OK. Stay calm. It's OK.

Alright, so, you just cheated on your marefriend. With her sister-in-law.

And your marefriend is Princess Twilight Sparkle. So you've not just lost her, but she could banish you. Or throw you in a dungeon. Or banish you, and then throw you in a dungeon in the place she banishes you to...

No. It's OK. It'll be OK.

Besides, it's not like you slept with Cadance, right? You went there to help out a friend. And, technically, that's just what you did.

Oh, sure, some wouldn't see it that way, because the "help" involved Cadance dressing up in a latex catsuit...

...which she somehow knew was one of your fantasies... that was just a total coincidence, was it, Twilight? ...So, you know, you want to talk about a breach of trust, right...?

Who are you kidding? You're screwed.

But you didn't screw Cadance! She just made you cum all over her ass!

Yeah, that doesn't sound better.

It's not like anything else happened! Once she'd cleaned up and changed out of the suit -

...you're distracted for a moment by the memory, the image indelibly burned on your retinas forever, of Cadance wriggling out of that suit, rivulets of sweat visible running down her skin, against the baby powder she'd sensibly applied beforehand... all over her body...

...snap out of it! You're in trouble here!

• once she'd, um, changed, she'd thanked you for your assistance, and after a couple of highly surreal minutes of idle chat while your brain tried to reboot following a serious shutdown, she'd politely shown you out, and a guard had accompanied you back to the train station while you tried to remember what your name was.

And now you're home. Well, not home home - you're back in Ponyville, but you headed straight over to Twilight's castle to see your marefriend.

And now you're waiting to face the music.

Don't be stupid, she doesn't know!

But you should tell her. It's the right thing to do.

And ruin her friendship with Cadance? Cadance, whom she loves so much? The oldest and firmest friendship of her life, besides her brother? How's THAT going to feel, when - just to make yourself not feel so much like the bad guy - you tell her that a few hours ago you were busy ejaculating all over her?

But you can't just keep it a secret!

You absolutely CAN keep it a fucking secret. She'll be heartbroken, and angry, and possibly start a war with the Crystal Empire once she's finished flaying you alive. And... she might cry.

You don't want that.

"Oh! Anon! You're home?"

You hear Twilight's voice from... somewhere, as you open the door to the main hall. She sounds happy, like she's found an exciting new book or something. It's great to hear her voice, it always makes you feel better... for a couple of seconds, at least, until you remember what you did.

What Cadance did. You were a passenger, an innocent victim of the feminine wiles of Princess of Love!

...Yeah, keep telling yourself that.

"How was the Crystal Empire? Were the trains running OK?"

Where is her voice even coming from, anyway? Should you shout an answer, or...

"I'll be there in juuuuust a second. I just need to finish something really quickly, and then I'll be right with you! I can't wait to hear all about your trip!"

The room is empty; you know Starlight is away somewhere with Trixie, and since you didn't see Spike around - or have him let you into the castle - you guess he must be out too, and...

"...Oh, Spike's gone into town, he's not going to be back for a while."

Well, that answers that.

"...So it's just going to be me, I hope that's alright! (giggly half-snort) Sorry to keep you, I'll be there in a moment. Sit down! Make yourself comfortable...!"

Where IS that voice even coming from?

"...It's a new spell I've been learning! Do you like it? Only took me two hours! So, how was the Empire? Did you see Shiny? Anything... interesting happen?"

You start to answer, unsure where you should be looking, or whether you should be shouting or just talking at normal volume: "...The Crystal Empire was, uh, fun. I had to, uh, help Cadance with something... a... present for Shining Armor's birthday..."

You smile at the memory, and then stop immediately, unsure if Twilight can see you as well as hear you. You hope you didn't sound too weird or guilty there. You still haven't decided what to do, and you're quickly running out of time to make your mind up.

"...Oh, good! Well, that all sounds... nice!", comes Twilight's voice, and you realise it's not just her voice you can hear, but her breathing, her hoofsteps... you can hear noises in the background, too, something... stretching? And twanging?

"Uh, what was that?", you ask, almost as a reflex.

"Nothing! I'm just talking to you, Anon. And... I'm just about ready."

Her voice suddenly sounds a lot closer...

"I'm glad you had a good time. I always like it when I go up there for a visit. The crystal ponies can be a bit strange, but they're always so friendly!"

You can hear her hoofsteps on the floor in real life now, as well as through the spell. She's in the corridor, outside the main hall.

"Like I say, you can always be sure of a nice, warm welcome in the Crystal Empire, right?"

The door handle lights up in a magical aura, and the door begins to creak open; you'll see her any second. Game face.

"The thing is, though... Princess Cadance writes to me all the time. We've been writing each other letters for years now, ever since she married Shiny."

[ohshit.gif]

"And... she tells me everything."

The door hasn't opened more than a crack, but you gulp and automatically take a step back from the door you were standing so close to. The anticipated welcome home hug probably isn't going to happen now. You should probably get into optimal flaying-alive position, just to make it easier for her.

...Still no Twilight coming through that door. Should you say something? No, you're not going to say anything. Yes, fuck it, yes you are.

"I..."

You can do this. Man up.

"I was just... She wanted to show... and I got... I'm so sorry."

Pathetic. Do better.

You gulp and shake your head.

"S...she was the one who..."

No. This is on you. Come on.

"...I'm sorry."

The door slowly swings open.

"...That's the right answer," says Twilight, and steps through the door.

It's her foot you notice first; just like in Cadance's room, the light glints off of the shiny black rubber, stretched taut across her legs.

"...You're cute when you're nervous, you know that?"

...wait ...rubber?

"...Not too nervous, I hope."

She steps into the room, the clack of her heels on the tiled floor combined with the stretchy rubber noise of the latex stretched over her arms and legs, and you see she's wearing the same outfit Cadance wore... same skin-tight latex hugging every curve, same glossy, shiny surface clinging to her hips, her legs, her ass... same holes cut for her - spreading - wings... even a little leather collar... She looks just like Cadance did, only... smaller. And she's grinning much more wickedly.

"...So, as you can probably imagine... Cadance had some... interesting things to tell me, about what you two got up to while you were up there..."

She casually flips her mane, clearly trying to be as sexy and alluring as she can, though the deep-down innocent geek is still obviously underneath.

"...Starting with the fact that she thought you might approve of this little outfit..."

As seductively as she can manage, she starts to swish her tail from side to side, while she turns to show you her tight little rump, wiggling just a little, the black latex hugging every countour, the glinting light from the crystal hall showing off how lean and trim she is, as she takes slow, patient steps towards you.

"...is that right, Anon? Do you like me dressed like this?"

She's looking you straight in the eyes.

"...Like Cadance was?"

You try not to fall over.

"...When you mentioned you liked this... kind of thing, I wasn't sure how much. But it seems the answer is 'a lot', huh?"

You're a blushing, frightened, aroused mess. Your marefriend is trying to have a serious talk, but you can't tear your eyes away from her body... her ass...

You should say something. "... Uh... so... she did tell you... and I guess now you know... um..."

Smooth.

"...Ooh, look at you, all nervous and on edge! It's really cute!", she says, an evil smirk breaking out across her adorable face. "...You shouldn't worry so much. Cadance already wrote to me last week, telling me about Shiny's... present...."

She turns and steps forward, towards you, backing you up towards the map table.

"...She wouldn't believe me when I said that he'd love whatever she tried. I mean, she's the Princess of Love, how could it not work? Plus, I mean, y'know..."

An amused little snort, and you feel something brush your crotch, just for a moment.

"...she's very pretty, isn't she?"

She looks at your crotch to see if that got a reaction. She's got you backed up against her throne now.

"...But, knowing her, I guessed she probably wouldn't be convinced unless she tried acting that way with a real stallion... A sexy stallion..."

Okay, that time you definitely felt something... It's her hand. Brushing against the erection in your pants, as you feel her closing in, breath on your neck, and she's whispering to you, almost rubbing herself up against you.

"...And so, since you happened to mention it that one time, I gave her permission to try out a few ideas... on my coltfriend."

Her fingers are now tracing, gently, up and down your shaft, through the fabric of your pants.

"...Because, Anon?"

She's whispering in your ear, as she forms a ring shape with her fingers, softly gripping what she can through your pants.

"...I hoped, if I let you two play together, you'd get some ideas of your own."

She plants her other hand on your chest and pushes you back into her throne, smiling sweetly as she does it.

Is this happening? Are you really not in trouble? Do you even care, so long as Twilight Sparkle is dressed like this and, seemingly, about to fuck you? Dressed like this? And she's... not mad? And... she's dressed like this?

You're the luckiest man in Equestria, and this is your extra lucky day.

"But, Anon, there's just one other thing..."

Her grip on your cock suddenly tightens as she gives you a warning squeeze, and her eyes narrow, while that evil grin widens.

"...You didn't know I'd said it was OK, did you?"

Another squeeze.

"...You just thought it would be FINE..."

Ow! Fuck! An even harder squeeze.

"...to cum... all over... another mare's ass?"

You wince as she releases her death grip on your shaft, and look up at her scowling face, into her narrowed eyes.

"I'm... I'm so, so sorry... I didn't mean to! I didn't mean for any of that to happen, I just... I couldn't... I won't ever do it again!"

"QUIET!" barks Twilight, the sudden aggression taking you by surprise. "I'm not through yet... And you can leave that cock alone for a moment!"

She noticed you reaching for your pants before you even realised you were doing it.

The aggressive sexy talk is a new development, but she's clearly doing her best... this is a side of her that doesn't come out to play very often. You can see the wild look in her eyes, you can smell her scent in the air... no doubt about it. She's in heat.

She fixes you with her glare again.

"...Do you wanna know something? My sister-in-law thinks she can have any colt who comes her way. She can just bat her eyelashes and take whatever she wants. And... she's right. And I can't even be mad at her, I love her so much."

She puts her hands on her hips, legs slightly apart, and you can tell that - just like Cadance - her suit has a strategic hole cut away too... some of Rarity's finest work... and you see the soft purple skin, and her tight little slit, and...

"Hey! Up here!"

She raises her voice again, snapping you out of your reverie.

"...But you gave her something that belonged to me. That... orgasm? Your, um, load? That should have been mine, Anon."

She lifts her leg up high, planting her high-heeled boot onto the arm of the throne, spreading her marehood for you, those soft, sensitive lips you know so well parting gently as you stare into her secret depths... you'd swear you can almost feel the warmth radiating off it, mixing with her heady scent to leave you feeling more delirious than ever.

"...That hot, sticky load you gave her? That was meant to be for me."

She lifts your chin with her latex-gloved hand, tearing your eyes away from her pussy.

"Up. Here."

A flash, and somehow your pants are on the other side of the table, as she's hungrily eyeing the diamond-hard cock straining through your underwear.

"...And now? Now, you're going to make it up to me."

You gulp as you look into her eyes, blushing hard, before you nod your head.

"...Yes...Princess."

Twilight is trying hard to maintain the 'angry mistress' face, but you think you see a smile cross her lips, just for an instant, before it disappears again. There's a moment, as she just looks at you, like a predator sizing up her prey before she pounces.

Is she really going through with this?

You hear your own voice asking a dumb question.

"...Uh... why did she... why did Cadance make me cum, though?"

"...Huh? Oh! Well, if I had to guess, as a theory, I'd probably say she needed the validation of..."

She blinks. Nerdy Scientist Twi came back there for a second, she realises, and she squashes it down straight away.

"I mean... I know why! You're a typical man who does whatever his cock tells him to do! You can't even keep from cumming all over a sexy rump just because a beautiful princess waves it in your face!"

Her scowl becomes a cute little smile.

"...But you've been a good boy. You told me the truth... eventually. So, you get to choose how you're going to make this up to me."

The wicked grin returns as she flexes her hips, and her hot, sticky pussy is so close you can almost taste her on the air.

"You can... eat me out..."

You feel her latex-gloved hand reach down to resume her grip on your rock-hard member, fishing it out of your underwear.

"...while I... help you out..."

And, OK, now she's stroking you.

"...and remind you who this beautiful cock really belongs to..."

Her thumb rubs over the tip, smearing a bead of pre all over the head - and her glove - as she very slowly jerks you up and down, while she leans in to whisper again.

"...and I'll let you cum on my ass too..."

She kisses your ear, and then turns it into a bite before she lets go with her teeth.

"...or maybe, if you're very, VERY good... you can cum somewhere else?"

You feel yourself blushing again, your mouth hanging open as you stare at that amazing marehood... so trim and neat, snug little lips quivering in the air... You know she hadn't had many partners before you, and even though she's the all-powerful Princess of Friendship, her pussy still somehow retains an aura of innocence, of the cloistered nerdy girl looking for an intimate connection... the contrast between that and the fact she's pressing it towards your face in a latex playsuit is almost enough to set you over the edge right there and then.

"Of course, Twilight," you say, on autopilot; "...anything for you..."

She raises an eyebrow, and you feel those latex-covered fingers gently, but firmly, jerking your shaft; you close your eyes and lean forward, running your tongue all over her outer lips before you part them and start digging in, licking at her depths, teasing out her little clit.

"...hjhhh!!..."

Her grip tightens for just a moment as she reacts to the sensation of your tongue lapping at her most precious place, before she comes to her senses and resumes stroking you off, more tenderly than before.

"...That's... That's very good..."

You're rewarded with a little trickle of her juices, while she strokes you up and down, methodically, as you feel the pre turning to a foamy lather against the latex of her glove, lubing up her motions.

"...Very good... You're... very sorry... aren't you?..."

She's not as experienced as Cadance, and it takes her a moment to remember what would normally come naturally, before her eyes go wide and her wings pomf out to their full extent, as the idea comes back.

"...Such a good... strong stallion... I bet... she enjoyed... feeling this... right?"

And her horn glows, and your cock, and balls, are suddenly engulfed in a warm, tight, exquisite grip, like oiled velvet wrapped tight around your shaft, while the magic plants little kisses on the head.

"...I hope... you gave her... your best load..."

Twilight's hand reaches for your balls, just cupping them, rolling them in her hand, feeling the weight as her magic jerks you off exquisitely, while she pushes her pussy harder into your face, grinding on your nose, your lips, your chin, just getting herself off on you, making you sticky, your nostrils filled with the scent of pussy juice, the taste of aroused mare all over your tongue...

"...and I hope... you saved some more... for me...!"

You moan loudly as you slather her cunt with your tongue, targeting your oral ministrations to the things you know she likes; you could live for a thousand years and still never, ever get enough of the taste of Twilight's pussy. You lean back for a second, taking a deep breath, and mutter something about her being the best marefriend ever, and then dive back in for some more as her jerking gets faster and more frantic, and she thrusts her hips against your face.

Between the taste and scent overwhelming your senses, the fact she's living out your fantasy, and the exquisite way she's working your cock, not to mention what you've already been through today, there's no way you're going to last much longer...

"Twilight..." ...gasping for breath now... "Twilight, you'll make me..."

And you send your tongue delving as deep inside her as you can go.

"...mmmmmmf!"

That WAS a deep lick, and you feel her clench in appreciative bliss.

"...well... don't hold back..."

She's shaking. She won't be long herself.

"...if my stallion wants to cum... he can cum... wherever he wants!"

Twilight looks down into your eyes, as you look up, tongue still working her, and she repeats, in a steady, serious voice:

"...Wherever. He. Wants."

Holy fuck.

With that, you start furiously eating her out, lapping at her, alternating deep, hard licks and little nips on her clit and those outer lips, your face soaked in Twilight's royal juices.

She's doing her best to get you off, one hand cupping and stroking your balls, the other twisting and gripping and squeezing up and down your cock, the magic planting its kisses all over, electric tingles running up the underside of your shaft, tiny flashes of hot and cold on every nerve... she is so good at this, and there's no way you can make it as good for her.

But you're going to try.

"Twilight...", you pant, breathlessly, between licks... "you... are going... to cum before me..."

Another wicked grin from your amazing marefriend.

"We'll... see... about that..."

With some effort, she pulls her soaking, sticky cunt away from your face, and puts her leg back down on the floor before turning away from you, though her magic still has your cock in its loving grasp.

"...I wonder if... maybe... you'd like this?"

She clambers up onto the map table, on her hands and knees, and then lowers her head, presenting her ass to you... her cheeks straining at the latex, the cutout hole stretched wide as she flips her tail up, giving you a full view of everything... taut little asshole, that soaked, silky little pussy (complete with what looks like some more of her magic flicking at her eager, engorged little clit), her rump pushed up in the air...

"You seem to like... cumming on princesses' asses..."

Her pussy gives a huge, splashy wink, and you can hear the meaty slurp of her lips echo through the whole room.

"...do you... want to... cum on YOUR princess' ass too, Anon?"

She wiggles for you, her magic working both your cock and her clit at the same time.

"...Cum on me, then! Don't hold back... let it all out... show me how much you love me, let me feel it..."

She turns her head back, and suddenly you're not staring at her tight little ass, but into those beautiful, pleading purple eyes.

"...Cum for me, baby. Cum all over me."

Her magic is jerking you off faster, and faster, more furiously as you see her juices dripping and pooling on the map table, a blur as she jacks you off...

"...You're going... to cum for me..."

Twilight's rear fills your vision again; her asshole puckers in excitement, and her lips clench and unclench before your eyes.

"...You're going to cum as hard for me... as you did for her..."

She physically reaches back and spreads her cunt lips by hand, the sticky residue clearly visible on the shiny latex of her gloved fingers as she pleasures herself while she continues to masturbate you with furious, frantic energy.

"...come on! Let it out! Come on me! I need it! I'm your marefriend! I'm your PRINCESS!"

She digs her fingers in, and squeezes you with an almost violent, needy grip, as she squeals loud enough for everyone in Ponyville to hear... then she takes a deep breath...

"...FUCKING CUM ON ME NOW!!"

That was it. Hearing Princess Twilight - your beautiful, sweet, innocent virginal little Princess Twilight - shout those words finally pushes you over the edge, and you feel yourself letting go; her magic milks you as you ROAR in pure, primal release, feel yourself almost blacking out from the intensity of your orgasm, jet after hot jet, white on black, white on purple, hot, searing seed arcing into the air, cumming, splashing on Twilight's beautiful, latex-covered ass, cumming on her tail, her asshole, the lips of that beautiful, juicy princess pussy, cumming on her legs, her thighs, the map, the floor, just cumming and cumming...

You can barely focus your eyes when she lifts up off the table as she cums, hard, juices splashing all over her fingers, catching you with a little of the spray...

"...I ...that... Wow."

You don't know which one of you said that.

She lies there in a puddle for a moment, just catching her breath, as you lean back in her throne, panting hard, feeling her magic just holding your rubbed-raw cock, the last dribbles of your cum caught in her faltering magical aura.

"...that was.... Oh my gosh..."

Twilight looks up at you.

"So... Was it... too much...? I mean..."

You try to smile, but either you're too exhausted to even make a happy face, or she didn't see it. She takes a deep breath.

"Only... well... Cadance said you really liked the dirty talk and the commanding thing and I just thought it sounded really hot and I had to try it for myself and oh my goodness that was so good wasn't it? Was it? Did you like it? She said you'd love it if I took control like that too and she told me how much she made you cum and I wanted you to cum too, not because I was jealous or anything (SNORT!!) but seriously that was a lot of cum and I am just so so so HAPPY!!"

A pause, while she just grins like a lunatic.

"...Can you just hold me a moment? My legs are still shaking."

You manage a nod, and arrange yourself in her throne as she snuggles up against you.

For a couple of blissful minutes, you just listen to her breathing, holding her close, sticky and gross and utterly, thoroughly sated, feeling your hearts slowing back to normal, together.

Finally, you're coherent enough that you can say what's on your mind.

"...'Fucking cum on me now', Twily? Really?"

Twilight winces, and boops you on the nose. "Oh, shut up," she giggles. "I thought it would work. And it did."

You laugh. "I'm not complaining... it was just kind of... unexpected."

"I'm full of surprises," she smirks, as she nuzzles back into you.

You settle back into the cuddle, both grinning widely now.

But she's still thinking about something else. She's getting fidgety, like she can't keep still no matter how much she's trying to.

"Uh, Twilight... are you OK? You're... You're thinking about some sort of science project, aren't you?"

Her wings fluff up, involuntarily, and you feel a smile stretch her cheeks before she regains her composure.

"...No?"

"If you want to go and write down the results of your experiment, or something, you go ahead. I don't mind. And, Twilight? If you ask me... it was a success."

"Well, if you're sure, I mean I don't want to just up and leave you but well OK if you insist!"

She bounces up off your lap, and gives you a big hug. "Ooooooh, thank you Anon! I'll be right back, I promise!"

She turns to run off to her study, seemingly forgetting she's still wearing the latex catsuit. She wobbles slightly on her heels, almost falling over, before unzipping and pulling the boots off with a frown... and then she runs off, barefoot, at top speed. Nothing is going to stop her getting to her books as quickly as possible.

You watch her for a second, still stunned, before you lean back and close your eyes, not caring if Spike or Starlight comes home unexpectedly to find you sitting here like this. Today has been the weirdest and most amazing day of your life, and you've earned a rest.

Twilight runs to her desk and grabs a quill. She has so much new information for analysis, so much data for further experiments... And so many new details to share.

She starts to write.

"Dear Princess Celestia! Today, I learned..."

Author's Note

Adapted from an RP with Light - thanks for the ideas!