Even though Twilight had already practically memorized everything about them, she still grilled her secretary about the list of new bat pony students – the first ever bat pony students to attend the School of Friendship! She kept asking Moonlight for more details about each one of them, hoping for that one extra tidbit of detail she’d missed the last time, something that would give her the kind of insight into her new students that she craved … even though Moonlight had already told her everything she knew. Not all bat ponies knew each other, of course. Moonlight had scarcely met most of the new students; some of them, she’d never seen at all. Which made it incredibly tension-inducing to a pony like Twilight who always liked to be entirely prepared for everything ahead of time. Would they fit in? Would they be accepted by the other students?

Twilight was trying to remain calm, at least outwardly. She’d been trying to work on her ‘royal demeanor’ ever since becoming a princess, and it wouldn’t do to go dancing around the room in anticipation as she felt like doing. The first ever bat ponies in the School of Friendship!

It was all thanks to the same secretary she kept pestering for information, the one who’d provided that list of new students in the first place: Moonlight Cascade. She was a tall and imposing bat pony mare, whose long white mane always drooped down over one eye. Despite those intimidating looks, though, Twilight had quickly come to count her bat pony secretary as both one of her dearest friends and one of her most helpful workers here at the school. Even better, having her as a personal assistant freed up more time for Spike, who was hanging out with Smolder an awful lot these days. Moonlight had started out entirely professional, and she could still be perfectly professional when the situation called for it … but it had quickly become much more. At this point, it was common for the dour-looking bat pony mare to join Twilight and Rainbow in three-way trysts whenever the students were away.

It had been Moonlight’s idea to send a School of Friendship invitation to the secretive colonies of Luna’s bat ponies. Twilight hadn’t thought it would amount to much at the time. The bat ponies rarely ventured out of their underground colonies. But to her surprise and elation, dozens of new bat pony students had signed up to attend the School of Friendship. She truly owed a debt of gratitude to Moonlight for that!

In fact… No better time than the present to pay a little of that debt, was there? “Thank you so much for sending out those invitations, Moonlight,” she said, rather than asking yet another question about the new students. “I can’t wait to see all the ways this is going to benefit relations between the bat ponies and the rest of Equestria. I just… I really hope it turns out well. What if—?”

Moonlight made a little “Hmm” sound … which was pretty much as close as she ever came to outright laughter. “Oh Princess, stop worrying so much. This is nothing compared to what you’ve already done. Ever since you invited your cadre of bat pony guards into the castle, they’ve become more and more integrated with the community here in Ponyville. They’ve even invited their friends! There are quite a few bat pony families living here now, some of them not related to your guards at all.”

“I know, I know.” Twilight looked up at her. “That’s how I met you, after all.”

“That was a fun day. Since you were already so familiar with bat ponies by then, I really hadn’t thought that the Princess of Friendship would be scared of me.” Moonlight’s little smile – barely perceptible – showed just how truly she was amused by that memory. Twilight knew she loved bringing it up.

It had been awfully memorable, after all. Even though Twilight had been around plenty of bat ponies before, she’d never met one like Moonlight before or since … and she’d been startled enough that first time to actually jump into the air, flapping like crazy without managing to actually gain much altitude. “I wasn’t scared … I was just, um, startled a little. You know… There’s something about the way you look at me sometimes that reminds me of how Celestia would look at me. How she’d look at me if I was in trouble for something.”

“I see,” Moonlight said sagely. “And do you still think I look that way when you’re muzzle-deep in Rainbow and me?”

“That would just be too weird. Celestia’s like a second mother to me!” No matter how many times Moonlight teased her like that, it still made Twilight blush. She knew Moonlight loved seeing her like that, but did her best to overcome it and move on. “But I would like to thank you – and all the other bat ponies who’ve come – for making Ponyville your home. I couldn’t imagine what it would be like without you anymore.”

“Did you know that a few of them have even started working in the spa, helping out ponies who want a late night massage? Soon, you’re even going to see them getting married to ponies of other kinds – just wait and see!”

Oh, Twilight could believe her about that last part. One of her own closest friends had been ‘dating’ one of her original bat pony guards for a while now. Applejack and Starglide Fangling. Only … nopony ever saw the two of them actually out on a date. Sure, Applejack would sometimes bring him a pie or something while he was on shift, but it wasn’t as if the two of them were ever seen going to a restaurant or a show or … anything together.

It wasn’t until Twilight had finally caught the two of them together that she finally understood what constituted dating between the two of them.

It had been only a couple days before harvest, and Applejack had asked for Starglide’s help getting ready. Of course, Twilight had agreed to give him the time off. Even besides the fact that she’d do just about anything for her friend, it was only fair since both Applejack and Applebloom were helping out with the School of Friendship these days. After they’d helped so much, how could Twilight begrudge the Apple family a little help in return? And Starglide had seemed very eager to help, even though it was a daylight assignment, outside, which the bat ponies usually loathed.

Once Twilight found a break in her schedule, she’d headed right out to Sweet Apple acres to see how the two of them were getting along. She spent tons of time with both Applejack and plenty with Starglide at her side, but she so seldom saw the two of them together. She’d figured it would be fun to get to know the couple, rather than just the two individual ponies. They seemed so different from each other. What would they be like together?

When she reached the farmhouse, though, the only pony there was Granny Smith, sound asleep. That was ordinary enough. Of course everypony else would be out working in the orchard.

She never did find Apple Bloom, but when she found Applejack, she found the farm pony decidedly not bucking apples. Applejack was the one being bucked. By Starglide. Hard.

Not knowing what else to do and not wanting to rudely interrupt them, Twilight had defaulted to hurrying behind the nearest apple tree, where she peeked out and watched. She knew it wasn’t quite right to spy on them like that, but she just couldn’t help herself. Once she was hiding, she had to see what they were doing, didn’t she?

Even from her distance, the scent was clear. The scent of a mare in the ripest middle of her heat cycle. And she knew it wasn’t coming from herself. Starglide was absolutely plowing Applejack from behind, in the traditional – and oh-so-satisfying – mounting position. Twilight licked her lips a little as she watched his big, familiar cock stretch her friend’s pussy as it slid powerfully in and out. Seeing the veined contours of Starglide’s cock shimmering with slick juices in the sun was just so mouthwatering…

“Don’t stop,” Applejack had breathed desperately. “Do it!”

And as Twilight watched, trembling in place almost as much as Applejack was, Starglide did it. He bit down on the back of Applejack’s mane, his bat fangs sinking animalistically into the thick braid, and he shoved himself against her as hard as he possibly could, driving his cock all the way inside Applejack and holding it there.

At first, there wasn’t much for Twilight to see. Starglide’s balls clenched up tightly. His tail twitched rhythmically up and down a bit. And Applejack made an odd little whimpering sound deep in her throat. Soon, though, there was more than enough to make Twilight’s eyes go wide. Between Applejack’s tightly stretched pussy lips and Starglide’s still-pulsing cock, a bead of white appeared, quickly growing into thick streams that trailed down both of Applejack’s legs.

Wow… As long as Twilight had known her, Applejack had been such a mare’s mare, never seeming interested in any stallions. But there she was, getting pumped full and bred right in front of Twilight. She’d never thought she’d see her friend like that, but it seemed that finding the right bat pony was all it took.

Twilight smiled wide, no doubt making Moonlight Cascade wonder why she was grinning so broadly. But it just made her so happy to think of Applejack finally finding complete fulfillment, not to mention the idea of getting to meet a new generation of Apples in a few months’ time.

* * *

Scootaloo headed through the School of Friendship’s hallways with as much resolute purpose as she could manage. She’d been helping run the school – well, providing some top-quality tutoring, at least – for a while now, so she shouldn’t have felt so nervous about it. Nothing wrong with being here, and nothing wrong with talking to the headmare. She talked with Twilight Sparkle all the time.

Not like this, though. Not about this. This was private. But who else could she ask?

As she came up to Twilight’s office, she needed to go past the two bat pony guards standing at attention outside. That was new. Were they on guard at all times now, or was this some kind of special occasion? Had somepony threatened Twilight?

The way the two bat pony guards fixed their eyes on her as she walked past them made her fur stand on end … but it also made her tail rise up and gave her a strange tingling sensation deep inside, too. That was just the kind of thing she needed to ask Twilight about. If she could work up the nerve to bring it up.

Well, now was the time. She stood right in front of the door to Twilight’s office now, with those guards to either side of her. And the last thing she wanted was to stand here and have them start questioning her odd behavior. She knocked on the door.

“Yes, are they here already?” Twilight said from the other side.

“No, it’s me.”

“Come on in, Scootaloo.” Twilight must have recognized her just from her voice. That was nice. It made Scootaloo feel a little better about what she needed to ask her.

Once inside, Scootaloo was disappointed to see that Twilight wasn’t alone. That tall bat pony mare was here. Her secretary, Moonlight. Scootaloo liked Moonlight well enough, but the mare always seemed so serious all the time. She couldn’t ask what she needed to ask with Moonlight here.

Twilight seemed to pick up on her trepidation. “What’s wrong? Did something happen?”

“No, um… I just need to talk to you about something.”

“About what?”

Scootaloo could already feel her cheeks getting hot. She was blushing, and she hated blushing, especially in front of somepony like Moonlight. She tried taking a deep breath, but she wasn’t sure it actually helped that much. “I need to ask you about something. Something, uh, private.” She looked pointedly at Moonlight.

That was enough to raise Twilight’s eyebrows. “Private? I thought you’d go to Rainbow Dash with that kind of thing. You two are awfully close, right?”

She shook her head. “Kind of too close, I guess? And besides, she’s out at her Wonderbolts show right now.”

With a helpless little shrug, Twilight nodded and gestured toward her secretary. Moonlight, who hadn’t so much as moved since Scootaloo came into the room, nodded in return, briskly walking out of the room and closing the door behind her, leaving Twilight and Scootaloo alone together.

“I didn’t even know about that Wonderbolts show,” Twilight said. “It must have been very last-minute. It’s a shame. I know my guards are going to miss her. Now what is it you wanted to ask me about?”

Suddenly, Scootaloo was feeling an intense need to justify coming here. “It’s, um, something I thought the Princess of Friendship might be better at explaining anyway, so…”

Twilight just sat behind her desk, watching patiently. It looked like Scootaloo wasn’t going to be able to put off actually saying it any longer.

So she said it: “I’ve been staying with my aunts, and every night I hear them, you know, doing things in their bedroom. And I guess I just want to know, like, what’s the big deal about it?”

Laughing a little, Twilight relaxed. “Oh, is that what this is about? I guess I should have known. You are starting to grow up, after all. Well, when two ponies love each other very much, the mare takes the stallion – or, I guess in your aunts’ case another mare – and she—”

“No no no.” Scootaloo shook her head. “I know all that stuff. My aunts taught me about it a long time ago.”

A bit taken aback, Twilight was quiet for a moment, her face quizzical.

“I wanna know why ponies are so obsessed about it all the time! What makes ‘em want to do it over and over again? What’s so great about it, anyway?”

* * *

Twilight licked her lips slightly as she listened to the filly – or young mare, actually – talk. Her bat pony guards could always provide her with all the cock she could ever need, and both Rainbow Dash and Moonlight Cascade were there whenever she had a taste for mares… But there were certain fantasies left unfulfilled. Being the very first pony to taste an innocent virgin filly was right at the top of that list.

It was something she’d been thinking about for a while, actually. A little niggling feeling in the back of her head ever since she’d moved to Ponyville and met the three fillies – Scootaloo and her two friends. It was getting to the point where she’d had dreams about them. Sometimes all three of them, sometimes just one at a time. She was lucky Luna hadn’t checked in on any of those dreams! The only reason she’d never thought of actually trying anything with the three of them was because they were her own friends’ younger sisters. Well, Rainbow was more of an honorary sister, anyway. But the effect was the same. Rainbow might be the most permissive of the bunch – especially since she was already fooling around with Twilight pretty regularly herself – but she knew that even Rainbow wouldn’t stand for it if she approached and seduced innocent little Scootaloo.

Now that Scootaloo had come to her, though… Well that was entirely different, now wasn’t it? She knew she had to make her move now. It was now or never. “Well,” she said softly, gently, “I can definitely see why you came to me. And you made the right choice. I can show you everything … if you’re sure you want me to.”

Scootaloo hesitated for just a moment. Almost imperceptible, but it was there. But it went as quickly as it came. She nodded resolutely, as if forcing herself to go through with it.

Twilight grinned. This was going to be fun. “Wonderful! Why don’t you go ahead and get up on the desk in front of me?”

“On the desk?” Scootaloo looked up, her nose scrunching.

“That’s the easiest way, isn’t it?”

Scootaloo still looked a little skeptical. “Easiest way for what?”

“The easiest way for me to start showing you why everypony likes sex so much.”

“Well, okay…” Scootaloo took a deep breath, then leapt upward, her wings buzzing to give her just a little extra bit of lift. She actually made it up pretty easily – she’d been getting better at that. Maybe she’d fly one of these days after all.

Normally, Twilight would have been appalled at the possibility of hooves scuffing up the nice shiny wood of her desktop, but not now. Right now could just be an exception. It wasn’t every day she got an opportunity like this with a filly as cute as Scootaloo, and she wasn’t going to pass anything up just for something as silly as trying to protect the finish of her desk.

Scootaloo made a bit of a show out of walking brazenly across the wide expanse of Twilight’s headmare desk until she stood right in front of her. “Okay, now what?”

Reveling in the feeling of this actually becoming real, of how close Scootaloo was, Twilight grinned. Wonderful. She used her magic to lift the filly up, flipping her over and turning her around.

“Hey!” Scootaloo shouted, unable to do anything about it.

Twilight laid her down on the desk right in front of herself. Scootaloo’s legs stuck straight up and her tail still tucked closely between them. As soon as Twilight released the magical hold, though, she saw to that – she held Scootaloo’s legs in her forehooves and slowly spread them apart.

Slowly – almost teasingly – Scootaloo’s tail relaxed as her legs spread. The vista that opened up for Twilight was magnificent. The bountiful little orange curves of Scootaloo’s inner thighs moved aside to first show just little hints of her darker orange vulva hidden behind that unruly magenta tail.

And then she finally got to see what she’d been dreaming about for so long. As Scootaloo’s tail dropped out of the way, it exposed her absolutely perfect little pussy. Twilight’s heart skipped a beat. She’d been expecting something especially delicious-looking, but this surpassed all she might have hoped for. Scootaloo’s pussy lips were adorably pert and flawlessly smooth. The teardrop shape of her vulva was nestled snugly between her firm, athletic ass cheeks and showed just the tiniest hint of glossy pink slit between the soft and rounded outer lips.

Twilight couldn’t afford to just stare breathlessly forever, though. Scootaloo was staring at her, already looking a bit annoyed at having been tossed around with magic like that. So Twilight moved on with things. Her hoof trembling at the audacity of doing so, she slid down the length of Scootaloo’s hind leg and gently touched the plush bulb of Scootaloo’s lovely little treasure. “So, to start with, do you know what this is?” Twilight had to resist the impulse to rub and squeeze it to her heart’s content, even though she could already tell it was heartbreakingly soft and pliant under the most sensitive center part of her hoof.

“Uh-huh. I told you. They taught me all of that stuff. That’s my cunny.”

Well, Scootaloo’s aunts certainly hadn’t pulled any punches with their choice of vocabulary in their little talk, had they? All for the better, really. Twilight smiled, still holding her hoof there. “And did they tell you what you can do with it?”

“They said that if I let a colt put his cock inside it, I’d get pregnant. And something about kissing it? That seems really weird. Why would anypony want to kiss me there? It’s gross!”

As Twilight watched fixatedly, Scootaloo’s legs spread just a little wider, causing her pussy lips to part a bit, showing just a hint of pink depth in her slit. “Gross is a matter of perspective,” she said primly. “I think you look amazing down there. Do you want me to show you why ‘kissing’ like that is so much fun?”

“Okay, I guess…”

Scootaloo sure wasn’t being her ordinary cocksure self … but that was understandable. This would be an entirely new experience for the filly. And Twilight was going to make sure that Scootaloo enjoyed it as much as she did.

She started off nice and slow, even lowering her head down between Scootaloo’s legs slowly. And all she did at first was the tiniest, gentlest touch of her lips possible.

“How does that feel?” Twilight asked, pulling away to avoid overstimulating the filly as her lips moved.

“Uh… A little tingly, I guess? It feels kind of good maybe.”

“Good, good. Now let’s try stepping it up a little bit.” This time, Twilight planted a firm, heavy lick all the way up from the base of Scootaloo’s slit to the very top of the round bulb over her little filly clit.

That got the right reaction! “T-Twilight!” Scootaloo stammered. “It feels— Aaah!”

Twilight didn’t even wait for Scootaloo to say it, she licked again. Those little pussy lips were so smooth and supple sliding against her tongue, and even Scootaloo’s scent was clean and innocent. Twilight breathed it deeply before going for more and more smooth, steady licks along the outside of Scootaloo’s vulva.

Quickly, Scootaloo’s breathing turned heavy, with just a hint of a raspy moan with each exhale.

But Twilight was only getting started. As soon as she started tasting Scootaloo’s tangy juices, she started using more pressure, especially in the middle, letting her tongue slide inside Scootaloo’s slit just slightly.

That earned her some throaty, full-on moans. Soon enough, it also earned her a wink.

“Woah!” Scootaloo said as soon as her pussy winked the first time. “What was that?”

Twilight was in no position to explain, though. Instead, she used the next wink as an opportunity to finally try licking Scootaloo’s clit directly.

The result was instant. Scootaloo’s whole body jerked, and she let out a little shout.

Pulling away again, a thin clear strand of Scootaloo’s juices still connecting her lips to Scootaloo’s pussy, Twilight gave the filly a slight break. “Was that too much?”

“It was… It was amazing!” Scootaloo took a couple panted breaths. “Can I try it?”

Twilight cocked her head to the side a little. That didn’t make any sense… “But I just did try it with you. Did you mean that you want me to try doing it again?”

“No no, I mean … can I try doing it on you? I’ve gotta find out what that’s like!”

It brought a big wet smile to Twilight’s face to see Scootaloo opening up like that. The filly was finally starting to get comfortable with this, which meant her adventurous side was coming out again. And, of course, Twilight would be more than happy to have the filly’s face buried between her hind legs. She was already winking like crazy against her seat, no doubt leaving a little puddle there. But she didn’t want to give up what she was doing between Scootaloo’s legs either. Thankfully, there was an obvious solution. “Sure,” she said, “but let’s do it a little differently. There’s a really nifty little trick I want to teach you.”

“Do it!” Scootaloo said eagerly.

“Mind if I move you with my magic again?” That had seemed to annoy Scootaloo the first time, so it was probably better to ask first this time.

“I can handle anything!”

Wow, she really was getting her confidence back, wasn’t she? That suited Twilight just fine. She lifted Scootaloo high with her magic, sliding up onto the desk herself while holding the filly above her. Not a bad view, actually … especially as she rotated Scootaloo around into the right position to find out what a sixty-nine is. She still had a bit of cute filly roundness in her belly, and the tiny nubs of her teats were wonderfully subtle – Twilight had to work hard just to see them. And then, of course, there was Scootaloo’s little orange pussy dripping juices down on her as it winked open, showing the hot and excited pink inside, not to mention her adorable heart-shaped clit peeking out shyly.

Scootaloo figured it out quickly as Twilight lowered the filly onto herself. “Oh, I get it! Now we can both do it!”

Twilight set Scootaloo down on herself, belly-to-belly. It was nice how lightweight the little filly was, making it easy to breathe even though she was on the bottom. “That’s right,” she said just before losing control and taking that beautiful virgin pussy right in front of her for all it was worth. “This is called the sixty-nine position, and it’s one of my favorites to use with another mare.”

“One of your favorites?” Scootaloo asked. “What about the oth— Mmm!”

Unable to resist any longer, Twilight had gone right back to work on Scootaloo’s delicious pussy, taking the whole bulb around the filly’s clit in her mouth and suckling gently on it. Her pussy lips were so soft, but she could feel the firmer nub of Scootaloo’s clit deeper inside as she moved it around. Everything about her was just so pert and petite, so smooth and plush. She’d apologize to Rainbow and Moonlight for thinking so if she ever had to, but Scootaloo’s young pussy was by far the loveliest Twilight had ever tasted.

It took a few moments, but Scootaloo finally overcame the shock of what was happening to her own pussy enough to reciprocate. And – as Twilight should have guessed from knowing the filly – Scootaloo was not subtle or bashful about it. She dove in face-first and went for it.

Given Scootaloo’s enthusiasm, it wasn’t easy for Twilight to even tell what Scootaloo was doing down there … except that she was doing quite a lot. She felt as if there were half a dozen ponies eating her out all at once – something she had used her bat pony guards to experiment with from time to time – and all she knew was that Scootaloo’s eager tongue and lips seemed to be everywhere. That suited her just fine, though. It probably would have been far too much for another filly as inexperienced as Scootaloo, but for a mare as experienced as Twilight was these days – not to mention incredibly turned on – it was perfect. Scootaloo’s fast, sloppy tongue work sent pulsing waves of much-needed pleasure up through Twilight’s body, finally fulfilling the need that had been growing inside her ever since Scootaloo confessed her desire … ever since she first met Scootaloo.

For her own part, Twilight buried her muzzle between Scootaloo’s firm round cheeks, lavishing plenty of attention on the winking orange pussy lips in front of her. She was careful not to overstimulate Scootaloo, easing her into more and more intense attentions. Soon enough, though, she was able to do everything – plunging her tongue deep inside, suckling directly on Scootaloo’s clit, squeezing Scootaloo’s whole vulva with her muzzle – and Scootaloo still didn’t show any signs of it being too much for her to handle.

And, actually, Scootaloo was far more adventurous than Twilight had ever expected her to be. The slick wet tongue teasing the outer rim of her tail-hole was unexpected, but far from unpleasant. Still, she couldn’t help but gasp a little at the surprise touch.

“Did I do something wrong?” Scootaloo asked, suddenly yanking back.

“No, no. It was lovely,” Twilight assured her. “I just wasn’t expecting that. Here, let me show you what it feels like.” Leaning her head up slightly higher in order to reach, Twilight delicately ran her tongue across the firm round pucker of Scootaloo’s tail-hole. She traced the little ridges of it, running her pointed tongue in a circle around the filly’s earthy-tasting ponut.

The effect was immediate. Scootaloo’s tail twitched and her pussy winked again. “Woah! I didn’t think it’d feel that intense!”

Grinning wickedly now, Twilight went for the hole itself, even plunging her tongue slightly inside it. Scootaloo squealed, but she didn’t back away. She actually pressed down a little harder as Twilight worked her magic touch across her sensitive tail-hole. As fun as it was to make Scootaloo squirm like that, though, Twilight knew the deepest pleasure was to be had elsewhere.

When Twilight went back to licking the filly’s pussy, she didn’t feel the return of Scootaloo’s sloppy but enthusiastic efforts. Not that it stopped her. She lapped lovingly at Scootaloo’s lovely budding marehood, exploring and caressing every last curve and contour of it, relishing it and committing it to deepest memory. Who knew if she’d ever get a chance like this again?

Scootaloo, though, was working through the intense pleasure, trying to say something … though she couldn’t quite get it out until Twilight lightened up, just licking the outside of her pussy. Even then, Scootaloo’s breath still came in raspy little pated gasps. “What’s … what’s your other … favorite position?”

Twilight stopped then. Should she do it? Oh, why not? She had said she’d show Scootaloo everything, hadn’t she? “Okay. It’s going to take a bit more rearranging, though.”

This time, she didn’t wait for permission. She just lifted Scootaloo up in her magic again. This little maneuver wasn’t any less convoluted than the last, twisting Scootaloo around and flipping her over. Twilight sat more upright as she moved the filly into place, interlocking their legs one over the other until their two winking pussies could almost kiss.

“Huh?” Scootaloo said. “Neither one of us can reach like this. How am I supposed to get my mouth down there?”

Ignoring the trivial questions for now, Twilight leaned in and kissed Scootaloo. It was obvious that Scootaloo hadn’t been expecting it. At first, she instinctively yanked her head away … but then she brought it ack, venturing a hesitant kiss of her own, and things just went deeper from there. Twilight could taste herself on Scootaloo’s lips, and she was sure Scootaloo could do the same. Moving naturally, without having to think about it at all, their bodies slid even closer to each other.

“We don’t need to. Just hold… Yes, just like that and … there we go.” Twilight pressed a little more tightly against her.

As soon as they made contact, Scootaloo’s eyes went wide. “Woah!”

“Mm-hm. Feels nice, doesn’t it?” Twilight began gently rocking her hips, gliding the two of them against each other. “This is called tribbing or scissoring, and it’s just about my all-time favorite way to have fun with another mare.” And not for any lack of reason, either. She was already quite enjoying the sensation of Scootaloo’s plush pussy lips rubbing against her own, of the sweet little filly’s juices mingling, of the warm pressure from the young mare’s body responding just like hers. It was one of the most incredible feelings in the world.

Scootaloo sure seemed to be enjoying it, too. She leaned back a little to press herself more firmly against Twilight, her tight young body tensing as her fur stood on end, her voice cracking a little as she moaned deeply. “Oh my gosh! It’s so—” Another long, involuntary moan blocked her voice before she could finish.

Perfect. Smiling to herself, Twilight upped her pace just a little, making sure to rub her clit right against Scootaloo’s. They’d already both gotten smeared with enough slickness to make the back-and-forth glide very nice indeed, but what really made things special were the little moments where her and Scootaloo’s winks would happen to coincide. When both pussies winked open, kissing together their sensitive inner walls, rubbing their protruding clits together, it sent little explosions of pleasure shooting through Twilight’s body. Almost more than she could handle.

It was more than Scootaloo could handle. “T-Twi—!” she gasped harshly, her body already tensing up. “I’m…” She seemed to go crazy after a little bit jiggling in place uncontrollably in her clumsy attempts to get more and more pleasure for herself. The motion grew so frantic that little splatters of mare juices sprinkled out, some landing on Twilight’s highly sensitized teats. It was all actually a little too over-stimulating for Twilight … but faster than she would have thought possible, it sent Scootaloo right over the edge.

Scootaloo froze in place suddenly, her hind legs clenching hard against Twilight’s thigh. Twilight could feel the trembling of Scootaloo’s body, the pulsing of Scootaloo’s pussy against her own, and Scootaloo’s squeal of orgasm was loud enough that the guards still outside had to have heard her as clearly as if they were in the room. Scootaloo squealed all the way through what must have been her very first orgasm, her hot filly juices soaking into Twilight’s slit almost as if the filly was giving her a creampie … and then Scootaloo just went limp, dropping down against the desk.

Huh…

Taking a moment to calm down after that intense rush, Twilight propped herself up a little bit more and looked down at Scootaloo. Yes, out cold. Wow… She’d never actually seen somepony pass out from pleasure before. She hadn’t really thought it was possible. But apparently, Scootaloo’s first time had been very intense. It made Twilight worry a bit – had she done too much for such a young mare? But it also made her a bit jealous. She’d never felt pleasure so intense that it completely shut her down…

It wouldn't stop her from trying, though. And since Scootaloo seemed to be out for the count just now, maybe those bat pony guards on the other side of the door could help her instead.

* * *

Scootaloo gradually and groggily came to. The first thing she noticed was just how soaked she felt under her tail. But there was also an utterly relaxed and suffusing warmth deep inside her. She’d never felt anything like that. The closest thing she could imagine was that one time she’d gone to the spa and gotten a deep massage before sitting in the hot tub for hours. Even that heat and relaxation hadn’t reached as deep inside as she felt it now, though.

Slowly, she sat up. Yeah, that’s right. She was on Twilight’s desk. And there was Twilight … idly stroking a bat pony’s cock as she watched Scootaloo recover. Half a dozen other bat pony guards were watching her as well, all of them with their armor piled in the corner and their cocks exposed for anypony to see.

She sat bolt upright, suddenly feeling tense again. “W-what’s going on?”

Author's Note

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