Twilight's Second First Time

by ScarletRibbon

If You Fail to Plan...

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Twilight closed her eyes and pushed back against the warm, thick flesh that parted her folds. For now, Bow Hothoof was the only stallion rutting her as the others lay about the throne room trying to recover. His heavy balls swung forward and tapped against her clit as he gently stroked in and out of her, his medial ring stretching her ever so slightly as it popped in and out of her sanctum.

MULTIPLY. FOAL.

This spell was almost a curse. The voice in her mind had not stopped screaming at her, setting her neurons on fire every time her needy cunt was emptied, but she was physically worn out and her body was enjoying the slower pace of Bow’s tender loving. She looked back at him and parted her lips. Bow Hothoof leaned down and kissed her passionately, his hips never resting.

She was long past the point of exhaustion, but the spell continued to hold her in its grip, not letting her stop. It was a good thing alicorn bodies were effectively immortal because a normal pony might have died from overexertion. As it was, she was feeling weak and dehydrated from the unbelievable amount of gushing of her fluids, and yet somehow there always seemed to be more.

Bow parted from the kiss and nipped at the nape of Twilight’s neck. A chill went down her spine and her whole being shuddered in pleasure. His hips moved slightly faster but still moved with a loving tenderness that made Twilight uncertain how close he was to his climax. His balls brushed her clit again, this time just as it winked.

Her pussy exploded with her fluids again, her entire body convulsing as she clamped down on the shaft inside of her. Her brain lit up with pleasure, stripping her of any ability to focus on the sights and sounds around her.

BREED. BIRTH.

The only clear thoughts she had throughout the orgasm were the compulsive commands of the accursed spell. And though she hated the complete control it held over her, against all reason, she still enjoyed every moment of her ordeal.

She could feel the slow expansion of Bow’s flare inside of her, scraping against her insides as it slowly throbbed and pulsed in ejaculatory bliss. Unlike most of the others, he did not withdraw immediately. Instead, she felt a budding relief as he started preening her soiled wings, pulling the stuck feathers apart as his dick slowly throbbed to a stop and then receded. After a few moments, his cock had retreated far enough into his sheathe that it popped out of her, and he dismounted.

SIRE. FIND.

As the emptiness in her nethers overcame her, the voice once again demanded her compliance. She put her head down and her ass up, flagging her tail, but none of the stallions moved. Gazing about the room, it seemed everypony was worn out. The Wonderbolts - who had been her most prolific performers yet - lay on the ground in a triangle, gasping and panting in sync with each other, still subconsciously working in perfect formation.

Nearby, Luna gently licked her father and brother’s cocks clean while her mother - seemingly the only pony here not singularly focused on Twilight herself - serviced Luna folds with her tongue.

Across the room, she spied Cadance, standing next to a familiar earth pony stallion. A stallion that had not tried to breed her yet. A stallion that would not be already exhausted.

CLAIM. TAKE.

The spell’s incessant command took over again and Twilight began to crawl toward him. The stallion was holding eye contact with her, a sad frown on his face and tears rolling down his cheeks.

A blur of rainbow color came to an abrupt halt in front of her, blocking her view. Rainbow Dash immediately spread her legs for Twilight.

DESIRE. SERVICE.

Twilight stepped straight into Rainbow’s open invitation, dipping her tongue into Rainbow’s waiting folds. The salty taste of semen touched her tongue, and the fire in her mind flared up again. Rainbow trapped Twilight’s head between her hind legs, writhing in pleasure as Twilight’s needy exploration of her folds went deeper, her tongue desperately seeking more of the deposit hidden within. A small part of her mind fought back, wondering why Rainbow would have a stallion’s cum in her snatch, but she was unable to think with any clarity under the spell’s effects. She only knew she needed to get deeper.

Something long and hard touched her folds, and she pressed back into it instinctively, groaning into Rainbow’s cunt as the new sensation in her nether lips sent sparks of pleasure through her body. The intruder was not at long as the other stallions, but it was far more rigid, pressing against her walls firmly. Twilight humped against it anyway, with short, hard thrusts. A high-pitched voice moaned behind her as the hard rod penetrated her slick canal over and over, grinding against her clit with each thrust.

It did not take long before Twilight came again, desperate for the new intruder to release his spunk. Her head raised up from Rainbow’s lower lips as an orgasmic scream. Whatever this strange stallion was doing felt amazing, and she slammed her hips more forcefully against him, desperately wanting him to throb and swell inside of her. Instead, a mare screamed as a tingling sensation shot through Twilight’s entire nervous system, sending her into immediate convulsions.

Her legs gave out and her body collapsed to the floor, her eyes landing right in front of Rainbow’s pucker. Some of the semen had drooled from Rainbow’s pussy down onto it. The compulsive desire to consume all of the semen she could reach took over and she took a long lick across Rainbow’s asshole. The pegasus responded with a torrential spray of love juices from her pussy, obviously having been pent up for hours, and then melted into a quivering pile of rainbow mane and tail.

Twilight continued to lick Rainbow’s back door until she felt herself lifted off of the ground by a unicorn’s magic. Before she knew what was happening, she was on her back, still floating as Starswirl the Bearded gazed down upon her, his horn alight with magical energy. The elderly stallion wasted no time before driving her down onto his flesh with his magic, jackhammering into her as deeply as any other stallion, yet with no movement of his own. Twilight threw her head back, screaming in bliss as the old stallion, relying on his mind and magic, performed better, faster, and deeper than any young stallion could need to keep up with.

She wasn’t sure how long she’d been repeatedly impaled upon on his cock, but Starswirls’ endurance had lasted far longer than the others, and by the time he finally unleashed a potent storm of cum into her depths, many of the other ponies had recovered.

Starswirl lowered her down onto Rockhoof’s chest again, where the titanic earth pony seized Twilight’s frame and impaled her ass on his titanic dong. She shrieked in both pleasure and pain as the largest cock she’d ever had in her ass threatened to split her in half, followed by a pleasured whimpering as he thrust in and out. Rockhoof paid no mind to her mewling, nor did he seem to notice when another stallion climbed over the top of him and claimed her cunt.


Princess Twilight Sparkle laid on the stallion, a circle of other horny stallions and mares standing around her. Shining Armor had climbed up and was once again pounding away at her pussy as Cadance growled in frustration. Sugar Belle was grinding against Twilight’s horn beneath her, while Spitfire laid on top of Sugar Belle with legs spread open before her, Twilight’s tongue lashing and whipping around her pussy and ass. The remainder of the ponies were patiently waiting their turn, stroking themselves in varied states of arousal and exhaustion.

Star Tracker watched the proceedings with a heavy heart. While he knew her heat was partially responsible for this mess, according to Celestia most of the blame lay at the malfunctioning spell that affected her. He understood that on an intellectual level. But it still hurt his heart to watch.

“Hey,” Cadence said, tearing her gaze away from her husband and walking over to Star Tracker. “I think I’ve figured out where I know you from. You’re Star Tracker, aren’t you? The one from the newspaper? Didn’t we meet on Iron Will’s zeppelin cruise?”

Star Tracker said nothing. Cadence wasn’t even sure he had heard her at first. He simply watched with subdued horror as Shining Armor finished with Twilight and Night Light immediately stepped in to take his place.

“Yeah,” was his eventual reply.

“But you haven’t approached Twilight, so you aren’t trying to breed her, are you?”

Star Tracker finally tore his gaze away from the proceedings and looked up at Cadance, a scowl on his face. “You’ve seen the papers.”

Cadence nodded. “I’ve seen the papers, and I know what she did to you afterward, but that doesn’t really answer the question. The shield hasn’t ejected you, so there’s obviously some level of desire to be with her.” She raised a hoof and gestured to the sex-massacre spread out in front of them. “And I know you’re not in a relationship with her, otherwise we wouldn’t be in this mess.”

“Please don’t go blaming me for this,” he said somberly. “It is not my fault.”

Cadence raised her hooves in surrender. “Sorry, that’s not what I meant to imply. I only meant that if she would have just settled down with you, this could have been avoided. Instead, she freaked out.”

Twilight? Settle down with him? Star Tracker wasn’t sure how to reply to that, so he kept his mouth shut. He looked over at Twilight’s ongoing orgy again.

“So, did you come back here for more?” Cadence asked. “That’s all I was asking.”

“More of what?”

“Another go at Twilight Sparkle. Maybe one you’ll remember this time,” Cadence clarified. “I wouldn’t blame you. If you haven’t noticed, she’s open to literally anypony who will oblige her right now.”

Star Tracker frowned. “You mean I could walk up and mount her right now, and she wouldn’t stop me?”

Cadence extended her wing to the ongoing orgy. “Isn’t it obvious? Between the scent of two alicorns in heat and the spell, I’m actually surprised you haven’t already.”

“The spell Celestia told me about? No, I’m not anywhere near her magical potential. Why?”

Cadence shrugged. “Well, other than her mom, you’re the only pony here who isn’t.”

“Yeah, why is her mom here?”

“To try and suck off my husband, as far as I can tell,” she sighed. “I don’t understand unicorns and their incest thing.”

“What about you and Luna?” he asked.

“Seriously?” Cadance said, shooting him a glare. “What makes you think I’ve ever done anything sexual with my aunt?”

“N-no!” Star Tracker backpedaled. “I mean the spell. You two don’t seem to be affected.”

Luna perked up immediately from where she was trying to coax another tired stallion into giving her a ride. “That is a good question,” she announced. “Why aren’t we affected? Shouldn’t we also be trying to mate with Twilight?”

Cadence hadn’t thought about that. She put a hoof to her chin, pondering the question for a moment. “Well, the baseline comparison for the spell was Starlight Glimmer. I would not be surprised if I simply am not as powerful as Starlight. Yes, I have the power of an Alicorn now, but we all know I’m the weakest of the four of us. Remember, I was only a pegasus before, and not a particularly powerful one.”

Luna frowned. “I suppose that makes some sense. Comparatively speaking, it is easy to forget that you were ever a pegasus when you have been one of us for so long.”

“But what about you?” Cadence wondered.

“Perhaps I am immune simply on account of participating in the spell,” Luna suggested. “But otherwise I do not know. The bigger question is regarding my sister. She is unfathomably more powerful than you or I, and she certainly would be more powerful than Starlight, yet she was also unaffected.”

I saw an image of Twilight flashing through my mind - a rather saucy one, I must admit - and it came with a nearly overwhelming desire for sex.

Cadance considered Celestia’s words from earlier that morning. “I don’t think she was, actually,” Cadence replied. “She mentioned seeing a sudden image of Twilight in a provocative pose in her mind. I didn’t get a vision like that, which means something affected her but not me. I guess it may be simply that she really does have that much control over herself, or maybe the spell couldn’t compel her the way it does other ponies, precisely because of how powerful she is.”

“That is true,” Luna agreed. “We don’t even know the full extent of her power, as none have ever been even remotely comparable.” She turned to Star Tracker. “Speaking of my sister, she is the one that sent you here, did she not? I can sense her magic upon you.”

Star Tracker nodded, his attention still focused on the ongoing orgy. He hadn’t been able to smell anything since his arrival; something he was silently thankful for, as he was certain the room smelled terrible.

Why couldn’t he smell anything? This room ought to reek terribly, he wondered silently.

“Why did she send you here?” Cadance asked. “After what Twilight did to you, that seems cruel.”

He shrugged. “I told her that Twilight needed forgiveness.”

Cadance’s emotional awareness could feel a sad affection swelling from Star Tracker as he gazed upon Twilight. “I don’t think she could have chosen a worse time,” she responded, laying a consoling wing across his back. “I am sorry for her lack of sensitivity in the matter.”

“What’s wrong with the timing?” Star Tracker asked.

Cadence nodded toward the pile of ponies clambering over Twilight’s desperate form. “Do I really have to explain it?”

“No, I suppose not,” he said with a sigh. “But I was somewhat warned in advance. It’s just a little jarring to see it happening.”

The orgy continued unabated as he stood and watched. A small part of him wanted to join in - to put her willingness to the test. But a much larger part of him did not want to take advantage of her in her current state.

After several minutes of numb observation, Star Tracker was suddenly blinded by a massive flash, and a deafening crack filled the chamber as the entire castle shook. Star Tracker blinked several times, and when he could finally see again, the massive stone table next to him had a crack running down the entire length of it.

And the Cutie Map faded from the table’s surface.

Twilight stood upright on shaky legs. Confused voices erupted throughout the chamber. Several ponies stood up, shaking their heads and looking around as the spell ceased. Two mares and a stallion shrieked and bolted from the castle in tears. Others still lay on the ground, moaning and completely exhausted.

One of the stallions who had been waiting patiently didn’t seem to be fazed by this sudden turn of events and tried to mount Twilight, but she gently rebuffed him, no longer compelled to allow all possible mates. Sensing the opportunity, Princess Luna quickly trotted over and presented herself to him before he could cause trouble, encouraging him to rut her. He mounted her without hesitation and Luna hissed in satisfaction as she finally claimed some relief of her own. Another stallion approached Luna from the front. Star Tracker looked away just as she began to lick and suck at the stallion’s tool.

Twilight was limping toward Cadance, barely able to walk. “It’s done,” she gasped. “I think one of the stallions finally… done.” She collapsed face-first onto the throne room floor. Another stallion approached, apparently intending to take advantage of the collapsed mare, but Cadance shoved him away with her magic and he took the hint, getting in the short line for Luna’s breeding.

Cadence and Star Tracker waited patiently while Twilight breathed heavily on the ground in front of them. The majority of the ponies in the throne room had come to their senses and wandered off, apart from those who stayed to service Princess Luna in their own celebratory orgy. A few others were simply engaging in a small orgy of their own - no longer controlled by anything, but just simply enjoying themselves anyway.

Twilight eventually pulled herself up to a sitting position. “You’re… Star Tracker,” Twilight huffed, still trying to catch her breath. She broke eye contact, hanging her head in shame. “I owe you an apology. I did a horrible thing to you, and then I wiped your memory of it because I couldn’t live with the guilt. And now you had to see this. I’m sorry.”

“No,” Star Tracker responded, reaching out and brushing some of the cum-stained mane plastered across her face to the side and out of her eyes so she could see better. “You just made a mistake. Several mistakes. But you didn’t do anything horrible to me. Really, it’s okay.”

Twilight sniffled a little bit. “I’d been meaning to find you after all this. I feel terrible about what I did, and I’m sorry I couldn’t bring myself to apologize before. I can reverse the spell, but I don’t know if I should. I don’t know if you even want your memory back.” She finally met his gaze again, her pleading eyes watered with tears. “Do you?”

Star Tracker ran his eyes up and down the form of the cum-stained mess that was Twilight Sparkle. Doubts galloped through his mind. Maybe Celestia was right. Maybe he really didn’t know the Princess.

“I…”

He had been so sure that he was in love with Twilight. He had spoken so surely before Celestia, and Celestia had cast all of those feelings into doubt. But now that she was in front of him - after what he had just seen. After what she had just done.

“I don’t.”

Twilight Sparkle sniffled as tears of guilt welled up within her. “I’m sorry,” she whispered. Then she turned away from him, nodded to Cadance, and started walking slowly toward the north hall. After a few steps, she stopped and turned again. “... Can you at least explain to me why?”

“Because you’re a princess, and I’m… a sappy nopony who wears his heart on his neck,” he replied. “We have no future together, I know that. You weren’t thinking clearly that night. It’s not like you really wanted me. And that’s why I don’t want to be stuck with the memory of something between us that didn’t mean anything.”

Twilight didn’t move. She didn’t speak. Her eyes darted between the floor and Princess Cadance - and on occasion, she even met Star Tracker’s gaze again.

“Star Tracker…” she began hesitantly. “I’ve been nothing but cruel to you.”

“Celestia already told me everything. I can’t blame you for things you cannot control,” he replied. “And I want you to know that I forgive you.”

“No!” Twilight cried. “Stop that, please! Stop being so nice!”

“Because,” he continued undeterred. His hoof lowered to her chin as he brought her face up to meet his gaze again. “Even if we have no future together. Even if I don’t know who you really are deep down, I know that underneath all of this is the pony that set my life on the right path. And that pony is you. So I forgive you. I can’t do anything but forgive you.”

With that, Star Tracker turned away. “And that’s all I really came here to say,” he said, and headed toward the eastern wing, his eyes set on the great doors to the outside beyond.

“Cadance?” Twilight whispered. “What happens if I don’t want to wed the father?”

“What?”

“The father of my foal. The law requires that I marry the father of my foal.”

“There’s nothing in the law to address your wants, Twilight.”

“Then, please. Tell me what I need to do to rewrite it.”

Cadance bristled. “Without the law, Shining and I--”

“What if...” Twilight interrupted, her mind desperately searching for a loophole. “What if the law says I have to marry a stallion, but doing that would take him away from a wife that loves him? Wouldn’t you agree then that the law is wrong?”

“The law makes sure that a child is properly cared for,” Cadance replied. “You can’t raise a foal on your own.”

“I’ve already done it,” Twilight retorted. “But just because I can doesn’t mean I plan to!”

“What is your goal here?” Cadance demanded.

Twilight looked out toward the castle exit, conflicted.

“You’re interested in him, aren’t you?”

“I think he deserves a chance,” Twilight mumbled.

Cadance took Twilight’s hoof in her own and pressed it against her own cutie mark.

“Do you know what this represents?” Cadance asked.

“Your special talent,” Twilight responded automatically.

“Exactly. You know my talent, Twilight.” Cadance smiled. “The two of you have real potential. Don’t be afraid to pursue it.”

Twilight smiled back at Cadance and then disappeared in a burst of purple mana.


Sunburst’s eyes opened wide in confusion as his orgasmically addled mind tried to process the chaos around him. Starlight was screaming. Her father was screaming. His mother was screaming. And he was in his own room, for some reason.

“Get off my coltfriend!” Starlight snarled.

“I made him!” Stellar argued. “I’ll do what I want with him.”

“That’s not how this is supposed to work!” Starlight argued. “That’s not how any of this is supposed to work!”

“Oh, sugar bun, you are adorable when you’re angry!” Firelight interjected.

Sunburst’s dick still stood proud and tall in front of him as chaos erupted between the three remaining ponies. Still reeling from his experience, he began stroking it idly.

Starlight whirled on her father. “And you!” She yelled. “Quit it! I told you, I don’t want any of your childish nicknames!”

Firelight raised a hoof to his chest, “Aw, come now, pumpkin, you wound me. You know your papa loves you.”

Stellar Flare crawled up into Sunburst’s lap as the other two continued to bicker and fight, slowly lowering herself onto his shaft. She stifled a moan as he bumped her cervix, and then began to carefully gyrate against him.

“Mmm…”

“...Mom?” Sunburst managed to mumble.

“STELLAR?!” Starlight screamed again, her horn igniting. A sharp pain tore through her skull as her father slapped her horn with his hoof. “Ow, what the heck, dad?!”

“There is no magic in arguments,” he said sternly. “You know the rules.”

If looks could kill, Starlight’s glare would have earned her an inheritance. It only lasted for a brief moment and Starlight lunged onto the bed, grasping for Stellar.

Stellar kicked Starlight’s hooves away, continuing to rock herself on Sunburst’s pillar.

Sunburst, still completely unused to the sensations of a real vagina on his cock, erupted a second time - this time into his mother, instead of onto her. It was a weaker orgasm this time, but it was enough. His head fell back and his eyes closed, nearly catatonic after the second ‘real’ orgasm of his long and lonely life.

“Oh, finally,” Stellar sighed. “Relief.”

Starlight looked on in horror as Stellar leaned forward and dismounted Sunburst, a trail of cum stretching between their respective sexes.

“RELIEF?! What about my relief?! He’s supposed to be mine!” Starlight yelled, throwing Stellar Flare off of the bed and to the floor. Stellar rolled to face Starlight, laying on her bad.

“Y’know, I kinda like playing rough,” Stellar said, parting her legs slightly with a perverse grin. “If you want my son so badly, why don’t you come and get it.”

Starlight looked down at the cum leaking from Stellar’s folds. “No no no no,” she begged. “It’s supposed to be mine.”

Suddenly, the familiar sensation of a stallion mounting her caused her to flag her tail - an old habit from when she hosted orgies back in Our Town. She lowered her head instinctively, driven partially that habit, and partially by her heat.

A warm, fleshy shaft split her open. She groaned as the tip of the cock kissed her womb and then withdrew, only to come back again. Stellar seized Starlight’s head with her hooves and pressed Starlight into her snatch. “Come now, have a taste,” she whispered in Starlight’s ear. “It’s fresh.”

Starlight stuck out her tongue, briefly brushing against Stellar’s lower lips. She moaned slightly as the stallion behind her slapped into her ass again, plunging his root into her garden. Visions of Night Glider’s glistening twat filled her mind - that mare had been the most sexually aggressive bitch Starlight had ever met.

The orgies of Our Town may not have been something she craved, but in the throes of her heat, her body gave in to the pleasure. She pushed back against the stallion riding her as she dipped her head down into the honeypot before her.

Sunburst finally opened his eyes as he found the energy to sit up. A broken condom lay on the bed next to him, and just to the side of the bed, Firelight was plowing into Starlight, who was… going down on his mother? He shook his head in sad confusion. This whole day was clearly all a dream - the weirdest wet dream he’d ever had. He laid back down in his bed and closed his eyes, confident that when he woke up, everything would be back to normal. The kind of normal where he silently cried himself to sleep thinking about Starlight.

He rolled on his side, trying to get comfortable as tears welled up in his eyes. From there, he saw Firelight’s head thrown back, hollering incoherent noise into the air. Sunburst rolled the other way, and, exhausted from his orgasms, closed his eyes, and drifted off into an uneasy sleep.


Star Tracker kept his head held high as he left Twilight Sparkle’s castle behind. He knew he had made the right decision, even if it hurt. There was no sense in looking back; no sense in dwelling on strange goings-on that he’d rather forget, or worse, cause him regrets.

Just outside the castle, he realized he didn’t know the layout of Ponyville at all. Uncertain of which way to go, he looked around and spotted a mare he didn’t recognize approaching at high speed on a scooter. He raised a hoof to get her attention, and she skidded to a halt in front of him, kicking up dirt and grass into his face.

“Need somethin?” the mare asked curtly.

Star Tracker spit some dirt out of his mouth. “Could I get directions to the train station?”

“Sure! Just zip right on down main street there until you see Sugarcube Corner on the right. Then, take a left and go straight. Can’t miss it.”

“Thanks.”

“No problem. Sorry about the dirt.”

He’d expected the mare to disappear as quickly as she came, but instead, she set her scooter against a nearby tree and took her helmet off, gazing up at the blue sky above.

“You just came from inside the castle, right?”

“Yeah,” he replied despondently.

“Was Rainbow Dash there?”

“I didn’t see her.”

“Damn. Alright, thanks.” And in the blink of an eye, she was gone again.

“Right on down main street,” he repeated to himself. “Alright.”

The Sugarcube Corner was a strange gingerbread structure he’d never seen before, though he knew the name. Its reputation was known even in Canterlot. The door was ajar, but a sign on the door announced ‘Back in One Hour. Sorry for the inconvenience.’

“Turn left when Sugarcube Corner is on the right.” He turned toward the left.

And with a poof of magic, Twilight Sparkle stood in front of him, panting heavily. “Star Tracker,” she gasped. “We need to talk.”

He looked around quickly. There were far too many ponies here. “Not here,” he whispered into her ear. “Come on.” He darted into Sugarcube Corner, and Twilight hurried in behind him.

“Why in here?” Twilight asked aloud.

“Look at yourself!” he hissed. “You can’t just walk around in public like that!”

Twilight followed his instruction and quickly examined herself. “I forgot,” she sighed. “You’re right, I’m a complete mess. Come on.” She headed toward the stairs.

“Where are you going?” he asked.

“Just follow me,” Twilight replied, pushing open the door at the top of the stairs.

Star Tracker followed her into what appeared to be the hallway for the living quarters of the strange building - likely home to the owners, who had stepped out.

“What are we doing here?” Star Tracker wondered. “I don’t think we’re supposed to be up here.”

“Somepony might have come inside,” Twilight explained. “But customers won’t wander up here. We’ll be fine in here.” Twilight beckoned to him before stepping through one of the doors.

Star Tracker followed. It was dark in the room, and he bumped into Twilight almost immediately.

Her horn glowed, and the door latched shut behind him, plunging the room into darkness.

“What?” Star Tracker looked about in the darkness, confused. “Where are we now?”

“The bathroom,” Twilight replied, clicking on the light.

“Why am I here?” he blurted.

“Because I’m a mess. And I think we need to talk.” She turned on the bathwater.

“Why do we need to talk?”

“I just wanted to say thank you,” Twilight replied, stepping into the tub. “You have kept a remarkably level head throughout the last week. I’ve done a lot of things to hurt you, and yet you haven’t run away, and even came back to tell me that you forgave me.”

“Uh…”

Her magic levitated some soap and a sponge as she stepped into the tub. “That takes a big heart,” she continued. “And now I want to offer you something in return.”

The soap and sponge floated over to him. He stared at them, confused. “You’re giving me soap and a sponge?”

Twilight giggled. “No. I just want to get to know you better. And while this isn’t exactly how I envisioned our conversation going, I think we can work with it. Would you please help me wash up while we talk?”

Star Tracker’s jaw worked up and down silently, his lower appendage swelling slightly as he processed her words. “Help you wash up?”

“I can’t see to make sure everything is clean back there,” she said, nodding toward her hindquarters.”

He glanced at her cum-stained flank, and then back at the supplies floating in front of him. “I can’t,” he said, pushing the floating sponge away. “Your heat is-”

“I understand your concerns,” Twilight interjected. “But, thanks to whoever sired the new life inside me, my heat is gone now. I assure you, unlike that evening in the museum, I am thinking clearly right now. And I want to let you do this.”

His gaze went from her hindquarters to her face, to the proffered sponge and soap, and back to her hindquarters again. The thick lump growing in his throat was swallowed down as, with a shaky hoof, he wordlessly reached out for the sponge.

Twilight extended her wing in front of him. “Will you be gentle?”

Her wing was a mess of cum-stuck feathers and broken pinions. Star Tracker had no idea where to start, but Twilight wasn’t offering any guidance, so he took the sponge and dipped it into the hot water. Once the sponge was thoroughly soaked, he put some soap on it and then, holding the tip of her wing in one hoof, carefully ran the sponge down the length of the feathers there.

Twilight shivered at his touch. Out of all of the intense rutting she’d received over the last several hours, her wings had never been given any attention as anything but a target for their excess lust. They’d remained stiff from her arousal throughout, and a mild burning sensation came from her joints as she stretched them out, but the gentle touch of the sponge on her feathers was heavenly.

Star Tracker gingerly moved down the length of her wing as Twilight crossed her forelegs on the end of the tub and lay her head down, sinking slightly into the rising water and humming in peaceable relaxation.

“So, you wanted to talk?”

Twilight tilted her head so she could see him with one eye. “I did. Would you care to join me for dinner tonight?”

“Y-you mean like a date?”

She didn’t answer, laying her head back down on her crossed legs. Star Tracker continued to work his way down her wing, hoping she would speak again, but she merely continued her humming. He reached the base of her wing and felt her tense up. He looked down at his work.

Her wing was still riddled with broken feathers from her mistreatment as it was in desperate need of preening, but it no longer looked like it had literally been treated as a cum rag for the horny stallions in the throne room. He smiled and gently released the wing, allowing Twilight to fold it back into her side.

“Can it be more than a date?” Twilight finally replied, looking up at him.

“I’m not sure I understand.”

Twilight turned around in the tub, briefly showing off her abused nethers, and then she settled in on the other side of the tub, once again crossing her forelegs and laying her head down. She extended her other wing for him.

“The kindness, patience, and compassion you have shown me in spite of my actions, not just today, but even back on the zeppelin cruise, are traits that I would love to see instilled in my own children. You have kept a remarkably level head throughout the last week. And I’ve done a lot of things to hurt you, and yet you haven’t run away. Do you understand now?” She lifted her wing and lowered it again.

Star Tracker stared at her wing stretched out in front of him. “Y-yeah.” He shifted to get a better angle to work from. He brought the sponge to her wing again.

Soft humming reverberated in the small bathroom as Twilight happily rested her head. She didn’t want to admit it to him, but the sponge running across her sensitive feathers was starting to really turn her on again, despite how sore she was. She tried to ignore the building desire - a task made easier each time the sponge caught a broken feather.

After a time, he reached the base of her second wing. she tensed up and her humming stopped as the sponge passed lightly over one of her most sensitive places. “Oh, sorry,” he mumbled, notice her tension. “I didn’t mean to hurt you.”

“N-no,” Twilight breathed. “It’s okay, it didn’t hurt. Really.” She withdrew her wing and turned to face him, lowering her chin so her horn was pointed right at him. It began to glow as she brought him a bottle of shampoo. “My mane?” she said with a happy smile. He took the shampoo and she crossed her legs on the side of the tub facing him, resting her head again.

Her mane was even more of a mess than her wings, having taken hundreds of salvos from her partners. Not a single strand was loose, clumped together with sticky goop that had run down the length of them until reaching the end and falling or soaking into her coat. Star Tracker squeezed some of the shampoo into his hoof and began gently massaging it into her mane, taking care to avoid tangling it up where he could. He knew she was going to have a rough time brushing it out when she was done.

His gentle touch nearly lulled Twilight to sleep, her exhausted body begging to rest. She startled as his hoof gently touched her chin. She looked up at him.

“Close your eyes,” he said softly.

Was he going to kiss her? She raised her chin and obliged.

A soft, circular scrubbing gently caressed the fur around her eyes. “Your face is a mess,” he replied, continuing onto her cheek.

He wasn’t kissing her. Twilight’s heart sank. It felt like he’d stabbed her heart with a knife, and she was afraid she might start crying as he continued his gentle washing. The sponge pulled away as he turned the showerhead on low and gently rinsed her mane and face.

“There we go,” he said. “You look beautiful again.”

And immediately her heart soared. Though her eyes remained closed, Twilight’s smile beamed at his words. She was glad her face was wet from the showerhead or else he might know she was shedding tears.

He began scrubbing her neck without prompting; not so gently, anymore. Most ponies understood that the coat needed - and could handle - a more aggressive scrub. He finished up with her neck quickly, and then Twilight turned to the side again, letting him scrub down the side of her barrel.

Then he reached her wing again. She lifted her wing - almost too quickly, thanks for her arousal - and let him scrub beneath it. She slowly sucked in a lungful of air and then held her breath. Star Tracker noticed, and the sponge stopped.

“I’m sorry,” he replied. “Is that too much?”

“N-no,” Twilight replied. “It’s just a little strange to be touched there.”

His cheeks turned a rosier shade. “I’ll just … uh …”

“No, please. Continue.”

Star Tracker stared at the raised wing and slowly put the sponge back to her side. Twilight gasped again as he made contact, but he tried to ignore it. Her wing raised ever so slightly more as he began scrubbing again, but soon he had moved past and on to her flank.

He spent a little bit of time dwelling on the flesh of her cutie mark as he washed her, and then slowly headed down her hind leg, cleansing the side facing him, but very clearly avoiding the other.

The sponge stopped. “Okay, other side.”

Twilight nodded and turned, this time turning so that they would see each other. Her head drifted past his. They locked eyes. She stopped, mid-turn, gazing into his eyes, unable to deny that she was becoming completely infatuated with this gentlecolt of a stallion. She smiled softly at him as their faces passed. He smiled back, and then she continued turning.

The sponge dipped into the soapy water again before brushing up against her shoulder. Star Tracker slowly worked in a circular fashion as he washed down her foreleg to her hoof, slowly removing the dried cum stains. Then he started massaging her barrel, slowly working his way back. She no longer needed to consciously lift her tired wings as the arousal alone was sufficient now, and once again, the tingling pleasure of being washed beneath her wing caused her to tense up

No words were exchanged this time as he reached her cutie mark, and again he stopped to give it some extra focus. Then, he continued down her hind leg, once again washing only the outside of it.

He reached her hoof, and then pulled away. Twilight was lost in bliss for several moments before she even realized he had stopped.

“What’s wrong?” she said, opening her eyes.

“There’s nowhere else to clean,” he replied. “Except, uh…”

“It’s alright, Star Tracker,” Twilight replied. “It’s okay, you can continue.”

Star Tracker began to visibly tremble, his nervousness stemming not just from the difference between his status and hers, but also from his utter inexperience. He was starting to think he should have taken Reliquary up on her offer so that he’d have more confidence.

“Look,” Twilight continued. “Follow my lead.”

Twilight shifted in the tub, pressing her back against the tub and spread her legs open wide. Then, she gently took his hoof in hers, and pressed it to her upper chest, gently moving in a circle. “Just start here,” she said. “And work your way down as you feel more comfortable.”

“O-o-o-o-o-okay,” Star Tracker stuttered. Princess Twilight Sparkle, the prettiest mare in Equestria, was exposing her teats to him and asking him to…

Her chest had been ‘generously’ coated throughout the day, and the off-white stains on her fur were nearly ubiquitous. He gently scrubbed them out, steeling his nerves as he moved lower and lower on her chest. It did not take long before he had reached her teats.

His hoof withdrew. “S-s-sorry!” he yelped, dropping the sponge.

Twilight simply levitated it back to his hoof, holding it there until he took it again.

“I told you, it’s okay. I want this.”

“R-right.” His hoof shook violently as he once again placed in upon her chest, this time right over her teat. He pressed down firmly, willing his leg to stop shaking, and then the soft sponge gently moved as he eased up, caressing Twilight’s nipple. His courage slowly built up, and he eventually brought the sponge over to touch her other teat as well.

“Mmm,” Twilight hummed, closing her eyes and tilting her head back. Her wings extended just a little bit more as she relaxed. Her vulva was winking furiously, obscured from Star Tracker’s sight by the sudsy water.

When he pulled the sponge away again, she looked down at her chest - he had managed to scrub clean every part of her that wasn’t submerged. She lifted her hind leg out of the water and presented it to him.

“You didn’t do my hind legs,” she replied.

“I did,” he replied.

“Not the inside,” Twilight chastised.

“I didn’t want to… uh… g-g-give you the wrong idea,” he replied, his voice still shaking a little. “When I got t-t-t....”

She smiled softly at him. “I don’t think I am getting the wrong idea at all. You are. Do you want to continue?”

Star Tracker traced the contours of Twilight’s leg with his eyes. The hoof, the lower cannon, the knee, her upper cannon, her hip, right where it joined with the rest of her body, just under the surface of the water. A just beneath the surface would be…

The sponge came down on the frog of her hoof, gently working back and forth. Star Tracker’s eyes met Twilight’s as he rubbed softly in and around her hoof, and then he began slowly working the sponge into the fur of her lower cannon. Then he was at her knee. Her upper cannon.

Twilight lifted herself from the water, interrupting his subtle intrusion, rolling over back to her hooves. Then she lifted the leg up and held it out at an angle, giving him better access to her inner thigh.

And the most amazing view he had ever seen in his life. Her belly was slightly swollen from the sheer amount of fluids that had been pumped into her, accenting those perky teats which came together just in front of the dark flesh that formed her vulva. Her nether lips were puffy and swollen from the abuse they had suffered, but that didn’t stop her clit from winking every few moments, still spraying a bit of the spunk left inside of her each time. The pink interior of her pussy peeked out from between the swollen lips, tantalizing him with a view of the place beyond where he should be able to see. Above that, the slightly agape pucker of her asshole drooled a thin line of white cream.

It was sexy, alluring, and yet somewhat revolting all in equal measure - a painful reminder of what he’d witnessed not an hour before. He averted his gaze.

“I’m sorry Princess. I can’t do this,” he murmured.

“Why?”

“Because. There’s no future here. When I spend my entire life comparing every mare I ever meet to what you’re offering me in this moment? It’s not fair to them.”

Twilight felt a warmth in her chest, a swelling love that he would care so much for his future wife. She drew herself up to her full height, standing just taller than Star Tracker, and turned to face him.

“That is incredibly sweet of you, Star. But I don’t think you’re understanding what I am asking,” she replied. “What I am asking is for you to raise my children by my side. As their father.” She swallowed hard, steeling herself for what she was about to say.

“And as my lover.”

Star Tracker’s mouth hung open, speechless. The sponge fell into the water again.

“B-but… how will you ever be happy with me? Celestia told me everything. And I know the next time you’re in heat, I won’t be able to get you pregnant. I could never satisfy you like…” His eyes drifted toward her hindquarters - the place where, just moments before, he had seen the fluids of literally dozens of stallions flowing freely. “Like them,” he said sadly.

Twilight shook her head. “An alicorn in heat doesn’t need to be pregnant to be satisfied. And we definitely don’t need an orgy,” she said quietly. “That was my mistake.”

“B-b-b…”

Her hoof pressed over his lips, silencing him. She leaned in close. “All an alicorn needs from her lover during her heat is a regular rutting.” His eyes went wide. “Every. Single. Night.”

Star Tracker swallowed nervously as the blood heading to his dick felt like it was going to make it explode. This was a massive departure from what he had expected. “I-I-I don’t know about raising your foals. And I don’t know about being your l-l-l-l-lover, b-but I would certainly like to get to know you.”

“Then we can start with dinner.”

“Y-yes, dinner.”

“But!” Twilight interrupted. “I can’t go to dinner until I’m done cleaning up, so…” She turned to the side and raised her leg again.

He tried not to stare as he continued the work up her leg, trembling intensely from his now-shot nerves. The sponge brushed her vulva and immediately fell from his shaking hoof, splashing into the sudsy water again. Fishing it back out, he continued washing her until he had completely removed any evidence of her previous activities from her leg. Twilight turned to the side, her flagged tail passing just in front of his nose. The smell of her heat still clung to the strands, and he inhaled a lungful of the sweetest air in the universe. His eyes opened wide as his jaw fell slack for a moment, but she continued past him, raising her other leg for his service.

She could see the impact she was having on him as his throbbing stallionhood stood out from its sheathe, pulsing in the steamy bathroom air. Her wings stiffened painfully as she closed her eyes and dreamed of impaling herself on it again.

Star Tracker had been inexperienced and awkward, but her experience with him was still one of the better sexual encounters she’d ever had, driven largely by how sweet and sensitive he was to her needs. She was hoping to coax more of that experience out of him. An involuntary shudder ran through her body as the sponge caressed her other thigh. She had to adjust her wings to keep her balance.

“C-C-Can I…”

Twilight opened her eyes again. Star Tracker was staring at her marehood, eyes crossed. She wasn’t even sure exactly what he was asking but judging from his behavior, there weren’t many options.

“Please,” Twilight whispered, fully expecting him to mount her.

Instead, his warm tongue touched her sore lips. The gentle touch was sensual and slow as he savored a moment he never believed would have ever happened to him. His tongue traced the top of her folds, just below her pucker, sliding slowly down the meaty, inflamed lips, until he reached her winking clit. He brushed over it with his tongue as it came out to greet him, and Twilight’s wings shot out to full extension.

Star Tracker continued licking up the other side, reaching the top again, and then coming straight down the center of her folds, slowly sliding deeper into her as her fluids slowly trickled from her aroused canal. However, the combination of her fluids mixed with dozens of loads of stallion cum tasted terrible. He raised his head, letting the slimy mixture drip off of his tongue and into the bathwater.

Twilight’s sultry gaze met his. Star Tracker grinned sheepishly and brought the sponge down to wipe away the cum stains around her pussy and asshole.

“Star, please,” she growled lustfully, bending her head down and flagging her tail. “I want you inside of me.”


Author's Note

The next chapter will finally close out this journey. Thank you to everyone who has followed the story thus far, especially to those in my various Discord hangouts who have provided pre-reading and editing assistance.

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