A Different Kind of Love: The Lost Chapters

by Loyal

Rating: mature
Tags: Princess Celestia, My Little Pony: Friendship is Magic, Alternate Universe, Human, Main 6, Princess Luna, Original Character, Other, Adventure, Sex
Length: 268313

The story continues with requests and some greater detail of steamy moments earlier in the story

Liliana (A.K.A. Lily) is one of the first changelings to achieve independence. And what does she do with that independence? Why, open a brothel, of course. Alongside other loveable characters from the previous story, Lily gets into all sorts of sticky situations with her customers and friends, learning much about herself and others along the way. But is it possible for a changeling to feel love? True, undeniable love?

This story is directly related to my other work, A Different Kind of Love, and I would recommend you read it first if you haven't already.

An interesting note: The vast majority of the chapters in this story were written on request. What originally started as a simple quick pairing for some filthy sex quickly turned into a very story-driven plot and ended up being the epic tale it is today. Feel free to check my blog for a list of the requests I've completed, as well as other random things.

Published 2012-06-16 16:34:04 UTC
Last updated 2012-09-09 03:20:14 UTC

A Royal Welcome

---------- Request chapter: Luna ----------

-The following takes place shortly after the events of A Different Kind of Love, Chapter 7-

"Right then." The princess said, shutting the door behind Lily as she slipped inside. "I'll be you're wondering why I've summoned you here today." The ravishing princess smiled as she slipped past Lily into her personal chambers, though it was more of a full home attached to a tower in the royal palace.

"Well, yes, Princess... Eyebrows get raised when I'm asked to go anywhere, let alone the royal palace for a private audience with Luna herself." Lily rubbed her arm absently. Given all the recent changes that had occurred, it was rather odd to be summoned away anywhere. She was still new to Equestria, at least as a proper citizen. Her arm had only just fully healed after the frightful flight away from Chrysalis and her changelings.

"Well, it isn't anything serious. I just wanted to... Ahem... Discuss somethings with you." She said, waving her hand. Curtains drew aside to reveal a warmly-lit den, a fire burning low in the hearth. It cast a healthy light into the lounge, where several couches and large bean chairs waited. Luna flopped down onto the latter, sinking into the big, comfy-looking chair with a groan. She beckoned Lily over, who took a seat on a nearby couch.

"So..." She said softly, still feeling slightly unsure of herself around the absolutely jaw-dropping princess. The previous meeting with her had been both eye-opening and had left her rather... Huffy. "What did you need from me, my princess?"

"Please," Luna raised a hand. "Call me Luna. But, I suppose we do need to discuss business." She lifted herself up from the chair, ruffling her wings until she was comfortable again. "It is, in fact, about the business you wish to open."

"Oh! I see... I thought you wanted to talk about... What had happened with Chrysalis." Luna waved a hand dismissively.

"Not at all. That's all done and solved. Changelings will think twice before setting foot in Equestria again. I wanted to talk to you about your establishment."

"Well, I suppose since you've approved it, we can call it what it is. A whorehouse." Luna's perfect, pale lips spread into a wide smile.

"I like your boldness, Lily. So, just to clarify, you will indeed be accepting money in return for sexual favors?" Lily blushed slightly, suddenly feeling much more awkward than she had.

"Well, yes... I mean, I hate to brag, but I'm good at it. In fact, some would say it's the only thing I am good at..." She sighed, feeling slightly downtrodden that she didn't really have any other talents. She was knowledgeable, just not skilled.

"There are many things that go in to making such an establishment, Lily." Luna said gently. "You need a manager, an accountant, a doctor to make sure your girls stay healthy... Among many other things."

"I have a manager. Believe you me, I have a feeling she'll take on the responsibility very well." Lily admitted, flushing slightly more.

"That's right... How is she doing?"

"Good! She arrived just yesterday, actually. I meant to thank you for all of that... Paying for all the costs and whatnot." Lily said, shifting on the couch, drawing her legs underneath her, resting against the arm. Luna reclined regally in the big, fluffy chair, crossing her legs smoothly.

"I know of Maggie. She could throw quite a party back in the day, when Canterlot was her stomping grounds. I haven't seen her in so long, though... Is it true she's in such a state these days?" Lily nodded sadly.

"Unfortunately, yes... According to her, she fell into a rather bad drug addiction. It ruined her. She's still as intelligent and clever as ever, just... Well, I'm sure you'll meet her soon enough. You'll see."

"Hmm." Luna pursed her lips, drumming her fingers against the fabric. "Well, as Celestia and I both stated, we support you fully. I'd like to think this is what you would have accomplished by yourself, given the proper circumstances. I'm honestly glad to give you a leg up." She raised a hand, cutting Lily off just as she was about to talk. "Consider it payment for services rendered. Were it not for you, we wouldn't have been able to fight the changelings on our own terms that day. We owe you, Lily. All of Equestria owes you. Take the startup money and the resources, and we'll call it even. Not like your business won't be a valuable asset to Canterlot, anyways. I think it'd have been a worthy investment without what you did for us."

"So... You're okay with it?" Luna nodded and waved off the notion with a graceful gesture.

"Of course I am, Lily. The last one we had shut down because of, well, to be honest, modesty issues. No one was loose enough to handle accepting money for sexual favors. Whoring, to be blunt. I have a feeling, though, you'll bring the right measure of sexual desire and professionalism into such an establishment. Please, Lily, tell me you'll cater to men and women alike?"

"Oh, yes! Absolutely. Personally, I prefer women to men." She punctuated this with a very long look at Luna's exposed cleavage. The princess wore a short dress similar to the one she wore when she met with Lily a few short days ago. She was starting to relax around the princess more and more. Had to have been the scent of burning firewood, she decided.

"Good. That's very good, Lily. What sort of services will you offer?" Luna asked yet another question. Lily rather liked where the conversation was headed.

"Well, anything from straight, passionate sex to the more... Rough."

"You mean bondage? BDSM?"

"Well, yes." Luna smiled.

"I take it your encounter with Ms. Sparkle was rather... Intense?" Lily flushed brighter and nodded.

"Indeed it was... I dare say I acquired a taste for it." Lily admitted, shivering in remembrance of that particular night.

"Well, Lily, I see no issues with your establishment. You have my full funding and approval. One condition, however." She held up one long, slender finger.

"Name it, princess. I will gladly oblige." Luna's lips spread into a suggestive smile. Slowly, she rose to her feet, advancing to where Lily sat on the couch. Gently, her fingers cupped Lily's chin, lifting it until their eyes met. Luna's eyes were the most striking shade of dark, midnight blue, sparkling slightly. The way her black hair framed her face, glittering like the stars in the night sky, Lily felt her heart hammering in her chest.

"I would sample your skills. To make sure I'm not funding a whorehouse with sub-par services." Lily gulped hard.

"Yes, princess." She whispered, her eyes slowly closing as Luna descended upon her, their lips meeting sweetly.

"Hmm." Luna groaned into her lips, gently sliding onto the couch, her legs straddling Lily's waist. Gently, the two adjusted until they were laid out, Lily stretched out underneath Luna's insistent touches. The princess groaned yet again, her lips opening to tease Lily's lips with a rather insistent tongue. She was only all to eager, opening her mouth so their tongues could meet. Lily breathed out, inhaling the scent of a summer night's rain, cool water, a brewing thunderstorm... Grapes. She squirmed underneath the princess, her arms running up Luna's back to massage the joint where her wings met her body. That elicited a low, sultry groan from the princess, making Lily squeeze and massage harder.

"Haah... I... I didn't know about that..." Luna groaned, shivering atop Lily. "Feels really good, don't stop..." Lily smiled and massaged the rippling muscles smoothly, smiling as she gently pushed her leg up between Luna's.

"Relax, princess... This is, after all, an evaluation of my skills. Lay back, let me please you." Her hands left Luna's wing joint, sliding down her back to the gentle swell of her backside.

"Y-yes... Good idea." Luna panted, shivering at the absence of Lily's hands to the sensitive muscles. They adjusted once more, Lily now on top as Luna stretched out on her back. They kissed sweetly, Lily's hands riding low on the princess' hips. Gentle squeezes made Luna groan and writhe, her legs looping around Lily's waist gently.

"Is this form pleasing, milady?" Lily asked gently. "Or would you prefer something else?" Luna whimpered and gnawed on her lip.

"I've... Always been fond of blonde hair. Could you... Keep your body, but change your hair?" With a slight grin, Lily shifted just her hair. The long, flaming red curls shifted into straight blonde hair that fell forward, covering Luna and her in a private, warm heaven. "Fantastic..." Luna panted, raising a hand to Lily's new head of hair. Her nails ran over Lily's scalp, making her shiver and groan. Slowly, she leaned in to press her lips to Luna's cleavage, giving the firm flesh a soft suck. That really got Luna going, her back arcing underneath Lily's touch.

"Hmm?" Lily teased, moaning as she sucked a little harder. Luna raised one hand to her perfect lips, curling her knuckle as she bit it gently.

"Haann!" She nodded her head, giving Lily permission. Slender fingers slid the strap down Luna's shoulders, freeing her upper body of the sheer fabric of the dress. Her breasts swelled upwards, pushing against Lily's lips more firmly. Smiling, Lily slid her mouth lower, kissing the slope of her breasts before opening to wrap around the already-erect nipple.

"Hmm..." Lily groaned into the nipple, simply holding it in her mouth, savoring the fleshy taste. Luna, on the other hand, was writhing her legs against Lily's.

"Lily, I... Please, touch me... Down there..." Lily could do little else than oblige. Smoothly, her fingertips slid down the princess' flat stomach, slipping under the hem of her panties with ease. She pushed further, the silky fabric making her progress easy. That, and the complete and utter lack of hair... Lily had felt shaved before, but there was literally nothing down there! No rough patch to indicate shaving, no open follicles of waxed hair... Just... Nothing. The flesh did, however, grow much softer as she continued, and much warmer. The first touch of liquid indicated Luna's arousal as she moved deeper and deeper, her fingers finally pressing to the eager princess' sex.

"There!" Luna gasped, arcing her back more as Lily's fingers toyed with the wet petals. "Hmm... Here, let me take my panties off..." She whimpered, sitting up. Lily pulled away and sat up, stripping her own shirt off with a sultry smile. Luna slid her dark purple panties down slender, toned legs, tossing them haphazardly aside. Her dress slid off as well, leaving the lusty princess completely bare to Lily's vision. With a soft touch, both of Lily's hands slid up Luna's thighs, her head lowering inbetween her spread legs.

"May I?" She asked, purposefully exhaling a hot breath onto Luna's bared sex.

"Please." Luna whimpered, biting her finger again. She was so beautiful when she did that. With a soft smile, Lily leaned in. Her thumbs spread Luna apart, her tight nethers yielding to the firm touch. She sniffed experimentally, but smelled nothing... An experimental prod with the tip of her tongue confirmed it. The princess was tasteless.

"Humm..." Lily groaned, her chest rising and falling as she settled in between Luna's legs, her open mouth licking at the wet folds smoothly. The taste was no different than that of Luna's nipples, just a soft taste of flesh. The sensation of Luna's arousal running over her tongue made her shiver and groan, eager for more. With an expert touch, she flicked at Luna's clit, smiling as she felt her center twitch in response.

"Li-lily!" Luna whimpered, squirming more. "S-stop... I'm close already." She panted, causing Lily to lift her head.

"Goodness, really?" She asked, smiling soflty.

"Y-yes... It's been a long time since anyone's touched me in such a fashion... Please, can we move this to bed?" She asked. Lily smiled and nodded, slipping off the couch. Luna stood up, moving carefully, though with the same grace as when she was clothed and not aroused. Taking Lily's hand, Luna gently guided her through a set of double doors and into a massive bedroom. The bed was sunk into the floor, the top of the mattress even with the same ground they walked upon. Luna stepped onto her bed and slowly stretched out, leaving Lily standing at the edge.

"Show me how you look." Luna said softly, stretching languorously on her back. Lily couldn't help but admire the sight as Luna stretched her arms over her head, her hands burying into the dark blue covers. Smoothly. Lily pushed the zipper of her skirt down, the fabric sliding down her legs to fall in a small heap around her ankles. Apparently, Luna liked what she saw, her hips squirming more. Lily hooked the hem of her panties, taking her sweet time in removing these. The anticipation did not sit well with Luna, who panted and looked at her with lusty eyes. Finally, once she stepped out of the sheer fabric, Luna could see everything. Lily sported a single thin strip of hair, trimmed short and smooth where she had shaved earlier that morning. A quick fix, and the hair was the same color of pale blonde as her head. Luna slipped one hand out of the sheets to beckon Lily to her.

"Yes, my princess." Lily whispered, slipping to her knees at the edge of the bed. The soft mattress soaked up her hands and legs as she crawled forward, straddling Luna's prone form. Gently, she laid down atop the groaning princess, their lips meeting in a lusty, smooth kiss.

"Pardon my asking," Luna breathed after the kiss was broken. "But... May I have a taste?" Her breathy request sent a shiver of desire sliding up Lily's spine. She could do little else than nod and sit up, slowly walking her way up to Luna's lips. The princess slid her arms underneath Lily's rear, settling her hips directly above her breasts. Lily looked down her own body at Luna's flawless face, perched there just underneath Lily's hot, wet center.

"Aah..." Lily moaned, feeling the first hot breath wash over her crotch. Luna wrapped one hand around her front, her long fingers laying flat on Lily's twitching stomach.

"Hmm..." Apparently, Luna liked what she saw, as her tongue quickly dragged up Lily's twitching lips. She gasped and arched her back, her hands falling to the sheets. Luna assaulted her center eagerly, her tongue slipping over the wet flesh with practiced ease. Lily groaned and cupped her breast with one hand, adding a whole new level to the pleasure. The other hand, though, slid in between Luna's thighs, which parted eagerly. The breathy moan that accompanied her motion urged her onward. Smoothly, she pursed one finger, then another, and slid them both into Luna's pulsing womanhood. Her hot, wet walls shifted around her fingers.

"AAH!" Luna called out, her back arching. Lily rode her smoothly, her fingers still buried deep inside.

"Did you just cum?" Lily asked in a breathy tone, smiling as Luna nodded her head in between her legs.

"Y-yes... Please, keep going..." Her hungry mouth returned to Lily's crotch, licking deeper and smoother than before. Lily felt her own release slowly well up within her, building to a head much more rapidly than it normally would. Her fingers slid in and out of Luna's dripping hole smoothly, pressing to different areas and wiggling back and forth. Luna groaned and shivered underneath her, her hand sliding down Lily's stomach to twitch her clit rapidly. Unable to hold back, Lily felt every muscle in her body tense, her entire mind hazing over as she felt the walls flex around her fingers yet again. Just as soon as the intense moment passed, she swung a leg out and slid off of Luna's face, stretching out next to the princess with a low groan.

"Amazing." Lily groaned, her mouth hanging open with each breath as Luna slowly sat up.

"I hope you're not done yet..." Luna said, adjusting so her hips rested directly over Lily's mouth.

"Hardly." Lily responded, lifting her head to cup Luna's pulsing sex in her entire mouth. Her tongue slipped out to slide into Luna's tight walls smoothly, just as the princess' mouth returned to her own crotch. Lily felt those shapely, firm breasts press into her stomach as Luna started off by flicking her clit rapidly. Lily quivered under the expert touch, her tongue swirling around inside the tight, tasteless walls. The two reached climax simultaneously, crying out from the sheer pleasure.

"Okay!" Luna gasped, flopping onto her back next to Lily. "No more! I'm done..." She shivered and rested a hand on her stomach, breathing heavy. "That was... Goodness..." She rolled her head to smile at Lily, who was panting and smiling as well.

"I hope I lived up to your expectations, princess?" Lily teased, her wet mouth spreading into a sultry smile.

"I should think so, Lily. And didn't I tell you to stop calling me princess?" With a teasing kiss, the two adjusted so they could stretch out together, warms wrapped loosely around the other's naked body. "Is this what you would do with your clients?" She asked, chest still rising and falling with deep breaths. Lily thought for a moment before smiling and nodding.

"Should they so desire, yes." She said softly, stroking Luna's glittering hair. "We would make love, cuddle, and talk. Pillow talk. Nonsensical things. Then again, should they want it, I would ride them long into the night, not stopping until both of us were unable to continue. And everywhere in between." Luna chuckled and nuzzled into Lily's neck, kissing her flesh gently.

"Lily, that sounds wonderful. As previously stated, I fully support your business. In addition..." She propped herself up on one elbow, lifting Lily's hand to rest inbetween her breasts. "Odd as this may sound, please, show me how you took the essence of the others." Lily's eyes widened and she started to pull her hand away, the thought of feeding on a princess almost surely forbidden.

"No, I couldn't." Luna's hand grasped her wrist and pulled her hand tight against her sternum.

"Please, Lily... Just show me." She urged, her done dropping slightly. "Consider it... Payment for services rendered." True, without the six essences in her, Lily had felt slightly cold and empty... Closing her eyes, she resigned to Luna's request and gently pulled free her essence. The floating, dark orb glittered as if with stars, floating in a slow, swirling pattern.

"Woah..." Lily breathed, holding it inbetween the two of them gently.

"I'll say... It looks like... Like a galaxy, almost..." Taking Lily's wrist once more, Princess Luna pushed it towards her chest. "Take it, Lily. You have my blessing." She said softly, smiling as Lily pressed the essence into her chest, feeling the familiar warmth return in force. It pulsed inside of her, shooting power and strength through her veins.

"Thank you, Luna." Lily whispered, embracing Luna once more for a soft, tender kiss. They stayed like that for a long time, sharing a passionate kiss.

"I'm sorry to say, though..." Luna said, gently extracting herself from a reluctant Lily. "I must be going. The day is old, and the night yearns to be free. Stay as long as you like, Lily. Though I've a feeling I can find you when I need to. I very well may return for another soon enough." She pushed herself to her feet smoothly, climbing out of bed and onto the floor. Lily watched her perfectly curved rear as the princess opened a dresser and started pulling on underwear. A short dress later, Luna was clothed, now brushing out her slightly tangled hair in the vanity. Lily retrieved her own clothes and dressed as best she could without a shirt, which was still in the other room. Luna stood and smiled at her, advancing for one more warm embrace and a gentle kiss.

"Have a good night, Luna." Lily said softly, feeling small and meek next to the tall, beautiful princess.

"You as well, Lily. I will send word to the Royal Canterlot Bank to fund your business from my personal account. Though I expect a discount if I ever visit." Lily chuckled as Luna slipped away, opening the glass doors to a nearby balcony. With a sly wink and a smile, Luna dove over the edge and arced away into the fading day gracefully. She watched the princess fly for a while before retrieving her shirt from the other room and putting it on. Glad she was finally clothed, she slipped out of the princess' bed chambers and down the hall...

Thanks to Danielpie12 for the request! I hope you enjoyed the read, and remember to send your requests to me in either a private message or an email to jordanwilliams08@gmail.com

An Unexpected Customer

-------------- Request Chapter: Celestia --------------

The following takes place a few short days after Maggie's opens for business, following the events of "A Royal Welcome" And Chapter 7 of A Different Kind of Love.

Warning: There will be light BDSM in this chapter.

Maggie's was a success. Straight from the get-go, it seemed there were eager customers left and right. Never coming in bulk, the men and few women were happy to pay for services rendered. A few of them sat around for idle chat, just glad for the company. Others left with flushed cheeks, ruffled shirts, and stories to tell their friends. Lily played her part happily, bedding her fair share of men and women alike. Maggie fell into the role of manager surprisingly well. She had an eye for talent, and knew how to manage payment for services rendered masterfully. Without her guidance, Lily probably would have steered the business into a ditch the first week.

Nevertheless, they all prospered. Lily's account swelled, the girls stayed for free, but always returned from days off with fresh pedicures, makeovers, clothes and the like. According to Maggie one particularly... Busy night, their business account was faring well. In the first week, Maggie's had nearly covered all the startup cost Luna had provided them. Not that it mattered, it was a gift, but it was nice to know they were doing so well.

"I tell you what, kiddo." Maggie said, stretching out on a couch in the now-empty lounge.

"What's that?" Lily asked, feeling refreshed after the shower she had taken from her last rather energetic client.

"This is the life. I mean, I thought I'd feel bad running a place like this. But so help me, I'm enjoying myself. Quite a bit, actually." She smiled up at Lily, flashing her a thumbs-up. Lily laughed and leaned over to kiss her wrinkled cheek.

"Glad I could help, darling." She teased, ruffling her still-damp hair.

"Go get some sleep, Lily. I think it's about time we locked up for the night anyways." Maggie was awfully generous, and Lily was only thankful the citizens of Canterlot were understanding about the stamina of the girls. They would open for three or four days straight, then take a two-day break. One to recuperate, one to recharge. Maggie never made a girl take more than two clients a night, and never pushed a client on a girl who wasn't comfortable with what they requested. All of this was handled as demurely as possible, leading questions and sultry looks eliciting the information desired well before any pairing was done. Maggie, herself, was a master of this art. Lily was a quick study.

For the most part, though, running the business was simple. Maggie had a way of making it all flow, and the girls were happy. Since they opened, two more came on. With room to expand into, Lily welcomed them right away. She did as Maggie suggested, wishing her manager and another girl good night before going off to her own personal room. These sat in a separate wing of the building, and no girl was expected to bring a client there. She shrugged out of her robe, stretching out in just her panties. Warm and happy, Lily slept through the night.

The next day dawned bright and warm, Lily stretching nice and hard before she got up and changed to shower. It was the start of a break, and she had two days to relax and recharge ahead of her. Bouncing happily, she made her way down to the kitchen and began cooking breakfast for the seven girls and herself. In addition to breaks, they also got frequent visits from the doctor, who would make sure the girls were all in good health before the beginning of the veritable "Work week." Sausage and eggs sizzling in the pan, Lily thanked the powers that be for such good fortune in her life... Events in her past came to light, and she realized then so much could have gone wrong... If she had approached one of the six incorrectly, had blown her cover, had done something - anything wrong, it would all have been over before it had a chance to begin. She wondered what completely random and fortunate series of events had transpired to bring her to this extrememly comfortable sation in life.

Her thoughs were cut short as a knock from the front door came. She quickly checked herself for decency before padding to the front door and peeking out. To her surprise, it was a guard. Hesitantly, she opened the door, greeting the guard with a careful smile.

"Just a letter, ma'am." The guard assured her. "From Princess Celestia. Please, send your response as soon as you can manage." He said, flapping his wings and taking off. Rather cute for an avian. Lily slipped back in and locked the door behind her. She opened the letter and began to read, though what she read nearly took her breath away...

Maggie had to see this.

"Are you sure we're ready for this?" May asked, one of the newer women to join them. She wrung the hem of her dress nervously. She was ready as were all of them, just anxious about the unusual request. Lily was glad they had taken a break... This was going to be intense.

"Of course we are." Lily urged the girl to release her hem, smiling softly. "There are seven of us and five of them. Chances are, you'll get off scott-free." She teased. May smiled nervously and settled into pacing in front of the fireplace.

"Here they come!" Maggie called from the front door, shutting it the half-inch she had cracked it. "Remember, everyone, act casual!" And so they did, lounging in chairs or leaning against doorways. Lily recalled the letter she had recieved two short days prior...

To: Maggie's

From: The Desk of Princess Celestia

Dear Lily and associates,

I pen this in my own hand, to remove the layers of red tape involving correspondence with a high-ranking government official. That, and the personal nature of my request should be informal, I would hope. As it turns out, life in the military is rather difficult. I'm afraid some of my high-ranking generals are having a difficult time focusing, due to some stressors in their personal lives. All are single and eligible, but work and responsibility take their toll. With your permission, I would arrange for a reservation of sorts. I will send five men of the Canterlot Guard to your establishment whenever you see fit, though I suggest it be in the next few days. In return, I shall pay a flat rate, as I am a customer after all. This rate is open to negotiation, including such factors as number of girls available, time spent, overall satisfaction, and gratuity.

Please, respond as soon as you are able. I don't think I can handle buying another priceless rug after a particularly heated debate between the council and a sexually frustrated general.

Sincerely yours,

-Princess Celestia

Maggie had called back almost as soon as she had recieved the letter, and the two women negotiated a fair price with ease. Sure enough, in through the door came the five men Celestia had promised in her letter. All of them appeared to be gruff, weathered veterans, though they had a sort of rugged, handsome quality to them Lily found rather attractive. They approached the lounge with hesitation at first, but slowly were emboldened, thanks in part to a few beckoning fingers or a soft smile. Soon enough, all five men were stretched out on the couches, making smalltalk and flirting. Lily leaned against a post to the side, just content to be watching.

"Glad to see they're taking to this so well." A voice came from the other side of the post, Lily heard the soft rustle of fabric as someone leaned against it the same fashion she had.

"Who, the girls or the men?" Lily asked the stranger, smiling inwardly. Always nice to see a good plan come together.

"Both, actually." That voice was hauntingly familiar... And this scent wafting past her nose... Lily frowned and tried to place it. Realization built within her slowly, coming to a head when the memory of a few weeks ago surfaced. Hesitantly, she peeked around the post at the woman standing on the other side, and felt her breath catch in her throat.

"P-prince-"

"Shh." She urged, laying a finger across Lily's lips. The princess smiled, her waving hair drifting past Lily's face idly. "Better to not say it out loud. The walls have ears, you know." With a tilt of her head, Celestia indicated a nearby hallway. Glancing around to satisfy herself the men were occupied, Lily followed the princess a short way down a hall.

"Where can we talk in private?" She asked. Lily had been captivated by her attire. Celestia wore a simple white blouse that covered her form regally nevertheless, and a long, rich brown skirt that swished her ankles. The soft click of hard-heeled shoes underneath carried, muted, along the paneled walls.

"Anywhere... We made sure the rooms were all soundproofed."

"Naturally. Come, then in here. Only for a moment." Celestia pushed open a door and slipped inside, waiting for Lily before closing it with a smile.

"What are you doing here?" Lily had to ask, her eyes opened wide at the idea of Celestia in a whorehouse... Princess of all of Equestria, in a place of sexual fantasy and money.

"Come on, Lily. You really think I would invest in such a place and not see for myself the fruits of my money?" The Princess cupped Lily's cheek in her hand. smiling softly.

"But... But... I, you..."

"But nothing." Her finger laid across Lily's lips, silencing her once more. "Relax, Lily. You act like it's such a big deal. Maybe I just came for some idle chat, to unwind. I mean, being a princess is an awful chore." She groaned and rolled her eyes. "So much politics, I swear, my head will burst if I hear the words 'Trade Agreement' one more time, I will lose it. In short, Lily, I need some stress relief. I'm not here as a Princess, or even a friend." Celestia smiled and withdrew her finger, sliding her hands, instead, around Lily's waist. "I'm here today as a customer."

Lily swallowed hard.

"R-right." She muttered, unsure wether she should return the embrace or shrink away, the thought of being with Celestia so alien, it almost felt wrong... Granted, just a few weeks prior, she had slept with Luna, taken her essence, even... But Luna's beauty was of a different calibur than the Sun Princess'... While Celestia's was a flawless, radiant beauty, Luna's was more along the lines of a lusty, make-you-drool-at-the-thought-of-these-breasts type of sexual appeal... Not at all lesser than Celestia's, merely a different category.

"Well?" Celestia said, stepping marginally closer.

"I-I don't know what to say."

"Don't say anything, just kiss me." And she did, Celestia's lips moving forcefully closer. Lily felt herself tighten at the first, brushing contact, but soon enough her knees melted away beneath her and she returned the kiss. Celestia's lips tasted like cool water from a fresh spring, the scent left over after a summer rainstorm... Of life and rebirth, renewal and growth... It was so fresh and new, Lily could hardly believe it. Then the oddest thing happened.

"Mff!" Lily gasped as she felt Celestia's hand put pressure on her crotch. "Princess!" She gasped, pulling away slighlty. Celestia just grinned and pressed the advantage, advancing on Lily until her target's back pressed to the far wall.

"Let me tell you what I'm looking for, more specifically." Celestia muttered, her hands rising to either side of Lily's shoulders, resting on the wall. She was trapped. "If you recall, I was indeed the one to instruct Twilight Sparkle on the joys of bondage. I paid for much of her equipment, and trained her in it's use myself. Sadly enough, I have always taken the role of teacher and mentor, but never once have I been able to play... How should I put this." Her brow furrowed for a moment before she spread her lips into a wide grin. "The victim." Leaning in, the taller Princess actually had to bend over a ways before her lips pressed to Lily's neck. That first touch sent a shock of pure desire through Lily's system, making her groan softly.

"Aahn... Okay, okay..." She resigned herself to her customer's wishes, she would do as Celestia asked. She didn't feel all that good about defiling the Princess, but she had all but demanded it of her. Lily pushed Celestia back, who yielded with a soft, toying smile. "Just... Just a few questions. If you want bondage, how rough do you want it?" Celestia raised a long, lacquered fingernail to her lip, tapping it thoughtfully.

"Hmm... Rough enough, I suppose... Dominating, hard, but I don't care much for the harder things. Piercing, whipping, scat... Ugh." The Princess shuddered visibly. "I prefer the fairer sex, so you'll unfortunately have to remain female, but I would desire a strapon, or at least a dildo. Keep it nice and rough, but not so hard you'll leave a mark anywhere that matters. Spanking is okay, I guess... Aside from that, it's all up to you. What you choose, I will go with. You have my word I will not hold it against you." Celestia smiled at Lily for a few moments before snapping her fingers. "That's right! You can change appearance... I've always been fond of dark hair pulled into a ponytail... Perky breasts. Looks good in leather." She was being incredibly descriptive. More so than Lily was used to. She bit her lower lip softly, looking the Princess up and down for a few moments.

"Right. Let me see what I can do..." She closed her eyes and shifted, focusing on the details Celestia had given her. Once she was finished, she opened her eyes to see the blush on Celestia's cheeks.

"Ooh... Oh my goodness..." The Princess started to slowly walk around Lily, looking her up and down purposefully. "I think... That's perfect." She muttered softly, smiling at Lily. Lily couldn't fight a blush of her own.

"Right this way, madame." She said, pulling the door open and ushering Celestia into the hallway. "I will show you our more... Private... Rooms..." Lily led Celestia down a long hall, a corner, down a staircase, through two doors, and into a short hallway with three doors. "These rooms are one hundred percent soundproof, milady." She said, pushing open one door in particular. Inside lay a rather expansive room, lit with muted reds and rich mahogany. The bedspread was silk, smooth as could be, with a sturdy frame for attatching handcuffs. Or other devices. Celestia suddenly seemed very bashful. If it was an act or not, Lily couldn't tell. Nor did she care. Laying at the foot of the bed was a large wooden trunk, which Lily lifted open. What greeted her both got her aroused and fearful. This was a room designed for much harder sessions, not the medium-light session Celestia desired. Still, it would have to do. Lily pulled her hair back into a tight ponytail, the long strands still hanging halfway down her back. She heard a soft, thin whimper from the Princess behind her. With a long finger, she beckoned her over.

"Come here." She urged, not looking at her, just commanding obedience. Celestia advanced slowly, finally stopping next to Lily, casting curious peeks down into the box. Lily pulled a wide-banded leather collar from the box, holding it open in front of the Princess. "Lean forward." She said in a low, sultry tone. Celestia lifted her hair off her shoulders and knelt down slightly, exposing her long, slender neck to the cool leather. Lily slipped the collar around her neck, pushing the tongue through and fastening it securely. Tight enough to put pressure on her throat, but not tight enough to choke her. Lily could see the Princess was enjoying this already.

"What would you have me do, Lily?" Celestia asked. Her eyes went wide as Lily suddenly hooked a finger under the collar, pulling the Princess down to eye-level.

"You will call me 'Mistress.' Do you understand?" She growled.

"Y-yes." Wrong move. Lily pulled her down a little more firmly.

"Yes, what?" Lily cooed, her lips slowly curling into a smile as Celestia began panting eagerly.

"Yes Mistress! I'm sorry!" She quivered, her eyes wide now.

"That's what I thought. Now strip. I want to see every little inch of you." Lily pushed Celestia away, who immediately set to the buttons on her blouse with shaky fingers. Lily pulled her own clothes off, stripping down to soft black underwear. She kept her bra and panties on, but as soon as Celestia looked up at her with big eyes, she made the gesture for the sly Princess to move on. Slowly, Celestia popped the clasp on her sturdy bra, pulling it down her arms slowly, barely peeling the fabric back from her breasts.

"D-does Mistress like what she sees?" She whimpered, her nipples still covered. Lily reached out to hook the hem of the fabric, yanking it off roughly. Celestia gasped and covered her bouncing breasts with her hands, flushing embarassedly.

"Look at you." Lily frowned at the hands covering the best part. "Looks like I'm going to need a leash for this slave." A little fishing produced a six-foot dog leash, which Lily quickly reached out to hook the metal ring attatched to the collar. Celestia gasped, her eyes wide as Lily gave the leash a gentle tug.

"M-mistress..." She whispered, her hands still on her breasts. Lily tugged at the leash, causing Celestia to take a step forward. Her hands nearly lifted away towards the rope, and one more tug ensured they did.

"Look at that." Lily said, smiling as Celestia gripped the rope, her chest heaving excitedly now. "Such a beautiful pair of breasts... Come here, let me taste them." Celestia didn't budge. Lily tugged the leash once more, urging her forward. Slowly, Celestia stepped forward, still holding both hands around the cord leading from her neck to Lily's clenched fist. When Celestia was a single step away, Lily looped the slack around her hand and pulled downward, forcing the Princess to her knees.

"Aah!" She called out, her hands pulling at the rope futilely. Lily smiled as the Princess slowly lowered herself to one knee, then another, looking up at Lily with big eyes.

"Push your chest out." Celestia obeyed, puffing out her rather prodigous breasts eagerly. Lily smiled and leaned over far enough to wrap her mouth around one puckered nipple. She sucked on the flesh firmly, enough to be felt. The way Celestia panted, she knew she was enjoying this. Time to ramp it up a little. Lily slid her fingers into Celestia's underwear, forcing her way deep to caress the wet folds there. And they were very wet.

"Look at that." Lily pulled her fingers out, three of the digits shining with the Princess' arousal. "Just a wet little slut, aren't you?" She teased, grinning down at the whimpering woman on her knees before her.

"Y-yes..." Celestia gasped as Lily tugged the leash. "Yes Mistress!" She corrected herself. Good, she was learning. Lily pushed her wet fingertips to Celestia's mouth, letting the princess taste herself. Of course, if she was anything like Luna, there would only be the taste of Lily's fingers. Still, her hungry mouth opened to accept the digits, sucking them dry with a soft groan. Lily smiled and pulled her fingers out with an audible pop, rubbing them over Celestia's neck smoothly.

"Tell me how you want it, slave." Lily cooed, pulling Celestia's face against her stomach. She moaned as the Princess kissed her warm flesh eagerly, her hot breath washing over her midsection. Celestia kissed and suckled the smooth skin for a few moments before panting her answer.

"Please, Mistress." She whimpered eagerly. "I want anything in me... Fingers, tongue, dildo... Please, put something inside of me..." She slid her fingers under the waistline of her panties, obviously caressing her own wet core. "Please, put it in here..." The sight made Lily's own crotch ache with desire. Smoothly, she started walking around the bed, tugging Celestia along. She followed willingly, crawling on her hands and knees.

"Bend over the bed." Lily commanded, throwing the loose end of the leash up onto the silken covers. Once more, Celestia obliged, sliding her upper body up onto the mattress. Lily knelt to her knees behind the panting Princess, peeling the crotch of her panties aside. Two fingers slid up and down the wet folds of her womanhood, eliciting a shivering moan.

"Please, Mistress..." She repeated. "Inside..."

"Hmm?" Lily teased, her fingers pausing, now just pressed against the sensitive area. "I didn't hear that. Perhaps you ought to speak a little louder."

"P-please! Slide them in, Mistress! I want it so badly!" Celestia groaned a little louder. Still not satisfactory. Lily grabbed the leash and pulled it tight, making Celestia arch her back.

"I said I can't hear you."

"PLEASE!" She nearly cried out loud, her voice as loud as she dared it to go... But she pushed it farther. "Stick them IN me! I want to feel you inside my pussy, Mistress! PLEASEEEE!" The sound was like a choir. Lily shoved two fingers deep into Celestia's pulsing walls, curling them roughly against the tight edges. Apparently, the anticipation was too much for her. Celestia quivered and gasped, her entire body tensing at that first rough thrust. Lily cursed and pulled out, holding her glistening fingers up in front of Celestia's face.

"Who gave you permission to cum, slave?" Lily growled, pushing her fingers into Celestia's mouth. The Princess accepted them eagerly, sucking firm and hard on the wet digits. She couldn't respond, thanks to those fingers, but she did mumble and hum, trying to make out words. "I can't hear you." Lily pulled her fingers out, letting Celestia talk.

"No, Mistress... I didn't have permission to cum. I'm sorry, Mistress..." She panted, her chest heaving.

"On the bed." Lily urged her up onto her back, spreading her legs wide. "Since you're a naughty little slave who likes to cum when she doesn't have permission, we're going to make you cum as many times as possible." She slid two fingers in, using her other hand to twitch Celestia's sensitive clit rapidly. The effect was almost immediate. Celestia gasped and quivered underneath Lily's fingers, her chest shaking with how fast she was breathing.

"M-mistress! G-gonna... C... C... CUM!" Celestia gasped as Lily felt the tight muscles contract more around her fingers, forcing her to pull out. She smiled as a single drop of liquid slid down Celestia's rear, following the curve of the gentle flesh until it soaked into the dark sheets.

"Two down. Let's see how well you handle a strapon inside of you." Lily teased, standing up. She retrieved said strapon from the chest, stepping into the harness and drawing it tight up around her waist. After a few buckles were tightened or loosened, she stood inbetween Celestia's legs, the head of the purple plastic penis bobbing teasingly in front of her eager, waiting hole. Roughly, and with little more warning than those first few teasing rubs, Lily slid into Celestia smoothly. Back arching, the Princess gasped and writhed on top of the sheets, making Lily smile down at her.

"AAAAHH!" She cried out, grabbing the sheets, twisting them into her fists.

"Beg for it. Beg for me to make you cum again and again." Lily moaned, one hand reaching up to grasp her breast. Her skin was much softer than she would have imagined, but didn't jiggle when she started thrusting. Rather deep and rough, too...

"Oh! Oh, please, Mistress! Make me cum! Over and over, until I can't stand it! Please, I beg of you! Fuck me harder! Faster! AAAAHNN!" Celestia cried out, shivering underneath the rough, fast thrusts. Lily lifted one long, slender leg, draping it over her shoulder. Relentless, Lily was certain the Princess came once more, her hips bucking wildly. Lily smiled down at her, resting the strapon inside of her.

"Looks like you're enjoying yourself, Princess... I wonder, where else do you want it? Roll over." Celestia raised a questioning eyebrow but obeyed. Lily padded back to the chest at the foot of the bed and opened the lid, rummaging around inside until she produced what she wanted. A medium-sized bottle of lubrication. Gently, Lily spread some of the oil over the strapon, smiling down at Celestia, the bottle poised over her rear.

"What are you...? OH!" She flexed immediately, the first few drops slipping down her crack, oozing over her rosebud. She started to shake her head and sit up, but Lily pushed her down with a firm hand.

"You said anything I wished, Princess. Now relax, and let me do this." She said softly. "I find it funny you resist. Twilight seemed to rather enjoy Anal. Here I thought you were her mentor..." Lily teased, pouring more liquid inbetween the Princess' round cheeks. One finger slid down her crack, spreading the oil all over into a goopy, slick mess. The Princess shivered and flexed each time Lily's finger brushed over her rear, and she hadn't even pushed it inside yet. "Relax. I won't say it again. If you don't, it won't feel good." With a firm touch, Lily pushed her pinky finger in, stopping as Celestia tensed around it nice and hard.

"I-I can't..." She whimpered softly.

"Seriously, who taught Twilight, then? If your student can do it, then so can you. Relax." That seemed to set her on the right path, though she did get a spiteful glare in return. The tight, ridged walls around her finger relaxed, letting her slide it the rest of the way in. "Good girl." Lily praised Celestia, smiling down at her as she panted. "Feels good, doesn't it? Stand up, I'll make sure you feel really good when I put it in." Once more, Celestia obeyed, standing on her feet, her rear pushed out to Lily. The sight was both arousing and heartbreaking at the same time... This being of divine beauty, spread out in such a lurid pose, panting and eager... Lily almost felt moved.

Almost.

"Ready?" She asked, sliding her finger out. Celestia relaxed, her digit gliding over her walls with ease. She replaced it with the head of the purple strapon, putting just the slightest amount of pressure. Thanks to the lubrication and Celestia's natural juices, Lily felt her rosebud bloom readily. With a slight, almost imperceptible nod, Celestia opened herself, and Lily accepted her invitation.

"HnnnnAAAAHHH!" Her rear tightened momentarily before opening the rest of the way, allowing Lily to slide the entirety of the slender strapon in. Her hand slid over Celestia's side, around to her front, and to the dripping center waiting there. Her fingers found the Princess' clitoris, rotating it in slow circles.

"Feels good, huh?" She teased, rotating that magical nub of flesh to offset the feeling of her pulling out ever so slightly... Celestia was completely relaxed now.

"Never, in all my years..." She panted. "Have I done something so debauched, so depraved... So... GOOD." She shivered and flexed slightly, which led to another throaty moan. "Aaoooooohhh... Please, start going in and out... Mistress." Celestia panted, her hands fisting into the sheets. Never one to deny a pleading offer, Lily started sliding the rod in and out slowly, giving her time to get adjusted. When her moans turned less pained and more pleasurable, Lily moved faster, picking up the pace until she was moving hard and fast enough to make the Princess' breasts jump. Her ass twitched with each thrust, and Lily smiled at the arousing sight. She popped the clasp on her bra and slid it off, wishing she could feel some pleasure herself. Soon enough, after the Princess had had her fill.

"Remember, you can't hold back anymore. You had better cum again soon." Lily moaned, leaning forward to suck her earlobe gently. The scent of her hair both relaxed and aroused Lily, the scent changing from brisk, cool scents to a slightly more musky, fertile animal scent. She groaned and nibbled her earlobe, still thrusting into the tight rosebud opened to her. Not much longer after that, Celestia gave a cry of pleasure, her back arching as she released.

"Haah... No... No more... Please..." She whimpered, her chest heaving. Her skin had broken out in a thin sheen of sweat, both of them now glistening with a moist sheen.

"Oh no, darling. We aren't done yet. You still need to please your Mistress." Lily cooed into her ear, blowing on the lobe softly. Celestia shivered and inhaled as Lily pulled out, releasing the ties on the strapon so it fell to the floor with a thunk. "On your back, slave." She commanded, waiting for the Princess to oblige before climbing atop her. She walked her hips forward, her panties having been stripped off along with the strapon. Celestia lay there, almost catatonic, watching through half-closed lids as Lily slowly straddled her face. "Lick it." Lily moaned, waiting for a few moments before dropping her hips.

"Mff!" Celestia gave a muffled groan, her mouth full of Lily's dripping womanhood.

"I said, lick it." She pulled Celestia's hair, forcing her mouth to Lily's pussy more forcefully. At first, it was just Celestia's lips that rubbed against her, but soon enough, her tongue poked out experimentally, her hands raising to grasp Lily's sides. The pleasure that shot through her was almost instantaneous, making her shiver and groan. She had been so caught up pleasuring and dominating the otherwise intimidating Celestia, she had nearly forgotten how riled up she was getting. Moaning and twitching under the careful, experienced touch of the bondadged Princess.

"Hmm." Celestia moaned against her, sending gentle vibrations through her clit. Reminded that she was not the only party in this event, one hand left Celestia's hair to slide down her stomach, inbetween her open legs. The two women pleased eachother, tongue and hand, working to bring the other to orgasm before they gave in. As far as Lily could tell, it was simultaneous. Celestia bucked her hips just as Lily dropped hers, the pleasure rippling through her in waves. It was unlike any orgasm she had ever experienced... Celestia had to have been using magic. It astounded her how well the Magi could adapt their spells to work on changelings...

"Haah..." Celestia finally breathed once Lily lifted her hips. She moaned and shivered for a few long moments, focusing on returning her breathing to normal. Lily's hand still rested on the twitching petals of Celestia's crotch, and she slowly drew them away, rubbing the wetness between her fingers.

"I think that's enough for now, Princess..." She muttered, smiling down at a softly nodding Celestia. Gently, she undid the collar, returning it to the box at the foot of the bed with the leash still attached. Celestia sat up, rubbing her slightly reddened throat, smiling vaguely.

"Well, Lily... You didn't disappoint. Luna was right." Lily stiffened slightly.

"Luna told you about our little..."

"Encounter? Yes. We share much of everything with eachother. It appears you're able to satisfy a wide variety of sexual desires, Lily. I'm sure you could have been much harder, had I wished it, but also gentle and caring if I wanted that. In my eyes, Lily, you're a perfect... Well, for lack of a better word, whore." Lily wasn't sure if she should accept that as a compliment or an insult. Instead, she just shrugged and pulled the tie out of her hair, shifting back to curly-haired Lily, perfectly normal and all. "I mean it, Lily... Please, don't be offended. Listen to what I have to say." Celestia stood, carrying herself just as regally as ever, advancing towards Lily and laying a hand on her shoulder.

"You possess a phenomenal skill for stress relief, pleasure, and most importantly, profit. You are a valuable asset to the Canterlot Business District. Men and women from all around will travel here to share in your skills, and experience what you have to offer. You and your girls. I could not be more happy or proud to have Maggie's in my city." She wrapped Lily in a gentle hug, and Lily couldn't help but smile. Probably something that came with the thousands of years of wisdom and experience, learning how to make people feel better. She returned the embrace, smiling as she buried into the warm skin of Celestia's collarbone.

"Thank you, Princess Celestia. I owe a debt of gratitude to you and all of Equestria. I will serve them as best I can." Celestia pressed her laqcuered fingernail to Lily's nose teasingly.

"You had better. Come on, now... There's a matter of your payment to discuss." In the blink of an eye, Celestia was clothed once more, opening the door to the underground lovemaking chamber. Lily dressed on the fly, forgoing underwear and just pulling her dress on. As they ascended back into the main lounge, Lily noted how empty it was. Only Maggie remained at the front desk, and she blinked at them as they advanced towards her, all smiles and laughs.

"P-pricess Celestia!" She gasped, falling out of the chair to her knees.

"Oh, come now, stop it." Celestia flustered, gently lifting Maggie with a thread of magic. "No need for that now. Goodness, just look at you... Cocaine is a horrible drug, is it not?" Lily saw a tear form in Maggie's eye as she nodded, her chest rising and falling in rememberance of painful memories. Gently, Celestia strode forward, wrapping Maggie's frail body in a gentle hug. "I'm so sorry for all you had to suffer for, Maggie. If I could take it back, I would, but I believe you have a valuable lesson to teach others from your mistake. Perhaps some day, I can return your beauty to you, but not just yet." She whispered softly, just loud enough for the three of them to hear. "Until then, you and your girls have my blessing. Thank you, Maggie. For helping Lily so much." When Celestia pulled away, Maggie was crying freely, but not from sadness.

"Th-thank you, Milady. I am not worthy." Maggie whimpered, wiping tears away as she fought the urge to break down. Lily wrapped an arm around her shoulder as Celestia turned away, smiling at them over her shoulder.

"I'm afraid I must be going. I do need to get some rest before dawn. Farewell, Lily. Maggie. I hope I see you again in the future." Then she was out the front door and gone. Maggie composed herself, wiping bloodshot eyes.

"I need a drink." She groaned, making Lily laugh and hug her tightly.

"Me too, Maggie... Me too..."

-------------------------- Notes from the Author --------------------------

I wrote and published this chapter tired as all hell. I'm in the middle of a 14-hour shift, and this isn't the only request chapter I've written this evening. Though it is the longest yet. As you can probably tell, I have a BDSM fetish. Nothing super hardcore, but I do have my girlfriend to thank for turning me on to it.

Celestia isn't exactly one of my favorites, but she is an idol in the brony world, so I took some time and dedication in writing this chapter. At least, as much time and dedication a half-baked, tired mind can muster. This computer, for reasons unknown, lacks spell check, so I probably have numerous grammatical errors. Anywho...

I hope you all enjoyed this and the previous chapter, as much as I enjoyed writing them. Which is to say a lot. In fact, it's the only thing that's kept me awake this entire night...

Check my blog for updates and news.

And thanks for the read ^.^

Open to all customers

----------------- Request chapter: Gilda -----------------

The following takes place one month after Maggie's has opened

Lily shivered as she glanced out the window at the sideways rain blowing down the street. "Honestly," She muttered, watching a couple struggle against the wind and rain. "What is the weather crew thinking?" The night was slow, very few customers coming and going, no one really staying for some fun. The girls were all bored, with nothing to do but drink and play cards. Lily had played a few hands of poker, but was now just staring out the window, hoping someone, anyone would come by. Maggie slid up to her side.

"Whaddaya think, kiddo? Should I call it a night?" She asked, nudging Lily's ribs with her elbow. Lily sighed and watched someone with their back to the wind stumble past.

"I would say yes, but not tonight... It's pretty bad out there, and if someone passes by, I'm not one to turn them down a warm bed. Pleasurable company or not." Maggie arched an eyebrow.

"I think that's the first time you've referred to a bed without sex being involved." She teased.

"Oh shush you." Lily swatted at her playfully, laughing as Maggie spun away with a lot more grace than she had expected.

"You've got a point though. I'll leave the light on for the night. Think you can hold the fort down until close?" She asked, smiling at Lily.

"Wait, you mean... Run the place?" Lily asked. This was the first time Maggie had suggested such a thing.

"I don't see why not. You know the business just as well as I do by now. I'm gonna call it an early night." Lily checked the clock on the nearby mantle and noted the time was close to 1 in the morning. Really? A whole night without a single customer? Sighing, she waved Maggie off and took the seat behind the front desk, passing time by fretting over her nails, staring blankly at the front door, and watching the girls break off one-by-one. Jason remained, as after most of the girls left he locked up and watched the building from the outside. Finally, it was only her at the front desk and Jason, still sitting stoically in the corner. She sighed and looked over at the burly security guard.

"I guess we can lock up..." Lily groaned, noting the time as a little after 3AM. She and Jason padded to the front door, keys jingling in his hand. Just as she poked her head out to check the rain-swept street, though, the door bumped into someone just about to enter.

"Hey, watch it!" Lily jumped back at the scolding tone.

"S-sorry!" She stuttered, offering a pathetic smile. Whoever she had just hit was wearing a very long, thick trenchcoat with a hood pulled up over their head.

"Well, can I come in, or no? Fuckin' soaked out here." Jason held the door open, his eyes lowered at the late-night visitor. Lily stepped back as they pushed in roughly, sporting a moderately-sized frame.

"We were just about to close up, and surprisingly enough, you're the first customer tonight." Lily said with a warm smile.

"Customer? Oh, wait, is this that one place... Maggie's?" The voice was decidedly low and somewhat gravelly... But had a certain feminine quality to it. Lily nodded cautiously, wondering what stranger had just visited the business. "Shoot, and here I thought I was lost. Hard as shit to find this place in the rain. Can I get a room or what?" She nodded to Jason, who took the hint and locked the door behind the customer as Lily led them down a nearby hall.

"Are you looking for some company with that room, or no?" Lily asked, choosing a nearby room that was well-appointed. The guest just scoffed and pushed in past Lily, the hood buckling as they cast a glance back at an inquisitive Jacob. Lily waved the guard off. She could handle them if things got out of hand.

"'Course I am. This is a whorehouse, innit?" Looking around the room, dripping rainwater onto the carpet, the guest finally threw their hood back. Lily gasped in recognition. The woman's features were very sharp and angular, particularly around her chin and nose. They led up to full cheeks and a wide brow, however, the shockingly white hair swept back as if by a strong wind. She turned grey hawk-like eyes towards Lily and slipped the coat off, stretching wide, golden-brown wings inside the room. No doubt about it. This woman was...

"Yeah, I'm a gryphon. Go ahead and gawk all you want." She sighed, planting her fists on her hips. Underneath the coat, she wore a loose-fitting tanktop that left long, muscular arms bare. The sleeves appeared to be torn off from a t-shirt, leaving the side of her ribcage exposed almost down to the edge of her breasts. Her pants were baggy and sported quite a few pockets, leading down to bare feet. Aside from the sharp angles of her face, she looked just like any other avian. But Lily had dealt with gryphons before. Much like dragons, they had an alternate form they switched to when flying, or worse, fighting. Changelings and gryphons had an unstable alliance of sorts, and Lily had met her fair share in the past.

"No, not gawking... Just been a while since I've seen a gryphon." She muttered, glancing about the room.

"Really?" Her wings seemed to wilt slightly, slowly tucking back against her shoulderblades. "Well shit. I wasn't expecting to meet anyone who knew of us gryphons. Wait a tick, don't tell me... I knew this place had a changeling working here... Are you-" She was cut off as Lily shifted into the hulking Liam, smiling down at the now-shorter avian-esque woman beneath him. "Huhn. Well... Listen here," Her eyes trailed pointedly up and down Lily's muscular form. "There's an avian I've had my eye on for a while. Truth be told, it's 'cause she's an old friend who kinda put me down. If I took revenge on the real one, I'd be in trouble. So..."

"You need me to change into them so you can have your way, and feel good about getting some much-needed revenge." Lily finished the sentence, smiling as she smoothly shifted back into Lily. "I can do that for you. Do you have a photo, or at least a good description?" The gryphon shuffled her feet, flushing slightly.

"This is SO not cool... But I can't get her outta my head. I gotta do this or I'm gonna go nuts. Do you know an avian named Rainbow Dash?" Lily blinked. She knew Dash well. Her brow furrowed in concentration for a moment as she slowly grew a little bit taller, wings sprouting from her back. Hair color, muscle tone, bust size, it all started to slowly change as she focused on getting the memory right. The gryphon fidgeted while Lily focused on getting it right. Sure enough, she had nailed Rainbow Dash fairly well... Down to the muscles in her shoulders where wing met bone. Spreading her muscular wingspan experimentally, Lily was satisfied with the result. The gryphon, however, appeared to be getting more... Angry.

"Uuh..." Lily started to say, until Gilda started pulling clothes off.

"I'm gonna be rough. That okay?" She asked, pulling her shirt off. Lily couldn't help but notice the lack of a bra, and her pretty decent bust size. "And the name's Gilda. If it gets too good or bad, I want you to yell it... That'll help." Lily couldn't help but grin. She pulled her fist up in front of her, doing her best imitation of Dash's peppy voice.

"Don't worry, birdbrain, I like it rough." That'd didn't sit well with Gilda. She was in the middle of stripping her pants off when Lily said it, and the dangerous flash of anger she got was enough to convince Lily to re-think calling a gryphon 'Birdbrain' anytime soon. Gilda leapt at her, but her pants weren't all the way off. She fell flat on her face, leaving Lily the room to dance out of her thrashing grip.

"You little bitch, I'll get you!" Gilda roared, quickly kicking her pants off. She rolled to her feet, lunging once more as Lily twirled out of the way. "Damnit, sit still already!" She was getting really frustrated, her actions wild. Lily easily slipped around, under, or away from every lunging grasp. Backed into a corner, Gilda thought she had her, but Lily flapped twice and arced over her head.

"Hah!" She cried triumphantly, but Gilda wasn't one to be bested in the air. At least, not easily. Stepping off the wall, the nude gryphon spread her own wings and flew straight for the airborne Lily fast as an arrow. No way to dodge in the air, Lily heard the Gryphon cry triumphantly.

"Gotchya!" Arms wrapped around her waist, and a hard shoulder drove into her stomach. Remembering to tuck her wings safely, Gilda and the shifted Rainbow Dash fell onto the bed in a limb-tangling crash.

"Oof!" Lily grunted as Gilda landed atop her, quickly straddling the struggling woman.

"You aren't going anywhere." Gilda panted triumphantly, grinning down at her. Slender, powerful fingers wrapped around her wrists, easily pinning her arms to the bed. "Not until I've got my payback." Flattening her body against Lily's own, Gilda mashed their lips together. Hard. A thick, powerful tongue invaded her mouth, forcing her teeth open and engaging her tongue in a fierce wresting match.

"Hmm!" Lily groaned, squirming underneath her. Gilda weighed more, and Lily couldn't do a thing aside from tangle their legs together more. Smoothly, Gilda raised both arms above her head, clamping her wrists together in one hand. That left her other free to slide down one arm, over the flat chest, and down to the hem of Lily's shirt. Quick as can be, Gilda wrenched the shirt up, smothering Lily's face for a moment as she struggled to pull the fabric up and off. Bare-chested and flushed, Lily felt the fabric tighten around her wrists, though she was greeted with the sight of Gilda's bare, jiggling chest while she tied off her wrists.

"There we go. Can't have your hands getting in the way, now, can we?" Gilda grutned, tying one last knot with the stretched t-shirt. Lily pulled, but only got about an inch of give before her clamped wrists were stopped. Looking up above her head, she noted Gilda had tied the other end of the t-shirt to the headboard.

"Oh, you bitch." Lily groaned, looking back at a grinning Gilda.

"Keep looking at me with those eyes, Dash." Gilda said, her fingers clamping onto Lily's cheeks. "I want you to hate me with those eyes while I make you pay for everything you did to me." The muscular gryphon leaned in for a firm, hard kiss that stole Lily's strength, made her gasp as Gilda's tongue pushed into her mouth again. Both of the gryphon's hands were free to roam now, sliding up and down Dash's arms, teasing her flat chest, her steadily-hardening nipples. Her legs were still free, though, and she was beginning to get a devious idea. Gilda was too caught up in the kiss, breaking for a few heavy breaths before delving back into it. Slowly, Lily adjusted her legs inbetween Gilda's, and just as the gryphon pulled away for another breath, she quickly planted her feet, lifted her hips, and used all the muscles from her abdomen down to push the Gryphon up.

"Gah!" Gilda's hands flew out, planting into the sheets on either side of Lily's stretched arms, and just as planned, her chest smashed directly into Lily's open mouth. Quickly, Lily clamped her teeth onto the soft flesh of Gilda's breast, sucking nice and hard. "Hey! Ow!" Gilda cursed as Lily sucked until her cheeks hollowed out, surely leaving a hickey and a stinging mark. Gilda pressed forward, relieving the stress on her flesh as her hands fell to Lily's face, forcefully pulling her jaws open.

"Pah!" Lily spit her tit out, saliva spraying over her face as Gilda held her chin in a powerful grip.

"Now that," Gilda panted, her cheeks flush with anger and arousal. "Was a bitch move. I'm REALLY gonna make you pay now." Sitting up, Gilda dove a hand inbetween Lily's toned thighs, quickly shoving two fingers into her tight, unprepared center. Lily gasped and arched her back, clenching her jaw closed against the waves of pain and pleasure. Gilda moved the other hand to her nipple, pinching and rolling the hard flesh to stimulate Lily further. It worked, as Lily began to slowly emit enough wetness to let the gryphon's fingers slide in and out roughly.

"Haah! Ow! Oh, fuck, ow!" Lily panted, pain and pleasure echoing in equal measures through her entire body. "Gildaaaaaa!" She whimpered, arching her back.

"Bet you're just loving this, huhn? Look at that." The fingers left, now hovering right above Lily's wide eyes. The powerful digits glistened with evidence of her arousal, making Lily blush. She really WAS enjoying this... One couldn't help but feel envious for the real Rainbow Dash... If Gilda ever got her claws into the real avian, that is...

"N-no..." Lily whimpered teasingly, squirming. "Let me go, mouse breath!" Agitation seemed to work really well. Gilda growled and shoved those two fingers back inside, adjusting so Lily's legs were spread on either side of her now. Gilda rested on her knees inbetween Lily's spread legs, plunging her fingers smooth and deep into the wet center before her eyes. She was relentless, grinding her palm against the joint of Lily's thigh as those fingers curled and flexed deep inside before pulling out to viciously finger-fuck her. Lily couldn't hold out forever.

"Gaah!" She cried out, letting loose a torrent of thin fluid, her thighs shaking with the force of the orgasm.

"That's right, Dash. I'm gonna make you cum until you lose your mind." Gilda grunted, still plunging her fingers in over and over, her front spattered with orgasmic juices. Lily had to admit, she was more than likely going to enjoy this tonight...

"P-please..." She whimpered, chest heaving in the aftermath. "S-stoppit..."

"Not a chance, Dash. Gotta make you pay. For everything." Gilda pushed her soaked fingers into Lily's mouth, forcing her to taste the juices coated there. "Taste your pussy. Doesn't it taste great? That's how much you're getting off on all this." Gilda growled, making Lily forcefully suck her fingers dry. While Lily's tongue fought against the curling fingers in her mouth, Gilda smoothly moved her other hand back downstairs, sliding two more into her dripping slit.

"HmmFF!" Lily gasped, her mouth opening. She couldn't scream properly, Gilda's fingers clamping her tongue to the bottom of her mouth. She pulled at the shirt, felt the fabric give with a small tear.

"Ahh, shit... You're gonna rip it if you keep that up." Gilda stood and left Lily laying there, grinning down at her. "Lemme get my belt, just so you don't get away." Lily waited until Gilda turned her back before lifting her legs up, up, and over her head. Feet planted on the headboard above her, she used her leg muscles to pull at the t-shirt. Fabric ripped, her hands were free, and she quickly rolled onto her feet, crouching on the bed. Just as she was about to spring off, in an attempt to run for the bathroom, Gilda tackled her back, suppressing Lily with her weight again.

"You little bitch!" She grunted, fighting against the quick but not-as-strong Lily. Soon enough, she had Lily pinned, straddling her hips and holding her still-bound wrists down into the sheets. "Thought you could get away, huhn? Not this time, Dash. I've got you, and I'm gonna make you pay." Gilda spoke through the leather belt in her mouth, grinning wickedly down at Lily. Fighting all the while, Lily wrenched and writhed, but couldn't stop it as Gilda replaced the shredded t-shirt binding with her belt, cinching the leather tight around her wrists. The long tongue leftover went back to the headboard, stretching Lily's slender arms over her head once again.

"On your stomach, Dash."

"Fuck you." She earned a swat on her thigh for that. The stinging blow left her... Excited.

"I SAID, on your stomach!" When she just glared at Gilda, the gryphon quickly grasped her knees and flipped her over forcefully. Stretched out on her front now, Lily's gaze was filled with the dark sheets and nothing else. She felt her hips lifted, placed onto Gilda's lap. Her ass was stuck up in the air, a tempting target. And apparently the only target. Gilda's hand fell onto the taut flesh powerfully, sending a shock of pain and sexual excitement directly into Lily's stomach.

"MFF!" She gasped into the sheets. Another swat. "HMM!"

"Ya like that, Dash?" Gilda teased, rubbing her palm over the stinging mark. "I think eight more should do. To punish you for trying to run." Gilda rubbed more firmly before pulling away and smacking again, a little harder. The shock entered her body forcefully as Gilda kept her hand on Dash's tight ass after the smack, transferring all the energy into her body. The shock seemed to travel directly into Lily, right into her stomach... No, not her stomach... Her... *SMACK*

"HRMMM!" Her womb... Gilda was sending the shock of the spank right into her... *WHACK*

"AAHMM!" RIGHT into her uterus, the very pinnacle of womanhood. She was leaking fluid now, the pain and excitement almost too much. Her ass cheeks throbbed with the pain, tingled with the pleasure, her thighs soaked with arousal. She had never been spanked for excitement before... Nothing more than a love pat to get her warmed up, or to tease... No, this was... Was something entirely different. *CRACK*

"HAAH!" She arched her head up from the sheets, breathing hard as the fifth spank echoed out loudly. Gilda rubbed her flat palm into each mark, making the majority of the pain quickly fade into pleasure.

"Lookie here..." Gilda teased, rubbing her thighs, slick with juice. "You're REALLY getting off on this, eh Dash?"

"F-ff..." *WHACK* "AAH!" She rubbed it, Lily's cry subsiding into a pleasured whimper.

"Which cheek next, left or right?" Gilda asked, her tone both teasing and commanding.

"L-left..." *SMACK*

"Tell me what a bad girl you've been." Gilda teased.

"N-no..." *SMACK*

"Say it, Dash!" Just two left...

"N... N... NO!" Lily whimpered. *CRACK!* That one REALLY hurt... She flexed every muscle, but was denied as Gilda pushed her face back into the sheets. *WHACK!* The hardest one yet left Lily's mouth hanging open in as loud a scream as she could muster, muffled by the sheets as Gilda's hand forced her head into the sheets. Her entire lower body throbbed from the pain, making her whimper and cry.

"Tell me what a naughty little bitch you are, and I'll make it feel better!" She wrenched Lily up by her hair, and a whimpering moan is all she could manage for the longest time. Finally, she found her voice.

"I-I'm... A bad girl..." She panted.

"What was that? Didn't hear you."

"I-..."

"Speak up, Dash, or I'm just gonna spank ya again." Gilda lifted her hand threateningly.

"I'M A BAD LITTLE GIRL!" Lily cried, drooling and leaking tears. "I've been so bad to you, Gilda! Please, punish me!" What was she even crying? Was she just trying to say what she thought Gilda wanted to hear? Or was she really sincere? Was she getting off on all of this?"

"Good girl," Gilda cooed, gently laying her palm on the throbbing flesh. The firm kneading motion of her hand rubbed the pain away, soaked it up and let Lily's mind focus on the pulsating pleasure. She flexed her core muscles, feeling more wetness leak onto her thigh. Pain all but gone, Gilda smoothly slid two fingers inside of her again.

"Hnn..." Lily groaned, hardly aware of anything below her waist now. It was all just one big goo ball of sticky, slick pleasure.

"Damn, girl! Look at how easy my fingers slide in... You're so fuckin' wet down here... I wonder..." Her fingers spread the thin juices around, and soon enough, a single thin digit slid into her back door. Lily flexed only a little, welcoming the intruder with open walls. "So you DO like it up the ass, huh Dash? I thought so, such a dirty little thing... Gilda smoothly moved her finger around, testing the rigid walls. "Lessee if we can get your ass to cum..." She pushed a second finger in, and that much, Lily could feel. She whimpered and bit her lower lip, feeling the pleasure begin again in earnest.

"Haaaaaahh..." Her breath was ragged as Gilda pumped her fingers in and out of her slick pucker, occasionally transferring more juice to the yielding flesh. "Gonna..." Pleasure tingled through her more intensely, not the usual sort, either... "Gonna cum..." She whimpered, hands clenched into fists. Gilda was silent, diligent, and firm. "Aaaaaahh... Aaaahh... Aah, ah, ah, AH! AH! AAAAAAAAAAHHHHNN!" Lily felt herself clamp down on the fingers, just as her dripping vagina squirted a thin stream of clear fluid clear off the bed, the sheer force carrying the liquid well off and into the bedroom carpet.

"Holy fuck!" Gilda said, watching the spectacle with wide eyes. It continued for a full four seconds, followed by a second lesser squirt, then a good amount of dribbling liquid that stained the sheets, started creating a puddle underneath them. "I mean seriously, holy FUCK!" Gilda pulled her fingers out, just rubbing them up and down Lily's soaked womanhood. "That was... Fuck!" Panting, Lily couldn't help but grin, her senses filled with the throbbing, wonderful sensation.

"Uuhn..." She moaned, slurping up a stray bit of drool that had slid out of her lips.

"Hey now, don't be doing that just yet. You're gonna be needing all the spit you can get for what's coming next." Gilda pushed her around again, her arms still above her head as the gryphon laid Lily out on her back. Smoothly, she straddled her shoulders, her own shaved, dripping womanhood hovering above Lily's face. "Lick it." Lily obliged, craning her neck forward to tease the slit with her tongue. "I meant LICK it, lick it. Not tease it. Come on." Gilda pushed her hips down just a bit, grinding against Lily's tongue. She licked a little harder, her mind still full of the wonderful haze leftover.

"Hmm..." She moaned, feeling Gilda's own mouth press to her numb center, quickly returning feeling with a few forceful licks. Gilda's hands slid under her hips, grasping her rear as she licked and flicked the dripping pussy she had made on her own.

"Not good enough, Dash..." Gilda teased, swaying her hips. Lily tried to follow the swinging hole with her tongue, but couldn't. "Fine, I guess I have to do everything myself. Just stick your tongue out." Lily obliged, and the Gryphon quickly dropped her hips onto Lily's face.

"MFF!" She groaned, eyes snapping wide. She was granted with a vision of Gilda's tight rosebud, leading to the wet hole beneath it, that was firmly wrapped around her tongue.

"There we go... Let me ride that dirty tongue of yours..." Gilda groaned, grinding her hips up and down. Lily could do little else as the gryphon started riding her tongue, whimpering and moaning as her fingers plunged back inside, swirling around the tingling walls with a firm touch. She felt fatigue take her jaw, but the way Gilda seemed to be enjoying herself, she could hardly bring her tongue back inside her mouth now. Gilda ground her clitoris against Lily's chin, rode her tongue like a professional would ride a penis, and started breathing even heavier.

"Ooh... Aah, fuck... Hmm... Dash, I'm gonna... I'm gonna cum..." She whimpered, grinding harder and deeper. Lily fought to curl her tongue, adding a new dimension to the motion as Gilda's grinding slowed, focused on the pleasure, forced her over the edge. "AAH!" She cried out, driving her trembling fingers deep into Lily as she clamped muscles around the strong tongue inside of her. Shivering and panting, Gilda slowly came down from her orgasm, panting and smiling all the while. She leaned forward and kissed Lily's flat, toned stomach before turning around to undo the knot in the belt and free Lily from her bonds.

"Ngh." She flinched as sore muscles were relieved, aching as Gilda worked at untangling her wrists with unsure fingers.

"Told you I'd make you pay." Gilda grunted, kissing Lily with a little less force than she'd come to expect from the dominating woman. Lily could only weakly kiss her back, feeling sore and tired all of a sudden. "Now get the fuck out and let me sleep." She pushed Lily off the bed, slumping onto her face in the damp, tangled sheets. Lily reluctantly shifted and covered herself with the tattered remains of her clothes as she padded out.

"Some women..." She muttered, making it back to her own room just as the sun crested the horizon. "Ugh, I need a shower..."

Dreamless Waltz

----------- Request Chapter: Dream Dancer (OC) -----------

The following takes place a few short weeks after Maggie's opens and begins attracting customers.

Lily lifted her head as the front door swung open, a warm summer breeze ruffling the edge of her dress as she smiled at the visitor. She fought to keep her lips curled upwards, however, as the man was clearly not her average fare.

"Good Evening." She greeted the man, smiling as she walked forward to welcome him. He was a striking figure, tall and lean, his wild hair dyed in odd strips of red that made a garish, striking contrast against the rest of his black hair. She stopped a respectable distance away, waiting for the man to reply. He just fixed her with brilliant, smoldering eyes that seemed to be scrutinizing every detail of her appearance, but they never shifted from her own. Blinking once, she crossed her hands in front of her gently, waiting for a response. None came.

"Can I help you?" She asked, adding inflection at the end to lead the man on into conversation. Yet another awkward pause as the man didn't answer. When she opened her mouth to speak once more, he cut her off.

"Indeed you can. Are you Lily, the changeling I've heard so much of?" He asked. His tone was surprisingly light for such a striking figure. She allowed her gaze to travel down his form slowly, taking in the strange manner of clothes. He wore a leather vest over a loose, almost rustic-looking shirt. Yet another striking contrast. She had to stop using that word in her head... The clash of edgy and classical one she pondered on. Travelling yet lower, his long, slender legs were clothed in simple slacks, leading down to muddy boots. She bit her lip and nodded, forcing herself to interact with this strange man.

"Indeed I am. What brings you to Maggie's, Mr..."

"Dancer. Dream Dancer. Most call me Daniel, however... I'm not terribly fond of my given name." The name shot through her, quickly reminding her of one of her alternate forms, the strong and agile Dancer, who had seduced Rainbow Dash. The memory brought a flush to her cheek as she nodded gently.

"Daniel. May I call you Dan?"

"No you may not." He cut her off, frowning slighlty. She raised her hands defensively.

"I understand. Daniel, please, come in. make yourself comfortable." Daniel was just about to advance when he remembered the sorry state of his boots. He took a moment to pull them off and leave them by the entrance, his vest sliding down his arms to be hung on a peg as well. Barefoot and looking much more sensible, save the ridiculous hair, Daniel advanced into the lounge. To keep guests relaxed, Lily always had a fire burning, and she added another log as he took a seat rather comfortably.

"Quite frankly, Ms. Lily, I've been rather stressed of late." His manner of speech was both odd and gentlemanly at the same time. Probably because the wild hairdo with the classical clothing. She was both intrigued and slightly frightened around this man. She reminded herself to be professional, to treat this man as she would any other.

"I understand. As you can guess, we're rather talented at relieving stress." Lily sat opposite him, crossing her legs demurely. She wore an elegant backless dress that fit her frame well, hung to her knees, but still left little to the imagination. She was, after all, in the business of sex.

"Quite." Daniel said, very intentionally scanning her body up and down. "Truth be told, I'm at a loss of a dance partner. Would you be interested in fulfilling this role for me tonight?" He asked, his gaze never leaving her body. Those eyes were so piercing... She felt both exposed and scrutinized at such an intelligent and calulating gaze. Nevertheless, she couldn't spare herself the joke. Curling the corner of her mouth, she spoke softly.

"Horizontal dancing, I hope?" She teased. Rather than a soft-hearted chuckle, all she recieved was a cold, calculating stare. Her smile quickly faded as he let silence reign for a few moments.

"Perhaps." He finally said, raising his arms to lay across the back of the couch. "I was hoping to start with a simple waltz. Perhaps progress into a more complex ballroom style should you prove worthy. Then, maybe, if I feel like it, we can do the... Ahem... Horizontal dance." So that was it. Dream Dancer literally wanted to do just that... Dance.

"But of course, Daniel." She said obligingly. "I would be happy to share a dance with you. Though our lounge isn't the most suitable area. Perhaps we could re-locate?" With a curt nod from her potential customer, the two of them rose and made their way deeper into the rather expansive business. Space was one thing Lily needed most of. She had made sure her business had enough room for... Expansion. A few short hallways later, and they stepped into a large bedroom with an open floor. Much of that floor was occupied by a moderately-sized bed, but the main feature of the room was a wall stuffed with records, CD's, tapes, and the like. All manner of playback devices from a CD reader to a gramophone sat off to the side, ready to be used. Lily reserved this room for music enthusiasts.

"May I?" He asked, advancing to a stacked collection of records.

"By all means." Lily waved a hand, smiling as he started flipping through the sleeves one by one. She waited patiently, remaining silent until he finally pulled a single record free, scrutinizing the cover before nodding to himself.

"This will do. Please, play this record." Lily took it from him, noting some obscure classical composer. She placed it on the record machine and set the speed and needle, smiling as strains of slow, beautiful music began to play. She wasn't very picky when it came to music... She could listen to almost anything. If it had a catchy beat and words she could sing along to, Lily would enjoy listening. When in the proper mood, Classical fit the bill well enough sometimes. Still, she had never been one to persue music actively. She certainly demonstrated no skill with any instruments. She turned to her partner, who had his eyes closed and was swaying one hand in time with the music.

"Aah, yes... This will do nicely. I presume you know how to Waltz, Lily?" He asked, his eyes still closed. Lily nodded, realized he couldn't see, and after clearing her throat, spoke.

"Yes... I dare say I have a natural talent for dancing, though not very much experience. Admittedly. I should ask before we begin, is there any particular form you prefer?" She asked, ready to shift in a moment's notice.

"Aah. I had nearly forgotten. Here." He slid a hand into his pants pocket and withdrew a slightly crumpled picture. The woman in the picture was a vision of simplistic beauty, a woman Lily had never seen. She shifted as best she could, trying to match the photo. "Shorter. No, not that short. There you go. Her hair is longer." Daniel corrected her as she changed, finally fitting the appearance correctly. "There it is." He said gently, offering his hand. "Milady, may I have this dance?" The first song from the record ended, and just as she took his hand, the second began. Only a slightly faster tempo, she fell into his lead easily.

"I see you were not merely boasting. You do have a natural talent for dancing." He said, spinning Lily into an uncomplicated step. She followed well, hardly missing a beat when it came to keeping pace. He held her at a respectable distance, not terribly close, but not so far they couldn't dance well. She figured this was traditional, and didn't question it in the slightest.

"I try and make it a point to tell the truth." She said softly, remembering her discussion with Princess Celestia before having to face Chrysalis not so long ago... The memory was still fresh, from her defiant statement to the flight over the Everfree Forest and her injury. Still, the past was the past and had no bearing on the present, which was slowly getting more tricky. True to his name, Daniel was a skilled dancer, and he twirled her about masterfully. She struggled to keep up, doing so with more than one tramped-on foot or a stumble. Thankfully, the song ended, leading into another slow, sorrowful piece. Daniel didn't miss a beat, just kept dancing, slowing the pace considerably.

"Very admirable, Lily. You dance very well. I'm sure with some practice and a few lessons, you would be a masterful dancer." He said, and it was then she realized how close he had pulled her. His hand rested low on her hip, their fingers curled rather than cupped together.

"Why, thank you." She said softly, unsure exactly how to handle herself around a gentleman of such bearing. Wild hairdo notwithstanding. Deciding to try and make smalltalk, Lily moved the conversation in a slightly different direction. "If you don't mind my asking, who is the woman in the photo? She was awfully beautiful..."

"I'm afraid that's a little... Too personal..." He countered, though she noticed he did pull her a little closer. "I think it suffice to say she's gone now." Lily bit her lip, the lip of the woman he obviously had feelings for. Wether this was a guilty indulgence on a memory that ought not to have been visited or a touching rememberance of one long since past, Lily was unsure... Though it wasn't her place to question or judge either way.

"I'm sorry for your loss." She said softly. Daniel stopped dancing and looked down at her, and she saw a certain kind of sadness in his eyes.

"You look so much like her... It's slightly eerie, really... Like I'm dancing with her again. Please, may I call you by her name?" Normally Lily would have retorted with some sassy and sexy remark, something to the effect of 'You can call me whatever you like' but she bit her tongue and nodded instead, going a safer route.

"Of course, Daniel." He sighed and pulled her close, his head dipping down to whisper in her ear gently.

"Thank you, Marie." The sound sent shivers up her spine, and she felt her hands tighten against his body slightly. She looked up at him with a soft smile, and he returned with a gentle, passionate kiss. The music swelled just as he swpet her into a far more intimate step pattern, their lips still pressed together. having warmed up, Lily stepped with him gracefully, the two of them swinging a slow circle around the open area of the room. They broke apart for a staccato breath here and there, but their lips never remained apart for long.

It didn't take much longer, either, until Daniel's desires got the better of him. She felt his arousal through the fabric of the slacks he wore, and she noticed they were stepping marginally closer to the bed. The current song ended, and he ever so gently guided Lily onto her back.

"Marie, I've missed you so much." He whispered, stretching out on top of her. His slight weight was both easy to handle and reassuring, warm and delicate, just like his careful touches on her hips. She went with what felt right in the moment, whispering a response to him.

"And I you, Daniel... Please, let's enjoy our night together." She whispered softly. Daniel responded with another kiss, slightly more insistent, and definitely more passoinate. It was obvious to her he wanted this, and wanted it badly. Whomever she was, she must have been very dear to him. His arms slid under Lily's back, slowly drawing the zipper of her dress down to it's end. All the while, his lips never left hers, always kissing gently. Just as his hands started to pull the dress free of her shoulders, Lily felt his tongue press to her lips, asking for entrance. Never one to deny, she opened her mouth willingly, meeting his tongue like two dancers converging on the floor...

Daniel was very skilled. He didn't have to pull away to have her dress almost all the way off, the fabric free from her chest and arms already. She wrapped her arms around his neck, one hand sliding up into his hair. The strands were not gelled in place, as she would have suspected of such a wild hairdo, but rather tingled with the traces of magic. So he was a Magi... That might explain his demeanor... She gripped his head ever so gently, letting him know how much she was enjoying his skilled touch.

And she was enjoying it... The heat from her crotch must have been felt by him, as his touches became slightly more insistent. Smoothly, he lifted his hips, his hands pushing her bunched-up dress down and off. She squirmed her thighs, using a slight spreading motion to push the fabric down the rest of the way. Smoothly, the sheer fabric fell to the floor, and the two of them took a few moments to re-adjust on top of the bed. During this time, Daniel stripped his shirt off, and Lily noted what appeared to be a burn scar on his left shoulder. She stopped the passionate advance with a gentle touch to that area. It was obviously as sensitive memory, as the melancholy expression in his eyes indicated. Gently, he cupped her hand, raising it form the burn mark to his cheek. She cupped it gently, pulling him into another deep kiss.

Then things really got interesting. After that kiss, Daniel slowly sunk downwards, his mouth trailing light kisses over her neck and collarbone. He followed an unseen trail up the slope of her breast, gently pulling her nipple into his mouth. She felt the warmth of his tongue caress her areola before flicking the nipple proper. His skillful execution made her nipple hard almost immediately, and gooseflesh covered her entire body. She still held onto his hair loosely, not guiding him, just gripping the strands to let him know how much she was enjoying this. One of his hands slid down her stomach, under the hem of her panties, caressing the soft hair on her pubis.

"Aah..." She moaned softly, her hand closing around the sheets. His own hand slid farther, gently opening her petals with an expert touch. His free hand pulled her panties down, and she was reluctant to close her legs, even for a moment. His touch was getting her rather hot, she had to admit... Panting heavily, she felt the last bit of her clothes leave her body, allowing her to spread her legs a little wider, giving him better access. He took advantage of this almost immediately, one finger seeking her clitoris to rub in slow, even circles. Not the most talented touch, but certainly adequate. She quivered in anticipation, more than ready for what was to come.

"Daniel." She groaned gently. "Please, take me... Make me your own." Apparently that was exactly what he needed to hear. Smoothly, he sat up, unbuttoning his slacks and stripping them off. She was loathe to be without his touch, even if it meant something greater was to come. She opened her legs for him, smiling softly as he settled between them, his eager manhood throbbing visibly. With one hand, he adjusted the head against her, rubbing it against her wet lips, up and down smoothly. The feeling was one she enjoyed immensely, the touch one to get her hot and ready in an instant. When he had found what he sought, Lily felt the pressure build as he slowly pushed forward...

"Hmm!" She moaned, feeling her entrance unlock, spreading open for him to slide in. Smoothly, she felt it glide over the wet flesh, his head much wider than the shaft. Hard pat done, he slid in much easier, settling into Lily's sex with ease. "Haaaahh..." She groaned, letting her breath exhale. Their legs tangled wonderfully, her other hand sliding over his side, drawing their bodies together.

"I've missed this." Daniel whispered softly, flexing within her. She nodded against his neck, kissing the warm flesh gently.

"As have I, my love. Please... Take me. I'm yours." Daniel slid halfway out then back in smoothly, his hips moving instead of his entire body. He stayed close as possible, and it seemed as if he was soaking up her presence. Quivering, he made love to Lily, reaching his climax almost soundlessly. Rapid, thin breaths were the only indication Lily recieved he had felt much of anything. Pouring his hot seed into her body, Daniel shivered before smoothly rolling off, laying next to her side. He buried his face against her neck, inhaling the scent of her hair.

"You even smell like her... Incredible." He muttered softly. Lily felt his chest shake with a few soft sobs, and rather than shy away fearfully, she embraced him smoothly, letting him break down. He cried quietly, and Lily held him until his breathing evened out, his chest rising and falling slowly. With a gentle sigh, she, too slipped away...

She dreamt of dancing.

The morning sun woke her gently, and an exploratory hand revealed there was no one in the bed with her. Yawning and stretching her arms over her head, Lily stood and dressed as best she could, visiting her personal room nearby to change into a robe. This early in the morning, Maggie's hadn't attracted anyone. The few other girls she had hired to work with them were still asleep, and the only sound was her bare feet swishing over carpets and warm wood floors in euqal measure. The only other person awake was Maggie herself, who joined Lily at the breakfast table as she munched on toast and read the Canterlot Times.

"So... Last night, eh?" Maggie asked, her tone indicating something more than Lily was aware of.. Lily had since shifted back to her original form. She tried to remain in it as much as possible, trying to change only when customers requested it.

"Indeed. His name was Dream Dancer, though he preferred to be called Daniel. Don't ask why, he didn't say. Was an average night... Though a few strange things happened. Nothing to worry about. I would welcome him back, should he return." She said, flipping a page disinterestedly. Maggie chuckled and swiped the other slice of toast.

"I should think so. Take a look at this." The first crunching bite punctuated the simple maneuver. Lily glanced down at the slip of paper that was slid across the table towards her. No, she had to have been reading that wrong... Couldn't be? Was it?

"Is that..."

"You guessed it." Maggie leaned back in her chair, crossing a leg smoothly. "Your client Mr. Dancer last night paid a grand total of five thousand dollars for a single night. More than double our going rate. Lily, whatever you did, I've the feeling you've gained a permanent client." She said, slapping a hand down on the table as she stood. "Keep up the good work, girl. Tell me this, though... What exactly DID you do with him last night?" In response, Lily just smiled up at her old friend, manager, and business partner.

"We danced."

------------------- Notes from the Author -------------------

I wasn't given a whole lot to go with on this request. A name, a picture, and the line "Keep in mind, my OC is a bit... Stubborn." No mannerisms, behavior quirks, back story, nothing. So I had to take some creative license throughout the story. Calling him "Dancer" or "Dream" Didn't seem to flow very well, so I had to change his name to something at least a little more utilitarian. Sorry, Fire Bolt. My heart wasn't one hundred percent in this one. I apologize if it isn't up to par with what you were expecting, but I feel I did a decent job with what I had to work with. Nevermind that I had to change his name and even give him a seemingly complex and meaningful backstory. I still somewhat enjoyed writing this story, though the most interesting part was coming up with Dream Dancer's borrowed backstory. I think it added depth to an already-difficult-to-write chapter, and made things a little easier on me. Definitely not my longest, this is what I think the minimum length would be for my request chapters.

As with many things, I have to take some creative license when writing the story. Getting a character to fit into my world takes some changing. Some for the better, some for the worse. Please, if you make a request in the future, keep this in mind. Especially for OC's. It's a fine line I walk between enjoying taking someone else's work and modifying or changing it to fit with my own, and what I fear to say is theft of intellectual property. While I enjoy catering to someone else's requests (Quite a lot, mind you) I fear for what the rest of my fans/the world will think about a work involving two OC's and no main characters from the show itself.

Writing stories with OC's is difficult... Especially since Lily herself is an OC. I feel it takes away from the originality of the story, makes things more difficult for the reader to identify with. It's hard enough to place one OC in Equestria alongside an already robust and varied cast, let alone create a story that involves two OC's and none of the original cast. My more dedicated readers and fans of Fire Bolt's may enjoy this, but I don't think the general public will be incredibly interested in it.

Still, I thank Fire Bolt for the second request. Check my blog for updates and news, and I'd like to see some questions to go in my Q&A section before long.

Thanks to everyone for you caring and support ^.^

An Unusual Request

--------------- Request Chapter: Fluttershy, Twilight, and Lily threesome ---------------

The following takes place a few months after Maggie's opens, following the events of A Different Kind of Love, Chapter 7

Lily looked up from the fire as the front door swung inward, a warm breeze following the figure that slipped inside. Maggie was out for the night already, and it was exceedingly late. Still, not one to keep a customer hanging, she stood from the couch, along with the one other girl with her. Both of them smiled as the somewhat mysterious figure closed the door behing them.

"Welcome. Is there anything we can-"

"You." A single gloved hand rose to point at the girl behind and to Lily's right. "May leave. I have business with Lily." That voice was hauntingly familiar... Lily squinted at the hooded figure, trying to make out a face, any distinguishing mark. She turned her head and nodded to the other girl, who gave a slight frown before padding out of the lounge quickly.

"Listen, I don't know-"

"A customer." Lily was cut off as the figure answered the unasked question, slowly lowered the hood covering their face. Lily gasped. "And I'd hope, a friend."

"Twilight!" Lily rushed forward, throwing her arms around the chuckling magi, smiling as the hug was returned in kind. "What brings you here? To Canterlot, I mean..." Lily asked, still loosely embracing her friend, and admittedly, love slave. Though she hadn't had the time to explore the darker side of their relationship, Twilight had called a few times since they had parted ways, shortly before Maggie's had opened. It was mostly idle chat, though they had almost always ended with a hint of desire to revisit the last night they had spent together, though maybe not as Tobias. In fact, Twilight seemed intrigued at the possiblities having a Changeling partner could present.

"Is there somewhere we can talk?" She asked, pulling her cloak off and hanging it on the nearby peg. Her long purple hair was just as beautiful as ever. In fact, Twilight herself looked stunning. Lily nodded and gestured to a nearby hallway, quickly taking Twilight into a vacant room. Twilight cast a hand to the dark hearth, sparking a fire right away. It roared to life on the stacked logs, quickly casting the room in a warm light. Giving a tired huff, Twilight plopped down in a chair before the fire, smiling as Lily sat opposite.

"So, once again, I have to ask. What brings you to Canterlot?" She crossed her legs, leaning back into the plush fabric of the couch as her eyes wandered up Twilight's body. She was still rather heavily clothed, and started pulling her gloves off as she spoke.

"Truth be told, Lily, I have a favor to ask. Professionally, of course." She said, setting the gloves on the arm of the chair. She still wore baggy pants and a long-sleeved shirt. Along with the cape, Lily wondered why the need for all the secrecy.

"Anything." Lily admitted, waving her hand.

"Well, you know Fluttershy. Poor girl is, well... She's shy. I guess there's no other word for it. But she came to me the other day, looking for a book. It was the nature of this book that had me concerned. It was quite erotic, to be blunt. But not straight erotic. It involved women, and a lot of them. Maybe you've heard of it. It's called-"

"Harlots in a Hot Night?" Lily asked, a sly smile spreading across her lips. Twilight blinked, but didn't appear shocked.

"Well, yeah, actually. I never figured Fluttershy to be the type to read erotic novels. Let alone, lesbian ones... But get this." Twilight leaned in closer, smiling slightly as she spoke. "Not only did she have an interest in the novels, but Fluttershy actually wants to try lesbian sex." Lily blinked, gesturing for Twilight to continue. "Well, she just confessed to me. She seems so shy and unassuming, but when she opens up, she talks really fast and really loud. I was actually kind of shocked. She was so specific, though, that she said 'I don't want just you, though. I want someone else who also does it, someone experienced, so you can teach me while she shows me.' I swear, if I had my way, I'd have taken her right then and there."

"I fail to see where I come in on this. Surely you don't want me to..." The suggestive look from Twilight told Lily otherwise. "No, you can't be serious!" Twilight sighed and crossed her legs, gesturing empathatically.

"Who else could I have chosen?"

"Rarity."

"Engaged."

"Really? Wow. Well, what about Rainbow Dash?"

"She got bogged down with work lately. Plus I don't think she's the type." Twilight sighed.

"Pinkie Pie?"

"I want to show Fluttershy a good time. Not rape her and leave her on the floor, exhausted and sore." Twilight chuckled. "Though I would want to see that some other time."

"I'm guessing Applejack doesn't swing that way...?" Lily asked, stretching the question out. Twilight shook her head with a slight shrug.

"I mean, I can't be one hundred percent sure, but I'm not about to ask her something so serious. 'Hey Applejack, Fluttershy wants to know if you're gay or not?' Yeah, that'll fly. About as well as me when Applejack kicks me into the next county."

"So you came ALL the way out to Canterlot to ask me to come back to Ponyville with you so the three of us can have a hot, steamy, lesbian threesome, and pop the preverbial cherry on a shy avian?" Lily asked, arcing an eyebrow. Twilight blinked a few times, then nodded happily.

"Pretty much, yeah. Fluttershy isn't willing to stay away from her animals for very long, so it'd have to be in Ponyville. I'll cover travel expenses along with whatever other cost you see fit. For... You know... Services rendered." Twilight blushed a little, and Lily couldn't help but smile.

"Very well then. I consent. I assume you want to leave immediately?" Twilight mulled the thought over, Lily could see the gears turning in her head. She finally shook her head with a sigh.

"Personally, I need some rest. I've been travelling a lot recently, and I haven't had a decent bed to sleep in in ages. Especially if we're going to do what we're going to be doing, I need to get some quality sleep. Might I rent a room for the night?" Lily chuckled and shook her head.

"You can share my bed. Come on." Lily stood from her couch and scooped Twilight's hand in her own, pulling her up. Twilight resisted, frowning slightly.

"Lily, no, I'm too tired..."

"No funny business. On my word." Lily said, laying a hand over her heart, the other extended to Twilight. "But don't you dare deny me a good cuddle. And I can't promise I won't wake you up in a more than friendly fashion." Twilight chuckled and accepted her hand, following Lily out of the room, waving her hand over the fireplace to extinguish the fire before they left. The logs remained as if they had never burned in the first place. Back into the abandoned lounge and down a separate hallway, Lily led Twilight to the personal quarters of all the girls who worked. Many of them were asleep with clients in other rooms, but Lily was still cautious of making too much noise this late into the night.

She and Twilight slipped into her own personal room. All of them were rather large, Lily spared no expense when building personal quarters. Individually, hers featured everything a large apartment or small house would, including separate rooms for dining, living, and even an exercise room. Twilight excused herself to the bathroom for a shower and other business while Lily busied herself brushing her hair out. She changed into pajamas and sat in front of the vanity in her bedroom, fretting over her long, curly red locks.

The thought of a changeling fretting about appearance struck her as odd in that moment. She paused with the brush in hand, just looking at herself. Thoughts about her unique position hadn't come to her in a very, very long time... In fact, she couldn't recall the last time she had been reminded of her existence as a changeling. The last three weeks worth of clients had been handled without her having to change, even... It was then Twilight appeared behind her, wearing pajamas of her own. A loose-fitting T-shirt and short shorts. Compared to Lily's nightgown, Twilight looked like a college student. Smiling, Lily leaned back into her.

"What's on your mind?" Twilight asked softly, resting her chin on Lily's shoulder.

"Truth?"

"Truth."

"Well," Lily sighed. "I was honestly thinking about me being a changeling..." She felt Twilight stiffen for a moment before she relaxed. Much to Lily's surprise, Twilight gently cupped her chin, turning Lily's face into those brilliant purple eyes.

"You aren't a changeling, Lily..." She leaned into kiss her, and Lily melted into the embrace smoothly. Twilight's lips were so soft, the way they pressed to hers like the gentle caress one would show a baby or a loved one... It sent warm shivers up her spine. She groaned, eager for more, fearing the kiss to end. It did, with a subtle smack, and Lily looked into Twilight's smiling face. "You're just... Lily." The warmth that flowed into Lily made her smile, her heart throb wonderfully. Smoothly, the two of them stood and padded to the bed, separating to slip around either side of the large king-sized mattress. They pulled the covers back and slipped under, scooting close to embrace one another gently. Lily turned her back to Twilight, who curved her body against her from behind. Spooning comfortably, Lily whispered softly to Twilight.

"Thank you..." She felt a pair of lips press to the back of her neck before Twilight nuzzled into her hair. Silent and peaceful, the two of them drifted off together.

Lily didn't dream of a thing. It felt like the moment she closed her eyes, she opened them again, the only light was the one that glowed faintly at the edge of the windows. Rested and relaxed, she realized she was still in the same position, but Twilight had turned her back, pressing it against Lily's own. They were still close, comfortably so, just facing away from one another. Smooth as can be, Lily slipped away from Twilight, who slumbered on peacefully. A quick glance at the clock showed it to be nine hours later. Thank goodness they had a break today. Many clients would have woken and left already, maybe one or two sleeping in. As she slipped out of her room dressed in the flimsy nightgown, one other girl emerged from her own, her hair a tangled mess.

"Morning, Lily." The girl yawned, rubbing tired eyes.

"Hey there, Michelle. Sleep good?"

"Oh, by Celestia, you bet your sweet ass I did. I swear, that man ran me into the ground last night. I don't think I've ever been that tired my entire life. I probably lost five pounds in sweat last night." The way she joked made Lily laugh and give her a playful spank before they padded into the kitchen. Maggie was busy preparing the food for them that day, and Lily kissed her cheek before swiping a sausage link from the pan.

"Hey!" Maggie swatted at her with the spatula, but she twirled away gracefully and started building two plates with the food already set out. "Oh? Did you get some late-night company?" She asked, grinning at Lily. The grin was returned in kind as Lily started flopping pancakes onto both plates.

"Perhaps. Which reminds me. I guess you could call it a business trip, but I need to be going to Ponyville. I should think it'd only last a day or two, maybe three. Travel expenses will be covered, and I'll use money from my own account if I need anything." Maggie waved the spatula offhandedly.

"Not a problem. You've got a million and one friends out there, shouldn't be any issues." Lily suspected Maggie knew at least something, or had assumed she was going to visit the six she had been involved with a few months prior. Maybe she would get to see all the others. Particularly Rarity. Who had she been engaged to? That question burned into Lily's mind as she gave Maggie another kiss, recieving a spank with the spatula in return. Yelping playfully, she padded off, bringing breakfast to Twilight in bed. When she returned, Twilight was still slumbering, so she went back to the dining room to deposit the plates before slipping under the covers, her arms pulling Twilight close. The movement caused Twilight to moan and stir, but what happened next made her wake up almost immediately.

"Wake uuuuuuuuupp..." Lily moaned into her ear, one hand slipping under her shirt to grasp her breast while the other smoothly slipped inbetween her thighs, pressing a finger to her crotch through the fabric of her shorts. Twilight's eyes snapped open and she gasped, shivering as Lily's fingers found her nipple.

"Aah!" She whimpered, squirming slightly. "Lily, damnit, don't scare me like that... Aah, easy!" Lily rubbed her crotch, smiling as the sleepy magi started to squirm and whimper even more.

"Good morning, Twilight Sparkle. It's time to get up." Lily pulled Twilight's earlobe into her mouth, gnawing on the flesh teasingly. Twilight gasped and shivered some more, her legs opening up as she went to adjust. Lily siezed the opportunity to put more pressure on her crotch, freezing Twilight in place with a shudder. She began rubbing up and down, smiling against the earlobe in her mouth. Twilight's breathy moan told her how much she was enjoying this.

"D-don't..." She whimpered, Lily's hand rising to push under the hem of her shorts. "N-no... Not now, Lily... I... Aah, have to... Ngh... Save myself for later." That made Lily pause. Sighing softly, she pulled her hands away, untangling them from Twilgiht's rumpled pajamas.

"Forgot about that. Oh, by the way, breakfast is ready." Lily said, propping up on her elbow and leaning over to kiss her cheek softly. "Let's go, sugar tits." Lily swung out of bed, smiling at a glare from Twilight before going to the dining room so she could dig into her own breakfast. Twilight joined her soon enough, scratching a head of unkempt hair before taking the seat opposite and digging in. They ate in relative silence, leaving a few bites on their plates to be shoveled into the trash before stretching almost simultaneously.

"Can I trust you to shower with me and not try anything funny?" Twilight asked, a soft smile playing across her lips. Lily paused and cock her hip to the side, elbow in the palm of one hand as her finger rose to tap her lower lip.

"I can't promise I won't grope you or play around, but I'll stay away from anything serious like fingering and whatnot." Lily said with a soft smile. Twilight narrowed her eyes at Lily before nodding.

"Kaaaaayy... I'm trusting you here." Lily raised her hands defensively.

"Come on, you know I'm good for my word."

"Uh huhn. Come on, let's get cleaned up. We have to catch the afternoon train to Ponyville." Twilight said, pulling Lily down the hall to the bathroom. They stripped and stepped into the shower, laughing as they playfully groped and kissed before washing one another's hair, scrubbing backs, shaving legs, and generally just taking care of business. As tempting as it would have been to fool around then and there, Lily did rather feel like saving herself for Fluttershy. They toweled off, delivering more than one snapping spank with the wet towels, accompanied by a hearty laugh or a lusty chuckle. Business handled, Lily padded into her room to pick what to wear while Twilight dressed herself with magic. She changed into the same outfit she had worn yesterday, baggy pants, loose shirt, gloves. Lily dressed conservatively, jeans and a blouse, and quickly threw together two more changes of clothes and pajamas. She had learned to keep a separate toiletries bag for moments on the go like this, so she tossed that in as well. It all fit into a large pack which she slung over her shoulders.

"Ready." She nodded to Twilight as they left, thankful no one was inbetween them and the exit. Twilgiht spun into her cloak and pulled the hood up. Apparently being a wielder of one of the elements of harmony made you somewhat of a star. She had dressed as such to avoid attention. Together, mysterious hooded figure and bubbly redhead, they left the business district and made their way to the more tourist-y part of town. The streets were alive but not crowded, people paying them little mind, despite Twilight's conspicuous outfit. They paid for tickets, boarded a train, and prepared for the 18-hour ride to Ponyville. Twilight was generous enough to pay for their own private compartment with a small bed. Figuring they had to conserve energy, and seeing as Twilight was fairly tired from travelling anyways, they decided to take turns sleeping. Twilight excused herself to the restroom, returning dressed in a knee-length dress and simple shoes. She flopped onto the bed immediately, groaning tiredly.

"You must be really worn." Lily said softly. "You look beat."

"I am... I've been all over looking for a few books. Las Pegasus, Trottingham... What's worse is I have to hide my face pretty much wherever I go." She groaned, rolling so she was on her side facing Lily. "What about you? Doing... Well, what you do-"

"Whoring." Lily chuckled. "You can call it what it is."

"Eer... Right, whoring." Twilight blushed heavily. "Aren't you tired?" Lily groaned and stretched her arms over her head, looking out the window as the train gave a loud whistle and began to move.

"You know what, Twi? I'm about to tell you something I don't think a lot of people know about this type of work..." Twilight perked up, resting on an elbow as she listened intently. "It's surprisingly..." She looked at Twilight with a warm smile. "Fulfilling." When the magi just gave her a confused expression, Lily felt the need to extrapolate. "I'll tell you this in confidence, Twilight. There are more men who just want to talk and cuddle, and are willing to pay for it, than to have sex. One of my girls actually complained to me the other night how she hadn't had any action in a week. I asked her about the five men in seven days she had spent the night with, but she told me none of them wanted sex." Twilight looked genuinely shocked.

"So, you mean to say there are men who don't want sex, just to cuddle, to talk?"

"Not unlike what you and I did last night." Lily replied, stretching out as best she could on the seat next to the window. The train was moving slowly, making it's way out of Canterlot. "I'm not about to charge you, though. While we do charge a lower rate than if intercourse is involved, men readily pay it. With a hearty tip, I might add. Hardly accurate to call it a tip, more of a bonus, really. One gentleman paid the fee for his service, then tripled it to give to Michelle outright. I won't say the living we make for ourselves is lucrative, but we are living comfortably." Twilight smiled and laid back on her side, pulling the pillow from under her head so she could hold it close.

"That's fascinating. You open a... Uh, whorehouse... And expect to make a living selling sex, but instead make a good amount of money from conversation alone. I admire that, Lily." Twilight smiled, which turned into a yawn, which in turn made her slowly close her eyes. Lily laughed and reached across the small space to rest a hand on Twilight's shoulder.

"Get some rest. I'll kick you when it's my turn to take the bed." Twilight sat up for a moment to survey the small bed, her brow furrowed.

"You know..." She said softly, looking over the arrangements. "If we spoon like last night, we could probably share this thing." Lily looked it over, noticed just enough room for two people. "Here, get behind me, see if this will work." Lily straddled Twilight momentarily before laying down behind her, her arm serving as Twilight's pillow while the other rested lazily over her side. They had to press close, but both of them actually fit comfortably on top of the thin mattress. "Well I'll be damned." Twilight muttered, tucking against Lily with a smile. "I'm sorry, Lily, but... Can I..." Lily silenced her with a teasing nip to her earlobe.

"Say no more, Twilight Sparkle. Get some rest. We're both going to need it..."

"Oh! Girls!" Fluttershy's reaction was one of both relief and surprise. Obviously, she hadn't been expecting Lily and Twilight to return so soon. Maybe the request had been made shortly before Twilight began her trip. Fretting with the hem of her blouse, Fluttershy swept aside to allow them into her home. It felt like so long ago Lily had last stood in this house... It had been when she had taken the first essence of six on her trip... Back then, she had been working for Chrysalis. Back then, she had been an entirely different person. Now, as a friend, she smiled at Fluttershy, who was obviously very nervous about the whole experience. She moved slowly, remained quiet, barely raising her voice above a whisper when she asked if they would like tea.

"Of course, I'd love some. Lily?" Twilight asked, obviously accustomed to the shy avian's quiet voice. Maybe she was using magic to help her hearing...

"Sure. Tea sounds wonderful." They all sat down and drank tea quietly, thought Lily couldn't help but notice Fluttershy would shoot her serreptitious glances quite frequently. Finally, Lily had to address the elephant in the room.

"So, Twilight tells me you're interested in the fairer sex." The question made the shy avian blush and shrink away in such a fashion Lily nearly felt guilty for saying anything at all. She raised a hand, but Twilight just shook her head.

"What Lily MEANS to say, is I told her about our conversation. She's interested in helping. Like you asked, I'll be the one to teach you, and she'll be happy to show you." Fluttershy boldened slightly, nodding as she leaned forward.

"O-okay... I think we can do it like this..." She whispered softly, turning her tea cup around on it's plate slowly. "But... Please, be gentle?" She was so cute, it damn near broke Lily's heart. Lily smiled and reached a hand across the table, gently cupping the shy woman's hand in her own.

"I promise, Fluttershy. I will be gentle with you. So will Twilight. Come on, let's get ready." Together, the three of them rose, Twilight smiling happily at the sight of Lily gently leading Fluttershy up the stairs by hand. Lily had changed into an uncomplicated dress that hung halfway down to her knees. She had gone barefoot that day. Twilight had changed into a stylish pair of tight-fitting jeans and a sleeveless blouse. Fluttershy wore a simple pair of shorts and a t-shirt. She probably hadn't been expecting them. Lily moved into Fluttershy's bedroom for the first time, noticing the bed was actually rather large for a single avian living on the edge of the woods.

"Right, then." Twilight said, shutting the door and locking it behind them. "Typically, lovemaking starts with foreplay." She was in teacher mode now, talking very matter-of-factly. "Foreplay can consist of anything from romantic talk and gentle kissing to fingering, oral, and erotic massages. Essentially, everything except penetration. Given the nature of this relationship, the line between foreplay and lovemaking can probably be drawn at contact with the genitals. Lily, would you kindly demonstrate?"

She didn't need a second opinion. Smoothly, she slid her hands over Fluttershy's shoulders, gently drawing the trembling woman into a gentle embrace. "Relax," Lily breathed, brushing her lips to Fluttershy's cheek softly. "Twilight and I will show you everything you could ever want to know." Her avian partner gave a soft whimper and a nod, and just as soon as her head rose once more, Lily sealed the deal with a kiss. Fluttershy had a pair of full, round lips, the kind teenage boys would masturbate to. She certainly had a very sensual body. It was a shame she wasn't very outgoing. If she wanted to, Fluttershy could probably find a quality man very easily. Or sleep with many quality men, depending on what she wanted. It was the type of beauty that Lily both envied and posessed, though she used hers for profit. Why Fluttershy hadn't fallen in love with any one man, Lily would never know. Still, she was here for a reason. Fluttershy was, technically a client.

"Hmm." Lily returned to the situation, and realized Fluttershy was breathing heavily through her nose, whimpering softly. Lily pulled away, breathing hard herself. They embraced loosely, breath mingling together as they both recovered from the long, steamy kiss.

"That was... So... So hot..." Twilight muttered softly, her expression stunned as she looked between Lily and Fluttershy. "Ahem. Erm... I suppose you could... Aah, move on to the next step if you wanted..." Lily sort of tuned Twilight out, leaning to press her lips back to Fluttershy's smoothly. She recieved no resistance whatsoever, and was instead greeted with a tiny, small whimper. The two kissed firmly, holding one another close as they deepend the connection by opening their mouths, tongues meeting eagerly. They wrestled for a moment, and Lily could feel her desire slowly begin to heat inside herself. One of her hands lowered to Fluttershy's wrist, ever so gently pushing the Avian's hand around to her back. With little more urging than was necessary, Fluttershy smoothly pulled the zipper down Lily's back. All the while, they continued kissing, moaning, whimpering. Lily moved her hand around to Fluttershy's back after guiding her hand, gently sliding her own fingers under the hem of the cotton t-shirt. Fluttershy shivered at the first brushing touch to her skin, quickly surrendering with a breathy sigh.

"Please..." Fluttershy whimpered, pulling away slightly. "Can... Can I take it off?" Her fingers hooked the edge of Lily's open-backed dress, peeling it apart gently. Lily could only manage a smile as she stepped away, pushing her arms together as the straps slid down smoothly. She pulled away and out of her dress, the fabric falling to the floor smoothly. Now clad in nothing but her bra and panties, Lily shot a smile over her shoulder at Twilight before unhooking her bra. Soon enough, that fell to the floor as well, leaving her bare-chested before the quivering avian.

"I-I... Should I...?" Fluttershy squirmed her thighs together, looking furtively between Twilight and Lily.

"I think we all should." Twilight said, pulling her own blouse and bra off. Fluttershy followed suit a little more slowly, obviously the bustiest of the group.

"What now?" She asked quietly, hiding her eyes behind her bangs. Lily wondered if she was loathe to admit she enjoyed looking at the two attractive bare-chested women before her. Gently, Lily lifted her chin, smiling as Twilight padded around behind her.

"We can touch eachother here..." Twilight muttered, wrapping her arms around Fluttershy from behind to cup her breasts gently. "Or here..." One hand pulled away to press to Lily's crotch through her panties. Twilight had to have been an expert, her fingertip found Lily's clitoris through the fabric on the first touch. Inadverdently, Lily gasped, jumping slightly. Fluttershy opened her mouth to say something, but quickly blushed and closed her mouth.

"Th-that... Yeah, there." She whimpered. Obligingly, Twilight slid her hand over Flutershy's tummy, teasing the hem of her shorts. After another soft nod from the pink-haired, curious little avian, she plunged into the fabric. Lily was getting wet just watching Twilight's fingers roil around inside the confines of the tight-fitting shorts. Slowly, she pulled away, her fingers hooking the fabric of her panties and drawing it down her legs smoothly. Gently, she guided Fluttershy's hand there, leaning in to kiss her gently. That appeared to be all the encouragement she needed. Moving experimentally, Lily felt the first-timer's fingers peel her apart, slide in, search for her clit. None of the movements were bad, but she definitely lacked experience. That was about to change. Lily's own hand joined in, guiding Fluttershy's fingers. The combination of her juices, the two sets of fingers working against her, Lily couldn't help but get aroused. From the sound of Fluttershy's breathing, she was getting rather aroused as well.

"Look at that." Twilgiht said, pulling her fingers out of Fluttershy's shorts. They glistened with a thin layer of liquid, shining in the muted light coming through the window. Lily smiled as Fluttershy blushed some more. "I think it's time we move on. Lily, would you mind if I showed Fluttershy how to lick?" Even the thought made Lily wetter. She nodded enthusiastically, pulling away to sit at the edge of the bed. She spread her legs and leaned back, smiling as both Twilight and Fluttershy crouched on the floor inbetween her legs.

"The most important thing to remember about licking, Fluttershy, is variety. As you probably know already, there are different areas to a vagina. It starts with the pubis. This is mainly where hair grows, though Lily appears to be rather well-shaved." She felt Twilight's hand rub against her crotch, caressing the smooth skin. "Next, would be the clitoris. This is the epicenter of nerve endings in female genetalia, rivaled only by the g-spot, hidden inside. It's protected by the clitoral hood, here." The fresh wave of pleasure that washed through her told Lily that Twilight was peeling her apart, layer by layer. "This little thing here, that's it. See, watch what happens when I play with it." Twilight proceeded to turn it in slow circles, and that made Lily gasp and shake.

"Ooh! Ahn, fuck me, that's... AH!" Lily shivered, feeling the pleasure spike and flow into her.

"See?" Fluttershy gave a small laugh at Lily's reaction, making her smile in return.

"Can... Can I?"

"Of course." Twilight's hand pulled away, and Lily felt the round, soft digits press against her. It didn't take Fluttershy long at all before she was twiddling Lily smoothly.

"Gonna... I'm... I'm cumming." Lily panted. Fluttershy stopped, looking panicked.

"What do I do?"

"Keep going!" Lily pleaded, pushing her hips forward. Biting her tongue, Fluttershy returned her fingers, teasing Lily until she was pushed over her peak. Shuddering and breathing hard, Lily came, secreting a small amount of clear fluid.

"Good job, Fluttershy! See, most women ooze a little bit when they orgasm. There are a few women, Lily included, who actually squirt."

"Squirt?" Fluttershy asked, arching an eyebrow.

"They spurt out a thin, clear liquid from the urethra, and I heard it's quite an impressive display. Here, let's see if we can get Lily to do it. You play with her clit, and I'll go inside." Two fingers smoothly slid into her, spreading her tight walls with practiced ease. The slightly clumsy touch returned to her clit, and they had their way with Lily. Already warmed up and feeling randy, Lily didn't take long at all. Not one to disappoint, and especially under the circumstances, Lily felt her wet center gush several spouts of liquid release. Both women pulled away, letting the liquid splatter onto the wood floor.

"Goodness!" Fluttershy said, watching the spectacle with a lusty blush. "It... Is she... Peeing?"

"No, no." Twilight waved her off, wiping up some stray drops off Lily's thigh and licking them clean. "See, it's nearly tasteless. Doctors find it's similar to the fluid they use to test tumor markers in women with prostate cancer. Odd, I know, but it's harmless and tastes just like licking her from the source. Give it a try." Lily looked down, her cheeks flushed, watching Fluttershy experimentally lick Twilight's fingers.

"Hmm... Hang on..." She ran her tongue up Lily's dripping hole, comparing the two. "Wow. It's the same... I... I kind of like it..." Twilight smiled and started stripping her jeans off. Fluttershy followed suit, and soon enough, all three women were bare.

"Next," Twilight said, waving her hands in an intricate pattern. The air glowed with her magic, spell-forms and ancient text floating in the air. Three long, hard rods materialized, all the same size and texture. "We'll study dildo play. This is probably the most important part of lesbian lovemaking, as it's the easiest way to please one another. Lily, would you do the honors?" Twilight took her spot, spreading her legs wide as Lily snatched one of the toys from mid-air.

"Once again, there's a trick to dildo play." Lily said, gesturing with the hard shaft. "As Twilight mentioned earlier, the only spot that rivals the clitoris in stimulation is the g-spot. This rests inside, usually fairly deep and in an area that wouldn't be reached during normal intercourse. Orgasm can be achieved through repeated thrusting, but it's a whole new ballgame when you hit the g-spot. Lucky for you I know where Twilight's is. First things first, we need some lubrication." Smiling, Lily ran the shaft over her own wet lips, quickly coating the surface. "Go ahead, Fluttershy. Get it nice and wet." Lily pushed her hips forward, offering her own wetness. To her surprise, Fluttershy dipped her hand down low, dragging the shaft over her own wet, pink lips. She pulled it back, smiling at Lily.

"This is going to be good..." Twilight muttered, flushing slightly.

"Right then." Lily was blushing herself. "Watch how I move. It isn't just in and out..." She slid the shaft into Twilight about halfway, smiling at the expression that got. "Moving back and forth, up and down, even left and right. Switch it up a little, and don't use the same pace." She demonstrated all the previous tactics, even swirling the shaft around in a circle. "For Twilight in particular, you can find her g-spot right... There!" Sliding the dildo in at an extreme angle, Lily pressed it to that bunch of nerves that made Twilight nearly cry out. She arched her back and opened her mouth wide, inhaling deeply. "Here, you give it a try. I think I need to go give Twilight a few kisses." Lily pulled her toy out, leaving it on the sheets next to Twilight's knee as she slid up on the bed.

Fluttershy took her place, moving the thick rod in and out, practicing. Lily, however, met Twilight's open mouth with her own, giving her a rough, tongue-filled kiss. Groaning and massaging her friend's breast, Lily toyed with her own clit, keeping the pleasure going. From the thin, whimpering sounds down below, Fluttershy sounded like she might have started using the third toy on herself. Then Lily saw Twilight's hands glowing. She pulled away, looking down. Fluttershy had both her hands fixed together on the toy being used on Twilight's pulsing womanhood. There was still a toy next to her knee, but the third was gone. Lily had to investigate. She slipped off the bed onto her knees, behind Fluttershy, and saw exactly what Twilight was up to.

"You are just plain devious." Lily teased, grinning up at Twilight.

"I figured I had to return the favor somehow... Poor girl has been the student so far, hasn't had anything done to her yet."

"You're right. Tell you what, Fluttershy, why don't you let Twilight and I show you a REALLY good time?" Lily grasped the moving toy, pulling it out of Fluttershy just as Twilight ceased the soft purple glow. Pulling it out, Lily urged Fluttershy up onto the bed. Twilight scooted out of the way, smiling as Fluttershy readily spread her legs. Nothing Lily hadn't seen before, but it was still beautiful. The pale pink tone of her hair nearly matched that of her center, the soft lips already glistening with arousal. Unable to contain herself, Lily dove right in, her mouth opening to accept all of Fluttershy's delicious womanhood. She moaned softly, her tongue laying flat as it ran up and down her wet, tasty lips. To her surprise, Fluttershy responded with a loud, back-arching moan. She collapsed back into the sheets, her stomach twitching. Twilight's eyes were wide with shock at the reaction, and she gently massaged the avian's convulsing stomach, keeping her relaxed.

"Holy crap, take it easy, Lily. You're going to make her-"

"CUM!" Fluttershy gasped loudly, flexing powerfully. Lily sputtered as a clear stream of liquid gushed out into her mouth, the taste no different, but she was certainly caught off-guard at the volume. Choking and sputtering, she smiled up at Fluttershy and a shocked Twilight.

"Did she just squirt?"

"No, this is my drool." Lily teased, wiping her dripping jowls.

"Fluttershy, did you just fuckin' squirt?"

"Uuhhn...." Fluttershy groaned, writhing on top of the now-soaked sheets. "I... I'm... I'm okay." She whimpered, her eyes fluttering in the aftermath.

"I think she just squirted."

"No shit." Lily gave Twilight a quick kiss, allowing her a taste of the whimpering Avian's juices. "Come on, Fluttershy. Let it all go. I suspect you've got at least one more in you." Lily grabbed the dildo that had previously been buried inside her now-soaked womanhood, smoothly sliding it in to the base. Fluttershy gasped and arched her back again, letting the gasp fade into a pleasured moan. Twilight joined in, her fingers sliding down to rotate Fluttershy's swollen clitoris in a slow circle. Together, Lily and Twilight worked at the shuddering Avian, bringing her to another orgasm with just a little effort. Smiling as Fluttershy cried out pleasurably, not squrting, but certainly enjoying it, the two leaned and kissed either one of her nipples. She shuddered and smiled, chest heaving. Lily and Twilight stretched out next to her, both of them curling against Fluttershy's sides. They all embraced loosely, smiling and kissing softly.

"That was..."

"Incredible?" Lily offered.

"Different?" Twilight.

"Orgasmic." Fluttershy decided, all three of them laughing and cuddling closer.

--------------- Notes from the Author ---------------

Once more, I astound myself with how much I can dictate in a single night. After struggling with Aloe and Lotus' chapter, and I do mean struggling, I cranked this out in one go. I usually only make stories this length anymore if it's BDSM or REALLY captivates my attention. The only thing this chapter made me realize was how much of a hardon I have to Twilight Sparkle. Probably the sexiest of the Mane 6. Notice I said sexy. Not slutty. I'm looking at you, Pinkie.

I do apologize for Deluxe Treatment. I'm sorry for those of you who read it before I managed the edit. I'm just generally sorry for it. I hope this made up for it. I'm struggling to write much of anything good these days, sort of falling into the "Fuck it, who cares?" phase. I haven't really even updated the blog all that much. I still put requests up when I get them, but as far as what I am or am not working on, don't do that, haven't done a satisfactory update in days... I have a lot to catch up on, but I'm sort of doing the whole "Who the hell even reads these anymore?" I dunno, I'd like to think I have a loyal and honest fanbase, but then again I also like to think I'm a dinosaur that can shoot lasers out of his asshole and lives on a diet of baby tears and crocodile teeth.

I also like to feel sorry for myself. I'll keep writin', no need to worry, but if you guys have any words of encouragement, my ego could use a good stroking.

Ha.

Stroking.

Hope you enjoyed, thanks for the read!

On an unrelated note: The comments on this story were sitting firmly at 69 when I published this. No more comments, I want to savor this moment.

Public Disgrace

------------------ Request Chapter: Twilight ------------------

The following takes place a few weeks after "An Unusual Request," hardly four months after Maggie's has opened for business

Lily sighed and stretched her arms over her head, looking at the visage in the mirror. The few weeks since she had returned to Canterlot had fairly flown by. Business had been brisk and profitable, And Lily hadn't been without her fair share of customers. She even had a sultry young thing request she turn into a crush she had had a long time ago. She was very specific about the details, and it had been a wonderfully passionate and surprisingly rough night. She smiled in rememberance, stepping into the bathroom for a shower. One refreshing scrub and shave later, Lily was feeling refreshed and recharged as she padded downstairs. It had been a break day, all the girls gathering for some poker and laughs, drinking into the night. Lily had slept in and was now late to breakfast. Still, it was better than just going to bed early. In fact, many of the girls had schedules turned almost completely around. Many times, they were up all night... Entertaining.

"Hello there, sleepyhead." It was another girl, probably one that was closer to Lily's friend than anything else. All the girls were friendly towards one another, there were no issues of drama to be had. But this one, her name being Brenda, was closer to her friend than anything else.

"Good morning, Brenda." She said, smiling as they exchanged a quick hug. "Did you have fun last night? I noticed you left after you were out of chips. I forgot to mention, you're a lousy poker player." She got a playful glare in return as they descended the steps into the lounge together.

"I can't help it if the dealer was giving me crap all night." The dealer was, actually, the burly security guard. He was free to use the break days to do as he saw fit, but they always liked to include him. When not working, he was surprisingly witty and had an incredible talent for making them laugh. "Can't blame him. What a hunk! I wouldn't mind giving him a free night, myself." Lily chuckled as Brenda elbowed her ribs suggestively.

"You're gonna hate me, then. I've got some bad news." Lily smiled as Brenda's expression darkened.

"What? Why?"

"He's gay."

"NO!" Brenda looked at Lily, flabbergasted.

"Straight as a rainbow." Lily laughed as Brenda gave an exasperated scoff, thumping down the stairs.

"You've GOT to be kidding me! Ugh, I swear! I had a dream about him last night and everything!" Lily fought the urge to break out laughing, her chest shaking with the effort.

"Why else do you think I hired him? Why else do you think he's been casting all those bedroom eyes to Tommy and Nate? Huhn?" The realization dawned on Brenda, making her freeze.

"Oh my... FUCK I should have seen it sooner!" She groaned even more as Lily burst out, tears budding at her eyes as she laughed.

"Don't worry," Lily said, shifting to a somewhat burly man with short-cropped hair. "I'll let you know how good he is." She got a firm slap on her stomach as Brenda flushed bright.

"Don't even tease like that! I swear, if you lay him before I do, I'm gonna cry!" Lily shifted back, laughing even harder now. She and Brenda arrived in the dining room, drawing curious looks and smiles at the pair of laughing friends.

"Brenda just found out our dealer from last night was gay." More smiles spread as a darker-skinned woman chimed in.

"Really? I knew that from day one. I mean, come on, guy comes to work with all this hot tail, and he doesn't even bat an eyelash at us." Brenda frowned and sniffled like she was legitimately sad.

"I just thought he was professional."

"Who, Jason?" Maggie swung in just then with a newspaper and a cup of orange juice. "Yeah, about as straight as a barnyard fencepost, that kid..." Brenda groaned and fell forward, making Lily chuckle as she leaned in to kiss Maggie's cheek.

"Sleep well?" She asked.

"For once, yeah... Hard to get some shut-eye with you lot screaming and laughing. I'm glad we decided to move poker night to the west wing. Here, take a look at this." She handed Lily the newspaper, who flicked it open as she sat down. The headline read:

Scandal! Princess Celestia secretly molesting her students? Lily frowned at the headline and started reading the article to the now-hushed group of girls at the table.

"Scandal in the throne room as sources spill a dark secret in Canterlot's upper echelon. According to an anonymous inside source, Princess Celestia is not the pure and kind-hearted leader we all know her to be. According to official treasury documentation, the Princess has been spending a fairly large amount of money on black-listed items. Now declassified, these items are revealed to be sexual aids, and if the gaps in her weekly schedule indicate anything, the Princess is taking some personal time off to meet with a 'Private Consultant.'" Lily looked up at the hushed faces, more than one of them shocked.

"Keep reading." Maggie urged, a soft smile playing across her lips. Lily continued.

"According to the owner of one particularly popular downtown Canterlot bar, the princess has been seen entering a private room rented under her name and doesn't leave until well after closing time, when most of the bar's patrons have already left. The most recent of these late-night rendezvous has been with a shadowy, cloaked figure." The black-and-white photo printed next to the story looked hauntingly familiar. Lily couldn't place it, so she kept reading. "What the Princess does in this room is beyond even the owner's understanding, as he keeps details of the contract under strict lock-and-key. All of Equestria can assume, however, that two and two would go together. The Canterlotian Royal Guard is conducting an official investigation, and the Princess has given her full cooperation into the matter as expected. However, the Princess' famed student and wielder of one of the Elements of Harmony, nationally-decorated hero Twilight Sparkle, is not available for comment, despite having a warrant out for her arrest. Her home in Ponyville is empty of all but her personal belongings, and none of the other wielders of the elements know where she is. While Princess Celestia is scheduled for an interview with the Canterlot Observer, the absence of her star pupil does raise eyebrows in the light of recent accusations. This, coupled with Princess Luna's own daytime trading scandal means much of Canterlot royalty will be under close scrutiny in the coming weeks." She finished the article, folding the newspaper back up and looking around at all the shocked faces.

"Who'd have thought our own princess was a nympho?" Brenda asked in the silence. Lily blushed. She knew the princess' more intimate side... Probably only one of a very select few. That put her at risk, for sure, and also put her in a position of trust. If the newspaper were to find out the high-end whorehouse was secretly funded by the Royal Treasury, she would most certainly be the target of scandal. It could hurt business. She and Maggie shared a meaningful look. They were the only two who knew Celestia had actually been among the first clients they had served. Lily remembered that particular night well.

"It doesn't shock me." Another girl named Sierra chimed in. "All these high-class types always have a dirty little secret. You remember that one night we got swamped with some afterparty for a social charity event? That stuck-up snob I got had a secret thing for anal. I swear, he was fascinated with my ass." Lily was thankful for the distraction. Girls started chiming in with their own stories, giving Lily and Maggie a chance to slip away. They were quiet until they made it back to Maggie's office.

"What do you think?" Maggie asked, locking the door behind them.

"She's on her way here, no doubt." Lily gnawed her lip thoughtfully. "That picture, it was her from two weeks ago. Knowing Celestia, the rumors are true. Still, without Twilight, they won't be able to prove anything." Maggie nodded in agreement, pulling a bottle of scotch from her drawer. She poured two glasses.

"None for me, thanks. It's too early."

"Hmm? Oh, did you want one?" Maggie tossed one glass back and sipped at the other.

Lily flipped another page, sighing softly. In her free time, she had taken to studying music theory. She had even picked up a violin and practiced when she got the chance. She was studying up on musical history now, learning about famous composers who had been trendsetters for classical music many years ago. The soft tapping went almost completely unnoticed by Lily, but when she took a moment to stretch her arms over her head and check the time, it caught her attention. She looked around, brow furrowed as she tried to pinpoint the source of the noise. It finally came to her, and she scooted her chair back to check the nearby window. There was no visible cause, but the sound was certainly coming from her window. Opening it, she leaned out into the street, looking around. All she saw was late-night shadow underneath a street lamp.

"Psst." She shivered slightly. Up on the second floor, she didn't have a whole lot to fear, but still, someone was whispering at her.

"Hello?" She called out in a loud whisper, looking around. From nowhere, a figure appeared, clad in baggy pants and a cloak. She nearly gasped. "Twilight! Hang on, let me go unlock the door!" Twilight waved her off, glancing up and down the street.

"No! Too much time! Just stand back!" Lily did as asked, wondering what the purple-haired magi had in mind. She recieved her answer as a puff of sparkling magic followed Twilight into the room. What Lily would give to have half the magi's power... She shut the window and locked it, quickly drawing the heavy drapes in all her windows. "Thank you so much, Lily!" Twilight started pulling her hood off, groaning as she tossed it haphazardly on the floor. "I swear, coming to Canterlot was a bad idea... Here the Royal Canterlotian Guard is out scouring the countryside for me, I figured I'd be safe here... Oh, sweet Celestia, I was wrong. Making it into the city was tough." She groaned and flopped down onto Lily's bed as she went to lock the front door. Returning to her bedroom, she closed and locked that door as well, just to be sure.

"You're okay, though?" Lily asked, hesitantly approaching the prone magi. Twilight raised a hand and waved her off weakly.

"I'm fine, I just... Need sleep. Walking from Ponyville to Canterlot is quite the chore..."

"You WALKED?!" Lily whispered incredulously. Twilight grimaced and cast a hand towards the door. A glyph appeared on the wood, glowing faintly before sinking in and fading away.

"Silence spell. Noise won't travel outside of this room. And yes. I had to hike it here from Ponyville, they were searching the trains for me. Apparently I'm being charged with obstructing an official investigation, evading arrest, and conspiracy... You're lucky you're a changeling... I could have made it here no problem. Which reminds me, Lily..." Twilight sat up on her bed, the bags under her eyes now apparent. The poor woman must have had one hell of a time making it here... "I wanted to ask if I could observe your changeling powers. Given that you have some inherent magical ability, I'd like to think that I can-" She was cut off as Lily pressed a finger to her lips.

"Twi," She said softly. "Shut the fuck up and get some sleep. You look like shit. Not offense, but you do." She started pulling at the buttons on the front of Twilight's shirt, slowly exposing her chest. She started to resist, but just dropped her hand back to the sheets with a sigh.

"You're right..." She groaned, her tired eyes closing.

"You'll be safe here. Trust me. I'll get you undressed and tucked in, and tomorrow we can chat once you've got some food in you." She pulled the shirt off, blushing slightly when she set about to removing the thick hiking boots and baggy pants. Even this frazzled, Twilight was still a thing of beauty. She wore a sturdy sports bra and white cotton panties, but it wasn't that it diminished her sexiness at all. She smelled slightly of sweat and dirt, looked tired, and generally was just... Sexy. Lily couldn't help but kiss her flat stomach as she pulled her socks off as well. Using what power she had, she was able to lift Twilight up enough to pull the blankets down and settle her on the sheets. Even that was a substantial bit of power, and left her fatigued. She flicked out all the lights and curled up with her friend, who was already dead to the world.

"G'mornin, Twi..." Lily muttered softly, responding to several pokes and prods from her friend. When she opened her eyes, it was still dark out, though. The room itself was completely shrouded, and now that she dwelled on it, those pokes were rather rough, even for the lusty young magi. Her eyes snapped open as she sat bolt upright. She and Twilight weren't alone in the room. Though she was alone in her bed. Panicked, she cast a hand out, her palm glowing faintly as she targeted the first person closest to her bed. An even stronger glow overpowered hers, lifted her out of bed firmly. Squrming in the magical hold, she opened her mouth to scream.

"This is the Royal Canterlotian Guard, now STAND DOWN!" A magical gag stuffed in her mouth, swelled until her jaw was as open as it could go. Her arms were wrenched behind her back, and in the glow of the magic engulfing her, she saw it. Twilight, still in her underwear, was restrained in cuffs that glowed with magical symbols. They must be suppressing her magic! She was struggling against two burly men, while three more leveled spears at Lily. The sixth, back in the corner, was casting the magic at her. The glow of his hands illuminated his face. Lily's eyes widened, and when she stopped fighting, the gag dissolved out of her mouth.

"Shining Armor! Let us go! She's your SISTER!" Another gag, but her words penetrated into Shining Armor's heart. His hold on her was feeble now. Siezing the opportunity, Lily quickly shifted, not into a magi or an avian... No... It was about time they saw what a changeling lieutenant could accomplish. Her clothes shredded as she shifted into an enormous bear. Letting loose a deafening roar that was bound to wake the whole house, Lily batted away the spears with a swipe of one massive paw. Still roaring as loud as she could manage, she barreled down on the two guards holding Twilight, knocking one against the wall and another back over the other side of the bed. Screams and hollers ripped through the early morning as Lily shovelled a prone Twilight back into a corner, her massive frame covering her friend. Lily pushed her back against Twilight, keeping her hulking, furry body inbetween the captive and the captors. Despite her form, Lily could speak normally. She did so now to a group of six guards, Shining Armor standing at the back.

"She's your SISTER, Shining Armor. Are you going to stand down and talk this out with her, or are we going to have to do this the hard way?" The spears leveled at her once more, and one of the guards that had to have been holding Twilight raised glowing hands. The tension was palpable, you could have sliced it with a knife. Shining Armor frowned at them.

"Stand down." The guards leveled thier spears lower. "All of you." Not one to disobey, all the guards righted their spears and saluted. Lily shifted back to a human, nude, but human again. She still covered Twilight, her back pressed close to her quivering friend.

"I want promises, Shining Armor."

"I want Twilight."

"Then it looks like we're going to have to have a talk." Silence reigned for a few long moments. Torn between duty and humanity, Shining Armor finally nodded.

"Name it."

"Diplomatic Immunity for all the other girls of this establishment. They are not to suffer for my actions."

"Done."

"I demand I be held captive with her."

"I can't-"

"AND I demand to speak with Celestia and Luna BEFORE the trial."

"You're asking too m-"

"And for fuck's sake, someone either pay me or throw me some clothes. I don't get naked for free." That shut him up. Using a thread of magic, he levitated a nightgown and a robe to her, which she quickly changed into. Decent once more, she straightened, relaxing a little. "Well?"

"I'll see what I can do. No promises. You do realize she's being charged with conspiracy, among other things? You very well may be held responsible for the same things she has been."

"That's all I ask. Someone give her some clothes, too, I won't see my friend hauled out of my home and business in her undies. I know you have a job to do, Shining Armor, but did you really think we would have run? If you had tracked her here, you just as easily could have asked as her brother first, commander second. I'm disappointed."

His expression darkened as the two of them were led from her room, a group of scared and wide-eyed women in the hallway. Shining Armor turned to them, his tone professional and firm.

"This is official Canterlotian Guard business. Lily is being charged with knowingly harboring a criminal with a warrant out for her arrest, and both will be detained for questioning. As per our arrangement, none of you will be charged. We will leave immediately." And so they did, Lily and Twilight being pushed into the back of a van parked on the street out front. The two biggest men, one of them a magi, the other an avian, sat in the back with them. Twilight was quivering. Best as she could in her handcuffs, she pulled her close. They drove for about fifteen minutes or so, and in the back of the van, Lily couldn't see a thing. When they were pulled out, though, Lily saw it was in the courtyard of the royal palace. She swallowed hard.

"You weren't kidding when you said you'd do what you can, huhn?" She said to an approaching Shining Armor.

"Celestia and Luna are both standing by to speak with you. I'm a man of my word, Lily. You don't know me that well, but you'll know that's the first thing about me." They were led into the grand entry and down several corridors before arriving somewhere Lily knew rather well. They were unhandcuffed and pushed into Princess Luna's private chambers, a room Lily had visited twice before. Both times had been rather eye-opening, and one of them was indeed still fresh in her memory. The ravashing princess stood before a roaring fire, her raven black hair glittering like the stars. She turned to face them, smiling kindly.

"I know not what you have done to anger Shining Armor so, but he was very insistent on meeting with us." Princess Celestia appeared on the balcony in a flash of brilliant light, looking just as regal as ever. The clock on the mantle indicated it was close to four in the morning. The two were progbably getting ready to raise the sun for the day. Lily relaxed substantially when she saw both of the princesses, the rulers of all of Equestria, smile at them both.

"I figured you would have ran for longer than a single week, Twilight." She said, embracing her student. "Though I admire your trust in Lily. Word of your actions has reached my ears. I'm very proud of you, that you would stand up for Twilight against six of the Canterlotian Guard. Is it true you changed into a bear?" Lily recieved her own hug from Celestia, the scent of the princess automatically calming her. She nodded and blushed embarrassedly.

"Indeed... High-ranking changelings don't recieve thier ranks for being able to imitate humans, avians, and magi..." Lily admitted. "Many of us can change into basic animals, though higher up, we can change into manticores, chimeras, and... Well..." Lily focused her power, her form swelling and bulging. She fell forward onto her arms as her entire body began to become more and more transparent... It was a taxing experience, and one that she could accomplish only after many long years of training and hard work. But soon enough, a bona-fide ursa minor stood in Princess Luna's private chambers. Shocked looks were traded all around.

"I had no idea, Lily..." Luna breathed softly, noting the glittering stars within her body. To all but the most trained of eyes, she would appear to be a true Ursa Minor. "That's... Rather shocking news..." She and Celestia shared a look as Lily shifted back, the transition happening slowly so her clothes were intact.

"We'll be sure to tell the guard to keep an eye peeled for animal dopplegangers, as well... I didn't know changelings could be anything other than human, avian, magi..." Celestia sighed and gave a brave smile. "Nothing to worry about, we have more pressing matters at hand. I assure you-" She raised a hand to Twilight's mouth, silencing her with a touch. "It is nothing to fret about. I have a plan, which you and I will both be sharing with all of Equestria later on today. For now, you both must have been awoken by Shining Armor's team. You look exhausted. Rest now. Though if you stay awake for a few moments longer, you will get to see a sight very few do..." Lily quirked an eyebrow as Luna and Celestia both smiled at them once more. Twilight, however, quietly slunk off to the adjoining bedroom. Lily watched her collapse into the bed, almost certainly passing out right away.

"No matter. Twilight has seen it once before. Come, Lily. Princess Luna and I will show you how we change night into day." Lily perked up almost immediately, following the both of them back out into the hallway. They progressed to the end of the hallway, both of them holding open the doors to a massive balcony. It spread a full one-hundred-eighty degrees, facing directly south. Lily watched as the princesses advanced to opposite ends, giving eachother a curt nod before beginning. Luna turned to the west, her hands glowing. Lily had seen her fair share of magic in the past. She could tell by glow in a magi's hands how powerful thier spell was going to be. Weaker magi had a glow that pulsed and wavered, seemed somewhat transparent. Stronger magi had an aura about them that hummed, thier hands seemed to glow a bright light. But for Luna... When she raised her hands to the moon hanging in the sky, the condensed glow that surrounded her was solid. Not a speck of light could be seen through it. Indeed, when she raised those twin orbs of dark power to the sky, the stars themselves heeded their call. Shuddering in the sky, the moon began to slowly sink towards the horizon, growing a dark red, then purple, and then it was gone, giving way to the day.

At the other end of the balcony, though, was an entirely different spectacle. Lily watched as Celestia spread her legs wide, her magnificent wings unfurling. Surrounding her hands was a golden glow of pure, unadultered power. Where Luna worked with finesse, coaxing the moon down to the horizon, carefully guiding each star back home, Celestia commanded the sun, using little else than brute force of magic and her own strength. Lily watched Celestia spread her stance, her arms low to her sides. As if shouldering a great weight, her body sagged, the air vibrating with an audible thrum. Lily was fearful to think what could make the princess strain like she was, until it happened.

THOOM. The air shuddered with the blast. THOOM. The tiles underneath Celestia's feet cracked. THOOM. A dull tinge of light blossomed at the horizon... THOOM. Celestia opened her mouth, her verbal cry of primal power ripping through Lily's very soul. The sun began it's long hike into the sky, rising at the same pace as the princess' slowly rising hands. Another powerful shockwave would emanate from beneath her feet as she worked... THOOM. Lily fell to the floor, unable to stand under the oppressive power. THOOM! With one last, shuddering blow, Celestia rose her hands triumphantly, hoisting the sun into the morning sky. The shining glory, radiating out over all the land, was the likes of which Lily had never seen before... The glow faded, Celestia tucked her wings against her back, and turned with a radiant smile towards Lily. Both she and Luna advanced towards her, their gentle touch lifting her to her feet.

"That was-"

"I know."

"And when you-"

"Yes."

"And you!"

"Indeed I did." It only seemed fitting in the moment. Lily sank to her knees, reverently bowing her head before them both.

"I had no idea the rulers of Equestria commanded such power. Chrysalis was a fool for ever challening you. Princesses, my life is yours. I stand in your debt this day." Celestia scoffed and lifted Lily with an easy touch.

"Stand up, Lily. If I wanted someone grovelling at my feet, I'd walk down to the newspaper office and tell them what I really think about their scandalous stories. Luna and I showed you this because we care for you. You laid your life down for Equestria, Lily. You've opened the eyes of nearly everyone with your actions, and what's more, you've been a good friend to all of us." She was wrapped up in a warm hug, Celestia holding her tight. "Luna and I value you for your friendship, for your heart, and above all, your hospitality. You accept everyone, regardless of sexual preference, race, origin, creed, looks, or gender. You bring us all down to the most primal, base part of our very bieng, and unite us in what we all have in common." Celestia pulled away and lifted Lily's chin up, meeting her eyes with a kind-hearted gaze. "Love." Lily was even more surprised when Celestia leaned in for a soft, passionate kiss, the sort that sent shivers through Lily's body.

"Celestia speaks the truth." Luna said, taking over as Celestia pulled away. The curvy princess smiled as she drew Lily into a gentle embrace, stroking her red curls. "We know what you spread is not true love, not like Shining Armor and Cadence's, but instead a different kind of love, and it's one everyone can share in equally. it's the life-binding, fear-abating sort of love that births us all and comforts young and old alike." She chuckled softly. "Though not too young, mind you." Just as Celestia had done, Luna lifted her chin to look at her in the eyes. "My sister and I owe you a debt for showing us the side of ourselves we had forgotten even existed." Luna pressed a kiss to her lips, not a soft, gentle kiss that might have been shared between friends, but a passionate, deep kiss that penetrated into Lily's chest, tightened it up, and made her tingle in places she really ought not to tingle...

"Thank you both." Lily muttered, her cheeks flushed from the kiss.

"Go and join Twilight for some rest, Lily. It may not seem like it, but we've been on this balcony for four hours." Lily looked out over the balcony, saw it was bright day now. True to their word, it appeared to be close to nine in the morning... Lily blinked and rubbed her eyes, smiling as Luna gave a soft chuckle. She was led into the bedchambers, where she shamelessly stripped down to the nightgown and joined a slumbering Twilight. The two slept well into the afternoon, waking naturally and with a warm smile.

"That was intense, huhn?" Twilight said, pulling Lily close against her. Lily tucked against Twilight's body, nodding softly.

"I actually fell over." Twilight chuckled.

"I was flattened against the wall. Then again, I was just a little girl the first time I saw it. That was when Celestia made me her student." Twilight ran a hand idly through Lily's hair, and Lily just smiled in response.

"Come on," She said after a short while. "It sounds like Celestia has something to say to the public, and you need to be presentable for it." She dragged the groaning magi out of bed and plopped her down in front of a nearby vanity. Being in the business of sex, Lily knew a thing or two about beautification. Finding all she needed in the drawers nearby, she set about to removing the bags from under Twilight's eyes, fixing her hair, adding just a touch of makeup. She was no Rarity, so a little mascara and a small bit of eyeliner helped. To her surprise, there were two sets of clothes laid out on a nearby dresser, and from the color scheme, she could easily guess which one matched who. The muted green dress highlighted Lily's hair magnificently, while Twilight's purple blouse with a simple off-white skirt seemed to fit the situation perfectly. They dressed and slipped into the hall, where a group of guards was waiting. Lily groaned when she remembered they were still technically under arrest. It seemed not even the guards knew of the plan as the captain spoke to them.

"Celestia will be delivering your sentence to all of Canterlot. We are taking you to her now." And so they did. Lily and Twilight were escorted, thankfully cuff-less, out to a balcony overlooking a massive crowd below. Seriously, there had to be thousands down there! Lily gulped and stayed back in the shadows as Celestia turned to face them both.

"Twilight, I would like it if you stood next to me for this." Blushing slightly, Twilight took Celestia's hand as they both advanced into the bright sunlight. Lily watched as a hush fell over the crowd. Celestia rose her head regally, casting a sweeping look out over all that were gathered.

"Citizens of Canterlot." Her voice rang out, undoubtedly amplified with magic. No one person gathered wouldn't have been able to not hear her. "I come before you today stressing one very important point." She opened her arms to all present. "Everyone is allowed to live their lives as they see fit. Man, Woman, Avian, Magi, and yes, Prince and Princess included. What I do with my time is of concern to myself and the people involved, and no one else." Murmurs broke out in the crowd, but Celestia continued talking. "Sensationalist media thinks I'm a heartless dictator who molests and rapes my students, who takes vast amounts of time out of my day to persue sex, who is unfit to lead. To these people, I say this:" She turned to shoot a coy smile at Lily and a warm, brave one to Twilight.

"While it is your right to persue a living as you see fit, I would reccomend you do it in a way that does not criticize the lives of those around you in a publically-available medium. It makes life difficult for a tired princess and a busy magic student." Laughter rolled through the crowd as Celestia continued. "I will be conducting a personal interview with all major media outlets later on this evening. Please check the same papers that these rumors were spread in tomorrow for all the details. And remember." She rose a hand to the crowd, letting the silence stretch on for many long moments. "Your lives are yours to live as you please. Don't let the opinions of others discourage you from persuing your dreams." A cheer rose from the crowd as Celestia and Twilight turned around to walk back into the shadows. To Lily's surprise, a pair of cuffs was quickly snapped around her wrists. Just as she was about to fight them off, a bright flash of light disintegrated the metal.

"Princess!" The captain gasped. Celestia's hand glowed. She had been the one to cast the spell. "Twilight Sparkle and Lily both have charges against them! Evading arrest, harboring a wanted criminal, among other thin-"

"I think you forget, Captain." Celestia said, silencing the stuttering avian man. "This society is still a monarchy. I think I have the power to overrule some minor charges against my student and her friend. Did I not just make it clear that all that had been published was false? Which reminds me, I think I need to see your records. I would like to know who made the alleged claims against both myself and Twilight." Stuttering, the captain fought for words to say, but a stern look from the princess silenced him. Celestia left the balcony with Twilight and Lily in tow.

"Princess, I-" Twilight started as they entered the bedroom that Lily began to wonder if it belonged to Luna, Celestia, or both of them...

"You are innocent, Twilight. And if I recall, it was my letter to you that suggested you run in the first place. What sort of mentor would I be if I allowed you to suffer from my actions?" She cupped Twilight's cheek tenderly, a soft smile on her lips. "You and Lily will be pardoned of all charges. And I'm going to reccommend that future legal actions with the two of you be brought to my attention first." Lily muttered a sheepish 'thanks' before trying very unsuccessfully to sink into the shadow.

"Princess..."

"Is there something else, Twilight?" Celestia asked, apparently a little miffed her student wasn't getting the hint.

"Well, yes... You see..." Twilight stopped wringing her hands and stood up straight. "I'm horny. So help me, I haven't felt your touch in ages. This whole business has got me stressed and exhausted and... To be frank, all I want is a good lay and a restful night's sleep." Celestia's eyes widened, but her expression slowly turned into a smile as she turned to Lily.

"I'm afraid I have an interview with a certain paper. Though by the sound of things, you don't mind sharing a bed with Lily. We all know she's sampled your fruit before. Why not go home with her tonight? I promise, Twilight, I'll make it up to you soon. With any luck, after this whole ordeal blows over, I may very well be more free to do as I see fit with my time. Now go. I'd hate to brush you off like this, but I DO have a kingdom to run today. Do me a favor and try and keep your schedule free in the next few weeks, okay? I may need a refresher soon myself." Celestia turned to Twilight and gave her a passionate, deep kiss, one that made Lily ache for what the magi was recieving. Twilight nodded as they broke apart, blushing softly. Celestia padded to the balcony and leapt off, disappearing out of sight and leaving Lily and Twilight alone together.

"Twilight, I-"

"Come on." She said, grabbing Lily's hand. She felt herself pulled out into the hallway suddenly.

"Hey!"

"Celestia is right. So help me, I need to get laid. And you're the one to do it, Lily. We need to get back to your place now." They walked quickly through the castle, out a service entrance, and down a not-so-busy sidestreet. Lily stumbled to keep up with the insistent Magi, though she had to admit that the thought of getting Twilight home alone was one to make her rush. Indeed, her crotch was heated with the mere thought of making love to her once again. The memory of the threesome with Fluttershy was still fresh in her mind... To her surprise, Twilight stopped on the side of the street. It was mid-day, not a whole lot of people around. The few that were were moving about their own business, taking care of whatever it was they had to take care of. Twilight cut across the street into a densely-vegetated park, with many trails and paths winding their way through the trees and bushes. It was on one of these that she stopped and turned to Lily.

"Fuck me." She said.

"What?"

"Fuck me. Right here, right now. I won't use my magic, just... Just take over, and fuck me. Here." She raised her hands, summoning a violent purple strapon. It dropped into Lily's extended hands, and she looked up at Twilight just as the lusty Magi lifted her skirt enough to strip her panties off. Bare underneath the fabric, Twilight held her skirt up so Lily could see underenath, her glistening lips waiting there... Swallowing hard, Lily began to get set, lifting the hem of her dress up over her own crotch so she could step into the plastic phallus.

"I- I don't know, Twi..." She said. "We're in public... I know I still live a ways away, but can't it wait?"

"If you don't do this, then I will." Twilight said menacingly. As much as the thought was enticing, Lily was the type to please instead of be pleased. She shook her head and stepped forward, sliding her hands up Twilight's thighs.

"No, I'll do it... Just... With the whole scandal thing..."

"Fuck that noise. Just... Hurry up and put it in..." Lily couldn't help but smile past the flush in her cheeks as she smoothly slid one finger into Twilight's waiting center. Her partner gasped as she felt the digit slide in, eliciting more wetness from her already-heated gash. Lily smiled and pressed a firm kiss to Twilight's neck, rolling the finger around inside of her. Twilight groaned and shivered, clenching her skirt in white-knuckled hands. A nearby tree leaned over the path slightly, the trunk thick and round. Lily got an idea and smoothly pushed Twilight towards it.

"Bend over." Lily groaned, pushing Twilight forward. She did as asked, laying her hands on the trunk. She looked back, cheeks flushed as Lily pulled her ass backwards, exposing her pink core. "Relax. I'm going in." Smoothly, she guided the head of the strapon into Twilight's gash, smoothly sliding in all the way. Twilight would have cried out, but they were in public. That didn't stop Lily, though... Quick as she dared, she started thrusting deep and smooth into her. The contrast of being outdoors, the tightness in her chest at the thought of being caught... It all thundered through her. She bit her lip and started thrusting deep and smooth, gliding in to the base with ease. Her hips caused Twilight's tight ass to jump with each firm thrust. Her hands clutched the girl's slender waist.

"Lily, I..."

"Already?" Lily pulled out, grinning. "Not on my watch." Twilight turned around, but Lily urged her to stay facing forward with a firm hand on her shoulder.

"But... I want it."

"Then beg for it." Lily rubbed the head against her dripping slit, grinning softly. "Come on, beg me to put it back in, to let you cum." Twilight's flush could have baked a cake.

"P-please... Stick it back inside of me... Fill my pussy with it, please..." Lily rubbed her a few more times before shaking her head.

"Hmm... Nope. Not here." She pulled away and stripped the dildo off, smiling at Twilight's shocked expression. "Let's move it somewhere a little more... Open..." The lusty grin from the purple magi made her smile. Twilight left her panties hanging on a branch where the next person to pass would most definitely come across them, the crotch darkened with her desire. Lily hid the strapon as best she could while she and Twilight made their way along the path. It soon opened into a field of sorts. Lily guessed that on the weekends this spot would serve as a picnic area for couples and families to enjoy lunch on. Maybe they played football or threw a frisbee back and forth... For now, though, it was a stage. Lily grabbed Twilight's wrist, pulling her behind a waist-high bush with a smile. She pulled the skirt up over her rear, stepping into the strapon once more.

"Hurry." Twilight panted, pushing her rear out more, opening up for Lily. Teasingly, Lily rubbed her open hole with the head again.

"Don't tell me how to do this." Lily teased, ever so slowly sliding in. Twilight fought another crying gasp, her hands clutching the branches of the bush in front of her. Lily started thrusting slowly, just as luck would have it and a group of what appeared to be friends entered the field. They set up a picnic a fair way off, thier laughs and conversation drifting to the ears of the lovers faintly.

"Look at them." Lily teased, reaching a hand around to grasp Twilight's breast. "One of them might glance over here and see you." The sudden gush of wetness that dripped down even Lily's thighs told her the thought was both frightening and arousing. "I bet you'd like that, though... Maybe that big guy would come over here and help me out." Twilight's chest began heaving as she fought the urge to whimper.

"So close..." She muttered softly, and that made Lily pull back out. "What? Why... No, please, keep going..." She wiggled her hips in a mockery of seduction, but Lily wasn't swayed.

"You cum when I say you can. Understood?" Twilight groaned inwardly. Lily pulled back and swung the plastic toy around to spank her rear. She yelped softly and jumped. "Got it?"

"Y-yes!" Twilight gasped, her cheeks flushing more. Lily rubbed two fingers up and down the wet slit, chuckling as she rose the glistening fingers to Twilight's lips.

"Like that taste? That's the taste of your own arousal. You're getting turned on getting fucked in public, right where anyone can walk along and see you." Lily felt Twilight suck her fingers eagerly, licking the digits clean. "Remember, you don't cum until I say you can..." Lily pushed back into her, feeling the toy tense as Twilight flexed. She moved slow, not giving Twilight any reason to ignore her order and cum anyways. When she felt Twilight tense, her breath grow more shaky, she stopped completely, just resting inside of her. Twilight tried wiggling her hips, but Lily stilled her with both hands.

"P-please... I'm REALLY close, Lily... Just... Just let me cum, then we can go home, and I promise I'll pay you back." Lily moaned into Twilight's ear as she begged.

"Hmmmm..."

"Please!"

"I dunno..."

"Please, for the love of all things, just... Aahn! LET ME CUM!" Twilight cried out. Cursing, Lily quickly pulled the two of them down just as she saw the heads of the group swivel towards them. She and Twilight fell to the ground, the grass not very forgiving on rump and elbow. They were quiet, breathing stopped as they listened.

"Did you hear that?" The voice carried to them as they lay there, breathing as quiet as they possibly could.

"Naw, man. Gimme another sandwich."

"Huh..." Exhaling, Lily and Twilight stood back up, though Lily just went right back to it.

"H-hey, Lily! No!" Twilight whispered, fighting her hands off as they pulled her skirt up. "We gotta get outta here... They already suspect something..."

"I thought you said you wanted to cum? THEN we could go home." Twilight groaned and resigned herself to letting Lily lift her skirt up. In their absence, another group had moved into the clearing, and was now setting up another picnic. Lily grinned and pressed the head into Twilight's waiting hole once more.

"L-Lily, no... We... Aah, we gotta leave... They're gonna see us..." She whimpered. But she didn' t pull away.

"Shh. They're going to hear you if you don't shut it." Lily curled her fingers around Twilight's breast, squeezing it rather roughly. She groaned into her earlobe, pushing the shaft deeper and deeper into her. She flexed and inhaled, but Lily's other hand flattened over her mouth. "Do you want to cum?" She asked, sliding just a single inch in and out of her. Twilight nodded her head, groaning against the hand. She was REALLY dripping down there.

"HMM! Pfft, please, Lily, just let me cum already." Twilight whimpered, spitting out Lily's fingers. "So... AHN, so close!" Lily pulled out once more, making Twilight gasp from both shock and anger.

"I don't think so. Not like that, you don't." Lily rubbed the shaft along her dripping hole, smiling at the slick feeling.

"Please! Put it back in, I'm so close. Like, one more thrust and I'll cum! PLEASE!" Twilight gasped, exasperated.

"You really need to learn how to beg..."

"Please... Master?"

"Better." Lily lined herself up with her hole once more, smiling.

"M-master, please... Please, may I cum? I'm so close, I want it so bad... I'll do anything..."

"Anything?" Lily poked the head in.

"Yes! Anything! Please, put it in already! Oh fuck I want it so bad, I'll do whatever you say, just LET. ME. CUM! AAAAAAAAUUGH!" Twilight Sparkle screamed out loud as Lily pushed the strapon back inside, her hips slapping Twilight's ass with the sheer force. She felt more wetness drip and gush out, Twilight's entire body convulsing and shaking.

"Good girl." Lily stroked her hair, smiling softly as she gently pulled out.

"I'll say." The stranger from earlier, the big one Lily had called out, was standing on the other side of the bush. Lily and Twilight both gasped. "Hey, wait a tick... Aren't you...?" Twilight was frozen. Lily started hyperventilating.

"Twilight Sparkle. Yes. Goodbye now." Wheeling around, Twilight wrapped her arms around Lily, a bright flash of magic enveloping them both. The next thing Lily knew, they were sprawled out on the carpet of the lounge, many curious faces peeking down at them.

"The hell?"

"Is that Twilight Sparkle and Lily?"

"Where did they come from?"

"No way she could have teleported in here..."

"Maggie! Get down here!" Lily slowly started to piece the events together. Looking around, Twilight was sprawled on top of her, her skirt hiked up well over her waist. Lily was still wearing the strapon, and both of them were flushed and breathing heavy.

"Uuh..." Lily looked around at flushing, embarrassed, and curious faces. "This is exactly what it looks like."

"So how was it?" Brenda slipped into the seat next to Lily at breakfast the next morning, smiling as she nudged Lily with her hip.

"How was what?" Lily asked, flicking the paper open with a sip of orange juice and a sultry smile.

"Your little sleepover. After Maggie shooed us all off, you and Twilight disappeared into your room. Don't tell me you didn't..."

"Oh, no! Are you kidding?! We were way too tired... After the night we had, ugh... I could do little else than shower, change, and sleep... Twilight was the same way. She took off early this morning." Lily scanned the headlines, found one at the bottom of the page. Seeing a small picture of Princess Celestia, she smiled and started reading. The few girls gathered for breakfast listened intently.

"In a chance interview with Princess Celestia, our benevolent ruler reveals much about her personal life, how a Princess spends what little free time she does have, and the nature of the relationships she has held over the years of ruling Equestria. To Princess Celestia, we asked some important questions." She flipped to an interior page, where a Q&A section detailed more about the event.

Q: "So, Princess Celestia, given all the scandalous headlines and claims of rape brought against you, how are you handling the pressure from the masses? They all cry out for the truth."

A: "I think you'll find across all of history, I've been rather truthful when presented with challenges like these. I find the best thing is always to tell the truth, and let the media come up with what it will. Sometimes, however, I do need to step in and forcefully remind them what events actually took place. Otherwise, life would have been just plain difficult for me. Despite long life and immense magical power, I still have wishes, desires, and hopes. Am I not free to pursue them as I see fit?"

Q: "A very good point. Many people seem to think of you as an unshakable ruler of immense prowess and stoic personality. What is Celestia like, under the crown?"

A: "I'll tell you all you need to know, I suppose. I love classical music and art. Particularly photography. I enjoy a light, white wine with dinner, and I'm none to fond of crunchy foods. I've some very select friends that are close enough to know more, but I find it's best if you don't go about telling everyone everything about yourself. I've been exploited for my weaknesses in the past. I play my cards close to my chest, if you get my meaning."

Q: "I most certainly do, princess. Hahaha. Now, what of your relationship with Twilight Sparkle? Wielder of the element of Magic, nationally decorated hero for her actions against Nightmare Moon and Discord. You must be proud of her. But does that pride transfer into the bedroom? Forcibly or otherwise?"

A: "I suppose now is the best time to clear this up once and for all. Yes, Twilight Sparkle and I are romantically involved. No, I did not rape her. Everything we have ever done has been one hundred percent consensual."

Q: "But the nature of the devices you have purchased would suggest a darker side to your relationship. Are you sure there isn't something more along the lines of forced sex happening here?"

A: "We all have our kinks..."

Lily smiled and folded the paper up, setting it aside. It was quickly snatched up as other read through it more in-depth. Lily was content to kiss Brenda on the cheek and leave. She ran into Maggie in the hall.

"Everything ready?" She asked.

"The truck just showed up and started unloading. She'll be around later tonight to make sure everything is okay." Maggie said tiredly. They had been coordinating a transfer of sorts.

"Really? Because I heard she was accompanying her shipment herself."

"What? Really?" Maggie turned around to look at her.

"I'll go check." Lily said with a smile, padding down into the basement. She followed several twisting, turning hallways, finally pushing through a door at the end of a long hall. Twilight Sparkle and Celestia both looked up as Lily slipped in, locking the door behind her.

"Right then." Lily stripped her shirt off, smiling at both of them. "Shall we?"

A Night at the Symphony

---------------- Request chapter: Octavia ----------------

The following takes place four months after the opening of Maggie's, following the events of Chapter 7 of A Different Kind of Love

Lily adjusted her dress around her hips, fiddling with the hem in the mirror as Maggie poked her head in on the fretting changeling.

"Ready to go?" She asked. Maggie herself was wearing an elegant dress that fell to the floor, her long arms encased in white gloves. Lily, however, had taken much care to ensure she was as beautiful as could be. This was, after all, a night on the town. Smiling at Maggie, she nodded and left her room. The satin dress hugged her every curve, leaving her back bare almost to the top of her rear. It was none too shy on showing off her cleavage, either... Still, though, the shiny black fabric was... Classy. Her red curls were much brighter tonight, not the rich, darker color they usually were. Tonight, she went for a fiery, bright red. They bounced around her face as she smiled at Maggie, who gave a low whistle of appreciation.

"Shall we?" Lily asked, taking a small handbag with her down the stairs. All the girls at Maggie's had been invited to the symphony that night, courtesy of a very appreciative composer. Lily hadn't handled the man personally, but she heard tell it had been a particularly intense experience. Shortly, everyone was assembled in the lounge, and slowly filed out into two waiting limousines. For her first time riding in one, Lily was amazed at the spacious interior. They all enjoyed a glass of champagne on the way to the concert hall, laughing at talking about the night ahead of them. Many of the girls were excited at the prospect of finding a high-class date, a man of character and nobility. Maggie scoffed, and in her worldly way, imparted a pearl of wisdom to all the girls in the car.

"The bigger the wallet, the smaller the dick." Soon enough, both limousines pulled up at the roundabout entrance, the drivers hurriedly opening doors for them to file out. Skirts were adjusted, compact mirrors checked, and smiles flashed before they all made their way inside to the slowly filling concert hall. The seats they had on reserve were in the middle of the hall, facing the open stage directly. Lily smiled at the man behind her as she took her seat, fixing her gaze on the assorted instruments. Soon enough, a hush descended over the hall as a group of about forty individuals filed out and took their places behind assorted instruments. Bows pulled across sings, lungs blew life into pipes, and the sound swelled in an ensemble of musical prowess soon to be played.

And that was only the sound check.

Lily was enthralled by the music that followed, every single note played in perfect harmony with the others. The group was less of a symphony and more of a single being operating in one single capacity, and that was to capture the hearts, ears, and minds of the entire hall. The first selection was complete, ending in a low, quiet note that left a hushed shiver on the spines of more than one guest. It was followed by thunderous applause, all of it well-deserved. As soon as the conductor raised his hands once more, everyone fell silent. You could hear a pin drop before the next note was played, a quartet of violins accompanied by light cymbals and a rather stirring flute solo. The piece built into a swelling, shiver-inducing work of musical artistry.

As soon as they ended on a high crescendo, Lily clapped along with the rest before one single woman stood up from her seat among the rest of the string players. Lily watched her approach the front of the stage, the maestro turning to her. By magic, Lily watched a stool and cello appear from nowhere, which were both promptly taken by the slender, dark-haired beauty. Her simple black dress shimmered in the muted lamplight lighting the stage, glistening as she took her seat at the stool, adjusting the cello in her hands. When the composer lifted his hands, Lily immediately recognized the time signature for Bach's cello suite number one. Sure enough, the first waterfall of beautiful notes floated out over the heads of the audience, the woman's hand bobbing back and forth as she strummed the difficult measures. Lily felt herself swept into the intricate, beautiful melody of the prelude. She was not the only one. Many a reverent eye was turned to the talented woman, her hands never missing a beat.

Prelude ending on a short, clipped note, this entrancing woman took a very unexpected turn out of the ordinary. She skipped almost straight past the long-winded and simple "Allermande," straight into "Courante." A much faster and complex piece, she played flawlessly, her fingers moving with surety over the strings of her singing Cello. Lily felt her heart sync with the beat, beating in time with the rapid appregio's and swells of music. Almost regrettably too soon, "Courante" ended and transitioned flawlessly into "Sarabande." The beautiful, slow piece focused intently on even notes played at diminishing levels of volume, though not a single note went unheard. No one even dared breathe loudly at the mellow, dulcet tones of a true master at work. The suite progressed as normal, into "Menuet I/II," finishing brilliantly with the jovial and light-heatred "Gigue."

After the final chord faded away into silence, there was a very noticeable gap. The entire concert hall was stunned before they finally broke into applause, eventually rising into a swell of appreciation and admiration. Lily joined in eagerly, raising her voice in a cheery "Bravo!" Many others joined her, and a premature rain of roses cascaded at the black-haired beauty's feet. The symphony stood and padded away, giving the gathered guests time for an intermission. People stood and filed out of the hall into the halls outside, chatting and socializing, remarking on the stirring performance. Lily grabbed Maggie's harm, pulling her ear close to her mouth as she breathed hot and heavy.

"I must make her mine. So help me, Maggie, before the night is out, I will have her." The flash of understanding in Maggie's eyes showed Lily she understood. The coy smile on her lips said she approved. Maggie gave Lily's rear a surreptitious pinch and a wink.

"Get going, then." Lily slipped away, smiling at a group of individuals that cast curious looks at her flushed face. She passed through a few short halls, into a back area, and through to a store room of sorts. It was removed enough from the muted sounds of conversation and bustle that she could focus. Undoubtedly, this talented woman was not inclined to the fairer sex, but preferred a more traditional experience. Lily shifted into a handsome, tall, dark-haired man, wearing a tailored suit that fit oh so perfectly. She tested her voice, singing in a moderate tenor to herself as she slipped out. The lyrics of "Ave Maria" flowed nicely with the night as she rejoined the hustle, catching Maggie's eye with a sly wink. Her manager would be the only one to know who she was exactly. The others, though, would likely catch on when Lily was counted as missing from the entourage. Though by the look of things, many of them would be distracted by more pleasurable company.

Through careful questioning and a subtle hint of a kiss later in the night, Lily was able to determine the location of a classy after party, and promised she would show up promptly after the symphony was over. She dare not return to the concert hall after the intermission, though... She doubted she could restrain herself from leaping onto the stage and taking the sultry dark-haired cellist in front of the entire audience. Instead, she decided to walk to the destination of the after-party, the summer night air warm and comfortable. It was quite a distance, but she enjoyed the sights, the sounds of the city after nightfall. When she arrived, the party had already begun, the sounds of light classical music and conversation drifting out over a second-floor balcony. She slipped in, acting like she belonged. Indeed, she really did. Mingling with Rarity now and then had certainly paid off. She sipped champagne and conversed, laughing and talking with the other guests. The night wore on, and Lily began to fear the talented cellist would pass on attending.

"I must say, Octavia, you were spot on this evening! What a stirring rendition!" The strain of conversation floated above all others, wafting past Lily's ear as she turned her head. There, against the wall, was a boisterous man waving his glass of gin about and speaking much more loudly than he ought to have been. Lily slipped in between guests, slowly making her way to the man and the target of his rambling speech. Through glimpses underneath the man's gesticulating arms and around his prominent stomach, Lily caught sight of a shimmering dress, a lock of raven hair...

"Uh huh." Octavia, the woman was called, appeared to be trying her best to melt into the wall, to get away from the man. To Lily's surprise, however, the drunken man grabbed her arm, pulled her close. Over the mutter of nearby conversation, Lily heard the man speak in a low, dangerous tone full of suggestion and desire.

"Tell me now, darling," He said, pressing his fat stomach against her. "What will it take for me to bring you back to my place tonight, hmm? I dare say I could show you quite a time."

"Please," Octavia whimpered, turning her face away uncomfortably. Lily couldn't have this. Just as soon as she went to advance on the man harassing Octavia, a hand clapped on her shoulder.

"I wouldn't do that, if I were you." Another man pressed against her other side, and she felt the sharp jab of something metallic press against her rib.

"Come on, buddy. Let's go out back." She was shoved roughly towards the door, stumbling slightly. None seemed to pay them any mind. She shot a glance over her shoulder, catching the frightened expression on Octavia's face.

"Don't worry about them, my dear. Come now, let's..." A thin thread of telekinetic power shot into the man's side, making him grunt and double over. It had taken a lot for Lily to do that. As her two escorts, undoubtedly the man's bodyguards, stood in shocked silence, she took the opportunity to elbow one in the face. He fell back, clutching both hands to his nose. Lily wheeled on the third, grabbing his wrist just as his hand began to plunge into his suit jacket. She delivered two quick punches to his stomach, doubling him over just enough for her to drive her knee upwards into his jaw.

"Run!" She growled at Octavia. Instead, the shocked woman just stood there and blinked. Cursing under her breath, Lily brushed past the fat man, shrugging off his clawing hand and grabbing Octavia's wrist. "I said RUN!" Quick as she dared, while the confusion was still fresh, Lily pulled a stumbling Octavia towards the same door the two bodyguards had been pushing her towards not five seconds prior. The first rolled on the ground, holding his nose as blood began to flow, while the second reached a hand back into his jacket. A quick kick to his ribs deterred the man as Lily and Octavia shouldered through the door into a back hallway.

"This way!" Octavia had finally caught on, and was now in full escape mode. She even paused to kick her heels off as they darted down the tight corridor. Shouts and wheezed orders were given as two more men, separate from the first two, pushed into the hallway behind them.

"There!" Lily glanced back and saw the men pushing past a pile of boxes in their way, knocking them over and only slowing them down more. "Fuckin' hell! Don't let 'em get away!" The two fleeing partners pushed through a doorway and down a stairwell, out into a dark, stinking alley. Lily grabbed her arm and pulled her out into the street, running as fast as she dared. She noticed a limp in Octavia's stride, she was flagging already. She had probably stepped on something in the alley. Cursing slightly, Lily swung an arm underneath the back of her knees, hoisting her slight frame into the air. They rounded the corner just as the sound of their pursuers echoed down the street. She picked up her pace and carried Octavia down the street fast as she dared, slipping into a dark doorway.

"I don't-" Octavia began.

"Shh." Lily tucked Octavia between her and the wall, pressing close, obscuring both of them in the shadow. Octavia opened her mouth to speak once again, but Lily clamped her hand over her mouth. She was less worried about making it into bed with her than she was making it out of this predicament alive. Two sets of pounding feet thundered past, though Lily could have sworn they could hear her heart beating in her own ears...

"Shit, I lost them!"

"Keep looking! Come on, you go that way!" The two split up at the end of the street, running opposite directions.

"Come on, we aren't out of this yet." Lily muttered softly, pulling away from Octavia, scooping her up once more. A quick glance down at her foot showed she had indeed stepped on something. Blood dripped from her foot as Lily hoisted her in the air. Crossing the street into a shadowy park, Lily pushed through some waist-high bushes onto a dark path.

"Through the park, there on the other side." Octavia said, raising a hand to point at what Lily guessed was an apartment building on the other side of the park. Grimacing, she pushed through another set of waist-high bushes and squinted into the dark to see what was ahead of her. They found a path heading in the right direction soon enough and crossed over a small creek before exiting the park. Lily ducked low in the shadows, looking up and down the dark street for any sign of the men after them. Seeing no one, she quickly shuffled across the street, Octavia in her arms.

The building was indeed an apartment complex, though it obviously catered to the higher-class citizens of Canterlot. Octavia directed her to the top floor, which was dominated entirely by a loft apartment that took up the whole floor. She punched a number into a keypad on the elevator, which apparently was the only way in or out, save for maybe a locked fire escape door somewhere... Lily carried the wounded cellist into the apartment, about to set her down when she remembered the cut on her foot.

"Right. We're safe here, then. Let's take a look at that foot." Gingerly, Lily set Octavia down on the edge of the couch, flashing a brave smile up at her. Gingerly, she took the bare ankle in her hand, heart still pounding from the frenzied flight. This was the first time she had really gotten a look at the entrancing woman up close. She was slender, fragile-looking. Her long black hair hung straight down her back, the bangs cut in a straight line above her brow. She had a slightly drawn, pixie-like face, the kind Lily would expect to see on a child. But it had a sort of melancholy build to it, as if a soft smile or slight frown was all that was ever supposed to cross it. She had long fingers, delicate ankles, a nearly flat chest. She was a very haunting, modest type of beautiful, the kind Lily could see a man loving for the brilliant mind behind those keen, grey eyes.

"Thank you," Octavia said, lifting her foot with a grimace. She had stepped on a shard of broken glass, the piece embedded in the soft pad of her left foot. "For getting me out of there. A cut on my foot would have been the least of my worries, had you not stepped in. I guess I owe you a debt of gratitude." Lily glanced up at her briefly, frowning in a concerned fashion.

"Do you always get fat dejects threatening you to their beds?" She asked, inspecting the cut. She probably wouldn't need stitches, but it certainly had to come out.

"No, not usually." Octavia sighed, wincing as Lily prodded the flesh around the cut. "But I'm afraid the senator has been more and more adamant in his advances. Your actions tonight with either dissuade him completely, or send him into a fervor of vengeance and desire." She looked down her nose at Lily, crouched on the hardwood floor of her living room. "How bad is it?"

"Not too bad, surprisingly. But I'm going to need tweezers or something to pull this out with. Do you have a first aid kit? Bandages? Maybe some hydrogen peroxide?" Lily asked, turning her foot side to side gently. She had well-toned calves, though Lily only barely caught a quick glimpse of them under the hem of the shimmering black dress.

"In the bathroom. But if you're going to make a mess, I suggest we move there instead of doing that here." Lily nodded in agreement and lifted her up once more. She was thankful the bleeding had stopped, though that meant the blood had clotted and would make removing the glass more difficult. She carried Octavia down a short hallway into a nearby bathroom, setting her on the edge of the bathtub as she fetched supplies from the nearby cabinet. Soon enough, she had pulled the red shard out, disposed of it in rolled toilet tissue, and set about cleaning and treating the wound. All the while, Octavia remained silent, watching Lily work with a calm expression. Finally, as Lily began bandaging the foot, she spoke.

"You have very skilled hands. Do you play?" She asked. Lily paused for a moment before fastening the bandage with a piece of medical tape.

"I've managed to pick up the violin in the past few months. I'm not very good, but I can sightread fairly well... Why do you ask?" Octavia shrugged one shoulder and looked at the bandage, testing her foot on the floor of the tub.

"You've just got the touch of a musician. Firm and steady, gentle enough to make the proper tone. I guess you could say I can tell..." She looked up at Lily with a sad smile, her face warming slightly now the danger had passed. "Thank you for saving me tonight. It was... Exciting..." Lily glanced at the watch on her wrist, groaning at the time. This late in the night, and she hadn't even made any progress with the sultry Octavia. "Do you have somewhere to be?"

The question caught Lily off-guard, and she raised her hands defensively. "N-no! Not really, anyways... It's just late, and I'm kind of tired is all." She punctuated the sentence with a stifled yawn, apologizing.

"Oh. Well, your face is out there. The senator has goons all over, probably. You're welcome to stay here tonight." She stood, wincing on her wounded foot, but she managed by putting her weight on her heel, limping out of the bathroom. "The guest room is just there. Help yourself to the food in the fridge. My room is down the hall, there at the end." Lily nodded, and unsure where to go next, decided to slip into the guest room. Though she didn't go without taking a long, purposeful look at Octavia's swaying hips as she walked away. Even when limping, she carried herself with grace and dignity. Sighing, Lily closed the door behind her and dressed down just a little, removing her suit jacket and tie, her shoes and socks. It didn't feel right sleeping in someone else's house in her underwear, not without getting to know them intimately, of course. She stretched out on the bed, sinking into the covers tiredly. Just as her eyes were about to slip closed, the gentle strains of a cello drifted past her ears.

Her eyes opened at the sound, and she listened to the soft tune. She couldn't place it, not in her memory... Slowly, she stood and padded down the hall, finding a slightly-open door next to the room Octavia had indicated was her own bedroom. The door was cracked, and the music came from within. Slowly, Lily pushed her way into the room, seeing Octavia at a stool, playing a piece masterfully. Still, she couldn't place the tune... Content to listen, Lily stood there, arms crossed, fumbling over the origin of the upbeat sound. Certainly no classical piece... When the last strain ended on a high note, Lily smiled.

"Beautiful." Octavia whirled around, noticed the door open.

"I'm sorry, did I wake you? I thought I closed the door..." She gently set her cello on a nearby stand, loosing the nut so the hair of her bow didn't warp the wood.

"It's fine, really. I admire your talent very much." Lily raised her hands in a non-offended way. The room they were in was certainly one of musical intent. There appeared to be recording equipment, a massive collection of vinyl 45's, CD's, tapes, records, all sorts of musical paraphernalia. One entire wall was devoted solely to instruments. Among these, Lily spotted a majestic violin.

"Would you like to play?" Octavia asked, noting Lily's interest in the mahogany instrument. It had been a while since Lily practiced, but she could play "Twinkle, Twinkle, Little Star" like a pro. Octavia limped over to the wall, gingerly lifted the violin from it's rack, and handed it to her. Carefully, Lily tucked it to her shoulder, accepted the bow from Octavia, and experimentally pulled it across the strings. The pitch and tone were perfect, and it was tuned. Next, Octavia set a stand and a book of sheet music in front of her.

"I don't recognize this piece." Lily said, frowning down at the notes.

"It's quite simple, really. The only tricky part is the key change, here." She tapped a measure with the tip of her own bow as Lily pictured how the song would go. "And, well... It compliments the cello well. Come. Let's play." She sat back on the stool, turned to face Lily, and began tapping out the measure with her good foot. Lily matched it with her own toe, and pulled the bow across the strings to begin the song. A two measure intro, and Octavia joined her as well, the low baritone of the cello harmonizing with the violin wonderfully. The two played masterfully, at one point swapping measures, almost like trading off or dueling. At the end, they both harmonized on one chord, the sound reverberating eerily through the well-designed room. It obviously complimented the stringed instruments well. The last note faded away, and Lily felt another chill run up her spine.

"That was..."

"Amazing." Octavia finished the thought for her, slowly rising to her feet. Just as she went to step forward, she stumbled, and Lily wrapped her arms around her as she fell. Octavia gave a slight whimper, her hands tucked against Lily's chest. "I-"

"Shh." Lily urged her to be quiet for the second time that night. Smoothly, she pressed her lips to Octavia's, feeling her tense slightly before melting into her hold. The kiss slowly heated, Octavia taking it a step further by pushing her tongue out, brushing Lily's lips. All she got was a firm squeeze in return, her breath rising as she slowly leaned into Lily more.

"Please..." Octavia whimpered softly. "Be gentle?" Lily rose a single hand to cup Octavia's cheek, brushing her straight bangs aside with a thumb. Gently, she pressed a kiss to Octavia's forehead before hoisting her in the air, carrying her to the next door down. Inside was the master bedroom, the massive four-poster bed covered in a muted brown comforter. Gently, Lily laid Octavia out on top of the comforter, smiling as she stripped her shirt off the rest of the way. Apparently, Octavia liked what she saw. Slowly, she worked at a series of buttons along the side of her rib cage, peeling the dress apart from her body slowly. Underneath, she was just as slender as she appeared to be, her body nearly flat, save for the gentle swell of her perky, b-cup breasts.

Lily pulled her pants and boxers off slowly, letting Octavia get worked up at the anticipation. It was working... The way she squirmed her thighs while pulling her own dress off, she was obviously enjoying the show. When her boxers fell to the floor, revealing the pent-up desire, Octavia drew her lip into her teeth, looking her up and down very pointedly. Slowly, she pulled her own underwear off, and in the muted, dull light, Lily noticed a slight dark patch. She was shaved. Slow and gentle as could be, paying much attention to her wounded foot, Lily settled on the bed in between her readily-spread legs.

"Ready?" She whispered softly, hovering above Octavia. Her partner slowly raised her hands, pushing them back through Lily's full head of hair, smiling bravely.

"Whenever you are." Smoothly, making sure not to move too fast and hurt her, or to slow and not have it feel good, Lily pressed into that wet slit inbetween her legs, moving smoothly inside. The way Octavia arched her back, the pent-up moan of sexual fulfillment vibrating through Lily's ear, it was truly incredible. They settled in on a slow, easy pace, Lily sensually pressing her lips against Octavia's neck, her jawline, her ear. When Octavia lifted her chin, pressing their lips together gently, it felt perfect and wonderful.

At her insistence, Lily rolled onto her back, smiling up at Octavia as she slowly started lifting and dropping her hips, sliding Lily in and out with an easy, practiced grace. Lily flexed inside of her, resting her hands on Octavia's thighs. Moaning softly, she massaged the taut flesh, feeling Octavia's center pulse and shift around her. Leaning forward, Octavia began breathing heavier, her eyes fluttering as she dug her nails in gently. Not enough to be very painful, just enough for Lily to feel it.

"I'm gonna..." Lily whispered softly, shivering underneath the feeling of Octavia's wet womanhood sliding over her. Gently, Octavia lifted herself up and off, running her hand over the wet flesh. Lily felt the pleasure fill her senses, peaking in the most wonderful fashion. She was brought to a shuddering orgasm, her breathing a stacatto pattern of intense emotion. Shivering, she felt the release ooze out of her member, falling into a creamy puddle on her stomach. Just as soon as she was finished, Octavia brushed her pulsing head against her center, grinding her clit against the shaft. When her grip tightened and she inhaled deeply, Lily knew she had finished as well. Taking care not to rub too much of Lily's creamy orgasm onto her own womanhood, Octavia stretched out next to Lily, both of them breathing heavy in the passionate aftermath.

"Bravissimo." Lily said softly, rolling her head to look at Octavia, who just grinned back at her.

"Encore?"

"There you are." Maggie said, smiling as she watched Lily push through the front door late the next day. "How did it go?" Lily grinned at her, flashing a business card. The headline read "Octavia" and had a personal phone number scribbled underneath it.

"Mission success."

------------ Notes from the Author --------------

I apologize for the delay on this chapter. It took me a very long time to write this one, and I admittedly didn't give it my all. I'm sort of dealing with some personal stuff at the moment, what with work and a lot of other things cropping up. Still, here it is. In it's magnificent, flawed beauty. Once more, I hope you enjoyed the read, despite the severe shortage of clop and almost too much action. Thanks to ponylover for the request!

-=EDIT=-

Ran back through this chapter to see if I named the character I had used on Octavia. I fixed a few grammatical errors, a missed quotation here, an attribution issue there... This chapter vexes me. I could have done so much better on it... Ah well.

"Just let me..."

-------------- Request Chapter: Lyra --------------

The following takes place one month after "A Night At the Symphony."

It was yet another busy night, much flirtation and suggestive looks exchanged between all parties present. Lily saw quite a few girls take their customers down one hallway or another. Each time she saw them go, holding hands, curling their fingers in a seductive beckon, Lily always wondered where they were headed... Which room would they use? What delightfully depraved acts would take place within these walls? Would it be rough? Passionate? Memorable? Forgettable? As Lily watched her friend Brenda take a customer into a nearby room, she thought of that very thing... Was Brenda going to have a good night? Bad night? Just another average night? She twirled her drink and heaved a soft sigh, turning her attention back to the task at hand.

She had been off her game, so to speak. Not that the business was suffering... Just that she didn't "Feel" it as of late... The days and nights were running together. She needed something new, something exciting... A game-changer, so to speak.

"Excuse me...?"

Something, anything... Fresh and new, exciting... Why, the last four men she had had were just nothing but your typical, average, "Hey, let's chat for a few, maybe a few kisses, down to brass tax, thanks for your payment have a nice night" sort of ordeal... It was... Tedious...

"Uuh, hello?"

Really, though! Was it too much to ask for a little variation in the mundane day-to-day? All Lily really wanted was something, not too rough or way far out there... But just something... Different... A snapping pair of fingers in front of her eyes ripped Lily from her reverie, her eyes blinking rapidly for a few moments as she realized someone had been trying to get her attention.

"Oh! I'm so sorry, I was... I was spacing. My apologies!" Lily quickly shook herself free of the dense fog that seemed to fill her senses in that moment.

"Oh thank goodness, I thought there might have been something wrong with you, or something..." The woman who had been trying to get Lily's attention laid a hand to her chest, breathing a sigh of relief. "I just saw you from across the room, oh my gosh that sounds so cliche'... But I did! I saw you, and I wanted to say hello, but when I came over you were just sort of zoned out..." Lily blinked more, focused now but more shocked. She was awfully... Chatty... Memories of a certain diva came to mind, and Lily felt herself wondering at how Rarity was doing...

"And when I got over here, I tried getting your attention politely. At first, I thought you were just ignoring me, so I thought 'hey that's kind of rude.' But you were staring down that hallway. So I thought you had seen something that had scared you, so I wanted to look but I was afraid to look, so I started trying to get you to snap out of it instead... Man, you were tough to rouse! Must have been thinkin' about something really deep, huhn? My name's Lyra, by the way. Lotsa people say I talk too much, and I always- oh wait..." Lily blinked again. She had talked the entire time without taking a breath, and now looked at Lily with a blush she would have expected on a virgin schoolgirl.

"Everything okay?" Lily asked gently, leaning in.

"Y-yeah, I just did it again..." Lyra muttered, shuffling her feet. Now that she wasn't caught up in the rushed conversation, Lily was able to get a half-decent look at the girl standing before her. Lyra was attractive, in her own right. Decent-sized bust, maybe C-cups, with a somewhat freckled complexion. This night, she was wearing what looked to be a ball gown. The dress glimmered as if it was sequined, and left her shoulders bare. She had a sort of creamy olive-toned skin, and wore her hair down her back in a rather seductive way... Lily blushed once she got a good look at her.

"Eer, did what, exactly?" Lily took a half a step forward, her brow furrowed in worry.

"I talk too much. Like, a LOT... I've actually been yelled at for it before. Not a lot of people like to hang around me because of it, so I try not to talk, but sometimes my mouth just gets away from me... Kind of like how people can't stop chewing their fingernails, you know? It's a bad habit, and one they should probably stop, but for whatever reason they just plain can't stop chewing and biting... I mean, thank goodness I don't have that habit. I'd rather be running my mouth all the time than chewing my fingernails. That'd make what I do kinda hard-" Lily had to cut in. Since the whole ordeal with Rarity in the spa, Lily had learned how to deal with fast talkers.

"What is you do, then?" The trick was to head them off, steer the conversation to something else. That usually killed their head of steam and left them hanging.

"I play the lyre for the Canterlot Symphony." She said curtly, then raised an eyebrow at Lily expectantly, as if waiting for her. Woah. Not your typical conversationalist, then... Once cut off, it kind of died there, Lily supposed... She perked up slightly at the mention of the orchestra, though.

"Oh! Do you happen to know someone named Octavia, then?" Lily asked, remembering the sultry cellist from just one month ago. Now THAT had been a night worth remembering... Probably because it took Lily back to her days with the six bearers of harmony... No customers, no payment, just pure, sweet seduction. The reaction she got from Lyra, though, was surprising.

"Oh trust me, I know Octaiva... Little shut-in is what she is..." Lyra snorted and snagged a nearby glass of wine. Lily watched her down the whole thing in one go. "I mean, you really have to pity a girl like that. She spends all of her time either locked away in her apartment, or on stage... Outside of that, that's about as good as anyone can get to know her. Sure, she shows up at a few afterparties, talks to guests, but it's all because her manager makes her. I get the feeling if Octavia had a choice, she'd be happy to just shut up and play her cello all day. Don't get me wrong, I love playing the lyre, and it's probably one of the few times I ever shut up, but I can't just... Play continuously. Ugh, even THINKING about her makes me mad!" She set the glass down with a pronounced clink and took another, swigging half the glass in one go before finally slowing down with a grimace. If Lily was correct, the vintage the bartender had chosen that night was relatively new, and as such, pretty damn bitter. That Lyra had taken that much without flinching had surprised Lily.

"Sounds like you're not very fond of her..." Lily said softly.

"No one is, to tell you the truth!" Lyra said, waving her glass sloppily. Apparently she had the stomach for the alcohol, but not the liver. Then again, Lily had no idea how much she had had already. "She has her admirers, all of them from the crowd, but behind the stage, Octavia is probably the biggest, meanest bitch there is. She's so... Cold. I've tried talking to her, then agian I haven't not tried talking to anybody, but all she did was just stare at me like I was stupid. And from what I hear, that's what she does with everybody." That wasn't the Octavia Lily remembered... Not that she had spent a lot of time with her that wonderful night, but still... The Octavia Lily remembered was kind, warm, and quiet. She had difficulty believing the cellist was THAT reserved, that she wouldn't even speak to other members of her own symphony...

"I guess I just don't know her that well. From seeing her perform, though, I thought she'd be rather vibrant and full of life. I mean, you have to admit, she's a phenomenal player." Lily smiled.

"Oh, sure, sure... She's good on stage and everything. But like I said, when she's not in the spotlight, just about as dull and lifeless as a rock. Probably the same in bed, right?" Lyra nudged Lily with her elbow, giggling as a flush began to rise to her cheeks. Oh if only you knew... Lily found herself thinking, blushing a little herself... "I suppose you could say..." Lyra tossed back the rest of her wine and smiled at Lily. "I'm interested." Now THIS was where Lily flourished. She stepped closer, smiling coyly.

"Care to move this conversation somewhere a little more private, then?" She asked, setting her own drink aside. Lyra gave a devious little grin and nodded, casting a quick glance over her shoulder. Lily looped her arm through Lyra's both of them leaving the lounge with a quick, hurried step. No one cast them a second glance. They walked through lavish hallways, the thick carpet absorbing the sound of their heels. Lily saw then Lyra's dress was cut up the side, revealing a good amount of leg. She blushed slightly, half from alcohol, half from anticipation. Dull as the past few weeks had been, Lily still felt like her libido was as high as ever... She could seduce with the best of them. Picking a personal favorite of a room, Lily slipped in and locked the door behind them, watching Lyra look around at the rich furnishings. The room was decorated in muted reds and golds, a warm fire flickering in the hearth to accentuate the warm surroundings. Getting right at home, Lyra kicked her heels off and flopped onto a long, low couch near the fire with a soft 'Oof.' Lily joined her, happy she got more than a fair eyefull of a long, full leg.

"Are we going to chat a little bit more, or do you usually just get right down to it?" Lyra asked, stretching out in a seductive pose. Even half-drunk, she knew what she was doing. Lily found herself a little hot underneath the tight collar of her own dress.

"Whatever you want, love..." Lyra pushed her leg out of the slit, exposing every inch right up to the joint of her hip. Lily could have sworn she saw just a single thread of her panties before the movement obscured it, her long, bare leg sliding up the other as she stretched out. Lily watched the whole thing with interest, heating more and more. Lyra knew how to turn a woman on...

"Like what you see?" Damnit, she even know how to read another woman... Lily was slowly losing whatever percieved advantage she thought she had. In other words, Lyra was turning Lily on more than Lily was to her. Smoothly, Lily rose to her feet. Time to change the pace, cut off her head of steam before she really got going.

"Now those..." Lily pushed the zipper down her back, her dress smoothly falling away from her curvy, full form. "Are my words..." Clad only in a pair of sheer, tiny panties, Lily smiled at Lyra's reaction. She ran a hand up her own body, from hip to breast and everywhere inbetween, watching the reaction slowly spread over Lyra's shocked face. Domination assumed once more, Lily began teasing the crotch of her panties with one hand, beckoning Lyra to her feet with the other. The woman obliged, her eyes fixated on the slowly-darkening spot on the front of Lily's panties.

"I-I... Uuh..." She couldn't tear her eyes away. So Lily did it for her. Gently lifting her chin, Lily brought Lyra's brilliant sky-blue eyes to her own.

"Do you want to touch me?" She asked softly.

"A-actually... Th-that's... All I wanna do..." Lily paused for a moment.

"Oh?" She managed, finding her own hand had paused.

"Y'see..." Lyra started, becoming more confident. She took a tentative step closer, laying her hands on Lily's slender waist. "I get off touching other people... Guy, girl, doesn't matter... I don't like licking or penetration or dildos or stuff like that, really... What I really like..." A flush rose to her cheeks. "And I mean REALLY like..." She slid her fingertips under Lily's panties, teasing her shaved pubis. "Is using my hands." Lily shivered, feeling herself gush a little more wetness... Talk about game changers...

"So," Lily breathed, feeling her skin tingle. "Let me get this right." She gently wrapped her hand around Lyra's wrist. "You want nothing more..." Gently guided the hand further into her panties. "Than to touch me?" The first bit of pressure against her nethers nearly made her cum. No way... A quick glance downwards, and indeed, Lyra's hands were glowing... She was a Magi.

"And myself, yes..." Lyra admitted, curling her finger just to push against Lily's steadily-wettening core. "Trust me. It'll be good for me. I know you and yours worry about stuff like that... I'm using magic, obviously, but wherever I touch on you, I can feel it on myself. And vice-versa. Here, test it out." Lily arched an eyebrow, but smiled when Lyra pushed the hem of her dress down, exposing her right breast. Lily hesitantly raised a hand to the other woman's flesh, cupping the soft skin of her lovely mound. Just as the first contact of her own fingers pressed into the skin, though, she felt it... There, on her own chest, was the sensation underneath her fingers. She was... Lily was... Groping herself!

"Woah..." She breathed, pulling her hand back. The blush intensified. "How does this feel with... With a guy?"

"Oh, you ought to know." Lyra teased. "Being a changeling and all... It's amazing, isn't it?" Lily managed a soft nod as Lyra's fingers began to dig around her panties a little more. "Here, this is getting in the way." Smooth as can be, Lyra fell to her knees in front of Lily, smoothly pushing her panties down. Completely freed of fabric now, Lily didn't have to worry about not receiving the magi's full attention. "And me, too..." It took a few longer moments to pull all of Lyra's dress off, but soon enough both of them were bare, standing just a step apart, taking in the sight.

"Oh wow..." Lily breathed. Lyra was actually quite beautiful... She had a full, curvy frame, perky breasts, and a neatly-trimmed triangle of a bush. The hair looked soft and straight, short enough to keep from curling, but not so short it would be prickly or rough... Lily felt like touching it so badly... As her hand reached out for the first tender caress, though, Lyra stopped her with a gentle push.

"Ah, ah, ah..." Lyra smiled at her. "Remember... I want to touch YOU... Just let me do this, okay?" Lily had to bite back her pride, and give a slight nod. Lyra was a customer, after all. She nodded her head towards the bed, and Lily couldn't help but follow along. "Sit there, on the edge... And I'll get around to what I do best." Lily obliged, sitting her rear on the thick comforter at the edge. Lyra slid up onto the bed behind her, adjusting until her long, bare legs were spread on either side of her, Lyra's chest pressed against her shoulderblades. That -truly- magical pair of hands slid around to her front, laying flat on her stomach. After the runaway-train of actions leading up to this moment, the simple teasing gesture was enough to make Lily groan dejectedly. She wanted so bad to grab Lyra's hand, drive it down south, and ride the intense pleasure until she came. Instead, like the good whore she was, Lily let her customer do as she pleased... Not like it mattered, one way or another she was going to get what she wanted... That is, if the spell worked as effectively as Lyra said it did.

Much to her surprise, though, Lily felt Lyra's hands moving to slightly less-erogenous zones across the front of her body. She pressed into such spots as her stomach, just above her belly button, each of her ribs. The gentle tingle of magic flowed through her, but it was nothing like the intense surge from earlier. Lily slowly felt her abdominal muscles relax, however, and the tension left her legs. She was quite literally melting into the skilled touch.

"What are you..."

"Relaxing you." Lyra said softly, her chin resting on Lily's shoulder. She could feel the talented woman's chest against her back, the pert breasts squishing into her flesh teasingly. "This is a different kind of magic, touching on the points within you where you bottle up stress. If I do this before, I can usually make women cum up to ten times. My record is fifteen. On men, I can average three, but have done as many as six." The mere mention of ten orgasms had Lily trembling and dripping more... Somehow, she didn't think the musician was lying.

"T-ten..." She whimpered softly.

"On average." She gulped. Hard. "Let's get started, shall we?" The pleasure in her midsection changed drastically as Lyra switched spells mid-touch, one hand rising to the underside of her pleasantly plump, jiggling breast. The other hand slid lower, caressing her smooth pubis expertly. Lily could do little else than surrender to the pleasure, arching her back slightly as the first touch pressed against her clitoris. Two slow, gentle circles later, and Lily let loose. Her first orgasm pulsed through her senses, making her body go rigid. That flexing tension didn't last long, though, as Lyra started pressing two fingers from either hand into all the same points. Lily felt herself relaxing against the sensation of the orgasms, going completely loose against the other woman.

"Aah... Fuck..." She whimpered, her thighs twitching slightly.

"And that was just the beginning. Wait until I go inside of you..."

"Please?"

"Just wait. Soon enough..." Lyra smoothly returned to the pleasurable sensation, running her fingers up and down Lily's wet gash while her other hand began rotating her nipple. Both of them immediately hardened, almost like water flash-freezing over... Instead of cold, though, it was a firey, burning hot sensation that pulsed deep into Lily's body... Her second climax came almost as soon as the first.

"Guuh!" Lily grunted, feeling herself squirt a single, thin stream of liquid.

"Squirter, eh? This is gonna be fun..." Lyra muttered, returning from relaxing her muscles straight back to rubbing and teasing. Was it just Lily, or was her breath hot and panting? Through the haze of a second orgasm, Lily felt Lyra's chest rise and fall against her back...

"P-please..." She whimpered.

"Hmm?"

"Don't... Stop..." She was not disappointed. Lyra slid her fingers up and down gently before pressing a single finger deep into her walls. The third was better, and signifigantly more wet than the last two. As in, Lily could hear the droplets of her gushing orgasm fall onto the thick carpet below. A second finger joined the first, sliding in and out twice before the fourth came out. Panting, Lily could have sworn they were only at this three minutes, and she had came four times... If the spreading pool of wetness caressing her rear was any indication, Lyra wasn't far behind... Those glowing, skilled hands returned to her twitching body, massaging the tension out.

"Easy, Lily... Too much, and you'll get burnt out. Come on, let's kiss for a while..." Lyra gently pulled her down into a gentle embrace, Lily's lips meeting Lyra's in a hungry kiss filled with desire, lust, and post-orgasm appreciation for someone so incredibly skilled. They continued as such for a while, kissing and tonguing in equal measure before Lily felt Lyra's hands travel down her body once more. Sufficiently warmed up, Lily was prepared for the shock of magic that travelled through her system.

"Oh, but here's the fun part..." Lyra panted, her hot breath caressing Lily's face. "Now you can touch me. But be careful... Pleasure form two sources at once can be a bit... Intense..." Hesitantly, Lily slid a hand into that warm space between Lyra's readily-spread thighs, probing her lover's wet crotch. That first gentle touch sent a shock through her system, and the sensation when she rubbed Lyra's clit... She couldn't hold back! A shaky breath and a hearty squirt later, Lily lay panting in a puddle of wetness... Five already...

"F-fuck..." She whimpered. Normally, this would be her limit. But Lyra's hands were slowly massaging the tension away, leaving her limber and ready for more. This woman was just plain dangerous...

"Keep going. Let's see how much you can go..." Lyra panted. While the musical magi may have been talented, Lily was experienced. Able to handle a lot more than her partner, Lily smoothly plunged one finger in. Lyra groaned and did the same, panting as both sets of fingers worked in opposite rythym to each other. While only one finger was in, it felt like two to each party. Lily grasped Lyra's breast, her palm rotating the nipple in a circle. Her own mirrored the sensation, doubling the pleasure automatically.

"Hahn!" Lyra gave in first, her walls tensing in tandem to Lily's... Dribbling more wetness onto her thigh, Lily felt the bed beneath them was almost completely soaked through now.

"We... We need to go to, like, the bathroom... Or something..." Lily gasped, shivering underneath Lyra's careful minstrations.

"Agreed... Shower?" Both women stretched as they got up, taking a moment to appraise the damage. The comforter was trashed, but the sheets appeared only moderately damp. Stripping that top layer off, they tossed the damp cover off onto the floor and padded into the bathroom. Lyra moved with a little less grace than Lily had expected... Her legs were toned and muscular, but she lacked a certain seductive sway to her hips. Lily, however, had perfected the art. She took the lead, grinning back at her partner as they entered the tiled haven. Cranking the water on hot, Lily stepped under the shower, and was immediately surprised when Lyra returned her hands to Lily's expectant flesh.

"No more games. Let's get serious about this..." Six orgasms down, they were both thoroughly warmed up and ready to do some major exploring. As it turns out, magic wasn't the only thing Lyra's fingers had going for her. She was also remarkably skilled at plain fingering... Curling and twisting those glowing digits inside of Lily's twitching hole, the seventh orgasm took a little work, but not a whole lot of time. Shivering, Lily felt her release join the cascading water, lost in the drone of the stream. Lyra pulled her fingers out, licking them gently. Lily got an idea, opened her mouth, and pushed her fingers into Lyra's lips. The taste of her partner filled her mouth, making Lily groan as Lyra sucked her magic-clad fingers free.

Just the feel of her strong tongue cleaning her fingers made Lily want more. She pushed her own back against the wall, beckoning Lyra's hands back to her crotch. This time, both women kissed as they went to work, Lily focusing on twitching Lyra's clit. This time, she was the one to bring them both to orgasm, the eighth splattering the floor in a slightly audible pattern aside from the static drone of the showerhead.

"F-fuck me..." Lyra gasped, her legs twitching. Lily watched the glow in her hands shift intensity as she started pressing her own points, restoring stamina to herself. "I... I haven't had it this good in... A long while." She panted. "Just... Just a short break, okay? I want to enjoy these next few..." Lily had to agree. The steamy shower was great, but it was beginning to feel muggy inside the steamy bathroom. They shut the water off and stood in the tub, breathing, kissing, slowly regaining composure for the next burst. Lily wondered what Lyra had planned next...

She was surprised to discover Lyra's tongue pressing to her breast. That, coupled with the three fingers spreading her apart, Lily could hardly handle the sensation. She didn't even need to use her own hands. Lyra was doing well enough on her own. The ninth and probably most intense orgasm was coupled with a wet *Schlick* as Lyra pulled out, watching Lily's twitching womanhood gush a prodigous amount of juice out into the tub. How long had they been at this? Fifteen minutes, twenty, maybe? Lily didn't know if she could handle much more... Strength was flagging, and it looked like the two-way bond was a double-edged sword... Lyra was panting and could hardly stand anymore.

"My turn." Lily switched places with Lyra, pressing her back to the wall now as Lily dove both hands down. One finger pressed to Lyra's clitoris, the other slid two fingers deep. She searched around inside, brushing over her own g-spot once or twice through the link. Lyra gasped as the rough feeling of Lily's hands curling, searching... The shock of shared pleasure told her she had found it. Like a timid child toeing the line of a very high drop into his favorite swimming hole, Lily backed away before rushing at that spot once more. With a wickedly strong cruve of her fingers, she pressed one tip into Lyra's g-spot, the other into her own. The result was a strength-sapping, firm orgasm that made both women slide to the floor of the tub in a heap of panting flesh and tangled limbs.

"Oh... M-my..."

"Fuckin'..."

"I don't think I can walk anymore..." Lyra groaned, which made Lily giggle, and Lyra giggle in return, until both women were in fits of uprarious laughter. It ended with a kiss, a smile, and a whispered invitation.

"One more?" Lily panted. Lyra looked down at her, half in disbelief, half in quiet contemplation... With a gentle nod, she finally set to it, her fingers diving into Lily's twitching hole with ease. She reversed the tables, using Lily's two-handed tactic of focusing on the clit and searching for the g-spot. Through the link, she found both points easy, working them over in smooth circles. From her position on the bathtub floor, Lily could do little else than grasp Lyra's breasts, massaging a linked pair of four nipples to rock-hardness and further.

"Oh... Oh... FUCK!" Lily gave in at last, arching up as Lyra collapsed on top of her. Shaking hard enough to emit thumping noises from the tub, Lily and Lyra tried to wrap their minds around the oozing, wet, and strength-sapping eleventh orgasm... That is, until Lily lost consciousness...

"Uuhn..." She woke what had to be just a few moments later, Lyra's form just stirring slightly atop her own. Willing herself up, Lily managed to crank the showerhead on, adjusting the water to a lukewarm setting. That magical balance between slightly cool and comfortingly warm water began to rinse away all the liquid they had spilled, whisking it down the drain as Lyra came to.

"Ffffuck me..." She groaned, rubbing her head with a bleary expression.

"Come on..." Lily moaned, giving her wet rump a teasing smack. "We just gotta dry off then we can sleep..." They stood on shaky legs, using the edge of the tub for more support than they probably should have. Lyra passed her a towel and the two of them started drying off, hardly putting much effort into it. Still dripping from their hair, the two exhausted women made their way to the bed, wobbling more than once. Lily could hardly manage to do anything more than collapse onto the cool sheets and drag herself onto one half of the bed. Lyra followed suit, both of them quickly passing out for the remainder of the night...

Lily awoke later on that morning, groaning as she held a splitting headache inbetween her hands. Lyra was standing by the bedside with a glass of water, and gently helped Lily hydrate.

"Squirters are fun and all, but man, you guys always get the worst of it the next morning. Hey, drink slower... There we go... I'll remember to go easier on you next time, but whoo baby! That was a BLAST! I gotta say, if we hadn't have been drinking, we probably could have made it to fifteen or even higher... You're REALLY good at giving what you get. Feeling any better?" The headache remained, but at least Lily could move without it feeling like digging her way from an early grave. She sat up slowly, fighting the spinning room.

"Wow, you're all sorts of fucked up, huhn? Here, relax..." Lyra pressed those magical hands against Lily's temples, and started working her magic all over. "There, there, move that over there, and clear this up... There we go!" The headache vanished quick as it seemed to have came, leaving Lily feeling surprisingly clear-headed and lucid. She took another swig of water from a second glass and swung her legs off the bed. Lyra sat next to her, smiling as she leaned in to kiss her shoulder.

"What'd you think?" She asked, her lips curling into a devious grin. Lily just gave her a patronizing chuckle.

"I don't know wether to thank you or charge extra..."

---------------- Notes from the Author ----------------

Dayum. That spell. I hope you like this chapter, Iroh.

Also: Some insight to Octavia's character. As much as I hated writing her chapter, you all took to her pretty well. Perhaps more in the future. We shall see.

I kind of feel like I'm the mule driver dangling that carrot on a stick in front of you guys.

MAYBE I'll write more Rainwater Martini

MAYBE I'll make Maggie's story

MAYBE Ajax will get HIS own story...

So on and so forth.

But hey. You love me.

Conceited?

Yeah.

Not gonna deny it.

A Night at the Club

--------------------- Request Chapter: Vinyl Scratch ---------------------

The following takes place a few weeks after "A Night at the Symphony."

Be forewarned, this chapter will contain Futanari. Or is it tranny? I don't think anyone knows the official term anymore... Fuckin'... Chick with a dick and pussy. That one. You've been warned. Also dubstep. So if you don't like it... Skip the chapter.

"Come ooonnn..." Brenda leaned against Lily as they walked, who just huffed and rolled her eyes in response.

"I don't wanna."

"But it'll be fun!"

"You said that already. Four times. And if I recall, the last time we went dancing, I got blisters. The size of quarters. I don't wanna go." Lily groaned, brushing her off.

"That's because you wore heels, silly. You don't wanna do that at a club. Comfy shoes, tight shorts, and a top. That's it. Not the type of place you go all dressed up. Trust me, it'll be fun. You won't even notice the music, it's more of a background soundtrack to the REAL reason we go."

"Pray tell, what's the REAL reason we're going, then?" Lily mocked her. She got a playful pout in return.

"It's the dancing... I swear, the dancefloor to a dubstep song is like... Like... Sex with fifty people at the same time, and each time the bass drops, it's like you're getting humped by a subwoofer." Lily laughed at the analogy, the picture of a subwoofer with a penis humping Brenda in the middle of a dancefloor too much to not laugh at. "I promise, if you don't like it, we can leave early." She nudged Lily again, who was wiping tears from her eyes.

"The last time you said we could leave early, you were too busy getting fingered in the VIP booth when I wanted to go. So I had to walk. Three miles. With blisters. Wait, why the fuck didn't I fly?" Lily groaned and broke into laughter with Brenda as they descended the steps into the lounge.

"Brenda!" Jade, a bubbly blonde-haired woman who had recently joined them, smiled up at her. "Are we still on for tonight?"

"You betchya. I was just trying to get Lily to come along as well. She doesn't wanna go." Jade pouted up at her.

"Eeehh? You don't wanna go to the club? Why not?" Lily shrugged indifferently.

"Not my scene, I guess you could say..." She muttered, getting another provoking nudge in the ribs from Brenda.

"I can promise you, Lily, you're going to enjoy it. Just give it a try."

"Seriously!" Eva, another new girl, chipped in. There seemed to be more interest in a night out, Lily at the epicenter of all the excited talk and goading.

"Come on," Brenda urged. "Girls night out. We should all go." She got nods and 'Yeah!'s of approval, everyone seemingly interested. Lily shifted into Liam, crossing her big arms defiantly.

"Well you 'girls' have fun, then." She rumbled in a deep voice. Everyone laughed as she shifted back. "I suppose... Since you're all so adamant about going... I could chaperone or something. Don't expect me to dance, I'll just keep tabs on you all, since you're all apparently going to get drunk and laid." Jade and Brenda both squealed with a sort of girlish delight as they threw their arms around Lily, tackling her to the floor in a heap of limbs, woman flesh, kisses, and cries of 'Thank you!'

In the end, there were a total of seven girls going out that night. Of the ten employees at Maggies, that was quite a bit. Maggie herself respectfully declined. The other two were out to see family. Wearing tight shorts or miniskirts and loose, cleavage-revealing tops, they all piled into two taxis, driving across town to some new club that Brenda had read a review about. That, and the renown DJ Vinyl was playing there that night. It was Saturday, everyone was out, and as they turned the block to the club, Lily groaned audibly.

"What?" Jade asked from the back seat.

"Look at the line..." They all got out, noting the line to enter the club was past the building, down the block, and curled around the corner. Even from their spot near the end of the line, Lily could hear the thrum of heavy bass and electronic music.

"Hah. Watch this, girls." Brenda led them all past the lines, the envious on-lookers, straight to the front. Spotting seven scantily-clad, ravashing women approaching, the doorman didn't even give them a second glance as he pulled the velvet rope aside and ushered them in. The music washed over them as they entered, and Lily couldn't help but marvel at the interior of the unassuming grey building. It was... Unique. Constructed in a sort of gothic visage, the main dance floor was open and ringed with massive pillars that swept up to a vaulted cieling, and supported an extra balcony of sorts. Backed up against the balcony, Lily could see two bars, and on the ground floor, there were two more. The music was heavy and repetitive, and while the dance floor held a few dancers, most of the patrons appeared to be crowded around all four bars. The floors were tiled with grey granite, but out on the dance floor were three concentric rings all looped together in an intricate and graceful pattern.

"Woah..." Eve said softly. "This place is amazing..."

"Come on! Let's get some drinks!" Brenda swept past Lily with five of the others in tow. Lily, the chaperone, was left with their purses and cell phones. Thankfully, there were quite a few empty tables and booths. Lily guessed they would be used for other functions, as right now, the main hall appeared to be dominated by a stage. A stark contrast to the sweeping, imposing architecture, colored lights and strobes flashed in patterns over the mostly-empty dancefloor, and the stage was currently empty. Depositing the bags and electronics, Lily took her seat and let the headache slowly develop. While she might have enjoyed this place if it were a classical dancehall with a string quartet playing classical standards, the thumping and thrumming music was slowly but surely becoming very repetitive and very annoying.

"Here." Brenda returned with two drinks in hand, one of them extended towards Lily. She took it and studied the neon green fluid with scrutiny.

"Is this..."

"It's good, trust me. I figured if you're going to sit through something I dragged you to, you might as well be drunk enough to not regret it." Brenda clinked her own glass against Lily's, smiling as she took a sip. Lily took one of her own, and found the sour apple flavor much to her liking. She took another, deeper sip, smacking her lips.

"Ooh... That IS good." Brenda laughed and sat next to her, smiling at the rest of the girls who were chatting excitedly.

"Look at the bright side. They're having fun. And, truth be told, we all owe you for watching us tonight. Thank you, Lily." She waved Brenda off.

"Bah, don't worry about it. I'll sit back here, drink another five of these, and enjoy watching everybody dance. You all go have fun, and I'll drag you all out to the taxis when you've had your fill of dancing and fucking." She chuckled as Brenda kissed her cheek. Good timing, too, as the stage was presently being mounted by someone Lily was honestly intrigued by. She wore dark shades and headphones, her violently bright-blue hair drawing the most attention. Shoulders and arms bare, her chest was covered with... Was that a leather corset? The red leather gleamed in the flashing lights, that soon all went dark. The music died. People moved to the dancefloor, talking in hushed tones. The only sound was the low murmur of excited talk and shuffling of feet across granite.

Lily watched as low, amber-colored lights slowly came to life behind the woman on-stage, highlighting her rather curvy upper body. Lily couldn't see her waist beneath the row of turntables and mixers in front of the DJ. Her hands were held out to her sides, palms facing up, and slowly rising... Very slowly. As her hands lifted, so did the lights, and a very faint background track... Was that... No, she leaned in closer, trying to hear the faint music. The vocal track was hauntingly familiar...

"But you didn't have to stoop so low. Havin' friends collect your records and then change your number..." No way, it was! She had been following this band for a little while now, she really liked their music. As the music grew louder, Lily found herself intrigued. She gently stood up, hesitantly walking closer to the dance floor. Hands raising with the music, the DJ's movement followed the volume. "I don't even need that, though-" It was loud now, and the DJ's hands were above her head. The lights were brighter, too... Lily's eyes were wide as she slipped into the crowd. "Now you're just somebody that I used to know..." That note faded off into nothing. There was a hushed pause, hardly a heartbeat. Then a snare. Lily saw the DJ's hand begin to glow.

The first blast of bass lifted her hair off of her shoulders. She was, quite literally, blown away. Eyes wide in disbelief at the sensation washing over her, Lily watched the lights go up, the crowd pulse and move as one, the DJ's hands glowed as she manipulated dials and sliders, pressed buttons, her hands flashing with deep, almost substantial auras of glowing blue magic. She was a REALLY powerful magi... And it must have taken a lot of power for her to be manipulating the sounds that were pulsing throughout Lily. What she had originally thought would be a night in the back corner, trying to ignore music while she watched her friends and co workers have fun had been blown into something she wasn't even expecting as the music crashed into her, carried her away on waves of throbbing bass.

The music was impossible to follow... There was no set beat, no repetetive hook... The only thing Lily could wrap her mind around was an underlying 5/8th snare and bass-pedal track... It merely laid the foundation for these incredible, epic swells in the music. The volume and tempo would slowly increase, building up the tension, slowly coming to a head, there would be a pause, and then...

"Drop it." The first words the DJ spoke that night were quickly followed by an ear-rippling, body-swaying, mind-thumping blast of pure bass that Lily sworn put the people closest to the stage on the floor. The music swept in after it, fast electronic beats that followed an intricate progression of notes, a waterfall of descending pitches that reset and followed a slightly different course. It was simple. It was addictive. It was Dubstep.

The music was just... Impossible to follow... It didn't move and flow the way an intricate symphony did, instead it tugged you along, rooted you in place while it cooked up something good, then delivered a closed-fist punch into your gut that doubled you over and left you wheezing while it screamed in your ear. And you loved it. Lily loved it. She moved, she danced, she jumped with every drop, stomped her feet, felt her chest shake with the intensity of the pounding, throbbing bass.

Two hours later, Lily was sweaty, her ears were ringing, and she was just as energized as when she had started. It was so intense. So... Passionate. Striding back towards the table at the rear, Lily downed her drink, and decided water was in order. To her surprise, there were waiters and waitresses with trays of ice water, which everyone seemed to be taking from greedily. She took two and downed one, saving the other for sipping.

"Holy SHIT!" Brenda came from nowhere, wrapped her arms around Lily's waist with a wide smile. "That was INTENSE! I think I saw you out there! Did you dance?!" She was talking loud, and still Lily had trouble hearing her.

"Fuck yeah I did!" Lily set her water down, obviously flustered. "Please tell me tonight's not over yet! I don't think I want this to end!" Her ears did, that much was certain, but the potent alcohol and euphoric feeling of the new and refreshing music made her ache for more. She looked up at the stage, where the DJ was busy flipping switches, turning dials, one hand ocasionally raising to the headphones she wore around her neck. She raised one side to her ear to listen as she turned another dial. She was... Entrancing.

"Lily, it's starting again!" Brenda hooked her arm and dragged her out onto the dance floor with a laugh and a smile. Lily was soon swept up in the emotions once more as she waited for the music to start. The lights went down once more. Lily felt her chest tighten with excitement.

"This one goes out to the sexiest, dirtiest, most beautiful woman here tonight." The DJ's voice was low and silky, like liquid silk. Lily felt shivers up her spine as she spoke. "Hit it."

Lily was blinded. Suddenly alone on the dance floor, the shuffling of feet the only sound in her ears. Was... Was everyone else moving away from her? She looked around, left, right, couldn't see anything... She swallowed and turned her attention back to the stage, where the DJ was bathing in her own spotlight. "This one's for you, babe." A single thread of magic flew through the air, wrapping around Lily. She felt the gentle caress of azure magic grip her muscles, massage the tense cords into relaxation. What's more, she felt herself... Being lifted... No dance floor underneath her feet, Lily hovered a few inches off the ground. Looking back at the DJ, Lily swallowed hard and surrendered to the magic... Surrendered to the music.

The first drop tugged her to the left. She was helpless against it, couldn't do anything to stop it, and was so entirely in love with the feeling it was almost scary. The fast beat jerked her to the right, forwards, backwards, she was a puppet for the DJ, who was conducting this symphony of bass and electronica around her with one hand, and playing her like a marionette with the other. So precise was the control of this woman's magic, she even coordinated Lily's limbs, down to her fingers. which waved in a perfect motion in time with the beat. This woman...

She wanted Lily. And Lily wanted her. She wasn't about to leave this club without taking her to bed. An hour passed, and Lily finally sagged to the floor. The DJ shot her a wink just as the crowd collapsed in on her, holding her weak muscles up, laughing and patting her back. Regular lights filled the dance hall, roadies began packing the equipment away, and the DJ Vanished.

"I'm fine, I'm fine." She shooed them off with playful slaps and a gentle push. At that moment, she wanted to get backstage. Not even caring who saw it, not caring who knew she was being beckoned to the DJ... She brushed past Brenda, who only gave her a wicked grin, and slipped behind the curtain that separated the stage from the floor.

"Hey, there she is." The DJ almost seemed to be waiting for her, in the shadows between two speaker boxes and a subwoofer. Lily didn't even think as she slipped into the shadow, wrapped her arms around her neck, pulled those luscious lips tight for a passionate, tongue-filled kiss. "Mff!" She groaned, half out of surprise, half out of the fact Lily's breasts were pressed against her own, which threatened to spill out over the top of her skimpy leather top.

"Haah..." Lily pulled away from the kiss with a breath, her chest shaking in the aftermath. Never in all her life could she recall ever being so turned on by just a simple kiss...

"Listen, I appreciate the enthusiasm, but... You gotta know somethin' about me." Grasping Lily's wrist, the DJ guided her hand against the front of her pants. In the shadows, Lily couldn't see it, but oh how she could feel it...

"Oh hon." Lily teased. "Let me show you how much of a non-issue this is..." Smooth as can be, Lily fell to her knees, helping the DJ with the intricate belt. Soon enough, the eager woman and the changeling had freed the throbbing shaft, and Lily greedily took the whole of it into her mouth. She heard the DJ give a gasp, her muscles tensing as Lily squeezed the pulsing rod with an expert touch. Her hands slid up the supple, thick thighs of the woman before her, smoothly cupping the soft pair of testicles there. As she rotated her hand around them, she felt... Wetness?

"Hmmh?" Lily looked up at the DJ with her rod still in her mouth, and smiled as her fingers probed further. Sure enough, the fleshy lips of a feminine vagina waited there, practically oozing wetness. Lily groaned and found her clit, rotating the sensitive nub in a slow circle.

"C-cumming!" Lily hardly had a moment's warning before the slit on her head started spurting and oozing thick ropes of delicious cum right into her mouth. Whimpering and moaning, Lily felt her own core gush a little, just enough to darken the crotch of her panties. She swallowed it all, not leaving a single drop behind as evidence. As soon as she was done cleaning and sucking, she stood and plastered her lips back to the DJ's with a moan and more than enough tongue.

"Fuckin' A..." Her partner gasped as Lily pulled away at last. "Let's get outta here... Name's Vinyl Scratch, by the way."

"Lily." They finally exchanged names as Lily gave her new partner a firm spank to the rear. Getting a delightfully girlish giggle in response, Lily helped her pull her pants back up as they hooked arms and made for the exit together. Pulling her shades on, the DJ and Lily slipped out of a back door and into a dimly-lit parking lot. Lily felt herself released at the passenger side of a sleek, silver car. She slipped into the unlocked door as Vinyl started the vehicle, and before anyone could spot them, roared out of the parking lot and down the street. Vinyl was driving dangerously fast, and Lily could only guess why. Maybe the massive bulge in her crotch had something to do with it. Finally coming to a halt before one of the ritzier hotels in Canterlot, Vinyl practically tossed the keys at the valet and tugged a not-too-unwilling Lily into the lobby.

"I have a reservation." She said, rather clipped, to the hostess. "Vinyl Scratch, should be under Dominion Records."

"Aah, miss Scratch... Here you are. Penthouse suite." Snatching the key cards, Vinyl barely cast a thanks back to the hostess before dragging Lily along to the nearby elevators. Lily slipped the cards from her hands as she fumbled with the scanner, smiling and kissing her as she slipped the magnetic strip through the scanner and punched the top floor's button.

"Clothes off." Vinyl panted, hardly making it inside the top-floor suite. She punched the button on the side of the elevator, locking the floor off from anywhere. If anyone walked in on them, it'd be their own fault. Not that Lily cared. She was busy stripping her top off. Vinyl Scratch was doing the same, though her own corset took some flexibility and dexterity to undo. She finally pulled the knot and loosened the leather around her torso. Her breasts almost immediately swelled over the top of the fabric, and Lily saw she was very well-endowed. Lily was done with her miniskirt before Vinyl ever started on her belt, so she decided to take it slow. She saw now the DJ wore some of those super-baggy pants with all the belts and chains criss-crossing about them. Not that it mattered, they were soon off. She wore skater's shoes, and those easily enough flew across the room as she kicked them off. Lily pulled her own socks off just as Vinyl wrapped her arms around her waist. She felt the tingle of magic lift her up off the floor, carry her into the next room.

"It's been too long..." Her partner groaned, finally settling Lily on the bed. "Too many people get grossed out or freak when they see it..." She smoothly spread Lily's legs with her own, settling inbetween them with a gentle groan. Lily smiled and cupped her cheek with a smooth touch.

"Hon, I've been there... Trust me."

"Whaddaya mean?"

"Hon, you've ever heard of Maggie's?"

"Yeah, that whorehouse with the changeling... Wait, don't tell me..." Vinyl's face screwed up as Lily grew her own manhood to match that of the DJ's, smiling deviously. "Aah fuck... I don't suppose I have to..." She swallowed softly, slightly hesitant. "Pay?" Lily smiled and rolled over, shifting to get rid of her cock, instead grasping Vinyl's and guiding it into her dripping walls. She settled her hips down with a breath.

"On the house." She moaned, flexing around Vinyl's eager, throbbing member. With a smile, the DJ raised her hands up to Lily's breasts, cupping the flesh with her dexterous fingers. She squeezed just as Lily moved up, released when she dropped her hips. Adjusted to her size and girth, Lily was done fucking around. She felt her lips curve into a smile as Vinyl looked up at her with magnificent, red, lusty eyes. Smoothly, she started bucking her hips... Harder... And harder... Faster. Hardly two minutes into it, and Lily was at the height of her performance, bucking and twisting around the slick shaft with ease.

"F-f... FUCK!" Vinyl lifted her hips, spurting wildly into Lily's pulsing center as she just kept riding. She could feel the creamy strands ooze out of her walls, sliding down to Vinyl's thighs and making a delightfully erotic wet, slapping noise each time Lily dropped her own hips. "O-okay! Okay! S-stop!" Vinyl panted, her hands falling to Lily's thighs and squeezing firmly. Lily obliged, with more than one abdominal squeeze. "I... Need a break. But... But I'm not done with you yet... Can I lick it?" Lily smiled even wider, wordless as she slid Vinyl out, crawled her way up to the DJ's hungry mouth. She dribbled white cum all the way, a fair bit of it falling out as she slipped up and over Vinyl Scratch's breasts. Her crotch was soon assaulted as Vinyl lapped at her wet, sticky lips with a surprisingly muscular tongue. She felt the pressure peel her apart, make her chest tighten as Vinyl Scratch plunged inside and scooped out pockets of her own creamy release. What's more, her hands glowed as they grasped Lily's rear, sending a tingle of expertly-aimed magic around to her front. Lily shivered as her clit was smoothly rotated by the DJ's expert touch.

"Aah..." She groaned, muscles relaxing of their own accord as she settled her hips downward. Vinyl groaned herself, smiling as her tongue slid deeper, scooping out more and more. Each strand she swallowed with an almost audible noise, her throat contracting underneath Lily's heated sex. "That feels incredible... Please, keep going... I'm... Aahn, I'm cumming!" Lily flexed and pulled up just a little, her wet lips growing that much more wet as she gushed thin streams of clear fluid onto Vinyl's face. Shaking and whimpering, Lily felt the magic continue to tingle against her clit, made her thighs shake as she released long and hard onto the woman beneath her. Face covered in cum, Vinyl Scratch moaned and licked her lips hungrily, and a quick glance behind her said the DJ was ready for more. Just as she went to mount that delightful shaft once more, Lily was stopped. Not by hands, but by magic.

"Nuh uh. Not this time." Vinyl teased, sitting up. As she did, Lily was lifted into the air. She gave a soft yelp, her body easily floating a foot above the bed. Chin dripping clear release, the DJ stood as well, her hands glowing as she spread Lily apart in midair. "It's MY turn." She turned Lily around, exposing her entire crotch, front to back, to the DJ's ministrations. Gasping slightly, Lily felt the underside of the DJ's engorged shaft drag along her rosebud before smoothly gliding in. Touched by nothing but the DJ's thick shaft, Lily couldn't help but twist and turn in the magical hold. It was to no avail. The DJ was surprisingly powerful, holding her in an iron grip as she started thrusting, rough and deep. Lily felt her breasts jump in midair, unsupported by anything but the air around her. Gasping and twitching, Lily couldn't stop the DJ as she smacked her ass with an open palm, her cock plunging deep and smooth into Lily's wet, dripping core.

"Fah! Aah, for the love of... OH fuck!" Lily spouted gibberish, unable to form a coherent thought as the pleasure ripped through her. It was intense, fast, rough... Just like the DJ's music. Magic twined all over her form, twitching her nipples, rotating her clit, massaging her stomach. She couldn't do anything against it, except writhe and scream... And oh how she screamed... Lily pierced the walls with her vocalization, each scream punctuated by another firm, flesh-numbing smack from the DJ. Suddenly, the magic left her body, including what was holding her up. She fell face-first into the sheets, soon followed by the DJ. Face buried into the covers, Lily felt two hands on her shoulders keep her down as she was penetrated again. Hard and fast still, Vinyl Scratch reamed away at her, humping and thrusting like a sweat-lathered animal. She weighed a decent spot, and no matter how Lily pushed up, she couldn't lift the DJ.

"Gonna... Cum... Again..." Vinyl panted from behind Lily, each word coming with a fast thrust. "AAHN!" Lily felt that shaft slide out, the first stream of cum landing on her ass cheek. The rest spurted out onto her lower back, and at the end, the DJ smiled as she dribbled cum onto Lily's rosebud. Panting, sweaty, abused, and loving every moment of it, Lily stretched out on her stomach underneath the DJ. Vinyl Scratch laid against Lily's back, breathing heavy as she kissed Lily's neck. That alone sent shivers down her spine, let alone the firm breasts against her shoulders, the slowly-deflating manhood pressed against her rear.

"Done?" Lily groaned, stretching her arms over her head as Vinyl's hands slid inbetween her and the sticky, damp sheets.

"Y-yeah... No more." She grinned and nipped at Lily's earlobe. "Until we wake up, anyways..." Looking out the window, Lily saw the first hint of dawn creeping at the horizon. They had fucked through the night, somehow... Had the suspension lasted that long? Shivering slightly, Lily nodded and slipped off, the rather reassuring weight of the DJ on her back the entire night.

The two awoke mid-evening, the sun sinking low and staining the horizon a golden-crimson. Lily felt Vinyl stir atop her, rousing her from a rather deep and confusing, if fun dream. The details slipped away from her tired mind, almost the same way Vinyl slipped her fingers into her from behind.

"Aah!" She moaned, flexing around the digits curling inside of her. "H-hey... Fahk, give a girl a moment to wake up, wouldya?" She moaned, not hating the sensation at all. What's more, it was punctuated by another pressure, this one against her rear.

"Do you... Do anal?" Vinyl Scratch asked softly. Lily could only whimper and nod slightly. Pulling her fingers out, Vinyl coated her rosebud with lubrication before returning the head of her morning wood to Lily's prepped asshole. Not the biggest she'd had, but still formidable, the DJ's pulsing shaft spread her apart and slid inside slowly...

"Aaaahh..." Lily gripped the sheets in her fists, moaning as she felt herself slowly fill. Sleep burning away like the fog before a rising sun, Lily couldn't help but take a mouthful of the sheets, to keep from screaming any more. She needed the assistance, too... Vinyl started slow enough but was soon pounding her ass with that thick, pulsing cock. Lily groaned and writhed, felt herself being filled and emptied in a smooth, deep fashion. The DJ surprised her by gabbing her waist, rolling over so Lily was on top of her now.

"Here comes the fun part." Hand sliding around to her front, Vinyl spread Lily's aching center apart. She watched as the other hand hovered over her crotch, glowing mysteriously. Just when she was about to ask what was about to transpire, Vinyl answered by shoving a thick shaft of pure magic into Lily's pussy.

"FFFFFFUCK!" Lily cried out, her back arching as both holes were smoothly filled. One with magic, the other with a thick cock, Lily shivered and came right away. It didn't stop, though... The DJ lifted her tired muscles with more magic, suspended her in the air above the bed. On the dance floor, last night, right now... Lily surrendered to it and let herself be swept away with the rough, fast pounding...

"There you are, Lily! Jeez, and here I thought I was gonna be the one getting home late! Fuck's sake, it's almost time to start the work week! Are you gonna be okay?" Brenda was waiting by the front door as Lily limped into Maggie's, her lips parted as she walked.

"I'm... Mmh, fine..." Lily muttered. "Just... Gonna need a bath is all." She was carrying her shoes and socks, and her top was messy around her shoulders. That, and her hair had seen better days.

"Fuckin' A, I'll say! Please tell me you charged?" Maggie interjected, smiling at Lily as the door shut behind her. Lily shook her head with a weak smile.

"Maggie... You don't charge for perfection..."

Musical Differences

----------------- Request Chapter: Octavia and Vinyl Scratch -----------------

The following takes place shortly after "A Night at the Club" and well before "Shocking Revelation."

Lily, ever since that night at the club, had been hooked. She binged on hard bass music, listening to house, drum 'n' bass, dubstep, and anything else she could get her hands on. Her eardrums were aching, and she loved every last second. Her apartment was almost constantly playing new artists, thrumming bass just loud enough she could enjoy the intense drops, but not quite enough to annoy her neighbors. At least, she hoped. Maggie, her immediate neighbor, had been casting her scowls lately. Today, she made it a point to take a break. Deciding she had to do so to the immediate extreme, she retreated to a far-off room of Maggie's and took advantage of an older record player sequestered there. With a good book and lunch on a nearby table for later, Lily lost herself in the works of Bach.

"Nice to see you taking a change of pace." Maggie slipped into the door close to lunch time, causing Lily to look up from the engrossing book. She smiled and dog-eared the page, padding over to Maggie to give her a soft hug.

"Sorry for the noise lately." Maggie grumbled and hugged her back gently.

"Just noise, is all. Though, I was about one more song away from shooting that damn subwoofer." They both chuckled and sat at the table. Lily was glad to have someone to share lunch and good music with. She and Maggie chatted absent-mindedly about nonsensical things, business and hobbies. Lily was playing her violin much more lately, despite the modern music binge. She was starting to get skilled. Tonight being a work night, though, Lily was loathe that she wouldn't get a chance to play, unless she didn't get any customers. Either way, she was looking forward to the night. The recent break had left her rather... Bored.

"Come on." Maggie hoisted her plate with a smile. "It's about time to start getting ready." Lily hadn't even noticed the clock read a steady 2:13. Blinking in disbelief at how fast the short morning had passed, she followed Maggie, using a thread of magic to pull the needle off the record. The music died with a scratch, and an assist from Maggie shut the record player off fully. They deposited their plates in the kitchen and said their goodbyes, Maggie off to her office while Lily went to get dressed. Feeling decidedly more classy than she had in the past few nights, Lily opted for a strapless, black cocktail dress that hugged her hips tight. She teased her fiery red hair to fall down her shoulders, shifting the way it framed her face.

She was a striking figure this evening. Taking a little bit extra time to apply makeup and tend to her hair, Lily didn't join the girls in the lounge until close to six. It seemed they were well underway, the first night after a break one of the busiest of the week. She was greeted with smiles and more than a few lusty looks as she descended into the social pool of conversation. Drinking cognac and champagne, Lily talked with a few young men, all of whom were eager to take her to bed. It seemed she really wouldn't get any time to play her violin that night... Just as she was about to start sealing the deal with one particularly handsome young man who had been eyeing her all night, Lily felt a gentle hand on her arm.

"Hmm?" She turned and looked down at the woman who had accosted her. The face she recognized immediately. The name came in a whisper across her lips. "Octavia."

The slight cellist smiled up at her, almost six full inches shorter than Lily in her natural form. Now HERE was a woman Lily hadn't expected to see at all... The last time Lily had had an ecounter with the sultry woman had been a rather intense experience, one she wouldn't soon forget. It wasn't even that long ago... Hardly a month, now. The passionate night, and the frightened flight from the social afterparty had been a truly exciting experience. Octavia herself had said so. She spoke now, in a rather quiet tone. Lily took a moment to notice she was wearing a dress very similar to the one she had worn the night of her performance, but this one had a soft black sheen to it, not the glittery, sequined fabric the previous night.

"May we speak privately?" She asked, very curtly, very quietly. Lily almost had to ask her to speak up, but a quick glance towards the hallway betrayed Octavia's request sooner than anything else. With a smile and a nod, Lily opened an arm. She cast an apologetic glance back towards the man who was now reluctantly watching her leave. She nabbed Brenda on her way past, who was boredly staring at her drink. A brief, whispered conversation, and Lily had all but ensured the man wouldn't be disappointed. She and Octavia made their way down the hall, and when the cellist seemed content to speak, Lily instead shook her head and guided the woman into a nearby room.

"Oh. Well..." She almost protested, but with a slight blush to her pixie-like features, she slipped in ahead of Lily. Door shut behind them, she seemed to bolster just a little. "You probably get this all the time, but... I'm looking for someone named Lily, I hear tell she's a changeling?" Lily just smiled and opened her arms wider.

"Yours truly." She said softly. Octavia blinked, most likely grateful for the happenstance, before giving a soft smile and dipping her head in.

"Lucky me, I suppose. Well, yet again, you probably get this all the time as well... I'm looking for a man. So help me, though, no one I know has ever seen him before. Maggie's has a reputation, so you won't be surprised to hear he and I had a... Well, a romantic encounter. It's so vexing, though, I can't find a name, a face, a photo... Anything." Octavia spoke very gracefully, and Lily found herself following the thin line of Octavia's lips as she continued. "Well, he was... Ahem. Very good at what he did, and I was hoping I might... Be able... To give you a description, perhaps?" Lily had caught on long ago. Time to let the cat out of the bag. Smooth as can be, Lily shifted into the man she had used that night a few short weeks ago, full head of dark hair and toned frame. Octavia was stunned.

"How did you-" Cutting her off, Lily smoothly pulled Octavia's business card from the wallet that had come with the man. She realized she hadn't even named him.

"You see," Lily said, handing the familiar card to the stunned symphony cellist. "That was me, the one who saved you from the senator, who tended your foot. How has it healed, by the way?" Lily watched Octavia look between the card with her own personal number and Lily's own shifted, smiling face. She stuttered a few times before answering.

"Uuh, f-fine. How... What... How can this be?" Lily sighed and padded over to the fireplace, starting a fire with the aid of a gas floe and a single match. The ready-made logs sprung to light quickly, casting a warm, flickering glow into the otherwise darkened room. Octavia, stunned, had slumped into an armchair nearby. Lily took a seat opposite her on the couch as she started explaining.

"Maggie's had played host to the composer for your symphony. Oh, don't give me that look, he was a perfect gentleman. Anyways, he wanted to show his appreciation, and invited all of us to the symphony for the night. Naturally, we accepted. I wasn't expecting you, though..." Lily smiled, draping one arm over the back of the couch as she smiled at the confused woman opposite. "As soon as you mounted the stage, my breath was taken away. I must say, you played an absolutely masterful rendition of Bach's cello suite number one. I was moved."

"That still doesn't..." Lily rose a hand.

"It's in Changeling nature to seek suitable targets to feed upon. Particularly one such as myself. Don't fret, I didn't touch you in that way. Tempting as it was. Anyways, I shifted into what I thought would be the ideal form to... Well, for lack of a better word, seduce you." Octavia blushed, but remained quiet. She didn't appear to be angry, and for that, Lily was very thankful. "I found the location of the afterparty with relative ease, and I'm very glad that I did. You know the story as well as I from then out." She waved a hand to finish the story, smiling at the woman opposite. There was a long pause.

"You were very good." Octavia muttered softly, at long last. Lily was mildly shocked, but mostly just flattered. She had hoped the encore hadn't left the cellist too tired. It seemed as if she could handle herself. "I suppose I forgive you... Not that there really was anything to forgive... But, how many times have you done this, with others?" Lily tapped a finger against her lip in thought.

"At least eight, though I suppose the last could have been on accident... And the six prior to you, well... I wasn't who I am now, we can say that much." Lily sighed in rememberance of the days before Maggie's, when she had been an entirely different person. When she had still been a changeling...

"Was it... Was it good?" Octavia shocked her yet again with another question. Lily blinked several times before answering.

"Incredibly so. In fact, I was planning on putting good use to that card in another week or so..." She smiled. "Glad to see I don't have to. But, alas, this isn't about me, this is about you. You came here for a reason, now what may I help you with?" Octavia swallowed and seemed to shake the slightly frightened, or perhaps maybe shocked, expression from her face.

"Right... Well, originally I had come in search of that man... I'm glad I've found him. But, there's been something else bugging me... It's this... This Dee Jay." Lily blinked. Almost automatically, an image of Vinyl Scratch came to her mind.

"What of her?" Octavia's face was turned down in an angry frown just then.

"Long story short, she's running me in circles. Beureaucratic circles of red tape and courts. She used a recording of an original work of mine in one of her own songs, completely without my permission, and with no reference at all. I tried pressing charges for theft of intellectual property, piracy, anything to stop her."

"No luck?"

"None. Dominion Records have very good lawyers." Octavia sighed, her chest rising and falling visibly. "I see her now and then, in the court. She denies stealing the recording, says she found it on an open-source site, which I can gaurantee none exist with any of my work on them... It's just a long, drawn-out process. At this point, I'd be just as happy to let it all go, but she wants to turn it around on me and... Ugh." She was clearly flustered. Lily leaned across the small space between them, scooping the slender, delicate hand into her own.

"Relax. Tell me what's bothering you." She said softly. Whores had many roles to play... Sometimes, counselor was one of them.

"I'm stressed. I can't play properly, and I find myself getting angry at the smallest mistakes. Like I get angry at her. So I came, hoping I could find my man, or at least someone who could imitate him, and blow off some steam... So to speak." Octavia's keen, grey eyes met Lily's then, and she almost lost her train of thought. Octiava seemed a little flustered, though she carried it with poise and grace. Lily wondered if it was habit for her by now.

"Well, you've come to the right place." Lily said softly, smiling. "I can most certainly help on all fronts-"

"I want something else now, though..." Octavia said softly. "You're going to think this is utterly wrong and completely inhumane of me, but..." She gnawed her lip, looking Lily up and down slowly. "I want HER."

That most certainly put Lily on the defensive. She blinked three whole times. It wasn't the place of a whore to ask questions, it really wasn't, but Lily couldn't let this one go.

"Wh... Why?" Octavia didn't think of wether it was her place to ask or not, just launched right into her explanation.

"I seldom see her, but when I do, she's friendly. Despite how she's got me over a barrel, she's always got a smile and a firm handshake. It's... Disarming. Haunting." She dropped her voice to just above a whisper. "Entrancing..." The word sent shivers up Lily's spine. She cleared her throat, urging Octavia on. She flushed slightly and kept talking. "I just... I want to stick it to her... I really want to get my satisfaction from the one who's caused all this stress... Does that sound so wrong?" Lily had to shake her head at the cellist.

"Logical, if anything..." Smooth as could be, Lily shifted into her best impression of Vinyl Scratch, down to the baggy, chained pants and the clingy bodice she had seen the DJ in hardly seven days prior. Octavia brightened as the visage of her stressor filled the space opposite her now.

"Oh good!" She said, smiling slightly. "You know whom I speak of."

"For what it's worth, I've done much the same to her that I did to you." Lily chuckled, using the DJ's slightly raspy, very sexy voice. The memory of the DJ's technique made Lily heat. She felt both parts of her sex begin to react appropriately. Squirming her hips, Lily felt the need to re-adjust. Octavia was obviously excited by the prospect, though she hid it well. Lily could hardly sense anything from her, just a telltale flush to her neck, the way her eyes would flicker down now and then.

"That's good, I suppose..." Octavia said after a few moments. "You seemed to have gotten her down rather... Accurately..." Lily chuckled.

"I pride myself on that."

"Erm, is this okay?" Octavia asked, her cheeks flushing more now. Lily could tell she was very excited by the prospect of what her request would mean for them both. She would get to stick it to the cause of her stress, or have it stuck to her.

"More than okay. Trust me, Octavia, I've done worse." Lily teased with a smile, standing up with Octavia's hand in her own. The cellist followed, almost on-level with the DJ. Lily felt comfortable in this form, the stocky frame feeling muscular and very sexy. Gently, Lily pulled Octavia against her well-endowed chest, feeling the smaller woman tuck against her almost perfectly. Their lips met smoothly, Octavia giving a soft whimper as her problem was finally being addressed. The kiss was heated, passionate, and smooth... It made Lily want more. She had to take more. Her hands slid to Octavia's back, searching for the deceptively small zipper that would undo the elegant dress her charge was wearing. With a soft whimper, she found it, groaning as her fingers drew it down smoothly.

"Hey now." Octavia surprised her by pushing away, though the fabric was markedly more loose around her shoulders. "Not so fast. This is supposed to be for me." She stepped closer, pushing Lily's hands down to her sides. "For my revenge... Let's get you bare." Her own slender fingers left Lily's at the entrance to her pockets, sliding up to the lacing on the ribcage of the tight bodice. Lily was amazed as Octavia's dexterous, practiced fingers found the knot and threw it with ease, loosing the fabric. Her large, bouncy breasts almost spilled over the edge of the revealing fabric. Octavia expertly began threading the lace back through the eyelets, loosening the skimpy garment more and more. Lily's own breath wasn't helping the plight of keeping her breasts covered.

It happened in a moment Lily couldn't pick out. The first peek of her already-erect nipple over the edge of the leather was what Lily had hoped would happen at the right moment. The first peek, though, came when Octavia struggled with a very tight pattern. A slight jiggle, and there it was. Right in front of Octavia's lust-lowered eyelids. Rather than focus on the task at hand, Octavia unceremoniously pulled the chest of the garment away, making Lily gasp slightly. Her breasts bounced firmly at the sudden motion, her chest rising and falling faster as her shapely rack was at long last exposed. Octavia, though, hardly wasted a moment...

"Haah..." Her hot breath was only a slight indication of how much she wanted it. Lily whimpered slightly as the first wave of pleasure came from the soft breath, making her shiver a little. Still halfway clad, Lily finished with unlacing the admittedly slutty piece of clothing while Octavia, unable to resist, set her lips to the soft, jiggling flesh before her. Lily groaned, tossing her chestpiece unceremoniously aside as Octavia eagerly began sucking and licking. Her tongue, small as it was, was incredibly accurate. She seemed to flick every little bump on Lily's areola, circling the rock-hard nipple. Her delicate hands rose to the other breast, both of them gripping the soft flesh and massaging it eagerly. Pleasure raced down Lily's stomach, culminating in her aching shaft, her moist womanhood... This was going to be fun...

"Hmm... Good... Let's see everything else..." Octavia smoothly pulled the tongue of the DJ's belt free, unbuckling it with ease and working on the button to the baggy, chained pants. They jingled slightly as she loosened the waistline, and the baggy material smoothly fell to the floor. "Oh? Boxers? I never would have guessed you were- AAH!" Octavia stepped back so fast she actually bumped into the armchair, skidding it back a few inches.

"What?" Lily asked, raising her hands. She almost stepped after Octavia, but the fabric around her ankles would have been problematic.

"Th-that! What is that?! Are you wearing a strapon under there?!" Lily glanced down at the obvious bulge in the front of her boxers, clearly out of place on a normal woman. She grinned sheepishly, realizing suddenly.

"You didn't know Vinyl Scratch was a hermaphrodite, did you?"

"Eew! N-no!" She was still shocked, her eyes wide as she looked between Vinyl Scratch's face and the bulge in her boy underwear.

"Well she is."

"And you, is it... UGH! No, I'm sorry, but... Could you please... Get rid of it?" Octavia was wide-eyed in what Lily could only guess was horror. She prayed the mood wasn't wasted, and quickly shifted herself free of the nuisance. Her boxers sagged around her waist, lacking a little more support than they needed. The edge of her shaved, phallus-free pubus peeked free. Octavia gave a heavy breath, laying her hand on her chest with relief.

"Thank you, that was... Ugh. No."

"No, no..." Lily said softly, waving her hands. "Shoulda warned ya. Of course you wouldn't know something like that. If you want to stop, I understand..."

"N-no... Too stressed now, I really need to blow off the... Ah, aforementioned steam..." Hands shaking only slightly, Octavia returned them to Lily's skin, caressing her wide hips and flat stomach, the skin smooth and soft underneath her touch. She breathed out audibly as she stepped closer, almost as if she was glad the diversion was gone. Lily couldn't help but smile as her fingertips teased the loose edge of her boxers. Soon enough, those too were on the ground. Lily stepped out of them, lifting one foot to kick them aside. The doppleganger DJ was now completely naked, from bare feet up to her discarded goggles. Her bright, magenta eyes flashed as Octavia looked up into them.

"Hmm... Aah!" Octavia's dexterous fingers slid lower along Lily's front, the soft pressure just barely tweaking her hooded clitoris to the side. Very nearly dripping, Lily could feel her own desire building slowly. She was really enjoying this... Octavia spread her apart, slowly pushing a single finger inside of her... Lily tensed at the sensation, rising up onto her tiptoes as the pleasure washed through her. She flexed abdominal muscles, squeezing Octavia's finger firmly.

"Bed?" The cellist asked, her finger pausing it's ministrations inside the wet walls. Lily could only manage a nod. They both padded across the thick carpet to the bed, but Lily was left alone to stretch out as Octavia began stripping at the edge. Lily watched, legs spread, one hand gently rotating her clitoris to keep the pleasure alive. Octavia was obviously aroused at the sight, if the dark stain on the crotch of her panties was anything to indicate... She slid out of them with ease, now completely bare at the bedside. Lily continued playing with herself, gnawing her lower lip as she watched Octavia gently, smoothly stretch out between her legs. Her hand was gently pulled away as Octavia leaned in, her hot breath washing over the thick, curvy thighs.

"AAH!" Lily gasped as Octavia wasted no time getting to it. It wasn't rough, just sudden... She felt Octavia's tongue tease her entrance with a bit of pressure before quickly sliding up, flicking her swollen clitoris, and sending a soft fleck of wetness against Lily's twitching, wide stomach. Vinyl Scratch was a sturdy woman, but most definitely feminine... Large breasts, flared hips, curvy thighs, and well-defined calves made for a thick, curvy, and entrancing woman... Octavia, on the other hand, was slender and delicate... Certainly assertive, though... She pushed two fingers into the wet slit before her, gliding deep with ease. Lily arched her back, low, raspy voice raised in a pleasured gasp as she explored. The flicking against her clit didn't stop, though... She whimpered and squirmed her hips, smoothly approaching an inevitable orgasm.

"Hmm..." Octavia graoned, sucking Lily's clit into her mouth eagerly. Lily gripped the sheets firmly as her orgasm soon came upon her. Flexing hard around the invading digits, Lily felt wetness slide out. Not a gushing orgasm, but she was most definitely wet... The pleasure radiated through her entire body, danced over her twitching stomach and heaving breasts, centered in her temples. She gasped and groaned, twisting the sheets into odd patterns as the pleasure swept her away. Octavia pulled away, her fingers smoothly rubbing the fleshy, wet lips as Lily ever so slowly came down from her orgasm.

"Wow..." She panted, smiling down at Octavia's face. The cellist was probably smiling wider than she had in her entire life. She leaned forward and pressed a kiss to Lily's twitching stomach, leaving a shining bit of wetness behind before she sat up fully. Unless Lily was mistaken, her other hand was glistening, as well... The sultry woman had probably been pleasuring herself the entire time. Lily was surprisingly okay with this.

"C'mere." Lily beckoned, her full lips spread in a devious, suggestive smile. Octavia obliged wordlessly, stretching out atop Vinyl's pleasured form. They kissed smoothly, the taste of her own erotic juices filling Lily's mouth. With a low moan, she rolled over on top of Octavia, stretching the slender woman out with a genlte touch. Octavia surrendered with a breath, and Lily made sure to prop herself on her elbows, to avoid flattening the slender, sultry cellist. They kept kissing for a few moments, but a firm touch on her shoulders urged Lily's lips away.

"My turn." Octavia muttered softly, firmly pushing Lily down, down, past her flat stomach, over her prominent hips, and inbetween her spread legs. The smell of her arousal was very slight, and hardly overpowering. She smelled musky, and very, very delicious. Indeed, the first lapping touch of her flat, muscular tongue was enough to convice Lily that Octavia was worth every moment her tongue spent in contact with the cellist's center. After a brief pause, letting her hot breath wash over all of Octavia's crotch, Lily set in on earnest.

"HNN!" Octavia responded in kind, her back arching and her hips flaring outwards. Lily fired right back, flicking her clit rapidly with the tip of her tongue for a few moments before smoothly pushing her tongue deep into her pulsing, slick walls. "Oooohhhhhhh myyy..." Octavia groaned low and long, relaxing under Lily's touch. She made a point to slide her hands up to Octavia's stomach, massaging the convulsing muscles to keep her relaxed while her tongue worked deeper into the wet, slick pussy that was just begging for release. Octavia whimpered thinly at the conflicting feeling, wanting to tense and buck her hips, but her muscles were relaxed by the firm touch. She resigned herself to stroking the DJ's violently blue hair, pulling the long locks away from her face so she could better pay attention to the shaved, dripping slit before her.

"OH!" Octavia gasped out loud as Lily explored one particular area inside of her. Grinning with a hot breath, Lily returned the tip of her tongue to the area once more, making Octavia's chest jump with the sudden emotion. "I'm gonna-!" She was cut off by her own orgasm. Lily groaned in satisfaction as the muscles clamped around her tongue, twisting the muscular appendage in such a fashion she could only wonder what could be running through the cellist's consciousness at that moment. Whatever it was, it was pure. She was convulsing almost violently atop the sheets, her hands repeatedly stroking the blue head of hair as she came long and hard.

"That good?" Lily asked, licking her lips as she grinned up at the pleasured woman.

"V-very... OOH! Easy..." Lily rubbed her wet lips with a hand, getting a feel for just how wet she was. "That feels really good..." Lily used her bigger fingers to her advantage, massaging Octavia's wet core in slow, firm circles. Not going inside, not focusing on her clitoris, just... Rubbing her... She seemed to be enjoying it. Relaxing into the sheets, Octavia laid a hand across her stomach and closed her eyes. "I feel so much better... And that feels divine... Let me rub you, too..." Octavia raised one hand, beckoning Lily forward. She smiled and obligingly moved her wide hips off to the side, enough that Octavia could reach the wet hole inbetween her legs. As the cellist started rubbing her own tender lips, she increased the pace and strength of her own.

"Haaahh..." Lily groaned, feeling Octavia expertly locate her clit. The first jump of pleasure awakened her desire easily, and she pressed a wet kiss to Octavia's stomach while she rubbed just a little faster. She felt her stomach shake as Octavia rubbed her clit in fast circles, her breasts jiggling just a little with her sporadic breathing. "Ahn!" A low, throaty groan betrayed how much Lily was enjoying this... Octavia's other hand, meanwhile, had grasped her shapely rear, massaging the soft flesh smoothly. It felt so... GOOD.

"Close..." Octavia whimpered. Lily only then realized her finger had slid inside of Octavia, that it was curling back and forth in search of her g-spot once more. She found it at the same time her own orgasm pulsed through her, seizing her senses and taking her away on a wave of pleasure. Her arms shook with the effort of keeping herself up. Indeed, she couldn't. In the end, she fell forward onto her face, thankful the soft comforter cushioned her blow. She gave a soft grunt, feeling the coordination gone from her muscles...

"Uuhn..." She groaned absently, eyes closed. Octavia, at her side, breathed fast and deep, coping with her own orgasm. After a few long minutes, their breathing returned to normal. Octavia was the first to talk, her tone thin and weak.

"That'll teach you to steal my music." She teased, adjusting so she could nuzzle into Lily's side. Chuckling, the shifted changeling looped an arm around Octavia's waist, pulling the slender woman closer for a warm embrace. Octavia gave a soft sigh of fulfillment, her eyes closing as she curled against Vinyl Scratch's larger form easily. Stroking her long, raven hair, Lily was content to slip off. She had just seen a side of Octavia she would be willing to guess next to no one had ever seen before... Wondering what new and interesting development this could mean, Lily slipped off to sleep, holding a slumbering Octavia against her the entire night.

"Are you sure?" Octavia asked, cocking an eyebrow.

"Of course." Lily reasurred her. Both women, back in original forms and clothing, were at the front door the morning after.

"Any time? No appointment necessary?"

"Well, if you want to make sure you get me specifically, you should probably call and let me know you're headed over before the fact. No promising I won't be with another client. But you don't need to set it up weeks in advance." Octavia frowned as she absently scratched her arm.

"I don't want to impose..."

"Hon, business is business. And we both know you won't be getting your fill of that woman from the source." She chuckled softly. "I won't charge extra. Not unless you have any other stipulations."

"Oh no. Not at all. Last night was actually... Pretty damn perfect." She flushed at the slip of decorum. Lily just shrugged. "If we could do that again, I'd gladly pay even more than you're asking."

"Well you don't need to." Octavia smiled at the reassurance, offering Lily her hand. Lily brushed it aside and wrapped her arms around the slender girl, pulling her into a gentle hug.

"Thank you, Lily. It means much to me to have this... The next court date is day after tomorrow. Might I be able to come visit you the day after that?" Lily pulled away from the hug with a grin, and a serreptitious pinch to the shapely rear of the cellist. She got a yelp and a blush in return.

"I'll make sure to burn the bra that evening." Octavia smiled and kissed Lily's cheek before turning and slipping out of the front door. Lily leaned against the frame and watched her walk away. Her eyes followed the graceful sway of her hips, and Lily couldn't help but feel a grin spread across her lips.

"What a shame," She said to no one in particular. "I'd have killed to try out Vinyl's other part."

"I think that can be arranged!" From nowhere, Lily was assulted by what she could only describe as a ball of pink, girlish fluff.

"What the- OOF!" Falling backwards through the door, Lily fought off the heavy form that had just tackled her. Whatever it was, it had been airborne, and it was now writhing playfully atop her. "Who the hell-?!"

"It's me, silly!" Lily's eyes snapped open as the face of none other than the bubbly, energetic Pinkie Pie popped into her vision.

"P-pinkie?!" Lily gasped, struggling to relieve some of the weight from her diaphragm.

"Plus one!" Glancing at the door, Lily saw the other form that had been with her. Leaning against the frame cooly, sporting shades and bloodshot eyes, the third member of the ragtag group grinned down at the two.

"V-VINYL?!"

-------------- Notes from the Author --------------

I KNOW I left it wide open. If you'd all read my blog, you'd see I've got a Pinkie/Vinyl/Lily chapter lined up. This will be the prequel for that. It's a ways down the road, so while you'll have to wait, you all know it's worth it :3

I started this chapter rather reluctantly. For one reason or another, I always seem to have trouble writing Octavia chapters... This time, though, it kind of clicked. Not as good as it could have been, but markedly better than the last. I enjoyed it. Any time you get a boner writing your own work, means you're doing it right, I guess? XD

Second chapter in two nights, and this one happened with no shortage of procrastination, either. I guess I'm just getting comfortable writing quickly and at length. While this may sacrifice quality, I'd like to fool myself into thinking it makes up for it in both quanitity and erotic-ness. A decidedly longer clop portion with Octavia with some decent build-up, I hope you enjoyed reading this as much as I did writing it. Thanks again to all my *cough* LOYAL *cough* fans and their support. I love you all.

More to come in the future.

Shocking Revelation

-------------------- Request Chapter: Just read, you guys. It's good --------------------

The following takes place at an indeterminate point in time after the chapter "An Unusual Request."

Lily smiled up at Maggie as the woman padded into the lounge, where she and three other girls were sitting, chatting, reading, generally just enjoying their day off. In Maggie's hands was a sheaf of papers and envelopes, and she furrowed through them in front of the gathered girls.

"Lessee... Brenda, Brenda, Lily, here, this one's for you." She started handing all the mail out one by one to their recipients, moving through the gathered girls until they were all passed out. Lily seldom received mail that wasn't professional or junk, so she was intrigued by the simple white envelope. Her name, address, and the return address were all hand-written.

"Thank you, Maggie." She gave the manager a soft kiss on the cheek before padding up to her room. Whatever it was, it was more than likely meant to be opened in private. Shutting herself in, she slid a finger under the edge and tore open the envelope, revealing a surprisingly lacy card inside. Pure white with a dark blue, handwritten text, the card was trimmed in lace and even smelled faintly of lilac. Lily sniffed the scented ink before reading.

Dear friend,

You have been cordially invited to the wedding of Rarity and Nathaniel on Saturday, June 25th. The couple will be wed at sunset, with the reception to follow. You are welcome to bring one (1) guest. If you will be attending, please RSVP with...

The invitation went on as such, Lily skimmed through the details and made a note to call. So Rarity was getting married... Smiling, she turned the card over, noticed what appeared to be a personal note written on the back. She furrowed her brow and read on.

Lily,

I understand we haven't had much of a chance to chat since... Well, you know. Applejack may still be angry with you, but I see no reason to be mad. Please, if you would, come a little earlier? I would like to speak with you privately, just to bury the hatchet (So to speak) and make amends.

Yours,

Rarity

Lily flipped the card over several times, re-reading the personal note just to make sure. Yup, Rarity wanted to rekindle a friendship. Though news of Applejack's anger wasn't entirely shocking, she was surprised Rarity would ever want to speak with her again. Maybe she needed to re-evaluate her standing with all six of the wielders of harmony... She dialed the number from the card and let her mind wander as she listened to the ringing. A voicemail picked up.

"You've reached the Carousel Botique outside of normal business hours. However, if you are calling to RSVP for the wedding, please leave a message with your name, number of guests attending, and whose side you will be attending on, as well as a number I may reach you at. I will return your call as soon as possible. Thank you, and have a wonderful day!" Rarity's cheery voice made Lily smile. She started speaking as the tone sounded.

"Hello Rarity, it's Lily. I just recieved your letter, and I would love to RSVP for the wedding. I will not be bringing any guests, and I'd assume I'd be on your side, as I don't know who Nathaniel is just yet... You can reach me at-"

"Darling!" She was cut off as Rarity answered the phone. "So sorry I missed your call, I was busy looking over a catalogue in the other room. So good to hear from you again! I heard the first part of your message, tell me, can you make it a day or so early?" Lily glanced at the calendar hanging on the wall nearby. As usual, her schedule was completely open.

"I should think so. That's the thing about this business... You never really have to worry about taking a few days off. In the end, it's your call if you don't want to work for your food." Rarity was silent for a few moments...

"If you have to work, I understand..."

"No, no! Trust me, Rarity, the business is doing well." Lily chuckled. "Well enough I can take a week or so off without having to worry in the slightest. I can be there any time you'd like."

"Oh! Well then, not a problem. If you think you can make it around noon the day before, I'd be much obliged. You can stay in the guest room, if you don't mind family coming and going now and then."

"I wouldn't want to intrude. And besides, Maggie still owns the apartments down the street a ways. Granted, she has a different manager, but I think I can borrow an open room for a few nights, with her permission. I very well may take you up on the offer, though..." They set about chatting about nonsensical things, and Lily felt herself begin to bubble with a strange sort of girlish delight. Rarity's mood was infectious, rubbing off on Lily as they made smalltalk. It didn't last terribly long, as Rarity did have a wedding to plan. Bidding one another farewell, Lily hung up and marked the date on her calendar. Whispers of the wedding managed to get out one way or another, and the whole business was abuzz with women giggling in the halls, talking about dresses and ettiquette. Lily thought she heard Maggie mutter something about cursing the day a whore got excited for a wedding. Lily nudged her ribs playfully and smiled at the look she got.

"Oh, relax..." Lily said as the date slowly approached. More than once she had had to talk herself out of a corner, respectfully saying the ceremony was going to be small and intimate and she had already RSVP'd with no guests. Some shrugged it off, others whined and begged, and others still shot her mean looks. She didn't think anything of it. "Give it a week after the wedding. They'll go back to their usual, angry, sultry selves." Maggie grumbled again and gave Lily a teasing spank as she went off to her room to pack.

The train ride to Ponyville was uneventful and boring, though when she arrived, she was greeted by a bubbly Rarity waiting on the platform. Wheeling her suitcase, Lily was assaulted by a warm hug. Rarity laughed in her ear and kissed her cheek as Lily tentatively returned the rather friendly hug.

"So glad you could make it, darling! Tell me, wasn't that trainride just AWFUL?" Rarity wasn't as bad as she had been in the spa that fateful day long, long ago... But she most certainly was still chatty. Before dropping her off at her borrowed apartment, she and Rarity stopped for dinner at a cafe, talking about the wedding and all that had happened.

"So who IS this Nathaniel?" Lily finally managed to ask, leaning over the table expectantly.

"Oh, you would not believe it!" Rarity began, obviously rather smitten with the man. Why else would she choose to marry him so soon? "He prefers Nathan, we just put Nathaniel on the invitations for, you know, traditional reasons. But one day, he just waltzes into the boutique, and begins criticizing my clothes!" Lily blinked. Rarity's work was masterful, how anyone would ever be able to nitpick on even the finest detail was beyond her. "Calling my fashion dull and drab, reminding me how a cross-stitch would have worked better than the one I had used, you get my point. I've had my fair share of snobbish customers, all with one thing or another to say, but... Well, to be frank, I just couldn't take some know-it-all from the street treating me so roughly!" The memory was making Rarity flustered, and she took a long swig of water to cool down.

"I finally confronted him, and just as I was about to give him a piece of my mind, he smiled and said to me: 'Yet with all these things, you are still the best dressmaker I've ever seen. Better even than the high-end tailors of Canterlot.' Then he asked me for a job! A JOB!" Rarity slapped a hand on the table, making Lily jump slightly. "Needless to say, I was so flustered at this point, I almost turned him away. But he spied a dress I was in the middle of patching up, and asked if he could try his hand at it. I'll say he wasn't the absolute best with a needle, but the job was neat and the repair was satisfactory. Not to mention he was deviously handsome. I told him to come back the next day, but the poor fellow told me he didn't have a place to stay. Well, you know me, I can't turn away talent with no place to stay. I offered him the guest room and the next day he started work." It all sounded rather fishy to Lily, but only because she had been in the same position with Maggie as Nathan had apparently been with Rarity.

"He fit in really well. He could sell a dress as well as myself, and he was rapidly improving with his needlework. I let him handle repairs and touch-ups while I could focus on making new dresses and styles." Rarity continued. "Late nights and take-out food led to one thing or another, and, well..." She flourished her left hand, displaying the elegant ring. The woven metal hugged her digit well, and was set with three small diamonds.

"How in the world could he afford that?" Lily wondered, taking Rarity's hand so she could scrutinize it closely.

"Oh, a lady never asks and a gentleman never tells." Rarity bubbled, giggling happily.

"I have to say, Rarity, I'm glad you found someone. And as for the whole business with me long ag-"

"Water under the bridge, darling. Don't even worry yourself about it. I'm over it if you are." Rarity smiled at Lily, who couldn't help but return the kind gesture. When the check came, Rarity reached for it, but Lily snatched it away. "Hey!" Rarity began to protest, but Lily stopped her with a single raised finger.

"It's the least I can do, Rarity. You've been awfully kind to me, even though I most likely don't deserve it. At least allow me to pay for dinner. Besides, you probably need to save every dollar for wedding expenses. I have to imagine making your own dress is saving some cost, but the venue and reception? No, you save your money." She smiled and slipped the payment with a healthy tip across the table, the two of them enjoying a little more conversation before standing and leaving.

"Would you like to meet Nathan? He said he was going to be busy meeting the planner for some last-minute touch-ups, but I would imagine he'd be close to finished by now." Lily smiled.

"That'd be lovely." They slipped into Rarity's car and pulled away, driving just the short distance to Rarity's boutique. When they got out, it looked like the planner was just leaving. Lily saw her speaking with someone in the doorway, though she couldn't see the other party. The planner gave Rarity a brief hug and chatted about some meaningless detail with a table arrangement or something. Rarity picked a white confectionary to be handed out to each guest before finally dipping inside.

"There she is, my beautiful bride." Lily stopped dead. Nathan, a tall, average man with a handsome face wrapped his arms around Rarity, kissing his giggling fiance' on the neck. His hair swept back off his forehead, the dark brown accentuating his similarly-colored eyes well. But it wasn't his appearance that startled her. No... Lily was much more worried about the dark aura emanating from this man. Rarity was a magi... How come she couldn't feel it? Nathan looked at Lily over Rarity's shoulder, and the quick flash of recognition across his chiseled features was enough to tell Lily he realized the same thing. She suppressed a shiver.

"How did the meeting go?" Rarity asked. Nathan made a show of sighing heavily, and the serreptitious glance cast her way told her he was bluffing.

"Exhausting... I swear, if you put up with people like her on a normal basis for your dresses, I'm going to have to quit." Rarity gave a soft laugh and kissed him again. "Darling, would you mind making some tea?" Rarity bounced off happily, leaving Lily and "Nathan" alone.

"Shift." Lily said darkly.

"You first."

"This is my natural form." Lily waved a hand over her body. It would have shocked Rarity, but to Lily, the sight of seeing another changeling shift before her was both natural, and served as a painful reminder of the recent past. "Explain yourself." Lily appraised the plucky young woman that now stood before her. Still wearing the dark slacks and button-down dress shirt Nathan had been wearing, the girl smiled. She was strikingly beautiful for a changeling, and the lack of green eyes, holes in her arms, and flickering wings told Lily she was on-par with a lieutenant.

"Name's Nyralith. Nyra for short."

"Never heard of you."

"Neither had Chrysalis. That's why I left." Lily tensed even more. Another rogue changeling? Couldn't be...

"Left?"

"Yup." Silence.

"... So..."

"Look, Liliana, this is hardly the time or the place. Let's chat about this tonight, after Rarity goes to sleep. Where can I find you?" Lily hastily scribbled down the address of the apartment she was staying in, handing it off to a shifted Nyralith just as Rarity re-entered with a tray full of steaming tea and cookies.

"You two have a good chat?" She asked with a sultry smile, handing out plates and baked goods in equal measure.

"Certainly." Nyralith's voice was spot-on... She was certainly talented. "I was just about to ask Lily about her line of work." Rarity perked up and shot her husband-to-be a playful glare.

"Don't get any funny ideas, mister." She warned with a low tone. Lily watched Nyralith chuckle.

"Why not? She is quite beautiful... And rumor has it you're a changeling. Mind if I see a demonstration?" Lily lowered her brow as both Rarity and the fake man turned their gaze towards her.

"I suppose there wouldn't be an issue with that. Who would you like to see?" Nathan set his tea down and leaned back in the chair he had taken, making an effort of thinking hard.

"I know! You and Rarity go into the other room, you turn into her, and I guess which is the real one?" Rarity's blush was brilliant, but could hardly match Lily's. Granted, hers was from pure anger. This little bitch was pushing her! She was testing possibly the most powerful changeling aside from Chrysalis herself! Lily stood stiffly, followed by Rarity. They padded into the opposite room, out of sight of Nyralith.

"You don't have to if you don't want to..." Lily silenced Rarity by transforming into the magi flawlessly, even down to the single stray lock of hair hanging inbetween her eyes. Rarity noticed and brushed it back into place, chuckling as Lily did the same.

"Let's go see how good our husband really is." Lily said, offering her arm.

"Yes, 'our' husband." Rarity laughed and looped her arm through Lily's as they went back out into the sitting room. Much to her surprise, Nyralith swept his arm around Lily's waist, pulling her into a deep, passionate kiss. She felt her eyes snap wide open in the changed man's strong arms, his lips pressed roughly to hers.

"Like I'd ever mistake my own wife." He said smugly, the look quickly wilting as Lily shifted back. Rarity was caught between anger and hilarity, mostly at the dumbfounded look on his face. She finally burst into teary-eyed laughter as Nyralith hung her head defeatedly.

"Y-you mistook Lily for me! Baahahahah! Oh my goodness, that's rich... And y-you said you could never mistake me-he-he-heee!" She doubled over with laughter, and Lily took the opporutnity to deliver a well-aimed punch at the other changeling's solar plexus. The blow winded him, making the taller man wheeze and shoot her a deadly glare. He quickly went to Rarity, pulling the hysterical bride into his arms as she wrapped him in a tight hug.

"I'm sorry, I'm sorry!" Her cheeks were flushed as she held him close, burying her face into his shoulder. "Under other c-circumstances, I'd have kicked your ass for kissing another woman. B-but... You just kissed a changeling!" She squealed, chuckling in her throat as Nyralith kissed her deeply.

If only you knew... Lily was tempted to spill the secret then and there, but stopped herself when Rarity smiled at her.

"Well? Isn't my Nathan a good kisser?" She boasted, laying one hand on his scruffy cheek.

"Oh, yes, yes indeed..." Lily fought to give a sincere smile. "You're a lucky woman, Rarity. You've got a killer guy to call your own." The glare she got from Nyralith was priceless. Lily gave a coy smile in return.

"She wasn't that bad a kisser, either." Nyralith muttered, just loud enough for her and Rarity to hear. "And she IS a changeling... I gotta say, the prospect of bedding two of you does sound enticing." Lily saw Rarity chew on her lip. Apparently she was weighing the opposite end of the spectrum... To her, two Nathan's would probably make for a blissful night.

"Save it for the honeymoon." Rarity finally said at last, though the look she cast Lily told her she was seriously considering the offer. "I need to take her to her apartment. It's getting late." Indeed it was... The sun was sinking low on the horizon, and despite how weary she had been feeling from the travel, Lily was now wide awake. She doubted she'd ever sleep again, not until she could put her racing mind to rest. The soon-to-be-weds bid their farewells as Rarity and Lily walked to the car, driving in tired silence most of the way. Rarity appeared to be rather spent as well, her eyes hanging low.

"Get some rest," Lily said as she pulled her luggage from the trunk. "You've got a big day tomorrow." Rarity smiled and gave her a warm hug.

"I'll be fine darling. Though I suppose a long rest is in order. A budding bride needs her beauty sleep!" Lily got a gentle kiss on the cheek and a more than suggestive smirk before Rarity slipped back into the car. Lily waved at her rearview mirror as she pulled away, turning into the apartment building. True to Maggie's word, the key to her old apartment was under the doormat, and she unlocked the tiny studio. Everything was exactly as she had left it, down to the backpack in the closet. It was clean, too, no sign of dirt, and fresh towels in the bathroom. She hoisted her suitcase onto the foot of the bed and stripped down for a quick shower.

Thoughts of the recent past plagued her as she scrubbed her skin, the drone of the hot water hitting the floor of the shower distracting her from the task more than it should. She lost track of time, losing herself in the hot water, the feeling of scrubbing herself clean. She moaned gently, taking time to massage shampoo into her fiery red curls, and after a little deliberation, shaved her entire body, save her head. Getting lost in the hot, steamy water and the hygiene, she didn't realize how late it was getting. Finally cranking the water off with pruny fingers, she padded out of the bathroom, dripping and nude.

"So," She said gently, her back turned to the open window. "Tell me why you're marrying Rarity under false pretenses."

"You don't miss a thing." Nyralith slipped through the window, her natural form having sprouted wings. Lily didn't even move to put her clothes on. She lazily toweled off her hair, her back turned to the other changeling. There was a silence, filled only by the sound of the towel running over her fiery curls. Finally, Nyralith heaved a sigh and spoke. "When you handed Chrysalis the essences, knowing she wouldn't be able to use them, everything changed. It wasn't when you ran, when you declared your independence... It wasn't even the fight after with the canterlotian guard. No, the moment you handed those six essences over, every changeling in the horde felt it. Every lieutenant, that is... Chrysalis' sway held over the masses of drones, but everyone powerful enough to be called lieutenant felt it. Ajax would have, too, if you hadn't killed him..." The memory left a bitter taste in Lily's mouth. she paused drying her hair, turned to Nyralith. This was the first time she got a good look at the first changeling she had seen since her injury just outside of the Everfree forest.

Nyralith was a tall, curvy woman. She wasn't fat by any means, no, she was truly a picture of beauty. Her angular form would probably have been ravashing, if she wasn't still wearing male clothes. Still, her sizeable bust swelled against the buttons, parting the fabric just enough that Lily could spot the flesh of her cleavage there between the straining fabric. Her face, round and beautiful, had full cheeks and lips, a wide, low bridge leading to a shapely nose. The shimmering cascade of her jet-black hair seemed to shift and move as she adjusted, pushing away from the wall. Barefoot, wearing slacks and a button-down shirt, the same as before, she had a very entrancing natural form. Lily found herself distracted with the peeks of flesh inbetween the buttons of her shirt.

"Eyes up here, love." Nyralith teased. Lily glanced up, but saw the hypocrite's eyes on her own curvy body. Lily stretched her arms over her head. Against better judgement, Lily found herself getting aroused at the beautiful sight before her.

"Same to you, bitch."

"Hey now," Nyralith's gaze darkened. "No need for petty insults."

"Sorry," Lily dropped the stretch, lowering a pair of emerald-green eyes at the other woman. "I have no respect for someone, changeling or not, who lies to a friend of mine."

"Like you did any better?" Lily watched Nyralith raise a hand to her chest, seemingly cupping her breast. She was about to remark on the lewd action when the changeling pulled a shifting, ephemeral blue orb from her core. Lily would know that color anywhere.

"You took her essence." Lily breathed. Nyralith passed the blue orb back and forth.

"At least I love Rarity."

"And I don't?" Lily countered. The withering look Nyralith shot Lily made her wither slightly.

"Not like I do." She tucked the essence away in her chest and advance towards Lily, raising a hand to cup her cheek, draw her gaze up into her icy blue eyes. "You could never love anybody the way I love Rarity." Her gaze flickered down, her lips curled up. "A different kind of love than you've got in your mind right now." Lily blushed at her arousal, feeling Nyralith's fingers pull away. "You won't be attending the service tomorrow. And you won't be coming back to our life any more. In fact, I think it'd be best if you stay away from Rarity, and the rest of the wielders of harmony." Nyralith padded to the window, stepping up onto the frame. She shot a glare back at Lily. "Put some fucking clothes on. I can smell you rutting from over here." And she was gone, the sound of flapping avian wings fading away into the night. Choking a sob, Lily collapsed onto the bed, crying herself to sleep.

The ceremony went on as usual, Rarity was far too wrapped up in the preparations to even notice who was coming and going to the outdoor venue. Preparations were made, last-minute walkthroughs of the ceremony were discussed, and people were generally just rushing about, ensuring everything would be perfect. The day was shaping up to be completely cloudless, sunny and beautiful. Rarity was busy getting pampered, ready for the ceremony. It took seven full hours to get her ready and presentable before they even began putting the intricate dress on. That took an extra two hours. It was close to five in the evening before Rarity was even ready for the photographs, half to be taken before the ceremony, half after. Nathan, on the other hand, mingled for most of the morning and afternoon, and started getting ready around four. He was finished by six, and to him that was a very long time. Still, the small group of friends he had made in his short time working for Rarity were all envious of his deviously good looks and the fit of the custom-tailored suit.

When it came time, guests were ushered to their spots, the groom took his place at the altar, and the music began playing. There was, however, an empty chair at the front row, on Rarity's side.

"Please rise." Everyone stood as the traditional wedding music played, escorting an absolutely stunning Rarity down the aisle. Beside her was a proud father, but all eyes were on the bride. Rarity put the meaning of the word 'Beauty' to shame. Every single detail spent fretting over the past nine hours was just as it should have been. The falling golden light highlighted the dress, turning it to molten metal around her arms and shoulders. Her hair fell in a graceful, intricate braid down her back, not a single silken strand out of place. "Ooh"s and "Aah"s came from the audience as she slowly made her way towards the aisle, all the while carrying a blissful smile Celestia herself would have been envious of. She didn't even notice Lily's empty chair.

Rarity's father handed her off to a dumbstruck Nathan, who gladly accepted the hand, still stunned his bride was so... Entrancing. Together, they ascended the steps to the altar, both of them looking perfect for the role. Even perfect was too tame a word to describe it. They shared several hushed words before giving a nod to Twilight Sparkle, the stand-in 'Priest' for the service.

"Dearly beloved, we are gathered here today to witness the joining of Nathaniel and Rarity in matrimony blessed by the sun, the moon, and their friends and family. Please, be seated." There was a shuffle of feet as chairs were taken. There was a lack of guests on Nathan's side... One more did not go noticed by anyone. "The couple will now share their vows." Nathan cleared his throat, slightly embarrassed, and began.

"When I came into your store the first time, I had never been struck by such masterful work. I thought to myself, 'Now Nathan, this has to be the work of some shut-in of a hermit.' So I immediately began looking for imperfections. I see now how very wrong I was to criticize your work that day. When I saw your reaction to my scrutiny, I couldn't stand the pained look on your face. I'm so glad I've a way with words that, admittedly, smuggled me into your store for regular employment. Over many long days and longer nights working for the most beautiful woman I've ever laid eyes on, I can't deny that I fell in love with you." There was a pause as he caught his breath.

"I was so scared you wouldn't return my affection, and I can honestly say I am the luckiest man alive to have your heart to call my own. I promise to be faithful through thick and thin, illness and health, and everywhere in between. I will do my hardest to not betray your trust, and I will be truthful."

"LIES!" Lily dove in from the sky, landing in a ring of dust. Shocked gasps echoed throughout the audience as she mounted the altar. Rarity looked stricken. "You're a damn liar, Nyralith." She pointed a shaking finger at the disguised changeling.

"What?" Rarity's voice trembled as she spoke, and Lily cast a sympathetic glance towards her.

"I'm sorry, Rarity. But I can't stand this any longer. I hope you forgive me." Lily opened her gloved hand and blew a thick dust over the nearby group. Small, crushed leaves fluttered about as she cast the ground powder out, covering everyone on the altar.

"Listen here, you, you-" Nathan was cut off as Applejack tackled Lily to the ground.

"You little bitch, Ah'll show ya for buttin' in where you don't belong!" Applejack raised a fist to strike her, but was stopped when she was greeted with jet-black skin, green hair, the insect-like wings splayed underneath her. "'Bout time you showed your filthy lil' face!"

"She's not the only one." Twilight's words stopped Applejack. A collective gasp came from the audience as Nathan, still in his suit... Slowly started to change. Nyralith came forth in a shimmer of the herb's magic, her body shrinking inside the suit, growing shorter, more slender. Long hair cascaded down her back, began to change to the same green as Lily's, her skin went from a healthy tan to ebony to pure, midnight black. She looked around, frightened, at all the stares. A cloaked figure at the back slipped away, her work done. Lily gave a silent thanks to Zecora and fished herself from underneath Applejack. Silenced reigned as Lily looked at the intruder, both upset at what she was doing to Rarity, and glad she had unearthed the traitor. To her surprise, Rarity heaved a sigh and dropped the bouquet of flowers, lifting Lily's changeling chin to her own eyes. She leaned in to give her a gentle kiss before slowly walking away, back down the aisle. Applejack, however, grabbed both changelings at the neck of their clothes, and dragged them off in an entirely different direction.

"Fuckin' changeling everywhere, I'm gonna hafta beat the crap outta each an' every one of 'em." Lily watched the guests begin to leave, confused and saddened at the change of events. Fluttershy was meekly following after some of them, Pinkie Pie was still holding several party favors in her hands, looking very confused. Twilight, however, followed after Applejack, calling for her to stop.

"Applejack! Stop!" She called, finally using a thread of magic to tear both the changelings away from Applejack's grip.

"Ah'm gonna teach these two a lesson, Twi! This one," She pointed at Lily. "For hurtin' Fluttershy. And this one," Her finger moved to Nyralith. "For breakin' Rarity's heart." Twilight sighed and righted the two changelings with another pull of magic, advancing towards a flustered Applejack.

"AJ, listen to me." She said, calming the furious farmer with a hand on her shoulder. "If Lily hadn't revealed... Nyralith, is it? For what she was. What would have been worse? Rarity finding out on her wedding day her husband-to-be was a changeling, or spending her entire life married to a lie?" Twilight's words had an obvious effect on all three parties gathered, Lily puffed up with confidence, Nyralith became markedly more sheepish, and Applejack cooled off. "As for Nyralith herself..." Twilight turned, casting a very angry glare at the alien changeling. "I want to hear her side of the story, myself. You may get to kick some ass yet, AJ." Applejack stood at her friend's shoulder, cracking knuckles audibly. Lily surprised everyone by moving in between the angry magi and the farmer with vengeance in her eyes.

"Lily, ah wouldn' want ta be in mah way when I git to ass-kickin'." Applejack said in a low voice. Lily didn't move.

"I want to vouch for her." Lily said softly.

"What?" Twilight was shocked.

"I said I want to vouch for her. Listen, Nyralith may be an underhanded, lying piece of shit, but she's no different than I was." Lily cast a glance over her shoulder. "She's changed into the ideal form for sexual seduction, wormed her way into Rarity's life, and wants to make her her own. In my mind, she's no different than any other changeling." That had an obvious effect. The truth of her words made Nyralith wilt visibly, trying to shrink in the suit. Lily lifted her chin. "But just like me," She offered a brave smile. "She can change, if given the chance."

"Lily," Twilight stepped forward to rest a hand on Lily's shoulder. "You're right. We've all been focusing on what we think has happened. We don't even know how Rarity feels about this whole deal. From what I saw, she didn't even look hurt, just... Sad. Lily, can I count on you to take Nyralith to go talk to Rarity? I think AJ and I need to have another 'talk.'" Applejack groaned and crossed her arms as Lily nodded and took Nyralith's hand, dragging the stuttering changeling away.

"Where are you-" Lily stopped by wheeling to face her, now out of sight of Applejack and the lecturing Twilight Sparkle.

"Do you love her?"

"Wh-"

"DO YOU LOVE HER?!" Lily's hair floated away from her shoulder as she felt the magic within her swell with anger. Nyralith shrunk even more at the sight.

"Y-yes..."

"I can't hear you."

"Yes! I love her!" She finally admitted, tears welling in her eyes, threatening to fall down her cheeks.

"Then shift to your normal form. There's a chance to save this yet." Lily did so herself, shifting into the fiery-haired, curvy whore from Canterlot. Nyralith followed suit, filling out the clothes a little bit better now.

"But, there's no way she would love me back!" Nyralith started to voice her concerns. "I mean, Rarity's into men, how would she ever even like a woman!"

"You don't know the half of it..." Lily groaned as she pulled Nyralith into her apartment.

"What?"

"How do you think I got Rarity's essence?" Lily asked, dragging the disbelieving changeling into her room.

"You don't mean to tell me..." Samantha Sunrunner showed up then, the busty, blonde-haired avian Lily had used to seduce Rarity. "Oh wow... I had no idea." She shifted back into Lily and started taking off Nyralith's clothes. "H-hey! Stop!" Her hands were batted away, the shirt half-open.

"You aren't confessing to Rarity in the clothes her husband wore to their wedding day. Now strip." Lily pulled a blouse and skirt from her suitcase, along with a spare pair of undies and a bra. No doubt Nyralith had worn male clothes to the wedding. Indeed, the larger pants fell down her legs as she got the gist of what Lily was doing.

"If this doesn't work..."

"Then you can come work with me in Canterlot. We can always use another changeling for our customers."

"Eew! Become a whore?!"

"Don't knock it 'til you've tried it." Lily muttered, tossing the panties and a sturdy bra at Nyralith.

"Rarity?" Lily called out, stepping through the doorway.

"In here, darling!" Rarity's voice was surprisingly cheerful for one who had just had a wedding day ruined. Lily and Nyralith both padded into Rarity's work space at Carousel Boutique. It was almost midnight... Sure enough, the busy magi was working at a dress, her glasses perched low on her nose. Her hair was straight and hung down her back, and she wore a t-shirt and shorts now. Barefoot on the tile floor of her work space, Rarity was absorbed in her dress, humming happily. She glanced up, and did a double-take as Lily and the strange woman of a changeling slipped into the room. "Oh! Lily! I wasn't expecting you. And I'm guessing this is... Eer..." She struggled with the name. Nyralith stepped forward, rubbing her arm embarrassed.

"Nyralith... But... I prefer Nyra." She muttered softly. Rarity flashed a brilliant smile.

"Right. Nyra, then." Lily was surprised as Rarity strode forward and took her hand, raising the fingertips to her eyes. "Hmm... Not as rough, but definitely more slender, more flexible. Let's see..." She dragged a stuttering Nyra forward to the dress she had been working on, carefully handing her a needle and thread. "Cross-stitch, right here." Lily watched as Nyra paused, blinking for a few moments. "What? Get to work. Someone has to pay for the reception I never got." A few more blinks before Nyra set to work on the dress, with Rarity watching closely.

"Like that?" Nyra asked, standing straight.

"Hmm... Not bad... Strong, even... Yes, you still have just as much talent as you did when you were... Well, you know..." Rarity scrutinized the fabric before snipping the thread and finishing the knot on the inside of the hem. The dress was finished, and Lily smiled as the two of them shared a look. Slowly, she began slipping towards the door... "Oh, Lily?" Rarity asked, catching her with her hand on the knob.

"Y-yeah?" Lily stuttered slightly.

"I hope you aren't planning on leaving."

"Wh-"

"We still have the matter of my honeymoon..." The blush would have lit up the dark room. Nyralith opened her mouth to complain, but was silenced by Rarity's finger. "I don't think you have a lot of room to talk, missy. Besides, wasn't it you who said she was aroused by the idea of taking on two of myself?" Lily grinned and shifted into Rarity, same clothes and everything. She walked up and slid her hand around Rarity's waist, grinning suggestively at Nyralith.

"I- I don't..." Nyralith stuttered, glancing between both of them.

"Lily, darling, what do you say we show Nyralith here how it's done?" Smoothly, the two Rarity's descended on the unsuspecting woman, pulling her to the floor smoothly.

"Aah! Hey! I, what are you doing back there?! Don't take my skirt off, hey!" She started complaining, which only made the two Rarity's laugh at her feeble struggles. She was obviously enjoying it, and in the tangle of bodies, even Lily began to lose track of who was who. Soon enough, all three women were completely devoid of clothing, and Lily and the true Rarity sat up on their knees to look down at a whimpering Nyralith. She was a truly entrancing woman when naked, her slender form accentuated all the more by full hips, a shaved pubis, and a pair of rather large, shapely breasts. Lily felt jealous, surprisingly enough. Rarity, on the other hand, just dove right in and plastered her lips to the nipple of one breast. Lily followed suit, giving a firm suckle and a moan. Nyralith's gasp sent a tingle of desire down her spine. She felt Rarity adjust next to her, one hand laying flat on Nyra's twitching stomach, slowly pushing lower and lower... There was a cry of pleasure as Nyra arched up underneath them, one hand raising to her mouth so she could suck on her finger. Lily fixed that by pulling away from her rock-hard nipple and pressing her lips to Nyra's.

"MFF!" She groaned, wanting to vocalize. Lily robbed her of that by pushing her tongue into her mouth. Nyra met her willingly as Rarity's hand continue to work against Nyra's dripping womanhood. Lily opened her eyes just a little, watched Rarity adjust until her lips were working at the changeling's dripping sex. Lily pulled her mouth away and swung a leg out, positioning her wet center above the changeling's mouth. She took to it eagerly, though with a sort of amateur technique. Lily shivered nevertheless and began massaging her own breast, watching as Rarity began to twist around, lift her hips... Getting the hint, Lily helped Rarity by pulling her thighs over her own shoulders, positioning her wet center directly in front of her mouth. Groaning eagerly, she set in on Rarity's dripping center, licking and flicking her clit in equal measure. The groans and whimpers of desire she got in return made her own center slicker all the more, easing Nyra's tongue inside.

They were caught in a circle, Lily licking Rarity, Rarity licking Nyra, Nyra licking Lily... Rarity's slight weight was easy to hold up, but Rarity couldn't be comfortable as she was. Indeed, a few more long moments and she started to squirm. Gently, Lily set her down, regretfully removing her mouth from the delicious gash. She licked her lips, lapping up the remainders of the tasty juices with a low groan. The three broke apart, panting in the aftermath. To her knowledge, none of them had came... Yet... Rarity was intent on changing that as she pushed Lily down the floor, kissing the vision of herself eagerly. Lily chuckled as she and Rarity fell to the floor, feeling Rarity take the dominant position on top, her legs wrapping around Rarity's slender waist. She felt Rarity grind her womanhood against her own, rubbing their swollen, exposed clits together with an expert touch. Lily shivered softly, panting as Rarity reared up and looked back at a neglected Nyralith.

"I thought it was Nathan that wanted to fuck two of me? Well, what are you waiting for?" Lily caught a glimpse of Nyra quickly changing, her arousal apparent even in this form. Rarity leaned over again, her lips hovering just over Lily's as she ground their hips together even more. "Relax..." She urged, and Lily could only give a slight nod as she felt that thick head press to her wet lips. Rarity whimpered in disappointment, but allowed Nathan to continue anyways. The head pushed her apart, giving way to a thick, full shaft... Nyra apparently knew what a woman wanted... Rarity contented herself with rubbing her clit on the shaft as it pulsed in and out of Lily's dripping hole, but was not put off for very long. Smoothly, Nathan adjusted and pushed himself into Rarity next, leaving Lily panting and eager for more. She watched Rarity's face turn up with pure pleasure, fade away as Lily was penetrated again. Ooh, she was good at this... It was when she heard Rarity cry out, she had to glance down. She was the one getting attention, but Rarity's dripping womanhood indicated she was clearly in the throes of an orgasm. It was when Nathan pulled shimmering fingers out of her that Lily realized... Whenever he was inside of her, he was fingering Rarity. Not one to be left behind, Lily clamped her canal down around that thick shaft, bucking her hips as she rushed towards her climax.

"AAHN!" The two Rarity's cried out in tandem, the pleasure derived from the eager shaft almost too much.

"Okay, okay..." Rarity groaned, smiling down at Lily. "My turn. You know what to do." Lily grinned and shifted into Nathan now, and after having it inside of her, was fairly certain she had nailed the girth, length, and shape pretty well. She adjusted until she was on her knees in front of Rarity, while the 'true' Nathan settled on his knees behind her. Rarity opened her hungry mouth, eagerly taking Lily's throbbing shaft into her, just as Nathan slid in from behind. Spit-roast, that's what this was called... Lily was loving every second of it. Moaning and twitching, she felt Rarity's mouth work up and down her cock, while she watched that whip-tight body get pounded from behind. Rarity popped Lily out for just a moment to beg for more.

"Harder." She whimpered, flexing around him. "Faster! Please!" Lily grabbed her hair, forcing those beautiful lips back down against her pulsing cock. Rarity took to it with an expert touch, her mouth shivering in time with the rough, fast thrusts penetrating her dripping gash. Nathan, already loosened up from the tag-team earlier, gave in first, pulling out and stroking his shaft all over Rarity's back. The gushing orgasm landed in her hair, on her shoulders, most of it dribbling out to puddle on the small of her back, her pert ass-cheeks. She pulled Lily out of her mouth, stroking that shaft with a gentle touch.

"Now..." She panted, smiling back at the panting Nathan behind her. "I think it's time you got a taste of your own medicine..." Rarity rose up to her knees, still stroking Lily. "Change back to Nyra, now, darling... You stay like you are, Lily..." Nyralith obliged, but Rarity's intentions quickly became obvious as she pushed Lily inbetween Nyra's legs. Lily looked up at her, mouth open, but still hard as ever. Nyra's blush lit the room more than the moonlight pouring through the windows.

"I-"

"Do it." Rarity teased, watching the spectacle slowly play out before her. "I'll be back in just a moment. And so help me, if you aren't inside of her, I'll take it out on both of you..." Rarity stood, turning her cum-covered back on both of them as she slipped away. Lily watched her perky ass twitch as she padded off, smiling as Nyra kissed her neck.

"Might as well do what she says..." Both changeling set in on each other eagerly, Lily gently guiding Nyra down to her back. She spread eagerly, her wetness sliding down her thighs. Perhaps she had shifted too soon after the previous orgasm... Lily just smiled and guided her aching cock inside, sliding in with ease. Nyra arched her back with a loud gasp, feeling her slip in easily. Lily set in on a smooth, deep pace, not quite building herself up to another orgasm, but definitely keeping the pleasure constant. Nyralith was a very attractive mate, and she would have been enjoying this no matter who she was shifted as. But she had to stop when Rarity padded back into the room, now sporting the same strap-on Lily had used on her long ago. She smiled, the bottle in her other hand betraying the glistening on the purple shaft as lubricant. Lily felt Nyralith tense underneath her at realization where Rarity planned on putting that strapon.

"On your back, 'Nathan.'" Rarity teased, and Lily was only too happy to oblige. He pulled Nyralith up with him, the shocked changeling now on her knees above her own doppelganger form. Rarity sank to her knees, spreading lubricant onto Nyralith's back door. Lily felt some of it glide down to her own shaft, still buried within Nyra's twitching womanhood.

"W-wait, I've never..."

"Shh, shh..." Rarity placed her finger of Nyra's lips. "I think you deserve this. Who knows? If you relax, you might enjoy it..." Her other hand gently guided the head of the strapon against Nyralith's tight, lubricated pucker. She instantly flexed both holes, squeezing Lily wonderfully.

"Relax." Lily had the presence to grunt in Nathan's voice. "You'll get hurt if you... Aah... Flex like that again..." Nyralith thankfully relinquished the vice-like grip she had taken on the shaft within herself, and cried out when Rarity pushed her hips forward.

"Oh my, darling! Are you sure you weren't built for this? That went in with no trouble at all!" Rarity tossed the bottle aside and set into a smooth pace, sliding in and out of the tight ass with a firm touch. Nyralith surprised Lily by moving her hips back and forth, meeting each of Rarity's thrusts and pulsing her dripping walls around Lily's straining cock.

"Aahn! Oh, fuck yes! Rarity, that feels so... So good! Please, keep going! I'm... I'm... I'm cumming again!" Rarity drove deep inside of her just as she started gushing another orgasm onto Lily's cock, shivering all the while. The squeezing, flexing walls around her pushed Lily over the edge, and she started pumping her own seed deep into Nyralith's hole. The pleasure was enough to send Rarity over the edge, until Lily remembered the extra attachment that granted some pleasure to the wearer as well. Together, all three women came simultaneously, but they weren't over just yet... Lily started raising her hips smoothly, sliding in and out just as Rarity did the same from behind. Nyralith was victim to two sets of thrusting cocks, her pleasure holes dripping in response.

"She's taking this like a pro." Lily teased, flexing in time with her rough, deep thrusts.

"I'll say... I could never take it in the ass without turning into a whimpering mess..." Rarity teased, reaching a hand around to grasp one of Nyra's breasts. Lily reached a hand up to grasp the other, both 'Women' teasing Nyralith to another orgasm.

"Please..." She whimpered. "I'm gonna keep cumming like this... Please, stop..." She groaned, but Lily and Rarity were relentless. They switched positions, letting Lily take control of Nyra's twitching pussy for the next two orgasms. Lily surrendered to another just as Rarity did, pulling out and coating both panting women with a healthy dose of thick, creamy cum. Nyralith slipped Rarity out of her rear, turning onto her side and embracing the woman with a soft whimper.

"Rarity..." Lily shifted, her knees still spread in the same pose she had had as Nathan. Nyralith was the one speaking as she curled against Rarity's chest. "I love you so much..." Rarity, her mouth open and panting, just stroked the poor woman's hair with a gentle touch.

"I love you, too... Nyralith..." Rarity whispered softly. "And I forgive you." Lily, suddenly uncomfortable, stood and slipped away, leaving the two to lay on the floor, stroking and holding each other. Smoothly, she dressed once more, padding away without even being noticed by the two. She returned to her apartment for a hot shower, blushing slightly. Those two really were in love, weren't they? She sighed at the thought of what they had, curling up under her covers as she slowly, gently, drifted off...

"Well? How was the wedding? Huhn?" Girls clamored around Lily as she walked through the door. Apparently, her call to Maggie telling her she'd be back late afternoon the next day had traveled despite her wishes to remain surreptitious in her return. They gathered around her in a circle, chattering questions and remarks in equal measure, the din slowly developing into a headache.

"The wedding didn't happen..." A collective groan ran through the gathered audience, and Lily smiled as they started asking why. "I guess you could say the plans changed..." She teased, pushing her way through gently. "Girls, listen, I'm exhausted. Please, let me go to my room for a shower, at least? I'll share over dinner. Please!" They let her through understandably, calling after her as she ascended the stairs that they expected a full story at dinner. She smiled and waved them off, but she wasn't alone when she slipped into her room. Maggie locked the door behind them.

"Tell me what happened." She said.

"Rarity's fiance was a changeling." Lily said, setting her suitcase down as she flopped onto the couch in her living room.

"No shitting?" Maggie lifted Lily's feet, setting them into her lap and massaging the sore muscles with a gentle touch. While Lily had originally wanted to be alone for a few hours before descending into the madness of the other girls, Maggie's fingers were quickly changing that...

"Yeah..." She groaned, stretching her toes out under Maggie's expert touch. "But she was changed into a man, and she had pretty much seduced Rarity into marriage without ever telling her. I had to step in, that was just wrong..."

"Agreed... How did you do it, though? How did you expose the other changeling?" Lily excused herself to grab a plastic bag from her suitcase. She tossed it on the coffee table before returning to Maggie's deft touch. "Hon, that looks like weed to me."

"It isn't..." Lily assured her with a soft groan. "It's a flower called Heart's Desire. When mixed with Magesbane and shredded very carefully, apparently the mixture is called 'True Form.' Zecora told me it'll dispel even the most powerful disguise spells, and after testing it on myself, found it'll reveal changelings. I brought this back so I can show Celestia and Luna."

"No need to tell us," Lily and Maggie both sat bolt-upright as the two princesses strode into the living room from a side hallway. Being caught like that, Lily gasped and sat upright, almost like a scolded child. "We heard the whole thing." Lily swallowed hard, Maggie seemed to have broken out in a thin sweat.

"Truly remarkable, if it does what you say it does." Luna chimed in, taking the bag from the table. She held it up to the light, scrutinizing the shredded herbs. "I wonder why our own apothecary hadn't discovered this mixture earlier, given the circumstances behind all the recent changeling activity..." Lily perked up slightly.

"Recent activity?" She asked. Celestia nodded and took a seat on the other side of the coffee table.

"Apparently, Miss Rarity's wedding wasn't the only one ruined by changeling interference. Many others have been going awry lately, though not all of them end with the same happy tale as yours did, I'm afraid." Lily gulped, afraid of what that could mean. "We'll clone this recipe and get it out to all major checkpoints. Why, one of the weddings here in Canterlot itself had been ruined by a changeling... The bride, from what I hear..." Lily swallowed hard again.

"I had no idea... So many changelings had defected..." Celestia lowered her gaze.

"Lily, I don't hold it against you, but understand that these changelings are simply not the same as you. We can't have all of them living in Equestria... There's the matter of different cultures, social norms, and laws to obey. I still have yet to decide if this other changeling partner of Rarity's can stay..." Lily sat up again.

"No! Nyralith is fine. Trust me, she learned her lesson, the hard way at that." The memory made her blush. "Rarity is capable of teaching Nyralith the difference between life as a changeling and life in Equestria... I can vouch for her personally." Luna and Celestia turned a serious gaze to Lily. In that moment, the two felt less like friends and more like what they really were... The indomitable, true rulers of Equestria.

"Very well, Lily. I trust your judgement..." Celestia admitted, stretching slightly. "If Luna has no objections..."

"None." Her sister admitted, though her expression remained serious. "But we cannot come to you for every single changeling who wants to find a home here in Equestria, Lily." To that, she received and indifferent shrug.

"I'm fine with that." Lily said. "I have no love in my heart for any other changeling. Save Nyralith, maybe... Do as you see fit with them. If you see fit to let them live in Equestria, that's fine. If you want them to leave, I could care less." Celestia looked shocked, Luna was still serious, though her lips did turn down in a heavier frown.

"Seriously, Lily? How can you say something like that?" Celestia asked. Lily smiled and threw her arm around Maggie's shoulder.

"I have a new family."

Birthday Gift

--------------- Request Chapter: Cadance and Shining Armor ---------------

The following takes place short of year after Maggie's has opened, following "Just Let Me..." by about 3 months, a total of 8 months after Maggie's has opened.

Lily stretched her arms over her head, smiling into the mirror. She didn't know if it was because she was in the business of sex or if she had been working out in her free time, but she was really looking nice. To changelings, their "Normal" forms were a sort of sense of pride. It was what felt natural to them, comfortable. Granted, they could change it to their liking at will, but the ability to fall into such an alluring form naturally, from hard work and a healthy lifestyle, was a great source of joy to Lily. It was the beginning of a work week, and the house was abuzz with preparations. Girls swapped clothes, prepared makeup, or did beautification techniques to prepare for the night.

Lily started these days with a small breakfast and rest, preferring to start getting ready mid to late afternoon. She would chat and hang around with the other girls until lunch, eat a good amount to fuel her up for the day, then take a nap until about two. Then she'd shower, dress in PJ's, do her make up, and dress at last. Tonight, she wore a tight satin shirt underneath a clingy corset that really pushed her breasts up well. It was tricky to get out of, but the image she struck was one not easily forgotten. To accentuate it, she wore tight pants that hugged her slender thighs to her knees, then loosened a little to fall naturally around her ankles. Top it off with some sexy heels, and Lily was feeling hot and ready. When five rolled around, they started getting the first customers, mostly businessmen who came to relax and unwind, to drink and chat. These were regulars of a different sort, no different than any other club or bar. Lily found it gave her a chance to relax and warm up for some more serious flirting later in the night. She was surprised, then, when none other than Shining Armor slipped into the front entrance, making her chest tighten. Quick as she could in her heels, she snagged his wrist and pulled him a short way down a nearby hall.

"What... Oh, Lily! Good timing, I was coming to talk to you." He said, his lips stretching into a sort of goofy grin. She looked him up and down, noting the casual clothes. He wore a stylish polo and jeans, certainly different from his usual uniform. He was surprisingly handsome when not frowning down his nose at everything that came under his scrutiny.

"You're... Not here on business?" She asked, somewhat taken aback. Every previous encounter with the skilled magi, captain of the guard, had been less than pleasurable. He usually insisted on providing a personal escort for Celestia when she visited her private room downstairs. He had always been clipped and almost discourteously brief with Lily whenever they visited, usually insisting on waiting somewhere other than the business while Celestia relieved herself of the tensions she was under.

"Not today, surprisingly enough." The lopsided grin spread wider. It was sort of goofy, but he wore it well. No wonder Cadance loved him. He shoved his hands in jean pockets, glancing back out into the floor where none seemed to notice the two off in the shadowy entrance to a hallway where unspeakable acts of lust occurred. She sighed and pinched the bridge of her nose.

"I'm sorry, I thought you were here to arrest me, or ticket me, or something..." She groaned. "What can I do for you?"

"Truth be told, I'm here for a different sort of business." Now THAT was a shock... Lily actually blinked.

"Really?"

"Yup. Look, next week is Cadence's birthday. It's her twenty-fifth since I've known her, and I want to do something special... Let me tell you what I have in mind..." He leaned in, and as he whispered his plan to her, Lily's lips spread into a wide grin...

As requested, she didn't knock on the front door the night of the event. Instead, she called Shining Armor's personal phone and told him she was waiting out front. Stealthily, he snuck her in, casting a spell on her feet to pad her footsteps through his home. It was a rather expansive home, she had to admit... The captain of the guard apparently made a fair spot of money, and Cadence was a princess with access to royal funds... They probably lived in the utmost of comfort. As she was escorted through lush carpeted hallways and mahogany hardwood floors, Shining Armor pressed a finger to his lips. He mouthed 'wait here' and ushered her into a dark corner of a hallway. He disappeared into what she could only guess was a library.

"Hey there, sweetheart." The soft, muted tones of his voice wafted to her ears in the hallway.

"Hi love! Are you headed to bed?" It was late, Lily guessed around eleven.

"Uh huhn. But, don't come quite yet, okay?" He said, and Lily quirked an eyebrow. Now it was beginning to get interesting. "I still have one more gift to give you."

"Shining! You didn't have to do that! The ring and the crystal roses were enough, I assure you." There was the sound of a soft kiss.

"This is a different sort of gift. Trust me, I think you'll like it." Soft giggles and another kiss before Shining Armor joined Lily in the hall, beckoning her along. They slipped into a very well-appointed bedroom, the massive four-poster standing at the center of the lush carpet. The room was obviously set out in a his and hers setting, the left side had it's own bathroom, and the right boasted more feminine articles like a vanity and the door to another bathroom. She stood, admiring the surroundings, though her thoughts tended to wander towards what Shining Armor had planned.

"Ready?" She asked as he shut the door softly.

"Yeah, let's see it." He said, turning to Lily. Smoothly, she adopted the visage of the man before her, standing in his matching clothes, even. "Not bad! Wow, that looks perfect... Here, just to make sure." He unceremoniously pulled his already-hard length out. Lily noted a few smaller details before showing off an almost simliar one. Uncircumsized. She felt more sensitive even now. "That'll do. Do you think it's the same?" He asked.

"Can I... Just... Touch it?" Lily asked, thankful the voice was right. Apparently Shining Armor asking himself if he could touch his cock was a unique experience, as he started throbbing visibly.

"Y-yeah... Go ahead." He stepped forward, holding his shirt up. Lily wrapped her hand around the throbbing shaft, noting a slight change in the curvature halfway down the shaft that she adjusted. He was really warm... "Had enough?" He panted softly. She realized almost a minute had passed.

"Yeah! Sorry." They tucked their equipment away away, both blushing slightly. "You sure about this?" She asked. He just grinned at her.

"She's been hinting at this for a while. Ever since I tried a clone spell a few weeks back. I can't get it just right, and controlling another part of me is tough to coordinate. Then I remembered you, and thought why the hell not?" She smiled right back at him, both of them turning to the door and waiting. Silence stretched on for a few moments before they heard barefoot steps padding down the hall. "Right then. Showtime." He muttered softly. Lily and Shining Armor stood shoulder-to-shoulder, smiling as Cadance slipped into the room.

The look on her face was priceless.

"Wh... What?" She muttered, eyes darting between both of them. Lily could tell by the flush in her cheeks she was pleasantly surprised. "Did you get it down?" She asked, obviously asking about the spell. Shining Armor nudged her forward with his shoulder as they both advanced on Cadence.

"Next best thing, darling." He said, both of them wrapping arms around a shocked Princess. She turned around, looking between the two smiling Shining Armors with their arms around her, both pressing closer and closer until she was sandwiched between them. Where Celestia smelled like a warm summer rain and Luna might have smelled of a cool autumn night, Cadence smelled like fresh spring growth and had a strikingly comfortable, almost animal scent to her hair. Shining Armor, or rather, the true Shining Armor, smoothly grabbed Lily's hips and drew her tight against Cadence's rear. The soft curve of the princess' rear pressed into her hips, arousing her even further.

"What are..."

"Shh." Shining Armor pressed a finger against her lips, his eyes flickering over her shoulder to Lily. "Don't be alarmed, but there's a... Well, there's a changeling behind you." Lily felt Cadence tense momentarily. She felt the powerful crackle of magic begin to swell within the air, but a sympathetic, compassionate look from Shining Armor stopped the princess before she could even begin to formulate a harmful thought. Lily was pulled closer, feeling Shining Armor put pressure from the other side. At his insistence, her hands slid around to lay flat on Cadence's stomach.

"Hon, I'm not sure..." She started, but was silenced by a kiss.

"When you said what you said about the clone spell last time, it's been stuck in my mind. I can't quite get it down just yet, but then I remembered Lily from about a year ago... I want this, you want this, let's just enjoy it, okay?" Cadence relaxed then, and Lily could almost feel the tension melt from her body.

"You could have TOLD me it was Lily..." She groaned, suddenly leaning back into her hold.

"Huhn?" Both Shining Armors asked at the same time.

"Oh come on. I talk to auntie Tia more than you think I do." She flashed the true Shining Armor a grin, pushing her rear out to Lily in the meantime. That would explain a lot... Celestia probably talked about Lily to people she trusted, and her partners were probably informed who the de-facto owner of Maggie's was each time she took them down to her private room... Lily would be surprised if her name wasn't prevalent in the more lusty parts of Canterlot society. She had just never figured the princess to be so... Willing. Apparently Shining Armor wasn't taken completely by surprise. He leaned in and kissed his wife while Lily slowly began caressing her flat, toned stomach.

She was whip-tight, and had the body of what could easily have been a model. That, combined with the way she whimpered and moaned against the two sets of hands roaming over her body, Lily was quickly succumbing to her male hormones. Her cock was filling with blood rapidly, pressing to Cadence's tight rear and aching for some attention. Shining Armor began lifting her shirt up inch by inch, leaving it to Lily when the hem rose to her fingertips. She moved at the same pace, marginally drawing the fabric up until Cadence's skin was exposed to the spot just underneath her breasts. Apparently the princess was just as ready as her husband and the changeling impersonating him, because her hands were busy rubbing the twin shafts through the jeans they wore.

"Do it." Shining Armor panted, breaking the kiss. Lily smoothly stripped her shirt off, smiling when her bare breasts sprang free. She sported a pair of perky C-cups, the flesh taut and not very jiggly. Lily was reminded of Rarity. Pressing more firmly to Cadence's back, her hands slid up the flat, tanned stomach to her breasts, cupping both of them in her palms as Shining Armor stripped his own shirt off. It was when he took a step back to admire the scene as Lily began rolling her fingers around Cadence's nipples, slowly bringing them to an erect state. Her chin rested on her shoulder, grinning at the obviously-envious husband. Cadence, meanwhile, arched her back and raised her hands into Lily's hair, curling the luxurious strands into her thin fingers and pulling the doppleganger's lips into a heated, passionate kiss.

"Hmm." Lily moaned into the hungry mouth against hers, her fingers pinching the rock-hard nubs on Cadence's front. Her eyes closed as the desire swept her away, her hips grinding into the princess' rear firmly. When she opened her eyes again, Shining Armor was visibly stroking himself in front of the two of them, his head shining with pre at the sight of his wife being groped by... Well, himself. Cadence opened her mouth to protest, to tell her husband to join them.

"No... No, no, you two keep at it... This is... This is for me, I have to admit..." He sat on the foot of the bed, jeans bunched around his ankles and throbbing shaft held in his hands. "Keep going, I'm really enjoying this..." Cadence pouted, but wasn't the type to take without giving something back. Twisting in Lily's grip, she pressed her chest tight to the flat, muscled chest Lily had shifted into, looked up into her eyes.

"Then let's give my husband something to look at." She teased. Smooth as can be, she sank to her knees, deft fingers unbuckling her belt and popping the button on her jeans. She didn't even bother with her zipper, just tugged on the hem until her jeans and boxers fell to the floor. An identical shaft popped out, lifting the hem of the shirt with ease and bobbing in front of her face. Lily was already leaking pre, from the rough grinding and passionate kiss. She felt the hot breath wash over her shaft while Cadence gingerly licked at the slit, groaning at the taste. Lily watched as Shining Armor picked up the pace, his hand smoothly sliding up and down his own equipment. The feminine side of her was enjoying the show. The male side of her was enjoying the blowjob. Lily, all-in-all, was having a blast. Grinning, she felt Cadence drag her tongue from base to tip, eliciting a shiver from Lily that made her fists clench. She glanced up as Shining Armor made a motion with his free hand. Was he... She watched him raise the hand to his head of hair, grip a fistful of the strands, and pull on them. Was he asking her to pull his wife's hair?

"Uuh..." She groaned. Cadence took it for arousal and smoothly popped the head inbetween her lips, suckling the sensitive tip. Her tongue gently peeled the foreskin back, licking the even more sensitive flesh underneath. Lily watched Shining Armor make a motion, his hand pulling the strands of his hair forward. He mimicked his wife, pushing his head forward with open lips. Catching the hidden meaning, Lily arched her eyebrow, as if asking for permission. He nodded and returned to stroking himself, obviously enjoying the show immensely. Hesitantly, Lily raised her hand to Cadences long, flowing hair, her fingers trembling slightly. Another glance to Shining Armor, a nod, and she smoothly gripped the strands, pulling Cadence's mouth onto her throbbing shaft. The wet, gargling noise the princess made with her mouth was nothing short of addictive. She grunted and pulled her down farther, inch by inch pulling the princess onto her throbbing, eager member. Lily groaned and pulled harder, and the princess gave in willingly. What HAD these two been doing since their wedding? Groaning, Lily released her hold, and Cadence pulled away with a gasp. Smiling up at her, Cadence smoothly took the shaft in her mouth, looking up at Lily as if asking for permission to continue. Rather than granting it, Lily pulled the princess back down onto her eager shaft, grunting as the pleasure pulsed through her throbbing veins.

"That's it..." Shining Armor groaned from the bed, stroking faster now. Lily looked up at him, groaning and writhing as his hand rubbed every bit of pleasure from his thick, sheathed cock. The sight was almost too much. Her hand pulled Cadence down onto her shaft, sealing her lips around the base as she smoothly started pumping strand after strand of cum into her throat. Moaning and twitching, Lily felt her desire build to a head, filling her senses with sweet pleasure as she came long and hard into Cadence's throat. The princess pulled away with a gasp, her lips curled into a smile, her chin dripping with saliva. Apparently Shining Armor had enjoyed himself a little too much, as he was cleaning up with his shirt. Lily had missed the show, her eyes were too busy trying to see the back of her head. Cadence slowly rose to her feet, winking at Lily as she turned to her cum-covered husband.

"Enjoyed that, didja?" She teased, pointedly pushing her shapely rear out towards Lily. Her husband nodded and stripped his shirt off, using it to wipe up the stray bits of cum he had dropped. Lily pulled her own shirt off and stepped out of her jeans, both Shining Armors now bare before a thoroughly warmed-up princess. They sandwiched her again, Shining Armor taking the front while Lily pressed her bare chest to Cadence's back. They swapped off kissing, eventually coming together so all three tongues met in a group kiss that sent shivers up Lily's back. She was hardly aware of it, but there was a soft warmth pressing into Lily's member, and it was gently moving back and forth. Blood returned to the half-flaccid member, slowly bringing it back to full hardness. It was only when her hands sunk low to the princess' hips did she notice what was missing... At some point, Cadence had stripped her shorts and panties off. That was a bare ass rubbing her shaft just now, and it felt remarkable. The pressure from the front told her Shining Armor was busy rubbing himself against her stomach and pubis. Both men were firmly sandwiching the princess' hips between them. Apparently, she was all too accepting of the action. Lily felt her skin quiver underneath her hands, even as her slender hips swayed back and forth. Before she knew it, all three of them were stretched out on the bed in much of the same position.

Needless to say, Lily was shocked when Cadence was suddenly pulled away from her. The princess now straddled her husband, one hand between them to adjust Shining Armor's throbbing shaft against her neglected center. Lily watched her hips sink, sliding him into her with ease. Curious what she should do, Lily sat there, her throbbing member still quite interested in the sight before her.

"Hey." Shining Armor panted, rolling his head to look at her. "I think she's got another hole for you to fill." Lily's eyes went wide for a moment, and Cadence smiled down at her husband.

"Oh, you devious little trickster you... Come on, then..." She teased, swaying her hips in a slow circle. The way Shining Armor arched his back, the effect that motion had was magical. Lily rose to her hands and knees, slipped across the thick comforter to behind the princess. She laid her hands on the taut asscheeks before her, squeezing them with a lewd smile before rising up and gently guiding her head into the dark space between them. She felt the underside of Shining Armor's shaft gliding into the wet hole underenath, used that to guide her head against Cadence's back door... The first touch of pressure stopped her swaying, and Lily didn't have to see to know her mouth was hanging open. She was remarkably wet, even this far behind her slick cunt was lubricated well enough. Another bit of pressure, and a thin moan escaped from the speared princess. Shining Armor adjusted so he could see Lily, gave her a nod of approval.

"Here goes..." Lily pushed forward, Shining Armor pulled her down, and Cadence cried out. Filled to the brim, both her holes speared with a thick, eager cock. "Ooohh... " Lily groaned. This, she hadn't been expecting... Cadence was not only familiar with anal, but obviously well-trained. Her soft, ridged walls were obviously well-cleaned and muscled, squeezing every inch of her shifted manhood. What's more, she could feel Shining Armor's shaft through the scant inch of flesh, both shafts rubbing against one another through the inside of the panting princess. Having the dominant position, Lily was the first to start thrusting, gliding her way in and out over the soft interior. Pleasure rippled through her in time with each soft thrust, and she was sure to move slow enough that Shining Armor could move at least a little, taking his own dose of pleasure from his filled wife. Together, both men thrusted in alternating rhythm, when one slid out, the other slid in, and then they switched, and each smooth thrust made the princess groan from the throat.

"Aah! Aah!" Her breathy pants became more airy, and much more frequent, as the two settled into a faster pace. She couldn't hold out forever. Lily knew the dangers of getting into sex without properly warming up, but Cadence was taking to it remarkably well. Seriously, had this married couple been THAT active in the short year since that fateful day long ago? Lily grunted and drove in nice and deep, burying herself to the base with each thrust into the princess' twitching ass. Shining Armor gasped when she sank low, grinding her hips against him to press against her pleasure button. Unable to last forever against two talented lovers, Cadence arched her back, mouth hanging open as her orgasm gripped her form. Both shafts buried deep within her, twitching around her flexing walls to keep her nice and loose.

"Oh FUCK," She groaned, weak arms barely holding her up. Shining Armor grinned and pulled out, slowly worming his way from underneath Cadence. Lily still remained buried in her rear, the flexing walls too tight to pull out just yet. Shining Armor, meanwhile, rose to his knees, twitching and glistening member positioned before his wife's mouth. Just like Lily had done before, her pushed a hand back into her hair, gripped the long strands, and pulled her mouth onto his cock. As she leaned forward, taking him into her mouth, her walls slid around Lily's manhood, drawing her out just a touch. He released pressure, she pushed back, and sank Lily in to the hilt once more. Lily knew the term for this position. Grinning up at Shining armor, they shared a high-five over the back of the groaning princess.

"Spit roast." They found their pace soon enough, Lily taking a few moments here and there to switch holes. Cadence was just as trained vaginally as she was anally, squeezing and rippling her walls over the pillar of man-flesh that glided into her nice and smooth. As a male, Lily was surprisingly resilient. She could last for a very long time without cumming, once the first orgasm was down. She had plenty of endurance, which remarkably enough, the real Shining Armor lacked. Either that, or he had magic. Lily was beginning to guess the latter. That is, she had seen him pull out of Cadence's mouth twice and stroke a spurting, wet orgasm all over her face in the short time they had been spit-roasting the princess. After the second, he slipped away, giving Lily a chance to pull out and give him access to her dripping, open holes. She went to recieve attention from Cadence's hungry, cum-dripping mouth, groaning as those skilled lips wrapped around her once more.

"Haah..." Lily groaned as Cadence used her tongue to buff her shaft clean of love juice, her face still stripping from the wet strands of cum. It was a remarkably alluring sight. It shocked her, then, when she jumped ahead from about halfway to her second orgasm straight to the head of pleasure. Caught between a gasp and a groan, Lily pulled out and stroked her orgasm straight onto Cadence's face, some strands landing in her open mouth, others adding to the ones already on her cheeks and chin. It was then she saw the glimmer in the princess' hands... She started wondering... Was it Shining Armor who had been training Cadence? Or the other way around?

"Aah!" She felt Cadence take her in once more, but what had caught her by surprise was the hand on her testicles. While massaging the soft sac, her hand was glowing, and a sense of flowing seemed to fill her nethers. Lily wondered what could be making that sensation... Then she realized... This was how Shining Armor could keep going... This was Cadence's talent. Lily was being re-stocked with cum, so she could keep on giving and getting orgasms.

"F-fuck..." Cadence's other hand was inbetween her legs, and Shining Armor had stilled his actions so he was buried inside of her.

"You guys..." Lily panted, feeling the tingle of sexual desire quickly return to her veins, "Must have had one helluva honeymoon..."

"Oh darlin'," Shining Armor groaned, his creamy deposit made. "You don't even know... We ruined five mattresses..." Shivering at the thought, Lily grinned down at the sucking princess, forgot about the hair thing... Glad she remembered, Lily smoothly pulled Cadence back down onto her shaft, touching the back of her throat and getting a delightfully erotic choking noise. "Oooohh, she loves it when you do that. Go on, harder." Shining Armor groaned, resting within his wife as he watched the sloppy blowjob. Drawing out and sliding back down, Lily pulled Cadence down until her shaft was pressed firmly into the back of her throat. The gag was remarkably loud. Cadence pulled away once with a cough, grinning up at Lily before opening her mouth again. Unable to resist, she pulled her hungry mouth down once more, impaling her cock deep within her throat. Shining Armor took the opportunity to take over his own pace, grasping Cadence's thin waist and driving himself deep into her over and over. Each thrust twitched Lily's head in her throat. It was almost too much to resist. In fact, she couldn't.

"Ngh!" Grunting, Lily came nice and hard into Cadence's throat, moaning as the muscle contracted, milking and swallowing every last drop. Cadence couldn't breathe, though, and pulled away halfway through for the last couple of strands to arc onto her heaving chest. She swallowed and gasped, her breath ragged as Shining Armor just kept pumping into her holes from behind. Lily let her breathe for a few moments before pulling her forward into a firm, tongue-filled kiss. The taste of cum inside her mouth was erotic, and her hands were already working at refilling her depleted sac. Shining Armor finished, pulling out and spraying several long, thick ropes of cum all over her back and ass, some of them sliding down her crack to dribble over both twitching, pleasured holes.

"Haaahh..." Cadence groaned as she broke the kiss. "I'm so lost... Which one of you is which?" She whimpered, looking between the two of them with a blush on her cheeks. Shining Armor and Lily shared a look before shrugging at the same time.

"Don't think it matters. Now, get on top of me." He laid out on his back, pulling Cadence on top of him. She obliged, stretching out and spreading her legs. Adjusting, he pushed into her rear, leaving her twitching cunt open for Lily, who was already rubbing her magically-recuperated member against those wet lips. This time, the dominant position would be paying attention to her pussy, and Lily was none too reluctant to let loose. From underneath, Shining Armor couldn't do a whole lot more than watch, but he appeared to be perfectly fine with that. Lily's orgasm came soon enough, both her and Cadence sweaty from exertion as she stroked the long, creamy bits onto her flat, twitching stomach. She and Shining Armor switched spots, Letting Lily recuperate with her still-hard member buried in Cadence's back door. Shining Armor let loose with a torrent of hard, accurate thrusts, making Cadence veritably scream with each one. Lily held her up with hands on her sides, keeping the twitching princess from falling onto her back as Shining Armor came.

Then something rather interesting happened... Lily felt the pressure relieve from around her shaft, but it was quickly replaced with something markedly more wet. And then she felt another shaft glide along her own. Looking around, she saw Shining Armor fiddling about, and Cadence was inhaling sharply. So the experienced princess was tight enough to squeeze a man with both holes, but could handle two in her front. Speared on two members, it was Cadence's turn to cum. Crying out and shaking, she squeezed both men firmly, her rippling walls massaging the two shafts together.

"Good..." Shining Armor groaned, stroking her cheek softly. "Do you like your birthday gift?" He asked softly, smiling at Cadence, who was nodding deleriously. Gently, they lowered her off to the side, both men slipping out with an audible sound. Cadence flopped over, her muscles twitching as she oozed and dripped and was generally just sexually pleased. Both Shining Armors slipped off the bed, admiring the sight with half-flaccid cocks.

"I think... We're HNN!" Lily started to say something, but was stopped as a pressure quickly built up in her nethers. Her cock automatically filled with blood once more, almost snapping to attention. The desire to fuck, to cum, to orgasm filled her entire brain, left her a panting mess. A quick glance saw Cadence with both hands aglow, stretched towards the twin twitching shafts.

"I guess Lily doesn't know..." She cooed softly. "About our finale?" Shining Armor, obviously more accustomed to the feeling, was at least able to speak.

"C-can you... Aah! Ngh, handle two?" He asked, watching his wife weave intricate magic that left Lily a panting, eager mess. She was positively dribbling precum, the slit at her tip oozing the thin liquid much more than it should have.

"I think it's about time we give it a try..." She teased. Smoothly, Cadence stood from the bed, padding into the middle of the room. She sank to her knees, thighs spread, mouth open, hands still glowing. As if by command, Lily and Shining Armor advanced, pricks jumping with their steps. Her hands, still glowing, rested on her tight ballsack, squeezing and massaging.

"Ready?" She asked, glancing between both of them. Lily felt like she was BORN ready for this moment... Panting and eager, she wanted so badly to cum, to release, to get rid of this immense pressure on her crotch. Smoothly, Cadence's hands rose to both the twitching cocks before her, stroking both of them in equal time. It took maybe five rubbing strokes before Lily peaked. Her first stream caught the princess in the eye, but they were both already closed. The second and third landed on her neck, the fourth on her cheek, and everything else dotted her chest. Shining Armor added his own creamy spunk to the load, spurting one long strand onto her forehead before the rest arced out. The sound of wet liquid splattering onto eager skin was audible throughout the room.

Lily felt the desire build up again. Wait, again? No way... She was sweaty and panting, but her muscles were strong. She was still eager, strong, and ready. A second orgasm approached, and quickly began covering Cadence with thick ropes of creamy cum. She watched the princess' face slowly cover with the thick strands, a copious amount of cum covering her skin. Shining Armor came once more, this time lowering his member to cover the underside of her perky breasts, her stomach... Cadence didn't even need to be touching them to impart her magic. She laid on her back, giving them both a tempting target. Filled with her magic once more, both men obsessively stroked a third orgasm all over her stomach and thighs, the gooey bits running down her crotch and onto the soft pink lips there. Completely tapped, both Lily and Shining Armor were left devoid of magic, and they both slumped down onto the carpet, muscles feeling the fatigue of three consecutive orgasms.

"Aah, fuck..." Lily grunted, barely managing to shift back to her own form before passing out. Vision filled with blackness, Lily slept without even a stir the entire night. When she awoke, Lily was clean, not sticky or sweaty in any way. She even smelled faintly of lilac. Stirring slightly, she felt the brush of sheets against her bare skin, and two warm bodies on either side of her. Then she became faintly aware of two pairs of warms wrapped around her, both bodies close against her front and back. Eyes slowly opening, she was greeted with the sight of Cadence's sleeping face. Shining Armor was behind her, and all three were completely nude. To Lily, it was a surprisingly comforting experience. Deep down, she didn't want it to end, so she closed her eyes, nustled into the covers, and let relaxation soothe her muscles.

"THREE DAYS?!" Lily repeated the statement for what felt like the fifteenth time. "You have GOT to be kidding me!" The shocking revalation had came to Lily from Cadence over breakfast. "There's no possible way I've been asleep for three days."

"You're right," She said, smiling softly as she sipped at her coffee. The three of them were still nude, enjoying breakfast together. "You, me, and Shining Armor have ALL been asleep for three days." Lily blinked, her chest heaving. She didn't know if she was angry for missing work, glad that she had rested so much, or in shock from the amount of time lost.

"That can't possibly be right..." She muttered, slowly taking a seat at the breakfast bar. Shining Armor turned from the stove with a griddle full of omlette.

"Well, it's technically been three days, five hours, twenty-seven minutes, and..." He paused, head bobbing slightly as if ticking away seconds. "Fourty-THREE seconds." He happily started shovelling omlettes onto plates, using the edge of the spatula to cut them into three portions. Lily grasped a nearby fork and began eating slowly, feeling starved but not rushed. Three days?! That's incredible. These two were incredible. That whole night had been incredible. But three days of missed work? Lily didn't know if it was worth it or not. Cadence and Shining Armor shared a kiss before starting to eat their own meal. Finished with two omlettes, three glasses of milk, and a beagel, Lily felt comfortably full.

"Aah... So, are you staying to cuddle a little longer?" Cadence asked once they had finished, wiping crumbs off her bare breasts. Lily watched, entranced, before shaking her head back to reality.

"I'm afraid not... Three days is a long time to be away without warning. I need to be getting back..." She sighed and offered a brave smile to Cadence. "I do hope you enjoyed your birthday present." The princess smiled between Lily and Shining Armor before picking up her coffee mug and taking a long sip.

"I daresay it's the best I've had yet." Shining Armor offered to show her out, though she and Cadence shared a hug and a brief kiss before leaving. Shining Armor stayed well away from the windows as Lily shifted into Samantha Sunrunner, clothes and everything.

"I still don't understand how you can do that..." He muttered, eyes pointedly staying on Samantha's large chest.

"What, shift with clothes on?" Lily said, lifting the hem of her dress slightly. "Changeling lieutenants have outfits for each person they shift into. See, since I left my clothes back in your room, the next time I shift into you, I'll be nude. I'll have to dress once more, and then when I shift into someone other than you, I'll have those clothes stored away. Chrysalis mentioned something about 'Temporal Storage' or something, but I don't quite understand the finer points. I like to think of it as having different outfits for different people. That, and the magic works in a sort of way with whatever clothes I currently have on... It's all intricate and difficult to explain, and I'm sure you'd be able to find out more than I ever would be willing to know with a little research. Anywho, I must be going." Shining Armor listened intently, smiling once she started walking towards the door.

"Oh, wait!" She turned around right as he pressed against her, lips mashing together firmly. In this position, with the way she was shifted into Sam, she tensed almost automatically. When he pulled away, it was with a devious smile.

"Had to give you my payment one way or another." In the hazy aftermath of the kiss, Lily was weak and could barely manage to nod as she slipped out of the door. She took off, vaguely headed in the wrong direction to get to Maggie's before shifting her bearing. Flapping slow and flying high, Lily enjoyed the stiff breeze and sights of early-morning Canterlot before a slight irritation caught her attention. Scratching at the small of her back, she felt a rectangular obtrusion pressing into her skin.

"What the hell?" She groaned, fishing it out. It was an envelope, still dancing with slight traces of Shining Armor's magic. Scrawled across the front was one word: Payment Smiling, she returned to Maggie's, walking through the front door just as she shifted back to Lily.

"There you are!" Maggie cried, flying forward to wrap her arms around Lily. It was then she remembered that all she had told Maggie about her contract that night was she was making a house call. Gone for three days, the girls probably assumed the worst.

"We thought you were gone! Or worse!" She cried, on the verge of tears. Some girls were openly crying from relief. Lily brandished the envelope triumphantly, grinning as Maggie took it carefully. "Payment?" She asked, looking up. Lily gestured and Maggie smoothly popped the glued seal. Drawing out a check, she scanned the name, and then the amount...

Lily had never seen a pair of eyes go wider in all her life. That, and signed on the memo portion of the personal check, was a note.

Happy Birthday

Miscalculation

------------------ Request Chapter: (Oh God, why am I writing this?) ------------------

The following takes place some place in time after "Birthday Gift" but before "Special Delivery."

I'm warning you now, this chapter has some VERY odd kinks, including futa/dickgirl, pregnancy (Or the appearance of), and excessive cum. You thought the Shining Armor/Cadence chapter had a lot of cum? Think again. And read at your own risk.

Lily was shaking. Not like, cold shaking or even fear... But physically being shaken from an outside source. She managed to fish an arm out from underneath the blanket and bat at whoever it was. "Mff. Go 'way." She groaned. It felt like she had had maybe two hours of sleep so far. Maybe more than that, but it didn't feel that way...

"Lilyyyy! Get upp!" The insistent, nagging voice was familiar. A sort of familiar she wasn't used to hearing. Eyes fluttering open slowly, she fished her head out from under the thick comforter, the chill air making her loathe ever having left the warm heaven of her blankets. Bleary eyes focusing at long last, she saw none other than Twilight standing before her, arms extended and hands on her shoulder.

"The fuck?" Lily groaned, blinking and rubbing sleep from her eyes.

"Get up, come on! I can't show you here, it'd be too messy." Lily groaned and rolled back over.

"Shut up and go to sleep, Twi..." She muttered with a yawn. "If you came to sleep at all. If not, it can wait until morning..." She shivered from the cold now as the blankets were yanked away from her prone form. "Oh, you bitch..." She mumbled, curling up against the cold winter air.

"This CAN'T wait until morning, and I didn't come for sleep! Now get up, or so help me I'll haul you to a different room myself! Or even worse, I'll do it here!" Lily rolled over and glared at Twilight, saw something that made her breath catch in her throat.

"Woah... Woah! Okay, let's go..." Lily sat up, taking a moment to stretch. She felt awake now, and the sight of what Twilight had to show was making her worry. They quickly padded thorugh the building, down into the guest rooms. Picking one nearby with a fireplace, Lily slipped in and started a fire. Twilight helped with magic, and together they slowly warmed the chill room.

"Okay," Lily said softly, going to lock the door. She turned back to Twilight with a slight blush, looking at the flustered magi. "You mind telling me why you have a dick?"

"Something went horribly wrong!"

"Obviously." Lily groaned, looking down at Twilight's exposed crotch. Where she would normally be sporting a thin strip of trimmed purple hair, Twilight instead had a throbbing, massive erection, clearly out-of-place on the Magi Lily had pleased before.

"Shining Armor and I were practicing a spell, he was teaching me a trick he and Cadence used. Well, I got the fourth invocation wrong, and... and... THIS!" She grunted, flicking the shaft. It bobbed back and forth lewdly, twitching and oozing what Lily could only guess was precum.

"So... I mean, thanks for telling me about it, I'm glad you trust me and all... But you don't expect me to..." The sheepish look on Twilight's face said otherwise. "No..." She stepped back. "No way, it's like... Six in the morning! No way I can help you out here!" She started backing away. Twilight raised a hand to the door, hand glowing as she traced an intricate pattern. Hoping to beat her, Lily whirled and went to pull open the door, but was flung backwards as the spell was put in place. She landed five feet away, tumbling a little across the open floor. Winded from the fall, she was quickly pinned by Twilight, rubbing her newly-made shaft on Lily's stomach.

"There's no other way. Cadence was on her flow, Shining doesn't do anal, and I don't know ANYbody else. Come on, Lily, you gotta let me..." She whimpered. There was hurt in those eyes. Lily panted, trying to catch her breath as Twilight rubbed her cock onto Lily's stomach.

"F-fine... Jeez... Lemme get warmed up, at least..." Lily felt Twilight release her wrists, slipping off of her. The magi quickly started stripping, throwing clothes about the room as she fought to get rid of them all. Meanwhile, her bouncing man-cock oozed even more precum, dripping to the floor. Whatever enchantment it was, it was making her wetter than even Lily when she was aroused. Working quick as she could, Lily slid a hand into her pants and began probing her own core, poking and rubbing until she felt wetness respond to the touches. Feeling heated, she pulled her clothes off, thankful the fire was making the room much warmer. Now nude, she spread her legs and slid two fingers in, exploring her wet canal with a low moan.

"Ready yet?" Twilgiht asked, hopping side to side like a child that had to use the restroom.

"Y-yeah... Come on." Lily said, pulling her fingers out. Twilight gave a squeal of delight and damn near collapsed atop Lily, her bobbing manhood slapping her thighs in excitement. "Calm down, you're gonna rip me apart if you go that fast..." Lily whimpered, still slightly winded from the fall earlier. Twilight frowned sympathetically and started rubbing her head against Lily's lips. The precum spread, making things a hell of a lot easier. Seriously, there was a ton of it... Lily watched her head spurt just a tiny bit onto her stomach, the underside of her slick shaft spreading lubricant into Lily.

"There. That should make it easy enough. Here I go!" Gasping, Lily felt Twilight invade her roughly, driving that thick shaft all the way into the hilt.

"Aah! Fuckin', hell, Twi! T-take it e-easy-y!" Twilight started thrusting right away, driving into Lily hard and fast. Lily felt the pleasure and pain mingle equally, the rough invasion spreading her apart as Twilight veritably raped her. Shivering and whimpering, Lily felt Twilight drive deep, finally stopping as her twitching man-cock unloaded a massive orgasm deep into Lily's aching hole.

"There! Happy?!" Lily grunted, pushing Twilight off of her. The cock slipped out, spraying droplets of cum and wetness all over as Lily got to her feet. She was dripping thick streams of release, most of it oozing onto her thighs, but some of it plopped thickly onto the carpet. Twilight, on the other hand, was still rock-hard. She looked up at Lily, whimpering slightly. The look on her face... Lily stopped when she saw it.

"Lily..." She groaned, chest heaving as her member twitched, still oozing white cream.

"Twi, is it really bad?" Lily asked, feeling bad now... She thought Twi was giddy to try out her new attachment... It never struck her that the poor Magi was actually in pain... Twilight nodded and hesitantly rose a hand to her chest.

"It feels like my heart's running a hundred miles an hour... It started really badly when I was halfway here... I... I'm scared, Lily..." She whimpered. Feeling sympathetic and more than her fair share of bad for treating her friend so roughly, Lily gently padded across the carpet, sinking to her knees in front of Twilight.

"Relax, okay? Just tell me what you need." She said, taking a more serious approach. Twilight had a problem, and Lily was her only solution. Twilight smiled thankfully, her hand falling to stroke the shaft gently.

"I th-think I just need to... To get it all out..." She glanced down at the mess oozing out of Lily's center still. Gulping softly, Lily wondered if this was linked in any way to Cadence's spell that had her and her husband cumming three times in a row without feeling any fatigue, that constantly replenished their seed... Shivering slightly, Lily's hand replaced Twilight's on the shaft, stroking smoothly.

"J-just get it all out, right?" She whimpered, admiring how hard the slippery flesh was underneath her grip. Twilgiht writhed and nodded, obviously feeling the pleasure. "Does it feel better when I touch it?"

"So much... If... If I could fix this by whacking off, I would have, trust me..." Twilight whimpered. "I can, but it doesn't feel good, and it doesn't seem to help... Even just that one, I feel... I feel like I can stop shaking now. Please, Lily, just a few more? I... I can pay you."

"Shush." Lily pressed her finger to Twilight's lips. "This is for a friend in need. I'll do anything it takes, okay?" Giving a thankful nod, Twilight just clenched her eyes and flexed the muscles into Lily's hand. Stroking faster, she worked the lubricant up and down the uncircumsized shaft, the sheath not even helping as much as the copious amount of liquid Twilight was secreting. Lily made a mental note to have her drink water to avoid dehydration.

"Lily! Gonna cum!" Twilight grunted. Shocked at how soon, Lily could hardly put her hand over the slit as Twilight began spurting thick ropes of cum. If she hadn't, Lily didn't know where they would have ended up. She marvelled at the sheer amount of gooey cum Twilight began spurting, the streams ricocheting off her hand and onto her stomach, breasts, and thighs. Lily watched as it spattered onto her skin, leaving long, sticky trails as it oozed downwards to the floor.

"Seriously!" Lily groaned, watching Twilight ooze the last few droplets. "Come on... I think we need to move to the shower. This looks like it's going to get messy." She pulled a shaky Twilight to her feet, a trail of cream following them to the joining bathroom. As a policy all restrooms were fitted with markedly larger showers, in case the company wanted some more wet fun. This one in particular had a bench along one wall of the shower, and a large tub just in case. Lily guided Twilight into the shower, thankful her friend was at least walking normally now.

"Aah... Cold..." Twilight whimpered as her feet pressed into the tiles.

"Here..." Lily turned the water on hot, steam quickly billowing into the bathroom. Twilight sighed and nodded, stepping under the water to rinse off the cum. Gently, Lily pressed against her back, hands circling her slender waist. "Want some help?" Twilight nodded as Lily stroked her yet again, somewhat enjoying herself. The pain had awoken her, the pleasure had aroused her, and the dire situation made her eager. She was feeling just fine now, ready to please and be pleased by Twilight. Granted, the method was messy and a whole lot of uncomfortable, but Twilight was in need. This enchantment had to be simliar to Cadence's spell... Twilight came again, crying out as the thick streams of cum arced into the tile, covering the walls with her release. Lily gently stroked her, holding her body up as she slumped into Lily.

"Lily..." Twilight groaned, finally returning to her feet. Her member was still rock-hard, but had stopped oozing precum. Now, it just seemed like a normal erection. "I feel better now. We're doing it right. Please... Can I put it in again?" Lily looked deep into Twilight's eyes, noting the desperation that was so apparent just a few moments ago. Twilight really wanted this thing gone. Truth be told, Lily wanted to help her get rid of it. But she was starting to look forward more to the getting rid of part than anything else.

"Here." Lily wiped a stream of cum from the wall, pushing it against her still-oozing lips and smoothly lubricating her core. She bent over, hands on the bench and her ass thrust forward. "Put it in, Twilight... Fill me up, okay?" She said softly. Twilight swallowed and gently rubbed the head against Lily's sensitive core, parting her lips and opening her walls up. Holding her breath, Lily felt that head press her apart, much more gentle than last time. Still, Twilight had inadverdently cast it so she was a fair bit more gifted than your average man. Lily felt stretched and filled, more so than usual. Groaning and curling her fingers, Lily felt Twilight start to thrust slow and gentle into her tight hole. The running water fell inbetween them, warming her crotch, making Lily focus on every last inch of that truly magical cock.

"Can I c-cum... Aah, inside?" Twilight asked, sliding in deep. Lily could only manage a nod, her walls flexing powerfully as Twilight started to cum. Lily could feel the liquid slowly fill her up, and since Twilight had buried herself deep within her dripping hole, Lily felt the pressure build on her cerevix.

"T-twilight..." Lily groaned, feeling the first liquid enter her most deep hole. "You're... You're filling me up... I'm... I'm gonna burst if you cum again inside..."

"You can handle it..." That cold tone sent shivers up her spine. She glanced back at Twilight, saw the glow in her hands. That glow left a tingle inside of her, and she slowly felt the shaft inflate.

"NGH! Twilight! Stop... Stop growing, you're gonna... Aahn!" Lily couldn't even finish that thought. Feeling Twilight's shaft spread her apart more and more was making Lily shiver, pleasure more than pain running through her. "Cum-ming!" Lily panted, feeling her walls twitch in the first orgasm she had had yet. For Twilight, it was her fourth. Lily wondered how many more she was going to have to take...

"Here we go again!" Twilight's voice was still cold, but held an odd sense of childish delight as she started thrusting once again, sliding that massive pillar of flesh deep into Lily's cum-packed hole. She had to shift to accomodate, that, and part of Lily didn't want this depraved act to end. Knees shaking with the force, Lily took each thrust from that massive cock, each one pressing more and more cum into her cerevix. Twilight grunted and unloaded again, this time pouring thick streams directly into her womb. Lily groaned and flexed, squeezing and milking the massive load along. She felt her stomach begin to fill up, making her feel as full as if she had just eaten a rather large meal. Twilight sighed and pulled out, panting as her twitching cock showed the first signs of flagging. As the stray bits of cum began oozing out, though, Twilight's arousal returned. Lily grinned and turned around, beckoning Twilight forward. Happily, she advanced, sitting on the bench at Lily's insistence. Smoothly, Lily straddled Twilight, having to actually stand on her feet and crouch low rather than on her knees as she would have preferred. Still, this was for a friend.

"Lily, I'm..."

"Shh... Let me..."

"No, I'm gonna cum again..." Lily blinked.

"Again?"

"Y-yeah..."

"Then let it go." Twilight looked up at her, her eyes wide. "Cum as much as you need, Twi... Truth be told, I'm kind of enjoying myself..." She blushed from embarrassment, her shifted walls readily accepting Twilight's manhood. She was loose, much more loose than she would have preffered, but Twilight had the girth to accomodate... And the swirling feeling of cum in her stomach was rather satisfying, Lily had to admit... Twilight grunted and lifted her hips, driving the head of her member directly against Lily's cerevix. She felt even more cum pump into her, the thick streams filling her womb to capacity. She felt a stretching, like she was slowly being filled. Glancing down, Lily saw with a small bit of horror her tummy was actually beginning to bloat... How much cum was Twilight pushing into her? Shivering and kissing Twilight's neck, Lily took it all, shifting when the load became too much to bear. That, and keeping it in her womb was keeping any cum from spilling out as she slowly stood. Twilight grunted, her eyes travelling over Lily's distended stomach.

"You look... Like you're pregnant..." Twilight panted. Lily ran a hand over the swell of her belly, grinning softly.

"Only for you, Twi... I've got all your cum inside of me. Come on let's finish this." She said softly, running a hand down to her oozing pussy. Twilight's member inflated for what Lily hoped was the last time, and this time, it was Lily's turn to sit on the bench. Twilight settled inbetween her spread legs, guiding what was easily a foot-long shaft into her friend's waiting hole. Lily took it in all the way, Twilight groaning as she started sliding in and out slowly. Lily lost track of time. She wasn't sure if hours had passed, or just minutes... Hell, it could have been a week. She and Twilight shifted positions from that to missionary on the floor, cowgirl where Lily rode Twilight, scissored, doggy-style, and even one where Twilight held her in the air with magic, feet dangling off the floor. Lily felt Twilight's manhood marginally recede, leaving more and more space within her. She had to fight to make a conscious effort, shrinking herself around Twilight whenever the gap between them became too big... When Twilight had a moderately-sized cock, not as thick and only six inches long, Lily slid her out with a sickeningly wet shclick, her hand taking the shaft as she fell to her knees.

"Come on, Twilight." She panted, skin a mixture of sweat and hot water as she stroked Twilight's diminished manhood. The bulge in her stomach was akin to an 8-month pregnant woman, big and unsightly, and Twilight's cock was pulsing rapidly.

"G-gonna cum!" Twilight gasped, her stomach shaking visibly. Lily stroked hard and fast, her hand squeezing the shaft as Twilight reached her peak.

And what an orgasm it was. Lily didn't get to see much past the second gushing spurt, and barely managed to close her eye on time when it arched towards her face. Feeling the strand land almost directly against her closed eyelids, Lily kept stroking, feeling even more thick ropes of cum arch out and land on her. Where a normal orgasm would last six or maybe even five squirts before ending in an ooze, Twilight flexed well over twenty spurts of cum, each one spattering onto Lily's skin with lewd noises, the creamy texture covering her frontside. It oozed over her breasts, landed on her distended stomach, dripped all the way down to her crotch, to her pulsing womanhood... Lily kept stroking until the shaft was done, and even more. Still spitting and oozing, her arm was relentlessly whacking her off. Twilight breathed heavy, mouth open and ragged as the erection attached to her front began slowly, marginally receeding... Three inches, one... Now just a nub of flesh on her pubis, and now... Lily's fingertips rubbed Twilight's trimmed bush, nothing but soft hair and a perfectly feminine pair of lips remaining.

"F-fuck..." Twilight groaned, sitting on the bench. Lily turned into the stream of water, began fishing the sticky strands of cum out of her eyelashes so she could open them again. It took a while, but she managed to buff it out enough to see again. She was going to need a really prolonged scrub if she was going to get all this...

"Don't just sit there, Twi, get to helping..." Lily groaned, wiping sheets of cum off her frontside. Chuckling, Twilight grabbed a rag and started rubbing soap into it, scrubbing away the sticky, buffed skin where Lily removed the bulk of it. "Ugh, how am I going to get it out of my stomach?" She groaned, feeling Twilight rub away the sticky film her own fingers couldn't remove. Twilight chimed in, focusing on a particularly stubborn bit on Lily's shoulder.

"I know a spell for pregnancy... We could try it?" Lily scoffed and fished cum out of her belly button, which seemed on the verge of turning into an 'Outtie.'

"Not to say I don't trust your magic, Twi..." She glanced down at the woman's crotch pointedly. "But I don't trust your magic." Twilight chuckled and moved lower, scrubbing Lily's sides.

"I'm fine now. And truth be told, it was a very complicated spell. I was... Well, I was trying to give Shining Armor a second cock... Apparently Cadence has a taste for double penetration since her birthday." Lily smiled deviously as Twilight finished and moved on to her round stomach.

"Well... I know you're Celestia's pupil... Emphasis on pupil. Have you used this spell before?" Lily asked, looking down at her own swollen belly. Even shifted to accomodate the massive load of spunk, it still felt tight and uncomfortable. She grimaced and watched Twilight's hand follow the rise and fall of her stomach.

"Yeah, twice before... It's really easy, actually. Just open the cerevix and dilate the labia, and it comes right on out. The only problem being it takes a few hours to tighten back up. If you planned on working this evening, I wouldn't..." Twilight sighed softly. "I'm sorry for being so bothersome... I wouldn't have gone to anyone else before you, though..." She admitted with a flush. Lily patted her thigh, thankful she wasn't the subject for Twilight's crazy-insane desires anymore.

"It's fine, Twi. I'll live. Come on, let's finish cleaning up and we can get your cum outta me." She and Twilight set about to cleaning, shampooing, and scrubbing, though Lily saved her own vagina for last. If Twilight was right, she was going to need some time to recover... When time came to cast the spell, Lily sat on the bench and let Twilight lay her hands on her swollen abdomen. The magi's hands began to glow, and Lily felt a sort of tingle, and a shift inside of her.

"I'm dulling your nerves so the passage isn't that pleasurable. If it's too much, you'll orgasm and flex again. This isn't childbirth, it's just viscous liquid, so it won't hurt a bit. But we're trying to get it out, not keep it in, so no orgasms for you." Lily nodded and felt the first bit begin to ooze over her thigh.

"Uuh, Twi?" She asked.

"Hmm." Twilight was focused.

"How... How MUCH did you cum inside of me?" The trickle intensified.

"About..." Twilight pulled her hands away, a glow remaining behind as she peeked inbetween Lily's legs. "Oh fuck..."

"What?" Lily asked, looking down. Twilight stopped her, covered her eyes.

"You... You don't wanna see." She giggled softly, watching interestedly as Lily felt the muscles shift around inside of her, slowly deflating. Over it all, the sound of something else came to her ears... It was...

"Twi?"

"Yeah?" Her voice was breathy.

"Are you fingering yourself?" The sound stopped.

"Y-yeah..."

"You're gross."

"It's arousing."

"I wouldn't know... Ugh, is it done?"

"Not even fuckin' close..." The sound resumed, and Twilight's heavy breathing could be heard over it.

"Twi?" Lily asked after a while.

"Hmm?"

"Let us never speak of this again."

------------ Notes from the Author ------------

I'm sorry.

I'm so very sorry.

*Edit*

Oh sweet Celestia, I'm so very, very sorry T-T

Ebony

-------------- Request Chapter: Zecora --------------

The following takes place after "Miscalculation" and before "Special Delivery."

Since I can't rhyme, I'm going with a shitty plot device to avoid getting Zecora to talk.

This from the author who wrote an almost-published English Sonnet written in Iambic Tetrameter.

THE STORY!

Lily stretched her muscles as she rolled over in the rushing night air. Whoever had made this request was really pushing the boundaries of Lily's request-based business. Honestly, coming all the way out to Ponyville? Lily was glad she had hired an avian security team to help her out from Ponyville station to the address... Only, the address was the local post office. Lily heaved a sigh as she and her burly escort landed with a flutter of wings and a stiff wind. Lily saw, to her surprise, there was a light on inside...

"Huhn." Lily approached, but was stopped by her escort.

"Let me go first." He said gently, smoothly slipping ahead of her. He was so graceful for such a big man... He tested the front door, found it open, and smoothly ducked inside.

"I'm sorry, sir, but the post office is closed for the night. I'm afraid I'm waiting for someone very specific." The gentle voice of a woman wafted through the open doorway as her escort slipped inside.

"Oh? Whom might that be-" The door closed behind him, leaving Lily waiting in the dark street. She shivered and rubbed her arms. Ponyville winters were harsh. Flying hadn't made anything easier. She marginally returned warmth by hopping back and forth, rubbing her arms, and breathing the chill, stinging air deeply. It hadn't snowed yet, but that didn't mean things weren't frosting over. Lily was glad she remembered a heavy coat, despite how awkward it had made flying from the platform.

"Come on in, Miss Lily." She turned her head to the once-again open door, smiling as her escort ushered her inside.

"Sorry for the confusion, miss." The postal worker said, flushing a little. He had his back turned to her, as he was pulling open filing cabinets against the far wall. "I hadn't realized how awkward this might seem to you. We normally wouldn't go to such lengths to deliver such a thing. But this was a rather rare case. Miss Zecora was intent that you recieve it, despite us not being allowed to ship it." Lily blinked. Zecora? The sultry herbalist that had helped her seduce Twilight with some choice herbs and a key bottle of Chloroform? Lily swallowed and remembered that she had all but forgotten about the ebony woman and her deed. Lily had intended to touch base, but in the aftermath of all that had happened, she had nearly forgotten.

"Allow me." Her escort took the paper-covered package from the mail clerk and proceeded to delicately open it. Being from Zecora, Lily doubted it had any malefic intent... Still, though... One could never know when dealing with the ebony woman. "It's... A flower?" He said, opening the top. Lily blinked and looked down at the slightly-wilted herb laying in the cardboard box.

"It is... So, wait... You guys don't ship flowers?" Lily asked. The postal worker grimaced.

"That's no ordinary flower. Post office regulations, we're not allowed to ship drugs of any sort."

"Drugs?" Lily asked, still unsure what he was talking about. He held up a finger and walked to a nearby line of books on top of a set of filing cabinets. Pulling one thin book from them all, he flipped through about half of the pages before setting it on the counter, turned around so Lily could see what he had pointed out.

"That flower, is Hibiscus Coitus. A very powerful aphrodisiac. We aren't allowed to ship them. Zecora seemed adamant that you recieve it, though, so I agreed to hold on to it for you. Hence the call." Lily's brow drew down for a few moments as she scrutinized the color picture against the flower curled in the box. Indeed, her avian escort seemed less-than-happy to be holding it now that he knew what it was. She had, indeed, recieved a call... The poor person on the other end of the line just told her she was requested to come to the address. Lily hastily scrawled it down and had run it by Maggie.

"Probably just some rich millionaire in his winter home, wants some company. Make sure you charge extra. And hire some security, you never know what could go wrong in a place like that." She had said off-handedly, promptly giving Lily permission to go to the address afterwards. What had seemed like a very long shot was slowly turning to a very unique and interesting experience. Lily closed the book and sighed.

"I'm sorry for the trouble, but thank you for holding on to the package for me."

"Not at all, ma'am. Is there anything else you'll need from the post office?"

"This late at night?" Lily smiled and shook her head. "No, thank you. But if it's Zecora, I don't see the need for any additional security. Thank you very much for your help, sir." She said, turning to her escort. "You were very helpful, and put my mind at rest."

"Are you sure I can't at least take you to your next destination? I'd hate to leave you alone on a cold night." Lily tapped her lip for a few moments, thinking.

"Zecora DOES live in the Everfree forest a little ways... It'd help to have someone around to help. Thank you." She turned to the postal worker, shaking his hand warmly. "And thank you. Have a good night."

"You too. Beware the parasprites!" Both of them cuckled as they took to wing once more in the street, the chill, biting wind embracing both of them once more. Lily banked towards Everfree and flapped hard to gain momentum. She and her escort soon left Ponyville behind and flew over the forest. Lily followed the path she had taken long ago as Tobias, back when things were much different. Her escort held the now-closed box with the flower in it. She spotted a thin plume of smoke trailing up from the trees, and slowly began her descent...

They landed in a small clearing in front of a very warm-looking cottage, the smoke rising from a makeshift chimeny in the roof. Zecora lived very minimally... The simple cottage was small, just as Lily remembered it, hardly enough for three, maybe four rooms.

"Thank you again, kind sir." Lily said, taking the box from her escort. He nodded stoically, and she couldn't help but at least give the big guy a peck on the cheek. He flushed at that, smiling and rubbing the back of his head. "Your payment." Lily said, shuffling through her pockets until she produced an envelope. He accepted it gracefully, tucking it away without even counting it. He had good business manners.

"Are you sure I can leave you alone here?" He asked, eyeing the woods warily. Lily smiled and patted his arm.

"I can trust Zecora. At least, I think I can." Lily blushed at the thought of the aphrodisiac she had in the box under her arm. "But I doubt I'll be in any real harm here. Thank you, very very much, but I'm fine here. Trust me, if I ever have need of anything again, I'll be sure to call your company first."

"Right. Well then." He straightened and spread his wings, but paused before flapping away. Quickly, he wrapped Lily in a tight hug, thoug he was careful not to crush the box. "Be careful." He muttered soflty to her before taking wing. His departure left Lily's hair ruffled, but she wore a warm smile as she ascended the short steps up to the front door. Hesitantly, she stripped her glove off and knocked...

The door opened without another sound, revealing the sultry black herbalist in the doorway. Her smooth, dark brown skin melded almost perfectly with the flickering shadows inside her own cottage. Wordlessly, she swept aside, welcome Lily into the warm home. "Hey, Zecora..." Lily said, feeling slightly awkward as she stepped inside. The door swung shut of it's own accord as her hostess crossed towards a flickering hearth. Lily saw she had tea ready. After a chill night out flying about, she could certainly use a cup to warm herself. Zecora poured two cups and handed one to her guest just as Lily pulled her coat off. Trading tea for coat, they shared a smile. Zecora smiled even wider when she saw the package with the flower inside.

"Oh, that." Lily said softly, smiling. "I guess you wanted me to stop by after I picked it up?" Zecora nodded with the same wide, warm smile she had. Lily wondered why she hadn't spoken. "Well, I'm here. What did you want? I mean, if this is because I haven't seen you since last we spoke, I-" She stopped as Zecora waved her off, looking like it truly didn't matter. Her wild white-and-black hair swayed around her face as she spoke, and the clean white of her teeth was a stark contrast to the rest of her smooth, dark skin. Zecora truly was a beautiful woman... It seemed Equestria had no shortage of them. They came in all shapes and sizes. And colors, apparently. "No?" Lily wilted slightly. "Is it just because you missed me and wanted to see me again?" A teasing smile is all she got as Zecora waved her hand side-to-side. 'Kinda.'

"Hmm... Did you need something from me?" Zecora nodded enthusiastically as Lily guessed right. "Why aren't you talking, anyways?" Lily watched as Zecora arched her eyebrow. Realization dawned on her. Lily blinked once. "Because you can't talk." With a sad sort of serene smile, Zecora nodded and went back to sipping her tea. Lily swallowed and fell silent as they shared the remainder of the tea. Zecora, despite her predicament, seemed perfectly happy to enjoy the rest of this cup. Lily's eyes began to adjust to the low, flickering light from the fireplace. Zecora's home was sparsely decorated in the way of furniture or trinkets... Instead, the interior of her home was a rather exotic display of plants, herbs, and spices. Racks hung from the cieling with dried or drying herbs clipped to them, and any flat surface that wasn't the table they sat at or one particular section of a nearby counter was completely covered with pots, planters, and in one section of another low counter, an entire miniature garden.

Zecora was wearing something almost completely out-of-place for the chill early months of winter. Her light, skimpy top bared her long, sinuous arms, and seemed to stop just short of the top of her pants, exposing a tight, muscular core. The top of said pants hugged her hips nicely, and stopped just below the knee. From what Lily could see, she was very well-toned and barefoot. A very beautiful visage. Lily couldn't help but let her eyes wander over the tight curves of Zecora's body. She got a decidedly lecherous gaze in return.

"S-sorry," Lily muttered, flushing slightly as she looked down at her nearly-empty cup. She was surprised when those long, thin fingers curled around her chin, gingerly lifting her gaze back into the ebony herbalist's almond-brown eyes. She wore a soft smile, one full of understanding, and unless she was mistaken, a little bit of desire. Setting her own tea dregs on the table, Zecora beckoned Lily over to a nearby counter. Sweeping some plant leaves aside, Lily followed Zecora's gaze down to nothing other than an open book. Blinking slightly, Lily watched Zecora tap the beginning of a passage in the book, the text large and easy to read in the warm light of the fireplace. Lily leaned in and read.

The powdered root of the Lockjaw plant and the ground leaf of a Tongue-Twister vine can be blended into a fine dust, which will make a unique mixture native only to the north-western areas of Equestria. Known as "Mandible," the powder has the power, upon inhalation or ingestion through food, to restrict speech indefinitely. There are no other known side-effects to the mixture, and the cure is easily found, if a long distance from it's origin. Soaked Watercress and a duckling feather can be enchanted by a magi, and combined with Fire Salts from the eastern plains to make a powerful relaxant, which immediately dispels the effect of the powder. If none of these cures are available, a trickier and admittedly more dangerous cure resides in the essence of a changeling and one phoenix egg shell.

Lily blinked as she read the last bit. With a smile, Zecora gestured towards another nearby portion of the counter. To her surprise, Lily saw an almost-intact shell, bright red and fading to a lighter yellow near the crest. Only the spiderweb-like pattern of very thin cracks betrayed that the shell was anything but whole. Lily looked back at the almond gaze of the woman before her, getting it suddenly. "You need..." Zecora reached out and layed her hand flat on the slope of Lily's breast, smiling as she rubbed a small circle into Lily's skin. She swallowed hard.

"Zecora, I... I don't know if I can pull my own essence out..." She was stopped as she held up another finger, smiling. Lily watched her walk away towards a doorway shrouded with what looked like an animal pelt. She couldn't help but watch the sway of her hips, the seductive back-and-forth motion coming almost naturally to the exotic woman. Lily swallowed once she slid out-of-sight, feeling suddenly uncomfortable in all her layers. She pulled her sweater off, leaving her in a T-shirt before the fire, leaving the fabric hung with her coat near the door. She still wore two pairs of pants, though, and her legs were slowly growing warmer than they ought to. She kicked off her heavy shoes and unzipped, at least freeing the fabric around her waist.

Zecora returned then, her right hand looped through the curled handle of what appeared to be a pair of tongs. Lily arched an eyebrow as Zecora raised the unassuming-looking metallic contraption inbetween them. She arched an eyebrow questioningly, and when Zecora bobbed the tongs towards her, she caught on. Indeed, the edge of the simple device appeared to be inscribed with some arcane symbols. Lily stepped closer, letting her arms drop to her sides. Zecore smiled and used the tongs to lift the hem of Lily's T-shirt.

"Off?" Lily asked, flushing a little. Zecora nodded serenely, her eyes betraying perhaps a bit too much understanding at Lily's predicament than anything. Lily, not one to deny Zecora help, pulled her shirt up and off smoothly. Zecora looked her chest over, frowning as she spun the tongs in a tight circle around Lily's breast. "Bra too?" Another nod. Hesitating just a second, Lily shrugged out of the shoulder straps and reached around to pop the mettalic hooks. Zecora gave a smile that was neither lusty or understanding... Indeed, it seemed to be trapped halfway between. Lily's breasts bounced slightly as she bared them, thankful the small cottage was warm. Hot, even... She felt sweat break out on her skin as her chest was bared completely, Zecora's eyes lingering as she slowly raised the tongs. As the woman pushed the edge closer to Lily's bared chest, the symbols began to glow... The light-blue light of their magic washed over Lily's skin, made her shiver a little. She watched in amazement as Zecora began to slowly close the tongs. Her hand shook as if exerting itself a great deal. As the tongs closed, the edges growing closer and closer, Lily felt a sort of tugging sensation in her chest... Looking down, a different kind of light was illuminating her skin now.

"W-woah..." She said softly, watching the tongs pull just a little edge of dusky turquoise from her chest. Her hand was visibly trembling now, and the tongs' magic seemed to waver and blink. Lily watched the glow fade, Zecora slumping her shoulders as the last bit of strength left her. Skin covered in a thin sheen of sweat, Zecora righted herself again, then lifted her shoulders in a shrug. Then realization dawned on her, and she took Lily by the wrist to the next room. Sweeping aside the thick pelt, she pulled Lily over towards the sink, where a photo stood in it's frame on the windowsill. Lily blinked as Zecora pointed at one of the figures in the portrait. She had to blink again. It was Twilight, standing with Zecora in front of their cottage. The two women wore happy smiles as they both held on to a rather large, bulbous, raddish-looking root. Zecora pointed between Twilight, then to Lily, then back to Twilight.

"I don't..." Huffing a breath, Zecora shamelessly plunged her hand under the waistline of her pants. Lily watched as the sultry woman fished around in her crotch, her tongue poking out of her lips. She emerged, her fingertips glistening with wetness, then pointed between Lily and the photo of Twilight again. "Wait." For the umpteenth time, realization dawned on Lily. Her eyes went wide, even as the implications made her gush a little wetness... "You want to wear me down to pull out my essence?"

Once again, Zecora nodded, her lips split in a devious grin. Lily swallowed hard, her heart galloping. She should have known from the beginning. The aphrodisiac flower. The looks. Even the mysterious request was awfully Zecora-like... Lily swallowed and nodded slowly. Zecora, in a fit of almost girlish delight, eagerly tugged Lily into the next, and last of the rooms of the cottage. Much to her surprise, Lily saw the floor was piled high with animal skins, pillows, and blankets of every sort. Zecora shamelessly stripped her shirt off, bare chested as her hands pushed the loose shorts down her muscled legs. In a matter of a few short moments, Zecora was completely bare, the light of at least twenty candles dancing off her chocolate, creamy-smooth skin. She crawled up onto the makeshift pile of pelts and rolled onto her back, grinning up at a stunned Lily.

"Eer..." Zecora raised a finger to her lips, silencing the changeling. The whole scenario seemed suddenly more odd to Lily... She had just stepped through the door twenty minutes ago. Now, she was looking down at the erotic scene before her, Zecora's fingers splayed wide as they mounted her breasts, circling the darker peak of her nipples, down to her muscular core, inbetween her clasped legs. She spread them apart, giving Lily just the slightest peek of pink, glistening skin hidden by thigh and finger... Zecora's bottom lip drew into her mouth, and she looked greedily up at Lily.

"Fuck it." Lily quickly unbuttoned her second pair of pants and pushed them both down, struggling to extricate herself from the tangled, tight fabric. She managed to wrench her ankles past the bunched cotton and strip her socks off in the process. She hooked her panties, smiling as she slowed just a bit in removing these. Bending over far enough Zecora couldn't see, Lily slid them down her pale, creamy thighs, feeling the warm air wash over her bared skin in waves. Some of those candles had to be scented... She smelled SOMEthing fill her senses, make her vision just a little bit more... Soft. The sight of Zecora's fingers barely containing her hidden arousal made Lily groan with her own pent-up desire. That, and she could have sworn the heat washing over her body was making her flesh tingle...

"Hmm..." Lily's legs spread apart as she kicked the panties aside, revealing just the edge of her slick vagina. Zecora's mouth opened in a silent moan, and her fingers began to ever so slightly move. Lily felt herself flush at the sight of the ebony woman's arousal. Shamelessly, her own fingers fell to her wet core, pressing her fingertips against the wet lips. The slight bit of pressure was enough to elicit even more juice, the first drop sliding down her thigh. Zecora smiled at the sight, slowly lifting her legs into the air. She lifted them straight up, the soft pink flesh of her woman folds poking inbetween her thighs. Lily got her first decent look at the ebony woman's core, even as she rolled her head to the side, looking at an awestruck Lily.

It started slowly. Zecora spread her legs, but only as slow as she could possibly manage... It started with her ankles, inching apart bit by bit, her knees bending. Once that was done, Zecora's ankles resting against the meaty flesh of her rear, she then started spreading her knees. Lily swallowed as the herbalist's thighs spread just enough, just a scant inch, for Lily to look inbetween them to the exotic-looking epicenter of Zecora's womanhood. The interior of her lips were a stark contrast to the milky, creamy darkness of the rest of her body. Shiny and pale pink, it was like a gash in her flesh, a shiny stain on her crotch... What's more, her pubic hair, a thin, trimmed strip, was as white as the streaks in her raven hair. Lily had to swallow again as some irresistible force made her lower herself down... On her hands and knees, Lily slowly advanced towards the ebony seductress, working her tongue in her dry mouth. She slowly approached, crawling forward, Zecora's long fingers beckoning her on...

Lily didn't know when the exact moment happened. It had to have been the scented candles... But her mouth opened hungrily, and Lily enveloped all of the delicious, molten honeypot before her. Her taste was so much more musky than a normal woman's... Not to the point of being uncomfortable or disgusting... In fact, with the sweet display of erotica preceeding the event, Lily almost craved it. Not almost. She did. She lapped hard, not wanting to miss a single droplet of delicious, tasty arousal. Zecora, unable to scream, or groan, could only arch her back at the first rush of heady pleasure from the talented changeling. Lily, however, was full to vocalize all she saw fit. Moaning loud as she dared without her voice cracking, Lily puckered her lips against Zecora's engorged clitoris, vibrating that sensitive nub of nerves. The effect was nearly immediate. Zecora arched so hard that her wet hole ground firmly into Lily's chin, her weight held almost completely on her feet and shoulders. Lily opened her eyes, and through the valley of Zecora's breasts, saw her mouth wide open in a silent scream.

"Good?" Lily teased as Zecora slowly relaxed, the changeling's lips glistening with evidence of her considerable talent. The herbalist nodded with a brave smile. When such an intense experience would have tapped a lesser woman, it merely awoke the sultry foreigner, made her that much more determined to please Lily... Beckoning her forward, Zecora twined her fingers into Lily's full head of fiery red hair and held her in place as her pink tongue greedily cleaned the last bits of her own love juice from Lily's chin and lips. Lily let herself be licked, one knee risen so she could half-straddle Zecora's hips. Her partner grinned and lifted her hips slightly, bumping Lily's dripping slit against her thigh. Lily groaned at the first contact that wasn't her own, though she was hungry for more... One hand slid down Lily's front, the dexterous fingers peeling her womanhood apart. The first ripple of pleasure coursed through Lily, making her hot breath pulse out direclty into Zecora's mouth.

"HNN!" Lily drew a breath, her tongue flattening to the roof of her mouth. With an expert, almost scary experienced, touch, Zecora plunged deep into Lily's core, flexing her fingers hard and rough. Trembling at the first rough touch, Lily almost collapsed. Not that she needed to. Zecora rolled them over, her legs pushing Lily's open firmly. She yielded with a gasp, back arching slightly as Zecora's fingers resumed pressing against her walls. She would hit that magical little spot, let Lily build up a head of steam, until she was just about ready to scream, when she would back away, let her calm down... Eyes closed, Lily focused on the pleasure, praying this next swell would bring her there. That the next one would grant her what she wanted.

It never came, and neither did she. She peeked one eye and saw Zecora's smiling face beaming down at her, one eyebrow lifted. "What?" Lily groaned. The dark woman smiled and pressed that spot, making Lily squirm. She hardly got going again before Zecora backed away, making her groan with dissatisfaction. "What?" Lily asked again, trying to push her hips out against the hand inside of her. Zecora would only grin again and pull out, just enough to keep Lily from climaxing. She arched her eyebrow again, made Lily groan with another wash of realization. "You want me to beg." Zecora's nod came with a tender kiss to her neck, the contrasting gentle touch making her shiver in more ways than one.

"Please, Zecora..." Lily panted, her chest rising and falling smoothly. She was lost in the warmth of the moment, the desire for orgasm... Zecora was a master at making her hover. She whimpered, face screwed up in pleasure. "Please..." A shift in her core made her shiver once more. "Please." She stated getting more insistent. "Please!" Her mouth hung open, pleading pathetically. "PLEASE!" The fingers pressed agaisnt her g-spot, made her gasp loudly. They backed off, but she was already begging. No need to hold back. "PLEASE! ZECORAAAAAAAAAAAAAAHHHHNN!"

Her first orgasm came with a waterfall of liquid, the muscles in her pussy flexing powerfully as she gushed a thin, clear stream of pure liquid from her urethra. Zecora just circled her clitoris slowly, kissing her shoulder and collarbone as she came down. Whimpering a little, Lily relaxed, praying Zecora didn't hold it against her for soaking the pelts and furs of her bed. Underneath her rear, though, she didn't feel anything... Not anything wet... Just the silken smoothness of the pelt. She managed to sit up and look down, only to see her wet orgasm sluicing off the mink-like fur, down into further depths. Like water off a duck's back.

"Oh you coy little-mff!" Lily groaned as she was cut off, Zecora pushing her back down with a rough kiss. She had the tongs in-hand, and as she started to close them once more, the blue glow enveloped Lily's chest. The kiss broke, and Lily watched as Zecora struggled to withdraw about a third of the pale turquose ball that was Lily's essence. Panting and sweating a little, Zecora dropped the tongs, her mouth open with her hot breath. "I'm sorry..." Lily groaned, feeling defeated. She watched, though, as Zecora shrugged it off and smiled down at her once more. The ebony woman rose to her feet, grinning as she reached to the only other piece of furniture in the room. A low wicker shelf held several bottles and flasks. Zecora's hand scanned over several before finding the one she wanted. A wide-mouthed bottle filled with a glowing amber sort of goo. Lily watched as she popped the cork, inhaling deeply. Zecora offered the mouth of the bottle to Lily. The scent washed over her, the scent of pure, unadultered arousal. Musk. Sweat. Cum. It was a sweet poison, dulling her nerves and setting her desire ablaze once more.

"Oooohh..." Lily groaned, feeling her core pulse more wetness. Zecora grinned and dove three fingers into the mixture, the goop stretching with long strands inbetween the bottle and her fingers. She pulled away just a little, letting the strands drip onto Lily's stomach. Where they landed felt cool at first, but slowly began to heat... Like standing close to a fire... Right on that envelope between burning and warm, the hot sensation made her melt, relax, and slump into the pelts. "Do it." She groaned, feeling fresh arousal wash through her entire abdomen. "Do it. Please..." Zecora smiled and slowly dribbled a thin trail of the cream down, down, down Lily's front, the first bits of it oozing down over her wet core. She felt more wetness slide out, urging her on...

"AAHHN!" The first touch of the full-on dosage hit Lily's center like a sledgehammer. To hell with standing next to the fire. Lily had jumped crotch-first into a full-on inferno. A thousand degrees of heat washed through her clitoris into her veins, making Lily tense every muscle in her body before being forced to relax. Zecora's fingers slid in with no resistance, spreading the fire throughout Lily's dripping cunt. She flexed her muscles, but that only made Zecora's slathered digits slip around inside of her. It was an addictive feel. She came right then and there, emitting another thin stream of squirting release. Zecora just smiled and returned the corked bottle, both of her hands now free to pay attention to her salvation. Lily panted, feeling her clitoris getting spun in tight circles now. Gasping and arching her back, Lily felt Zecora glide a third finger in with no resistance. It appeared the potion had loosened her muscles... Not that when she flexed them it didnt' feel good. No, each undulation of the fingers inside of her nearly pushed her over the edge. Indeed, they did...

"AAAAAAUUUUUUGHH!" Lily's cry nearly made her jaw pop loose, and was accompanied by the largest squirt yet. Her thighs quivered and jumped on their own accord, making her scoot higher and higher up on the soaked pelts. Not that it mattered... Her cum just sluiced down through the layers into who-knew-what... Zecora followed her, never taking her fingers out, watching Lily squirt a river onto her magnificent, silky, fantastic bed. All around, the heady scent of cum and arousal filled the air. Zecora wasn't done yet, though. She lowered her head inbetween Lily's thighs, her tongue greedily lapping at Lily's pulsing, cum-drenched hole. "HNN!" Lily gasped as her thick tongue slid in, spreading her apart. The fire roared unchecked through her veins, made her want another.

She came twice in about ten seconds. Zecora's mouth and face were covered with her thin liquid, and she felt completely at the mercy of this inferno drug. Whatever it was, it was setting her off better than ever. However, exhaustion crept it's ugly head upon her, bared it's fangs... She had to stop. "Try it now." She gasped, thighs still twitching from the aftermath. Zecora nodded with an understanding smile, her chin dripping wetness as she retrieved the tongs. This time, she pulled very nearly all of it out... Not quite... Glowering, shaking with the effort, Zecora wasn't going to let it go this time. Her fingers glided right back into Lily's twitching cunt, three of them gliding in and out with ease. Lily gasped and arched her back, feeling Zecora's hand assault her again viciously. One hand pulling at her turquose essence, the other buried deep inside of her, Zecora tugged and pushed, not wanting to give it up.

"Ooh! Ooh! OoHH! OOOHHH!" Lily's cries began growing in intensity. "AAH! AAAAHHN! AAH! A-A-AAAUUGH! FUCK! ZECORAAAAAAAA! I'M- AAAAAAAAAAAUUUUUGHH!" The last cry was accompanied by probably the largest one yet. Like putting out a hot fire, sweet relief flooded through her entire body, quelling the effects of the drug and making her squirt more than she had yet. The wet sounds of liquid on the hardwood floor, and even the far wall, made Lily quiver and shake atop the furs of Zecora's bed. She whimpered and shook, the tremors almost like a siezure. Coordination returned to her one single muscle at a time, even as Zecora idly rubbed her stomach. She held with her tongs Lily's essence, the pale turquoise orb lighting the room better than the numerous, scented candles. Satisfied Lily was going to be okay, and reassured by the stupid smile on the changeling's lips, Zecora stood and carried the essence away. Lily was left on the bed, her muscles so weak she could hardly flex them. Doing so was like trying to lift eighty pound weights. Her legs, in particular, wouldn't respond very well. It was all she could do to flip over, burying her face in the soft furs beneath her. Groaning and flexing, Lily tried to wrap her mind around what had happened. Her entire body felt kind of oily, the skin slick and slightly wet... It was an interesting sensation. One she honestly didn't mind. The shifting of furs next to her, though, told her that Zecora had returned.

"You did will, my delighted lover. The potion has set your heart a-quiver. Chew this root of Equus and powdered Tint. The medicine will help you recover from our little stint."

"Glad to hear your voice again, Zecora." Lily muttered, rolling her head aside and opening her mouth. Zecora, smiling with a small throaty sound of approval, gently tucked the root into Lily's cheek.

"Chew, but do not eat the root. Else your life could be given the boot. Sleep, and it will help you to recover. Feel your eyelids droop, and become heavier." Zecora laid out against Lily, gently drawing the exhausted changeling closer. Lily groaned and closed her eyes, swallowing the first bitter juices of the medicine. It tasted horrible, but thankfully enough, her mouth was going numb. She swallowed more, then couldn't taste a thing. Like a wave of sand, tiredness washed over her, made her groan as she felt Zecora pull their warm bodies together.

"Thank you, my changeling friend..." Zecora muttered softly. "Without you, I may have met my end."

"How so?" Lily managed to groan.

"A gentleman never asks, and a lady never tells, but without my speech, I'd have been cut short on sales." Lily managed to shake a little bit more consciousness into her senses.

"You'd have found a cure..."

"Aah, but time was short for me, I'm afraid. Without your essence, I'd never again get paid." Lily sighed and nustled back against Zecora, thankful for the waves of insenced warmth washing over her. She wanted to say something else, to say... To tell Zecora...

To tell her...

That she...

Lily was lost to the darkness, her dreams accompanied by a soft, gentle, humming tune from the sultry woman that held her close all night.

Special Delivery

--------- Request Chapter: Derpy ---------

The following takes place approximately a year after Maggie's has opened, following the events of Chapter 7 of A Different Kind of Love.

"What the hell was that?" Lily shot to her feet just as Maggie did, following the sound of a rather loud thunk. It came from the roof above them, and Lily felt her brow furrow in both confusion and anger. It sounded like someone had landed on their roof. Quick as she dared, Lily darted to a nearby window and threw it open, shifting into an Avian and jumping out. She caught the cold winter wind and flapped up to the roof. Cresting the top, she looked around, but saw no one. In the cold winter night, the dark sky betrayed nothing. However, the few inches of snow on the roof near the edge appeared to have been trampled and flattened. She narrowed an eye suspiciously at the pattern before looking around into the dark night sky.

"Sorry!" The voice was faint, carried by the wind. She followed it to the dark shape of an avian flying low over the rooftops. Shaking her head, she flapped back to the open window, where Maggie stood shivering.

"What was it?" Her manager asked, closing the window behind her hand brushing snow off her shoulders. Lily shifted so her wings were gone, shrugging slightly.

"I have no clue. I think someone ran into the roof." She frowned and pinched the bridge of her nose inbetween thumb and forefinger. "Whose move was it?"

"Yours." Maggie said, sitting at her side of the chess board. She was devilishly good at this game. Lily, still unused to the intricacies of tactics and strategy involved in the simple pieces, had a good grasp on the rules but not the endgame. She sat down and frowned at the board, contemplating what to do with a tricky threat from a bishop and Maggie's queen. Tentatively, she moved a pawn forward, groaning as Maggie moved a waiting knight into place. "Checkmate."

"Fuck. I didn't think about that."

"You'd have won if you sacrificed your bishop, there." She pointed, and Maggie followed the probable chain of events. Maggie had distracted her with a dangerous move two turns earlier, drawing her attention from the strategy she had been working on. This game was much more difficult and mental than she had originally thought.

"Well crap." She muttered, tipping her king over in defeat.

"Another?"

"No, it's late... I don' think-" Another loud thump, this time followed by the sound of scrabbling from the rooftop. Not one to be caught off-guard twice, Lily sprang to the window and threw it open. She leapt into the night sky and started ascending, catching sight of the culprit.

"Sorry! I'm sorry!" The avian wore a thick, puffy jacket with holes cut in the back for her wings, long, skinny blue jeans, and heavy boots. Lily caught a flash of sandy blonde hair and a messenger bag before she flew off, much too fast for Lily to catch up.

"Hey!" She called, blinking. Turning back to the roof, she saw a similar pattern to the first in the snow there, this one almost exactly the same. The image of the messenger bag flashed back in her mind. There had been an emblem on that bag... It was an envelope with wings. The avian that had crashed into their roof had been with the mail service! She looked back at the rapidly fading form, guessing at her body type. She went back to the window, slipping inside and rubbing her chilled arms.

"Twice in one night?! Someone's messing with us, I just know it." Maggie grumbled, looking out the window at the storm that was slowly picking up into a blizzard.

"They were with the mail service." Maggie said, going to stand next to the fire. She was joined by Maggie.

"How do you know?" She asked, looking at Lily, suddenly interested.

"I saw the bag. It had their emblem on it. I'm going to go down there tomorrow and have a talk with them."

"Good idea. We're on break tomorrow. Want me to come with?" Lily shook her head and wrapped an arm around Maggie.

"Don't worry about it. I know how the cold bothers you. I'll handle it." She said, smiling as Maggie huddled close for warmth.

"Thanks, love. Come on, if you're not going to play another game, let's go to bed. I need to make some calls tomorrow." She slipped away and out of the room, both of them bidding the other good night as they retreated to their private rooms. Lily brushed her hair out in the Vanity, slowly changing the color until she was close enough to the color she was able to place in the muted light. Sighing, she shifted back to her red curls and slipped into bed, sleeping underneath many layers.

Business was brisk in the winter months for Maggie's. They spent a lot of time catering to men and women alike who wanted to stay overnight in the dark, cold nights. While she hadn't been expecting it, she hadn't been surprised when they got their first male worker. Usually, he only worked on request from the customer, and only after they asked a few questions. Lily had no issues catering to men, she found she couldn't really keep up with some of them. Many girls were tapped after they had been with one guest. More still after the second. They usually made enough from one or two guests a night, the rest going straight to profit after that. Lily never wanted to push any of her girls, or even herself. Still, they received almost a man a night who wanted attention. Matthew had been happy to accept the role.

She shrugged into a long, warm overcoat just before heading out of the door, intent on making it to the post office before the chill morning air bit her too hard. She cleared the path before her with a thin cord of telekinetic power, making for easy walking. Still, she moved briskly, not wanting to be caught outside on an overcast, dreary day such as this. She wondered what was wrong with Celestia to make her in such a mood... Still, she slipped into the post office shortly after ten in the morning and was greeted by a happy avian at the reception desk.

"Good morning! Wow, I didn't expect to see anyone today! What can I help you with? Letter or package?"

"Actually," Lily said, shrugging out of her coat and draping it over her arm. "I'm looking for an employee... Well, don't get freaked out, but... She has hair like this." Lily shifted her hair into the same color as the one she had spotted the other night, matching the style as best she could. The receptionist was shocked for a moment before relaxing, remembering the word that a changeling had indeed opened a whorehouse in Canterlot about a year ago. Holding a hand to her fluttering heart, she nodded and smiled at Lily.

"Uuh. Sorry, you got me by surprise there. Yeah, let's see. Oh, wait." Her eyes finally raised to the hairstyle, and she waved a hand at her bangs. "Did she have longer bangs? And a little darker."

"Well, it was night time... Maybe." Lily said, obliging.

"Oh man, yeah. I know who it was... What'd she do now?" The receptionist groaned and sagged visibly.

"Well... I think she ran into our roof..."

"You're kidding! That's the last time we send Derpy on night time deliveries... I swear..."

"Uuh..." Lily shifted feet uncomfortably. "Is this an ongoing issue?" She asked, raising an eyebrow. She wondered who Derpy was.

"Kind of, yeah... She got transferred here six months ago from Ponyville. I swear, we can never get her to fit in anywhere." With a sigh, she started jotting down a note. "I'm sorry for your trouble. Please, if I can just get your name, address, and a phone number, that would be great." She said, offering a brave smile to Lily.

"Right. Name's Lily, I live at 548 Trottingham Way, Business District." She gave her number and smiled at the receptionist, turning to leave.

"Ooh! Wait..." Lily turned around, offering a smile. "I'm so sorry, you must get this all the time, but..." She glanced around. "Can you do Princess Celestia?" Lily just smiled.

"I have trouble getting her hair right, so forgive me if this isn't perfect, but..." She shifted into the princess as best she could, growing taller and bustier, her hair straightening and flowing out behind her. The receptionist widened her eyes and laughed from joy and surprise.

"That's perfect! Wow! Hey, listen, your place, it's a, uh... You know..."

"Whorehouse?" She said, shifting back to Lily.

"Well, yeah... Can I, uh... Well..." Again, Lily smiled, pulling a business card from her front pocket and floating it to the receptionist with a thin thread of power.

"You're welcome to visit any time, love." She threw her coat over her shoulders, winking at the receptionist as she left, back out into the night air. She returned home, deciding to warm up with a cup of hot chocolate. Just as soon as the plopped down in front of the fire in the main lobby, the pone rang. She frowned at it before picking it up.

"Maggie's." She said.

"May I speak with Lily?" The gruff voice was both professional and kind.

"This is she." Lily said, adjusting the phone to a more comfortable angle she could hold with her shoulder while her cold fingers wrapped around the hot chocolate.

"Aah. Miss Lily, I just got your complaint sent to me. First off, let me apologize in advance."

"In advance? This happened last night some time."

"Well... Let me continue." There was a painfully audible sigh from the other end. "Your complaint came in with the subject. And she, well... She was rather adamant about apologizing to you herself."

"Wait... Herself?"

"Yeah. She left here almost as soon as I started talking to her about it. I would assume she's on her way there right now." Lily sighed and closed her eyes.

"Well, I suppose this is fine... Though I suppose she'll be facing disciplinary action one way or another?"

"Almost certainly. Unless, for some reason or another, you decide to rescind your complaint with us. Then I suppose there's no reason. Nevertheless, I suspect I'll be hearing back from you one way or another." A knock came from the door, and never one to leave customers or visitors hanging, Lily stood up.

"I'm sure you will. I've got to let you go, I suspect that's her. Please, excuse me."

"Oh! We call her Derpy, but her real name is Diane. Please, don't take it too hard on her?"

"I understand. Goodbye." Lily hung up and padded to the front door, peeking out into the snow-covered street. Sure enough, the same heavy jacket and sandy blonde hair. She opened the door and forced a smile.

"Hello. You're De... Er, Diane?" She almost used the name given to her by the last caller, on accident.

"Uuh, yeah... Man, I haven't been called that in a long time." She said, rubbing the back of her neck with an embarrassed blush. "They usually call me 'Klutz' or 'Derpy' or something like that. Yeah, I came to apologize for last night..." Lily stepped back and opened her arm.

"Come on in. Warmer in here. Can I take your coat?" The mail avian shrugged out of her coat, taking care when drawing it past her wings. Lily noted they were a lot bigger than most avian's. "Let's sit down. I just want to know what happened..." The two of them sat in the lounge. Underneath the coat, she was surprised to see Diane wore a skin-tight under shirt that hugged her curves tight. She was really fit. The way the boots flared out around her ankles, too, Lily thought they complimented her calves very well.

"Well, I was doin' deliveries last night... You must have heard, when I hit the roof... It was really dark, and the business district isn't lit up... Like, at all." She started explaining. "I was goin' from Trottingham road to Las Pegasus way, when the whole sky sorta went dark. I guess I just wasn't high up enough, and I kinda hit your roof."

"You're okay?" Lily asked, suddenly understanding. Her home and business was in the same part of town as all the stores and such, and many of them shut down after business hours. No need for lighting on streets that weren't used, right?

"Oh yeah, I'm fine. I've had worse crashes. I guess, I'm just sorry about hitting your roof." She chuckled nervously, scratching her arm.

"Well, I guess it's fine. Everyone makes mistakes, right? But, it sounds like you're a really talented flyer. How could you make a mistake like that?" Lily poured the avian some hot chocolate, adding a few marshmallows and sliding it across the coffee table towards Diane. She accepted it gratefully, suddenly really quiet.

"I don't really know, to be honest... I guess..." She blushed a little. "I guess you could say it's 'cause I haven't been laid in forever..." Rather blunt, for sure. "I have no idea how to get laid, though! Like, it's frustrating. I can't meet any guys, and so help me, there isn't a toy out there that does it for me anymore." She looked so downtrodden. Lily wondered if she knew where she was.

"We can fix that, you know." Lily said suggestively, hoping to steer the conversation in a different direction, or at least cheer her up. All she got was a puzzle look.

"How? I mean, unless you can introduce me to a guy, then..." She trailed off as Lily shifted into a man, sipping her hot chocolate as if nothing was wrong. "Woah." She said, blinking slightly. "I, uh... You're a changeling? Wait a sec..." She looked around at the warm furniture, decorations... "Is this that one place? Eeh, Maggie's?" She asked, looking back at Lily, who had chosen a tall, muscular frame. Her hair was shaggy and full, her chest flat as her toned stomach. She had found many women liked strong arms, and as much as she wasn't very partial to them, she somewhat enjoyed picking some of her guests up and carrying them to bed.

"Indeed it is. If you'd like, we can fix that problem of yours?" Lily asked, setting her cup down. Diane just gnawed on her lip, looking Lily up and down, her cheeks suddenly flushing. She was a tad bit... Slow...

"H-how much?" She asked.

"Tell you what, if it keeps you from crashing into our roof, or any other for that matter, consider it on the house." She said, finishing her hot chocolate and setting it on the coffee table.

"I... I can't ask you to do that for free..."

"Why not? You're not a bad looker yourself, Diane. Come on." Lily stood and offered her hand. Hesitantly, the mail avian took it. Lily smiled and bent over, sweeping her legs out from underneath her. She gave the cutest little yelp, blushing even brighter as Lily hoisted her in the air with ease.

"Eep! I've... Never been carried before..." She whimpered and clung to Lily's neck, looking anywhere but up at her. Not that it mattered, Lily quickly carried her down a side hall and into a nearby room. This time of day, all the girls would be in their private rooms, far on the other side of the building. That, and the soundproofing, she didn't have to worry about being discovered handing out services for free. She swept into the room quickly, kicking the door closed and walking towards the bed. Gently, making sure her partner's wings were tucked, she set Diane on her back, smiling down at her.

"Relax, Diane." She urged, leaning in to press her lips to the slender, twitching neck stretched out. She felt her inhale and hold it, tensing up. It took a little more urging, but she relaxed at last, her hands gently raising to tangle into Lily's shaggy hair.

"Can... Can you kiss me?" She asked. Where was the bold girl earlier? Smiling, Lily obliged, pressing her lips to Diane's smoothly. She returned it with fervor, her tongue almost automatically sliding out. Lily met her with just as much force and eagerness, pressing back with open mouth and wrestling tongue. Diane lifted her shirt up, laying her hands flat on the toned stomach. Lily broke the passionate kiss to strip her shirt off, moaning as her lips returned to Diane's shortly after. At the insistent hug, she stretched out next to her, tangling their legs together. It was then Lily realized her boots were still on. Well, that was going to have to change... Slowly, Lily rolled on top of her, her lips trailing a string of kisses down her front. With a firm touch, she lifted one of the muscular legs up, her fingers working on the knot of the boots while her lips teased the hem of her tight shirt. Diane's stomach twitched with each kiss, her breathing coming a lot faster and heavier now.

"Aah... Please, just... Take 'em off..." She pleaded. Lily devoted her attention to the boots, finally loosening them enough that Diane could kick them off herself. Experience had taught her to leave socks on, if they could help it. so she didn't bother with those, just went straight into removing the tight jeans. Diane stripped her own shirt and sports bra off. Her own stomach was toned, the six pack showing off rather well in the shadowy, muted light. Lily kissed this just as her hands pulled the jeans off, tossing them carelessly to the floor. Diane readily spread her legs, showing off a pair of white panties. Usually not one to rush things, Lily felt almost too eager. She pulled these off, smiling at the trimmed strip of blonde hair, the glistening pink lips.

"D... Do you like it?" She asked softly, her arms laying across her stomach. Lily smiled up at Diane, smiling as she pressed a soft kiss to her nipple.

"Quite a bit, actually. Relax, and tell me how you want it." Lily groaned, pressing her lips to the perky nipple more firmly.

"J-just... Put it in already..." She groaned, her hands falling to the waistline of Lily's jeans. As requested, she pulled them and the boxers off, revealing a throbbing, rather thick manhood. To her surprise, Diane pushed her onto her back, swinging a leg out to straddle her waist. Apparently, she couldn't wait. From the tone of her voice when she had talked about how long it had been, Lily couldn't blame her. Laying her hands the slender, toned waist, Lily smiled up at her, encouraging her onward. "Hnn... Aah!" She groaned, gently pushing Lily inside. She was incredibly tight. This had to have been painful for her. To her surprise, though, Diane started riding her right away. Moving her hips roughly, Diane moved back and forth in addition to up and down. Who knew she could be such a tough girl?

"E-easy!" She whimpered, flexing inside the tight, wet walls. She looked up at Diane, who seemed to have not heard her. In fact, judging from the look of pure bliss on her face, Diane was enjoying this too much to hear much of anything. Deciding not to fight it, Lily lay back, her hands massaging the muscular thighs on either side of her.

"C-cumming..." She whimpered atop Lily, her eyes closing firmly. "I'm... I'm gonna cum..." It happened rather suddenly, Diane's toes curling as Lily felt her walls pulse and change. Her mouth hung open in a breathless expression of pure bliss, every muscle in her body rigid as she peaked. Gently, Lily rolled her over, smiling as she kissed the heaving chest.

"Apparently you like it rough."

"Uuhn..."

"Good. Because I'm going to bleed it out of you."

"What, I... AAHN!" She nearly cried out as Lily thrust deep into her twitching center, her back arching suddenly. Lily began to wonder if it was too much, but that fear was dismissed as Diane started whimpering in a pleased sort of way. Smiling to herself, Lily slid in and out smoothly, her thick member twitching inside the tight walls that pulsed and flexed around her. The next orgasm came soon enough, her back arching all the more. Lily felt them rise, more and more, until they had to be more than forty-five degrees. Looking over Diane's shoulders, she was it was her wings. Her wings!

"Woah." She breathed, watching them retract, gently lowering both of them back into the sheets.

"Did you cum?" She asked softly. Lily shook her head.

"How did you...?"

"I got transferred here 'cause I was a really strong flier... I can handle strong winds and cold weather really well." She muttered slightly. "It came with a raise, so I said yes..."

"You are just full of surprises." Lily teased, gently sliding out.

"Didja cum?" She asked once again, and Lily shook her head. Smiling, Diane lifted her hips, brushing her wet center over Lily's twitching shaft. "Then get back in there." Smiling, Lily gently guided herself back inside, settling into the same hard, deep pace as before. Diane kept up with her, her hips moving in time with each deep, rough thrust. Soon enough, Lily felt it rush forward, threatening to spill out at a moment's notice.

"Gonna..."

"Outside!" She gasped last second. Lily pulled out, not even having to stroke herself. Laying the shaft of her throbbing cock against Diane's pubis, she pulsed several long strands of creamy, thick cum out onto her stomach, breathing heavy after such a hard ride. Lily rolled off to the side, groaning as she felt the blood leave her crotch immediately. There was a difference to cumming after receiving a certain amount of pleasure, and cumming after fucking someone so hard. The two of them laid there, breathing heavy, before Diane got up and sighed.

"Can I shower?" She asked, looking at one of two doors against the far wall.

"One on the left..." Lily gestured weakly, smiling softly. Diane got up and promptly tried the one on the right. "Other left." Lily chuckled. She took the moment to get dressed, shifting back into Lily. Diane showered for a short while, returning with a towel around herself. She frowned at seeing Lily but brightened as she shifted back into the male she had been. A quick, passionate kiss later, and she was dressed once more.

"Thank you, eer..."

"I'm known as Lily, but I'm whatever you want to call me in this form."

"Eer... Lily, then... I guess... Listen, can I come back here if I... Well, if I run into any more roofs?" Lily just laughed and kissed her again.

"You're welcome here anytime. Though I recommend you come before that happens."

"Right... Listen, thank you... I don't want to say how much you helped, but it was a lot." She left then, leaving a smiling Lily behind. She wasn't even upset at giving out a product for free. She considered it an investment in a future customer. Smiling, she went to her personal room and made a return phone call.

"Hello?"

"This is Lily, we spoke earlier, I think?" She asked.

"Aah, yeah... About Derpy and her mistake. How did it go?" Lily smiled into the receiver.

"Let's just say I'd like to drop any and all complaints about Diane."

----------- Notes from the author -----------

Derpy is, admittedly, one of my least favorites. This chapter was kind of hard to write for me. I'd hate to say it, but I'm sort of glad I got this one out of the way, in a sense. Still. It ended up being decent length, so I'm thankful for that. Thanks to BlackMuffin for the request.

Plan on seeing many more updates from me in the near future! I've written over 9k words in a day, which translates into 2-3 chapters in a night. Granted, 5k of the 9k tonight was an entirely separate story, but still! >.< I'm back in the saddle and loving every sentence I type. Happy clopping!

"Just a Stroll"

------------------- Request Chapter: Gangrape -------------------

The following takes place after "Special Delivery" and before "Marital Troubles."

There will be some mildly violent or dark themes in this chapter. Nothing TOO out there, but you've been warned.

Lily blinked in the bright sunlight, raising a hand to shield her eyes from the lancing glare that hit her eyes. Honestly, She thought. How Celestia stands that bright light is beyond me... Typically, this time of night, Lily would be in Maggie's, either resting from the work week or casting lusty looks across the lounge at a potential customer. Instead, she had taken a departure from the ordinary, and on her day off had decided to take a nice stroll through Canterlot. Time had gotten away from her, and she found herself a good distance away from home, and the night was rapidly approaching.

She could have flown, it was hardly two miles. But the steadily cooling air felt pleasant and the streets were already coming alive with nightlife. She had some money. Deciding to make a night of it, she would stop off and grab a late dinner, maybe a few drinks, enjoy the nightlife. Spying what looked like a neat little dive, she crossed the street and asked for a table for one. They played hip music from trending artists, the simple beats and soulful, if whimsical, lyrics were enjoyable. She had a burger. That and two beers later, Lily was feeling warm and happy. She sat in the corner, watching everyone else talk, laugh, and enjoy themselves.

There was a side to living Lily hadn't seen with her own eyes, even close to two years after she had assimilated into Equestrian culture. That was public interaction. How regular humans went about regular lives. It was just over a year since she had opened Maggie's, and with the flurry of work and adjusting to a new lifestyle, Lily had had little time to enjoy Canterlot as she saw fit. Now, sipping at her third beer, stomach full of greasy and delicious hamburger, Lily got to see first-hand how others spent time together. At least, when it wasn't in the bedroom...

Humans talked about their work lives, how business affairs were being handled. Canterlot was mainly business and government jobs, so the mix of people milling about the nearby bar were the weekend warrior pencil pushers. Cutting loose and relaxing, they drank, chatted, laughed, and generally just unwound. Lily watched as two friends greeted eachother with a back-thumping hug before ordering a shot and laughing at some inside joke. It was rather nice. Across the way, a group of six avian women, whom Lily could only guess were on the local weather team, all leaned in to listen to a song one of them was playing on her phone.

Closer still, the magi bartender was busy levitating a mix of five bottles, pouring a rainbow-colored stream of liquid into shot glasses all in a row. Finished, he lifted them in air with a glimmering aura of neon green magic and sent them each on their way. What appeared to be a group of business men and women on some sort of vacation lifted them in time and downed each. The distinct clatter of empty shot glasses hitting the bar wood rang out even over the din of conversation, music, and plates clattering. Lily couldn't make out any conversations, couldn't hear one word over another, and most certainly couldn't hear herself think...

It was nice.

A quick glance out of the window, however, betrayed that it was past the time she needed to be going home. She tipped heavily, smiling at the cute waiter that had served her, and left the bar, feeling a little fuzzy-headed. The clear night air helped burn through some of the alcoholic fog, but didn't dull her warm, fuzzy feeling... The long winter, her first in Canterlot, had quickly given way to an early warm spring, with a few scattered showers. Lily found she enjoyed the rain, the few times it had rained, that is... Sadly enough, the night was clear and only a little cool, the occasional chill breeze making her pick up her pace. Slipping down the street and turning onto a side-road, Lily soon was in a rather quiet part of the business district, closed stores and buildings looming overhead in the darkness.

"Okay, seriously..." She muttered to no-one in particular. "Would it kill them to put in some street lamps?" The business district wasn't very well-lit at night. She guessed the city planners had skimped on lightpost costs since many of the stores closed before six most evenings... The downside being the area around her home and business was dark this late at night... What time was it, even? Checking her watch, she groaned when she saw it was almost ten. The street names were unfamiliar, and to be completely honest, she didn't know where she was now. Another two blocks, and it was even worse. Finally, lost at an intersection Lily did not recognize, she came to a halt.

The cool breeze lifted the hem of her skirt around her knees, made her shiver just a bit. The warmth of the alcohol was with her still, and she wasn't entirely conviced it was another source that was making her feel cold just then... Tentatively, she scanned the streets around her, looking for something, anything that was familiar. Nothing. Not a shop, a street name, or even a landmark... Lily didn't know where she was... What was worse, the alcohol seemed to have an effect on her mind... She most certainly couldn't trust herself to fly right then... Let alone shift into anything that could. Only one thing left to do. She had to backtrack to somewhere familiar. Turning down the street she had just came from, Lily walked fast to warm her muscles.

Then came the headlights. They shined directly into her eyes as the car turned a corner. She raised a hand to shield her eyes from the glare, using her other to wave at whoever was driving. Thank Celestia... A driver... Maybe I can get some directions. Maybe a lift, even... The glare slid away and off her eyes as the car pulled up beside her, the passenger side window lowering with an audible electric hum. Soft rock music played from within. She smiled as a younger-looking man leaned out, his arm resting over the window frame.

"You look lost." He said, smiling at her.

"And you are a mind reader." Lily chuckled along with him, rubbing her arm, half out of embarrassment, half because she just realized the car was full, all five seats, with nothing but men...

"Where are you heading to, then? I'm afraid we're full up, but I can at least point you in the right direction." Lily was loathe to admit she was going to a whorehouse, and almost certainly didn't want to tell five men she worked there... Still, she WAS lost and in no shape to fly home. Swallowing her doubt, Lily spoke.

"Do you know where Maggie's is?" A moment's pause, before someone in the back spoke up.

"Hey, yeah, I know the place. Off of Decatur and Market, right?"

"That's the one." Lily was glad he didn't-

"The whorehouse with that changeling chick. I heard Celestia herself visits there." Spill the beans... Cursing silently, Lily flushed as all five eyes turned to her in a new capacity.

"You don't say... Now what, pray tell, would a pretty thing like you have to do in a nasty place like that?" The passenger said again, a little more quietly. Lily could feel five pairs of eyes undressing her right then and there... Swallowing again, Lily took a step away and nodded slowly.

"I... It's next to my apartment..." She said softly, hoping they'd believe her bluff. The engine to the car shut off. No luck.

"I doubt that. There aren't any apartments in the business district." The passenger opened the door and exited, almost at the same time as one of the men from the back seat did the same. "Try again." Hoping they'd let her go if she told the truth, Lily stepped back once more and looked as another man exited from the back seat. They were forming a semi-circle around her. Her heart began beating even faster.

"Okay, you got me. I work there..." She said softly, looking everywhere but the piercing eyes of the first man... "I was out, I've had a bit to drink, and I got a little lost... Please, just..."

"Just what?" She was cut off now, all four passengers now surrounding her. Lily was against the brick wall of the building behind her.

"Let me go?" They laughed.

Laughed at her.

With bold strides, the passenger, who had to have been the leader of this group, gang, whatever they were, advanced and snatched her wrist. She cried out as he wrenched it up, pain flashing up her arm firmly. Her mouth opened in a strained cry, eyes wide and fearful as she looked up at the man. Those eyes... She'd seen them before. That cold, heartless, merciless glare of green vomit. The name left her lips before she could stop herself.

"Ajax..."

"Hmm?" Lily's heart skipped as the man leaned over, grinning at her. "What'd you just say?"

"N-nothing. AAH!" He twisted her arm, made her cry out again as he turned his eyes to the other three gathered around him.

"Didja hear that? She knew Ajax. Guys, I think we've found her." Terror, cold and firm, ripped through Lily as she watched the four men around her disappear in a flash of green magic. Instead, four changelings stood there now, the one closest to her still gripping her wrist. She froze, eyes wide and breath shaking as they turned vicious, cold-eyed gazes on her. The insectoid sound of fluttering wings made her knees feeze in place.

"I was there, you know..." The leader said. "When you killed our Lieutenant. I watched him die, and I chased you through the forest. Nearly died from that spell you had on you. I see it isn't active anymore..." He leaned closer, the scent of changeling wafting past Lily's nose. In their pure form, changelings reeked... Like burnt insect shells. The smell crashed through her, almost made her gag. That is, if she could bring her muscles to move at all. The four changelings all chuckled in time, looking her up and down. "Well, Liliana. Looks like we're going to get revenge for Ajax... A whole year of searching, and we found you. Half-drunk and lost." He leaned close, his voice washing over her ear. She shivered as he spoke. "What luck."

Too frightened to shift, too scared to resist, Lily just went rigid as the four changelings descended on her. She felt her arms wrenched behind her back, held in place by one of the larger drones, and she was unceremoniously dragged into the back seat. Stretched out on the laps of the three, Lily felt the car roar to life once more and pull away. They all shifted back to normal forms, and Lily was thankful she didn't have to smell their awful scent any longer. Still, the implications of this new development made Lily fear for her life... She was in the hands of five changelings, all of them former soldiers of the only changeling she feared... This was a very dangerous situation. Face buried in the lap of one, hands held by the second, and legs firmly clamped by the third, Lily couldn't do anything for herself. She couldn't even see out of the window as they drove.

"Come on." Lily felt the car rock to a stop, the engine shut off. It had been ten, maybe fifteen minutes... It had felt like hours. Doors opened and she was unceremoniously dragged from the car by her hair. Mouth open as if to scream, she found she couldn't, just fell to her rump from the seat of the car. She managed to return feeling to her legs, woodenly scrambling to her feet on the crunchy gravel as one of the changelings led her along by her curly, red hair. She was swung around and shoved, stumbling a little before righting herself.

"Walk." The gruff voice commanded. Lily looked around and noticed they were now in some industrial portion of Canterlot. Most likely the factory that was five short miles south of Maggie's... Lily recognized one of the nearby smokestacks as one she could see from her window... So close to home, yet so far... Walking slowly, her feet shifting on the loose gravel, Lily left the ticking car behind and walked towards the dark doorway before her. This warehouse, she guessed, was where the five of them had been hiding... Cold, dark, wet... It was ideal for changelings. One man strode ahead of her, jingling keys as he unlocked the front doors. Kicking them open with a loud bang and a screech of rusted hinges, Lily watched him disappear into the interior. Another rough shove urged her up three short steps after him.

"Keep moving." She clutched her arms to her middle, fighting the roiling in her stomach. Alcohol or terror, Lily wasn't sure which it was... She felt like she needed to vomit. She couldn't since the muscles in her throat were currently trying to curl in upon themselves. Feet stumbling over every crack in the concrete floor, Lily followed after the changeling ahead of her, losing him around corners, half-expecting to see the one man of her nightmares greet her when she turned the corner to follow him. Instead, it was just another corridor, or a stairwell, leading her deeper into the heart of the seemingly abandoned office building. All the while, the soft whisper of feet followed her, reminding her the opposition just a few feet at her back. The way she was locked up, Lily knew she couldn't do anything for herself in that moment...

"In here." In the dark, shadowy interior of the abandoned building, Lily was guided into a dimly-lit room, the sort that made her squint in the sudden harsh light. A single exposed lightbulb lit the room. Compared to the rest of the building, though, this room was actually furnished. Three bunk beds were pushed against three of the four walls, and inbetween them were desks and dressers. A wide, circular rug in the middle of the room softened the gray concrete, and Lily was directed to stop in the middle of the rug. The light flickered slightly, making everything go dark for a second. She felt her head swim even more.

Behind her, the door shut.

Then the nightmare began for real. Lily hardly had a moment to think before one of her changeling captors wheeled about and planted a firm smack right across her cheek. The blow snapped her head to the side, made her cry out for a brief, clipped moment as she fell to the floor.

"Aah!"

"SHUT UP!" The supposed leader, who had taken her arm the first time, pulled her roughly to her feet by her hair. Whimpering loudly, Lily felt tears well up in her eyes as her feet scrambled for a moment. Finally, she found her footing, scalp tingling as he released her hair. Another smack. This time, she held her footing and her tongue, but still stumbled backwards. Cheeks on fire with pain, Lily looked up just as the changeling's hand whipped around again. This time, Lily saw stars. Her head made a sickening sound as it hit the concrete floor, making her vision swim and her body feel even weaker. She hardly even reacted as she was pulled up by her hair yet again.

"I plan on making you pay, Liliana. I plan on making you pay dearly. Believe you me, I'll take the price for Ajax's death out on your very soul before handing out off to Chrysalis, an empty shell of who you used to be." He stood up fully, and Lily fell onto her back with a grunt.

"Come on, boys." Another said, pulling his shirt off. Lily watched him in a haze as his hands started unbuckling his belt. "Let's make Chrysalis proud." She watched, a dull sort of dread aching through her breast, as the man stripped himself bare. Already, his member was swollen and eager, the veins almost throbbing visibly. She swallowed thickly, wondering what they had planned. Scratch that, she knew exactly what they had planned. The nude changeling, disguised as a human, advanced towards Lily with a devious grin on his face. "Open." He said roughly, his member throbbing lewdly infront of Lily's face. As if in defiance, her lips pressed tighter. Grabbing her hair, the man yanked roughly, the scalp where she had hit her head flaring in pain.

"Aah- GLRK!" Her mouth had opened to cry out in pain, but he quickly stuffed his cock inside, not giving her a second chance to close. She tried to bite down, but another tug dissuaded her. His taste assaulted her, made her cringe as he started woodenly moving his hips.

"There's a good girl." He teased, effectively-mouth fucking Lily. Her, the highest-ranking lieutenant of the entire changeling army, was now being mouth-fucked by nothing more than drones...

Oh how the times change.

"Gack!" She forced him out with a twist of her head, gasping for breath as saliva and nausea made their way up her mouth. She fought down the latter, but felt the long strands of spit fall to her blouse. Which was unceremoniously being ripped off of her chest by another changeling. She heard the ripping of fabric, felt the cool brush of air on her bare skin.

"Oh shit! Lookit that core! Bitch probably works out. Or maybe she just uses her changeling magic to APPEAR sexy, huhn?!" A sharp slap to the skin of her breasts made her cry out again. Which meant her mouth was invaded once more. This time by fingers. She tried to bite down again, but the combination of terror and mind-numbing mouth fucking made her jaw not want to cooperate. She was only vaguely aware that the other changelings, all shifted into rather well-endowed men, were stripped bare and advancing towards her now. Mouth open, she swallowed hard, making a sick choking noise against the fingers that probed her mouth. Her bra ripped off suddenly, leaving her bare-chested on the cold floor, even as more hands started tugging at her skirt. Thankfully, the zipper was concealed, and the changlings in their lustful haze were unable to locate it.

"Fukkit."

Not that it mattered. The fabric ripped with a rough tug, tearing it and her panties off. "There we go!" Tossing her clothes aside, the changelings set in on her, pawing at her, arguing for who got the first go.

"All of you, shut the fuck up!" The leader, whoever it was, spoke up suddenly. Lily gulped as he rose above the others. "I'll fuck her first! Then you, you, you, and you can have her!" He pointed to each in turn, who all bowed their heads willingly as he went to settle inbetween her legs. "I wanna see this bitch's face when I put it in. And I can gaurantee you, I'm not the first one who'll have you, either. Queen Chrysalis has hordes of drones eager to pay you back for what you did."

"You're wrong."

"What?"

"You're wrong... There are free changelings in Equestria now... Chrysalis' horde is done for." Lily wasn't sure if it was her or another that was speaking. Nevertheless, there was a pause before a low growl came from the leader, and he smacked her again. Almost as if she was resigned to it, Lily let her head snap to the side, rolling across the gray concrete. She almost didn't feel it when he pushed into her.

"You shut your mouth! Better yet, one of you fill it for her!" And so they did. Lily's hair was pulled, though she didn't feel the pain. Instead, she let her weak jaw just open, feeling the head of another shifted changeling cock push it's way inside. Her vision was filled with nothing but the sight of the changeling's midsection, so she closed her eyes, trying to block what was happening from her mind and her sight.

It didn't work.

All over her body, there were hands... Hands everywhere. They fondled her breasts, toying with her nipples as she choked and gagged on a penis. They toyed with the entrance to her asshole, grabbed her firm ass... One of them, whoever it was, wanted to touch her feet and legs, would constantly run his hands up and down them. She was only vaguely aware of being rolled over at some point...

Things snapped back into focus as she felt another head press against her rear. She flexed for a moment, but wether she wanted it to or not, it was going in. Rather than get hurt, Lily opened herself, let the invasion happen. She'd be lying if she said it didn't hurt. But not physically. This was a different kind of hurt. This was the kind of pain that only Ajax could make her feel. And now, as her hands were roughly forced to curl around two more penises, the one in her mouth moving of it's own accord, she was completely used up. The only appendage or hole she wasn't using was her feet.

Lily relaxed. She let it happen. Cold terror still gripped her heart, made her fear for the pain and agony that was in store for her, but as far as what she was feeling physically, she was dead to it. She had learned that with Ajax. To just let it happen. Nothing you could do against it, nothing you could do to stop it. Just let it go. Whimpering a little now and then, Lily essentially became a ragdoll. She lost track of how much cum was pumped inside of her. She didn't know how many times her breasts, stomach, back, or face were the target for one orgasm or another... All she knew is there was no pleasure in it for her. This was solely for them.

"Take it, already!" The first words she had heard in what had to have been a half an hour came to her mind. She was on her back, being taken by one, while the other hovered his hands over her cum-flecked, jiggling chest.

"I'm trying! Keep going!" She blinked and glanced down, saw something she had never expected to see.

"What..."

"Did she just talk?"

"Don't matter. Keep going. I want to hand Chrysalis her Essence myself." The changeling with his hands above her chest was trying to feed on her. To take her essence.

Hers.

The one who had discovered how to remove the essence of love that changelings feed off of.

Was about to be a victim of her own technique.

"N-no..." She whimpered.

"She did talk! Shut it, bitch!" She was smacked, but that didn't stop the panic welling in her heart. She looked down again, her cheek stinging from the blow. There. She saw it. The faintest wisp of-

"Damnit!" Panting, lathered in sweat like he had just run seventeen miles in the sun, the changeling trying to feed collapsed, his chest heaving as if from great effort.

"Aw fuck! Come on, man! Get back to it!"

"C-cant... Too much!"

"Fuck!" Pulling out of her, making Lily gasp as her walls were suddenly void of phallus, the changeling went to take the other's place. His hands glowed faintly as he tried to pull at it. Lily, in a final act of defiance, crossed her arms across her chest, keeping him from feeding.

"Damnit, you're right. I couldn't get it if I tried. Don't you worry, though." He stood, grinning lewdly down at Lily on the floor, covered in various bits of cum, quivering slightly. "I'll get it out of you before we hand you off to the queen. Believe me, Liliana. It'll happen." Kicking his useless friend in the side, the leader left, slamming the door behind him. Lily was left on the cold concrete floor, close to one of the bunk beds. Across the room, two more changelings slumbered, nude, and obvoiusly spent from violating Lily. The third, the one who had been trying to feed, had passed out on his back in the middle of the rug, snoring slightly. Lily felt terror and depression build up in her breast, tighten it's grip until she could hardly breathe. Struggling to find her breath, it finally came in a choked sob.

"'Ey..." One of the changelings grunted. "Shut it over there. Or I'll give yeh somethin' to cry about..." He rolled over and went back to sleep, leaving Lily to try to fight her sobs. She bit her lip until she tasted blood. The chest-shaking sobs threatened to break out, and she had to let them go in shaky breaths. She felt wetness on her cheeks. Not the sticky, warm sort of wetness from cum... A different sort... She raised a hand to her cheek, pulled it away with glistening water.

Tears.

She was crying.

Lily didn't sleep that night.

"Ready for round two?" The words came through another haze of waterlogged eyes and sore muscles. She looked up at the gathered changelings with bleary eyes, saw them grinning lewdly down at her. Her lip curled into her mouth as she watched them strip bare, clothes tossed aside haphazardly. They were already aroused, throbbing and oozing precum. "I promise you, Liliana-"

"My name..." Lily groaned, sitting up. She watched their brows draw downwards, confused as she slowly rose to her feet. "Is Lily."

"Listen, you-"

His head hit the wall with a sort of sickening thud, the kind that would make a lesser person cringe. Or possibly vomit. Lily, her arm shifted halfway between a human's and... Something else... Opened her mouth in a primal scream of rage and anger. The force of her shout made dust fall from the ceiling. Still unaware, the second changeling had just opened his mouth as Lily split him in half. Black, viscous blood sprayed into the air as the remaining three started to turn, to run. Lily set on them mercilessly. Not that she was aware. Lily, in her mind, was off and someplace else. Some place dark. Dark like the blood on the walls, on the ceiling, pooling on the floor...

"Holy shit." Shining Armor said for what had to have been the fourth time. Celestia just glanced at him before turning her sight back to the scene laid out before them. "I mean, really, holy shit."

"Okay, I get it." Celestia said softly, pinching the bridge of her nose. "This shit is holy. Point established. Can you give me your opinion now?"

"S-sorry, princess..." Shining Armor conceeded, blushing a little. He set his face in stone, the type of face only a Captain of the Guard could get. Not the type of face he wanted his beautiful wife to see. "Give me a few."

"Take your time." Celestia crossed her arms, her own face one to mirror Shining Armor's. She had been first on the scene, having felt a somewhat disturbing ripple of magic coming from this area. Thankfully, she had arrived in time to shield the area from any other curious magi who might want to check out the mysterious pulse of arcane power. Factory shielded and protected against any outside interference, save for Shining Armor, whom she had called for and specifically tailored her shield to allow him to pass. She followed the streams of powerful magic to their source, and found the things nightmares were made of.

She now stood in a dark, broken room of an abandoned factory. Why they hadn't torn this building down and built it into housing or maybe a trendy shopping mall, Celestia would never know... Damn building commissions. That mattered little at the moment, however, as she carefully scanned what could easily have been called the fourteenth most grusome thing she had ever laid eyes upon. For a princess that was thousands of years old, that was saying quite a bit.

"These claw marks..." Shining Armor's voice made Celestia look up at him as he ran his fingers over a series of three evenly-spaced scores in the concrete wall. "I can't place them. Not with any species one would normally encounter... Even a Canis or Ursa couldn't make these..." He rubbed his fingers together, brow furrowing at the fine black powder that coated his fingertips. "And the residue is certainly a new development."

"Changeling Prime."

"Princess?"

"The species. It's Changeling Prime. Remind me to let you look at my personal restricted library when we return to the castle." Celestia said softly, frowning slightly. Hers was a face that wasn't supposed to frown. For Shining Armor to see it was something very few people had seen over the long millenia of her life. The last person who had seen Celestia frown had died hundreds of years ago. Back to the moment at hand, Celestia had no intention of ever letting Shining Armor see her private library. There were books in there that could fell kingdoms. She had a plan in place. For now, Shining Armor turned his attention to the eviscerated bodies strewn about the floor.

"The force of the blows would have been enough to kill these men, let alone the lacerations... Which were enough to shear them clean in half..." He leaned in closer. "The cuts were clean. Much like the ones on the wall. And they appear to have the same residue as the marks from the wall. Razor-sharp doesn't begin to describe it. Is this really the product of that... Changeling Prime? Whatever that is?" Celestia nodded and stepped next to him, looking down at one such body that was split cleanly in half. Entrails stretched between the two halves in a pool of goopy, black blood.

"Pardon me for saying again, but Holy Shit. This thing isn't still lose, is it?" Celestia shook her head and looked back at the one body that was still whole. Lily, covered with a pure white sheet, lay on her back, eyes closed and breathing even.

"Not in the sense you think, Shining." Celestia said softly, watching Lily breathe through the thin fabric covering her to her neck. Her captain connected the dots, glancing between the ravaged bodies and Lily on the floor.

"Wait... Are you saying Lily did this?"

"Indeed she did, captain."

"How?"

"Again, remind me to let you see that book." She looked around the room and sighed. "This is... This is gonna take some doing."

"What is, princess?" Shining Armor said, looking at her quizically. She turned a melancholy gaze upon him, lifting a glowing hand.

"Cleaning up." He blinked once before the memory wipe spell hit him.

"Ngh..." Lily came to consciousness feeling groggy and admittedly fatigued. Blinking unevenly at the fuzzy light, she began to slowly take inventory. Broken bones? No. Clothes? She was wearing pajamas. Location? Her eyes focused, and she saw the familiar sight of her own bedroom. Home. Cool. Last night? Uuuuumm...

"Uuuuumm..." She groaned, sitting up. "What happened last night?" Her words fell on no one's ears as she held a fuzzy head with hands. A slight headache, but nothing terribly bad... Swinging her legs over the side of the bed, everything was in working order... She padded into her bathroom and took a much-needed, eye-opening shower, thankful for the hot water and a cleansing scrub. Feeling much better, Lily dressed and exited her apartment, running into none other than Maggie in the hall.

"Holy shit, sleeping beauty lives." She said with a teasing smile, hugging Lily softly. Lily returned the hug with a soft smile of her own. "Feeling better?"

"Hmm? Uuh, I guess... What... What happened last night?"

"You mean yesterday afternoon?"

"... I guess..."

"You walked in, stumbling a little, said you'd been out at a bar with some cute little fella. You let him take ya home, and he screwed your brains out. Still drunk and limping a little, you went to your room. You've been asleep, or so I guessed, for like... Sixteen hours." Lily blinked as Maggie explained the previous night's events, trying to remember any of it.

"Shit, I don't remember any of that." She said, blushing from embarrassment.

"Aah, don't worry about it. You probably had too much to drink." She remembered taking a stroll through Canterlot, finding a bar... She had a hamburger... Then she ordered a shot... Then it was a blur. "Paper?" Maggie snapped her out of her reverie as they descended the carpeted stairs to the lounge. She looked at the folded paper Maggie held out to her, gently taking it. Flicking the front page open, Lily took a seat in the lounge and scanned the headlines.

"Woah." She said softly.

"Hmm?" Maggie sat opposite her, cocking her head to the side. Lily pointed to the paper with her chin and started reading.

"Mysterious blaze burns on in Canterlot industrial district, no victims, blaze controlled but unable to be fought conventionally." Maggie cut her off then.

"Oh yeah, I read that article. You could see the fire from here yesterday. Apparently some young magi broke into that abandoned factory down there and set some kind of magical fire. Here, I think you can still see it..." Maggie stood and padded to a nearby window, looking out intensely. "Yeah, there... See, you could normally see that one smokestack, there, between the building with the pointed roof and the tower... It burned down some time this morning. You could hear the crash from here." Lily followed her, and saw that the skyline towards southern Canterlot was, indeed, different... The tall, industrial grey smokestack was missing entirely, and a thick plume of smoke still rose into the sky...

"Huh." Lily said. "Wonder why I didn't hear about it..."

"Probably because you've been asleep for almost a whole day." Maggie teased, leading Lily back to their seats. "I didn't read anything else in the paper... Anything interesting?" Lily sat down and unfolded the paper once again.

"Uuh... Apparently the Captain of the Guard is sick..."

Not too far away, on the balcony of the Canterlot palace, Celestia and Luna looked out over the city, at the magical fire, at the lights of Maggie's, discernable by their gifted eyes. Celestia sighed, and Luna glanced at her.

"Is it true, then?" She asked gently.

"Indeed... Drones have the ability to extract essences. They tried on her. It's all a vague magic I've yet to study in depth, but I can tell when one person's been fed on or not... They certainly tried on Lily."

"And the..." Luna began, but was cut off as Celestia began speaking once more.

"I subdued her, brought her back to her normal form. Changeling Prime's havent existed since before Chrysalis began her reign... What text we do have is very vague, but it suggests they manifest when the queen begins losing control of the hive. When her magic begins to wane. We may now know why she attacked Canterlot. With all the love in Equestria, she probably could have reigned longer... Thanks to Shining Armor and Cadence, though, she's beginning to lose control over her horde. Lily may very well have been the first product of this. Ugh, I'm thinking this over too fast, too much..." Celestia held the bridge of her nose again, trying to still her racing thoughts.

"So Changeling Primes..." Luna led her on, back on the original thought.

"Are candidates to become the next queen or king..." Celeastia continued. "However many there are, they fight, and the winner is crowned. I think. I'll have to double-check Starswirl's texts... He was the last to do any research on them. Needless to say, you and I were young when the last Changeling Prime won... That would have been Chrysalis. She became queen, and ruled the changelings you and I know now..."

"Huh." Luna said softly.

"Pure conjecture, of course... The text is old, many parts of it missing or damaged... I may not be correct."

"But Lily... How will she cope with this?"

"I had to wipe her memory and Shining Armor's... I set the blaze spell and took them both away." Luna turned her midnight-blue gaze back towards the plume of black smoke raising from the ruins of the factory.

"Was wiping their memories really necessary?" She asked.

"No one should have to live through that. Worse that she did, I wouldn't want her to remember it. You know the memory majora spell, right?"

"Aah. Yes, I see... Almost like it never happened..."

"Emotionally, spiritually, even physically, Lily is the same as she was before she met them that night."

"And Shining?"

"The same. Also the reason I set the magical blaze myself. I don't want anyone knowing what transpired at that factory. That place was a nightmare. Worse, even, than that one time you brought that injured avian-"

"You said we wouldn't talk about that anymore." Luna whimpered. Celestia chuckled.

"My wardrobe will never be the same."

"Oh shut up, sis." Luna groaned, covering her face with her hand. "Still, though... Lily... Able to change into a Changeling Prime... I knew she was powerful, but to that extent?" She said softly... "I'm glad she doesn't pay her loyalty to Chrysalis any longer..."

"As am I, sister..." Celestia groaned. She looked halfway across the city at the lights in Lily's room, her keen gaze able to focus on the pinpricks of light specifically. Lily was practicing violin. Celestia sighed and stood up, many things going through her mind. "As am I..."

---------------- Notes from the Author ----------------

Haha! Loyal comes back with a gem!

I feel really good about this chapter. I'd apologize for the short clop portion, but I really don't feel the need. It opened up a WHOLE new branch to the story, and helped me immensely. Thanks to Danielpie12 for the interesting request.

Honestly, though, I started out struggling quite a bit with this chapter. Like, a lot, actually... When I set in on the clop, though, it all clicked. Not the clop, as is apparent, but the story for this chapter. Next thing I know, I've written out a WHOLE bunch of shit, and what's more, it all clicked. I'm excited to continue the story, and I'll be starting the next chapter tonight.

There are some fairly major changes to the chapter list, though. I'm passing on writing the original content with the CMC's grown up. Sweetie Belle, Applebloom, and Scootaloo can remain at least PARTIALLY innocent, and the Fluttershy/Liam/Applejack threesome wouldn't have worked out with the story anyways. (In chapter 7 of ADKoL, the dialogue between Applejack and Fluttershy suggests the two have never had previous knowlege of the other's sexual encounter with Liam.)

In short, I'll just be finishing out all the request chapters, saving all the original content for the final 3-5 chapters of the story. In those final chapters, we'll learn more about Changeling Primes, Lily, Twilight, and the future of A Different Kind of Love in general. In addition, it'll open it up for A Different Kind of Love: Melody's Tale, and will also serve as the starting point for A Different Kind of Love: The Untold Chapters. The former being... Well, you'll just have to find out... The latter is Ajax's, Maggie's, and Twilight's own personal story.

This is like, the fourth time I've posted that bit >.> Keep your eyes peeled for a blog entry updating you on my progress.

Hope you enjoyed the read ^.^

Marital Troubles

---------------------- Request chapter: Mr. and Mrs. Cake ----------------------

The following takes place approximately 18 months after Maggie's has opened, following the events of "Special Delivery" and prior to "One Dark Night."

Lily blinked as what appeared to be a couple slipped through the front door, trying to be as serreptitious as possible. She politely excused herself from the current conversation that she wasn't terribly involved in anyways and slowly slipped through the crowd towards the two. They appeared to be asking a question of Sierra, who almost immediately turned and spotted Lily, pointing at her as she advanced. She met up with them, smiling softly.

"Name's Lily. What can I do for you?" She asked. They didn't appear to be customers. Given it was a man and woman together, she would be willing to bet they were a couple. Not the first she had serviced, but they were the second. If they were here for business, she would be surprised. Not many married couples were that open these days. It was almost a shame, Lily enjoyed passionate threesomes.

"Erm, could we, perhaps..." The man blushed, rubbing the back of his neck with a hand. "Move this somewhere more... Private?" Lily was slighlty taken aback. So they WERE customers.

"Right this way." She said, lifting a hand as she led them down a hallway. She turned once and opened a door, ushering them both into one of the many lavishly-appointed bedrooms. They stood close to the door, fidgeting awkwardly, obviously uncomfortable. Lily left the door unlocked, just in case she was incorrect in her assumption they were here for business. She lit a fire and gestured to a couch, taking the chair for herself. Long legs crossed, she waited for them to get comfortable, removing coats and hats. She finally got a better look at them, noting the man was tall and lanky, his face seemingly not quite grown out of it's transient juvenile state. He couldn't have been older than Lily. The woman, however, was slighlty more curvy, had a soft tummy, round features, a wide smile. She flashed it at Lily befored nudging her partner.

"Y-you see..." The man started, stammering slightly. "My wife and I," So they WERE married. "Have been having... Eer... Intimacy issues as of late. Specifically, on... Eeh... My end." He flushed bright, looking at his hands curled up in his lap. The woman cut in.

"We're bakers from Ponyville, you see... And we heard of this place from a dear friend of ours, Pinkie Pie. She works for us off and on, whenever we need a more... Ahem... Energetic hand... So, when we heard about this place, about you, we naturally had to take a look for ourselves. Is it true... Are you a... Changeling?" She seemed less fearful, and more genuinely interested. Lily just smiled and smoothly shifted, changing from Lily into Dancer, the sleek stripper from Las Pegasus. She shifted again, taking on Samantha Sunrunner, then once more into Liam, the lumbering man she had used frequently. Both husband and wife watched in amazement as Liam shrunk back into Lily, her leg still crossed.

"I am indeed. I can change into whomever you please, sex is optional, and yes, I can do both with one hundred percent functionality. In addition, I'm sterile." She smiled as the man swallowed, the woman blushed. "Let's start simple. Do you have names?"

"Diane Cake, this is my husband, Keegan Cake." Mrs. Cake said quickly, still flushed.

"May I call you Mr. and Mrs. Cake?"

"That'd be fine, darling, it's what most of the folks in Ponyville call us." They both smiled, sharing a serreptitious glance. "You see," Mrs. Cake continued. "We're losing our touch. I'd like to think we have an open relationship between the two of us, however... I'm honest with my husband, he's honest with me, and a more... Ahem... Recent development has come as a bit of a surprise, but could just be what we need to introduce the mystery and excitement into lovemaking once more." She gnawed her lip, glancing at her husband, who took over speaking.

"I... Well, I was aroused by a sight a few days ago. It's been a couple of weeks since we've been able to do anything together, since I had... Become disinterested... But, you see..." He fussed with the words for a few moments. "Well... Pinkie Pie was in one day, and she... She wasn't wearing panties, and when she bent over to pick up a sack of flour, I... I got to see it, and I... Well..."

"Got wood." Lily interjected bluntly. They both flushed and nodded. "I see... So, Mrs. Cake permitting, I would change into Pinkie, and the three of us would play out how it goes from there?" Her chest tightened a little, an uncommon occurence for a changeling whore. "A unique proposal. Though to be frank, why didn't you just ask Pinkie? I know the girl. She'd probably say yes and bake you both cookies afterwards." Mrs. Cake gave a small laugh as Mr. Cake smiled.

"The thought crossed our minds, but... Professional courtesy, and all that... It'd make things awkward. We want something one-time, not a hanging air of tension between all of us... Do you think you could help us out, miss...?"

"Lily." She smiled and shifted into the bubbly, pink-haired party girl. "But you can call me Pinkie Pie!" She stood up, bouncing over to Mr. Cake and jumping into his lap. She landed as he gave a soft grunt, unsure what to do with this new development.

"Uuh..." He muttered, looking at Mrs. Cake, almost as if asking persmission. She flushed and nodded, slipping away to go sit on the bed so she could watch. "Well, uuh... L- I mean, Pinkie... What, uh... Are you uum..."

"Oh, Mr. Cake! You're always so cute when you fumble your words." Lily teased, laying a hand on his cheek and pointedly scooting her rear a little higher towards his crotch. "Tell me, do you wanna keep talking, or are you gonna suck on my tits?" She puffed her chest out, breasts pushing at the hem of the blouse she wore. His face was full of her cleavage, he couldn't do anything to not see them. She looked up at Mrs. Cake, who was seemingly getting comfortable... Maybe a little too comfortable? Seriously, why was she spreading her legs so wide? Lily was about to ask her permission to continue when Mrs. Cake slowly started hiking her skirt up, her fingertips rubbing the insides of her thighs. She was... Mrs. Cake was getting off on seeing her husband assaulted by Pinkie Pie?

"Mff..." Lily hadn't even noticed, but Mr. Cake had buried his face into her cleavage, was busy kissing and giving small, teasing licks to the soft, bouncy flesh. Lily giggled and shrugged one shoulder out of the blouse, exposing a wider expanse of her skin. He gave another soft moan and kissed more around to the front. Even if he had his eyes open, which he didn't, his face would have been so full of cleavage he wouldn't be able to see how erect her nipples were... But if he kept kissing in the same trail he was, his tongue would probably discover it before his eyes.

"Haah..." The soft breath made Lily raise her eyes once more, smiling as she saw Mrs. Cake pressing her fingers into the crotch of her underwear. She moaned and rubbed, prodding at her lips through the thin fabric, in plain view of a grinning Pinkie Pie. She was REALLY enjoying this... Lily had to admit, she rather was, too... Squriming her hips, she felt the firm arousal rise against her rear just as Mr. Cake's lips pushed that last bit of fabric aside to firmly suckle her nipple. Groaning loudly, she pushed her hands back into his hair, encouraging the man on. That seemed to do the trick for the missus, as she quickly stood, stripped her lower half bare, and settled back on the bed, fingers pressing into bare flesh now.

"Hang on, Mr. Cake." Pinkie said, gently pulling his mouth from her nipple. "Let's make this more interesting, kay? Lemme go find a blindfold to put on you!" She giggled and stood up, making sure he got a decent nip-slip before departing. He watched her hips bounce and sway as she skipped across the room, going to a nearby wardrobe. Finding what she wanted, Lily smoothly pulled a long shirt out and wrapped it around his face. He wouldn't be able to see a thing that way, his eyes completely covered. Quick as can be, Lily tugged at his pants, giggling as his hard member quickly popped free. Twitching slightly in the open air, he looked more than ready for some fun. Lily shot Mrs. Cake a lusty look as she slowly sank to her knees.

"Pinkie, are you... Wait, are you gonna NGH-!" Lily opened her mouth wide and slid him in deep, her tongue spreading a copious amount of saliva over the hard shaft of man-flesh. She moaned and bounced her head up and down, the pink curls of her hair swaying and jiggling as she worked at that hard pole. "Haah! F-fuck, slow down! Aah!" Lily wasn't sure, but she thought she could hear two sets of hot and heavy breathing. Almost like... Mrs. cake was enjoying herself... She popped her mouth off of Mr. Cake's dick, stroking it smoothly with no small amount of help from her own saliva. Looking over the man's shoulder, she saw Mrs. Cake was plunging two fingers deep into her center, groaning as she masturbated to the sight of her husband getting a blowjob. Lily smiled, curling her finger to beckon the woman over.

She slipped from the bed, reluctantly pulling her fingers free so she could walk normally. Pinkie went right back to sucking, keeping Mr. Cake guessing as she worked against him. Mrs. Cake watched in awe as Pinkie Pie plunged him deep, the head of his shaft rubbing at the entrance to her throat before sliding all the way back out. She stroked him smoothly, scooted over to the other side, freeing up some space for Mrs. Cake. Hesitantly, she settled on her knees, watching Pinkie's slender fingers caress her own husband's throbbing member. Biting her lip, she looked at Lily, back to his cock, back to Lily...

"Oh come ON!" Lily mouthed quietly, grabbing Mrs. Cake's head and smoothly pulling her lips downwards. She took to it with gusto, opening her jaw wide to push him deep. There would have been little difference between her actions and Lily's own. Mr. Cake seemed to be enjoying it, though. He panted and bucked his hips, twitching underneath both of them. Lily massaged his sac softly, squeezing and rotating his balls as Mrs. Cake sucked, licked, and deep-throated his throbbing shaft. Moaning and twitching, he lifted his hips into her touch, just as she popped out for a breath.

"Pwah! A-ahck!" He came just then, spurting a strand of creamy cum directly into her mouth. She sputtered and spit it out, the white cream coating her lips as even more shot out to land on her front, on Pinkie Pie's breasts, on both of the women's faces. Lily giggled and pulled the blindfold free so Mr. Cake could see the double facial he had just given them. She moaned and leaned into Mrs. Cake's face, her tongue lapping up the stray strands of cum from her skin. Mr. Cake panted, his hardness not diminishing at the sight of his wife being reluctantly licked clean by a hungry Pinkie Pie.

"Th-that was..." He started to speak, but let it trail off as Pinkie's hand slid down Mrs. Cake's front, down to her crotch, playing with her already-wet womanhood. Mouth open in shock, Mrs. Cake tensed up and shivered, the combination of the tongue and fingers against her making her even more aroused. Finally, Lily ended by licking Mrs. Cake's mouth, her tongue finishing by sliding deep into the open lips for a tongue-filled, erotic kiss. Mrs. Cake finally melted under the touch, groaning as she raised her hips to the probing fingers.

"D-don't stop..." Mr. Cake pleaded, his hand falling to stroke his own shaft as he watched the two women finger and make out. He took a moment to strip his shirt off, leaving him bare on the couch before the two women. Lily continued to kiss, her fingers barely teasing the entrance, giving just a bit of pressure before sliding smoothly in. She groaned and pushed her fingers deeper, feeling Mrs. Cake's walls open up for her eagerly. She groaned and slid deeper and deeper still, pushing nice and hard until two fingers were completely buried within. Still, Mrs. Cake wanted more, so she pushed a third in. That seemed to do the trick. Panting, Mrs. Cake pulled away from the kiss and cried out, her walls suddenly tensing around the three fingers within her pulsing vagina. Lily smiled and pulled her fingers free, licking them clean of the shining liquid as she started pulling her clothes off. Pinkie Pie stood nude in front of Mr. and Mrs. cake, smiling down at both of them.

"I hope you two aren't done yet." She teased, sliding her fingers through her own full, curly bush. "I've just gotten started." They took a few moments to re-locate to the bed, Mr. Cake stretching out on his back as Pinkie Pie and Mrs. Cake crawled towards him on their hands and knees.

"Who's going to take him first?" Mrs. Cake whispered into Lily's ear. She smiled at her and wrapped a hand around his eager member, stroking him a few times slowly.

"Why don't you?" She kept stroking as Mrs. Cake smoothly swung a leg out over Mr. Cake's, walking her way forward until her own center was poised over his head. Pinkie Pie guided him in, watched as he pressed deeper and deeper into Mrs. Cake. She let out a throaty moan as he slid in with no issues, Pinkie holding him until her hand was forced out of the way. Smoothly, Mrs. Cake sealed him inside, groaning as he reached as far as he could. It was then Lily felt the two fingers against her own center, both of them peeling her apart before slowly sliding in. They didn't stop, though... Just kept moving, inching in, marginally, until both of them were buried to the last knuckle. Lily couldn't resist grinding her hips gently.

"Ooh, that's good..." She moaned, rolling her head to the side slowly. "Really deep..." She noticed Mr. Cake's mouth was open, practically begging for it. Who was she to deny him? Grasping his wrist, she gently pulled his fingers out of her center, adjusting until she was straddling his face. "There ya go." She said with a soft giggle. "Go ahead and give it a lick." Smoothly, she dropped her hips, plastering a wet hole against his mouth. He took to it eagerly, his tongue smoothly gliding into her waiting center with ease. She gasped and dropped her hips lower, trying to fit more of his tongue in. It was when she felt his teeth pressing to her clit she pulled up just a little... Not enough to pull him out, just enough to give a little space... Then she dropped them again. In away, she and Mrs. Cake were both riding him now. Gasping and moaning, both women bounced and grinded their hips against Mr. Cake, panting and moaning as the smell of sex and sweat began to fill the air. Lily was the first to give out, gasping as his tongue pressed into her. Clamping down on that slippery appendage, she came with a loud moan and shaking thighs. Mrs. Cake helped by grasping her breast, one finger rotating the hard nub of flesh in a rough circle. Lily had to return the favor.

"Ooh!" Mrs. Cake panted as Lily's own fingers pressed into her clitoris, quickly flicking the engorged button of pleasure back and forth. "Ooh, I'm... Aah, I'm cumming!" She panted, and judging by the gasp Mr. Cake gave, she had just flexed. Mid-orgasm, she pressed a rough kiss to Lily's lips, her tongue invading. Not that it wasn't welcome... Lily leaned forward as Mrs. Cake insistently pulled her closer, walking her way down the prone body underneath them. When she felt Mr. Cake's eager cock pop out and slap her pubus, she got the meaning behind it. Quickly swapping positions, Mrs. Cake let Lily take the lead, sliding her own husband deep within an eager, aching hole...

"I'm... Really close..." Mr. Cake panted, squirming his hips. Lily grinned back at him.

"Good. Hurry up and cum, Mr. Cake. Dump all that hot jizz inside of me... Ooh, please! Hurry up and cum! Pleaseeeee!" Lily groaned and rode him fast and hard, their hips meeting with a firm slapping sound. She was still coming down from her own orgasm, feeling slightly numbed to the intense pleasure already pounding through her veins. Panting and riding harder, Lily let loose with a series of fast, rapid thrusts, each one driving him deep and hard into her. Mrs. Cake watched in disbelief as her husband was rode probably harder than ever before, and was loving every single second. Shivering, she got to witness as he came into Pinkie Pie, gasping and bucking his hips with each strand of thick cum. Shivering and panting, Lily slid him out along with a fair amount of thick, creamy cum, stretching out on her side. Together, all three of them stretched out, breathing heavy in various prone positions.

"Amazing..." Mrs. Cake muttered.

"I'll say..." Mr. Cake agreed.

Lily just started snoring.

A week later, Lily signed for a package from a deliveryman at the front door, smiling and thanking him as she took it back inside. When she opened it and pulled the tray of cookies out, she could already tell who they were from. She took the letter as the group of girls invariably were drawn towards the baked goods. The note read:

Lily-

Thank you so much for your help last week. Since our visit, my husband and I have re-kindled that lost flame, and are making love much more often now. Should the problem resurface, though, I'd hope we could count on your help again. We've made this batch of cookies especially for you, and Mr. Cake added his own *Secret* ingredient for you. I hope you enjoy them as much as we enjoyed your company. Sincerely,

-The Cakes

Lily looked up, horrified, from the letter as all the girls were digging in, many of them already reaching for a second cookie. "Oh my goodness, these are incredible!" Sierra said, her eyes rolling as she bit into her second cookie. "Lily, does it say what's in them?" Hurriedly, Lily tossed the card, blushing as she took a cookie of her own.

"N-no... All it says is the ingredients are... Ehehe..." She took a bite. "Secret."

All Work, No Play

------------------ Request Chapter: Trixie ------------------

The following takes place after "Marital Troubles" and before the "Seventy-Two Hours" trilogy

Lily was drunk.

No doubt about it, the spinning in her head was attributed almost solely to alcohol. She swayed a little in place, blinking unevenly as the room fought to spin her in a circle and leave her on the floor. Instead, she unevenly clattered down off of the bar stool and fixed her gaze on the faraway staircase.

The installation of a bar was a boon to their business on a normal night, when they were open and had customers... But on the nights they were closed, the prospect of delicious cocktails and mixed drinks had Lily frequenting the unsecured alcohol more than she ought to have. She wasn't the only one, though. Jade had passed out long ago and was snoozing peacefully on the hard wood surface. Brenda had managed to make it to one of the couches in the lounge, her legs skewed as she snored quietly. Lily was determined to make it further than both of them.

Which is to say she made it up two steps before unconsciousness took hold.

"Ngh... Lemme 'lone." She muttered tiredly, batting at whoever was poking her side.

"Get up, Lily. Come on."

"I just got here, lemme sleep for two more hours."

"Hon, you've been here for eight." Lily felt her curiosity roused just enough to raise her head and look around. The lounge was light, and behind her, the other two women were being unceremoniously roused and carried her direction.

"Fffffuck..." Lily grunted and managed to get her legs underneath her. She had coordination again, thankfully, but not lucidity. Almost in a dream-like state, she let whoever had gotten her up take her arm and guide her up the steps, stumbling here and there on the tricky flight. Finally, she made it up to the hallway and down to her own room. She was hardly aware of slipping inside and being stripped bare, though. At this point, she didn't care. As soon as she laid eyes on her bed, she stumbled drunkenly towards it, all but oblivious of the hands pulling her clothes off.

"I swear, we're gonna lock that shit up." Maggie grunted, stripping Lily of her panties and tucking her feet under the sheets. Lily felt the sweet, cool embrace of her comforter, nustled her face down into the pillow as the coolness slowly turned to warmth, carrying her off to sleep. She mumbled a clipped 'thank you' before passing out once again.

Lily was thankful Maggie had had the presence of mind to leave a wastebin next to her bed. She voided her stomach several times, making her way into the bathroom for the rest of the dry heaves. Satisfactorily empty, Lily spit into the toilet and went about cleaning up. It felt like no matter how much she brushed her teeth, though, the taste wouldn't leave. Nausea and drunkeness passed, Lily was able to finally become presentable once more. Between the clock and the light (or lack therof,) she guessed it was the same day, but late in the evening...

"Thank Celestia for three-day weekends..." Lily groaned, toying with her hair. It wasn't good enough for a work day, but she just needed something to eat. And some headache medicine. Popping the cabinet open, she took two pills with faucet water and proceeded to dress. Shorts and a t-shirt covering her just enough, Lily padded into the hallway, almost at the same time as her neighbor, Sierra.

"Holy shit! You look like hell." Sierra said teasingly.

"Oh fuck off." Lily groaned, giving the ebony avian a hug nevertheless.

"We need to get you cleaned up before tomorrow night, hon." Sierra said softly, walking with Lily down into the lounge. "If you still look this bad, just come over to my place before tomorrow night and we'll do a makeover. It's really just your eyes..."

"Hmm."

"Honestly, you okay?"

"Fine, actually..." Lily sighed, just a little upset with herself for treating a friend in such a fashion. "Just need some food, is all."

"Pasta."

"Huhn?"

"You need pasta. And green peppers. Come on, I'll fix you some... Eer... Breakfast?" Lily managed a tight smile. Anything else made her head want to split apart at the seams. Together, the two made their way down to the kitchen, where Sierra set about to boiling pasta and slicing vegetables. She slid a plate of green pepper and mushrooms over to Lily. "Pre-dinner snack." Lily smiled again and set in on the crunchy peppers, feeling much more hungry than she thought she had... Eating them one-by-one tided Lily over until Sierra finished the pasta, complete with a very hearty garlic tomato marinara sauce and hamburger. She filled her plate twice, and was feeling all but herself when the meal was finished.

"Better?" Sierra asked, taking Lily's plate.

"Thank you so much, Sierra... I owe you one." The ebony woman smiled and fluffled Lily's hair with a wing.

"Let me make you over tomorrow evening, and I'll consider us even. Ooh, before I forget, Maggie wanted to talk to you."

"Oh man..." Lily groaned, feeling her spirits fall. She figured she was in for a lecture.

"No, it's not about your drinking. Maggie kinda rolls with the blows on shit like that." Sierra called from the dish room, returning with a rag she was drying her hands on. "She says it was something to do with a customer." Lily felt her curiosity pique at the mention of a customer.

"Thanks again, Sierra." Lily embraced her friend with a soft hug and a kiss on the cheek, which was returned in kind, along with a teasing spank.

"Get goin', girl. Come by my place tomorrow, and we'll get you fixed up nice and pretty." Sierra smiled at a blushing Lily as she left the combined kitchen/dining room reserved for the girls and crossed the lounge. Up the stairs and to the first door on her right, Lily gently knocked. Maggie answered in short order, smiling at her.

"There's the lush. Feeling any better?" Lily groaned and slipped inside at the manager's insistence.

"Actually, thanks to Sierra I am."

"That girls knows how to cook good hangover food." Maggie gestured for her living room, taking a seat on a comfortable-looking recliner. Her personal apartment looked almost the same as the one she kept in Ponyville... Maybe a touch larger, but many of the decorations were the same. Lily sat on the couch with crossed legs.

"What's this I hear about a customer?" Lily asked first, smiling at the plucky manager. Maggie smiled and sipped at a cup of tea she had apparently been drinking.

"We got a different sort of request. The likes of which I've not seen before." She set her cup aside and steepled her fingers, looking at Lily over the rim of her glasses. "You're familiar with Twilight, this I know. And you know Twilight is a student in magic, studying almost directly under Celestia herself, right?" Lily nodded in the affirmative, wondering how this related to a customer... "Did you know Princess Luna has a student of her own?" Lily blinked.

"I suppose that makes sense..." Lily muttered.

"She sent us this." Maggie fished an envelope from the same table that held her tea and handed it to Lily. Hesitantly, she took it and flipped the already-opened seal over, producing a folded piece of paper. Maggie gestured for her to read, so Lily did...

To the proprietor of the establishment "Maggie's,"

Greetings. As you can most likely tell from the seal on the envelope containing this letter, I hail from the Royal Academy, class Alpha, directly under her majesty, Princess Luna. I would not contact you if the matter were not important, if not urgent. My name is Trixie Fleur A La Cadenza IV, and I have a proposition for you and your establishment.

As rumor has it, your establishment houses a Changeling, and indeed, it works regularly as a member of your staff. There is, unforunately, a marked lack of research on Changelings in the Canterlot Royal Library, and as such, my mentor and Princess has tasked me with gathering more data on these mysterious and admittedly elusive creatures. I would humbly request A (1) night with said Changeling for the purpose of reasearch and science, and nothing else. Given the nature of what I'm sure is an unusual request for your establishment, I have been authorized to reimburse you the standard rate for an average service. Should you and the Changeling choose to accept, payment will be authorized to your account immediately.

Additionally, for the purpose of research, please inform the Changeling that it will be the subject of numerous magical experiments, including but not limited to:

-Gene Observation

-Forced Transformation

-Homeostasis Observation

-Prioritus Major

-Blood Sampling (Optional)

If the Changeling or your establishment should choose to decline, I would inform you the loss to the scientific community would be detrimental to future generations, as this rare opportunity most certainly would not occur anywhere else.

Sincerely yours,

-Trixie Fleur A La Cadenza IV

Maggie's grin had spread as Lily read the note, her own expression darkening or growing just plain offended in some areas. Once done, she re-read it, just to make sure this person, whoever it was, was serious. She tucked the letter back in it's envelope and tossed it on the coffee table, looking up at Maggie, who was fighting a grin through taking a sip of tea.

"So, what, she's just too incompetent to capture one live?"

"That's what I gathered." Maggie chuckled, setting her tea aside. "Do you accept."

"I suppose... We'll probalby never hear the end of these requests if I don't." Lily frowned at the envelope, her ears heating at the offensive letter it held... "Thought I might have to give her a piece of my mind before the night is out." Maggie chuckled again, standing and stretching.

"I'll call the academy right away and schedule the research."

"No need for that." Both women gasped at the alien voice, wheeling around. To Lily's surprise, Maggie's hands began to glow with a thick aura, the frail woman summoning magic to combat whomever it was who had spoken.

"Luna!" She gasped, almost immediately dropping the spell she had been working on. Lily herself relaxed at the sight of the beautiful, tall, princess of the night. Luna smiled serenely, looking between the two women, changeling and magi, and their shocked expressions.

"No need to act so surprised, ladies." She said in that husky, oh so seductive low voice of hers. "I assure you, I'm here on business." She smoothly took Maggie's vacated seat, gesturing for the two of them to sit on the couch. Lily was beginning to wonder what else the princesses had to do if they could keep dropping in on the humble whorehouse so frequently. "Firstly, thank you for accepting my student's humble request. Even if I was the one to task her with it." Luna chuckled softly, an almost natural sound for such a beautiful woman. "Poor girl's been running herself ragged in the Everfree forest, trying to capture your former comerades, Lily."

"P-princess!" Lily stuttered. "Changelings are dangerous! Trying to capture one of them, let alone go anywhere near a group larger than three or four could be extrememly dangerous! Fatal, even!" Luna waved her off, almost like brushing off a care she needn't be bothered with. Lily was shocked.

"I'm well aware. I wouldn't send my personal apprentice to capture a changeling if I wasn't sure she'd be perfectly capable of at least defending herself. If her correspondence is any indication, changelings don't like fire all that much..." Luna smiled and settled back into the chair, crossing her legs smoothly. Lily, as always, was struck by the beauty the princess seemed to inherently have. Luna spoke again, her tone markedly different... Much more... Husky.

"I have a proposition. Another, as it were... I guess you could say... A challenge..." Lily swallowed and nodded. "Should my apprentice... Well... Enjoy her stay at Maggie's, I would double the standard rate, in addition to what she has offered. Effectively tripling the payment. However. If Trixie ONLY does her research, and nothing else, you would recieve just her payment, and I would have Lily to myself for one whole night. Free of charge." There was a pause between all three gathered women, Lily's jaw actually hanging open. She managed to wrap her mind around exactly what it was Luna was asking her, and finally brought herself to speak.

"I accept."

"Good." Luna stood, stretching her wings out. She moved so gracefully, but fast, too... Lily scrambled to stand and take the princess' extended hand in a firm shake. An agreement. "I'll ensure my apprentice arrives within the next four days. Please, Lily. Be prepared." With that, she was gone, Leaving Lily with her arm still extended into open air.

"You sure you're up for this?" Maggie said after a few moments of stunned silence. Lily dropped her hand at last, still looking at the spot the princess had last been. Slowly, she turned to Maggie, a devious grin plastered across her lips.

"I was born ready for this."

"Behold! The Great and Powerful TRIXIE!" A fanfare preceeded the cloaked figure that swept through the front door. Lily groaned inwardly at the cheap music and flashing lights of magic. Behind her, all the other girls were equally unimpressed, stoic faces and lazily blinking eyes. The figure, sensing the tension in the room, quickly dropped the act, one last fizzle of magic spitting on the floor. She brushed it away with her toe before swinging her cloak off her shoulders. Underneath, Trixie was an attractive-looking woman with fair features and a full head of pure, white hair. Despite her haughtiness in the letter and obvious showmanship,

Trixie was beautiful... She wore a teal blouse that left her long arms bared, and long, straight black slacks. Her face boasted just a modicum of makeup, some mascara and bit of eyeliner. Nothing drastic. She didn't even wear lipstick on her full, pink lips. Her eyes flashed with intelligence and understanding... Lily thought it a shame she wasn't as modest in demeanor as she was in appearance.

"Welcome." Lily was the first to speak, walking forward to offer a hand. Trixie took it with both of hers, immediately lifting her fingers up for what Lily thought would be an awfully chivalrous kiss to her fingertips. Instead, Trixie spread her fingers apart and started muttering to herself.

"Human-like digital structure, moderate firmness on nails, trimmed, appropriate length, skin tone and firmness is average, fair, absent any flaws... Save one hangnail."

"Ahem." Lily pulled her hand away, fighting back a bitter word. "My name is Lily, and welcome to Maggie's."

"So you do have names, then?" Trixie immediately snatched Lily's hand and resumed combing over it for detail. Lily had to forcefully pull away, the on-duty security guard stepping forward to intervene. Lily stopped him with a hand, her look pleading a bit of understanding from the big man. With a shrug, he went back to the front door, still eyeing Trixie up and down.

"Yes, we have names. My changeling name was Liliana, but I prefer Lily."

"You don't look like a changeling."

"Because I'm shifted right now."

"Is that what you call it? Shifting?" Lily blinked and slowly pinched the bridge of her nose. She could hear murmurs behind her as the girls of Maggie's discussed the offensive magi.

"Let's just... Go elsewhere for this." Lily turned and started walking away, Trixie jogging until she was shoulder-to-shoulder with her object, still looking the changeling up and down pointedly. Lily ignored the eyes roaming over her body, leading Trixie well and away from the others. Getting this stuck-up woman to enjoy herself was going to be a chore... Down four different hallways and into an open room, Lily locked herself and Trixie in serreptitiously. The Magi didn't seem to notice as she immediately launched into another series of questions.

"Are other Changelings named?" Lily groaned and ignored her, padding towards a group of three chairs and one couch, all arranged in a circle. She sunk into one of the chairs, but Trixie pressed the question again. "I said are other Changelings named?"

"Nice to meet you too, Trixie, can I offer you some tea or perhaps soda?"

"I'm asking you a question."

"And being incredibly rude in doing so, Miss Cadenza. Any relation to the Princess?"

"I don't see how that's relevant to our-"

"Your offensive letter and demeanor are making this entire process anything BUT relevant to my night, Trixie. I suggest you begin treating me with at least a modicum of decency, or you'll find yourself without any research notes, save for what you've already taken from my hand." That shut her up. Lily nodded her head to the chair opposite. "Have a seat, and let's begin again, hmm?" Trixie did so, smoothing the seat of her slacks as she sat opposite of Lily, twining her fingers together with a soft sigh.

"I do apologize, Liliana-"

"Lily."

"Right, Lily... My previous efforts to gather research data on Changelings have been..."

"Unsuccessful?"

"That's the polite word for it." Lily chuckled as Trixie continued. "I'm sorry if I appear to be too brash. I suppose three months tracking and trying to capture changelings can make one a little TOO eager to study one up close. And I apologize for the letter, as well... I was stressed and had been dealing with some less-than-agreeable changeling patrols at the time... Luna and I have come to refer to the non-sentient drones as "Its" and "Theys" not... Personalities. Please, may we continue?" Lily smiled and crossed her own legs, reclining into the chair.

"Tell you what. I understand you're eager to get on with your research, especially after three months. But if you indulge yourself all in one go, you're likely to get as burnt out as me. So let's do this." Lily smiled deviously. Best to take charge early. "For every question you ask, I ask one as well. One after the other. Pad heavy-duty research with some light-hearted banter. Just so you don't get burnt out." Trixie blinked, weighing her options. She seemed to be teetering on the edge of a decision. "Besides," Lily added after a moment. "We have the entire night." That seemed to do it. Trixie nodded with a slight smile.

"Very good idea... Should I begin or would you like to?" Lily smiled and adjusted her legs, getting comfortable.

"Let's itch the scratch. You begin." Trixie lit up at the suggestion and immediately barked her first question.

"Is there a ranking system amongst changlings?"

"Yes, but it only consists of three tiers. The queen is dominant over us all, and underneath her are what she refers to as Lieutenants. These are changelings like myself with considerable power, who have developed sentience. Not nearly as powerful as Chyraslis, each Lieutenant has an inherent talent for very minimal magical ability." To demonstrate, Lily cast a glowing hand towards the fireplace, hefting a small, ticking clock on the mantle. She floated it into Trixie's hand, but even doing that much had fatigued her. She fought to keep from breaking out in a sweat, and her muscles felt tired."

"Fascinating," Trixie muttered.

"Below them are the drones. Mindless beings held under the sway of Chrysalis' control. They are controlled by what we refer to as the 'Hive Mind.' That's Chrysalis' ability to control, direct, and interact with them." Lily finished the question, giving Trixie all the information she could have wanted. Lily understood how detailed research notes needed to be.

"How does a changeling progress through the ranks?"

"Aah, aah." Lily raised a finger with a smile. "My turn."

"Right. My apologies." Trixie set the clock on the small table between them and straightened. "Ask me anything." The first question was a personal one Lily had had since seeing the letter.

"Your name is Trixie Fleur A La Cadenza IV... Cadenza. Do you have any relation to Mi Amore Cadenza, or Princess Cadence?" Trixie wilted slightly at the question. Apparently, it was one she recieved often.

"Distantly, and only in name. My great-great grandfather was Flourish Philomente A La Cadenza, a personal student of Princess Mi Amore Cadenza long ago... Apparently, she saved him from slavery with the Chimera to the north, but he had been born into it... He didn't have a name, so she let him take hers. She trained him in magic, and raised him to be the man he was. My family kept that name through the long generations, but I'm afraid I'm the last... And I cannot make my husband take my name. If I ever find one, that is... Yes, I am related to Princess Cadence. But only in name." Lily swallowed. She seemed to be eager to share some of herself, with the detail about her name... Lily felt a twang of guilt for treating this beautiful magi in such a way.

"Your turn." Lily said quietly. Trixie shook her head, as if casting off her thoughts, and looked up at Lily.

"Right. How does a changeling ascend from drone to lieutenant?" Lily swallowed softly.

"When it happened to me, I didn't know it... The Hive Mind dominated me almost entirely when I was but a drone. I just sort of... Awoke one day. With the mind of a child, the other lieutenants were my teachers, Chrysalis my mother... I developed intelligence, eventually, and grew into an independent changeling. A Lieutenant. Stealing into cities, learning, researching, Chrysalis sent her lieutenants out to grow and become opinionated. Loyal, but independent. I would assume it was so she could have different points of view on important decisions. Often, she would consult with us on important matters. It wasn't until much later I witnessed a Lieutenant being born..." Lily swallowed. The Q&A was slowly becoming painful. That particular memory made her break out in a cold sweat.

"Chrysalis gathered all of us, six in total, and told us to watch... She pointed out to a sea of drones, and her hand glowed... It grew into a ray, circular in shape, that lanced out and covered all the changelings it met in it's glow... Then... Then..." Lily's hands shook with the memory. The next words she said were a whisper. "They fought..." She managed to look up at Trixie. "To the death."

Silence.

Pure, unbroken silence.

It reigned for a full minute before Lily could continue. Al lthe while, she fought to steady her hands, to keep the bile from rising up her throat... The haunting vision of what had transpired that day resurfaced fresh and new. Back when she was a Lieutenant, it wasn't a big deal... She was young still, and had much to experience... To her, it was as natural as another lesson with her fellow lieutenants, talking about mathematics or geography. Now, revisiting it, it was like a brand-new nightmare. She wondered if Nyralith had been born in the similar bloodbath as that one. Lily knew she had been. She tried not to think about it. Finally, Lily swallowed the lump in her throat and continued.

"The last changeling standing was Ajax. He joined our ranks. The strongest of the bunch. Blood of his brothers and sisters still on his hands. We cleaned him, trained him, made him one of us..." Lily was sharing too much. Getting side tracked. She had a goal to accomplish this evening... Trixie wasn't the only one with an agenda. "Th-that's how a lieutenant breaks the ranks. In a bloodbath." Trixie appeared stirred but not shaken. Her eyes were wide and her fingers curled, but she very quietly spoke.

"Your turn." Time for a change of pace. Lily shook her head, the fiery red curls swinging about and bouncing. She stood and padded to a nearby wall, which held some electronics.

"What type of music do you like, Trixie?" Lily asked.

"I prefer Jazz... Anything from Neigh Orleans." Lily smiled back at her. A woman after her own heart. Picking one CD from a small stack, Lily opened the case and slid it into the reciever. Soon enough, the soft sound of a low saxophone drifted from speakers in the upper corners of the room, giving them a quiet soundtrack. Trixie smiled at the choice, relaxing visibly in her own chair. "Good choice. I love this artist."

"One of my personal favorites." Lily tapped a foot in time with the slow beat. "Your turn."

"What? Oh, yes... Ahem. Rumor has it changelings can shift into creatures other than human, avian, or apparently magi. What others are you able to shift into?" Trixie's question was indeed a good one.

"Lieutenants are able to change into a variety of other creatures, big and small. While drones are limited to forms that may not surpass that of, perhaps, a small bear... Lieutenants can push the envelope and shift into a variety of other, larger, and more complex creatures. For instance..." Lily adopted the form of a chimera, the scaly, humanoid, hulking creatures that made their home in the frigid climes north of Stalliongrad and further. She was about twice the size of any human at that moment, the chair groaning under her weight. She stood gingerly, her back haunched so the wicked-looking spikes along her spine didn't scrape the cieling. Wicked, curved talons tipped four muscular arms, her four legs coiled powerfully underneath her. Trixie stood up from her chair and was backing away fearfully. Lily, with a reptilian sort of smile, shifted back to her normal form, and Trixie relaxed visibly, laying a hand on her chest.

"Chimera, manticore, naga, a changeling can shift into any being, and many times, keep their inherent magical abilities. Hell, I can even change into an Ursa Minor." The mention of that particular beast made Trixie tense for a few moments. There was a pause of silence as the magi stared at Lily with wide eyes. Slowly, she relaxed, settling into her chair and taking a deep breath.

"Thank Luna there are only seven of you left..."

"Six." Lily corrected. Trixie almost asked a question, but an arched eyebrow from Lily stopped her. She settled on a quizical expression instead, which Lily chuckled at. "I'll tell you. I killed Ajax... Though, Rarity, from Ponyville, is seeing another changeling who is on-par with a lieutenant whom I wasn't familiar with... So unless Chrysalis made another lieutenant in my absence, or had some far, far away, there may be more... And speaking with this other changeling, Nyralith is her name. She prefers Nyra. But speaking with her, she said some of the other Lietenants, and even a few drones, may have fallen from the horde. Honeslty, I'm surprised Luna hasn't told you this beforehand..."

"As am I..." Trixie said, her tone holding more meaning than Lily probably took from it. "Ah well. We're here now. Your turn, Lily." Trixie relaxed, though she looked slightly more frazzled than she had been previously. Lily smiled. Time for another game changer.

"Do you prefer men or women?" Trixie blinked before furrowing her brow, frowning at Lily.

"I hardly see how this is relevant to this discussion..."

"If you don't answer my question, I won't answer any more of yours. Though, as it stands, I've answered two of yours, and you've only answered one of mine. One way or another, Miss Cadenza, you owe me the answer to this question."

"There was a reason you had me ask first, wasn't there?"

"My question right now, Trixie." Lily reminded her. The haughty magi heaved a sigh, the plunging neck of her blouse revealing a little more cleavage than it was probably designed to... Lily fought to keep from grinning.

"I prefer the fairer sex, I suppose... Men can be so... Brutish... Though they aren't without their perks, for sure." So she was bi... Lily lost the fight with her enjoyment, grinning lewdly at Trixie. "What's with THAT smile?" Trixie said, sounding half-shocked, half-offended. Lily wiped away quick as she could, waving off the question.

"Nothing. Your turn."

"No, answer that same question. Why were you smiling just now?" Fuck. Trixie was good. Lily certainly couldn't reveal the bet between Luna and herself about bedding the magi. She told a half-truth.

"Personal interest. You're obviously an attractive woman, and you seem to be under an awful lot of stress. I pick up on things like that. My business is the business of pleasure, after all..." Lily dodged the bullet, breathing a quick sigh of relief as Trixie seemed to accept her answer.

"Your turn." She said cautiously. Lily smiled and moved on.

"What is your favorite form of masturbation?"

"Okay, now that is HARDLY-"

"Answer the question, Trixie. You still owe it to me. AND I answered your unasked question about the remaining lieutenants. The way I see it, you SHOULD owe me two." Lily teased, her grin returning as Trixie flushed fought with professional obligation and personal embarassment.

"Still don't see how this is relevant..."

"I'm waiting, Miss Cadenza..."

"Fingers. There. My turn now?" Her clipped answer made Lily pout playfully, but she nodded.

"Indeed."

"Can I expect any more questions of a personal nature from you this evening, Miss... Lily?"

"Given that every single one of your questions so far has been of a personal and admittedly sensitive nature to myself, yes. I should think so." Trixie opened her mouth, as if to say something, but blushed when Lily mentioned how the questions she was asking were probably much the same... A different kind of personal, but sensitive nevertheless. Indeed, the resurfaced memory of Ajax's "Birth" was going to be a difficult one to suppress...

"I'm sorry." Trixie muttered. Lily lifted a shoulder indifferently.

"Doesn't matter. I agreed to this, though I knew it may be painful... You had a list in your letter, though... Of other things you may need to do... Would you like to move on to them, instead of asking questions?" Trixie lit up and nodded enthusiastically, her hair whipping about her face. Lily smiled and stood. "Well, let's get to it then. What do you need from me?" Trixie waved her hands in a pattern, her hands thick with the glow of her arcane power. Lily watched as a rather large pack-like bag appeared in the air, shimmering as Trixie set it on the table between them.

"First off, I'll ask you the optional questions. Would you be inclined to give a blood sample?"

"Not at all." Lily sat on the couch as Trixie indicated, the magi bending over to pull a sort of kit from the bag. She pulled a zipper along the side and flipped it open. Inside was a set of needles and an empty vial, in addition to a tourniquet. Trixie set about collecting a sample from Lily, tucking the vial away safely and healing the small puncture wound. Lily didn't feel a thing the entire procedure.

"And, would you be willing to submit to a... A..." Lily frowned at Trixie as the magi stuttered over the words.

"A..."

"Uum... Physique examination...?" When Lily blinked, trying to figure exaclty what Trixie meant by that, the magi answered her unasked question. "Allow me to see... All of your body. To see how similar they are. Eer, how accurate your magic is..." Trixie's blush could have lit the room. Lily blinked again, but smiled in the end.

"Trixie, you coy fox." She teased. "Ask to conduct research, then get me to take my clothes off." Lily stood from the couch and pulled the zipper on her dress down, smiling at the wide-eyed Magi.

"Wh-what are you-"

"Trixie, relax. I'm getting paid for my time one way or another. Might as well get paid to do what I do best." Lily's dress fell to the floor in a heap, leaving the lusty changeling in just her lacy bra and matching panties. Trixie swallowed at the sight, her blush deepening further. "Just remember." Lily's voice turned serious. She pointed a finger at Trixie with one hand while the other moved up to the strap of her bra. "This is for science." Her bra shrugged off her shoulders smoothly, the wired cup still covering her breasts. Trixie's thighs visibly squirmed on the couch as Lily began to marginally expose herself, inch by inch of her breasts becoming bared to the magi's probing gaze. As her nipples finally made it into the low light of the room, Trixie swallowed hard.

"R-right. Science." Lily had her. Trixie was on the ropes. Lily was about to deliver the knockout punch. Popping the hooks on her bra, Lily tossed the lacey undergament aside. Her entire, shapely chest was now exposed to the blushing magi, a coy grin spreading across Lily's cheeks. Trixie appeared to be at a loss for words. Understandably, since Lily was a very attractive woman... Slowly, Trixie rose to her feet, standing a few short feet away from Lily. The changeling hooked the hem of her panties, raising an eyebrow seductively. It worked. Mouth opening in a sort of exasperated gasp, Trixie spoke.

"Y-yeah... Those too..." Smoothly, Lily pushed the fabric down her long legs, bending at the waist while her head watched Trixie's expression the entire time. The skimpy negligee bunched around her ankles, and when Lily righted herself, she stepped one leg out, using the other to flick her panties to the side. Trixie was gifted with the briefest of brief glimpses of Lily's shaved pubis before the changeling turned around, her long curls falling halfway down her back, not quite enough to cover her firm, curved rear.

"Get on with the examination, then." Lily teased, her arms raising to pull her hair up off her shoulders. She looked back at Trixie with heavy-lidded eyes, a sultry smile on her lips at the magi's shocked expression.

"Uuh..."

"Hmm?"

"Lily, you're..."

"Yes, Trixie?"

"Aroused." Indeed she was... Lily could feel the heat in her crotch raise... Perhaps thanks to a long-buried exhibitionist streak... Maybe because she was getting lost in the pure, simple seduction she had originally taken part in long ago. Either way, Lily could feel the dampness begin to spread on her core... Trixie could apparently sense it. Lily knew she knew it. Trixie knew Lily knew she knew it. The only question remained was what would the inquisitive magi do about it? Lily's hips began to sway back and forth as she let Trixie's implied word hang between them. Hesitantly, Trixie's hands began to raise towards Lily. She took one tentative step. Another. Lily turned her head forward, spreading her feet just a little, closing her eyes. Vision dark, Lily could only feel... Listen... Wait.

The first tingle of magic came with a soft touch to her shoulder. She almost sighed at the contact, but managed to control her simpering moan. The touch intensified as Trixie laid three fingers, five, her palm against Lily's warm flesh. Silence reigned between the two of them as Trixie's other hand joined in, laying on her shoulders, sending a charge of powerful, tingling magic shooting into Lily's system. It was inquisitive, a sort of magic that was only there to record what it felt, to see, to feel... And Trixie was feeling plenty. Her hands started sliding over Lily's body, directing the glow of magic with it. It started at her shoulders, moved down her spine... Trixie's hands were almost pressed together as they slid lower, leaving an odd trail of tingles, not entirely from magic... Lily couldn't repress it. She gave a soft whimper, thin enough to go unnoticed. Either that or Trixie was focused.

"Extra vertebrae..." Trixie muttered softly.

"Hm?"

"You have an extra vertebrae... In your spine." She said softly. Lily blinked, her eyes opening just for that one motion. She closed them again, letting silence take it's place again. Trixie's hands stopped low on her back, the heel of her palm just barely above the tip of Lily's crack... She prayed Trixie went lower... Her lower lip drew inbetween her teeth, her chest tightened... With a hardly audible sigh, Trixie's hands obliged Lily's unheard wish. Smooth as could be, her hands moved over the gentle curve of Lily's rear, each hand laying flat on her cheeks... Lily heard the whisper of fabric as Trixie fell to her knees, her hands pausing for a few long moments on the soft flesh of Lily's ass.

"Haah..." Lliy gave one breath as Trixie moved past them, caressing the upper part of her thighs now. Lily felt a twitch run through her muscles at the insistent tingle of magic. This certainly had escalated... Just a few short minutes ago, Lily was spilling her guts about changelings and her past... Now, she was being caressed by a -very- skilled magi... She couldn't help but let a gush of wetness trace it's way down her thigh. Trixie didn't miss a beat.

"Want me to stop?" She whispered quietly. Lily smiled to no one in particular.

"Hardly." She could almost hear Trixie gnaw on her own lip... "Keep going." Trixie obliged, her hands sliding lower, past the crook of her knee, down to her calf, even as low as her ankles. She shifted gears then, her hands gliding over the top of Lily's foot, up the front of her calf, and to her knee. From there, it went much slower. Wether because Trixie was enjoying herself or fighting it, though, Lily didn't know. She didn't care. The magi was hers now. Trixie was still behind her, her hands wrapped around to the front of Lily's thighs, marginally inching higher. Higher... Lily thought she could feel the magi's breath against her rear... Her hands were almost up to her hips, completely having missed the epicenter of heat and desire in Lily's crotch... Lily couldn't stand for it. She couldn't. It wasn't going to happen. Action, girl.

"Hh-hah!" Lily turned around quickly, her hand falling to Trixie's head of platinum hair. Feet spreading in the action, her center was exposed. Trixie hadn't expected it. But she had wanted it. Lily was half-expecting to have to force it out of the magi. Instead, the second she spun about, Trixie opened her mouth and quickly delved in. Lily gave a gasp as a rough, insistent tongue began peeling her apart, prodding and poking at her sensitive areas. Lily panted, feeling Trixie eagerly lap at her wet lips. She was quivering and gasping before long, saliva and arousal coursing from her hole at the insistence of Trixie's surprisingly experienced mouth. Lily's hand tightened in her hair, disheveling the elegant curve she had fashioned it into. Trixie didn't seem to mind. Not one bit.

Trixie's hands had stayed in much the same place, and as such, were now cupping both of Lily's cheeks. Inbetween long, rough licks, the magi would squeeze, making Lily's thighs jump with the magic-induced muscle spasm. Trixie moaned into her center, mouth full of woman, hands full of ass... Lily was loving this. Both the satisfaction of earning triple a night's wages, and swaying the seemingly obstinate researcher to an erotic experience. She still had her old touch. Whimpering as the magi's ministrations moved to her clitoris, Lily fought to hold back from an orgasm.

"Trixie," She panted in warning. "Gonna... I'm gonna... AAH!" The headlong rush of an orgasm gripped Lily firmly, making her stomach twitch in time with the smooth flicks that guided her down from that peaking, pulsating rush she just so happened to enjoy so very, very much... Panting and whimpering, Lily smoothly relaxed, looking down at a smiling Trixie. Her target grinned back up at her, smoothly rising to her feet at the changeling's insistence. As seemed to be the case with many magi Lily had encountered, they were rather thin and physically weak...

Trixie's lips met Lily's with hardly any resistance, their tongues almost immediately meeting in a passionate, serpentine dance... The taste of her own arousal on the magi's lips made Lily groan, wanting to return the favor already. Together, both women began steadily walking towards the bed. Trixie unbuttoned her blouse, shrugging out of the fabric and pulling at the button of her slacks. Those and her shoes fell to the floor just as both women tipped over the edge, Trixie atop Lily.

"My turn." Lily teased, her lips leaving the magi's with a breath.

"What are you- ooohh..." Trixie's moan was preceeded by Lily's fingers gliding over her flat stomach, easily parting the gap between the hem of her teal-colored panties and the soft skin underneath. They smoothly switched positions, Lily now smoothly pulling the magi's panties down her long, slender legs. Trixie yielded them with a groan, her back arching slightly to lift her hips up. Lily tossed them aside haphazardly, letting Trixie pull her own bra off. Right now, Lily's eyes and mouth were busy gliding over her flat stomach, teasing the flesh just below her belly button. It was small, delicate, and made Trixie gasp each time she left a shining kiss just at the edge. Lily's hands urged Trixie's legs apart, gingerly spreading her researcher apart. Enough of the teasing... Time to get to the good stuff.

"HUUUUHH!" Trixie's gasp made her spine arch upwards, her hands twisting the sheets into fists. Lily's first lick had delved deep inside the panting magi's center, spreading her apart and gliding deep. "Ooh-h-h-h..." Trixie relaxed slowly, marginally, not helped at all by Lily's writhing tongue... She pulsed left and right, up and down, teasing the poor platinum-haired woman until she was little else than a panting, dribbling mess... She was surprisingly wet. More so than Lily herself... Seriously, who could get this wet? This was almost obscene. Wait.

"Trixie." Lily said softly.

"Two!" The magi gasped, answering the unasked question. She had a habit of doing that. Lily's eyes went wide.

"Two times? Already?"

"It's been MONTHS since I've had a chance... Keep going. Please!" Trixie pleaded, her hips squirming. So that would explain it... Lily grinned and placed a dripping-wet kiss on Trixie's twitching stomach before returning her attention to the dripping slit beneath her. Trixie's eyes closed as she twitched again, mouth open in a silent scream. Judging by the fresh wave of juice dripping from her chin, Lily could only guess that was the third... Pulling her mouth away, Lily stood at the edge of the bed, her hands resting flat on Trixie's thighs.

"I think..." She said, dripping wetness onto the carpet. "We need to take a break. EEP!" Lily was unceremoniously lifted from the ground by a firm tug of magic. The tingle around her entire body betrayed the scope of Trixie's hold. She lifted one hand, smiling at Lily's suspended form. The magi maneuvered her over the bed, smiling as she laid flat out, her body still in the same position.

"Not a chance, Lily." Trixie teased, flipping her over and dropping her on her back. Lily landed with an 'Oof!' and a glower. Trixie smoothly straddled her face, her dripping hole poised just over Lily's mouth. "Might as well conduct research on changeling endurance and stamina while we're at it..." With another playful frown and a soft spank, Lily set back in on the sensitive magi, her own aching womanhood recieving the same amount of attention. Trixie was warmed up and accustomed to it now. Her fourth orgasm came only a little before Lily's second, and her fifth at the same time as Lily's third. Panting, she rolled off, her lips shining with evidence of Lily's pure, eager arousal... Not to say Lily's face wasn't worse for the wear... Trixie was a veritable fountain... Though it wasn't the messy, spurting kind of wet... she just consistently seeped it. Over the course of the intense licking, a damp spot had grown underneath Lily's head.

"Woah..." Lily groaned, raising a hand into her hair. The long, curly strands were damp with musky arousal. Lily smiled at a job well-done, as Trixie lifted a hand weakly, only to drape it across her own stomach.

"Changeling... Guh... Stamina levels appear to be... Comparable to... Humans..." She groaned. "Orgasm rate... Unable to be determined."

"How?"

"Invalid data set to compare against..."

"Meaning?"

"I came too much to be able to tell if you had the same number of orgasms a normal woman would..." Trixie grunted.

"Oh..." Closing her eyes tiredly, Lily laid a hand on Trixie's thigh, just below the magi's hand.

"I don't suppose..."

"You can sleep here, Trixie." Lily said softly, her breathing finally returning to normal. "Already paid for a night..." She chuckled.

Her words fell on deaf ears. Trixie was already asleep.

---------- Notes from the Author ----------

Nyeeeeeeehh... I thought this chapter would take me half as much time as it did. Trixie most certainly isn't my favorite, so I thought I could brush through this with ease and move on to the next one. Nope. Silly Loyal, gotta put some important piece of Lily's history in there.

I realize the transition from story to clop needs work. I probably need to work on that period.

And, to clear up confusion, Nyralith's "Bloodbath" lieutenant thingy happened shortly after Lily left at the beginning of A Different Kind of Love. That's why Lily didn't know her.

Seventy-two Hours, Prologue and Day One

---------------------- Request Chapter: Extended Bondage ----------------------

The following takes place before "One Dark Night," And after "Marital Toubles."

There will be light to medium BDSM in this chapter

Lily rolled over with a soft groan, freezing in place when she realized she was not the only one in her bed. "The fuck?" She mumbled tiredly, bleary eyes trying to focus. She blinked to clear the sleep, trying to wrap her mind around the awkward situation. The way she was twisted around, halfway complete with the rolling motion, a cramp was beginning to develop in her stomach. She winced and rolled back over the other way, rubbing the stitch that had developed.

"Ngh... 'Mornin..." The lump on the other side of her bed muttered.

"Twilight?" Lily groaned, her eyes closing with a modicum of relief.

"The one and only." Her de-facto love toy muttered softly, scooting closer and wrapping her arms around Lily's prone form.

"You gotta stop doing this, Twi." Lily groaned, half out of annoyance, half out of disbelief the purple-haired magi had slipped in unnoticed for the umpteenth time.

"Well... Long story short, I needed a place to crash for the night." Twilight said softly, her voice muffled in Lily's tangled mass of fiery-red, curly hair.

"You don't say." The warm breath on the nape of her neck was SERIOUSLY distracting... Lily batted at the hands that were slowly pulling her nightshirt up. "Stoppit." She complained.

"And if I say no?"

"Then I'm gonna clobber you... Lemme go." With a chuckle, Twilight released Lily, who slipped off the bed to her bare feet. Clad in skimpy panties and a sheer nightshirt, Lily groaned as she stretched. "You're lucky, Twi..." Lily groaned, feeling the Magi's eyes on her slender frame. "I usually charge anyone who sees me without pants."

"Oh come off it." Lily was struck from behind by a pillow.

"Oof! Hey!" Twirling, she caught sight of Twilight with her arm cocked back, pillow in her fist and ready for another strike. Hesitating for just one moment too long, Lily was caught across the face by an expertly-timed blow from Twilight. "Gah! Hey! Cut it out!" She raised her hands ineffectively towards another blow, getting caught off-guard by Twilight's backhand. "Alright! That's it!" Pleasantries done and over with, Lily leapt onto the bed, tackling Twilight off to the other side. Both women rolled onto the floor with an audible, bedside-table-shaking thump, Twilight laughing like a child as Lily grappled for dominance. In the end, Lily was trapped unerneath Twilight, straddled with her wrists pinned. "You bitch." She mumbled, flushing when she realized Twilight was only wearing her panties... Bare-chested, hair tangled, and looking just as sexy as ever, Twilight leaned in for a passionate, deep kiss.

"Hmm..." Twilight groaned into Lily's lips, smiling slightly as the defeated changeling melted under her insistent touch. Seriously, no one knew how to turn Lily into a whimpering pile of putty to be molded as the other saw fit like Twilight did... Chest now heaving with anticipation, Lily felt her arms slowly being stretched above her head. Twilight grasped both her wrists in one hand, stretching her out to the fullest extent. Lily could easily have wrenched her hands free, but did she really want to? The answer was no. Twilight, in the warmth of the morning, slid her now-free hand down Lily's arm, tickling her armpit just a little, over the swell of her breast... The hand splayed flat on her bared stomach for a second before sliding down to her side, where Twilight gently dug her nails in.

"Haah!" Lily gasped as the surprisingly tender tingle of pain burned away the last bit of morning grogginess. Twilight grinned, her lips hovering so close above Lily's they brushed teasingly for a few moments. "Okay!" Lily groaned, writhing underenath Twilight. "Okay! I give, I give!"

"Say it." Twilight teased, digging her nails in a little more insistently.

"I give up!"

"Not what I had in mind..." She dragged her nails a quarter of an inch across Lily's skin.

"P-please!" Lily was whimpering now, the pain not as much of an issue as the pure arousal that was now staining the crotch of her panties. "Tell me what you want!" Twilight responded by resetting her nails, dragging them across the same quarter inch of flesh. Lily's mouth was open in a restrained cry now.

"You know what I want..." Twilight leaned forward, whispering into Lily's ear. "Take me over. Make me yours." Lily grinned in response. So THAT was what the Magi wanted... Lily hardly gave the magi a moment to spare after her breathless sentence before wrenching her hands free. Snapping them up into the magnificent, full head of hair, Lily gripped two handfuls of the silken strands and wrenched backwards.

"AAHN!" Twilight screamed as Lily pulled back, craning her neck. Twilight's nails left angry red marks on Lily's side as she was pulled away, the flash of intense pain only making the fire in Lily's eyes flare up. They rolled over, Twilight now on her back with her legs loosely wrapped around Lily's waist, mouth open with shock, pain, and eyes alit with passion. "L-lily..." Twilight whimpered. "I... Let my hair go, please..."

"Make me." Lily growled, leaning in to suck firmly on Twilight's neck.

"P-please..." She groaned, chest twitching as Lily hit every spot inbetween her collarbone and her ear she knew would set the magi off. "I'm... I have a favor to ask. Please!" Lily pulled away reluctantly, pulling her hands out of Twilight's hair. She lifted the magi to her feet with a glare, one that said 'You'd better make this up to me.'

"Come on." Lily gave Twilight's scantily-clad rear a firm smack. "We'll discuss it over breakfast. And you seriously owe me." Twilight gnawed her lip and nodded, picking up her shirt from the floor where she had more than likely shed it before crawling into bed with Lily. Pulling the fabric over her head, Twilight was as dressed as she needed to be. Deciding to skip on breakfast with the other girls, Lily started preparing her own in the small apartment attached to the rest of Maggie's. Soon enough, the smell of sizzling bacon, eggs, and hashbrowns filled the air as Twilight worked on slicing fruit and making the toast. Together, the two women made a healthy meal and sat at the breakfast bar.

"So." Twilight said, wiping the last crumbs from her chin onto the empty plate. "Here's the deal... Celestia needed me in Canterlot for an advanced lesson in combat magic. She seems to think my offensive spells are sub-standard. Needless to say, I proved her wrong. Afterwards, she awarded me with a rather... Intense session..." Twilight flushed, struggling somewhat with the next words. There was a long pause as she stared intently at her empty plate.

"Intense session...?" Lily led her on, waving half a strip of bacon at her.

"L-luna caught us..." Twilight whimpered quietly.

"Shit, really?" Twilight nodded. Lily didn't think Luna was the type for Celestia's brand of rough lovemaking... Luna struck Lily as more the passionate type. How well she would have responded to her sister dominating her own student, Lily could only wonder... "So, what happened?" Twilight sighed and sipped at her orange juice.

"Well... Apparently the two of them have a long-standing, centuries-old wager... If Luna ever caught Celestia, she has to go five years without doing anything. No masturbation, no getting laid, no nothing... Effective immediately." Twilight sighed. "What's more, Celestia has to watch as Luna finishes off whomever she happened to be in the act with. As a sort of... Punishment, I suppose. Well, Luna is... Not that experienced..." Lily was beginning to piece the puzzle together.

"So, unfulfilled and wanting for more, you come to me to help you out in the aftermath of your predicament." Twilight gnawed her lip and nodded.

"Seriously... Ever since night before last, I've been wet and hungry for more... I was exhausted, so I managed to teleport here and crawl into bed, but I'm... Well, look..." Twilight turned in the swiveling chair and opened her legs, betraying a very dark stain on the crotch of her panties. "It's a serious problem... Lily, I'm..." Her eyes were somewhere between pleading and hurt. "I'm desparate." Lily felt her eyes flicker between Twilight's crotch and her violet eyes, her own arousal slowly becoming more and more obvious. Squirming her thighs, Lily bit into the last bit of bacon and wiped her fingers free of grease.

"Alright, then. I think I've got what you need." She said at last, taking both plates to the sink. "Go shower up, shave, and get ready." Lily said gently, patting Twilight's side. "When you get out, I'll be ready for you." After moment's pause, Lily poured a glass of water for Twilight. "Drink that, first. I need you hydrated." She kissed Twilight's cheek and left her there while she went to put on a real pair of pants and a shirt that wasn't almost see-through. When she exited her bedroom, wearing jeans and a t-shirt, Twilight was finishing the glass of water at the sink. "And no touching yourself in the shower." Lily teased, detouring into the kitchen to give Twilight another firm smack on the rear. She got a blush and a smile as Twilight wiggled her ass and left to the bathroom without another moment's pause. "And I mean SHAVED, Twilight!" Lily called after her.

"Yes, master!" Twilight called, making Lily shiver at the sound of her new title. When she heard the shower start, Lily moved as fast as she could. Barefoot, she left her apartment, bouncing down the stairs to the lounge.

"Heya Lily!" It was Brenda, sitting in front of the fire with a book. "How are you?"

"Good!" Lily skipped over to her, happy about what she had planned. She kissed Brenda's forehead.

"You're awfully happy... Something wrong?"

"Oh... If only you knew." Lily said with a teasing smile. "If you spot Maggie, tell her I'm going to be wrapped up for about... Yeah, about three days." Brenda blinked, closing her book.

"Wait... What?" Lily grinned and skipped away, calling back to her friend in a singsong voice.

"You'll see~" With that, she was gone, making her way through the more... Business-like side of Maggie's. Downstairs, into the furnished basement, down one hall, then another, Lily slowly descended into the areas of the whoerhouse anyone other than herself seldom used. At least, to her knowledge. Finding the room that she sought, Lily slipped inside. Surrounded now by various toys of torture and pleasure combined, Lily heaved a sigh of appreciation for the scent of rope and leather, metal and sweat. She dug into the bottom of one chest, extracting a duffel bag with a flourish. This, she slowly started to fill with... Supplies.

--------------- Day One ---------------

"M-master?" Twilight whimpered. She had just pulled the curtain of the shower aside, and the first thing she saw was Lily, holding a six-foot leash and a vial of clear liquid in her hands.

"On your knees." Lily commanded. Twilight hesitantly reached for a towel, but the angry look that crossed Lily's face stopped her. Hair clinging to the skin of her back, Twilight slowly fell to her knees before Lily. Lily padded forward, grasping Twilight's chin and lifting her face up. She popped the cork on the clear liquid, smiling as she waved the aperture underneath Twilight's nose. "Can you tell me what this mixture is, Twilight?" Lily asked softly. Twilight's brow scrunched in concentration as she tried to place it. Her eyes widened in sudden realization.

"It's... Magesbane... Pure, undiluted magesbane..."

"Correct. You're going to drink this, now." Lily held the bottle out for Twilight to take. "This high a concentration should shut your magic away for... Oohh..." Lily tapped her lower lip as she thought... "About seventy-two hours." Hesitantly, Twilight took the vial, looking between it and Lily.

"D-do I have to, Master? I promise, I won't use magic, just p-please..." Her fingers shook, holding the clear mixture.

"Drink it, Twilight. Or I'll force it down your throat. As an Ursa Minor, if I must." Lily's tone was low and dangerous. Physically, Twilight was frail and fairly weak. Her magic was her greatest asset and form of defense. Aside from masterful spells and powerful telekenises, Twilight was hardly one hundred and thirty-five pounds, five-foot seven, and slender as a sapling. Lily, on the other hand, was a fit one-fifty, five-ten, and muscled. Not to the point of grossness, but underneath the soft layer of supple skin, Lily was fit and fairly solid. She boasted a flat stomach and round thighs. Twilight, without her magic, would be hardly any challenge.

"B-but-"

"Now, Twilight." This HAD to be reminiscent of the first time Lily had taken Twilight. She had been disguised as Tobias then, the slender and toned magi that had used the same herb to take advantage over the vastly more powerful Twilight. Now, it was Lily, a skilled changeling and mistress, using an undiluted mixture of magesbane to make Twilight hers for three days straight. Twilight, hands still shaking, raised the bottle to her lips and began drinking. The taste was bitter, and the smell acrid. Lily watched Twilight scrunch her brow as she drank, blanching at the end. "Open your mouth." Lily commanded. Twilight did as she was asked, showcasing an empty oral cavity. "Lift your tongue." She obliged, and Lily saw she had drank the whole thing. "Good girl. Now we won't have any nasty surprises. What's more, you obeyed your first order. For that, I'll make you cum twice. Keep obeying orders, and you'll get more orgasms. Disobey, and I leave you alone, tied up, for an hour. Is that clear?" Twilight nodded softly, her eyes wide and expectant. Lily pulled her wet hair off of her neck, exposing the slender lines of Twilight's collarbone as she worked the clasp of the collar around her flesh.

"M-master?" Twilight whimpered. "Are... Are we doing this here?"

"Oh goodness, no, Twilight. I'm not going to break my furniture. We're moving to the basement."

"B-but... What about..."

"The other girls?" Lily grinned, cinching the collar and pulling the leash tight. "They need to know what I'm going to be up to the next few days. On all fours." Twilight whimpered thinly before falling to her hands and knees on the tile. She was still dripping from the shower, the tile shining with the runoff from her fresh skin. "Right now, you're a dog. Do you understand?" Lily gave the leash a slight tug.

"Y-yes..."

"Dogs can't talk, Twilight. you are a dog. Do you understand?"

"Y-" She was cut off as Lily yanked the chain again. "Aah! W-woof!" The first was quiet, thin... Very low.

"I'm sorry, Twilight. I didn't hear you." Lily tugged the leash some more. Twilight whimpered and looked up at Lily.

"Woof!" This time was at least audible, and oh how sexy she looked on all fours like that...

"Louder."

"Woof!"

"Bark for me, bitch."

"Bark!" Twilight whimpered slightly, nude, on all fours, leashed and powerless against the dominating changeling.

"Like a bitch in heat, huh? Pant for me, Twilight." Licking her lips, Twilight opened her mouth, breathing heavy.

"Haah, haah, haah..."

"Dogs don't pant like that. Tongue out." She obliged, her tongue spilling out of her mouth.

"Hah! Hah! Hah!"

"Better. Come on, puppy. Let's go show the other girls what a good little doggie you are." Lily tugged the leash twice, urging Twilight into a crawling pace. They entered the bedroom, where Lily dropped the leash on the floor next to the bed. "Sit." Twilight dropped her bare ass onto her calves, hands still on the carpet. She looked up at Lily expectantly as the changeling began stripping. Twilight's eyes wandered as Lily stepped out of her panties, one hundred percent nude.

"Aroo?" She whimpered, tone thin in a canine whine. Lily paused, looking at the absolutely adorable display before her. Grinning, Lily sratched behing Twilight's ear, got the magi to pant in response.

"Good girl. Come on. Heel." Lily picked the leash up and patted the side of her thigh, coaxing Twilight to crawl forward beside her. Picking up the full duffel bag, Lily stepped forward. "Let's go for a walk."

"Woof!"

"Hey Li-i-iiieeehhh?" Jade, a new girl, was walking by the door to Lily's apartment, had started to greet her just as the nude woman and magi left. Twilight looked up at her, mouth open as she panted like a dog. "Uuuhh..." Lily smiled, looping the leash around her wrist.

"This is my new pet, Twilight. Would you like to pet her?" Lily spoke like nothing was wrong. Like she wasn't naked, guiding a dripping-wet woman around by a leash. "Don't worry, she's very friendly, she won't bite." Jade, mouth open in disbelief, looked between Lily and Twilight several times.

"I-... I, uh... Uum..." At a loss for words, Jade just stood there awkwardly. "What?"

"Look at this." Lily turned to Twilight, smiling down at the panting woman. "Sit." Twilight obliged, dropping her rear onto her haunches again. "Beg." Raising up, Twilight curled her hands and put them in front of her breasts, still panting happily. "Good girl!" Lily sratched behind Twilight's ear once more, the wet hair slimy and slick against her hand.

"What... I don't..." Lily glanced at Jade, gave her a sly wink. Finally catching the drift, Jade's lips slowly curved into a smile. "Oooh... Can... Can I pet her?" She finally asked.

"Of course!" Lily stepped back, leaving Twilight still in the 'Beg' position as Jade slowly reached a hand out. Her hand gently laid on Twilight's head, and the panting magi closed her eyes with a soft breath. Jade stroked her hair a few times before moving down and scratching Twilight's chin gently.

"She's so soft..."

"Isn't she?" Lily smiled as Jade stepped back, wiping her wet hand on her shirt. "I'll bet the other girls would love to see... Come, girl." Lily pulled Twilight along, both nude women slowly making their way down the stairs and into the lounge. "Good morning, everyone!" The group had grown from just Brenda into about six women now, and oh, the looks the two of them got...

"What the fuck?" Brenda was the first to talk, just as Lily and Twilight made it to the foot of the stairs. Twilight, blushing furiously as she obediently panted, followed Lily right into the middle of the staring, shocked women. She wasn't the only one blushing. "Lily, what the fuck?" Brenda asked again, looking between Twilight and Lily.

"Just taking my new pet for a walk." Lily said innocently, getting just as many looks herself. Two naked women in the midst of six shocked whores, Lily wouldn't soon forget this moment. "Get this, she came trained. Watch this. Twilight, sit." Once again, Twilight obediently sat her ass back on her own legs, no longer holding her mouth open as she panted. The discomfort and arousal rose in equal measure. Lily was enjoying this too much. "Lay down." Twilight hesitated at the new order, but soon enough stretched out on her stomach. She looked up at the gathered women, cheeks crimson with embarrassment. "Good girl. Now, roll over." Twilight paused. "I said. Roll over." Lily tugged the leash, made Twilight whimper as she slowly, hesitantly rolled onto her back. "Who wants to rub her belly?" Lily slowly sank to one knee, rubbing her hand along Twilight's flat, twitching stomach. "See, she loves getting her belly rubbed, don't you, Twilight?" The magi was silent, her cheeks positively radiating. "Don't you, Twilight?" Lily tugged the leash again, and Twilight finally obliged.

"Woof!"

"Oh my Celestia..." Brenda said softly. "Lily, you took the most powerful Magi in Equestria and turned her into your pet..."

"I know, isn't she wonderful?" Lily teased, still rubbing Twilight's stomach. "She's such a good girl. Come on, pet her tummy." Twilight shivered as Brenda hesitantly fell to her knees, hand shaking as she touched fingers to the twitching woman's belly. "She's groomed and everything. Spread your legs, Twilight. Let the women see how well-groomed you are." Twilight hesitated again, but finally acquiesced as Lily tugged the leash once more. Spreading her legs open, she gave access to Lily's hand, rubbing the smooth, shaved flesh of her pubis. Twilight's thighs glistened with the shower water and her own arousal, the slick fluid coating Lily's fingers as she rubbed the whimpering dog of a woman. Another woman had joined in, scratching Twilight's head, while another joined Brenda rubbing her stomach. The other four, Jade included, watched as Lily, Brenda, and two other women petted the panting, obedient Twilight. Gently, Lily sought Twilight's clitoris, finally finding the sheathed nub of sensitive womanhood. Twilight yelped as she twitched it, her hips lifting.

"Hmm. Seems she's still pretty sensitive. Don't worry." Lily stood, the other three women backing away as Lily tugged the leash. "I'll get her housebroken before long. Wish me luck, girls! Twilight, Heel." With that, Lily and Twilight left, Lily making sure to take a few long moments for Twilight's wiggling ass to face back to the gathered women. Once they were down the hall and around a corner, the two nude women paused. "You're no longer a dog, Twilight. Stand up." Twilight scrambled to her feet, knees red from rubbing along the carpet. She stuttered for a few moments before remaining silent, looking expectantly at Lily.

"Wasn't that fun?" Lily teased, rubbing Twilight's cheek softly.

"Y-yes, master..."

"Are you aroused, Twilight? Was it fun, being petted by all those other women while you laid on your back like an obedient little puppy?"

"Yes, master... Very aroused." She whimpered, cheeks still flushed.

"Come on. Let's get downstairs. I owe you two orgasms." Tugging the leash again, Lily guided Twilight down into the basement, her slender companion following closely. Both women were nude, aroused, and ready for what was ahead. As they entered their usual room, Lily dropped the leash and the bag, stretching her arms above her head. "Let's set some ground rules, Twilight. First things first, you are not to touch yourself unless I give you permission, is that clear?"

"Yes, master."

"Secondly, you must ask for permission to orgasm, no matter the circumstances. Fail to ask, or cum when I say you cannot, and I leave you tied up for an hour. Clear?"

"Yes, master..." Twilight's thighs squirmed.

"Fail to call me master, mistress, ma'am, or any other form of honorific, and I leave you tied up for two hours." Twilight whimpered.

"Y-yes, mistress..."

"If you ever mutter the words 'No,' 'I don't,' 'I can't,' or any other negative statement, I will make you orgasm twice from pure anal stimulation, then leave you with a bud vibrator taped against your clit for three hours. Clear?" Lily watched a trickle of arousal trace down Twilight's thigh.

"Yes, Mistress."

"Most importantly, Twilight." Lily turned to her, lifting a finger. "If the magesbane wears off, you must inform me at the next moment you possibly can. I will give you another diluted solution to lock it away further. Use magic, or fail to tell me the effect has worn off, and I'll make you orgasm ten times in a row without mercy, without stop, and without a single pause. Then I will leave you suspended for eight hours, with no way to escape. I am not afraid to use any means necessary to feed you another dose, including turning into an Ursa Minor, or something even worse. Am I one-hundred percent, crystal clear?"

"I-I understand..." There was a pause. Lily arched an eyebrow. Twilight flushed in realization of her blunder. "Mistress! Mistress! No, I'm sorryyyyyyyy!" Lily yanked on the leash, choking Twilight off and bringing her to her knees.

"Choose now, Twilight." Lily put her bare foot on Twilight's back. "I owe you two orgasms and two hours. Take your pick first, or I'll chose for you, and they'll be doubled as a result of your indecision." She pushed Twilight down to her face, ass still in the air as she was dominated.

"I choose... Th-the orgasms, mistress..." Twilight panted, writhing underneath Lily's firm hold. Lily, foot still on Twilight's back, leaned over and slid two fingers into Twilight's pulsing, slick sex. The magi flexed and panted as Lily swirled her fingers around, sliding in and out smoothly.

"Look at that..." Lily groaned, rubbing her fingers together as she pulled out. "So wet, like a bitch in heat. Beg for it, Twilight. Beg for your first orgasm." Her fingers returned, rubbing up and down the exposed, glistening slit.

"P-please, make me cum, mistress! I beg of you, make your wet little slave cum! Please, mistress!" Twilight was whimpering, her ass waving back and forth as she begged for it.

"You have my permission to orgasm, Twilight." Lily plunged her fingers back in, curling them powerfully into Twilight's twitching walls.

"AAHN!" Twilight cried out, her fingers curling into the carpet as she released the first orgasm at long last, walls twitching and pulsing as she reached climax. Lily pulled her fingers out halfway through, rubbing Twilight's juices into her own rosebud. Time for a personal favorite. From this angle, she was able to slide a pinky and two fingers into each of Twilight's holes, a move affectionately referred to as the "Shocker."

"Yet again, Twilight, you have my permission to cum." Pinky curling as the two finger slid into Twilight's sex, Lily moved faster and harder than before. That was the glory of women... They came remarkably easy once they were properly... Warmed up. It didn't take much longer than another minute before Twilight tensed and cried out again.

"OH MY CELESTIA I'M CUMMING!" She nearly screamed, voice loud as she thrust her ass into the air firmly. Sliding deep, Lily kept her fingers plastered deep within Twilight's pulsing womanhood as she climaxed yet again.

"Good girl." Lily teased, sliding her fingers out. "Now, for your other punishment." Lily, using the slick hand covered in Twilight's juices, unbuckled the leash from around the obedient slave's neck and hauled her to her feet. Twilight stumbled as she was pushed towards the massive four-poster bed. "On your stomach."

"Yes, mistress..." Twilight quickly clambered up onto the bed, laying length-wise with her head towards the pillows and feet towards the bottom. Lily fetched a length of wax-treated rope, designed specifically for tying people up. Undoing the slip knot and unfurling the long rope, Lily began binding Twilight's ankles together. Task completed, Lily used the remainder of the rope to pull her feet up, stretching the rope between her wrists and her ankles. Arms bound behind her back, stretched out so she was at least unable to move, but not quite stretched to the point of muscle pain, Twilight was left on her side on the bed.

"Now you will lay there, and I will return in two hours. If you touch your anus, it will be another hour. I suggest you rest your muscles. We have two days and many more hours remaining, Twilight. Are you thirsty? Hungry? Think you may need to use the restroom?" Lily was firm, but not cruel.

"I... I may need to pee, mistress..." Twilight whimpered.

"Do you think you can hold it for two hours?"

"M-maybe, milady... I will try."

"I will check back in an hour." Lily patted Twilight's cheek with a soft smile. "See? Obey me, and I'm kind. But disobey me." Lily grasped a handful of her hair, pulling back firmly. Twilight's mouth opened with a breath. "And I turn you into a whimpering pile of pain and juice. Understood?"

"Y-yes, mistress..." Twilight gasped as Lily released her hair, padding to the door.

"One hour, Twilight." Lily flicked the lights off, plunging the room into darkness, save the wedge of light from the open door. "One hour..." Lily left, leaving a whimpering Twilight alone in the dark.

"Honestly, Lily!" Brenda said. "Prancing two naked women out into the lounge in front of a bunch of horny women! You ought to know better!"

"Oh, relax..." Lily teased, pulling a pair of panties on. She and her friend stood in her bedroom as Lily got dressed. "Did you tell Maggie yet?" Brenda scoffed and leaned against the doorway as Lily began pulling on a bra.

"If I didn't, one of the other girls would have. You know Maggie. She just shrugged and said alright." Brenda arched an eyebrow. "Do you really expect to keep her here for three days straight?" Lily, clipping the hook to her bra in, smiled back at Brenda.

"Of course. She is, after all, a customer."

"Wait, you're CHARGING her?!" Brenda said incredulously. Lily scrunched her brow up.

"Well... This is partially for myself, as well... So I can't charge full price. I'd say, three nights at half price, given gratuity and food, water, shelter... Minus what I deprive her... Extra charge for equipment cleaning and laundry... Minus the charge for self-satisfaction and my own thanks... I'd say I owe Maggie's one full night charge at the end of the period. I'll pay from my own pocket." Brenda was shocked. "What?" Lily said with an indifferent shrug. "I need this, too..." Brenda left with a sigh as Lily finished dressing, putting on pajama pants and a light top before leaving herself. No less than ten women flocked to her in the lounge as she descended, quick-firing questions one after the other.

"Is that REALLY Twilight Sparkle?"

"How long are you going to keep this up?"

"Can I have a turn?"

"Why was she acting like a dog?"

"Is she being charged?"

"Where did you take her?"

"Seriously, I want a go at her..."

"Is it true she was completely naked?"

"I saw it with my own eyes!"

"She was so pretty, though..."

"Have you already done something with her?"

"Honestly, let me go at her for an hour!"

"Alright, alright... Settle down..." Lily checked her watch, saw she had 45 minutes left. "Twilight's a personal friend of mine, and we've had a sort of track record together. She can trust me, and I can trust her. She's in need of a good dominating session, and I'm going to oblige her for the next three days or so." She answered all the questions as best she could, laughing and smiling with the rest of the girls.

"Honestly," Brenda cut in with a slight blush. "I'm jealous... I mean, I've never been one for the hard stuff, but I never knew Twilight was such a beautiful and delicate thing..."

"Trust me," Lily teased, sipping at a glass of water. "She's anything but delicate." Laughter sounded all around, and Brenda blushed slightly.

"Seriously... I would give anything to have even an hour with her..." Brenda admitted.

"Tell you what," Lily said, setting her glass down. "Promise you'll be at least a little hard with her, and I'll let you go at her for an hour."

"R-really?" Lily nodded.

"You have to promise, you'll go hard, though... I mean, hair pulling, name-calling, orgasm-inducing hard. Kind of going for a theme here. There are a few rules I've laid down." Brenda nodded hesitantly, leaning in, as were the other women.

"She must ask for permission to orgasm. If she cums without asking, or without your permission, she has to be left alone for an hour. If she touches herself without permission, it's an hour. If she fails to call me, or anyone else, any name along the lines of 'mistress,' 'madame,' or anything like that, it's two hours. She's being punished for that right now, as we speak." Lily checked her watch. One half hour. "If she... Well, this is where it gets harder... Do you want to hear?" Brenda was already flushed with the vulgar descriptions. Lily wondered if the passionate whore wanted to hear more. Hesitantly, she answered.

"Y-yeah..."

"Alright. If she says 'I can't,' 'No,' 'I won't,' or anything negative like that, she has to cum twice from pure anal stimulation, then she'll be left alone with a vibrator taped against her clitoris for three hours straight." Brenda's mouth opened with shock.

"What?! Can she... Can you really do that to her?!" She asked incredulously. Lily grinned and nodded.

"That's not even the worst possible punishment."

"Wh-what's worse than that?!" Lily grinned and looked over to Jade, who as luck would have it, was a magi.

"Jade, do you know what magesbane is?" Jade blinked for a moment.

"Uuh, yeah... It's a flower that shuts out magic if it's eaten... A few hours wet, about ten if it's dried, and blended with water into a clear mixture, it'll lock off magic for as much as..." She paused, her eyes growing wide. "Three days... Lily, you didn't!"

"Oh I did. But Twilight isn't Celestia's student without reason. Her final and worst punishment is this: If the effect wears off and she fails to tell me, if she uses magic, I'm going to feed her another mixture, and then..." Lily paused for dramatic effect. Several of the girls leaned in, wide-eyed and eager to hear. At least, Lily hoped they were eager... "I make her orgasm ten times in a row, and leave her tied up in the air for eight hours with no contact whatsoever."

The silence was deafening. Brenda was the first to talk.

"Oh my Celestia..."

"Right?" Lily grinned.

"That's..."

"I know."

"It's..."

"Tell me about it."

"I'm... I'm actually wet." Lily arched an eyebrow, and all the girls in turned looked at Brenda.

"Really?"

"Y-yeah! Seriously! Excuse me, I'm gonna... I gotta go fix this..." She padded off, walking fast as Lily chuckled. Checking her watch, Lily saw she had twenty minutes remaining.

"Any other questions?" Lily asked. There was a pause before Jade chipped in.

"Where's this room at?" Lily blinked.

"It's... Down in the basement."

"We have a basement?"

"Oh my Celestia, yes! Did you girls not know about this?!" Lily looked around as they all shook their heads slowly. "Wow, really?! I thought you all knew..." An ebony girl chimed in, an avian with a sleek, flat body.

"I'm into all that stuff, and I never knew... Where is it?" Lily stood with her water, smiling at them all.

"Come on, I'll show you..."

"Twilight." Lily slipped inside and flicked on the low, dim lights, smiling as the bound magi stirred awake. "Were you asleep?"

"Yes, mistress..." She whispered softly.

"You're one hour in. Do you need to use the restroom?" Twilight's face scrunched up as Lily stepped up to the side of the bed.

"Yes, Mistress... Please, I need to pee..."

"Alright then, let's go." Twilight untied her ankles, leaving her wrists bound. She led her along by the excess rope to the joined bathroom, if you could call it that... This room was just a wet room for more of the dirtier play... All there was was a drain in the sunken middle of the room with a few hoses and showerheads attached to the walls, in addition to rings and exposed cieling beams for tying someone up. "Relieve yourself." Lily said, pointing to the drain in the middle of the floor. She tied the remainder of the rope to a ring in the wall, Giving Twilight plenty of slack to work with. Obediently, Twilight squatted and did her business into the drain. Lily turned on a hose, rinsing away the remainder and cleaning Twilight's crotch. Wiping her down with a towel from a cabinet outside the room, Lily untied her and pulled the willing Magi back into the bedroom.

"Thank you, Mistress... You're too kind..." Twilight muttered softly.

"You're right, I am." Lily pushed Twilight onto the bed again, binding her ankles in the same way as before. "You'd better pray that I stay that way, Twilight. Remember, disobey me, and you'll wish you never had." She stroked Twilight's thigh before returning to the door. She padded back into the room with a glass of water, pulling Twilight up. "Drink." She pushed the rim of the glass against Twilight's lips. She drank slowly, dribbling a little water onto her breasts. Lily licked this up before letting Twilight continue. Once the glass was empty of all but ice, Lily fished two cubes out from the bottom of the glass. Trailing them down Twilight's flesh, she teased her, leaving shining trails of cold, melted water behind. Down, down, down to her crotch, Lily pressed both cubes smoothly into Twilight's parted lips.

"Nn... Aah!" Twilight groaned, feeling the chill ice slide into her.

"Keep that there." Lily teased, adding a third cube. "I'll be back in an hour." She left, leaving a shivering Twilight alone in the dark once more...

"Alright, Twilight." Lily flicked on the light. It was one in the afternoon, and Lily was naked once more. "It's been two hours. Did you touch your anus at all?" Lights on, Twilight looked at her master, shaking her head. "Are you being truthful?"

"Yes, mistress... I did not touch myself, just like you ordered. I'm... I'm a good slave." She whispered softly.

"That's for me to decide, Twilight." Lily gave her cheek a gentle slap. "I'm going to untie you now." She did so, loosing the knots that bound Twilight's wrists and ankles. The magi rubbed her sore flesh with a slight grimace, but Lily saw she was hardly marked. If anything, Lily knew how tight ropes needed to be. "On your back." Twilight obliged, laying on her back with a soft sound. "Do you want to lick me, Twilight?" Lily asked softly. Twilight nodded, her lips pressed into a thin line.

"Yes, mistress..." Lily smiled and swung her leg out, smoothly straddling Twilight's face.

"Make your master feel good, Twilight." Lily cooed, raising one hand to cup her own breasts. She gently pinched her nipple, rolling the flesh around until it was hard. "You may touch yourself, but you may not cum. Understood?"

"Yes, mistress..." Twilight groaned and opened her mouth, tongue hesitantly brushing over Lily's exposed crotch. The first tingle of pleasure made Lily's mouth hang open. She didn't realize how much she had wanted this... Focused too much on making Twilight know what she was in for, Lily was too negligent of her own needs. Seriously, Twilight was working magic against her... A different kind of magic, that was... Lily shivered and grasped her breast firmly, feeling Twilight's arm adjust as she went downstairs to indulge in her own pleasure.

"Remember." Lily whimpered thinly. "You cannot cum without permission." Twilight could only manage a nod from inbetween Lily's legs, which were slowly getting wetter and wetter with her own arousal... "Twilight," Lily groaned. "Open your mouth, I'm going to cum..." Twilight obliged, her hot breath washing over Lily's midsection as she hungrily opened her mouth. Lily twitched her own clit rapidly, shivering as pleasure coursed through her. "Aahh... Ahhh... AAHN!" Lily bucked her hips forward, the first stream of clear liquid spattering direclty onto Twilight's forehead. Cursing silently, Lily continued twitching as she re-directed the rest of her gushing orgasm into Twilight's mouth. Swallowing every drop, her obedient slave lapped and licked and gulped as Lily was overcome with pleasure. Done at last, Lily dropped her hips back onto Twilight's face, relishing the attentions of the skilled magi's tongue. "Good girl," Lily groaned, stroking Twilight's face gently. "You have my permission to cum." Glancing backwards, Lily saw Twilight's fingers increase in pace, a wet, slick noise emanating from her pleasured crotch.

"M-mistress! I'm... I'm c-c-cumming! AAHN!" Twilight lifted her hips, fingers buried inside her pulsing sex as she climaxed. Panting and shivering, Twilight came for a few long moments before falling down once more.

"Hmm... Good girl. But we're not done yet, Twilight. On your hands and knees." Lily swung her leg out and slipped off the bed, padding to one of the chests filled with toys. She pulled out a thin, ribbed strapon, smiling as she stepped into the harness. "I'm going to fuck your ass, Twilight. Do you want it?" The slave, on the bed, bit her lip softly.

"Y-yes, mistress..." She whimpered.

"How badly do you want it?" Lily asked, tightening the straps. She started walking back towards Twilight.

"I... I really want it badly, mistress..." Twilight whimpered.

"What would you be willing to do, Twilight?" Lily paused at the edge of the bed, the strapon standing straight away from her crotch.

"A-anything, mistress..."

"Be specific."

"I... I would lick your pussy, mistress... I would use my fingers inside of you... I would willingly walk naked around the house for you... Anything, mistress..." Lily grinned.

"Would you let another take you over?" Twilight's face was blank as she blinked a few times.

"Mistress?"

"I said." Lily gripped her hair, pulled Twilight's mouth against the strapon. "Would you let another take you over? Another person come into this room and dominate you?" Twilight eagerly licked at the thin, ridged rod, but was pulled away sharply by Lily. "WOULD YOU?!"

"Aahn! Y-yes, mistress! Anything you see fit!" Twilight panted, her mouth open.

"How many?!"

"Wh-what do you mean, ma'am?" Twilight almost forgot. Almost. Lily slapped her cheek instead of giving her another two hours.

"How many men and women would you let into the room to have their way with you? Tell me the number!" Twilight panted, her eyes darting as she thought long and hard.

"F-four, milady!"

"At the same time?!" Lily slapped her again. She could see the glistening wetness coursing down Twilight's thighs.

"Y-yes, milady!" Twilight panted, she was REALLY getting off on all this... That hungry look in her eyes drove Lily on.

"Suck it." She pulled Twilight's open mouth firmly onto the strapon, eliciting a wet, gagging noise as the head pressed into her throat. Twilight's lips easily closed around the thin rod, sucking and choking on it with an expert, almost surprising touch. Lily started thrusting her hips, effectively mouth-fucking Twilight's wet lips. She pulled back out, hand in Twilight's hair still. "Seven."

"Wh-what... Why seven, mistress?" Twilight whimpered softly.

"Seven people, men and women. Can you do it?" Twilight's wide eyes grew wider.

"M-mistress... I, I don't." That was it. A brief flash of recognition in her eyes as she realized what she had done. Lily flipped Twilight onto her stomach firmly, laying her entire body out against Twilight's back.

"What was the rule, Twilight?" Lily grunted.

"I-if... If I say no, or anything along those lines, y-you'll..." Twilight hesitated, swallowing past the lump in her throat. "You'll make me cum twice and leave me with... With a vibrator for two hours... Ma'am." She added it as an afterthought. Lily spanked her twice, hard, for reparation.

"Make you cum twice from WHAT, Twilight?"

"From my ass, mistress..." She panted breathlessly. Lily smoothly guided the strapon into the promised hole, grunting as she roughly shoved it deep into Twilight's slick asshole. "AAHN!" Twilight cried out, fighting against Lily's firm hold. That only made her whip Twilight's red cheek twice in response.

"That's right, Twilight. Beg for it."

"M-mistress!" She gasped. "Please! Fuck my ass!"

"Louder!"

"Fuck my ass, please, mistress!"

"I SAID LOUDER!" Lily pulled Twilight's hair, her back arching upwards.

"PLEASE FUCK MY ASS, MISTRESS!" Twilight's cry sent shivers up Lily's back.

The first thrusts were brutal. A lesser woman than Twilight would have begged for it to stop. But not her dirty little slave. No. Twilight was begging for it. She didn't stop after that first scream. More ripped from her lungs, truly testing the soundproofing of the tiny room. Twilight was so enthralled in the rough, flesh-slapping process.

"YES! YES! PLEASE! YES!" Each cry came with the rough thrusts, Twilight's perky ass jumping with the force of impact. "MISTRESS! I'M CUMMING!"

"Do it." Lily growled into her ear, firmly biting the soft flesh of Twilight's earlobe as she continued plunging the strapon deep into Twilight's anus.

"AAAAAAAAHHN! FUCK!" Twilight screamed as her ass was abused, the next three thrusts making her pour feminine cum onto the sheets. A puddle formed under her crotch, widening from the wetness she gushed forth. "FUCK! OH, FUCK ME HARDER, MISTRESS! PLEASE!" Twilight continued to cry for it, her chest heaving with each breath. Lily relentlessly plunged into Twilight's ass over and again, reaching parts of the twitching Magi Lily guessed were seldom if ever touched, even by Celestia...

"Cum again, Twilight Sparkle. Cum for your mistress."

"I'M... GONNA... CUMMMMM- AAAAAAAAAUUUGGGHH!" Twilight's ear-splitting scream almost certainly extended beyond the room. In fact, Lily was sure of it. Lily shoved her head down at the end, pulling the strapon out and slapping Twilight's abused ass cheek. The flesh jumped, steadily turning red under the firm blow. Stepping out of the strapon, Lily stomped over to the chest, huffily digging around for what she sought. There it was... Flicking it on high and grabbing the roll of scotch tape from the duffel bag, Lily went back to Twilight, who was panting, face-down on the bed.

"Ass in the air." Lily commanded. Twilight hesitantly slid one knee up, then the other. Her slowness got her a rump-shaking spank.

"NN! Yes, mistress!" She panted, quickly sticking her ass into the air. Lily pushed the vibrator against Twilight's dripping cunt, just at the top of her gash. The reaction was immediate. "AAHN!" Twilight whimpered, almost pulling away. Almost. The horny little bitch actually ended up pushing against the vibrator, shivering and moaning. Her lips were open, drooling onto the bedspread. Lily taped the vibrator there firmly, making sure the tape stuck to her wet flesh satisfactorily.

"Hmm..." Lily mused, watching the spectacle for a few moments. "That might slip off... I wonder..." Lily left the tape there on the bed, fetched the rope she had used to tie Twilight up last time. This time, though, she tied and intricate sort of pattern onto Twilight's waist, two ropes plunging inbetween her legs and holding the vibrator firmly against her clit. She tied small knots above and below each rope, an inch of space inbetween them to keep the vibrator from sliding higher, along Twilight's pubis, or lower, into her hole. "Hands behind your back." Twilight obliged, still whimpering. Lily used the excess to tie her hands firmly, wrists crossed just above her ass crack. "There we go. I'll be back in two hours, Twilight. You have my permission to cum as many times as you can against that vibrator. And don't be afraid to wiggle around. I would like to see this bed covered in your cum when I return." Lily spanked her firm asscheek once more before leaving, flicking the lights off.

"Holy shit." There were four women on the other side of the door.

"Enjoy the show?" Lily teased, still nude and shining with Twilight's release in several of her more... Sensitive areas... Brenda swallowed and looked between the door and Lily.

"Is... Is she going to be alright?"

"Oh yeah. Twilight's a tough little girl. Trust me, she'll be fine. What about you, Brenda? You look like you're about to pass out." Lily gently patted Brenda's stomach with the back of her hand. Jade handed her a change of clothes, which Lily quickly slipped into.

"I'm... Good..." Brenda whimpered, one hand falling to the crotch of her jeans. She flushed slightly. "Am... Are we going to...?"

"Later on." Lily groaned, stretching. "She violated the third rule, so she'll have to stay like that for two more hours. After that, she'll have two hours to recuperate, then you get her for an hour. Think you can last another four hours?" Lily teased. Brenda gnawed her lip, concentrating.

"I don't think so. Excuse me." She quickly slipped into a nearby room, the lock sliding shut audibly. Lily grinned as Jade put an ear to the door with the room Twilight was in. Lily listened closely.

"Nn... Nn... AAAAAHHN!" Grinning, Lily padded away.

"One hundred and seventeen minutes to go."

"Enjoy yourself?" Lily asked. Brenda, nude and flustered, slipped out of the room, holding her clothes in her hands.

"She's... VERY good with her tongue..." Brenda muttered. Lily teased and spanked her exposed bottom.

"Get her warmed up for me?" Panting some more, Brenda nodded and pulled her clothes on.

"She came three times that I counted, each one with my permission. That was... That was FUN." She pulled her shirt on, cheeks flush with arousal and a healthy afterglow.

"Now you see why I love this so much." Lily teased, hugging Brenda softly. The hug was returned tiredly.

"I'm... I need some water." Brenda moaned.

"Go drink. I'm gonna have my own little session with Twi, then put her to bed for the night. Can I count on you day after tomorrow?"

"For what?"

"Well..." Lily leaned close and whispered her plans into Brenda's ear. The woman flushed, her mouth agape, as Lily detailed all that was going to happen.

"With six other..."

"Yup."

"And she'll be..."

"Mmhmm."

"But what about the..."

"Trust me, she'll be begging for it by then." Brenda nodded softly after a while, and without another word, wandered off. Lily chuckled and stripped bare, slipping into the room.

"Did you enjoy yourself, Twilight?" Lily asked her little sex slave, who, much to her surprise, had been left handcuffed to the headboard.

"Yes, mistress... Master Brenda was... Very good." Twilight squirmed her hips. Lily saw the purple handle of a dildo still inside her wet little sex slave. Pulling it out slowly, Lily gave a very pointed lick along the wet shaft, tasting Twilight's delicious juices.

"Hmm... Apparently... Tell me, Twilight. What do you want me to do to you now?" Her slave whimpered and writhed against the handcuffs, eyes closed in thought.

"I would much appreciate it if... If Master would... Please my ass?" Lily shivered at the sultry tone of Twilight's voice.

"Good choice, slave..." Leaving the dildo on Twilight's stomach, Lily padded to the nearest chest and flipped the lid open. Rummaging around, she finally came up with two sets of anal beads and lubricant. Then a thought struck her. She paused on her way back to the bed.

"Twilight."

"Yes, mistress?"

"How long has it been since you ate?" Twilight's eyes opened and she blinked several times.

"Eight hours? Nine?" Realization dawned on her. "Oh no... Master, I..."

"No, I understand. Come on." Leaving the beads and the bottle on the bed, Lily uncuffed Twilight and led her into the adjacent wetroom. She pulled the drain cover off, hung it on a hook on the wall, and started one of the showerheads for a waterflow. "Take your time, Twilight. After you're done, we'll... We'll clean you up. Then more fun." Lily was never one for that particular part of BDSM... It was just... Unsanitary. She preferred her victims to be free to releive themselves as they needed to, without having to worry about making a mess or the many health issues involved... Twilight didn't take long, and together she and Lily hosed down the room. Now for the less pleasant part... Lily knew it was necessary, and so did Twilight, so they quickly went about three soapy enemas to ensure Twilight was clean and ready.

"Ready?" Lily asked as they rinsed away the last bit. Blushing slightly, Twilight nodded.

"Yes, mistress... Please... I feel clean again..." Unspleasantness done and over with, Lily and Twilight returned to the bed, only this time Lily cuffed Twilight face-down.

"Ass up." She commanded, swatting Twilight's rear. The horny magi obliged, rising onto her knees and exposing her entire sex to Lily. "Hmm... Good..." Lily groaned and leaned forward, inhaling the fresh scent of Twilight's cleanness. While the process was less-than-desireable, Lily greatly enjoyed the end product. She laid her tongue across Twilight's rosebud, probing her entrance gently. It tasted just like any other bit of her flesh, but the smooth texture was what got Lily going. Her hand fell to her entrance, slowly rotating her clit with a moan.

"M-mistress..." Twilight groaned, more of her wetness seeping onto her thighs. "I want it... Please, continue..."

"As you wish, slave..." Lily was hardly one to deny Twilight. She poured a generous helping of lubricant onto the first set of anal beads, teasingly rotating the first against Twilight's rear.

"Master!" She gasped into the sheets. "Please! I want them all!" Lily pushed the first one in, her fingertip sucking in slightly. She pulled it away from the pressure, grinning at Twilight's panting breath. The second bead of five slid in with ease, making Twilight pant again. Then a third. "Aah..." Twilight was getting louder. The fourth glided in with ease. "HMM!" Twilight shivered slightly. Lily teased her ass with the fifth before pushing it in. "Aaaaaahh..." Twilight groaned, almost with relief. Grinning, Lily slid two fingers into Twilight's pussy. "HAAH!" That took her by surprise.

"Ready for the next five?" Lily teased, curling her fingers. Twilight quivered and nodded.

"Y-yes, Mistress... Please, I'm... I'm going to cum soon..."

"The hell you are, Twilight. Not without my permission. If I can fit all five of these in, THEN you can cum. Not before. As soon as the fifth is in, you're allowed. Clear?"

"C-crystal, Mistress..." Twilight whimpered. Lily wasted no time popping the first two in, her other hand busy sliding in and out of Twilight's dripping pussy. The magi moaned as the third pushed in, followed soon by the fourth. Grinning, Lily left it there, pressed against her ass, just barely putting the slightest bit of pressure against Twilight's eager pucker.

"Not yet, Twilight." Lily cautioned as her pet writhed and moaned. "Don't you dare cum, Twilight. Not yet." Her fingers guided the last bead in a slow circle. Ever so slightly pushing it in, just halfway. "Aah, aah... It isn't in yet." Twilight was blubbering now, drooling onto the filthy sheets with her vagina emitting a prodigous amount of clear fluid. "There we go." Lily pushed it in at last, holding all ten beads in place with her thumb as Twilight released at long last.

"AAAAAHNN!" Whimpering and panting, Twilight squirted out against Lily's chest, her thin release gushing and splattering into the soaked sheets. Lily groaned and wiped up a little bit, licking her fingers clean, but leaving Twilight's shining orgasm on her chest for the most part.

"Hold those in, dear Twilight." Lily said softly. She stood up, leaving Twilight on the bed as she went in search of the thin strapon... It was where she had left it, still on the floor. She took a moment in the wet room to clean it up before putting it on, smiling as she settled on her knees behind the panting magi. "I'm going to fuck your ass with the beads inside, Twilight." Lily teased, rubbing the head of the strapon against Twilight's asshole. "You have my persmission to cum as many times as you can. After this, you will be permitted eight hours of rest. Understood?"

"Y-yes... Thank you, mistress... You're so kind and wonderful-l-LNNNAAAUUGH!" Lily cut her off with a firm thrust, the ribbed strapon spearing Twilight's ass as she slid in with ease. Twilight's cry almost hurt Lily's ears as she slid in deep as she could go. Pulling back out, Lily took great care no to fish the anal beads out, making sure they instead rubbed along each ridge. The vibrating sensation sent Twilight over the edge. "CUMMING!" Twilight cried out, her center sputtering with feminine ejaculate. Lily heard it splash into the sheets, soaking in even more. Grinning, she pushed back in, then pulled out, in, out, in, out... Twilight's ass became accustomed, the beads firmly lodged as the ribbed strapon ran over them repeatedly. Groaning and thrusting, Lily kept plunging the strapon into Twilight's pulsing ass, feeling her own desire fill her up. Panting, developing a bit of a sweat, Lily relentlessly abused Twilight's twitching ass, smiling as her partner gasped and moaned in response to the slick, wet motions. Lily, on the other hand, was gasping and groaning, the mere pressure the strapon was putting on her almost enough to send the dominatrix over the edge.

"Twilight," Lily groaned. "I'm going to pull the beads out, okay? Ready?"

"Yes, mistress..." Twilight panted, undoubtedly drooling into the sheets more. Lily switched holes, sliding the strapon into Twilight's pulsing vagina as she grasped the string dangling from Twilight's gaping ass. The first bead popped out, making Twilight jump. The second followed a few thrusts after, then a third... Twilight came again as the fourth and fifth came out, and by the time she came down from the twitching, wet orgasm, Lily had pulled the last strand out. Beads glistening, strapon dripping, Twilight panting, Lily stood over the scene with a satisfied grin on her face.

"One more orgasm, Twilight, and you can rest." Lily uncuffed Twilight, flipping the magi onto her back. Twilight spread her legs willingly, both holes glistening and pulsing slightly. Gently, Lily settled inbetween Twilight's legs, gliding the strapon back inside.

"Haaah..." The groan from Twilight was lusty, passionate, and Lily couldn't help but drop her act for just a few selfish moments. She kissed Twilight sweetly, thier lips meeting in a gentle embrace. Twilight whimpered softly, her hands twisting the sticky sheets into fists. Lily slid her hands into Twilight's hair, stroking the tangled strands with a tender touch. it didn't take very long at all... In fact, Lily came first. Sliding into Twilight with a smooth thrust, she shuddered, the pleasure gripping her senses completely. Groaning softly, Lily came, whimpering against the magi's open lips. Thier tongues met sweetly, and just as Lily slid halfway out, Twilight reached her own shuddering, panting orgasm. Both women relaxed slowly, Lily settling her weight down against Twilight with a soft groan. They stayed like that for a few long moments, enjoying one another's presence, relishing the healthy afterglow of good, rough sex.

Reluctantly, Lily slid out, rolling off the bed and standing on uneasy feet. She stepped out of the strapon, grabbed the discarded anal beads and the bottle of lubrication, then dropped them all in a plastic bag from the last chest. These, she would have to clean later on. She turned to Twilight, still laying on her back on the bed.

"Go shower, get cleaned up, and ready for sleep. Tomorrow will be the longest and hardest day of your stay here." Nodding weakly, Twilight got to her feet, and retreated into the wetroom. Lily worked fast, stripping the bed of soiled sheets and replacing them with new ones. A small kitchen down the hall gave her a pitcher of water and a microwaved meal, which she left on the floor just inside the room. Satisfied all was cleaned, Lily took the bag of soiled toys and everything else. She locked the chests with the unused toys, ensuring Twilight couldn't have some fun of her own. If she would, it would have to be with her own fingers. Lily prayed her little slave knew better than that. Satisfied all was cleaned and locked away, Lily left the room, locking it from the outside.

"Good night, Twi." She whispered softly, retreating to her own room for the night. Tomorrow morning, Twilight was in for a rude awakening...

------------------ Notes from the Author ------------------

A request from a long-standing fan, Iroh, this chapter was originally going to just be one long one, with many gaps in the action, where it jumped from night-to-day, skimming over your standard BDSM fare and into the stickier bits... Then, right around the time Lily started naming the rules Twilight had to abide by, I changed my mind...

Why make this a one-shot? Oh no. Nononono. That simply won't do. Not for my depraved, horny fanbase. Not for my own sick, twisted mind. Not by a long shot. Hehehe.

Now, this chapter will take place in three separate installments, ranging from long and sticky (Like this one) to a mediocre length, like I would imagine tomorrow's will be. While I may publish this chapter this morning, I will most certainly begin work on the next one before I leave work. I plan on finishing it by Monday at the latest.

As you all know, I have my own BDSM fetish, and Twilight is most certainly my favorite pony. She's a lot of people's favorites. I would call this chapter, indeed, the whole of the "Seventy-two Hours" story my "Guilty Pleasure" chapter. Most of this is written without rime or reason, and in hindsight, may be a little confusing as to what's happening to whom, or the progression of events. I apologize for this. I'm hungover at work (Wednesday night was one helluva night for me...) so this chapter may appear pretty scatterbrained. I apologize for this. Still, it's one of the longest chapters in ADKoL:TLC, and of that I'm proud. Very much so.

We get at least a hint into Brenda's sexuality, a side character I've had but not developed much. I may include more of her character development in the future. I may not. You never know.

Call this your official reminder. I'm closing requests on August 7th at 9PM Mountain time. From August 8th to the 15th, I won't be updating the story, on account of a much-needed vacation. After the 15th, I will be finishing up what requests I haven't written, and indeed, finishing up A Different Kind of Love: The Lost Chapters.

MASSIVE SPOILER ALERTS AHEAD. DO NOT READ IF YOU DO NOT WANT TO KNOW!

Seriously. There's some pretty important shit down there. Don't read if you don't want to know.

I'm putting this down half because I need to put this idea somewhere, and half because I know there are a few of my fans who care to know what I have planned for the series... Don't read if you don't want to know what I have planned for the future.

There will be a very long three-part finale with minimal clop in it, focusing solely on Twilight and Lily's relationship. Afterwards, I will be starting TWO WHOLE NEW STORIES! The titles for which will be A Different Kind of Love: The Untold Chapters and A Different Kind of Love: Melody's Tale.

The Untold Chapters will detail the story of A Different Kind of Love from three brand-new perspectives. Ajax (The Life of a Tyrant,) Maggie (The Life of a Junkie,) and Twilight (The Life of a Student.) Each character will get anywhere from 3 to 5 chapters about themselves, for a grand-total of 9 to 15 chapters in the new story. Ajax's story will take place from the time of the invasion of Canterlot during Cadence's and Shining Armor's wedding on to his death in A Different Kind of Love. Maggie's story will lay the groundwork for Lily's arrival in Ponyville, and will reveal some hidden string-pulling from a devious, soon-to-be-revealed source. Twilight's story will begin with her seduction (Forced as it was) at the ending of A Different Kind of Love up until the beginning of A Different Kind of Love: Melody's Tale.

A Different Kind of Love: Melody's Tale is the story of Lily and Twilight's children. Aptly named Melody (the main character) and her older brother Verse, the young woman grows up in a world of rising adversity. Chimera threats from the north, Dragon rampages in the east, and political unrest in Canterlot force the four to move far south, fleeing scandal and war in the capitol city. This far from the crown and it's protective duo of powerful sisters, though, the fractured family faces a new challenge, and an old foe raises her ugly, green-haired head. Can Melody win the war waging within herself? The war between changeling and magi? Or will the dark ministrations of her hive mind force her to abandon her friends and family?

Seventy-two Hours, Day Two

----------------- Request Chapter: Three-day Bondage -----------------

This chapter takes place directly after "Seventy-two hours, Prologue and Day One," and before "One Dark Night."

There will be light to medium BDSM in this chapter.

Thwa-CRACK. The whip whistled through the air with an audible sound of wind resistance against leather. The sharp sound of tanned cowhide on flesh made Lily's nethers tingle. Twilight, in the dead of sleep, writhed under the half-cover the sheets provided. She blinked once, twice... Then the pain hit.

"Aaaahh... AAHH!" She jolted upright as the burning sensation pulsed through her entire body, sent her system into overdrive. Lily watched the flop sweat break out on her skin.

"Good morning, sunshine." Lily teased, coiling the whip around her arm. She stood at the foot of the bed, completely nude, and smiling.

"M-mistress!" Twilight whimpered, sudden realization of her predicament burning away the morning grogginess. Lily just smiled and set the whip aside. "Th... That hurt!"

"It was supposed to. Don't worry, though. Now that you're awake, I don't need to use it again." She smiled down at Twilight, whose hand was busy rubbing the angry red mark on her thigh. Lily smiled and crawled up onto the bed, firmly grasping Twilight's wrist and pulling it away from the welted mark. Gently, Lily pressed her lips to it, soothing the pain with a tender kiss.

"Mistress..." Twilight groaned, her head rolling back.

"Yes, slave?" Lily teased, her warm breath washing over the mark.

"I'm... Thank you, milady..."

"Oh, don't go thanking me yet, Twilight." Lily, from her position on her hands and knees in front of Twilight, slid one free hand inbetween the magi's thighs, rubbing her tender lips smoothly. Twilight gasped and tensed, shivering slightly as Lily rubbed her petals side-to-side...

"M-master..." She whimpered, hands clutching the sheets into her fists.

"Talk, slave. Tell your master what her dirty little slave wants." Lily teased the edge of the mark with another kiss. Twilight was whimpering now.

"I'm... I want to feel them... Inside..." Twilight panted. Lily looked up at her.

"You want to feel them inside, WHAT?" She said, leaning in to Twilight's face.

"Inside m-my... My pussy..." She whimpered.

"Twilight..." There was a long pause before Twilight realized what had transpired. Rather than fight it, she just groaned and extended her wrists. Lily slid off the bed, fetching a nearby coiled rope. Twilight's wrists were bound, but instead of tying her ankles, Lily tossed the end of the rope up over a nearby exposed beam, hoisting Twilight's arms up above her head. She tied the knot off on a sturdy bedpost, keeping Twilight stretched out almost painfully.

"Don't apologize." Lily cut her off as the magi opened her mouth to speak. "You know what you did wrong. Two hours, Twilight. And since you've decided to start this day with disobedience, I'll start your day with... Hmm..." Lily stooped and picked up the whip, uncoiling the slender leather cord. She spun it around, the tip whistling through the air. Twilight's eyes betrayed fear at the prospect of another stinging lash. Lily didn't whip her again, instead spun the handle around in her hand, leaned over, and roughly shoved the hilt into Twilight's slick hole.

"Aahn!" The magi lifted her hips suddenly, shivering as Lily pushed the handle deep inside of her.

"Two hours, Twilight." Lily leaned close. "If this whip isn't still inside of you in two hours, I'll be using the other end on you." Another brief flash of fear made the magi shut her lips, nodding with a thin whimper. Grinning, Lily left her there, slipping out of the room. "Such a naughty little girl." She shook her head as Brenda held open a robe for her. Shrugging into the silky fabric, Lily smiled back at her friend. "Thank you for helping me out, Brenda. I owe you one for this."

"Oh no..." Brenda waved her off, flushing a little. "If what you have promised for tomorrow happens as you say it will, I'll be the one who owes you." Lily smiled and gave her a swift spank, padding towards the stairs.

"Let's get some breakfast while Twilight reflects on her actions this morning."

"How long?" Brenda asked, rubbing her rear with a marginally deeper blush.

"Two hours. And I left the whip inside of her."

"Ooh..." The remark was halfway between arousal and understanding. Lily grinned over at her.

"What HAVE I done to you?" She teased.

"Something wonderful, I hope."

Fed and hydrated, Lily padded back into the room with Twilight, smiling at the magi's flushed expression. "Well well," She stopped at the foot of the bed, raising her hands to cross underneath her bared breasts. "Enjoy yourself?"

"M-mistress..." Twilight whimpered. "I'm sorry... I... I came while you were gone, and... And..." Glancing down, Twilight spread her legs, betraying a vacated vagina. The whip, still glistening with her juice, lay on the bed amidst a few dark stains of her arousal. Sighing, Lily grasped the end of the whip, pulling it off the bed.

"Twice already, Twilight. Twice in two short hours you've disobeyed me." With a single, smooth motion, Lily pulled the knot free from the bedpost. Twilight groaned as the tension on her arms was released, letting her fall back into the bed. Lily pulled the rope through the beam that had held Twilight up the past two hours. Using the same hand that held the rope, Lily grasped a handful of Twilight's hair. Flexing hard, Lily dragged the magi off of the bed by her hair, Twilight's mouth opening in shock and pain as she fell roughly to the floor. "I swear," Lily grumbled, dragging Twilight across the carpet towards the wetroom. "Can't even follow simple rules. Part of me's beginning to think you don't even care if I leave you alone or not." Twilight, meanwhile, grasped Lily's wrist in an attempt to lessen the pressure on her hair.

"Aah! Master! Please, my hair! AAHN!" She screamed as Lily pulled her into the tiled wetroom, unceremoniously dropping the abused, bound magi on the cold tile. Like she was on the clock, Lily started turning faucets and hoses on, leaving them to run into the drain. She took a long length of rope and tied it to a ring in the wall, giving Twilight slack, but not enough to reach the door, which Lily soon went through.

"Stay there while I get your food. If you have to, relieve yourself, then wash up. I won't stand you being dirty for even a moment. Understood?"

"Yes, master!" Twilight panted eagerly. She was obviously in a mood to please her disgruntled master.

"After you eat, we'll begin your punishment for disobeying me." Lily left Twilight with the running, hot water, padding across the room to the entrance. "Brenda." She said softly, getting the attention of her de-facto assistant from the doorway. "Bring the meal." She was handed a tray with oatmeal and toast, eggs, hashbrowns, sausage, and a small fruit salad. It was a decent meal, since Twilight would not be permitted to eat again until later on that night. Twilight's microwaved meal from the night before was gone, so Lily figured they'd be in for another cleaning session soon enough. When Brenda finished handed Lily the stuffed tray, she nodded and padded back to the wetroom, where Twilight was doing her best to rinse off with her wrists bound. Lily, grinning wickedly, set the tray just at the entrance to the room, slipping inside to add a little more slack to the rope. Not a whole lot, just enough... She turned to Twilight, expectantly looking at her master.

"Your meal is over there, Twilight." Lily pointed at the tray. "Crawl over there and eat it. And Twilight," Lily grasped the magi's wrists, flicking the coiled bonds. "No using your hands."

"Yes, mistress!" Twilight readily fell to her knees, crawling across the floor towards the entrance. With a foot left, the rope snapped taut, jerking her to a stop so very close to her goal. Lily stepped past her, grabbing the two pillows from Twilight's bed. She made herself a makeshift seat on the other side of the food from Twilight, langurously stretching out to watch the spectacle. Twilight tried several angles of approach, from lying on her side to sideways to even using her foot to pull the tray closer. Each time she got a toe hooked around the tray, Lily would grab the opposite edge, just to keep her from pulling the food into the room. She smiled as Twilight whimpered from frustration and hunger. Finally, Twilight swung her leg over the rope, her bound wrists raising inbetween her legs. Ass in the air, chest almost on the tile floor, Twilight finally got close enough to put her mouth to the food. She glanced up at Lily before setting in on the meal.

"Look at you," Lily teased, idly running a hand up and down her side. She was propped on one elbow, watching Twilight eat like an animal. "Getting so filthy because you're hungry... Oh dear," She chuckled at the sight. "You got oatmeal in your hair." Twilight had to sit up to swallow each time, and each time, Lily could tell the rope rubbed against her sensitive crotch. By the time the meal was finished, Twilight's chest was littered with the bits that fell from her face, her hair was sticky with oatmeal, and she was wet as ever. Lily pulled the tray aside, watching Twilight lick her lips free as her master laid on her side, still idly rubbing her side from thigh to rib.

"Let's get you cleaned up. I'm sure you've got... Other business to handle as well." Lily pulled the drain off again, letting Twilight relieve herself. Just like yesterday, Lily gave her three soapy enemas, cleaning out her bowels so they were clean and ready once more. Then she hosed off Twilight's front, chuckling as Twilight sputtered under the warm stream. Clean, dripping wet, and panting slightly, Twilight crouched in the shower, peering up at Lily above her. "There we go." Lily started cranking off the water valves, bringing the flow to a stop from all sources. She untied the rope from the wall and tugged Twilight out into the room once more. She dripped onto the carpet, leaving wide, dark trails as she was dragged into the open area in the middle.

"I wonder... What should I do for your punishment... Let's see... You disobeyed me twice this morning, so I believe... Yes, four orgasms. Aah, I know." Lily used the rope to stretch Twilight out, her arms above her head. She was still able to stand flat on her feet, but she had to at least rise onto her tiptoes to relieve the pressure from her shoulders. Lily left her like that while she went in search of a new toy... Bending at the waist so Twilight could admire her ass, Lily shuffled through the chest, finally extracting what she sought. Referred to affectionately as a 'Wand,' the massive vibrator had an attachment roughly the size of a doorknob, perhaps a little smaller. When turned on, the head vibrated very roughly, and would bring a woman to orgasm in seconds. Lily ran it, powered off, over Twilight's body as she slowly walked in a circle around the prostrated woman.

"Nn..." Twilight would mutter softly as Lily pressed it against her. "Haah..." She rotated Twilight's nipple with it, smiling.

"Look at you..." Lily's free hand caressed Twilight's crotch, raising her shining fingers before the flushed woman's eyes. "Whimpering and wet like a little whore. I haven't even turned it on yet." She did so just then, the lowest setting she could. Twilight twitched as the vibrations made her nipple hard.

"Aah!" She twitched, pulling herself up with the rope slightly. Lily pulled it away for a moment, waited until Twilight sagged back down to her feet. Just as Twilight opened her eyes once more, Lily pressed it back to her nipple, one setting higher this time. Twilight tensed again, and Lily pulled away. She walked a circle around the quivering woman, grinning as Twilight panted. From behind, Lily bent over to make sure Twilight was still wet. Dripping, even. Once Twilight relaxed, Lily pressed it against her, the vibrator now on just a medium setting. The hum of the machine was audible. Twilight didn't tense right away, she tried to fight it. It didn't take much longer than five seconds before she was flexing her arms again, whimpering thinly. For the third time, Lily pulled away, waited until Twilight settled on her feet again.

"Haaahh..." Twilight settled her shaking arms, legs only marginally spread. Lily grinned, gave her just a few moment's rest. The next came without warning, though... Set on high, Lily shoved the knob inbetween Twilight's legs, pressed it firmly against Twilight's dripping center. "AAAHH!" Twilight cried out and immediately lifted herself up, trying to get away from the shocking experience. Lily followed her, shoving the vibrating head INSIDE the twitching magi. "M-master!" Twilight was crying now, her arms shaking. "I'm gonna cum!"

"No you aren't." Lily pulled the vibrator out and away, grinning as Twilight fell into the rope, knees slightly bent as her arms stretched straight over her head. "NOW you are!" Lily pushed it against her again, driving the thick head against Twilight's dripping slit with an almost audible slap.

"AAAAAAAHH!" Twilight let go with a cry, her thighs quivering as all strength was sapped from her legs. She gushed a good amount of liquid, spattering the already-abused carpet as she climaxed.

"One down." Lily pulled the knob away and licked the vibrating head, tasting Twilight's juice. "Three to go. No rest." Still on it's highest setting, Lily pushed it firmly against Twilight's dripping cunt, driving the woman to another screaming orgasm. Twilight quivered and hollered as her orgasm rocked through her, driven by the vibrating knob. "Not over yet, Twilight." Lily growled. She pulled away, fetching another toy. A smaller bud vibrator, Lily turned this on high and smoothly pushed it into the quivering magi's pucker. Anus now stimulated as well, Lily drove the larger wand against her again, bringing Twilight to her third orgasm. This one didn't spray, but she certainly dripped a large amount of liquid. The carpet underneath her was saturated, a dark red as Twilight splashed her cum into the steadily-growing spot. Lily left the vibrator in her ass, running the wand over her twitching stomach. "How do you feel, slave?" Lily asked teasingly, one finger resting on Twilight's pucker, teasing her with just a little bit of pressure.

"I-i feel good, master..." Twilight whimpered, her skin covered in a small amount of sweat.

"Do you want more?" Lily asked.

"Yes, master."

"REALLY want more?"

"Yes, master..."

"Beg for it, then." Lily pulled away, leaving Twilight with just the bud inside her rear.

"Please..." She whimpered, obviously struggling against the smaller, less-intense vibrations in her ass.

"Oh come on, Twilight." Lily gave her a firm spank, grinning as she jumped. "You know how to beg better than that.

"P-please!" She whimpered, face screwed up in such a cute manner. "Please let me cum!"

"Cum from what, Twilight?" Lily tapped the still-humming vibrator against her thigh from behind.

"F-from the vibrator, milady!"

"What do you want from the vibrator?" Lily asked innocently, though it was betrayed by the evil grin on her lips.

"I... I want to cum from the vibrator, master!"

"I'm not so sure you do."

"I WANT IT!" Twilight panted, her breathing ragged and fast.

"Want WHAT?!"

"I WANT TO CUM FROM THE VIBRATOR!" Her back arched as she screamed, testing the limits of her breath.

"SCREAM FOR IT!" Lily swatted Twilight's ass roughly, leaving a red mark.

"PLEEEEEEEEEEEEEEASSEEEEEEEEEEEE! AAAAAAAAAAAAAAAAAAAUUUUUGHNNNN!" Lily drove the vibrating wand right into Twilight's asshole, the plastic stimulating her rectum more firmly than the smaller bud vibrator ever could. Stomach twitching as her breath left in a long, drawn-out scream, Twilight reached a violent climax.

"Holy fuck!" Lily watched Twilight spurt a thin stream halfway across the room, spattering the carpet from the door to her twitching ankles with wetness. Legitimately, Lily was shocked. Twilight dribbled the last bit of release, still breathing heavily through her mouth as Lily pulled both vibrators away from the panting woman, releasing the knot that held her up as well. Weakly, Twilight fell to the carpet, unable to stand on shaking legs.

"Count to three." Lily commanded, stooping over and patting Twilight's cheek. "Count to three so I know you're okay."

"One... Two... Three..." Twilight panted with each breath, eyes rolling as she recovered from the intense experience. The carpet underneath her rear squished with evidence of her exhaustion, the flop sweat on her skin making her shine all over.

"Good. Crawl back into the wetroom." Lily beckoned her along as she padded ahead, turning on two of the showerheads. "Rinse yourself off. I'll be back in ten minutes." Twilight weakly dragged herself into the adjacent wetroom, whimpering as she slid onto the cool tile and under the stream of water. She could do little else than lay under the stream, letting the warmth wash over her, rinse her juices away. Lily closed the door, trusting Twilight to be too exhausted to do anything.

"Note to self," Lily muttered, looking at the wet mess. "Anal stimulation makes Twilight squirt... A lot..." She chuckled and opened the door. "Brenda. Come see what our little toy did just now."

"Hmm?" Brenda, who had been leaning against the wall, quirked a brow as she pushed away and poked her head into the room. "What's that sme- HOLY SHIT!" She exclaimed, eyes wide as saw the mess. "WHAT THE HELL?!" hesitantly stepping into the room, she accidentally set a bare foot into one of the dark marks. "Ooh, what the hell? Is this...?"

"Apparently, anal stimulation makes Twilight squirt." Lily said sheepishly, grinning as Brenda wiped her foot on a section of dry carpet. "I'm the same way, actually..." Lily thought about it... The only times she had ever recalled squirting was when she had something in her rectum.

"You two... What have I gotten myself into?" Brenda muttered. "Holy shit! There's... Lily, there's a fucking PUDDLE over here!" She said, testing the edge of the soaked carpet with a toe. "Uh uhn... I don't want to squirt THAT much... Remind me never to let anyone put anything in my ass ever." Lily teased and spanked Brenda, which made her jump with a squeal. "Aah! Hey, don't even joke!"

"Oh come on," Lily teased, stretching slightly. "You won't even try it? Not even once?"

"Not if it's gonna be THIS much... Sheesh..." She skirted the puddle, looking around at the rest.

"Well, we can't keep her here. I need help moving her down the hall. She's rinsing off right now. Think you can help?" Brenda gnawed her lower lip and nodded.

"Yeah, I can move her..."

"I'm going to keep her wet. So if you don't want your clothes to get wet, I suggest taking them off." Brenda only hesitated a moment before realizing both Twilight and Lily had already seen her nude. She pulled her shorts and panties off, followed by a t-shirt and bra. Setting them on top of a nearby chest, she and Lily opened the door to the wetroom. Twilight had moved so she was sitting against the wall, and looked up at both of them.

"Master Brenda." She said.

"Shut up." Brenda groaned. "I don't want to hear you talk to me, you dirty little slut." Twilight and Lily both blinked. Smiling after a few long moments, Lily turned to Twilight.

"You heard your master. I don't want to hear a word out of you. You should be lucky we're even touching you after that whole ordeal." Twilight opened her mouth to reply, but stopped and simply nodded. Lily untied the sodden knot with a little difficulty, finally releasing Twilight's wrists after three hours of being bound. Together, she and Brenda slipped under each of Twilight's arms, hauling the spent Magi to her feet. Together, they dragged a dripping Twilight out of the wetroom, into the hallway, and down four doors.

"Your new home." Brenda kicked the door open and led Twilight inside. The room was almost identical, with only a few differences. There were two chests instead of three, and more rings in the walls, with a few hanging from the cieling. One wall had several outfits on it, the leather and chains hung on hooks. Lily got an idea for what to do with Twilight later on, but for now, she and Brenda roughly threw the exhausted woman onto the bed.

"Now," Lily wiped a dripping trail of Twilight's water from her shoulder. "You're going to lay here, free of restraints. I'm trusting you, Twilight. You shall not touch yourself. Right now, you need to recover. We'll bring you water, and you are going to drink all of it. Then you will lay here for three hours, then we'll get back ot it. Am I clear?"

"Yes, mistress."

"Twilight." Lily groaned, covering her face with her hand. "What did Master Brenda say to you earlier? Did she not command you to remain quiet?" Twilight's eyes widened and she nodded fearfully, emitting a thin whimper. Lily sighed. "You sit here and think about all the nasty things Brenda and I will do to you when we get back." Twilight nodded again, slowly curling into a ball. The satiny sheets on the bed were damp with the leftover water from her shower, and together, Lily and Brenda left the room.

"Want me to get her water?" Brenda asked softly.

"Would you? Then meet me in the other room." Lily said gently, smiling as Brenda nodded and went off towards the small kitchen down the hall. Lily padded into the other room, marvelling over the mess that was only maginally drying. She cleaned up the two vibrators and the whip, tossing them in another bag to be cleaned later. The leather whip, especially... It'd have to be treated and left out to dry. Just as she tied off the bag, Brenda entered the room, making her way to her clothes. Lily beckoned her over.

"Hang on, at least let me put my shorts on."

"You won't need your shorts." Lily beckoned more insistently. Brenda paused, her hand outstretched towards the neatly-folded pile of her clothes.

"Lily, I..."

"Shh. Just come here." Brenda hesitated before slowly straightening, walking over to Lily. Smiling, Lily slid her arms around Brenda's waist, leaning in to press her lips against the surprised woman's collarbone.

"Lily, I'm... I don't think."

"How many times am I going to have to tell you to shush before you listen?" Lily teased, her teeth nipping at the flesh of Brenda's neck. She got a shiver and a moan in response, Brenda's arms hesitantly raising. Just when Lily thought her friend was going to push her away, though, Lily was instead embraced... Thier skin slightly damp from carrying Twilight, both women hugged, lips idly brushing together. Brenda took Lily by surprise as she slowly pulled her down onto the nearby bed, which was thankfully dry from Twilight's earlier orgasm... Lily stretched out atop Brenda, groaning as her hands rested on her damp sides.

"Lily, I'm... I'm ready." She whispered softly.

"Ready for what?" Lily panted, her lips caught up kissing behind Brenda's ear.

"I want to try... Uum..." Her cheeks flushed. "Iwannasquirt."

"What?"

"I... I want to try... And... And squirt." She was crimson now, and Lily was more than a little shocked. "Just... Be gentle?" Lily smiled and kissed Brenda softly, groaning.

"Of course. Just relax, okay?" A thought struck her, and she pressed her lips into a thin line. "Are you... Clean?" Brenda blushed a little more, and shook her head. Lily smiled again and kissed the slope of her breast, slipping off the bed. "Come on."

"Where?" Brenda asked.

"I'm not about to put ANYTHING inside of you unless you're clean." Slowly, Brenda followed, and nodded as Lily explained the steps to her. The syringe, the soap, the warm water, what it all did... To her surprise, Brenda was already shaved front and back, and cleaned up well. They rinsed out the room together, Brenda gnawing her lip. "You okay?" Lily asked softly, laying a hand on her arm.

"Yeah, I just feels... I dunno, like... Slippery..." She smiled and nodded, pressing close as they embraced once again.

"Very slippery?" Lily teased.

"Mmhmm..." Brenda said with a breath, her hands sliding over Lily's shoulders.

"Let's see how slippery."

"AAH!" Brenda tensed as Lily slid one finger in. She only had one way to go, though, and that was closer to Lily. Pulling Brenda close, Lily held her in place, her middle finger pushing into the woman's virgin rear. "L-lily! Aah!" She whimpered, her nails tightening slightly on Lily's back.

"Relax." Lily said softly. "If this were a dick, you'd be ripped. Relax, or it's only going to hurt." She wiggled the finger just a little, making Brenda tense all the more.

"I... I can't."

"If you were Twilight, I'd make you cum twice from your ass, then leave you tied up with a vibrator. Be lucky you aren't, and don't say you can't." Lily kissed Brenda's neck, her other hand massaging the woman's lower back.

"Hmm... O-okay..." Slowly, the muscles let loose thier tension, opening Brenda's rear.

"Here goes." Lily slid a little more in, and Brenda tensed more. "RELAX." Lily urged her firmly, her hands working at massaging the tension from her muscles. "It feels awkward now, but just wait, okay? Come on, let's move to the bed. Let me pull out." Brenda relaxed just enough, letting Lily pull out. She chuckled and patted Brenda's rear, urging her back towards the bed. Brenda followed, her legs moving a little awkwardly.

"I'm... This feels so wierd." She whimpered, sliding onto the bed along with Lily.

"It feels good when combined with, you know, the other hole..." Lily patted the sheets next to her, urging Brenda closer. "We can do this on your back, or on your hands and knees. Let me know now..."

"Well..." Brenda idly circled a pattern on the sheets with a finger. "What's easier on you?"

"Just... Get on your back. And grab the headboard, I don't want to have to cuff you for your first time." She chuckled as Brenda obliged, stretching her slender body out. Brenda was about the same body type as Lily, boasting ass-length brown hair, full thighs, and a flat stomach, Brenda was a scant inch taller than Lily, standing at six feet even. She had angular features with a sharp nose and beautiful cheeks, a rounded chin, and a dainty brow. She was truly beautiful. Her breasts, perkier than Lily's, were smaller with a slightly larger nipple. These, Lily now sucked, her full lips pulling the hard nub of flesh into her mouth.

"Haah!" Brenda groaned, her back arching just a little. Lily massaged her sides, smiling as she gently suckled on the hard nub of flesh in her mouth. "Lily, please..." Brenda whimpered. "Touch me?" Nodding against her breast, Lily slid a single finger inbetween Brenda's parted legs, her fingers peeling her moist petals apart. She was soft and damp, untouched by any other than herself in the past two days. Gently, Lily sought her clit, found that sensitive nub, as indicated by Brenda's uneven breathing. "There!" She whimpered, growing wetter as Lily spun it in a slow, delicate circle.

"Hmm... Inside?" Lily panted, letting her hot breath was over Brenda's heaving chest.

"Please..." Brenda whimpered, her eyes looking down at Lily's red, curly hair with a fire of desire. Slowly, Lily slid two fingers into her, straight and even. Brenda groaned and picked up her hips, feeling Lily slide into her all the way. "Ooohh, yeah..." She groaned, eyes closing. "That feels so goo-UH!" Lily cut her off by sliding her pinky into the freshly-prepared pucker, lips curling into a smile around Brenda's hard nipple. "Okay, okay..." She whimpered. "I can see why you and Twilight like this so much... Keep going..."

"Finally came around, eh?" Lily started to ever so slowly slide the two fingers in her center in and out, keeping the pinky static inside her ass.

"Y-yeah! This feels... Ahn... REALLY good!" Brenda writhed as Lily started pushing her pinky in and out as well, feeling the tight, ridged walls of her anus flex and pulse around the slender digit. "I'm... I feel something... Something coming. Oh... Oh, Lily! Lily I'm gonna cum!" Sitting up on her knees, Lily found Brenda's clit with her other hand, rotating her pleasure button as the woman climaxed. "AAH!" Lily pulled all three fingers out as she felt her tighten, still twitching Brenda's clit as the woman began gushing thin, clear fluid. "Oooh, ooh... Oh Celestia... Aahh..." Brenda whimpered and moaned, the sheets underneath her slowly darkening with her wetness. Lily pulled away entirely, looking at the spectacle with a soft smile.

"You're just like me and Twilight." Lily teased, licking her fingers clean. "You get off on anal. Wasn't that good?" She rubbed Brenda's stomach softly, keeping her relaxed as she came down.

"Y-yeah... Fuck yeah it was..." Brenda sat up, pulling Lily in for a soft kiss. "Thank you, Lily..." She groaned. "That was... Wow..." Chuckling, Lily kissed her cheek and pulled away.

"Anytime, darling. Come on. Ninety minutes until Twilight's ready for round two. Let's call the carpet cleaners..."

"Alright, Twilight." Lily pushed the door open roughly, making her love toy jerk up from her prone position on the bed. Her cheeks were flushed. "Wait." Lily stopped at the foot of the bed. "You were touching yourself, weren't you?" Twilight flushed brighter, extracting her hands from underneath the covers.

"N-no! I wasn't!" Lily reached out and snatched her hand, sniffing the index and middle fingers.

"Touching yourself without my permission, AND denying it." Lily tsked and shook her head. "On your knees."

"B-but..."

"No buts. On your knees, or so help me, Twilight, I will tie you up and leave you with four sets of anal beads and a dildo inside of you until tomorrow!" Twilight shut her mouth, whimpering as she slipped off the bed and onto her knees. Lily pushed her over, her arms falling to the carpet roughly. "Ass out." Twilight whimpered and pushed her rear out, exposing a glistening sex and tight, pink pucker. "I swear." Lily sighed and lifted the lid on one of the two chests. She pulled a large bud vibrator out and a length of rope. "You're just fucking up left and right. And we're not even at tomorrow yet. Hell, it's hardly lunch time!" Lily threw the bundled rope at Twilight, watched it bounce off of her rear and onto the floor. She knelt behind her. flicked the vibrator on high, and slid it into her slick pussy easily.

"Aah! Mistress!" Twilight whimpered, tensing as the vibrations washed through her. "Feels so good!"

"I'm sure it does, Twilight." Lily grunted. She uncoiled the rope and tied a knot, pushed the firm cord inbetween Twilight's wet folds.

"Haah! Mistress!"

"Don't want your friend slipping out." Lily traced the rope higher up, straight inbetween Twilight's ass crack. She proceeded to tie the rope REALLY right, digging into Twilight's flesh and rising firmly inbetween her wet lips. The knot was inside of her, cleaving her petals apart.

"Aaaaaaaaahh... Owwww..." Twilight moaned softly, her thighs quivering slightly as she fought off what had to be some rather intense pleasure. Tying the knots and looping the rest around Twilight's waist, Lily had some room left to work with.

"Hands." She said curtly. Twilight put one hand behind her back slowly. "BOTH hands, slave." Lily commanded, swatting her rear.

"Aah! Okay! Yes, mistress!" Twilight obliged, still bent forward. She was afraid to move too much. Lily bound her wrists tight to the rest of the harness around her waist, almost like she was cuffed by police.

"Stand up." Lily commanded.

"M-mistress...?"

"I SAID." Lily slapped Twilight's ass roughly. "Stand up."

"Okay! Okay, mistress! Yes, I will!" She panted. Lily watched her hesitantly slide one leg forward, then the other... Lily herself stood behind Twilight, watching her struggle. "Aah..." Her voice whimpered as she started to slowly raise. "Hnn!" Her legs shook, threatened to give out entirely... Lily watched, waited. "Aah... I'm... Nn..." Twilight found some resolve inside herself, biting her lip and standing up the rest of the way. The knot had to have been inside of her. Lily could see the muscles of her labia cleft by the rope. The faint mechanical hum of the vibrator could almost be heard... Twilight stood on shaking legs, thighs covered with arousal.

"This is what you get for disobeying my orders, Twilight." Lily said, walking a slow circle around her bound slave. "Cum anytime you like, but you must inform me." Lily reached out and placed a finger under Twilight's chin, lifting her eyes up. "Tell me when you cum, Twilight." She nodded just a little, looking deep into Lily's eyes, her own wide. Her lips were pressed into a thin line, white from the pressure. "Something wrong?"

"N-no, mistress." Twilight whimpered.

"Are you okay? Need to use the bathroom or anything?"

"No, I'm okay, Mistress."

"Does it feel good?"

"It's... Tight, mistress."

"I'd imagine. Do you like it tight, Twilight?"

"Y-yes, mistress..."

"Are you turned on, Twilight?"

"Yes, mistress."

"Are you close?"

"Very close, mistress!" Twilight whimpered. Lily lowered a finger to the tight knot pressed into Twilight's dripping slit. She flicked the cord firmly, making Twilight jump. "Mistress! That... I'm cumming!" She whimpered, legs quivering as she started to orgasm. The vibrator rattled away inside of her, never giving the whimpering girl a moment's rest. Lily flicked her twat again, smiling as Twilight's knees almost gave out. She bowed, almost as if under a weight, before slowly steadying herself. Her cheeks were flushed, breathing ragged.

"That's one, Twilight." Follow me." Lily walked backwards, making sure Twilight followed. Her first step was very hesitant, leg shaking as she took it.

"Aah..."

"Don't whimper." Lily said, watching Twilight take the second. "Keep your mouth shut." Twilight took another. The pained expression on her face showed what the knot and the vibrator were doing to her. "Keep walking, Twilight." She took a third, a fourth.

"Mistress! I'm cumming again!" She gasped suddenly. Thighs shaking visibly, Twilight very nearly fell again. Through either sheer force of will or locked muscles, she resisted...

"Come on, Twilight." Lily said impatiently. "Your punishment awaits."

"Yes, mistress..." Twilight steeled herself, seemed to finally get accustomed to it... She walked forward slowly, thighs glistening with wetness. Lily guided her to the door, into the hall. "Mistress...?" Twilight asked hesitantly.

"Come on. Can't showcase my pet if she won't walk outside." Lily smiled and turned to Brenda, waiting nearby. Her, and every other girl in the establishment... Brenda extended her arm, offering Lily a very familiar device. "Thank you, Brenda." Lily hoisted the offering, smiling at Twilight. She had stopped, eyes wide open at the sight of what Lily held in her hands. "Time to take the dog for a walk."

"Lily, are you sure she's okay?" Maggie asked, looking at the door to Twilight's prison. It was late evening now, and the past three hours, Twilight had been paraded, showcased, and touched by almost every woman that worked at Maggie's. "I mean... She looks so... I don't know, flushed..."

"Maggie," Lily said softly. "Nobody knows Twilight better than I do. Except maybe Celestia herself. She's going to be fine. A little chafed, maybe, but Twilight likes it rough like that. Trust me." Maggie rubbed her arm, glancing between the door and Lily.

"Don't hurt her?"

"Not any more than I have to."

"You said three days, right? Lily, tomorrow's a business day... I have to open the place regularly... I hope you know what that means."

"We'll keep the party down here, Maggie. I promise. But I do need Brenda, Jade, and Sierra. I'll pay for them out of my own pocket if I have to."

"Well..." Maggie sighed softly. "If they agree to go without getting paid regularly, no problem there... We've covered our costs this month, it's all just padding now... I'll leave it to you four to decide. Take it easy on her, okay? That sure was an eventful three hours, but I'd hate to see her pushed any further... Good night, Lily." Maggie hugged her briefly before slipping away, shaking her head as she left. Lily smiled softly and slipped out of her silken robe.

"Alright, Twilight." She said softly, pushing the door open. Her obedient slave had fallen to her knees, whimpering softly.

"M-master... I'm sorry, but I just came..."

"That's okay, Twilight. Thank you for telling me now." Lily knelt next to her, quickly untying the cords that bound her. The skin underneath was irritated but not raw, angry and red... Lily took care in peeling the knot away from her slick pussy, the vibrator sliding out to the carpeted floor right away. Twilight groaned and collapsed all the way. Poor girl, she had to have been going on nothing but pure will for the last half hour... Shutting the vibrator off and setting the stained rope aside, Lily gingerly lifted Twilight in her arms, carrying her to the wetroom.

"Mistress?" She asked quietly, looking up at Lily with big eyes.

"You did a good job today, Twilight... Despite your disobedience... For the rest of the evening, you're going to relax and recover. With me." Lily smiled as Twilight breathed a sigh of relief. "We can talk normally. The rules are suspended, okay? Well... Except the magic rule... That one still stands. But the rest, you're okay. Come on. I know you have to... Relieve yourself."

"Ooh, yes... Please..." Twilight groaned, her hand falling to her stomach. She and Lily turned the water on, did both of their businesses, and helped one another clean. They bathed and washed for a half hour, both women handling hygiene issues together. Cleaned, shaved, and feeling refreshed, they left the wetroom and stretched out on the bed, air-drying.

"Here," Lily said softly, rolling off the bed after a few minutes. She went to a chest and pulled what appeared to be a bottle of lotion from the inside. Twilight groaned at the sight and immediately sat up, offering red wrists to Lily. Gently, Lily started applying the lotion, taking great care not to rub too hard. Twilight was very appreciative of the tenderness, her mouth opening with a low groan in response to the cooling sensation of the lotion. Lily spread it around all over her wrists and sides, hesitating when she had covered everything but Twilight's crotch. Then it hit her. She was the dominatrix here. Re-applying a healthy bit of lotion to her hand, Lily immediately plunged her fingers inbetween Twilight's legs, making the magi gasp with shock and a little bit of pleasure. The straight mark Lily had made with the rope quickly faded as she rubbed Twilight's pubis, her sensitive lips...

"Roll over. Ass up." Lily said softly. Twilight obliged all too willingly, groaning as she lifted her rear into the air. Lily continued with another healthy dollop of lotion, rubbing it into her ass, up along her crack, her lower back, and everywhere inbetween. Twilight groaned as Lily took some extra time, making a fine, creamy mess of things.

"Lily... That feels REALLY good... Please, can you... Put some inside of me?" Twilight groaned. Lily smiled up at her. Leaning forward, she pressed her lips to Twilight's asscheek, giving her rear a playful, tender kiss.

"Always hungry, aren't you, Twi?" She teased. Gently, Lily added some more lotion to her index and middle finger, pushed them inside of Twilight's slick womanhood. The ways he flexed squelched her walls around Lily's fingers, pushed some of the lotion out of her hole.

"That feels... SO good..." Twilight groaned as Lily started moving her fingers in and out, rubbing the lotion in... "Lily, please... I'm so warm... Kiss me again, like you just did... Please..." Twilight's hand lowered to her crotch, seeking her clitoris. She found it with a breath, fingers bumping against Lily's as she obligingly leaned forward. Her lips gave Twilight's ass cheek a tender, wet kiss... The kind that even made Lily's nethers tingle.

"Hmm, Twilight..." Lily groaned, dropping the lotion bottle so she could rub her own center. "It's so wet and messy... Ooh, I love it..." Lily moaned and slid two fingers into herself, groaning as she fingered both holes at the same time... "Turn over again..." Lily slid out of Twilight, getting a disappointed groan in return. Twilight turned over reluctantly, and Lily grasped her wrist. She poured more lotion into Twilight's hand, guided the hand against her own crotch. "Finger me, Twi... Please..." Lily pushed her hips forward, squishing the lotion against herself. The cool, creamy texture was addictive... Lily added more to her own hand and slid two fingers inside of Twilight, making her partner groan out loud.

"Oh sweet Celestia..." Twilight whimpered softly. "That's... It feels so messy..." She closed her eyes and arched her back as Lily slid her fingers in and out. Twilight matched her pace, both women breathing heavy. Slick, oily, creamy... It was SO good... Lily made a mental note to put lotion in with the rest of the rooms... Upstairs and down... "Lily, I'm... I'm gonna cum..." Twilight whimpered.

"M-me too..." Lily answered right back, pushing her hips forward. Dominating the horny magi had left Lily neglected... She needed her own release. "Aah!" Mouth open with a loud breath, Lily clenched around Twilight's fingers as the pleasure crashed upon her like a wave. "Ooohh... So GOOD." She whimpered. Twilight was lost in her own orgasm, wet center pulsing all the more around Lily's creamy, slick fingers... "Haah..." Lily groaned, gently pulling out. "Great... Now we have to wash up again..."

"I don't mind one bit... Master." Twilight teased. Smiling, she and Lily shared a kiss before going to wash up once more. Afterwards, Lily left Twilight on the bed while she fixed them both a hearty dinner. She returned, and they both ate on the bed, talking about all that had happened.

"That had to have been tough, though... Walking around like that."

"Oh, don't EVEN get me started..." Twilight groaned. "I'm STILL in a daze... Not even Celestia has made me cum that many times in one go." Laughing, the girls set their trays aside, smiling at one another. "So now what, my mistress?" Twilight asked softly. Lily grinned and patted her thigh.

"You're only two days in, Twilight." She said softly. "Tomorrow, we push your boundaries." Her face grew a little bit more serious as she furrowed her brow.

"Not too far, I hope..."

"Nothing you haven't done already... Just... You know." Lily waved a hand. "All at once." Lily could almost see her emit a little wetness. "Oh Twilight." She sighed. "Always the horndog, aren't you? Need me to give you one more before bed?" The purple-haired magi, sex slave and most powerful magic-user aside from Celestia herself, gave a thin whimper and a nod.

"Please?"

"Spread 'em." Lily said softly. Twilight did so, opening her legs wide. Lily set the empty plates on the floor next to the bed and stretched out between Twilight's slender legs. She still smelled faintly of the lotion, but the first wet, licking kiss LIly gave to the joint of her crotch and thigh said she was as tasteless as water... Moaning softly, Lily slid her hands up onto Twilight's stomach, rubbed the soft flesh into relaxation. Twilight reclined against the headboard, hands rising to grip the wood.

"Aah... Feels so good..." Twilight groaned. Lily laid her tongue across Twilight's slit, covering everything before dragging it upwards. Her tip slipped inbetween the lips, teasing her entrance, smoothly finishing with a small flick to the magi's clitoris. "Hnn!" She whimpered, thin voice spread tight. "Aah..." Lily followed up with a second lick, this time using the tip of her tongue to tease Twilight's ass. That got a shiver from her as she finished by sucking on her clit just a little. "That... That felt good... Please, lick... Lick me back there again?" Lily glanced up at her, grinning.

"Then get on your knees and let me lick you from behind..." Twilight obliged, rolling over and sliding up to her knees. She spread her legs apart, pushing her rear out for Lily to access. Right away, Lily laid her tongue over Twilight's rear, putting a fair amount of pressure on it, and making the horny magi groan.

"Oh... Oh Celestia, that's great..." Twilight moaned. Lily spun the tip of her tongue around the rim of Twilight's anus, spreading a fair amount of saliva and wetness onto her rosebud. "Aah! Lily, please... Please, let me lick you too... Please?" She whimpered. Her tone was too much, her own arousal too intense to handle anymore. Lily adjusted, pulling Twilight away from the headboard so she could stretch out on her back. Twilight straddled her face, immediately delving her head inbetween Lily's legs. The first rough lick made Lily cry out, arching her back as she dug her nails into Twilight's ass. Pulling her head up, she attacked the magi's rosebud again, pushing her tongue inside with a rough touch. It was Twilight's turn to cry out, the vibrations pressing directly into Lily's clitoris. Pulling her tongue out, Lily returned her attention to Twilight's dripping slit, lapping her juices up inbetween flicking her clit and exploring deeper. Not to say she ignored Twilight's eager rear... Smoothly, she slid one finger in, curling it against the firm ridges within Twilight's pulsing rear.

"Aah!" Twilight cried out, raising herself on shaking arms. "Lily! That's so good! Ooh, I'm gonna cum again!" She whimpered. Lily stopped moving entirely, pulling her tongue away and her finger out. "Wh... Why?" She whimpered, panting in her closeness.

"Not before I do, you don't." Lily lifted her hips, exposing her own crotch to Twilight. "Get back to it, missy..." Lily felt Twilight's hot, huffy breath wash over her center as she eagerly returned her attentions to Lily's neglected womanhood. "Ooh..." Lily felt her fingertip press into the soft pucker behind her slit. "Go on..." She was liking where this was going. So, too, was Twilight, apparently... Lily felt the pressure build until Twilight's digit slid in, gliding over her own soft, tender walls with ease. "Aaahh... There we go, Twilight... I'm gonna cum soon, okay?" Twilight nodded her head, pushing Lily's clit back and forth. She rewarded the magi by pushing her finger back in, and got a nice vibrating groan in return. "Aah! Twi, I'm... Ngh... I'm gonna cum soon..." Twilight flicked her clit smoothly, moaned as she heard the words. Lily plunged her tongue back inside Twilight's center, getting a fresh wave of arousal for her effort.

"Lily!" Twilight pulled her head away from the changeling's crotch, panting softly. "I can't hold it, I'm gonna cum!" She groaned. Lily bucked her hips in response, urging Twilight back down. Licking and fingering each hole respectively, both women reached thier climax together. Lily's mouth was flooded with a fresh wave of fluid, tasting not unlike male semen... Perhaps a little bit more clear. Whimpering and swallowing against the flood, Lily felt her own center begin to gush and drip, emitting clear fluid in a flood of pleasure and wetness.

"Kuh..." Lily groaned, dropping her head back onto the bed. Twilight dribbled a little bit more, the drops landing on Lily's neck and chest... She felt a damp spot grow under her butt, the wetness slowly being absorbed by the satin sheets. Twilight obediently licked her clean, her tongue even dragging along Lily's thighs to lap up the leftover juices. Once she was finished, Twilight rolled off onto her back, smiling contentedly.

"Deliecious, master." She groaned. Lily smiled and sat up, stretching out next to Twilight.

"Enjoy it while you can, Twilight. Tomorrow's going to be intense..." She pulled Twilight against her chest gently, the magi obediently turning her back so they could spoon. Lily's hand traced lazy, idle circles around her stomach, sighing contentedly.

"Lily?" Twilight asked softly. "Was this... Okay with you?" She spoke quietly. Lily heard her more through the vibrations in her chest than her ears...

"What are you talking about, silly?" Lily kissed her shoulderblade gently. "It was my idea to keep you here for three days." Twilight chuckled and curled into a ball slowly, Lily following her legs so they stayed close.

"Thank you, Lily..." She said softly.

"Don't go thanking me yet. We have yet to get to tomorrow..." Lily paused before pulling away. "And the rest of tonight." Twilight craned her neck, looking at Lily as she picked something up from the floor next to the bed.

"What..."

---------------- Notes from the Author ----------------

Obviously, this will be continued tomorrow. The epic conclusion of the first multi-part request in The Lost Chapters will be here by either Sunday or Monday. In addition, the speedfic prompt has been posted, and I plan on writing it when I get home. (Writing at work = non-static environment) Keep your eye peeled for the next addition to "One Hour of Power!" my speedfic posting medium.

I hope you all enjoy where this is going. I'll have you know I don't actually do many story elements until I've already started the chapter. I don't really plan out where they're going. I find trying to do so ahead of time usually ends in disappointment when I actually write it out. If I just let it flow, let the story build itself as I write, I usually find a good direction and can at least nudge my free-flowing sort of writing that way.

For example, I had no idea what I was going to do in the 6th chapter of ADKoL until after I had written the clop portion with Twilight. Only when Lily began recovering the morning after did I finally decide on the course of action I wanted to take. Another example would be the Celestia/Luna/Lily request I wrote a few chapters ago. Originally, THAT chapter was going to take place just before "One Dark Night." But when I saw the opportunity to introduce Twilight and Lily's relationship into it, tried and tested by Celestia herself, I switched it around. Just a little something about my writing style, I hope you all enjoyed it.

I find writing on a request basis actually helps me in that aspect... For a request, I can either put story elements into it, develop the characters a bit, and give Lily a little advancement, or I can just write the clop out and throw it into an empty space in the timeline. Writing requests has helped me be a more flexibile author. Thank you all for participating in it. It's been a helluva ride, huhn? And it isn't even over yet. Remember, get your requests in before 9PM on the 7th, or it won't be written! That's... 7PM Eastern, 6PM Pacific time!

If you've already requested a chapter before, make sure there's about 5 chapter's space inbetween your previous request, and where your request would fit on my list. For information about my list of current, completed, and declined requests, visit my blog, located here.

Thank you for reading!

Seventy-two Hours, Day Three

------------------ Request Chapter: Three-day Bondage ------------------

The following takes place after "Seventy-two Hours, Day Two" and before "One Dark Night."

This chapter will contain light to medium BDSM.

"Lily, I thought-"

"There's your problem," Lily said softly, sighing as she sat up from leaning over the edge of the bed. "You think. Slaves don't think. They obey." The object in her hands tinkled with a somewhat metallic sound as she lifted it into sight. "Bring back memories?"

"Y-yes..." Twilight wimpered.

"Yes, what?"

"Yes, mistress!" She quickly corrected herself. Lily sighed and reached her free hand out to grasp Twilight's hair. The magi gasped as she pulled her up.

"Did you forget the rules, Twilight?"

"Aah! No, mistress!" Twilight gasped, her hands raising to clutch at Lily's wrist, trying to take the pressure off her scalp.

"Do you really mean that, Twilight? Or are you just telling me what I want to hear?"

"No, mistress! I didn't forget the rules!"

"Okay, then what is your punishment?" Lily teased, tugging on Twilight's hair. In light of the surprisingly passionate experience they had just shared, Lily might as well have been a different person in that moment.

"T-two hours alone, mistress!" Twilight panted.

"You're absolutely right, Twilight." Lily teased, raising the spider gag closer to her face. The writhing magi stilled, her eyes wide in fear and anticipation. "But I'm not going to- aahh..." Lily was assaulted suddenly. The sensation washed over her entire form, made her legs twitch. Her vision blurred over. She wasn't even sure WHAT was happening to her... All she knew was she couldn't stand anymore. Hand releasing Twilight's hair, Lily fell over and off the bed. Landing on the floor with an audible thump, Lily tried to wrap her mind around what was happening.

"About damn time." Twilight groaned, rolling her neck as she stood up. She smiled down at Lily, who was twitching on the floor. "Been working at the block for about six hours now. Granted, there were other... Distractions..." She smiled down at Lily as the changeling began to drool. "That, and I almost forgot about the differences in arcane fluxes between changeling and humans... I may have..." She smiled as Lily twitched again. "Overdone it." Fingers hooked through the metallic prongs of the spider gag Lily was previously going to use on Twilight, the magi instead bent over Lily, legs spread as she stood atop her. "Do you know what spell I used on you?" Twilight asked, swinging the gag in a circle.

"P-pleasure..." Lily managed to stammer. It had suddenly become clear. The twitching in her legs was thanks to a vicious bead of magic implanted almost directly in her clitoris. That bit of magic had only one goal, and that was to vibrate. Thanks to Twilight's slight miscaluclation, however, Lily was suddenly incapacitated.

"Oh my." Twilight teased, watching Lily's womanhood emit quite a bit of juice in response to the vibrating magic. "I may have outdone myself this time. Poor you, it lasts for five minutes. Think you can hold out?" Lily bucked her hips as the first orgasm ripped through her, relentless thanks to the ever-humming spell within her. "I guess not..." Twilight leaned over and spread the gag apart. "Open wide, Lily. I think it's time you got a taste of your own medicine." Just as Twilight went to put the gag in, her hand was pierced by... "Fangs?"

Twilight pulled back, looking at the puncture wound. "Fangs? What...?" Her hand was shaking now. She turned woodenly, the arm staying in the same place as it had been raised in. She tried to take a step but her leg froze in mid-air. Wobbling unsteadily, Twilight ended up falling into the bed. On the floor, what had been Lily was instead replaced by a half-snake, half-woman creature. Above the waist, Lily was much the same... Save that her skin was smooth and scaly, even on her breasts... Below the waist, though, a serpentine extension at least twelve feet long coiled powerfully, sprawled out on the floor. Inside her mouth, Lily's canines had extended, thinned, and laid against the roof of her mouth. The nails on her fingers had grown thinner but longer, black, and pointed. Her scales were a dull brown in the muted light of the basement room to Maggie's.

"Fangssss." Lily said softly, looking down at Twilight's frozen from as she slowly rose up to what could be called a 'standing' position. "What did I sssay the punisshment wasss for ussssing magic, Twilight?" her voice hissed with each syllable, drawing it out slightly... Her tail coiled, propelling her across the floor. Twilight's jaw quivered as she worked at getting it to function once more. "Oh, that'sss right... The poisssson..." Lily's tone, despite it's serpent qualities, was low, husky, and VERY seductive... "You sssee, Twilight... Naga are VERY fassscinating creaturesss..." She slid up onto the bed without even using her arms, the powerful muscles in her extended body lifting her up onto the sheets with ease. She slid over and around Twilight, clutching the helpless, frozen magi in her serpentine embrace. Twilight whimpered. "Asss I'm sssure you know... A bite from a naga paralyzesss her prey. It doesss no damage other than to incapacitate her foe... Or her next meal..." She slid underneath Twilight, lifting her off of the bed, the powerful, thick body wrapping around her torso with ease. "And mossst importantly..." Lily extended a scaled arm, laying a claw of a finger on Twilight's lips. "Resssissstant to magic." Body still clutching Twilight, Lily slid off the bed, gliding across the floor towards a chest. Popping the lid, Lily reached inside and withdrew a clear vial filled with what appeared to be water. As she popped the cork, though, the smell was anything but.

"You, my dear Twilight... Have disssobeyed the mossst important rule of our little... Sssession..." Lily pulled Twilight up in front of her, showing a wicked, pointed-teeth smile. "Drink." The vial pressed against her lips. Twilight's lips quivered, her eyes welled up with tears. "Oh no, don't cry, Twilight..." Lily hissed softly, one black claw wiping a tear from her cheek. "Jussst drink..." Muscles shaking, Twilight opened her mouth. Lily adjusted her so she was laying back, at least partially reclined. She poured the mixture into Twilight's mouth, smooth and scaly fingers massaging her throat to help her swallow.

"Oh, that'sss the thing..." Lily said, uncoiling around Twilight. "The antidote for naga venom..." She wiggled the empty bottle in front of Twilight's face, smiling her pointed grin once more. "Magesssbane..." Twilight writhed on the floor, coughing and whimpering as she slowly curled up in a ball. Lily glided around her in a slow circle, tapping her lower lip as she looked down at the once-again-helpless magi. "What'sss the punissshment for the lassst rule, Twilight?" Lily said softly. Twilight curled tighter, her voice thin as she whimpered.

"Ten orgasms..."

"And then...?"

"Eight hours alone... Suspended in midair..."

"Right you are. And how long will the ssspell you cast on Lily lassst?"

"Ten minutes..."

"Ssso you have ten minutesss to prepare yoursself before I get angry." Lily came to a halt in front of Twilight, lifting her chin slowly. "And I am VERY angry."

"Y-yes, misstress..." Twilight whimpered. Still shaking a little in the aftermath of the venom, Twilight held her hand, nursing the surprisingly small puncture wound. She stood after a while, making her way to sit on the edge of the bed. Unless she was mistaken, Lily could swear Twilight seemed flushed... Her steps were careful and slow... Was she... Whimpering a little? Lily watched her, serpentine eyes never blinking. This was a form Lily had only ever changed into once, long long ago. She had hoped she wouldn't have to use it on Twilight. Though she was glad to see she hadn't lost her attention to detail, nor her speed. That was a changeling lieutenant for you... She mentally counted down ten minutes while Twilight suckled the puncture wound. When she was certain at least ten had passed, Lily shifted from her naga form back into plain Lily, grinning as Twilight looked up at her.

"I'm sorry..."

"You will be. I thought I made it perfectly clear you weren't to use magic. And that you were to tell me when the effect wore off. What were you thinking?" Lily said, crossing her arms in front of Twilight.

"You said you would turn into an Ursa Minor... I wouldn't put it past you... So I was ready with a calming spell, which I've used before... I wasn't expecting..."

"An extinct creature?" Naga were, indeed, extinct. They existed only in text now, their physique and traits surprisingly well-documented. Lily and Ajax were the only two she knew, though, who had been able to study them from a changeling perspective. They had passed their knowlege on to Chrysalis, of course, but since Ajax was gone, Lily could be fairly certain only she and Chrysalis could ever shift into the surprisingly dangerous and lithe naga.

"Yeah..." Twilight whimpered softly... Lily sighed and lifted her chin.

"Your punishment begins immediately." With a rough motion, Lily quickly plunged her fingers inbetween Twilight's legs. The magi fought, clamped her legs shut, but Lily discouraged her from resisting by grasping her nipple. The first pinch made her stop fighting, and when Lily slowly began to twist, Twilight quickly opened her legs again. "DO NOT make me tie you up for these ten. Lay there and take it, Twilight." Lily growled. The magi quickly melted against her insistent touch, her fingers twitching Twilight's clitoris rapidly.

"Aahh!" She finally gave in with a breathy gasp, back arching as Lily twiddled her pleasure button. Juice began to flow soon enough, and Lily released Twilight's nipple at long last. Sagging back into the bed, Twilight kept her legs spread as she surrendered to the pleasure. Lily used her other hand to push two fingers into her, spreading her tight walls and moving deep into Twilight's twitching womanhood. That simple motion drove the mage over the edge for the first orgasm.

"One." Lily said softly, smiling down at Twilight as she writhed. "That was awfully fast, though... Twilight, did you...?"

"Long-lasting pleasure spell on myself, mistress! I... I wanted to enjoy dominating youuu AAH!" She whimpered as Lily pushed a third finger in. Spread wide, Twilight gasped and cried, looking up at Lily with wide eyes.

"Hmm. How long does this spell last on yourself?" Lily asked, gently curling the three fingers.

"F-for an hour, ma'am-AAN!" Lily pulled one finger out, keeping two inside so she could move easier.

"Then instead of ten, we're going to make you cum until it wears off, Twilight. Since you went so far to use the spell on yourself when I explicitly told you not to use any magic." Lily resumed sliding her fingers in and out, and Twilight quickly gave in to her second. "And we have, what, forty-five minutes to go?"

"Aaahh... Yes, mistress..." Twilight groaned, relaxing for just a moment. Lily hardly gave her that before flicking her clit again. "AAH!"

"Three..."

"HAAAHHNN!"

"Four."

"Good morning, Brenda!" Lily said, bouncing happily as she descended the stairs.

"You're awfully chipper. Excited for tonight?"

"You have no idea." Lily said teasingly, her bright smile flashing as she kissed Brenda's cheek. "Have you seen Sierra or Jade?"

"Uuh, I think Sierra's still asleep... Jade was in the billiard room last I saw her."

"Thank you, love. Think you'll be ready by six tonight?" Lily asked. Brenda nodded and waved goodbye, on her way to breakfast. After the session with Twilight that lasted late into last night, Lily had made the exhausted magi cum twenty-two times. All thanks to the pleasure spell. That, and Lily was assured up and down that Twilight had also cast a recuperation spell on herself, to make what little rest she would get that much more effective, and help her recover from her exhaustion. Leaving Twilight with plenty of water, which would be about the only thing the magi could reach, Lily had left her dangling in the middle of the room, with vibrators taped to her nipples for good measure.

"Good morning, Jade." Lily said softly, finding the dark-haired magi in the pool hall. As Lily watched, she sunk a difficult bank shot, setting her up for a perfectly straight shot into a corner pocket.

"Hey!" She set her cue on a nearby empty table and embraced Lily. "Brenda told me about you two. Who'd have thought she'd have it in her?"

"I know, right!" Lily bubbled. She really WAS feeling happy about today. "Anyways, do you think you'll be ready by six tonight?"

"Six? hon, the work night doesn't even really begin until nine..."

"Right."

"Which means..."

"Keep going."

"Are we going to be fucking all night?" Lily just grinned in response and left Jade to her single game of pool. The crack and rattle of a ball against rails followed her out.

"You missed." Lily got a magical spank on her way out. Deciding the last loose end needed to at least be informed, Lily made her way back to the apartments, finding Sierra's three down from her own. She wrote a hurried note and slipped it under the crack to her door, bouncing away happily once more. She fetched breakfast and ate hurriedly, returning to her apartment for a quick shower and some hygiene. By her watch, Twilight was tied up for ten hours, eight for the magic, and two for failing to call her mistress. She made her way down to the basement, wearing loose pajama pants and a tank top, no underwear. She shed them outside of Twilight's door, smiling as the sight greeted her. But then she frowned as something else came to her senses... It was a smell...

"Master..." Twilight whimpered.

"No, it's okay, Twilight." Lily said softly. "There's a reason I put the plastic down..." Rather than untie the intricate and tight knots, Lily retrieved a knife from the kitchen and cut the ropes, making sure Twilight didn't land in her own relief. Half-carrying, half-guiding the exhausted Magi to the wetroom, Lily left her to clean herself while she handled the soiled plastic. Dirty business handled, Lily sprayed air freshener and checked that she hadn't missed anything. She even discarded the ropes. As the freshener settled, there was no underlying smell... Satisfied, Lily joined Twilight in cleaning herself, using a healthy amount of soap and one more enema to clean her out even better.

"You took your punishment well, Twilight. Are you going to be a good slave from here out?" Lily asked as they rinsed Twilight off.

"Yes, master... I promise, I will no longer disobey any of your rules."

"Good. Then, since you probably didn't sleep, I'm going to put you to bed. Tied up, of course, but not so you can't be comfortable. You can rest until six tonight. After that, well..." Lily kissed Twilight's wet cheek softly. "You'll just have to see. Despite all the shit Lily had done, despite how rough she had been treated, Twilight still whimpered and blushed. There was a moment between the two of them. A sort of unspoken agreement. A bond. It was a thanks from Twilight, and relief from Lily that she hadn't pushed her friend too far.

Yet.

"Master?" Twilight asked as they slipped into the other room. "Are you... Upset?"

"Hardly, Twilight. Well... Maybe a little at your magic use... But not at the other bits."

"I'm sorry, master..." Twilight said softly, her gaze lowering to the carpet beneath her feet. "I should never have disobeyed you." Lily lifted her chin, making sure she was looking directly into Twilight's magnificent purple eyes.

"You shouldn't have. Not for the reasons that you had in mind, anyways... If you had wanted to stop, you only had to use the safe word. Do you remember it?" Twilight nodded, fighting a chuckle. "What is it?"

"But... I don't want to stop, master..."

"If you say it once, right now, I will not stop and I promise. But I want to make sure you know it. That you remember it." Lily kept her gaze fixed on Twilight's eyes.

"It's..."

"Come on, Twilight..."

"Spookidokes." She whimpered thinly before letting go in a laugh, her stomach twitching as she laughed long and hard. Lily couldn't help but chuckle herself, smiling as she gently pushed Twilight onto the bed.

"It's so you don't say it by accident." Lily reminded Twilight. "A silly word like that won't be uttered unless you really mean it. Let me see your wrists." Twilight obediently extended both her wrists to Lily, who quickly retreated to one of the chests to retrieve two lengths of rope. She wound the rope through the headboard and bound Twilight by her wrists, not very tight, but certainly so she couldn't slip out. The rope let her bring her wrists down to about in front of her chest, and she repeated the action with her ankles. This way, Twilight could lay on her side and sleep in at least a modicum of comfort, but couldn't touch herself... Lily kissed her flat, smooth stomach gently as she left her there.

"Do you think you can sleep like this?" Lily asked.

"Yes, master. Thank you."

"How many times am I going to have to say it, Twilight?" Lily teased, pulling a blanket over the magi's prone form. "Don't go thanking me yet."

The sound of flesh meeting flesh was like music to Lily's ears. That is, if she was Lily at all... Changing her somewhat worn and tired self out for the slender and moderately-endowed Tobias, Lily now stood amongst three other women, all in a half-circle around the edge of the bed.

"AAH!" Twilight's cries punctuated each fleshy smack, made Lily's grin stretch her cheeks further.

"Next." Sierra panted, pulling the pink-colored strapon she wore out of Twilight. Jade stepped forward smoothly, one hand guiding her own white strapon into the abused hole presented to them all. Sierra raised her hand, which Lily quickly high-fived. "Fuckin' A. She's a helluva ride." The ebony avian panted.

"Oh, you don't even know..." Lily teased, crossing her arms. Brenda fidgeted, next in line. "She's incapacitated right now. If you were to try and take Twilight on when she's using her magic, or even when she's not worn out... Ehehehe." Lily chuckled, Tobias' flat stomach jumping with each abdominal motion. "She's... She's something else."

"F-fuck... Stop moving, slave!" Jade delivered a firm spank to Twilight's ass, making the magi jump and still herself. "I swear, you can't just lie there and take it. What a horny little bitch, gotta try and take charge." Lily watched Jade pull Twilight's hair, making the woman arch her back as she whimpered out loud. "You forget, this is for OUR pleasure, not yours. Just lie there and let us have our way with you."

"Y-yes, Mistress!" Twilight gasped, mouth open and drooling a little. They had only just begun. It was five minutes past six, and Lily had stepped into Twilight's room with the other three women in tow, strapped, and ready for some fun. Twilight had been in the dead of sleep as Lily untied her, aroused manhood bobbing right in front of Twilight's face. The first thing her little toy had awoken to was Tobias' not-unfamiliar cock. A few ropes and a firm spank or two later, and Twilight's ready ass was presented to all four members present. Jade had started them off, moving fast and hard to get Twilight loosened up.

"Augh..." Jade pushed deep into Twilight, her bared breasts jumping with the motion. "Right. Next up." She groaned, sliding out.

"So soon?" Lily teased as Jade stood on the other side of her from Sierra.

"Oh shut up..." Chuckling, the three watched Brenda set in on Twilight. What at first seemed like an almost amateur way of handling a strapon was soon revealed as possibly the most effective orgasmic tool Lily had seen to date.

"Mistress!" Twilight gasped, back arching. "I'm cumming!"

"Go right ahead. When Mistress Brenda is inside of you, you may cum whenever you want." Brenda said softly into Twilight's ear. A thin noise escaped Twilight's opened mouth, quickly developing into a full-blown scream. Lily wondered how Brenda was able to make Twilight cum so fast... Sliding out, hardly having exerted herself, Brenda handed it off to Lily.

"Right then. Warmed up, Twilight?"

"Y-yes, master..." She whimpered, wiggling her hips a little.

"I hope so." Rubbing her slick juices onto her own shaft, Lily pressed against Twilight's ass.

"HNN! Master!" She whimpered, flexing a little. Lily was relentless. The three women behind her almost leaned over in simultaneously as she pushed further. "AAHN!" Lily smoothly pressed into Twilight's ass, pushing half of her shaft inside.

"Aahh... Much better, isn't it, Twilight?"

"Kuh!" The magi drooled onto the bed, gasping with a ragged breath.

"ISN'T IT, TWILIGHT?!" Lily firmly pulled her hair up, arching the magi's back firmly. She was tied, though, and her arms stretched ahead of her...

"Yes, master!" Twilight gasped, eyes rolling as spittle dripped down her chin.

"Don't you love having a firm cock in your ass?"

"Yes, master! I love it!" Twilight cried out, eyes closing from the intense feeling.

"Beg for me to fuck your ass, Twilight."

"Please! Fuck me! Fuck me, master! Fuck my ass!"

"Oh come on, Twilight!" Lily slapped her butt cheek firmly. "You can beg better than that!"

"I want your hard cock inside of my ass, please, master! Please, fuck my sluttly little ass! Pump me full of your cum! I want you to slide in and out hard and fast, master! PLEASE!" Twilight yammered, talking straight from the dirty little corner of her mind that so desired what Lily had to offer.

"Ya hear all that, girls?" Lily teased, looking over her shoulder. "Should I give it to her?" Twilight whimpered as Lily spanked her again. There wasn't a single cheek in the room that wasn't blushing. After just a brief pause, all three women answered at the same time.

"Fuck yeah!"

"AUGH!" Twilght cried out as Lily slammed the rest of her shaft in, eliciting a wet, fleshy sound as hip met rear. "Aah! Aah! Aah!" She cried out with each thrust Lily drove into her. The tight, ridged walls flexed around Lily, massaging that rock-hard piece of manmeat inside Twilight's eager asshole. What's more, Lily could feel the wetness from Twilight's other hole, droplets of feminine arousal splattering as Lily smoothly slid into her over and over.

"Want it inside, Twilight?" Lily grunted, thrusting smooth and deep.

"Yes, please!" She panted, ragged breath hardly enough to help her talk properly.

"Here it comes! KUHH!" Lily drove her head straight into Twilight's anus, quickly flooding her with thick streams of creamy cum. For her first male orgasm with Twilight since the episode long ago, before Lily had left the hive, it was so delightfully perfect...

"Aaahh!" Twilight let loose her own orgasm, her wet hole sputtering as it dripped liquid directly onto the carpet. sliding out, Lily stepped away so all four could watch the white goo spill out of Twilight's ass, cover her dripping pussy, slide down her thighs.

"I gotta get in on this." Sierra quickly took Lily's place, pushing her strapon deep into Twilight's ass.

"M-me too!" Brenda strode forward, patting Sierra's thighs.

"Spread your legs, I'm gonna go in the other hole. Twilight, push your ass out more." Twilight obliged, and Lily watched as Brenda crouched low, low enough to push her own strapon into Twilight's still-dripping womanhood.

"HUUUHH!" Twilight inhaled a noisy gasp as both her holes were filled, Sierra and Brenda slowly settling into a pace they were accustomed to.

"Holy shit..." Jade whimpered as she watched two women dominate Twilight from a new position Lily had never even heard of... "That's... That's really hot..."

"Take your strapon off." Lily said. Jade glanced at her before obliging, dropping her own green-tinted sex toy to the floor. It landed with a thump, and Lily took her hand, guided her up onto the bed. "Watch, get on your knees in front of her." Jade crawled around to Twilight's front, straddling the magi's stretched arms. Twilight almost immediately opened her mouth, tongue pressing against Jade's dripping core.

"Oohh!" She whimpered, eyes closing as Twilight flicked her clit. "That's good... Aah!"

"She's good with her tongue, no?" Lily asked, slowly crawling around behind Jade.

"V-very good..." With the rough motions from Sierra and Brenda, her senses dulled by the intense pleasure from Twilight's tongue, Jade didn't even notice Lily adjusting behind her... Not until she slid in. "AAH!" She gasped, feeling the sudden invasion. Lily grasped her sides, kept her from pulling away. "Oohh! Oh fuck!" She gasped, quickly surrendering. Twilight helped with that, her tongue flicking at Jade's clit. "Keep licking, slave!" Jade whimpered. Her hands slid into Twilight's tangled, messy hair, pulling her face firmly against her crotch. Lily felt Twilight's tongue drag along the base of her shaft, moaning as the second element of pleasure flowed through her smoothly.

"In or out, Jade?" Lily whispered softly, barely audible over the sounds assaulting their ears.

"In, if you can... Wait, already?" Jade turned her head, whispering right back into Lily's ear.

"Soon... This feels REALLY good..."

"Right... Ooh, shoot it into her mouth..." Chuckling, Lily nodded and slid one hand up to Jade's nipple, pinching and rotating her flesh until it was hard. The other hand brushed her hair out of the way, as the long, straight strands kept getting trapped inbetween Lily's stomach and Jade's ass.

Meanwhile, Twilight, with all three of her holes completely occupied, could do nothing but whimper and moan. "There we go." Sierra moaned, her hands curled around Twilight's slender waist. "She just came."

"No shit. Look at this!" Brenda panted, sliding out. Lily could see, all the way from the other end of the improvised sex-toy, a spray of wetness as Twilight squirted hard. "Let's untie her, I wanna see this bitch on her back!" Brenda sounded excited, almost like a child sharing a new toy with her friends. Lily couldn't help but share her enthusiasm.

"Hold your horses... Jade and I have unfinished business up here..."

"Wait, what's going on?" Sierra leaned left and right trying to see what was happening. Too interested in what was transpiring at the other end of Twilight's body, she and Brenda abandoned her twitching crotch and went to watch as Jade and Lily worked Twilight's mouth.

"F-fuck..." Jade groaned, her eyes closed. "I'm gonna cum! AAHH!" She flexed tight around Lily, her quivering muscles milking her expertly. Lily couldn't hold back, and she slid out with a small bit of wetness. Twilight, almost as if expecting it, caught Lily's head in her mouth and sucked firmly.

"HNG!" Lily felt her own muscles spasm as she started unloading into Twilight's mouth. The hungry magi swallowed every drop, sucking the sensitive rim of Lily's head, even as Jade kept grinding her swollen clit on the pulsing, wet shaft.

"Oh my goodness..." Brenda said softly. Sierra was shamelessly fingering herself, the harness for her strapon down around her knees.

"Jade..." Lily whimpered. "Do you know any... Guh... Restoration spells?" Jade, still panting slowly slid off to her side, just as Lily pulled her deflating cock out of Twilight's mouth.

"Y-yeah... It's... It's kinda hard to do... And I'm pretty fucked up... Gimme a sec." She closed her eyes, groaning as she tried to grapple with the pleasure still radiating from her twitching hole. Twilight, meanwhile, was face-down into the sheets, breathing ragged as she took a moment to recover. Sierra twitched as she came, panting. All five women slowly recovered, taking a few moments. Brenda, probably the readiest of them all, returned to Twilight's behind, rubbing and kissing both her holes softly. Twilight groaned at the mild pleasure, but didn't move otherwise.

"Okay." Jade whimpered, slowly rising to her knees. "I'm ready." Her hands ignited in a pale green aura. Lily had seen her perform magic now and then, but she had never really paid any attention to how skilled Jade was. Pale as her aura was, it was fairly dense. Lily was surprised as an intricate pattern sprang to life in the air before her fellow worker.

"In-aahh... Invert th-the... Fourth..." Twilight tried to whimper. Jade flickered her gaze down at the prostrated slave.

"What?"

"You have t-... To... HMM!"

"Brenda, hang on just a minute... Twilight, what are you saying?" Brenda raised her head, lips shining with juice and flecked with tiny bits of Lily's cum. She licked these up as Twilight sighed with relief.

"You have to invert the fourth axis, and reduce the seventh, since Lily's a changeling..." She said softly. "And put about twenty percent less power into the first... If you don't, she'll be stuck in changeling form for an hour..." Even pleasured, stretched out, sticky, and deprived of magic, Twilight was still as knowledgable as anyone. Jade blinked once and turned her attention back to the spell-form she was weaving.

"Twenty percent less into one... Invert the fourth... Reduce the seventh?"

"Yeah..."

"Anything else?"

"Invoke it backwards, and target Lily's second gateway, not her first..."

"Got it... Is that it?"

"No, you have to HNN!"

"Brenda!"

"Sorry."

"Have to... Haahh... Skip the vocal incantation... She'll go deaf."

"Changelings are tricky... Okay, here goes." Jade made a flicking motion with her hands, and Lily watched the spell-form shift and change into a thin cord of pale green magic. This fed towards Lily's chest, and as soon as it touched her sternum, she felt power and strength flow into her. Each inch that slid into her chest inundated Lily with energy, made her feel rested and restored. Her skin crackled with green power, jumping between her fingertips and dancing over her entire body.

"Woah..." Lily groaned, feeling blood flow into her member once more.

"That's what I'm talkin' about! Can I lick it?" Sierra teased. She leaned over, her hot breath washing over the flesh of Lily's hard manhood.

"Fuck yeah. Twilight, what are you going to do while Mistress Sierra licks me?"

"I can... Lick mistress Sierra..." Twilight whimpered, falling right back into her submissive role.

"Damn right you can. Get to it, slave." Sierra thrust her ass into Twilight's face, muffling the Magi's clipped response. She shivered as Twilight set to work, and Lily thought she heard a soft groan as Brenda picked up where she had left off. Sierra's mouth opened to take Lily's cock in, her lips puckering around the shaft as she slid it deep.

"Don't forget about me." Jade stood up, pushing her damp lips against Lily's face. Tongue spilling out, Lily eagerly licked the magi responsible for her recuperation, eager to show her just how much of a difference her spell had made. Jade flexed and whimpered as Lily's rough tongue delved as deep inside of her as she could push it. They made an odd line... Brenda licked Twilight, who was licking Sierra, who was sucking Lily, who was busy paying Jade back. The whole of the situation was one Lily wouldn't forget any time soon.

"Oohh..." Jade groaned, her hand massaging one breast as Lily's tongue slid against her clit firmly. "So... Ngh, energetic! Aahhn!" Whimpering, she opened her mouth to suck on one finger. Her moans came markedly more from the throat as Lily continued licking, and despite how rejuvenated she felt, she wasn't going to cum any time soon. Not that Sierra wasn't trying... Quite the opposite, in fact. The ebony beauty was an artist when it came to sucking cock. Lily groaned as she felt her tongue ripple along the shaft in waves.

"Mistress!" Twilight gasped suddenly, her back arching. Sierra wasn't going to have that. She pushed her ass out further, clamping Twilight's mouth with the simple motion. Twilight was groaning audibly against Sierra's crotch as she shook. Lily was thankful for the bonds around the magi's wrists, keeping her from pulling back any further than she was. Reason being Sierra almost had to pull Lily out of her mouth. Still, her magnificent lips shined as she worked the rim of Lily's head, sending shivers down her sensitive body. Twilight was the first to fail, going slack against Sierra as Brenda stood up, her chin dripping with release.

"Sierra..." Jade whimpered, pulling her glistening core away from Lily's scruffy face. "Let me give you something else to lick..." Hands glowing, Jade pulled Sierra away from Lily, giving her a break as Jade simply turned around to indulge in another mouth. Sierra followed her away from the others, leaving Twilight panting on the bed.

"No breaks for you, slave." Lily grabbed a fistful of her messy purple hair. "I've got another something for you to lick." Guiding Twilight's mouth against her head, Lily gently pushed inside.

"Aack... Mff!" Twilight whimpered, and on her other side, Lily saw Brenda lean forward. Strapon shining, Lily watched as she grasped the head, smoothly guiding herself into Twilight's waiting, neglected ass... Just as she slid forward, Lily and Brenda's lips met in a passionate, tongue-filled kiss. Spit roasted, Twilight was helpless to do anything other than act as a pleasure hole for the eager changeling and the newly-awakened whore. Brenda and Lily kissed hard enough to drool thin streamers of saliva onto Twilight's back, their hips moving at different times to keep the magi guessing. Lily was pushing deep enough to make Twilight gag, her own mouth drooling as she was abused from both ends. From her right, Lily could hear Jade and Sierra going at it. It sounded as if Sierra had adorned her strapon once more. Jade sounded like she was loving every moment.

"Haahh..." Brenda pulled away from the kiss with a whimper, her hips pausing. "I'm sorry, but I need something for myself..." She pulled out of Twilight, stepping back enough that Lily could clearly see what she was doing. Fingers working at the leather straps, Brenda fought the harness until her fake penis dropped to the floor. With a nervous smile, she spun around and bent over, exposing her crotch to Lily's wide-eyed gaze. One hand behind, one in front, Brenda slid one finger into her pucker and two into her slick pussy.

"Twilight needs to see this." Lily pulled her own cock out with a spray of saliva, Twilight breathing heavy and ragged in the sudden absence. Lily worked at the knots, freeing Twilight at long last. She didn't give the magi much time to enjoy her freedom, though. Pulling her abused body up onto the bed, Lily spun her around so she was facing Brenda. Then she pushed Twilight onto her stomach. Her knees forced Twilight's legs apart as she leaned forward and pushed into Twilight's eager, pulsing rear.

"Aahhn!" Twilight cried out, but her eyes didn't close. Instead, they remained closed on the masturbating woman before her, watching as Brenda slid her fingers in and out of both holes smooth and easy.

"Holy shit." Jade gasped softly. A quick glance saw both she and Sierra were watching Brenda. "That's... Ngh... Really hot..."

"Damn right it is. Come on, let's show Twilight how it's done." Sierra stood up and pulled Jade over next to the prone magi. Both women laid out on their stomachs, and Sierra mirrored Lily as she spread Jade's legs and pushed into her rear.

"Aaahhh... Oww..." Jade whimpered, feeling her tender ass spread apart by the slender strapon. "Keep going." She sighed, looking at Brenda's juicy core. Sierra and Lily fell into a pace, drilling both prostrated Magi in tandem.

"Gonna cum." Lily panted, suddenly overcome with intense pleasure. Sierra lifted one hand to smack Lily's firm ass, grinning as Lily grunted in response. "Cumming!" She slid out, laid her shaft inbetween Twilight's pert ass cheeks, and rubbed the last bit of her arousal until it pulsed through her. Twilight groaned as Lily shot seven thick strands of cum all over her back, the first shooting as far as her hair, and the last dribbling out onto the small of her back. Brenda, meanwhile, was too busy flicking her clit, already dripping onto the carpet.

"I'm cumming!" She gasped, pushing her rear out more so the four women behind her could watch. And oh how she came... Lily watched as the stream gushed out, spattering with a heavy noise into the thick carpet. The finger in her rear flexed and moved in and out slowly, punctuating her squirting release by making her pink walls pulse and flex all the more.

"Master!" Twilight whimpered. "Please, I'm very close... Please, may I cum?"

"Trade ya." Sierra said softly. Lily pulled away, let Sierra take over, her strapon delving into Twilight's ass.

"AAHN!" Twilight cried out. "Please! Let me cum!"

"Go right ahead. Soak this bed with your dirty cum." Sierra growled, roughly driving her shaft into Twilight's ass. Her hands rubbed up and down the magi's back, spreading Lily's creamy release all over. The changeling, still charged with the spell, took Sierra's spot in fucking Jade's eager ass.

"HNN! Too... TOO thick!" She gasped, hands clawing into the sheets. "Deeper! Please! More! I want more!" Lily obliged, giving her another inch, two, three... "Oooohh, yes!" Rolling her head to the side, Jade flushed as she met Twilight's heavy-lidded gaze. "Cum with me, slave." Jade panted. "Cum with me right... Haah... NOW!" Both women arched their backs as Sierra and Lily smoothly drove deep into pulsing assholes. The sounds of their cries made Lily shiver with anticipation. Brenda had collapsed with her ass in the air, one finger still buried inside her own shivering pucker.

"Hey, wait a minute..." Lily panted, sliding out of Jade as the whimpering magi came down from the peak of her orgasm. "Sierra, how many times have you came?" The avian blinked in thought for a moment before turning her head to Lily.

"Twice?"

"Unacceptable. On your face."

"Hey, you don't think you can- AAH!" Lily grasped her shoulders and pulled the woman out of Twilight roughly, eliciting a pained gasp from their abused little sex toy. Sierra writhed in Lily's grip, but couldn't do a thing as she was forced onto her front. Lily ripped the strapon down her slender legs, exposing a glistening pink slit inbetween her creamy black thighs.

"H-hey! Lily! Stoppit!" Sierra protested, pushing up against the hands on her shoulders. Lily moved her hands to the joint of Sierra's wings, massaging the soft muscles. The avian quickly sagged, the spot making her immediately surrender. Lily continued massaging as she straddled Sierra, her throbbing shaft sliding against the tender, waiting hole. "Aaahh... Come on, then..." Sierra groaned, stretching her arms out above her head. Lily smoothly slid in, easily parting her slick pussy. "Ooohh, that's good..." She groaned, sighing as Lily pressed into her tight core with ease.

"Twilight." Lily growled. "Get over here so Sierra has something to fill her mouth." Twilight obliged, sliding off the bed and standing on wobbly legs. She slowly moved around to the edge of the bed Sierra was half hanging off of, parting her thighs so Sierra could raise her head. The ebony avian was just as talented at pleasing women as she was men. Lily watched Twilight gasp as her clitoris was flicked rapidly by the dexterous tongue. Sierra was practically gushing downstairs, obviously aroused by the taste filling her mouth. Meanwhile, Brenda had joined Jade on the bed, both exhausted women stretching out together. Lily could tell everyone was tired. They had been at it for close to two hours already. Twilight, in particular, was feeling it. The past few day's fatigue was catching up on the worn magi. Lily sighed and slid deeper into Sierra, deciding it was about time to wrap this whole party up. Just... One more. Sierra whimpered and pulled away from Twilight's dripping crotch.

"Lily, I'm cumming!" She panted, her wings flaring out. Lily tensed her fingers against the muscles, slowly relaxing the tense ebony flyer into the sheets. Falling forward with a breath, Sierra shuddered and released, her walls flexing as if to milk Lily of all the pleasure she could. So soon after her last orgasm, Lily really hadn't had a lot of time to recuperate... Sensitive and whimpering, Lily had to pull out or risk cumming again. Instead, she left Sierra on the bed, grabbed Twilight once more, and forced the gasping Magi to her knees.

"I'm going to cum one more time, Twilight. And you're going to help me. Open your mouth." Obediently, Twilight dropped her jaw, eyes wide as her oral cavity was soon occupied by Lily's engorged cock. Holding back as best she could, Lily thrusted deep and smooth into Twilight's wet mouth, pulling even more saliva from her drooling slave. The shining strands fall to Twilight's heaving breast, her nose flaring as she tried to breathe around Lily's rough thrusting.

"Glrk! Gack! Urk! Glk!" Her choking noises were remarkably arousing. Lily couldn't hold back any longer. Pushing the head of her distended shaft against the entrance to Twilight's throat, Lily unloaded.

"F-fuck!" She grunted, holding Twilight's shaking head against her manhood as her orgasm unloaded. Twilight gagged and swallowed as best she could, her chest shaking with the pent-up breath. The spell was wearing off, coming to one last head of energy and pleasure. Lily's sac constricted as it continued to empty, and halfway through, she pulled out to shoot the rest onto Twilight's face. Her cheeks and chin were covered, dripping the excess onto her spit-stained tits while Lily stroked the last few drops out. "Lick it clean." Lily panted, commanding Twilight use her tongue. The panting magi obeyed, hot breath washing over Lily as she lapped up the drops of cum that were dribbling from the shining slit at the tip of Lily's hot, pulsing manhood.

"That's hot..." Sierra managed to pant softly before her head fell forward onto her arms. Her chest rose and fell with deep breaths, and Lily released Twilight.

"We're done," Lily panted, smoothly shifting back into her normal form. Twilight sagged down to her haunches, swallowing the last bit of cum she had to face. "Come on. Let's all shower up." Lily weakly padded into the wetroom, turning shower heads on. Twilight was the first to join her, followed by Brenda and Jade. By then, Lily was already soaked through, working her hands through the tangled mess of her fiery red curls. Twilight was busy rubbing the sticky cream from her cheeks, and once Sierra joined, Brenda was recieving some careful attention from Jade about her anus. After they were all at least mostly clean, they joined in a tender, five-way embrace around Twilight, holding the magi close.

"Wait." Twilight said gently, her head raising for a moment. "How much do I owe you?"

"Seriously, I'd feel bad if I didn't pay." Twilight said a few long hours later. She was dressed in a loose-fitting T-shirt from Lily's drawer and a pair of borrowed shorts. She, Lily, Maggie, Jade, Brenda, Sierra, and a doctor all sat in a circle. The doctor waved his glowing hands over Twilight's body slowly, his brow furrowed in concentration.

"Lily already took care of it. According to her, she was the one who actually owed the establishment." Maggie waved a hand absently.

"No, I was the one who went to her!" Twilight started to protest, but the doctor shushed her harshly. "Sorry," She whimpered, lowering her tone.

"Twilight, this was as much for my own enjoyment as it was yours. You don't owe us a thing." Lily said softly. She, herself, was feeling pretty off. The doctor agreed to look her over next. At the moment, though, he was focued on Twilight's abdomen, cocentrating harder than ever. The other five girls were there mostly for idle chit-chat. If anything, Brenda looked healthier and happier than ever. Sierra had a sort of dazed look on her face. Jade kept casting embarassed glances between the ebony avian and Lily.

"Lily, by my count, you owe me a full night's pay." Maggie said. "And you're paying the cost of the carpet cleaners. Honestly, I've half a mind to just go tear it all up. OH! And the sheets!" They all chuckled at Maggie as she shook her head, perking up as the doctor stood.

"She's fine," He said softly. "The recuperation spell helped her through the worst of it, and her muscles haven't been damaged. I would recommend a week of rest, but you should be fine with three to five days. Drink plenty of water, get some vitamins and protein in your system, and get some sleep. GOOD sleep." He shot a glare at Lily. "Without your wrists tied up. Come here, Lily. Let me get a look at you." Lily sat forward on her chair as the doctor knelt in front of her, his hands aglow.

"Hey Lily?" Sierra asked.

"Hmm?"

"I'll help out with the cost... That was worth it." She said dreamily, her cheeks flushing as she remembered one detail or another... Lily chuckled as the doctor waved a hand over her chest.

"I gotta get out there." Maggie, probably the most properly dressed of them all with a simple dress. "You all behave. And listen to what the doc says for once." Lily waved her off, got grunt from the doctor in return. She stilled and waited for him to finish the examination.

"Alright... You're a bit worse off than Miss Sparkle over there. I'm recommending a full two day's bedrest, and I'll set you up with an intravenous drip. Muscle relaxant, saline fluid, and a sedative to help you sleep. I'll be back day after tomorrow to check on you again." He straightened his back with a groan. "I can tell the rest of you are fine. But Lily here's the worst out of the bunch. Honestly, you shouldn't have pushed yourself so hard."

"Couldn't help it, doc." Lily shot Twilight a teasing glance. "I had a very tempting target." The magi flushed and stood up.

"I'll help her to her room."

"Hands off, Twilight. You need to get some rest yourself. If I let you stay here, you can assure me no funny business?" He swatted her hands as she reached for Lily.

"Uuh, yeah..." Twilight whimpered. "I won't do anything for at least five days. I just want to make sure Lily's okay."

"She'll be fine, I assure you. But she can't strain herself for another week or so. If you can promise me no one will mess around, I won't have to take you home tonight." He was professional, of course, but the mention of anyone taking Twilight 'home' made Lily suddenly fearful.

"I promise you myself, doc," Lily said quickly. "No one will be doing any funny business. Come on, let's get me hooked up. I'm tired..." Brenda and Jade gingerly lifted Lily from her chair, helping her down the hall to her own apartment. Sierra, Brenda, and Jade said their goodbyes, leaving Twilight, Lily, and the doctor alone. She winced only a bit as the needle penetrated her arm, but moaned once the muscle relaxant took effect.

"Two days, Lily." He said, shaking a finger at her.

"Two days, doc. I promise."

"Alright. Twilight, are you staying here?" The magi wrung her hands, glancing between the doctor and Lily.

"If it's okay with you?"

"I'm fine with it, just be careful of her IV."

"Come on, Twi." Lily lifted the blankets with her free arm. Smiling, Twilight bid goodnight to the doctor and slipped into bed next to Lily. The changeling was thankful for the warmth against her side, sighing contentedly as Twilight laid an arm across her stomach.

"Thank you, Lily." Twilight muttered softly. "That was incredible."

"I have you to thank, Twilight." Lily responded groggily. Whatever was in the IV drip was working fast. "Talk more in the morning..."

"Good night..."

"Night..." And with that, both women peacefully slipped off, basking in eachother's healthy afterglow.

-------------- Notes from the Author --------------

What was originally going to be a simple request ended up turning into my own guilty pleasure. I have Iroh to thank for the imaginative request that was almost tailor-made for my own sick fantasies. That, and I'm glad I could please a very faithful and *Cough* Loyal *Cough* fan. The rest of you who enjoyed this chapter... Well, you're just icing on the proverbial cake.

I have another idea on how to follow this whole little ordeal up, and it's actually hinged right along with the next request. Alas, this extended chapter has come to an end, with Twilight and Lily slumbering peacefully together. However, I will be going back and adding a moderately-long portion to the previous chapter, as per the requestee's observation. The only reason I skipped past it is because I didn't really feel like writing out two and a half hours worth of Twilight being paraded in front of everyone with a knot abusing her clitoris.

What the hell was wrong with me?

A few important things are achieved with this chapter: ADKoL:TLC has reached the 175k word mark! To top it off, I did it on the 30th chapter! That's thirty chapters of dirty sex, interesting characters, love, passion, cum, and filthy changeling coitus! Quite the achievement if I do say so myself.

Again, this is another warning. Get your requests in before tomorrow night at 9PM Mountain time. After that, I'll be at work, and after that, I'll be on vacation. AFTER THAT, I'll be finishing up requests, and indeed, the entire story. I can almost assure you all we'll be hitting the 50-chapter mark, in addition to at least 250k words. That's my goal. And what's more, I have a minimum two other stories coming after it.

Speaking of new stories, this may not be the place to announce it, but alas, here it is:

You all know that brony calendar/birthday thing, right? Where the month determines the action and the day determines with whom?

My birthday is August 17th.

Go ahead. Go look it up.

I'll wait.

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I'm fucked, right?

Thus ensued possibly one of the greatest text conversations with my buddy ever. It also served as the inspiration for ANOTHER new story. Keep an eye out for "Mortal Enemies." It'll be happening soon.

Rated everybody for self-insert cupcake humor. And not cupcake"s" with the S. Because that shit is just sick.

Payback

---------------------- Request Chapter: Cloned Twilight ----------------------

The following takes place almost directly after "Seventy-Two Hours, Day Three"

Lily blinked a few times before inhaling deeply. The mid-morning sun lanced into her room, falling over her stretched legs in spears of golden, brilliant light. She went to stretch her arms over her head, but winced and groaned as soon as she felt the painful tug of the IV.

"Aah, shit..." She whimpered, dropping her arm back to the bed.

"Hmm?" Twilight groaned and stirred next to her. Lily's eyes snapped open as she looked down at the magi laying next to her.

"Double shit! What are you doing here?!" She said, suddenly tense.

"Never heard you complain before." Twilight grinned and rolled over, stretching her arms langurously over her head, almost as if in defiance of Lily's predicament.

"Oh shut up, you. I thought you were headed back to Ponyville two days ago." Twilight grimaced and shook her head.

"I arranged with the mayor to take a vacation... Spike and Rarity are handling the library right now. I've still got a week until I have to be back." The morning heat was slowly rising. Lily grabbed the remote on her bedside table and flicked on the AC. The reassuring hum from the window was accompanied by a fresh wave of cool air over both women. Twilight, clad in her tight-fitting shirt, blushed as her nipples shamelessly hardened. Lily groaned and swatted at her.

"Go put on a sweater. I swear, you can cut glass with those things..." She whimpered. Bedrest was a major pain. Lily would be glad when the doctor visited later on today.

"I don't wanna..." Twilight whimpered in protest as Lily swatted her once more.

"Well put SOMEthing more than that on... The doc will be here by noon. Ahh, shit..." Lily groaned. Twilight sat up on her elbow, cocking an eyebrow. Her luxurious purple head of hair was frumpy and stuck out on one side at an odd angle.

"Well, first, your hair is ridiuclous." Lily chuckled and tried to flatten it with a hand. "And secondly, I really have to shit..." Liquid diet notwithstanding, Lily needed to void. Twilight stiffened next to her.

"Ooh... Uummm... Here, I can carry you to the toilet..." Twilight swung her legs over the side of the bed, stretched more firmly, and cast her hands out. Lily felt the tingle of magic race over her skin as Twilight lifted her from the bed, IV and all...

"I swear... Most other mages would still be reeling from the magesbane..." She flushed as Twilight hooked her undergarments with a thread of magic. "You manage a full recovery in just under a week..." Set on the toilet, Twilight respectfully averted her gaze as Lily had to do what she had to do.

"Well, I AM Celestia's star pupil... Trust me, I hate to brag, but... Well..." She kind of shrugged one shoulder sheepishly as Lily flushed and was promptly lifted into the shower.

"H-hey! Twilight!" She started to protest as the skilled magi lifted her shirt off as well.

"You gotta get clean for the doc. You know he's gonna probe your ladybits to see if the muscles are healing fine."

"Pftt!" Lily spit a mouthful of her own shirt out. "They're doing just fine! Now lemme go!" She was still held in the powerful grip of Twilight's magic, the purple-haired magi hardly expending any effort against the struggling changeling.

"Stop struggling. You'll hurt yourself." Twilight held her fast, not enough to squeeze, but enough to keep Lily from writhing any longer. She acquieced, letting Twilight strip her bare and turn on the shower. Twilight herself quickly pulled her own shirt and panties off, joining Lily in the hot water. It felt a little odd, with the IV still in her arm, but between the two of them, Lily was thoroughly cleaned and dried. Twilight hovered her back to the bed and helped her dress, summoning a white t-shirt and cotton panties from midair for herself. Almost as if in afterthought, she summoned a thick pair of pajama pants as well. Lily was dressed in red panties, shorts, and a tight-fitting black muscle shirt.

"There. Feel good?" Twilight asked, taking a brush from Lily's vanity.

"Very good." Lily nodded and leaned back against the headboard, her eyes inadverdently closing as she relaxed a little. The morning groginess was gone, but she felt somewhat fatigued from the whole ordeal. Like she had had TOO much rest. One hand pawed at her thick comforter, covering her legs and hips as she leaned back against the headboard more firmly. Twilight was brushing her unkempt hair into some semblance of order as Lily fought to stay awake a little bit longer. Before she knew it, Twilight was shaking her gently.

"Lily." She said softly. The changeling was roused from her sleep with a thin whimper.

"Ngh... What?" She groaned, wiping her face. As consciousness returned marginally, so did the realization that she and Twilight were not alone in her room. She opened her eyes and blinked, trying to focus on the two new additions.

"Good morning, sleepyhead." Doctor Hoover flipped a page on a clipboard in his hands. White coat and everything, her practitioner looked like he belonged in the hospital. For fuck's sake, the nurse even had a handbag with a red cross on it...

"Ugh... Mornin', doc..." Lily muttered. Awareness returned at last, and she saw the clock nearby read 12:38 firmly. "Did I oversleep?"

"Fatigue." He said almost immediately. "Makes you feel like you're tired when you've rested too much. It means your body is recovering well. I just need to do a quick checkup on you, Lily. A dash of magic, and you'll be back to your old self in a minute. If I may..." He gently slid a hand behind Lily's back, leaning her forward. She felt the almost painfully familiar tingle of magic course into her as the doctor explored her body. From head to toe, he didn't miss a thing. Both the nurse and Twilight respectuflly averted gazes when he peeled her panties aside, though Lily wasn't sure why... Any customer or even Twilight herself would be able to tell what she looked like. Professional courtesy, she guessed...

"Aahh..."

"Sorry, cold hands." He apologized, one glowing digit probing her elsewhere. "It's genetic." Twilight chuckled from her respectuflly averted position.

"Shush you," Lily groaned. "See how well you fare when there's an ice cube in your bum."

"Kinky. I'm down."

"Eew..." The nurse chimed in, her face scrunching up slightly.

"Don't knock it 'til you've tried it." Twilight and Lily almost answered in tandem. The doc, ever professional, chimed in with his almost preoccupied sort of wordly wisdom.

"Actually, nurse, anal intercourse is both highly stimulating and perfectly safe. Moreso than vaginal intercourse, with regular cleaning... Less mucous glands cut down the risk of exposure to sexually transmitted diseases, and with proper, albeit unnecessarry, hygiene, the risk of other diseseas is all but eliminated... For males, the *ahem* g-spot actually resides within the rectum, and the same goes for females."

"Wait, really?" Twilight perked up at the last bit. "Females have a g-spot in the anus?" The doctor spared a cursory glance at the curious magi.

"Of course. Slightly smaller and much more difficult to find, or so I hear, it exists... Usually inbetween the riged walls a few inches in."

"Huh." Twilight nodded and turned around once more. "Gonna have to try and find it some time..."

"Well..." The doctor stood and smiled at all parties, his hands fading from the warm, amber glow. "You're welcome to try if that's the sort of thing you girls are into. Lily's made a full recovery. One more bit of magic, and she'll be back on her feet." He laid a hand on Lily's forehead, another on her stomach. The glow returned at once, bright and much more dense than before. Lily felt energy course through her once more, filling her senses with it's raw, unadultered power. Twilight watched the doctor work in amazement.

"That's incredible..." She whispered softly. "How come you don't have to change any verticies or even invert the inferior apex?"

"Medicinal magic targets cells, Twilight." The doctor said with a smile. "Not specific gateways. Think about that the next time you fluster over inverting the fourth apex of an exterior complex." He winked and left a rejuvenated Lily and a shocked Twilight in the room.

"Doc, wait!" Twilight started after him. The doctor only spun about and cast a hand at Twilight, his magic springing to life fully in the matter of a moment. Twilight was frozen, wrapped in the doctor's golden glow of magic.

"You are not the only pupil Celestia has taught over the years, Twilight Sparkle." He released Twilight, whose eyes were suddenly very wide. "My calling was just in medicine. Not study." With a grin and a flourish of his lab coat, what had to be probably the most brilliant doctor left Lily's apartment, nurse in tow. Twilight and Lily were quiet for a long while.

"Wait..." Lily finally said. "He didn't take my IV out."

"How clumsy of me." In a flash of brilliant golden light, the doctor was there again. Before Lily could even jump, the needle glided out of her vein and was replaced with a ball of gauze and a bandage. "That should do. Ta!" And he was gone once more.

"Woah." Was all Twilight could say.

"Lily! Glad to see you're feeling better!" Maggie threw her arms around her friend, pulling her into a hug. Lily returned it vigorously, happy to see Maggie smile as wide as she was.

"I'm fine, thanks to the doc. I swear, that man works magic..." Lily chuckled, giving a slight jump as Maggie pinched her shorts-clad rear.

"I'll say. Not that bad of a guy, either. You know, we should consider giving him a little appreciation." Maggie's voice was taking on that dangerous tone... The sort that made Lily shiver a little. Wether from excitement or apprehension, Lily didn't know... Wasn't sure she wanted to...

"And I suppose I owe Twilight, as well..." Lily said, smiling as the magi joined them, giving Maggie a cursory hug. "Stayed by my side the whole week." Twilight had a devious grin as she pulled away from the hug, kissing Lily's cheek.

"Oh if only you knew..." She said teasingly. Lily arched an eyebrow as Maggie chimed in.

"Twilight told the girls she was staying half to make sure you recovered properly, half to... Well, I'll let her say it." Lily glanced between them with a confused look.

"Say what?"

"You'll see~" Twilight almost skipped away, smiling knowingly at Jade as she entered the group. Twilight turned a corner and was gone as Jade approached with a smile.

"Glad to see you're okay." She said softly, wrapping Lily in a hug. Lily returned it with a fistful of an ass-grope. Jade yelped and jumped, flushing as her hands fell to her own rear.

"Feeling just fine."

"I can see that." She got a playful spank as Jade spun away, smiling as she slipped into the nearby billiard room. Maggie, in her patronizing sort of way, just smiled and shook her head.

"Crazy, horny women..." She muttered softly, walking away as she waved at Lily. Just then, Sierra swooped down the hall, wings fluttering as she landed in front of Lily.

"Hey you!" She said exuberantly, wrapping Lily in a hug, complete with wings. Lily smiled and hugged her back, not entirely surprised when the ebony avian's hand slid under her shorts to grope her ass. "You're on your feet. Just heard from Twi that you were up again. Thought I'd say hello."

"You're -ngh- saying much more than helLO!" Lily jumped as a stray fingertip brushed her rosebud through her panties, accompanied by a devious smile from Sierra. "Stoppit." Lily groaned. "Hardly fifteen minutes on my feet and you all start coming on to me. Let a girl rest, wouldjya?" She whimpered and fought off Sierra's hands, laughing as the avian flapped twice and took off down the hall in a powerful gust of wind.

"Seeya!" She called, banking around the tight corner expertly. Lily waved her off, one hand idly falling to her slowly heating crotch.

"Take care!" She called back, feeling a blush rise to her cheeks. "I swear, if I run into one more horny wo-" Just as she turned to follow Twilight, none other than Brenda pressed her lips against Lily's, moaning into the impromptu kiss as her curvy body pressed Lily back against the nearby wall firmly. "Mff!" Lily whimpered as Brenda unceremoniously slid a hand into her panties, brushing her clit with an almost scary accurate touch. Lily melted almost immediately, the rampant energy and pent-up tension surrendering her to the firm but gentle flicking motions.

"Hey there..." The first hot breath drawn by Brenda left Lily a whimpering mess, her back the only thing keeping her from sinking to the floor. Brenda pulled her fingers out, making Lily shiver as she held up the glistening fingertips. "Feeling good, I guess?" She teased, her pink tongue licking at the first shining bit of Lily's pent-up arousal.

"Ff... Fuckin' A, first Twi, then ALL of you?" Lily whimpered. "Am I EVER going to get a break?"

"You got one now." Brenda teased, patting her stomach gently. "I suggest you enjoy it before Twilight makes good on her promise." Brenda padded off, following Jade into the billiard room. Lily pushed from the wall, legs suddenly weak again as she called after her friend.

"Wh-WHAT promise?!" The door to the billiard hall closed, and Lily groaned as she was left alone in the hall, wet and only all too eager to relieve some stress... "I swear, I'm going to KILL that girl..."

"Who, me?" Twilight, hand full of a glass of milk, all but bounced around the corner and smiled at Lily over the rim of her glass as she took a swig.

"Yeah, you! I was just raped!" Lily protested.

"Can't rape the willing." Lily opened her mouth to protest, but was cut off as Twilight spanked her rear with a free hand. "Come on. You've said your hellos." She left then, sweeping past Lily and out towards the lounge. Lily stuttered and followed, hand raised as if she were reaching for something that she couldn't obtain.

"H-hey, wait!"

"Waited long enough." Twilight teased, shooting Lily a grin over her shoulder. "Just follow now, okay?" Lily tried to form a sentence, but abandoned her struggle as futile as Twilight indignantly continued walking, looking nothing less than radiant as she passed through the golden lances of sunlight through the windows. Lily resigned herself to watching the indignant twitch of Twilight's shapely ass, lost in the memory of the things she had done to the pert asshole resting just behind two measly layers of fabric and some flesh... Praying none of the more frisky girls made an appearance in the next few moments, Lily let herself trickle a small trail of eager wetness down her thigh...

Twilight led her right back to her own room, which it felt like she had just left, but was glad when the magi floated her milk to the kitchen counter and turned on Lily. The door was hardly closed before Lily's back was pushed against it, her hands quickly pulling Twilight tight against her.

That first kiss was divine.

They locked firmly, lips opening all to eagerly to let their tongues clash in an epic display of saliva, arousal, and all-too-eager kissing. Twilight's hands rode low on Lily's hips, teasing the hem of her shorts. Lily, meanwhile, was too lost in the kiss to coordinate her hands into doing anything other than blindly gripping Twilight's shoulders. If Twilight hadn't broken off the kiss just then, Lily probably wouldn't have even noticed the magi had stripped her shorts down, leaving a damp pair of panties inbetween her fingers and Lily's all-too-eager womanhood.

"Now," Twilight spoke softly. "We sort of have a thing going here... And I don't want to ruin it... So, for the sake of continuity, I won't take an assertive role here..." She was almost whimpering, like she was combatting her desire and her submissiveness. "But..." Her words came out almost like a pant. A groan, even... "That doesn't mean you and I can't do something..." Her lips brushed Lily's. Hardly a breath from a real kiss. More akin to a passing brush than anything else... "Consensual..." The word sent a shiver all over Lily's flesh. It wasn't what the word implied... It was the way she said it... Lily felt her center dampen all the more as Twilight finally pressed their lips back together.

Her hands remembered they existed in that moment. Twilight, with her oh-so-slender frame, the way the white cotton framed her body... Lily could hardly resist anymore. Her hands smoothly slid up Twilight's sides, pushing the sheer fabric with them. Twilight trembled in response, her breath slightly catching in her throat as Lily worked at removing the magic-born shirt. Twilight raised her arms, letting Lily pull the garment off and toss it haphazardly over the back of a nearby couch. Returning to the kiss, both women slowly started making their way towards the bedroom. Lily knew it would end there. But that didn't mean she couldn't enjoy the trip. Twilight had to have been of the same mind... If her probing hand had anything to say of the matter.

"HNN!" Lily felt the pleasure smash into her roughly at first, almost making her step falter as Twilight's fingers expertly found her swollen clitoris. Shuddering at the feel, Lily had to stop walking for a moment as the skilled magi turned her around in a slow, almost agonizingly slow, perfect circle. Heated breath washing over their joined lips, Lily felt herself relax for a moment when the pressure stopped.

"AAHHN!" Only to be brought to the brink once more as Twilight slid her fingers inside. Clumsy hands fumbling with her waistline, Lily fought to remove her restrictive panties, to give Twilight more room.

"Aah, aah..." Twilight pulled out, her finger glistening with arousal. "Let's save it for the spell, shall we?" She teased. Lily could only give a whimpering nod as Twilight grinned and beckoned her along down the hall. For once, Lily played the subservient one, following Twilight into her own room. "Would you like to see what I have in store for you? It's going to take just a little while to cast..." Twilight teased, pointing at the bed. Lily eagerly flopped out onto her bed, rolling to her back and writhing as she looked up at the lusty magi.

"Give me a show, love..." She teased, running a hand from her chest to her thigh slowly. Twilight, gnawing her lip, could only watch as Lily's fingertips came dangerously close to touching her own center.

"S-seriously... It takes a minute to cast... D-don't distract me..." Twilight whimpered, her thighs rubbing together. The sheer cotton fabric was just a touch dark at her crotch... Lily chuckled and dropped her hand to the bed, letting Twilight concentrate. For good measure, the magi turned her back, taking a deep breath as she concentrated.

Suddenly, her hands sprang to life. Lily watched as she began weaving an intricate, delicate pattern into the air before her. Where many magi forced magic to their will, using brute force and rough motions to complete their spells, Twilight was much more graceful than that... Her hands waved over the patterns smoothly, bringing to life a striking tapestry of arcane prowess... The air hummed with her power, Lily felt static crackle in her wild, unkempt hair... Twilight was a vision of grace and beauty, using her hands to link together an intricate, almost impossible spell. Lily was envious to say the least.

Not to mention shocked.

When Twilight began to replicate.

It started with a blurring of her outline. Lily had to squint to make sure she was focusing properly. No, her eyes weren't betraying her... Twilight's body was definitely... Changing.

"What..." Lily started to say something, but was cut off as the hum of magic intensified. Twilight, with a flourish of her hand, spun the last form into the tapestry, and it happened.

"Haah!" With a firm motion, Twilight imbued the spell-form with her power, making it spring to life. The arcane lettering weaved around her very body, laid flat on her sides and chest, and then... It peeled away. But where it peeled, it pulled another body with it... Another... Twilight. And another... And another again... Two more... Soon enough, Twilight, five of them, stood with their backs turned to Lily. One-by-one, not at the same time, and most definitely not with the same poses, all turned around to smile at her.

"Woah." Lily breathed softly, eyes flitting to all five magi.

"I'll say."

"First time trying this spell."

"Which one of us is real?"

"Uuh, you?"

"No, don't think it was me?"

"I think it was me."

"Shut up, you."

"Hey!"

"OY!" Lily chimed in, making all five of the slowly degrading women focus on her. "Ladies... You can TOTALLY re-define the saying 'Go fuck yourself.'" Lily watched realization dawn upon the five identical faces as they all grinned.

"Or we could just..."

"Fuck you?" Lily whimpered at the thought.

"Please?" With a devoius look, all five of the Twilight clones descended on Lily. She didn't know how, didn't know why, or even what, but all of a sudden, she was naked, and loving every last second of it. Ten hands roved over her body, poked, prodded, and touched her in ways that made her stomach jump and her heart gallop. It was almost a sensory overload. She knew she was covered in hands, from chest to crotch, and that they were doing things to her... What was worse was the comments from all of them...

"She's whimpering-"

"So soft-"

"Wish I could shave half this well..."

"Look at her stomach twitch!"

"Wow, she's really wet-"

"Watch what happens when I flick her clit like that..."

"She's making such a cute noise-"

"I wonder what she tastes like-"

"Hey, keep... My hands to... Myself?"

"Hmm..."

Lily was lost in it all. A maelstrom of sensations was assaulting her, from apprehension to desire to stress to even impatience. Pleasure, though, was the constant. She was vaguely aware of one of the five inbetween her legs, her head moving up and down slowly. Lily felt her stomach twitch violently as she licked at her clitoris, the other four watching or massaging Lily in the meantime. She was sure at least one of them was naked now... Maybe all of them... A splash of bright white cotton here or there could very easily have been a clothed clone, or maybe just a haphazardly discared piece of pajama pants... Either way, Lily didn't even know she came until after it was over.

"Pwahh..." She whimpered, sinking back into the covers. Twilight emerged from between her legs, chin glistening with evidence of Lily's arousal. Whimpering, the changeling smiled down at her, at the devious grins she was getting from the other five.

"Wait, guys." One of them spoke up. "She DID just recover... Let's take it easy. No one's saying we can't please ourselves off to the side while Lily focuses on relaxing, or maybe getting another one off. And, well... 'Go fuck yourself.' WOULD be quite the accomplishment..." As if on que, the speaking Twilight was pushed down by another, leaving three behind as they turned on Lily. The sound of wet fingering and soft moaning rose into Lily's senses, and she smiled reassuringly at another adventurous Twilight. This one focused on bringing her back, not so much giving her enough pleasure to make her orgasm as just giving her enough to be aroused and ready once more. Her tongue was firm in licking at her, arousing a deep, needy sensation. Hungry mouth open, Lily made noises until she got what she wanted. One Twilight, catching the hint at Lily's open mouth and pink, writhing tongue, swung a leg out and let the changeling have at her with a hungry touch.

With her mouth full of Twilight's own dripping core, Lily couldn't see anything past the soft pucker and smooth curve of Twilight's ass, thus the shock of all the hands exploring her body was even more pronounced. Above it all, the sound of multiple chests heaving with exasperated breaths and eager moans was like a symphony to her ears... Lily lapped up Twilight's wet slip, her chin positivley dripping with the clone's juices. Or maybe it was the original? Whichever it was, it was delicious... Twilight had always had this sort of musky scent about her... It reminded Lily almost of an animal of sorts... Like a rutting deer... The way it filled her senses, dulled her over... Just inhaling Twilight's scent made Lily feel like an animal herself... The way it permeated and filled her, it was so...

Primal.

Lost in the pleasure, Lily felt another shuddering orgasm begin to build within herself, and she tried hard to make it apparent with her breathy moans into Twilight's own cunt. Instead, her hand was grasped, pushed somewhere wet. Fingers fumbling almost drunkenly, Lily managed to find Twilight's entrance, pushed two fingers inside. The gasp she got in return merely spurred her ownwards, sliding those two fingers deeper and deeper. Twilight bucked her hips, and Lily felt her other wrist grasped in a similar fashion... This time, though... Lily felt a tongue drag over her digits, and whatever her ring finger was pressing into, it wasn't a pussy... Exploring tenderly, Lily felt another one of Twilight's clones open her back door, the riged walls feeling surpsiringly soft and wet around her finger. Almost spread-eagle on the bed now, Lily was licking, being licked, and fingering all at once. The cacophany of breaths and pants began to build in a crescendo, and at the apex, Lily guided it all, much like a conductor...

"HAAAAAHH!" Twilight, whicever one it was, cried out first. Lily came shortly after, and it all became a blur. She was fairly certain one of the Twilight clones fell off the bed, but to be honest, she could care less... Lost to the pleasure, Lily flopped down into the bed, muscles gone slack with lack of coordination. Her stomach spasmed slightly as all six women present began to slowly come down off the intense experience.

"Hey..." One of them whimpered. "I didn't cum yet..."

"C'mere." Whichever one was inbetween Lily's legs pulled away, dripping cool liquid onto her hips as she passed over the prone changeling. Even more fleshy, wet noises filled the air, along with breathless moans and soft pants. Lily rolled her head to the side to see the erotic sight. The wet, pink folds of one Twilight clone was exposed shamelessly, glistening with arousal as a hungry tongue flicked at an exposed clitoris. Fingers peeled the lips apart, giving Lily a nice look inside of Twilight, to the core of her pulsing womanhood... The walls contracted with powerful muscle flexes, which seemed to be almost directly linked to the ministrations of the clone's expert tongue... Lily couldn't help but feel her fatigue all but evaporate. Fingers regaining dexterity, she sought the two neglected holes she had previously been inside...

"Haah!"

"Aahn!" Almost simultaneously, Lily found them, and began working two fingers in and out of each pulsing, dripping hole. What's more, there were a pair of fingers slowly rotating her own clitoris. Spreading her legs wider, Lily felt two pairs of hands fall to her breasts, each pair paying no small amount of attention to her rock-hard nipples, her soft, pliable flesh... It was so good, watching one being licked, feeling two more around her fingers, feeling two hands on each one of her breasts, slowly going lower... Lower...

"HNN!" Lily flexed abdominal muscles as, in addition to the clitoris flicking, a total of three fingers made their way inside of her. Spread apart, Lily felt the pleasure rip thorugh her senses. She had to pause her fingers to fight the urge to cum right then and there. She resumed shortly after, however... Which didn't really help... Twilight, and all of her clones, were REALLY good at moaning in the most provocative ways imaginable. The sound of a wet, spattering orgasm sounded from just to her left, and Lily turned her head in time to see the same exposed Twilight gush a thin stream of feminine ejaculate out onto the sheets and the face of a clone. Helped by the single finger in her asshole, the orgasming clone shivered and quivered, falling still once the finger was removed. That didn't stop the licking Twilight, though, whom Lily finally noticed was one of the ones her fingers were buried inside.

"This is increcible..." Lily groaned, feeling the three fingers slowly stir her towards something great. "Aah! I'm gonna cum soon!" She whimpered, flexing around the three digits. Whoever the clones were, they were relentless. Lily attacked the pussy still hovering above her, tongue heedlessly licking from clit to pucker, and everywhere inbetween... Twilight loved it, of course, if the increase in panting was any indication.

"Cumming!" Lily managed to gasp. Bucking her hips upwards, the changeling loosed her orgasm, feeling the liquid burst forth in an erotic display of sensuous hip movements and wet, naughty noises. Just the sound would have been enough to arouse Lily into her next... It wasn't the only thing, though... A tongue had taken place of the finger on her clitoris, and unless she was mistaken, someone had found her personal dildo... The wet sounds of platic slapping against a wet cunt were punctuated only by the rythmic moans and soft pants of the controller. She spotted the two clones who were going at it with her toy, the purple shaft gliding inbetween one clone's tender lips with remarkable ease. Lily was so aroused, tender from previous orgasms and the alluring sight, she lost all control.

"Again!" She panted. This time, she kept her eyes open as she came, watching the quivering Twilight orgasm in time with her own pulsing center. The dildo was removed, only to find a new victim. This clone readily fell onto her face, letting the controller plunge the fake purple cock deep into her pulsing walls. It didn't take long until the dildo found it's way to the back door, pushing apart soft pink walls and gliding in with only the natural lubrication that seemed so incredibly abundant... Unless Lily knew better, she'd say the sheets were ruined. But it didn't matter. A full week of bedrest and no sex had left her starved. Depraved, even.

"Give it to me." She whimpered, hands roving to find a clitoris, a hole, anything to touch, to feel. She was not disappointed. She was, however, rolled over. "Ooh." She groaned, feeling hands roll her about, lift her hips. She obliged willingly, shaking her ass a little to entice the clones. More than one soft whimper of desire was heard. Lily surrendered herself to the gentle, pleasurable ministrations of the five cloned magi.

"Here goes..."

"Where'd you find that one?"

"In the drawer... She's got like, two more in there."

"Get them." That one sounded desparate.

"You get them, I'm about to fuck her with this one." She felt the wide head press against her labia, spreading even more moisture onto the mysteriously slick shaft. Wiggling a little bit more, she invited it readily.

"Anal beads!"

"Do it. Do we have any lube."

"Gimme that." Lily watched as said anal beads were pushed inbetween the legs of one clone, emerging with a shining layer of juice. "That'll do." The pressure came onto her rear first, filling her senses with a whole new layer of pleasure.

"Hnn!" Lily whimpered.

"She wants it. Look at that."

"Do it. Put 'em in."

"How many, Lily?" A voice near her ear whispered softly, sending an enticing shiver down her spine.

"F-five..." She managed, thinking of a random number.

"She's got two sets..."

"So put one whole set in. Keep that string out, though... If you tug on it, it sets her off..."

"Will it make a mess?"

"Naah. Lily's good at keeping herself clean."

"Right then. Let's get to it." The first and second beads slipped in almost blissfuly easy... Lily whimpered softly as she felt them fill her rear. The third, though... Took a little bit of pressure. It went it soon enough, but Lily thought she'd never loosen up... It just felt so GOOD to flex around them... Especially when the dildo was sliding in and out of her. Honestly, any second and she'd blow...

"HAAH!"

"Kooh! Fuck!" A finger plastered against her ass, keeping the twitching walls from frocefully ejecting the beads. Same couldn't be said for the dildo, however... It was forced out with a wet splash and more than a fair amount of liquid. Lily could hardly think, let alone rationalize how bad a mess she was making.

"So HOT!"

"Fuckin' A, let's get her to do it again!"

"Damn straight!"

"Come on, someone finger me, I need to cum after seeing that..."

"HNN!"

"Aah..."

"Ooh!"

"F-fuck me..."

"Someone get a strapon..."

Lily couldn't keep track after that. Though she was vaguely aware at some point of being spit-roasted by two strapons. Finally, the clones faded away, and on the sticky, damp, spit-stained, cum-soaked bed, Lily lazily draped an arm over Twilight's middle. They could both care less where they slept in that moment... Be it on the floor or the finest of dry beds... They could really give a shit. Twilight, chest heaving, absently stroked Lily's arm as the changeling recovered.

"Th-that..."

"Shh." Twilight said softly. Her long, slender finger drunkenly made it's way to Lily's lips. "Just... Consider it payback..."

One Dark Night

------------- Request Chapter: Dark Conquest (OC) -------------

The following takes place approximately two years after Chapter 7 of A Different Kind of Love

This chapter will contain heavy BDSM

"Lily, glad you could make it." Luna ushered her in off of the balcony that she had just landed on.

"I have to admit," Lily said, shifting to her normal form, her wings gone now. "I was rather concerned at the lengths you went to. Apparently not even your most trusted guards knew the reason behind my summons. I am highly curious what you could have called me out here for." At the younger princess' urging, they slipped inside. Lily stood on the threshold of the same bedroom she and Luna had made love in a few short years ago, sealing the deal on Maggie's, and forever making Lily a friend to the two princesses.

"Come in, Lily." The voice of Celestia rang clear as day, but soft as a whisper. This late at night, Celestia most certainly should have been asleep. She stepped hesitantly into the other room, following Luna's soundless footfalls. Standing at the hearth, staring intently into the flames, was Celestia. She had seen better days. Her beauty had taken on a sort of sad grace, the type Lily would expect a melancholy ruler of many to acquire over long years of strife. She was still radiant, there was just something... Off about her. Lily pinpointed the bags underneath her eyes as she turned a sad gaze towards Lily.

"Lily. It's been far too long." The princess advanced for a gentle hug, the kind shared between friends. Lily was legitimately scared.

"What, exactly, is going on?" She asked, looking between the two. Luna, frowning softly, looked towards to couches facing one another.

"Perhaps we should sit... We have matters to discuss, and to be truthful... A request." Okay, now Lily was REALLY worried. She took her seat opposite the two, looking between them expectantly. She wondered if they were having some sort of telekinetic conversation, the way they both looked her up and down intently, slight frowns marring their otherwise flawless faces. Finally, Lily had to raise her hands.

"What?" As if coming out of a dream, Celestia shook her head. She pinched the bridge of her nose inbetween thumb and forefinger, her eyes clenching shut.

"I suppose we could start from the beginning..." Lily settled in for what was sure to be a long story. "Don't be shocked when you hear this, but the royal family is surprisingly larger than many give it credit for. All in all, there are twenty-three of us." Lily was indeed shocked to hear that... Stunned, even. "Though, to be honest, many of them exist in a form beyond comprehension. My Brother, Solaris, is technically the sun... Luna's other Sister, Luminescence, is technically the moon. Thanks to the bond we share, we watch over one another... Princes and Princesses exist in quite a few forms, though to be accurate, we only know of ten in all... Solaris, Luminescence, Luna, Myself, Princess Cadence, and... Well, I'm getting side tracked. We don't know where all of them are. But we do know where one is. Have known for a long time. Luna, the spell..."

Luna's hands glowed as she cast out a bubble, all the sounds around them growing slightly muffled as it expanded outwards. Soon enough, the three of them were sitting in a soundless sphere, the etheral blue glow shifting and wafting around them. Lily adjusted uncomfortably.

"My elder brother, Dark Conquest, held within him a power that could destroy all of Equestria. Long before Luna and I had the power to stop or even delay him, Dark Conquest held all of Equestria in his hands. Why he didn't dash it upon the stars, we will probably never know... I have my suspicions, but Luna and I agree that he's simply too interested in the world around him to destroy it... Yet." That last word sent a shiver up Lily's spine. "He is older even than Luna and I combined, though not the eldest amongst us... That would be Luminescence..." She waved a hand dismissively.

"The point here is this, Lily... Dark Conquest has almost resigned himself to being restrained by Luna and I. We both know if he really wanted, he could slip our bonds and wreak havoc on life as we know it. But he hasn't. In return, every now and then, he makes... Requests." Luna flinched slightly, her composure waning momentarily. Lily adjusted her legs for what felt like the hundredth time.

"I fail to see my part in this, Princess..." Lily said softly. Celestia wilted, looking older now than Lily thought she ever should have.

"Our power is weakening. This only happens whenever he wants something from us." With a shaking hand, Celestia pulled a folded paper from the pocket of her blouse. Tentatively, Lily reached out and took it from her.

Dear Sisters-

It's been four hundred years since my last contact with the outside world. While the scrying orb you've given me has certainly broadened my view of Equestria, I hunger to know more about those that inhabit the world. I would humbly request a single night with a woman of marked intelligence, simple beauty, and perhaps loose morals. Thank you,

-Dark Conquest

Lily read through the note several times, noting how the font semed to shift between an angry scrawl and calm, collected, neat penmanship sporadically. It was after the fifth time she had read it that Celestia cleared her throat. Lily swallowed hard and looked up at both of them.

"You want me to to spend a night with this... This... Your brother."

"That would be correct." Luna said as she dropped the soundproof barrier, and Lily had never thought that logs popping in a fire could sound so loud... Aside from that and the hum of crickets outside the balcony windows nearby, all was silent for a few long minutes. Lily finally opened her mouth to speak.

"I accept, but with conditions."

"Of course." Celestia nodded right away.

"Dark Conquest sounds dangerous. Should I not... Eer, survive... I don't... I don't want Maggie to know how it went. Just... Tell her it was an accident or something." Lily muttered gently. She was surprised to have felt so strongly for the older woman, thinking of her along the same lines of an elder sister, or even a mother. Many of the girls did. "I'll treat him as I would any other customer. Whatever he desires, he will have it. For a price. Given the relationship we all share, I feel bad for asking such a thing, but... I'm afraid I'm going to need a rather large sum of money."

"Name your price, Lily. We'll pay it gladly." Celestia conceeded, nodding her head. "I'd almost hate to share this, but money is the least of our concerns... Last time, the price Conquest asked was a very difficult one to pay. That was probably the worst day of my entire life... Though, the thought of losing you may very well replace it. Lily, please..." Celestia looked up at her, eyes brimming with tears. "Be careful..."

"Ready?" Luna asked softly. She held the torch aloft, casting a flickering light amongst the dark stone hallway. It had taken them close to an hour to descend this far beneath Canterlot, below even the famed gem caverns that Chrysalis had used to imprison Cadence during the attack on Canterlot three years ago. Lily pulled her lip inbetween her teeth, giving a soft nod. She would loved to have had a better farewell from Celestia, but the exhausted princess had to sleep if she was going to raise the sun at all. Lily looked to Luna with a small nod.

"Ready." The door glistened with a powerful magic, flashed briefly, and then slowly swung inwards. Much to Lily's surprise, the interior was a stark contrast to the dark, dank hallway outside. With a sad look, Luna shut the door, sealing Lily inside the mysterious prison.

At first look, one would assume she had just stepped outside into a bright, clearly-lit spring afternoon. Birds chirped and a soft breeze blew through the grass, ruffling her curls around her shoulders. Nearby, a creek bubbled happily, and off in the distance a grove of trees swayed happily in the wind. It seemed like a perfectly normal scene from everyday life...

But it was almost -too- perfect. She took a few hesitant step forward, looking around at the panorama surrounding her. She could see miles. Directly behind her, though, was a stone doorway. Just standing there, alone, in the middle of the field she stood in. This place was massive... She turned around several times, feeling an odd sense of vertigo after being led through the dark tunnels of Canterlot's underground. It was when she turned around once again she nearly bumped into someone.

"Hello." The voice was low, a soft baritone that whispered through her senses. She stifled a soft cry and laid a hand on her beating heart, looking up at the man before her. His hair was extremely long and a rich shade of brown, hanging past his waist. Strands floated across his face as he stood there, scrutinizing her. He wore a simple brown robe that fell to the ground, covering his slight frame. His eyes, though, were the most striking feature. She glanced at them once and couldn't tear her gaze away again. They smoldered with a seething, roiling redness that to her seemed like molten lava or dragon's breath. When she looked into them, they flashed and glowed visibly, the light piercing through her very soul. She felt her knees begin to give way, but the effect passed when he blinked. Gone was the seething rage, replaced instead by a muted red tone of his iris.

"S-sorry." She stuttered, her heartbeat returning to normal. "You startled me."

"A not uncommon occurance, all things considering." He said, turning his back to her and padding away gently. "Come along. I've only one night ahead of me, and I have much to cover." She walked after him, quiet for now, her heart hammering away, both out of fear and apprehension. He led her out of the field she stood in and onto a dirt path that wound it's way through the gently rising hills. Birds flew overhead and the sun beat down on her shoulders, warming her skin. That was another odd thing... It was supposed to be some time around midnight. Instead, if looked to be mid-afternoon... This entire place made her skin crawl, her head spin. They crested another gentle rise and Lily saw laid out beneath them a simple homestead. The windows were bright with light, the front yard cluttered with many different projects, she supposed... From woodwork and art to simple chores. A wood axe stuck into a stump directly next to an intricately-carved wooden owl made from the entire truck of a tree. Laundry hung on a line next to what looked like a typewriter. He led her into the front door, and as soon as she crossed the threshold, yet another mind-blowing scene took her breath away. The inside of the house, from stepping outside into what appeared to be a small cottage, was actually the antechamber for what she had to guess was a massive castle of sorts!

"Jeez..." She breathed softly, looking up at the massive, vaulted cieling. "How in the world..."

"Magic far too complex for a changeling to grasp. Now come on, we haven't all day." He gestured her onward, and she had to jog to catch up. How he had ever guessed she was a changeling, she'd never know. Not that she wanted to... She fought to remain silent as he led her through many different hallways, all of them slowly diminishing in size. Eventually, they slipped through a door and down a dark stairwell, into a short hall with six doors total, not counting the one at the head of the stairs they had just descended. Without missing a beat, Conquest swept into the second door on the left, and Lily followed after. When she stepped inside, the room took her breath away.

"Oh..." She breathed softly, looking around. What to him was probably a room of sexual desire and exploration was to Lily probably the heaviest, most frightening display of sexual domination one could imagine. She looked over at a rack on the wall designed to tie a person up, a sturdy bed, a harness hanging from the cieling designed for suspension, and a line of four chests on the wall almost undoubtedly jam-packed with other devices of bondage... She turned a fearful expression to him, realizing then the long, simple brown robe was gone. He was now completely bare before her eyes, a long, slender body highlighted by his dark brown hair. He was slowly pulling that back into a ponytail, his muscled arms rippling. When he turned around, Lily was able to see his full arousal, a rather formiddable man. She swallowed hard and straightened her back. This was what she was here for.

"Younger." He said, looking at her intenesly. His eyes glowed faintly... Not the smoldering, burning fury from before, but certainly a menancing look. Like embers in a fire, ready to burst into flame at the slightest puff of air. She shifted immediately, rounding her face out just a little more. "Another five years." He commanded, walking around her in a slow circle. "Good. Now, blonde hair. Lighter. No, just a touch darker. Straight. Hmm... Put a little wave down your back. There, that's perfect." Quick as can be, his hand grasped the hem of her shirt, and with a firm, violent yank, ripped the fabric off of her completely. She yelped helplessly, her hands raising to cover her chest.

"Put them down." The low tone of his voice was both menacing and compelling at the same time. She hesitated momentarily, but that only elicited a firm smack across her cheek. She stumbled, raising her hand to the stinging flesh, looking back up at him. Slowly, her hands lowered, exposing her bare chest to his greedy eyes. However many years it had been since he had last been with a woman, it showed now. The way his member twitched and oozed, she wondered if he had already reached orgasm.

"Bigger. More round." She shifted obligingly, blushing only slighlty. "Reduce the areola... There, that's perfect. Now, let's see the rest." Her hands fumbled against the hem of her pants, shaking too much to do much of anything effectively. She yelped as twin cords of power lanced from the hem of the pants up to the waist, shearing the fabric completely. It fell to the ground, her panties along with it. Shivering slightly, unsure where to put her hands, Lily stood completely bared before the intimidating man.

"No hair. Front or back." He said, gesturing to her crotch. She shifted it away, her pubis smooth and bare now. "On your knees." She fell to her knees, ignoring the pain of the rough stone floor. He advanced slowly, one hand falling to his twitching manhood. He stroked the shaft right in front of her eyes, the flesh bobbing back and forth entrancingly. She swallowed hard, remaining quiet. She was an escort. A slave. He was a Prince. A god. More importantly, a client.

"Now, Liliana." He said in a low, dangerous voice. "Let us begin..." He walked forwards, brushing the glistening head of his manhood against her lips. "Open nice and wide now. No teeth. As a matter of fact, let's do this..." A wicked device appeared in his hands, metal prongs and leather straps. She swallowed hard, looking at it. "Do you know what this is?" He asked. She fought to work up the moisture in her mouth to speak effectively.

"A Spider Gag." She whispered.

"Very good. You know what this does, right?" He waited a few moments, brushing her cheek with the strap.

"I-it... Keeps my mouth open... I won't be able to close it..." She whimpered, the fear apparent in her eyes. With a smile, he nodded down at her.

"Open up." She stretched her jaw open, feeling the metal prongs clink against her teeth, dig into the flesh of her gums, of her mouth. He started turning screws slowly, putting more and more pressure on the clamps until they fastened securely. She tried to bite down, feeling the pressure in her mouth. There was no possible way she could have closed her mouth. She looked up at him, the first string of drool dripping down her lips. He pushed the head of his massive length into the opening, sliding deep into her mouth with no resistance. Breathing cut off, she gagged and coughed, mouth flexing around his shaft. All he did was smile down at her and start thrusting.

"Hey now, none of that." He grapsed the back of her head as she went to pull away, pulling her tighter against him. His cock invaded her mouth, filling her senses with the taste, the smell. More saliva slipped out of her mouth and down her front. She felt the cool liquid drip onto her breasts, followed by more as he started thrusting smoothly. She looked down, watching his shaft slide in and out of her open mouth smoothly, the flesh gleaming with wet saliva. He was getting her to make some of the most erotic, wet sounds from her mouth.

Completely unannounced, he pushed his head deep into her, rubbing her throat as the first gush of cum jetted directly down her throat. Trying hard not to retch, she swallowed and licked, feeling him pump even more sperm into her mouth. When she couldn't swallow anymore, it dripped out of her mouth, falling to her breasts and onto the floor. When he pulled out, a thick stream of it plopped onto the rough stone audibly, the sound both arousing and sickening at the same time. He released the clamps and pulled the dripping spider gag out, dropping it on the floor.

"That's enough of your mouth. Let's shut it up so you can't scream when I put it in." She watched the lid of one of the four chests behind him open up, a sleeve of fabric hovering in the air as floated towards them. It was a face mask, designed to cover her from the mouth down. As he started fastening it around her neck, she felt excitement well up within her. Everything from the lecherous gazes to the forced cumshot had been perfectly acceptable. Lily was loathe to admit she was dripping wet... The mask wrapped tight around her jaw and face, cutting off breathing from that angle. She inhaled deep and fast through her nose, feeling apprehension slowly grow within her. Her hands, resting at her sides this whole time, were now pulled behind her. She felt a silken length of rope wrap around her wrists, binding them firmly. The rope began to snake around her body, glowing deep red with Dark Conquest's magic.

It cinched into knots and pulled tight around her breasts, squeezing the tender flesh roughly. She whimpered against the mask, but could hardly make a sound. Shivering, afraid, and strangely aroused, Lily could do little to stop him as the rope encased her upper half. She couldn't move her arms, couldn't breathe in deeply without pinching her breasts, couldn't do much of anything. Quivering on her feet, she watched him pace around her slowly.

"I'm going to have to thank Luna and Celestia for sheer innovation. Sending a changeling was genius. You could be whatever I want you to be." He grasped her chin, pulling her face close to his. "You're mine for the night, slut. I suggest you don't let me down." He forced her to her backwards roughly, pushing her onto her face on the bed. She bounced about for a little before settling, her face buried in the silken sheets. She felt her legs spread apart, exposing her wet center.

"Well look at that!" He chuckled, running two fingers up and down her dripping gash. "You're already wet... What, was that blowjob not enough? You want some more? Since I'm feeling so generous tonight, I'll give you a little pleasure." He shoved two fingers roughly into her, grunting as he drove them in as deep as he could get them. She inhaled deeply through her nose, letting it out shakily as he started ramming them into her deep and fast. It was rough, it was hard, and it was incredible. She couldn't reisist, she just had to let it go... Her scream was muffled as her labia contracted in a squirting, gushing orgasm. Conquest just chuckled above her, wiping his hand on her rear, lubricating her rosebud. Smoothly, he slid a single finger in to the back, grinning at her pained expression.

"And wouldn't you know it, they sent me a woman with a trained ass. Hmm, yes... I'm going to enjoy this very much. Now then, which hole should we start with? Fuck it. Let's go with this one." His finger slid out, quickly replaced by a throbbing shaft. How could he have been hard again already? It had to have been magic, or something... But whatever it was, it was ripping her apart in the most pleasurable way. She drooled into the mask, her eyes rolling back in her head as he thrust away, gliding in and out of her ass with ease. The way he hit her so deep, he was driving her wild. She flexed and tensed, relaxed and moaned, getting dizzy with the whole experience. At some point, he pulled out and flipped her over, draping her legs over his shoulders as he paid more attention to her other hole.

"Inside or out?" He panted, the one bit of humility he had shown all night. She shot him a look of indifference, at least as best she could between the tears. He drove deep into her, pumping another massive orgasm. She arched her back, peaking at the same time he did. When they both came down from it, she was getting dizzy from lack of oxygen. Much to her surprise, a thin cord of magic pulled the knots free on the rope around her body, freeing her up and removing the mask as well. She rubbed sore flesh, looking up at him questioningly.

"That is all for now. You may leave." He turned his back on her, walking towards the door. "Although," He paused, looking back at a thoroughly puzzled Lily. "If my sisters agree, I would appreciate seeing you again sometime. Perhaps in another... Ten years or so. Farewell, Liliana. And give my regards to the rest of Equestria." With a sly grin, Conquest slipped away, leaving Lily alone in the dank stone room. She shivered in his absence, her eyes wide with both fear and disbelief.

That had been... Not entirely unpleasant. She went to gather her clothes, but frowned when she saw them shredded. Instead, she slipped out of the room, and into a wide, grassy field. The cool wind brushed over her skin like the gentle caress of a lover, and she shifted back to Lily. This whole night had been nothing but one strange occurance after another... She wasn't even surprised when she slipped back through the same stone archway she had entered from, noting Luna sitting on the steps leading down to the door. She held a fresh, burning torch, though her clothes were different.

"Lily! Goodness, are you okay?" The Princess stood, looking her body up and down. Lily realized she must have looked a terrible mess. Cum-covered, slick with saliva and feminine ejaculate, marked from ropes and a few hearty slaps... She offered Luna a brave smile, though.

"I'm fine, Luna. Thank you for your concern. Truth be told, Conquest was... A lot more gentle than I would have expected." She shivered in rememberance of his rough fingers.

"Was it... Good?" Luna asked, biting her lip slightly. Lily could do little else than nod weakly, suddenly feeling very cold.

"Can... Can I get some clothes?" She asked, chuckling along with Luna as the spell was placed on the door once more, the two of them padding back up through the castle. Lily felt Luna embrace her with magic, helping her along when she started lagging behind. It took them longer than an hour to ascend the spiraling, rough-cut staircases, and when they arrived in the castle proper, no one roamed the halls. A nearby window confirmed it was night time outside.

"This way. The bathouse is nearby. Come, let's get you washed up..." Luna guided her down a side hall and through a wooden door into what she guessed was a locker room. Luna had left the torch behind long ago, and now she took a moment to strip her clothes off. Lily was about to ask what she was doing when Luna, bare naked, pulled Lily into the next room. A wide tub was sank into the floor, filled to the brim with steaming, sudsy water. The two women sank into it together, and Luna set about to scrubbing Lily clean.

"How was it, really?" Luna asked after a few long minutes. Lily raised a shaky hand, realizing she had to have been fatigued, dehydrated, on the verge of collapse.

"It was... Intense..." Lily admitted, shivering once again as the rag brushed over her sore rear. Luna apologized and avoided that area. "He was rough, but only just so. Never enough to make me worried or scared, just enough to make me... Well, want it more." She moaned as the tension slowly released from her muscles, leaving nothing but fatigue. "I-i'm sorry..." She muttered tiredly. "I... I can't stay awake any longer."

"Not good. Come on, just stay awake long enough for me to dry you off. Come on," Luna pulled her out of the tub and using a big, fluffy towel and some magic, dried Lily off. "Hold tight now," Luna said, wrapping her arms around Lily. "And don't let go."

"What are you-" The two of them tipped over, and just as Lily was about to cry out, the floor rushing towards them impossibly fast, a bright flash of light filled her eyes and they tumbled, not onto hard tile, but into a soft, fluffy bed. Luna gave a soft 'oof' and smiled at Lily as they settled.

"Sleep, Lily. I will be here with you when you wake." Looking around, Lily saw they were in the same bed she and Luna had made love in two years ago, the soft, fluffy heaven all she could have asked for. With a soft smile, she buried her face into Luna's neck and nodded, her eyes closing as she drifted off.

She awoke some time the next day, the sun shining bright outside the balcony window. Moaning softly, she stretched sore muscles as best she could, noting a depressing lack of princess in the bed next to her. That was quickly remedied, however, as Luna returned. She had put on a skimpy night gown and underwear, both of which were very easily shown off to Lily as Luna joined her on the bed.

"Sleep okay?" Luna asked softly, hovering over her. Lily managed a slight nod and a brave smile, despite the weak feeling in her veins. "The doctor is on his way in. He'll take a look at you, make sure everything is okay." It was the same doctor the girls used at Maggie's, one she both trusted and knew well. When he entered and began checking over with glowing hands, Luna had changed into a more respectable purple dress that floated around her knees freely. She paced behind him, looking down at her worriedly.

"She's going to be fine." The doctor said at last. "Just dehydrated and exhausted. She needs water, bed rest, and to stretch her legs for fifteen minutes every five hours or so. You're fit to be transported, so I see no reason you shouldn't return home whenever you want." He straightened his back, looking up as Celestia walked through the door. Lily felt her breath catch momentarily.

"Thank you, doctor. Please, a moment?"

"That's fine. I'm done here anyways. Princess Luna. Princess Celestia." He bowed to them both, leaving when they gave him a curt nod of their heads. Slowly, Celestia sat on the ground next to the bed, offering a warm smile down to Lily's prone form.

"Thanks to you, Lily, I feel our power is strong once again. Soon enough, Luna will command the night, and I will return for probably the first good night's sleep I've had in weeks. There is no amount of money I could pay that would express my gratitude to you. Please, name something, anything, and you shall have it." Lily smiled and raised her arm weakly, feeling warm inside as Celestia took it in both of her own.

"Just a smile and a thanks is all I need, princess... It really wasn't all that bad." She explained, shameless that she was still uncovered. "I suspect you'll be hearing back from Dark Conquest soon enough, though... He said he'd want to see me again... In another twenty years or so." Celestia blinked and sighed, gently stroking Lily's hand.

"We'll cross that bridge when we come to it, I suppose. Though if you're in shape at that time, might I be able to ask you to do me, no... Equestria... That service once more?" Lily grinned and closed her fingers around Celestia's hand.

"Most definitely."

---------------- Notes from the Author ----------------

This chapter was written as a request to FlimFlamBro's, and included his OC "Dark Conquest." Normally, the only Princes/Princesses I would ever ship would be Luna, Celestia, or Cadence, but about a fifth of the way into this story, I was struck by a unique idea. I very well may publish my opinion on the Equestria Royal Family Tree soon enough. Thanks to FlimFlamBro's for the inspiration, and the ranchy request!

Blue Skies

----------------------- Request Chapter: Soarin -----------------------

The Following takes place a few years after Maggie's has opened

Contained in this chapter will be M/M Shipping. If you have an issue with gay sex, please don't read this chapter.

The wind whipped through Lily's hair as she turned into yet another graceful corkscrew. It had been a long while since she had flown, and picking the habit back up was turning into quite the chore. Still, she couldn't help but enjoy the feeling of weightlessness when she arced into another graceful dive, the feeling in her belly unparalleled. She made a note to fly more often, if Dash was willing to give her more lessons. Her partner swept in beside her, the slender frame matching Lily's well. She had tranformed into Dancer, her slender, muscular Avian counterpart, and was visiting Cloudsdale for a few days. Partially as a request from Dash, partially because she needed a break. Managing the business was an ordeal. Pleasant at times, but mostly monotonous and dreary.

"Race ya?" Dash called out over the rushing wind. Lily grinned and shook her head. She knew better than to challenge the headstrong woman to a race. Dash just laughed and barrel-rolled off, going to find another challenger. That left her to fly about peacefully, enjoying the feel of of the sun beating down on her wings. Avians sure had a sweet life, the ability to fly, to see the world from a whole new perspective... Lily stretched out with her back on a passing cloud, letting the sun warm her from the windchill. A streak passed overhead, probably Dash. Looking closer, though, it was technically two streaks... They were remarkably close... One of them was the light cyan of Rainbow Dash, the other a slightly darker blue punctuated by a light yellow... Who was that? Lily sat up and watched the race intently, smiling as Dash won by just a smidge, her cry of triumph ringing out through the sky. Lily watched both of them arc down and hover in front of her, panting and covered in sweat.

"Lily, this is Soarin. He's with the Wonderbolts." The tight-fitting outfit was almost a dead giveaway. Seriously, the way it hugged his slender, muscular form... The emblazoned symbol on his chest... Lily couldn't help but feel herself heat at the sight...

"Pleased to meetchya." Lily said, offering a hand. The man looked into her eyes, smiling as he shook it. He had a striking pair of sky-blue eyes that glinted in the sunlight. His face had sharp, angular features, and his hair was stylized, swept back off his forehead. It ruffled slightly in the breeze, the light brown locks highlighted. He certainly was a sight to behold.

"Dash, how come you haven't introduced me to your friend sooner?" Lily asked with a grin, looking him up and down pointedly. Dash groaned audibly and ruffled Lily's hair playfully.

"Probably because he's gay." She teased, nudging her. Lily's eyes opened as Soarin have a slight blush and a nod, running a hand through his hair.

"Really? Because that isn't much of an issue, you know..." She shifted into Liam, a smile on her face. That smile faded quickly, however... As Soarin and Dash quickly disappeared from sight. The sensation of falling choked off her throat, made her scream come out as little more of a squeak. She broke through the bottom layer of the cloud, flailing wildly. Liam wasn't an avian! Once she shifted from avian to human, she could no longer support herself on the cloud! Falling faster and faster now, she turned a gaze to the ground, which was thankfully still a ways away. She focused her power, sprouting wings from her back. They grew slowly, thanks to her panicked state. Still, she had time... She could make this work. When her wings felt right, she spread them wide, slowly pulling out of the plummeting dive...

That is, until she heard the snap. Gasping at the sudden flash of searing, white-hot pain, Lily felt her wing flap about at an odd angle. Her weight had been too much to handle it! She grunted as a passing cloud snagged the already-broken wing, twisting it about at an odd angle. Feeling the sickening grinding of the ligaments and bone shards, Lily felt her vision dim, a long tunnel stretching before her eyes as she slowly but surely lost consciousness...

"She gonna be okay?"

"I dealt with her last injury... I have a theory in mind, and I have to ask her permission, but I think it'd work..." The two familiar voices echoed in her mind as Lily felt her eyes flutter open. Not that it helped much, she was greeted with the sight of the floor. Laid out on her stomach, Lily was aware of a rippling pain through her back area. Groaning, she went to stir, but a hand stopped her.

"Woah, woah... Doctor, he's awake."

"She."

"You know what I mean..."

"Alright, then. Lily, this is Doctor Hoover. I handled your broken arm a few years back... I need to ask you a few questions, as I think there's an easy solution to all this. It may be painful, but it will speed recovery and put me in a better position to help you." The voice was kind and firm, coming from just over her left ear. She turned her head to get a look, inhaling as it inadverdently turned her shattered wing. Fighting through it, she got a look at the doctor.

"Alright, doc... Let's hear it." She muttered. She was still confused about the whole thing, how long she had been out, how bad her injury was, if she'd ever be able to fly again... Still, she wanted to do whatever she could to help the doctor help her.

"Well... You can shift. Normally, this would be a career-ending injury for any other Avian. In fact, I would have recommended amputation, seeing how severe this is. But, since you are a changeling, I have a theory. Witnesses during the attack on Canterlot long ago reported that injuries the changelings had recieved that caused them to shift form their doppleganger forms into original forms said the injuries seemed to have transferred... I may very well be wrong here, but if you shift from an avian to a human, the injury may just transfer into your collarbone, ribs, shoulder socket, or elsewhere, making it much easier for me to align those more dense bones and heal them myself. What do you think?" He asked. He pulled up a chair so Lily could see his face. It was drawn down with concern. She mulled the thought around her head.

"So... Go from broken wing to broken shoulder or otherwise?" She grunted, fearing to inhale too deep.

"That's what I'm thinking, yes..."

"And if it doesn't work?" Lily asked.

"You may never be able to change back to an Avian again... Or any winged creature... Ever." The thought of never flying again almost made Lily tear up. She wanted to avoid that... Finally, fighting tears, she managed a slight nod, wincing as more pain shot through her back. If this worked, she was going to have some different broken bones... When the thought of shifting into a form that would break her own bones washed over her, she shivered... Rather than shifting from, say Liam to Lily, she focused on just removing her wings, changing from avian to human. The first tingle of pain told her it was going to work...

"Okay..." She grunted, clenching her eyes shut. "Here goes..." The doctor stood by, along with who she was sure was Rainbow Dash, a nurse, and at least two other people, maybe more... Inhaling as deep as she could manage, Lily started the change. Her wings began to shrink, disappearing marginally. The first audible crack was punctuated by an odd shift in her shoulder. That had been her collarbone... The next was a rib, then a second rib... She felt a twinge in her neck as one of her vertabrea snapped. Exhaling with a loud scream of pain and agony, Lily finished the transformation and injury... She had at least seven broken bones, and she couldn't stop screaming... She couldn't feel her legs...

"Put her out! Nurse, prep for surgery! I want twen-" She lost consciousness as the drugs and the shock pulsed through her system...

Lost in a floating haze of fuzzy-feeling pain, Lily didn't dream, didn't sleep, and for the life of her, couldn't bring herself out of it... She was aware of the agony tearing her apart, it became her world. Wite-hot, lancing pain, dulled only by what had to have been an unhealthy dose of painkillers, permeated every fiber of her being. It felt like eternity, and only the muffled voices roused her from her reverie... Her eyes would open now and then, giving her a blurred view of what was around her. Once, it was a nurse with a clipboard, or maybe a teddy bear... The second, she was sure Celestia herself was hovering over her. The third... Was that a meadow? When the next time came around, Lily could see a little more clearly. She was on her back now, sitting up in a reclined position. The pain had dulled to a low throb that seemed to pulse in time with her heartbeat.

"Oh? Awake and lucid, are we? Can you tell me your name?"

"L-... Am I Liam or Lily?" She groaned, rolling her head to the side.

"I have Lily on the sheet, but you're definitely male..." The nurse said, flipping a page on her clipboard.

"Liam... Technically... Or, Lily, I guess..." She groaned, raising her uninjured left hand to her sweaty forehead.

"You've been suffering from delirium, the symptom when patients are exposed to too much pain. You remember your name, and you appear to have proper speech skills. I doubt there's any nerve damage to your brain from shock, but I'll leave that up to the doctor. I'll go get him now." Lily heard soft clicking as the nurse left the room, leaving her alone with soft sunlight washing in through the windows. She was sticky, musty, and tired... But she was alive. A tingle from her right arm told her she had feeling, and she could wiggle her toes.

"Thank Celestia..." She muttered.

"No need to thank me... You should be thanking your doctor." Lily's eyes snapped open to behold the magnificent form of her long-time friend and ruler, Princess Celestia.

"Oh..." She groaned, feeling an only marginally softer jolt of pain through her shoulder.

"Relax, Lily... Or should I say Liam." Celestia laid a hand on her uninjured shoulder with a smile. "You've had us all quite worried the past few weeks. I should be lecturing you for flirting in the sky, but I suppose the point is moot by now. The doctor said pending nerve damage, you should make a full recovery. Do me a favor and take it easy, okay?" She said softly, leaning in to kiss Lily's cheek. "It'd be a shame if I can't have any more fun with you..." Lily chuckled as best she could, smiling at Celestia as she faded away. "Get well soon." Whispered through her ear as the doctor and the nurse returned.

"Well, it's good to see you awake, Lily." The doctor said with a smile. "How do you feel?"

"Horrible..." She muttered.

"I'm sure... Delirium is a nasty thing to suffer from. It looks as if you should be fine, I just want to take a look at the set of the bones... Nurse?" Together, the two of them leaned Lily forward gingerly, and she felt the soft feeling of the doctor's magic cover her back. "Good, good... Mmhmm... Okay... Aah, no, no, that's fine... Okay... Good!" They set her back down, the doctor smiling.

"Perfect. Your bones are set properly, and now I can accelerate your healing. Close your eyes and relax, Lily. I'm going to fix you up right now." Lily did as asked, feeling one hand rest on her flat chest, the other on her injured shoulder. A warm tingle of soothing magic flowed into her, coursing through her veins. The pain faded away almost completely, replaced instead by strength and healthiness. Groaning softly, Lily came out of it with a smile, experimentally moving her arm.

"Woah..." She muttered, feeling the unexpected strength flowing through her.

"Feels good, huhn?" The doctor said with a smile, adjusting his stethoscope. "Take it easy, but in a few more days you should be free to leave. Walking is no longer an issue, so we'll get you out of bed for a good shower and a full meal, and definitely some visitation. It's outside of regular hours, but I see no reason you can't have guests. The one, Maggie, I think her name was, has been here the whole time." Lily groaned at the thought of the lecture she was going to recieve. The nurse helped her up as the doctor left, and together the two of them made their way slowly to the bathroom. That doctor was incredible... Lily didn't feel any fatigue in her legs from laying in bed for so long, and her muscles were tender but not sore or painful at all. They were still careful removing her hospital gown, however. The shower felt fantastic... Lily groaned and took a long time soaking up the hot water, gingerly cleaning herself as best she could. The nurse was kind enough to scrub her back, flushing at her nudity only slightly. She had probably seen plenty of naked people in the health industry. Still, refreshed and renewed, wearing a fresh hospital gown, Lily stretched out on new sheets on a different bed. The first guest arrived, looking worried, relieved, haggard, and stern all in one.

"Heya, Maggie." Lily said sheepishly. Maggie stopped at the beside, looking her up and down, wringing her hands together worriedly.

"Oh, you little bitch!" She cried, throwing her arms around Lily's neck. The nurse went to pull her off, but stopped when Lily wrapped her big arms around Maggie with a smile. Leaving them be, Lily stroked Maggies hair as she broke down into a sobbing mess.

"There, there, I'm fine... Doc says I should be free to leave in a few days. Where the hell are we, anyways?" The countryside out of her window looked completely unfamiliar.

"Trottingham," Maggie said as she pulled away sniffling. "Apparently Rainbow Dash and that other guy... Umm, Soarin, caught you before you hit the ground. Cloudsdale was close to being over Trottingham at that time, so they flew you to the nearest hospital. I'm so sorry you had to go through that!" Maggie put a hand to her fluttering breast as Lily chuckled and nudged her playfully.

"My own damn fault." Lily said softly, resting back for the first time in what felt like years. There was no more pain in her entire body, though she did feel slighlty fatigued from lack of proper sleep. "That's what I get for shifting on the fly."

"So what, exaclty happened?" Maggie asked.

"I wanna know that myself." Twilight Sparkle walked through the door, smiling as she leaned in to give Lily a warm hug. She was thankful the slender girl was here. Twilight had steadily become more and more of a friend to Lily over the past year or so.

"Well, it all started when Dash invited me for some lessons..." Lily regailed the entire story, from Dash offering to race, watching her and Soarin go at it, the handsome man and his attempted seduction, to the fall. "And that's when I ended up here." She said, finishing it out. Twilight shook her head softly.

"That's amazing... Changeling magic is so strange... I never thought injury would carry over like that. It must have taken a lot of fortitude for you to go through with it..." Lily gave a soft nod, her eyes glazing over in rememberance of the pain.

"Not the easiest thing I've ever done... Not sure if I'll want to go through with it ever again..." She fought a yawn and failed, blushing sheepishly as Maggie and Twilight both stood to leave.

"We'll let you get some rest, Lily. I have to get back to Ponyville, but Maggie is staying here in Trottingham until you're released. Get well..." Twilight blew Lily a kiss as they both left, leaving Lily to get some good sleep at long last.

Lily awoke the next morning feeling both refreshed and strong once more. She swung her legs off of the bed and stretched, groaning as the muscles felt wonderfully taut once more. She stood up, smiling at the breakfast left on the tray table next to her bed. Apparently she had slept in. She quickly ate the food and poked around in closets until she found a spare hospital gown to change into. Another shower was in order.

The water was wonderfully hot, leaving her feeling a lot better than she had been in the past... However long she was out. She dressed in the hospital gown once more, still shifted into Liam. Stretching her arms over her head, she padded back into the hospital room, only to be greeted by none other than Soarin.

"Oh! Hi!" She said, slightly shocked. Soarin, who had had his back turned, wheeled around with a slightly embarrassed flush and a meek smile. A breeze blew in through an open window... So that's how he had gotten in. Sly little bastard.

"Hey, uuh... Lily..." Soarin said, obviously unsure what to call her.

"Technically... In this form, I prefer Liam." Lily countered, padding back over to her hospital bed. She sat down and smiled at him, her somewhat shaggy hair still dripping. Soarin awkwardly pulled a chair up, sitting in it. A sharp contrast to the tight suit he had worn when she first saw him, Soarin was now wearing a loose-fitting T-shirt and cargo shorts, though he was still barefoot.

"What can I help you with?" Lily said softly.

"I guess... I just wanted to apologize." Soarin said a little bashfully. Lily blinked.

"It wasn't your fault. My own stupidity." Lily said, her gaze lowering to the floor. Soarin seemed to mirror her.

"Well, if I hadn't have showed up, or... Or if Dash hadn't told you about my... Eer... Sexual preference..."

"Oh, stop now." Lily muttered, flopping back on her bed. "It's not your fault, Soarin. Don't beat yourself up."

"I guess..." Her impromptu guest muttered. She shot a glance down at him, noticed his cheeks were still rather flushed.

"Was there something else?" She asked gently. There was a long silence that consisted of her watching Soarin glance between her and the floor repeatedly. Finally, he responded.

"I... Well, I also wanted to tell you your attention wasn't entirely... Unwanted..." There was yet another long silence. This time, it was Lily who was casting glances. Soarin wasn't all that bad... He had a slender, toned frame, large wings, and she was sure he was experienced... She looked between him, the nearby door, back to him... Swallowing hard, she slipped from the bed, padded over to the door, and locked it. Why a hospital had locks, she would never know... Soarin looked up with a smile, the kind that made her heart start to race. Untold days worth of pent-up desire and eagerness began building to a head... She felt blood rush to her member, making the front of her flimsy hospital pants rise.

"Oh..." Soarin said softly, noting the change. "Want me to... Uh... Fix that for you?" Unsure how he intended on doing that, Lily just nodded and sat back down on the edge of her bed. Soarin, however, shifted his demeanor dramatically. Lily watched the slender avian rise to his feet, step close... He leaned forward and pressed his lips firmly to Lily's the two male sets of lips meeting in a rough, passionate kiss. She groaned into it, whimpering slighlty.

"Mff!" Lily gasped just as she felt Soarin force his tongue into her mouth. It was so strong and thick, the way it pushed into her. She fought it off with her own tongue feebly, her entire body quivering now. He was being incredibly forceful. She felt his hands leave her sides, sliding up her thighs now. Soarin's fingertips hooked the edge of her pants and began pulling theem down smoothly. Lily lifted her hips, letting the insistent avian strip her bare. Her massive erection flipped out, bobbing in the open air as Soarin's lips parted her with a smile. She watched him slide down her front, pushing her gown up over her hips. Erection now bared to the open air, Soarin gently wrapped a hand around the thick shaft, giving it several smooth, even strokes. Lily felt a bead of percum ooze from the tip, staining his hand with the thin lubricant. He rolled his thumb against it, looking up at Lily with a devious smile. That strong, thick tongue of his slid out to lick the liquid off, and he gave a satisfied groan at the taste.

"Hmm... I don't think I can hold back anymore. Lay down." He pushed Lily onto her back, stretching her out on the bed. Shedding his cargo shorts, which Lily noted a shocking lack of underwear underneath, Soarin quickly straddled her on the bed. Her avian sympathizer was aroused, and almost certainly had Lily beaten on length, but definitely not girth. This slender, straight penis stood straight and away from his body, and was easily eight inches long. Lily herself sported a modest six, though thick all around. Soarin let his hand dive under his crotch, grasping her shaft and guiding it to that dark space inbetween his solid rear. Lily gasped as she felt her head press to his smooth pucker, that window slowly opening up for her. Soarin's cock pulsed above her stomach, oozing a drop of pre that landed on her own flat, toned stomach. Smooth as can be, Soarin pushed her throbbing member inside, lowering his hips bit by agonizlingly slow bit. The flesh on the inside was smooth and gave way with ease... Soarin really was experienced.

"Aah..." Lily groaned, her hands resting on Soarin's thighs. Apparently that wouldn't do, as slender, muscular fingers wrapped around her wrist, guiding her big hand to the waiting shaft of meat bobbing just above her stomach. Grinning at the implication, she started smoothly stroking him, smiling at the reaction. Even more pre dribbled out of his slit, sliding over her thumb, onto her stomach, slicking his shaft up slightly. His hips started to rise and fall in time with Lily's smooth strokes, both picking up pace in time. His ass was truly pleasurable, Making Lily flex within him powerfully. Unsure if it was the woman in her, or the lack of release over the past who-knew-how-many-days, but she felt her limit quickly approaching. Gasping softly, Lily dug the nails into his thigh, her hand picking up the pace on Soarin's throbbing cock.

"Gonna... Cum..." She whimpered, but much to her dismay, Soarin stopped, lifted himself off, smiling down at her.

"Can I put it in?" He asked, readjusting so he was now inbetween Lily's muscular legs, his own hand replacing hers as he kept the pace going. Lily was flushed and felt so close to her own release... She ached to just cum and let it be done. Still, part of her was a pleaser, not one to be pleased. She flushed deeper and nodded up at Soarin.

"Y-yeah..." She spread her legs until they were as far as the bed would let her, lifting her hips to give him a better angle. This was the first time she had done anything anally with Liam... The thought both frightened and excited her. Not knowing if she would be too tight or not tight enough, she arched an eyebrow when the first experimental prod pressed to her rear. Apparently Soarin was appreciative of what he had found, as he smoothly pushed into her. Fast. She gasped as the feeling of being filled pulsated through a form she wasn't used to being filled with. She felt him slide deeper and deeper, his hips pressing to her firm cheeks as he buried inside of her.

"Cumming!" She gasped, the sensation both alien and surprisingly pleasurable. Soarin moved his hands over her head, shielding the first spurt of cum that gushed forth. It splashed against his hands, down onto her stomach, joined by several others. A small puddle formed, dripping and oozing down her sides, into her belly button... Soarin quickly mopped up her sticky release with the front of her flimsy gown, wiping his own hands off as well. Dried as she could be, but still feeling somewhat sticky, Soarin pulled the gown off and tossed it aside. Now completely nude beneath him, Lily watched Soarin set in on her anus.

"Aah... Fuck..." He groaned, smoothly pushing in and out of her. There was a small tingle of pain, but it was surprisingly offset by a very large amount of pleasure. Soarin's cock seemed to fill her virgin ass perfectly. Definitely not her first time doing anal, it was her first time as a man... She had to admit, the whole experience wasn't bad. Not at all...

"Guh..." Lily panted, feeling Soarin pick up the pace.

"Doin' alright?" He asked, his hands falling to rest on her sides.

"Y-yeah... Don't stop..." Lily panted, reaching her hands up to grasp the rails of the shaking hospital bed.

"Let it rip!" Soarin really let loose, thrusting into her ass smooth and deep. His hips smacked into her rear audibly, making her grunt each time he drove deep into her. Gripping the bars with a white-knuckled grip, she felt the blood flow into her own cock once more, which did not go unnoticed by her partner. "Oh? Getting turned on again?" Soarin's hand wrapped around her shaft, stroking it up and down in the same pace he moved in and out. She shivered unerenath him, mouth open and eyes clenched shut.

"Aah! Fuckin' A, that feels so good!" Lily grunted, flexing her sphincter around his driving manhood. Soarin never missed a beat, sliding deep and smooth into her. She felt his head rub against parts of her that hadn't really even been touched as a woman.

"Gonna cum." Soarin panted, breaking out in a thin sweat. It was then Lily realized his wings were spread, helping drive his entire body forward into her. She flexed around him encouragingly, at a loss for any more words. "Gonna cum!" Soarin panted one more time, his voice almost desperate. Lily watched as he pulled his cock free of her ass, laying the underside of his shaft against hers. One hand wrapped around both of them, stroking both throbbing rods in equal measure. Lily couldn't hold back as she felt him pulse, and together they shot a joined load all over Lily's flat, muscular chest. Strands spattered her neck, chest, and stomach, droplets arcing onto the thin mattress to either side of her shoulder. Gasping and breathing heavy, both men came down from their intense orgasm, sweaty and exhausted. Lily sagged down into the bed, her cum-speckled chest rising and falling rapidly. Eyes still closed, she felt a shifting of weight as Soarin slid off the bed. A rustle of clothes and a zipper aroused her, and she opened her eyes as Soarin leaned in for a firm, tongue-filled kiss.

"Holy shit..." Lily panted.

"First time?" Soarin asked, stretching his wings.

"As a man, yeah... That was good..." She looked down at the gooey mess.

"Haha. Well, if what Dash says is true, don't let me be the one to turn you to the dark side. I'd hate to rob the women of Canterlot their best whore. Take a shower, Liam. I'll be around." Lily watched Soarin run the length of the room, stretching his body into a graceful, tucked dive through the open window. He opened his wings and arced away into the Trottingham sky, leaving a cum-stained, exasperated Lily behind.

"Huh... Wonder why this door was locked." A muffled voice came from the hallway. Lily's heart nearly stopped as the door swung inwards and a nurse stepped in. There was Lily, legs spread, cock half-hard, covered in thick, white cum. The nurse stared at her muscular form, stretched out on the hospital bed. Lily swallowed hard and sat up.

"Well... It HAS been, what, two weeks?" She said, chest still heaving.

"Three..." The nurse whispered. Lily waved a hand over the aftermath.

"I guess I was saving up. Had to let it out sometime. Now you know why I locked the door." She stood up and smiled deviously at the stunned nurse as she padded past, giving her rear a firm open-palmed smack. "Can I get a new gown or what?" She teased, slipping into the bathroom for another shower.

Cruel Prankster

--------------- Request Chapter: Spitfire and Dash ---------------

The following takes place a few months after the events of "Burying the Hatchet," and before "Mountain of a Man."

"So... Hang on a second," Lily said, eyeing the celebrity across from her. "You want me to..." She blushed slightly. This was all extravagant, completely out there, and one hundred percent uneccesary. Then again, Lily worked in a field that wasn't a requirement for day-to-day life. If her recordbooks indicated anything, she made one helluva living from it, too.

"I don't see what's so off about this. I mean, if you need to see more of my body to get the transformation right..." She stood and started stripping, her heavy hoodie pulled up over her sleek, muscular form. Lily stopped her, waving her hands embarassedly.

"No, no! Trust me, I can get the transformation right. As much as I'd like to see what you've got going for you, I don't need it." Spitfire, captain of the wonderbolts, world-class athlete and probably the most important athletic celebrity on the face of Equestria, was sitting in her office, propositioning her for one of the most unusual requests she had ever heard. Not unusual in the form of "drip wax on my ballsack and gag me with a cum-soaked rag" unsual... Just... Out there.

"Just... Say it to me one more time." Lily said, huffing slightly as she plopped down.

"Alright, here goes." The sleek, muscular woman plopped back down on the opposite side of the desk, kicking up thick combat boots onto the mahogany top. Lily could care less, the desk was scuffed, scratched, and stained from seven long years in the business. "I've had my eye on a friend of yours for, well, longer than she's been your friend, rumor has it. Ever since the Young Flyers competition, she's been on the Wonderbolt's radar. Well, time and again she's turned us down for one reason or another. Being a Wonderbolt isn't easy, and it takes a lot to get into it. Between work and her friends, Dash just wasn't ready for the lifestyle. But recently, she's been freed up from work, and I figured now's as good a time as any to... Well..." Lily gestured for her to continue, arching an eyebrow. Seriously, how did you break Equestiran airspeed records with two D-sized breasts? Lily was distracted in the absence of the loose-fitting hoodie, she had to admit.

"Hellooooooo..." Lily blinked. Flushing, she looked up, shaking her head. Spitfire was waving a hand, drawing out her word to try and catch her attention. Caught red-handed, she had been staring. Spitfire grinned. "Like what you see?" She teased. Lily rubbed her eyes, groaning as she leaned forward.

"Celestia help me, yes... Sorry, I have to apologize. I'm normally much more professional than this. But this is bothering me... How in the world do you fly so fast with... With those?" She asked, pointing at Spitfire's prodigous chest. As if on que, she fished a roll of what appeared to be athletic tape out of a pocket on her baggy cargo pants, holding it up in the muted, warm light.

"I wrap my chest nice and tight. It helps them lay down enough for me to squeeze into my suit, and helps me feel sleek." She explained, turning the roll of tape slowly.

"That... Has got to be brutal..." Lily said, wincing at the thought. Her own breasts ached at the mere thought of such torture.

"Oh trust me, I need a good massage each time I unzip and cut the tape. I could go for one right now, if you're interested?" Spitfire pointedly pushed her breasts together with her arms, smiling as Lily watched her cleavage almost spill over the top of her tight-fitting muscle shirt. Swallowing, she had to force herself to focus.

"P-perhaps later. Let's hash the details out a little bit more..." Lily groaned and poured herself a glass of scotch. This was going to be tough.

"Heya Lily! Nice place ya got here. Odd, how I haven't stopped by since you opened up. What's up?" Rainbow Dash folded her wings as she walked through the door into Maggie's, smiling at Lily who was waiting for her.

"Trust me, Dash. I wouldn't have called you out here if it wasn't this important. Come with me, you gotta hear what I have to say." Lily tucked her arm through Dash's and pulled her down the hallway. Some girls cast curious glances their way, but were quickly drawn aside by more... Pleasurable targets. It was a busy night. Smiling to herself, Lily led a stumbling Rainbow Dash down a hallway, around a corner, through a door, and into a bedroom.

"Lily, I don't get what... Look, if you called me out here to get me laid, I'm not int-"

"Shh." Lily hushed her with a finger. "I've served celebrities before, in one fashion or another. Hell, I've entertained the princesses themselves. But this... You gotta... Listen, just sit there, I'll go get her."

"Her?"

"Sit down!" Lily called, already through the door and into the hallway. Dash extended a hand after her, but was cut off by the door shutting.

"Well what the fuck..." She grumbled, taking a seat on the edge of the bed. I'm glad Cloudsdale was this close to Canterlot this week, otherwise I'd be angry about coming out here. What the hell is this all about? She thought.

What's up, sugar? Rainbow Dash blinked at the familiar sound of Applejack's voice. Reflexively, she glanced around the room, looking for the curvy farm woman. Groaning, she was reminded of the link. The bond all six of them shared. Four months after Twilight had cast that spell on all six of them, she was still getting used to the feeling of the other five girls being there every moment of every day. Unless she turned it off.

This thing with Lily, she invited me to her place in Canterlot, and says she's got something big for me. If I was working, I'd have denied her in a heartbeat. I dunno, something about the way she said it just set me off. I had to accept.

Well, what's the issue? Twilight.

She invited me into one of 'those' rooms, then took off. I'm just sittin' on this bed, waiting for her to get back, or whatever. When I think about all the sex that's gone on in this room, kinda makes me wonder... Bed's comfy, though. They keep places like this clean, right?

Oh yeah they do! Trust me, Dashie, that bed is probably super-dooper clean! Won't do to bring in another customer to a bed all sticky with cum, y'know what I mean? Pinkie Pie chimed in. I've agreed to work there off and on whenever I can. Man, that was a FUN interview! I tell you what, if I get the chance, I might just stop by next week! Could you tell Lily I'll be by in a few more days for a little training? Even her giggle was audible through the link. Dash smiled softly and nodded.

Will do. Uuh, hey, I gotta go. Someone's coming in. Rainbow Dash cut the link just as Pinkie Pie started to chime in, and was thankful she did so. Out of nowhere, some person wearing really baggy clothes with a hood up over their head walked in. Down the the heavy boots, every feature of their body was covered. Dash instantly tensed, considered opening the link again in case she needed backup. But when that person lowered their hood, she was shocked beyond comprehension.

"S-s-s-spitfire?!" She stuttered, immediately shooting to her feet. The Equestria-wide known celebrity grinned at her, brilliant white teeth standing out in the dark room.

"Heya Dash. We've talked before, and I'm here to ask you again. I don't like messin' around, so let's get to the point. I've made the offer tons of times, and each time you've turned it down. But you're not working anymore, so I figured now is as good a time as any to ask. How would you like to join the Wonderbolts?" Dash's heart raced faster than her wings or a breakneck dive would ever be able to take her in her entire life. The chance of a lifetime, one she thought she'd never get again thanks to friends and work, was now smack-dab in front of her, dressed in grungy clothes and looking as beautiful as ever. Just as she went to open her mouth, Spitfire cut her off, raising a finger. "Aah, before you answer, there's something ya gotta do. I won't tell what it is until you give me your answer." That put a damper on her spirits. Still, Dash couldn't just ignore it. How many times had she been asked in the past? Three? Four? Every time, she had to say no. There was no way she was going to abandon the weather team, leave her friends, and start a whole new life. Now, she didn't have any work, and with the link she was closer to her friends than ever. It felt like that wasn't going to change any time soon. Smoothly, Dash flipped her hair over her head as she looked up at Spitfire with a wide grin.

"I'm gonna have to take you up on that, Spitfire." She said with clenched fists. Excitement rushed through her veins, making her wings grow restless on her back. What was this test Spitfire had for her? She started getting anxious. A race against the team captain? Maybe she'd have to perform a sonic rainboom to prove she still had the stuff? A million and one ideas raced through Dash's head as Spitfire slowly walked closer. She raised one hand to cup her cheek gently.

"I know you're a good flyer, otherwise I wouldn't have asked. But a Wonderbolt has to be good at other things than just flying. So here's the deal." Turning Dash's head side to side, Spitfire smiled and stepped back. "You gotta make me cum five times in two hours, or I won't let you join the Wonderbolts." Dash felt like her heart stopped. "AND," Spitfire went on to add. "You yourself gotta cum three times. I'll help, but don't expect a leg-shaking orgasm, there, spunky. I gotta see how good you handle yourself in the sheets before I consider putting you in one of MY suits." Dash watched, horrified, as Spitfire pulled her hoodie off, revealing a tight, clinging muscle shirt that accentuated every flat plane, every slight curve of Spitfire's waist. Only thing being it did next to nothing to conceal the massive pair of tits on her well-built frame. Dash was everything short of stupefied as Spitfire grinned at her. Pointedly bending over, she started unlacing the heavy boots she wore, her wings easily stretching out through the gap in the neck of the muscle shirt. As she bent over, Dash could have sworn she saw a nipple teasing the edge of the fabric, just moments away from slipping free.

"I... I, uh..."

"Hey, no backing down now. You accepted my offer. Now you gotta help out with the other part, or I can find another flyer out there." She teased, tossing her boot aside and working at the other. Her chest jiggled, so very close to flopping out...

"N-no! I'm... I'm in it for the sex, but..." She raised a slightly-shaking finger. "I've seen you fly dozens of times before. I got your autograph when I was a girl. You are NOT Spitfire! Not with... With... With THOSE!" She proclaimed, her finger pointed at the jiggling mounds of girl-flesh still bent over and working at the boot. As soon as it popped off, leaving her in socks on the floor, Spitfire drew a roll of athletic tape from a cargo pocket and tossed it at her. Dash caught it, staring at the rolled bundle.

"I tape 'em down before every race and performance. It hurts like a bitch each time, but it helps me feel tight, sleek..." She pointedly ran a hand up to slide over her breast, up to her neck. "Ready."

"Wh... Ow?" Dash said, stunned.

"Tell me about it. It feels like they're always sore..." Spitfire repeated the process with her other hand, stepping closer as her hands cupped and caressed the barely-concealed mounds of flesh. "I always have to rub them afterwards, just to get feeling back... Tell me, Dash..." She grinned, standing chest-to-chest with a panting Rainbow Dash. "Think you can make me feel good?" This was it. Her chance. How many nights had she touched herself fantasizing about flying with the sexiest, fastest avian in Equestria? How many pairs of panties had she soaked pulling breakneck dives and wide turns trying to imagine if this was what Spitfire was doing right at that very moment? How many posters had she touched herself to? Now, here she was, hands working at the waistline of her cargo pants, moments away from those luscious tits spilling free...

"I think I can make you cum SEVEN times in two hours." Dash finally returned, grinning wide. Spitfire loosed the button, wriggled her hips until her pants fell, revealing skimpy black panties and a tight, toned core. Dash couldn't help herself anymore. She wanted it. She knew Spitfire wanted it. Gently laying the slender avian down, Dash worked at pulling all of her own clothes off before running her hands up and down Spitfire's stomach. She got a slight blush and a twitch in response, her fingertips just barely hooking the hem of the tight muscle shirt.

"Bring it on, Dash, I can't wait forever." Spitfire groaned, her thighs rubbing together expectantly. So she wanted it right away, then. Not a problem. Dash pushed her muscle shirt up, both breasts bouncing free as Spitfire took over and pulled the fabric over her head. Despite the massive size in comparison to such a slender woman, Spitfire's areola and nipples were both remarkably petite. Dash's hands grasped them both firmly, fingers squishing into the moderately firm flesh. She rubbed, squeezed, and massaged, feeling the tiny nipples grow into hard rocks beneath her hands. Grinning, she watched Spitfire's face turn from stoic to a smile to a blissful expression of fulfilled desire. It was when Dash began hearing thin moans of pleasue she stopped, replacing her hands with a hungry, skilled mouth. The taste of her flesh was addictive, like some sort of aphordisiac... Dash felt her liquid trailing down her thighs, knew if she touched herself even a little, she would squirt a flood. Spitfire's goal of three in this two hour timeframe wouldn't be an issue. Seven? Dash could do it. Easy.

"Mff." She groaned into the nipple, her fingers going to explore the dark space between her own thighs. Fingers just sliding up and down her own wet center, Dash wasn't about to neglect Spitfire's needs, either. The hardy avian could most certainly handle a little more roughness. Not on her breasts, but much lower. Her fingers pushed into the sheer black fabric of the admittedly sexy panties, sliding lower to caress the waiting pussy. It was already marginally wet. That was going to change. Finding her clit with practiced ease, Dash groaned into her nipple and rotated that magical nub of flesh in a fast circle.

"Haah!" Spitfire arched up underneath her, whimpering as Dash worked her pleasure button over. "F... Fuck, Dash!" She panted, chest heaving. "You're gonna... Make me cum!" She bucked her hips, and Dash took the opportunity to spear the woman with her fingers. Two of them penetrated deep into Spitfire, flexing against the soaking flesh as it shifted around her fingers. It seemed like every inch of her wet canal pulsed and moved around her, lifting and closing around the intruding digits.

"That was quick." Rainbow Dash teased, pulling her fingers out for a taste. Just as she thought, Spitfire was clean, with just a small hint of musk. Panting, her target relaxed, still grinning.

"You got a long way to go, kiddo." She teased, spreading her legs so Dash could see the contour of her crotch against the fabric. Fingers hooking the hem, Dash pulled her panties off by leaning back, leaving both avian women completely bare atop the comfortable bed. "What's next? More fingers?" her hips squirmed in such a seductive manner. The flat plane of her stomach, leading up to those mountains topped with a rock-hard cherry, Dash was surprised Spitfire was ready so soon. It had hardly been five seconds and she was asking for more.

"Let's keep going, then." Dash teased. Both hands entered the equation this time. Two fingers slid in while her middle finger found Spitfire's clit, working it hard and fast. The two inside slid in and out smoothly, alternating rhythms to keep Spitfire on her feet, or on her back as it were.

"Woah! Fuck!" Spitfire's stomach twitched visibly, prompting Rainbow Dash to kiss it, keep her relaxed. "Haah! Damnit, you're good at that!" She squirmed and panted, her chest heaving in response to the firm, skilled pleasure Dash was exhibiting. When she found Spitfire groaning more in response to one spot or another, she started exploring the latter, making sure to visit the next one for her third time around. She had something nice planned for that... "F... F... F-f-f-FUCK I'm cumming!" Spitfire panted. Pumping in deep and hard, Dash brought the woman to a squirting, pulsating climax. Fingers forced out by the flexing, Dash twiddled the hard nub of her clit as the woman flexed a thin stream of clean-smelling feminine cum right against Dash's flat chest. The sound of liquid on skin was audible, and VERY arousing. Dash couldn't help but rub out her first, fingers still coated in the release of Spitfire, who was just now coming down from it. Dash's first of three was unfulfilling, left her hungry for more, as she grinned down at the prone woman.

"That's three. By my count, we're ten minutes in. Think you can last the two hours left?" She teased, fingers rubbing the dripping, pulsing hole before her. Spitfire merely grinned and nodded, grinding her hips against Dash.

"I think that's it for fingers. I'm gonna need something more if you plan on making me cum five more times." Her tone was so sure, so haughty. Dash could only grin as her fingers plunged back inside. Spitfire resiliently resisted, her face registering just a flash of pleasure before settling into a smug grin. "I'm tellin ya, Dash, I'm-AUGH!" She flexed every single muscle in her body as the sleek Avian pressed against the one spot she hadn't been expecting. Reduced to a whimpering pile of pleasure, Spitfire felt Dash's fingers flex and pulse against her aching walls.

"You were saying?" Dash grinned, working clit and g-spot in equal measure. Spitfire was twitching and panting in a rapidly increasing fashion. She didn't last more than ten seconds. Mouth opening in a blissful scream of pleasure, Spitfire let all the air out of her trained lungs in a high-pitched expression of just how much Dash was setting her off. She was rewarded with the biggest orgasm she'd seen yet, the liquid spraying and oozing messily. Rainbow Dash was able to note it smelled a little bit more like a woman's musk now, the arousing scent lending to her own arousal. Still, this was a test, not a lovemaking session. She was here to prove herself. This was what she had been waiting for. A spotlight. Redemption. To prove herself to the woman she idolized. It was time to prove to the captain of the Wonderbolts what Rainbow Danger Dash was made of.

"Mff. Chup. Splurp. Hnn..." The delightful sounds emanating from Dash's crotch were punctuated with each pulsing wave of pleasure that rocked her core. Her own tongue was busy rubbing up and down Spitfire's dripping snatch, while hers hovered above the hungry avian's mouth. The last oral orgasm had brought Spitfire's total up to five, hardly a half an hour into the designated two hour timeframe. Now, Dash was chugging away at six, and having a damn good time reaching her second. Hips hovering above Spitfire, those massive breasts low on her stomach, and a deliciously wet hole in front of her mouth, Dash was thoroughly enjoying herself. The worn woman was unyielding, not giving very many moans. Kicking up both technique and strength, Dash slid her tongue into Spitfire's pulsing petals.

"Hrm!" Spitfire gasped, her hot breath pulsing against Dash's center.

"Haaahh, ahn..." Dash replied, her jaw hanging open as her tongue probed deeper. To Spitfire, it was an entirely different sensation, a slick and slippery one, as opposed to fingers. The whole different level brought her to another orgasm. This one was less of a nerve-racking, leg-shaking ordeal, more of a blissful peak of pleasure and relief. Dash slid her tongue out, paying gentle attention to the exposed clitoris begging for her attention.

"S-six..." Spitfire groaned, her head falling back. Dash was covered in a thin sheen of sweat, her body feeling warm from her own fulfilled pleasure as well as working so hard. One left, and Dash intended on making Spitfire regret ever giving her such an easy goal.

"Honestly, Spitfire." She teased, fingers running up and down her gash. "Five in two hours? You make it too easy." She slid one finger in, noting Spitfire hardly reacted to it. At two, she winced a little, and once the third slid in, not to her center, she snapped her eyes open and looked down at the brave avian.

"H-hey! Not back there! Get your finger outta my a-a-aahhh..." Dash curled her finger, putting pressure on the ridged walls of the famous flyer's back door. She got a gush of wetness and a whimper from her target, which made her smile.

"Never been toyed with back here?" She asked, smiling soflty.

"N-never..." Spitfire groaned. "I... Ah... Aah! That... That feels REALLY good..." She whimpered. Dash had pressed her fingertip into the rigid folds, ran her pressured digit over them slowly, probing each ridge individually. Two in her center, one in her rear, Spitfire was slowly reduced to a pile of whimpering nothingness.

"I have... Truth be told, I love it... Go on, put your finger in." She teased, swaying her hips. As if in a trance, Spitfire rose her finger and easily slid into Dash's pucker, elicting a deeper touch and more pressure from her own. Dash moaned and started sliding two fingers in and out, leaving just enough room for her tongue to flick Spitfire's clitoris. The pleasure crashed through the other avian in waves, making her gasp and twitch even more.

"G... Getting close..." She groaned, her finger idly sliding in and out of Dash's tight backdoor. Dash, however, focused less on moving in and out and more sliding around, exploring. That made Spitfire ooze more wetness, made it so much easer to slide in and out. "Gonna... Oh, this is gonna be good..." She writhed and whimpered, sliding her finger out and raising her lips to Dash's dripping hole. Both women 69-d perfectly, and just when Dash gave out into her second orgasm, Spitfire realeased her final, target orgasm... All over the carpet off the edge of the bed. Dash watched in amazement as the liquid spurted and gushed, spraying all over in a wild display of orgasmic prowess. Meanwhile, her own release gushed out into Spitfire's open mouth, nearly drowning the poor woman who could barely coordinate the muscles to swallow, let alone enjoy the flood of fem-cum.

"Mission accomplished!" She managed to pant, swallowing the last half mouthful of sweet release. Spitfire pushed Dash over, panting as her seventh orgasm left her wasted, tired, and sore. In the best possible way. Dash, however, rolled gracefully back onto her hands and knees, adjusting so she was straddling Spitfire's hips.

"I don't think so..." Dash groaned softly, leaning in to tease Spitfire's neck with a torrent of kisses. "I've only came twice..." The realization struck Spitfire, and she groaned softly...

"Fuck..."

"N-nine times?!" Dash panted, laying spread-eagle on the bed next to her, flat chest heaving from the exhaustion. Between them laid a strapon, slick with juice and well-used in the past hour they had spent.

"Ten..." She heard herself correct the rainbow-haired avian. "Plus your two... I count a total of fourteen..." She whimpered, feeling more sore than should be allowed. Not that she was complaining, that had been an intense two hours...

"Fuckin' A... I think I'm in..." She teased, rolling over with a tremendous effort. Smiling down at her, those perfect magenta eyes, pixie-like face, the wild hair... Rainbow Dash really was something else.

"You're gonna hate me..." Spitfire's visage slowly melted away, leaving behind a sweaty, curly-haired, changeling lieutenant. Dash rolled her head lazily to the side, having flopped back down. What she saw... Well, if looks could kill, Dash would be a murderer.

"Dash, wait!" Lily followed after the retreating avian as fast as her weak legs would carry her. Rainbow Dash indignantly pulled her shirt over her head, jumping into shorts with the help of a flap of her wings. "I can explain!"

"Fuck you!" Tears streaming from her eyes, Dash took off into the early-morning sky, darkness swiftly enveloping her as Lily was left at the open front door to her business.

"It was a prank..." She groaned.

I don't wanna hear it... Dash grumbled over the link, dejectedly looking down into the glass she had almost emptied.

Will you jes listen to me, sugar? Applejack's thought was both concerned and persuasive. Dash almost gave in.

I said I don' wanna hear it... And I'm not goin' back there, not matter what you say... Even her thoughts sounded drunk. After the ordeal at Lily's, Dash was in no mood to go near that place again. Not anytime soon.

Alright, miss grumpy-pants! If you don't get out of there, we're comin' to getchya! This time it was Pinkie Pie.

Shaddup, Pinkie...

Hey! Listen, she's got a point. Iffen you don't get your scrawny little butt down here, I'ma drag you outta there by your hair! Applejack sounded sincerely angry.

Ugh, FINE! Dash slapped down the money for her tab and swaggered out of the bar, flapping her fatigued wings to the business district. She landed in front of Maggie's, feeling haggard and tired for having slept very little in the past two days since the ordeal with Lily. Pushing through the door, she was greeted by cheers.

"Yeah, yeah, keep your panties on... I'm here. Don't wanna be, but I'm here. The fuck do you want?" She glared around, not in a mood to be around anyone right then. She sobered up immediately as Spitfire pushed through the crowd to smile at her. "Oh, come on..." Dash groaned tiredly. "I just spent two hours fucking your brains out two days ago... I think I've had enough of your fuckin' tricks."

"I'm over here." Lily said, emerging from the shadows near the door. Dash looked at her, looked at Spitfire, back to Lily, then back to Spitfire.

"Aw, fuck..." She groaned, hiding her face in her hands. Applejack, Rarity, Twilight, and Pinkie all stood by Spitfire's side, smiling wide.

"Ah told ya to get yer scrawny ass down here." Applejack said. Spitfire shot the farm woman a smile and strode forward to grasp Rainbow Dash's chin. She pulled her around until bleary, red eyes were focused on her own.

"I hope you can sober up in time for practice tomorrow."

Tie the Rainbow, Taste the Rainbow

------------ Request Chapter: Rainbow Dash Bondage ------------

The following takes place after "Cruel Prankster" and before "Mountain of a Man."

Warning: There will be light to medium BDSM in this chapter

Lily flapped harder, gaining more altitude to try and keep up with the avian ahead of her. The bright shock of technicolor hair served as an easy marker to follow through glaring sun and around massive cloud banks. Lily was thankful Rainbow Dash was taking it easy on her. Not everyone had the same inherent physical prowess she did. At long last, Lily watched Dash set her feet on a large, fluffly white cloud, sinking into her ankles as she turned to watch Lily land next to her.

"Finally. Jeez." She teased, smacking Lily's stomach with the back of her hand. Given how badly Dash had treated her last time they had met, Lily flinched more than she really should have. "Relax!" Dash teased. "That whole business with Spitfire, forget about it. I shoulda told you sooner, but I'm way over it." She laughed and flopped onto her back, inviting Lily to sink into the comfortable cloud next to her. She did so, feeling the tantilizing chill of the condensation around her body, the heat of the sun bearing down on them.

"So, I gotta ask." Lily said, rolling her head to the side. "Why did you ask me to come to Cloudsdale, only to have us fly halfway back to Canterlot from there?" Dash had, indeed, requested her services in a personal matter. Lily had been intrigued enough that she took a weekend to fly to Cloudsdale and meet the fledgeling Wonderbolt. Dash had fit in remarkably well with the avian flying troupe, as they all knew she would. What's more, they were in the down season for perfomances. Meaning Rainbow Dash had a lot of time to relax and hang out. Upon arrival, however, Lily hardly had a moment before Dash took off, waving Lily onwards. What Lily thought would be a jovial sort of easy flight had instead turned into a long trek into the afternoon and early evening. The sky was just now dimming from a bright blue to a sort of pale gold on the horizon, the sight truly one to behold.

Still, Lily was exhausted and halfway from anywhere she could sleep. Dash hardly looked winded. "Well," Dash said, twirling her hand through the cloud with a slight blush on her cheeks. "You see... I, uh... Well, you know how we all share that link thingy, right?" Lily blinked, fighting to remember. In a flash of memory, she did.

"Yeah! How you and the other five can keep in touch with eachother, right?"

"Yeah! That's it! But, well, it's kinda more than that. It's all a bunch of magic mumbo-jumbo I don't wanna know, but you... You can kinda FEEL the others... You get what I'm saying? Kinda like... Understand their feelings as well as their thoughts. It's not like talking to them, more than it is THINKING at them..." Lily followed vaguely, finally nodding.

"I think I get it. You can tell how the others feel about you, as well as what they're thinking?"

"That's it! Yeah!" Dash got really excited as she sat up. "Well, look... It's kinda hard to turn off and on. You can, but it'll slip back on sometimes." She chuckled suddenly, her lips lit up in a devious, almost impish grin. "Well, Twilight fucked up one day." Lily cocked her head to the side.

"Really? That's not like her. What happened?"

"Nothing serious! Trust me. It was just kinda funny. Well, she went off the grid one day. Not like that doesn't happen a lot. I go off for practice or performances, or sleep... Hard to sleep with the thoughts of five others on your mind, right?" She re-adjusted, laying next to Lily as she spoke. "Twilight went off for a bit, but she came back all of a sudden. I remember when she did, it scared the shit outta me. I almost hit a cloud full-tilt. So, get this... When you cum, in your thoughts, it's a scream. Like, a loud one. We all FREAKED out! Thought Twilight was hurt or something. AJ picked up on it and assured us it was something else. Turns out Twilight, eeh... She kinda let it slip while she was having some rough fun with herself." Lily blushed at the thought of being invaded with someone's thoughts mid-orgasm... Or sending them to someone else.

"So..."

"I know that's a long story," Dash sighed, patting Lily with her hand before she continued. "But, well... See, I didn't really hate feeling like that with Twilight..." Lily perked up a little.

"Dash, are you saying...?"

"Yeah. She was REALLY into it. I mean, for Twilight, I thought she was a kinda shy girl, never really did much... Hell, we all did... So if she likes it, it's gotta be good, right?" Dash glanced at Lily before looking up into the slowly-fading day sky. "I figured, why the heck not?" Lily swallowed at the implications.

"So... You want me to be the one?" Dash looked at her again, blushing a little.

"Too much?"

"Hardly." Lily grinned and rolled over, settling over Dash with a grin. She was shifted into Dancer, the slender and athletic avian counterpart she used more often than not when conversing with Dash. Smiling herself, Dash reached up to pull Lily down for a deep kiss, filled with tongue and more than one stray hand. Lily broke it first with a flush, her long, braided black hair dangling over her shoulder. "Now?" She asked, wondering if that was the reason Dash wanted to take Lily so far from anything of any consequence.

"Soon." Dash assured her, patting her side with a warm smile. "In a week or so. We have one off-season practice day after tomorrow, then I'll be free. Is that okay?"

"More than okay, Dash." Lily said softly, leaning in to kiss the slender avian on the neck.

"Aah! Hey, take it easy..." Dash whimpered. Lily grinned and gave her another sucking kiss, returning her lips to the avian's with a soft groan. They made out for a short while, curled up on the cloud, kissing and hugging loosely. "Haah..." Dash panted as they broke apart. "Brr... Gettin chilly, huhn?" Lily felt a chill herself. The day was waning rapidly, giving way to the cool and clear night. Over the east horizon, the first glimmer of stars could be seen. Dash patted her stomach again, smiling as she smoothly slipped out from underneath Lily's slender form. "Come on. Let's go." She slipped off the cloud, and Lily had little choice to follow.

"Wait up!" Lily called after her, following Dash a long ways down. They were halfway to the ground when Dash pulled out of a lazy dive, disappearing on the underside of a cloud. Lily followed, breaking the plane of the bottom edge of the fluffy bit of condensation. "What-"

"Up here!" Lily jerked her head up, spotting Dash's smiling face straight out of the bottom of the cloud.

"How in the..." Avians shouldn't be able to go through clouds... Lily flapped up to her, wondering how Dash was suddenly INSIDE this particular cloud... Her face melted back into the cloud as Lily approached, hesitantly reaching her hand out to where the avian's face had disappeared. As her hand sunk into the cloud with no resistance, she was yanked up INTO the cloud. "Aah!" She gave a clipped cry as she was rushed headlong into the mass, fluffy wet cloud. Eyes closed against an impact that never came, Lily heard laughing.

"Baaaahahahahah!" Dash was rolling on her back, kicking her legs as she laughed loud and hard. Lily, in disbelief, looked around at her surroundings.

"Woah..."

"Y-you thought you were... PFFFHAHAHAHAH!" She kicked Dash's side gently, making the avian clutch her ribs as she howled with laughter.

"The hell is this, then?" She asked. Dash managed to collect herself for the briefest of moments, sniffing as the last of the chuckles died out.

"Th-the weather team hollowed out a bunch of clouds across the sky. When the South Winds fly across Equestria, these clouds let them sleep and rest here. When not in use, other members of the weather team usually just lounge about in here. I've slept in a few in my day." She chuckled again and beckoned Lily down into the soft embrace of the fluffy cloud. Lily obliged, stretching out next to her avian friend.

"I didn't know that... It looks like a regular cloud..." She muttered softly.

"That's just a fog covering. It keeps other pegasi and some other creatures of the sky out of here. I mean, it's really nothing more than just a space in a cloud, but still... Weather team property." Dash slipped an arm around Lily, tucking her slightly shorter, muscular frame up against her chest. Lily responded by pushing a hand back through Dash's rainbow hair, pulling her forehead against her cleavage gently. She was rewarded with a soft kiss to the edge of her breast, making her blush just a little.

"Go to sleep, Dash." Lily moaned, feeling Dash's kiss become more heated. She got a chuckle and another kiss in return before Dash settled at last, her wings stretching out behind her as she gently dozed off. Lily found her hand moving of it's own accord as she started stroking the seven-layered hair. She sighed deeply and closed her own eyes, letting sleep take ahold of her.

"Alright, so..." Dash slipped in the room slowly and with no small amount of trepidation. Her eyes almost snapped wide open at the sight of all the various and assorted toys laid out. Lily stretched, feeling rather at home. Dash's element may have been the sky, but Lily's was amongst leather and metal, plastic and oil. She never would surpass the slender, muscular avian in all her life. But for these next few hours, Dash was hers and hers alone. "Wow." Dash muttered, looking around. She hesitantly took a step inside. Then another. The door closed, and she was bought. "Fuck me."

"I plan on it." Lily said teasingly, a coy smile playing across her features. "But, you ARE a customer here. So let's just cover a few things." Dash nodded, a flush rising to her cheeks. For once, Lily thought the brash and daring avian was speechless. Oh, what fun! "Do you want it easy, medium, or hard?" Lily asked, feeling excitement build up within her chest. Dash swallowed visibly.

"How hard is hard?" She asked hesitantly, almost like she feared the answer. Lily grinned and padded to one of the nearby chests, lifting the lid. Dash tried to look around her as she pulled the object she wanted to show out. Turning with it, she held it up for Dash to see. "Is that..." Her eyes widened. "Wow, really? That hard?"

"It gets worse."

"Yeah, but piercing? I don't want any more holes in my body, thanks..." She chuckled and flushed harder. "So, is medium, just like... Really rough sex?" Rainbow Dash looked like she was out-of-place and very uncomfortable. For her, who really hadn't had much sex in her life, this was probably all very new and very confusing. Lily smiled and dropped the piercing kit back into the chest, pulling out a length of coiled, waxed rope instead.

"Medium, to me, is something along the lines of tie you up and call you a dirty little slut while you lick my cunt." Lily teased, waggling the rope side-to-side. Dash flushed even brighter, if such a thing were possible.

"A-and... Easy would be...?"

"Like really rough sex." Lily shrugged, tossing the rope on the bed, just in case Dash was on the fence about anything. "Dominating, deep, fast..." Rainbow Dash, face screwed up in concentration, seemed to be considering all of her options, and considering them all very seriously. Finally, she met Lily with her own bright magenta eyes, nodding as if to affirm her choice.

"Medium." She hardly had a moment to react before Lily whipped her hand around, catching the avian across her cheek with an open-handed slap. "GAH!" She stumbled backwards but kept her footing. Hand raising to the reddening flesh, Dash looked at Lily incredulously. "What the fuck?! I didn't say hard!"

"If it were hard," Lily growled, advancing on Dash with a devious glint in her eyes. "I would have punched you." She reached out and snatched a fistful of Dash's hair, quickly pulling downwards.

"AAH! OW!" Dash cried out as Lily forcefully pulled her down to her knees. She fought for a little, but an insistent tug discouraged her. She fell to her knees, hands raising to fight off Lily's hand tight on her technicolor strands. "Lily! Aah!"

"You will call me master, mistress, or some other form of honorific. Do you understand?" Lily growled, her other hand batting Dash's feeble attempts to free her hair away with little effort.

"Ooooww! Let go of my hair!" Lily rewarded her disobedience with another slap. This one made dash give a clipped cry of pain before her mouth shut.

"DO YOU UNDERSTAND." Lily grunted, giving Dash's hair another tug.

"Aah! Yes!" She cried out, her mouth wide open.

"Yes WHAT?!"

"Yes, mistress!" Ooh... Lily actually shuddered as Dash said it. Her voice was so... Rough. It made Lily want to hear it some more... She wanted to hear Dash cry out some more. Still, even the tough avian had her limits. And, indeed, she was here to feel pleasure. There would be time to get Dash to make plenty more noise. They had all night.

"Good..." Lily relaxed her grip, still holding it, but no longer pulling on it. Rainbow Dash almost visibly sagged with the relief. "See, if you obey me, I can be kind..." Lily's slender fingers caressed Dash's stinging cheek, the tender touch a very stark contrast to the rough blows she had delivered earlier. Smiling, Lily rubbed her cheek softly for a few long moments, watching Dash squirm underneath her careful ministrations. She released Dash entirely, smiling as she went to retrieve the rope. Dash's face lit up as she approached, though Lily wasn't sure if it was from excitement, anticipation, fear, anxiety, or something else entirely. Still, Lily grinned as she loosed the knot and let the long, smooth coils fall to the floor.

"Take your clothes off." Dash swallowed hard before obliging, her hands shaking as she quickly stripped her t-shirt, sports bra, shorts, and panties off. Lily watched the rushed display with a sense of growing satisfaction, her heart making her entire chest feel tight with the thought of what was to come... Once Dash was bare, Lily motioned for her to get back on her knees. Hesitantly, Dash obeyed, looking up at Lily towering over her, rope stretched between her hands. "I'm going to tie you up now, Rainbow Dash. You will not resist, you will not fight, and you will do everything I say. Understood?"

"Y-yes... Mistress!" She added as an afterthought. Lily almost smacked her, but resigned to whipping at her ribcage with the rope. The gentle impact wasn't painful at all, it just made Dash shudder at the feel of the smooth rope gliding over her taut ribcage. She was so... Slender... Hardly any meat on her. And what meat there was was all muscle. Nothing soft about this muscular avian whatsoever...

"Tuck your wings in." Lily growled, walking around behind her smoothly. Dash did as asked, gulping slightly. Lily tossed a length over Dash's front, smiling as the first excited gasp sounded from her victim. Dash's wings quivered for a moment before she stilled them, and Lily quickly wrapped the length twice around her entire chest. One length of rope went above her flat breasts, and the second below. The two coiled around her back, pinning the magnificently large wings firmly against Dash's back.

"Hands." Lily said softly, witing for Dash to oblige.

"M-master?" The quivering avian said hesitantly.

"Put your hands." Lily leaned down to smack her taut rear firmly. "Behind your back. Like you're being arrested."

"Aah! Yes, master!" Her hands almost willingly snapped behind her back, wrists crossed.

"Good girl, Dashie..." Lily teased, running her hand down Dash's side before focusing on the task at hand. Which were Dash's hands. Wrists bound firmly, Dash could do nothing but sit there, her entire upper body bound firmly. "Look at you," Lily teased, rising to her feet and walking a slow circle around her quarry. Dash followed her as best as she could, her lips screwed into an odd S-shape... Lily found the whole sight rather alluring. One time behind Dash, she quickly stripped her blouse and skirt off, thankful she'd decided to skip on a bra and panties... Dash's eyes widened as Lily slipped around to her front again, this time completely nude. Pausing, her legs slightly open so the brash avian could see the glistening arousal on her petals, Lily grinned.

"Like what you see?" She asked, one of her hands laying flat on her stomach, her fingertips ever so slightly riding onto her shaved pubis. Dash swallowed and gave a shy, if reserved nod. "Do you want a taste, then?" Lily teased, taking a step closer. Dash inhaled audibly, her head leaning forward to catch something, anything, just a scent of Lily's arousal... She got what she wanted, inhaling long and hard before answering.

"Yes, mistress..." She breathed, her chest rising and falling. Most likely from a combination of excitement and anxiety. "Please, can I taste it?" Lily made a show of resting her chin in her palm, tapping her lower lip thoughtfully.

"Hmm... I'm not so sure you want it that badly." Lily could feel Dash's heavy breath pulse against her thighs, cooling her own juices on her wet lips. The contrast made her shiver. She grinned down at the hungry avian, her hands falling into Dash's brilliant head of hair once more. "Convince me." She whispered. Dash, in a fit of drunken desire, quickly lunged forward. She managed to briefly brush her lips against Lily's arousal, but was quickly yanked back, her shout of pain and denied fulfillment making her hot breath wash over the already-sensitive area. Lily grunted as she pulled Dash backwards, arcing her back and making her eyes roll up into her head with the force she pulled on her hair.

"BAD GIRL!" Lily growled, whipping a hand around to smack Dash's already-stinging cheek. "You ask for permission to touch your master! Are we clear?!" Another smack, this one only marginally lighter. Dash whimpered and fought to relieve the pressure on her scalp, her chest heaving as she spoke.

"Y-yes, m-m-master!" She groaned as Lily relaxed, still holding her shock of rainbow hair as she stroked her cheek again.

"Naughty little girl." Lily glowered, running her fingers back through Dash's hair. The avian groaned at the soothing sensation, her eyes closing blissfully. "When I say convince me, it means you beg. So beg for it, Dashie. Beg to lick your master." Her lips opened and closed a few times as she tried to formulate the words, clearly struggling with what she should say...

"P-please..." She whimpered, chest still straining against the tight rope. She was so solid, Lily had to tie everything a little tighter for her... She had to have difficulty breathing. Not enough to be dangerous to her health, but just enough to make things... Exciting. "Please, master..." Her tone was light and airy, a little rough, probably from hollering over high winds... It was so... Seductive. "Please, can I lick you?"

"You've already asked permission, Dash." Lily pushed her hand through the vibrant hair a little more roughly. "Now you're begging. And doing a very poor job of it."

"Please!" She panted, her mouth hanging open as she breathed. "Please, master! Let me lick you!"

"How badly do you want it?"

"I want it!"

"How much?"

"So much! Please, I want it so much!" Her tone was steadily growing a little louder, Lily's a little more firm.

"Hmm, I'm not convinced..."

"Please! Please, please, master, I want to lick you so much! I want it with all my heart! Oh, sweet Celestia, I want it so much! I'll do anything! I'll let you pierce me, I swear, just let me... Please... Let me lick you!"

"Hmm, almost there Dash!" Lily teased, her hands stroking Dash's hair quickly and roughly.

"OH FUCK I WANT IT SO BAAAAAAAAA- AULP!" Her mouth opened in an open cry of desire and pleading want, only to be quickly occupied by Lily's heated sex. She writhed her head side-to-side for a moment, almost too caught up in her begging to realize her wishes had been granted. Pink eyes wide, she looked up at Lily, who grinned down at her in return.

"Impress me."

Lily didn't realize how much she was going to regret those words...

Dash was an expert.

Every bit as dangerous as the last time they had made love. Lily felt her roiling tongue glide in with remarkable ease, spearing Lily's center with a rough, sensous touch. Panting, Lily felt her chest rise and fall, breasts jumping each time Dash's skilled tongue hit her in a specific spot, made her entire body jump. Lily would drop her hips, grinding them against the Avian's face as she worked, her tongue a restless, shifting entity of pure, unbridled pleasure.

Lily came twice in about a minute. Positively dripping, her thighs coated in a mixture of saliva and feminine cum, she pulled away from a gasping Rainbow Dash, her own chin dripping with the remainder of Lily's ejaculation. "Good girl, Dash." Lily teased, stroking the avian's hair as she strived to lick her lips clean of the juices. Lily helped by wiping some of her own cum off of Dash's chin, pushing her fingers firmly into the hungry mouth. Rainbow Dash licked and sucked them clean, moaning softly into her digits.

"About time you got a reward, I think... Disobedient as you've been. Come on, on your feet." Lily hauled her up with ease, the slender avian rising on muscular legs as she was led to the bed. Hands still bound, Dash could hardly do a thing as Lily roughly shoved her over. She fell face-first into the soft comforter, landing with an audible "Oof!" Lily smiled as she leaned down behind the Avian's hips, her legs still hanging of the edge of the bed. Dash panted audibly as Lily spread her legs apart, exposing her front-to-back.

"Beautiful, Dash... Just beautiful. Oh, and look at this..." Lily rubbed two fingers roughly against the glistening slit poised between the avian's creamy thighs. The sudden contact elicited a gasp as Dash twitched atop the bed. Lily's fingers were fairly coated in arousal, the slick wetness making her smile as she played with the natural lubricant. "You're wet already. Did licking your master arouse you, Dashie?"

"Y-yes, master..." Dash groaned. Lily could almost feel her heated blush, even from a distance.

"Do you like the taste of me that much?"

"Yes, master." She whimpered now, squirming her hips. Lily delivered a light smack to her firm ass.

"Quit that. Now, do you want your master to pleasure you?" Lily asked, still rubbing Dash's juice inbetween her fingers. Dash stilled her squirming hips, nodding into the covers.

"Yes, master!" Lily didn't give her a second chance as she roughly plunged both fingers deep into the quivering woman's pulsing core. "AAH!" Dash's back arched so powerfully, she almost came fully off the bed. Lily discouraged her by roughly pushing on the binds around her wrists, firmly planting her abdomen back into the covers.

"Stay still, Dash." Lily grunted, curling her fingers powerfully inside the slick, warm walls. More than warm, they were hot... Burning, even.

"Aahn! Yes, mistress!" Dash groaned, her voice cracking as she gasped and moaned. Lily grinned in a devious sort of way, sliding her fingers in and out smoothly now. Dash whimpered each time she slid in, and Lily could tell she was fighting the urge to push her hips out. Lily took care of that for her, using one free hand to lift her hips, planting her firmly on her feet with her legs spread. All the while, Lily continued fingering the poor woman, plunging her fingers deep and smooth into her dripping cunt.

"You're really enjoying this, Dash. I'll tell you now, though, if you don't ask for permission to cum, you won't like the consequences." She curled her fingers hard, as if making a point. Dash's mouth opened in a wordless groan as Lily obviously hit a spot. She started yammering suddenly, half of it hardly making sense.

"I'mnunnan aaaaaaahhn, Master, please, I'm... I'm... AHN Hnnnnnnnn aaah'm gonna cum! Please, please, please, pleasepleasepleasepleaseplease I'm gonna... HNN!" Lily felt her muscles suddenly clamp down on both fingers, squeezing her almost painfully tight. If it weren't for her copious wetness, Lily would have been trapped. Instead, she was forced out, along with a prodigous stream of thin, clear, voluminous cum. "AAAAAAAAAAAAAAAAAAUUUUUUGGH!" Dash's scream ripped through the room as she came harder than ever, spurting her juice out with force. Lily watched it spatter into the thick carpet, darkening the already-deep-red strands into an almost crimson black...

"Naughty little girl!" Lily glowered as she stood to her full height, hand swinging around to smack Dash's rear. The wetness coating her entire hand had to have left a stinging impression, and as if in defiance, Dash's center spurted just a little bit more wetness at the firm blow. "I told you to wait for permission! Now you're going to be punished!"

"Mistress, I'm sorry, I- AUGH!" Dash tensed every single muscle in her body as Lily's soaked, dripping fingers quickly speared her tight pucker. The muscles there were even tighter than the front, but Lily knew Dash could handle it... She slid her middle finger firmly into the pulsing walls, feeling the tight ridges inside shift and change as Dash flexed to fight the intrusion.

"Relax, Rainbow." Lily cautioned, her finger just resting inside the avian's tight ass. "You know better than anyone you need to relax." Slowly, like easing into a very cold swimming pool, Dash relaxed her muscles. Lily felt the smooth flesh of her rear envelop her finger, allowing her to slide the lubricated finger out just a bit. It wouldn't be enough, though, so Lily hovered her lips over the finger buried inside Dash's rear. She spit a healthy portion of saliva onto the joint of her finger and the pink flesh, further lubricating her actions. Soon enough, her finger was sliding smoothly in and out of Rainbow Dash's tight ass.

"Feel good, Dashie?" Lily teased, her other fingers gently rubbing the avian's soaked lips.

"Y-yes, mistress!" Dash groaned. "I'm... I'm really close again! Please, I'm gonna cum!"

"That didn't sound like a request to me, Dash..." Lily teased, relentlessly grinding her finger around inside her quarry's tight ass. Dash groaned and let loose with another sentence.

"Please, mistress, can I cum?!" Her voice was still so thin and seductive. Lily almost didn't give it to her, just to hear her plead again.

"Go ahead, Dash. Cum for me." Lily watched Dash's face screw up in pure ecstasy, her tight walls clenching firmly. She discovered, that unlike Twilight, and indeed herself, anal stimulation did the exact opposite for Rainbow Dash. The brash avian clenched and panted, but nary a drop of arousal slipped from her lips. Not that Lily could tell, she was already soaked as it were...

"Oooooohh... Ooohh fuck." Dash groaned, slowly coming down from her orgasmic high. Lily left her there, thighs quivering slightly, as she fetched the next toy they were going to use. Dosing it with a heavy bit of lubricant, Lily stepped into the harness and tightened the straps smoothly. Dash twisted her head to see what was transpiring behind her, but couldn't quite see that Lily had donned a strapon. Slender with a curved bulb at the end, this particular model was perfect for the slender, tight avian. Lily grinned as she ran a slick hand over Dash's ass cheek, the excess shining lubricant rubbing off to shine on the taut flesh.

"Ready for round two, Dash?" Lily teased, one hand guiding the bulbous head against Dash's soaked lips. All the panting avian could do was nod her head, her hair splayed out messily on the bed. Lily grinned once more and ever so slowly pushed her hips forward. Dash's lips opened with ease, granting the head access, then closing to hug the slender shaft once it was inside. Lily watched her pink lips open and close as she moved the head back and forth, teasing the first inch of Dash's pleasure hole.

"Uuuuuhhnnn..." Dash groaned, eyes closed as the pleasure began once more. Lily held her slender hips, her thumbs almost touching in the small of her back. Smooth and slow, Lily started sliding in and out, feeling the tension change with how deep she would slide in. Dash whimpered, her face turned up, as Lily smoothly moved in and out. Her own center ached with the tug and pull of the thin straps of the device, but this wasn't about her. She had had her fun. This was about Dash. Lily intended on making sure her customer would leave this room thankful for every last moment.

But that didn't mean Lily couldn't enjoy herself just a little... Her fingers pinched and rotated her nipples to hardness, working on one breast then the other until they stood up, pert and hard... Leaning forward, she dragged the hard nubs up and down Dash's back, her hips still gliding the slender shaft deep into her victim's pulsing core.

"M-master!" Dash gasped, her hands curling into fists. "Please! I'm going to cum again! Please let me cum!" She was picking up on this quickly. Lily smiled and pulled out, leaving her pulsing hole barren of any stimulation whatsoever.

"Not yet, Dash." She cautioned with a sly tone, stroking Dash's hair gently. Her other hand lowered until her thumb was against Dash's pulsing rosebud, just teasing it with bits of pressure. Dash groaned and squirmed her hips, getting a firm smack in response. Stilling her movements, Dash waited patiently for Lily. Smooth and easy, she pushed the strapon back in, pushing deep and easy into the waiting hole.

"HNN!" Dash, in a surprising display of sudden physical prowess, lifted her hips up and backwards. Lily watched, rather stunned, as another prodigous stream of cum pulsed out of the avian's pleasured love canal. The strapon bobbed up and down lewdly as it was forced out, and Lily stepped back a ways to enjoy the show. Not squirting with force as before, but instead just pouring out, Lily watched as Dash soaked the carpet to the side of the bed with an erotic display of the feminine orgasm. Dribbling just a thin stream now, Lily walked forward and rubbed her whole palm over the pulsing, wet hole. Her hand was soaked in a matter of moments.

"You realize," Lily said gently, moving her hand so the excess wetness was dribbling onto Rainbow Dash's pink asshole. "I'm going to have to punish you again." Dash just looked back at Lily with a devious grin, her chest heaving in the aftermath.

"I'm aware, master..."

"Well then." Lily grasped the strapon and smoothly guided it into Dash's fully-lubricated asshole, parting the tight pucker with ease and gliding in. It was almost as easy as pushing into Dash's pussy. Dash, however, would probably disagree. That is, if her tortured cry of pleasure was anything to indicate.

"KUHH!" She gasped, flexing forwards. Lily ruthlessly pushed deep inside, the strapon buried almost to the hilt. Dash quivered underneath her, flexing against her bonds. Lily, as if to punctuate the action, slid the last inch in with a firm, body-jumping smack to dash's rock-hard ass.

"You don't have to ask for permission this time." Lily teased. "You're obviously just a wet little whore who does what she wants, no matter what her master has to say. As your punishment, I'm going to make you cum as many times as I can from your ass. And there's nothing you can do about it." Lily tugged Dash's hair, making the gasping avian arch her back. "Nothing at all." Punctuating the point, Lily's free hand slid down to Rainbow Dash's front, expertly finding her swollen clit. Just as she started sliding the slender toy in and out of her pink, soft ass, Lily circled Dash's soaked clit, doubling the pleasure. It was apparent, as in the throes of a recent orgasm, Dash erupted into another one. This time, though, she did dribble just a bit of wetness. Hardly enough to be considered a bona-fide squirt, but still enough to spatter erotically into the already-soaked carpet. Lily groaned with a teasing nip to Dash's ear before pushing the panting avian back down to bed.

"Uuhn..." Dash groaned, drooling into the sheets as Lily relentlessly started sliding into her ass again. Almost as if resigned to it, Dash stilled any movements, save her fingers... They clenched and relaxed in time with the thrusts, curling into shaking fists when Lily slid in, and relaxing as she pulled out... That is, until Lily took her by surprise.

"UUHN!" Dash cried out as Lily settled into a fast, rough pace. Hands now clenched firmly, Dash tensed almost all of her body in response to the anal abuse she was being subjected to. Rough and fast, Lily plunged the strapon into Dash's asshole, flicking and rotating her clit in time with each body-shaking hump.

"Uh, uh, uh, uhn, uhn, UH, UUH... AAH! Uh, uh, uhn, u-UH! UHN!" Dash's pants picked up as Lily ravaged both her holes. "UUH! UUH! AAH! AAH! FUCK! FUCK! AAUGH!" Her voice picked up now, even as Lily broke into a thin sweat. "AAHN! AAHN! AAAAAAAAAAAAAAAAUUUUUUUUUGH-FUCK!"

Lily wondered if the girls upstairs heard that one... Pulling out, Lily stepped back, panting from exertion as she watched both of Dash's holes pulse in time with her muscle-debilitating orgasm. Held up by nothing but good fortune and the edge of the bed, Dash let loose with another orgasm, her tight, pink ass and pussy visibly pulsing. She oozed wetness down her thighs, whimpering as the pleasure flowed fast and free through her body. Lily watched, grinning at a job well done.

"Okay, Dash..." She said softly, once the avian had relaxed into a veritable puddle of quivering flesh and loose muscles. "We're done." Pulling the knot on her wrists, Lily freed her arms and wings, the rope left on the floor as she worked at pulling a neigh-comatose Dash up onto the bed. Only the pulsing of the avian's throat as she swallowed told Lily her partner was okay. That, and the way she subconsciously tucked up against Lily's chest, made Lily feel safe that Dash not only was physically okay, but had rather enjoyed herself... They lay on their sides, Dash's slender, short body curled up against Lily's chest as the larger changeling idly stroked the full head of vibrant hair, soothing Dash with her presence, her touch. Finally, Dash spoke up.

"Twilight says she's jealous..."

Free Fall

----------------------- Request Chapter: Dash, Lily, and Spitfire -----------------------

The following takes place almost immediately after "Tie the Rainbow, Taste the Rainbow" and before "Mountain of a Man"

"Ugh, did I really make all that?" Rainbow Dash said softly, her brow scrunched up as she looked down at the wide, dark stain on the floor. Lily chuckled and handed off a bucket of soap water and a rag.

"Uh huhn. I think I've got a new nickname for you."

"Couldn't be worse than 'Dashie.' What is it?" Dash groaned.

"Drinking fountain." There was a pause as Dash blinked at her.

"What?"

"Because..." Lily pressed close, her fingers smoothly falling inbetween the avian's legs, finding her clitoris and pressing a single finger against it firmly. "Push the button, and out comes the drink." Dash gasped and batted her hands away, blushing furiously. Lily could see she had been aroused by the simple touch. Flushing bright, Dash stepped forward and fell to her knees, scrubbing at the dark spot on the rug. Together, both nude women cleaned the carpet, and indeed, the entire room of their lovemaking mess.

"So how did you like it?" Lily asked, dumping the buckets of soiled soapwater down the drain in the wetroom. Dash, her skin slightly red from the rope, stretched out with a groan, her face positively glowing a sort of satisfaction that Lily took pride in sowing.

"I can see why Twilight enjoys it... That was awesome." Dash groaned and popped her elbow, smiling at Lily as she set the buckets down on the floor. They hugged tenderly, not a sensual embrace, but a friendly, if mildly passionate, hug. "So, how much do I owe you, then?" Lily chuckled and patted Dash's flat, firm stomach as she slipped out of the wetroom.

"We'll figure that out on your way out the door. For now, you should get dressed. We DO need to ascend back into the world of decency, after all." The two women joked and laughed as they dressed. Lily almost enjoyed the act of putting clothes back on after a good, rough night... It was a refreshing, renewing sort of experience. Almost as if saying 'Well that was fun, back to real life...' Together, Rainbow Dash and Lily walked upstairs to the lounge, where a few girls were talking. They looked up as the two entered arm-in-arm, and eyes went wide.

"Woah."

"Wait."

"Is that..."

"Are you..."

"Yes, yes..." Dash slipped away from Lily, advancing towards the four women gathered. Sierra was there, her jaw open in disbelief. "Rainbow Dash here. Lily's a good friend, so I decided to stop by for a little fun." The girls went wild, all of them clamoring to talk with the new star Wonderbolt. Lily chuckled as Dash entered another one of her elements, which was the spotlight. She soaked up the attention, talking with the girls, flirting, and apparently enjoying herself. Lily met with Maggie at the front desk, who appeared to be disinterestedly reading the newspaper.

"So." She said curtly, scanning headlines. "Customer?"

"You know it." Lily said, leaning her back against the counter so she could watch the four girls clamor over the famous avian flyer.

"Huhn." Maggie flicked the newspaper over, reading a different page.

"How much do we charge for the downstairs rooms?"

"Three hundred."

"No, no... The DOWNstairs rooms." Maggie dropped the paper, looking at Lily's grinning face with a raised eyebrow.

"You didn't."

"I so totally did."

"Really?"

"Eeyup."

"With her?"

"The one and only."

"... How was it."

"Orgasmic. Duh."

"For both of you?"

"Let's just say she's late getting out of here because we had some... Housekeeping to do." Maggie chuckled and flicked the paper again, reading on disinterestedly.

"Normally we include cleaning costs, but seeing as you two took the liberty, I'll only charge six."

"How about tickets for all the girls to the premiere Wonderbolts show?" Dash interjected, easily swaggering up towards the desk. Maggie dropped the paper again, her jaw opening incredulously.

"Th-those tickets... They go for four hundred apiece, in the nosebleeds!" Dash chuckled and patted Lily on the stomach with the back of her hand. She seemed to do that often...

"Like I'd put you guys up in the nosebleeds. I can get all the girls, and guys, too, I suppose, tickets for... Oh... The VIP suite?"

Even Lily's jaw dropped open.

"WHAT?!" Sierra said first. The rest of the girls broke out into unintelligible yammers. Lily and Maggie were stunned as Dash just stood there, grinning at them.

"How many should I mail to ya?" She asked, leaning in and talking over the excited talk from the girls behind her.

"Th-theres... Twenty-seven girls..." Maggie said, still in disbelief. Lily could only guess that VIP box tickets to the season premiere Wonderbolts show landed somewhere in the four-digit range... Probably higher... It was a sight to behold, Lily had been told... Sierra had shown her pictures from a regular-season show before. The prospect of going to a premiere show was just... Unspeakable.

"And how many others? What about Brian, that security dude?"

"Uuh... There are four security personnel... Including myself, the doctor, and all the girls, it's... Thirty-four..." Maggie said, still in disbelief.

"Hmm... Good thing my box seats forty."

"F-forty?! YOUR box?!" Maggie said.

"It's complicated... I've got a box that's technically mine, to invite whoever I want... If I choose not to, though, they sell it out and the profits go to charity. I usually sell it out for almost every show..." Dash paused to chuckle and rub the back of her neck, as if she were embarrassed. "The manager asked me if I even HAD any friends last season. I don't think they'll mind if I take it for one show."

"Th-thats..." Maggie started, but when she paused, Lily finished.

"Dash, we could never... It's too much."

"Bah, nonsense. I'll mail the tickets to you when I get back to Cloudsdale." She smiled knowingly at a very shocked Lily, slipping away towards the front door. "Six hundred bucks is way too cheap for how much I owe Lily." With a wink, she was gone, leaving the six women behind in complete, stunned silence.

"Wait..." Sierra was the first to talk. "What did you two DO?!"

"Girls! So glad you could make it!" Twilight Sparkle was the first to greet them as the entourage made their way into the VIP box. It was less of a box and more of an entire house, or maybe a mansion... Lily saw Twilight, along with the other four wielders of harmony, were already there. Applejack, Rarity, Fluttershy, and Pinkie Pie were already looking out of the massive bank of windows over the expansive grounds of Wonderbolts Stadium. Various and assorted obstacles were laid out in a sort of course for the avians to fly through, and the grandstands formed an absolutely massive circle around the entire field. Three tiers high, multiple seats for each, the whole stadium took up an incomprehensible amount of space... Then again, Lily had seen a Sonic Rainboom firsthand. Twice. If Dash performed one of those in the stadium, she would need quite a bit of space to do it in.

Twilight welcomed them all into the VIP suite, the girls slowly filling the open area one-by-one, talking about how lavish the VIP area was, the food that was already laid out for them, and how an open panel in the large windows led out to a balcony with comfortable-looking seats. Chatter and conversation struck up everywhere as the guys and girls from Maggie's let loose, enjoying themselves.

"Wow." Lily said, standing close to Twilight.

"Right?" She said teasingly, nudging Lily with her shoulder. "Pretty awesome, how Dash has this... You know, we never really knew what a performace was like. Dash tried to let us see one once through the link, but she had to shut it off to focus. This'll be the first we get to see for ourselves." Lily nodded and leaned back against a wall, smiling as she watched Pinkie Pie strike up a conversation with Jade.

"LADIES AND GENTLEMEN! MAGI, AVIAN, AND HUMAN ALIKE!" Lily jumped as the announcer's voice boomed out loud, all of the girls giving clipped cries of surprise at the loud noise. Shock subsided, they all looked out the windows as the show was apparently getting underway. Many of them made their way out on to the balcony, Lily and Twilight among them. They sat side-by-side at a pair of chairs on the edge of the balcony, overlooking the entire field. "It is my great pleasure to present to you all... Straight outta Cloudsdale, the fastest, most agile, stunning, and incredible..." A pause left them all on the edge of their seats, looking at the edge of the stadium, searching for the performers. Lily could have sworn she was hearing a roaring sound in the distance... In fact, she was certain of it... It was growing in intensity.

"Here they-"

WONDERBOLTS!" The sound was deafening. The shape of seven avians, flying in formation, all of them trailing a crackling stream of thunder and lightning, streaked over the edge of the stadium. The deafening sound of thunder rumbled behind them as the seven avians all tugged long streamers of a huge thunderhead behind them. They streaked across the entire stadium, thunder and lightning splitting and forking behind them. Cheers erputed from the audience as they crossed over, arcing up into a graceful climb. Lily watched in awe as the seven split into different directions, and she almost thought she could see Dash's vibrant shock of rainbow-colored hair... They let go of the cloud, one last rumble of thunder sounding as the clouds dissipated... The seven formed up once more, falling into a perfect "V" shape as they flew over the heads of everyone in the stands. The loop, which had to have been a mile at least, took maybe thirty seconds. When they screamed overhead the VIP booths, it left a wind that ruffled hair and clothes behind it, the roaring filling Lily's ears.

"WOAH!" Lily felt almost like she was getting pulled to the side as the Wonderbolts flew overhead, the vortex of their passing a truly intense experience.

"Sum' bitch!" Applejack called out. "Mah hat!" Lily saw the fluttering brown headgear ripped off her head, floating away on the ferocious winds. Twilight cast a hand out, enveloping the hat in her magic and firmly pulling it back towards the booth. "Oh thank goodness! I owe ya one, sugar!" Applejack threw her arms around Twilight, hugging her fiercely. Lily turned her attention back to the field as the Wonderbolts finished their opening sequence, all seven standing in a circle near the middle of the field. She watched as they slowly spread wings, flapping in a synchronized beat... As one, they rose into the sky, maintaining the same, perfect amount of distance between one another. When they were at least a hundred feet off the ground, they began moving... One at a time, they would flit across the pattern, breaking the circle. When they broke the line inbetween the two flyers opposite, one of them would take off... And the next, and again... It picked up in speed... Lily watched as the circle rose higher and higher, the members flitting across the circle as fast as could be. The circle went higher and higher, and higher... Lily lost them in the sun. Twilight gasped next to her, pointing at the ground.

"Look!" In the high noon sun, the shadows of the seven avians flitted across the ground one by one... It was entracing to watch how fast it was moving... Then she saw it.

"It's..."

"It's the Morning Star!" Twilight squealed with delight, bouncing on her chair.

The pattern the seven avians had made on the ground was, indeed, that of a Morning Star, the seven-pointed star that was the symbol of the Equestrian nation. Lily recognized it from flags on official government buildings across Canterlot. The display of speed and coordination was nothing short of incredible. At the end, all seven arced backwards into a graceful dive, their wing tips almost touching as they dove in a low, tight circle.

"That was the Morning Star! Give it up for the WONDERBOLTS!" Cheering erupted from all around. Lily and all the other girls joined in, lifting voices and arms in equal measure. Suddenly, Twilight gripped her arm.

"Lily!" She called out over the uprarious cheering. "Shift into Dancer!"

"What?!"

"Do it! You're going into the show!" Lily's eyes went wide as the other four wielders of harmony pushed through the mass of girls towards her.

"Come on, sugar! Dash wants ya out there!"

"Ooh, I'm so excited! I wonder what she has planned!"

"Yeah, do it! Come on! Get your skinny, winged butt out there!"

"Go on, darling! This is your chance to shine!" All five of them urged her on. In a flash of understanding, Lily realized Dash was using the link. She swallowed hard and shifted into Dancer, the slender avian she had grown accustomed to using whenever she wanted to fly... From the sound of it, she was going to be doing a bit of it...

"For this next stunt, the Wonderbolts will be welcoming a special guest onto the field, in a never-before-seen trick! The DEATH DIVE!"

Wait.

"What?!" Lily had a foot up on the balcony, ready to take off to join Dash on the field, at the insistence of the other five. "Guys! No!" Too late. Rainbow Dash, who was already flying towards the VIP box to fetch her, snagged her hand. "No! Daaaaaash!" Lily was tugged insistently into the open air, left with no choice but to flap or fall. "Dash, I can't do this!" Lily said loudly over the sound of more cheering.

"Yes you can!" Dash insisted, pulling her over the heads of the gathered spectators below, out onto the field. "I would have picked you if I didn't think you could do it! Listen, we designed this stunt so ANYONE could tag in. We're trying to do more audience involvement, so Spitfire herself suggested this one. You're going to be fine!"

"Ladies and gentlemen, this stunt has never before been done outside of rehersal, and never with an unwitting volunteer. For the very first time ever, the Wonderbolts are using an audience member in a stunt. Magi, Avian, and Human, put your hands together for the lovely and enchanting... DANCER!" Lily felt a blush rise to her cheeks as the massive crowd of spectators applauded her. Never mind that it was a farce, she wasn't really Dancer, but still... They were cheering for her. They finally reached the other Wonderbolts, all of them smiling at Lily as they landed amongst the circle. Lily flashed a brief smile at Soarin, whom she was acquainted with...

"Here's what's gonna happen, Lily!" Spitfire called out over the loud cheering. She was markedly different-looking in her sleek outfit... Lily was used to the busty woman who had made the odd request from her not terribly long ago... The same request that netted Dash her position among the Wonderbolts... The same request that had Lily about to risk her life in a stunt with the fastest and most daring flyers in all of Equestria... "Dash and I are gonna follow you up to thirty-four hundred feet! When we reach altitude, we're going into a dive! Two thousand feet in, you're gonna tuck your wings. Ever been at T.V. before?!"

"T.V.?!"

"Terminal Velocity! It's about a hundred and forty miles an hour, without propulsion."

"A... A h-hundred and-"

"Don't worry! That's where Dash and I come in! Trust us, close your eyes, and open your wings when you hear the announcer! Got it!" Lily's heart was ALREADY hammering in her chest. She swallowed hard and gave a weak nod. She was already in this. No sense in backing out now... Dash would never let her live it down.

"How much do you weigh?" Spitfire asked. Lily blinked at the sudden question.

"A hundred and twenty pounds? Maybe more?"

"That's good! Dash and I can handle up to one-eighty. This is gonna be great! Alright! Let's go!" Three pairs of wings spread out. In a gust of wind and feathers, Lily took off. Dash to her right, Spitfire to her left, Lily flew as high as she could go.

"Doing good!" Rainbow Dash called out, giving her a thumbs-up as they began ascending.

"Keep it up! One thousand feet already!" Lily glanced down, watching the ground shrink away bit by bit. Even now, Lily could see the whole stadium without turning her head. "Fifteen hundred!" They were moving higher, faster... It was then Lily noticed five others flying at a further distance away from them, and a little bit below... They were all flapping much slower, but much more powerfully...

"Weather team..." Lily muttered.

"Huh?!"

"The Wonderbolts! You guys are all weather team elites, huhn?!" Spitfire just grinned at her as they rose.

"Ya got that right! They're making an updraft for us!" Riding the current from the other five powerful avians, Lily and the other two flew higher and higher, flapping hard.

"Alright, three thousand. We're almost there! Lily, are you ready?"

"No!"

"Hahaha! Come on! You can trust us!"

"Honestly think we'd drop you in front of a croud of thousands?!"

"NOT HELPING, DASH!" Lily cried, feeling panic well up in her throat. She got a laugh in return.

"Thirty-two hundred!" Lily swallowed hard, trying to steel her nerves. "Thirty-three!" She was lathered in sweat. Despite the current, this was hard work... "Fifty feet! Get ready!" This was it. Do or die. The other two stopped. This was it. Lily arched her back, let the sun fill her eyes for a brief moment... She swallowed hard one last time...

"GO!"

The rush.

The inexplicable, headlong rush... It gripped Lily by the throat, filled her ears with it's hair-raising scream, and pulled her ever downwards. Her very vision shook with the force of the wind. And it was only going to get worse... Tears streamed from her eyes at the biting of the wind, cooling on her face as she watched the stadium slowly, steadily grow bigger and bigger...

"TWO THOUSAND! TUCK!" Lily didn't know where the call came from, but she had no choice but to heed it. Pointing straight at the ground, Lily tucked her wings up against her shoulderblades, flexing the muscles as hard as she could to keep them from opening. The rush got worse. The wind was deafening in her ears, her eyes felt like they were rippling in their sockets... Her clothes, tight as they were, still flapped against her skin, picking up the slightest intricacies on the headlong rush towards the stadium below. Looking straight up above her, at the ground below, Lily couldn't see it... She caught a brief glimpse of something, though, and looked straight out... At a flickering, blurred pattern. She'd see the face of Dash, Spitfire, Dash, Spitfire, Dash, Spitfire, Dash... Again and again and again... The two avians were circling her! They were flapping their wings, even, to add extra momentum to their own dives!

"Close your eyes!" Lily didn't need a second warning. The ground was still far away, but instinct told her she was dead. Resigned to her fate. Sign my death warrant, I'm halfway to hell already. Tears still leaked out of her clenched eyes, almost everything else lost to the burning, cold wind. The next thing she heard, her mind almost lost in the blurring, roaring abyss about her... It took her breath away.

Trust us.

And so she did. Wings tucked tight, Lily let it go. Her worries. Her cares. Her stress. None of it mattered anymore. Her life was in the hands of these two. Rainbow Dash and Spitfire were in charge of her, held sway over wether she lived or died. Lily had no say in the matter.

All the more surprising, then, when all of her internal organs flattened against her stomach. Eyes snapping open in a flash, Lily felt the firm tug of gravity pulling against her body. It wrenched from her shoulders, taking all of her weight, the centrifugal force almost making her black out. Her wind-deadened nerves flared to life in a moment, and she felt fingers... FINGERS... They were clamped firmly on her biceps, hauling her out of the breakneck dive... They were parallel with the ground... But she kept rising.

Then the fingers left.

The roar of wind filled her ears again.

Every speaker in the stadium blared one final, irrevocable, primal command at her.

"FLY!"

And Lily did just that.

Flung into the sky, Lily opened her wings, let the air lift her, and flew. Fast and hard, without so much as a flap, Lily's momentum carried her into a long, graceful loop. Meanwhile, the crowd and wind fought for dominance over who would rip her eardrums from her head. She was caught in a joyous, onward rush of emotion and feeling, the sensation of travelling faster than should ever have been possible gripping her throat so she couldn't breathe. In the downstroke of her backwards loop, Lily's wings flared out, catching wind and slowly killing her speed... She was still going at least fifteen miles an hours when her feet hit the ground, running fast as she could through the grass. In the end, she fell forward, vision filled with green. Sweet, vegetative, ground-rooted green.

The crowd groaned as she slid through the grass on her front, some of them laughing, others gasping in shock. Spitting strands of grass, Lily got to her feet, smiling like a big, dopey fool. The gathered crowd members cheered, even as white-clad medics ran in to tend to her. Four of them flocked around her, expressions drawn with worry.

"I'm fine! I'm fine!" Lily assured them, brushing uprooted blades of grass from her front. Thankfully, her tight top hadn't ripped, exposing her at all. Smiling, one or two of them helped brush her off, and the crowd swelled in another roaring cheer as she lifted her hands triumphantly.

"OH MY GOODNESS! DANCER PULLS IT OFF MAGNIFICENTLY! The first-ever DEATH DIVE! GIVE IT UP!"

"HOLY SHIT!" Dash stripped her goggles off, throwing the equipment across the locker room, her face split in probably the biggest, dumbest grin of her entire life. "That was incredible!" Rushing forward, she threw her arms around Lily, easily lifting her slight frame and spinning her around in a laughing, happy hug. Lily returned it exuberantly, almost cackling with delight. Every female member of the Wonderbolts crowed around them, embracing in a laughing, happy group hug.

"-Was SO awesome!"

"And she even did a loop!"

"You guys were TIGHT in that circle!"

"I thought I was gonna pass out FOR her!"

They all talked excitedly, smiling and laughing. The rest of the performance Lily spent in the Wonderbolt's locker room, enjoying a hot shower to wash the dirt and grass from her body, and wait for her clothes to be cleaned. Still, the roaring of the audience and speakers let her know almost exaclty what was going on. She really had just finished dressing when the sounds all died out and the announcer started bidding everyone farewell. Shortly after that, four of the seven Wonderbolts who were female padded into the locker room, and the hug had ensued. Joy and laughter were shared in the aftermath of what had to have been one of the most intense experiences of Lily's entire life...

Spitfire, however, was the only one with a grimace on her face. "Fire! What's wrong, girl?" Dash finally said, grinning at her captain. Everyone fell silent at the grim expression on her face.

"My tape is KILLING my tits..." There was a pause, a moment of stunned silence, before everyone burst out laughing, Spitfire included. She went to go sit on one of the long benches nearby while another teammate unzipped the back of her sleek uniform. It was fashioned to hug their bodies in a skin-tight sleeve of fabric that wouldn't drag in the wind, but since Spitfire had an admittedly humongous bust, she had to tape her breasts tight against her chest or she wouldn't be aerodynamic. Two more zippers freed the uniform up so her big wings could slide through the fabric, and Lily could finally see the wound tape around her chest. It dug into her flesh, most certainly making it hard to breathe. Lily could only wonder how painful it had to be... Dash appeared behind her with a pair of scissors, snipping them twice in the air.

"Right. Inhale." Spitfire gave a short, clipped inhalation through her nose. "Exhale." The breath left her lungs, freeing just the very edge of the tape. Dash smoothly moved the scissor blade under the edge, cutting half of the first tape, then moving higher, and higher, cutting through the fabric bit by bit. It was like a dam breaking. The tape literally snapped around Spitfire's front, and as the last strand was cut, she let go of a sigh that sounded like the sweetest sort of relief imaginable.

"Oooohh, that's the stuff..." She groaned, stretching her back, her breasts jiggling just a bit in the aftermath of springing free from the constricting tape. More than one envious blush went through the gathered team members and one stray changeling as the captian of the wonderbolts gently cupped both mounds of freed woman-flesh. "Lotion?"

"Aah... Oh, shit, where'd it go..." Dash grumbled, padding off to search.

"Top shelf of my locker!"

"Kay!" There was a sound of a locker door opening and closing after Dash disappeared around a bank of lockers, returning with a bottle of pink-colored cream. It didn't have a label, but unless Lily was mistaken, there appeared to be a seal of some sort... An intricate pattern etched into the cap. "Here we go."

"Thanks, Dash." Spitfire took the bottle, smiling up at an inquisitive Lily. "Care to do the honors?"

"... Wait, what?" Lily said.

"This lotion," Spitfire explained, popping the cap on the bottle of pink goo. Lily watched the pattern glow for a brief moment before the scent of lilac and Honeydew washed across her face. "Is specially-made to restore nerve damage. Pushing my puppies down so hard for so long kills off the nerves over time, so I use this to keep myself from, you know, losing my tits. Do you wanna put it on?" She shamelessly asked, extending her hand to offer Lily the bottle. Shocked, Lily took it, blinking for a few moments.

"You want me... To rub lotion on your tits..." Lily asked, glancing around at the other three women gathered there. They all looked between Lily an Spitfire, grinning or blushing.

"Would you like to do this in private, then?" Spitfire teased, standing up and stretching her arms over her head. Lily blushed deeply, feeling markedly more awkward than a whore who had done unspeakable acts of sexual gratification ought to be.

"Y-yeah..." Chuckling, Spitfire shot Lily a smile over her shoulder before walking away towards a door set in the far wall of the locker room. She guided Lily through that door and down a long hallway, through a door into another hall, and into one last door. The room was sterile, white, and held two medical exam tables, in addition to a long, low counter. Lily swallowed as Spitfire deftly hopped up onto one of the medical examination tables, the paper crinkling noisily underneath her slender rear. She flopped onto her back, wings tucked tight against her shoulders. Lily watched as her breasts bounced and jiggled a few times.

"Well?" Spitfire said, raising her hands to grab the edge of the table. She pushed her chest out, lips curled into a devious, seductive smile. Lily, still on the fence about the whole thing, held the bottle of lotion in one hand and her doubts in the other. All it took, though, was one more look at her breasts... The flesh was indented with the mark of the bandage, her skin almost depressed in narrow, long strips... The surface of her breasts was almost uneven, and her nipples appeared to have almost sunk into the skin a little. She was probably in a great deal of pain. Lily had to do this, not just for herself, but for the pained Avian.

"Right." She dumped a generous portion of the lotion into her other hand, feeling a tingle run up her palm as she set the bottle aside.

"You're gonna need more than that." Spitfire said softly. Lily blinked in return and unceremoniously dumped more lotion, using almost half the bottle. The thick, pink goo threatened to spill over. "There ya go." Spitfire closed her eyes, readying herself. Lily allowed herself one more moment of hesitation before tipping her hand over, catching half the mound of lotion, while the bits inbetween both her palms dripped downwards onto Spitfire's twitching, heaving chest. "Aah!" She gasped, inhaling deeply.

"S-sorry!" Lily flushed.

"No, it's fine. Cold." Spitfire grinned as Lily giggled like a little girl, taking one last moment to look over the abused, marked skin before setting to her task... "Oohh, that's the stuff..." Spitfire groaned as Lily smooshed the lotion into the skin, the blush on the changeling's skin darkening as she slowly spread the pink, thick viscous goo all over... It was one hell of a mess. Once the liquid met warm skin, it turned less into a sticky sort of goo and began to melt into a liquid... Lily's hands started out slow, but soon were caught up trying to catch all the bits of dripping, pink liquid as they spread.

"Shit." Lily groaned as the mess slowly began to get out of control. Spitfire chuckled, making some of the smaller puddles of liquid spill over and spread over her chest even more.

"It does that. Don't worry about the drips, just focus on massaging what you can in. Oop, almost forgot." Spitfire lifted her hips, her hands working at pushing the waist of her tight uniform down. Lily realized as the avian struggled to remove the bunched, sheer fabric, that she wasn't wearing any panties underneath... "If I don't, it gets messy. This stuff stains pretty bad." Shamelessly, Spitfire lay underneath Lily's hands, her feet kicking the uniform off completely. It fell to the floor in a heap, leaving the brave captain of the Wonderbolts one hundred percent naked underneath Lily's careful ministrations.

Lily was sure her cheeks would light on fire if she blushed any deeper. Almost as if on que, though, the lotion reduced into a pink liquid, leaving a sheen on the taut flesh of Spitfire's breasts. More of the liquid dripped down the avian's flat stomach, puddling in her belly button, dripping off her sides to land on the paper, the surface of the examination table. Per the avian's request, Lily focused on rubbing the liquid into the damaged area, watching as the liquid began to thin out, to dissipate... Meanwhile, the scent of Lavender and Honeycomb filled her nostrils, even with as overpowering as it was, it wasn't unpleasant... Lily rather enjoyed it.

What had started out as tending to an injury was slowly turning into a rather pleasurable experinece... Spitfire's breasts originally had been rough and uneven, depressed in parts like wearing a tight pair of jeans for too long... Corduroy marks, that's what they were called... Now, the flesh on Spitfire's tits was smooth and soft, even... Her nipples shrunk in size, no longer the almost grossly-large areola that they had before... Instead, they were roughly quarter-sized, the nipples a healthy darker skin tone than the rest of her flesh.

"That feels so good..." Spitfire moaned, relaxing at last. Lily's hands tingled, feeling sensitive thanks to the magic of the lotion. Spitfire had to have been feeling ten times better than before... Not to mention she could breathe without cracking a rib now. How she ever kept up with the other Wonderbolts, LIly could only guess... Still, Lily was happy to help, but a thought struck her.

"Hey Spitfire?" She asked, wiping up stray puddles of pink lotion and rubbing them in until they disappeared.

"Hmm?"

"Do you stay taped for public appearances, or anything like that?"

"Oh fuck no, are you kidding?" Spitfire chuckled, making her chest jiggle just a little. "We usually wear thick clothes, hoodies and coats and whatnot. No one can really tell."

"Does anyone ever ask you why the heavy clothes?"

"We just tell them it gets really chill at high altitudes. Which it does. One time, though, I got asked if I got TOO hot wearing all that... I told 'em I'd rather be too hot than too cold... Trust me, a good amount of people know about my chest. Just not a WHOLE lot..." Spitfire's mouth opened as Lily scooped another small puddle from the avian's stomach, making Lily smile at the expression she got. "Ticklish." She admitted with a blush of her own.

"Oh?"

"Don't you dare- HEY! BAAAAHAHAHAHA! STOP! STOPSTOPSTOP!" Lily assaulted Spitfire's ribcage, her fingers flying over the taut, ticklish skin as Spitfire writhed and fought at her hands. Lily grinned and pressed on, her hands and arms like snakes as she weaved through Spitfire's feeble attempts to bat away her tickling digits. "Stoppit! Lilyyyyyy! AHAHHHAHAHAH!" In a moment of compassion, Lily stopped, just laying her hands flat on Spitfire's ribcage, just beneath her breasts. Spitfire chuckled and breathed heavy for a few moments, her lips split in a grin. "I swear, you tell anyone else about this, and I will end you." She groaned. Lily just chuckled in return and leaned into give Spitfire's cheek a soft kiss. "Hey now."

"Hmm?" Lily said innocently, giving Spitfire's ribs a teasing squeeze.

"I said you could rub the lotion in. Never said you could kiss mee-ee-hee-hee..." Spitfire's words trailed off as Lily's lips moved down, pressing into her collarbone. There was some lotion leftover, and Lily felt the tingle of magic against her lips... Spitfire groaned inwardly, her hips writhing on the table now... "Lily," She panted soflty, chest heaving now. "Lily, seriously, stop..."

"Whatever for?" Lily teased again, her hot breath washing over the fine hairs on the nape of Spitfire's neck. The muscular avian shuddered, her hands falling to grip the edge of the table.

"Because," She groaned, eyes rolling shut. "This is SO not the place to do this in..." She slowly sat up, the remainder of the lotion gliding over the smooth curves of her slender body. Lily watched, entranced, as the remainder cascaded over her flat stomach, down to her crotch... "Come on," Spitfire said softly, nodding towards the door. "I know a place... Not far..." She slipped off the table, indicating Lily should follow. She did willingly, content to watch the firm muscles in her ass jump with each step... They went back to the locker room, the other girls all gone now. Spitfire stepped into the shower for a moment to rinse off the lotion, and when she emerged again, her skin was smooth and whole once more, looking healthy and tanned. Lily was envious, if only just a little... Spitfire was an entrancing woman. She watched as the avian passed on bra and panties, pulling a loose hoodie over her head and poking her wings out of the holes in the back. She pulled on a pair of jeans, buckling the belt around her waist.

"Where to?" Lily asked, still wearing her tight black top and shorts. In Dancer's slender, flat body, she was a twig compared to the powerful, muscular, curvy form of Spitfire... The captain smiled at her, leading Lily down another, separate hall. She saw they were on the field now, where the performance had taken place. Stragglers sat on the benches, a few of them dotting the massive grandstands here or there. Spitfire spread her wings and flapped hard a few times, lifting her frame off the ground and into the sky smoothly. Lily followed after, both her and the effectively-disguised Spitfire passing any notice from the stragglers. The day was waning slowly, the sky a molten gold on the West horizon, and a deep purple on the East... Spitfire winged slow and easy, probably moving slower on account of Lily and her own lack of support. True enough, Lily thought she saw the avian's hand rise to her chest more than once...

"Here we go." Spitfire turned into a wide turn, spotting what she wanted. Lily followed her as the avian dipped underneath a wide, low cloud. In a puff of moisture, though, she disappeared.

"Another one?" Lily said softly. It was similar to the cloud Dash had taken her to before their own passionate night of heavy lovemaking... She had actually enjoyed sleeping on the cloud with the fledgeling Wonderbolt. Inside the confines of the cloud, Lily had felt surprisingly warm and comfortable, like floating on a very soft mattress. She followed Spitfire into this cloud with ease, stretching out flat as she glided inside. Unlike the other one, this cloud had a very low cieling, the most one would be able to do would be stand at a low crouch. Spitfire was on her hands and knees as Lily landed with a soft 'Oof,' next to her. To her surprise, Spitfire wasted no time in setting in on the shifted changeling.

"C'mere." Spitfire said in a low tone, groaning as she straddled Lily firmly. Lily gave a soft gasp of surprise as Spitfire's slender hands began pushing her tight black shirt up. Flushing just a little, Lily raised her arms and wings over her head as best she could, using a quick flick of her wing to toss the skimpy fabric aside. Her vision was obscured for a brief moment as Spitfire stripped her shirt off, but when she came back, she was greeted with the avian captain's large breasts right in her face. "Lick 'em." Spitfire commanded, running one hand over Lily's smooth black hair to the back of her neck, pulling her open lips tight against the already-hard nipple. Lily didn't need a second demand. With a soft groan of desire, she took the nipple in her mouth, sucking for a moment before letting her tongue trace tight circles around it.

"Mff..." Lily groaned, making Spitfire throw her head back. Her hair cut long lines through the cloud above them, collecting condensation that slapped the wet strands against her back. Knees digging into the cloud on either side of Lily, Spitfire pulled the tie loose on Lily's hair. She felt the tightness leave her scalp as the braid was undone, letting her own long, waist-length hair fall to the small of her back... Apparently the intrinsic magic that kept Avians afloat on clouds didn't apply to hair... Lily felt the strands weight down with moisture as they fell through the cloud, getting steadily wetter... Just like the flesh inside Lily's mouth. Caution to the wind, Lily was practically drooling against Spitfire's delicous cherry nipples, enjoying the almost mettalic tang of sweet flesh against her tongue... She still smelled like the lotion.

"HNN!" The hand caught her by surprise. Lily was caught up in licking and tasting both of Spitfire's delicious nipples when her partner smoothly pressed a single finger to Lily's core through her tight shorts. Shuddering at the pressure through the skin-tight garment, Lily couldn't help but release a throaty gasp against the wet flesh against her lips.

"Ya like that?"

"M-more!" Lily groaned softly, returning her mouth to Spitfire's heaving chest. She was not disappointed when Spitfire quickly plunged a hand under the waist of her clingy shorts, sliding low and fighting the tight fabric. Lily squirmed her hips, helping Spitfire push her pants and tight panties off. Freed from the fabric, Lily readily spread her legs, giving Spitfire's eager fingers access. Lily's chest tightened as the first soft brushes against her wet slip sent a tight pulse of pleasure through her frame. Her own hands quickly fell to Spitfire's belt, pulling the tongue free with a slapping sound The clink of metal-on-metal sounded, and the fabric suddenly loosened around Spitfire's waist. Lily felt her stomach quiver as the changeling's hand slid under the waistline, feeling Spitfire's smooth, shaved crotch.

"Take 'em off..." Spitfire gasped, her mouth open with ragged, panting breaths. Lily's fingers flew as she pushed the zipper down, popped the button... Spitfire lifted her hips, letting the changeling push the denim fabric down as far as it could go. Smooth as can be, Spitfire tangled their legs together, her thigh riding high between Lily's legs, grinding her sensitive core against the muscular flesh of her companion's leg... Lily panted and returned the gesture, her own slender leg pressing against the wet slit inbetween Spitfire's thighs... Together, both women started moving their hips...

"Haahh..."

"Ah-ah... Aah!"

"Hnn! Oooohh..."

"That'sssssss AH!" The pleasurable moans emenated by both women only made Lily want it more, her body slowly rising to orgasm...

"S-spitfire..." Lily panted, her eyes slowly closing. She arched her back with each smooth movement of her partner, slowly coming up off the cloud inch by inch...

"M-me too. Come on." Spitfire panted, leaning in to press her lips to Lily's craned neck. In response, she got a bit of firm pressure from Lily, her leg riding higher still. Spitfire gyrated her hips up and down, leaving a glistening trail of arousal against Lily's thigh. In a flash of movement, Spitfire mashed her lips tight against Lily's, both women's lips pressed into thin lines as they gave throaty, passionate groans. The pleasure ripped through Lily's entire body, made her quiver in a combination of cool condensation and hot pleasure.

"Haaahh..." Spitfire broke the kiss first, her cheeks flushed as she settled her weight agianst Lily... Despite her large chest and curvy rear, Spitfire was surprisingly light... She couldn't have weighed much more than Lily in her natural form... Dancer, however, was just a little too slender to handle it without a bit of discomfort. Smooth as can be, Lily rolled over on top of Spitfire, giving the avian plenty of time to tuck her wings against her back. Lily sat up, one leg still looped through Spitfire's... Slowly, she leaned back, back, all the way, her leg swinging out until she and Spitfire were both reclined on their arms. The slick wetness pressing against Lily's own center told her she had nailed the position... This way, she and Spitfire could grind themselves against one another for a far more pleasurable effect. Spitfire caught on with a devious smile, coming up on her arms with ease. She was the first to push her hips forward, but was quickly met by Lily, both women with dripping wet hair that clung to their backs. Lily rolled her head forward before flipping it back, her long, luxurious black head of hair whipped upwards, catching the top of the cloud, spraying wetness all around.

"Aahn!" Spitfire groaned in a totally non-captain like way, her stomach quivering as she fought to grind harder against Lily. The changeling returned with just as much passion, panting as she felt the post-orgasm fog burn away and leave behind blessed, wonderful lucidity. "Harder!" Spitfire grunted, her eyes closed as she focused on FEELING the woman against her, rather than see her... Lily did the same, seeking that pace, that wonderful connection when two women connected on a level that was beyond words.

They fell into it easily, bodies working so smooth and easy against one another. Slowly, the pace increased, grinding their hip bones and slick holes together with ease. Lily found the swollen, exposed button of Spitfire's clit with her own, and began hitting it with the sort of ease that shouldn't have been normal... Lily gasped and arched her back, grinding a slow circle around Spitfire's apex with ease. Both women were brought to a wordless, shuddering orgasm almost immediately...

"Fuck." Lily's arms gave out as she fell onto her back, chest heaving from the exertion. She was dotted with sweat and condensation, and just like when she and Dash had slept together, the inside of the cloud was warm... Almost hot. Spitfire, on her back as well, just let Lily's legs stay tangled with her own. Both of them were panting, blinking, looking up at the steadily darkening interior of the cloud.

"Well, well..."

"WHAT!" Lily and Spitfire both jerked up, searching for the new, intruding voice. The top half of Rainbow Dash hovered at the entrance to the cloud, her wings swirling the fog around with ease. She had her arms crossed over her flat chest, grinning at her captain and her friend.

"Dash!" Spitfire gasped, halfway between angry and embarassed. "Whattaya doing here?!" Dash patted the side of the cloud with a hand twice, grinning at them.

"This is a stratus-cirrus cloud. Not a cumulonimbus. As such, it probably shouldn't be raining..." Dash teased, slowly flapping forward until she could look at both flushing women closer. "What, I wonder, was making that rain that's falling on my head while I'm out for my post-performance cooldown?" Indeed, Dash was still wearing her uniform, but that was rapidly changing... Her fingers reached behind her, pulling the thin zipper of her outfit down her spine with ease.

"Dash, I-"

"Shush, captain." Dash teased, the fabric loosening around her shoulders. She shrugged out of it, working on the zippers for her wings next. Her flat, toned chest was soon exposed, the fabric falling down her torso to bunch at her waist.

"Look, I-"

"I know you don't fool around with team members." Dash cut her off again. "But I don't think you've got a lot of room to deny me right now." Dash sat on her knees near the entrance, pushing the tight uniform down her waist. Lifting her knees for a moment, she pulled the outfit completely off, now just as nude as the other two women present.

"Oh, you suck..." Spitfire groaned. Lily could feel the busty avian flex her core muscles, their crotches still pressed together. She was already aroused, just from watching Dash undress... Lily had to admit, she was getting there, too... Dash, clearly, felt the same way, as when she tossed her outfit to the side, the crotch had a slightly dark stain on it... Lily gnawed her lip in anticipation, and was not held in wait for long. Dash descended on both women, roughly pushing them both onto their backs. There was a moment of adjustment before Lily and Spitfire stretched out next to each other, legs spread wide with Dash between them both.

"Hmm... Two juicy pussies just begging for it..." Dash groaned, licking her lips. Her tongue wasn't idle for long. She rose both her hands to that tight mouth, two fingers from each hand sliding in. She sucked on all four, her tongue obviously coating them with saliva. When she pulled them out, they were indeed glistening with spit, and Lily felt her press two fingertips against her pulsing lips. Smooth and easy as could be, Dash glided four fingers into two holes, spearing both avian women before her. Spitfire gasped so hard her breasts shook. "Captain?" Dash said quizically, looking worriedly down at Spitfire.

"F-fine!" She grunted, eyes fluttering. "B-been a l-long time s-since I... I've had anything... Inside." She panted and flexed harder, making Dash smile in return.

"Relax." The rainbow-haired avian leaned over and kissed Spitfire's stomach. "This is gonna be good." Spitfire sagged back into the cloud, cheeks flushed and her skin dotted with one form of moisture or another... The cloud seemed to cling to all women present, wrapping around them just a little where they made contact... It felt like it was hugging Lily, and where her ass sank into the cloud, it seeped into her crack, putting just a tiny bit of pressure on her rosebud. The feeling was cool, addictive, and oh so sensual... Like she was being hugged by the cloud. Dash, meanwhile, moved her fingers in and out of both women slowly, making them writhe and groan beneath her. Lily was still trying to recover from the previous two orgasms... Thoroughly warmed up, both women weren't going to last long...

"Dash!" Spitfire gave in first, lifting her hips powerfully. Dash rode with it, her fingers still buried inside of the captain's pulsing womanhood. "AAHN!" Pulling out at the last moment, Rainbow Dash smoothly spun Spitfire's clitoris in a circle, making the quivering avian let loose in a pure, unbridled scream of passion and fulfilled desire. Apparently, it really HAD been a long time... Lily wasn't far behind. Now that Spitfire was done, Dash turned her attention to Lily, using both hands to spin her clit and search for her g-spot. Lily surprised herself as she came. Throwing her head back, Lily buried her hair into the wet cloud and came hard, gasping as Dash's fingers relentlessly twiddled her clit back and forth.

"Alright, girls." Dash hardly gave Lily a moment after her own orgasm before grasping both Spitfire and Lily's wrists. "About time you returned the favor." Lily blinked, feeling Spitfire's hand bump against hers a few times, all the while both of them being touched by something VERY wet...

"Oh, fuck yeah!" Spitfire said eagerly, grinning over at Lily. Eagerly, the muscular avian captain set in on Rainbow Dash's dripping hole, grinning as her fingers slid in with ease. Dash groaned with a sort of fulfilled desire, only to let it escalate in to a throaty gasp as Lily joined in on the fray. The inverse of what Rainbow Dash had done to them, Lily and Spitfire worked together to push four fingers inside of Dash's pulsing walls. They started with two, just one apiece, before Spitfire slid a second of her own in. Leaning over to give Lily a teasing lick on her cheek, she urged the changeling to follow suit. Lily was thankful Dash was already so wet, or else pushing her second finger in would have been a chore... Instead, she and Spitfire both fit two fingers inside Dash, spreading the tight avian apart with ease.

"G-guys!" Dash groaned, her back arching. "NGH! That's... TOO tight! Aahn! I'm... I'm... HUUUHHH!" She inhaled a heavy, throaty gasp as Lily and Spitfire simultaneously flexed. "FUCK!" Arching her back, both hands grasping the two wrists guiding the fingers inside of her, Dash let loose with her orgasm, her thighs quivering as she came nice and hard. Slowly, waiting for Dash's quivering, pulsing sex to relax, Spitfire and Lily pulled their fingers out. Dash watched, though, as Lily pushed the same two fingers into Spitfire's lips, and Spitfire did the same. Both women sucked eachother clean of the fleet-winged avian's love juice, which only got her going again. Soft pants sounded from before two prone women as Dash returned her fingers to her stretched core, teasing her clit to make herself flex... She tightened up, feeling pleasure as she watched their pink tongues gingerly lick one another clean...

"C'mere, Dash." Spitfire panted, Lily's fingers stretching a thin trail of saliva between her mouth and the glistening digits. She needn't a second request... Dash smoothly straddled Spitfire's face, the busty avian grasping Rainbow Dash's tight ass as her hungrily set to work. Dash gasped and arched her back, mouth open with pure pleasure. Lily groaned and sat up on her knees, rising so her head was just on level with Dash's. Pulling the avian around for a firm, tongue-filled kiss, Lily grasped one of Spitfire's hands and gently guided it inbetween her legs... Dash's hungry, slender tongue filled Lily's mouth as fully as Spitfire's fingers did, both gliding in and out, around in circles, pressing to different areas... Lily could feel each of Dash's breaths pulse into her own open mouth, the taste making her eyes roll back in her head. She lost track of who came first, if it was Dash or Lily, but it was good... Very good. Spitfire didn't appear to be done with her teammate, though, so Lily decided to take a break and pay some attention to the busty captain.

While Dash kept her hands and mouth occupied, Lily's own hungry lips pushed inbetween Spitfire's legs. The captain opened up completely, spreading her legs wide as she gave the hungry changeling access. Lapping at her dripping slit, Lily lost herself in the act. She could care less about technique or moderation, she was just so hungry... Hungry to give and get pleasure, hungry to please, hungry to taste the sultry, eager captain... The next time Lily managed to open her eyes, she couldn't see a thing... Nightfall had come, and it was dark everywhere outside of the cloud. The three women were so wrapped up, they had made sweet, wet love into the night. Stars and moonlight were all but completely blocked inside the cloud, they were alone in their own dark haven. Lily was tapped. Five orgasms in, all of them powerful and muscle-clenching, she was lathered in sweat and condensation.

Flopping tiredly on her side, she was only idly aware of Dash and Spitfire doing the same. They all groped blindly for one another, finally making contact in one way or another. Aloosely held hand here, a twined leg there... Lily was sure her head was resting on Spitfire's hip... Breathing heavy, eyes closed since there wasn't anything left to see, all three women just... FELT. Until they felt each other in their dreams.

----------- Notes from the Author -----------

Not gonna lie, this one took me a while to write. I'm not sure if it's because I'm losing my touch, or I just spent too much time on the story, the buildup... More than half of it is the Wonderbolts performance... I struggled quite a bit, and at the end, I'll admit I rushed. Most certainly not my best, but definitely not the worst, either... I'm looking at the Aloe/Lotus chapter...

A special thanks to Grimman007 and A Brony Life 42 for their understanding and letting me combine their requests. Normally, I'd have given them both separate chapters and have been happy to write them both... But in interest of time, I combined two similar requests into one. So I thank those two for their understanding.

I'm still determined to finish this story and get started on the others. Much like when I was writing A Different Kind of Love, I think once I get into some original content, things will flow much easier. I'm excited to get going on the next leg, if I can just bang out these requests for you guys. I thank you all for your patience and understanding, and as always, words of encouragement are HIGHLY appreciated.

Also, consider this a shoutout to Iroh. He's been a very supportive fan, the kind that makes me happy to write, and eager to present new material. It's fans like him that make writers like me proud to do their work, to continue creating, posting, and updating. So thanks, Iroh. You're a true friend.

Mountain of a Man

-------------- Request Chapter: Big Mac --------------

The following takes place several years after Maggie's has opened.

"Another one? Really?" Lily peeked over Maggie's shoulder as her manager scoffed, looking over a sheet of paper in her hand. "I swear, that's the fifteenth this week." She went to shred the paper, but Lily stopped her with a hand on her arm.

"Let me see." She said, taking the nearly-doomed sheet of paper. She glanced it over, catching a few key words that made her even more interested. She started reading in-depth. It was, essentially, a request to work for Maggie's. Currently full-up on women and backed up with reservations, requests, and guests, Maggie's was flourishing. Lily had fallen more into the role of a co-manager and less of a worker. She and Maggie had a good amount of contacts to speak with, meetings to arrange, and as always, the bank had an issue with the massive amount of cash they were making. Still, Lily managed to join the other girls now and then for a little fun. Though to be honest, it hadn't happened as often as Lily would have liked as of late. She finished reading the de-facto resume and sighed.

"Well?" Maggie said, sipping at the scotch she had poured for herself.

"I gotta admit, she sounds nearly perfect. I'd hate to say this, but do you think I could schedule... Well... An interview?" Maggie blinked.

"Like, fuck her? See if she's any good?" Lily blushed.

"Maybe not THAT, but I certainly want to meet her. She very well could replace Megan. Poor girl just doesn't have her heart in the work. Maggie nodded sagely and set her scotch down, now empty.

"I know what you mean. I'll have a talk with Megan, see if there's anything else she wants to be doing with her life. We can send her off in style, with all the extra cash laying around..." The bank wouldn't accept deposits of cash more than $5000 from one account in a day, so Lily and Maggie had contracted a security company to swing around once a day, take $5000 from their ever-growing stash, and deposit it at the bank. They were quite literally making too much money.

"You do that. I'll wait until she's decided to talk with this new girl. For all we know, she may very well not be interested by that time. Gimme some of that." Lily poured herself a shot of scotch and kicked her feet up, groaning inwardly. "I swear, I don't know how you do it, Maggie. I can't keep up with the kids these days."

"You forget, I'm much younger than you give me credit for." That's right... Despite the withered, cracked body, Maggie was hardly 40 years old. A serious cocaine obsession and neglect had left her a shadow of her former self. Lily sighed and leaned back, closing her eyes. She had been poring over the books the entire night so far, and her eyes were beginning to itch. Rubbing them slightly, she stood back up and downed the scotch.

"I'm gonna go check on the girls. I'll be back later." She said, smiling as Maggie waved her off. She slipped out of the office she and Maggie kept, padding down the stairs and into the lounge. As usual, things were lively. Guests that weren't off having fun in one of the rooms were sitting in here, chatting, laughing, enjoying the atmosphere. Since the recent success, Lily had put in a bar, giving the customers something to do while they waited for the next girl to show up. She found out, though, many guests came just to talk, laugh, and have a good time. Off in the shadows sat the burly security guard Lily had hired, a quiet man who handled guests that were unruly, made sure negligent customers paid their tabs, and generally kept things from getting out of hand. He gave Lily a slight nod as she glanced at him, indicating all was well. She smiled and slipped into the crowd, mingling easily.

"Lily! Come here, I want you to meet someone." She was pulled into a conversation with some businessman who was clearly more interested in the other girl than he was with Lily, though she did enjoy the conversation they all shared. She was actually in the middle of sharing a personal story from a few short years ago when a gasp drew her attention. Looking up, she saw what she guessed to be a boulder ducking in through the door. Then it stood up. All she saw was muscles, a head of brown hair, and more muscles. The big man spoke in a deep voice, one that Lily suspected shook the very foundations of the building.

"Ah'm lookin' fer Lily." He said. Everyone was quiet. The hulking mass of a man was easily 6' 10", 300 pounds... And all of it had to be muscle. Still, that southern drawl was hauntingly familiar... Lily slipped away from the group to approach the man.

"Big Mac?" She asked, smiling as the man nodded, his own lips curling into a grin of sorts. She looked him up and down, planting her hands on her hips. "Now what, pray tell, brings you all the way out to Canterlot?"

"Tha's a story fer a differen' time. Can ah talk with yeh? Privately?" He asked, leaning in just a little bit closer. Lily nodded and gestured down the main hallway, shooting a playful glare at the whispering people behind them. She and Big Mac moved down a few hallways to a room fairly well-removed from the others, slipping in and shutting the door behind them. Big Mac looked down at his feet and grumbled as Lily turned to face him.

"So I have to ask... Why are you here? I'd have figured you'd be working, or something like that. I mean, Canterlot isn't just right next door." Big Mac looked up with a sheepish smile.

"Truth be told, Ah'm here cos I need to get laid." Lily blinked. Twice. "Applejack went off on me fer messin' up the harves'... Found out 's 'cause I haven' been with a woman fer... Hell, ten years... She sent me your way. Said you cin help." Lily stood there, contemplating the repercussions of servicing Big Mac. He wasn't called "Big" without reason... Swallowing hard, Lily spread her arms slightly. Like it or not, Big Mac was a customer and deserved to be treated as such.

"Very well, Mac... Is there anything you'd like me to know?"

"Ah like gettin' rough... Bites, scratchin', stuff like that..." He admitted with a blush. "Ah cin take it iffen you can dish it out, jes... Well, I'll be more gentle than usual." Lily smiled and advanced to lay a hand on his scruffy cheek.

"Don't you dare hold back on me, Big Mac." She said softly, standing on her tiptoes. He leaned down, and their lips met for a rough, delightfully scratchy kiss. The way they were angled, Lily had to strain to reach his mouth, and he was bent over quite a ways. Still, she could feel his desire within his pants, large and ready. Her hands slid down inbetween them, eagerly working at his belt buckle. He helped, popping the catch through the hole and unbuttoning his jeans. Lily broke the kiss, her lips pressing against his chest. Much to her surprise, his big hand lifted to run through her hair. Lily had no doubt the big man could be gentle if he really wanted to... That wasn't the goal tonight, but she had no doubt he could.

"Wait, wait..." Mac groaned, gently pushing her away. "Cin... Cin we take our clothes off first? Ah don' like fumblin' around with underwear when ah wanna get to it..." Smiling in her devious way, Lily just stepped back and started pulling her dress off. Big Mac started popping buttons on his flannel shirt, as his jeans had already fallen to the floor. It took them a short while, but soon enough, both were standing perfectly nude before the other. Lily with a smile, Big Mac respectfully averting his eyes. Gently, Lily reached her hand up, turning Big Mac's chin to her.

"You can look at me, you know." She teased, leaning forward to kiss his hairy chest. He was extremely well-toned for such a big man. Usually, a man of his size would have had a rather large gut. Not true with Macintosh. He sported a tight 6-pack and firm pectorals, bulging biceps, and all-round firmness. Lily shivered at the sight, the feel of him. Truth be told, she was a sucker for a hunky guy like him. Those big, muscular arms wrapped around her, lifting her off the floor like it was nothing. She squaked slightly, laughing as he kissed her neck on the way to the bed. When he laid her out, it wasn't the rough toss she had been expecting. Smoothly, he laid down at her side, his weight making the bed creak. She turned into his embrace, their faces now on an equal level. Never mind that her feet barely extended down to his knees, they could kiss normally now.

And oh how they kissed. His lips were only slightly chapped, and actually felt rather pleasant against hers. When he opened his mouth, even his tongue was more muscular than usual. It moved with finesse, though, only using force when he wanted to move deeper into her own mouth. Where he was big and strong, she was agile and flexible. She would show him soon enough. That is, if the pressure against her thigh had anything to say about it. She hadn't taken very long to look at it before, but now, the thick rod of flesh pressing against her was almost too disctracting. One more tongue-filled, moaning kiss later, she was pulling away, pushing him onto his back. She just had to get a feel for how big he really was. She pressed a kiss to his chest before sliding her lips all the way down, making sure to linger on his flat, toned stomach for a moment. The response she got was actually rather surprising. Big Mac, true to his clipped statement earlier, pushed her further down with two hands on her shoulders. Her vision was filled with him, suddenly, the massive throbbing shaft quite the spectacle.

"Holy shit." She breathed, trying to take it all in. How the fuck was she supposed to lick this? It'd take two hands to even wrap around the thing! Never mind that, how was she going to put it in?! Swallowing hard, she glanced up at him, just as he looked down at her.

"Is it...?" He started, but she cut him off with a shake of her head.

"No... Not TOO big... And you forget, I'm a changeling. Worst-case, I'll... Well, you'll see when we get to it. But I can't change my mouth that easy. Do you still want me to...?" When he shrugged and laid back, she took it as him saying 'sure, why the hell not?' Working up some saliva in her mouth, she hesitantly pushed her tongue out and dragged up the underside of his shaft. The whole process took a lot longer than normal, and she had to breathe halfway through. The groan she got in return, though, was worth it. Smiling, she wrapped a hand around him, surprised it even fit. She had to stretch slightly, and using only one hand meant she had to squeeze to get her fingers to touch together. Still, she managed it, and slowly began stroking him up and down. The reaction was one to remember, his face screwing up as he fought to hold it back. Apparently, ten years was a long time to go without.

"Close?" She panted, her hot breath washing over his stomach, his shaft. He nodded and writhed some more, flexing powerfully. The force of it actually pushed her hand away. She kept stroking, though, urging him on. "Don't hold back. Let it all out." A few more smooth, even strokes and it happened. Lily nearly gasped as she felt the first jolt of hot cum hit her chest. It splashed against her bare breasts audibly, the ricochet landing on his stomach. Even more came out after that, gushing and spurting onto the sheets, her stomach, his stomach, his thighs... Goodness, he had really been holding back. Smiling, she wiped a strand up and licked it experimentally. The taste wasn't all that bad, but certainly not that good, either. She made a mental not not to let him cum in her mouth. Not that he could ever fit in there, anyways. Smiling, she walked up until she was straddling his waist, still holding his throbbing shaft gently.

"Ah'm good. Keep goin'." He breathed, his hands resting on her sides. They almost reached up to her breasts. She felt like she was not making love to a man, but a mountain instead. She was already quite wet from the whole ordeal, let alone the feel of his sticky cum on her flesh. His head brushed against her wet lips, spreading the juices around. He was still really hard... She had to be careful not to hurt herself. Slowly, she pushed herself down onto him, taking a moment to change herself downstairs so she was more loose, easier to take him... Nothing disproportionate, but certainly not as tight as she was normally. It was a tight fit still, and it took a lot longer than it really should have, but soon enough the head of his member parted her lips, started gliding in ever so slowly...

"Oh... Fuck." Lily groaned, feeling him slide deeper. Not only was he thick, but long as well... Though she supposed if he were... Well, normal-sized, it would have been an average proportion. Still, the flooring matched the drywall, as it were, and she found herself struggling to fit all of him. Nope, not gonna happen. She wasn't even able to settle fully on her knees. He was all the way in, resting against the very depths of her womanhood, and still had at least three inches to go. "I-I can't... Ngh, go any... AAH further." She panted, the waves of pleasure and subtle pain pulsing through her in equal measure. "It's... Oh my... I'm gonna cum already..." It was an entirely different sort of pleasure, the kind she was feeling now... The type of being filled up so completely, overflowing, even...

Big Mac sat up, his muscular hands lifting her up just an inch. The pleasure subsided as he pulled out marginally, but quickly returned as he pulled her down once more. A small bit of him slipped in, she felt her very insides stretching as another quarter of an inch of his massive cock pushed into her. As requested, though not entirely by her choice, she dug her nails firmly into his shoulders. The groan she got in return was one hundred percent pleasure.

"Gonna... Cum..." She panted, feeling him repeat the motion once again. He was pushing deeper with each thrust, but only marginally, stretching her out, working his way inside. She dragged her nails down his chest, gasping as her orgasm gripped her. Pleasure thundered through her veins, punctuated by the tingle of blood loss in her legs. He was so deep, so hard within her, he was actually cutting off the circulation. Shivering and moaning, she repeated the motion with her nails, more firmly, leaving stark white lines across his chest. He grunted as she inadverdently flexed, cutting off all movement within.

"S-stop." She whimpered, her skin breaking out in a flop sweat. "I-I can't AHN!" She gasped as he pushed in anyways. It was either relax or get hurt, so she let it happen, surrendering to him. Her hands clamped his shoulders, eyes closing as the pain hightened, but so did the pleasure. She was pushed to the edge, breath caught in her throat as he started thrusting again. He was relentless. She was able to relax and wrap her mind around things as he laid her out on her back, spreading her legs further with an insistent hand. She allowed him, thankful for the few moments she had to readjust underneath him. Finally ready for more, she was not disappointed.

"HNN! Oh, FUCK!" She gasped, feeling him start to slide in and out rather rapidly. Subconsciouly, she thanked herself for being so wet... Otherwise, this would have been an incredibly painful and difficult experience. Instead, it was actually kind of... Nice. While he was firm, he wasn't really pushing her boundaries. She felt comfortable moving on each time, though it certainly came as a shock whenever he pushed deeper than he had been. Feeling warmed up, relaxed, ready for more, she realized he was pushing in all the way to the shaft now. She was taking it all... A woman maybe half his size, and she was able to handle it. She hadn't even changed, not since the first time... He was just very good at spreading her apart. One leg up on his shoulder now, he leaned forward, towering over her as he started sliding in and out.

"Is it okay? Cin I cum inside?" He asked a few short moments later. Lily nodded, her arms stretching over her head. She couldn't really speak, outside of unintelligible animal moans anymore. She gave a few more of those now, grunting with the effort of not cumming herself. Ultimately, she failed... Just as his massive shaft started pulsing another huge load deep into her, she released herself. Usually, she would tighten up, her muscles straining, toes curling as she came. She couldn't do that with him inside of her... Instead, she let it loose, and gushed a massive, squirting orgasm against him. He rode it out, holding his pulsing shaft inside of her as she spurted and leaked out around him.

"Fuck." She breathed, the only word she could really formulate in the moment. He slid out, pulling a few thick, gooey clumps of seed with him. She felt more of it leak out, staining the sheets, puddling underneath her oozing crotch. She sat up on shaky arms, feeling the swirling, gooey mess inside of her shift and move. "I mean, really... Fuck..." He was breathing heavy, but not quite sweaty yet. Not like her. She felt exhausted already, and she had really only been on the recieving end. Still, he was hard, and appeared to be ready for another. Something to be said about endurance in addition to strength and size. She looked up at him just as he got it in his head to do another.

"N-no, Mac! No! NO!" She started to fight him off, but he muscled through it, grabbing her arm and pushing her down onto her stomach.

"Stick yer ass up." He grunted, one hand pushing her face down into the sheets. She squirmed, but he twisted her arm behind her back. Crying out, her back arched, which inadverdently pushed her rear up into the air. He scooped one hand underenath her rising hips, pulling her upwards. She turned her head to the side, about to scream at him, when he pushed into her once more. This time from behind. It was a lot tighter than before, but she had quite a bit of lubrication still inside of her. Oozing more of said lubricant onto her thighs and the already-stained sheets, she whimpered as he went to town. Thrusting smooth and deep into her pulsing center, Mac really let the wheels come off. Each thrust slapped his sac against her clitoris, punctuating the rough motion with a lancing bullet of pleasure. While it was rough, it wasn't painful... He slid in and out, filling her, depleting her strength reserves, but not hurting her. It was rough, it was sweaty, it felt like it lasted forever, and for the sweet love of Celestia, it was fucking amazing.

Fifteen minutes and one grunting, shuddering orgasm later, Lily felt Big Mac pull out and shoot his third and smallest load all over her rear, her lower back, and onto her thighs. Small was an understatement, it still dripped down her skin in rivulets, but it wasn't nearly as large as the first. She collapsed, the strength gone from her muscles. He slid down next to her, smelling of sweat and sex, his chest rising and falling smoothly. One hand scooped her up, pulling her half onto his chest as Mac quickly slipped off to sleep. Lily was so tapped, she couldn't move, couldn't do anything but join him. She could have slept on a bed of jagged rocks and stone, and still rested as much as she did. In comparison, the rumbling snore of Big Mac lulled her off, and she slept extremely well.

When morning rolled around, she woke up alone, the sheets stuck to her flesh. She peeled herself apart and went to sit up, but got dizzy right away. There was, mysteriously, a pitcher and a glass of water next to the bed, in addition to an envelope. She managed to sip at the water and rest until she felt strong enough to stand. She did so shakily, still not entirely recuperated. She felt sticky, smelly, but above all else... Surprisingly sexy. Limping on a numb left leg, she managed to make it into the nearby bathroom, where she filled the tub with steaming hot water. A long soak and scrub later, she felt much better. Another glass of water made it's way into her system, and she left the bed to be cleaned later. She did, however, take the envelope. She was loathe to think of how they would proabably have to replace the mattress... Whatever time it was, there was no one in the halls as she went back to her room and dressed. When she went to the lounge, the usual morning crowd of girls stretching and relaxing was there, all of them joking about last night's endeavours. Maggie brightened upon seeing Lily.

"Heard you took that big guy in last night. How was it?" She asked. The rest of the girls looked at her with devious smiles. Giving a tired, sheepish grin, Lily tossed Maggie the envelope and collapsed onto the couch.

"I could tell you how I had trouble walking, how I'm dehydrated and exhausted, how he was so big none of you could possibly have handled him... In short, Maggie, I'm going to tell you that he came three times and left a happy customer." Lily twirled a hand in the air above her as she stretched out, groaning as the feeling slowly began to return to her legs.

"I'll say. Take a look at this." She pulled a massvie stack out of the envelope, waving it back and forth. Lily counted at least eight bills, and all of them looked to be hundreds.

"Is that...?"

"A thousand dollars. Twice even our most expensive price." Maggie answered the question right away, smiling at her.

"Fuck me...."

"I'm guessing he did!" They all had a good laugh as Maggie replaced the cash in the envelope and went off to file it. The rest of the girls started asking questions, laughing at the tired, half-baked replies Lily was giving them.

"It was like..." She paused for a moment. "It wasn't like fucking a man... It was like having sex with a mountain. A very large, aggressive mountain, but a mountain nevertheless." She groaned, closing her eyes.

"Lily?" One of the girls aksed. Lily grunted but remained somewhat quiet overall. "I think she needs help."

"I'm fine..." Lily managed, waving weakly. "Just... Gonna sit out the next few nights..."

"Why's that?" Maggie asked, returning to her spot, envelope and payment gone.

"Let's see you fuck a mountain and stay tight." They all laughed.

Definition of Dominance

--------------------- Request Chapter: Big Mac and Twilight ---------------------

The following takes place a month or two after the events of "Mountain of a Man"

Lily flicked the picture held in her fingers, glancing between it and the man before her. "So let me get this straight..." She said softly, looking up at him more solidly now. His keen green eyes met her own, blinking once. Twice. "You want me... To shift into her, then... For lack of a better word, rape you?"

"Eeyup."

"No holds barred, no underheanded 'Secretly going to use superior strength to turn the tables' trick to turn this around?"

"Nope."

"Huh... Well, let's get to it, then." Lily left the picture of Twilight Sparkle on the table and beckoned Big Mac out of her room. The big man had visited once before about two months prior, and had surprised her when he visited once more. This time, though, he asked if he could just talk in private. Expecting Big Mac was there for some wholesome conversation and a little company, Lily figured they were just going to talk. She had had no issues bringing him into her personal living space. But when he produced a picture of Lily's friend and secret dominating lover... She knew that was no longer the reason for his visit. In fact, this was rapidly dissolving into anything but a normal visit. Never one to deny someone in need, Lily escorted the lumbering man deep into the building, down into the dark halls that were normally reserved for Princess Celestia, Twilight, or the seldom other guest who wanted something... A little more rough.

"Here we are. I will tell you this, though." Lily stopped with her hand on the door. "As soon as we step through this door, it begins. I drop the act and get down to brass tax. You understand full well you may be injured, pushed to your limits, and, well, be pressured to experience things you have never even had the mental capacity to consider before?" Big Mac wasted no time in nodding, his expression serious. Lily didn't even know how to handle such a big man...

"Right then." Lily slid into the room, the same she had taken Celestia to a few weeks after their establishment had opened. It remained unchanged since then, though the toys had obviously been cleaned and treated. This was actually the first time Lily had used it since then... Smiling to herself, she padded over to one of the nearby chests and flipped the lid up. "Strip." She commanded. Big Mac surprised her yet again by readily stripping bare, tossing his clothes into a pile by the door. "Kneel." He did as commanded, falling to his knees straight away. Lily stripped out of her own clothes, taking much care to fold each garment and set it into a careful pile. Mac's arousal was apparent with each glance she cast over her shoulder. Finally, she stepped out of her panties and rolled them into a neat bundle, placing them off and to the side of the chest with the rest of her clothes. Stretching in the cool air of the basement room, Lily started shuffling through the chest, making sure to bend at the waist so Mac could enjoy the show. She was starting to get worked up herself. Her petals glistened with arousal.

"Lily..." She wheeled around and smacked his cheek firmly. He hardly flinched, barely even turned his head. He didn't retaliate, though. Just looked up at her with silent eyes.

"Shut your mouth, slave. You will address me as either 'Master' or 'Mistress.' Understood?" She wrenched his chin up to look into her eyes.

"Yes..." He muttered softly.

"Yes, WHAT?" She squeezed his chin, her long fingers squishing his cheeks.

"Yes, mistress." Lily rewarded him by shifting into the object of his desires. Twilight Sparkle now stood in front of a kneeling Big Mac, smiling as she leaned in for a kiss.

"Good... You're learning." Even her voice was spot-on. The only thing missing would be Twilight's signifigant magical prowess. Then again, Lily doubted Big Mac was here for spells and levitation. She licked her lips at the sultry taste of his kiss, smiling as she turned her back and padded back to the open chest. Once more, she bent over, letting Big Mac enjoy the view. It had to be murder to watch Twilight bend over and not be able to do anything about it. Not that he couldn't, just that he wouldn't. Lily pulled a leather harness out of the chest, the type that dangled in an impossible-to-coneive-how-this-would-ever-fit sort of way. Of course, Lily had had practice with these things. She lifted Twilight's long, slender leg, using her foot to flick straps out of the way, slowly guide her way in correctly. She repeated the process for the other leg, drawing the whole thing up to fit snugly over her lower half.

Straps cris-crossed her legs all the way down to her ankles, leaving her feet bare but certainly not doing much to conceal anything else. The last straps hugged her thighs just above the knee, then slid up over her rear to the thick belt that cinched high on her waist, just underneath her belly button. She started pulling tongues through buckles, adjusting to Twilight's somewhat slender frame. Her crotch and ass were bare, save for the two straps that divided both cheeks evenly. Twilight had a toned, shapely rear, the type that wouldn't spill out around the straps. Instead, they hugged the firm curves, accentuating the shadowed area beneath her crotch. The rest of the harness lifted her c-cup breasts, making them stand up even more perky than before. It all led to a cat-collar around her neck, the bell tinkling as she tightened the rest of it up. Feeling wound-up and tight, Lily turned back to Mac, her purple hair whipping around her shoulder.

"Like what you see?" She asked, striking a seductive pose, showing off the profile of Twilight's ass.

"Y-yes... Mistress." Big Mac managed to add as she advanced on him. Smiling, she slowed, gently bending over. Her breasts were right in front of his wide eyes, her hands pushing back through his hair. He glanced up at her, but his gaze pointedly returned to her breasts. Raising one leg, Lily gently nudged his throbbing cock with her foot.

"Look at that..." She mused, still stroking his hair. "Already hard and ready. Do you think about me when you whack off, Big Mac?" Twilight's voice was low and seductive, the sort of sultry tone that was sure to arouse even the stoic Big Mac. Hair brushing her shoulders, Big Mac nodded his head and admitted with a weak moan that he did, indeed, please himself to the though of Twilight.

"Naughty little thing." She teased, pulling on his hair so he looked up at her. "Tell me what you think about doing to me, Big Mac. Tell me how you want to fuck me when you're stroking that massive cock of yours." What Lily would give to watch the REAL Twilight do this... She was getting REALLY wet going about this...

"Ah... Ah wan'..." Big Mac was panting, trying to form a thought. "Ah wan' to... To fuck you from behin'..." He admitted, shivering slightly as Lily pulled her foot away. Gracefully, she spun about, leaning forward to push her ass out in front of his face. He could only just barely see her glistening hole, Twilight's tight pucker... Looking down and between her legs, Lily saw his cock jump with an abdominal flex.

"Like this?" She teased, swaying her hips in front of his face seducitvely. "You want me to bend over, to beg for your cock as you ride me like a bitch in heat?" She teased.

"Y-yeah, Mistress..." His deep voice was heavy with eager breathing, his hot breath washing over her ass, down her thighs. Lily grinned and turned back around, her hands resting on Big Mac's shoulders.

"Then it sucks to be you. You'll be lucky if I ever even consider putting your filthy fucking cock inside this pure, tight pussy." She gave his cheek another firm slap and padded over to the still-open chest, pulling out a circle gag. She slipped around Mac's back, swinging the leather device around his face. "Open your mouth." She commanded. He pressed his lips together in defiance. Lily pulled the gag tight over his closed lips, pulling hard to wrench his head back. The firm circle pressed against his mouth, sealing them shut.

"MFF!" He gasped, hands raising to try fighting her off. She lifted her leg over his formidable bicep, quickly pushing his arm back down. Her pussy grinded against his shoulder, and she pulled harder.

"I said, open your mouth, slave!" Twilight commanded, pulling harder. Struggling against the pressure, Mac finally opened his mouth, allowing her to push the ring inbetween his teeth. The way the gag was designed, the ring would hold his jaws open, normally alowing a penis access to the oral cavity. Instead, Lily wanted his tongue free to do what she wanted. Buckling the gag around the back of his head, Lily gave his cheek another slap.

"And the next time you consider disobeying an order of mine, think twice." She fetched a long length of sturdy rope from the open chest, rubbig the silken cord over his cheek. "Let's make sure you can't use your arms anymore. Won't do to have you interfering again." She undid the knot holding the whole length together, tossing it around the bedposts. Mac was the perfect distance away... Looping the middle of the rope around the two bedposts, she left the two open ends dangling. One looped around his left wrist, the other around his right. She tied them off in a firm knot, smiling at her handiwork.

"Crawl forward." She commanded. Big Mac shot her a defiant glare, earning another slap. "I said, crawl forward. Stretch yourself out." He finally obliged, waddling on his knees across the thick red carpet. Every short step lifted his arms behind his back, spreading him out. His wrists crossed, making his arms form an X and tightening his chest. His breathing came faster and heavier now, a thin trail of drool dripping from his lips. Lily padded around in front of him, lifting his chin up. Along with it came his back, his thick arms now stretched even more. With a bit of rope, two knots, and a firm touch, she had reduced this mountain down to a whimpering, drooling mess. His bobbing cock was hard as ever. He was liking it.

"From now on, you are not allowed to communicate through normal means. Whenever I ask you a question, you will answer by flexing your cock. Understood?" Big Mac nodded his head, which earned yet another slap. His cheeks were positively red by now. "I SAID. By flexing your cock. once for no, twice for yes. Do you understand?" This time, he obliged. Lily watched that thick shaft bob up and down twice, his flat abs flexing with the effort. She smiled at him.

"Good boy. Now, do you want to lick my pussy?" She asked, lifting one leg up just enough to spread herself for him. Bob, bob... Smiling, she draped her leg over his shoulder, firmly lifting her dripping womanhood against his forcibly-opened mouth. "Use your tongue, now..." She panted, feeling her own juices and his drool mix together. It took another second, Mac's throat contracting as he fought to swallow with an open mouth. Soon enough, his thick tongue pushed through the ring of the gag, brushing over her gushing lips. The first touch made her smile, and the second made her shiver. He was muscular EVERYWHERE, even inside his mouth. That thick tongue plowed against her lips, spreading and moving them apart. He slid his tongue in, parting her walls, making her groan as he explored within her. Now and then, he'd pull out and flick her clit once or twice before moving back in. As much as she would have wanted to, Lily didn't cum. She pulled away, leaving a thin trail from his tongue to her crotch. He panted, drooling more, his chin glistening with a combination of drool and pussy juice. His cock was dripping precum now, the glistening liquid dribbling down his shaft. Lily chuckled and raised her foot, wiping the liquid onto her toe. She deftly raised it to the gag, smiling when Mac readly snaked his tongue out, licking her foot clean.

"Very good... You learn quick. I think I'll reward a loyal slave." She stood back on two feet again, grinning as she slowly settled onto her hands and knees. Mouth open, she let her tongue hang out of her mouth, dripping a thin trail of drool onto Big Mac's thick shaft. That open-mouthed, wet groan she got only egged her on more. She made sure to drool all over his thick cock, watching her saliva srip down his shaft. She slowly made contact with her tongue, dragging the flat part along his shaft, spreading her saliva even more. Drops of his pre and her spit fell to the carpet, plopping adubily just as she opened her jaw wide to take in his thick, formidable shaft. One hand pulled her hair away from her mouth, moaning around the head. She was hardly able to fit two or three inches of his cock inside her mouth, her jaw spread to capacity. He was drooling even more now, panting as she pleasured him. Popping him out with a wet spray of saliva, Lily smiled and replaced her mouth with her hand, ever so sloly stroking his shaft.

"Are you gonna cum soon?" Flex, flex... "Do you want to cum inside my mouth?" Flex. "Oh? Where do you want to cum, Big Mac?" She teased. Her hand guided his shaft against her perky breasts. "On my tits?" Flex. She moved him lower, rubbing her stomach now. "Wanna spread your cum on my tummy?" Flex. "Oh, I get it... Stand up." Struggling mightily, Big Mac rose to his feet, while Lily remained on her knees. "You want to cum on my face." Flex, flex! His throaty moan punctuated the action, her hand gliding over his slick cock.

"Well, too bad." Lily stood and walked away, turning around to look at the spectacle. Big Mac, arms crossed behind his back, standing on shaky legs, neglected cock bobbing with repeated flexes... She grinned and rubbed her nipple smoothly. "It isn't a slave's place to decide when and where he gets to cum. Maybe if you're lucky, I'll let you cum later on. But only if you're good and cooperate." Her finger slid lower along her body, caressing the thick leather belt around her stomach. She slid lower and lower, toying with the purple bush of trimmed hair. She groaned softly, peeling her lips apart in front of him. Big Mac squirmed and grunted, watching Lily toy with her dripping core. Moaning softly, she started to slide a single finger in, toying with her walls, pushing all her own buttons. She sat down on one of the chests, legs spread as she purposely pleased herself before his very eyes.

"Haaaah... That feels so good..." Lily moaned, a second finger joining the first. "I bet you wish this was your cock, huh?" Her lips curled teasingly, rotating her fingers around inside her dripping gash. The carpet was spattered with juices between her and Mac, and if she had any say, would be that way much more so before she was done. The hulking man breathed heavy, and she was surprised he hadn't stepped back to take the strain off his arms. Enough time messing around, it was about time she rewarded him. She stood and slid out of sight, throwing the knots on his wrists. His arms released with an audible groan, and he took a moment to rub his wrists.

"Lay on your back." She said, pushing his chest until he backed into the edge of the bed. He obeyed, sliding up onto the bed and stretching out. "Still won't do to have your hands interfere." Twilight smiled down at Big Mac, using the same rope to bind his hands to the headboard. She fetched another rope and did the same to his legs, making the big man splay out on the sheets spread-eagle. Her hands slid up his thighs, caressing every inch of taut, muscular flesh to his eager, throbbing manhood. Gently, she wrapped slender fingers around that shaft, caressing the damp flesh.

"Oh, you poor thing... It looks like my spit dried up." She ran her nails down his twitching member, grinning deviously. "Let's fix that..." Working her tongue in her mouth, Lily began drooling directly onto his head. Mac groaned and raised his hips, feeling the coolness spread along with her gentle fingers. Soon enough, she had covered his length with saliva, her hand running up and down that slick hunk of flesh easily. She suddenly got a devious idea.

"Consider yourself lucky, slave... I'm going to let your cock touch my pussy." She straddled his waist, his throbbing member laying flat on his stomach. "You can cum if you really need to. But I'm not putting it inside of me." As promised, she started sliding her pussy along the underside of his shaft, groaning as his throbbing member slid along her sensitive lips with ease. Back and forth, rubbing herself on him, never achieving penetration, just stroking him with herself, this was just... So arousing. Lily shivered and ground harder, bending him against his own stomach. Giving breathy, gurgling gasps, Mac could no longer hold back.

"Aaaaugh..." He groaned, sweet release finally filling the big man's senses. Throbbing wonderfully, his shaft started pulsing thick streams of cum. They all jetted out, streaming across his stomach, up as high as his chest. Sweet release achieved, Lily watched his head gush and ooze more thick, creamy cum from inbetween her thighs. None of it got on her womanhood, not that it mattered, but it helped perpetuate the dominant role.

"Not good, slave." She teased, wiping the stray beads of white cum from his head. "I can't keep rubbing myself on you if you've got a dirty dick." Her fingers shone with his creamy release as she rose them to the gag. Eagerly, he licked her fingers, his tongue lapping up each new load of oozing cum she brought up to the gag. Once his head was wiped clean, Lily could resume.

"Won't do to leave your mistress un-pleased, will it?" She cupped his cheek, the other laying flat on his cum-covered stomach. Moaning gently, she resumed rubbing her wet lips against his still-hard dick, building up to a release of her own. "Let's wash all that cum off with some of my own..." Lily had perfected the art of squirting, could do it with or without an orgasm... The choice was hers. This time, she was really going to let loose... "Here goes... Aah, oh, I'm cumming... Oh, Mac, I'm gonna cum! AAHN!" Her orgasm ripped through her senses, her fingers flying to her clit as she pushed her hips out. The first stream sprayed off of Big Mac's throbbing head, covering her stomach, the silky sheets, dripping down to his stomach. Still oozing her own thin, clear release, Twilight bucked her hips atop Big Mac, spattering his muscular form with her liquid orgasm.

"Haaah..." She breathed heavy, muscles finally relaxing... "Aahn... That felt really good... You've been a good boy, Big Mac, and deserve a proper reward." Reaching under his head, she pulled the strap on the gag free, smiling as he worked his jaw stiffly. "Tell me what you want, Big Mac. A good slave deserves a present every now and then." She stroked his red cheek, feeling his manhood swell once more. It pressed inbetween her thighs, putting pressure on her slick lips.

"Ah... Ah want yeh ta... Ta put it in. I don' care what you do with it then, jes... Jes put me inside..." His chest rose and fell even more now, his heavy breathing punctuating each clipped sentence. Lily grinned and grabbed his shaft, lifting her hips so his head smoothly spread her apart.

"Just lay there and let me do this, Big Mac..." She moaned, smoothly lowering herself onto him. He was so... Ngh... THICK! He certainly had a good length, to... She didn't think she could handle all of him... Grunting softly, she worked her hips side to side, working to spread herself apart. The pressure was only marginally uncomfortable, but she found herself getting wetter and wetter... The feeling of getting completely filled... It was making her senses blur between fantasy and reality. Lower, lower still, she could barely fit four inches in... Inhaling, she decided it was time to stop playing around. Letting the tension fade from her legs, Lily speared herself on Big mac, driving all eight inches of that massive cock inside. Her hips hit his with a wet, audible smack, and she had to fight from screaming. Still spread-eagle, Mac could do little else than sit there and watch, flex, and enjoy.

"I see... Ahn... Why they call you 'Big' Mac, now..." She gasped, grasping a nipple. She was going to have to be careful and not get addicted... This feeling was one she doubted she was going to ever miss. Smoothly, she started humping him, groaning as his thick shaft pressed her walls apart. Groaning, she started riding him, and riding him hard. Tightness no longer an issue, she took all eight inches in and out like a pro, riding his arousal with body-rocking, breast-jumping thrusts.

"M-master! Twilight! Ah'm cummin!" Mac suddenly gasped. She drove him deep, flexed her walls, nodded her head.

"It's okay, Big mac! Cum inside of me! Pour it all out!" She twiddled her clit, holding him within her. Just when she could have sworn he wasn't going to get any bigger, he suddenly did... And boy, what a difference did it make... Playing with her clit, Lily felt him start to pump stream after stream of hot, thick cum deep inside of her. She climaxed then, drawing a stocatto breath as her thighs quivered around his waist. She couldn't handle him anymore, she lifted her hips high, dropping his cock and a fair amount of creamy cum along with it. It all spilled out onto his stomach, puddling and spattering in an erotic fashion. Blushing heavily, Lily pulled his wrists and ankles free of the rope, releasing her slave. Big Mac slumped into the bed, groaning and breathing heavy. Lily, herself, felt itchy in the sweaty leather, so she started stripping bare. Back turned to the big man, she didn't hear him get up, feel him pad up behind her...

"Thank you, Lily." He whispered softly, wrapping his big arms around her from behind. He towered over her, his chin resting on top of her head easily. Big hands laid flat on her stomach. "Tha' was great..." She could feel the sticky remains of their orgasms drip down her back, his stomach, the slick juices feeling delightfully naughty. She leaned back against him, closing her eyes as she shifted back to Lily.

"Glad you liked it, ya big galoot." She reached a hand above her head to stroke his flushed cheek gently. "Come back anytime..."

"I'm taking the cleaning bill out of your pay." Maggie said, tapping her foot at Lily, who was sitting opposite her desk in the office. "I mean, seriously... Carpet cleaning, replaced the mattress, new sheets, AND you ruined a two-thousand-dollar harness. It better have been worth it."

"Oh it was." Lily blushed and giggled like a schoolgirl getting a lecture from a teacher.

"Not funny, Lily. What if Celestia comes by in the next week? What is she gonna say?" Maggie groaned at the implication.

"Tell her exactly what I did. And with whom. I don't think the princess will hold it against us for a good story." Lily crossed a leg, a little carefully, and smiled.

"Fine, fine... Whatever... Tell me this, though, who was... You know... The S and the M?"

"I took him over. I took him over hard." Lily countered with a wide grin.

"Really?"

"Really really."

"How?"

"Just because he's big and muscular doesn't mean he's always dominant. His idea, actually..." Lily tapped her finger against her lip. "Let me put it this way... Just because you can, doesn't mean you should."

"Why?" Maggie asked, leaning in.

"Because sometimes... It just feels so fucking good..."

------------------- Notes from the Author -------------------

Thanks to Bloodwolf432 for the request.

I actually came at this chapter with the intention of making it short and sweet, one hundred percent clop for you all. Sadly, that was not the case... I got carried away and spent most of the night on it. I really wanted to get a better head start on the next chapter, but this one sort of side tracked me. Also, sort of recompense for publishing a M/M chapter for my first work in, what... A week? I forget.

I've managed to find my groove again, and I can say I should be writing again every day. Wether I finish something or not remains to be seen, but I'm back on the proverbial horse once more. (Snicker)

Hot for Teacher

----------------------- Request Chapter: Cheerilee -----------------------

The following takes place eight years after Maggie's has opened

Lily straightened her back with a groan, peering around at all the books she had just filed. Inside the dusty library, things were remarkably quiet, save for the soft rustling of her friend and partner in crime, Twilight Sparkle.

"Everything okay?" Said partner asked, setting down another stack of books. Lily groaned and pulled the first book off the top, flipping it open and scanning the information on the inside cover.

"I swear, I'll never know how Spike was able to keep up with all this work..." Twilight chuckled and followed suit with the second book, hurriedly placing it where it belonged.

"Well, he IS a dragon... Something to be said about boundless energy and a quick wit." Twilight filed her second book as Lily placed the first. She was getting faster... When they began, Lily could file one book for five of Twilight's... Now she was down to two-to-one, after one short week. "I do need to give you thanks for helping me out. Once Spike left for his... You know... I've been steadily falling behind." Twilight's tone turned more melancholy as she picked up another book. Lily watched the sad magi file it away, letting her fingers linger on the spine for a few moments.

"You really loved him, huh?" Twilight nodded and turned to Lily with a soft smile.

"Not the way a man loves a woman or vice-versa mind you... But he was family. I knew him since I was a child... I hatched his egg, even... I guess you could say I'm his de-facto mother..." She sighed again, fighting tears now. Lily set her book aside and gently embraced Twilight, just in case. Inside her friend's arms, Twilight shuddered but sniffled once and wiped her eyes. "I'll be fine. This is just the course of things, you know?" She picked up another book and checked the info. "Life goes on in this endless cycle, come and go, life and death, all those things and more. I'll get over it. Besides," She pushed the book home and flashed a brilliant, brave smile to Lily. "I've got you here to distract me."

"Hey now." Lily teased, swatting at Twilight with a thin book. "We're supposed to be saving ourselves, remember?" Lily helping catch up with the work that had piled in Spike's absence was only half the reason for her visit. The other half, admittedly, was from Celestia herself. She had a lesson planned for the two of them, and it involved no sex, no orgasms for an entire month. Normally, Lily would have called Celestia crazy and denied the offer, but something about the way the princess made the request seemed so... So demanding... She ended up accepting in the end.

"Don't remind me," Twilight groaned. "It's been just one week and already I can't stand it... Tell you what, we need something to distract ourselves." Lily groaned in a way that mirrored her friend.

"If it's drinking again, I can't... Who'd have thought the princess' star pupil was also a pro with hard liquor..." Lily was still feeling run-down from the celebratory night of drinking that had taken place on her arrival to Ponyville. Pinkie Pie had broken out the reserves for them all...

"No, no drinking... I'm saying something else." Twilight turned around to look at Lily with a warm smile. "It's Saturday night." Lily blinked. "You know, in the Apple's house..." Another blink. "Oh come ON, Lily! Don't tell me you're THIS dense..." Realization dawned on her. She inhaled deeply, her lips spreading in a wide smile.

"Good thing I remember my poker face."

"Oh come ON, Lily!" Applebloom threw her cards down with a huff. Applejack chuckled as Big Mac shoveled the chips towards Lily's steadily-growing pile.

"I'll teach you a lesson or two yet, ya little brat." Lily teased, stacking the chips neatly. Twilight excused herself for a restroom break, ruffling Applebloom's hair as she passed. The young little girl Lily remembered from those long years ago had certainly grown into one hell of a woman... It seemed all of the Apples had it in their genetic code. Applejack, despite being close to 35, was still as vivacious as ever. Big Mac, wearing on 40, was still muscular and fit, and didn't even have any gray in his hair. Sadly, Granny Smith, the matrirarch of the Apple family, had passed a few years go. It seemed it was right around that time Applebloom came into her own, and really began helping out on the farm. She was a few weeks over twenty-one now, sporting a surprisingly curvy form and decent-sized melons. Upon arriving, Lily couldn't help but stare. Applejack had warned her against corrupting her little sister, and they had all laughed it off.

They had spent the first portion of the night discussing how things had been going, Lily, Twilight, and Applejack. Lily had to admit, she was thankful she and Applejack had buried the hatchet the week of the funeral. A five-year grudge had left things awfully tense between the two of them, and Lily wasn't one to be angry at someone for so long. Since then, she and Applejack had become almost as good friends as Twilight. In fact, Lily felt like she had grown closer to all of the wielders of harmony in the past three years or so...

Big Mac waited until Twilight returned to deal again, and that gave the three apples and Lily some time to catch up on what was happening.

"Ah think it's mighty swell of ya to be helpin' out Twilight in her time of need. Truth be told, all of us were mighty shocked when Spike said he had ta leave." Applejack struck up conversation first. Lily nodded solemnly, taking a sip of sweet tea.

"I knew he was a dragon and all... But to hear he had to go off to sleep for a full century? That was what really hit me hard. I mean, a whole hundred years? Twilight will probably never live to see him again..." Big Mac shared a look with Applejack that made Lily raise an eyebrow. "What?"

"Well... Granny Smith lived to be a hunnert and twenty-seven... And she worked hard jes' as long as she could. The kinda life that Twilight leads, plus with her magic an' all... Chances are she might see him agin." Lily blinked.

"Wow, really?"

"Well o' course." Applebloom chimed in. "Ah'm takin' a home course in biology from a Manehattan college, you know, book studyin' and mail-in tests, and Magi live a lot longer lives than humans and avians, because of the magic inside of 'em... If they don't get hurt real bad or live unhealthy lives... The longest-lived magi was I think over four hundred years old." Big Mac shuffled the deck, adding his own surprisingly educated two cents.

"Starswirl." He grunted. Applejack snapped her fingers and thumped a fist on the table.

"Tha's the one! I remember hearin' his name from somewhere... Ah'm sure Twilight knows 'im."

"Knows who?" The smiling magi swept back in the room, taking her seat next to Applebloom and Lily.

"Starswirl... The uh, uh..." Applebloom struggled with the last bit. Twilight practically shoved the words in her mouth, lighting up like a Hearth's Warming Eve tree.

"Starswirl the Bearded! Of course I know him! What'd you wanna know?!" She was almost too excited. Lily was fearful to engage her...

"We were wondering how old he lived to be..." Lily watched Twilight wilt slightly at the mention of age, in light of her current predicament.

"Oh... Well... Starswirl the Bearded was known for a lot of things in his lifetime... He was the spearhead for a lot of revolutionary research, and could be called the father of a lot of modern-day spells. But what a lot of people don't know is, past a hundred and fifty years, he was very frail, and very old. In the end, he lived to be four hundred and seven. But the last two hundred and fifty years or so, it was all he could do to get around. Granted, that was because he was saving himself for his magnum opus, so to speak." Twilight had the attention of everyone at the table now. Lily gestured for her to continue with the story.

"Another little-known fact of Equestrian history for you all... I only know it because Celestia taught me this herself... I thought the city was a lot older than this... But Canterlot is only six hundred years old or so. Younger than Trottingham, which is the first city in Equestrian history." Lily gave a slight 'huhn' of acknowledgement before Twilight continued. "The last two hundred years of his life, Starswirl the Bearded began preparing a massive spell at his private home. Not even his assistants knew about it. They thought he was returning to the basement because that's where all of his research was stored. That, and none of them worked for him for more than twenty years or so. Half of them were just students who moved on... But the last day Starswirl was alive, he put the spell into effect." Twilight's eyes lit up as she looked up to the cieling, almost as if imagining herself there.

"All of his assistants got this nagging feeling that they should leave... Like, immediately. They left their belongings behind, teleported as far away, or ran, or both... When he put the spell into play, Celestia was watching the events unfold from her castle in the Everfree forest. Applejack, you remember, where we fought Nightmare Moon? Imagine how far away that is from Canterlot. She could see the effects of Starswirl's spell from that far. In fact, almost everyone across Equestria could see it... It lit up the night sky, and cleared out all of the land that Canterlot now sits on. With his last breath, Starswirl embedded his power into the bedrock around him, completely crystallized the stones, flattened the land, and laid the groundwork for what is now Canterlot." There was a chilled silence that hovered over their heads as Twilight finished her story, leaving all of them to wonder at the scope and scale...

"I asked Luna about it a few years ago... This was during her sentence on the moon, mind you, and even she could see it. And Lily, you remember the caverns beneath Canterlot, all those crystals?" Lily nodded in rememberance. She had only been through that area once before, and only to visit a darker side of the royal family... "Those crystals are among the most valuable substances in the world. Rogue magi have been trying to harvest them for ages. The smallest sliver is worth a kingdom, and is charged with more power than even I hold. Celestia spends a lot of her time implementing countermeasures, keeping greedy men and women away from the caverns."

"But, why, though?" Lily asked. "If those gems are as powerful as you say, Celestia could very easily eliminate the changelings, the rogue diamond dogs... She could ensure the peace of all of Equestria for... Well, forever!" Lily wondered why the princess hadn't utilized such a great asset... Twilight shook her head.

"Lily, those crystals..." She leaned in slightly. "That's all we have left of Starswirl the Bearded. They hold his mind, his knowledge, his heart and indeed, his very soul. Put yourself in Celestia's shoes, and put... Say, Maggie in the place of Starswirl... You could sacrifice the life of your best friend, the most talented mind in all of Equestria, and wreak havoc and devastation on the masses to protect a handfull of the ones you love..." Twilight leaned across and tapped Lily's chest. "But what would Maggie say to that? How do you think Starswirl would feel? How Celestia would feel?" Twilight shook her head and leaned back again. "Using the power Starswirl left behind would cost the one thing none can put a price on. The life of a human. A friend."

Maybe it was the changeling in her... Lily couldn't see letting such a valuable asset go to waste just sitting underneath the city... She could hardly imagine not ridding the world of every threat that ever could harm her, or the swarm... Then a feeling of dread washed over her. What had she just considered? Would she really do that? If she were in Celestia's shoes, could she sacrifice a friend, a loved one, and kill untold numbers of others, just so she and hers could live in peace? A peace bought on blood, sacrifice, and heartlessness? She shivered and hung her head.

"I guess not..." She mumbled, slightly embarrassed. It was then she felt a card hit her forehead, snapping her out of it. "Hey!" She said, quickly snatching the rectangle before it hit the table. Her other hand rose to the mark on her forehead. Twilight and Applebloom burst out laughing as Big Mac dealt the rest of the cards.

"Don't be so down about it, Lily." Twilight teased. "It's up to us to make our lives worth it. Like Starswirl did. Granted, none of us here could probably level a city and create the most valuable substance known to anyone, but what we can do is make memories." She waved a hand around to the five present. "Each of us here lives on in the hearts and minds of others. It's stories like Starswirl's, like Granny Smith's, like Spike's... That's the true meaning of friendship. That's the magic behind it all. Not spells, not power... But memories." Twilight stood and rose her glass. "Let us never forget this night, or any others." They all clinked their glasses together and drank to memories.

"Ah'm still gettin' mah chips back from Lily." Applebloom muttered, making them all laugh and sit back down to enjoy the game.

"Hey Lily?" She looked up from the shelf she had been organized to Twilight standing on the balcony above her.

"What's up?"

"I just remembered, today's Wednesday. We normally make a delivery to the school. Could you help me put the books together and take them down there?" Lily smiled and stood, dusting her jeans off.

"Of course. Tell me what you need..." They set about fulfilling an order form, pulling about twenty books off the shelves, most of them children's fiction or autobiographies of sorts. Packing the books into bags, Lily and Twilight set out on the short trek to the nearby schoolhouse. It was a bright, sunny day, and the two women laughed and joked about poker night, how they were looking forward to the next one. Arriving at the school, they were greeted by cheers and smiles all around as the children swarmed in to help them unpack. They were herded, more or less, by a surprisingly harrassed-looking schoolteacher.

"Good afternoon, Miss Cheerilee." Twilight greeted the woman, who responded with a warm smile.

"Thanks so much, Twilight. Oh! Where's Spike?" She asked, looking around for the lanky teenage dragon. Twilight sighed and started explaining, Lily, on the other hand, tried to sink back into the shadows. Kids... Why did it have to be kids? She watched the short little creatures run about and holler, laugh, and generally just be kids... Which made her shiver even more. She didn't handle kids very well.

"Lily?" Twilight's voice shook her from the rut she had fallen into, making her blink.

"Hmm? What?"

"I said we're done here. I have the order for next week. Come on, let's grab some lunch before we head back." She chuckled at Lily's expression as they waved goodbye to Cheerilee and left the school. "You don't deal with kids very well, do you?" Twilight asked when they were about a block away. Lily shook her head violently.

"Not at all. I don't know what it is, just... They set me on edge..." Lily admitted. Aside from Ajax, kids were the only thing that scared Lily. Again, maybe it was the changeling in her... Unable to reproduce naturally, there had never been a changeling mother. Aside from the queen, who bore the youth... The thought of having a child of her own never occured to Lily, so seeing someone else's children was always a shock. It didn't happen often, given the business she was in.

"Relax, the nightmare's over." Twilight teased, swinging the empty bag at Lily's rear. She got a squeak and a return swat, laughing as they made their way into the cafe'. They chatted over lunch and made their way back to the library by early afternoon, where they continued catching up on work. Twilight had offered Lily the now-vacant bedroom just down the stairs from her own when Spike had left, saying having someone, anyone there would help her cope. That, and they would be together for whatever it was Celestia wanted for them. Maggie was understanding and even a little thankful to have Lily gone, saying the poor woman needed an extended vacation. Lily bid farewell to the other girls and retreated to Ponyville for a much-deserved month of easy physical labor and, admittedly, some memory making. The sun had gone down when Twilight grabbed Lily's attention once more.

"Hey, apparently Pinkie Pie needs some help with something. I don't know what, but she said she needed me to come over right away. You know Pinkie... I'd never hear the end of it if I denied her. I'm headed over there now, and I don't know how late I'll be back. You'll be okay here alone?"

"Of course," Lily waved her off, gesturing the the dwindling pile of books. "I'll just file some more, then maybe enjoy a glass of wine out on the balcony. Can I use the one in your room?"

"Sure. And remember," She shook a finger at Lily. "You had better behave. I moved all the toys to storage, and it's locked with a spell. I come back and find out you fingered yourself on my bed, both me and 'Tia will be angry with you." Lily chuckled and waved her off.

"Get going, would you? I won't muss your sheets with my spunk while you're out. Tempting as it sounds."

"I mean it, Lily!"

"Go!" She tossed a book at the fleeing magi with a laugh. "And tell Pinkie I said hi!" She got a wave over the shoulder in return, allowing her to return to the task at hand. She filed books for another hour or so, stretching her arms over her head when she had had enough. That glass of wine and some stargazing was sounding better and better to Lily now. But first, a shower. She stripped and focused on scrubbing the dust out of her hair and skin, thankful she hadn't paid a second thought to relieving the pent-up stress. How she was going to make it the three weeks left, she never knew... Maybe Twilight had a spell... She dressed in a muscle shirt and shorts, staying cool in the warm summer night air. Just as she was headed back down the stairs, though, the doorbell rang. Arching an eyebrow at the clock, Lily figured it was too late for anyone to be visiting, really... Maybe Twilight forgot her keys and locked herself out or something... She opened the front door and was greeted by none other than Cheerilee.

"Oh!" The surprised schoolteacher said, noting Lily. "I-I'm sorry, I know it's late, but I just finished grading and I wanted to stop by to talk with Twilight... Uum, is she in?" Lily breathed a sigh of relief at the strange visitation's explanation.

"I'm afraid not, she's stepped out for the night... I don't know if or when she'll be back. I mean, if there's a message or something you wanted to leave..."

"No, no, that's fine..." Cheerilee looked crestfallen. "I wanted to talk to her about Spike. He was a favorite of the kids, and I wanted to tell her how much he meant to them, was all... I suppose I can try back tomorrow night. I'm sorry to bother you, uuh?"

"Lily." She extended her hand with a friendly smile.

"Lily... Lily... I've heard that name before... Wait, you're a-" She was cut off as Lily shifted into Liam right then and there, her clothes accomodating the change well.

"Changeling, yes." Cheerilee squealed in delight. In eight years, changelings had gained a sort of reputation through Equestria... A mixed one, for sure, but there were a few who were in good standing with the throne, who, like Lily, lived normal lives. Apparently Cheerilee was of the supportive party.

"That's incredible! I've heard about changelings, read stories, and Twilight was kind enough to share yours with me. But, well, pardon the intrusion, but I'd love to hear the story from your point of view. If that's okay..." Cheerliee seemed to be fidgeting a little now, standing on the threshold of the doorway.

"Oh! Oh yes, of course! I'm sorry, I should have invited you in a while ago, where are my manners! Come in, come in. Surprisingly enough, I was about to enjoy a glass of wine out on the balcony. Would you like one as well?" The flustered teacher stepped into the quiet library with a warm smile.

"I think that would be lovely, Lily." Cheerilee stepped in, and in the warm candlelight that lit the library at night, Lily finally got a good look at the teacher. She wasn't terribly old, maybe in her early forties. Her hair hung in large curls down her back, and she wore a simple dark skirt with a white blouse. She wore the years well, her frame one of envy for women quite a few years younger than herself. Tall and curvy, the school teacher sported a shapely bust and wide hips. Lily found herself looking as she fetched two glasses and a bottle of wine. Together, they went through her guest bedroom and onto her personal balcony. Twilight's had the better view, but Lily supposed Cheerilee was here for companionship and not stargazing, so she kept the trip short and sweet. Stretching out on two long patio chairs, Lily poured two glasses and clinked them together as she took her first sip.

"What did you want to know about me?" She asked, setting her glass on the short table between them. Cheerilee sipped at her own once more before setting it down as well.

"Just, about you, I suppose. Your story. Twilight is quite good at telling stories herself, but nothing like getting it from the source, if you catch my meaning. I mean, Twilight hinted at it, how you had... You know... Taken her and her friends... So you can omit any personal details if you'd like." Lily raised and dropped one shoulder indifferently.

"It doesn't matter to me, either way. I can tell you the edited, abridged version, or the whole thing." Cheerilee checked her watch, then the remainder of the bottle.

"I think I've the time... Let's hear the whole thing."

"Oh my... That's... Quite the story." Cheerilee said at last, two glasses of wine and about an hour later. The crickets were serenading them now, the full moon high in the sky as they topped off their glasses once more. "Celestia herself, really?"

"Oh goodness, yes... There was actually a bit of a controversy a few years back... The tabloid press thought Celestia was, well, raping her students. Thanks to the whole deal, she moved that room from where it had been to Maggie's. She doesn't visit as often anymore, but there was a time..." Lily chuckled. "I'd see her dragging someone or another down there about once or twice a month."

"Honestly, I had no idea... I always thought of them as a sort of... Well... All-powerful ruler. Of sorts. I didn't know they were just like us..." Cheerilee took a hearty sip and sighed. "I don't suppose you'd want to hear the boring story of a tired school teacher, huh... After such an exciting story..." The bags under her eyes were almost painfully apparent.

"Miss Cheerilee..."

"Please, just call my Cheerilee." She cut Lily off, sighing. "My students call me 'miss.'"

"Well, Cheerilee... Please, tell me your story?" The teacher looked over at Lily, arching her eyebrow.

"Really?" Lily nodded. "Well... Like I said, it's not very exciting. I suppose I'll start from the top. I was born into a middle-class family, my mother was a real estate agent and my father a police officer in Manehattan. I grew up in the metropolis, and lived a fairly average life. Aside from watching one Summer Sun celebration one year, I mean average. Good grades, kept my nose out of trouble, never really achieved anything too special. I found my calling as a teacher during high school, when I became really close to the entire staff at my school. A lot of them took me under their wing, and showed me many wonderful things about education I had never really considered from the student perspective. I just... Identified with them. I went to college to get my degree in early childhood development, did well in my studies, and joined a teachers union that found me a job out here. When I arrived, the previous teacher was close to retirement, and she and I worked together for two years before I took over the classes. I've been teaching for twenty full years now..." She sighed softly and took another hearty sip of wine.

"I see classes come and go, and many of the children excel. You get a few bad apples who don't do very well, but I hear they almost always straighten up during middle school. The town lacks a proper high school, since the population isn't very large... In fact, quite a few parents home school their children after middle school. The children help in the surrounding farms or businesses, while very few are sent to Canterlot boarding schools. I help out with certifying the parents so their children can get proper diplomas and move on to college if they wish, or some, like Applebloom, take college courses from home. I know it's in her family to run the farm, and she's taken quite a liking to the work, but I have to admire a child with enough sense to keep learning, even if it's unrelated to their life's work..." Lily smiled and nodded. An education was an important thing, and it was very mature of Applebloom to continue studying.

"It sounds like you have a passion for your work, Cheerilee." Lily said, topping off their glasses. They had already downed the entire bottle... Wow... She was greeted with a smile and another sip. Cheerilee seemed to lose a few years in that moment.

"Yes... I'm extrememly fortunate to live the life I do. Nothing makes me happier than knowing I've given someone a foundation for the rest of their lives. Whenever I get a letter from someone in college, or who used a lesson I taught them long ago to accomplish something great, I feel so much better..." The years came back as she sagged visibly. "But it's so taxing... Dealing with children year after year is almost infuriating, to tell you the truth. Children have a way of wearing you out. I'd hate to admit it, but I'm getting on in years... I almost live for every summer now. Tomorrow's the last day of this year, and everyone's off... I just wish there was a way to revitalize, to recharge, if you get my meaning. Lily smiled over the rim of her wine glass.

"Wellllll..." She led into it as Cheerilee looked over.

"Hmm?"

"It doesn't work for everyone, but I have to say, nothing helps me unwind like a good... Ahem..." She let it trail off, smiling as Cheerilee picked up on the implied meaning.

"Oh... Oh! I see... You... You ARE a changeling... I don't typically... Erm, prefer women..." Lily shifted into Liam immediately, chuckling at the expression she got in return. "Oh, darling, no! I couldn't! Th-that's just too much to ask..." Lily sat up and reached out to take Cheerilee's hand with a smile.

"Cheerilee, it's fine. You need help, and I'm willing to give it to you." Cheerilee fanned herself with one hand, and gave Liam's big mitt a reassuing squeeze with the other.

"It's not that, really..." She muttered, a gentle flush rising to her cheeks. "It's... You see, you're rather... Ehm..." Her eyes flickered up and down Liam's big frame. "Large." Lily blinked for a moment, her foggy mind taking a moment to comprehend the hidden meaning, before her lips split into a large grin. Soon enough, she shifted back into Tobias, the shaggy-haired, amber-eyed magi she had used to seduce Twilight long, long ago. The effect it had on Cheerilee was almost visible.

"Better?" She teased, scooting closer. Cheerilee was speechless, her eyes pointedly roving up and down Lily's much more slender frame. She distracted Cheerilee with a kiss to her fingertips, eliciting a thin whimper before Cheerilee found her voice.

"Aah, yes... M-much better. I... I just, oh I don't know, Lily... I have to go to school tomorrow, and while it's an easy day, I do need to be there early and I've already had enough to drink... I don't know if... If I can find a substitute in time or... Or... That feels amazing..." Lily had started pressing kisses to her hand and up her forearm now, her lips pushing the loose hem of her blouse up her arm gently. She was kissing the sensitive skin on the crook of her elbow now, eyes closed as her lips focused on finding those erogenous zones.

"I think," Lily muttered softly inbetween kisses. "The children can manage without their teacher for one single day. And would it really be so bad if they couldn't find a substitute? It's one day of the year, at the very end." Lily had to admit, she was pushing... She wanted it just about as bad as Cheerilee needed it. "How long has it been since your last time?" She muttered, moving her lips back to Cheerilee's fingertips, giving them a teasing suck of a kiss. She watched the teacher gnaw her lip, considering all the options.

"F-four years..." She groaned. "Since I was with... Anybody else... Since then, I've... Handled things on my own." The whimpering tone of her voice was enough for Lily to ramp it up a notch. She gently took Cheerilee's finger into her mouth, sliding the digit down to the second knuckle with a gentle moan. The effect was both immediate and unexpected as Cheerilee arched her back from the patio chair, shivering visibly. She had gooseflesh... "Mnn! Okay, okay..." She pulled her finger away, leaving Lily's mouth with a firm smacking sound. The changeling grinned as Cheerilee stood on shaky legs.

"Shall we?" She asked, standing herself, gesturing back to the guest bedroom. Cheerilee gave a whimpering nod and followed Lily inside, her fingers shakily working at the buttons of her blouse. Lily stripped the muscle shirt off just as Cheerilee pulled the fabric aside to reveal her flat stomach, a lacy black bra, and a rather deep blush.

"D... Do you like it?" Cheerilee asked bashfully, her hands caught halfway between covering her semi-exposed breasts and hanging aimlessly at her sides. Gently, Lily took her trembling hands in her own, and leaned in to press her lips to the tense woman's.

"I like it a lot..." Lily whispered after the kiss, sliding her hands around to Cheerilee's back gently. Cheerilee rested her own hands on Lily's flat chest, stepping closer for another passionate kiss. She must have been so lonely, so deprived, because once Lily got her bra clasp popped, the teacher began kissing and feeling a lot more eagerly. Quite a bit more, to be honest... Her firm actions got a rise of a different kind out of Lily, and she felt Cheerilee grind their hips together, standing at the edge of the bed. Well, one of them was standing now... Lily felt a pair of insistent hands push her down, leaving Cheerilee bare-chested at the edge of the bed. Her breasts stood out in the soft moonlight, the cherry-sized nipples almost painfully obvious in how hard they were. Lily groaned and felt the front of her shorts rise in an obvious bulge, and it didn't go unnoticed by Cheerilee, either.

"Would you like the stockings off or on?" The sultry teacher asked, her fingers pushing the zipper of her black skirt down. The fabric fell to the floor, revealing lacy black panties and a seductive garter belt holding up the stockings on Cheerilee's long, sheer legs. Lily flashed a seductive smile at her, flexing to push the bulge out more.

"Leave them on." Obligingly, Cheerilee slid her panties off, leaving the sheer fabric clinging to her legs. Bare from the waist up, and revealing a well-kept, curly bush underneath, the sight of a fully grown woman in tights was almost unbearable. Thankfully, she didn't have to endure it for long. Cheerilee's long, slender fingers hooked the hem of her shorts, smoothly pulling them down to allow her thick, eager member to spring free and bob in the air. Another one of those hands rose to the hard shaft, wrapping fingers around the flesh with a small smile.

"Can... Can I ask that we... Warm up a little more? It's been an awfully long time since I've... Had a taste... Or... Or been tasted..." Lily was almost too eager in nodding her head, her hands twisting the blanket atop her bed into fists. She had to release it, however, as Cheerilee slid up onto the bed fully, beckoning Lily to lay back in the open area in the middle. The dark, sheer-clad leg swung over her head, settling into the bed next to her shoulder, exposing Cheerilee's tender womanhood to her. Just as she felt the woman's hot breath wash over the head of the shaft, Lily slid her hands around to the small of Cheerilee's back. Slowly, the teacher went down, and Lily came up...

That first contact was blissful. Lily could tell it had been a while for the teacher, given how her lips hesitantly kissed the head a few times, afraid to open and take it in just yet, but that didn't curb Lily's enthusiasm. Nuzzling the hair softly, she moved her mouth to kiss her hidden clit, giving the slightest of slight moans before her tongue snuck out for a small taste. Cheerilee's arousal hit her tongue full-on, and she found it hard to resist plunging in for a better taste, more of a feel... Indeed, she could hardly hold back at all... In the end, she couldn't...

"Haahn!" Cheerilee gasped as Lily pushed her tongue into her waiting hole, smoothly using her muscular appendage to part her walls, slide as deep as she could manage. She was rewarded with a VERY enthusiastic mouth wrapping around her own pulsing shaft. Gasping out loud, Lily felt herself flex inside of Cheerilee's mouth, prompting the teacher to slide lower, and lower still... When she felt the opening to Cheerilee's throat, Lily knew she was dealing with a professional. Apparently her partner, while it had been a while, had learned some pretty damn good techniques in her past. If the twitching in her stomach was anything to indicate, she was picking them up again rather quickly. In fact, Lily couldn't hold back. She buried her tongue inside the delicious walls above her mouth, flexing her load directly to the back of Cheerilee's throat. Gulping audibly, the teacher swallowed every drop, her flexing mouth milking everything from Lily. If the shivers and throaty moans were any indication, she had elicited an orgasm of her own.

"Pwaah!" Cheerilee pulled back with a gasp, her chest heaving as she pulled her wet core away from Lily's mouth. "Tasty..." The teasing word made Lily smile as she looked up at her, still laying stretched out on the bed. "Are you good for another?" Lily knew if she asked the same question, she'd more than likely get a heartfelt affirmative response. So she just nodded and flexed. While it had been about a week and a half for Lily, it HAD been four years for the teacher. Wondering who was going to enjoy this more, Lily felt Cheerilee spread herself open, and smoothly spear herself on the eager shaft. The motion caused her mouth to hang open wordlessly, her center shifting with a powerful flex. She had stayed in shape all these years... That would explain her flat stomach, toned thighs. She probably jogged.

"Kuh..." Lily moaned, feeling her head begin to swim. The alcohol had to be to blame for that. Nevermind the sight of Cheerilee's wet lips dragging up and down her shaft, the full breasts jumping as the hands on her chest splayed out, almost like they couldn't touch enough of Tobias' flat chest to be happy. Her hips started off just rising and falling, but a slight re-adjustment seemed to unlock a whole new range of motion. Smoothly, Cheerilee began riding her back and forth as well, gasping as she felt that throbbing manhood press to more sensitive areas deep inside of herself.

"Aah... Gonna..." Lily grasped both her muscled thighs, following the rising and falling, bucking motion smoothly. Cheerilee drove her hips down, impaling her core on that shaft once more as her climax gripped her entire being. Shaking and quivering, Cheerilee dug her nails into Lily's toned chest as the desire rose to another peak. "I... I can't..." She whimpered, her legs shaking. "I want more, but I can't move..." Gentle as can be, Lily rolled her over, taking the dominant position so Cheerilee could recover. Their lips met over and again in a passionate exchange before Lily started sliding in and out once more. Her long, slender legs wrapped around Lily's waist, her ankles locking together and rubbing the silky-smooth fabric of her stockings into Lily's skin. The sensation was almost too much to handle as she started driving in a little harder, a little faster.

"More." Cheerilee panted inbetween wet, tongue-filled kisses. "Please. More." Her breathy plea was not unheard, and Lily let loose with a torrent of wild and fast thrusts. For it being the first time in a few years, Cheerilee was handling the roughness extrememly well. Her third orgasm was punctuated by as close to a scream as she could manage, given her voice kept cracking. Every muscle underneath Lily seemed to tense, the slick walls clamping down to make the slow, even thrusts that much more pleasurable. The way they flexed in waves seemed almost like she was trying to milk that thick cock inside of her...

"Inside?" Lily whimpered. More out of habit than anything.

"Please... I... I can't... You don't have to worry." Cheerilee managed to slur her words, a combination of the wine and coming down from her second intercourse-based orgasm in much too long a time.

"I c-can't, either..." Lily panted, leaning in to mash her lips to Cheerilee's eagerly. She loosed a stream of cum deep into Cheerilee's pulsing walls, grunting against her lips as the orgasm carried her off on a cloud of wonderful steam. Exhausted, completely spent, Lily could barely formulate the thought to slide out before she slumped off to the side, rolling on her back so the two were spread-eagle, legs crossed at the ankles and hands blindly searching for the other's. They finally met, fingers curling together. A few more heavy breaths until Cheerilee was recovered enough to roll up onto her side, scooting close against Lily's as they stretched out in the musky, heavy summer air.

"Thank you, Lily." Cheerilee spoke softly. Her breath teased the fine hairs on the nape of Lily's neck, making her shiver.

"Anytime..." She panted in reply, still recovering from the exertion.

"Really? Because... You know... I have a lot of free time in the summer... And at this point, I just don't see myself settling down with anyone... Can I... Maybe... Come visit your place in Canterlot? Now and then?" Lily turned her head at the blushing school teacher, smiling wide.

"Anytime." Her reply was the same, a smile spreading across her lips as she leaned in for a deep, passionate kiss. They took a few moments to slide under the covers, Cheerilee meekly asking if she could sleep there for the night. Lily didn't know how Twilight would feel, but one way or another, she wasn't about to put the fatigued teacher out for the remainder of the night. They stretched out and slipped off peacefully, Cheerilee smiling the entire night.

"Celestia is going to be very mad." Twilight grumbled at lunch the next day. Sandwiches on her balcony under the shade of the tree.

"I know this." Lily smiled and took a swig of sweet tea.

"I'M very mad."

"This I didn't know."

"How could I not be? I go out and tell you to behave, and you invite Cheerilee into my home and have sex on Spike's old bed! As a guy! With Ponyville's only elementary teacher! Who doesn't show up for work today because she's, quote, 'Fatigued!'" Twilight set her sandwich down, ticking off each point on a finger as she fumed. "And you refuse to even tell me how it was!" Lily laughed then, the type of table-smacking, foot-stamping, belly-rolling laughter that made everything alright. Twilight joined in.

"It was good. Not the greatest I've ever had, but so help me I needed that if I'm going to make it the next three weeks with nothing." She sipped her tea again as Twilight mumbled grumpily.

"Should go do one right now, in front of your eyes, just to spite you." She munched into her sandwich with a blush. Lily shrugged.

"I've already incurred the wrath of our princess. If you want to risk it, go right ahead." She teased, watching Twilight struggle with herself. Finally, she stood up, stomping away into her room. Lily watched the indignant jumping of her ass as she thumped off and away, smiling to herself. Twilight returned from her dresser holding something in her hand. Lily went to raise her hand for another sip of tea when she found she couldn't. Straining hard, she felt the tingle of magic wrap around her arms, chest, and legs. She was bound!

"You wouldn't dare..."

"Hey, at least I don't go fucking teachers on my friend's bed!" Twilight said, quickly pushing her shorts and panties down and sitting opposite Lily. She parted her legs and slid the bud vibrator down to her glistening petals, biting her lower lip.

"Come on, Twi, this is torture."

"Nothing compared to what Celestia will do to us, I'm sure..." She whimpered, rotating the vibrator in a circle around her clit. Her fingers glowed and the faint mechanical hum filled the air, punctuated by a gasp. Lily writhed against the magical bonds as best she could.

"Seriously... Can... Can I at least touch myself?" Lily whimpered pleadingly, feeling herself get wet at the arousing sight.

"How many times did you cum with Cheerilee?" Twilight asked, pointing the vibrator at her.

"I-"

"How many?"

"... Twice." Twilight set the vibrator against herself once more, squirming her hips.

"Then once I cum twice, you can help me with the third... And all the ones after it..." Lily felt her chest tighten.

"What... What about Celestia?"

"Yes, what about Celestia?" Both girls froze as the princess appeared on the balcony, arms crossed as she peered down at both of them. Twilight dropped the vibrator, the annoying vibrations ringing out as it crawled across the balcony towards Celestia's feet, where she raised one foot to pin the running vibrator under her toe. "You girls..." She sighed. "Can hardly go a single week without resisiting." In her hands appeared a thin leather riding crop. She swatted the palm of her opposite hand, grasping the thin rod with the type of smile Lily would just as soon go without seeing on the princess' beautiful face. "It appears I'm going to have to teach you both your lesson right now..."

------------ Notes from the Author ------------

Okay, lots of shit happened in this chapter. Which is odd for a request chapter. (Thanks to Kyletra for this, by the way. He's a friend I text with regularly, and has helped me out a lot.) SO! I'll re-intorate all that was implied here, in addition to my plans in the future.

Applejack and Lily "Buried the Hatchet." There's a request chapter for Applejack coming up in a few more requests. I plan on covering this there.

Applebloom is all growed up! As part of her Manehattan college, she needs to go to Canterlot to study from the library there for a week, and to skip on costs she stays at Lily's for a few weeks. Hilarity and sex ensues. (Mind you, she's 21 at this point in the story. And if you remember back to the VERY end of chapter 7 of ADKOL, She and the crusaders are headed to Maggie's for some grown-up fun. Emphasis on GROWN UP! I REPEAT! GROWN UP! I swear if I get ANY shit from ANYONE about the crusaders not being old enough, I will... I'm gonna cry. I'm getting sidetracked. End parenthetical here.)

I KNOW! I KNOW! You want to see more Lily/Twi/Celestia. I'll write it. I promise. It'll go at the bottom of the list, and it'll be two chapters wrapped in one. There will be the one at the end of "Public Disgrace" I never wrote, and this one as well, all put into one. You'll love it, and I can appease the masses.

In the end, I really enjoyed writing this chapter. Like, a lot. A whole lot. I implemented quite a few story elements, and I feel good about the clop both length and content-wise. I hope you enjoyed, and thanks to Kyletra fro the request!

Feelings are for...

----------------- Request Chapter: Cheerilee, Big Mac, and Lily -----------------

Lily wasn't sleeping well. Indeed, she hadn't slept well since the night with Celestia and Twilight. Many times, she'd lay on her back, staring up at the cieling, her pillow clutched in her arms. Some nights she cried. Other nights, she couldn't think of anything. Bleary-eyed, ragged, and generally just exhausted, Lily awoke every morning, showered, and tried hard to go about her day. The other girls noticed. Maggie noticed. None of them could say anything to draw her out of it. One thought kept crossing her mind, though...

Why do I feel this way? It echoed through her very body, persisted, nagged... It wouldn't go away, and she couldn't corner it long enough to think on it. It was driving her mad. She could hardly keep track of the days and nights anymore, let alone any customers that came or went. Not that she served any of them... Lily's bed stayed empty of everyone save herself for a good week.

"Listen, kiddo." Maggie had confronted her on the threshold of her apartment one day. "I know you're struggling with the gravity of this and whatnot, but you gotta pull out of it. You're not yourself right now." Lily blinked at her, feeling SOMEthing begin to well up in her chest. It came out as a sob, and Maggie quickly swept both of them into her apartment. De Ja Vu ensued as they both wound up on the couch, Lily sobbing into Maggie's lap.

"I don't know what's wrong with me!" She stammered, her tear-stained face buried against the smiling manager.

"I'm guessin' Changelings don't know a whole lot about true love..." Maggie said softly, stroking Lily's curly hair.

"Wh-what?" Lily whimpered, looking up at her.

"I was just thinking... Lily, you're a changeling. About as damn close to human as a changeling can get, but still a changeling. You've lived the majority of your life FEEDING on love. You've never been able to ENJOY love." That was it. It hit a chord in Lily, made many things snap into focus for her. She sniffled and looked up at the cieling with big eyes, suddenly realizing. Maggie was one hundred percent right. She was a changeling. Changelings fed off of love. They never really got to experience it.

"Sonuva bitch, you're right..." Lily admitted, laughing together with Maggie. She sat up, wiping her puffy eyes, feeling pretty run-down from the week-long stupor... A lot of things were beginning to become clear to her... Her loose morals, flirtatious attitude, varied sexual preference... Was it all thanks to the fact she was a changeling? Now that someone had accepted her for who she was, not someone she was pretending to be, it felt so...

Odd.

"Come on, kiddo." Maggie said, patting her leg. "You ought to get back to work, if you can. Getting laid might help out more than you think." In light of the current discovery, Lily doubted more sex with some random person was going to help. Still, it HAD been a week since she'd done anything, and... Well, changeling or not, Lily still had desires. She thanked Maggie and started to shower, to get ready for the night...

The girls welcomed her back with gusto, many of them, Brenda chiefly, giving her warm hugs and words of relief that she was back to at least a semblance of normalcy. She returned hugs and kisses, smiling as the first few customers came in. The "regulars" ordered drinks and settled in for smalltalk, one man Lily considered a friend making a beeline for her.

"Hey," He said softly, smiling at her. "You've been gone for a while, and I gotta say, I missed you. Are you alright?" She blinked a little. He was actually concerned for a whore. He'd noticed her absence, and more importantly, had been effected by it.

"I'm fine, Brian." She said with a smile, opening her arms for a gentle hug. It wasn't a suggestive hug, or even a passionate one. It was friendly. He embraced her briefly, warmly, before pulling back with a smile of his own. "Thank you, though... I was beginning to wonder if anyone other than the girls noticed I was gone." He chuckled and nudged her rib as one of the girls brought by two drinks. They clinked glasses and continued talking. He really was a handsome guy, wore a business suit more days than not. Lily knew from the past few months of drinking together he was a businessman for a trading company, that he negotiated accounts between the company's stores and local farmers, crafstman, and suppliers of various products. He was fairly successful, single, but celibate. She would never understand why.

"I know I had to have asked before, but... Tell me again, Brian. Why do you refuse sex? I mean, obviously," She waved a hand over him briefly. "You've got the looks, the wit, the personality... Aside from myself and the girls, how come I never hear about a girlfriend, or a date, or anything else?" He sipped his drink and appeared to be thinking for a few long moments.

"I guess you could just say that I'm waiting for someone I love. Of course, I very easily could have paid for your services, or that of any other girl here, and would probably have considered it money well-spent... But where would that have put me? Down my virginity and a few hundred bucks, with no one to come home to and just talk with at the end of the day." He shrugged and downed his drink. "It's more complicated than that, of course, but the gist of it is this: I don't want to have sex with someone I don't love." His words hit Lily, much like Maggie's had earlier... She had had plenty of sex in her life. Probably more than others ever would in theirs. But what was it all for? She didn't have anyone to call her own, no relationships or happy memories of one... She sighed and looked down at her drink. Brian surprised her by lifting her chin with a gentle finger.

"Cheer up." He said gently. "I'll find someone someday. And before you ask, no, I'm not looking for love among your girls here. I come here because I like the atmosphere, and the conversation." He looked around at the plush lounge, the warm chairs and couches, the comfortable decor, the fire crackling happily in the hearth. "If this place were just a bar, with the same girls there not for sex but just to talk instead, well... I'd probably end up spending more of my money." She smiled and looked around at the interior of Maggie's. They really had a good thing going here, but it almost seemed as if... Maybe... They had made this place for the wrong reasons? Lily heaved a sigh and raised her hand for another drink, and was not left waiting for long.

"Cheers, then." She said, clinking her glass against Brian's as he was served. "For... Whatever reasons."

"Hear hear." Brian said with a smile, clinking glasses together and tossing back a good portion of his drink. Brian, as always, didn't stay for much longer than an hour. He left Lily with a smile and a friendly hug, not to mention more than a few questions about her own life. The other half of their clientele began to wander in one by one, pairing up with girls for a bit of smalltalk before slipping off hand-in-arm down one hallway or another. Lily mingled, chatted, was slowly getting more and more interested in one particularly classy woman with a very aristocratic accent, when an almost all-too-familiar gasp drew her attention. Turning around slowly, she spotted the mountain of man that was Macintosh slipping through the doorway, smiling to herself. She made her way towards the entry, but was shocked when someone else slipped in behind him.

"Cheerilee?"She said, almost not believing what she saw. Big Mac smiled to mirror that of his partner's, as made apparent by their joined hands. "Wh-when did this happen?" She asked, smiling between the two of them.

"Well... That's a story better shared in private... If... Ahem, you get my meaning." Cheerilee said, blushing a little. Lily felt the heat rise in her own cheeks, so she led both of them away to a far-placed room. Slipping in and starting a fire, the three of them proceeded to get comfortable in the sitting area.

"Soooo." Lily drew the syllable out with a smile directed towards both of them.

"Well... After... Our little episode, I realized I needed to get back out there, so to speak." Cheerilee said quietly, glancing inbetween Lily and Big Mac. "It's summertime, and I've got quite a bit of free time. It just so happens I ran into Macintosh on a walk one day. We started talking, if you could call it that." Mac smiled in his stoic, silent type of way as Cheerilee nudged his ribs. "Macintosh has always been a friend of mine. If only in passing. Well, for one reason or another this day, we ended up talking a little bit more than usual. Admittedly, I shared my recent... Eer... Bedroom forway with you... Well, I'll be damned if Macintosh didn't take me then and there in the field. THAT... Was a remarkable day." Cheerilee flushed with the memory, and Macintosh shifted as his own desire started to become more uncomfortable.

"I fail to see where this brings both of you in to me..." Lily said gently, looking between them. Her own imagination had been running rampant since Cheerilee had dropped the not-so-subtle hint at a romp in the field. With the muscular and admittedly well-endowed Big Mac, it must have been... Intense...

"Once again, after a week of... Well... Sex, Macintosh and I shared our own past experiences with none other than you. Mine being more recent, Macintosh felt the need to explore the capabilities of a changeling once again. Admittedly, I was rather wary at first, but... As you know, I'm fascinated with changelings... So, I want to see what you can do for us." Lily smiled and stood.

"Now, do you mean 'For' us..." She shifted into Cheerilee, completely devoid of clothing, smiling down at the two shocked people before her. "Or 'TO' us?" She smoothly walked forwards, leaning forward as her hands settled on the couch above the real Cheerilee's own shoulders. Gently, she leaned in, smiling as her lips brushed Cheerilee's. "Imagine what Big Mac is thinking right now... Two beautiful twins, hot and ready, eager to please him in every..." She slid a hand down to Cheerilee's heaving breast. "Single..." Their lips met in a quick, teasing, passionate kiss. "Way."

"O-okay." She whimpered, sagging into the couch, like a great weight had been lifted from her and she was tired. "Y-you got me... L-let's... Yeah, let's do this..." Her fingers began pulling at the buttons to her blouse, slowly exposing healthy, tanned skin underneath. Lily caught a glimpse underneath the hem of her bra, saw there was no distinction between where her tanline started or ended. Apparently, she and Big Mac HAD been spending their fair share of time in the field. Speaking of the which, Lily glanced over to see what the big man was up to. He had his own agenda, and was adressing the throbbing point with smooth, even strokes. He was still big as ever, thick and veiny... Lily felt herself grow wet at the sight of him smoothly stroking the thick rod up and down, watching one naked Cheerilee lean over another, slowly undressing one. The true Cheerilee lifted her hips from the couch to push her skirt down and off, her panties leaving at the same time. Now both of them were completely nude, the one on the couch blushing slightly.

"Relax." Lily whispered into her ear softly. "I know you don't like women, but just look at how hard he's getting at this..." Her hot breath washed over Cheerilee's ear, precursor to her smoothly taking the cartilage into her mouth. She gave it a teasing nip, sucking gently. Cheerilee responded in kind by grasping Lily's slender waist, her hands clinging to the warm flesh.

"Th... That feels REALLY good..." Cheerilee whimpered, looking over at Big Mac before closing her eyes and shivering. Lily released her ear with a breathy moan, smiling as she released the couch and moved her hands down to Cheerilee's shoulders.

"I think it's time we showed the big guy some love." She whispered. Cheerilee nodded, smiling up at Lily before turning her gaze over towards Big Mac. Lily was surprised as she watched Cheerilee slip off of the couch and onto her knees, her hands gently guiding Macintosh's hands away from the pulsing rod. He released it with a soft groan, and Lily padded around to the back of the couch. Cheerilee smiled up at the two of them, Lily's hands running over Big Mac's shoulders. She opened her mouth, her tongue sliding out to give the slit at the tip of his head a teasing lick. Macintosh REALLY liked that, as his mouth hung open at the insistent lick. Lily siezed the opportunity, opening her mouth and pressing them together. Her tongue invaded his mouth, pushing deep with a passionate groan. She hadn't been expecting the counter-attack, though... It took hardly a moment after her initial movement before he returned it smoothly, his strong tongue pushing back and forcing it's own way into her mouth.

"Hmmff..." She groaned, feeling her crotch heat all the further at the slippery, erotic feeling of Big Mac's tongue inside her mouth. Her hands cupped the big man's cheeks, pulling him closer, hungry for more, for a deeper, sloppier kiss. She was not disappointed. It was only when Big Mac pulled away with a loud gasp that she opened her eyes. Glancing down, she was surprised to see Cheerilee veritably impaled on his thick shaft. Her tongue was drooling saliva onto his sac, and while she could only manage six inches or so of his formidable member, her mouth had to have been full. She pulled out with a slight throaty sound, smiling up at them before repeating the motion, sliding him deep into her mouth. Lily watched even more saliva slide out, coating the remainder of Big Mac's cock with a shining layer of spit.

"Holy shit..." Lily breathed softly. She watched, entranced, as Cheerilee repeated the motion again, and again, and once more, not once gagging as his head had to have been pressing to her throat. She was about to say a few words of praise when Big Mac grasped her cheeks, firmly pulled her lips down for another tongue-filled, passionate kiss. Moaning gently, she felt his tongue slide in once more, and she had no option other than to meet him with her own. This didn't last much longer, Lily was loathe to admit... Though it was for very good reason. Big Mac firmly grasped Lily's torso, his big hands easily lifting her off the floor, even at this odd angle.

"Meep!" She gave a soft noise of surprise as he firmly pulled her over the back of the couch, laid her out, and pulled himself away from Cheerilee. With a spray of saliva, the true Cheerilee blinked a few times to try and make sense of what exactly was happening before she saw Big Mac rise onto his knees. Smiling to herself, she watched as Macintosh guided his head inbetween Lily's forcefully-spread legs, pushed the saliva-coated cock against her wet lips, rubbed up and down...

"Do it." Cheerilee panted, her cheeks flushed from the sight. As if Big Mac needed any encouragement. With hardly more than a moment to adjust, Macintosh pushed his hips forward and into Lily.

"Hnn-AAHH!" Lily gasped, her back arching. He spread her apart, filled her entire walls, made her vision blur over with the intense pleasure and slight tingle of pain radiating through her entire core. She could hardly comprehend Cheerilee's leg swinging out over her head, settling into the couch, her crotch hovering just above Lily's face.

"Let's see if being licked by another woman is all it's cracked up to be..." Cheerilee teased, leaning forward to kiss Big Mac as her delightfully wet center slowly inched closer to Lily's mouth. Mind ablaze with pleasure and desire, Lily eagerly raised her mouth to the waiting slip of pink flesh. Her tongue caressed the soft folds gently, slipping over the entirety of Cheerilee's wet core. The taste of the teacher's arousal filled her mouth, made her moan softly at the sensation of licking another woman, all the while filled with one massive, throbbing erection. Big Mac started slowly moving his hips, which caused Lily to give a deep, throaty groan of approval. Cheerilee apparently liked this, as Lily heard her gasp. Tongue still lapping loosely at Cheerilee's dripping hole, Lily lost herself in the moment. Big Mac thrusted in and out with remarkable ease, his thick member gliding over her aroused walls, thanks to the rather massive amount of saliva and Lily's own juice. Cheerilee was certainly enjoying herself, that is, if her quivering thighs had anything to say about it. Lily relentlessly licked at her, moaning as she felt the desire slowly build to a head...

"Mff..." She moaned against Cheerilee, her mouth too occupied to form a proper word. Not that she minded, but Big Mac just might when she flexed.

"Wussat?" Cheerilee panted, her own speech impared by the intense pleasure.

"Hmm unnah mfff!" Lily mumbled, caught halfway between talking and licking.

"M-mac, she's gonna... Aah! She's cumming! AAH! I'm... I'M CUMMING!" Cheerilee let loose just as Lily did, both women clenching muscles in response to the various outlets of pleasure afforded them. Shivering and groaning, they climaxed simultaneously, and anyone who might have been watching would have noticed Big Mac's lips spread into a very pleased smile. Since the only other two people present were in the throes of intense orgasmic bliss, it went unnoticed.

"Haahh... Fuck..." Lily moaned, slowly slumping down into the couch underneath both people above her. The reassuring weight of Big Mac and the slender frame of Cheerilee were warm and welcoming to her. Lily smiled, her lips glistening with the remainder of Cheerilee's orgasm.

"Th-that was... Aah, that was good..." Cheerilee blushed slightly, leaning forward to give Big Mac a soft kiss. "But..."

"Oh no..." Big Mac muttered softly.

"I still prefer men. Come on, honey... I'm not the type to leave my man hanging." She took Big Mac's hands, guiding him away from a prone Lily on the couch to the nearby bed. Mac stripped his clothes off quick as he dared, Cheerilee sliding up onto the covers to get comfortable. Lily, never the kind to be left out, followed after. She got a devious idea, the thought of it quickly bringing her arousal around once more. Big Mac was stripped bare now, his muscles still toned and obvious despite him getting on in years. If Lily had to guess, he was close to 40 now. Still, he was solid as ever. In many ways. Cheerilee looked between the both of them, gnawing her lower lip in anticipation for what was to come. Mac gripped her ankles, sliding her slight frame over the sheets until her rear was hanging out over the edge.

"H-hey!" She started to protest, but was stopped as Big Mac lifted her hips with one hand, firmly drawing her tight, heretofore unpenetrated hole level with his own throbbing, still-eager member. She gave a small whimper as he pushed the head against her, then a soft cry as she parted just enough to grant him access. Lily had done a good job lubing him up on the couch, and Cheerilee was most certainly wet enough after the vicious tonguing she had recieved. Lily decided then was as good a time as any to introduce Cheerilee to the other end of woman-on-woman sex. Swinging a leg out, she perched her hips above Cheerilee's the flush on the teacher's face revealing a lot more than she probably thought she did.

"D-do I look... Like this?" She asked softly. Lily ran a hand down her stomach, to her crotch, peeling herself apart.

"Every last detail." She said softly, letting Cheerilee see into herself, in a manner of speaking. "Even down to the..." She rubbed two fingers over her wet slit, pulling them up to her mouth for a teasing lick. "Hmm... Taste." Cheerilee, overwhelmed with curiosity, just had to find out for herself. Breath hot and heavy, she lifted her head up to the epicenter of Lily's sex, her tongue clumsily probing against the folds of pink flesh. Amateur as she was, there was something to be said about her gusto. Lily felt the desire build within her stomach once more, making her twitch now and then as Cheerilee discovered one thing or another. Meanwhile, Big Mac had started thrusting deep and easy, perhaps not as hard or fast as he had with Lily, but certainly pushing almost all of his formidable manhood into Cheerilee. Lily was rewarded with the occasional vibrating moan.

"G-gonna..." She got a soft whimper from underneath her, making Lily smile in return. Cheerilee was liking it. Lily was liking it. Big Mac had no choice but to like it. Smooth as can be, Cheerilee was brought to her orgasm, shuddering underneath the surprisingly tender minstrations of Big Mac. Her hot breath pulsed against Lily's center as the woman climaxed, her entire body tensing and quivering slightly as she peaked.

"F-fu... Fuck." Big Mac moaned, trapped inside the flexing walls.

"Close?" Lily looked over her shoulder at him. He nodded, his face screwed up in concentration. "In or out? Either one of us."

"C-can... I do it onto both of you?" Lily grinned at his pained questions. Cheerilee seemed to relax at long last, letting him smoothly pull out. Lily could tell with the way his shaft bobbed and swayed in time with his rapid heartbeat, he was remarkably close. A few moments of adjustments, and both visages of Cheerilee were pressed together, chests and faces exposed to the ready cock throbbing before them. Giving a soft not, Lily watched Big Mac return his hand to the thick rod, stroking it for a few moments.

"Woah!" Cheerilee gasped as the first strand shot out, aimed way too high. It arced through the air over both of their heads, indenting into the rumpled sheets somewhere behind them. The second hit Lily firmly in her forehead, making her close her eyes and undoubtedly tangling into her hair at least a little. The rest... Well... She lost track after the eighth hit her skin. Eyes shut against the dripping cream, Lily could only hold her mouth open and let Big Mac enjoy the show. When she felt his weight shift into the bed next to her, Lily could only guess he had laid down, spent at last. Cheerilee took her hand, chuckling as they slowly made their way towards the bathroom.

"Did he hit your eyes?" She asked, possibly unable to see in the low, flickering light of the fireplace.

"Uh huhn... He's got a fuckin' cannon down there..." Lily muttered, blindly groping for the wall as Cheerilee guided both of them into the restroom. "Not that I mind... That was actually pretty damn hot." Cheerilee chuckled once more, pulling Lily to the shower. They took a few moments to adjust the temperature before stepping into the hot stream. Lily wasted no time cleaning her eyelids and eyelashes of the thick mixture, thankful she could see again. "Only thing worse than getting it in your hair is getting it in your eyes. I guess I've got no luck with cumshots tonight." She teased, smiling at Cheerilee, who was rather sensually rubbing a bar of soap over her breasts. Lily was distracted at the sight, her white, sudsy hands spreading the bubbles all over her curvy mounds. Lily stared, entranced at the wonderful sight.

"Like the show?" Cheerilee teased, lifting her breasts up with a smile. Lily blinked, flushing slightly.

"S-sorry... I guess you could say I technically prefer women..." Lily muttered, running her fingers through her hair. Rather than deal with the hassle of cleaning out her hair, Lily shifted into her own form, thankfully clear of any bodily fluids. Cheerilee smiled at the change, reaching a hand out to an area of Lily's stomach she guessed had previously been covered with a thick strand of cum.

"Amazing... You even clean all that off when you change..." She said, eyes wide with wonder. Lily shivered slightly as her fingers left behind a trail of suds.

"Y-yeah, but get this..." Lily muttered, gently guiding Cheerilee's hand away from her skin before shifting back into the teacher once more. Her hair was matted with cum, and her skin once more covered in the thick strands.

"Woah! So... So does it, like... Save your... Your disposition?" Cheerilee asked, looking herself up and down in the steam-filled air.

"Yeah. If I use someone that gets too messy, I usually shift to myself, then clean up later... Alternatively, it saves outfits and clothes as well... Chrysalis said something about a sort of temporal storage or something or other long, long ago... I forget what it is. Essentially, as long as I'm wearing clothes, I can change into anyone else with their own... Eer... Configuration of clothes. However, if I'm nude..." She demonstrated her next point by shifting into Big Mac, her form expanding to almost push Cheerilee back against the wall. "I can't shift into clothes."

"That's incredible..." Cheerilee said with wide-eyed wonder as Lily smoothly shifted back to her normal form, running her hands through her fiery red curls. "Changelings are so unique..." She said, returning to scrubbing herself. Lily tried not to stare, to focus on washing herself, but couldn't help but sneak a few glances.

"I never really consider myself blessed..." She said softly. Cheerilee stopped scrubbing to listen. "Maggie just shared something with me earlier this evening... Truth be told, I was in a sort of funk before you two showed up." They switched places, Lily leaning against the wall to talk and tell the story of how she had been so out of it the past week.

"So... You think you don't know what true love is, simply because you're a changeling?" Cheerilee asked to recap. Lily gave a soft nod, suddenly fascinated with the floor of the moderately large bathtub.

"I mean... It's different when you feed on someone. It feels good, but it's kind of like eating a large meal. It fills you up in a different way... Like your stomach gets full, and you feel energized and refreshed... But... What I feel towards Twilight it's... It's so different. I don't even know how to explain it." Lily looked up at Cheerilee with a furrowed brow, a halfway confused expression. "Do you understand what I mean?"

"I think..." Cheerilee said, switching places with Lily once more. "You've got quite a problem... Listen, Lily... If there's anything I've learned about love, it's this..." Lily shut the water off, allowing Cheerilee to talk as she fished out big, fluffy towels. They dried off as Cheerilee continued. "Love manifests in many different forms. There's true love, physical love, all kinds of love... It isn't just... Emotional anymore. For instance, when you look at a handsome guy, or I suppose in your case, a beautiful girl, you get wet, right?" Lily nodded, wondering where she was going with this. "That's physical love, or arousal. Sex isn't called 'Making Love' without reason. When you and a friend laugh over some shared experience, you feel warm, right?" Another nod. "That's a sort of emotional love... The feelings you have for them don't really mean you want to, like, be married and have kids and live together... It just means you care for them, that you have feelings for them..."

"So... What do you think I feel towards Twilight?" Lily asked, fluffing her hair.

"You mean the obvious arousal?" Cheerilee teased, glancing down at Lily's crotch. Indeed, the mere thought of the lusty purple-haired magi had Lily secreting. "Well..." Cheerilee smiled and pulled Lily into a gentle hug. "That's for both of you to find out. Beautiful or disastrous as that love may be, I'd hope you two could remain good friends through it." Lily yelped as Cheerilee's flat palm smacked her rear.

"Hey!" She whimpered, rubbing the stinging mark on her cheek. She swatted at Cheerilee in return, giggling as the teacher yelped and jumped in response. They wrapped themselves in towels and padded back into the room, where Big Mac was snoring peacefully on the rumpled bed. Cheerilee pushed her bangs out of her face with a smile as she looked down at the sleeping man.

"You love him, don't you?" Lily asked, noting the warm expression she wore. Cheerilee glanced at her before returning her gaze back to the sleeping man.

"I think I really do... Macintosh and I have been friends for upwards of twenty years now. Nothing serious, just... You know... We'd stop and say hello, ask eachother how the other's day was going. It was pleasant in a neighborly sort of way... But Lily, I have to say..." She turned that blissfully warm gaze back to Lily. "Leaning about Big Mac, his dreams and desires, all the little things nobody knows about him... It's a remarkable experience. Did you know he likes poetry? And history? Who would have thought, right?" She sighed and gently laid a hand on his shoulder, not even slightly disturbing the big man's slumber. "I do love him. A lot." Lily didn't know if she felt heartbroken or warm.

"Stay here tonight." Lily said softly. "On the house. And stop by to say goodbye in the morning, okay?" She kissed Cheerilee's cheek softly, bidding her farewell to the beautiful, slender teacher as she climbed onto the bed with Big Mac. None of the other girls were out this late, so she slipped down the hall in just her towel. Arriving at her apartment, she shed the towel at the door and walked nude to her own bed. Tiredness caught up with her then, her muscles aching for sleep. She didn't deny them.

The night passed blissfully slow, and when she woke, it was to a gentle knock at her door. Quickly slipping into shorts and a t-shirt, not even caring about the condition of her hair, Lily answered to a smiling Cheerilee and a stoic Big Mac.

"Just thought we'd say goodbye. You have my number, right?" Cheerlee said, giving Lily a warm hug.

"Here, let me get it from you." Lily welcomed them in briefly, scribbling information down on a nearby notepad. She tore a page off with her own number and handed it to Cheerilee.

"I'll call every now and then to chat." Cheerilee said, smoothly tucking the slip of paper into her bra strap. Lily grinned and groped her breast.

"And to arrange another trip, I hope." She got a playful swat on her rear in return as Big Mac cleared his throat from the door. "You too, big guy. Always a pleasure when you stop by." Lily said, opening her arms for a hug. Big Mac chuckled and pulled her into a crushing bear-hug, lifting her feet almost two feet off the floor. They said their goodbyes, waving as the two of them descended into the lounge and out of the front door. Lily closed the door to her apartment, leaning back against it gently. Cheerilee's words returned to her mind, running through her thoughts.

Love manifests in many forms... Emotional... Physical... Happiness... Friendship... Before she knew it, she had the phone in her hand, was dialing a number subconsciously. When a tired voice picked up from the other end, Lily smiled.

"Hey Twi..."

---------------------- Notes from the Author ----------------------

I'm beginning to try and focus more and more on character development. This is due, partially, to the fact that this chapter is set close to the end of the story, and partially to the fact that Cheerilee and Big Mac have a lot to teach the world. Lily's very much a child when it comes to matters of the heart, especially when it's her own feelings involved. Over the course of what is about ten long years, she and Twilight have become closer and closer and closer, as friends, as lovers, as two people. I get the feeling it was almost destined from the start. Twilight was the one Lily confessed to. Twilight accepted Lily for who she was. Twilight's stood up for Lily more than once, vouched for her, confided in her when she was having problems...

That, and I think everyone on fimfiction.net secretly has a hardon for the purple-haired, adorkable Twilight. Nerdy girls rock.

I understand I left this open, once again. Fear not, my friends! I'm willing to bet money that come September, I'll have finished out the last of the requests and will be either working on or completely finished with this story as a whole. What I have planned for the finale will shock and awe every last one of you. But first, I have to finish out all of the requests.

It's been blogged, posted, reminded, and said time and again, but I'll say it once more.

Your deadline for requests is August 7th, 2012. After that, I will no longer be accepting requests. This is because I plan on finishing the story, and moving on to others I've got bugging me. I'll be starting A Different Kind of Love: The Untold Chapters after I finish The Lost Chapters. This story will detail several of the side characters in depth, including but not Limited to Ajax, Maggie, and Twilight. After that... Well... I've got another story I'll be working on ^.^

I am facing a few issues, though... About relation to MLP... While the story I have planned does include minor references to more mature versions of younger characters in the show (Seriously, Applebloom will be close to 40) many of the characters will be original... My own creation. Should I continue posting the story here, or should I move it elsewhere, like fanfiction.net? Your opinions?

On an unrelated note, this chapter took me by surprise. I started out kind of struggling with the content, but I got into a groove, and typed the entire sex and sort of shower talk scene in the span of about 3 hours. A second glance revealed it to be at least mostly grammatically sound, and I feel confident publishing it. Cheerilee is a favorite of mine, though not to the extent Rarity or Twilight are. She strikes me as the sort of sage-like, world-wise teacher who always has some advice to offer no matter what the situation is. The price of that wisdom being a neglected personal life that's slowly coming to bite her in the ass. But this makes for many fun shenanigans! Alas, her introduction to the series comes at a pivotal point of development for Lily, where she's beginning to question the motives, the reasoning behind all the sex she's had. Sadly, we will not be seeing much more of Cheerilee. If at all.

I'm rambling. ENJOY THE CHAPTER, FUCKERS!

I say that with all the love in my heart ^.^

In Loving Memory

-=Dedicated to the best (pega)sister ever. Rest in peace, brony.=-

Lily had been the one to find her. It had been a good portion of the day, and none had seen her, so naturally, a few eyebrows were raised. Lily assured them she'd go check. She told them it was probably okay. They laughed as she left, smiling. The walk to the apartments was brisk, made her smile as her bare feet crossed the warm carpet.

She hadn't been expecting it. None of them had.

The prone form was stretched out underneath the covers, and Lily gently sat on the edge of the bed, running her hand over the frail shoulder underneath. What she felt was cold. Gently, she pulled the covers back, saw the peaceful face turned up in a smile, felt the cool flesh of her wrinkled cheek underneath her fingertips.

"No... No, Maggie, no!" Detached. That was the word for it. Lily saw herself shake the woman, heard her screams rip through the mid-afternoon air, drawing security guards and girls in equal measure. Calls were made. Ambulances wailed. It took three paramedics to pry her fingers off of Maggie, even more to restrain her until she was reduced to a whimpering, sniveling mess on the floor of her mentor's apartment. Her freind. The closest thing she had had to a mother.

Detached.

She floated on, words of sorrow and sympathy came from others, and it was Brenda that drew her out of her reverie. They sat in the emergency room, and all Brenda did was draw her close, rub her back softly. Sniffling, Lily finally stopped crying, just wrapped her arm around her friend and sighed.

"She's going to be okay, right?" Lily whimpered. She already knew the answer to her question.

"I guess we'll find out," Brenda lifted her chin as the doctor walked towards them, his face grim.

"Ladies. I've been Maggie's personal doctor for years now. Ever since she moved to Canterlot. Her case has always been unique, and while we knew it was imminent, we never knew exactly when it would happen. I'll be blunt in saying this. It was quick, painless, and uncomplicated. Years of abuse had left her heart in an unstable condition, giving her irregular heart beats and times she would skip. She entered cardiac arrest in her sleep, her heart began fibrulating, and stopped beating altogether. In her sleep, she wouldn't have felt a thing." The words were little of little console. Lily hung her head and nodded, sniffling.

"Funeral arrangements?"

"I know a good family." The doctor said softly. "They can help you out. I'm sorry for your loss, Lily. Please, may I be informed of the service?" Lily nodded softly, looking up at the doctor.

"Yeah, I can call you." She said softly. The doctor, in a moment of unprofessionalism, embraced the puffy-eyed changeling, mumbled something about sorry, and left. She and Brenda left the hospital, called the funeral company, began making arrangements. When she slipped back into her apartment, Lily was not alone.

"Celestia." She said softly. The princess stood in the middle of the living room, looking as regal as ever.

"You've been told how everyone's sorry for your loss." She said softly. Lily nodded. "How they wish Maggie could have stayed longer. How they wish they could have had more time. Well I say they're full of it." Lily looked up, her eyes welling automatically.

"What..." She said, her voice quivering.

"Hear me out." Celestia raised a hand. "Only a selfish person would wish for more time with someone who's passed. I should know. I know where they go. I've seen it." She gently smiled, her lips curling in that serene, somewhat melancholy sort of way that seemed to calm Lily's heart, make her breathe a little deeper. "No one should ever wish for anyone to come back from that place. If anything, Lily, you should be a little envious. She's happier now than she's ever been before, though there are a few moments that have come close," Lily almost jumped as Celestia was suddenly closer, seeming to appear in the space before her. Her arms wrapped around Lily, drew her close. "Chiefly, the moment she met you... That was a high point in Maggie's life. Come now, Lily. You need rest. You have planning tomorrow."

Lily wasn't even aware of falling asleep. The princess' words rang through her head the entire night. 'I know where they go. I've seen it.' Lily began wondering... Was it so selfish of her to want Maggie back? To be sad she was gone?

Yes... Yes it was. Celestia was right, Maggie was in a better place. A much better place. She had enjoyed her time here, had suffered and prevailed, all of that leading to the person she had been. They had memories, they had wishes, and they had stories. Most of all, they had the comfort knowing the person they all loved was in a good place, with good friends, and good memories of her own.

Lily had never slept more soundly in her entire life.

The ceremony was relatively small and held outdoors, just the girls and guys from the establishment, Jason and the other two security guards, the six wielders of harmony, whom were all close friends to Maggie... Nyralith, Applebloom, Big Mac, and the two princesses. As the ceremony started, Lily stood at the podium at the front. The soft piano music died, and Lily looked at the medium-sized group with a soft, brave smile.

"We gather, not to mourn today, but to celebrate. The life of a woman who impacted all of us in so many ways, many of them good." There was a soft murmur of a chuckle. "Maggie Yarwick lived to be fifty-seven years old, was friend to many, lover, fighter, a talented magi, and successful businesswoman. Her life, like many around her, was simple. She enjoyed fine music, good food, better company, and making others laugh. She had a remarkable talent to draw anyone out of a bad mood, to empathize with young and old alike, to identify with their pain and help them through it. What's more, she was kind and compassionate, adamant in her beliefs, and ferociously protective of those she held dear. Thanks to her, our lives have been made that much better." Lily smiled at the body in the casket next to her.

"We gather today, not to mourn, but to be happy. To celebrate a life. To celebrate the continuation of life. To be the bearers of the principles Maggie lived her life by, to carry the things she taught us into future generations so they, too, can know the joy that Maggie has shown all of us. Our final words to you are this, Maggie... Thank you. For everything." Gently, Lily lowered the lid, drew the shroud over the rest of the casket. She stepped back as Celestia and Luna stepped forward, each laying a hand on her shoulder as she withdrew to be with the others. Using twin threads of magic, the princesses lifted the casket into the air, held it there in a firm grip. Hands moving in tandem, they began to weave an intricate spell, the likes of which left everyone stunned.

Twilight's hand gently found Lily's.

A pure, golden light poured forth onto the casket, almost seemed to be spun from the very daylight falling down upon them all. It twined and wrapped around the casket, crossing the wood in an elegant pattern. The binding finished, and Lily watched as Celestia released a breath from her mouth over her hand, which held a glowing pattern in midair. Her breath washed over the spell, turning into pinpoints of dazzling light that glimmered as they fell. Where they touched the wood of the casket, they glowed even brighter, until magnificent golden-red flames burst forth. The blaze quickly consumed the casket, began burning away at the ends. There was no ash, but instead, glittering pinpoints of brilliant light rose into the sky, glimmering all the way to the heavens. When the blaze was finished, Lily held Twilight's hand tight, necks craned to watch the last bits of a beautiful soul rise into the heavens.

And so passed Maggie Yarwick, friend to many and enemy to none. She lives on, though, in the memories and stories told about her life, the laughs she shared with friends, the lives she impacted so. Lily, the wielders of harmony, none who knew her would forget. They would go on to tell children, if they had any. Thier children would share stories, and their children after them. The lives impacted by Maggie numbered well into the thousands, and for her dedication and commitment to life, the princess wove her name into the stars, forever immortilizing the life of one who had helped so many. Her constellation is seen over the southern horizon, the stars glimmering faintly in the fading twilight of every spring night.

Written in loving memory of Tasha Williams, my sister, my mentor, and my friend. She lived her life serving others, and has impacted many for the greater good. Tragic as her passing is, I don't mourn her loss. I celebrate the life of someone who was a friend to me, who helped me through dark times and darker depressions. I will remember her with a smile, and share her story for all who care to hear it. Simple and uncomplicated as it is, it is a story of happiness and love.

Tasha suffered a great deal in her life. Her inspiration to become a police officer stemmed from a traumatic incident that involved her being greviously wounded. Throat cut, left for dead, naked and used, Tasha fought on, and continued to see the good in people, in life. She fought to protect others, put her life on the line more times than she cared to count, and still made others smile and laugh every day of her life.

I'm no longer sad at the passing of my sister, tragic as it was. Instead, I remember her fondly, with a great deal of happiness and a stupidly big smile. The fanbase is better for having known Tasha Williams, a devoted officer of the law, a woman full of life, a lover, a fighter...

A Brony.

Lessons in Love

--------------------- Request Chapter: Celestia, Lily, and Luna ---------------------

The following takes place shortly after "In loving memory," And is a precursor to the very end of A Different Kind of Love: The Lost Chapters. This chapter will lead into the three-to-five part finale of Lily's tale.

Lily read the note once, twice... A third time. The guard tapped his foot as she flipped it over and scanned the back before re-reading the front for a fourth time. He cleared his throat as Lily proceeded with the fifth. "S-sorry." She muttered. "Please, tell them I accept. Thank you for your patience." She watched as the guard took the note back from her and ignited the parchment without a second glance, the ashes following him out the door into the street. He slipped into a car and drove off quickly, leaving Lily mildly shocked and more than a little inquisitive. The morning was shockingly early, and Lily had still been awake from the night before. She didn't take any customers, and after Maggie's had closed for the night, she felt both restless and bored. She had stayed up and studied more music theory, until she had recieved a call informing her to go to the front door. She had obliged, and was greeted by the guard. More than a little tired now, Lily retreated to her own room for some much-needed rest.

She awoke late into the next evening, brow furrowed as she clung to her pillow for a while longer. It seemed each morning waking up without Maggie was harder and harder on her... Running the business was taxing and time-consuming, and she felt like she couldn't do it half as well as Maggie did... What's worse, several of the girls had left shortly after the funeral, saying they couldn't take customers without the support from the older, world-wise woman. No offense to Lily, she was reassured up and down. The girls retired with a healthy separation bonus, to carry them over while they searched for new work. Maggie's appeared to be suffering without it's namesake. It was only up until her passing Lily realized how integral Maggie had been to the business... She was in the lounge every night, chatting, drinking, laughing... Lily could never in a million years do what her late mentor did for the business. She didn't blame a single girl who left.

Heaving a sigh, Lily hauled herself from bed and went to get showered, dressed, and ready for the long night ahead. The shower helped burn away her more depressing thoughts, and getting ready for the work ahead was making her feel much like her old self once more. Makeup, skirt, blouse, and bare feet, Lily shifted into Samantha Sunrunner and padded downstairs.

"Hey there, sleepyhead." Brenda said softly. Lily smiled at her friend, kissing her cheek.

"Morning. I'm afraid I have to go tonight... I'd tell you more, but it's personal." She sighed in time with Brenda, shooting her the sort of 'what can you do?' look. Brenda waved her off, spanking her rear with a smile.

"You sure LOOK like you're working." She teased.

Oh if only you knew... Lily waved goodbye to the girls already in the lounge, exiting the front door and flapping off into the waning day. She flew west of the castle, over the residential district, and out into the open space on the opposite side of the castle. Here, the currents were strong, rushing up the cliffside to help with ascending avians. It was also the side of the castle the sisters rose the sun and moon from. Lily flew about underneath the castle's protective spell, waiting for the time specified in the note... Just as the moon rose above the plains to the east, the sun setting behind the western mountains, Lily saw a shimmer in the air above her. Signal recieved, she turned into a nearby current and rode it up through the shimmering barrier, the tingle of magic helping her through. Lily had infiltrated the castle in such a way once before, long ago when the sisters needed Lily to appease their powerful brother, Dark Conquest. Wondering why they were taking such precautions again this time, Lily alighted on the same balcony she had before and shifted to her normal form, red curls and all. Neither princesses were in the lounge attached to the balcony, so Lily started a fire and got comfortable on the couch. Save for the crackling and popping of the fire, the castle was quiet. Eerily so. She drew her knees close to her chest and watched the flames dance in the hearth.

"I'm telling you, sister, she agreed..." Lily heard Celestia's voice as the nearby door opened.

"Last time we asked her to come here like this, she suffered probably the most traumatic experience anyone ever has... I know I certainly wouldn't want to be at the hands of our brother..." Luna. Lily stood and smiled at the two as they entered the room, looking regal and beautiful as ever. Celestia gave Luna a playful pat on her stomach with the back of her hand.

"Toldya." Luna grumbled and was the first to wrap Lily in a warm hug. Celestia followed soon after, adding a gentle kiss to Lily's cheek. "Thank you, Lily. We honestly didn't think you'd come, after last time, and in light of your loss... I'm glad you did, however. We have much to discuss." She smiled serenely and cupped Lily's cheek with a gentle hand.

"I almost didn't... Maggie's needs me now more than ever... We're really struggling to stay afloat. I don't know why, but we aren't recieving nearly as many customers as we have been, and many of the girls are talking about leaving. I knew none of them would make a career from it, but we're not recieving any applications, as well..." Lily fretted with the hem of her skirt for a few moments. "I fear I may have to close soon." Celestia and Luna shared a look at that. She almost asked them what they were thinking when Luna invited her to sit.

"Lily," Celestia sat opposite her, while Luna sat at Lily's side. "Luna and I have much to talk to you about, and trust me, we will. But first, we have a proposition... A favor, so to speak." Celestia crossed her legs and leaned back into the couch, her arms raising to rest on the top of the comfortable sofa.

"With all you two have done for me over the years, I don't think it's my place to deny you. Let alone charge, if it's what our standard fare has been lately." The recent foray with Celestia in a room not dissimilar to this one reminded Lily of her conundrum... The one that she was in with Celestia's student... Her gaze turned downward in light of her conflicted emotions.

"Well... It IS in your line of work..." Luna's hand slid into Lily's giving her a gentle squeeze. "But I don't think Celestia means anything along the lines of your last encounter. From what I hear it was rather..." The two sisters shared another look. "Intense."

"What Luna is TRYING to say." Celestia said softly, blushing a little. "Is this will be far from the whips and chains I've been known to use in the past. Quite the opposite, really... Luna, you've been better with the passionate side of lovemaking. You explain it." Celestia appeared slightly flustered.

"I think I'd rather show her." Luna cupped Lily's cheek, drew her around into a deep, passionate kiss. Lily tensed for a moment, but then again, being around either of the sisters was almost always a sexual experience... Lily melted into the kiss with a soft breath, exhaled through her nose. She slid her hands underenath Luna's arms, pulled the princess into a gentle hug. As always, Luna's scent was clean and exotic, smelling of a brewing thunderstorm, or a midnight breeze through a field of nightshade... Nothing unpleasant, whatsoever. Lily's hands massaged the wing joint on Luna's back, the tender muscles relaxing almost immediately.

"Haah..." Luna pulled away from the kiss with a slight flush. "F-forgot about that..." Celestia chuckled from the opposite couch, got a coy glance in response. Lily's lips turned downwards, kissing the corner of Luna's mouth, her chin, down to her throat. It was then Lily felt Celestia's weight settle into the couch behind her. A pair of strong, reassuing hands slid over her sides, around to her stomach, laying flat on her blouse. She shivered and moaned into Luna's neck, almost reluctant as the princess pulled away. Luna's hands gently pushed her shoulders around, turning her into Celestia's grasp. She went willingly, her lips meeting the elder sister's with a soft whimper of appreciation. She mirrored her actions with Luna, reaching up to grasp Celestia's wing joint and massage the soft muscles smoothly. Celestia melted against her, her entire body sagging into Lily's arms.

"She IS good at that, isn't she, sister?" Luna's breath was right on Lily's ear, her lips brushing the fine hairs on the nape of her neck. Smoothly, Luna pressed her chest into Lily's back, her hands replacing Celestia's on Lily's flat stomach. Celestia pulled away from the kiss with a soft nod, smiling as Lily opened her mouth in response to Luna's insistent lips.

"Indeed she is... Come, let's move somewhere a little more comfortable." The three rose, smiling at eachother as they slipped into the adjacent room. Lily pulled her blouse off as she heard the sound of a zipper behind her, Luna's dress, and Celestia pushed her skirt down her long, full legs. It didn't take long until all three women were in their lingere, Celestia crawling onto the bed first. Luna followed after, sliding a hand over her sister's stomach with a lusty smile. The two shared a kiss as Lily entered in, straddling the leg Luna hadn't taken for her own. Together, Luna and Lily showered Celestia with kisses, on her lips, her neck, her collarbone, her forehead and cheeks... One of each of her hands raised into either woman's hair, twining through Lily's fiery curls, into Luna's midnight-black, sparkling hair...

Lily was bombarded with the clear, cool scents, from Celestia's warm, floral scent to Luna's clear, calming one. Luna took over with Celestia's mouth, groaning as she kissed her sister deeply, with plenty of tongue. This freed Lily up to explore lower, kissing the hem of the shoulder strap of her bra, the gentle swell of her breast. Her hands explored the edges of the fabric, soon enough finding a metallic hook in the crevice of Celestia's cleavage. Popping the clasp expertly, Lily felt the fabric release it's fleshy burden, Celestia groaning into Luna's mouth as Lily used her lips to nudge the fabric aside. Time dragged on, all three women more than happy to simply enjoy one another's touch. Celestia certainly seemed to be enjoying herself, moaning and whimpering as Lily's lips traced teasing circles around her areola. At long last, Lily opened her mouth to take Celestia's nipple in, moaning at the fleshy taste. Another scent hit her nose, made her inhale long and deep... This one was more like the summer sun, beating down hot and intense on your hair, the animal smell of arousal and desire. It was...

Primal.

Lily felt a gentle pressure on her temple, and a quick glance through the concealing curtain of her hair betrayed Luna had joined her in suckling Celestia's prodigous breasts. Both women teased and sucked on the hard nipples, hands massaging her stomach as the princess gripped both heads of hair gently. The way her chest rose and fell, growing more rapid with each breath, Lily could only guess where the intensifying scent was coming from. Moreover, another joined it. Very similar, but with a subtle difference... It smelled like... Feathers... Like a feather from a passing raven, mixed with the running rapids of a moonlit river. Surprised, Lily tasted something on her lips... It was milk. Thick and creamy with nutrients, and not very much of it. Just a drop or two. She groaned and rolled it around her tongue, hoping Celestia yielded more. She did, her fingers curling more firmly into both women's head of hair as they gently fed from her.

It was an oddly comforting experience... One that made Lily's hammering heart slow and calm, her muscles relax all the more. It didn't last for long, but Lily got a decent taste before releasing the shining nipple with a breath. She and Luna joined for a kiss, the other princess' lips tasting faintly of the same milk. Of the same mind, both women slid their hands lower, down Celestia's front, underneath the hem of her panties. The fabric lifted with ease, granting both women access to what lay beneath... Sliding hands further, Lily and Luna's fingers touched on either edge of Celestia's moist lips with a gentle touch. Lily felt a tingle of magic against her arm as Celestia herself pulled her panties down and off, granting them both much greater ease in touching her slick core. Still kissing, Luna and Lily both explored Celestia's womanhood, peeling her apart, rotating her clit, sliding one finger in, drawing in so the other could replace it with their own... Celestia appeared to be loving every moment of it, whimpering and panting beneath the gentle ministrations of two experts.

Lily felt her scalp being massaged by Celestia's hands, the elder sister's eyes closed as she soaked in the pleasure from both women. It was when Lily and Luna both inserted one finger apiece that Lily heard her utter the first thing louder than a soft groan. Mouth open, Celestia reached her climax in an arousing display of passion. She was stretched out, muscles tense, as the two women above her explored her twitching core simultaneously. She came down from that high just as the two women pulled their glistening fingers out of her.

Almost as if on que, Luna urged Lily onto her back, Celestia raising up to straddle her from one side as Luna did so from the other. Under the reassuring weight of both princesses, it was Lily's turn to recieve the gentle attentions of the two women. She felt her senses dull over somewhat, the warm tingle of magic helping her to relax. Her clothes left her body smoothly, leaving creamy, soft flesh bared for hands and lips to explore in equal measure. Lily lost track of who she was kissing, who was massaging her stomach, which of the princesses was the one licking her petals softly. All she knew is the haze burned away with each of the two orgasms she reached, and she was only vaguely aware of her own mouth filled with a delicate womanhood. The whole experience was quiet, passionate, and slow... The night passed outside the balcony, unabated by the display of sensuous lovemaking transpiring in the royal bedroom. Her second orgasm came with lucidity, and Lily felt Celestia pull her on top of Luna.

Together, elder sister and changeling made love to Luna's ready body, kissing and licking her in turns, kissing when their hands took over, kissing Luna when the other went to lick the wet lips inbetween switching. Luna climaxed three times that Lily could count, each one coming faster than the one before it. It was so wonderful, Lily was pleasuring and being pleasured by the two most powerful women in all of Equestria, accepting and giving in equal measure. There was a moment of adjustment. Lily fell to her side, Celestia's head pressed inbetween her thighs. Luna's smooth, open womanhood was before her very lips, and judging by the hot breath and gentle moans from her own crotch, Lily could only guess what Luna's mouth was up to.

In that way, Lily on her side, Luna on her back, Celestia on her knees, the three women formed a nigh-perfect circle of pleasure. Licking, sucking, moaning, and using fingers when they were too filled with pleasure to do anything other than pant, all three womean were swept away on the waves of desire.

Seven times.

Lily's numb brain counted seven orgasms... Each just as wonderful, passionate, and fulfiling as the last. The sun edged at the horizon as all three women lay spread-eagle, limbs and hair tangled together as they tried to recollect all that had transpired. Breathing slowly returned to normal, and Celestia was the first to sit up. She laid a hand on Luna's shoulder, gently rousing her sister, who was on the verge of sleeping.

"Luna." She said softly. "We need to raise the sun... To put the moon to rest. And then we ourselves need to rest. Come." She smiled to Lily, who was slowly propping herself up on her elbows. "You're welcome to join us, Lily." Giving a soft nod, Lily felt both the princesses lift her up to her feet. Completely nude, the three woman were suddenly on the balcony, standing close.

"Woah..." Lily muttered, a sense of vertigo washing over her senses briefly.

"Not the first, nor will it be the last we raise the sun nude." Celestia kissed Luna's cheek briefly as they made their way to opposite ends of the balcony. Celestia facing East, Luna to the West, their hands raised and began casting the intricate magic Lily had had the pleasure of witnessing once long, long ago...

Luna's dexterous hands flicked up and down, sending each star to it's home, one by one. When the night sky was clear of them, she extended her magic out to the moon, both hands gently guiding the massive orb of light back home. She was gentle, delicate, and easy, using a firm but soft touch with each and every pinpoint of light. Celestia, on the opposite side, was a display of raw power and emotion. Her muscles bulged against her skin, showcasing this particular princess was anything but soft. Indeed, her powerful abdominal muscles clenched, her thighs tensed, and her arms shuddered with the weight of her magic. Lily hadn't seen it before, when Celestia was wearing proper clothes, but she really was toned... The elder sister was a picture of feminine beauty and health, a flat stomach with wide hips, muscular and shapely legs, and a very large bust. Her arms were slender but toned, not a single feature lost to fat or extra skin... All leading up to a very delicate (if only in appearance) neckline... Her jaw open with a raw growl of primal strength, Celestia hoisted the weight of the sun with her brilliantly-radiating hands, shockwaves of magic and force radiating outwards from her spread feet. Lily fell to her knees, felt the force of the magic push her backwards marginally.

"Come, Lily..." A gentle voice whispered in her ear. Celestia was near the zenith of her task, arms almost fully extended above her head. She looked to her side, feeling a warm hand on her back. Who she saw nearly took her breath away.

"Twilight!" The purple-haired magi smiled down at Lily, her own feet spread against the forces pushing at her.

"Stand up, Lily... Lean on me."

"I-I can't!" She whimpered. "I'm not strong enough!"

"Not alone, you aren't." Twilight grasped her arm, lifting Lily up with a gentle touch. "But together..." Both women stood, nude, against the force of Celestia's burning power. "We can withstand anything!" The last shockwave cracked the floor underneath Celestia's frame, rippled towards them, the visible distortion in the air betraying how hot, how powerful this was going to be. Lily felt a moment's hesitation. About her. About Twilight. About Maggie's, her friends, her customers, her money, her life, love, and happiness. In the breath before the shockwave hit them, though...

Lily forgot it all.

"I love you." She whispered, just as the magic broke upon them.

Special Event

------------- Request Chapter: Orgy -------------

The following takes place at a point in time that has absolutely no bearing on the story, character development, timeline, or interactions between characters. If it weren't part of the chapter list, I'd say this chapter is almost entirely un-related to the rest of the story. Essentially, don't pay attention to individual characters or when they were introduced. Comments like "Well THIS character was in this, so it has to have been after THIS chapter" will be ignored and/or scoffed at while I look at you disapprovingly down my nose.

Oh sweet Celestia, why am I writing this?

"No, we've got to keep a healthy ratio... As much as they're gonna hate missing out, we're going to have to keep the good portion of men out of this little... Event..." Maggie blushed as she went down the list, crossing names out at random. Lily saw many of the remaining names were female. Not that she was complaining. This was going to be intense...

"No, not her... If she shows up, I want her in there." Lily stopped Maggie just as she went to cross out Diane, the postal worker.

"Really? Given her reputation?"

"I think her reputation will need to be re-evaluated if she decides to show. Trust me."

"Alright, if you say so..." Maggie dragged her hand down the ever-shortening list, picking names at random and crossing them out. The roster was dwindling, but for what they had planned, Lily wondered if there would even be enough room. "Okay, I think that's good..." Maggie finished and flipped the list around for Lily to scrutinize.

"Okay, good... Good... Oh yes, please! Yes, yes... Okay... Hmm.... Oh, that's right! Yeah, this checks out." She smiled and signed the bottom. "Should be good." The list was rolled up and handed to Brandon, standing nearby. He scanned over it once, nodded, and left the office. Lily could have sworn she saw a blush on his face... Was he jealous? Chuckling, Lily grasped the glass of scotch and downed it, blanching slightly at the burning sensation.

"Why don't you go and get ready, Lily? I'll make sure everything else is in order." Maggie said, sipping at her own glass. With a smile and a teasing spank, Lily left the office and went to her own bedroom. Once inside, she sighed and tried to focus her thoughts through the haze the alcohol had given her. With a soft breath, she stripped nude and padded to a nearby dresser. Not that her clothes would matter, they'd be off in a manner of moments once they all got around to it. With an hour left until the doors opened, Lily focused more on personal issues. She shaved and trimmed and shifted her hair, changing into as many different people as she could recall. Liam, Samantha, Dancer, Tobias, and duplicates of all the six wielders of harmony... Other people like Shining Armor and Cadence, Octavia, and Lyra she tried as well.

"You never know who you want to be..." Nyralith had told her over the phone a while ago. Satisfied she had most if not all of them down to a tee, Lily shifted back to herself and pulled on a loose blouse and simple skirt. Nothing fancy, and no underwear. Fifteen minutes until the doors would open, Lily made her way down to the lounge, where all the girls were chatting excitedly. This was going to be... VERY intense...

"Lily." Five minutes to, Brandon called her to the front door. She padded over, looking up at the intimidating man with a smile.

"What's up?"

"They're starting to get antsy..." He jerked a thumb to the small viewpane set into the door. Looking out, Lily could see movement of the small crowd gathered out front, people jostling and chatting excitedly.

"Looks like we're opening early." Lily nodded to give him permission. Slipping back to be with all the girls, Lily watched as the front door opened and guests began moving in one after another. They came in twos and threes, women and men, all smiling and laughing as they looked around the lounge with bright, smiling faces all looking up at them. Many of them, Lily recognized. Some of them didn't recognize Lily, and she tried to shift into a familiar face as they approached. One of them, Octavia, widened her eyes as the handsome, muscular form Lily had used to seduce her appeared in the lounge, still wearing the elegant suit she had been that night.

"Oh, you coy little..."

"There's a reason I invited you." Lily pulled the flushing cellist into a hug, smiling as they kissed briefly.

"If I'd have known..."

"Trust me, darlin'. You aren't the first I've tricked like this. Run along onw, we'll meet up later tonight." Lily gave her a firm spank and a grin, making her yelp and flush deeper as she walked away to chat with Lyra, who had just shown up. Lily smiled as she shifted back into her own form, blinking as someone new walked through the door. "Mayor?"

"Oh! Lily! Shame we haven't been able to play any poker lately." She winked and nudged Lily's ribs.

"I only ever played as..."

"Applejack told me." The mayor said with a smile. "Water under the bridge, I trust." They shook hands, Lily smiling as another familiar face slipped through the crowd to say hello.

"Trixie. Always a pleasure." They embraced gently, though Lily got a more-than-friendly pinch to her rear. She whimpered and blushed at the grinning Magi.

"Like the Great and Powerful Trixie would miss an event like THIS!" They kissed as she sauntered off, introducing herself with flair to another group of bystanders. More and more guests came in, and Lily lost track after twenty... Though, a recent arrival caught her attention.

"Fluttershy?!" Lily said incredulously as the shy avian slipped in. "I would never have imagined you'd come to an event like THIS..." Lily wrapped her in a gentle hug.

"W-well... I'm trying new things, so... Rainbow Dash wanted me here..." She muttered, looking around at all the people milling and socializing. Drinks were passed about in abundance, and more than one patron appeared to be a little tipsy already. "Are... Will all the people...?" Lily nodded down at Fluttershy with a soft smile.

"Afraid so... If you want to leave, I won't judge you."

"N-no! I wouldn't! I couldn't!" She flustered, blushing a little. "B-besisdes... I would have bought this for nothing..." She opened her purse, allowing Lily to peer inside.

"Woah... Well, good thinking bringing it along... Most of the women here are lesbian, or at least Bi... I was beginning to wonder if we'd have enough men... I see you thought ahead." Fluttershy smiled softly, embracing Lily for a few moments before wandering off to chat with Rainbow Dash, who had swooped in the door earlier. Rarity arrived, along with a ponyville nurse Lily had seen now and again. Much to her surprise, the doctor who had treated her was there as well. She walked up to him with an inquisitive look.

"What?" He said before she could ask anything. "Sex is a phenomenal physical activity... It increases heart rate, promotes cardiorespiratory health, releases vein-dilating endorphins, and above all else..." He smiled in a totally non-professional way. "It feels incredible. Trust me, Lily. I'm not here in the professional capacity this evening."

"I was just gonna say I was looking forward to paying you back for all those weeks of bedrest." She pressed close. "Solitary. Bedrest." With a chuckle and a smile, Lily left the doctor and went to greet Nyralith and Rarity. "Nyra." She said curtly, her changeling sister looking her up and down.

"I'm only here because Rarity insisted." She huffed, nevertheless admiring Lily's breasts underneath the blouse. Rarity waved her off as she embraced Lily.

"Pay her no mind, darling. She'll be wrapped up and spun out before you know it, believe you me." She chuckled as Nyralith opened her mouth to protest, slowly closing it when she didn't have an argument. Lily kissed Rarity's cheek before embracing Nyralith gently.

"It'll be good to have another changeling out there. Mixes things up a bit." She pinched Nyra's rear, got a yelp from the blonde-haired woman in return. Again, Nyralith opened her mouth, but this time was cut off as Lily shoved her tongue inside.

"Oh my." Rarity's blush matched Nyralith's as she slowly melted into the hot kiss, Lily groaning as she held the slowly-relaxing changling.

"I hope I didn't miss the start." The familiar voice made Lily pull her tongue away, a generous strand of saliva stretching between the two changelings as she looked at the newcomer.

"P-princess Celestia?!" Lily stammered, wiping her lips. "Wh-wh-" A slender finger pressed to her lips as the princess smiled down at her.

"Why, pray tell, would I EVER want to miss something as epic as this?" She teased. Luna hovered over her shoulder, casting a lusty glance at none other than a blushing Rarity. "I assure you, my student is around here as well... Though she may very well be toying with the invisiblity spell she's just discovered. Ah well. She'll turn up on one mouth or another throughout the night. When does this begin?" Celestia looked around at the gathered crowd, more than a few people looking at the two princesses who probably seemed so out-of-place, they wondered if there were two other changelings present. Lily smiled at Celestia and gestured to a side hall.

"As soon as we get as many people as we can hold, we'll begin... I think..." She looked towards the front door, just as Brandon shut it behind the last guest, who was none other than a woman Lily only knew as Berry Punch. Brandon gave her a signal, and she nodded. "Yes, we're ready to begin. Follow me." Celestia, the attention-holder for a good portion of the gathered crowd, followed Lily, and as such drew almost everyone else down a wide hall. Lily didn't go far, as the room they had prepared was just around the corner and down another short hall. Nestled into the ineterior, this room was actually four that had been joined together for this specific occasion.

The room itself was a sight to behold. Taking a design tip from the princesses themselves, Lily ensured the beds had been sunk into the floor, so the tops were level with the rest of the lush carpet. Four bathrooms stood with doors open, to welcome any who wished to make love in the showers, bent over the sinks, or in a bubble bath. All four fireplaces blazed with crackling flames, and all the lighting fixtures were dimmed down quite a bit. It all made for a very muted, warm appearance, the rich red carpets and golden trimmed pillows added an air of passion to the situation. All about were comfortable pillows, some large enough to hold a person, others jumbled together in makeshift beds. Lily led Celestia into the room, followed by no less than thirty others. They all fit well enough, and the door closed behind them. Surprisingly enough, no one started...

"Oh come on," Lily huffed at the gathered crowd. They all looked at her expectantly. "You know why we're all here." She stripped her blouse off, bare breasts finally exposed. "Let's not dance about it any more..." With a sudden motion, Lily reached out to a shocked Berry Punch, slid a hand around the woman's waist and drew her into a passionate, tongue-filled kiss. Shocked at first, the tall, slender woman slowly melted against Lily's touches, groaning as the changeling's hands worked at pulling her shirt up and off. It started there, the two women kissing and touching, and slowly radiated outward. Lily heard zippers drop, bra clasps pop, kisses smack, and groans fill her ears from all around.

Berry Punch was pulled away, making Lily blink, but she was soon replaced with a rather insistent male Lily hadn't met before. His hand slipped under the hem of her skirt as his lips pressed to hers. She surrendered with a pant, feeling his fingers probe her crotch experimentally. Writhing her hips, Lily managed to slide her skirt down her legs, freeing her crotch for him to explore as he saw fit. He was... Very skilled. Lily felt her juices flow freely, even as another person cupped her chin, pulled her around to kiss them instead. Her eyes remained closed in light of the passionate exchange, but she could tell whoever was kissing her now was most definitely female. Not that she minded, the slender and slick tongue was working wonders inside her mouth. The man who had been kissing her was now focused on her breasts, and Lily heard the soft sound of flesh-on-flesh... So someone was already fucking for real...

Guided onto her back, Lily felt her skirt leave her body entirely, and a head press inbetween her thighs. Hauntingly familiar stubble informed Lily it was the same man that had torn Berry punch away, and the woman was still insistently kissing Lily... Only... Was she jumping? Lily opened her eyes, lips torn from the woman long enough to see it was none other than Trixie, and the jumping could be attributed to the fact that a strapon-wearing Fluttershy was busy humping her from behind, all the while Trixie kissed Lily. Needless to say, the man inbetween her legs got a little more wetness than he had previously been working with. Massaging Trixie's breast with one hand, Lily beckoned a hesitant though nude Rainbow Dash closer. She slowly sank to her knees next to Lily, who smoothly slid her fingers into Dash's bared sex.

"Gaah!" Rainbow Dash grabbed her wrist, almost pulled Lily out. "N-not so fast..." She whimpered. Lily smiled and pursed her lips, urging Dash down into a kiss. As their lips met, Lily started sliding her fingers in and out, moaning against Dash's mouth as the man started to flick her clit with his tongue. Seriously, whoever this guy was, he was good... One hand full of Trixie's bouncing breast, the other inside Dash, Lily was having the time of her life... Only when the pleasure faded from her crotch did she pull away from the kiss with Rainbow Dash. Looking down, the man had re-adjusted so it wasn't his mouth against Lily, but a pulsing, eager member instead. Both Rainbow Dash and Trixie watched with envy as he gently rubbed his head up and down, coating the tip of one of the few hard cocks in the room with Lily's juices. Smooth as can be, he slid in, and Lily's back arched. Dash, always the opportunist, pulled away from Lily's hand and swung a leg over her head.

Mouth now full of an eager avian woman's vagina, Lily couldn't help but take to the task with gusto. Dash whimpered and moaned as Lily licked her eagerly, and apparently she and the man inbetween Lily's legs were sharing a rather heated kiss. Licking and being fucked at the same time, Lily was soon lost in the firm, rough thrusts of the man, her legs quivering before long. She moaned upwards into Rainbow Dash's slick sex, which made the panting Avian squeeze her breasts in return.

"Gonna... Cum..." Lily heard the man pant. She was a fair distance from her own orgasm, but then again, the night was very young... Lily felt the man thrust deep and unload his pent-up stress, just as Rainbow Dash dropped her hips firmly against Lily's mouth. Thankful the Avian was holding back the flood she normally released, Lily groaned and relished in the feeling of two people cumming thanks to none other than herself. Kissing Rainbow's dripping slit once more, Lily let the Avian slide off of her, just as she looked down at a shifted Nyralith inbetween her legs.

"Oh damn..." Lily moaned. "I should have recognized you."

"Good thing you didn't. I'm off to find Rarity." Nyralith kissed Lily's stomach, getting to her legs with a smile. Panting, Lily looked over at Trixie, who had now switched places with Fluttershy. Whimpering and eyes closed against the firm thrusts of the Magi, Fluttershy actually seemed to be enjoying herself. Deciding to ease the tension, Lily adjusted until she was laying underneath Fluttershy, her mouth upside-down underneath the pleasured Avian's. Much like she had with Trixie, Lily kissed Fluttershy, which helped her relax immensely.

"I'm cumming!" Trixie panted from behind Fluttershy, whimpering as she slid into her current partner, her legs shaking. Lily stroked Fluttershy's hair and left the two behind, crawling over to a nearby woman on her back, with the postal worker Diane inbetween her legs. So even the klutzy woman was open to new things. Smiling, Lily slid her hands over the prone woman's stomach as she rested her hips above her mouth. She felt the tongue slide out and eagerly lick her, moaning at the exotic taste of Nyralith's cum inside of her. Diane appeared to be picking up the intricacies of the licking motion, if the whimpers of the girl underneath Lily indicated anything. From her position, she could see out over the floor, at the bodies of all the other couples engaged in various acts of sex. She saw Rarity wrapped up with an eager Princess Luna, both women kissing and fingering eachother. Celestia was busy riding Big Mac while she licked Cadence, and Shining Armor had Applejack flat on her stomach, thrusting into her roughly.

The cacophany of moans and flesh-on-flesh all melded into the best soundtrack Lily could ever want, full of wonderful crescendos as two partners reached climax, the staccoto sound of several rough, slapping thrusts, wet noises as women more well versed in the art of squirting covered their partners with feminine ejaculate. Lily herself was soon approaching her own orgasm, and soon enough, she lifted her hips and flicked her own clit over the hungry mouth underneath her dripping slit, spurting a thin stream of cum all over her face. Licking her lips, the woman looked up at Lily with a smile, almost thanking her. Diane had stopped licking, and was smiling up at Lily with her own lips shining. Lily kissed her before standing and taking a better look all around...

"Wait." She said softly, catching sight of something that was both arousing and interesting.

"Hmm?" Shining Armor stood next to her, an arm around her waist. Lily pointed.

"Is that... Fluttershy getting head with a strapon from the mayor?" Several others nearby looked at the arousing display. Fluttershy, propped up on a small pile of pillows, had her legs spread around the older woman inbetween them. The mayor, hands gripping Fluttershys thighs, was busy deep-throating the purple penis deep into her mouth. Each bit of pressure from the mayor's skilled mouth made Fluttershy arch her back and cry out, thin voice raising in time with the sliding motion.

"That's..." Shining Armor started to say.

"That's hot." Lily finished for him, smiling as she fell to her knees. Shining Armor took her hair in his hand, guiding Lily's open, hungry mouth to the head of his eager cock. Applejack, panting hard from the rough ride he had just given her, looked up at Lily as she smoothly took him as deep as she could. Shining Armor pulled her mouth further, pushing the head of his pulsing shaft into her throat. Thankful she had an expert gag reflex, Lily held him there, her hands crossing behind her back to let him do as he pleased, no interference from her.

"F-fuck..." Shining Armor moaned, pushing his hips forward and back. Lily felt drool spill out of her lips, landing on her breasts. Shining Armor kept thrusting, using her mouth like any other hole on a woman... She felt her senses dull over as his firm, slippery flesh invaded her mouth and throat over and again, and she felt herself grow more and more wet. "Push your ass out. I think someone else wants in on this." Lily felt a pair of hands lay on her waist as Shining Armor commanded her. He pulled her head down as he sank to his knees, never once sliding himself out of her mouth. Now, Lily was stretched out, her ass exposed for whoever it was behind her. The fingers were slender and thin, but the cock brushing over her wet slit was anything but feminine. She ached to see who it was, but the way Shining Armor was using her mouth, she couldn't turn her head.

"HMM!" She moaned as whoever it was behind her slid in, filling her to the brim. She oozed wetness, completely aroused at being spit-roasted so effectively... One hand left her hip, and Shining Armor raised his hand as well. A slap of a different kind sounded in the air above Lily, and she had no doubt Shining Armor and the mysterious stranger behind her had just shared a high-five. Drooling onto the carpet, Lily could care less. Shining Armor's thrusts came faster and faster, and soon enough he started pumping cum directly into Lily's stomach. She swallowed every bit, moaning as she felt each sticky strand pour down her throat. Pulling out with a spray of saliva, Shining Armor moved on to the next woman, leaving Lily face-down on the drool-dampened carpet. She finally got a look at who was behind her, and smiled when she saw who it was.

"Of course Vinyl Scratch wouldn't miss out on a party like this." She groaned, yelping as the DJ delivered a firm smack to her asscheek.

"Damn right I wouldn't! Thanks for the invite, by the way. I figured I owe ya one for this. Inside or out?" Lily groaned and writhed her hips against the DJ's insistent thrusts, which came harder and faster.

"Out, please..." Lily wanted to see what was happening in the bathroom. Obligingly, Vinyl pulled out and stroked her pulsing shaft to orgasm, groaning as she spurted several thick ropes of creamy release all over Lily's back, her rear, making sure to dribble the last bits onto her pucker. "Thank you, love." Lily stood and cupped Vinyl's cheek, the panting woman smiling and giving her cum-covered bottom a smack as she turned to walk away. Stepping over Applejack, who was still laid out on the floor and currently on the recieving end of... Was that Soarin?

"The hell?" Lily said, one foot on either side of Applejack as she looked down at the supposedly gay Avian plunging his member deep into Applejack.

"What?" He said innocently, leaning forward to kiss her leg. Lily shifted into Liam, and Soarin's eyes widened. He paused for a little, making Applejack look up at both of them. "Oh! It's you! Hahaha... Yeah... Awkward."

"Hey." Applejack lifted her hips, bumping her ass against Soarin firmly. "You ain't done yet. Git back to it, mister." Lily chuckled and cupped his cheek before walking away, around a heated Nyralith, Rarity, and Luna threesome, past Octavia going down on a whimpering Fluttershy, and into the bathroom. The shower was running and the door open, so she left it like that while she stepped under the hot stream of water. She closed her eyes and let the water wash over her, rinsing away Vinyl Scratch's cum and the sweat that had lathered her skin over the past few encounters. Opening her eyes, she saw none other than a positively soaked Celestia slip into the shower with her, smiling in a very pleased sort of fashion. Her entire front was speckled with long strands of cum, from neck to navel.

"That, uh... Macintosh... He's pretty well-endowed..." Celestia murmered with a blush, nudging a shocked Lily with her hip as she took the hot stream of water. Lily chuckled and ran her hands all over Celestia's front, buffing away the sticky strands with the help of the water. Celestia groaned underneath Lily's hands, leaning back against her. Lily grew more adventuresome, sliding her hands down to Celestia's perfectly smooth crotch. Greeted by a fair amount of feminine arousal, Lily easily slid two fingers into the groaning princess' dripping hole, the water lubricating her action further. Celestia panted as Lily used her other hand to pleasure the princess' clitoris, quickly flicking and rotating it side-to-side.

"Come on, Princess..." Lily urged, kissing the joint of Celestia's wings. "Don't hold back on me..."

"Q-quiet... Lily..." Celestia moaned, her hands spreading to lay flat on the walls of the shower. She grunted as Lily slid a third finger in, muscles tensing around the invading digits. "Aah!" Her back arched as Lily began wiggling all three fingers around. "I'm cumming!" Lily pulled out and flicked her clit faster, bringing the princess to a quaking orgasm inside the shower. Both women, dripping from head to toe with water, exited the shower a few moments later and entered the foray. Men who were spent and recuperating sat or leaned against the walls, watching the other couples go at it. The mayor was busy bouncing atop the ever-resilient Big Mac, and seemed to be loving every moment of it. Celestia left her side, leaving a trail of dripping water on her way towards a recovered Vinyl Scratch just as she set in on Berry Punch.

"Hmm..." Lily tapped her lip with a finger, looking over the various groups going at it. Spying someone fun, Lily shifted into Liam and fell to her knees behind Pinkie Pie, who had her ass thrust out as she bent forward to lick energetically at a seemingly reluctant Aloe. Surprised the spa mistress had showed up, Lily was nevertheless thankful as she took a moment to line up... Before even touching Pinkie Pie, Lily pushed forward hard and fast, parting her lips and gliding in with ease.

"Aah! Fuck!" Pinkie Pie arched her back at the sudden intrusion, looking back at Lily, who had since laid her big hands on Pinkie's waist and was roughly slamming into her. "L-lily! Or is it Liam? Oh fuck, I dunno! Aah! Keep going!" She flopped forwards and returned her attention to Aloe, licking her clit rapidly. Lily grinned down at Aloe, who was apparently very close already. She arched her back and gasped, flooding Pinkie Pie's mouth with her release. Giggling, Pinkie sat back up and wiped her dripping chin. "Good stuff! Now give it to me real good, big guy!" She panted, hands stretching backwards to rest on Lily's wide hips. She thrusted deep and smooth into Pinkie Pie, making her breasts jump each time their hips met with a firm smack. Lily moved her hands from Pinkie's hips to her wrists, pulling her arms out straight behind her as she smoothly slid into Pinkie Pie, fast and easy.

"In or out?" Lily panted, feeling close for her first male orgasm.

"Inside, pretty please!" Pinkie Panted, her lips shining with a little bit of pleasured drool. "Fill me up to the BRIM with your cum, baby!" Lily grunted as she drove deep into Pinkie Pie's twitching cunt, pumping several thick strands nice and deep into the groaning woman. "Thank youuuu~" Pinkie Pie groaned, falling forwards as Lily slipped out. She kissed Pinkie's round ass before standing up and moving on to the next contender. She shifted to Lily and cast a glance at some of the men against the wall, getting a few looks in return but no takers. Pouting playfully, Lily decided to hunt down Fluttershy and that elusive strapon.

"There you are..." Lily spotted Fluttershy, who was busy sliding into who Lily could only guess was Lyra, when a purple field of magic encased her. "Aah! Hey!" She started to protest as she was lifted from the ground. It wasn't blue, so it wasn't Vinyl... Purple belonged to... "Shining Armor, you had your turn with me..." Lily whimpered complainingly. "Lemme go..."

"That... Isn't me..." Shining armor said from his spot at the wall. Lily turned to see him leaning against the wall with his wife at his side, both of them seemingly spent.

"But..."

"Hello, Lily." The mysterious figure appeared from thin air before her. Lily gasped.

"Twilight!"

"About time I joined the party. Get this, I found a spell for mass rejuvenation. It was in the Starswirl the Bearded section." Still holding Lily in her magical grip, Twilight began weaving intricate patterns of light in the air before her. Each of them glowed and pulsed as she traced out more and more. Glancing at Shining Armor, Lily could confirm not even the captain of the guard had seen this spell before... Trixie, who had been licking Lotus, raised her head as well. Twilight finished, the pattern before her rotating in a circular motion as she thrust a glowing hand towards it.

"Haah!" The spell-form shattered, each of the carefully-drawn characters glowed and pulsed before melting into a vibrant, transparent goo the same color as Twilight's magical energy. Lily watched the goo expand and wash over all the bodies beneath them, covering them all as it radiated outwards. When it reached the walls, the men perked up and watched the magic wash over their bodies, climbing up their legs and onto their members. One final motion, as Twilight lifted the same hand she had punctured the spell with and closed a fist. The purple substance faded away in a shimmering display of light, leaving behind...

"Hey!" Soarin perked up first. "I'm hard again!"

"Woah, me too!" Shining Armor chimed in.

"Odd... I feel re-energized... Like I can keep going..." Trixie flexed her fingers a few times before looking down at a blushing Lotus, who beckoned her in to continue licking. Fluttershy, speechless, was certainly thrusting harder now. Glancing to the side, Lily saw quite a few women clamoring for Big Mac. Spotting Lily's gaze, the big man just shrugged and wrapped a big arm around Rainbow Dash's waist.

"Eeyup." Laughing, everyone set in on eachother again, re energized and rejuvenated. Lily was eager to get back into the action, now that her fatigue was gone, but Twilight's hold was strong.

"Oh no, you're not going anywhere." Twilight grinned up at Lily. Blushing, Lily relaxed, and surrendered herself to Twilight's ministrations. Smooth as can be, the magi slid her hand up Lily's thigh, inbetween her legs, and rubbed her fingers into the sensitive changeling's clitoris. Lily groaned in response.

"Please..."

"Oh don't you worry..." Twilight teased. "I plan on making you cum before long. That, and I gotta get in on some of this myself... Unless I'm mistaken, I hear Big Mac has a thing for me. So let's make this quick, before some other girl taps him out." Plunging two fingers in, Twilight roughly penetrated Lily's glistening womanhood, making her arch against the magical hold and cry out in pleasure.

"HAAAAHNN!" Lily gasped, feeling Twilight curl the fingers. Her other hand raised as well, a third finger joining in to search for her swollen clitoris. Finding it with ease, Twilight twitched it side-to-side, smiling as Lily writhed in midair. "T-twilight!" Lily gasped. "You're gonna make me cum already! I'm cumming! I'm cumming! AAAAAHHNN!" Crying out with pleasure, Lily felt the orgasm pound through her veins, her release gushing out onto Twilight, the carpet, and spraying onto a nearby coupling of Soarin and Nyralith. Twilight set her back on the carpet, wiping the wetness from her breast with a smile.

"I'm off. See ya around, Lily." Twilight teased, licking her fingers clean as she wandered off in the general direction of Big Mac. Lily, still somewhat shaky, flopped onto a mysteriously empty nearby bed. Not that she was tired, she just couldn't trust her legs. Thankfully, the space inbetween her legs was currently occupied by Luna, who stretched out atop her.

"I've been with only women so far tonight, Lily." Luna whispered softly. "Could you do me a favor?" Lily nodded and smiled as she shifted into Tobias, a form new to Luna. Smiling, the Princess spread her legs to either side of Lily's slender waist, grasped her ready member, and easily slid it in. "Aah! Thank you!" Luna cried out, moaning as she immediately began lifting and dropping her hips. Lily groaned and laid her hands on Luna's thighs, watching the ravashing princess ride her hard and fast. Apparently, the rejuvenation spell worked on EVERYONE in the room. They were all licking, thrusting, generally just fucking, harder and faster than before now. The sound of flesh impacting flesh sounded from all over as the spent men re-entered the fray, releiving their stress upon the thankful multitudes of women. Since discovering the scatterbrained Diane was open to different things, Lily could guess that every woman present was either bisexual or lesbian. The men weren't the only ones enjoying themselves. Women licked and fingered left and right, and even as Lily was being rode by Luna, Applejack came and settled her hips over Lily's mouth.

"Come on, darlin'. I know that's Lily down there. Get to it, girlie." Hands pushing into Lily's shaggy blonde hair, Applejack roughly pulled her lips up to her own dripping hole. The fact that Shining Armor and Soarin, along with who-knows-else had been in there already, would have turned any normal man off. Thankfully, Lily was anything but a man or normal. She licked eagerly, roughly, dragging her tongue over Applejack's twitching hole with gusto. Luna had probably forgotten all else, as she was busy bucking her hips roughly atop Lily's throbbing manhood. Hands grasping Applejack's firm ass, she licked and lapped at the country woman until she came, gushing a little bit of fluid from her sensuous lips.

"Thank ya kindly." Applejack teased, giving Lily's cheek an appreciative, if rough, pat before standing up and moving on to other things. Lily hardly had a moment to breathe before Twilight showed up.

"Couldn't stay away for long," She groaned. Lily set in on Twilight eagerly, tasting something... Else... "Ooh... Big Mac left a lot in there for you..." Twilight groaned. Luna, meanwhile, had reached her orgasm, and with a flushed 'thank you' moved on to another woman. Twilight twisted around and fell forward, her mouth opening to take Lily in. Laid out in a delightfully sticky 69, Lily and Twilight licked and moaned against one another eagerly. Lapping up Big Mac's substantial load only turned Lily on more, making her throb inside Twilight's expert mouth.

"Gonna cum!" Lily panted inbetween heated licking sessions. Twilight urged her on by pulling out and stroking her lubricated shaft rapidly. Her hand soon lost muscle control, however, as she came herself. Thighs shaking, Twilight pushed the rest of Big Mac's cum into Lily's open mouth, right as the changeling bucked her hips and spurted a healthy load of cum all over Twilight's front.

"Come on!" Twilight panted, standing and taking Lily's hand. Energized from the spell, Lily was able to follow after eagerly. "Let's go get cleaned up so we can come back." They left the floor for a different bathroom than the one before, surprised to find a small crowd inside the shower. "Ooh..." Twilight groaned, spying Spitfire from the wonderbolts taking it from Shining Armor and Rainbow Dash, wearing a strapon. "Or... We could stay here."

"Switch ya." Lily slapped Shining Armor in a high-five, taking over as Tobias as she slid into Spitfire's pulsing hole. Shining Armor stroked himself off to the side as Rainbow Dash went after Twilight with the strapon.

"Hmm... I'm not keen on fuckin' my own sister..." Shining Armor muttered. "Lily, think you can help me out here?" Lily thought for a few moments, which was difficult considering Spitfire was deviously tight around her cock. She snapped her fingers and nodded.

"I think I can. Hang on, Spitfire." Lily smoothly shifted into Miranda, the hermaphordite Pinkie Pie was most familiar with.

"Woah!" Spitfire said, looking back at her. "Chick with a dick! That's new!" Lily just chuckled and gave her wet ass a spank before she slid back in, pushing her rear out for Shining Armor.

"Much better." Grinning, the avian pushed his own long shaft inbetween Lily's legs, piercing the waiting hole with relative ease. Three members deep, Lily groaned as she was caught between the sultry, tight Spitfire and the muscular, well-endowed Shining Armor in a steamy sandwich. Already more than enough warmed up from the spell, Lily couldn't hold back long. Spitfire gave out first, though, crying out as her legs gave way and she fell to her knees on the shower floor. Lily leaned forward, gasping as Shining Armor took advantage of the opening. Cock jumping with each of his rough thrusts, Lily felt both parts of her sex orgasm simultaneously. Spitfire was coated with several strands of cum even as Shining Armor elicited a fair amount of thin, clear liquid from her pulsing womanhood. He pulled out and smoothly slid into her pucker, and Lily was remarkably okay with that... It felt incredible. However, she was now equipped with two completely useless tools... Shifting once more, she changed into Dancer, grinning over at Rainbow Dash.

"There you are! I was hoping I'd get to see you again!" Dash slipped out of Twilight and adjusted her strapon against Dancer's tight, shaved center. Smoothly, with more than a little aid from the hot shower, Rainbow Dash occupied her other hole, joining Shining Armor within Lily's pulsing core.

"Aahn!" She cried out, even as Twilight and Spitfire started making out underneath the hot water. Watching them, being penetrated by two thick rods, Lily gave in once more. Legs twitching so badly it took both Rainbow Dash and Shining Armor to hold her up, Lily came for... Was it her fifth? Or maybe her sixth? She didn't know, nor did she care... Shining Armor was plastered deep within her, and if his heavy breathing was any indication, the warmth she was feeling was from more than just exertion. Panting, hands curled into both heads of hair, Lily finally sunk down to her own two feet.

"Twilight..."

"Hmm?"

"How... How potent was that spell?" Lily asked. Twilight pulled away from Spitfire with a breath.

"I... I don't know... Odd, isn't it? I feel like I'm good for another..." Spitfire was apparently of the same mind, as she stretched out on her back on the shower floor, beckoning Twilight to straddle her face. "Oh, fuck it... Let's just keep going!" Twilight dropped her center onto the hungry avian all-star's mouth, grasping Lily's hips and pulling her forward. Rainbow Dash slipped out of her strapon and tugged Shining Armor out onto the floor, leaving the three of them to the shower. Lily leaned against the wall, looking down as Twilight hungrily attacked her eager hole with her tongue. Spitfire's hands reached up to pinch and roll Twilight's nipples, even as she licked at the magi's walls. Lily glanced up as a flustered and cum-covered Rarity entered the shower.

"Nyra really needs to learn how to control her orgasm- oh!" She spotted the three going at it, the strapon on the floor. Smiling wickedly, Rarity stooped and lifted the device, wiggling it back and forth. "Takes you back, eh Lily?" She teased, stepping into the harness smoothly. Lily gnawed her lip and nodded, watching Rarity adjust. "Three eager holes, and only one shaft... I wonder who wants it most..."

"Lily hasn't had it yet." Twilight panted, pulling away with a breath. Her fingers reamined, though, peeling Lily's dripping slit apart.

"Right then. Come on, Lily." Rarity stepped over Spitfire, guiding the head of the strapon into Lily with ease. Twilight pulled the avian up, both of them cleaned enough to exit.

"Come on," She urged. "Let's finish this out there." Together, the two left, leaving Lily and Rarity against the wall of the shower. Lily, markedly friskier than normal, smiled as her hands slid down Rarity's slender form.

"What are you planning..." Rarity started to say, but was stopped by an insistent finger prodding her back door. "Oh! Oh my... I, uh..." Rarity flushed bright red, her motions stilled as Lily gently poked her.

"Relax. It's just one finger. It'll feel great."

"N-no, I know... Nyra's showed me... I... Please, put it in?" Rarity leaned forward to kiss Lily just as her hips started thrusting again. Moaning into her lips, Lily couldn't help but oblige as she slid her finger inside the whimpering Magi's pucker. Rarity gasped against her lips, mouth opening wide. Lily siezed the opprotunity and filled the space with her tongue, urging Rarity deeper inside. Rarity's hips moved smooth and easy, sliding into Lily with ease. Meanwhile, Lily's other hand scrubbed Rarity free of Nyralith's cum, cleaning her off. Rarity didn't take very long at all, shuddering as she buried the strapon inside Lily's center.

"Pwah!" She pulled away from her mouth with a breath, shivering as Lily pulled her finger out. "That was delightful, dear... Thank you. I... Ah, do say I'm done with this, however..." She loosened the straps and let the toy slide out of Lily to thunk onto the shower floor. "Thank you, love... Now, I need to go pay Trixie a visit... I never did pay her back for turning my hair green..." Rarity wiggled her fingers and left the shower, leaving Lily alone. Not for long. Lily got a devious idea that involved the strapon. She pulled it on and left the shower, looking for her target. There she was, coming out of the adjacent bathroom.

"Vinyl." Lily said gently, loud enough to be heard over the moans and pants. The DJ spotted her and waved, noting the strapon. With a curious quirk to her brow, she met Lily at the edge of the floor, next to the wall.

"What's up?" She asked softly, glancing between Lily and the strapon.

"How often do you get to use your hole?" The question caught Vinyl by surprise. She blinked a few times.

"Uuh... Not a lot, I guess... You know, this thing usually gets all the attention." She flicked her own throbbing erection, making it bob and jump.

"Well then, hands on the wall. Also, do you do anal?" Vinyl clamped her hands onto her ass cheeks and flushed.

"N-no! No way!"

"I don't think you have a choice in the matter. Lily grinned and shifted into Tobias, her cock springing free above the hem of the well-used strapon. She now had two shafts to use as she saw fit. Vinyl whimpered softly but ended up turning around anyways.

"I g-guess... Be gentle?" She asked. Lily nodded and slid her hands over Vinyl's ass, spreading her apart. Shivering, the woman thrust her hips out, opening herself up further. Starting with the easy part, Lily guided the strapon into Vinyl's slit, sliding in with ease. She was REALLY wet. Member laying against her ass crack, Lily slid the strapon in and out a few times, getting Vinyl warmed up. It seemed she seldom if ever got any attention in that hole, given how she was writhing against Lily's ministrations.

"Hooohh... Fuck..." She groaned. "Been a looooong ti-EEP!" Her words were cut off as Lily pressed into her rear.

"Relax." Lily urged, massaging her sides with one hand, the other guiding her head against the pucker.

"Seriously, relax." Octavia, from nowhere, had slipped inbetween the pair's legs and had her back against the wall in front of Vinyl. "I just did it back there for my first time. Trust me, Victoria, it's worth it."

"D-don't... Use my n-name..." Vinyl panted, nearly crying out as Octavia took the head of the DJ's cock into her mouth. "Aahn! F-fuck, this is... This is gonna be good! Do it!" With a gentle motion, Lily pushed forward. Ass opening to Lily, both of her holes were filled as Vinyl Scratch's hips were pushed forward, sliding another three inches into Octiavia's mouth. The cellist moaned, and Vinyl groaned, and Lily whimpered as the three started moving together. Vinyl was caught in the middle of many new sensations, her hands flat on the wall with white knuckles Lily held her hips firmly, guiding herself into two holes at the same time. Lily had been filled with both before, and it was a sensation she rather loved... Vinyl Scratch, however, was beyond loving it. Her mouth was open and drooling, onto her breasts, onto Octavia's face, onto the wall, it didn't matter.

"Ooh! Aah! Aahn! Ooh! AAH!" She would groan and whimper with each smooth thrust, and her walls would flex in such a way that Lily could hardly hold back. Vinyl, the target of three sources of pleasure, was the first to give in. "Cumming!" She gasped, and by the way Octavia gagged around her shaft, Lily guessed it was from the male portion of her sex. The cellist swallowed noisily, gulping down each strand that was pumped into her mouth, all the while Lily kept thrusting slow and smooth.

"Me... Me too!" Lily grunted, sliding deep.

"Please!" Vinyl groaned, back arching. "Cum in my ass! AAHH!" Her center clamped against the strapon, the feminine orgasm coming through at the promise of a creamy load in her virgin asshole. Lily obliged, grunting as she slid in to the shaft. Flexing and shivering, she unloaded a massive load into Vinyl's tight pucker, the pleasure ripping through her very being. Both women pulled away a few steps, shafts and holes vacated. Octavia, slumped against the wall, drooled excess cum onto her breasts as Vinyl fell to her knees, massaging her own member. Lily stepped out of the harness to the Strapon, smiling at the sight before her. Octavia finally swallowed, closing her mouth with a smile.

"Call it payback for remixing a classic."

"Oh shut up." Vinyl groaned, leaning forward to kiss the cellist with a smile of her own. Lily left them, shifting back to herself and looking at the various bodies spread out. The spell apparently had worn off, leaving many couples stretched out together, a group of five girls and one very satisifed-looking Big Mac spread out on the larger bed. Luna and Nyralith held Rarity inbetween them, while Trixie and Cadence were both stretched out on top of Shining Armor. She looked around at all the happy couples resting, or even sleeping together. As she watched, Fluttershy finished pulling her own strapon off, leaving a sticky Lotus stretched out next to Aloe. Applejack was spooning with the mayor, both women slumbering peacefully. Lily spotted a little movement, saw the doctor raise up from his position on one of the beds, where a smiling Celestia was left laying. The doctor sat against the wall, breathing heavy after his exertion.

"Have fun, doc?" She asked, sitting next to him. He rolled his head to the side with a groan.

"N-no, Lily... Please, I'm done... You'll break something if you take your revenge now."

"On both of us, I think." Lily groaned. "It seems Twilight's spell comes with one hell of a side-effect..."

"I'll say..." He groaned, wiping his face with a hand. "I was going to ask her about it later on, but it seems what you gain in energy, you lose the same after the effects wear off... Useful for maybe a burst of energy here and there, but not the long-term rehabilitation spell I was thinking it might be..." He chuckled as Lily stretched her arms, feeling delightfully tired.

"I think... I'll go find someone else to sleep with..." Lily muttered. The doctor waved her farewell and slid over onto his side, closing his own eyes. Lily walked through the prone bodies, spotting her target alone on one side of the bed. "Hey Twi." She said softly, sliding onto the bed behind the exhausted Magi.

"Hey Lily," She muttered tiredly. "I don't think I like that spell very much..." Lily chuckled and pulled Twilight against her front, their bodies curving together perfectly.

"Don't worry, I think that would have ended a lot sooner if you didn't use it..." Lily heard Twilight mutter something about being tired before sleep took her over in the end...

"You have GOT to be kidding me." Maggie said, waving a paper in front of Lily's face. "How in all of Equestria do you BREAK an orgy room?!"

"What do you mean, 'break?'" Lily asked tiredly, dressed in little else than shorts and a tank top. She hadn't the energy to put anything else on in the evening following the heated orgy.

"It's broken! I don't have a better word for it, I really don't!" She slapped the sheaf of paper down in front of Lily, hitting her with a gust of wind. "Wallpaper's gonna need to be stripped, linens were ruined, pillows torn or soaked through, beds damaged beyond repair and in need of replacement, we're gonna have to tear up the ENTIRE carpet and redo the whole room! And don't EVEN get me started on the smell! OH!" She pointed a shaking finger at Lily. "Our water bill tripled! In a night! The city won't let us run that much hot water again, or we'll face a fifteen-million dollar fine!" Lily, this entire time, just chuckled. Maggie glowered and slammed her hands onto the desk. "WHAT are you laughing at?!"

"Strip the wallpaper? Really?" Lily chuckled some more, feeling laughter well up inside of her. It developed into a gut-rolling, thigh-slapping laugh, her legs kicking as she laughed and writhed in the chair opposite Maggie. "We- we BROKE the wallpaper! AHAHAHAHAH!" Maggie sat down in her chair and lowered her face into her hands.

"Celestia help me, I've raised a child..."

------------ Notes from the Author ------------

Holy shit, I wrote that much sex in a night?

What is WRONG with me?

Or maybe it's right?

Hope you enjoyed reading as much as I enjoyed writing. Again, this chapter has little to NO bearing on the rest of the story. Granted, I used story elements, and you wouldn't understand some of what was going on without reading the other chapters, but this chapter was purely for funsies. No rime or reason, but only because I wanted to, And, let's admit it, you loved it, didn't you?

Yeah you did. Don't lie.

Anyways, any and all comments saying "Oh, it had to have happened at THIS time," or "Hey, since THIS character was in it, it should mean..." or anything along those lines will recieve nothing more than derisive laughter and a scathing comment insulting your family heritage.

And a smile.

Looking back...

--------------- Recap ---------------

The following takes place immediately after "Lessons In Love," and is meant to recap all that has transpired over the course of the story so far.

As the magical wave of searing energy advanced towards them, Lily clasped Twilight's hand in her own, her knuckles white with the force she and the magi clung to eachother with. They say your life flashes before your eyes before you die. The memories came in a rush...

-

Lily blinked in the bright light, her bleary eyes focusing on the group of her fellow changelings before her. she wobbled on unsteady feet, feeling weak... Fatigued, even... "Liliana." One of them said, stooping low in front of her.

"Uuh!" She gave a throaty groan, all her mind could comprehend to make at that moment. "Uuhh!" Fear lanced through her primal mind, filled with a void lacking knowledge and intellect.

"Shh. Shh." The voice soothed her. Spoke to parts of her body that hadn't fully awakened yet. She felt a throb in her chest, a sensation almost alien to her new, racing brain. "Relax. We're your family, Liliana..." Her wide eyes focused on the tall figure before her. She was a striking woman... Long, flowing, neon green hair... Her hands and arms marked with the hollow holes of her existence. Feeling trust and warmth take the place of doubt and fear in her heart, Lily extended her own hand. A hand filled with the same holes.

"I am your mother, Liliana." The tall woman spoke, gently guiding her to her feet. She swayed, found her balance... Wide eyes looked up at the woman before her again. "Can you say it? Mo-ther."

"Mm..."

"Yes?"

"Muuh..."

"Come on, Liliana. You can do it."

"Muuh-thhh..."

"Say it, Liliana. Make me proud."

"Muuthee... Muutherr!" Lily said her very first word, her infant mind dancing with glee as her mother's face broke into a wide grin.

"Everyone, come greet your new sister. Lieutenant Liliana." Joy, greater than anything she had ever felt before, raced through Lily's heart as the other lieutenants flocked around her, hugging her, holding her close. She bubbled over with the sensation, happy that she could feel such things now. Every moment before this had been a blur. Darkness. A void in her memory. But now, in this one moment, Lily felt...

Blissful.

It didn't last...

Her development progressed quickly. In a week, she was forming sentences. In a month, she was speaking normally. In a year, Lily was intelligent. Sentient. Young, full of energy, and ready to please her mother. Her queen. Her Chrysalis. She worked hard, gathered much valuable intelligence, and even took the fledgeling lieutenant Ajax under her diaphanous wing. What a bitter and regretful mistake that had been...

Ajax was foolhardy, brash, and corrupt. Even for a changeling. Time and again Lily had been punished for his failures, both at his hands and at Chrysalis'. Still, she exceled, gaining twice as much favor as she lost with each beating, each cut, each rough, unforgiving session of sweaty, rough sex... Ajax was brutal. All around vicious. Yet time and again she opened herself to his wishes, made herself a victim to his sickening brand of "Love" as he called it. Why?

Honestly, Lily never knew. He had fascinated her at the beginning. Such a rough and uncaring, callous mind could be a boon in some scenarios. When tact and side-stepping wouldn't solve an issue, Ajax would finish it with one decisive, easy stroke. He had a knack for that. Where Lily would step back and evaluate, try to make her options work for her, Ajax would charge forward and MAKE his own option. But it had devolved... He became hard-headed and set in his ways. If it couldn't be taken by force, he could hardly be bothered with it. And that included Lily. Whenever she fought his advances, danced out of his snatching grip, he would turn on the drones. They would obey, of course, and many times suffered at his hands. Lily winced when she watched him kill a weak drone, when she knew she could have withstood his beatings, his choking...

His cuts.

She got a break when she was designated to infiltrate Canterlot, to begin siphoning Chrysalis information on one young princess. She was on the forefront of the assault, joining with the horde outside once Chrysalis had taken Cadence's place a mere week before her own wedding. She had delivered the final blow to Shining Armor's spell. Had unleashed and controlled her assignment of drones as they captured key guard posts and barracks throughout the city. She had been closest to Chrysalis when they were flung far and away by the powerful spell.

Life returned to a moderate sense of normalcy, surprisingly... Chrysalis called her drones, who began making their way across the wide-flung corners of Equestria to the other side of the Everfree forest... Lily helped organize them, helped her queen recover, just generally helped. The return of Ajax was a curse, though... Angrier and more violent than ever, her own mistake viciously raped and brutalized her every chance he got. Their already weak force couldn't stand to lose any more drones, so Lily bore the brunt of his aggression quietly.

But that all changed... On the one day Lily actually felt good enough to handle Ajax, and dare she say enjoy herself, Chrysalis called her. The younger lieutenant fumed, but didn't dare defy his queen. Lily went to Chrysalis and was granted probably the greatest blessing in her entire life.

"Who says there's only one kind of love we changelings can feed off of?" Those words had sent chills up Lily's spine... She still shivered when she remembered how Chrysalis had said them... "GO! Take the six, bring me their very essence, and all of Equestria's love will be ours yet!" Lily had saluted, as was proper, then turned to her new task with a devious grin on her face...

-

Bumping into Fluttershy in the Everfree forest. Lily was no stranger to interacting with humans, avians, and magi. But the fire-induced conversation had been one of the most awkward encounters in Lily's entire life. Still, the vexing avian had been kind to her, helped her get her foot in the door...

-

To her new apartment. Maggie, the owner, agreed to let her stay there and work off her rent. Her very first room. Changelings slept in trees, on the ground, clumped together with other drones... Lily had had the luxury of a bed in Canterlot, and during her assignment there had slept better than she could ever recall... But this bed. This bed was hers. Liliana's. A human Liliana, but hers nevertheless... The next day, she would begin work on-

-

Knocking on the front door to Fluttershy's home. The avian squeaked and had almost flattened Liam with her hug. She invited him in, teary-eyed and happier than ever. Nighttime came soon after, and Lily had helped her heal a bunny. A poor, helpless, injured bunny. Any other day, Lily would have snapped the thing's OTHER leg and tossed it at the nearest den of wolves. Curses, these humans were already rubbing off on her. But still. Fluttershy had kissed her for that.

-

Mouth open in ecstasy. Fluttershy's back arched atop Liam's rock-hard body, caught in the throes of an intense orgasm. Just her second. Lily rolled her over and brought the poor avian to a third, then a fourth... Fluttershy had hardly felt a thing as Lily made the most pivotal discovery in all of Changeling history...

They could feed off of Physical desire. Lust. Submission. Passion. These were all kinds of love for Changelings to indulge in. To feed off of. Lily pulled the green orb from the poor avian's chest, tucking it away like the greedy woman she was. What was more, she enjoyed herself for a while longer, showering and cuddling with Fluttershy before disappearing without a trace... Liam was gone, replaced by Liliana, who was more than happy to showcase her prize to her queen...

-

The spa. Rarity. Massages with the twins. An intense experience, followed the weekend after by a high-brow party. Lily was now an avian with a large chest, Samantha Sunrunner. Her hard work had allowed her to buy a strapon, now concealed in her purse as she mingled. Alas, Rarity invited her over for the afterparty, with just the two of them...

Rarity had been her second target. Not the order Lily would have preferred, but it worked. The dirty magi came at the careful ministrations of Lily time and again, and surrendered her purple essence, the second in Lily's collection.

-

Her knuckles were bloody. The tape was matted with it, as it had done little to help ease the pain of punching the trees. Still, she had worked her ass off, and finally got her chance with Applejack. The others were gone from the quaint farmhouse, leaving the two of them alone. A hard morning of work, and they were done. They had a whole evening to relax. Lily showered, contemplating her tactics...

When Applejack had met her in the doorway. Lily wasn't going to let her chance pass her up. She took the full-bodied woman right then and there in the bathroom, extracting a third essence with ease... Not that she would have missed her chance. Applejack had shown her the secret to no tan lines over the next week that Lily remained with them.

-

The wind roared in her ears, nearly deafening her. Terror gripped her heart as she fought to control her freefall. Dash had beaten her by a mile, and then some... But in doing so, had triggered a Sonic Rainboom that left Lily reeling in the air. She had accepted the end right then and there. Like it was going to be nothing... She had failed. Three of the six essences belonged to her, and here she was, about to be splatter on the forest floor beneath Cloudsdale.

-

Dash soaked her with another orgasm, the thin fluid splattering all over Lily's front. She herself was nearly tapped, almost done with sex a short fifteen minutes into the harsh session. She struck when she could, taking Rainbow Dash's essence before she lost her mind against the whip-tight avian's ministrations made her pass out...

-

Ajax. Terror, black and oppressive, had taken ahold of Lily as her worst nightmare very nearly came true.

-

The same man that had made Lily wake in a cold sweat more nights than she'd care to remember was thrown into the air, his ass cheeks red with the beating Maggie had delivered. Her landlord, boss, and all-round friend had defended Lily's life that day. Wether she knew it or not, she had... And Lily had gained the most valuable thing she could ever have asked for. Tea at Maggie's apartment had never been so delicious. She and her first friend smiled and laughed the night away.

-

Pumping bass and bobbing hips all round, Lily lost herself to the constant stream of kisses, gropes, and dancing. She took a seat off to the side during a break, and had been assaulted by Pinkie Pie. Thankfully. Seduction was hardly necessary. Pinkie gladly took Lily home for some... Fun... Indeed, that night had been one filled with one kink or another, and Pinkie Pie gladly indulged in her own deepest fantasies. Hers had been the easiest essence to take, and Lily had slept the day away on the frilly bed...

-

Betrayal. There was no pretty word for it. Lily had lied to her friend, shifted into another lie, and was now sitting on the edge of the guest bed in Twilight's home. Sobs racked her body as she fought the conflicting emotions in her chest. She was compelled to go through with it. The discovery the day before egged her into it. No more farce of studying, of being who she wasn't. Lily sprouted wings and flew to Zecora's...

-

Twilight cried out as the tenth orgasm signaled the end of their session. Lily had taken her essence long ago, but the aphrodisiac burned in her veins for much longer... Covered in spit, cum, and sweat, Twilight collapsed on her bed. The image struck a chord in Lily.

Twilight looked just like her when Ajax had his way... She barely forged the thought to untie Twilight and make her way back downstairs. As her mind sagged in the absence of the aprhodisiac, Lily made a decision... One that would effect all of Equestria.

-

The bonds cut into her wrists as much as Applejack's words cut into her heart. The worst part was they were entirely true. Every word the farmwoman said struck true and deep into Lily's chest, made her bite back a bitter remark and tears. Twilight, though, stuck up for her... And hatched a very hairbrained scheme.

-

Black blood. Ajax's blood. It sprayed into the air, flung in an arc from her stained hands. Ajax fell face-first, his cold green eyes already glazed over with death.

-

""I forge my own path! No more do I follow the orders of a delusional, selfish queen! No more will I bow my head to the whims of someone who does not know the simplest of joys in life! I will live my life as I see fit, and not under the tyrannical rule of Chrysalis!"

-

"KILL HER!" Fleeing from her queen and her fear, Lily pounded through the forest. Flashes of blinding light filled her vision as changeling after changeling was blasted aside, knocked through branches, into the ground, into the air... Shining Armor's spell had kept her safe. Lily leapt from the cliffside, shifted into Dancer, and spread her wings...

-

Agony. Pain. Torment. All of these things flashed through her heart, and her arm... Still, she recovered from both, the kind words of a doctor and a nurse bringing her out of her funk. Arm restored to it's full form once more, Lily left the hospital, was escorted into the castle.

-

Celestia and Luna themselves congratulated her. She was being praised for her actions. A hero. For fighting her own race. For defying her own queen. Lily's eyes and lips split into a smile.

Never before the previous year would Lily ever have imagined she would break from the horde, that she would be the one changeling to defy Chrysalis and become truly, sincerely, and wholly...

Independent.

-

Luna's words were true. At the groundbreaking ceremony, Maggie and Lily joined hands and swept into the recently-constructed business. That night, Maggie's welcomed it's first customers.

-

Celestia's mouth hung open as Lily pushed inside her rear, the first woman to do so in the thousands of years the beautiful princess had lived.

-

Lily gave a loud "Oof" as she fell into the bed. The gryphon, a normally vicious being of rage and anger, instead looked down at her with a look of pure lust in her eyes. Lily, shifted into Rainbow Dash, swallowed hard.

-

Spinning in a slow circle with Dream Dancer to a simple waltz. The poor man's face fought tears as he held the visage of his dead wife in his hands...

-

Twilight pulled the hood off of her head with a smile, making Lily squeal as she welcomed her newest friend into her business and home.

-

Lily, Twilight, and Fluttershy in a circle, licking and teasing one another to many shared orgasms. Lily felt the warm glow of a unique shared experience amongst good friends...

-

Twilight cried out in the middle of the park, begging for orgasm... The whole legal debacle earlier had left her horny, ready for more... That is, until they were found out...

-

The three woman indulged in their deepest, darkest fantasies... Celestia dominated Twilight, while Lily took the reins from the hand of a benevolent ruler. Together, the three delved deeper than they had ever been before.

-

The haunting strains of a cello had roused Lily from her sleep, and the last notes of a joined tune had set off a spark between herself and the sultry, slender Octavia.

-

Lyra's hands glowed with that unique, orgasm-inducing spell. Lily succumbed time and again to the skilled touch of a master, shuddering and panting as she reached nine, ten... Eleven orgasms.

-

Lily's body jerked left and right in the powerful magi's hold, the thrumming bass pounding through her body even as the DJ jerked her from side to side, like a puppet...

-

Vinyl Scratch's thick, alluring body, crowned by a decidedly male penis, open and eager for more pleasure. Lily set in on her task with gusto, and more than a little eagerness.

-

Octavia's back arched as she took her revenge on the DJ who had allegedly stolen her work.

-

Pinkie Pie and Lily smoothly moving against Vinyl's body, their faces screwed up in pure, undiluted pleasure... The sticky orgasms that came after, and a night spent sprawled on the bed with the other two women

-

Nyralith. The deceptive little minx... She had stolen Rarity's heart, and now was accusing Lily of being a hussy, and what's more, demanded that she didn't ever speak with Rarity, Twilight, or ANY of the wielders of harmony ever again... Lily fought back tears, but a quick visit to Zecora in the Everfree forest, and Lily had her solution in-hand...

-

The flurry of sex and shifting as Lily, Rarity, and Nyralith all made love to one another. The scene afterwards, though, had broken Lily's heart. Those two really loved each other... Lily curled up in her old apartment and smoothly drifted off... She had made a new friend today. Another changeling. Nyralith.

-

Shining Armor and Cadence had tapped Lily out, made her night full of one remarkably sticky and unforgettable sexual experience...

-

Twilight had cast a spell wrong. Odd, for one so talented... And in her desparation, turns to Lily to help with a rather unique and troublesome problem.

-

Zecora sends a mysterious plant to Lily, who gets invited into the ebony woman's home for some unique herb-induced orgasms and one shocking revelation... Lily has an essence herself. Her color is turquiose...

-

A flustered postal worker recieves a very much-needed helping hand from an understanding whore on a cold winter day...

-

A troubled husband and wife visit Maggie's for some help, and get more than they ask for in the form of a very eager and curious Lily... Not to mention the strange gift that Lily and the girls recieve... She never told them about the jizz in the cookies.

-

A strange request from Luna's own protoge leads to a bet and a night full of painful memories... Lily told Trixie about how cangeling lieutenants are forged in a bloodbath, a deathmatch between hundreds of drones. The strongest ascends into individuality, and memories of Ajax haunt Lily's dreams... Despite the careful ministrations of a very skilled Magi. On-par with Twilight herself, even...

-

Twilight propositions Lily for a full three-day session... And Lily gleefully accepts. The next seventy-two hours are spent making love, showcasing her pet, and tying Twilight up in all new imaginitive ways... At the end, Lily and her fellow co-workers team up to drive Twilight over the edge again and again.

-

The ordeal leaves Lily bedridden for a week, thought Twilight has plans of her own to take revenge on the changeling... Fearing the worst, Lily is surprised when Twilight makes four copies of herself, and treats Lily to a six-way lesbian orgasm-fest... The whole experience, though, most likely awakened Lily to her feelings for the sultry magi.

-

The princesses send a strange request to Lily... Apparently, Celestia, Luna, and Cadence aren't the only royal family members... Lily spends a very long night being dominated by Dark Conquest, a man of unfathomable power, rage, and hatred... But surprisingly gentle when the changeling is pushed to her limits.

-

After a nearly flight-ending injury, Lily learns something new about herself, and changelings in general... Suffering for a long week from a shattered wing, Lily finally gets on the mend, and recieves a strange and satisfying apology from the star, Soarin.

-

Lily stands over a deceased Granny Smith's casket, crying tears. A stern reprimand from Applejack and a tense, silent argument later, Lily was frightened, if not concerned for her life. Lily watched as Macintosh carried her frail body, still smiling and holding a fresh sprig of apple flowers. A golden glow of magic set the woman in her grave, smoothed the earth over, budded new life, new grass on her resting place... The golden specks of a beautiful soul rose into the heavens, lost in the blaze of a dying day.

-

Applejack and Lily played together, slept together, made amends with a rough, heartfelt session... It bridged the gap they had made between themselves, all past transgressions forgotten.

-

Spitfire makes a request Lily can't deny, and after giving Dash a goal to meet, Lily acts as a proxy for the captain of the Wonderbolts... Dash, however, takes the prank personally, and almost misses the chance of a lifetime...

-

Dash shows her thanks to Lily a few months later, letting the changeling indulge her darker side by showing Rainbow Dash the joys of being submitted to pleasure beyond their control. Rainbow Dash pays her back with tickets to the show of a lifetime...

-

Lily fights the fear of death by falling one more time, but is saved by Spitfire and Dash at the last minute. Thousands cheer her on as she loops gracefully in the sky, the first avian to act as a guest in a Wonderbolts show.

-

Spitfire groans as Lily treats her abused breasts with a magical lotion, and the night spent inside a weather team cloud afterwards makes Spitfire and Rainbow Dash closer than ever, thanks to a very passionate Dancer.

-

Macintosh visits Lily for a much-needed break...

-

Again, Macintosh comes back, this time for a different brand of pleasure. It turns out the big man has a thing for Twilight Sparkle, and shifting into the puple-haired magi makes Lily realize how exciting things can be from the business end of a neglected man's desire...

-

Lily takes a break from Maggie's at the request of Celestia. She visits Twilight in Ponyville, deciding it's time she spent some time with her good friend, discovering her feelings for the Magi over the course of a week... It's a shame both women can't hold out on sex, as Celestia asked them... Cheerilee, the sultry Ponyville teacher, asks questions about changelings that Lily feels surprisingly comfortable answering. Not to mention she gets to help the poor woman relieve some pent-up stress, despite Celestia's warning against having any sex. Not that Twilight fared any better...

-

The enchanted riding crop left Lily whimpering in a state of pure, abject agony... As punishment for disobedience, Celestia held Twilight and Lily captive in her own BDSM chamber, using the magical instrument to give the women pain and pleasure in equal measure. But the pain is too much. Lily fears what will happen if Twilight is hit with the crop... Long-buried feelings come to the surface as Lily takes the beating for Twilight.

The realization of how Lily TRULY feels about Twilight Sparkle scares her... Lily flees the princess and her friend, and sinks into a deep funk...

-

Maggie convinces Lily to retrun to work, and just on time, too... Two weeks after her night with Cheerilee, Lily is visited by a very happy Big Mac and the same teacher who is responsible for her punishment at the hands of Celestia. The couple make Lily realize something very, very important, though... She doesn't need to be afraid of her feelings for Twilight.

-

Detachment. Lily screams furiously at the prone body of her friend and mentor... Maggie passes away peacefully, and after a visit from a markedly different Princess Celestia, Lily forgets her anger and sadness, replaced only by a serene sense of calm understanding... She watched Maggie's soul rise to it's rightful place in the heavens, and her impact is remembered by many...

-

The business is struggling. More and more girls leave every day, and they aren't recieving any customers. Lily answers a mysterious invitation from the Princesses, and spends a night of brilliant passion with the both of them... That is, until the next morning.

When Lily's life changed.

When all of Equestria was broken.

Flight

---------------- Finale: Part 2 ----------------

"Well doesn't that fuck all." Celestia said softly, looking at the black mass of changelings covering the entire plain East of Canterlot.

"I'll say. This is worse than 5776." Luna said, walking around a stunned Lily and Twilight to the other side of Celestia. "The guard counts approximately 750,000... And with the details Lily has shared with Trixie and ourselves in the past, we can expect at least five lieutenants."

"Five?" Lily perked up, tearing her gaze away from the sight below. "There were eight of us, last I remember... And I get the feeling Chrysalis has more of them spread further out. There's no way there are only five lieutenants." Luna and Celestia shared a glance, but smiled and shook their heads together. Twilight stood at Lily's side. "What?" Lily asked, looking between the two.

"We're sorry, Lily, but this is neither the time nor the place. You and Twilight need to flee."

"FLEE?!" Twilight burst out. "But... No! Princess, I can't! I'm supposed to be by your side! I can fight! You know just as well as any, I can cast a firestorm spell with the best of them!"

"Exactly," Celestia headed her off. The princess waved a glowing hand over her body, summoning clothes for herself. She was shrouded in a pure white dress, the kind that shimmered and glowed with an almost blinding light in the mid-day sun. Lily actually had to squint to focus properly. "And that's why you need to flee."

"I don't underst-"

"First of all, Twilight." Celestia wheeled away from the balcony, padding towards the double doors leading into the hallway. "You don't need to understand anything I tell you. You forget I am your ruler, first and foremost." Twilight bit her tongue at the reprimand, and even Lily felt the sting of the implied disobedience. "But secondly, I am your mentor and teacher. And I care for you." The doors swung open on their own accord as the four women swept into the hall. Lily felt only marginally aware that she was still naked... Luna and Celestia were now dressed. Still, Twilight was bare.

"You carry in your womb the hope for a new world, Twilight. One birthed in a primal magic older than I. Older than Luna. Older than any one person you have ever known. It may be as old as time itself. Again, I don't know the why or the how, but I think I know something that can give you the answers you need." Celestia dipped into the double room, where Lily was only all too familiar with the texture of the luxurious couches, of the bed that was sunken into the floor... Their clothes still lay scattered about from the previous night's endeavours, and Lily couldn't fight the smile that spread.

"Lily." Luna beckoned her over.

"Aah, you stay with me, Twilight." Celestia said, plucking her student's wrist.

"B-ut-" Twilight lifted a hand to Lily, but they were too far away to grasp one another. Luna pulled Lily towards a door that Lily wasn't entirely sure had been there before... Twilight and Celestia walked towards the balcony. Lily managed to mouth the words 'I love you' before she watched Celestia pull her student behind a glimmering wall of light. Magic. Her heart sunk, not knowing what was going on.

"I don't know nearly as much as my sister does," Luna said, drawing Lily's attention away... "But I do know what she speaks of. If only vaguely." She pulled Lily through the door from before, and Lily gasped at the sight. In this room was probably the largest wardrobe anyone had ever been privy to.

Rarity would have reached orgasm at the mere sight.

"You two have many unanswered questions... And many more doubts, I'm sure." Luna continued talking as she pulled Lily through the long aisles of clothes and dresses, all of them neatly hung on individual hangars. The spray of colors and fabric was a rather intense display, one that Lily struggled to wrap her mind around. She fought to focus on Luna's words as they moved further, deeper. "But the short of it is this: You and Twilight need. To. Stay. Safe." Luna stopped her, stressing on every word. Lily blinked at the almost entirely different woman before her. Where Luna had always struck Lily as a sultry, sexy woman, the kind who would get what she wanted from anyone with a single hormone in their body by batting an eyelash, she was someone almost entirely different now. Powerful, dark, tall, and frightening. Haunting, even...

"The prophecy Celestia speaks of is old. Archaic. The kind of old that makes me look like a budding teenager. A toddler, even. It's been around for eons. Withstood the passing of entire kingdoms that have risen and fallen in naught but a blink of the eye. Now that it's come to pass, the whole of Equestria is about to change... Again, I fear..." Luna released Lily and started shuffling through the hangars of clothes. Lily saw they had moved into what would appear to be an entirely different section of the wardrobe... The colors here were all very earthy. Browns and reds, greens and muted yellows... Normal clothes.

"Rgh. I wish there was a way to sum this up for you without fifteen years of study and a tutor more suitable than I..." Luna tossed hangars and clothes aside haphazardly in her search. "Prophesy doesn't always happen the way we think it may... Normally, the words are very diluted and... Hard to comprehend... Like it doesn't happen the way we think it will... When we get a prophesy that sounds like kingdoms will fall and go to war and many lives will be lost, it could just be about something so nonsensical... Like a termite mound falling over..." Luna chuckled then, picking one dress up to survey it, then tossing the fabric aside. "Like that time long, long ago... In 2253... Celestia thought the naga would rise up and overthrow us, but it turned out to be one shrimp in the ocean managing to kill a fish..." Lily blinked.

"Is prophesy that vague?" Lily asked, her mind still reeling from the flurry of events this morning. The image of Ajax, even, hadn't left her mind just yet...

"Even worse... There have been many more incidents than you think. Prophesy is guarded very closely by Celestia and myself. It's more than raise the sun and the moon that we do, Lily... You would do well to remember that. Aah! Here we go!" Luna tossed a green, tight-fitting tunic at Lily. It looked to be hundreds of years old, but was still as well-kept as a fine dress reserved for special occasions. "But this particular prophesy... It's the kind you would think it is..." Luna began digging around again, her words coming to Lily through many layers of rustling fabric. "Powerful. World-changing. Old." She emerged, her hair slightly frazzled as she held up a pair of tights to the light. "Hmm. No." She dove back in.

"The only peculiar thing about it is... It's very specific, and very clear! AHA!" A pair of what looked to be cargo pants flew over the racks of clothes at Lily, hitting her full in the face.

"Pfft! The hell!"

"Put them on. Time is short." Luna emerged, straightening her own dress at the hips. A stark contrast to Celestia's, Luna wore a dark gown that seemed to suck the light around it, made the princess look alluring and frightening at the same time. Shadow incarnate. Lily stepped into the pants, hopping one one foot as she followed after Luna. "You and Twilight must remain safe. If this prophesy doesn't come to pass, the world descends into a very dark and forlorn time."

"How so?" Lily asked, finally pulling the pants up to her waist. Luna stopped and looked at Lily, her expression surprisingly calm and serene.

"Celestia and I will die."

"No more questions, Twilight Sparkle." Celestia and her student emerged from the barrier back into the room with a very somber Luna and Lily. The latter was dressed in a tight-fitting green tunic that left her arms bare but supported her chest without the need for a bra. The fabric flowed down past her waist, hanging mid-thigh and making Lily feel rather graceful... The pants hugged her legs as tight as they could without ever really touching them, and had a myraid of pockets. For what, Lily could only guess. One of them looked like it could hold an entire sword... Lily wondered how old they were.

"But Celestia, I-"

"What part of no more questions is unclear to you?" Celestia asked, turning on her student. Twilight silenced herself, clutching something to her chest tightly. "If you have any more, study those books. I promise, they hold all the answers you're going to need for now. Go, Twilight. You and Lily MUST flee the city. Luna and I will help you as much as we can, but with the missing lieutenants and only half the changeling force outside our city, Canterlot may not be as safe as you think it is. The reserves are on their way, but they may arrive into a warzone. Was I unclear when I told you how much danger you were in? Did I not make my plight known when I explained that you and Lily are subject to a brand of magic completely unfamiliar to me?" Twilight whimpered, and Lily was glad to see she was dressed again. In an outfit not dissimilar to Lily's own. Twilight's top, though, was purple, and left her back bare.

"Lily, Twilight, you must flee now." Luna urged them both towards the door. "Celestia and I must defend the front while the guard clears the streets-"

"Alone?! I know you're powerful, but the two of you against the entire horde?!" Twilight stammered.

"TWILIGHT!" Celestia's voice roared out with enough force to stop even Luna. "STILL YOUR TONGUE! YOU WILL DO WELL TO HEED MY WORDS WHEN I SAY THAT YOU. MUST. FLEE!" The change happened in an instant. In a flash of blinding light, Celestia was gone, replaced by a tall and beautiful woman, her skin aglow with a golden essence. Her hair, which normally flowed as if in a breeze, now rippled like the surface of a pond, and could have been woven of pure sunlight. What's more, she was suddenly much, much more frightening.

Gone was the benevolent, serene ruler. Before the three women now stood a creature of pure power. Celestia's wingspan nearly bridged the entire room, and her hands were already afire with a keen light. The thrumming of magic was audible. Lily's eyes were wide at the sight, though she quickly had to squint them. Blinding fire, on par with the sun's heat and intensity, erupted from her hands. Celestia held twin orbs of pure, radiant energy. Twilight gasped as Celestia spun about towards the east, and cast both orbs straight towards the wall of the castle. The pure, seething energy melted straight through brick and stone, howling with malefic intent. Through the gaping holes left behind, Lily could watch as the twin orbs spun off into the distance, landing somewhere out in the black mass of changeling bodies.

"Girls. Come." Luna ushered them both out, Lily and Twilight stunned at the display of power before them. Celestia advanced towards the twin holes she had just made, creating two more with another pair of brilliant spells. And another. Her bare feet walked over the molten stone of the gap she had created, her wings shearing through the stone as she walked. Plaster and mortar erupted around them as she stepped onto thin air. Lily heard the shrieking of another powerful spell as Celestia disappeared. "Come ON, Lily!" Luna tugged her by the back of her tunic, making Lily gasp as she was pulled out of the bedroom, into the sitting room, and finally into the hallway.

"Lily, are you okay?" Twilight asked, both women finally regaining their feet and following after Luna as she walked quickly down the wide hallway.

"As okay as I'm going to be. What do you have there?" Lily asked, rubbing her neck as she jogged a few steps to catch up with the longer-legged, dark princess.

"Two books... Both from Celestia's private library." Twilight said softly. "Lily, there's... There's so much knowledge in there... I pray Celestia lets me back in there some day..." The blush on Twilight's face was radiant, and Lily couldn't help but smile at her love's affinity for books.

"Then pray that you and I make it out of here alive." Lily grumbled.

"OH thank GOODNESS!" Luna threw her hands in the air, not even looking back at them. "You finally understand. Sheesh, took you long enough! Come on." Lily bit back a scathing remark at the sarcastic demeanor, following Luna out of the private wing and into the castle proper. Here, things were much more hectic. Guards and palace staff milled about, rushing and jostling. There was a sense of order about it, though... Lily watched six guards, in two rows of three, sprint full-speed down a side hallway, never once breaking rank... And still, guards and staff made way for Luna and her charge, some of them bowing or saluting. Luna kept her head held high, her jaw set as she strode past them all.

"Wow..." Twilight whispered.

"Right?" Luna teased. "We're very proud of our guard. But they've got a very long campaign ahead of them, I'm afraid." Twilight gasped in sudden realization.

"Princess! The chimeras!"

"That's right, Twilight... We've been embroiled in skirmishes to the north for a very long time. With this recent development, we have to recall all our emplacements and have them return immediately. In three months time, this will be a three-way battle. What's worse, there's talk of unrest to the East..."

"DRAGONS?!" Twilight cried out, stiffening for a brief second. She caught up with a stumble, though Luna's face was much more stoic when she glanced back at them.

"I'm afraid so. Something with their last migration went wrong, though there's rumor of foul-play on part of the harpies..." Luna offered a slight chuckle at the play on words. She turned down a larger hallway, the massive front doors to the palace now looming before them. "Alright, girls. This is it." Luna stopped on the threshold of the palace, turning to them both. "North, our fronts are failing and will soon be as far back as Trottingham, or even Canterlot itself. To the East... Well, you saw. The West is changeling territory as well. Girls, the only safe place for you to go now is South." Luna leaned in close. "I hear tell the Apple family has relatives in Appleloosa, which may be about as far removed from the struggle as you can get. Perhaps you can find solace there. If not, travel further. To the ocean, if you must." She straightened her back, looking down at them both. "Cliche as this may sound, the fate of Equestria does ride on your shoulders, girls. If I could promise to keep you safe here, I would. But I cannot. Celestia and I must hold out as long as we can. Important as you two are, there are things here that would be dangerous, should they fall into the wrong hands. Things like our brother. Like Celestia's library. You two, we can protect by removing from the mess. But things like those cannot be moved."

"Luna, what about the Elements of Harmony-?" Luna's serene frown was enough to stop Twilight there.

"Rainbow Dash is on assignment with the Wonderbolts to the East, past the horde. Applejack and Pinkie Pie are helping as much as they can to prepare Ponyville's evacuation. Rarity is on her way here already. And you all know how well Fluttershy would deal with a conflict of this proportion... No, Twilight... I'm afraid the elements won't be enough to save Equestria this time." Luna stepped forward and planted her hands on both woman's shoulders, pulling them together. Almost as if by instinct, Lily's hand wrapped around Twilight's.

"Go south. Don't take the train. Walk. Camp. Twilight, you know how to survive off the land, and Lily, I'm sure you're no stranger as well. Pack light, travel fast, and do not. I repeat." She lifted their chins to her face, stressing the point very well with her voice. "Do. Not. Come back to Canterlot. Anything futher north than Fillydelphia is unsafe." There was a moment's pause as Lily and Twilight nodded. They squeezed their hands, and through all the doubt and fear in Lily's mind, she managed a slight nod and a warm smile. A thought crossed her mind, making the smile grow. It seemed infectious. Lily saw Luna's face light up as well. Twilight grinned. They all exchanged looks. Even passing guards smiled at the sight of their princess.

"We'll miss you, Luna." Twilight said softly, wrapping her princess in a hug. The three of them embraced for a few moments, and in the scents of Luna's hair, she found comfort. When the princess pulled away, her smile was calm and serene once more.

"Get going. Do not stop until you've reached at least Appleloosa. If you are still in danger, go further. To the ocean. If that fails, travel east into the mountains. If they chase you that far, cross the mountains. If their eyes still watch your backs, turn north into harpy territory. While they won't kill you, they will imprison you. But they will kill changelings. Ruthlessly. Harpies may be your only allies if you must leave Equestria." Luna turned and ushered them out of the palace doors. "And for the love of all things in the sky," Luna called after them. "Stay SAFE!" Lily glanced back, but Luna was gone. It was just them now.

Alone.

Against the world.

Soldiers rushed about them as the two women descended the steps of the castle into new lives. A new world.

A world ablaze with the inferno of war.

"THERE THEY ARE!" Lily and Twilight's heads snapped up at the sound of a voice. They had been stealthily stealing from shadow-to-shadow for the past two hours. The sun was low in the sky, casting long, dark areas of refuge across all the streets in Canterlot. Which were eerily quiet. Windows and doors were locked, drapes drawn as families huddled together. No businesses were open. Martial law was in effect. Anyone caught outside of their home would be returned forcefully. Already, skirmishes were breaking out across the city. Lily and Twilight had come across a group of four dead changelings heaped atop one guard, black blood mingling with the red of the dead avian. His spear remained clutched in his fists. Lily grimaced and Twilight scrunched her nose, but they pressed on.

Now, though, their cover was blown. "Shit," Twilight cursed as a group of four guards ran towards them.

"Miss Twilight! Miss Liliana-" The guards faltered as Twilight cast the first bolt of magical energy at them.

"Her name is Lily!" Twilight growled, shooting a second. Lily pulled her hand firmly, yanking Twilight away from the scrambling guards. The first had already shifted back into a changeling, writhing as he clawed at the hole in his own chest. The second fell on it's face, dead. The other two, shocked, bolted in opposite directions, splitting up as Lily and Twilight ran down the southern street they were already on. In the confusion following that event, Lily and Twilight fled at least three blocks. Ducking into a darker doorway, they took a moment to catch their breath and survey the street. Soon enough, the two changelings leftover, still disguised as guards, thundered around the corner. Lily cursed and ducked away, but Twilight kept her gaze fixed on the two as she began weaving magic. The glow in her hands was muted, lost in the deep shadows of the doorway. Lily saw a thin glimmer of thread stretch between her hands as she wove the magic.

"What are you-" Twilight glanced up at Lily, silencing her as she whispered. The thread grew and grew, and soon was coiled around Twilight's hand several times. it was so thin, it seemed to disappear in portions. With a brief glow of slightly brighter magic, Twilight flicked her hand out. The cord stretched thin across the narrow street, affixing to the brick wall of the building opposite. Twilight did the same to the edge of the doorway closest to the changelings, who were arguing about direction.

"Come on." Lily saw then what Twilight was planning. Both women took one more breath, nodded, and bolted from the doorway.

"THERE!"

"GO!" Both changelings spotted the women breaking cover from the doorway and gave chase... Right into the razor wire. The sickening, wet sound of flesh rent open and blood spilling chased the two down the street. They ran for four blocks, ducking into a side-street and under the cover of a low-hanging tree. On the way, they had passed another dead guard, and shortly after, three more in a group. It seemed the closer to the edge of the city they got, the more there were...

"Lily, we're going to have to break through at some point."

"I know. Let me think." Lily said softly, closing her eyes. They breathed hard, both of them working at a solution. The faint sound of a clash and a holler caught there ears. Perking up, they looked down the street. It seemed the fight was taking place just around the corner... Lily and Twilight froze as a hum broke out in the air... It built to a head, then...

KRA-THOOM!

"Woah!" Twilight gasped as a massive bolt of purple light erupted from around the corner, thundering down the street as it tore up pavement and stone, tossing chunks of it into the air. "That's Shining Armor!" Twilight gasped, scrambling to her feet. Lily followed, knowing it was no changeling that could cast a spell of that magnitude. They turned the corner to the frightening visage of Shining Armor, armed with a knife in one hand and a glowing spell in the other. Two changelings darted towards him from behind...

"Shining!" Twilight gasped. With a twist, he spun around and buried the knife hilt-deep in the skull of one changeling, then ignited the other with his spell. Screaming, the immolated changeling fell to the ground, his burning arms batting at the growing flames.

"Twilly!" Shining Armor smiled as he yanked his knife free with a sickening squelch. "Celestia sent word! I'm helping you push through! Cover me!" He tossed his blade aside, both hands now ignited with his signature purple glow. The crackle of energy surrounded him as he turned back around towards the south. Twilight's hands jumped upwards, wrapping around one changeling with her own magic as it leapt at him from the shadows. Lily dashed forward, shifting as she went. Twilight twisted her hands, the telekinetic field snapping her changeling's neck, just as Lily's hard naga scales swept inbetween Shining Armor and another attacking changeling. Fangs bounced off her hide as she sunk her own teeth into the soft flesh of a shifted changeling, disguised as a guard. Black, viscous blood spurted into her mouth, but with a mighty heave, she threw her target against the far wall. He crunched sickeningly, accompanied by a hiss from Lily.

"Here goes!" With a sickening *WHUMP* in the air, Shining Armor threw out his spell. Lily gasped as the shockwave washed over her, made her ears ring. "There! Go South, now! I'll follow as long as I can, but don't expect me to get you to Fillydelphia." He stooped and picked up his knife, waving Twilight along. Together, all three of them ran southwards towards the edge of the city. Lily shifted on the fly, her long, serpentine body replaced by her own legs. They left the business district behind, running down streets with more and more homes and the stray grocery store or two. For one reason or another, the skirmishes between guards and changelings didn't even bat an eyelash at them.

"Concealment spell." Shining Armor huffed as they ran. "If we don't engage them, they won't engage us. Also, we have to stay on the path."

"What path?" Lily panted. She felt tired already. The death and fighting was already taking it's toll... From the sound of it, they would have a lot more of it to do before they were free.

"You can't see the path?" Twilight asked.

"I'm a changeling, not a magi... I can't see shit." Lily gasped, feeling winded.

"No sense, then..." Shining Armor skidded to a stop, followed by Lily then Twilight.

"Why are you stopping? The spell's going to-"

"Wear off. I know." Shining Armor twined his fingers behind his head, breathing deep. Hardly two blocks behind them, a heated battle between a group of at least twenty changelings and five guards was still raging. "We're going to run ourselves ragged if we don't stop. You two have a long way to go before you can rest. At least three more miles of city. Rest now, while I'm here, so you can make it at least to Woodsman's Haven." Lily groaned and padded to the street curb, plopping herself down and breathing heavy. Twilight leaned against a nearby car, while Shining Armor scanned the streets. They were unnoticed so far... Lily looked up when Twilight nudged her with her foot.

"You okay?" She asked softly. Lily offered a brave smile and a nod.

"As okay as I'm going to be." She muttered.

It was all a blur. In the span of a day, Lily had confronted her true feelings for Twilight, fought her two worst nightmares, unlocked a deep and primal magic older than Celestia herself, and killed changelings that more than likely used to be under her very own command...

Shocked didn't even begin to describe it.

"It's so surreal..." Lily groaned. "Like I'm going to wake up any moment and be safe and warm at home, in bed..."

"Tell me about it... Just yesterday I was buried under a mountain of text on extrapular reasoning on a linear line of logic, and now I'm... Well, I'm pregnant."

"WHAT?!" Shining Armor gasped and whirled around to face the two of them, his eyes wide. "What the fuck?!"

"Oh. Yeah." Twilight flushed and glanced down at a grinning Lily. "Long story short, I'm pregnant. With two children, Luna says." Shining glanced around again and leaned in towards Twilight, his eyes wide.

"How?" He asked.

"I don't know, Shining... I really don't..." Twilight groaned. She leaned over and took Lily's hand in her own, the two women sharing a warm smile despite their own fears, their short breath and rapidly devolving lives. Shining Armor looked between the two of them, sharing as tender a moment as they could while the cries of battle rang out two short blocks away.

"Come on, then." He said. "No way I'm keeping my pregnant little sister in the middle of what is about to be the biggest warzone in Equestria..." He took Lily's other hand and hauled her to her feet. Breather over, they set out much slower now, sticking to shadows between houses. They would sprint from one house, vault a fence, and duck into the shadows of another house. A contingent of what had to be thirty troops advanced towards their position, marching down the street. Despite not being a magi, Lily could sense the taint of a changeling aura on the large group. They all laid prone in the shadows behind a row of bushes and held their breath as the column marched past.

"Go." Shining Armor said, letting the two lead him over the next fence. It remained late evening, though... For the next hour, they ducked from long shadow to shadow, working south towards the edge of the city. Homes became more and more far apart, fences began disappearing... They hadn't passed a store in twenty minutes. Lily knew why the sun wasn't setting. Celestia was embroiled in a fight. She couldn't set the sun properly.

"Wait." Shining Armor whispered at them as they were just about to leave the shadow of one home and enter another. "Something's wrong." Twilight and Lily stayed crouched in the long shadow, looking at the wide-open road.

"What's up?" Twilight said quietly. "Hang on... Wait..." Twilight suddenly closed her eyes and raised her hands, waving slightly. Lily's heart jumped at the sudden motion, thinking Twilight was just about to give away their position in the shadows. Her next words, though, calmed her. "Relax. It's Rarity."

"How can you tell?" Shining Armor asked, his brow furrowed.

"The link." Twilight tapped her temple as she stood up, smiling down the road a ways. Lily followed her line of sight, and spotted two hooded figures walking down the sidewalk of the wide-open road.

"Right. Leave it to my sister to develop a brand new spell to allow the Elements of Harmony to communicate..." Shining Armor muttered, dusting Lily off as they followed Twilight towards the open area in front of the house.

"Huhn. Wait, who's that with her?" Lily asked softly, joining Twilight as they walked out to the middle of the road.

"Who else?" Twilight smiled and raised her hands at Rarity and her friend, both of them waving back. "It's Nyralith."

Lily froze.

"Nyralith?" Shining Armor asked. "Who's that?" Twilight sighed and turned to her brother.

"Rememeber when Rarity was going to get married long ago, and I went to her wedding, but it was cancelled?"

"Oh, that! I remember that! I wasn't there, but I remember when we got the true form herb after Lily brought it back. Completely changed the way our checkpoints worked. I never did thank you for that, Lily... Eer, Lily?"

Down the road, Rarity and Nyralith had stopped.

The whole world might as well have stopped.

In a breath, two nightmares descended upon one another, their black, sinewy forms clashing in a sickening display of twisted, morphed limbs, and claws.

Twilight and Rarity screamed.

----------------- Notes from the Author -----------------

And so, the war begins. Two Changeling Primes square off in front of their loved ones while Equestria begins to burn around them.

I understand many of these events are difficult to follow. I'm afraid my descriptive prowess is not on-par with Terry Goodkind or some other fantastic writer, so things will be confusing for the next few chapters. Hopefully, between the 5 remaining chapters of the finale and Twilight's own portion of The Untold Chapters, we'll see things from all the angles that there needs to be.

In addition, with the completion of this chapter, the whole of A Different Kind of Love has broken the 300k word mark. Between the original story and The Lost Chapters, the total sits at just under 303k.

Fuck.

Yes.

A fan of mine dared me that I couldn't write a fic as long as Fallout: Equestria.

I think I can prove him wrong.

Fight

------------ Finale: Part 3 ------------

Stop them! Stop them! Twilight, DO something!

I'm trying! BOTH of us are! Help us out! The link was afire with panic as all six of the elements of harmony watched a nightmare unfold in the suburban streets of Canterlot. No one could tell who was who, which one was which... It was all Twilight and Shining Armor could do to avoid being rent apart by a stray slash or a wayward blow.

"Oh no, oh no, oh no, oh no, oh no!" Twilight whimpered. She watched as the two beasts tumbled and snarled at one another. In the blink of an eye, they would break apart and growl at one another, then get right back to it. The sound of their bodies clashing was sickening, made Twilight's stomach churn as she heard the snapping and crunching.

"Twilight!" Shining Armor cried, casting his hand out against her. She caught the snaking tendril as it flew through the air, then set her legs to running around the pair as they writhed on the ground. The cord of magic was as thick as her wrist and about as strong as diamond. No one would be able to break it. Rarity fought to distract the creatures from one another as they snarled and ripped at eachother. She wouldn't have succeeded. Not a force in the world could have pulled the two of them apart. Shining Armor and Twilight made the first lap, pulling the cord of magic tight around the grappling creatures before them.

"Oof!" The pressure she put on the rope of magic disappeared suddenly. "What?!" Twilight gasped from the ground, watching as the beasts continued to grapple and claw at one another. The magic had dissipated just as easy as it had been summoned, the second it came in contact with the beasts. One of them, Twilight wasn't sure whom, delivered a vicious blow to the other's chin, sending it staggering straight towards Rarity.

Twilight heard her scream in real life, heard it through the link, watched as the beast stumbled with viciously-curved claws straight towards her friend...

Lily was swept away. The moment she laid eyes on Nyralith, that she knew who it was, her mind went blank. In a rush of emotion, Lily felt blank. Like there was nothing there. She felt that void slowly begin to fill with something, though... What, she couldn't tell... But it was something. And it was warm. Hot, even.

Searing.

Lily felt a surprisingly familiar sensation rip through her being. It pushed out of her clothes, changed her body, distorted her perception. She felt quicker. Keener. Powerful. Like nothing could stop her. That is, save for the woman rapidly changing in front of her now. That woman was a threat. A threat to Lily. To her goal... Wait, was was her goal? Lily's frantic mind scrambled as she started to lurch forward. They had to have been over a hundred yards apart at that point. Lily covered the distance in three strides. Or she would have, if she hadn't ran into the other advancing creature. The impact jarred her, but Lily felt lucid. They grappled for a moment before Lily let out a primal growl and slashed at her.

Slashed? How did she do that?

Probably with that wicked-looking thing on the end of her arm...

Lily lost track of what happened after that.

"Rarity, hang in there... Come on, hang in there!" Shining Armor panted. Rarity groaned in his arms, stirring slightly and clutching the ugly wound on her upper arm. Her blood flowed freely, staining both her clothes and Shining Armor's.

"Can never wear..." She muttered faintly

"What?" Shining Armor panted, already exhausted. He was hardly five hundred yards away from the fight between the two creatures and his muscles were screaming at him to stop.

"Can never wear... Sleeveless again..." She muttered. Shining just chuckled and hoisted her further, willing his legs to carry her away. Away from the nightmare. Over his shoulder, he looked back at the twisting visage, at his little sister still trying to get them to stop fighting.

"Hang in there, Twily."

"Where is it, where is it?" Twilight flipped through the pages of one of the books Celestia had given her. The fight still raged on, with neither one of the two creatures seeming to make any headway. Still, they tore at one another like mad, snarling and screaming in their hellish, high-pitched voices. Twilight's hands flew over the pages of the book, looking for something. Anything.

Then she saw it. It was a picture. A sketch, really... And very rough at that. But, compared to the sight before her eyes, Twilight could see the simliarities. She compared the two, taking a moment as the creatures broke apart to look at them more clearly.

Their angular bodies were easily twelve feet tall, towering overhead whenever they rose to their full heights. Which really wasn't that often... They stayed low to the ground, and very, very balanced. This allowed them to move at the blinding speeds they did... When they crouched low and coiled their long, muscled legs, they could shoot forward at incredible speeds. It was almost a blur to watch them move. Each leg was tipped with a vicious-looking claw. Three thick toes sprouted out of the bottom, two towards the front and one towards the back, somewhat like a raven or a different type of bird. Twilight watched one of them lash outwards with it, raking the claw along the other's arm.

Their arms were each as long as their legs, and would move with mind-blowing accuracy. Long, thin, and tipped with four fingers, each of them was tipped with a wicked-looking talon. They kept them constantly cocked, ready to strike with lightning speed. Their four limbs were connected to a torso that was about as wide around as a regular barrel, and covered with what appeared to be a thick, chitinous plating. Long, slender necks supported a wicked head, looking more like a dragon's than anything else. Their eyes were the only flat surface on them, black and glossy, with no discernable pupil. They were powerful. They were frightening.

They were...

"Changeling Prime." Twilight whispered.

Nyralith snarled at her opponent once more, their muscles straining against one anothers as they grappled. This other... Thing... It was a threat to her. To all changelings! She had to eradicate it! Growling low, she dug her feet in and gave a mighty tug. The pavement of the street beneath her cracked with the force of her muscles clenching the ground, and in a quick motion, she flung the other prime fifty feet away. They merely sprung to their feet and charged again, screaming with a sound that shattered windows. Nyralith planted her feet as they clashed, skidding backwards with the force of it. Her claws tore up chunks of asphalt for ten feet before they came to a stop. To her surprise, the other prime lifted it's leg and slashed at her, the hooked talons catching on a plate of armor near her stomach.

With a sickening crunch and a spout of black, viscous blood, the plate ripped off and fell to the street, cracking the pavement as it hit. Nyralith roared louder than ever and pushed her opponent back, fury and pain driving her onwards to attack with greater speed.

To no avail. The other changeling danced out of the way, loping easily out of her reach and circling behind her. Nyralith's muscles screamed with agony. She began to slow. Get tired...

Lily struck. Her claws pointed to a tip as she drove straight for that open spot she had made. She felt them clatter against bone, slice open flesh and organs. Howling in agony, the other changeling gripped her arm, fighting her every inch she sunk inside. Growling, Lily lashed her head forward, using the opening to attack the other's neck. Plates crunched under her pointed teeth, and she ground against arteries. With a shuddering, pathetic wail, her opponent collapsed, slumping against her.

Consciousness returned in a flash. Lily's eyes went wide as she shifted back to her normal form, only...

"Lily!" Twilight called out to her, making her eyes turn. Twilight, the love of her life, was shuddering visibly. In her hands was a book, clutched with white knuckles.

"Twilight?" Lily asked, feeling confused and dazed. Then her hand throbbed. She heard a cough.

"Tell..." Lily turned her eyes forward, to the sight before her. Nyralith, human again, coughed as she was impaled on Lily's bare hand. "Tell Rarity..." She coughed black blood onto Lily's clothes. Sickening, viscious, thick blood... Lily's eyes widened in shock and horror. "I... *Cough cough* That I..."

Lily watched life flee Nyralith's eyes.

With a sickening sound, the other changeling slid off of Lily's arm, falling to the cracked and torn pavement.

Lily screamed.

"Turn around." Rarity groaned.

"What?" Shining Armor gasped, panting heavily.

"Turn around... Nyra, she's..." Rarity shuddered and began to writhe in Shining Armor's arms... He had no choice but to set her down, or drop her.

"Rarity, you don't want to go back there." She wobbled on unsteady feet, but gave a sigh and straightened herself. For a moment, Shining Armor thought she would faint. Her hand erupted in a thick blue aura of magic, and she laid it over her arm. Her wound began to slowly stitch shut.

"I'll be fine... I need to go to Nyra..." She muttered, walking woodenly forward. Shining groaned.

"Tell Twilight she's on her own." Shining Armor said softly after the walking Rarity. She raised her uninjured hand and waved him off. "And that I'm sorry..." Turning his sore, aching muscles back the way he had been heading already, Shining Armor began to return to the fray. The heart of the storm.

Rarity, however, steeled herself and continued walking. Something had happened. Far away as they had made it over the course of the fight, it wasn't so far that she couldn't see the changes. Still clutching a throbbing arm, Rarity made her way back to the scene... over the expanse of cracked pavement, a scream reached her ears.

Rarity didn't have anything left in her as she stopped, ten feet away from the prone body. Twilight was clutching a screaming Lily to her chest, and there, on the ground...

Nyralith's dead body had a gaping hole in her chest, and in the shadow of the late day, Rarity could just barely make out the black stain of blood on her neck as well.

"Twilight." Rarity croaked. Her friend barely managed to hear her over the sound of Lily's hysterical sobs and cries. The magi turned her head at the injured fashionista, tears streaming from her eyes.

"Rarity, I'm... I'm so s-"

"Don't say you're sorry." Rarity said coldly. "That's going to hurt her memory... Just... Take Lily. Get out of here."

"Rarity, she's in no-"

"I SAID TAKE LILY AND LEAVE!" Rarity screamed. The tears came then, flowing fast and free from her eyes. They mixed with the black blood on the ground, staining the knees of her dress.

"Rarity-"

"GO! TWILIGHT, TAKE HER BEFORE I DO SOMETHING WE BOTH REGRET!" Rarity's hands lit with the blaze of her magic, the deep blue aura almost solid in appearance. Twilight gulped and began ushering Lily away, further South, away from Rarity.

Why, Rarity? The thought came through the link. Rarity could feel all five of her friends wait in silence for her response. She opened her eyes, letting them all see the vision of Nyralith's dead, bloodstained body before her. She could feel the sorrow, the pain, the agony of all of them, flowing into her.

She harnessed it. She twisted that sorrow inside of herself, added her own to it. Compressed it. Condensed it. It began to fester. To burn. Rarity held the fire in her stomach as she rose to her feet, turning her gaze North. Towards Canterlot.

"Because." Her voice was clear of grief and pain as she lifted her head. Her jaw was set. She spoke through the link and out loud, further setting her on the path she had chosen.

Her hands were aflame.

"I'm going to kill every changeling."

For Rarity, the link went dark.

For good.

The day finally bowed it's head to the night, well after Lily and Twilight had left the city limits of Canterlot. They crossed a wide field as the shadows began to lengthen, and when the trees of Woodsman's Haven welcomed them, it was into a cold, dark embrace. Lily was left leaning against a tree as Twilight began casting spells all around them, clearing brush away from a flat space. They were exhausted. It had to have been past two in the morning, and yet, the moon was barely overhead. Lily turned her gaze upwards to watch the moon rise, lighting a colorless and dull world.

"Lily." Twilight said softly, laying a hand on her arm. Slowly, Lily managed to tear her gaze away from the luminescent orb in the sky, to look into Twilight's eyes. "Let's sleep. We need our rest." Behind Twilight was a small tent, concealed in the shadows of a large oak. Idly, Lily nodded, crossing her arms. The dry, cracked blood on her arm reminded her she wasn't clean.

"I can't." She said softly, stopping after a few steps. Twilight gently took her hand in both of hers, her magic glowing faintly. Smooth and tender as could be, Twilight ran her hands up and down Lily's arm, buffing away the caked black blood that had covered her arm while it was...

"I killed her." Lily choked softly.

"I know." Twilight said. Was she disappointed? Sad?

"Twilight, I-"

"Lily, I know... Trust me, it's okay. It will be." She ran her hand up higher, swicking away the crusted blood on Lily's arm, then moving on to her clothes. "I read the book... The one Celestia gave me. I can tell you it isn't your fault... It's nobody's fault." Twilight sniffed and seemed to be fighting with the words. "Rarity's gone... She just said she was going to... To kill every changeling..." Her words quivered slightly as she spoke, making Lily choke up herself.

"I'm so sorry..." Lily whispered. "I... Twilight, I don't-"

"Shh." Twilight laid a finger on Lily's lips, silencing her. "I love you, Lily... But that... That thing... It isn't you. Trust me. If I have anything to say about it, I won't let you turn into it again. Okay? Just... Let's get some sleep." Twilight pulled a shuddering Lily close against her, ducking into the small tent. Twilight had summoned a thin mattress just big enough for the both of them, and together, the two women curled up on it.

Too exhausted to even think anymore, Lily was asleep before her head rested on the makeshift pillow.

Then came the nightmares.

Lily, in her human form, stood over Twilight, hoisting a black, bloody heart in her hands with a triumphant cry. All around her, the changeling horde buzzed and screamed their approval. She screamed with them, dancing and gloating over Twilight's dead body, her glazed eyes still open wide.

Next, Lily was running, her breath tight in her chest as she darted along through a dark and twisting path. All around the path, changeling arms reached out to grip at her, snatching her clothes with their hollow hands. She screamed and tore herself free of them, running faster along the path. She ducked, jumped, and leaned into the turns, some fear driving her farther and farther into the heart of the darkness ahead of her. She glanced over her shoulder... Twilight was the one running after her, her hands glowing purple and dense. Lily skidded to a halt, turning to face her love.

Twilight's form erupted into that of a prime, loping towards her on it's nightmarish, long legs. Above and behind the prime was Chrysalis' smiling face. Her laugh was the soundtrack to the first blow, tearing Lily in half.

"HAAAAAAHH!" Lily jerked awake, completely soaked through with cold sweat. Her vision was dark, and blinked as her chest rose and fell rapidly.

"Nightmare?" Twilight's voice broke through the panic, calming Lily as she wiped a hand over her face.

"Y-yeah..." Lily groaned, feeling cold again. Twilight's insistent hand pulled her back down, and Lily curled against her love with a soft sigh. In Twilight's embrace, Lily found solace. Her body warmed, and her sweat left her. She groaned and fell asleep once more, this time sleeping peacefully for however long they did.

Morning came, if it could be called that... Twilight groaned and stirred, making Lily wake as well. Both of them emerged into the chill, misty morning, groaning as they stretched sore muscles. "What time is it?" Lily asked, looking blearily at the sun fighting to burn away the damp mist.

"Odd... The sun's just rising, but I'm showing it's nearly noon..."

"I guess the princesses are busy..." Lily mused. The events of the previous day returned to her mind, and Lily shuddered once again. "Let's get moving..." She said, turning to Twilight with a slight frown. Twilight, in her knowledgable, wise way, dispelled the magic binding the tent and advanced to wrap Lily in a hug.

"I know it hurts, Lily... But don't blame yourself for what happened. Let's get moving, and I'll explain why when we get warmed up, okay?" Lily nodded and embraced Twilight desparately for a few moments. In a surprising motion, Twilight pulled away just enough to swing her head in and plant a firm kiss on Lily's lips.

"Mff!" Lily groaned at the sudden invasion, but didn't fight it, either. Twilight broke the kiss with a brave smile and a smack, resting her forehead against Lily's.

"I love you." She whispered quietly.

"Even with..."

"Yes, even with your change... Though, I may have found a loophole..." Twilight took her hand and led them deeper into the forest. The "day" was slowly warming up, and the brisk walk soon made the soreness and tiredness evaporate from Lily's muscles. They walked at a decent pace for a few hours, not talking, just holding hands and listeining to the sounds of their feet swishing through the grass and over the stray root or two. When the sun had burned away the fog and they left the wood, Twilight finally began explaining.

"Princess Celestia gave me two books before we left her in the castle. One of them contains the prophesy about us. The other, though..." Twilight waved her hands and the book appeared before her in midair. She caught it and flipped the cover open, using magic to flip the ancient pages to where she wanted. "This one... It's about changelings. It's over six thousand years old, Celestia says... It's... Well, it's fragile, for one... For another, it's very informative. Listen." Twilight cleared her throat and began reading.

"When the ending of a queen or king's era is upon the world, their magic begins to wane. Amongst all changelings everywhere, drone, commander, or otherwise, they carry their matriarch's magic within them. When that magic begins to falter, as it does with age, it is a sign for the new queen or king to be crowned." She looked at Lily, whose eyes were drawn down with concentration. "Follow?"

"Yeah... I knew Chrysalis existed in every changeling, at least marginally... Even myself, after I defected..."

"Right. All changelings. No matter what." Twilight continued with a certain amount of excitement only one of her calibur could get from sharing knowledge. "When two changelings devoid of the queen or king's power meet, their instinct is to assert who will become the NEW king or queen. As time progresses, and the power wanes, more and more changelings will begin to fight for dominance." Lily glanced down as twilight turned the book to her. On that page was a roughly-sketched diagram of a changeling prime, of Lily's more fearsome form... She shuddered at the sight of the monster drawn. next to it, though, was another drawing, one of a group of about fifty primes locked in a struggle. Twilight continued reading.

"The transformation that takes place is refered to as 'Changeling Prime,' and only occurs between two changelings devoid of the queen's power. While all are similar, they are not identical. Minor fluctuations in power have been observed, and it's hypothesized that these stem from the individual changeling's ability, rather than any outside factors... However, the change only takes place when two or more changelings are present and the magic leaves them. No individual changeling can be effected." Twilight smiled up at Lily.

"See, if we can just get you far away from any other changeling, you won't turn into that... That thing again!" She went to close the book, but Lily snapped her hand into the pages, stopping Twilight.

"Keep reading." Lily muttered softly, almost afraid of what she was going to hear. Twilight blinked, but wasn't about to deny a request to cease her quest for knowledge.

"Ahem. These changes occur until one changeling prime rises above the others and replaces the king or queen. While it is unwitnessed and very poorly documented, the time between the start of the waning of power and the new king or queen taking their place is anywhere..." Twilight stopped. Not just stopped reading, but she stopped walking altogether. Her eyes were wide. "Woah." She said. "Didn't read that before..."

"What?" Lily asked, turning to Twilight as they stopped in the middle of an open field. Ahead of them, south, was a vast expanse of open land, stretching from horizon to horizon. Behind them was the wood, concealing the view of a war-torn Canterlot. Twilight looked up, her face ashen.

"Twenty to thirty years."

The next few weeks were all the longest of Lily's life, that she could remember. She and Twilight plodded along on foot, hardly talking, barely sharing a heartfelt hug or a look here or they. The slept fitfully, and spent their days travelling. Lily began to noticed her pants sagging, and Twilight was losing some of her natural beauty to the lack of decent food. They passed through a town here and there, but Twilight nor Lily brought any money. Some nice people would notice their bedraggled, wasted state and would bring them in. It was by the grace of one particular family that they got a good bed to sleep in and enough supplies to make it through to Appleoosa. They would have taken the train, but Celestia's warning had predicted something rather unsettling... No trains were running.

People were fleeing south out of Canterlot, anyone who wasn't a soldier or at least had something to offer would pack up and leave, either walking or driving. Twilight and Lily were among the first to arrive by foot, but not the first refugees period. Still, they were warmy recieved into Appleoosa, the last trek through the dusty desert proving to be difficult for both of them. Tired, wasted, and running on their last canteen of water, Lily and Twilight stumbled into town almost a month after they had left Canterlot.

"Oh! Goodness! Walt, prepare some beds and get water!" Lily managed a weak smile and a thank you to the woman who rushed forth towards them. Her bouncy red curls and apron were the last thing Lily saw as she collapsed, hunger and fatigue taking their toll.

"Wake up, sleepyhead..." Lily groaned at the insistent voice. Her slumber had been dreamless, unlike most nights... She felt so slow and weak, though, and the voice wasn't helping to remind her how difficult it was to open her eyelids. "Here, drink this." A cup pressed to her lips, and Lily managed to open her lips enough to let a trickle go down her throat. She wanted more, but the small stream stopped shortly after she had started to enjoy it. The water was cool and clear, and calmed her tired and frazzled nerves. Her eyes slowly opened, and she had to blink a few times to focus.

"Whr'meye..." She groaned.

"Hon, you're in Appleoosa. Your wife told us where you had come from. Both of you are lucky. Some of the other refugees arrived in worse shape than you." The voice was warm and kind, the sort of southern drawl that Lily had heard from Applejack thick in her accent. Lily groaned and squirmed, fighting to sit up. "Easy, there... Good. Here, drink some more." Lily sat against the headboard, still clothed in the same outfit she had worn the past month. Surprisingly enough, it had remained clean... Again, Lily wondered how old these clothes were, or what magic made them act the way they did.

"Twilight?"

"Your wife is downstairs, helping out with the other refugees. I'll go get her now. You drink that, and she'll be up soon enough."

"Wife?" Lily said, blinking at the cup of cool water that was pushed into her hands. "Right. Wife... Twilight..."

"Be right back, sugar. Take it easy." Lily was left alone in the warm room, sitting against the headboard, her thoughts racing as she tried to make sense of all that had happened.

"Oh, fuck..." She groaned, remembering their flight from Canterlot, the encounter with Nyralith... The long, arduous hike from town to town, never staying longer than to scrounge enough food and maybe borrow a bed... She raised weak, trembling hands to sip at the water, feeling coordination and strength return marginally. She was laying in a small bed just big enough for her, the white sheets warm and thick. Sunlight filtered in through a paneled window, lancing across her legs and warming her further. A clock on the bedside table ticked away, and read that it was noon. Or maybe midnight, with how screwy the cycle had become... The floorboards were worn and warm, many years of feet and traffic wearing the down healthily. Whoever lived in this home, they were very kind and generous people...

"Lily!" The door creaked open as Twilight looked in at her, both women smiling as Twilight walked forward to collapse against her.

"OOF." Lily grunted as Twilight landed on her, a tangle of arms and purple hair. Still, she couldn't fight the happiness in her chest. "Missed you too, Twi..." She muttered.

"Glad you're feeling better." Twilight pulled away to kiss her softly, smiling as she stood up straight. No longer frazzled and dusty, Twilight seemed to have taken a refreshing bath. Her clothes were clean like Lily's, but her hair was the straight, luxurious fall of beautiful purple that it had always been. There weren't any bags under her violet eyes anymore. Her smile was once again radiant.

"Wife?" Lily teased, patting Twilight's stomach.

"Oh, shush you." Twilight teased. "Scootch over." Lily obliged, making just enough room for Twilight's slender hips next to hers. Twilight stretched out and leaned against Lily, sighing contentedly.

"How long was I out?" Lily asked, rubbing her face with the hand that wasn't curled up with Twilight's.

"Just over a day. These people are really nice, Lily... Everyone around here is. I asked around town, and found out where Applejack's cousin lives. Last I heard, he was on his way here to greet us."

"'s good... I need a bath. Ugh." Despite her clothes being clean, Lily felt filthy. "Ooh... I smell so bad."

"You've smelled worse." Twilight teased her with a kiss and a chuckle. Lily didn't feel in the mood to laugh, but she did manage a smile. Still, that didn't stop her from asking the next single-worded question that had been bugging her.

"Rarity?" She asked, looking down. Twilight's expression was the very definition of somber. She frowned and buried her face into Lily's shoulder, heaving a sigh.

"I got word from Dash through the link..." Lily could FEEL the muscles in her love's neck contract as she tried to swallow. "Lily, Rarity... She's..." Moisture dotted her blouse as Twilight shed a tear.

"Rarity's dead."

Mourning

-------------- Finale: Part 4 --------------

"Rarity's dead."

Those words drilled into Lily's ears. Bore straight to her consciousness.

"Lily?" Twilight said gently. Lily found it hard to respond. Twilight sniffed and wiped her face. "We couldn't reach her... The link went dead from her end a long while ago... I was kind of in a funk going from town to town... I couldn't really focus on anyone. I hardly even noticed..." Lily began to shiver, feeling suddenly very cold and slightly sick. She groaned and closed her eyes as Twilight continued talking. "Dash broke the news to me. They just recovered her body. Dash and the Wonderbolts are flying it here... Out of the fight." Twilight tucked closer to Lily, seeking comfort that had been denied her since the news. Lily found herself idly pulling the magi closer, the slight, almost imperceptible motion of Twilight pressing against her side doing a surprising amount for the funk she threatened to descend into.

Lily wrapped Twilight in a hug, turning her head just enough to bury her face into Twilight's hair. She groaned and inhaled the magi's scent, but when she exhaled... It came with tears. Lots of them. Through her sorrow, Lily managed to choke a few words.

"How many more people am I going to kill?"

Twilight had no answers. Through a crack in the door, the woman taking care of them listened. Silently, she walked away, and left the two women to weep.

"Doing okay?!" Soarin called out to Dash over the roaring winds. Dash only gave a slight, almost imperceptible nod of her head. She had carried Rarity this far. Only another few miles to Appleoosa. Celestia had done the world a favor when she restored the bearer of the element of Generosity to her physical state...

Dash had discovered Rarity on the battlefield. The magi's remains were...

It wasn't pretty.

Celestia was merciful enough to spare everyone else the sight of Rarity in that broken, mangled state... She had cast a spell that restored her to a respectable state. Now, Rarity's body was whole, if lifeless. Dash pulled her friend closer to her chest and flapped harder. Appleoosa crept over the horizon, signalling home.

"Dash, are you sure you-"

"I'm fine." She growled, almost too quiet to be heard over the wind. Just a few more miles... Then Rarity would be home.

Her final home.

"Sister, are you sure that was a wise decision?" Luna asked quietly. Celestia waited a few long moments before she nodded slowly, her arms crossed beneath her breasts.

"As wise as any I can make in this situation... The elements NEED to be fulfilled, sister... Just because dear Rarity has passed does not mean there cannot be an element of Generosity..."

"Yes, but-"

"Do you deny that she has not given more than anyone else? Do you have a better candidate to propose?" Celestia countered, her arms still crossed. The two sisters stood on the balcony of their castle, the very same one they had frequented so many times over and again...

"I suppose not..." Luna admitted, taking her place aside her sister. Both of them were mirrors of the other, arms crossed, one leg straight, the other resting... Their eyes turned down towards the battlefield below. Even at this late hour, changelings and guards were involved in skirmishes across the city. The guard was holding the line well, but as with any war, they were suffering casualties. Celestia knew each guard could kill four or five changelings before they succumbed... Less, if they were swarmed. It wasn't a game of numbers, she knew, but still... The odds weren't in their favor at the moment. What they needed was more soldiers like Rarity... Twilight herself would have been envious if she could have seen the havoc the fashionista had wrought on the changeling masses...

"Missing her already?" Luna asked quietly.

"Yes. I miss them all. Just because we've seen it happen millions upon millions of times doesn't lessen the sting any." Celestia sighed and pinched the brow of her nose. It seemed her words to Lily two short months ago were coming back to haunt her... Even those whose lives ended in a fit of rage and murder could still make it to the better place... But still... Rarity was young and had a full life ahead of her. Celestia considered the magi a friend. And after many late nights sewing or repairing clothes, so did Luna...

Both sisters took a moment to reflect on the life of a beautiful soul...

"Dash." Twilight said softly, greeting her friend as she landed. "Soarin, Spitfire... The rest of you. Words can't say enough."

"No need. Rarity was as close a friend to us as Dash is. You all are. If there's anything we can do-"

"No, thank you, Spitfire." Twilight cut the avian off with a sigh and a gesture. "Keep fighting the good fight. That's about all I can ask of you. Of any of you..." Soarin was uncharacteristically silent, but he still nodded his head. "Dash, are you okay?"

"I'm fine, Twi... Thanks. Just... Show me where I can put her." Rarity, dressed in a plain white gown that hung to her ankles, looked almost like she was just asleep in Dash's arms. Any moment, Lily expected the magi to stir about and complain about how sleeping on the fly was murder for her hair. Instead, her legs swung about woodenly as Dash turned to follow Twilight. Just south of Appleoosa, in a wide field full of lush grass, Twilight had done some work...

"Put her here." Twilight said, setting a hand on the stone table. She had wrought the simple slab of granite from pure magic, and Lily had watched as she began engraving a spell into it. When she was finished, the whole thing glowed faintly, the moonlight shining off the dull surface as if it were polished by a professional. Lily was in awe at the intricate bit of magic. Dash, careful as ever, gingerly set Rarity down, her body laying flat on it's back. Together, Dash and Twilight crossed her arms, adjusted her dress. When they were finished, Rarity looked... Serene. Happy, even.

"She looks beautiful." Spitfire said quietly, slipping up to Lily's side. The changeling could only nod, her throat tightening again... When Twilight turned around to walk back towards them, her cheeks shined with tears. She made a beeline for Lily, almost knocking her off-balance as they met for a hug. The wonderbolts all gave the friends some time, walking a short ways off and flapping away into the night sky. Dash, Twilight, and Lily all shared a moment to shed tears together.

"Oh, Lily, you don't know..." Dash said, wiping her cheeks. It was odd to see the brash avian cry. Lily was touched. "AJ and Pinkie are on their way down here now... I think they're about a week out. Fluttershy's flying as best she can to get here, too..."

"Wait, they're coming here?" Lily said, but realized that was probably for the best. "Right." She muttered almost immediately after. "But... What about her-"

"That's what the spell is for." Twilight said gently, gesturing weakly back towards the stone slab Rarity lay upon. "She'll be... Preserved... For a while." Twilight groaned and rubbed her puffy eyes. Lily had to admit, even she was feeling exhausted. The last two days, waiting for Dash to arrive, had been killer. They had to have been worse for Dash, though... Lily guessed it was the whole Loyalty thing... She had probably flown straight from Canterlot with the body...

"Dash, go get some rest." Lily urged. "Braeburn is letting us stay at his place. It's just about a quarter mile from here, straight towards that plateau, on the southern edge. Can't miss it, the farm is about as big as Applejack's." Lily nudged the tired avian towards the indicated direction, concerned she was gonna collapse sooner than later.

"Thanks, Lily..." Dash mumbled. "I know what happened with you and Nyra... And Twi explained to me over the link... I don't blame you." Dash gave a brave smile and flapped off towards the farm, moving markedly slower than she had upon arrival... Her words left behind a few more tears, but Lily fought breaking down.

"She's right, you know..." Twilight said softly. "No one blames you at all. I explained more about the changeling primes to them in the past few days... Applejack was stunned at first, but she was probably the quickest to defend you..." Lily nodded and wrapped Twilight in a hug, burying her face in the magi's hair with a soft whimper.

"I'm sorry, 'm not interruptin' or anythin', am I?" Braeburn's voice cut into the hug, but Lily and Twilight didn't pull away. They held hands as their gracious host approached the stone table.

"Not at all. You're just in time, in fact..."

"Is that her?" Braeburn asked, nodding towards the body. Both women turned and nodded. "Can... Can I pay my respects?"

"Please, do so..." Twilight waved a hand. Braeburn removed his wide-brimmed hat and approached the table, laying it across his heart as he started speaking in a low tone neither of them could hear. Not that it mattered, they were walking hand-in-hand towards the farm. "Lily," Twilight said once they were out of earshot of anyone. "How do you feel about the whole thing?" Lily waited a few long moments before answering with a sigh.

"I don't think I'm ever going to stop blaming myself for the death of both Nyralith and Rarity..." She said softly. "It's so ironic that I'm the one who brought them together for real, but I'm also the one who tore them apart..." Twilight chose her next words carefully.

"That wasn't you that did that, Lily..." She said softly, stopping them both at the edge of the first trees. "That was something else entirely. Something you had no control over. If anything, blame Chrysalis for being so weak. Blame-"

"Blame myself for being a changeling?" Lily countered, the tears threatening to build again. "Blame myself for becoming a mindless monster? Blame myself for-"

"Shush." Twilight cut her off with a finger. "Lily, you're stretching. I was wrong to say the word blame. There is no blame for this. Listen, lives are lost every day. One way or another, Rarity's time was going to come. So was Nyra's. So will mine, and so will yours..." Twilight slid her arms around Lily's waist, pulling the sobbing changeling close once more. "It's all we can do to make the best of the time we have. Thanks to you, Rarity at least knew Nyra as well as she did. They had almost eight full years of life together. Some people hardly get one." Twilight muttered quietly, the words almost lost as they muffled into Lily's hair. "I hope we get as much time as they did..."

"We will." Lily choked, clinging to Twilight for the umpteenth time in three days... "We will..." They held one another for a few more long moments before weaving their fingers together once more and making for the farmhouse. The walk didn't take long at all, and soon enough they were slipping inside the rather large home. The apple family had a long-standing military history, and were almost always the first to volunteer in times of crisis. The home was all but empty at the moment, belongings packed and persons moved out. Braeburn probably stayed back to do what he could with the harvest... Though Lily heard a whisper of a rumor on a don't-ask-don't-tell slipup with their host. Rainbow Dash was asleep on a couch in the living room, still half-dressed. Twilight fetched a blanket and a pillow from a nearby closet while Lily worked at removing the military suit the Wonderbolts all wore... It was tough doing, and she regretted waking the slumbering avian with her motions, but when Dash helped strip it off, she was much more comfortable and mubmled a tired 'thanks' before slipping off once more.

"Come on," Twilight said softly. "Let's go to bed..." Lily and Twilight padded up the creaking stairs to the bedroom Braeburn had offered them. Together, the two women dressed down to borrowed flannel shirts and panties before sliding in to bed together.

It started innocently enough. Twilight pressed close and kissed Lily, turning her back for their usual spooning position to sleep. Lily kissed her cheek gently, and then Twilight groaned. That little, miniscule vocalisation led to another kiss. Twilight's hands tightened on Lily's arms. The next kiss lowered down to Twilight's jawline, and the magi's lips parted in a hot breath. She couldn't handle it anymore. Twisting around, Twilight pressed her lips firmly to Lily's, a sort of passion igniting between the two in that moment... Lily slid her hands down to Twilight's sides, pulling the magi against her firmly. Twilight's fingers clumsily began pulling at the buttons on Lily's borrowed shirt. With each new inch of skin exposed, Lily grew more daring with her kisses. They ranged from quick, teasing pecks to full-on makeout tongue, writhing and wrestling Twilight's own hungry appendage. Lily felt her chest exposed soon enough, and she shrugged out of the fabric smoothly.

"Hmm..." Twilight groaned as her own lips pressed to Lily's neck, sending a shiver over her entire body. Twilight pulled the blankets up over her head as she dove under, moaning into Lily's collarbone now. It felt incredibly warm, being kissed like this. Lily gripped the edge of the heavy quilt as Twilight's lips travelled lower. Despite the warmth underneath the comforter, Lily's nipples soon grew hard, just as Twilight began teasingly circling the flesh with the very tip of her tongue. Lily gasped as shivers ran into her torso, making her whimper and draw a lip inbetween her teeth. Twilight didn't leave her neglected for long... One hand rose to rotate her nipple just as Twilight opened her mouth to suck on the other.

"Hnn!" Lily groaned, lifting her hips with a smooth, eager motion. Twilight groaned into her nipple, her tongue ever so gently spinning slow circles around the hard nub of pleasured flesh. Twilight laid her one free hand on Lily's stomach, rubbing small, slow circles. Lily relaxed, feeling the sensation of pleasure flow fast and free through her veins. She writhed still, but kept her chest in place so Twilight could focus.

"Mwah." Twilight released her nipple with a smack, the same sound they made when they kissed. Lily watched through half-lidded eyes as the lump of Twilight's head slid lower and lower... Lily lifted her hips at Twilight's insistence and felt her panties smoothly slide off. Twilight smoothly lowered her head inbetween Lily's parted thighs, setting to licking her with an eager, passionate touch.

It was so different from their standard fare... Normally, Lily would be dominating the magi, making her pant and beg and plead... But at that moment, Lily only wanted to lay back and let Twilight do what she would... Groaning and arching her head into the pillows, Lily felt the pleasure begin to roll through her in waves. Twilight's tongue alternated between probing her aching hole and flicking her clitoris, sending shocking waves rolling through her to counter the smooth, warm pleasure of penetration.

"Aahn!" Lily groaned, feeling her limit approach rapidly. How long had it been? Lily didn't even know... The entire hike from Canterlot, it was all she and Twilight could do to collapse in eachother's arms, fighting the nightmares and darkness that threatened to overwhelm them with every step... Now, in the warmth of this bed, being truly loved by Twilight, Lily was moments from her orgasm. One final slip of the tongue, and Lily was over the edge. She drew a shuddering breath, every muscle in her body quivering as she climaxed. It wasn't even that wet... Just... Intense...

Twilight pressed their lips together smoothly, and Lily's post-orgasmic mind hungrily pushed at her shirt and panties. The magi was just as eager, and between the two of them, Twilight was soon nude. Lily rolled on top of her, settling inbetween Twilight's legs as she started trailing wet, eager kisses down her moaning lover's front. Her chest heaved with heavy breaths as Lily nipped and sucked her nipples, teasing her flat stomach with a gentle touch. Twilight's hands tangled into Lily's hair, stroking and combing the fiery strands smoothly. She didn't move her head, didn't push her, she just... Touched her. It was so passionate and sensual... Lily smoothly slid lower, her lips kissing the edge of Twilight's belly button before dipping down inbetween her legs.

The taste of her slick womanhood filled Lily's senses with the first lick, her tongue rejoicing as it finally began to return the favor. Twilight inhaled shakily and let it out as Lily began dragging her tongue up and down. Her hands tightened for a moment in Lily's hair before leaving entirely, falling to the sheets or maybe up to the headboard... Lily didn't care, as she was only eager to please her love. To return the favor.

No... It was something more than that... This was what she had heard spoken of in trashy romance novels and bad plays. Giving without taking, recieving without asking... Who knew they were all right? So many more cliche' moments made themselves known to Lily in those moments... They were all true... She loved Twilight with all her heart, with every fiber of her being... It was so...

Heartfelt.

"Aaahhh!" Twilight flexed suddenly, and Lily felt her love shudder underneath her. Breathing heavy, both women stretched out next to one another, arms and legs loosely wrapped together. They closed their eyes, just feeling each other... Lily could sense every little nuance in Twilight's skin, the contours of her ribs against her sides, the smooth slope of her breasts, the way her neck and collarbone met... Once the two regained their breath, they pressed close, feeling at peace with all the grief both had endured over the past month...

No nightmares plauged them that night.

It didn't take very long for the others to arrive. Fluttershy arrived in three days, and almost as if on que, Applejack and Pinkie Pie arrived in a week. Each time, the friends shared tears and embraces. Applejack, in a surprising display, actually skipped past Twilight to hug Lily. Needless to say, she was stunned. Applejack's heartfelt embrace made Lily blush slightly, but she returned it warmly. Once the six were all gathered, they made their way to the stone table with her body.

"She looks so peaceful..." Pinkie Pie said, in an odd moment of quiet contemplation. "Like she isn't even worried... Almost like she's happy."

"She's in a better place now." Twilight said, resting a hand on Pinkie's shoulder. "Celestia told me about it... It's like revisiting all your best memories at the same time, forever... She says it's blissful." Applejack stepped forward then, removing her hat as she spoke her final words to her friend.

"Rarity an' I were friends for a long time. Almost as long as you n' Dash, Fluttershy... We didn't get along all the time, but we was as close as two gals could be without... You know..." Applejack flushed. "Ah was jealous of her when she had Nyra, really..." Applejack flushed even deeper. "After the whole thing blew over, o' course... But still. She was always so moody an' picky... But when Nyra came along, she didn't complain as much, and started to unwind more an' more... She just started... I dunno... LIVING more... I guess ya could say." Applejack laid her hand on Rarity's, brushing the back of it with her thumb. Two tears spilled down the tip of her nose, landing on the prone woman's cheek. "Ah cain't believe she's gone..."

Applejack turned away, wiping her sleeve across her eyes as Fluttershy took her place. "Uum..." The shy woman said softly, fidgeting. "I-I never was good at much of anything... To say little of how much I let others t-take advantage of me... But thanks to Rarity and Pinkie, I really learned to stick up for myself. Life became so much better after that. I started realizing how much others were using me... It took a true friend to stick up for me like she did... Even with all the... Bad things I said. So, thank you, Rarity... You showed me how kindness can be tempered with assertiveness."

Pinkie slid up next, unnaturaly quiet. She quivered visibly with the tears she was holding back, and eventually, even laughter couldn't win out against the sorrow. Without saying any words, Pinkie sobbed and cried, her tears falling onto Rarity's prone body... She bawled for a few minutes while everyone watched, tears of their own streaming down their faces. Pinkie stepped away without saying a word, unable to think let alone speak past her grief.

Dash patted Pinkie on the back before stepping up next to the table. "Rarity, I never was one for all that frou-frou stuff you were into... All the spas and high-brow parties and all that... But I'll be damned if you weren't one of the best friends a girl could ever ask for. It didn't matter if it was a manicure or money I needed, you'd drop what you were doing and help me out. The world could learn a lesson from generosity like yours... I see it everywhere I go, people acting mean and greedy... Fighting over the stupidest things. But you fought for something tangible. Something cool. I can't even tell you how much of an impact you had on my life. On all our lives... Thank you." She leaned over and put a kiss on Rarity's forehead. The gesture was so tender, Lily could hardly stop as a fresh flood of tears streamed from her eyes. Lily stepped forward next, sniffling a little.

"You were awfully annoying the first time I met you," Lily said. Everyone chuckled but let her continue. "You kept talking about all this gossip and stuff I honestly didn't care for. But I saw shortly after you were just concerned about making a good impression... I can't imagine how difficult it must have been to make friends like that in the first place... But you did it. You made some of the best friends in all of Equestria, and for that, I can't even begin to thank you... You, Fluttershy, Dash, Pinkie, AJ, Twilight... I owe it to the six of you for showing me what life was really like..." Lily sniffled and dropped a few tears as she laid her hand on Rarity's cheek, cupping the beautiful woman's face gingerly. "I wouldn't be who I am today without you." Twilight took her place, inhaling a deep breath as she spoke.

"No one can match your beauty, Rarity... I'm honored to have known you. You gave freely, loved openly, and always knew what someone in trouble needed. Such intelligence and beauty did not go unrecognized. You will live on forever in the hearts and minds of us all." Twilight's hands were enveloped in her purple aura as she laid them on Rarity's body. The entire table glowed with her magic as Rarity slowly began to fade... Each small portion of her body that faded away turned into a dazzling pinpoint of blue or white light... As they began to raise towards the dark night sky, they swirled in an elegant pattern. Tears were stilled for a moment as the women watched the light ascend towards it's rightful place... However, something seemed off... Rarity's form was faded... Almost transparent, even. But she wasn't gone yet.

Her eyes opened. The six of them watched as the ghost of Rarity stood from the table, slipping to the ground on bare feet. Her feet didn't indent the grass... Rarity's face broke into a calm, serene smile as she slowly walked up to Lily.

"Rarity, I-" The ghostly visage raised a finger, silencing Lily as it advanced. Her calm smile had an effect on all of them... The tears stopped as they watched Rarity raise her arms and wrap them around Lily. Surrounded by the image of her dead friend, Lily closed her eyes...

And dove into madness.

Anger and this seething hatred pulsed through her very being. It fueled her magic, made her this restless, tireless being of rage and destruction. She walked, unfazed, through the streets where a full-tilt battle was underway. Shouts and screams of the dying and the triumphant filled her ears, but they were lost upon the madness... Rarity only saw red and black.

Another changeling slid apart as her magic cut through him, shearing the entire being in half. Then another after him. Rarity advanced towards the areas dense with the most changelings, many of them turning their attention on the new threat. All of them were cut down. Rarity's magic was one focused on details. A single thread would never escape her attention. She could sharpen her wits and her power to razor-thin lines and needle points. Any who advanced on her were smoothly cut apart. Members of the guard embroiled in their own fights were saved at the last moment by a mysterious blue line cutting their would-be attacker apart, then vanishing and leaving only an eviscerated corpse in it's wake.

Rarity's hands lifted and twisted restlessly. She orchestrated this grand display of carnage and destruction, never once getting pushed back or even touched. Black blood spattered her dress, turned her into this frightening visage of pure destruction and rage. Frightened, the guard scrambled out of her way, though they didn't have anything to fear. Rarity was only targeting changelings. Indeed, they all started to falter and run away, fleeing from the vicious woman targeting them with her needle-like, destructive magic. None survived attacking Rarity.

She would throw up a barrier, then lance straight outwards with more magic, piercing, slashing, killing... The guard began to fall back whenever Rarity arrived on the frontline. Rarity was still human, though... She would stop and eat now and then, sleep maybe four hours a day, but at least sixteen hours of her day she would spend walking straight into the horde. She would walk into the heart of changeling-controlled territory, kill all who she came across, and walk away, killing every single one that followed her.

The guard would tolerate her. It wasn't that they were happy she was decimating the enemy forces... Indeed, soldiers would cheer whenever she stoically walked into the fray. But commanders couldn't order her. She wasn't theirs to control. Anyone asking for her help was recieved with a blank stare before Rarity brushed past them and on to killing again. Every now and then, they would offer her a cot or some supplies, but for the most part, Rarity made her own way. Many times it seemed like it would be over for her... She had been swarmed before. She wasn't without her fair share of battle scars. But the attackers always fared worse than she did. In her anger, she saw Lily's face on each and every one of them.

Until the day she met Chrysalis.

Rarity was deeper into Changeling lines than she had ever been before. Surrounded on all sides, picking them off when they'd raise their heads, Rarity would just keep walking, deeper and deeper into their territory. She remembered this part of the city well enough... In fact, she had been here before... She turned down one particular street, passed a large, fizzling neon sign, and then on to the unassuming brick building...

The sign that read 'Maggie's' hung on it's side, and the door had been blasted off it's hinges. Inside, the furniture was torn apart, ripped to pieces. The bottles of alcohol had either been plundered or smashed, the stringent smell of liquor filling her nostrils. She blinked blankly, wondering what exactly had brought her here... Absently, she padded towards the stairs, her face still that same stoic blank that it had been. Inside was the writhing, searing sensation of anger still... But Rarity felt herself pulled upstairs for one reason or another. The second door on her right was kicked open, the frame splintered and broken.

"Come on, then..." A voice called from within. Rarity piqued an eyebrow and smoothly stepped inside. The faceless rage came forth in an instant. Her hands glowed with that dense, radiant magic as the first spike flew towards the changeling in the middle of the trashed living room. "Really, now..." The magic dissipated just as easily as it was flung, and Rarity followed it with another spike. "I thought you had better manners." The third was the same as the first two. Snarling, Rarity let the full force of her rage rear it's ugly head. Her magic crackled audibly as it crashed upon the invisible defense of the changeling queen, Chrysalis, watching Rarity helplessly throw everything she had at her.

"Why." Crash. "Won't." Smash. "You..." Thump. "DIE?!" Rarity screamed the last word with another blast of razor-thin magic, only to have it disappear without hitting anything solid. Chrysalis' visage flashed as she stepped closer, closing the distance between the two of them. Panting, Rarity did her best to summon another blast of magic, but in the blink of an eye, Chrysalis was upon her, grasping her wrist. Rarity cried out as Chrysalis wrenched her arm upwards inbetween the two of them, her neon green eyes glinting from her jet-black face.

"You know," Chrysalis said softly, her tone low and dripping with venom. "Lily used to live here..." Lily. The name nearly ignited the anger within Rarity once more. She glowered at Chrysalis, struggling to get her arm free. "Makes me wonder..." Chrysalis held her arm as she turned, looking at the wrecked apartment about them. "How she ever made it through... No self-respecting changeling would tie themselves down with these... These..." Her bare foot kicked a chunk of the wooden frame that used to be Lily's couch. "Trappings... No... Lily, she wasn't a changeling." Chrysalis' gaze turned back to a suddenly still Rarity. Her blue eyes wide with what the queen said next. "She was just like you." Her tone was low once more, the malice almost audible as she spoke.

"Just like a human."

"I'm sorry." Rarity whimpered.

"Sorry?" Chrysalis repeated, arching her eyebrow.

"Lily, I'm sorry..." Rarity's voice was thin as she whimpered. When she looked back up into Chrysalis' eyes, her brilliant blue irises shimmered with the tears she held back. "So sorry."

"AAAAIIIIIIIIIIIIIIEEEEEE!" In a flash of magic, Chrysalis' arm sheared off just below the elbow. Rarity was out of the door before the first splatter of black blood hit the floor.

Gone was her rage, her anger... Rarity only felt a profound sense of sadness over how she had spent the last three weeks, mindlessly killing each and every changeling she would hunt down. Unable to summon the same powerful magic that had fueled her angry rampage throughout Canterlot, Rarity fled. Her tired legs pumped as she made her way down the stairs, out of the blasted front door, and into the street... Right into a mass of changelings.

"I'm sorry!" Rarity cried as her now-feeble magic did it's best to push the changelings aside. She made a hole in their lines, barely managed to push her way through them as she ran. Teeth and claws tugged at her as she pushed through, sending flashes of pain through her body. Still, her legs carried her, faster than she could ever recall running...

"Oh, Lily..." Rarity panted as she rounded a corner, fear and pain driving her to run faster than she ever had before. "I'm so sorry, I was wrong all along..." She skirted another group of changelings, recieving another cut to her shoulder as she shot past them. "You're just like any of us... You're just another human... Caught up in this mess..."

"KILL HER!" The cry followed Rarity's flight, made her push her muscles faster. Buzzing filled her ears as the changelings took flight behind her. "END HER!"

"Please forgive me..." In the absence of her anger, Rarity was tired. Tapped. Weak. Tears streamed from her eyes as the first set of changeling claws caught her. The pavement filled her vision as she tripped and fell forwards. Again and again, the claws fell upon her, ravaging her flesh.

Rarity could only weep until life fled her torn body.

"I forgive you, Lily." Rarity's ghost called her back from the haunting vision. "And I ask for the same... I shouldn't have left you then... If I hadn't been so foolish, maybe I would have lived through this ordeal..." Lily shuddered as Rarity's arms left her, the ghost stepping back as she spoke in this hauntingly thin, otherworldly voice. "Ever since I met you, you've been nothing but generous towards me. Towards everyone... Lily, you've given yourself in one way or another to everyone you've met... Wether they were customers..." Rarity's face turned to the group of women behind her. "Or friends..." She smiled serenely, stepping back towards the glowing stone table.

"You gave them pleasure, laughter, an ear, a shoulder to cry on... All of these things and more." Her outline began to fade. Rarity's feet left the ground as she began to follow the fading pinpricks of blue and white light above her. "I see no one more fit to carry the element of Generosity than you. Goodbye, Lily... My friends." She was all but gone, just a white whisp now. "Don't weep for me..." The last echo of her voice followed her into the heavens.

"I am at peace."

Lily?

Hmm?

You alright?

I... I guess... Just a lot to absorb, you know? Twilight squeezed her hand.

You'll get used to it, sugar... Personally, I couldn't be happier. You know, what she said... Before she left... It's true. You've given a lot to all of us. We owe you for all the things you've done fer each of us. Applejack's words were surprisingly comforting. Lily smiled and squeezed Twilight's hand back.

Guys, I'm bushed... I'm gonna grab some sleep.

Night, Dash.

Nighty-night!

Pinkie, how are you so happy?

What? She said 'Don't weep for me,' right?

Heh. She's got a point, Dash.

I guess... Anyways. Night.

Flying back to Canterlot tomorrow?

Yup.

Be careful?

Always. And Lily?

Hmm?

I think I speak for everyone when I say it's good to have you. Lily actually smiled into Twilight's hair. The magi responded by nuzzling further into her neck and curling closer.

Thank you. All of you.

I need to get some sleep, too...

Goodnight, Pinkie. See you tomorrow.

Night, Pinkie. Lily felt the two sort of fade away from her mind... Being in the link was an awfully new and admittedly strange experience... She wasn't just hearing their thoughts, but Lily could almost... FEEL what they all felt. The exhaustion and fatigue seemed to compact, and all six of the elements of harmony were going to bed for the night.

Welp, time ta get mah fourty winks. Night, y'all...

Sleep well. There were only three now.

Uum, Twilight?

Yes, Fluttershy?

Can... Can I talk with Lily? Twilight frowned but didn't deny the request. Lily felt her presence fade from her mind, but still felt Twilight against her side... Fluttershy's thoughts, probably the first since Lily had acquired the link, came slow and quiet.

I don't want you to think the wrong thing, so... Please let me finish before you say anything?

Of course, Fluttershy...

Okay... Thank you... Lily could feel apprehension, and maybe a bit of... Was that anger?

You aren't Rarity. Lily frowned.

But don't get the wrong idea! I just... I wanted you to know that... Just because you're, you know... The new element of Generosity... You don't have to act like Rarity. I... I don't think she would have wanted that. I don't want that... None of us do... A hint of sadness. Lily's frown faded, but she felt her chest begin to rise and fall as she fought tears again. Twilight squeezed her gently, helping her deal with it.

Just... Be yourself? Don't think you need to change to fit in with us... You were already a good friend to all of us. Especially Twilight. Now, I just think it's... Official. So please. Stay yourself?

... I wouldn't have it any other way, Fluttershy...

Oh thank goodness... I was worried you'd think you had to... I don't know... Replace her or something. Lily wiped away a tear as she smiled.

Hardly. I could never replace Rarity... No one can. I'm just... I don't know, I'm still shocked at everything...

Tell me about it... I need to sleep. Tell Twilight I said good night?

Of course. And good night to you, Fluttershy... And... Thank you. The shy avian's smile made Lily feel warm inside... The feeling transferred through the link. Fluttershy's presence faded from her mind, leaving just Lily... After a few moments, Twilight joined in.

Lily. Turn your link off. You need to get some rest.

Right... I just... Twilight smiled as she rose up, looking down at Lily. The two were wearing the flannel shirts once more, stretched out in bed. They held hands softly.

"Just what?" Twilight teased, smiling down at Lily.

"... How do you turn it off?"

------------- Notes from the Author -------------

There are three chapters left in A Different Kind of Love: The Lost Chapters

Lily and Twilight may have buried their friend, but they have yet to move on. Chrysalis, injured and angrier than ever, has a few surprises up her sleeve yet... Appleoosa may not be as safe as they think it is.

Morning (Home) Sickness

---------------- Finale: Part 5 ----------------

"Lily..." Twilight's voice called her out of her deep slumber, beckoning the groaning changeling into the soft glow of a new morning. "Lily, I don't feel good... I think..."

"Mff... Wha-" Her eyes snapped open. Twilight, bags under her eyes and looking legitimately green, was gently shaking her, calling her name.

"I think I'm gonna..." Her mouth opened, and Lily panicked.

"Oh! Oh shit! Uuh, here!" She snatched up a wastebin nearby, quickly stripping the plastic bag out and offering it to Twilight. She managed to sit up before vomiting the first time. The wet sound made Lily cringe and fight a gag of her own. She took Twilight by the hand and led her into the bathroom. Twilight voided over and again into the toilet, alternating between holding her head and sobbing helplessly. Lily rinsed the wastebin out with the shower and sat next to her love, rubbing her back and holding her hair out of the way.

"Thank you," Twilight whimpered, finally through the last of it. She gave a few more dry heaves before a wave of relief washed over her visibly. Lily smiled and pulled her into the shower, washing her hair while Twilight vigorously brushed her teeth. In the frenzied flight from Canterlot, Lily had all but forgotten about her and Twilight... About what they had done. Thinking back on it, she realized that their actions may very well have been the catalyst for everything that was had happened...

"Not true." Twilight said suddenly, taking Lily by surprise.

"What?"

"That's not true. Chrysalis would have attacked wether we discovered true love or not." Twilight rinsed again, setting the toothbrush in it's place on a rack that hung from the showerhead. Lily never understood why Twilight brushed her teeth in the shower... "It saves time."

"Okay, seriously... I need to learn how to turn this thing off and on at will." Lily groaned, ushering Twilight to turn back around so she could wash her back. Twilight chuckled and pulled her hair over her shoulder, letting Lily work a soapy rag into her skin.

"You're coming in and out of it a lot. Like, you'll come and go very easily. I figured out a lttle trick early on that helped me out a lot. Picture this: A blank background. I think black helps the best. Then, there's all six of us standing in a ring. When you take a step forward, you're back in that ring. When you step back, the ring is gone, and you're alone. Applejack and Pinkie use that trick. For Dash, she says she pictures it the difference between landing and flying. Probably because she only ever turns us off for sleep or practice. When she's grounded, she can chat with us and all that... When she's flying, she's free of distractions, and other thoughts. It's about visualization." Twilight explained the little tricks while Lily idly rubbed her back, focusing more on the advice than on scrubbing.

"So... What did Rarity use?"

"I think she said she imagined putting on her Sunday clothes versus pajamas..." Lily and Twilight both shared a laugh as they shut the water off and started drying. Lily was fluffing her hair when she stepped into their bedroom, damp from the shower. She didn't see the visitor in the doorway.

"Uuh..."

"Oop! Shit!" Lily panicked and quickly covered her front, flushing at Braeburn.

"S-sorry, ma'am."

"Lily."

"Huhn?"

"Don't call me ma'am... I hate that. My name's Lily." She teased, blushing as she fought to properly conceal herself with the towel. Braeburn respectfully had his eyes averted. Odd... Any other day Lily would have continued drying herself and asked for payment... Maybe this whole love thing was changing her?

"Who is it?" Twilight asked from the bathroom, the door still open just so that she could see Lily, but not Braeburn.

"Our host." Lily smiled and nudged the door closed with her foot, protecting Twilight from indecency. Not that that would have mattered, either... Twilight was apparently fine with prancing naked and tied before a group of whores. One gay man wasn't going to change her exhibitionist streak. "Was there something wrong?" Lily asked, brushing her bangs aside.

"Uuh, not really... I was comin' to tell yeh that breakfast was ready. AJ and I was just catchin' up..." That's right... Applejack had returned to Braeburn's home after they had said their goodbyes. Pinkie and Fluttershy as well, though on such a clear night, Dash preferred to sleep on a cloud. Lily would never understand why. Clouds were fluffy and everything, but they were cold and wet... "Sorry for the bother..."

"No, it's fine Braeburn. Hey, listen... I wanted to thank you for everything you've done for us... It really means a lot."

"Aw, shoot. No friend of AJ's is gonna sleep in no cheap tavern when they're in town. Come on down for breakfast when y'all are ready. Again, sorry fer... Y'know."

"Not an issue. Thank you." Lily smiled as he shut the door, and she dropped the towel with a sigh. Twilight emerged cautiously at the sound of the door shutting.

"Gone?"

"Yup." Lily groaned, smiling with an embarrassed flush at her lover. "Not before he got a good look at me, though."

"Really? Braeburn? Thought he was-"

"Nobody's THIS gay, love." Lily teased, shaking her rear at Twilight with a grin.

"Shush, you. Did he say breakfast is ready?"

"Yeah. I'm starved."

"Me too, actually... I wonder if they have hot fudge to go with those hashbrowns..."

Breakfast was a funny but odd ordeal. Twilight was dealing with her odd cravings, the combinations she cooked up making even Pinkie Pie winkle her nose questioningly.

"Okay, Twilight, I've experimented with some wierd food in the past... But onions, eggs, and worchestershire? Really?"

"What? It's good... Want to try?" Twilight offered the plate to the pink-haired woman, who frowned but took a small bite.

"Ick! No!" Pinkie all but spat out the offending bite out, even as Twilight took one of her own shyly.

"So, I guess it's true, then, huhn?" Applejack asked, nursing a steaming cup of coffee. Lily sat next to her, digging in to sausages and bacon. She felt ravenous. "Y'all made kids? I thought that was impossible."

"I did, too..." Twilight pushed some egg whites through the leftover dark sauce, eating it with a soft sigh. "But, I mean... I vomited this morning... So there's that... And, if I feel right here..." Twilight lowered her hand to her stomach, rubbing the spot inbetween her belly button and the waistline of her cargo pants. The same they wore from Canterlot. "I can feel a bump... That, along with the cravings, and how irritable I've been... I'm willing to bet every last dollar I own that I'm pregnant..." Lily and Twilight shared a smile as the magi took her seat, clearing her plate with the next bite.

"Well shucks. That's just swell. I mean, you always felt so happy whenever we talked about Lily. I was wonderin' when y'all were gonna make it official..." Lily sat up as Twilight reached across the table. Fluttershy padded into the kitchen, rubbing her eyes with a yawn.

"Good morning, sleepyhead! I made chocalate chip waffles! Want some?" Pinkie Pie greeted the avian, who only nodded tiredly and poured herself a cup of coffee before sitting at the long table.

"You slept in a while, huh?" Twilight said with a smile. Fluttershy flushed and stared into her cup of coffee, quietly speaking.

"Has anybody seen Rainbow Dash?"

"Here I am!" The brash avian tucked her slender frame through and open window as she swooped in, tumbling into a flip before landing gracefully on her feet. Pinkie cheered while Braeburn ruffled his paper back into proper order. "Didja wanna ask me something, Fluttershy?" Dash plopped down at the head of the table, smiling. She looked flustered.

"N-not really... Are you okay?"

"Hmm? Oh, yeah. Just doing morning warmups. I gotta make it back to Canterlot today. Anyone seen Soarin? Been lookin' for him all morning..."

"He's probably upstairs, showerin-" Braeburn's eyes went wide as all six women looked at him, their eyes wide. There was a prolonged silence before he cleared his throat and flicked the paper, opening it to cover his blushing face. "I mean, probably... Y'know... Whatever..."

"Mmhmm..." Applejack nudged him with her elbow before smiling at the doorway that Soarin and Spitfire had just walked through.

"Good morning!" Soarin immediately padded towards Braeburn and kissed him on top of the head, making the poor guy flush even brighter as he batted at the grinning avian with the paper. Spitfire gave Lily a hug before pouring the three Wonderbolts a glass of water.

"We takin' off soon?" Dash asked, surprising the other two.

"Uuh... I thought you'd want to hang around a little longer... Oh, right the link. Yeah, whenever you're ready." Spitfire snapped her fingers when whe remembered Dash was never truly alone with the rest of her friends a thought away.

"Alright. Guys, we're taking off. Braeburn, thanks a bunch for your help. I really owe ya one."

"Just don't go tellin' everyone up in Canterlot 'bout me an... You know..." He grumbled, returning Dash's bear hug.

"No promises." Soarin stole another kiss, this one on the lips, from the stuttering farmer.

"Git outta here!" He swatted at Soarin, who was already halfway to the back door, leaving with a wink and a wave. Dash was right behind him, but Spitfire stayed back a little.

"He means the best-"

"Oh, I know... He's just a lil' trickster, is all. Fucker's even worse in bed." Spitfire and the girls laughed together as the avian captain gave Braeburn a warm hug and a smile.

"Still. You take care, Braeburn. And thank you again."

"Aw, shucks. Nothin' to it. Y'all carried Rarity all the way from Canterlot. It's the least I can do to give y'all a place to shack up fer the night. Not like I didn't enjoy it, either. Now git goin'." He gave Spitfire an open-palmed spank, which only got a grin and a blush as the captain ran through the front door and took off into the sky.

"So, what's next, then?" Applejack's nails clinked into her half-empty coffee cup. The situation turned only moderately more somber at her question, the girls falling into a sort of quiet contemplation.

"Well..." Fluttershy said quietly. "Ponyville is overrun... I don't think that's going to change much... But I don't think there's anything I can do to help out here... I think... I'm going to go to Fillydelphia, see if I can't help the soldiers there... I know enough about medicine to at least help..."

"When did Ponyville get overrun?" Lily asked. Twilight answered for her.

"It was about two days after AJ left... I got a message from one of the other magi, telling me to keep as many people clear from coming into Ponyville... Too bad I was already all the way down here... I'd hate to think of all the people who ran West when they hit Canterlot..." Twilight said softly. Lily changed the subject before it could get any more grim.

"That's a good idea, though, Fluttershy... I think they're going to need all the help they can get, and Fillydelphia is far enough south that you'll be safe." Fluttershy nodded, but looked down at her waffles, which remained untouched save for a shy nibble.

"I think ah'm gonna stay here, though..." Applejack nudged Braeburn with a grin. "Keep my cousin in line, and help his lazy ass out with the pickin'." Braeburn sniffed and ruffled his paper again. "Plus, The train only runs as far south as Appleoosa... We may need to help out by sending supplies soon enough... I'll help out 'round here..."

"Ooh! Me too! I think that nice lady might need help picking cherries again." Pinkie swept back to the table, her arms stacked with various plates. Aside from being an incorrigible hound dog, she was apparently a damn good cook, too. Lily watched, though, as Twilight started unceremoniously dumping salt and pepper into her oatmeal. Applejack distracted her with the next question.

"What about y'all?" She asked, pointing between Lily and Twilight with her chin. The question caused both of them to pause. Twilight set the shakers down and frowned.

"Well, Celestia and Luna told us to run as far south as Appleoosa... Now that we're here, I think we're safe... Safe enough to at least think about staying. I wouldn't want to intrude on Braeburn, though..."

"Nothin' to intrude on." Braeburn drawled as he flipped a page in the paper. "Work's easy enough, and will pay your room and board. Y'all cook for me an' keep the place tidy, we should get along fine."

"Th-thank you, Braeburn..." Lily said, her heart twinging at the offer. "I promise, we won't intrude that much..."

"Aw hell, 's more fun with you lot 'round..." He finished his paper and folded it, handing it off to Applejack as he set in on his third cup of coffee. "Jus'... You know... Keep it quiet at night?" The six of them all shared a laugh, trying hard to ignore how much Twilight was enjoying her soiled oatmeal...

"Oof!" Lily, currently shifted into Liam, punched the tree once again, sending a rain of fruit down to the hard-packed ground beneath them. Applejack stooped over and helped the changeling toss apples into the baskets, saving bruised and spoiled apples for feed. It was just like working back in Ponyville. Lily lost herself in the hard work, letting her thoughts wander. She tried to catch up on all that had happened.

Twilight, whom she felt VERY strongly for, was pregnant with what she supposed could be called her children... They had fought changelings on their way out of Canterlot, just barely missing the main assault on the capitol of Equestria. Then they ran into Rarity and Nyralith... Lily shuddered at the memories that came with the unpleasant vision... Her and Nyralith fighting one another viciously, angrily... Completely lost to the feral instincts of a changeling devoid the queen's power.

That in and of itself was a scary thought... Twilight had done some more reading, and had actually found one or two incidents where changelings would become primes even without another changeling nearby... While they apparently retained individuality, they were still powerful and couldn't change back until the connection to their matriarch was re-established. This happened late in the cycle of power, and only to changelings that had a considerable amount of power... It occured when the link was weak, and the individual's power overwhelmed the queen's already-fading link... Lily was not looking forward to becoming that monster ever again.

After the vicious fight, they had fled south... That whole month was a blur. Nothing but uninteresting landscape, the occasional town, and sleepless, nightmarish nights with Twilight in the cramped tent. That, and crossing the desert had been horrific... Twilight's magic was the only thing that got them through that ordeal alive, summoning food and water, shelter, and in one case of a sprained ankle, healing injuries...

Twilight. Who was pregnant... With two children. Her children.

"Lily?"

"S-sorry, AJ." Lily shook her head and hoisted another basket up into the back of the truck Pinkie Pie was driving.

"You're dark on the link, wanna come in and share whachyer thinkin' about?" Lily paused, feeling the sweat trickle down her body as Applejack leaned against the truck opposite her.

"Sorry, AJ... Just... Yeah, I think I will."

Hey guys.

There you are, Lily! I was just about to tell y'all, lunch is ready. Applejack and Lily shared a wide-mouthed grin ans Pinkie Pie laughed in the truck.

What's so funny? Why is Pinkie laughing so hard? Oh, shoot, did I just say 'y'all' again? Damnit... Lily and Applejack roared with laughter fit to match Pinkie Pie, who was kicking so hard the truck shook with her exuberation. Lily could hear all their laughter through the link. It was a very joyous and happy moment they shared, despite the dark times.

Fluttershy had arrived in Fillydelphia about the same time Dash did in Canterlot, though Lily never felt like they were very far. With a thought, she could join in and out of the link, and chat with anyone who was there. She and Fluttershy actually talked quite a bit about random things, catching up on all they had missed in the few years they had been apart. Three days had passed since the funeral, and it seemed everyone had finally recovered from the shock.

W-we'll get in j-just as soon as we're done with this truckload, Twi. You little southern bumpkin, you.

Oh shut the hell up, AJ. I swear I've been around you and Braeburn too much... Still chuckling, Lily and Applejack hopped up into the back of the truck as Pinkie roared off down the narrow country lane.

'S okay, Twi. Applejack continued. Y'all been givin me those wierd pregnancy cravin's. I swear, the other day I wanted black licorice and mashed potatoes. Twilight's groan was audible even through the link.

Oh man, that had to suck...

Actually, tasted just fine... All five of them laughed together as Pinkie pulled up to the open barn. Braeburn slapped his dusty hands together as he walked out, smiling at them.

"What's so funny?" He asked as the three women got out and started unloading baskets. Well, two women and one man. Braeburn's eyes were roaming as Lily hoisted two baskets by herself.

"Nothin', just laughin' at Twi and her wierd cravings."

"Or AJ, as it were." Lily smiled back at Braeburn, who had serreptitiously turned to watch Lily walk into the shadowy recesses of the barn storeroom. When she returned, though, Braeburn and Applejack had both frozen, their eyes staring off into the distance. "What's wrong?" Lily asked, noting their keen eyes fixed on some far-off point.

"Wolves." Applejack spit on the ground and went to climb into the truck. Braeburn hopped up in the back, and Lily took the front seat.

"You guys be careful, okay?" Pinkie Pie emerged from the barn with three long, sheathed blades, handing them off to Braeburn. She took the last basket from him in return, and the truck took off.

"We will!" Braeburn called after her, scooting further into the bed of the truck as they bounced along the dusty road. "Ah counted six of 'em, AJ!" Braeburn called over the roar of the shifting engine and the wind.

"Ah got at least eight! Maybe more! hang on, we're goin through the riverbed!" Applejack swerved off of the road and ducked into a dry riverbed, the truck bouncing and creaking in protest as they rattled down the road fast as they could go. Braeburn cussed and held on tight, using one arm to steady himself and the other to hold the three swords. Lily grunted, still shifted into Liam, as they bounced along the old river. Applejack continued like that until they opened up into the unplanted south field, where they had been staring off into earlier. There, just on the edge of the hill, were eight black and grey dots, their angled heads turning towards the roaring truck headed their way.

Lily's blood turned to ice.

"Those aren't wolves." She kicked the door open and shifted into Dancer, jumping out into the rushing wind as her wings spread. Flapping powerfully, she accellerated past the truck and arced low across the ground towards the eight wolves. Seeing the big man change into an avian, the changleings shifted from their pack wolf forms into something a little more suitable for fighting... Where most changelings would shift into their normal forms, using fangs and claws to attack, there were other changelings, chiefly those who were trained by Lily and Ajax, who knew different adversaries needed different tactics... The eight shifted from anywhere between bulky, powerful avians with strong wings, to quick and agile humans, all of them using their powers to shift into forms that were already equipped with crude weapons. Applejack and Braeburn skidded to a stop as Dancer landed on the ground a hundred yards from the running Changelings.

Lily managed to keep consciousness this time. In fact, all of her thoughts were clear as day. Perhaps a bit faster, but still hers. The change ripped through her form, and in two easy strides, she clashed with the other prime in the middle of the open field. The link was active, even, all five of the others thinking and talking all at once.

What happened?!

Lily, she-

Woah, what the fuck?!

Oh goodness!

Is she okay?!

QUIET! Lily herself barked the last, growling order. She opened the link, let the other five in, let them see the beast she was fighting. From Twilight, she felt fear. Fluttershy felt disgust. Rainbow Dash was stunned. Applejack and Pinkie Pie, however... They felt a sort of riteous anger. Almost as if they were cheering her on. Still, Applejack had her own things to worry about. There were still seven changelings advancing upon her and Braeburn, and with Lily being tied up, their odds were now two-to-seven... Not three-to-eight as it had been... What's more, they were facing armed changelings... Fighters... Probably the ones trained by Ajax himself.

A flash of pressure to her arm brought Lily back to the present. The other changeling wrenched at her arm, tossing her around. She flew through the air, but lucidity and the change came with some other perks... Twisting about, Lily landed on her hands and feet, lowering herself onto all fours. Galloping in a tight circle, she rushed the other prime, charging straight into him with her lowered shoulder. Chitinous plates of armor broke under the force of her impact, making the other prime wheeze as the two of them tumbled backwards. After a short roll about, Lily ended up on bottom, the other changeling breathing heavily as it started to rain blows down on her. Lily twisted and blocked as best she could, brushing attacks to the left and right, taking very few... They started to grow less powerful... Slower. Siezing the opportunity, Lily shot her hand upwards and dug claws into the joint between the plates covering the other changeling's neck. Twisting her hand, Lily ripped the plate off, exposing black, pulsing flesh beneath. The other changeling, wheezing and slow, couldn't stop her as she struck.

Her claws opened up the changeling at the neck, it's lifeblood spraying about in an ugly display of death. Howling and clutching at it's throat, the prime fell backwards, but Lily wasn't done yet. Applejack and Braeburn were in trouble. Braeburn was already cut, though two of the seven changelings lay dead before him. Lily growled and ran low on all fours towards the changelings. In her anger, she bowled straight through three of the remaining four, her claws ripping them apart as they tumbled. Quick as a flash, she hopped back up and fell on the fourth, screaming a hellish, primal vocalisation as her claws ripped the changeling to shreds.

Twi, we're okay. Relax. The link came back through the angry haze. Lily had almost lost herself... She felt the shift recede as her body slowly returned to normal, still stained with black blood. Braeburn grunted as he hopped back up in the bed of the truck, holding a hand over the cut on his abdomen.

"You okay?" Lily asked, feeling slightly nauseous at the blood and carnage that had taken place in the past two minutes... Braeburn grunted and lifted his hand away, revealing an ugly slash.

"It's deep, but I'll live. AJ, get us back to the house... And for fuck's sake, don't take the damned riverbed."

"He's gonna be okay." Twilight said, wiping her hands on a bloody towel as she met the other girls in the living room. "The cut was deep, and I'm not the absolute best at medical spells, but I think I got him patched up okay."

"Y'all ain't safe here." Applejack came back with her response immediately. "Ah cain't have you two gettin' attacked. If them changelings was here, they can be anywhere. Y'all need to keep runnin'. What'd Celestia tell y'all at first? If Appleoosa wasn't the safest place to be?" Lily blinked, but answered right away.

"Further south to the coast. Then... East into the mountains if that didn't work." Applejack and Pinkie Pie shared a look.

"Into Dragon territory?" Pinkie Pie said quietly. Lily nodded.

"She said if that was too risky, we should go to the hapries north of there."

"Fuck no." Applejack said right away. "Harpies'll tear you apart just as soon as them changelings, Lily. They hate humans as much as they do just about anythin' else, what with the whole gryphon business all them years ago..."

"Gryphon business?" Lily was in the dark. Twilight settled into her 'Teacher Mode' and started lecturing her. The abridged version, thankfully...

"Gryphons are born when harpies and avians mate... Long ago, we used to be friends with them. But the natural romances led to some pretty nasty segregation issues... The harpies didn't want anything to do with the children, and even tried to kill any newborns... The avians flew them to Fillydelphia, and the harpies were furious with them for that... They openly attacked anyone in their skies. There were some skirmishes, but Celestia managed to negotiate a treaty with them. No more avian-harpy romances, no more hostilities. The downside being we can't trade with the harpies, and their very valuable magic. It's a VERY tense treaty, one that could boil over any given day. I wonder..."

Hey Dash?

What's up? Everything okay?

Yeah, we're fine... Braeburn's stitched up.

Good. Soarin was worried.

Heh. I can imagine. But I have a question for you... Celestia said you were flying out East when the changelings attacked... What, exactly, were you and the Wonderbolts doing? There was a long silence from the other end. A downside to the link, you could feel the apprehension and doubt in another's mind as they teetered on the edge of telling a lie. Dash didn't let them down, but what she said next shocked Lily.

Me and the Wonderbolts were trying to get the Harpies to join our side once more... Needless to say, we weren't very successful... Our orders were to... Well... We were supposed to make them comply by force if all else failed.

Wait, so you mean...

I tried not to kill any, Twi... I really tried. But orders are orders... I'm not proud of it.

You did what you had to do, sugar... Ah'm sure Celestia had her reasons for sending y'all out there...

I don't know, AJ... It was... It just wasn't like her...

Wait, this means...

Yeah...

The harpies aren't going to be too keen on ANYone entering their territory now... In fact, Celestia's actions may have-

It isn't that, Twi... We scared them. Scared 'em good... I don't think ANY of them will be attacking. That was the other part... If they wouldn't join us, we had to make sure they wouldn't come against us. And the dragons... Well, they're unhappy, but they're contained... Kinda happy to just duke it out amongst themselves for now.

Let's hope the harpies don't coerce them into attacking, as thanks for your actions...

I pray to the sun every day and the moon every night the same, Twilight... I'd say I'm sorry, but I WAS just following orders.

No, it's fine, Dash... Don't worry about it...

"We're getting sidetracked..." Pinkie brought them all back to the present. Lily shook her head clear of the thoughts and nodded.

"Right. Well, nothing left but to run south, right?" She asked. Twilight laid her elbow in the palm of her hand and gnawed at her thumb. She did that often, when she was thinking on something hard.

"Yeah... I think so. Braeburn and I already talked about it, we've got some supplies ready... Just in case. We can leave tonight, under cover of night."

"No." Lily interjected. Twilight arched an eyebrow at her.

"Hmm?"

"Changelings see better in the night... We'd be best travelling by day, sleeping by night like we have up until now."

"I know that." Twilight said, waving her off. "I'm counting on your eyes to keep us safe while we move. If we can stay ahead of the changelings and make it to the coast, we can settle down. I've got a spell in mind that ought to keep us safe." Lily gnawed on her lip in thought, thinking about Twilight's proposal.

"That might work..." She said at last. "It's pretty open south of here, right?" Applejack pushed off of the wall and beckoned them over towards another room. Lily hadn't been in there just yet, but it appeared to be a hobby room of sorts. A desk for drafting letters and other things, as well as a map on the wall. Applejack pointed to a small black dot.

"This here's Appleoosa. South of here it's all native territory to the coast... They love us, and will prolly help y'all out iffen ya get in a pinch. It's pretty hard trackin' through this here forest, but they got guides that will help you out... Sometimes, they ask for payment, but it really ain't much. This here's the coast... And lemme tell y'all now, no one makes it through that forest without a guide." Applejack tapped each point in turn, as both Lily and Twilight studied the map.

"Thank you, AJ. I'm sure we'll make it."

"Ah'm gonna stay here and keep helpin' out, but we'll see iffen we can't catch any changelings sniffin' about. Appleoosa's real tight-knit. If anything's wrong with anyone, they pick up on it super quick. Y'all can sleep easy knowin' we got your back."

"I'm gonna stay here, too! No meanie changeling is gonna get another shot at you two with Pinkie on guard!" She looked around and scooped up an old helmet sitting on a table, plopping it on her curly head with a serious face. AJ covered her face and groaned.

"That was my great-uncle's... Anywho. You two need to git ready. Go pack your things, Pinkie and I will put some more supplies together. Put that back and help me out, you." Pinkie and AJ left together, leaving Twilight staring at the map. The click of her teeth on her thumb nail was audible. Lily stood next to her, trying to follow the magi's train of thought.

"Do you think you can travel like you are?" Lily asked quietly. Twilight sighed and pulled Lily close for a gentle hug.

"Just make sure you pack some hot fudge..."

The road was long, the jungle unforgiving with it's blistering heat, it's mushy ground. But Lily grew strong through the trek. She and Twilight walked the marshy wetlands together, sweating, bleeding, sleeping together. Twilight was getting marginally worse. Worry began to crop in Lily's throat, that her love might not make the journey to the coast, that they wouldn't be able to make it to the shore and safety... But when Lily truly began to worry, she heard it. The dull roar of waves... Breaking on the cliff face, roaring with the force and power of...

"Ipiisei. The ocean. We are here." Their guide said with a smile, climbing the last little incline to the edge of a cliff. Twilight huffed along behind Lily as they crested the edge.

"Woah..." Lily said softly. Twilight finally reached her, standing at her side.

Idly, both women clasped hands.

Before them, the wide ocean swept from horizon to horizon, dwarfing both women with it's massive display of wide, open water. Lily and Twilight watched far below as the waves crashed upon the face of the cliff, the sea spray and updraft lifting their hair straight over their heads. Lily closed her eyes and inhaled, smelled saltwater and brine. Fresh, clean air.

"This..." Lily said softly, feeling the stress and exhaustion leave her body. "Is bliss..."

"Tell me about it..." Twilight said softly. Her eyes were affixed on the horizon, slowly scanning every last inch of water as it kissed the sky.

"Ever been to the ocean?" Lily asked softly, squeezing Twilight's hand.

"Once... Long, long ago... And it was much further West of here..." Twilight said quietly. "You?"

"I seem to recall something a long time ago... It's lost to me, though..."

"Come." Their guide said suddenly. "I show you nice place." As little as he spoke of their native tongue, he was very insistent. Lily and Twilight tore themselves away from the dwarfing majesty of the ocean and followed their guide back into the jungle. The brief rest had refreshed both women, and they walked at a brisk pace through the thick trees and swampy ground. Their guide wound around trees and under hanging vines, taking them a short ways away from the spot they had been. The land sloped downhill marginally, but enough to make the walking easy and fast.

"Here." He said suddenly, stopping. Lily looked up from the path she had been focusing on, right into their new home. It wasn't built yet, it wasn't anything more than a ghost of an image on the landscape, but Lily could see it... There, on the edge of the forest, across the wide meadow...

"Oh my..." Twilight said softly.

"Right?"

"You saw it?"

"Right there."

"And the entrance-"

"Just over there..."

"Like it was-"

"Meant to be."

Smiling, Lily and Twilight walked into the clearing, their guide smiling as he watched the two women join hands and survey their surroundings.

The clearing was thick with waist-high grass, stretching in a half-moon pattern away from the beach. The long grass gave way to smooth white sand, all of it leading down to the edge of the water where waves broke on the shore. In a small inlet, the small bay had calm waters, a gentle tide, and ranged from a deep floor to shallows, perfect for wading or swimming. Back up on the meadow, the entire serene scene was lined with trees thick as anything, nearly concealing the entire meadow from any outside sources. Only the thin trail they had entered on and another smaller road on the other side of the clearing led in any direction. One would either have to know the spot specifically, or be very lucky to stumble upon the enclosed area. It was pure bliss.

Lily and Twilight passed the beach and walked towards the edge of the trees. There, both women could picture it. A house, two stories tall, with a very wide porch facing the beach. Where they stood now would be the living room. Attached, the kitchen/dining room... Over there, just on the other side of the main hallway, would be a library. Twilight needed her books. Upstairs, their bedroom, and two more smaller bedrooms. At first, the one would be for guests, or maybe a room where Lily could play her violin. But soon enough, their children would need their own rooms. That, and an additional room for whatever they saw fit... It would work. It could work. Lily and Twilight both pictured it perfectly.

"This is..."

"Perfect."

"Lily, stand back..." Twilight said softly, relaxing her hand. Lily let it go and stepped back a ways. Twilight slowly raised her hands, and the link came alive...

Girls, it's...

That's beautiful...

Woah! Where is that at?

Ah think y'all have found the perfect place.

Shh... Watch. Lily said softly, watching Twilight's hands come alive with a blaze of magic. The link grew still, and instead, awe and wonder flowed from everyone into Twilight. She harnessed that feeling, her eyes closed as the spell began to take shape.

Like a maestro conducting a symphony, Twilight began to smoothly sway her hands back and forth... Outward from her feet, the grass began to flatten... Lily felt herself sink and inch as the grass under her very feet receded into the earth, and just a short ways behind her back, a fence sprung up. It was warm, wooden, and brown. The evenly-spaced pickets all materialized from nowhere, even as Twilight turned in a slow circle... In a wide, even rectangle, Twilight fenced off their property, their new home. She even made a gate.

Then, Twilight's demeanor changed dramatically... Lily heard her feet skid across the dirt as she widened her stance. The thump of her magic hitting the ground was audible. Lily stepped back as Twilight flattened the ground to an even state, and then laid the foundation for their home... Solid concrete rooted into the ground, digging four feet deep and as wide as they needed it to be. Twilight's motions were powerful. Each time she threw her hands out, more concrete was laid out. Then she waved her hands, parallel with the ground, smoothing the whole thing out. Another intricate pattern later, and the concrete had dried and set. Then Twilight began laying the floorboards... The walls... Each time she moved her hands, more material came from nowhere, flashing with bright purple light before solidifying, standing tall and straight. Lily swallowed as Twilight began to set them, guiding each one into place, the wood and metal setting into it's spot. All the while, Twilight was muttering to herself... It was almost another language. Lily didn't understand it, but she knew it was all important...

"Invert the apex of point seven and connect it to four... Add forty percent to seven, then cast it. Invocation of chaos on one, but harmony on seventeen... Temporal influx on the fifteenth diagram, halved and divided again by seventeen..." She continued on as such, speaking words Lily didn't know, and if she did, she would never guess how they related to the specific brand of magic that Twilight was weaving. Lily watched as she even started to work on pipes... They had water. A sink, washer and dryer... Twilight even put a wetsink near the back door into the kitchen... Soon enough, though, the walls raised too high for Lily to see Twilight inside.

Stay outside, Lily... I'll be done in a few.

Okay. You go, Twilight... Lily offered what support she could. Even from here, the display was one to behold... Twilight weaved complex magic far beyond any she had ever even seen. Either she was individually teleporting in materials from a very, very far ways away, or she was quite literally creating them then and there...

She's pulling them in from Canterlot. Rainbow Dash said through the link. She told us about it a while ago... One of her tests was to build a mansion in a day, where all of her materials were four hundred miles away.

... Really? Lily blinked in disbelief.

We didn't believe it, either. Not until she build a shack in about three minutes for some of AJ's tools.

Oh yeah. And that day she rebuilt Sugarcube Corner after Pinkie's little... Accident.

Hey! I thought it'd be a GOOD idea to make cinnamon cupcakes! They chuckled, but soon fell quiet as Twilight began constructing the second floor. Lily saw her standing at the top of the stairs before she began weaving more of the spell. The walls sprung up around her, and Lily could only guess at what was happening behind them... Before long, though, the roof sprung up, fully shingled and everything. There was even a chimney for the fireplace...

Alright, Lily... Come in... Twilight sounded exhausted. She emerged from the front door as Lily mounted the steps to the porch, looking slightly haggard. Her hair seemed frazzled. She was close to two months into her pregnancy... There was the slightest bulge to her flat stomach, but she was thankfully over her morning sickness... Still, fatigue seemed to be more and more of an issue. Lily got the impression Twilight would have been able to finish the home and three others like it before even breaking a sweat on a normal day. Now, though, the poor magi seemed exhausted. Lily took her hand, returning the brave smile Twilight gave her.

"You okay?"

"Okay enough to show you the house without passing out... After that, though, no promises." Lily chuckled and held Twilight's hands tight as the magi turned and guided her across the threshold of the house...

Of their new home.

------------- Notes from the Author -------------

Admittedly, I kind of rushed the last bit to publish this chapter before work. But I feel good about it nevertheless.

Only two chapters until the ending, ladies and gentlemen. It's been a long time coming, and one hell of a ride I likely won't forget. Almost 260k words already, I think I'm in the running for "Longest erotic fiction" on the website. Together, this and the original story are over 320k.

I thank every one of my loyal fans for their support and kind words, through thick and thin.

My sister would have been proud to call you all her fans.

I love you all.

In addition, I'd like to let you all know about the livestream happening this weekend. EQAD hasn't posted the prompt just yet, but I'm sure they will soon enough. Either way, plan on at least one stream. I'll be writing the finale for you all (Provided I can finish the next chapter in the next 3 nights at work) so keep your eyes peeled for a blog entry in the next few days with links to my channel.

Thanks in advance to the viewers, and thanks to those who watched my last stream ^.^

The (not so) Simple Life

---------- Finale: Part 6 ----------

"Ooohh..." Twilight's groan made Lily look up from the cutting board.

"Hmm?" She asked, setting the knife aside with a calm smile. Twilight's hands settled on her distended stomach, laying flat against the swollen flesh.

"They're kicking. It feels funny." Lily advanced with a smile, wiping her wet hands on her apron before setting them on Twilight's belly. Indeed, just under the flesh, the stirring of infant life pushed and shifted at her touch.

"Hehe. Always funny when you feel it." Lily said with a smile, leaning forward to press her lips against Twilight's forehead.

"Yeah, try holding it inside of you. Ugh, I feel disgusting sometimes."

"You look beautiful." Lily reassured her, smiling as she went back to chopping lettuce for their dinner that night.

"Hey, Lily?"

"Hmm?"

"Do we have any more watermelon?"

"If you put pepper on it again, I'm going to scream." She and Twilight both shared a laugh as Lily wiped her hands again. "Let me go check the garden. I think we might have one or two ready for picking."

"Check the one on the right. It looked almost ripe last week when I watered."

"Right." Lily smiled back at her warmly before pushing out of the back door and onto the cobblestone path. The warm home that Twilight had summoned in a flurry of powerful magic weathered the winter surprisingly well. They lived off of magic-summoned food for most of the winter, but they had to tighten belts there near the end... As Twilight got on with her pregnancy, her magic waned in it's power. Now, when spring was in full swing, she had to struggle to levitate the smallest objects without crushing them, or doing one of many different things that included but was not limited to teleporting, immolating, exploding, or even liquefying. Lily had woken up several nights floating three feet off the bed as Twilight slept on. Like a good partner, she shifted into a naga, landed without a sound, and slid back under the covers.

However, now that they were in the throes of spring, Lily was able to grow much of the food they needed, and hunt anything else. They lived a simple life. Friendship abounded between the six wielders of harmony. With the link, they were never more than a thought from whatever they could need... Fluttershy and Dash were both able to take frequent trips south to fly them supplies, and they stayed in the know on recent happenings in Appleoosa, Canterlot, and Fillydelphia. The winter campaign had been hard, as it signaled the arrival of chimera forces in Canterlot. Now, a three-way war was fought in the middle of the Equestrian capitol... Fluttershy was slowly becoming more and more reserved. The things the poor woman saw made even Lily cringe...

"There you are." She smiled at the sight of one ripe watermelon at the end of a vine, the green banded fruit plump and ready to be eaten. She cut the vine and hoisted the heavy thing, turning to walk back towards the house. It was getting on in the day, close to five in the evening. When Lily pushed through the door back into the kitchen, she nearly slipped.

"Woah! The hell?!"

"Lily..." Twilight's face was scrunched together, her tone thin and strained. "I think... My water just broke."

"Well, what do you think?" Twilight spun around in the library, all of the recently-summoned books lining the shelves. The room had stood empty for a long while, as the two women fought to prepare for the coming winter. Twilight had started taking time, an hour a day or so, to begin filling the shelves. Now and then, Lily would peek in to see the progress her partner was making. Two months after their arrival, Twilight had filled the shelves from end to end with all sorts of books. From dusty, time-tested tomes of magic theory and practice to magazines to trendy paperback novels. Twilight had quite the collection.

"Woah..." Lily walked along the shelves lining the walls, running her fingers lovingly over the spines of several tomes. Each shelf, top to bottom, was organized, sorted, and full. "You've been busy." Twilight heaved a sigh as she plopped down on a very large, comfortable-looking chair.

"My collection..." She sighed contentedly, smiling up at Lily. "Is complete."

"I'll say..." Lily moved from medical journals on to a different section, this one almost solely devoted to books of magic and related stuff... "I can't even read half these titles, Twilight..."

"You don't need to." Twilight said, smiling serenely as she sunk further into her chair. "Leave the comprehensive stuff to me." Lily backtracked and pulled out one book that looked promising and flopped down in her own chair next to Twilight's. Quietly, she flipped the cover open and began scanning the content.

"Whatchya lookin' for?" Twilight asked, peeking over Lily's arm at the book.

"Pregnancy stuff."

"Oh. Is that the New Canterlot edition or the Trottingham edition?"

"Eer... New Canterlot."

"Good choice. Page three-forty-seven." Twilight closed her eyes and inhaled as Lily flipped through to the section Twilight indicated.

"You gotta stop doing that." Lily muttered, reading already.

"Wha?"

"Reading my damn mind."

"Oh love," Twilight reached her bare foot out, running it up and down Lily's calf. "You make it so easy, even without the link." Lily flushed at the smooth feeling of Twilight's leg against her own, gnawing on her lip as she tried to focus.

"Twi..." She groaned softly, squirming her thighs. "You shouldn't start this..."

"Start what?" Twilight said in a poor farce of innocence. Her leg slid higher, teasing the ticklish spot on the back of Lily's knee.

"You know what I'm talking about... You're four months pregnant and I can't do a thing about it." Lily groaned as Twilight boldly moved higher, her foot teasing the edge of Lily's shorts, very close to the inside of her thigh. "Seriously." Lily's hands dropped the book, falling to grasp Twilight's ankle. "I don't... I just don't feel right... When you're pregnant."

"Oh, but Lily..." Twilight teased, pushing her arms together. "My boobs are getting so big... They ache in the absence of your touch."

"You've been reading Starswirl's poetry again." Lily shut the book and stood to put it back in it's proper place. As soon as she slid it home, Twilight pressed against her back. She could be deviously quiet... Lily stood there as Twilight squished her breasts against Lily's back, her hot breath washing over the changeling's ear.

"I want you, Lily..." Her hands entered the fray, riding low on Lily's hips. "So much..." Lily groaned and turned around, letting Twilight push her back against the book case behind them.

"If I let you finger me, will you shut up?" Lily groaned, trying to pretend like she was annoyed. Despite the slight swelling in Twilight's tummy, she was still just as sexy as ever... Simple, unmarred complexion, swollen breasts, wide hips... Lily would be lying if she said she didn't feel the same towards her mate. Still, the bulge in her stomach WAS there... And growing more and more noticeable. Twilight's hands smoothly lifted her shirt, caressing Lily's own flat, twitching stomach. The trek through the forest two short months ago had slimmed them both down, made both women hard.

"Maybe..." Twilight groaned, leaning in to suckle Lily's neck eagerly. Her hot breath and the feel of her saliva cooling on her flesh made Lily gnaw her lip. "Maybe I won't be satisfied until I get a taste, too... Oh! And look!" In a moment, Twilight pulled away, her hands glowing.

"Twilight, what are you-" The magi cast her spell before Lily could inquire what it was even about. Her hands fell to her stomach, and in a brief glow, the bulge was gone. Returned was Twilight's flat stomach, toned and hard. At least it appeared that way. "Illusion spell?" Lily asked, interested.

"Uh huhn." Twilight nodded and returned her hands and her mouth to Lily's skin, kissing and rubbing her smoothly. "So you don't get wierded out..."

"Ugh... Fine..." Lily groaned, conceding at last. "Do what you will with me, but I'm not touching you downstairs." Lily grinned as Twilight bounced away, only all to happy as she led her captive upstairs. Lily followed somewhat reluctantly, but with a smile at the thought of the pleasure that was coming her way. Twilight took her up the stairs, down the hallway to their left, into their room, and ultimately the master bathroom.

Twilight's magic was so powerful and intricate, that even when she had already been two months pregnant, she was able to summon an entire house in half an hour. Complete with all the plumbing fixtures and even the decor. The bathroom already had that 'lived-in' feel as the two women began to strip. Lily was surprised to see Twilight's breasts actually HAD gotten bigger. Her bra struggled to hold the two jiggling orbs of flesh in as she pulled her shirt off.

"You know," Lily said, unhooking her own bra. Her breasts had, reluctantly, shrunk with the long journey south from Appleoosa. "You probably don't have to wear one of those anymore. It's just you and me..." Lily shimmied out of her shorts, smiling as Twilight's eyes roamed over her slender, sleek form. She had lost a few of her curves, but instead was now toned and muscular, not unlike Rainbow Dash. Just with bigger breasts. Though, as it was now, Twilight probably rivaled even Fluttershy, or maybe Pinkie Pie. None could compare with Applejack's massive bust measurement, though. The magi held her bra up with a few fingers, scrutinizing the restrictive fabric.

"You aren't just saying that so you can oogle over my massive tits every day, are you?" Lily laughed and pulled Twilight into the shower, immediately drawing her lover firmly against her. The cool tile wall against her back was a stark contrast to the warm woman that now eagerly pressed against her front.

"I oogle your massive tits every day, love." Lily breathed as Twilight's lips forced their way against hers. With a quick twist of power, Twilight coaxed the showerhead into life, both women quickly soaked in the hot blast of water.

"Speaking of tits, yours have gotten smaller." Twilght teased, raising her hands to Lily's chest. Indeed, they had... Now, they fit neatly in both of Twilight's palms, her fingers pressing into the harder flesh stretched over Lily's ribcage.

"I can make them bigger..." Lily groaned, breaking the kiss so she could close her eyes and lay her had back against the wall.

"Could you? Like... Just a little..." Twilight's tone was halfway between curious and pleading. Lily lifted the corner of her mouth as she worked her magic... "Woah... I felt them grow..." Twilight said, watching as Lily increased her bust with ease. "Keep going..." Lily focused, expanding a little faster. "A little more..." She had to have D-cups now. "There. That's good." Lily's chest felt heavy with the excess flesh, but Twilight's wasn't complaining. In fact, her mouth was too busy doing other things.

Under the hot stream of water, Twilight suckled at Lily's breast, her teeth teasing the changeling's nipples to hardness. "Twi..." Lily gasped, looking down at the magi's flat body slowly lowering itself. Her hands ran back through the matted mess of Twilight's hair, pulling the wet strands through her fingers even as she urged Twilight lower... The first hot, passionate breath against Lily's core made her shiver with anticipation... She had quelled her desires on her own now and then over the past weeks, but she and Twilight hadn't legitimately done anything together since the last night staying with Braeburn in Appleoosa... It'd been too long. Soon enough, Twilight's magic would be even more unstable than it had been in the past week, and her stomach would only grow bigger... In all reality, this would probably be among the last time the two of them had the chance to make love to one another...

There, in the hot stream of the running water, Twilight made love to Lily.

That's what it really was... Not mindless sex for money, not a passionate fuck, not even really getting laid... It was... True lovemaking.

The sensuous feel of Twilight's eager tongue made Lily's heart race as it explored and delved deep into her twitching core. Lily gasped as Twilight flicked her clit a few times before moving on to suck her wet lips into her mouth smoothly. Lily shuddered and gasped as the pleasure smoothly began to build to a head, robbing her senses and making her entire body tense up.

"Twilight," She gasped breathily. "Twilight, I'm gonna... I'm cumming! Aahn!" Lily's hips bucked off the wall, grinding her sensitive area against Twilight's tongue, even as the magi shamelessly pleasured herself. Twilight stood with a grin on her face, and Lily eagerly pressed their lips together. In the post-orgasm bliss, Twilight's lips tasted like sweet candy. Grasping the magi's wrist, Lily hungrily guided her fingertips against the sensitive area, and Twilight hardly needed any more encouragement than that. Lily was one of the few women who became increasingly sensitive with each progressing orgasm... It had been a boon in some situations, and a curse in others... Still, Twilight's fingers expertly delved into her honeypot, soon bringing the changeling to a second shuddering orgasm.

"Okay. Okay," Lily gasped, taking Twilight's wrist in her hand gently. "G-give me... Guh... A break..." Twilight grinned and obliged, stepping back so Lily had room to bring her senses about once again. Being with Twilight in such a way was a very new and exciting experience... It felt like each time they had made love since admitting feelings for one another had been so different than every encounter previously... Even with other people. So much... Better.

That, coupled with a week of nothing, and Lily was just about ready for another go.

"My turn." Lily grinned as she switched places with Twilight, pressing her eager body against the magi's front. Both pairs of admittedly large breasts squished together, making Twilight gasp as the tender flesh was finally given at least a modicum of attention. Lily smoothly kissed her love once before letting her lips slide lower, teasing the wet, warm skin as her hand plunged to the wet area between Twilight's legs...

"Aah! Lily!" Twilight gasped as the changeling smoothly took the swollen nipple into her mouth. Lily was almost automatically assaulted by Twilight's taste, the thick, creamy fluid flowing fast and free. She sputtered for a moment at the vile taste, but the reaction she had recieved from Twilight dissuaded her from not returning to her swollen breasts. The taste was utterly disgusting... Heady and almost dirty. Lily fought to gag, until... The texture changed. It became much less creamy and a lot more thin... Also, it tasted quite a bit more like milk... Still not any milk Lily would drink, though. She spit each mouthful onto the bathroom floor, but Twilight sighed with satisfaction each pull of liquid Lily drained. She imagined it had to have been almost like going to the bathroom after holding it for a REALLY long time... Twilight groaned and rolled her head, lifting her lips. And Lily wasn't even focusing on using her fingers.

"Woah! Aaaahhnn!" Twilight gasped as Lily shifted from left to right, both with her hand and with the milking. Again, the vile taste filled her mouth, but she was expecting it. Spitting each pull out, Lily soon was able to handle the taste of more and more. She drained Twilight as best she could, her milk mixing with the water as it poured down the drain. That, coupled with Lily's restless fingers inside Twilight's heated canal, Lily started to actually kind of enjoy herself... She never swallowed more than a wayward drop, but Twilight sighed and gasped at the sweet release of the pressure on her tits.

"Lily! Hnng! I'm... I'm gonna cum!" Twilight gasped. Lily took a quick mouthful of water, spitting it out as her lips returned to Twilight's. Muffling the gasping magi with a kiss, Lily plunged her fingers deep, feeling Twilight flex and pulse around the skilled, restless digits. Twilight shuddered from the release, groaning and whimpering as cute as Lily had ever heard her act.

"That was..."

"Good?" Twilight teased.

"Disgusting." Lily started washing her mouth out once more as Twilight chuckled.

"That's called colostrum. It's not very good-tasting."

"Nor was the rest of it," Lily grimaced at the aftertaste, grabbing her toothpaste off of the rack hanging from the showerhead. Twilight chuckled and kissed Lily's shoulder as she began shampooing her own hair.

"Thank you for that... I can't begin to tell you how good it felt."

"You get turned on by milking?" Lily asked, adding a heatlhy dose of toothpaste to her brush before setting about scrubbing her teeth. The toothpaste worked wonders for the aftertaste. Twilight, though, just shrugged.

"It felt good... 'S all I'm saying..."

"Oh shit. Do you think you can make it upstairs?!" Lily unceremoniously dropped the watermelon on the table, moving as fast as careful as she could across the slick floor. She laid a hand on Twilight's arm as the magi slowly went to stand up, a grimace on her face. Lily ducked underneath her arm, hoisting the majority of her weight. "Come on, Twi." Lily encouraged her. "Come on..."

"I can't!" Twilight gasped, her feet faltering in the living room.

"Then we're doing it here. Come on, mom." Lily guided Twilight to a spot in front of the fireplace. Lily hastily set a fire and then scrambled for the go-bag. Twilight's idea, the bag had everything Lily should need. That, and about a dozen pillows later, and Lily had constructed a makeshift bed for Twilight to lean back on.

Lily? The link's going wild, what's wrong?

It's Twilight. She's gone into contractions. She's giving birth. Lily opened the link at the right time, it seemed. Fluttershy was the only one there, and the shy avian Lily knew disappeared as she started to assist.

Hot water, towels, a heat source nearby, blankets for swaddling and something to cut the cord with. Okay? You got that?

Y-yeah... I think so...

Let me see. Lily opened her mind. She felt Fluttershy's presence as the avian saw through her eyes.

Well you need to get her pants off, first thing.

Right. Lily stripped them of smoothly.

You know Lamaze breathing?

Right, yeah...

Tell her to start. Let me see.

"Twilight, Fluttershy says you need to start doing lamaze breathing. You know, Hee Hee Hoo... Quickly, like it said in the book, okay?" Twilight managed a nod, her face screwed up in concentration and pain as another wave of contractions hit. Lily turned her attention downward, at Twilight's exposed lower half.

She isn't fully dilated yet, and I can't see the crown. Tell her to keep breathing. Lily?

Yeah?

We're in for a long night.

"Push!"

"AaaaaAAAAUUUGGHH!!" Twilight's scream ripped through the early morning, and for just a brief second, Lily was glad there was no one else around to hear the pain and agony Twilight was enduring.

Again. It's almost out.

"One more time, Twilight. Come on. PUSH!"

"AAAAIIIIIIIIEEEEEE!" Twilight's scream came with another, this one not Lily's or anyone else's... Save for...

"It's a boy!" Lily shouted hysterically, holding the bloody little mass in her hands. The child, still covered in afterbirth, cried and writhed in her hands, his nude little body flexing undeveloped muscles.

Focus, Lily. There's still one more.

Right! Gingerly as she could, Lily set the child aside, snipped the cord, and returned her attention to Twilight.

"You're almost through, Twi. Come on, one more push!

That's good! It's crowning already, and Twilight's ready! Help her out, pull the baby out! Fluttershy spoke very quickly and very clearly. Lily leaned in, grabbed the infant by it's shoulders, and making sure to protect it's head, gingerly pulled it out as Twilight gave one last, gut-wrenching scream.

"A girl." Lily panted. She swicked sweat off of her forehead and smiled at the crying baby girl in her hands. "It's a girl, Twilight... A... Twins. I'm..." She was shocked. So much so that she followed Fluttershy's words without another response, cleaning up and swaddling the babies. Newborn pink flesh stood out against the stark white of the blankets they were swaddled in, and Lily left the exhausted Twilight with her children as she went to dispose of the waste. Returning, mother and children were all asleep, slumbering peacefully on the makeshift bed spread out on the living room floor.

They were born May 17th.

"Names?" Lily asked quietly. She and Twilight had been awake for just an hour or so. Twilight had her shirt lifted up, both the babies happily suckling away at her breasts.

"I've been thinking about that for the longest time," Twilight said, smiling down at the two infant faces happily feeding. "And I can't think of anything... You pick."

"Me? I can't pick... I'm no good with names!" Lily teased, nudging Twilight softly. The four of them were still stretched out on the living room floor, and would probably stay there until Twilight recovered enough to move upstairs. For now, though, the two parents were more than happy to stay next to one another, smiling at their two children.

"Just pick something... You'll think of it, I'm sure..." Twilight turned her head, and Lily met her lips sweetly. They shared a passionate, deep kiss, groaning softly as it broke apart.

"How about..." Lily's fingers flexed as she gently cupped the head of their baby boy. He gave a soft breath but continued suckling eagerly. "Verse."

"Ooooh... I like that name..." Twilight said soflty. "It sounds... Powerful. Hers?" Lily's hand switched, gingerly cupping her brand-new daughter's head. The name came to her, in a moment of comprehension... Lily's face broke out in a smile as she spoke the name of the child that would change all of Equestria.

"Melody."

Just the Beginning.

--------- Finale ---------

Lily stood on the shore, the wind whipping her fiery red curls off of her shoulders. She groaned and rubbed her eyes before returning them to the distant horizon.

"Hey." Twilight said softly. Lily glanced at her with a soft smile before turning back to the slowly setting sun.

"Couldn't sleep."

"Yeah, me either..."

"The kids?"

"Sleeping peacefully."

"Good..." They both stood side-by-side, looking out over the breaking waves, the sun painting the ocean a fiery, deep gold... Like the flames of a new world setting fire to everything they ever held dear. Burning it away to nothing.

"Lily?" Twilight said softly... There was hurt in her voice... Smoothly, Lily took Twilight's hand in her own. The words Twilight spoke next made Lily shiver.

"Are... Are we going to be okay?"

The only sound for a few very long moments was the sound of the waves breaking on the shore. The wind rustling through the waist-high grass. Whistling in their ears. To Lily, it was deafening.

"Twilight," She said at last, heaving a sigh. "I don't know. I really don't." She turned to Twilight, her face blank of emotion for a few moments. Twilight's throat contracted as she swallowed. "But..." Lily squeezed her hand with a wide smile. The kind that lit up the day more than the setting sun.

"I know I wouldn't try with anyone else. I love you, Twilight. If I didn't just spend four hours pulling two children out of you, I don't know what the definition of love is." Twilight laughed at that. They both did. Standing on the edge of the dying world, holding one another close, the two women laughed their cares away.

"Come on, Lily." Twilight said softly. "I'm starving." Holding hands, they turned their backs on the fiery ocean and made their way back to the house sitting on the edge of the clearing. Together, they ascended the steps, into the living room. Their makeshift bed still sat on the floor, both children snoozing peacefully as they lay on the floor. Lily smiled down at them. Two serene, beautiful faces. Completely oblivious to everything around them. Twilight went ahead, leaving Lily standing over them.

"What do you want to eat?" Twilight called to her.

"Anything." Lily fought to keep from choking as she said that single word. As Twilight began busying herself with the meal, Lily slowly sank to the floor. Shakily, her hands reached out to each of the children, her fingers quivering visibly... Hesitantly, she touched her fingertips to the soft skin on Melody's forehead.

She was warm. Very warm. This poor, fragile little thing, just a lump of flesh and bone and blood. Underdeveloped. Fragile. Weak. If Chrysalis saw them, she'd more than likely stomp on their skulls and be done with it. If Lily were younger, and still loyal to her queen, she might have done the same...

But now... In ten short years...

Lily, highest lieutenant of the changeling army, most powerful being to walk the face of Equestria save the queen herself, ruthless, heartless, brutal Liliana...

Wept.

Tears spilled unabated from her face as she cried, her shaking fingers tenderly caressing the soft skin on Melody's forehead.

"Lily?" Twilight said quietly, seemingly coming from nowhere. She sunk down next to her love, running a hand over her back. "You okay?" Lily choked and sniffled, managing a nod as she pulled her hand away. She turned into Twilight's gentle embrace, weeping into her lover's hold.

"I'm sorry," She muttered, wiping tears away. "Just... A lot to absorb... Still."

"Want to talk about it?" Twilight always had a way of dragging an answer from her... They slipped up onto a nearby couch, still holding one another as Lily fought to find the words to say.

"It's just... Well, I'll start from the beginning." Lily sniffled and picked her head up, wiping away the last few tears. "I am not a kind person, Twilight... I've done things that some of the darkest and most depraved people would call tame." The memory of what she did in Trottngham came to her then. The memory of the blood, of the broken bodies... She shuddered before shaking them off. Best not to describe it to Twilight. At least, not in detail... "Ajax and I did things that still give me nightmares. They didn't back then, but they do now. Hell... Everything does now..." She sighed and pinched the bridge of her nose, dark memories flowing fast and free.

"What did you do in Trottingham...?" Twilight asked quietly. Lily looked at her with wide eyes, shocked.

"How did you know...?"

"I may have been young, but the killings were all over the news, Lily..." Twilight said softly. "I never knew that was you and Ajax... What... What did you two do?" Lily swallowed, suddenly VERY embarrassed about her past.

"We were on assignment from Chrysalis..." Lily decided to give her the abridged version. "She wanted us to study Naga. You remember, right?" Twilight nodded as the memory returned... A long three days, locked magic, and MANY orgasms... Lily had had to resort to shifting to a form she seldom if ever used to reign twilight in. "Well, we were in Trottingham studying the texts. It was the one and only library that had any sort of clue we could use to shift into an extinct species... Ajax and I spent a whole year impersonating one person or another... Each time we were found out, we killed who we were staying with and moved on. Sometimes it was Ajax... Sometimes it was..." Lily shook her head and tried to move on...

"We killed seventeen families in a year. We tried to look for couples... Young married people, elderly, or very small families... Mostly with infants." Lily could FEEL Twilight tense next to her as she spoke. But she didn't stop. "All-in-all, we killed forty-seven people in Trottingham." Lily fought the bile that threatened to rise up her throat. To her surprise, Twilight pulled away.

"What are you-"

"I'm sorry, Lily..." Twilight said softly, shaking her head. "I... I need a minute." Then she was gone. A brief flash of purple magic, and she was gone. Lily was left alone, sitting on the couch, tears spilling from her eyes.

She found Twilight an hour later, sitting on the beach. She saw her from a distance, and Twilight hadn't seen her yet. Lily struggled with going to meet her on the sand and continue talking, but instead, she left her there... Lily needed to straighten her thoughts as well. Padding back to the house in the steadily-falling night, Lily had no more tears left to cry. She mounted the steps on the creaking porch, and went to lay next to the children. In a moment like this, Lily felt like she needed some counseling... The link came to life, and she was caught in the midst of a VERY heated argument.

She fucking KILLED Him, AJ! How the hell do you think I can forgive that?!

Because you love her.

I don't know about that anymore....

Don't say that. You love her, and you know it. Don' deny it.

How can you love the person who murdered your uncle?

Lily froze. They had to have felt her. She was in the link. But Twilight continued ranting. Raving, really...

She and that other changeling... What was his name?

Ajax.

Ajax. They spent a whole year in Trottingham killing couples, going from home to home, murdering as they went! Over forty people! Dead! FUCKING DEAD! The words hit her in the gut over and again. Lily curled up on the floor, listening to Twilight's thoughts pour into her mind through the link. Each one like a lance through her heart.

Calm down, sugar-

I WON'T! SHE FUCKING KILLED HIM! Do you have ANY idea how long we spent looking for the killer? Do you know the time and tears we WASTED on it?! She was crying now. Lily could feel it. Her mind sank with the depression Twilight was suffering.

And for what? So Chrysalis could add another mask? So Lily could become more powerful than she was? So Ajax could... Could... Have fun?!

You know it isn't like that, Twilight... Fluttershy. That was over ten years ago... Longer, even... Lily's a different person now. Much different. You know just as well as we do...

I doubt that very much

Hey! Dash now... She sounded angry. That's unfair, Twilight! You know better than ANY of us what Lily is really like... You've seen her at moments no other person ever has, or ever will. Go back to your home, Twilight. Look at what you two did. Look at your children's faces and tell me that you don't love her any more.

Lily's changed a whole lot, sugar... You cain't say she's the same anymore. Rarity wouldn't have given her the element if she didn't feel the same way. An' I don' think you two would have done what you did if she was this... Cold killer y'all are sayin' she is... Relief flowed through Lily's mind as her friends started sticking up for her. Still, she curled on the floor of the living room, praying she could just go a little longer without being-

Twi.

Y-yeah?

She's here. Lily sniffled and struggled to sit up, to put her back against the couch...

Twilight, I-

Shut up. Twilight went dark on the link, but not before appearing in the living room before her. Lily looked up at her with wide, bloodshot eyes.

Twi? Wh-where'd you g- Lily shut off the link, but only because Twilight had her hair gripped in a firm fist. There was no magic. Twilight didn't need it. Her skinny little body, fueled by anger and rage, dragged a screaming Lily out of the house. Down the steps, each one feeling like a hammer against her hips, out into the grassy front yard, and into the waist-high grass. Twilight deposited her there, huffing from the exertion.

"Twilight, I-"

"I SAID SHUT UP!" Twilight screamed. Back in the house, the children began crying. "SHUT UP! JUST SHUT UP!" Twilight sobbed, tears streaming fast and free down her face. Her hands erupted in a pure, purple essence of magic, gripping Lily in a powerful hold. Lily's head was wrenched upwards, her neck exposed. She gasped in pain and discomfort. Not the pleasurable kind, either... Quite the opposite, in fact. Lily broke out in a cold sweat as Twilight raised her other hand. Her magic began to grow thinner... Sharper... Twilight held in her hand a blade of pure power, shining and glowing. It looked solid. Dense. Lily knew, this was the kind of magic that could end kingdoms.

"Twilight." Lily whimpered, swallowing. Her throat brushed the edge of the blade. It was so thin, even that small bit of pressure opened her skin. "Please..." She trembled, still crying. Her tears hissed as they dripped onto the blade Twilight held.

"Apologize." Twilight growled. The next words Lily spoke were the hardest of her life.

"I will not."

Lily was damned when Twilight didn't cut her throat then and there. Instead, her voice cracked with suppressed rage.

"Why." It wasn't a question. It wasn't a request. It was a demand. For an explanation.

"Because I remember him." Twilight's eyes widened slightly. "More than all the others, I remember him the most..." The blade lowered half an inch. Still there, still humming with her power... Still just as deadly as ever. The dark sky rumbled as it began to rain... "So help me, Twilight, I remember him... I remember his eyes. His purple, brilliant eyes. They looked up at me as I did it..." Lily cried now, harder than ever. Her entire body shook with the power of her sobs, shaking and convulsing in Twilight's magic as she cried. "He haunts me the most! I see his face every time I dream, every time I remember that night! Damnit, Twilight, tell me his name!" She whimpered and cried, shaking in midair. "I want to know the name of the man I killed..." She sobbed and fought to bring her tears under control. "I want to know the name of the man who never feared me..." Lily closed her eyes, tears spilling from her lids.

"So kill me. Cut my throat and be done with it." She sighed. "Send me to my grave outside the home our children lie in. I'll be the first to admit, I deserve it. More so than anything else, I deserve this... But please. Tell me the name of the man..."

Minutes passed. The rain hissed as it evaporated on Twilight's magic. The sound of the pure, undiluted power she wielded overpowered even the sound of the falling rain. Lily's hair matted to her head and neck as she dangled there, completely and utterly helpless.

She could have shifted. She could have become a naga and defended herself. She could have become an Ursa Minor and ran away. She could have done one of a number of things...

But...

What kind of a person would that make her?

"Eclipse." Twilight said softly. The hum of her magic was replaced by the sound of the torrential rain all about them. Lily slumped to the ground, looking up at Twilight with wide eyes. "His name... Was Eclipse." Twilight looked down at her, sad as ever. Her purple eyes brimmed with tears. "And he was the last to bear the oath the Sparkle family held... With his death, my father was named heir to the Sparkle line." Twilight slowly sank to her knees. "Because he died, I..." She sobbed audibly. "I..."

Lily never heard what she said next.

Months passed. They seldom spoke, slept with their backs turned to one another, and spent more than a few days in utter silence. When one would enter the link, the other would leave. It was Tuesday in early December when Twilight spoke the first full sentence to Lily, almost half a year later.

"What happened to us?" She asked softly. Lily had been washing dishes. Now, she set the plate she had been scrubbing down, looking out the window above the sink. The cold grey sky looked like snow, but Lily knew it would just be rain. It was always rain. This late in the season... She picked the plate back up and kept scrubbing at a stubborn spot.

"I don't know..." She responded quietly, trying to make a show of focusing on the spot.

"Lily, we discovered a sort of magic that the entire world hasn't seen in thousands of years." Twilight continued quietly. "We gave birth to two children using that magic... Something that NO ONE in the history of... Well... EVER... Has ever been able to do... So... Why are we like this now? What happened to us?" Lily set her plate aside and dried her hands, her eyes closed as she tried to swallow the lump in her throat.

"Apparently," She muttered softly. "It's because I'm a heartless killer with no room for compassion in my heart." Lily crossed her arms beneath her breasts and stared at the floor, waiting for Twilight's response.

"Maybe you were..." Twilight finally said quietly. "But I doubt that's the case anymore..."

"Why the change of heart? Six months ago, you were ready to cut my throat for that same fact." Lily's tone was cold. She kind of felt bad for saying it, but at the same time, it was the truth... At least, she thought it was... Twilight was dark on the link. No one would know the shift in her emotions at that moment...

"I'd be lying if I said that wasn't a dark time for me." Twilight shivered. "Probably the worst I've ever felt... Ever..." She sniffled and wiped a tear away. "Worse than when Rarity died... I... I wasn't myself." Lily didn't have a response. So she let Twilight continue. "I just... Lost it... Eclipse dying was probably some of the worse news I've ever had in my life... It wasn't too long before I moved to Ponyville, though... Rumor has it Eclipse was the last one to..."

"Twilight, you don't have to say it if you don't want to." Lily said quietly. This had been the point Twilight had stopped at six months ago, the night she tried to kill her... Twilight shook her head and tried to continue, fighting with her words. She paused often, struggling with what to say, how to say it...

"Rumor has it that Eclipse... Was the last person... To study the magic of friendship..."

Lily let the news process in her mind for a few minutes. She struggled to wrap her mind around what all that entailed...

"Wait, that means..." Twilight nodded as Lily connected the dots. The purple-haired magi finished her thought for her.

"If Eclipse hadn't died, I wouldn't have studied the magic of friendship. I wouldn't have moved to Ponyville. I wouldn't have met all the others, and I most definitely wouldn't have met you... I wouldn't have found the elements of harmony, I wouldn't have been able to stop Nightmare Moon, I wouldn't have had the ability to stop Discord... A lot of things changed for me when Eclipse died... Most importantly, though..." Twilight shivered visibly. Lily swallowed hard. "Because Eclipse died, I had to leave Celestia..."

"Was it really that bad?" Lily asked. There was no sarcasm in her voice. She was truly sincere. Twilight sighed and hugged herself.

"It really was... As soon as I became her student, Celestia was... She was like... I don't know. More than a teacher. She was a friend. A mentor. More of a mother to me than my own was sometimes..."

"That's harsh..."

"Like your mother was any better." They both shared a nervous laugh before Twilight continued.

"She was, admittedly, my mistress as well... More strict and rough than you were, but it was what I needed... Well, not needed, but I sure as hell liked it..." Twilight sighed wistfully. Lily's smile still hadn't faded. It felt like they were coming back to some sense of normalcy now... Like it used to be. "I was so upset, though, when I had to leave... To me, it was much more than feeling like I was being sent away or anything like that... I was just on the verge of a breakthrough with Nightmare Moon, feeling stressed and neglected, and just..." She sighed. "It was probably the hardest thing I've ever had to do. I didn't really have a choice. I mean... It was CELESTIA asking me. She's not just my mistress, or my teacher... She's my monarch. I couldn't really say no, could I? I guess, finding out that you were the one behind it... I just kind of... Lost it."

"Kind of?" Lily teased, nudging Twilight. It was the first contact they had intentionally had in six months. It felt warm. Twilight smiled at her, flushing with embarrassment.

"Okay, a lot... And I'm sorry, Lily... I really am."

"I should be the one apologizing..."

"No, don't... You were right..." Twilight sighed, smoothly finding Lily's hand. They twined their fingers together gently, smiling at one another. "If it didn't happen, then a lot of other things wouldn't have come to fruition... If it didn't happen, I never would have met the others, or stopped Nightmare Moon, or... Or... Well, a lot of things." Twilight sighed and rubbed her eyes, smiling back up at Lily once again.

"I was a different person back then, Twilight." Lily said gently. "I really was... So much has changed since then. And, admittedly, I owe it to you and the other five for it all. It was that year in Ponyville that changed me..." Lily sighed and pulled Twilight up out of her chair, into a gentle hug. Twilight easily fell into the embrace, both of them hugging one another for a few long moments.

"I know... Both of us have changed a lot." Twilight said gently, her hands clutching Lily's shirt. The hug was slowly turning more desparate, the first real contact they had had in a long, long time... Lily sighed into the embrace, feeling relaxed and comforted all together. "I mean... If we can overcome... THAT... What we just did, then... I don't think there's anything we can't do..." Twilight chuckled. Lily snickered and then both of them devolved into a happy, gut-rolling sort of laughter. Clutching one another, they laughed and wiped tears of mirth away. Finally, the laughter died, and they caught one another's eyes. Lily stared deep into Twilight's purple eyes, Twilight stared back into Lily's...

The bed met them before the next thought came to Lily's mind. Gasping softly, Lily's lips were soon invaded by Twilight's. The slender magi straddled her, their bodies pressed tight together. They were gone now, completely oblivious to anything else. Clothes were soon stripped away in the heat of the moment. Lily and Twilight's hands were a flurry of motion, grabbing, stripping, and generally just trying to get one another bare... It didn't take long. Not long at all... They broke the heated kiss for just a moment, and only so they could strip shirts off. From there, they never broke for more than a shaky breath or a kiss to be pressed to the neck, along the other's jawline.

"Haah..." Twilight groaned as Lily dug her fingernails into her soft sides, making the magi writhe atop her love. The devious smile she got in return only urged Lily onward. She slid her hand up, dragging white lines along Twilight's flesh. Twilight gasped and threw her head back, her bared chest thrusting outward in that moment. Lily seized the opportunity to firmly wrap her lips around Twilight's nipple, giving the flesh a gentle nibble. "Lily!" Twilight gasped. "E-easy... You forget I'm-"

"It's okay." Lily said softly. "I don't mind the taste..." She sucked gingerly, ignoring the liquid, focusing more on the pleasure she was granting her love. Her one love.

Her true love.

Twilight whimpered and ran a hand into Lily's fiery red curls, stroking and massaging her scalp. Lily groaned and sucked a little harder, her fingers riding low on the hem of Twilight's shorts. Enough of the messing around... Lily pushed at the fabric, very clumsily removing Twilight's shorts. The magi adjusted, swinging a leg out so she could get rid of the last bit of clothing between Lily and her goal.

"Shaved?" Lily teased with an arched eyebrow. Twilight blushed. SO damn cute...

"It was getting annoying..." She admitted. Lily smiled and rested the palm of her hand against Twilight's entire crotch, cupping her hot sex tenderly.

"I like it..."

"Hnn..." Twilight groaned as Lily's fingers pressed into her flesh, exploring and probing her soft, tender folds...

"A lot..." Lily pressed her lips back into Twilight's breast, seizing the opportunity to switch places. Twilight stretched out underneath Lily, her legs parted just enough... "Ready?" Lily asked softly. Twilight nodded, her lip slowly drawn inbetween her teeth. Smooth, easy, and gentle, Lily bent a single finger, and moved her way in...

"Ooohh..." Twilight groaned softly, her form relaxing atop the sheets. Lily smiled and slid the rest of her finger in, not moving or pressing against anything yet, just letting Twilight feel her. The magi responded in kind, exhaling a shuddering breath. Her hands fell to the sheets, and as Lily began to gingerly slide out, she twisted them into her fists. "So long..." Twilight managed to whimper, making Lily smile as she pressed a tender kiss into the magi's flat, twitching stomach.

"Too long," She affirmed, smiling up at the panting magi. "Far too long for comfort... Let it go, Twilight." She said softly. "Let it all go."

"Aahh!" Twilight gasped as Lily slid a second finger inside of her, finally testing the magi's elasticity. She flexed them both in opposite directions, spreading Twilight apart, REALLY letting her feel it now... "Lily, I'm..."

"Already?" She teased. Twilight nodded and writhed atop the bed, twisting the sheets as her hips squirmed seductively. Lily shrugged. They had time. With a gentle touch, she slid out and spun Twilight's swollen clitoris in a quick circle, pushing her love over the edge.

"AAHN!" Twilight gasped and cried out with a clipped breath, her entrance pulsing visibly as the orgasm flooded her veins. Lily smiled and slowly brought her down, still rotating her clit slowly, keeping the pleasure a soft, gentle constant... "Ooohh..." She groaned, relaxing at last into the sheets. "WAY too long..." She and Lily shared a look, Twilight's expression rather blissful.

"My turn?" Lily asked, pulling away. She stood up onto her knees, her fingers working at the hem of her jeans. The zipper slid down slowly, even as Twilight's eyes lingered on Lily's flat, toned stomach... At long last, the magi nodded, gnawing on her lip still. Lily pushed her panties down along with the jeans, kicking both of them off the edge of the bed. Seductively, she sunk down to her rear, her knees together as she watched Twilight struggle with her desire... "Like what you see?" She teased, smiling deviously...

"Very much..." Twilight whimpered. Lily glanced down the magi's bare body, to the spot inbetween her legs. Twilight's hand had not been idle in the absence of her love's... She played with herself shamelessly, watching the erotic display before her eyes.

"How much is very much?" Lily's voice was husky with seduction. It worked. Twilight groaned and stopped her gentle ministrations, rolling up onto her hands and knees.

"Enough to pin you down if I have to." Twilight growled, low and eager. She crawled across the bed towards the changeling, her eyes flashing with desire and lust. Lily didn't resist as Twilight pushed her down, using one hand to spread her knees apart. "Relax." Twilight urged, pulling one of Lily's thighs up over her shoulder. Lily had no choice but to oblige as the first hot breath against her crotch came with a teasing, quick lick.

"Oooh..." Lily laid back, her eyes closing so she could focus... Twilight's hot breath washed over her entire middle as the magi set to her task eagerly, her tongue sliding up and down Lily's dripping slit. Now it was Lily's turn to twist the sheets into her fists... The thought idly passed her mind that she was going to have to replace the sheets thanks to the wrinkles alone, not to mention what was bound to be spilled...

"AH!" Lily gasped as Twilight's lips pulled her clitoris inbetween her teeth, flicking it rapidly back and forth over the hard surface. She shuddered, her thighs jerking with the sudden convulsions. "T-twilight!" She whimpered, back arching underneath the magi's expert touch. "Th-that's... Ooh! AH!"

"Hmm..." That gentle vibration didn't just push Lily over the edge... It might as well have launched her into the void, a freefall into the abyss of pleasure.

Lily was almost thankful she didn't have a parachute.

"Ppbth!" Twilight sputtered as Lily released a stream of clear fluid, choking on the sudden invasion of her mouth. Not that Lily was even aware of what was happening... Her body was quivering as she came, jerking and shuddering underneath Twilight's expert touch. The flood of juice soaked into the sheets underneath her rear (and even a foot or two away) as Twilight watched the whole display. The purple-haired magi couldn't stop the descent of her hand at the erotic display...

"F-fuck..." Lily gasped as she recovered, her eyes blinking unevenly as she fought to comprehend the situation slowly piecing itself together around her... The large dark spot underneath her, the sound of Twilight's pleasure as she twisted and played with her own clit, the motions of her uncoordinated muscles.

"That long?" Twilight groaned, smiling down at her with a dripping mouth.

"S-since a few days before that night..." Lily admitted. She just hadn't felt it before then... Six months was a long time for anyone to go without release. Let alone someone with a libido like hers...

"It shows..."

"Shut up and kiss me." Lily pulled Twilight down, wrapping her legs and arm around the magi smoothly. Their lips met heatedly, kissing and undulating together. The taste of her own orgasm lingered on Lily's lips as she slowly rolled on top, Twilight stretched out underneath her. Lily pulled away, a thin stream of saliva connecting their mouths for a few moments. Smooth and easy, she spun around, pushing her head inbetween Twilight's readily-spread legs. Her hips hovered above Twilight's face, her shining slit still dripping a little...

Both women set in on one another eagerly, licking and kissing, teasing, nipping, and doing all they could to express six months of absence, sorrow, and desparation... Each simple motion felt amplified by about seven, and when Lily reached her next orgasm, Twilight didn't pull away... Whimpering and kissing her core still, Twilight came upon her next orgasm within moments. Lily licked through it, the juices covering her chin and face, even as Twilight shuddered and gasped.

"F-fuck..." Twilight's moan mirrored Lily's from earlier, only slightly more husky...

"Good?" Lily teased, sitting up. She looked down at Twilight's form underneath hers, the slight sheen of sweat on her taut skin.

"Very good..." Lily took a few moments to adjust, straddling Twilight the right way now. Saliva and feminine cum mixed as they kissed once more, tongues tangling and wrestling for a few moments. Twilight's hands raised slowly, pulling Lily down for a firm embrace. There wasn't a single inch of their bodies that wasn't neglected... Lily pressed as close as she possibly could, kissing with the suppressed emotions of six months spent without so much as a kiss from the woman she truly loved. When the kiss broke, though, it wasn't without a breathy proposal.

"Round two?"

"Hey." Twilight stepped up to Lily's side. Both women were nude after the intense session, though it had been over for about six hours. Lily nursed a cup of coffee with her hands, though she spared one to pull Twilight into a gentle hug.

"Couldn't sleep either?" She asked, smiling as she kissed Twilight's cheek. The magi shook her head and nuzzled into Lily's neck, leaning against her. In the dark pre-dawn, both women looked out over the grassy meadow towards the black ocean. Off to the east, the sun was just now turning the horizon from a midnight black to a deep purple, and overhead, the countless stars shined in their magnificent, dark glory... Luna had painted a truly beautiful night, despite...

"Worried about the war?" Twilight asked quietly. Lily nodded and set her coffee aside, holding Twilight closer.

"We're so far away from it all... But is it far ENOUGH?" Lily mused... She sighed and turned around on the porch, towards the north. "We've got miles of trackless forest, Appleoosa, and an army between us and them. But somehow, I just don't feel..." She shivered slightly. "Safe." Twilight pressed against her side, giving her a warm hug.

"Don't worry about it, Lily... I think if the past year or so together has taught us anything, it's that we can do extraordinary things... Things that no one had ever considered before." She sighed and found Lily's hand, squeezing their fingers together. "I love you, Lily. That is what really matters. That's all that matters, if Celestia's book has anything to say about this..." Lily sighed again and pulled Twilight close. Together, they turned back to the south, their eyes taking in everything...

The immense, dark ocean, almost indiscernible from the starry sky... The slightly redder tinge of the rising sun... The soft swishing of the long grass in the slight breeze... It all came together to paint a picture Lily hoped she would never grow tired of seeing. She squeezed Twilight's hand again, voicing one last doubt in her mind.

"Somehow..." She said softly. "I get the feeling this is just the beginning..."

Deluxe Treatment

---------- Original Content: Aloe and Lotus ----------

The following takes place during Chapter 2 of A Different Kind of Love, during Lily's visit to the spa where she encounters Rarity.

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

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

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

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

"Well, Sam, your dress was, and pardon my saying, but just atrocious. You just HAVE to come by my boutique... I love your fabric choice, but the fit was all wrong. We'll just have to re-fit it for you." She teased. Oh lord. Lily knew where this was going already. She wasn't going to get much relaxing done at all.

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

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

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

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

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

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

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

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

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

"Can never get to the fun parts with her around. And now, Miss Sunrunner. Would you care for our... Ahem... Deluxe package?" Lily cracked a wide smile and turned over, nodding just as Aloe's soft lips pressed to hers. Lotus' hands slid lower, pressing into her stomach and sides as she writhed underneath the two. Lips pressed to one, her hands dangling over the edge of the table, Lily resigned to the pleasure she knew was forthcoming. She was not disappointed.

"It seems you haff been storink a lot of tenshun down here." Aloe muttered, her fingers gently peeling Lily's flower apart. She shivered and spread her legs slightly, giving the talented woman access to her center. She couldn't reply, her lips now being forcefully invaded by Lotus' tongue. Just as Aloe began twitching her clitoris back and forth smoothly, Lily curled her hands into fists. Lotus slid a hand down her arm, gently pulling her fingers apart to wrap around them. She couldn't see what Lotus was up to down below, her eyes were busy clenching closed against the wonderful attention. But when she felt that first hot, lusty breath against her crotch, she knew what was coming next.

"Hmm... I wondur how you taste..." She muttered, her tongue flicking out for a quick, teasing flick. Lily twitched on the table, her stomach actually convulsing with the expert touch. She would have gasped if Lotus wasn't exploring her mouth eagerly, the slick tongue pulsing inside her lips like a writhing, sensual snake. When Lotus' mouth reluctantly left her own, it was only so she could devote it to Lily's heaving breasts. Her hands raised up to curl through the woman's straight hair, whimpering as she sucked and licked on her rock-solid nipples. Aloe, meanwhile, had been licking far more firmly than that first teasing touch. Her tongue slid into Lily, parting her walls with a surprisingly muscular touch. Lily had had rough licks before, but there was something more than brutish strength behind Aloe's tongue. It was... Finesse. She never forced her tongue inside, and never moved too fast to be painful. It was a smooth, firm waterfall of pleasure that cascaded and thundered through her senses. No pain, no stress, just simple, sweet relief.

When Lily climaxed the first time, it was like a sweet embrace, wrapping her arms around a lost lover with a soft sigh and a warm smile. It lasted for what felt like forever, reducing her to a shuddering ball of gooey paste that could just as soon ooze off the table and settle on the floor than lay there, chest still rising and falling rapidly. "F-fuck, that was good..." Lily groaned, not feeling fatigued or sore in the slightest. In fact, it felt like she could keep going. The two, thankfully, swapped positions. Aloe met Lily's lips in a sweet, slick kiss, the musky taste of her arousal punctuating the lip-locking embrace with a subtle hint of just how kinky and awesome this whole situation was. Lotus was just as talented as her counterpart, her tongue not quite as muscular but making up for it with quick, teasing prods to extremely sensitive areas inside Lily's pulsating womanhood. It was then she realized that Aloe was panting against her lips. Lily opened her eyes to see the most wonderous facial expression she ever could have expected from the foreigner.

"Hnn... Aah!" She whimpered, not kissing Lily any more, her lips hovering ever so slightly above Lily's own. Arcing an eyebrow, Lily glanced down the length of her body, and saw the cause of the panting, pleasured expression now painted on Aloe's face. Lotus was smoothly sliding two fingers into her, the shocking lack of underwear and a hiked skirt making Lily realize these two had almost been expecting to have some fun with her today. Indeed, the hot breath washing over her middle was coming a lot faster and warmer than it should have been. Since she didn't feel a single hand on her anywhere down there, she could only guess what Lotus was doing with the fingers that weren't currently buried inside of Aloe. Gently, Lily sat up, both women peeking at her with curious expressions.

"Perhaps..." She said softly, smiling with flushed cheeks at the two women before her. "We should all... You know... Disrobe? Move somewhere more comfortable?" In tandem, the twin spa technicians grinned and started stripping their dresses off. They were both slender and smooth-skinned all over, their skin creamy and pale. Where Lotus boasted a larger bust, Aloe was perhaps more toned. Both were equally attractive, and the glistening sheen of wetness on their thighs betrayed the nature of the arousing situation. They made their way to a nearby tub that was sunken into the floor, big enough to hold a dozen people, and more than large enough for some fun times. The surface of the water steamed and roiled with jets, and Lily began to get very naughty ideas with what could be done with those streams of water. All three descended into the tub at the same time, looping arms around waists and kissing, groping, suckling...

Gently, Lily slid her hand down Lotus' front, probing the wet spot inbetween her legs with a gentle touch. In the water, her flesh seemed even more soft and eager, pulsing around her fingertip as she prodded the entrance experimentally. Her other hand, though, was busy rotating Aloe's nipple slowly. The reaction she got was marvelous. Aloe nearly fell into the water, her mouth hanging open as she whimpered pleasurably. Lotus grinned at the spectacle.

"Please..." Aloe whimpered, her legs shaking in the water. "I... I'm vurry... Sensitif there..." Her face scrunched up and Lily could have sworn the slender woman was gushing down below. Given they were waist-high in hot water, she couldn't tell for sure. Smiling, Lily pulled away from both women, sitting on the floor at the edge of the tub. She spread her legs and beckoned Lotus closer, while looking Aloe up and down pointedly.

"It's about time I returned the favor. Come here, I want to taste both of you." Grinning ear-to-ear, Aloe walked up the underwater bench and onto the floor, spreading her legs as she straddled Lily's shoulders. Lotus sank to her knees in the water, pushing her face inbetween Lily's legs. A remarkable line of licking and suckling ensued, all three women busying themselves pleasuring one another. Aloe's hands ran through Lily's sandy blonde hair, urging her tongue deeper inside the pulsing, smooth walls, all the while Lily fought to keep from climaxing under the careful, quick tongue of Lotus. Surprisingly enough, Lotus was the first to give in, her fingers obviously making short work under the roiling surface of the hot water. Aloe was next, her lips secreting a fair amount of clear, tasteless liquid that Lily lapped up eagerly.

They weren't done quite yet, though. Lily reached a hand up and slid a single finger into Aloe's pulsing center, smiling as she felt the walls tense and flex around there. She raised a hand smoothly up to Aloe's sensitive nipple once more, teasing and rotating the hard nub of flesh. The poor girl began quaking atop her, shivering and panting. Lily added a second finger to the first, smoothly pushing them both in and out while she toyed with the girl's nipple. She felt two fingers slide into her own hole, the digits curling smoothly against her hot center. She risked a glance at Lotus, who seemed to be enjoying herself in the hot water still. Aloe, on the other hand, had to pull away. She gasped and padded away, her entire body shaking. Lily arched an eyebrow questioningly.

"I-I tolt you... I'm vurry... Sensitif there..." Lily smiled wide and beckoned her close once more. Lotus, too, stood up out of the water, smoothly moving to straddle Lily's lap. Together, the two women pushed Lily onto her back, her legs dangling over the edge of the tub into the water. "Just relax, und let us take care of you." Aloe whispered softly, and Lily had to admit she wasn't entirely opposed to the feeling of the two women pushing her down, taking advantage. She groaned and lay back on the smooth tile, stretching her arms over her head with a soft smile.

"Aloe..." Lotus whimpered to her partner, still straddling a prone Lily. "Go get the oil. I think Samantha needs a massage." Lily arced another eyebrow, looking up as Aloe padded away. Her slender, whip-tight body padded away smoothly, glistening from the water, so graceful and sultry. She returned with a bottle, which she proceeded to open and pour the contents of all over Lily's prone body. She shivered at the first touch, but groaned when the oil slowly began to warm. Lotus began spreading the oil everywhere, and Lily was surprised when it really was EVERY where. "Relax." Lotus urged, sliding a finger into Lily's rear. "For this to work, we need to cover you as completely as we can."

"Aah! Hey!" Lily began to protest, but Aloe's hands pushed her down, spreading the oil all over her upper body now. She struggled for a moment, but then the oil, or whatever it was, began to kick in. The tingling, warm sensation began at her stomach, traveled through her legs, up into her chest. It permeated her entire body, making her breathe faster, heavier... Whatever it was, it felt incredible. The oil began to absorb into her skin, leaving behind a shining, healthy glow. The tingling persisted, but not the type of nerve-dead tingling that made her uncomfortable. It was like the aftermath of a very intense orgasm. Which, if Lotus' attentions were being directed towards anything, was forthcoming. Aloe smiled and straddled her face, a clean, dripping slit hovering just barely above Lily's lips. Of course she was going to accept that offer.

"Ooh..." Aloe groaned. Then the oddest thing happened. Lily felt a pair of lips wrap around her nipple. But there was another pair brushing against the inside of her thigh, dangerously close to her own heated womanhood. The ones downstairs were Lotus'... There was no way... She pulled away for a breath, glancing down her body. Sure enough, Aloe's mouth was wrapped around her nipple, sucking the hard flesh eagerly. The woman was bent at an impossible angle, her arms behind her back as she was a mere six inches from being able to lick her own center. Which Lily was doing. The sensation was singularly incredible, having a delicious slit to pay attention to, having her own pleased rather expertly... She was going to have to leave a tip.

"Mff." Lotus was apparently busy pleasing herself while licking away at Lily's pulsing center. Apparently she really enjoyed fingers. It was at that moment Lily realized she hadn't had a taste of Lotus yet... Still, more important things to focus on. Like Aloe's flexibility and how it was slowly pushing her closer and closer to yet another orgasm. The oil both enhanced every sensation and dulled it at the same time. Pleasure came in to her body sharper, but the cold floor on her back wasn't as uncomfortable, the tiredness in her muscles wasn't an issue, everything just felt... Fuzzy... The lines blurred into her next orgasm, she just sort of... Built into it. The sensation washed over her smoothly, not jolting her senses and making her tense. It was an experience she was not likely to forget. Aloe released her nipple with a smack and a fair amount of saliva, straightening her back with a warm smile.

"Vos it guut?" She asked, wiping her chin. Lily could only manage a weak nod, still coming down from the intense, marginally fading peak. "Look at her," Aloe cooed, cupping Lily's cheek gently. "I think ve vore her out, Lotus." Her counterpart smiled and licked her fingers clean, tasting her own juices as she gently slid up Lily's body.

"I'm glad you enjoyed it, Samantha. I trust we'll be seeing more of you?" Energized, warm, and quite frankly, happy, Lily sat up and stretched, feeling so relaxed and fulfilled... Every muscle in her body sang in perfect harmony, felt loose and relaxed. It made her feel like she could run forever, never tire... Smiling warmly, she pulled Lotus close for a hot kiss, full of tongue and muffled whimpers. Aloe ran her hands up and down the pair's back, smiling as it was her turn to recieve a kiss. Finished with them both, Lily finally stood.

"I think you'll be seeing me again in the near future." Lily muttered, her head clear of the fog leftover from the intense week of work that had preceded this particular incident. She felt happy, ready to tackle anything. Even the talkative fashionista. "Are we finished?" Lotus sighed and nodded, looking around the spa area.

"Afraid so. We do have other appointments, though I can gaurantee, none will be as exciting as this one. A good way to start the day." She and Aloe shared a smile as they fetched their dresses, and Lily was guided back to the locker room so she could change. Her skin felt smooth and rejuvenated, her muscles relaxed and re energized. This had been exactly what she had needed. Just as soon as she left, another couple of women slipped into the locker room behind her, led by a bouncing Aloe. Lotus beckoned her over to the front desk of the reception area, but only for another passionate kiss and a wink.

"Feel free to schedule an appointment anytime, Samantha. Aloe and I are excited to... Ahem... Service you again." Lily shot her a sly wink and a bright smile before skipping out of the door, into the warm sunlight of a bright ponyville morning. It was going to be a fantastic day, week, and indeed, month, provided she could return for another session like that sometime soon. Spreading her wings for the first time since she had arrived, Lily realized they, too, felt rather rejuvenated and strong. She flapped them a few times, lifting her feet off the ground a few inches before setting back down with a happy smile. She bounced the rest of the way back home, her thoughts filled with the memories of the recent foray with the two spa technicians.

She would most definitely be visiting them again soon.

--------------------- Notes from the Author ---------------------

Okay, so... Admittedly, not my best work. The first half of this chapter was copy/pasted from chapter 2 of A Different Kind of Love, and the rest is all mindless clop. I fear to see how short this chapter is, though to make up for it, I plan on making at least one more chapter tonight. The night is young, with much possiblity for another chapter. In addition, since finishing A Different Kind of Love, this is the first original content I've put out for a while now. Aside from Rainwater Martini. But that isn't clop. So I digress. Look forward to more chapter like these interpsersed with the requests. From here out, I plan on releasing an original chapter for every 3-5 requests I write.

As always, thank you all for the love and support. I'm sorry I haven't released anything for a while, just been down in this funk. I'm slowly emerging, however. Look forward to some more content from me in the next week. On a slightly related note, the new Ghost Recon launched today. Say goodbye to my freetime at home for... Ever. I will still write, edit, and release things when I'm at work, which will be every Tuesday-Saturday from here out, but all my time at home will almost certainly be spent burning myself out on what is probably the best game of the year. This may result in some grammatical errors, as the word processing program on the computer here at work doesn't alert me of my own stupidity when typing these chapters up. I apologize in advance.

This is, to date, my shortest chapter. Ever. However, compared to what it was, I think it is... Satisfactory.

Test Drive/Punishment

-------------------------- Original Chapter: Lily, Twilight, and Celestia round 1 --------------------------

The following takes place immediately at the end of "Public Disgrace," and is meant to be a follow-up on the implied sex that took place.

Lily ran into Maggie in the hall. "Everything ready?" She asked.

"The truck just showed up and started unloading. She'll be around later tonight to make sure everything is okay." Maggie said tiredly. They had been coordinating a transfer of sorts.

"Really? Because I heard she was accompanying her shipment herself."

"What? Really?" Maggie turned around to look at her.

"I'll go check." Lily said with a smile, padding down into the basement. She followed several twisting, turning hallways, finally pushing through a door at the end of a long hall. Twilight Sparkle and Celestia both looked up as Lily slipped in, locking the door behind her.

"Right then." Lily stripped her shirt off, smiling at both of them. "Shall we?"

"Thank you, Lily... I never would have been able to re-locate here if not for you and-" Lily unceremoniously cut the princess off with a look.

"Celestia." She said softly. "You're here to make sure your shipment arrived safely, and everything is in working order." Lily glanced at Twilight, who was pointedly staring at the pair of bared breasts before her. "So tell me how you intend on accomplishing this. Need I remind you, this IS a place of business." She punctuated the word with a wicked grin, Twilight's eyes raising to her own with an embarrassed flush.

"My, my... So much for pleasantries. Well then, after all that business with the press, I'm feeling awfully stressed..." The princess began undoing buttons on her front of her blouse, slowly undressing before Lily and Twilight. As her shirt opened, revealing a stark white lacy bra, she smiled at the two women before her. "I would be much obliged, Lily, if you would be so kind as to... Well, for lack of a better word... Rape my studend and myself." She popped the clasp on her bra, expertly drawing the fabric down her arms to expose a truly beautiful rack. Lily groaned and squirmed her hips slightly, feeling aroused at the delightful sight. Twilight was clearly uncomfortable, squirming her thighs together as she glanced between both women.

"I... I've never..." She whimpered softly.

"Never what?" Lily asked pointedly, taking a step forward. Celestia mirrored her, smiling as they advanced upon Twilight.

"I haven't... Ever seen the princess be on the recieving end... She's always been the one to take over me..." Twilight raised a hand to her chest, breathing fast and heavy.

"Well then, my faithful student." Celestia closed the distance between the two of them, raising a hand to her cheek. "You get to see Lily rape me. Does that excite you?" Twilight nodded vigorously, obviously knowing better than to leave the princess hanging on a question. "Are you aroused, Twilight?" Another nod, this one punctuated by a soft whimper. Lily smoothly stepped behind the princess. "Does the thought of seeing your mistress being pleased by someone else make you wet?"

"Y-yes, mistress..." She panted, squirming even more.

"Tell me how wet you are." Lily slid her hands over the princess' sides, caressing her stomach with flat hands.

"I-I'm a wet little whore..." Twilight whimpered. Apparently, she and Celestia had a routine laid out. Lily was throwing a wrench into things, making Twilight watch her hands explore what she could only guess was previously-forbidden territory for the submissive student.

"I'm sure you are... Show me, Twilight. Show me how wet you are." Celestia panted. The way she quivered under her hands, Lily could only guess Celestia had quite a bit of pent-up stress. She leaned backwards into Lily, giving her more room to work with. Twilight began to obediently remove her clothes, her hands shaking slighlty as her eyes watched Lily explore the parts of Celestia she had apparently never touched. Stomach, sides, shoulders, neck... These were all areas a slave didn't touch a master. Celestia made it that much worse by groaning into Lily's hands, writhing under the firm and eager touch.

"Good girl," Celestia teased, watching Twilight step out of her panties. "Show me... Show me how wet this makes you." Lily watched Twilight slide two fingers down into her crotch, rubbing them up and down before pulling the glistening digits away with a rather bright blush. Celestia groaned and smiled, swaying her hips back and forth. Lily caressed her sides, teasing the underside of the princess' healthy bust. "Look at that..." Celestia groaned. "You're dripping from the mere sight of Lily caressing me. What are you going to do when she gets to work, hmm?" Twilight was visibly quivering as Lily's hands began to slowly inch further onto the skin of Celestia's breast.

"I... I-I could... Nn... Touch myself..." Celestia grinned and leaned further back, pushing her chest out for Lily.

"Could you, really? Did your mistress give you permission to touch yourself? Hmm?" Lily intervened then, her fingers closing on Celestia's nipple in a firm pinch. Celestia gasped, her eyes wide as she quivered.

"Did I give you permission to talk to Twilight in such a way?" Twilight dripped wetness at the sight. Her eyes were just as wide as Celestia's.

"N-no..."

"No, WHAT?" Lily twisted the nipple slighlty. Celestia cried out and shook against Lily.

"No, mistress!"

"That's what I thought... As far as I'm concerned, you've given me permission to do whatever I please to both of you. Therefore, both of you are on the same level. In fact, why don't we make that apparent. On your knees. Both of you." Twilight obediently fell to her knees, hitting the floor with an audible thump. Celestia followed a little slower, not quite falling to her knees as much as sinking to them. She looked up at Lily, who was now standing over both the kneeling women.

"Lily, I..."

"Shh." Lily silenced Twilight before she could speak. "I've taken over Celestia before. She knows how this is going to work. The princess is going to hold back for me, isn't she?" Lily grinned down at Celestia, who, in light of the current situation, managed a soft nod. Lily grinned and leaned over to grasp her breast again. "Come over here, Twilight." The magi obeyed, crawling across the floor until she knelt in front of Celestia. "Look at your princess while I go prepare. You two are not to touch each other, yourselves, or anything else. Keep your hands at your sides, and look. JUST look..." Lily slipped away with a smile, leaving the two women in that position. Both on their knees, Celestia with her chest bared and Twilight naked as the day she was born, eyes roving as they looked at eachother. Lily made a show of pulling out each device from the trunks and boxes that had been recently unloaded.

"Ooh, what is this? Yes, we'll be using this, I'm sure... Hmm... Lubrication. Oh my, look at the size of this strapon! Hrm, I need rope... Is it in here? Aah, there we go... My, quite a bit of it..." She carried on as such, her voice loud enough for the two crouched women to hear her carry on about all the things she was fishing from the box. It had to have been torture. Delightful, wet, wonderful torture. Lily finally approached the two women, wearing a strapon, carrying four lengths of coiled rope, a bottle of lubrication, and a riding crop. She was nude at last, her crotch only barely covered by the tight leather harness that gave the strapon it's base. Celestia and Twilight both looked at her, eyes wide.

"Hands behind your back." Lily tossed two lengths of rope down in front of Twilight, the other two uncoilining in front of Celestia's face. She obliged, swallowing visibly.

"What are you-"

"Shut up." She only had a moment's hesitation scolding the princess of Equestria in such a way. Celestia obliged, swallowing once more. Hands behind her back, Celestia was quickly bound so her hands couldn't move. Though, with the way she had seen the princess raise the sun just the other day, she doubted the all-powerful ruler would have any difficult breaking her bonds. Still, the image was sexy as Lily used the remaining length of rope to bind her chest. Breasts separated and lifted, Celestia's chest was criss-crossed with rope, the pattern over her flawless skin arousing and dominating at the same time. Lily grinned down at her before setting in on Twilight in much the same fashion. Twilight didn't struggle, didn't suddenly throw Lily off, just let her do as she pleased... Apparently even those with power needed to relax now and then, let someone else take the wheel and drive.

"Lily, I don't feel-"

"Suck it." Lily bekconed both women closer, standing between them. Celestia watched Twilight obediently advance, waddling in her knees.

"Lily, are you trying to accomplish something with this?" Celestia asked. The look she got from the dominant changeling made her lips close. Lily beckoned her closer, Twilight's face already obediently hovering in front of the erect dildo she had strapped to her front. Slowly, Celestia waddled forward, her skirt bunched up around her knees. Once they were close enough, Lily laid a hand on both of their heads, slowly pulling them together so their mouths met on either side of the thick pink shaft. Watching the two pairs of lips press to her fake penis, Lily smiled.

"I said, suck. It." She pulled their mouths closer. Twilight opened her lips obediently, and Celestia followed soon after. Together, the two women met with their lips, the thick shaft pressed into their mouths from inbetween the unnatural kiss. The hot breath and the blush she got from the two of them was nothing short of completely arousing. Lily felt a single droplet of wetness slide down her thigh as she watched the two work their lips and teeth into the pink shaft. "Use your tongue. And if you kiss, that will only please your mistress." She smiled as they obeyed, tongues quickly spilling out of their mouths as they licked and kissed the shaft. Lily felt the pressure push and pull at her center, the tight leather snugging against her crotch wonderfully.

"Hmmf... Hhah..." Twilight and Celestia both made similar noises as they continued licking and kissing, their mouths open wide against the shaft.

"Good job, girls..." Lily praised them, stroking Twilight's purple hair, Celestia's luxurious fall of ephemeral, constantly-shifting strands. "Keep kissing like that... Here, why don't you work on the tip for a while?" She teased, pulling back until the two open mouths were working against the tip of the fake phallus. They licked and kissed, joined saliva sliding down the pink plastic until it was dripping down to the carpet. Lily pulled away now and then, leaving the two with just thier mouths pressed together. They finally caught on, kissing passionately in those moments before Lily gently urged their mouths back onto the strapon. Lily was seriously enjoying this too much. Finally, Lily pulled away, letting the two kiss while she picked up the neglected length of rope. She set about to binding Twilight, using the exact same pattern she had on Celestia. Each knot she drew tight, each length of rope laid over flesh made Twilight groan and whimper into Celestia's lips. She was visibly dripping wetness onto the carpet.

"Look at that..." Lily teased, making both women draw their gaze down to the dark spots underenath Twilight's crotch. "Just kissing your mistress has got you reduced to a whimpering puddle of juice. How about a taste, girls?" Lily sank to her knees behind Twilight, rubbing the strapon over Twilight's dripping slit. Celestia couldn't help but smile at the pleasured expression Twilight had at the pleasure. Saliva and arousal mixed evenly on the surface of the pink strapon, Lily stood back up and resumed letting the two women suck and lick her fake penis. It was a completely different type of licking this time around. Celestia seemed to take to it eagerly, almost ravenously. Twilight as well. The two women attacked the strapon, moving from base to tip with long, even, licking strokes. If Lily had been shifted into a male, this would have been almost too much to handle. Even now, her arousal nearly poured down her thighs, making her cheeks flush at the sight of both women attacking and sucking eagerly. To her surprise, Celestia moved up to the tip, opened wide and shoved her mouth down along the shaft as far as she could manage. Twilight resigned herself to the remainder, her tongue curling around to slurp noisily.

"Are you hungry, Celestia?" Lily groaned, feeling the hungry mouth put pressure directly on her own clitoris. "Would you like some more? Here, let me help." Releasing Twilight's hair, she dug both hands into Celestia's and shoved another inch in. The gag she got was phenomenal. Celestia's eyes snapped open as the strapon was forced into her throat, and another inch, and another after that. Soon enough, her lips were quivering around the base, the entire shaft buried deep in her mouth.

"Gack!" She choked, spraying saliva onto Lily's thighs, a long strand of it dripping onto the floor. Smoothly, Lily pulled out, watching the princess gag and pant.

"Good. Let's see if Twilight is as hungry as you are." She adjusted, grabbing Twilight's head now. The student quickly opened her lips, taking in the shaft. She didn't go as far as Celestia had, so Lily had to help her the rest of the way. Soon enough, even Twilight was choking on the shaft.

"Urk! Kaack!" She flexed and gagged, making Lily pull out with a spray of spit.

"Very good job, both of you. There's one problem with this, though..." She grinned down at both of them, Celestia's cheeks flushed, Twilight's mouth still oozing spit... "Celestia isn't naked yet." Lily smoothly padded to the nearby bed, plopped down on the edge, facing the two of them. "Celestia, on your back." She blinked, but slowly went to obey, clumsily falling onto her side before rolling over onto her back. "Lift your hips up into the air. Like that, good..." Feet planted, Celestia arched her back until her hips were raised. "Now Twilight, I want you to take the princess' skirt and panties off. No magic, no hands, only your mouth." Lily grinned and leaned back, sliding her hands under the hem of the leather harness, caressing her aroused womanhood. "Get to it." Both women's eyes were wide. Lily just grinned and pointedly rubbed herself, waiting for them to begin.

"C-celestia..." Twilight panted.

"Mistress." She corrected.

"Slave." Lily intervened, her tone firm.

"Y-yes..." Celestia murmered, her hips still in midair. "Hurry up, s-twilight..." Celestia corrected herself, cheeks flushing brighter. Twilight unceremoniously advanced towards the princess, working her lips in a circle to try and warm up. Slowly, she bent over, her teeth bared as she tried to hook the hem of the skirt. Celestia gave out under the pressure, falling to her ass with an audible thump.

"Get up." Lily commanded, sliding two fingers over herself smoothly. Celestia raised her hips again, and Twilight tried to hook the edge once again. This time she succeeded, giving the fabric a gentle pull until Celestia's white panties were revealed. She pulled until she couldn't anymore, the fabric hung up on the princess' full hips. She adjusted, grabbing a mouthfull of fabric and pulling away. The way both women had their hands bounds behind their backs, this task was immensely difficult. Though watching Twilight's ass sway back and forth as she worked at pulling Celestia's skirt off, it was very difficult to avoid falling to her knees behind the student and taking her while she worked. Lily worked her fingers inside, probing her wet walls with a low groan as Twilight began making more progress on removing the skirt.

"Haah..." She was dripping still, the carpt darkening further underneath her crotch. Lily watched Twilight's mouth leave shining trails of saliva on Celestia's skin, who was having difficulty keeping her hips raised whenever Twilight's teeth scraped over her flesh. Finally, Twilight managed to get the skirt past Celestia's hips, pulling it down over her bent knees, the fabric bunching up around her ankles.

"Kick it away, Celestia." Lily said, her voice breathy as her fingers pulsed and wriggled within her wet hole. Celestia smoothly lifted her feet out, hooking the fabric and kicking it away to the other side of the room. "Good. Twilight, you still have something left to take off. And this time..." Lily grinned, pulling her fingers out to suck the juices off with a soft groan. "No teeth. You can only use your tongue." She stood, the pink strapon bobbing as she walked in a slow circle aroudn the women, smiling down at Celestia's flushed, eager expression. "Don't worry, Twi. I'll help you out." She slowly lowered to her knees, smiling as Twilight leaned in to lay her tongue flat on Celestia's hip. The princess gasped and shivered visibly, and Lily mirrored the action on her other side. Together, the two women licked long and hard, forcing their tongues underneath the hem of Celestia's panties. The princess was having a VERY difficult time keeping her hips raised. Lily helped by swatting her rear, making her gasp and buck thos magnificent hips upwards into Twilight's mouth. Skin glistening with saliva, Celestia's panties finally made their way down her thighs, over her knees, and onto the floor. Lily smiled and stood once more as Twilight righted herself, chin dripping with spit.

"Kick them off, now... And stay like that. Spread your legs. There you go. Twilight, I want you to straddle the princess' face." Obediently, Twilight waddled her way over to Celestia's head, carefully using her knees to push Celestia's hair out of the way before settling with her dripping hole directly over Celestia's mouth. The way Celestia was positioned, though, she was a good six inches from being able to lick, touch, or do anything. She could only look up at her student's very obvious arousal. Lily took her place between Celestia's spread legs, smiling at Twilight.

"I..." Twilight groaned. "Are you going to..." Lily grasped the strapon, rubbing the head over Celestia's glistening vagina.

"Fuck the princess while you watch? Oh my, dear Twilight, yes indeed. And you are going to watch every moment. Understood?" Lily pulsed her hips, poking the wide head into Celestia's steadily-wettening hole. She never slid in, just giving the wet entrance teasing strokes, coaxing the princess into even more wetness. "Do me a favor, and if you feel yourself drip any more, wiggle your hips a little. By the time I'm done, I want Celestia's face covered in your juices. It'll feel good, no? Dripping helplessly while the princess gets to see how aroused you are, feeling your juices land on her face as you watch your mistress get abused?" Celestia's chest heaved, and she gushed a fair amount of liquid arousal onto the head of the strapon.

"Y-yes..." Twilight whimpered. Lily watched the first drop fall onto Celestia's clenched lips, and her tongue quickly darted out to lick it up. Lily grinned and slowly pushed in. Without much effort at all, the shaft glided into Celestia's opening, filling the princess with it's formidable girth, making her gasp. Just as her mouth opened to take a breath, Twilight dripped again, and this time she shivered. Twilight, meanwhile, had to blink to remind herself to blink. Lily pushed another inch in, and she quivered. A third inch, and Twilight's mouth opened in a panting gesture. Smoothly, Lily guided the rest in, settling the base into Celestia's hole with a wet squelch. Celestia gasped out loud, and a thin stream of arousal dripped onto her cheeks. Twilight was swaying her hips obediently, and if the liquid were yellow, Lily would have sworn she was peeing herself. Instead, this liquid was clear, somewhat sticky, and if Celestia's tongue had anything to say about it, rather delicious.

"Here we go, Twilight..." Lily moaned, moving her hips back and forth just a little. "I'm going to get to work. Are you ready?"

"Hmm..."

"Twilight." Lily lifted her chin, forcing her eyes away from Celestia's trembling pussy. "Are you ready to watch me do what you never could? Watch me take Celestia, to make her mine?" A flash of anger that quickly cooled into submissive pleasure flashed through her eyes, and she nodded weakly.

"Y-yes, Mistress... Please... Please, may I watch?"

"For asking so nicely, yes you may. And make sure to cover her face, okay, dear?" Lily let her eyes sink back down to the two crotches, one pink strapon bridging the gap between princess and changeling. Smoothly, Lily began to slide in and out, her hands grasping Celestia's sides. Twilight reacted by spilling more juice, Celestia was slowly getting covered. Thrusting hard, deep, and fast, Lily settled into a furious pace. Each time she drove in, her hips slapped against Celestia's thighs, eliciting a wet slap that seemed to set Twilight on edge. Lily felt wetness from her own arousal slide down her thighs, to her knees, and into the carpet. Celestia herself was dripping wet now, all three women emitting an impressive amount of liquid.

"M-mistress..." Lily looked up from her thrusting, having gotten lost in the pleasure of driving nice and deep into Celestia. "Aahn! Mistress!" It was Celestia panting loudly, her shoulders writhing on the floor. "I'm... May I cum?!" She asked, fighting to hold back. Her face was so cute when she pleaded.

"If you fall, I'm going to be very angry." Lily growled, pumping her hips relentlessly. Celestia gave out, her mouth opening in a cry of pleasure as she collapsed, her twitching legs kicking out as her hips hit the floor with an audible thump. Lily felt the strapon slide out with a wet sound, flicking wetness all over the two women in front of her. The shining drops landed on Celestia's stomach, Twilight's stomach, even as high as the underside of Twilight's breasts. Quivering in the throes of orgasm, Celestia cried out and writhed, her legs twitching as she came onto the floor, oozing and spurting thin streams of naughty-smelling liquid. Giving a soft sigh, Lily stood up and padded over to the remaining two pieces of rope, gently untying them.

"I thought I told you..." She tossed the end of one up over the rafters overhead, which were exposed for such instances that victims needed to be suspended. "Not to fall." Pulling the rope down, she began looping it around Celestia's waist. The other end went to Celestia's ankles after draping over another rafter, keeping her legs spread apart. Lily tugged on the rope until Celestia's hips lifted into the air, almost to the same spot they had been. Her weight was now held solely on her shoulders and the rope binding her hips and feet. Legs spread wide, the princess couldn't do a thing to help herself. She was still poised beneath a dripping Twilight, but now it wasn't her own strength holding her up. Lily uncoiled the last bit of rope and tossed it over a third rafter, this one closer to Twilight and Celestia's bound chest.

"When I lift you up, Celestia..." Lily said, tying the loose end of the last rope around the portion that was looped around Celestia's shoulders. "You are to lick Twilight with all your might. Do I make myself clear?"

"Uuhn..."

"I SAID..." Lily swatted Celestia's breasts with a bare palm, making a loud smacking noise and getting a firm gasp. "Do I make myself clear?"

"Y-yes mistress..." Celestia panted.

"What did I say?"

"You said... When you lift me up, I'm supposed to lick Twilight..."

"And who is Twilight?"

"She's the one above me right now-" *THWACK* "AAHN!"

"WHO is Twilight to you?"

"M-my student!" Celestia cried, tears forming in her eyes. *SMACK*

"WHO IS SHE?!"

"MY SLAVE!" Celestia nearly screamed, and at that moment, Lily yanked the rope, lifting Celestia from the floor so her open mouth pressed into Twilight's dripping twat. Twilight's eyes went wide as Celestia obediently began licking her neglected pussy. Moaning and shivering, Twilight shivered as Celestia's tongue went to work on her. Lily settled inbetween Celestia's raised legs, pushing the strapon back into the princess' wet hole. This made her groan, which vibrated Twilight's clitoris, which made Twilight shiver and groan.

"How does it taste?" Lily asked, letting slack into the rope she had in her hand. Celestia's mouth was lowered enough that she couldn't lick Twilight anymore.

"Mff! Delicious, mistress!" Celestia gasped, licking her lips while Lily kept thrusting.

"Do you like the taste of your little sex slave?"

"Yes, please, can I lick her some more?!" Celestia pleaded, her neck craning forward, trying so hard to press her hungry lips back into Twilight's dripping cunt.

"Since you asked so nicely..." Lily pulled the rope, lifting Celestia upwards.

"AAH! Mistress, I'm cumming!" Twilight panted, shivering. Lily dropped the rope with a grin, Celestia falling away with a heady pant, her chin glistening with juice. Twilight whimpered and sagged, nearly falling forward. Lily pushed her upright with a free hand, still thrusting into Celestia's center smoothly.

"Not until I say so." Lily smiled and kept thrusting, which made Celesita whimper.

"M-mistress... Please..." She panted.

"Please what?"

"Please, let me lick her... I want to... I want to taste my slave while I cum..."

"My, my, my..." Lily smiled, raising the rope six inches, almost close enough that Celestia could lick Twilight again. "That's an awfully big request. What's in it for me, my dear slaves? Hmm?" Lily kept thrusting, bringing Celestia ever closer. Celestia and Twilight answered at the same time.

"ANYTHING!" Their pained cries were too much to resist. With a sumg gring, Lily lifted Celestia up the last three inches, drove in harder. Twilight cried out, the spattering of her juices falling to the carpet audible even to Lily. Celestia groaned and moaned, caught between crying out and licking Twilight, a haflway mix as she began gushing herself. The two bound women quivered and cried out, shivering and whimpering as they both came at the same time. Lily watched the alluring display with a grin, letting both women finish before lowering Celestia, pulling the strapon out.

"Twilight, go lay down." Lily said, watching Twilight obediently crawl away from Celestia so she was in an open area of the floor before she stretched aching legs out, laying flat on her stomach. Lily untied Celestia's bonds, sinking her hips to the floor and untying the rope she had used to lift the princess. Fully back under control of gravity, Celestia sighed and lay there, panting and dripping still. Lily slid out of the strapon, leaving the toy on the carpet as she padded over to the bed. Free of the sticky leather harness, she spread her legs, exposing a pure, pink, dripping hole.

"The way I see it," She teased. "You two owe me at least one orgasm apiece. Twilight, let's begin with you. Celestia, this time you get to watch your slave pleasure someone other than yourself." She grinned wickedly as Twilight began to crawl her way over. "Does that arouse you?" Twilight finally made her way over, raising up until her head was inbetween Lily's legs. Celestia watched, her thighs squirming together slightly.

"Y-yes, mistress..." She said softly. From where she was, she could see Twilight's ass, her thighs still slick with release, as she bent over to lick Lily. The changeling felt Twilight's tongue press against her petals, parting them to tease a little deeper. After being teased by the pressure from the strapon for so long, it felt good to get some actual pleasure flowing through her. Lily groaned and opened wide, her feet planting on the posts for the bed as Twilight set into her earnestly. Celestia could only watch as Twilight's head bobbed up and down, side to side, her hips swaying slightly as she licked Lily as best she could.

"Good girl," Lily cooed, raising a hand to massage her breast. This, too Celestia could only watch, Lily writhing in pleasure as both her hands began massaging her breasts, pinching her nipples gently. "Keep going... So very close now... Nnh... Aah!" Lily bucked her hips slighlty, drawing Twilight's hungry mouth closer to her dripping lips. Squirming softly, Lily felt Twilight bring her closer and closer to orgasm. Not that it wasn't that hard, she felt pretty damn riled up already. Celestia was getting aroused again. Lily could tell by the way she rubbed her thighs together. She smiled down at the princess, tied up and unable to do a thing about it. Lily shivered as Twilight sucked on her clit, flicking the sensitive nub over her teeth expertly.

"Mff..." She groaned, sending vibrations through her hips. Lily bucked her center once more, filling Twilight's face with flesh as she peaked.

"Aahnn!" Lily gave in, feeling herself let loose a torrent of juice into Twilight's mouth. Groaning and panting, Lily firmly squeezed both breasts, dribbling cum into the hungry mouth of Celestia's star pupil. Shaking, panting, and blushing, Lily smiled down as Twilight pulled away with a glistening, cum-flecked face.

"Go show your mistress." Lily patted her cheek, turning Twilight around to face Celestia. "Give her a kiss. Let her taste another master's juices on your lips." Twilight obeyed, crawling over to Celestia slowly. She leaned over, kissed the princess, both of them groaning at the taste filling their mouths. "Does it taste good, Celestia?" Lily asked teasingly, watching their tongues twine together. "You can taste your slave and your mistress together. Doesn't it feel good? Does it make you warm, right here?" Lily walked forward to rest her fingers on Celestia's crotch, teasing the princess with a soft prod. She got a moan in return, muffled by Twilight's insistent tongue. "Ooh, look at that... I guess it does..." Lily smiled and stood once more, swaying her hips as she returned to the bed.

"Celestia, I think it's your turn. You owe me an orgasm now, so get over here." Twilight pulled away, crawling out of the way as Celestia slowly began getting to her knees. She waddled over to Lily, a look of pained submission and pleaurable denial plastered on her face. "Come now, lick it." Lily said, spreading her lips apart with one hand, the other sliding around to the back of Celestia's neck through her luxurious hair. She drew the princess closer, forcing her lips tight to Lily's pulsing walls. A different sort of pleasure than the eager Twilight, making Celestia lick her was forced, rough, and rather delightful. She pulled tight, forcing her teeth to grind against Lily's clit, her hungry tongue pulsing deep into the changeling's pulsing walls. Shivering and moaning, Lily felt the pleasure start in earnest, quickly picking up ater her recent orgasm. Twilight watched, still on her knees. Lily wasn't about to leave her wanting.

"On your feet, Twilight." She panted, still holding Celestia against her. Twilight rose obediently, her legs shaking only slightly. "Get on the bed, here next to me..." She obeyed, smoothly slipping up onto the bed next to Lily while she was getting eaten out by a halfway reluctant halfway eager princess. "Kiss me. I need something to keep my mouth busy." She groaned. Twilight smiled and quickly leaned in, kissing Lily eagerly. She could still taste herself on the lusty magi's lips, the slick feeling of her tongue punctuating the cunningulis well enough. Lily used her free hand to rub Twilight's nethers gently, adding several breathy moans to the wet kiss the two were sharing. Rubbing and twitching, Lily felt Twilight grind her hips downward, hungry for more of Lily's touch. She wasn't one to deny the student, sliding fingers in and wiggling them back and forth.

"M-mistress..." Twilight whimpered softly. "I'm... Very close again..."

"Oh? Already? You can't cum until I do, alright?" Lily returned, letting Celestia pull away for a gasping breath. Celestia swallowed and looked up at Lily fingering her student, smiling down at her. "Get back to it, slave." Lily teased, pulling Celestia back to her crotch as her fingers slid back into Twilight's wet core. Celestia took to her task earnestly, licking and sucking Lily's aching lips just as she returned to the hot kiss with Twilight, who whimpered each time Lily prodded at one particular part inside of her. Making a note to stay away from that spot, Lily focused on other areas, keeping Twilight on the precipice of another orgasm. By her count, this would be Twilight's second, Lily's second, and Celestia already had two... Greedy little bitch. Lily felt hers approach as Celestia focused on her clit, sucking and flicking rapidly.

"Ready, Twilight?" Lily asked with a hot breath, smiling as the eager magi nodded. Just as Lily felt hers rapidly approach, she drove up into that spot that had Twilight whimpering earlier. A flood of juice greeted Lily's fingers just as she released her own directly into Celestia's mouth. Spattering the princess with wetness, forming a dark spot on the cover of the bed, Lily and Twilight both came simultaneously, hazing Lily's vision over with warm pleasure. She flopped backwards, hips twitching as Celestia drank up her release. Lily felt Twilight's run down her arm into the covers. Her chest rose and fell with heavy breaths, and she had to close her eyes to focus on not collapsing entirely.

"Pwah!" Celestia pulled away from Lily's crotch with a gasp, her chin dripping a stream onto her bound breasts. Twilight slumped as best she could, trying hard to not fall on top of Lily. Slowly, Lily regained control of her body, groaning as she sat back up and set about to untying the two women. They flexed arms and rubbed wrists, groaning once they could stretch again. Lily, too tired to even think about cleaning up, merely crawled to the head of the bed and curled up under the covers. She was almost too tapped to notice Celestia press against her back, to feel Twilight slide under her arm. She did smile, however, when Celestia pulled the covers over them. Pressed between two warm bodies, Lily gently drifted off, lulled as Celestia hummed a soft lullaby.

-------------------------- Original Chapter: Lily, Twilight, and Celestia round 2 --------------------------

The following takes place directly after "Hot for Teacher," and is meant to expand upon the implied sex that took place.

"Celestia is going to be very mad." Twilight grumbled at lunch the day after Lily's betrayal. Sandwiches on her balcony under the shade of the tree.

"I know this." Lily smiled and took a swig of sweet tea.

"I'M very mad."

"This I didn't know."

"How could I not be? I go out and tell you to behave, and you invite Cheerilee into my home and have sex on Spike's old bed! As a guy! With Ponyville's only elementary teacher! Who doesn't show up for work today because she's, quote, 'Fatigued!'" Twilight set her sandwich down, ticking off each point on a finger as she fumed. "And you refuse to even tell me how it was!" Lily laughed then, the type of table-smacking, foot-stamping, belly-rolling laughter that made everything alright. Twilight joined in.

"It was good. Not the greatest I've ever had, but so help me I needed that if I'm going to make it the next three weeks with nothing." She sipped her tea again as Twilight mumbled grumpily.

"Should go do one right now, in front of your eyes, just to spite you." She munched into her sandwich with a blush. Lily shrugged.

"I've already incurred the wrath of our princess. If you want to risk it, go right ahead." She teased, watching Twilight struggle with herself. Finally, she stood up, stomping away into her room. Lily watched the indignant jumping of her ass as she thumped off and away, smiling to herself. Twilight returned from her dresser holding something in her hand. Lily went to raise her hand for another sip of tea when she found she couldn't. Straining hard, she felt the tingle of magic wrap around her arms, chest, and legs. She was bound!

"You wouldn't dare..."

"Hey, at least I don't go fucking teachers on my friend's bed!" Twilight said, quickly pushing her shorts and panties down and sitting opposite Lily. She parted her legs and slid the bud vibrator down to her glistening petals, biting her lower lip.

"Come on, Twi, this is torture."

"Nothing compared to what Celestia will do to us, I'm sure..." She whimpered, rotating the vibrator in a circle around her clit. Her fingers glowed and the faint mechanical hum filled the air, punctuated by a gasp. Lily writhed against the magical bonds as best she could.

"Seriously... Can... Can I at least touch myself?" Lily whimpered pleadingly, feeling herself get wet at the arousing sight.

"How many times did you cum with Cheerilee?" Twilight asked, pointing the vibrator at her.

"I-"

"How many?"

"... Twice." Twilight set the vibrator against herself once more, squirming her hips.

"Then once I cum twice, you can help me with the third... And all the ones after it..." Lily felt her chest tighten.

"What... What about Celestia?"

"Yes, what about Celestia?" Both girls froze as the princess appeared on the balcony, arms crossed as she peered down at both of them. Twilight dropped the vibrator, the annoying vibrations ringing out as it crawled across the balcony towards Celestia's feet, where she raised one foot to pin the running vibrator under her toe. "You girls..." She sighed. "Can hardly go a single week without resisiting." In her hands appeared a thin leather riding crop. She swatted the palm of her opposite hand, grasping the thin rod with the type of smile Lily would just as soon go without seeing on the princess' beautiful face. "It appears I'm going to have to teach you both your lesson right now..."

"Celestia, please, I-!" Lily was cut off as Celestia whipped the riding crop around, caught her expertly across the breast. Her lips opened in a piercing scream as pain flashed through her entire body, rippling through her torso with it's white-hot jets of agony. Her hands clutched her chest as best she could while Twilight's magical bonds were in place. The pain faded slowly, bit by bit, her chest heaving with heavy breaths.

"No more out of you, Lily. I give the two of you a simple task, I ask no sex, no orgasms, for a paltry month. You, Lily, betray me ten days into a simple request. And you." She whipped the crop around to point the tip at Twilight, who seemed to tremble fearfully. "Betray me eight days in." Lily glanced at Twilight, Twilight flushed at her.

"Shower head." She admitted sheepishly, but got a strike on her bared thigh from the riding crop. Screaming from the white-hot flash of pain, she clutched the mark, whimpering as tears formed in her eyes. Lily wondered if anyone could hear them, but saw a golden bubble flash on the other side of the balcony railing. Celestia had ensured they wouldn't be interrupted... She tapped the riding crop into her palm, pacing back and forth in front of the two of them. Lily noticed something, then... The stinging mark on her breast was fading. It passed away into nothing, melting into sort of soft warmth. That warmth trickled down her front, and when it reached her nethers, she felt that warmth grow until she got wet. When it finally faded, she sort of tingled, and was markedly more wet than before. Glancing at Twilight, she saw the same was true for her partner in crime.

"You two," Celestia said, swatting the riding crop into her palm audibly. "Need a lesson in pain." She flipped the crop around, her hand glowing as she adjusted what appeared to be a dial, or a knob of sorts, at the base of the handle. Lily saw the whole thing glow again before she spun and quickly swatted the crop across Lily's stomach. The white-hot flash of pain was so intense it almost made her cry. She was expecting another minute or so of agony, but hardly three seconds passed before the intense pain melted into pure pleasure. Gasping, she felt the trickle slide down her front, making her even more wet than before. The whip was enchanted! Twilight was panting next to her, a small puddle forming on the chair where she sat.

"On your knees. Both of you." Celestia commanded. Promptly, both women fell to their knees before the princess. "Into the bedroom. Walk." Slowly, the two turned around, and just Lily leaned forward to use her hands, she got a swat on her rear.

"AAH!" She screamed, hands quickly snatching to cover the spot, the heat quickly fading to pleasure.

"I said WALK." Celestia growled, glowering down at Lily. Twilight started waddling forward awkwardly, her face caught somewhere between guilty and pleasured. They made their way back inside, where Celestia walked around them towards Twilight's bed. Bending at the waist, she gave the two girls quite the sight of her shapely rear while she lifted the edge of the hanging covers up. Not finding what she was looking for, she turned and swatted at Twilight's stomach.

"Where are they?"

"W-what?" Twilight whimpered, her hands covering the mark. She got a swat at the back of her knuckles, making her flinch and draw them away. Lily saw the gooseflesh break out on her arms as the pleasure trailed up her arms, on it's way to her naked crotch.

"I SAID. Where are they? You know of what I speak, Twilight Sparkle." She gestured to the spot underneath the bed. "Your toys."

"S-storage, mistress... I didn't want to be tempted while waiting for you." Celestia grimaced as she stepepd forward, bare feet thumping along the hardwood floor. She gripped Twilight's chin, wrenching her eyes up to look directly at Celestia.

"Shame you can't store your shower away. Funny, how Lily managed to shower without betraying me. Though she almost did." Celestia cast a meaningful gaze at Lily as her hand delivered a stinging whip to Twilight's rear. The student jumped with a cry, her flesh jiggling as she quivered against the pain. There was something more than even the pleasure to that whip... Lily had felt a few riding crops in her days, and none were quite as painful as the initial swat of that particular whip. Granted, the pain faded soon enough, but it was much more intense than even a firm strike with a normal riding crop. Twilight whimpered as the pleasure finally came, turning her into a quivering mess.

"P-please, mistress..." Twilight gasped. "Tell us how we can show you we're sorry." Celestia grinned down at her, stroking Twilight's cheek.

"Trust me, Twilight Sparkle. I have something very interesting planned for your apology. Both of you. It's a shame your toys are gone, I was rather looking forward to using something I wasn't quite used to. Oh well. No matter. We'll just have to use mine." In the blink of an eye, all three of them were no longer at Twilight's home, knelt on the hardwood floor of her bedroom. Soft, red carpet was now under her knees, and the air crackled with the golden electricity of Celestia's magic. Looking about, Lily thought the room seemed familiar. Slightlly off, but familiar... Wait... She had been here before... This was...

"The castle!" Celestia smiled as Twilight guessed correctly. This wasn't just any room, though... This appeared to be a cross between Lily's basement at Maggie's and the room she had visited whenever Luna or Celestia wanted to see her. The circular walls were lined with racks for tying people up, all of different sizes or assortments. Against one portion of the wall that was flat was an area devoted to storage. Celestia padded towards this and replaced the magical crop she had been using on them, her hand hovering for a few moments over it. Smiling, she picked it back up, her hands glowing as she adjusted a few settings. Advancing towards Twilight, she laid an expertly-aimed blow at the magi's rear, and Twilight let loose the sort of scream one only does when they're close to death from grevious injury. Lily shivered as Celestia used magic to yank her shorts and panties down, exposing her own rear. The smack she got introduced Twilight to the world of pain her friend had been writhing in.

Agony. That's all that could describe it. Pure, unadultered, undiluted agony. It saturated every nerve, made her quiver, shake, and fall to the ground in a shaking, twitching mess. Quick as it had started, though, it was over. The magic instead assaulted her vagina, made her roll onto her back and clench every muscle in her body. Her scream was of pleasure now, her sopping hole spurting as she came. A quick glance at Twilight saw the sobbing woman dripping wetness from her own hole. Then her expression changed. Writhing once more, Twilight began screaming again. Soon enough, Lily knew why. The pain ripped through her rear once more, rending her soul in two as it pounded through every vein. Eyes clenched shut against the fear of death and the end, Lily soon felt the pleasure return to her crotch. Just as intense as last time, she couldn't hold back a second blissful, squirting orgasm.

Thus it continued. For ages, Lily could have sworn she bounced back from one to the other. Drenching the floor to screaming for mercy, she was a yo-yo between agony and delight. Her and Twilight were left on the floor, writhing and thrashing until abruptly, the magic faded. Nothing. No pain, no pleasure, not even ache or weariness remained. Shakily, Lily tested her arms, found strength, sighed at the sight of the puddle of her juices. Celestia was looking down at both of them, her outfit having changed. She now wore an extrememly tight leather bodice that left her shoulders bare down to the slope of her breasts, which were pushed up until the twin mounds of flesh threatened to spill over the edge of the piece of clothing. Braided down her arms were straps that criss-crossed, ending at a single loop of leather over her middle finger. Her waist and legs were clad with a long leather skirt that seemed to hug her hips, and thighs, down to her knees, where it loosened to flare out towards her ankles. When she moved forwards, though, Lily saw the hem that went all the way up the middle to her crotch. Around her thigh and calf were two more straps. It looked less like a skirt and more like riding chaps now... And there, at the joint of the hem, was Celestia's bare womanhood. Shaved and clean, it flashed inbetween steps she took as she circled Twilight and Lily slowly.

Another thin thread of magic cut her clothes, and Lily felt her shirt and bra fall away, useless. Twilight was stripped in the same fashion, both women now completely nude. Celestia kept pacing around them, admiring the sight. Lily had to admit, she was enjoying the show as well. Finally, Celestia stopped, seemingly deciding on what she wanted to do. She turned around, exposing her shapely leather-clad ass to the two of them as she padded back to the storage wall. There, she walked back and forth, looking over the area that seemed to be hung with harnesses and outfits. Picking two, she hovered them off of the wall and padded back to the two women knelt on the ground. The harnesses were hardly more than a few suggestively-curved straps. She tossed them at Twilight and Lily, smiling as they landed on the floor in front of them.

"Put them on." Lily picked at the straps and buckles, wondering how a skimpy, vague thing could possibly work. She turned and flipped it, found what appeared to be a thin collar. It looked the right size... Hesitantly, she slipped the collar around her neck, pulling the tongue through the buckle. When she put it on a comfortable setting, hugging her skin but not constricting it, the rest of the outfit glowed and shrank a little. So it was magically enchanted to fit the wearer. Twilight followed Lily's lead, sliding the other collar around her neck. They went from there, buckling two more straps that went around their upper arms, and another two around their thighs. The outfit hugged them tighter each time, curving around their bodies until it snugly fit to them like a second set of skin. Lily saw she was right about it... The outfits were symmetrical, and very... VERY skimpy...

Two roughly diamond-shaped openings fit over their breasts and joined into a single thin strap that fell down their front to either thigh, where it joined the band that wrapped around that portion of the flesh. The diamonds started at the collar around their necks, and the inside edges were joined by a single, cool metal ring. The outside edges wrapped around their backs, and just underneath their shoulderblades were two more straps that were marginally thicker than the two of the front, falling to just above their waist. There, the strap split in two, one side moving towards the inside of the body, where it thinned out and fell inbetween their asscheeks, separating in time to leave their back door open. The other two straps were wider, and clung to the outside edge of their thigh all the way down to the thigh buckle. That buckle held three straps alltogether, one running up their front, two running up their back. It left their crotch, stomach, and breasts exposed. The buckles on their arms had short, thick straps that joined the ones on their necks and back. Altogether, the outfit was skimpy, tight, and slightly arousing.

"Good... It appears you two know how to dress like slaves. That took long enough. Should we begin?" Celestia smiled down at them, crossing her own leather-clad arms and tapping a bare foot into the thick carpet. Lily and Twilight lowered their heads respectfully.

"Yes, Mistress." They both said in tandem.

"Ooooohh..." Celestia smiled down at them both. "Sends shivers down my spine when you say it like that. Very good, my little pets... I should reward you for being so obedient..." Celestia grinned wider. "Oh wait... The whole reason we're here is for your disobedience. On your feet." They quickly scrambled, standing shoulder-to-shoulder and quivering at what the princess had in mind. Celestia walked around them in a circle, smiling. "Lily, have I ever told you what a shapely ass you have?" Such a vulgar comment from the princess was hardly out-of-place. In fact, it sounded almost natural.

"No, mistress." Lily whimpered.

"It is, indeed, very well-made..." Celestia's fingertips glided over the bared flesh, sending Lily into a fit of shivers. "Do you work out?" She smacked the flesh, and Lily opened her mouth at the impact of flesh-on-flesh.

"Y-yes mistress!" Twilight gnawed her lip next to Lily.

"Nothing like Twilight's scrawny rear, here..." Another smack, and it was Twilight's turn to jump and whimper. "You need some meat on your bones, my student... However..." Celestia walked around to their front, smiling as her fingertips teased both Twilight and Lily's breasts. "I think Twilight has you beat in the chest area, Lily..." Lily inadvertently glanced down at Twilight's chest, saw it was true. Twilight WAS bigger than she was. Blushing slightly from arousal and jealously, Lily looked at the ground and bit her lip. "On the other hand..." Celestia immediately dove two fingers into both women, making their hips jump as she probed deep and fast. "I think you BOTH have VERY eager pussies..." She fingered them both for a long while, making the women whimper and gasp as she finger-fucked them. Lily felt on the verge of orgasm when Celestia pulled out, shoved a pair of fingers into her mouth. Lily looked up at her, saw it was her other hand. She had her arms crossed, was letting them taste one another. Lily eagerly sucked Celestia's finger clean of Twilight's love-juice, groaning as she licked and sucked every last glistening bit of delicious arousal off. Celestia pulled her fingers out with an audible pop, grinning as she turned her back and padded to the wall.

"Twilight, on your back. Lily, on your knees above her. You are not to touch one another. Not yet, at least..." Lily glanced at Twilight, got a smile and a shrug as her partner slowly stretched out on her back. Lily gingerly spread her legs atop Twilight, lowered herself until she was straddling her magi partner slave. They adjusted until Lily was spread apart, well away from touching her with any part of her body. They both watched as Celestia walked back and forth in front of the wall with all the devices, harnesses, and assorted odds and ends. To Lily's horror, she picked what looked like a massive double strapon and the riding crop from earlier. Stepping into the harness, she tightened straps until both the massive purple shafts were bobbing in front of her body, turning and walking towards them.

"Be honest with me, girls." She said with a smile, tapping the palm of her opposite hand with the whip. "Did one of you touch the other?"

"N-no mistress..." Lily panted.

"Y-yes, mistress..." Twilight muttered with a blush. Lily looked down at her.

"Where?" Celestia asked, her tone dangerous.

"Her... Her hand brushed my shoulder when... When she leaned forward." She admitted. Lily hadn't felt it. She felt the edge of the riding crop touch her shoulder.

"Here?"

"N-no... Lower..." The crop dragged down to her collarbone.

"Here?"

"Yes, mistress..." Twilight whimpered. Lily felt the crop leave her skin. It came back with a vengeance, though... The whistle it made through the air sent shivers down her spine, even before the thin leather tip hit her skin with a markedly audible *CRACK!* The pleasure was almost too much to handle. Indeed, Lily felt like she couldn't. Her lips opened in a long, hard scream of agony. When she felt like her lungs would collapse, she inhaled, and kept screaming. Fuck, why did this hurt SO MUCH?! Just when she thought she'd black out, the pleasure came. And oh, how hard it came... She wasn't even aware of Celestia pushing the strapon into her. Thighs quivering, panting, even drooling a little, Lily was caught in the throes of a rough orgasm just as Celestia started thrusting hard and deep. Whimpering, Lily felt her walls spread, her arms quiver as Celestia roughly kept thrusting, relentless... That was the word for it. She was relentless.

"Hmm... Last one was a bit hard, I think... Let's dial it down for Twilight, hmm?" She teased, rubbing the crop down Lily's back. The soft dragging flashed tingling pain that slowly turned into a throbbing sort of pleasure. It made Lily shudder. "What do you think, Lily? Should Twilight go through the same thing you just did?" Twilight's eyes were wide. Lily grunted as Celestia thrusted harder. She looked down at her friend, her partner, her... Her mate.

"N-no..." Lily groaned, watching Twilight jump in time with Celestia's thrusts. "Don't... Don't use it on her anymore..." She moaned, looking back at Celestia now. "I'll take everything, but please... Don't hit her with that... I'll take every hit for her..." Celestia stopped momentarily, looking down at Lily's pleading expression. Her lips spread into a soft smile. That smile was... It was completely uncharacteristic... It was soft and serene, it made Lily feel warm inside. Not the type of warm from the whip's magic... No, it was a sort of warmth Lily had come to expect from people like Maggie... Like Twilight. But it quickly shifted into a dark grin that fit the situation well.

"As you wish." *THWA-CRACK!* The crop ripped across her shoulder blades, making Lily collapse immediately. Celestia's hands pulled her back, keeping her hips in place as she kept thrusting. That minor pleasure did nothing to offset the agony ripping through her just then. Lily was swimming in it. Her arms were on fire. She felt like her entire back had broken. She was a pane of glass that had just been broken. Then it was gone. In it's place was pleasure, and it pushed her far over the edge. Gasping, she felt her center gush and drip as she came once more, the strapon pulling out even more juice from her as she whimpered and panted. The pleasure was enough to make her collapse. Her muscles were done. She couldn't handle any more. Twilight grunted as Lily fell atop her, pulling the strapon out of her abused hole with a spray of liquid. Lily was only vaguely aware as Celestia pulled Twilight to her feet, somehow having fished the magi out from underneath her.

"Get up, Lily." Celestia said. "Get up, or I'll use it on her. Full strength." Lily groaned. "I'm warning you,"

"Don't..." She whimpered, fighting her worn muscles to respond.

"Don't what?"

"P-please... Don't use it on her..." Lily panted. Her arm flopped across her stomach. She slowly managed to roll up onto her side. Celestia raised the crop, holding Twilight in place with her other hand. Lily groaned and lunged for it, her hand wrapping around Celestia's wrist. Her muscles screamed in protest. "I'll take it!" She panted, looking up at Celestia with a pleading gaze. "Please, don't use it on her!"

"Lily..." Twilight raised a hand. That was the last thing Lily saw before the whip struck her once more, driving everything from her mind as she blacked out.

"Nn..." Lily groaned and rolled over. This bed is REALLY soft... She thought, turning onto her other side. She froze when she realized she wasn't the only one in the bed.

"Hey..." Twilight said softly, smiling at Lily as her eyes fluttered open.

"S-sorry, thought I was alone..." Lily muttered, embarrassed.

"Don't worry about it."

"How long was I out?"

"Nine hours..." Twilight said. Some part of her seemed... Reserved... Lily blinked down at her, where she was curled up on the bed behind her.

"We're... We're done, right?" She asked.

"Have been since you passed out." Celestia said, padding into the room quietly. Lily cringed and clutched the blankets around her. Celestia scoffed and pulled them away with a thin thread of magic. "Honestly. Like it isn't anything I haven't seen already... Get up and get dressed, we need to have a talk." Lily noted she was changed into her normal clothes, a warm brown blouse with a flowing white skirt and bare feet. Lily and Twilight slowly exited the bed that was sunken into the floor. Lily was loathe to leave the soft mattress and warm company behind, but she was glad to be up and stretching her sore muscles. The aftereffects of the riding crop appeared to be soreness in the spots struck, and a tingling bit of magic that left her head spinning slightly. She slipped into a skirt and blouse as Twilight pulled on long, loose pants and a t-shirt. Together, they slipped into the adjoining room, a room Lily knew well. Moonlight shone through the open window and a fire crackled warmly in the hearth.

"Sit," Celestia said with the kind of serene smile Lily had come to known the princess for. She and Twilight obliged, taking seats next to each other on the couch. "I wanted to say that your devotion to Twilight earlier today was both startling and eye-opening, Lily." She started. Lily opened her own eyes as Twilight seemed to tense next to her.

"I didn't want her to feel the same pain I was going through, even if it meant pleasure at the end." She said softly.

"I think it's more than that."

"Like what?" Lily started getting defensive, her hackles raising.

"I think you love her." Those words shocked Lily. Not like, two in the cooter, one in the pooter shocked, no... A whole different kind of shocking. She tensed immediately. "What's more, Lily..." She was loathe for the princess to continue. "I approve."

"Wait... What?"

"Yeah, what?" Twilight. Celestia smiled at both of them.

"I see it. In both of you. Your eyes. The way you look at each other. The way you interact. I've lived thousands of years, seen millions of lives pass before my eyes. They wither and fade and break apart and go away. But one thing always persists, greater than any one thing in this world. Longer than me, longer than the sun and the moon and the stars, longer than my sister of my niece..." She raised a finger. "And that is love. I see it between the two of you now, and it's never been more apparent." She smiled at them, that same serene smile of a princess whose years numbered more than Lily could ever hope to achieve.

"But... Celestia, I..."

"I know what you're going to say, Twilight." She cut her off. "Let me remind you that first and foremost, you are my student. Secondly, as previously stated, I live to be thousands of years old. I'm still fairly young for royalty, with a very long life ahead of me... Love between you and I was doomed from the start. You should know this." She stood and laid a hand on both their cheeks, smiling softly. "You need to find a partner, Twilight. One that will live your life, and won't have to live long without your love. I see no better candidate than Lily." It was then Lily shocked them both. Celestia looked down at her with big eyes. Twilight with tears.

"This conversation..." She padded to the balcony. "Is over." Shifting into an avian, she took off into the night, flew back to Maggie's. She didn't even see the faces of the other girls, shocked as she stomped past them, didn't hear them call after her. She didn't hear the knocks on her door, the pleading tones. She didn't hear anything until the next morning when she woke with tear stained eyes and a headache. To her surprise, Maggie was sitting there with a cup of coffee steaming.

"Talk to me, kiddo." She said softly, sipping the coffee. It was moments like this Lily was thankful for the people in her life.

"I'm... Maggie, I'm in love."

-------------- Notes from the Author --------------

The first part of this chapter, I think, was masterful. The second part, well, I typed it while there was a lot of personal shit going on in my life. The shootings in Aurora, Facebook got hacked so all my friends and family thought I was gay thanks to some fucking co workers, I pissed off my girlfriend some how, some way, and I'm late for sleep so tonight at work is gonna suck. Needless to say, it's rushed and sub-par. I could have gone SO much further with it, as it well deserved. Knowing me and adding to stories after they've finished, it's unlikely I'll return to this for an edit. Still, the longest chapter yet, I think I've done a pretty decent job with this.

There may be some errors throughout this, as thanks to vicious 502 attacks and saving issues (Plus site maintenance) I couldn't write anything, and what I had written wasn't saved.

My computer keeps correcting "Thrusted" like it's illiterate... I don't see why... It's the past-tense conjugation of "Thrust..." Like... "The valiant knight THRUSTED his blade into the vile dragon!" I think my computer's wrong, so I left it. Whatevs.

Again, I apologize for this story. It was half-boiled and hardly went as far as I would have liked it to. Save the first part. First part was fuckin' incredible.

I KNOW. I left you guys with a cliffhanger. I have reasons for this. They are: I'm soon closing requests. I'll leave it open for another week or so, but I think it's about time The Lost Chapters came to a close. I'll be writing a 3-chapter finale after I finish out all the requests I currently have and will recieve in the next week, and then focusing solely on original content. Writing such a massive work on a request basis has been a rather eye-opening experience for me. It's broadened my horizons and developed me as an author, I'd like to think. Alas, I am proud of what I've accomplished. And I have you all to thank for it. I cannot express my happiness and thanks for all that you have given me. Thank all of you from the bottom of my heart.

I'm off to build my Fallout: New Vegas character, gonna play through on hardcore mode this time. I'm going with a Str-9, Cha-9, Int-10 character. He will be one unlucky, blind, clumsy mother fucker. I suppose since I'm playing hardcore the rest of those points will go into Endurance >.> Wish me luck!

Crescendo (Drop the Bass)

---------------- Request Chapter: Futa-fest ----------------

The following takes place immediately after "Musical Differences."

Be forewarned.

Lots of futa. Which is women with dicks. Do. Not. Read. If you're gonna hate, just don't read this chapter.

"V-VINYL?!" Lily sputtered, looking up at the grinning DJ.

"Oh awesome! You already know her! I was wondering how well you were going to take me up on my offer, not knowing about Vinyl!" Pinkie Pie bounced atop Lily energetically. The changeling was losing her breath.

"Pinkie! Gerroff! Haahh! Okay..." Lily rubbed her sternum, feeling air flood back into her lungs as Pinkie rolled off and to her feet smoothly. "What are you doing in Canterlot?"

"Silly Lily! I got time away from the cakes, and who else would I want to visit but you! Duh!" She bounced forward again, wrapping Lily in a tight hug and swinging on her neck. "And now we're hereeeeeeeee! Ooh! We should have a party!"

"Oh hell yeah!" Vinyl spoke up at the mention of a party. "I'll DJ that shit all night. Pinkie throws some of the best parties this side of Fillydelphia." Lily stuttered and struggled under Pinkie's formidable weight, grunting as she hauled the pink ball of girlish fluff back to her feet, somehow managing to untangle herself from her surprisingly strong arms. She rubbed a sore spot on her neck, feeling ragged after an intense night. She blushed when she remembered the drama between Octavia and Vinyl. A glance down the street assured her the sultry cellist was oblivious of the goings-on behind her, despite Pinkie's excited squeal... Vinyl's shades turned up, trying to make out who Lily was looking at.

"Who was that?" The magi asked, raising an eyebrow over her shades. If they had been a minute earlier, that could have been much more awkward.

"Just a customer I was saying goodbye to. Pinkie, seriously. Gimme a minute to breathe. Here, why don't you go inside. Let's all get inside." She ushered both of them in, Pinkie bouncing on the balls of her feet as she twirled in through the door. She was still pretty cute, in a girlish sort of way. She wore a frilly white blouse that exposed a good amount of her large cleavage, and what Lily could only describe as a ballerina's tu-tu... Her long, pale legs were left bare, smoothly ending in simple white shoes with small pink bows on them. Whenever she would twirl hard enough, Lily could catch the peeking hem of her panties. She flushed and shut the door as Vinyl slipped in.

"Nice digs." The DJ wore a very similar outfit to the one she had on when Lily had seen her last... Or at least, the one she had seen on the floor. Instead of red leather, this top was blue, and left her arms and shoulders bare. Her baggy chain pants were shorts now, the last six inches of her calf exposed to the tops of her ratty-looking shoes. It was an alluring look, Lily thought... A beautiful top half, and a delightfully grungy, dirty lower half...

"Let's go up to my room. The girls will be down any time, and I don't want them butting in." Pinkie and Vinyl followed her up the stairs to the girl's own rooms. Lily swept them both inside her apartment and locked the door, sighing as Vinyl and Pinkie collapsed onto the couch. She sat opposite them, smiling softly. Despite the impromptu introduction, Lily had to admit she was happy to see both of them. "What brings you to my place?" She asked.

"Well!" Pinkie jumped right in. "Viny's a good, good friend. She's DJ'd a few of my parties. Ooh! Wait! I think she DJ'd the party I met YOU at! Coincidence, huhn?! Anywho, we were chatting on the phone, and she told me how she had met a changeling at one of her concerts, and all the fun you two had! It's been a few weeks since I had some fun, so Vinyl and I decided it was time we paid a visit to your place!" Lily blinked at the rather fast description of events, but she smiled at the end. Vinyl, still wearing her shades as she lounged back on the couch, nodded and yawned. Lily arched an eyebrow.

"Tired?"

"Aww yeah, man..." Vinyl mumbled. "Been up all night. You know how it is."

"Tell you what. You can crash here, and Pinkie and I will get the party set up. We're in the middle of the work week, though..."

"Oh don't worry about that! I can TOTALLY work around any-" Pinkie cut off as Vinyl started snoring. Sprawled on the couch, the magi hadn't even bothered to move to a proper bed. Lily chuckled and grabbed her shoulders as Pinkie hefted her legs. Together, they carried the slumbering woman to bed and tucked her in.

The party was shaping up to be one of epic proportions. Maggie's had been temporarily transformed into a venue of sorts, the kind that had people lined up around the block. Half of them were there for the music, the other half for the sex. The girls were in high spirits, and it seemed there would be plenty of both. Pinkie, especially, had made the whole thing happen. Six hours before they were ready to open for the night, the pink fluffball had retreated to Lily's room for a much-needed nap. It was shortly after that Vinyl descended and mingled for a bit before proceeding to do the sound check. Lily helped where she could, but mostly just let everyone else handle it. After clearing the cover charge with Maggie, who would retreat across town to a hotel courtesy of Vinyl, Lily was unofficially placed in charge of the place.

Things mostly handled themselves, and Vinyl gave the thumbs up an hour before the doors would open. Putting on a hip playlist of house music, she, Pinkie, and Lily all retreated to her room to get ready for the night. Vinyl didn't do a whole lot of makeup, but she took some time getting into another corset-like top. That, and a quick brush through her hair, and she relenquished the bathroom to Pinkie and Lily. Pinkie had taken a surprising departure from the normal when she borrowed a shimmering, backless top from Lily and a tight black skirt. The dark colors clashed with her hair, but the curvy woman pulled it off admirably. Lily remembered the last show she had attended with Vinyl, and opted out for tight, long shorts and a sleeveless blouse. She and Pinkie started applying makeup while Vinyl waited, bored, on the couch.

Finally, fifteen minutes to doors open, the three women descended on the changed lounge. All the couches and chairs had been moved away to storage for a night, and the bar stood opposite the makeshift stage. Massive subwoofers stood on all four corners of the floor, which was soon to be packed with people dancing and swaying in time to the pounding music. Lily was glad they had doused the fire. Someone might get pushed into it. Vinyl quickly shrugged off Lily and Pinkie, mounting the stage. She was in her element. This was what she did best. Grinning, she switched off the playlist and started playing her intro music. Lily thought she could hear cheers from outside as people celebrated the thrumming bass.

Maggie's wasn't big, and most certainly couldn't handle the amount of people that would be attending, but Lily could care less. For those who got in, it would be a trip. They were set to make a killing from the impromptu event. The intro track streched on, long notes of powerful bass slowly but surely building to a climax. Lily ticked off the minutes. Three left. Two. Sixty seconds. Thirty.

"Hit it." The track picked up pace just as the front door opened. Guests, having already paid, poured in, laughing and smiling in a rush to make it to the stage first. Lily and Pinkie got swept away in the crowd, all of them moving in. The place got packed in the span of about two minutes. That was all the time it took for Vinyl to build up to the next part... The part Lily lived for. The entire crowd sang out with the lyrics during the buildup. The door closed at the first snap of the snare. The pause was deafening.

"Let's fuck this place up." Vinyl's husky voice qued the drop.

And holy shit what a drop.

Lily was swept up with the crowd as the bass surrounded them all, inundating every person present with the tingling sensation of rippling soundwaves. It devolved into a rapid beat of electronic notes, smoothly melting into another modulated blast of pure bass. Lily screamed at the top of her lungs with the rest of the patrons, almost immediately having her mouth covered in a furious, wet kiss. She didn't even know who it was. She didn't care. She wrestled with their tongue and grabbed a firm ass, her other hand groping blindly at the face. Whiskers tickled at her chin and underneath her palm. Groaning, she kissed the man, whoever it was, hard and fast, just like the bass with the track. He left, leaving her breathless and shivering under the blasts from the subwoofers.

He melted back into the crowd that bobbed and swayed in time to the music, and Lily only missed him just a little. She smoothly joined in with the crowd once more, lost on the flowing waves of bass and music. Vinyl spun three original songs she had mixed herself, and two incredible remixes. One of them Lily couldn't mistake as an obvious shot at some despised pop song. Something about numbers and calling. Lily gasped when a long-fingered hand grabbed her ass, and spun around right into Pinkie's arms.

"Hey! You n' me are tag-teaming Vinyl after the show! Don't get dragged off by anyone!" Pinkie hollered over the loud music, making Lily shudder in anticipation of the thought. Pinkie was a devious little thing. Squeezing her ass once more and giving Lily a sloppy kiss, Pinkie bounced off towards the bar. The thought of the afterparty was making Lily tingle in ways the music hadn't done for her previously. Groaning and looking back up at the stage, Lily laid eyes on Vinyl, her wild blue hair backlit by strobes as she nodded in time with the beat. Lily watched her, feeling much more heated as the songs melted perfectly into one another.

"Get some fuckin' drinks!" Vinyl ended the last of five songs with that undeniable command. Everyone on the floor flocked towards the bar, pre-made drinks being handed out, and custom orders being filled by one of five bartenders. Lily didn't want a single person not feeling at least buzzed. She grabbed a Rum and Coke for herself, taking a hearty swig of the harsh blend. Vinyl was on-stage, spinning knobs and pressing buttons furiously. Getting ready for the next set. Lily grabbed another drink and swayed through the crowd gracefully. Slipping up on stage, she wrapped a hand around the busy woman from behind and pressed the rim of the glass to her lips.

"Thanks babe!" Vinyl teased as she drank, Lily raising the glass to keep up with her swallowing. She downed the whole thing in one go, and Lily spotted the sweat shining on her shoulders. Apparently being a DJ was tough work. Lily grinned and let her have a sip of her own before kissing her thick lips eagerly.

"Pinkie and I got dibs on you after the show." Lily muttered after the deep kiss, grinning at the DJ. She felt a tingle of magic run up her thigh as Vinyl's hand glowed, and Lily gasped in surprise.

"You two best be ready, then. I swear, I'm horny as fuck up here, watchin' all of you." Vinyl gave Lily's rear a smack and grinned as the changeling left her on stage. The break lasted another five minutes before another track picked up. Enough time for Lily to down another drink before the floor filled up again. People were sweating, people were kissing, and most certainly off in one of the rooms, people were fucking. It was shaping up to be the best night ever.

The next set started right away, the music starting fast and low. A snare-and-bass track pounded a furiously fast beat that Lily couldn't follow even with all her experience on the violin. It was an off-set one-sixteenth track with a pattern that shifted every single measure. Lily tapped with the beat, but couldn't follow the notes. The music built into a slow crescendo, Vinyl's hands raising as it progressed. Lily remembered her last show. At the apex, Vinyl would do what she did best.

"Drop it!"

Swept away wouldn't even begin to describe how Lily felt right then and there. The music picked her up, carried her to a cliff, dropped her, then caught her before she hit the ground. It did this about a million times in the span of a second, her heart hammering the beat to her soul's song against her ribcage. She gasped, eyes wide-open, and hollered with everyone else. She stamped, jumped, and swayed in time with the fast, relentless assault of music. She lost track of how many guys kissed her, how many times her ass was groped, her breasts were touched... It didn't matter. Chryaslis herself could have raped her on the floor and Lily wouldn't have known better...

The music pounded on for what felt like years, but couldn't have been longer than twenty minutes. Lily was thankful for the second break as she grabbed some much-needed water. The third set, though, was markedly more mellow. Quieter, even. It focused more on electronica and house, giving many more couples, threesomes, and even one group of five time to get together and slip off down the hall. Pinkie Pie spanked a grinning Jade goodbye as she left with two men of her own. Brenda had been missing for some time already. Lily was actually kind of glad Maggie wasn't here to see the mess they had made of the place. To say nothing of the mess that was undoubtedly being made in the private rooms.

"Last song! Find yourself some hot piece of ass and get the fuck out!" Vinyl called as the last song started playing, a soft dubstep mix. It build up slow and quiet to a moderate, if melodic drop. The DJ left her stage unattended as she hopped off into the crowd. She was the subject of a lot of love, as Lily watched her swap kisses and gropes with a few attractive men and women on her way towards where the changeling stood at the bar. Finally breaking away frome one last girl, Vinyl took the extended shot from Lily. Pinkie showed up from nowhere, her own shot in-hand. Clinking glasses together, all three women tossed the liquor back and slammed the empty glasses down on the bar. Not a single word was said as Lily and Pinkie grabbed Vinyl's arms and dragged her towards a hallway.

The changeling and pink-haired spazz shared a lusty, half-drunk look between them as Vinyl complied, a grin on her lips. Lily didn't want to be disturbed at all for the rest of this night. She and Pinkie dragged Vinyl a long ways away from the winding-down party, taking three separate halls to the end. At the last room available in Maggie's, Lily kicked the door open and pulled the other two inside. She cast a glance down the hall, seeing no one had followed them. Ducking and and locking the door, Lily looked at the other two with eyes ablaze. Vinyl was already working at pulling her corset-like top off. Pinkie had her skirt halfway down her legs.

"Let's do this." Lily pulled her blouse off over her head, stripping her bra along with it. Bare-chested and eager for more, Lily watched the other two women undress in a fit of eager anticipation. Vinyl had just stripped her top off, her large breasts bouncing and shaking as her hands mercilessly tugged at the intricate harness of leather around her waist. Pinkie was already stepping out of her panties, still sporting a fluffy, full bush and slight tummy. Lily kicked her shoes across the room and peeled her tight shorts off, groaning as the cool air of the room brushed across her thighs... Memories of her encounters with both women flooded Lily's mind as she worked at dragging her sweat-dampened down her legs now. Vinyl finally had her pants down and off, the baggy clothes leaving her waist once the belt had loosened enough. To both women's surprise, the DJ had skipped on underwear that evening. Lily and Pinkie grinned at the thick, ready shaft bobbing in midair before them.

"On the bed." Lily panted to Vinyl as she and Pinkie advanced. Vinyl backed up, her fingers picking her shades off of her face. She flicked them off to the side, the dark eyewear spinning into a shadowy part of the room. She backed her thighs into the bed, sat down, and was almost immediately attacked by two hungry mouths.

"OH man," Pinkie groaned, her hands grasping Vinyl's thighs eagerly. "I've wanted this for SOOOO long..." Lily took to licking Vinyl's head eagerly, her tongue leaving glistening strands of saliva all over the rim of Vinyl's throbbing cock. "Haammn!" Pinkie breathed out as she clamped her mouth onto the smooth sac inbetween Vinyl's thighs, sucking both of them into her hungry mouth. This rewarded Lily with a fresh bit of precum, Vinyl gasping out loud as Lily licked the sensitive slit at the tip of her twitching member.

Both women licked, sucked, and generally just loved on the neglected shaft before them, their hands busy grabbing one part of Vinyl's anatomy or another. Lily could recall one moment when she and Pinkie both fingered Vinyl's slick pussy while their tongues wrestled for dominance over the saliva-soaked ballsack. Vinyl also sported a fun, jiggly pair of breasts, and absolutely loved it when Pinkie buried her face inbetween them, licking and panting heavily. Whenever Lily found her hand was free, she would shamelessly toy with her own clit, groaning louder into the hard flesh her mouth was so busy with pleasing.

"Girls!" Vinyl gasped out loud, her voice raspy and oh so sexy. "I'm gonna cum! Aah!" Lily plunged two fingers deep into Vinyl's sweet, dripping pussy as Pinkie's hand flew over the twitching shaft in front of them. Lily watched the first strand jet into the air, spattering Vinyl's own breasts before Pinkie opened her mouth to catch the rest. Lily could see her throat pulse as she swallowed the load bit by bit, finally pulling away once Vinyl collapsed onto the sheets.

"'Mere." Pinkie said with a mouthful. Lily leaned forward, her own mouth open. Pinkie pushed a healthy portion of the thick cum into her mouth, and the two women swapped the load back-and-forth smoothly. Lily panted and spit up most of it, dotting Vinyl's thighs, her own breasts, and the carpet with healthy doses of spunk and saliva. Pinkie wiped stray bits up and rubbed them into Vinyl's shaft, stroking smoothly until the panting magi was back to full hardness again.

"Lets get to fuckin!" Pinkie said as the last bit of cum was either swallowed or spit up. She jumped onto the bed, her curly bush damp with arousal. Lily watched her dig through the strands to her slick core, finally spreading her lips apart and guiding Vinyl's twitching head into her dripping cunt. Lily watched Pinkie smoothly take all of it in one motion, her walls wrapping firmly around the thick shaft inside her twitching womanhood. Not content with feeling herself anymore, Lily crawled up onto the bed, watching Pinkie smoothly start gyrating her hips. Vinyl's fingers groped blindly at Lily's crotch, but didn't have to search for long. Lily swung one leg over Vinyl's blue-haired head and dropped her hips, smothering the DJ with her dripping cunt.

"MFF!" Vinyl grunted and immediately began reaming Lily's wet slit with her tongue, driving that muscular appendage deep and hard. Leaning over, Lily and Pinkie wrestled their own tongues together, panting and drooling a fair bit. Pleasure rippled through Lily's entire body, making her shake and pant as she felt her climax smoothly approach. Vinyl expertly swirled her tongue around inside Lily's honeypot, hitting all the right spaced that made Lily twitch and nearly lose control. In fact, Lily did... She and Pinkie both gasped into one another's mouths as they dropped their hips. Vinyl was smothered from both ends as Pinkie and Lily came nice and log.

Using her magic, Vinyl had to lift Lily off of her face, panting ragged, raspy breaths as Lily hovered in midair, still twitching in the aftermath of her own orgasm. "I got an idea." The DJ grunted, unceremoniously dropping Lily on the bed next to her. "Grow a cock, Lily... Pinkie, get off..."

"Ooh! Double dick pleasure! Do it, Lily! Give yourself a big ol' cock!" Pinkie rolled off of Vinyl, standing at the edge of the bed as Lily obliged. In a flash, she had given her natural form a moderately-sized member, throbbing pleasantly in the aftermath of an intense orgasm. She smiled as Vinyl swung her thick leg out, straddling Lily's slender frame with ease. She lifted her sac, exposing the glistening pink slit beneath. Her member bobbed in time with the DJ's heartbeat, even as her other hand slid down to guide Lily's pulsing shaft into her wet folds. The first inch was blissful. The second inch was heaven. And when Vinyl dropped her hips, fully burying Lily's cock inside of her wet core, it felt like nirvana...

"Pinkie, put your ass on Lily's stomach..." Vinyl gasped, struggling to hold back the scream that wanted to escape.

"Ooh! Ooh! I like this! Fuck yeah!" Pinkie swung her leg out and leaned back, her big butt riding low on Lily's stomach. Her vision was filled with Pinkie's back, but she didn't need to see what was going on to know... The shuddering gasp escaping the pink-haired girl's open mouth came with a shifting, Vinyl's walls slipping around the hard shaft inside of her pulsing cunt as she slid into Pinkie's own hot oven.

"Guuh!" Vinyl let loose a throaty grunt, her eyes screwed up with pleasure. Pinkie grinned, already accustomed to the penetration. Vinyl, however, was subject to a whole new range of sensation. Lily felt her orgasm drip down her shaft and slick up her thighs. The woman quivered slightly, her feminine gash pulsing as it milked every bit of pleasure from Lily's grown shaft. Lily grinned and raised her hands up to Pinkie's chest, massaging and groping her jiggly breasts as Vinyl recovered and started to thrust.

So the three of them were stuck in a cycle, Vinyl getting the best of both worlds as she fucked and was fucked, grunting and gasping with every other thrust of her wide hips. Pinkie groaned and rolled her head back, tickling Lily's nose with her curly pink hair. The changeling sniffed and rolled her head side-to-side, but couldn't escape the assault on her ticklish flesh. Finally, she curled her fingers into Pinkie's hair and yanked slightly.

"Aahn! Lily! Owie!" Pinkie whimpered as Lily pulled her hair down so that there was more of it, her face concealed in the bouncy, pink curls. It didn't tickle anymore, instead, the silken texture of her hair was a stark contrast to the wet, rough motions the DJ was putting into both of them. Pinkie's chest heaved, her elbows shaking as she fought to stay upright. She couldn't do it any more, and collapsed onto Lily's chest. Breasts squished against her back, Lily's face was completely smothered. She buried through the hair until she emerged over Pinkie's shoulder, some stray hairs clinging to her lips and face. Pinkie resigned herself to the vicious thrusting, Vinyl leaning forward to accomodate the new angle. Unfortunately, this meant less of Vinyl's wet vagina was wrapped around Lily's own shaft. Not that it mattered, she was closer now more than ever.

"Gonna cum!" Lily panted, shivering underneath Pinkie's incredibly warm body, the heat of the moment making all three of them nearly drenched in sweat. Vinyl grunted with one final thrust before pulling out. She adusted Lily's shaft so it was plastered inbetween her own sac and Pinkie's twitching womanhood. The shining head of her cock poked out just through Pinkie's bush as Vinyl rubbed her slit up and down all six inches of it... Meanwhile, her hand stroked her own member quickly, building up to something big.

"C'mon, Lily!" Vinyl gasped. "Cover this pink bitch with our jizz!"

"Do it! Come on guys!" Pinkie urged. Laying her full weight on Lily's chest, Pinkie ground her hips against the other side of Lily's cock, doubling the pleasure.

"CUMMING!"

"HNN!"

"AAAHNN!"

All three women reached their peak at exactly the same time, grunting and panting as they spurted, gushed, or oozed their respective liquids all over. Vinyl's had to have been the most impressive... Lily could feel her testicles contract as they pumped hot strands all over Pinkie's front. One in particular even arced perfectly over Pinkie Pie's shoulder and into Lily's open mouth, making her choke at the sudden, salty invasion. She managed to swallow, but it cut off her scream prematurely.

In the aftermath, Vinyl collapsed off to the side, her chest rising and falling smoothly. Pinkie rolled off to the other side of Lily, groaning as she fell onto her cum-speckled stomach. Lily remained where she was, ringed on both sides by a DJ and a party fiend. Chest rising and falling smoothly, Lily relaxed, feeling pleasantly warm, and dare she say, just a little... Dirty. The good kind of dirty. The kind that would give her pleasant memories for years to come... Vinyl groaned and scooted up until she was pressed to Lily's side, her thick lips giving the panting changeling a wet kiss on the cheek as she pressed close. Pinkie Pie mirrored her, though her kiss was directed to Lily's neck. And they didn't stop.

"Pinkie..." Lily groaned, writhing slightly. "Stoppit... I think I'm AAH!" Two hands, one from Vinyl and one from Pinkie, fell to her crotch. She wasn't sure which was which, but one fell to her wet slit, hidden between her slick thighs, and another wrapped around her still-twitching member. They worked together, bringing the panting woman into another state of shameless arousal. "O-okay! Okay!" She panted, squirming more. "Not done! Not done!"

"Good! I just got an idea. Vinyl, lay on your back. Lily, straddle her juuuuuust below her tits... There you go. Now, if I put Vinyl here..." Pinkie, Vinyl, and Lily adjusted at Pinkie's direction, just as Pinkie straddled Viny's waist. Her hands guided Vinyl's still-ready cock against the dark spot buried inbetween her jiggly butt-cheeks... By how slow she was moving downards, Lily could only guess where it was going. Sure enough, once she had enough of it in, her hand slid around to her front to peel her dripping slip apart.

"Now you go in here, Lily... Double-cock pleasure!" Pinkie grinned in a devious sort of way, and Lily couldn't help but mirror her as she slowly waddled forward. Guiding her thick head inside, Lily speared a shuddering Pinkie Pie on her shaft while she dropped her hips to glide Vinyl deeper into her tight pucker. "Ooh yesssssss..." She drew that last syllable out into a hiss, her eyes fluttering as the pleasure gripped her. "Now THIS... This is... Ngh... Good..."

"F-fuck... How do you stay so... Haaahh... Tight..." Lily panted.

"One can only guess. Hey, Lily, relax. Pinkie, see if you can't put your fingers inside me..." Vinyl groaned beneath both women, her sturdy frame easily giving them the ideal base.

"Kay..." Pinkie groaned, her hand disappearing behind her back. As Vinyl said the word 'relax,' Lily felt her fingers slide inbetween her cheeks, prodding the bottom of her crotch. Lily shuddered as she felt the pressure slowly build more and more, until something gave...

"Kaahh!"

"Ooh! That was a SUPER cute noise! Vinyl, do it again!"

"AAHN!"

"Heeheehee! Lily, your face gets all screwed up when she does that. Keep it up, DJ! Here, let me get in on it!"

"Augh!" Vinyl gasped this time, flexing underneath Lily.

"Ooohh, so wet and slippery! Alright, guys... Fuck me!" Lily shuddered, but involuntarily pushed her hips forward. She felt the underside of her cock bump against Vinyl's through the thin layer of flesh parting Pinkie Pie's ass and her pussy, the pressure vague but not unwelcome... Vinyl lifted her hips smoothly, and both women firmly buried inside the bouncing, energetic woman's holes.

"Oooooohh fuck..." Pinkie groaned, flexing a few times, milking both rods inside of herself. There was only one hole that wasn't filled... And that was Vinyl's ass... In light of the intense sensations pulsing through all three parties, it really wasn't an issue. Lily thrusted deep and smooth, pulling out as Vinyl went in... Pinkie fell into the rhythm, all three women working together towards one more epic orgasm.

"C-close..." Vinyl grunted softly.

"Same." Lily panted quickly, her skin feeling sweaty and cool.

"Inside! Please!" Pinkie Pie panted. "Spurt that yummy cum all over my insides! Do it, girls! Come on!" Her shrill cries of pleasure were louder even than the shifted changeling's, than the gifted DJ's...

"AAAAAUGH! FUCK!" Vinyl gave in first. Lily teetered on the brink, but it was too much to hold back from.

"SSSSSSSSSSSSSSHHHIIIIIIIIITT!"

"AUGH! FUCK YEAH!"

Consciousness fled as Lily gave in to the darkness, shifting her penis away and falling to the side. The last vision she got was Pinkie's abused holes, both of them oozing creamy spunk as she fell the other way... Eyes closed, sleep took her then...

"Ngh... Ffuck..." Lily groaned, one hand raising immediately to her head. She fought to make sense of the blurry scene her eyes were feeding her, the subtle, muted tones of pink flesh and a dark blue comforter slowly came into flesh. A shock of pink, a lighter shade of blue... The golden rays of sunlight lancing into the room... Lily blinked a few more times as the scene finally made itself clear.

"Shit..." She moaned, looking over the three prone bodies on the sticky sheets. The smell of sex permeated the air, hung rich and heavy in the early-morning haze. It was an erotic scent, the kind that made last night's memories flood back. She couldn't help but grin at the sight of Vinyl's flaccid member, which had mere hours ago been granting her every sexual desire... Pinkie stirred, muttered something about confetti, and returned to sleep. Vinyl was out cold, snoring slightly. One hand lay on her stomach, the other curled limply in the sheets...

Warmth, both physical and a sort of emotional, flowed into Lily's chest. She curled up in a ball, smiling slighlty, as she waited for the other two to wake up...

No way in hell she was cleaning this mess on her own.

------------- Notes from the Author -------------

I feel like I lost some readers with the Zecora chapter. Undoubtedly, I've lost some with this one as well.

The request was pretty far out there, though definitely not the craziest I've had to date. I wouldn't say I was uncomfortable writing it, though... Futa is actually one of my own personal fetishes. Sexy chick with a big rack, curvy butt, and a slick pussy? Loyal likes. Give her a dick, and not have some big, ugly, sweaty, hairy guy involved? Awesome.

Anywho. I hope you guys enjoyed.

Admittedly, I'm rushing through these about as fast as I can... I want to get on with the rest of the story, and already have half of the ending planned out. It seems, though, that each request inbetween here and now only carries me further and further away from the story.

Please. I implore the reader. If you've made it this far, don't give up on me yet. There's some really good stuff in the chapters coming up. Just a few more requests (I've shortened the list by 2) and I'll be writing the finale. I thank all my requestees for their understanding. And I apologize that my heart hasn't been in the last few chapters.

In short, guys... Hang in there. It's always darkest before the dawn.

And what a glorious and radiant dawn it will be.

Burying the Hatchet

------------- Request Chapter: Applejack -------------

The following takes place three years before "Hot for Teacher," approximately one year after "Blue Skies" and six months before "Mountain of a Man"

Another typical night, another fare, another satisfied customer, Lily stretched in the early morning with a soft groan. Her customer last night had been surprisingly gentle and loving. It was a good night full of passion and tenderness, and left Lily feeling delightfully refreshed and happy. She returned to her own room for a shower and a change of clothes before joining the other girls for breakfast.

"G'mornin, Lily!" Brenda seemed awfully happy to see her, dropping her paper to give her a gentle hug. Lily returned it with a smile.

"You seem awfully happy today. Have a good night last night?"

"Absolutely horrible!" She bubbled, way too cheery for such a statement. Lily blinked.

"Uum..."

"That's why I'm happy it's over. Aaaand, the guy sort of got what he deserved. Jason took care of him." Smiling, Lily gave her friend another hug, followed by a quick kiss on her cheek.

"I'm sorry you had to deal with that. I don't mean to brag, but I almost wish you would have got the guy I did last night." She smiled as Brenda picked the paper back up.

"Tell me, I'm enthused." She grumbled, her tone now matching her mood.

"Later, when you're not so busy with the obituaries. I swear, I don't know why you read those things. I know you've got a lot of friends in the guard back home, but don't you think it's kind of grim?" Brenda glanced up before beckoning Lily over.

"Look, here's another. I went to school with him." She muttered. Apparently, there was some sort of conflict happening in Stalliongrad with the chimeras to their north. The guard there was engaged in skirmishes, with a few casualties here and there. But what caught Lily's attention was not the world events, but another section of the obituaries.

"May I?" She asked, taking the paper when Brenda handed it to her. Ponyville was a fairly small town, and didn't make obituaries every day. It wasn't the first name, but the last that drew her eye.

Gina Smith-Lee Apple- 127 Passed in her home outside of Ponyville from natural causes on May 14th. She is survived by her three grandchildren, Macintosh, Applejack, and Applebloom. Service to be held in her home, any and all friends, acquaintances, and well-wishers are welcome to visit, service begins at 3 P.M. on Saturday, May 18th.

That was it. The short article was the only one in the Ponyville section, and Lily was struck with realization when she read the three relative's names.

"Oh no..." She whispered.

"What?" Brenda and Maggie asked at the same time. Lily looked up, fighting tears as she handed the article to Maggie. The seemingly elderly woman read the short snippet, and heaved a sigh as Brenda followed after.

"Did you know her?" Brenda asked, looking up at the two of them.

"I did. Pretty well, too..." Maggie said softly. Her eyes, however, remained dry. Lily wiped tears from her cheeks. "Hey, don't be doin' any of that, now. Come on." She said, pulling Lily into a soft embrace. "Said she died of natural causes, right? It was just her time. These things happen. You of all people should know that." Maggie rubbed her back with a kind smile, the type of worldly grin that told Lily this woman knew better than to be sad. "Look at it this way: You get to go see Twilight and the others again, always a plus, and we get to celebrate the life of the hardest-working, tough-as-nails, greatest cider brewer in all of Equestria."

"So we're going?" Lily sniffed.

"O' course we're going, silly. Sheesh." Maggie slapped her stomach with the back of her hand playfully. "Go pack your things, I'll go check train tickets and talk to Miralee... No, Brenda, think you can hold the place down for a few days?" She asked, turning to Brenda. The woman looked shocked, but offered a slight nod.

"Y-yeah... Of course! I mean, I won't have to do a lot of paperwork or anything, will I?" She asked. Maggie shook her head.

"Just handle tonight, and maybe tomorrow night, then give them a 2-day break. I should be back after that. Dunno if Lily will stay any longer or not." She smiled at Lily knowingly, making the sniffling girl chuckle and wipe her nose on a napkin.

"I'm gonna go pack." Lily said, hugging Maggie.

"I'll come get you when we're ready to leave." She said, hugging Lily back. "I know we're going for a funeral, but you never know who might want to let off some steam. Keep that in mind, okay?" Maggi said with an arched eyebrow. The way she said it didn't even really seem inappropriate... It made sense, to Lily... Depressed, maybe angry, who wouldn't want a nice, rough night in bed? Or maybe a tender pair of arms and some knowing lips to distract them, give them solace... She packed the typical funeral garb, black dress and all that, but also a few... Other things... Maggie knocked on the front door to her apartment about fifteen minutes later, smiling when Lily answered suitcase in-hand.

"We leave in an hour, gotta get down to the train station fast." Lily went to move past Maggie, but was stopped by a hand on her shoulder. "Wait for it..." Maggie said, turning an ear into Lily's apartment.

"What-" The phone rang and Maggie grinned as Lily heaved a sigh and went back to answer it. "Devious old coot." She teased before picking up the reciever. "This is Lily."

"Hey, Lily... Twilight." She smiled at the familiar voice, turning to see Maggie take her suitcase down the stairs.

"Hey, Maggie and I just read the obituary... How is Applejack?" There was a moment of silence from the other end.

"She's okay... It's Applebloom who's taking it hard. I... I didn't think you'd be concerned, to be honest..." Twilight said softly. Lily smiled.

"Of course I'm concerned for her... I mean, Applejack has never been too happy with me... And that whole fiasco with Rarity and Nyralith didn't help, either... But maybe this is a chance to make things right, show her how much I care..." There was an audible sigh from the other end of the phone.

"Just... Be careful, okay? Applejack's never been known for her long fuse, or a soft punch from what I hear. Thank you for coming, by the way... You and Maggie can stay here, if you'd like..."

"Thanks, Twilight, but Maggie still owns those apartments. I think we'll end up staying there one way or another... I am looking forward to seeing you again."

"Same here... I'll see you tonight?"

"Definitely. Bye, Twi." They hung up and Lily left her apartment, waving goodbye to Brenda before walking out the front. Maggie was waiting next to a taxi with a smile. They slid in, and took off...

"Hey Twilight!" Lily smiled at the purple-haired magi, waiting for them on the platform once the train arrived.

"I know you aren't staying with me, but I figured you'd at least want to see a familiar face. And I can give you a ride to the apartments." The two shared a hug on the platform with Maggie in tow, who was surprised to recieve her own hug from Twilight Sparkle. "You knew Granny Smith, didn't you?"

"Uuh, yeah... Not very well, mind you, but we talked sometimes... I knew Applebloom better... I used to talk to the kids at school about drugs now and then..." Lily quirked an eyebrow.

"Really?" Twilight asked, her own face slightly puzzled.

"Yeah... I mean, my story and everything... Applebloom was the only one out of all the kids to walk up to me, put her tiny little hand on my arm, and tell me she was sorry for my pain." Maggie smiled in the kindly, world-wise sort of way she had a knack for doing... "We'd talk if I ever spotted her walking home after school. Good kid, but I haven't seen her in years. What is she, eighteen now?" Twilight nodded in disbelief.

"Wow, she really is... Holy crap, I hadn't realized..." She muttered. "Plenty of time to catch up later. Come on, let's get you settled. That train ride is murder..." Twilight led them to her car, parked outside the station.

"New purchase?" Lily asked, quirking an eyebrow.

"Actually, yeah... Hard to save up when you're a librarian... But I got some research published, and the extra cash let me put a down payment on this baby." She rubbed her hand over the hood of the car with a wide smile as Lily and Maggie hoisted suitcases into the trunk. Published research, eh? Well, she WAS the Princess' star pupil... Most magi didn't earn that title without being good at what they did. She let Maggie take shotgun while she slid in behind her, smiling out of the passenger-side window at the familiar sights of Ponyville.

"How long has it been since you've been back?" Maggie asked. Lily had to think hard on that point... How long HAD it been?

"Too long..." Was all Lily could think of saying, watching the library roll past. She caught sight of candles burning in Twilight's room, three stories up inside the massive tree-like library. Twilight turned down the main avenue, driving slow so the two could enjoy familiar sights and faces. They even pulled over to chat with Rarity, who was walking down the street.

"Oh! Lily! I suppose you're here for the funeral?" She asked. Her usually stunning, stylish clothes were somewhat more... Muted... Lily nodded sadly, leaning out of the open window. "Nyra and I are busy helping with some of the preparations... Just to take the load off of Applejack, you know... I'll see you around? I'm sorry, I must get going, I'm late for dinner." They shared an awkward, brief hug before driving off. Was it just her, or did Twilight purposefully not say anything to Rarity? She was going to ask when they pulled into the apartments, Twilight curtly popping the trunk and sliding out. Lily let her unload the suitcases with a wave of her glowing hand before giving her a warm hug.

"Twilight, is everything okay?" She asked softly. Twilight glanced back down the street where they had spoken with Rarity.

"I'll tell you more tomorrow morning, okay?" Twilight returned, giving Lily a look that only made her more curious. Was that... Distaste? Giving Maggie her own brief hug, Twilight slipped into the car and gave Lily a soft, muted wave goodbye before leaving them in the parking lot. Lily watched her go, curious what was happening with the beautiful, troubled Magi.

"Come on," Maggie gently pulled her arm. "Let's go get settled. You need a hot shower and some sleep, girlie." Lily followed Maggie as they entered the management office. The manager Maggie had appointed was a well-built guy with a gruff tone who happily handed them over keys to their old apartments. Just like last time she had visited, she was given the key to her old studio apartment. Everything was still in place as she entered, but it had all been kept remarkably clean and dust-free... Either Maggie wanted Lily to have a place to stay whenever she came to Ponyville, or they were catering to the next female who would live here. Much to her dismay, though, the pack she had trekked through the Everfree Forest with was gone, along with all of her old clothes. Still, all the furniture was the same, and she was thankful for that. It all felt like home. One shower and shave later, she was refreshed from the long train ride and happy to be in some comfortable pajamas. Stretching out on the comfortable bed, she fell asleep to blissful silence.

The next morning dawned slightly chill, but with the promise of more warmth. The day of the funeral, Lily slowly dressed in a knee-lenth black dress that covered her shoulders and back, not her typical fare, but the way it hugged her hips felt comforting and reassuring... She slid into sheer black leggings and comfortable black dress shoes, meeting a similarly-dressed Maggie outside of her old apartment.

"We have some time before the ceremony, but I figured you might want to catch up with old friends beforehand." Maggie said, pulling on a wide-brimmed hat as they stepped onto the bright, warming street. "And I want to speak with the Apples, myself... I have a lot to catch up with. There's sure to be some old friends for me to catch up with, as well..." They joined arms and walked down the road to Rarity's, gently knocking on the door. Rarity herself answered with a sad smile, welcoming them inside.

"I don't think we've met, have we?" Rarity asked, extending a hand to Maggie. She took it gracefully, and introductions were passed along. Spotting Nyralith in the next room, Lily left the two to chat while she went to go speak with her fellow changeling.

"Nyralith." She said curtly, smiling as the tall, slender woman turned around to her.

"Liliana." There was a moment of silence and awkwardness between them before Nyralith wrapped Lily in a warm hug. "Things are tough..." She said softly.

"Tell me about it... Everyone seems so tense..." Lily muttered, holding her friend close.

"You don't know the half of it... It ooks like the wielders of harmony are slowly coming apart. Rarity has hardly spoken to anyone aside from Fluttershy and Rainbow Dash for months... Twilight stopped by the other day to pick up some fabric to refurbish a velvet-lined book, and they handled the entire transaction without a single word. To be honest, Lily, I'm worried..." Nyra wasn't the kind to worry. If at all. Lily frowned at her and glanced back at Maggie and Rarity, happily chatting about the old days in Ponyville.

"How are you two getting along, by the way?" Lily asked, returning her gaze back to Nyra, who proudly flaunted an elegant diamond ring. "No way, really?" She asked, taking Nyra's hand in her own, admiring the craftsmanship.

"We just did a small thing with the mayor, Rarity, and I... Only our friends know. It was small, intimate, happy... After the whole fiasco last time, we didn't think anyone would take us seriously. And besides, we all know I'd have been the one to wear the tux." Laughing, Lily and Nyra were soon joined by the other two.

"Oh, so she told you?" Rarity showcased her own ring with a wide smile, and Lily couldn't help but admire them both. "We would have called, but the whole thing happened rather suddenly. I'm sorry we didn't let you know sooner, Lily." She pouted. Lily just teased her with a gentle pat and a smile.

"Either way, I'm happy for you two."

"We owe it to you, really..." Nyra said with a shy smile to her mate. Rarity returned it with a slight blush. "If you hadn't exposed me when you did, we'd have lived a lie for who-knows-how-long... Aside from the... You know... We never really thanked you." The memory of that unique threesome left Lily with a light blush and a warm smile. Maggie looked between all three of them, curiosity plaguing the expression she wore.

"Okay, someone's going to have to explain what happened, because now I'm interested." They all shared a laugh and settled down in the nearby sitting room. As time passed, a few more friends joined them, including Fluttershy and Rainbow Dash. Fluttershy gave a weak hello to Rarity before coming to talk with Lily, and Rainbow Dash seemed content to stand in the corner, talking quietly with whoever came her way. Lily wondered what was making all of them act so distant... It was so alien to her, not seeing the six friends be... Well, friendly. Now and then, though, she did see Flutterhy smile or Rarity share a look with Rainbow Dash, but there wasn't anything like the jovial conversation they would normally share, or at least stand with eachother.

It kept nagging at Lily, making her question what exactly was wrong. She caught up with Fluttershy, but nothing much had changed with the shy avian. Fluttershy was the unofficial vetrinarian for and game warden for Ponyville, keeping track of wounded animals and helping with pet births and the like. As far as Lily could tell, her work was lonely and sporadic, varying from fast-paced, hard work to long days with little to do. She was surprisingly knowlegable about animals, and very passionate to say the least. Lily was enthralled with a simple conversation about the differences between ground squirrels and tree squirrles. Fluttershy, when she opened up, could capture attention on the easiest of subjects.

"And when hibernation season comes around, they usually-" She stopped suddenly, perking up as if she heard something else. Aside from the muted mumbles of conversation going on around them, Lily couldn't hear anything. She glanced around, but everyone was absorbed in their own groups of twos or threes... "Come on." Fluttershy said, taking her hand and leading her towards the door. "They're ready for us." Quirking an eyebrow, she saw Rarity leading Nyra and Maggie towards the door, and Rainbow Dash was bringing a few others with her. The rest of the gathered crowd followed them, suddenly quiet. Rarity, Fluttershy, and a flying Rainbow Dash led everyone down the road and out of town. The high sun overhead was warm but not hot, and a fresh breeze rustled the apple trees overhead, the leaves just now coming into bloom. The passing of one age into another... Winter was releasing it's hold on the land, giving way to spring day by day. As the procession turned down Sweet Apple lane, a small group of friends was waiting for them. Twilight Sparkle and Applejack were waiting with Big Mac and a sad-looking Applebloom, and they turned at the front to join everyone. Applejack shared a brave smile, but remained just as silent as the rest of them.

Thankful she hadn't been spotted, Lily was able to stay off to the side as they arrived at the home. Twilight quietly told everyone they were welcome to view the body and talk before the ceremony, which would be taking place in an hour or so. Maggie patted Lily's arm and went to go see Granny Smith with Applebloom at her side, while Lily tried her hardest to stay away from Applejack, still afraid of the sturdy woman's anger with her. Just once, though, she could have sworn she caught a fiery glare from the freckled farm worker, making her throat tighten as she vanished into the small crowd. Deciding then was a better time than never to view the body, she slipped inside the home, feeling awkward in the warm surroundings. The living room had been rearranged and set out with a few rows of chairs, and in front of them was the deceased. Approaching, Lily saw the woman appeared just as happy as ever. The well-worn wrinkles in her face were turned up in a smile, and her hands were clasped around a fresh branch of newly-budding apple flowers. It was all so... Serene. A sense of sadness at the loss of someone great, but a sense of happiness at a long-lived life crashed within her, and she felt a single tear slide down her cheek. It was followed by another, and another after that... Soon, she was sniffling and wiping her cheeks as a shaky hand rose to brush her fingertips over the back of the wrinkled hand.

"Don't." She froze, hand halfway between it's destination and her side. Turning slowly, she saw Applejack and Big Mac standing side-by-side in the doorway, the latter fixing her with a fiery glare. Macintosh had his big arms crossed, his cold stare a stark contrast to the look that might have set Lily on fire if Applejack were a magi... Lily opened her mouth to speak, but couldn't find words. All she had were tears. "And quit yer cryin'. Ah don't want your fake tears in this house."

"Applejack!" Twilight spoke from behind the two, suddenly mounting the steps to the patio. The two friends turned to eachother, and when Lily thought a loud argument would have taken place, an intense staring contest started instead. Lily watched the tense atmosphere, wondering what was happening. Everyone had been doing this, all six of them... With the exception of Pinkie Pie, who was mysteriously absent. Lily was somewhat thankful such a bubbly personality wasn't here, but at the same time missed the furry, happy woman. A break in the still are as Applejack hung her head, turning back to Lily.

"Twilight's right, Lily..." She muttered softly. "We need to have a talk, you an' I. About a lot of things. Not right now, we're about to start." Lily was so confused... Twilight was right about what? What was happening? "Applebloom is goin' to Manehattan with Rarity an' Nyra tomorrow, and Mac's got business in Appleoosa. Cin you come by tomorrow?" She glanced over her shoulder at Twilight, Rainbow Dash, Fluttershy, and Rarity, who had all gathered in the house behind her. It seemed like some silent words had been exchanged as they all nodded in turn, Rainbow Dash turning to respectfully tell everyone they were beginning. Lily went to leave, but was stopped by a strong hand around her wrist. She looked up at Applejack.

"What-"

"Sit here." She said, pulling Lily into a chair halfway up the small, thin aisle. Confused and more than a little flustered, Lily sat down and watched Big Mac take up two chairs at the front, Applebloom next to him, and Applejack on the other side. As soon as all the seats had been taken, others began to fill in the open spaces on the other side, at the back, and somehow they managed to fit everyone at least moderately comfortably. Twilight Sparkle stood at the front, next to Granny Smith's peaceful, prone body surrounded by flowers. Softly clearing her throat, she began.

"Gina Smith-Lee Apple lived to be one hundred twenty-seven years, four months, six days, and fourteen seconds. She was married to Bruce Smith at age twenty-seven, and birthed one daughter at age thirty-two named Michelle Smith. Her daughter married to Wayne Apple and gave birth to her three surviving grandchildren, Macintosh, Applejack, and Applebloom. Granny Smith, as she was affectionately known by her friends and family, was an honest, hard-working and strong woman with a profound knowlege and some rather strange personality quirks. However, her hard work yielded what is probably the most strange and admittedly delicious apple crops across all of Equestria. A life of labor and love for her family led Granny Smith into the hearts of many people, and all she met were better for her caring words and kind actions, no matter how strange or far-fetched they may have seemed at the time.

"I can say beyond a shadow of a doubt Granny Smith has found her way into the hearts and minds of everyone present in one form or another, through kind words or full stomachs. She was a talented baker, knowlegable about all manner of plants and animals, and more than experienced in matters of the heart. Her profound wisdom has helped her family through hard harvests, long winters, and tough times in equal measure. We come here today not to mourn her passing, but to celebrate her life. Sad as we are to see her go, I know I personally am a better person for having known her. I'm happy to share in my memories, and I know I'm going to remember her fondly for the rest of my days." Twilight Sparkle spoke bold and loud for all to hear, her lips always curved in a smile at rememberance as she delivered the eulogy.

She laid a hand on Big Mac's shoulder as she passed, the big man giving a curt not with a set jaw. Lily could see the muscles in his neck flex with the effort of clenching his teeth. Applejack stood up, resting a hand on Granny Smith's before leaving the living room. Applebloom followed suit with an audible sniff, and once Big Mac stood, Lily noticed everyone started to slowly file out. She followed them, watching as they made an aisle leading from the patio to a nearby grave dug at the foot of a very large apple tree near the front of the home. Lily stood in silence, a gentle breeze pulling her hair off her shoulders as Big Mac gingerly carried Granny Smith's body from the home. Slowly, as gentle as Lily had ever seen anyone handle anything, he walked inbetween the two rows of people with tears in their eyes. Lily felt her own build up at the quiet tension, the sound of even the big man's footsteps muffled and so low she couldn't hear it. Just as Big Mac approached the grave, he stopped just at the edge of the opening.

A faint breeze rippled through the trees, a cadence of rustling leaves rose above them all, carried on a gentle breeze. A soft, warm glow enveloped the form of Granny Smith, lifting the slender, fragile frame out of the big man's arms. The golden, magical embrace emenated outwards, carrying a wave of relief and fulfillment through everyone that had gathered. Lily watched the woman's form slowly descend into the ground, laying happily in the earth she had tended to all these long years of her life. Slowly, the hole was filled until it was flat with the earth around it, and new grass budded in the fresh earth, growing before their very eyes. Gentle glimmers of golden magic lifted from the earth, made everyone watch as they floated gently into the air. The sun sank low over the horizon, the sky painted a crimson color that matched the brilliant display of tender affection. The clouds were streaked with gold, curling outwards from the setting ball of fiery warmth like open arms welcoming Granny Smith's soul into their embrace.

"Lily." Applejack breathed, opening the door the next evening. Offering a warm smile, Lily stood on her patio with arms clasped behind her back, feeling slightly out-of-place in the quiet home's threshold after such a somber event the other day. The reception had been a wonderful ordeal, everyone sharing stories and laughs at a life well-lived. From all Lily learned chatting with others, she was saddened that she hadn't known the wonderful woman more. Still, there was much talking and good food to go around, and she caught up with Rainbow Dash, Twilight, and even Pinkie Pie. That had been an interesting conversation... Lily had recieved applications, letters, and even requests in person to work at Maggie's... But never had she had anyone ask for an audition on the spot, or at least in the nearby broom closet. Memories of her last time with Pinkie caused her to legitimately consider the offer. But given the reason they were gathered, even Lily wouldn't go that far. She gave Pinkie her number and asked her to call in a week or two, blushing furiously as she got a very pointed rub to the front of her dress as Pinkie bounced away.

"Come on in," Applejack said, turning around and walking back into her home. Lily followed awkwardly, closing the door behind her. "Ah've been talkin' with th' others... Twi seems to think you've got a heart of gold, Dash is happy with yeh, and even Fluttershy, who I'd imagine would be more reluctant ta see ya than ah am, seems awfully smitten." Applejack turned around, fists on her hips. "I hafta ask, what is it mah friends see in you that ah don't?" She looked Lily up and down pointedly, her full lips turned into a frown. "Yer heartless, loose, and dishonest. Yeh used all six of us in the worst kind of way, but they all love you. Even Rarity thinks you're so nice, even after her weddin'." She huffed and shook her head, looking at the floor for a moment before fixing Lily's eyes with her own brilliant, emerald-green gaze. "Ah jus' don't get it..."

"I don't know what to say, Applejack..." Lily said meekly, feeling sad that this woman was doing such a good job at pointing out all her flaws. Applejack had to be unhappy that she, out of the others, had been taken in the same home she shared with her family... By a lying, dishonest, shifted changeling.

"Yeh can start by sayin' the truth." She said. "Answer my questions, an' maybe I'll not be s' damn bitter... C'mon. Want somethin' ta drink?"

"Water..." Lily said meekly, wondering exactly what questions Applejack had in store for her. The farm woman shrugged and poured her a glass of water, taking a different glass and pouring herself a healthy dose of what appeared to be apple cider. The acrid sting of alcohol hit her nose even from this distance, and Applejack led her into the living room that had been re-arranged with a couch and some comfortable-looking chairs. Taking one of the recliners, Applejack gestured to the couch, where Lily sat, staring at the ice in her glass with a frown.

"So." Applejack said, rocking back and forth in the chair gently, her legs crossed. "Which number was I?"

"Three."

"Who came before me?"

"Fluttershy was first, then Rarity."

"How was miss priss in bed?" Applejack asked with a smile. Lily looked up with a blush. Not usually her place to talk about other's performace in the sack.

"Uuh..."

"You can tell me, sugar." Applejack said with a smile, switching legs. "Rarity and I are a lot closer than you think."

"Really?" Lily asked with raised eyebrows. "I always thought you were... You know... Into guys..."

"Oh, don't get me wrong, sugar. I like it nice and rough, and men are th' easiest way to git that done. But ah ain't sayin there aren't a few girls out there who know how to ride."

"Now I KNOW you're lying... No way in hell Rarity's rough at all." Applejack just grinned in response. "We... Used a strapon." Applejack's smile widened as she took a sip of cider.

"An' Fluttershy? I mean, I was there the second time after poker night, but... What about the first time?" Lily smiled in rememberance and crossed her legs.

"She actually came on to me. Woke me up and came in to cuddle. She was a lot more serious than I was..."

"Kinda opposite ta whatchya did with me, huhn?" Applejack asked with a smile. "Didn't fuck aroun' gettin' to the point back in the kitchen, didja?" She took a bigger sip of alcohol, grimacing slightly before gesturing. "Tell me about th' others."

"Well... Dash was next..." Applejack raised a hand, cutting her off.

"You changed for her, didn't you?" She asked, curving an eyebrow. "An' for Rarity, too... Shoot, I forgot to ask. Show me who you used for them." Lily quirked an eyebrow but didn't object before shifting first into Samantha Sunrunner, the busty, blonde-haired avian. Applejack slapped an arm onto the recliner with a laugh.

"A-hah! I knew it! Ah knew I'd seen ya before. Rarity brought you ta poker night the day before ah met Liam!" She grinned and chuckled, taking another hearty swig. "Clever of ya, I hafta say. Go on, show me Dash's..." Obligingly, Lily shifted into Dancer, the slender, toned avian with a flat chest and dark hair. Applejack scrunched her nose up. "Ah cin see why Dash would like that. Too scrawny fer mah tastes. Go on, show me who ya used for Pinkie Pie." Lily swallowed hard.

"Uuh, about that one..." She said, squirming slightly. She had opted to wear a tight-fitting skirt, with not a whole lot of room in the front. "You might see something you won't like." Applejack just gestured. Sighing, Lily shifted into Miranda, the one-time partygoer she had gone as, with a little extra fun in the front. Applejack grew pale when she saw the bulge.

"Oh Pinkie Pie, you sick little... Hurry up an' show me Twilight's." Lily was thankful that awkward moment was over with as she quickly shifted into Tobias, taking a little extra time to change her clothes as well. The slender, long-haired magi was one of her favorites, and she felt right at home in his body. Applejack pointedly looked her up and down. "Too short." She said softly. "And yer hair's too long... Yup, I gotta say, Liam was my favorite." She tossed back the remainder of her drink with a sigh. Lily shifted to her regular form, sipping her water with a slightly embarrassed blush. "Th' others agree, you've told the truth. Ah appreciate honesty, even if it's after the fact."

"Wait, how do the others know I was telling the truth?" Lily asked, suddenly realizing Applejack had occasionally been staring off into the distance. "What's going on, all six of you have been acting wierd lately..." She said, looking around, listening for another presence in the house.

"Look, it's mighty complicated, and ah sure as shoot don't understand it all. Twilight could explain it better, but the reason all of us haven't been talkin' to eachother is 'cause there ain't no need to. Twilight did some fancy bit of magic or something or other, and now whenever I just feel, like, inside o' me, I can feel them, too. Their thoughts and emotions. It's better than talkin', sweetheart. Like, way better. Not only cin ah hear what they're sayin', but ah can FEEL it... They can't fake emotion like that. There is no lyin' between the six of us anymore. We've been 'talking' more than ever before." That would explain it. Lily wondered at the magic the elements of harmony really had, if they were able to link together like that... Sweet Apple Acres was a decent spot removed from Ponyville, they had to be a ways away. Rarity was on her way to Manehattan, even! No way...

"Can you... Feel Rarity right now?" Lily asked softly, curious.

"Jes' as strong as ever. She's halfway to Manehattan, and Applebloom's asleep in the backseat. Nyra can't pick th' right music." Applejack said. "Fluttershy went to sleep about an hour ago, she has an early day tomorrow. Dash is workin' on kicking out a storm over Trottingham, Twi's takin' a shower right now, and Pinkie's in the middle of pulling something good out of the oven. Not sure wha- Oh, it's a pie. Heh. Apple." She smiled and stood up to refill her glass, returning with a second that she handed off to Lily. Grimacing at the bitter drink, Lily was surprised at the sweet aftertaste once the sting of the potent alcohol had passed.

"This stuff's good!" Lily said, grinning up at Applejack. She got a smile, probably one of the first, as Applejack took a new seat at the other end of the couch. Lily still wasn't feeling all that comfortable around her, even though Applejack appeared happier than she had been at the funeral. She seemed to have a permanent grin on her face, though that could eaisly have been the alcohol.

"Specially made by none other than yours truly. Granny showed me how long ago, when I was fit to start drinkin'. Helps the long winters pass a little easier, and makes harvestin' a breeze. Dulls the pain in your legs, ya see." She punctuated with a healthy sip. "Now, ah'm not so sure yer still worth turnin' my back to, and it's too late to be sendin' you on home alone. So yer stayin' here tonight, and sleepin' where ah can see ya." She said, kicking a bare foot up onto the table, wiggling her toes a little. Lily swallowed another sip and gestured with her glass.

"I understand. Want me to sleep down here, or-"

"Mah bed." Applejack cut her off curtly. Lily looked up at her with wide eyes. "Ah said yer sleepin' where ah cin see ya. An' ah ain't sleepin' down here. So when y'all get tired, come on upstairs. Iffen yeh need P.J.'s..." Applejack's eyes slid up Lily's form slowly. "Well, yer fucked, then." Lily swallowed past the lump forming in her throat. This time yesterday, she had been afraid of Applejack punching her lights out. Now, she was going to share a bed with the short-tempered farmgirl? Lily prayed the alcohol wasn't giving Applejack funny ideas... Then again, that wouldn't necessarily be a bad thing, would it? Remembering Maggie's words about either a rough night or some arms to flee to for solace, she just gave a slight nod. Applejack asked a question that took Lily off-guard.

"Y'all listen to country at all?" She asked, sitting up. Lily quirked an eyebrow.

"Country? Oh! You mean music... I like songs with a fiddle..." She said softly. In the few years she had had in Canterlot, her talent with the violin had improved, and a fiddle was essentially a shorter violin... Applejack stood and rooted around in a nearby closet, pulling out a few odds and ends before she fished up two cases, one black and one brown. She set the smaller black case on the table in front of Lily and proceeded to extract a beautiful acoustic guitar from the other. Lily opened her case to a finely-crafted and well-worn fiddle. "I never figured you for the sort to play," Lily said, gently picking up the fiddle and checking it for tone. Satisfied with a few quarter-turns, Lily drew the bow out, tightened the nut, and drew the hair across the strings smoothly. No sound escaped, and she cursed herself for forgetting to rosin the bow. "Damnit..." She mumbled, searching for the cube of rosin. Finding it, she powdered the hair and experimentally drew the bow across the strings, satisfied at the high-pitched, melodic wail that it emitted.

"An' I never figgered you'd be the type to play music at all..." Applejack said, steadying the guitar on her knee. She plucked a few strings, turned the tuning knob, plucked some more, then settled into an easy tune with slow, easy chords. Lily recognized it as a standard played on the radio these days, and remembered the beat well. She followed along, matching Applejack's beat that she tapped out with her bare foot. She was surprised, however, when Applejack started singing. Her voice was a delightfully low, gravelly alto that matched the song almost perfectly, adding depth and vibrato to the strumming guitar. Taking over lead, Lily picked up the pace and let Applejack play the simple melody so she could focus on the words, her fiddle adding a dancing tune to the beat that even got her foot tapping. Applejack smiled and continued singing, joined by Lily who lent a light soprano to the chorus.

"Fluttershy loved that." Applejack said with a smile, flexing her fingers.

"I thought she was asleep...?" Lily asked, afraid to play another song now.

"She was, but she woke up to listen to us. Trust me, if she wanted to, she could shut it off for a bit, to get some sleep. Twilight turned it off just as soon as her shower was done, and Rarity needed to focus on the road, so she's out, too. Ah think... Yep, Dash turned it off a little into the song. She don't like country... It's jes you, me, Pinkie, and Fluttershy now. Well, you, me, an' Pinkie now..." She smiled and adjusted her pick, plucking a few more notes. "Wanna play one more?" She asked. Lily blinked.

"I think... I'm getting a little tired." Catching the hidden meaning, Applejack grinned and set her guitar down, standing so she could stretch.

"Jus' you an' me now. C'mon." She led the way as Lily loosed the nut and set the fiddle back in the case, happily following Applejack to the stairs. She got a nice view of Applejack's denim-clad rear swaying to and fro above her. They slipped into Applejack's room, and Lily smoothly undid the buttons do her blouse. Applejack slipped behind her, helping throw the buttons from the bottom as Lily worked from the top. They clashed on the last one, but Applejack quickly grasped the hem of her shirt, pulling hard to pop the button off. Flat, rough hands pressed to her stomach, caressing the smooth flesh while she felt Applejack's full lips bury through her red curls to press against her neck. Lily couldn't help but give a soft whimper.

"Aah..." She breathed, feeling Applejack's hands both rose and fell in tandem, pulling the front of her shirt open more and more... Teased the hem of her skirt, the underwire of her bra. "Y-you... DO like it rough..." She groaned, feeling her nails dig in softly.

"Jes a little. Won't be an issue for ya, will it?" Applejack teased, sliding her fingers down Lily's sides now.

"Ngh... N-not at all..." Suddenly, Lily was pushed face-first onto Applejack's bed, her face full of the thick pattern quilt. "MFF!" She groaned, looking back at Applejack, who was busy stripping her flannel shirt off. Underneath was the same tanned skin she remembered, the full breasts devoid of her usual, sturdy bra. Lily groaned and felt the heat fill her crotch, a slight tingle letting her know she was going to enjoy what was coming to her. Applejack pushed her jean shorts off, and was mysteriously lacking underwear on both fronts. Smoothly, her hands fell to Lily's thighs, teasing the hem of her skirt from the other end.

"Sorry, Lily, but comin' from the farm, I don't like to play around when I get serious." Applejack teased, running her hands over Lily's thighs, teasing from inside out. Lily shivered underneath her touch, eager to be rid of the last two bits of clothes she was wearing. Applejack handled that for her, quickly stripping both skirt and panties off in one fluid motion. Now completely bare and a little more than wet to boot, she laid face-first on Applejack's bed, ready for what she was sure was coming. She was not disappointed.

"NGH!" Applejack's fingers smoothly pushed into her wet walls. Wriggling around, three of them dug deeper and deeper, until Lily was sure they were touching parts of her that had seldom, if ever, been touched before. At least, not by fingers. "Ff... Fuck, Applejack!" Lily gasped, writhing underneath the firm, unyielding fingers. Applejack, relentless, pushed Lily's stomach into the bed with a rough hand on the small of her back.

"Ya like that, then?" She teased, smoothly pushing her fingers in and out, gliding just as deep as she had been going before. What's more, she started twisting them at the apex of her thrust, brushing over some VERY sensitive areas.

"AJ!" Lily gasped, using the pet name she had heard Applejack's friends use. "Go... Gonna cum!" Whimpering, her face screwed up, Lily couldn't hold back the torrent rushing forth. She felt her muscles clench in the throes of a viciously rough orgasm, pleasure coursing through her senses and making her whimper helplessly atop the thick quilt. Applejack grinned and wiggled her fingers against the flood of juices coursing forth, not necessarily spurting or gushing, just oozing and dripping all over the covers. Roughly, Applejack pulled her fingers out and rolled Lily over. Flushed, panting, Lily looked up at the dominating Applejack as she slowly lowered her nude body between Lily's legs.

"What-"

"Shush." Applejack said, her hot breath washing over Lily's shaved, damp pubis. "An' jes let me show yeh how it feels." Lily opened her mouth to ask what she meant, but was stopped as Applejack attacked her clitoris roughly. Why did EVERYTHING about this sultry, well-built farm woman have to muscular? Lily felt waves of pleasure crash through her once more, making her stomach and thighs twitch in time with the flicking tongue. Whimpering, groaning, and helplessly massaging her sore breasts, Lily was quickly brought to the edge of another orgasm. Making wet, sloppy noises, Applejack lapped up the juices that came forth and righted herself, chin dripping, over Lily's chest. She felt warm droplets of her own release dot her stomach and chest as Applejack made her way forward for a deep, tongue-filled kiss. Lily moaned into her lips, feeling the slippery wetness of her own arousal on those magnificent lips. Squirming slightly, Lily peered up at Applejack, her cheeks slightly flushed.

"Well, how'd ya like that, missy?" Applejack asked teasingly, slowly settling until her formidable weight was settled on top of Lily's prone, pleasured form. Lily honestly didn't mind. To her, it seemed rather... Comfortable.

"That was... Wow..." Lily panted, raising a hand to stroke through Applejack's luxuriously long blonde hair. Applejack chuckled and kissed Lily's neck, swinging a leg out until they were somewhat scissored together. With a smooth, gentle motion, Applejack started grinding her hips down against Lily. "I suppose I owe you, huhn?" Lily teased, smiling up at Applejack with a devious look.

"Damn right ya do. How do yeh wanna do it? Me on top, on bottom, or maybe yeh wanna take the wheel an' steer? Jes remember." Applejack leaned in to whisper tantalizingly in Lily's ear. "Ah like it rough." That sultry, low country voice made Lily heat up just listening to her. She wondered how differently Applejack sounded in the throes of orgasm, whimpering and cursing in exasperation. Halfway through a stroke, Lily twined her fingers into her hair, pulling hard. Applejack gasped and pulled her head back, giving Lily the opening she needed to roll on top of Applejack. "F-fuck... Y'all don't waste no time gettin' to it, do yeh?" Applejack gasped, her chest heaving as she stretched out underneath Lily, her head slightly cocked from the pressure on her head. Lily just smiled and leaned in to suck nice and firm on that slender, tanned neckline.

"Hmm," She groaned into the flesh as Applejack began to writhe underneath her. Lily's hand dove in between their bodies, delving deep into that space between her legs. Applejack grunted and twitched, making Lily smile as she probed the wet folds hiding beneath.

"Ah! Hey, not mah cli-i-iii, uhhh..." Applejack tensed but soon melted under Lily's skilled touch, her own thighs twitching slightly. Lily sucked harder until she tasted the metallic tang of carbon from the hard sucking fill her mouth. She sucked harder still, smiling as she felt Applejack tense underneath her. "Easy! Don't be givin' me no hickeys, dammit... Aah!" Lily plunged her fingers deep into Applejack, distracting her from the pleasurable pain coursing into her neck. "Fff... Fahk..." She panted, twitching as Lily started exploring. Pulling her lips away from the lewd dark mark, Lily smiled down at Applejack's scrunched face.

"You really need to stop complaining." Lily teased, probing deeper, exploring more inside of the writhing woman beneath her. Glancing off to the side, Lily saw white knuckles and scrunched sheets as Applejack gripped the nearest thing in her powerful grip. Smiling, Lily adjusted and slid a third finger inside, flexing to spread them apart inside Applejack's tight walls.

"HAAH!" Applejack arched up from the bed, her walls suddenly clamping down around Lily's fingers. "AH'M CUMMIN'! GAH, FUCK!" Lily was surprised as a jet of clear, thin liquid coursed out against her wrist, spattering into the already-dampened sheets. Pulling her fingers out with a spray of delicious feminine ejaculate, Lily grinned down at Applejack. She got a weak smile in return, and an idea.

"Spread your legs." She said, leaning back. Applejack willingly obliged, opening up for Lily. She glanced down at those soft, pink lips, smiling as she started threading her legs through. One over, one under, Lily scooted her rear across the quilt until she met Applejack's dripping hole with her own.

"Oh... Oh!" Applejack quickly caught on and squirmed her hips experimentally, grinning as Lily tensed with a shaky breath. "Ah haven't done this one before. Lessee iffen you can keep up with me!" Firmly, Applejack squished them together, their wet, dripping cores meeting with a delightfully naughty, sloppy squelching sound.

"Hnn!" Lily gasped, grinding her own slit up and down in return. Quivering slightly, she felt Applejack's exposed clit flick her own, more juice flowing as a spike of pleasure drove into her chest. Inhaling, her back arching, Lily gasped and ground harder, reducing Applejack to a whimpering, lip-gnawing pile of woman flesh.

"Yer... Ngh, gonna make me cum soon." Applejack panted, pressing harder against her hips. Where Applejack had strength, driving their hips together in a wet, sloppy mess, Lily had speed and dexterity. She moved up and down, flicking clits and grinding their wet holes together as quick as possible. "Lily!" Applejack gasped, her flat stomach twitching in spastic convulsions.

"I'm cumming!" Lily gasped, her hips pressing back with a hard, unexpected thrust, just as Applejack lifted her own. Clits mashing together firmly, both women peaked at the exact same time. Mouths open in twin screams of pleasure, shaking with ecstasy and pleasure. Lily was only vaguely aware of a small puddle forming beneath them, her lips oozing and pulsing as she dribbled fem cum in equal measure with Applejack.

"Haah... Ah fuck..." Applejack slowly melted until she was laying back, legs still tangled. Lily almost pulled away, but Applejack was so warm, she could only mirror her impromptu mate and stretch out on her own back. Panting, hips hovering an inch away, chests rising and falling with each breath, the two women tried to recover. Lily lost track of time, of the things around her. Mind filled with fuzzy images of sex and relaxation. Vaguely, Lily was aware of Applejack pressing against her side, sliding her arms around the slender frame and drawing the exhausted changeling into a warm embrace.

"Huh?" Lily panted, somewhat surprised by the sudden tenderness.

"Twi was right. There really isn't anythin' bad about you, Lily. Yer honest, hard-workin', kind, and just nice to be around." Applejack sighed softly. "Ah'm sorry for bein' so mean to you. Ah jes haven't gotten over the whole changelin' thing since Canterlot... An' when I found out you were Liam, ah damn near lost it. But, that was wrong o' me." Lily smiled and cupped Applejack's cheek with a hand.

"Is this your official apology, then?" She asked. Applejack grinned and glanced down at the wet spot beneath them.

"If that wasn't, then this is." Laughing, Lily kissed Applejack softly and nuzzled into her neck, contentedly stretching out with the tanned, toned, muscular, and forgiving woman she had just made friends with. "Oh," Applejack said, smiling down at Lily just before they drifted off. "Fluttershy REALLY liked that."

Waving goodbye at the train platform had been a difficult experience for Lily. Nevertheless, she had bid farewell to her six friends, and spent the entire train ride back to Canterlot resting after the ordeal with Applejack. Two days with the sultry farm woman had left her exhausted. When she arrived, it was really late, and a taxi took her to Maggie's. She slipped through the door just as things were picking up, a few of the girls getting up to give her hugs and welcome her back. Lily had to excuse herself to go unpack and unwind, stretching out on her bed. If she slept now, she'd regret it, and besides, she'd been gone from the business too long. Dressing and heading back downstairs, she mingled and chatted, sharing happy stories about her time. At the end of the night, close to four in the morning, she was finally tired enough to get some good sleep, though she hadn't taken any customers. Still, the amount of men and women that asked made her happy she still had the knack for the business. Still, Applejack was talented and had really given Lily a run for her money. She recommended her guests to other girls or guys, depending on what they were looking for, and went to bed feeling happy.

The next day dawned bright and happy, and was the beginning of a standard work week for the girls. Lily went downstairs in her pajamas, but was stopped when a knock came from the front door. She went to answer it, opening the door to a group of people she really hadn't been expecting.

"Rarity! Applebloom! Nyralith?!"

-------------------- Notes from the author --------------------

I do apologize for the long amount of time it took me to write this chapter. Truth be told, I had everything up to the beginning of Applejack and Lily getting to it written way back on Thursday or Friday night. General laziness and golf had me distracted since then, but that's no excuse for saying I would have this chapter ready by the next day. So, as an apology, I'm writing out the next two requests in the next 2 days, and if I can, I'll be fitting another Rainwater Martini chapter in there somewhere. Thanks to Heiado for the vague request, it let me work in some story developments and character advancement. I'm happy with this chapter, even if the last bit is a little scatterbrained.

Obviously, another cliffhanger. I feel it keeps you guys interested and excited for what's to come next, so expect to see more and more of these until the story is finished. Which may be never. We'll just have to see. The story is scatterbrained and sporadic, jumps everywhere, and makes little sense as far as story goes. But hey. This is a request-based shipfic. With a lot of requests for Twilight. I think everyone's got their own thing for adorkable twi ^.^

Anywho, expect more in the future. Sort of in another slump, but we all know as soon as I get into one of these, I come back and write 5 chapters in 3 days and you're all oversaturated.

I will tell you now, though. In 3 weeks, I'm taking a trip to go see my WONDERFUL girlfriend. I will be less than likely to post or even check during this time, so yeah. You're all going to have to go an entire week plus a day or two without a single thing from me. I want to come back to fifty private messages, a thousand notifications, and about a gazillion requests. Iroh wants to see this story surpass FO:E, which is over 600k words long.

I can make this happen with time and requests. The thing I'm lacking is requests.

If you've made a request before, feel free to make another. The only thing I ask is a period of 5 other requests have passed since yours was written, at the very least. This means everyone whose request was made before "Definition of Dominance" is now free to make another request, should you so please.

As usual, I reserve the right to deny requests, if I feel the character pairing doesn't work, or I just plain don't feel like writing it. To-date, I've officially denied 2 requests, and not accepted 2 others. This story is 17 chapters long. Your request stands a DAMN good chance of being written, if you make it good.

And, as always, thanks to everyone for all your love, support, and kind words and critique. Every bit of encouragement or criticism makes me a better writer, and I thank you all for that ^.^

Happy clopping, everyone.

A Different (True) Kind of Love

------------ Finale: Part 1 ------------

Luna's dexterous hands flicked up and down, sending each star to it's home, one by one. When the night sky was clear of them, she extended her magic out to the moon, both hands gently guiding the massive orb of light back home. She was gentle, delicate, and easy, using a firm but soft touch with each and every pinpoint of light. Celestia, on the opposite side, was a display of raw power and emotion. Her muscles bulged against her skin, showcasing this particular princess was anything but soft. Indeed, her powerful abdominal muscles clenched, her thighs tensed, and her arms shuddered with the weight of her magic. Lily hadn't seen it before, when Celestia was wearing proper clothes, but she really was toned... The elder sister was a picture of feminine beauty and health, a flat stomach with wide hips, muscular and shapely legs, and a very large bust. Her arms were slender but toned, not a single feature lost to fat or extra skin... All leading up to a very delicate (if only in appearance) neckline... Her jaw open with a raw growl of primal strength, Celestia hoisted the weight of the sun with her brilliantly-radiating hands, shockwaves of magic and force radiating outwards from her spread feet. Lily fell to her knees, felt the force of the magic push her backwards marginally.

"Come, Lily..." A gentle voice whispered in her ear. Celestia was near the zenith of her task, arms almost fully extended above her head. She looked to her side, feeling a warm hand on her back. Who she saw nearly took her breath away.

"Twilight!" The purple-haired magi smiled down at Lily, her own feet spread against the forces pushing at her.

"Stand up, Lily... Lean on me."

"I-I can't!" She whimpered. "I'm not strong enough!"

"Not alone, you aren't." Twilight grasped her arm, lifting Lily up with a gentle touch. "But together..." Both women stood, nude, against the force of Celestia's burning power. "We can withstand anything!" The last shockwave cracked the floor underneath Celestia's frame, rippled towards them, the visible distortion in the air betraying how hot, how powerful this was going to be. Lily felt a moment's hesitation. About her. About Twilight. About Maggie's, her friends, her customers, her money, her life, love, and happiness. In the breath before the shockwave hit them, though...

Lily forgot it all.

"I love you." She whispered, just as the magic broke upon them.

Her mind went blank.

She was dead. She knew it. The recent rush of memories confirmed it. People only had flashbacks when they died, right? So she was dead. A goner. There, buffetted by Celestia's magic, held by Twilight, she had burned away on the spot. Right after confessing, too... What a fuckin' bummer... Lily felt tears build up behind her eyes and begin to slide out of her forcefully-shut lids, leaving twin trails of wetness down her cheeks.

Wait... Tears? Eyes? Wetness? With a gasp, Lily opened her eyes, though for a moment she thought she was blind. The landscape around her was brilliant, pure white, and stretched on for what seemed like forever... Her feet, though, stood on a flat, white surface. It felt almost like paper. She cast a shadow in four directions, even though there was no discernable light source. She was still nude.

"H-hello?" Hesitantly, Lily called out. She looked down at her vacant right hand, and saw she was, indeed, completely alone. No one else was there. Not a single speck marred the perfect, blank, sterile surface of wherever it was Lily was standing... "Anybody there?!" She raised her voice and her arms, the latter falling back down to her bare hips with a slight smack. "Anybody at all?" She huffed a breath, spinning a slow circle so she could survey the horizon. That is, if she could tell where the horizon started... As it turned out, she couldn't... It seemed this blank, etheral place stretched on forever on a flat plane.

Twilight would scoff at the spatial implications.

Twilight...

Lily flexed her empty hand again, sighing at the lack of the quirky, purple-haired magi... Twilight probably knew what this place was. Twilight would know what to do. Twilight knew a lot... And Lily knew oh so little. Sadness gripped at her again, and she felt tears coming on once more. One of them escaped, falling down her cheek. She wiped it away and started walking. Just something to do. She picked a direction and started walking in a straight line. Her feet left no trail behind her, so she couldn't tell if she had walked a cirlce or not. But that was okay with her. She started walking in no particular direction, letting her feet do the thinking for her brain.

No use, it turned out... Walking was pointless, as it took her nowhere, and after what felt like half a mile, she started thinking again. Her thoughts darted everywhere from Twilight to Maggie's, to Cheerilee and even to Chrysalis. The last of those came with a shudder. She forced her former queen from her head and went back to more pleasant thoughts... Twilight. All the times she and Lily had made love, laughed, talked late at night on the phone... The week living with Twilight in Ponyville, both of them laughing and working together.

What's more, Lily began thinking about the REASONS she felt like she loved Twilight. The purple-haired magi had a lot of reasons for anyone to like her... She was incredibly smart, though sometimes she took her intelligence too far... Powerful, of course... Lily had never seen Twilight use the full force of her magic. She was kind of afraid to see it... The other wielders of harmony had spoken of some of the things Twilight had done... She had lulled an Ursa Minor to sleep and floated it halfway through the Everfree forest to it's home... Ursa were biologically resistant to magic... For Twilight to accomplish such a task was nothing less of... Well, quite frankly, frightening.

She had a laugh that could light up a room. Her natural beauty was envious. Her smile was radiant. Yet, she was modest as anyone... At least, not when she wasn't behind the bedroom door. Or that one time in public... Lily shivered in rememberance of the delightful session, the thrill of being discovered... Another testament to Twilight's power, she had teleported both of them six miles away to Maggie's right after an orgasm, in the face of the man who had spotted them, with a strapon still buried inside of her. And they hadn't even left any body parts behind.

Lily felt her lips spread in a smile as she remembered all that Twilight and her had done together. The three-day ordeal, the one bit where Twilight had given herself a penis, their joined punishment at the hands of Celestia... Lily absently rubbed the spot she remembered being whipped. Had she really taken the beating for Twilight? What did it mean? More importanly, why had she ran when Celestia called her out on it? In retrospect, Lily should have stayed there. Talked it out.

That was another thing... Shortly after that, Maggie had passed. The memory brought both a smile and more tears to Lily's face, and she fought back a sob as she tried to remember Twilight through the ordeal... In fact, she could remember the last time she had seen Twilight before that morning very clearly...

The last, glimmering pinpricks of light vanished in the sky, Twilight and Lily the only two left at the spot where Maggie's ceremony had taken place. Slowly, both women lowered their gaze to the setting sun, a warm breeze lifting their hair from their shoulders. They hands were still held gently, and Lily fought the approaching sob. In the end, she lost. She gave a hiccuping sob just as Twilight pulled her into a gentle hug.

"Shh... Shh... Get it out, Lily." Twilight whispered into her ear. Lily let herself break down, sobbing and crying into the magi's shoulder at the loss of her friend. Despite Celestia's words, and indeed, her own, Lily couldn't help but feel sad. Maggie was her first friend. Her first TRUE friend. The two had shared so many experiences, so much laughter and joy... Maggie was her rock in hard times, her mentor in others, and her manager all other times. She held ALL the girls together... She was the namesake for the building Lily had devoted, quite literally, all of her life to... Without her, it felt like everything was going to come crashing down.

"I m-miss her s-s-*hic* SO MUCH!" Lily wailed into Twilight's shoulder, clutching her friend close. Her fingernails shamelessly dug into Twilight's shoulders, her tears staining the bright blouse she had worn that day.

"I know, Lily... We do too..." Twilight was speaking for all of her friends at that moment... The five who shared a link with her. Lily could hardly her words, though... She whimpered and sobbed until her puffy eyes would yield no more tears. Even then, she felt like utter shit, like she couldn't stop crying inside. "Look, Lily..." Twilight said softly. "I've got some questions, about you, about me, about us... But you're going through a lot. Hell, all of us are... Take some time, okay? Get your head back on straight. Your beautiful, pretty head." Her teasing words made Lily chuckle and break a hysterical smile. Twilight leaned in and gave her a soft kiss, penetrating right through the sadness and into Lily's heart. She stopped crying, wiping her eyes pathetically.

"Ugh... I look like a mess..."

"Hardly," Twilight reassured her with a soft, sensuous hug. "You just need some sleep. I won't bother you for a while, alright? Just... Take your time. You've got other things to worry about right now. Go make sure Maggie's will be alright..." They broke apart, Twilight's face streaked with tears herself. Unlike Lily, Twilight bore hers in silence. "I don't want to confuse you any more. When you're ready to talk, I'll be there to listen. Okay?" The next words she said almost broke Lily's heart again. "I'll wait for you..."

More tears fell unbidden from Lily's eyes as she stood on the stark white plain that stretched forever in every direction. "Twilight," She whimpered softly, hugging herself. "oh TWILIGHT!" Her wail came with another flood of tears, the landscape not even bearing the evidence of her sorrow. Nevertheless, she spilled her agony onto the ground, sobbing and wailing out loud. She spoke her heart to no one in particular, blubbering and sobbing every word.

"Twilight, I love you so much, it almost hurts... It's such a GOOD hurt, though! I miss your smile, your laugh... I miss the way you kiss my cheek. I miss your warm hug, your knowing smile... OH TWILIGHT I MISS YOU!" Her voice lifted in a miserable wail of agony, falling on no one's ears. She fell onto her face, her fingers curled into the hard, unyielding ground, her entire abdomen shaking as she sobbed and cried.

"Hmm..." The soft noise was enough to cause Lily to choke off the most recent sob. Her eyes flashed open, now devoid of tears. She sat upright, looking around the bleak landscape for the source. Nothing. She was surrounded on all sides by absolutely nothing. Just as she almost resumed her crying, though, it came again... "Hmmmmmm..."

"Who's there?!" She stood up, whirling around and around to try and find the source of the voice.

"Oh, no one..." The voice wafted very faintly past her ears, as if carried on a weak breeze. She almost got dizzy trying to find who it was... "Just, you know..." She spun around again, finally spotting who had spoken. They had appeared in the last second, blinking into existence in a flat area Lily had just checked. "Your worst nightmare." Lily's heart stopped in her chest, her eyes stricken wide with fear.

"Chrysalis."

"Oh yessss," Chrysalis' voice was thin as a razor and twice as sharp. It cut to Lily's core, rending her open on a paper-thin line... "So good to see you again, Liliana... You know, after your BETRAYAL!" Chrysalis' hair flared out and her eyes flashed a dangerous green. The queen of the changelings was in her changeling form, her insectoid winds kicking up enough of a gust to make Lily's hair float around her. She was as fearsome as ever. Two full heads taller than Lily, her sleek, glistening black body pockmarked with holes. Her voice rose as she flapped harder, hovering an inch off the ground.

"HOW DARE YOU LEAVE US?! HOW DARE YOU BETRAY US?! YOUR FAMILY! YOUR LIFE!" Chrysalis' anger flickered in a sickening green aura of magic around her frame as she slowly advanced upon Lily.

"What-"

"SHUT YOUR FILTHY MOUTH!" Chyrsalis roared, her fingers curling until she clenched twin fists. "I WON'T HEAR THE COMPLAINTS OF A WHORE!" Lily stepped backwards, her legs faltering slighlty underneath her. "YOU LEFT US! IN OUR GREATEST HOUR OF TRIUMPH, LILIANA, YOU LEFT!"

"N-no, I-"

"I SAID SHUT YOUR MOUTH!" Lily flinched at the reprimand, her chest tightening with fear. Her eyes were wide as they could be. So wide the wind stung them as Chrysalis flew closer. "YOU WOULD HAVE BEEN A HERO! YOU WOULD HAVE BEEN RESPONSIBLE FOR MY RISE! I WOULD HAVE GIVEN YOU THE WORLD!" The last word sent a ripple of dangerous green energy flickering towards Lily. But it also steeled the defected changeling. Lily planted her feet and shouted at the top of her lungs.

"NO!" The magic split around her, scorching the white landscape with it's intensity. The dark marks radiated outward from where Lily stood, painting her platform of defiance. Nerves and muscles steeeled, Lily turned her gaze upon the blinking queen. "You lie! You wouldn't give me the world! You were reluctant to give me my LIFE! I remember the day I handed you the essences, Chrysalis. I remember it well!" She started advancing on the queen, her gaze locked and dangerous as she strode forward.

"I TOOK my life from you! I MADE my own path! I vowed my independence, and I made good on that promise! Look at what I've done!" She threw her arms out, addressing the barren landscape. Chrysalis landed and walked backwards, away from Lily. "I've made friends! Dozens of them! I've got memories now! I've got a business to run! I've professional obligations and a FAMILY! PEOPLE WHO LOVE ME!" She stopped, her fists curled at her sides as she fought back the tears again.

"I've got someone who loves ME for who I am. Who loves Lily." She raised her gaze once more, tears of anger and rage spilling down her cheeks from clear eyes. "Something you could never do." Ajax stood there, looking smug and happy. Chrysalis was gone, even the burn marks on the ground having left.

"Aw, come on, babe. I loved you."

"No you didn't."

"Yes I did."

"No, Ajax. You didn't." He advanced in a flash, grabbing Lily's wrist and wrenching it upwards.

"YES I DID!" His fist whipped around and caught Lily firmly across the cheek. She was sent flying backwards, tumbling across the ground. "I LOVED YOU MORE THAN YOU COULD EVER KNOW!" He stomped after her, gripping her hair in his hand. Lily gasped as he wrenched her head up, half her body angled up off the ground. She saw blood. Lots of it. "I loved you, Liliana. Which is more than anyone can ever say. Look at you! You're ugly! Just as fucked up in the head as I am! I remember what you did in Trottingham! I was there! I watched you with my own eyes!" His sickening green eyes flickered in rememberance. Lily swallowed bile.

"You're a sick puppy, girl! Where else did you get your taste for anal? Who made you squirt the first time? When did you get so good at sucking cock? You have ME to thank for making you such a good whore! So get to thanking!" Ajax thrust his human hips forward, quickly spearing Lily's mouth with his thick, pulsating cock. Her senses dulled over as he started thrusting, saliva pouring from her lips as he roughly abused her mouth. The head of his shaft pressed against her throat, which wasn't helping her fight against the vomit... "Ooh, that's the stuff! Fuckin' A, I love you!"

"Hhmnann!"

"Sorry, what was that, Liliana?" Ajax pulled away, a grin on his face as he leaned in to Lily.

"I said." She gasped. "My name is Lily." Ajax gasped as a shock of magic pulsed through his system. His hand released Lily's hair, and offered her the chance to stand as he stumbled backwards. "And you," Lily wiped her chin free of saliva, her breathing ragged past the tamed upheval. "Do NOT love me." She straightened her back. "You HATE me, Ajax."

"NO!" Ajax roared, taking a step back.

"YES!" Lily countered, following him. "You hate me! Why else would you treat me like this?! You don't know what love is, Ajax! You haven't the slightest clue!"

"Yes I do! I love you! I do!"

"STOP SAYING THAT!" Lily roared, whipping her hand around to smack him. It was Ajax's turn to fall now. "You don't love me! Never have! I KILLED YOU!" Ajax froze in place, his hand raising to his cheek. "I know what love is, Ajax." She said in a low, ragged tone. "And I've found it. Unlike you, I've experienced love... With Twilight." As soon as she said the name, Ajax vanished. She was left alone, her blood on the ground, dripping from her chin. "And stay dead." She muttered to no one in particular.

"Lily!" Twilight's voice filled her with both shock and joy. She spun around, spotting Twilight standing behind her. They were twenty feet apart. But not for long. Lily's legs were a blur as she ran and threw herself at the magi, quickly wrapping her arms around the one woman she loved.

"Twilight! Oh my Celestia, are you okay?!" The magi's hair was rumpled and frazzled, and she sported a cut on her shoulder. It oozed a little blood down her back, but aside from that, she appeared undamaged. Maybe a little shaky.

"F-fine! Fine!" Twilight hugged her back with a smile, both women on the verge of happy tears. "Speaking of okay, are you?" Lily pulled away, wiping at the cut on her cheekbone.

"This? I'm fine... Just... Dealing with some things..."

"Chrysalis?" Twilight asked.

"And Ajax..."

"Who's that?" Lily shuddered.

"Don't make me tell you that story. Please, Twilight. I promise you. Some other time. After we get out of here."

"No, I understand... I had to deal with some things myself... Discord, Nightmare Moon... It sounds like we both have a lot to talk about."

"But, I hope..." Lily intervened, gently taking Twilight's hand... "We'll have a lot more time together to talk about them?" Twilight's wide eyes looked down at their joined hands, then back into Lily's own. There was a moment's pause before Twilight swallowed hard and threw her arms around Lily's shoulders.

"YES! OH, YES PLEASE!" She cried, gripping Lily tight. The changeling just smiled and kissed Twilight's neck, taking her turn as the supportive one. Twilight cried for a few moments, though Lily was perfectly content to hold her new lover as she wept. Twilight pulled away after a minute or so, wiping tears of joy from her eyes. "I love you, Lily."

"And I love you, Twilight." She replied, leaning forward and giving the magi a soft kiss. It was returned eagerly, Twilight wrapping her arms around the other smoothly. Lily drew her close, their bare bodies curving together perfectly. The kiss stretched on for what felt like forever, and ever... Lily groaned when Twilight finally broke it.

"Lily." She said softly. "We have company..." Lily blinked a few times, and turned her head to follow Twilight's gaze.

"Princess Celestia!" Lily gasped, turning to face her. The princess was nude still, smiling serenely. Twilight pulled away from the embrace, but settled for holding Lily's hand. The two women shared a reassuring squeeze.

"Twilight Sparkle." Celestia said softly, slowly advancing towards them. "And Lily." Her gaze settled on the changeling now. "I'm so happy for the two of you. Especially you, Twilight."

"M-me?!" Twilight stammered. "Wh-what for?"

"Allow me to explain, girls." Celestia said softly. "You two have unlocked an ancient and nearly-forgotten magic... A magic that I, admittedly, am a stranger to in all but text. Lily, humor me for a moment. What did Chrysalis task you to do that fateful day before you came to Ponyville?" Lily swallowed hard at the memory. It wasn't painful anymore, just... Uncomfortable.

"She... Wanted me to see if changelings could feed off of... Uuh... Desire. Physical love. Like, submission and lust..."

"Right. And Twilight. What did I send you to Ponyville to study long, long ago?" Twilight blinked before answering.

"Uuh, friendship, I guess..."

"Correct. Now, what are those two things?" The contrast clicked, and Lily spoke in a soft whisper. Maggie's words came back to her from beyond her grave...

"Different kinds of love..." Celestia's smile widened as she nodded, pointing a finger at both of them in turn.

"Correct. Lily, Twilight, you two, through means unkown even to myself, have unlocked a type of love I've only ever read about..." She stepped closer, laying a hand on their stomachs. "True love." Her hands glowed as she pulled them away, and with them came both women's essences. Lily gasped as hers left her body, Twilight gave a shudder... Celestia held in her hands two fist-sized orbs of shifting, ephemeral wisp-like material. It floated and shifted as if in a gentle breeze. Lily's was a pale sort of turquoise, while Twilight's was a brilliant, almost radiant purple. Smiling, Celestia's hands glowed more intensely as she brought them together.

"Huuuhh!" Lily gasped as the white plane of wherever they were slipped away into nothingness. She was slammed back into reality, her consciousness putting her right back on the balcony they had left what felt like ages ago. "Woah!" She gasped, swaying slightly. Twilight's hand steadied her and she blinked a few times. Luna smiled softly in the mid-day sun, her arms crossed underneath her breasts.

"Welcome back." She said softly. "Oh? Did they do it, then, sister?" Celestia held in her hands, now, two perfectly white orbs of shifting essence. She smiled at Luna over her shoulder, hefting them with her serene grin.

"Indeed they did. Just like the book said."

"Well I'll be... That's fantastic." Luna smiled at the three women before her, though Lily's eyes were completely affixed on the matching orbs of power before her.

"Wh... What are those?" Lily asked, pointing.

"Hmm? Oh, they're your essences." Celestia's hands stopped glowing, and the twin orbs smoothly floated forward to both women's breasts. The feeling of her essence entering her body was like slipping back under the sheets on a warm spring morning... It was warm. Comforting. Safe. She sighed audibly as Twilight mirrored her.

"Ooh, I wonder who will be the bearer?" Luna said softly.

"Wait, bearer?" Twilight said after a moment's pause. Celestia grinned and nodded.

"It is written that the two who unlock true love's full potential will bear the children of a new age." Celestia said. "It's in my private library, the one that not even you have access to, Twilight." Celestia reached out to flick her nose.

"B-bearer?" She stammered. Lily blinked.

"Mmhmm. Of children. Two of them, if the text is correct."

"You mean..."

"We can find out." Luna said, advancing slowly. Her hands took on that dark, midnight-black aura she was known for, the density of her magic blocking all light... She moved inbetween Celestia and Lily, placed her hands on Lily's abdomen. The soft tingle of magic penetrated her from front to back. Soon as it came, it was gone, and Luna shook her head. "Afraid not. Twilight?" Still somewhat in disbelief, Twilight could only blink as Luna pressed her hands to the magi's middle, her brow drawing downwards in thought.

"What?" Twilight asked, noting her face.

"Well. Good news and... Good news?" She said the last quizically. Lily's heart skipped a beat.

"Wh-what... What's the good news?" Her mind reeled with the implications. Luna straightened up and gnawed her lip in thought for a few moments.

"Well... Twilight is most definitely pregnant." Yup. There it went. Lily's heart stopped.

"PREGNANT?!" Twilight gasped, her eyes opening wide as they could go. "Did... Did you say I was PREGNANT?!"

"Shush." Luna rubbed her ear as if she was in pain. "Yes. Pregnant. With child. Knocked up. How else do you want me to say it?"

"H-how?!" It was Lily's turn to stammer now. Celestia held a hand out to head off her sister, who was clearly getting impatient.

"Magic is a complex and completely intricate thing... There are many facets of it even I myself don't fully understand... The text is old, and the spell is older still, but it's sound. I don't know the why or the how, but Twilight is pregnant with twins." Lily's head wheeled with the implications of her unplanned children, assuming they were hers. She thought they were. Were they?

"Are they mine?" Lily asked fearfully.

"Afraid so. Product of your very own magic. Your essence." Celestia said with a wide smile. "Why are you two so shocked?! This is a joyous occasion! One that should be celebrated! Your children will go on to accomplish great, new things for the world. It's written. Twilight knows the undeniability of prohpesy. Many of them are vague and hard to decipher, but this one is very cut-and-dry. That's why I had Twilight begin studying the magic of friendship. In hopes the most talented magical mind in ages would discover the meaning of this particular prophesy. I never would have guessed she'd discover it with a changeling..." Lily swallowed and forced a grin. It came easily enough, once Twilight took her hand. The princess was right. They should be happy.

"But... What's the other news?" Twilight asked. Luna flipped her magnificent hair over her shoulder and crossed her arms.

"That's the confusing part. They will not be normal children. Not in ANY sense of the word." She sighed and pinched the bridge of her nose. "I fear, that since Lily is a changeling, they may be... Different."

"You know what?" Lily silenced them all as she spoke. Her back straightened, and her lips curled as she grinned at all three of the other women. "I don't care. I love Twilight. I really do. And I'm sure I'm going to love our children just the same." She turned her grin to Twilight, squeezing her hand softly. "I love you. I really do. We'll get through this Twilight. Together." The magi smiled her brilliant smile, drawing Lily into a gentle hug. They stayed that way for a while, and were only interrupted when Celestia spoke.

"Pardon me, Luna..." She said softly. She had her back turned towards the group, and was standing at the edge of the balcony. "But, what is that?" The other three joined her, and what Lily saw almost took her breath away.

"Oh. That. I forgot to mention," Luna sighed as they turned their heads side-to-side. The dark mass blotting the wide plains east of Canterlot pulsated and moved, shifting as it undulated far and wide. Lily thought she could hear it from where they stood.

The drone.

The incessant, hellish drone of millions of changeling wings.

"The changelings march on Canterlot. Chrysalis is attacking."