Thestrals at Twilight

by LegionofPony

Rating: mature
Tags: Twilight Sparkle, Drama, Original Character, My Little Pony: Friendship is Magic, Comedy, Romance, Sex, Profanity
Length: 67537

Twilight Sparkle and two thestrals (bat-ponies) get to know each other much better after they're assigned to be her personal guards.

Sequel can be found here: Thestrals at Midnight

~

After nearly having Twilight's past, and consequentially Equestria's future, altered a million different ways after Starlight Glimmer entered the unguarded Castle of Friendship and used the Friendship Map to change the past, Princess Luna decides to prevent that from ever happening again. To fix the security deficit at Twilight's Castle of Friendship, Princess Luna puts two of her most trusted, experienced thestral, more commonly known as bat-ponies, night guards under Twilight's total control to protect her and her castle. During what happens to be the intense Summer mating season.

Luna clearly has no idea what she's just set into motion...or does she? After all, she does know that Thestrals do have a very powerful sex drive...right?

~

Story was featured on 1/1/17 - 1/4/17, and again on 1/6/16! :rainbowkiss:

As of 1/22/16, this story has over 3k views! Thanks for the support!

Tags:

This story contains: building of a romantic (interspecies?) relationship between a pony mare with a stallion and a mare thestral (bat-ponies), general sexual content, male masturbation, female masturbation (including with exotic dildos), pheromones/scents, mares in heat, consensual fellatio, oral cumshots, including cum swallowing, defloration/first time vaginal sex (M/F), two instances of somnophilia (initially dub-con turned consensual), many female and male orgasms thrughout, consensual lesbian dildo-play, including 'normal' solo penetration, mutual ass-to-ass vaginal penetration, tribadism, and anal defloration, some kinkiness including erotic hair/tail pulling, some temporary disloyalty/cheating, voyeurism, implied foalcon but nothing described, two really horny mares in estrus seducing a stallion, including light femdom, very dirty talk including impregnation talk, a consensual threesome (M/F/F) including vaginal sex, deep penetrations/cervical touching, multiple deep internal cumshots throughout, excessive cum/light cum inflation, impregnation(s), pregnancy, and other stuff.

~

Credits:

This was written and primarily edited by me, LegionofPony.

This was also edited by and contains some ideas of Koekelbag. Thank you very much for all your time, effort, and suggestions.

This was commissioned by Brony-wan-kenobi. Thank you for the commission!

Published 2017-01-01 11:20:01 UTC
Last updated 2017-05-09 18:55:57 UTC

Meeting the New Guards

Author's Note

...and so it comes to pass once more. Another tale of love and lust begins, only to, eventually, reach its inevitable end. Shall we go forth on this literary adventure together? It's going to be a long one...

~

Story contains spoilers for the Season 5 finale (episodes 25 + 26) of the official show (and by proxy potentially all other previous episodes) and very mature, sexual dialogue and explicit situations. You have been warned.

Meeting the New Guards

It was a beautiful Summer afternoon in Equestria as Princess Twilight Sparkle sighed happily, birds singing as the sun shone brightly outside. Late afternoon sunlight poured in through the window as she was sitting in the den and reading room of the Castle of Friendship, her home in Ponyville, flittering a wing's feathers as she settled down to read a book after having eaten a late lunch.

Spike had headed out for some reason or another after making them lunch, likely something involving his filly-friend and heart-throb Apple Bloom, and Twilight was looking forward to having a nice spot of quiet reading, something that was becoming much less common of an occurrence since she'd ascended to being an Alicorn princess some years ago....and even less common since her castle had magically grown from the earth itself after her and her friends restored the Tree of Harmony, the Cutie Map popping up along with it, and the tasks the tree brought with it, including the so-recent 'Glimmer Incident'.

As she heard a knock on the front door, Twilight gave a groan as she realized she likely wouldn't be reading anytime soon, lighting her horn and tossing the book aside in frustration with a levitation spell. As she reached the front door and opened it, she saw a group of three ponies; two bowing Royal Night Guards...and in the center Princess Luna herself.

On reflex Twilight bowed before the Princess of the Night, only to hear her chuckle fondly, placing a silver-slippered cobalt-blue hoof on Twilight's withers and greeting her with a smile as Twilight rose again. "Twilight, will you ever stop bowing to me? We are both princesses now, both Alicorns. Equals. You needn't bow to me."

"Sorry?" Twilight asked, the same way she always did, earning another fond chuckle from Luna.

"Oh Twilight, please never change. I love you just as you are." Luna said, getting a smile from Twilight as she wrapped her in a winged hug, Twilight returning it. She always had liked Luna since she'd come back to Equestria all those years past, finding a kindred spirit with Luna as she had with Luna's sister and Twilight’s ex-mentor, Princess Celestia, as a foal.

"So, I'm sure you're wondering why I and these two guards..." Luna said, gesturing to the bowing stallion and mare Lunar Royal Guards to either side of her, "are here this afternoon?"

Twilight simply nodded, only just noticing the guards again and giving them a quick glance-over and wave of the hoof, before returning her focus to Luna. "Right. May we speak inside?" Luna asked, with Twilight again nodding and inviting the trio in. "Guards, come inside with me please." The guards stood from their bow and did as commanded, following the Princesses in.

"I have some tea steeping, would you like some? Perhaps some water?" Twilight offered as they walked, getting a nod from Luna.

"Four glasses of tea would be lovely." Luna requested, nodding towards the guards. Twilight nodded in turn, going to get the tea as she heard the whistle of the kettle.

"Um...just go settle in in the den over there. I'll be there in a moment and bring the tea." Twilight said, pointing to the appropriate door.

~

After Twilight and Luna were settled in at the reading room, the guards standing watch, Luna finally spoke after taking a sip of tea. "Delicious as always. Now though, to the matter at hoof." Luna said, before looking to Twilight, who looked rather curious now.

"This is regarding the incident in which the Cutie Map was exploited to enable an infinite time-travel spell, which could have ended the comparatively-peaceful Equestria as we know it forever." Luna said, looking seriously at Twilight, "What you called in your report the 'Glimmer Incident'."

Twilight sighed as she remembered that event, in which the Friendship Map was exploited to, incidentally, nearly destroy Equestria’s freedom, and in one case Equestria itself, across nearly every dimension by a pony trying to get revenge upon her for having friends and for ruining her 'perfect community' of Cutie-Markless ponies. The ones she'd brainwashed to think they were all equal and happy, despite the opposite being true. She'd tried to convert the sextet of friends to her way of thinking by stealing their Cutie Marks, and thereby their special talents, but ultimately failed. Twilight and the others escaped, and, with help, stopped her from stealing her friends’ and her marks for good.

After Twilight and her friends had gotten their stolen Cutie Marks back, as well as the Cutie Marks of the villagers, the village leader Starlight Glimmer had many moons later after that event tried to get revenge. She made it so that Twilight and her friends had never met by using a time-travel spell and changing the past, preventing Rainbow Dash from creating the Sonic Rainboom that had inadvertently set off a chain of events which had earned the sextet all their Cutie Marks, thus consequently eternally bonding them as friends before they even knew each other.

The constant time-traveling – and each increasingly horrid alternate fate of Equestria it brought with it, ending with Ponyville and all of Equestria being a barren, lifeless wasteland – only ended when Starlight Glimmer, the pony responsible, surrendered and stood down after realizing exactly what she was doing; her not realizing just how important Twilight's friendships ultimately were to the very existence of Equestria itself upon seeing the desolate wasteland it would become without them with her own eyes.

"I see you know what I'm referring to, Twilight," Luna said, seeing the expression of deep thought on her face, "I cannot help but feel that such a valuable - and so easily exploited - object as the Cutie Map being left unprotected any longer is in Equestria's best interests. I mean, it's not that I don't trust you to protect it from others who mean to use it for malefic means Twilight, nor that I do not trust you yourself, as quite the opposite is true, but I believe having guards guarding and patrolling around the Castle of Friendship..." Luna said, nodding to either guard that flanked her, "...to protect you and the Map as well, would be in the best interest of all involved."

Twilight looked to either guard, then back to Luna again. "I see. So these guards...are meant for my castle?" she asked, getting a nod from the moon-princess.

"Yes Twilight, I am posting two of my most trusted Royal Night Guards to your castle to begin serving you. I would send a platoon of guards to you, but we, sister Celestia and myself, believe that two per shift – two for day and two for night – will suffice for now, given the relative calmness of Ponyville as of late, outside that incident. These guards, and those Celestia will be sending within the week for the day shift, are under strict instruction to follow your every command as though it were my own, and will serve you in any way necessary." Luna said, pausing when Twilight looked at her guards with a hint of unease.

"Ah, I see you've also noticed that they are both 'thestrals', more commonly known as 'bat-ponies', as are many of my Canterlot Night Guard. They are close friends with each other, and myself, and they have impeccable night-vision, great maneuverability given their wings and training, and are undyingly loyal to me...and now you. I asked sister Celestia for her opinion on the matter and she agreed with my decision. These two guards are now officially under your command, Twilight." Luna concluded, looking to Twilight for a response.

Twilight simply blinked, noticing that the two ponies were indeed thestrals, their leathery, membranous bat-like wings folded to their sides, small fangs protruding from their mouths. Twilight took this opportunity to look them over, slowly circling the two. As she did, their eyes didn't follow her, both staring ahead as they were trained to.

The stallion was as thickly build and highly muscular as all Royal Guard stallions were, wearing the regulation silver, purple and blue crested helmet and patrol armor set of the Lunar Royal Guards along with matching silvery sabatons. His coat was an ashen grey, his mane so light-gray it was virtually white, both groomed and trimmed to regulation, his coat glossy and his mane cropped short. His tail's color matched his mane's and was cropped short as well.

Like virtually all thestrals - with a strong minority having red or green instead - his eyes were golden-yellow and their pupils naturally slitted like a cat's, giving him a mysterious and unnatural appearance to most ponies. His membranous wings, now folded at his sides, were much like those of a bat's – hence the thestrals' moniker of 'bat-ponies'. The fingers were an ashen-grey, with the inner membranes a lighter gray. As she looked from his tail to his stifle, she saw that his Cutie-mark was a dark-blue shield with a crescent moon as its crest.

The mare looked much the same as the stallion – a glossy mid-grey coat, a few shades lighter than his, slitted yellow eyes, leathery, membranous wings with lighter-grey membranes, silvery helm, metal armor, and sabatons – but was significantly shorter and less bulky than him, looking about the general size of an Earth-pony mare and just as muscular. Her mane and tail were a deep royal blue and were longer than the cropped style of her stallion compatriot's, flowing into gentle waves, with her tail in curls instead of being cropped short. A look to her flank showed that her Cutie-mark was the Moon with a raincloud in front of it, with precipitation visible.

Luna must have noticed the expression on Twilight's face as she looked over the guards, mistaking it as fear, so she quickly worked to quell whatever was going through her mind about them. "Besides your castle's security and after the 'vampony' rumors – and they are just that, rumors – about thestrals drinking blood that have been spreading around these parts, I need Equestria's citizens to see that the thestrals are no more threat than anypony else; to show them that bat ponies are not to be feared, but instead to be trusted and viewed as protectors in the same way as my sister's guards are, instead of seeing them as blood-sucking monsters. What better way to accomplish that than having two of them protect the Princess of Friendship herself?” Luna explained, getting a soft nod of understanding from Twilight.

"I'm not afraid of them or anything, I mean, I knew bat-ponies all the time in Canterlot Castle, remember? I used to talk and play with the guards and Guard recruits as a filly all the time. It's just... why now? Starlight Glimmer did that last month, and now she's living with me and is making great progress on reforming herself as my pupil learning about friendship," Twilight said, before looking at the guards, "I mean, nothing's happened since..."

"I know this is sudden, but we simply cannot have a recurrence of a security breach of this magnitude. While I trust your judgement on Starlight Glimmer turning a new leaf, what if the next pony or other creature to pull something like this isn't just a misguided pony, but has truly evil intentions of destroying Equestria after all? Regardless, Celestia and I have been discussing sending you your own guards since that castle...grew...and this simply moved that along to fruition. Besides, we wouldn't want to have to get Shining Armor involved, would we?" Luna said with a sense of finality.

Twilight slumped a bit at the mention of her brother. She knew she'd never hear the end from him about it if Luna did tell him she'd been at risk in her own castle, and that he would probably insist on protecting her himself. Twilight couldn't have that, knowing he had an entire empire to rule with his wife Princess Cadence, as well as their beautiful daughter, and her niece, Flurry Heart, to care for and watch grow up; neither of which he could do guarding her.

"Alright, I understand and accept. They're...my guards now." Twilight said, getting a nod from Luna as she rose and hugged her again in parting.

"If you have any trouble with them, though I shouldn't imagine you would..." Luna said, giving each of the guards a firm look, "...just let me know and I'll take care of it. Sorry to leave so suddenly, but I've other matters to attend to, so I'll leave you to get acquainted with your new guards, and if you have any questions regarding them or anything else, just feel free to send a letter or visit me in Canterlot. Goodbye Twilight, and thank you for the tea." With that, Luna lit her horn, and in a second she was gone in a flash of light, leaving Twilight alone with the two Thestrals.

The room was awkwardly silent after Luna had left, the two guards still standing at attention to either side of where Luna had sat, motionless and seemingly lifeless, their faces devoid of any emotion. "Um...hello?" Twilight said as she looked to the guards, similar to how she'd spoken to Pinkie Pie that very first time she'd met her in Ponyville; unsure, but friendly.

"Master-Sergeant Bade Moonglade reporting, Your Highness!" the stallion barked, saluting.

"Sergeant Amaya Noctis reporting, Your Highness!" the mare replied in tandem, then saluting herself.

Twilight jumped at the sudden voice of the thestrals, though instantly recognizing the stallion's from somewhere long ago. "So...um...what exactly are your orders?" Twilight asked, trying to take on the sudden authoritarian role she was thrust into.

"We were commanded by Our Princess Luna to guard you and your home with our lives and to obey your every order as though it were her own, Your Highness! We are stationed at the Castle of Friendship for now and until further notice, and are to patrol for any anomalous behavior or occurrences on the grounds, in addition to whatever your orders are, ma'am!" the stallion stated, still standing firm.

Twilight was feeling somewhat uneasy by them just...standing there statuesque, staring at her and saluting. "Um... at ease?" Twilight said, more of a question than a command, but instantly the stone-like ponies relaxed some, looking like living ponies instead of statues of them.

"Bade...Bade...I know that name. Don't I know you from somewhere?" Twilight asked, finding the stallion looking more and more familiar as she looked at him more.

"Permission to speak freely ma'am?" Bade requested, Twilight granting it with a nod, "Princess Twilight, we were both foals living and studying in Canterlot Castle together, ma'am. While you were studying, I was in a junior guard program. We would occasionally talk when we met at the Royal Library, you doing magic studies and I royal guard studies."

There was a spark of recognition in Twilight's eyes, remembering a certain bat-pony pup that would always bother her while studying, just another of the ponies trying to 'make friends' with her and interrupt her studies, just like Minuette, Lemon Hearts and Twinkleshine, and of course Moondancer; all of them ponies she'd recently made amends with. Feeling a pang of regret as she remembered how she'd blown him off time after time, she decided this would be a good chance to make reparations with him too. "Bade Moonglade?" Twilight asked excitedly in recognition, the stallion nodding, "Moonie?!" she asked again, with the stallion smiling brightly in response to that old nickname she'd given him as a pup.

"Yeah...that's me, all grown up and enlisted in the Royal Guard now....and look at you, Princess Twilight Sparkle!" he said happily, looking much more relaxed now, "When I learned you were the newest Princess, I couldn't believe that little filly with her books—"

"Oh, so this is that little ‘lavender-coated, violet-eyed filly’ Twilight you'd always talk to in the library, huh?" Amaya, the mare guard, interrupted, looking at Twilight then at Bade again; "She sure grew up from the 'little bookworm' you described her to me as, becoming an alicorn princess and all..." She gave Bade a smirk.

"I-I'm so sorry your Highness!" Bade stammered, mortified, glaring at Amaya before bowing to Twilight, "I didn't mean anything bad by that description, just that you liked studying books! I mean—"

"At ease Master-Sergeant." Twilight stated in a command, the solder quickly getting back to his hooves. Twilight could swear she heard Amaya giggling. Twilight sighed. "Look, it's very hard for me to command ponies around like this and have them putting me on a pedestal just because I have wings and a horn. Therefore, I request that you and Amaya remain at ease around me and treat me as though I were a fellow guardspony, or friend, instead of royalty. Until I give an order, of course...and that's an order itself."

The two thestrals looked at each other, then her. "Your Highness, are you commanding us to...you want us to treat you as an...equal?" Bade asked, a confused tone in his voice.

"Yes, yes I am." Twilight said simply, nodding, "I really don't feel comfortable bossing ponies around in an everyday situation. It just feels...wrong to me."

The two bat-ponies looked to each other, back to her, then nodded. "As you request." both replied, giving a courteous bow.

"That means no bowing either, except in public," Twilight said, giving a chuckle, "friends don't bow to each other like that, after all. Also, just call me Twilight please, and that's an order too. Being called 'princess' still makes me feel...weird."

"As you wish...Twilight." Bade said, with it feeling strange calling her that.

"Yes Twilight, as you command." Amaya replied.

"Also," Twilight said, noticing the large amount of luggage set up near the entrance, undoubtedly all of the guards' possessions, "I would like to show you to your quarters first," Twilight called out to them as she watched them walk away to do their initial patrols no doubt. "I want you to be comfortable here, and having a little place to call your own is a great way to get settled into a new home. You can also leave your armor in your chamber when you're off-duty. You won't need it to relax, after all!"

Both guards nodded as Twilight levitated their bags in her magic, following her as she'd commanded.

<Wow, this is gonna feel soooo weird having these guards under my control...> Twilight thought to herself, soon reaching some vacant rooms side-by-side, and a short distance from her own.

Twilight thought, her eyes once more drawn to that stallion, seeing in great detail just how handsome he'd grown up to be,

~

As he was setting up his room and unpacking, Bade pulled out an old and partially-faded, badly-taken picture of himself and Twilight when they were filly and pup and placed it in the frame of his vanity mirror, looking at it as the memories of her started rushing back to him. That's when Amaya nudged Bade, interrupting his thoughts as she looked down at the picture. "Hey, is it just me, or is Princess Twilight really hot now? Like, she's one hay of a sexy mare!" she asked, getting a mortified look from Bade but continuing anyways, "I mean, I know she's a princess and all but damn her wings are seeeeexy...and that flank, don't get me started on her flank!"

"You shouldn't say things like that about a princess!" Bade exclaimed instantly, looking around to make sure nopony else had heard her. The area was empty, save for them.

"Aw lighten up! I could see the way you were looking at her flank too, mister 'I used to talk to you in the library sometimes, Twilight'! Don't think I've forgotten what you said about how you used to feel about her, Bade. How you used to think about her once you were alone for the night...how—"

"Enough!" Bade said sharply, interrupting her as he continued to unpack, a blush heavy on his face; "That was before she became a Princess!" He sighed, looking to his dresser's vanity mirror and seeing his own reflection, "Besides, we barely even talked back then. After a few exchanges she'd always start ignoring me, engrossed in some book or another again. I'd never stand a chance catching her attention now, not with her...being a...a Princess...and me a lowly guard, and a thestral at that. A...A 'bloodsucker', as they call us."

Bade recoiled as he felt a hoof smack his face firmly but not enough to hurt much, looking into the hard gaze of Amaya. "Don't you dare say such things about yourself, Bade Moonglade, or about our tribe! Not only are you absolutely not a 'bloodsucker', but you're also somepony who's risen through the ranks of the Royal Guard in record time; somepony Luna trusts explicitly with her very life and who many other ponies are proud to call a friend and fellow Guardspony, including Princess Twilight herself! Somepony that is also very special to Twilight even still, I'm sure."

Bade simply chuffed. "As if...Twilight is a princess now! An Alicorn princess! I've not truly known her in...at least twenty years, and she's...got other friends now. The quintet of mares who will never leave her side, and who have helped her save the world...hay, countless times. She doesn't...need a worthless bat-pony like me as a friend anymore. Surely—"

Another, harder smack of a hoof across his face interrupted him again, with him looking up to see Amaya glaring at him once more. "You are the best friend I've ever had Bade! I never want to hear you call yourself worthless again, you hear me?! You're a kind, handsome stallion who is loyal to his friends and country alike. You would lay down your life to protect Equestria as you swore in your oath to do. Not everypony can say they would...and Twilight would be lucky to have somepony like you as a friend! Besides that, a Princess not falling for a Royal Guard? Oh, did you maybe hear about Shining Armor? Who do you think he is? Oh, right, HE'S A GUARD MARRIED TO AN ALICORN PRINCESS!"

Bade simply grimaced, rubbing his smacked cheek idly as he thought about what Amaya said. He'd finished unpacking, his room now looking much like his barracks at the Castle though much more roomy. He could get used to not having to share a bathroom with other ponies, and not having to listen to Nightfang snoring all night too!

"Twilight would be even more lucky to have you as a lover than a friend, as you said you'd always dreamed of her being! I remember you telling me about those dreams, of you getting married to her..." Amaya said as they then walked to her bedchamber, her thoughts then switching gears; "Oh I hope my 'preciouses' didn't get hurt in the move...please tell me they didn't..."

Bade blushed deeply at that statement about getting married to Twilight, glad that his helmet covered his face from Amaya.

"Amaya..." he muttered, clearly trying to contain his embarrassment and failing.

"Anyhow...don't think I've forgotten about that...and don't forget about that time you nearly asked her to dance at your and her graduation ceremony dance! How you told me you wanted to ask her on a date...then didn't. How you wanted to marry her, have foals and grow old together..."

Bade remained silent the rest of the trip, remembering all of that was true. He had wanted to ask Twilight Sparkle, the beautiful Unicorn he'd known since foalhood, to dance that night but hadn't had the nerve; he'd wanted to ask her on a date many times after as well but never could bring himself to. "I...I know." Bade replied simply, sighing softly.

"...and don't forget that I know you used to masturbate to the thought of her when you were younger! If I were you back then, I would have gone after that cloppable flank then and there!" Amaya said, then finally reaching her chamber and stepping inside, finding it looked much like Bade's next door.

Bade's blush grew deeper as she said that, his head lashing up to look at her, "You promised you'd never bring that up again!" he yelped, looking like a scared rabbit, "You can't tell anypony I used to think of Princess Twilight like that! I'd be a laughingstock...and possibly even kicked out of the Guard or something!"

Amaya put a soft hoof on him, smiling softly, "Hey I haven't told anypony before, why would I now? Besides, you think you're the only one with that purple posterior on their mind as they rub one out? She's likely the clop-material of many a pony, stallion and mare alike..." she comforted, with Bade quickly calming down, "All I'm saying is, I know you still likely harbor feelings for Twilight, no matter what you say." Amaya sighed, before looking out the window and seeing night was falling.

As she dug through her luggage, she pulled out a number of long and slim boxes and opened them. "Ah, looks like my preciouses are juuuust fine." Amaya said with a sensual coo, Bade knowing those dozens of boxes all too well. Inside each one was a dildo or dong of some sort; many were anatomically accurate stallionhoods – medial ring, flared glans and a large set of balls at the base, though some lacked the balls – though there were more than a few more 'exotic' ones, like the upward-curved equine-shaped Zebra one, or the pointed and barbed 'Manticore', or the very large and thick-knotted 'Timber Wolf' or the dual-shafted and spined 'Dragon'. There were also double-ended ones, for when Amaya had mare ‘company’ in her bedroom. As she gave the glans of one a kiss, Bade winced.

"Really Sergent?! You brought those to a Princess's castle?!" Bade exclaimed in disbelief.

"What? I couldn't simply leave my collection of preciouses behind! What was I supposed to do, throw my collection that's worth at least a good few thousand Bits away just because we're changing deployment?" Amaya asked indignantly, petting one of the larger, double-ended twenty-four-inch stallion models, "You know as well as I do how strong a thestral's sex drive is Bade, and I wouldn't survive long without one of these during mating season! Oh, don't give me that look! Don't think I haven't heard you moaning as you rubbed one out countless times after smelling a mare in heat over the years either!"

Bade's cheeks flushed red again as she said that, not helped by the large collection of dildos now displayed proudly on Amaya's shelf, all standing tall and proud in a row by size." "C-Come on, we've got to secure the perimeter at least once tonight." he said, trying to change the subject.

"Alright, alright, mister 'Thestral who can't talk about sex or jacking off without getting flustered'. I just have a few more bags and preciouses to unpack." Amaya said, moving to her non-sex-related baggage.

Bade nodded, lost in his thoughts now as she unpacked her clothes and such; thoughts of a particular purple alicorn he was tasked to protect. A beautiful, important mare that he indeed still felt very deeply for even if she likely didn't feel the same for him.

Amaya thought, looking over to her friend,

~

Twilight had arrived back in her study after she'd guided the two guards to their chambers to settle in, looking through her collection of books that had been salvaged from Golden Oak Library, the hollowed-out tree library that was her home that had stood near this spot, after its destruction at Tirek's hooves. As she carefully looked through the tomes with her magic, them still smelling lightly of burnt wood and smoke, she finally found what she was looking for.

As Twilight held the book she smiled softly, opening the book up and finding it was the picture album that she had as a filly she was looking for. As she looked through all of the pictures of her past – one of her holding her acceptance letter to Celestia's School for Gifted Unicorns, one of her graduation from it, a picture of her and Cadence at the beach, Shining Armor, her brother, giving her a playful noogie when they were foals – and finally, a blurry, out-of-focus and slightly faded picture of her and a small bat-pony foal. A colt named Bade Moonglade standing beside her at their graduation, both smiling brightly.

Twilight smiled as she remembered the too-brief talks they'd had at the library, with her so focused on studying she'd started ignoring him after they talked for only a few minutes. Now that she thought back, he seemed like a nice enough colt and was cute to boot, something that she realized had translated over well to when he'd become a stallion. A big, strong, handsome stallion.

As Twilight looked through the precious few other pictures she had of him she smiled softly, wishing she'd gotten to know him more. Then she realized something: that nothing was stopping her from getting to know him more now; he was now posted her guard after all.

~

Amaya and Bade finished their first sweep before the sun set over the horizon, the sky a deep purple and orange, the stars of Luna's night starting to show as they headed back inside Twilight's castle and locked the door. Twilight had asked Spike to prepare an extra two portions of dinner for the guards, and as they sat at the table after being called for dinner they found a bowl of minestrone soup and fresh-baked bread placed before them, along with a floral salad of daffodils, daisies, lettuce, tomatoes, and rose petals drizzled with an Itallion-style vinaigrette.

"So, see anything out of the usual out there on patrol?" Twilight asked casually, a crisp crunch sounding out as she took a bite of bread.

"Nothing to report Prin...Twilight." Bade said, stumbling as he'd nearly called her 'princess' again and broke her earlier orders for them not to.

"No ma'am, nothing at all." Amaya said, confirming her partner's statement, "All calm."

As something came to mind, Twilight looked to Amaya, then Bade. "So, why do your names both have to do with the Moon? Is it like that with all thestrals?" Twilight asked, that question nagging her since she'd learned 'Amaya' was Japonies for 'night rain', and Moonglade was obviously also lunar-related, having done some light reading on thestrals and their customs while they were out.

"Well Twilight, long ago before Equestria was founded, Princess Luna found our race living in caves, away from the other races. A long story short, Princess Luna alone helped to defend us thestrals from certain extinction from a great threat, teaching us to fight and fighting to protect my ancestors herself. As a way to honor her, and what she'd done for us thestrals, at least one child from each family is to be named in some relation to the moon, night, dreams, or Luna herself." Amaya explained, taking another bite of salad.

"Being named in that way is viewed as a great honor in our culture; being named after your race's savior and all. I am the chosen one in my family, and Amaya in hers. Our ancestors swore their loyalty to Princess Luna that day of our salvation, swearing their fealty to her to serve her in any way possible for all generations to come. That's how the Lunar Royal Guard was originally formed, replacing the ponies who once served to allow them to use their talents elsewhere. Of course, those who wanted to stay were allowed, but Luna knew the value of having powerful allies. She also knew the pain of being shunned, so didn’t want that for the beings she just saved and befriended." Bade finished, having finished his meal in the meanwhile, eagerly moving on to the still-warm chocolate-chip cookies served for dessert.

Twilight blinked, having never read about this in any of her studying. She knew that not too much was know about thestrals' past though, as many ponies needlessly feared them too much to study even what was already documented of them; thinking of them as the 'vamponies' of old myth, many didn't even dare to approach them, let alone talk to or study them. All that was known by many was that one reason they were so efficient as night guards was that, combined with their keen night-vision and hearing, they also had their natural high-frequency screech that could temporarily deafen and disorient a threat, while also acting as an alarm call.

"Ah, I see, that's very interesting. I'll have to look into thestrals more." Twilight said, knowing she'd have to ask Princess Luna for more information or reading materials on thestrals later, to understand her new companions more. After all, who would know better about her guards than she who saved their race.

Amaya simply nodded, moving on to her own dessert, "So, mm these cookies are good...um...I mean, any more questions Twilight?" she asked, getting a nod in response.

"So, you and Bade are friends?" Twilight asked, getting a nod from both.

"Yes, we've known each other since we were filly and colt, or 'pups' as our tribe calls their young, and we've been inseparable since." Amaya answered, Bade backing her up with a nod, "Then we both decided to become Royal Guards together when we came of age and went to Royal Guard training together. He pulled more ranks than me though and eventually became my superior, something he won't let me forget."

"Ah, I see." Twilight said, nibbling on a flower stem, "So, anything exciting happen while you were on duty for Princess Luna you'd care to, or can, share?"

Amaya grinned. "Oh yes, let me tell you about that time..."

~ ~ ~

It was a couple of hours later of talking when Twilight yawned grandly, stretching her wings and legs as she stood. The quartet had talked about this and that; Twilight and the thestrals talking about themselves and their pasts, and Spike tossing in what he'd done with Apple Bloom that day.

As Twilight again yawned and Spike joined her, the thestrals nodded. "Are you ready to go to bed, Twilight?" Bade asked, getting a nod from her as he realized it was likely around midnight and they hadn't done any more patrols since late evening.

"Not that getting to know you two more wasn't fun, and hearing that about Princess Luna, but it's been a kinda long day." Twilight said, getting an understanding nod from the guards, "So, you two going to sleep as well?"

Bade shook his head 'no'. "You're not tired?" Twilight asked, getting another shake of the head.

"Ma'am. We thestrals are nocturnal, which is why we are so good at being night guards; when ponies have trouble staying awake, we're awake and alert." Bade explained, with Twilight clearly remembering that fact now, "Amaya and I will sleep in the morning, when you awaken. We will keep the area secure overnight."

Twilight simply nodded, her eyelids lidded tiredly as she smacked her lips, once more stretching her wings and legs as she walked. "Mmmmk, goodnight then." Twilight stated simply, Spike giving the guards the same sentiments, before both headed to her bedchambers.

As she walked away, she didn't notice that both guards' eyes followed her flank as she walked, before Amaya nudged Bade, startling him.

"W-Wha-?" he stammered, unable to tear his eyes from that royal plot.

"Don't think I don't see you eyeing the Royal Heinie mister Moonglade..." Amaya said with a snicker, seeing Bade's cheeks burn with a blush as he finally looked away, "...but don't worry, I was looking too. As I said, that ass is definitely divine."

"C-c'mon, we should do a patrol. It's been hours since the last one." Bade said, derailing the topic again.

"Uh-huh, alright." Amaya said with a knowing smirk, before following behind him as they headed to the front door.

~

In her chamber, Twilight lay awake on her bed, thoughts and memories of the thestral stallion who she couldn't stop thinking about for some reason keeping her awake.

"Bade...what are you doing to me..." Twilight whispered to herself, not entirely sure how to deal with the feelings that stallion was giving her. Feelings she'd never felt for a stallion before him.

Twilight felt she could warm up to having some new constant company around the castle to talk to; sworn, loyal protectors willing to give their lives for hers. To follow her every command.

It certainly helped they weren't the worst looking either, especially not Bade.

A Not-So-Scientific Study in Biology

Twilight was at the monthly 'heat-party' breeding orgy that Pinkie held during the mating seasons every year, having applied the contraceptive spells to all the mares who wanted it, and now staring at the goings-on; stallions mounted on mares and humping away, mares riding stallions' cocks as they laid on the provided cushions, and mares using dildos, other toys, their hooves, or magic on their mare partners, all accompanied by the sound of techno music throbbing through the speakers and sounds of pleasure.

Twi knew that many of the mares with stallions were being truly bred, having refused her offered contraceptive spells, and that only made the whole scene that much more sexy to her; she never knew if a stallion's cry of orgasm was a mare being given a foal or not. Twilight was standing in the corner as the music only partially drowned out the moans and cries of passion and orgasm...before something weird happened.

All of a sudden, all of the stallions, and even some of the mares, became Bade Moonglade and many of the mares became herself, making Twilight gasp softly as she looked around, seeing Bade mating her in so many positions, or using so many different toys on her. Finally, one of the Bade clones walked up to her and mounted her suddenly, Twilight moaning out in pleasure at his weight on her croup, before he pulled back his hips and—

~

"Uuuugh..." Twilight moaned as she awoke the next morning with a dry throat and a throbbing head, groaning as the morning sunlight made her wince and turn away. Her whole body felt hot, making her kick off her covers, feeling the mattress beneath her soaking wet as though she'd lost control of her bladder...though she knew that wasn't the case. Her lower belly had that certain itchy-burn, and the air around her had that certain musky-neon scent that could only mean one thing: she was an alicorn in her estrus, her body and mind both begging her to find a stallion to breed her.

Twilight groaned at the horrible sensations, knowing they'd only get worse than better as the day, or days, went on; knowing that having a stallion around, especially one she may have...certain feelings for judging by that dream she'd just awoken from, would only aggravate it and make it go full-strength for five or more days, instead of her heat being weaker and fading away after just a day or two like it always used to. Not to mention the fact that he'd likely be distracted from his job by her fertile scent...

"Great... now I'm in heat and there's a stallion who may have a crush on me, and that I myself may have a crush on...not to mention a mare who's been trying to get me into her bed since day one, in my castle..." Twilight muttered to herself as she closed the blinds, silently cursing the sunlight for bringing her estrus on through no fault of its own. "Stupid estrus, stupid mating season..."

In the past, in order to avoid the breeding season and instead use that time to get ahead on her studies, Twilight usually locked herself away in her library, or now her castle, for a day or two to avoid the temptation of pouncing a stallion and having him fill her up with his big, long, hard—but now with her new guards here, especially the handsome, adorably shy Bade Moonglade, there was a temptation she couldn't simply just get rid of. She knew simply hiding in her bedroom wasn't going to work this time, and had already submitted to the fact that she likely wouldn't be a virgin anymore by the time this heat ended. Something she was actually surprisingly alright with.

"Bye-bye virginity, it's been nice knowing you..."

In the past weeks after her guards' arrival and even to that day, Twilight had also started studying on thestrals more, learning about their history, biology and general habits... and their courting methods, erogenous zones, and reproductive habits, just in case. It didn't help thinking about those particular lessons now though.

"Well, remembering all that certainly doesn't help my...urges..." Twilight groaned, her muzzle landing into her pillow with a quiet *pomph* as her wings stood erect behind her, her lower belly burning as her pussy leaked its nectar all over her bed while her clit winked constantly at nothing.

Twilight moaned as she thought about all she'd learned about a thestral stallion’s 'reproductive anatomy' and the diagrams of them in the books, her hoof creeping down her barrel until it met her heat-swollen marehood lips, making her gasp as she realized just how wet and sensitive she'd gotten, no doubt from that heated dream she'd just awoken from. "Wow...almost forgot how wet I get down here during heat with other ponies around...and hot..." Twilight muttered as she started passively rubbing and spreading her lips to dig a little deeper, moaning softly as she did, "a-and sensitive..."

Twilight knew that rubbing herself to orgasm would only help slightly for a couple of hours at most, even in the best of times, even alone and without a virile stallion in the same building. Regardless, even a few minutes was better than no relief at all. Plus, masturbating and cumming felt great no matter what, especially when enhanced by her increased sensitivity from her estrus.

"I bet Bade's cock is waaaaaay better than just my hoof... I mean, it can probably go all the way inside of me after all...I wonder if his looks the same as those in the books..." Twilight said, her face instantly flushing hot as she thought that against her will.

"Stupid heat!"

~

As Twilight stepped into the shower after a fairly underwhelming orgasm in her bed, though all it achieved was absolutely soaking herself and her bed with her very thick, fertility-telling fluids when she came; she still felt the burning inside of her just as intensely. Her climaxes were never truly satisfying, but instead extra messy and hard to clean up after, during her estrus. She always felt so empty as her muscles clamped down on nothing when she orgasmed...all alone...

Twilight gave a quiet gasp as the cold water washed over her, cooling her off almost instantly...except that incessant burning in her belly and crotch, of course. She stood under the cold water for a long while, simply letting it run over her as she thought; thought of her new guards, and especially of Bade. As she thought more and more about Bade, she found her belly burning hotter every time she thought of him or her dream which just wouldn't fade from her memory, her nether leaking its precious nectar as her clit reflexively winked near-constantly, making it run down her legs or directly onto the shower floor, then down the drain with the water.

"I need to orgasm again...already...?" Twilight asked her winking marehood flatly, though it gave no response besides another desperate couple of winks, "Fine..."

As she finished in the shower, and after she brought herself to another unsatisfying, overly-messy orgasm with her hoof thinking of her sexy stallion thestral guard whilst the water washed over her, she walked to the dining area, following her nose to the food she'd been smelling. Then she saw him. Bade was innocently sitting at the breakfast table having some pancakes and eggs, laughing at a joke Amaya had told and she'd apparently missed, totally unaware of what was coming. Almost instantly he stopped laughing and Twilight watched his nostrils flare as his head snapped to her once she'd entered the room, his nostrils flaring more as he sniffed more on reflex, subtly taking in her fertile scent as he felt his sheath stirring in response.

"Good morning..." Twilight said groggily, not oblivious to the, likely sexual from one and obviously sexual from the other, attention that she was getting from the other two ponies, Spike apparently having left to do whatever he chose to do outside of the house after making breakfast. Likely something involving his marefriend Apple Bloom in some, likely physical, capacity given it was pony mating season after all. Twilight poured herself a much-needed cup of coffee with her magic, groggy even still after the cold shower, and still feeling that burning within her that was only aggravated more by being in the same room as a stallion. A stallion who, judging by his lightly-musky scent, was very virile.

"Um, good morning Twilight." Amaya replied, not oblivious to the sexual tension now palpable in the room, nor the scent of mare-in-heat that she knew was not coming from her, the only other mare in the room.

Bade nodded but remained silent, nostrils still twitching, afraid he'd give off a breeding whinny instead of a 'hello' if he opened his mouth.

Twilight took a long swallow of the still-warm coffee, giving a quiet 'mmm' as the strong, bitter brew flushed her senses of the scent of stallion musk and her own heat for but a moment, before both were back in full force. "Bade," Twilight said, getting a jump from the dazed stallion, "I um...after breakfast you...I'd like you to guard me while I'm in my study today. I don't want any interruptions as it's a...very delicate study I'll be doing today, and you seem like the...perfect stallion...I mean pony...to do that." Bade simply nodded, internally wondering why she was changing his post assignment so suddenly....and why she was so nervous about it. After all, now was usually his off-duty time.

"Amaya, I'd also like you to guard the outside of my castle and prevent any intrusions or interruptions to this...delicate study."

"Yes ma'am!"

"Yes ma'am!"

After a tense breakfast was finished, Bade's eyes almost never leaving Twilight and Amaya offering a suggestive gaze of her own at the heated princess, Bade was now standing outside of Twilight's study in full armor. He stood stark still and staring forward, on-duty. He knew Amaya was patrolling outside as ordered and couldn't help but feel slightly guilty that she had the harder job. However, his thoughts were interrupted. "Bade?" Twilight called out from within the room, "Can you come in here please, I need help with something."

Bade hesitated, knowing only one way of 'helping' a heated mare, but quickly heard her demand again.

"Now, please."

Bade opened the door and, as he feared, was smacked right in the muzzle with the pheromones of a very fertile mare. The whole room was saturated with Twilight's scent; the musky, lightly-neon-hinted scent of a ready-to-breed Alicorn mare calling to him on a very base level to come and mount her, apparently the same scent as a Unicorn.

"Oh, there you are! Come in....all the way please." Twilight ordered, with the stallion hesitantly agreeing and entering the room fully. As Bade did as ordered and closed the door, he looked up to the mare who'd called him. Twilight was sitting behind her desk on a cushion, before her a small stack of books and opened one, her scent coming off of her strongly; Bade knowing by her scent that she was likely to be ovulating within a few days. Nothing suspicious about that, as it was only natural. What was suspicious, however, was the look she was giving him. A look that basically said 'come rut me'. He simply dismissed it as subconscious on her part.

"U-um, yes Princess, how may I help you?" Bade asked, though not daring to imply the most obvious way he could 'help her'.

"Ah, yeah, that..." Twilight stammered out, her eyes shifting as she clearly was thinking, "AH! Well, I was just researching the Thestral race as you can see...and I thought it would help to have a live subject to do an...external biological study on. Nothing invasive I promise, simply...external structures and...appendages. It would likely involve me touching certain...physical parts of you, such as limbs and...appendages..." Twilight said, but her voice and gaze upon him were not changed from the earlier tone she'd used with him, the one basically saying 'please come rut me, I need your foal'...or was he simply imagining that because of her condition and what it was doing to him, Bade wondered.

"I, um, I suppose that's alright...as long as it's not 'invasive', that is." Bade simply said, though he almost instantly regretted the words as they left his mouth, knowing what letting a mare in heat touch him, even in a clinical manner, would likely do to him; what involuntary reaction would very likely happen with her fertility-telling scent so close to him, her touch on his body...

Bade stood still, awaiting his next order.

"Mmm, thanks for your agreement to this...strictly scientific study. Now first, let's get rid of this armor that's...impeding me." Twilight said, lighting her horn, before Bade watched as her raspberry-red magic worked to unstrap his armor, feeling his chestpiece going loose first, followed by his flank-pieces being loosened and removed as well, then his sabatons. Finally, his helmet was taken off, all pieces neatly placed in a pile...and leaving him completely bare before the Princess.

Instantly Bade felt her eyes trailing over his fully-natural form, Twilight clearly taking in every aspect of him. For science, of course. Not like she was checking him out or anything. "There we go..." Twilight cooed, "...now...let's see...the subject is a stallion thestral and is about twelve hooves* high, fairly tall for an average pony stallion, and likely weighs about one thousand, five hundred pounds given his...very muscular physique." Twilight noted in a pseudo-detached, pseudo-clinical tone, using a measuring tape to measure him; Bade could still hear that tone of seduction in her voice however, no matter how she tried to hide it. "Subject 'Bade' is very fit and is a stocky build, a prime candidate for the study..." Bade noted that she paused after giving emphasis to that word, looking him over again, before continuing, "...and as such, I'm very lucky to have him agree to help me."

Again, Bade noted her emphasises.

"Bade, can you please open your wing to full length? I'd like to get a measurement of your wingspan now," Twilight asked, and Bade obliged, his wings unfurling and opening with a quiet flapping sound, feeling his slightly-cramped muscles pleasantly being stretched as he did. Bade felt the cool fabric of the measuring tape on his wing, even that clinical touch to such a sensitive area once more testing his ability to 'keep it in his sheath' as a tingle of pleasure went down his wing and then spine from the touch in his aroused state, as well as him hearing the distinct scraping of a quill on parchment. " Bade's wingspan is about twenty hooves wide, which actually exceeds his height." Twilight observed, before moving to his side.

Bade unexpectedly felt the measuring tape press softly to his neck, then felt the other end stopping and almost slapping his rump, feeling it pressing into the sensitive flesh of his Cutie-mark, making it that much harder to hold 'himself' in. "The stallion's barrel is about seven hooves long as well, meaning he's about half as long as he is tall, as with most other ponies." Twilight said, before suddenly reaching up and pressing her hoof to his stifle, rubbing it.

"H-Hey!" Bade responded in a surprised tone, feeling Twilight's hoof quickly retreating from his rump.

"S-Sorry!" Twilight stammered, "I just wanted to see if thestrals' Cutie-marks are as sensitive as a ponies' are. Apparently they are. I...um, I'm sorry? I guess I got a little...caught up."

Bade could sense by her expression that she wasn't sorry at all, and more than half wondered if it wasn't an intentionally sensual touch. Of course not though, that would be silly. Twilight, a Princess, being sexually attracted to a simple thestral guard simply was not possible. Was it? Besides, this was a scientific study, she'd said it herself. Of course, her own sexy alicorn wings being fully open and erect like that likely wasn't part of the study...

"I, um, I was curious if I could...touch your wing next? I was kind of curious about their sensitivity and...texture as well." Twilight commented, her blush actually starting to form at the request, "I...I mean if that's okay."

Bade was getting very suspicious now, with a thestral's wings being very sensitive to touch and indeed an erogenous zone much like how Pegusus wings are, and the fact that they are generally only touched during sexual foreplay or sex by a mate or personally for cleaning; given the lack of a need to 'preen' them as feathered wings had to be, the thestral was simply able to wash them in the shower like any other part. "I, um, I guess that'd be OK...for your study, that is." Bade said, quickly feeling his wing softly being tugged by her magic to open, before he personally opened both wings to their full span.

"Wow, they're beautiful!" Twilight exclaimed as she saw his wings open in their full glory, with them arching slightly upward from his back unlike a Pegasus's that stood up nearly straight at full expansion. Backlit, the thin grey membranes were slightly transparent, the forearm and fingers of the wing being a darker grey, like his coat, than the membranes. Hearing her call his wings beautiful made Bade smile slightly in pride, thestrals being just as proud of their wings as their Pegasus brethren.

"Um...thank-aaah!" Bade said, interrupted mid-thanks by Twilight's hoof tracing his wing’s membrane with a hoof, making pleasant sensations crackle throughout his wing and up his spine... and to his underbarrel as well. "C-careful please, our wings are very sensitive..." he warned softly, getting a nod from Twilight.

"I know, sorry." Twilight said slowly, then methodically traced seemingly every inch of his wings with her hooves, membrane and finger and forearm alike, Bade trying his best to keep his resolve and keep his penis inside its sheath, his guard training helping but clearly not much. That, however, was not meant to be.

As Twilight started to rub the muscles that attached his right wing to his barrel, Bade winced as the stimulation of those very sensitive muscles, mixed with the scent of a receptive mare and unintentional, or so he thought, sexual teasing, had its effect. He felt his penis drop against his power and the cool air of the room wash over his flare, with him sweating now from the surely-unintentional sexual teasing Twilight gave him, swiftly growing harder as she continued the wonderful, definitely-not-sensual massage.

"...and what is this Master-Sergeant Bade Moonglade? Indecent in front of a superior officer?!" Twilight virtually cooed, clearly having seen his peeking 'little soldier'. Though oddly, her voice was still seemingly seductive.

"M-MA'AM, I APOLOGIZE MA'AM!" Bade immediately exclaimed, panicking through the pleasure, her rubbing on his wing's base not having stopped, and as such he continued to grow harder at the stimulation.

"Explain yourself."

"Ma'am, a thestral’s wings are mmmph an...erogenous zone, ma'am, and you're rubbing mine. It’s also m-mmmmm-mating season ma'am and you’re giving off pheromones, and it's a s-strictly involuntary reaction, I swear to you ma'am!" Bade desperately tried to explain, sweating heavily now, hoping and praying to the goddess Faust that Twilight's punishment would be lenient. He expected to be banished from Equestria, to be sentenced to a life of dungeon time...

...the last thing he expected to hear, however, was Twilight giggling.

"You sure it's totally involuntary?" Twilight asked, Bade utterly surprised by that question, "Because to me, it just looks like you're submitting another 'appendage' to be measured..."

Bade's jaw hung open. "M-Ma'am?" he asked, utterly baffled.

"Well, I did say I'd be studying your appendages, and I'm pretty sure your penis fits in that category..." Twilight said, giving another unbelievably sexy giggle, "...but I'm afraid I can't tell its true length in its semi-flaccid state." Twilight said matter-of-factly; "I need it to be...erect."

That statement alone got Twilight that much closer to that goal, a throb going through Bade's very alive 'appendage'. "I...uh...?" Bade stammered, now at a total loss for words, feeling his semi-boner lightly twitching in response.

"...and what better way to get it fully erect than...direct stimulation from a mare in estrus?" Twilight's voice oozed lust now, even if it was poorly covered up by mock indifference.

"W-wha-are you saying..."

"Stimulation by hoof...and maybe more, if needed."

Bade's face was beet-red at this point, not sure how long he could keep up the thinly-veiled charade Twilight seemed to be playing. He could feel her lust just as strongly as he could smell her growing, needing scent, yet she still kept up the medical act.

"O-okay, that's okay I guess." Bade stammered, and then felt Twilight gently nudging him towards the desk.

"I'd like you to lay down so I can...'study' you more thoroughly. We can use the desk as an examination table; it's nice and sturdy." Twilight said, nudging him with her muzzle and him following her direction.

"B-but the desk is full of books and..." Bade stammered...only to watch as a wave of raspberry-red magic swept everything to one side of the desk, everything from books to ink-pots to quills haphazardly dumped into a large pile now.

"There, now it's not," Twilight stated flatly, "now please lay on your back on the desk."

Bade wasn't sure if he was taking orders from his princess anymore or the horny mare she'd become in her estrus, but his penis gave a throb in favor of the latter. Not one to disobey a superior's orders, he climbed on the desk, laying down on the smooth hardwood surface as his wings lay across the surface, his cock standing like a mage's spire off his belly now, fully erect.

Bade saw between his legs that Twilight was staring at that particular sign of male virility as he now lay on his back with his forehooves folded at his chest, his back legs spread-eagle on the desk and leaving nothing to the imagination.

"Wow...big." Bade thought he heard Twilight whisper, seeing her tilting her head to get more angles. His cock looked almost identical in shape compared to a pony stallion's—rather long and cylindrical with a thick medial ring in its center and an even thicker flare at its tip—his whole shaft black-skinned with only small flecks of pink flesh to match his pure-black balls. The only notable differences were the sheer girth of it and his balls being so huge.

"So, uh..." Bade said, red still burning on his cheeks as she looked at his penis like...well, like a mare in heat looking at a stallion's cock.

"Oh, right..." Twilight said in a distracted tone, blushing a bit and shaking her head as she realized where she'd been staring, not to mention the sudden increase in the fire in her loins, "Right...is this full length?" Bade gave a soft, subconscious glare, "N-no, I didn't mean it like that! It's just, for the study, I need it to be at full...erection...for accurate records.

"I, uh, I think so?" Bade said, unsure himself if he was at full mast, honestly not sure about much of anything at this point except that his foalhood crush, an alicorn princess, was staring at his penis and balls!

"Well, I wouldn't want the recordings to be inaccurate..." Twilight said, before suddenly sitting down and grabbing his penis between both hooves, softly starting to rub. It felt warm and firm, hard but spongy, slightly giving to her gentle squeezes but not bending completely. Twilight had never touched a stallion's penis before, so this was all completely new to her.

"T-Twilight?!" Bade asked in surprise, sensations of pleasure rolling through him as Twilight continued to rub softly, unsteadily...as though this was her first time doing anything like this.

"It's OK Bade, I'm just assuring full erection..." Twilight said nonchalantly, as if jacking off stallions was simply a part of every medical study.

"I...guh...I think that's...mmph...'bout as hard as it's gonna geeeeeeet..." Bade moaned out, before finding that Twilight stopped rubbing with her hooves...and instead he watched, then felt, as she lowered her muzzle to his cock.

Bade thought, in a minor state of shock.

She did.

Bade moaned against his will as Twilight licked his glans softly, his hips shifting up on reflex to the soft, warm tongue dragging on his member, a much stronger surge of pleasure going through him than with just her hooves.

"J-just ensuring full erection..." Twilight assured, though that excuse seemed to be wearing thin, as enjoying a stallion's pre-cum wasn't part of a scientific study! Each little dollop Bade produced, each drop his stallionhood drooled out for her, Twilight's tongue was quick to lick it up, her mouth moving as though she were savoring it...and secretly, she was. The raw, hormonal flavor of stallion set her senses and breeding instincts alight and made her tail start to involuntarily flag over her back, her clit starting a slow pattern of winking as she softly licked his flare like a lollipop.

It wasn't long before Twilight had started subconsciously moaning while licking Bade – her hips rocking back and forth as though she were being bred, her back arching up to a stallion who wasn't there – before she realized just what she was doing and stopped, blushing heavily and dropping her tail back between her legs. "I...uh...I think you're fully erect now." Twilight said, still blushing deeply, summoning the tape measure to her again. "Subject Bade's penis is fourteen-point-five inches long and eight in circumference, long and thick even for a thestral according to my studies, and for reference the average pony stallion is about eight to ten inches long and around five to six on average..." Twilight said, with more longing in her voice than she realized as she moved the tape to his sack, softly grasping both testes in her magic and gently wrapping the tape around them "...and each testicle is about four inches long and two inches in circumference. A very...virile specimen indeed."

Bade simply kept staring in his heat-pheromone-induced daze, before finally Twilight exhaled. "Bade, I have something I need to tell you. I didn't ask you..." she started, only to be interrupted.

"...in here to do a study, and intentionally redirected me to 'guard' you here so you could seduce me?" Bade finished, the red on Twilight's face growing a few shades.

"I-If you knew, why didn't you say something?!" Twilight asked sharply, flustered.

"Because we all have our coping methods Twilight. Mine is avoidance, and apparently yours is...studying to understand it more." Bade responded, Twilight nodding slightly, "I wanted you to be comfortable before admitting that to me....and I think you are now.

Twilight huffed, offering a soft nod. "Well, since all pretenses are off now and you know my true intentions...is this OK with you Bade? Being sexual with me, that is..." Twilight asked like a schoolfilly asking her school crush out on a first date, "I think I'm past needing studying as a crutch now, as you can probably smell."

Twilight's scent had grown stronger and she'd started dripping her mare-honey onto the floor, her tail flagged high and her arousal at a new peak. Bade's nostrils were flared as his cock remained at full hardness, starting to hurt a little as he smelled the fertile mare in front of him basically begging him to breed her, himself needing relief as much as she did now.

"I'm OK with this, as I...kind of like you too...but you do know that thestrals can get pony mares pregnant, right? I don't have any condoms." Bade's own cheeks flushed a little deeper, "Plus this would...kinda be my first time."

Twilight nodded. She had indeed learned that thestrals can crossbreed with ponies of all tribes and even zebras in her reading, and if anypony were to have vaginal intercourse with them in estrus, they would have to take the standard contraceptive precautions that they would with any other pony race, lest they likely become pregnant by them.

If the pony mare were to become pregnant by a thestral stallion however, or similarly a thestral mare pregnant by a pony stallion, the resulting offspring – or one of the multiple that could be born, given the much more common likelyhood of twins or even triplets among thestrals and their mates – would often be of the pony mother's or father's race, or presumably their original race in the case of alicorns. As for traits, it was very possible for the foal to have traits of the thestral parent – tufted ears, slitted pupils, bat wings, or fangs – or on extremely rare occurrence, be born a full thestral. If two thestrals breed, they would simply have another bat-pony pup or two.

"Yeah I studied on that, and don't worry about being a virgin. It's...my first time too." Twilight responded, before lighting her horn. She felt an even hotter burning in her belly for a moment, before ending the spell, "There, I used an anti-foal spell. Now I can't get pregnant for today as all sperm approaching my egg will be destroyed when trying to reach it." Twilight said simply, her tail once more starting to swish her fertile scent, permeating the room with her desire, "...but before all that, I should finish what I started. After all, everypony's first time should be special."

Before Bade could ask what she meant, Twilight quickly licked the underside of his cock from the base until she reached his flare, before once more taking its entirety into her mouth, earning a deeply pleasured moan from Bade and saturating her senses with male again. Encouraged by his moans, Twilight didn't stop sinking lower this time until her lips kissed his medial ring and his flare neared the back of her throat. As she pulled back, Bade's cock throbbed again and deposited a squirt of pre directly on Twilight's tongue, the masculine flavor making her moan deeply and sink down again.

Bade was meanwhile at a loss for words at this moment, the mare of his dreams going down on him, her fertile odor only driving him on as his hips started rocking on reflex to the hot, wet mouth on his upper shaft, hooves wrapped around his lower and pumping in tandem with her muzzle's bobs. Twilight seemed more than alright with his humping, not stopping him as she kept blowing him.

It was a surprisingly short amount of time before Bade felt a tickling in his balls joining the tightness in the back of his pelvis, the throbs in his cock telling him just how close he was, the sensual overload of the situation – he was getting a blowjob from a princess for bucks sake! – making him start to flare already. "T-Twilight, I'm...I'm close." Bade warned, but instead of pulling off at his warning, Twilight only seemed to speed up her motions.

Upon learning he was close and feeling his flare swelling in her muzzle, Twilight bobbed harder, swirling her tongue within Bade's glans process and hearing him gave a strangled sound as she did that, rewarded with another glob of pre on her tongue. Twilight felt like she was drunk or in a dream as she kept suckling his swelling flare before going down on him again, before finally, it was too much for the stallion.

Twilight felt her jaw stretching open more as Bade steamrolled over his limit, his cock going stiffer and flare fully swelling in her mouth before a sudden deluge of his thick bat-pony cum gushed into her muzzle, flooding her mouth with the bitter-sweet flavor of virile male. She kept pumping her hooves and bobbing on him as she gulped down his rapid shots of thick foal-cream, encouraging even more from him – and his body only too gladly delivered. So much so that Twilight missed a swallow and it instead came out the sides of her mouth, matting his crotch and her muzzle in his seed.

Bade meanwhile felt pure bliss roll through him with each shot of sperm-rich fluid that Twilight milked out of him, utterly speechless as each very hard ejaculation nearly stung his urethra, his body clearly mistaking her mouth for her fertile marehood and doing its best to impregnate this mare.

Finally, after nearly a half-minute of near-constant cumming, Bade's stream finally slowed, leaving Twilight's stomach feeling rather happily full of virile spunk and the stallion completely drained for the moment. Bade meanwhile heard the scratching of quill on parchment as she swished one of his final, thinner shots in her mouth, savoring it before swallowing.

"Wow, you thestrals stallions really ARE highly virile, aren't you?" Twilight asked, apparently scratching down notes, "That was at least one-hundred-eighty to two-hundred-fourty CCs of ejaculate! That's twice to twice and a half as much as pony stallions!"

Bade felt some pride at that – and before he knew it, after only a minute's rest, he was erect again.

"WOW, I knew the books said you thestrals got erect again fast, but within a couple minutes of such a massive initial ejaculation? Wow..." Twilight said, truly astonished. She had also learned that both male and female thestrals are very prolific breeders and had extremely high sex drives, usually spending the mare's entire estrus mating to assure pregnancy, with their estrus cycles usually being very short given how often, and with how much, she was inseminated during it. She'd also learned that the stallion thestral's 'outputs' are very large and virile as well, having at least fifteen billion sperm per ejaculation on average compared to a pony stallion's seven to ten billion, as well as a much larger, stickier seminal volume to boot. , Twilight thought with a blush.

"Well, you are a very beautiful mare in heat Twilight. That would give any stallion...inspiration." Bade said, Twilight blushing at the flirting even after what she'd just done.

"Well, you're not too bad looking yourself..." Twilight said, nuzzling against his cheek even as her innards burned with the power of Celestia's sun to match the blush on her cheeks, her instincts telling her to turn and present to this stallion already, "Bade, would you be willing to go... all the way with me?"

"Do you mean..."

"Mounting me, followed by sexual intercourse and ending with an internal insemination."

"...oh."

"Too scientific?"

"...and you still made it sound sexy."

"You can say no if...you want to. This...isn't a command."

"Of course I could my princess, but I want to do this for you."

"Thank you Bade..." Twilight said as she turned to him with both wings opened as she stood before a bookshelf, levitating a quill, scroll, and book titled 'Studies on Thestral Mating Habits' as she flagged her tail to him, showing everything under her tail to him teasingly whilst giving him the most sensual of looks.**

After that was all sorted, her materials gathered and her stallion seduced fully, Twilight mounted the desk, her flank high in the air and her tail over her back, legs spread as she presented herself to the horny stallion. Bade sniffed her fertile slit then gave a breeding whinny, that instinctive mating call making a thrill go up and down her spine, her clit winking rapidly in response and turning Bade on even more. In response to her body's welcome, Bade mounted her on the desk, his hooves making two hard thuds beside Twilight, feeling his cock throbbing underneath her belly and between her teats. Her whole body was warm, very warm, under his sexually-sensitive chest, her raised body heat undoubtedly a result of her estrus.

"Bade, please... I need you inside me so badly..." Twilight moaned out like the mare in heat she was, earning another throb from Bade's cock at the lascivious tone she was using, her whole being wanting that cock pounding her into the ground right now, "You have my permission, just...start gently please. I've never been penetrated."

Bade nodded, once more remembering Twilight was a virgin and all that entailed. Slowly he shifted his hooves until he was in position, Twilight helping as well as she could, and started humping against her with the thrusts of an inexperienced stallion. Each time he humped, he'd miss, both getting more and more antsy with each miss.

"Oh for..." Twilight groaned out, grabbing Bade's cock in her magic after the eighth miss and moving it to her winking, drooling marehood.

Given how simply worked up she was, with little squirts of her lube even coming out with each wink, Bade realized she had it bad. On instinct Bade reached up and softly bit her ear, an instinctive way of a stallion telling the mare he had mounted to stay put.

Twilight moaned at the pressure on her ear telling her to stay put and be bred by this stallion, gladly obeying and feeling Bade hit her entrance on another wink, and that sent some pain through her.

"Do it." Twilight commanded instantly, and Bade obeyed. In a second, Twilight's virgin canal parted, making her give only a quiet whimper of discomfort before the stretching feeling was overwhelmed by the sensation and pleasure of being filled up in her heat, Bade's medial ring spreading her just that much more and sending a surge of sensations through her.

"N-no, d-don't stop!" Twilight exclaimed as she felt Bade slow in reaction to her whimper, quickly feeling him sliding deeper and deeper instead until he bottomed out in her. His flare ended up very firmly pressed to her relaxed cervix, her whole passage wonderfully filled and stretched by him. Twilight felt Bade tugging her ear gently at the same time he bottomed out, her groaning especially loudly at that.

Bade's whole cock was inside her.

Bade was breeding her.

She was being filled in the way her instincts demanded, and he provided, "N-never stop, I need you..."

"I w-won't stop." Bade promised, his gentle, unsteady thrusts starting as her hips rocked with his rhythm, inviting him as deeply into her as she could.

Just as she was about to question why he wasn't rutting her silly yet, she felt him pull out then push against her lips again, sliding inside very easily given the amount of her natural lube virtually gushing out of her marehood now, coating his cock well in her lust.

As her entrance spread nicely already, more of his thick length filling her up again by the second, possible consequences could be damned even if she wasn't protected. He was cumming in her. "YEEEeeeesssss!" Twilight hissed out in pure pleasure as he slid deeper and deeper into her slick, silken love-tunnel, her body squeezing him tightly in greeting.

Her entrance winked all over him, giving kisses along every inch he gave her, her body gladly accepting them and stretching so wonderfully to accommodate its first guest again. It hurt just a little to be stretched so suddenly like that, but no worse than stretching out a cramp.

"Oh-my-gosh-you're-so-hot-and-tight!" Bade moaned out, feeling like his cock was trapped in a vice made of wet silk that was set on fire, even still sliding into her very, very warm passage easily.

"H-harder..." Twilight instantly demanded, and Bade did as he was asked, taking her ear in his mouth and biting down again softly, making Twilight feel another surge of pleasure roll down her spine as he humped into her more.

"S-since you're safe, I w-won't even pull out if you don't want me to."

As Twilight felt him continue, she gave a breathy 'don't stop' in response, before feeling him sliding back into her fully, filling her so perfectly once more. As he stopped gripping her ear in his mouth, she was slightly disappointed, but her inner fires were stoked even higher by the promise that he wouldn't pull out. "P-Please, I need you to f-fill me up!" she begged, fully running on instinct, her back legs trembling in need. She let out a desperate moan as she gripped him tightly inside her every time him tried to pull out, her body not wanting its partner to leave it for even a moment; wanting Bade to cum in her, to seed her and get her pregnant.

"Twilight...I promise I will...you feel...so good...I think I l-love you..."Bade whispered out between thrusts, the wet claps of his swollen balls on Twilight's soaked butt sounding throughout the study, accompanied by her moans.

As his thrusts increased moments later, Twilight was long gone, drooling both from her open, panting mouth and pussy alike as she was being bred the way her body so needed, her pussy being massaged by a stallion's bare cock the way nature always intended. "M-Mate me, inseminate me!" she demanded, her body running purely on her base desire to reproduce; to feel this stallion's virile totem planting its seed in her and making a foal grow in her womb. Then she realized what he'd just said; that he loved her. That just made her want him to take her even harder. "W-we can worry about everything else later! I-I just need you TO BREED ME NOW!"

Bade felt himself getting close at Twilight's enthusiasm and the perfect squeezing her passage gave him, his instincts screaming at him to do as she asked and breed her; even though he knew it was futile, his instincts surely didn't. All he knew was that he was humping into an in-heat mare, his cock deep inside her hot, squeezing, fertile passage, and he had permission to cum in her.

"I'm...I'm close..." Bade said, feeling that tell-tale pressure building in his pelvis again, humping a bit harder as Twilight constantly squeezed and winked around him.

As Bade said he was close, confirmed by the intense throbbing of that thickness spreading her heat-swollen walls – that deep, instinctively-telling growing at his tip swelling to plug her up and keep his virile cum as far in her as possible – Twilight felt herself winking constantly as little spurts of her fluids were squirting out in anticipation, her whole body tensing up and her inner muscles milking him of his load; Twilight's only desire in the world at that moment being to get knocked up. "P-please, oh by the goddess PLEASE cum in me..." Twilight moaned out, desperately needing relief, her whole body and instincts screaming at her to make this stallion cum in her.

At that final encouragement Bade could take no more, hilting his fully-flared cock into her and feeling her deepest wall surround his glans, its process surrounding and pressing against her cervix as he pulsed even harder and more frequently; poised to spray his cum directly into her womb.

Twilight virtually exploded and imploded at the same time as she felt those harder-than-before throbs from his cock deep inside of her, feeling his rock-hard cock pulsing along her whole, well-spread passage while his flare was firmly pressed against what must have been her cervix. As he rammed himself home that last time, the tip of his member spread her deepest barrier just a bit more.

Twilight let out a sheer, primal whinny at that feeling, cumming so hard it felt as though her body was trying to suck his whole body into her, her mind awash with pure, hormonal bliss and relief. Twilight's back legs quivered unsteadily as her whole body tensed, her pussy rhythmically milking him.

"Twilight, I can't hold it anymore!" Bade exclaimed, feeling her foal-passage milking him of his seed.

"C-CUM IN ME!"

...then it happened.

Twilight let out another, more forceful whinny at that hot, wet, deeply-satisfying impact of thick fluid deep inside her belly, likely her very womb, her body knowing exactly what it was and eagerly working to milk out every drop of seed that the stallion cumming inside of her had to offer; milking his could-have-been foal into her womb. Bade's orgasm seemed to keep going forever just like it had in her mouth, her body wracked with orgasm after orgasm as she never seemed to stop cumming the same as him, her fluids streaming down her trembling rear legs and spraying his balls and thighs with each frequent climax she hit.

Bade felt Twilight's pussy ripple along his cock as he came harder than ever before, painting her insides thickly with his foal-cream, coating them in that life-giving liquid. He felt as if he'd never stop pulsing his cum into her, gripping her as tightly as he could, hilted as her body tried to claim his foal.

When all was said and done nearly a minute later, with Bade still hilted and flared deeply inside of Twilight, her belly feeling utterly and contentedly filled with virile stallion spunk, Twilight in turn was holding him very tightly inside herself. Twilight's heat was dead and drowned as she simply stood there and panted, recovering from the most intense, satisfying in-heat orgasm she'd experienced to date, her pussy still seemingly kneading him even after she'd come off her high and he'd stopped pumping into her. Both of their fluids were now streaming down her legs as there simply wasn't room for one more drop inside of her, forcing any more out.

"Holy hay Twilight..." Bade gasped out as he remained mounted on her and hilted to her now-filled core, recovering as he felt her insides still kneading his cock for seed.

Twilight sighed happily, her mind clear for the first time that day, and she found herself smiling, beaming really, at that utterly relieved and soothed sensation in her lower belly; as though somepony put aloe vera cream on a bad burn deep inside of her.

Bade dismounted her as her inner muscles finally relented and allowed his softening cock to slide out of her with a schlick, a stream of his cum oozing out of her and onto the floor.

Twilight collapsed onto the desk the moment he pulled out, so utterly satisfied at the moment even if she still felt that slight burn in her now-cum-stuffed belly, knowing it'd keep up until her estrus ended or she was finally pregnant. Given how much virile cum was stuffed in her, she very likely would have conceived within the day no doubt, provided she didn't have that nifty little spell to prevent it. As such, her heat likely wouldn't end until its normal time...not that that was a bad thing anymore, with a willing stallion to help soothe it.

"Twilight, that was...amazing." Bade said, though that felt like the understatement of the century, "I only wish I could have pleased you longer."

"Don't give me that! You did great for your first time! Besides, I came too...more than once. All I can say is I'm glad I put that spell on myself. With how much you ejaculated inside me, I'd be pregnant by day's end without it!" Twilight said, before nuzzling into his neck. "Also, Bade, I think I may love you too..."

As he thought about what they'd just done, now able to given neither were under the fog of lust, and about what she'd just said, he reached down and kissed her on the lips.

Twilight gave a quiet whinny of surprise, but pushed back into the kiss, wondering why she hadn't kissed him before they'd rutted. It was a simple kiss – chaste, inexperienced – but even still it conveyed what words simply couldn't; how grateful they were to each other for what they'd just shared, and the feelings they held even after all these years apart.

After kissing for a brief while, cuddling close, Twilight soon felt a hardness pressing into her again.

"You're hard again, aren't you?"

"Sorry?"

"Don't be sorry! Put it in me again, and that's a command!"

"Yes ma'am!"

~

Outside the study door, a certain bat-pony mare masturbated furiously with one of her oversized toys while watching through the keyhole, watching as her two superiors screwed each other senseless and leaving a massive wet-spot on the floor as she came once again, struggling to stay quiet through her throes of yet another orgasm.

~

After another few orgasms from Twilight and another heavy load from Bade, they lay on the study floor, cuddling with each other after such physical exertion. They kissed softly before giving the other a smile, then both fell asleep in the other's embrace; uncertain what the future may hold for them but knowing it would definitely involve more of this.

Author's Note

* - This is meant to be the ponification of 'hands' as a measurement, with a 'hand' being used to measure horses and being equal to about four imperial inches. Bade is about 4' in height, or 132cm and ~454kg, rounding up, in weight. quite a big boy.

** - since I can't link directly to images, allow me to include a related NSFW picture to copy/paste to your browser! https://derpibooru.org/ 1255856

Time Off and Second Time's a Charm

"Oh-my-gosh-this-is-going-to-be-so-fun!" Pinkie Pie squealed out in a breathless run-on, grabbing Amaya around the shoulders and shaking her excitedly. The room smelled like three heated mares, Twilight and Pinkie both in heat, and Amaya having come into her estrus the previous day to the dismay of Bade. Outside of her patrols, she had been in her room nearly-non-stop since she had. The pleasured, crossed with frustrated, moans coming from her room while she was in it also never seemed to stop either.

"Twilight, are you sure you don't wanna come? It's going to be super-duper-awesome!" Pinkie asked, the same she did every year.

"No, it's OK Pinkie, I think I'll sit this 'party' out too. Thanks for dropping by to tell me that Zecora is providing the contraceptives this year, and that I don't have to come cast the spell." Twilight responded, with Zecora apparently having volunteered a large batch of Moon-root contraceptive potions for the party...and informed Pinkie she'd be coming this year too.

"Posi-toovely! It's so great ponies aren't afraid of Zecora anymore, so much so that some stallions have told me she's hot! An exotic zebra like her will surely warrant a lot of attention from the horny stallions there! She really deserves it, being all lonely in her hut all the time...and it's also great that we have two new guests this year, Amaya!"

Suddenly, out of nowhere, a light-blue unicorn appeared in a puff of magic, Twilight soon recognizing him as a noblepony, Blason d'Arms, visiting Ponyville from Prance. "Princess Twilight, vous êtes looking rather attirant aujourd'hui!" the pony said too loudly in a trying-too-hard-to-be-sexy voice, obviously trying to 'put the charms' on Twilight with his accent, his erection already hanging out of his sheath, "Would vous like some 'elp with your oestrus? I can smell it on vous, mon belle chère..."

The other two mares simply stood there, stunned by this pony's forwardness, sudden appearance, and the fact his boner was hanging out, before Amaya protectively stepped between Twilight and the stallion. "Look, I don't know who you think you are, or where you think it's right to present yourself before a princess with a boner, but you're currently in violation of about ten different trespassing, indecency, and sexual harassment laws."

"And 'o are you to interrupt moi from rightfully courting a princess and earning my place as un Equestrian prince?!" the noble-stallion hissed, "Some qui ne vaux rien vam-pony, I see zat much..."

Amaya's eyes were ablaze in anger now, snorting as visible steam came from her nostrils, pawing at the floor and hunching down as if to charge; "I am a royal guard of Luna's Night Guard, not some mythical creature who drinks ponies' blood! If you don't get your bucking flank out of here RIGHT NOW I swear to LUNA I'll—

This went on for a while, back and forth, until finally the stallion gave an indignant huff after Amaya threatened to intimately show him her exotic dildo collection up his plothole whilst simultaneously castrating him and afterwards throwing him in a dungeon, before Twilight finally stepped in.

"Listen, mister Blason d'Armes, while I appreciate the offer to 'end my heat', I am already..." Twilight said, before going over and wrapping a hoof around Amaya's shoulders and holding her close to her, draping a wing over her as well, with that being a showing of ultimate affection and closeness among Pegasi and some Thestrals; "...currently having my heat tended to."

Blason was speechless and furious at the implications, "Tu would rather rub your royale belle vagin against zat of zis...beast's instead of 'aving a royal Prench-pony with un grand bite in ton chambre?!" he growled, getting more and more frustrated, his boner having long ago hidden away in his anger.

"What the buck did you say about biting the princess?! Amaya growled out, two seconds from making the stallion a red smear on the floor.

Twilight simply nodded, nuzzling into Amaya's neck affectionately. "Fine...lucky bat-pony fil de pute..." the stallion yelled angrily as he glared at Amaya, spitting on the ground before her, before disappearing in a puff of magic light.

"INSUFFERABLE—I'm going to report him to Luna herself! I-I—!" Amaya stammered, only to feel Twilight squeezing her tighter to her, the gentle nuzzling into her neck continuing. Amaya couldn't help but give a quiet 'mmm' at the sensual, affectionate gesture in her estrus, before all too soon, it ended and Twilight stepped away. Amaya was more than a little disappointed.

"Hey, calm down. I'll make a formal arrest warrant for him later. This has happened every mating season since I became a princess; some noblepony or another trying to take advantage of me and get me pregnant with their foal so they can become a prince...or so they think. Every time they leave frustrated and alone though, or some of the more rowdy ones in Guard custody, though this one was a bit more...feisty and forward than the others." Twilight explained, sighing.

"Wow, that sounds...horrible." Amaya said sympathetically, seeing Twilight nodding and giving a sigh.

"Just another part of being a princess. The thing is, I don't want to marry somepony just because of my rank or theirs like so many other ponies want to. I want somepony to love me for who I am, not just what position I hold in society or for that matter the one they do. To love the real me, not the...the societal role I take."

Amaya nodded. "Well, isn't true love what we all seek?" she asked, getting a nod from Twilight.

"Yes, most of us." Twilight said, before shrugging then pointing to Pinkie, who was obliviously looking at a book of pastery pictures. "Well, I think you and Pinkie should be going now. Thanks for standing up for me though."

"W-wait, what? After that, you expect me to just—"

"Look, as you saw, I can handle it. Nopony would dare force themselves on me, an all-powerful alicorn royalty as I'm viewed, lest they pay for it afterwards like Blason will…or have to deal with me, a magic expert, magic to magic." she said. Amaya simply nodded, looking over to Pinkie, who was now pronking eagerly in anticipation of getting her proliferous, plump, pink Pinkie pussy pumped, penises pistoning in her plush pony passage, performed pell-mell under pheromones' power*.

"Are you sure this is OK? I mean, it'll just be Bade guarding you and the castle. It almost feels selfish to leave you unprotected until he gets up just to take care of my heat, especially after that just happened." Amaya said, before feeling a hoof on her shoulder.

"Um...hello! I'm an Alicorn, remember?!" Twilight said with a grin, fluttering her wings and indicating her horn, before following it up with a chuckle, "Amaya, really, it's OK. I'm sure nopony's going to cause any more trouble for the few hours I'm without a guard until Bade wakes up. Ponyville's generally a really quiet town as you've seen before, plus, as I said, I'm an alicorn and can prevent any other problems myself."

"But what about that Starlight Glimmer thing? You know, the whole reason we're here?"

"Look Amaya, the thing with Starlight Glimmer has been the only major problem I've ever had here in a long time...besides the occasional horny suitor in mating season I shoo out." Twilight said, gently pushing Amaya towards Pinkie with a hoof, "You have my permission to take the day off for 'personal reasons'. Just go to that party and sort out your heat so you can be level-headed for a while. I'll just...stay here and...read." Twilight said, not oblivious to what Amaya was doing in her room the previous day to cause such loud moans. She'd heard about Amaya's 'precious collection' countless times after all, and knew it wasn't just for show.

Amaya sighed. "Ok, thank you for this, Twilight. I'll have to pay Bade back later...and you too." Amaya said, before she turned away and met with Pinkie again by the door.

Together they left off to the party, leaving Twilight alone...not that she minded. She had plans of her own after all, and they certainly didn't involve reading as she'd claimed. After all, she was in heat and all alone in her castle with a very sexy stallion. After the two mares left, and she made sure they were gone by looking out a window, she smiled softly as she then went and looked herself over in a mirror, getting herself ready.

When she was ready, Twilight quietly opened the door to Bade's room and saw him laying there, undressed on his bed, still asleep. Unlike the previous day, Twilight's heat had lessened significantly after that good rutting and filling Bade had given her; leaving her able to think about more than just being mounted and bred. Though that neutered urge was still there, what she was currently doing was more of a want than a primal need; a fantasy she'd always had but could never fulfill.

Taking a breath to steel herself for what she planned and not wanting to back out now, her crotch burning at the thought, she entered the room. Before long she'd arrived at Bade's bed, only the quiet 'cla-clop' of hooves on stone as she walked sounding throughout the high-ceiling chamber. As she looked down at him, she felt her heart flutter.

Bade was a very adorable stallion Twilight once more noticed, even more so while he was peacefully dreaming. As her eyes moved even lower down his barrel however, where her instincts called her to look, she realized just what kind of dream it must be he was having.

Bade's black stallionhood was fully unsheathed and erect, his hips lightly thrusting up into the air as he laid on his back, fully exposed to Twilight and revealing just what was going on in his subconscious mind. His balls were as swollen as his cock, and Twilight couldn't help but think of the billions of sperm he held within those bloated orbs; how just a single one could permanently end this estrus and give her his foal. Not that she was ready for a foal just yet, but it was still quite the attractive thought in her state.

Bade's condition was unsurprising given he was in the same castle as two mares in heat, his body and mind wanting to 'relieve' itself in some way. Twilight, though, was only too glad to help with that. She debated for a moment whether this was OK or not morally, whether she was willing to go through with this, and decided that he'd likely be just as alright with it as he was when they'd had sex before. She hoped. Without thinking about it further lest she turn back, Twilight leaned over the bed and quickly took his lightly-swollen flare into her muzzle, sliding down him like she had the previous night in her study.

Bade, meanwhile, continued to sleep as Twilight slowly drew his most sensitive part into her hot maw whilst he drempt, though he quickly found his dream growing incredibly saucy all of a sudden:

Twilight and Bade were sitting in her room, discussing some thing or another, before suddenly everything changed. Twilight then stood in the study leaning over the desk, presenting for Bade again, her tail to the side and her drenched pussy on full display, winking as she invited him to mount her again. The whole room was saturated in her unmistakably fertile scent, setting his breeding instincts alight and making his stallionhood harden instantly. 'Oh Baaaaade~,' she whispered lovingly, 'come, rut me again. No contraceptive spell this time, I want your foal Bade. I love you.'

Bade found that he was suddenly mounted on her, before feeling her hot, wet pussy sliding down his cock as he pressed forward into her once more, gasping at how wonderful it felt. He started to softly thrust in reaction, that wonderful warm feeling surrounding his glans and upper shaft...and a strange swirling sensation rolling over him from within her passage. It felt a lot like Twilight's tongue had felt...

Bade squirmed in his sleep as Twilight softly slid the sleeping stallion's flare into her mouth, humming quietly in contentment as he let out a quiet moan, the real-life sensations manifesting in his dreams:

Bade felt that feeling of wet, warm pleasure intensifying, feeling so vivid and wonderful, his hooves tightening around....a head? Twilight was suddenly suckling him in her muzzle while he laid and held her head softly in his forehooves, bobbing down on him a mere second after he'd been rutting her.

While it was still wonderful being stimulated like that, hearing Twilight moaning and humming in pleasure as his hips shifted and buried him inch by inch into her muzzle, it was indeed strange to so suddenly shift sexual acts like that.

Twilight kept sinking lower on Bade's cock, giving restrained moans of pleasure as the scent and taste of virile stallion once more saturated her senses....before stopping as she felt his hooves softly land on her head. Initially panicking that she'd been too rough and he'd woken up, she looked up only to see that, while he had his hooves on her head, he was still out cold...though his instinctive thrusts sure didn't stop.

After breathing an internal sigh of relief, Twilight kept bobbing her head up and down on the sleeping stallion's spire even slower this time, careful to keep it gentle as to not wake him. His thick length was throbbing in her mouth, his hips rolling on instinct to the soft, wet, and warm mouth surrounding it to the medial ring. He was constantly shooting out small bursts of pre which she eagerly swallowed down, that flavor of stallion fueling the building fire between her legs that much more.

Bade gasped as his dreams grew more and more lucid, feeling as though this was actually happening to him, more than in any other dream he'd ever had:

Bade felt that wonderful pleasure continuing for many minutes, the pace ever-changing; that slick, wet hole slid down on him, and each time he humped back up, introducing himself just a little further each time until he felt the back of her throat. 'Thank you so much, my love' Bade whispered as he looked into her eyes, and her into his. 'I'm getting close Twilight,' he warned as he felt the telling pressure in his pelvis rising, his balls starting to tighten up to his body as his flare started to grow into the natural mating plug it was...

Twilight heard Bade moaning quietly and mumbling in his sleep, giving quiet nickers of pleasure as she softly, lovingly blew him for what could have been ten minutes, keeping the pace slow and gentle, all while thrusting into her marehood with a solidified rod of magic to help quell her own growing lust. She thought about the collection of toys Amaya had in the next-door chamber but didn't want to use them without her permission, sufficing with the magic rod to squeeze down on in her intense arousal. That big fifteen-inch stallion one she'd seen walking by Amaya's room sure seemed very attractive now though as she felt Bade fully flared in her muzzle and throbbing, ready to blow at any moment.

Bade felt those feelings growing to a crescendo, fully flared in her; her warm, wonderful muzzle bobbing on him as he tensed up...

As Twilight felt Bade starting to throb and thrust harder as he flared fully in her muzzle, both becoming a rhythm, she slowly stopped bobbing...and he stopped thrusting too. She looked up to see if he was still sleeping – only for her eyes to meet with Bade's own yellow eyes.

They stared at each other for a while like that, Twilight with him hilted in her muzzle to his medial ring as she stared into his eyes in panic, the obvious raspberry-red glow and wet sounds coming from behind her at her crotch and the small puddle beneath her telling volumes of what her magic was even still doing back there; neither were sure what to do in such a situation as this, and so neither wanted to act first. Twilight internally panicked at being caught, wondering what he'd say, if he'd report her to the Guard or Celestia; what would happen to her reputation when the public found out that—

Bade, however, knew what he wanted to do after finding a mare in heat going down on him as he slept.

"S-so, uh, were you going to finish what you started, Twilight?" Bade asked somewhat impatiently in his sleep-groggy voice, on the precipice of his climax, fully flared and pleasure-voracious, his throbbing stallionhood vivacious in his dream-mare's muzzle once more; this was the first time he'd woken up to find his dream still actively coming true, and wanted to go over his peak in an avalanche of pleasure this time, "I mean, if you don't mind of course..."

Twilight was still for a moment more as Bade's implications sunk in, before she simply grinned at his response, once more sighing in relief and nodding as she took that as the explicit consent that their encounter to this point had been sorely lacking. Slowly, Twilight resumed her previous, slow bobs on him, secure in the knowledge that he indeed wanted this as well, all nervous tension going out of her body...though not sexual tension.

Twilight kept swiftly stimulating her marehood as she kept sucking him off, making the rod of magic go deep inside of her as Bade's hips' shifts grew more frequent, Twilight knowing he was once more right on the edge. Bade moaned deeply as he fully flared in her muzzle and felt that tightness in his pelvis explode into a giant firework of pleasure in his brain as he came, his hips shifting sharply forward on instinct and ending up at the back of Twilight's throat, his first large stream of cum shooting down her throat.

Twilight gagged at the first load, before quickly pulling him out and accepting the second, then third and on, onto her face and chest, marking herself with his seed and scent, all the while moving the magic rod in and out of her passage at increasing rates. She used her hooves to milk out each huge, virile load he gave her, feeling the warm, thick texture seeping into her fur. As that taste of maleness entered her senses and the deep moan of pleasure from Bade sounded out, alongside feeling the warmth of his seed coating her, him claiming her, Twilight's body convulsed sharply as the stimuli set her over, hunching over as her hips arched up and letting out a deep moan of her own to join Bade's. Her hips rocked against the now-hilted mass of magic as her passage clenched down rapidly on it, her back legs wobbling so much from the pleasure she nearly collapsed.

After many seconds of cumming together, Twilight barely cognizant enough to realize the profuse load Bade gave her kept squirting all over her, they finally came down from their shared high, Bade with a sigh and Twilight with a quiet moan. Twilight kept that rod of magic spreading deep inside of her, pressed to her cervix, with it making her feel full in her heat; that feeling of fullness, something she never knew she'd needed until Bade had filled her up the previous day. She also took Bade's length in her muzzle again as it softened to clean it of the last of his seed, softly licking over it and feeling him in turn gently humping into her mouth whenever she hit a good spot.

"Wow...that's the best way I've ever woken up..." Bade said, giving a chuckle, "...if a bit unexpected."

"Sorry." Twilight said simply when she'd extricated Bade from her mouth some seconds of sucking out and licking up the last of his foal-cream, letting his limp member rest on his belly until it revitalized itself in a few minutes as it had the previous day; "When I walked in here and saw...that..." Twilight said, pointing to his crotch, "..."I couldn't really help myself."

Bade simply smiled and tousled Twilight's mane playfully, before shrugging, "Well, you can wake me up like that any time. It sure beats a morning reveille!"

Twilight gave a short laugh, before swiftly noticing him getting hard again from her estrus-scent within a couple of minutes, once more amazed at the thestral stallion's sexual vitality. "So," Twilight started, softly running a hoof over his erection, "that little orgasm I had didn't really sate me the way I know you can..." Twilight teased, before stopping her hoof's rubs on him, standing and facing away from him, flicking her tail over her back and revealing her entire crotch and plot-hole to him – before walking away, her hips swaying sensually with each step; "Let's head to the bathroom, I need to clean up, then we can come back here and...continue."

Bade was to his hooves before Twilight had taken three steps, nearly mounting her already in his eagerness; but he would wait, instead following Twilight to the bathroom. As she washed her face of his seed in the sink, him inches behind her, Twilight’s scent became too much for him to withstand anymore. Like a stallion dying of thirst with water inches from him, Bade's muzzle sunk into Twilight's presented crotch, smelling her fertile scent from the source, his lips pressed to her lower set.

Twilight, on instinct, pressed back against him instantly, her hips grinding as she suddenly felt his tongue slip out and give a long lick from her clit to just short of her anus. "B-Bade...?" Twilight asked In a semi-confused but lustful tone as she felt another, then another long lick, before Twilight simply moaned as she stood there with her hooves resting on the sink, letting her guard eat her out.

Bade, meanwhile, was completely enraptured in Twilight's fertile scent and flavor, starting by simply licking up her previous orgasm…before slipping between her lips and getting more of her mare-honey from its source. As he felt his tongue being gripped in her kneading, velveteen passage, feeling her clit winking against his muzzle and hearing a short cry of pleasure from her as he pressed deeper and she pushing back in kind, his hips started to shift back and forth at the highly-arousing situation.

Bade continued eating out his Princess for many minutes, Twilight trembling in the ecstasy of being given oral her first time; amazed at how different it felt than being bred, but how it still felt wonderful when his tongue would curl around her clit as it winked, or pressed deep inside of her and twisted around. He was clearly new at this, as was she, but he made up for his lack of experience with pure enthusiasm.

It was only a couple minutes before Twilight started tensing up again and squeezing the sink fixture between her hooves tighter, before suddenly she gave a cry of pleasure when Bade once more buried his thick tongue fully into her tunnel and she clamped down on it. Another overwhelming wave of pleasure overtook her as she squeezed and squeezed on Bade's tongue in her climax, her profusive liquid lust drooling out onto Bade's muzzle as her clit winked repeatedly, telling Bade all-too-well that he'd once more well-pleasured this mare.

After Twilight came, it lasting a solid twenty seconds, Bade pulled out of her and softly licked her swollen, mare-honey soaked outer lips, cleaning her up, enjoying the flavor he'd only gotten but a taste of the previous day; the sweet cocktail of hormones and the unique flavor of the mare he very much liked made his cock throb and slap his underbelly.

After recovering for a moment and catching her breath after that intense orgasm, Twilight still felt unsatisfied, and still felt sticky all over from sweat, some of Bade's semen still on her face, and now her whole crotch soaked in her orgasm and saliva. "I need a shower. Now." Twilight said simply, before dismounting the sink and walking with a wobble over to the shower, using her magic to turn on the faucet. Bade followed close behind her, once more having the nearly-overwhelming urge to mount her but instead sufficing to licking her presented, winking gem again, her tail still flagged over her back on reflex to the stallion behind her, earning him a deep moan.

When the room started to fill with steam and Twilight appropriately adjusted the temperature, she moved away from Bade's licking muzzle with some regret and stepped under the water stream, groaning in pleasure as the warm water washed over her body and soaked into her fur, the heat sinking into her tense muscles and letting her relax. This was the first time she'd even been able to take a warm shower in her estrus, usually being so unbearably hot she needed a cold one. Bade had certainly taken care of that this time though. Again and again...

After a quick shower to get his cum and hers off of herself, using her magic to clean her soaked crotch, she then climbed out and instead started running a bath in the nearby bathtub. As it filled up, Bade once more started to lick at her crotch and Twilight was powerless to resist, his tongue simply feeling too good in her arousal to ask him to stop. After it had filled up many minutes, and another strong orgasm for Twilight, later, Twilight stepped inside the huge tub, the water swishing as she softly moaned in pleasure at being encased by that warm wetness.

"Well, come on in, there's plenty of room for both of us," Twilight said, lifting and waving a hoof to Bade towards herself. The bathtub was big enough for more than one pony, likely at least six, to use simultaneously. At her insistence, and wanting to be close to her once more, Bade quickly stepped over the bath's edge and joined Twilight under the water, his hips shifting a bit as he felt it rise to his underbarrel and chest, then giving a quiet coo of his own as he felt the warm water rise over his back and flanks. He was still very much erect, something the warmth surrounding him only encouraged.

Twilight's tail floated on the water's surface as she enjoyed the water surrounding her, not oblivious to the virile stallion only inches from her, his scent making her breeding urges glow white-hot. After all this teasing, she needed him. She needed him now. "Hey, Bade?" Twilight said, seeing Bade's ears perk up as he looked over to her, "Would you want to...breed me again? Please?" Twilight asked, her clit winking under the water, inviting the stallion to come and mount her again.

As much as he would have loved to right then, Bade thought of something else; something he'd heard from his fellow guards that mares loved during sex. "How about we try something different?" Bade asked, "How about you lay down on your back, and we...'do it'...like that? I hear that's how dragons mate. It lets the drake get really deep into the dragoness from what I've heard, to reach her eggs and...fertilize them directly."

Blushing heavily as her mind suddenly flushed with thoughts of Spike breeding another dragon – then of Spike breeding her himself – like that, she shook her head to banish those thoughts. "Well, it'd certainly be something different. Yeah, sure." Twilight said, not really caring how they had sex, so long as his long, thick cock was buried deep inside of her within the next couple minutes. Twilight thought to lay on the floor on her back as Bade climbed over her...but that wouldn't quite work. Equine legs didn't exactly work like draconian limbs, plus there were several feet of water between her and the floor. "Um..." Twilight said, thinking, before scooting herself so she rested in the nearly-horizontal seat of the bath, her back curved so her crotch pointed almost straight up. "This would be much easier on a bed...but I guess this'll work?" Twilight said, unable to wait a moment more to have him inside of her, let alone having to wait to dry off and go to the bedroom.

Twilight lit her horn and concentrated on the anti-foal spell, once more feeling her lower belly burn hotter for a moment as it was applied. Bade himself was chomping at the bit as he got a nod from Twilight telling him she was safe, and he eagerly stood up and squatted over Twilight a bit so he could mount her while both kept their heads above water, then started lightly thrusting so he could find her entrance, using the reclined seat of the bath as a mount.

"Ready, Twilight?" Bade asked, though he knew she was just as worked up as he was, if not more.

"You bet your sweet gray flank I am, stud!" Twilight said, before nodding her head.

Consent given, and after poking around a bit in the comparatively-awkward position, Bade finally found his swollen target and pressed into Twilight's slit instantly. Her well-lubed passage accepted him easily as he simply slipped inside of her, her body once more singing the praises of being spread by a thick stallionhood and rolling a bolt of pleasure-lightning through Twilight's nerves.

In that instant of hilting her, Bade felt the tight, hot insides of Twilight's fertile marehood so perfectly crushing his cock again, his instincts burning hot as he felt that fleshy vise around him, panting already and feeling tingles rolling through him as he felt her soft heat surrounding his cock again whilst he was still mostly submerged in warm water.

Twilight was once more in bliss as Bade entered her at this new angle and her body was surrounded by water, a stream of drool starting to roll down her cheek as Bade quickly found his natural rhythm, giving short, deep humps into her. She raised her hips up to give him an even better angle, making the thrusts only that much deeper, both groaning out at the sensations.

"S-so good. J-just like that..." Twilight purred out, this pace feeling just perfect to start out with.

"M-mmhm..."

The water was sloshing constantly as Twilight's inner muscles kept kneading Bade's cock whilst he pistoned in and out of her, the once-more-risen burning itch inside of her, too deep for his tongue, her hoof or even magic to reach properly, eased with the stroking of that firm flesh inside of her. Her rippling inner muscles sang out in ecstasy as he sunk deep within her, aching and begging to be filled again when he pulled out, then relaxing at the relief of stretching out to welcome him in again.

Twilight felt when Bade pulled out, then as he started to thrust slower and found a moderate pace, his shaft once more spreading her walls easily, just the perfect amount of friction between them as her fluids made it easy to slide in and out without difficulty. Her eyes rolled partially back in her head as she kept winking around him constantly; her body relaxing and pulling Bade in as he entered her, kneading him for his seed, then pulling him back in hard as he tried to pull out, desperately trying to keep his cock deeply inside of her.

"I...I love you Twilight..." Bade whispered again as he was trapped inside of her passage while he rested and she kept him deep, grinding on him, before he continued.

As Twilight heard him saying he loved her again, she couldn't help but feel the same. Instead of verbally responding however, she reached up and gave his muzzle a deep kiss, holding it until a deep, pleasured moan interrupted it, Bade's flare’s pointed tip having found a particularly nice spot during that thrust. Him saying that turned her on as much as the dick in her foal-passage.

"Let's enjoy this, hmm?" Bade asked as he slowed his thrusts, getting a nod from Twilight.

They kept a much slower pace this time, simply enjoying the act instead of turning this into the frenzied breeding that had transpired the previous day, Bade lovingly giving slow, full-length thrusts into her while they gently kissed, Twilight finding this far more satisfying at this point in time than the short, quick thrusts of their last so-short sex.

After a large number of minutes passed, Twilight felt Bade grip her tighter as time went on, his thrusts slowly intensifying as their shared desire grew, the feeling of his flare growing thicker and the warm shots of his pre going into her, telling Twilight just how close he was getting; it apparently was growing harder for him to pull out each time now as her muscles squeezed down tightly, wanting to remain deep inside of her longer with each thrust.

"I-I'm getting close Twilight..." Bade said in a strained voice, unable to move at the moment lest he blow his load right then, his cock throbbing hard as he was on the precipice of release and just barely holding on.

"It's OK Bade, I'm safe. You can c-cum inside me." Twilight said, her voice betraying just how much she loved saying those last three words, "Please..." As Bade pulled out again and thrust rapidly to set himself over, Twilight felt as if her walls were pulled out somewhat with his thick flare each time he pulled out, each requiring increasingly more effort, before he sharply thrust up and hilted. Finally, with a howl from both, Bade slammed home that one last time.

Twilight came as she felt Bade's thick flare spread her deepest tunnel that last time and swell that much thicker as Bade started to pulse harder in her, her whole body tensing and trembling, her orgasm flushing throughout her entirely. His very tip easily parted her estrus-relaxed cervix painlessly, doing as nature designed it to as his glans process sat perfectly aligned to the neck of her womb. Twilight found her deepest walls spreading further and further as he started whimpering cutely in pleasure, gripping her as tightly as possible on instinct as pleasurable waves rolled through her.

Bade, meanwhile, was in bliss as he felt Twilight orgasming around his fully-flared cock, each clench and kneading roll of her muscles bringing him that much closer until...pop. Bade lurched his haunches forward and kept himself as deep as possible inside Twilight as he launched over into his climax, his cock throbbing as each rapid pulse spewed forth a heavy rope of his virile sperm into her waiting womb.

Twilight felt like she was in heaven as that wonderfully hot, thick cum pulsed out in heavy spurts, each twitch of Bade's cock felt through her entire passage, each glob of seed shot deeply into her womb where it was instinctively needed. Each gush into her was rewarded by a reciprocating, milking roll of her muscles and wink from her clit, her instincts screaming praises at her for letting herself be bred and in turn milking all the seed it could from the cumming stallion to make a foal with.

Eventually, even as Bade's cock slowed its frantic throbs, Twilight's orgasm stayed in that 'on-the-edge' state as she felt him remain flared inside of her, spreading her deepest depths and ensuring that his seed would take and get her pregnant...and if she didn't have her contraceptive spell on, it surely would have. He continued to pulse in her even after his main ejaculation ended, each throb dry but even still making both of their bodies thrum in pleasure, her slit and passage responding with a gentle squeeze or wink to each.

Finally, all too soon, Bade's pulses turned to nothing at all, with him simply remaining hilted as his thick flare kept the heavy load of semen deep inside his mare's womb, doing his best to promote the conception that simply would not happen. Both were panting as they were encased in the now-cooling water, warmed once more with their afterglow as they looked into each others' eyes and kissed.

Twilight's whole lower belly felt wonderfully filled, her entire body relaxing from its tensed state to what could be likened to a pile of mush beneath Bade, feeling as he affectionately nuzzled her cheek as they held together. Twilight felt as though she had a whole hoof plugging her womb’s entrance up again as his flared head kept his semen deep for a while as they rested and kissed, before eventually he slid out as he grew softer, his white semen slowly clouding the water behind them when he did. Neither seemed to care though, simply relaxing in the now-cool bath, before finally Twilight could speak up.

"Thanks again Bade. You were wonderful, just like last time. " Twilight said, her muzzle pressed to his as they looked into each other’s eyes, before surprising him with a short lick to his nose. "Thank you," she gave Bade a longer kiss this time, holding it, "and I love you."

"I...I love you too Twilight." Bade responded, lightly flushed, feeling a wave of warmth roll through him and focus in his chest, making his heart beat just a little bit faster as butterflies danced in his stomach. It is the same feeling he got every time they kissed or Twilight said she loved him; Bade wondered if that's what love felt like, and could only imagine it was.

Twilight simply smiled with a dreamy expression, debating whether she enjoyed the time with Bade more, or the sex. "Right, could I get up now please?" Twilight said with a soft chuckle, feeling Bade's heavier body lift from hers as he rose. As she stood, she just then noticed a small blob of off-white cum escaping her spread slit and float to the top of the water. Seeing that, Twilight turned, leaned over to it and, eyes locked onto Bade's, took it into her mouth before swishing it around for a while and giving Bade a wink of the eye as she swallowed it.

Bade figuratively blew his load again.

"Deee-licious." Twilight said, giving Bade another wink – and not from her eye this time – as she walked away, tail flagged up high and giving Bade a full view of her still-spread lips and cream-pied passage as she walked away. Bade watched a thin stream of his cum drool from between Twilight's inflamed lips, reminding him just how much he'd put inside of her. Twilight more than noticed his stare, looking back and giving him a small, sexy half-smile as she unleashed a few more winks of her own will, before Bade suddenly found his head draped with a towel and making him give a surprised nicker.

"There, dry off...then we can continue in the bedroom!" Twilight said in a teasing tone, giggling like a school filly as she dried herself off too, utterly happy right now; more happy than she'd been in a very long time as she laughed with Bade and he laughed alongside her. As he removed the towel from his face with his hooves, Bade was suddenly pounced by Twilight and rolled onto his back, Twilight atop him and softly pressing her lips to his, Bade gently pushing back. Twilight held the kiss for a while, showing affection to the stallion who it seemed Fate had brought to her and gave her a second chance of being in a relationship with.

~

"Stupid...everypony's soooo stupid in this town..." Amaya grumbled, her nethers still burning hot as she walked to Twilight's castle alone in the sun, with that only making the burning worse, "SO bucking kinky, the lot of them. The ones who don't want to bind me in chains and whip me want to instead sacrifice my eggs to bucking Tirek or some manure. Those last goth ponies...I swear if they didn't leave after asking me that..."

Arriving, Amaya virtually bucked the castle door off its hinges in her frustration as she headed right to her shower, grunting happily as she stepped under the stream and ice-cold water washed over her, shuddering in a fragment of the relief she needed; what she was denied at the party. "A simple rut, either a stallion with his dick in me or mare eating me out or bucking me with a strap-on...how hard is that to ask?" she mumbled to the wall, squeezing some shampoo into a hoof to clean the remnants of fury-formed lather she'd developed earlier off of her coat.

After bathing and standing under the tap for a good ten minutes cooling down, both her body and burning nethers, Amaya was no longer feeling immolated; merely uncomfortably hot. On her way back to her room, she heard a pair of muffled chuckles coming from what she knew was Twilight's room, one clearly Bade and the other Twilight, she knocked and, upon hearing permission, opened the door. Bade and Twilight were sitting together—and very closely, Amaya noted—on the couch and reading something.

"I'm, uh...back." Amaya stated simply, her eyes instantly drawn to Twilight in her lustful state, though surely not disregarding the hunky stud next to her.

"Ah, that's great! How'd...it..." Twilight started, before sniffing the air, "...but you're still in heat...?"

Amaya sighed, scuffing a hoof on the floor angrily, "Let's just say...the ponies in this town are crazy!" Amaya nearly shouted, startling the two relaxed ponies.

"Yeah, I said the same thing when I first got here..." Twilight said, giving a wide grin.

"Oh, so, um...you didn't get 'relieved'?" Bade asked, getting a disbelieving look from Amaya.

"Do I LOOK satisfied, Bade?!" she snapped, before sighing, "Sorry...damn hormones. I'll just...try to take care of this alone. Maybe I'll find an out-of-towner tomorrow."

Both of the others simply nodded their forgiveness, before Amaya walked away, going next door to her chamber and leaving the other two alone. She had some business that desperately needed to be taken care of.

~

Amaya selected her dragon-cock replica off of her shelf, feeling particularly frisky today after not being properly relieved. She laid on her back, moaning as she felt the tapered tip of it tease her entrance. The small flexible ribs on the tip stimulated her much more than many of her other toys, the taper and thick ribs only growing thicker the further down on it she went, the sensations of pleasure and stretching growing stronger in her belly.

As she swiftly developed a pattern – wet, lewd sounds produced by the toy moving in and out of her with a schlick at each entry or exit – Amaya couldn't help but moan her frustration out as she kept rubbing that fake cock inside of her, imagining some big stud of a dragon had her mounted and was taking her dragon-style, getting all the way to her cervix, following that fantasy with her toy.

As she masturbated, Amaya found her thoughts moving to Twilight; how close she was to Bade just now, how relaxed and relieved she looked today after her raging heat started the previous day. Amaya hadn't smelled her fertile scent either...

Amaya stopped as she realized something. "Holy hay Bade, you really did buck her good, didn't you?" Amaya asked herself quietly, the toy slowly moving again, "Finally gave up your V-card huh, and to a Princess no less? Wonder how you and she liked it, or if you were lecturing her on the proper procedure of rutting her brains out!" Amaya couldn't help but give a laugh at that, her mood starting to lighten at the thought of Bade balls-deep whilst lecturing Twilight about the proper procedure and traditions of ponies breeding, the fake cock buried to her deepest wall also helping in that matter. “I wonder if you knocked her up…”

Finally Amaya arched her back up and gave a muffled whimper as her limit was finally overstepped minutes later when a thick rib near the base hit her clit during a wink, thinking of Bade rutting the princess like a feral stallion again as she did. With those thoughts of Bade knocking Twilight up, and the ribs on the dildo always setting her over very quickly being one reason she chose that toy, she felt her whole body tense as she came, her inner muscles trying to milk the cock of its life-giving seed...though she knew none would come from the hunk of silicone. As she came, she was overwhelmed with a sense of relief as her vagina constantly kneaded the toy, her whole body thanking her for giving in to her instincts.

After a disappointingly short while, she came off her orgasmic high, sighing sadly as she relaxed again. She felt cold and alone in her room without a warm body cuddled alongside her in her afterglow; nopony to snuggle up with and share this happy moment with. As Amaya lay there, she couldn't help but find her thoughts dragged back to Twilight again. Now there was a mare worth rutting; beautiful physique, perfect wings, and a great personality. Curious and adventurous to boot, and that undoubtedly extended to the bedroom too.

As she lay there with the dragon dildo still deep inside of her, her body needing more stimulation, Amaya started again moving it again as she thought about Twilight using it as a strap-on and thrusting it inside of her, moaning out involuntarily as she did. She'd decided she'd ask Twilight again to have sex tomorrow, and something told her that this time, the heated mare may just say yes.

After she came again to the pseudo dragon cock, Amaya decided to change pace and grabbed the manticore dildo, sliding it deep into herself with a moan. It was going to be a long night.

Author's Note

* - This purple prose is penned and presented proudly. Please don't pique at the precieved provocation. :pinkiehappy:

Toys Aren't Just for Foals...

Author's Note

Contains: Female masturbation with a very exotic dildo, female masturbation with hooves, obligatory solo shower scene, implied lesbian, explicit lesbian, including mutual cunnlingus (69), and a rather messy mare-gasm (or three)

Toys Aren't Just for Foals...

Amaya slumped to the bed, panting as she slid the toy to the base into her clenching passage and left the thick knot holding the toy inside of her, shifting her hips around as her mind flushed with yet another unsatisfying climax. Her inner muscles moved the griffin dildo with the huge knot at the base around her pussy, Amaya enjoying the intense feeling as the firm but flexible rubber spines also on it dug into her vaginal walls whilst she clenched on the thick knot. She held her dildo deep inside her needing passage, her body still squeezing on it greedily, the tip brushing her cervix; but so many things simply didn't feel right about this, leaving her still wanting. Firstly, her body was trying to milk the seed that simply wouldn't come, leaving her unsatisfied at not being truly bred and filled.

She missed the warm body against her chest or back as she was truly bred.

The other pony's hooves wrapped around her in her climax.

The warm, thick, flesh-and-blood cock and pleasured grunts of a stallion, or mare sharing their body with her. A real stallion filling her up with his hot, virile seed...

...or a sexy mare squirming with her, writhing in the climax caused by their heat-partner...

...cuddling with her chosen mate after their shared, sweet release...

...these were the things she missed the most when she simply got herself off in her heat.

She removed the griffin dildo from herself, the six-inch circumference knot popping out forcefully and making her groan unhappily at feeling so utterly empty now by comparison, leaving it on the bed covered in her orgasmic emissions.

All Amaya could think about was Twilight Sparkle as she rested, the same as she'd been thinking of whilst rutting herself silly; she thought about the princess's perfect body, her graceful, down-to-earth stance on being royalty, and of course the fact she was in heat right now. What must be the sexiest mare in Equestria was, right now, in this same building as her, likely needing the touch of another pony to ease her burning, itching need and she was fertile to boot. Everything in a bed-mate that made Amaya extremely horny. With Bade out on some task or another in Canterlot, Luna having called him away for the day, Amaya was the only other pony available for those needs.

Amaya started to rub her messy pussy with a hoof now, not able to stop herself even long enough to get her dildo as her need burned even hotter. She started moaning softly as she met her winking clit with the tip of her hoof, her head easing back into the pillow again as she targeted her nub of so much pleasure, her hips slightly shifting as she rubbed.

She imagined Twilight Sparkle instead rubbing her as Amaya lay between her hooves and against her chest, feeling the princess's arm against her chest and hoof rubbing between her lips, promising her she'd end her heat.

It wasn't long after she started those most sexy fantasies, inter-splicing those with the recently so-common one of Bade on Twilight's back rutting her then shooting a load of foal-cream into her womb, until Amaya's body tensed up and her hips arched against her hoof, a quiet cry of pleasure escaping her throat as another substantial release of mare-cum coated her hoof. After another disappointingly short orgasm, Amaya sighed in mild relief as she finally found her body finally satisfied enough to let her take a break after four small, rapid orgasms.

"Ugh, this estrus can go right to Tartarus already!" Amaya exclaimed as she brought her dildo into the bathroom with her, cradled in a wing, then cleaned it off in the sink before turning on the cold water in the shower. She quickly climbed in, letting the coolness roll over her head and hot body, then turning and hiking up her tail and letting it clean her of her emissions and help to cool her down underneath...as well as enjoying the sensations of the pressured showerhead spraying against her sensitive marehood and still-winking clit.

"If only the ponies in this town weren't so obsessed with tying a mare down and dominating her, or doing freaky stuff with her marehood or ass, or just whining and complaining about themselves for hours. Is it really too much to ask for them to just want to, I dunno, have sex normally? To fuck a mare in heat like instinct tells them to?!" Amaya said to herself in a soliloquy, sitting and pouring some shampoo into a hoof before rubbing into her mane; "Hay, I would have been over this manure yesterday if I could find even one normal stallion...or at least the burning wouldn't be as bad with a mare!"

As she cleaned herself and cooled off, Amaya thought about Twilight some more; how she had watched as she'd been rutted by Bade, her boss and long-time friend, the day before yesterday. As she did, Amaya got a naughty idea: if Twilight had bred with Bade just to get some release from her heat, perhaps she'd finally do the same with herself!

Her mind set, Amaya stood and stepped out of her shower and dried off. Twilight would likely be reading right about now...

~

"Hey Twilight!" Amaya excitedly greeted as she poked her head into the reading room where Twilight spent most of her free time, hearing a short, surprised cry from the named mare. As her head entered the room, she smelled the scent of a fertile mare dimmed from the previous day but still very strong, that scent mixed with Twilight's distinct own making it obvious that Twilight was still in her heat. Perfect.

"AH-hi!" Twilight responded quickly, before turning from her book to the mare who had shouted into her quiet room so suddenly, her heart racing and her wings erect on reflex to fly away from a threat...doubling as an instinctive Pegasus courting ritual to invite a potential mate. Twilight's heat had been getting stronger all day, in ways that it never had grown before. Usually a single orgasm would sate her for a whole day, but now that she had had a stallion, her body craved the touch of another more. It craved orgasm after orgasm, or the semen of another within her to quell it now it would seem. She'd found that out the previous night when her first orgasm did little more than fan the flame in her belly more, making her need to climax again and again, and even still she burned again within a few hours...

"Oh, were you reading? I'm sorry I scared you."

"Oh, u-uh, it's OK..." Twilight said as her heart slowed its incessant goal to escape her chest, closing her book; "s-so, um, anything to report?"

"Negative ma'am. I was just..." Amaya responded quickly, then hesitated, before pawing at the floor. Amaya thought, clenching her jaw; "I know you're in heat too, and I was just wondering if you'd like to, y'know, see my...'collection' maybe?" she asked in a tone half the intensity of when she'd previously asked Twilight out of heat. She knew how emotional some mares got during estrus, and how that emotional intensity could be turned to either burning passion...or burning anger. As she thought more, though, now she understood her nervousness; this time Twilight may actually say yes.

Twilight simply remained quiet for a while, looking at her dumbfounded, leaving Amaya nervous she'd somehow overstepped a boundary by asking her this in her heat. Amaya nervously thought, considering simply turning tail, that maybe Twilight would forgive her if—

Twilight bit her lip as Amaya asked that question now, in her heat; though she could have brushed it off with another 'no' like before, now she felt the nagging urge inside her belly, her body begging to be filled up and satisfied, no matter the pony doing it. Her clit was winking under her tail at the prospect of having sex again, and in a different way, her whole being urging her to say yes, but something was stuck on her mind.

"I...I can't."

Amaya was not surprised at the response, having heard it so many times before, but this time she knew Twilight wanted it, and badly; she could tell by the look in her eyes and her intense scent that Twilight was deep into her heat again. Plus, that wasn't a full 'no' like before. "Are you sure?" Amaya asked friendly but firmly, seeing Twilight twitch again, then give a deep shudder. As she stood there, being propositioned and it taking every ounce of willpower not to just outright pounce the willing mare now to quell the horrid itching in her belly, only one thought went through her mind:

Twilight stood still as she thought about that sexy stallion who had been her first; the deep feelings she had for him. Would this be a betrayal to him if she went to another pony's chambers, she wondered, even if it wasn't anything serious. As she thought about it more, she realized that she'd never actually dedicated herself to him as his filly-friend, leaving her still very much a single mare. But even still...

"Bade and I... had sex together a couple of days ago...and yesterday...and he loves me, and I love him." Twilight stated, knowing Amaya wasn't a squeamish one around sex.

Amaya was a bit surprised Twilight was so open about her mating with Bade, but she simply nodded, standing her ground and letting the other mare continue.

"We've felt like this about each other pretty much since you and him came here, but my being in heat made him finally seemed to...thrust into me...I-I mean thrusted us into a relationship! Twilight nearly squealed the last part as she had, at a very horrible time, a flashback to Bade atop her, unloading into her.

Amaya nodded. "I understand Twilight, I really do. I mean, you're just so sexy, you smell lovely, and your pheromones...well, I think I got a little outside of my head. I'm sorry."

Twilight nodded, then continued; "I...I want to have sex with you, I really do Amaya. You're beautiful, sexy...you have a lovely personality that kind-of reminds me of my friend Rainbow Dash a bit, and I've been really curious what it's like to have sex with a mare for a long time...but, I just can't help but feel like I'd be cheating on Bade if we had sex..."

Amaya blinked, getting the feeling she was starting to gain some ground with that admission. "So, you wonder what it's like to have sex with a mare, huh?" she asked, getting a nod from Twilight, "Hm. Well, did you ever ask Bade to be your colt-friend, or did he ask you to be his filly-friend?"

Twilight shook her head. "Well, no..." Twilight asked, "...but I love him, and he loves me, so that makes us a couple, right?"

Amaya moved a little closer to Twilight, Twilight giving a gentle shudder as Amaya gently nuzzled her wing, it taking all of her power to keep her wing from springing open at the touch on such a sensitive area. "You have very beautiful wings Princess..." Amaya said softly, before giving it another nuzzle, Twilight wincing again at how good it felt to her sensitive body, "May I try something with them?"

"I...uh...thanks?” Twilight said, a bit thrown by the topic change, "and...I guess so?". They'd been talking about Bade and her relationship, and then—

Amaya had gently bitten down onto the base of Twilight's wings where the ball-joint met the socket, hitting both of the muscles that connected wing to body at once, sending an intense surge of pleasure through Twilight as Amaya so suddenly stimulated those extremely sensitive, and virtually untouched, erogenous zones.

Both of Twilight's wings suddenly flared out and her tail flagged involuntarily as she felt her passage clenching on itself rapidly, her back hooves trembling in place and nearly buckling as she outright had an intense orgasm right there in the reading room.

Twilight's thick fluids drooled down her legs or dripped onto the floor, her clit winking constantly and her mind thrumming in sheer pleasure as those sharp little fangs dug into her flesh, but didn't penetrate skin. Oddly, the pleasure seemed to focus in her wings more than her lower belly as it usually did, making the feathered limbs tingle pleasurably all the while she came and mixing that pleasure with her already high orgasmic pleasure.

Twilight continued to tremble for a good long while, Amaya meanwhile grinning hugely as she held onto that spot as the Princess shivered in her throes of orgasm, gently shifting her jaw and earning a few quiet squeaks from Twilight at the extra surges of pleasure that were sent through her.

Eventually, Twilight's mind floated down from her orgasmic high and she started feeling more than just pulses of pleasure, slumping a little. "Wha-what was t-tha'?" Twilight asked in her blurry-minded state, her whole body feeling relaxed now, her burning need lessened some from the orgasm and her wings feeling like she'd just gotten a wonderful massage on them.

"That, beautiful, was what we thestrals and our brethren Pegasi call a 'wing-gasm'. It's caused by stimulating the wing area properly while preening, or by knowing the right spots to hit. Like I just did. It usually takes more than one bite though, so you must have been REALLY needing release." Amaya explained, seeing a puzzled look grow on Twilight's face. Apparently, the mare didn't know quite everything.

"B-bu-why?" Twilight stumbled out, trying to figure out why Amaya had targeted that spot and made her cum, as well as being amazed that one simple touch could have such a drastic effect on her...and leaving her quite curious what else this mare knew.

"'Why 's because you're so tense because of your estrus that you look like you're about to snap! I know you said you love Bade now, but does giving another an orgasm really have to be love? Do you love me more now after I made you cum than before?" Amaya asked, softly giving Twilight's back a kiss, noticing her arching it up to her lips a little bit.

When Twilight shook her head 'no', Amaya continued; "Lust when you're in heat is simply instinct; it's just our body begging for physical stimulation, no emotions needed. We just need to cum, and cum, until the itch finally stops for a while, whether our partner is our lover or not. That's why many mares have their friends as 'heat buddies', even if they are married or romantic with a stallion, but don't want to risk her getting pregnant or having to buy or use birth control. After all, mares can't get each other pregnant...not without some powerful magic and on purpose at least. The mares satisfy each other during heat season, sometimes with their stallion watching or even joining in, but after breeding season ends the mare will go back to their stallion and simply will be friends with that mare after, with no romantic attachment."

Twilight considered this new information. She'd heard about 'heat buddies' in passing from her friends, but never really knew what it meant when they spoke about being 'heat buddies' with each other. As she considered who'd mentioned it, her tight-knit group of friends, she blushed as she imagined them having sex with each other... and she couldn't say she was turned off by the idea as much anymore. As she felt Amaya continuing to softly bite on her back, approaching her rump, she arched her back sharper, her rump rising higher into the air in obvious need, her tail fanning her fertile scent more rapidly now. Amaya did not leave that unnoticed. She had Twilight right where she wanted her.

"What I'm saying is, Twilight, this would be simply to ease our heats. I mean, you don't have to love me to fuck me." Amaya said, giving a shark's grin.

Twilight thought for a while more, before letting out a breathy sigh. She knew Bade was aware of 'heat buddy' relations, as he talked about it happening a few times with the female guards in the Royal Night-Guard bunkhouse, them doing it right there in the middle of everypony, and she distinctly remembered he'd said that 'it was so bucking hot to watch when two mares go at it in heat'. She hoped she wasn't actually cheating on Bade, with her hormones and Amaya's current actions having a heavily weighted vote in favor of getting some relief and trying something new, especially with the fact that Amaya had just brought her to orgasm with one simple bite. After all, this was just for her heat.

Twilight trembled as a shiver went through her when Amaya returned to her wings, licking gently along the leading edge, before nodding her head, "I'd...I'd like to see your special collection in your chamber..."

Amaya stopped her actions completely, letting out a shuddering breath. "So, why'd you say 'no' before but 'yes' now?" she asked, genuinely curious. Never, in a million years, did she imagine Twilight would actually say yes after the dozens of times she'd rejected her before, not even after her little 'persuasion'. Now Amaya wasn't sure what to do, her hooves seemingly glued into place, but she was was still holding a cocky grin.

Twilight gave an ever-so-adorable, yet totally-fuckable giggle. "Well, I was scared and intimidated by your forwardness before, Amaya." Twilight explained, before moving closer to the stunned mare, rubbing her side against the thestral’s, their sensitive wings meeting for a moment and making both shudder, "...I'd never had a partner before and I didn't have any sexual experience, making me even more nervous to be with such a...seemingly-aggressive sexual partner," she explained, continuing to grind against the other mare, never once breaking physical contact with her since she'd started, and earning a soft gasp from her as she nipped behind her ear and got it to twitch. "Now that I have had some experience with Bade, and you've shown me what some well-meaning sexual forwardness can do...plus that this isn't like cheating...I'm ready." Twilight said, flittering her wings a bit, them still tingling lightly from Amaya's earlier treatment. "So, uh, did you still wanna go to your chamber or...?"

Amaya was still somewhat in shock, but this time was also growing incredibly aroused by the hot body rubbing on her own. The pheromones of another mare were in her muzzle, mixing with her own and making her marehood start to drip and wink even more under her tail, her instincts crying out for stimulation whether by her hoof or something else. Or somepony else.

"So...?" Twilight asked directly into Amaya's ear, earning a shudder from the other mare, "...shall we go to your chamber now, or did you want to get ready first?"

"Yes ma'am! Give me...like...five minutes!" Amaya said eagerly and in an equally wanting tone, earning a soft chuckle from Twilight as the bat-pony raced out of the room like her tail was on fire, undoubtedly heading to her own chamber to set up.

Deciding to get a move-on and not keep her to-be bed partner waiting, Twilight shook her head and started to head to Amaya's chamber, thinking of the situation along the way, her clit winking eagerly as she walked.

Twilight was still somewhat in shock herself that she'd accepted, though she knew it was a long time coming. Ever since Amaya had shown interest in her that first day, Twilight had wanted to say 'yes' to the sexy, exotic mare, but her lack of experience and derived nervousness always made her reject her offers of pleasure. After her two times with Bade showing her how pleasurable and relieving sex during estrus could be, and there was nothing to be scared of if your partner got a little rough so long as both were OK with it, Twilight finally had grown even more curious what it would be like to have sex with another mare.

Twilight had actually been curious ever since she'd made her five best friends in the world—Applejack, Fluttershy, Pinkie Pie, Rainbow Dash, and Rarity—her inquisitive nature making her very adventurous in many senses, but she had never pursued it because of not wanting to ruin her close relationship with any of her friends if they didn't feel the same. Now, however, she had a very willing partner who wanted to have sex with her, and a permanent romantic relationship wasn't required. A 'friend with benefits'.

~

As she arrived at Amaya's chamber door, Twilight felt a twinge of nervousness start again as she remembered all the strange and exotic toys Amaya had, an ounce of her previous fear of the unknown creeping in. Would those spiky-looking toys hurt, she wondered, or feel good like Bade's penis had. Would Amaya be as forceful and dominant as she feared, or a passionate but caring lover like Bade had been?

As she rose a hoof and knocked on the door, Twilight almost felt like simply explaining to Amaya that she'd changed her mind when the door opened...but as the door did open and Amaya stood in the doorway in a pair of two-tone-grey striped socks, her mane tied up in a ponytail instead of its usually scraggly style, and her tail wrapped around the base as well to keep it out of the way, Twilight felt all doubt leave her. Amaya was indeed a very sexy mare, and Twilight would have sex with her.

"So, you made it..." Amaya said in a honey-sweet voice smooth as silk, a well-practiced sensual tone if Twilight had ever heard one, her statement followed by a quick flick of her tail, "I just finished getting everything ready for you beautiful."

Twilight couldn't help it as she felt her cheeks flushing hot at hearing a mare talking to her this way, her loins flushing just as hot. Lacking the male pheromones calling her to this mare as a breeding partner, Twilight's body was somewhat confused, though it swiftly started to understand as she saw what was set up on the bed.

On clean towels on the mattress, lined up by size and type, were at least thirty or more dildos, ranging from simple, undetailed rods to anatomically correct, single or double-ended, small to huge, and of so many domestic and exotic species that even the well-read mare couldn't identify them all by sight. "Well..." Amaya started in that same silky-seductive tone as before, "...you wanted to see my 'preciouses'; there they are, all set up just for you. Feel free to browse, and don't be afraid to toooouch~!"

Twilight took Amaya up on her offer, stepping up to the bed as she got a closer look. Some were a variation of size or style of a stallion's penis, but many others were of other races or animals. While many of them were the long cylinder with a standard flare on the tip and a medial ring from any normal pony stallion, some flared and some unflared, two of them, one flared and the other not, were thicker and curved more upwards, Twilight identifying that one as a Zebra penis replica. As she picked another, smaller one up and studied it, feeling the soft yet firm texture of the silicone, she meanwhile identified many of the other exotic styles laid out before her; canine, feline, griffin, manticore, primate, drake, cockatrice...and even dolphin and sea-dragon! That's not to mention the many other abstract or unidentified animal ones. Many of them had tubes attached at the base, the purpose of those a mystery to Twilight.

"W-wow...there's...so many different kinds..." Twilight stammered out, her eyes feasting on the toys as a starving pony's would on an all-you-can-eat buffet.

"Yep, well, sometimes you just see something new and want to try it out, y'know?" Amaya said, her hoof petting over a particularly thick one with an equally thick knot at the base; likely a replica of a Diamond Dog's tool, "Ever since my mother gave me the one you're holding as a coming-of-age present when I entered my first estrus, I've had somewhat of a...strong fondness for both real and fake cocks."

Twilight looked down at the dong she was holding and quickly set it down again, realizing that it was about the size of a colt's penis and indeed intended for a filly's first estrus. "Oh, I...see." Twilight said and nodded, before deciding to move swiftly on, her nether now burning hot at all the prospective options laid out before her.

"You can pick any one...or more...that you want to borrow any time you want to, now or in the future. They're always clean and ready to use." Amaya explained, before watching as Twilight picked up the double-shafted, spined dragon dildo, and the barbed and knotted griffin one that she'd just used herself, in her levitation.

Twilight found herself wondering, her blush burning hot again as she found herself thinking of her young dragon assistant in that way. <...bad Twilight, don't think like that! He's like your younger brother! Your sexy, double-penised...stop!>

"You sure you wanna try those ones? They're definitely two of my more...exotic and intense toys." Amaya said, before seeing Twilight shake her head and lower it to the sheet again.

As Twilight's eyes landed again on an anatomically correct double-ended Zebra dildo, she picked that one up in her magic instead. "So, why does it have two flares?" Twilight asked, also wondering why it was so long. There was no way it would fit in a single mare after all, being at least two-and-a-half feet long.

"Ah, that's not just for one mare Twilight," Amaya explained, her voice keeping that tone that made Twilight's wings unfurl and start to rise in arousal, "that's called a double-ended dildo, and it's for two mares to...share. At the same time." Amaya whispered into the alicorn's ear, earning a heavy shudder as her words settled in, "...and Zebras feel a lot like thestrals when they're inside of you."

After thinking for a moment, Twilight nodded. "I want this one." she said simply, with Amaya nodding.

"Great! So, did you want to take it to your chamber, or me to leave you alone here...?" Amaya asked as she removed the other toys from the bed, setting them on a nearby table, though not oblivious to what Twilight's choice suggested. In fact, it would be any moment now that—

"It's meant for two mares at once you say, huh?" Twilight asked as she took on a seductive tone of her own as she used a hoof to play over one of the medial rings, before tracing the length to the other one's flare, "Well, lucky me you're here to be the second mare." As Amaya watched the toy levitate behind her, she gave a quiet, needing whinny as she felt the fake cock rub against her slit, her leaning back against it on reflex and her clit winking on the head. She was beyond horny already.

"Shall we?" Twilight asked, levitating the dildo away from her slit and bringing it to the bed, giving it a lick on the dry end.

Amaya's heart nearly stopped. Twilight really did want to sleep with her. As she climbed up on the bed, starstruck, she had never nodded so much as she did then.

"So...um...what do we do now? Do we just...stick these inside us?" Twilight asked, breaking the flow with that question.

Amaya was slightly jerked out of her lustful state by the abrupt question...but then something came to mind. "Something like that. But...well, we could just use the toys now...or we could do something a little more...fun first."

Twilight's ears perked up at that. "'Something more fun'?"

Amaya nodded. "Ya ever hear of a '69'?"

"Is that...like, some sort of math question?"

Amaya literally face-hoofed. "Alright, no, it's not. It'd be easier to just show you. Is that OK?"

Always eager to learn something new, as well as extensively liking when Amaya had 'showed her something' earlier, Twilight nodded.

"Right, I'll be top, since it's your first time." Amaya said, before climbing on the bed. Her legs splayed open, displaying everything she owned with pride, her bat-pony pussy dribbling its nectar down to get into her tail in anticipation; "First, get on the bed..."

Twilight obeyed, climbing onto the bed and laying beside her – face-to-face. "No Twilight, not like that..." Amaya said, shaking her head; "Here, just stay like that..." Amaya then moved so she was laying atop Twilight, her crotch facing Twilight's muzzle, and Twilight's was facing hers in kind. For both mares, the fertile scent of the other was much stronger as close to the source as they were, and already Amaya's mouth was watering.

"So, um, as nice as you smell, you never answered me; what's a '69'?" Twilight asked, getting a quiet chuckle from Amaya.

"You still haven't figured it out huh, even with it literally right in front of your nose?" Amaya asked, and, before waiting any longer, she gave Twilight's slit a long, slow lick from just short of her anus, all along her slit, before finally ending on her clit's hood with a swirl. Twilight simply gasped as she felt the smaller, more delicate tongue of Amaya lick over her petals as Bade's had, but at the end of her lick Amaya started to swirl slow circles over that small upward curve in her vulva, the sensations growing more and more intense until—

wink

—Twilight's clit winked on reflex. "W-What're you doi–AH~!" Twilight started, before she cried out in sheer pleasure as the other mare applied light suction to her clit as it peeked out, preventing it from going back into hiding by blocking her hood with a carefully placed lip. With the large heart-shaped pleasure nub fully at her mercy now, Amaya simply started to give slow, firm licks along her slit, then started to lick Twilight's clit directly and earned a quiet 'AH~' and kick of the legs from Twilight with each.

"Ooooooh-kaaaay...a-apparently you're doing t-thaaaaaaat!"

Twilight, meanwhile, was in utter bliss as her clit fruitlessly tried to wink again and again against the tongue so pleasurably assaulting it, her entire body buzzing and thrumming with the intense sensations as her hips rocked against Amaya, only for her to feel a pair of hooves gently but firmly pin her hips against the bed. She didn't much mind. Twilight had never really focused on her clit as she'd masturbated, the few times she had touched it only being at the very end of her in-heat masturbation sessions to finish herself off, and while Bade had licked it a few times before. This gave her an entirely new perspective on things, and she regretted not focusing on it more in the past if it felt that incredible.

<It feels really good when somepony focuses on licking my clit like that! How did I not know this would be so amazing?!> "P-please, keep g-going!" Twilight begged, getting a nod from Amaya, and another harder lick on her clit.

Amaya simply hummed softly, happily, as she heard Twilight's pleasured begging and tasted the distinct flavor of a fertile mare once more, with an in-estrus mare's fluids always thicker and tasting just a bit muskier and sweeter to the bat-pony than an off-cycle mare's. Changing her focus off Twilight's clit, figuring she'd had enough of the intense stimulation for now, Amaya instead focused on dragging her tongue just along the seam of Twilight's lower lips from bottom to top again, not hard enough to penetrate just yet despite Twilight's muscles trying desperately to pull her inside, her hips pushing down on her muzzle. She didn't want to give it all away so soon.

When Amaya suddenly pulled away, Twilight being disappointed was an understatement. "W-why?" Twilight asked in a whiney tone akin to a foal having their favorite toy pulled from their hooves, pouting softly.

Amaya simply grinned, shifting her hips a bit as her tail remained out of the way, her clit winking a couple of times in response. "Give, and ye shall receive again. You scratch my itch, I scratch yours." Amaya said with a smirk, grinding a bit against Twilight now, her sensitive teats pressed into her chest. She herself was beyond horny as she realized she was eating out not only a princess, but also a very lovely, beautiful, and kind mare. Not only that, she was also teaching Twilight how to eat her out!

Getting the hint, and very much wanting more pleasure, Twilight gave a tentative lick at Amaya's swollen, leaking marehood, finding her vulvar lips were wider than a pony mare's, with little wrinkles at the top so a thestral mare could stretch wide for the larger penis of their males. Getting some of her profuse fluid on her tongue, Twilight gave the sweet, musky liquid a taste. Twilight found that Amaya tasted similar yet quite different than Bade; while Bade had been distinctly masculine – strong, very musky, and lightly bitter – Amaya's flavor was very light and sweet comparatively, though there was still a good hint of her own feminine musk involved.

Amaya meanwhile gave a soft moan that vibrated Twilight's pussy at the first sexual contact from another she'd had down there since she'd left Canterlot, her hips shifting up eagerly as her clit gave a wink, inviting her pleasurer back in. "Mmm yes, just like that Twilight...peeeeeerfect!" Amaya moaned our, her back arching.

Finding she liked the flavor and the encouragement, Twilight licked again, then again, each time earning a wink of Amaya’s clit and a quiet coo or bit of praise. As she started to follow her bed-partner's lead and began to lick on Amaya's large pleasure bulb as it peaked out frequently, the bat-mare's hips started to gently grind against her muzzle. "Mmm, now that's more like it...if y-you keep licking there, I t-think you've earned your r-reward..." Amaya said, before slipping her tongue inside Twilight.

While it wasn't as thick as Bade's stallionhood had been, Twilight's body nonetheless reacted to the penetration with a clench down on the welcomed invader and sent a surge of pleasure through her, her entrance squeezing down as the squirming warmth slid deeper, welcoming it in further inside of herself. As it twisted and writhed inside of her, Twilight found that it was certainly more active than Bade had been with both his penis and tongue; the tongue of a very experienced mare who knew what she was doing.

Distracted and dazed by the feeling of being penetrated again, Twilight lost focus on her own licking for a moment, but was swiftly reminded that Amaya wanted this pleasure to be mutual by a firm grind of winking pussy-lips against her nose. Knowing it was only fair to return the favor, Twilight pressed her own tongue deep into Amaya as well, her senses now awash with the heated mare's flavor and scent.

For many more minutes the two ate each other out, letting out a quiet squeal of approval as one found a particularly nice spot inside of the other, back legs occasionally twitching or crotches grinding against their pleaser's muzzle as they panted for breath.

Finally, Twilight let out a quiet cry as her licks stopped, her whole body quivering beneath Amaya's as she'd found a particularly sensitive spot inside of her passage and wouldn't stop licking it. Twilight rocketed over into another intense orgasm as she virtually convulsed under Amaya, intense tingles rolling along her body as she felt Amaya simply keep licking that spot, knowing she must have found her G-spot.

Amaya simply kept licking once she'd found that small patch of spongy flesh she knew every mare had, hearing the soft whimpers from Twilight and feeling her passage clenching intensely over her tongue as she undoubtedly came hard, her crotch grinding the large amount of orgasmic fluid she'd released into Amaya's muzzle as she trembled intensely. The thestral simply grinned and kept licking, a hoof gently playing with her spasming clit and extending her huge orgasm even more, making Twilight loose another large squirt of her femme-cum.

Finally, what felt like hours later, the intense tingling pleasure slowed then stopped as Twilight's clit slowed its winks and her passage calmed its death grip on Amaya's tongue, Twilight going limp beneath Amaya as she struggled to catch her breath. Amaya rolled off and lay beside her instead, admiring the red-faced, panting result of her handiwork. , she boastfully thought.

After some seconds of simply laying there, panting and collecting herself mentally, Twilight finally tried to speak. "Tha-wa–...tha–" Twilight stammered, her tongue tying knots, before finally it seemed to understand she wanted to speak; "That was...wow..."

Amaya simply smiled genuinely, happy she'd pleasured Twilight and let her find release again...and though she herself very much needed release of her own, that could wait a moment. "I'm glad you enjoyed yourself," Amaya said with a smile, before gently wrapping Twilight in a hug, her smile widening as she felt a pair of hooves wrap around her in kind.

"...but you didn't get to...finish yet." Twilight said, to which Amaya nodded and gave a most lascivious smile and the most bedroom of eyes.

"That begs the question: what're you gonna do about that? After all, you're leading by two to zero..." Amaya asked, eyeing the double-ended dildo nearby them; "...maybe you could try to even up the score?"

...and This Proves it...

Being asked to please her back and looking at the same long, transparent glass double-ended dildo that Amaya was looking at, still reeling from her intense orgasm from the experienced thestral mare's tongue and her belly still burning for more, Twilight smiled...though it was more like grinning maniacally. She was excited at the prospect of pleasing this mare back, even if she had only an idea of how to use a dildo in the faintest sense, as well as learning more about how mares pleased each other. Picking it up in her magic, Twilight squirmed so she was facing her bed partner, or more accurately, her partner's soaked, winking crotch.

"So...can you please put it in me? I really need it..." Amaya asked, nearly begged, eyeing the long horsecock levitating in Twilight's raspberry-red magic, her hoof rubbing into her slit softly in anticipation. Twilight reached over for the lube bottle on the shelf next to the rest of the toys, but Amaya shook her head. "Don't need that, I am beyond soaked. Pleeeeease just put it in meeeee already~!" She'd meanwhile risen to her hooves and knelt her front half down a bit, her tail flagged out of the way and her back legs spread, presenting her soaked marehood and winking to Twilight as though she were a stallion. She was more than ready, two days of comparativly mild pleasure by her own devices leaving her craving another's touch.

Twilight looked at the dildo, then the bat-mare's swollen, deep-grey slit, before pressing the toy's flare to it. Amaya moaned happily as she felt the flat head press against her, the added gentle tingle of Twilight's magic on it only adding to the sensation and making her wink against it. "Mmm, good...keep pushing..." Amaya said in a drunken tone, feeling as Twilight's telepathic push increased, before the flare popped into her ready canal.

Amaya gave a quiet nicker of contentment and a shudder as she felt the cold toy penetrate her, then felt the thickness spreading her open and pushing deeper, that wonderful magic tingle only a unicorn's magic could provide something she very much loved. "Mmmm-yeah, this is what I needed..." Amaya cooed as she squeezed and winked near constantly on the toy, her inner muscles and rocking hips welcoming the pseudo-cock deeper into herself.

Twilight, meanwhile, was watching as she slowly sunk the dildo into another mare, watching the lips spreading and actually able to see inside the mare's deep-pink passage through the clear glass, her magic lighting the way. She was as much fascinated as Amaya was pleased, though the latter was apparently getting impatient. The bat-pony pressed her hips backwards, moaning in pleasure as she felt the toy hilt in her to her side of the dildo’s medial ring. "Mmmmmm, that's the stuff....hay yeah..." Amaya moaned out as she felt very nicely spread now, the cold glass helping to cool her heated core. She very much loved this toy during her heats for just that reason.

Twilight was utterly fascinated as she kept sliding the toy deeper and deeper into Amaya, not sure if it would ever bottom out, at least twelve inches inside of her and more being added by the second. Finally, at about the fifteen-inch mark, Twilight bottomed out. As she did, she got a quiet squeak from Amaya as the head of the toy tapped her cervix, Twilight seeing that slightly-dilated ring through the toy, watching her body rocking against the invading dong and her muscles squeezing against it. It was both very erotic and educational at the same time, Twilight seeing first-hoof how a mare's vagina reacted to a stallionhood inside of her during estrus.

"J-just pull it out to the flare, then push it back in me hard and fast, and keep going. I need a good rutting...please..." Amaya begged, feeling so full, yet the fact that the cock wasn't moving was frustrating her massively. As she felt it sliding out of her a moment later, her body struggling to keep the 'stallion' deep inside of her, her pleasure rising because of that added friction, she cried out in ecstasy as it was suddenly, sharply thrust into her to the hilt all at once again. "YEEEEEEEEESSSSSSS~! Peeeeeeeeerfeeeeect! M-MORE!" Amaya moaned out in sheer, agonizing pleasure as she felt Twilight yank it out and ram it into her again, earning her another pleasured cry from the pounded mare.

"P-pull...my tail...please...h-hard." Amaya begged between thrusts, with Twilight very much surprised by her submissive behavior in the bedroom compared to the bold, boisterous presence she gave off otherwise. Grabbing a mouthful of her tail hair without a thought, Twilight gave it a firm yank whilst still fucking her hard with the dildo in her magic, Amaya giving a sharp cry out, her back legs giving a tremble. "A-again!" Amaya begged, and Twilight complied, earning another pleasured cry from the kinky mare.

Twilight watched as more of Amaya's white-tinted fluids rolled down her legs, making them an even darker grey, Amaya's wings erect, her whole body lightly trembling now as she was reamed well and her tail was yanked with each thrust in. Twilight was fascinated to see how everything worked down there first-hoof, tempted to take notes but not having any stationary or quills, as well as too focused on what was happening before her to bother with summoning some either.

Amaya was beyond pleasured already; with each yank of her tail, she felt her tail's dock being so deliciously pulled on, that slightly-painful sensation only adding to her intense pleasure. The feeling of being bred so roughly, the slight pain in her dock, and the scent of another fertile mare in the same room as her only spurred her arousal even higher.

Unsurprisingly, it was only a short while of this very rough, intense treatment, combined with Amaya's secret feelings for Twilight and long sexual dry spell, before Amaya buried her head into the pillow and let out a very high-pitched shriek, Twilight watching as her whole passage convulsed through the clear toy, with her leaving it hilted to her core as she peaked. She watched as her guard's vaginal contractions became rhythmic in time to her winks, knowing she was right on the edge.

Then Amaya came. Hard.

Twilight watched as Amaya's entire body shivered constantly, the thestral's partly-dilated cervix dipping down slightly to touch the flare, trying to bring the sperm that wasn't there into her fertile womb. The entire bed was coated in the mare's thick cum, rolling down her back legs or squirting out past the dildo with each wink, showing how utterly pleasured she was. Unable to simply ignore just how horny this was making her, Twilight continued to softly grind her own vulva against the bed, matting Amaya's covers with her own brand of liquid lust.

Seeing that winking heart-shaped nub, Twilight got an idea to even better the experience for her guard. She spit out Amaya's tail and instead started to lick at that winking nub, earning another high-pitched squeal from Amaya as her orgasm increased drastically.

Amaya, meanwhile, felt the intense tingles and satisfaction of a much-needed orgasm, feeling her entire body clenching down on the pseudo cock, trying its damnedest to milk it for the load it couldn't provide. Her whole body shivered as her hips rocked rapidly in her throes of climax while Twilight suddenly started licking and lapping at her winking clit, intensifying and extending her climax even further. Eventually, she slumped down, her body still gently trembling as the aftershocks of that intense orgasm rolled through her still. <This is exactly what I needed...>

A long while later, Twilight watched as the other mare's orgasm calmed, her inner body slowing its contractions from rapid and rhythmic to much more staccato, her spasming clit's winks in her mouth slowing as well. Amaya virtually deflated, feeling very satisfied for the first time in a long time. "Mmm, y'sure this was yer first time...with'a mare?" Amaya asked in a slur, her mind still fuzzy in her afterglow. Twilight, in her first time, had managed to pleasure her more than at least a dozen of her more experienced past partners, "Y'did p-perfect..."

Twilight blushed a little at the compliment, but nodded. "Thanks, but yes, you're my first...mare."

Amaya managed a weak chuckle, "Heh, coulda fooled me..." she stammered, before wearily rising to her hooves, stretching out...and moaning softly as she was quickly reminded that the toy was still lodged to the hilt inside of her as it shifted with her movements. Swiftly, she felt her lust growing again, the burn in her womb flaring a bit, and her getting an idea as she looked back and saw Twilight grinding against the bed. "Hey, wanna see why this toy's double-ended now?" Amaya asked, getting a more-than eager grin from Twilight as Amaya swayed her hips, the other end of the dildo sticking out of her as though an invitation.

"I...um...how?" Twilight asked, not entirely sure how this would work.

"It's easy," Amaya explained, still standing with her rump high and legs locked, making herself as accessible as possible, "you just face away from me, then back up against me and that end should slip right inside your pussy."

Twilight blushed heavily. "B-but it's in you too!"

"That's the idea, Twilight..."

"Oh. Um...OK."

Twilight stood and turned around, flagging her tail over her back as she grabbed the dildo again in her magic, making Amaya groan out while she felt it shifting around inside her again as Twilight tried to line herself up. "Mmm, or you could just keep that up and I'll be good..." Amaya teased.

"Sorry...first time..." Twilight said, before then giving a gentle gasp as she felt the flare of the cold glass toy touch her swollen, hot lips. As she then stepped backwards, lowering her rump to line it up with the shorter mare's, Twilight moaned as she felt the coolness slip inside of her. She quickly realized that it felt much different than Bade had; it had no give like flesh did, instead as hard as a rock and cold. Contrastingly, Twilight enjoyed it almost as much as Bade's hot cock filling her up, the coolness actually helping to soothe her burning innards already.

Slowly Twilight slid deeper, the occasional squeak or whimper when the toy hit a particularly nice spot sounding from her. Amaya meanwhile felt as the dildo subtly shifted inside of her, pressing against her cervix as Twilight pressed against it, moaning herself from the stimulation so deep inside of her. "Mmmm-fuck, see why I like really long double-ended dildos so much now?" she asked.

Then Amaya moved her hips.

Twilight gave a quiet cry as she felt the dildo shift inside of her sensitive passage unexpectedly, a tingling surge going through her that reminded her of when Bade had thrust into her the first time; an action completely out of her control, and a pleasant surprise. "Oh Celestia..." Twilight moaned out, instinctively pressing the toy deeper until finally it bottomed out in her, her lower lips kissing Amaya's.

Then Amaya's clit winked.

Twilight shuddered heavily upon feeling Amaya's clit winking on her own, hers reflexively responding with a wink of its own at the stimulation and making the two nubs kiss. Twilight was breathless at that sensation.

"Mmmm yeah, the kind of kiss only two mares can share huh?" Amaya asked, intentionally making her clit rapidly wink, earning a moan and shudder from Twilight, "Feels great, huh?"

"Y-yeeeeesssss~" Twilight moaned in response, their nubs winking and kissing rapidly, trading blows of pleasure.

Then Amaya pulled forward.

Twilight whimpered, the feeling of pleasing fullness leaving her – only to be swiftly introduced again. Amaya started to rock her hips back and forth as she gripped the toy tightly inside of her, grinding up and down, making Twilight's upper half nearly collapse to the bed at the new yet familiar and utterly wonderful sensations; Amaya starting to slowly slide the dildo back into Twilight, basically fucking her backwards.

"That feels...so weird...but soooo gooood!" Twilight moaned out, feeling her own hips shifting on instinct each time the toy was removed, pushing back and trying to bring it back inside, only to increase the impact of the in-thrust.

"Yep, I'll take it you're liking it?"

"Oh yeeeah..."

"Heh, I knew you would love this..."

As she moved, Amaya was careful not to go too deep, judging by Twilight's sounds and reactions what she enjoyed. After a short while, Amaya got into a moderate, rhythmic rocking motion, careful to make sure she wasn't hurting her partner. All she heard, however, were pleasured moans or squeaks from the princess and the wet squelches or other sounds from their marehoods, the rocking of her own hips back against Amaya's, and the occasional coo as she was hilted only affirming she was loving it.

Twilight was in awe at how different yet similar this felt to being with a stallion. She was contentedly spread by a thick member, feeling it squirming around in her and sliding in and out, yet all she smelled was another heated mare instead of a stallion's musk, and there was no stallion atop her. Instead, every time Amaya hilted in her, their lower lips met in another kiss, with Amaya stopping a few times to grind against her, making her wink rapidly in response to the swollen marehood grinding on her own while she was filled full of a thick cock.

Amaya felt their shared liquid lust drooling down her legs as their sexes met and ground together, before suddenly Twilight tensed and cried out when Amaya rammed the toy into her again, the thestral finding herself unable to move it again as Twilight's tunnel held it in a vice grip, feeling through the toy that Twilight's foal-tunnel was trembling hard and seemingly trying to pull the dildo out of Amaya, clearly having another powerful orgasm.

"Score's three-one Twilight..." Amaya said teasingly as she felt the princess still convulsing in her release, squirming around and grinding against her vulva to extend her orgasm as well as she could, as well as enjoying the pleasure she was getting from it as well.

As she calmed down again after some seconds of clenching down on the now-warm toy, spitting out her orgasmic fluids onto the bed and Amaya, Twilight still felt that persistent burn in her belly even after three strong orgasms, even if it was dulled significantly. She needed a stallion's seed to stop it for a while, but Bade had been needed in Canterlot. "Sorry Amaya...I'm...trying..." Twilight said pitifully, before feeling the named mare still squirming.

"It's OK. Tell ya what...make me cum...and we'll talk about trying something new, then fixing that burning in your belly...and mine too." Amaya said in a subconsciously irritated tone. She'd met only a single release, though she couldn't really blame the princess. Her tolerance was much higher than Twilight's was after many years of sexual experience, leaving it taking more stimulation to finally set her off.

Twilight nodded and, after taking a moment to recover from her orgasm, used her magic to grab Amaya's clit in its grasp, making the other mare gasp. She then clenched down with her vaginal muscles on the toy as tightly as she could, before she started to replicate what Amaya had been doing, starting to pull the dildo in and out of the other mare, hearing quiet moans and squeaks of pleasure coming from her as she fucked her in return.

"Mmm You're...s-such a quick...learner..." Amaya managed to get out between moans, her whole body tingling as she was not only filled up and actively being mated, but also felt strong tingles going through her from the tingly magic on her most sensitive nub, feeling it fruitlessly winking as it was held in place by arcane energy, feeling it being gently kneaded and making her moan into the pillow.

It was only a short while of such powerful sensations, only added to when Twilight upped her pace of fucking her, before Amaya felt the tension in her belly burst, giving out another cry of sheer ecstasy into the pillow, her thick fluids rolling down her trembling back legs as she held tight to the source of her pleasure, stopping Twilight from moving further as she squeezed and kneaded on the toy once more in her climax.

"There we are..." Twilight softly cooed as she looked back and saw Amaya trembling once more, smiling to herself at returning the favor again.

Over a few more moments, Amaya finally brought herself back to a semblance of sentience. "W-well, that was nice..." Amaya cooed, "...now, about that new thing..." Amaya stood on wobbly legs as she went over to the selection of her toys, picking out a smaller tapered one, getting a harness of some sort from her closet, as well as grabbing the bottle of lube off of the shelf, before returning to the bed.

"So, what's the 'new thing'?" Twilight asked, noticing the smaller six-inch blue toy had a thinner rounded top, gradually getting thicker until it ended at about a two inch diameter at the base.

"Well," Amaya started, tapping the toy with a hoof, "This is a beginner anal toy."

Twilight winced a little at the implications. "You wanna put that in my...butt...?"

Amaya expected such an initial reaction. "Now wait, before you decide, hear me out. You seem the adventurous sort, and I was thinking maybe you'd like to try this. I thought the same way when I was first asked for anal, but I quickly found out I loved it! I promise I'll start really slow and gentle, and if you wanna stop at any time we can always try something different. I also promise it'll be our little secret, just like everything else." Amaya promised, making a cross over her chest.

Twilight simply sat and considered for a moment, before coming to the conclusion that everything else Amaya had proposed had only lead to great pleasure, and that she had no reason to doubt this would at least be an interesting experience if nothing else...and at best, it could be very pleasurable. "OK, we can try it. But I need to get ready first, and you gotta promise me you'll stop if I ask you to!"

Amaya smiled a bit at the Princess's acceptance, before moving her hooves to the harness, screwing the toy into an extension on the harness's front plate. "I promise, I will stop if you ask me to." Amaya said, giving a sincere smile.

Twilight lit her horn and cast a cleansing spell on her bowels, making sure nothing unpleasant would occur during the act, before nodding to Amaya. "So, what do I do?"

Amaya was grinning like a schoolfilly, barely restraining giggles to match it. She was about to fuck a princess in the ass! But first she wanted to do something else, something she'd been wanting to try for a while, if Twilight agreed. "Well, how about we start with you lubing this up? You should also put some on your...well, your hole." Amaya said, sliding the harness on like one would a pair of panties, before standing and leaving the toy hanging just in front of her teats.

Nodding, Twilight reached over to the bottle of lube... but Amaya shook her head.

"Nah. Maybe...you could use your...your mouth on the toy Twilight?" Amaya said, getting a thrill up her spine as she said that. She'd always found it beyond hot when a mare was licking on one of her toys, especially if Amaya was wearing it.

Twilight blinked at the odd request, but nodded. "Alright, just lay on your back and..."

"Well...Twi, this is gonna sound weird but..." She paused, taking a deep breath, "...could I...try mounting you...like, from the front?"

Twilight cocked her head a bit at that request, but realized that this was all in the realm of strangeness to her, so what harm would there be in going deeper into the rabbit's hole. "Sure, why not. Who knows, I might even like it." Twilight said, finding her curious nature taking hold of her.

Quite excitedly, Amaya moved to do just that. Her giant grin didn't wane, instead growing bigger as stepped up to the princess, "You sure this is alright?"

Twilight nodded, hunching her front down a little to make herself more accessible to the smaller mare, "You may mount me."

Feeling another thrill go up her spine, Amaya climbed over the royal mare and mounted her just like a stallion would, but from the front, her crotch right in front of Twilight’s muzzle. "Open uuuup~." Amaya said as she shifted her hips, making the flare of the strap-on bump Twilight's nose, "I've got a nice treat for you...besides, we gotta get this nice and lubed up for when I put it up your buuuuuutt~."

Twilight obediently opened her mouth, and jerked her head back in surprise as she felt the dildo enter her mouth. It felt vaguely like Bade had, only it tasted faintly like rubber and...something sweet. As it neared the back of her tongue, Twilight panicked a bit and pulled back harder, only for Amaya to rub her back and slide it back into her muzzle again slower this time, sliding more of the fake stallionhood into Twilight's mouth and leaving it just short of her uvula, softly kissing her wings meanwhile. "Relax, I'm not gonna choke you with it or anything...this isn't my first time doing this." Amaya assured, Twilight nodding in understanding. Twilight didn't resist again, instead giving a quiet moan at the sensations, reminded of doing this for Bade previously.

True to her word, Amaya didn’t push it all the way into her throat, giving just enough so that she was sure Twilight had a good mouthful to enjoy; and enjoy it she did. Twilight let out a deep moan as she felt that length in her mouth, the lightly flavored toy actually kind of pleasant. She played her tongue over the toy, taking in the texture of it and finding it felt fairly realistic, fake veins along the length just like a stallion’s. With that, Amaya began to move her hips as a stallion might, working the fake member in and out of her mouth slowly, giving Twilight time to adjust.

"Mmm, how you like having my dick in your mouth, you dirty little mare? How do you like the idea that I'm gonna put this right up your ass after I'm done fucking your mouth with it?" Amaya said, trying to work Twilight up even more with some dirty talk. It worked spectacularly.

Twilight moaned deeply again, starting to enjoy the fake cock going in and out of her mouth and the dirty talk from Amaya, giving the occasional, quiet moan as Amaya straddled her head and humped into her mouth slowly and smoothly. Amaya meanwhile continued to softly slide her hips, feeling her clit winking at the highly erotic situation, Twilight's head bobbing softly along the toy making her feel so utterly dominant at the moment.

Deciding to get on with it, Amaya dismounted Twilight, getting a quiet, disappointed moan from her. "Don't worry beautiful...you'll get it back real soon...right up your plothole." Amaya said, "Now, turn and show me that fine ass again." Twilight did as asked, turning and presenting her rump to Amaya, tail already flagged over her back, showing everything - including her virgin ponut*, which soon would no longer be titled as such.

"Mmm, beautiful..." Amaya said, caressing one of Twilight's stifles with a hoof right over her Cutie-mark, making the alicorn shudder in reaction, "...can I get started?"

Twilight nodded, hunching her front down a little to make herself more accessible, nervous butterflies fluttering in her stomach. "You may...mount me." Twilight shuddered in anticipation. "M-mount me please. I need you..." she said simply, and Amaya only too gladly obliged, climbing atop Twilight like a stallion, mounting the larger mare and gently prodding around.

"I'm gonna fuck your ass good Twi...gonna make you cum, and cum, until you're screaming my name and begging for more!" Amaya cooed, poking around for a little more - until she found Twilight's winking slit.

Twilight whimpered as she found herself beyond aroused now, trying to back up on the toy and introduce it into her passage, but Amaya pulled back before she could.

"Whoops, wrong hole..." Amaya said teasingly as she rubbed the toy just between Twilight's lower lips, lubing it up more with the mare's profuse fluids, before shifting her aim higher as she seeked her real target, "now where is it..."

As she felt the toy nearing her upper hole, Twilight felt the nervousness of earlier return, biting a lower lip. "R-remember, sloooowly." she reminded the eager little bat-mare, knowing an overzealous lover could oftentimes hurt the other unintentionally.

"Don't worry Twilight, I'll be gentle...at first." Twilight heard as she then felt Amaya reach her muzzle up to her wings again, softly nuzzling into the soft fur between them.

Feeling another thrill go up her spine, Amaya softly grasping around her barrel with both hooves. Twilight squirmed a bit as she felt the cold toy poking her inner flanks, mentally bracing herself for what was soon to come.

"Just...put it...in my butt." Twilight said, never believing those words would ever willingly come from her mouth before this moment.

"Alrighty..." Amaya said, and before long, Twilight felt her shifting until it found her slit again. Twilight gasped and winked in response, inviting it in on instinct, but she knew the toy had another, higher destination. Sure enough, within a few second, Twilight felt the tip of the toy pressed against her plothole, tensing up again.

Amaya noticed the tensing, realizing how nervous Twilight was and how this would end up if she didn't relax. She started planting gentle kisses along Twilight's withers and crest, earning a moan from her. "There it is, finally. Twilight, you need to relax or it's going to hurt you going in..." Amaya warned, using her teeth to gently knead Twilight's back muscles, right between her wings in the same place that had made Twilight cum before.

Twilight took a couple of deep breaths, before nodding, trying her best to relax, the arousing bites and kisses on her wings and back from Amaya certainly helping. As Amaya felt Twilight relax more, she started to gently push her hips forward, getting a gasp from Twilight at the pressure, feeling her tense again. "No...Twilight, relax. It's OK." Amaya assured, continuing to gently bite between her wings, admiring the beautiful feathered limbs. "Do you wanna start with some vaginal first to relax you or..." Amaya asked, noticing how tense Twilight was, not knowing if it was because of her estrus...or nervousness.

"I'm...trying. It's just so..." Twilight said, again forcing her body to relax, but this time, she gasped as she felt something slip into her.

Amaya finally slid past the very tight but well-lubed sphincter and slowly, very slowly, pushed deeper. "Mmm, not so bad now is it you sexy little mare?" Amaya asked in a throaty voice, continuing to give Twilight's wings kisses, feeling the erect limbs shuddering under her touch. Twilight remained relaxed despite the intense stretching hurting some, allowing Amaya's toy to slide deeper into her bowels, adding a familiar yet warped and foreign sensation of being penetrated vaginally even though she wasn't. It was a little painful as she felt her muscles being spread for their first time, just like her first time with Bade had been, but as it slid deeper and the gentle taper slowly widening her, she found herself feeling less pain and more of that new, different kind of pleasure rolling through her.

"You have such a sexy ass Twilight, and now it's all full of my toy..." Amaya said sensually, softly kissing and nuzzling her neck now, feeling Twilight shudder and hearing a small gasp as she did. "...do you like having your ass full of cock, Twilight?"

Twilight felt the same lightheadness she'd gotten the other times she'd had sex, but this time felt much different. She felt pleasure in her marehood too as the toy slowly spread her butt open wider, making her vagina clench at the shared sensation of the rod rubbing inside her, only a narrow strip of flesh separating the faux penis from it. "Mmmmmmhm..." Twilight moaned out, her pussy winking as she was being filled again, her body feeling some semblance of relief as she was full of stallionhood once more. She'd never imagined herself liking anal, but here she was, in bliss already at only the first penetration.

"So I'm gonna start fuckin' ya now, alright? Nice, smooth and slow..." Amaya said, only receiving a slow nod of the head from Twilight. As she'd said, Amaya grinned as she slowly pulled back to half-way, feeling Twilight's tight passage clinging desperately to the toy as she tried, before slowly easing it back in again.

"Mmm..." Twilight cooed out, the sensations intensifying as Amaya had started moving inside of her, making her simply lay there and let it happen, enjoying the feeling of her first anal experience. She slowly started rocking her hips back with each forward thrust, making the toy go just a little bit deeper each time.

Amaya, meanwhile, kept the pace slow. While she wasn't being pleasured directly, she was pleased in knowing that she was helping a friend ease her heat; making Twilight enjoy herself bringing her quite a bit of happiness. Though happiness was nice and all, however, Amaya found it didn't help ease the ache in her pussy. "Hey Twi, y'think you could use some of your awesome magic to help a girl out...?" she asked, hoping maybe Twilight could help relieve her in turn.

Twilight nodded again, and moments later Amaya felt a tingling on her slit; a hard, tingly sensation pressing to her lower lips. "I knew you wouldn't leave me hangi—oooohmigosh!" Amaya exclaimed as she felt her passage suddenly being spread by a tingling mass, feeling it swiftly spreading her wider and pushing deeper by the second, her pleasured clenches doing little to slow it. Amaya pulled back out of Twilight to force the mass quickly slithering deeper and deeper, before pushing her hips forward again, sinking into the other mare's plothole once more.

Twilight moaned in pleasure as the strange feelings intensified, feeling Amaya's motions increasing because of her magic no doubt, "Mmm, Amaya...this feels amazing..." she moaned, hearing the wet slap of flesh on flesh as Amaya pounded into her ass and the very wet schlicking sounds coming from Twilight's magic-fucking on Amaya.

It was too fast, too much, the next minutes lost in a blur of ecstasy and relief for the two heated mares, Amaya's climax even climbing up fast on her. She'd always loved when unicorns used their magic in her; so much power, such a mighty force, dedicated simply to pleasing her. Nothing else compared.

Twilight meanwhile felt that toy touching her inside in ways she'd never felt before, the warm underbarrel of Amaya grinding into her croup almost as satisfying as the wonderful friction inside of her. Her clit was winking constantly from the distant stimulation of her vagina, her fluids streaming out onto the bed, everything making her mind pulse with pleasure with each hilting thrust. Their actions sped up once more, and before she knew it Twilight tensed up and cried out.

Amaya felt as the spell reaming her stopped hilted and swelled in mass, unable to move her hips anymore as Twilight's already tight rectum became a vise. Amaya cried out at the sensations of being hilted to her deepest barrier with Twilight's magic, feeling it swelling just like when a stallion flared, that sensation setting her breeding instincts ablaze and setting her off her well-balanced tightrope of control.

The two mares panted and mewled and shuddered together in pleasure as they both came at once, sharing their orgasm together as both clenched on magic or silicone, both filled so fully as they came hard. Amaya's fluids sprayed all over the bed while Twilight's coated the other mare's teats and crotch for the most part, the rest dripping thickly down onto the bed or down Twilight's legs.

Twilight was the first to recover, finding herself the small spoon of a cuddle, a muzzle panting hot breath into her mane as it rested against the back of her neck. She no longer felt herself filled up down below, though she did feel a certain fullness in her chest; oddly, the same one she felt with Bade. Twilight wondered as she felt the mare in question holding her tightly to her and wrapping her in a backwards hug; feeling the muzzle nuzzling softly against her neck and each breath on her neck sending a tingle down her spine, and finally her afterglow so warmly settled into her lower belly, the powerful orgasm providing a moment's respite from the burning of her heat...

...and then, the moment passed. Twilight groaned as she felt the burning coming back. "A-Amaya...it still burns..." Twilight whimpered, frustrated the burning wasn't gone like when she'd had sex with Bade and he’d seeded her, her belly still burning and begging for a stallion's sperm; begging to be filled with a foal. Luckily for her, Amaya was a step ahead.

Amaya unstrapped the toy and put it into a separate pile to be cleaned later, alongside the glass one from earlier. She then grabbed a dildo from the 'unused' pile, this being one of the single-headed ones with the small tube in the base, thin spines on it alongside a thick knot at its base. An anatomically-correct griffin penis replica, if Twilight remembered correctly. Amaya also retrieved what looked like a small pneumatic pump with a hoof-triggered pressure pad to activate it from her closet...and a large jar filled with a mysterious, thick-looking off-white fluid from the refrigerator.

"Right, time to get serious about ending our heats," Amaya said, pointing to the spiny, knotted dildo, "First, I want this going up my pussy."

Author's Note

* - slang for a pony's protruding butthole, given it looks like a fleshy little donut.

~

And so we have the meat of our mare on mare action. But what's this? Amaya may be feeling something for Twi, and Twi for Amaya? Whatever could this mean for Bade?

...Time and Again

Twilight blushed, biting her lower lip at the rather large griffin toy presented to her, it being at least fourteen inches long, and easily three inches around, the knot four. It was nothing like the one she'd had up her butt, very little like a stallion’s even, and a little bigger than her side of the glass double-ended one she and Amaya had shared, and that knot at the bottom...

Twilight gulped. "How? How do we end the burning without a stallion's...seed?"

"Simple, you get a substitute for a stallion's cum...but me first. The burning is...pretty bad now. Plus, you got to cum a bunch already." Amaya said, before the distinct 'click' told Twilight that the dildo was now attached to its harness, making anticipation and a tinge of nervousness go through her. She hoped those spines felt good in such a sensitive place as a vagina.

"So...it feels good, right? Those spines?" Twilight asked, receiving a nod from the thestral.

"Yeah, just used this one earlier. Made me cum like four times in a row." Amaya said, seeing Twilight's blush deepen as well as her nervous expression, before holding the toy out to Twilight; "Here, feel it. The spines are really flexible, unlike a real griffin tom's spines. I can tell you by experience, those are much more firm, and the way they kind-of rake inside of you...it almost hurts but somehow feels REALLY good too. The sensation's meant to make griffin females ovulate or cum more or something, I didn't look into it, but it does make you cum REALLY hard."

Twilight, despite all they'd done together already, was nearly as red as a tomato at this point. “A...tom? Is that the male griffin?”

Amaya grinned. “Yes Twilight, the males are called toms and the females are hens.” Amaya explained to Twilight, kind-of surprised she didn't know.

“Oh...right...I knew that...”

While Twilight took and looked over the dildo, gliding her hoof over the surface and indeed finding that the spines were firm but very flexible, Amaya started to fill the machine's receptacle with white fluid from a jar, Twilight realizing that it looked a lot like...

"Is that...stallion ejaculate?!" Twilight asked, feeling a bit more nervous. What was this mare going to do with that?! Surely she wouldn't—

Amaya shook her head instantly. "Nah, nah, it's synthetic cum. It's mostly 'pure water, glycerin, and po-ly-eth-oh-lene gly...col', and some artificial stallion hormones." Amaya explained, reading the hard-to-pronounce words from the now-empty jar before hoofing it over to Twilight, "In other words, it's not getting you or me pregnant. But...it will trick your body into thinking you just got bred for a day or so provided you don't have a real stallion available, or swing with only mares. I use this stuff every time I'm with mares in my heat, and it works every time."

Twilight nodded, familiar with the ingredients, and looked to the pump, watching Amaya attach a tube from it to the dildo's base; no real imagination was needed to know what would happen once she pushed the hoof-pad.

"So, you just push on this hoof-pad and each time you do it'll send a spurt of the cum into me. I want you to send all two-hundred-fifty CC of fake cum into me right as I cum. Make it pump into me like a stallion's..." Amaya said, then leaned in closer; "It's thick and sticky, just like the real thing, and even stays in you for a while like a real stallion's jizz. Leaves both mares niiiiice and satisfied after a long session of hard fucking." Suddenly, her tone changed, considering something, "Say, wanna taste the cum? It's totally edible." Amaya asked and, before waiting for a response, pressed down on the pressure pad a little, causing the dildo to give a small spurt of the fake cum onto Twilight's hoof.

Twilight, after a moment's hesitation, rose her hoof up and sniffed it. It didn't smell bad, and even had a hint of stallion to it. As she tasted the pseudo-cum, she found that it was thick and stringy like the real thing as well as slightly sweet, though much sweeter than an actual stallion's load. It lacked the slight bitterness, and also lacked much of the masculine flavor that Twilight had so loved from Bade. More disappointingly, it also didn't have the stallion moaning and quivering in pleasure as she rubbed his balls, kneading more of his virile seed as her tongue—

"So," Amaya said, interrupting Twilight's thoughts, "what do you think?"

Twilight swished it around in her mouth, before coming to an obvious conclusion. "Well, it tastes alright but...stallion semen tastes way better..." Twilight said, looking away a little.

"I agree completely." Amaya replied with a grin.

Twilight adapted a much more salacious tone. "Ah, I bet you want me to introduce this phallus into your well lubricated, fertile vaginal canal huh? Make it end up inside of your vaginal fornex and possibly press to your cervix whilst ejaculating this artificial seminal fluid into your uterus? I know I can't inseminate and impregnate you with it...but that doesn't mean I can't try...?" Twilight said in a throaty voice, trying her hoof at sexy talk with a mare, and it was all Amaya could do to not burst out laughing.

"Twilight, if...if we ever do this again, we're gonna *snnnnnnrk* work on your dirty talk!" Amaya said, barely restraining herself from rolling on the bed laughing at the clueless mare.

"I...um...wasn't sexy?" Twilight asked, looking a bit disappointed, her ears folded back.

"It was a good first try..." Amaya comforted, before laying and flagging her tail over the side of the bed and her croup on the edge as she laid in the dragon-style* position, presenting her swollen, glistening marehood and plothole to Twilight; "...but actions speak louder than words. Just slide that harness over your legs like you're sliding on panties, then mount me like Bade mounted you!"

Twilight felt her heart leap at the mention of Bade again before doing as asked, sliding the harness on herself. As she stood, she instantly mounted Amaya, earning a satisfied coo from the mounted mare as she enjoyed the grinding of her chest on her own, before Twilight shifted her hips forward – and missed. Again and again she tried, but each thrust would make the toy glance off Amaya's stifle or between her teats, everywhere but where it needed to be.

"Twilight...just use your magic to line up." Amaya said in a strained tone, the unintentional teasing setting her needs to a new height. Finally, with a nudge of her magic to align herself, Twilight finally found her mark and slid into the welcoming hole easily.

"Sorry, it's a lot harder than it seemed to be," Twi replied. As the tip slid in, Twilight heard Amaya moan in a very pleased tone and continued to slide deeper with such encouragement, her hips slowly sliding forward, feeling the movements of Amaya's inner muscles guiding her deeper through the toy and making it so she actually did very little herself. Twilight had to admit it was a strange experience being atop a mare like this, but Amaya's moans of relief and contentment made it all worthwhile. As she felt her own arousal rising, Twilight started to slowly rub her own winking slit with magic, giving a quiet moan of her own. Amaya was now surprisingly quiet.

"Y-you OK Amaya?" Twilight asked, noticing Amaya was trembling slightly. She continued to slide in, her passage eased all the way by Amaya's kneading muscles, until she felt herself brought to a stop with a small jolt, the knot stopping her.

"Please...I want…need the knot..." Amaya gasped out, before feeling Twilight add some force and spread her lips wider to accept the bulb, the bat-mare's body welcoming the toy in the rest of the way.

Twilight felt as the knot settled into place, Amaya no doubt wringing the pseudo-cock well. Twilight had apparently met her vagina's end. "Amaya, is that your..."

Amaya slowly nodded, her head tilting back and a goofy smile spreading on her face, her eyes closed as she felt a hint of relief, true relief, for the first time in months. It had been so long since she'd had another atop her like this, hooves around her sides and an underbarrel on her chest or back while a toy or cock was hilted in her, the thick shaft spreading her whole passage, the knot spreading her sensitive entrance even more. "Yep. You're...alllll the way in me to my cervix..." Amaya cooed, feeling waves of pleasure tingle up her spine each time her muscles squeezed down, very much enjoying finding something to grip tightly this time. The pony topping her she enjoyed even more, however, alongside the knowledge that true relief was near. All that fake cum in the pump wasn't just for show after all.

"T-That doesn't hurt?" Twilight asked, wincing as she thought of having that thin tip tapping at her own cervix.

"N-no, it feels wonderful! F-fuck me now Twilight, please!" Amaya begged, panting heavily as her need started to grow again, squirming and trying to rock her hips, but the knot held her in place. Amaya didn't want to beg, but the burning in her belly, the feeling of being spread wide but not bred, the 'griffin tom' still and not moving inside of her, was too unpleasant to withstand. "FUCK...ME! PLEASE...I'M BEGGING YOU...F-FUCK MY BRAINS OUT AND CUM IN MY PUSSY! I'M IN HEAT...I N-NEED IT!" she barely managed to cry out between pants, her whole body like a coil wrapped too tight, feeling like she was soon to snap.

Slightly surprised at the outburst, Twilight pulled back with some effort to get the large knot out, that in itself earning a deep moan from Amaya, only to instantly, roughly slam back in to just before it. "Sure thing beautiful..." Twilight cooed, earning a shuddering breath from the pinned thestral.

Amaya felt another kind of warmth rush through her at the compliment, welling in her cheeks. Amaya thought, only to a moment later give a choked cry as she finally felt the stimulation her body so needed, a strong shiver of pleasure going through her as her pussy muscles clamped down on the toy, Twilight's hips starting to unsteadily, roughly, rock. <Well, it truly is her first time. Good thing I need to be rutted hard anyhow.> "T-thaaaaaaank you!" Amaya moaned out, her pants increasingly interspersed with pleased moans or coos, her hips rocking back against each now-rapid, clumsy thrust Twilight gave her.

"How am I doing?" Twilight asked, her thrusts slightly jagged and out of tempo.

"F-fuck...gooooood...b-but s-smoother...?" Amaya moaned out, her passage clenching down gratefully, her body thanking her for finding a partner with another surge of pleasure. It wasn't her best lay ever, but it was certainly getting the job done. Already she felt a pressure slowly welling in her pelvis, the coil of frustration and needing tension from before loosening as she relaxed and let herself be bred, but a different kind of pressure tightening just a bit more; her body starting to tense up in a good way now. A way that promised release and satisfaction soon.

Twilight nodded, slowing slightly to adjust herself to make her hips roll more smoothly, this earning another throaty, satisfied moan from Amaya. Remembering her own need as she felt her tail remaining flagged and her fluids trailing down her legs from her winking slit, she grabbed a nearby stallion dong in her levitation. After looking it over and approving of the size, she ground it against her soaked entrance, lubing it up, before pressing it into herself with a contented grunt and starting a matching pattern with it to the humping she was giving Amaya.

The room was once more filled with wet smacks of sex, and the grunts, groans and moans of two very horny mares seeking and finding pleasure, giving themselves to the other. They continued on in their delirium of debauchery, Twilight thrusting in time to the hilting thrusts she was giving herself with the dildo, until Amaya's pants became gasps and deeper moans, her body starting to shiver strongly. "T-Twi, I'm c-close again! This one's gonna be HUGE! P-Put...knot...C-CUM IN ME!" Amaya stammered out, unable to speak properly, let alone think, as her hips rocked harshly back onto the knot, wanting so badly to feel it spread her outer and inner entrances both and penetrate her deep; to feel it cum in her deepest depths and extinguish her heat, then keep it all inside of her.

Twilight complied, slamming her hips forward, the knot resisting going into Amaya's tightly-squeezing passage even as well-lubed as her entrance was, before finally it locked in with a particularly loud schlick. As she felt her pelvis meet Amaya's back end, Twilight quickly stepped down on the pedal, watching the tube between it and their joined crotches going from clear to white. "That's right...you're gonna be my dirty little mare now...I'm gonna make your insides aaaaall messy with my cum..." Twilight cooed, getting an idea from Amaya's earlier dirty talk of how to do it right.

As she turned her head and watched in a daze as the tube slowly filled with pseudo-cum, hearing Twilight talking dirty to her properly now, Amaya finally felt that cold, filling, thick, and utterly relieving and instinctively right sensation entering her, then she pulled her head back at the sensation splashing deeply into her belly, knowing it was pouring right into her womb as the pointed tip of the dildo was pressed gently against her cervix, cupped by it, and the stream after stream making her feel utterly, contentedly filled up. The faux cum was washing her whole tract just like it had when she'd actually done it with a griffin tom, bringing back some rather pleasant memories. As she felt her uterus gently expanding to fit it all, Amaya groaned at the sensation, her whole body trying to milk more and more ‘seed’ from the toy as she constantly rippled and clenched down on it, rewarded for her efforts by more thick pulses.

As Twilight kept pumping her back hoof onto the petal in a rhythmic pattern, she felt Amaya tremble and tense with each press of it, feeling her muscles tugging at the toy as though to draw it even deeper. She felt a deep kind of contentment at giving this kind of relief to Amaya as she pumped more and more of the thick fluid into her, hearing the completely satisfied moans and coos from her. "Mmm, I'm cumming in you Amaya...and we didn't use a birth control spell..." Twilight growled softly into Amaya's ear, "You're gonna get knocked up with my foal..."

The strangeness of that statement coming from a mare's voice, the utter bliss of the thick, icy-cold liquid stretching her passage and womb all being held in by the dildo's knot, and the feeling of Twilight still weighing heavily on her, all accumulated to make Amaya cum for the third time in a chain for the first time ever, letting out a sheer bellow of pleasure as some of the most intense, deep pleasure she'd ever been subjected to washed through her as she looked deep into Twilight's eyes for a moment before her eyes were forced closed again by the sensations. This was something she never felt before with the mares or stallions she had a one-night stand with. This wasn't the shallow pleasure she got from them simply filling her up and just relieving her instinctive needs.

This was something entirely new, something physically and emotionally deeper than that, and she loved it.

Twilight softly licked and nipped along Amaya's neck and chest as she was reduced to a blubbering mess beneath her, knowing the cumming thestral must now be utterly contented, her heat hugely weakened for now if what she'd said earlier about the pseudo-cum held true. As she heard a soft whimpering and panting, she started to panic a little. Twilight panickingly wondered, before deciding the best way to find out was to simply ask. "Amaya..." Twilight whispered, a hint of panic in her tone, "Are you...alright?"

As that was asked, Amaya simply looked up at Twilight again with the most utterly pleasured, relief-filled eyes she'd ever seen on a mare, her small, tired smile only complimenting that look. "Mmm...full..." Amaya cooed out, still feeling the dildo and its large knot keeping her whole passage spread open, still feeling the 'cum' packed tightly in her, "...leave it...in for a while...please."

Twilight once more complied, leaving the toy deep inside her guard, feeling through the toy as her body kept kneading it, shifting it around inside of her, and winking along its length. Twilight had been meanwhile using her own dildo while fucking Amaya, even now continuing to slide it in and out of her own passage rapidly, the wet schlicks and squelches of her actions still resonating through the room, and the pleasure coursing through her body. It wasn't as good as when Amaya was on her, but it kept her sated.

"Alright..." Amaya said a minute later, more than a hint of reticence in her tone, "...go ahead and get offa me. It's only fair you get a turn too. You did perfectly...and that thing you said about knocking me up...ugh, that was perfect. Made me cum real hard..." Amaya gave a gentle shudder and a quiet, sad moan as Twilight pulled and forced the knot out of her and the rest followed, instead feeling as the now-warm false semen drooled from her slit and over her slowly winking pleasure button. "Mmm, that always feels so good, the cum drooling out after…”

Twilight's forehooves hit the floor as she dismounted Amaya, the fluids-soaked toy hanging under her still. Amaya reluctantly rolled over and off the bed, feeling the fluids sloshing in her womb and making another pleasant tingle go through her at the sensation. "Mmkay, your turn Twi. What toy do you want?" she asked, waving a hoof over the remaining clean toys. As she noticed how content Twilight seemed with the toy she was currently using, knowing it too contained a cum-tube, Amaya went over to the 'fridge and retrieved another jar of the goopy white fluid. "Right, this load's all yours." Amaya said as she poured it into the receptacle, Twilight once more giving the jar a look-over and finding it was the exact same as what Amaya had used, "You just wanna use that toy?"

Twilight shook her head, despite the 15" toy indeed reminding her very much of Bade's member, the equine shape feeling so utterly right to her, "Any chance I could...try the griffin one too?" she asked, reluctantly pulling the long, black pseudo-cock out of herself and levitating it over to Amaya, “Looks like you had a lot of fun with it.”

"So, you just wanna finish yourself off, or...?" Amaya asked, Twilight still wearing the harness.

"Oh, right..." Twilight said, giving a sheepish grin as Amaya took the fluids-soaked toy, using her magic to then remove the harness – only to look up and see Amaya sucking on the toy covered in her fluids. Twilight watched on with a loose jaw and open mouth, her wings flared out above her as she saw Amaya sensually licking her mare-honey off of the toy, something about that combined with her looking her right in the eyes as she did it making Twilight feel an intense surge of heated lust through her.

"Mmm, you taste great Twi," Amaya said, giving her a smirk once she'd cleaned the toy of her emissions, "now, let me go clean this griffin one off and we'll see about ending that burning for you too, hmm?"

"So...it really works, huh?" Twilight asked as she heard the sink water running in the bathroom, the toy undoubtedly being cleaned; she could see how totally calm and docile Amaya was now, as opposed to how stressed and on-edge she'd been earlier.

"Mmmmmhm. My heat's out like a light." Amaya responded as she returned, giving a smile, "now c'mon, let's get rid of yours too." Amaya then took the harness off of the bed and attached the dildo, then attached the cum tube. "So, wanna do it pony-style again?" Amaya asked, but received a shake of the head 'no' from Twilight.

"Actually...any chance I could, um...ride you griffin-style**?" Twilight asked. She'd heard about the position that most griffins used for breeding, in which the female would dominate the male and claim him, taking his seed by force by being on top of him and holding him down with her front talons, controlling the mating herself and forcing him to knot her only when she chose to. Despite this sounding like a barbaric practice, Twilight had also learned that it was usually completely consensual despite the roughness, and that it was simply their traditional mating method. She'd also learned that it was also commonly practiced by ponies too.

"Oooh, kinky!" Amaya said with a muzzle scrunched in amusement, "I like your style princess. Yeah, it's been a long time since I've had a mare ride me. Matter of fact, the last one to do it griffin-style with me was an actual griffin hen. She said I was a good lay." Amaya then lay on her back on the bed again, the griffin dildo standing like a tall, proud pink spire off of her belly, glistening with water.

Twilight quickly climbed atop her, facing her muzzle to muzzle, her chest once more grinding against Amaya’s as she straddled her back legs. She rose up and placed her hooves onto Amaya's chest to help keep herself balanced, grinding her soaked slit along the length of the toy, feeling the spines on it softly scraping against her lower lips and stimulating her well. "Wow, you're right...that does feel good..." Twilight moaned out, feeling stimulated in a different way than ever before, her winking clit constantly getting rubbed as well.

Amaya meanwhile grinned up at her. "I told you it's an amazing toy..." she cooed, moving her own hooves up around Twilight's croup to help hold her up. After she was balanced, Twilight started to grind in earnest on the toy, before using her magic to raise it up straight into the air, quickly lining it up with her marehood. Her burning need could wait no longer. "...have at it Twilight."

With that, Twilight lowered herself rapidly onto the shaft, letting out a choked cry at the sensation of the short rubber spines on it raking against her entrance then inner walls, with the tapered length spreading her steadily instead of outright like a stallion's did. Within seconds, Twilight's well-lubed passage clasped around the whole toy save the knot, her head tilted back in ecstasy as she squeezed and squeezed on it, before she yanked herself off of it, a soft yelp of pain and pleasure coming from her. "I...thought you said...this only felt good?!" Twilight asked, her marehood tingling slightly now with minor pain.

"Just take it easy there Twi. Those spines can hurt a bit on the way up at first if you're not careful..." Amaya warned, but judging by the sound she just made and what she'd said, Amaya was sure Twilight had learned that, "They're pointed backwards slightly, so don't pull up too quickly."

After recovering from that situation, Twilight nodded. It was something new and unique she got from that toy, that was for sure. This time, Twilight lowered herself quickly on the toy, but much more slowly pulled up, this time not getting that intense bursts of sensations. Instead, the pain-pleasure was much more soothing, much more stimulating than painful. Twilight felt those nubs now rubbing deeply into her hyper-sensitive walls as she clamped down in reaction and sending a mind-blowing amount of pleasure through her, that one rub feeling nearly orgasmic in intensity and making Twilight yelp again. "Oooooh Celestia..." she moaned as she lowered herself again onto it eagerly, her fluids now drooling down onto Amaya's crotch and down her stifles.

"Now you're getting the hang of it...that's right Twilight, just take it slow at first until you can handle more." Amaya said, softly rubbing Twilight's sides with her hooves and watching as the toy sunk into her marehood each time, that being something she really loved about this position. She also noticed how wet her own crotch was getting, her and Twilight's honey mixing as they ran down her own slit. Twilight meanwhile felt herself wetter than ever before, making loud, wet slaps each time she thrust down, before slowly pulling herself up, feeling herself winking near-constantly now with her muzzle pointed to the sky.

Amaya let Twilight continue to rock on her slowly for a while, before introducing her own slow humps to match Twilight's pace, earning soft gasps from her each time, smiling softly. "Is my heat buddy enjoying herself...?" Amaya cooed, feeling as their pace increased, as well as the absolutely adorable little whimpers Twilight was making, feeling her trembling at the seemingly overwhelming sensations she was getting. Amaya remembered her first time with this toy, and had an idea of just how Twilight was feeling.

"I-ha-a-aah-mmmph-'m-f-fine." Twilight managed to force out, her whole body thrumming with the sensations of the dildo, the gentle pain mixed in with the massive pleasure making her pace increase, also making the sensations increase as well exponentially as the spines raked more roughly in her passage at the increased pace. She was speechless, in a world of ecstasy as those tens of tiny spines slid into and delicately dragged along her sensitive insides with each pull out, stimulating her beyond anything a stallion could ever even dream of.

"That's right Twi...go ahead...enjoy it." Amaya encouraged, keeping her thrusts timed with Twilight's drops, making the impact that much deeper and earning a quiet thud each time she impacted on the knot. Amaya made sure she didn't get that part yet. She wanted the first knotting to be special.

Twilight continued, her body singing praises to her, until she hit her first orgasm of that dildo. She let out a very loud whinny as she pushed down hard against the knot, trying to get it all inside of her on instinct, and Amaya was only too happy to help. She pushed up with a sharp thrust, making it pop inside of Twilight, and felt as Twilight collapsed onto her, clearly trembling hard as she came.

As the single hardest orgasm she'd ever had wracked her, Twilight couldn't do anything but lay stiff upon Amaya, silent as she nearly convulsed, her body clamping down hard as she was so widely stretched by the knot. It felt like Bade was flared in her, but only at her entrance while the rest of his shaft filled her up.

It was the most intense thing she'd ever felt.

Amaya, however, wasn't content with Twilight merely having a good orgasm going out. She wanted it to be unforgettable.

"Here comes the load...hope you're ready!" she said, and without waiting for a response she pushed down on the pump, hearing the whirring of machinery inside the machine at the end of the bed, watching the tubes once more grow off-white. She knew exactly what was 'cumming'.

Twilight came again, hard, as she felt that cold fluid washing her womb. She couldn't take it. This felt so utterly perfect – so completely, overwhelmingly, satisfying – that she went slack on Amaya, her body going limp. She couldn't handle it anymore, so mentally and physically exhausted from the multiple orgasms and extreme stimulation, that she'd passed out.

When Amaya felt her go slack, she panicked a bit. "Oh buck, did I fuck her to death?!" Amaya panickingly asked herself, rolling over so she was on top, before pulling the knot out with some effort, following it with the rest, some of the cum oozing out. She heard Twilight still breathing heavily through her nose, which alleviated some of her fears. "Oh thank the Sun, you just passed out..." Amaya said, calming down a bit. This wasn't the first mare she'd had pass out while having sex with her, with it happening twice before, though it was very rare for just normal sex to do it. Generally it was only when she used hardcore bondage and orgasm denial with them...

As she left Twilight to sleep and recover in her fluids-soaked bed, Amaya meanwhile cleaned the dildos and harness, putting them back in their appropriate place on her shelf or in her closet, alongside putting the others that had been on the towel on the floor back too. She also took a quick shower, cleaning herself of her and Twilight's cum, as well as the pseudo-stallion-sauce that she could still feel weighing pleasantly heavy in her womb and passage. After that was done, she went and got a good, long drink, bringing a pitcher of water for when Twilight woke up. As much as she'd cum, she'd need it.

When she looked upon Twilight's sleeping visage, Amaya couldn't help but notice her lips. They looked so beautiful. She wanted to kiss her so badly. Amaya, instead of doing as she wished and kissing her, simply sighed and looked away. She'd promised not to make this romantic, and she was an honest mare. Instead, she simply went and sat, waiting for her to wake up.

Twilight awoke about an hour after she'd passed out, her throat burning with thirst. Her body was still gently aching from the exertion she'd put on it, the multiple orgasms she'd had and constant tensing not helping much either. She felt something she hadn't felt in a couple days now though: her heat was quelled. Her belly was, figuratively, purring like a contented kitten, with her feeling a gentle weight in her lower belly like when she'd finished with Bade and the burn of her heat only slighty there. "Wow...what happened?" Twilight asked. Despite being such a short nap, she felt quite rejuvenated, and as she had drank the whole pitcher of water on the table d'nuit next to her, she felt that much more so.

"Well, you kinda...passed out. You were gasping pretty hard there when I put the fake cum in you, so I think your brain simply wasn't getting enough oxygen or something. Or I'm simply too much for you." Amaya responded as Twilight drank, sneaking in a small grin.

"Well, that certainly was...quite the experience. Thank you Amaya." Twilight said, still remembering just how good those nubs and knot had felt, "Dang, I might have to get myself one of those griffin toys!"

"Hah. Yeah, you sure enjoyed it enough! Just try not to pass out when you use it!" Amaya teased, giving an even bigger smile. "So, now that our heats are gone for now, what'd you wanna do?"

Twilight thought about that for a while. She'd been meaning to catch up on reading more, but... "Well, how about we go to Ponyville Park and have a picnic with Spike? I can lock up the castle, and we can all have a day out." Twilight suggested, it being a while since she'd had a week without any princess tasks. Estrus week was rarely a very busy time for anypony though, most ponies sating their needs and most businesses giving their employees a break during it, all of civilization slowing down for their bestial needs.

"That sounds wonderful Twilight." Amaya said, even though she had a nagging feeling of something, her thoughts once more drawn to Bade. Her heart felt torn for some reason as she stood there with Twilight, but thinking about Bade as well. Finally, she sighed. "Twilight, we should tell Bade we slept together."

Twilight simply nodded. "You're absolutely right, I was going to anyways. I mean, it's not like we're dating or anything. It was just for our heats after all."

Amaya sighed again, that tearing feeling in her chest only increasing. "Yeah...just for our heats..." she said glumly, before going to get ready for the picnic.

How Amaya wished she had kissed Twilight earlier was all she could think about as she got in her armor, ready to protect her charge from whatever the world threw at her. But inside, she felt conflicted.

Amaya knew Bade and Twilight were a couple, and that she'd basically seduced her best friend's mare-friend out from under him. She hoped he wouldn't hate her for it. As the lust and need was now cleared for the moment, she could only feel some regret... and something else.

Every time she thought of Twilight or Bade, she got a warm, satisfying feeling in her chest, her stomach swirling with a swarm of butterflies. As they walked to the park, she thought about how often Twilight was on her mind. While Twilight read and she stood guard, she thought of how many of her erotica fantasies involved the princess. When Spike played catch with Twilight, Amaya finally realized something with a start.

Finally, when all other possibilities were spent, Amaya sighed as she accepted it, the meaning of it all beyond belief to her.

She realized that, though there were indeed some decent choices of stallions and mares at the heat party, she'd subconsciously chosen to abstain.

That she'd wanted Twilight, and no other would suffice.

As she stood at a distance and watched as she continued to play with Spike as Twilight's silent sentinel, Amaya sighed and whispered something to herself as she realized it.

“Buck...I've gone and fallen head over hooves for Twilight too. I'm sorry Bade...”

Author's Note

* - 'dragon-style' is my pony version of the 'missionary' position.

** - 'griffin-style' is, of course, the 'cowgirl' position.

Confrontation, Revelations, and Initiation

This chapter contains a lot of arguing, yelling, LOTS of cussing, and general negativity and drama. If you don't like that, feel free to skip, but you'll be missing a lot of important plot, and some sexy times.

~ ~ ~

Amaya sighed, feeling nervous butterflies in her stomach as she lay there that afternoon. It was the day after she and Twilight had aided each others’ heats, and the burn of her estrus was returning, only adding to her exasperation. Bade was expected to come back at any time, and Amaya knew Twilight would tell him they'd had sex. They'd agreed to, after all. She would tell him that they'd slept together, and that she'd been the one to convince Twilight to have sex while he was away. Amaya couldn't help but feel very guilty as she thought about it more and more, unable to get her mind off of the seeming betrayal she'd done to Bade, despite knowing her instincts and hormones had a heavy hoof in her decisions. Not to mention that it was very common among ponies to do this, even if not thestrals.

Amaya knew Bade follows the old style of Thestral dating and courtship, where it's one stallion to one mare; a deeply trusting relationship between the two forever. Remembering this only made her heart sink further, her wings drooping sadly. "I really bucked up, didn't I...?" she asked her empty room, before hearing the castle's front door open, as well as the deep, sexy voice of Bade floating down the hallway, Twilight's own excited tone at him being back also heard.

"Well...time to go see my to-be ex-friend...and face the executioner..." Amaya groaned while getting up from the bed and walking to the door, heading to the main lobby.

As she came to the lobby, Amaya saw Twilight and Bade embracing, before Bade looked over to her. "Hi Amaya!" he said excitedly, coming and giving her a hug too. When she didn't return it and he noticed her gloomy demeanor, he grew concerned. "Hey, is something wrong?" he asked, looking from Amaya to Twilight and back again, "Ladies?"

"Come, let's go have dinner. I had Spike make your favorite!" Twilight said, diverting the topic, disguising her own unease at the revelation to come, leading the way to the dining area.

"You mean eggplant Parmesan? I love Istallion food!" Bade said happily. Clearly, his time in Canterlot hadn’t been too straining.

"Yep, that's it! Well, that and spaghetti, zucchini, and garlic toast." Twilight said as they arrived, the scent of simmering sauce and spices looming in the casual dining area. Covered dishes smelling of delicious food sat on the table, Spike still wearing his pink apron and a white chef's hat.

"Ah, you're here! Welcome back Bade." Spike said, giving a big smile to the stallion he'd come to befriend rather easily. They hung out occasionally, when Bade wasn't patrolling or hanging out with Twilight or Amaya, and even then he was often invited to hang out with the group. "Twilight, the toast should be done any..." A ding from the kitchen stove sounded out, perking up Twilight's ears. "...speak of Discord*...I'd best go get that, then we can eat!"

~

Dinner was delicious as always, Spike having made a rather authentic replication of old Istallion food. Bade satisfyingly patted his belly, having eaten two servings, while Twilight had eaten only a moderate amount herself. Amaya's plate remained untouched, save a few nibbles and shifted pieces of zucchini. Spike had meanwhile left the room to go read his comics, leaving the mare and her two guards alone.

"Something wrong Amaya?" Bade asked again, realizing that Amaya lacked a certain something about her today. She seemed...almost depressed. He could tell she and Twilight were still in their estrus, the faint scent of it on them, but it never usually affected Amaya like this. Indeed, she was usually more talkative than ever during it, as well as always being much more physical with him. A hug here, a teasing bite of the wing or ear there. Bade always chalked it up to her hormones just driving her to be close to him, a stallion, on instinct.

"So, um, did you enjoy dinner? The dish was Amaya's idea..." Twilight said, one of her wings shifting, the ruffling feathers the only sound in the silent room. She could feel the tension radiating off of Amaya, and knew Bade could too.

"Yeah, it was good." Bade replied, but his attention didn't shift from Amaya. "Amaya? Something's wrong with you. You're not acting like...you. You should be asking Twilight to bang in an excited, eager tone and making me mad when I tell you not to. You should be...well, you should at least be eating..."

Amaya winced as he said that, then looked to Twilight and the princess nodded. Amaya gulped. The time had come. "Well, Amaya and I..." Twilight started, but Amaya held her hoof up to stop her. She wanted to tell him herself.

"Well, I may as well just be blunt about it. No sense beating around the bush. Bade, I asked Twilight to sleep with me again, she said yes, and we slept together. I'm so sorry Bade..." Amaya said flatly, her whole body slumped down.

The room was silent for a while, before Bade finally spoke. "So you're telling me you seduced Twilight, when you knew we were a couple?!" Bade asked through gritted teeth, clearly trying to restrain himself. "So...this dinner was, what? A way to bring me up higher just to slam me into the ground even harder WHEN YOU TOLD ME YOU WERE FUCKING MY MAREFRIEND'S BRAINS OUT BEHIND MY BACK?!" Bade's every hard exhale through his flaring nostrils was accompanied by steam, something that only happened when a pony was so angry they were about to charge or buck. Tears were also in his eyes though, showing this stung deep too.

"Bade...I..." Twilight started, confused, but was cut off.

"No. NO, THIS IS NOT OKAY! AMAYA, HOW COULD YOU?!" Bade shouted as he glared daggers at Amaya, feeling his heart twisting, openly crying now, "I-I t-told y-you I l-loved her...and y-you steal h-her away...?" Bade felt betrayed twofold, by his best friend and long-time crush and recently lover.

Amaya simply looked away, her own eyes welling with tears.

Bade then looked with a softer, but still hard, look at Twilight. "T-Twilight? D-do...do you n-not...love me? A-Am I n-not g-good enough f-for you anymore? I sure w-was good enough w-when I was F-FUCKING YOU!"

Twilight was quiet for a moment, recovering from the overwhelming negativity in the room as well as that most recent comment, before shaking her head. "Bade, no. This...isn't like that. Amaya and I are just...'heat buddies'. It wasn't romantic. It was just to end out heats! This is how some mares cope without a stallion around: the 'heat buddies' thing is only for the mating seasons, to ease the mare's heat, then the stallion is with the mare the rest of the year..."

Bade's negativity seemed to lessen a bit at Twilight's confusion, but he still wasn't very happy. He stopped crying, using a hoof to wipe the tears away. "Amaya you already know this but, Twilight, I believe in the old Thestral belief that there's one stallion for one mare. One for each, and those ponies will be married, then trust and love each other forever, their bodies dedicated only to their partner. This...isn't that. Twilight... in my heart, you've betrayed me."

"Now hold your flank right there!" Amaya growled, her protective nature coming to light in Twilight's behalf, "This was mostly my fault! I knew she was in heat, I knew she'd likely say yes, and, worst of all, I knew she was your marefriend." Amaya sighed. "I know it doesn't excuse anything, but hormones are very powerful, and...you have no idea what being in heat can do to a mare. I'm sorry Bade, but I..." Amaya stopped, taking a deep breath, then letting it out in a shudder; "I've felt something for Twilight too, ever since we arrived and I met her. That something grew, and I didn't realize it as I got to know her more. What a great pony she is beneath the sexy exterior..." She stopped to look at Twilight, "...I didn't realize that I was starting to fall in love with her too."

Twilight smiled despite herself, feeling a certain warmth that she always did when Amaya complimented her, or called her pretty. Only now did she realize what that was. She loved Amaya too.

"You've got to be FUCKING KIDDING ME!" Bade exclaimed as he saw the expression on Twilight's face, the clear look of a smitten pony, before standing from the table and galloping off without another word. He slammed through the front door and took off, flying aimlessly as tears once more stung his eyes and blurred his vision.

"BADE WAIT!" Amaya and Twilight both called out, hot on his hooves, but he was long gone and neither had seen where to.

"Fuck. Fuck-fuck-fuck-FUCK-FUCK!" Amaya exclaimed, kicking at the dirt outside and sending an unfortunate rock flying, "This is NOT how I wanted this to turn out! I was hoping we could form a herd or something...I need to go find him and talk to him!" She then unfurled her wings, taking off and leaving Twilight alone.

Twilight, indeed, was feeling numb. This had all escalated so quickly, leaving her heart pounding in her chest with more than just adrenaline. She felt as though she'd lost both a friend and a lover at once. As she walked back into the castle, head held low and wings dragging along the ground, she found she was crying as she walked aimlessly.

As she reached her library, she perked up a little. Her solution to her problems was studying, and this seemed like the perfect way to solve it. Amaya had mentioned something about 'herds', and that may be a possible solution. She started tearing through her piles and shelves of books, throwing books around after a cursory glance, though she soon realized she had no idea what kind of book she was looking for. Her search, however, was interrupted by the door to the library creaking open.

"Bade?!" Twilight asked instantly, but calmed down slightly upon seeing it was Spike instead. Instantly, Twilight scooped him up in her magic and brought him over to her, wrapping him in a tight hug and crying. Spike simply hugged back for a while, letting Twilight use him as an emotional rock for a change.

"I heard shouting, but don't know what it was about." Spike said, softly rubbing his claws along Twilight in soothing motions, "What happened?"

"I...I think I messed up with Bade. Really badly. Spike, can you help me fix this?" Twilight asked, recovering enough to talk coherently.

"Yeah Twiley. You know I've got your back, no matter what." Spike said, smiling, before looking around and seeing the mess Twilight had left. "I see you were looking for something before I came in. What do you need to find?"

Twilight thought a moment, while also admiring her loyal little dragon. "First off, you're the best assistant and friend I could ask for, and second...Amaya mentioned something about me and Bade and she 'forming a herd'. Do you know what that means?"

Spike put a claw to his chin, thinking, before he snapped his claws. "That sounds like a really old tradition. I bet you can find it in 'Pre-Hearth's-Warming-era Pony Behaviors and Traditions'," Spike said, looking through a stack before finding a particularly old one and giving it over to Twilight.

"'Pre-Hearth's-Warming-era'...so these are the more...feral pony behaviors." Twilight said, before skimming through the book.

"So, are you OK now?" Spike asked, getting a nod, then simply leaving her to it with a hug as she said she was.

As she'd expected, Twilight saw the more primitive tribal practices of Earth, Unicorn, and Pegasus ponies laid out, many of which were now outright banned. Among the Unicorn ones, she learned about something called 'herding', and focused her attentions on that. She learned that, in the past, powerful tribal leaders would sometimes 'claim unworthy ponies' from their or other tribes and force them to be their 'broodmate', carrying their master's foals or impregnating their master with foals dependent on the leader's gender, or in general doing whatever they wanted sexually against their will; a sex slave for all intents and purposes, not given the rights of the leader's kin. Eventually, this became a common practice, with all ponies claiming 'broodmates', the world becoming corrupt and hateful, with all Unicorns doing this practice simply to spite the other tribes and steal the prime 'breeding stock' for themselves.

Twilight was a bit panicked at the thought that this may be what Amaya meant, but decided to continue reading further. Amaya didn't seem like the type to want to take or be a slave, after all.

When the Windigos were banished by the three tribe leaders finding friendship with the others, and the tribes united as one, this practice of 'herding' was banished alongside, with all ponies or all tribes being able to willingly intermingle, marry, and interbreed as the individuals saw fit. When Princess Celestia and Princess Luna came into power, however, this practice was resumed with one important caveat: only she and her sister, the two ruling Princesses, were allowed to do it, and that their partners must be willing 'herd-mates'. As she read more about the details, her smile only grew. Surely this is what Amaya had been talking about.

Twilight gave a sigh of relief and closed the book before reading furtherinto the subject in other books, knowing all she needed for now, a small smile on her face. "So that's what Amaya meant!" she softly cheered to herself, hoping Bade would see things differently when she announced that he may not have to choose between them.

~

After a while of searching, Amaya found Bade sitting next to the Celestia statue in the empty town square, looking up at it blankly, clearly deep in thought as a small rain-cloud rained on only him in the otherwise clear day. "Hey..." Amaya said, hoping to clear the air of this.

"Go. Away." Bade said simply, but remained still despite being soaked.

"Right...Bade, we need to talk about this..." Amaya said, before taking a step towards him.

"Talk about what? You stealing Twilight from me? No, we don't need to talk about that." Bade hissed, his tail now swishing in agitation.

"Bade...I didn't mean to...do that. Like I said, I was in heat, I needed relief and so did Twilight...plus you said 'it was soooo hot' when those two mares were 'doing it' in the barracks..." Amaya said, groaning as she kicked a pebble, "...what makes this so much different?"

"What makes this DIFFERENT is that I'VE LOVED TWILIGHT SINCE I WAS A COLT!" Bade snarled, finally turning to glare at her, "Then all of a sudden you love her too, even knowing my beliefs?!"

"Bade...the heart chooses who it wants, not the pony." Amaya said, sighing, "I didn't choose to fall in love with her y'know...plus my hormones didn't help my restraint."

Bade's anger was still simmering, but it had cooled just a bit. "Yeah, fine, whatever. So you slept with my marefriend who you also love now, big deal...." he said sarcastically and spitefully.

"Bade...I..." Amaya said, her gut twisting as she'd made another realization since she'd slept with Twilight. "Bade...I love you too, you stupid foal..."

Bade's eyes widened as though he'd been bucked in the gut. "W-What!?"

"I mean, it just started out as a little thing. I thought how you ate apples was cute when we were foals, then I thought how you always struggled with the third strap on your armor in training was adorable...then...then you hit puberty and went from a scrawny colt with big dreams to a big, handsome stallion actually fulfilling them." Amaya paused, looking away and sighed, "Thing is, I've actually loved you since we joined the Guard together and didn't consciously realize it until now. All those partners I've slept with...they never really satisfied me. I mean, sure, I came sometimes, but sex has always been just to cool my heat. They can't satisfy me, not really. Sex with them feels...hollow. I'm always left wanting...something more after, y'know?"

Bade simply sat there, thinking again. He had not expected this. "Why are you telling me all this?" he asked, not sure what to make of it all.

"Ugh, stallions. You really are kinda dense sometimes...I want to be loved, Bade. I want something more than just some stallion cumming in me, or some mare using a strap-on on me; I want sex to mean something." she said, glaring at a tuft of grass; "But you've always been so enamored with Twilight, you've never even given me a second glance except as some...some perverted, sex-craving sister or something..."

"Amaya..." Bade started, but closed his mouth. He remembered all the special things they'd done together growing up and even just recently, just the two of them, Amaya going out of her way time and again to include him. Each one, as he remembered, seemed almost like a date. If he were paying attention, he'd have seen all the signs; how close Amaya always stayed to him, especially during her heats, and how physical and affectionate she always was with him during them. How often she'd nip him or playfully tackle him at random. How often she'd given him an affectionate kiss on the cheek or nose that lingered for just a bit longer than expected. How often she'd 'subconsciously' flagged her tail and occasionally 'winked' to him, time and time again, even outside the breeding seasons.

Amaya simply glared at that poor tuft of grass, years of subconscious frustrations made manifest finally pouring out; "...but nooooo, it was always Twilight, and only Twilight. Never Amaya, no matter how hard I tried!" Amaya said, her voice trembling as tears came to her eyes, rolling down her muzzle and to the ground.

Bade was stunned as he saw her crying. He'd never seen her cry before, the tough mare always stalwart no matter what happened. Now, as she sat there with shoulders slumped, a constant dripping of tears rolling from her muzzle to the ground, he was baffled.

"N-no matter how much I l-loved you, Bade, you'd never l-love m-me back..." Amaya said, herself surprised at how upset she was over this.

Bade wasn't sure how he could have been so blind to Amaya's feelings towards him for so long. Ever since they were foals, he'd focused on her as a close friend and nothing more, more focused on his studies and getting into the Guard than anything else, then Twilight. Now, as the dam of repressed emotions finally broke with her, Bade was awash with them, not sure how to react.

"Amaya, I..." Bade started, only to be interrupted as he saw a form flying towards them, Twilight landing beside them with a saddlebag on. She had a smile on her face, beaming really, as she did.

"I think I found a solution." Twilight said, using her magic to reach into her saddlebag and retrieve an old-looking tome.

"Huh?" Bade and Amaya said, unbelieving, as the raincloud continued to pour on Bade's head. Eventually a grey pegasus with a messy blonde mane and bubbles as a Cutie Mark flew in, sheepishly interrupting.

"Sorry about that...my bad." she said, corralling the rogue cloud, "This one got away." And like that, she was gone once more, taking the cloud with her.

Shaking her head, Twilight recovered from that random interruption, grateful for it nonetheless.

"Anyways, something Amaya said earlier before she came to find you struck a chord with me, and I did some research." Twilight said, opening the book held in her telekinetic grasp, "As a princess, I have an inherent right to a royal herd, 'in order to spread the superior bloodlines those holding the position of Princess carry'. Princess Celestia and Princess Luna enacted this thousands of years ago, allowing any princess, including me, then extended to any high noble, to have and marry as many willing partners as they wish! Bade, Amaya, I don't have to choose! I can love you both! We can all three be in a herd together!"

Amaya and Bade both subsequently facehoofed. "Twilight...in modern times, a herd sharing one stallion to multiple mares is legally permitted and happens all the time within the general population, not just nobility, given the lack of colts being born recently..." Amaya started.

"...and the subsequent disproportion of stallions to mares, and sires for foals by proxy. The world wouldn't have enough foals if it were only one stallion to one mare, or if some stallions didn't...'donate' sperm for single mothers." Bade finished, a revelation coming to him as he said that. That some mares would never know the love of a stallion...

Twilight blushed, looking away. "Well, I always wondered why there were so many groups of 'friends' who seemed to act like they were more than just friends...they probably were." she said, following it with a nervous chuckle, thinking of her own five best friends who acted much closer than just friends...and likely were. It would seem being a bookworm shut-in, followed by becoming a very busy Princess, would leave any mare unaware of the modern, especially romantic, social norms.

"So..." Amaya broke in, "What do we do now? We have a classic love triangle and the possibility to be in a herd, but our stallion thinks there should only be one stallion to one mare. Whatever shall he do?" She looked to Bade, though not with contempt nor begging, but instead an expecting look.

Bade sighed. He knew he'd always felt a certain closeness towards Amaya, but he'd always sensed it as a brotherly relationship, a type of platonic love. He, however, couldn't help but remember all the fantasies he'd had of her when he'd smelled her heats in the past, rubbing himself to orgasm while thinking of pumping her full of his seed over and over while she begged for his foal, the same fantasies as he'd had of Twilight.

"I...I..." Bade stammered, both mares' fertile scent rolling through his mind, making him consider something he had never before: he could have both. He could have both mares, both lovers, and it was OK. He didn't have to choose!

"Oh c'mon Bade..." Amaya said, rolling her eyes. She could see the desire in his eyes as he looked over both sexy mares in kind, seeing his nostrils flare, "...you know you love and want to be with us both, and you know we both love you and want you too. All you gotta do is say 'yes'. Plus...you've kinda got a boner."

Twilight gave a small nod in agreement, her eyes focused on that spire she had taken twice before, and hoped to have many times more...and this time share. "Bade, Amaya, I love you both. You treat me like a pony, not just a title to earn. You both love me for who I am, not what I am. I want to share this with you forever. Bade, Amaya, will you join my herd?"

"Yes, Twilight, I will." Amaya said instantly, smiling happily.

"I...I need to think about this. I mean..." Bade said, looking away from the two mares.

"Of course. Let's go home first though." Twilight said, getting a nod from him. Twilight touched her two companions and, with a flash of violet light, the trio were in the foyer of the castle. "Take all the time you need."

Bade nodded, then walked away, presumably heading for his bedroom. "So, what do you think he'll decide?" Amaya asked, looking to Twilight.

"I don't know, but he has to decide it for himself." Twilight said, giving a sigh.

"Yeah, but...Twilight? I wanted to let you know...if Bade does choose only you, I'm OK with that. It wasn't right for me to do what I did, and I only hope he and I can still be friends after this." Amaya replied, no matter how much the words stung to say.

"Thanks Amaya."

~

Bade lay in his chamber, hugging a pillow and deep in thought. He thought about how his, admittedly loosely-held, beliefs were from long, long ago, and from a species who always had one male birth to each female born; always one stallion for one mare. Bade sighed. He knew that Ponyville wasn't the most friendly town to Thestrals, and knew how unlikely it would be for Amaya to find a true love otherwise. He also knew the shortage of males in general in Equestria. Heck, Amaya couldn't even find a stallion she liked for her estrus for pony's sake! The thought of Amaya being alone for the rest of her life, such a wonderful mare without a life mate, made his stomach twist.

After a few hours of deliberation, Bade finally came to a decision. He stepped into the reading room where they always tended to congregate, indeed finding the two mares waiting for him. "Y-yeah." Bade simply said after taking a deep breath, nodding as he said it. This felt right to him. He wanted this, more than anything. He wanted them both, and couldn't simply choose. He loved both of them, and had since he was a colt even if he hadn't realized it. "Yeah, I think I...we, can try this herd thing."

"Are you sure?" Twilight asked, looking him right in the eyes. "You can take more time if you need to."

Bade met her eyes, then nodded again. " I don't need more time. I love you both, and can't see myself living the rest of my life without either of you. I love you both so much...but...can we kiss first? I...I need to be sure. Especially with you, Amaya."

Both mares smiled as he agreed, then at his request, Twilight met his lips with a kiss once more. As always, it simply felt right to Bade, letting him know she was indeed a mare he loved. After their kiss ended moments later, Amaya looked to him and he nodded, earning a wide smile from her. As she then kissed him, Bade felt her hoof wrapping around his neck, pulling him in tighter, the fires of her passion made very obvious. As though she'd been wanting to do this for years. He felt pleasure surge through him as he held his long-time admirer close, holding her in a way he'd have never imagined. She didn't feel like a sister to him now, she felt like a lover; somepony he felt deeply for and held dearly, but also whom he wanted to spend the rest of his life with.

After that extended kiss ended, Twilight looked to Amaya, both grinning knowingly. Without delay, Amaya then took Twilight into an embrace, pressing their lips together for the first time. As she did, Twilight felt the same passion from her as Bade had, feeling her heart pounding against her chest as they lovingly kissed, her senses overtaken by the mare's unique scent and flavor. Amaya felt no guilt as she kissed Twilight, no sense of betrayal as Bade had condoned it and in fact watched as the two mares, his two mares, kissed. Amaya and Twilight both felt that same connection they had had in the bedroom, the closeness that wasn't a simple friendship: it was love.

As this kiss too reached its end nearly a minute later, Bade was slack-jawed, his member painfully hard both from the two mares making out right in front of him, and because both of said mares were in estrus, their spicy, musky scents combining to make his cock reach new levels of hardness.

He could have them both. He did have them both. He was their herdmate.

"So..." Amaya said, flanking Bade to his right, trailing her tail along his flank and down to his stifle, its tip swirling over his Cutie Mark, "Whatever shall I do about my new herd-mate's not-so-little...problem?" Amaya asked, her tail's tip then trailing down his stifle, then under his barrel, teasing his turgid shaft, earning a quiet whimper from him.

"W-wait...seriously Amaya?" Bade asked, squirming away from her probing tail, "I know you like sex, but we just...kinda had a moment there. Should we maybe...cool it for now?"

"Well, according to the book, acceptance of a member into the herd, or the formation of the herd, was usually accompanied by the new and existing members physically, carnally dedicating themselves to each other." Twilight read, the old tome once more being closed.

"Oh...you mean..."

"Yep. With an orgy, or at least one-on-one sex, among the whole herd. If the mares are in estrus, or soon will be, it says...the stallions are to give the mares a foal immediately." Twilight said, sliding the book into her book-bag. As she noticed Bade's unease at that thought, she shook her head. "We don't have to have foals right now though, Bade. I'm sure the modern laws regarding herds are very different."

"Yeah, they are.” Amaya replied, “We don't have to have a foal by you unless we both choose to Bade. Also, despite me really wanting to 'sanctify this relationship' with you Bade, we don't have to do anything if you are uncomfortable. We could just get to know each other better…”

Bade and the others were quiet for a while, each seemingly respectively thinking it over, before finally Bade nodded.

"Well, what kind of herd stallion would I be if I didn't satisfy my mares? Besides, we can stop at whatever stage we want to." Bade said, smiling to the two mares; still trying to absorb the fact that they were both his herdmates.

"So..." Twilight replied, coming up on Bade's left, "...Amaya, what should we do with him?" she asked, her grin matching Amaya's, both of their tails flagged up behind them and showing their obvious need, only saturating the area more with their fertile scent and making Bade's still-hard member throb.

Bade gulped.

"I can think of a few things..." Amaya replied.

With a flash of violet light the trio were suddenly in Amaya's bedroom, all three laying on the bed, Bade on his back and a mare to either side of him. The reason Twilight had chosen this destination was soon made clear, Amaya's toy collection on full display. "Much better...now Bade, just lay back, relax..." Twilight started, trailing her muzzle down his barrel, making him shudder.

"...and let us take care of our herd stallion." Amaya finished, positioning herself so she was behind him and between his back legs, working her way from a stifle to his thigh, closing in on the same prize Twilight was as she'd arranged herself the same way.

"G-gals? Are you sure about this?"

"Well I am. " Amaya stated simply, smiling a sexy little smile up at Bade.

"Me too. After all, we have to share now...." Twilight continued, sharing the sensual gaze.

"...so we may as well validate our herd now, right?"

"Mmm, and you both can claim this bat-pony as your mare too?"

Bade gasped as he felt a muzzle on either side of his shaft, the alternating gentle cool of inhale followed by the warmth of exhale of two mares sending his sensitive spire's nerves into overdrive, the scent of two fertile mares only adding to the sensations all that much more.

"I know!" Twilight said, Bade looking to her expectedly.

"Y-yeah?" Bade asked in his daze. He couldn't be sure of anything anymore, his mind so mixed up at the moment he didn't know what to think.

"We could both share him....right now." Twilight responded, getting a nod from Amaya.

"That sounds like a wonderful idea." Amaya said, before trailing her wet, hot tongue up Bade's whole length, Twilight following suit until their tongues met at his flare. Bade watched and felt this all happening, a hoof on either mare, as they both met his eyes, taking half his flare each. Bade felt both of their tongues and lips on his stallionhood, licking and softly kissing it, a truly indescribable feeling.

"W-wow, you...both want me? Like, together?!" Bade asked, overwhelmed by the situation. He'd expected to have sex with both of them eventually upon agreeing to try this, but certainly not within five minutes of said agreement, and certainly not both at once!

"Well, we're both in heat, right? We've still got about two days of it left, and we both need to be satisfied..." Twilight said, smiling seductively.

"...and oh shoot, we've only got one stallion...whatever will we do?" Amaya asked in an overly-dramatic tone, feeding off of Twilight's lust, it fueling her own.

"Amaya, you can go first...I've had him twice before. He tastes quite good." Twilight said, grinning up at Bade.

"Oh, with pleasure...for him." Amaya said with a fanged smile, "It's so polite of you to be all nice and hard for me already..." That earned a throb from his member. "...after all, how could I please you if you weren't?"

As she watched Amaya sniffing and rubbing Bade's cock with her hooves, slowly working him up more and earning a couple humps from him, Twilight couldn't help but feel a bit of primal jealousy; that this was her stallion, and Amaya was taking him. Before she let that thought fester, she stamped it out though. Amaya, Bade and she were in a herd together, indeed her having offered it and both of them accepting.

Amaya stopped servicing Bade and looked to Twilight, nodding her head."Twilight, I thought I should tell you and Bade something else about herding. Basically, there will be an 'alpha couple' that will dictate everything that goes on in the herd...and that's including who would be allowed to breed and have a foal. Traditionally, the alpha stallion and alpha mare would lead the nomadic herd to their next destination, but in a more modern sense...well, it could just means they'll be planning dates and outings and the like, as well as, as said, when to have foals. I choose Bade as the alpha stallion, and elect you as the alpha mare. So, Twilight, does this mean I have to ask you before having sex with Bade, and ask your permission to have foals with him if I choose to in the future?"

Twilight nodded. "He has to agree to have sex too, obviously, though I think casual sex agreed on by you two only is fine. At least by me it is. But about having a foal...I'd appreciate being asked. After all, we're all in this together, right? Including sharing foal-care duties."

"That sounds fine." Amaya said simply. She truly didn't have a problem taking second fiddle to another. After all, Twilight was already a princess and could tell her what to do regardless, herd or no. She then looked up to Bade. "So, this all is OK with you?"

Bade's cock throbbed.

"I'll take that as a 'hell yes'?

Bade nodded, still looking a little intimidated as he saw both mares staring at his cock.

"Great! Now then..." Amaya said, before starting to service him again. Bade moaned as she gave his length long licks, Twilight meanwhile giving his twins some attention, gently rubbing his balls in her magic.

"Oh...my gosh..." Bade moaned, not having expected that extra stimulation on his balls as well in addition to the hot, wet mouth sliding down his flare and steadily lowering itself. His hips started rolling in their instinctive pattern, his whole body thrumming with pleasure and satisfaction. The same intense feelings, he realized, that he felt when Twilight was doing this for him. The feeling of being loved.

Amaya meanwhile hummed happily, stimulating the stallion she'd long loved in a way she'd wanted to do for many, many years. She knew Bade would appreciate the added vibrations, hearing another sharp gasp from him as she continued humming a little tune, meanwhile slowly sinking her muzzle deeper on his shaft. Amaya was nothing if not experienced, her longer-than-average tongue expertly surrounding Bade's upper shaft, slathering it with saliva as the warm, prehensile appendage snaked along it. The taste of his pre-cum saturated her senses with 'male', driving her breeding instincts higher, her need growing.

Sensing Amaya's need and smelling her growing arousal, as well as seeing her winking constantly and her slit drooling onto her bed, Twilight smiled, grabbing a larger stallion toy off the shelf. Amaya gasped around Bade's cock as she felt the toy grinding against her pussy, accompanied by the tingle of magic encasing it, instinct making her grind back in kind against it. Seeing the willingness from Amaya, Twilight slid the toy along her slit for a short while more, before prodding at her entrance with it.

"You want me to put this in you Amaya?" Twilight asked teasingly, noticing Amaya pushing her hips back, trying to get the toy inside her slick entrance, but Twilight denied it by pulling it back.

"P-Please..." Amaya asked, taking her focus off the soft bobs she was giving Bade and begging her new mistress for some relief.

Twilight didn't hesitate after consent was given, sliding the toy into Amaya effortlessly and earning a deeply pleasured moan from her as the toy slid deeper, Amaya aiding its passage by pushing her hips back eagerly. Twilight, upon hilting the dong in her, started a pattern of short, quick thrusts, keeping much of the toy in Amaya as she watched her going to town on Bade again.

Bade meanwhile was moaning softly with each bob of Amaya's head on him, amazed she was taking his whole length into her throat on occasion, though wasn't surprised given how many partners she'd bragged about having. He felt the same tingles of pleasure as he had with Twilight going down on him in the past, his pheromone-ridden mind amplifying his pleasure as his long-time friend and new lover gave him head.

He felt her tongue snaking around his upper shaft and flare, playing over the ridges his flare had, his cock rewarding her with large globs of pre-cum, Bade and Twilight both hearing the loud gulps as she swallowed each one he gave her. Those gulps, along with the loud, wet slurps and satisfied humming vibrating his whole length, were almost as sexy to Bade as seeing and feeling her going down on him.

Bade then watched as Twilight took a sizable stallion dildo from the shelf and placed it to Amaya's raised rump, and asked if Amaya wanted it. Upon him hearing Amaya ask for it, then watching the wanton princess make the silicon length disappear into the other mare, Bade's cock gave a series of hard throbs in Amaya's muzzle at the sheer sexiness of that scene, the deeply pleasured moan coming from Amaya only adding to it all.

Amaya felt as she was filled up both in her mouth and dripping marehood, reminding her of that threesome she'd had with those two Earth Pony stallions from Appleloosa. The taste of a stallion, along with being filled up from behind while in heat, made her baser mind contented. Her body rocked back on the pseudo-cock in her pussy while servicing the stallion in front of her, feeling him pulsing and pulsing, only making her continue to blow him.

Twilight, meanwhile, still felt that jealousy as she watched Amaya sucking her shared stallion, but she repressed it, instead focusing on how sexy it was instead. She'd meanwhile summoned her own choice of dildo from the shelf, a thick zebra model, and slid it home into her burning marehood, giving a deep, contented moan as she stuffed herself full and quickly got to work rutting herself with it.

This went on for a while, Amaya pleasing Bade while being pleased in kind, Twilight satisfying herself, not a word spoken among them as they knew now was not a time for talking, but action. After a good number of minutes, Amaya felt Bade's flare starting to swell, his return humps into her muzzle growing more aggressive; that instinctive habit of a stallion wanting to get as deep as possible to ensure his seed would take telling her he was getting very close. As Amaya noticed that, she pulled him out of her mouth and quickly gestured to Twilight to come to her, with Twilight knowing from Bade's struggled moans and sounds he was fighting hard to keep his load in.

"Wanna share?" Amaya asked in a syrupy-sweet tone drenched with sexuality, Twilight herself giving a shiver at that voice. Knowing exactly what she was talking about, Twilight nodded, before both mares then started licking all over his flared length, feeling its throbs increasing in tempo.

"G-Gals, I'm...really close..." Bade warned, but that only made the licks that much more eager, both mares looking into his eyes as they shared his length once more, knowing they'd be soon to claim their prize.

It didn't take long. Bade, overstimulated from the feeling of two tongues licking his length, one focusing on his swollen flare while the other traced his medial ring, finally couldn't hold it in anymore. "C-Cumming!" He moaned out, just as the floodgates were loosed.

As Amaya felt Bade's cock going stiff and throbbing, she pulled Twilight's head up, making her take the first, heaviest load to the muzzle. The next shots of cum came quickly as Bade felt the ecstasy of orgasm once more, his hips shifting as he painted Twilight's purple muzzle white instead.

Twilight was initially stunned at the feeling of Bade's hot cum on her muzzle and face, but quickly got into it, knowing that Bade was marking her as his; suffusing her fur with his scent. After the first few shots, Amaya directed Bade's cock towards herself, taking the next thick globs on her own muzzle and face, one particularly powerful one even going into her mane and across her right eye, forcing her to close it. Twilight meanwhile had once more softly grabbed Bade's balls in her magic, gently kneading them, coaxing out everything he had to give them.

Finally, Bade's throbs slowed and his streams of cum became smaller and smaller, until finally it was but a dribble, at which point Amaya had taken his swollen flare into her muzzle to suck out the last of his load. Both mares were well-coated in the seed of their stallion, something Bade quickly noticed. Amaya's grey coat was matted with globs and streaks of his off-white foal-batter, Twilight's lavender coat sharing the same fate. That sight alone nearly made Bade want to cum again.

"O-oh my b-buck that was...s-so hot..." Bade stammered out, his mind overloaded by the situation.

Twilight and Amaya simply grinned a sexy grin at him, before looking to each other. Amaya was the first to act, licking along a long strand of cum on Twilight's muzzle, before bringing her into a deep kiss, the glob of virile sperm shared between them as they made out. Again, Bade would have cum again at that sight if he had any more to give.

"So, I'd say that qualifies as 'initializing carnal unity'." Twilight said, still panting, before swiftly realizing that both she and Amaya were still filled with toys and she was very horny, and no doubt her mare herd-mate was as well. "But...Amaya...I think you and I should try that double-ended one again, just to ensure it? Bade can watch...or more."

Amaya eagerly grinned as she reached over and grabbed the double-ended glass toy they'd used previously, grinning eagerly at the prospect of being satisfied once more.

"I'd...really like that..." Bade said, watching as the two mares set up, facing away from each other as Twilight slid the single toys out of them and instead sunk the glass one into herself, Amaya backing up into the other side and accepting it into herself.

"Don't be afraid to get involved Bade..." Twilight invited, looking longingly over at Bade, her face still coated in his stallion-milk. "...after all, we're a herd now..."

Bade simply grinned, feeling Twilight's magic softly rubbing along his length again, before getting up and getting to work on pleasing his mares. His herd.

Author's Note

* - a pony version of 'speak of the devil' I made up.

A Royal Sire

Twilight was running through a meadow on a crisp Summer morning, and she knew that she was chasing somepony; somepony she loved. She kept running at a gallop through the tall grass, but she wasn't scared or even anything negative. Instead, she felt elated and exhilarated, a large smile on her face. As she heard a rustle in a nearby tuft of grass and heard a loud, high-pitched giggle, she charged and pounced blindly at it.

"Got ya!" Twilight shouted, and in response heard a high-pitched squeal of delight. A foal's squeal. Held between her hooves was a small, dark-purple unicorn filly with tufted ears and slitted pupils, purple irises that matched her own in color if not shape. She felt the warmth of motherly love as she wrapped the foal, the filly she knew instinctivly was her foal, in a tight embrace, nuzzling into its chest, rewarded by another squeal – but this one was of sheer, orgasmic bliss—

Twilight was roused from her sleep and blinked groggily as Amaya released another muffled orgasmic cry, holding a dildo's base tightly to her crotch with her forehooves, her stifles locked around her forehooves as she ground against the toy. The entire length of it was undoubtedly plunged deep within her convulsing marehood, Twilight watching as Amaya's orgasm coated the mattress in off-white mare-cum. Amaya meanwhile was then stark still save her rolling hips as she came hard, only the occasional shudder going through her as her head was pressed back hard into the mattress.

Eventually, Amaya calmed as her raging climax finally settled, with her releasing the now-soaked toy from her pussy's grasp, sagging limply to the bed and panting as she recovered. She then looked sheepishly at Twilight, before looking away. "Sorry Twi. The burning was really bad when I woke...I didn't think I'd wake you up. I was really quiet until I came..." Amaya tried to explain, while Bade still laid there like a dead fish. "Heh, hay of a deep sleeper, isn't he?"

"Yeah...next time you wanna get yourself off while I'm sleeping, please go to another room." Twilight said with a huffy whisper, still a bit miffed at having been awoken from that dream; that recurring dream of the deep-purple half-thestral foal, the foal that she could swear was hers. It made her feel so good for some reason, with her having had that dream for the past few nights. It made her feel so...complete...

"Sorry, shouldn't have used that toy. Makes me cum so hard I can't keep my voice down," Amaya groaned quietly in response, still feeling her inner muscles twinging pleasantly on occasion in her afterglow, "It always finds just the right spots to hit to make me squirt hard, don't ya love?" She then affectionately slid a hoof down the toy's length.

Twilight meanwhile rolled her eyes. She then rolled out of bed and did her morning business in the bathroom, hearing the muffled tones of Amaya shifting around, before coming back to see the toy sunk deep into Amaya's pussy once more. Grinning this time, Twilight simply watched for a while, then used her magic to slowly rub Amaya's clit as she lay facing her, earning a pleasured moan from her and making her hips lightly shift upwards on instinct.

Twilight then saw Bade's condition, seeing just how hard he was as he lay on his back, his member standing up proudly. She knew Bade had Amaya's and her own pheromones rolling through him, undoubtedly very horny himself, but didn't really want to awaken him. Instead, Twilight took it upon herself to satisfy him anyways, unable to resist his musky scent and the flavor of male. Her body craved it since she'd gotten her first taste, then several times more over the past day.

"So, why don't you just let Bade ejaculate in you with my protection spell on, Amaya?" Twilight asked, meanwhile watching the named mare's pleasure-blushed face turn to her, her lidded eyes regarding her as Twilight positioned herself with her muzzle between the sleeping Bade's spread legs; "His semen keeps the heat at bay a lot better than his or my tongue or a toy can."

"I...t-told you before," Amaya sputtered, her hips meanwhile grinding her winking slit against Twilight's magic. The toy now shifted inside and out of her without her own hooves guiding it as Twilight had taken over, leaving her struggling for words through the pleasure being brought to her, "I...want my f-first time with B-Bade to be s-special."

"Special...how?"

"I...I g-guess I'll know w-when th-the time c—oh-my-gosh that's g-good! Yeah, keep rubbing m-my clitty!—uh...c-comes."

Bade meanwhile started to squirm in his sleep as Twilight started to lick along his morning wood, the instinctive humps and spasms from him showing how needing he was, as well as how many good spots Twilight was hitting even with her first few licks. Since they'd agreed to become a herd three days past, they'd been spending most of their time here, in Twilight's bed, easing the two mares' needs when they weren't getting a quick meal or resting for their next bout of sex, mostly surviving off of quick-fix foods – sandwiches, salads and the like – since Spike had left.

As she lay there, pleasuring both her mates, Twilight couldn't help but let her mind drift to her last conversation with Spike before he'd left:

"Hey, uh, Twilight. Can I talk to you?" Spike asked, scratching the back of his neck nervously.

"Uh yeah, sure, what's up?" Twilight asked him, seeing his shifting eyes, "Is something wrong?"

"Well, no, it's just...you and Bade and Amaya are...kinda loud when you're...y'know...in your room."

Twilight blushed heavily, looking away. "Oh...that. Sorry Spike..."

"No, no, it's nothing to be sorry for. You're a grown mare, it's mating season, you're in a herd now and that's...just what ponies do in mating season. I'm also not a baby dragon anymore...I'm almost as old as you for ponies' sake! Anyways, I've decided I'm going to stay with the Apples for the rest of the week. Give you three some privacy."

"Spike...you don't have to go..."

"Twilight, I promise, it's OK. I'll see you on Tuesday, when your heat usually ends. There's plenty of quick-fix foodstuff in the fridge for you, Bade and Amaya. I love you Twi."

"I love you too Spike, and thank you."

Spike smirked. "Hey, Twi? Don't have too much fun while I'm gone, though I know you will! Don't strain anything!"

Twilight blushed furiously as Spike walked away smugly.

"Spike!"

Twilight simply shook her head softly as she heard an especially deep moan from Amaya that knocked her out of her thoughts, hearing her shifting in her pleasure, and couldn't help but grin. She could only imagine Spike was giving Apple Bloom much the same treatment as Amaya was getting now, or possibly even more. Surely that beat Apple Bloom suffering through estrus alone, now instead having somedragon who loved her to fulfill her baser needs.

Much like Twilight now had as well, now that she thought about it.

A few minutes later, meanwhile occupying herself by rubbing her own now-burning, slick marehood with a manticore dildo from Amaya's collection—of which she'd tried each variety of toy during their three-day herd union—and slowly licking and rubbing along Bade's length, Twilight watched as Amaya tensed up and started spasming, hearing another restrained cry of sheer bliss coming from her as her magic encased Amaya's rapidly-winking clit and started vibrating rapidly, being rewarded with a huge gush of mare-honey.

Amaya gushed her release onto the mattress once more as her hips ground roughly against her pleasurer, but Twilight didn't mind; her bed was already dirty with their dried emissions of the previous night – their manes, faces, coats covered in mare-cum and semen, and Twilight's crotch and teats, also matted with Bade's dried-on sexual fluids along with her own and Amaya's, her womb still feeling full of Bade's emissions too – so she felt there was no harm in adding more to it before she changed the sheets and showered later.

Eventually, Amaya came down off her second orgasm, looking up at Twilight with loving eyes, before she crawled up to her and kissed her. They held the kiss, and Twilight couldn't help but feel the love in it, until Amaya once more weakly collapsed to the bed, resting.

After recovering a while more, Amaya crawled up beside Twilight and nuzzled affectionately behind her ear as Twilight continued licking Bade's shaft, her magic all the while stroking his cock, Amaya giving gentle kisses on her ear and making it flick. "So, wanna help me give Bade some relief of his own?" Twilight asked, giving a grin to Amaya, and Amaya nodded back.

Bade meanwhile started to stir as Twilight's magic left him and he smelled two fertile, horny mares so near him, telling him just how worked up - and ripe to breed - his herdmates were. He could subconsciously tell that the day had finally come; Twilight was ovulating today and only today, and his instincts were screaming at him to wake up and mount her; to breed her now, before he lost his chance to give her his foal – that every second longer she wasn't filled with his seed was that much less likely for his sperm to reach her egg before it expired. Bade knew from Amaya's scent that she was likely ovulating today too, that fact just making him that much more randy and horny; that he had two willing, fertile mares right here set his lust that much higher.

Both mares soon flanked Bade as they had the first day, but this time they were both behind him instead, their rumps facing each others and two pairs of eyes locked on his throbbing stallionhood. Bade moaned subconsciously as neither mare waited, both teaming up and slathering his shaft in licks. Both looked up at him and watched his eyes, waiting to see when he'd wake up, or if he'd cum all over them while he still dreamed, as he had at least once before. Bade couldn't help but instinctively thrust towards the utterly wonderful feelings occurring between his legs, his hips shifting of their own accord. He still clung to the Dream Realm though, if only barely.

Twilight and Amaya continued licking and lapping at their stallion's member, twisting their bodies so their crotches were grinding together, both moaning softly as they shared their stallion and themselves with each other once more. They continued this for a short while, until Twilight kissed then took Bade's flare into her mouth and started slowly bobbing on him, earning a deeper moan from Bade as she took in his musky, masculine flavor. Amaya meanwhile continued to lick at Bade's shaft and hefty balls, with the latter always seeming nice and plump despite how often he emptied them, whether inside of Twilight's marehood or mouth, into Amaya muzzle, or onto his two mares at the same time, embedding his scent into their fur once more.

Bade was laying on his bed, rubbing an ear of either of his mares as they slathered his shaft with licks and kisses, pleasuring him only gently for now. Both were still in heat, their scents telling all, and both were working to pleasure him and each other just like the days past. This time, however, it was different. After licking him for a while, both stopped, before Amaya, who'd never done this before, kneeled down her front half and flagged her tail aside for him; offering him to mount her.

"C'mon Bade, I want you. I've always wanted you. I want your foal" she said, and Bade only too eagerly mounted her.

"Wow, Bade must be having one hay of a dream..." Amaya observed, seeing Bade's flare swelling even after so little treatment compared to when he was awake as Twilight pulled back for a breath. Of course, him being unconscious, he was running purely on instinct without the restraint he usually held for his mares' pleasure, purely working on his desire to breed. Somehow that thought made Amaya grind harder against Twilight's winking pussy, making the other mare gasp softly at the increased stimulation.

As he mounted her and slid inside, Amaya moaned deeply, with him adapting a fast, feral rutting pace. Faster than he ever had done before with Twilight, his only goal to breed her. He felt his orgasm coming to him after only a few thrusts into her silky depths, only seconds away from filling her fertile womb with his seed—

Bade awoke with a start as he heard an especially loud moan that he identified as Twilight's, as well as finding that the borderline-orgasmic pressure in his pelvis and cock translated perfectly from dream to reality. He looked down to where the wonderful, warm sensations were coming from, seeing Twilight and Amaya were grinding their crotches together as they shared his stallionhood as though it were their very own lollipop, finding himself grinning down at Twilight and Amaya pleasuring him. "Well, it seems every morning I'm waking up to an even better dream." Bade said, feeling his limit quickly approaching, "Gals, I'm getting close!"

Both mares instantly stopped, Amaya following Twilight's lead as she'd slid Bade's member out of her mouth, the fully-flared tip forced out with a wet, audible pop. Bade was equally as surprised.

"Well..." Twilight started to tease in a salacious tone, before she sighed and suddenly her expression and voice became a bit more solemn, her voice and her mood changing suddenly like a record changing tracks, "...it's just too bad our heats will probably be ending tomorrow."

"Hey, that doesn't mean we have to stop having sex just because you two are out of season..." Bade said, giving a small, comforting smile at the sudden change of subject, "...just because you're not fertile doesn't mean we can't still make love."

As he said that, Twilight's ears perked up, an expression of deep thought appearing on her face, before just as soon it was gone. "Well, I guess so...but it won't be the same."

"Well, we go into heat again in a couple weeks, right? This is only our first full heat this mating season, so we can do this again later too." Amaya added, getting a nod from Bade.

"I know, but it won't be our first heat we're sharing together anymore. It's just..." Twilight said, before finishing with a sigh instead. She couldn't explain it, the deep sadness she felt about her heat ending. Ever since she'd started having that dream when they'd become a herd, the one of running through a nearby meadow alongside a foal with a deep violet-blue coat and tufted ears, she couldn't shake that feeling. That she needed to do something about it.

"Just...what? Something's bothering you Twilight..." Amaya stated, easily picking up on that.

"It's just...these past few nights, I've been having a strange dream. A dream of running through a nearby meadow alongside a unicorn foal with a deep violet-blue coat, tuffed ears...slitted purple eyes..." Twilight stopped there, before looking at Bade, "...a pony-thestral hybrid, one that I felt...was mine. My foal."

Bade simply stared at Twilight with a slack jaw and open mouth. The implications were obvious; Twilight, subconsciously, wanted to have a foal by him.

"I mean, it's just a dream, I know, but it feels so real every time! I can feel the soft breeze, the grass under my hooves as I run, the softness of the...my...filly's fur against my nose as I nuzzle into her chest..." Twilight said, a hint of longing in her voice that she didn't expect.

"Whoa, Twilight...it's just a dream." Amaya said, but she couldn't repress the look of understanding in her eyes. She'd been having much the same dreams these past nights as well, except her foal was a male thestral pup with a light-blue mane and mid-grey coat...and accompanied by another foal beside him. A twin sister who looked much the same as him, save her mane and tail were a light gray, her coat slightly darker in tone.

"I know...I know..." Twilight said, shaking her head dismissively, "...anyhow, Amaya, I believe we were starting something earlier, weren't we?"

Amaya grinned, finding that she and Twilight were still slit-to-slit, and responded with a wink of her clit against Twilight's own, which was reciprocated in kind. "Yeah, but I was thinking maybe we could do...something different now? Maybe a sixty-nine?" Amaya asked, before getting a nod from Twilight. Moments later Amaya, as before, took the bottom role while Twilight lay atop her, Twilight leaving her rump totally exposed and facing the still-stunned Bade.

Bade saw the invitation and, still remembering what Twilight had said and what both of his mares had done earlier, felt his stallionhood still painfully erect. He felt a sudden desire to mount Twilight, to pound into and fill her with his seed once more, even if she wouldn't have a foal from it thanks to her contraceptive spell she always cast before. Somehow, that made Bade feel disappointed, that reaction surprising even himself.

Twilight and Amaya were ready, each positioned properly to please their partner perfectly, before Bade suddenly climbed over Twilight and mounted her, giving Amaya a perfect point-blank view at the action from down below.

"Hey! Bade! We were doing something!" Amaya exclaimed, his sudden actions preventing them from proceeding, but Twilight had no such quarrel. Instead, Twilight moaned as she rose her rump higher on instinct, feeling Bade's hooves wrapping around her so perfectly as they always did, his cock grinding between her teats as he unintentionally teased her.

"Mmmm-yeah, mate me Bade...pump me full..." Twilight cooed out, grinding back against him eagerly.

Twilight moaned again as moments later she felt his flare tap against her slit once he pulled his hips back and aimed, letting him feel her clit wink against his flare, inviting him into her fertile passage once more. Bade only too eagerly took that invitation and thrust into his mare's canal, the tightly-clenching tunnel of his lover once more welcoming him in deeper.

"Hey, what am I, chopped carrots?!" Amaya once again grunted as she was ignored, the other two now getting into the proper motions of mating. Amaya looked up and realized just what a great view she had of Twilight getting penetrated from beneath them, the alicorn's clit winking rapidly as she took a stallion into herself once more. "Mmm, helloooooo sexy..." Amaya cooed as she leaned up, getting the perfect point-blank view of her two superiors fucking.

Twilight was awash with relief as she felt Bade penetrate her, her whole body trembling at the feelings of being filled by a stallion once more. Twilight was winking rapidly, a long string of her thick feminine fluid drooling out of her, before dripping down onto Amaya below them. "Damn you're drippy Twi...he must feel really good this time!" Amaya commented as another glob of especially thick mare-honey drooled down onto her cheek, and she was answered only by a deep moan, the two ponies above her still rutting happily.

The wet, squishing sound of sex and the slaps of wet flesh on flesh sounded throughout the room, only further stimulating the three involved ponies. Amaya opened her mouth for the next stream of mare-fluid, accepting it as it drooled right into her waiting maw, the strong, tasty flavor of heated, ovulating mare and the masculine boldness of stallion pre-cum saturating her senses. As she watched Bade thrust into her once more, Twilight's clit answered with a wink, which gave Amaya an idea.

Bade, meanwhile, felt Twilight's incredibly hot, tight foal-tunnel kneading him, only urging him to rut her more; the scent of his fertile mares surrounded him, Twilight's moans of relief and pleasure filling his ears and fueling his lust further. Amaya, meanwhile, reached her muzzle up and started to lick her mates' soaked crotches indiscriminately, earning deeper moans from both of them. Bade's motions sped up as he felt Twilight contracting around him harder when Amaya would target her clit, or stimulated him as she licked his penis when it came out.

"Oh Celestia that's nice Amaya!" Twilight exclaimed as she was being bred while also at the same time enjoying a tongue lapping over her vulva and teats, Amaya meanwhile enjoying the salty-sweet mix of her two lovers' combined fluids.

"Hey Twi, how about returning the favor?" Amaya asked as she paused for breath, and before she knew it she heard the telekinetic hum of Twilight's magic, as well as feeling something distinctly stallionhood-flare-shaped pressing at her back entrance. "Oooo, kinky Twi! I like it!"

As she said that, Amaya felt the toy trail the short distance from her anus to her marehood, Twilight grinding the stallion dildo against her saturated crotch to sufficiently pre-lubricate it, before Amaya found it slowly sliding deep inside of her tight plothole easily, making her moan deeply. With her own stimulation now sliding in and out of her in short, shallow humps, Amaya only too gladly continued to lick and lap at the most intimate joining of her two partners whilst Bade thrust into Twilight more rapidly.

This continued on for a few minutes, Bade all the while huffing and letting out gentle breeding whinnies and whickers to further stimulate his mares, before Twilight felt her climax coming. Instead of embracing it however, she had other plans. "Bade, can you stop and pull out please?" Twilight asked despite her body screaming at her to do the opposite as she felt him flaring up, demanding she have him seed her as he stretched her inner passage wide.

Very reluctantly Bade slowed his rapid humps, then stopped, remaining inside of Twilight's kneading passage for a moment more before finally pulling out. He was initially confused why she'd requested he stop, before something dawned on him; Twilight was now sliding a dildo harness over her crotch.

Amaya immediately noticed too. "Oh goodie! I get to play too?!" Amaya asked excitedly, watching and feeling as Twilight pulled out the toy previously in Amaya's rectum and attached it to the harness.

"I was thinking we could maybe continue now with you mounted on me as we lay on the bed, Bade? So Amaya can be pleasured properly too." Twilight explained, getting a nod of agreement from Bade. "Amaya, why don't you lay on the bed on your back. Then I can mount you dragon-style*, and Bade can mount me from behind."

Nodding, Amaya obeyed without hesitation, laying on her back with her croup on the edge of the bed, her legs spread wide. Twilight meanwhile mounted atop her and gave her a soft kiss on the lips when their muzzles aligned, the sight of the lust in Amaya's eyes making Twilight's own vacated marehood burn and wink with need. It didn't take long, with Twilight and her having used this position a few times the previous days, before Amaya felt the toy's flare once more line up with her back door. With a nod from Amaya, Twilight then thrust her hips forward.

Bade, meanwhile, watched as Twilight mounted and slid into Amaya's ponut again, finding each time he watched them have sex incredibly sexy. His unattended member slapped against his underbarrel, Twilight's fluids cooling and drying on it. "So, um..." he said, before feeling a magical force gripping his cock, gently tugging and him following as Twilight virtually dragged him towards them.

"Like I said Bade, you can mount me from behind..." Twilight insisted, pausing her thrusts to wiggle her rump and flag her tail invitingly, showing her glistening, still-spread vulva teasingly.

Not one to question Twilight's plans, nor wanting to, Bade did as offered and mounted atop Twilight, the bed groaning with his added weight. His glans tapping around her rump only for a moment, Bade quickly found his very warm, winking, heat-swollen target as he then hilted into Twilight's passage once more with a groan of his pleasure. Twilight moaned deeply herself and give a quiet but enthusiastic 'yes' in response, her inner muscles clenching down on his member in a greeting hug.

"Bade, breed me." Twilight asked, nearly begged.

Bade was only too eager to oblige.

The trio quickly developed a pattern; Twilight would thrust into Amaya, then shove herself back into Bade's own thrust, the wet sounds and the scents of sex very prevalent in the room now. The pace and movements would change occasionally, but they always remained in sync, the three ponies working in harmony to pleasure the other two as well as themselves.

"Oh hay, we should have tried this days ago!" Amaya exclaimed, once more taking the full length of the toy up her butt. Twilight then rammed her hips back, jerking the dildo out of Amaya just in time to be stuffed full by Bade. They quickly settled into this rutting, pleasure being shared between them as they went into a state of their instincts ruling them and dictating their pace, simply doing as nature intended and embracing their lust.

As their climaxes were nearing a few minutes later, Twilight's needing love-tunnel squeezing more rhythmically and rapidly on Bade and his member starting to throb larger glops of pre-cum into her as he started to flare again, something occurred to him. "T-Twi...I'mma...cum soon...s-safe...r-right?" Bade asked between thrusts, not knowing if she'd cast the contraceptive spell before he'd awakened.

As Twilight heard that, and Amaya did too apparently, Twilight was silent.

"T-Twi, I'm really close! Do I need to pull out?" Bade asked as he felt the pressure building while he remained hilted and unmoving in her, nearing his point of no return as she still constantly gave strong, rippling squeezes along his whole stallionhood on reflex to his flaring.

Twilight still didn't respond.

"T-Twi, I'm pulling out..." Bade said, pulling his hips back to unsheath himself from her – only to find that he couldn't.

"No...I'm not safe, Bade. I didn't use the contraceptive spell..." Twilight finally answered, before starting to rock her own hips again, stimulating both Amaya and Bade again.

"B-But...what are you doing?!" Bade asked in a panic, trying his damnedest to hold off his orgasm, "If I cum in you...y-you'll—"

"That's exactly what I want Bade. I want to get pregnant by you." Twilight interrupted, maintaining the pace, Bade unable and unwilling to pull away anymore, "I want your foal."

"T-Twi...I thought...we we–ooooh–w-we were supposed to discuss this..." Amaya added, finding it hard to talk as Twilight so perfectly plowed her.

"OK. Bade, I w-wanna feel your s-semen pooling in me and making a f-foal. Is that a-alright with y-you?" Twilight asked, stopping her thrusts and instead grinding her hips against Bade and kneading him inside of her while leaving him hilted again, feeling his throbs increasing in rate, "I can feel you're sooooo cloooose! You wanna ejaculate your foal into my poor, unprotected womb don't you? Claim it for your child?"

"Y-yes Twilight, yes! I want to cum in you...s-so badly...I wanna...g-give you our foal!" Bade said before he even realized he had, so desiring to breed his mare, to watch her belly swell ever since they'd first had sex; swelling with the new life of their foal, their love incarnate.

At Bade's acceptance in the heat of the moment, Twilight started to thrust back on him again at a rapid pace, feeling Bade's flare at its fullest inside her again and stretching her deepest passage; "Amaya, you wanna watch him make me his broodmare?" Twilight asked the mare she was pounding into the mattress, "His f-flare's soooooo big...he's about to p-pop!"

Amaya looked back in a daze as Twilight thrust back onto Bade as hard as she could, hearing their moans and the begging from Twilight coming to a fevered pitch, wanting to see her friend and herdmate be given her foal. "Yeah Twi, I want you to get preggers by him!"

Twilight quickly cast a viewing spell with just outside of her cervix the view, making the inside of her vagina, and Bade’s thickly swollen flare visible in a floating magical hologram. "N-now Bade! Ejaculate and inseminate me! P-pump me full of your s-seminal ejaculate and fertilize me!" Twilight cried out, hilting Bade in her as she tipped over the edge herself. Twilight cried out in sheer pleasure as she started milking Bade for his sperm, her inner muscles rippling on him from base to thickly-swollen flare, encouraging this stallion to breed her; to pump her full of his foal.

“Mm-T-Twi! I-I’m...I need to...!” Bade moaned, his back end still held in place by Twilight's magic as he desperately tried to thrust, prevented until Twilight's magic finally failed as she lost concentration on that spell in her orgasmic state. As soon as the magic grasp on him dropped, Bade thrust through her contracting, spasming passage like a feral stallion to get that last bit of stimulation to set him over. He pumped into her rapidly, no rhythm possible when he was so close, finding her orgasm only stimulating him that much more as well as the promise of fulfilling his most base desire of reproduction this time; that she would now bear his foal. Amaya watched as he then slammed himself as far as he could into his soon-broodmare, the thrusts meanwhile driving Twilight into Amaya, before Bade gave a victorious breeding whinny as he hilted himself in her one last time.

"B-BAAAAAADE! Yes-yes-yes-yes-YEEESSSSS!"" Twilight cried out as she felt him pulsing rapidly within her, her body continuing to tightly squeeze him within her, until finally she felt it. Bade went tense on her as she felt a warm, soothing fluid gushing like a firehose into her as his penis rapidly spasmed inside of her, his flare pressed right to her cervix and making his gushes of virile seed whitewash her unprotected womb directly. Twilight trembled at the intense feelings as Bade undoubtedly had the most powerful, extended orgasm of his life, alongside the thought that that warmth would very likely impregnate her; that Bade was giving her a foal right now, over fifteen billion sperms now seeking her one ovum.

Twilight cried out in sheer satisfaction as the feeling of his seed flooding her triggered another orgasm on reflex, feeling his balls twitching against her ass with each large shot of foal-batter he deposited into her primed oven for eleven months of baking. Amaya meanwhile watched in rapt attention as her herd-mate's fertile fields were sown, watching how Bade's cum just kept pumping and pumping into her, imagining his balls gently pulsing and his tail flagging slightly with the intensity of each shot. Bade was still giving gentle humps to assure he was as deep into Twilight as he could be; assuring on instinct that his seed would be as far inside her fertile, silky wetness as possible.

Amaya meanwhile was overcome by watching her deepest fetish unfolding before her very eyes, watched as the gush after gush of Bade’s sperm hosed down Twilight’s fertile pussy and womb on the hologram, before her eyes rolled up and she gave a helpless mewl, her body reaching its own apex at the spectacle occurring before her: perceiving her pal and partner in patrol, presently polyamorous with the prolific, procreant, purple-pink pony whose pussy he was plumbing and pounding, pistoning professionally plus primordially; whose palpating, proliferent phallus was pumping powerfully and plentifully into her posterior – procreation, pregnancy, previously proposed – proliferating the princess' pussy with profuse proffering. Possibly planting his promised progeny.

Seeing somepony seeding, sowing, and saturating the sovereign's sacred sanctuary – Sparkle squeezing substantially, stimulating superior sperm supply synthesizing since starting sex – stuffed with substantial squirts, sums of seeking, stout sperm; self-sustainable seed. Silently, subconsciously, stating: 'She'll soon secure, support, sustain my sperm, so a son or soon-sister shall seize a soul; a sentient spirit. Such, I solemnize.'**

After what felt like forever of feeling Bade pour his essence into her, feeling Amaya spasming in her own orgasm beneath her in the meanwhile, Twilight's well-seeded belly felt wonderfully full and warm, her irritating heat replaced by a gentle, soothing balm. As she looked up to the hologram and saw only off-white, she ended that spell as her stud finally went slack on her back panting, his job well done proven by the gentle swell in her womb as his billions of swimmers seeked her egg now. Twilight too was panting, her back legs occasionally twitching, feeling her heat once more utterly quelled. The thought of it staying satisfied – and what that implied – only made her shiver at the thought; that she was going to be a mother. That Bade had just given her his foal. "Bade, I know you'll make a great father. That's why I chose you to give me my little prince or princess...I love you." Twilight cooed, reaching up and planting a kiss on Bade's lips.

"Holy fuck that was hot!" Amaya exclaimed, squirming as she tried to get out from under Twilight. Eventually succeeding, as well as pulling the toy out of herself with some reticence, she stood and went around to look at her partners’ joining. She saw Bade still hilted in Twilight, then watched as his softening member popped out and retreated to his sheath, a thick stream of his seed drooling out of Twilight's swollen, unprotected marehood. "With that much cum in you, you're gonna get knocked up for sure!"

Quickly after Bade pulled out, Twilight rolled onto her back, preventing much more of his cum from escaping her. She wanted a foal after all and needed as much seed as she could retain to assure she'd get it, quickly putting some pillows under her rump to aid his sperm in getting deeper into her uterus. "That's the idea Amaya..." Twilight said, softly rubbing over her well-filled lower belly, knowing that within months it would likely grow that large once more – then larger still – with her foal.

"You're...gonna be a great mother too Twilight." Bade finally responded, getting out of his post-coitus stupor, coming over and giving Twilight another deep kiss, leaning over to her and gently pinning her to the bed in the process.

Amaya couldn't help but feel left out, her heat also burning extraordinarily hot now that she'd seen a princess getting impregnated by her best friend, getting a view from the inside. "Hey, um..." she started, garnering the attention of both other ponies; "Bade, after seein' that, I was wondering...could you fuck me like that too, without protection?"

Bade's jaw dropped. "Amaya, you...you want me to..."

Amaya nodded and, to emphasize her point, lay on the bed on her back again and flagged her tail so it fell over the side of the bed, presenting to him. "Yeah Bade, I want you to fuck me pregnant too," As she then paused, looking under his barrel and grinning, she continued with a smirk; "Looks like your 'not-so-little soldier' agrees?"

Bade felt he was hard once more, his body ready to fill another willing mare with his foal. He fully intended to.

Author's Note

* - Again, this means missionary.

** - Yep, still no regrets for such purple prose alliteration. WAY too fun to write...

Doubling Down

Two figures stood before a magical hologram, watching the act of new life being created. "It is done then?" the shorter one asked, a dark-blue hoof touching the screen, making it shimmer at the point of impact; pointing to the image of Twilight Sparkle being filled up with a thestral stallion's seed.

"Yes, I believe so." the taller one added, a small, happy smile appearing on her white-furred muzzle; "It seems that Twilight Sparkle has fulfilled what we expected to happen; she has learned what true love is through experiencing it, as she has with friendship, and has accepted these two guards fully as her mates, even accepting the foal of the stallion. Do you think it was the history she had with the stallion that instigated this decision?"

"I'm not sure, but I'm happy for her. Missus Velvet will also be happy to hear she'll be receiving another grandchild as well I'm sure. She mentioned it at our last meeting, remember, desiring another foal besides Flurry Heart 'to love and spoil rotten'?" the blue-coated pony asked with a chuckle, getting a nod.

"Yes, I remember. The foal was not intended or expected, but it was clearly meant to be. Plus, thestrals have a very high sex drive after all."

"The vision I had: of Twilight running through a field with a half-thestral child...this was an inevitable destiny, it would seem."

"Yes, I look forward to being an 'auntie' to another foal."

"The foals and pups from their joining shall undoubtedly be adorable, given their bloodline. T'was a good choice for their sire."

"Pups? What do you..."

"Yes, do you not see Amaya offering herself to Bade now, and him mounting her as well?"

"Ah, yes. The foal and pups."

The two figures then turned back to the hologram, watching the second act of nature soon to come.

~

It was moments after Bade had bred Twilight, filling her fertile, unprotected womb with his virile seed and undoubtedly impregnating her at her decision, before Amaya had just asked him to do the same for her: asking her best friend and now life-mate to give her a pup. Who was he to refuse her, he wondered, and couldn't come up with a single reason.

Bade mounted Amaya's proffered body as she lay on her back on the bed fully exposed, giving her kisses along her neck and chest, earning very pleased moans from her. "Mmm-yes Bade! Breed me, give me your pup!" Amaya moaned out, a mare in heat who was very much so not ashamed of asking for what she wanted, feeling his chest grinding across hers. As she felt his flare tapping against her rear, she shifted her hips to help him line up, before then feeling him slide in easily after only a few scant moments.

Amaya moaned contentedly as she felt Bade slip inside her for the first time, stretching her wide, her head pressing back in the mattress at the sensations going through her. It felt...different than every other male she'd had sex with. This time felt like it meant something. It felt right.

"Bade..." Amaya cooed, her forehooves wrapping around his back as she looked deeply into his eyes, "I've had enough with toys. I wanna feel the real thing...with you my love! Rut a pup into me..."

"Yeah Bade...rut a pup into her...like you rutted a foal into me." Twilight encouraged, still floating on her afterglow even as Bade was ready once more to breed, watching him sink into Amaya again.

"Only too gladly..." Bade replied, giving a very deep thrust that hilted him into her.

"Oh fuuuuck yeah!" Amaya exclaimed, for the first time ever feeling not only the pleasure of being mated, but also something else alongside and intermingling with it, making her heart pound even harder as she felt Bade's own rapid heartbeat against her chest as well as deep inside of her marehood through his cock. Something so much deeper than the simple biological relief of being simply filled up by a stallion as Bade slid into her and became one with her in the closest way possible. She felt that 'something' that all of the one-night stands she had lacked, that something she'd never felt before.

She felt the feeling of being truly, deeply loved by the other pony, not just a means to gain pleasure for themselves.

This was far more compelling than Amaya's previous partners. She was of course pleased by having sex with the many stallion and other male partners of her the past, often cumming to them, but what she craved now was something different. Her burning core didn't want the loving massage Bade was giving it, it wanted a pounding; her sex wanting a beating that ended with a nice, warm cum-bath. Ended with a pup or two growing within her. "Oh gods, Celestia, Luna, Faust YES!" she cried out, calling to any deity she could think of to thank them for the pleasure surging through her every over-sensitized nerve ending that she had earlier rubbed raw trying to sate her needs; something she couldn't achieve, yet Bade so simply did in the first second of their joining, and only built on after. "I....l-love you...s-so much..." she whispered, clinging onto Bade with her forehooves tight; as though he may disappear should she release her bear hug on him.

Bade slowly slid out and into her despite wanting so badly to simply breed her; to claim her offered womb for his child. Instead, he focused on pleasing her in the way he'd learned to please Twilight, starting slowly while planting kisses and soft nibbles on her neck and lips as he slid from her, making her whimper at the emptiness for a moment, before earning a fully-pleasured moan from her as he slid back in just as slowly, filling her full of himself. He too was completely enjoying himself: Amaya felt much different inside than Twilight, gripping him just as tightly and still just as hot and slippery, yet she squeezed much more purposefully and had much more control over her vaginal muscles through her past experience, using them to perfectly milk him in a way that Twilight wasn't yet capable of, besides involuntarily during her orgasms. That, and she didn't orgasm anywhere near as often as Twilight did.

Twilight, meanwhile, was watching as two of the closest ponies to her bred right in front of her, a thick, magically-controlled dildo reaming her marehood as she watched. She watched as they constantly kissed throughout, each thrust or soft bite on her neck earning a quiet moan or yelp from Amaya, getting Twilight even more worked up. Bade's cum provided an excellent lubricant for her dildo she found, and the feeling of Bade's sperm being compressed into her womb each time she hilted the toy felt beyond amazing. As she looked down at the lump he'd left in her stomach, she could only smile dimly at the thought of her belly visibly swelling with new life within a few months.

"Oh my Celestia that's nice..." Bade cooed through pants after some minutes of slowly making love with Amaya, with her quite effectively pleasuring him above and beyond what Twilight could, "...the way you're squeezing me...you're gonna get your pup much sooner than planned..."

"Oh no you don't mister!" Amaya softly chided as she felt Bade starting to flare, squeezing extra-tightly on Bade's trapped member and preventing him from thrusting, "You're not cumming 'til I do, right? You've been taking it nice and slow, working me up to being so horny I'm tempted to pounce you..." Amaya said, before getting an idea. Considering what exactly was stopping her from doing just that. Upon thinking of nothing, including Bade himself, she grinned to herself.

Bade remained silent, sealing his eyes closed for a moment, willing himself not to finish yet despite wanting so much to.

"...I'll just have to make sure you don't cum before me. My turn now!" Amaya suddenly said and, in a feat of agility Bade hadn't seen of her before, he found he'd ended up on his back on the mattress instead of Amaya, with her pinning Bade down with her forehooves on his chest while he still remained hilted and pulsing inside of her; flared, but not set over yet. Amaya waited for Bade to calm down, doing nothing with her inner muscles nor letting him do anything by pinning his pelvis down with her own, meanwhile enjoying the feeling of being so satisfyingly full of a real stallionhood for a change.

When Bade had calmed enough, his flare no longer rock-hard and his pulses slowing, Amaya started to slowly rock her hips, having soaked Bade's whole crotch and the bed beneath them in her fluids in the meanwhile. Bade moaned, never having had sex like this before; with Twilight, he'd always been on top, controlling the pace and rhythm, breeding his mare as he pleased and as nature intended it. Now, pinned beneath Amaya, her controlling everything, it was an entirely different experience.

"Mmm, how you liking griffin mating Bade?" Amaya asked, "With griffins, the hens claim their toms, taking their seed when they choose too, and only then..." Amaya said, softly rubbing Bade's chest with her hooves while Bade's own helped keep her balanced by gripping around her hips, Twilight's magic having guided them there, "...I'm gonna ride you, and ride you, until I know you have enough cum in you and enough sperm in those big ol' balls to make me a good healthy pup...and who knows, maybe I'll even have twins! Would you like that Bade? Pumping me so full I get pregnant with two or more pups?"

Bade only moaned in reply, Amaya having started slamming herself down on him in a much more rough manner than what Bade had been doing earlier. Whenever he'd try to hump up, to embrace his instincts, Amaya would 'punish' him by stopping to grind her winking clit against his pelvis, earning a shudder from her each time she did. "N-no humping Bade...naughty naughty..." Amaya said with a mischievous grin, "I get to choose when you cum, and only I get to choose when you knock me up!" Amaya cooed sensually, grinding her crotch to his, feeling him throbbing within her in reaction.

"O-OK..." Bade conceded, trying his best to prevent his hips from shifting up to meet hers once she started dropping onto him again, his head pressed back into the mattress as he was mounted for a change. Amaya continued to slowly ride him, noticing when he was getting close by his flare swelling up inside of her, and stopping to grind on him when he did until he calmed enough to proceed. Bade even leaned up and started to softly nibble on her neck, slowly licking with the tip of his tongue and making her alternately giggle and moan at the combined sensations of his licks and nibbles, and the thick penis she was riding.

Amaya moaned as his thickness spread her so perfectly, Twilight now watching with a hint of jealousy that her own time with him, of him giving her his foal, had been so comparatively short; thinking that, perhaps if Bade still had the energy, she'd have him take her again after Amaya was done with him, just to make sure his seed took. Or at least that would be the excuse she used.

Amaya stopped and pulled off of him completely. As she spread her wings for balance again, Bade reached out and softly nipped the sensitive limb with his teeth, earning a quiet yip from her. Her forehooves were on the bed for balance now as she now straddled him backwards in reverse griffin-style*, Bade watched the glorious sight of Amaya now taking him into her pussy again, getting a perfect view with her tail flagged aside and memorizing every detail, committing it to memory; never wanting to forget the day he gave his mares a foal and pup.

Meanwhile Twilight continued to satisfy herself with her stallion-cream-coated toy, pretending it was Bade breeding her again instead. She watched as Amaya was now straddling Bade's bottom half while facing away from him, surely giving him a perfect view of her sexy, mare-honey-soaked ass and still-spread, equally-soaked marehood, facing away from Bade and looking to her instead. Bade was getting a perfect view of the action as she started to roll her hips again, the deep moan she got from him proving his pleasure once more.

"Hey Twi, you look awfully lonely over there all alone...get that toy outta you and c'mere. I've got something better for you..." Amaya cooed after she'd shifted positions and and let Bade rest as he'd flared within her again, patting the bed in front of where her muzzle was facing. Obediently, Twilight removed the glistening toy from her cum-filled snatch reluctantly and crawled over to the breeding couple as Amaya started rising and lowering her hips again.

As she bred in this way, Amaya felt her clit pressing against Bade's balls as she hilted, only using her own tired back legs and core's strength to rise herself up as she straddled him so widely, their genitals the only point of them that was actually in contact with the other. "Come...lay...on your back...here...a-and-s-spread...your-legs." Amaya managed to force out between drops, before Twilight once more did as asked, laying on her back close to the other mare and presenting her well-seeded snatch to Amaya, having a good idea of what she planned.

Sure as expected, while Amaya kept humping back and planting herself onto Bade’s flared and throbbing cock, Twilight moaned loudly as she felt Amaya's tongue start to lick at her creamed puff, feeling a strong tingle roll through her as she reached her clit, rewarding her mate's tongue's efforts with a wink. Amaya licked it again, earning another wink and a moan from Twilight, before finally Twilight felt that tongue pass her lower lips and plunge into her seeded fields.

Initially an irrational thought crossed her mind that Amaya wouldn't leave her enough sperm to make a foal with, but, by the heavy, warm feeling deep inside her womb, Twilight knew she couldn't physically reach all of it even if she tried. Besides, given how fast equine, and especially thestral, sperm moved – as well the minimum twelve billion sperm seeking her one ovum – she may be pregnant already anyhow. She shuddered pleasantly at the thought.

As he heard Twilight's moan of joy, Bade could only imagine what Amaya was doing to her, but had a good idea. After all, he'd watched as Amaya spent more time with her muzzle buried between his or Twilight's legs in the past two days than anywhere else. The loud, wet slurping sounds only backed that up, adding on top of the equally-wet slaps coming from their crotches' joining between his own legs.

Amaya's movements were becoming more and more erratic, her inner muscles' kneading growing tighter and more insistent as she licked and slurped Bade's seed from Twilight's snatch, enjoying the masculine cream she'd soon be getting from both ends. If her moans vibrating Twilight's pussy and her rapidly increasing drops slamming Bade in and out of her were any indication, she was very close.

Amaya smirked as she paused in eating Twilight out, looking back at Bade with with her fluids-soaked muzzle. "S-so what, now that ya knocked up the p-princess you thought y-you never had a c-chance with l-last week, n-now you're going to knock up your b-best friend too...?" she asked teasingly, "...and n-not only are you going to knock your best f-friend up, but t-that friend’s going to m-make you knock her up when she cums all over your c-cock. I'm not s-stopping this time Bade. I'm n-not pulling off when you f-flare next time. I w-want you to cum a h-huge load for me, OK? M-mmm-ake that warm, gooey sensation s-set me over!" Amaya half-shouted, her voice starting to get more high-pitched, her weakening back legs starting to tremble now as her pace increased, Bade meanwhile feeling her starting to milk him, her winks growing more rapid with each drop, "I'm...s-so close...I'm ready for your seed."

Amaya meanwhile felt Bade's flare swelling up again, making her bare her teeth at the sensation of having edged herself and him for so long, knowing this orgasm would be beyond intense. As she considered the circumstances – that Bade was going to cum in her without protection, that her best friend and now lover was breeding her and would likely impregnate her – Amaya trembled even more, a long, powerful moan escaping her lungs as she felt herself on the cusp, barely holding on. Her back legs ached, her pussy felt like it was on fire more now than ever, but she knew relief was in sight.

"R-Ready to m-make another baby or two?" Amaya asked as she felt him flaring huge within her once more, pausing her ministrations on Twilight's pussy as her own body started to tense up; "L-Let's give Twilight's b-baby a playmate or t-two!"

With that, Amaya slammed her hips down as both ponies tensed up, their orgasms nigh. Twilight meanwhile was rapidly reaming herself with her toy again as she watched her herd-mate being bred, moaning out herself as she met Amaya's eyes, with that expression of pure bliss on her face setting her over. Twilight gushed her fluids mixed with Bade's foal-batter onto the already-drenched bed as she was set over. She started convulsing and grinding against the toy's base as orgasm overtook her again, pure bliss going through her as she clenched again and again on the toy, spasming as pulse after pulse of sheer pleasure rolled through her.

Amaya meanwhile felt as she passed her own limit, watching Twilight cumming setting her over as well, letting out a high-pitched whinny as she felt her foal-passage start instinctively milking Bade for his seed. Her body was wracked with intense surges of ecstasy as she felt him so thickly flared and throbbing rapidly in her, filling up her whole pussy with pulsing stallionhood as her back legs collapsed and slammed her down on him, hilting him and held tightly within her, his glans process pressed right up against her cervix; poised to seed her fertile fields directly. She earned a loud breeding whinny from Bade as she perfectly crushed his fully-flared and pulsing cock inside of herself, feeling it spreading her innermost passage taut and sealing her up for his soon-to-come load.

Bade, meanwhile, couldn't help but watch as Amaya's anus and pussy twitched while her pussy convulsed around him, feeling her clit winking against his testes, and finally he could take no more. Humping up sharply one last time, lifting her ass slightly and assuring he was as deep into her as he possibly could be, Bade erupted, letting out another deep, claiming breeding whinny as he felt himself tip over the edge. His cock quickly, rhythmically pulsed inside of Amaya as he felt as his seed started to flow up his cock, her body kneading his sizable load into her womb and encouraging him to empty his balls into her. Bade felt the first shot of virile seed fire out of him as he was pressed to Amaya's deepest barrier, his hips jerking upwards with each one of the many that followed. He felt a bestial pride at having bred his mare, assuring his genes be passed on to the next generation as he sired a new life.

Amaya felt as Bade filled her up as so many stallions or other males had done before, but this time she knew it was different: she was allowing his seed to take root in her unlike the others, giving herself to a deserving stallion to claim her ovum and sire her pups. She felt her pussy contracting rapidly, greedily claiming each shot of cum from him and him humping up into her, assuring his seed was reaching as far as it could in her – and judging by just how far his warmth was reaching in her belly and how her lower belly was lightly swelling now, she could only guess it was in her womb itself. Amaya went limp, letting Bade inseminate her as she felt each giant pulse of pup-batter he planted into her proliferous pony pussy, her clit winking constantly in approval against his contracting balls.

Eventually, after what felt like forever, Bade's pulses of sperm slowed then stopped alongside Amaya's contractions, their shared climaxes reaching their inevitable conclusions. Bade remained planted in her to the hilt, Amaya weighing heavily on him to keep it that way, his member still dry-pulsing in her on occasion and her vaginal muscles contracting and spasming randomly in their afterglows. They were silent for a while before Amaya felt something soft and wet rubbing against her muzzle, before quickly finding the muzzle of Twilight meeting her own in a kiss.

"Wow gals, that was..." Bade said, before stopping as he watched his two well-bred mares kissing.

"Heh...well, looks like we're both likely gonna be pregnant now..." Amaya said after Twilight and she broke their kiss a minute later, grinning back at Bade and giving a brief kiss to him too, "...and you're going to be a daddy to two mares' babies."

Bade still felt buzzed in his afterglow, but couldn't help but smile as he laid his head back on the mattress, feeling Amaya's warmth still surrounding his softening cock. Eventually Amaya lifted herself from Bade once his cock had softened, a large deluge of his excess cum drooling out of her and onto him, but she was simply too exhausted to do anything about it. She felt her heat totally extinguished in a way the chilled pseudo-cum she and Twilight had used simply couldn't fulfill. Her body was well and truly sated for the first time this season, and she knew deep down she wouldn't be going into heat again for the next eleven months.

"So..." Twilight said, seeing Bade's member once more rising to the occasion a few minutes later, "...how many more times do you have in you today? We made you orgasm over a dozen times yesterday, care to try to break that record?" As she spoke, Twilight had risen from the bed and stood at the foot of the bed, her tail flagging over her back and showing her still-oozing slit to Bade in invitation; "Besides, I wanna make good and sure this pregnancy takes, and I've read that the more a mare orgasms while inseminated, the more likely they are to conceive. Wanna help me with that?"

"Yeah, then you can 'help me' again after you finish with her. it's so bucking hot watching you rut her pregnant..." Amaya said, watching as Bade went and mounted Twilight again.

Bade meanwhile grimaced for a moment as he pushed his still-sensitive member into Twilight's welcoming folds again, wondering just what he'd gotten himself into by accepting two sexually-ravenous mares as his own and having to satisfy both.

Yet at the same time, he couldn't be happier. His was a labor of love after all, and it's result would be the same: a foal and pup for them to love and teach, together, as a herd. Besides, he'd be lying if he didn't say he was enjoying every second of it too.

Bade simply smiled then as he heard Twilight moan beneath him, once more hilting himself into her pussy in a swift movement. "Let's make good and sure you get the foal we so want, hmm?" he cooed, before starting to thrust vigorously once more, working to give Twilight more of his virile seed to make their royal foal with.

"...and Amaya? You're next."

As Twilight and Bade once more got to work making a foal, none noticed the two newly-arrived day guards standing outside their wide-open bedroom door watching, having been there since the start, clopping themselves silly as they watched the creation of a new prince or princess.

Author's Note

* - This is the reverse cowgirl position.

So, looks like they're gonna be a big happy family now! :pinkiehappy:

Dawn and Dusk of a New Day

Bade and Spike sat in the Royal Canterlot Physician's office, waiting for the doctor to return, Twilight and Amaya having left with them for a physical and some tests at the lab. It was about three months after Bade had spent that wonderful final day of the mares' heat together, both having sex constantly with him and having him finish deep within them every time, their heats ending that day as planned. Both mares had recently been experiencing several days of morning heartburn and sometimes-powerful stomachaches and cramps, with it even evolving to nausea and vomiting, as well as an increased appetite and odd cravings – mostly for strawberry-yogurt-coated radishes for Twilight and sauerkraut on EVERYTHING, including desserts, for Amaya.

"So, you think they really are pregnant?" Spike asked, looking to Bade.

"Well, it's quite likely, yeah." Bade replied simply, and Spike, seemingly satisfied with that answer, simply nodded before going back to his comic book.

"Glad all the moaning and grunting resulted in something..." Spike murmured to himself, it unheard by Bade.

As he sat there, Bade thought about how their herd was now official, the herd-bonding ceremony having been performed the previous month, with much of Canterlot having come to watch it. Spike had been their ring-bearer, and the ceremony had gone smoothly. He, Twilight, and Amaya were now officially a royal herd, with Bade and Amaya being named a Prince and Princess respectively in turn. It was a very memorable ceremony, one that Bade and his herdmates would cherish for the rest of their life.

Doctor Crown Cross stepped into the office with a smile, Bade returning it even as he held his nervously-churning stomach. "So, I think your two mares have something to show you Bade..." he said, before being flanked by both Amaya and Twilight, each holding a pregnancy strip by the unused end in their mouth.

After they'd arrived at the hospital and requested a pregnancy test each, the two mares had been taken to the lab while Bade sat outside in the waiting room as he awaited the news, though already virtually knowing it. He sat calmly while he waited, knowing the most likely result of all of the time they'd spent together in their bedroom that final day of Twilight and Amaya's estrus, remembering all too well the fifteen orgasms they'd milked from him between both of them, with all of his seed ending up in the only part of them that it needed to be in.

As both mares approached Bade and let him get a good look at the tests' result, he couldn't help but see a large smile on both of their faces out of the corner of his eye:

/ Pregnant

/ Pregnant

"Congratulations... you're gonna be a daddy, and we're going to be mommies!" Amaya cried out in an excited squeal a moment after them setting the positive test down before him and watching Bade stare at it, seeing his small smile grow. She felt a certain pride to learning that she was indeed carrying his foal, and Twilight was as well, knowing this was what they'd wanted and worked so hard for...for several days.

"You're going to be the sire and father to two foals at least, but we'll find out for sure at the three-month foal viewing what races they are, their gender, and just how many we're carrying, given there are thestrals involved and your species' proclivity to twins or multiple births." Twilight explained, before her large smile returned, "I can't wait to be a mommy..."

"Wow, good job you three! Looks like all that bedroom ruckus paid off." Spike said with a smirk as he learned of the two mares indeed being pregnant, earning a heavy blush from Twilight. As he went over and gave her a big, congratulatory hug however, then Amaya as well, she couldn't help but forgive him a little for his embarrassing remark. As he gave Bade a hoof-bump, Twilight couldn't help but roll her eyes a little.

The doctor gave a gentle chuckle at Spike's remark before then stepping forward, looking at Bade then each of the others in turn. "Congratulations to you all. As your physicals state, Amaya and Twilight, you are perfectly healthy young mares in prime health and condition, having top marks in every category according to the physicals I performed; the prime candidates for carrying and bearing foals and pups without complications. I'm going to write you both a prescription for prenatal vitamins to keep you and the foals healthy, and also give you a pamphlet for the proper diet of a pregnant mare." Crown stated, his smile widening a bit, giving a big, genuine smile; he always loved delivering this kind of news, especially to a royal patient.

As he looked upon the positive pregnancy test presented to him, Bade wasn't at all surprised by the result shown, given just how much of his seed he'd shot into his mares' fertile bodies throughout their heat and at their demands, and the final day without protection.

"Well," Bade said with a smile, as he looked upon his mares, gently rubbing a hoof over their lower bellies; knowing that within them a new life was growing now. That his foals were within them both, and he would get to meet them in a few months. "I think we should go. We've got a lot of planning for our future after all, and our foals'." Bade said, giving both mares a kiss on the muzzle. He felt eager for the future as he'd learned that his herd-mates carried his foals now, happy that his life would soon be filled with children to love and teach, and of mares whom he loved dearly and who loved him the same in kind.

After booking an appointment for a checkup and foal viewing in a few weeks, with the nurse congratulating the royal herd on their new foals, Amaya gave Bade a nod and the trio then turned and left the hospital. Soon after leaving the front door of the hospital, Amaya met his lips in a kiss. She held it for a while, and after she broke it, Bade quickly felt a new pair of lips taking up just where Amaya's had left off. Bade could feel the passion in both kisses, feeling a hoof wrapping around his crest and pulling him tighter into it. Eventually, Twilight ended the kiss, a large smile on her face. "Well, we did it. We're going to have foals together!" Twilight said, before hugging Bade tightly, Amaya joining in and turning it into a group hug, "Thank you so much..."

"Yeah Bade, this is so great! I can't wait to tell my parents, and I'm sure the announcement of us having royal foals will cause quite a stir!" Amaya said, nuzzling into Bade's neck affectionately, sneaking a kiss there too.

Spike grinned. "I'm sure Twilight's parents will be ecstatic too, learning they're going to be having more grandfoals soon. Ever since Shining and Cadence had Flurry Heart, her mom couldn't stop talking about how much she loved her, and how she'd love to have more grandbabies. Well, she's gonna be getting them!" he said, before looking to Amaya and Bade.

"That sounds great! So, how does a trip to my parents’ house soon sound?" Twilight asked, grinning at the thought of her parents' reactions.

"Well, before any of that, I think we should first properly thank our stallion for the gifts he's given us...or more accurately, the part of him that gave us the gifts..." Amaya said, giving a suggestive glance to both Twilight and Bade.

Bade rolled his eyes with a grin, "Save it for the bedroom..." he said, following it with a chuckle.

Amaya's sultry gaze didn't leave him. "That's the idea, stud. When we get home..."

"...we're going right for the bedroom!" Twilight finished, Bade gulping as he watched her horn light up.

"Uh, guys?" Spike said, uncomfortably looking around and seeing the obviously sultry expressions on Twilight's and Amaya's faces, "I'm right here." Before he knew what happened, he found himself on his bed at the castle, hearing a stallion moaning in the other room. "Oh Celestia, not again..."

As Twilight joined beside Amaya with the same expression of lust her herdmate held, Bade suddenly found himself laying on Twilight's bed, flanked by either mare looking down at him and Spike nowhere in sight. As he felt a muzzle nuzzling his sheath, followed by a tongue on his testes, he prayed to Celestia that he wouldn't need more ice for them this time, like he had after the day and night of their foals' conceptions, before moaning at the long lick he got, teasing his stallionhood from its hiding.

"Gals, I love you so much..." Bade said lovingly, before moaning as he felt a pair of tongues licking along his now-exposed length.

"So do we. Let us show you how much..." Twilight said, giving his flare a kiss, before taking it into her mouth.

Bade moaned heavily at that, his hips jerking up, and at that same moment Amaya took one of his balls into her mouth, suckling softly on it, showing her love for that very special part of her stallion. Twilight meanwhile continued to sink his semi-erect member deeper into her mouth, trying to coax it to fully hardness, and was successful in her endeavors as he did just that.

"Just lay back, relax, and let your two mares thank you properly for your foals..." Amaya said, before once more burying her muzzle between Bade's boys, licking indiscriminately and earning another shift of his hips.

"O-Okay..." Bade said, enjoying the warm breath and warmer tongues of his mares pleasuring him, fireworks going off in his brain already at the sensations that Twilight's now very experienced tongue was coaxing from him, feeling it licking over the ridges of his flare, her magic meanwhile softly rubbing around his medial ring. Twilight moaned softly as she felt Bade's member grow fully gravid with blood, tasting his lightly musky pre as he started oozing it in reaction to her stimulation.

"Mmm, my stallion..." Twilight said between licks and sucklings, looking up at Bade with loving eyes as his hoof softly rubbed her ears, earning a satisfied coo from her. Soon, Bade felt her warm muzzle sliding down his flare and steadily lower itself, only stopping when she reached his medial ring to trace the tip of her tongue around it, sending shockwaves of pleasure through Bade as he squirmed in reaction to the wonderful stimulation.

Bade's hips started rolling on instinct to the gentle suction and the bobbing motion Twilight was now making, his whole body thrumming with satisfaction as he was once more being sucked off by his love. Not one to be ignored, Amaya had trailed up Bade's scrotum until she too had her tongue on his shaft, her taking the bottom half while Twilight got the top half. Bade, meanwhile, was in heaven, a hoof resting on each mare's head and softly rubbing an ear each.

When he suddenly heard Amaya give a quiet surprised squeal and then a moan, Bade opened his eyes to see a light-purple glow coming from her rear, as well as about half of a stallion dildo encased in the same magical aura. As it started to shift back and forth, Amaya's licks on him became a little more sloppy, as well as another satisfied moan coming from her as Twilight apparently decided she needed some pleasure too. As easily as the toy slid through her tract, there was no denying how wet and horny she was.

"Mmm Twi..." Amaya cooed, her back arching a bit as Twilight took a short breather, Amaya the upper, with Twilight soon taking Bade's lower shaft now, "...please more."

Twilight only too happily complied, making the dildo hilt in her and making Amaya moan in response as she ground her hips in response, hilting it in her and shifting it around. Twilight meanwhile brought a dildo of her own over, sinking it into her marehood before going back to work on Bade.

This was a usual occurrence among the three, the two mares exchanging pleasure while sharing their stallion; each mare knowing just the spots to hit on their partner for their greatest enjoyment. They continued to twitch, lick and moan to each other, sharing their bodies, feeling as though they were indeed just one pony.

It wasn't long before all three felt their peaks coming, but none of them wanted to hold back. Bade simply shuddered as he felt himself flaring within Twilight's muzzle, her at some point having taken him into her mouth again, while Amaya tended to his testes. Twilight didn't stop bobbing on him however, nor did she stop the movement of the two dildos within herself and Amaya. She could tell she was getting close, Bade as well by the swelling of his flare, and Amaya by her shuddering and constant moaning. Finally, she focused her magic and set to work setting all three of them over.

Amaya felt a warm, tingly sensation enrobe her winking clit, setting her pleasure up even higher than it was before, making her inner muscles spasm and her leg kick out. She was panting now, her hips grinding against the toy sliding in and out of her, her profuse fluids drooling out onto the bed past it. Finally, with one more very deep thrust, Amaya cried out as her orgasm took her.

As though that cry were the catalyst, Bade groaned and thrust his hips up sharply into Twilight's muzzle, his pulses growing rhythmic and now joined with spurts of his thick, rich, and proven virile seed as his large flare was held in Twilight's muzzle, filling her mouth with his creamy load.

Twilight started gulping down the masculine milk that Bade was constantly pumping into her mouth, savoring the flavor as her own pleasure reached its peak. Finally, with all the stimulus around her – Bade moaning and cumming in her mouth, the flavor of his cum, Amaya squirming and feeling her squeezing on her magically-encased dildo, as well as the scents of sex and musk of both stallion and mare – Twilight moaned as her eyes rolled up, shuddering heavily as she squirted her own cum onto the bed, joining that of her herd mates' as she was overwhelmed by the intense tsunami of sensations.

After a number of minutes of panting, squirming, and sharing their blissful climaxes together, the three ponies finally calmed again, now resting in a fluids-soaked pile. Amaya was the first to recover, squirming so she could come muzzle to muzzle with Twilight, meeting their lips in a kiss. She was surprised to find that a small puddle of Bade's cum was held in her mouth waiting for her and, as she met lips with her mate, Amaya felt the sweet, musky, and bitter liquid enter her muzzle, knowing Twilight had saved her some. They held the kiss together while Bade recovered more slowly, before he reached a hoof to each of their ears and started gently rubbing, wrapping a wing over each of them and hearing them give a soft, pleased moan at the feeling as they still kissed.

"You two are the best herdmates a stallion could ask for. Thank you, for everything." Bade said, smiling serenely as his two mares kissed for a moment more, before ending it with an off-white string of what could only be his cum joining their lips; "For showing me love, for becoming my life mates...for carrying my children."

Amaya looked up to her stallion and softly smiled, before meeting his lips with her own briefly. "Well, what can I say? You stole my heart when we were still foals."

"...and mine too." Twilight added, smiling softly, "Hey, by the way...I'm still pretty horny..."

"...think we can do it for real?"

Amaya's sensual look seemed to share the same sentiments.

Bade simply chuckled. "You two are insatiable, you know that?" he asked, before feeling a muzzle once more nuzzling his sheath, then moaned as a tongue soon after joined it, before Twilight soon mounted him griffin-style as he laid on his back.

"Good thing I wouldn't have it any other way." He said, before groaning out at the feeling of warm, wet marehood sliding down his once-more-hardened length

~

"Hello Your Highnesses! I'm your radiology technician, Radiant Glow. You're here for a foal viewing and checkup, correct?" the green-coated Unicorn stallion asked, rising from his bow upon getting several eager nods from the recipients, "Great! Now that you look like you're all nice and settled, I'm going to apply the ultrasound paddle to your belly to find and view the foal...first, I just need to put some warm lubricating gel to your belly." the radiologist said, using his magic to softly squeeze a dollop of said gel from a bottle and onto the purple-furred belly of the mare laying on her side on the examination table before him, leaving her lightly-swollen tummy on full access for such.

"That tickles!" Twilight said, giggling and squirming softly as the doctor applied the warm gel to her belly, him finding some ticklish spots unintentionally.

"Sorry Your Highness..." Radiant said, before feeling a hoof on his shoulder, making him look up and Twilight meeting his eyes.

"Please, call me Twilight," she asked, getting a soft nod from him.

"I'm sorry Your High—Twilight," the radiologist said, catching himself before slipping up again.

"Yes, it takes a bit of getting used to, calling a princess by her first name." another stallion's voice said from beside Twilight.

"Yeah, it took us a while too," another mare's voice chimed in from beside the doctor, "but then, after a while, she didn't seem like a princess. At first she just seemed like a good friend, then something much more."

Twilight smiled, before reaching over and nuzzling first Bade, then Amaya, before looking back to the technician. "Ahem, sorry for the delay...please proceed." Twilight said, before giving a soft smile to her companions.

Nodding, Radiant placed the equally-warm ultrasound paddle to Twilight's lower belly, pressing down gently and moving it around, and instantly a soft thu-thump was heard from the machine. Twilight's heart lept. "Is that my foal's...?" she asked, before getting a shake of the head from the tech.

"No prin—Twilight, that's your heartbeat." he said before moving the paddle a little – and a second, softer rhythm joined the first, a pair of soft, rapid thu-thump-thu-thumps heard coming from the machine. A sound that everypony knew. A duo of heartbeats. "Now that is your foal's heartbeat. If you'll all please look at the screen over here, I'll see if we can find your foal." he said as the quartet looked at the nearby screen. There was nothing but static for a short while before the tech found his target. First, a nose came into view. Then a whole muzzle. Then a whole face with closed eyes. A pony fetus's face, with a small nub on its forehead. The start of a unicorn's horn.

As Twilight saw that, she couldn't help but feel a rush of giddiness and pride as she saw a full frontal of her foal's face, the radiologist quickly snapping a picture of the ultrasound for the parents. As Bade watched on, he felt an intense surge of pride as he saw his foal on the screen, knowing that he'd helped create it. That he'd indeed given his mare a child. "It's beautiful," Bade stated, before reaching over and giving Twilight's ear a soft kiss and earning a flick of it in reaction, "just like its mother."

"Yeah, you two did good, making a beautiful little foal." Amaya said, smiling as she saw the face of Twilight's foal on the screen.

As the radiologist continued to move the paddle around on her belly, judging the health and development of the foal, Twilight felt as Bade's lips met her own, and she pushed back, wordlessly thanking her lover for the gift he'd given her once more. They were, however, interrupted by a throat clearing.

As they looked to the source of the sound, they saw the radiologist looking fearfully at them from their annoyed expression, before shaking his head, "Sorry for the...interruption. You are indeed nearly three months pregnant with a single unicorn foal, with them having no sign of wings as you asked me to look for, and everything is looking normal for this early stage of development. The foal looks healthy. I, uh, I just wanted to know if you want me to sex the foal, so you can know its gender? I'm nearing its groin and the fetus should be matured enough to determine whether it's going to be a filly or a colt."

Twilight looked at Bade, Bade at Twi, and both nodded to the other slowly. "Yes doctor, we'd like to know its gender." Twilight said, before feeling the paddle sliding even lower on her belly.

"Very well...if we look at the screen here again..." the doctor said, moving the paddle around a bit, "...ah! There it is."

As the quartet of ponies looked at the screen, they saw between the fetus's back legs, seeing the lack of a forming sheath or testes, and instead seeing the beginnings of a vulva. "Congratulations you two, it looks like you're going to be having a unicorn filly. A princess." Radiant said, smiling at the sight of the new life growing within the princess.

Twilight and Bade were only too happy at the news.

"I wish Spike could have been here to see this..." Twilight said, giving a soft sigh, "Oh well, Apple Bloom needed him again. After all, it's still the breeding season for other ponies, even if not for us anymore. Maybe our foals will be getting a little kirin nephew or niece one day."

"Yeah...I'm sure Apple Bloom is keeping Spike really busy, given she's in the kind of intense heat only an earth pony can experience..." Amaya said, smirking at the response she got from Twilight.

"Alright...Twilight, if you you don't have any further requests or questions, could you please come from the table so we can get Princess Amaya on for her own viewing?" Radiant interrupted, with Twilight nodding, stepping down from the table after having the gel wiped from her belly with a towel.

"Princess Amaya...still feels weird being called that." Amaya mused as she stepped up and laid down onto the examination table, getting a soft chuckle from Twilight as she did.

"I second that," Bade said, giving a soft chuckle, "Every time somepony calls me 'Your Highness', I always look for you, Twilight!"

"Now you know how I felt after ascending to being an Alicorn and princess..." Twilight replied, before getting a grin back from Amaya.

"Alright, I'm applying the gel..." Radiant said, before getting a soft squeal from Amaya.

"W-WHAT?! DID I HURT YOU?!" Radiant asked in a panic, his eyes wide as he looked nervously for any flaw he'd done.

Amaya simply chuckled. "No, no, I'm fine. I'm just REALLY sensitive right there. Sexually. Please just be more gentle, unless you're trying to turn me on?" she joked, getting a heavy blush from the radiologist.

"I'm...sorry." he stated simply, being much more ginger in his movements now, using the paddle to spread the gel over her womb's location, then gently moving it over her lower belly as the machine picked up on Amaya's heartbeat. "Alright, let's see if we can find another foal..."

Moments later of the paddle being moved, and the machine picking up a second heartbeat, the hind end of a foal came into view on the screen, making the three parents' hearts leap. "Yep, we definitely have a foal here." Radiant said, before moving the paddle all around, trying to get a sense of the foal's health. "Wait a minute. Is that..." the radiologist stammered as another hoof came onto the screen, near the first foal's rear, as well as a third heartbeat joining the mix of mother and first foal; "Doctor, can I get you in here please?"

"Is something wrong?" Amaya asked in a concerned tone, though she heard no worry in the doctor's voice. If anything, he seemed excited.

"No Your Highness, we just always have to get a second opinion when we suspect twins."

Amaya's world seemed to slow down. Sure, she and Bade had passively expected it, given that thestrals had twins or multiple births more commonly than ponies did, but even then it was still much less common than a single birth. "Twins?"

"Yes princess. Please look at the screen."

Amaya did as asked and sure enough, as the doctor moved the paddle more, she saw a second, separate form on the screen from the one that had been on it at first. Another foal. A twin.

"Doctor, I believe we have twins. I need confirmation." Radiant asked Doctor Crown Cross as he arrived, showing him the two separate foals on the screen.

"I am officially confirming that, Princess Amaya, judging by the small membranous wings starting to form on the foals, you're carrying what appear to be thestral twins. Congratulations!" the doctor said in an excited tone.

"Both appear to be healthy and are within the average growth of thestral fetuses at this stage. Would you like to know their genders?" Radiant asked, keeping the paddle higher until he got an answer.

The two parents merely beamed in their excitement for a moment, looking at each other lovingly, before both nodding.

"Very well...one is a...colt..." Radiant said, placing the paddle to view between the hind legs of one foal and proving such, a small sheath and scrotum showing on screen; "...and the other is a filly." he finished, doing the same with the other foal moments later, showing she was a filly by the vulva between her own hind legs.

"A filly and a colt...twin thestrals..." Amaya said dreamily, remembering back to her dreams of having thestral twins; a dream that was no longer merely a dream, but reality.

"Your Highnesses, I'm sure I speak for all of Equestria when I say congratulations on your new foals." Doctor Cross said, giving them a very happy smile, "Now, let me get my prescription pad and you all can be on your way to the pharmacy."

~ ~ ~

It was over eight months past that wonderful day when they'd learned they were both carrying Bade's foals, with Amaya and Twilight very heavily pregnant now, both indeed within a week of giving birth. It had been a fairly calm year, Twilight going on her friendship missions and giving friendship lessons when needed, as well as the typical, menial princess tasks, but nothing major ever happened.

The announcement of the royal foals had been met with an overwhelmingly positive reaction from Bade's, Twilight's, and Amaya's parents and siblings when they were told over a special dinner. Twilight had then told her five best friends in a meeting of their own, and was met with just as much excitement from them as she'd planned on getting. The public also reacted very positively when it was announced to them in a decree that a new prince and two princesses would soon be born. It seemed everypony was overjoyed for the coming prince and princesses, though none more than Twilight, Bade and Amaya themselves.

As they lay there on the bed together one night, Bade in the center and a mare laying to either side of him, all three nearly touching the Dream Realm, Bade heard a sudden, pained hiss from Twilight. Before he had a chance to fully rouse from his pre-sleep stupor, Twilight was rapidly shifting in the bed, clearly in distress...and soon Bade felt the bed grow very wet.

"Wha-Twi?" was all Bade could mumble, with the equally as heavily pregnant Amaya also stirring on his other side, also brought from her near-sleep state by Twilight's following pained yelp, as well as what she said next.

"I-It's time! My water broke!" Twilight exclaimed in a tone that was a mix of very pained yet elated, "Bade, w-mmm-w-we're gonna be parents!"

Bade, meanwhile, was mortified by this moment finally coming. All the classes, all the lessons and advice from his, Twilight's, and Amaya's parents, as well as the many professional gynecologists and pediatricians they'd visited; none could prepare him for this moment. Twilight's water had just broken, and she was in labor. She was going to be giving birth to their daughter soon.

"Alright Twilight, stay calm...let's get you to the hospital." Bade said, trying to keep calm as he quickly rolled of the bed and gathered their overnight bags that they'd prepared weeks ago, remembering especially the receiving blanket that Twilight's friend Rarity had made for their daughter.

"Yeah...let's go." Amaya said, already ready to go, "I can't wait to meet our daughter."

~

Slowly and carefully, the trio made their way to Ponyville Hospital. The short trip to the hospital seemed an eternity but Twilight had little trouble holding her foal in. She knew she didn't need to worry about the foal arriving unexpectedly, with all ponies able to keep their foals inside until it was safe to give birth, a trait carried over from when they were feral and a hunted species.

As soon as they arrived, Twilight was taken off to the delivery room while Spike filled out the paperwork, Bade and Amaya staying by her side the whole time, a hoof wrapped around hers as they whispered encouragements and reminded her to breathe properly.

"Bade...Amaya...we're...going to be...parents..." Twilight said, smiling slightly despite the pain, being prepared by the doctors to give birth.

Bade couldn't help but smile back, giving Twilight a soft kiss on the nose. "Yes, we are. Now focus on your breathing, our foal is coming soon." he said happily, remaining by her side as she gave birth to their foal.

~

After a couple of hours of labor later, Applejack, Amaya, Bade, Fluttershy, Pinkie Pie, Rainbow Dash, Rarity and Spike stood around Twilight as her minutes-old foal nursed at her teat, all looking at the precious newborn princess. She was a deep-purple unicorn filly, and in the brief moment her eyes were opened they saw that her pupils were slitted like her father's, yet her irises violet like her mother's; truly a thestral/pony hybrid foal. Her mane was a sapphire-blue like Twilight's, but with two different shades of platinum streaks like her father. Her tufted ears lightly twitched as she suckled, her eyes closed as she took in sounds of ponies that seemed familiar to her, as well as the sustenance her body needed. Twilight's foaling had gone very well, her being sore and exhausted from it but overall no worse for wear; being an alicorn, she'd likely fully recover from the birth within days anyhow.

"In't she precious?" Applejack cooed in an unusually feminine voice, a huge smile plastered on her face.

"Yeah! She's super-duper adorable! I could totally eat her up...but I won't cuz that's cannibalism...and I'm not a carnivore...and..." Pinkie said, rocking back and forth excitedly as she watched the baby feed, oblivious to the strange looks her friends gave her at that comment.

"Aw yeah, she's an awesome-looking hybrid just like I thought! Did you see her slitted eyes? And her fluffy ears! So awesome!" Rainbow Dash remarked, equally as fascinated with her friend's foal, if for a different reason.

"Yes, the chapeau I designed for her is rather fitting for her coat and eye color, as is the couverture de réception. Purple silk truly does suit her..." Rarity commented, seemingly more interested in how her fashion looked on the new foal than the foal itself.

"Yep, Twilight and Bade sure did a good job on her..." Amaya commented, before grinning a bit, "I'm sure my twins will be just as adorable."

Fluttershy simply stood there with a small smile on her face as she looked upon her friend's foal, a thoughtful expression on her face, before then looking to Amaya's very pregnant belly, then Pinkie Pie's own. It would seem Pinkie forewent protection at that year's orgy, ending up with the foal of a random partygoer. Something she didn't seem to mind at all however, carrying it proudly as she'd likely planned it, her own filly ten months along and due date drawing near. "So, Fluttershy dear, what do you think of Twilight's dear little fillasse?" Rarity asked, noticing her friend's distant look.

"I, um..." Fluttershy said, shaking her head as though coming out of a daze, "I think she's so...so beautiful. I'd love to have such a beautiful foal some day..." she said, before once more finding herself staring at Pinkie's gravid belly, the pink mare oblivious and only swaying more. Fluttershy, meanwhile, was thinking of taking a page from Pinkie's book in regards to getting a foal of her very own. After all, this year's summer estrus party was coming up within a few weeks, and all she’d have to do is not take protection and find a nice handsome sire like Pinkie had the previous year...

"Thank you all for coming on such short notice." Twilight finally spoke, having waited for her friends to finish and settle down some, "I'd like you all to meet Princess Dawn Moonglimmer," she said, indicating the now-sated foal laying beside her, smiling a small, proud smile as she gently lifted her up in her magic and displayed her to her friends, "my daughter."

"Twilight, I'm so proud of you..." Bade said, rubbing muzzles with Twilight, before giving her a soft kiss, "I can't even begin to say how happy I am. We have a daughter now...thank you."

Twilight gave a small grin. "Well, I certainly didn't make her all by myself," she said, her grin turning mischievous, "you helped a lot after all."

"Yeah...he sure did help out a lot...you all were sure loud enough to prove that..." Spike grumbled to himself, fortunately out of earshot of the other ponies.

Bade simply blushed a bit, Amaya giving Twilight a wink, before her foals shifted within her womb. "Yep, getting cramped in there, huh my two preciouses?" she asked her squirming belly, giving it a soft pet with her wing, "Don't worry. I'll get to see you within a couple of weeks." With that, she turned her focus back to Twilight and her newest herd-mate.

"So, do ya plan t' have any more?" Applejack asked, "Y'all seem t' have a penchant fer beautiful foals af'er all, if this'un is anythin' to judge by."

"Well, yes. I'm going to make sure little Dawn here has plenty of brothers and sisters by her two herdmates." Twilight said, then nuzzling with her shared stallion, giving him a wink, "Bade, I want lots and lots of little princes and princesses. In fact, I want another foal right after I stop nursing and go into heat again!"

Bade gulped.

"Yeah, I want more foals by you too...hay, maybe I'll even have twins again, or even triplets!" Amaya said, before looking to Twilight, "After all, don't royal herds traditionally have large families?"

Both mares then looked to Bade.

Bade gulped, before giving a soft sigh and smiling. "Oh jeez, what have I gotten myself into...having two mares who love me enough to have my foals. So lucky to have two mares who love me so much as to give me a family." He then brought his two mares into a hug.

"It's just my luck."

Pinkie grimaced. "Wrong story you dolt!" she yelled out, getting surprised looks from all in the room.*

~

Indeed, within two weeks of Twilight's foaling, Amaya had given birth to her own two foals. The first born was a male thestral pup with a light-blue mane and mid-grey coat, followed within an hour by his twin sister who looked much the same as him, save her mane and tail being a light, two-toned blue-gray, her coat a slightly darker grey in tone as well.

When Amaya had seen them, she was instantly reminded of her dreams she'd had on the night before their conception, quickly holding the swaddled twins to her, one in each hoof. "My preciouses..." she cooed, tears forming in her eyes as she held her and Bade's foals; the product of their love.

Twilight then held up her own filly to the other two, the young filly's eyes widening in glee at the sight. "Yep, they're your brother and sister Dawn..." she told her, with Dawn leaning forward to nuzzle her newborn half-brother affectionately, "That's Dusk Aurora, and his sister Nocturne Belle. You're their sister."

"Don't worry Dawn," Amaya said softly, still weak from giving birth to twins, "I'll make sure you have plenty of half-brothers and half-sisters to play with in the years to come besides these two...I promise."

Bade simply huffed a bit. "...and I don't get a say in siring, like, a dozen foals between you and Twilight?" he asked, before getting a grin from Twilight.

"Master-Sergeant Bade Moonglade, you will give Amaya and I all the foals we want, understood soldier!?" Twilight asked in a drill-instructor tone with all the authority she could muster, making Bade snap-to on instinct, saluting her in the appropriate stance.

"Ma'am, yes ma'am!" Bade replied on reflex, before catching himself just as Amaya and Twilight started laughing, making him blush.

"Well it's settled then, we're gonna have lots and lots of foals!" Twilight said, before giving Bade a soft kiss, followed by Amaya.

"...and even if we don't, we're sure as hay gonna have enough sex to...right?"

"Hay yeah we will..." Amaya replied for him, before giving Twilight a kiss too, "my herd-mates, my loves."

Author's Note

* - If you've read my previous stories, you'll get it.

~

And so concludes another freaking novel, one which was pretty fun to write. I'd like to again thank Brony-wan-kenobi for commissioning me to write this, and you all for joining me on the journey in writing this. Thank you all very much!

If you'd like me to write for you as well, please check my blog post on commissioning me for how to do so.

OR

If you enjoy my writing and would like to show it, please consider buying me a coffee!

Until next time, I'll see you all in the comments section or my next story. Au revoir et à la vitesse des dieux!!

Making Up for Lost Time, Memories...and Breaking Protocol

It had been several days since Twilight had been given her cadre of two guards by Luna, with them watching and guarding her castle during the night while she was asleep, taking shifts patrolling the grounds throughout the day, eagerly awaiting the promised day-guard cadre coming in a few days. More and more she would talk with her night guards, getting to know them better and them getting to know her more. Bade Moonglade was becoming less reserved around Twilight, starting to talk about more personal things with her.

"So, remember that time the math teacher sat on that whoopee cushion Minuette teleported into her chair?!" Bade asked, Twilight busting up laughing at the memory.

After she calmed down, Twilight nodded. "Yeah...those were the days, huh?" she said, giving a sigh, "Sometimes I kinda wish I could have done more with my time in my fillyhood than just reading and studying all day...y'know, like making friends. I still remember how you used to come talk to me during the times we were together in the library, how you were the only colt who would talk to me besides my brother. How you tried so badly to be my friend, and I rejected you. I'm so sorry."

"Hey, It's OK Twilight. I told you the last time you apologized, I forgave you for it." Bade comforted, sipping at the still-too-hot coffee Twilight shared with him.

"I mean, maybe I should have had a colt-friend back then too...maybe now I wouldn't be without one and unable to find anypony I can trust, given I'm a princess and a lot more ponies are power-hungry than looking for true love..."

Bade's ears perked up as she said those words, with him never even considering that Twilight was looking for a colt-friend or partner at all. "I mean, I am just a pony, right? Even if I have wings and a horn, why shouldn't I be able to have a stallion who loves me for me and not my position just like any other mare?” Twilight mused, but Bade remained silent. He himself didn't know the answer.

Twilight noticed some crumbs on Bade's cheek as he was eating the coffee-cake she'd also given him a slice of, and before ever realizing it she'd wiped the crumbs off and cupped his muzzle in her hoof, looking for more. "You're such a messy eater for a Royal Guard, Bade..." Twilight teased softly, blushing as she realized she was still holding his muzzle in her hooves as she looked into his eyes, releasing him as she blushed even deeper at the realization of what she'd just done.

"Well, I've seen seen your eating habits 'princess', and you haven't got any room to pass judgment!" Bade teased in response, "Remember when I brought burgers from Hay Burger and—"

"Stop!" Twilight suddenly exclaimed, memories of her diving into the gooey mess of a burger and virtually making a mask of the ketchup making her glaring blush reach an all-time high, with her likely being able to imitate a tomato herself quite well at this point.

Bade himself felt his face flush hot as he realized Twilight's state. "I'm...I'm sorry!" Bade stammered out as he scrambled to his hooves, believing that he crossed a line and going to excuse himself.

"So Twilight, wanna head to my chamber sometime and I can show you my 'toy collection'? I bet I have some you've never seen before! Oh, hi Bade!" Amaya asked Twilight as she walked into the reading room and saw her, one eyebrow raised and a lascivious smile on her face, before noticing her boss standing beside Twilight, greeting and waving a hoof at him, clearly oblivious to their closeness and flushed faces.

Unlike Bade, Amaya Noctis...well, Amaya had been becoming much more open as well in the past days. Much more open. Amaya was technically on duty at the moment given first shift of daytime was hers, letting Bade wind down and relax first before going to bed and resting for the all-nighter guarding the castle together. It had become somewhat of a habit for both the bats to stay up during the morning to talk to and hang out with Twilight, and more often than not Amaya, sometimes more subtly than not, would invite Twilight to her bedchamber. This was not one of those subtle times.

"I'm sure it's quite an...um...impressive collection, but not right now, thanks." Twilight said, brushing her invitation off once more. It's not that the sexual advances were unwanted, as she could have asked Amaya to stop any time she wanted given she was under her command, but she was having trouble coming to terms that somepony was, and quite blatantly at that, asking to have sex with her...and it was a mare asking at that!

Besides that, Twilight wasn't sure how she felt about being romantic, or even sexual for that matter, with a mare. Sure, she'd had the occasional affectionate kiss on the cheek or top of the muzzle with them, or snuggle with one of her friends...or a night of cuddling with them, but sex? She'd never had sex or even penetrative masturbation before even when her estrus burned hottest, leaving her a virgin outside of rubbing herself to orgasm when she couldn't take the itchy-burning anymore. She had always tried to be like her mentor Princess Celestia during her estruses; the mare who composed herself with grace during her own periods of heat and showed restraint from pouncing any nearby stallion even though none would likely refuse her, and many would indeed welcome bedding a princess.

"Alright beautiful, but you know the Summer breeding season's coming soon, right? If you don't have somepony to help you with it, I'll gladly help get you through it." Amaya said impetuously, not dissuaded by Twilight's umpteenth gentle rejection. She knew Twilight was likely just shy about 'getting into it' with a mare, and as she'd not outright told her to stop asking directly, she knew she may just need some more persuasion...and Amaya was nothing if not persuasive...or persistent.

Twilight nodded. She'd never looked down on those of her friends who did have sex with each other in a 'heat-buddies' way, or with stallions, when they were in heat though. She knew that even if she didn't, it was very common for mares to have a magically or herbal protected mating or few with a stallion just to end the burning for a while. Rarity, for example, secreted herself off to a special 'estrus bath house' that everypony knew was slang for 'a place to go get rutted or rubbed under the tail until your heat dies of exhaustion, protection optional' for the duration of her estruses.

Fluttershy did much like Twilight had and stayed indoors for her estrus, though there were myths of her 'getting help' from her animal friends to end her heat. There was no proof of that outside of her connecting with animals on a whole other level than anypony else, and that that may indeed extend to romance.

Applejack always stayed indoors to ride her estrus out, or so it was thought. There were rumors of ponies seeing stallions leaving Sweet Apple Acres at odd hours of the night, some limping slightly. Nopony would dare say anything aloud about her though, the stallions themselves never admitting to anything, nor did many care. It was mating season after all, and Earth-ponies were well-known for their very bad heats and strong breeding urges. Those are reasons why many Earth-ponies have such large families, after all.

Rainbow Dash was very much the opposite of many of her other friends, openly flirting with stallions when she was in heat, openly offering them to 'rut her in her in-heat pussy' as she put it, hiking up her multi-hued tail at anypony, mare or stallion, that she viewed as 'awesome' enough to handle her. The way she bragged and how many takers she got each year, it was quite a ride they got.

Pinkie Pie was much like Rainbow Dash, but she didn't quite have the standards of 'awesomeness' that Rainbow Dash did. Every year she'd have an openly-announced, freely-attended 'Pound Pinkie's (and Other Ponies') Puffy Proliferous Pony Pussies Pregnant’' breeding party and invited all the stallions and mares who would come. Twilight of course was the one asked to provide the protective and contraception spells for the mares involved, if they wanted protection, even if she herself never got involved in the huge orgy it always became.

"Yes, well...we'll see, OK Amaya?" Twilight said with a sigh, reminded once more that her estrus would likely be coming any day now, getting a nod from her guardian.

"Are you bothering Twilight about having sex again?" Bade asked as he stood beside the couch he and Twilight were sharing, giving her a soft glare, "I mean, have you ever thought of going into town to pick up a stallion or a mare if you're so horny as to break protocol repeatedly and ask our client for sex?"

"What's it to you?" Amaya asked but there was no hostility to her tone, more playful if anything, "Besides, I've already tried. All the stallions in Ponyville think I'll suck their blood right out of their cock or something given I'm a thestral, and the mares want to braid my mane and tail or some such girly crap like that before we actually screw, despite both of us needing relief. Twilight's never acted like that with me."

Bade winced, his blush remaining as his underling was talking so boldly in the presence of a Princess. "So instead of going with other ponies, you're sexually proposing to the Princess of Friendship who is my charge to protect, and going against regulation. That's what it is to me, your rank superior..." Bade stated seriously, getting a laugh from Amaya.

"Well she's my charge too, bird-brain! In addition to that, she has even higher superiority than you and could have asked me to stop anytime and I would have." Amaya riposted with the same teasing tone as before, before looking to Twilight, "You haven't asked me to stop though, have you Twilight?"

"Well...no, I haven't asked her to stop." Twilight said, a light blush burning on her face as she admitted that. To be honest with herself, Twilight kind-of liked the attention. She'd never really been given any kind of real romantic or erotic attention at all before this besides a few stallions smelling her heat and offering to rut, whom she'd politely declined, or Pinkie's invitation to her breeding-season 'party'; being a shut-in, then a librarian, then a princess were all quite a repellent for potential serious partners.

"See? There's no problem here, mister 'I'm Master-Sergeant Bade Moonglade and I'm all super serious about regulations and stuff'!" Amaya said, getting a huff and roll of the eyes from Bade as he left the room, making Amaya give a victorious smirk.

"So anyways, where was I...OH! Anyhow, I have this one dragon toy that's almost as long as your whole foreleg...!"

Twilight couldn't help but think about the hurt look Bade had given her as she'd admitted to not stopping Amaya from hitting on her, Amaya meanwhile going into great detail of just how the barbs of the manticore dildo felt deep inside herself. Could Bade possibly...feel something for her, Twilight wondered. She'd have to consider that more later.

~

Bade lay alone in his chamber, muzzle buried into his pillow. He was resting up for the night-shift and thinking instead of sleeping for his second nap, thinking about Twilight and how Amaya was so shamelessly hitting on her; how Twilight wasn't resisting her advances. As he squirmed to lay on his back he looked at the ceiling in his evening-lit chamber, the orange sunlight of late evening streaming in as the last sunlight of the dying day was slowly extinguished, slowly being replaced by the purples and blues of the night in kind.

Bade wished to himself that he had the kind of shameless confidence that Amaya had, to admit to Twilight his romantic feelings for her and possibly...

He shook his head before that thought could fully manifest. There was no way he could bring himself to ask Twilight, Princess Twilight, to date him...or even just 'get physical' with him in a 'heat ending' kind of way. As he looked down to his now-hardened stallionhood, he sighed. Every time he thought about Twilight in private after seeing her leaving the bathroom one day, her mane wet and stuck to her, her soaked tail also pasted to a leg and giving him a full view of what lay underneath – with her not knowing he was there as she walked to her chamber after forgetting a towel – he would get a boner. The thoughts of what he'd like to do to Twilight had been fuel for his past masturbation fantasies for many, many years, in fact since he'd hit puberty. Now that she was a princess and he was her guard, that only made them that much more naughty to him. More taboo.

As Bade thought more about Twilight's shapely rump – Amaya was right, it was very sexy – and her wings, which were a major turn-on for many Pegasi and Thestrals alike, as well as her pert pussy and anus that he'd gotten a full view of that day, he felt his fully-hard cock throbbing against his belly softly now, at its full length. As he thought of taking one of those feathered alicorn wings into his mouth and biting onto it softly as he was on Twilight's back, his hooves gripping her sides as he mounted her and thrust forward into her heat-swollen marehood, Bade was rubbing himself with a wing before he'd even realized it, getting pre-cum all over the soft, warm and smooth membranes of the wings encasing his cock as he stifled a moan.

After all, he thought, if he rubbed one out now, he wouldn't have to worry about another event like last night. He remembered how the previous night, he had smelled a mare's estrus on the wind, its drug-like effects making his penis drop from its sheath and harden quickly, dragging his thoughts from his patrol and instead to seeking out the fertile mare and breeding her. Instead of following through with that nagging urge though, Bade had simply found a nice quiet room indoors to quell himself of his urges, purging himself of his seed while imagining that the mare in heat was indeed Twilight and he was filling her up instead of using his wing to contain his seed, before cleaning up and returning back to patrol again as though nothing had happened.

Bade knew it was against protocol leaving his post like that, but also knew that if he'd not done it he would have probably left his post anyways to actually find that mare in heat and possibly make a foal with her. Thestrals were very prolific breeders and very forward with their desires after all, with their breeding drives being much stronger than even Earth-ponies', even if some thestrals were more shy than others in actually executing them.

Bade moaned quietly as he now wrapped his aching erection in his warm, fleshy wing again and stroked it once, feeling a pulse of pleasure go through him as he then developed a swift pattern while thinking of breeding Princess Twilight once more.

~

"So, you gonna run back to the castle again to jack off again tonight and leave me to patrol alone, or are you good? I mean, I don't mind, nothing ever happens anyways." Amaya suddenly asked as she and Bade patrolled the grounds again, making the stallion stop dead in his tracks.

"W-What...how...?" Bade stammered, completely flustered and caught off-guard, trying to figure out how she'd known.

"Well, it's not hard for a pony to smell when a mare's in heat nearby y'know, even for us mares..." Amaya said, smirking back to her companion, "...and I know how hard it is for a thestral stallion to keep it in his sheath when a mare's in heat nearby. Plus your right wing was still wet when you came back out from when you cleaned it off. I mean, if you wanted somepony to rut during breeding season, I'm all yours sexy..."

"W-what?!" Bade asked, completely thrown for a loop. He knew Amaya was promiscuous, but this was the first time she'd actually proposed herself to him. He couldn't even tell if she was serious or not, that cocky grin she always held making such distinction nearly impossible.

"Well, you're a sexy, kind stallion, and I've got some herbs from a Zebra friend of mine that prevent pregnancy...I mean how did you think that I, a young, super-fertile bat-pony mare, didn't get pregnant all the times I've had sex in my heats? Plus we've been friends for, like, ever ya doof. I'm surprised you never asked to be 'friends with benefits' with the way I've seen you looking at me when you think I'm not looking."

She was serious, wasn't she."Honestly, I try not to think about my friends having sex at all..." Bade instantly responded, too quickly, and Amaya could still see he was bothered about something...or trying to resist saying something, "...and besides that, being in a relationship with a fellow guard is against protocol."

Amaya internally growled at that statement and how she could tell he was lying about not thinking about having sex with friends, seeing it in his eyes, but stayed collected on the outside. "Oh, and about you sneaking off to rub one out, I won't tell Twilight, though I'm sure she'd understand. I noticed a stack of books on her desk aaaaalllll about us thestrals...and all of them were of a...very sexual nature. All about our breeding habits, mating rituals...stallion and mare thestrals' sexual anatomy and biology...yep. She probably knows more about your and my body than we know about ourselves."

Bade sighed in relief internally for Amaya letting him off the hook for sneaking off on-duty, but what she'd said also making him wonder just why Twilight had been reading about bat-ponies and especially why she'd be interested in their...sexual details. The mention of Twilight also brought up another subject he'd been meaning to discuss with her. "Amaya, what's with you hitting on Princess Twilight all the time by the way? You know it's against protocol to...to sexually solicit who you're charged with protecting!"

"Protocol, protocol, protocol...you sound like a broken record sometimes, you know that?" Amaya said, giving an aggravated sigh, "Look, Twilight told us to treat her like we would a fellow guardspony...so I am. "

"I...you mean you..."

"Yep, I hit other guards up for sex all the time in the barracks, and more often than not they accept. Just because you're a virgin still, and I'm not implying that's a bad thing, doesn't mean I or the rest of Equestria have to be. I don't see why it's a problem anyhow."

"It's a problem because Royal Guards are supposed to have some sense of decorum! We're supposed to be a step above the rest, we're supposed to be—"

"We're all just ponies Bade! Yeah, all of us royal guards? We're just ponies with simple wants and the same needs everypony else has, including those sexual! We mare guards go into heat just like any other mare, Royal Guard armor or not, and need to sate it just like them! We're not squeaky-clean paragons of justice, not the pure saints that the media makes us out to be! I just wish you'd could see how hard it is for a thestral mare who chooses to stay in the guard during her heat. How hard it is to control the urg—" Amaya nearly snarled as her wings flared out, finally fed up with Bade's seeming bad attitude against sex, before getting cut off.

"Stand down Amaya, that's an order!" Bade demanded, and instantly Amaya complied, her wings folding in again as she calmed herself down. It was harder than she thought it would be to though.

They walked in silence for a while after that, Amaya lagging a bit behind and pouting. Then suddenly, a thought came to her. "Is...is this about me flirting with Twilight? Cuz I'm not trying to steal her from you or anything! It's just that heat season's coming up and...well, she's a very attractive mare..." she asked, still not looking at him. As he looked at her, he saw that she was indeed quite upset, with this being the first time in years they'd snapped at each other over anything.

Bade mulled that over as they walked, considering just how he felt about that. "Well, it's not only that you're flirting with her, a mare you know I'm interested in and know is way out of my league, it's just...you're also breaking so much Royal Guard tradition by doing it. I mean, hitting on not only a Princess, but also the pony you're protecting...?"

Amaya snorted. "Yeah, and I say again, cuz Shining Armor didn't bag himself a princess either...but alright, fine, I'll take it easy on the flirting with her. To be fair though, I wasn't planning on being too romantic with her. Just a 'heat-buddies' setup or something...plus you're sure as hay not making any moves on her anyways..."

Bade wasn't sure if that made it better or worse that she was just planning on 'using' Twilight like that only to help her heat, but that last statement sure got him thinking. "Whatever, I need to get back to work. Go take your nap, I'll keep watch and get you up for your patrol." Bade said, more than a little anger in his voice as he walked away.

Amaya sighed as he left, knowing she'd screwed up and hoping that the hostility from her best friend was only temporary. Even still though, she couldn't help but think that she was doing nothing wrong in her mind. After all, it's not like she loved Twilight or anything...

Amaya halted in place as that thought crossed her mind. She didn't feel that way about Twilight after only knowing her for a few days, she thought, but she wasn't so sure anymore.

...did she...did she have feelings for Twilight?