Lust at First Sight

by BlakFyre

Rating: mature
Tags: My Little Pony: Friendship is Magic, Zecora, Romance, Drama, Spike, Random, Sex, Main 6
Length: 36768

Spike tries to give Rarity a love potion cupcake but Twilight eats it. She ends up falling for each of her friends and doing naughty things with them.

Spike attempts to win Rarity's heart with a cupcake that incites romance. But when that fails, Twilight ends up eating it. Now, being forced to fall for the first pony she sees, Twilight finds herself in some very precarious situations.

Warning: this story contains oral sex, tribadism, penetration, futa, and orgasms. Lots of orgasms:ajsmug:. If that's your cup of tea, then you came to right place. If not, then why did you click on this story in the first place? Hope ya'all enjoy ^^!

Published 2016-12-31 03:50:01 UTC
Last updated 2017-01-30 19:17:05 UTC

Lovers Desire

Spike checked off another option on his list. He had spent a good portion of that day coming up with ideas on how he was gonna win Rarity's heart tomorrow; Tomorrow was Hearts and Hooves Day. So Spike figured if there was ever a better chance for him to confess his love to Rarity, tomorrow was it. But he was having trouble figuring out how he was gonna go about it. He couldn't just simply walk up to Rarity and shout his feelings for her. It might freak her out. He had to come up with a more calm and subtle approach. Thing was, he wasn't sure what would work. He had considered sending her a love letter but that seemed a little cliché to him. Besides, he knew it was gonna take more than a bunch of mushy garbage scribbled on paper to win her over. It might earn him a kiss on the cheek, but he wanted more than that. There was always the option of approaching her doorstep and handing her a box of chocolates and a bouquet of roses but once again, that was too stereotypical for his taste. He could try to serenade her with a melodic tune, but he didn't know how to play any instruments. Not only that but he felt that his singing voice wasn't up to par. If necessary, he would even be willing attempt poetry. The problem was that he didn't have a way with words. Sure, he could get Twilight to assist him with it, but he was certain that Rarity would figure out that he didn't write it himself given that the vocabulary would consist of words that only Twilight would use. Having grown tired of shooting down his own ideas, he crumpled up the paper and tossed it into a nearby trash can. In his mind, he knew he needed an expert's opinion on the matter. So he decided to ask Twilight about it. Usually if he couldn't figure something on his own, Twilight would give him some friendly advice. Though she wasn't necessarily somepony to go to about love advice since she herself had never had a coltfriend before or even been on a date. But Spike was desperate and he didn't really have any other alternatives.

* * * * *

He traveled up the stairs and stopped in front of Twilight's bedroom before he knocked on the door. A short while later, he heard her tell him to come in, so he entered. The intelligent mare had been seated at her personal desk, taking part in her favorite habit of reading a book. Spike wished that he had the same thirst for knowledge that Twilight possessed. If he were well-educated, then he probably wouldn't have resorted to asking Twilight for help in the first place. But no, he was forced to seek help from the purple unicorn since he knew next to nothing about love. Twilight put a bookmark between the pages she was currently reading before she turned around to face her assistant.

"Hello my loyal assistant." She greeted warmly.

"Hey, Twilight." Spike responded. "I need advice."

"What kind of advice?" She asked with a curious look.

He paused for a moment before he answered. To him, it was incredibly embarrassing to ask his adoptive mother for advice on how to express your feelings to somepony you like.

"Love advice." He finally said, rubbing the back of his head.

"Oh." Twilight blushed, putting a hoof to her mouth. She never would've thought that Spike would come to her of all ponies about the subject of love.

"Well, I'm not sure I can help you there." She stated with an unsure look on her face. "I don't know a whole lot about love, except what I've read in books. But the emotions shown in them are usually very intimate and I don't think you're old enough to learn about "that" kind of love just yet."

"What?" Spike asked with a blush of his own. "I'm not talking about "that". I mean how to confess your feelings for somepony."

"Oops." Twilight replied, blushing redder than before. "Sorry I assumed. It's just that, since you're a growing dragon, I figured you were already curious about mares by now."

"I'm not planning on doing that with anypony. I just want Rarity to know how I feel about her." He explained.

"The best advice I can give you is follow your heart." Twilight spoke truthfully. "I'm sure whatever you decide to do, Rarity will accept it no matter what."

"That's the other thing I wanted to ask you." He mentioned. "Do you think you could use some kind of love spell to help better my chances?"

This question made Twilight frown. "Spike, you know magic doesn't always fix problems." She said sternly. "Magic shouldn't be used as a means to get another pony to like you. Granted, there is a spell for love, I'm not gonna cast it. Because 1. It's not the right thing to do, and 2. I don't want a repeat of what happened to Cheerilie and Big Mac with that love poison spell. I made that mistake once, but I won't make it again."

"I thought you might say that. But I thought I would ask anyway to see what your response would be." He said in a dejected voice. He already knew how Twilight would respond to that question, but it didn't hurt to ask just in case she gave a different answer than he expected.

"I know it's not easy expressing your feelings for somepony you like." Twilight sympathized as she wrapped an arm around his shoulders to comfort him. "I know that sounds weird coming from somepony who's never experienced love firsthand before. But I've known Rarity long enough to know that she likes sincerity. So if you stay true to yourself, she'll be more likely to give you her heart. I also know that she probably won't be too pleased if you chose to give her a love potion in order to gain her love artificially. Sure, she may tell you over and over again that she loves you, but we both know that'll be the potion talking. The point I'm trying to make Spike is that you shouldn't try to force her to like you back. If you truly want to know how she genuinely feels about you, you should come up with something heartfelt to do for her. I'm sure you can come up with something. You're a smart dragon."

He pondered her words for a while before he spoke. "Thanks Twilight." He said as he hugged her.

"Your very welcome, Spike." She replied, returning his gratitude.

As soon as they broke their embrace, Spike left Twilight's bedroom and descended the stairs.

"Twilight may not be able to help me, but I think I know somepony, or some zebra who might." Spike thought to himself wickedly.

* * * * *

Spike made the long, treacherous journey to the Everfree Forest, where Zecora's hut was located. Though it was stupid to go in the Everfree alone (considering all the horrible creatures that reside there) Spike made extra careful to avoid them at all cost. He eventually found the hut and made his way over. He knocked on the makeshift wooden door, looking around cautiously as he did. Even he knew that just because he was in front of Zecora's hut, that wasn't gonna stop one of the creatures from attacking him. He heard Zecora give him permission to enter, so he ran in quickly to avoid being outside for too long. Zecora was standing in front of a boiling cauldron that was filled with a bubbling light green liquid. She had a reputation when it came to potion-making, and she would regularly display why she was known for such a thing. It was then that Spike saw the witch doctress reach for a bottle that had a strange black powder contained inside. After opening the bottle with her mouth, she poured the mysterious substance into the cauldron. This caused the liquid inside to bubble rapidly and make a slight fizzling sound. Suddenly, a cloud of white smoke erupted from the pot before it quickly dissipated into the atmosphere. Spike was left wonderstrucken as let out a "whoa" at what he just witnessed. Zecora then turned around and approached Spike as she stood before him with a welcoming, yet curious disposition.

"Greetings young drake, what accommodations do you make?" She asked him cryptically.

"Well...." He hesitated. "I was wondering if you had any brews or elixirs for falling in love."

"They do exist, of course, but love should not be chemically forced." She stated in a matter of fact kind of tone.

"That's exactly what Twilight said." Spike grumbled to himself. "I know, but it's important. See, there's a really special somepony of mine that I really want to impress. But I'm not, what you would call, the most "charming" of dragons. I'm sure that if I gave her a love potion or something, she would return my feelings without a doubt. Please, Zecora. Hearts and Hooves Day is tomorrow. I just want her to reciprocate my feelings for just one day. One day is all I'm asking." He begged.

Zecora remained silent for a brief period before she gave him her answer. "While I don't condone this kind of behavior, I guess I will do you this favor." Was her objective response.

"Thank you so much Zecora." Spike said ecstatically.

"Not too far from this place, lies a plant in an almost hidden space." Zecora said informatively while turning her back on him. "Though they say this plant is where love is born, some think otherwise because of its thorns. This plant's name is Lovers Desire, for it can fill a pony with passionate fire. But I must warn you Spike, it may not be worth the dangerous hike. The plant is known to cause much grief, so you best not seek it if you want relief."

She turned back around to face Spike after she finished speaking, only to find that he had vanished. She then gave a heavy sigh.

"My warning to him was easy to discern, but I guess this is a lesson he will have to learn." She said pitifully as she went back to her brew.

* * * * *

Spike made sure to tread carefully as he ventured deeper into the Everfree. He was still trying to remain vigilant for any surprises. Stealth wasn't exactly a strong suit for him, but he could always hide if things got hairy. But hopefully it wouldn't have to come to that. He was here for one reason and one reason only: To get the plant that Zecora talked about and then make a swift exit. For obvious reasons, he didn't want to stay here any longer than he had to.

"Alright." Spike thought to himself. "If I were a love-inducing plant, where would I be?"

His thoughts were cut short by loud howling that sounded not too far from his position. He tensed up and sunk inside himself a little. That howl was all too familiar to the young dragon, and he didn't want to find the source from which it came from. He picked up his speed, opting for a brisk jog instead of a casual walk.

"I better find that plant soon if I wanna LIVE to see Hearts and Hooves Day." He thought fearfully.

He eventually stumbled upon a dimly lit area (well, dimly lit for the Everfree) surrounded by brush. In the middle was a small, red plant that was being protected by thorns. The plant looked like a heart with blades of grass around the edges of it.

"This must be the plant Zecora was talking about." Spike said to himself silently.

He approached it carefully since he wasn't sure what to expect. Remembering where he was, he knew that retrieving the plant wasn't going to be a cake walk. It couldn't be as simple as walking over to it and grabbing it. There had to be some kind of trap or something. He slowly crept up to the plant and lowered his hand to grab it. As his claw inched closer to the plant, he began to let his guard down.

"Maybe it is easier than I thought." He assured himself.

But as soon as his claw was mere inches away from touching the plant, the thorns around it lashed out and pricked his finger.

"Ow!" He yelped as he recoiled from the pain. He then put his finger in his mouth to see if it was bleeding.

"I knew it couldn't be that easy." He said with mild annoyance, internally angry for allowing himself to assume otherwise.

He tried to grab the plant at a different angle, but was once again pricked by the thorns. He shouted from the pain again, clutching his injured hand as he took a few cautious steps backward.

"Wait a minute?" He said skeptically.

He attempted to retrieve the plant a third time, but he made sure to go as slow as possible. Once he was an inch away from the thorns, they moved forward slightly as his claw drew closer. But when he pulled it back some, the thorns slunk back to their original position. He went for the plant again slowly, only for the thorns to move slightly toward his claw again as if saying: "If you come any closer, I'll strike!" It then dawned on him what was going on.

"The thorns are ALIVE?!" He asked aloud in disbelief. "No wonder they prick me every time I get too close."

Spike decided that since the plant was going to resort to its natural defense mechanism, he was going to resort to his own. He then began to breathe fire on the thorns. This proved effective as they shriveled up from the flames. Proud with his work, he took the time to gloat over his victory.

"I guess when all else fails, I've got my fire breathe to rely on." He bragged.

He tried to grab the plant once more, thinking he had it this time. But the thorns quickly regenerated themselves and jabbed his claw again. He jumped back from a combination of shock and pain. It then occurred to him what he had to do.

"I'll just have to burn the thorns and grab the plant before they can regenerate themselves." He said stoically.

He then spit fire on the thorns again, causing them to shrivel up once more. This time he was able to grab the plant before the thorns could stop him. He held the plant up victoriously.

"Got it!" He said triumphantly.

He then heard another howl that sounded closer then before. He clamped a claw over his mouth and tiptoed away from the area. Once he was sure that he was out of earshot, he bolted for the entrance to the Everfree.

"Probably should've waited until I was out of harms way before I celebrated." He said, mentally kicking himself.

* * * * *

Not slowing down, even after he had made it back home, he ran into the kitchen and stopped so he could catch his breath. Huffing and puffing, he sat down on the kictchen floor and tried to slow his breathing. After his heart stopped thumping in his chest, he went up stairs to see what Twilight was up to. Knowing her, she probably still had her face buried in a book. Spike was preparing to knock on the door when he heard faint snoring coming from behind it.

"Is she asleep?" He asked himself.

To verify his assumptions, he opened the door wide enough to peek inside her room. He looked over at her desk and sure enough, there she was, sitting motionless in her chair with her head down.

"Awwww." He cooed. "She tuckered herself out. I think it's best if I let her sleep." He said as he closed the door quietly.

He crept back down the stairs softly, so as to not wake Twilight. He went back into the kitchen and picked up the plant.

"Alright, now that I have this thing, how am I going to present it to Rarity?" He contemplated out loud.

He still hadn't come up with an idea of what he was going to do tomorrow. He then noticed his surroundings and an idea hit him.

"They say the fastest way to a stallion's heart is his stomach, but who said that it can't work the opposite way."

He then started gathering up some cooking ingredients and utensils.

"If I can't wow Rarity with my charm, then I'll have to wow her with my awesome culinary skills." He stated passionately.

An hour later, he wiped his brow and marveled at his masterpiece: a red velvet cupcake. He chose to crush the Lovers Desire and bake it into a sweet, delectable treat. He was sure the cupcake alone would make Rarity fall head over heels in love with him. But just in case the cupcake didn't, the special surprise baked into it would. Deep down, he didn't want to have to use magic to win Rarity's love. But he was convinced that he only needed it to increase his chances. He was so caught up in his thoughts that he didn't even hear Twilight sneak up behind him.

"Whatcha ya got there, Spike!" She asked loudly.

Spike screamed girlishly as he almost leaped out of his scales. He grabbed his chest as he turned around to face Twilight.

"Don't scare me like that Twilight!" He scolded her. "You know I get frightened easily."

"I just couldn't resist, Spike." She laughed. "You made it too easy for me."

"I'm sure I did." He said while rolling his eyes. "To answer your earlier question: I was making a cupcake." He affirmed, gesturing to the cupcake behind him.

"Mmmm. Sounds delicious." She said with elation . "Who's it for?"

"Who do you think?" He asked plainly. "Who's the one pony in town I actively show infatuation towards?"

"I see." Twilight nodded, understanding who he was referring to. "So you finally came up with a non-magical way to impress Rarity?"

Spike gave a nervous frown at that statement. He didn't want Twilight to find out that he dismissed her advice and used magic anyway. So he just decided to go along with Twilight's ignorance. What she didn't know wouldn't hurt her, right?

"Yup." He replied quickly. "I took your advice to heart and didn't use magic in any way, shape, or form. That's right. No magic here. Just a good old fashioned hand crafted delicacy." He finished with a nervous smile.

Twilight raised an eyebrow at him skeptically. "Spike, you're not lying to me are you?" She asked him dourly.

"No." He gulped.

Twilight stared at him intently for a while, trying to detect any signs of untruthfulness. Something about his body language and the way he was smiling made her very suspicious. She swore she could see him sweating bullets. As a matter of fact, he WAS sweating profusely. All the signs pointed to him not telling the truth. Spike's resolve was starting to crack the longer Twilight eyed him. Judging by the look on her face, he deduced that she was piecing it all together. It was only a matter of time before she called him out on it. But right before he was about to come clean, Twilight said something that he didn't expect.

"I believe you, Spike." She finally said. "I've known you long enough to know that you would never lie to me. You're my faithful assistant. I trust you more than any other pony I know, even the princesses." She added before leaving the kitchen.

Once she left, Spike breathed a sigh of relief.

"For a second there, I thought she had me found out. Guess I'm better at deceiving that I thought." He concluded proudly.

Just as he finished that sentence, Twilight popped back up in the doorway, frightening him again.

"Didn't mean to scare you again." She apologized. "But I was wondering what kind of cupcake that is."

"Uh, red velvet." He responded. "Why?"

"Oh." Twilight said discouragingly. "Welllllll. Here's the thing, Spike: Rarity...doesn't like red velvet. Not anymore at least."

"What?" He asked with a shocked expression. "Why not?"

"She said something about it being too sweet and not wanting to gain weight." Twilight answered.

"So, you mean to tell me I went through all the trouble to make this for nothing?" He asked with outrage thick in his tone.

"I'm afraid so Spike." Twilight shrugged. "But don't worry. I'm sure you'll find somepony else to give it to tomorrow." She suggested.

"No. The one pony I wanted to give it to doesn't even want to accept it." He said depressingly. "I'll probably throw it away or something tomorrow morning. I'm going to bed." He added as he dragged his feet up the stairs.

"If it means anything Spike, I would've gladly accepted the cupcake if you offered it to me." Twilight said in an effort to cheer him up.

"Thanks, Twilight." He remarked glumly. "That makes me feel a little better." He said as he continued up the stairs.

* * * * *

It was now almost completely silent in the house, save for the breathing of the two snoozing occupants. Spike and Twilight were blissfully asleep in their respective beds. Spike tossed and turned a couple of times until he found a good position. Twilight had been laying face up with her head turned to the side. Eventually, her eyes fluttered awake. She stretched before she got out of her bed and trotted over to the window. She looked out of it and gazed at the night sky. The moon hung lazily in the sky while the stars shone brightly all around it. After a few minutes of star gazing, she trotted out the room and headed downstairs. She made her way over to the bathroom and closed the door behind her. Once she finished doing her business, she exited the room. She stopped on her way to the stairs and stared into the kitchen, noticing the cupcake on the counter. She trotted over to it and stared down at it.

"Guess Spike forgot to store it in the fridge." She figured.

Unbeknownst to Twilight, her stomach had been growling. Once she realized it, she couldn't help but blush.

"Heh. I must have been so caught up in my reading today that I forgot to eat something." She said with an embarrassed smile.

She then looked at the cupcake and noticed just how appetizing it looked.

"I mean, I am hungry." She thought. "Plus it looks pretty enticing right about now. And Spike said he was probably gonna throw it away anyway. It just seems wrong to let a treat like this go to waste."

"I'm sure Spike won't mind if I help myself. I'll just leave him a letter in the morning and everything will be fine."

In the blink of an eye, Twilight gobbled up the cupcake and gulped it down swiftly, giving a small burp afterwards.

"Guess I was hungrier than I thought." She said with a deep blush.

After excusing herself, she trotted back upstairs and into her room. As she slid into the covers, she gave a content sigh before slowly falling back asleep.

A Different Kind of "Pie"

As night had finally turned to day, the sun beamed brightly in the morning sky. Ponies were getting out of their beds and preparing to start the day. And Spike was no exception. He rubbed his eyes drowsily and sat up in his basket. After yawning and stretching, he got out of bed and went downstairs. He was gonna hold true to his promise of getting rid of that cupcake this morning. But he went wide eyed as he entered the kitchen to find that the cupcake was missing.

"Where is it? Where is it?!" He panicked.

He looked at the plate that the cupcake once sat upon and saw a note. Intrigued, he picked up the letter and read it to himself.

Dear Spike,

I assumed you wouldn't mind, so I kinda helped myself to your cupcake. It just didn't seem right to let it go to waste. It was delicious, by the way, you really outdid yourself this time.

Sincerely, Twilight

Spike's pupils shrunk to the smallest size they could go, for a sudden realization hit him.

"Oh no" He uttered trepidatiously. "I knew I should've thrown that thing away last night. Now Twilight is gonna fall in love with a random pony she sees. And it's all my fault."

He crumpled up the note and threw it in the garbage before running towards the front door.

"I've got to hurry up and find Twilight before something happens to her." He said as he sprinted out of the house.

* * * * *

Twilight could seen trotting merrily through town, not really paying attention to anypony in particular. She was going to check up on the preparations for the party later today. Pinkie had planned a Hearts and Hooves Day party a week in advance to give all of her friends a chance to decide what they were gonna bring to the party. She was gonna bring an assortment of things that one would typically see at a party like balloons, party favors, etc. Rainbow Dash was bringing a boombox for musical entertainment. Applejack was bringing various apple dishes and desserts. Fluttershy was bringing refreshments. Rarity said her presence alone was a good enough gift. Twilight didn't have to bring anything since she was hosting the party. Her job was to check up on her friends and see how their respective duties were coming along. She decided to visit Pinkie first to see how things were going with her. As she approached the entrance to Sugarcube Corner, she felt an odd sensation throughout her whole body. It was as if her muscles had gone numb and were starting to tingle. But she shook the feeling off and entered the building. The place was live with activity as ponies filed in and out of the establishment. Twilight foresaw that they were gonna be busy today. It was Hearts and Hooves Day after all. Ponies were most likely getting some desserts for the occasion. She trotted over to the counter to see Pinkie bent over behind it as if she were trying to retrieve something. Once she had noticed Twilight, she immediately popped up and greeted her.

"Hey Twilight!" Pinkie greeted happily.

Once Pinkie made eye contact with her, Twilight's whole demeanor changed. Her mouth curved itself into a smile. Her eyelids became half-lidded and fluttery. She just felt more comfortable, more...vulnerable around Pinkie. It was like Pinkie was a completely different pony to her now. She didn't see her as the usual hyperactive, goofy mare that she was. Rather, as more mature and well-rounded. And it got Twilight's blood pumping. But in her daze, she didn't realize Pinkie had been trying to get her attention.

"Yoo-hoo. Equestria to Twilight, do you read me?" She joked.

"Huh?"

"I said if you need something, you're gonna have to be quick about." Pinkie informed her. "I don't think that line of ponies behind you want to wait any longer then they have to." She added, gesturing to the line behind Twilight.

Twilight turned around and, much like Pinkie said, there was indeed a line of ponies standing behind her impatiently.

"Heh heh, sorry about the hold-up." She apologized to them. "Anyway I wanted to talk to you about something important." She spoke to Pinkie in a deep, sensual tone.

"How important?"

"Too important for anypony else to hear." Twilight replied while fluttering her eyelashes.

"Ummm, o...k." Pinkie said, feeling a little uncomfortable with Twilight's tone. "I guess I have time for a quick break."

"Trust me. There won't be anything "quick" about it." Twilight hinted.

"What?"

"Ohhhhh, nothing." Twilight responded, rolling her eyes with a smile.

She then trotted upstairs and gestured for Pinkie to follow her. Pinkie put a "out to lunch" sign on the counter and followed Twilight upstairs. But little did she know of Twilight's true intentions. The party pony followed her smart friend without truly knowing what she had in mind. Twilight found herself smiling, for she knew exactly what she had in store for the pink mare; And she was just dying to put her plan into action. Pinkie opened the door to her room to find Twilight sitting on her bed in an uncharacteristically seductive manner with her legs crossed and a lust-filled grin to boot. Pinkie could tell that something was different about Twilight today.

Her friends would always assume that she was blissfully unaware of things since she had a habit of laughing and making jokes about the situation they were currently in, but she did have some deduction skills. She could tell that Twilight's body language and speech patterns were contradictory with how she usually is. Not only that, but the fact that she was sitting on Pinkie's bed in such a manner with that lustful stare raised even more red flags for the pink pony. But for the time being, she cast those thoughts off to the side. They were about to speak in private anyway so if she felt that Twilight was truly not acting like herself today, she could talk to her about it. She was about to join Twilight on her bed when the purple unicorn put up a hoof to stop her.

"Could you close the door please?" She asked in a kind tone. "I want this chat to be between just the two of us."

Pinkie did as her friend asked and closed the door behind her.

"So what did you want to talk about?" She asked, wanting to cut right to the chase.

"Us." Twilight said erotically as she got off of Pinkie's bed and trotted up to her.

"Us? What do you mean by u-" Pinkie started to say, but was cut off by Twilight suddenly kissing her on the lips.

Her eyes widen as the purple unicorn’s lips latched onto her own. Twilight sighed deeply as she kissed the pink mare with impassioned vigor, wrapping an arm around Pinkie's waist and another around the back of her neck. If Twilight hadn't been holding her at that moment, Pinkie would've certainly keeled over from the amount of shock she was currently feeling. As far as she knew, Twilight didn't previously have these kinds of feelings towards her (or if she did, she never showed it). Her confusion grew further when she realized that the purple unicorn was now rubbing her back as well as stroking the scruff of her neck.

She could feel Twilight's tongue try to force its way into her mouth but she kept her jaw closed and her teeth shut to impede its entry. It didn't matter to Twilight however as she tilted Pinkie's body backward and pushed her lips onto the pink mare's harder. Being at this angle, Pinkie had no choice but to drape her arms around the purple pony's shoulders so that she didn't risk dropping to the floor. Given the unpredictable nature of this situation, Pinkie wasn't sure how to react to this. Her brain was sending her mixed signals with part of it wanting to break away from the purple mare's embrace, but the other part wanting to hold Twilight close and let the intelligent pony do as she pleased.

Her heart started to pump faster and beat against Twilight's chest with Twilight's heart doing the same to Pinkie's. They seemed to beat concurrently like a well-timed drum. Pretty soon, Pinkie felt her breathing accelerate as an intense heat built up inside herself. But her hotness was unparalleled to Twilight's since her body was burning just as much as Pinkie's. Despite this, Pinkie wasn't sure if it was Twilight's romantic gesture or her own nerves that were causing her body to react in such a way. But she knew one thing was certain: it craved more. It was then that Pinkie finally shoved Twilight away while panting heavily.

"Why...did you kiss me?" She asked breathlessly.

"Cause...you look so cute, that's why." Twilight said, also out of breath.

"You really think so?"

"I thought so the moment you looked at me from behind the counter." Twilight revealed as she trotted up to her friend and put a forehoof on her cheek. "To tell you the truth, I wanted you to take me right there on the counter. But I didn't feel like giving the customers a show. No, I wanted you all to myself. Just the two of us. So I figured we should do it in your room so that we could have some privacy."

"But I'm not a lesbian though." Pinkie remarked as she stared at her friend with a furrowed brow.

"You don't have to be to enjoy it." Twilight stated knowingly as she started kissing Pinkie's cheek.

All of a sudden, Pinkie jumped back from her friend while wearing a look of distress upon her face.

"I don't think I'm ready for this just yet." Pinkie said uncertainly as a blush formed around her cheeks. "Not physically or mentally."

"Are you sure about that?" Twilight asked in a playful manner. "Because your body is telling me the opposite right now. It's just begging me to partake in it. The only thing I need now is your consent." She continued as she advanced towards her friend.

Pinkie slowly backed away from Twilight with fear present in her eyes. Her suspicions about the intelligent mare were proven correct. Twilight definitely wasn't acting like herself right now. But the thing that scared her the most were Twilight's plans with her. There's no telling what she had in mind, and it made Pinkie all the more anxious. She eventually had no place to go as she hit a wall with Twilight pressing herself against Pinkie and sandwiching her against the wall. She stared deeply into Pinkie's eyes, almost as if she were looking into her soul while she planted her forehooves on the wall with Pinkie's head trapped in between them. She was smiling at the pink mare devilishly like a predator that just captured its prey. Pinkie attempted to push Twilight off of her but with no luck. Twilight showed an extraordinary amount of strength that Pinkie didn't even know she possessed. She then lowered her head and pressed her snout to Pinkie's stomach, causing the party pony to shake internally. She then trailed it up Pinkie's body, inhaling the pink mare's aroma as she did. As she closed her eyes, she let out a long sigh of contentment.

"You smell like a freshly baked cake." She whispered into Pinkie's ear, her breath hot with anticipation.

Pinkie was growing more and more unsettled as time went by. Her eyes darted all around the room, looking for a potential exit once she had managed to put some distance between herself and Twilight. She racked her brain for a quick way to move past the sultry unicorn, but was drawing a blank at the moment. Twilight could sense Pinkie's anxiety and tried to relieve her friend's steadily growing fear.

"There's nothing to be afraid of." She purred. "I only want to give you a memorable Hearts and Hooves Day experience. And don't worry: I promise I'll be gentle." She added as she caressed the pink mare's face with her left forehoof.

Pinkie continued to squirm in an effort to wriggle away from her longtime friend, but Twilight undoubtedly had her pinned against the wall and showed no interest in moving anytime soon. Her options were very limited and time was slowly becoming of the essence as Twilight became desperate to goad the party pony into having sex with her.

"Please Twilight." She begged. "Don't do this. You're not thinking clearly."

"Oh I know exactly what I'm thinking Pinkie." Twilight assured her. "I'm thinking about what I plan to do with you first."

All these events were causing Pinkie's heart to beat so loud, it made her eardrums ring. She could feel herself starting to accept Twilight's advances. The longer she stared into the purple unicorn's eyes, the more she wanted to tackle her onto the bed. She began to take slow, shaky breaths as lust flooded her system. And to make matters worse, she could feel an unmistakable tingling sensation in her loins. It was only a matter of time before she fully gave into the urges. Her train of thought was cut short by a warm snout brushing up against her neck which made her freeze where she stood.

"Since you smell like cake, I wonder if you taste like one too." Twilight pondered before she opened her muzzle and ran her tongue up Pinkie's neck.

As if on impulse, Pinkie smashed her forehead into Twilight's with blunt force. The purple unicorn staggered backwards, having been stunned by the sudden attack. After shaking off the pain, Pinkie made a break for the door but Twilight recovered from the headbutt sooner than Pinkie expected. Her horn lit up as she cast a spell on the door, causing it to become locked. Twilight's magic proved to be faster than Pinkie's sprint as she grabbed the doorknob just moments after the spell connected. Now with the door locked and Twilight only a few feet away, Pinkie leaned her back against the door while she contemplated her next move.

"I'm sorry for headbutting you Twilight, but you left me no choice."

"I don't mind." Twilight replied with a salacious grin. "I like a mare who's not afraid to get a little rough."

Right after she said this, Twilight leaped towards Pinkie. Acting on pure instinct, Pinkie tucked her knees into her chest and rolled out of the way, just barely managing to dodge the horny unicorn. Twilight prevented herself from slamming into the door by using her forehooves to catch herself. She then swiveled around to face her captive friend while putting on a smile that can only by described as sickly-sweet.

"That was pretty impressive." She commented in an almost manic tone. "But you can't fend me off forever."

"Twilight, I know you're in there somewhere." Pinkie stated in a confident manner. "You have to fight this. This isn't the real you. The Twilight I know would never do something like this. So if you can hear me in there Twilight: fight back! Don't allow this new personality to overtake the one you've had ever since you met me and the girls. Please, I'm begging you. I want the old Twilight back. I want my friend back."

Pinkie's words somehow seemed to cause something to stir inside the purple mare as she clutched the sides of head and fell onto her knees. It was as if something was trying to awaken itself within her. She could be heard grunting and straining as she squeezed her temples and shook her head to try to combat these sexual urges. Pinkie noticed this and began to encourage her.

"That's it Twilight, you can do it. Don't let your desires control you. Push them away and go back to your normal self."

Twilight then got back to her hooves and stood stock still with her head down, her mane covering her eyes. Pinkie stared at her with a hopeful expression as she approached her friend. She was certain that her words brought Twilight back. But in the event that they didn't, Pinkie made sure to keep her guard up. She stopped a few inches in front of the purple pony.

"Twilight?" She asked, hoping that she would get a response.

But Twilight stayed perfectly still and didn't answer her friend.

"Twilight?" She asked again as she outstretched a hoof to touch her shoulder.

In the blink of eye, Twilight's head shot up. She stared at her friend with wide eyes while still wearing that overjoyed smile from earlier.

"I'm sorry but the pony you are trying to reach is unavailable at this time. Please leave a message after the tone." She said in a robotic tone before making a beep sound with her mouth.

Pinkie stepped back and gawked at her friend with a look of horror on her face. She was too late. The smart, friendly mare that she once knew was gone and replaced by this vixen.

"And by the way, I can't go back to normal if I never changed in the first place." Twilight divulged.

She then lunged at Pinkie yet again, only for the party mare to dodge out the way and use her bed as a springboard to land on the opposite side of it. Twilight smiled wickedly as she jumped on the bed and stared at Pinkie with seductive eyes.

"There's room for two in this bed Pinkie." She offered as she made a "come here" gesture with her right forehoof. "And neither of us is going to be sleeping."

She then leapt at Pinkie once more. The pink mare jumped in the air at the last minute, dodging the purple unicorn's pounce. Thinking fast, she used Twilight's back as a launching pad and sprang onto the bed. Growing tired of Pinkie's reluctance, Twilight finally decided to stop playing around. She fired up her horn and spun around to face the pink pony. As Pinkie attempted to jump off her own bed, Twilight's magic grabbed her by her right ankle and held her in place. She made a futile effort to crawl off her bed, but Twilight had her trapped in her magical grasp. She didn't even bother to try and leap at Pinkie this time since she knew she had her right where she wanted her, choosing instead to casually climb onto the bed and mount Pinkie's back. Pinkie tried to buck Twilight off her back but once she was able to get her legs underneath herself and began to push upwards, Twilight put her full weight down on the party mare's back, effectively forcing her down onto the bed. She struggled, kicked, and flailed, but nothing seemed to be working. Twilight leaned in and got right next to Pinkie's ear.

"I told you that you couldn't keep me away." She whispered while wearing an arrogant smirk on her face.

She then rolled Pinkie onto her back and got on top of her, making sure to hold Pinkie's arms down just in case she tried to put up a fight again.

"I was gonna take things nice and slow like I promised, but then you had to go and make things difficult by avoiding me." She stated with a pout. "And it's a shame too because I had a TON of stuff planned for you, but I can tell that you're very antsy right now so I'll just get right down to business."

She then placed her lips on Pinkie's chest and began to kiss it with an immense amount of fervor, much to the pink pony's dismay as she struggled to get her arms free since the feeling of her friend's lips passing over her body was making her extremely uncomfortable. But Twilight kept her firmly in place as she continued her romantic assault. While planting kisses on the party mare's body, she also took the time to generously lick the fur on Pinkie's belly. Pinkie felt herself tremble as the purple unicorn's tongue slowly explored every inch of her upper body, never once ceasing in its venture. She could feel her willpower deteriorating rapidly as her uneasiness was at an all time high. These feelings only increased the longer this dragged on. After a while, the pink mare had steadily begun to give up on trying to escape.

Her body started to loosen up and was actually giving into Twilight's advances. Her mind became clouded with thoughts of what Twilight was planning on doing to her. She couldn't explain it but there was something about being held down and taken over that was turning her on. And her body being kissed as well as licked relentlessly was greatly contributing to that fact. Her struggling slowed down significantly as she stopped trying to get free. Laying her head down on the bed, she closed her eyes with soft exhales emerging from her mouth. Twilight could that tell that Pinkie was beginning to allow her passage so she let go of her arms and placed her forehooves on the bed. She then started to move her kisses upward until they were on Pinkie's neck. Having finally let herself go, Pinkie put her arms around Twilight's neck, pulling the purple unicorn as close to her as she could. Her sighs became more frequent as Twilight smooched along the side of her neck while occasionally giving her left ear a forceful bite, causing Pinkie to yelp sensually. The intelligent mare then moved her hindlegs from either side of Pinkie and let the party pony wrap her own hindlegs around Twilight's waist.

The two of them stayed in this embrace, the both of them finally getting on the same page. The room faded into white noise as both ponies drowned out the world around them. There were no customers downstairs waiting patiently for the baker to return and provide them service. No bosses to come banging on the bedroom door wondering what their employee was doing. Nopony else was here except them. Just these two mares having a beautiful moment together in a world where nothing else mattered. The love these two were sharing right now was the most important thing. It was then that Twilight pulled away from Pinkie and looked her straight in the eyes with Pinkie doing the same, bringing them both back to reality.

"Now do you see what my intentions were?" She asked. "I wasn't trying to force myself on you. I just wanted to show you a good time."

"I understand that now." Pinkie replied with a nod. "I honestly don't know what I was so afraid of. This feels fantastic!"

"So, are ready for more?" Twilight asked in a lustful tone as she narrowed her eyes at the pink pony.

Pinkie responded by pulling Twilight into a kiss for a few seconds before breaking it to speak briefly.

"Until my lunch break ends: my body is yours." She said before resuming their kiss.

Being given the go-ahead, Twilight wasted no time as she indulged Pinkie by grinding her lower body against her, earning muffled moans from the pink mare. A sea of pleasure washed over both mares, causing them to groan into each other's mouths. Despite being a virgin, Twilight had a good idea of what she was doing since her humps were slow and forceful. Since she was a newbie when it came to something like this, she figured it was better to start out slow and then pick up speed gradually. Doing this would not only allow herself to initiate and maintain a steady pace but also help herself (as well as Pinkie) to get use this feeling. This experience was new to Pinkie as well since she had never been with another pony prior to this. All she knew was that her body was on fire, and she loved it! Her soft gasps quickly turned into full-on moans as Twilight continued to thrust into her with considerable effort. Each time their slits touched, it sent shockwaves through both of them. At this point, Twilight decided to break their kiss so that she and Pinkie could cry out freely.

"I want you to tell the world how much you like this. Scream it to the high heavens!" She cried as she threw her head back and let out a blissful whine.

"Oh-oh. Oh Celestia!" Pinkie stuttered before screaming out the rest of her sentence. "Don't stop, Twilight." She begged as she dug her forehooves into the purple unicorn's back.

The bed creaked loudly as it shifted to and fro due to the movements of the two ponies occupying it. But it was quiet compared to the shouts of venereal delight coming from Twilight and Pinkie, whose cries were becoming more audible by the second. Twilight could be heard grunting from the exertion she was putting behind her grinds. She wasn't use to this much physical strain before but she was holding up quite well given that fact. Pinkie, on the other hand, was practically breathless by this point in the act from her constant moans. After a while, their pussies were starting to leak onto the bed. Pinkie shuddered a little as a few drops of Twilight's cum dripped onto her crotch, the feeling sending a chill up her spine. Even though they were roughly the same size, Pinkie somehow felt small and fragile underneath Twilight's frame. Though the purple mare's body may have been slim and petite, the way she was dominating Pinkie right now made up for that. Pinkie let herself be vulnerable as Twilight continued to ride her. Their lower lips touched each time Twilight thrusted forward, and it was making Pinkie's body writhe with overwhelming pleasure.

"Faster. For the love of Luna, faster!" Pinkie gasped.

Twilight accepted Pinkie's request and began to hump a little bit faster now. This drove Pinkie wild as she started to arch up to the rhythm of Twilight thrusts.

"You're too good at this, Twilight." The pink mare said before a guttural moan escaped her lips. "I thought you were a virgin, too."

"I am." Twilight responded, giving a loud groan of her own afterwards. "But when you read as many books as I do, you learn a few things." She said with a wink.

"Well, put that knowledge to good use and keep railing me." Pinkie remarked before she gritted her teeth and sighed lustfully.

After some time of nonstop activity, both mares were reaching the homestretch. Their breathing had become short and labored as they moaned loudly each time their bodies connected and separated. Pinkie was still clutching Twilight's back tightly, pressing the purple unicorn's body closely to her own as her eyes were rolling into the back of her head. They were the eyes of a mare who was desperate for release, and wouldn't be satisfied until it was achieved. Twilight had pushed her face into the pink pony's mane with its scent being that of cinnamon which felt warm and inviting, leading her to bury her face in it even more. She could feel a cold dampness on her face since the party mare's once poofy mane had become droopy and matted down from sweat. Both mare's could sense an intolerable amount of warmness being produced in their lower abdomen, and their bodies were ready to expel it. They could feel their orgasms getting closer and closer with each passing second.

"Oh Celestia, yes." Pinkie sighed lubriciously in the purple mare's ear. "I'm almost there."

"Me too, Pinkie." Twilight remarked before letting out a deep moan.

"Here it is: I'm cumming!" Pinkie screamed.

"I'm cumming, too!" Twilight shouted as she gave one final thrust.

After they said this, the warmth that they were both feeling previously spurted out of their bodies simultaneously and splashed onto the bed. Twilight and Pinkie cried out as their climaxes rocked their bodies. Twilight, having finally expended what remaining energy she had left, collapsed on top of Pinkie as their juices continue to leak onto the bed. Thier climaxes having finally subsided, the two of them were utterly spent from their activity. Huffing and puffing, Twilight and Pinkie layed there in a tired embrace.

"You. Were. AMAZING!" Pinkie said breathlessly.

"I know." Twilight replied in a breathless tone.

In that moment, Twilight immediately came to her senses, rubbing her head with confusion as her vision blurred for a moment.

"What just happened." She mumbled once she had regained her sight as well as her mental state.

Upon looking around, she had noticed that she was in Pinkie's room. This piled onto her already enormous sense of mystification for this wasn't the last place she remembered being in. The last thing she recalled was entering Sugarcube Corner and being greeted by Pinkie. But her perplexment became more apparent when she looked down and saw Pinkie staring back at her, looking very worn-out. The purple unicorn could guess the reason for this but may have gotten the answer when she found herself to be exhausted as well. An to top it all off, she realized that her neather regions were undoubtedly moist for some reason. It didn't take her long to put all the pieces together and come up with a plausible theory of what occurred. It was at this moment that Pinkie decided to speak up and give the intelligent mare the full details.

"You rocked my world! That's what happened!" Pinkie answered excitedly.

"Wait? We didn't do it, did we!?"

"Oh, but we did." Pinkie confirmed. "And the evidence is underneath us." She informed her, pointing to a large stain on the end of the bedspread where they laid.

Twilight looked at it in horror as that wasn't the answer she wanted to hear. She then turned to Pinkie with anxiety plastered across her face.

"Pinkie, you have to promise me that you won't tell the others about this." Twilight pleaded.

"Cross my heart, hope to fly, stick a cupcake in my eye!" Pinkie responded with her signature Pinkie Promise.

"Thanks, Pinkie. I'll see you later." Twilight said as she leapt off the bed and ran out of the room.

Pinkie then got off her bed and pulled the sheets off of it.

"This is one Pinkie Promise that I may have a hard time keeping." Pinkie smiled as she carried the bedspread to the washroom.

Taste Like Apples

Pinkie had just thrown her bedspread back over her bed and was tucking in the sides. She figured that maybe she and Twilight had a little too much fun. But Pinkie didn't mind. She still couldn't get over the way Twilight took control like she did. It made her heart skip a beat. Just as she had finished remaking her bed, Spike burst into her room with a manic look on his face.

"Pinkie, was Twilight over here?!" Spike asked breathlessly. "I asked some ponies around town and they told me that she had been here."

He was out of breath because he ran all the way here without stopping.

"Yeah. She was." Pinkie replied. "But you're a little late because she left 4 minutes ago."

"Dammit." Spike cursed. "Do you know where she went?"

"Nope." She shook her head. "After our little....chat, she left without saying another word."

"Well, thanks anyway Pinkie." Spike said quickly as he sprinted out of the room.

Once Spike left, Pinkie trotted over to her window and looked out at the town absent-mindedly.

"Hopefully, me and Twilight can meet up at the party and have some more fun together." Pinkie said with a euphoric expression on her face.

* * * * *

Twilight's next stop was Sweet Apple Acres. She was gonna check up on how Applejack's food was coming along. She still couldn't quite wrap her head around that whole mess with Pinkie. Why did she just suddenly find herself on top of Pinkie? What compelled her and Pinkie to make love? And most importantly, why couldn't she remember any of it?! All these questions and more flooded Twilight's mind as she knocked on the front door to the house. A few moments later, a pony came to the door who Twilight wasn't expecting. It was Applejack's sister, Apple Bloom. Twilight looked down and smiled at the little filly.

"Hi Twilight!" Apple Bloom greeted.

"Hey Apple Bloom." Twilight replied. "Is your sister here?"

"Yeah. She's in the kitchen makin food for the party ya'll are havin." She said, gesturing to the kitchen.

"Can I come in and talk to her?"

"Course ya can." Apple Bloom beamed as she stepped aside and let Twilight in.

Twilight entered the house and headed straight for the kitchen. She poked her head into the doorway and peered inside. Applejack was standing in front of the counter, swaying her hips slightly and humming a tune as she opened the oven and pulled out the pie she had been baking. She then inhaled the aroma of the pie, letting a satisfied grin creep across her face. The scent of a freshly baked pie always gave her a pleasant feeling.

"Now that there is a right fine pie, if ah say so mahself." Applejack complemented herself.

"Don't pat yourself on the back too hard." Twilight spoke as she emerged from out of the doorway.

Applejack spun around at the sound of Twilight's voice and greeted her. "Howdy there, Twi."

Just like earlier with Pinkie, Twilight changed the moment Applejack looked her in the eyes. She possessed the same look and demeanor she had towards Pinkie. She had found her next playmate. "Hey Applejack." Twilight responded. "How's the baking coming along?"

"Ah'm bout halfway done with it all." Applejack stated. "But I've still got a few more things to put in the oven while it's still burning."

"My oven is burning right now. And only your tongue can cool it down." Twilight said to herself suggestively.

"Beg yer pardon?" Applejack asked as she had overheard Twilight.

"Nothing." Twilight said, feigning ignorance. "Applejack, I wanna ask you something?"

"Ah'm listening." Applejack said.

"Is it hot in here?" Twilight hinted.

"Ah guess it is just a little bit." Applejack said as she wiped her brow. "Could be all the cookin ah've been doin."

"Well, I can make it hotter in here." Twilight said seductively, getting muzzle-to-muzzle with Applejack.

"What exactly are ya'll gettin at Twilight?" Applejack asked nervously as she took a step back from the purple unicorn.

"You've been working hard today. So you deserve a reward. You know how the saying goes. Work hard, play hard." Twilight said as she wrapped her hooves around Applejack and pulled her close.

Not liking where this was going, Applejack decided to let Twilight down gently. "Ah hate to break it to ya Twi, but my barn door don't swing that way." Applejack asserted. "If yers does, ah'm fine with that, but mine don't."

"Come on." Twilight said persuasively. "You mean to tell me you never once dreamed about what it felt like to have another mare enter your barn?"

Applejack thought about it for a moment before she answered. "To be honest with ya, maybe once or twice. But ah would never act on it." Applejack replied honestly.

"I would though." Twilight said as she began to run her hooves over Applejack's rump, which made Applejack jump. "Just the thought of another mare going down on me gets me going."

Applejack was quickly becoming disgruntled with how Twilight was perturbing her in this situation. The purple mare was clearly trying to make a move on her, but Applejack wasn't interested in returning those feelings. She was a straight mare and wanted to keep it that way.

"Ah don't appreciate ya tryin to advance on meh, Twilight." Applejack said sternly. "You of all ponies should know that I take my sexuality seriously."

Twilight merely smirked at her in response to this. "No one ever said that you had to be gay to do gay things. You can still do stuff like this while maintaining your sexuality." She said logically.

"But Ah don't wanna do this." Applejack replied sharply. "This kind of stuff don't interest me at all."

"How do you know if you've never tried it?" Twilight reasoned with a sly expression.

Applejack was about to argue this, but stopped herself because she realized that Twilight had a point.

"Guess ya got me there, Twi." She admitted.

"Let me show you what you've been missing out on." Twilight said as she placed her left forehoof over Applejack's mound.

Applejack gasped lightly as Twilight parted her pussy lips, exposing her sensitive vagina. The purple unicorn grinned arrogantly at the farm pony's reaction. She knew just what buttons to push to sway Applejack's judgment. The orange mare blushed deeply as lusty sighs seeped through her lips for it was hard for her to object when her body was betraying her like this. Her legs started to instinctively close shut in an attempt to trap Twilight's hoof and prevent it from progressing any further but it proved ineffective as the intelligent pony's hoof continued to push deeper inside of her marehood. Disregarding Applejack's protest, Twilight proceeded to gently edge her hoof inside Applejack's labia. She was taking great joy in proving a point to her friend and the fact that Applejack was enjoying this was essential in proving that point. She needed the farm pony to be in the mood and willing so that she could initiate the next phase of her plan.

Applejack unconsciously began to grind against the purple unicorn's hoof, her hips gaining a mind of their of own in that moment. In her head, she felt ashamed of herself for getting turned on from being hoofed by another mare. But her body glorified these emotions as it overflowed with ecstasy and begged for an outlet. She made a few feeble attempts to pull away, but was gripped by the pleasure. It wasn't long before she felt her nether regions begin to moisten. Twilight noticed Applejack's juice leak onto her hoof, her grin widening as it did. The orange earth pony let out a series of ragged breaths as pleasure trickled down her thighs and dripped onto the floor. The intelligent mare took this as a sign that Applejack had finally been broken. Once she saw that Applejack was finally giving into the temptation, she wasted no time in teasing the earth pony by pulling her hoof out and rubbing the juices on her pussy lips, illiciting sharp moans from the farm mare.

"Are you seeing things from my perspective now?" Twilight inquired.

Applejack responded by letting out a long, blissful cry of intimacy.

"I'll take that as a yes." Twilight concluded.

By this point, Applejack's resolve had completely diminished. She was more than willing to go along with this now.

"The barn." She said softly.

"What?" Twilight asked once she had stopped stimulating the orange pony.

"We have ta do it in the barn. Ah don't wanna risk one of mah family members seeing us." She clarified.

"I thought you said you would never act on homosexual tendencies." Twilight responded smugly.

"Ah'm givin ya a chance to enter mah barn. Ya best take it while it's still on the table." Applejack retorted.

"Alright, alright. No need to be testy." Twilight complied before she took Applejack by the hoof and lead her outside.

* * * * *

They then left the house and trotted over to the barn, looking left and right as they did to ensure that they weren't followed. Once they felt that the coast was clear, they entered the barn quickly and closed the door behind them. There Applejack found a perfect spot near a pile of hay bales where she formed a small bed of hay from some loose pieces that were lying on the floor. Once she was finished, she layed down on her back upon the temporary bedding. She shifted around for bit since the hay was scratchy and a little uncomfortable to lay on until she got a comfortable position. Twilight stood before her hard-working friend with a lecherous smile forming across her face. Applejack turned her head and looked away from the intelligent mare, her cheeks turning pink as her legs closed inward to cover up her prize. She knew that Twilight was going to stare at it if she left it out in the open and the thought of that made her uneasy. The purple unicorn saw her friend's apprehension as a sign that she wasn't fully committed to getting it on with her and needed some assistance in order to truly open up. She got down on her knees and brought her forehooves to orange mare's thighs, rubbing them softly which caused Applejack to meet her lustful gaze.

"You know I can't pleasure you if you shut me out like this." Twilight said tenderly while resting her arms on the earth pony's knees.

"Ah know that. Ah’m just a little....shy." Applejack remarked with an anxious expression, her blush becoming darker by the minute.

"I know the feeling." Twilight stated sympathetically. "But you should at least be willing to give it a chance. I promise that I'll only do stuff that you're comfortable with."

"But what if ah'm not comfortable with any of it?"

"How about this: I'll try different things and if you're not okay with something, you just say so and I'll stop. Does that sound good?" Twilight proposed to her friend.

Applejack nodded her head in agreement to that suggestion. Twilight then slowly parted the farm pony's hindlegs before lowering herself onto Applejack's body and getting face-to-face with her. She could tell that Applejack was still hesitant about allowing this as her anxiety was evident when looking into her eyes. The intelligent mare took it upon herself to relieve her friend's fear as she straddled the orange pony's body.

"Now you just let your old pal Twilight ease your troubles." She said softly as she took hold of Applejack's left arm.

She then proceeded to place kisses on it, starting at the wrist and working her way downward until she reached the shoulder before kissing that as well. She soon moved from the shoulder to the neck until she eventually got to the cheek, planting sweet kisses as she went along. Applejack cooed faintly as her friend did this, feeling pleasant sensations resonate throughout her entire being. Twilight then took Applejack's other arm and did the same thing she had done to the previous one but in reverse, this time starting at the farm mare's right cheek and kissing her way upward until she reached Applejack's right wrist. She paused for a moment to admire her friend's reaction before she grabbed Applejack's left wrist and wrapped both of the orange pony's arms around her own waist. Confusion settled into Applejack's mind as she cocked an eyebrow at the purple unicorn, unsure of what she was expected to do. She was certainly no expert when it came to foreplay so she had no idea of the signal Twilight had given to her. Twilight picked up on this and giggled to herself giddily before she brought her face down to meet Applejack's.

"Now it's your turn." She said barely above a whisper.

In an instant, she rolled herself and Applejack a full 180 degrees, putting herself on her own back with Applejack on top of her. This left the farm pony with an extreme sense of wonderment at her friend's swift ability. But her shock was cut short as Twilight closed her eyes while laying her head down on the hay bed and relaxed herself, subtly hinting that she wanted Applejack to continue. Applejack soon figured this out and inched her face towards Twilight's body before stopping just above her chest. She hovered there for a while as she was still uncertain of what to do. Without opening her eyes, Twilight spoke to her insecure friend.

"You don't have to do anything complex. Keep it simple if you want to." She explained briefly.

Thing is ah'm not worried about doin anything too complex. Ah'm worried that yer not gonna like what ah have tah offer. She thought to herself.

She then puckered her lips and pressed them to Twilight's chest, earning a delightful sigh from the purple unicorn. Taking the intelligent mare's sigh as a compliment, she continued to smooch Twilight's body, eliciting more sighs from the purple pony. At first, there were still some lingering doubts in her mind about not being able to please the purple unicorn. But thanks to Twilight's reaction, her confidence slowly began to build up as her initial fear started to melt away. She soon moved up and began to work on Twilight's neck, kissing it intently. Twilight let out a slew of gasps as she wrapped her arms around the farm pony, letting her forehooves dance tenderly across Applejack's back. She could tell that the orange mare was starting to become more passionate and that in turn made Twilight more enthralled with her.

"Bite me." Twilight begged in a prurient tone.

"Huh?" Applejack muttered without pausing her kisses.

"Bite into me like a juicy apple." Twilight clarified.

Well, if it's what'cha want. Applejack said in her mind as she proceeded to do Twilight's bidding.

Twilight gave a sensual gasp the moment Applejack bit into her shoulder, the feeling of the farm mare's teeth pinching her skin causing an explosion of excitement to go off inside her body. She released heavy breaths as the orange pony's teeth continued to nip at her shoulder, her pleasure raising steadily in the process. Applejack soon began to suck on the purple unicorn's shoulder, earning more sighs from her as she raked her left forehoof through the farm pony's mane. After doing this for some time, Applejack paused and allowed Twilight some time to recuperate.

"How was that?" She asked with mild curiosity.

"Outstanding." Twilight replied while panting softly.

Applejack gawked at her for a moment before she responded. "Really?"

"Yeah. It's not about what you do, rather how you do it." Twilight elucidated. "Any mare or stallion could kiss or bite a pony. But to do it in a way that stimulates their partner is something special."

Applejack took a minute to savor Twilight's kind words before she spoke again. "So do ya want me to keep goin?"

"Actually I think we're ready to get started on the real fun." Twilight stated with a seductive smile.

In an instant, Twilight wrapped her hooves around Applejack and rolled her onto her back, putting them back in their original positions from when they first began. She then slid down the orange pony's body until she reached her pelvic region. After this, she started to kiss the farm mare's inner thighs for a while before she looked up at Applejack with a prurient smile.

"Ready?"

"As I'll ever be." Applejack stated with a slight blush.

"Let's get started then." Twilight said as she got down and brought her face to Applejack's downstairs area.

But before she could begin, Applejack put up a hoof to stop her.

"Wait. Aren't ya gonna put up some kinda sound proof spell on the barn or something?" Applejack questioned.

"Oh. Right." Twilight replied with a coy expression.

Her horn whirred to life before it emitted a purple field of magic that engulfed the entire barn before dissipating afterwards.

"Did it work?" Applejack asked.

"Only one way to find out." Twilight said as she began to run her tongue over Applejack's nub.

Applejack gave a sharp moan when Twilight did that. She cupped her hooves over her muzzle, fearing that her family may have heard her. After a few quiet minutes, they assumed that they hadn't been heard.

"Guess it worked then." Twilight smiled.

"Then keep going." Applejack said as she layed back down on the hay and relaxed her body.

Twilight went right back to business and continued to lick Applejack's cunt, holding the orange mare's haunches in place as did. Applejack, for her part, responded by giving soft sighs and moans while she petted the purple mare's head. Twilight found that Applejack wasn't as vocal as Pinkie, probably due to the fact that her body was more hardened than the party mare's. Plus, Applejack wasn't one for being too loud, and it looked like that trait carried over when it came to sex as well. With each slow, careful lick, the pleasure in the farm pony's body was rising. She felt compelled to grind against Twilight's face, but eschewed that urge at the time being. A little while later, Applejack couldn't take it anymore. Twilight's teasing was driving her insane so she decided to voice her distress.

"Go ahead and put yer tongue in meh." She begged. "Ah'm ready for it."

"I thought you'd never ask." Twilight said as she drove her tongue into Applejack's marehood.

This caused Applejack to moan louder than before, which was a few notches below a yelp. Twilight's tongue swirled around every inch of Applejack's folds. Applejack's eyes started to glaze over as she arched her back as high as it could go. This was a completely different sensation from earlier. Twilight wasn't hitting just one certain spot. She was hitting every spot all at once, and this drove Applejack over the edge. She began to buck forward slightly with each flick of Twilight's tongue inside of her. She no longer cared if her family heard her or not as she cried out as loudly as her lungs would allow. The amount of ecstasy she was feeling right now was well worth it in her mind.

"Buck me sideways, this feels INCREDIBLE!" Applejack cried. "Ah never knew that gettin pleasured by another mare could feel this good!"

Twilight took her tongue out of Applejack for a minute to speak. "I'm glad you're enjoying it." She said before dipping her tongue back inside of Applejack.

Twilight then started to put her tongue inside of Applejack and pull it back out quickly, causing Applejack to moan loudly each time she did. After a few minutes of this, Applejack was ready to squirt. Her inner walls clamped down on Twilight's tongue and sprayed their love nectar all over her face. Twilight had to close her eyes so that she didn't get any of Applejack's cum in them. By the time Applejack was finished, Twilight's face was completely soaked in mare juice. Her mane got the worst of it and was matted down due to being drenched in Applejack's juices. Despite this, Twilight couldn't help but flash Applejack a happy grin.

"I told you it was gonna be great." She spoke.

"And ya didn't lie, Twi." Applejack responded breathlessly. "Gettin oral from another mare is just as good as gettin it from a stallion."

It was then that Twilight shook her head as her wits came about her. She noticed that her face and mane were covered in something liquidy and sticky. It didn't take a genius to guess what it was that was on her face.

"Oh, no. Please don't tell me it happened again." She said in a dispirited tone.

"What happened again?" Applejack asked with a raised eyebrow.

"Um. Nothing." Twilight responded quickly. "I have somewhere to be right now. Bye, Applejack." She said as vanished in a flash of magic.

"Talk about gettin a mare off and not even callin her the next mornin." Applejack vexed as she brushed the hay off her coat.

She then exited the barn and headed back to her house.

A Gem So Rare

Spike sped through town as fast as his little legs could carry him. He was hellbent on his mission to find Twilight and warn her about the cupcake. He may have missed his first chance to warn her, but he was certain that he could catch up to Twilight before it was too late again. As he was running, he noticed Derpy flying by so he flagged her down.

"Derpy. Please tell me you know where Twilight is?" He pleaded.

"Last I recall, she was heading towards Sweet Apple Acres." She responded, pointing in the direction of the farm.

"Thanks Derpy." He said before he sped off towards it.

* * * * *

Little did Spike know, Twilight had just reappeared a few yards away from where he was standing a moment ago. Due to the situation she found herself in, she had to beat a hasty retreat. Once again she was left scratching her head, wondering why she had been acting strange lately. First, that thing with Pinkie, and now this. Twilight was confronted with more questions than answers as she made her way to Rarity's Boutique. She figured that maybe it was her approach. She pushed these thoughts to the back of her mind as she knocked on the door and waited for Rarity to answer it. A couple of seconds later, Rarity opened the door and greeted her friend.

"Hello, Twilight." Rarity greeted.

But right as Twilight was about to speak, that strange feeling came over her once more. Her body froze and she started to have that dreamy feeling for a third time that day. She couldn't stop herself from shooting Rarity a kindred grin. Deep down, she had thought of Rarity as a potential lover for a long time. She had secretly admired the posh nature in which Rarity carried herself. It didn't matter where she was for she would always show off just how suave she was. Plus she had a heart of gold and displayed it every time she would go out of her way and do something generous for somepony, regardless of who they were or what they needed. And not to mention the fact that she wasn't too bad to look at either. She was without a doubt the most beautiful mare in their group and she wasn't afraid to flaunt it.

It was no surprise because she was the whole package: A shiny, luxurious purple mane that flowed from her scalp, a face that could easily be described as drop-dead gorgeous, a coat that was as pure and white as winter snow, and buxom curves that completed the deal. Twilight understood why Spike had taken a liking to the white unicorn every since he first met her when they moved to Ponyville. The only difference was that she was more than happy to show her feelings towards the elegant mare in her current state. The mere sight of Rarity got Twilight's blood pumping in this moment, and she was ready to strike. She was preparing to do the one thing that Spike could only dream of accomplishing: she was about to claim Rarity's body as her own. It was then that Rarity became curious and spoke to Twilight as she had been standing there in silence for an extended period of time.

"Are you feeling okay, darling?" Rarity asked wholeheartedly. "You look like you have your mind in the clouds."

"Sorry." She apologized. "Guess I got a little spacey."

"It's quite alright." Rarity affirmed. "What do you need?"

"Your body." Twilight thought. "I just wanted to see what you were working on in here." She said.

"Come in and I'll show you!" Rarity stated as she stood aside and gestured for Twilight to enter.

"Sorry Spike, but you've had multiple chances to get with Rarity. Now it's my turn to bat, and I guarantee you that I won't miss." Twilight said in her mind as she followed Rarity inside the boutique.

The inside of the boutique looked just as clean and organized as she had expected it to. She was well aware that Rarity would never allow even one piece of fabric to be out of place in her establishment. But she had noticed that some of Rarity's equipment was out and figured out that she was most likely working on a dress of some kind before her arrival. But Twilight wasn't worried about the dresses because she wanted the dress maker!

"Ignore all of that. I'm not working on anything today. I just wanted to have it all ready to use tomorrow when I get right back to work. I was actually about to take a nap before you knocked." Rarity remarked as she closed the door behind Twilight once she entered.

"You won't need sleep for what we're about to do." Twilight suggested.

"What's that suppose to mea-" She began to say but was cut off by Twilight planting a kiss on her lips.

A few seconds later, Twilight broke the kiss to speak. "Let's do it. Right now." She said before continuing to smooch the white unicorn.

Rarity struggled for a bit and tried to push Twilight away, but the purple unicorn held onto her tightly and refused to let go. Eventually, she lost her sense of refrain and melted into the kiss. She didn't know what was coming over her but Twilight's sudden romance seemed to sweep her off her hooves. Without realizing it, she had grabbed onto the base of Twilight's hips with both forehooves. They both stood there for a while, keeping their bodies close together in a warm embrace as they made out with each other. After a minute of this, Rarity regained her sensibility and pulled away from the intelligent mare.

"Twilight!" She said, her face flushed with a blush. "We have to restrain ourselves. This is not very ladylike."

"Then why do you enjoy it some much?" Twilight asked with a smile.

"I....I....uh" Rarity stammered.

"I may have kissed you, but you put your hooves on my waist. Don't you think that's a universal sign of enjoyment?" Twilight proposed.

"I suppose it is." Rarity agreed.

"Look, I'm just giving us what we both want Rarity." Twilight stated as she rubbed Rarity's back, causing her to shiver. "You want a release, and I want to help you. So we both win."

"I'm still not certain about this, Twilight." Rarity said doubtfully.

"I won't force you to do something that you don't want to do." Twilight said in earnest.

Rarity stood there and thought about it for a moment before letting go of Twilight. She then went over to her front door and locked it.

"Why did you lock the door?" Twilight questioned.

"Because I didn't want us to be interrupted." Rarity said with a wicked smile.

"If this is what you want, then come to me." Twilight said in a sensual tone as she held her arms out in front of herself.

Without even a second thought, Rarity rushed towards the purple unicorn and leapt into her waiting arms. They then joined their lips together in a passionate kiss for a second time, with this one being much more ardent than the first. Rarity clung to the intelligent mare eagerly like a child to its mother as she kissed Twilight's lips. Twilight held the white unicorn up by her thighs as she carried her over to the fashionista's work table. She then used her magic to teleport all of the supplies that covered the table onto the floor before placing Rarity on it, as well as herself. The purple unicorn moved her forehooves along the curves of Rarity's sides before gripping them around her waist.

"How badly do you want this?" Twilight asked in an quiet tone as she kissed the white unicorn.

"So badly that it burns." Rarity replied before continuing to kiss the purple mare on the lips.

"I know how to soothe that burning sense of lust. But only if you'll let me."

Suddenly, Rarity felt something wet and bumpy slide over her right ear that caused her gasp slightly. Twilight then proceeded to trace her tongue around the outer parts of Rarity's ear before licking the inside of her outer ear. Rarity could be heard sighing lasciviously due to the purple unicorn's tongue work, the feeling tantalizing her to no end. She didn't think that she would ever be enticed by this form of stimulation, yet her senses were telling her otherwise. Intense desire began to coarse through her like rapids in a river as this carried on. Twilight decided to up the ante and tugged on Rarity's ear with her teeth, causing the
fashionista's excitement to spike instantly as she cried out.

“You sure know how to get a mare in the mood, Twilight.” Rarity complimented with a warm smile.

“A hidden talent of mine. And I have many.” Twilight boasted.

“What other hidden talents do possess?” Rarity inquired as a lustful, yet curious grin formed on her face.

“I’d be glad to show you.” Twilight replied lovingly while she placed a forehoof on Rarity’s chest.

The intelligent mare shifted her gaze towards the white unicorn’s horn, a sultry look in her eyes as she did. She then opened her muzzle and began to lick it, letting her tongue run over the grooves of the smooth protrusion. The white unicorn responded to this immediately by letting out sighs that dripped with pleasure. This was the extent of her actions as her ever-growing desire prevented her from doing anything else. She merely sat back and let Twilight do her thing, only bringing up a forehoof occasionally to stroke the purple unicorn’s back. Twilight continued to drag her tongue all around Rarity’s horn while pausing every so often to give a tender kiss. Feeling bold, she then closed her mouth over the horn and began to bob her head up and down if she were sucking it off. This oral assault ended up being all that Rarity could withstand for she cried out as her marehood gushed out its juices, spilling it onto the table to the point where it eventually began to drip onto the floor. Twilight saw this and couldn’t help be pleased with herself at her own expertise.

“Wow, Rarity. Cumming after a simple hornjob?” She playfully mocked. “I thought it would’ve taken more than that to get you off.”

“I’m sorry to disappoint you, but it was all I could take.” Rarity apologized with a guilty look.

“That’s okay though.” Twilight said as she gave Rarity a forgiving smile. “Because we’re not done yet anyway.”

“There’s more?” Rarity asked, her eyes gleaming with hope.

“Definitely.” Twilight replied with a nod. “I intend to give you pleasures you’ve never known.”

“What’s stopping you?” Rarity inquired in a seductive tone as she pulled Twilight so close to her that their snouts were touching.

“Good point.”

Without wasting another second, They pulled each other into a warm hug as they brought their lips together for a third time. Twilight pulled herself and Rarity off the table and onto the floor where they continued their romp. After a few moments, Rarity broke their kiss and spoke.

“Let’s do it, darling.”

“Finally.” Twilight responded, voicing her relief.

"But if we're gonna do this: we're going to do it my way." Rarity announced, sounding a little demanding with her tone.

"I love when another pony takes control like that." Twilight said submissively. "It's making me horny."

She slid off of Twilight's body and repositioned herself so that she and Twilight were sitting upright with Twilight's legs overlapping her own.

"I've always wanted to try this." She revealed.

"Now's your chance." Twilight replied sensually.

Rarity and Twilight then embraced as they began to grind back and forth and rub the lower part of their bodies together. It wasn't long before they started to gasp and sigh loudly with each thrust from the both of them. They could feel their bodies lighting up considerably while they carried out this act. It was as if somepony lit a match inside of them as they burned with passion. The sensation of their lips pressing together and breaking away was orgasmic.

"Oh yes, darling. That's the spot." Rarity moaned.

"Mmmmm. Oh Celestia, fuck me!" Twilight cried.

"Such language!" Rarity chastised her. "I love it!"

With each grind of their slits together, they were screaming out louder and louder, begging each other not to stop. Their fur started to dampen from the amount of sweat accumulating between the two. They kept each other close in a tight hug so as to not break up this pleasant experience. Twilight threw her head back and cried out as the warm, tingling sensations in her groin were making her body hum with sheer satisfaction. She clung tightly to Rarity, keeping her forehooves planted firmly on the white unicorn's back. Rarity held onto Twilight tightly as well, trying her best to keep the purple unicorn in position so that they could continue their love making. But this was becoming increasingly difficult the longer they carried on as they were both overcome with passion while panting heavily into each other's ear. After a while, their grinds were becoming more rapid and frantic.

"Yes, faster Twilight." Rarity whispered, followed by a grunt. "Rut me like there's no tomorrow."

"My body is going wild right now." Twilight moaned. "I don't know how much longer I can last."

Rarity could feel Twilight's head resting on her left shoulder. She could sense that Twilight must've been tired due to the fact that her movements had slowed down substantially. The last thing she wanted was to be forced to do all the work herself since Twilight couldn't keep up.

"How are you holding up, Twilight?" Rarity stifled a moan long enough to ask.

"I'm trying to stay in-sync but my body is giving up on me." Twilight strained before letting out an elongated sigh.

"Let's try a different approach, shall we?" Rarity offered as she laid Twilight on the floor.

“What are you doing?” Twilight complained for she felt her climax slowly drifting away.

“Just trust me on this Twilight.” Rarity assured her as she took hold of the purple unicorn’s right leg.

Using this new position to her advantage, she began to grind her pussy against Twilight’s more directly and hit her g-spot with better precision. This reignited the fire that once resided in Twilight's being as her whole body seized up and quivered slightly. She soon turned onto her side so that Rarity’s grinds landed right where they needed to be. Both mares moaned out as their slits made contact with each other, the feeling sending a burst of pleasure up their spines. Rarity’s body began to kick into overdrive as it moved faster now, causing her grinds to become deeper and deeper each time. This in turn caused Twilight to cry out with more gusto, her heart thudding loudly against her chest as she did. She was no doubt having second thoughts about questioning Rarity’s methods since they were paying off in the long run. She had considered apologizing to the elegant mare right there on the spot but decided against it since her body was thanking Rarity at the moment.

"Oh, Twilight!" Rarity shouted.

"Oh, Rarity!" Twilight cried.

A few minutes later, both mares could feel their climaxes on the horizon. The heavy musk of sex was so potent in the air, one could almost choke on it. Both Rarity and Twilight had looks of sheer sexual bliss on their faces with a small line of saliva dribbling down the sides of their muzzles. Rarity was thrusting into Twilight like a mare possessed as she was determined to finish what she started as she continued to pleasure the intelligent mare, groaning out loudly every so often as she did. Twilight continued to suck wind into her lungs in a desperate attempt to regulate her breathing so that she didn’t potentially lose consciousness due to sensory overload before the grand finale. But she probably wouldn’t have to keep it up for much longer since her body was steadily getting closer to release. It was only a matter of time before they both finished.

"My dam is about to burst darling!" Rarity shouted before letting out a loud moan. "How about yours?"

"I'm about to release the flood gates myself." Twilight replied before gasping audibly.

"Let's do it together." Rarity suggested as she grabbed Twilight’s right forehoof and took it into her own.

And with that, both mares threw their heads back and gave an orgasmic cry as their climaxes hit them hard causing them to squirt hot, liquid pleasure all over the floor. Pretty soon, a sizable puddle of cum started to accumulate between them. It was then that Rarity fell onto her back after riding out the remainder of her orgasm. Being too tired to move from their current positions, the both of them chose to lay there in the middle of the floor with their chests heaving up and down rapidly as they took some time to catch their breath.

"That was heavenly." Rarity sighed. "I feel absolutely divine."

"I know." Twilight agreed. "Felt good to blow off some steam."

Twilight closed her eyes and shook her head. She didn't even have to ask this time. She simply put her hooves over her eyes as she already realized what was going on.

"It happened again." She whined.

"What happened again? Rarity asked her.

"I can't really explain it." Twilight responded. "I'll see you at the party." She said before she teleported out of the boutique.

"You're not gonna help me clean up the mess we made!? That's not how you treat another mare, Twilight!" Rarity called out to her.

But Twilight was already long gone.

The Colors of The Rainbow

After a few minutes of continuous scrubbing, Rarity had finally finished cleaning up the puddle of her and Twilight's cum. She was still slightly aggravated by Twilight leaving her to deal with their mess. But she got over it and went about her day. It was then that she heard loud banging on her door.

"There's no need to be so rude." She said loud enough for whoever was knocking on her door to hear. "I'll be with you shortly."

She trotted over and opened it to reveal a very sweaty and tired looking Spike.

"Spike? What brings you here?" She inquired.

"I....to....Twilight....cupcake." He wheezed.

"Excuse me?" She questioned. "If you're looking for Twilight, then I'm afraid you're out of luck. She was here some time ago but left shortly after."

Spike then groaned as he comically fell back first on Rarity's doorstep. He had been running around town trying to find Twilight but was always a few minutes too late to see her. After Spike collapsed, Rarity immediately picked him up and took him inside. She set him down on the couch she always fainted on when she was being hysterical. She then fetched him a glass of water. When she came back into the room, he had regained consciousness.

"Here Spike, drink some water." She said as she handed him the glass.

Spike gulped down the water quickly and wiped his mouth afterwards. "Thanks, Rarity."

"You're welcome. Now if you don't mind me asking, why were you so out of breath when you came to my door?" She asked.

"I've been running around town trying to tell Twilight something." Spike replied. "But everytime I get so close to finding her, only for somepony to tell me that she left a while ago."

"What's so important that you had to tell her immediately?"

"That she ate a cupcake capable of forcing her to fall for somepony she sees due to my carelessness." He wanted to say. "It's something only me and her can discuss." He lied.

"I see. Well, I hope you find her and get a chance to talk to her." Rarity encouraged him.

"Thanks Rarity, I'll see you later." He said before he exited the boutique.

* * * * *

Twilight dragged her hooves behind her as she traveled to her next destination. She was starting to feel the effects of the love making she and her friends had done. Her body wasn't use to that kind of activity. Her muscles were becoming sore and stiff. Plus, she hadn't quite recovered from all her orgasms. She didn't even feel like standing up, let alone trotting. But it was her job to oversee the preparations, and she was going to see it through to the end. As she approached Rainbow's home, she could hear loud music coming from inside. The music had a Dubstep/EDM sound to it with a lot of changes in the rhythm and pitch of the song itself as well as the vocals.

Twilight just shook her head and rolled her eyes for she didn't see how anypony could find that type of music enjoyable. It sounded like nothing more than a bunch of sounds thrown into a blender to her. She then teleported onto Rainbow's porch and knocked on the door. Once she realized that Rainbow couldn't hear her because of the music, she teleported inside of Rainbow's house. Following the sound of the music had lead her to the living room. There she saw Rainbow on the other side of the room, head banging to the beat of the song. She then trotted over to the rainbow-haired pegasus and tapped her on the flank to get her attention. Rainbow jumped back from the sudden touch and crashed into her table, knocking her and the boombox to the ground. The tape flew out of the boombox in the process, putting an end to the loud music. Rainbow scolded Twilight as she picked herself and the boombox off the floor.

"What the hell, Twilight!?" She exasperated. "You can't just sneak up on me like that! You almost made me break my boombox!"

"I TRIED knocking on your door." Twilight said with an irritated look on her face. "You might have heard it if the music wasn't so loud."

"It's not my fault that I like my music-" Rainbow began to say but paused. She looked Twilight up and down and changed her tone.

Twilight's legs were wobbling and bent inward slightly. Her fur and mane were very messy looking. Not only were they slightly frazzled and all over the place, but they both had some odd yellowish stains on them as if something had dried up and wasn't taken care of. And to top it all off, her face told the story of a mare who had seen better days. Her expression was one of extreme stress and exhaustion. Taking note of all these facts, Rainbow immediately came to a conclusion.

"Sheesh, Twilight. You look like shit. What have you been doing all day? Getting laid?" She said with an air of confidence for she knew that her assumptions were probably correct.

Her theory was proven right even more because when she asked Twilight this question, the purple unicorn's cheeks turned red.

"No I wasn't!" She quickly denied while shaking her head. "I'm just really tired from getting my house ready for the party."

Rainbow knew that her friend was lying to her but she decided to humor Twilight for a little bit until she heard her admit it.

"Uh-huh." Rainbow said unconvincingly as she nodded her head. "Then why are your legs all wobbly?"

"Because I've been moving around a lot today." Twilight answered. "Excessive movement can put a massive strain on your muscles."

"And the stains on your coat and mane?"

"Well, there's a logical explanation for that." Twilight stated with a knowing look on her face.

"Ok then. Let me hear it."

"You see I....there is a reason for....I was trying to....this thing happened that-" She stumbled over her words before she sighed heavily. "You don't believe me do you?"

"I knew you were lying from the start." Rainbow revealed, flashing Twilight a cocky smirk.

"How did you know that I-"

"Let's just say I've been around the block. More times then I'd like to admit." Rainbow swiftly cut her off. "It's happened to me a few times."

Twilight's blush returned from earlier as she understood what Rainbow just said to her.

"I just-" She started but the effects of the cupcake kicked in at that moment.

"You just...?" Rainbow said, motioning for Twilight to finish her sentence.

"I just wanted to drop by and see how things were going." Twilight responded. "But there is another reason I came over."

Without warning, Twilight wrapped her hooves around Rainbow and pressed her muzzle against hers.

"I wanted to give you a Hearts and Hooves Day gift." Twilight answered. "It's something VERY special."

"Well, what are you waiting for? Let me have it." Rainbow said expectantly.

"I was hoping we could go somewhere a little more private, but since you insisted." Twilight replied seductively.

The purple unicorn then started to run her tongue up and down Rainbow's chest. The cyan pegasus was about to question what Twilight was doing, but was cut off by her own sudden whines. Twilight gave a lustful smirk as her tongue continued to travel over Rainbow's body.

"Twilight, what are you doing to me?" She sighed.

"I'm making you feel special." Twilight replied as she continued to lick Rainbow's body.

"I'm actually glad you did this. Because now I can let you in on a little secret."

"What's your secret?" Twilight asked once she stopped licking Rainbow.

Rainbow then grabbed the sides of Twilight's head and kissed her on the lips. The purple-haired mare was left staring with surprise because for the first time today, she was caught off guard. After a few seconds, Rainbow broke the kiss and smiled devilishly.

"I'm gay." She said.

"I had a feeling that you were." Twilight apprised. "You weren't exactly secretive about it with the way you were always staring at our flanks when we weren't looking." She added, referring to herself and the others.

"You guys knew?"

"Yup." Twilight answered. "We didn't say anything because we thought it was cute."

"Well, I guess it's old news then." Rainbow shrugged. "Now, where were we?" She asked with a sultry grin.

Rainbow and Twilight then began to make out, their forehooves moving furiously over each other's bodies. Eventually, they deepened the kiss by joining their tongues together. They both let out muffled sighs as their tongues grappled with one another as if trying to gain control. Twilight admired Rainbow's passion for it easily mirrored her own. Although flattered, she wanted Rainbow to know that she was the one in control here. She started to maneuver Rainbow towards a solid surface so they she could truly indulge in what the cyan pegasus had to offer. She soon found purchase in the form of a cloud wall. After pressing Rainbow against it, she wrapped Rainbow's right hind leg around her own body and started to grind up against her. Rainbow held onto Twilight as she brushed her left forehoof through the purple unicorn's mane and moaned each time Twilight grinded against her.

She was no stranger to this kind of embrace since she had her fair share of hook-ups with various other mares. Though this was something that stallions typically did to mares, Rainbow found it hotter when another mare did it. She liked a mare who wasn't afraid to take charge. And Twilight was displaying this indefinitely. Rainbow's body was beginning to react to Twilight's actions as her brain sent out signals of euphoria to her entire body. This excitement was starting to get to her as her hooves trailed up and down the unicorn's back, the soft fur of her coat gently caressing them as they passed over. In response, Twilight moved her hooves down Rainbow's sides and placed them over her rump, squeezing and spreading her ass cheeks almost forcefully. Rainbow responded to this by releasing a deep, throaty moan. Now that Twilight had a better grip on Rainbow, she held her in place as she began to grind into the pegasus with more resolve.

"Screw me like a stallion." Rainbow sighed.

"I thought you were lesbian." Twilight joked.

"Doesn't mean that I don't want another mare to fuck me like a stallion would." Rainbow explained, giving a sharp moan afterwards.

Twilight's grinds started to become deeper, causing Rainbow's body to tense up greatly. They could feel each other's hearts beating loudly in their chests as they both continued to pant softly. Pretty soon, they pressed their muzzles together again and kissed each other's lips while they moved over to the couch without breaking their embrace. Twilight laid Rainbow on the couch and got on top of her. She then started to plant loving kisses on the cyan pegasus' body. Rainbow blushed madly and breathed out sexually. Twilight's kisses starting going lower and lower until they were right on the mark. Rainbow gasped softly as Twilight kissed her snatch intimately. Realizing that wouldn't be enough, Twilight soon went from kissing to licking Rainbow's lower lips. Rainbow grabbed Twilight's mane as she arched her back and sighed loudly.

"Please stop teasing me and dig in already." She begged.

"Actually, I was hoping that I could make a sugggestion."

“I’m all ears.” Rainbow quickly replied, desperately wanting to continue their love session.

Twilight then got next to Rainbow’s ear and whispered her idea to the tomboyish mare. Once she finished, Rainbow gave her a look of pure amazement while she blushed heavily as she had been taken aback by the purple unicorn’s suggestion.

“Are you sure that’s what you want to do?” Rainbow asked, figuring that Twilight must have been joking.

But Twilight gave her approval as she nodded in response to Rainbow’s question.

“Alright then. Since you want to, who am I to deny you?” Rainbow said as turned herself over and laid on her stomach.

She then lifted herself until she was on her forehooves and knees before she turned her head towards the intelligent mare.

“Honestly, you’re not the first girl to ask me for this. But I never would’ve thought that you of all ponies would be willing to try something like this.”

“There’s a lot that you don’t know about me Rainbow.” Twilight remarked in a lustful tone as she brought herself closer to Rainbow’s flanks.

After lining herself up with Rainbow’s body, she took her sweet time as she got her face right in front of the cyan pegasus’ rump and inched closer to her anus. Rainbow braced herself as she prepared for what was to come next despite knowing what was about to ensue. Twilight carefully parted Rainbow’s butt cheeks before she stuck out her tongue and used it to trace circles around the outer edges of her pucker hole. Rainbow gave a strained moan the moment Twilight’s tongue made contact, already feeling her body ignite like a raging inferno. Twilight soon went from licking to kissing the lower orifice of the cyan pegasus, working her way downward and over her taint before moving her kisses back to their original spot. She then jammed her tongue into the rear entrance of the cyan pegasus, causing Rainbow to clench the couch with her forehooves tightly as she sighed in a vehement manner. Deep down, Rainbow was astounded by Twilight's skill. Much like Pinkie, she was certain that Twilight was a virgin. But the way Twilight was pleasuring her lead her to believe that Twilight did have some experience. She clearly knew more than she let on, and this made Rainbow lust for her even more.

"I'm so gay for you right now, Twilight!" Rainbow cried out. "Your tongue work is AWESOME!"

"Thank you." Twilight said before she drove her tongue into Rainbow’s asshole.

This caused tomboyish mare to arch her back and give her loudest moan yet. She felt as though somepony had just poured gasoline into her tank for her body had roared to life and hummed with excitement. As Twilight continued to push her tongue through the inner walls of Rainbow’s anus, Rainbow was salivating, begging for release; And Twilight's tongue was the only thing that could make it happen. Rainbow threw her head back and moaned loudly as Twilight's tongue danced around inside of her. It was then that the intelligent mare added to the amount of pleasure that Rainbow was already feeling by taking a forehoof and rubbing the lips of her vagina. This double attack on Rainbow’s senses was slowly beginning to overwhelm the tomboyish mare for she could feel a climax speeding its way towards her. Signs of her enjoyment could be seen leaking out of her and drizzling down Twilight’s hoof. As Twilight continued to work the cyan pegasus from both ends, she used her other forehoof to softly stroke Rainbow’s thigh before running it over one of her butt cheeks and then rubbed Rainbow’s back with it, paying more attention to care rather than detail. This loving touch was only the quintessential cherry atop the ecstasy sundae that Twilight was serving to the cyan pegasus. But with Rainbow getting closer by the second, it was only a matter of time before that sundae melted.

"I can't hold out for much longer, Twilight." She strained. "I'm REALLY close."

"Well, allow me to give you the push you need." Twilight replied after she had taken her tongue out of Rainbow’s pucker and slid her hoof out of Rainbow’s marehood.

She then got underneath the tomboyish mare and bit down on her cunt, not hard enough to hurt but also not weak enough to not get the job done. That was what finally caused Rainbow to climax. Rainbow gave one last, drawn-out moan as her orgasm came crashing down on her. Twilight once again found herself being showered in cum. But unlike with Applejack, there was much more. Rainbow's cunt just kept spraying and spraying out mare milk. Twilight, feeling curious, decided to drink some of it as it came gushing out. It had a very bittersweet taste to it. After a while, Rainbow's stream of cum was reduced to a drip before stopping completely. By the end of it, Twilight's whole torso (except her arms) was covered with Rainbow's mare juice. Even Rainbow's couch was almost completely drenched in her juices. Twilight was left with a bewildered look on her face at what just happened. Rainbow only laughed at Twilight's expression.

"Guess I forgot to mention that I'm a squirter." Rainbow said with a smile.

"That would have been useful information 10 minutes ago." Twilight informed her while wiping the cum off her face.

"You can use my shower to clean yourself off." Rainbow offered as she pointed to her bathroom.

"Duly noted." Twilight said as she got off the couch and trotted into the bathroom.

* * * * *

Twilight sat underneath the shower head, letting the hot water wash over her as she gathered her thoughts. She was growing more and more annoyed as the day progressed. This was the fourth time today that this happened, and she was getting sick of it.

"I have got to get to the bottom of this." She said to herself. "Because this is starting to get out of hoof. I would never do these kinds of things with my friends. Yet, I continue to find myself in situations where I did do them. I don't know why this keeps happening, but I'm going to find out."

She then grabbed a bar of soap, wet it down, and lathered it across her fur. She went over her whole body with soap, making sure to scrub her face and ears rigorously. After that, she stood under the water and washed all the soap off her body. She then closed her eyes and tilted her head towards the shower head, letting the water rain onto her mane as she started washing it. She was so caught up in her task, that she didn't even hear Rainbow creep into the bathroom and get into the shower with her.

"Mind if I join ya?" She asked.

Twilight jumped back as she opened her eyes and saw Rainbow sitting in the shower across from her.

"Rainbow!" She rebuked. "What are you doing in here! I'm not decent!" She said as she attempted to cover her body.

"We're always naked, brainiac." Rainbow remarked as she rolled her eyes with a smile.

"That doesn't change the fact that it's still wrong to peek on a mare when she's showering." Twilight reprimanded her.

"But I'm not here to catch a quick look. I already know what your nethers look like anyway." Rainbow informed her.

Twilight blushed deeply at that statement. "You were looking at my private parts!" She exclaimed.

"Well yeah." Rainbow shrugged. "It's kinda hard not to when you're on top of me and they're in plain view."

"Wait, I was on top?" Twilight asked.

"Duh. You were eating me out like your life depended on it." Rainbow responded.

Twilight couldn't help but feel impressed with herself. She never once thought that she would be the dominant one in a sexual situation. But she was still upset about doing it seemingly against her own will.

"So if you're not here to look at my goods, then why are you here?" Twilight questioned.

"I just wanted to repay you for gettin me off." Rainbow stated as she scooted closer to Twilight. "Just doesn't seem right for me to have all the fun. I know you want the release, too."

Without warning, She shoved her hoof into Twilight's cunt. Twilight tried to object, but her body failed her as she moaned loudly.

"Shhhhh. Don't ruin the experience with words. Just relax and let my hoof work its magic." Rainbow assured her.

Rainbow proceeded to slide her hoof in and out of Twilight's sex. Since Twilight was no longer under the effects of the cupcake, this feeling was completely foreign to her. She had never masturbated before, so she had no idea what it felt like to put a hoof down there. But now that she was actually experiencing it, her body writhed in sexual bliss. Rainbow leaned forward and started to nibble on Twilight's right ear, further increasing the amount of pleasure that the purple unicorn was feeling at that moment. With these two factors combined, Twilight couldn't help but squirm and breath out lasciviously. Though Twilight wasn't a homosexual, even she had to admit that this felt pretty good. The feeling of Rainbow's hoof invading her special area made her body arch up slightly.

"Deeper." Twilight sighed. "Put your hoof in deeper."

By this point, her mind was completely clouded from the pleasure. Rainbow accepted Twilight's request and slid her hoof in as far as it could go. She grunted a bit as she found it strenuous to get her hoof further into the purple unicorn. It was plain for her to see that Twilight had never rubbed one out before considering how much effort it was taking to slide her hoof in.

"Man, you're tight Twilight." Rainbow said with a jaunty laugh. "I don't think I've ever had this much trouble hoofing another mare off. You've really got to play with yourself more often."

"I'll certainly keep myself more open to the idea." Twilight replied before releasing another moan.

The hot water from the shower poured down her body and ran over her slit, making her feel even more pleasure. If she had any further objections, they were diminished by now. All she wanted now was for Rainbow to keep going. Rainbow started to push her hoof in and out of Twilight faster now, earning sharper moans from her. Twilight grabbed the sides of the tube for support and continued to sigh loudly.

Twilight was nearing her breaking point. She could feel her orgasm drawing closer and closer as Rainbow continued to pleasure her. Rainbow couldn't help but giggle at the expression on Twilight's face. Her eyes were rolling into the back of her head and she had a fair amount of drool drizzling down the sides of her muzzle.

"You've got one of the cutest sex faces I've ever seen." Rainbow cooed.

Twilight didn't respond since she was still lost in the pleasure.

"Well if you're not gonna say anything, I may not let you finish." Rainbow teased.

"Please, Rainbow." Twilight begged.

"Then say my name."

"Rainbow." Twilight strained.

"Come on, you're not gonna finish like that are you?" Rainbow asked. "Louder."

"Rainbow." Twilight said loudly.

"Louder!" Rainbow demanded.

"Rainbow!" Twilight said in a louder tone.

"LOUDEEEEEER!" Rainbow screamed.

She then slid her hoof as far into Twilight as it could go and pulled it back out quickly. This proved too much for Twilight to handle.

"OH, RAINBOW!" Twilight shouted at the top of her lungs as her climax finally came.

Twilight gushed her mare juice all over the floor of the tub. It didn't stay there for long though as the water swiftly washed it all down the drain. Twilight sat there for a minute with her mouth agape as she tried to catch her breath. Rainbow lifted her hoof to her mouth and licked some of Twilight's cum off of it. She shuddered deeply from the taste.

"You taste pretty good, egghead." She said with a blush.

"Thanks." Twilight gasped.

A short while later, Rainbow turned off the water and helped Twilight out of the tub. Twilight grabbed a towel and dried herself off. Afterwards, she made her way to the door and turned around to face Rainbow.

"That was.....fun." Twilight said, blushing madly.

"Any time you wanna have more fun, you know where to find me." Rainbow stated with a wink.

"I'll keep that in mind." Twilight said as she teleported out of Rainbow's home.

After Twilight left, Rainbow flew over to her couch (which she cleaned off after Twilight got into the shower) and layed down on it for a quick nap.

"Who would've thought that a bookworm like Twilight could be so passionate?" Rainbow asked herself as she drifted off into a deep sleep.

Not So Shy After All

Fluttershy had been spending most of her day making drinks for the Hearts and Hooves Day party she and her friends were having. She decided to bring something special for the occasion. She was gonna bring tisane tea, which was a combination of different herbal and floral infusions. She figured the girls would love it since it was a personal favorite of hers. She had just put the finishing touches on it when she heard a knock at the door.

"I wonder who that could be?" She pondered as she went to answer the door.

She opened it and saw Spike standing on her doorstep with a look of panic adorning his face.

"Fluttershy, has Twilight been over here?" He asked quickly.

She jumped a bit at his sudden question but answered nonetheless. "No, she hasn't."

"Are you sure!?" He asked incredulously as he grabbed her shoulders.

"Yes. I would never lie." She said sincerely.

"I don't know if that's true or not. With the wild goose hunt I've had today, I don't know what to believe anymore!" He said as he shook her violently.

She closed her eyes and whimpered due to his tone and the way he shook her. Spike saw this and instantly felt bad. He took a deep breath and sighed heavily as he let go of Fluttershy's shoulders.

"I'm really sorry, Fluttershy." He apologized. "Everypony's been telling me the same thing all day, and it's really starting to piss me off. All I've wanted to do today was fix a mistake I made. But right when I get close to fixing it, somepony tells me otherwise. I'm tired and frustrated, but that doesn't mean I should take it out on you."

Fluttershy then pulled Spike into a tight hug. "It's okay, Spike. I forgive you."

Spike gingerishly hugged her back and smiled. "Thanks for being so understanding."

They then broke the hug and looked at each other awkwardly. There was a short silence between the two before Spike spoke.

"Well, let me know if she comes over here or not." He said before he ran back into town.

Fluttershy closed her door and went back inside. She couldn't help but wonder what Spike meant by that last statement.

"What would Twilight be coming over here for?" She thought to herself.

Right as she finished that thought, she heard another knock on her door. She trotted over to answer it, assuming it was Spike again, but was surprised to see Twilight standing at her door.

"Hello, Twilight. What brings you to my cottage?" She asked.

"Just wanted to see what you were doing for the party." Twilight replied.

"Oh, okay." She said as she let Twilight into her house.

They trotted into the kitchen, where Fluttershy showed Twilight what she was bringing.

"It's a special tea that's made from various plants and flowers." Fluttershy said, showing it off proudly.

"Sounds tasty." Twilight remarked. "Do you mind if I try it?"

"I would rather you try it when I bring it to the party. But since you asked nicely, I guess a little taste couldn't hurt." Fluttershy answered.

Twilight used her magic to pour some of the tea into a cup and sipped it carefully. She then closed her eyes and gave a content sigh.

"It tastes fantastic, Fluttershy." She complemented.

"I'm glad you think so." Fluttershy said modestly. "It took me a while to find the perfect ingredients to make it and I'm happy with the results."

Twilight then trotted past Fluttershy. As she did, she ran her tail along both of Fluttershy's flanks. Fluttershy squeaked loudly and turned her head to look at Twilight.

"What are you doing back there, Twilight?" She asked with a deep blush.

Before Fluttershy could react, Twilight wrapped her arms around Fluttershy's waist and held her close.

"Sizing you up." Twilight responded. "It's just something I like to do before I get familiar with somepony."

"Familiar?" Fluttershy repeated.

"You know." Twilight hinted. "Getting to understand you better. Finding out what makes you tick. Figuring out your sensitive spots."

After Twilight finished her sentence, she began to nibble on Fluttershy's neck, earning a sharp gasp from her.

"Oh. Looks like I found one." Twilight said sensually.

The longer Twilight nipped her neck, the more Fluttershy felt like jelly in Twilight's arms. She had to grab onto Twilight's forearms to prevent herself from toppling over. She continued to sigh from the feeling of Twilight's teeth digging into her flesh. Unknown to Twilight, this was actually a fantasy of hers. She would occasionally dream of a stallion approaching her and doing stuff like this to her, among others things that she was too afraid to talk about out loud. Although she was living out her fantasy in this moment, she couldn't help but feel distraught with the circumstances given the gender of the pony carrying out this deed. She had never previously had any interest in getting intimate with another mare, but Twilight's gesture was convincing her to be a little more open to this kind of thing.

"This isn't right, Twilight." She said in a strained voice. "What would the girls think?"

"They already know how this feels." Twilight whispered in her ear. "I gave them the same pleasure I'm about to give you."

Fluttershy shuttered slightly as she felt Twilight's muzzle brush against her back. She was left clueless about what the purple unicorn was planning next and it made her grow more anxious by the minute. She soon received her answer in the form of a set of teeth biting down on the patagium of her left wing. This caused both of her wings to spread out to their fullest lengths instinctively as she yelped loudly out of a combination of pain and pleasure. Sure, the bite did hurt a little bit, but the pain quickly subsided and was replaced with pure excitement. Twilight couldn't help but chuckle at Fluttershy's reaction to having her wing bitten.

“Fluttershy, did I just make you get a wingboner?” Twilight asked while smiling at her lecherously.

“My wings are very fragile.” Fluttershy explained, letting out a soft moan afterwards. “Please don’t tell the others about it.”

“I can't make any promises.” Twilight replied before biting on Fluttershy's right wing.

The yellow pegasus gave a loud cry at the feeling of having her wing bitten for a second time. She bit her lower lip and wrapped her right arm around Twilight's neck as she gasped softly. Feeling weak and vulnerable was nothing new to the timid mare. But feeling this way towards another mare was something completely different for her. Twilight soon reached up and started to play with Fluttershy's left wing, stroking its feathers and running her hoof along the top of it. All this stimulation was beginning to make the yellow pegasus feel like her whole body was going to burst. From her head to her hindhooves, she could feel fireworks going off inside of her.

Twilight decided to go a step further and proceeded to move her tongue along the top part of Fluttershy's left wing before moving down to get the bottom part as well, making sure to lick each individual feather of her primaries and secondaries. Fluttershy gritted her teeth and tried to hold back her moans as best as she possibly could but to no avail as libidinous sighs still managed to escape her lips. She couldn't fight it anymore. The pleasure had fully built-up in her system and her body was practically screaming for release. Twilight had worked her magic and was putting Fluttershy under her control. And that's the way she wanted it. She wanted to push Fluttershy over the edge. She wanted to make her squirm. She wanted Fluttershy to beg her for more. It wasn't long before the yellow pegasus leaned her head back and rested it on Twilight's shoulder.

"Take me, Twilight." She whispered in the purple unicorn's ear. "Take me now."

"Your wish is my command." Twilight said softly as she picked Fluttershy up bridal style and carried her upstairs to her bedroom.

She used her magic to open the door and close it behind them. After that, she laid Fluttershy down on the bed and got on top of her, slowly pressing her body onto Fluttershy's. They then began to rain kisses onto each other's lips while gently rubbing each other's bodies with their forehooves. The faint sound of smacking could be heard as their lips were pressed together and separated. After a while they paused and looked at each other, their eyes filled with enticement.

“I don't think I've ever seen this side of you before, Twilight.” Fluttershy stated as she placed a hoof on Twilight's cheek.

“That's because I've never really had a reason to show this side off.” Twilight replied as she stroked Fluttershy's mane.

“Well, I think you just found one.” Fluttershy said with a naughty smirk.

“Indeed, I did.”

Twilight then clamped her muzzle over and began to suckle on the left teat of the yellow pegasus. This incited a whole new wave of pleasure to wash over the timid mare. Her body began to seize up as if electric jolts were passing through it. She tossed her head back onto her pillow and let out a lusty, drawn out moan. Twilight took this as a sign of gratitude and continued to suck on Fluttershy's left nipple while occasionally flicking it with her tongue. Fluttershy's moans increased in volume and pitch the longer this went on. She wasn't sure how much more of this she could take. Given all the stimulation she had received, it was a wonder that she didn't climax prematurely. She began to flail her arms around, looking for something to grab onto. Her hooves eventually found their way to the sides of Twilight's head and latched on it. The timid mare clutched Twilight's head tightly while giving a loud sigh every so often.

Now that Twilight had the yellow pegasus right where she wanted her, she decided to seal the deal. She gave Fluttershy's nipple a sudden, yet gentle bite. This sent the yellow pegasus past the point of no return as her entire body froze. She began to let out a moan, but her breath got caught in her throat halfway through it and instead came out as a series of stutters. As Twilight started to apply a little bit of force behind her bite, Fluttershy’s stutters became more frequent. But as soon as she relaxed her jaw, the stutters stopped completely. Twilight decided to tease Fluttershy by biting down softly for a brief period and then relaxing for while, allowing the pegasus some time to recover in between bites. This proved to be extremely effective as Fluttershy alternated between moaning and gasping for air as Twilight did this. After doing this for a while, Twilight released Fluttershy's teat from her maw, leaving behind a thin line of saliva. She then wiped the drool off her mouth with her right arm before speaking.

“That was just the appetizer.” Twilight informed with a knowing look. “Are you ready for the main course?” She asked with a seductive grin while eyeing the yellow pegasus lustfully.

Fluttershy didn't give a vocal response since she was still trying to catch her breath, but she did give Twilight a nod of agreement. Twilight proceeded to lower her head towards Fluttershy's love tunnel when the yellow pegasus put up a hoof to stop her in her tracks. After she finally managed to catch her breath, she spoke to the intelligent mare.

"Before we do this, I just wanna make one small request." Fluttershy offered.

"You name it, and I'll do it." Twilight stated with nobility.

"I've always dreamed of being nailed by a stallion, but I'm far too shy to ask one for assistance. Do you think you could give yourself a dick and screw me like a stallion?" She implored.

"Sure thing, Fluttershy." Twilight responded.

But before she could make the adjustments, Fluttershy stopped her again.

"Also, do you think you could ride me doggy-style?" She asked. "I know that your stallionhood is only going to be temporary, but I don't wanna take any risks."

"I'll agree to that offer." Twilight agreed.

"Thank you ever so much, Twilight." Fluttershy thanked her.

Twilight then fired up her horn and focused on herself as a bright glow of magic surrounded her. After a few moments of intense concentration, it was a success. She had transformed her female genitalia into a colt penis. Fluttershy could only stare at it intently with a deep blush on her face. Twilight looked down at her new addition and smiled proudly, feeling very pleased with herself. Fluttershy continued to stare blankly at Twilight's appendage. The purple unicorn gave her a confused look as Fluttershy seemed to be practically drooling at the sight of it.

"Fluttershy, you still with me?" She said as she waved her hoof in front of Fluttershy's face.

Fluttershy shook her head and grinned nervously. "Sorry. I guess you could say I was: dick-notised." She said as she laughed at her own corny joke.

"Wah wah wah."

"I realize it was a bad joke. You don't have to rub it in." Fluttershy said with a smile.

"Alright."

"Speaking of rubbing, your member is looking kinda limp. We should fix that." Fluttershy said with a sultry grin.

"Be my guest." Twilight invited as she laid down on her back and spread her legs, allowing her stallionhood to dangle limply.

Fluttershy leaned forward and touched Twilight's shaft, recoiling as it flared slightly. She was a little bit hesitant since she wasn't sure what to expect with this. Once she felt that she was ready for it, she took it in both her hooves and started to rub it up and down, eliciting squeals of delight from Twilight. Twilight laid her head on the edge of the bed and sighed as Fluttershy stroked her dick. After a while, Fluttershy got the hang of it and had a swift up and down motion going. Twilight greatly admired her diligence as she continued to let out cries of sexual bliss.

"Am I doing good?" Fluttershy asked. "I've never done this sort of thing before."

"You're doing great Fluttershy." Twilight gasped. "A little too great. I may blow my load before we even start."

"We don't want you firing rounds just yet." Fluttershy said sensually. "We still need to prep the barrel."

Fluttershy was feeling very confident in herself as she opened her mouth and engulfed the tip of Twilight's penis. Twilight couldn't help but cry out at this new sensation. The moment Fluttershy did this, she could feel her body light up like a furnace. She grabbed the back of Fluttershy's head and slowly pushed it down, forcing Fluttershy to take in more and more of her cock. The yellow pegasus made a face as she gagged a bit. Twilight's shaft was poking the back of her throat, triggering her gag reflex. Twilight eventually realized this and let her pull back until she only had half of her stallionhood in Fluttershy's mouth.

"Sorry, I guess I got a little carried away there." Twilight apologized. "I should let you pace yourself and take it in slowly. You're not ready for the whole thing just yet."

"I'll say." Fluttershy agreed after she took Twilight's dick out of her mouth to speak. "I thought I was gonna throw up for a minute. And the last thing I want is for the girls to find out that I threw up on your dick while giving you head."

Twilight laughed heartily at that statement. "Yeah, I doubt that you'd able to live that down."

Fluttershy then put her muzzle back over Twilight's penis and swirled her toungue around it in a circular motion, causing the purple unicorn to moan loudly.

"Now I know how stallions feel when they're being sucked off." Twilight deduced. "I've gotta do this again someday."

"I'm glad to here that." Fluttershy spoke. "Because if anal sex is as good as ponies say it is, then I might wanna try it again."

By this point, Twilight's cock was fully erect now. Yet, Fluttershy didn't want to stop licking it. She was really getting use to the taste and feel of it and she could tell Twilight was taking pleasure in it as well. But something in the back of her mind was shouting for her to put it inside of herself already. And if that weren’t enough, her marehood was starting to get wet and threatened to leak on her bedspread. Wanting to get right down to business, Fluttershy stopped licking and turned over onto her stomach before lifting her tail up. Twilight groaned as she could feel herself being deprived of orgasm.

"I was so close." She whined.

"I know." Fluttershy responded. "But we can do that some other time. Now come and get it, big boy!" She said suggestively, slamming her hooves over her mouth afterwards.

Twilight smiled at her smugly. "I see somepony's into roleplay."

"I just got caught up in the moment, that's all." Fluttershy said with an embarrassed expression on her face.

"Don't worry, I'm gonna give you what you beg for." Twilight stated as she mounted Fluttershy.

Fluttershy took in a deep breath as she anticipated what was about to happen. She then exhaled loudly as Twilight's member entered her butt. Her anus stretched like a rubber band as Twilight slid her dick in further. She dug her hooves into the bed and gave a drawn-out moan. Her eyes fluttered a bit as Twilight began to shift her hips and thrust in and out of her. Her body lit up instantly as Twilight continued to mate with her. Each time Twilight hilted herself inside of Fluttershy, she let out a deep groan; As for Fluttershy, her moans were much louder in comparison. Despite her natural shy disposition, the usually soft-spoken and quiet mare was crying out like a screech owl.

"Damn, Fluttershy." Twilight said with a smirk. "We've barely begun and you already look like you're about to cum." She said, moaning afterwards.

"Sorry." She apologized. "I've never had something this big inside of me before. It's too much for me."

"Let's see how long you can hold out before I have you screaming my name." Twilight said wickedly.

2 minutes after she said this, Fluttershy cried out as her climax hit her. Regardless, Twilight continued to ride her.

"That didn't take very long. It took me at least 5 minutes to make the other girls squirt." Twilight remarked.

"Guess my body isn't as hardened as theirs." Fluttershy strained, stifling a moan.

"What do you say we speed things up a little bit?" Twilight suggested.

"I would very much like that."

Twilight's pumps started to increase in speed and force. This caused both mares moans to become louder and sharper. Twilight grunted as she slid her cock in as far as it would go. Fluttershy responded to this by crying out loudly as Twilight's stallionhood poked her rectum.

"Ahhh! Ride me like a wild animal!" Fluttershy screamed.

"Ugh, Fluttershy. I know you live on the outskirts of town, but I'm pretty sure the townsponies just heard you." Twilight joked.

"This feels too good for me to care!" Fluttershy cried.

A couple of minutes later, Fluttershy was nearing her second climax. Her moans were becoming so loud that she had to bite down on her pillow to quiet herself a bit. It did little to help as her cries were still pretty loud, albeit muffled. Twilight was beginning to sweat from the amount of force she was putting behind her thrusts. She wasn't even close to climaxing herself, yet she could see Fluttershy's mare juices leaking onto the bed. It wasn't long before Fluttershy squirted her mare milk all over the bed for a second time, moaning loudly into her pillow as she did.

"You came twice now. When am I gonna get my first?" Twilight questioned.

"You'll get your release soon." Fluttershy said in a muffled tone. "But not before you make me writhe in ecstasy one more time."

"If you say so." Twilight replied.

She then grabbed Fluttershy's mane and pulled it back hard with her right forehoof and then started to pull out of her, before slamming back into Fluttershy as far as she could go. She used her left forehoof to grip Fluttershy’s flank tightly for stability so that she could truly drive herself into the yellow pegasus’ anal cavity. This drove Fluttershy crazy as she let go of the pillow and moaned out freely. It was that same combination of pain and pleasure from earlier that was causing her to whine with more verve.

"Oh Twilight!" Fluttershy moaned. "You're giving me a heart attack." She said as she clutched her chest and gasped for air.

"Don't flatline before I get off." Twilight said with a smile.

Fluttershy huffed and puffed loudly as her heart thumped in her chest, threatening to explode any minute now.

After a few minutes of this, both Twilight and Fluttershy were reaching their limit. Given the fact Fluttershy had already gushed twice now, it was no surprise that she getting close to cumming for a third time. But Twilight hadn’t achieved her first climax yet and was about to accomplish that goal soon. She was breathing heavily and beginning to feel the effects of exhaustion set in but she showed no signs of letting up. Fluttershy's eyes had practically rolled into the back of her head as she sighed and gasped loudly for she wanted nothing more than for Twilight to ride her until she had reached the finish line. A loud squelching noise could be heard every time Twilight thrusted deep into Fluttershy. The scent of their activity was pungent in the air.

"I'm almost there." Fluttershy moaned. "Make me cum hard!"

"But I've already made you cum twice." Twilight strained.

"Twice wasn't enough." Fluttershy shook her head. "I want more. Fill me up with your spunk!"

A minute later, Twilight cried out as her orgasm finally hit her. She squirted stream after stream of colt sperm into Fluttershy's anus. A few seconds later, Fluttershy gave a high pitched orgasmic cry as she climaxed for a third time. They both continued to ride out their climaxes as they moaned loudly, pouring their respective fluids onto Fluttershy's bed. By the time they finished, they were left sweaty, out-of-breath, and quite satisfied. Twilight was so spent from this activity, that she plopped onto Fluttershy's back. Fluttershy held herself and Twilight up for about 5 seconds before her arms gave way and she flopped onto the bed. They stayed like this for a while before their breath finally caught up to them. Once Twilight's cock became completely flaccid, she pulled out of the yellow pegasus. Fluttershy was the first to speak.

"You're pretty wild in the sack, Twilight." Fluttershy complemented. "You should do this more often."

"I'm DEFINITELY gonna do this again sometime." Twilight said with a nod.

"Glad to hear it." Fluttershy replied. "Because this is just as good as ponies said it is."

Twilight closed her eyes and rubbed her head. When she opened them again, she noticed that she had mounted Fluttershy's ass. She also noticed an "extra addition" between her legs when she looked down. She immediately flushed with a deep blush.

"Tell me I'm dreaming." Twilight said in disbelief. "Tell me I didn't magically give myself a colt dick and rail you."

"But, that's exactly what happened Twilight." Fluttershy responded as she turned her head to look at Twilight. "You made me cum 3 times."

Twilight started to hyperventilate due to the stress of the situation she found herself in. She put a hoof to her chest and layed back as she felt that she was on the verge of passing out. Fluttershy turned around and looked at Twilight with concern on her face.

"What's wrong, Twilight?" Fluttershy asked. "Why are you hyperventilating?"

Twilight didn't respond since her breathing was making it difficult to speak.

"Hold on. I'll be right back." She said quickly as she flew off of her bed and into her kitchen.

When she returned, she had a paper bag in hoof. She handed it to Twilight.

"Breathe into this. It'll slow down your breathing." Fluttershy informed her.

Twilight grabbed the bag and started to take slow, deep breaths into it.

"That's it. Breathe in, breathe out." Fluttershy instructed.

Twilight continued to take slow, deep breaths until her breathing had completely slowed down. She took one last deep breath and put the bag down.

"There, now tell me what's troubling you." Fluttershy said as she placed a hoof on Twilight's left thigh.

"I feel like my body's been on autopilot lately." Twilight confessed. "I've just been doing things without remembering what I did or how it happened."

"Well, I'm sure if you relax and give your brain time to process what you do remember, it'll all come back to you." Fluttershy advised.

"Maybe you're right." Twilight agreed. "Maybe I have been overworking my brain too much."

"Nothing a little rest can't fix." Fluttershy suggested.

"Alright, I'll take your advice." Twilight said as she got off the bed. "I'm gonna go home and rest my mind. Thanks for the help."

"Anytime." Fluttershy responded.

Twilight then went downstairs, opened the front door, and exited Fluttershy's cottage.

Author's Note

Butt sex is wild, but it don't cause no children!!!!:moustache:

A Race Against Time

Spike dragged his feet behind him as he made his way back home. His day was wasted as he desperately tried to find Twilight and speak to her about the cupcake. But he always got the same answer everytime he asked somepony where she was. So having no other places to look, he decided to call it quits and return to his home. He had a small sliver of hope that Twilight was already there, but he strongly doubted it. He stepped up to the front door and turned the knob. The door opened and he walked inside. The house was almost maddeningly quiet as Spike's footsteps echoed loudly throughout the whole house. He looked in the front room, kitchen, and bathroom, but saw no sign of Twilight. His last place to check was her bedroom. He climbed the stairs and entered the room. Empty. He sighed as he turned around and left the room, closing the door behind him.

"I'm never gonna get a chance to tell Twilight what's going on." He said depressingly. "It's probably too late to warn her now, but I still feel like I could have informed her in time. Guess I was dumb for thinking that."

It was then that he heard a loud groan coming from outside, accompanied by footsteps. The footsteps drew close to door before stopping for a moment. The door swung open a moment later and a very wobbly Twilight Sparkle entered the house. She stumbled a bit before falling onto her stomach. Spike quickly rushed down the stairs and helped her up when he saw this.

"Thanks, Spike." Twilight said as she tried to maintain her balance.

"You're welcome." He replied. "What happened to you?"

Twilight looked away from Spike while sporting a slight blush. She couldn't tell him what she did with her friends today. She didn't want anypony to know about it, let alone him. He was still too young to know about that kind of stuff anyway. Realizing this, she figured it was better to lie to him about it.

"I was just busy helping my friends with their preparations for the party." She lied with a grin. "Oh I helped them alright. Helped them get their rocks off."

"Oh. Ok" He responded.

"So, what have you been up to today?" She returned the question.

"Believe it or not, I was trying to find you so I could tell you something." He informed her.

"What did you want to tell me?" She said with a curious look on her face.

"That...I...um." He hesitated.

"You what?" Twilight persisted.

"I...ugh..." He stammered while rubbing the back of his head.

Twilight made a gesture for him to keep going. Spike continued to stand there and mumble. He wanted to tell Twilight what he did, but was afraid of the repercussions he would receive. He twiddled his fingers and looked at the ground. His cheeks burned as he tried to speak but no words came out. Eventually, Twilight grew tired of him stalling.

"Look, Spike. I've had a VERY rough day. So since you're not gonna tell me what you want to tell me, I'm going upstairs to take a nap and I'm not getting up until it's time for the party." She said in aggravation as she trotted past him.

Spike grabbed her tail at the last second and got her attention. "Wait, Twilight." He said.

Twilight turned around and put her hooves on her hips while grimacing at him.

Spike took a deep breath and spoke. "That cupcake you ate this morning was infused with a plant that makes you fall in love with a random pony you see." He confessed.

"Huh?" Twilight said in disbelief.

"I wanted Rarity to love me back, so I went to the Everfree Forest and found this plant that induces a love spell." He said shamefully.

"You did WHAT!?" She asked outrageously.

"The cupcake was meant for Rarity, I swear." He explained. "But when I found out that you ate it, I ran all around town trying to warn you about it. I promise I didn't do it just to prank you or something."

"I'm not mad about the fact that you indirectly fed me a love potion." She proclaimed. "I'm mad about the fact that you blatantly disobeyed my wishes! I told you not to use magic for love. The reason was because I didn't want you to do something reckless like this!"

"I'm sorry, Twilight. I really am." He apologized.

"Do you know what I've been doing all day Spike?" She asked in an unsettling tone, her face becoming dead serious.

"No." He said as he shook his head.

"Earlier, I said that you were too young to know about adult pony things. But your actions as of late have convinced me otherwise, so I'll tell you what I've been doing. Thanks to your flagrant negligence, I've been NAILING all my friends!" She exploded.

"What!?" Spike replied, flabbergasted by that statement.

"That's right." She confirmed. "I went over to their houses to oversee their duties for the party, but I ended up sleeping with all of them instead. Do you have any idea of the things I did to them? Do you know what they did to ME!? Do you, Spike!?" She asked as she barreled down on him.

Spike cowered before his mother figure. He had never seen her get that mad at him before. She was usually more calm and reserved. Even in the rare occasions when she did get exceptionally angry with him, she still did it in a collected manner. But now, she was screaming at him like he just committed murder. She snorted loudly while staring him down venomously. Her angry faded a bit when she saw a few tears fall on the wooden floor. She looked a little more closely and saw that Spike's eyes were dimmed with tears. For the first time in his life, he felt legitimately afraid of her. She came down on him looking like she was ready to blow up the house again. And fact that she was shouting at him didn't help either. She smoothed her mane down and sighed heavily. Even she had to admit that she got a little too heated there. Nonetheless, Spike continued to weep quietly. Twilight approached him slowly and raised his chin so that he was looking her in the eyes.

"Spike, I didn't mean to blow up at you like that." She said sincerely. "I let my anger get the best of me, and I'm sorry for that. But you should really be more mindful whenever somepony tells you not to do something. They're not doing it to be spiteful, they're just looking out for you. You have to understand that there could have been more serious consequences. Who knows what could have happened if I continued to trot around, or if the princess showed up? But thankfully, neither of those things happened. Be that as it may, we still have to do something about this cupcake problem because I would prefer not getting a sudden urge to mate with the first pony I see for Celestia knows how long."

Spike wiped his nose and sniffled. "Alright. But I feel like I should apologize too. I threw cation to the wind and did the very thing you told me not to do. I'm really sorry, Twilight. Please forgive me?" He pleaded.

"Oh, Spike." Twilight said as she kissed him on the forehead and hugged him tightly. "There's nothing in the world you could do that would make me not forgive you. You're like a son to me. And I'll love you no matter what."

Spike wrapped his arms around Twilight's neck and hugged Twilight back. "Thank you Twilight."

"Now, what was the name of that plant you found?" She asked him after they broke their embrace.

"Lovers Desire." Spike answered.

"That's the name for it!?" She said at this shocking revelation. "Luna Almighty, Spike. You're telling me that name didn't raise any red flags for you?"

"No." He shrugged. "I assumed that it was made to create a heavy sense of affection in a pony."

"Spike, do you even know what a lover is?" She inquired.

"Isn't it somepony who likes you?" He asked as he answered her question with a question.

"Well yes, but not exactly." She responded. "It's somepony who you're involved with physically, and sometimes sexually." She added with a blush.

"Oh." He said, dumbfounded by her statement.

"I'm pretty sure I've got a book that could shed some light on this mysterious plant." She stated as she looked over her bookshelves, searching for a book that might aid them."

She soon came across the book she wanted: Whimsical Witchcraft: The Encyclopedia of All Things Magic. She picked up the book with her magic and skimmed through it. She quickly turned to the chapter that talked about spells and potions. After going through countless pages, she found the one she needed.

"Ah, here it is." She said informatively. She then began to read the passage aloud:

Lovers Desire: A plant that's been known to cause who ever ingests it to lust for the first pony to make direct eye contact with them. This is only limited to adult ponies as it has no effect on fillies or colts. The effected pony will feel overwhelmingly attracted to the pony they see, no matter their gender. Their mind will become a slave to their sexual desire and push them to mate. In order for this happen, they have to make direct eye contact with a pony for at least 5 seconds; But in some cases, it can happen instantly. Once this happens, they won't have any control of their actions. Their body with simply resort to its primal instinct. But the plant not only effects the pony who ingested it, but the pony they came in contact with as well. They too will have the overwhelming urge to engage in sexual behavior. Their body will move of its own accord. In some cases, they tend to fight this urge. But once the effected pony makes direct physical contact with them, they start to feel the effects. How quickly the effects kick in depend on how much physical contact is made, as well as what kind of physical contact. Certain things, like hugging or kissing, cause the effects to occur at a steady pace. But more suggestive things, like groping or licking, cause the effects to happen faster. Thankfully, the effects go away briefly for the effected pony, and completely for their partner once both ponies reach orgasm. Even though this is the case, the effects will kick back in once the original effected pony sees another pony. The original effected pony will have no memory of the act they committed, while their partner retains their memory of what of happened. The reason for this is currently unknown. As of this moment, there is no known cure for this plant. Ponies who come in contact with it are adviced to stay clear of it for its effects may be permanent. Research for a cure has proven fruitless so far.

Twilight's body froze once she read those last few sentences. The thought of her being stuck like this forever was more than she could bear. Her assistant noticed her stunned expression and tried to snap her out of it. But this was not necessary because Twilight was determined. She wasn't ready to give up just because a book told her that there might not be a cure. Where there's a will, there's always a way.

"What now, Twilight?" Spike asked his caretaker.

"We're gonna go to Zecora and see if she knows about a cure." Twilight announced.

"But, didn't the book say that there wasn't a cure?" He reminded her.

"Spike, this book was made around the time that Celestia and Luna were getting their first heat cycle. The information in it may be FAR outdated by now." Twilight reasoned.

"Alright, but I don't think I needed that gross visual though." He said with a sick expression on his face.

"Come on. There's not a moment to lose." She said as she used her magic to levitate Spike onto her back and made her way to Zecora's hut.

Once they arrived at Zecora's hut, Twilight told her everything that she had done with her friends, much to Spike's displeasure. After she heard the full story, Zecora put a hoof to her chin.

"That does sound very lewd. But it's a good thing you're quite shrewd." She spoke in her usual cryptic tone.

"I know. There's no telling what would have happened if I didn't go straight home after visiting my friends." Twilight said.

"Hold on." Spike chimed in. "So since we now know what the plant is, could somepony tell me why it even exists in the first place?"

"It was made so that a pony can have fun for a day. But by the end of it, they may need to pray." Zecora said as she blushed slightly.

"You could have run this by me when I came over here yesterday you know." Spike said with irritation in his tone.

"I tried to but you fled. It is not my fault that you were mislead." She shot back.

"Oh. Right." Spike said as rubbed the back of his head sheepishly.

"Please tell me there's a cure." Twilight pleaded as she grabbed Zecora's shoulders.

"Yes, a cure does exist. But this time, I hope you get my gist." She said, flashing Spike a look of annoyance.

"Where do we find it?" Twilight beseeched her.

"The plant you seek is near Lovers Desire, but trying to retrieve it may cause you to tire. If you get too close, the plant will go on defense. But you may be able to outsmart it with a little common sense. Much like Lovers Desire, the plant will denfend itself with thorns. You could easily defeat with the use of your horn." Zecora responded in rhyme scheme.

"What does this plant even look like?" Spike butted into their conversation.

"The plant is purple with a stem that is black, and once you find it, be ready to attack." Zecora reminded them.

"We'll keep that in mind. Come on Spike, let's roll." Twilight said as she turned to leave.

"But before you go, I must tell you to make great haste. For if you take too long, you trip will be a waste." Zecora stopped her.

"What do you mean by that?" Twilight asked as she turned back around to face Zecora.

"The plant only grows when the sun is high, once it sets, the plant will wither and die." Zecora enlighten her.

"And since things work differently in the Everfree, the suns sets sooner than normal doesn't it?" Twilight concluded.

Zecora nodded her head in response.

"Then there's no time to waste, Spike." She stated before she fired up her horn and teleported herself and Spike out of Zecora's hut.

After they left Zecora's hut, they made their way deeper into the Everfree.

"Alright, Spike. Where did you find the Lovers Desire." Twilight asked him as he ran alongside her.

"I think we're going in the right direction." He said with uncertainty. "These surroundings look kinda familiar to me."

"I hope you're right." She said nervously. "Because I'd hate for this to be all in vain."

Right as Twilight finished her sentence, they heard a loud growling sound, causing them to stop dead in their tracks. The growling was accompanied by footsteps heading in their general direction. Twilight quickly grabbed Spike and jumped into a nearby bush, cupping a hoof over his mouth to keep him quiet. As the footsteps got closer to them, Twilight had to put a hoof over her own mouth to prevent herself from screaming. She turned head to look out of the bush to see what had been following them. It turned out to be a Timberwolf. It had heard them talking and was tracking them down. Both Twilight and Spike held their breaths as the Timberwolf sniffed the area that they just occupied. Its nose soon led it to the bush they were hiding in. Twilight's heart nearly stopped when she felt the wolf's breath on the back of her head. She closed her eyes and silently prayed the beast didn't discover them. The wolf growled angrily and let out a snort. Twiligh could feel her heart thudding in her chest now as she continued to keep her eyes closed.

"Please don't find us. Please just ignore us and leave. We don't have time for this." Twilight thought.

A few moments later, the wolf sniffed the bush one last time before turning tail and leaving. Both Twilight and Spike breathed a sigh of relief as they heard the wolf's footsteps got further away. Once they were sure that they were safe, they exited the bush and made a break for it.

"Hey, Twilight?" Spike asked.

"Yeah, Spike." Twilight answered.

"Why didn't you teleport us out of that mess?" He questioned.

"Because I didn't want to use my magic until I was certain that the Timberwolf would attack us." She responded.

"Alright then." He said, accepting her answer.

Spike lead Twilight to the area where he found the Lovers Desire. It was significantly darker here then it was the first time he came here, possibly due to the fact that the sun was setting. Twilight used her horn to light up the area so that she and Spike could see. They scanned the area, looking for the plant Zecora had informed them of. Since the area was relatively small, there weren't very many places to look. Spike stopped when he saw a strange-looking plant that might have been the one they were looking for.

"I think I found it Twilight." Spike said, pointing to it with his claw.

Twilight trotted up next to him to get a better look at it. She shone her light on it, and sure enough, that was the plant they wanted. It was a small purple flower with a row of thorns surrounding it, just like Zecora said. It didn't look very foreboding at first glance, but they had a feeling that it was capable of doing some serious damage.

"Should I just try to grab the plant?" Spike asked his mother figure.

"I wouldn't." She warned him. "There's no way of predicting what that thing is gonna do."

"Well, it's worth a try." He said as he walked up to the plant.

"Be on your guard." She reminded him.

Once Spike was directly in front of the plant, he swallowed hard as he bent down to pluck it. Not knowing if the thorns would react or not was putting him on edge. But he pushed that fear deep inside of him as he wrapped his claw around the plants stem. He looked back at Twilight, who gestured for him to continue. He paused and took a deep breath before tugging on the plant with all his might. The plant came out of the ground with almost no effort. Both Twilight and Spike shared a perplexed look on their faces.

"That was it!?" Twilight asked incredulously. "It was that simple!?"

"I guess." Spike shrugged. "Looks like Zecora was wrong for onc-" He started to say but was interrupted by a vine grabbing him by the ankle.

The vine lifted him into the air and began to swing him around. Twilight thought fast and tried to blast the plant with magic, but was smacked into a tree by another thorny vine. The attack left her feeling discombobulated as she struggled to maintain her balance. She didn't have time to do so as the same vine that assaulted her grabbed her by her waist and launched her into the air. It threw her high above the trees as she flailed helplessly in mid-air. It wasn't long before another vine came charging towards her. Though she didn't have time to use her magic, she had just enough time to put her hooves up and block the attack. She was left with 3 deep gashes in her forearms as she was sent crashing back down into the earth. Thankfully, she used her magic to cushion the impact a bit. Spike, for his part, was still being swung wildly through the air. The vine that had held him was digging itself deeply into his ankle as tiny droplets of blood leaked out. But despite all this, Spike still clutched the plant to his chest. He knew the plant was what the thorns were after, but he wasn't letting go of it for anything. He had already screwed up enough lately, but he wasn't gonna mess this up. The vine, having gotten sick of Spike's resilience, threw him to the ground forcefully. Luckily, Twilight was there to catch him with her magic before he hit the ground.

"Thanks, Twilight." Spike said.

"You can thank me later. We've still got to deal with these thorns." Twilight said stoically.

4 vines came charging at Twilight and Spike all at once. Twilight quickly put up a magic shield, deflecting the oncoming attack. But she didn't notice 4 more vines shoot of out the ground and strike her. They slashed her across her back, effectively flooring her. The vines then turned their attention back to Spike as they rushed towards him. Spike went on the defensive and breathed fire at them. They swiftly dodged the fireball and grabbed him by both his legs. They then started to lift him into the air and slam him back down on the ground. Spike became more bloody and injured the more they did this. After 5 slams, Twilight had gotten back to her hooves and saved him.

"Leave him alone!" She shouted as she blasted the vines powerfully.

The vines recoiled slightly but immediately lashed at Twilight afterwards. She teleported out of the way and reappeared above the vines. She then magically conjured a sword, grabbed it with her hooves, and sliced the vines in half. The vines wiggled around helplessly as they slowly began to regenerate themselves. While they did, more vines reached out at the pair. Twilight used her magic sword to block and cut the vines as they came toward her and Spike. One vine tried to swipe at her, but she ducked underneath it and severed it as it went by. Another came at her and she did a backflip to avoid it. After it stuck itself into the ground, she quickly lurched forward and cut it in half. One more sped towards her and Spike, attempting to skewer them.

"Get behind me, Spike!" She ordered him as she took a powerful stance.

Spike graciously did as he was told and hid behind her. The vine continued to rush at them. Twilight narrowed her eyes as she prepared herslef to counterattack. Once the vine was mere inches from stabbing them, she put her sword up in front of her at the last second. The vine split in half as it moved against Twilight's sword. Twilight held her ground as the vine was perfectly cut down the middle. Spike stood there in awe at what he was witnessing. The vine soon gave up and backed away from the two with its two halves limply dangling in the air. Spike then looked up at Twilight and praised her for her valor.

"Nice moves, Twilight." He complimented her. "I had no idea you could move like that."

"Thanks." She replied. "Danger has a way of bringing out the best in a pony."

Their banter was cut short as a vine grabbed them both and flung them into a tree. Twilight hit the base of the tree with a resounding thud, while Spike hit a tree branch and dangled from it. Without giving them a moment to rest, the vine lunged at them. Despite their injuries, they dodged out of the way. The vine destroyed the tree on impact, smashing it into pieces. Twilight quickly used her magic to put a chain around the vines to hold them in place. The vines squirmed and struggled as they tried to break the chain.

"We have to get to the root of this problem." Twilight declared.

"You mean the vines themselves?" Spike asked.

"No, the LITERAL root." She explained. "It we can find the root of theses things and cut it, that should stop the vines entirely."

"Oh. I got you." Spike said, catching on now.

"I'll keep these things busy, while you dig for the root." She stated.

"Yes ma'm." He saluted.

Once they finished putting their plan together, the vines broke the chains. Spike sprinted towards the area where he grabbed the plant, still clutching said plant in his claws. The vines reacted violently to this and tried to attack him. Twilight teleported in front of Spike and made a path for him, slicing vines left and right. After they reached the area, Spike got down on all fours and stared to dig while Twilight protected him. Realizing what they were planning to do, the vines barreled down on the two of them all at once. Twilight knew her sword wasn't going to block all of them at the same time, so she opted to put a magic barrier around herself and Spike instead. The vines were effectively stopped by the barrier. But that didn't stop them from bashing against the barrier relentlessly. Twilight cringed in pain each time the vines hit the barrier since maintaining the barrier was taking a lot out of her already. Spike continued to dig furiously for the root to the vines. He had already made a seemingly deep hole in the ground by this point. The vines got resourceful and burrowed deep into the earth. They resurfaced a short while later inside of the barrier.

"Spike, catch!" Twilight shouted to him as she conjured a shield and threw it to him.

Spike caught it instinctively and thanked her for it. After this, the vines wasted no time in assaulting them. Twilight used her sword again to fight off half of them, while Spike used his shield to protect himself from the other half while he continued to dig.

"Spike, do you think you could speed up the process a bit?" She said impatiently. "It's increasingly difficult to maintain a magic barrier while fighting off multiple opponents."

"Well digging a hole while preventing yourself from being impaled is no walk in the park either!" He shot back.

The vines continued to attack Spike's shield, putting multiple dents and slash marks on it. He knew this shield was eventually gonna fall apart from wear and tear, so he decided to just get rid of his adversaries. He put the shield down and breathed a massive fireball at the vines that had been pestering him. The flames roasted the vines and left them charred and frail. Spike then used his shield to bash them into dust. But he knew they would regenerate themselves soon, so he quickly went back to digging at full speed. He made even more progress than before, making the hole he created 3 feet deep now. He could barely see and his claws were caked with dirt, but he wasn't going to let that slow him down. Unknown to him, one of the vines he destroyed earlier had fully recovered and slithered into the hole. But right as it was about to grab him, Twilight leapt into the air and stabbed the vine into the ground from above. This stopped the vine dead in its tracks as Spike continued to dig. It wasn't long before he hit something thick and lanky. He felt around for a bit and found more of them.

"I think I found the root Twilight!" He shouted to her.

"Well what are you waiting for? Cut it!" She demanded.

He then took his claw and attempted to sever the roots. But when he did this, they quickly grew back before his eyes. He face palmed himself and slid his hand down his face with annoyance.

"You gotta be kidding me!" He vexed.

"What's the problem?" He heard Twilight ask him.

"These roots have the same regenerative abilities as the vines." He dejected.

"That means you have to pull them up by force then." She responded.

Spike let out a loud groan as he dug around the root to get a good grip. He then wrapped his hands around the root and stared to pull them upward. He grunted and strained as he used all his might to pull the root out of the ground.

"Twilight, I could really use you help right about now." He stressed.

Twilight took the hint and put down the magic barrier so that she could use her magic to help Spike uproot the vines. The vines realized the pair were trying to uproot them and attempted to stop them. They slashed Twilight across her hindlegs and back. They also lashed at Spike and cut him across his torso and arms. They blenched from the pain but still continued to pull the vines up. Slowly, but surely, Spike and Twilight's teamwork were getting the job done. The root was steadily being pulled up, causing the vines to get sucked underground as a result. Twilight began to move backwards with Spike in her magic grip in an effort to help speed up the process of uprooting the vines. The vines pulled against Twilight and Spike in a last ditch effort to thwart their plan. They both got pulled forward slightly but were able to gain some ground and move backward so more. It was like they were in a game of tug-of-war. Twilight and Spike pulled back in order to pull the vines up while the vines pulled forward so that they could prevent themselves from being uprooted.

"These things just don't know when to quit." Spike said with aggravation thick in his voice.

"Come on, Celestia-damn you!" Twilight swore.

While the vines were proving to be quite persistent, they were no match for the combined efforts of Twilight and Spike. They had the root almost completely pulled up by this point. The vines made one last attempt to stop them by attacking them again.

"Oh no you don't." Spike said before inhaling deeply and spitting out the largest fireball he could muster.

The fire burned the vines severely as they shriveled up intensely. They gripped the root tightly and gave one last mighty pull. The vines came completely out of the ground from the hole Spike dug and laid there limply. Both Twilight and Spike gave a groan of relief for they had successfully uprooted the vines. They fell onto the ground with exhaustion while breathing heavily.

"We did it." Spike said breathlessly.

"Yeah." Twilight gasped. "Now all I have to is....ingest the cure."

Spike reached behind himself and retrieved the plant. He had tied the plant around his tail before he tried to uproot the vines. He tossed the plant to Twilight, who caught in her mouth. She then swallowed the plant down quickly. They looked up and saw that the sun had almost completely come down, plunging the Everfree into darkness.

"And not a moment too soon." Twilight stated.

"So, you ready to head back yet?" Spike asked.

"Really?" She asked with agitation in her tone. "We just got banged up, man handled, and almost killed by ruthless vines. We almost ran out of time. And we had a giant game of tug-of-war that we almost lost. No to mention the fact that I used every ounce of magic that I had. So do you really think that after all that, we would just brush it off and go home like nothing happened!?"

"I was joking Twilight." Spike smiled. "If you'd rather just lay here until we're well enough to walk, that's cool with me."

"I'll take you up on that offer." She replied with a smile of her own.

Author's Note

Sorry for the MAJOR delay with this specific chapter. I've been very busy lately, plus this is the longest chapter in the story. I wanted it to be spectacular as well as to make for being on hiatus for so long. So here is, I hope you liked it!

Happy Ending Special

The Mane 6 laughed and giggled as they talked amongst each other with music in the background, as well as food and tea in hoof. Twilight had explained to them the situation with the cupcake and why she acted the way she did around them earlier that day. She also told them about her and Spike's battle with the vines and how they got the cure in the nick of time. After she and Spike had returned home, they immediately bandaged each other up since they had sustained some minor injuries from the altercation. The worst Twilight had was some deep cuts and minor bruises. Spike, on the other hand, had injured his right shoulder and left ankle due to being swung around and slammed into the ground so much. He had his shoulder put in a sling and his ankle wrapped up in gauze. Despite all this, Twilight and Spike felt like this was a learning experience for the both of them. Now that they both knew about the Lovers Desire, they knew to stay as far away from it as possible for as long as they live. The only thing they had to do now was kick back and take it easy for a while.

"I can't believe all this shit happened just because of a cupcake." Rainbow said with a hearty laugh.

"I know." Pinkie agreed. "Who would've thought that something so sweet and delicious could have caused such an avalanche of events?"

"Tell me about it." Twilight said, groaning afterwards. "I'm just glad that it's all behind us now."

"Amen to that sister." Applejack concurred with her, raising her glass in agreeance. "That cupcake was nothin but trouble."

"Well, it wasn't all bad." Rarity argued. "I rather enjoyed being a little naughty with another mare when nopony was around." She finished, blushing slightly at the memory of her and Twilight.

"Who doesn't?" Rainbow asked. "It's like I always say: It takes a mare to know what another mare wants. Stallions just don't understand that. I mean, sure they can get the job done; But mares know exactly what spots to hit to make their partner scream out their name. That's why I'll always stick to girls." She explained, taking a sip of her tea after her speech.

"I may take your advise Dashie." Pinkie declared. "After Me and Twilight's love session, I don't think I'll ever want a stallion inside of me."

"What sexy things did you and Twilight get up to?" Rainbow asked with a lustful smile.

"She got on top of me and rode me like a stallion." Pinkie affirmed. "Minus the dick, of course." She added.

"How bout you, Rarity?" Rainbow asked.

Rarity blushed and went silent upon hearing this question directed towards her. Although she mentioned that she enjoyed what she and Twilight did, she didn't think that she would have to actually attest to it.

"If you really want to know: Myself and Twilight engaged in tribadism." Rarity stated.

"Triba-what?" Rainbow said, confusion adorning her face.

"You know? Tribbing." Rarity continued, hoping her friends would understand if she used a different phrase.

But they still looked at each other with puzzled expressions, not knowing what Rarity was talking about.

"Could ya say it in English, please?" Applejack asked with a grin.

"Scissoring!" Rarity exasperated.

"Oooooh." Rainbow said, finally catching on. "That's pretty hot. It's a personal favorite of mine." She added proudly.

"To save ya the trouble of interrogatin meh, ah'll just go ahead tell ya'll what we did." Applejack remarked. "She came over to the farm, got me to go over to the barn with her, and she ate meh pie. That's all there is to it. Nothin more, nothin less." She said factually.

"Boooooooring." Rainbow said comically, giving Pinkie a high five afterwards.

"Alright Rainbow. Since you're such a hot-shot, let's hear yer story." Applejack insisted.

"Gladly." Rainbow responded egotistically. "So, outta nowhere, Twilight started licking my body. At first, I was gonna call her a weirdo and push her off me. But wouldn't you know it, I actually started to like it. It just felt so...right. Anyways, I kissed her and told her I was gay, but from what she told me, you girls already knew that. Thanks for letting me know that you girls were aware by the way. So then she pressed me up against a wall and we made out for a bit. Then we moved over to the couch and she ate me out. I don't wanna brag, but I practically drowned her in cum. While she was using my shower, I got in there with her and returned the favor. You shoulda seen the look on her face when I had my hoof inside her. Priceless. After that, she left." She finished with a sly grin.

"I must say, that does sound quite eventful." Rarity stated, fanning herself with her hoof while sporting a deep blush.

"Ah guess it beats my story." Applejack admitted.

There was a brief silence before all eyes turned to Fluttershy. She was the only one of them that was yet to voice her sexcapades. Fluttershy immediately shrunk inside herself upon seeing everypony stare at her. If there was one thing she detested, it was being put on the spot unexpectedly. Her cheeks burned red as she remained stagnant, not saying a word to anypony.

"Come on Fluttershy." Pinkie goated her. "Everypony else talked about their fun times, now it's your turn."

Fluttershy gulped audibly before she slowly began to speak. "She....." Fluttershy hesitated.

"She what?" Rainbow pressed her.

"She..." She started to say, but mumbled the rest of her sentence.

"Huh?" Rainbow asked. "Could you try that again, a little louder this time."

"She...." Fluttershy responded a little louder this time, but was still not loud enough to be heard clearly.

"You'll have to speak up darling. We can't quite understand you." Rarity offered.

"She......me in the..." Fluttershy said, but didn't complete her sentence.

"She did what in the what?" Applejack asked.

"She......me in the..." Fluttershy mumbled again.

"What is this? Fill in the blank. Just tell us already!" Rainbow coerced her.

Fluttershy looked over at Pinkie and saw that she had a fiendish smile on her face. She shifted her eyebrows up and down, hinting that she knew what Fluttershy was trying to say. Even though Pinkie was known for keeping secrets, she had a reputation of blabbing the ones that she deemed not worth hiding. The last thing Fluttershy wanted was for Pinkie to spill the beans. She cupped her hooves over her mouth and blushed furiously.

"I think I know what she did." Pinkie piped up with a smug expression on her face.

"Well, enlighten us then." Rarity coaxed her.

"Twilight..." Pinkie started.

"Twilight what?" Rainbow beseeched.

Fluttershy shook her head at Pinkie while blushing redder than before, begging her not to tell them.

"Twilight..." Pinkie started again, smiling wider than before.

"Twilight did what?" Rainbow persisted with a hint of annoyance in her voice.

Fluttershy shook head at Pinkie once more, her face becoming even more red.

"Twilight..." Pinkie began to say again, only to stop mid-sentence.

"Celestia-dammit Pinkie! What did Twilight do!?" Rainbow shouted.

Fluttershy shook her head one last time at Pinkie, her face almost completely red by this point.

"Twilight f-" Pinkie started to say.

"FUCKED me in the ASS!" Fluttershy blurted out, interrupting Pinkie before she could finish her statement.

Her friends looked at her with utter shock. Fluttershy lowered her head and pulled her mane over her eyes. They didn't blame her. It wasn't easy for somepony like her to reveal something like that. They took a while to process what Fluttershy just told them.

"I was gonna say Twilight fingered you in the pussy." Pinkie claimed. "But then I realized that it wouldn't make sense since we don't have fingers."

"Wait. So you mean Twilight magically gave herself a dick and screwed you doggy-style?" Rainbow asked Fluttershy.

Fluttershy silently nodded her head in response.

"Holy fuck, that is so awesome!!!" Rainbow fangirled.

Fluttershy raised her head when she heard this.

"You really think so?" She questioned.

"Hell yeah!" Rainbow replied. "I've heard numerous ponies tell me that butt sex is amazing!"

"I've been curious about trying it for sometime myself." Rarity chimed in.

"Ah've heard a few things about it too." Applejack mentioned. "Sounds pretty interestin to meh."

"Twilight, you gotta do it to me next." Rainbow pleaded as she grabbed Twilight's shoulders. "I've always wanted to try anal."

"She said what what in the butt. She said what what in the butt. You wanna do it in her butt? In her butt. You wanna do it in her butt? In her butt." Pinkie randomly sang out loud while shaking her rump.

Everypony shot her questionable looks and raised eyebrows.

"Too soon?" Pinkie asked light-heartedly.

"You know, Twilight?" Rainbow said, turning her attention back to Twilight. "I was hoping you and I could get together for Round 2." She said seductively while running her hoof up and down Twilight's body.

This sudden question and gesture threw Twilight for a loop as she blushed furiously and looked around nervously.

"You really wanna do it now? In front of the other girls?" Twilight asked.

"I don't care if they watch." Rainbow responsed nonchalantly, disregarding Twilight's statement. "In fact, I've always wanted to make love in front of a group of ponies. I want them to know that you belong to me." She blinked at Twilight sensually.

"No fair, Dashie." Pinkie butted in. "I wanted to have fun with Twilight first. I'm no longer a virgin because of her, and I want her to go down on me some more."

"Tough tits." Rainbow said apathetically. "I came out of the closet to her, so she's mine."

"That don't mean nothin." Applejack chimed in. "Just cuz you're actively gay don't give ya a leg up on the rest of us."

"Besides, we don't need to resort to petty arguing to determine who gets Twilight first." Rarity reasoned. "We can settle this like grown adults."

"Alright, we'll flip a bit." Rainbow agreed as she pulled out a bit coin. "Now, we'll go in teams of 2. 2 of us will get their time with Twilight while the other two wait. Sounds fair, right?"

"Not really, because that math doesn't add up." Twilight pointed out. "There's 5 of you. So that means only 4 of you will be able to go in teams, while the fifth pony will be left out completely."

"I never said the fifth pony would be left out entirely. They'll still get to sleep with you, only it'll be a private session with you two." Rainbow explained.

"So who's on teams?" Pinkie questioned.

"We can flip the bit to determine that, too." Rainbow answered. "Now keep in mind, we're all gonna get time with Twilight. So don't bitch and moan if you don't get to sleep with Twilight first. You'll get your chance."

The others all shook their head in agreeance.

"Alright, AJ. Heads: You're on my team. Tails: You're on Pinkie's." Rainbow expounded.

"How come you get to be captain?" Applejack asked skeptically.

"Cuz it's my bit." Rainbow replied arrogantly.

She then tossed the bit and let it hit the ground. The bit landed head side up.

"Guess you're with me." She said artfully before picking to bit up off the floor.

"Alright, Pinkie. Heads: You got Rarity. Tails: You got Fluttershy." Rainbow stated as she tossed the coin up.

This time, it landed tail side up.

"Looks like it's you and me, eh Fluttershy?" Pinkie asked joyfully before she wrapped her arm around Fluttershy's shoulders.

"I guess it is." She replied timidly.

"So that means Rarity: You go last." Rainbow concluded.

"Hmph." Rarity huffed as she folded her arms in front of her chest. She wasn't too happy with this turn of events.

"Sorry, Rares. Coin decided it." Rainbow bragged as she flipped the coin in the air and caught it in her hoof.

"You girls go ahead without me, anyway. I have to go powder my nose." Rarity said before heading in the direction of the bathroom.

"Before we start, Twilight." Rainbow said as she turned toward Twilight. "We think it's only fair if we ask you for your consent before doing this since you did the same for us earlier today."

"That's understandable." Twilight agreed.

"So be honest with us." Rainbow pleaded as she got down on one knee and took Twilight's hooves into hers. "Are you okay with this?"

Twilight took some to think about it before she gave her answer: "Yes, I agree to this. It's Hearts and Hooves Day. So I might as well cut loose and live a little."

"That's the spirit." Rainbow encouraged her. "Now with that out of the way....." She paused and lowered her head.

A few seconds later, she tackled Twilight out of the chair and onto the floor.

"Let's get busy." Rainbow said in a low, sexual tone.

"Let me just set the mood first." Twilight replied as she lit up her horn.

She then used her magic to turn the dial on the boombox. She stopped when she found the song she was looking for.

"You sure know how to pick em, Twilight." Rainbow complemented her.

"Enough talk." Twilight said lustfully. "Just take me already."

"If you insist." Rainbow obliged as she immediately went straight for Twilight's lower lips, dipping her tongue deep inside of them.

Twilight responded by moaning out softly at first, but gradually got louder the more Rainbow flicked her tongue around inside of her. With the effects of the cupcake no longer in her system, she could truly feel the pleasure coursing through her body. This was a thousands better than when she had Rainbow's hoof inside of her. This experience was much more satisfying. Rainbow knew exactly which spots to hit to make Twilight squirm, and she was hitting every last one of them. Twilight had gotten so caught up in the act, that she didn't notice something small and wet plop onto her face. He inhaled the aroma of it and noticed that it smelled familiar to her. She opened her eyes to see a puffy orange slit resting on her muzzle.

"Ya'll didn't forget about me, did ya?" Applejack asked with a smile.

Twilight shook her head and wasted no time in tending to Applejack's needs as she began to lick Applejack's cunt. Applejack cried out blissfully from Twilight's tongue work.

All three mares were having the time of their lives and they let it be known by moaning out loudly every so often. This action was driving both Pinkie and Fluttershy crazy. They loathed the fact that they had to sit on the sidelines and wait for Rainbow and Applejack to finish up.

"I can't take this!" Pinkie shouted impatiently. "I want Twilight now! My loins are just aching with anticipation."

"It's okay, Pinkie. We'll get our chance. I want some time with Twilight just as much as you do." Fluttershy assured her.

It was at this moment that Pinkie got an idea. "You knooooow." Pinkie said as she wrapped her arms around Fluttershy. "We don't have to wait for them to finish up in order to get frisky." She hinted suggestively.

"That's okay, Pinkie." Fluttershy said quickly. "I can wait until they're done."

"But who knows how long that's gonna be." Pinkie informed her. "Besides, I know you want to." She added, narrowing her eyes.

Pinkie then started to rub Fluttershy's back, causing her to sigh softly. It wasn't long before Fluttershy got the same look in her eyes that Pinkie had.

"I guess a little side action couldn't hurt." Fluttershy relented with a grin.

"I knew you'd come around." Pinkie divulged. "Plus, I need more experience anyway; And you seem like the perfect partner." She said before she grabbed Fluttershy's hindlegs and gently took her to the floor.

She then kissed Fluttershy on the lips as she started to grind her marehood up against Fluttershy's. The yellow pegasus gasped loudly into Pinkie's mouth and began to arch her back slightly. Though she desperately wanted more of Twilight's colt penis, she couldn't deny that the party mare's slit was filling the void right now. Much like Pinkie, she wasn't too accustomed to the feel of another mare's clit being pressed against her own. But she was starting to like the feeling, if her cries of pleasure were any evidence of that. Pinkie broke their kiss and allowed them to cry out freely.

"How am I doing?" Pinkie moaned.

"You're doing fantastic!" Fluttershy gasped.

All five mares were now on the floor, making love to each other. Applejack continued to moan loudly as Twilight's tongue moved rigorously through her fleshy inner walls. Twilight herself was bucking mercilessly against Rainbow's face as Rainbow continued to lick the inside of her pussy. Pinkie cried out as her humps were becoming deeper and more passionate due to the amount of pleasure she was feeling at the moment. Fluttershy's eyes were starting to glaze over as she sighed loudly with her hooves on the sides of Pinkie's body. Rarity used their little orgy as a distraction so that she could slip into Twilight's bedroom undetected. She trotted over to Twilight's bed and saw Spike sleeping soundly on it. Twilight was generous enough to let the young drake sleep in her bed until he was fully recovered. Rarity couldn't help but fawn over how adorable he looked when he slept. The moonlight just seemed to shimmer off his scales. She took her hoof and attempted to shake him awake. He stirred for a bit before he finally opened his eyes and looked at her.

"Rarity, what are you doing here?" He asked sleepily.

"I just wanted to check on my little Spikey-wikey." She said in a baby talk tone. "How are you feeling?"

"A little better than before I guess." He replied. "It doesn't hurt as badly as it did earlier. Twilight said I may be back on my feet in a week or 2."

"That's good to hear." Rarity said with sincerity. "But there's another reason I came here."

"What is it?" He asked.

"I wanted to ask you if it was really your intention to feed me a love potion so that I would fall in love with you." She stated. "Twilight told me earlier, but I wanted you to verify her claim."

Spike looked away from Rarity before he responded. "Yeah, it's true." He said shamefully.

"Did you really think that feeding me a love potion was going to make me truly love you?" She followed up her earlier question.

"No." He answered honestly. "I was so obsessed with trying to get you to say that you love me, that I was willing to resort to any means necessary to make it happen. What Twilight and Zecora were trying to tell me earlier was true: Love isn't chemical, it has to be natural. But I was so desperate, I let their advice go in one ear and out the other. I'm so sorry Rarity. I didn't mean for things to turn out the way they did. But, who am I kidding? I'm surprised you can even stand to look at me right now. You're probably disgusted with me. Hell, I'M disgusted with me. I'll understand if you don't want to forgive me." He finished depressingly.

But Rarity did something that he didn't expect. She wrapped her arms around him and embraced him. After a few moments, she released him.

"I'll admit that while I am very disappointed with your actions, what you did today makes up for it." She clarified. "You felt so much guilt that you ran all around town to find Twilight, owned up to what you did, and put your well being at risk just to fix your mistake. That level of heart and determination is quite admirable in my opinion. Yes, you did something very deplorable. But you went to Tartarus and back to make it right. I would be spiteful if I didn't forgive you. I am the Element of Generosity after all."

"So you're not mad at me?" He asked.

"On the contrary." She announced. "It was actually quite noble of you. Now allow me to let you in on a little secret." She said, gesturing for him to come closer.

He did as she asked and brought his ear closer to her. Without warning, she turned his head to face hers and pressed her lips against his in a kiss. Spike's whole world stopped at the very moment. He suddenly felt lighter than air, like he was floating while remaining seated. He melted into the kiss as he placed his good hand on the side of Rarity's cheek. This was it. This was a reality. He was finally kissing the mare of his dreams. This moment proved to him that her feelings for him were mutual. He didn't want this moment to end. He wanted to stay like this for the rest of his life. A few minutes later, they broke their kiss and looked at each other with starry eyes.

Rarity leaned in and whispered into Spike's ear: "I love you."

"I love you too, Rarity." Spike replied.

"I've always been quite fond of you." She revealed. "But for some reason I was never able to say it to you."

"You and me both." He replied with a light chuckle.

They sat there in awkward silence for a few moments before they locked lips for a second time. Rarity climbed onto the bed and perched herself atop the young drake while still maintaining lip contact with him. She placed her forehooves on the bed and held herself up so as to not put too much weight on Spike's body since he was much smaller than her. Spike found it much harder to breathe with Rarity's weight on his chest, but he was managing fairly well given that fact. Besides, he wasn't about to complain about his love interest finally returning his feelings for her. He instead layed back and let her take the lead. She took his hands and placed them on both sides of her waist. Spike stroked the fur on the white unicorn's sides, allowing the soft bristles of her pristine coat to glide between his fingers. The fashionista shivered as the dragon's hands traveled up her sides and over the groove of her back.

They could both feel the intimacy flowing through each other as desire took control of their bodies. Spike slid his hands past the white unicorn's hips before he put them on her plump rump, clutching her bulbous cheeks in his claws. In the past, he had fantasized about grabbing Rarity's butt and how it would feel in his hands. Now that he was living out that fantasy, he danced happily on the inside knowing that it felt exactly how it dreamt it would. He wanted to savor this moment to the fullest, so he gripped her doughlike buns with more conviction and dug his claws into them. Rarity purred loudly as the young drake's hands massaged her butt, jumping slightly each time she felt his claws bite into her flesh.

She was genuinely impressed by Spike's sex drive. It was no surprise that he had the hots for her ever since he met her, but she could tell that he was holding back now that he finally had the chance to have her. She had expected the dragon to just lay her down on the bed and dive straight in, but he was showing a lot of restraint at the moment. He was taking things slow and easy, which was actually proving to be more effective. A little while later, Rarity felt something poke her neather region. She broke their kiss so that she could see what was going on down there. Upon lifting her rear, she noticed a dark, chubby mast slowly raising itself into the air. She then shot the young dragon a look of carnal desire. Spike could feel his cheeks burn as they turned a deep shade of red.

"There's no need to be embarrassed, Spike." Rarity said in a soft tone. "If you're excited by all this, I won't hold it against you."

"I know, but I'm not blushing because I'm embarrassed." He explained. "I'm blushing because I finally get to go all the way with the pony I love. I've wanted to do this for so long and now that it's actually happening, I feel like the happiest dragon alive."

"You're also the luckiest." She added. "I don't know any dragons who've been with a pony before. Or at least a pony of my caliber." She said before fluttering her eyelashes.

"If I weren't injured right now, I'd plow you like a field." Spike quipped, his tone filled with lust.

"Not to worry, darling. I'll do all the work." Rarity remarked with a considerate smile. "You just lay back, get comfortable, and enjoy the ride."

She then spun herself around and faced away from Spike. The white unicorn stared hungrily at the dragon's cock, getting eye level with it so that she could see it in all its glory. Feeling curious, she reached out her forehooves and took ahold of it. The half erect member throbbed in her hooves, motivating her to grip it more firmly and slowly stroke it in an up/down motion. The young drake inhaled deeply and let out a shaky breath at the feeling of having his dick rubbed. Much like his surrogate mother, he had never explored the option of self-pleasure and therefore had no idea how stimulating it could be; So it was no surprise that he found himself silently moaning due to the fashionista's touch. Rarity continued her effort of jerking Spike off and was taking great joy in hearing the young drake sigh pruriently, which let her know that he was enjoying himself as well.

Spike's endocrine system went into overdrive, pumping adrenaline throughout the young dragon's body. His heart rate quickened, his breathing became rapid, and his loins were tingling beyond belief. By this point, Spike's shaft had become rock hard in her hooves, so Rarity decided to up the ante. She opened her maw and closed it over the tip of Spike's penis. The young drake gasped loudly as the elegant mare began to suck and lick the tip of his cock. He could feel the pressure slowly building in his balls, just waiting to release any minute now. Rarity lowered her mouth past the tip and gradually took in the full length of Spike's dragonhood, causing the baby dragon to give his loudest moan yet as he squirmed and bucked his hips upward. He didn't know how much more of this oral assault he could take.

It was then that he noticed something. Rarity's tail had drooped to the side, exposing her furry, semi-moist marehood to him. He figured that it was only fair to pleasure her since she was doing the same for him. He slowly extended his tongue and gave the white unicorn's vulva a gingerish lick, earning a cry of pleasure from her. Being new to the process of pleasuring somepony, he was unsure of whether or not Rarity liked that.

"I didn't hurt you, did I?" He asked with a worried look on his face.

"No, the opposite actually. That felt wonderful!" She replied after pulling her muzzle off of his dick. "Keep doing it."

Spike obliged her request and continued to lick the soft, fleshy lips of the white unicorn's pussy, earning squeals of delight from her. In response, she wrapped her muzzle around his shaft again and continued to fellate him, causing him to cry out as well. The two of them carried out their respective tasks graciously, moaning loudly as they did.

"Put your tongue inside me, Spike." Rarity was able to mumble out despite having Spike's cock in her mouth.

"Didn't your parents ever tell you not to talk with your mouth full?" Spike asked wittily with a grin so cheesy it could cause high cholesterol.

She laughed at his remark but her laughter was quickly cut short by an unexpected slap to her right flank which made her gasp salaciously.

The young dragon then slithered his snakelike tongue into the dripping folds of the white unicorn's marehood. Rarity stopped sucking the dragon off in order to let out a deep moan. Spike was sure that Twilight and the others could probably hear them, but he was aware that they were most likely doing the same thing that he and Rarity were doing right now. The fashionista could care less if her friends heard her or not as her moans were considerably loud from that point on. Spike moved his tongue along the inners walls of his marefriend's vagina, taking time in between to savor the taste of her insides. With Spike's tongue work sending her senses into overtime, Rarity began to pant more loudly as she could herself getting closer to climax as time went on. Spike could feel himself on the verge of an orgasm as well, his penis already dripping with pre-cum.

The scent of their love-making hung heavily in air, creating a telltale sign of their activity. But the smell didn't bother them. If anything, it compelled them to mate with more conviction then they had previously. It was at this moment that Spike had finally reached his limit. He gave a cry of ecstasy as soon as his climax hit him. His cock exploded in Rarity's mouth, blasting thick streams of cum down her throat. The white unicorn continued to suck away at the young dragon's dick as she swallowed down his load. She could be heard giving muffled sighs as small amounts of Spike's seed trickled down the sides of her muzzle. The young drake huffed and puffed as he rode out the reminder of his climax, momentarily forgetting that he was suppose to be helping Rarity achieve the same thing. His dragonhood gave a few more weak spurts before he was completely finished as it was already starting to become soft. Rarity guzzled down what was left of Spike's spunk before sliding her muzzle off his slowly deflating member. After wiping her muzzle clean, she turned her head back to look Spike who was still utterly drained from his first orgasm.

"Spike, I know you're a little spent from our activity, but I think you're forgetting something." She informed him.

"And...what...would that be?" He asked while trying to catch his breath.

Rather than give a verbal response, she simply pointed to her slightly moistened cunt.

"Oh, right."

He then lifted his head so that he could reach it and drove his tongue back inside, illiciting a sudden gasp from Rarity. Her climax had only faded a little bit when Spike stopped, but it was steadily coming back as Spike continued what he started. He swirled his tongue around inch of the white unicorn's vagina, making sure to be extra thorough this time in order to get the job done. A couple of minutes later, Rarity let out a shout of excitement as her orgasm finally came. Spike was left confused as the white unicorn's cunt squirted its love juice into his mouth.

The mystery substance was wet, sticky and it had an odd flavor to it. And yet Spike felt driven to take in more of this strange viscous material, gulping it down swiftly as it came pouring out. Eventually the flow slowed down a bit before it ended all together. The baby dragon swallowed down what was left of Rarity's cum and slid his tongue out of her. The pair shared a moment of silence as they laid in bed, not moving from their previous positions. That is until Rarity broke the silence between herself and Spike.

"How are feeling now, darling?"

"Like a million bits." Spike spoke in an enthusiastic tone. "I knew that sex would feel amazing, but I didn't know that I would feel THIS amazing. This was definitely worth injuring my ankle and shoulder."

Rarity giggled happily at his response. "I'm glad you enjoyed it as well. But don't get too comfortable because the fun isn't over yet."

"It's not?" Spike asked with curious excitement.

"Not at all." Rarity replied as she sat upright but kept her back towards the young dragon. "There's still one more thing I want to do with you."

"And what would that be?"

He got his answer in the form of a set of hooves clamping over his dragonhood, causing him to let out a lustful gasp.

"I want to ride this dragon cock of yours until the sun comes up." She said in a lust-filled tone. "And I can't do that when it's limper than a wet noodle."

Before she had a chance to stroke his dick for a second time that day, she felt a clawed hand brush over her inner thigh and place itself over her marehood. This made Rarity's body seize up as she released a sudden groan. Another hand slid down her body and began massaging her teats with its fingers. The white unicorn was overwhelmed with excitement as she began to breath out softly. Spike slowly began to edge his fingers inside of Rarity's cunt, which illicited a deep groan from her.

"Darling, you sure know how to make a mare feel incredible." Rarity strained in order to hold back a moan long enough to finish her sentence.

Spike thanked her for her compliment by pushing his fingers deeper into Rarity's slit with one hand and massaging her nipples more frequently with the other, causing the white unicorn to quiver and tremble as if a cold wind had just blown past her. She then used her magic to take hold of his member and began to rub it furiously, earning a yelp of excitement from the baby dragon. Both individuals were beginning to feel passionate sensations began to coarse through their bodies once more as they pleasured each other. Once Spike's member had become erect again, Rarity halted her magic and spoke to the young drake.

"I think I'm ready to start Spike." She said as she removed Spike's hand from her cunt, his fingers slick with her juice as they made a slight squishing sound once they were out.

"But I wasn't even close to finishing yet." He whined.

"This wasn't the thing I wanted to do with you." The fashionista explained. "I was merely getting you in the mood for it. Besides, what I have planned is much better anyway."

"Alright." Spike relented with a hint of exasperation in his tone. "How does your plan work?"

"Well, it starts with me doing this:" Rarity said as she turned her body around to face the young drake.

"Ok." Spike said with a nod.

"Then I do this:" She continued while placing her forehooves on his shoulders and laying him on his back.

"Okay. I like where this is going."

"Believe me, it gets better." She assured him with a smile. "And then I finish up by doing this:" She added as she lifted her lower end into the air and hovered just above Spike's cock.

With some slight hesitation, she carefully lowered herself onto his member. She had to readjust herself a few times in order to get in the right position, but she eventually got exactly where she needed to be. A wince came from her mouth as she slowly edged the tip of Spike's dragonhood inside her. But once she had taken in more of it, her discomfort was quickly forgotten and euphoria took its place as bliss washed over her like a tidal wave. The feeling was mutual since Spike too felt a burst of pleasure go off inside his body as well. Without a moment to lose, Rarity began to slide herself up and down on Spike's penis. The young drake let out soft groans as a series of shivers shot up his spine.

Those same sensations that he was feeling earlier came rushing back to him in this moment. As the white unicorn rode his cock, Spike reached up and fondled her ass checks before giving them a good slap and letting them jiggle between his fingers. Rarity continued to drive the dragon’s shaft deep into herself, feeling her walls stretch in order to accommodate for Spike’s size. She had to admit that for a baby dragon, Spike was certainly much bigger than she expected. And it made her all the more aroused knowing that she was getting more than she bargained for. It was then that’s she decided to lean down and kiss Spike’s lips once more, even going so far as to throw her tongue into the mix this time. Spike immediately followed her lead as he too slipped his tongue into Rarity’s mouth and wrapped it around her own. His hands traveled up the white unicorn’s body and found their mark on her love handles. The two of them lovingly kissed each other while still continuing their sexual act.

“Are you close, darling?” Rarity asked while still deep into their kiss.

“Not even.” Spike replied.

“Good. Because I don’t want this moment to end.” She said before letting out a deep moan.

All of a sudden, the bedroom door swung open as Rainbow burst into the room abruptly. Spike and Rarity instantly turned their heads in her direction and stared with complete and utter mortification. Rainbow quickly noticed them and saw what they were doing prior to her entrance which cause her stand there in shock as a blush formed across her cheeks. After a brief moment of awkwardness, Rarity broke the silence.

“RAINBOW DASH! What in Celestia’s name are you doing in here!” She exclaimed, throwing the blanket over herself and Spike in a poor attempt to cover up their act.

“I could ask you the same thing.” Rainbow snidely responded.

That remark caused her to receive a pillow to the face, courtesy of Rarity.

“The next item I throw won’t be a pillow.” She threatened as she glared at Rainbow.

“Take it easy. I didn’t come here to stop the love train.” Rainbow explained as she began scanning the room for something.

“Then why are you in here?” Spike piped up.

“I just came up here to see if Twilight had lube or anything we could substitute for lube.” Rainbow replied as she rummaged through Twilight’s dresser.

“For what purposes exactly?” Rarity followed up with a question of her own.

“Well, if I’m gonna have a cock inside of me: it better be lubricated first.” Rainbow answered with a bit of sternness in her tone.

Rarity and Spike both exchanged a look before they turned their attention back to the rainbow-haired tomboy.

“So I’ll ask again: Is there anything in here that could work as lube?”

“Twilight has some aloe vera cream in her bottom drawer. You could try using that.” Spike revealed as he pointed to Twilight’s dresser.

Rainbow then slid open the bottommost drawer of Twilight’s dresser and found the small container of aloe vera cream.

“Thanks for the assist.” She said as she grabbed the container before closing the bottom drawer.

“If I may ask, what are you girls doing down there anyway?” Rarity inquired.

“Twilight decided to use a spell that gave herself a dick, so we’re taking turns having a go at it.” Rainbow responded. “Pinkie was so eager that she practically begged Twilight to do her first.”

Out of sheer coincidence, they all then heard the sound of Pinkie’s voice coming from downstairs.

“I take back what I said earlier. I do enjoy having a thick shaft inside of me.” She said loudly. “Give it to me harder Twilight!” She continued before letting out a cry filled with lust.

“Guess I better go rejoin them.” Rainbow said as she exited Twilight’s bedroom before turning around to give one last statement. “Don’t have too much fun up here you two.”

Her remark was met with a door that was being controlled by magic shutting in her face. That same magic then locked the door for added measure.

“That sure killed the mood.” Spike uttered downheartedly

“The mood is far from being dead Spike.” Rarity assured him before she captured his lips into another tender kiss.

They then immediately picked up where they left off prior to Rainbow’s intrusion. The passion that had only left them briefly came rushing back to them at full force. Rarity had resumed pushing Spike’s cock deep inside herself as she sighed loudly. Spike pulled her body closer to his own before he reached up and dug his claws into her back, earning a pained moan from his partner. While she certainly wasn’t a masochist, she still found certain stimuli like biting or scratching to quite pleasurable. And the deeper Spike’s claws drilled into her skin, the more excitement she felt rush throughout her body.

The young dragon buried his face into Rarity’s soft, pillowlike bosom. The feeling of her warm bristly fur brushing against his face as he nuzzled into it was very satisfying to him. It kinda reminded him of times when Twilight would allow him to sleep in bed with her and he would snuggle up close to her before resting his head upon her chest. The only difference is that when he did this with Twilight, it was always done in a doting manner since he saw her as a mother of sorts. But with Rarity he felt nothing but intense ardor towards her and was doing it to feel as close to her as he possibly could.

“Spike, I want you to cum inside of me.” Rarity said, shattering the ongoing silence between them.

“Are you sure?” He asked after lifting his face from her chest so that he could speak.

“Positive.” She insisted before letting out a moan. “I don’t care if it impregnates me or not. I just want to feel you release every last drop of your spunk inside of me.”

A little while later, both of them were inching closer and closer to another orgasm. Rarity was slamming Spike’s dick into herself as forcefully as she could, moving her hips back and forth at a hastened pace. Spike had wrapped his fingers around the bedsheets and tugged on them each time the elegant mare took his full length into herself. Their sighs and gasps filled the air as they carried out their deed. It was a race to the finish at this point and they were both going full speed ahead.

“I can feel it coming.” Rarity stated before sighing loudly. “And it’s coming quickly.”

“I think I’m reaching the limit too.” Spike added as he grunted slightly.

But it seemed he had reached his limit sooner than he expected. He grabbed onto Rarity’s flanks and thrusted into her as far as he could go. Immediately afterwards, his penis blasted its load deep into the white unicorn’s birth canal. Rarity threw her head and moaned as she felt his seed shot through her cervix and splash into her uterus. The young drake continued to squirt stream after stream of his cum inside of the white unicorn. Eventually, his orgasm subsided and he slowly pulled out of Rarity. The elegant mare plopped down onto the bed next to her dragon lover, feeling the fatigue hit her like a speeding vehicle. They both laid there for a while, waiting for their breath to catch up to them. Once it did they turned over and stared deeply into each other’s eyes.

“I’m so glad we did that Spike.” Rarity said as she smiled at him warmly.

“The feeling is mutual.” He replied. “You have no idea how long I’ve wanted to do that with you.”

“A long time I’m sure.” She said before planting a kiss on his forehead.

She then climbed off the bed and trotted to the door before opening it. But just before she left, she turned her head to Spike and spoke to him: "Let me know when you're fully healed. I'll be waiting for you." She said sensually before closing the door behind her.

As she trotted back down the stairs and rejoined her friends, she couldn't help but think about what she just did with Spike.

"I think I made the right decision in giving that little dragon a chance, after all." She thought to herself.

Author's Note

In case you all are wondering what song Twilight put on before getting lucky: https://youtu.be/rjlSiASsUIs

If you truly wanna experience this scene, then play the song in the background while all 5 of them are making love.