They Grow Up So Fast

by Quick Fix

Rating: mature
Tags: Random, Main 6, My Little Pony: Friendship is Magic, Cutie Mark Crusaders, Romance, Sex
Length: 10190

The CMC say enough is enough and ask Twilight to make them older, sexual deviance ensues

The Cutie Mark Crusaders are getting desperate for ideas on how to get their cutie marks. They've done everything they could except for the more 'adult' things they can't do, like ride the roller coasters, drink certain beverages, or even go into the secret room in Carousel Boutique.

As they prepare to go to Twilight's, what is this about something called a Midnight Flower?

This is free for interpretation, be it anthro, or pony is all in your mind. If you do want to have clarification, I'd suggest more on the anthro side, just no hands, sorry Lyra.

Published 2012-12-18 02:50:01 UTC
Last updated 2013-02-12 02:10:35 UTC

I want it now!

"We've tried just about everything!" Sweetie Belle squeaked, frustration settled in her exclamation.

Scootaloo and Applebloom only sighed in agreement. Nothing worked for them at all today.

Animal Helpers? No.

Buisness Ponies? Bought out.

Yoga Instructors? A disaster.

The only things they couldn't do was anything the adults wouldn't let them do.

"Ah'd bet that we'd get our cutie marks if we watched some o' those movies that show in the back area o' the movie theater," Applebloom grunted, remembering when they wanted to go in and get their movie review cutie marks, only to be turned away by a stuffy stallion.

"Or get into that rockin' dance club," Scootaloo remarked, thinking back to when the three pleaded with a tough looking pony to let them in. Even with their most adorable faces, the pony refused to budge and continued to tell them to leave.

"Heck, we may just be able to get a cutie mark from getting into Rarity's secret room, if she'd let us," Sweetie Belle finished, the memory of Rarity panicking at the question as she asked her sister of what was inside.

"Well, um, Sweetie Belle.... it's complicated adult things. You'd never understand," Rarity would tell her.

The three fillies in their treehouse looked to each other, a sudden idea forming in each of them, their eyes shining as they all spoke in unison.

"We need to be adults!" They exclaimed, each of them rushing out the door and to the resident genius and master of magic.

***

"For the last time, girls. No!" Twilight proclaimed, pulling a book from the wall.

The library was in its normal state of order, the only interesting difference being an unbloomed flower in the center of its room.

"But, why?" Sweetie Belle moaned, making Twilight cringe.

"I've already told you, there is NO adult pony that didn't have a cutie mark and got it from going to those places you are talking about!" Twilight exclaimed, setting the book she had next to the flower and opening it.

"You don't know! We may just be the first! Getting a headstart before coming to you and becoming young again!" Scootaloo protested.

Twilight sighed and closed the book she was prepared to read, turning to the fillies that had been pestering her. "It is irrevocably, scientifically, inconceivably, unimaginably, absurdly, impossible!"

Twilight gasped for a few moments after her long sentence and kept her eyes on the fillies for their next move.

"But... what if we jus' wanna see what you adults can do for a little bit?" Applebloom started innocently.

"You're going to have to wait, right now I'm researching this flower that Celestia has sent to me. I'm hoping to get a delivery soon for a book about it, but as of now, I'm starting with its basics." Twilight explained, opening her book again.

The fillies went quiet for a moment before grouping together in a huddle.

"Well, guess asking isn't going to get us anywhere," Scootaloo huffed.

"We need to gain Twilight's trust, it's like ah said, it'll only be temporary," Applebloom murmured.

"I think I've got an idea, follow my lead," Sweetie Belle whispered before breaking away from the group. "So, Twilight, you may not want us to get older, but we still need to earn our cutie marks. Can we help you with this flower?"

Scootaloo and Applebloom zipped to Sweetie Belle's side and each of them gave their pleading looks to Twilight.

"Well... I suppose you can. For the moment just stay right next to that flower, I need to read up on a few basics on flower identification before I begin..." Twilight said, a resigning smile on her face before she continued to read.

"CUTIE MARK CRUSADERS FLOWER GUARDS, YAY!" The fillies screamed before a POOF sound went off next to them. Before they could see what was happening, they found themselves getting covered in a weird dust. Each one of them began sneezing uproariously, to the point that they began shooting across the library and smacking into books.

"What the-?" Twilight began, seeing the three fillies sneezing and flying everywhere as she set her book down. Utilizing her magic, she caught each individual filly and set them away before investigating what happened. She looked to the flower and chuckled.

"Well, I didn't expect the Midnight Flower to outright do THAT while you three were there."

The Cutie Mark Crusaders tried to shake off the dizziness of the constant sneezing they had done and each of them shook off the dust on them. "What the hay? This stuff came from a flower?"

Twilight nodded, "That is so fascinating, I've never seen a flower produce so much pollen in one go before, let alone let it come out like it did."

The CMC looked to each other and left the library, not wanting to get another dusty assault like before.

"Man, I kinda feel itchy all over me..." Scootaloo noted, scratching underneath her chin.

"Me too!" Sweetie Belle said, trying to reach an itch that managed to get in between her shoulder blades.

"Grrugh, we got to get this stuff off!" Applebloom moaned as she began rolling on the ground in a vain attempt to stop the incessant prickling that found its way onto her chest.

Each of them rushed off, back to their respective homes to try and alleviate the agony that fell on them, but each of them found the same solution in time.

A nice hot bath.

***

Applebloom went to bed, still angry that she was attacked by a flower and another day of crusading was finished. She avoided her family during dinner and kept tight lipped about what happened. All she did was pull the sheets over her head and closed her eyes, letting her disappointment and bitterness fade alongside with her focus.

As the night moved on, Applebloom felt herself getting hotter. She shifted in her bed continuously, trying to find relief from the heat. Soon she just threw the sheets off and tried to settle down. However, the heat still remained and even started to build up!

Alongside a great flash of lightning and the clap of thunder, she groaned and found that most of the heat was coming from where she normally would go to the bathroom. She reached down to try and feel if something was nearby it that made it so hot or if it was just some weird rash she might've picked up from the flower dust.

When her hoof brushed her clitoris, she screeched in shock. Something about what she just touched made her body briefly spasm. She felt around for it again and this time, slowly started rubbing it. She didn't know what the feeling was, but it was good. After some more experimental touching, flicking, and swirling around the little nub, she felt her rear hooves touch the end of the bed. But Applebloom's mind wasn't at all thinking of how odd it was that she could now stretch out and feel her bed get slowly more cramped, all she was focused on was the feeling she was going through by touching and rubbing this odd bump that made her vagina wet. Her breaths started to get shallower and her rubbing had started to go faster, the heat was so intense! She finally felt her body convulse and something come out of her vagina, all she could do was moan and continue on.

With no regard for what was around her, she lifted a hoof to her chest and began rubbing it as well, not knowing that two lumps began growing as she spun her hoof around her nipple and bit her lip. Rain began to pour outside as another flash of lightning lit the room, the form of Applebloom had grown larger and more mature.

The heat was disappearing, the only way it would be stopped is if she continued. Applebloom's head now touched the bed's edge, making her slowly lean up in order for her to continue in peace.

"Ah- Ah- I feel... feel... another 'un!" She breathed out, her voice sounding more like Applejack's as she slowly humped the air with each rub. Her eyes opened up to see that her red hair now covered her eyes and she just tossed it to the side to look down at where she was rubbing, greeted by the sudden look of her new growth. Her mind only briefly questioned it before she unleashed another torrent of fluids and found herself suddenly passed out on the bed, curled up since she could no longer stretch out.

***

In the bedroom of Sweetie Belle, the same effects began to unfold as she began to pant and squirm. She remembered the itching and without thinking had gotten a rocket ship toy from her toy chest and had begun to rub it against her pussy lips with her magic. Sweetie's eyes kept closed as she felt the rocket tip begin to push in, with a push, Sweetie gave out a loud yell before going back down to a sensual cry as the rocket began going in and out.

"Wh- Wh- What issss this feeling? OOUGGHH! It's so good! I don't want it to stop!" Sweetie Belle screamed out, bucking her hips to the movement of the magically pumping rocket toy. She kept moaning, louder and louder as orgasm approached until she hit her climax and let out a scream that was only covered by the thunder and lightning outside.

Sweetie turned to her stomach as both of her hooves went down to meet with the rocket as they continued to move it in and out of her loins. Her face hit her pillow and her wails of pleasure were stifled as she continued. The lightning flashes shown her shadow on the wall as it continued to expand and grow as the object continued to move within her. Soon, the whimpers and whines of her indulgence became sighs as her head lifted from the pillow, her eyes looking up to the ceiling and her tongue lolled out as she panted.

With a final push, her eyes and mouth closed as her hooves fell from the rocket, letting the juice that shot from her vagina fire the toy with great force as it clacked and rolled on the wooden floor. With her front hooves laying underneath her and her flank in the air, Sweetie Belle somehow managed to go to sleep.

***

Twilight wiped some sweat from her forehead, the night had come down on Ponyville a lot sooner than she expected. After her run-in with the Cutie Mark Crusaders messing up her attempt to make the flower bloom in the day, she had cleaned up the mess that was created and was finally ready to consult the books. The mail had arrived late, as usual, and she sorted through the assortment.

"Let's see here, Garden Secrets, Quick-and-Easy Flower Book, here we are, The Midnight Flower - A guide to an elusive plant."

Twilight set the plant beside her on the shelf and got into bed with the book, getting comfortable before opening it.

"Congratulations, mysterious mare or stallion reading this. You have found one of the most interesting pieces of flora to ever grow in Equestria, the Midnight Flower." Twilight read aloud, shutting the lights out except for her single reading lamp.

"Let's start with the basics of your flower - the way it blooms and grows. The Midnight Flower is purely driven on a single object that hangs in the sky, the moon. For each phase of the moon, the Midnight Flower will alter itself to do multiple things. For example, under the light of a new moon, the flower gives out an odorless gas that hinders any pony's mind. This phase is known as the 'Blank Mind' stage, as the gas makes the affected member more confused and clumsy, making the member more susceptible to making bad decisions and often has to ride the symptoms out for a full month before returning back to the former state."

Twilight kept reading, the clouds from the storm fading away revealing no moon out in the sky... a New Moon stage. The flower on the shelf began shifting slightly as it began rising up from the clay pot.

"The symptoms of the 'Blank Mind' consists of lowered intelligence, hair pigmentation change, and higher body sensitivity. So seeing somepony that may be affected by it is fairly easy. It's usually a good idea to not approach these ponies at any time as they may try to perform actions around you that may be considered inappropriate to society at large."

Twilight scratched her mane, unknowing that it was slowly turning blonde under the flower's influence.

"So it is best that you know of each stage as they may affect others around the flower in some stages and in others it is a purely flower based transform- transformation." Twilight began to have difficulty reading the words, she couldn't understand why. She also found herself becoming very hot underneath her covers and moved the blanket from her to continue reading.

"Th- the Midnight Flower is considered to be a sexual, errgh, symbol for ponies, ohhh, because it experessssses hidden desi-i-i-ires," Twilight continued to stammer and feel heat all around her, unable to resist much longer against the flower. She tried to continue reading but finally resorted to dropping the book to try anything to help her dilemma. She began to go downstairs and resolved to go outside to walk and get some air.

As she opened her front door she was greeted by an orange pegasus filly with a purple mane and tail, who seemed to be growing right in front of Twilight's eyes.

"Tw-tw-twi... I feel funny..."

Stage One: New Moon

Twilight Sparkle continued to pant from the heat that still irradiated off of her as Scootaloo stumbled into the library and put her hoof down on a shelf edge to steady herself. Scootaloo's fur was drying rather quickly despite the rain outside.

"Ummm, Scootaloo? Are you okay?" Twilight asked, feeling a lot more air headed than she had before. As she took a step to Scootaloo, her hoof shot back as Scootaloo gave out a cry; her wings shooting open and falling to the floor.

"Sooooo... HOT!" Scootaloo screamed as she arched up, pointing her upturned body to Twilight. Twilight tried to focus as her breaths on Scootaloo made the struggling filly shiver more. Without warning Scootaloo gave a grunt and Twilight's lips were now kissing Scootaloo's folds, only making Twilight's focus cloudier. Twilight's tongue shot out and began exploring the cavern that was presented to her.

Scootaloo felt the new object inside her and felt her entire body go out with a boom! The breasts she had been trying to keep from growing bounced out, her wings elongated with a large flurry of feathers, her hair also shot out in wild curves. She allowed Twilight to move on before seeing her pull away, making her feel angry that she would stop the immense joy she had only begun to experience.

Twilight wiped her mouth and gave a lopsided smile to Scootaloo, knowing that she wanted to get pleasured as well. At first she tried to open a drawer from the next room with her magic, but found that she had completely forgotten a basic telekinetic spell. With a giggle, Twilight decided to try and lead Scootaloo to the drawer by getting her up. Both of them locked lips, letting each others hooves explore their bodies.

Twilight moved her hooves all around Scootaloo, feeling the muscle and fur move as Scootaloo continued to age into a mature mare.

As Twilight nearly got to the drawer, Scootaloo moved up and gave Twilight a lick on her horn, making Twilight's magic fizzle momentarily and lighting the darkened floor. Scootaloo's eyes went to Twilight's, hoping that her pleading look would allow Twilight to continue her act. Twilight pulled out a vibrator, a plan formulating in her mind.

Twilight wrested Scootaloo to the ground so their rear hooves crossed over each other, their vaginas nearly touching each other with their own passionate kiss. Taking the vibrator, Twilight stuffed it between them and switched it on, making Scootaloo scream from the sudden shock of pleasure returning to her.

Twilight began rubbing against Scootaloo, making the vibrator dig further into her. Scootaloo unconsciously returned the favor as the two began to pump against each other in a simultaneous beat. the drawer began shuffling out with each bump and eventually fell, revealing sexual books and magazines alongside a double-ended dildo. Scootaloo's eyes fell to one page that was open, showing two mares in a room, with one having the double-ended dildo in her.

Scootaloo began pushing harder into Twilight until Twilight burst out in a climax, leaving Scootaloo to crawl to the new device and its secrets. Scootaloo moved the dildo to her own vagina and let the flopping rubber enter her, unconsciously sliding it back and forth for a few moments before looking over to Twilight, her rear up in the air as she was attempting to stand.

The rain began to fade as Scootaloo slowly got up, the new object in her snatch waving back and forth as she mounted Twilight. Twilight felt the dildo ram into her as Scootaloo pounded into Twilight with wild abandon. Scootaloo kept the pace as Twilight was pushed into the library wall, books beginning to fall around her. Twilight gripped onto any book she could and each one she nabbed would fall as she approached climax.

"Oh-hh-hh-hh, Ye-e-e-e-e-ss-ss!" Twilight gasped out between each beat.

Scootaloo felt the climax approach her and flipped Twilight around, not knowing her own strength. Twilight's back now bashed into the wall of falling books as Scootaloo kept her eyes on Twilight's. Both of them continued to watch each other as they reached climax. Twilight let out an eep and hugged onto Scootaloo. Scootaloo felt hers come and only paused momentarily to let out a hissing sound and continued her fast pace. Scootaloo's wings had been buzzing the whole time, kicking up papers, pens, and other loose objects around them.

Scootaloo felt her climax approach again, watching Twilight as she went wall eyed from the pleasure she was giving. Scootaloo finally gave one big pump and she felt her climax again, this time collapsing to the floor with a yell of satisfaction and on top of Twilight. The two of them kept to each other, the dildo still in each other as they fell asleep on the floor under the light of the new moon.

***

Applejack woke up before the morning sun came out, noting the wet ground outside due to the unscheduled rain from last night. She gave a few stretches to her back and shoulders before knocking on Applebloom's door to wake her up.

"Time ta wake up, Applebloom! You got a few chores to do before school!" Applejack yelled, knowing that Applebloom was usually a sound sleeper.

"In a m-m-m-inute!" came an older voice, shocking Applejack as she forcibly opened Applebloom's room. As Applejack entered, she could smell the stench of sex in the air, gasping at the mystery mare wearing Applebloom's bow and laying on her bed as she masturbated freely.

Applejack froze in place as the mare finished her act and lolled her head to Applejack, she saw the orange eyes of Applebloom staring at her.

"A-A-Applebloom?" Applejack stuttered, the former image of her little sister shattering at the sight of this adult mare that had the same mane, coat, and eyes looking right at her.

The mare huffed as she rolled off the bed unsteadily and gave a frightened look to Applejack.

"Yes."

Silence passed in between the two sisters as Applebloom nervously moved her eyes away from Applejack's stare.

"B-? How did-? Wh-?" Applejack tried to ask questions but found nothing. After minutes of trying to connect the dots a knock came at Applebloom's door.

"Hey Applebloom, is Applejack in there with you? We need ta get out and do our work."

Applejack panicked as she heard the door begin to open, if Big Mac found out that Applebloom was an adult, he'd freak out worse than she was. Applejack kept the door from being opened and tried to hide the sight of Applebloom from Big Mac's sight. "H-Heya Mac, I- I- I'm in here with my sis and- and- I was just about to go, be right out!"

Before Big Mac could say a word about the unusual stench coming from the room the door slammed shut and Applejack braced herself against the door, unsure of what to do at this point.

Applebloom tried to make her eyes look up to Applejack again, noting that she was near the same height as her. She had been feeling so good by touching herself and when she came in, she felt embarrassed. "I... I'm guessing school's not going to be an option today?"

***

Rarity awoke, stretching out her tired limbs. Taking off her sleep mask, she looked outside from her closed window and gave a smile.

"Such a grand day, the morning dew is still on the ground, ponies are all waking up and starting their own routines, and I cannot fathom a day like this to be wasted on staying indoors."

Rarity began her little skip to the shower, carrying with her a basket of her usual cleaning supplies. Loofahs, Shampoos, Conditioners, and a special blend of bath salts that when made wet would let out a wonderful lavender scent. Her focus was so strong on completing her usual routine, not once did she open her eyes to see a mare was using her shower, her ears would not listen to the dulcet tunes that came alongside the sound of running water. Once she had entered the bathtub however, she soon was face to face with the sudden realization of a mare looking right at her.

As the two mares screamed out, the shower was shut off and both mares were dripping water in the tub.

"Who are you?! More importantly, HOW DARE YOU INFILTRATE MY HOME?!" Rarity yelled out to the white unicorn with pink and purple mane.

"What? Hold on! Rarity-!" The mystery mare started.

"So you know me! No doubt you are some sort of stalker!"

"RARITY! Stop it! I'm your sister!"

Both of them went quiet, Rarity trying to understand what this mare had just said and the other attempting to get some soap out of her eye.

"That's not even close to possible," Rarity finally said, stepping out of the tub, ignoring the wet hoofprints she was leaving as she opened Sweetie Belle's room, finding the bed that Sweetie Belle would have still been sleeping in not only gone, but completely messy.

Rarity went back to the shower room to see the mare continuing her shower, singing a song.

When you're a younger pony

And your flank is very bare

Feels like the sun will never come

When your cutie mark's not there

So the three of us will fight the fight

There is nothing that we fear

We'll have to figure out what we'll do next

Rarity paused for a moment, she did think something was odd about the appearance of the mare in general. Something that seemed VERY out of place.

The water shut off and the mare moved the curtains out of the way, letting Rarity see that the mare had no cutie mark.

Suddenly things came to Rarity FAR too quickly, the coat, the mane, the singing, it kept pointing to what had to have been impossible.

"No... No, it can't be!" Rarity began her eyes going wide in shock. "Sweetie... you can't-"

The mare gave a small nod to Rarity, a small embarrassed smile on her face. "I didn't want to surprise you like this..."

Rarity tried to keep her focus intact, but fell to the floor unconscious.

***

Spike had managed to get woken up by loud bangs against the door, a feat that would've been deemed impossible if not for the urgency behind each whack.

"Oooorrrggg... I'm coming..." Spike groggily moaned out, stepping out of his bed.

Passing over multitudes of papers, fallen books, and even Twilight and a mare he hadn't seen before were glanced over as his mind wasn't fully awake to the unleashed torrent of action that had happened last night in the room. He gripped the door handle and gave a weak tug, making the pounding outside hurl the door open and flinging Spike across the room.

"TWILIGHT! AH NEED TO SPEAK TO YOU RIGHT NOW!" Applejack roared out.

In response, the cuddling Twilight woke up and gave a little stretch, giggling at the fact she had fell asleep with a dildo in her.

"I totally needed that edge off from last night, thank Celestia this mare came in and needed to do the same thing," Twilight said, her speech slightly lisped.

Applejack looked over at Twilight and was briefly puzzled at the mane color change. The mare's eyes were also peering off slightly in other directions. It almost didn't seem to act like Twilight, but she had the same coat, and the same cutie mark. She shook it off as perhaps a relative of Twilight's that stayed the night or something. After all, Twilight wouldn't have sex with a mare in the middle of her own library.

"Erm, hay-ya. Would you mind tellin' me where Twilight is? Ah... I mean, my sister has got a problem that may have started here."

Twilight gave a pout of disappointment to Applejack. "You don't recognize me?"

Applejack shifted her eyes around the room for a moment before answering. "Should I?"

Twilight gave a little laugh, "Maybe we haven't met, what was I thinking? Here I thought you were somepony I remembered..." She paused for a moment and put a hoof to her chin. "Actually, I don't remember nothing!"

She then gave a gasp, "Oh no! I need some new clothes! Perhaps some makeup, jewelery, and some more of these neat little things in this magazine."

Twilight lifted up the porno mag and Applejack's face flushed, half from embarrassment being caused by this mare, and the other half from getting no answers out of this airheaded pony.

Applebloom finally stepped in, looking at the mess that the room was in.

"Kinda looks like a tornado hit inside the treehouse," she murmered before looking down at the mare on the floor. Recognizing the coat and hair, she poked Applejack to get her attention. "That's Scootaloo! She got older-ified too!"

Twilight turned to her fallen guest and roused her for a moment. "Wakey wakey! Somepony needs to get cleaned up to go out and start clubbing all over again!"

Scootaloo gave a little hum to let the group know she was waking up. As she stood, her wings went open, engulfing the light coming from a nearby window and shut back to her. She turned about halfway before realizing she still had the dildo in her. With a slick pop, the rubber dong came out and hit the floor. Looking up, she saw Applejack hiding her face in her hat, Twilight skipping to her bathroom, and another mare gawking at her.

Before Scootaloo could speak, another slam of the door came, despite the door having already been opened. In the frame was a heavy breathing Rarity, tears going down her face.

"Twiiiiiliiiiight! My sister's been cursed!"

Sweetie Belle pushed past Rarity to enter inside, "I am not! Just... got taller, and stuff."

The trio all looked over each other as the room began to fill with conversation as to what was happening.

Spike gave a whistle, stopping the loud rambling. "Okay, it's fairly obvious what's going on here. Something magical has happened to the three of you that's made you into mares. Even more interesting is the fact that Twilight isn't really around... at least... I think she isn't. I can't help but think that blonde mare has to be her."

Spike's body jolted a bit in surprise, "What about her project to Celestia? Is it still-?"

Spike went upstairs before he finished his statement and came back down with the Midnight Flower.

"Hey! That's the flower that covered us in dusty stuff!" Sweetie Belle exclaimed.

"Dusty stuff?" Rarity asked with heavy concern, "You don't suppose this flower has anything to do with... with... with this unfortunate evil!"

"I don't think this is evil," Scootaloo said with a smile on her face. "Now we can do whatever the mares can do! Then we can get our-"

"Nuh-uh!" Applejack interrupted. "There ain't gonna be no crusadin' while we're still trying to figure out what's going on!"

Applejack looked around for some note or clue of Twilight's disappearance before she found a page that had a tiny picture of the Midnight Flower near the bottom.

"What's this?" She muttered before holding up the page.

"Knowing what this flower may do to you as of now, I as the author do hope you enjoy this piece of flora. If you find out that somepony you know or yourself have at any time these symptoms, fret not. Under the power of a New Moon can anypony that has been affected by these conditions return to when they were before.

It is also prompt to note that there are also ways to extend these symptoms under the New Moon as well. If a mare so chooses to continue her life as her new form, the time can be expanded beyond that month. However, it must be noted that if one so chooses to continue down the path that they have been afflicted by, they can be forever changed in mind, body, and more-so the spirit."

Applejack flipped the page over and found nothing more.

"So, when the new moon comes we won't be adults anymore? LAME!" Scootaloo huffed.

"We can do a lot in a month though, Scoots," Applebloom interjected. "And we can still be adults if we wanted to by the next New Moon!"

"I'm puttin' my hoof down at this, for all y'all," Applejack angrily spoke, her front hoof slamming down on the floor. "Don't even think about makin' this longer than it has to."

The trio gave a little groan, but then turned their attention to the flower.

"What should happen with that flower? Twilight's meant to take care of it," Sweetie Belle hummed.

Applejack gave a small thought over this. If Twilight was really gone, then getting any answers behind what the flower had done would be hard to come by.

"Uhh, Rarity. How about you take care of the flower for a little while? Just until this entire mess of our sisters hitting puberty way too fast gets taken care of."

Rarity gave it a little thought and looked over at the flower for awhile, it did look lonesome as it drooped slightly.

"I guess it'll be okay," she said with a little shrug.

"Suppose that takes care o' one issue," Applejack said to herself. She looked over at Spike and then around the room.

"I ain't the kind to be bossy or nothin' but make sure that if Twilight comes back that she needs to know that Rarity and I are looking for her, okay, Spike?"

Spike gave a salute, his small chest puffed out as he stood at attention.

Applejack then gave a sigh, knowing that this month was going to be torture trying to keep things from getting too rattled up by the sudden change of three schoolfillies becoming instant mares overnight.

Hopefully, some of the townsfolk would be understanding... maybe.

Priority Check!

Applejack took a deep breath. Never had she come across something so terrifying as of now but to tell the truth. She could just walk away, maybe wait until later to tell? Perhaps make something up? Applebloom managed to get a month long flu?

"Buck up," Applejack whispered to herself. She opened the door to the Ponyville Schoolhouse and stepped inside as the sound of colts and fillies chatting with each other filled her ears. All she needed to do was see the teacher. Stepping past the kids and approaching Cheerilee, she took off her Stetson hat.

"Well, hello, Applejack!" Cheerilee happily greeted. "Let me guess, Applebloom not feeling well?"

"No, I mean, yes," Applejack briefly struggled in her answer. "It's complicated."

Cheerilee's happy expression went into one of concern. "Did she get hurt with her two other friends?"

Applejack shook her head, "No, no! Applebloom isn't hurt, she's..." Applejack grit her teeth for a moment before pulling close to Cheerilee's ear. "She's not a filly anymore."

"What?" Cheerilee questioned.

"Ah mean she's a mare, full grown, all the parts" Applejack hurriedly explained. "I ain't makin' it up! I went to her bedroom this mornin' and there she was."

Cheerilee looked over her class for a moment, making sure they weren't older than when she last saw them for some reason. "The rest of the children aren't older, so what-?"

"Something with Twilight, a flower, and magic," Applejack irritably answered.

Thinking over the situation, Cheerilee briefly spoke to herself. When she stopped, she looked back to Applejack. "And that's what happened to Sweetie Belle and Scootaloo?"

Applejack gave a nod, as complex as the situation was, she was glad that Cheerilee was taking the news pretty well.

"All right," Cheerilee said. "If they wish to continue their schooling I could recommend some night classes..."

Applejack stopped Cheerilee, "By the next New Moon they'll be right back to being fillies."

Cheerilee paused again, "It's temporary?"

Applejack gave a nod and placed her Stetson back on her head. "By then we can get them back in school, but for now, Ah wanted to let you know they're going to be unable to come in for awhile."

Cheerilee's smile returned and her chipper voice as well. "Thank you for telling me that the girls have gone to a foreign school temporarily!" She spoke out.

Applejack gave a sly smile, "It's nothing too big ta worry about, thanks for understandin'!"

***

"Have we got everypony together?" Applejack asked Rarity.

"Yes, it took some doing, but I was able to convince the girls to meet us at Sugarcube Corner," Rarity explained as she led Applejack.

"Do the Cakes know about the trio?" Applejack inquired.

Rarity gave a sigh, "Well, I didn't tell them, but considering Pinkie, she'd probably have blurted it out already. Oh, some days I just wonder how she is able to get on with her life sometimes..."

Both mares entered inside to an unusually quiet Sugarcube Corner. The gang seemed to all be there, including the blonde Twilight mare.

"I'm so loving your hair! How'd you do it? What shampoo did you use? Oh, my Celestia, it smells like tree!" The blonde Twilight kept yammering at Fluttershy.

Applejack stepped up with the rest of the girls, Pinkie Pie sat next to the blonde Twilight and had a pair of glasses on as she held on to a small bunch of hair of the blonde mare. Fluttershy had been sunken into a corner by the blonde Twilight as she was forced to have her own pink hair being rubbed on the cheek of the mystery mare. Rainbow Dash kept the Cutie Mark Crusaders from going anywhere by keeping them preoccupied with stories she knew. Spike was also there, shuffling and stacking papers in different places at the table.

"Glad ya'll could make it," Applejack started.

Pinkie Pie pulled up from her close view of blonde mane and dramatically removed her glasses. "This is a curious case indeed," she began. "The DNA of this mare's hair belongs to one Twilight Sparkle, but she doesn't act like her. It is in my professional opinion we are dealing with-" Pinkie gave a small pause as she looked around briefly before pulling in to the table. "Aliens."

"It's not aliens, Pinkie, it's the Midnight Flower," Spike explained. "Besides, how can you know that the mare is Twilight? She may kind of look like her, but she doesn't even remotely remember who she is, let alone know at least half of what Twilight does."

The blonde mare stopped admiring the hair of Fluttershy for a moment and looked to Spike. "I just remembered something!"

The girls all focused on the blonde mare as she took a breath. "Dragons have two penises!"

The sound of face hitting tables was unanimous, it was clear that Twilight or not, this mare could only think about sex and how she looked. That was when Pinkie lifted her head up.

"Wait a minute, did any of you know that?" Pinkie asked.

Rainbow Dash lulled her head to the side, "Not that I wanted to."

All of them shook their heads and Spike's eyes seemed to shimmer for a moment. "Hang on, no pony here knew that except for her! Twilight once gave me a long speech on dragon anatomy and said she learned a lot about it after I came from my egg. Meaning..."

All of the mares turned to the blonde mare who gave them a friendly wave.

"No way," Rainbow murmered.

"It could be," Applejack hummed.

"How can it-?" Rarity started.

"Aliens," Pinkie finished.

"Twilight?!" All of them shouted.

The blonde mare put her hooves to both sides of her head and gave a large grin. "Tha'ss me! Hee Hee!"

Spike's claws rapidly went through the paper and yanked up a page. "Under the light of a new moon, the flower gives out an odorless gas that hinders any pony's mind. This phase is known as the 'Blank Mind' stage, as the gas makes the affected member more confused and clumsy, making the member more susceptible to making bad decisions and often has to ride the symptoms out for a full month before returning back to the former state." His eyes looked up to the girls. "This had to be what made Twilight become this! The flower messed with her head somehow!"

"So, that means we're babysitting Twilight along with Applebloom, Sweetie Belle, AND Scootaloo?" Rainbow Dash groaned.

"Perhaps not, we could make it into more of a learning experience for all of us," Rarity suggested. "I know that I've always wanted to see Twilight get a little more loose and carefree, perhaps we can learn to tolerate this change of our friend. After all, it's only a month."

"And us?" Applebloom asked.

"I know what I'm doin' with you, young lady," Applejack determinedly spoke as she pulled her sister away. "We're introducin' a new member o' the family to Sweet Apple Acres, come on!"

As Applejack left, Scootaloo looked over at Rainbow Dash. "I- uh. I don't think my parents are going to be cool with me if I just come home looking like this, perhaps I could... hang at your place?"

Rainbow Dash looked over at Pinkie and Fluttershy, wondering if either one would be a better choice to live with besides her. "I suppose, but it does mean you have to fly. Which means, you and I have a crash course to go through today."

Scootaloo's eyes gleemed in excitement and a toothy grin came to her face. She eagerly followed Rainbow Dash as Dash gave a farewell wave to her friends.

Rarity, Pinkie, Fluttershy, Twilight, Sweetie Belle, and Spike remained in the store. Rarity looked uneasy as she turned to Fluttershy.

"Fluttershy, I don't mean to be a prude, but perhaps Sweetie Belle can stay with you tonight?" Rarity inquired.

Fluttershy managed to get herself back up above the table edge as Twilight continued her admiration of Fluttershy's locks.

"I- well- of course she can. But- um- is there a reason why you want her to? If you don't mind me asking," she muttered.

Rarity gave a sure nod, making her purple bob move with her, "I have to entertain important guests at the Carousel Boutique tonight, and each of them are curious about my... back room."

Fluttershy gave a little gasp and put her hooves to her mouth, "Oh! I see. You don't want her to see-" She briefly moved her hooves up and down her body. "I understand, she's just too young for that kind of thing."

"What are you talking about?" Sweetie Belle peeped. "That's one of the things that I've wanted to see in my list when I became an adult!" Her eyes moved over to Rarity. "You can't just do that! I'm a fully grown mare! I can do what I want to!"

Rarity stood from the table and crossed to Sweetie Belle. "Sweetie," Rarity began, "There are two things a lady should know when she prepares for an argument. The first is to never use the excuse that you're an adult, and the second is-"

Rarity's horn lit up and hit Sweetie's eyes, "See it from your opponents perspective."

Sweetie's eyes came open and she noticed that the room was filled with color, loud noises, and sensual sounds. She blinked once and was back in Sugarcube Corner. "Was- was that a party?"

Rarity gave a nod, "It's a different type of party, yes. One that we could all agree you're not prepared for."

Twilight buzzed her lips, "Let her go, she's gotta learn about how birds and bees work, right?"

Rarity shot a dirty look to Twilight before looking back at Sweetie Belle, "Just listen to me this one time, please?"

Sweetie Belle shuffled her hooves for a moment before giving a groan, "Fine, I'll stay at Fluttershy's."

Rarity gave a smile of relief and focused her attention to one last thing that needed to be brought up. "Spikey, when you find more about the flower, you'll know where to find me tomorrow, okay?"

Spike gave a lopsided grin and nodded his head repeatedly. Rarity gave a kiss on Spike's head and went out the door, followed afterward by Fluttershy and Sweetie Belle.

"Soooo," Twilight spoke up, licking her lips as she stared down the dragon. "Do you WANT anything?"

Stage Two: Waxing Crescent

Rarity finished making room in the Boutique. It was plenty of space for her needs of tonight, and her mind began to drift to Sweetie Belle. When she looked at her now, she still felt the love of a sister as she should, but another piece of her wanted to explore this more mature Sweetie Belle. Her mind imagined taking her sister to the bed and teaching her on all of the sensitive areas of a mare, letting the sweet sounds of her panting and moaning go out to her. Reaching down to her pussy and moving her hoof all around it and feeling the wet juice that Sweetie had.

Rarity had reached down to her own pussy and stopped when she felt her touch. Her heart raced as she brought herself back to reality. She silently cursed herself for having such a perturbed vision of her own sister, but secretly wished she had continued her daydream.

"I've no time for such activity, for now I need my clothing and my models."

***

"Again," Applejack commanded Applebloom.

Applebloom gave an exasperated sigh and recomposed herself. "Hi, my name is Annie Elisabeth. My parents wanted to teach Applebloom the art of wood crafting and wanted me to learn about what it meant to work hard for a night's sleep and meal. It's a pleasure to meet y'all."

Applejack gave her a nuh-uh sound and watched Applebloom grit her teeth.

"You all," Applebloom corrected herself.

Applejack gave a nod, "Good, now make sure you remember that when Big Mac or Granny ask you about who you are or where Applebloom is, got it?"

***

The afternoon began as Rarity decided to stash the Midnight Flower away inside a closet space. As she set the flower down, her nose inhaled the scent that came from it. The smell of vanilla and warm milk greeted her as she paused for a moment to briefly pat the sides of her neck with the flower. Surely the scent wouldn't be bad for her, especially when the night activities would begin.

***

"Come on!" Rainbow Dash whined out. "I've seen you buzzing with your small wings, with bigger wings you should be able to be up in the air by now!"

Scootaloo kept pushing against the ground, but she still couldn't get enough speed to move up. She panted heavily as she collapsed on the ground. "I just can't! I've tried and I've tried, but I can't do it!"

Rainbow Dash nearly went straight into admonishing the mare for acting like a child, but remembered that Scootaloo still was, despite her mature form. She bit her lip and moved over to Scootaloo, putting a hoof on her shoulder. "Hey, it's not so bad down here. Open sky, a couple of trees around us, how about we camp out here tonight?"

Scootaloo sniffed and wiped a tear from her eye, "Yeah?"

Dash gave a comforting smile to Scootaloo and answered, "Yeah."

***

She looked over her models, making sure each of them were ready for action. As she passed one, she noticed it was more stiff than the others and shot some magic into it, making it more limber. Her smile of satisfaction came up as she also remarked on the lengths and girths of some of the models penises were just perfect enough for what she needed. Passing by the female models, she would briefly flick her hoof over each pussy and watch for the reaction. Each female model reacted accordingly by gasping out.

"Thank you, animation spell," Rarity whispered as she passed by her former mannequins.

***

Fluttershy opened up her bedroom for Sweetie Belle. Sweetie remembered it as the room that she and her friends were put in bed for their sleepover. Part of her felt bad that Fluttershy was ready to give up her bed just for her. "Fluttershy?" Sweetie Belle quietly called. "I'd... think I can sleep on the couch instead. I don't want to-"

Fluttershy shook her head, "Nuh-uh. I promised Rarity that I'd take care of you tonight, and I want you to have the best sleep possible as you stay in my house."

Sweetie Belle went to protest, but knew it wasn't going to work. She just nodded her head and moved to the side of the bed. Like she did as a filly, she knelt down and put her hooves together in a prayer to Celestia and Luna. "Dear princesses, please look after me and my friends as we go through this rough patch that we've found ourselves in-"

***

"-and give us the strength we need to not only help ourselves, but those around us," Scootaloo continued as she lay in her sleeping bag beside Rainbow Dash. "Keep watch over my actions and help me to make the right choice-"

***

"-because I know that without your guidance, I would be lost," Applebloom said as she knelt down at her bed. "And with everything, please make the night blessed and the day shining when I wake. In both of the names, amen."

***

Rarity had been waiting behind the curtain with her models as the crowd of Equestria's finest clothing manufacturers had made their way here. Along with them were also potential investors, other business ponies, and even Photo Finish who had heard word of the potential of mannequin models.

Keeping her excitement as restrained as possible, she could help but feel the dress she was going to model was feeling a bit tight on her flank and chest. She thought it as nothing more than her jitters as she went up to a hidden microphone. "Good evening to all of you tonight, and welcome to our modeling show. Tonight, our models are going to show off the latest in late night wear for both stallions and mares who are wanting to get a little excited. This line of attire is called 'Le Sexe Avec Rarity'."

The first model stepped out, his attire a simply tight uniform that went around his neck, covering his back, and strapping just under his abdomen and over his dangling member.

"This look is meant to accentuate the upper body muscle of the stallion, allowing easy access to dance your hoof over his chiseled body and down to his package. The uniform also has optional grips that can be placed on it for the more 'in control' mare that knows what she wants."

Rarity was simply happy with the look and with her model. With the way it looked and caught many of the females eyes, she was sure it made plenty of interest for some of them. She briefly scratched her chest, not getting over the tightness that had become more unnoticeable.

The second model came out, a female that had what appeared to be multiple straps to her body.

"This look is an interesting piece, as it is controlled with magic. The straps can move any way that the controller desires. For example, if I wished for our model to lift her flank up and be restrained-"

The model's straps began to snap into place as it forcibly bent the model to show its pussy and ass to the audience, unable to move as it moved its head to the side.

"-the suit will do so. It has multiple functions to it already in place, but the controller can add their own options should they desire."

A male model with the same strap suit came out as the female was unbound and walked past him.

"This suit is also meant for the men as well, ladies, so if you feel your hoof getting tired from helping relieve your lovers stress, well-"

The suit began snapping again and the model was forced to sit in front of the audience as the straps began to rub up and down the shaft, making the model whimper momentarily. The straps came off and back on as a suit as the male model got up and moved to the back, his stiff member bouncing up and down as he did.

"Our final reveal of Le Sexe Avec Rarity is another work of genius. I present to you, myself, wearing the main attraction."

Rarity finally stepped out, a flowing gown as she came out. Many of the stallions and mares muttered to themselves in confusion for a moment. Rarity stopped at the edge and held her microphone up. "This dress is multifunctional, able to be used in every occasion, including those in the bed." Rarity's hooves went up to her chest and opened up the dress like a sliding door. The crowd gasped as Rarity's breast came out, making Rarity blush momentarily.

"We can all understand that after a big event, we want to go home and get right into the action, and it often results in torn clothing spread all across the room and on the bed. But this dress is fool-proof to being ripped or torn up."

A male model came out and started pulling on the dress, making the frills pull up, revealing Rarity's tight cheeks and pussy. The model then pushed on Rarity's covered pussy, making the suited part fall off and showing how wet she was. The model finally came beside Rarity and twirled her around, showing off her body to the audience. Everypony in the room was ecstatic.

Rarity was panting under the lights, but had cooled off a little since the dress came off. "If anypony has questions on the dresses or suits, feel free to stay and ask questions or wear them yourselves."

***

Rarity had been feeling so happy about tonight, already four of the investors had told her that she would be receiving funding and a contract for some of her works. Many of the others had slipped on some of her new works and even some of her older models.

She had managed to avoid becoming a personal test subject of her own designs and of the investors as best she could. Even after getting them a model to toy with, they would still tease at Rarity's nipples and smack her flank. One stallion was bold enough to push his muzzle into Rarity's folds before going into the back room with his model. She kept her legs shut, but felt the pressure around her building up as cries of ecstasy called out to her. She felt almost ready to jump on the nearest pony, be it mare or stallion, and start humping with every fiber of her being.

She bit her hoof and attempted to regain her composure before she heard a flash of cameras go off. She looked to the sound and found Photo Finish with her workers facing her.

"Miss Rarity, I must congratulate you for your dress style and bold movement in ze work of late night activity." Photo Finish complimented.

Rarity politely curtsied, not knowing her breasts swung as she moved. "It is a new field for me and for the world of fashion, I am sure. However, both of us cannot deny the need for rutting in our everyday lives."

Photo Finish's unseen eyes kept to Rarity's ballooned chest and started tensing up. "Indeed." She paused for a moment before readjusting her sight on Rarity's face. "What makes me curious is- DA MAGICKS of ze mannequins!" Photo Finish pulled close to Rarity, pulling her close, she briefly hooked one of her forelegs on Rarity's own. "I must know!" Photo Finish pleaded with Rarity. "How do you make zee models so lifelike? They have strong thrusts and powerful streams coming from them as eef they are truly alive!"

Rarity kept her lips shut as she briefly chuckled. "A lady that has a secret makes sure her lips are sealed tight."

Photo Finish smiled as she removed her glasses and moved behind Rarity. "Zen let us make these lips loose, then."

Photo Finish moved down to the pussy lips of Rarity and began moving her tongue around it, kissing the clit and sucking on it for the briefest of moments. One of the female models had begun to move over to Rarity and bent down next to Photo Finish, thinking it was a simulation. Photo Finish and the model began viciously thrusting their tongues in and out of Rarity, the two practically twirling them together.

Rarity had leaned down with her flank up as she hummed in pleasure. Without warning, Photo Finish's male servants had moved in front of her and pointed their long cocks towards Rarity's face. Rarity had tried her best to not let pleasure intermingle with business, but the pressure in her chest and flank and the smell of sex throughout the room finally snapped her. Using her magic with her hair, it wrapped around one of the dicks as she began sucking on the other one.

Photo Finish had been unhooking her dress and revealed underneath it was a long pink strap-on. Moving the female model away, she positioned herself underneath Rarity so her face was under Rarity's as she sucked on a cock and her pussy was ready for pumping. Photo Finish wrapped her rear hooves around Rarity's and began lifting her lower body up against Rarity as she wrapped her forehooves around Rarity's neck.

"You are such a dirty mare for keeping your trade secrets from Photo Finish, and now I will bend your body into what I desire until you release your information," she greedily growled as she started thrusting harder into Rarity.

A male model had signaled replacement with the female and mounted Rarity, his flesh lulling out and pressing against Rarity's anus. Hooking his forearms around the blossoming hips of Rarity, the model pushed in, making Rarity scream into the rod of meat that was going in and out of her mouth.

The activity was tremendous as it garnered attention from the other members of the party, all of them watching Rarity being filled in all of her holes.

The stallion that was giving a blowjob finally let loose as Rarity attempted to swallow as much as she could, the remains dripping in Photo Finish's face as she continued her action. Rarity took the moment of her mouth being freed to look down at Photo Finish and begin kissing along her neck and towards her right ear. Rarity started nibbling Photo Finish's ear and stopped the assault on her pussy. The second stallion let out a groan as a stream of cum came out of him and into Rarity's hair.

The stallions backed off in order to take a small breather and Rarity gave an evil grin to Photo Finish. "My turn," she mouthed out as she pushed into Photo Finish's strap-on and began pulling it in and out of Photo Finish. As she did that, the male model in turn pushed harder into Rarity, making the slaps of Rarity's already wet body against Photo Finish's even louder. The german pony began letting out short bursts of shocked yelling as Rarity turned the tide on her. Rarity pulled into Photo Finish as she continued her attack, "Cum with me, and I'll tell you everything you want to hear."

Photo Finish began screaming out "Ja!" for every push Rarity made. Rarity pushed in once really deeply before rapidly putting everything she had into pulling and pushing for at least 5 seconds.

"JA JA JA JA JA JA JA JA JA JA JAAAAAAAAA!" Photo Finish cried out as both mares went into orgasm and the model came into Rarity's lovely ass. Rarity stayed on top of Photo Finish as the stallion pulled out his penis and slapped it against Rarity's behind, leaving behind a few strands of cum for her efforts. Rarity moved a hoof through her mane and caught some droplets of cum in her hoof. She sucked it off and moved off of Photo Finish and towards Hoity Toity, leaving the star struck Photo Finish to the floor.

"So," Rarity hummed as she moved down to Toity's hardening pecker. "Anypony else want some Sexe Avec Rarity?"

***

"R-Rarity, your mouth is so- mmm- velvety!" Hoity Toity whinnied out.

Rarity continued sucking on the long stick of Hoity's and felt another penis fill her vagina. Truly, she was in bliss. Hoity felt himself close to cumming and pulled away from Rarity, letting his sperm cover her already white body. As he fell back, Rarity pushed her head down into the pussy of a waiting mare who had been patiently suckling on Toity's balls and began eating her away.

Rarity's breasts bounced up and down as the pounding got harder, her moans echoing each thrust into the mare's already tender cunt. At first, she laid at her side and let Hoity Toity rut her with one rear hoof held up by him as he fucked her, the next, she had her flank straight up as a young stallion named Orion jackhammered her, and another moment she was held in between two stallions she couldn't even remember the names of as they rammed her ass and pussy.

"Yes! Oh Celestia, Yes! Cum on me! Cum all over me!" Rarity screamed out.

The mares had all fallen together and had started making out with each other as each of the stallions whacked off and covered each of them with their glorious sperm. Rarity still felt the energy to go as she approached Fancy Pants, who had been patiently sitting on a chair.

"My goodness, Rarity, you are just a fiend when it comes to sex!" Fancy Pants remarked as Rarity pressed her large breasts together over his dick.

Rarity's sticky and slick breasts made Fancy Pants harder as it touched Rarity's muzzle. With a kiss, Rarity swallowed the tip and began suckling on it as she grinded her tits into Fancy Pants. She pulled up and let the dick go with a pop before climbing up on Fancy Pants and moving her wet pussy lips over his throbbing penis. She held there and teased the tip with her clit before Fancy Pants gripped onto Rarity's back and forced her down, forcing Rarity to whinny out in pleasure.

Fancy Pants watched as Rarity flopped up and down on him, her usually curled hair in a state of travesty. The sweat that poured off of her that mixed with the semen that had fallen on her throughout the night made her shining visage an angel in his eyes. His focus began to go out as Rarity began to move faster and pulled him into her chest. Her moans had turned into loud screams of pleasure.

"CUMMING! CUMMING! CUMMING!!!" Rarity shouted out as she stamped down on Fancy Pants one last time, making Fancy Pants cum into Rarity. His seed shot into her twice before she pushed herself off and received two small shots in her hair.

Rarity didn't care anymore as more stallions stood over her body, if she died, then she wouldn't have it any other way.