Metamorphilia

Rainbow was the first on her hooves. She darted for the door and galloped out into the hallway. Pounding hoofsteps lead toward the bathroom where Rainbow’s first transformation of the night had suddenly worn off.

The other five exchanged looks. “Uh… are we gonna have to go have a talk with Discord again?” Applejack asked, with enough emphasis on the word ‘talk’ to send shivers down Twilight’s spine.

The alicorn shook her head and concentrated on the lingering traces of chaos intertwined with her friends’ natural magic. There wasn’t enough of it left to actually do anything, but… “Oh,” she said flatly.

“Oh?” Rarity said, sounding dubious. “Please tell me that this delightful evening hasn’t all been leading up to some horrific prank.”

“No, no. It looks like while the species transformations were almost entirely constructions of chaos magic, the sex changes were more… holistic. There’s nothing in your biology that knows how to turn into a dragon, but all of the blueprints for ‘penis’ are baked right in, so Discord’s magic just encouraged those pathways.” She paused, bit her lip, and continued. “I’m almost positive that it’ll still wear off in time. Nature doesn’t like to be bent this bluntly, so everypony’s normal bodies should re-assert themselves soon.”

Rainbow Dash bolted back into the room, her head tossing and her wings fluttering in panic. “Twilight, you gotta help! The bathroom trick didn’t work!” she panted.

“Calm down, sugar cube,” Applejack said soothingly. “Twilight just explained everything to us. If you’d waited a minute for her to figure this all out, ya wouldn’t be in such a tizzy.”

Rainbow took a deep breath and tip-toed over to her seat. She looked surprisingly like herself, rear anatomy excluded, but then she’d always had a bit of an androgynous figure. Folded up in her seat, hind legs tucked tight to conceal the organ lurking between them, any passing creature wouldn’t have a clue she’d been changed at all.

Applejack and Berry, meanwhile, looked as masculine as ever. If not for their coat and mane colours, they would be easily mistaken for siblings or cousins of their normal selves.

“So… I can’t walk home like this. Y’all understand that, right?” Applejack swallowed, then followed up with, “It ain’t even so much not wanting ponies to see me looking all weird, but if my family does, and coming home this late and…” she lowered her nose and sniffed. “Yep, stinking like sex… it doesn’t take a rocket scientist to put the pieces together and figure that we were having a magical orgy all night.”

“It shouldn’t take long. I’m no expert on chaos magic, but based on how the rest of the spells were structured, I’m pretty sure you’ve got half an hour at most before you’re all back to normal,” said Twilight.

Rainbow Dash folded her forelegs and pouted. “Ugh.”

“Come on now, sugar cube, it ain’t long. I reckon we had some turns that lasted longer than that.”

Rainbow rolled her eyes. “Yeah, well, time flies when you’re having sex.”

“Mmm, that I can’t argue with.”

Twilight could feel the nerves in the room, different from any time before. There was no game to play anymore, nothing to focus directionless energy on. She cleared her throat and in a bid to clear the atmosphere asked, “Does anypony want anything from the kitchen while we wait? Coffee? Water?”

Applejack grimaced. “You know I love a good cup of joe, Twi’, but the last thing I want right now is caffeine. I don’t know how, but I’m still as wide awake as a squirrel in spring.”

“Water would be divine, darling,” Rarity said. “I imagine we’re all a touch dehydrated after so many hours of… erm, excreting.”

Berry giggled. “Gross!”

Twilight’s horn glowed, and Rarity reached out a hoof. “You know, I’d also appreciate a chance to stretch my legs. Why don’t we venture down to the kitchen instead of summoning it?”

Her body suddenly heating up by degrees, Twilight swallowed and nodded. “S-sure thing. A walk would be nice.”

Rainbow Dash huffed. “Suit yourselves. I’m not risking it. What if Spike saw my balls or something?” She made a gagging sound.

“I’ll second that. Maybe all us, er, affected ponies ought to stay put for now,” said Applejack.

Berry nodded, and then Fluttershy murmured, “Oh, I’ll stay too.” She shot a discreet look at Berry, who simply smiled.

Twilight stood up. “Right, okay then. Come on, Rarity, there’s a detour by the east balcony that doesn’t take us as close to Spike’s room. Let’s do our best not to wake him. You know how… inquisitive he can get.”

She and Rarity swept out of the room on tingling hooves and subdued breaths. The door closed behind them with a soft click.

A few quiet seconds passed.

“You going to be okay?” Applejack asked Rainbow. “You looked one breeze away from a hurricane.”

“I’m fine.” She squirmed a little. “I mean, I think I’m fine. It’s not like having a dick is the end of the world or anything. P-plenty of cools mares with them. Misty Fly, on the Wonderbolts, she’s t-trans. The team’s tailor is pretty great, cause you can’t tell at all with her flight suit on.” She shivered.

Applejack left her chair and moved beside Rainbow. She placed a hoof on her shoulder. “We’ll be back to normal soon, sugar cube. You’ve just gotta try to stay calm for a few more minutes.”

“I know, I know. Just gotta… breathe.” She inhaled, then several seconds remembered to exhale again. “You know, I never thought I’d use the team’s therapist for anything, but maybe this means something? I’m not a prude or anything, so why am I so freaked out?”

Applejack snorted. “Sad to say it, but I reckon you’re the normal one. I got a feeling we’ll be seeing some more of Berry after today, one way or another, and as for me… I have a newfound appreciation for cock. Well, when it’s attached to me, that is. So if any of us need therapy, it’s probably me.” She managed a shallow grin. “But I think I’ll be fine.”

“Y-yeah. Me too.” Rainbow leaned over, bringing their shoulders together. Applejack felt so warm and strong and comforting against her. “Thanks.”

“My pleasure.”

Rainbow looked over at Fluttershy. “So why didn’t you go with them? Didn’t feel like a walk?”

She blushed. “Um, no. And I thought maybe you three would like some more company while you waited.” She inhaled and nearly choked. When Twilight and Rarity had left, they’d apparently let in quite a bit of fresh air, flushing some of the reek of sex from the room. And with the door now closed again, and those two gone, the mixture of scents had changed to be significantly more masculine.

“Everything okay, Flutters?” asked Berry. He turned toward her, looking concerned.

Fluttershy nodded and took another deep breath. Oh dear. She was so used to hurrying away when she smelled that kind of aroma. It usually meant that she was intruding on something, or that somepony needed some alone time. But she couldn’t deny that she’d always wanted to get closer instead. Maybe even have a little taste.

Her eyes flicked down to Berry’s lap, and she wasn’t too surprised to see the head of his cock poking out from between his legs.

He chuckled, sounding a bit awkward. Not something anypony was used to hearing from Pinkie Pie. “Sorry about that,” he said. “I guess I’m used to parties like this not ending until everypony is passed out or too drunk to keep going.”

“It’s okay.” She licked her lips and managed to add, “It’s kind of a shame that we never got a turn together, don’t you think? It seems like… like we were the only ones who didn’t get paired up at some point.”

Berry grinned. “Mmmm, I think there were two other sets of ponies who never got paired up.”

Fluttershy looked up, scanned the room, mentally ran through the names. Rainbow Dash, Applejack, and Twilight and Rarity. Hmmmm. “Really? Who?”

“Never mind,” said Berry.

Fluttershy shifted on her seat. Even though Berry was a full meter away, it felt like he was almost brushing up against her. “So, um. You like being a stallion?”

“Kinda! Or at least being stallion-y!”

“Do you think you’ll be sad when you transform back?”

Berry shook his head. “No, I like being a mare too, and when I got mare-ified again a few turns ago I felt super normal. But normal is also kind of boring.” He wrapped his forelegs around himself and smiled. “Berry feels really nice, you know?”

“I wish,” Fluttershy muttered, then immediately blanched. “Um, I mean—”

Berry cut off her backtracking with a coltish giggle. “Aw, come on, Flutters! If you want to cuddle, just say so. After all, I’m only going to be like this for a few more minutes.”

Fluttershy bit her lip. She wanted to. She really wanted to. But being closer to him would only work her up further, and she already had some doubts that she’d be able to keep her tail down on the way home. Then again, how could she say no without explaining her predicament?

So when she finally opened her mouth, what came out was a squeak, followed by a quiet, “Okay…”

Fluttershy stood up and, on legs shaking like a scared deer, crossed the slight distance between them. Then Berry surprised her by standing up as well.

“Oh, um… on the floor?” She looked at the crystal surface dubiously. Even Berry couldn’t be warm or soft enough to overcome the discomfort of laying on that.

Berry smiled sheepishly, then ducked under the table and rummaged around for a moment. Fluttershy swallowed hard and tried not to stare too obviously at his backside.

He emerged, his teeth clamped down on the corner of a large, plush cushion. He dragged it over to one side of the room and then sat down on one side. “I keep these all over the place. In case of cuddle emergencies.”

Fluttershy shook her head in puzzlement. But this was still Pinkie Pie—sort of—so she really shouldn’t have been surprised. She stepped onto the cushion and immediately melted a little as her hooves sank into the wonderful fluffy texture. She settled onto her haunches, side by side with Berry.

“Come on, let’s get comfy.” He rolled onto his back, legs curled cutely against his barrel, fore hooves extended to offer a hug.

She could feel herself blush. This was just a normal, platonic cuddle, she reminded herself. Obviously it wasn’t, but that was what she’d focus on.

They pressed together, chest to chest and belly to belly. Fluttershy tucked her head underneath Berry’s and found that the groove of his chin and neck formed a kind of natural wrap-around pillow. His fore legs settled around her, and he breathed in deep. It was all so soothing: the rise and fall of his chest, his head and legs on all sides, perfectly encircling her in fuzzy, pink comfort.

“So…” he asked, his voice deep and hushed. “How does it compare to fem Pinkie?”

She felt the little skip in his chest when he asked the question. The poor colt was nervous, which somehow made her feel even more comfortable. She spread her wings and laid them over his sides. “Mmmm, you’re like a big pink teddy bear.” She snuggled in tighter, tangling her hind legs with his in the process. “Or like a small pink real bear.”

“Wow. That good?”

“Mhm.”

It was so good that Fluttershy was almost able to forget about the situation between her thighs for a moment. Almost. But with every motion, every inch of contact between their bodies, she felt that flame glow a bit warmer, flare a bit higher. And she could tell that it wouldn’t be long before the welling droplets between her lower lips started to escape.

Maybe he wouldn’t notice.

“Fluttershy,” he said. She lifted her head to meet his eyes. Their faces were inches apart. “Do you… would you like to kiss?” Again, he sounded nervous, but she got the feeling that he was trying to speak for her, break through the ice in her stead.

She’d kissed before. Rainbow Dash, when they were fillies. Some colts over the years. Plenty of platonic ones with her other friends. But she’d never kissed a stallion. And intertwined like this, there was no doubt in her mind that Berry was indeed a stallion.

She opened her mouth and licked her lips, suddenly worried that she’d find them dry despite the excess of saliva she’d felt mere minutes ago. When Berry started to pull back, she swallowed and nodded. “T-that sounds… yes please.”

Fluttershy had to move up a bit to reach his mouth, her body sliding a few inches up his in the process. Their lips touched gently, making only the barest contact. Berry was simultaneously harder and softer than the colts she’d kissed so many years before. Certainly he was larger, more muscular, but he was also so much gentler, and underneath the nervous sparks that danced just below the surface, she could tell he knew exactly what he was doing.

He leaned in and deepened the kiss just a little, pressing their lips fully together and aligning himself so that it could become even deeper.

Fluttershy let out a little moan into his mouth. Her tail flagged, and for a second she almost broke away from the kiss in embarrassment, but even deeply ingrained instinct to cover herself was overshadowed by how much she wanted to stay there with him until they ran out of air.

She needn’t have worried, because across the room, Applejack and Rainbow had eyes only for one another. They had gone from touching shoulders to leaning fully into one another, Rainbow’s head perched on Applejack’s collar and Applejack’s head resting on top.

“You always were a real cuddle bug,” Rainbow whispered.

“Says the pony cuddling me.”

“Whatever.” In one fluid motion, Rainbow slid off of her seat, rolled over Applejack’s back, and settled down on her other side, bringing them to the same level. She snuggled back in again.

“Dang, you really don’t weigh a thing,” Applejack commented.

“Yeah, well, you’re like, twice as big as normal, so no duh.”

“I am not.” Then Applejack turned her head and appreciated the height difference between them. Usually they were almost eye to eye, with Rainbow coming in barely an inch shorter. Now there was almost a full head of difference. She whistled. “Sheesh, that die really did leave the rest of you untouched.”

Rainbow huffed. “I was also a griffon at first.”

“Oh yeah. How was that? You made for a dang cute bird.”

She grinned a little at that. “Aren’t I always?” AJ let out a little hum of agreement. “It was fine. And I guess if I have to have a cock…” Her hindlegs fidgeted a bit as she acknowledged it out loud. Fuck, she was still hard, and Applejack sitting right beside her wasn’t helping. “… Er, if I have to have a cock, at least with talons it’s easy to deal with.”

Applejack felt a small thrill run through her, like a filly talking dirty with a friend for the first time. Pretty silly after an entire night of constant sex, but here, outside the game, pressed up all close and intimate with Rainbow, it was different.

“If you don’t mind me asking, coming from a mare who ain’t much of a penis enthusiast, which do you like better? Let’s say they ain’t attached to you.”

“Whoa, spicy.” Rainbow said. She thought a moment, letting out a subtle hum. “The nice thing about pony cocks is they pretty much always fit like you expect. Cause, like, we’re built for them, right? Even if somepony’s packing extra inches, it still handles pretty much the same. But other creatures? You never know what you’re going to get. I sampled a few griffons when I was in Junior Speedsters, and fuck do those knots always catch you off guard.”

“How’s that?” Applejack asked, finding herself increasingly enraptured. She still couldn’t really wrap her mind around being into dick in the way Rainbow clearly was, but the mental images of pony Dash beside griffon Dash was giving her imagination a very satisfying workout. Her own shaft flexed, and her hips squirmed in a desire to find something to grind it against. Of course, the only nearby candidate was an increasingly comfortable, increasingly lively Rainbow Dash.

Rainbow shifted in place again. It was only thanks to the modest size of her member that it remained concealed between her hind legs. “Um, I guess they’re kind of like beads? Pony dicks are pretty much straight and smooth except for the medial ring, but griffon cocks are thinner in some places and really thick in others, like where the knot is. And maybe it’s all in my head, but I’m pretty sure they’re all shaped a bit differently too.” Rainbow’s tail swished behind her, her chest rose and fell as her breathing deepened. “Even if you don’t like stallions, you should try a griffon toy sometime.”

“Maybe I will.” Sitting there was starting to get a bit uncomfortable, so without really thinking, Applejack slumped backward and sprawled out on her back. It wasn’t a particularly revealing pose normally, but under the effects of Discord’s magic, it made her impressive anatomy stand out like a flagpole, jutting proudly up above her supine form while her heavy balls splayed out between her hind legs.

It didn’t take a second before Rainbow’s gaze snapped onto the sight. “Whoa,” she murmured appreciatively.

Applejack blushed, and she started to cover up, but then reconsidered. She spread her legs wider. “Not bad, huh? I’ve seen a few unsheathed farmhooves in my day, and I reckon this puts most of them to shame.”

“Celestia’s sake… yeah.” Then Rainbow cleared her throat and tsked. “Or, I mean, you’re on the big side, I guess. Unsheathed isn’t the same as fully hard though. You should know that as well as me by now.” A blush coloured her face, and she gestured sharply down between her own thighs, where her cock twitched and dribbled slightly.

Applejack smirked and tightened her core, making her cock jump. “You never answered my question. Griffon or pony?”

Rainbow Dash hadn’t intended to answer that bluntly. Her real answer was that griffons were shaped better for anal, since they went in easier and delivered a satisfying final kick with the knot. But with her sight filled with a large, luxurious Applejack sporting what had to be the finest dick she’d ever had the pleasure of looking at, all that nuance slipped from her mind. “P-pony,” she mumbled.

Applejack reached out a hoof and loosely hooked it around her cock, pumping up and down in long, slow motions. “You’re right about hooves though. After seeing you and Twilight showing off what digits can do, these clumsy things feel mighty inadequate. I wouldn’t mind trying out being a griffon sometime, as either sex.”

“Y-yeah, I really wish I’d kept my normal parts, cause otherwise being a griffon was pretty neat.” Rainbow licked her lips. She looked from Applejack’s face down to her crotch and back up. “You seem kinda pent up. If you, uh, need something more than hooves…”

“Aw, come on, let’s not do that,” Applejack admonished. Rainbow flinched, and Applejack sighed. “All the pretense and excuses, I mean. Twilight was right. You and I been beating around the bush for too long now. How about let’s go out for drinks tomorrow night?”

Rainbow actually let out a little gasp. Her eyes crossed. She slumped back onto her rump. “A date. Oh. Um.” She shook herself. “Yeah, a date sounds good.”

“Good.”

“Good.”

They stared at each other for a minute. Then Rainbow’s gaze drifted south again. “So… you’re saying that you don’t want me to suck you off?”

Applejack jerked upright into a sitting position. “What? No! Er, that is to say, you don’t have to. Aren’t you still uncomfortable down there?”

She shrugged. “Yeah, but you’re insanely hot, and I still have a muzzle. Maybe we can just… pretend everything’s normal?”

“That…” A gentle smile slid onto Applejack’s face. “That works for me, sugar cube.” She fell backward again and spread her legs. “Go easy though. Wouldn’t want to choke ya.”

Rainbow crawled between her hind legs and planted her fore hooves on Applejack’s thighs. She snorted in derision. “Please. If you thought Rarity was good, just wait. I’m the best cock-sucker in the game.”

She started to lower herself down to Applejack’s crotch when some last vestige of situational awareness reminded her that they weren’t alone. She spun her head around to look at Berry and Fluttershy. The latter had her face pressed against the former’s neck. Berry, meanwhile, turned to meet her gaze. He gave her a little wink and nod, then turned back down to snuggle up against the pegasus.

That was enough for Rainbow. Without any further ado, she dipped her face down between Applejack’s legs, let out her tongue, and ran it in one long lick from her balls all the way up to her tip, then down again to the medial ring. She gave it a quick suckle, eliciting a throaty grunt from Applejack, before moving upward again.

Her mouth opened wide, and she fit her lips around the head of AJ’s cock. This wouldn’t be a walk in the park. Whenever ponies talked about dick size, they always seemed to overlook that the bigger the schlong, the worse head they would get. Muzzles could only handle so much. But she was Rainbow Professionalism Dash, and this was Applejack’s giant marecock in her mouth, and she would not screw this up.

She started forward, moving until the tip entered her throat. She swallowed, backed off a few inches, then dove down again, forcing her muscles to relax so she could start taking more of the girthy shaft.

Applejack alternated between laying flat on the floor and propping her head up so she could see Rainbow Dash at work. True to her word, Rainbow looked like she knew exactly what she was doing. Applejack had to silence a laugh at just how serious the expression on her face was, eyes crossed slightly to focus on the pelvis that was, millimeter by millimeter, second by second, moving closer.

From her position, Applejack was also just barely able to peer past Rainbow’s head to get a look at the twitching, dribbling, needy length jutting down from her hindquarters. A narrow line of semen trailed from the tip to the floor, and she could tell that it wouldn’t take much to bring Rainbow close to her own peak. That would have to wait.

As Rainbow continued her trek down Applejack’s shaft, the other unofficial couple in the room had barely moved.

Berry nuzzled Fluttershy’s neck and whispered. “You don’t even want a little peek? I’ve seen a lot, but there’s something special going on over there, I mean it.”

Fluttershy giggled. “I suppose if they wanted privacy they wouldn’t be doing that right beside us.” She hesitated, head still pressed to Berry’s chest. “But honestly? I don’t want to move at all.”

“Awwww! That’s really sweet, even from you.” He relaxed back down into the cushion. After a few seconds though, his eyes drifted back to the action. “Holy cow, that is impressive. I always thought Rainbow was exaggerating.”

“Hmm?” Fluttershy murmured, genuinely not understanding for a moment. “Oh, you mean how she’s… um…”

“Yeah! You know our Rainbow Dash. She loves to brag. But look! She’s halfway down AJ’s dick and she’s not slowing down a bit.”

Fluttershy laughed again, still not looking. “You sound jealous.”

Berry considered that. “Hmmmm… not really! A friendly blowjob would be a really nice way to end a night, but cuddles are good too!” He tightened his forelegs around her back. “Especially with a cute, fluffy mare.”

Against all odds, Fluttershy felt her face heat up. There was another minute of quiet, comfortable contact, with the audible slurps and gasps of oral sex in the background. She gathered her courage and asked, “Would you like to… I mean, I’ve never really done it like that before, but…”

The forelegs around her stiffened a little. “I suppose I never did get to feel what that’s like. Only if you want to, though.”

A thrill ran through her as she—for the first time in several minutes—separated from Berry by a few inches. She looked down between their bodies at his shaft. It was almost fully hard, and a bit of precum glistened on the tip. Oh. It seemed obvious now, but that firm part of his lower stomach she’d been cuddling against hadn’t been an awkwardly splayed leg or the edge of a thigh at all.

How much of the dampness around her lower body was hers and how much was his? The thought brought a lewd little smile to her face.

Berry withdrew his fore legs, and with the confidence of mare who hadn’t touched a penis since she was a teenager, Fluttershy slid down his body until her eyes were level with his navel. The dark pink shaft looked simultaneously intimidating and extremely appealing.

“Start slow,” Berry advised. “It’s easy to bite off more than you can chew.” A beat. “Um, and please don’t chew. Or bite, if you can help it.”

She giggled again. This wasn’t like her clumsy attempts at intimacy back in school, where everypony was mostly doing it so they could say they had, and they all left feeling disappointed and cold. She was laughing and giddy and dripping marecum onto the floor.

The head looked as good a place to start as any. She poked out her tongue and gave the rim an investigative lick. The texture was delightful, and while the taste wasn’t quite as obvious as the scent, the hint she found egged her onward. She flattened her tongue and slid it across Berry’s flat cock head, delighting in the twitches it drew from her partner. She found herself grinding against the floor in anticipation.

Please don’t transform back too soon, she silently pleaded. I want to enjoy this.

As soon as the door closed behind them, Twilight and Rarity found their tongues tied and their thoughts muddled, and it took quite a few seconds of dumb, idle silence before Twilight remembered what they were doing in the first place. “This way,” she mumbled, leading them down the hall.

Despite its primarily crystal construction, the castle didn’t carry sound nearly as much as you’d expect. Their hooves made dull plinks where they met bare floor, and in most places the carpets muffled even that noise. So, really, there was no good reason for Twilight to take this detour around the far side of the castle just to grab some water from the kitchen. And Spike slept like a rock anyway.

They approached the stairs at a leisurely pace. To Twilight it felt like they were flying forward. How could it feel like she was rapidly running out of time but also feel like time was barely moving?

The stairs loomed. Rarity stood at the top step, looked back, and mercifully broke the silence. “Are you doing all right? You seem rather pensive. More so than usual.”

Twilight bit her lip. She really had no idea what to say, so she decided to try honesty for a change. “I guess I’m still processing everything that happened tonight. Last night. Whatever.”

They both started down the steps with Rarity in the lead.

“It was certainly eventful,” said Rarity. “And there were some revelations that will no doubt keep me awake during future nights to come as well.”

“In a good way?” Twilight asked, trying and failing to make it sound like a casual question.

“Unquestionably yes. It’s rather magical to be sharing something new with you and the girls again. It feels like it’s been quite some time since we’ve faced a new adventure together. And not a generic, life or death, fate of Equestria kind of adventure, but a friendship adventure.” Rarity blushed a little toward the end, her last few words trailing off as she realized how long she’d been talking.

Tears pricked at the corners of Twilight’s eyes. Nerves, fatigue, and the reminder of how much they had all been through together were a deadly concoction. She blinked the moisture away and skipped a stair in order to move just a tad closer to the other pony. She needed something to drink, probably something to eat, and hours and hours of sleep.

But above all, she needed to make sure the opportunity of the night wasn’t wasted.

Right as Twilight was about to start working her way toward the topic, Rarity parted her lips and did the hard part for her. “So… just how often have ponies complimented your cunnilingus skills? I haven’t forgotten that quip.”

Twilight laughed, and while she was definitely turning a bit red, it was the perfect question to open up the conversation. “Not—not that often. I’m just a fast learner.”

Rarity nodded, a little smirk on her face. She said nothing and maintained her pace just ahead of Twilight as they continued down the hall.

“It was with Cheerilee. Years ago. She was staying late at the library preparing a syllabus about some subject she hates… electricity, maybe? Anyway, it was late enough that I had to close up and head to bed, but I couldn’t bear to just toss her out, so… she stayed over.”

That was enough to crack Rarity’s composure. She stopped in place and whirled, her eyes burning with interest. “Oh, Twilight, that’s so perfect. The beleaguered school teacher and the fresh-faced new mare in town just starting to come out of her shell.” She sighed dreamily. “Do go on.”

“There’s not that much more to tell, really. It was right at the start of spring, so we were both a little pent up, and she’s used to having a bedroom to herself, so I guess… Sorry, uh, I shouldn’t gossip about Cheerilee like that. You know, kissing and telling and all that.”

Rarity nodded, but her excitement didn’t wane a bit. “So you kissed…”

Twilight rolled her eyes. This was a side of Rarity she was familiar with, although she seemed especially interested now that Twilight’s was the love life in question. Twilight slipped easily into their usual rhythm, tossing out, “Thinking back… I don’t think I was the only pony boasting in there. Where’d you get all that ‘expertise?’ And how have I never heard about it? You love talking about your hopeless romance attempts.”

“Hopeless?”

“Am I wrong?”

Rarity huffed. She turned about and continued walking. For a long second Twilight was worried that she was actually offended, that she’d blown her chance and she’d have to build up her courage all over again some other day.

But then Rarity cleared her throat and said, “There are times—few and far between, of course—when Fancy Pants’ parties aren’t social functions so much as… um, how to put it…”

“Orgies?” Twilight offered helpfully.

Rarity let out a breathy laugh. “No, not exactly. He and Fleur sometimes like to… temporarily expand their romance. Usually for a single night at a time. And… well… Fleur and he are just as aware of my ‘hopelessness’ as you are, so I suppose they consider it a very natural way to play matchmakers.”

“Let me make sure I’ve got this straight. To set you up with ponies, Fleur and Fancy invite you and somepony else into their bedroom and you all fuck?”

Rarity flushed aggressively, but she otherwise kept her composure. She tutted and said, “Now darling, when you do it on silk sheets, it’s called making love. And yes.”

“Wow.” Twilight bit her lip. “Well, I guess I understand why you never talk about it. It sounds very sordid.”

Again, Rarity whirled, although this time at least some of her energy was clearly for show. “I know! Isn’t it dreadful? The sauciest affair a mare could possibly dream of, and I can’t even share it because it’s about me!” Her sides shuddered and her hooves tick-tacked against the floor.

Twilight laughed. “Isn’t that a little hypocritical?”

Rarity pouted.

“But it is also very Rarity,” Twilight allowed. The other mare grumbled, but Twilight could see the begrudging grin on her face. “Now’s your chance then.”

“My chance? To what?”

“To talk about it. You know about my, er, tryst with Cheerilee. So… who are some of the ponies you’ve… spent the night with?”

Rarity sighed a theatrical sigh. “Oh, nopony you would know. All sorts of interesting young professionals and artists. I won’t speak ill of any of them, but more often than not they’re too intimidated by Fancy and Fleur and… well, and myself to an extent. Too nervous, too eager to please, and they can’t seem to properly relax and enjoy themselves.” She smiled again. “Then again, I probably wasn’t much better the first few times I went out with those two. Pinkie Pie may be the queen of parties, but those two are hedonist gods.”

Twilight bit her lip. “So… no real luck then?”

She shook her head. “I’ve tried to follow up with a few of them, but even after they’ve calmed down, we never seem to have much chemistry. Perhaps I’m just a difficult mare to love.” She sighed again, and while she was obviously trying to seem self-parodying and over-dramatic, Twilight heard a hint of genuine frustration.

“That’s not true at all!” Twilight retorted, all eggshells underhoof forgotten as she hurried to reassure her friend. “I’m sure they were just trying to protect themselves. Rejection isn’t easy, and everypony knows that you have a really discerning eye.”

Rarity nodded haughtily, but a hint of rue lingered in her eyes. “Flattery will get you everywhere, darling.”

They stepped into the kitchen. A little orb of magenta light floated up from Twilight’s horn to illuminate the room. “The cups are over there,” Twilight said, pointing to a cupboard. She herself fetched a pitcher and slid it under the faucet. Usually she just conjured water directly from the water system beneath Ponyville, heated or cooled it to the exact temperature she wanted and slightly filtered it to reduce that light hint of rural earthiness. An objectively better method, really, but there was something nice about standing in a seldom used kitchenette of her castle and watching the water level slowly rise in a glass vessel.

And of course, Rarity rummaging around in the background only added to the warm, domestic atmosphere.

“You and Cheerilee were never an item, then?” Rarity asked. “After that night, I mean. I assume if you had pursued anything serious, we would have heard about it.”

Twilight’s stomach sank a little. “I… I sort of, um, ghosted her? I think that’s the expression. I didn’t mean to, but I just had no idea what to say to her. I found a reason to go to Canterlot and had Spike run the library by himself for a few days. And by the time I got back, I guess she’d gotten the message, because she started avoiding me.” The message she hadn’t meant to send. Twilight had spent quite a few nights regretting that string of decisions.

“Oh, Twilight…” Rarity said sympathetically. “Don’t hold it against yourself. Everypony has made a few of those mistakes, and I know for a fact that Cheerilee is no worse off for it.”

“I know. That’s not really the part that bothers me.”

A knowing glint appeared in Rarity’s eyes. “Ohhh! I see! You were hoping for more ‘after hours tutoring?’”

Twilight blushed. “Not just that!” She let out a dry cough. “But, uh, yes, a little.” Then she shrugged her shoulders and smiled. “But I definitely made up some ground tonight. And…” She stepped closer to Rarity as if there was somecreature else that could possibly overhear them. “I had a lot more fun with you—er, all of you than with Cheerilee, chaos magic aside.”

“Well, naturally.” Rarity stepped back and struck a pose, stretching her hindlegs out behind her in a sharp angle and crossing her forehooves daintily. “Rainbow Dash is a world-class athlete, Fluttershy is an ex-model, Applejack is both the sweetest and strongest lover I’ve ever encountered, and Pinkie Pie is clearly on her way to being one of the most erotically skilled creatures in the world.”

Twilight’s eyelids fluttered as she struggled to follow Rarity’s words over the seductive show the mare was putting on. “And of course, you are…”

Rarity pouted, but one corner of her mouth ticked up into a smile. “I am…?” she said, trailing off with expectation.

She gulped. “Just astounding,” she muttered.

“I’ll take it.” Rarity returned to a normal posture. “And then of course to top it all off there’s an alicorn, one of the most powerful ponies in Equestria, and the most selfless creature I’ve ever had the pleasure of knowing.”

With a very dry mouth, Twilight said, “Very generous of you to say.”

Rarity just smiled.

Side by side, they gathered the cups and the pitcher and started back the way they came, moving almost in lockstep.

“So is that arrangement with Fleur and Fancy ongoing, or…?”

“Oh, ahem. Well. It has been quite some time since I’ve paid them a visit under those circumstances. We are all terribly busy as of late. Businesses here, pedagogic responsibilities there, and so on.”

“But you never formally stopped?”

Rarity considered. “No, I don’t believe so.” And after another few seconds she said, “But I might. Tonight may have shifted my perspective on romance a few degrees. I always expected my future partners would come with my career, and so Canterlot’s high society was the place to look. That clearly hasn’t gotten me anywhere so far, so maybe I should stop thinking of love with quite so much aspiration and look a bit closer to home.”

And Twilight, filled with a strange kind of courage that she had never felt before, said, “Maybe we could split the difference.”

Rarity stopped. Blinked. Turned to look at her. There was a cautious expectation on her face. “How do you mean?”

“I’ll be moving to Canterlot after my coronation. You’ll be moving there after this school term is over. It kind of lines up perfectly, doesn’t it?”

“Twilight Sparkle, are you suggesting that you and I start dating out of convenience?” Rarity asked with an arched eyebrow.

Twilight blanched. “Oh, um, no. I mean, when you put it like that, I—”

She was interrupted by a soft pair of lips against her cheek. Rarity drew back and smiled easily. “I would be absolutely delighted. Wouldn’t it have been a terrible shame if I had left tonight without getting that out of you?”

“What?” Twilight shook her head, thoughts spinning. “You… you were baiting me into asking you out?”

Now it was Rarity’s turn to wince. “Darling, no! Or, well, yes, perhaps, but…” She sighed, and met Twilight’s eyes, and they silently let each other off the hook with a warm look and a little smile. “I guess I deserved that,” she admitted.

“Maybe a bit.” Twilight unfolded a wing and used it to nudge Rarity to continue their slow trot to the party room.

“I was waiting for you to ask me,” Rarity explained. “It’s a bit cleaner this way, don’t you think?”

Twilight’s brow furrowed as she tried to dissect what that meant. She came up blank. “No?”

“The Canterlot rumour mill is vicious. If I had approached the soon-to-be-crowned ruler of Equestria myself and word had gotten out, think of what ponies would say? That I was just currying favour for my fledgling business? That I was wooing my way into status?”

Twilight giggled, already seeing something familiar in Rarity’s excuses. “Right. But since I asked you out, won’t they just accuse you of basically the same, but without crediting you with the cunning to set it all up? And more importantly, how would they ever find out about this conversation? Nopony’s around, not even our closest friends.”

Rarity’s muzzle scrunched and her eyes narrowed. She opened her mouth to retort, closed it, opened it again, and then… “Drat. Here I thought I had it all figured out, but I suppose I was just trying to justify not having the balls to ask you out.”

“Rarity!” Twilight exclaimed, taken aback by her language. “Where did that come from?”

“You know, I’m not certain myself. Perhaps the events of the night have loosened me up in more ways than one,” Rarity mused.

The implication made Twilight blush, but she had the perfect follow up that she refused to waste. “Well, if you ever want to try some balls on for size, I think I have the books and the skills to beat Discord at his own game in that department.”

“Oh Twilight, you do know how to sweet talk a mare.”

They arrived back in the hallway outside the party room. Not a peep was audible from within. “Should we announce it right away?” Twilight asked.

“That’s probably for the best. I doubt anypony will be surprised.”

“Oh, right,” Twilight said, thinking back to Applejack’s comment about the two of them during her last round. “Might as well get the jokes out of the way now, then.”

Twilight grasped the door handle in her magic, turned, and swung the door open. “Whoa.”

“What’s the—oh. I guess we shouldn’t be surprised.”

On one side of the room, Applejack laid on her back, face tilted up and legs splayed, with Rainbow Dash crouched between her thighs, sheathing the larger mare’s cock deep within her throat, her own cock dripping and twitching beneath her. On the other side, Berry lounged on a cushion, back braced against the wall, while Fluttershy licked and suckled all up and down his length. The little pegasus’ face glowed red, but from the way her hips ground against the floor and the quiet moans that formed and died in her throat, she was clearly enjoying herself.

Twilight blinked a few times. Pieces clicked into place. “Oh, I get it. None of us got a turn with the partners we wanted to play with the most.”

“Are you just figuring that out now?” Rarity asked with one eyebrow raised. “I thought it was obvious before the first round was even over that Discord was setting us up for something like this.” She took another long look at both displays of fellatio, one aggressive and practiced, the other slow and curious, and both boiling over with passion. “I have a feeling that whether we play this game again or not, we’re all going to have a lot more sex in the near future.”

“Except for Berry.”

Rarity snorted. “Yes, well. From the sounds of it Berry will have to make room in his sex agenda to fit Fluttershy in. But there are worse problems to have.”

They stood there quietly and listened to the sounds of oral sex for a few uncomfortable seconds.

Rarity turned to Twilight and said, “We should probably—”

The other mare was inches from her face, their noses almost touching. Rarity fell silent instantly. Felt Twilight’s breath against her fur. Twilight opened her mouth, seemingly to apologize.

Rarity moved in and kissed her, and after a second of stunned stillness, Twilight kissed her back, and they tumbled together out of the doorway and into a pile of purple and white.