Under Luna's bright moon, Diamond Tiara, Silver Spoon and Babs Seed gleefully pranced their way towards Tiara's estate. The only sounds that could be heard on the streets of Ponyville were the fillies' happy hoofsteps and their giggles as they made their way towards the very last stop of the night.
Once the particularly large and ostentatious house was in sight, the trio's pace quickened into the best sprint they could manage, still holding their shopping bags, which bounced with each step, practically in sync with eachother's own saddlebags.
Tiara swiftly unlocked the door and entered with a little swing of her tail, which Babs eyed as she followed her in. Walking through a few corridors filled with expensive-looking decorations and a few paintings, the short-maned filly took notice of a light blush forming on Silver's cheeks, only fueling Babs' curiosity.
With every bag carefully placed on the pink carpeted floor of Tiara's bedroom, Babs Seed spoke up.
"Ya look really excited about this, gals," she commented. "And I'm ready for the best of the night!"
Silver Spoon stayed still for a second and turned to look at her best friend.
"She said she's ready, Di..." she whispered, her blush gradually becoming more intense.
"Why don't you do the honors, Silver?" Tiara replied, giving Babs a sultry look. "It is time for the best part of our nights, after all!"
Letting out an adorable little "mhm!" and with half-lidded eyes, Silver Spoon slowly walked towards their guest.
"H-heh, what do ya mean by th-" Babs Seed's words were interrupted by Silver's lips connecting with hers.
While Babs' eyes widened at the sudden kiss, Silver was savoring the short moment, closing her eyes and breathing onto her muzzle until she pulled out, before giving the red-maned filly's lips a brief lick.
All Babs could muster were a few unintelligible sounds, a bright blush showing on her cheeks, their color almost matching Silver's.
Diamond Tiara joined the two fillies, and gave Babs' nose a long, gentle kiss. She then took one single step back to gaze into her friend's green eyes and her shocked expression.
"You're enjoying this quite a bit, am I right...?" Tiara giggled, amused at such a reaction.
Babs Seed blinked and looked at the two fillies in front of her, who were cutely swinging their tails in unison.
"...y-yep, that was a great surprise, gals," she stuttered. "Don't stop now..."
"Oh, but there's a way to make things even more fun, let's go and put on the clothes we just bought!" Tiara cooed, her voice gradually turning into a sensual whisper. "And I mean everything, Babsy."
Picking up their bags and winking at the still blushing foal, Diamond Tiara and Silver Spoon went to different rooms to get dressed as Babs did the same.
Minutes later, Babs Seed was already outfitted in her ivory shirt and plaid red skirt, which was just long enough to hide the white cotton panties she was wearing underneath. Just as she was relishing the sensation of having the soft fabric softly hug her rump, the rich filly duo returned to the room, both in their respective picked outfits as well.
Diamond Tiara's choice was a short, yellow summer jacket over a black top, with a plain, light grey skirt covering her flanks. As she turned to the side to further show off her attire, part of a pair of skin-tight, black spats became visible to Babs.
Next to Tiara, Silver Spoon wore a sleeveless cyan dress which perfectly complemented her glasses, and decided to keep her mane down, just the way it had been since their last spa trip; but adding a cute little cerulean bows on each side of her silky locks.
Diamond Tiara stepped forward and placed a gentle hoof over Babs' shoulder, her gaze landing on her emerald eyes before giving her lower lip a few teasing, tender pecks. She pulled back and gestured to Silver, who quickly joined them and laid her lips on Babs' cheek, gradually moving down to the right side of her neck as Tiara mirrored the movement on the left side.
Babs' breathing increased in speed as she felt both Tiara's careful and teasing kisses and Silver's hungry licks and nibbles, the sensations were making her legs quiver. Being the first to notice, Diamond Tiara quietly moved her way to Babs' rear, taking in the sight of her short tail peeking out of the skirt.
Not having enough with that, she placed her muzzle below the red garment, stuck her tongue out and licked her way up, lifting her friend's skirt as she kept going, earning a few shudders and a quiet moan from the short-tailed foal. With Babs' skirt over her back and her white panties in full view, Diamond Tiara rested her eyes on the rump before her, those cute little flanks' subtle curves were accentuated by the cotton undergarment tightly hugging them, and a small part right under her tail was uncovered.
Silver had already been peeking at her best friend's actions, and after climbing up to Babs' ear to give it a gentle nibble, she joined Diamond Tiara. Both fillies spent a few more seconds admiring Babs' tush before both Tiara and Spoon suddenly placed their hooves on it, coping a good feel of her posterior and rubbing it through the white undergarment.
"So soft!" giggled Silver Spoon, both front hooves massaging Babs' rump.
"So puffy!" Diamond Tiara added, carefully running a hoof on Babs' slit, the shape visible through the fabric.
"So squishy!" Silver continued, after moving her own hoof to one of Babs' teats, feeling it up quite thoroughly.
"So good!" both fillies cried out as they kept fondling an already moaning Babs, whose tail had been gradually rising during the entire session.
With a devious smile, Silver Spoon held Babs Seed's panties with her mouth and suddenly yanked them down to her fetlocks. The pewter filly moved back up after the deed and licked across Babs' puffy, exposed lips before giving them several kisses, making her quiver and let out a few squeals.
In the meantime, Tiara undid Babs' skirt in one swift motion and giggled at Silver Spoon's actions, petting her mane before speaking up.
"Hate to interrupt your fun there, Spoony..." Diamond whispered in a very low voice, nibbling on her ear. "But how about we tease this cutie a little more before that?"
Silver' peeked at her best friend as her movements came to a sudden stop, making Babs look back in aroused curiosity, her eyes meeting with the bespectacled gaze of her friend. "...on your back, Babsy. Now." was all she said.
Babs Seed quickly complied, dropping both pieces of clothing that covered her bottom half only a few minutes prior, and laid on her back, spreading her hind legs and exposing herself to Tiara and Spoon, a hint of bashfulness still showing on her face.
The first thing the standing foals noticed were Babs' teats, they were a little large for a filly their age, they looked incredibly soft and her nipples were already stiff, as if ready for some attention. A look of half-envy, half-desire became obvious on Tiara and Silver's faces, as they kept their stare on those adorable filly pillows.
"Somepony has hit a growth spurt!" the pewter filly purred, inching closer to Babs. "Those are bigger than I thought..."
Diamond slowly moved closer to the laying filly, and laid a hoof on her nipples, drawing circles around one. "Look at those too, they're already hard..." she giggled.
As Spoon was enjoying Babs' situation and her adorable whimpers, she brought a forehoof to her other breast and kneaded it with passion, her own breaths turning into pants before suddenly latching onto her nipple, making the hazel filly moan loudly as her back arched in pleasure. Right after that, Tiara wrapped the other one around her lips, alternating between sucking and flicking the little tip using her tongue.
Both foals' kept their attention on Babs Seed's sensitive teats, all the pleasure she was feeling intensified, further and further, she was feeling her nether regions become moister... until those sensations gradually stopped.
They were quickly replaced by Tiara rising Babs' hindlegs over her head with ease, her backside being lifted in the process, while Silver Spoon was casting a half-lidded gaze over her green eyes, an intense shade of red on her cheeks.
The moment Babs locked eyes with the pewter foal, Tiara's head sank between her thighs and gave her awaiting slit a few licks, teasingly breathing on it as well. After playing around a bit, Diamond's tongue carefully parted Babs Seed's puffy lips to taste her velvety folds, sending wave after wave of pleasure through the hazel filly's body as the licking continued.
All the while, Silver Spoon kept her eyes on Babs' green orbs, enjoying her reactions and feeling her own face warmer as her friend's climax approached.
Hearing a few "I-I'm close, gals" and "please keep goin'..." from the filly in the middle of the loving, Diamond Tiara held Babs' love button very carefully between her teeth, softly nibbling on it before enveloping the little nub with her lips to tenderly suckle on it, making Babs' moans and whimpers turn into screams of ecstasy. Suddenly, Silver lowered herself and gave Babs' ear a few licks as she breathed on it.
"That's right, Babsy, just let it all out..." the pewter filly whispered in a sensual tone, turning back to face her. "Let's see your adorable face when you cum..."
As if on cue, Babs let out one last, loud scream of pleasure as she hit her climax, quivering for several seconds as her juices landed on Diamond Tiara's face, who eagerly licked every drop.
After some affectionate nuzzling and Tiara's hoof accidentally brushing on Babs' teats one last time, both foals sat down at each side of the laying, red-maned filly to let her recover a little.
"That was great," the rose pony whispered to her guest. "But I think it's your turn to make us feel good, now~"
Babs nodded, stuttering. "O-of course, gals, c'mere and I'll return the fav-"
"Stay there, I just had an idea." Tiara interrupted, winking to Silver Spoon. "Ready?"
Just as Silver nodded back, they performed their 'Bump, bump, sugarlump rump!' greeting, with both tushes softly leaning on each of Babs' cheeks, to her pleasant surprise. To her left was Silver Spoon's dress-clad backside, and to her right, Diamond Tiara's skin-tight spandex left very little of the rose foal's petite rump to the imagination.
After giving Tiara's flanks a tight squeeze, Babs lifted Silver's dress all the way to her upper back, revealing the racy undergarment she had picked: a pair of dark blue, backless panties which modestly covered her most sensitive spot.
Babs took a long look at Silver's exposed, little tush and playfully smacking it a couple times, making the pewter filly tremble and voice out a squeal, before moving back to Diamond Tiara and holding the waist of her spats between her teeth, taking her time to completely pull them down.
Giving Tiara some time to throw the shorts aside, Babs slid down Silver's undergarments just as carefully and placing them aside after taking one more short look at them.
"Stand next to each other, gals, I got an idea..." Babs told the two fillies, giving their flanks a firm slap.
Both girls obeyed, standing side-to-side in front of Babs Seed, their rears facing her. Tiara then felt her Babs' hoof sliding between her hind legs and feeling up her little, perky breasts as her foreleg brushed against her slit with each motion. After getting a good feel of them, Babs pulled Silver closer and repeated her motions on her, giving special attention to the grey filly's little, hardened nipples.
Done with teasing, Babs spread Tiara's hindlegs and pushed her muzzle against her puffy lips while focusing her hoof on tracing Silver's slit, earning squeals from both foals. The hazel filly's motions grew more intense as her friends' sounds turned into loud moans, hungrily lapping every drop of Diamond Tiara's juices and feeling her forehoof wetter with Silver Spoon's, both foals nearing their peak.
Reaching her climax first, Silver's body shuddered, releasing jet after jet of her lubrication on Babs' hoof and making it even moister. Tiara's orgasm came shortly after, her nectar landing on Babs' muzzle and a few drops on her inner thighs, which she eagerly licked off. Letting Tiara and Spoon recover a little, Babs laid down between them and nuzzled both fillies, getting some loving pecks from them.
All of a sudden, Diamond Tiara got up and laid on top of Babs Seed, giving her snout a long kiss, then had her lay on her side. With a smirk on her face, she hugged Babs' hindleg and lowered her body to the point where her slits made contact. Not missing a beat, the rose filly rubbed her slick lips against Babs', causing both fillies to moan each time their little nubs touched as Tiara held Babs' leg closer to her.
Babs Seed felt like she was in heaven, but the situation only improved shortly after that began, as Silver Spoon had slid out of her dress and laid on her back, positioning her fillyhood on Babs' muzzle.
"Did you think you wouldn't have a taste of me as well, Babsy?" Silver giggled, petting Babs' mane. "Come on, don't make me wait..."
The hazel foal didn't need to be told twice, as she immediately set her tongue to work, exploring every inch of Silver Spoon's tight, pink insides. Wave after wave of pleasure coursed through Spoon's little body with each lick as she bit her lip, looking down at the filly who was eagerly eating her out.
As Tiara's movements became more vigorous, Babs' licking grew in intensity, making all three fillies feel absolute bliss. Sounds of pleasure resonated within a room already full with the smell of sweat and musk, which only helped fueling all three fillies' passions.
Nearing her peak, Babs wrapped her lips on Silver's winking clit, alternating between flicking it with her tongue and sucking on the little nub, which made the grey filly arch her back in further ecstasy and scream Babs' name as she neared her own climax.
Diamond Tiara and Babs Seed felt their orgasms hitting at almost the same time, rubbing their moist lips against eachother's a few more times before stopping. Silver Spoon climaxed shortly after them, covering Babs' muzzle in filly juices for the second time that night.
"Gosh... inviting you over was the best idea ever, Babsy..." Tiara panted, laying on her back.
"Ya two really are something else, that was amazing..." Babs replied, rolling to her side and basking in the afterglow.
Taking her time, Silver Spoon curled up next to Babs Seed and nuzzled her nose, before the hazel filly let out a little yawn.
"Somepony's a bit drowsy~" Silver giggled, barely able to hold a yawn of her own.
"Well, time for our beauty sleep, then!" Tiara chirped, flicking the light switch as both Babs and Spoon laid on the large, comfy bed. The rose filly joined them immediately after, letting Babs be effectively sandwiched between two loving fillies. They quickly fell asleep, happily cuddling eachother as their coats, matted with sweat, glistened under the moonlight.
Author's Note
You thought I wasn't gonna try my hand at writing clop? 
Honestly, I had this in my mind since I began working on the prequel, and I actually wanted to publish everything as one story at first, but that idea was quickly discarded due to a bunch of reasons.
And that's how this one fanfic came to life!
