Kindness, Seduction, and Cake

by Cake Sparkle

Rating: mature
Tags: Spike, Romance, Fluttershy, Sex, Princess Celestia, Twilight Sparkle, Original Character, Porn, My Little Pony: Friendship is Magic
Length: 6116

After a very unfortunate heat cycle plagues Cake on the second day of her new assignment, Her VIP decides to take the matter into her own hooves, unwillingly working with a new friend to do so.

This is a run of the mill smut fic featuring my OC: Apple Cake, Twilight Sparkle, and Fluttershy. Spike and Celestia as well but they don't get involved so who cares. The story follows three chapters with each getting smuttier than the last.

Features: || Cunnilingus, threesome ||

Published 2021-02-06 16:50:01 UTC
Last updated 2021-02-06 16:50:01 UTC

Introductions

Twilight walked nervously into Canterlot castle. She’d done a good job banishing Nightmare Moon's control over Luna and restoring the alicorn, but the wording over Celestia's letter telling her to make great haste to the capital made her worry. It was very formal, even for the princess. It seemed like both an emergency and an invitation. Would it be a small party to celebrate her accomplishment or something worse?

“Greetings your majesty,” Twilight said as she bowed her head in front of Celestia's throne. Celestia nodded back and gave her a motherly smile.

“I'm glad you have finally arrived, Twilight…” Celestia’s words seemed to drift as she appeared a bit lost in deep thought, so much so that there was a long silence as she stared blankly at the mare beneath her, which caused Twilight to do a fake cough to bring her back to attention.

“Oh, yes, I'm very sorry. My mind has been drifting off lately, I've had a lot to think about with my sister returning and your friends… saving us with the Elements of Harmony!” Celestia stammered out. She didn't want Twilight to know just how long she planned this, or how long it took her to find five other ponies who fit the role to bear the Elements.

“So… why am I here?” Twilight asked in a confused tone.

“Yes, you are here today because you are no longer just my pupil anymore Twilight, you are now an Element bearer, and with that title you will be a… rather large target for Equestria’s enemies as well. So I am assigning you a guard to protect you, I hope you don't see this as an invasion of privacy, Twilight. I just want to make sure you are not in any danger.” Just as she finished speaking a white unicorn mare wearing gold painted steel amor stepped out from the hallway to greet Twilight.

“Cake, at your service ma’am.” She removed her helmet and bowed to Twilight before levitating it back on. She spoke in a smooth but also rough tone, like she was either tired or very annoyed.

“Uhh, are you sure about this, Princess?” Twilight asked in a worried tone.

“Do not worry Twilight, Cake here is one of my finest guards, I'm sure that you two will warm up to each other in time.”

“Well, I guess… is that all, Princess?” Making friends was outside Twilight's comfort zone and she had just made five last night, now she was going to be trailed by a muscles for brain guard, and sleeping in a new house. How could it get worse for her?

“I'm sorry I had to make you come all the way to Canterlot Twilight, but I thought it might help with the transition a bit more instead of just dropping Cake here on your doorstep. How is the library by the way?”

“It's great…” Twilight said in a tired tone. “If that is all Princess, I should get going and catch the next chariot back to ponyville…”

Celestia sighed. She knew this would take some getting used to for Twilight, but it was better to have her safe and annoyed than unprotected. “Have a safe trip Twilight, I'll be looking forward to your friendship report!” she said with a wink.

“Goodbye Princess…” Twilight said as she began making her way to the door as Cake trotted behind her.

It was a long flight, thirty minutes with not only Spike asking question after question of how it went but also being shoved beside her new foalsitter made Twilight exhausted. When she finally got off the wagon and back into the library, she was happy to find that Fluttershy was there waiting for her, covering her face with her mane and looking just as timid as she was when they first met.

“Hello Fluttershy, what can I help you with today?” Twilight said in a sarcastic tone.

“I was, um- just wondering what happened in Canterlot?” Fluttershy asked.

“It went great!” Twilight brushed past her and went straight up the stairs and into her bed.

Spike walked over to Fluttershy and began to fill her in as Cake got a sense of her surroundings. Books as far as the eye could see and a bitchy noble pony with no history of hard work, she was just as miserable as Twilight. She had hoped joining the Guard would give her life meaning and excitement, not guarding a library...

“So that's her over there, name’s Cake!” Spike told Fluttershy

“Just... Cake?” Fluttershy asked.

“I think so, Twilight didn't respond when I asked her, and I didnt really… you know, want to ask Cake about it,” Spike said a bit cowardly.

“She is a bit scary,” Fluttershy said softly.

“Permission to sleep as well ma’am?” Cake asked, she didn't want to stand guard at the door all day and figured sleeping would at least pass the time.

“Sure,” was all Twilight said as she rolled over and got comfortable.

Cake took off her helmet, her long mish-mashed mane of multiple colors unraveled in a mess of unbrushed chaos, she laid it on the table and took off the rest of her armor. By the time she had it all removed she looked about a foot shorter, and much less muscular than the guards Spike and Twilight had been used to seeing. In fact she was about six inches shorter than the average pony, especially weird since she was a guard where height was almost the defining factor.

“Wow, is it just me or did she shrink, a lot?” Spike asked Fluttershy, who nodded.

“Well, I guess I should get going then, goodbye Spike,” Fluttershy said as she began to leave.

“See ya Fluttershy.” Spike waved goodbye before shutting the door. Cake had carefully placed down all of her armor and was sitting in a chair dozing off.

“We , uh, have a guest bed you can use,” Spike said nervously to Cake.

“Oh, I uh, thought that was your bed…” Cake said confused looking at Spike.

“I sleep in a basket, actually, it's more comfortable than it sounds,.” Spike confessed.

“Well, you do you little dude,” Cake said as she got up and began to climb the stairs up to the bed. Twilight peeked out from the covers, a bit surprised at how unguard-like the mare was. Cake lay down in the bed and began trying to sleep, but after trying and trying she just gave up and decided to look out the window at Ponyville.

“Not a very interesting place, is it?” Twilight said. Cake raised her ears a bit surprised the mare wasn't asleep.

“It's better than Appleoosa ma’am,” Cake said, making Twilight roll her eyes.

“I, um, order you to stop being so… formal, just call me Twilight and speak like a pony,” Twilight said annoyed.

“Ok, thanks!” Cake said, relieved to not be forced to be so stiff all the time around the mare.

“I guess we are stuck with each other, might as well make the best out of it.” The sun began to set and the streets of Ponyville became empty, leaving the ponies with nothing to do but stare at each other.

"So, how did you do it?" Cake asked, intrigued about how a random unicorn was able to defeat a corrupted alicorn.

"It's a long story, let's just say the magic of friendship is more powerful than dark magic," Twilight answered.

Spike crawled up the stairs and began to get ready for bed himself, curled up in his basket. Twilight tucked him in and smiled.

"Friendship? So how many ponies are in the Elements of Harmony?" Cake asked.

"Did Celestia not give you a full report? There’s six, including me, and we all share a different role in what could be defined as 'the perfect friendship'."

Cake nodded in approval. "The magic of friendship is prevalent all throughout Equestria’s past, so It makes sense."

Twilight sighed. "I just don't understand why I would be chosen for such a role by the Elements, I get that my cutie mark is magic but… I've never been one for friends."

Cake nodded understanding how that felt. "It was hard making friends growing up in Appleoosa. With a town population of… one hundred and eight of them are children, four are older than you are and four are younger, never got along with any of them."

"I was around plenty of kids growing up, but I never got along with them myself. I was always reading, and studying; Celestia kept me busy with my studies and I had no reason to desire friendships."

The sun had set and the moon began to rise over the now deserted Ponyville, stars filled the sky raised by Luna for the first time in 1000 years.

"It's such a lovely night, I'm not very tired to be honest…" Twilight said as she pressed her back against the frame of the bed. "I think I will go for a walk."

"Then I will have to join you ma'am, should I get my armor?"
Cake asked, unprofessionally.

"Of course not, let's go, I want to see the moon rise." Twilight carefully slipped out of bed and walked downstairs with Cake following her. Together they walked out of the library and out into the empty Ponyville streets, guided by the moonlight and stars above.

"This place is nothing like Canterlot, much more peaceful and the ponies here don't make noise all night," Cake commented.

"I agree, last night I was so surprised by the lack of construction or carts. I thought there was a curfew, I read an entire book on Ponyville law only to find out that not every place in Equestria stays up all night."

"You read an entire book on law in one night?" Cake asked baffled.

"It's uh… well I read a lot so it's easy for me to do," Twilight answered.

"I couldn't read a chapter of that junk in a week, and here you are doing it in one night," Cake teased.

"Well you don't get to be the Princess’s pupil by NOT reading, do you?" Twilight retorted.

They made it to the park and sat down on one of the benches, Twilight lay down while Cake opted to sit up, only the sound of the fresh summer winds brushing against the trees greeted them.

They sat there for a while, enjoying the peace and quiet, watching the moon glide through space as stars danced about in the midnight sky.

"Well, we've been out here long enough and I'm getting cold, let's get back." Twilight sighed as she got up and began to walk in the direction of the library.

"Yeah, I could use a good night's sleep."

After they returned and got comfortable, they fell asleep as moonlight passed through the window and onto their beds, greeting them into the dream realm and sending their minds through the empty hours of the night.

Little white lies

Twilight woke up to Spike pulling on her bedsheets.

"Come on Spike, just five more minutes and I'll make you breakfast!" Twilight pleaded.

"Cake already made breakfast two hours ago! It's almost noon Twilight!"

Twilight’s eyes opened in surprise, she sat up and yawned. "What do you mean it’s- it's almost noon, I should have been up hours ago!"

"You were with Cake all night in the park, you didn't get home until one in the morning!" Spike crossed his arms annoyed.

"One in the morning! How were we out there that long… and, did you say she made breakfast?"

"Your plate is sitting cold in the kitchen, Cake is in the library reading."

Twilight crawled out of bed and stretched. “I guess I'll skip breakfast and go straight to lunch…” She walked downstairs and into the library.

“Good morning, Twilight,” Cake said in a friendly tone.

“More like ‘good afternoon’, I can't believe I slept that long…” Twilight sat down in one of the empty chairs and let out a long sigh which turned into a yawn.

“Your food is probably stale by now, would you like me to make you another plate ma’am?” cake asked.

“No, I'm fine, besides it's almost lunch time anyways. What are you reading?”

“Some book called the Ponysutra? I've only read the first page and I can't say I really understand it.” Cake lifted the book up to show the mare the cover.

“Oh, um, where did you find that?” Twilight pretended to scratch her neck as she blushed.

“It was under the dinner table, working as what I can only guess was support for the uneven table leg...” Cake closed the book and laid it in her lap.

“Well, uh, I've never seen a book like that before, mind if I see it?” Twilight lied, trying her best to save Cake’s innocent soul from such a book.

“Uh, here.” Cake levitated the book over to her and Twilight pretended to read it.

“Oh, this is just an old Ponish book about sleeping positions, nothing interesting…”

“Why are you… blushing?” Cake asked, confused as to why a book about sleeping positions would make a mare blush, Then it dawned on her. “Oh, ‘those’ types of sleeping positions.”

Twilight’s face was now a visible crimson as she levitated the book beside her. “I'm just going to put this somewhere safe…” She left the room and went back up the staircase.

Spike walked out beside her. “hey Cake, what’s up?”

“Not very much, what is there to do for fun around here besides reading a book?”

Spike shrugged his shoulders. “Ehhh, not much. I think Twilight wanted to go out for lunch, it would be a great way for you to see more of Ponyville!” he said enthusiastically.

“I guess... “ Cake said, begrudgingly.

Twilight returned from the bedroom having hidden the book. She returned to her seat and grabbed a random one off the shelves to read. Cake watched her in fascination as every few seconds she would turn the page like she was glancing at the first word and moving on.

“Don't tell me you're actually… reading like that?” Cake asked, not hiding her curiosity and interest.

“Yes… Am I holding the book upside down? Sometimes I forget I don't have to do that,” Twilight said before flipping the book around to look at the cover to see if she was.

“N- nevermind…” Cake said, a bit disturbed at the pony’s ability to read.

Twilight sighed as she closed the book and put it away. “Well… wanna go for a walk?”

“Uh sure, that sounds like fun!” Cake replied.

“Wanna come with us Spike?” Twilight looked over to the purple dragon who was reading a comic book.

“Uh, actually I have something I meant to do today, you guys go ahead.” He returned to his comic seemingly forgetting about the conversation.

Twilight shrugged. “Alright, have fun doing whatever that is…” She got up and walked out of the library with Cake following close behind her.

Cake looked nervous as she trotted behind Twilight, she seemed to almost be hiding from the sunlight like it was burning her skin. Twilight was too caught up in her prance to notice and kept walking until she got to one of the quieter edges of town and found a bench, she lay down and got comfortable, watching over the quite town.

“When I first got here I was sure this place would be quiet and boring, and as luck would have it I was right!” She rested and let her body cool on the bench while Cake didn't sit down, or respond to what she was saying. She seemed to be scanning the area on alert for anypony who might be walking by.

“Is something wrong?” Twilight asked as she stared at the white mare confused.

“No, it's just that I um, don't have my armor on ma’am, it's not proper for a guard to be seen out and about without it.”

Twilight didn't buy it, the look on her face wasnt of shame, her legs were shaking and it was obvious holding her tail close to herself wasn't going to hide the fact she didn't have the giant golden armor she was missing. “Uhhh, do you want to go back and get it?” Twilight’s face was riddled with confusion as she looked at Cake’s helpless face.

“Y-yeah , I mean, yes ma’am, I mean, yes Twilight!” Cake mumbled out, her pupils becoming smaller and smaller every second as the passing citizens politely greeted her with a smile as they walked by. Twilight figured that it was obviously something more than that so without waiting she teleported herself and Cake into the library. The sudden change made Cake scramble and fall over onto the floor, she rolled over onto her back and began to scratch her mane where her head collided with the hardwood floor. Twilight glanced at her just for a millisecond and she could see what the problem was. Cake’s hair, specifically around the inside of her hind legs, was soaking wet. Cake slammed her legs shut as she hopped back onto her hooves,

“You're- why didn't you say something I wouldn't have brought you out there like that!” Twilight protested before Cake could even find the right words to explain herself.

“You're in heat, I can't imagine how that must have felt out there all exposed…” Twilight sighed as she stared into Cake’s eyes waiting for a response.

“Well, I tried to hide it but I- I tried reading that sex book hoping it would have something to help me but I couldn’t get past the first page, and then you just up and ran out the library before I could get my armor on… and I didnt want to say anything… because… because I know you don’t want me in your way slowing you down, and for you to feel chained to me so I didn’t…” Cake looked ashamed of herself as her eyes drifted down to avoid Twilight’s gaze.

“Cake, you are in heat, there's nothing you, or any mare could have done about that and it's nothing to feel ashamed of.” Twilight pulled in Cake for a hug and the white mare rested her head on Twilight’s shoulders.

Luckily for them the library was empty, Spike must have left during their brief walk meaning nobody heard their talk. Twilight pulled away and smiled at Cake as she began to walk back upstairs, the guard trailing behind her.

“Well I've… actually read that book for a similar reason, and it does have some things we can try to help ‘cool’ you down.”

“WE?” Cake almost yelled, her ears shooting upwards and her face burning red.

“Yes we, both of us are mature mares and I would rather just get it over with professionally than letting you burn up.”

Twilight's attitude didn't seem to help Cake’s embarrassment and surprise at what she had just said, but she did untuck her tail from her legs and relax a bit as she pondered whether or not this was something nobles did on a regular, professional, occasion.

Twilight levitated the book out from under her mattress and begane to flip through the pages as she began to get comfortable on her bed, patting the other side to signal Cake to lay down. Cake nodded as she leaped onto the bed and collapsed, watching as Twilight cleared her throat and began to read.

“Ok, so lay on your back and have your butt face me!” she said in an almost teacher like voice.

Cake did as she was told, swishing her tail invitingly to the mare out of instictic, not realizing she was even doing it which made Twilight blush. “So… this is just professional, this isn't romantic or slutty or anything like that, right?” Cake asked in a low tone.

“Yup. I have a spell that makes me sound like other ponies I can use, if you think that will help you get in the mood a bit better,” Twilight said a bit matter of factly.

“N- no, it'll just make things more weird.” Cake had gone through heat cycles before but she was still a fairly innocent mare, she had never kissed another pony, let alone present her butt like a five star dinner to one either, but most importantly she had never felt so close to another pony before besides maybe her mother who even then she was never this close too.

“If you say so,” Twilight said as she place the book page side down on the bed and moved closer to Cake’s marehood. It wasn't like the kind she had been use to accidently seeing, she was much more plump and virgin, it gently winked at her as she moved in. She began to smell the aroma of fluids coming out of it. Twilight had never smelled another mare’s heat besides her own, it made her own juices begin to flow like clockwork.

“Are you… sure about this ma’am?” Cake’s breaths seemed heavier, and she began to sweat a little as Twilight licked her lips.

The unicorn did not respond as she pressed her tongue to Cake’s taint and began to move her way up to the top of the mare’s crotch, making sure to collect as much of the juice escaping from her quivering lips as she could. She peeked over Cake’s stomach to see if she had done a good job, the small white unicorn had her right hoof over her mouth as she laid back in a mixture of bliss and shame.

“Huh, the book clearly states that vaginial fluids have a bitter taste,” Twilight said as she levitated the Ponysutra over to Cake. “Third paragraph, right at the start!”

Cake moved her hoof away and swatted the book down. “T- Twilight, now's not the time!” she said, in between heavy pants.

Twilight nodded as she went back to her meal. Cake’s pussy had winked again allowing what looked to be a pint of her juices to flow out and on the bed, and Twilight took the opportunity to give the white unicorn’s clit a soft lick which made her jump a little and bite her lip.

“Be careful down there, I don't want to squirt or- something…” Cake said in a shy, sheepish tone.

“Well the book says that reaching climax is the goal here, making you climax will help with your heat for a few hours and studies show that climaxing regularly is good for a mare going through her heat cycle!”

“But-”

“No buts! You take orders from me now, and I will make you climax!” Twilight interrupted. “Besides, there is no way a mare could squirt from a few licks, and the book has a whole chapter about how to detect orgasm during cunnilingus!” Twilight said matter of factly.

“Ye- yes ma’am.” Cake whimpered, surrendering to Twilight’s will.

Twilight went back to Cake’s thighs, slurping and licking the mare, making her let out a soft gentle moan with every press of her tongue.

“Twilight, I'm back! Are you here?” Spike said from down the library. Twilight reached up, her mouth covered in Cake’s fluids. Cake didn't move, she laid there panting.

“Um, be right there!” Twilight quickly cleaned her muzzle with her tongue as she began to get up. “Stay here, I'll be right back.”

Spike sat down on the library floor as he watched Twilight walk down from the bedroom stairs. “Where’s Cake?” he asked in an innocent tone.

“Oh she's upstairs resting. We went for a walk and um, she fell a bit ill,” Twilight said, in a half truth, hoping Spike would buy it. “So uh, what about you? Where did you run off to?”

Spike scratched the back of his head, looking a bit embarrassed. “I went to Rarity's boutique hoping to um, get to know her better. She wasn't home so I just came back here.” Spike grabbed his comic book off the floor and sat down to continue reading it, just as Twilight was about to go back upstairs she heard another knock on the door.

“Great,” Twilight whispered to herself as she trotted over and opened the library's door to see no one other than Fluttershy.

“Hey, um- Twilight,” Fluttershy said in her usual submissive tone.

“Hello Fluttershy,” Twilight responded as her face dropped, annoyed that all these distractions kept her from her problem upstairs.

“C- can I come in?” Fluttershy said in a confused tone as to why Twilight was so upset.

“I guess.” Twilight moved out of the way allowing the pegasus into the library. Spike looked up for a moment and smiled at her which Fluttershy returned.

“Where is Cake?” asked Fluttershy in a confused tone, after she noticed the mare’s armor sitting on one of the tables.

“Upstairs, she's feeling a bit under the weather.” Twilight scratched her ears as she was getting nervous. “What can I help you with today, Fluttershy?” she said trying to change the subject.

“I just wanted to come over and meet Cake. You know, I took a few medical classes in flight school!” Fluttershy said in an excited, more upbeat tone. “Maybe I could go upstairs and take a look at her?”

Twilight’s hair began to itch in frustration. “No no, I think she'll be fine, she just needs some rest.”

“Are you sure Twilight, I mean, Fluttershy could help her... and Cake isn't the type of pony to get sick from a simple walk,” Spike chimned in.

In the time it took for Twilight to glance at Spike and return to Fluttershy the pegasus was gone and Twilight’s annoyance was at an all time peak.

The kind thing to do, is the right thing to do

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.