Author's Note

WARNING, this episode contains: Twilight x Caramel and Noteworthy, oral, sex in a public place, and Twilight proving a point (I think?)

Episode 14 - Fame and Misfortune

Twilight couldn’t help but smile: Ponyville Park was absolutely packed with ponies reading the Friendship Journal! Having Starlight make copies of it was one of her best decisions yet! Not only were ponies reading more, which was always a good thing in her book—Hah, get it? Book?—but they were learning valuable friendship lessons, too. Though, for some reason, she hadn’t seen a single foal with the purple and gold tome. She had thought the journal would be a classroom hit, yet only ponies her age and older were reading it.

“Ah well,” she thought to herself as she passed Caramel and Noteworthy, each of whom were sitting on a bench with their heads in the book, “it’s not like you stop learning once you're grown up! Plenty of ponies my age have friendship problems that—”

“Wow,” she heard Caramel mutter as she passed, “who knew Fluttershy of all ponies would be into that?”

Twilight paused. What were they talking about?

Noteworthy shook his head, neither stallion noticing the alicorn who was now listening in. “If you thought that was surprising, just wait until Rarity does it to Twilight!”

“What? No way!” Caramel, with a surge of excitement, began flipping through his book. “I didn’t think Rarity would be into that, what with how messy Twilight is when she pops!”

Twilight’s cheeks were on fire. There wasn’t anything like that in the Friendship Journal!

“Hey man, don’t skip too far ahead!” Noteworthy said with a smirk. “You’ll miss the part where Twilight gets both Applejack and Big Macintosh in bed at once! Princess privileges, am I right?”

Twilight’s eyes widened. How had they heard about that? That was only last week! There was no way Big Mac had blabbed about it, and Applejack had promised not to sleep-and-tell. In fact, the only thing that knew about their special ‘get-together’ was her private journal, a purple and gold book that she kept in her—

Oh. Oh buck.

Charging over with a wild look in her eyes, Twilight ripped the book from Noteworthy’s hooves and began flipping through it. Pinkie Pie fucking her with a strap-on. Rainbow hoofing her mid-air. Herself rimming Rarity’s sweet, marshmallow ass. There was no doubt about it—this was her private journal, the one where she recorded all of her sexual encounters in excruciating detail. For purely scientific reasons, of course!

But now, she realized in horror, half of Ponyville—nay, half of Equestria!—was reading about them right now.

Noteworthy sat back and smiled at the look of horror on Twilight’s face. “Oh, Princess Twilight! Didn’t see you there! We were just reading your new book!” He adjusted himself, stallion-spreading his legs to reveal his orange-sized balls and a sheath that was far too plump to be proper. “Gotta say, this is the best thing I’ve read in a long time!”

Caramel, his own copy of the book still in hoof, looked up from his reading material with a blush. “Yeah. You have one vivid imagination, Twilight.”

Twilight stared at the two in shock. What was she supposed to do now? Her mind began to race—if she devised a spell that teleported every single book in Equestria to her castle, then she could sort out and incinerate all the copies of her private journal! It was a foal-proof plan! Now she just needed a reason to excuse herself and everything would be fine!

“I, uh, think I left my refrigerator running back at the castle, so I gotta—”

‘Wait….’ Twilight paused as she turned to leave—not because she realized how flimsy her excuse was, but because her mind had finally registered what Caramel had said. ‘Did Caramel say imagination? Does he not think I did all those things?’

She turned back around, her face scrunched up in thought. “I’m sorry, but did you say... imagination?”

“Uh…” Caramel mumbled as he shared a glance with the stallion beside him, “yes?”

Noteworthy shrugged. “I mean, yeah. It’s a work of fiction, right?” He chuckled. “It’s not like you actually did this stuff. You're a princess! Princesses don’t do these kinds of things!”

Twilight scoffed. If only he knew what she and Celestia did after their ‘private lessons’!

“I’ll have you know that being a princess doesn’t mean I can’t enjoy sex! Sexual intercourse is a great way to relieve stress! Trust me, I’ve read several books on the subject!”

Noteworthy and Caramel turned towards each other. Then, after a moment of awkward silence, they busted out laughing, one wrapping their foreleg around the other to keep themselves from falling over.

“Pff, haha! Good one, Twilight!” Noteworthy said as he wiped a jovial tear from his eye. “You, getting down and dirty? I’d have to see it to believe it!”

Caramel grinned. “Yeah, sorry, Twilight. Don’t take this the wrong way, but I don’t see a mare whose go-to for fun is reading being all that exciting between the sheets.”

The heat in Twilight’s cheeks spread to encompass her entire head, but it was no longer born of embarrassment. Saying that she didn’t have an exciting sex life because she was a princess was one thing, but saying that it was because she read books? That was another thing entirely! How dare they say that reading could have any negative effects! She’d show them!

Noteworthy nudged his friend in the ribs, not noticing the glow that had encompassed Twilight's horn. “Hey, hold up, ‘Mel. I’ve heard it’s always the quiet, nerdy types who—whoa!”

Caramel nearly fell off the bench in shock as his friend’s crotch was enveloped with purple magic. “P-Princess Twilight!? What are you-oooooh!”

Twilight stepped forward, smirking as she massaged the stallions’ balls and sheaths with well-practiced strokes—the kind of strokes that could only come from somepony who knew exactly what they were doing. “What was that? I can’t be ‘exciting between the sheets’?” Her eyes narrowed as she closed in on her prey. “Then what do you call this!”

A gasped moan rang out in Ponyville Park as Twilight, without warning, shoved her head between Noteworthy’s legs to meet his rapidly growing cock. Her magic held the shaft in place as she planted a kiss on its tip, preventing it from escaping anything but the confines of its sheath. She wasted no time in opening her lips once it had, letting the turgid length slip into the welcoming cavern of her mouth. Inch after inch of rigid cock-flesh slid across her tongue, letting her feel every bump and ridge of the stallion’s impressive rod. While it certainly wasn’t the largest she’d ever had—Big Macintosh wasn’t big in just name, after all—Noteworthy was certainly above-average for his size. So, with steely-eyed determination, she began sucking the stallion off, tongue curling around his cock as her magic moved to play with his balls.

“Holy hay-fries!” Caramel stared in shock—and quite a bit of awe, too—as Twilight took his friend into her mouth, his own cock beginning to stir. “Princess! We’re in Ponyville Park! Somepony could see—”

Twilight pulled back from Noteworthy’s lap with a long, lewd slurp, letting his spit-covered length slip from her now-smiling lips. “Shh, Caramel. Haven’t you heard of exhibitionism? It’s actually quite thrilling!” She moved her head from one pony’s lap to the other, and she was pleased to see Caramel’s already half-erect length resting against his thigh. “I would know, Rainbow and I practice it here every couple of weeks!”

Caramel shivered as the alicorn’s breath washed across his crotch, sending the rest of his stallionhood spilling from his sheath in record-setting time. Twilight locked eyes with him as it booped her muzzle, and she chuckled at the embarrassed look that came over his face. A bead of pre dribbled from the tip and, without breaking eye-contact, she dabbed it away with her tongue, gracing her tastebuds with the heady flavor of a stallion’s seed. Judging by how loose they sat in their dark brown sac, she figured Caramel’s ‘apples’ had plenty more where that came from. So, with a lick of her lips, she took him into her mouth, sliding her way down until her nose pressed into his pelvis and her chin rested against his balls.

Noteworthy, still reeling from having a mare’s mouth around his member, shook his head to try and wake up from what surely had to be a dream. His spit-soaked shaft lurched as the park around him didn’t fade away and when Twilight shot him a look—the kind of look that said “are you going to join us or not?”—he scrambled off the bench, legs buckling beneath him as his cock slapped against his stomach.

“Oh man oh man oh man,” Noteworthy mumbled in disbelief as he walked behind Twilight, his heart hammering inside his chest as the purple mounds of her plot came into view. “This is crazy! Awesome, but crazy!”

Twilight rolled her eyes. A three-way in a public park was ‘crazy’? That was just another Tuesday for her! Time to show these stallions she meant business!

Noteworthy’s eyes widened as Twilight, with a sensual sway of her tail, revealed everything to him. The dark purple lips of her marehood sat perfectly between her flanks, pouting at the base and narrowing towards her anus. Glistening lines of her excitement already coated her thighs, darkening her fur and forming a noticeable wet spot on the ground. The folds even parted for him with a wink, showing off her bright pink insides for a teasing instant that sent a fresh wave of blood to his crotch.

The stallion stood there, too dumbstruck to make a move. At least until Twilight—who had started bobbing her head back and forth between Caramel’s legs, much to the earth pony’s delight—flicked her tail against his chin, sending her scent straight up his nostrils and into his brain. A fog of lust descended over his thoughts, causing his vision to focus in on the alicorn’s plot. Then, with a near-feral snort of determination, he leapt up and mounted the Princess of Friendship, wrapping his hooves around her waist and poking her marehood with his cock.

Twilight moaned around Caramel’s length as Noteworthy’s pressed against her lips, pushing and prodding the folds of labia in his quest to penetrate her pussy. She reached out with her magic as she took Caramel balls deep, prying the cheeks of her ass apart to give the stallion better access to his target. Once, twice, three times Noteworthy pushed at her gates, each time slipping beneath her belly in his animalistic haste. But while the feeling of his cock grinding against her clit was pleasurable, Twilight still had—in her mind—an important point to prove, even if she wasn’t sure what that point was anymore. So, as she pulled her head back from Caramel’s lap, dragging her tongue across the underside of his shaft as she did, she grabbed Noteworthy’s cock with her magic and helped him push inside.

All three ponies moaned as Noteworthy slid his hips forward, plunging his cock between Twilight’s legs and sending her forward into Caramel’s. Twilight found herself stuffed in no time at all, her juices providing ample lube for the stallion’s turgid tool. When he drew himself back she did her best to follow, letting inch after inch of Caramel’s dick slip from her lips. Noteworthy paused once only the tip was inside, leaving Twilight suckling on his friend’s flare like a hard piece of candy. Then, just as suddenly as the first, he thrust forward for the second time, sending his cock punching towards her womb and Caramel’s into the back of her throat.

“Oh man…” Caramel sighed as Noteworthy quickly settled into a rhythm, sending Twilight sliding back and forth on his cock. “This is amazing!”

Twilight moaned as she was fucked from both ends. She had to admit, this really was amazing! In all her years of reading—and all her years of experimenting with her friends—she had never thought of this! She didn’t even have to exert herself in sucking Caramel off—the power behind Noteworthy’s thrusts took care of that. All she had to do was close her eyes and hang on for the ride, a ride that, as the stallion on her back whinnied in need, she realized was fast approaching its end.

‘Pff, lightweights….’

Caramel leaned back in his seat, eyes clenched and head lolled back as he grabbed Twilight’s head with each of his hooves. “Sweet Celestia….” His hips began meeting the alicorn whenever she was forced between his legs, slapping his balls against her chin and sending his cock down into her constantly clenching throat. “I’m close!”

Noteworthy snorted as he hunched over Twilight, hips slamming his cock so hard between her legs that the resulting slaps sounded like claps of thunder in Ponyville Park. Warm lines of the alicorn’s excitement ran down his sac, joining the already-sizeable spot beneath their hooves. The mare’s folds clenched around him each time he thrust, massaging the bloated edges of his flare when he drew his hips back. The pleasure was becoming too much—his legs were shaking, his lungs were burning, and his balls had pulled towards his body as they got ready to unleash their creamy load. All it would take was one last burst of bliss to push him over the edge—

—and, as he shoved himself balls-deep between the alicorn’s legs, Twilight provided that push with a well-timed wink.

Noteworthy’s eyes widened as every muscle in his body tensed up, locking him in place as Twilight’s marehood closed in for the kill. His vision went dark, only to burst in an extravagant array of colors as his cock began to convulse. Salvo after salvo of thick, gooey seed launched from the bloated tip of his flare and splashed against the alicorn’s walls, painting her insides white with cum. And he didn't stop there—his seed began spurting out around his shaft once Twilight had been filled, coating her thighs with his cream.

The feeling of warmth that spread throughout Twilight’s body as she was filled had her moaning around Caramel’s cock, and the resulting vibrations—plus the excitement that came with fucking a princess in the middle of a park—sent the stallion over the edge. Twilight’s eyes widened as the stallion’s rod convulsed, only to flutter closed as it dumped its seed straight into her stomach. Caramel's climax was no less messy than Noteworthy's—it might have been even more so, in fact, especially as, with a moan of approval, she pulled her head back, letting his stallionhood out into the air where it could coat her face in cream. Just a single line of cum across her cheek was enough to send her over the edge, leaving all three ponies quivering as they rode the pleasure out.

One by one the trio came down from their respective highs. Noteworthy stayed inside Twilight once he did, keeping his slowly softening shaft tucked in the cum-covered bed of her body. Only once the mare stopped clenching around him did he dismount, pulling his length from her pussy with a wet pop. That left Caramel, who slumped back in his seat with a sigh of relief as his balls ran dry. Each of the stallions was left panting like they had just run a marathon, and Noteworthy plopped down beside his friend to catch his breath.

"Okay... maybe you did do all those things...."

Twilight smirked as she used her magic to clean herself up. "And what did we learn today?"

Caramel and Noteworthy shared a questioning glance. "That mares who read books are absolute freaks between the sheets?"

Twilight opened her mouth to reply, but paused without saying a word. Was that the point she had been trying to get across?

She shrugged. "Sure, let's go with that!"