Author's Note

An alternate history loosely based on Twilight Sparkle Vs. Bridl-Zilla and its sequel; Strange Bedfillies (Or, Nopony Loves Twilight Sparkle) By Tumbleweed. Some artistic license has been taken.

This story starts about a week after Lyra and Bon-Bon’s wedding…

CHAPTER ONE: What The Storm Blew In

‘The Weather Team sure did a great job with this storm,’ thought Twilight Sparkle.

Indeed the storm was raging outside. It hit right after Princess Celestia lowered the Sun and Princess Luna had raised the Moon.

Twilight got up and looked out the window in time to see a brilliant flash of lightning as the rain beat on the window.

“Not a night to be outside for pony or beast,” Twilight said aloud to no pony in particular.

There was an odd feeling of Déjà Vu.

Spike was away in Canterlot one of those assignments given by Princess Celestia. Being trained by such an organized pony as Twilight, Spike had developed some great clerical skills which made him invaluable to the Royal Library especially when it was time to reorganize.

The purple pony returned to her sofa and book, almost absentmindedly levitating another log on the fire while refilling her teacup simultaneously. For the greater population of Unicorns, this would be a stretch. But for the most talented and therefore most powerful Unicorn in Equestria, it was second nature.

She was surprised at herself. Here she was reading a priceless manuscript by Star Swirl the Bearded and yet her mind wasn’t on the great wizard’s writing. Her mind was still dwelling on that dream she had, just a couple of days ago.

Suddenly there was the sound of somepony knocking at the door. Twilight got up and rushed to the door.

“Who in the hoof can that be!” she exclaimed. She didn’t understand why she was feeling excited for this. Almost like she was expecting it in the depth of her mind. Not just her mind, her heart.

She reached out with her magic and opened the door enough to peek out as she approached.

There standing, dripping wet and shivering, was a familiar blue-gray Pegasus pony mare with a blond mane and tail and unmistakable crossed golden eyes. Twilight couldn’t remember her ever coming to the library even during regular hours.

“Derpy! Get in here before you catch your death of cold!”

“Thank you, Miss Sparkle,” she said shivering and entering the room. Twilight closed the door behind her.

“I apologize for the late hour, but I wasn’t sure if I should’ve come at all.”

Twilight had never had any close contact with Derpy, she’d seen her around and noted the eyes before but had never been in a face to face conversation with her. Rainbow Dash had spoken of her before but never very highly. Always as some kind of scatterbrained klutz, short attention span and perhaps a little mentally deficient. Now with her here in Twilight’s front room, reserved almost as much as Fluttershy had been on their first encounter, speaking very politely if not formally. It was hard to reconcile this pony with the pony Rainbow spoke of.

Twilight summoned some towels and with her magic, briskly dried off the forlorn looking mare before her.

“Thank you Miss Sparkle,” she said barely looking up.

“Please! Call me Twilight,” said Twilight, “I take it that you’re not delivering any mail at this hour, are you here as part of the Weather Team?”

“Neither Miss Spar... I mean, Twilight.” Stammered Derpy. “I’m in need of somepony to talk to. Rainbow Dash said you’re the smartest pony she knew. And I could really use an intelligent pony to talk to.”

Twilight was intrigued and mystified. It was nice that Rainbow Dash would recommend her so highly. But what could this pony need that made her come out on such a nasty night.

“I was just having some tea, would you like a cup? It’ll help warm you.”

“Oh yes. That’d be lovely.” Said Derpy finally looking up and giving a week smile.

Twilight motioned to the sofa. Derpy sat down on one end while Twilight fetched another teacup, more water and the canister of her prized tea blend. Derpy saw the book Twilight was reading and looked closer. Holding a hoof over one eye, Derpy read the title. Twilight walked back in and wasn’t sure what to make of Derpy’s actions.

“Magic and Science, the Balance of the Universe,” Derpy read aloud, then looking at Twilight as she came back in with the tea (her hoof still over one eye),

“I thought it was a good primer, but a little biased on the magic side. Probably due to it being written by a Unicorn.”

Twilight dropped the tray in shock, but caught it with her magic before it hit.

“You’ve read Star Swirl the Bearded?” She asked in disbelief.

“Oh yes, when you’re raising two beautiful Unicorns, you need to know these things to help them in school,” said Derpy matter-of-factly.

Twilight levitated a fresh cup of tea to her guest. Derpy politely sipped, her eyes went wide.

“Hibiscus and juniper!” Exclaimed Derpy, “with a touch of wormwood to add the right bite. I’d know a Zecora blend anywhere. I don’t get enough time to get my own from her as much as I’d like. But it’s such a joy to sit and talk with Miss Zecora. Her speech patterns are like music. From a linguistics standpoint, I don’t know how she keeps it up.”

Twilight sat on the couch near Derpy, sipping her own tea and trying to believe the pony sharing tea with her and the “screw-up” spoken so lowly of by Rainbow Dash, a pony she trusted the word of implicitly, were the same pony. The look on Twilight’s face didn’t go unnoticed.

“I’m sorry, have I said something wrong?”

“Elysium no!” replied Twilight, “it’s just your knowledge of ancient Unicorn writing, herb lore, and forgive me, but your knowledge, manner and demeanor aren’t what I was expecting, or at least what I was led to believe.”

Derpy looked down, a shadow passed over her expression.

“That’s why I’m here”.

Twilight was intrigued, what did this pony expect from her?

“What can I do to help you, Derpy?” asked Twilight.

“Muffins,” she replied meekly.

“Beg pardon,” said Twilight slightly confused that this mare would ask Rainbow for somepony to talk to and at this time of night only to ask for something to eat. “I’m afraid I don’t have any muffins. I might have a scone or two if you’re hungry.”

“No Twilight, my name is Muffins, Muffins Star. Everypony calls me that name or ‘Ditsy Do’ because of my eyes, because I tend to be accident prone.” Said Muffins, tears welling up in her eyes.

“Try going through life, holding down two jobs, raising two daughters alone, trying to fly or walk or even try to play chess while looking in two different directions!”

“I didn’t know,” said Twilight, reaching out her foreleg and putting it around her shoulder.

Twilight pulled her close. Muffins buried her face in Twilight’s chest sobbing uncontrollably. Emotions for Twilight weren’t a strong suit, but her heart was melting for this distraught, misunderstood pony. With her other foreleg she stroked Muffins’ mane with her hoof. It was very soft and soothing to the touch.

And most surprising, it was arousing to Twilight. Her recent love crisis had Twilight constantly thinking of her solitude and how much she may have wanted to have a pony in her embrace.

The day she woke up with Pinkie Pie in her bed, somehow just wouldn’t leave her mind when she was alone. To have dreamed of sex and with her friend was something she couldn’t shake. She remembered how she was surprised to open her eyes to the beautiful blue eyes of the pink Earth Pony, the same pony she was just dreaming about. But somehow, Twilight was suspecting that it was perhaps more than a dream, but Pinkie said that there wasn’t any sex, so she had to take her friend at her word.

And Twilight couldn’t understand why she was disappointed at the fact. That episode, just days ago must have really struck a nerve. Opened her eyes to something that she hadn’t ever admitted to herself. Even with having made wonderful friends, she was lonely at the deepest level. She now understood that she wanted love, not just the emotion, but the physical aspect as well. She wanted to hold a pony and to be held, caressed. She wanted to have sex.

This wasn’t exactly what she’d had in mind, but it was nice never the less.

Without stopping her crying, Muffins wrapped her wings around Twilight. A new and not unpleasant experience. Twilight was close to many Pegasi, a couple were closer to her than sisters. But never once had any hug turned into this. If Rainbow or Fluttershy were here, they’d have explained just how deeply a sign of trust and perhaps affection this was.

“I’m sorry,” said Muffins retracting her wings, setting up and wiping her eyes. Twilight left her leg around her shoulder. Muffins worked up a little smile and looked into Twilight’s eyes. At this close range, Muffins visual accommodation forced her eyes into an almost normal gaze.

‘Her eyes are so pretty like this,’ thought Twilight. Something was moving in her she didn’t understand.

“I told Rainbow Dash I needed somepony to talk to about my life. You can only take it so long before the pain has to come out. At first Rainbow Dash almost ignored me, then she saw I was in earnest.”

‘Fluttershy is a good listener,’ said Rainbow Dash.

‘Fluttershy is a very nice pony, but I need somepony with perhaps a little more knowledge. Especially magic.’ I told her.

At that Rainbow Dash said, ‘Twilight Sparkle! She’s the smartest pony I know.’

I told her I didn’t want to bother a pony as important as you, and there could be complications, but she insisted you’re the right pony.”

‘Complications?’ thought Twilight,

“I’m sure Rainbow and you are exaggerating.” Said Twilight.

“What?” replied Muffins. “You’re a lovely pony everypony loves.”

‘Lovely pony?’ Thought Twilight.

“You’ve an important job here. You’re apprentice to Princess Celestia. Since the time you’ve moved here you and your friends have saved Equestria twice. No three times, if you count what happened at The Royal Wedding. You vanquished an ursa minor all on your own.

You’re not royalty, but even Princess Luna deferred to you last Nightmare Night. If you’re not an important pony, then I don’t know who’d be.”

Twilight blushed, she was never a pony to be comfortable with somepony ‘singing her praises’.

“How can I help?”

“Let me start with, I wasn’t always this way. I grew up in Canterlot, strange for a Pegasus, I know. And it was there I met one of the most wonderful Unicorns ever. Shooting Star was older than I was, he’d been married before and had a ten-year-old daughter. She never really knew her mother and was so happy to have a mother figure. You probably know Sparkler,” Muffins saw a look on Twilight’s face showing she didn’t.

“I’m sorry, it’s what we call her. Her real name is Amethyst Star.”

“I know Amethyst,” responded Twilight happily, “She’s a part time nanny to many ponies here in Ponyville and a real sweet pony to talk to. She checks out books all the time for the foals she watches.” Muffins smiled to hear Twilight praise her daughter like that.

“As I was saying, Shooting Star was about ten years older than myself. In fact I wasn’t a lot older than Sparkler, not quite nineteen. Shooting Star’s first wife, Ivy, had died of Pony Pox when Sparkler was very young, she barely knew her. Shooting and I met while I was interning at the Canterlot Institute of Science.”

“Wait!” interrupted Twilight, “He was the Shooting Star? His work on the understanding of the Science of Magic is required reading at Celestia’s School for Gifted Unicorns.”

Twilight stopped, the color drained from her cheeks.

“The explosion,” Twilight whispered, as the sorrow returned to Muffins face. “there was only one survivor.

And...

That...

Was...”

“Me.

Shooting Star was convinced he’d found the key to make magic through science. He thought it’d be a boon to all of ponykind, Earth Ponies not having to manipulate everything with their mouth or hooves. Pegasi not having to land somewhere in total black. Able to do little things most Unicorns take for granted. Not like potions and incantations, but with physics and equipment, real science.

I’d went to the restroom and was returning to the lab when It happened.” Muffins stopped to take a breath. Twilight lowered her leg and took Muffins hoof. Muffins looked at Twilight and gave a thankful smile.

“I was in grad school when it happened.” Said Twilight, “but I never learned what was the cause.”

“As I said, Shooting Star was on the verge of success, or so they thought. They were going to try a small levitation spell figuring it’d be a good start. Nothing too flashy, something every Unicorn is taught from the time they’re little. I’d just entered the door, Shooting Star looked over at me and smiled his ‘I know I’m right’ smile. He activated the switch and then, and then...”

“Its okay,” said Twilight, “you don’t...”

“Yes I do, I’ve never spoken of this to anypony. I need to get this out!

There was a glow, a book rose off the table. There were high hooves all around.” Muffins breathed hard several times tears streaming from her eyes. “Then came the flash! It happened so fast, but it all was slow motion, of the five of us working on the project, I was the only pony who wasn’t a Unicorn. Apparently that saved me. The flash struck out like lightning at each Unicorn’s horn. It struck me between the eyes. The look of terror and pain in the other’s faces still wakes me screaming in the night.”

She looked into Twilight’s eyes. Twilight saw a level of terror she herself hoped she’d never have to face.

“He and the others WERE the explosion! Not the equipment, not the chemicals, not the spell. It was as if all their bodies were converted into pure energy. The shock slammed me through the wall,

When I woke up, it was a month later. I was in the ICU of the Magic Hospital in Canterlot Castle. Sparkler was holding my hoof, like you’re doing now. I opened my eyes, she smiled at me then she looked and me with an odd look.

‘Mom!’ She screamed.

She ran to the door and yelled for a doctor. I was only beginning to notice I was having trouble focusing on objects more than a leg’s length. The doctor came galloping into the room and skid to a stop when she saw me.

‘How are you feeling?’ asked the doctor.

I told them I was having trouble seeing clearly. Sparkler brought me a mirror. That was the first time I saw these eyes.

They took me for some tests and couldn’t find anything they could do to fix it, the massive release of magic was the cause. My head was where the brunt of the force was absorbed. A good thing too, for the next thing the doctor said was an even bigger shock, but not as unpleasant.

‘We’ve found except for your eyes everything else is fine with you. However, you’ll need some physical therapy after being out and inactive for a month. It’s amazing the foal survived such a shock.’

Foal? both Sparkler and I said at the same time. I didn’t know and Shooting Star never knew. I was in the hospital about another month. Mostly relearning how to walk, how to fly, how to feed myself and do the things I needed to do. When I went home, Sparkler and I just didn’t feel comfortable in our house without Shooting Star. So we decided to move somewhere away from Canterlot, so we moved to Ponyville. Princess Celestia, who I later found out had come by to check on me several times, funded the move and got me a job with the Equestria Postal Service, things were and still are tight so I also got a job with the Weather Team.”

“That was eight years ago. We settled down here, I delivered my foal, she’s my sweet little Cookie. Her name is Dinky.”

“I know Dinky, she goes to school with my friends’ sisters.”

“Yes, the Cutie Mark Crusaders, I think Dinky wishes she could join in with them, she talks about them all the time. But she knows I need all the help I can get at home. I now share rooms with Carrot Top, as we call her, Golden Harvest is her name. It can get crowded, Carrot Top has a coltfriend over from time to time so I sleep with Cookie. Sparkler usually sleeps at a clients or at a friend’s.”

Muffins breathed deeply several times, it had been a drain on her opening up this much hurt for the first time. And somehow by being at the school when and where the accident claimed her husband, made Twilight feel a small connection with the mare she was now sitting next to holding hooves.

“Muffins,” started Twilight, “I’m so honored you chose to open up to me.”

Muffins gave Twilight an odd look.

“There was another thing, the reason I was reluctant to come to you. You’re a pony as smart as my Shooting Star was. As I said you’re well respected and I wasn’t sure how you’d take it.”

Twilight sat back a bit, not sure what to think.

“What do you mean?”

Twilight’s answer came in a most unexpected way. Muffins had looked again in Twilight’s eyes. Twilight saw something she couldn’t identify. Not until what happened next. Muffins leaned over and kissed Twilight, it was a kiss Twilight had never experienced before, but had dreamed of, especially recently with Pinkie Pie, she couldn’t quite shake that dream. Both Muffins and Twilight’s forelegs wrapped the other.

Twilight didn’t have much, if any, experience with kissing, other than the Mother, Father, Brother kind. Or the girly friend to friend thank you, hello/goodbye kind. She’d read books on the subject, both factual and erotic. The whole idea had disgusted her, somepony’s tongue in your mouth, their saliva, it didn’t sound very sanitary.

But now that didn’t even enter her mind. The kiss sent a very pleasant shock through her that she’d never felt before. She felt a thrill deep in her belly.

It took her breath away.

Was this right? Muffins is a mare! She’d fought with this in her mind when she was told Bon-Bon and Lyra Heartstrings were getting married. And the fantasy(?) about she and Pinkie didn’t appear to bother her that they both are mares. Did it really matter? Twilight broke the kiss, but didn’t back off.

“I’m so sorry!” said Muffins trying to pull away, but Twilight held her close.

“Don’t be,” said Twilight. “I’ve never kissed anypony before. I never put much thought to the idea, with stallion or mare. And I don’t think it matters now. I just don’t want it to be the moment, the vulnerability from opening up so much hurt.”

“It is the moment, but the moment opened up an opportunity that may’ve never come again.” Answered Muffins, “but if you’d rather just play chess, or you want me to leave, Cookie is being watched by Sparkler...”

Muffins didn’t get to finish what she was saying, she had been taught not to talk with her mouth full. And right now it was full of Twilight’s tongue. Muffins once again wrapped her wings around Twilight.

After the experience waking up with Pinkie Pie in her bed, Twilight had been feeling an emptiness, one that she never let herself acknowledge before. It was a longing to be loved at more than just the emotional level. Twilight was craving the physical aspects as well. She had actually been considering the offer of ‘pity sex’ with Pinkie. But she was reluctant to do this. Twilight knew that Pinkie could give her what she wanted without issues. Twilight was sure it would be enjoyable. But Twilight was afraid that she herself would make some emotional attachment to her friend, more than what she thought was being offered.

Not that Twilight was desperate or a slut, but something inside wanted this beautiful pony more than she ever wanted anypony or anything. Something deep in her heart and mind told her that this was the right thing to do.

Twilight wanted to have a pony in her life, a pony to share with, a pony to be with, a pony to be a mate and helper. Somepony to grow old with.

Now Twilight was starting to suspect her wish had been granted.

There was a purple glow from Twilight’s horn. Muffins heard the door bolt, the curtains were drawn. The lights and fire went out.

The next thing was something she’d never experienced before, not even with Shooting Star. The purple aura surrounded them and all of the sudden, she wasn’t on Twilight’s couch and not in the same room. She was sitting on a bed in an upper room. More cozy with dim lights and a small fire going.

They broke the kiss, Twilight looked questioningly into Muffins eyes. Twilight didn’t want to overstep her bounds and assume something that she was hoping was being offered. It was all new to her.

Muffins recognized this and knew that Twilight needed to be assured. She was glad that Twilight had the decency to at least make sure it was okay with her.

Muffins smiled a private smile and nodded her head.

No more questions needed to be asked. Muffins had noted Twilight’s inexperience so she took the lead and gently lowered Twilight to her back. Then retracting her wings, Muffins kissed Twilight for a while, then she started to move the kiss down Twilight’s cheek, neck, chest. Muffins paused at Twilight’s navel licking and kissing deeply. Twilight moaned without even knowing why. Twilight had never been so aroused before. Her groin felt warm and wet, she’d read about this but the feeling was strange. Muffins worked down lower to just between her hind legs. Twilight had never given much thought to her nipples, but now with Muffins tongue on them and her gently sucking them, it was all she could do to not go crazy. Muffins repositioned herself on the bed, parallel to Twilight with her head between Twilight’s legs and her back knees by Twilight’s head. Her soft tail twitched across Twilight’s face. Muffins proceeded to move down between Twilight’s hind legs, Twilight let them naturally fall away, and instinctively relaxed the muscles which normally would hide her marehood. Twilight could feel Muffins hot breath on her marehood. There was a kiss on the sensitive lips then what happened next, Twilight was expecting from her books, but the actual feeling made her hips jump. It was like the dream with Pinkie Pie, Muffins inserted her warm tongue into Twilight. Never had she ever expected to feel pleasure this way. Muffins licked in and out around and back in. She zeroed in on Twilight’s clitoris. It was like electricity. It even made her more curious because it felt exactly like the dream she had when she’d discovered Pinkie in bed with herself.

Twilight fought to remember some of the techniques and instructions she’d read.

“Move over some, please.” Twilight whispered.

Twilight reached out to Muffins hips and moved her over so that her partner was straddling her head.

Muffins happily complied with Twilight’s request and lowered herself to within Twilight’s reach. Muffins relaxed the muscles that hid her marehood from view. Despite dreaming of this with Pinkie, Twilight never thought she’d actually be in this position, ever. But the sight of Muffins marehood right in front of her nose, the warmth, the smell, it wasn’t what she expected. Instead of being revolted, it was driving her wild. With her hooves directing Muffins hips, Twilight guided Muffins down the last couple of inches.

Uncertain, of herself she first tried kissing it, then with fear and trepidation, she inserted her tongue. She felt the muscles in Muffins hips tighten. Twilight started exploring Muffins marehood. Her tongue feeling out every part. Then she focused on the little bump that Muffins was working on, on her own marehood. Twilight took the clitoris between her lips and gently sucked on it while stimulating it with her tongue. A moan escaped from Muffins, the vibration of the sound helped to stimulate her even more. The act of pleasuring this mare was as exciting as being pleasured. They were at this for a time when Twilight felt something growing in her, it spread from the tips of her back hooves to the point of her horn. She felt Muffins tighten her muscles, her hips stopped grinding and started to almost vibrate. Muffins let out a shriek but kept at Twilight. Twilight returned the favor.

It was the most intense thing that ever happened. Not even releasing the power of the Elements of Harmony was this powerful. Muffins rolled off and collapsed. Both mares were breathing hard. Twilight had never felt an orgasm before, except in her dream. She could hardly catch her breath. Muffins turned around and held Twilight close. They kissed deeply and long.

“Muffins… I never… I never...” said Twilight, trying to catch her breath.

“Then I’m so honored to be your first.”

“Is this it? I don’t know anything anymore. I just want to go on forever.”

“Maybe not forever, but we still have the night.” Said Muffins between kisses. “I want you to know I’ve not been with anypony since Shooting Star. I was always afraid all I’d do is think of him and not who I was with.”

“Did you?”

“Not once,” said Muffins between kisses.

They continued kissing then Muffins broke away. Twilight looked confused. Muffins smiled as she slid down the bed. She got between Twilight’s legs pulled one leg beneath her and put her opposite leg over Twilight. Twilight remember this ‘scissors’ position from a particularly erotic book and knew what to do. Twilight scooted in toward Muffins. Their marehoods touched, it was so warm, moist and soft. It didn’t take any instructions for Twilight to know what to do. Her hips started grinding against Muffins on their own and Muffins was doing the same.

On into the night they made love. Muffins had given Twilight her first orgasm, then the second, then the third.....

The storm outside, the fire in the fireplace, the world itself didn’t exist. Only herself and the beautiful mare she was sharing herself with.