Derpy stepped from the TARDIS interior and out into the wilds. Sunlight, blue skies with a few scattered clouds, and fresh air immediately assaulted her senses as her gogo boots crunched on the earth. She stood in a clearing, stretching wide with a yawn, and experimentally flexing her wings. Uneven yellow eyes wandered about to take in the scattered trees, bushes, thickets, and most curious of all, a countless number of tracks mixed upon torn up soil. She swished her blonde tail and went to investigate.

“Huh...I wonder what creature could've caused this?” She bent over to run her fingers through the dirt, oblivious to the way her pleated skirt hiked all the way up, leaving her white panty-clad bubble butt exposed. Her pendulum like breasts hung loose in her thin white blouse, swinging and swaying free-form. “I wonder what Mr. Turner would do?” Something clever, probably. She wasn't a brilliant genius like him, but she was so eager to learn, and always tried her best! Didn't that count for something?

She followed the damage further into a dense forest. Normally she would've tried to 'borrow' her teacher's sonic screwdriver when she traveled alone, but he'd gotten wise to this habit, especially after she'd discovered a new use for one of its vibration settings on her no-no places. It had taken him a couple hours to clean the stains she'd left off a wall.

After about a mile of traveling, the tracks died out, and she sniffed the air, smelling cooked meat. A bit grotesque for a pony, but she knew other races were carnivorous, particularly on alien worlds. She just hoped they didn't eat creatures like her!

Cautiously she peeked around a tree trunk, spotting one of the oddest, yet cutest aliens she'd ever seen. Odd in the sense that she looked so normal; like her some sort of anthropomorphic hybrid, this one feline in nature, complete with tiger stripes down her slender, well-toned curves. She was also completely naked. Was this normal behavior on this planet?

Even more curious was that she laid upon her back, her legs spread wide and her clawed feet raised around her head, which she held in place by the ankles with her hands. She was bent forward, digging her face into her thinly-furred crotch, and lapping at her naughty bits to clean them. She blushed bright. A few times she'd seen some pegasi perform similar limber maneuvers to keep themselves flexible, Flitter and Cloudchaser if she recalled right, but not in such an intimate manner!

She shot a glance past her at a recently put out campfire, with a paw-shaped staff embedded in the earth nearby, roasted meat which had been partially eaten still upon it shish kabob style. A number of huge bones were tossed into a pile, including tusks which could easily skewer her. She gulped hard. The cat's ear twitched and she instantly hopped on her feet.

The huntress dove for her staff, tossed the meat from it with a shake, and was upon her swifter than Derpy could follow. What would Time Turner do? Toss a ball of yarn from the pocket dimension sewn into his coat pockets? A bit of catnip, maybe?

“Who are-” She'd taken a battle stance, leveling the cat's paw towards the stranger, but her tensed up muscles softened when she looked her over. “Oh! You must be Derpy, Time Turner's assistant?” She offered a hand. “Name's Katt!”

“Derpy Hooves! Ah, but you already know that!” She smacked her own head, shaking her hand. “Um, sorry about spying on you, but I was just curious! You're so beautiful and cool!” She stroked Katt's cheek with a warm smile.

“H-hey,” started Katt but her words were lost as she instantly turned receptive at her touch, pushing into her palm and purring. She dropped her weapon with a thud as it rolled a tad, laid down on her back, and squirmed happily at Derpy's touch. Of course Derpy knew better than to rub a cat's exposed belly after that incident with Opal! The swipe almost left a nasty scar!

“You're funny and adorable,” said Derpy who crouched on her haunches and continued to stroke her cheek and hair. “Um, is the town nearby? I wanted to look around, maybe meet lots of neat people like you!”

“Yeah...you're close.” She hopped up to sit on her bottom. “I could guide you? You're not a fighter, huh? Well, that's okay. We all have our thing. Eh, much as I hate clothes though, better make myself somewhat decent!” She went to fetch her clothing (Such as it was), started to pick it up, and paused. “Uh, how rude of me. Wanna catch a bite to eat?”

“N-no thanks,” said Derpy who paled. She didn't want to be rude but eating meat seemed abhorrent to her. Still, she tried to be open to alien cultures, and hoped her new friend wouldn't take offense! “Um, thanks for helping me!”

“No problem!” Katt quickly redressed in her skimpy costume which left her daringly bottomless, recovered her staff, and took Derpy's hand as she led her down a winding path which cut through the sea of trees.

For a while the pair simply walked, taking in their verdant surroundings, but eventually a boar crossed their path, one which rather than dispatch Katt overpowered and momentarily tamed in a manner that would've made Fluttershy proud. “Whoo-hoo!”

“Not bad, huh?” With a wink she helped Derpy aboard, who clung to Katt's stomach, as they bobbed atop its furry, muscular back and rode a couple more miles to the nearest civilization. A number of scattered buildings were tucked away, a number of them half-finished, while what appeared to be an armadillo man was hard at work fetching supplies. “Welcome to Township!”

She hopped down, pulled Derpy with her, and dismissed the wild beast with a firm staff thump. It grunted then stamped away back into the dense underbrush. Derpy fluttered her fully unfurled wings. “Ooh, can you show me around?!”

“I dunno, I've gotta few things I have to take care of. But I know someone who can!” She waved at a lone figure perched atop a building. “Hey, Nina! Got a new visitor!” She playfully swatted Derpy's butt with her staff to send her forward.

Nina unfurled angelic black wings, sailed down, and landed on her dark, heeled leather boots with practiced grace. Garbed in an elaborate blue dress which left one of her shapely legs bared, her costume was decorated with a number of jewelry, including a partially gold trim, arm bands, and a raised collar. Her eyes shone like emeralds, and her blonde hair was somewhat spiky but more well-kept than the feline's. She wore a couple of belts around her midsection, and stretched well-manicured fingers.

She smiled shyly and made a small curtsy. “Hello,” the soft-spoken woman said. “My name is Nina Windia, a member of the wing clan.” She subtly twitched her plume self-consciously. “Welcome to our home. Please excuse the renovations.”

“Oh, don't mind me! I kind of dropped in! My name's Derpy Hooves!” She offered her hand which the Princess took and gently shook. “You kind of remind me of a cross between Rarity and Fluttershy, a couple friends of mine back home in Equestria!”

Nina's somber expression softened into a mild smile. “Thank you.” She looked to Katt with a shared nod; she'd usually show newcomers around Township to make them feel welcome. “I'll see you later, Katt. Please, follow me.”

“Better find Ryu and see what's up,” said Katt who scratched her head. “But if I know him, he's probably off to fish?”

It wasn't unusual for their leader to blow off steam in his free time. They were supposed to be on a quest, but since Township needed more development he'd taken an extended vacation. He'd collected quite a menagerie of companions; aside from the trio Derpy had already seen, there was a lazing monkey man in the trees, a chubby frog near a pond, a cute doggy man practicing his crossbow upon some targets he'd set up, and a rather androgynous plant creature who appeared to be meditating? Not to mention a few townspeople and merchants mulling about which reminded her of Ponyville's quieter parts.

In truth there wasn't much to see at the moment. Mostly half-finished houses. Oh, and a well at the center, which Derpy bent over, stared down into the darkness, and called into, smiling as her voice echoed back. Finally the pair arrived at a tucked away bathhouse. “Would you like a bath, Derpy?” She nodded at the sweaty clothes which clung to the curvy pegasus. “I could wash your clothes while you bathe, and prepare you a meal. What would you like? I mostly subsist on a fruit diet, to be honest.”

Derpy frowned. “Won't you join me? I don't like to do stuff alone!”

“W-well...” Nina stared down at herself with rosy cheeks. She hesitated to admit she didn't want to be seen nude. Especially after she'd caught Sten trying to sneak a peek despite the 'Occupied' sign she'd put up. However she didn't wish to be rude, either. “I...I suppose it wouldn't do any harm.” Her heels clicked when she led her into the cool stone hollow.

The tunnel was dark and dank. Their steps echoed while they made their way in. Within a few moments it opened wider, revealing a pool of water which reflected on the ceiling, and around it sat a trio of rather sultry women who might have been sisters, the redhead splashing water over herself, the blue-haired one paddling her feet, and the green-haired one slipping into the waters and taking a dip. “Ah! I-I wasn't aware this place was occupied,” she whispered looking away from the shamanesses.

“Well, well. Fresh meat.” The redhead licked her lips, locks which matched her eyes trailing around her.

“She is adorable,” said the emerald-maned one.

“I've never seen someone quite like her,” admitted the one with blue tresses. “Which clan do you hail from?”

Derpy swallowed at the trio of beauties before her, reminded of the fabled sirens, who she hadn't met directly but had heard quite a lot about. “Um, I'm not from here! I come from Equestria! A place called Ponyville, to be exact!”

“Sanamo, Sesso, and Spoona. Shamanesses who have been quite a boon to our cause.” Nina pursed her lips in a forced smile, aware of their tendency for mischief and hedonistic selfishness. “We can come back later-”

No. Join us,” said Sanamo who beckoned with a finger. Scarlet eyes studied them. “You shouldn't hide such beauty.”

Sesso rose from the pool and chewed on a feathered emerald lock. “Yes, we're all friends here, aren't we?”

“Don't be shy,” chirped Spoona with a flutter of eyelashes over her wide blue eyes. “Come on in!”

Derpy stripped off her blouse, letting her breasts bounce free. Then she kicked off her boots, undid her skirt, and pulled down her panties, before she cheered and leapt into the pool with a splash. She dipped into the sloshing waters, shaking her blonde mane and tail, her wings now dripping beads of droplets. “Hey Nina, come on in! It feels wonderful!”

With her lips drawn and her shoulders slumped, Nina slowly started to undo her attire, inadvertently offering her audience a sensual striptease. Her jewelry and boots were the first to go, until she was finally forced to remove her dress, revealing rather buxom breasts imprisoned by a white bra and sheer white panties that matched. The shamanesses whistled and jeered.

Suddenly a serpentine tail coiled around the winged Princess from behind, curling around a leg and clasping a meaty thigh. Slender hands with well-kept nails encircled the heavy udders. “I knew you'd come to your senses one day,” murmured a sensual voice into Nina's ear. “Why keep this bodacious babies locked away?” She undid the strap to the bra.

Nina shivered as her pale tits spilled free, topped by pastel pink inverted nipples. Palms encircled her orbs, mashing and rolling them about, making her cheeks rosier by the second. She could feel a bared pair of knockers smooshing upon her own naked back. “A-ah! B-Bleu,” she managed to gasp. “Cut that out!” The naga sighed with open disappointment and withdrew.

The oftentimes vain and lazy sorceress had decided to aid them seemingly more out of boredom than anything. Her azure locks flowed in a barely tamed mess, complimenting dark eyes that drank them all in. Whenever her full lips curled into a familiar smug smile, tiny little fangs were visible. While she wasn't quite as well-endowed as them, she seemed to harbor an unnatural beauty, carrying herself fully upright with sheer confidence when she slithered about. “Oh, poo. You're no fun!”

“You know she don't like that,” echoed the voice of Katt when she made her way in, already stripped of her clothes which she left scattered behind her, bearing her sweaty nubile physique. “Thanks for showing the new blood around, Nina!”

“It was my pleasure,” said Nina softly as she covered herself with her wings and slid down her panties. She stared self-consciously at her well-developed form which surpassed everyone here, her blonde pubes well-trimmed into a small patch. Behind her the shamanesses were busy pressing their nude forms around Derpy, who they lathered up with soap, giggling as they traced and kneaded her curves. Not that the pegasus appeared to mind from her playful squeals and wing flutters.

Pretty soon all of them entered the steamy waters scented with oils, wisps of vapors rising around them while they swam and bathed. Derpy told them all about Equestria, its inhabitants, and its rich culture, until Bleu started to yawn and doze off, as did the similarly easily bored shamanesses, while in contrast Nina and Katt listened rather intently.

“I wouldn't mind visiting such a place,” admitted Bleu who sat on the pool's edge, dipping her tail into the waters as she filed her nails. “Wouldn't want to live there, though! Sounds a bit too peaceful. I'd prefer a little more excitement in my life.”

“Betcha that's why Time Turner came here,” said Katt who flicked her tail about.

“Well, it was an accident, I think.” Derpy figured he used the Randomizer mostly to keep himself constantly guessing. “But I'm sure he's thankful we ended up here! What did you and Mr. Turner do anyhow, Katt?”

“Uh, well...” She looked into those innocent yellow eyes. She'd always been an incredibly poor liar. “Maybe I could show you later? Hey, Sanamo, Seso, Spoona? Why don't you come with me and fire up the machine?”

Bleu's smirk spread. “Eager to show our new guest fusion, huh? Well, the other shamanesses should be around town, should you need them. Here, I'll come help, too.” She figured Nina would like some privacy anyhow. “Enjoy your bath!”

Pretty soon the pair were alone. Nina carefully shook the moisture from her wings, reddening and swallowing a low moan when Derpy started to brush their entirety. No matter how many times people told her they were beautiful she had trouble believing it, her homeland convinced they were stained black due to a curse. She'd often tried to hide away from the world.

But she'd found a measure of acceptance here. And perhaps romance? She and Katt seemed to harbor similar feelings for Ryu, but he was often stoic at the best of times, a fact which often frustrated the pair. At least they often bonded over it? On rare occasions they had even experimented a little in preparation for him, mostly some mild kisses and light touches, but while the reserved Princess hesitated to take it any further, Katt seemed quite eager to dive in and see what she had to offer.

She tensed up under Derpy's playful touch. Not that it was unpleasant; quite the opposite. She turned to face the pegasus, who pressed their slippery bodies close as they embraced, uncertain why she was reacting this way, and so hastily at that. Perhaps all the beautiful women who'd surrounded her today drove her wilder with curiosity than she liked to admit? Or perhaps it was because she still ached for Ryu after he'd denied her his company for the dozenth time lately? Not that he meant to be rude, but he seemed oblivious to the constant signs she and Katt dropped, the pair practically throwing themselves at him sometimes, even willing to engage in a threesome on whatever terms he wished so long as he'd finally take a hint and get them properly laid!

Of course she could always settle for one of the other available guys here, as at least Sten was up for it from all his laidback flirting, but like all the others the monkey man wasn't really her type. Maybe she was too picky? “Hey Derpy...are you and Time Turner an item? I don't wish to presume, but you certainly seem to speak quite highly of him.”

“Huh? Nah. I'm his assistant! I'd like a stallion or mare in my life, but it's hard, you know? I'm clumsy and not too bright. I'm afraid I'll let anybody close to me down.” Derpy bowed her head. “So I kind of watch from a distance, live vicariously.”

Nina squeezed her closer. “That's no way to be,” she whispered reminded of herself in a way. She'd almost stepped aside to let Katt take the lead with Ryu, knowing she had the better chance with her more aggressive nature, not to mention how experienced the huntress was in the sack by comparison. Her emerald eyes widened when Derpy full-on kissed her.

She relaxed into the warmth and softness of her muzzle, the way she tasted from an excess of sweet muffins. Within a short time their tongues danced in a somewhat clumsy manner as neither had ever went this far. Her heart raced like it would explode. Was this wrong? But it felt so right! Sure, the pegasus seemed naive, but certainly not dumb as she seemed to believe.

She nibbled on Derpy's lower lip, smacks sounding with sloppy but heartfelt kisses, as their delicate hands started to wander. Gray curves rolled under her touch, beaded in droplets of water which rolled down tender slopes. Nails carefully pressed into her back, tracing it down her foal-bearing hips, all the way to her pert bubble buttocks which were unbelievably soft.

Her frame was explored in a similar manner which made her shudder when her own pert derriere was handled. Their squishy bosoms mashed under contact, heat filling them as their breath quickened. Saliva strings connected them when Nina forced herself to withdraw their locked lips. “A-are you certain about this, Derpy?” She trembled. “Y-you would be my first...”

Derpy showed all her white teeth when she beamed. “I don't see any reason not to!” She'd always wanted to experience this firsthand but had never dared ask. Plus, she'd decided that sort of relationship would interfere with her and Turner's dynamic!

Neither of them heard the almost silent footfalls that padded from the tunnel. “I see you two are well-acquainted now!” Nina broke away from Derpy and enshrouded herself in her black plume, while Derpy stared with wide-eyed curiosity at the newcomer. “Oh don't mind me,” she said walking in a sultry manner from the shadows. “It's still the same old Katt!”

Infused with the shamanesses by a machine hidden here, a power within her was unlocked, and with it her physical appearance altered. Her blonde mane was even wilder and now came to her posterior, and she seemed taller and more well-shaped than ever, with a bit of ,musculature which complimented her curves, amazon-like in a way that reminded Derpy of Applejack. Grayish-purple skin was covered in scarlet markings, somewhere between war paints and tattoos. Otherwise she arrived completely denuded, as a playful smirk danced on her lips, and her reddish-purple eyes studied their reactions.

“Finally found a combination that really works for me! Pretty cool, huh?” Katt spun to show her new shape off. She twitched her sharp and more pronounced ears. “Mind if I come in?” But she didn't wait for an invitation as she pounced beside them with a splash. She drew them close with firm arms. “Hey, I didn't mean to interrupt! Wanna get to know each other better?”

Nina pursed her lips. It was all happening so fast! “Well...we have dabbled a little, I suppose.” She wasn't certain why she held on so fast to her reservations. Maybe she feared she'd like it more than she wanted to admit? “What do you think, Derpy?”

“Looks like fun! I'm in!” Derpy hopped in place with barely contained glee. Would she finally lose her virginity?!

“Okay,” relented Nina whose breaths still came rather sharply. “But simply say the word and we can stop at any time.” She did rather adore this newcomer. They were both outsiders, but while Nina withdrew from the world, Derpy chose to throw herself into it, determined to help out however she could and keep up a chipper attitude no matter what came her way.

Sandwiched between Nina and Katt who pressed their wet forms to her ample shape, Derpy squirmed under their combined touch and pecks, which trailed all over her, groping and kneading at parting flesh with abandon. She moaned low in absolute bliss, eyes closed as her smile spread, unable to believe how lucky she was! She'd scored with two alien chicks as opposed to Time Turner's one! Oh, he'd be so envious when she told him later! But for now she simply surrendered to the moment!

“Haven't we teased the poor girl more than enough? Let's take it up a notch,” said Katt who slid to her knees and spread Derpy's asscheeks. “Ah, how cute!” She admired the pink little butthole for a moment before she darted her tongue into its warmth. Derpy tensed up with a titter as her muscle traced the circumference with slow, sensual strokes.

Nina also knelt and stared at the wet, leaky vulva before her with a gulp. Carefully she spread the lips open to reveal the pink, glistening sex, the swelled clit and urethra twitching in response. “I-I've never performed cunnilingus before.”

“Neither have I,” murmured Katt between licks. “Except on myself!” That only made Nina redden more, while the feline continued to eat the bubble butt like it was the most delicious meal ever, widening it with her fingers as she sank her tongue in deep as she could. Derpy cried out as her pussy leaked a steady trickle of lubrication that soaked her inner thighs.

Planting a kiss on Derpy's love button, Nina breathed in the scent of her lover's flower before she dove in, awash with feminine musk and body heat. She savored her silky folds and berry-like taste, opening her walls with her fingers much as she could, tracing them with delicate laps as she dove deeper into her love tunnel which winked and dripped in reaction.

While she'd never made love to anyone Nina knew what she liked and hoped that Derpy would be receptive. The pegasus was busy manipulating her own breasts, tweaking her nipples in attempt to find even more release. Nina curled up her fingers on her right hand, sinking them into Derpy's snatch, and angling them upwards, rubbing the sponge-like bit of texture which made up the g-spot. All it took was a few rubs and Derpy came hard, shrieks escaping as she gushed upon Nina's face.

For a moment Nina almost withdrew with shock when the first blasts struck her, closing her eyes from the slimy warmth that sprayed all over her, but she quickly steeled herself and pressed in closer to Derpy's sex, opening her mouth wide and drinking in the salty marecum which flooded her mouth and rushed down her throat. She pressed her maw completely over the sex hole, took in spray-after-spray, which drizzled down the sides of her mouth from overflow as Derpy quaked with needed release.

Derpy almost passed out from sheer euphoria, eyes rolling into her head, and she fell slack upon Katt, who simply chuckled and carried her from the pool. “Now, now, we want to have some more fun, too!” Derpy's bosom rose-and-fell in rhythm, winded from over-stimulation. Her eyes sleepily rolled about and the drip-drop of water from her flesh and thin fur coat echoed.

“It's okay if you can't take anymore,” said Nina softly as she knelt next to her. “I could show you to a room to rest?”

“Nah,” wheezed Derpy with a stupefied grin. “That was even better than I always imagined!” She'd fantasized about her first real sexual experience many times, but she always figured it would be a more chaste affair with a single stallion!

Katt's leonine tail batted about. “Hmm, but how to do it this time...” A devilish smile revealed her fangs.

She laid Nina back, and spread her thighs open, sliding in to scissor her. Their womanly mounds met, as the feline pressed close as she could to her companion, wetness and heat mixing as their lower lips brushed. Engorged nubs about their slits rubbed when Katt started to grind, and Nina seized up, biting her lower lip to stifle a whimper. Squishes sounded each time their labia squished and parted, connected by strings of clear feminine juices. Their rear holes clenched from the pulses in their nethers.

By now Derpy had not only recovered but was also quite warmed up from watching them. Nina's glazed over face was awash with a full-face blush, her wings unfurled and her nails jabbing into her heavy breasts when she kneaded them. Katt continued to fiercely press their sexes together, lewd slaps sounded each time their pussies kissed with swollen lips, and the huntress dug her own claws into Nina's wide buttocks, careful not to break the skin while she roughly molested the doughy flesh.

Not wanting to be left out, Derpy settled her bubble bottom onto Nina's face, her backside spreading as the Princess stared into the runny cunt and puckered asshole which smothered her view. Again she started to lick her sopping sex hole, while she drove a few digits up her backside, feeling the hot canal constrict around her. Meanwhile Derpy bounced atop her face, and suckled upon one of Katt's breasts, tracing the areola with her tongue, while her other hand pinched and pulled upon the other tit's bud.

A shriek escaped Katt when she came, the pussy's pussy erupting all over Nina, who was soon soaked from repeated torrent-like sprays. So violent was her orgasm, not to mention how hot Nina thought it was, that her body reacted in tandem, and she too started to spurt smaller, more delicate fountains which splashed all over the kitty's kitty, until their cunts and assholes were drenched. Eventually the multiple climaxes became too much Katt, who nearly fainted and in a flash reverted back to her usual self. The pair collapsed with a thud in puddles of their own musky release, faces twisted with lewdly dazed expressions.

“Uh-oh! You two okay?!” Derpy slid off and looked them over, Katt managing a weak thumbs up, while Nina simply nodded once. “Whew!” She wiped her brow, still stirred up a little but thankful she'd been able to help out! “I'd like to stay the night, but maybe I should return to the TARDIS?” She knew how quickly Time Turner became bored. And that he'd likely wanted to visit other such bizarre worlds and involve himself with new aliens! “Thanks for a wonderful time! I'll always remember you!”

“T-take care bubble-butt,” said Katt with a wink between pants. She looked to her friend and considered a blunt threesome proposition with Ryu the next time the three of them were on their own. “Careful on the way back!”

“Yes,” breathed Nina thankful that her first time had been with someone so sweet. “We'll always remember you, too.” Maybe now she would finally have the heart to tell Ryu how she really felt? She shared a warm smile with Katt who felt the same.

With a final wave Derpy shook away the moisture, toweled off with a towel from a rack on the wall, and redressed before she headed out. She checked her boots to make sure the TARDIS key was still hidden under the sole. She'd always been rather scatter-brained so Time Turner insisted she keep one there in case he wasn't around to bail her out.

Luckily it wasn't difficult to follow the path Katt had cleared back through the forest. She spread her wings and fluttered over the winding pathways. In the meantime her mind wandered. What a weird, wonderful world! Although she couldn't help but wonder what Nina and especially herself would look like if infused by the shamanesses? It's the sort of little mystery that would have driven her teacher mad! She simply let her fantasies run wild, and decided some stuff was best left unknown.

But how to scratch that last itch in her inflamed marehood? Maybe she'd borrow Turner's sonic screwdriver some more...

Author's Note

Sorry this took a while (Tons of work and life obligations lately), hope you enjoyed the tale/tail! (Heh, terrible puns!)