Thestrals at Midnight

by LegionofPony

Chapter Six: Discussions, Warming Up, and Freaking Out

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"What?!" Bade exclaimed, looking wide-eyed at Twilight and Amaya as they stood in the
Castle of Friendship's foyer, his wives meeting him at the door as he'd arrived home.

They'd just told him of meeting Moondancer, her being in heat, and admitting she loved Twilight. Then the bombshell they'd dropped; them inviting her over for them to all sleep together, and him to quell her estrus.

"It would only be for tonight! I mean, I'm bedding other ponies all the time!" Amaya responded, seeing Bade sit and rub his temples with his wingtips.

"Yeah, but that's you, Amaya. I don't offer you out as some...some...prostitute! You're treating me like I'm some stud to 'cover' mares! You didn't even ask me before offering me out!" Bade said, a hoof clopping to the ground loudly in emphasis.

"Look, Bade, Moon's not just some random mare in heat and you're not gonna be breeding her, OK? She and I go way back. In addition to that, if I didn't think she'd possibly be a good addition to the herd, I wouldn't have even considered bringing her here. This can be more than just a one night stand, but only if you want it to be," Twilight said.

"I...I don't know," Bade said with a sigh, thinking back to how much of an internal battle he'd had with accepting that he'd loved Amaya and Twilight both, and accepting them both as his wives, "I mean, I just don't know if I can love another mare as much as I do you and Amaya. I love you both more than...well, you get the idea."

"Aw, that's so sweet," Amaya said, giving Bade a quick kiss on the lips.

"I know Bade, I know how hard it was for you to join into a herd with two mares given that you held traditional Thestral views on relationships – that there's one stallion for one mare – but you know now that ponies work differently, given the gender gap. Just...please give Moondancer a chance as you did with Amaya?"

"Yeah, I know. I know that there are more mares than stallions – especially in Ponyville, Manehatten, and Canterlot – and that some mares will never be with a stallion, or possibly won't even get to be given foals naturally as such, unless they join a herd," Bade responded, sighing. He knew that was one of the reasons he'd chosen to discard his old beliefs; he couldn't bear to see Amaya being without a lover, and he couldn't bear to be without her by his side for the rest of his life either; that he couldn't choose just one mare to love.

"Besides, it's not like she has to join our herd, though I wouldn't be against it. It'd ultimately be up to you though, Bade. You think I'd want some of the stallions I've been with to join our herd? For example, I mean sure, Soarin's a good lay and all, but he's a bit too egotistical and career-focused to be a good husband or father. Not like you."

Bade felt a bit of instinctive possessiveness as he thought of Amaya, his wife and lover, sharing herself with another stallion, even if he'd agreed to it many times before. "Look, I don't see how that's relevant."

"What I'm saying is, as I said to Twilight that first time we slept together, 'you don't have to love me to fuck me.' Moondancer, first and foremost, needs some relief from her raging inferno of a heat, and you've got the firehose to put it out. Besides, Imagine this..." Amaya wrapped an arm around the back of his neck, grandiosely waving her other hoof before her like she was gesturing to some grand vista from a hilltop, "...one day, Twilight licking your cock, lovingly planting little kisses along it...now there are two Twilights licking your dick, one on either side, like you love Twilight and me to do for you."

"W-what does..." Bade stammered, already getting flustered at the thought of one of his favorite thing his mares would do for him.

"LET ME FINISH. Now, as you know, Moon looks a lot like Twilight – they're both unicorns, same mane and tail styles, almost the same eye color, similar build. So, all Moon'd need to do is dye her mane, or one of them could do some freaky magic on her to change her coat and mane colors, then it'd be EXACTLY like you were getting sucked off by two Twilights, one still a unicorn! Then, imagine one sitting on your big, fat cock and the other on your muzzle, then you fucking and eating them out at the same time. It'd be like having your own pair of identical twins to fuck! Tell me you wouldn't want to try that out one day!"

Bade clenched his jaw, thinking. His not-so-little friend down below certainly liked that idea of having pseudo-identical 'twin' Twilights, given how much his sheath was pulsing and swelling already, though undoubtedly helped by Amaya's fertile scent. Amaya was right though; this wasn't him choosing to bring another mare into the herd permanently unless they all chose to and, if he had to admit, Moondancer was a pretty sexy mare. He wasn't sure if he just had a thing for smart, bookish mares with bangs, but he had to admit that the first time he'd met Moondancer, he felt a pull of sorts towards her.

The thought of getting a blowjob by two Twilights, then fucking one while eating out the other as she sat on his muzzle, however, is what tipped the scales. "Alright, but I don't know if it'd be a permanent thing. As I said, I don't know if I can love another pony as much as I love you two. I don't know either if Moondancer can love Amaya and me like she'd love Twilight, given she only seems romantically interested in her so far, but I think I can bear helping a friend with her heat at the least...not to mention getting to have some fun with another mare."

"Great, that's the spirit! She'll be here at eight and will probably be spending the night."

"Wait, WHAT?!"

~

Moondancer arrived at eight-'o-clock sharp as Twilight had told her to, adjusting her glasses with a quick flash of magic, squirming as if her baggy black sweater were constricting her. She knew it wasn't her favorite clothing, though, that was constricting her. As she rose a hoof to knock on the castle's door, she found herself hyperventilating, her hoof trembling, and had to lower it to regain her balance, lest she fell onto the ground and curl into the fetal position like she was tempted to.

Moon instead took a deep, calming breath, adjusted her glasses again on nervous impulse, and sighed. She knew she'd been invited, knew they'd welcome her in with open arms like always, but still her mind told her she didn't belong; told her Twilight was already claimed and married, that she already had a foal by her stallion, and two she was helping raise as her own alongside her other herd-mare. That Moondancer was intruding on their marriage. That, and another reason she tried to quash the thought of for the moment.

Taking another deep breath, willing her trembling hooves to still, Moon finally rose her right hoof again and knocked three times rapidly, chastising herself for such rapid knocks making her seem too eager to get into the castle. Too eager to get into the married mare's bed, to get into their bedroom and—

"Hello Moon, glad you could make it!" Twilight said happily as she instantly opened the door after the third knock and saw who stood there, Moon's hoof still raised from knocking, "Please, come in. Amaya and Bade are waiting in the den with drinks. We'd like to discuss what we're going to do tonight before getting to it."

"A-alright, that seems fair. Wouldn't want to cross any lines you've made..." Moon said with a small tremble in her voice, adjusting her glasses once more with a flash of magic. Once again Moon had a sense of getting in way over her head, almost tempted to call it off right then, but that nagging burning in her belly and the other in her heart pushed her to walk behind Twilight, the scent of a virile stallion nearby calling her like a siren's song.

Soon, Twilight leading, they made their way to the castle's den. Bade instantly looked up from the mini-bar he'd set up in there, nostrils flaring as a new, fertile mare entered his presence, his powerful mating instincts calling him to breed the mare yet unclaimed by him and give her his foal. Moon noticed this and looked away, her cheeks flushing red and her tail tucking between her legs in reaction. "So," Bade said calmly, standing and approaching Moon, making her shy away a bit on reflex, "Twilight and Amaya invited you here to get some 'heat relief', right?" A small nod from Moon. "Want a hard drink?"

"Um..no thanks, I've never really been much of a drinker."

Nodding, Bade finished making his cocktail and another, then settled down and hoofed one over to Twilight, her smiling in return and giving him a little lick on the nose in thanks. Amaya already had a drink of her own between her forehooves, another two empty glasses on the table in front of her.

Moon gave a quiet sigh. She had known this wouldn't work out. " I'm sorry..." she started, before Bade held a hoof up to stop her.

"About what? Asking to be here? You're a friend of mine, and Twilight and Amaya both seem pretty enamored by you, as well as me having felt a draw of sorts to you since we met. I've agreed to share this night with you...and possibly more nights and days, if it works out well."

Moon was stunned, this being the exact opposite of what she'd been expecting. "Bu-wu-huh?" Moon asked, eyes wide and mouth slightly agape, before Amaya approached and closed it for her with a wing-tip.

"He said he's gonna rut you tonight, and might even rut you later...and possibly more at later dates...if it goes well." Amaya restated, pressing her rump to Moon's and making her shy away from the touch again.

"However," Bade continued, "I want to make it clear that I'm not a stud, to you or any mare outside my herd. You can't just come to me and ask me to 'service' you whenever you want, and I will not accept any payment for sex either. This is not a business transaction, this is me helping out a friend in need...and possibly bringing another into our herd."

As Moon heard that, she was once more knocked for a loop. "M-me? Your...h-herd?" Moon stammered out, clearly not expecting this turn of events.

"Yes. Amaya and Twilight both are clearly interested in bringing you in, but me...I'm a bit more reticent. Moondancer, do you really think you can love Amaya and I both, as well as Twilight? Would you be able to share your love with two other ponies as well as your long-time crush, and be a caretaker and mother to our three foals? We're a package deal, no doubt about that."

Moon paused, even more mentally and emotionally overwhelmed than she was before. She barely kept herself from hyperventilating again, eyes closed as she focused on not going into a panic attack. This wasn't what she'd been expecting when she'd accepted Twilight's offer: she'd just been expecting to get some estrus relief, not having to make a life-changing decision, her instincts working more than her conscious mind apparently. She'd clearly not even considering anything else at that time other than that Bade was a stallion who could fix her itch. "I...I think so?" Moon replied, her voice unsure.

"Bade, I think you broke her," Amaya teased, smirking at Bade.

"Well, I just..." Bade retorted, before Twilight held a hoof up.

"How about we get rid of all the hormones in the room first, get some sexual relief, and then talk about the more serious aspects of this potential relationship after our breeding urges are taken care of and our minds are clearer, hmm?" Twilight asked, "Moon looks like she's about ready to bolt, and Amaya looks like she's about to pounce on your dick, Bade."

Sure enough, Amaya was now rubbing her side and rump against Bade's, her tail shamelessly flagged over her back and Bade's as she nuzzled into his neck, the sensual, primitive display of passion making Moon's blush deepen further. "I...m-maybe I should just...go..." Moon mumbled out, glancing to the door.

"Moon..." Twilight said, glaring at Amaya and getting her to stop, "...we do want you here, and we do want to share our bed with you tonight. Really," Twilight started, before biting her lip in consideration, "Well, how about this? As Bade said, if tonight goes well, we'll talk more about what our future may hold. But, if any of us feel uncomfortable at any time or afterward, we'll part ways, no hard feelings."

"That's fair. Let's see how this goes," Bade said, Amaya once more giving soft kisses along his side, each getting ever closer to his underbarrel.

"Yeah, let's...do that," Moon replied. The thought of losing Twilight again, especially after Twilight's herd giving her a once in a lifetime chance - to share her life with her longtime crush, a life she'd never imagined possible - cut Moon deeply, but she simply nodded. At least if it didn't work out, she'd have had a taste of what she missed out on in a sexual and romantic relationship with Twilight, something she had never in her wildest dreams imagined she would have gotten.

"Good, now, can we fuck already? I think I've soaked this floor where I'm standing enough that it could double as a water slide," Amaya huffed, getting a nod from her two herdmates.

"Yep, let me just take my herbal libido suppliments and we can. Gonna need them tonight, no doubt," Bade said, going to a cabinet, removing a pill bottle, before popping two capsules into his mouth and downing them with a gulp of alcohol.

"Alright, they'll start taking effect within a half hour. Let's go get comfortable in the meanwhile."

~

The four ponies arrived in the castle's royal bedchambers a few moments later and, as they entered, Moon looked around. The crystal walls and floor were the same pale lavender color as the rest of the castle but here, hung on one of the walls, were dozens of family pictures of Twilight, Bade and Amaya, as well as their three foals and the three adults' parents and relatives.

On another wall were a multitude of pictures of Twilight's eight best friends - Spike, Applejack, Pinkie Pie, Rarity, Rainbow Dash, Fluttershy, Sunset Shimmer, and Starlight Glimmer - as well as various other friends, or events she'd attended. Eventually, her eyes focused on one of herself with Twilight, remembering the day it was taken at the huge community event at Canterlot Royal Park.

Moon also noticed, with a new wave of embarrassment and arousal, that part of another wall near the large double-princess-sized bed had three shelves...all adorned with dildos and other sex toys, for both stallions and mares alike. Dildos and dongs, as well as several penetratable silicone stallion toys that Moon had heard called 'AVs' or 'masturbaters', of all shapes, sizes, and all modeled from many species, were all clearly displayed with pride, no doubt about the prominence of their use in the bedroom.

"So Bade...do I get first dibs on you?" Amaya asked, before looking over to Moon, "Or should we give the new blood a chance?"

Moon froze, trying to keep her breathing steady, before sighing. "I...I don't know about..." she started, before feeling a hoof land on her withers and looking up to see Twilight, "...I...I'm...it's just..." Moon stammered, trying to fight past her nerves to tell them.

"What's wrong?"

"I'M A VIRGIN, OK?!"

Silence befell the room for a few moments, before Twilight nodded. "Moon, that's nothing to worry about. Bade is really gentle, I promise. When I was a virgin, Bade was my first too, and he was really slow and gentle until I was OK for more," Twilight said, only feeling Moon tense further.

"I-It's just...the first time's always supposed to hurt, isn't it? Really, really bad?" Moon asked, panic rising, "I mean, I've never even used a toy before! I just, when I went into heat before, I just kinda...stayed inside and studied."

"Moon...it's not that bad, really," Amaya chimed in, "A lot of ponies just over-exaggerate 'the first time' when having 'the talk' to scare their fillies so they don't make mistakes during their first estrus. They tell them their first time will really, REALLY hurt, but it's truly not as bad as they made it out to be, I promise. I should know, I thought the same way for the longest time."

Amaya sighed, tilting her head back. Seeing Moon still didn't believe her, she decided to prove herself.

"Look, I was the same way as you were Moon. My parents were very strict about the, in my opinion outdated, Thestral mating traditions - that there's only one stallion for one mare - and that sleeping around before marriage was strictly forbidden. My folks lied to me constantly to try and keep me in line with those beliefs, even forcing me to stay home and locking me in my room during estrus season. The lie that the first time was excruciatingly painful, and would 'one-hundred-percent get you pregnant with twins or triplets that you couldn't afford, and that would ruin your life if you had casual sex', was only the beginning."

Bade knew this story already but clearly Twilight didn't, her eyes wide as Amaya shared this part of her foalhood with her and Moon.

"When I started to rebel, and after I'd bedded my first colt as an adolescent filly in my first heat, with protection of course, then my first young mare in heat the next day, my stuffy parents couldn't handle it when they found out I swung both ways and had had sex with two partners, and before I was married too. They ended up sending me to Princess Luna's Royal Night Guard ROTC, thinking that would 'straighten me out'. I was really against it at first, being forcibly sent to Canterlot and so far, far away from Shady Hollows, my two new partners, and home, but honestly, that's the only thing they ever did for me that I can truly thank them for to this day...except conceiving and birthing me, I guess."

Amaya paused, taking another long swig of her drink, finishing it, and gettingup to make another. "I met Bade there the first day of boot camp, we became best friends, then quickly rose through the ranks together. I was still legally considered a foal at that point, still legally under my parents' iron-hoofed rule, so I ended up filing for emancipation from my parents when I was established and had a job, and it was granted. I didn't want to talk to them for the longest time but eventually, we started talking again a few years ago, then, of course, I begrudgingly invited them to our herd-binding ceremony, at Bade's and Twilight's insistence."

Amaya stopped, another drink in hoof, looking Moondancer in the eyes now. "I haven't stopped being a free mare since, sexually or otherwise, and I never will allow myself to be controlled like that again. Bottom line, Moon, is that just 'cuz your parents, or teachers, or whoever, tell you something, doesn't mean it's true. They might just be trying to manipulate you through scare tactics. Trust me, I know. Scare tactics, manipulation, and lies from my parents ruled my first fifteen years of life."

"I...you never told me about that Amaya!" Twilight said, wrapping Amaya in a comforting hug, "That's terrible!"

Amaya returned the hug, smiling to her wife, showing her she was OK. "Yeah, it never really seemed relevant or needed. No need bringing up a rough time in the past unless you need to, right? I just needed Moondancer to know that I know how she feels, that my first time had me feeling scared and nervous much like she is now. But, then I got over it and had a good time as a result. Fumbling and amateur first-time sex, once with each gender, but still a good time. We still both came, at least once each, once we got really got going."

"Even despite all that, Moondancer, If you really don't want to have sex with us, you don't have to," Bade added, his member fully hard already from the pheromones of two fertile mares and the aroused scent of a third, plus his suppliments he took to keep up with his mares' needs his member on full display as he stood and it hung limply beneath him. The sight of Bade's cock made Moon blush and look away, before sneaking glances back at it every once in a while, her instincts calling her to it despite her conscious mind's reticence.

"Yeah, how about we show her what sex is like, how good it feels, then she can get involved when she wants to and however much she wants to?" Amaya asked, clearly getting impatient and wanting to continue, taking steps to do just that. Taking her stallion somewhat by surprise, Amaya met her lips with Bade's in an aggressive kiss, already starting to push him with her chest on his towards the bed.

Melting into her kiss, Bade pressed back, backpeddling as much as Amaya was pushing forward, until both eventually tripped over the edge of the bed and landed on the soft mattress with a loud 'pomph', Amaya landing on top. They didn't stop kissing as they squirmed around on the bed, forehooves rubbing over the back and wings of their partner, earning the occasional moan or quiet grunt from either when a hoof found a particularly nice spot. Amaya meanwhile felt Bade's now-rock-hard penis pressing into her belly and lower chest, prompting a deep groan from her as it twitched and wetted her underbarrel's fur with a blob of pre-cum.

Meanwhile, Moondancer looked on in awe, mouth opened slightly and eyes just as wide at the sheer, lewd passion of the display before her. "So, like what you see?" Twilight asked, noticing Moon's tail starting to flag on reflex. Twi's comment prompted a startled yelp from Moon, her tail instantly dipping between her legs again.

"I...I u-uh..." Moon stammered out, never having been in this kind of situation before, not sure what to do, "...s-should I be, y'know...watching them?"

"Well, we've never invited anypony else to our bedroom before you, but I know Bade likes me watching when he and Amaya have sex or make out, and Amaya loves to be watched having sex and to watch Bade fuck me too. I know I like to watch them sharing themselves with each other."

"Oh..."

"It's OK if you get involved with them right now too. I know they wouldn't mind."

At that suggestion, Moon seemed to shy away from the bed and couple on it, taking a few steps back, "I...I don't know if that'd be a good idea."

"Ok..." Twilight said, reaching a hoof down and hooking Moon's with hers, making the mare gasp,"...well, how about we share a kiss to get started? Or maybe you'd just like to give me a feel down? Something?"

"I...I just don't know..." Moon said, feeling her nerves rising again now at Twilight's forwardness, the shock of Amaya jumping Bade having passed.

"Well, we could just watch Bade and Amaya for now if you want to. As I said, they love an audience."

Meanwhile, Bade and Amaya had advanced their makeout session, both of their wings fully erect as wet smacks came from their lips' meeting and parting, quiet moans accompanying. Bade's hips were starting to grind his cock along Amaya's belly and between her mid-sized teats, its medial ring grazing her clit, making her quiver beneath him. "By f-fucking Celestia's huge fucking ass I need you inside me so bad..." Amaya growled, squirming so Bade was the big spoon in a spooning position, exposing his large fourteen-and-a-half-inch erection as their undersides were exposed to Twilight and Moon. Amaya gave their voyeurs a wink, showing that her choice of position was intentional.

With that, hips pulling back to line himself up with Amaya's winking folds, Bade readied to breed his fertile mare once more.

Moondancer, however, chose that moment to finally bolt from the room.

~

"Moondancer, wait!" Twilight called out, chasing down the mare who was now fleeing at a gallop, hearing a deep moan from Bade and Amaya behind her. The two were clearly oblivious to Moon running out, Twilight mildly peeved she'd missed their first penetration. She always loved seeing them joining that first time each session, with it always bringing back memories of when Bade had given Amaya the twins the first time he and Amaya had had sex, immediately after giving Twilight her own foal.

Moondancer, halfway down the hallway, finally stopped, forcing herself to stand tall and bite her lip, reluctantly turning around and facing Twilight. "I...I...I'm..." Moon mumbled, she herself not sure why she was running away. She was being given a once-in-a-lifetime chance to not only have sex with the mare she'd long had a crush on, a princess, but also her two prince and princess mates, and she was simply throwing it away because of nerves; "...I'm a bucking idiot, aren't I?"

"No! Moondancer, no, you're not," Twilight comforted, putting a hoof on Moondancer's shoulder and, surprisingly, Moon didn't shy away from her touch this time, "it's a perfectly natural equine instinct to run away from the perceived danger of pain or harm, or stressful situations. You just felt threatened by Bade and Amaya's forwardness – and mine too, sorry – and the fear of a painful deflowering, and reacted the only way you knew how."

Moon simply stood there for a moment, taking calming breaths now that she was away from the other two and the overwhelming stimulation, it being only her and Twilight now. My secret love for so long is now standing here before me, offering me a night of sex and love, and what did I do? Ran away like a foal! "I'm sorry...I'm ruining your romantic night with your herd, aren't I? Instead of being in there having s-sex with them, you're talking to a stupid, nieve filly of a mare in a hallway." Moon said, tilting her head back and looking up at the high ceiling, "Why do I have to be such a dumb pony about everything?"

"Moon, you're one of the smartest mares I know! You've mastered magic on a level that's just short of Starswirl the Bearded and even we alicorns!" Twilight complimented, only getting a sigh in return.

"Yeah, but at what cost?!" Moon asked harshly, tears streaming down her cheeks now that she'd finally let them go, "I'm twenty-eight, have never been kissed by anypony, have never had a coltfriend or marefriend, have never been on a date, have never even had sex or used a bucking sex toy for that matter! All I've done is study...study...wasted my whole young-adult life on STUDYING!"

Twilight quickly wrapped Moondancer in a tight hug, Moon reciprocating, Twilight feeling wetness accumulating on her chest as her close friend wept in her arms. After slight consideration, Twilight wrapped her wings around her friend's back too, prompting the other mare to pull back slightly, her glistening eyes widening in surprise at the deeply intimate wing-hug. She knew that pegusi only gave wing-hugs to those they viewed as extremely close and trusted to them, and figured that extended to alicorns too,. Ponies generally limited the recipients of such a gesture to family, extremely close friends...or lovers.

"Well, I can think of one of those things we can fix right here and now," Twilight said, before slowly, gently, lowering her lips to Moon's without hesitation, her warm breath washing over the other mare's muzzle. Clearly, she was waiting for Moon to initiate her first kiss.

As per Twilight's expectation, Moon cautiously, slowly met her lips with Twilight's the way a young colt would give his filly crush a kiss; slow, gentle, testing. Moon gave a soft moan as she felt the fairly intense sensation of another's lips on hers for the first time, finding she rather liked it and Twilight's flavor too.

Held there in the warm cocoon of arms and wings, being kissed by her long-time crush, Moondancer felt safer than anywhere else, the sense of being an outsider melting away as well as the nervousness associated with it. As she shared her first kiss with Twilight, she felt a profound sense of belonging, their muzzles slowly grinding together now, gentle smacks coming from their mouths as their lips parted and rejoined.

After a couple of minutes of gently making out like that, Moondancer eventually broke it, her tears stopped and her now feeling more confident than ever. "Thank you Twilight," Moon started, wiping her eyes with her hooves, "thank you for being patient with me."

"You're welcome. Are you ready to go back to the room now? If you're not, we could just..." Twilight asked, prompting a nod from Moon, "...OK. Just be ready for what you might see. Bade and Amaya both are thestrals, and thestrals have very intense breeding instincts that make an earth pony's seem tame, so...they get pretty into it."

With that, the two mares stood, heading back towards the room, already able to hear the passionate moans coming from it.


Author's Note

Alright, alright, enough with the character building. Loads of sex from here on out!

....maybe a bit more character stuff later on.

~

Alright, that concludes the second set of chapters being released for now. More will come soon enough hopefully, just gotta write them first.

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