Twilight Fucks Ponyville

by FirebirdSparkle

Caught In The Act

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Author's Note

This chapter does make reference to TFP Chronicles - Dragon's Treasure. I did my best to make it easy to follow along if you haven't read that story, but I do still recommend reading it before this chapter.

That being said, I have one idea for the next TFP Chronicles (Applejack finally gets her own fantasy fulfilled and Applebloom gets in on the action as well). Maybe something with Rainbow and the Wonderbolts after. Suggestions are still welcome, either as comments or DM me if that works better.

Also, time for another story question! Should Twilight's new spell work perfectly as intended, shutting down her influence on other ponies for as long as she has it cast, or should it work more like a bottleneck, where the longer she has the spell active the more built up her influence becomes until she drops it and hopes no pony is close enough to feel that kind of effect? If the latter gets more votes, who's the lucky or unlucky victim who teaches Twilight this condition?

Side note, it is so hard to work when you have a cat that likes to walk in your face while you're typing


Caught In The Act

Spike could still hardly believe how quickly his life had changed within the span of a few days. After years of pining, he had finally gotten a chance with the mare of his dreams. Sure, it didn't play out nearly how he had envisioned it in his own fantasies, but what he had gotten was far better by comparison. Now he was visiting her every day for some 'special care', and even got an actual date just the previous night. Things couldn't be better!

Which was also why he was so worried. There was one glaring piece of the puzzle they were both dreading: Twilight. Sure, she seemed to be quite busy with... whatever she had been up to the past week, and she hadn't asked Spike about where he was most of the time. But he still didn't have a good answer for when that question did finally come around; Twilight would see through almost any lie he told her, and he couldn't just admit to her that he was fucking their best friend.

So what could he do?


Rarity sighed as she heard her latest customer leave her shop. Spike had been satisfying her needs for several days now, and they had both found that their initial confessions weren't just a spur of the moment thought spoken aloud. Rarity decided it was about time she treated the dragon for all he had done for her and arranged for a real date for the two, and it was probably some of the most fun she had in a very long time. Maybe because she didn't feel like she had to work so hard to earn his attention like she would've with so many of the others she pursued.

But that made it even harder for her to accept that there was the possibility that this couldn't last. Spike kept assuring her that Twilight was busy with her own agenda, but Rarity already knew she was a part of that and Twilight would come back around sooner or later, either to discuss just what they were now or even just to ravage her again. She still had no idea how Twilight or Spike would react to finding out she had slept with both of them. Thinking about it that way certainly didn't help ease her worries.

One thing was for sure, though: she and Spike needed to work out just how they were going to admit this to Twilight. The secret sex was one thing to keep from her, but if they truly wanted to pursue a real relationship out of this, they couldn't keep that away from her. Rarity also knew she'd have to somehow reconcile with the both of them if she wanted to fuck Twilight again, but if she had to only have one of them in her bed, she would gladly take Spike.

Rarity finished penning her letter to the dragon and sent it off. Whether they like it or not, they had to sort this out. Rarity only hoped she didn't get too distracted along the way.


As soon as the two were able to stand once again, Twilight and Cheerilee set about cleaning up the classroom before they parted ways. Twilight looked to the sun hanging just above the horizon; Rarity should've closed up shop about now, and Twilight had time for one more visit before she turned in for the evening. Might as well try to get one other relationship squared away.

Twilight spent half of her trip to the boutique looking over the little chart she and Cheerilee had made. Not because of what was written on it, but because it reminded her that despite the promise she made to herself to treat every pony she slept with like her lover, she still hadn't gotten a good grasp on where she stood with most of them. Granted, the only viable ponies she had slept with after she made that promise were Applejack and Fluttershy; Twilight still didn't want to risk pissing off three of her best friends by pursuing any greater relationship with their younger sisters. Mrs. Cake was already married, and she was pretty confident about her and Derpy's relationship.

Still, that left quite a few ponies to talk to, not to mention any more that Twilight added to her harem. She knew there would be more; she still had a scrapbook to fill, after all. Speaking of, she used her magic to swap her chart for said scrapbook, flipping through the first few pages and smiling at just how content each mare looked in their photograph. Oh, and sexy as fuck.

Twilight sent it back to her library as she strolled through town towards the boutique. Several ponies were closing up shop and relaxing for the evening, while others were still out and about enjoying the late summer air. Twilight herself was thankful she could just take a walk again. Teleporting was convenient, but there was something about being able to sit with her own thoughts with nothing to worry about but getting to her destination.

Said destination arrived before her sooner than she had expected; perhaps she had gotten a little too lost in her thoughts. Regardless, she stepped up to the front door and gave it a small knock, figuring that the fashionista might still be in the showroom reorganizing. When she heard no reply, she knocked on it a little harder.

Still no reply. Twilight attempted to open the door herself and was surprised to find it unlocked. She stepped inside, quietly shutting the door behind her as she called out Rarity's name. Still no response came, prompting Twilight to wander through the dark halls to find where the alabaster unicorn might be. She cast a small glow from her horn to light her way; strange that Rarity didn't have any candles lit. Twilight began to wonder if she had turned in for a very early night when she heard some faint sounds coming from Rarity's bedroom.

As Twilight drew closer, she could make out Rarity's distinct moans coming from the other side; figures that she'd show up when Rarity was pleasuring herself. She was really going at it too; Twilight could hear her bed creaking so hard it sounded like it might break underneath her. Twilight wasn't sure how well Rarity could get herself off with a toy, or whatever she was using, so she decided it best that she get in there and give the unicorn what she really wants. She opened Rarity's door to find her face first in the bed with...

"SPIKE???!!"

Both Spike and Rarity froze in place from the sound of their intruder. Nobody dared make a move or a sound. Rarity kept her face buried in her pillows, praying to Celestia above that she did not hear what she thought she heard. This was absolutely not the way she wanted Twilight to find out about this. She should've known better, too; she knew Twilight was going to come back around eventually, and she even discussed with Spike that they needed to be more careful. She just couldn't help herself once he was in her bedroom again.

There were so many things running through Spike's head that he didn't even know where to begin. Of course Twilight finding them out like this was bad enough, but he immediately questioned to himself why Twilight thought it okay to open Rarity's door when anyone could tell what was going on inside; Rarity certainly wasn't keeping her voice down. Then there was the unusual shape propping up Twilight's skirt, something that Spike was pretty sure wasn't supposed to be there. Twilight was also casting some kind of spell, but Spike didn't see her aura on any nearby objects, so what the hell was she doing? Sure, he probably should be spending more of his energy putting together his own explanation, but if he knew one thing about Twilight, it was far easier to win an argument with her by putting her on the spot than anything else.

Twilight didn't have as hard of a time putting the pieces together. This, at the very least, explained why she hadn't seen or heard from Spike over the past week. She theorized that Rarity was still left wanting after her own visit, and coerced Spike into providing for her. The burning question on her mind, then, was what their relationship exactly was. That was going to determine whether she was very happy for them or if Rarity was about to be smacked against the wall.

She was the first to break the silence. "Okay, I have a lot of questions, but let's start with the most important. Spike, how did she get you into this?"

Spike flinched at the mention of his name, but recovered quickly and put his plan into action. "Uh, I think the better question is, why did you just walk in on us like that?" Perfect.

Twilight simply raised an eyebrow, and Spike realized he might've played that card a little too early. Twilight was hard to deter when she wanted a straightforward answer, and somehow Spike got the feeling this wasn't going to end up exactly how he and Rarity thought it would. Whether it would end up better or worse was still up in the air. "Heh, right, um. So remember that morning that Rarity sent for me to come by?" Twilight responded with that slow nod that indicated 'keep going'. "Yea, so I might've found her... enjoying some personal time, and I kinda got a little carried away, one thing led to another... you know how it goes, right Twi?"

If this had been a week prior, Twilight wouldn't have believed him for a second, but considering how many times she'd been in a situation where these things just happened, she was willing to give him the benefit of the doubt. It also didn't sound like he was covering for Rarity, so Twilight suspected no manipulation on her part. Good. Twilight was still a little disappointed at Rarity's impatience. but she had already come to terms with the fact that she can't always be there for everypony she sleeps with, and if she could sleep around so could her partners. Which on that note, "So Rarity, are you two fuck buddies or is there something more here I should know about?"

Just like Spike, Rarity winced at her name being mentioned. "I... I mean, we... we're kinda, sorta, you know... dating?"
Her voice grew higher pitched with every pause.

She couldn't see it, but this did bring a soft smile to Twilight's face. Twilight simply stepped up to Spike and gave him a quick kiss on the forehead before whispering, "Good for you."

Spike blushed at the gesture, and while he was glad that Twilight wasn't about to magically skewer the both of them, it was his turn for some answers. "So, why did you just walk in the room like that?"

"Well, I wasn't expecting Rarity to have company in here, so I was originally planning to come help her myself." This admission earned her another blush from the dragon, one that grew exponentially when his attention clicked for a split second to her extra equipment. Spike would have never expected Twilight to be so bold, unless...

"Wait, have you done this with her before?"

Rarity was so glad that she still had her face hidden, otherwise they'd both be able to read the guilt written all over it.

"Wait, she didn't tell you? It was the day before she sent for you. Granted, it was just one time... say, Spike? It seems she was trying to keep some secrets from both of us." Rarity grew unnerved at the tone that had entered Twilight's voice, and even more so when she felt the alicorn's hands grab her hips and pull her further down Spike's cock. "I think we should teach her a lesson, don't you?"

If it meant that Spike could continue pounding his new girlfriend, he was up for it. He wasted no time in resuming his pace, his slight embarrassment that his adoptive sister was in the same room eclipsed by the sheer pleasure he got from fucking Rarity's tight pussy. And Spike was no stranger to the idea of sexual punishment, so he gave Rarity's ass cheek a good smack, rewarding him with a sharp yelp from the unicorn.

"OWW! Spike, what in heaven's name are you doing back there?"

"What, did you think we were going to reward you for trying to play this game?" Twilight replied, not sitting directly in front of Rarity's muzzle. She lifted her skirt and pulled her panties away, allowing her own massive cock to smack against Rarity's face; Rarity could swear it was even bigger than the first time. "No no no, you deserve a good punishment, and Spike and I would be delighted to serve it," Twilight teased as she shove her dick dick down Rarity's throat. She had to admit that while the slow and meticulous blowjob she got from Cheerilee a few hours prior was lovely in its own right, nothing could quite match the feeling of a mare's throat trying to milk her cock for all it was worth.

Rarity had almost forgotten how much Twilight abused her body the last time she was there. Spike was hardly a softie, but Twilight knew how to use Rarity purely for her own pleasure, and she seemed hellbent on capitalizing on that. Especially with what came out of her mouth next.

"Oh, and Spike? Don't let her cum, this is punishment after all."

Spike uttered a grunt of affirmation, and Rarity knew this was going to be a long night. She should have been able to enjoy having two massive cocks violating her body, but Spike and Twilight were so overwhelming that she wasn't even sure she could describe what she was feeling as pleasure anymore. She certainly couldn't when just as her climax would approach, Spike would slip away from her pussy and give her another smack on her rear.

Though Spike enjoyed toying with Rarity like this, he was also denying himself an orgasm by pulling out so often. "Fuck, Twilight this is really fun and all, but I kinda wanna cum too."

Twilight slowed her own thrusts, using her magic to lift her blouse and bra to expose her breasts to her loyal assistant. "Would you like to cum all over my tits? Would that make you feel better?"

Spike never once imagined that Twilight would ever offer some thing like that, but he wasn't about to turn own the opportunity. He scooted up the bed, pushing Twilight back just enough so he could comfortably rest his cock between her boobs. The tip of his cock sat just beneath the scrunched up fabric of her blouse, and Spike was more than happy to thrust against it as he grabbed her tits and squeezed them around his shaft.

"Mmm, you ready Spike? Are you gonna cum right into my shirt? Go ahead, Spike. Paint me with your seed. Show me just how much this dragon dick has saved up."

Hearing Twilight of all ponies say these things to him with such a sultry tone in her voice pushed him hard over the edge. His cock head flared and exploded with semen, seeping through Twilight's shirt and flowing all the down her breasts and stomach. While Twilight giggled and praised him for how much he let loose, Rarity could only watch in jealousy as she wanted all of that inside her.

When Spike pulled away from Twilight, however, all three of them could see that his dick was bigger and harder than it ever was before, and Spike was vigorously masturbating it. "Twilight, I- I don't think that was enough. I need- I need to fuck somepony right now!"

Twilight leaned over Rarity, her own cock sinking down the unicorn's throat and being held there for several seconds as she pulled Rarity's ass cheeks apart. "I think I know the perfect place for that monster cock, don't you Spike?"

Spike didn't even let her finish before he moved back behind Rarity and shoved his dick into her tight asshole, plowing into her with no hesitation. Twilight resumed her own throatfuck, violently thrusting until her own climax overtook her and she poured her first load of the night straight down into Rarity's stomach. She pulled out halfway through to coat Rarity's face, her sperm joining the smeared lipstick and runny eyeliner that already painted the fashionista's visage.

"Now that's a pretty sight," Twilight remarked, cupping Rarity's chin for a brief moment before using her magic to lift her up into Spike's lap. "Now it's my turn to fuck this prissy little pussy," she continued, effortlessly hilting herself in Rarity's snatch as she matched Spike's relentless rhythm.

Rarity was completely lost to the throes of her own pleasure. It became clear very quickly that punishment was completely out of the window now. Rarity's orgasms bled so well into each other that she was certain her first was the only one and it just kept going on and on. She wasn't sure how long Twilight and Spike were there stretching her insides beyond recognition, but she knew she wasn't getting any work done the next day.

She could vaguely make out the conversation Twilight and Spike were having around her, constantly admiring just how good she felt or the faces she made whenever her orgasm intensified. How much they were going to fill her up, and just how much was going to come back out when they did. It made her more and more eager to reach the end and see their words come to fruition.

She didn't have to wait much longer as Spike forced his cock as far up her ass as he could manage and let loose, wave after wave of sperm flooding her anus and barely squeezing back out the entrance. Twilight joined soon after, plunging deep into Rarity's cervix and filling her womb with all that she had. Rarity herself was just about ready to pass out from the sheer nervous overload she was experiencing, her anus and vagina rippling with pleasure.

When their afterglows had finally subsided, Rarity collapsed back into Spike's arms as the other two removed their cocks from her, watching as everything they gave her poured back out in spades. They sat their in a collective silence, recovering their breaths before Spike turned to Twilight with one final question.

"Sooo... you gonna tell me how you have a penis?"

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