Sci-Twi's lessons in "friendship"

Walking through the halls of the school Midnight smiled to herself, unbelievably elated at the looks she was receiving. After she left Pinkie's she had gone to the Canterlot mall and perusing all the shops the doppelganger could, she managed to acquire a new set of clothing for herself. Entirely dropping Twilight's schoolmarm look, she now wore an outfit that practically screamed come and fuck me at any time: thigh-high boots, micro skirt, g-string and a thin white shirt that was tied at the bottom, exposing her midriff and cleavage. The second she threw open the front doors of the school students loitering in the halls turned their heads, jaws dropping at the sight of the usually nerdy looking woman. Unable to believe what they were seeing none of them said a word to one another. Instead, they just stood where they were staring dumbfounded. Continuing down the hall Midnight noticed a small group of students who hadn't seen her yet. Smiling to herself she approached them, and once they finally took sight her approach she ran her finger across one of the male student's chins as seductively as she could, then leaning forward, she whispered to them and told them to meet her outside under the bleachers. Confused the students looked at one another before turning back to Midnight, but when they did she had already walked off, leaving them to discuss it amongst themselves. Knowing full well what the group of students would do Midnight continued down the hall and only stopped again when she reached her locker. Opening it up she retrieved and dropped off what she needed before closing it again, making sure it was locked she turned around and much to her surprise Sunset Shimmer was standing there with the rest of Twilight 's friends giving her a concerned look. Not wanting to deal with them she gave Sunset a lame excuse of needing to get to class and tried to squeeze past, but she didn't get far as Sunset grabbed her arm.

"Don't walk away from me, Twilight I'm worried about you, we all are!?" Sunset said while gesturing to the rest of the group who nodded in agreement, "You walked right past us outside as if we didn't even exist, and what is with those clothes? Are you alright, is someone forcing you to wear them?" Very quickly Midnight started to feel her anger build up and was about to snap as Sunset, but managing to catch herself she let out a breath and removing Sunset's hand from her arm gave them a reassuring smile.

"I'm sorry that I worried you, and that I ignored you. It's just that I didn't want you to blame yourselves." Each one of Twilight's friends looked at one another nervously before Midnight continued, "Ever since we started to go on our 'dates' I came to realize that I was suppressing my true self, and you all helped me to understand that. So I decided to not hide it anymore." While the doppelganger's words didn't seem to ease the worry in Twilight's friends, they none the less nodded, not having any real reason to question her, and if it were true that it was their fault, it would have been hypocritical to do so. Feeling like she had taken care of the problem Midnight excused herself and pushed past the group of friends, heading towards the sports field.

...

Midnight paced back and forth under the bleachers as she waited for the group of students to arrive. Slowly beginning to feel like the group had chickened out she was about to storm off when she saw a small group of students approach her. Ending her pacing the doppelganger noticed that the group only consisted of two males and one female, confirming to Midnight that most of them had indeed chickened out, while she wasn't too happy about that at least she would still get to have some fun. Watching them get closer Midnight crossed her arms under her breast, pushing them up to put emphasis on them. Seeing Midnight standing there the three students nervously looked at one another before re-enforcing their resolve and nodding to one each other, stepping under the bleacher the three approached the doppelganger, all the while trying to gauge her intentions. Once the three students stood in front of Midnight, she wasted no time and practically ripped her clothes off before grabbing the female student by the arm and pulling her closer and forcibly pressing their lips together. Instinctively the female student tried to fight back, but Midnight's grip was like a vice and no matter how hard she struggled wasn't able to break free, slowly a sense of ease started to wash over the female student, and she stopped struggling. No longer fighting Midnight the female student opened up her mouth when she felt Midnight's tongue trace along her lips, now with the doppelganger's tongue inside the girl's mouth they started to fight for dominance. Slowly the female student felt like she was winning, that was until she felt Midnight's tongue completely wrap around hers, confused she tried to pull away again, but just like last time, the doppelganger's vice-like grip kept her in place. Suddenly Midnight's tongue unwrapped itself from the other girl's, and she thought it was over, but much to her shock the doppelganger's tongue shot out and down her throat. Instinctively she tried to spit it out, but each time she tried, it seemed to move a little farther down until it took up her entire throat and she the female student wasn't able to breathe. Though it was unbelievably uncomfortable and not being able to draw oxygen into her lungs caused them to burn, the female student was feeling strangely aroused, as if her entire throat had become an erogenous zone, even as she slowly started to lose consciousness. On the verge of passing out the female student reached her climax and had the most intense orgasm, she had ever had in her life. The female student's body twitched and convulsed sporadically, and finally beginning to pass out her eyes rolled into the back of her head as Midnight slowly removed her tongue from the now unconscious woman's mouth. Finished with her new "toy" Midnight discarded her by dropping the woman to the ground, looking back up she noticed that the two male students were had shed their clothes and were stroking their cocks.

Pleased with the initiative shown by the two males Midnight followed suit and shed her clothing a well. With an almost childlike glee Midnight practically skipped in-between the two males and got down on her knees, slapping their hands away from their erect members, replacing them with her own. Wrapping her hands around each member, the doppelganger enjoyed the warmth she felt from them for a moment as it was a somewhat chilly morning. Slowly Midnight began to run her hands along the length of the two male student's cocks, stoking them in unison and as soon as she did the two couldn't believe the sensation they were feeling. To them, it was as if Midnight's hands were made of velvet or at least something of the like, and as she continued to stoke, they could feel their legs go weak, and it took all of their strength to keep standing. Suddenly Midnight turned her head to the left and took the student's cock into her mouth, eliciting a startled noise from the student as just like her hands Midnight's mouth didn't feel natural, and as she started to bob her head, the stimulation he was feeling was like nothing he had ever felt before. Looking up and seeing the look of pleasure on the male's face Midnight smiled to herself and increased how fast she was bobbing her head, determined to taste the student's seed. Unable to withstand Midnight's onslaught the male student came and released his seed into the doppelganger's mouth, and for way longer than he should be able his cock continued to fill MIndight's mouth as she milked him for everything he was worth. When he was finally spent Midnight removed the student's cock from her mouth and released her grip on it, allowing the male to take a few steps back, swallowing his seed and lick in her lips the doppelganger turned her attention to the other student. Aggressively she wrapped her lips around the other student and bobbed her head furiously, repeating the process as she had with the previous student. Not satisfied with only a blowjob the neglected male turned to look at the unconscious female, and in an almost feverish stated shuffled his way over to her. Getting down onto his knees, the man removed the female's skirt and slid her panties down her legs before positioning his cock just outside of her pussy, but before he could thrust into her, she woke up. Caught in such an uncompromising position the male student started to blurt out several incoherent excuses as to why he was about to rape her, but instead of screaming and yelling, or even seeming upset the female student pounced on him, knocking him onto his back before straddling him. Rubbing the back of his head, he looked up and seeing the predatory look on his friends' face wondered if he may have made a mistake. Suddenly and without warning, the female student impaled herself on her friend's cock and instantly began to bounce up and down on top of him aggressively and in a feverish manner. Having just reached climax with MIndight a few moments ago it didn't take him long to cum again, and as soon as he was spent he tried to lift his friends off of him, but no matter how hard he tried she wouldn't budge. As he tried to push his friend off of him, she increased the speed of her bouncing, and unfortunately just as with Midnight the pleasure he was receiving left him with little strength to fight back, giving his friend all the time in the world to enjoy herself. For the next few minutes, the male student was forced to climax over and over again until his cock started to hurt, the woman uncaring as she continued to rape him. Frantic to see this nightmare come to an end he desperately looked around for something to help him her his friends off of him, but instead his eyes fell on the sight of Midnight on her hands and knees staring back at him while his other friend thrust into her like a wild animal. As he stared at the two he noticed the look on Midnight's face, it was a smug, all-knowing look that for some reason mad the male student's blood boil, it was a look that seemed to be mocking him and calling him less of a man for being raped by a woman. Feeling an unbelievably strong desire to prove that woman wrong the student slowly felt his strength return and in one forceful shove pushed his friend off of him and on to her back. Quickly getting on to his knees the male student shoved his cock into his friend and began to fuck her furiously, all the while Midnight watched and smiled to herself.

Having satisfied herself Midnight got dressed and walked out from under the bleachers while dusting herself off and stretching. Turning back around she took one last look at the group of friends who had continued to fuck without her, giving the doppelganger a sense of satisfaction at a job well done. Suddenly a feeling of being watched washed over Midnight, greatly annoying her. Spinning around she scanned the school building in an attempt to find whoever would dare to spy on her. Unfortunately, no matter how long or hard she stared she couldn't see anything out of the ordinary, shrugging her shoulders thinking it was her imagination the doppelganger looked at the friends once again before smiling and heading back inside the school. Unbeknownst to Midnight, she was indeed being watched as Sunset stood on the roof of the school with a pair of binoculars, and had overlooked the whole affair between her friends and the three students. Letting out a disappointed sigh Sunset put the binoculars back into her backpack and decided that she needed to tell her friends what she had witnessed, and that ti was very likely that Midnight had returned.

...

When Sunset left the roof, she didn't realize how much time she spent watching Midnight corrupt the three students until one of the teachers spotted her in the hall and asked her what she was doing. Coming up with something on the spot the teacher glared at her and told her to get to class as it was only half an hour till lunch. When Sunset got to the classroom she was yelled at by her teacher, she apologized for being late, but the one thing that got her attention was the look she was being given by Midnight. The doppelganger seemed to have realized something and that worried Sunset as she might have just tipped her hand a little too early. Pushing it to the back of her mind she sat down and told herself that she would have to move fast if she was going to inform her friends what she saw during the lunch break. Though it was only a half hour of class, the fear that she might fail to warn her friends made it feel like a lot longer, it also didn't help that on occasion Sunset could see Midnight turn to look at her from out of the corner of her eye. AS soon as the bell rang signalling the lunch break Sunset speedily packed up her things and rushed out of the classroom, knocking some of the other students out of her way, apologizing quickly before continuing on her way. As Sunset continued down the hall, she would occasionally look behind her to see if Midnight was following her and thankfully it didn't appear that she was, either that or she was tailing her, and each time she looked back dipped out of sight. Whatever the truth was Sunset didn't care as she was on a mission and nothing was going to stop her. When sunset reached the front of the school Sunset threw open the door expecting at least one of her friends to be next to the Wondercolt statue, but much to her disappointment none of them were there.

For several minutes Sunset paced back and forth in front of the statue waiting for her friends and wondering what was taking them so long. Suddenly a horrible thought crossed her mind, and she became worried if instead of Midnight following her, what if she went to her friends instead? Cursing herself for not making sure that wasn't going to happen Sunset was about to run back inside and hunt down Midnight and her friends when all at once they came out of the school, thankfully without Midnight. Happy to see her friends safe and sound Sunset released a relieved breath and leaned against the Wondercolt statue for a little support as her legs were still shaking from her panic attack. If her friends noticed Sunset's condition, none of them said anything, and instead greeted her the usual way which she returned, trying extremely hard to hide the shaking of her voice. For a few moments, Sunset allowed her friends to talk amongst themselves while she composed her thoughts and figure out how exactly she would explain the situation.

"Girls I have something to tell you, and you're not going to like it!" Sunset said, getting the attention of her friends. Taking a second she took an apprehensive breath before continuing, "I believe that Midnight has fully returned and is pretending to be Twilight, now for what purpose I don't know but I have an idea that it's to try and divide us." An awkward silence hung in the air for a few moments before the four friends looked at one another and started to laugh. Shocked and surprised Sunset looked between her friends, not able to believe what she was hearing, "How can you all laugh at a time like this! I just told you Midnight has returned, you know that one thing we've been worrying about ever since Twilight brought it up!"

"Sunset, I know you don't like the way Twilight has changed, and I know you feel responsible we all do, but that is no reason to go and accuse her of being Midnight." Rarity said with an indignant huff.

"Yeah, I mean just because Twi, is acting a little different doesn't mean she's Midnight, even I know that." Rainbow Dash stated while patting Sunset on the shoulder.

"I think it's mean of you to accuse Twilight like this while she isn't here." Fluttershy quietly stated while looking up through her bangs.

"You're just acting silly, Midnight is a villain and doesn't know who to have fun, but we've all been having fun with Twilight for the past few weeks." Pinkie said, bouncing all around the group.

"Ah agree with all the others, you shouldn't bad-mouth Twi like that, just don't seem right. Sunset stared at her friends, unable to believe what she was currently hearing, even Applejack, usually the most level-headed was against her.

"Are you all insane!? We all knew that this could be a possibility, that Midnight could return, and so when I try to warn my friends they all chalk it up to me being petty!?" The unsympathetic looks she was getting after her rant was all the confirmation Sunset needed. Releasing a frustrated sigh sunset shook her head and turned away from her friends and started to walk away when she felt a hand on her shoulder.

"Sunset, darling please stop and look at it from our perspective. You come and tell us that our friend, one that we had previously hurt is evil because she is acting a little different than usual. Even you have to admit it does sound a little petty." Rarity stated. Ignoring her friends words Sunset jerked her shoulder forward a little, pulling it free of Rarity's grasp and continued to walk away.

...

Midnight stood on the edge of the school roof watching Sunset fight with her friends, and when she started to walk away with a dejected look o her face, the doppelganger couldn't help but smile. Though the woman had managed to figure out Midnight's little secret, none of Twilight's other friends believed her, and know thanks to her impatience and lack of evidence the one being that could actually stop her was now on her own, making her task all that much easier. Now that Sunset was gone Midnight decided to go and meet with the other friends to widen the divide even further by playing the victim.

Walking through the halls several students that linger there avoided Midnight as she walked past them, something she most likely attributed to the creepy smile and maniacal laughter the doppelganger was unable to stop, no matter how hard she tried to. Though once she reached the front doors, the doppelganger took a few seconds to compose herself and calm down. Taking a deep breath, she pushed open the doors and stepped outside. Looking around she was glad to see that Twilight's friends were still standing in front of the statue, and as she got closer, the group noticed her approach. Very quickly they tried to make it seem like nothing had happened, but Midnight knew the truth, and once she was standing in front of them looked between the friends with a confused stare.

"What happened? You all look a little pale, is something wrong?" For a few moments, none of them said anything and just awkwardly looked between one another until Rarity stepped forward.

"Oh, it's nothing dear, just a little argument over a trivial matter, nothing for you to be worried about." Rarity said trying to sound reassuring, but to Midnight the distress she was feeling was very evident in her voice.

"Are you sure? It doesn't seem like everything is fine." She asked in an oblivious tone. The discomfort on faces of Twilight's friends grew as each of them struggled not to tell her, completely unaware that she already knew.

"Sunset is being a bitch, that's what's wrong!" Rainbow dash finally blurted out, which received her a glare from the rest of her friends. The anger coming from Rainbow nearly broke Midnight's composure, but thankfully she managed to keep herself in check.

"Rainbow Dash, why did you say that!" Rarity chastised with a disapproving shake of her head.

"Because that's what she was being, I mean how could she do that accusing Twi of being evil with no evidence, even I'm not dumb enough to do something like that?!" She said while getting in Rarity's face, "And I know you're thinking it too." Rarity was about to make a rebuttal, but she held her tongue and ashamedly looked away from her friend. Almost instantly the group of friends erupted into a cacophony of trying to yell over one another, and Midnight couldn't have been happier.

"Will all of you stop fighting and calm down!" The sudden outburst caught everyone's attention, and they all turned to face Fluttershy, "Oh, I'm sorry for raising my voice, but we all need to stop fighting and discuss this in a calm and friendly matter." Fluttershy's words seemed to do the trick, and the rest of her friends all looked at each other and apologized. in no time the group friends were back to their usual selves smiling and laughing, much to Midnight's annoyance. Frustrated beyond belief Midnight had to physically stop herself by turning away from the group or she would have strangled Fluttershy for foiling her plan, but unfortunately, her action attracted attention to herself.

"Are you alright, Twilight?" Rarity's question startled the doppelganger and nearly made her jump. Looking over her shoulder Midnight noticed that everyone was staring at her with concerned looks on their faces, thinking quickly she forced a few tears to her eyes.

"I'm sorry, it's just that I can't believe that Sunset would say something like that after all we've been through." She said while crying her crocodile tears. Continuing the act the doppelganger could see Twilight's friends awkwardly look at one another and shifted uncomfortably in place, believing she had them in her thrall again Midnight was about to continue when she was interrupted.

"Oh don't worry, Twilight I'm sure that Sunset is just confused and that she'll come around eventually." Once again Fluttershy completely folded her attempts at dividing the group, and once again Midnight felt the urge to strangle the woman, "I know how to cheer you up. Come with me after school to the animal shelter I work at, being around cute and fuzzy animal always cheers me up when I'm upset." Midnight was about to dismiss her invitation out of hand, but she quickly realized that this might be the best chance to get the woman alone and corrupt her.

...

For the rest of the day, Midnight attempted to find out where Sunset had done after her little spat with her friend, and whenever the doppelganger inquired to her whereabouts no one knew. Some of the students she asked gave her vague answers and only gave her a straight answer when she gave them the best oral of their lives. After she had finished, they told her that they saw her leave the school grounds, but beyond that, they knew nothing else. Thankful for their "co-operation," she gave them a peck on the cheek before heading to the front of the school to meet up with Fluttershy. As the doppelganger walked she felt conflicted in the information that was received, on the one hand, she was happy that Sunset would be unable to interrupt her and Fluttershy's time together, but at the same time, Midnight was unhappy that she wouldn't be able to deal with her right at the moment. Putting that thought to the back of her mind Midnight threw open the doors and looked around for the "her" friend. Just outside of the doors and standing in the usual spot Fluttershy noticed Midnight come out of the school and waved, getting her attention and calling her over. When Midnight stopped in front of the woman, they both exchanged their greetings and got underway, and as soon as they did Fluttershy asked her if she was excited to help her at the shelter. After a brief pause Midnight gave a quick answer, a little too distracted to pay attention to what Fluttershy was saying. While Fluttershy continued to talk and ask questions Midnight was a little to busy staring at her ass and imagining it without the skirt.

"Are you okay, Twilight? You seem a little distracted." Realizing that Fluttershy had stopped walking and had turned around Midnight quickly looked up and answered that she was simply thinking about helping her with the animals. Clearly satisfied with her answer Fluttershy smiled, turned back around and started to walk again. As if that is the reason I'm spacing out for. Midnight thought to herself before once again following Fluttershy.

Thankfully it didn't take long for the two to reach the animal shelter, it being just right around the corner from the school. Standing in front of the building Midnight was beginning to think that the school was right in the middle of the city as it seemed to never take long to reach their destination if they left from the school. Shaking her head Midnight followed Fluttershy into the building, and as soon as the doors were opened the doppelganger plugged her nose, not used to the smells that dozens of animals can produce.

"How can you stand this smell?" Midnight asked, looking around in vain for the source of the smell.

"What smell?" Asked Fluttershy while turning around and giving the doppelganger a confused look. Shaking her head Midnight told her to forget it and walked past her to look at the room she was in. Without turning around the doppelganger asked Fluttershy what it was they needed to do and instantly she herd her hands clap together in excitement.

"Well, first of all, we should give the dogs a bath, they will probably need one. After that, we'll need to clean the cages, so they're not living on filth, then we will need to feed all of the animals, they must be hungry by now. Then lastly once we finish everything else, they will need their exercise. Once Fluttershy had finished her explanation Midnight turned around and stared at the woman for a moment before letting out a chuckle.

"Oh is that all?" Midnight deadpanned. Fluttershy smiled and nodded her head, either not noticing the doppelganger's tone or not caring. Pushing her way past Midnight Fluttershy disappeared through a door at the back of the room humming a tune to herself. Releasing an annoyed sigh the doppelganger pinched the bridge of her nose, already regretting her decision.

For the next few hours, the two women spent their time outside giving the dogs in the shelter a bath. Midnight was thankful that it was summer because each time she had to wash and bathe a new dog, it would splash around and would thoroughly soak her clothes. The only thing that made this less of an annoyance for the doppelganger was that Fluttershy wasn't wearing her usual attire and was wearing a white tee shirt with the name of the shelter on it and as she got more and more soaked with water Midnight was able to see that the woman wasn't wearing a bra. Though she wasn't able to enjoy the sight of her breasts because anytime she focused on Fluttershy the dog she was bathing would either lick her face or would end up smacking her with its tail. Annoyed the doppelganger glared at the animal and called it a mutt under her breath so Fluttershy wouldn't hear her.

After the two women had finished bathing the dogs, they brought them inside and left them in a room that Fluttershy said was for families to meet them. Once they had the dogs settled the two of them exited the room and headed to the very back of the building where the kennel was and started to remove the occupants of the other cages so that could clean them. More than once whenever Midnight tried to remove a cat from its cage the animal would scratch and bite her, certainly not in the mood to be moved. Though every time Fluttershy would come up behind her and take the cat which would calm down almost instantly, leaving the doppelganger to clean the cage while she comforted the animal. Thankfully none of the other animals seemed to have as much of an issue with her as the cats did and Midnight was able to remove them from the cage with little to no difficulty, Which very much mad ethe doppelganger happy. When Midnight had finished cleaning the current pen, she turned around and saw that Fluttershy had already completed her half of the work and was waiting for her to finish.

Having finally finished her half of the cleaning Midnight followed Fluttershy out of the kennel and back to the meeting room. For the next hour or so the two women bought a dog outside each and played with them by throwing a tennis ball or playing tug of war. As Midnight continued to play with the animals, she found that she was actually having fun and that for the first time since her return she wasn't completely consumed by rage and a need for revenge. Sometime later the two women were finally exhausted and decided to call it a day and headed back inside. While Midnight followed behind Fluttershy she noticed that one of the dogs was continually pushing its nose under the woman's skirt, all the while Fluttershy tried to shoo it away as subtly as she could, utterly unaware that Midnight had noticed. Once back inside the two women led the dogs back to the cages and were about to put them back in when just barely they both herd the phone at the front desk ring. Turning to face her friend Fluttershy asked her if she could finish up while she answered the phone, nodding her head Midnight told her that she could. Apologizing Fluttershy turned and left the kennel, releasing a frustrated sigh Midnight got to work and put the dogs back in their cages. For the most point, the doppelganger had very little trouble, and the dogs were put back in their cages in no time at all, that was until she got to the last dog, a German Shepard named Klaus. Each time Midnight tried to put the dog in the cage, he would push his way back out and would sit down and stare at her.

"What do you want? I have nothing for you." Klaus just tilted his head in confusion in response to Midnight's question, causing the woman to release a frustrated sigh, "Why am I even talking to you? It's not like you can understand me." Shaking her head, the doppelganger started to head for the door hoping that Fluttershy would be able to get the dog in the cage when she noticed something under the animal. Leaning down to see what it was Midnight got an eye full of Klaus' cock, realizing what she was looking at the doppelganger looked up at the door for a second before looking back at the dog's cock. Slowly Midnight reached out towards the organ, feeling an almost obsessive determination to touch it.

"Twilight what are you doing?" Startled Midnight stood up and spun around faster than she thought she could.

"Nothing, nothing at all." As soon as she made her response Midnight had to question herself and ask why she did that, it wasn't like she would be ashamed if Fluttershy knew what she was doing. Not that it mattered much as Fluttershy didn't say anything, in fact, she wasn't even looking at Midnight and was staring at something behind her. Confused the doppelganger followed the woman's gaze only to see Klaus standing behind her.

"Oh, so you wanted claim Twilight as your mate," Fluttershy said rather bluntly. The rather casual way Fluttershy said that caught Midnight off guard and surprised, "Oh, I'm sorry I shouldn't have just blurted that out." Before Midnight could say anything in response, Klaus started to push his nose under her skirt, drawing the doppelganger's attention away from Fluttershy. Midnight tried to push him away, but each time he kept on coming back and doing it again, Suddenly the doppelganger felt arms wrap around her neck. Turning her head she saw that Fluttershy was resting her head on her shoulder with a predatory look in her eyes that was uncharacteristic of the usually timid woman, "what are you waiting for? I know you want to touch it, I can see it in your eyes," Fluttershy said, her voice barely above a whisper. Having the desired effect Midnight found herself slowly lowering herself to the floor until she was on her knees. Rolling her eyes Fluttershy did something that Midnight never would have thought she would do, suddenly she was being pushed onto the floor and flipped over until she was on her back, "Klaus come here!" Hearing his name the German Shepard stood up and walked in front of the two women, Fluttershy grabbed hold of Klaus' collar and spun him around and pulled him back so that his cock was hovering just above Midnight. With one hand Fluttershy took hold of Klaus' cock and pointed it down and with the other pushed down on his back so that he squatted until the tip of his cock wat touching Midnight's lips, "Come on, Twilight open up." Midnight did as she was asked and opened her mouth, as soon as it was open Fluttershy pushed down a Klaus' back once again until his cock entered the doppelganger's mouth. Holding it in her mouth for a moment Fluttershy let Midnight adjust to the organ before removing her hand from the dog's back and placing it on his underside, lightly pushing up she got Klaus to stand back up so that only the tip of his cock was left in Midnight's mouth. Fluttershy removed her hand from Klaus's underside and the dog once again squatted down, pushing his cock back into the doppelganger's mouth. Without any prompting, the dog started to pump his cock in and out of Midnight's mouth, each time Klaus thrust he would release a little spurt of cum. For about two minutes this continued, and just as Midnight was beginning to enjoy herself the dog's cock was suddenly removed from her mouth, looking around, she saw Fluttershy pull Klaus away from her. Sitting up Midnight was about to tell her off when Fluttershy placed a finger to her lips, silencing her and causing a great deal of confusion. Annoyed she watched as Fluttershy put a leash on Klaus and lead him out of the room, once she had left Midnight saw her stick her arm back into the room and beckoned her to follow.

Midnight followed behind Fluttershy as she led her back through the building until the two of them and the dog entered the adoption meeting room. Still confused she slipped inside and watched as Fluttershy directed Klaus into the middle of the room and told him to sit, next she removed the leash and collar from the dog and told him to stay. Instead of putting the two items away somewhere Fluttershy walked up to Midnight and fastened the collar to her neck, furious she was going to tell the woman off when she placed a finger to her lips and gave the doppelganger a playful wink. For some reason, this actually managed to calm Midnight down, and she nodded her understanding, satisfied Fluttershy placed the leach on the collar before giving it a little tug. Fluttershy snapped her fingers and pointed to the floor, directing the doppelganger to get on her hands and knees. Midnight did as was commanded and got on all fours, which resulted in a satisfied chuckle from the woman standing over her. Clapping her hands, Fluttershy called over Klaus, and the dog wasted no time in walking over to the back of Midnight, pressing his nose against her pussy. Without hesitation, the doppelganger reached behind her and ripped her G-sting off of her and threw it aside, now with nothing in his way Klaus began to eagerly lap at her exposed pussy. Though she had been fucked quite a lot the past few months, the feeling of the dog's tongue was undoubtedly a new experience, one she very much enjoyed. Each time Klaus ran his tongue over the doppelganger's pussy it would fold in on its self, pressing deeper then a human tongue would be able. Suddenly the dog stopped licking Midnight and jumped up on to her back, Wrapping his front paws around her waist Klaus began to thrust his hips. Annoyingly though each time, he tried to shove his cock inside of her, the dog missed his mark and would instead of entering her he would just poke her in the ass with his cock. Seeing her friend's annoyance Fluttershy kneeled down and grabbed hold of Klaus' cock and guided it to the right position, and with one final thrust finally entered the doppelganger. Without missing a beat Klaus began to furiously thrust in and out of Midnight, the likes of which could only be achieved by an animal. Taking a few steps back Fluttershy admired the scene in front of her, very quickly she felt her cock begin to harden and her panties became a little too tight, making a decision she walked in front of Midnight and removed her clothes. When Midnight didn;y notice Fluttershy tugged on the leash in her hands catching her attention. Looking up from the floor the doppelganger finally noticed the cock right in front of her face, with no words needed Midnight opened her mouth and wrapped her lips around the phallus, and allowing the motion from Klaus' thrusts to assist her.

"What a good girl you are. I didn't even need to give you a command," Fluttershy said while patting the doppelganger's head like she was another dog. Annoyed at this Midnight tried to remove the vet's cock from her mouth to tell her off but instead, Fluttershy grabbed the back of her head. "No, no that's no good, and you were doing so good too. Now I'm going to have to punish you." The tome of Fluttershy's voice didn't bode well, and suddenly Midnight's head was pushed forward and deeper on to Fluttershy's cock. The doppelganger's head was held in place, and the vet enjoyed the feeling of her friend's throat while Midnight had to fight against her gag reflex. Finding it harder and harder to breathe by the second she felt tears begin to form in her eyes and she began to beat her hand against Fluttershy's leg. Feeling generous the animal lover removed her cock from her friend's mouth allowing her time to breathe, coughing heavily Midnight tried to catch her breath, but the wild thrusts from Klaus made it a little difficult, and she was only able to take shallow breaths between her moans. All the while Fluttershy loomed over the two waiting for Midnight to finally catch her breath so she could continue, and as soon as the doppelganger's breathing steadied Fluttershy grabbed the side of her head and shoved her cock back into Midnight's mouth. Frustrated by this treatment she looked up and glared at the woman currently fucking her face and very nearly bit her cock out off anger, but thankfully managed to keep her composure, reminding herself that it would be tough to explain to the others what happened. As her anger cooled Midnight felt Klaus begin to thrust faster and harder she knew that the dog was quickly reaching his limit, looking up at Fluttershy she could see that she to knew the end was near. With one final hard thrust, Klaus managed to shove his knot into Midnight, causing the woman to cry out in pain from how much it stretched her, Looking down at the doppelganger Fluttershy gave her a sheepish smile, "Whoops, I forgot to make sure he didn't do that." Looking back up at the woman Midnight gave her a dirty look. Soon Midnight's attention was drawn back to Klaus as each time he came his cock would puls, and his knot would swell a little more, eliciting groans of discomfort from the doppelganger. Finally, Fluttershy reached her limit as well and came inside of Midnight's mouth with nary a warning and catching her off guard, nearly choking the woman in the process. Removing her cock from Midnight's mouth, Fluttershy walked over to a couch and sat down to watch her friends be bred by a dog, all the while Klaus had finished his climax and was turning around so that he and Midnight were facing away from each other.

On her hands and knees, and waiting for Klaus's knot to shrink, Midnight lost track of how long she had been tied to the animal, though she was sure it wasn't as long as it felt it was. Turning her head, she asked Fluttershy how long it had been, and the vet told her it had been about a half hour since she was tied to Klaus, and that it wouldn't be that much longer. Another five Minutes later Midnight could feel the Knot begin to shrink and Klaus starting to pull, with some effort Klaus managed to pull out of Midnight with a pop, leaving the doppelganger's pussy sore and her legs and arms numb. Finally, free Midnight shakily stood up, ignoring the tingling in her extremities she stretched and looked over to where Fluttershy was sitting, but instead of seeing the woman she only saw an empty couch. Looking around she found Fluttershy standing in the middle of the room facing away from where Klaus was currently sitting, as soon as Midnight noticed her Fluttershy got on her hand and knees just like the doppelganger was a few moments ago.

"Klaus, come here. I have something for you." Upon hearing his name, the German Shepard's ears perked up, and he began to look around the room. Seeing Fluttershy on her hands and knees Klaus got up and walked over to where she was, sniffing around the woman. Without command, Klaus hopped up onto Fluttershy's back and wrapped his paws around her waist for balance, just as he did with midnight. Almost instantly the dog began to thrust his hips in an attempt to find an entrance, though he just poked at Fluttershy's ass cheeks and even her own cock a few times. Reaching back the vet took hold of the dog's organ and effortlessly guided it towards the only hole she had as if she had done this a million times before. Once the organ was in the right position all it took was one more thrust from Klaus for his cock to enter Fluttershy's puckered hole with little resistance. Quite surprised Midnight expected cry of pain, but no such cry was heard. Instead, Fluttershy released a satisfied sigh, Amused the doppelganger walked in front of Fluttershy and crouched down so that she was eye level with the woman as best as she could be.

"So, it seems I'm not the only one that likes to be fucked in the ass." Not paying any attention other than to Kaus Fluttershy let out a startled squeak when she heard Midnight's voice, Looking up she only now notice that Midnight was right in front of her. Even though not that long ago she was fack fucking the woman in front of her while Klaus pounded away from the other end, Fluttershy's face began to heat up from embarrassment, and she looked away, "Why are you turning away? There's nothing to be ashamed about, all I was doing was making an observation." Realizing that her friend was right and she was being silly Fluttershy looked back up. That was when she noticed the puddle forming between Midnight's feet.

"Twilight how could you, your wasting it!" Fluttershy cried out angrily, catching the doppelganger off guard. Confused she looked where the woman was staring, and no matter how hard she tried she couldn't understand why she was angry. Before Midnight could say anything the unusually aggressive Fluttershy had already grabbed her legs and pulled her closer. Wasting no time Fluttershy buried her face in between the doppelgangers thighs and hungrily lapped at her "friend's" pussy, looking to get as much of Klaus' seed as she could. Just like it was with Midnight each thrust from Klaus pushed Fluttershy slightly forward, shoving her head even further between the doppelganger's thighs and allowing her tongue to reach just a little further. When she was certain that she managed to get all of Klaus' seed Fluttershy lightly pushed on her "friend's" chest until she got onto her back. Having an idea of what the veterinarian had in mind Midnight shuffled herself under Fluttershy until they were both face to face and opened her mouth a wide as she could. Slowly Fluttershy opened her mouth and stuck out her tongue, allowing the cum in her mouth to freely flow from hers and onto Midnight's awaiting tongue. Just before the last drop left Fluttershy's mouth she closed the distance an pressed her lips to her "Friend's," shoving her tongue inside the two women began to play with Klaus' seed while fighting for dominance. For a good five minutes, the two women continued to play with the cum in their mouths, only briefly separating for a quick gasp for air before pressing their lips together again. Once she was satisfied Fluttershy pulled her lips away from Midnight and nodded to her when she looked at the vet, looking for confirmation. Smiling Midnight swallowed Klaus' seed with an audible and exaggerated gulp, opening her mouth she stuck out her tongue and showed Fluttershy that her mouth was empty. Satisfied with the doppelgangers action, she began to pet her head as if she was one of the animals in the shelter, "That's a good girl." Annoyed at Fluttershy treating her like she was some pet the doppelganger wanted to get up and show her who was in charge, but the continued retting seemed to take all the fight out of midnight, she stayed put and began to actually enjoy the attention. All of a sudden Klaus sped up, completely taking Fluttershy's attention away from the doppelganger and causing her to give off a surprised squeak, having somehow forgotten he was there. With his instincts kicking in Klaus continued to furiously thrust into the woman with the full intention of impregnating her, knowing full well what the dog had in mind Fluttershy reached back and gently wrapped her index finger and thumb around Klaus' cock. Upon feeling his knot denied entry, the dog let out a dissatisfied whine but continued to thrust none the less. With one final thrust, Klaus reached his climax and his cock erupted into Fluttershy's ass and even though he came inside of Midnight not all that long ago the volume of cum hadn't decreased all that much. As soon as the dog was finished cumming and filling Fluttershy, he lifted his leg and turned, so he was end to end with the woman and pulled. When his cock slipped out without any resistance, Klaus turned his head and stared at Fluttershy for a few seconds before walking a way to go and clean himself.

Noticing that Klaus had finished Midnight believed they were done and tried to crawl out from under Fluttershy to stand up, but before she could, she was stopped and held in place by the woman. Quickly losing her patience with the woman the doppelganger looked up viciously glared at her, though Fluttershy paid it no mind and plunged her cock into Midnight, not even asking for any kind of permission. With an almost animal-like vigour, Fluttershy thrust into the doppelganger, the same primal desire to impregnate the woman guiding her just as it did with Klaus. While usually, Midnight would be perfectly happy to just lay there and allow herself to feel the pleasure of being taken, but the sheer lack of respect and unbelievable amount arrogance the vet displayed left the doppelganger with a short fuse. Laying her hand's flatly on the floor Midnight pushed up and threw the other woman onto her back with a heavy thud, knocking the wind from Fluttershy and reversing their positions.

"Now it's my turn to be in charge!" Midnight said as she began to bounce on top of her "friend" with reckless abandon, uncaring of whether or not she might hurt the woman underneath her. Much to the doppelgangers surprise, Fluttershy didn't voice any sort of complaint and instead grabbed hold of her waist to assist Midnight in impaling herself on the veterinarian's cock, her hands roaming all over her lower half. Upon reaching the doppelgangers ass, Fluttershy gave it a playful pinch and a firm slap which elicited a satisfied moan from Midnight. As she continued to bounce Midnight could feel her more sadistic tendencies start to take over, leaning forward she made it look like she was going to kiss Fluttershy. When the veterinarian leaned forward to kiss the doppelganger back, that was when she took her chance and sunk her teeth into one of Fluttershy's shoulders. Continuing to sink her teeth into the shoulder Midnight ignored Fluttershy's cries for her to stop; Instead, she heard them as encouragement to continue biting down until she drew blood. Removing her teeth from the woman's shoulder Midnight leaned back and looked at her handy work with a smile on her lips. Confused and upset Fluttershy opened her mouth to ask her "friend" why she just did that, but as soon as she did Midnight closed the distance in an instant and pressed their lips together in a passion filled kiss. The veterinarian tried to enjoy the kiss but the strong tase of copper brought her back to reality and reminded her of what Midnight had just done. When they finally broke apart, Fluttershy looked up at her "friend" with a look that asked only one thing, why? "Just a way to remind you of your place." Before Fluttershy could make a comment the doppelganger lovingly ran a hand across the veterinarian's face, activating her magic and slightly rewriting her brain chemistry so she wouldn't question anything she said. With that out of the way, Midnight pulled her hand back and waited for her magic to take effect, slowly but surely the upset and hurt look on the vet's face faded away and was replaced with one of acceptance and unrestrained lust. Grabbing hold of the doppelgangers ass Fluttershy gave it a firm squeeze before lifting her up and slamming her back down on her cock, managing to elicit a surprised moan from the doppelganger. Over and over again the veterinarian slammed the doppelganger onto her cock with reckless abandon and causing the woman to throw her head back and scream from the pleasure she was receiving. Feeling herself reaching her limit Fluttershy brought the doppelganger down one last time, burying herself deep inside of her "friend" before releasing her seed. While Fluttershy continued to cum inside of her, Midnight's mouth hung open in a silent scream, unable to understand why she was feeling so much pleasure from so little. As this continued, the doppelganger could feel Twilight pushing against the threshold of her psyche in an attempt to retake control of her body, thankfully for her though Fluttershy was coming down from her climax allowing the doppelganger to regain her composure and push Twilight to the back of her mind again.

...

Sometime later the two women cleaned the room and finished their shifts. Placing Klaus back in the kennel Fluttershy gave the canine an affectionate kiss on the nose before placing him back into the cage. Standing up she turned to face her "friend" and wrapped her arm around her neck before giving her a passionate kiss.

"Thak you for coming with me, Twilight I had more fun than I usually do by myself." Midnight enthusiastically returned the kiss and gave the vet's ass a firm squeeze as well.

"Don't mention it, besides you weren't the only one who had fun," midnight said with a suggestive wiggle of her brow, which resulted in a strong blush from Fluttershy.

Not long after the two women put Klaus back in the kennel, their shift ended the two of them exited the building and locked up before parting ways with one final kiss. Midnight stayed standing in front of the clinic and waited until Fluttershy was out of sight before turning around to head home herself, but just as she was about to start walking a sudden chill down her spine stopped her, and a feeling of being watched washed over the woman. Quickly spinning around Midnight hoped she would catch whoever was watching her off guard. However, the street behind her was utterly devoid of a single soul. Seeing no one Midnight shrugged her shoulders and just chalked it up to her being paranoid before turning back in the direction of her home and began walking. She didn't get far though as the feeling of being watched returned almost as soon as she turned around, now annoyed and angry Midnight craned her neck to look back being her self and glare down the street.

"Alright, whoever the joker is I'm going to give you five seconds to come out from hiding. Otherwise, I'll level this entire block to find you!" Midnight waited for the full five seconds, and when no one came out of hiding, she let out a frustrated sigh. "Alright, it's your funeral!" Slowly Midnight began to build up a ball of magic that would destroy the surrounding city block when a cat flew out of one of the alleyways, causing the doppelganger to jump and lose her concentration. Already tired with all of this nonsense Midnight released one final sigh before once again walking down the street and heading home.

Sunset hugged close to the wall, her breath caught in her chest as she listened to Midnight walk down the street. When she was sure the doppelganger wouldn't be able to hear her, she let out a long and shaky breath. Cautiously she poked her head out of the alleyway and looked up and down the street to see if Midnight was still in sight, no longer seeing her around Sunset slowly walked out of the alley and placed a hand against her chest to calm her beating heart. Alright, now I'm entirely sure that wasn't Twilight, especially considering what I saw her do to Fluttershy inside of the clinic. Now I just need to figure out how to convince the others I'm right. Sunset thought to herself before she turned ran back home as fast as she could.