Twilight nosed into the darkness, rubbing her soft fur gently across his front. "Are you awake?" she whispered so quietly, she might have feared either answer.

"I am now," he replied with equal silence. The weight atop him shifted and there was a small nip against his chin. "Is that you, Twilight?"

She shuffled over his body, breathing softly against his neck. "It is, hm." She sat up on him, tail swaying against his lower belly and thighs. "I can't sleep."

He reached down to her, gently petting along her belly and sides, up to the bottom of her ribcage. He paused when she sighed at the touch, going still.

Twilight lifted her forehooves and braced them against the wall above him. "Don't stop, please. I swear, every little touch." She swallowed hard as she stretched out over him. Her slender muzzle bumped into his hand and she nuzzled at it. "There's a part of me I am quite curious to see if it reacts the same way or not. I feel like a silly giggling filly just imagining it."

He let her guide him lower with those little nudges, exploring her fuzzy form as he went. He found a shoulder and stroked down that way, following her underarm until he could go no further. He had arrived at where her thighs rested on his belly and gently explored through her fur, her tension growing with every inch. His fingertips brushed her sensitive flesh and she twitched against him. "Wow."

She whispered softly, trying to remain quiet so they didn't wake Spike. "It's amazing. I didn't expect that to feel so nice." She looked up from the way she was holding herself, still keeping her voice quiet. "Please, continue." She swallowed thickly. "For science, and friendship."

He smiled up at her and nodded. His fingertips kept tracing along her. The slow soft breaths she gave at his every motion made it impossible not to continue, rubbing a little harder and more intentionally against her skin. His own flesh grew firm, jutting up into the air as he worked. The passage he teased was so close, part of him wanted the two to come together, but betraying Twilight's trust like that felt even worse than that possibility seemed grand.

His fingers brushed past her depths, teasing her belly instead. She huffed at him and then let out a whimper. He slowed and looked at her curiously. "Are you okay?"

She leaned closer and shifted up his body with a low whicker. "You're getting shy suddenly. Lower, kindly, please." She shivered with thoughts of his fingers. "Please."

He trailed down and slipped his fingers into her fur once more. The sweet scent of her tickled his nose as he traced back to the same spot. This time, he slid past and down into her heated core. Her entire body tensed as he slipped precious inches into her very being. She squeezed around him, panting softly.

Twilight rested more firmly on him. "That feels, different than expected." She turned her head to nibble at the top of his finger. "More, if you're willing."

Brad was a patient man, but Twilight's analytical approach was wearing upon him. "Twilight, please." He curled his thumb, teasing at her more delicate nubs as his fingers probed deeper. "Let me."

She huffed softly, back arching with how far she'd moved forward. "I think we can move on from this." She relaxed against him, tail raised. "Proceed. Thank you for being patient."

He removed his hand and put it on her belly, resisting the urge to taste her essence upon his skin. There were other pressing matters, and its urgent throbbing couldn't be ignored a moment longer. He lifted her up and back, just over his throbbing length. "Ready?"

She wiggled in his grasp, making those sweet little sounds again. "Yes. And Brad?" She looked up at him with that wondrous smile of hers. "Thank you."

Brad hesitated a moment, caught off guard by her words. "Um." But there was one thing he needed in that moment, so he drew her down carefully, as if afraid she might shatter. His member slid into her waiting passage, gasping as she flexed against him, winking as any equine would do. "You're... very tight." He paused once inside her, holding her just at his hilt.

She was barely fitting him, holding him deep inside with little muscular contractions, something like a second heartbeat within her. Her tail flicked against his thighs lightly. "You're bigger than expected. I thought maybe it was my imagination." She wiggled a little, bringing more delightful friction between them.

He gasped and his hips rose on their own. "As long as it fits." He rubbed up against her in a thrust with nowhere to go. "Good. Twilight, mmm."

She just purred and wiggled at him. "Please." She tensed at the sensation of him moving inside her.

"Unfair." A familiar pony strode in, RC scowling at them. "I've been hunting him forever and you just take him like that?!"

Twilight froze at the voice, though she didn't pull away from Brad. "RC? I didn't see you?"

"And it's a good thing you didn't!" She stepped up beside the bed, reaching out to Twilight's mane and giving it a little stroke. "Little Miss Science was the first to act? Unfair. Also, I can feel you two going at it! It's driving me crazy. I bet Bella's losing her mind too."

Twilight blushed and giggled. "Oh? You can feel it too? How curious." She ground down against Brad. "Will you be okay?"

RC rolled her eyes at that. "You have the nerve to ask that while you go on ahead?" She stepped up onto the bed. "The only way to make this better is for me to join."

Twilight squirmed lightly at the thoughts RC was sending, more than a few of them involving a position involving Brad's head being buried between her hind legs. "I guess I should... participate?"

"Please," she almost whined.

Brad colored in a new way at the shared thought. "Twi, you already are." He waved for RC to come over.

RC gladly stepped over Brad and sank down, presenting her already dripping and winking nethers to him. "Go on, and don't stop. Keep going until you're both happy."

Twilight nodded and sat up a little higher. She nuzzled up against RC and gasped as Brad lifted her hind legs. "W-woah!"

She stretched out over him like a bridged to one side. She continued to stroke through RC's fur, mind filled with pleasure. Her passage twitched and fluttered around Brad's thick intruder, all while he throbbed inside her.

Brad tasted RC's passage, being almost smothered by it. In his addled state, feeling the pleasure of the two mares gently bouncing back at him, he didn't mind where he'd found himself. He kissed along her needy flesh, tasting her to his heart's content. His tongue probed deep into her, using what he could to bring her more pleasure. He sucked gently at her lips, slurping and lapping at her juices.

The way that portal yawned open, just to snap wetly at his tongue only drove him deeper as he worked his hips up against Twilight. The double feedback loop of sensation only grew in strength, and he could sense how they felt it as well.

RC groaned as she leaned against the wall and rubbed at Twilight's ears. "What are you waiting for, Brad? You felt, wow, on edge before I even got here. Don't hold back."

He sat up a little more to reply. "That was before I had two beautiful mares laying across me. This is going to be quick, sorry."

She rolled her eyes. "I'm asking you not to." She glanced back at Twilight's absurdly pleasured face. "She may pass out if we go too long." She hissed out a sigh of pleasure, her own nethers trembling. "I'm right beside her."

He relaxed a little. "Then, here we go." He bucked into Twilight more firmly, fucking into her from below. Her passage tightened around him in turn, clenching down in waves as he pressed against her depths. He could feel her working him over, seeking every possible bit of stimulation within her body.

RC cried out basically in sync with Twilight, as if Brad were fucking them both at the same time. She howled and shook with waves of pleasure as she ground herself against him. "Yes. Yes!"

Brad followed soon after, feeling RC's shared ecstasy triggering his own, filling Twilight with his seed. That didn't stop him from stroking within her, helping RC along with those sensations. At least until they all fell atop him, becoming smothered by two heaving mares.

He could barely breathe, let alone move, but that was fine. They slowly untangled and helped one another settle into the bed again. He chuckled softly and stroked Twilight's belly. "That was fun."

RC smirked faintly. "I'll get out of here before we bother some little dragon." She slid to the floor and shook herself out. "But entirely worth it." She trotted for the stairs and vanished from view.

Twilight huffed gently. "I hope we didn't bother him too much." She purred as he kept stroking her, pausing only to catch her breath when he teased over her sensitive spots. "Now you've done it."

"Hm?" He stopped and leaned down to kiss her nose.

Twilight crossed her eyes to look at where she'd been kissed. "You appear to be trying to seduce me. I hate that it's working." She glanced away and back. "So, how are you on literary works?"

"Uh?" He wasn't sure why that was relevant in that moment, but he was learning to roll with it. "Not that many? Mostly movie things, I guess."

She nodded as if that made perfect sense. "I see. And what would you say is your absolute favorite book?"

He leaned back and considered that question. "In my childhood, maybe the Berenstein Bears? In high school, I was pretty obsessed with V for Vendetta."

Both were words she didn't know, but she nodded along anyway. "I'm glad you have some. If you plan to remain in my company, expect many more books in the future. I will share them with you, and expect feedback. Is that acceptable?"

He considered what she meant, then kissed her again, making her whicker happily. "Whatever you want." He gave her a gentle hug, nuzzling into her mane. "It's okay to ask."

"Asking is good," she got out sleepily, tail twitching. "Now, let's go to sleep. I hope we didn't bother him too much."

"You did."

Twilight glanced aside at where Spike's bed was, face aghast with horror. "Spike, I'm so sorry."

"It's fine." He raised a claw, showing that he'd covered his ears. "It's not like I could get any sleep with you all going on like that."

Twilight's shame only grew. "I'm so sorry! We're going to bed, for real, right now. Promise."

Brad laughed gently. "Sorry, Spike. I wasn't expecting it either."

Spike grumbled and turned away from them. "Just go to sleep, or I'll, um, something." He huffed a bit of smoke, abandoning his empty threat.

Brad arched a brow at that. Still, it was quiet time, so he settled with Twilight and they didn't make any more noise to bother Spike.

Author's Note

This is canon to Rainbow Bridges, but the story works fine without getting into these sordid details. The patron wanted an extra, lewd, chapter and so they got one!

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