Sci-Twi's lessons in "friendship"

by evileye121

Rating: mature
Tags: Twilight Sparkle (EqG), Slice of Life, Midnight Sparkle, Drama, Romance, Equestria Girls, Sex, Sunset Shimmer, Main 7 (EqG)
Length: 65235

Twilight Sparkle is having some trouble with her friends! Not only that but Midnight is back what ever shall she do?

Twilight's first slumber party didn't go as planned and due to her own misunderstanding's her faith in her friends has been shaken, not only that but due to the rift Midnight Sparkle is now tormenting the poor girl again only this time it's not so simple to seal her away again.

This story is lightly inspired by the first chapter of Everybody's best Friend is Twilight Sparkle and the events of that first chapter get referenced occasionally other than that nothing else.

fetishes included are:Futa on Female, Anal, female domination, Spanking, food play and light sploshing, Bestiality, and Exhibitionism.

Published 2017-11-07 15:50:11 UTC
Last updated 2019-07-21 14:05:40 UTC

Chapter Two: Confessions And Truth

Four days have passed since Sunset, and the five remaining friends confronted Twilight at the bus stop, and for the most point things have gone back to normal, yet Sunset couldn't shake the feeling that Twilight was still hiding something and it was beginning to worry her. Several attempts were made to get Twilight to come clean, but all failed as she just ensured that she was fine. For Sunset Monday classes in the morning were always the most tiring, as none of her friend's shared the same ones, which just made her long for an end to the mundanities of the day so when the lunch bell rang she shot out if the classroom. Practically sprinting through the hall dodging passing students, avoiding opening doors and locker Sunset finally reached her destination. Exiting the front doors of the school, she was sure to be the first one out, but to her surprise, the others were already gathered around the wonder colt statue all except for Twilight. Walking up to her friends Sunset looked around hoping to see Twilight coming when she didn't the turned her head to address her friends.

"Hey has anyone seen Twilight at all?" All at once the five shook their heads. getting worried Sunset began to chew on her bottom lip, "Was she not in class?" This time Only Rarity and Applejack who shared history with Twilight shook their heads, seeing the worry on Sunset's face Rarity replied.

"Oh don't worry darling I'm sure Twilight just has herself preoccupied with a good book." Hearing Rarity's reply Sunset slapped her forehead and thought to herself of course how could I forget, with that thought out of the way Sunset excused herself and returned inside.

Walking back through the hall Sunset mentally reprimanded herself how in the world could I forget that whenever she's upset with something Twilight's go-to spot is the library. Pushing open the door Sunset stepped into the library and took a moment to scan the room looking for Twilight; it didn't take long though as on the other side of the room eas a massive stack of books. Making her way over Sunset noticed it wasn't just a Stack it was a Fort, now really concerned she quickened her pace. Sunset Stopped next to her friend who due to being Preoccupied with her book didn't notice her let her presence be known.

"Hey Twi what's wrong?" Startled by the sudden voice Twilight jumped in her chair and dropped her book, annoyed she turned to the source so she could tell them off but stopped when she realized who it was.

"Oh Sunset you startled me, what can I do for you?" Rubbing the back of her head Sunset Gave Twilight a sheepish grin before responding.

"Yeah sorry about that, so anyways are you going to tell me what's wrong?" Any joy Twilight felt from seeing her friend washed away, Laughing nervously Twilight responded.

"Wrong, nothings Wrong how could anything be wrong? Why would you ask such a ridiculous question?" Her smile fading Sunset pulled out the chair next to Twilight and sat down placing her hand on Twilight's shoulder reassuringly and said.

"Twi you aren't Fooling anyone: first of all your not a very good liar, you have a Terrible poker face, and lastly whenever you're upset you construct a book fort." stopping her self for a moment to allow her smile to return a little she added, "Honestly it quite adorable." Glaring a little Twilight responded.

"I don't construct book..." she trailed off as she saw Sunset raise an eyebrow, looking around her Twilight noticed that indeed did she build a fort of books. Blushing slightly Twilight pressed her face back into her book before saying, "Ok, ok so I construct book forts I did that as a kid for fun what so it." Once again Sunset's smile faded, and she leaned towards Twilight Twars threatening to break the surface.

"Twilight please tell me what's bothering you? if it was something that I did, I need to know." Huffing in annoyance at Sunset's insistence Twilight once again tore herself away from her book to tell off her friend, but couldn't do so as she could see the tears in Sunset's eyes. Bowing her head slightly Twilight let out a heavy sigh and turned her body to address her concerned friend Properly.

"No, it's not something you or any of the others did, the one I'm upset with is myself." Taking a breath Twilight could see the shock on Sunset's face, Releasing the breath she continued, "The problem is that after the 'cock party' as Pinkie so eloquently put it, I went home and did some research. finding nothing of real relevance I began to think and after I came to my conclusion you all didn't care for me Midnight Sparkle returned and ever since I Can hear her thought's, constantly taunting me and trying to convince me to turn evil again and I'm not sure if I can resist forever!" Hearing her friend's response, Sunset just sat there staring at Twilight blankly for a moment not sure as for how to respond. Several more seconds passed before Sunset shook her head and replied finally regaining her composure.

"Well, that is not what I expected at all." Turning her head away from Twilight's Sunset placed her chin on top of her fist thinking deeply. Removing it from her fist, she turned back to Twilight.

"Perhaps we should collect the rest of our friends I mean seven heads are better than two right?" At Sunset's suggestion, Twilight nodded and followed her friend out of the library.

Knowing that the front of the school wasn't the best place for an emotion-heavy heart to heart the seven relocated to the sports field hoping that it would have only a few students if not devoid of people. Thankfully for them, the area was deserted allowing for no interruptions if thing turned ugly, Walking up to the bleachers Twilight thought to herself alright here it is the moment of truth and the time to come clean. Reaching the bleaches, Twilight turned around and was about to explain everything but froze in place when she saw her friend's expectant faces, at Twilight's lack of explanation the five looked at each other wondering what was wrong before Applejack spoke up.

"Uh, Twi weren't ya supposed to tell us something?" Still unable to form a coherent thought Twilight stumbled over her words until Sunset rested a hand on her shoulder and gave Twilight a reassuring smile, seeing her friends smile Twilight drew and let out a breath calming her self in the process.

"Yes, Applejack I do have something to tell you." Taking another breath Twilight continued. "as you all know since last Wednesday, I avoided you all dut to a misunderstanding I had made." About to continue Twilight was interrupted when Rainbow interjected with a question.

"Hey, I thought we made up and dealt with that already?" crossing her arms as she asked her question. Sighing Twilight sat down on the bleachers and hung her head for a second before raising it back up to address her friends.

"yes we did but other than Sunset finding out just a little while ago none of you know the full story." Looking to her friends they opened their mouths to interject all except for Pinkie who just wore a massive grin. Being that this was a supposed to be a serious moment that even Pinkie should have taken seriously Twilight couldn't fathom why she was grinning like that. Shaking her head to clear her thoughts she raised her hand to prevent her friend's questions, "Please girls let me finish, now the real problem is that due to that misunderstanding I allowed Midnight Sparkle and avenue to return." Pinkie's smile disappeared, her face contorting in concentration before she slammed her fist into an open palm and Yelled.

"Aha, I knew something was wrong the other Friday, all I did was try to make you smile by surprising you, but instead you just yelled at me, now I know it wasn't you but was that mean old monster inside of you." Hearing Pinkie's response Twilight slumped her shoulder and hung her head staring at her feet shifting uncomfortably which in turn caused the others to glare at their pink friend. Not being able to understand why her friends were glaring at her Pinkie just asked, "What?" Shaking her head Rarity turned back to Twilight.

"Now, darling why don't you tell us how she returned I thought we got rid of that ruffian when we got the geodes?" Rarity asked hoping that her friend would have the answer, lifting her head. Twilight looked to the left and nodded to Sunset who Just smiled and moved in front of Twilight to answer the question.

"I can answer that you see-" she didn't get very far as the bell to signify the end of lunch rang, "Damn it, looks like we'll have to continue this later." Sunset turned her head to address Twilight, "After school, your house?" Twilight nodded, and the friends returned inside, returning to the regularity of life.

...

Classes ended, and the friends met in front of the school and headed to Twilight's house together. The walk to Twilight's home was made in silence none of them feeling the urge to start a conversation, stepping in front of the door Twilight unlocked it and beckoned her friends to enter. Once her friends were inside Twilight followed and locked the door once it was closed and heard spike run down the hall. Upon seeing the six other women, Spike skidded to a stop and growled at them, not being surprised at the dog's response Twilight sighed before reprimanding him.

"Spike that's enough! I already told you that the girls and I have made up and are no longer fighting!" Hearing the authority in her voice, Spike shrunk and pinned his ears behind his head

Sorry, Twi it's just that o don' want them to hurt you again." Spike made sure to lace his voice as much hurt as he could, sighing Twilight bent down to pick up Spike and began scratching behind his ears feeling bad for him.

"I know you do, Spike but there is nothing for you to be worried about, most of the initial issues have been dealt with, and we're just going to discuss a solution to a little problem." Calming down a little Spike just glared at the other women.

"Alright, Twi but I'm going to be keeping an eye on them though." He said while glaring daggers at them. Now with that out of the way Twilight just chucked and beckoned for her friends to follow her upstairs. Spike's assurance of keeping an eye on Twilight's friends was quickly short-lived as he was currently sitting in Fluttershy's lap having his ears lavished with attention. Laughing Twilight turned to Sunset and pat the spot on the bed next to her which Sunset accepted, once she sat down Sunset began to explain what she was going to earlier before getting cut off.

"Okay as I was saying earlier when Twilight was avoiding us, and she snapped at Pinkie I wrote to the Twilight in Equestria hoping that she could give some insight on the situation, she didn't have any concrete theories but did tell me to keep an eye out for Midnight's return." Sunset paused knowing someone was going to interrupt and Rainbow Dash did not disappoint.

"What in the hell does this have to do with what we're dealing with, so What if that egghead predicted this it still doesn't explain anything." Smiling at her friend's predictable nature, Sunset continued.

"I was getting to that. Once Twilight told me earlier that Midnight returned I wrote to Princess Twilight asking her why she wasn't destroyed, and the response she gave wasn't the greatest." Bending over and resting her elbows on her legs let out a deep breath, "The response she gave me is that abusing magic like I and Twilight did Scars the soul creating our evil counterparts, the real problem comes from the fact that no matter what we do we won't be able to destroy her fully!" At the utterance of that statement, a collective gasp filled the room, " Yes Midnight Sparkle will continue to torment Twilight just as my demon form will continue to torment me, but there is some good news the power of friendship will suppress the evil within and cause it to lie dormant." Smiles began to form on the five remaining women's faces but was soon replaced with a frown realizing the problem, "yes that is the problem due to the past two weeks Twilight was hurt to music for a simple apology to suppress the evil within her!" Sunset confirmed, the melancholy clear on her face. Not being able to stand seeing her friends upset because of her Twilight interjected attempting to cheer them up.

"Don't worry girls if we all work together I'm sure that we will come up with a way to strengthen our friendship." Hearing the words strengthen friendship Pinkie stood up and started bouncing around with a smile on her face larger than any other that has been there.

"Oh, oh, oh I know, Iknow what we can do, if all we need to do is strengthen our friendship why don't we do it the way we did it before with the rest of us?" Knowing where Pinkie was going with this Fluttershy, Rarity Applejack and Rainbow Dash looked at one another with expectant grins as Just as Pinkie continued, "We should all have sex with Twilight!" Hearing the utterance of that sentence Twilight began to tremble dark thoughts running through her mind. Seeing her friend start to shake Sunset wrapped her arms around Twilight's shoulders attempting to calm her down.

"Uh, girls I don't think that is going to work this time?" Turning her head to face Sunset Rarity asked.

"What do you mean, of course, it will work..." she trailed off seeing Sunset hugging Twilight close and gasped, standing up she moved over to the other side of Twilight and did the same as Sunset saying "shh it's alright dear no one is going to hut you." Soon Twilight was surrounded by her friends all attempting to calm her down, calming down Twilight let out the breath she didn't realize she was holding. Taking a moment, longer Twilight had finally calmed down, and Rarity leaned forward to look into her friend's face asking, "Better darling?" Twilight nodded and sat up straight as the others returned to their previous spots on the floor except for spike who refused to move from her lap.

"I'm sorry girls I don't know what came over me; when Pinkie suggested you all have sex with me it caused me, I thought, I don't know. All I know is that sex is off the table, for now, sorry Pinkie." pinkie just shrugged not letting it bother her, getting down to brass tacks the group spent the next half an hour discussing ways to strengthen their friendship without sex being involved. After that half an hour they came up with the idea that one at a time they would go on a series of dates with Twilight, the thought was that it would allow Twilight to experience their best traits without bias from the other; with one collective nod that was the plan. Once the plan was in place six out of seven began to discuss something else of importance, at least to them. Twilight just sat on the bed her face a deep shade of indigo as her friends discussed, hypothetically who would get to take twilight's virginity if they did have sex. Not being able to stand this any more Twilight decided to put a stop to this.

"Girls this argument is completely inappropriate, besides none of you would be able to take it; it's not there." Six sets of eyes flung around in shock resting squarely on Twilight, feeling even more awkward she decided to clarify "what I mean is that strictly and scientifically virginity is determined by having a hymen right? Well, mine's gone, I decided that after some research to remove it myself. Looking back to one another in disbelief and started laughing hysterically followed by Twilight herself.

Chapter Three: Sunset's Redemption

Twilight awoke, Thankfully not feeling off in any way, sitting up Twilight raised her arms above her head; stretching and looked around the room stopping when she noticed Sunset on the bed with her. Feeling herself begin to panic Twilight stopped herself when she saw that Sunset wasn't naked and the rest of her friends were sprawled out on the floor. Relaxing Twilight let out a sigh of relief, slowly and carefully standing as not to wake Sunset, Twilight examined the room taking note of her friends on the floor. Rarity was sleeping on her back entirely still the only indication she wasn't dead was the light rise and fall of her chest. Fluttershy was curled in a ball on her side clutching Spike to her chest like a teddy bear. Rainbow Dash and Applejack were both sprawled out on top of one another, occasionally kicking each other in the face when they twitched in their sleep. Chuckling to herself Twilight slowly and Carefully made her way out the room; down the stairs and into the kitchen.

Slowly waking Sunset felt a cold breeze chill her to the bone, Shivering she opened her eyes to see where the blanket had gone but instead shot up realizing that it wasn't her room and that she was in Twilight's bed. Looking around she couldn't see Twilight anywhere and began to dread the event's of the slumber party two weeks ago repeated, in Twilight's own house no less as she was about to yell at her remaining friends to get up and search for Twilight when she recognized the smell of pancakes. Sliding out of bed and unconcerned for her sleeping friends Sunset exited the room and headed to the kitchen, rounding the corner Sunset took notice of Twilight standing in front of the stove humming a tune to herself. Hearing her friend enter the kitchen Twilight turned around and smiled.

"Good morning, Sunset how many pancakes would you like?" Sitting at the table in the middle of the room Sunset smiled and replied.

"Two should be fine." Nodding Twilight returned her attention to the stove and poured the batter into the pan resuming her humming in the process.

"Two pancakes coming right up!" Not soon after had Twilight finished the first pancake did the rest of her friends come into the kitchen. Once she had finished cooking the second pancake Twilight handed it to Sunset and watched as her friends took her first tentative bites, the pancake touched Sunset's tongue and the surprise of how good it was caused her to gasp at the tantalizing taste. Slicing another large piece of the pancake and devouring it she let out a slight moan. Putting down the knife and fork Sunset looked up at Twilight who had the biggest grin of her life on her face.

"Twilight this is amazing! I've never had pancakes this good before, how did you do it?" Twilight still smiling raised her hand and began to wag her finger in front of her face.

"sorry won't tell it's a family secret, my mother would kill me if she found out I told someone the recipe." shrugging Sunset returned her attention to the remaining pancakes on her plate. Seeing their friend's bliss filled expression as she ate her meal, sitting down at the table they told Twilight what portion they wanted who obliged without complaint. Finishing their breakfast the seven girls began to hash out the specifics of the plan they come up with last night, through constant backs and forths the seven managed to settle upon a decision. For their agreement, Twilight would be taken out on a date in the order of Sunset, Rainbow Dash, Rarity, Pinkie Pie, Fluttershy and then last Applejck. After finishing their breakfast the seven friends having remembered that it was still a school day said their goodbyes and five friends left Twilight's home, except for Sunset who stayed behind to talk privately with Twilight. Closing the door Twilight felt a hand on her shoulder, Tunning her head Twilight smiled at her friend and asked.

"What's wrong, Sunset why didn't you go with the rest of the girls?" Sunset removed her hand and began to nervously twiddle her thumbs, several seconds of fidgeting passed before Sunset finally answered her friend.

"I know that we just settled on a plan and schedule, but I was wondering if we could go on our date sooner than later?" Upon hearing Sunset's request twilight couldn't help but grin, seeing her friend's smile sunset quickly scrambled to explain herself, "what I mean to say is I think we should attempt to seal Midnight away as soon as possible, the last thing I want is to lose my friend to that monster!" The grin fading a little Twilight gripped Sunset's hand's and gave her friend a reassuring smile.

"It's okay, Sunset in know what you meant; I also think that it is a good idea to get this done as fast as possible." feeling a sense of relief wash over her Sunset let out a sigh and returned her friend's smile letting herself relax a little. Now that Sunset had settled Twilight led her to the living room and beckoned her to sit, once her friend seated herself Twilight joined her on the couch.

"So what should we do for the date and at what time?" Sunset bent forward slightly and rested her chin on her fist contemplating what they should do. In complete silence Twilight just watched as her friend's face contorted, as idea after idea and every possible option were passing through her mind, as the seconds ticked by Twilight couldn't help but allow herself to get lost in thought. I wonder if this was a good idea, I mean what if I fall for one of my friends wouldn't that complicate things with the plan? What if one of the others has feelings for me and I'm unable to return the feeling it could undo everything we are trying to do! Twilight was brought out of her train of thought when she realized Sunset was trying to get her attention.

"Twi earth to Twi, are you in there?" Shaking her head Twilight cleared all unnecessary thoughts and turned her attention to Sunset.

"Sorry about that, did you come up with something? Is it cool and awesome?" Sunset just chuckled and smiled.

"I think that's more Dash's territory than mine, no What I thought would be best is to do whatever it is that you want to do." Not expecting this to be the answer at all Twilight just stared at Sunset in shock for a while before regaining her composure. Now it was Sunset's turn to stare at Twilight as she began to think of what she would like to do on a date, several ideas came to mind, but Twilight was unsure as to whether Sunset would enjoy them as much as she would. Finally, after exhausting all potential ideas, Twilight returned her attention to Sunset and asked.

"Are you sure whatever I want is fine? I don't want you to be bored for my sake." Sunset smiled and lightly shook her head before resting her hand reassuringly on Twilight's leg.

"Twi don't worry about it were doing this for you so it's only logical that we would do things that you like to do, besides I can probably guess whatever you choose is going to be intellectual in nature." Smiling sheepishly Twilight gave Sunset a playful punch on the shoulder.

"You never know perhaps I would suggest we go to a club and party till we drop!" Sunset simply raised her eyebrow and Twilight blushed, "Well I mean it could happen, but to return to the issue at hand I'm not sure what we should do perhaps I'll come up with something later in the week?" Sunset nodded at her response and got up off the couch and headed to the door with Twilight in tow.

"Alright, Twilight once we have what we will do I think we should go on the weekend." Opening the door Twilight nodded and saw Sunset out waving the entire time, closing the door she smiled to herself before walking up to her room.

...

For Twilight Sparkle and Sunset Shimmer, the remainder of the week couldn't pass faster, even though the date was merely to strengthen something that was already there they were still both excited. Tuesday and Wednesday passed with nothing of note happening to the pair except for the constant teasing by Rainbow. Thursday arrived, and Twilight was still uncertain as to what she and Sunset should do, with her mind preoccupied Twilight didn't even notice Cheerilee calling her name and walking in front of her desk. Very suddenly Cheerilee slammed the textbook in her hand on the desk snapping Twilight out of her thoughts, startled Twilight jumped in her seat and practically squeaked in surprise, looking up she finally took notice of her teacher's disapproving stare.

"Miss, Sparkle if you have time to daydream then you must already know the answer to the problem right? Why don't you then enlighten us with the answer if you please." Upon hearing Cheeriliee's demand for an answer Twilight hung her head low knowing that she had no answer or excuse she apologized.

"I'm sorry I don't know, I wasn't paying attention." Knowing full well what the student's response was going to be Cheerilee shook her head in disappointment

"For the past two weeks you have been paying less and less attention in class, you even scored lower on your last pop quiz. Honestly, It got so bad that I'm beginning to think principle Celestia might need to get involved!" Hearing that Celestia might get involved Twilight shrunk down trying to look as tiny as possible, whispers and murmurs spread across the classroom causing Twilight to shrink down even further. Cheerilee glared at the rest of the class quickly shutting them up, sighing Cherrilee returned her attention to Twilight and seeing how small she was trying to look slightly shook her head.

"Alright miss, Sparkle please head down to the principle's office, Celestia should be able to help you." Standing up Twilight nodded and headed out of the classroom. Even before she had left the room the whispers started again; honestly, at this point, it didn't surprise Twilight at all by now it was a known fact that she and her friends were at some point fighting. No matter how she tried Twilight couldn't calm herself; even knowing that she wasn't being sent to Celestia's office as a punishment she didn't want to involve the principle in such a trivial matter. Fortunately or unfortunately for Twilight, it didn't take all that long for her to reach Celestia's office. On the one hand, no one could see her walk of shame even if they didn't know it was, but now she was faster than she wanted was standing in front of the principle's office shaking like a leaf the entire time. Knocking on the door Twilight stood there fidgeting in place for several moments and yet no answer came, unsure as to whether Celestia was even in her office Twilight knocked again. She was about to announce herself for the third time when Twilight finally heard Celestia call her in. Slowly opening the door Twilight peered into the room wondering why it took Celestia so long to answer, not noticing anything out of the ordinary Twilight fully entered the room seeing Celestia sitting in her chair with her back turned to Twilight. Walking up to the front of the desk she took a seat and waited for Celestia to address her.

"Now what is this I hear about you spacing out and falling behind, Twilight?" Spinning the chair around to fully address her student Celestia noticed the look of absolute dread on her student's face, Sighing Celestia relaxed and softened her tone, "It's alright, Twilight I'm not mad at you I just don't understand why the best student in the school is starting to fall behind?" Sitting up straight Twilight took a deep breath and held it for a second before releasing it allowing herself to calm her nerves. Finally, calm Twilight looked Celestia in the eyes and began to air her grievances to her.

"I'm sorry, principle Celestia It's just that I have been distracted for the past few weeks, you see me, and my friends had a little misunderstanding which caused me to break off my friendship with them. Also, we have the problem of Midnight Sparkle returning Thankfully we do have a plan to Get rid of her again; It's just that at the moment don't know what we are doing."Throughout the explanation, Celestia Didn't betray a hint of emotion or surprise at all, after what Twilight felt like was an eternity of silence Celestia simply smiled before replying.

"So it is a magic related issue somehow I knew it would be. "Hearing the principle's response Twilight began to shrink down into her seat until Celestia beckoned her to sit up straight again, "Don't worry my student I'm still not mad at you, It's not your fault that Midnight is a constant threat. "Feeling relieved Twilight let out a breath she didn't even realize she was holding, but soon tensed back up at Celestia's next line of questioning, "So what is this plan you were talking? about if it's something I can help with, I'd like to know. "Unsure of how to proceed Twilight just blurted out what they were planning.

"My friends and I are going to go on some dates, but the problem is that the first one of my friends I'm' going with, Sunset want's me to pick the location, but I don't know where I want to go? Besides, I don't just want only to choose a place where only I will enjoy myself I want both me and Sunset to enjoy ourselves. "Staring at the severe face Twilight was giving her Celestia tried to hold back a laugh, but it was impossible, and she burst out laughing, Hearing the principle burst out laughing like she did Twilight once again shrunk down feeling like she just unnecessarily embarrassed herself in front of Celestia. Upon seeing her student's discomfort, Celestia quickly regained her composure and cleared her throat explained her action.

"I'm sorry, Twilight I didn't mean to laugh like that, It's just you remind me of myself the first time I went on a date." Shocked at the response Twilight 's head shot up and stared at her principal who just smiled and nodded, "Yes It's true your not the only one who panics at the thought of going on a date and having to come up with what to do. "As Twilight continued to stare Celestia could practically see the thoughts running through her mind, raising her hand catching Twilight's attention Celestia continued, "Yes, Twilight even I have had the same problem as you, do you want to know what I did?" Simply nodding in confirmation Twilight sat in silence waiting with bated breath for Celestia to continue. Having her audience's rapt attention Celestia leaned back in her chair letting her answer hang for a moment before leaning forward again giving Twilight her answer, "All that needs to be done is you both choose one place where to go, besides I can assure you that Your's and Sunset's interests are quite similar and will align." Stunned Twilight blinked several times unable to grasp that the answer was so simple, After several minutes Twilight stood up and thanked Celestia for her advice and left the room.

As soon as the door was closed Celestia once again leaned back in her chair letting out a heavy sigh Ah the joys of youth enjoy it while it lasts Twilight, Celestia was brought out of her reverie by the sound of shuffling under her desk. Pushin her chair back Celestia looked under her desk and smiled.

"You did a good job at keeping silent little sister." On her knees, hunched over and with Celestia's panties in her mouth was vice principle Luna. Removing the panties from her mouth, Luna looked up at her sister and smiled in turn before resuming their bonding time.

...

Friday passed, and Saturday arrived, and Twilight was more nervous than she had ever been in her entire life. After her discussion with principle Celestia Twilight thought about what she had said and decided that the principle was right, and so on Friday talked with Sunset. Spending the entire lunch period on Friday Twilight and Sunset discussed the situation and decided one place from both of them as Celestia suggested. Saturday they would go to the local planetarium recommended by Twilight and on Sunday would be to Twilight's surprise a fair that had set up in the city.

Twilight stood in front of the planetarium waiting for Sunset to arrive, as she stood and watched people enter the planetarium Twilight couldn't help but become more and more nervous. why am I so worried, I mean sure I'm going on a date with one of my friends but It's all so Midnight Sparkle will be sealed away again, It's not like we're here for romantic reasons. Twilight was soon brought out of her thoughts when she heard Sunset calling her name, Turning to where the sound of her friend's voice was coming from Twilight felt her nervousness grow even more. Just like her Sunset wore her usual outfit deciding it best to not get to fancy, they would leave that up to Rarity. Walking up to her friend Sunset smiled panting a little bit.

"Have you been waiting long?" Shaking her head, Twilight Tried in vain to calm her rampant nerves, but no matter how hard she tried they wouldn't settle. Noticing her friend's discomfort Sunset wrapped herself around Twilight's arm causing her to jump a little and drawing some attention. Heavily blushing Twilight tried to remove her arm from her friend's grasp, but when she tried Sunset tightened her grip, "Oh no you don't you are not getting away from me that easily." Ignoring her friend's pouting Sunset lead her to the planetarium entrance, "So, Twi what's so special about this planetarium you made it sound like the best thing in the world?" At the utterance of the question, Twilight brightened instantly.

"What makes this planetarium special is that unlike others this one uses a more advanced projector." Feeling a little devilish Sunset rested her head on Twilight's shoulder causing the other woman to tense up and look around nervously. Unable to help herself Sunset started to giggle, Surprised by her friend's sudden onset of giggling Twilight looked at Sunset who in turn looked up at Twilight her giggling intensifying.

"And what pray tell is so funny?" Twilight asked readjusting her glasses causing Sunset to burst into laughter.

"Sorry, sorry I'm not laughing at you just the situation Is funny." Twilight just gave Sunset an incredulous look not sure as to her meaning. Seeing the look, she was getting Sunset released Twilight's arm to address her friend properly and to look her in the eye, "What I mean to say is that I never thought I would be the one on someone's arm and it would be the other way around." Letting herself relax a little Twilight couldn't help but giggle herself knowing full well what Sunset meant. Sunset retook her place on Twilight's arm, and they both continued to laugh all the way into the building, ignoring the looks they were getting.

Entering the planetarium Sunset stood in awe, being her first time here she hadn't realized how big it was. Examining her friend's expression Twilight couldn't help but have a big stupid grin on her face, breaking herself from her reverie Sunset noticed the smile on her date's face and grinned herself.

"Oh, what's with the big grin? you don't have something naughty in mind do you?" Slightly startled at Sunset's accusation Twilight removed her arm from her friend's grasp and began to wave her hands in front of her face.

"No, I don't why would you even ask besides what would we even do in the first place?" Her grin growing even larger Sunset leaned forward and whispered into Twilight's ear. Hearing Sunset's suggestion Twilight sputtered unable to speak and looked around frantically hoping that no one overheard them, all the while Sunset laughed hysterically. Finding some free seats, Sunset finally calmed down enough to talk properly.

"Sorry, that was just too funny. anyway, why did you have that big grin earlier?" Twilight huffed still annoyed at her date but soon calmed, turning to her partner she politely smiled before responding.

"I had a grin on my face because your sheer surprise and excitement at the size of the dome was just too infectious." Sunset eyed her date attempting to spot any betrayal of emotion that would let her ascertain whether Twilight was lying or not. When none were found Sunset smiled and leaned her head onto Twilight's shoulder letting out a sigh of contentment, Moving her head slightly to allow herself to look at Twilight's face.

"So what should I expect? Is it an educational thing or is it just a presentation of the stars and stuff?" Sunset asked pressing her head into the crook of Twilight's neck, uncertain of Sunset's actions Twilight once again became nervous, but she deterred not to let it show in the slightest. Giving the most reassuring smile, she could Twilight answered.

"Well most of the time It's educational, but this showing is simply for the presentation and to show the wonders of the cosmos." Seeing through her date's smile Sunset was about to confront her about it when the projector started up. Her attention torn away fromTwilight Sunset was once again in awe, just as Twilight had said the projector was more advanced whereas most Planetarium projectors displayed it on the surface of the dome this one seemed to project in every direction and at different distances. All around them the stars and planets moved past right in front of them giving the impression of them actually being there and able to touch the celestial bodies. Looking all around in awe both Sunset and Twilight's eyes stopped on each other and for the rest of the presentation couldn't pay attention except to each other.

...

Leaving the planetarium Sunset and Twilight both blushed heavily, having spent the entire presentation staring at each other. Neither of them sure of what to do just stood in front of the planetarium for several minutes before calming down and regaining their composure. Eyeing each other through the corners of their eyes both women waited for the other to make a move but after several more minutes neither made a move, so Sunset decided to move first.

"Hey I know It's still a little early, but do you want to go get some dinner?" Not knowing what the time was Twilight checked her phone and indeed it was still a little early, but what surprised her the most is how late it was. They both spent several hours staring into each other's eyes; no matter how hard she tried to, she just couldn't figure out what had come over them. Twilight was pulled out of her thoughts when she realized Sunset was talking again, "Besides having dinner will allow us also to discuss what just happened." Twilight just nodded before they headed off.

It didn't take the two long to find a suitable place to eat, both of them deciding on the tasty treat entered the building and were quickly seated which thankfully to their relief was towards the back. Sitting down on opposite sides of the table neither of them looked directly at each other, too embarrassed to do so. The entire wait for their food was silent, only when their orders arrived did the silence break. Several attempts to talk were made, but every time they interrupted each other in unison. After multiple attempts, they couldn't help themselves and started laughing, Drawing several onlookers the two women tried to curtail their laughter but each time was a failure. Wiping the tears from their eyes Sunset and Twilight calmed enough to allow speech, first one being Sunset.

"Why has this entire day been so god damn funny? Unable to give a reasonable answer to her friend's question Twilight just shrugged. Releasing a sigh Sunset looked Twilight in the eyes, "So about what happened at the planetarium. I think we should just pretend like it never happened for now, at least until we sort everything out." Not seeing any better option Twilight nodded, knowing full well what possible implications that situation brought with it.

"Yes, I think you are right. First and foremost sealing Midnight away should take precedence over anything else." This time it was Sunset's turn to nod in agreement. Without another word, the two friends ate their meals in silence. Having finished their meals, the two women paid for their meals and exited the building. Once again they spent more time than intended and now it was getting dark. Walking through the streets neither of the women dared to speak, each one nervously looking at the ground as they walked. Berley paying attention to where she was going Twilight bumped into a passerby and fall on her behind. Looking up Twilight was about to complain when she noted who it was that ran into her: her mother.

"Mom what are you doing here?" Twilight velvet just as surprised to see her daughter smiled.

"Oh what a surprise to see you. To answer your question I came I to the city to look for some resent's for your fathers birthday." seeing her daughter's confused look asked, "Didn't you get my text?" Concern evident in her voice, Now unconcerned for her aching rump Twilight shot up and gasped.

"I'm sorry mom there's just been so much going on lately that I completely forgot." Noticing her mother wasn't even paying attention. Twilight followed her mother's gaze. Seeing as it stopped on Sunset Twilight's face turned deep indigo, a fact that was not lost on Twilight velvet. Letting a grin form on the corner of her mouth Velvet knew something was going on.

"So are you going to introduce me to your friend, Twilight?" Allowing her blush to subside a little though still, noticeable Twilight began the introductions.

"Mom this is Sunset Shimmer one of my six friends; Sunset Shimmer this is my mom Twilight Velvet." Once Twilight finished Sunset and Velvet shook hands.mTaking a step back Twilight Velvet addressed her daughter and her friend.

"It's a pleasure to meet you Sunset Shimmer. Now if you don't mind me asking what are the two of you doing out this late?" Velvet asked allowing her grin to grow larger, finally noticing the grin Twilight glared at her mother; just as she was about to excuse themselves when Sunset hugged her arm.

"Oh that's easy, were out on a date." Completely caught off guard by Sunset's declaration Twilight sputtered and stammered trying to explain, but no matter how hard she tried nothing would come to mind. She could feel her knees going weak, the only thing preventing her from falling again was Sunset holding her up. Continuing to panic Twilight barely heard her mother bemoaning the fact Sunset was a woman.

"Your father and I always knew this would happen, but I was still hoping for grandchildren." Velvet said with a sigh. Knowing full well what sort of equipment Sunset had Twilight felt her blush return with renewed vigour. She was about to tell her mother to stop with the grandchildren thing when she stopped herself. Staring blankly at her mother Twilight couldn't help but interpret her mothers meaning in several different ways, but quickly stopped those thoughts knowing they lead nowhere good. Twilight looked down at her date hoping she would have some insight, so when she just shrugged Twilight took a deep breath to confront her mother.

"Mom, what did you mean by 'you and father knew'? Knew what exactly?" Surprised that her daughter even had to ask Twilight Velvet smiled and chuckled to herself.

"What I mean is that we both knew you'd end up dating a woman." Seeing her daughter's shocked expression Velvet walked up to her daughter and gave her a reassuring hug, "Oh don't be so upset dear I meant nothing by it. It's just that you never showed any interest in the opposite sex at all." Becoming even more shocked Twilight shook herself from her mothers embrace and looked her in the eye.

"Of course I didn't show interest in the opposite sex I was too preoccupied with learning! Not only that but I was also trying to get into Everton!" Now the conversation devolved into a back and forth of reasonings as Twilight tried to convince her mother she wasn't a lesbian. All the while Sunset stood off to the side watching the transaction trying her hardest to suppress her laughter, but to no avail. Breaking away from her argument Twilight glared at Sunset.

"What about this situation is so funny to you?" With her laughter, subsiding Sunset wiped the tears from her eyes and responded.

"You and your mother are what's so funny! Here you two are in the middle of the street arguing about whether you're a lesbian or not, and you don't even care about the attention your drawing." Blinking in surprise Twilight slowly looked around and indeed were they drawing a large amount of attention. Blushing heavily Twilight just wanted to crawl into a hole and die, noticing her reaction Sunset hugged her date causing her to blush even harder. Releasing Twilight from the hug Sunset looked her straight in the eyes, "Why don't you go with your mom and help her pick out a present for your father. besides, it will give you two time to talk."Confused Twilight looked from Sunset to her mother back to Sunset who in turn just nodded.

"Wouldn't that be rude? Even if it was your suggestion, I shouldn't just abandon you when we're on a date" Sunset just shrugged and smiled.

"Don't worry I'll be fine, Besides keeping finding a present for your father is more important. besides, we still have a date tomorrow." Not having any reason to disagree with her Twilight just nodded. Before anything else could be said, Twilight Velvet grabbed her daughters arm and began to drag her along, much too Twilight's protest. SmilignSunset turned and headed home.

...

Twilight reluctantly opened her eyes and stared at the ceiling not wanting to wake up. All throughout the night Twilight just couldn't fall asleep, everything from yesterday playing over and over in her head making her more and more nervous. Grumbling to herself Twilight decided to close her eyes and try to go back to sleep. She was just about to fall asleep when Spike burst in through the door practically whining about breakfast. Grumbling again Twilight rubbed the bridge of her nose, with an annoyed huff she got out of bed and headed to the kitchen. After getting Spike his breakfast Twilight made hers, all the nerdy woman had was a simple bowl of cereal. Though she was hungry Twilight was unable to eat, her nerves were wrung tight, and she quickly felt her hunger dissipate. Twilight's head hung over the bowl, her spoon clutched firmly in her hand, and Twilight could feel her stomach do summersaults. Almost as soon as she sat Twilight shot up and ran to the bathroom and hung over the toilet. Being torn from his breakfast by Twilight's distress Spike waited in front of the bathroom door; when the door opened, he jumped up into her arms. Regardless of the specks of vomit Spike licked her cheek hoping to cheer up Twilight. Spike's efforts did have some effect, and Twilight gave him a sincere smile, though it didn't last long as Twilight had a sneaking suspicion that the day wasn't going to go a planned.

Just as it was yesterday Twilight was once again waiting for Sunset to arrive. Thankfully the time alone gave Twilight more time to calm her nerves, one of these days she was going to have to sit down and have a serious talk with her parents. As she waited Twilight observed the people entering and leaving the fair, several of them were couples and so were the most observed. Twilight's observations didn't help though as everything she saw ere common knowledge, coincidentally when she finished her observations Sunset arrived. Stopping in front of the bench Twilight was sitting on Sunset bent over and placed her hands on her legs panting heavily.

"Sorry again, late twice in a row some date I am." She said through struggled breaths as Twilight shook her head.

"It's alright, Sunset no harm no foul." Noticing the sweat drops that had formed on her friend's forehead Twilight offered Subset her water, Here It's not much, but It's better then nothing right?" Taking the water bottle from Twilight Sunset briefly thanked her before practically downing the bottle in one go.

"Thanks, Twi that hit the spot. So what should we start with?" Placing her hands on her hips, Twilight gave her date an incredulous look.

"Oh no you don't this was your idea remember! You're not putting this on me this time." She said followed by a playful huff. With her plan foiled Sunset shrugged and lead her date further into the fairgrounds.

The fairgrounds were jam-packed, every which way you looked people were pushing and shoving their way through the mass of people. If it wasn't for Sunset Twilight was sure she would have gotten a little lost in the crowd, even with Sunset's firm grasp on her hand, Twilight nearly lost her, though every time she did Sunset shove everyone out of the way. All throughout the day did the two struggle to do anything, even the most simples of games require more effort than necessary. Honestly, It didn't help that the area the fair was set up in didn't allow for large amounts of space and the distance between the stalls was minuscule. Huffing in annoyance Twilight looked around trying to spot somewhere with fewer people but found none that was until she spotted a tunnel of love; against her better judgment Twilight began walking over to it pulling Sunset along. Once they stood in front of the tunnel of love Sunset turned her head to her date and raised an eyebrow.

"The tunnel of love? I mean I'm flattered you would want to go with me but why?" letting out a breath Twilight turned to Sunset.

"To be honest, Sunset I really don't want to go in there, but there are just too many people here, and it's driving me crazy!" Practically yelling it, Twilight quickly looked around to make sure she didn't draw too much attention. Fully understanding Sunset giggled and led her date on to the ride.

As they made their way down the tunnel of love Twilight was quite pleased with herself. Just as she predicted the ride was very cheap, so far it was only things one would typically associate with love, and nothing was of real substance. Sighing Twilight slumped in her seat hating the ride but absolutely enjoying the isolation and relative silence, to her left Sunset seemed to be the same. As much as she thought this ride was childish and juvenile Twilight couldn't help but feel that it was having an effect on her, throughout the ride, Twilight could feel her body flush with heat and each time she looked at Sunset her heart would skip a beat. When Sunset looked at her Twilight could tell that she could feel the same thing happening to her as well. The moment their eyes locked on to each other the two women leaned closer to one another, inch by inch they closed in not having a care for what they were about to do. Twilight could feel Sunset's breath, and she was sure Sunset could feel hers, they were both second away from connecting in a kiss when the sound of two voices brought them out of their trance.

"How did you two lover birds like our..."

"...Super special sweep you of your feet tunnel of love?" Flim and Flam said finishing of each other's sentences, their voices cutting through the scene like a chainsaw. Embarrassed like never before the two women quickly disembarked their boat and stared at the brothers in confusion. Being of a typically more rational mid Twilight was the first to recover and began to grill the two brothers.

"Okay, you two spill. what happened in there and how did you do it?" Both Flim and Flam eyed each other from the corner of their eyes and smiled.

"surely good lady don't you..."

"...Know a magician never reveals his tricks" They once again said finishing each other's sentence. Between the smile on their faces and what had just happened, it didn't take Twilight long to figure out what they had done.

"You two drugged us!" she screamed rage filling every fibre of her being. Absolutely appaled at this violation Twilight was about to fling the cowering brothers across the city when she felt a hand rest on her shoulder. Snapping her head to the side about to throw whoever was trying to stop her, but stopped when she realized that it was Sunset. Calming a little Twilight glared daggers at Flim and Flam before departing with Sunset.

...

After departing from the tunnel of love, the two women decided it was best to leave the fair entirely. Heading back to Twilight's home neither woman talked both too upset at what happened, as per usual Twilight was trying to rationalize what had happened. I can't believe those two! How can they do that to people? I mean from a business standpoint It's genius, use an airborne chemical that's non-harmful to get the desired results. Then when people exit they pretend the tunnels special and they get repeat business, but neither of them cares about the moral argument. Utterly oblivious to Sunset Twilight was only brought out of her thoughts when they reached her front door, Turning to her friend Twilight finally noticed her friend's downcast face.

"So that was interesting wasn't it?" Twilight said followed by a nervous chuckle to which Sunset absentmindedly nodded. Not fully knowing what she was doing or how to handle the situation and feeling a growing desire nervously asked.

"Sunset would you like to come in and help me with some 'extraneous' activities?" Shocked at the suggestion Sunset Stared at Twilight not sure as to where that came from. Blinking several times Sunset shook her head to clear her thoughts before addressing her friend's question.

"Sorry, Twilight but no!" Being a little too harsh and noticing the hurt expression on Twilight's face Sunset sight and began to clarify, "What I mean to say is not right now. I didn't take your feelings into account that night, and it almost caused us to lose you forever, and I feel like I need to redeem myself. Besides, you said no sex and even the fact you invited me I'm still going to abide by what you said." With that said Sunset lightly hugged Twilight and then turned around and headed home, opening her door Twilight stood in it and thought to herself well that's a shame I would have liked to show sunset my collection oh well shrugging Twilight closed the door.

Author's Note

Okay, the third chapter finished. Next chapter may or may not be a sex-related one, I honestly haven't decided whether I want to combine the date and sex chapters yet. Now if it is a sex chapter next I feel like I have to warn you all that it will probably suck as this would be the first one I will have ever wrote. Any and all criticism and advice would be appreciated.

Chapter Four: A Little Dash Of Loyalty

Three days have passed since Twilight and Sunset went on their dates, and now it was Rainbow's turn, and she was completely unsure of herself. Sure when they all came up with this plan Rainbow was siked and pumped ready to help her friend, but as the days grew closer to her turn, she became more and more unsure of what to do. Pacing in her room Rainbow racked her brain trying to come up with a date plan but soon ran into a snag: she and Twilight were too different. What can I do? I mean I'm athletic and awesome, and Twilight's an egghead and a little lame, thinking that way about her friend she was trying to help Rainbow unconsciously slapped herself. Rubbing the cheek, she hit Rainbow sighed heavily and stopped pacing to go and look out her bedroom window. Watching the occasional car drive by Rainbow hoping something would pop into her head; yet when nothing did she moved from her window and kicked her dresser. Ugh why is this so fucking hard? All I have to do is pick somewhere that Twi would like right? yet whenever she thought of going to some place for eggheads she just couldn't, besides Twi and Sunset already went to the planetarium and Rainbow Didn't know if there was another place like that in the city. Once again sighing Rainbow checked her phone for the time and seeing that she was beginning to run late started panicking. Faster then event she ever went Rainbow grabbed her backpack,r ran down the stairs, toasted some bread and ran out the door.

...

Walking up to the front of the school Rainbow noticed her friends around the wonder colt statue and audibly gulped, hoping that none of them would ask about the date.

"Heya, Dashie know where you're going to take Twilight on your date?" Pinkie asked with a grin that almost made Rainbow want to punch her in the face. Being that it was impossible to ignore Pinkie everyone around stopped to tare at Rainbow, some with confused expressions. While others had smiles on their faces probably thinking that she and Twi were going steady. Seeing the looks, she was getting Rainbow pushed her way through the crowd blushing heavily.

"Okay, okay nothing to see here folks go on about your business. Ignore whatever you heard nothing is going on." As soon as she uttered that sentence Rainbow realized she had just dug her hole even deeper. Managing to push her way through the crowd Rainbow walked up to Pinkie and put her in a headlock, "You know if you weren't so adorable I would choke you out right here for that stunt!" Even in the headlock Pinkie continued to smile and giggle. Looking at the scene before her Rarity huffed and stuck her nose up I the air.

"Please, Rainbow Dash, while I can agree Pinkie's outburst was unnecessary barbarism, is quite unbecoming of a young woman!" She said glaring at her friend out of the corner of her eye before continuing, "Besides I too would like to Know what your plans are?" Rarity finished with a knowing grin. Completely caught off guard by the question Rainbow attempted to bluff but stuttered every time. Now all her friends were staring at her, and even though she was awesome, it was making her nervous: especially Twilight's. Unable to stand the staring any longer Rainbow quickly excused herself and practically sprinted inside.

Having managed to escape her friends, Rainbow stood in front of her locker, and upon opening it, she slammed her head on the edge of the door. Why do they have to make this more difficult than this needs to be!? I have no idea what I'm doing, and the last thing I want is Rarity looking down on me for that. Sighing Rainbow put what she didn't need for now in her locker and closed the door, barely even paying attention she failed to notice Twilight on the other side of the locker door.

"Hey, are you alright, Rainbow Dash? You looked a little worried, but you took off so fast none of us had any time to ask what's wrong?" Twilight finished the concern clear on her face, which just made Rainbow more unsure of herself. Rainbow quickly looked around hoping for a distraction, but when she found none sighed in defeat.

"Alright if you must know I'm worried because I have no idea where to go on our date." Rainbow closed her eyes expecting her friend to chastise her for not having a plan, but when Twilight said nothing Rainbow opened her eyes. Looking at her friend Rainbow was greeted with a warm smile and a hug. As soon as Twilight's arms wrapped around her Rainbow went utterly stiff, using all of her mental strength Rainbow fought to prevent something else from going stiff as well. Releasing he friend Twilight took a step back and looked Rainbow in the eyes.

"You know we don't have to do anything flashy for our date? We could simply hang out around town; besides all I want is the ability to trust you all again." Still, a little-shocked Rainbow shooked her head quickly clearing her thoughts.

"Are you sure, Twi doesn't that seem a little too easy?" Twilight's response was to shake her head. Letting out a relieved sigh Rainbow smiled letting herself relax in the process, "Well if that's all we need to do it certainly makes thing easier. why don't we figure out the details after school." Twilight nodded and excusing herself went to class. Rainbow watched as Twilight walked down the hall, taking notice of an unusually sensual sway of Twilight's hips Rainbow felt her cock come to life. Looking down at the tent in her skort Rainbow grumbled to herself and began to make her way to the washroom.

...

Entering the washroom Rainbow took a second to make sure no one was in there, even peering under the stalls. Once she was sure no one else occupied the stalls, she quickly entered one. Locking the stall door Rainbow proceded to remove her clothing. Even though she knew full well stripping posed the risk of getting caught the thrill over rid her caution, once fully naked Rainbow lowered the toilet lid and sat down. Cold porcelain touched bare skin which excited Rainbow, even more, slowly and deliberately Rainbow wrapped her fingers around her cock. With a firm grip, Rainbow began to pump her fist up and down stimulating the throbbing member in her hand; yet in spite of the stimulation Rainbow couldn't help but lament not having anyone to enjoy her time with. Lifting her other hand Rainbow placed one of her nipples in between her index finger and thumb, alternating between pinching and rubbing. As she continued to pleasure herself Rainbow use her imagination to picture herself and the source of her predicament, Twilight engaged in the act. Rainbow's imagination ran rampant with images of Twilight on her knees, her head bobbing up and down deepthroating Rainbows cock. Soon the fantasy changed to where Twilight was straddling Rainbow, burying her cock inside herself to the hilt. Quickly reaching her climax Rainbow was about to blow her load when she heard the washroom door open.

Nearly panicking Rainbow attempted to clothe herself as quietly as she could. Unfortunately in her hasty attempt to dress Rainbow managed to trip herself and ended up slamming into the stall door. Hearing the startled gasp of the other woman in the room Rainbow cursed herself for her clumsiness, but when she heard the woman's voice, she then chose to curse her luck.

"Hello, are you all right in there? Are you hurt?" The concern in Rarity's voice was evident, and Rainbow knew there was no way to escape the situation she was in. Finishing putting her clothes back on Rainbow opened the stall door, her head hung low not wanting to look Rarity in the eye, "Rainbow Dash? what were you doing that would..." Rarity trailed off as she noticed the tent in Rainbow's skort. In an instant any concern Rarity had for her friend was replaced by disappointment and anger, "Honestly, Rainbow Dash do you not have any self-control at all? I had thought we decided not to do anything of this sort until the issues around our friendship crisis with Twilight were resolved!" The disdain dripping from Rarity's voice while usually annoying really struck a nerve this time.

"Hey, It's not my fault that Twilight swaying her hips around like she did earlier was able to excite me and I really didn't feel like walking around school with a raging boner!" Finishing her rebuttal Rainbow crossed her arms and leaned on the stall expecting a retort from rarity, but instead, Rarity just stared at her blinking absentmindedly. Not expecting the silence Rainbow got off of the stall and proceeded to wave her hand in front of Rarity's face, "Hello earth to Rarity. You in there?" Shaking her head and clearing her thoughts Rarity finally responded.

"Yes sorry, It's just that I never expected Twilight to be one to entice someone like that. Are you sure you saw what you say you saw?" Letting Rarity's disbelief slide Rainbow instead nodded.

"Yes, I'm sure about what I saw. In all honesty, it was quite weird it was like the egghead was actively trying to be sexy, not at all like Twilight." Being in complete agreement with Rainbow Rarity nodded and yet there was something about what was said that she just couldn't shake. What possible reason could Twilight have gone from innocent and naive about sex to purposefully enticing someone?

"Well whatever the reason for her actions we can find out later, but for now we have to deal with you breaking our rule. Upon Rarity's response, Rainbow sighed and slumped her shoulders knowing she was going to be here for a while.

...

With no further incidents, the weekend once again arrived, and now Rainbow was heading over to Twilight's to call upon her for their date. Even though Twilight said simply hanging out was enough Rainbow couldn't help but second-guess herself. Is this truly all it will take to make everything square with her? We were completely out of line and control how can she forgive us so easily? Continuing to walk through the streets Rainbow's thoughts turned to the incident on Wednesday, just like Rarity she couldn't figure as to why Twilight would ac the way she did. Could it have been the fact that she truly forgave them? Was she teasing her or could they have awoken some part of Twilight long since hidden by her intellectual side? Whatever answer she could come to would have to wait until later as she had arrived at her destination. Walking up to the front door Rainbow rang the doorbell and crossed her arms waiting for Twilight to answer the door. As she waited Rainbow wondered if it would be rude to ask Twilight about the incident, finishing that thought Rainbow released an annoyed sigh great now I'm starting to sound like Rarity! Not paying attention and rubbing the bridge of her nose Rainbow failed to notice the door open. Seeing her friend standing on the other side of the doorway Twilight smiled.

"Hello, Rainbow I wasn't expecting you to be here so early." Hearing Twilight's words ripped Rainbow Dash out of her thoughts startling her and causing her to jump. Placing her hand on her chest Rainbow looked at her friend annoyance clear on her face.

"Twi don't just sneak up on people like that! you nearly gave me a heart attack!" Twilight's smile faded and tilting her head slightly confusion formed on her face.

"How could I have snuck up on you? Your stand in front of my house and even rang my doorbell." Rainbow was about to offer a rebuttal but stopped when she realized Twilight was right. Scratching the back of her head Rainbow gave her friend a sheepish smile before responding.

"Sorry, Twi I was deep in thought and didn't notice the door open." Twilight's smile returned and with it a small chuckle.

"It's fine Rainbow no harm no foul, but regardless I wasn't expecting you for another hour or so. Why so early?" Rainbow gave Twilight a proud smile and puffed out her chest pointing her thumb at it.

"You know me always raring to go and not waste time and being as awesome as I am, knew you would be prepared and ready to go." Self-satisfaction and smugness were clear as day on Rainbow's face and voice causing Twilight to shake her head and roll her eyes. Noticing Twilight's reaction Rainbow shrugged, "So shall we head out then?" Nodding her agreement Twilight closed her front door and locked it, following Rainbow down the street and to their next destination.

...

While walking beside Twilight Rainbow's thought's once again returned the image of her friend's swaying hips. Even lost in thought Rainbow noticed out of her eye that Twilight was once again swaying her hips. As she watched the sway Rainbow noted that it had become even more blatant, almost like she wasn't trying to be subtle anymore and Twilight's arms also seemed to be swinging in sync with the sway of her hips. Continuing to peek Rainbow soon felt her cock begin to stir once again, thankfully this time she was prepared and with all her mental fortitude managed to keep her arousal in check. Unfortunately while attempting to control herself, Rainbow made it evident to Twilight that something was wrong.

"Is something wrong Rainbow? You seem a little distracted." Twilight's concerned voice brought Rainbow out of her thoughts, startling her once again. Feeling supremely embarrassed and not wanting to question her friend's changing behavior giving what she had done to her. Rainbow frantically looked around to deflect the question to, finding nothing around her Rainbow focused on Twilight's attire.

"Sorry, Twi just noticing that you wore your usual outfit. I mean shouldn't you wear something else every once in a while? Rainbow finished lying through her teeth. Suddenly Twilight came to a full stop, turned fully towards Rainbow and placed her hands on her hips.

"Isn't that A little hypocritical of you Rainbow Dash? Considering you are also wearing your usual attire." Blinking in surprise at her friend's rebuttal Rainbow looked at herself, and indeed she was wearing her usual outfit. Feeling foolish Rainbow gave Twilight a sheepish grin who in turn pointed her nose in the air huffing and began walking away. As she watched her friend walk away Rainbow grumbled to her self and facepalmed, great job Rainbow you are supposed to be patching things up with Twilight, and here you go criticizing her attire. Unseen by Rainbow a devilish smirk formed on Twilight's face.

...

Entering the local park Rainbow once again tried to apologize to Twilight saying how she was sorry for her comment. This time though instead of continuing to ignore her Twilight turned around, crossed her arms and glared at Rainbow Dash. While Twilight wasn't an imposing figure, her glare was something else entirely nearly rivaling Fluttershy's stare. Under Twilight's glare, Rainbow Dash took an involuntary step backward, seeing her friend's reaction Twilight's face softened, and the scowl was replaced by a massive grin.

"There's no need to worry Rainbow I'm just teasing you." Not expecting to be at the end of any sort of teasing from Twilight Rainbow's mouth hung open in surprise. Chuckling at Rainbow's lack of response Twilight walked up to her friend and playfully pushed her bringing Rainbow out of her stupor, "So what are we going to be doing? You wouldn't have brought me us here just to stand around twiddling our thumbs right?" Shaking her head Rainbow regained her composure and smiled.

"Of course I have a plan. Who do you think I am?" Kneeling down on one knee Rainbow slipped off her backpack wich Twilight just now noticed. Opening the backpack Rainbow looked up at Twilight, "Whatever shall we do in the park? Such a beautiful day for all kinds of activities but what should we do?" Rainbow finished the smug sarcasm plainly evident. Not appreciating the tone Twilight crossed her arms lightly glaring at her friend, shrugging at Twilight's reaction Rainbow finally pulled out what she wanted a soccer ball. Confused Twilight gave Rainbow Dash a skeptical look.

"Rainbow, you of all people should know my opinion of sports so Why would you bring me to a park to play soccer?" Standing up Rainbow began to bouncer the soccer ball on her knees before responding to Twilight's question.

"Well, why not? I know your not an outdoorsy or athletic person Twi, but you never know you might actually enjoy yourself." Rainbow finished her response by bouncing the ball onto her head and throwing her arms wide while performing jazz hands. Placing her chin between her index finger and thumb Twilight began thinking about Rainbow Dash's proposal. After a few moments and not coming up with a sufficient reason to decline Twilight nodded her head in agreement.

Being that there was no actual soccer field, the two women had to make do with makeshift goal posts. Thankfully there were two trees close enough together to make do. Twilight was standing in between the two trees while Rainbow bounced the soccer ball on her knee. Dropping the ball on the ground Rainbow smiled as she finally got Twilight to participate in an outdoor activity instead of sitting in some stuffy library. Feeling extremely happy Rainbow proceeded to charge at Twilight kicking the ball in front of her, but as she got closer Twilight began to feel tense; the speed with which Rainbow was coming at her somewhat frightened the woman. Being at what she felt was the right distance, Rainbow halted her charge and brought her leg back winding up to take the shot. After a short windup Rainbow kicked the soccer ball launching it towards Twilight. With the soccer ball closing the gap between the two women Twilight panicked and grabbed the ball with her magic and flung it away and would have been on the other side of the city if Rainbow Dash didn't catch it. After having caught the ball, Rainbow placed it under her arm and began walking toward Twilight.

"You totally had that, Twi what gives?" Standing in front of her friend Rainbow noticed that Twilight was slightly shaking. sighing Rainbow placed the ball on the ground and placed a reassuring hand on her friend's shoulder, "You okay, Twi I didn't end up kicking the ball too hard did I?" Calming down Twilight shook her head in response.

"No, I just panicked when I saw the ball come at me like it did, sorry." Feeling ashamed for panicking Twilight lowered her head not wanting to look her friend in the eye. Seeing the shamed and dejected look on her friend's face Rainbow patted Twilight's shoulder practically slapping it.

"Hey, no need to worry about it we can just try again and again till you get used to it." Hearing the confidence in Rainbow Dash's voice Twilight perked up and nodded.

For the rest of the day, all the way until the evening Twilight and Rainbow Dash practiced until Twilight became used to having the ball come at her. By this time Rainbow Dash was completely covered in sweat: looking at the sky Rainbow finally noticed how late it had become and whistled in surprise.

"Wow, I can't believe we spent all day simply kicking the ball around." Looking from the sky to her friend Rainbow smiled, "Man, thanks to you Twi I was able to beat my last practice time record." Seeing the happy smile plastered on her friend's face Twilight smiled as well.

"I'm happy to help Rainbow I do have to admit I actually had f-" Twilight cut herself off and sniffed at the air before plugging her nose, What is that smell? It's awful." Blinking in surprise Rainbow lifted her arm and sniffed at her armpit wrinkling her nose when she did. Turning back to her friend Rainbow gave her a goofy grin all to Twilight rolling her eyes and shaking her head, "Come on we should probably be going." In response to Twilight's statement, Rainbow Dash simply nodded.

...

Sometime after leaving the park and heading home, Twilight suggested that Rainbow come to her house to take a shower since her house was closer. Entering Twilight's abode Rainbow was directed to go on up to the shower to which Rainbow nodded accepting her friend's offer. Closing the bathroom door dozens of perverse thoughts and fantasies ran through Rainbow's head, placing her hand on her chest and taking a few deep breaths she attempted to calm herself. A few seconds passed, and Rainbow managed to calm her breathing and clear her head enough to think straight. Why am I so nervous? All I'm doing is having a shower and then most likely heading home after. Shrugging her shoulders Rainbow opened the shower door and turned it on, adjusting the knob Rainbow placed her hand under the falling water. When she found the temperature to be satisfactory Rainbow stepped under the water, she let out a blissful sigh as the water touched her skin. While standing under the falling water, Rainbow's fantasies of Twilight on her knees and her mouth stuffed with rainbow's cock resurfaced again. Pushing her fantasies aside Rainbow focused on cleaning herself while unbeknownst to her Twilight replaced her dirty clothes with clean ones.

When she finished washing, Rainbow exited the shower and was going to dress when she noticed that the clothes there weren't hers. Staring at the change of clothes Rainbow became excited, and even though it was not very likely, she wondered if they were previously worn. Rainbow stood there for some time letting her fantasies run wild again until a knock on the door startled her.

"Hey, you all right in there, Rainbow Dash?" Before she could return a reply Twilight continued, "If you haven't already noticed I left you a change of clothes since your's were drenched in sweat. I don't have anything that can match your usual style so you'll have to make due, sorry." Indeed the clothes before rainbow weren't her usual style, yet she didn't care and put the clothes on regardless. Exiting the bathroom Rainbow flashed her friend a reassuring smile.

"Don't worry about it, Twi it doesn't matter if they aren't my style beats freezing my ass off wearing sweat-drenched clothes, right." Finishing her response a thought that finally wasn't a lewd one popped into Rainbows head, "Say, Twi how did you manage to get my clothes and leave those ones without me seeing you?" Twilight's response to her friend's questioning was to simply lift her hand up and levitate an object the indigo glow around her hand being all the response she needed. Rolling her eyes, Rainbow proceeded to playfully punch Twilight's shoulder; letting out a content sigh Rainbow looked Twilight in the eyes and asked, "So what now? I mean I can't go home until my clothes are clean so shall we do to pass the time?" Twilight gave another silent response by beckoning Rainbow to follow her with a wave of her hand.

Walking into Twilight's room Rainbow was directed to take a seat on the side of the bed; sitting down Rainbow watched Twilight as she pulled a small metal box with a lock on it out from under her bed. Once the box was fully removed from It's hiding spot, Twilight placed it on the bed and walked over to her dresser opening a drawer pulling out a key. Turning away from the dresser Twilight walked over to the bed and inserted the key into the boxes lock. Opening the box Twilight revealed the content's to her friend; Rainbow Dash's mouth hung open as she eyed the boxes contents. Inside the box was an assortment of sex toys ranging from beads and egg vibrators to dildos of varying shapes, sizes and colours. Taken by surprise Rainbow blankly stared at the variety of toys before her for several seconds before turning her head towards Twilight. Under her friend's gaze, Twilight wondered if maybe she made a mistake as she felt her face become warm from embarrassment. After what to Twilight felt like an eternity Rainbow spoke up.

"Well, this is certainly unexpected. I mean I know you said that you experimented, but I never thought you would have this many toys hidden away." Finishing here sentence Rainbow proceeded to pick up one of the dildos and shake causing it to flop around, "So what was the point in showing me these things anyway?" Twilight now confused at how dense Rainbow was seeming to be raised an eyebrow quizzically.

"What the point in showing you these was so we can use them to pass the time, and I want to share something I like with one of my friends." After finishing her explanation, the confusion on Twilight's face was replaced with a smile. Being taken by surprise for the second time in only a few moments, Rainbow Dash looked from Twilight to the toy on her hand before returning her attention to Twilight.

"Uh, Twilight wasn't it you who told us that sex as strictly off the table?" Not being the response she was expecting Twilight's smile faded. Sighing and letting her shoulder slump Twilight sat on the bed next to Rainbow Dash and began to explain herself.

"Yes, you are correct that I said no sex but between then and now I came to the conclusion that my decision might have been a hasty one." Turning her head to face her friend and noticing the confused look on Rainbow's face Twilight decided to explain further. "If I have to be honest it wasn't the sex that scared me truthfully I really enjoyed it you and the others... over enthusiasm plus my overthinking is what scared me and so I think that the best way to get over my fear is with exposure therapy." Turning her head away from Twilight Rainbow Dash bowed her head slightly, closed her eyes, crossed her arms and thought on what Twilight had said. What should I do? I and the others all agreed to a vow of abstinence for Twilight's sake, but we didn't discuss what to do if Twilight herself asks us for it!. Deciding that declining would probably hurt Twilight's feelings, Rainbow turned to her and nodded.

"Alright, Twi you have a deal." As soon as Rainbow Dash finished her statement, Twilight beamed from ear to ear and in her excitement practically leaped off the bed.

"Okay, so which one do you want to use? Though I suppose we should use on closer in size to the others since you should be accustomed to their girt, right." Twilight's beaming smile faded when she turned to Rainbow Dash and noticed the nervous look on her face. Given the scenario, it didn't take long for Twilight to put two and two together, "Wait you haven't had any kind of anal sex?" Twilight's accusation caused Rainbow to flinch confirming what to Twilight that she was right. Not expecting this turn of events, Twilight began to pace back and forth with her head down, and arms crossed thinking of how to proceed next. Ending her pacing Twilight sat back down next to Rainbow, "Alright since you have no experience with this we will have to take it slow. Anal can be enjoyable, but since you have never done it, it might hurt at first." Rainbow absentmindedly nodded but threw her head to the side once again staring at Twilight in surprise.

"Wait are you telling me that you have experience with this sort of thing?" After Rainbow's outburst Twilight flashed her an embarrassed smile.

" You remember when I said that I broke my hymen in an 'experiment.'" Rainbow nodded, "Well it didn't stop there I also stimulated myself anally and found it to be quite enjoyable." Shrugging her shoulder Twilight stood back up and started to rummage through the box of toys again, "Alright so you shouldn't start off with anything too big as it might hurt you and should probably start off with something small." Feeling indignant at Twilight's lack of faith in her and her hurt pride Rainbow Dash shot up.

"What do you mean might hurt me? Did you forget who you're talking to? I'm Rainbow Dash the most awesome person in Cnaterlot! Whatever you can handle I can handle just as well!" Staring blankly at Rainbows declaration, Twilight opened her mouth to protest but was cut off by Rainbow Dash's glare. Shrugging her shoulders, Twilight walked away from the side of the bed and to her closet. Opening the closet door, Twilight leaned down and pulled out another metal box out from the back of the closet. This box was different from the last one as the first one was larger and square while this one was smaller and rectangular. Pulling the box out Twilight placed it at her side; patting the lid Twilight leaned back into the closet opening up a secret compartment and pulling out another key. Obscured from Rainbow Dash's sight Twilight unlocked and opened the box pulling out its contents. Standing up Twilight turned around and in her hands was a huge dildo in the shape of a horse's cock. Seeing the size of the toy in her friend's hands Rainbow audibly gulped which didn't go unnoticed by Twilight.

"You know you don't have to do this right? No one is forcing you to use this one for your first time. I mean it's total length is 17 inches and the head circumference is about 10 do you know how much this will probably hurt?" Regaining her composure Rainbow scoffed at Twilight's concern.

"Are you saying that I can't handle something that big? That I'm some sort of wimp? Well, don't worry as I said I can handle anything you can!" Knowing that there was no point in continuing to argue, Twilight sighed and slumped her shoulders in defeat.

Both women removed their clothes, and now both stood stark naked. Rainbow Dash laid back on the bed while Twilight lubed up the dildo. As she lubed up the toy in her hands, Twilight watched Rainbow attempt to get comfortable; her cock and balls bouncing around in the process. Just the thought of Rainbow's cock being inside of her made Twilight wet from excitement. Twilight finished lubing up the dildo and turned to Rainbow Dash walking next to her while she, in turn, eyed the dildo. Standing over her friend Twilight applied a liberal amount of lube to her middle finger and positioned it just outside of Rainbow's anus. Twilight looked up and waited for some confirmation from Rainbow Dash who nodded for her to continue; letting out a breath Twilight Traced her finger around the rim of Rainbow's anus causing her to shiver in at the stimulation. Slowly and carefully applied pressure slipping her finger into the orifice causing Rainbow Dash to practically squeak in surprise at the sensation. Not expecting that sort of response, Twilight looked back up to see a deep blush on Rainbow's face, and her head turned to the side with a look attempting to hide the embarrassment of her response. Smiling at her friend's reaction, Twilight returned to her ministrations of Rainbow's anus. In a methodical manner Twilight pistoned her finger in and out of Rainbow Dash while also alternating between twirling and wiggling. Once she was sure her friend had become properly acclimated to her finger, Twilight inserted her index finger causing Rainbow Dash to gasp in surprise not expecting the second finger.

With both her index and middle Twilight proceeded to spread her fingers apart; Rainbow upon feeling her rectal muscles being spread let out a quiet grunt and instinctively clenched her rectal muscles on Twilight's fingers. Having her fingers crushed wasn't something that Twilight was expecting to happen, so she patted Rainbow's leg several times attempting to get her attention. Noticing the patting Twilight was doing Rainbow looked down and upon seeing the discomfort on her friend's face quickly realized what was causing it and relaxed. Feeling the pressure release from her finger Twilight let out a relieved sigh before wiggling her two fingers eliciting a quiet moan from Rainbow Dash. Removing her fingers, Twilight grabbed the dildo and brought it forward topping it off with another small layer of lube before resting it just before Rainbow's anus. Looking up Twilight gave Rainbow a pleading look.

"Are you absolutely sure you want to do this Rainbow?" Twilight said hoping that Rainbow Dash would give up this foolish attempt at being tough. Grumbling at Twilight's insinuation that she wasn't sure Rainbow Dash glared at her friend and told her to continue with a nod of her head. Letting out a long breath Twilight looked back down at the dildo in her hands and began to press it against her friend's anus. The increasing pressure being placed upon, Rainbow's lower entrance caused the woman to grit her teeth and even grab the headboard of Twilight's bed to prevent herself from being pushed. After almost an entire minute of easing it in did the dildo finally slip inside, Rainbow yelled in pain as the toy stretched her past any tolerable limits. Clearly hearing her friend's cry of pain Twilight's head shot up, "Oh my god! Are you okay Rainbow?" Lifting her head to look Twilight in the face Rainbow Dash gave her a shaky smile.

"Do-don't worry Twi I-I'm perfectly fine n-no problems here." Rainbow finished her reassurance by lifting up her hand and giving Twilight a thumbs up. Knowing that Rainbow was merely putting on a brave face Twilight didn't know how to proceed; she could keep going and most likely hurt her friend, or she could stop the whole thing here and now, but she would probably end up hurting Rainbows pride in the process. Not wanting to end up in an unnecessary argument, Twilight decided to slowly and very carefully continue. Even with the copious amount of lube Twilight found significant resistance when pumping the dildo in and out of her friend and with each movement, Rainbow grunted and seethed due to the pain of having the walls of her rectum stretched so much. Hearing the pain in Rainbow's voice Twilight leaned forward and engulfed Rainbow Dash's cock in one quick motion; bobbing her head up and down Twilight gave as much special care to her friend's cock as she could hoping to ease as much pain as she could. Using her tongue Twilight caressed the tip of Rainbow's cock before running it up and down the shaft continually alternating between the two. Between the conflicting feelings of Twilight's ministration on her cock and the pain from the dildo stretching her uncomfortably, Rainbow felt as if she was losing her mind. Reaching her climax Rainbow grabbed the back of Twilight's head shoving it down causing her cock to hit the back of Twilight's throat. Her cock hitting the back of her friend's throat was the last little bit of stimulation Rainbow needed, and she came inside of Twilight's mouth. A nearly constant stream of Rainbow's seed poured down Twilight's throat almost choking her with how thick it was. Rainbow's ejaculation began to slow, and she released her grip on her friend's head, and Twilight continued to suck for several seconds longer milking Rainbow's cock of every last drop of her cream. Gripping the toy still lodged in her friend Twilight pulled it out with a pop; Rainbow let out a relieved sigh now that the dildo was removed.

Laying on the bed and staring at the ceiling Rainbow Dash placed her hands on her stomach letting out a relaxed breath and began to relax when she felt Twilight grip her cock. Looking down Rainbow stared at Twilight as she jerked her off; Twilight noticing Rainbow's stares smiled and lowered her head to place a small kiss on the cock in her hands before running her tongue up and down the shaft. Once Rainbow was sufficiently hard, Twilight stood on her knees and shuffled forward until she was straddling her friend. Twilight leaned forward and pressed her mouth to Rainbow' ear.

"This isn't going to be like last time, you and I are going to go all the way. Besides, think of this as a reward for your bravery and enduring the pain." Standing back up on her knees Twilight flashed Rainbow a grin lowered herself on to Rainbow's cock. Twilight's folds spread as Rainbow's cock entered her, and she let out a bliss filled moan the feeling of a real cock being leagues better than her dildos. Beginning to bounce up and down, Twilight once again leaned forward, though this time she trailed a path of kisses up Rainbow's body starting from her navel and slowly making her way up to Rainbow's neck. Underneath Twilight's tender care Rainbow let moan after moan until she was silenced when Twilight pressed her lips against hers. The women's tongues danced around both battling for dominance, Rainbow Dash noticed the lingering taste of her own seed within Twilight's mouth causing her cock to stiffen even further. Breaking their kiss Twilight moved down Rainbow's body and began to stimulate her breasts alternating between sucking, licking, and playfully biting. Getting close to her climax Rainbow Dash began to thrust into Twilight trying to speed things along.

"Ah, Twi I think I'm-" Rainbow didn't even get to finish what she was saying as Twilight stopped bouncing and lifted herself off of her. Supremely confused Rainbow looked down and what she saw was something she would never have expected: Twilight Sparkle was at the other end of the bed on her hands and knees doggy style. Looking over her shoulder back at Rainbow Twilight smiled.

"Come here, Rainbow Dash why don't we finish this in a better way?" Absentmindedly Rainbow Dash did as she was told and got to her knees and shuffled her up behind Twilight. Grabbing her cock Rainbow positioned it right at the entrance of Twilight's pussy, and she was about to thrust forward when she was stopped by Twilight's hand covering it. Surprised Rainbow leaned to the side to look at Twilight's face who was giving her a playful glare, "No, no." she said wagging her finger, "I want you to go a little higher than that: and fuck me as hard as you can!" Not expecting that outburst, Rainbow blindly obeyed the command and positioned her cock just outside of Twilight's anus. Pushing her cock against Twilight's anus; Rainbow slipped her cock inside and even though she was sure Twilight used that dildo on a regular basis she the tightness of the orifice was terrific. Instantly Rainbow's hesitation was replaced with an almost primal instinct, and she began to thrust into Twilight furiously; Twilight grunted and moaned as Rainbow fucked her like a bitch in heat and she loved every second of it. The sound of Rainbow's balls slapping against Twilight folds filled the room, their moans and wails of pleasure reaching such a crescendo that Twilight was sure anyone outside could hear them, but she was in such a state of bliss that she couldn't care less. Twilight felt Rainbow speed up her thrusts, and she knew that their fun was about to come to an end; Rainbow Dash made one final thrust before her cock erupted splashing Twilight's rectal walls with her seed. Both women made one last wail of pleasure before Rainbow fell backward pulling her cock from Twilight's anus and spraying her lower back and ass with the final spurts of Rainbow's cock. Laying on her back Rainbow panted having spent the rest of her energy. Twilight turned and crawled up next to Rainbow Dash and cuddled with her resting her head in the crook of Rainbow's neck; looking down Rainbow stared into Twilight's eyes and the two women pressed their lips together once again twirling their tongues in the process. Breaking the kiss both women continued to stare into each other's eyes for a moment before bursting into laughter. Releasing a content sigh, Rainbow Dash began to look around the room when she realized something was missing; Rainbow turned her head to address Twilight.

"Hey, Twilight I have to ask where's Spike?" Rainbow asked confusion lacing her voice. Twilight propped herself up on one shoulder and gave Rainbow Dash a sheepish smile.

"Oh I asked Fluttershy if she could take him for the day and she picked him up about twenty minutes before you arrived." Saying what she needed to say Twilight shrugged her shoulder and returned to her position next to Rainbow. Shocked Rainbow blankly stared at the space where Twilight's head just was as she realized that this whole thing was premeditated. Shaking her head and blinking several times Rainbow just chuckled to herself before putting her head down and pulling Twilight closer as they fell asleep in each other's arms.

Chapter Five: To Be Proper

Rainbow Dash slowly opened her eyes, focusing on the individual dust particles that were visible from the rays of light filtering through the window. Sitting up she groaned, the events of last night leaving her feeling somewhat sore. Turning her head to the side, Rainbow Dash watched Twilight sleep and couldn't help but feel a pang of jealousness at the fact that she was able to sleep so soundly. Carefully and slowly Rainbow Dash eased herself out of bed, attempting not to wake her sleeping friend, but her attempt was wasted when Twilight woke. Sitting up, Twilight stretched and looked around the room, her eyes resting on her friend sitting next to her. Twilight flashed a concerned smile before fully turning her body to face Rainbow Dash.

"Are you okay, Rainbow? I hope I didn't hurt you last night?" Hearing the concern laced through Twilight's voice, Rainbow Dash raised her arms reassuringly.

"Hey don't worry Twi, It's me we're talking about here. There is no one in this city tougher than me, remember." Feeling somewhat reassured, though not entirely convinced, Twilight smiled and nodded. While not the first time the two have had sex, both women sat in awkward silence, unsure of what to say to one another. After a few minutes of silence, Twilight suggested that they should probably get themselves cleaned up, to which Rainbow nodded her agreement. Slowly both women stood up and headed towards the washroom, Rainbow following closely behind Twilight, as she followed Rainbow watched Twilight sway her hips, barely paying attention to anything else, but upon hearing the washroom door open pulled herself out of her trance. Quickly composing herself, Rainbow looked away hoping Twilight hadn't noticed her staring, not knowing Twilight was fully aware and was smiling to herself, completely unbothered by it. Getting a devious idea, Twilight began to sway and bounce her hips as if to the tune of a song, pretending to not notice Rainbow Dash standing behind her. Once again Rainbow Dash found herself transfixed by the sight of Twilight swaying her hips, unable to look away nor was she able to stop her self from becoming aroused. Practically in a trance, Rainbow leaned forward and wrapped her arms around Twilight's torso, grabbing her breasts and began to fondle them while kissing the back and side of her neck. Taken off guard, Twilight jumped a little and let out a squeak of surprise, but very quickly fell into rhythm with Rainbow and turned her head to look upon her friend out of the corner of her eye.

"Naughty, naughty, Rainbow. Taking advantage of your friend's defencelessness and forcing yourself upon her. What would the others think about this?" Playing the victim and feigning innocence in light of her temptations caused Rainbow Dash to chuckle and even increased her desire to continue.

"Oh, is that what you call purposefully wiggling your ass in front of me in an attempt to entice? Well then perhaps I should test your sincerity." To emphasize her point, Rainbow Dash firmly squeezed Twilight's breasts and pinching her nipples. All of a sudden Twilight removed herself from Rainbow's grasp and spun around, wrapping her arms around her friend's neck and forcefully pressing their lips together, slipping her tongue inside in the process. While the two made out, Rainbow Dash's hands roamed all over Twilight's body causing her to moan into Rainbow's mouth. Rainbow Dash lifted one of Twilight's legs and began to position her cock just outside of her pussy when Twilight suddenly broke the kiss and placed her hand to prevent Rainbow from thrusting into her.

"Why don't we continue this in the shower?" A little disappointed, Rainbow Dash agreed none the less and nodded. Twilight turned away from her friend and ran the shower, testing the water to make sure it was the right temperature. Once she was sure, the water was of a tolerable state she and Rainbow Dash entered the shower and closed the door. As soon as the door was closed, Twilight got down on her knees and placed Rainbow's cock in between her breasts and while they weren't large by any measure they were sufficient for the task at hand. Slowly she began to run her breasts along the length of Rainbow's cock causing her to moan and leak pre-cum which would have covered Twilight's breasts if not for the water from the shower. Rainbow Dash smiled as she watched Twilight continue to stimulate her cock, absolutely loving the sight of her on her knees. After a few more moments Twilight could feel the cock between her breasts twitch, smiling to herself she engulfed bowed her head, taking her friend's cock deep into her mouth and started to bob her head up and down. Unable to stand the dual sensations of Twilight's mouth and breasts, she couldn't hold it any longer, and she came, her cock erupting, filling Twilight's mouth with her seed. Spurt after spurt filled Twilight's mouth even further forcing her to swallow and when she finished Swallowing, Twilight removed the cock from her mouth, a few more spurts spraying cum on her face. Pent for the moment, Rainbow Dash watched as Twilight raised a hand and wiped her seed from her face, turning her had she eyed the cum on her hand with interest before beginning to lick it clean. Her hand clean and mouth partially full, Twilight stood up and once again pressed her lips to Rainbows, inserting her tongue she allowed her friend to taste her own seed. Rainbow's eyes widened, this being the first time she has ever tasted her own seed, only briefly did she taste it before swallowing without thinking, and while the taste didn't disagree with her too much, she did find it a little bitter. Satisfied, Twilight removed her tongue and pulled away from Rainbow Dash, looking her in the eyes and smiling, "Did you enjoy your treat, Rainbow?" Feeling as of she was in a trance all Rainbow Dash could do was nod her head in agreement. Satisfied with her answer, Twilight suggested finishing up, and Rainbow once again nodded.

...

Twilight and Rainbow finished washing up, dried themselves off and not bothering to get dressed headed downstairs to the kitchen. Rainbow sat at the kitchen table, while Twilight only wearing an apron was in front of the stove cooking some pancakes for the two of them. Barely audible over the sound of the sizzling batter, Rainbow Dash could hear Twilight whistling a tune, seeing that her friend was in a good mood brightened Rainbow's own slightly, but it wasn't enough to fully alleviate the nagging thought in the back of her mind. No matter how hard she tried what happened in the shower seemed like a blur, almost as if it was a distant memory, but she was sure that it happened just a few minutes ago, Why can't I seem to focus? She furiously scratched the side of her head trying to remember, becoming more and more frantic as she tried even starting to feel terrified.

"Is there anything you want with your pancakes, Rainbow Dash?" Twilight's question startled Rainbow, bringing her out of her thoughts and causing her to jump in her seat. Looking up she saw that Twilight was facing her and leaning against the counter, two plates each with four pancaked on them and giving her a concerned look, seeing that something was obviously bothering her. Taking a deep breath and allowing her heart to slow a bit, Rainbow Dash shook her head.

"No, I'm good Twi, but thanks anyway." Shrugging her shoulders, Twilight walked up to the table and placed one of the plates in front of Rainbow Dash before sitting in the seat on the opposite side of the table. Without hesitation, Twilight dug into her plate of pancakes while Rainbow Dash on the other hand just stared at them and while she admitted to herself that hey smelt wonderful, she couldn't bring herself to eat as there was one thing that she needed to know before doing so, "Hey, Twi What did we do in the shower?" Twilight stopped eating and looked at her friend in confusion, but seeing the look on Rainbow's face told her everything. Putting down her fork, Twilight explained to Rainbow Dash what it was that happened and as she did Rainbow Dash's face grew darker, and her mood turned even more somber. How was it that she couldn't remember doing that with Twilight? Why did everything seem so hazy, these questions kept on playing over and over in Rainbow Dash's head. Noticing that her friend's mood worsen, Twilight reached over the table and placed a hand upon her, once again brought out of her thoughts, Rainbow looked up and saw Twilight giving her a reassuring smile.

"Don't worry, Rainbow you don't have to figure this out on your own. Together I'm sure we will be able to figure it out, and if just the two of us can't, we'll just get the others to help." Hearing Twilight's response, Rainbow let out a sigh of relief feeling that so long as Twilight stayed herself, she would have nothing to worry about. Just as her mood started to lighten it quickly darkened again once she remembered that they had sex, and so broke their agreement with the others, and so she began to slam her head on the table causing Twilight to jump. Several more times, Rainbow slammed her head on the table, each time causing Twilight to look at her friend with utter confusion, "Rainbow Dash stop! Why do you keep doing that?" Once again lifting her head up, Rainbow Dash explained to Twilight why she was slamming her head, and upon hearing the explanation, Twilight simply laughed. As soon as she was glared at, Twilight held up her hand and apologized, "Sorry for laughing, but aren't you being just a little silly? I mean we could just simply explain that I was the one to propose we have sex." Now it was Rainbow's turn to laugh, the naivete of Twilight was amusing, but Ultimately showed she wasn't prepared for every eventuality and Rainbow explained how if they tell the others they'll just think that she forced her to do it and that Twilight is just covering for her. Taking a minute to think it over, Twilight agreed with Rainbow's conclusion and suggested they come up with a plan.

Both women finished their breakfast and went upstairs to get dressed. After getting dressed they both went back downstairs and were now in the living room trying to come up with a plan. Sitting on the couch, Rainbow Dash watched as Twilight paced back and forth, bitting the nail on her thumb in frustration, unable to come up with a suitable plan that satisfied both of them. The problem was that while Twilight preferred plans that involved telling the truth, Rainbow Dash, on the other hand, wanted plans that involved deception and would push all blame away from her and no matter how much Twilight told her that they wouldn't work she just absolutely refused to listen to reason. After several more attempts to get Rainbow to listen to reason, Twilight finally got her to relent and agree that telling the truth straight was the best idea. Feeling victorious, Twilight sat down on the couch next to Rainbow heavily. Letting out a breath of relief, Twilight let herself sink into the sofa, but soon sat back up when she remembered that just because they were going to tell their friends the truth, allowing them to know outright might not be the best idea. Leaning forward she put her head in her hands and shook it in frustration. Rainbow Dash eyed Twilight out of the corner of her eye and as soon as she bent forward placed a hand on her shoulder and gave a light squeeze, hoping that it would give her some comfort. Doing the trick Twilight relaxed and let out a sigh before turning to Rainbow and further discussing their possible plan.

...

Both Twilight and Rainbow stood in front of the sweet shoppe, Waiting for the rest of their friend's to arrive, both trying to suppress the sense of unease building up in them. As the minutes passed Rainbow Dash soon began to wonder if Twilight was thinking straight, What were we thinking? Calling the others to the sweet shoppe all of a sudden so we can tell them what happened, it doesn't matter if we tell the truth there not going to believe us. Sunset is going to kill me! Twilight noticed that Rainbow's breathing was beginning to quicken, so she placed a hand on her shoulder in an attempt to calm her.

"You need to calm down and take a deep breath everything is going to be fine. No one is going to do anything drastic so long as we explain what happened fully and carefully." Even though she wasn't fully convinced, Twilight's reassurance was enough to calm her nerves and prevent her from panicking. Several more minutes passed and down the street Rainbow Dash noticed someone coming, squinting her eyes and focusing she saw that the individual was bouncing down the street and she realized that it was Pinkie Pie. Seeing that it was Pinkie, Rainbow Dash sighed heavily and lowered her head knowing that they would be pestered by Pinkie until they spilled the beans. Practically bouncing, Pinkie Pie stopped in front of the two and looked between them.

"You two had sex, didn't you!?" Completely taken by surprise both women stared wide-eyed and unable to understand how she knew, " I knew it! I was up early making some cupcakes when my Pinkie sense went off, making me spill batter everywhere! It told me someone was going to lie and then you two called me, so I put two and two together... so did you two have fun?" Twilight and Rainbow stared blankly at Pinkie for a moment before releasing an exhausted breath and slumping against the wall. Even before getting the chance their secret has already been found out, now they just needed to prevent Pinkie from blurting it out to the others.

"Pinkie, you have to promise us not to tell the others when they get here. Do you understand? You need to Pinkie promise, it's important that you do." Pinkie looked at Twilight confused, her tone was way too serious for her tastes, but regardless Pinkie promised which she could see put Twilight at ease. Not long after Pinkie made her promise did the remaining members of the group start to arrive, one by one they made their greetings and each one wondered why Pinkie looked like she was about to burst. Once they had all arrived Twilight and Rainbow directed them to one of the empty seats outside, figuring fewer people would sit outside this early in the morning and that people passing by wouldn't be interested in their conversation. As soon as they sat down questions flowed without hesitation, holding up her hand and stopping the questions, Twilight asked everyone what it was they would like, Pinkie and Rainbow wasted no time in answering, hoping the others would follow suit and thankfully they did. Once she had everyone's orders and before any more questions could be asked, Twilight excused herself and disappeared inside. With Twilight not being in a position to answer their questions, the remaining members of the group turned their attention to Rainbow and Pinkie, hoping that they would fill them in.

So will one of you fill us in on what is going on?" Sunset glared at both of them, but Pinkie simply mad eth motion of closing a zipper signaling her silence. Shaking her head and rolling her eyes, Sunset brought her full attention to Rainbow and glared hard enough that Rainbow Dash knew mimicking Pinkie wouldn't work, and looking around she found the others doing the same. Thinking as fast as she could Rainbow asked what it was the others did yesterday, praying that it would redirect the conversation, but other than Pinkie no one else took the bait. Finding no other way out of her predicament, Rainbow Dash lowered her head onto the table in defeat and started to explain as slowly as she could to give Twilight time to return.

Turning around to look at her friends, Twilight could see them sitting and talking, hoping that they weren't pressing Rainbow Dash for information. As she stood in line the sound of her friends arguing could barely be heard through the window and Twilight's earlier assessment was wrong causing her to shake her head. Fearing that the plan was already falling apart, Twilight began to tap her foot impatiently, pleading with whatever possible deity existed that the line would move. Several minutes later did Twilight finally order, thankfully Mrs. Cake took note of the situation and told her husband to move double time. After some pleasantries and a brief explanation of the situation, Mr. Cake returned with the order, thanking them for their understanding and cooperation, Twilight paid in full and hurried out the door. As soon as she was out the door, the sounds of yelling could be heard crystal clear.

"What the hell is wrong with you, Rainbow Dash!? We had a deal, none of us would touch Twilight, and here you are telling us that you had sex with her! Not only that but you seem to think we're stupid enough to believe she was the one to start it?" This definitely wasn't a side of Sunset Twilight thought she would see again, she was absolutely furious.

"I already told you that she did, what possible reason would I have to lie about this? If for whatever reason you forgot I was just as upset about what we did to Twi as the rest of you?!" Practically backed into a corner, Rainbow Dash pointed her finger at everyone sitting at the table and slamming her other fist on to it. Suddenly they all stopped arguing when they realized Twilight was standing behind them, Rarity turned around and seeing Twilight stood up and cradled her head.

"Oh my dear Twilight, this uncouth brute didn't cause you any undue duress did she?" Out of the corner of her eye, Twilight noticed Rainbow Dash roll her eyes and shake her head at Rarity's theatrics. Chuckling she ensured Rarity that she was fine and that Rainbodid nothing wrong. With a simple gesture of her had Twilight suggested Rarity sit back down, handing each of her friends their orders, Twilight sat down herself and confirmed what Rainbow Dash said was true, even reminding Sunset that after their date she tried to invite her in and that if she accepted would have been in Rainbows position. With that reminder, Sunset backed off and apologized to Rainbow for her distrust, who in turn brushed it off any lingering awkwardness with her usual bravado. For the past half hour, the group returned to a state of normality, talking about an assortment of topics not related to the events of last night, much to the relief of Twilight and Rainbow. After several more minutes, the conversation turned to where last night left their deal. Some deliberation later they all agreed that there was no reason to leave sex off the table and decided to allow it, though Sunset insisted on a stipulation, suggesting that Twilight should be the only one who could initiate any sexual encounter. Having no reason to disagree accepted her idea, out of nowhere Twilight brought up the idea of moving on to the next date right away. Before anyone could say something, Rarity proclaimed to emphatically agree with Twilight, and if none of them were going to take her up on her offer, then she would gladly accept. Shrugging their shoulders the rest of the group agreed and Rarity in her excitement practically bounced in her seat, clapping her hands together, "Oh just wonderful, I have the most spectacular night planned out for us. I can promise you that It'll be almost magical!" Twilight simply nodded and smiled in response. Ten minutes and several more topics of conversation the group began to disperse, heading off to whatever it was they were going to do today leaving only Rarity and Twilight sitting at the table, "Shall we begin our date proper?" Rarity stood up and held out her arm to Twilight, who graciously accepted. As they headed off, Twilight suddenly got the urge to ask Rarity what it was she had planned, but ultimately she suppressed it, not wanting to spoil the surprise.

...

Not long after leaving the Sweet Shoppe, Twilight and Rarity stood in front of the Carousel Boutique, Rarity's home and place of work. Rarity smiled at Twilight before removing her arm from hers before heading inside, beckoning for Twilight to follow. Smiling to herself, Twilight followed Rarity into the building and notices a significant spring in her step, one that only manifested whenever clothing was involved. As soon as they passed the threshold of the door and entered the building, Rarity wasted no time in collecting several dresses, sorting them based on a myriad of different factors and taking Twilight's measurements. Though it wasn't the first time Twilight saw Rarity work she still couldn't fully believe the passion and dedication she showed to her craft, it almost put Twilight herself to shame when it came to books. Almost as fast as she started, Rarity had reduced the number of dresses to only a handful and was currently mulling over as to which one Twilight would wear, pulling herself out of her thoughts and beckoned Twilight over with a hand. Once Twilight was next to her, Rarity wasted no time in presenting each dress to her. Most of what she was shown was for formal occasions and would make most look regal, or at the least refined, some were a lot less so. one of the dresses would have made Twilight look even more like a schoolmarm than she usually would have looked, the last one though gave Twilight real reason to pause. Sitting in front of her was a very short split leg dress with a low neckline, naturally created to expose a lot of legs, ass, and cleavage, but perhaps the most unusual thing about it was the fact that it was almost the same colour as her skin.

"Go ahead and pick whichever one you want."The sound of Rarity's voice startled Twilight and caused her to jump a little. Placing a hand on her chest, Twilight willed her heat to slow down and took a deep breath. Once she felt calm enough, she returned her attention to the dresses, Folding her arms Twilight mulled over her choices, and the woman found it to be a much harder choice than she thought. Every dress was of very high quality, even the one that would make her look like a schoolmarm was of quality make, though she was having a hard time choosing there was something about the split leg dress that kept drawing her attention. For whatever reason the thought of wearing it to wherever Rarity planned for them to go excited her, even though it wouldn't be appropriate. Slowly growing frustrated, Twilight closed her eyes and started running her finger across each dress, blindly choosing. A few moments later and Twilight stopped running her finger over the dresses and opened her eyes. Her finger had stopped on the split led dress, slumping her arms, Twilight let out a breath of annoyance as out of all the possible chances she picked that one, and yet she couldn't help but feel a smirk form on the corner of her mouth. Rarity eyed Twilight out of the corner of her eye, wondering as to what reason Twilight would have for choosing such a dress, not that she was complaining "Are you sure that is the one you want darling? It just doesn't seem like you're too pleased with your choice." The concern Rarity showed nearly made Twilight reconsider, but she ultimately stuck with her choice.

"No, If I start to second guess myself, I won't be able to choose at all." Rarity tried to reassure Twilight that she could choose one more time and that would be it, but she just shook her head repeating the same reasoning she just gave a second ago. Rarity rolled her eyes but nodded just the same, having no reason to argue the point further. Quickly, Rarity cleaned up the dresses, leaving the split leg for Twilight to try on who not missing a beat picked up the dress and enters the changing room. While Twilight was in the changing room Rarity went upstairs and picked her own dress trying to match with Twilight as much as possible as she could.

Having finished trying on her dress, Twilight followed Rarity upstairs and into her kitchen. Rarity put on a pot of tea and once it was finished poured herself and Twilight a cup before sitting down opposite her friend. Twilight tangentially sipped at her drink, wondering what it was Rarity had planned, but before she could ask her, she put down her cup with an audible clink, cutting Twilight off.

"By now I'm sure you are wondering what I have planned, right?" Twilight simply nodded in response, " Well, the day we made our deal I called in a favour I was owed and managed to get us a private booth at the most exquisite and fancy restaurant in all of Canterlot!" Twilight couldn't believe what she was hearing, not only was Rarity this prepared, but she also had such reach that she could get private booths. Clearly, there were still things that Twilight didn't know about her friends. She took a sip of her tea before returning her attention to Rarity.

"You always seem to go above and beyond when it comes to us, we don't deserve you." Rarity waved her hand and told Twilight that she was being silly and being generous was worth it to see them smile. She took another sip of her tea, now feeling conflicted she put the cup down staring into the liquid, "Now I don't feel right in my choice of dress, knowing where it is we are going." Once again Twilight was reminded that she could just choose another dress and It wouldn't bother Rarity in the least, but once again she refused to relent on her choice, leaving Rarity even more bewildered than before. Noticing that they were both low, Rarity took both cups before standing up and turning her back to Twilight walked to the counter and began to refill them. Unbeknownst to the both of them the other was smiling, knowing that tonight was going to be quite enjoyable.

...

Several hours passed and Twilight and Rarity got ready, Twilight downstairs in the changing room while Rarity was upstairs in her washroom. Both had decided neither one wanted to spoil any surprised, so they decided to get ready on different floors. Once they were finished getting ready, Twilight waited for the sounds of her friend coming down the stairs and walking to the front door before exiting the dressing room, and upon leaving the room looked at Rarity and couldn't help but admire. Rarity was also wearing a split leg dress, though not as short as well as being black, and a matching pair of opera gloves. Her hair was done up in a bun. Just as Twilight did Rarity admired her friend as well, though she had to mentally keep herself in check as to not get hard. In her opinion, the micro split leg fit Twilight quite well, the colouration almost making her seem like she was naked and if she didn't know better would have sworn that she was. No longer bound by the elastic that usually held it, Twilight's hair flowed freely causing her to look like her Equestrian counterpart. Once both women finished eyeing and admiring each other, stood in front of the door waiting for the cab that was called before they both got ready. While waiting, Rarity looked at Twilight out of the corner of her eye, further admiring how her friend looked in her dress. The dress was somewhat form fitting which caused Twilight's nipples to be seen quite well under the dress, revealing to Rarity that she wasn't wearing a bra. The split allowed more to be on display then would have been normally, giving a clear sight if Twilight's panties, which to Rarity's surprise was a lace thong and just the same as the dress was nearly the same colour.

Five minutes later the cab pulled up to the curb, and the driver honked the horn, letting the occupants of the building know that he had arrived. Shortly after the door to the building opened and out stepped two beautiful women, each one wearing the same style dress. Seeing the both of them come out of the building the cab driver sat up as straight as he could, as they got closer he noticed that the purple-skinned one was naked! He rubbed his eyes and blinked several times thinking that he must have imagined it, though it was hard to tell as the sun had already set he was sure she was naked. Once they got close enough her realized his mistake, she wasn't naked she was just wearing a dress the same colour as her skin, but he still stared due to the dress was very short and exposed a lot. She must have noticed his staring because the woman tried in to pull the dress down in a desperate attempt to cover herself, the other woman must have seen the reason for her friend's discomfort because she glared at the cab driver before grabbing her by the wrist and placing her in the back seat. Once her friend was in the back seat, the other one entered the passenger side and without exchanging pleasantries simply told him to drive. Sighing heavily the cab driver hit the gas and grumbled to himself, thinking he would have been better staying home.

The entire drive to the restaurant was made in silence, except for the beginning when Rarity told the driver where they were going. Twilight leaned her head on the window, watching the buildings pass by one by one, her eyes moving to follow as they passed. Through the rearview mirror, Rarity could see Twilight's mood without giving a hint that she was doing so. Thankfully it didn't take much longer for the cab to arrive at their destination, exiting the vehicle, they paid the driver who took one last look at Twilight's ass before driving off. Standing on the sidewalk both Twilight and Rarity turned to look at the building they were going to enter and in front of them was Chataue Magnifique, the most revered restaurant in all of Canterlot with the least imaginative name ever. Everyone who is anyone eats at this restaurant, booking months in advance just to get a seat and even then it is quite expensive. So the one thing that Twilight couldn't understand was who could have so much pull to get Rarity a private booth on such short notice. Before she could even ask her question Rarity interrupted her, knowing full well what the question was and explained.

Several weeks before they screwed up and caused their predicament, the owner of the Chateau came into the Boutique, looking for help in finding his daughter an appropriate dress for her wedding. Previously they tried every other shop in the city, but the daughter rejected everyone, and the Boutique was their last resort to find one locally. Once Rarity got started they had located a dress within a few minutes and so on top of the payment for the dress, the owner insisted on owing Rarity a favour.

"So once we made our deal, I cashed in that favour and he told me that he would hold it indefinitely." Twilight just stared at Rarity as not only did she help someone in need she used her one favour for her instead of on herself. Though as she thought about it a bit more, she realized that using it on her Rarity still benefited. Ignoring that thought, she took her friend by the arm, and they entered the building together. Passing through the door, all manner of delicious smells wafted through the air causing their mouths to water a bit, looking around Twilight was amazed by the building as it looked like a grand ballroom, complete with chandeliers and large amounts of gold trimming. Barley paying attention Twilight was lead by the arm up to a podium where the maitre d was handling the reservation, walking up the podium he wasted no time in asking them for their names and Rarity explained who they were. Eying them for a second, he snapped his fingers and called over one of the waiters, handing him two menus the two were told to follow him. As they passed the maitre d, Twilight was sure that she was giving her a look, she was convinced that he was staring at her ass or perhaps he merely thought of her as a slut who was trying to ruin the reputation of this fine establishment. Whatever the reason Twilight found herself getting aroused as she noted several diners had stopped eating and were staring, she didn't know why but instead of feeling ashamed like with the cab driver, here she felt aroused. Perhaps it had something to do with the fact she will very likely never see these people again? Whatever the reason she couldn't care less, moments later they were both seated and handed their menus.

As soon as Twilight sat she could feel the dress slid up exposing her entire lower half, out of the corner of her eye she could see the waiter's eyes shift around most likely taking note of it himself. Taking pity on the poor guy, she ordered an ordinary glass of wine to which Rarity enthusiastically agreed. Taking the menus, her took off rather quickly: obviously uncomfortable with the situation. Now situated in the back and away from the prying eyes of the other diners, Twilight felt like she started to settle down a bit. Opening her menu she scanned through it to see what there was and she was appalled at the prices, she knew this place was expensive, but some of the prices seemed almost like a rip-off: especially for the sizes of the portions. Putting her menu down, she turned her attention to Rarity.

"Rarity these prices are insane! Are you sure this is a good Idea, I don't want you to go overboard on my account." Rarity just smiled and reassured Twilight that this is what she want's to do so there is nothing to worry about. Still not sure, but not wanting to insult her friend Twilight dropped the subject and returned her attention to the menu. Soon the waiter returned with their wine and asked the two if they were ready to order, and after some deliberation, the two decided to have some pasta with lamb ragu. Taking the menus the waiter bowed, but before he lifted his head back up Twilight spread her legs giving him a full view off her panties; not done there she pulled her thong aside revealing to the waiter an unobstructed view of her most private of places. Unable to look away her stared with a mixture of horror at the thought of losing his job over this and fascination at why this was happening. Slowly Twilight lowered two of her fingers, resting them against her pussy for a second before quickly separating them, spreading her pussy lips at the same time. Seeing the look the waiter was giving, Twilight allowed a little smirk to form on the corners of her mouth, completely forgetting Rarity was across from her. Even more, emboldened by the waiter's staring she inserted one of her fingers into the waiting opening and slowly started to pump her finger in and out, she lightly bit her tongue to prevent herself from moaning and began to increase her speed as the waiter unconsciously started to get closer. Confused as to why the waiter was still bowing, Rarity looked under the table and noticing what Twilight was doing kicked her in the leg nearly causing her to jump out of her skin. Having been caught the waiter stood up straight, beet red and tried to act casual while Twilight placed her thong back over her pussy and began whistling an off-key tune, trying to act innocent. Shaking her head and rolling her eyes, Rarity held up her wine glass towards Twilight who did the same. Clinking the glasses together the two chuckled before drinking.

...

The door to the boutique swung open, and Rarity shuffled inside with Twilight hanging off of her. During their Time at the restaurant Twilight had just a little to much wine and was now quite inebriated, Barly able to walk straight or even stand she need ed to be carried out of the building and into the cab. Thankfully during the drive back, she seemed to sober slightly as she didn't seem to have as much trouble standing upon exiting the carb, though she still needed support to walk. Rarity sat her friend on the floor and turned to close and lock the door. Once the door was locked and the sign was switched to closed, she picked up Twilight and slowly eased her towards the stairs, several times Twilight stumbled nearly bringing Rarity down with her. After several setbacks and almost falling down she managed to get up the stairs; as they got to the top Twilight started to slip from her shoulder, so Rarity wrapped her arm around her waist and eased Twilight in standing up straight with the other. Suddenly out of nowhere Twilight reached around Rarity's back and started to grope her breasts causing her to squeak in surprise. Rarity slapped Twilight's hand away only for it to return a second later, this time it sliding under her dress and roughly squeezing. Losing her patience, Rarity pushed Twilight off of her.

"What has gotten into you, Twilight!?" Rarity received no response to her question. Instead, Twilight just stood there lightly swaying from side to side with a goofy grin resting comfortably on her face. Increasingly becoming more frustrated, Rarity huffed and attempted to walk past Twilight when suddenly rushed her, pushing her up against the wall. Rarity tried to yell at her friend, but as soon as she opened her mouth, Twilight took her opportunity, Forcefully pressing their lips together and inserting her tongue into Rarity's mouth. Nearly livid, Rarity tried to push Twilight away, but it was no use, no matter how hard she tried Twilight wouldn't budge. Twisting side to side she continued her attempts to escape, but just as before Twilight held her firmly in place. Rarity could feel her tongue being played with as Twilight twirled them together. Just as she was about to resign herself to her fate, Twilight let go of her and pulled away.

"What's the matter, Rarity? You seemed fine when I was messing with the waiter, but I guess you don't like it when you're the but of the joke, huh." Before she could respond she was once again rushed at by Twilight, the difference this time was that Rarity was prepared and moved to the side. Passing her friend completely, Twilight hit the wall and was dazed for a second, giving Rarity the opportunity she needed. One of the opera gloves on her arm was removed and used to Tie Twilight's hands together, preventing her from grabbing Rarity a second time. Coming out of her daze and realizing she was unable to move her arms, Twilight began to thrash; Rarity stepped forward and pinned her to the wall, making sure she wouldn't hurt herself. After several minutes the thrashing ceased and holding entirely still, Twilight seemed to calm down. Relieved to have contained the situation, Rarity led her friend further into her home.

Complete silence fell over the two friends, leaving them in an awkward situation. In her frustration, Rarity sat down hard on her couch, letting out an exacerbated breath as she did so, she brought her hand to her face and rubbed her eyes, feeling exhausted after what happened. Leaning back she eyed Twilight from the bottom of her eye who just stood there with her head down, not saying anything at all leaving Rarity feeling even more furious than if she tried to explain her actions. Leaning forward, Rarity gave her inebriated friend the sternest look she had, one that she had many years of practice using it on Sweetie Bell.

"Do you have nothing to say for yourself, Twilight Sparkle?" For whatever the reason the use of her full name made Twilight feel even more awful than usual, perhaps the fact the Rarity rarely ever used her full name was the reason. Regardless of the reason, Twilight turned her head to the side, unable to look her friend in the face. Very nearly red in the face from the childish way her friend was behaving, Rarity was about to start yelling when she thought of a method that might have more effect than simply yelling, Well if you are going to behave like a child, perhaps I should treat you like one?" Baffled by the sudden change in her friend's disposition, Twilight finally looked in Rarity's direction, Faster than she could have predicted she was grabbed by the arm and pulled over to the couch, spun around and placed over Rarity's knees. Twilight's dress was pulled up while her panties were pulled down leaving her ass completely bare. Rarity lifted her hand up very slowly, drawing out as much tension as she could, once her hand was held high above her head, Rarity brought it down hard and fast, bringing it down on her friend's bare ass causing her to yelp in pain, her intentions clear: treating her like a child as she said. Hearing her friend's cry gave Rarity some satisfaction, believing that her punishment was effective; continuing she brought her hand back up and down, again and again, each time causing Twilight to cry out. As she continued to punish her friend, Rarity failed to notice the cries change from ones of agony to pleasure, each stroke of her had made Twilight moan from pleasure, even as her ass nearly turned a shade of crimson from how unrelenting Rarity was being. Finally, after one of her slaps mad Twilight cry out rather loudly and even cum on her leg did Rarity realize her punishment had the opposite effect she wanted. Standing up and practically throwing Twilight off of her lap Rarity threw her arm into the air, "I can't believe this! Here I am scolding a grown woman like a child and instead of learning a lesson, she orgasms on my leg!" To emphasize her point Rarity jammed her toe into Twilight's pussy and wiggled it around for a few seconds before removing it, a thick strand of fluid leaving them connected. She pinched the bridge of her nose unable to find the words to describe how frustrated she was with this whole situation. Suddenly Rarity realized that there was one more method she could try and allowing a wicked smile form on her face she turned her attention to Twilight, "Now don't you go anywhere. I'll be back with a surprise for you." And without another word, she disappeared around a corner leaving Twilight even more confused than before.

Several minutes passed and the sounds of shuffling mad Twilight's mind race as to what horror her friend had in store for her. The muffled sound of Rarity talking could also be heard causing Twilight to wonder just who it was she was talking to and whether or not they would end up being involved, though it most likely Sweetie Bell being told to say out longer as only now did she realize that Rarity's younger sister wasn't here. Twilight's rampant speculations were soon brought to an end when Rarity came around the corner: wearing an outfit Twilight never would have imagined her to wear. Standing in front of her was a sight she never believed to see, Rarity was dressed very lightly wearing only a pair of leather thigh high boots, a matching leather corset that cut off just under her breasts and no panties, leaving her cock and balls completely free. Utterly stunned and unable to speak Twilight sat on the floor, her mouth agape, opening and closing as if trying to talk, but no words could be heard. Satisfied with the reaction she received Rarity pulled a cart from around the corner, adorned with all sorts of props and toys. Cuffs, blindfolds, collars and several leashes were just a small amount of the things resting on the cart and Twilight had a sneaking suspicion that she was going to be wearing them in a minute. Slowly Rarity circled the cart, the sound of the heels on her boots ringing throughout the building, Picking up a riding crop she tentatively ran her fingers over it before hitting the side of the cart with it, the suddenness causing Twilight to jump. Feeling like she had left her friend in enough suspense, Rarity picked her up and forcibly removed the dress, leaving Twilight completely naked and at Rarity's mercy. Fist the gloves were removed and replaced by proper cuffs, next was a blindfold that left Twilight completely blinded and unable to see followed closely by a collar which seemed a little tight, but she supposed that was what Rarity was going for. Lastly, three weighted clamps were placed on her two nipples and one on her clitoris, each one causing some discomfort when placed as well as a ball gag to keep Twilight quiet for the time being. Stepping back Rarity admired her work and to her Twilight had never looked so beautiful, walking back over to the cart she picked out an appropriately short leash and hooked it to the collar, completing Twilight's "ensemble."

With a reasonably hard tug Rarity began to lead Twilight towards the stairs. Careful to not unintentionally hurt her friend Rarity went as slowly as she could, stopping several times whenever Twilight stumbled too much for her comfort. Devoid of her sight, Twilight had to rely on her hearing and sense of touch to tell where they were going. Once they were at the top of the stairs, Twilight who at this point was starting to become just a little nervous tried to pull away, but one tug from Rarity cut off any idea that she could as the collar actually tightened a little when she did, making it just a little harder to breathe. With her options cut off, Twilight eased herself down the stairs, taking care not to overstep and fall bringing Rarity down with her. After several close calls, the two women finally made it down the flight of stairs and were now standing in the middle of the Boutique. Sight soon returned to Twilight as the blindfold was removed and she could see Rarity standing in front of her, her arms crossed just under her breasts and the same devilish smirk as before on her face. Twilight tried to speak, but the ball gag in her mouth made it quite difficult for her to be understood, smiling wider, Rarity held up her finger and wagged it in front of Twilight's face, explaining that she would only remove it if she would submit herself before her. Seeing that it was the only way for the gag to be removed Twilight agreed and got on her knees and bowed before Rarity. Absolutely giddy, Rarity's smile widened so much that it almost looked like she had a cut across the middle of her face, bending down she touched the tip of the riding crop to Twilight's chin, giving her permission to look up.

"Now I need you to be very clear, Twilight! Will you agree to continue or do you wish to stop here? If you want to stop, your clothes should still be in the change room, and then you can leave, we will then never speak of this nigh again: are wee clear!?" Twilight stood up and nodded her understanding before crossing her arms, thinking about what she wanted to do, but unbeknownst to her, Rarity knew precisely what she would do. No matter how hard she tried to deny the truth, Twilight wanted to continue, she wanted to experience whatever it was that her friend had in store for her.

"Yes, Rarity I wish to continue." succeeding in her goal, Rarity's smile widened even further, but there was one thing that she needed to clear up before doing anything else. Faster than anyone could react, Rarity 's arm shot out and grabbed one of the weighted clamps and twisted it, giving Twilight quite a shock and causing a yelp of pain.

"When we are alone you shall address me as, mistress, is that understood?" Once again Twilight nodded her understanding, and when the clamp was released she let out a breath of relief, "Good I'm glad you understand, now I want you to stay there while I finish up preparations." Not even waiting for a proper response, she walked away; leaving her new pet confused, her mind racing as to what Rarity meant. First, she went over to the door and cautiously opened it, sticking her head out she looked left to right, making sure no one was around she stepped out slightly and flipped the sign from closed to open. Ignoring the look, she was getting she closed the door and walked past her pet and disappeared upstairs leaving Twilight alone and naked with the potential for someone to enter the Boutique at any moment. A few tense moments later, Twilight turned around as several loud thuds could be heard behind her, Rarity bringing the cart down one step at a time. Once she was finished with the cart, Rarity picked up one of the dildos and tossed it over to Twilight before walking over to her to uncuff her. Catching it in midair she looked at it, and while it wasn't as large as her biggest it was still a fairly good size, turning away from the toy Twilight looked at her mistress awaiting her orders. "Show me that you are serious about this by getting on the counter and spread your legs as wide as you can and show how furiously you masturbate." Smiling, Twilight bowed and taking one look at the door walked over to the counter and wasting no time hoped up onto it, spreading her legs to give her mistress the best view she could. Being as wet as she already was, Twilight didn't even bother with any sort of lube and inserted the dildo into her waiting pussy, spreading her lips wide enough to get the job done. Leaning back she put her feet up on the counter and spread her legs even further before slowly starting to pump the dildo in and out. As she continued to stimulate herself, Twilight grabbed one of the nipple clamps and twisted it, turning it so far that she started to feel quite a bit of pain, but instead of a cry of pain she moaned even louder than before. With each pump of the dildo it brushed against the clamp attached to her clit, and each time it would cause the clamp to practically bounce, stimulating her clit even further. Just a few pumps later and Twilight reached her limit and came, arching her back she let out a quick cry and then fell silent for a moment before sitting up and sliding off of the counter.

Now off of the counter, Twilight walked over to her mistress, a satisfied smile rested comfortably on her face; Standing in front of her mistress she noticed that instead of smiling Rarity looked very cross with her. Before she could ask her what was wrong, Twilight was struck with the riding crop. Stunned Twilight stared wide-eyed at Rarity wondering what it was that she side wrong.

"You seem to have forgotten yourself, did I give you permission to cum?" Horror gripped Twilight as she realized what she had done, getting on her knees the woman tried to beg her mistress for forgiveness, but she was having none of it and struck her again with the riding crop, this time right on her breast. Over and over was Twilight stuck with the riding crop, her most sensitive of places turning red from the amounts. As suddenly as she started Rarity stopped, but she wasn't fully done yet, so she hooked the leash back on to the collar, tugging harshly bringing Twilight over to one of the display windows at the front of the shop. Pulling the curtain back she placed Twilight in front of the window for all to see, "Now for your punishment, you are going to service me in front of this window blindfolded unable to tell if anyone is watching. Is that understood?" Twilight was about to give protest, but a glare from Rarity told her that any objection would just make her punishment worse. Seeing no way out of her predicament, Twilight nodded and was quickly blindfolded once again. Once again her sense of sight was blocked from her, unable to tell if anyone was passing by or who it could be and even though she was terrified that it could possibly be one of her parents she quickly adjusted and became even more aroused. Suddenly she was pulled forward, Rarity yanking on her leash again Impliling the helps Twilight's mouth on her cock, shoving it all the way to the back of her throat. Grabbing the back of Twilight's head and locking her fingers in her hair, Rarity pulled it back and then shoved it back down over and over again, each time making Twilight gag. Large amount's of pre-cum flowed down her throat and coating her tongue with it, Several times, Rarity removed her cock from the warmth of her pet's mouth and slapped her in the face with it, adding to her humiliation. She even shoved it deep into her mouth and held it there until Twilight was unable to breathe and was patting her hand against Rarity's lag before she removed it, leaving her breathing heavily. Reaching her end Rarity's cock began to twitch, signaling to both of them that it wouldn't be much longer. Locking her hands together, Rarity once again shoved Twilight down on her cock before it erupted sending spurt after spurt down her throat. Her mistresses seed was so thick that Twilight choked several times unable to swallow for a few seconds before finally swallowing. Suddenly the cock was removed from her mouth, spraying her in the face and covering it and turning Twilight's purple face almost completely white. Smiling she was about to thank her mistress when she realized that to her side someone had come into the Boutique and was watching them.

"So this is what you wanted to show me." Underne the blindfold, Twilight's eyes grew wide as she recognized the voice, "At first,t I was angry that you called me so late I was a little mad, but now I'm glad that you did." The blindfold was removed and standing there in front of her was the one person in all of Canterlot she didn't want to see right now: Cadance. Horrified at the turn of events, Twilight very nearly began panic, looking all over for anything to cover herself with, but was stopped when Rarity placed a hand o her shoulder and directed her to look at Cadance. Slowly she removed a long coat that Twilight only just now noticed she was wearing and what was underneath absolutely shocked her. Underneath Cadance's coat was the same outfit that Rarity was currently wearing minus the cock and balls, causing Twilight's jaw to drop, " She looks confused, why don't you explain to her what is going on." And explain Rarity did, she explained that she and Cadance were of the same mind and preferred to be the ones on top dominating their respective partners. Rarity also explained that she only found out because she caught her dominating Shining behind the Boutique and ever since they have been recounting tales of their conquests. Placing her chin between her fingers, Rarity even joked that both her and Shinings submissiveness must be genetic before she pushed Twilight over with her foot. Now on her back Twilight watched as Cadance made her way over and stepping over her and squatted down, sitting on her face. Cadance simply gave one command, "Lick." And lick she did, Twilight ran her tongue all over Cadance's pussy, but her inexperience doing this showed as she was utterly clumsy and had no idea what she was doing.

As she continued to eat out Cadance, Twilight felt Rarity spread her legs and insert her cock into her pet's waiting pussy. Furiously she pounded into Twilight, fast and unrelenting, forcing Twilight to take her attention away from the pussy currently covering her mouth. Annoyed, Cadance readjusted herself, giving Twilight the signal to focus which she did and returned to her ministrations. Still sensitive from deepthroating Twilight a few minutes ago, Rarity's cock was already beginning to Twitch, unable to stand the feeling of her pet's pussy. For the second time, tonight Rarity's cock erupted, covering Twilight's inner walls with her seed. As she was filling Twilight's pussy, Cadance also managed to reach her climax as well, squirting and covering Twilight's face with her juices. A few spurts later Rarity was spent and pulled her cock from her friend's filled pussy. A little breathless from her furious thrusts, Rarity slowly crawled along the floor, past Cadance and held her mouth next to Twilight's ear and whispered into it.

"Did you enjoy that my little pet because I know I did. I just thought of something and what would we do if I managed to get you pregnant?" Rarity chuckled to herself before continuing, "Just imagine the reaction your parents would have if they found out the origin of your pregnancy, wouldn't that just be magnificent? Perhaps we could tell them while dressed like this?" As Rarity continued, Twilight found herself becoming aroused all over again, though this time much to her own disgust at the thought of actually becoming pregnant scared her just a little. Feeling exhausted and unable to keep her eyes open, Twilight began to close her eyes, and the last thing she saw before falling asleep was Rarity and Cadance laughing.

Chapter Six: "Confectionery" Delights

Consciousness gradually returned to Twilight, trying to stretch and relive her stiff and sore muscles she realized something was wrong, confused she turned her hand over and tried to feel for the softness of a bed or at the least the hardness of a floor, but instead, she felt nothing. Opening her eyes, Twilight looked around and found that instead of being in the Boutique she was floating in some sort of void, blackness was all she could see, and no matter how hard she squinted her eyes couldn't pierce the darkness. Unable to see anything that could distinguish where she as Twilight tried to move her body but found that she couldn't and try as she might Twilight couldn't even move one arm an inch, it was as if something was holding her down and preventing her from moving. Taking several deep breaths to calm herself, Twilight closed her eyes and began to think of a way out of her predicament, but after several minuted of trying to think of something she reopened her eyes and released a frustrated sigh, seeing no other option she decided to try something that she knew definitely wouldn't result in anything.

"Hello is anyone there? I don't know where I am, and I can't seem to move my arms or legs." The question seemed to echo in the darkness, making Twilight feel a great sense of unease. Straining her ears she Tried to listen for any sort of response, but after several minutes nothing came of it, just as she thought nothing came of it, so she released a defeated breath. Getting no response Twilight once again attempted to move her arms and legs, thankfully this time she managed to move her left arm slightly, relieved that she wouldn't be stuck anymore she struggled for several more minutes and finally managed to move all four of her limbs. Once she managed to move her arms and legs, Twilight slowly spun in place unable to stop herself, but she didn't care as her just being able to move was enough to make her happy. Suddenly her happiness was cut off as a laugh could be heard deep in the void sending a chill down Twilight's spine. While continuing to spin she tried desperately to locate the source of the laughter, but after several moments stopped as the laughter got louder and Twilight knew that she would find out who or what was causing it soon. Almost as soon as it started the laughter stopped, allowing Twilight to release the breath that she didn't even know she was holding and gave her time to calm herself and think things over. Okay so I'm in some sort of void, unable to move and now someone is laughing. Think Twilight think, there has to be some way to find out where you are. Twilight crossed both her arms and legs, closing her eyes she began to think deeply, scouring through her memories of last night, looking for any clue to her current whereabouts. Just as she started to think Twilight was interrupted when the laughing started up again though this time it sounded a lot closer, all of a sudden she stopped spinning, startled Twilight frantically looked around hoping to see whatever it was that stopped her. Feeling a finger run across her leg, she looked down and the sight of what stopped her chilled Twilight to the bone.

"Why hello, there Twilight are we having fun, stuck and unable to move inside you're own head?" The smile on Midnight's face made Twilight's blood run cold, and it terrified her to no end. Without a word or even a scream Twilight twisted her body and began to "swim" away, flailing her arms and legs in a desperate attempt to get as far away from Midnight as fast as she could. While she "swam" away, Twilight noticed that the void had subsided slightly and she could recognize the shapes of buildings in the distance. Looking back and seeing that Midnight was still "standing" where she was Twilight turned to the left and hid behind a building, hoping that if Midnight lost sight of her she would be able to maneuver her way between other buildings, slipping away from her dark reflection long enough to find a way to wake herself up. Frantically looking for someplace to hide Twilight's eyes fell on the familiar sight of Canterlot high, steeling herself and taking a deep breath she began to "swim over to the back of the school, looking all around herself to make sure Midnight wasn't watching or sneaking up on her. As soon as she crossed the threshold of the back doors and entered the school, she was forced to the floor and onto her feet, allowing Twilight to come to the conclusion that physics acted differently depending on where you were. Shaking her head and clearing her mind, Twilight took one quick look back out to the void before running down the hall and further into the school.

Running down the hall Twilight noticed that it seemed to go on far longer then it did in the real world, stopping and taking a second to think she realized that if she was in her own head like Midnight had claimed then it only came to reason that she would be able to control the "world" around her. Closing her eyes and concentrating she imagined the school as it was in real life, after a few moments of concentrating she opened her eyes and was glad to see that her theory was correct as the hall finally seemed to split off into different hallways. Practically glowing with excitement Twilight continued down the hall until she came up to the intersection, looking down both the hall her excitement faded as the fluorescent lights flickered on and off, throwing shadows up and down the halls. Making the usually open and inviting corridors of the school seem twisted and menacing, like the school was now a dark parody of the real-life version. Swallowing she slowly made her way down the right hall, her eyes darting left to right trying to spot anything that seemed out of place or looked like a threat. Down towards the end of the hall Twilight could have sworn she saw something move, pressing herself against the wall she tried to make herself seem as small as she could, hoping to god that whatever it was didn't see her. A few tense moments passed, and nothing came of it, so Twilight pushed herself off of the wall and slowly began to make her way down the hall again, just as she did whatever it was that Twilight saw crossed her vision a second time, this time causing her to jump and yelp in surprise. Covering her mouth on instinct Twilight once again pressed herself against the wall and mentally chastised herself for yelping and giving her position away. Twilight tried to keep herself calm and composed but found it hard as the thing at the end of the hall kept darting in and out of her sight and the flickering lights made it even worse, at the limit of what she could take Twilight slid down onto the floor and started to sob. Bringing her knees close to her chest Twilight pressed her face into them and allowed her tears to flow without reservation or care. All that happened since waking up coming out through those tears, a loud bang somewhere further in the school startled Twilight and made her realize that this wasn't the time or place for her to break down crying. Wiping the tears from her eyes with her sleeve Twilight stood back up and paced back and forth, thinking of a way she could wake herself up, thinking of several plans and ditching each one of them Twilight punched the locker next to her before pinching and rubbing the bridge of her nose in frustration. Seeing as she didn't have very many options at the moment, Twilight decided that the best thing she could do was merely hide long enough for Rarity to wake up. Nodding to herself Twilight decided to head over to Celestia's office figuring that it would be the best and most comforting place to hide, with her plan all thought out Twilight took off down the hall heading to her destination as fast as her legs could carry her.

Running down the hall Twilight could have sworn that whatever it was that was stalking her moved somewhere down the hall in front of her. Hoping to lose it Twilight turned around and headed back towards the back of the school and hid in a locker, waiting for the sound of the thing to pass by. As soon as she was sure the thing passed by Twilight tentatively opened the locker door and looking around she stepped out of the locker. Convinced that she had lost whatever was following her Twilight headed back the way she had just come, looking back several times to make sure she wasn't being followed. Finally reaching Celestia's office Twilight took one last look around her to make sure the thing wasn't around, satisfied she opened the door feeling a massive sense of relief at having evaded Midnight, her sense of relief immediately faded, for as soon as Twilight had the door open Midnight was there sitting at Celestia's desk, smiling.

"What took you so long?" Not giving Twilight any more chances to run Midnight jumped off of the desk and tackled her to the floor, pinning her arms and legs in the process. Twilight struggled against her dark clone as hard as she could, yet no matter how much the fought Midnight wouldn't even budge an inch. Seeing Twilight struggling underneath her gave Midnight as a great sense of pleasure, her smile growing wider as she watched her, "You know for all that intelligence that you claim to have, you can be really dense at times! Didn't it ever cross your mind that since I am you that I would know exactly what it was, you were planning." Even though Midnight was criticizing her Twilight mentally cursed herself for not even thinking of that and allowing herself to be put into this situation. Now that Twilight was distracted Midnight took the initiative and closed the distance between their lips, forcibly kissing her, startled Twilight's eyes shot open, and she began to struggle once again in a vain attempt to force Midnight off of her. While she continued to struggle, Twilight felt the pressure release off of her arms, seeing her chance she thrust her arms up towards Midnight's torso with all her might to throw her off of her but instead of pushing Midnight off of her, her hands passed through her torso as if it were made of gelatin. Completely taken off guard Twilight made the mistake of not pulling her arms back immediately, realizing her mistake she tried to remove them from Midnight's torso but found she was unable to do so as they were stuck. Midnight's body began to ripple and deform, almost like she was suddenly made of water, Twilight's eyes widened as she felt something started to slowly slide down her throat, looking down as best as she could Twilight saw that it was Midnight. Terrified of whatever Midnight had planned Twilight began to struggle anew, Trying to spit Midnight back up she threw her head from side to side, but no matter how she tried the watery form stayed in place. As Midnight continued to enter her body Twilight started to lose consciousness being unable to breathe, very nearly on the verge of unconsciousness Twilight found herself able to breathe again due to Midnight finishing whatever it was she was planning. Twilight stayed on the floor breathing heavily still losing consciousness even though she could breathe again, just as she slipped into unconsciousness the voice of Midnight echoed throughout the room, "Nighty Night, Twilight your part is over, now It's my turn!" And with those last words, Twilight fell into darkness.

...

Startled awake Rarity looked around her room in a confused daze, after a moment her eyes fell on the spot next to her where Twilight was supposed to be, only she wasn't there, and it was soaked through with sweat. Looking up she saw that the door to her room was wide open, standing up and throwing on a robe she walked over and peered out into the hall, not immediately seeing her friend Rarity called out to her. When no response came, she began to worry, slowly exiting her room she noticed the light to the bathroom was on, quietly placing her ear to the door she listened for any sound that would clue her into what sort of state her friend was in. Not liking what she was hearing Rarity opened the door and found Twilight hunched over the toilet, heaving into it. Immediately Rarity was at her friend's side rubbing her back for support, several more heaves later and Twilight finished throwing up and was handed a glass of water by Rarity, gladly taking it she stood up and rinsed out her mouth before she was led out of the room by Rarity. Back in Rarity's bedroom, she sat Twilight down on the bed and sat next to her.

"Are you feeling better?" Twilight nodded, and Rarity released a relieved sigh, "Well that's good I was a little worried when you seemed to disappear. Can you tell me what the problem is?" Twilight simply shook her head, Rarity sighed, a little disappointed that Twilight wouldn't talk to her, but she still patted her back and smiled, "That's okay you don't have to tell me. How about I go make both of us some coffee?" Twilight nodded and continuing to smile, Rarity got up and exited her room leaving Twilight alone.

Once the door to Rarity's room was closed the facade faded and Midnight stopped pretending. Feeling something was off she stood up and started pacing back and forth, testing to see if she had control of her magic. No matter what she tried, nothing worked except for the telekinesis which Twilight already had, Growling to her self it took all her self-control to not destroy anything in the room. Fuck! Even though I finally managed to get out, I'm too weak to do anything, if I tried to do anything Twilight's friends would just seal me away again. Midnight continued to pace, growing more and more frustrated at her lack of strength, but suddenly she realized that if she played the part of Twilight, she could use her friend's own desires against them, even potentially allowing her to control them. Having decided her plan Midnight walked over to the standing mirror on the corner closest to Rarity bed and practiced acting like Twilight, once Midnight was satisfied with her ability to mimic Twilight she turned towards the door and took a deep breath before exiting the room.

Rarity was sitting at her kitchen table waiting for her to exit the room, two cups of coffee sitting in front of her. Midnight sat down opposite to Rarity and flashed the most calming and sincere smile he could, praying that it would be sufficient to fool her, thankfully Rarity didn't call her out and instead asked her if she would take milk or cream. When she was given an answer Rarity stood up and opened the fridge, pulling out the liquid and handing it over to Midnight, grabbing a jar filled with sugar she sat back down and handed that over to Midnight as well, waiting for her to finish before adding the milk and sugar to hers. Both women sat in silence as they drank their coffee, neither one knowing what to say, Midnight didn't want to give herself away by saying something stupid while Rarity, on the other hand, was unsure of how to broach the subject of last night, not sure what her friend would say. Very quickly the silence between the two began to become uncomfortable and awkward, forcing Rarity's hand as she was unable to stand it any longer.

"So Twilight about last-" Rarity didn't finish her question as the sound of the front door opening drew her attention away, considering that she hadn't opened up the boutique yet Rarity could only rationalize that it must be Sweetie. Looking over to where her friend was sitting and seeing her she remembered that she wasn't dressed and was sitting there naked, yet she didn't seem all that concerned even as Sweetie began to ascend the stairs, which just didn't seem like her at all. When Sweetie reached the top of the stairs, she stopped, noticing "Twilight" sitting at the kitchen table naked, looking over to Rarity she simply shook her head and walked passed the two women, disappearing into her own room. Confused at the lack of reaction Midnight turned her head towards Rarity, looking for an explanation, trying to stifle a laugh Rarity endeavoured to explain, "This wasn't the first time that Sweetie had come home and caught me or one of my dates naked. In fact, we have even talked about it at great length several times." Midnight wasn't quite sure how to respond to that, she was sure that Sweetie would react and was banking on it, but the fact that she didn't, meant that Rarity just gave her some good information that she might be able to use against them later. Satisfied with this new set of information Midnight leaned back into her chair and on a whim looked over at the clock on the stove, seeing that was nearly eleven she stood up suddenly, starting Rarity and nearly causing her to spill her coffee on her self, "Twilight darling what has gotten into you?"

"Look at the time! We overslept and are late. if we hurry, we can hopefully prevent it from affecting our records." She was about to run down the stairs when she noticed Rarity was still sitting there giving her a concerned look, "What?"

"Twilight darling it's a long weekend. We don't have to go to school today, don't you remember?" Confused Midnight looked through Twilight's memories and just as Rarity had said it was indeed a long weekend. Looking away she let the guise slip and curded under her breath before composing herself and turning back around.

"Sorry about freaking out like that, I don't know how I could have possibly forgotten that." Rarity gave her friend a reassuring smile and explained that she didn't need to apologize as it had been a stressful few weeks and it was perfectly natural for even her to forget something so inconsequential in light of what they were trying to accomplish. The reminder that they were trying to seal her away again nearly caused her to slip and expose the charade, but thankfully she managed to keep her composure, giving rarity a reassuring smile and thanking her for her understanding. Finishing off the remainder of her coffee Rarity stood up and walked past Midnight and excused herself to go and get dressed. Not really caring if she was naked or not Midnight none the less decided that it would probably be a good idea for herself to get dressed and headed downstairs to get the clothes that were left in the changing room.

...

After the two women had gotten dressed they said their goodbyes to one another, Midnight walked away from the Boutique and leaving her back to it and Rarity she allowed the facade to drop, returning to her proper self. Walking down the street Midnight couldn't help but let her mind wander, thinking of how many ways she nearly screwed up her own plan by allowing the facade to slip like it did. Cursing her lack of self-control, she decided that as soon as she got home, she would properly practice playing Twilight, hopefully preventing her from slipping in the future. As she continued to walk down the street Midnight ignored the annoyed calls of those she pushed out of her way with her telekinesis, not believing that she should not have to move out of the way for those beneath herself. All of a sudden one of the people that she absentmindedly pushed out of the way walked in front of her and blocked her from continuing forward. Ignoring the man in front of her she tried to force her way past him, but the man was having none of that and grabbed her by the arm. Not in the mood to deal with this fool she picked him up with her telekinesis and threw him across the street, removing him as an obstacle and continuing on her merry way while relishing in the confused and even terrified looks she was getting.

After a few more incidents of people trying to stop Midnight in the middle of the street, she finally reached "her" house. Stopping in front of the house, Midnight took some time to inspect the property, not having laid eyes on it herself and only having Twilight's memories to go off of, satisfied with the state of her "new" abode Midnight walked up to the front door and stepped inside. Closing the door behind her, she took a deep breath, relieved to finally have peace and quiet, the quiet Midnightlonged for was immediately interrupted when the sound of paws scraping against the floor could be heard upstairs. Before she could react Midnight was knocked back against the front door as a purple blur came flying down the stairs, Spike sat on Midnight's stomach with his tail wagging rapidly and a happy smile sitting comfortably on his face.

"Your home, your home!" Spike happily cried, completely ignoring the look he was getting, "Why didn't you tell me that you were going to be out so late? I really nervous you know!?" His smile faded and was replaced with a disappointed frown, not wanting to give the dog a reason to scrutinize her behaviour Midnight forced her rising temper down and allowed her face to soften, even smiling warmly.

"I'm sorry, Spike I only meant to be gon for a short time but Rarity and I went on our date a little earlier than we expected and I forgot to come back and tell you, I'm sorry to have worried you." To emphasize her sincerity Midnight gently scratched behind Spike's ears, getting the desired reaction out of the little dog. Spike happily leaned his head to the side, pushing his head further into Midnight's palm, giving her a better angle to continue scratching. When she finished scratching his ears, she shooed him off of her stomach and stood up dusting herself off, "Now why don't I go and get you fed before I go upstairs and get changed?" Spike enthusiastically nodded his head in response and sprinted into the kitchen, barely waiting for Midnight to follow. When she entered the kitchen, she smiled at the sight of spike sitting in front of his bowl, barely able to contain his excitement. Opening the cupboard that contained the dog food she pulled it out and was actually surprised at how heavy it was, a little unsure as to how Twilight usually filled the bowl she simply poured the food directly into the bowl and hoped that Spike wouldn't call her out. Thankfully nothing was said, and Spike dug right into his food, putting the bag away. Midnight leaned against the counter and watched Spike eat, letting a genuine smile form on her face as she watched him devour his meal. Catching herself, the doppelganger shook her head and frowned, turning away from Spike Midnight exited the kitchen and headed upstairs and toward "her" room. Upon entering the room Midnight immediately began removing her dirty clothes, leaving them strewn across the floor, she was about to turn and open up her dresser when she noticed that someone was sitting on her bed. Pinkie sat in the middle of the bead with her legs crossed, her usual smile plastered on her face, wholly ignorant of the wrongdoing in breaking into her friend's house. Taken entirely by surprise and not thinking, Midnight used her telekinesis and threw Pinkie into the wall with an audible thud and a startled cry, quickly realizing who she was hurting Midnight lightened her grip on Pinkie and eased her back over to the bed. Putting up the facade again she rushed over to Pinkie's side and expressed her sorrow at hurting her, all of which Pinkie just smiled and laughed it off and also apologized for breaking into her house.

Quickly getting dressed Midnight lead Pinkie out of her room and down the stairs where Spike was sitting, concerned for her safety after hearing the short scuffle. Seeing Pinkie come down the stairs behind Midnight Spike's concern turned to utter confusion as he wondered how Pinkie upstairs and he didn't notice. The tree of them moved into the living room, and the two women sat on the couch next to each other while Spike jumped up onto Midnight's lap, once they were all settled Midnight demanded to know how Pinkie got into her house and why she was here.

"That's easy silly, I came in through the window in your room." Pinkie's non-sealant and casual tone made it seem like the simplest thing in the world, though Midnight herself wondered how she managed to pull it off without someone calling the police on her thinking she was some sort of burglar. "As to why I'm here I wanted to invite you over to bake with me, and I thought to make it a surprise." Unaware that Midnight was barely paying attention she continued, "So come on let's go." Not waiting for a response Pinkie grabbed Midnight's arm and pulled her off of the couch, knocking Spike to the floor in the process, "Sorry for that Spike but I'm going to borrow Twilight for the day." And with that Pinkie pulled Midnight out of the front door and down the street, leaving Spike once again alone and wondering what just happened.

...

Humming a tune to herself Pinkie ignored the looks she and Midnight were getting as well as the very vocal protests coming from her friend, Midnight tried several times to break free from Pinkie, but her grip was like that of a vice press, making each of her attempts unsuccessful. Thankfully for her temper, it didn't take the two of them long to reach Pinkie home and Midnight was pulled inside very quickly, Pinkie obviously having no intention to waste time. Entering the house Midnight was instantly hit with an overwhelming feeling of nausea from the immense amount of pink on the walls. Shaking her head she closed her eyes for a few minutes, allowing the nauseous feeling to pass before reopening them, this time the sight of the walls didn't make her sick and she was able to move about the house with little issue. Noticing that Pinkie had let go of her arm Midnight looked around for her, but she wasn't in the room, hearing a noise coming from another area of the house which seemed to be the kitchen Midnight turned the corner and saw that Pinkie was standing with her back to her and in the process of undressing. Confused she walked up to Pinkie and tapped her shoulder making her jump and turn around, being asked what it was she was doing Pinkie explained that she liked to bake naked and whenever her family wasn't around she would take the chance. Hearing Pinkie's explanation Midnight thought to herself that she might actually enjoy her time here, following Pinkie's lead she got undressed as well, and the two women threw on an apron and began to bake.

Several hours of baking later and Midnight exited the kitchen, removing the apron and throwing it on the floor in frustration before sitting down on the couch slowly. No matter how hard she tried she was unable to get any of Pinkie's recipes right, even when the doppelganger was shown precisely what to do by Pinkie Midnight would screw it up the second she wasn't being directed, something as simple as a batch of cookies were absolutely decimated by her inability to bake. Exiting the kitchen and seeing her friend in such a melancholy stated Pinkie wondered what she could do to brighten her mood, thinking through several ideas she finally decided on the one plan of action she knew would work, Walking over to Midnight she knelt down and looked her in the eye.

"Twilight I want you to stay here and sit on this couch until I call you. Under no circumstances are you to come into the kitchen, understand?" The uncharacteristic seriousness coming from Pinkie caught Midnight by surprise, and while confused she ultimately nodded her head in agreement. Happy in her friend's agreement Pinkie's smile returned and standing back up she practically skipped back into the kitchen, almost immediately the sounds of pots and pans clanging together could be heard. Feeling as if Pinkie told her to stay on the couch just so she could bake uninterrupted. Midnight attempted to stand up and head into the kitchen to give Pinkie a piece of her mind, but as soon as she did Pinkie reappeared around the corner and made an I'm watching you move with her hand before telling her to sit back down. Crossing her arms Midnight sat back down and slumped in her seat, frustrated at not knowing what Pinkie was doing. Another hour later and Pinkie finally called Midnight into the kitchen, standing up she rubbed her eyes at having nothing to stare at, but the pink walls caused her eyes to hurt somewhat. Entering the kitchen Midnight stopped dead in her tracks at the sigh in front of her, Pinkie laying on the table was completely naked and covered in chocolate sauce with many different pastries set up all around her, "Oh there you are, well what are you waiting for? Dig in." Still confused Midnight just stood there in light of Pinkie invitation, which she wasn't exactly sure what Pinkie's intentions were. Midnight asked Pinkie what it was she had in mind and in response, she laughed, "What do you think we were going to do once we finished baking, now come on don't be shy." When Midnight didn't move and continued to stand where she was Pinkie sighed and explained, "I saw how bummed out you were from burning everything you tried to bake so I thought eating the pastries baked while having sex might cheer you up!" Now knowing what was intended Midnight smiled, happy Twilight's friends kept on making things so easy for her.

Midnight circled the table her prey was laying on trying to decide what pastry she was going to eat first. Stopping next to Pinkie's head she picked up a can of whipped cream and held it in her hand, turning it over several times before finally deciding what she was going to do. Placing the nozzle over Pinkie's breasts, she covered each one in whipped cream before moving down and covering her cock as well. Once Pinkie's cock was sufficiently covered Midnight opened her mouth, but instead of taking Pinkie's cock into it she stuck out her tongue and pressed it to her stomach. Slowly she began to run her tongue along the length of Pinkie's stomach, accumulating a fair amount of the chocolate sauce on her tongue and causing Pinkie to start giggling. Stopping just under Pinkie's brests Midnight lifted her tongue off of her torso and moved closer to Pinki's head, hovering over her for a second before closing the distance and pressing her lips to Pinkie's. Tasting the chocolate sauce, she Immediately began to twirl her tongue around Midnight's, feeling all over in an attempt to get all of the sauce on her tongue. Midnight pulled her mouth away from Pinkie's and started to move back down her body, but was stopped when Pinkie asked her to open her mouth and stick out her tongue. Not sure what her prey had in Mind Midnight shrugged her shoulders and agreed to the request by opening her mouth and sticking out her tongue as Pinkie asked, suddenly and mush to Midnight's surprise Pinkie's head shot up and she wrapped her mouth around the presented tongue, sucking vigorously. Startled Midnight pulled her head back instinctively, but Pinkie grabbed the back of her head and held it in place, for a solid two minutes Pinkie continued to suck on her friend's tongue, and when she was sure she had managed to get all of the remaining chocolate sauce off of it she let go of Midnight's head.

Now that Pinkie was satisfied Midnight stood back up and walked over to the other end of the table, stopping she ran her finger along the length of Pinkie's cock, coating her finger in whipped cream and chocolate sauce she brought it up to her mouth and wrapped her lips around her finger. Consuming the cream sauce combination Midnight remover her finger from her mouth as sensually as she could before bending over and taking Pinkie's cock into her mouth. Bobbing her head up and down she ran her tongue all over the phallus, licking up the whipped cream and chocolate sauce with enthusiasm, once Pinkie's cock was clean Midnight removed it from her mouth and began to pay attention to her balls. Taking one into her mouth she used her tongue to roll it around before moving on to the other one, out of the corner of her eye Midnight noticed that Pinkie's cock began to twitch, so she released the ball in her mouth and once again took in Pinkie's cock, ready for her to cum. Almost as soon as Midnight wrapped her lips around the phallus did it erupt, several large spurts covering her mouth with Pinkie's seed. Removing the cock from her mouth Midnight stood back up and left Pinkie's cum in her mouth savouring the surprisingly sweet taste of it, Swallowing she noticed that Pinkie was sitting up and staring at her, a smile wider than all of her other sitting on her face.

"So, Twilight did you like the taste of my chocolate creamsicle?" Pinkie burst out laughing, amused by her own joke. Midnight took a deep breath and placed her hand over her mouth, trying as hard as she could to not laugh, when the moment passed she attempted to return to her usual demeanour, but Pinkie's continue laughter made it very difficult. After nearly five minutes of rolling on the on the floor after falling off of the table Pinkie finally calmed down, her laughter slowing and subsiding. Picking herself up off of the floor she grabbed Midnight by the shoulders and pusher her onto the table, pushing a pulling she positioned Midnight on the table just right so she could have the easiest access for what was next. Standing between Midnight's legs, Pinkie placed her cock just outside of her pussy and readied herself to pierce her friend with her cock when they both heard the sound of the front door unlocking.

Pinkie looked around frantically for any way she could get them out of this situation, any way to avoid having to explain what they were doing. Midnight, on the other hand, was sitting up, resting on her elbows watching Pinkie panic with an amused smile, finally seeing the perpetually happy Pinkie in a state of panic. To Pinkie it was almost as if time had stopped, her heart racing a mile a minute and the opening door was the signal of her doom, as soon as the door was unlocked it flew open and Pinkie's older sister Maud Pie stepped inside. Standing in the doorway, Maud had a clear view of the kitchen and the two of them, Continuing to panic Pinkie spat out excuse after excuse, trying to explain the situation and apologizing to Maud, much to Midnight's own confusion. Maud just stood there staring at the two and not saying a word, suddenly she started to walk over towards the two and much to Midnight's surprise starred to undress. Midnight's confusion only continued to grow, so the doppelganger looked from Maud to Pinkie, looking for any sort of explanation, but instead, she saw that Pinkie's attention was focused solely on Maud and that she was starting to smile again. Though Pinkie's sister showed no hint of emotion Midnight still felt a sense of unease as Maud got closer, her instincts telling her to run, but Midnight ignored them as she wouldn't allow herself to run from anybody. Fully naked and standing next to the table Maud looked down on Midnight, looking up at Pinkie's sister Midnight could have sworn she saw a glint of jealousy in her eyes, all of a sudden Maud shoved Midnight off of the table, knocking her to the floor and getting up onto the table herself, taking up the position Midnight was just in. Looking between the two Pinkie wasn't sure how to proceed as Maud was her sister and even though they may have done some things in the recent past neither of them had gone this far before, Maud continued to lay in front of her exposing herself, tempting Pinkie and slowly eroding her self-control. Deciding to throw caution to the wind Pinkie moved away from her spot she meant to head upstairs to get a condom, but as she passed Muad she grabbed her arm a shook her head, silently telling Pinkie not to bother. Looking between her sister and the stairs a few times she shrugged her shoulders and walked back over to her position between her sister's legs.

While the two sisters did their whole song and Dance Midnight picked herself up off the floor and watched as the two siblings began to fuck. Pinkie was thrusting in and out of her sister like a maddened beast while the stoic and quiet Maud threw her head back, moaning and screaming like a banshee, she was so loud that Midnight was convinced that the neighbours and anyone walking by would be able to hear them. Looking for any way to shut Maud up her eyes fell on the can of whipped cream and eyeing it she got an idea, Maud's eyes shot open in surprise when she felt something was put into her mouth. Looking to the side, Pinkie's sister saw that Midnight was holding the can of whipped cream in her hands, a devious and wicked smile on her face. Before she could say or do anything, her mouth was filled with the whipped cream, caught off guard she tried to spit the cream out of her mouth, but every time she did Midnight would just fill it all over again. When she continued to spit out, the whipped cream Midnight let out an exacerbated sigh and climbed up onto the table, determined to shut her up. Straddling Maud's head, she lowered herself down onto her face while once again filling her mouth with the whipped cream, tossing away the can she closed the distance between Maud's mouth and her pussy, muffling the sound of her moans.

"There that's better, now why don't you start giving me some attention? I mean it's only fair, after all, you did shove me to the floor, and it really hurt!" When Maud didn't do anything except stare blankly at her Midnight rolled her eyes and sighed, unamused she pinched Maud's nose and cut off any way for her to breath, "If you don't start licking I'm not going to allow you to breathe, now lick!" Midnight's tone brokered no argument as she practically snarled at her. Maud glared at her for a moment, but since she was unable to breathe, she started to lick at her folds. Midnight smiled at the sight of Maud's glare fading as it was replaced with a look of obedience, Maud tried to be as attentive as she could but found it a little hard with Pinkie thrusting away like a maniac. Maud stopped licking and started moaning again, annoyed Midnight leaned back and painfully pinched one of Mauds' nipples causing the woman to cry out in pain, though thankfully for Midnight her cries were still muffled, looking down she gave Maud a look that told her every time she stopped it would happen again. Coming to grips with the fact that she wasn't in any position to refuse Maud returned to her ministrations, pleased that she understood Midnight released her grip on the nipple and lightly traced her finger around it as well as giving it a few light flicks and squeezes as a reward for her obedience. Midnight was close to reaching her limit, and by the sound of Pinkie's panting and grunts, she was sure that she too was reaching hers, noticing that the woman on top of her was reaching her limit Maud paid extra attention to her clitoris, determined to get her off of her. Almost immediately Midnight arched her back and came, spraying Mauds face with her juices and a small amount of whipped cream that had been left inside of her when Maud started to lick. At the same time Pinkie had fully reached her limit and sprayed her sister's inner walls with her seed, a few powerful spurts later and Pinkie was finished. Going limp she removed her cock from her sister and took a few steps back before leaning against the wall to catch her breath, Midnight got off of the table and joined Pinkie next to the wall while watching as Maud got off of the table. Placing her hand on her stomach, Maud smiled to herself than making a sharp turn ran upstairs.

Catching her breath Pinkie pushed herself off of the wall and went about cleaning up as if nothing had happened and she simply made a mess. Midnight, on the other hand, walked back into the living room and sat down on the couch, trying to process what had just happened. Five minutes later and Pinkie came into the living room and sat down next to her smiling like she usually did, whether it was she or Twilight trying to fight her way out Midnight actually felt some concern for the two sisters.

"Are you sure that was a good idea, Pinkie? going in raw like that, what happens if she ends up pregnant? I'm sure there's no way you two could explain that to your parents." Her question seems to confuse Pinkie for a second or two before she responded.

"Why ever would my older sister allow herself to be so careless as to do that on an unsafe day?" Midnight didn't know whether to be impressed by her trust towards her sister or in shock of how nieve she could be, though of course, she didn't see the twinge of jealousy her sister displayed, or she was being willfully ignorant, whatever the reason it wasn't of any concern to her. Standing up she went into the kitchen and got dressed, out of the corner of her eye she noticed a container sitting on the counter, walking over to it she noticed that some tape on the lid had Twilight written on it, opening it up she saw that it was an assortment of the pastries that Pinkie baked. Picking up the container she placed it under her arm and walked back into the living room and thanked Pinkie for the pastries before excusing herself, telling Pinkie that she had to go home and feed Spike, "It's alright I understand, have a safe trip back home." Midnight nodded her head before heading out the door, "Oh and thanks for coming over and indulging my impulsive behaviour, I appreciate it." Turning around Midnight once again nodded her head and told her that she had fun before turning around and heading home.

Chapter Seven: A Caring Touch

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.

Chapter Eight: Be Honest With Yourself

Opening her eyes Applejack at up in her bed, resting on her elbows she shuffled herself until her back pressed against the headboard. Raising her arms above her head, she stretched to rid herself of the stiffness her body felt. When she finished, she allowed her ars to fall and rest at her sides and looked out the window. Smiling to herself she watched as the sun began to rise over the horizon, and while the crack of dawn might seem like a ridiculous time for someone to wake up, especially for a young woman in the middle of the city. The Apple family were self-described farm people through and through, even if they didn't live on a farm. Throwing the blanket off of herself Applejack felt the cold morning air against her naked body, and as soon as she did a chill ran down her spine making the woman shiver, not that she disliked the feeling.

While Applejack was a person that strived to be honest and greatly disliked it when people lied, but if she told anyone about her fetish, she would never live it down and told everyone who asks a lie, never revealing she was an exhibitionist. Just the feeling of the air against her bare nipples and cock were nearly enough to send her over the edge. During gym class when they were required to change into a different pair of clothing, it took all of her willpower not to get on her knees and stoke her self in front of her classmates. At the pool, the park, the middle of class, even downtown in the middle of the day when there were dozens upon dozens of people, Applejack felt the nearly overwhelming need to masturbate and expose herself in front of others. Whenever she would begin to experience these urges, Applejack would get this vacant expression on her face and would start to drool. Her friends would quickly notice, asking her what was wrong, and forcing her to lie to them, which made her feel incredibly guilty, but what could she do? It wasn't like she could tell them that she wanted to rip her clothes off and have them take her right then and there in front of so many people, she was sure that they would be repulsed by such a notion, possibly even getting a long-winded speech from Rarity about manners and such. A sudden knock at the door brought Applejack back to reality, but before she could say anything the door started to open.

"Hey, AJ Breakfast is-" Big Mac stopped dead in his tracks when he saw his sister standing in the middle of the room, clearly aroused by how hard her cock was. Thankfully for Big Mac, it wasn't the first time he had walked in and seen a large phallus almost as big as his standing at full attention between his sister's legs; otherwise, it might have traumatized him, and the first time might have done it if he wasn't so laid back. Thoroughly embarrassed by Big Mac walking in on her Again Applejack grabbed her bedspread and pillow, using the blanket to cover herself and the pillow she threw at her brother who blocked it by closing the door.

"Go damn it, Big Mac! How many time must ah tell ya to wait till ah answer before opening the door?! Applejack yelled at the now closed door hoping that her brother was still within earshot. Letting out an exasperated sigh Applejack threw the blanket back onto the bed and walked over to the dresser so she could get dressed for the day.

...

Stepping out of the house, Applejack took a deep breath, enjoying the smell of the morning air and dew on the grass, Putting her stetson on her head Applejack headed off to do her chores. Just as with getting up a the crack of dawn the Apples liked to give themselves tasks to do once they woke up to help feel like they were on a farm, there was a pen with a few pigs, but none of them could agree that that was enough to emulate the feeling they wanted. Most of Applejack's morning consisted of feeding the few pigs they had, mowing the lawn when necessary, cleaning out the pool in the back yard, and a whole bunch of other menial tasks. Applebloom was too small to do anything significant and just helped out when she could, and Big Mac, being the only one with a full-time job took on the duty of getting everyone up and ready for the day. Since Granny Smith was too old, and much like the rest of her friends their parents didn't live in Canterlot, Big Mac took up the role of her and her sister's guardian.

About an hour or two later and Applejack finished her chores, and decided that she would go and walk around the small wooded areas around the house to kill some more time. For whatever reason that Applejack could never understand Canterlot was built in a mountainous region, which wouldn't be all that unreasonable for a small town But Cnterlot was a full city. Not only that but it was the capital of the province she and her friends lived in, and even though Cnterlot was a city, there were a large number of forested areas the closer that you got to the mountains, and thankfully for the exhibitionist, her house was on the edge of the city and closest to them. Whenever she would finish her chores, Applejack liked to go to the wooded areas and walk around, preferably naked as the day she was born. Walking up to the edge of the forested area Applejack took a look behind her to see if either Big Mac or Applebloom were outside, and when she saw neither hair or hide of them, she smiled and started to undress.

Now stark naked, Applejack placed her clothes on a stump that sat just outside of the woods. Reaching behind the stump, the farm woman pulled out a sheet the same brown colour as the stump she placed out here a while ago to cover her clothes. Once she was sure, her clothes couldn't be spotted Applejack took one last look at the house before walking into the woods until the house was no longer in sight and blocked by the trees around her. Once she felt completely isolated, Applejack leaned back against a tree and took her rapidly growing organ into her hand. Just this simple act alone was nearly enough to sen her over the edge, taking a breath she allowed herself to calm a little before running her hand up and down the shaft. No matter how many times Applejack did this the pleasure she felt never decreased, and this was only her hand, she could scarce think of what it would be like to do this with someone else. Continuing to stroke, her cock Applejack used her free hand to grope her breasts, harshly twisting and tugging at the nipples. Though it was a simple masturbation session Applejack was in heaven and was soon humping her hand with the need to release her seed.Not much longer now, oh please someone come and notice me, watch as ah stroke my cock and cum all over myself while you watch in bewilderment. No longer able to hold back her oncoming orgasm Applejack closed her eyes and stopped holding back. Just as it had been the last few time, she had done this the feeling of cumming while outside where anyone could see her nearly made the farm woman pass out. When she was finished Applejack released her cock and put all of her weight against the tree, panting heavily and all but ignorant of what was going on around her.

"Oh, now my clothes are wet and sticky. You really should pay better attention to where you point that thing, Applejack." Hearing a voice Applejack nearly had a panic attack, but quickly calmed down and rationalized that it was just her imagination playing tricks on her. Opening her eyes she expected to see no one standing in front of her, but much to her horror her friend Twilight Sparkle was standing there covered in her cum.

"Oh ma god, Twi, ah'm so sorry. Ah didn't mean to do that to yah, please don't tell the others about this," Applejack pleaded, even getting on her knees to beg her friend for her forgiveness. The farm woman's begging was interrupted when she felt fingers on her chin lifting her head.

"I'm not mad, Applejack, on the contrary, I would say this is a rather pleasant surprise! I was having a hard time figuring out what we could do on our date, but now I know." Applejack was going to ask her "friend" what she was talking about when her words were caught in her throat as she watched Midnight begin to undress. Slowly the doppelganger shed her cum stained clothing piece by piece like she was a stripper entertaining her clientele. Starting with her top, she undid the knot that shortened her blouse considerably, exposing her breasts and letting it fall off her shoulder naturally. Moving on to the next article of clothing Midnight turned and faced away from Applejack and bent over, giving the other woman a clear view under her micro-skirt before easily sliding it off and letting it drop to her feet. Kicking the skirt away Midnight lifted her legs one by one and slowly removed her shoes and socks as agonizingly slow as she could. All that was left was the G-string that barely covered the doppelganger's most private of areas, hooking her fingers around the waistband she began to pull them down when she suddenly stopped. Getting an idea Midnight turned and faced Applejack and smiled, and before the farm woman could ask her what she was doing the doppelganger closed the distance between the tow and pressed her body against her, pushing their breast together and causing the other woman to blush at her forwardness. "Why don't you give me a hand with these, I find they tend to bunch up whenever I take them off by my self, and I would rather not fight to get them untangled," Midnight whispered into Applejack's ear.

Swallowing the lump that had built up in her throat, Applejack nodded absentmindedly and waited for Midnight to take a step back before getting on her knees. Hooking her fingers into the waistband, the farm woman slowly started to pull them down, only stopping to straighten out the garment when it started to bunch up. With her vision filled with the sight of her "friend's" bare legs, Applejack found it hard to restrain herself and began to trial kissed down the doppelganger's legs. Feeling the farm woman's lips in her legs, Midnight released a lust filled sigh and lightly pushed on Applejack's head, silently telling her to go faster. Getting into the mood herself and not wanting to disappoint Applejack nodded and began to remove the G-sting at an increased pace, excited to see what her "friend" had in store for her.

When the G-string was around Midnight's ankles, she stepped out of them and waited for the farm woman to hand them to her. Taking the garment from her "friend" the doppelganger tossed them over her shoulder without a second thought, no longer caring about her clothing as she had bigger things on her mind. Now that they were both naked Midnight took a step back looked the other woman up and down, appreciating the sight before her. To say Applejack had a well-developed body would be an understatement, while she didn't have a bust size as large as Pinkie, Rarity or Fluttershy. She did have bigger breast than Rainbow Dash, but the one thing that stood out the most was her muscles. Being that she along with her entire family were self-proclaimed farm people it was only natural that Applejack would have some, and while they weren't as large a Bib Mac's, they were still large enough that she would be able to overpower her easily. Just the thought of being roughly taken by applejack made the doppelganger wetter than she had been before.

Shaking her head to clear her thoughts, Midnight took Applejack by the hand and began to lead her toward the edge of the wooded area before she could ask any questions. Seeing that they were getting closer to the forest edge, Applejack put two and two together and tried to pull herself out of Midnight's grasp.

"Twi, stop! We Can't just go an walk around the farm naked, what if Applebloom were to see us? Ah'v been caught by Big Mac enough already, and ah don't want Applebloom to know ah'm an exhibitionist, nor do ah want her to know ah have a cock!" Applejack pleaded, hoping to get through to her friend. Thankfully this seemed to do the trick as Midnight stopped in her tracks, but when she turned around the smile on her face made Applejack's heart sink.

"Oh, so you mean to tell me that you don't want to take the risk of Applebloom seeing you?" Midnight asked with a sly smile, knowing that it would get the gears in Applejack's head turning. "Imagin it, walking out of this little forested area and going wherever you want, completely naked and at the mercy of whoever might see us." As midnight continued to paint a picture Applejack could feel her heart start to beat faster and her cock was becoming even harder, almost to the point of being painful. The farm woman was nearly there, Midnight could practically feel it herself, but there seemed to be just a little bit of rational thought holding her back. Tapping her chin, she pondered a way to destroy that rational side for a moment when a lightbulb went off on her mind. "How about this," she said, drawing applejack's attention. "Why don't we do a little trial run? We leave our clothes here and walk towards one of the other forested areas on the other side of your property, and if you still feel like the risk outweighs the arousal you feel I will call this off, and we will find something else to do, deal?" Midnight asked holding out her hand. The rational side of Applejack's brain was screaming to her that this was a trap, but it was a small vice compared to the irrational side that was telling her to accept, so against her better judgement the farm woman took the Doppelganger's hand in her own and shook.

"Alright, Twi you've got yerself a deal, but if we get caught by Applebloom and ah have to explain mah third leg here, you'll have to help me with mah chores for a whole year!" Though having to help Applejack and her stupid family with their chores was not something Midnight would want to do, she was confident that the farm woman would be unable to resist the temptation. Especially when the doppelganger cast a simple enchantment to increase the arousal and pleasure Applejack would feel when she wasn't looking.

Even though she willingly accepted her "friend's" offer, and her arousal was making it hard to think straight, Applejack was none the less scared of getting seen by Applebloom. To hopefully alleviate her fear Midnight offered to go first and confidently stepped out of the treeline before turning back and beckoning the farm woman to follow. Taking a deep breath Applejack pushed her fear aside and walked stepped out from behind a tree and walked out of the forest. The effect was immediate, standing in plain view of the house with her naked body on full display was near intoxicating, and as much as she tried to deny it: Applejack wanted more.

Noticing that Applejack's legs were shaking Midnight placed a reassuring hand on her shoulder and beckoned her to take the first genuine steps on their trial run. Nodding the farm woman took a shakey and instead step, then another, then another until her legs were no longer shaking and the sheer amount of pleasure she was feeling replaced her fear. Turning back around to thank her "friend" for the push she needed, Applejack realized that she had already made it about halfway toward the house without even noticing. Seeing the farm woman finally realize where she was, Midnight practically skipped her way towards her, the final piece of the puzzle was about to be put into place, and she would be free to enact her revenge on this world, and it's inhabitants.

When Midnight reached Applejack's position, she patted the woman on the back and congratulated her on her bravery, saying that it wasn't always easy to live out ones larges sexual fantasy. Upon hearing her "friend's" kind word Applejack turned her head away and blushed, resulting in a genuine laugh from the doppelganger.

"Okay, Granny, Big Mac ah'll be back later Scootaloo and I are gunna go to the arcade." Both women's merriment instantly vanished upon hearing Applebloom yell from the front porch. Panicking Applejack was pleading for her "friend" to do something, but all she received from her was a knowing smile. Understanding what that smile meant Applejack opened her mouth to tell her off, but before she could utter a single word Midnight got on her knees and took the farm woman's cock into her mouth. Already aroused beyond any reasonable limit the second she felt the doppelganger's lips around her cock, Applejack came on the spot, surprising the other woman and nearly choking her. Managing to swallow the seed quick enough Midnight released the farm women's cock and gave it a few light strokes to keep ti har before looking up at her.

"I would never have guessed you would be such a quick shot, Applejack," Midnight said with a chuckle, earning her a light smack on the side of the head.

"Oh, hardy har, Twi. Now let go before Applebloom sees us!" Applejack pleaded as she looked over her shoulder watching her younger sister walk down the driveway. She tried to pull away from Midnight, but the doppelganger kept a firm grip on her cock, preventing her from moving. Once again Applejack looked over her shoulder and watched to make sure Applebloomdidn't notice them, and thankfully it seemed like she didn't as she disappeared from view without ever saying a word to them. Feeling like she was safe Applejack let herself relax and allow all the tension flow out of her body, which came out as another orgasm, splashing the doppelganger in the face once again surprising her. Letting go of the Farm woman's cock Midnight stood up and started to scoop all of the seed off of her face, slurping it up greedily once her face was clean, all the while Applejack stood there and watched. Now that this ordeal was done and over with Applejack started to walk towards the house so they could end this trial run when she was stopped by Midnight grabbing her hand.

"No, no. By this point we are way past the trial run, now we do something even better!" Midnight stated as she started to pull Applejack back towards where they left their clothes, leaving Applejack with a terrible feeling in the pit of her stomach.

...

How did ah allow her to talk me inta this? Applejack thought to herself as she and Midnight drove down the main road of downtown Canterlot in Big Mac's truck, trying to sink into the leather seat so no one could see her. Quickly looking to her right Applejack eyed her "friend" who unlike her had no qualms about anyone seeing her, and opposite to her would be hanging halfway out of the window if Applejack hadn't made it a rule that she couldn't do that before getting in the truck. Somehow Midnight managed to convince Applejack that it would be a good idea to go downtown stark naked, and not only that but she also convinced her to ask Big Mac if they could borrow his truck. After she asked it almost looked like he was going to say no, but Midnight stopped him by whispering something into his ear. His eyes went wide and nodded furiously before disappearing into the bathroom with the doppelganger. After a few minutes, they came out, and Big Mac had a stupid grin on his face while Midnight was whipping her mouth, it didn't take a rocket scientist to figure out what they did. After Big Mac managed to wipe that stupid grin off of his face, he handed them the keys, and they both got in fully clothed before stipping in the truck half way there. Seeing the light up ahead turn from yellow to red Applejack pressed on the brakes, and the truck slowly came to a stop.

Sighing Applejack rested her head on the top of the steering wheel and waited patiently for the light to change to green, that was until she felt a hand on her cock. Snapping her head to the right the farm woman opened her mouth to ask her to stop, but the look on her "friend's" face was all she needed to know to tell she wasn't going to back down. While it wasn't as bad as when Midnight used her mouth, Applejack still had to bite her bottom lip to prevent herself from crying out moaning loud enough for the people around them to hear her. Thankfully for the farm woman, the light turned green and the doppelganger let go on her cock so she could focus on driving. Shifting her eyes around Applejack had the strangest feeling that they were being watched, but n matter where she looked no one was staring at them. Shrugging her shoulders, she rationalized that whoever it was must have either felt it was better to say nothing and move on, or they had gone home to masturbate over what they saw.

Ten minutes later and the two women had reached their target location, a small hardware store both she and her brother would frequent on occasion that had a back parking lot that no one used, on the other side of an alleyway. Pulling into the parking lot Applejack turned the ignition off and let out a long drawn out breath, her confidence rapidly draining away and wondering if they really should go through with this. Feeling her partner in crime's resolve fading, Midnight placed a reassuring hand on her shoulder and looked into her eyes, and as they stared into each other eyes, Applejack could feel her confidence returning. Taking a deep breath she nodded to the doppelganger, and they both opened their respective doors and stepped out, though Applejack took a little longer than Midnight as she had to close her door so didn't slam it on her cock.

Though it was still relatively early in the morning, Applejack could see a rather large amount of cars and people driving and walking by the alleyway entrance. However unlike in the car Applejack didn't feel her confidence fade away at the sight of so many people, in fact, it seemed to go up as did her arousal, though it was most likely she was just being blinded by how utterly aroused she was right at this moment. Taking one last deep breath, the farm woman nodded to the doppelganger, and the two of them made their way toward the entrance of the alleyway. As the two of them got closer to the entrance none of the crowd seemed to pay them any mind, whether it was because they didn't care they just didn't notice neither of them could say, but if it was because they didn't see them there was no way to miss them once they exited the alleyway. Every single man woman and child stopped dead in their tracks when the two women exited the alley, mouth agape in shock. Some children pointed and laughed while others asked their parents why the two of them were naked in public, all the while their parents tried to pull them away. Other women looked at the two of them in disgust, not know ing that this was only arousing them further. Men seemed to have the most varied reaction, while some were just a disgusted as the women, most of them couldn't believe this was happening. A small minority had smiles on their faces and their pants tented, but the one thing that all of them had in common was the surprise on their faces when they noticed Applejack's third leg.

Uncaring of what the crowd thought of her Midnight tapped the farm woman on the arm and with a gesture of her head started to walk down the street, followed closely by Applejack. As the two women walked, the crowd would part like water around a stone, not wanting to touch or be touched by the two exhibitionists, skipping down the street to make her breast bounce Midnight would occasionally look back and smile at the embarrassed but aroused face of Applejack, finding it utterly adorable. Pehapse I'll make her and Fluttershy my pets rather than torture them when I'm back at full strength. she thought to herself.

Continuing to follow her "friend" Applejack refused to look any of the crowd in the eye for fear that she would cum on the spot if she did. The fact that her cock was near ready to burst that it was almost painful didn't help the farm woman all that much. Sensing her partner's dire situation Midnight stopped skipping and slowed down, so she was walking right next to Applejack, and "accidentally" brushed her hand against her cock. This few seconds of contact was all that it took, and the farm woman's cock erupted spraying her seed all over her self and the sidewalk in front of her. All around the two women the crowd gasped, disgusted and appalled at their depravity, especially Applejack, as even though she tried to hold herself back still had a bliss filled face after the deed was done. Managing to regain her bearings after her intense orgasm Applejack glared at the doppelganger so hard that if looks could kill she would be roasting the dioppelganger alive. Ignoring the farm woman's glare Midnight got down on her knees, trailing her tongue across Applejack's stomach, lapping up the cum that the farm woman got on herself. Once she got Applejack clean of her cum the doppelganger didn't was a second longer and took her "friend's" cock into her mouth, eliciting another gasp from the crowd. As Midnight began to bob her heads up and down on Applejack's cock, the farm woman took the time to look around the assembled crowd, and much to her surprise a large number of them had their hand down their pants and skirts, uncaring if the others noticed. It was almost like her and Midnights' arousal, and lack of shame was spreading throuout the crowd like a virus. Finding it incredibly hard to hold herself back under the intensity of these stares Applejack once again came, filling the doppelgangers mouth with her seed.

Removing the cock from her mouth Midnight stood up and pressed her lips to Applejack's, giving the farm woman a taste of her own cum. For several minutes o the two women 's tongues battled for dominance inside their mouths, swapping the farm woman's seed as they did. When they finished they pulled away from each other, a string of cum still connecting them until they were far enough apart for it to break on its own. Looking around the two women realized that they weren't the center of attention anymore as the people in the crowd were to busy pleasuring each other.not liking this turn of events the two of them decided to return the crowds attention to themselves. Grabbing Midnight by her thighs, Applejack lifted the doppelganger into the air and spread her legs wide.

"By the way, Twi I hear from Rainbow that ya like to take it in the rear, and that ya like it rough." Applejack whispered into the doppelgangers ear before roughly driving her cock into her backdoor. The howls of pleasure coming from Midnight drew the attention f the crowd back to them, but even though this was what they wanted neither of them cared anymore. Not even remotely worried about breaking her friend Applejack began to pound away furiously at the doppelganger, resulting in her throwing her head back and howling to the heavens. So far all Applejack had was hands and a mouth, but the tightness she felt when she fucked her "friend" in the ass made her knees go weak and she nearly fell over. Unable to stand this feeling for too much longer Applejack gave the doppelganger a few more extra hard thrusts before releasing her seed deep into Midnight's bowels. The pleasure the two women felt was so great that Midnight nearly passed out from how good she felt, and as soon as Applejack came her knees gave out, and she fell onto her back, dislodging the doppelganger from her cock. Both women laid on the sidewalk content at what they did, neither of them hearing the sirens rappidly approaching where they were.

Chapter Nine: Midnight Confrontation

"Come on, Rarity! Do we have enough or not?" Rainbow Dash asked for the dozenth time, her repeated questioning getting on the fashionista's nerves.

"For the last time, Rainbow Dash we'll know if we have enough when I'm finished," Rarity bluntly stated before continuing to count. Being shut down by her friend, Rainbow crossed her arms and pouted. Now that her friend was finally quiet, the fashionista finished counting and was quite pleased they did indeed have enough for the bail. Handing the money over to the officer behind the desk, the women waited as he counted himself to double check. Once the officer finished, he told the women to go and sit while he called for their friend's release.

About ten minutes later, two officers came out of a room escorting the two women the others were waiting for, not showing the slightest bit of shame about being arrested, Midnight confidently strutted out of the room, even running her hand under one of the officer's chin. Applejack, on the other hand, kept her head down and her face hidden behind her bangs, clearly embarrassed due to her arrest. Thankfully it seemed that the police had gone to their homes and got the two women some clothes as none of the others had a key to their places, and getting them some clothes would have proven difficult. Standing up the four met them halfway and thanked the officers before escorting their two friends out of the building.

The second the group were out of the building, the four attempted to coax the reason for why they did what they did out of their friends, but Midnight was unnecessarily vague, and Applejack wouldn't even look them in the eye let alone tell them anything. Due to the location of their arrest, Big Mac's truck was still in the alley, the two women left it in, and so the six women were unable to use it to get home. After a brief discussion, the group all decided that since Midnight's was the closest, they would all go there for the night rather than walk through the city in the dark.

...

The walk from the police station to Mindight's house was rather uneventful, other than the nasty looks she and Applejack were receiving from the crowd. Either they were people who heard about what happened, or they were there when Midnight, Applejack and the other orgy participants got arrested; whatever the case was, the four women weren't taking any chances and watched the crowd like a hawk. Much to their surprise though not one of the people attempted to accost the two women and allowed them to continue on their way.

Throughout the trek, the four women continued to try and get their friends to tell them anything, but just like in front of the police station they got nothing. Applejack was even looking worse than she did a half hour ago, and looked like she was on the brink of a nervous breakdown. All the while, Midnight was humming a tune to herself and practically skipping down the street, leaving the others to wonder why she was so happy. Having enough of this Rainbow stormed towards her "friend" and grabbed her by the shoulder.

"What the hell is wrong with you, Twi? A.J is back here freaking out, and you act like you don't even care!" Stopping dead in her tracks the doppelganger turned her head and looked over her shoulder, making sure to keep the look of utter contempt hidden behind her bangs. Looking past the pastel blue woman, Midnight eyed her partner in crime and just as she said, she didn't look too good. Though she could care less about whatever issues one of Twilight's friends had, the doppelganger was to close to completing her goal to allow her contempt to get in the way. Taking a deep breath, she pushed all of her anger and hatred for these women to the back of her mind and tried to look as sorry as she could.

"Your right, Rainbow, I was just so happy to get out of there that I completely forgot about Applejack," Midnight said before pushing past Rainbow Dash and making her way over to the farm woman. " I'm so sorry, Applejack, I didn't even consider your feelings in all this, I hope you can forgive me?" Midnight asked in as sorry a tone she could muster; thankfully, this seemed to do the trick, and for the first time since being released, Applejack lifted her head.

"It's alright, Twi ah don't blame ya fer being happy about no longer being arrested. Ah just don't know how ta tell ma family about this? Granny Smith is gonna tan ma hid for this, ah'm sure about that!" Applejack shuddered a little after her explanation and seemed to brighten up a little, but she still refused to talk all that much once they started walking again.

...

It was rather late when the group arrived at Midnight's, the sun had set a while ago and the street lights coming on. Reaching the house, Midnight pulled her heys out of her pocket and unlocked the door, ushering the others in first before stepping inside herself and relocking it. Before she could turn the lights on, Midnight was knocked over by an unseen assailant. The doppelganger was about to fight back and slug her attacker in the jaw out of instinct. She only reason she didn't do this was because she felt a tongue run across her cheek. One of the other women hearing their friend fall to the floor flicked the light on and revealed the assailant to be Spike.

"Why do you keep on staying out so late and not tell me?" The little purple dog whined as he stopped licking Midnight's face. "You know how much I worry, and why were the police here anyway?" Allowing herself to relax a little, Midnight placed her hand on the dog's head and scratched behind his ears.

"I'm sorry, Spike. I would have called, but I'm pretty sure the police wouldn't believe I was calling my talking dog, and as for why the police were involved, that is something we need to discuss," Midnight explained as she picked Spike up off of her chest and started to stand up. "Let's go inside and get more comfortable, and I'll tell you what happened, alright."

After the group moved into the house proper, Rarity and Fluttershy went into the kitchen and prepared tea for everyone, and they all gathered in the living room. As they explained the situation, the purple dog listened diligently, not once interrupting the story until it was finished upon which he asked one question: why. Though they all expected this sort of inquiry from Spike, none of them knew how to answer, and once again Midnight was incredibly vague. For an uncomfortably long time, an awkward silence lingered in the room, that was until Applejack could no longer take in and spoke up.

"Because it's ma fetish alright! Ah, like ta be seen naked, exposed for all to see. Ah, love it when ah'm being watched as someone fucks me, alright! Is that good enough of an explanation for you?" After the farm woman's outburst, another awkward silence descended upon the group until they heard a soft whine. Turning their heads towards the source, the group saw Spike trying to look as small as possible with his ears pinned back.

"I'm sorry, Applejack, if I had known it was a sore spot for you, I wouldn't have asked." Taken aback a little Applejack looked around the room, and the looks she was getting clued her into what she just did, especially the death glare she was receiving from Midnight.

"Ah'm sorry, Spike ah didn't mean ta snap at ya like that, ah'm just a little ashamed ma self right now." Applejack quickly explained as she picked up the purple dog and hugging him. This act seemed to do the trick as Spike looked up and licked Applejack on the cheek. The other women in the room all let out a relieved sigh and smiled, all except for midnight who continued to glare at the farm woman and barely managed to stop herself from tearing her throat out.

...

After the slight altercation between Applejack and Spike quickly resolved itself, Midnight suggested they all go upstairs and get ready for bed. Almost immediately after this suggestion, Rarity brought up the fact that none of them had any sleepwear at which the doppelganger just scoffed. It wasn't like any of them needed pyjamas of any other kind of sleepwear around one another as they had all seen each other naked at some point or other, and when she pointed this out, the other women agreed and quickly began to stip. To say that Spike received the sight of his life would have been an understatement, though he wasn't so keen on the fact they all had cocks. His night got a little better when Fluttershy picked up the little dog in a hug, pressing him between her breast. Seeing all of Twilight's friends in their birthday suits, it took all of the doppelganger's willpower not to pounce on them then and there. Heading upstairs, the group of women pulled some spare blankets and pillows out of the linen closet and placed them all around Midnight's room and conversed until they were no longer able to stay awake.

Sitting on her bed, Midnight looked upon the sleeping forms of her "friends," drool leaking out of the side of her mouth. It would be all to easy. They're so helpless when they're asleep, but then again it's no fun if I can't see their faces contort with pleasure, or hear them scream my name. Midnight thought to herself. Remembering a seed, she had planted a few days ago the doppelganger slid off of the bed and carefully tiptoed her way over to Fluttershy. Looming over her target, the doppelganger looked the woman up and down, paying particular attention to the already erect cock standing at attention. Midnight wondered what sort of dream she was having and if it had something to do with a certain purple dog. Speaking of Spike, the doppelganger saw that he wasn't pressed between Fluttershy's breasts. Looking around the room, Midnight spotted him curled up next to Rarity with her pressing him into her breasts. Shaking her head and rolling her eyes at the dog's crush, she returned her focus to Fluttershy. The doppelganger carefully got to her knees and straddled the sleeping women, positioning herself so that her pussy was lightly rubbing against the tip of Fluttershy's cock. Grabbing the woman's shoulders, Midnight gently shook her "friend" awake.

"Twilight, what are you-" Fluttershy's words were cut off when midnight placed her and over he mouth. Raising her hand, she put her index finger over her lips, silently telling her to keep quiet. Nodding her head, she waited for her "friend" to remove her hand. "Twilight what are you doing?" Fluttershy asked again, and in response, the doppelganger wiggled her hips slightly. Feeling something move against the tip of her cock, Fluttershy quickly looked down, and when she saw how close Midnight was to being impaled on her phallus, she looked back up. "We can't do that here, what if the others wake up?" She asked in a hushed whisper, to which the doppelganger shrugged.

"If they wake up, they wake up. What's the big deal?" Midnight retorted with a throaty chuckle. "You wouldn't want to deny your mistress her desire, would you?" She asks with a knowing smile. The effect was immediate, and all of Fluttershy's reservations and worries vanished in an instant. Nodding her head, Fluttershy smiled up at her mistress and waited for her to do whatever she wanted to do. "That's a good pet. You remembered your place." The second Midnight uttered those words, Fluttershy's cock released a few spurts of her seed onto her mistress' ass. The doppelganger looked over her shoulder and eyed the cum and her rear for a moment before returning her attention to the woman below her, and the look of shame and embarrassment nearly made Midhgit's heart skip a beat.

"I-I'm sorry, mistress, it's just that when you called me your pet it made me so happy, and I couldn't help it," Fluttershy explained, her eyes on the verge of tears. Sighing Midnight raised her hand and flicked the shy woman on the head.

"I'll forgive you this time, but the next time you cum without permission, I swear that you'll regret it! Do you understand?" Midnight asked her pet, who quickly nodded her understanding. "Good, now let's begin." Without warning, Midnight impaled herself on Fluttershy's cock; requiring her to practically jam her fist into her mouth to stop herself from screaming out in pleasure. With reckless abandon, the doppelganger bounced up and down on the woman's cock over and over again, each time she came down; she would pick up speed. The way Fluttershy's face contorted with pleasure spurred Midnight to go further, leaning forward she took on of Fluttershy's nipples between her teeth, biting down on the nub of flesh. The sudden feeling of pain made the woman gasp and whimper around her fist; she went back to moaning once her body adjusted to the sensation. Not wanting her pet to become used to the pain, Midnight alternated between each nipple in random intervals, occasionally bitting down harder than usual. As she continued to bounce, Midnight could feel her pet's cock twitch inside of her uncontrollably, removing the nipple from her mouth, she leaned forwards some more and whispered into Fluttershy's ear. "Are you close, my pet? Do you want to cum? Do you want to paint the walls of my pussy with your seed?" Midnight asked her pet, who nodded her head vigorously. "Well, your not allowed to just yet," she said with a chuckle. Leaning back, she nearly burst into laughter when she saw the childish pout on Fluttershy's face. "Now don't give me that face, you haven't managed to satisfy me yet, once you do you can cum." Once again, Fluttershy nodded her head. Grabbing hold of the doppelganger's hips Fluttershy asked her mistress for permission to do what was needed, and getting it, she pushed Midnight onto her back and vigorously thrust into her mistress, eager to please her. Over and over again, the woman pounded away at her mistress, the feeling of her pussy was almost addictive and made never want to stop. At this point, it had nearly become painful for the woman; her desire to please her mistress spurred her on past her limits, but unfortunately, it was a losing battle.

"Please, mistress let me cum I don't think I can hold out much longer," Fluttershy begged, tears staining her cheeks. Realizing that there was no way her pet was going to last, and as much as she would love to punish her, this wasn't the time and place for it. Midnight gave her pet the permission she was seeking, and she did what her mistress said she wanted to do and painted her inner walls with her seed. Spurt after spurt filled the doppelganger's pussy until she was starting to feel a little bloated.

When her pet finally stopped cumming, the doppelganger pulled the woman's cock from her pussy and placed her hand over it so that none of her seed would leak. Standing up, she lightly pushed her pet over with her foot and walked forwards slightly so that her lower lips were over Fluttershy's face. Not needing a command, Fluttershy opened her mouth, stuck out her tongue and waited for her mistress. Smiling at how well behaved her pet was Midnight lowered herself down so that her pussy was hovering just over the other woman's face and removed her hand. Not missing her cue Fluttershy dove right in and immediately got to work, using her tongue to scoop her seed out of her mistress. With each drag of her tongue, the shy woman would go deeper and deeper, never getting enough of the taste of her cum mixed with her mistress' juices. The sudden noise of someone getting up startled the two women. Midnight looked over her shoulder and saw that Rarity was standing there and staring at them. Knowing where this was going to lead to, the doppelganger put her fingers in her ears and waited for the inevitable. Almost as soon as she plugged her ears, she could her the muffled sounds of rarity's screeching.

Hearing their friend's screaming, the three remaining women all shot up and looked around the room in a panic. Upon spotting what had made their friend so upset she had to yell, the fear and panic got replaced by anger. Here they were in this situation because of her and Applejack's inability to control themselves, and here she was doing it again and right in the middle of them while they all slept. When the three of them stood up, Fluttershy backed away from her mistress and tried to explain, but they were having none of it and told her to sit down. Of course, when they demanded midnight follow suit so they could reprimand her, she stayed standing in defiance. Tired of this charade, she began to build up some magic, and with a wave of her hand, she and the other five women were taken away from the house to a separate location.

...

Down at Canterlot High, a bright, blinding light went off for a second, depositing five women in front of the school. Dazed and confused, the five women stood up off of the ground they were unceremoniously dropped on and looked around. Seeing that they were at the school, they thought that this might be a shared dream, that was until Midnight stepped out of a portal, no longer looking like Twilight, and looking like her true self. Seeing the corrupted form of their friend standing before them, the five women all shook off their confusion and quickly got ready for whatever the doppelganger was planning. The fact that these women thought they could do anything to her while still missing a key component made Midnight laugh.

"Do you honestly think any of you are a match for me?" Midnight asked in-between fits of laughter. "You all barely won the first time, and only succeeded because of your friendship, and seeing that Sunset isn't here I don't think you can use that again." To hammer the point further, Midnight once again built up some magic in her hand; this time she fired a spell that would leave the women immobilized so she could do what she wanted with them. Without any hesitation, Rarity jumped out in front of her friends and conjured her shield, deflecting the bolt of magic back at the doppelganger before creating a protective bubble around them. Caught off guard by what just happened, Midnight barely managed to absorb the spell before it struck her in the face. "Well, I'll congratulate you on your achievement, you managed to surprise me. You still can't oppose me and won't win!" The doppelganger said, no longer amused by the women's resistance.

"Yeah, and what makes you say that?" Rainbow Dash asked. "To me, it looks like you can't do anything to us." The smug satisfaction laced through Rainbow Dash's words broke the camels back, and last remaining amount of Midnight's patience evaporated.

"Fluttershy, you mistress requires your services! Break that god damn shield!" Midnight yelled at the woman in question, and upon hearing her mistress' command, Fluttershy went blank-eyed for a moment before Mindight's spell took effect.

"Yes, my mistress," Fluttershy said with a smile and a salute. Dong as her mistress commanded, Fluttershy walked p behind Rarity and grabbed hold of her breasts, squeezing and kneading them. Instantly Rarity's concentration wavered, and the bubble started to flicker.

"Fluttershy wha-what on earth are you doing?" The fashionista asked as her friend fondled her breasts. With her focus divided, Rarity did her best to block out Fluttershy's action and concentrate on her shield, but her friend was determined to see her fail. Snapping themselves out of their stupor the three remaining women finally reacted and attempted to pry Fluttershy off of the fashionista. With her mission in jeopardy, Fluttershy picked up the pace of her groping and even took hold of her friend's cock, vigorously running her hand along its length, all the while Midnight patiently waited for the inevitable. Thankfully for the doppelganger, she didn't have to wait long as with her oncoming orgasm, Rarity was unable to concentrate on her shield, and it fell. Not wasting her one opportunity, Midnight cast a spell at the ground where several cables and wires shout out and wrapped around Rarity. Each of the wires wrapped around her limbs and the cables coiled around her waist and torso and lifting her into the air. Midnight looked up at the trapped fashionista and smiled when she saw her trying to fight the pleasure she was feeling. No longer having a target, Fluttershy shook off her other friends and skipped over to her mistress' side, who began to affectionately stroke her cheek.

"Good job, my pet. I do believe you deserve a reward," Midnight said to the brainwashed woman who stood and waited for her reward with barely contained glee. The doppelganger got on her knees and kissed the tip of Fluttershy's leaking cock before wrapping her lips around it. Now that Midnight was distracted the three remaining women crept their way over to the spot underneath their suspended friend. Looking up, the three women could see that the wires and cabled had somehow changed shape, and now many of them resembled a cock. Rarity was currently being rocked back and forth as one of the cable cocks was roughly face fucking her, while another was pounding away at her ass. One both sides of the fashionista were two of the fake cocks, and she was actively jerking them off. On occasion, the three women could see that the cables were even shooting spurts of cum onto Rarity, some of it would also drip off of her and fall to the ground, nearly landing on the women below. The three women all agreed that they saw enough, and each one of them took hold of a cable and began to pull. A sudden fireball streaking through the air between the three stopped them from completing their plan. Turning their heads in the direction from where it came, they all saw that Midnight had stopped sucking Fluttershy's cock and was glaring at them. Not wanting to get singed the three slowly backed away from the cables and returned to their original spot.

Once she was satisfied that they weren't going to try anything else stupid, Midnight returned to her ministrations on her pet's cock. Midnight pulled the phallus from her mouth and gave it another kiss on the tip before slowly running her tongue along the length of it. Fluttershy was in heaven as every single inch of her mistress' mouth felt like velvet, and wherever she took her cock into her mouth, it felt like it changed to fit her organ perfectly. Feeling her pet's cock begin to twitch in her hand, Midnight put it back in her mouth and ran her tongue all over the head. No longer able to hold herself back any longer, Fluttershy's cock erupted and spilled her seed on the doppelganger's tongue. When her pet was finished cumming, Midnight once again pulled her cock from her mouth, but she didn't swallow; instead, she stood up and loomed over her pet. Her hands shot out and took hold of each side of Fluttershy's head, feeling a little panicked, the brainwashed woman looked up at her mistress. Relax, my pet. I have no ill will towards you and want to reward you for your service. Now open your mouth and stick out your tongue, Midnight said inside Fluttershy's mind. Calming down Fluttershy did what her mistress asked of her and opened her mouth and stuck out her tongue. Looming over her pet, Midnight opened her mouth and the seed from her pet slowly flowed from her tongue to Fluttershy's.

A sudden blur out of the corner of her eye drew the doppelganger's attention away from her pet. The second she turned her head to look in the direction she saw the blur, Midnight got struck from behind. Not prepared for the attack and the sheer force behind it, Midnight lost her balance and fell forward, her face smacking into the ground hard enough that it broke her nose. The doppelganger got back up onto her feet and tentatively touched her nose, and when a slight surge of pain was the result, she knew for sure that it was broken. Pinching her nose between her index finger and her thumb, Midnight wrenched it from side to side, putting it back into place. Before the doppelganger could do anything, she got blindsided again; this time, though she was ready for it and held her ground. Again and again, Midnight's attacker would strike her from where she wasn't looking; unfortunately for them, they were beginning to become predictable. Midnight stuck her hand out and wrapped her fingers around the throat of her assailant when they ran at her. Rainbow Dash kicked and struggled to free herself from the doppelganger's grasp, but no matter how hard she fought the grip around her throat wouldn't loosen.

"So good of you to join us, Rainbow Dash," Midnight said with a mockingly friendly tone. "You know what? I'm feeling rather generous, so I'll let you choose whether or not you receive punishment for defying me or a reward for submitting. What do you say?" The doppelganger cockily asked the speedster, but all she got in return was a defiant spit in her face and smile from the woman. Furious at the brazen lack of disrespect displayed, Midnight punched rainbow in the stomach, knocking the wind out of her before slamming her onto the ground. The doppelganger placed her foot on Rainbows throat and pressed down on it hard enough to stop her from escaping, Forcing the woman to focus on breathing and not on doing something stupid that would force her hand. Now that the speedster was no longer a threat, Midnight tapped a finger against her chin and began to think up an appropriate punishment. Mabey I should kill her, that would undoubtedly show the others the price of defiance, but that's no fun, and If I do that I lose a plaything. Oh, I know! The doppelganger Lifted Rainbow Dash off of the ground with her magic and left her suspended in the air while she concentrated on something else. Opening her eyes, Rainbow saw that Midnight had her back turned to her; thinking this was the perfect opportunity to attack she tried to move, but as soon as she tightened her muscles fo the strike, a massive jolt of electricity coursed throughout her body. The pain was immense, and the speedometer wailed as the painful shocks forced her body to twitch and spasm, which resulted in even more electricity running through her body. Looking over her shoulder, Midnight flashed Rainbow a sadistic smile for a moment before returning to her task. A minute later and the doppelganger had finished doing what she was doing and turned to face her captive with a massive dildo in her hands.

Seeing the thing in the doppelganger's hands, and knowing what she intended it for, Rainbow Dash began to panic and attempted to flee, resulting in more painful shocks. There was no way in hell she was going to let midnight use that thing on her, so she did her best to ignore the pain, but it was a losing battle as each movent sent more electricity coursing through her muscles. The fake phallus in Midnight's hands was twice the size of the one Twilight used on her after their date, and not only that, but it also had spines running all along the shaft. Don't worry, Rainbow Dash, I won't allow this to harm you too much, hell you might even come to enjoy the pain. Hearing Midnight's voice in her head, the speedster stopped struggling and glared at the corrupted form of her friend. Revelling in the look she was receiving from the other woman, Midnight waved her hand in front of Rainbow Dash and cast several spells on her. The first was to increase her pain tolerance so that she could still feel the pleasure she was supposed to. The second was to make sure she wouldn't die at any point during her punishment, and the last one was to turn her entire body into an incredibly sensitive erogenous zone. When she was finished casting her spells the analytical side of her brain that she and Twilight both shared went into overdrive and told her to see if the final worked or not. Running a finger over the skin of Rainbow's inner thigh, Midnight was happy to see that even this was enough to get the woman to cum on the spot.

Satisfied with the results of her spell, Midnight lined the head of the dildo up with Rainbow's back door and gave the woman a cocky smile before ramming it in. As the oversized dildo entered her, Rainbow Dash instinctually tried to move away, which once again resulted in electricity coursing through her body; only this time she didn't just feel the pain, but a massive wave of pleasure at the same time. Unable to handle the two different feelings, Rainbow's eyes rolled to the back of her head, and she opened her mouth to scream, but the only noise that came out was a moan of both pleasure and pain. Looking down, Rainbow could see and feel the head of the dildo start to push against her stomach, and it wasn't even halfway in yet. As Midnight continued to insert the toy further, the speedster could feel the spines run across the walls of her rectum and dreaded what it would feel like when the doppelganger decided to pull it out. Rainbow Dash was saved from her torture when a stop sign flew through the air, nearly hitting the doppelganger in the head. Furious, Midnight dropped her plaything onto the ground and began to look for her attacker frantically. She quickly spotted Applejack not far off on the sidewalk, standing next to a hole where the stop sign was but a few moments ago.

"Get away from her ya bitch!" Applejack yelled before charging the woman. Growing bored with how easy these women were making it for her, Midnight charged up a spell that would instantly turn the farm women into her obedient bitch, but before she could cast it something squishy hit her in the back of the head and exploded. Dazed by the explosion, Midnight stood completely still to try and clear her head, when she managed to regain some semblance of focus the farm woman grabbed her and subsequently suplexed by her. Feeling several things pop and move out of place form how hard Applejack slammed her onto the ground; the doppelganger laid there and as she attempted to recover from the attack. Looking over she shoulder, she could see that Pinkie Pie had a ridiculous number of confectionary treats arranged around her. Midnight would have questioned where and how she got them here so quick, but she knew that there was little point in trying to figure out anything when it came to Pinkie. What the doppelganger did question though was how she could create such explosions; sifting through Twilight's memories, Midnight learned that Pinkie Pie could make any pastry that touched her hands explode. Groaning the doppelganger pushed herself back up, her back and joints cracking several times as the regeneration spell she cast on herself before confronting twilight's friends put everything back into place. The second she stood up, Midnight got hit with an exploding pie that left her dizzy, and while the world around her was spinning Applejack took the opportunity to shoulder check her. Rapidly losing her patience, the doppelganger shook her head clear and cast a levitation spell on Applejack, pulling the farm woman towards her. Her magic was interrupted when she was hit on the arm by another exploding pie. Midnight could see Pinkie already preparing another pastry out of the corner of her eye, and not wanting to get it by another explosion, she lifted Rainbow Dash off of the ground and held her out like a shield. Seeing her friend in the line of fire, Pinkie stopped her attack and dropped the pastry in defeat. Seeing how effective her living shield was, Midnight turned and held her out in front of her when she heard Applejack start to approach her, and in an instant, the farm woman stopped dead in her tracks and glared at the doppelganger. Smiling to herself, Midnight walked over to Fluttershy and whispered a command into her ear. Upon receiving her orders, the brainwashed woman nodded her head and proceeded to skip over to where Pinkie was standing while her mistress focused on Applejack.

Not knowing the meaning of the word quit, Pinkie Pie was aiming a cupcake at the doppelganger's head, but each time she thought she had a good shot Fluttershy would get in the way of its trajectory. Over and over again, this would happen, and she would be unable to support Applejack while she dealt with Midnight. While Pinkie had her attention entirely focused on hitting midnight, she failed to notice that Fluttershy wasn't only blocking her throws, but was also getting closer and closer until they were practically nose to nose. When she was in close enough proximity to her target, Fluttershy lunged forward and tackled her friend to the ground, wrapping her arms around her torso and pinning Pinkie arms to her side. The second the two women were on the ground, A struggle between the two began. Pinkie tried her hardest to free her arms and push Fluttershy away so she could help Applejack, but just like when they tried to pull her off of Rarity, her strength was unmatched, and she wouldn't budge. Though for the moment she was winning, Fluttershy knew that at any moment things could change due to Pinkie's uncanny talent for pulling off the impossible, so she leaned forward and closing the distance between their lips kissed her friend, passing on the compliance spell that Midnight had cast on her to the other woman. Even with the spell cast on her, Pinkie continued to struggle against her friend's grip, but as each second passed, she could feel her will to fight fade and be slowly replaced with the desire to submit to the doppelganger. When Pinkie Pie finally stopped struggling, Fluttershy pulled her lips away from her friend's, inwrapped her arms from her torso, and got up to sit on her knees to watch her friend for any signs that the compliance spell didn't work. Feeling the weight of her friend lift off of her, Pinkie sat up herself, and with her thought filled with nothing but erotic imagery of her and her fellow pet serving their mistress, pounced on the other woman and roughly shoved her cock into her ass.

While Pinkie and Fluttershy were doing their thing, Midnight was on the other side of the parking lot, looming over a defeated Applejack who stood her ground and glared at the doppelganger defiantly. If there is one thing I have to give her credit for is that she's undoubtedly brave. Midnight thought to herself. Circling the defeated woman, Midnight began to think of what she wanted to do to the farm woman when Rainbow Dash groaned, drawing the doppelganger's attention to her. With sadistic thoughts running through her head, Midnight turned her head to Applejack and smiled before floating Rainbow in-between them.

"I have a proposition for you, Applejack," The doppelganger said as she slowly pulled the dildo out of Rainbow Dash which made the woman tense up as the spines pulled against her rectal walls, and tossed it to Applejack. "If you take my place and give your friend the punishment she deserves, I'll let all of you go, and I'll even release Fluttershy from my service. What do you say?" Hearing Midnight Sparkles proposition, Applejack stared blankly at the woman for a few moments before tossing the dildo away.

"Now why in tarnation would ah agree ta that? Besides how will ah know if ya will honour the agreement or nor?" The farm woman asked, taking a challenging step forward.

"You won't. All you'll have to go on is my word," Midnight said in response.

"Then why should ah agree to this?" Applejack asked again, turning away from the doppelganger and crossing her arms.

"You'll agree because if you don't, I'm going to continue having my way with you and your friends!" Midnight growled, taking a step forward and forcing Applejack to back away in fear. "I'll break each one of you until you are all nothing but drooling husks of meat that can only think of pleasing me, that is why you'll agree!" The venom in the doppelganger's voice convinced Applejack that she was telling the truth. Midnight watched with delight as Applejack's shoulder slumped as she excepted her fate and began to think it over; though she didn't think that the farm woman would agree, and fight to the bitter end, Midnight still liked the thought of her agonizing over the decision all the same.

"Alright, ah'll do it," Applejack said with a defeated sigh, surprising the doppelganger. With a stupified expression on her face, Midnight watched as Applejack walked over to where she threw the dildo and picked it up. Turning the synthetic phallus over in her hands several times, Applejack allowed the reality of what she was about to do properly sink in before turning to face her friend. Releasing a long drawn out sigh, the farm woman walked over to her friends and gave her an apologetic smile and pat on the leg. "Ah'm sorry fer this, Rainbow Dash," Applejack apologized to her friend before shoving the dildo into her as hard as she could. The second the dildo entered her, Rainbow threw her head back in a silent scream, the dual feelings of pain and pleasure running through her body at full steam. Once again surprised, Midnight stared wide-eyed at the scene in front of her. She expected Applejack to ease her friend into the punishment in one last stance of defiance; it seemed she was wrong. In a bid to end this nightmare as fast as she could, Applejack pulled the phallus out slightly and quickly shoved it back in. The farm woman lifted her other hand and reached out to take hold of her friend's cock, but she stopped when Midnight grabbed her wrist.

"This is a punishment; there will be no jerking her off to counteract the pain!" The doppelganger sternly explained. With an annoyed huff, Applejack nodded her understanding and put her hand back down when Midnight let go of her wrist. Going back to the task at hand, the farm woman roughly pumped the dildo in and out of her friend over and over again until Rainbow's mind could no longer stand it, and she passed out. Pulling the fake phallus out of her friend one last time, Applejack tossed the thing aside and turned to face the doppelganger.

"There! Ah, did what ya wanted, now let us go like ya promised!" Applejack demanded of the woman. Smiling, Midnight bent her knees so that she was face to face with the farm woman, and leaning forward, she whispered into her ear.

"I lied." Quickly realizing how much danger she was in, Applejack jumped back and attempted to get as much distance from the doppelganger as she could, unfortunately, Midnight knew this would be her course of action and effortlessly grabbed her by the throat. With the final target in her grasp, the doppelganger took her time and thoroughly thought about what she wanted to do to her, wanting to enjoy her victory as much as possible.

"Midnight!!"

Growing increasingly tired of these interruptions, Midnight spun around to face her challenger and was surprised to see Sunset Shimmer boldly making her way over to her. Looking between Applejack and Sunset, the doppelganger weighed her options, and after a few moments decided she would rather deal with the fiery-haired woman first. She dropped Applejack onto the ground and magically bound her to the earth so she wouldn't escape.

"Well, well, well. What do we have here? Midnight mockingly asked as she started to circle Sunset. "A lone women come to meet her fate, perhaps?" Not allowing herself to be intimidated, Sunset stood her ground and defiantly glared at the doppelganger, confident her talks with the other Twilight gave her what she needed to end this nightmare. "So what shall it be, Sunset Shimmer?" Do we fight to the death? Do we talk thing ut like civilized people, and you make me realize that what I truly wanted was friendship?" Midnight temporarily stopped her circling to throw her head back and laugh at the ridiculousness of her question. "Or perhaps you have some Deusexmachina that will take me down in one fell swoop?" The doppelganger asked sarcastically.

"Keep on guessing; I'm never going to tell you what I have planned. Just know that your reign of terror is going to be short-lived. Sunset declared.

"Perhaps, but I do feel that I should warn you that it won't be an easy victory!" Without another word, Midnight snapped her fingers, and a bright and blinding flash of light went off, leaving everyone except for herself unable to see. Sunset rubbed her eyes in an attempt to speed up the return of her sight, but she was unfortunately still left unable to see and was forced to stand there and do nothing while Midnight laughed maniacally. Slowly Sunset's eyesight began to return, and the things around her started as nothing but blurry shapes. Suddenly the fiery-haired woman was lifted into the air, and still unable to see correctly she began to struggle; immediately she was slapped across the face with enough force to wrench her head to the side rather painfully, and not wanting that to happen again Sunset stayed utterly still until her sight returned. Once her eyesight had fully recovered, Sunset found herself only a few inches from Midnight's smiling face. Feeling like something wasn't quite right, Sunset shimmer looked down at herself and noticed that she was naked; not only that, but she was also missing the cock between her legs. Not entirely surprised that Midnight would pull this kind of stunt, Sunset looked around the "battlefield" and saw that she wasn't the only one that was missing her cock. Pinkie and Fluttershy were particularly perturbed as they were in the middle of fucking one another when theirs vanished. Sunset returned her attention to the doppelganger, and the smile in her face made her skin crawl. With a simple nod of her head, Midnight signalled for Sunset to look down; knowing what she would see, and against her better judgment the fiery-haired woman looked down and as soon as she did she wished that she didn't.

In place of the doppelganger's pussy was an enormous cock. I was massive, easily several times larger than her and her friend's, and based on what some of the other women from school had said, theirs were already rather impressive. In all honesty, Sunset didn't think that even with all their cocks combined would they be as big as Midnight's. Swallowing the lump that had built up in her throat, Sunset looked back up at the doppelganger and her knowing smile. It was painfully apparent to the two of them that there was no way in hell that the slab of meat in-between the doppelganger's legs was going to fit without causing some damage, not like that would deter Midnight in the slightest. Feeling her resolve begin to wane, Sunset took a deep breath and reminded herself why she confronted Midnight in the first place.

"Alright, doppelganger, do your worst!" Sunset boldly demanded. Being referred to as a doppelganger stuck a nerve with Midnight, but since she was already going to make this woman suffer, she let the insult slide. Having a hand in front of the woman, Midnight cast a spell on her. Feeling the magic was over and through her, Sunset wondered what Midnight had done to her and glared at the doppelganger.

"Oh, don't give me that look," Midnight said with a chuckle. "All I did was make sure you won't pass out or die at any point, though I should warn you that it won't dull the pain in any way, I want you to feel every bit as much pain as I did the day you locked me away in Twilight's subconscious!" Midnight growled. With the lines in the sand drawn, Midnight began to lower Sunset onto her cock. Sunset Shimmer took a deep breath and waited for the inevitable pain that she was bound to feel. The doppelganger could see the fear etched onto the other woman's face, and so decided to go as slow as possible to drag out her fear and eventual pain. Soon the tip of Midnight's cock began to push against Sunset's reformed and unused pussy, even just the tip of the phallus was stretching Sunset quite a bit. After a few moments of forcing her down, the head of Midnight's cock slipped inside and stretched the virgin orifice unnaturally. Almost immediately did Sunset pass out, but the spell that Midnight cast on her woke her back up so that the torture could continue. Feeling somewhat generous, Midnight stopped shoving the other woman further onto her cock and held her still, allowing her to get accustomed to the girth. With the slight reprieve, Sunset focused on her breathing and taking deep breaths; she slowly became accustomed to the pain. Without warning, Midnight shoved the fiery-haired woman down onto the rest of her cock. The motion was so sudden that Sunset's brain lagged behind a couple of seconds on what just happened, and she just stayed there for a few moments before releasing the loudest shriek that any one of the group had heard. Midnight threw her head back and cackled like a madwoman at the sound of Sunset's pain. This time Midnight didn't allow Sunset Shimmer to get accustomed to the pain and began to thrust in and out of her roughly. The pain Sunset felt was so immense that the only thing she could do to mitigate the pain even a little was to say as till ash could and allow the doppelganger to use her like she was a toy for her gratification. "Oh my, where did all that bravado you showed me earlier go?" midnight asked with a cackle. "Perhaps we bit off more than we could chew?" The doppelganger emphasized her point by thrusting into the firey-haired woman with a little bit more force. "How about this, if you agree to be my pet willingly, I'll go easy on you and make sure you feel pleasure from this," The doppelganger whispered into Sunset's ear. Parts of Sunset's psyche screamed at her to take the offer, but she pushed those thoughts to the back f her mind and looked up at Midnight defiantly.

"I won't give in to temptation, Midnight Sparkle!" Sunset Shimmer defiantly stated.

"Welp, it's your funeral then," Midnight coldly retorted. The doppelganger resued her thrusting with renewed vigour, each one causing the tip of her cock to push against Sunset's stomach considerably. With one final, mighty thrust, Midnight released her seed deep inside of Sunset Shimmer. Immediately, the woman's belly became distended from the sheer volume of cum that the doppelganger was releasing. With the available space quickly taken up, the rest of Midnight's seed had nowhere to go and spilled out around her cock, creating a large puddle of cum at the doppelganger's feet. Feeling her orgasm winding down, Midnight pulled her cock free from Sunset and sprayed her body with her seed, covering her from head to toe in the white substance. When she finished, Midnight unceremoniously dropped the fiery-haired woman onto the ground and stood over her in victory. "Are we feeling alright? do we need a little rest?" Midnight asked Sunset in a baby voice, mocking her one last time before she broke her. Barely managing to hold onto consciousness, Sunset looked up at the doppelganger and spat a glob of cum into her face.

"Don't be ridiculous, Midnight Sparkle! That was nothing; I'll do anything to save the woman I love from your madness even if it means I have to destroy the both of you!" Sunset spat, catching the doppelganger off guard by how much determination she still had. One thing stuck out to her the most though, and that was the fact she declared her love for Twilight. Midnight wanted to laugh at the woman lying in a pool of her cum; she wanted to be snide and jeer at her, but when she opened her mouth to say something, nothing came out. Trying to lift her hand to cover her mouth she found that her entire body was frozen and unable to move, suddenly darkness started to creep out from the corner of her eyes and obscured her vision entirely.

...

For what felt like an eternity to her, Midnight was left unable to see and was starting to get annoyed. After a few more minutes of nothing, the doppelganger finally lost her patience and was just about to start throwing a fit when the darkness began to recede. With her sight returned, she looked around and found herself in the void that made up Twilight's subconscious. Why am I back here!? Was that Sunset Shimmer's plan all along? That fucking butch! When I get out of here again, I'm going to vaporize her! Midnight angrily thought to herself, but when she calmed down a little, she knew that she was blowing hot air. It was a miracle that she managed to escape this place one and that there was little chance of them allowing her to escape again. Furious that Sunset fouled her plan for revenge so easily, Midnight began to lash out and destroy everything in sight. Firing beam after beam of concentrated magic, Midnight destroyed the islands that made up repressed and slightly forgotten memories until she fully released all of her pent up anger. With her anger and frustration spent, the doppelganger was left entirely alone in the void once again, and unable to cope with her lot in life, she broke down and started to cry.

"Never in a million years would I ever think I would see you cry." A voice sounded out from the void. Being that there could be only one other individual inside of here, Midnight frantically looked around for her. As she looked around for Twilight, the rubble that surrounded her began to swirl around Midnight for about a minute until they abruptly stopped. The debris suddenly flew towards the doppelganger, and thinking this was an attack she created a magic bubble to protect herself, but instead of hitting the shield, the rubble came together and formed solid ground beneath Midnight's feet. The doppelganger looked up from the newly formed ground at her feet and saw that the blackness of the void had turned into the azure blue of the sky.

"So it seems your not free of this place yet, and we're both trapped here," Midnight said as she turned around to see her counterpart standing behind her shaking her head.

"No, No I'm not, and our ability to get out all depends on you," Twilight stated, pointing her finger at the doppelganger.

"Me? Why on earth would I allow you to leave this place, and what did you mean by 'our ability to get out?" Midnight indignantly asked, and Twilight sighed at her question.

"Do you know why our subconscious is so fractured?" Twilight asked her doppelganger. Midnight took note of the fact Twilight used "our" again rather than "my," but she pushed it to the back of her head and shook her head to humour her counterpart. "Well, to make a long story short, it's because you and I are separate entities in the same body, but we shouldn't be," Twilight began to pace as she explained. "While I was trapped here and forced to watch you fuck my friends, I noticed a few times you didn't act like an evil power hungry psycho, but as a more unrestrained version of myself, and I think that we need to become one single entity again for us to feel complete." Taking time to think Twilight's explanation over, Midnight felt a strange sense of calm and ease wash over her, almost as if what her counterpart said struck a chord deep within her soul, and she also found herself agreeing with what Twilight said.

"I have one question for you, Twilight. Something I must know before I even think of considering what you just told me, which one of us would be the one to leave?" Midnight asked, and the look her counterpart gave her confused her.

"I think your misunderstanding something, Midnight. We've been separated for too long, and neither of us can be the one to fuse with the other. If we are to survive in any sort of way, we need to become a new entity, something that is the amalgamation of our two personalities." The finality in Twilight's voice made it sound like she was marching towards he death with open arms, convincing the doppelganger she was dead serious. Once again thinking things over, Midnight waged war in her head over the need to stay out of this blasted void and the desire for revenge against Twilight and her friends. After a long fought battle, the doppelganger's desire to no be trapped in her counterpart's subconscious won out, and she held her hand out to Twilight. Taking her doppelganger's hand in her own, Twilight pulled her into a hug as the ground fell out beneath them, and they started to descend into the depths of the void.

"Who do you think will be the more dominant side of the new entity?" Midnight asked.

"I honestly have no idea?" Twilight replied with a quick shrug. "Makes things a little interesting, don't you think?" Both women started to laugh as they began to face and merge into one another.

...

While Midnight and Twilight's conversation in their subconscious lasted several minutes, only a few seconds passed in the real world. When Twilight pulled the doppelganger into the void, she left the body a near lifeless husk that stayed utterly still. Sunset laid in the pool of cum, looking up at the body of Midnight with a confused expression. Given that this was her chance, Sunset stood up and shook the cum off of her skin and rushed over to Applejack. Much to her surprise, the farm woman was already standing up as the binds that held her to the ground had dissipated.

"Applejack, are you okay?" Sunset asked as she frantically looked over her friend for injuries.

"Ah'm fine, Sunset it'll take a lot more than that to do me in," Applejack confidently stated. Sunset let out a sigh of relief before she and Applejack made their way over to the unconscious Rainbow Dash. Quickly examining their friend, the two women were relieved to see she wasn't in any pain and was fast asleep. The two women would go and check on Pinkie and Fluttershy, but the fact they could still hear the two of them fucking like rabbits let the two of them know they were fine. Lastly, they checked on Rarity, who was no longer held in the air and was laying on the ground. The fashionista was cover head to toe in cum; not a single spot was left clean. For the moment she had a content smile on her face, but when she woke up, she was going to go ballistic with the amount of cum in her hair.

Movement out of the corner of her eye drew Sunset's attention back towards the still unmoving body of Midnight. Slowly and carefully she crept her way over, unsure if she did see it move or if her mind was playing tricks on her due to her nerves. When she was within arms reach of the doppelganger, Sunset took the chance and poked her in the ribs. When nothing happened, the fiery-haired woman shrugged her shoulders and turned away from the body. Suddenly Sunset was grabbed by the shoulders and spun back around, so she was face to face with the doppelganger. Expecting to be impaled on Midnight's monster cock again, she closed her eyes and braced herself, but the pain never came, and she felt the doppelganger's lips connect with her own. Caught utterly off guard, Sunset didn't even fight back when she felt the doppelganger's tongue run across lips seeking entrance; in fact, she willingly opened her mouth. For a few confusing moment's, Midnight played with Sunset's tongue as she pleased until the fiery-haired woman regained her senses and quickly bit down on her tongue, and wiggling out of her grasp when she recoiled from the pain.

"Alright, Midnight what's your game? Why kiss me and not..." Sunset trailed off when she looked up at Midnight and saw that she was beginning to cry, and it wasn't just that she was crying, but the fact that it was a very Fluttershy like cry, a crying that made you feel like the absolute worst person on earth gave the fiery-haired woman pause.

"I thought you said you loved me? Isn't that what people who say they love each other do?" The doppelganger suddenly asked, startling Sunset and making her jump. Playing that question over and over in her head for a few seconds, Sunset noticed that there was a slightly altered inflection in the voice that sounded nither like Midnight or Twilight, making the woman seriously question whether or not this was the doppelganger.

"Who am I talking to right now?" Is it Midnight Sparkle?" Sunset asked, and the woman before her shook her head. "Twilight?" Once again, the woman shook her head. "Then, who are you?" This question seemed to confuse the mysterious woman, and she stopped crying to think it over. While the woman thought of her response, Sunset looked her over and took not of her features, noting that she was a combination of Twilight and Midnight. She still had the black wings of the doppelganger on her back, but she was missing the horn and glasses made of magical fire. Her hair was no longer flowing like fire and had gone back to Twilight's usual style; it did still retain Midnight colouration though. Lastly, her skin had become a shade lighter but still wasn't entirely back to her friend's usual tone and was somewhere in-between.

"I don't think it's right to think of myself as an entirely different person, but both of them combined." The woman side, once again startling Sunset. "I think the name I would like to go by would be Twilight Aurora, Aurora for short," She told the other woman with a smile.

"That's all and good," Sunset said with a sigh, "But what about Twilight!?" Sunset harshly asked. The smile on Aurora's face instantly disappeared, and she looked away from Sunset.

"I'm sorry, but she no longer exists," Aurora quietly said. Hearing the answer given, Sunset felt her heart break in two, and she fell to her knees and hugged herself as she started to cry. Immediately she felt arms wrap around her in a comforting embrace. "Don't be sad; she chose her fate to make sure all of her friends were safe from her mistake." Though it didn't help all that much, knowing that Twilight did what she did to save them eased her pain a little. "She did leave a message for you though," Aurora stated, surprising Sunset and perking her up a little. "Sunset shimmer, thank you for being my friend, and I'm sorry that I caused you so much trouble. I know that you confessed your love for me, but I'm not able to accept as I need to merge with Midnight to save you all. Whatever you do, please don't take it out on the new being that we create and love her as you love me given that I'll be apart of her, but as the way, I am now I have to say goodbye." When Aurora finished relaying Twilight's message, Sunset once again started to cry, all the while Aurora did her best to comfort her until she stopped.

Epilogue: Recollecting After Ten Years

It's been ten years since my friends, and I stopped Midnight Sparkle's return for the second time. As I sit in front of my mirror brushing my red and yellow hair, I can't help but think back on those years.

After we defeated Midnight and when I learned that it also cost us our friend I was heartbroken. After getting to know the Twilight of this world, I also learned that I loved her, but she was gone, and I knew that I would never see her again. So not knowing what to do I just sat in the middle of the school parking lot and cried. I don't know how long I sat there and cried my heart out, but one thing I do know is that it probably would have been until the sun rose if it wasn't for Aurora. The second that I fell to my knees; she was there to comfort me and wrapped her arms around me in a hug. While she wasn't technically Twilight, I didn't care at the time and accepted her embrace.

After god knows how long, I finally managed to stop crying and thanked Aurora, who just smiled and squeezed me a little harder. Standing up, we walked over to Applejack and explained the situation, she was skeptical of Aurora at first, but she warmed up to her rather quickly. Rationalizing that so long as a part of Twilight was alive inside of her then she was alright in her books. We then went over to explain what happened to Pinke and Fluttershy. That was when we learned that whatever Midnight has done to their minds didn't reverse when she was defeated. Both of them rushed over to Aurora and begged for her to fuck them silly, each one hugging one of her arms. It took way longer than it should have to calm the two of them down and to get them to accept that their mistress was gone and she wasn't coming back any time soon. Unfortunately, after they agreed that Midnight was gone and that Aurora wasn't her, the two of them insisted that Aurora be their new mistress: and they weren't taking no for an answer. She tried to undo the spell Midnight cast on the two of them, but she didn't know how to control her magic, and so Pinkie and Fluttershy ended up being one last reminder of Midnight's short reign of terror.

Several weeks later and life had returned to normal, well almost. Both me and Aurora were awkward around each other for some time; I didn't know how I felt about her. I had learned that I loved Twilight, and I mean sure she was Twilight in a sense, but at the same time, she wasn't, and that was the problem. While I wasn't sure what Aurora was thinking, I was pretty damn sure she felt just as conflicted as I was. So after several weeks of avoiding one another, I managed to corner her behind the school where we had a good old heart to heart and worked out our issues. A few classes were skipped, but after a few hours, we managed to come to an understanding and even agreed to start dating. We sealed the agreement with a kiss, but unfortunately, our new relationship came with extra baggage, and I was torn away from Aurora by her pets. It took some more time, but we all managed to find an equilibrium and decided to enter a polygamous sort of relationship.

Our school life continued for a few months after that until it came time for our graduation. Everything about graduation was about what we all expected, the only thing that was out of place was the fact that a few weeks earlier both Principal Clestatia and Vice principle Luna disappeared without a trace, and nobody could explain why. After the ceremony and we were no longer students we went over to my place to celebrate, unfortunately, that was where the secret of our relationship was revealed as Pinkie pulled me in for a celebratory kiss while Fluttershy did the same with Aurora. A very heated argument broke out after that and fro the rest of the night we fought over the others over the virtues of monogamy and the sort, the fighting only ended when Aurora pointed out that if they terminated this relationship nither, Pinke or Fluttershy would be able to function normally.

A few weeks after our graduation, I soon learned that I was pregnant thanks to the morning sickness and the fact that it was starting to show. At first, I simply brushed it off as gaining weight, but when I started throwing up and craving weird things, I knew it was something else. When I told my friends that I was pregnant, they all congratulated me, all except for Aurora, who looked nervous and uncomfortable. When I asked her what the problem was, she, in a very Twilight like fashion explained how it was wrong for a child to be born out of wedlock and many more arguments lie that, that I tuned out. Now that I knew what her problem was, I made the simple suggestion that we get married, I mean I always planned on asking her at some point and now seemed like as good a time as any. Without hesitation, Aurora said yes before picking me up and kissing me. Of course, marrying Aurora meant that Pinkie and Fluttershy were also going to marry me, and I just knew that the wedding was going to be a pain in the ass.

To say meeting the parents was awkward would have been an understatement, and this was the first time Aurora met "her" parents since the night she was created. The second Night Light and Twilight Velvet entered their daughter's home, they were congratulating her, but once they set eyes on their "daughter," they went dead silent. Both parties awkwardly stared at each other, neither side knowing what to say, that was until Night Light walked up to Aurora and hugged her. After that, we sat down and explained the situation to them as best as we could, and Night Light took it rather well, even using the same sort of reasoning as Applejack; unfortunately, Velvet wasn't as accommodating of her "new" daughter and refused to acknowledge her as such. I mediately, Aurora bolted from the room and ran upstairs to her room, we could hear her slamming the door shut and the wailing sobs that came after. Both me and Night Light spent the next several hours trying to convince Velvet that if she talked with Aurora, she would see that she's not all that different from Twilight. Each time she refused to listen, and it took Night Light threatening her with divorce to get her to listen, I asked him if that was a little extreme. He explained that he didn't marry someone that would abandon her daughter just because she was different. If velvet continued to shun Aurora, then she wasn't the woman he married. After the threat was made, Velvet finally agreed to at the very least talk to her.

When she agreed to have an open discussion, I went upstairs to tell Aurora the good news. The second I opened the door, I could hear the sounds of Aurora moaning. Quickly stepping inside, so that Night light and Twilight Velvet didn't notice I saw that Pinkie and Fluttershy had the enormous cock that Aurora couldn't get rid of sandwiched between their breasts. I honestly forgot that they were here, and while I was happy that they were taking our fiance's mind off of what her mother said, I didn't like the way they were going about it. So I grabbed hold of their shirt collars and pulled them away from Aurora. After quickly reprimanding them for their stupidity, we headed downstairs and revealed the secret of our relationship to Aurora's parents. Once we had everything explained, and they were on board, we called over the parents of Pinkie and Fluttershy next. When they learned of what happened to their daughters, they weren't happy to put it lightly. Refusing to give their blessings to our marriage, they then took Pinkie and Fluttershy back home and kept them away from us.

Knowing that those two wouldn't do well away from Aurora, we both did all we could to convince their parents that it would be a bad idea to separate us, but they just threatened us with legal action if we tried to stop them. Given that there was nothing we could do, Aurora and I were forced to watch as Pinkie and Fluttershy's parents took them away. After about a week and several more failed attempts to persuade the parents of our friends to hear us out, we were losing hope of ever seeing them again. Sitting in the living room of Aurora's we were trying to think of another method to convince the parents when there was a knock at the door, Opening the front door revealed Pinkie and Fluttershy with their parents standing behind them. The two of them looked terrible, their hair was a complete rat's nest, they both had grime on their faces, and I was sure they were still wearing the same clothes they had on when their parents took them away. It was just as Aurora told the others at our post-graduation party: the two of them couldn't function while separated from her. The second the two of them spotted Aurora they perked right up and rushed over to her. Kissing and caressing her as if they had been away from her for years. As I watched the three of them, Pinkie's and Flutterthsy's parents reluctantly gave their blessing to our marriage.

The wedding planning was a disaster. There were two arguing brides, three, arguing families, and multiple suggestions on how we should proceed. Pinkie wanted to have a wedding with balloons and streamers and all the other things that usually went into one of her parties, while her family wanter one to be as traditional as one could get with no deviations at all. Fluttershy wanted to have it be outside and surrounded by nature, thankfully her parents agreed with this, and it reduced the amount of yelling a little. Aurora didn't get involved in the discussion and resolved to sit on the sidelines with me and watch the chaos unfold; unfortunately, her parents didn't follow her example. Twilight Velvet was perhaps the most vocal person here, arguing that they should have the wedding in a library to honour the memory of her daughter. Night Light tried to calm his wife, but that only seemed to spur her on. The fighting between all parties only stopped when Aurora lost her patience, and with a brilliant, while also terrifying display of magic, she scarred them all into working together instead of arguing.

The wedding itself went off without a hitch, well almost. After Auroras display of magic, the three families agreed that accommodating all of their ideas would be a nightmare to organize and so went with the Pie family's idea of a rather traditional wedding, though it was held at an outside venue to make Fluttershy happy. During the ceremony the four of us stood at the alter, me, Pinkie and Fluttershy were wearing wedding dresses while Aurora wore a tux, much to her mother's anguish. When the preacher asked if there was anyone who opposed our union, I noticed Maud attempt to stand up. Thankfully her father put a hand on her shoulder and pulled her back down. I honestly felt terrible for Maud as Aurora told me of what happened when Midnight and Pinkie had sex; the fact that she was clearly pregnant with pinkie's child made me feel even worse.

"Mommy, mommy." A voice called out, snapping me out of my thoughts. Turning in the chair towards the door, I saw my nine-year-old daughter, Sunrise Sparkle standing in the doorway rubbing her tear-stained eyes. While my daughter took after me when it came to her facial features and the colouration of her skin, her hair was definitely influenced by Aurora's with dark black hair and a light purple streak.

"What's wrong, sweetie?" I asked in a soft voice due to Sunrise's rather timid personality.

"Whipped Cream pulled my hair," she said with a sob.

"I did not!" another voice called out from behind the door before it was thrown open. Standing next to and glaring at his sister was Whipped, Cream, the son of Pinkie and Aurora. The thing that always surprised me about the boy was that he didn't take after either of his mothers; instead, he seemed to take after his grandmother on Pinkie's side and had light grey hair and skin. Unlike his sister, Whipped Cream had a rather boisterous personality, more in line with Pinkie's and was rather rambunctious.

"Did you pull her hair, Whipped Cream?" I asked with a hard and stern voice.

"No, I didn't!" The boy whined as her stomped his foot, which earned him a quick reprimand from me. "We were playing tag, and I Went to go and tag her, but I tripped and grabbed her hair by accident." Letting out a tired sigh, I looked at my daughter, who was twirling left to right. Though my daughter had a timid personality, she also had a dark side, most likely the fact that Aurora's own personalty had a bit of Midnight to it, Sunrise had a tendency to be manipulative.

"Is what your brother said true?" I asked my daughter, who reluctantly nodded. Letting out another sigh, I motioned for the two children to come closer and when they were within arms reach, I picked them up and placed them on my lap as best as I could. "Now it seems to me then no one is at fault here, so why don't we apologize and move on," I said with a smile.

"I'm sorry I pulled your hair, Sunrise."

"And I'm sorry that I tried to get you into trouble."

Now that that little issue was dealt with, I shooed the two out of the room so that I could finish getting dressed. Standing up, I made my way over to the side of the bed and kissed the cheek of my still sleeping wife before opening the dresser.

Stepping out into the hall after I was dressed, I could already hear the sounds of Pinkie and Fluttershy arguing. Ever since our children were born, both of them have been at each other's throats on how best to raise them. Fluttershy wanted to raise them in an overly sheltered and nurturing manner: explaining that it was the best way for them to become productive members of society and not get into trouble. Pinkie, on the other hand, felt that we should dictate as little in their lives as possible so that they could find out who they were on their own. Both of them would continuously ask Aurora and me what we thought was the best, and each time we gave them an answer, it was ignored because it wasn't in line with what they wanted. The stupid thing though is that a little of both methods would be the best, at least in my opinion.

Making my way down the stairs and into the living room, I saw that Pinkie was standing in front of the window, trying to ignore Fluttershy. Fluttershy was sitting on the couch with a hand on her stomach as she was pregnant with a second child. Sitting next to her was her child Blue Sky; unlike her brother and sister, she was almost a spitting image of her mother at her age, and would probably look near identical to her once she was older.

"Why must you two argue about this every single morning?" I asked, startling every occupant in the room. Turning from the window, Pinkie smiled at me and practically leaped across the room to give me a kiss. Carefully standing up, Fluttershy shuffled her way over and gave me a kiss as well.

"Good morning, is mis- I mean Aurora up yet?" She asked, thankfully correcting herself and not calling Aurora mistress in front of the kids as she promised once Sunrise was born.

"No, I decided to let her sleep in a little longer since it's the weekend," I said with a shrug. "Besides the two of you worked her pretty hard last night," I stated just above a whisper, so the kids didn't hear me.

"Aww, that's no fun," Pinkie said with a pout. "I'll go and wake her," she said, perking up at the prospect of getting the first go at their wife. Before either of us could say anything, Pinkie raced up the stairs and disappeared around the corner. I shook my head and wondered if she would eventually learn not to wake Aurora when she's not ready before I turned my attention tp Fluttershy.

"So what's for breakfast?" I asked with a smile and a chuckle when I heard Pinkie give a startled yelp.

"It's the same thing I've been trying to get right for the past few months. Have a seat, and I'll bring you some," Fluttershy side before heading into the kitchen. Doing as my wife suggested I sat down next to Blue Sky and gave her a kiss on the forehead. Fluttershy came around the corner not long after carrying a plate and placed it in front of me. "I hope the bacon and eggs are better than last time," She said with a sigh. When the four of us got married and moved in together, we all agreed that the first person awake would be the one to make breakfast. Usually, this wouldn't be much of a problem if it wasn't for the fact that Fluttershy was a vegetarian and had absolutely no experience cooking the things the rest of us like. The upside is that she was getting better every single time she cooked something like bacon and eggs. Picking up a piece of bacon from the plate, I took an experimental bite and found that it wasn't half bad.

"This is much better, Fluttershy. You've certainly improved, " I said, earning a smile from my wife.

"Something smells good," Aurora said, drawing our attention to her and Pinkie coming down the stairs, the former having a massive red mark on her cheek which made us chuckle.

...

After Aurora and I finished our breakfast, we all gather in the living room to discuss what we were going to do today.

"So what's on the itinerary for today," I asked as I looked around the room.

"Unfortunately I have to go to the lab today," Aurora said with a sigh. "One of my researchers said he found a way to contact Equestria without the mirror, Thankfully he's usually just blowing smoke so I'll most likely be back soon." Given that Fluttershy was six months into her pregnancy, none of us expected her to have anything significant to do, so we all turned to Pinkie.

"Nope nothing," She said with a smile. With that out of the way, we all stood up and gave Aurora a kiss on the cheek as she headed out the door. Once she was out of the door, me, Fluttershy, and Pinkie turned to the children.

"So what would you kids like to do," We said in unison.

Chapter One: Reflection And Avoidance

Twilight awoke exhausted, sore and feeling something strange on her skin. Twilight's mind raced attempting to recall her escapades the night before, okay I remember going over to Sunset's for my first slumber party, yet for some reason, I can't recall what happened after? Frustrated for not being able to recall the previous night's events Twilight tried to move her arm attempting to rub her encrusted eyes but found resistance, shocked she turned her head to the left and came face to face with a sleeping Sunset Shimmer. Looking over her friend's form Twilight noticed a few things, Sunset was wrapped around her arm, naked and sporting a set of "peculiar" equipment between her legs. As she looked upon her friend's sleeping form, Twilight felt her face warm up as she blushed deeply turning her face a deep shade of indigo. Still not fully understanding what had happened Twilight turned her head to the right to see Rarity in the same position as Sunset, feeling her blush deepen even more she slowly and carefully removed herself from her friend's embraces. Once Twilight had fully stood up and turned to face her sleeping friends did she notice the other four bodies on the bed Pinkie and Rainbow were spooning Sunset while Fluttershy and Applejack were doing the same to Rarity. After a few seconds of staring at her naked friends, the gaps in Twilight's memory filled in, all from them showing her their cocks, pushing her onto the bed and stripping her all the way to the night's climax. Quickly and quietly as she could Twilight grabbed her discarded clothes and got dressed; making her way down from loft the bed was on, and to the door, Twilight exited the room, as soon as the door was closed she nearly sprinted for the front door.

...

Sunset Shimmer slowly regained consciousness returning to the waking world, Not opening her eyes she sighed in bliss from the warmth coming from behind her and the feeling of a twitching cock. As enjoyable as these feelings were Sunset notice that something was off, not being able to feel any warmth from the front Sunset opened her eyed expecting Twilight instead she only saw Rarity. Not being concerned for her sleeping friends Sunset shot up jolting the others awake. As one the five remaining women glared at Sunset but soon stopped when they realized what had caused her to disturb them so, each of the women looked around hoping to spot something when Applejack pointed to the floor and said.

"Looky here do yall suppose she left this trail?" The other all looked to where Applejack was pointing, seeing the trail of flakes Rainbow before anyone else ran down the loft and out the bedroom, into the hall and front door. Returning to the room Rainbow saw the other had come down from the loft and were staring, hoping she would have an answer. When she shook her head, the other exchanged worried looks. An entire minute of worried looks passed before Fluttershy barely broke the silence.

"Why did she leave without telling us? did we do something wrong?" At the thought of hurting her friend, Fluttershy began to sob, seeing her friend's discomfort. Rarity wrapped her arms around Fluttershy's neck from behind and started to console her friend.

"Shh, shh it's alright darling I'm sure that Twilight was just embarrassed, that being her first time and all." bouncing on her feet smiling Pinkie cut in.

"How could she be embarrassed? I mean did you see how she handled herself, first time? she was like a pro." once the words had left her mouth Pinkie's mouth the other turned and gave her a quizzical look, taking a moment pinkie realized why they were looking at her like that and simply said "oh?" Shaking her head, Sunset returned her attention to the others.

"Whatever the reason was that Twi left is something we can figure out later, besides I'm sure she will tell us what's bothering her in time." Satisfied the others all nodded and began moving to find their discarded clothes; although she had reassured them everything would be alright Sunset couldn't help feeling like something terrible was going to happen.

...

Thankfully for Twilight, it was still relatively early in the morning, so her trek back to her home was met with little incident, the closest she got was when an elderly couple walked by, though they paid her no mind. Looking around one more time to make sure her friends didn't come chasing after her Twilight unlocked the front door of her house and walked inside. Twilight tried to close the door as quietly as she could not wanting to wake Spike but it was already too late as she could hear him running down the stairs, she turned just in time to catch the dog as he flew from the last step.

"Hey, your back early. what happened was the party, no..." Spike trailed off and started to sniff the air, turning his head this way and that Spike returned his attention to Twilight and sniffed her face "ugh what's that smell, and how come your all white?" Turning a shade of crimson again. Twilight unable to come up with reasonable answer stumbled over her words for a moment before finally collecting her thoughts.

"Oh that Pinkie wanted to make us breakfast but went just a teeny bit overboard causing the batter to explode covering us in it." not believing her for a second Spike just said.

"sure? and the smell?" smiling Twilight awkwardly Twilight gave a nervous chuckle before responding.

"I think Pinkie was trying out some new experimental recipe and wanted to use us as guinea pigs." Spike still didn't believe her but let it go, not seeing any reason to call her out on it he just said.

"Well, whatever happened notwithstanding you should probably go have a shower whatever that smell is it's a little overpowering." Giving another nervous chuckle Twilight replied

"Yeah I think I'll go and do just that." putting Spike down she made her way up the stairs and int the shower.

...

Having finished her shower and only in a towel Twilight flopped onto her bed and let out a bliss filled sigh, though soon her mind was drawn back to last night's events. No matter how hard she tried, Twilight could not rationalize what had happened, having spent an incomprehensible amount of time laying on her bed not coming up with an answer Twilight stood up and moved over to her computer. As soon as the machine was on Twilight stretched and cracked her fingers before getting down to work, over the next three hours Twilight grew more and more frustrated as she could find nothing relevant to her inquiries, at least nothing that wasn't pornographic. Closing down the computer Twilight leaned back in her chair and crossed her arms before beginning to think aloud.

"Okay, okay so nothing of real relevance, everything seems to indicate kissing is the most that happens not a full-on gang bang." sighing again Twilight got up off of the chair and began to pace, as she paced Twilight kept thinking back hoping that there was something that she might have missed that could explain. Five minutes later she stopped pacing remembering her friends pushing her down and stripping her, though the thing that stuck out to her was them acting as if she was fine with it or wouldn't refuse. Continuing to think about it Twilight started to pace again; further remembrance brought her to when after Rainbow asked what they knew what Twilight not having a cock meant and Fluttershy responds ' yeah now we have a nice wet pussy to take turns fucking' stopping again Twilight's mind raced. "Why did Fluttershy say that was it just the moment or..." trailing off Twilight came to a horrible conclusion, and in an instant of coming to it she turned threw herself onto the bed and burying her face into the pillows began to cry.

Twilight lay on her bed trying to tell herself that it wasn't right and she was overthinking it, but the more she thought about it, the more it made sense why else would they act like the way they did. To Twilight it seemed that her "Friends" only cared for her so long as she had a cock like them, but now she was just to be used for their pleasure. Rubbing the tears from her eyes, Twilight stood up and walked over to the mirror on the wall, as she stared at herself in the mirror Twilight's sadness shifted to anger.

"How could they do this to me, I gave up my dream for them! Fine if that's how they feel, well they can go and fuck themselves. I don't need the I was able to survive on own without friends I can do so again!" As she continued to fume and rant Twilight became increasingly aware of a voice coming from nowhere.

"Oh poor Twilight Sparkle are we having some friendship trouble?" spinning around Twilight tried to discern where the voice was coming from but quickly realized much to her horror it was from within her mind and knew precisely just who it was.

"No that's not possible me, and my friends got rid of you during the Everfree incident!?" Laughing maniacally the voice responded.

"Oh you poor little fool didn't I tell you that I'm apart of you not even the power of your 'friends' could stop me and now due to your little breakup you will be mine again!" completely unable to stand what she heard Twilight screamed.
Hearing the scream Spike ran up the stairs and burst through the door to Twilight's room, bat stopped seeing all of the furniture thrown around the dresser was tipped over with the mirror smashed, the computer was destroyed thrown to the other side of the room and the bed frame was smashed to splinters. Sitting on the opposite side of the room in the fetal position was Twilight. Walking up to her Spike placed his paw on her leg and asked.

"Twi what's wrong?" Twilight moved her leg to the side allowing her to get a better look at Spike; upon feeling herself about to break down again, she picked up the dog and unable to stop herself wailed.

"Shes back Spike, she's back Midnight Sparkles' back!" Not knowing what to say Spike just sat there huddled in Twilight's arms and attempted to comfort her with his presence alone.

...

Three days passed since Twilight's revelation, the return of Midnight and all three to Twilight was a nightmare, each one getting worse and worse. Monday was easy for entirely different reasons Twilight was happy and upset that her "friends" stayed out of her way except for the times when they passed her in the halls of shared a class. Tuesday wasn't too bad for Twilight; although being paired with Sunset during a class project made things a little more difficult than they needed to be. Throughout the class, Sunset was fairly distant which only caused Twilight's fears to rise to the surface and draw taunts from Midnight. Wednesday was certainly the most unpleasant so far, during lunch five of the six other women came to invite Twilight to join them which caused her mind to race with all the meanings that the invitation implied. Her entire lunch period consisted of hiding in open lockers, in bathrooms, and behind other students, all the while Twilight would catch snippets of her "friend's" conversations ranging from parties, sports, fashion and the one that almost set Twilight off the "slumber party. For the remainder of lunch, they talked about the slumber party discussing how much fun they had and how good Twilight was at sucking cock laughing the entire time. As her anger continued to rise, Twilight could feel her body shift the wings began to grow, followed by the horn and the magical fire around her eyes, just before the transformation was complete the bell rang signalling the end of lunch allowing her time to calm down Twilight went back to normal. Once the rest of the day passed and school ended Twilight rushed to get to the safety and solitude of her home.

Thursday passed without much incident; no unnecessary transformations happened thought that could have probably been due to hearing Fluttershy and Rarity's conversation all anger from Twilight was eaten away by sadness. Both of them were discussing what happened yesterday and seeing Fluttershy's tear-stained face caused Twilight to sob as well. Only with the threat of Midnight killing them did Twilight refrain from throwing all reservations to the wind and try talking to them.

When Friday rolled around Twilight wasn't feeling too good. From the emotional roller coaster that was her mind, the exhaustion from avoiding her "friends" to Midnight Sparkle attempting to take her over was causing Twilight to start losing her mind. Walking down the hall of the school Twilight wasn't even paying attention to anyone else, she didn't have the energy; although one was a little hard to ignore. The locker in front of Twilight flew open almost slamming into her face causing her to stop in her tracks, out of the locker stepped Pinkie who just smiled at Twilight.

"Hey, Twilight it's a good thing I caught you I wanted to.." Pinkie trailed off the smile turning into a worried frown "you look terrible what happened?" caught entirely by surprise Twilight didn't immediately respond, but instead just stood there for a moment. Shaking her head regaining her thoughts Twilight glared a Pinkie.

"What did you need to hide in a locker and scare the living daylights out of me for?" Pinkie's smile returned full force bouncing a little she replied to Twilight's question

"Why that's easy silly it's because you keep on avoiding us and we're all super duper worried that somethings been upsetting you so I thought I would surprise you, best. Plan ever. Right?" opening her mouth to respond Twilight felt Midnight take control.

"No I don't think it is, your plans are the most annoying and give me a headache now get out of my way!" and with that Midnight pushed past Pinkie giving Twilight control just in time to hear her crying. Once school ended and Twilight was home once again she threw her backpack onto the floor in a fit of rage, even if she was mad at the others Midnight taking control to hurt them directly wasn't something Twilight couldn't stand. Stomping up the stairs, Twilight entered her room and opened her closet; thanking herself for putting the chemistry station in the closet Twilight bean work to simulate the flu hoping it would give her time to restrain Midnight.

Not surprising late Saturday morning Twilight's doorbell rang signalling that her "friends" have come to call on her. Opening the door Twilight was internally jumping for joy when the six other women stopped any questioning upon seeing their friend looking as miserable as she did. Shooing the others away, Twilight politely declined any offers to stay behind. As soon as the door closed, Twilight pumped her fist in the air. Satisfied with herself Twilight practically bounced into the kitchen and prepared herself a meal fit for a king. Hearing the doorbell ring Twilight looked at the clock and grumbled who in the hell is at the door, it's only six in the morning!? Opening the door Twilight was greeted to by the faces of her "friends" all of who handed her several home remedies and several pleas to let them in to help. Not wanting to push he luck Twilight quickly explained that she was working on a cure and that remedies and friendly help aren't essential, once the others left no fit pump took place instead she let out the heaviest sigh of her life. With her plan foiled already, Twilight realized that this week wouldn't be fun in the least.

Just as she had predicted Monday was horrible as even Sunset was starting to hunt her down adding one more to the hunting party, the real problem for Twilight was because Sunset was the first to truly extend the hand of friendship her betrayal hurt the most. Once Tuesday arrived Twilight had to retract her previous statement of Monday, throughout the day Twilight's "friends" chased her down and constantly asked her to tell them what was wrong. Slowly but surely Twilight's mental defences were worn down; against her better judgment she ran through the doors of the school and ran home crying. Once in the safety of her house Twilight began to have a mental break down hyperventilating and crying with the occasional outburst of anger. Sitting on the floor Twilight attempted some deep breathing exercises, breathing in and out for several moments she allowed herself to calm down, though her results were short lived when she remembered what she just did. ohmygoshohmygoshohmygosh I can't believe I just skipped out from the school like that I have never done that before, this is absolutely getting out of control. Skipping from school was the last straw for Twilight, and she knew exactly what to do, she needed to do: she needed to drop out and leave the city.

...

Weekday mornings were typically mundane and lacking energy but today was even worse there was an air of melancholy that permeated the air around the six friends. Entering the school each one of them didn't even have a face of indifference but one of depression, even the perpetually happy Pinkie's hair was deflated. No matter how hard they had tried Twilight shut them out, avoided them now ran out of the school all to get away from them and not one of them could understand why. In complete silence, the six friends went to their lockers collected what they needed and went to class. When morning classes ended, the six met in the lobby of the school, as they entered the lobby Rainbow Dash spoke.

"Hey have you girls seen Twilight at all she wasn't in class." as if on cue all five shook their heads in unison, "Yeah that's what I thought." Next to speak was Rarity.

"I can't fathom what Twilight's problem is? something is clearly bothering her, but she hasn't come to any of us about it." Before they continued in circles asking rhetorical questions Sunset interjected.

"Before we go in circles with questions I think we should ask Principal Celestia what she knows." One by one the other five Turned their heads and nodded. Standing in front of Celestia's office Sunset knocked and waited, almost immediately did the door open and upon seeing the student, Celestia smiled.

"What can I do for you my students?" sea asked the six. Applejack stepped forward and asked.

"We're mighty ta disturb ya principle Celestia be we were wondering if ya have seen Twilight recently?" The second the question was aksed Celestia's smile disappeared.

"Wait you mean she hasn't told any of you?" All at once the five looked at each other then back to Celestia with Pinkie being Pinkie said.

"What do you mean, tell us what? the suspense is killing meeeeee." other than Pinkie seeing the absolute dread on her student's face her frown deepened.

"That she was dropping out and leaving the city to live with her parents today." a chorus of gasps passed between the friends and without another word they all turned towards the door and out of the school.

Sunset was the first to burst through the door to Twilight's home after getting the key out of the hollow rock. Without any word the six spread through the house hoping to see if Twilight was there. When none of them could find her, they all returned to the front of the house, with their dread deepening Fluttershy was son the verge of tears and was barely able to get out a sentence.

"D-d-d-do yo-you think s-sh-she's already g-g-g-gone!?" As always the first to console her was Rarity.

"No darling I don't, the public buses out of the city don't run this early we just simply missed her." At hearing Rarity's reassurance Fluttershy nodded, Sunset looked to her friends and declared.

"Rarity is right we should still have an hour before the buses start running and if we work fast, we should be able to find our friend before she's gone forever." As if of one mind the five others nodded the fires of determination burning brightly in their eyes.

For the next half, an hour the six women ran all over the Canterlot checking every bus stop, none of them containing their friend. It was getting down to the wire only ten minutes left until Twilight was out of their reach when they found the stop with their friend. Unable to contain their delight and yelled Twilight's name, attracting her and several others attention. Whipping her head around to face the direction her name was called horror descended upon her face as she saw who called her. Twilight looked left to right praying for an avenue of escape, but none were available, unable to escape Twilight stood there shaking as her "friends" approached; surrounding her and in an incomprehensible blending of words began to ask their questions. Unable to handle the barrage of questions Twilight fell to her knees and started to cry, tears falling down her cheeks like waterfalls. Completely unprepared for this reaction the six took a step back before moving to comfort their friend who shoved them away, being caught by surprise by Twilight's aggressiveness the six just stood there and waited for her to run out off steam. After five minutes Twilight's tears began to stop, regaining her composure she stood up and addressed the others.

"Better Darling?" the fashionista asked to which Twilight just nodded, "now why don't you tell us what it is that could upset you so much as to act like that." Rather quickly Twilight's sadness was replaced by anger.

"What upset me? What upset me? Oh, I don't know perhaps it had to do with the fact that my first slumber party resulted in my friends treating me as if I was a walking talking masturbatory aid! saying things like we have a nice wet pussy to take turns fucking!" hearing what was being yelled the other all just looked at each other a stark realization hitting them as Twilight continued. "And all because i don't have a cock you act like I'm just a piece of meat, a toy to be used and discarded, hell I gave up m life dream of enrolling into Everton for you and you have the audacity to ask me what is wrong!?" Once she had finished Ranting Twilight noticed that only Rainbow Dash was still standing and the others were all on the ground crying, in the same manner, she was only five minutes. Rainbow not being one for crying rushed Twilight and embraced her friend in a tight hug, over and over Rainbow apologized for her behaviour and that she should have taken her feeling into account. This time the stark realization hit Twilight as she now understood that, yes she overreacted and all the emotional heartache she put herself through was all for nothing and once again fell to her knees crying this time surrounded by the people most dear to her in the world.