The Lesson

“So did you do it?” Lyra asked with a look of anticipation on her face.

“Well, I tried, but it wasn’t that great,” Twilight red-faced admitted.

“It didn’t work?” the unicorn behind the counter pouted. “Are you sure you did it right?”

“Well all I had is what you said and those drawings you made,” Twilight whined. “It’s not like she’s exactly the same as what you described.”

“Awww, I’m sorry, I thought every mare liked that.”

“I didn’t say she didn’t enjoy it. Just not as much as I thought she would.”

“Well every mare is different. What works for Bon Bon might not work for Fluttershy,” Lyra admitted. She stared at the counter. Hoping for some sort of answer but all she saw was her own face staring back. Until a frowier face appeared behind it. The dark expression was something Lyra had seen a million times. What did she do now?

“Lyra! And, um, Princess Twilight, could you two please take this conversation outside my shop?” asked Bon Bon, a current model of restraint.

“We're just talking mare stuff, Bon Bon. Twilight just had some questions and..”

“You’re talking about sex, Lyra!” the fuming mare shot back. “You’re describing in great detail things we perform together in front of paying customers!”

Lyra blinked then looked around at the uneasy crowd. They stared at the conversationalists in horror and shock. Except for Derpy, who seemed to stare with intense interest. At least Lyra thought she was staring. Her eyes refocused on the shameless unicorn behind the counter. Yup she’s staring.

“I am so sorry,” Princess Twilight burst in a crimson-faced apology. It was as discreet as a siren sounding in the misty morning. “I’ve just been having trouble with my girlfriend and Lyra said she’ll help. I got so caught up in finding the answers that I forgot where we were and..”

“I understand you can be very tenacious, Princess,” Bon Bon replied. Her soul-stilling breathing exercises were really paying for themselves this time. “And I am glad that Lyra can be so helpful. I don’t mind you coming by, because you always draw a crowd, but this is not the image I want my confection shop to have. So if you must find your answers please sit outside. Where ponies can see you but not actually hear you.”

“Ok, thanks Bon Bon,” Lyra sang. She got an early break thanks to her knowledge. Maybe she could set up a booth somewhere and just talk about sex all day instead of work. It was one of her favorite topics. Besides those weird hand things. “Let’s go, Twilight.”

“S-sure,” Twilight mumbled with her face behind her wing. She didn’t know what came over her. Talking about sex with her girlfriend in front of the public. But she was having all sorts of difficulties with Fluttershy that her books weren’t able to alleviate. It bothered her that she was failing so badly at this.

All the books said that physical intimacy was important in a relationship but Fluttershy was so hard to read. She said it was “fine” but Twilight felt greedy. The Princess of Friendship wanted Fluttershy to scream her name in desperate ecstasy. Well maybe not that far but certainly more than “fine.” All the alicorn’s efforts didn’t seem to produce the desired effect. Had Fluttershy even...too many unanswered questions.

“So you’re still not sure if Fluttershy is being satisfied?” Lyra answered Twilight's inner monologue. The day was warm and inviting. The sun shone down on the mares and happily made them snuggly warm. They sat on the cast iron chairs on the confection’s shop’s patio. No pony ever used them but it was a nice place to sit and talk. Especially about this.

“No,” Twilight sighed. “All of the indicators are missing. She doesn’t make any sounds. No arching of her back. She’s breathing hard but no more than when she runs at brisk pace or flaps her wings for more than a few minutes. No biting, no pawing at me. She doesn’t even wrap her wings around me other than when we cuddle.”

“Huh, and my suggestion?”

“I did try it. But honestly I routed around so much in there my tongue got sore. I had a hard time finding any of the landmarks you mentioned. She’s just so...different from what you described.”

“She’s a mare, Twilight, it has to be there. Sure we’re all different but it’s still made the same,” Lyra explained, trying not to be too crass this time. The last time they had this conversation Lyra had spelled out so much that her friend turned puce.

“I know it's there, I just can’t seem to find it,” Twilighted huffed. “Maybe I have to adjust the angle or recalibrate my approach.”

“Or you could switch to toys. That way you won’t tire yourself out trying to find it.”

“T-toys. You-you mean like , umm, those stimulator things?”

“Dildos Twilight,” Lyra clarified with no shame at all. “Strap-ons, vibrators, you know, those things you insert into yourself when you’re lonely or bored.”

“I’ve never used those,” Twilight said, her face going red again. “Aren’t they… kind of raunchy?”

“They’re for sex if that’s what you mean. They are for the two of you to have fun together. Nothing to be embarrassed about. Besides, if you’re that uncomfortable you can stop using them once you find those landmarks. Until then you can get Fluttershy off.”

Twilight blanched at the promised goal. But she was intrigued. If her mentor, in these matters, recommended it, it was worth looking into. But her mind filled with a myriad of questions. There were so many options and so many different products.

“Aaargh! I don’t even know where to begin with something like this,” the lustful Princess whined. “Combing through all the research and data could take months. Fluttershy has been so patient and so giving. I just want to do my part and give her more.”

“You know, I heard about these things called sex toy parties,” Lyra said placing a hoof to her chin. As if memory hid in the chin. The thought nearly made Lyra laugh. “We could have one! I could pick up some of the more common things we use and show you how we use them.”

“Sh-sh-show us? I have heard of the parties but are you sure they actually demonstrate it?”

“Duh, Twilight, how else are you going to learn?” Lyra guffawed.

“But-but-but are you suggesting we use them on each other?” Twilight’s face was the definition of appalled. She had been friends with Lyra since they were in magical kindergarten but never thought of her like that. Well not more than once or twice.

“Pffft.” snorted the unicorn. “Of course not. Do you think Bon Bon would let me put a dildo in your pu.. up there? No. I was thinking of a different type of demonstration.”

“Like with charts and diagrams and simulations?”

“You had trouble with those other diagrams right? So those things don’t work. I will show you how to use it.”

Twilight’s face nearly melted off into a puddle on the black iron table that separated them. Lyra wanted to show her?!

“We’ve been friends for a long time, Lyra,” Twilight shakily began. “I don’t I’m that good a friend to watch you..enjoy yourself in front of me.”

“Twilight! You are borderlining on Grand Pear pervie. I’m not going to demonstrate them on myself!”

“Oh that’s a relief. For a minute there I thought..”

“I’m going to show you on Bon Bon!”

“What!” Twilight felt like she could actually fry an egg on her face. Sweet Celestia! What had she stumbled upon? Was Lyra always this… open? “You want me to watch as you two have sex?!”

“If you put it that way it makes it sound kinky or something. It’s not like you won’t be having sex either.”

“I’m not a swinger!”

“No, with Fluttershy silly,” the pervert unicorn said with a joyful expression.

This time Twilight’s burning face simply dipped forward and planted itself into the table. Why did conversations like these always get so weird? It’s awkward enough to get the information as it was let alone the way Lyra was suggesting. Twilight’s muffled voice rose from her place on the table. “Fluttershy would never go for this. There is no way she would have sex with me in front of you two.”

“Ok ok, calm down, calm down,” Lyra placated with a dismissive hoof. “Let me tell you how this will work first. You and Fluttershy will come over. I will explain how everything works. I will buy you guys your own toys and Bon Bon and I will have ours. We’ll demonstrate on the other side of the room. Nowhere near each other. Then you and Fluttershy test them out and we can make sure you’re doing it right. Not kinky. No sex with each other stuff. Simply educational. Ok?”

“Are you crazy? This is Fluttershy we’re talking about. She can barely… perform in front of me. And you want me to have sex with her while you watch and instruct?!”

“I’ll be busy with Bon Bon. If you’re doing it right her eyes should be closed. We can give her a blind fold and ear muffs. That should help.”

Twilight sighed. Has it really gotten to this point? Was she so inexperienced that she needed another unicorn to show her how it was done? When she first looked into this subject she did become a bit obsessive about it. The various positions, what can be done, what shouldn’t be done. Everything. But it was one thing to become obsessed with knowledge; it was a whole other level watching your friends copulate in front of you and take notes.

“Look I’m not a hundred percent comfortable with this either,” Lyra said with a slight blush. “I’m not sure how you will react to seeing Bon Bon . Like that. And listening to us... well. It’s for you. I want you two to be happy. You’ve been so good for each other and I want to see it work. This sex stuff seems to be a big deal for you and I want to help. If that means I have to show you what me and Bon Bon do in our private room together that’s what I’ll do.”

Twilight could read the resolve all over her face. It was certain that despite their shared discomfort she would go the distance to help her friend out. Twilight wondered if she, the Princess of friendship, would do that for a friend. If her friend was willing to go that far she should appreciate it.

“Won’t you see...Fluttershy’s garden?” Twilight asked uncomfortably.

“Twilight we’re all mares here. It’s not like I’m going to be staring. We all have the same parts, just a little different. Here. I’ll show you.”

Twilight watched in confusion as her oldest unicorn friend casually stood up and turned with her tail lifted. Twilight saw it all. The contrast with Fluttershy’s was all too apparent. It was a world of difference between them and her own. The raised yellow puckered lips that Twilight dreamed about were similar on her green friend but deflated. Lyra seemed to have a more open floor plan. There were obvious landmarks that Lyra’s diagram had shown proving that she just drew her own. Twilight peered with a little too much interest. She felt her own hoof move to inspect it further.

“Twilight!” Lyra shouted with a giggle and spun around. “You were going to touch me!”

“What? No! I was just..”

“You lost that opportunity long ago, Sparkle,” Lyra said with a wink. Twilight could see what looked like sadness in her eyes.

“Oh well, I guess I missed a lot of things back then. Wait! What?”

“It was a long time ago. But...nevermind. We’re friends now,” Lyra assured the startled friend. “And that means no touching me there. Bon Bon and Fluttershy would feel awful about it.”

Twilight noted she didn’t say herself. Apparently the Princess of friendship missed some pretty big signals. She shook the thoughts out of her head. This wasn’t about her and Lyra, this was about her and Fluttershy. And the problem.

“Look I’m glad you’re helping me out but do you think Bon Bon will be comfortable with this?” Twilight asked, realizing she was going to see one of her close friends get off.

“Would you rather see her do it to me?” Lyra asked with a wry smirk. “You were staring pretty hard.”

“Arrgh,” the alicorn cried, stuffing her tomato face into her hooves. “I’d rather not see any friends like that. But if you think it’s the best way to learn.”

“Alright, that’s the spirit,” the pervert unicorn said with a hoof bump. “Bring Fluttershy over tonight and I’ll take care of the toys. What colors do you prefer? You know what, I'll just keep them color coded. It’ll be easier.”

The energetic unicorn bounded off. Twilight watched her go. She tried not to think about what she just saw and almost did. She would have to keep her head straight tonight. If Fluttershy would even agree which she doubted. She sighed and took off into the air.

“Ummm I’m not sure about this idea,” Fluttershy said but her face spoke volumes more. It looked like it wasn’t sure about Twilight for even suggesting it.

Twilight backed off a bit. She felt guilty. Even suggesting it made her stomach twist. She knew better than to press Fluttershy too hard. Especially with something she wasn’t certain of herself.

“Oh dear, is it really that important to you?” that face asked but now it held a different worry on it.

“Well I want you to be comfortable,” the alicorn assured. “I kind of had the same reaction as you when Lyra suggested it. The only thing that kept me from saying no outright was the look on your face.”

“What look?”

“The look you have when we...are together.”

Fluttershy looked at the floor. Those bright eyes searched the ground for something Twilight couldn’t see. “You are trying really hard. I’m sorry I’m not finding it as enjoyable as you want me to. I do like what you do, it's just…”

“What?” Twilight blurted, pressing her face inches from her lover’s. Her ears pitched forward with anticipation.

“I’m...afraid,” whispered the timid voice that Twilight had fallen in love with.

“Afraid? Of me?”

“No! But what if I make all those loud noises that you make and scare my animal friends. They could think I’m in trouble and rush in to save me. Or what if I do get to this orgasm place and find it too scary to stay there. Or what if during my ...moment I get all slippery and slimy down there and stain your fur. Or you could slip off me. Or it could spray you in the face. Or..”

The rant was cut off by a pair of purple lips. It was Twilight’s way of telling Fluttershy that she was spiraling into her anxiety hole again. They kissed a lot.

“Sorry,” the blushing pegasus said.

“I know new things can be scary, but this can and will feel good. I promise.” assured Twilight. “If you start making sounds I think most of your animal friends know what that means. If you get wet during or afterward it’s fine. It’s all part of the natural process.”

“It’s just so new and means so much to you. I don’t want to mess it up.”

Twilight stepped away from the timid mare and thought. Why does this mean so much to her? If Fluttershy wasn’t unhappy did she really need to jump through all hoops? Was she viewing this as a problem to solve instead of an act of love she had always read?

The desperate Alicorn looked at Fluttershy’s gentle body. She stood gazing at her and could feel herself getting excited over the prospect of getting Fluttershy there. It did mean a lot to her. It was a gift that only she could give. One that only she was allowed to deliver. If she couldn’t find a way to let the pegasus experience it, no pony else could. It was part of her duty and privilege to bring Fluttershy to the brink of madness in delight. Like Fluttershy had done to her time and time again.

“You’re right, Fluttershy. It does mean a lot to me,”
admitted the Princess. “I really enjoy how much effort you put in for my sake. I just want to put the same amount for you. You deserve it just as much as I do. Perhaps we shouldn’t think of this as our friends, but as specialists. When an animal has a problem that you can’t fix you bring him to the vet right?”

“Yes but this isn’t a problem. Well not the medical kind,” Fluttershy pointed out but then contorted her brow in thought. “At least I hope not.”

“Well this could help us determine that. If we still can’t get you off then maybe something else is going on. I just don’t want you to think about that until we’re sure it’s not just my lack of experience. I mean you can get yourself to climax at home by yourself right?”

Fluttershy hid in her mane. It became a curtain of protection against the world of fear that she always had with her. Twilight knew enough not to take that away or chastise her for it. “Once...and a while..”

“See? So it’s probably not medical. It must be me.”

“I was thinking of you when I did it,” Fluttershy admitted, red-faced and barely visible beneath her brushed shield.

“Oh, huh,” Twilight’s words died in her mouth. Her mind began to imagine what that would look like and the alicorn started to feel the excitement preamble start up. This was not the time or place for that. She could enjoy that later. “Well that’s good. But I want to help you get there together. As awkward as this idea is, it might help.”

“So we would be watching Lyra...together with Bon Bon and then you would do those things to me? While they watch.” clarified the cringing pegasus.

“We’ll give you a blind fold and ear muffs so you’re not distracted,” Twilight offered. It sounded like the worst idea for somepony like Fluttershy. Twilight had never seen her jealous but could she feel that comfortable with her girlfriend staring at other mares?

“I don’t think I would want those,” Fluttershy admitted. “The truth is I would want to see you. Not just to know what you’re doing or to make sure it wasn’t Lyra pretending. It’s because of those few..times, I saw your face in my mind and you were so happy that I couldn’t help but finish without fear. If I can’t see you I don’t think this will work.”

“Fluttershy …” Twilight gasped. She meant it. The pegasus truly meant it. Twilight could feel a happiness in her that she had not felt since they started dating. She had still helped her get there in some way. But she knew that knowledge wouldn’t sate her for long. She would have to see that face and hear that release.

“Do you want do this plan?” Twilight asked hesitantly. It felt more important. She knew Fluttershy would do it with her in mind. She felt herself that much more desperate to help her orgasm in front of her.

“I...If it’s that important to you I will,” the blushing pegasus said with determination. “It just feels ..wrong in some way. But I guess you’re right. We should allow our friends to help us. Even if it’s embarrassing.”

“You’re right,” the Princess of friendship sighed. “They are our friends and they opened their home and…activities to us. We should try it…You hate this idea don’t you?”

“Well not hate but... I I don’t like it.”

“And you’re not really comfortable at all are you?”

“Not even a little bit. Sorry.” Fluttershy sighed and looked at the ground.

“Ok. We’re not going. We’ll figure this out on our own somehow.”

Twilight eagerly returned to her research. She tried not to think about the weirdness that just happened. She felt a slight sigh of relief. The idea of being in such an awkward situation wasn’t ideal for her either.

Some part of her was disappointed. Not that she was looking forward to it but she wanted Fluttershy to see the problem as she did.

Twilight sighed and let her eyes rest in the pages of her current volume. Maybe the words would leak through her eyelids somehow and give her the clues she sought.

A small cough sounded behind her. Twilight knew Fluttershy was waiting for some response. She turned and found a bright red pegasus staring at her.

“If- if I talk to Bon Bon to make sure she’s ok with this I might feel better about it,” the reddened pony declared.

“You sure, you don’t have to-“

“Yes. I want to get past this. It feels like our relationship is on hold because of it and I want to move forward together.”

“It’s not that bad is it?” Twilight stammered. A song of guilt sang through her. Had she been thinking about this too much? Had she been too pushy? She can be pushy.

“Well… yes…a little but mostly I want to see you happy. And if me doing that makes you happy then I should at least talk to the ponies involved. I’ll be back.”

Twilight tried to concentrate on her book but the words swam all over the page. Any word that could be misconstrued jumped out at her. “Head”, “tail”, “coming”, even something as innocent as “cider” produced naughty juicy images in her mind.

Twilight couldn’t escape her problem in a book so she decidedly closed it. Instead she decided to do the next best thing. Frantic pacing.

She had blown past her hoof step goal long before Fluttershy returned. Twilight looked for any signal a decision had been reached. Her girlfriend’s posture told her nothing.

“Well...”Fluttershy began in a whisper. “Can we try ...before? One more time. If it fails this time then we should go.”

“You want to? Now?”

“Yes. I want to make sure we tried all we could. And, umm, also…” the timid pegasus hestated. Her face brightened with scarlet light.

Fluttershy moved closer to Twilight’s ear. The Princes could feel the soft, warm breath. It lightly tickled her. She could feel her excitement start to well up in her inkwell.

“The thought of you trying so hard is getting me wet,” Twilight’s girlfriend admitted. It was so quiet. Twilight scarcely could hear it. But when the words reached her brain it froze the motions inside it so that it was all she could hear.

This was the first time Fluttershy had ever expressed her own desire. Twilight had always initiated. There were times when she thought that she was the only party interested. She could barely contain her own excitement. Her magic closed the doors to the room they were in.

This time Fluttershy launched herself on her mare. The small delicate kisses drove Twilight to a new level of excitement. If anything would work it would be something like this. Fluttershy looked like she was chomping at the bit for it.

Twilight walked through the streets of Ponyville like a criminal. Fluttershy followed in tow. The pegasus locked her eyes on the ground. It hadn’t worked. Fluttershy had done all she could but still the exciting conclusion was still out of reach. As promised the couple walked to Lyra and Bon Bon’s house in silence.

The unicorn didn’t know what to say. Obviously Fluttershy felt awful about it. She could only hold her with her wings while she hid in shame. Twilight knew then they would have to go. They needed to find the answer to this. But it still felt uncomfortable. She looked at the ponies they passed like they knew what she was up to. She could feel judging eyes around each corner.

The feeling propelled her to move faster. Fluttershy moved closer and kept pace. Twilight could see the house. They just had to get inside. They would have gone. There would be no turning back then. Was she really looking forward to this? Was this really for Fluttershy’s benefit or her own?

She rushed to the door and stopped abruptly to knock. The pegasus behind her slightly bumped into her causing her to turn. They looked into each other’s eyes. Twilight could see the sadness and disappointment in those eyes. They threatened to burst into tears at any moment. She couldn’t let that face down now. This had to work. She quickly embraced the little pony and held her close. Fluttershy melted and buried those eyes into her chest. She knocked. And threw any embarrassment out of her mind. This was for her girlfriend. For Fluttershy.

The door opened and Lyra’s excited expression greeted them. She quickly read the mood and her expression fell. “You tried and it didn’t work again huh?” the intuitive unicorn rightly read.

Fluttershy nuzzled closer to Twilight who curtly nodded.

“Come inside. I have got everything ready. Don’t worry you two. We'll get to the bottom of this. Just think of me as your sexpert.”

Twilight could feel the pegasus shake slightly at the mere mention of the word sex. She wished there was a way to talk the timid mare down.

They entered and Twilight was surprised to find that the home was completely different from the last visit. Normally Bon Bon and Lyra’s home was bright and lively. The couple had been invited over many times and it was always so enlivening. But that she saw here was the opposite of that. The room was barely lit except for candles. There was a bag in the middle of the living room on the table. It was surrounded by comfortable looking couches. The house was filled with the soothing sounds of a lyre playing. Twilight figured it was Lyra’s own recorded work. Next to the bag were two bottles of wine on ice and four glasses.

Lyra ushered the couple in silently as if her voice would break the ambience she had made. She indicated a couch where they should sit and nodded approvingly as they did. She took the couch opposite them and waited quietly.

“Are they here?” Bon Bon shouted from the kitchen.

“Yeah they just came in,” the giggling unicorn answered her mate.

Bon Bon arrived in a red robe that looked like she was hiding herself. It was the type Twilight had seen in the spa. It seemed really out of place here in this setting. This room was anything but relaxing and comfortable.

“It didn’t work after all, Fluttershy?” sighed the earth pony. “I understand the situation but I’m not sure how comfortable I am with this.”

Fluttershy shook her head. “But you said that if it didn’t work to come here. I...We… need this,” Flutttershy pleaded. Her voice was heavy with worry and sadness. “We have tried everything we could on our own. Twilight has been searching for a solution for a long time. I’ve even tried being more assertive but it doesn’t seem to help. You two have one of the strongest relationships in Ponyville. Everypony knows that. I don’t want this to be a thing that comes between Twilight and I. Please help me...c…c…cum.”

Both Lyra and Bon Bon stared at the red-face pegasus in shock. “I think I nearly came myself,” Lyra said.

“Lyra!” Bon Bon chastised then shook her head rapidly. “Fluttershy, I appreciate your situation. I do. It’s just…are you sure this is how you want to learn?”

“If Twilight hasn’t found any other method than this is the only way,”the little pegasus reasoned. “It’s uncomfortable. It’s kind of dirty feeling. But we would like to try. You said you would at least try right?”

Bon Bon stared at Fluttershy’s strawberry red face and sighed. “Fine. But if it gets too much for you or me then we should be able to stop at any time. We need a word that tells us all it’s over. No pony should feel pressured here. And hooves to your mates only.”

“Ok,” Lyra said in a much brighter tone. Twilight couldn’t help but wonder how she was so comfortable. But then not everypony was as prudish as the Princess was. “Let’s use the woord.. pen cap!”

“Pen cap?” Fluttershy echoed. “What does that have to do with this at all?”

“Nothing, that's why it works. None of us will say it in excitement. Now do you want to see me demonstrate on Bon Bon or Bon Bon on me?”

“No! I’ll do it!” Bon Bon interjected. “I don’t want to see Twilight’s face as she watches you climax. Besides you said you know about all the… stuff you bought.”

Lyra nodded enthusiastically. “Yes I found some stuff I’ve been wanting to try too.”

“Such as?” Bon Bon raised an eyebrow with the question.

“It’s called the shocker and it puts two...”

“We’ll talk about that later, Lyra,” Bon Bon sighed. “Right now we have to help our friends.”

Lyra moved away from the bag she was reaching for. She settled back down and placed her “teacher” face on. “Ok have you guys ever used a dildo?” she started.

Both Twilight and Fluttershy shook their heads.

“Lyra! Don’t start like that,” Bon Bon stated. “You have to get them relaxed first. Twilight how do you two normally ..start?”

Twilight blushed. She thought they would talk a little more. But if Bon Bon wanted to get this over with quickly she was willing to try. She slowly reached her hoof between Fluttershy’s legs.

“Whoa! Wait! I don’t mean start with...that right now,” Bon Bon exclaimed, placing her hooves up. “I mean, you don’t just thrust your hooves between her legs, do you Twilight? There’s snuggling and kissing and stuff. You know ...romance?”

“Oh right...” Twilight said blushing. “Well when we want to make it special we normally do something like this. Wine, candles, snuggling. You mean like that?”

Bon Bon’s face went equally red. She downed the glass wine then refilled it. “Well we have all that here. It will help you both relax. If we’re really going to do this we need more wine. But don’t get so loose that you can’t think for yourself. You won’t remember what we taught. And I don’t want either of you saying that the wine made them do it. So let’s all prepare to ...do whatever it is this is.”

The four friends followed Bon Bon’s example. It wasn’t long before the group was much more relaxed. Even Fluttershy smiled at Twilight with a carefree look. This might not be that bad.

Twilight could feel her apprehension relent. She felt that the world was nicer and this idea didn’t sound nearly as embarrassing. In fact it felt so simple an idea. They had a problem so their friends were helping. It made sense.

She looked over at Fluttershy. The pegasus’s eyes were half open. She seemed to be in the same mindset. She looked so beautiful. The alicorn leaned into that beautiful mare just because she knew she could. Her girlfriend bit her lower lip and leaned back. They looked at each other and Twilight wondered if she was bold enough to kiss her. She glanced at the other couple. They were unabashedly making out.

She turned back to Fluttershy only to be met with a yellow pair of lips. She was knocked on to her back and folded her wings back to avoid crushing them. The mare on top of her felt so light. But the weight was so comforting that she relaxed just like she would at home. She forgot all about the other couple and could feel her body getting excited at where this was going.

Then Lyra began to moan. It was a soft, excited sound. The pleasure in it was apparent. It was nothing like the soft coos that Fluttershy would make every so often. And nothing like the loud exhales of mmms that Twilight herself released. It was a deeper and more satisfying sounding.

Twilight and Fluttershy couldn’t help but glance over. Bon Bon was flushed looking and had her head between Lyra’s legs. The couple blanched as they watched Bon Bon head bob up and down with her lips on Lyra’s nipples. Lyra’s rear hooves curled in excitement. The ecstatic mare glanced at the audience.

“Have you guys ever...mmm...tried this?” Lyra asked as her panting filled the room. “You just have to be very gentle. At least at first. Mmm. Right Bonny?”

The unicorn had no shame. She pawed her lover’s head. She looked like she was trying to get that head lower but she simply placed her hooves on it gently.

“Try it Fluttershy,” egged the writhing mare. “Twilight will love it.”

“Now wait, this was supposed to be for...” Twilight’s protest was cut off as her mare followed the command. She looked so calm. Then Twilight remembered the light body on her. Pegasi’s bodies were lighter than the other ponies. Alcohol affected them more. Twilight suddenly worried that the alcohol had imbibed too much.

She observed the little pegasus’s movements. Fluttershy wasn’t tipsy and the Princess could tell she was still in control. A drunk Fluttershy was klutzier than normal Fluttershy and had that cute hiccup. This Fluttershy was a pony pleaser. And right now that pony was Twilight.

Twilight tried to put the brakes on her own excitement. But as soon as the pegasus’s gentle lips lightly touched her breasts all thoughts ceased. It was like lightning arcing through her body. It reminded her of the magic she used time and time again but the raw power didn’t bring such pleasure.

“Uuuuhh,” the Princess of friendship moaned. “This is supposed to be for you.”

“It’s for both of you,” Bon Bon said, rather red in the face. “Princess, tee hee, you need to relax. I’m guessing that you approach sex like you do everything else. Like a problem to be solved. It puts pressure on your girlfriend. That’s probably why Fluttershy is having such a hard time. Now if you both can relax and enjoy each other that will make the rest of this much easier.”

Was Bon Bon right? Had she been putting too much pressure on her girlfriend? Maybe she might have put too much pressure on herself. She followed Lyra’s example and just relaxed into the pleasure.

“Ohh, ahhh,” Twilight heard herself saying. Her nipples felt rock hard. The soft mouth wrapped around one and slowly pulled the hardened peak further into that warm wet mouth. The alicorn arched her back and could feel her body flailing on its own. For once she didn’t control it. She didn’t fight it’s motion. She just let the pleasure encompass her.

“Who thought ..aaah..the quiet book pony would be so loud?” chuckled Lyra.

“That’s exciting you a lot isn’t it?” Bon Bon asked in a sassy voice. “I can tell. You’re soaking our couch.”

“Oh should we start the lesson?” the unicorn asked. “Weren’t we suppooosed demonstrate toys? Mmmm.”

“You started this Lyra...”Bon Bon chided. “ You want to show them how we do it. So we are going to show them. And let’s see if the Princess can get her girlfriend off.”

The earth mare was between the unicorn’s legs now. She looked over at Twilight with a grin of pride. Then her head disappeared between Lyra’s thighs and her tongue started to explode that deflated flower.

“B-B-Bonny? Are you really going to do this here? With them watching?!” Lyra finally blushed. She was answered by that tongue and flopped back in ecstasy.

Twilight found herself mesmerized by the scene. The unicorn she grew up with and known for years was actually getting sexually stimulated in front of her. Until she felt a soft wet tongue glide across her own open book. It slid between the crinkled pages and danced close to her book mark. She shuddered. It was something that Fluttershy had never dared to try.

Most of their intimacy was focused on Fluttershy. Twilight would climax through hoof rubs and the occasional grinding session. Fluttershy had always been too shy to try any oral herself. Twilight knew that her mare was special and needed to be handled with care. She didn’t want to press anything on her. Instead she became driven to give pleasure rather than receive it.

“Bon Bon! Uhhh,” Lyra shrieked then collapsed on the couch. Twilight glanced over in shock. Bon Bon got her off in minutes! The earth mare sat up with a self satisfied grin.

“That’s what I can do to my Lyra,” she declared triumphantly.

“Bon Bon,..uhhh..I don’t think of Lyra like that..aaa,” clarified Twilight as she fought off more moans. Fluttershy was a little all over the place. The pegasus’s tongue touched the bookmark this time. “Oooo.”

“This is really just about Fluttershy?”

“Uuu..yes!”

Fluttershy looked up with a large smile. “I got her to scream ‘yes’. That’s what I’m trying for right?”

Bon Bon looked at the struggling couple and her anger released in a sigh. “I believe you Twilight. So I will help you both.”

She got up off her couch, leaving the deflated unicorn grinning like a buffoon. The earth mare trotted over and glanced over the pegasus’s shoulder.

Twilight’s face became a fireball and she nearly crushed Fluttershy’s head between her legs. She took a few breaths and remembered what she was there for.

“It’s ok Twilight,” Bon Bon answered the Princess’s red face. “You’re going to see mine soon enough. How do you think you’ll learn about these dildos? Now both of you are pretty tight lipped so it might be harder to find the landmarks you need. Fluttershy the spot you are looking for is right there.”

The earth pony’s hoof hovered right over Twilight’s excited quill. Twilight could almost feel the edges of the hoof touch the swollen tip of it. She grimaced in anticipation. Bon Bon’s face looked down with a sinister look. The mare knew exactly what she was doing. The hoof was so close. Twilight could barely stand it. She didn’t want Bon Bon to touch her but her body screamed that she needed that hoof.

“Go for it Fluttershy.”

The hoof moved away and was replaced with the slippery tongue. It aimed true and ran along the edge of her sealed scroll. The moistened sponge glided to the top of the pyramid and danced around.

“Ahhh!” the alicorn screamed. It was so good. It was like light from the sun had filled her body. It was so warm. She could feel the sun's rays trying to force their way through her lower lips.

“Now run your tongue down from there straight to her hole,” Bon Bon instructed.

The student followed the master’s command and the soft tongue slid down to her opening. It inched its way in. Fluttershy was inside her! A part of her girlfriend actually entered her. The sun increased in intensity. It became hot. Her back arched and her lower lips tried to kiss Fluttershy’s.

“Ooo my ...goodness...I can’t...it feels so good,” the Princess cried.

“Tell her how she tastes,” the Sensai commanded.

That blessed warm tongue retracted. “You taste a little like...a peach. A soft warm peach,” Fluttershy whispered. “And you’re so juicy. I could just eat you up.”

“Please...please do,” panted Twilight.

“Not yet,” Bon Bon said. “There is more for her to learn. Then Lyra will tell you how to return the favor.” The earth mare looked into the bag of toys and pulled out a small bent rod. “This one will do nicely considering how tight you both are.”

The teacher gave the pupil her weapon. “Start by pushing it in gently with your hooves but once it slides in easily I normally switch to my mouth. It’s more intimate and I can lick her clit from time to time.”

Fluttershy looked at the rod then looked at its goal. She slowly inserted the dildo and pushed on it. There was some resistance. Twilight wriggled and tried to grab whatever she could. The pegasus pushed a little harder and the smooth shaft popped past the tightened barrier.

“Oh oh oh, uhh, Fluttershy…”

It entered further in. And the bend reached out and brushed against her bundle of pleasure that caused the alicorn to shout in excitement. The sun’s heat threatened to explode.

“Your dripping Twilight,” Fluttershy giggled in her excitement. “That peach juice is running all over the couch.”

The pegasus pulled the stick back and the tension relented. That relief felt so freeing that Twilight simply sighed. The rod advanced again and nudged her inner fire center. It retreated and allowed the Princess to breathe again. The dildo repeated its dance and it became easier and easier to move. Fluttershy’s hooves glided the shaft in and out. The cycle of tension and release became faster and more desperate. It was augmented by a light lick. Twilight gasped.

“Oh, I’m sorry. I just couldn’t resist that flavor,” Fluttershy whispered as she slid the toy in and out.

“Oh oh oh, please Fluttershy,” Twilight gasped. “Keep doing that. It felt so good. Please ...that tongue… uhh.”

The pegasus complied and the licking increased as the wand did its magic. It was calling the sunlight. The rays filled Twilight’s lower body with such burning that she thought a laser would erupt.

“Suck on her,” came the command.

Twilight couldn’t tell if the voice was her own or Bon Bon’s. It was all so intense. The licks changed to a draw. The quill advanced into the mare’s mouth. Her hips thrusted on the rod and each one was rewarded with a rub against that button. She couldn’t bear it anymore and frantically grabbed Fluttershy’s head.

“Mmm?” The pegasus cried with a mouth full of Twilight. The Princess of friendship shouted in exultation as the sun’s light burst forth from her cavern. Heat and moisture flooded the gentle mare’s mouth and the peachy syrup was savored by the recipient.

“Ahh,” cried the unicorn on the couch. “I just came again.”

Twilight collapsed on the couch panting like a dragon. She looked down to see her lover slowly pull the dildo out and lick the edges of it. Did Fluttershy really like her taste?

She never really thought about how her mare tasted. It was kind of like grass or weed but a subtle sweetness. Like the scent of lavender. She took a few deep breaths and tried to think straight again. She looked around the room and noticed it was exactly the same. She was worried that her magic would explode in her excitement.

“Alright Twilight,” Bon Bon’s voice helped bring her back to her senses. “Your head should be clearer. Now you can fully focus on returning Fluttershy’s gift. I wish I could say the same for Lyra but her head never clears.”

“Mmm,” Lyra giggled, still weak from her last orgasm.

“Lyra! Don’t you have some pony to teach?”

“Mm? Oh yeah. I can scratch watching Twilight cum off my bucket list now,” Lyra chuckled and ducked the annoyed look from her girlfriend. “Ok Twilight over here. I’m going to show you those landmarks I was talking about on Bon Bon.”

Bon Bon laid back on the couch then suddenly sat up. “Why don’t you just point to them on Fluttershy like I did?”

“Because I want to show off my girlfriend’s superior puss. And I can play with it while I show her. I might have a hard time resisting doing that on Fluttershy.”

Bon Bon was about to retort then relented. A reminder of Bon Bon’s hoof hovering above her clit filled Twilight with understanding. She trotted over to the other couch as the earth pony got into position. Twilight could tell right away that this display was different. She had inner curtains that folded themselves to make a tail. It stuck out of the outer shields and swished as the mare leaned back.

“Now I know your curious Twilight but don’t touch her either. It may look a lot different then what you’re used to and mine but it still has all the same parts. Bon Bon’s lucky enough that she had this taffy out of her to suck on.”

Lyra wasted no time and began to lick her mare’s protruding creme colored tail. The earth pony shuddered and reddened. “Mmm L-Lyra, show her the spots”

“Alright,” the unicorn relented, releasing the curtain. “Now because Bon Bon has these tasty treats to play with I have to move them out of the way. The earth mare’s entire presentation started to glow a bright yellow and began to open up. The curtains and drapes revealed their secrets.

“What are you doing?” the displayed mare asked, quite shaken. “You’ve never done this before.”

“Well I never had to show any pony before,” the instructor explained. “Now this is what it looks like fully open. See this large reddened part? This is your girlfriend’s best friend. Watch.”

The golden glow concentrated on the long cone at the top of the display. “Oh oh oh,” the splayed pony screamed in surprise. “What.. are ..,you..ohhhh.”

Bon Bon found the side of the couch with her mouth and bit into it savagely. Her face was a bright red and her wet mane was becoming matted. Her forehooves pawed at the air in surprise and excitement.

“See?” Lyra said with a sly grin. “We unicorns … er… those with magic have the advantage here. But I normally don’t use it because it’s less intimate.”

“Lyra, that's her clitoris,” Twilight said flatly.

“Well yeah.”

“L-Lyra oooo…” cried Bon Bon with her cone still twinkling in the golden glow.

“I know what a clitoris is,” sighed Twilight, placing her hoof to her head. “What I could not find was something you called “a bulb of pleasure” and “the hole of glory.”

“Well technical terms are boring,” Lyra whined. “Those sounded more fun. So you can find Fluttershy’s bulb?”

“Ahhh L-L-Lyra...” cried the struggling mare breathlessly.

“I know where my girlfriend’s clit is.” informed the princess. “It just doesn’t work like you told me. I lick it but Fluttershy doesn’t coo or shudder. She almost looks in pain. So I stop.”

“Huh,”said the thoughtful unicorn. “Are you sure she’s wet enough? Some mares it’s too sensitive when they aren’t aroused enough.”

“If you don’t let go of my clit right now I’m going to.. to..,” Bon Bon shrieked. Her face was flushed and sweat beaded across her forehead.

Lyra turned with a sadistic grin across her face. “Oh you want me to let go now? When you are so close? Fine.”

The power faded and Bon Bon collapsed, gasping. “I ...huff...was ...huff ...going…huff…explode…”

“I thought that was what you wanted,” the teasing mare grinned wider.

“But...I need ...a second ... before you...” Bon Bon’s words ended as the golden magic lit her bulb of pleasure again. “Aaaah.” The earth pony wiggled around in pleasured agony. Her hooves pulled Lyra bodily on top of her. She aligned their hips together so quickly that Twilight could barely see what happened. The mare quickly placed her hooves on her lover's flanks and began thrusting into her. Lyra immediately answered back with her own hips.

They were having sex. Not dildo play or oral pleasuring but real, raw, empassioned sex. It was happening right in front of her. The princess couldn’t help but stare as her two friends moaned and bit one another in desire’s fury. It was intense. It was beautiful.

In that moment Twilight felt deep shame. She shouldn’t be watching. She shouldn’t enjoy it so much. She shouldn’t be so deeply jealous of their lust.

She looked over at her own girlfriend laying on the couch behind her. The pegasus’s eyes were wide. They watched the couple with the same shame and excitement she felt. One of Fluttershy’s hooves covered her mouth. The other...the other was rubbing herself. Fluttershy was maturbating to the couple having sex across from her. Finally the pegasus’s eyes found Twilight’s.

“Please, Twi,” Fluttershy whispered. “Help me. It won’t work if I’m not looking at you. Not just your eyes or the top of your head but you.”

Twilight suddenly understood. She had been so focused on pleasuring the pegasus that she didn’t see her. Not her beautiful face. Not those lust filled eyes. Fluttershy wanted to see her. Like those two were now.

The Princess held Fluttershy’s gaze as she swiftly moved back to the couch. The yellow hoof still circled that special spot Twilight tried to excite so many times. As she approached her lover lifted her hoof to show the glistening flower. The pegasus slowly spread her legs apart and pulled Twilight on top of her.

Twilight adjusted her lower lips and they kissed Fluttershy’s. Their landmarks aligned perfectly and the alicorn’s lower horn brushed against the horny mare’s pistol.

“Oh uh huh,” the little pegasus cried. It was the first time Twilight had ever heard her moan. It was working. The unicorn began to thrust . She shook as the pony under her shivered. Twilight felt gentle hooves on her flank as her pelvis was pressed into her lover’s. A set of yellow wings encapsulated them both. They were locked together in motion.

“Mmm, ahh, oh my,” Fluttershy cooed as the pair began to ramp up. Twilight’s face grew hotter and her loins quivered in anticipation. She wanted Fluttershy to cum. She needed it. Please. The space between their legs was a slippery mess. And the unicorn’s “bulb of pleasure” brushed the edge of her lover’s. It was met with a rush of heat from the pegasus’s glory hole.

“Ooooo,” cried Fluttershy as her face became red. Sweat started to glisten on her brow. She looked into her lover’s eyes. They shimmered in the flickering candle light. Then they filled with water. Tears? Oh no. No no no.

“Fl-Fluttershy ...pant pant,” wheezed Twilight. “Are you … huh huh ...alright?”

“It’s...huff… stuck,” the little pegasus cried. “It’s… huh … there… but it’s…it’s… not coming out.”

Twilight felt a raw burning in the pit of her stomach. She failed. She had tried everything she could think of and gotten so close. But still couldn’t get her mare to the happy place she deserved. Fluttershy should feel the pleasure of release. But maybe Twilight was not who she really wanted. Maybe another pony could..

“I...think...huh...I need…you inside,” breathed the panting pegasus.

Twilight took a big breath to stabilize herself. She wondered if it could come to this. After her magic battle with Trixie she looked up how to turn a mare into a stallion. She performed it on herself a few times to test it. It was awkward and strange. Derpy never looked at her the same after their experiment. It was also a painful transformation process. But if that is what Fluttershy needed then she wouldn’t let her suffer any longer. Her horn glowed and...

“No! Stop,” cried the timid mare. “I want you. Not the stallion version. I like the way…your...you feel on me. I just need something to help ...inside.”

“We have just the thing,” cried Lyra from behind the couple.

Twilight and Fluttershy turned their heads to the excited unicorn rummaging through the bag of toys. Twilight started to slide off of her lover but a pair of yellow wings gripped her closer. “We’re too close to stop now,” she whispered.

“This,” cried Lyra in triumph. Her magic encased a long wand. It was smooth to a tapered end on either side of it. “This is a double ended dildo. You both can put it inside you at the same time. It’ll feel like you’re fucking each other from the inside. I found it in the store today and really want to try it out.”

The unicorn looked over at her lover. Bon Bon was still panting from their last session. A slight grimace was on the exhausted mare’s face. “If you want to use that, huff huff, you’re going to have to give me a minute. I think, huff, I’m going to need a bottle of water. I haven’t, huh, cum like that in a long time.”

“A bottle of water? I came, like, four times already and I can keep going.”

“You can live off of sex alone, Lyra.”

Bon Bon shakily got up and made her way to the kitchen. Lyra turned to the couple still grinding on the couch. “While she does that, why don’t I check your cunniligus technique.”

“Huh, will you be ok? If I switch to that, huh, Fluttershy?” Twilight asked the soggy pegasus. She received a nod from her red-faced lover and slid herself down into position. Twilight could feel the moisture and heat radiating from Fluttershy’s open blossom. It was much more intense than she had ever seen. Twilight opened her mouth and began to probe it with her tongue.

“Squeak!!” was the response. Twilight wasn’t sure if that was a good sound or not. It certainly wasn’t any sound Fluttershy had made before.

“You might want to get her ready before you just attack her clit, Twilight,” Lyra suggested, moving closer to get a better view.

Twilight moved her tongue off the inflated ball. She let it drift towards the open honey pot that was leaking its contents on her lower lip. She slowly slid tongue into that warmed wet burrow and then slowly withdrew it.

“Ohh, Twi-Twi- Twilight,” stammered the heaving mare. “Can you get a little d-d-deeper...please.”

The alicorn opened her mouth as wide as it could go and stuck her tongue in as far as it would allow. She found her snout nuzzling that swollen bulb with the action. The cavern quaked and shook. It started to collapse and open again. Each thrust brought the mound of wet further into Twilight’s open mouth. It filled with that lavender and lilac flavor that she never knew was so sweet and exciting. She felt her own cavern start to warm. Some of her juice started to flow.

“Why don’t we switch to the piece de resistance,” Lyra quickly said, taking the double ended dildo out and levitating it to Twilight. “Now you just-“

“You know what Lyra? Lay down. I’ll demonstrate this” Bon Bon declared and gently shoved her lover onto the couch. “Fluttershy push Twilight over.”

“Wha?” Fluttershy’s flushed face filled with confusion. She was practically drooling in her state and her eyes had problems focusing.

“You heard me. Twilight lay down. You’re bottoming for this. That way Fluttershy can set the rhythm she needs.”

“Oh I couldn’t possibly.” stammered the barely conscious pegasus.

“You need this Fluttershy,” the earth pony insisted. “You need to take control. The orgasm isn't only up to Twilight, you have to make some effort too.”

Fluttershy shakily shoved her alicorn over. She looked so frail but on the edge. Twilight hoped she could focus on what she was doing.

The pegasus reached for the dildo frantically but Bon Bon handed it to her. Fluttershy grabbed it with both hooves and looked at Twilight’s open target. There was a need in her eyes that the Princess had never seen.

This didlo was thicker and longer than the last one. The pegasus was mad with desire. Twilight felt the long plastic shaft shakily enter her. It wasn’t slow like the last one. Her lover’s need was too great. It felt more like she was being stuffed like a burrito.

Twilight bit her lower lip as the dildo shoved it’s way far deeper than anything ever had before. She wanted to cry out. To scream in ecstasy. But it would cause the pegasus to doubt herself. Fluttershy would think she’s hurt and get turned off.

Twilight opened her eyes as her lover climbed on top of her. Fluttershy’s quivering lower flower greedily devoured the shaft. It slid in with the extra juices help. Those extra juices leaked onto the alicorn's own library.

A demon looked down on the princess. A demon of lust as Fluttershy’s ravenous petals thrust the didlo fully inside. The soft flower slammed into the dryer tome. The next moment Twilight was aware that her gentle pegasus’s bulb was on hers.

Twilight wrapped her hooves around her girlfriend’s hips and started to ride the shaft. Fluttershy face was red and flushed. The little pegasus was sliding in such a violent rhythm that the alicorn could barely match her.

More nectar streamed from the blossom. It filled Twilight’s volume and made it easier to thrust. The couch filled with that flowery scent and aroused the Princess further. They began to thrust at each other.

Fluttershy’s body shook. She quivered and strained with each thrust. Her eyes bulged and she grabbed Twilight’s face. “Look at me! I need you to look at me!”

The shout brought the Princess’s eyes up like a magnet. The mare stared into the eyes of her lover and smiled just a little. “Twilight…Twilight…I’m I’m cuming.”

Fluttershy’s body arched and a cascade of liquid shot out of her bud. The clear fluid rained on Twilight’s open book flooding further.

Twilight thrusted faster than ever. She had never seen something so beautiful and arousing. Her lover finally peaked with her help. Twilight’s body arched and she grabbed on to Fluttershy’s flanks. The soft doughy balls of muscle and fat felt so good under her hooves from this position. Pulling them into her and feeling that shaft go so deep. It wasn’t long before Twilight climaxed with a “nyeeeeh.”

Fluttershy stared at Twilight with big eyes and a large smile. She slowly slid the shaft from her leaking foliage and removed the other side from Twilight.

The pegasus nuzzled her alicorn. “I love watching you cum. I love the look on your face when you do. Did pulling on my flanks help? We’ve never done that before.”

“That and watching you cum,” Twilight heaved. “It was beautiful. And sexy. Sweet Celestia that got me wet.”

“Could you say that again, Twilight,?” A voice called out from across the room. Lyra and Bon Bon were positioned similarly to the other couple.

“Lyra!” Bon Bon hissed.

“Oh come on! The nerdiest pony I know just said she got really wet. That doesn’t turn you on a bit.”

Bon Bon’s face reddened. “Well… maybe…a little.”

“I think we better go now before this gets any weirder,” Fluttershy suggested.

“Probably a good idea,” the blushing earth pony agreed.

Twilight sniffed the late night air. The rush of wind dried more of her sweat soaked hair and mane. She felt lighter and more relieved than she had in months. She didn’t want to admit how satisfied she felt but it was still there.

Fluttershy was glowing. She hopped about like a little foal.

“Oh my, that was so exciting and felt so good. I’m glad we came.” Fluttershy admired.

“I’m glad you came,” Twilight said with a cheeky smile. She normally hated double entendre sex jokes but she felt so good that she didn’t mind.

“Oh ho ho, you,” the pegasus said playfully. “I feel so light. We should fly home. Right now!”

Twilight looked at the bag between her wings. Then into the night sky. “You know… I wonder how many ponies can see us on those higher clouds.”

Fluttershy reddened. “Now you’re going too far.”

Twilight put her hooves up defensively.