True Friendship

by GhoulDash97

Rating: mature
Tags: Comedy, Starlight Glimmer, Profanity, Sex, Anthro, Main 6, My Little Pony: Friendship is Magic, Drama, Original Character, Porn, Trixie, Fetish
Length: 7327

After being possessed by a sexual ghost from the Royal Sister's castle, Twilight starts to feel something about herself. What will her friends do?

While Spike was away in Canterlot, Twilight decided to to spend some time by herself while Starlight was off with Trixie. When she suddenly becomes possessed by a sexual ghost from the Royal Sister's castle, Twilight starts to feel something off about herself when in the heat of the moment. Having the need to be with her friends, she decides to spend some time with them. What will they do?

This is a story that takes place during the events of Royal Business when Spike was having his fun with the princesses. I've been meaning to do this for awhile, but I had writer's block with this and I didn't know how to approach this. But now I'm back and we're gonna have a helluva time with this. Hope you all enjoy this story and I'll see you on the other side.

Published 2018-09-18 06:50:02 UTC
Last updated 2018-10-02 07:28:56 UTC

Possession

After helping with Spike's luggage, Twilight and Starlight walked him down to the train-station as they helped him. Worried for his safety and well-being, Twilight frantically asked,

"Are you sure you don't need any help? What if the Royal Sisters are fighting over the last cake? What if they're fighting over who had the shower first? What if-?"

"Twilight... I'm on royal business. Nothing more. You really need to relax." Spike said in a calm manner.

"I know. I just..."

Starlight sighed and said while helping with his luggage,

"Twilight, you need to loosen up. Just because he was given a letter from Princess Celestia doesn't mean there's some sort of problem in Canterlot. Maybe she could use somepony to talk to, but that's not the point."

"Then why not me? I seem capable of talking to her. It's not like I'm worried we have to banish Luna again, or having to worry about the next cake festival, or-" Twilight said before being slapped by Starlight.

"Would you snap out of it!" Starlight shouted.

It startled everypony who was boarding the train and they turned towards the three. Regaining her composure, Twilight placed her hands on Spike's shoulders and said,

"Look... if you're having any problems at Canterlot, just send me a letter. You know where to find me."

"Yeah. If you're having trouble in Canterlot, just let us know. Okay?" Starlight said after getting his luggage on the train.

They both gave him a hug as he boarded the train for Canterlot. After watching the train leave until it was out of sight, Twilight turned towards Starlight and asked,

"So what will you be doing today?"

"I gotta help Trixie perform a new magic trick for a show that she will be performing next month. She needs all the practice she can get." Starlight said as she looked at her watch.

"Just like the other times you said when you would continue your Friendship studies?" Twilight said, crossing her arms.

"C'mon Twilight! You know I take my studies seriously. Would I ever let you down?"

"Like the time when you brainwashed my friends? When you switched around the Cutie Marks of the Royal Sisters? Or during the time you nearly lured the dreaded Malworff over to the Changeling Hive? Such as-"

"Okay, I've made some choices that didn't go right! But everything did turn out right in the end. Besides, we've got a long way before we come across a mighty force that's bigger than us." Starlight said with an annoyed sigh.

"I'm just saying to think before you act. Someday, you're gonna have to make a choice that would determine the entire fate of Equestria. Every action you commit could have terrible consequences and the last thing I would want is to lose my beloved pupil. You know that, don't you?"

"Are you done with the Responsibility lecture? I've got to meet up with Trixie or she's gonna tear me apart if I'm late. May I?"

"Just promise me that-"

"Twilight, you have my word. Just relax, okay? You're in good hands. I've gotta go. I'll see you later, alright?" Starlight said as she teleported away.

After seeing Starlight teleport away, Twilight sighed to herself as she said,

"Just what am I gonna do with her?"

She started walking away from the train-station back to her castle in Ponyville. Walking back, she noticed the burger joint she went to with the CMC. Noticing that her stomach was rumbling, she wasted no time in deciding to head over and order in a oat-cheeseburger with an extra order of fries. Going inside, there was a long line as she waited for her turn. Ten minutes later, it was finally her turn and she ordered exactly what she had in mind. The order took twenty minutes for her as she impatiently tapped tapped her hooves. Afterwards, her number was called and she got her meal. When she grabbed her meal, she decided to waste no time in teleporting back to the castle to have her lunch in peace.

"Okay..." Twilight said as she walked to the dinner table.

Unloading the bag from the meal she purchased at the Oatburger joint in Ponyville, she took a huge bite of her cheeseburger as she ate her fries simultaneously. As she was eating, she suddenly heard giggling.

"Huh? Starlight?" Twilight asked as she looked around.

Seeing nopony in sight, she decided that it was a false alarm and decided to go back to eating her burger. While she was eating, she started to hear the laughter, but this time it was more sensual. Twilight put her burger along with her fries down and glowed her horn.

"Who's there?" Twilight asked as she moved around.

"You're pretty feisty for an alicorn~." the voice said in a sensual manner.

"Huh?" Twilight said, immediately turning around.

"Why are you so high-strung~?"

"I may not have a clue as to who you are, but when I get my hands on you-"

Just then, a beautifully nude unicorn mare appeared in front of her.

"You'll what~?"

Twilight was flabbergasted upon seeing her for the first time. She was covered light-purple all over her body. She was quite voluptuous with her large bust touching Twilight's. She had red glossy lips with turquoise eyes matching her sensual nature. She had a very sly smirk on her face which left Twilight speechless.

"Cat caught your tongue?"

Just then, she grabbed Twilight's face and kissed her, shocking the young alicorn. Twilight tried to push her away, but her efforts proved fruitless as the mare went inside her. After the mare fully went inside her, Twilight started to have this weird feeling inside her as she started to float in the air.

"W-What's happening to me?" Twilight said as her eyes started to glow.

***

After the next few minutes have passed, Twilight was in an empty void. She looked around to see what has happened. But then she looked down and saw that she was completely naked. Twilight was embarrassed to see herself in this state as she crouched down to cover herself. Just then, she heard that familiar laughter from inside the castle.

"Who are you?"

Suddenly, she saw the same mare in front of her. She giggled as she looked at her.

"Why should I tell you when you should be experiencing far better~?" the mare said as she approached her.

Pushing her down, the mare proceeded to kiss Twilight once more. Like before when Twilight tried to push her away, her efforts were futile as the mare proceeded to have her way with her.

***

Back in the real world, Twilight woke up in the same place where she was possessed and got off the ground. The clothes on her body were burned, so she tore them off her, revealing her nude body. Twilight raised her right hand and looked at it. Chuckling as she looked at it, Owlowiscious came over to the dinner table to see what the matter was. But Twilight barely batted an eye towards the concerned owl. She just simply walked towards the balcony as she stretched herself out in an unusually sensual manner and said as she looked outside,

"I dunno about you Owlowiscious, but I'm feeling very frisky right now~."

Magic Training

Meanwhile in Trixie's cart underneath a bridge somewhere in Ponyville around the time Twilight was returning to the castle, Starlight and Trixie were in the center of the inside, kissing and groping each other as they moved around wildly.

"Are you sure this is the right place to do it? Somepony could notice." Trixie said as she took her tongue out of Starlight's mouth.

"Don't worry. We're underneath a bridge where everypony just walks through and scoffs. We're fine." Starlight said as she kissed Trixie.

"That's true. Even that goody two-shoes teacher of yours would barely come down here."

"How do you know?"

"I used to spy on her when I wanted revenge on her at the time."

"Didn't we all~?" Starlight said with a smirk.

"Just keep kissing me, my great and wonderful assistant~." Trixie said, pulling her back in.

Resuming their embrace, Starlight and Trixie went back to kissing as it soon became passionate. Trixie undid Starlight's shirt to reveal her large breasts. Trixie was starstruck at their size and grabbed them so fiercely.

"Oh, how I've missed having these girls in my face~." Trixie said as she proceeded to motorboat Starlight.

Looking down in an annoyed manner as Trixe rubbed her face all over Starlight's tits, the latter started to feel the former's as she looked at her thong leotard. Grinning about what she should do next, Starlight shoved Trixie off and pinned her on the bed. The next thing that happened, Starlight grabbed Trixie's top of her leotard off and it revealed her equally large breasts.

"It seems that I'm not the only one with a set of hooters~." Starlight said as she groped them in a strong manner.

Looking at them with a sexual thirst in her eyes, Starlight proceeded to suck on them as Trixie started to moan. The latter covered her mouth to keep the noise down while the former slowly moved her right hand down to grab her left butt-cheek. She gasped as Starlight slowly undid the zipper on Trixie's leotard. After stripping it down and tossing it aside, Starlight took her pants off and threw them aside, striking a sassy pose as she looked at Trixie before her.

"Well, I haven't seen your little patch down there in awhile~." Trixie said as she giggled.

Starlight gave a slight chuckle as she looked at Trixie.

"I think I'm gonna give her a big kiss~." Trixie said as she rose off the ground.

Moving towards her and kneeling in front of Starlight's cunt, Trixie moved her face forward and kissed her inner thighs, making Starlight moan as the magician passionately sniffed Starlight's bush. She moaned as the unicorn tenderly grabbed the other's ass before moving her tongue inside the vulva. Moving her head up and down as she licked, she panted when she lapped around the labia before finally sticking the tongue inside.

"Oh, Trixie~..." Starlight said as she covered her mouth.

Trixie wrapped both her arms around Starlight's waist as she continued to suck the nectar of her lover's vagina while masturbating to the sensation. Lapping and slurping as she licked, Starlight did whatever she could to keep the moans from getting louder. Unless she was willing to get herself and Trixie caught. Just as she was ready to cum, Trixie stopped.

"Huh? Why'd you stop?" Starlight asked.

Just then, Trixie smirked and pushed Starlight down on the bed. Getting on top of her in a sixty-nine position, Trixie said,

"I wanna feel good too, Starlight~."

Smirking as she rolled her eyes, Starlight grabbed Trixie's butt and proceeded to lick her pussy, while the latter buried herself into the former's pussy. Licking and slurping away at each other's pussies, the two unicorns were drowned in pleasure which intertwined into full-on desire. Just then, Trixie said,

"You know, you really know how to make an excuse for the Princess of Friendship~."

"Hey, I had to come up with something. She's always nagging me about my studies as her pupil."

"Doesn't change the fact that you're my girlfriend~."

Hearing this, Starlight flipped Trixie over and sat on her face. Shaking her butt as she rubbed it on Trixie's face, Starlight said,

"Since you're gonna act like this, you can enjoy eating out my asshole."

Groaning as she heard her, Trixie did as she was told and stuck her tongue inside Starlight's sweaty anus. The latter moaned as the former lapped her tongue around her walls. Starlight proceeded to rub her butt on Trixie's face once more as she was being licked. Trixie started to feel her vagina itch as she felt masturbated to her current predicament. Pushing Starlight off, she asked,

"What the hell, Trixie? I was starting to-"

Just then, she was interrupted with a kiss. After doing so, Trixie said,

"I'm feeling it, Starlight~. I need it now~."

"W-Whoa. Wait, Trixie-" Starlight said before Trixie grabbed her left leg.

Dragging Starlight towards her, Trixie raised her friend's leg up and placed her vagina closer to her friend's and started rubbing against it. Scissoring each other while continuing to keep the noise down in anyway they could, they couldn't ignore the fact that it was them and them alone. Moaning as they grind against each other, Starlight said,

"Trixie, you dummy~.'

"Hey. You told me this was what you wanted when I returned from Las Pegasus, you freakin' lesbo~." Trixie insulted.

"I wasn't the one... who suggested... we hide... down here~."

"That's why I love you~. You always know what to say~. Even when all odds are stacked against you~."

"Likewise~. Ain't no pair like us... except us~."

"Oh yes~..."

Feeling as if they're finally ready to climax, they proceeded to grind against each other even further as they finally came inside the wagon. Exhausted from the dirty sex they had, Trixie fell on top of Starlight's chest. She said,

"Your chest feels so pillowy~. Makes me... sleepy~..."

Trixie fainted on top of Starlight as the former fell fast asleep. The latter said,

"You never change..."

Starlight fell asleep as well when she covered themselves up with blankets to keep warm.

***

Later that night, Starlight woke up abruptly to conk her head in the wagon.

"Ow..." Starlight said as she rubbed her head.

"What...?" Trixie asked as she rubbed her eyes.

"What time is it...?"

"I dunno. Maybe 8:00 or something...?"

"Oh my-! I gotta get back!" Starlight said as she levitated her clothes back to her.

"Why~? I wanna snuggle with you some more~." Trixie said, burying herself into Starlight's bosom.

"Because if I'm not back soon, Twilight's gonna give me another one of her long-winded lectures again." Starlight said as she dressed herself.

"Buzzkill..."

"Don't worry. I promise I'll make it up to you when I finish my duties, alright?"

Trixie grumbled when she heard Starlight's promise. Hearing this, Starlight leaned her head closer to Trixie's and she said,

"Have I ever steered you wrong~?"

"Maybe a few times~." Trixie said as she pulled Starlight in for a kiss.

The kiss lasted no more than a couple minutes. Afterwards, Trixie walked Starlight out of her wagon.

"I'll see you around, lover~." Starlight said as she faced the exit.

"Same here, lover~." Trixie said as she slapped Starlight in the ass.

Starlight yipped as soon as she felt the slap. Trixie closed the doors after showing her girlfriend out. Starlight gave her a smug smirk as she walked back to Twilight's castle. Opening the door and looking around to see if anypony was there, Starlight snuck her way back to her room to avoid Twilight hearing her. After making her way to the Friendship table, she suddenly heard a voice she certainly didn't want to hear.

"Hello, Starlight."

Starlight closed her eyes in failure as she turned around to see who it was.

"Hey, Twilight..." Starlight said with a nervous chuckle.

"How was your time with Trixie?"

"Oh, you know... always teaching her new stuff about magic." Starlight said, scratching her head nervously.

"Oh? Then what do you have to show me~?" Twilight said.

Twilight rose out of her chair in her nude form, shocking her favorite pupil in the process.

Unexpected Turns

“T-Twilight?!” Starlight asked in a shellshocked manner.

“Yes, Starlight~?” Twilight asked, crossing her arms.

“It’s not as if I’m curious or anything… BUT WHY ARE YOU NAKED!?!?”

Starlight looked everywhere on Twilight’s body and confirmed that she was wearing nothing but nylon stockings and shoulder-length gloves.

“AND WHERE DID YOU GET THE LINGERIE?!” Starlight shouted in morbid curiosity.

“I had it with me ever since it was given to me by Princess Celestia~.” Twilight said, swooning over the Sun Princess.

Starlight was baffled by what she was witnessing. Her mentor was in the nude and she was completely in heat. Starlight had never felt more overwhelmed than she already was.

“Enough! We're gonna see what's wrong with you and I'm gonna set you straight if it's the last thing I ever do!” Starlight shouted upon grabbing Twilight's arm.

But before they could leave, Starlight noticed something off in Twilight's eyes. She said,

“Why are your eyes glowing?”

Instead of giggling, Twilight said,

“You'll see~.”

Twilight yanked her arm out of Starlight's grasp and grabbed her face. Right before her eyes, the two mares were locking lips. Shocked by her unusual display of behavior, Starlight tried to push Twilight away, but her grip was do string that she could barely budge. As their breasts pressed against each with Twilight reaching down and grabbing Starlight's butt while her tongue swirled around Starlight’s mouth, it was all coming back to the latter. There was something going on with the former.

“What the hell was that?!” Starlight asked, bewildered by what just happened.

“Think of this as a thank you for everything you did for me~.” Twilight said, holding onto Starlight.

Flabbergasted by what she just heard, Starlight shouted,

“That does it!”

Suddenly, she activated a barrier surrounding Twilight with very little chance of escape.

“You’re going to stay here until I can figure this out with the girls.” Starlight said as she wiped her lips.

But before she could leave, she was suddenly groped from behind with Twilight’s right hand attached to Starlight’s left breast while her left hand slowly reached down her pants.

“We’re finished when I say we’re finished~.” Twilight said, groping Starlight tightly.

Starlight’s eyes widened in horror as she slowly turned her head around to see Twilight sporting a saucy grin. But for some reason, the former’s eyes were magenta instead of violet, throwing the latter off.

“Who are you…?” Starlight said before she started panting.

“Care to find out~?” the possessed Twilight asked.

A gasp came out of Starlight when Twilight held her down and undo her pants with her magic while sticking her fingers into her pussy, making her moan erotically as she was being fingered. The alicorn slowly lowered herself and kissed every inch of the unicorn’s back. After doing so, Twilight took her fingers out of Starlight’s pussy and licked the fluids dripping from her hand.

“Mmm… salty and sweet~. A combination a mare would kill for~. You were doing it with another mare, didn’t you~?” Twilight suggested.

Hearing this caused Starlight to blush.

“T-That’s none of your business! And even if I did, I still wouldn’t tell you!”

“It’s Trixie, wasn’t it?”

Starlight’s mouth dropped the moment she heard the name.

“Aw, what’s the matter~? Cat caught your tongue~? How about I show you mine~?”

Twilight twisted Starlight into a position where her pussy was in the former’s face.

“I wonder how the whole thing tastes~?”

On that note, Twilight stuffed her face into Starlight’s face pussy and started eating into it. Starlight moaned passionately while Twilight violently licked her vaginal walls. As she was doing so, Twilight used her magic to remove Starlight’s upper-clothing before flipping her over to move to her anus.

“I wonder if your other hole is as the front~?” Twilight asked as she smelled it.

“Don’t you dare sniff that region!” Starlight shouted with anger.

“You’re so cute when you’re angry~.”

The next thing that happened, Twilight plunged her tongue into Starlight’s anus and began licking all over. Starlight did everything she did to cover her moans, but it was futile for Twilight licked very exotically into her walls like ice-cream. Slurping and licking as she went, Starlight could feel herself on the verge of cumming once again.

“Oh no. I’m gonna…”

Hearing this, Twilight stuck her tongue deeper into Starlight’s anus before puckering her lips and shaking her head while saying mmm. Losing every nerve with her walls being gaped and sucked, Starlight couldn’t take it anymore. She was ready for it.

“Ah. Ah. Ahhnn~!” Starlight shouted upon finally cumming.

After slurping the juices from Starlight’s pussy, she drops her to the ground. Starlight gasped for breath when she collapsed.

“What have you done to Twilight…?” Starlight asked, breathing rapidly.

“Just showing her the true pleasures of friendship~.” the possessed Twilight said, brushing her hair aside.

Suddenly, Twilight grabbed Starlight’s leg and got into a scissoring position with her. The latter could feel her pussy touching the former’s before she started rubbing against it.

“Oh yes~!” Twilight said, grinding against Starlight.

“No! Please!” Starlight said, trying to cover her moans.

“Admit it! You are enjoying this~!” Twilight said, moaning passionately.

“Sweet Celestia~!”

Any thought of struggling against this started to leave Starlight drunk with lust. She removed her hands from her mouth and started moaning louder. Twilight spanked Starlight as she grabbed the latter’s left breast in a fierce manner. Several minutes have passed since Starlight lost her mind in sensuality. But they were on the edge of climaxing.

“It’s coming~! It’s coming~!” Starlight erotically shouted.

Twilight started gyrating faster before pulling Starlight in for another passionate. After sharing their kiss, they were now five seconds from cumming. And that time has now passed.

“Ahhhnnnn~!!!!” they shouted simultaneously.

Looking dazily at Starlight, Twilight wrapped her arms around her for another kiss. But she passed out onto the former’s bosom as the latter became unconscious.

***

One hour later, Twilight was in her room. But this time, she was surrounded by another magical barrier.

“Oh, what is this~? I thought you were enjoying yourself back~?” Twilight asked in a seductive tone.

“I was. I just needed to buy some time long enough before you woke up.” Starlight said with a smirk.

Grinning while looking at Starlight, Twilight teleported herself out of the portal. But for some odd reason, she was teleported back into the barrier.

“What? How in the-?” Twilight said, looking around the barrier.

“A little spell I worked on back in the village as a dictator. Never knew it would come in handy once again.”

“I will get out, Starlight Glimmer~. And when I do, you, me, and our friends are going to have so much fun together~.” Twilight said, rubbing her tits against the barrier.

“Maybe, but how about you rest for awhile? And whoever you are, you won’t get away with this.” Starlight said before leaving Twilight’s room.

“Oh, but I can. Oh, but I will…” the unknown entity said, chuckling to herself in Twilight’s voice before going to sleep.

Beauteous Carnality

As Twilight was lying about in her subconscious, the unicorn mare gazed at the nude purple alicorn while she twisted and turned in her sleep. When Twilight turned to her direction, the unicorn looked at her lips. Grinning and licking her own, the unicorn summoned some lipstick to apply to her lips and proceeded to get on top of Twilight. Tilting her head to face hers, she grinned at the mere thought of feeling her lips touch Twilight’s. Lowering herself down, she kissed Twilight passionately as the purple alicorn slept.

“Mmm~…” the unicorn, making out with Twilight.

She grabbed the head and continued to kiss Twilight while giggling to herself. As she continued to do so, Twilight slowly opened her eyes. But upon noticing she was being molested, she immediately pushed the mare off her and backed away. At this point, Twilight got a clear look at the unicorn mare. Her hair was long and wavy with the color of orange-red as well as a bang covering her right eye. Her body was voluptuous with the ballistics showing everywhere. She had eye shadow on her eyelids with turquoise eyes. The only sense of clothing she had on her was a choker with a spinel on it.

“What do you think you’re doing?!” Twilight shouted, wiping her lips clean.

“Just trying to show you a good time~.” the unicorn said in her lewd tone.

“By raping ponies in their sleep or kissing them by surprise?!” Twilight yelled, filled with embarrassment.

“Care to pick which one~?”

Twilight moved her eyes around, unsure of what to choose. Just then, the pony got up and walked towards Twilight. The latter tried to crawl away, but the unicorn pinned her down before she could make her escape.

Who are you and why did you invade my subconscious?!” Twilight demanded while covering her body with her wings.

“My name is Beauteous Carnality. I was the head serviette for the Royal Sisters.” the unicorn claimed.

“Why are you doing this? You could have easily used my body to take over Equestria, yet you choose to abuse it for your own lewd gain!” Twilight said, teleporting away from Beauteous.

Beauteous simply giggled and teleported to where Twilight was standing. They were up close to with the former’s and the latter’s breasts pressing against each other.

“I wouldn’t do anything as trivial as take over Equestria. I’ve already seen what you could do and what you were capable of.” Beauteous said, covering her mouth as she haughtily laughed

“Then why are you in my body?” Twilight asked, pushing back with her breasts.

Giggling at her direct approach, Beauteous said,

“Simple. It has been over a millenia since I had a fun time with anypony and I wish to exhale my frustrations by doing it with you and your friends.”

Beauteous wrapped her arms around Twilight’s waist as she lowered her right arm down to grab her left butt cheek. Moving her head around, she sniffed Twilight’s hair before moving it around to kiss her neck while licking the sweat off her. Having heard enough, Twilight pushed her away. But Beauteous grabbed Twilight and shoved her to the ground.

“I already told you who I am and what I wanted. Now you’re gonna repay me tenfold for passing out on me~.” Beauteous said, licking her lips.

“Why?! Isn’t it enough you already assaulted me and Starlight?!” Twilight shouted.

Beauteous leaned herself closer to Twilight and she said after grabbing her face,

“One pony is never enough~. Now pucker up~.”

They went back to kissing with Twilight once again failing to push away Beauteous. The latter went back to groping the former. Kissing her across the neck as she went down, Beauteous went to sucking Twilight’s breasts. Like a lollipop on a stick, Beauteous sucked really hard on Twilight’s nipples. The alicorn tried to push her away with her magic, but the unicorn easily overpowered her.

“Guess I’m gonna have to hold you a little.” Beauteous said before glowing her horn.

Just then, Twilight’s eyes started glowing with some form of hypnosis spell. She tried to fight it, but her bouts were in vain as she was now in a luminescent form of hypnosis.

“Are you behaving ourselves now~?” Beauteous asked in a seductive tone.

“Do you even need to ask~?” Twilight said with sensualness in her voice.

Twilight pulled Beauteous in for another kiss instead of fighting it, she embraces it. The kiss was so passionate that she locked her legs around Beauteous and started kissing her in a more passionate manner. So passionate that she moved her hand down and grabbed her butt.

“Ahn~! I always knew you were Celestia’s star pupil, but I never knew you figured out where to grab~!” Beauteous said, feeling her cheeks get spread.

But before Twilight could have even more fun with Beauteous, the latter got off of her.

“What’s the matter~? Am I too much of a mare for you to handle~?” the former teased.

Just then, Beauteous got on top of Twilight’s head and went to the ground in a sixty-nine position.

“How about you make this mare feel good~?” Beauteous said, facing Twilight’s pussy.

With no sense of hesitation in her voice, Twilight said,

“With pleasure~.”

The two proceeded to lick each other’s cunts without a care in their minds. Twilight licked away at Beauteous’ pussy lick like ice-cream before burying herself into it while Beauteous did the same, but fingering her anus as well.

“Were you always a lesbian your whole life, Twilight~?” Beauteous asked, licking the vaginal walls.

“I will be honest that I never really had any male crushes~.” Twilight said, sucking away at the pussy.

“Do you have a crush on any of your friends~?” Beauteous asked, turning her head towards the alicorn.

“Why do you ask~?” Twilight asked while smelling Beauteous’ anus.

Knowing where she was sniffing, Beauteous sat on Twilight’s face and said,

“I have looked into your mind and I noticed that you have always wanted to start an orgy with your friends for quite some time during your first visit in Ponyville~. Not surprising, considering your wants for experience~.”

“What can I say~? I’m hungry for knowledge~.” Twilight said, hugging Beauteous’ butt.

Grinning, Beauteous proceeded to rub her butt on Twilight’s face as the alicorn proceeded to motorboat it. Wasting no time, Twilight stuck her tongue inside her anus and started licking her. Beauteous started moaning and masturbating while rubbing her butt on Twilight even further.

“Mmm~...” Twilight moaned while slurping at Beauteous’ anus.

Beauteous bit her lower lip as Twilight wildly licked her insides. The unicorn rubbed her butt on the alicorn’s face even harder with her beginning to feel the need to cum everywhere on her body.

“Twilight~! I feel it~! It’s ready to come out~!” Beauteous shouted while masturbating.

“Anytime~!” Twilight shouted, still violently slurping into her walls.

Masturbating hard while feeling her anus gape, Beauteous was seconds away from cumming all over Twilight’s body. Encouraged by Twilight’s words, she came all over Twilight’s body, screaming out with pleasure.

“You’re good~...” Beauteous said, resting on Twilight’s crotch.

To her surprise, Twilight pushed her off and got on top of her.

“Can you really get them to do it with me~?” Twilight asked, caressing Beauteous’ lips.

“I wouldn’t be here if I didn’t want this~.” Beauteous said, sucking on Twilight’s fingers.

Using her magic, Twilight formed a bed in her subconscious and teleported herself, including Beauteous onto it. Grinning at the fact that she will be receiving the help she could get, Twilight said,

“I think that you and me are going to be the best of friends~.”

“You and me both~.” Beauteous said before going back to making out with the princess.

***

Back in the real world, Twilight in Beauteous’ trance looked around and saw that her friends were now here in front of the barrier created by Starlight. Walking towards the barrier, Twilight pressed her breasts against it and asked,

“What took you girls so long~?”

Bait

Looking around Twilight’s room, she sees that the girls are now gathered and ready to figure out why she is acting the way she is now.

“Yup! She’s certainly lost it!” Pinkie Pie said in an observant, yet excited manner.

Looking through the barrier at the possessed Twilight, Applejack asked,

“Let me get this straight one more time. You really have no idea about how Twilight winded up like this?”

“Would I have snatched you away from your chores without telling this?” Starlight said, look at Applejack before turning to Twilight.

“Hmm… How long do you reckon she’s been like this?”

“Yeah! And why isn’t she wearing any clothes?!” Rainbow Dash asked, looking the other way.

“I agree, darling. Such indecency should go accounted for without an explanation.” Rarity said, cover her mouth at the sight of Twilight.

“I dunno. When I was coming back from visiting Trixie, Twilight somehow turned into the nympho freak, hellbent on having the biggest orgy a pony could ever experience!”

“Hmm. Sounds like a certain dragon we know…” Rarity said, looking up to the sky for ideas along with the other girls.

Starlight rolled her eyes at the thought of Spike ever wanting to have sex with Twilight.

“Spike may be heavy on the fluids with the other princesses, but the last thing he would ever wanna do is have sex with Twilight. I mean, the two are practically siblings by now, so it would feel weird to…”

Everypony gave Starlight a stern look about her statement towards Spike.

“What?! They’re not sex friends! Besides, it’s not like any us ever had these thoughts in heads!” Starlight countered.

Everypony made a hmm sound while they started to think about what to do next. Just then, Applejack said,

“Regardless, we have to get Twilight out of this funk and see what we can do to exterminate this here ghost you mentioned. How did you two meet, by the way?”

Hearing this made Starlight blush redder than lava when she heard that question. Seeing this, Beauteous said in Twilight’s voice,

Oh, you have no idea how much fun we had making each other’s acquaintances~. It was a magical time we had in the hallway~.”

“Ooh~! Tell me about it~!” Pinkie shouted with joy.

“You really wish to know~?” Beauteous asked.

“NO!!!” Starlight yelled, filled with embarrassment.

The girls jumped in fright from hearing Starlight shout out loud.

“I-If you tell them what you really did to me, there will be consequences!” Starlight said, pointing at Twilight in a flustered voice.

“Oh~? From what I remember in our first encounter, you seemed to enjoy this~.” Beauteous said, rubbing her butt against the barrier.

Just then, it clicked in their minds. They were all awestruck at what happened to Starlight, turning to her in shock. Her brain was scrambled eggs at this rate.

“I-It wasn’t like that! She just caught me off guard!” Starlight shouted in a defensive tone.

Shrugging, Applejack wrapped her arm around Starlight’s shoulder. Shaking but not breaking away, the unicorn let the earth pony bring her by the barrier for a sit-down.

“Look, sugarcube. I understand why you’re feeling this way and I do have some concerns for Twilight, but how do you suspect that we’re gonna restore her to normal?” Applejack asked.

“I dunno. I just remember coming back from seeing Trixie and all of a sudden, Twilight was naked. The rest… I would rather not say.” Starlight said, covering her face.

“You got molested, didn’t you?” Rainbow Dash asked in a clueless manner.

“Rainbow Dash!” Rarity exclaimed, hitting her in the arm.

“Ow! I was just asking!” Rainbow Dash said in a defensive tone.

After watching Rainbow Dash go outside, Fluttershy asked,

“Are you going to be okay? You look pale.”

“I’m fine. Just a little shaken up from Twilight’s attitude towards me is all.” Starlight said in a nervous tone.

Just then, Starlight heard the barrier rub. She turned around and saw that Twilight was rubbing her butt into her face. She sported a naughty smirk as she did that.

“You know you want to kiss it~.” Twilight said, pressing her butt against the barrier.

“Ugh. I need some time alone. Pinkie and Applejack, would you mind watching out for Twilight in case she tries anything weird? I need to figure out how to bring her back to normal.” Starlight asked.

“Can do, sugarcube.” Applejack said, tipping her hat.

“Okie-dokie, lokie!” Pinkie shouted, giving her a salute.

“Thanks…” Starlight said before heading to her room.

After the other girls left, Applejack and Pinkie turned towards Twilight, who was in a downward dog position shaking her butt at the two.

“C’mon~. Just one little kiss~.” Twilight said, continuing to shake her butt.

Gulping at the sight of what Twilight could do, Applejack asked,

“Wanna take turns in giving her something to eat?”

***

Hours have passed since they were assigned to keep an eye on Twilight. Applejack was asleep while Pinkie was eating her own cupcakes along with the whipped cream. Looking at the situation from her bed, Beauteous had an exquisite idea.

“Oh, Pinkie Pie~.” the possessed Twilight asked.

“Yeah~?” Pinkie responded, licking the whipped cream.

“How would you feel about coming in to share some of your treats with me~? I’ll share some of the apple pie and the cupcakes with you~.” Twilight said, spreading her legs out with the cupcake blocking her pussy.

“Sure, but don’t you already have some of the sweets inside the barrier?” Pinkie asked, scratching her chin.

“Yes, but it seems to be an awful lot for a pony to finish herself~. Why not help me in finishing the job~?”

After thinking it over for a brief moment added by a little bit of pacing around, Pinkie said,

“Eh, who am I to turn down a free meal. Why not? But how are you gonna unlock this barrier? It was created by Starlight to keep you in here.”

“Yes, but I just thought I would amuse her. I already about about the spell from years of Celestia’s school. Now are you gonna come in or are you gonna leave your dear friend alone~?” Twilight asked, making a pouty face.

“Well, we can’t have that now, can we?”

Smirking, Twilight unlocked the barrier with relative, allowing Pinkie to come inside. Upon her entry, Twilight sealed the portal.

“What the-?” Pinkie asked before being grabbed by Twilight.

Suddenly, Pinkie was pulled in for a french kiss by Twilight. Surprised but not really panicking, Pinkie allowed herself to be seduced by the purple Alicorn. Never even objected as Twilight pulled up her skirt and grabbed her butt.

“Mmm. It’s quite heavy…” Twilight commented before using her other hand to grab Pinkie’s breasts.

The two giggled as Applejack was fast asleep.

“You’ve got quite a grip, Twilight~.” Pinkie said before being pushed on the bed for their inevitable affair.

Candy

Tackling Pinkie on the bed, Twilight lowered herself down and continued to kiss her. In the midst of the passion, Twilight moved her hands and grabbed Pinkie’s breasts. Moving her head down, she proceeded to motorboat her boobs. Pinkie giggled as she felt her bosom giggle. After undoing her shirt and bra, Twilight gasped and said,

“Those are some big knockers you’ve got there~.”

“Thirsty~?” Pinkie asked.

“Very~.”

Giggling, Twilight moved down and started sucking on Pinkie’s breasts. The pink pony covered her mouth to block out the loud noises while the alicorn continued to drink from them. While Pinkie continued to moan, Twilight opened her eyes and noticed the whipped cream can by her right side.

“Oh~?” Twilight said, removing Pinkie’s nipple from her mouth.

“What’s wrong, Twilight?” Pinkie asked with a worried tone.

Hearing her, Twilight sprayed the whipped cream all over Pinkie. After covering her with it on her areas, Twilight proceeded to lick every inch of Pinkie’s plump body. From sucking the cream off Pinkie’s breasts to licking all the way down, Twilight pressed her mouth into Pinkie’s pussy and sniffed it.

“Ahn~. Twilight~...” Pinkie said, covering her mouth.

Twilight opened up Pinkie’s pussy and sprayed it inside. After doing so, Twilight asked,

“I wonder how sweet it tastes~?”

With no hesitation, Twilight stuck her tongue out and started licking the insides of Pinkie’s cunt. The taste was well-balanced with the flavor of sweetness and salt, pouring out as Pinkie moaned.

“Oh Twilight~. You have a great tongue~. I never would have guessed~.” Pinkie said, biting her lip.

Twilight continued for a good ten minutes before flipping Pinkie over. The latter was in a downward dog position with the former looking at it.

“Sweet Celestia, you’ve got a big ass~. I wonder how it would look with a face on it~?” Twilight asked, crossing her arms.

Turning to her drawers on the left, she saw the various candies she was given by Pinkie while she was still incarcerated by Starlight. Smirking, Twilight grabbed the whipped cream and started spraying on Pinkie’s butt. It took the form of a big smiley face. The next thing that Twilight did, she put jelly-beans on the eyes, then she put a piece of chocolate on the anus covered with a makeshift nose, afterwards she added mint candy on the smile all over the smile.

“Twilight… this is so embarrassing~...” Pinkie protested.

“Don’t be silly~. You always did embarrassing things~.” Twilight said before sticking her tongue out.

Suddenly, Pinkie started to feel drool come down her ass as Twilight motorboated. The latter started to lick everywhere as the former kept still, not wanting to break the alicorn’s concentration. After licking the eyeball and eating the jelly-bean, Twilight spanked Pinkie on her right cheek.

“Ahn~!” Pinkie yelped in an erotic manner.

“Bounce it for me~.” Twilight whispered into Pinkie’s ear.

Obeying her command, Pinkie started to twerk her ass as Twilight licked and ate the candy off. After licking and swallowing the candy everywhere, Twilight eyed the piece of chocolate on Pinkie’s anus. Licking her lips, Twilight moved her face forward and plunged her tongue into Pinkie’s hole. After chewing and swallowing the candy, Twilight continued to lick and suckle on Pinkie’s anus for around fifteen minutes without cease.

“Mmm~...” Twilight moaned as she licked.

“Oh~... Don’t stop~...” Pinkie begged.

Twilight buried herself deeper into Pinkie’s ass and continued to lick. Slurping everywhere, she started the suck like a fish while Pinkie felt ready to cum.

“Twilight… I can’t hold it anymore~... I want it~...” Pinkie said.

“Hold on~.” Twilight said before flipping Pinkie over.

Just then, Twilight placed her lips on Pinkie’s pussy and went back to licking. After enduring five minutes of her cunt being slurped, Pinkie said,

“Twilight… I’m ready~!”

“Go ahead~.” Twilight said with her mouth full.

On that note, Pinkie came entirely into Twilight’s mouth. Moving her head away, Twilight gulped her pussy juice and licked her lips before turning to Pinkie.

“I never knew you were into this~.” Pinkie said as Twilight laid on her.

“I always enjoyed playing with myself when I was alone. But now, I thinking about going for a walk~.” Pinkie said, getting off the bed.

“Wouldn’t it be wise to get dressed first~?”

“No. I’m fine like this.” Pinkie said, looking at her nude body.

“Suit yourself~.” Twilight said before releasing the barrier.

Getting out of the barrier, Pinkie looked everywhere across Twilight’s castle before turning to Applejack. Giggling mischievously, Pinkie got down on her knees and kissed Applejack on the lips, shocking the apple pony out of her sleep.

“Pinkie Pie! What in the blue blazes do you think you’re doing?! And why are you naked?!” Applejack shouted.

“Just going to enjoy a little nature walk~. Care to join~?” Pinkie said before running.

“Hey!” Applejack shouted as she chased Pinkie.

Twilight smirked as she watched the two run out of her room and outside into Ponyville.

***

Back in Twilight's psyche, Beauteous and the latter were in a sixty-nine position, licking each other's cunts as they talked to each other.

"Your friend is quite the lively one here." Beauteous said, on top of Twilight.

"Pinkie has always been random. This is just Monday to me." Twilight said, on the bottom.

"Perhaps, but I would have loved to sink my hands into that body of hers and drink from those fat breasts of hers~."

"You're not the only one. I've always looked at that huge rack of hers whenever we ate anywhere in Equestria. In fact, I think it rivals even the princesses."

"And I think you need to keep licking~."

"Oh right. Sorry..." Twilight said before licking Beauteous' pussy.

'Mmm~. It feels so good to have your own cunt licked~." Beauteous said, before doing the same thing to Twilight.

"Ahn~. Anyway, you haven't told me much about yourself. What made you go so far as to possess me of all ponies when you could have settled for Celestia or Luna?" Twilight asked.

"It's a long story. But if you wish to hear it, you have to endure keeping up with me~." Beauteous said, rubbing her ass on Twilight.

"How long~?" Twilight asked, sticking her face into Beauteous' butt.

"Long enough for me to cum~."

Giggling about this challenge, Twilight tackled Beauteous and said,

"You're on~."

Hearing this, Beauteous grabbed Twilight and proceeded to kiss and grope her once more in the bed.