Careful what you Wish for...

by Silver_Wing

Rating: mature
Tags: Sex, Random, My Little Pony: Friendship is Magic, Original Character
Length: 12017

Ever since they’d first met, she’d hated him. She’d call him names, insult him, and degrade him at every turn. But Winter may have finally found a way to change her opinion of him for the better. And if not? Well, It never hurts to try, right?

The book spoke of a flower that could make anypony into your best friend for a day, and while he didn’t exactly want her to be his best friend, he’d try anything to get her to be at least a little nicer to him. He needed a chance to prove that he was better than she thought him to be, even if it meant using a little potion to get the point across. Winter Light wasn’t normally one to resort to something like this, but his good friend Meadow Dawn had assured him this would work, and what harm could come from trying? With this one simply potion, Sky Flare would stop being so cruel to him and give him that second chance to prove himself. They set out for the flower spoken of in the potion book at first light, but will it really work? Will he finally be able to be in the same room as Sky Flare without feeling the deep-rooted urge to cower in fear? Only time would tell… Time, and a good deal of luck.

Published 2017-05-09 17:50:01 UTC
Last updated 2017-05-09 17:50:01 UTC

Careful what you Wish for...

Author's Note

!!!This is a N.S.F.W. story. It contains highly sexual content and should be avoided if you are under 18, or do not desire to read such material. This type of story is Not for Everyone! You have been warned!!!

With that out of the way, I feel I should tell you all that this is actually the First MLP themed Lemon I’ve ever written, and has been sitting around on my laptop since late 2015 >.< I’ve written many Lemons with Humans, but never one with MLP style characters, at least not until a good friend of mine who goes by Winter Light, requested this very Lemon from me after reading some of my other works. It was a real challenge at the time, but one that has become quite amusing in hindsight. I would have shared this particular Lemon sooner, but, as it’s based off the world of another of my stories, the Safe for Work “Mirror of Worlds” tale, I had to wait for it catch up to the point this Lemon theoretically takes place in, haha. I’d rather avoid spoilers where I can, even if it means waiting a year or two :P
All that said, I do hope those of you that know the “Mirror of Worlds” tale enjoy this Non-Cannon scenario Request, and those of you that don’t know my other story… Well, I hope this one is still to your liking. Enjoy~

( ~P.S. I also shout out a Big thank you to Winter Light for the Cover Art used in my Lemons, and to Nekocrispy for drawing it. It's still as awesome as ever! And now everyone knows why it shows Winter and Dawn, and not Silver Wing haha XD~ )

Careful what you Wish for...

It was a cool spring day in the land of Equestria. The birds were singing, the rabbits were chasing one another, and the last traces of winter had faded away. It was a time for nature to spread its love and for the creatures it cared for to thrive and multiply.

Deep in the heart of the Everfree Forest, two ponies were searching for a rare treasure of spring.

"Daaaawn!" A brown Pegasus called as he fought with a branch, "Dawn, slow down!" Being careful not to get his red scarf caught in the dense brush of the forest, the Pegasus forced his way into a small clearing. Looking around, he spotted his friend. Ahead of him, some forty feet away, a lime green Unicorn stared downwards, scrutinizing a strange looking flower.

"This is it, Winter!" She called back to him excitedly, "The answer to all your problems has been found!" She gave a happy skip and waited eagerly for her friend to catch up to her.

Winter gave a flap of his wings and closed the gap between them quickly. He glanced at the odd looking flower for a moment, then looked back to Dawn. "Are you sure this is it?" he asked.

"Of course I'm sure, look!" Dawn said. Her horn glowed a moment, then a small book floated up from a bag by her side. The book flipped open with her magic and countless pages flashed by before finally stopping on the page its owner sought. "See?" she said, pointing her horn at a picture on the left page, "It's the same flower. The 'Aphrodaisylac.'"

Winter looked at the picture critically for a moment, then compared it to the flower before them. They looked identical to one another. "And you're sure this will work?" he asked seriously.

Dawn half frowned at him and let out an exaggerated sigh. "Yes Winter, I'm sure. Still. For the tenth time today..."

"Sorry..." Winter said, dropping his head a little, "I just don't want this to backfire like the other times I tried to change her mood towards me..."

"Well, those other times didn't have me to help, now did they?" Dawn said, her smile returning to her face, "This plan is not only Meadow Dawn certified, it's also Starswirl the Bearded approved! Any pony that drinks tea made from an Aphrodaisylac will become best friends with the first pony they see for the whole next day!"

"Will one day really be enough to make her be nice to me though?" Winter asked doubtfully.

"Of course it will!" Dawn assured him, "After you two have a full day of fun and hanging out like best buds, she'll have to see how nice of a Pegasus you really are! I'm sure she won't be able to resist hanging out with you again."

"I don't really want her to hang with me again," Winter admitted, "I just want her to stop being so mean whenever she finds me alone..." He sighed sadly and shook his head. "I know Silver likes her, so I'm trying really hard to be nice, but she can just be so... So..." He frowned and stomped a hoof down hard on the ground. "Just so mean…" he finished, taking a breath to calm himself.

"And that's why I'm here to help," Dawn said, "I rummaged through every book I could find until I came across this one. One day of her being nice is sure to change her overall opinion of you, I just know it!"

"Yeah, you're probably right." Winter said, smiling back at her.

Dawn returned the book to her bag and very carefully plucked the flower from the ground, roots and all. She tucked it into her bag, then looked around a little unsurely. "Now, which way was home again...?" she said with an embarrassed chuckle.

"W-what?!" Winter gasped, "I thought you knew this place!"

"I've never been this deep into the Everfree before," Dawn said, "The book just said the flowers could be found at its heart in early springtime. I just figured if we walked straight into it, we'd find them eventually." She laughed sheepishly and scratched the back of her head with a fore hoof. "And we did find them, didn't we?"

Winter groaned and shook his head. "Wait here," he said, "I'll see if I can find the way back from above the forest. Silver's tower might be visible from here. I hope..."

With a flap of his wings, Winter took flight and sailed upwards into the sky.

Dawn didn't watch him as he gained altitude. She was still bothered by heights. So much so that even watching a Pegasus flying overhead made her dizzy.

It didn't take Winter long to find his bearings and return. He landed beside her softly and pointed towards the forest. "It's really far," he said, "But I think I saw Silver's tower in that direction."

"Well, now that we know which way to go, let's move out!" Dawn exclaimed, in her usual cheery manner.

Winter followed close after her, not wanting to fall behind again. It was a big forest, and he'd rather not find himself alone within it.

The trip back took a lot longer than either of them would have liked. It was nearly midnight by the time they finally returned to Silver's Guild. Dawn had been forced to light their way back using the magic of her horn, and though they had encountered many strange noises and seen several shadows in the woods that neither of them could make out, they knew they would make it back safely. Silver's Timber Wolves had been with them every step of the way, though they had only ever been heard.

Silver’s Timber Wolves weren't the friendliest of creatures, but they did make excellent guardians. They never seemed to need any rest, they never seemed to need to be fed, and they never seemed to sleep. They were always watching, protecting the Guild and those Silver had ties to.

"It's a good thing no one's home right now," Dawn whispered as she crept into the Guild Hall, "Stalwart would have probably gone searching for us hours ago had he been here."

Winter was following close behind her, still using the light her horn gave off to see. "Not everypony’s gone Dawn,” he said almost breathlessly, “Sky Flare's still here, remember?"

"Why do you think I'm whispering?" Dawn said, "Aside from her, everyone else went with Silver to Canterlot. This should be the last big supply run the Guild will need before it's pretty much self-sustaining."

"It'll be great to see when all is said and done, that's for sure," Winter said, his mind wandering to images of the Guilds future grandeur, "I bet Silver will become as famous as Starswirl the Bearded! Maybe he'll even get a stain glass window in the palace! Wouldn't that be amazing Dawn?"

Dawn frowned a little at Winter’s overflowing praise towards Silver. She was helping ponies too, even Winter, but her feats didn't involve dangerous beasts or fighting bandits and criminals, so nothing she did seemed to get noticed. Or at least, get noticed as much as Silver's deeds were.

She let out a small sigh and dropped her head, the glow of her horn dimming slightly.

"What's the matter Dawn?" Winter asked, trotting up to walk beside her.

"Nothing, don’t worry about it." she said. She forced a smile back onto her face and froze as she found a pair of red hooves in the light ahead of her.

Looking up slowly, Winter and Dawn tensed nervously and shrank back as they found Sky Flare to be standing before them. She had a very apparent glare on her face, and her amber eyes gleamed like fire as they caught the light of Dawns horn.

"So," Sky Flare said casually, "You two have a fun day in the forest?"

"Oh... H-hi Sky Flare." Dawn said. She swallowed nervously and smiled as best she could beneath the other mares’ icy glare.

Winter didn't say anything, he simply dropped his gaze to her feet and took half a step back, almost seeming to try and hide behind Dawn.

"Silver has enough issues without the two of you going off into the Everfree Forest alone for hours on end," Sky Flare said, her tone laced with suppressed anger, "If he were to return and find out the two of you were lost, or worse, what do you think he'd do, hmm?"

"We weren't in any danger, Sky Flare," Dawn tried to assure her, "We had Silver's Timber Wolves with us, and it's not like we got lost or anything. Well, not very lost anyways."

"Weren't in any danger!?" Sky Flare barked, "Silver's Timber Wolves aren't the only things out there you know! They keep things at bay here, at the outer edge of the forest. But deeper in, there's a ton more to be worried about! Namely, other Timber Wolves! Silver doesn't have every wolf in the Everfree following him you know. If you would have run into another pack, you both would have probably been eaten!"

"W-well," Winter tried to interject, "W-we're back now and nothing happened, s-so... Can we please just go to bed now? We're really tired..."

Sky Flare shot a glare at Winter that made him shrink back even further. "You're tired!?" she said angrily, "You're tired... Yeah, it's not like I've been flying around all day and all night looking for the two of you or anything! I mean, you both just up and disappear without a word at the crack of dawn and don't come back till the dead of the night. So yeah, go right ahead, you go to bed. You must be so tired after such a long day!" She stomped past the two of them and disappeared through a nearby door, slamming it hard behind her.

"Wow..." Dawn said softly, "She's really mad. Even for her..."

"I guess maybe we should have left her a note or something?" Winter whispered, his voice barely audible thanks to his fear.

"Yeah... Maybe..." Dawn said, "She did seem like she was worried about us."

They both feel silent for a moment, then Dawn shook her head and grinned at Winter. "No matter," she said, "Once she drinks this tea, she won't care at all that we made her worry. She'll be your best friend and forgive you in a heartbeat!"

"I hope so," Winter said, "I don't think I have many more screw-ups I can get away with..."

Dawn and Winter made their way to the kitchen and quickly gathered up all the things they'd need. It was a short list, so within a matter of minutes they had a small kettle of water prepared and heating up for the tea.

"Now," Dawn said, "We just boil up the roots in here and we're all set."

"You sure that's it?" Winter asked. It seemed a little too easy in his mind.

"That's what the book says," Dawn said, checking the page a final time, "Boil thoroughly and serve warm... Then you will know shared happiness and experience the true friendship of spring at its deepest levels... Only use roots..."

"And what's this part that's smudged off at the bottom?" Winter asked, only just now noticing the weathered bottom to the page. It looked like there was more to the instructions, but the writing was illegible after 'Only use roots.'

"I'm not really sure," Dawn admitted, "It says something about using the flower petals instead of the roots if you don't want the joy of spring, but I can't really make it out. I shouldn't matter too much though. I mean, with how stubborn Sky Flare is, we definitely want the stronger dose, right?"

"Yeah," Winter said nodding, "Stronger is definitely better."

Dawn cut off the roots of the flower and dropped them into them into the kettle.

They both watched the water eagerly as it quickly bubbled away.

After about five minutes, Dawn took the kettle off the stove and strained it, before pouring the liquid contents into a cup.

It had a strong, sweet aroma. The smell made Dawn and Winter’s heads grow a little foggy, but they were able to shake it off after the tea had cooled somewhat.

"It's got a strong smell," Winter commented, "I hope she'll drink it."

"If not, I know I will," Dawn laughed, "Had I known it'd smell this nice, I would have brought a second flower. As is though, there was only enough to make one cup of Aphrodaisylac tea..."

"So long as it does what it's supposed to, I'll be happy." Winter said. He took the cup from Dawn and placed it on a small saucer. "I just want her to stop being mean to me, that's all."

"Well, go take it to her now then," Dawn said smiling, "She can drink it before she falls asleep, then come the morning, the two of you will be ready for the first of many great, friend filled days!"

"Yeah," Winter said, picking up the saucer in his mouth, "Thanks again Dawn, I never could have done this without you."

"Anytime," Dawn said smiling, "I love helping ponies, anyway I can." A yawn crept over her and she raised a hoof to cover her mouth. "I think I'll turn in for tonight though, it really is late."

Winter nodded slightly in agreement, being careful not to spill the tea he held. "Yeah, I'll be going to bed soon too,” he said, “You have a good night. I’ll see you in the morning, I hope."

Dawn smiled. "You'll be fine," she said, "I just know it."

Winter crept up to Sky Flare's room and took a deep breath to steady himself. "You can do this Winter, you got his!" he whispered to himself, trying to boost his confidence.

Mustering all the courage he had, Winter knocked on Sky Flare's door and waited for a response.

"Oh come on!" an angry, female voice groaned from beyond the wood of the door.

The sound of stomping hoof steps came towards the door and Winter had to draw on every ounce of self-control he had to stay put.

Sky Flare opened her door angrily and glared as she found Winter to be at her door. "What do you want now Ratite?" she barked.

Winter winced at the insult of being referred to as a flightless bird, but he was determined to see this through to the bitter end. He placed the cup of tea down in front of Sky Flare and took a step back.

"I-I wanted to apologize for making you worry!" he said quickly, "So I made you a cup of tea! I hope you like it!"

Sky Flare snorted in annoyance and glanced at the cup before her. Her first impulse was to kick it back at him, but it had an oddly alluring smell that almost seemed to call to her. She sighed slightly and picked up the drink.

"Thanks." she said, before closing her door abruptly.

Winter let out a heavy, pent up sigh of relief and almost dropped to the floor. His knees were too weak from the encounter with Sky Flare to walk, so he had to use his wings to get himself back to his room.

He collapsed onto his bed, and before he could even tuck himself into his blanket, he was deep asleep. Between the day of travel, and the stress of a point-blank encounter with Sky Flare, not once but twice in the span of an hour, Winter was beyond exhausted.

Winter awoke early the next morning. He was still dead tired, but the strangest sensation called him back from the realm of his dreams. It was like a tension, building deep within the pit of his stomach. It tingled unbearably, but in a way that made his muscles twitch and tense.

As he became more aware of himself, he felt something moving in his bed. It was a soft, rhythmic motion that pressed against him, before moving back and then pressing again.

Groggily, Winter opened his eyes. It was light out, but still early in the day. It took him a moment to realize that he was laying on his back. As he stared at the ceiling, he caught a muffled sound from bellow him, and felt the rhythmic pressure anew.

Glancing down, Winter froze in a mix of confusion and shock at what he saw. Below him, Sky Flare was laying on her stomach atop his hind legs. She had a wicked, lust filled grin on her lips, and in her mouth, was a fleshy shaft of some sort.

It took Winter’s confused mind several moments to realize exactly what it was that she had in her mouth. It was his penis. Fully erect, and embedded to the hilt in her soft mouth. He blushed furiously at that realization and tried to sit up, but Sky Flare’s weight on his legs held him down.

Sky Flare grinned wider at him and moaned a purr of a 'hello' against his fully throated shaft.

The vibrations of her attempted speech brought the pressure Winter had felt building within the pit of his stomach to the forefront of his mind. In an instant, it erupted throughout his entire body like a torrent of incomprehensible pleasure.

He gasped sharply as he was struck with a powerful orgasm unlike anything he had ever felt before.

Sky Flare chuckled around his now convulsing shaft and began swallowing repeatedly as her mouth and throat filled with his thick, sticky nectar.

The added constriction of Sky Flare's throat swallowing around his shaft increased the intensity of his orgasm several times over. He couldn't breathe, or even think straight anymore. It was all he could do to shake his head weakly as he was forced to endure the relentless sensations he was being subject to. It seemed like an eternity passed before he could once again draw breath, but he still had no idea what was going on.

"S-s-skyyyy," He gasped out shakily, "W-w-what... Why...?"

Sky Flare swallowed a final time and pulled her head back slowly, slurping loudly as Winter’s still hard member slid from her throat and mouth.

Winter shuddered at the feeling and his legs trembled as he struggled to catch his breath.

Sky Flare smiled at him and kissed the tip of his wet shaft lovingly, before climbing over top of him playfully. "What's it look like I'm doing?" she said heatedly, "I'm waking you up for some real fun!"

"W-what?" Winter said. He was beyond confused. He had no idea what was going on, or why Sky Flare was acting this way, and before he could think to ask her anything more, he felt something even hotter than her mouth had been engulf the tip of his penis.

He glanced down and saw his still very eager dick pressed firmly against Sky Flare's nearly dripping marehood and gasped.

"W-wait!" he practically screamed out, "D-don't!"

Sky Flare threw her head back and laughed loudly. As she finished, she whipped her head downward and stopped her face just before his. She had a wild, almost primal look in her eyes, and on her lips was a grin that was both alluring and terrifying.

"And why not, hmm?" she asked him heatedly, "I'm too hot now to just stop. And you're the only stallion around for miles! I need a good mating and you're gonna give it to me like you've never done any mare before!"

"I-I have never done any mare before!" Winter squeaked out, more terrified than aroused, despite his erections blatant claim to the contrary.

Sky Flare stared at him seriously for a moment, then much to Winter’s dismay, licked her lips eagerly. She leaned down beside his face until her lips just grazed his ear. "Even better," she whispered, "That means you don't know anything, and won't hold a single drop back!"

Without warning, she bit his ear hard and slammed her hips down into his.

Winter gasped sharply at the intense heat and pressure that now engulfed his entire shaft. He had never before felt anything like this and he could do nothing more than tremble at the sensations cascading through him like electricity.

Sky Flare moaned huskily in his ear and rolled her hips as she savored her own sensations of being filled. Winter wasn't the biggest pony she'd ever ridden, but he was more than big enough to hit all the right places.

"H-hel... Help...." Winter gasped out weakly. He knew Dawn was around, somewhere within the Guild, and if he could just get her to notice what was going on, she'd be able to help him stop this. He had always dreamt of the day he'd lose his virginity. It was supposed to be with his special somepony. They'd have a wonderful candle lit dinner together, then go out to a special place and make love beneath the stars. It wasn't supposed to happen like this. Forced, rough, and with Sky Flare of all ponies! This was a nightmare. A wonderfully, mind numbing and intense nightmare, but a nightmare nonetheless.

"Help?" Sky Flare repeated quizzically. She straightened herself up and sat fully on Winter’s throbbing erection.

Winter moaned reflexively at the change in pressure and angle and looked up her nervously.

She frowned down at him in her usual manner and crossed her arms. "What do you mean 'Help'?" she asked irritably, "You make it seem like I'm being mean to you or something! Here I am, waking you up in the best way any guy can ever wake up, then I literally throw myself on top of you. You just said you've never done this before right? So why the hay are you complaining, huh!?"

Winter glanced away from her and fought not to moan. Sky Flare's angered speech was forcing her stomach to tense as she spoke, which in turn increased the pressure he was feeling around his deeply embedded member.

She glared at him like that for a few more moments, then abruptly laughed. "You know what, forget it,” she said simply, “It doesn't matter much anyways."

Winter felt a spark of hope rising within him, then his back arched as he felt Sky Flare begin rolling her hips against him once again. He could feel her inner walls shift and squeeze his fully embedded cock this way and that and he shot his hooves out to grab her waist in an attempt to stop her from moving.

"And what do you think you're doing, hmm?" she asked. She shifted her hips quickly, and began grinding back and forth against him instead.

Winter tensed and struggled to stop her movements, but he was too weak after his last orgasm to do much more than slow her. The sensations he was feeling were just too much for him to fight through. Not that he had much chance of beating Sky Flare anyways. She could beat him in strength, speed, and reflexes any day, but he still had to try.

"W-why are y-you doing this, S-Sky?" Winter asked through the spasms her movements were now causing in him.

"Does a mare need a reason to ride a good Stud?" she asked.

"Wh- Stud!?" Winter exclaimed, "I-I'm not a Stud!"

"Sure you are," Sky Flare said, a smile returning to her lips, "You're young, virile, and you've got plenty of semen to spare for a half dozen mare's to come to foal."

"What!?" Winter squeaked, "N-no way! I can't make you foal!"

Sky Flare stopped her ministrations and slammed her front hooves down on either side of Winter's head. "Look," she said flatly, "You can either take this opportunity to have sex with somepony other than your right hoof for a change, or you can lay there whining like a baby the whole time. I don't really care which, cause either way, your dick is gonna be mine until I'm filled to the brim and fully satisfied. Understand?"

Winter was speechless. He had no words to counter something like that, and no strength to fight his way free. He'd be forced to take part in this scenario, whether he wanted to or not, and that thought terrified him to no ends.

Without another word, she leaned closer and kissed him softly.

He gasped in surprise, and the moment his lips parted, Sky Flare struck again.

She raised her hips fast and slammed them back down. At the same time, she tilted her head a little and kissed Winter more heatedly and with more passion than he had ever dared fantasize about.

Sky Flare didn’t hold anything back, she pistoned her hips up and down like a machine. She was hotter and more turned on than she had ever been in her entire life, and no matter how hard or how fast she rode Winter’s wondrous cock, it just wasn't getting her off.

Their breath came in heated pants as Sky Flare barely gave Winter leave to even breathe. It didn't take long for the tingling tension to rise up deep within him once again, and before he’d even realized it, Winter was gasping out Sky Flare's name in a vain attempt to warn her of what was about to happen.

Sky Flare grinned into their kiss and began mixing up her thrusts with deep, hard grinds. Winter’s cockhead just barely grazed the deepest parts of her sopping passage, but every time she felt it against her cervix, she moaned a little harder into her captive lover's lips.

Winter arched his back at her latest moan and involuntarily thrust his hips upwards to meet a particularly hard down thrust from Sky Flare.

She gasped out at the extra depth and bit Winter's ear once again. "Now you're getting it!" she growled heatedly, "Now do it again, but harder!"

More out of fear of upsetting her than a desire to further his own pleasure, Winter did as ordered. He barely managed three thrusts before he felt his balls tense and a thick fluid force its way up and out of his deeply embedded shaft.

Sky Flare moaned long and low into his ear as she felt his heated cum gush into her. "Yeeeaahh," she moaned out, "Stain my insides with your seed! Just like that!" She began mindlessly grinding her hips against his still spasmming cock, greatly enjoying the feeling of his sticky juices spreading through her to coat every square inch of her insides.

His latest orgasm subsiding, Winter fell limp and gasped for air.

"Oh we're not done yet," Sky Flare whispered into his ear, "But I'm not cruel. I'll give you ten second to catch your breath before we begin again."

"I-I can't!" Winter panted, "I... I can't... Not again..."

Sky Flare rolled her hips a little and moaned as she felt his still fully erect cock standing proudly within her. "Your little friend seems to think otherwise." she cooed.

Winter shuddered at the abrupt sensation and shook his head mindlessly.

There was an abrupt knock on the door and Winter tensed in fright.

" Winter, you there?" A voice called from the other side. It was Dawn.

Sky Flare shot a glare at the door behind her, then a dark grin crept over her lips. "This just got more interesting." she said softly. She glanced back to Winter and smiled. "Why don't you call for help again? I'm sure you'll love the results. Please?"

Winter wasn't sure what to do, but before he could think through his options, Sky Flare began to climb off of him. He moaned sharply as his dick slowly withdrew from its place of rest, and for a fraction of a second, he felt a pang of regret at her leaving.

It really did feel good, despite the looming sense of dread and fear Sky Flare's very presence created in him. Good wasn't even a strong enough word to describe it though, it felt wonderful, amazing, fantastic. He couldn’t think of a word that was fitting enough to even use to describe what he was going through, but it wasn't nearly as bad as he had first thought it was.

As Sky Flare popped the slightly larger tip of Winter’s cock out of her now trembling lower lips, a surprising amount of his pasty cum followed after it. She grinned at the sight of his white fluid draining out of her and glanced up at him lovingly. "You sure do like to let out a lot, now don't you, Winter?" She giggled uncharacteristically and hopped off the bed, before trotting over to the door.

Winter’s heart tensed a moment at that. That was first time she had called him by his name when speaking directly to him. She usually only referred to him and the snoop, or the one with the scarf. Hearing her call him by his name, and then follow it up with such a cute, feminine giggle made a smile creep on to his face that he could not shake.

Sky Flare crept to the far side of the door and hid behind it. She reached over and unlocked the latch, but left it closed.

"Winter?" Dawn called from the other side, clearly confused, "Winter, are you alright? I heard something banging."

A moment later, the now unlatched door creaked and slowly began to open.

"N-no...." Winter said weakly. He shook his head and tried to get up, but he was still too weak after his last orgasm to do anything. He felt his blush deepen tenfold and he watched in horror as his door opened.

Sky Flare glanced over at Winter and gave him a quick wink, before turning her back to the now opening door and tensing.

Dawn stuck her head into the room and froze solid at the sight she found before her. She saw Winter, laying flat on his back, his dick standing straight up before him. Its still wet surface gleamed faintly in the morning light that drifted into the room, and a smattering of white led from it, along the floor, to the door she stood at. She was speechless, and her mind faulted as it struggled to understand what she was seeing.

Sky Flare clicked her tongue to get Dawn's attention and pulled a back leg back in preparation for a hard kick.

Dawn glanced towards the sound, and was met with a firmly planted back hoof against the side of her head. She staggered two steps into the room, then fell to the floor, wholly unconscious.

"Now we can really spice things up, eh Winter?" Sky Flare practically sang. She dragged Dawn over beside Winter’s bed, then trotted out of the room, a rather pleased skip in her trot.

Winter caught his breath while Sky Flare was out and shakily got to his feet. He practically fell off his bed, but he managed, just barely, to keep his footing. He leaned over Dawn and shook her shoulder gently. "Dawn?" he called to her, "Dawn, you need to wake up!"

"You want her awake when you start eh? Alright, if that's what you want." A voice said from behind him.

Shooting a glance back, Winter found Sky Flare to be standing in the doorway. She had a coil of rope around her neck, and a surprisingly charming smile on her face. In the morning light that shone from the outer hall, she looked mesmerizing. Her reddish orange coat shone beautifully and her eyes gleamed like amber.

"Roll her over, Winter," she said softly, "You're gonna be sharing your love with her next."

"I-I'm going to be what!?" Winter said, shocked by Sky Flare's implication.

"You heard me." Sky Flare stated, closing the door behind her and locking it once again.

"I can't do that!" Winter protested, “And I'm not going to force her! No way!"

Sky Flare stomped her foot down hard and Winter fell silent. "Did you forget what I said earlier, Winter!?" she barked, "Your dick is mine until I'm satisfied! That means you do what I say, when I say it! Now be a good dick and roll that little sugar mare over!"

Winter swallowed nervously and did as he was told. He didn't want to have sex with Dawn, not like this. She was cute and sweet and kind, but she was dating Stalwart Shield! A Palace Guard and a Military trained pony. If Stalwart ever found out what he was being forced to do, he'd kill him! But if he refused, there was a very real possibility he'd be killed right then by Sky Flare. He was caught between a rock and a hard place, and he knew it.

Dawn groaned as she was rolled onto her back, she was still semi-conscious it seemed.

"I'm sorry Dawn, you have to believe me!" Winter whispered quickly.

"W-Winter...?" Dawn asked weakly, heavily dazed from Sky Flare's kick.

Sky Flare frowned at him and pushed between the two. She had planned to use the rope she had grabbed to bind Dawn, but an idea came to her that made her grin. "Hey Winter, give me your scarf."

"W-what!?" Winter gasped. He took a step back and raised a hoof to shield his scarf, "N-No!"

Sky Flare leaped at him fast. She swept a leg under him, knocking him over and dropping him hard onto his side.

Winter stared up at her blankly, rather stunned by her abrupt attack.

Moving quickly, Sky Flare slipped Winter’s red scarf from around his neck and returned with it to Dawn. She bound Dawn's front legs behind her back and pulled the bonds taught.

Dawn winced at the tightness around her forearms and gradually became aware of her surroundings. She looked around, slightly panicked as she found Sky Flare to be standing over her. Winter lay on his side nearby, his still prominent erection protruding proudly before him.

"Welcome to the party my green little treat," Sky Flare cooed, "Hope you're as ready for it as I am."

"Ready for it?" Dawn said slowly, "Ready for what? Sky Flare, what's going on? A-and why am I tied up!?"

Sky Flare gave a hard tug on the scarf and Dawn winced in pain. "You be quiet now," she ordered, "Be quiet, and take my dick to the hilt."

"W-what!?" Dawn gasped.

"Do not make me repeat myself, Winter!" Sky Flare warned, "Do what I say."

Winter got to his feet and slowly walked over to Dawn. "I'm so sorry Dawn," he said quickly, "I don't know why she's doing this! I woke up with her in bed with me and she's been like this since!"

"In bed with you?" Dawn said, "But, why?"

"Because he's a fine stallion any mare should feel proud to share her spring with," Sky Flare said, smiling lovingly at Winter, "So be grateful, little Dawn, 'cause I'm gonna share him with you now too."

Dawn looked around the room, panic clear in her emerald eyes. Her mind raced as it tried to desperately to figure a way out of this situation, but she couldn't think of anything. She was tied up, and had Sky Flare between her and any hopes of escape. "Please, don't do this guys!" she protested, "I'm not ready for something like this!"

"Hmm, maybe you're right," Sky Flare said thoughtfully, "But I can fix that." She winked at Dawn and tied off the other end of Winter’s scarf to the nearby bedframe. She then moved in front of her and knelt down, a growing grin clear on her face.

"W-where do you think you're looking Sky Flare!?" Dawn shrieked as she found her captor to be staring at her lower areas. She blushed in embarrassment and crossed her lower legs reflexively.

Sky Flare placed her hooves on Dawn's knees and forced them apart roughly, evicting another squeak of protest from her.

"This isn't funny anymore!" Dawn practically screamed, " Winter! Help me!" Tears were starting to well in the corners of her eyes, and she struggled in vain against the bonds that held her.

"M-maybe we should just let her go, Sky..." Winter tried. He didn't want Dawn to get hurt, or be forced into something like this. He didn't even want to be there himself, not really, but he'd take the full wrath of Sky Flare's strange behavior if he could help Dawn to escape unharmed.

He took a step towards where his scarf was tied to the bed, but an angered glare from Sky Flare dashed the last of his rebellious intentions.

"Last I checked, dicks couldn't speak," Sky Flare stated, "Or move on their own for that matter."

Winter fell silent and sat down in place, his eyes glued to the floor.

"Good boy," Sky Flare cooed, "Now watch, listen, and learn." Turning her attention back to Dawn, she practically dove face first into her crotch without a word of warning.

Dawn inhaled sharply as she felt Sky Flare's tongue force its way past her lower lips and plunge straight into her nethers. She shook her head and tried to call out for help, but the sensations she was now experiencing literally took her breath away.

Sky Flare whipped her tongue about forcefully, trailing it up, down, and as deep inside her green captives’ tight snatch as she could manage. She left no area untouched, and not even a moments respite was given.

Dawn began to pant rapidly and trembled uncontrollably as her mind quickly drowned in the rapidly shifting sensations Sky Flare's actions were causing within her. She gasped out sharply as she felt Sky Flare shift upwards and stared down at the red mane and head buried against her crotch. A strong tension was building deep within her and she shook her head wildly as her breathing devolved into heated moans.

Winter, though still staring at his feet, had his ears turned fully towards the two mares before him. He had never heard sounds like this before, and Dawn's moans and pants were making him even harder than he ever thought possible. He began to feel slightly jealous that Dawn was getting all the attention now, but at the same time, his innocent side was still a little glad that he was being left alone.

Dawn abruptly went rigid and screamed out in ecstasy as she felt Sky Flare's mouth latch onto the sensitive nub at the top of her delicate lower lips.

Sky Flare ran her tongue in laps around the tiny bundle of nerves, then sucked hard.

Dawn was brought to the edge of orgasm in an instant, and with one final strike of Sky Flare's tongue on her clitoris, was sent hurtling over the edge. She moaned long and low. Her back arched hard and her knee's clamped even harder against Sky Flare's head, locking the female Pegasus in place against her trembling marehood.

Sky Flare grinned into Dawn's quivering snatch and kept her tongue racing about, holding Dawn over the edge for as long as she could.

Eventually, her orgasm subsided and Dawn's legs fell open limply.

Sky Flare sat up proudly and licked her lips wetly. "Oh yes, you are a little treat." she cooed.

Dawn couldn’t reply. She could only muster the strength to pant for her next breath. Her hooves twitched at the lingering jolts of pleasure that sporadically cascaded throughout her nethers and she stared blankly out at the world through a haze of white.

Sky Flare admired her handiwork for a moment longer, then smiled over at Winter. "Did you enjoy the show?" she asked softly.

Winter glanced at her for a moment, then quickly returned his gaze to his feet.

"Well?" she pressed.

"U-uh... Y-yes?" Winter said in a barely audible whisper. His face flushed at his own words and he slowly realized that he had genuinely enjoyed the sounds Dawn had been making. Quite a lot actually.

"Good," Sky Flare said happily, "Now come here. Now that I got her all warmed up, it’s your turn to enjoy her."

"B-but I..." Winter started, then gave up his protests. Not because of Sky Flare this time however. His cock had grown so hard, and tingled so strongly after having listened to Dawn being pleasured to the point of orgasm, he felt he would literally burst if he didn't get some form of relief, and soon. He had thought of masturbating instead, but he knew Sky Flare would get mad if he went that route. So that meant this was his only option.

Winter made his way over to Dawn and knelt down between her legs.

"W-Winter," Dawn said weakly, "N-no..."

Winter tensed at her words and froze. He couldn’t believe what he was doing. He couldn’t actually force Dawn like this, he wasn’t that kind of pony!

"Guess I gotta do everything." Sky Flare sighed from behind him.

Winter tensed as he felt Sky Flare's chest and stomach press firmly against his back. He watched in concern as an arm reached around him from either side and gently pressed against his throbbing member from either side. He moaned at the contact and bit his bottom lip to silence himself.

"That's what I thought," Sky Flare whispered in his ear, "You want this just as much as I do." She bit his ear softly and purred a moan into it as she began gently kneading his shaft with her wrists.

Winter grunted and fought not to moan again at the much-desired contact, but he could only resist for so long.

"You know you want to fuck her," she continued heatedly, "So do it! Slam yourself into her and let your seed fill her to the brim like you did with me!"

Winter mindlessly leaned towards Dawn and pressed the tip of his swollen cockhead against her well moistened lower lips.

"Now, bury that thick cock of yours as far in her little snatch as you can." Sky Flare edged him on, "Look at her, you know she wants it as much as you do." Her lips nibbled at his ear and she urged him even closer by pressing her hips against his from behind.

"W-Winter!" Dawn barely managed to gasp, "D-don't! Please! I-I've never..."

"Wait, another virgin!?" Sky Flare exclaimed. She burst out laughing and grinned from Dawn to Winter and back. "It's no wonder your moans are so sweet! Oh this really is just too good! Looks like you get the full experience today Winter. You get to lose your virginity to a pro, then take the virginity of this little treasure!"

"N-no!" Dawn protested weakly. She tried to wiggle away, but she couldn’t move. The orgasm Sky Flare had given her was too much for her to recover from so soon.

"Showtime!" Sky Flare practically sang. Abruptly, she thrust her hips hard against Winter’s from behind, forcing him forwards into Dawn.

Dawn screamed out in a mix of pain and never before felt pleasure as the full length of Winter's rock hard cock pierced straight into her virgin passage and stretch her wide to accommodate him. Her hymen was destroyed in an instant, and with it, her equine virginity. She could barely think through the intensity of it. All she could feel was Winter’s thick shaft embedded deeply within her. She was stretched so wide, it felt like she'd be torn open. But, despite her fears and the pain she felt, her body held together surprisingly well.

Winter fell forwards onto her and caught himself with his arms on either side of her. He trembled uncontrollably at the intense tightness he felt straining around his member. Dawn was a great deal tighter than Sky Flare had been, and he almost lost it from that feeling alone. He breathed hard and glanced down as he struggled not to cum right then. He found that nearly two inches of his cock had yet to enter Dawn, and frowned slightly at that. Apparently, not all mares were the same inside. Dawn was tighter than Sky Flare by far, but not nearly as deep.

As he took a good long look at just what his dick looked like, forced into a mare's most sacred of places, his stomach knotted in concern. Winter noticed a faint trickle of blood seeping out from Dawn's pierced opening and quickly began stumbling over a series of rapid apologies.

Looking back to Dawn's face, he could see tears in her eyes, and silent sobs were clear in her shaky breaths.

"Oh she'll be fine," Sky Flare said, hugging him lovingly from behind, "First time always does that. You popped her cherry is all. Just savor it. It's a treat you won't get very often."

"B-but she's hurt!" Winter squeaked out.

Sky Flare ignored him and grasped his hips with her wrists.

"S-Sky, wait!" Winter protested, but she pulled hard anyways and he slid halfway out of Dawn's stretched hole before he could stop her.

Dawn winced at the shift of her insides and a slight moan escaped her.

Sky Flare shoved Winter from behind once again and forced him back into Dawn as far as she could take him.

Both Dawn and Winter gasped at the sensation, and though Dawn's insides still stung, any pain she had was very quickly fading into something much more wonderful.

Sky Flare kept moving Winter’s hips for him, forcing him to pump in and out of Dawn at an increasing rate. He moaned every time, and it wasn't long before he was pumping into his bound friend all on his own.

Sky Flare gently moved back and grinned evilly as she watched the show.

Dawn's legs had wrapped around Winter’s waist the moment she had left, and started urging him on with growing eagerness.

Winter meanwhile, hadn't even noticed Sky Flare's departure. His mind had been taken over by the desire to find ever deeper levels of pleasure within his friend, and release the pressure he felt gradually building within his loins once again.

Sky Flare slid a fore hoof between her own legs as she watched, and gently began stroking her clit with the edge of a hoof. She moaned a soft, purr-like moan and listened to the sweet sounds of the two inexperienced lovers before her. Any contact with her burning nethers felt incredible, but she just couldn’t seem to bring herself to that sweet abyss of pleasure everypony chased when they were in the throes of passion. She still had no idea why she was as hot as she was, but she was in serious need of some relief herself.

Eventually, Sky Flare couldn’t take it any longer and gave up trying to use her hoof to satisfy herself. She crept over to the two she had been watching and rather abruptly sat on Dawn's face.

Dawn's eyes opened wide and she gasped out a muffled exclamation of fright into Sky Flare's drenched slit.

"Sky Flare!?" Winter squeaked, having momentary forgotten she was even there thanks to the unbelievable tightness and pleasure of Dawn's sopping marehood.

"Mmmph! Mm! Mmmm!?" Dawn tried to protest, but all she succeeded in doing was making Sky Flare moan at the vibrations of her muffled words.

She smiled at Winter and kissed him lovingly. "Don't stop fucking her, even when you start to cum, go it?" she said lustily, "And as for you..." She glanced down over her shoulder at Dawn and smiled. "Unless you want the next thing going inside you to be a Timber Wolf, you'd best get licking. I gave you a great tonguing earlier, the least you could do is return the favor."

Despite the rhythmic pleasure she was now subject to, the thought of a Timber Wolf in Winter’s place drove a deep fear into Dawn's heart and she quickly began lapping at Sky Flare's drenched opening as best she could.

It tasted odd to her, a strange mix of sweet and salty moisture. The more she ran her tongue around and in the opening before her, the more a strange, milky white substance seemed to flow out. It tasted terrible, and smelled even worse, but Dawn was too frightened of being raped by Timber Wolves to protest.

Sky Flare moaned and ground her crotch harder against Dawn's face. "You like that do you?" she cooed, "Good. That's lover boy here's cum." She laughed at the muffled shriek of surprise from the mare beneath her and ground herself against her even harder.

Winter’s hips were starting to get tired, but he needed to cum again. He had cum twice already, and it was getting progressively harder to get off each time, but he had to feel that sweet rush of pleasure at least one more time.

He dropped his head against Sky Flare's chest and thrust harder than ever, fighting with his loins to bring forth one final torrent of pleasure.

Sky Flare smiled down at him and hugged him close. "You can do it," she encouraged him, "You know she wants it. Give her your seed and make this virgin flower blossom."

Winter groaned gutturally as he felt his pleasure crest deep within and his mind went white as he came harder than ever.

Dawn moaned hard into Sky Flare's snatch in response. The feeling of Winter’s cock spasming inside her, along with a new sensation, a strangely warm, fluid like feeling filling her up from the inside out, brought her over the edge once again. She trembled bodily and her eyes rolled back into her head as she grinned at the swell of pleasure coursing through her very being.

Their orgasms finally subsiding, both Winter and Dawn collapsed to the floor and gasped for breath.

Feeling Dawn stop her amateurish licking of her loins, Sky Flare hopped off her face and chuckled. "You aren’t done yet, are you?" she asked playfully.

"I-I can't," Winter panted, "I'm done..."

Sky Flare chuckled at him and shook her head. "Not yet you're not." She cooed. Grasping at his sides, she gently pulled him off of Dawn. His now limp member pulled wetly from her stretched opening, a steady stream of cum following after it and oozing out onto the floor.

Dawn moaned at the feeling, but otherwise remained motionless. She was too exhausted to even speak, but she smiled to herself at the lingering sensations she could still feel coursing inside.

Sky Flare smirked. "Ah virgins,” she sighed in amusement, “Can't handle a good mating for the life of them." She knelt down beside Winter and took his limp tool into her mouth.

Winter moaned at the intense sensations her tongue instantly sent coursing through him and he tried weakly to get her to stop. After having just gotten off, the sensitivity of his dick was increased to an almost painful level.

Sky Flare couldn't care less however. She knew how sensitive an orgasm made a stallion, and she loved making them tremble like children this way. She ran her tongue around the bulb of Winter’s cockhead and sucked hard, before abruptly swallowing his full length into her throat.

Winter gasped and shook his head frantically. It really was too much for him to handle, but he didn't have the strength to stop her. His hips felt like jelly and his vision was blurred the sensations were so intense.

It didn't take long for Sky Flare’s ministrations to revive Winter's youthful reproductive organ. And before long, his cock was rock hard and pulsing with pent up desires once more.

Despite the intensity of it all, Winter loved the feel of Sky Flare's tongue writhing all over his dick like this. Her marehood was great, and so was Dawn's, but there was just something about the way she used her mouth, throat and tongue in unison like this that felt better than anything he could have imagined.

An audible whimper of disappointment escaped him when Sky Flare finally stopped her expert oral care of his newly revived member, and she couldn’t help but to give him a loving kiss right on the tip in response.

"I take it you enjoy my mouth, hmm?" she asked, though she knew he did.

Winter was too embarrassed to answer verbally, so he just nodded his head and blushed furiously at his silent admission.

"Heh, good," Sky Flare smirked, "Maybe I'll wake you up again like that tomorrow then, if you’re good."

Winter couldn’t help but smile a little at that thought. Despite the fear and confusion involved, it really was a phenomenal way to wake up and start the day.

Sky Flare moved over to Dawn, who was still twitching in her pleasure induced daze, and rolled her onto her stomach.

"What are you doing?" Winter asked, coming over to her as best as his weakened muscles would allow.

"We're going the whole nine yards today kids," she explained, "You're both virgins through and through, so you might as well learn all the kinks while you're here." She lifted Dawn's hind end up and propped her on her knees.

Dawn was now laying on her chest, with her ass high in the air. He arms were still bound behind her back with Winter’s red scarf, and a clear trail of white ran down both her inner thighs.

Sky Flare pulled Dawn's tail over and smiled at Winter. "Time to see what she thinks of anal." she said with a giggle.

"A-Are you sure?" Winter asked nervously, "I-I mean, can you really do that?" He had never even thought that anal was a possibility. He always liked the look of a mare's rump, but that hole seemed too small in his mind, and his penis too big. But if Sky said to do it, he couldn't exactly say no.

"Trust me," Sky Flare said with a wink, "She'll be able to take you just fine. Especially with how good I just worked your shaft over."

Winter glanced down at his erection and sure enough, it had a rather thick sheen of Sky Flare's spit all over it.

He came up behind Dawn and pressed the tip of his member against her small cinnabar hole. "L-like this?" he asked, placing his hooves on her hips for support.

"Exactly like that," Sky Flare said, "Go in slow here though."

"W-whaaa....?" Dawn groaned out. She gradually came to her senses and tensed as she felt something thick and hard pressing against her tiny asshole. "W-What are you doing!? N-Not there! No!"

Winter glanced to Sky Flare and she gestured for him to go deeper, so he did. With a bit of a push, the larger head of his cock plunged inside its resistant target with an audible pop. This hole was even tighter than Dawn's marehood had been, and Winter could literally feel each and every one of her heartbeats through the tight walls of her straining ass.

Dawn inhaled sharply at the painful penetration and wiggled about in a desperate attempt to free herself.

Sky Flare smirked at the view she had of Dawn wiggling ass and slapped her hard on the flank.

Dawn winched and looked back at them with tear filled eyes. "W-Why there!? Of all places, why there!?"

"Because you'll like it," Sky Flare said, "I guarantee it. Just give it a minute for your ass to loosen up." She placed her other hoof on Winter’s lower back and abruptly pushed. She forced nearly half his remaining length deep into Dawn's ass in one smooth motion and grinned darkly at her reaction.

Dawn screamed out in surprise and pain as her insides were forced to accommodate so much of Winter’s thick shaft and began sobbing uncontrollably as she was stretched wider than she thought possible.

"I-I don't think this is a good idea Sky," Winter said, "It's hurting her..."

"Oh she'll be fine," Sky Flare said, pressing him in even deeper, "Just go slow."

"S-Stop pushing him in and he will go slow!" Dawn whimpered desperately.

Sky Flare slapped her ass a second time to silence her and chuckled as she encouraged Winter to burry every last inch of his dick in her straining ass.

Dawn couldn't believe so much could fit inside there of all places. Her stomach gurgled in protest and she could feel everything inside shift about to make room. She sighed in slight relief as Winter’s hips finally came to rest against her ass cheeks. It meant that at least his invasion couldn't go any deeper than that. Her relief at his depth of penetration quickly faded however, as she soon felt Winter begin to withdraw. Dawn felt like he was going to take her insides with him and she shook her head at the great discomfort she felt inside. Her insides remained intact however, and with each subsequent insertion and withdrawal, the discomfort faded a little more.

I took well over a minute of slow pumping for any twinge of pleasure to be found, but before long, both Winter and Dawn were moaning and quickening their paces.

"So, whatcha think Winter? Dawn's got a great ass doesn't she?" Sky Flare asked.

"Y-yeah," Winter gasped out as he sped up his pace, "T-this feels really good!"

While it was starting to feel rather good for Dawn as well, she couldn’t help but feel a little angry with Winter. He knew it had hurt her when he first started, but he kept going anyways. Sky Flare is scary sure, but he could have tried to resist a little more!

Dawn struggled against her bonds in vain once more, then dropped her head in defeat. She couldn’t break free, but she had to do something to get at least a little revenge for this… She thought long and hard as her ass was plowed into again and again, and with a sudden gasp, she came up with a solution.

"Starlight!" she whispered angrily, "I know you can hear me! If he loves my ass so damn much, give him a taste of what it feels like! I know you're there dammit! So get out here already and help me!"

Winter missed Dawn's angered whispers, but Sky Flare didn't. In her lust induces haze, she had forgotten all about Starlight. She couldn't figure out why he hadn't shown up sooner, given the situation. She took a step back and prepared for a fight. What happened next however, was not what she had expected at all.

Behind Winter, Starlight emerged from the shadows. His shadowed form seemed more transparent than usual, and he looked to be just as weak as Dawn was, but he had a wild lustful look about him that intimidated even Sky Flare a little.

Winter was too focused on reaching yet another climax to notice the shadowed pony that had materialized behind him, but with a sharp and rather brutal pressure against his own asshole, he became painfully aware of their newest arrival.

As Winter was bent over Dawn, fucking her ass in a position reminiscent of a canine, Starlight had no issue mounting him in a similar manner. His semitransparent cock was a few inches longer, and a fair bit thicker than Winter’s was, but due to its magical nature, it possessed no real friction. Due to this, Starlight slid straight into Winter’s virgin asshole with relative ease.

Winter screamed out in fright and pain and his tiny hole was forced wide open to accommodate Starlight’s girth. He leaped back reflexively, but that only succeeded in forcing the full length of Starlight’s member deep into him in one swift motion.

"Just take it slow Winter!" Dawn said bitterly, "It'll feel better in a few minutes!" She didn’t want him to escape, so she thrust her ass back into him. The motion embedded Winter’s dick to hilt in her own ass, but unlike him, she was used to it now, so it didn't bother nearly as much as it had the first time.

Winter couldn't find any words to speak, he could barely find any air to breath. Never before had he felt anything like this, and if it weren't for the intense pleasure Dawn's ass around his dick created, he would have burst into tears at the pain.

Starlight and Dawn turned the tides on Winter and worked in unison to get their revenge, and seek out their own climax.

Dawn would pull away from Winter, allowing him to slide away from Starlight a little. Then, she'd thrust her ass back against him just as Starlight thrust into his ass. They quickly fell into a steady rhythm, keeping Winter moving between them faster and faster.

Sky Flare was taken aback for a moment. The sight before her was an impressive one to say the least. Starlight was grinning darkly as he plowed Winter harder and deeper with each thrust. Dawn shared a similar look, and seemed to take great pleasure in the knowledge that Winter was going through exactly what she had, only with far less time to recover. And Winter looked wholly lost. The pleasure he felt was clear, but so was the pain.

Sky Flare couldn't resist. She ran out of the room and down the hall towards her own room. She returned in under a minute with a camera around her neck. She lined up the perfect shot and grinned through the lens. "This is just too perfect a moment not to save," she cooed, "Say orgy~!" She snapped the picture a moment later, but no one even noticed the flash. They were all too lost in their own pleasure drunken adventures to see or hear anything beyond the sensations they all shared.

It didn't take them much longer to reach the goal of their quest.

Dawn and Starlight were first to lose themselves in the throes of pleasure that a deep-rooted orgasm brought. The two of them shared a deep connection, so deep that they could literally feel exactly what the other felt. So, this entire time, Dawn had been experiencing anal from both her perspective and Starlight’s. She had to admit, fucking someone in the ass really did feel great. Being fucked that way wasn't too bad either, once your insides adjusted to it anyways.

Starlight began a series of deep thrusts as he came with the intensity of his and Dawn's combined orgasms, and while Dawn screamed out in ecstasy, he let out a guttural moan of pent up sexual tension.

Winter was still lost in his daze. The pain of Starlight’s constant thrusts into him had faded some time ago and melted away into surprisingly strong sensations of pleasure, but it wasn't until Dawn came that he finally went over the edge for his fourth time.

The feeling of Starlight’s cock spasming inside his ass, and the pulsating constrictions of Dawn's insides drew out an orgasm so powerful, his mind went blank.

Dawn moaned heatedly as she felt Winter’s cum gush deep inside her and she cried out his name as she lost consciousness from a mix of pleasure and complete exhaustion.

Starlight faded back into nothingness as his and Dawn’s orgasm subsided, and without him to hold Winter in place, the brown Pegasus fell limply atop Dawn's still raised ass and back.

Sky Flare snapped another photo and put the camera down proudly. "That was great you two!" she praised them, "And where the hay did Starlight come from? With him here, I can get it from two studs at once too!"

She was met with silence however, and moved closer to investigate. She glanced from Winter, to Dawn then sighed in disappointment. "Damnit..." she pouted, "They passed out..." She tried to rouse her companions, but it was no use. They were totally spent, and nothing short of a good long rest would return them to the waking world.

Sky Flare looked up at the ceiling and a tear of frustration began to form in her eyes. "But what about me,” she whimpered, “I'm still so horny..." She slumped onto her haunches and sighed sadly. "There has to be somepony that can help me get relief too..." she mumbled.

A low howl swept over the Guild and she looked to the window as an idea struck her. "Timber Wolves could work!" she gasped aloud, "It's not like they get tired!" She dashed out of the room, leaving Winter and Dawn alone together in their coupled place of rest.

The next morning, Winter and Dawn awoke to a rather awkward scenario. They were still in the exact same positions they had been in when they had passed out the day before.

Winter was still fully embedded in Dawn's tight ass, and her arms were still bound with his precious scarf. They both blushed fiercely but had said nothing until they had bathed separately and calmed down.

The sun was high in the sky now, and they both sat awkwardly in front of the Guild hall.

"S-so..." Winter said, breaking their silence, "A-about yesterday..."

"Yeah..." Dawn said, a light blush still present on her face, "I uh... I think I may know what happened..."

"Oh?" Winter said surprised, "Because I have no idea."

"Remember that Aphrodaisylac tea we made for Sky Flare?" Dawn asked.

"Yes?" Winter said, "What about it?"

"W-well..." Dawn chuckled weakly and looked down at her feet, "Apparently, I was wrong in my understanding of what it did..."

"What do you mean?" Winter asked.

"Well..." Dawn sighed, "It turns out, the 'True friendship of spring” the passage in the book mentioned, was quite literal. It's a flower that when boiled creates a Philter. A love potion of sorts that drives the drinker into a sexually charged frenzy..."

"What!?" Winter gasped, "How could you have messed that up!? And how do you only know of this now!?"

"Starlight asked his teacher about the Aphrodaisylac tea this morning and he explained what it really did," Dawn explained quickly, "You remember that smudged out section about using the leaves instead for a lesser effect? If we'd have used the leaves instead, it would have just made Sky Flare really happy instead of really horny, so this whole thing's my fault... I'm sorry..."

Winter was stunned. He was angry about Dawn's screw up, but at the same time, he did rather enjoy himself, though he'd never admit to it.

Dawn was in a similar state of mind. She felt stupid for not asking Starlight’s teacher for help beforehand, but at the same time, she had enjoyed having sex a great deal more than she had expected she would. She grinned internally at the thought of surprising Stalwart with a little show and tell of what she’d learned, or maybe even a special cup of tea just for him the next time they went on a trip somewhere remote.

"I have to ask though, Dawn..." Winter said, looking at her curiously, "Why didn’t you just escape when you woke up and run away? You could have untied my scarf with your magic no problem, so why'd you stay and let me... Y-you know..."

Dawn's eyes went wide at Winter’s comment and she stomped a foot on the ground in surprise. "You're right!" she exclaimed.

"You... Forgot you had magic... Didn't you...?" Winter said, rather stunned that a Unicorn could forget such a key piece of themselves.

"N-no..." Dawn said, looking away as her face flushed bright red, "Well... M-maybe a little..."

They fell silent for a moment, then Winter burst out laughing.

Dawn laughed with him after a moment and smiled at him.

Winter’s laughter cut out abruptly and he pointed to the tree line nearby with a clear look of concern on his face.

Dawn followed his line of sight and tensed as she caught sight of what had stunned him.

Ahead of them, Sky Flare came staggering out of the forest. She had twigs and leaves strewn throughout her coat and wings and a deep scowl was clear on her face, even from this distance.

She stomped towards them angrily, but much to Winter and Dawn's confusion, turned for the Guild hall’s main entrance instead of towards them.

"A-are you..." Winter started, but he fell silent. He wasn’t sure he could handle it if Sky Flare was still like she had been the day before.

"…Are you alright?" Dawn asked instead.

"I'm just peachy!" Sky Flare barked.

They both winced at her tone.

"W-what's the matter?" Winter fought to ask.

"What's the matter!?" Sky Flare asked, turning a glare towards them both, "What's the matter is, I woke up in the forest surrounded by Timber Wolves! My head is killing me, and my insides feel like they were used for a punching bag!"

"Y-you woke up with the Timber Wolves!?" Winter and Dawn both gasped in shock.

"Yes and no," Sky Flare admitted, "The ones near me were in pieces. The rest of them were whimpering in the tree tops like frightened puppies! I don't know what happened last night and I don’t care. Just leave me alone for today, alright Winter?"

"Y-yeah, sure thing.” Winter said quickly.

Sky Flare pulled a few twigs out of her wings, then headed inside the Guild.

"She doesn’t remember anything?" Winter asked, looking to Dawn for confirmation.

"I uhh... I guess not," Dawn said, "I guess that's kind of lucky."

"I'll say!" Winter said happily, "It means Silver won't hate me for... For... You know."

"No, I don’t," Dawn said, looking at Winter seriously, "And neither do you. Sky Flare doesn’t remember what happened, and neither will we, right?"

"O-okay, sure,” Winter said, “That's probably for the best... Right?" He was a little let down by the idea of keeping the events of yesterday a secret, but he didn't want to upset Sky Flare, or Stalwart for that matter, and he especially didn’t want to upset Silver. So, if Dawn was willing to pretend like it never happened, he'd play along.

"Well, despite what may or may not have happened yesterday," Dawn mused thoughtfully, "One good thing did come out of it."

"What's that?" Winter asked confused.

"You got what you wanted," Dawn said, grinning at him, "Sky Flare called you “Winter” just now."

Winter gasped, "Hey, you're right!"