At Fluttershy's side, Twilight lay panting. "It was," she agreed, sounding equally winded.

"At the end? Your eyes, um. Glowed? What happened?"

"Uh. When unicorns... experience powerful emotions... it can empower their magic." Twilight panted, sounding a little punch-drunk. "I guess that... really good orgasms... count as powerful emotions. And that it... goes double for alicorns."

"What was that spell at the end? That, um," Fluttershy blushed, and finished her sentence more quietly, "that filled me up?"

Twilight snickered. "I have absolutely no idea." Her breathing began to slow somewhat, and she no longer had to gasp for air. "I don't know if I could repeat it now. But in the moment, I knew exactly what to do." She laughed, delighted. "Magic! It'll never stop surprising me." She paused, and thought for a moment. "Definitely going to try to repeat it though..."

Fluttershy turned her head toward Twilight, so she could see her face. "And um. Thank you for licking me back. I wasn't expecting you to do that when I was still. Um." She ducked her head as much as she could, and felt a blush creeping across her face. "Still so full."

Twilight wore an amused expression. "I was kind of surprised at myself. I'm normally pretty fastidious about cleanliness. But in the moment... it just made it, um." Now it was Twilight's turn to blush. "Made it hotter."

"Oh, my."

Fluttershy remained silent for a moment, trying to decide whether or not she had the courage to say what was on her mind. As she did, a stray breeze ruffled her tail, and she glanced down to take in the state of her lower body. Upon realizing that she was practically coated in sticky fluid, she suddenly felt ridiculous.

How could she be nervous about sharing anything at all with Twilight, when she'd already shared so much?

"I noticed that you really liked it when I nibbled," she said in a sly whisper.

Twilight's eyebrows shot up, and her eyes slowly widened. "Oh. Oh, wow. Yeah. I really did. I had no idea that could feel so good. I borrowed one of Rarity's romance novels once, and the narrator talking about how much she liked the pain actually really took me out of the moment! I thought it was extremely unrealistic." Twilight pouted for a moment. "But," she continued after a moment, "I guess I get it now." Her eyes grew distant. "Really, really get it..."

Fluttershy knew which novel Twilight was talking about. Rarity lent it out to all her friends at every opportunity, because to her, it was the 'absolute peak of the genre, darling, oh you must read it!' Fluttershy had read it not long after meeting Rarity, and had had trouble meeting the unicorn's eyes for a week afterward. To say nothing of the flurry of late-night fantasies it had inspired.

"Oh, my, yes. Though I think it's probably best not to trust those kinds of books very much. They tend to leave out the um, less-perfect parts." Fluttershy gave the truly impressive Wet Spot on the bed that they had both been avoiding a significant glance.

A badly-stifled snicker was Twilight's reply. "That's probably true! Though... from what I understand, the general consensus is that first-time intercourse is supposed to be... well, bad. And awkward." She frowned. "And I guess this was definitely awkward at first. But the rest was uh... heh, wow."

"Well, um." Fluttershy said, as she suddenly found her forehooves very interesting. "I feel like I should remind you that, as nice as the very first time felt, you, um, did finish in two thrusts. You even pointed it out yourself," she said, chuckling slightly.

Twilight pouted. "Aw. And I was congratulating myself on avoiding that particular cliché."

Fluttershy giggled. "Well, if it helps, round two and three were, um. Very... oh, how did you put it? Very 'wow'."

Twilight gave her a genuine smile. "Really?"

Fluttershy giggled, and nuzzled her friend. "Really, really."

Then, she sighed, and rolled over so she lay on her front, and arranged herself until her head was pillowed atop a supine Twilight's chest. She stretched a wing out, until it covered Twilight entirely. "Twilight?" she asked.

"Y-yeah?"

"Do you mind if I nap here for a little while? You're very comfortable..."

"Oh, not at all. Go right ahead. I think I'll do the same. I'm feeling a little drowsy myself..." Twilight lightly draped one foreleg across Fluttershy's back.

Fluttershy took a deep breath, and felt a little thrill of joy at the way it smelled of Twilight. She closed her eyes, and felt consciousness already beginning to leave her. "Good..."

She fell into a peaceful half-doze. The disk of sunlight had moved across the bed, and was now warming their fetlocks. The gentle breeze continued to whisper in from outside, just enough to keep the room from growing hot and stale. The birdsong from outside had grown into a noisier chorus than earlier, and she found herself drifting in and out of awareness in time with its rhythm. The gentle rise and fall of Twilight's chest beneath her was the perfect metronome, and before long her breaths grew deeper and deeper...

She did not dream.

When she awoke later, it was a slow thing. She arose gradually, climbing incrementally back toward consciousness. As she did, she was surprised to find that the sense of peace and lassitude from before remained with her. She lifted her head slightly to find Twilight watching her.

"Welcome back. Have a nice nap?" Twilight said quietly.

In her current state of wakefulness, her mouth was much too complex a machine to operate. She settled for a happy smile and a dazed nod.

"D'you sleep?" she managed on her second try.

"A little," Twilight said. "Not very deeply though, and after I woke up, you looked so peaceful, I didn't want to wake you."

Fluttershy smiled and just nuzzled Twilight happily. Though her neck was beginning to grow a little sore in this position, so she scooted sideways, until she was on a pillow again. (Had they really made it to the head of the bed after all of that? How lucky.)

She took a deep breath and let it out slowly, and just allowed her mind to wander as it slowly woke up again.

Then, out of absolutely nowhere, a mischievous little imp of a thought came along, planted the seed of an idea, and flew away cackling. Metaphorically speaking, of course.

She blinked. Once. Twice. Realized she had to share it. She had no choice. "Twilight?"

"Mmm?"

"All alicorns are, well, like you? With both, um, parts?"

"Oh! Uh, yes. Apparently, it's been a bit of an open secret in Canterlot basically forever? I just, uh, never picked up on it." Twilight sounded slightly abashed. "I avoided the gossip circles, so it just never came up. And... well, I was taught that polite ponies Did Not Look, so I... didn't."

"So..." Fluttershy continued, tapping her forehooves together. "That means that Cadance and your brother—" She stopped abruptly at the choking noise from Twilight.

Twilight, meanwhile, looked like she'd bitten into a lemon that had just let out an orgasmic moan. Horrified, utterly bewildered, but—most of all—forced by an active imagination to consider further implications, whether she wanted to or not.

After several long seconds, during which Twilight's facial expression went on a journey worthy of a ballad, she finally covered her face with her hooves. "Fluttershyyyyyy!" she cried. "Nooooooo!" She pulled her hooves away from her face and gave Fluttershy a plaintive, desperate look. "How am I going to look them in the face the next time I see them?!"

While Fluttershy sympathized, Twilight's faces had been extremely amusing. Coupled with the thought of Twilight being adorably awkward around her brother and his wife, Fluttershy was beset by a fit of giggles. She desperately tried to stifle them by biting down on a hoof, but it wasn't working very well. "Oh noooo! I'm—hehe—sorry Twilight! I—hehehe—oh, goodness, you're right!" She finally gave up the battle, and descended into helpless giggling.

"It's not funny!" Twilight pouted.

"Oh, my goodness," Fluttershy said, trying her best to suppress the giggles, and failing mightily. "I'm so sorry Twilight. But you have to admit... it's a little funny."

She tried to fight it, but a grin twitched at the corners of Twilight's mouth. Finally, after heroically resisting for several seconds, she erupted into quiet giggles as well. "Okay, fine, it's a little funny."

Several minutes later, the two ponies had finally gotten over their giggle fit, and were laying in comfortable silence, when Fluttershy spoke.

"You know, I'm actually a little jealous of you."

Twilight shifted, and her ears flicked. "Oh? What for?"

"Well," Fluttershy said, "now that you have both sets of, um, parts, you can experience both kinds of pleasure at the same time. In fact," she said, ears flicking thoughtfully, "all the princesses can, can't they? Oh my..." she giggled, and covered her mouth with one hoof. "In fact, you could connect all the alicorns together at the same time!"

The burning red blush on Twilight's face was instantaneous. "What, like we were just little snap-together toys or something?"

Fluttershy only giggled harder in response.

Twilight threw her hooves into the air. "Besides! You couldn't have Luna and Celestia together. That'd be incest, and... well, ick." She stuck her tongue out at the idea.

Seized by a sudden wild impulse that could only have been the result of dopamine poisoning, Fluttershy leaned close to Twilight's ear until she was close enough to give it a little nibble. She did so, then whispered, "Not if you were in the middle."

Twilight's breath hitched, and her eyes went wide, then glazed over as her imagination took center stage. Then, her cock practically eruptedfrom its sheath, springing to full, throbbing hardness within moments.

Then, it somehow grew yet harder and thicker, until several veins stood out in stark relief. Its head flared wide, and the entire length twitched and throbbed powerfully. Twilight's breath grew suddenly more rapid, until she was nearly hyperventilating. Then, in a single sharp motion, she arched her back and, with a final throbbing pulse and a hoarse shout, she came. Hard.

The surprise jet of fluid caught her under the chin, and droplets of warmth splashed onto Fluttershy's chest. The pegasus, meanwhile, stared wide-eyed at the suddenly reemergent cock, transfixed by the speed at which it had appeared.

A second and third spurt of sticky whiteness erupted, splattering all over Twilight's chest as her hips made little jerking motions, thrusting her exposed cock into the air.

Then, as quickly as it had begun, it ended. Twilight collapsed back to the bad, considerably more glazed than before, panting heavily.

After a moment of shocked silence, Fluttershy finally spoke, her voice faint. "Good heavens. I didn't know that could happen."

After a moment, Twilight caught her breath enough to reply, "Me either. Wow."

Twilight spent a moment longer catching her breath before continuing. "I had no idea purely mental stimulation was even capable of inducing orgasm. Or that..." she blushed, remembering what had set her off. "Or that I was into that sort of thing."

Fluttershy nodded. "I guess now you have a new fantasy to consider."

Twilight blushed, but nodded thoughtfully. Then, she looked down at her chest and belly, and made a face. "Ugh. I made a mess. I guess it doesn't make much difference at this point, but it's the principle of the thing." She paused for a moment, then continued, her tone wry. "You know what annoys me the most about all this?" she asked, turning to Fluttershy.

Fluttershy, who had no idea what Twilight was talking about, simply shook her head.

Twilight gestured lazily with a hoof down at what lay between her legs. "I don't even mind the penis. Not really. Not even when it was giving me all this trouble! Like I said, I feel really fortunate to be able to experience both ends of the spectrum. Almost no other pony ever has that opportunity!" She shook her head. "No, it's the fact that the anatomy makes absolutely no sense whatsoever."

That... was not what Fluttershy had been expecting. She blinked. "What do you mean?"

"I mean that in most mammals, ponies included, during development in the womb, the same proto-organ develops into either the penis, or the clitoris. So, while it would be..." she faltered for a moment, then finally managed, "... weird, it would at least kind of make sense if my new friend here was actually just an enhanced version of my clitoris." She threw both forehooves into the air. "But it isn't! It's totally separate! Just kind of pasted on there, just between my teats and my vulva!"

After a long moment of silence, Fluttershy realized that, even though it seemed like she should respond to that somehow, she had absolutely no idea what an appropriate response might be. She concluded that discretion was indeed the best part of valor.

Meanwhile, Twilight had lapsed into contemplation. "You know," she said after a moment. She'd brought one hoof up to her chin, either ignoring, or unaware of, the sticky mess there. "I bet my internal anatomy now is fascinating. Why didn't I think about this earlier?"

"Um, Twilight?" Fluttershy ventured.

"Yes, Fluttershy?" she replied absently.

"I'm very sorry to have to say this, but um. That isn't even the weirdest thing to happen to us in the past few moons. Remember when I got turned into a bat-pony?"

Twilight's eyes refocused, and she blinked, then turned to Fluttershy. "Oh. Right. Yes. I... guess we do kind of get into some pretty strange situations, don't we?"

Fluttershy smiled. "We do. I still turn into a bat sometimes."

The bed shook as Twilight jolted, and she focused intently on Fluttershy. "What?! I thought I fixed that!"

"Oh, it's all right. I actually kind of like it."

A long slow blink was the only response Twilight could think to give. "You... like turning into a vampire bat pony?"

"Oh, yes. It's nice not having to think very much, or be so worried about everything, sometimes. I just make sure I keep an extra store of apples handy around the full moon."

"...oh. All... all right, then."

"I, ehrm." Her voice turned into a little conspiratorial whisper. "I also feel, um, sexier when I'm the bat. Like I could just strut down through the Ponyville square and give some stallion a come-hither wink and have him follow me home."

Twilight's cock, which had half-retreated into its sheath, gave an interested little twitch. The sudden motion attracted the attention of both mares. They turned to look, but after being stared at for a moment, the cock, seemingly embarrassed by the scrutiny, resumed shrinking at a more rapid pace. Twilight and Fluttershy turned to face each other. Then, after a beat of silence, broke out in simultaneous belly laughs.

They laughed till they cried. They laughed till their bellies hurt. They laughed till their smiles ached. The laughed, and laughed, and held each other, and fell into a fond silence, punctuated by the occasional remnant giggle.

"Hey, Fluttershy?" Twilight asked. "When you were performing, er, oral sex on me... how did you know to do even half of that?"

"Oh. Well, um. I've read a lot. Rarity lends me her books. And I buy them used sometimes. They can be very creative."

"Wait," Twilight said, tensing. "Was I... was I your first?"

"No," Fluttershy said softly. "Mine was with a stallion. It wasn't very good." She shrugged. "I'm not upset about it though. It wasn't bad. Just underwhelming." She turned to Twilight and smiled shyly. "You were the first mare, though. I'm very happy that you liked it."

"Wow," Twilight remarked. "Those must have been some good books."

"Oh, goodness. No, most of them are terrible. They're a very guilty pleasure. I like to think that I just have a very active imagination," Fluttershy said, her voice edged with embarrassment. "And I've spent a lot of time, um, experimenting with toys of my own."

Twilight looked at her blankly. "Toys? Like... balls and hula hoops?"

"N-no. Slightly more, um. Adulttoys."

"Oh. Oh! OH." Twilight sucked in a breath. "Yes. Obviously! Duh. Of course. Well," she said, smiling at Fluttershy, "I'm glad for your experimenting. I had a wonderful time."

Fluttershy's smile was small, but true. "I'm very glad."

They lay in companionable silence together for a time, both unwilling to return to their regular lives quiet yet.

Eventually, quietly, Fluttershy said, "Twilight?"

"Yes?"

"Can I tell you something embarrassing?"

"Of course. What is it?"

Fluttershy took a deep breath. "You were my third real friend. Ever." She paused.

Twilight remained silent, sensing that Fluttershy had more to say.

And she did. "Rainbow Dash was my first friend. And she's always been there for me. And I love her dearly, and she loves me. But she doesn't really understand me. And um, I guess if we're being honest, I don't really understand her sometimes, either.

"And then there's Rarity of course. I was jealous of her at first, have I ever told you that? Jealous at how effortlessly graceful she is." Fluttershy smiled. "Then, I visited her too early one day, and learned just how much work she puts in to make it look effortless. She's a good pony though. She listened—really listened—when I talked, and we have a surprising amount in common." She shook her head. "But, well, she's Rarity. She's very, um. High-energy."

Twilight giggled. She understood what Fluttershy meant completely.

"And then I met you," Fluttershy said, turning to face Twilight. "The first pony I'd ever met who not only listened to me, but understood me, and why some days it's impossible for me to leave the house. It's important to me that you know that that's very important to me, Twilight. Youare important to me."

With a forehoof, Twilight scrubbed at her eyes. "Oh, Fluttershy. You should have warned me! I wasn't ready to cry!" But she was smiling through her tears.

After a moment of sniffing, Twilight threw her forelegs around Fluttershy and pulled her close. "You're important to me too." She pulled away from the pegasus, bet continued to hold her at foreleg's length. "You're kind, and patient, and understanding in a way I can barely fathom. When other ponies are being just—" she shook her hooves in mock-frustration at an imaginary pony, "—dense, and I want to throttle them, you just effortlessly keep helping them. Or your animal friends, or anything at all, really. It's easy for you! You're amazing, and I don't want you to ever forget that, either."

And now Fluttershy's eyes were shiny with tears too. She looked down. "Oh. No fair, using my own trick against me." But when she looked up, she was smiling too.

Twilight's own smile returned, and she rolled her eyes. "What a pair we are."

She stretched, and winced as the accumulated residue on her body alternately oozed and crackled, depending on its current viscosity. "Blech. I need a shower."

Twilight rolled off the bed, and groaned. Muscles she had never exercised were sore, and she winced as something popped before settling into place.

"Twilight. Before we do that, one more thing, please?"

Twilight arched her back, spread her wings wide and gave a deep stretch. Several more things popped, but when she returned to a standing position, she felt much better. "Yes, Fluttershy?"

Fluttershy turned to peer at Twilight. "What do we tell the others?"

It was a surprising discovery, Twilight reflected, that that question didn't inspire any uncertainty in her. Perhaps she had grown since she'd come to Ponyville. She mentally rolled her eyes at herself. As if the wings weren't an indication of that.

But all she said was, "Simple. We tell them the truth."

"And, um. What is the truth exactly? Are we... dating?"

"Do you want to?"

Fluttershy frowned. "I don't really know. You're an important part of my life. And I enjoyed this. I wouldn't mind doing it again. But I, um, hope it's okay that... I'm not exactly looking for a relationship right now. Maybe I'll change my mind later. I don't know. But for right now..."

Twilight nodded. "I feel the same way. So... we tell the others that we... well, I was being a big idiot, then we had sex, and that we're still friends, and that's all."

After a moment, Fluttershy nodded. "Okay."

"Yeah?"

"Yeah." Fluttershy smiled and shimmied off the bed to join Twilight. "We have good friends. They'll understand. I think they'll just be relieved that you're okay." She paused, then amended her statement. "Well, okay. Rainbow Dash will tease you. Maybe me too. Rarity will want to know everything. Pinkie Pie probably already knows, somehow, and will have a cake ready for us. And Applejack will just roll her eyes at everypony for making such a fuss."

When she thought about her friends' likely response, Twilight felt a fond smile stealing across her face. Fluttershy's predictions matched her own. And as she imagined the scene further, she found that she could almost picture it. The more she thought about it, the more she realized that, rather than filling her with anxiety, it was anticipation that she felt.

Because, in the end, it was a funny story, wasn't it?

And her friends would understand. They would laugh, and probably tease her, and ask probing questions, and bake embarrassing cakes.

But they would still love her. They would still be her friends.

"Hey, Fluttershy," Twilight said, "I just realized something."

"Oh? What's that?"

"I did what you told me," she said. A goofy grin was beginning to stretch across her face.

Confused, Fluttershy raised an eyebrow. "What do you mean?"

"Don't you remember?" Twilight asked, her grin now wide. "The first thing you said when I got upstairs. 'Please, come inside.' And I did!"

Fluttershy stared at Twilight blankly for a moment. Then, she understood her meaning, and blushed scarlet, and gave a scandalized gasp. "Twilight! Oh, my goodness!" Then, she began giggling uncontrollably. "Get over here, you!"

Laughing openly now, Twilight dodged Fluttershy's outstretched wing and darted away into the bathroom. "You'll have to catch me!"

Joining in Twilight's carefree laughter, Fluttershy followed.

Author's Note

And there you have it. My first (real) pornographic work of fiction.

(Lingua Phallum was more of an experiment with one of those AI dungeons tools that I kludged into a story.)

It is also the most productive I've ever been while writing a story. Had this been a 50k-word idea rather than a 30k-word idea, I think I could have managed a spontaneous NaNo.

Hope you all enjoyed the reading as much as I enjoyed the writing.

EDIT: I've written a blog post with a retrospective on writing this story. If that's the sort of thing that interests you, check it out.