Fluttershy gently opened the bedroom door and walked into the room. Cake was still on the bed in the same position and spot Twilight had left her, breathing heavily. Fluttershy sneaked in closer on the mare and immediately noticed the problem with the massive amounts of fluids on the bed and Cake’s tail along with the mare’s soft moans and shut eyes. Fluttershy blushed as she looked at the mare who hadn't noticed her.

“H- hello, may I um, help you?” Fluttershy asked in a soft innocent tone.

Cake’s eyes opened in surprise as she saw Fluttershy's sea green eyes just inches away from her face making her jump. “What- what are you doing in here? Where is Twilight?” the mare half screamed and whispered. Twilight slipped through the door, her face showed anger now as she carefully walked over to Fluttershy and glared at her.

“Fluttershy, as you can see Cake isn't feeling good and there isn't any way you can help her, so let's just go back downstairs,” Twilight said in a angry tone.

“But- but we can help her…” Fluttershy whimpered. “Me and Dash do it all the time when we have our heat cycles, and we shouldn't just let her sit up here in this hot room all day to suffer,” she pleaded.

Twilight and Cake looked at eachother and blushed. Twilight sighed as Cake’s eyes went wild and she stared at the two mares.

“Allright, I'll go downstairs and convince Spike to leave for a while. You two get to know each other…” Twilight said, walking out of the room and back into the library.

Spike looked up at her as he paddled his feet in the air. “So uh, is she gonna help Cake, or?”

Twilight sighed. “Yes, and um, look we need you out the house just for an hour. Or maybe two hours,” Twilight said, looking away from him.

“Um, can I ask why?” Spike said confused.

“We just need some privacy, um… here, take these bits and go get something to eat or go to the bowling alley,” Twilight said as she teleported a small bag of bits into existence with her magic.

“If you say so!” Spike cheered as he grabbed his comic book and bits and walked out of the library.

Twilight returned to the bedroom to see Cake holding Fluttershy's head down between her thighs as her eyes rolled back and her passionate moans began to fill the room. The unicorn walked to the other side of the bed and climbed up, putting a hoof under Cake’s head as she got on her back and watched Fluttershy go to town on her.

“Spike’s out of the house and we have plenty of time, ladies,” Twilight said in an upbeat, almost celebratory tone.

Cake leaned over onto Twilight and began to drool on her arm, which Twilight returned with a hard kiss, forcing her tongue into Cake’s mouth and switching their saliva around in a wet sloppy motion. Fluttershy lifted Cake’s forelegs onto her shoulders as she began to press her tongue into the mare making her moans increase in volume and intensity.

“Are you sure this is still- just profesional?” Cake said as her cheeks glowed a hard red and her muscles began to tighten.

“No, I just said that to get you into bed,” Twilight said with a devilish grin on her face. “Anyways, if you want to take a break, Fluttershy, I could step in for a while.”

Fluttershy pulled her tongue out of Cake and looked up. “Sure thing Twilight, I hope you don't mind if I ask you to give me some attention too!”

Fluttershy pushed Cake’s legs off her shoulders and climbed the mare’s body until both of their muzzles touched. Cake’s face scrunched up a little as Fluttershy pressed against it, she could smell her own heat on Fluttershy's breath as Twilight pulled away and filled the spot where the pegasus had been.

“Feel good, doesn't it? I don't even mind having my heat when Dash comes over to take care of me… But now I guess you two could come over, no reason why me and Dashie should have all the fun!” Fluttershy said as she ran a hoof across Cake’s face, making the mare almost flinch at how ashamed she was of how much it was turning her on having two mares kissing and loving on her like foal.

“I guess we could…” she said in a weak tone as Twilight’s tongue began to finish what Fluttershy had started, sucking on the mare’s clit gently and using her magic to put pressure on her inner walls. Cake felt her muscles tightening as a pressure inside her began to build up, the unmistakable feeling of an orgasm.

“She's close Twilight, don't stop now!” Fluttershy said in an excited tone before she began to nibble on the tips of Cake’s ears, watching the mare trying to keep her composure.

Just as anticipated a wet stream of fluids squirted out of Cake’s pussy and onto Twilight's muzzle, which the mare quickly lapped up, drinking it like soda. Cake’s muscles relaxed and she began to pant again as Fluttershy kissed her rose red cheeks.

“Do you want to stay on top of her or get into a more comfortable position, Fluttershy?” asked Twilight.

“I’ll stay on top, I like to watch her blush when I tease her,” Fluttershy responded.

Twilight moved her tongue up to Fluttershy's marehood. It was already moist and dripping the occasional bit of her own juices, mixing in with Cake’s. Twilight licked her lips eagerly and she began to press her tongue onto the pegasus. Fluttershy wrapped her legs tightly around Cake as she continued to kiss and lick the mare’s face covering it in saliva. Twilight carefully licked and lapped at Fluttershy’s pussy, sucking on her clit and giving her flank the occasional smack with her magic, making her squeak to Twilight’s delight. Soon Cake began to return the sweet tender kisses the pegasus was giving her, enjoying the sweet nectary smell Fluttershy had on her breath, with both her own heat and a scent of tea mixed together.

“Um, Twilight, could you do me a favor?” Fluttershy asked.

“Sure, what do you need?”

“Can you- lick my butt?”

Twilight was a bit surprised about such a request but she didn't hesitate to give Fluttershy’s ponut a wet smooch, which made the pegasus' tail stand on its own. She decided that maybe this was a good sign and continued to focus on the yellow mare’s rump, continuing to smack her ass and slide her tongue down her anus. It wasn't long until Fluttershy began her musical moans, to Cake’s own delight as she licked the pegasus's neck, much to Fluttershy’s enjoyment. After a few passionate minutes Fluttershy’s marehood winked as a rush of fluids audibly fell like a waterfall onto Cake’s tail and Twilight's neck.

“Ok, I made you both cum, now it's mine turn!” Twilight said enthusiastically.

“Come on Cake, I'll show you how to please your new friend!” Fluttershy said as she got off the unicorn.

After some adjusting, Twilight lay at the head of the bed on her back, Cake lying between her thighs, and Fluttershy hugging the left side of her stomach.

“Ok Cake, first stick out your tongue and gently press against Twilight’s vagina, and lift your head upwards.”

Cake nodded and stuck out her tongue like a filly, pressing against Twilight, nodding a few times. Twilight blushed and seemed pleased but it was painfully obvious Cake wasn't very good at this.

“Now push into her, spread her lips but don't go too fast!” Fluttershy warned.

Cake’s tongue parted Twilight’s seas, in the sense that a small rush of liquids that had been seeping out of the mare rushed onto Cake’s tongue. Slowly the royal guard worked her tongue up and down Twilight’s pussy, until she found the clitoris. Twilight let out a long soft moan when the two made contact making Fluttershy nod in approval.

“See you’re getting the hang of it, now scoot in closer and press your lips up the top of her cunt,” the pegasus said bluntly.

Cake wrapped her lips around Twilight’s slick nethers as she was told to do. Twilight's hooves, which rested at her side, now lay atop Cake’s head pushing it deeper into her crotch. The room smelled of sweat and sex as the sun reached noon, bringing plenty of natural light into the room even with the curtains closed. The once soft and pristine bed sheets where now soaked in marecum. The three of them would need a bath if they didn't want it to be obvious what kind of treatment they had performed to cure Cake's sudden illness.

“Now gently suck on her clit, not too rough or it will hurt her!”

Cake imagined she was sipping bourbon from a straw, a rich very expensive bourbon like the one she got on her seventeenth birthday by carefully stealing it from her mother's liquor cabinet. Just very soft slurps were all it took for Twilight to begin her much louder moans of appreciation, making Fluttershy crawl up to kiss the mare so any nearby pegasi flying near the library wouldn't hear the commotion. After Twilight regained control over herself Fluttershy returned to her protégé.

“Now we are going to do what me and Dash call tongue fucking. Go ahead and slip down into Twilight’s vagina and press into her, don’t be afraid to use some force to push past her tight walls.”

Twilight almost caved in the poor mare’s skull with her thighs as she felt the her tongue begin to wiggle its way deeper into her, before finally stopping as it prodded her G-spot. Twilight grinded on Cake’s muzzle as she felt the mare’s tongue keep wiggling inside her.

“Calm down Twilight! Cake can hardly breathe!” Flutter said as she put a hoof on Twilight’s chest.

Cake was breathing hard through her nose but she didn't slow down, she continued to tongue fuck Twilight making little sparks fly uncontrollably from the mare’s horn.

“Ok she's just about to cum, pull out and open your mouth wide for a facial!” Fluttershy cheered.

Once Cake had gotten into position Fluttershy’s soft gentle hooves began to work their way on Twilight’s pussy. In what felt like an instant a final flood of cum sprayed itself all over Cake’s face, hitting the top of her muzzle, drenching her cheeks, but almost all of it splattered into her mouth. After that the mares crawled up to the top of the bed and snuggled with Twilight working as the main pillow, pulling both of the mares onto her chest where they fell asleep.

Author's Note

By Cake Sparkle, dedicated to Qmrt for being a major fucking nerd.