Loyal's Clop Bin

by Loyal

Rating: mature
Tags: Other, Princess Luna, Original Character, Random, Princess Celestia, Sex, My Little Pony: Friendship is Magic, Princess Cadance, Alternate Universe
Length: 139166

Loyal writes request-based clop.

The story has been re-appropriated to be my regular dump for all things clop. One-offs, requests I feel like writing, and general other bits of cloppiness will be submitted here. For example, the chapter "A Friend in (Dire) Need" was submitted to the Sexy Pony Confessions tumblr for their weekly clop challenge.

This is the original blog post with more details on what the story was.

Published 2012-11-07 01:30:01 UTC
Last updated 2013-02-24 12:47:11 UTC

Sugar

Lyra and Bonbon tag-team Luna and Lily with foodplay while Caramel watches

Lily is an OC from my own work, A Different Kind of Love. She is a changeling prostitute

Thanks to FlimFlamBros. for the second request!

Categories: Human, A Different Kind of Love, Food, Foursome, Voyeur

Warnings: Should be a tame chapter.

“Sugar”

~-~-~-~

“Are we set?” Luna asked, straightening her back. Lily’s keen eyes passed over the room once more, searching for things out of place.

“I think…” She ran her hand over the arm of a nearby couch, “Yeah, I think we are.” She smiled at Luna, the two of them finally finished with all of the preparations. Lily was no stranger to odd requests in her line of work, that much was certain. But this one had jumped out at her. It wasn’t uncomfortable, so to speak, just different. Odd. Maybe just a touch exciting.

“Right then. Thank you for helping me out.” Lily said, smiling at Luna. As per the request, and this was one of the parts that had honestly caught Lily off-guard, Luna was to be involved. When she had originally asked, she halfway expected Luna to act surprised, or even violently opposed. When the subject of the request had come up, though, Luna had merely shrugged and said ‘It’s about time Lyra asked her debt be paid. When is it?’ A million questions raced through Lily’s mind, but she was only able to stutter out the Saturday date and go about her merry way. Lyra hadn’t even acted mildly surprised when Lily had informed her everything was set. In fact, she had produced a list for the night that Lily found perhaps more intriguing than the request itself.

“Of course. I owe it to Lyra.” Luna said softly, her own eyes going over the preparations one more time. Ever since the request, Lily had been a little bugged by Luna’s objectivity to the strange request.

“I’ve been meaning to ask…” Lily said softly, leaning in to Luna. “You keep saying you owe it to her… What do you mean by that?”

“Hmm? Oh. Lyra has been helping me out periodically with several things here and there. Mostly magic-related items, but a few of a more… Personal nature.” Luna said nonchalantly. Lily blinked a few times, glad that Luna had given her a candid answer.

“Huh. Mind if I ask the per-“

“Matchmaking.” Luna said curtly. “Specifically, finding me a suitable husband.”

“Oh. Oh wow.” Lily said softly. “Eer, is it…”

“Completely platonic. More for beneficial purposes than personal.”

“I see.” Equestrian society was not unlike that. It was just odd to hear that Luna, princess of the night and ruler alongside Celestia, would think to marry. For any purposes. “So, if you were to have a husband…”

“Don’t fret, Lily. My visits would become more frequent, if anything.” Luna teased, gently patting Lily’s stomach with the back of her hand. Lily smiled and pinched her rear, eliciting a surprisingly girlish squeak from the princess. Just as Luna turned back to her with sweet, sticky revenge in her eyes, the door swung inward.

“Luna!” A surprisingly energetic woman burst across the threshold, closing the distance between her and Luna with shocking speed. Lily could barley catch a shock of white hair in her vision before Luna was assaulted by a rough hug, the two bodies stumbling a little in a tangle of limbs and laughter. Silently, the door shut, but not before a fourth party entered the room, looking just about as out-of-place as Lily felt.

“Good to see you again, Lyra.” Luna said, smiling as she pulled away from the shorter woman. Lily smiled across the room at the fourth person, yet to be introduced. Lily could have said she had seen this woman before, but the name she was thinking of didn’t fit the face… “Finally decided to collect your debt, then?”

“Indeed I have. Not to mention, I did this more for my girlfriend than myself. Luna, I’m very pleased to introduce you to the sultry, sexy, sweet Bonbon.” The fourth woman approached at Lyra’s suggestion, timidly smiling up at Luna. She was a rather attractive woman with stylized blue and pink hair, and she made a rather nice contrast between herself and Lyra, who sported a shock of white hair through her own mint-colored hair. Both women were beautiful, with curvy bodies, nice breasts, and full rears. Lily might just enjoy this request more than she thought she would have.

“I’m pleased to meet you, Bonbon.” Luna said, smiling as she offered her hand. Bonbon took it hesitantly, still appearing rather shy. “Might I ask what you do?”

“Uuh, I’m… I’m a candy-maker, princess.”

“Please.” Luna chuckled, seemingly connecting the same dots that Lily did in that moment. “If we’re going to be doing what Lyra suggest we’re doing to be doing, you’re more than welcome to call me Luna.” The two shared a warm smile in that moment, Lyra pulling Bonbon aside to have a hushed conversation. As Luna returned to Lily’s side, the contents of the list made much more sense. Lily looked over the assorted trays and bowls, knowing know that they weren’t just for show, or to eat… Well, maybe to eat, but not all of it.

“You’re probably wondering,” Luna said, drawing Lily out of her reverie. “What you might have gotten yourself into.” Lily shrugged after a few moments of thought, her eyes wandering over one particular display of what might be in store for her that night.

“Can’t be any worse than what Celestia’s done to me.” Luna chuckled at her response, nodding sagely.

“Well this won’t be bad, I can promise you.” Luna stepped forward, looking down at one table that had been laid out with the contents of the list. Or at least, some of what was on the list… “At least, not as bad as that…”

“Alright, ladies…” Lyra’s perky voice made both Lily and Luna turn around, peering across the room at the two other women present. “Here are the rules. Number one.” Lyra held up a single finger. Lily watched helplessly as she picked up a bundle of licorice whips with her magic, levitating them smoothly into the air behind her. “There are no rules.”

“Aah!” Lily cried out as the licorice whip suddenly shot forward, catching her flat across her stomach. “Ow! What the fuck!” She gasped, her hand flying to the spot immediately. It didn’t really hurt, it just caught her by surprise. When she glared at Lyra, she only got uproarious laughter from both of the other women. Luna’s hand rested on her shoulder, even as the princess stepped forward to look at the two of them.

“Lyra, I understand that I owe you a debt, but this… This is just… Unfair. Lily doesn’t have magic.”

“Neither does Bonbon.” Lyra said, shrugging nonchalantly. She smoothly levitated a single licorice whip down to her mouth, biting off the edge with a smile.

“So… You’re putting us on teams?” Luna quipped. Lyra snapped her fingers with a nod.

“Precisely. Bonbon and I against you and Lily. Winner fucks the loser.” Another licorice whip shot forward, aimed right for Lily's chest. Luna plucked it out of the air smoothly, just before it impacted an unaware Lily. Luna slowly, meaningfully hovered the treat forward, opening her lips to bite off the very end.

"Hmm..." She groaned, smiling softly. "Challenge accepted."

The next few minutes were much of a blur. Confectioneries, candies, lollipops, whipped cream, chocolate, and many, many hands were all that filled her consciousness, making Lily wonder what exactly was happening anymore. Her shirt and pants somehow were stripped off, along with her bra at some point. Clad only in her panties, Lily sat with her back against the couch, panting, wiping chocolate syrup from her cheek. Luna joined her, both of them sharing a quick look.

"Ready?" Luna asked, offering a small handful of candy corn. Probably scooped up from the barrage earlier. This room was completely ruined. Lily accepted the offering, nodding slightly.

"As I'll ever be."

"Alright... Three, two... GO!" Both of them leapt up from behind the couch, mouths open in primal screams of candy-fueled fury. To absolutely no avail, it seemed. Before the two of them hovered what Lily could only describe as a cake fit for a wedding that was going to be hosting upwards of a hundred people. Luna and Lily both paused, eyes wide with shock, as Bonbon smiled at them.

"Brought this from a friend in Ponyville." Her coy smile was filled with meaning. Behind her, Lyra's hands were ablaze with the magic needed to hoist the monstrosity in the air. "Lyra, babe... Finish this."

"No, Lyra, no! No,nononono ACKPTH!" Lily caught the brunt of the cake, her entire body impacted by several dozen pounds of baked batter and icing. The blast carried her halfway across the room, tumbling and rolling over the scattered remains of candy and fruit. Luna joined her shortly after, both of them laying spread-eagle among the wreckage.

"Okay." Luna panted, her chest heaving. "Okay, you win."

"Woo! Way to go, Bonbon!" Lyra and Bonbon laughed and hugged one another energetically, even as Lily began absently wiping the icing off of her stomach. She was going to need a shower... "Alright, then. As per our agreement." Lily was still trying to catch her breath when she felt something shift around her waist... A slight tingle of magic, and some relief of pressure...

"H-hey!" Lily's hands scrambled to her waist, trying to catch her panties as they were smoothly stripped off. She just missed them, the thin fabric unceremoniously tossed aside to land somewhere in with the chaos of treats.

“Shush up and take it, loser.” Lyra teased, her hands fading from the glow of magic. She and Bonbon slowly advanced across the room, their eyes keen with intent. She knew that look. It was a look she had used more than once, and with no small amount of effectiveness. For Lily, that look made money. For these two, it only made her wet. She and Luna shared a quick glance, and the look Lily got told her the princess was every bit as submissive as she was. With a slight groan, Lily spread her legs wide.

“Oh damn.” Bonbon said gently, her eyes wide as she stared. “Lyra, you didn’t tell me it looked THAT good…”

“I guess I had forgotten. No wonder we’re paying, huhn?”

“I wanna lick it.” Bonbon’s stare was only slightly unsettling. Tentatively, she stepped forward, and Lily realized that the two of them were still relatively clothed. The fabric they had shed was probably done voluntarily, wheras Lily had lost almost all of hers in the fray. Luna, too, it seemed. Though she had managed to keep her panties thus far. As Bonbon slowly lowered herself to her knees, though, it seemed that little blemish was about to remedy itself. Lyra joined her girlfriend, the two of them slowly crawling towards the prone princess and Lily. In that spot right behind her sternum, Lily felt a non-unfamiliar feeling begin to make her heart flutter. Excitement. She was sticky, defeated, and prostrate. The scent of fresh fruit and chocolate filled the air, punctuated by sugar and a faint scent of musk.

“Haah… Haah…” Lily found herself breathing heavy, the faint tingle of excitement slowly spreading from her crotch up into her stomach, higher across her ribs even. Bonbon was close enough to touch her now, though she didn’t. Not just yet. Her eyes were still fixed firmly on Lily’s dripping slit, taking in all of the shaved, pink womanly glory.

“Lyra.” Bonbon muttered. “I can’t stop myself.”

“Easy, Bonbon. Don’t hurt her.”

“Hurt me?” Lily asked, smiling as she slowly lifted her hips. “Darling, trust me. You’re going to have to do a lot to hurt me.”

“Do it, babe.” Lyra sat up enough to give Bonbon’s rear a firm smack, the quick blow giving Bonbon the last bit of encouragement she needed. With a hot breath, she lurched forward and took as much of Lily’s core into her mouth she could. Lily had to fight gasping too loud against the first blast of pleasure, even as Bonbon’s tongue delved deep into her aching walls. The entire ordeal leading up to this moment had her wound up tighter than a spring, and the first bit of relief wasn’t going to be nearly enough. Lily moved her hands down to Bonbon’s hair, firmly grasping the strands.

“Ooh, careful, Lily… She likes that…” Lily pushed her fingers into Bonbon’s hair, despite Lyra’s soft warning. The response she got was unlike any other. Bonbon’s tongue speared deep into her, the woman’s jaw opening wide enough to scrape her teeth against Lily’s swollen clit. She exhaled a hot breath straight against Lily’s crotch, sending the warm tendrils washing over her stomach and thighs. Lily shuddered, pulling Bonbon’s hair a little harder, praying for a quick release.

“Haah! Cumming!” Lily gasped, feeling the pressure begin to build rapidly. Bonbon’s tongue writhed inside of her, pushing into all the tiny spots that made Lily’s heart hammer in her ears. Bonbon was good at this. Her skills had to have been on-par with Lily’s own. She was guessing, of course. Lily had never actually licked herself. But gauging how fast Bonbon was pushing her towards the edge, she would have given the changeling whore a run for her money. “Haah- AHN!” Arching her lips up from the floor, Lily let loose a thin stream of clear liquid directly into Bonbon’s mouth, cumming faster than she could recall in recent history.

“Hmm…” Bonbon just groaned, her mouth open wide to accept every last drop of Lily’s release. The voracious woman drank it all, swallowing several times to handle it. Her tongue cleaned up the remainder, lapping up the juices leftover with no small amount of vigor. “Delicious.” She muttered after she was done, licking her lips as she smiled up at Lily.

“You think she’s good?” Lyra’s voice distracted them both. Rolling her head to the side, Lily looked at what the other two members of their little party had been up to. “Try getting a taste of this.” Lily’s eyes went wide.

Luna was almost completely covered in chocolate syrup.

“Oh… Wow…”

“Mmhmm.” Lyra grinned at Bonbon, whose eyes were wide at the sight before their eyes. The princess, looking none to happy at the amount of chocolate on her, laid on her back with her legs spread wide. Inbetween those creamy thighs rested a faintly-glistening slit, the wet lips flared and exposed to them all. Despite her disgruntled expression, she was obviously enjoying this. Lily was still struggling to reign her muscles into some semblance of cooperation when Bonbon lurched forward, abandoning her charge in favor of a new one. Her wide tongue spilled out onto Luna’s stomach immediately, dragging through several of the long, thin strings of sauce.

“That tickles…” Luna muttered softly. Lyra chuckled, her hands still holding the half-empty bottle of sauce she had used on Luna.

“I’ve got a challenge for you, love.” Lyra smiled down at Bonbon, who was busy trying to lick every last bit of sauce she could from Luna’s skin. “You need to pull this,” Lyra smoothly held up a ripe strawberry, which she had plucked from a nearby bowl. “Out of here.” Her fingers gingerly guided the strawberry down to Luna’s open center, rubbing it up and down the princess’ glistening slit slowly. Her lips opened readily, exposing her pulsing hole to the imposing fruit. “Using just your tongue.”

“Heyyy…” Lily groaned, her thighs rubbing together softly. The three women looked at her expectantly. “I wanna try that…”

“Oh great.” Luna groaned, letting her head roll back onto the floor. “I’ve been betrayed by my team mate.” Lyra grinned at Lily’s soft mention of desire, her hands leaving the strawberry deposited inbetween Luna’s twitching labia.

“Fine then. You try on Luna, and I’ll find something else for Bonbon to work on.” Lily rolled onto all fours, slowly crawling across the carpet towards Luna. The princess looked down at her, even though Bonbon’s tongue still worked on cleaning up the excess chocolate sauce. Lyra disappeared somewhere behind Lily, shuffling around through the assorted candy and fruit. Lily worked on getting comfortable meanwhile, her rear thrust defiantly into the air as she moved her mouth down to Luna’s occupied womanhood. The scent of ready, feminine musk filled her nose, along with the underlying scent of sugary chocolate sauce. The two made quite the contrast, and the first tentative lick she gave to the princess revealed a whole new level of flavor to cunnilingus she had never encountered. Luna tensed at the first touch, but between Lily and Bonbon, she soon relaxed. Her arms stretched above her head, leaving the two of them to work at her with unrestricted ease.

“Here we go.” Lyra muttered after a few more moments. “Bonbon, I wanna see what you can do with this.” Lily couldn’t see what was happening behind her, but she knew that she was the only one with her tongue on Luna anymore. Bonbon left her alone to her own devices, which Lily was only all too happy to indulge in. She did have a challenge, after all. The strawberry was nestled just beyond Luna’s entrance, filling her enough that Lily couldn’t fit her tongue in past it, but close enough that she could feel the surface with every stroke of her skilled tongue. The rough seedlings on the taut skin rubbed over her tongue, teasing her with her ultimate goal, but when Lily tried to pull the strawberry out, she found herself remarkably unable. She resorted to everything she possibly could. Teasing it, pushing it in and trying to let Luna flex it out, stimulating Luna’s clit to make her flex harder… Nothing. The strawberry seemed unyielding. Like that flake of a popcorn kernel stuck inbetween your teeth and gums.

“Suck on it.” Luna finally said, her breath shuddering a little. Lily looked up at her, arching an eyebrow.

“What?”

“Suck on it. Put your mouth over my… My…”

“Say it, Luna.” Lyra’s warning came.

“My pu…”

“Come on, Luna. Don’t make me tell you again.”

“Put your mouth over my pussy and suck it out!” Luna gasped suddenly. The words sent a shiver down the spines of everyone present, and Lily had no choice but to obey. Opening her mouth wide, she leaned in…

“Ooh… There we go, Lily… Get it out of there.” Lily felt three pairs of eyes scrutinizing her progress, even as she wrapped her mouth completely around Luna’s twitching core. The princess gasped as she sucked in, feeling her petite lips pull inwards just a little. Lily sucked again, a little harder this time, eliciting a very airy moan from Luna. Lyra and Bonbon were still up to whatever devious task they were doing behind her, but Lily could care less. She was focused almost entirely on the task at hand, and when she sucked again, she could have sworn she felt the strawberry yield a little. Luna began to writhe, her legs squirming a little as her stomach twitched. Lily raised one hand up to the soft flesh, rubbing her stomach to keep her calm. When Luna didn’t stop, she devoted two hands to the task, rubbing Luna’s flat stomach firmly enough to make her sag with relief.

“Lily,” Luna whimpered softly. “Lily, please… You’re going to… Aahn! You’re going to make me cum soon…” Lily moaned gently, not very much, just enough to let Luna know that she had acknowledged. Her hands still rubbed small, firm circles, keeping Luna relaxed enough that she could devote her mouth to extracting the strawberry…

In an instant, it happened. Like an apple seed slipping between wet fingers, the strawberry slid into Lily’s mouth, along with a fresh wave of musky juice from Luna’s core. She gladly slurped up both, holding the strawberry with her teeth as she swallowed the few drops of musky release. Luna shuddered and gasped underneath her, the muscles in her stomach still twitching despite the firm massage.

“Oh wow. I didn’t think she could do it.” Bonbon said gently. “Go on, kiss her with it. Both of you eat that strawberry.” Lily glanced over her shoulder at Lyra and Bonbon, who had apparently been enjoying themselves while they watched Lily work at the stubborn piece of fruit. Lyra sat behind Bonbon, her hand buried in her girlfriend’s crotch. Judging from Bonbon’s flushed expression, she had been receiving a little bit of service. Lily had no choice but to oblige. They had lost, after all. Luna’s mouth was open with her hot breath, her chest rising and falling smoothly. Lily walked her way up Luna’s pleasured body, smoothly maneuvering the juicy strawberry into Luna’s open mouth. When the princess obligingly bit down on the fruit, a fresh burst of juice filled Lily’s mouth. They shared a passionate, saliva-filled kiss, their tongues swapping the chewed bits of fruit back and forth. The passionate, flavorful experience made Lily heated once more, her crotch dripping juice onto Luna’s shaved pubis.

“Look at that…” Bonbon groaned softly. “Lyra, please… Can we do it now?”

“Yeah. Do it.”

“Do what?” Lily asked, pulling her lips away from Luna’s reluctantly. She swallowed her half of the strawberry, but nearly choked on it as Lyra slid… Well, she slid something into her. “Aah?!” Lily’s initial cry was halfway between shock and pleasure. Whatever it was that had spread her slick walls apart, it was long, slender, and slightly squishy. The texture, though, she recognized… Her muscles flexed around it once, twice…

“That went in easy.”

“Did… Did you just put a banana in me?” Lily gasped, her breathing coming fast and heavy now.

“Uh huhn! And now Bonbon’s going to pull it out of you.”

“Oh no…” Luna moaned. Shaking her head slightly.

“Haven’t forgotten about you, princess… Get back here.”

“S-sure…” Lily moved gingerly as Luna tried to extract herself from underneath the changeling, and after some very slow leg-lifting, Luna was free. Lily was left on her hands and knees, with a banana stuck in her vagina, and three women sitting behind it.

“Oh wow. That’s a very large banana.” Luna said softly as she reached her destination.

“Innit just? I hope she doesn’t squeeze too hard, or she’s going to mush it inside of her. Then again, that might make it much more fun for Bonbon here. But Bonbon needs to feel something, too. That’s where you come in.”

“Haah… Haah…” Lily was panting again. The banana felt squished already, slightly creamy inside of her… Being a changeling, Lily was more or less impotent. She was no stranger to internal orgasms. This, however, felt ten times better. A million times better. It was so good. So different…

“Get to it, Bonbon. I’ll make sure you feel good, too. Here, lay on your back. Lily, lower your hips if you would…” It took a little re-adjusting, but soon enough Bonbon was on her back, with lily’s fruit-stuffed center hovering above her lips. Lily herself had sat up, her hands idly stroking Bonbon’s hair. Behind her back, Luna and Lyra were busy working on Bonbon’s neglected crotch. She couldn’t see what they were doing, but she could certainly feel Bonbon’s reaction…

“Aahn! E-easy! Ooh!” Lily gasped as Bonbon set to work. She bit off the end of the banana that wasn’t inside of her, her teeth scraping over Lily’s swollen clit for a moment. That initial shock was nearly enough to make Lily cum.

“Hmm…” Bonbon happily chewed the end of the banana in her mouth before setting back to work. She employed the same tactic that Lily had on Luna, completely enveloping Lily’s twitching vagina in her mouth. She sucked gently, pulling some of the delicious mush out, along with a shuddering groan.

“Aah… How does it taste?” Lily asked gently, half out of curiosity, half because she knew questions like this were arousing.

“Amazing. Like nothing I’ve ever tasted before. And that’s saying something.” Bonbon muttered softly before setting back in on it. Lily still had a lot inside of her, the mashed banana molding into every fold and crevice of her center. Bonbon seemed determined to get it all out, however, and as the passionate licking and hot breathing continued, Lily felt more and more of the banana leave her… The absence of fruit, however, meant a surplus of flesh. Bonbon now had more to explore, more to pleasure. Lily gasped as Bonbon went way out of left field, her lips puckering up to stimulate the changeling’s clitoris exclusively.

“Haah-AHN!” Lily gasped out loud, her thighs quivering as the orgasm rushed through her. Stemming from her crotch and washing up into her torso, Lily was gripped in the intense expulsion of even more liquid from her slit. Bonbon didn’t miss a single drop or bit of banana or cum, but instead happily swallowed both down. Lily sagged once the emotion had passed, falling forward to rest on her hands. Bonbon pulled her mouth away, shuddering and breathing heavy enough that her breath washed over Lily’s stomach up to the underside of her heaving breasts. Behind her, the sounds of Lyra and Luna panting and groaning in post-orgasmic bliss reached her ears. Apparently, all four of them had just came.

“F-fuck…” Lily groaned, slowly crawling off of Bonbon’s face. She collapsed into the carpet, careless of whatever it was that was squished into her thigh. They were all relatively silent for a few long minutes, breathing heavy as they attempted to regain muscle coordination. Luna was the first to speak.

“Shower?” Lily’s lips curled into a soft smile as she looked back at the other three women.

“I think I’m going to need a dozen…”

~-~-~-~

“Oh fuck…” Caramel groaned, feeling the blood finally leave his pulsing member. For the past fifteen minutes straight, his eye had been affixed to a crack in the door. “I’m gonna need a towel or something…” The scene that had played out inside the room was private, messy, and so arousing that the poor guy couldn’t even help himself. Evidence of two whole orgasms, both thick and creamy, covered his front side, from stomach to his knees. Lacking any better means of disposal, he had had no choice but to let both orgasms go into his left hand.

“I feel so dirty…” He muttered, gazing helplessly down at the mess he had made of himself. “But so good…” Thankfully enough, he hadn’t been caught. Curiosity had gotten the better of him when he saw Lyra and Bonbon enter the infamous whorehouse in Canterlot. Of course, he was here for less-than-reputable reasons himself. Now, though, he wondered exactly what he had done.

That’s right.

He had totally just whacked off twice to Lyra, Bonbon, Princess Luna, and the famous Lily.

If any of them ever found out, he’d be whacking off on the moon.

-----Notes from the Author-----

Thanks to FlimFlamBros. for the foodplay request! Truth be told, this one took me two nights. I had only written about 1500 words last night, but I managed to bang out the other 2.7k-ish in just over 2 at work tonight.

I also found out that I had been spelling “Cunnilingus” incorrectly… I had been spelling it “Cunninglis” Thank you, Google!

Ride the Muffin

Pinkie Pie abuses Derpy Hooves with baked goods used as sex toys.

This will be non-humanized pony clop.

Thanks ((?)) to DerpyFan4Eva for this great ((odd/fucked up)) request! ((Realistically, though… Not the worst one on the list. As you’ll see, I kind of enjoyed writing this one. Kind of.))

Categories: Derpy, Pinkie Pie, Food, BDSM, Drugged

Warnings: This chapter will contain some BDSM elements like being tied up, and aphrodisiac usage. You have been warned.

((Every now and then, I get a request that I know I can write though I really don’t want to, and it’d be silly to deny it, so I end up writing them anyways. Once I start writing one of these requests, I always ask myself “Fuckin’ A, why am I doing this?” Yeah, this is one of those. This is most definitely one of those.))

“Mount the Muffin”

~-~-~-~

Derpy was having an average day. She had woken up, drank her coffee, eaten her breakfast (oatmeal and a muffin, of course…) and gone to work. She was already halfway done with her deliveries, and it wasn’t even lunchtime yet! She squinted her eyes at the address on the next package, trying to read it through the ever-present blur.

“Hrm, let’s see… Oh! This is addressed to Twilight Sparkle! I know where that is!” Smiling, she stuffed the brown package back in her saddlebags and took off towards the Western edge of town. Twilight’s treehouse was one of the tallest and largest trees located close to the town, so it was fairly easy to pick out. Landing less-than-gracefully before the front door, she straightened up and knocked three times.

“Coming! Just a moment!” Twilight’s cheery voice sounded from inside the treehouse, making Derpy smile despite her pre-lunch adrenaline rush. When the door swung open inward, Derpy was waiting with the package in hoof, a smile on her muzzle.

“Special delivery!” She said cheerily, handing the package off to the unicorn.

“Oh? Is it my shipment of newsletters from Canterlot? It is! Thank you very much!” Twilight gladly lifted the brown box out of Derpy’s grip and into her own with an appreciative smile. Derpy clenched the clipboard in her teeth as Twilight hastily signed for the package and bid her farewell. When Derpy took off into the sky, it was with the feeling that she loved almost more than anything else in the world…

The feeling of a job well done. That was why she had joined the mail service. It was easy enough work for one such as her, and it was so rewarding when someone received the package they had been waiting for. She enjoyed watching their eyes light up as they took their mail, watching them walk away with a slight spring in their step… She even enjoyed working in the inclement weather. Snow and rain had never deterred her from making a delivery on-time. Though, sometimes that deliver was sodden or maybe dropped half a dozen times. Thankfully enough, everyone endured her somewhat-frequent blunders, and seemed to think her rather endearing for them. That was another reason she enjoyed working where she worked. Ponyville citizens were all rather lenient and forgiving. She knew if she worked anywhere else like the rough-and-tumble Manehattan or Baltimare, they would likely have fired her the first few mistakes she made. Instead, she had found her niche. She was Ponyville’s mailmare. Package connoisseur and muffin enthusiast extraordinaire.

The next two packages she had to deliver were relatively close to one another, but the last one was out at Sweet Apple Acres. She made the next two, one to the quill and sofa store, and another to Rarity at the Carousel Boutique. It’d take her the better part of a half an hour to fly out to the Apple family’s farm, though, so she decided it was time to stop off for lunch.

Her favorite place.

Sugarcube Corner.

“Good morning, Derpy Hooves!” Pinkie Pie’s ecstatic cheer made the mailmare smile wide, even as she pushed through the door. “Are you here to deliver a package or are you stopping in for another muffin? Because I just pulled a fresh batch out of the oven. You know what happens when I get a knee shake, eye flutter, and a tail twitch! It means Derpy’s coming!”

“Just the muffin today, Pinkie.” Derpy smiled at the energetic pink pony. Her well-known ‘Pinkie Sense’ was, as always, infallible. While Derpy’s budget was always tight, she tried to budget for the occasional treat. You had to reward yourself now and then to stay happy, right? She poked her tongue out between her lips as she shuffled through her saddlebags, searching for those elusive two bits she’d need to afford the treat.

“Huh? Whattaya doin’, Derpy?” Pinkie asked happily, bouncing on her hooves behind the counter.

“I gotta pay you for the muffin, right?” Derpy asked, shuffling a little harder. She could have sworn she had some leftover from the last payment she had… The elusive clinking of two coins told her they were in her bag… How come she couldn’t get them out?

“Oh, you silly filly!” Pinkie Pie laughed, the cheery sound slightly unsettling in light of Derpy’s current predicament. “You don’t have to pay for just one silly little muffin. C’mon in the back, and I’ll get you one!”

“R-really, Pinkie? I couldn’t-“

“Don’t worry about it! Come on!” With a happy spring, Pinkie bounced on all fours from behind the counter and through the double swinging doors into the kitchen. Feeling a little sheepish at accepting charity, Derpy reluctantly followed. Behind her, she didn’t even notice the baby crocodile turning the “Open” sign around to “Closed.”

“Pinkie, listen, I feel like I should pay…”

“Oh come ON!” Pinkie snorted at her, bouncing over the table towards a fresh batch of muffins cooling on the counter. “These are a new recipe anyways! I wouldn’t feel right selling one without testing it first.”

“Oh… New recipe?” Derpy asked, eyeing the slightly-steaming baked goods cautiously.

“Uh huhn! Do you wanna be my tester?” Pinkie scooped one of the muffins up smoothly, offering it to Derpy with a wide grin on her face. With a look like that, how could she say no? The mailmare accepted the soft muffin readily, her mouth already watering. It really DID look good… Too good to resist, that much was for sure! Derpy peeled the doily off, exposing the crumbly base, leading up to the poofy top. She inhaled the scent, relishing the smell of fresh-baked goodness. It smelled like… Was that walnuts and bananas? It smelled divine. Derpy licked her lips and happily took a bite.

“Good, innit?” Pinkie giggled, watching Derpy eat the delicious treat. And it really was delicious. The taste burst into her mouth, urging her to take a second bite, and a third. It was a hearty, full-bodied taste that covered her tongue, made her feel like she was really getting a nutritious, full meal. Derpy happily gobbled down the rest of the muffin, straight down to picking off the last few crumbs from the doily. When she swallowed the last bit, it was with a happy grin on her lips.

“That was really good, Pinkie.” She muttered, turning to toss the wrapper in a nearby wastebin. “I could almost go for another.”

“Oh, that wouldn’t be a very good idea.” Pinkie teased, taking a few steps closer. Derpy arched an eyebrow as Pinkie approached, the pink earth-pony’s lips spread in less of a grin and more of a coy, demure smile. Derpy hesitantly backed up a step, blinking a few times. Was it her vision acting up again, or did Pinkie look a little more blurry than usual?

“Wh… Why not?”

“Because…” Pinkie led into the sentence, growing ever-nearer. Derpy’s haunches bumped against the wall. Dead end. “You might overdose.”

“O… Overdose? Pinkie, what… Woah…” Derpy swayed as a sudden feeling washed over her, like the feeling you got from getting out of bed too quickly. She spread her hooves, trying to keep her balance, which was always precarious at best. Now, she felt like she could tip over if a breeze caught her the wrong way…

“Don’t worry, Derpy Hooves.” Pinkie teased, now standing right in front of Derpy. “I’ll make sure you’re okay.”

“Pinkie, I… Uuhh…”

Derpy saw black.

~-~-~-~

Slowly, her eyes fluttered open. At first, she could only see a vague sort of grey mist, which she realized was kind of familiar… It was like the haze of sleep. Her sluggish thoughts tried to organize themselves into some semblance of order, though that was proving to be much more difficult than usual.

“Nn…” She groaned, trying to work her tongue in her mouth. It felt fuzzy, like she hadn’t brushed in a day or so… What was wrong? What had happened? Okay, just like your mother told you. When you’re confused, just stop. Re-think through things, step by step. She had woken up, eaten breakfast, gone to work, made her deliveries, then stopped off for lunch… Lunch… Lunch at Sugarcube Corner. Pinkie Pie and the muffin. It was a good muffin… But what after that? Nothing. A timeless void filled her memory, making her question what was going on. She remembered eating the muffin, and then some fuzzy voices talking about… About an overdose? And then she was here.

A shiver passed through her body, punctuated by something she really didn’t feel all that often… What was that, was it… Was that pleasure?

“Hnn… Heeyyy…” When she opened her eyes the second time, things seemed to make a little bit more sense. She was in a room, looking up at a ceiling. Okay, good. Four walls and a ceiling. The border on the walls where they met that ceiling was blue, and… Were those balloons? Yup. A balloon-pattern border. Okay, so she was in a room with four walls, a ceiling, and ball- “AAH!” She gasped, wrenching upwards as another flash of pleasure drove straight into her core. At least, she would have, if she wasn’t stopped by something. Her elbow flared in pain from being twisted the wrong way, and she looked around in a panic. More of the room was revealed to her as she tried to make sense of what had just happened, but not a whole lot. She could only turn her head about half as far as she normally could, but that was because it would run into her forelegs. Her forelegs were stretched out above her head, and around her hooves she felt a tightness, like she was tied up.

“What the…” Her lower body, though, was much more simple. Flat on her back, legs spread, with a pair of hooves holding her legs open, she was stretched out. “Hey… ‘S goin’ on…” She slurred, still trying to make sense of exactly what was happening. At least whatever she was laying on was soft… Was it a bed? Yeah, it was a bed. There was a pillow beneath her shoulders, just above the joint of her wings.

Realization hit her in a second. She was on a bed, she was feeling pleasure, and there was somepony between her hindquarters.

Yep, she was having sex.

“Pinkie?” She grumbled, squirming atop the bed. The pleasure was much more clear now, radiating through her entire body in waves. The pink-maned mare didn’t stop, her curly head of hair bobbing up and down as she dragged her tongue over Derpy’s most sensitive area. She shuddered again, trying to sound a little more assertive despite the strength-robbing sensation. “Pinkie.”

“Hmm.” The slight acknowledgement didn’t come with a cessation. If anything, Pinkie began licking harder.

“Pinkie, stop.” Derpy groaned, trying to squirm her hips, to move away, do anything. Her wings were pinned helplessly beneath her back, and her forelegs were bound tight. It seemed there wouldn’t be any escape from this predicament.

“Mm-hmm.” Pinkie groaned, sending another shudder of pleasure through Derpy’s body. The mailmare would be lying if she said she didn’t enjoy the sensation… It was the situation that she didn’t enjoy.

“Pinkie, please… If you keep going, I’m gonna-“

“Hmm…” The slight moan sent a vibration directly into Derpy’s clit, causing the Pegasus to fight against a loud gasp. She failed in the end, her breath leaving her lungs in somewhere between a pleasured gasp and a frightened cry. “Mmhmm!” Pinkie gave another groan, nuzzling tighter against Derpy’s marehood. She was sopping wet down there, her grey fur dark with evidence of her arousal. And Pinkie’s saliva, undoubtedly…

“Pinkie! Pinkie, I’m gonna! I’m gonna! AUGH!” Pinkie’s long, flat tongue lapped sloppily at her slit, lapping up every last droplet of cum that Derpy helplessly emitted. She couldn’t stop it. Truth be told, she didn’t want to. If only her hooves were free, she could have pulled Pinkie’s obnoxious head of hair tighter, made her suffocate as Derpy came. Then again, after what Pinkie did, she probably deserved just that.

“Pwah! That was GOOD!” Pinkie gasped, smiling up at Derpy as she pulled away. Her own fur was matted and dark with wetness all around her muzzle, and a thin stream of spit stretched between Derpy’s twitching marehood and the pink pony’s mouth.

“Pinkie…” Derpy panted, her chest rising and falling with her heavy breaths. “Pinkie, why are you…?”

“Hmm? Oh! Why am I eating you out? Well, I figured I owe it to you!” Pinkie beamed up at her, slowly crawling up onto the bed. Pinkie’s hooves dented into the bed, making both of them sink into the covers a little more as she slowly straddled Derpy. “But you pegasuses… Pegasesi, FLYING PONIES are always so… Uuh…”

“Flighty?”

“Yeah! Flighty! Wow, you’re good at this game!” Pinkie beamed once more before leaning in to plant her lips firmly on Derpy’s, the kiss tinged with the musky taste of her own arousal. When Pinkie pulled away, Derpy was wet again. Curse you, repressed sexual desires. Derpy thought to herself, trying to use some of the spit that Pinkie had given her during the kiss to get rid of the fuzzy feeling in her mouth. To no avail, it seemed. She smacked her lips, trying to get rid of the feeling.

“Uuh, Pinkie, you could always just ask next time. You know, no need to tie me up-“

“Of COURSE there’s a need to tie you up, silly!” Pinkie grinned down at her. “If you weren’t tied up, you might try and help me out, or you’d get in the way, or try and fly or something silly like that. Honestly, why would anypony want to do any of that? Nope! You just lay there and enjoy what’s coming to you!” Pinkie hopped off the bed, leaving Derpy prone with nothing to do but wait for the pink mare to return. She could hear Pinkie humming to herself, and she could hear fabric rustling, the sound of a door opening and closing, hooves on the hardwood floor. When she heard Pinkie finally return, she craned her neck to try and see what was happening.

“Pinkie, is that…?” She inquired, looking hesitantly at the massive syringe in Pinkie’s mouth.

“Huh huhn! Ptoo! Uh huhn!” Pinkie beamed, holding the syringe up in her hooves. It wasn’t like a hospital syringe with a needle used to inject medicine or anything. Knowing Pinkie’s line of employment, it was likely one of the ones used to fill donuts and other goods with cream. The tip was rounded instead of pointed like a needle, and the base of the plunger was flared wide, pushed all the way out with the volume of whatever it was inside. The fluid, or cream, or whatever it was, was as bright pink as her captor’s hair.

“Pinkie, I hope you aren’t thinking of putting that in my-“

“Eeyup! This goes in your butt!” Pinkie beamed, positioning the tip somewhere inbetween Derpy’s haunches. She flexed immediately, doing her best to close her legs against the unwanted invasion. “Relax, silly! It won’t hurt!”

“I don’t wanna know how it feels!” Derpy grunted, glaring down at Pinkie. “I don’t wanna know what it is, either!”

“Oh, relax silly!” Pinkie teased, forcing Derpy’s legs apart once more with ease. “It’s just an aphrodisiac!”

“An- PINKIE DO YOU KNOW WHAT THAT DOES?!”

“Of course I know what it does! Duh! I’ve done it LOADS of times. Trust me, Derpy, it’ll feel GREAT!” Pinkie pressed the tip against her back door, making Derpy flex even more. She felt like she was going to cramp up if she flexed any harder. “Come oooooonn,” Pinkie urged, rubbing the tip around Derpy’s tight rosebud with a slight smile. “Just let it happen! I promise, if you don’t like how it feels, I’ll stop and let you go.”

“Pinkie, I… I just don’t… I don’t know…” Derpy relaxed just a little, sagging down into the sheets.

What a big mistake that was.

“AAAAHH!” Derpy tensed up once again, but the deed was done. Pinkie took the window of opportunity and pushed the round tip into her back door. Slowly, her hoof pushed the plunger down, flooding Derpy with the liquid contained inside. She flexed and shuddered, loathing and loving the feeling of whatever it was flowing into her.

“Re-LAX!” Pinkie urged, grinning all the while. “This stuff is GOOD. You’re gonna be begging for it in just a minute. But you hafta let it absorb into your skin before I pull this out. So I’m gonna leave this here, and go get some things, ‘kay?”

“Aahn! No! It’s not okay! Pinkie!” Derpy called out, but Pinkie either didn’t hear or didn’t care. She bounced away, humming happily to herself as she left the prostrate pegasus with a plunger of aphrodisiac in her bowels. The liquid sloshed around whenever she twitched atop the bed, and the tip of the syringe wasn’t going anywhere no matter how hard she flexed and pulsed her rosebud. Derpy gave up after a few minutes of trying, groaning as she fell back onto the sheets. “Great… What have you gotten yourself into, Derpy?” She groaned dejectedly. Eventually, though, the feeling of the liquid in her rear began to abate. Instead, it was replaced by an odd sense of numbness.

It had to have been absorbed. That would explain the feeling she felt. It was spreading through her body, filling her from front to back with it’s chemical mixture. Derpy groaned and writhed atop the bed, wishing she could at least remove the syringe. It was beginning to ache… Or was that something else? Everything down there was kind of fuzzy… She couldn’t really tell what was what anymore. All she knew is it all felt numb. Like it wasn’t her own… When she rubbed her thighs together, she couldn’t feel the way her coat slid against itself. What’s more, her already-pleasured center was beginning to grow wetter. THAT much she could feel. Her sandy-colored tail was beginning to grow damp underneath her. However much she was secreting, it was a lot…

“I’m back!” Pinkie exclaimed, bouncing into the room with a wide smile and a happy tone to her voice.

“Pinkie, I’m… I don’t know if I feel too good…”

“Oh you will, Derpy! Trust me, you will.” She smiled and leaned over the edge of the bed to kiss Derpy briefly. Even that quick, brushing kiss, though, was like a spark to oil. Derpy shuddered when she pulled away, leaving behind a tingling, anticipatory feeling on her lips. It spread slowly, floating through her veins and down to her neck where it slowly faded away. In it’s wake, though, it left a flop sweat, a nervous and eager sort of perspiration. Derpy’s chest began to rise and fall with deep, quick breaths. Low on her stomach, her teats were swelling slightly. The lips of her marehood flared, exposing her glistening and drooling core. The numbness slowly began to fade, replaced instead with the same tingling feeling she felt on her lips and through her neck.

“There we go! It looks like it’s finally kicked in. I guess I can pull this out, then.” Derpy didn’t even register it. When Pinkie extracted the syringe’s tip from her rear, she only knew that something was gone. The numbness was still an issue. “Hmm… I wonder if it’s in full effect yet. Twi told me this stuff would make you scream for pleasure before I ever even touched you. Did I give you too much?”

“Nn… Pinkie, I feel…”

“Whussat? You feel what?!” Pinkie asked excitedly, popping up into Derpy’s vision with a wide grin on her face. Derpy couldn’t put her hoof on it, but she certainly felt something.

“I feel…”

“Yeeeeeeess…?”

“I feel like…”

“Come on, silly! Tell me!”

“I’m on fire!” Derpy’s nerves erupted suddenly. She could feel EVERYthing. The silky-smooth texture of the sheets beneath her, the rough bonds that held her hooves above her head, the way Pinkie’s excited breath washed over her stomach and onto her flanks… Every. Last. Little. Detail. “Pinkie! Pinkie, make it stop! Pinkie, I’m on fire!” She gasped, blabbering senselessly. Pinkie grinned down at her, smiling at the blush that was now painfully obvious on the mailmare’s cheeks.

“There we go. It’s working now.” Pinkie teased, gently laying her hoof on Derpy’s heaving chest. “Relax. Let it happen.” She urged, slowly rubbing a small circle. That simple gesture, just the slight bit of pressure that was slowly being rubbed in a circle, it was enough to send a cold wave of relief straight into her veins. Derpy sagged into the bed, groaning as she felt the flames die down.

But not for long. Derpy felt her fire begin to rise again, making her heart start to pound in her ears…

“Pinkie…” Derpy groaned, writhing atop the bed. “Please…”

“Please what?” Pinkie’s voice was low and sultry, filled with coy promises and teasing delight. Derpy shuddered at the mere sound.

“Touch me?”

“Hmm? I’m already touching you, you silly filly.”

“No, touch me… Down there.”

“What, down here?” Pinkie’s other hoof pressed into Derpy’s knee, well away from the area she was starting to burn in…

“N-no… Higher…”

“Up here?” Pinkie’s hoof slid up from her chest onto her collarbone. While the touch was enough to make her shudder and groan, it wasn’t what she wanted.

“No, not there… Please, Pinkie, I-“

“If you want me to touch you somewhere, you just hafta say it.” Pinkie’s teasing voice nearly drove her over the edge. Derpy couldn’t stand it anymore. She let it loose in a stream of explicit requests, each one as raunchy and dirty as Derpy could possibly imagine. Granted, with her extremely limited sexual experience, it wasn’t much. But she poured her heart, soul, and every desire into it.

“Touch me somewhere, anywhere, everywhere! Lick my cunt, slap my flank, shove your hoof inside of me, I don’t bucking care! Pinkie, please, I wanna cum! I wanna cum so badly! I want you to put this bucking fire out, otherwise I swear I’m gonna burn up and dieeee! Please, just, bucking DO something!”

“There we go!” Pinkie giggled, both her hooves converging on the source of the inferno. Derpy gasped and bucked her hips upwards as the edge of Pinkie’s hoof caught her swollen clit, making a small bit of liquid squirt out of her center. It wasn’t an orgasm, that was just her system going into overdrive. Derpy gasped and bucked her hips straight into the air, shuddering with the rough brand of pleasure.

“Aahn!” She gasped, shivering even as Pinkie began to roughly grind her hoof against her dripping core. The circles she painted sent pulses of pleasure straight into Derpy’s chest, making her feel like she couldn’t get a deep enough breath. Her teats were now rock-hard, standing out from her coat obviously. “Pinkie! I’m cummin’!” Derpy gasped, her muscles twitching every which way. Just a moment after she panted it, she let loose, grunting as her center exploded.

“Holy shit!” Pinkie gasped, pulling her hoof away. No matter, Derpy was mid-orgasm. She could have been miles away from anypony and it wouldn’t have mattered. The pleasure crashed through her veins even as her wet release spattered audibly onto the floor. “Fuck me, that was good!” Pinkie giggled and looked up at Derpy’s blissful expression, the way her tongue lolled out of her mouth heedlessly. Derpy melted into a pool of pleasure, her marehood still dripping and pulsing inbetween her thighs. Her grey coat was now almost completely matted, dark with her juices.

“You thought THAT was good… Just you wait.” Pinkie disappeared once more, leaving a drooling pegasus behind on her bed. Despite how quickly she had just came, Derpy felt the fire build once again, relentlessly rushing through her body. She groaned and squirmed, rubbing her thighs together in a poor attempt at quenching the flames When Pinkie Pie returned, though, she fully crawled up onto the bed with Derpy.

“What are you…”

“Shh.” Pinkie pressed her hoof into Derpy’s lips, silencing the inquisitive pegasus. “I made this myself. It turns out three-day-old bread is REALLY hard, and when you put a condom on it, well…” Derpy glanced downwards, and saw whatever it was Pinkie was wearing.

“Pinkie is that…”

“Eeyup! It’s my very own, super-dooper, ultra-looper baguette-bagged strapon!”

“Oh for the love of Luna…” Derpy groaned and let her head fall back onto the pillow. “Just put it in and let’s be done with this…” Despite her moderate disgust at the fact that Pinkie Pie had fashioned a sex toy out of hard baked goods, she was still under the effects of the drug, and wanted nothing more than to cum again.

“Okie Dokie Loki!” Pinkie adjusted so her hindlegs were inbetween Derpy’s, who readily spread her legs wide to give access to the condom-clad baguette. As Pinkie began to adjust the long, hard rod against her dripping hole, Derpy groaned in anticipation.

“Do it.” She panted, her chest rising and falling.

“Right on! Let’s party!” Pinkie pie’s lips met Derpy’s just as she drove her hips roughly forward. The grey mailmare nearly cried out as the hard rod filled her up, the condom working well to make the bread slide over her slick walls. It felt almost exactly like the stallion-dildo she had at home, for when she was too frisky to do anything productive. Even then, she only used it to achieve a goal, then she would wash it and put it away. Right now, though, she was afire with desire and only Pinkie and her odd baked-good contraption could quench the flames.

“Aahn! Aah! Haah!” Each thrust drove Pinkie’s hips straight down into Derpy’s own, making her gasp and grunt in time. Pinkie kissed her now and then, their tongues wrestling for a moment before backing off, crying out a few times, then meeting once more.

“You know,” Pinkie gasped inbetween makeout sessions, even as her hips moved in a perfect rhythm. “You pegasus are awfully skinny. If you put some meat on your bones, you might be able to handle a beating like this!”

“Shut up and fuck me!” Derpy gasped, her entire body shaking under the force of Pinkie’s thrust. The pink earth pony had the stamina inherent to all of her race, and started to deliver more and more rough, relentless thrusts. Derpy took it like a champ, though. A long childhood of clumsiness had dulled her to most forms of pain, and made her tough. Aside from Rainbow Dash and her numerous crashes, Derpy was probably the toughest pegasus in Ponyville. Maybe in all of Equestria.

After all, if she could survive High School cloudball, she could survive fucking Pinkie Pie.

“Harder!” Derpy gasped, lifting her hips into the next few thrusts. Doing so bent the baguette at an odd angle, thrusting it up into Pinkie’s crotch. She got a gasp in return, but Pinkie hardly even faltered. Leave it to earth ponies to take a blow like that in stride. If it had been some namby-pamby unicorn, they probably would have came right then an there. Instead, Pinkie rode the feeling, grinding her own dripping crotch down against the latex-clad loaf of bread. Derpy grunted, feeling her walls filled and voided in an instant. Multiple times per second, the was subjected to Pinkie’s thrusts, the pink mare ruthless in her ministrations. The flames were slowly being quelled, and Derpy began to come down from her high.

Two orgasms and a position switch later, Derpy let loose the last bit of release she could muster. Pinkie’s hoof twiddled her clit from behind, even as the prodigious amount of liquid spilled forth. Derpy shuddered under the sudden voiding, her muscles completely tapped. Lathered with sweat, dripping cum, and completely exhausted, Derpy passed out…

~-~-~-~

“Hey, Pinkie!” Derpy pushed through the door to Sugarcube Corner with a smile and a happy bounce to her step. Pinkie bounced behind the counter excitedly as the mailmare approached.

“Derpy! Ohmigawsh, are you here to deliver a package?! Please tell me you’re here to deliver a package! I’ve been waiting on one for like, for-EVER!” She beamed, looking expectantly at the pegasus.

“Yup! Straight from Baltimare, this one’s been addressed to Sugarcube Corner!” Derpy grasped the package in her mouth, wrestling it out of her saddlebags. The box was hefty and rather wide, and she had some difficulty maneuvering it onto the counter. Pinkie pie, meanwhile, went to draw the blinds on the store and flip the sign around to “Closed.”

“Oh goody! I’ve been waiting for this one! C’mon, let’s open it!”

“Eer, did you get this for us?” Derpy asked, arching an eyebrow inquisitively. Since Pinkie was drawing the blinds and closing the store, she could only assume what this meant… She hoped it didn’t, since she still had two more deliveries to make and it was close to sundown…

“Mmhmm!” Pinkie tore open the packaging, grinning as she opened the box underneath. “Y’see,” Her hooves pried the flaps open, ripping the tape up as she revealed the contents. “Since you liked it so much last time, I figured we could do it again!”

“Oh no…”

“Hey Derpy?!” Pinkie beamed, lifting the package out of the box. It was long. And very, very thick. “Want a muffin?”

-----Notes from the Author------

Fuck me, why did I write that…?

The original request called for Derpy to be tied up in a barn with Pinkie Pie, but I couldn’t figure out a way for the two of them to logically be in a barn. So I took an out. My apologies to the requestee.

Also, I tried to make it funny. Yeah, I can’t write comedy. I suck at it >.> As such, I suck at writing Pinkie Pie.

This chapter had some undertones of rape, didn’t it? O.o

Well, I guess it’s my liberty to take some creative license with requests? Again, my apologies to the requestee. I had honestly written about 4k words before I even went back to look at the original request.

Touch Me

The Elements of Harmony masturbate together.

Thanks to Avid Reader for this unique request!

This is a premise explained in my other story, A Different Kind of Love. Essentially, the Elements of Harmony are linked via magic, and can see/hear/feel one another’s thoughts. I’ll explain it a little at the beginning. In short, humanized thought-reading clop imminent.

Categories: Human, A Different Kind of Love, Masturbation

Warnings: Nothing too major

“Touch me”

~-~-~-~

Twilight Sparkle groaned as she sat up in her bed, ruffling her hair as she fought to shake the early-morning grogginess. “Curse you, erratic sleep schedule.” She moaned, slowly extricating herself from the tangled sheets. Once she was on her feet, she could finally wake up. She took a few moments to stretch languorously, feeling her joints pop with a satisfying sound. “Ooh,” Her hands worked a kink out of her ribs, wondering if she had slept in the wrong position again… No matter, she hardly slept anymore as it were.

Mornin’ Twi! Ah see yer up early. Twilight whirled around, searching her room for the eerie voice.

“Who’s there?!” She asked, feeling panic and concern well up in her throat.

It’s me, Twi. Remember? That link thingy y’all did to us?

Realization flooded into her sleepy mind, making her sag with relief. This wasn’t another voice she was hearing, it was a thought. Applejack’s thought.

Sorry, AJ… I don’t know why I keep forgetting that we even have it…

Hehe. Applejack’s chuckle was almost audible to Twilight, though it technically wasn’t a sound wave being made. Another late-night study session followed by restlessness, eh Twi?

You could say that… Twilight almost said it out loud, but her words would have gone unheard. She had to think it for anyone else inside the link to hear it.

You know what you need, Twi?

Do tell, AJ…

You need some good, old-fashioned hard labor. Ah tell ya, every time I’m out here harvestin’ the trees, workin’ up a good ‘ol sweat, workin’ out the muscles, ah’m plum tuckered out by th’ end uh the day. Alls ah cin think about is takin’ a hot shower, drinkin’ a tall glass uh hard cider, an’ passin’ out for mah forty winks. Despite the ineloquent delivery, Applejack DID have a point… Twilight seldom got the chance to exercise. Perhaps she had too much energy built up to be properly tired by the end of the night? Tell you what, sugar. Y’all come on out to th’ farm, and ah promise ah’ll have yeh right tired by the end o’ the day. Whaddya say?

You know what, Applejack? That sounds divine. I’m assuming I’ll want to wear something that I don’t mind getting dirty in?

Well you shore as shoot don’t wanna wear your gala dress! Even over the link, their joined laugh reminded Twilight why she was friends with such good people.

~-~-~-~

“Phew! I’m beat!” Twilight groaned, slumping down in the chair on Applejack’s front porch.

“Y’all did a good job out there today, Twi. Ah know you’ve proven yourself before with th’ harvest, y’know, when I was bein’ an idiot. But ah never expected to see you work that hard. Here, sugar.” Applejack handed a tall mason jar filled with some dark brown liquid and ice to Twilight. The magi gladly accepted the glass, curious what it was that was inside. A first sip revealed it to be nothing other than an extremely hard cider. She coughed a little, grimacing at the bitter bite of alcohol.

“Sh-shit…” She coughed, holding a hand to her chest.

“Hahaha! Y’all might be able to work like a human, but you shore drink like a magi.” Applejack thumped her on the back, making her sputter some more. “Ah’ve got some wine coolers leftover from Applebloom’s birthday party iffen you want one of them.”

“Please.” Twilight handed the glass back off to her, which Applejack took no time wasting in downing half the liquid inside. She didn’t even grimace before swaggering off to get Twilight something more tame. Sitting on the front porch, Twilight was able to relax for what felt like the first time since lunch. Big Mac had come around in their beaten-up old truck and handed off a large picnic basket filled to the brim with sandwiches, salad, mashed potatoes, gravy, and all sorts of hearty food. Twilight couldn’t eat all of it, but what she missed Applejack gladly ate. They both polished off half a gallon of water apiece and then had set back in on the work.

Now, at around six in the evening, Twilight was left with nothing to do but wait for Applejack to return with her drink, and watch the sun set. It was getting along into Autumn, and all the trees were turning brilliant shades of yellow, golden, and red. All day long, they had harvested massive, soft golden delicious apples, along with a few reds here and there. There were not granny smiths to be seen in the orchard. Twilight loved this time of year. The air was chill, the sky was clear at night, and everything was quiet. Solemn.

“Here.” She started a bit as Applejack handed her an open bottle of some sparkling liquid. She took it, smiling sheepishly at Applejack’s grin. “Jumpy?”

“Yeah, just kinda spaced out. I guess I am really tired.”

“Well that there pussy beer ain’t gonna get you drunk enough to pass out.” Applejack quipped, grinning as she took a hearty sip of her cider. Twilight chuckled and sipped at the liquid, thankful for the much less-pronounced bite of alcohol in the liquid. It tasted good, cold, and smooth.

“I think I can pass out on my own, thank you very much.” Twilight chuckled. Applejack sat in the chair next to hers, the two of them looking out over the orchard while they enjoyed a drink.

“Y’all did a good job today, Twi. Ah’m glad we got yer help.”

“Thanks, AJ.” Twilight said, smiling softly. “I think this was just what I needed. Some good, hard, physical labor.”

“Yeh… Only one thing tuckers me out better n’ harvestin’.” Applejack grinned as Twilight shot her a quizzical glance. “Fuckin’.”

“Ppbth!” Twilight spit her drink out, thankful most of it arced over the railing and into the yard. Applejack erupted into laughter, stomping her feet and slapping her bare knee at Twilight’s reaction. It really wasn’t a topic of conversation they visited often. Granted, they had all shared one detail or another about their personal lives, it was just that Twilight hadn’t been expecting it in that moment. “Th’ look on yer face! Bahahahaha!”

“Oh shush,” Twilight slapped Applejack’s stomach with the back of her hand, blushing as she sat back in her chair.

“Seriously, though.” Applejack wiped tears of mirth from her eyes, still chuckling softly. “There ain’t nothin’ better ‘n givin’ someone a good, hard ride, stretchin’ out, and sleepin’ the day away.” Twilight sipped at her drink, mulling the taste and Applejack’s words over… There was much truth to what she was saying. Nothing seemed to tire Twilight out like sex. Sweaty, hard, rough lovemaking. What she would give to go home, stretch out on her bed, and open her legs to someone who would ride her nice and hard.

“I gotta go.” Twilight stood suddenly. Applejack smiled up at her, that expression on her face meaningful in more ways than just one.

“Why’s that, sugar?” Twilight glared at her before slamming the rest of her drink.

“I blame you for this.”

“And ah accept the blame. Twi?” Applejack caught her just as Twilight stepped down off of the front porch. “Use somethin’ better than a hairbrush.”

“Ugh!” Twilight stomped off, leaving Applejack on the porch with tears in her eyes as she burst out laughing once again.

Leaving was probably a very bad idea. It was a long walk to her house, and the air was only slightly chill. Room-temperature when she crossed from the long shadows into the small pockets of dying sunlight. She didn’t meet anybody, and there wasn’t anything to really look at, save for the trees. Which she had been looking at all day. So Twilight stewed. She walked as fast as she dared, praying the friction of her jeans inbetween her thighs wasn’t going to start a fire. It honestly felt like her crotch was going to combust at any moment. She walked so fast, in fact, that she was sweating again by the time she reached home.

“Heya Twi. How was Applejack’s?”

“Fine.” Twilight huffed, shutting the door behind her.

“Woah. Sorry I asked.”

“I’m sorry, Spike.” Twilight groaned, leaning back against the door. “I’m just exhausted… Applejack put me through the wringer.”

“Aah. No issues. Dinner’s in the oven whenever you want it. May I?”

“Hmm?” Twilight peered at him inquisitively, arching an eyebrow.

“Remember? Thursdays with the crusaders.”

“Right. Everfree camping.” She didn’t know why she didn’t spot Spike’s pack ready-made, sitting by the door. “Be careful?”

“Always. Besides, Sweetie Belle’s getting really good with her magic. We’ll be fine.” Twilight’s heart soared as Spike slipped past her, grabbing his pack and hoisting it onto his back. She would have the house to herself! “Bye!”

“See ya, buddy. Have fun.”

Was it just her and her dirty thoughts, or was there something more behind Spike’s grin at her words? Probably just her brain… She was about to head straight for her room at the top of the stairs when a draft from a nearby window pressed the damp cloth in the small of her back against her skin. She shuddered at the chill touch, realizing she was remarkably sweaty, and probably very dirty as well.

“Honestly,” She muttered gently. “It’s like the world wants me to suffer. I just wanna get off right now…” Instead of taking time with her favorite hairbrush, Twilight instead began to draw a bath. She added more soap than she normally did, and laid out a couple of washrags. When she peeled her dirty shirt off, she grimaced at the smell that wafted past her nose. It wasn’t unpleasant, since it was her own, it was just… Musky. She really had worked hard, hadn’t she? When she peeled her jeans off, though, she was greeted with an unfortunate circumstance.

“Ugh… Look at that…” She ran a hand over the inside of her thigh, feeling a liquid other than sweat under her fingertips. “Soaked. These are probably ruined.” When she slowly slid her panties down, she couldn’t help but notice the large dark spot on the crotch. Yup, she had all but soaked through her underwear. Each soft brush to her tender center sent shivers shooting up her spine.

“Not now, Twi… Save it for after the bath…”

Twi? You there? Applejack’s thought came to her in a moment. Without realizing, she had turned on the link. It did have a sort of switch on it, so that one could enter and leave whenever they wanted. Sometimes, though, it was tricky to tell when it was on or off.

Yeah. What’s up, AJ? I’m about to take a bath.

Oh, that’s right… I forgot y’all don’t got a shower at your place.

Yeah… What of it?

Nah, nothin’… I was just gonna say iffen you had one, you might want to pick up one of them new showerheads. The kind where you can pull it off and aim the water?

Right. I remember seeing those at the hardware store last week. She had needed some extra-strength glue for a book binding, and her excursion into the seldom-used store had piqued her interest.

Yeah. Them’s the ones. Well, think about it, Twi… They have adjustable settin’s.

I’m afraid I don’t follow…

Think about it more, Twi. One of them settings is ‘massage.’ It took a moment for the message to sink in, but when she got it, it came with a fresh wave of wetness downstairs.

Oh you bitch…

Hahahahah! Jes thought ah’d let you know. Big Mac picked up one of ‘em las’ week. Ah’m tellin’ ya, Twi… It’s divine.

Oh shut UP! Twilight removed herself from the link, glowering as she stepped into the tub. She couldn’t have these thoughts, not right now. She needed to be clean so she could get to a point where she COULD have those thoughts. She scrubbed away, trying to focus on each inch of skin. Between the hot water and the rough scrubbing, Twilight’s skin was pink and fresh-feeling in ten minutes. Her fingers were beginning to wrinkle, though, so she rushed through cleaning her hair before pulling the plug and slipping out. Remembering then that Spike wasn’t home that night, she designated a single towel to drying off, and when she stepped out of the bathroom into the hall, she was bare. The cool air of the early evening washed over her skin, making her shiver just a little.

By the time her long hair was dry, she was already in her room, the towel draped over the back of the chair at her desk, and she was slowly laying backwards onto her comforter. “Finally,” She groaned, inhaling deeply through her nose. “Alone at last…”

Twilight had been waiting for this moment for what felt like the entire day. She could wait just a minute more. Time to take things slow… Her slender arm stretched out, reaching for the bottle of lotion on her bedside table. She popped the cap, depositing a small bit of the cream on her opposite hand. Closing the bottle once more, she spread half the cream to her free hand, then pressed both of them against her chest…

“Hmm.” She groaned, feeling the cool cream begin to warm up slowly. Her hands rubbed all over her breasts, from the underside up to her collarbone, over her nipples and down to her cleavage. She rubbed the lotion in everywhere, feeling how smooth and slick her skin was quickly growing… “Aah…” As her fingertips began to pay more attention to her nipples, she felt the flesh slowly grow hard… “Oh, yess…” Spike was nowhere near the house. The walls were thick, so no one nearby would hear her. Just to be safe, she cast a soundproofing spell on the room. Once that was finished, she returned to the lotion application…

“Haah…” She exhaled audibly through her mouth as she started rubbing the lotion in to her stomach, caressing each gentle curve from her ribcage down to her pubis…

“Oh fuck it.” Twilight couldn’t handle it anymore. Letting loose a throaty groan of fulfilled desire, Twilight delved in… Two fingers on her left hand spread her damp lips apart, while two from the other pressed deep inside… She felt her fingers glide over her wet walls with remarkable ease, filling that aching gap that she had been wanting to stuff for the past… Who knew how many hours.

Aahhn! The thought was not her own. In the heat of the moment, though, it might as well have been. She paid it no mind, her own already too wrapped up in thoughts of what wild and kinky sexual adventures could be taking place down there instead of her boring fingers. Oohh, yess… I needed this…

Tell me about it…

Woah, you guys too?

Oh… My…

Well, shoot.

Eer… Well, this is an awkward predicament…

Twilight froze. Her eyes were wide. Her fingers were still buried deep inside of her, but they didn’t move.

Five voices, five thoughts other than her own, had just entered her mind.

She was masturbating.

Uuh… I can explain…

Right, this must be some misunderstanding. A fluke, right, Twilight? Rarity’s thoughts seemed desperate as they entered Twilight’s mind, following shortly after Dash’s.

Wait, hang on, everyone chill out for a second… Twilight closed her eyes, trying to make sense of what exactly was happening. Her fingers slid out, resting flat on her pubis as she let her thoughts expand…

Are we… Are we ALL…?

Eeyup. I shore think so.

Uum…

My, how embarrassing…

Oh wow, that’s just too funny…

I know! Tell me about it! Twilight wasn’t the only one of the elements of harmony masturbating in that moment… In fact, all six of them were.

Hey, uh, Twi… This link thingy is cool and everything, but, uuh…

Can we… Uum… Shut it off? Both Dash and Fluttershy seemed apprehensive. Mood all but ruined, Twilight groaned and slumped down into her sheets.

You should be able to… Remember what I said when I first cast it, how you can imagine a candle.

Right… I’m tryin’ that, and I can still feel you guys. It’s more than it used to be… Like, I dunno… Like I can FEEL you guys in my head. Wow, that sounds like I’m a nutter, huhn? Only she wasn’t… Twilight could feel the exact same thing in that moment.

No, no, Rainbow Dash. I can understand you… I can feel it too. Fluttershy, are you in the shower, darling?

Mmhmm…

Twilight, it feels as if… Almost as if you’re laying in bed… No?

That’s right… Twilight could feel each sensation as Rarity listed it off. She could feel the water caress her skin, sliding down her body every which-way. Which was odd, since she had just gotten out of the bath. As she focused more on the feeling, though, other feelings began to flow into her… Feelings of…

Pinkie, are you using a dildo?

Uuh, duh! Of course! Nothing else really does it for me anymore, not unless I have, you know, somebody here. In me.

Okay, I get it…

With their cock.

RIGHT.

Or fingers. Or a tongue! Did you know sometimes girls are better at licking than guys? It was scary the first time I had it done by a girl!

Oh my sweet… I can’t believe I’m having this conversation right now… Twilight couldn’t quite hear it, but she knew that Fluttershy squeaked…

Alright, look… It appears as if the link spell I performed has some sort of transubstantiation…

Uuh, Twi… Not all of us here are magi. And those of us that are, only half of ‘em are any good.

Hey!

Sorry, Rarity. But you cain’t hold a candle to Twi. You mind tellin’ us in, uuh… Layman’s terms what that means? Twilight sighed, groaning as she writhed atop the sheets. Pinkie’s dildo was making her feel like she was filled… That, and Fluttershy’s shower made her entire body throb with pleasure… This was such an odd experience…

It’s like… I can feel what you guys are feeling, all of you… To extrapolate on what Rarity was guessing, I can tell that Fluttershy is in the shower, Applejack is sitting in a chair, Rarity is on her bed with the silk sheets, Pinkie is using a dildo of sorts, and Dash is on a cloud. Me? I’m on my bed. You should all feel in your right hand a plastic bottle. But you’re probably not holding a plastic bottle. Twilight grabbed the lotion she had been using earlier, wincing a little as Pinkie shifted her position. The dildo inside of her twisted a little, making her shudder.

Just like I’m sure not every single one of us is taking a shower. Not every single one of us is using a dildo-

Though you should be!

-and I sure as hell don’t have silk sheets.

You should, darling… Simply divine.

Uuh… Is there a way to shut it off…? Fluttershy grounded them all back in reality with a simple question. One that Twilight had difficulty focusing on, thanks to Pinkie, but it was a good question. Twilight bit her lip, thinking hard.

Oof, ow… Twi, take it easy with the calculations and whatnot… That’s hurtin’ mah brain…

Yeah, me too… Hard enough to calculate wind trajectories, let alone all that…

Oh… So you can hear my thoughts, too?

Most of them… Some of that was just meaningless jibberish, darling.

Hey guys! I got an idea! Twilight sighed as she felt the sensation of being filled subside, taking with it some of her strength. She collapsed onto the mattress, sighing as she oozed a little more wetness.

An’ what sorta idea is that, sugar?

How about… Pinkie paused for a moment. We all ROLL WITH IT!

AAHN!

OOH!

F-ahk! Pinkie!

Ow! Ow, please, ow!

Woah! A little warning next time, Pinkie!

Haah… Fluttershy, are you okay?

Uuhn… Owwww…

Pinkie, in classic pinkie style, had been the first in their group to take things the next step in the direction they all wanted to go, but none of them wanted to walk. Twilight arced her back off of the bed as soon as she felt the dildo ram back inside of… Her? Them? Pinkie? Whoever. It filled her up, too, made her gasp as she was violated. Well, maybe not violated… But definitely forced. Despite the thin thoughts from Fluttershy, who was now leaning back against the shower wall, none of them felt pain… Maybe a little bit of discomfort, but the movements was surprisingly nice.

Fluttershy, say something…

don’tstop

Wha…?

Don’t… Ngh… Stop…

That’s the spirit! Right then, here we go!

AAAAHHNN! Twilight bucked her hips off of the bed once more, this time thanks to several rough, rapid-fire thrusts from Pinkie’s toy. She shuddered softly, feeling the massive shaft glide in and out of her soaked walls with ease… The water caressed her front, coursing down between her legs, and the silk sheets on her back made her shiver even more. To top it all off, blood was rushing down into her legs, thanks to her sitting position, and the cloud holding it all up made her feel weightless.

Pinkie Pie, Rainbow Dash, Fluttershy, Applejack, Rarity… They were all contributing… Time for Twilight to help out. Grabbing the bottle of lotion once more, she poured a healthy portion directly onto her stomach.

Ooohh… That feels really slick…

Is that lotion…? Haah!

Y-yeah… Ngh… I’ll… Help out… Twilight found it difficult to focus on spreading the lotion, thanks to Pinkie’s rough touch, but she was able to spread it over her stomach, at least… It felt divine, the way her hands caressed every little curve, spreading the warm, slippery lotion all over her body… Dare she say, she could get used to this…?

Ooh… Ooh, girls, I’m going to…

Aah! I’m so close!

Hmm! Hmm!

Ah’m gonna…!

Don’t stop! Don’t stop!

Come ooooooonn I’m gonna-

Twilight’s hand flew to her crotch, and not a second too soon…

CUM!

If her palm hadn’t been there to deflect the brunt of her orgasm, Twilight would have undoubtedly hit the far wall. The combination of all five pleasures mingling into one, coupled with the orgasms of five other people… Twilight’s post-orgasmic mind reeled with the implications of the exponential factors involved in the-

Blackness.

Twi?

I think she passed out…

-----Notes from the Author-----

Written in about an hour and a half. I liked this request, and I may revisit it at some point. No promises.

The Contract

Celestia and Silver Spoon discuss whore/consort contracts

This chapter will be non-humanized pony clop

Thanks to Diamond Sparkle for the unique request :3

Categories: Whore, Consort, Celestia, Aged-up Silver Spoon

Warnings: Should be tame

“The Contract”

~-~-~-~

“Our agenda?” Celestia said, half-interested in her aide’s dull, boring drone. He read each item off of the list as if he were an autonomous machine. In the same pitch, with the same inflection, with the same dull, boring, monotonous tone…

“At ten-thirty you have lunch with the representative of the crystal kingdom, at noon you have tea with your student, at twelve-thirty you’ve a spa appointment, at two there is a budget meeting, at four there will be a charity drawing, at five you are slated to make an appearance at the opening of the Wonderbolts show, at seven will be dinner with Princess Luna, and at eight… Well…” The pause in her aide’s monotonous speech was so uncharacteristic, Celestia actually did a double-take.

“Quill?” She asked inquisitively, peering down at the nervous unicorn. Her aide shuffled through his papers, his magic glimmering as he tried to find the one he sought.

“Eer… Forgive me, my princess, but I can’t find the docket…”

“Docket for what?” She asked, taking a step closer. “What happens at eight this evening?”

“The new matron for… Eer… For the Spoon family…” Celestia blinked, then smiled. That’s right… Silver was coming of age.

“Aah. No need to find the docket, Quill. I shall improvise.”

“P-princess?” He stuttered, looking up at her with wide eyes. She winked at him slyly, resuming her slow walk down the hall.

“Not the first time I’ve interviewed for the position, Quill.”

“Aah... Y-yes, princess…” Quill seemed relieved to have avoided disaster. Then again, a document for a meeting about such a thing was an uncommon occurrence… Despite the busy day ahead of her, Celestia was looking forward to two things. The spa, and her eight-o-clock appointment. It was close to ten-fifteen, and Celestia was enjoying the leisurely stroll to her lunch appointment. Breakfast still weighed heavily in her stomach, which was good considering it was bad manners to eat a large lunch during meeting with esteemed dignitaries. Perhaps she would settle for a small citrus salad… Not to mention tea with Twilight was going to top her off… Which would hopefully leave her enough time for a short flight. Celestia rarely got to exercise these days.

She and Quill cut through the gardens, taking a moment to inhale the fresh scent of a lilac bush before making their way into the eastern wing. Bowing gracefully, Quill left her at the door with seven minutes to spare until her appointment. Punctuality was one of Celestia’s greatest traits, and she owed it to her five-star aide. Nevertheless, her mind was focused on the business at hand. With five minutes remaining, Celestia opened the doors and put on her smile. Time to meet with an old friend…

~-~-~-~

As usual, the day went perfectly well. Lunch with the crystal dignitary was productive, and Twilight’s company was always a pleasure. Her unicorn protégé had much to share about recent lessons, some of which were absolutely fascinating. Celestia had enjoyed a fast flight shortly after, working up a good sweat before the spa. Sometimes, Celestia felt guilty for showing up at the spa in such a state, but the girls seemed almost all too happy to go to work on her frazzled mane, or to wash away the dust. That, and the preening had been top-notch.

Refreshed and renewed, Celestia had attended both the budget meeting and the charity drawing with a wide smile on her face. Both proved to be extremely productive, and much to her surprise, the Wonderbolts season opener was both riveting and enjoyable. She got to unwind with a few drinks, and all the excitement managed to work up her appetite surprisingly well. By the time dinner with her sister rolled around, Celestia was hungry.

“Good evening, Luna.” Celestia quipped cheerily as she entered the royal dining hall.

“Celestia. Did the day go well?”

“Surprisingly so.” Celestia took her seat opposite Luna at the intimate little table, already set out with some appetizers.

“You seem happy. More so than usual.” Luna observed, sipping at her coffee. Given the night Celestia had ahead of her, she helped herself to a cup as well. “And you’re drinking my coffee. Something is happening this evening, isn’t it?”

“Something indeed.” Celestia said with a warm smile, adding cream and sugar to the near-black liquid. Luna drank hers straight.

“Mind informing me?”

“Of course,” Celestia sipped at the drink, humming her approval. “Silver Spoon will be taking her mother’s position this evening, provided all goes well.”

“Silver? Really? Is it that time already?”

“Well… Unless I’m mistaken, her mother has fallen ill. So, unfortunately, proper ceremony will have to wait.”

“That’s unfortunate… Is there anything we can do for her?”

“The doctor seems to think we cannot… And you and I both know some ponies just have their time.”

“True…” Luna appeared downtrodden. “But Silver? Really? I thought her home was in Ponyville? In fact, correspondence from her father suggested she was growing up to be somewhat of… How do you say, a snob?”

“Up until recently, it has been, and you’re correct…” Celestia waved a hoof absently. “But I met with her father a few weeks ago. Apparently, the younger sisters of Rarity and Applejack, along with their friend, have had quite an impact on Silver. She’s still rather… Well, stuck-up, as you know all Spoons are, but she’s grown up quite a bit. She’s already twenty-three.”

“Really? Has it been that long?”

“Time flies, does it not?”

“Wow… I guess it does. She’s only two years younger than the requirement. Goodness, she might be the youngest matron in history.”

“Not quite… I’m afraid in your absence, I interviewed an eighteen-year-old.”

“Eighteen? What brought that about?” Luna seemed to be halfway between shocked and amused. Learning of things that had happened during her thousand-year imprisonment was always interesting to her. Celestia figured she would have been bitter, but following Nightmare Moon’s defeat, her sister had been remarkably humble.

“Ironically, sickness yet again… It’s been rumored the Spoon family has weak blood.”

“That might explain it… How did said eighteen-year-old do?”

“She was among the best I’ve ever seen, ever since the first matron.” Celestia sighed happily, remembering the pleasant memories even over the haze of time.

“Well, high hopes that Silver performs as admirably. To the Spoon family.” Luna raised her coffee cup, and Celestia happily clinked them together.

Dinner was always a pleasant affair. Luna and Celestia worked so well together, they always shared everything and held meaningful conversations. Whenever they disagreed, they would handle the arguments civilly, and were perfect balances for one another. Where Celestia tended to be liberal in handling the affairs of Equestria, Luna’s conservative standpoint would check her when it was necessary. She was a perfect partner. Together, the two of them had guided Equestria into an unprecedented age of prosperity, unseen since Nightmare Moon’s banishment. Once dinner was finished, the two of them executed the change from night into day, and the magnificent display of heavenly prowess always left Celestia feeling rather reverent, and even a little thankful.

Luna’s beautiful moon lit Celestia’s late-night stroll. Shortly after dinner, Quill had been relieved and Celestia was left to her own devices. With half an hour left until she was due at the Spoon household, she enjoyed yet another peaceful walk. Alone in the gardens, Celestia wandered the hedge maze for a while, visited the statue of Discord, and admired the night sky. Fifteen to, she boarded her carriage. These sorts of things did require a small amount of ceremony, despite how short a distance the house was from the castle.

“House” might not have been the proper term… More like a mansion. The Spoon family had always boasted luxurious living and high-brow fashion, and thanks to their line of business, they could certainly afford it… Still, Celestia was impressed with how well they managed. They had faced their fair share of controversy in the past, but thanks to Celestia’s intervention, they had flourished. In return, the Spoon family made several generous contributions to the community, and were always willing to cater to Celestia’s… Requests.

When she arrived, the red carpet was, quite literally, rolled out for her. She smiled warmly, and unlike other professional engagements, this one was genuine. The carpet was warm and soft beneath her hooves as she exited the carriage, stretching across the cobblestone drive all the way to the front door. As she approached, two ravishing-looking mares in high-cut dresses pulled the doors open for her, bowing as she passed. When she entered the foyer, she was greeted by close to forty such mares (and a few stallions) all dressed in alluring, varied clothes. Pegasi, Earth Ponies, Unicorns, they were all there. Smiling, talking amongst themselves, and as Celestia approached the front desk, the stallion behind it smiled warmly at her.

“Good evening, Princess. You’re early.”

“Naturally.” She said, her tone absent given she was eyeing one very attractive stallion seated casually on a nearby couch. The pony behind the desk followed her line of sight.

“Aah… If you’d like, I could arrange-“

“No need.” Celestia cut him off, just barely managing to tear her gaze away from the other stallion. “I’m afraid I’m here for business this evening.”

“Of course.” The cheeky stallion’s knowing smile accompanied him as he slipped out form behind the main desk. “Right this way, Princess.” She was led into the Spoon household, off and away from the main thoroughfare of lounges and sitting rooms. Some of which she was familiar with herself. Rather than visit the numerous rooms and lounges, though, Celestia was led into a much more formal area of the mansion. Five minutes before her scheduled appointment, Celestia was led into a beautifully-furnished office.

“She’ll be right with you, Princess. Can I get you anything?”

“No, thank you.” Celestia scanned the walls, which were hung with several portraits of the family. When the receptionist left her, she was focusing on one photo in particular…

“Dear Polish…” She sighed, looking at the framed photo hanging in the middle of all the others. “I’m going to miss you…” Silver’s mother, the current matron of the Spoon family, was a good friend of Celestia’s. The two of them had been through quite a bit together, including a little bit of a changeling fiasco. The picture itself was Celestia and Polished, or Polish for short, enjoying a peaceful chat with good drinks and good company. She sighed wistfully, raising a hoof to the frame…

“That was her favorite picture.” Celestia nearly jumped at the sound of Silver’s voice, glancing over her shoulder at the white-maned mare. “Her stories of you were some of my favorites growing up. Every time we got the chance to visit Canterlot and see her, I always wanted to hear about you… She’d bring me in this very office, sit me in that chair there, and tell me the story about that picture…” Celestia looked back at the picture, remembering well that night in particular…

“I’m sorry to hear of her sickness… You know that we’re willing to use anything at our disposal to help…”

“This is, unfortunately, one of those that cannot be helped.” Silver said quietly. Celestia could tell the situation weighed heavily on the young mare’s mind, by the way she seemed so downtrodden… “Besides. It’s her time… She has no regrets.”

“Is it painless?”

“Mostly. Just a matter of time at this point… Ahem.” Silver cleared her throat, quickly wiping a hoof over her eyes. She pushed her glasses up to get at the tears that fought to break free, and when they fell back in place, she had to take a moment to adjust them. Celestia smiled warmly, turning her back on the photo.

“Sorry. I know I’m here for business, so let’s get to it.”

“Right… Well, this is an interview, so… I suppose… Ask me any question?” Silver was still relatively young, especially for a position such as this. Under more fortunate circumstances, she would have had two whole years to prepare for the role. Celestia knew she was prepared enough, though. It would be tough, but with the princess’ guidance, Silver would likely be an admirable matron.

“First off, let’s just clear the air…” Celestia gently lowered herself into the chair opposite Silver’s, the two of them locking gazes across the desk. “We’re both professional mares, so there shouldn't be any shame when we mention the word ‘consort,’ ‘escort,’ or ‘whore.’ What you and your family do is not only beneficial to the community, but an integral part of Equestrian society. I’m both honored and proud to call your home and establishment a part of my esteemed city. These terms are not derogatory to me. If anything, Silver, they are a badge of honor and should be worn proudly.” Silver’s smile was both genuine and heart-warming. Celestia’s face mirrored the grey mare’s, the two of them sharing a moment.

“Thank you, Princess. My mother spoke very highly of your approval. Having you on our side was paramount in ensuring we had a place in the world.” Silver’s respectful tone mirrored her humble bow. Silver was already making a good impression. Celestia had high hopes for the young matron. “Hearing it from you directly, though, is something else entirely. I’d be lying if I said it didn’t put some fears to rest.” They both chuckled slightly before Celestia continued.

“Then on to business. I’m going to be very firm when I make the next few points, Silver… They are irrevocable, and concrete. Not negotiable. Do you understand?”

“Completely.”

“Right. First, no pony will be strong-armed or manipulated into a contract with your family. Being an escort is a profession, a way to make a living. Every pony who works for you will do so of their own accord, and reserves the right to withdrawal their contract at any time for any reason, and can choose to keep that reason secret should they wish. No questions asked. Inversely, you and your family have the right to interview, audition, and decide whether or not a candidate is suitable for employment. Do you understand this?”

“Yes, Princess, I do.”

“Summarize, please.”

“In short, we aren’t allowed to force any pony into a contract against their wishes, but we have final say over who we decide to hire.”

“Precisely.” Celestia smiled. Silver was VERY promising. “The second point, however, is open to negotiation. Under your mother’s administration, she and the administrative personnel were funded off of one-fifth or twenty percent of all employee’s income. These costs were factored into what you already charge. Do you wish to keep the same system?”

“Actually…” Silver held a hoof up before sliding open one of the drawers on the desk. She extracted a thin folder, sliding it across the desk towards Celestia. “After a review of our numbers, the administrative team has agreed to take a price cut. We will only take fifteen percent of the total income of all contracted employees, and the additional five percent will be deposited directly into the Canterlot Foal’s Fund. Our charges will remain the same, so outstanding accounts will not be effected, but we generate more revenue for charitable causes. It's all in there.” Celestia blinked at the folder, then at Silver Spoon herself, and then at the folder again.

“Excuse me…?” She asked, trying to comprehend exactly what Silver was saying.

“As it turns out, there were several members among our clerical staff who were not performing satisfactorily, or were stealing directly from some of our contracted employees. As such, I plan on eliminating these positions if you find me to be suitable for my mother's position.” Celestia levitated the folder before herself, opening it and quickly scanning over the numbers inside. They warranted a second look, however, at the shocking figures she saw.

“Silver, with this plan, you’d be donating over twenty thousand bits a year to the fund…”

“Precisely. The income for our contracted employees remains the same, and with the cut of those positions, since they really weren’t working anyways, we still function at the same capacity. Truthfully, the actual figure of income donated is closer to four-point-three percent.” She tapped a spot on the sheet, indicating the figure under ‘Re-appropriated Salary.’

“And the extra point-seven percent?”

“Point-three-five percent would go to my personal aide, and point-three-five to myself. As a… Business incentive.” Celestia set the folder down, straightening as she looked across the desk at the young mare.

“Silver, how long have you worked on this plan?”

“This one? I drafted it within a week, and finalized it in ten days… Why?”

“In less than two weeks, you’ve managed to take an excellently-functioning system, and improve it so that you’re not only benefiting the community, but yourself as well. Quite frankly, I’m impressed.” The blush on the grey mare’s cheeks was almost painfully obvious. For the first time since the beginning of the meeting, she stuttered.

“Th-thank you, Princess… I am not worthy.”

“Quite the contrary, Silver. I believe you are perfectly worthy.” Celestia slowly stood from her chair, smiling at the mare across the table. “Silver Spoon, please stand.” Eyes wide with shock at the quick turn of events, Silver smoothly stood from her own chair, and when Celestia nodded, she slowly slipped around the desk.

“Silver Spoon, on behalf of the Royal Pony Sisters, Princess Celestia and Princess Luna, I make the following declaration: Silver of the Spoon family is now the sole matron of the Spoon household until the time that her daughter, yet to be born, comes of the age twenty-five, or is found suitable to hold the title of ‘Matron,’ as decided by either myself or Princess Luna. This order is irrevocable, final, and resolute, pending acceptance of the aforementioned party. Do you agree?”

In perfect fashion, Silver Spoon bowed her head reverently and knelt before Celestia. “If my Princess finds me worthy, I agree.” Celestia smiled softly. Even the youth understood and respected ceremony, apparently.

“Your princess finds you worthy. Rise, Matron Silver.” When Silver lifted her head, Celestia leaned in and gingerly pressed her lips to the young mare’s brow, sealing the deal with the traditional gesture. Once it was finished, Silver exhaled slightly, her cheeks flushed. Celestia smiled down at her, glad that the formalities were done. “How do you feel?”

“Nervous. Excited. Apprehensive. Positive. A whole slew of emotions, Princess…” Silver admitted, chuckling nervously. “I just hope I can do as good a job as my mother…” Celestia’s gaze flicked over her shoulder at the framed picture on the wall.

“If you’re anything like your mother was, then there’s no need to worry.” Silver appeared relieved to hear it, and she offered Celestia a brave smile.

“Thank you, Princess. I promise, I’ll strive to uphold my mother’s title. Would you care for a tour? Perhaps a drink?” Celestia was suddenly bombarded with a sudden memory. Polish, twenty-some years younger, smiling at Celestia in this very office, shortly after she had been named matron herself. She had spoken those exact same words…

“You know…” Celestia mused. “That sounds divine. Brandy, if you have it.”

“Would you like to move somewhere more comfortable? There is a lounge just across the hall…”

“Of course. Lead the way.” Silver smiled yet again, leading Celestia out into the hall. In the somewhat dim light of Silver’s office, Celestia hadn’t quite noticed it… But out in the hall, where the light was brighter, she noticed something… The grey mare’s mane wasn’t just white… But it shimmered much like her namesake. The long, stylized strands rippled in a wave as she gracefully led Celestia from her office into a lounge. A warm fire crackled in the fireplace nearby, casting it’s flickering light across the entire room. That was the only source of light available, and the comfortable-looking leather couches were worn with the long years of good use. The entire room smelled faintly of pipe smoke and alcohol, aged leather and firewood. It was such a warm, homey sort of scent that Celestia felt immediately relaxed. More so than the spa visit, even…

“One cube or two?”

“One, thank you.” Celestia nodded to Silver, who had already crossed the room to a liquor cabinet. Despite being an earth pony, Silver maneuvered the bottle of amber liquid and the tray of ice masterfully. She was incredibly graceful, so sure of her motions as she poured two glasses. Celestia hovered her own over from the cabinet, and when Silver joined her on the couch opposite, she held her glass up.

“To the Spoon family.”

“Long life and prosperity.” They clinked glasses and toasted, and Celestia savored the fiery taste on her tongue before swallowing.

“Brilliant…”

“Aged seventy-five years, straight from Appleoosa.” Silver swirled her own glass of liquor, making the fire glint off the of ice cubes submerged in the delicious liquid.

“Your mother was fond of gin, if I recall…”

“Alas, I’m afraid that’s one aspect I don’t follow in her hoofsteps.” Silver chuckled, sipping once more. She moaned into her glass, eyes closing as she handled the acrid burn admirably well. Celestia knew then that this was a pony who could handle her liquor.

“Aah, but for a pegasus…”

“True. They typically like vodka or seltzers… Lighter drinks… No, for a pegasus, mother was always able to handle gin and rum rather well…”

“So, you two were close, then…?” Celestia asked. Silver’s expression turned down a little at the question, and she hugged the glass closer to her chest.

“As close as we could be, I suppose…” Her eyes misted over a little, making Celestia wish she hadn’t asked. “I lived in Ponyville with dad, and she handled business here… You know how it works… We Spoons can never live with our husbands. We’d go insane having to stick to one stallion. Don’t get me wrong, they loved one another… But they couldn’t live together.” Celestia seized the opportunity to turn the conversation around.

“Do you think you’ll find somepony suitable?” It was a double-edged question. Celestia cared about the Spoon family’s lineage, and each matron’s choice of husband was always a topic of interest to her. That, and she was honestly concerned for young Silver’s love life. Odd, considering her line of work…

“I’m too young to worry about love right now.” Silver said, sighing wistfully. “In another year or two, when things have evened out and I’m more accustomed to working here, then I might consider it. But right now? I need to focus, make sure the family is taken care of…” She spoke with wisdom, which was shocking. Typically, young Spoons were brash and callous, caring less for others than they did for themselves. Silver, it seemed, was anything but… Perhaps Rarity and Applejack’s younger sisters had had more of an impact than Celestia had been led to believe… What were their names? Celestia tried to recall… That’s right. Applebloom, Sweetie Belle… And the other? She was a pegasus… Scootaloo. That was it. In the back of her mind, Celestia made a note to check in on those three. If Silver turned out to be as good at her job as her mother had been, she might just owe the three of them a thank-you…

“Very wise words,” Celestia said softly, still nursing her own glass. “You’re very mature for your age. Long, long ago, I interviewed one younger than you, though. Her mother had grown ill, much like yours, when she was only eighteen years old. She was initially very arrogant and impetuous. Abrasively so at times. But I had no other choice. She matured quickly enough, but those few years were probably the most stressful of the Spoon family’s history.”

“I’ve heard the stories of Starry…” Silver chuckled slightly. “She turned out alright, but you’re right… She almost put the family under a few times when she was younger.”

“Needless to say,” Celestia smiled at Silver. “You’re much more promising than she was. I’m happy to have called you matron.” They clinked glasses once more before drinking again…

And so the night went, both of them polishing off three glasses apiece. Celestia may have been part pegasus herself, but she could handle liquor as well as any earth pony. When Silver Spoon developed a semi-permanent blush, she began to consider stopping.

“Because, you see,” Silver continued their conversation, chuckling a little more than she ought to. “You never know how much you love somepony until you’ve loved another…”

“How does the saying go? ‘It’s better to have loved and lost than to never have loved at all?’ I think you’ve just added a new level… It’s better to have loved and lost and loved again than… Than…”

“Princess, you’re drunk.”

“F-fuck, yeah I am.” They both laughed heartily, setting empty glasses on the table. They were speaking casually, and even through the buzz of alcohol, Celestia remembered fondly the same scenario with Polish that she had shared long ago. When she glanced at the clock, though, she was struck with how late it was getting.

“Oh goodness… Look at the time.” Silver muttered, noting the same thing that Celestia did. “You probably have to get going to bed soon, am I right…?”

“Hrm… As much as I’d hate to admit it, I probably do… Curses, I’m far too drunk to be seen right now…” Silver perked up at Celestia’s words, smiling coyly.

“Well… You know, we DO have a lot of open beds here…”

“Silver,” Celestia teased, leaning across the table a little. “Are you suggesting I become a customer for the night?”

“N-no! No, not at all!” Silver flustered. “I’m… I mean, if you wanted to, it’s not my right to say that you aren’t welcome… But… I mean, have you…? Do you…?”

“I have in the past… Eer, the recent past…” Just last month, if she recalled correctly… Alicorns had needs, too.

“Oh… Well, I’m sure we can arrange something…” Silver swayed a little in her couch, slowly coming to her hooves. Despite the alcohol, she still moved gracefully, with no small amount of dignity and poise. “Let me go check if we have any open beds…”

“I think… We needn’t worry about that…” Celestia leaned over the back of the couch, watching Silver’s backside as she walked towards the door. When her words caused the grey mare to freeze, she smiled.

“How… You can tell?”

“Hmm, no… I don’t know for certain if you have any guest beds open…” Celestia raised one hoof to drape over the back of the couch, her cheeks now more flushed than decency should allow. “But I know of a… Ahem… Personal bed that’s vacant…”

Silver’s jaw dropped.

“Princess, are you… Are you suggesting…?”

“Everyone has a price, Silver.” Celestia mused, letting her eyes very pointedly glide over the beautiful mare’s shapely body. “I wonder… What’s yours…?”

“I… I…” Celestia wasn’t the only one blushing anymore. Granted, hers may have been from alcohol, but Silver’s was from embarrassment, or maybe arousal… Whatever it was, Celestia thought it was damn cute.

She made a note to be more careful when she drank.

“P-princess, I… I don’t think…”

“Hmm?” Celestia raised her head slightly, her heavy-lidded eyes peering across the warm lounge at Silver. “Don’t think what? It’d be fitting?”

“Y… Yes,” Silver sighed and hung her head. “I mean… I know I’m in the business and everything, but would it be fitting to… Sell?”

“Your mother did.” Celestia said softly. That drew a look of astonishment from Silver. Celestia smiled softly, rolling her head to the side a little. “Several times.” She said the next in the huskiest, most seductive voice she could manage. “To me.”

“Wh… Really?”

“Mmhmm…”

“I… Wow…”

“Think about it this way, Silver…” Celestia slowly rose to her own hooves, making sure she was balanced before walking around the couch. “Given your reaction, I’m assuming you haven’t done so yet.”

“What, sold? Contracted?”

“Exactly. Have you not?”

“No…”

“Have you never…”

“No, I have done that…” Silver blushed deeper. “A… A few times…” Celestia smiled, stopping directly in front of Silver.

“Well then. You’re no stranger.” She leaned her head in, capturing Silver’s attention with a soft smile. “Everyone has their price, Silver… I wonder… What’s yours?”

Silence reigned for a few long moments. Silver’s expression changed between everything from embarrassed to contemplative to offended. When her gaze met Celestia’s, though, she had this look about her… In those stormy eyes was a mix of emotions and feelings that Celestia found positively captivating… Defiance. Courage. Excitement. Arousal.

“Two hundred.”

“Done.”

“Follow me, my princess.” With a swish of her tail, Silver smoothly exited the room. Celestia fought to keep from smiling too wide as she followed. Unless she was mistaken, there was a sort of saunter to Silver’s step. Her hips swayed back and forth a little bit more…

Thankfully, they didn’t meet any pony else in the halls. No other contracted employees, clerical staff, or anyone. It was just her and Silver as she was led two floors up and into a more personalized part of the estate. Celestia knew from previous visits this was where the Spoon family proper lived. Their own personal rooms. She had never actually been to one before… Even the nights with Polish had been spent in the other rooms, the ones designated for customers. When Silver led her into a very lavish, well-appointed room, there were photos on the nightstand, on the dressers, and personal effects like jewelry and even a dresser topped with dolls nearby. Celestia smiled at the gesture. Silver may have been an amateur, indeed a virgin at selling herself, but being in her room made Celestia feel as if Silver trusted her.

“You’ll have to forgive the mess,” Silver muttered as she kicked some random article of clothing under the bed. Really, aside from that one dress or whatever it was, the room was spotless. Celestia found herself drawn to some of the photos. Most of them appeared to be her with her father, or her friends back in Ponyville. The third picture she came across was Silver with three other ponies, all of whom were beaming very happily at the camera.

“Is this…?”

“Hmm? Oh, yeah… That’s Applebloom, Sweetie Belle, and Scootaloo. They were good friends to me from Middle School on… I kinda miss them.” She pointed to each in turn. Two of the youthful faces reminded Celestia heavily of their elder sisters, Applejack and Rarity. They were almost identical, save for the color of their coats and manes… Applejack was young and strong, and Sweetie Belle was beautiful in a graceful, elegant sort of way. “Diamond Tiara and I kind of grew apart… Thankfully. She kind of turned out to be a bitch.” Celestia chuckled and tore her gaze away from the photo, focusing instead on the grey mare standing at her side.

“I’m glad you’ve made good friends, Silver. I’m proud of you.”

“I hope I made one more tonight…”

“Well,” Celestia leaned in a little, her cheeks still flushed. “With any luck, you’ll have made a friend and a customer.” Silver chuckled, looking up at Celestia with a brilliant expression.

“So, are we…”

“These things typically start with a kiss.” Celestia muttered, just loud enough for her to hear. “Or five…”

Silver huffed a soft breath. It could have been exasperation, it could have been anticipation. Whatever it was, it made Celestia’s own breath catch in her throat. Slowly, and very hesitantly, their lips met…

“Hmm…” Celestia moaned into the kiss, surprised at how well Silver’s petite mouth fit her own. The feel of her soft, tender lips send a shiver down Celestia’s flanks, her fur standing on end for a few moments. The initial chill faded into a dull sort of warmth, making her thoughts more cloudy than the three glasses of hard liquor had. All the more surprising, then, when Silver’s tongue darted out to slip just behind Celestia’s upper lip. She pulled back immediately, blushing furiously.

“Too fast?” She panted, trying hard not to look Celestia in the eyes. The princess slowly rose a hoof up, cupping Silver’s chin and lifting her gaze so they could look into one another’s eyes.

“Not fast enough.” The next kiss was positively filled with tongue. It started innocently enough, but as soon as Celestia’s tongue pushed forward, so did Silver’s. They met sweetly, undulating once before Silver courageously pushed forward even more. Celestia willingly yielded, letting her charge take the reins, so to speak.

“Mmph…” Silver groaned, her tongue exploring the inside of Celestia’s muzzle energetically. She licked all over, her tongue a ceaseless blur of motion and eagerness. The dull heat from before returned in force, starting in Celestia’s mouth and radiating down her neck in waves. Inbetween her hind legs, she felt the tingle begin… They kissed, getting downright sloppy for a few more moments before the second kiss finally ended. When Silver pulled away, a generous strand of saliva kept their mouths connected before breaking, swinging down to it’s landing spot on Silver’s blouse. Celestia smiled and wiped it away, admiring the glistening liquid on her hoof for a moment.

“Do you… Want to…” Her gaze flicked towards the bed, hinting at something more.

“Y-yeah…” Silver panted, letting out a shuddering breath. Celestia smiled as her horn glowed, smoothly lifting the crown off of her head. She levitated it to the bedside table, setting it down before working on her golden horseshoes. Silver, meanwhile, worked at removing her own clothes, just a simple blouse and her skirt. When Celestia was no longer clad in her regalia, she smoothly stepped up onto the bed, turning a full circle before setting down. Silver joined her hesitantly, moving slow as she nestled up against Celestia’s side.

“I’ve never…”

“Been with another female?”

“No, I have!” Silver flustered. So cute… “Just… Not one quite as… Eer…”

“Large?” Celestia’s stature was, indeed, intimidating. Poor silver was maybe three quarters her size. Celestia could have easily curled around the pony with a little room to spare.

“Yeah…”

“No need to fret, I assure you… Consider it practice for… Larger stallions.”

“Y-yes, Princess…” Silver gnawed on her lower lip, letting her eyes travel up and down Celestia’s brilliant white body. Celestia let herself be observed, staying still so Silver could work out whatever it was she was going to do. The dull lighting in the room only helped accentuate her delicate features, the beautiful mare looking rather attractive and alluring in the low light. Maybe it was just the alcohol, but Celestia could swear she was becoming enamored with Silver… Slowly, the anticipation began to build.

“Silver?” Celestia asked after a rather long silence.

“Hmm?”

“Were you planning on touching me anytime soon?”

“S-sorry, I just…”

“No need to apologize.” Celestia teased, leaning forward to nuzzle the spot behind Silver’s ear gently. She got a soft gasp in return, followed by a shudder.

“Aah…”

“Sensitive spot?” Celestia whispered softly, smiling to herself.

“Y-yeah… It - aah - makes me feel good when some pony… Ngh… Does that…” Celestia smiled at her breathy response, gingerly nipping at the tip of Silver’s ear. The squeak she got in return was nothing short of gut-wrenchingly cute. With a hot, panting breath, Celestia let her tongue spill out of her mouth, running up the edge of Silver’s ear.

“Hn! Aahn!” Silver immediately clutched at Celestia’s neck, pulling herself tight. Celestia obligingly wrapped her forelegs around Silver, drawing the panting mare close. Half so she could cling to something warm, and half so she could keep her in place while Celestia’s tongue continued to ruthlessly tease Silver.

“Mmph!” Celestia moaned suddenly, feeling a firm pressure on her crotch. Silver, it seemed, had positioned her hind leg inbetween Celestia’s, and when the princess had nibbled on the soft cartilage, Silver had smoothly pushed her leg up to press against her crotch. The first bit of pressure made Celestia’s entire body shudder with pent-up desire. What’s more, Silver began to slowly slide her leg up and down, grinding her thigh against the epicenter of Celestia’s pleasure. The silken feel of her coat sliding over her aching nethers made Celestia groan even harder.

“C-celestia… D-don’t… My ear…”

“Hmm…”

“Celestia, I- Aah!” The princess deviously slid her hooves down Silver’s body, caressing each gentle curve of her flanks, straight down to where both of her marks resided. Firmly, Celestia pulled the smaller mare against her, invariably making her leg grind harder into Celestia’s core. The way Silver shuddered, it was absolutely priceless. Her hooves began to grow more courageous, sliding up and down Celestia’s sides, up her front, to the joint of her wings where they met her back…

“Ooohh…” Celestia had to let Silver’s ear go as her hooves began to rub slow, small circles. The tender bundle of muscles was always an erogenous zone for pegasi, and after just a few moments, Celestia’s wings flared out completely.

“Hehe… I know what that means.” Silver teased, her hoof now gingerly running over the silken feathers. Celestia shuddered at the touch, groaning into Silver’s ear all the more.

“Silver…” She groaned inbetween gentle licks, still teasing the poor pony.

“Y-yeah…?”

“You can touch me, you know…”

“O… Okay…” Hesitantly, Silver’s hooves pulled away from Celestia’s wings, sliding slowly down her sides… The long, slow descent only made the princess want it more. All the while, she ruthlessly teased Silver, nipping and licking her ear until the soft, downy fur was wet with her saliva. Not nearly as wet as she was down there, though, as Silver was soon to find out.

“Ooh… Oh wow.” She muttered, feeling the slick juices on her thigh. Celestia moaned knowingly, her lips moving away from Silver’s ear and down to her neck. That got another shudder and a soft gasp, but nothing compared to the sound Celestia made as soon as Silver committed…

“Haa-aahhnnn…” She had to pull away, her body feeling incredibly hot now. Both of Silver’s hooves ground against her soft mound, sending waves of pleasure radiating all through Celestia’s body. The spa, the flying, the wonderbolts, the hard work, the liquor… Everything from this day had led up to this one moment, and now that they had finally broken the threshold, Celestia let it all loose…

“Good?” Silver panted, her hooves moving in slow circles, making Celestia positively shudder.

“S… So good… Please, do it harder.”

“Like… This?”

“AAHN!” Celestia’s head lifted up from the bed, her entire body tensing against the fresh wave of pleasure. It was so intense, she felt her joints lock up and her muscles shudder as she was subjected to Silver’s ministrations. She wasn’t the best, but after the long day and wonderful teasing, Celestia could care less. It felt incredible. It felt divine. It felt as if… “I’m gonna… Hnn…” Silver wasn’t even deterred in the slightest. Her hooves ground a little harder, and for her efforts, she was rewarded. Celestia’s clitoris swelled, exposing itself from the rest of the wet flesh. Expertly, without even having to look, the edge of her hoof caught the little nub, sending Celestia over the edge. “Aaahh!”

The first orgasm crashed through her body, sending shudders through every single muscle she had. Robbed of her strength for a moment, Celestia fell onto her side, her flanks rising and falling as she breathed deeply. Silver stopped rubbing, though her hoof did still rest over Celestia’s pulsing slit.

“Wow…” She muttered, slowly pulling her hoof away only well after the orgasm had passed. Tentatively, her tongue peeked out, and she tasted the glistening fluid. Apparently, Silver found it to her liking. With Celestia watching, she licked her hoof free of all the emission, groaning and breathing heavy all the while.

“D-do you… Want to taste it…?” Celestia panted, watching Silver enjoy herself. The question caught the poor earth pony off-guard, but not for very long. She glanced downward before meeting Celestia’s gaze fully. Another blush rose to her cheeks, and she gave a small nod. Celestia smiled. Focusing hard, she managed to control her wings. She wasn’t quite able to tuck them up against her body, but she was able to lay flat on her back, spreading her legs wide so Silver would have unrestricted access. Much to her surprise, however, Silver rose to all four hooves, turned about, and smoothly straddled Celestia’s face. Her vision was filled with the grey mare’s crotch, the glistening pink lips already exposed and flared. She was ready, and if the single drop of wetness that dripped onto her neck was any indication, highly aroused.

“Oh my… Silver, that’s beautiful…” Celestia panted, hard enough that her hot breath washed over the earth pony’s stomach. Silver peered down between her legs at the prone princess beneath her, smiling softly.

“Th-thank you, princess… I… I really like yours, too…”

“No need to be shy, Silver… You can call it what it is.”

“Y-your…” She flushed brighter, taking a moment to gnaw on her lower lip. Celestia peered down at her expression through the tangle of limbs and fur, waiting until she said the word. “Your pussy…”

“Good girl,” Celestia teased, raising her hooves to rest high on Silver’s hips. Slowly, she pulled the mare down, their stomachs pressing together smoothly. Silver rested fully atop Celestia, the princess handling her slight weight with no issue whatsoever. Silver’s marehood was so close, Celestia could smell the heady scent of her arousal. There was quite a bit of it, too… Celestia inhaled deeply, savoring the musky, erotic scent. Silver shuddered softly, and from inbetween Celestia’s spread legs, she caught the sound of a soft, pathetic whimper. “Don’t be shy,” Celestia urged, digging her rear hooves into the bed. Slowly, she lifted her hips, urging her aching gash closer to Silver’s mouth. “You can do whatever you want down there…”

“Haah… Yes, princess…”

Simultaneously, they both dove in…

Silver had a taste that was both arousing and intriguing all in one. It was not quite like any other that Celestia had encountered, which was saying something for one as old and experienced as she. It was light, easy to manage, and… Mettalic? She had to pinpoint that taste… Her tongue licked up and down the entirety of Silver’s dripping pussy, rolling the droplets of wetness all over her tongue, trying to get as much of a taste as she possibly could. Silver groaned as she set in on her own task, her technique widely varied from Celestia’s. The princess had a wide, flat tongue, ideal for licking the whole thing, while Silver was at a disadvantage with her size. Instead, she used the tip of her tongue, sliding deep inside of Celestia with ease before pulling out to flick her clit back and forth several times. Celestia, however, used her large tongue to spread Silver apart and fill her twitching hole with several inches of slippery, wet tongue. Undoubtedly, Silver was benefiting more from the position, but that didn’t mean Celestia wasn’t enjoying herself. She groaned as Silver began to focus almost solely on her clitoris, flicking and sucking that brilliant little button of pleasure.

Surprisingly enough, Celestia gave in first. In the back of her mind, she cursed earth pony endurance, even while she gasped out loud and released. This time, her marehood emitted a thin stream of liquid, arcing through the air to spatter on the comforter a foot or so away. It dribbled down to her tail, soaking into the fibers slowly.

“Woah…” Silver groaned, watching the display. Celestia felt a few drops of the grey mare’s arousal land on her muzzle, one of them landing in her open, panting mouth. Apparently, Silver liked what she saw.

“S-sorry…” Celestia moaned, slowly regaining control of her muscles. She still lay underneath Silver, looking up into the beautiful pink slit above her.

“No, don’t apologize… That was… Wow.”

“Y-yeah…”

“Uum… Are you… Okay?” She asked. Celestia inhaled deeply, trying to draw a breath that didn’t have to come along with heavy, helpless panting. Instead, it just allowed her to inhale the scent of Silver’s pussy, of her copious arousal. The smell alone made the fire in her nethers leap to life once more. Flexing her core muscles, Celestia smiled and shook her head.

“Not yet. Not for a while, I would think.”

“Ooh… I see.” Silver stood up, smiling down the length of her body at Celestia. “Let me… Go get something, then.” She smoothly slipped away, leaving behind a very aroused and very confused princess. Celestia watched as Silver jumped off of the bed and trotted to a nearby dresser. She pulled open the bottom drawer and began fishing around inside… “Where is it… Aah, there you are. Come on, you… Tricky little thing. Ahah.” With a flourish, she clamped her mouth down on whatever it was, and pulled it out for Celestia to see.

“Oh… Oh my…” Silver smiled at her reaction, trotting back to the bed with a bounce in her step. She leapt up onto the rumpled covers with the device in-mouth, slowly walking across the bed towards her guest for the night. “I dare say that would please even me. The question remains, then, why you have it… Is it for personal use?”

“Mm-hmm.” Silver shook her head side-to-side, which made the long dildo wobble lewdly. The sight was both silly and arousing at the same time. Celestia felt herself ooze more wetness. “Ptoo. Aah, it’s for a certain guest I… Eer… Entertain…”

“Oh? I thought you said you hadn’t done this before…?”

“Well… Not for money. This was more for fun than anything. A friend from Ponyville. I unwittingly packed this when I returned… Good memories,” She sighed, looking down at the long, thick shaft on the bed. “So many good memories…”

“Hmm… Let’s make some more, shall we?” Celestia invited Silver back in with a beckon of her hoof, and when the smaller mare picked the dildo up with her teeth, she had to struggle not to smile too wide, lest she drop it. Celestia stretched out a little more, letting the muscles in her back and shoulders relax almost completely. She groaned as she felt the wide tip press against her, sliding up and down with ease thanks to her large amount of wetness. Silver was, reluctantly, too far away for Celestia to return the favor, but then again… She WAS a paying customer. Why not enjoy the service?

“Go ahead…” She panted, her chest rising and falling smoothly. “Do it. Please.”

“Haaah…” Silver clamped the end in her mouth firmly before she slowly, smoothly pushed forward…

“Hnn… Aahn!” Celestia gasped as the wide head spread her apart, pushing into her dripping hole with only a small amount of resistance. The head was wide and flared, pressing against every inch of her as Silver smoothly pushed the shaft deeper… When the flared tip bottomed out against Celestia’s innermost depths, it felt so incredible… The way it filled her was almost scary. Like it was too good to be true. “Do it…” She panted, flexing around the rod buried deep inside of her. “Harder… Give it to me, please…”

Silver seemed only all too happy to oblige. Celestia’s face screwed up with pleasure as the head slid over her walls, spreading her apart only so she could close in around it again… Then she had to open once more, her muscles flexing to squeeze the thick phallic object inside of her. Silver’s head bobbed back and forth, and unless Celestia was mistaken, the motion was strikingly similar to felatio… Which only made it all the more erotic.

All of the day’s stress, every bit of frustration and exasperation, it was all fading away into nothingness… Silver may have started out sliding the shaft in and out slowly, but she was beginning to pick up pace… Fast enough, in fact, that her mane began to whip back and forth with the inertia of her motions. Which meant Celestia was being roughly speared again and again, her aching core clenching the long, slick shaft firmly.

“Silver! Silver!” She gasped suddenly. “Silver, I’m cumming! I’m gonna cum! SILVERRRRRRR AUGH!” Walls pulsing with pure, liquid pleasure, Celestia let loose the reins, grunting as she felt her orgasm rip through her entire body. Stomach and thighs quivering, Celestia let it all loose, oozing and dribbling feminine ejaculate from her stuffed, aching hole.

“Haah… Ptoo…” Silver spat the dildo out, her lips shining with spit as she smiled down at Celestia’s twitching, uncoordinated body. The dildo rested half-in, half-out, the end of it bobbing up and down in time with the sporadic flexing of her muscles. Eyes rolling back in her head, Celestia slowly came down from her high. In the aftermath, she felt nothing but pure, undiluted bliss.

“You can… Mm… Take it out now…” She panted, eyes still closed against the last few ripples of pleasure leftover. Silver sat on her haunches, using both hooves to gingerly pull the dildo out. The flared tip left her hole open just a little, the pink insides of her marehood twitching and glistening, pulsing in time with her thundering heartbeat. The dildo dropped to the floor, left heedlessly alone as Celestia worked at rolling onto her side. Once she accomplished that, Silver gingerly curled up against her, nustling into the spot inbetween Celestia’s forelegs.

“Good?” She whispered inquisitively, gently kissing Celestia’s leg.

“Hnn… Very… I think I’m… Gonna sleep now…”

“Good night, Princess… Sleep well. And… Thank you…”

-----Notes from the Author-----

As you can probably tell, I actually REALLY enjoyed writing this chapter. I really didn’t MEAN to spend so long building into the clop, but the idea just flowed so smooth and easy… I can legitimately see a separate fic about Silver Spoon and her family, how they run Canterlot’s largest whorehouse.

Could I write that? Of course.

Will I write that? No promises.

Why? Motivation. I has none.

And I’d probably need Diamond Sparkle’s permission, since it is sort of his/hers/its/theirs request >.>

Speaking of the which,

Thanks to Diamond Sparkle for the request and inspiration! I hope you all enjoyed this addition :3

'Tis the Season

Lily (Changeling OC) and Twilight have some fun with candy canes

Thanks to Zabon95 for the request!

This chapter will contain humanized clop, involving an OC from my own story.

Categories: Human, A Different Kind of Love, Food, Candy canes

Warnings: Food play

“’Tis the Season”

~-~-~-~

“Happy Hearth’s Warming Eve!” Twilight cheerily proclaimed as she swept through the door. Lily smiled wide and rushed forward to help the poor magi with her load of paper-wrapped gifts.

“Sheesh, Twi.” She muttered, happily taking some of the load from Twilight’s arms. “You could have at least used magic.”

“Aww, but that’s no fun…” She muttered, pouting playfully at her.

“And you REALLY didn’t have to buy gifts, either.” There were actually quite a lot of them… Lily off-handedly counted nine in total. “I know it’s the season and all, but sheesh…”

“Oh shush, you.” Twilight teased, nudging the door shut behind her. “I’m just happy I don’t have to spend this holiday alone.”

“Alone? What about the others?” Lily asked, depositing her share of the gifts on the nearby table. Twilight set the other half down before raising her hand to tick off the names.

“Pinkie’s visiting her family on the farm, Applejack’s with her family, Dash had some business in Cloudsdale, Rarity’s parents are in town, and Fluttershy’s gone to Southbay for one reason or another. I thought I heard her mention family, but I can’t be sure. I thought she was from Cloudsdale originally…” Twilight shrugged. “With spike gone, that left me alone for the holidays. I’m glad you called. I’ve been meaning to visit Canterlot anyways.”

“Don’t you have family, too?” Lily asked. She remembered Shining Armor, at the very least. At the mention, Twilight scowled.

“My family doesn’t do holidays well. Besides, Shining’s working and my parents are off to Stalliongrad for some alone time. It’s just you and me.” Twilight’s smile was less of a smile and more of a grin, and a devious one at that. Lily chuckled and bumped her hip into Twilight’s before pressing close for a quick kiss.

“Well I’m glad you could make it. The forecast calls for snow, so we might just be locked in.”

“Heavens forbid.” Twilight teased, unzipping her coat. Lily couldn’t help but watch as she shrugged out of the heavy garment, and underneath she was wearing a rather tight-fitting turtleneck. I hugged her body well, accentuating every curve from her waist to her neck, and everything inbetween. Lily found herself staring, even as she numbly reached out to take the coat.

“Lily… Lily, focus.” Twilight’s voice broke her gaze, and a little bit of a blush rose to her cheeks.

“Sorry. Why did you wear a turtleneck?” She muttered, going to hang up Twilight’s coat.

“Why do you think?” The magi replied, grinning knowingly at her.

“You’re a damn tease…” Lily surreptitiously slid the deadbolt closed on her door, not that she needed to. Maggie’s was all but abandoned this time of year. They had an extended three-week break, covering all of Hearth’s Warming Eve and new years. Most of the girls had gone home to family and friends, or were off on what Maggie liked to call ‘Extended Contracts.’ If a girl agreed, she would spend the entire holiday season cooped up with a customer for a premium price. These women would likely be able to retire on the cut they received, all for three weeks of catered fun. This year, they booked a record three such contracts, and they were all off in the more business-like side of the large building. In the personal apartments, she and Twilight were alone.

Door locked, kitchen stocked, and with enough alcohol to put even Applejack under for a week, she and Twilight were blissfully alone.

“So, how was the train ride?” Lily asked, trying very hard not to look directly at Twilight. The magi appeared flustered, perhaps even a little bit tired after the long walk from the train station. Lily cursed herself for not offering to meet her there.

“Not bad. I could use a drink, though…” So she was tired. Lily nodded, flushing as her eyes lingered perhaps a little too long on Twilight’s chest. She padded over to the kitchen, glad for the distraction as she poured two glasses of apricot brandy. A personal favorite. She handed one off to Twilight, and they clinked glasses.

“So, any plans?” Twilight asked, leaning against the counter as she sipped her own drink.

“Stay in. Play board games. Cuddle. Fuck eachother senseless.” Lily teased. Twilight’s blush was just too damn cute.

“Sounds like a plan.” The two of them grinned at one another over the rim of the glasses for a moment before Lily led them both into the living room. She started a fire in the hearth, one of the best features of the entire apartment, and invited Twilight to join her on the couch. They chatted nonsensically about life, love, happiness, friends, the holidays, and the sort. Mostly, Lily just listened to Twilight. Once she had a drink in her, it was hard to get the magi to shut up. Still, it was comforting, being able to have someone to just be with. Lily was seldom alone at nights, so when everyone else left and normal business stopped, she had felt rather abandoned. Hence the call to Twilight, and the holiday invitation. She honestly hadn’t been expecting Twilight to answer, so when the magi offered to hop on the next train out of Ponyville, Lily nearly squealed with delight.

“And that’s when I realized that Celestia was gone, and I was alone with the chimera test subject. You can imagine how scared I was.”

“Chimera are ugly.” Lily mused, sipping down the last of her glass. Twilight had already polished hers off a while ago. “Want a refill?”

“Oh, yes please… This stuff is good.” Twilight stayed on the couch while Lily went to get them more. She returned with two glasses, and handed one off to Twilight with a smile.

“I never did properly thank you for agreeing to come out… Let alone bringing the presents that you did.” Lily said, scooting a little closer. Twilight nestled against her side, feeling warm and comfortable as she nodded.

“Of course. I’m glad you called, I was afraid I’d be alone again.”

“Has it happened before, then?” Lily asked softly.

“Once… It was a pretty bad holiday. I spent the whole time studying.”

“Well that sucks… Changelings don’t really get holidays.”

“That sucks worse.”

“Tell me about it… But! You’re here, and so am I. For that I’m thankful.”

“Absolutely.” They clinked their glasses together once more, smiling as they sipped. But to Lily, there was something more to that smile… Maybe Twilight was just a featherweight, or maybe she was feeling frisky, but whatever it was, Lily felt her heart beat a little bit faster. Simultaneously, the two of them set their glasses down on the table. They didn’t even share any words. There wasn’t any need. Twilight leaned forward, Lily met her halfway, and they kissed.

It started off passionate and slow, the kisses taking a few seconds until they broke apart, only to meet in the middle once again. It soon became a little bit more, though… Twilight’s body stretched out so she could press a little closer, one of her legs rising to rest on the couch. Lily slipped into the open space beneath her, gingerly drawing the magi into an embrace that laid her out on top… When they leaned back, Twilight was on top, her legs tangling with Lily’s as the kisses grew more and more heated.

When Lily felt the first brush of Twilight’s tongue against her lips, she readily opened her mouth, allowing the inquisitive magi unrestricted access. Their tongues met briefly, just pressing the tips together before pulling back… The shared a shuddering breath for a moment before returning again, this time pressing their tongues together for a little longer…

“Mmhh…” Twilight groaned, her breath hot and passionate inside Lily’s mouth. She could taste the alcohol mingling together, along with sensuous saliva and the erotic feel of Twilight’s slippery tongue. Suddenly, Twilight pulled away. “Hang on.” She panted, breathing heavy as she slowly pushed herself up. Lily was loathe to be without the warm feel for more than a second. Twilight’s cheeks were flushed bright red, though. She realized that the poor magi had to have been burning up between the sweater, the kissing, and the happily-crackling fire.

“Hot?” Lily asked, loosening her hold slightly. She didn’t want Twilight to overheat…

“Yeah… But I have a different gift for you. Give me two minutes, then bed?” The husky sound of her voice sent chills up Lily’s spine. She had no choice but to accept. She watched Twilight draw away, paying more attention to the magi’s full rear than she ought to have. Twilight cast a meaningful glance over her shoulder before she disappeared down the hall, leaving Lily alone on the couch. She groaned and picked up both of their glasses, setting them in the fridge for later. No sense in wasting good alcohol. She poked around the kitchen for another minute or so, waiting for Twilight to prepare whatever it was she was preparing. Would she be naked? Would she be in the shower? Lily’s imagination raced as she tried to picture what Twilight had in store for her. At last, she couldn’t handle it, and she slipped down the hall to her bedroom.

“Twi? Are you rea… Ooh…” Twilight was, indeed, very ready. Lily let the door shut behind her, even as her eyes took in the erotic display.

“Do you like?” Twilight asked, perking up onto the balls of her feet a little.

“Y-yes… I like it very much.” Twilight was wearing what could really only be described as a ribbon. Gone were her clothes, save for a skimpy pair of panties that were deep, crimson red and trimmed with a small border of white fur. Her chest was covered with a wide, flat ribbon, tied into a bow inbetween her pushed-up breasts, squeezing the flesh together so tight she had to have been out of breath. Twilight’s long, slender legs were clad in sheer stockings of white, straight down to her cute little toes. On top of her head was one of those dorky pointed hats, red felt with fuzzy white trim and a big white ball dangling from the top.

She was very, very sexy.

“Your gift is me.” She teased, clasping her hands behind her back. Her biceps pressed forward, squishing her breasts together even more. Lily felt her breath catch in her throat. “You get to unwrap me, use me, have me any way you want.”

“Ff… Fuck.” Lily groaned, feeling her body heat up faster than the fire and alcohol had been able to make her.

“That’s what I’m getting at.” Twilight teased.

“So…”

“Yes?”

“Any way I want?”

“Any way.” Twilight’s cute little laugh and her meaningful smile made Lily’s thighs squirm. Good, she wouldn’t have to worry about this then. Lily closed the distance between them in three steps, her fingers smoothly grasping the end of the ribbon around Twilight’s chest. Twilight gasped as Lily pulled it free, the magi’s breasts quickly springing free of the restrictive fabric. Her other hand parted the hem of Twilight’s fuzzy panties from her waist, plunging into the wet spot between her legs. Her gasp quickly turned into a groan as Lily worked her fingers against Twilight’s center, sliding one inside, two, rubbing her up and down.

“On the bed.” Lily moaned, walking Twilight backwards. She still had on the goofy cap as she fell backwards, her breasts jumping a little. Lily hooked her panties, smoothly pulling them down and off. Twilight’s legs spread as they fell, exposing her entirely. She had shaved, her skin smooth and free of even one single blemish. Lily spread her thighs apart and leaned her head in.

“Aahn!” Twilight’s initial gasp sent shivers down Lily’s spine, even as her mouth was filled with the taste of Twilight’s womanhood. She had a slightly musky taste to her, but not an unpleasant one. Being in the line of work that she was, Lily was not only accustomed to it, but rather turned on. She groaned and licked a little harder, spreading Twilight apart enough to push her tongue into the twitching walls. Twilight shamelessly grasped her own breasts, kneading the warm flesh until her nipples stood erect. Lily lost herself in the licking, working at bringing the magi to a quick, intense orgasm.

“Lily! Lily I’m cumming!” Twilight gasped, her thighs quivering underneath the skilled changeling’s hands. “Aaahnn!” Arching up, Twilight’s slick center grew even more wet, thanks to a combination of Lily’s saliva and her own orgasm. She shuddered and shook atop the bed, groaning low from her throat. Lily pulled away from Twilight only after she was completely sure the magi was done. While Twilight recovered, Lily stripped. She pulled her shirt and bra off, unclasped her skirt, and slid both it and her panties down her legs. When Twilight finally breathed evenly, Lily was slowly crawling her way up onto the bed.

“My turn.” Lily teased, looking down at Twilight’s pleasured expression. The magi nodded woodenly, her mouth now open for more than one reason. She wasn’t panting anymore, she was hungry to taste Lily. What place did a horny changeling have to deny her? She was, after all, Lily’s own present.

“Hamph…” Twilight eagerly raised her mouth to Lily’s center, her entire mouth enveloping the soft, damp folds of skin. Lily shuddered as she felt the first tendrils of pleasure wash through her, the slick feel of Twilight’s hungry tongue making her moan and twitch a little. Twilight hungrily lapped away at Lily’s crotch, her hands curled into the soft flesh of the changeling’s thighs. Lily shivered whenever Twilight brushed her clit, and when the magi’s attentions turned fully to that delightful little button, she couldn’t help but let a throaty groan escape.

“Uuuhhnn..” Lily leaned forward, her hands falling to the sheets. The change of angle opened her up to Twilight in an entirely different way, her clit completely exposed. Twilight attacked that spot ruthlessly, making Lily almost regret the decision to lean forward.

Almost.

“Twi! UGH!” Lily grunted as her orgasm spurted forth, coaxing a thin stream of clear liquid from her core. Twilight opened her mouth, swallowing every drop with a blush on her cheeks. Lily shuddered under the feel, her mouth now open so she could pant. When Twilight sagged underneath her, she swung a leg out and laid on her back. The quick ordeal still left her highly aroused, eager for more. Twilight rolled up onto her hands and knees, crawling towards Lily with a devious grin on her lips.

“I want more.” Lily moaned, spreading her legs open. “I want something inside…”

“Hmm, I’m sure you do…” Twilight moaned. Her hands slid along the inside of Lily’s thighs, caressing the warm flesh eagerly. As her fingers peeled Lily’s lips apart, the changeling groaned and squirmed.

“N-no… Not fingers. I want something more.”

“More?” Twilight paused, thinking for a few moments. “Hmm… Oh! I’ve got it.” She smiled once more, leaning in to kiss Lily’s bare breast gently. “Be right back. Don’t go anywhere.”

“Hurryy…” Lily called after her, still writhing atop the covers. She wanted to get off again so badly… Her fingers fell to her clit, slowly spinning it in a circle to keep herself wound up until Twilight returned. Thankfully, it didn’t take long. In her hands, Twilight held one of the presents she had carried in with her.

“I think this will work. Unless you had something else in mind?” Twilight handed the gift off to Lily, indicating she should open it. Inquisitively, Lily tore the wrapping paper off of the box, and when she saw what was underneath, her eyes went wide.

“Woah… Twi…”

“Uh huhn?”

“Yes. Do it. Now.”

“Hehe. I thought you’d like that.” Twilight took the package of candy canes back from Lily, tearing the package open the rest of the way. Slowly, she withdrew a single one, spinning the candy stick around her finger with a smile. “How many do you think you can take?” She teased, raising the candy to Lily’s lips. Eagerly, Lily licked the stick, savoring the peppermint taste.

“Only one way to find out.” She teased, spreading her legs wide. Twilight settled inbetween them, a lusty, playful look on her face. The candy cane, glistening with saliva, slowly slid lower, the rounded tip just barely teasing her entrance.

“Number one.” Twilight slowly pushed it inside, sliding it all the way in until the curled end pressed into Lily’s pubis. “Hmm… That’s no good.” Twilight groaned, pulling a second from the package. Truthfully, Lily hardly felt it. She wanted more. Thankfully, Twilight obliged. “Number two. There we go, you feel that now, right?”

“Uh huhn…” Lily groaned. She felt it, just not enough. Twilight simpered and extracted a third.

“Very well. Number three.” Lily shuddered, but didn’t moan. “Number four…” She was beginning to get full. The curled ends were running out of places to go. Thankfully, Twilight found a loophole. “And number five. Guess where the tip of this one goes?” Lily looked down the length of her body, at Twilight’s hand hovering over her crotch. She couldn’t see the curled end at all, which meant it had to be pointing downwards… Which meant…

“Oooohh?!” Lily’s groan was both inquisitive and passionate. Her tight pucker yielded for the other end of the candy cane, letting it slide deeper into her stuffed vagina, as well as into her rear.

“There we go…” Twilight teased, rubbing Lily’s stomach to keep her relaxed. “Five. Think you can handle that many?”

“Do it.” Lily panted, flexing around the five sticks inside of her. The pulsing of her muscles made them press against parts of her in several different areas, making her writhe softly. She wanted to cum, and cum again, and again… “Please, Twi… Do it…” Twilight hooked her finger through the curled ends of the other four sticks, slowly pulling them all out of her at the same time. “Ooohh…” Twilight slid them back in, the four of them sliding over the fifth that remained static inside of her. The friction caused the last one to put more pressure on her rosebud, which made her twitch all the more. “Harder.” Lily panted, her hands raising to massage her breasts. She toyed with her nipples, soon making both of them stand up erect. Twilight pushed the sticks deeper, one of the curled ends dragging over Lily’s clit. She flexed harder, gripping all five of the tiny shafts with a low moan. “Faster.” Twilight obliged yet again, a coy smile on her lips as she started to slide the makeshift peppermint dildo in and out of Lily smooth and easy.

“Ooh… Yessssss… Twi, I swear, I’m doing this to you when we’re done…” Lily panted, her thighs quivering at the unique sensations running through her.

“Not until you cum, Lily…” Twilight’s gentle moan made Lily shiver all the more, her walls tensing a little harder now. Twilight’s hand moved faster, making the four sticks glide over her walls with ease. The peppermint sensation was pleasant sort of burning that only enhanced the sensations running through her, making Lily shudder as she felt her release building up.

“Keep going! Keep going! Aah! Haa-aahn!” Lily gasped and lifted her hips, assisting Twilight, helping her slide the candy canes in and out of her faster and faster. “I’m gonna cum! Twi! Twi, I’m cumming! HNN-AAAAUH!” Twilight pulled all five sticks out of her at the same time, pulling with them a prodigious amount of cum. Lily’s wet hole pulsed as she released several thin, clear streams of liquid. Twilight was absolutely doused with it, but by the expression on her face, she could care less. She was busy licking the candy canes, sucking hard to remove the juices. She had three in her mouth, but the last two she offered to Lily, who hungrily opened her lips to accept the cum-slicked candy.

“Hmm…” She moaned, tasting the fresh peppermint mixed with the musky taste of her own release. She licked and sucked the sticks free, mirroring Twilight who was doing the same. The red felt hat with fur trim, the peppermint, unwrapping Twilight as a gift… Lily smiled as Twilight leaned in for a passionate kiss.

“I guess…” She muttered, holding Twilight close, “It’s that time of the year…”

------Notes from the Author------

It’s the holiday season! Now that Halloween has passed, we’re in turkey mode. Shortly after, the shops are gonna be alight with decorations and crappy holiday music will pollute the airwaves! Good thing I don’t listen to the radio.

My question to you guys is this: How many holiday requests can you make? More importantly, can I catch up on the ones I have in time to write them?

Still! I wanna see ‘em! I wonder if you guys want to see a tryptophan-drugged Twilight get abused at the Apple household? Or maybe Sweetie Belle gets unwrapped by a shocked but rather pleased Fluttershy? Let’s see what those sick minds can come up with, hmm?

And let’s see if this sick author can keep up with the requests.

Though if it’s holiday-related, I might just bump it up the list. Also: next Thursday through Sunday (the fifteenth through the nineteenth) don’t expect anything from me. I’ll be entertaining some company, and unfortunately, real life girlfriends take precedence over filthy pony smut. I’ll see about uploading the Melody’s Tale chapter (which I have written already) but that’s about it. Come Monday night, though, I might just have something special for you all ;3

Also: Barring EQAD’s inconsistent 69-minute story challenge, I might be accepting a different type of request. I want to continue doing the challenges, whether or not EQAD posts them. So if someone makes a request for a 69-minute challenge and I like the idea, I’ll write it.

Alternatively, I might have my proofreader start up a different sort of challenge. Essentially, the premise of the 69-minute challenge would remain a complete secret to me straight up until I start. You guys, readers and viewers of the obligatory livestream, will discuss and/or vote on the premise. As soon as the decision is made, the challenge is revealed to me, and I have 69 minutes to write clop ON THE SPOT.

Thoughts?

DJ... Submission...?!

Twilight and Lily team up against Vinyl Scratch for some hardcore bondage.

Thanks to Epoch Win for the request!

This chapter will contain humanized clop, involving an OC from my own story.

Categories: Human, A Different Kind of Love, Bondage, Futanari/Dickgirl, Threesome

Warnings: Medium to Heavy BDSM/Bondage in this chapter. Going as far as rough spanking/slapping, gagging, scratching, biting, restraints, and heavy anal play.

((Before we begin, I had something interesting pointed out to me… Vinyl and Shining share similar color schemes. Are they related? Well, in this chapter, they are. Ergo, Vinyl’s related to Twi. So, you can add a bit of a familial thing in there, too. In addition, since this is technically an A Different Kind of Love request, I have to use the canon form of Vinyl from that story, who was a futa. Dickgirl. Woman with cock and balls. You’ve been warned. This chapter is not for everyone.))

“DJ… Submission…?!”

~-~-~-~

“So… Let me get this straight.” Lily sighed, rubbing her temples. She had just received one mindfuck of a request, and from a rather unexpected party. “You want me… To…” She struggled to find the right words…

“What is this, a daycare? C’mon, this can’t be the wildest thing you’ve done.” Vinyl grinned at her, obviously poking fun at the awkward scenario. Given she was the one making the request, she had no reason to feel awkward. Not that Lily did, either, she was just taken aback.

“Well, no, it isn’t. It’s just odd, is all. Let’s take this in a different order… Okay… Explain the bit about you and Twilight first.”

“Alright. Twilight and I are cousins. It’s kind of a weird situation with our family, but she and I never really talked much. Like, at all. Not that we didn’t want to, we just didn’t. Well, since she’s studying friendship or whatever, she decided to bridge the gap not too long ago. We started talking again. She’s a cool chick, lots of shit goin’ on in that brain of hers. She’s powerful, too… Kinda runs in the family. That’s half the reason for the awkwardness… Mom and dad aren’t around, so I was raised by my aunt and uncle. They wanted me to go to school and become a powerful magi. I wanted to make music. So I left the family. I’m getting sidetracked.” Vinyl sighed and rubbed her temples.

“Twilight and I have been talking more and more lately. A lot more. We’ve shared some things. Turns out, Twilight’s into some pretty twisted stuff, sexually. This leads me to believe she’s one of the few people who can handle me, you know, because of my…” She waved a hand over her stocky body, smiling deviously at Lily. “Physique.”

“Okay. So, because you’ve got a dick, and Twilight’s into some sick stuff… That means…?”

“That means she and I have made an arrangement.” Vinyl said, grinning at Lily. “One that involves the use of your basement.” Lily perked up. That hadn’t been mentioned before. Twilight certainly was into the leather and chains and handcuffs, but Vinyl? The brash, callous, stocky, and admittedly gifted magi DJ? That was shocking.

“So…”

“So, Twi and I wanna get you downstairs, and… Well… See what happens.” Vinyl stuffed her hands back into the pockets of her hoodie, smiling deviously at Lily. She had to admit, she wasn’t hating the idea just then…

“Alright. Okay.” Lily sighed, wiping a hand over her face. “I can do that. I might charge a little extra, since we usually do for those rooms, but yeah. I can do that.”

“Bah. Don’t worry ‘bout money, this one’s on me. Been feeling pretty stuffed-up lately, if you get what I mean. That’s the other part of this little… Request.” She waggled her fingers, looking slightly conflicted.

“Other part? There’s more?”

“Not like, adding anything new… Just the way to go about it.” Vinyl shuffled her feet, glancing over her shoulder self-consciously. “I’m not… Haven’t really been into all that rough stuff. Chains and whatnot. But from what Twilight says, you’re really good at it. Like, the best. Look, I’m no weakling. I had a pretty rough time growing up, so I’m no stranger to pain. I wouldn’t say I like it, but I can sure as shit take a lot of it. If we’re going to do this, I want it to be rough.”

“Rough?”

“Very rough. Like… Make me bleed rough.”

“Not… Not dow-“

“No! Don’t fuck me raw, or nothin’ like that… But, I mean, I want nails-down-my-back, whipped hard, ass cheeks stinging, tits-on-the-wall fucking. If you’re half as good as Twilight says you are, then it’s gonna be good.” The mere mention of those things got Lily’s nethers tingling, and in a way that she didn’t entirely dislike. Quite the opposite, in fact…

“Okay, okay…” Lily sighed, rubbing her temples again. “Look, you might think you’re strong, but if either Twilight or I go all-out, you will be hurt. There are things down there that, if not used properly, could seriously hurt even someone as strong as you. We’ll go hard, I promise you, but we can’t go that hard…” Vinyl thought over her words for a moment, then shrugged.

“As long as it’s hard. I don’t care. Hard and good… Oh, and you keep saying ‘we.’ Like, you and Twilight? Against me? Is that what you had in mind?” Lily blinked at her.

“Eer… Kinda, yeah… I mean, did you not…?”

“Well, no, not really… Y’see, Twi’s the submissive type. Hell, I don’t need to tell you that. She’s been here before. So, I kinda thought…” She hesitantly scratched her cheek, blushing a little.

“Thought what…?”

“I kinda took the liberty of… Tying Twilight up already…?” Lily’s jaw dropped.

“You did WHAT?!”

“Hehe. Yeah. She’s been tied up downstairs for a little while now.”

“How long is a little while?!” Lily immediately whirled for the hallway, intent on reaching her now. She and Vinyl had chatted for a bit before Lily was asked to speak somewhere more privately. It had been close to fifteen minutes. If Vinyl had tied her up improperly, Twi might be in trouble.

“Half an hour? I kinda rubbed one out… She’s so damn cute when she’s tied up.”

“Okay, agreed, but there’s a way you do these things, Vinyl! Which one did you take her to? And really, you whacked off over her?!”

“Eer, over here. Yeah, I did. Busted right on her stomach. C’mon.” Vinyl chuckled as she led the way, leading Lily down one set of stairs and around a corner. At the end of the hall, both of them pushed into one of the more specialized rooms, and there she was.

“Hhmph!” Twilight grunted against the makeshift gag in her mouth, her body stretched out with the rather unique way she was tied. Lily could see the sticky white strands of cum on her stomach, evidence of Vinyl’s masturbation.

“Shit, Vinyl! I thought you were joking!” Lily cursed, falling to her knees beside the prone magi. Twilight was tied in such a way that both her hands and ankles were bound behind her back, hardly more than a few inches apart. She was stretched out painfully on her stomach, her face resting on the carpet. Vinyl shouldn’t have left Twilight like this. “Easy, Twi. Easy… Don’t relax too fast, you’ll rip a muscle. Vinyl, go get some water.” Lily shot the DJ a glare before setting to work on the knot in Twilight’s back. With the urgency in her voice, Vinyl rushed out of the room, cursing all the while.

“Iihehh.” Twilight grunted into the gag. Lily stripped it out smoothly, letting Twilight speak.

“I’m fine. I’ve been keeping my muscles relaxed with magic. Don’t worry, just hurry and untie me.” She grunted.

“You’re sure?”

“Yeah. I didn’t feel safe cutting the rope. Besides, these are expensive…”

“Stupid girl…” Lily muttered, working at the knots. True to her word, Twilight’s muscles were fine when the knots were untied, and she shrugged out of the binds quickly.

“Okay, here’s how this is gonna go…” Twilight muttered. “She slipped me a bit of magesbane so I couldn’t fight back, then dragged me here and tied me up. My magic came back shortly after she tied me, but I couldn’t untie the knots, and as I already said, I didn’t feel safe cutting them.” She rubbed her wrist with a grimace, glancing at the door. “She tricked me. She knows I’m more powerful than she is. So we need to take her down.”

“Oh…” Lily’s heart fluttered at the implications. “Oh, you mean…”

“Yup.” Twilight’s fist clenched as she grinned evilly at Lily. “We’re gonna fuck my cousin up.”

“Oh are you?” Both Lily and Twilight’s heads snapped up at the voice. Vinyl, holding a full glass of water, stood in the doorway. “I’d like to see you try.”

“Get her.” Twilight growled.

“Haah… Haah… Fuck.” Lily grunted, rubbing a stitch in her side. Twilight pulled the last knot tight and straightened up, rubbing her swollen cheek.

“Bitch puts up a hell of a fight.”

“Hmm-hm!” Vinyl grunted from the ground.

“Shut up.” Lily nudged her with her foot, silencing the prostrate magi. “That was intense… D’you think you can fix that wall?”

“Yeah, sorry about that… I honestly didn’t think she’d use anything THAT big.”

“Eeh. It’s fine.” Lily shrugged, watching as Twilight pieced the broken wall back together seamlessly. The drywall dust wasn’t even in the carpet anymore. Finished, Twilight looked back at Lily, then down at Vinyl.

“Where do you want to start with her?” She asked, planting her fists on her hips. Lily inhaled deeply, looking down at the prone woman. Vinyl’s wrists were clamped in a familiar pair of handcuffs, the dense metal inscribed with an intricate spell. They locked away a magi’s power as long as they were on, so the two of them wouldn’t have to worry about Vinyl casting any more spells at them. Unlike the pair Lily had seen before, though, this pair had an interesting twist to them. The chain in the middle had a catch halfway through, so that the wearer’s hands could be freed and moved without the magical interference having to be disabled. These catches were also compatible with other chains, so that Vinyl could be restrained with one hand in one place, and the other elsewhere, all without having to worry about her magic.

Furthermore, her ankles were bound tight, with a long length of rope looped around her legs up to her knees. She wouldn’t be moving her legs unless they wanted her to. Lily, in the heat of the little scuffle, had nabbed a ball gag off of the wall shortly after the handcuffs had gone on, and that was now securely fastened in Vinyl’s mouth. The DJ was bruised, scuffed, her clothes ripped, and her hair a mess. In her eyes smoldered anger at the two women above her, even as they grinned down at her.

“You know…” Lily mused, crouching next to Vinyl… “I really didn’t like it when you pulled my hair. Let’s see how you like it.” Lily’s hand snapped forward, burying itself into the long, stylized locks. She pulled upwards firmly, lifting Vinyl’s upper body off of the carpeted floor.

“MMMMHH!” Vinyl ground her teeth uselessly against the restraint as she was lifted from the ground, helpless to do anything to support her own weight thanks to the handcuffs.

“Twi, take her hoodie off.”

“Mm-mm! MMM!” Vinyl thrashed about as best she could, but Lily pulled her hair harder, arching the DJ’s back. Her chest thrust outwards, exposing the hem of her hoodie to Twilight’s hands. Using a thin thread of magic, Twilight cut the fabric away, exposing Vinyl’s chest. She cut the fabric away piece by piece until Vinyl only wore a black, sturdy bra. The ruined hoodie was tossed aside, landing close to Lily’s skirt, which had been ripped off in the fray.

“If I untie you, are you going to kick us?” Lily asked, pulling Vinyl’s head up so she could look her straight in those brilliant magenta eyes. They smoldered with anger, but the DJ managed to nod her head. Lily set her down, releasing the magi’s hair so she could work on freeing her legs. The knots came undone, and Vinyl roughly thrust her leg forward. “Oof!” Lily caught the blow, gripping her thrashing legs, falling to the carpet so she pinned the DJ. Vinyl continued fighting, working to get her legs free of Lily’s grip. But the changeling wasn’t letting go. Vinyl’s strength soon began to flag, her chest heaving with each breath and her kicks growing more and more weak.

“Hhnn…” She groaned and fell forward at last, her face resting on the ground. Lily unceremoniously ripped her baggy pants off, leaving the DJ clad in nothing but her boxer shorts. When Lily walked around to her head, it was with even more anger in her eyes.

“You lying little cunt.” She spat, gripping Vinyl’s hair again. The DJ screamed into her gag as she was lifted up, her eyes shut tight. “Next time you think about doing anything like that, think twice. I swear, you won’t walk right for a month.” To add insult to injury, Lily slapped the DJ at the same time she released her hair, the blow making her roll onto her back when she fell.

“Serves you right,” Twilight chimed in, crouching next to Vinyl’s head. “No one ties me up and gets away with it. Particularly you, cousin. I’m going to make you pay for what you did. Lily, can I strip this bitch naked already?”

“Oh, please do.” Lily mused, halfway through pulling her own shirt off. She planned on having all three of them nude before long. Twilight pulled at Vinyl’s bra, popping seams and ripping fabric as her tits sprung free. The hooks dug into Vinyl’s skin, leaving angry marks over her ribs as it was tossed aside. Twilight didn’t even bother sliding Vinyl’s boxers down her legs, she instead just ripped them off, too, exposing her entirely.

The technical term for Vinyl’s sexual endowment was hermaphrodite. Despite having developed mammary glands, and very large, shapely ones at that, she had also grown a penis. The flaccid shaft was, right now, laying against her stomach, and the soft-looking pair of testicles covered what lay beneath. Aside from her male penis, Vinyl also had a feminine vagina. Lily only knew because she had seen it before, when the DJ had hired her for the night.

Despite the conflicting hormones in her body, Vinyl didn’t sway too far one way or the other. She was a thick, stocky woman, but not heavyset. Her bust was generous, full, and shaped well. Her round nipples didn’t have too large of an areola, nor were they positioned oddly. If anything, her breasts were worth admiring. They led down to a flat, chiseled core, indicating that Vinyl worked out hard enough to remain remarkably fit. All this led into a perfectly hairless, smooth, soft-looking core, where both her parts awaited their due punishment. Vinyl had full, curvy thighs, a wide rear, and toned calves, as well as moderate biceps, and a solid neck. For Lily and Twilight, who could both appreciate the benefits of the male and female physique, Vinyl was…

Perfect.

And also perfectly infuriating. Lily wanted vengeance for the rough treatment the DJ had given Twilight, and also the pain she had inflicted during the skirmish. Remembering back to the initial request that had spawned this entire scenario, Lily realized that Vinyl wanted to take that vengeance just as much as Lily wanted to dish it out. She had asked for rough, hard, blood-drawing, screaming sex. After the run she had just given both of them, Lily and Twilight were determined to give it to her.

“First thing’s first,” Lily spoke down at Vinyl just as she pulled her bra off. “We need to make sure you understand who’s in charge here. We’re going to need your mouth free, so I’m going to ask you a very simple question.” Lily’s panties came next. As she kicked them off to the side, all three of them were completely nude now. She leaned over, looking straight down at Vinyl. “If I take the gag out, are you going to try anything funny?” Vinyl’s brow drew down, and she glared upwards a Lily for a few long moments. It took a while, and Lily was just about ready to withdraw the offer, but Vinyl shook her head.

“Good. Now, relax your jaw.” Twilight’s hand slid under Vinyl’s head, working at the metal clasp of the gag. Once it was released, Vinyl spit the gag out, breathing freely while she worked her sore jaw.

“You two don’t fuck around,” She grunted, shifting her hips. “I’m fucked, aren’t I?”

“You don’t even know.” Lily grinned. She slowly fell to her hands and knees, reaching over Vinyl to pick up the discarded gag.

“Good… Because I lied.” Quick as can be, her head snapped forward, teeth clamping down on Lily’s arm.

“Aah!” Lily cried, wincing as Vinyl pulled her head back down, clenching Lily’s arm in her teeth. “You little bitch! Let it go!” Vinyl growled and bit harder, digging her teeth in. Fresh waves of pain radiated up Lily’s arm, making her chest throb with the feeling. “Fine. You wanna play that way? Fine.” Lily pushed the pain into the back of her mind, focusing instead on paying back Vinyl. She really wanted it hard, didn’t she? Well, for each inch she pushed, Lily would push back two. Her free hand reached out, grasping Vinyl’s nipple inbetween thumb and forefinger. Vinyl’s eyes went wide, but she didn’t release the tension on her jaw.

“Final warning, Vinyl. Let it go.” Twilight said softly, looking down at the situation. A quick glance betrayed the purple-haired magi’s hand inbetween her legs, caressing her wet lips tenderly. She was actually enjoying the show.

“Uh uhn.” Vinyl panted against Lily’s arm. She pulled a little harder, sucking even as she bit down.

“Fine then. You asked for it.” Roughly, Lily’s fingers depressed with Vinyl’s nipple between them, and then twisted around in almost a full circle. To add to the pain, she pulled on it at the same time, bending the nipple at an extremely odd angle. Tears welled up in Vinyl’s eyes, but she didn’t let go. She was weakening, but she didn’t let go. Lily grunted and pushed the nipple back down into her breast before pulling again, twice as hard this time.

“AAAAAAUUUHH!” Vinyl finally screamed, releasing Lily’s arm with a loud scream of pain. Lily seized the opportunity to whip her hand around and slap the devious little DJ right across her filthy mouth. The slap was crisp and clean, making Vinyl’s head snap to the side. Her scream cut off suddenly, and she drooled listlessly onto the floor.

“Sneaky little bitch.” Lily grunted, rubbing the sore bite mark on her arm. She had damn near broken skin. Soon enough, the intense pain faded away into a dull throb, the kind that echoed in her chest, made her feel tight and wound-up. Adrenaline pumped through her veins, even as Vinyl began to come around.

“Oww…” She muttered, wincing as she turned her neck.

“You’re fine, pussy.” Twilight teased, pushing the fingers of the one hand that wasn’t toying with herself into Vinyl’s hair. She gently rolled her head around until it faced straight up, and then she pulled. Vinyl’s mouth opened in a shocked gasp. “Put the gag back in. We can’t trust her.”

“Too right.” Lily retrieved the gag and roughly pushed it into Vinyl’s open mouth, making sure she couldn’t do a thing. “Looks like we’re going to have to take things to the extreme. Lock it up, Twi.” Twilight fastened the clasp, leaving Vinyl a huffy, gagged lump of skin on the carpet. Twilight gasped suddenly, pulling her fingers away.

“Close?” Lily asked, smiling slightly.

“Uh huhn… Haahh…” Twilight groaned, shuddering a little. Lily pointed down at Vinyl’s gagged mouth with her chin, smiling at the DJ deviously.

“Cum on her face.”

“Wh… What?”

“Cum on her face.” Lily repeated. “Rub your pussy against her gag, and cum on her face. I daresay she deserves it, after cumming on you.”

“Heh. You’re right. C’mere, Vinyl.” Twilight turned around and backed up until her crotch was plastered against Vinyl’s ball gag, her hands pushed roughly into the magi’s hair. That kept her from moving her head back and forth, meaning Twilight was in control of how she moved. “Ooh… That actually feels really good.” She moaned, moving her hips back and forth a little. Vinyl couldn’t move her head at all, thanks to Twilight’s hands in her hair. She could only sit there as Twilight rubbed herself off on the ball gag in her mouth.

“Think about it, Vinyl.” Lily talked in the background. “If you had behaved, your tongue would be buried inside Twi’s pussy right now, and she’d cum for you… Instead, you had to be a naughty little bitch. Now Twilight’s gonna cum on your face, just like you came on her tummy. How does that make you feel?”

“MM!”

“Aahn! Oh, fuck… Lily, make her moan again.” Twilight groaned, her hips moving a little faster. Lily smiled and crawled her way down to Vinyl’s legs, using her own to straddle the DJ’s ankles so she didn’t thrash about again. The scene going down up top had apparently aroused Vinyl, since her member stood up and away from her body, throbbing eagerly. Lily wrapped her hand around Vinyl’s shaft, giving it a few slow, even strokes. “Ooh! She did it again! Keep going!” Twilight pleaded. Lily obliged, her fingers sliding up Vinyl’s thigh, underneath her sac. She found the wet slit located there, two fingers slowly pushing inside. Vinyl’s wet cunt yielded to her touch, opening just enough to let her slide both fingers all the way in.

“MMNN!”

“Oh, yes! Again! Do it again!” Lily’s hands fell into a slow rhythm, sliding two fingers in and out, even as she stroked up and down. “Oh, fuck! I’m cumming! I’m cumming!” Twilight gasped. Her hips bucked against Vinyl’s face, and Lily got to watch as Twilight returned the favor. Her glistening slit dribbled clear fluid all over the DJ’s gagged mouth, her cheeks, chin, and even her neck. “Haah… Fuck.” Twilight groaned, still riding the ball gag slowly. Lily’s hands didn’t stop, though, she kept stroking, pulsing, fingering. Vinyl’s chest rose and fell rapidly, her hot breath washing over Twilight’s stomach.

“Twi, get off. I want her to watch as I make her cum.” Lily said softly. Twilight swung her leg out, but Vinyl refused to look down. “Pull her head up.” Lily said again, working faster. “There we go…” Twilight’s hands were in Vinyl’s hair again, forcefully making the DJ look down at her own throbbing cock. “Do you like that, Vinyl? Hmm? Do you like watching me stroke your hard cock? Or what about my fingers?” Lily curled her digits inside Vinyl’s soaking vagina, pressing up into her prostate. She was rewarded with a fresh wave of wetness and another moan from the DJ.

“You’d better not leave her hanging.” Twilight warned, still holding Vinyl in place. “Give her what she wants.”

“Cum on yourself, Vinyl. I want to see you shoot your cum right onto your own tits. Do it.” Lily stroked faster, focusing on the twitching shaft in her hand. Vinyl stood not chance. Lily had technique, endurance, experience… She gave in with a loud, throaty, husky cry of forced pleasure. The first strand shot out high enough to hit Twilight’s thighs, but each one after that landed somewhere between Vinyl’s brow and her stomach. For the first, she had to close one of her eyes. The second landed on her collarbone, and the third and fourth covered each breast individually. After that, she just oozed dribbling creamy white cum all over herself. She was a mess. Not to mention her pussy had become remarkably slick.

“Look at that…” Lily mused, pulling her glistening fingers out of the pulsing wet canal. “She liked it… Fuck, I dare say she loved it. You know what that means, Twi.” Lily grinned, her lips matching Twilight’s.

“They like it in the front, they like it in the back.”

“Get the beads.”

Vinyl couldn’t even muster the strength to complain. She lay on her back for a few minutes while Lily and Twilight got prepared, and since they weren’t going anywhere near her mouth, they decided to remove the gag. Once the time came, though, she was coaxed to her feet readily enough. They led her over to a wall, where several rings of iron were set into the framework. She didn’t even realize it when Lily and Twilight unlatched her cuffs in the middle, and then attached the now-open links to two separate rings. Arms spread, her breasts were but an inch away from the wall. If Lily had her way, they’d be flattened soon.

“So, for each mistake you’ve made, you’re going to get spanked.” Lily started to explain, making sure all was right. She fetched the leg-spreader, a pair of cuffs attached to a long, metal bar. When the cuffs were fastened around Vinyl’s ankles, she wasn’t able to close her legs. They were forced open, exposing her from front to back. Her thick length bobbed helplessly as she panted, looking over her shoulder at Lily and Twilight. “These won’t be nice spanks. They are going to hurt, and we want to hear you scream.”

“Fuck you.”

“And that’s another thing.” Lily sighed, stepping forward. “You’re going to call the both of us ‘mistress’ or ‘ma’am’ or ‘master.’ Clear?”

“That’s not gonna happen.”

“Well, for each time it doesn’t, we’re putting one of these in you.” Lily held up a set of anal beads, grinning as the DJ’s eyes went wide.

“Uh uhn.”

“Uh huhn. That’s one.” Lily said, pinching the first on the string.

“F-fuck…”

“Two.”

“Hey!”

“That’s three. Test me some more, Vinyl. I’ve got dozens of these things laying around. So help me, I’ll walk you from room to room where we’ve got them supplied with beads dangling from your ass if you don’t fucking say it.”

“You’d better say it.” Twilight chimed in. She was busy adjusting a strapon for what came next.

“I’m not gonna say it.”

“Four. One more, and you’ve got a whole set. I wonder how many you can fit in there?” Lily patted Vinyl’s rear with a devious grin, watching as the soft flesh jiggled under her hand. Vinyl groaned and laid her head against the wall, closing her eyes.

“Fine. Fine. I’ll fuckin’ say it.”

“Five for attitude. Twi, do we have another set in this room?”

“We have two more. Here.” She snatched one up off the bed and tossed it to Lily.”

“Hey! I don’t have a fuckin’ attitude!”

“Six. Did I mention I’m doing these all at the same time?”

“F-fuck, you’re kidding!”

“Seven. I am not. Keep going, Vinyl. You were the one who said you wanted it rough. I don’t think you know what rough means around me.”

“Uptight bitch, you probably couldn’t handle two.” Lily scowled and delivered a rough open-palmed spank directly to Vinyl’s wide rear, making her body jump forward into the wall.

“I’m calling that a full ten, Vinyl. My record is fifteen, just so you know. Keep going and we’ll find out if you can beat me soon enough.”

“F-fuck, really?”

“Uh huhn.”

“I won’t believe it ‘til I see it.”

“Clever. Eleven.”

“O-okay! Stop!” Vinyl groaned, shuddering slightly. “Mistress. There, you happy?”

“Oh come on, Vinyl. You can do better than that.” Lily teased, making fun of the way the magi quickly spat the word out.

“Mistress.” She repeated, same tone, same inflection.

“I’m gonna make it twelve if you don’t do it right.” Lily sighed, spinning her current set of beads around. “And we haven’t even spanked you yet. Sheesh.”

“H-how do you want me to say it?” Vinyl panted, glaring at Lily over her shoulder.

“Here. Let’s say it like this.” Lily said softly. She guided the first set of beads down inbetween Vinyl’s full thighs, rubbing them over her damp slit to get them moisturized. Vinyl tensed up, but thanks to the bar, she couldn’t close her legs. She was pinned. Lily made sure the first bead was well enough lubricated before lining it up, and slowly putting pressure on it…

“Aahn!” Vinyl gasped. Her tone was raspy and hoarse, a perfect sort of husky that sent shivers down Lily’s spine. The second made it’s way in just as easily as the first, pressing into her rosebud with ease. “Oh, fuck!” Vinyl flexed her ass, squeezing the two that were inside of her.

“Say it now.” Lily teased, rubbing the third bead against the DJ’s tight pucker.

“M-mistress!” She panted, her legs shaking as Lily pushed the third in. “HNG! Mistress!”

“Atta girl. I knew you could do it.” Lily teased. “Let’s get these five in. Then we can move on to the spanking.”

“No! No, please…”

“That’s twelve, Vinyl. Fuck, you never learn, do you?”

“N-no…”

“No… What?”

“No, mistress…”

“No, mistress, what?” Lily pushed the fourth in. She would break Vinyl Scratch tonight if it killed her.

“N-no, mistress… I never learn.”

“There we go.” Five. “You’re learning. You’d better keep talking like that, Vinyl.” Lily held her hand out, and Twilight readily handed off a roll of black tape to her. She tore off two strips and fell to her knees behind Vinyl’s spread ass cheeks. A tiny string dangled out from her tight rosebud, which pulsed with it’s inherent load. Vinyl panted as Lily spread her skin further, using the tape to close her asshole up. The beads wouldn’t be falling out during the spanking, and as far as Lily counted, she owed six.

“First one’s going to be Twilight.” Lily said. “For tying her up and cumming on her.” *THWACK*

“AAAHH!” Vinyl’s chest squashed flat against the wall, her hips buckling under the first blow. There was a red mark on her cheek already, thanks to the brilliant blow.

“Second one is for me, for ripping one of my favorite skirts.” *WHACK*

“AAAAAAAHHHNN!” Vinyl’s loud cry would have been heard, even with the insulation. Four more to go.

*SMACK, CRACK* “AAAAAARRGH!”

“For kicking me, and for biting me.” *SMACK*

“HNN-GYUH! Haah… Haah…”

“For your dirty mouth.” *THWA-CRACK!*

Vinyl’s scream hurt her ears.

“And that one.” Lily pulled Vinyl’s hair, stretching her neck out firmly. “Was for disrespecting my authority. Make sure it doesn’t happen again.”

“Y-yes… Mistress…”

“Good. Twilight? Fuck her senseless.”

“With pleasure.” Twilight advanced with the strapon, the long, purple shaft glistening with lubricant.

“Wh… Where are you…?”

“In your ass.” Twilight admitted, smiling as she peeled the tape off. “I’m going to make you cum by fucking your tight little butthole. You’re gonna feel it against those beads, too…”

“Hnn… Please-" Lily cut her off.

“Vinyl, I swear… If the next words out of your mouth are anything other than ‘please fuck my slutty ass,’ I’m going to spank you twelve more times.” Her cheeks were already ruddy with the red marks, and her breath was panting.

“Please…” Lily glared at her. Silently, her look told the magi ‘I dare you.’

“Please… Fuck my slutty ass?”

Lily grinned.

They had broken her.

-------Notes from the Author-------

You all know I have a personal affinity for bondage. I enjoyed this chapter, and I really wanted it to be longer, but I was starting to lose my touch thanks to fatigue. It’s been a long week at work.

Hope you enjoyed :3

Turnaround

Luna is kidnapped by Chrysalis, when Nightmare Moon emerges.

Thanks to Hellpony for the request!

This chapter will be non-humanized pony clop.

Categories: Role-swap, kidnapping, Luna, Chrysalis

Warnings: Some mild elements of rape.

“Turnaround”

~-~-~-~

Luna grumbled softly, her eyes fluttering open. At first, all she saw was darkness, which was odd… For one who spent a thousand years on the moon, both the light side and the dark, she had excellent night vision. This darkness, however, wasn’t just an absence of light. It was a sort of sensory deprivation. The question remained… Why? Was she blind? Was this a spell?

Or maybe it had to do with the fact that her head felt like it was splitting open.

Okay, Luna… Relax, calm down, and think back… What happened?

Listening to reports from military commanders, surveying maps of the parts of the everfree forest that were known, planning, coordinating…

The preparation outside of Ponyville. The attack.

Luna’s vision returned in a flash, along with muscular coordination. She gasped and sat straight up, the memories returning in a moment. She was alone in a grassy clearing, no pony else anywhere around. Breathing hard, she examined her surroundings, trying to make sense of how she had gone from the battlefield to here. Wherever here was. She remembered shouting, panic and confusion, magic and wings and fighting. Just as soon as Luna thought she had spotted Chrysalis, all had gone dark. Running a hoof through her magnificent mane, Luna touched the sore spot on the base of her skull. She had probably taken a blow that had knocked her unconscious.

Slowly, making sure she wasn’t too wobbly or uncoordinated, Luna rose to her hooves. No sense in laying here any longer. For all she knew, the battle was still raging and they needed her help. Listening, she heard nothing. She could see no distinguishing features. All she could tell was the position of the moon overhead, and that told her which way was North. Walking as fast as she dared, Luna left the clearing.

As soon as she was enveloped in the trees, however, she lost all sense of direction. The overhead stars and the moon were completely cut off from her vision, and there were no other landmarks for her to focus on. Walking around one large tree after another meant she lost all sense of which way was North or even which way she was walking. One particularly nasty tree that led to a muddy riverbank and a tricky, rotten old bridge turned her around completely. Before long, Luna found herself emerging into the same clearing she had woken up in. There was the indent her body had left in the grass. Huffing a sigh, Luna turned her vision to the sky and looked for an obvious way out.

The sky. Flying. Duh. Cursing her groggy thought process, Luna spread her wings, and as unsteadily as she had taken off in ages, flew into the sky. She realized almost immediately what a mistake this was. The reeling sense of weightlessness made her head spin even worse than it already was, and she was uncoordinated as a young filly flying their first time. Cursing again, she settled down halfway across the same clearing, clearly unable to fly. Magic? Bah. She couldn’t heal a scrape, let alone cranial damage in this state. Only one option left: Luna had to find her way back to the battle.

If there even was a battle anymore.

This time, she entered the forest at a different point than she normally did. The new approach seemed promising. At first. She would walked in a straight line, slipping around trees but for the most part keeping her northern heading. Until she walked into the clearing once more.

“Oh no.” Realization struck her then. This was no ordinary clearing. This was magic. A trick, deception meant to trap victims in it’s illusion forever. It would make them seem as if they were moving in a straight line, when all the small twists and turns of the forest would really be guiding them back in a circle, back into the clearing. Luna only knew of two ways out of such a spell. The first being to fly, which was out of the question, and the second a true direction spell, which she didn’t have the presence of mind to cast. For now, it seemed, Luna was trapped. Sighing heavily, she found the indent in the grass where she had lay previous, and curled up once again. Nothing to do but wait until she felt safe to fly again, or to cast a spell. Meanwhile, she struggled to fight through the throbbing headache. Whatever had hit her on the head, it had really hurt her…

Then she heard it.

Hoofsteps. Subtle, low, and not terribly far away. Luna’s thoughts snapped into focus in a moment, and she started to formulate a plan. No magic, no flight, but she did have her considerable strength. Whoever it was, they were trying to sneak up on her. Better to let them get close, lull them into a false sense of security, and wait for them to pounce. She lay her head down, and listened intently. The hoofsteps grew closer and closer… Closer still. Suddenly, the sound came faster. They were charging! Luna sprang to her hooves in an instant, wheeled about, and met her attacker head-on.

“Luna!” Celestia cried, launching herself through the air. Jaw dropped, Luna was caught by a full-bodied tackle from none other than her sister.

“Oof!” Luna grunted, tumbling to the grass with her sister. Celestia’s forelegs wrapped around her neck, pinning her close.

“Oh, I was so WORRIED!” She cried, somewhere between hysterically happy and tears. Luna blinked, feeling both stunned and confused.

“Celestia… How did you get here?” Luna asked quietly. Despite the reeling in her head, she was now very, very confused… Something was most definitely off about this. Celestia seemed awfully… Cheery. Particularly given the circumstance.

“Did you forget?” Celestia pulled away, peering inquisitively at Luna. “I led the attack against the changelings with you… When I saw you knocked unconscious, you were carried away by a dozen changelings. Naturally, I followed, but I lost them in the confusion. I’ve been wandering the forest, looking for you ever since…” She smiled, a wide, beaming ordeal that Luna found highly uncharacteristic… Maybe she really was delirious from the bump to her head…

“Well… I’m glad you found me, I guess…” She muttered, pulling back to look at Celestia. Something still struck her as wrong, though… Celestia was just too cheery, where she would normally be very poised and dignified… Was she glad to have found her sister? Or was there something else…?

“Mmhmm! Are you feeling okay?” Celestia asked. Okay, something was definitely wrong… She should not be this happy…

“I’m… Fine…?” Luna stepped back another few steps, getting a better look at Celestia… No, this was not Celestia. Her mark! Her mark was different! Eyes wide now, Luna realized the imposter for who she was.

Too late. Celestia’s horn blazed a bright, lime green, and Luna’s vision went dark…

In the back of her mind, Luna remembered that she had led the attack against the changelings without the aid of her sister, who was still back in Canterlot… Back home.

“Ngh…”

“Aha… You’re awake, princess.” Luna groaned at the unfamiliar voice, trying to come to. How long had she been out this time? She remembered what happened. An imposter disguised as her sister had assaulted her, knocked her unconscious after she had already been lost in the clearing. Now, as her eyes fully opened, Luna saw who it was.

“Chrysalis.” Luna muttered, rolling over. She slid her hooves beneath her body, trying to stand. Oh great, she thought, Can’t fly, can’t cast any spells, can’t even get up… She’s sapped my strength. The situation looked grim. Luna was completely helpless. No strength, no flight, no magic. Nothing. She couldn’t even hold her head up properly.

“Oh? Going somewhere, ‘sister?’” Chrysalis mocked her, grinning her evil, pointed-tooth smile down at the helpless princess.

“You fiend.” Luna grumbled, trying her hardest to muster a withering glare up at the changeling queen. “Return me to my forces, and maybe I’ll consider letting you live.” Chrysalis’ self-satisfied smile turned to a very withering and ugly frown as she looked down at Luna.

“Let me live? You didn’t let my changelings live.” She growled, taking a few steps closer. Luna couldn’t help but look through the ugly holes in her legs as she advanced. “You didn’t seem to have any pity or remorse as you charged us. I was lucky to get out alive with you on my back. For all I know, Luna, I may very well be the last changeling in existence now.” Chrysalis stopped, her tall body looming over Luna’s. “All thanks to you. Impetuous, foolhardy, brash princess Luna.”

“You… Attacked us first…” Luna mumbled, trying to lift her head to look at Chrysalis properly.

“Attacked? Luna, I only infiltrated. If it wasn’t for Twilight Sparkle’s interference, I’d have married Shining Armor and lived off of his love for a very, very long time. Thanks to your sister’s student and her damned friends, I had to retreat back here, to the everfree forest. After that, I would have been happy to survive on the scraps of love we could have snagged from the ponies that wandered in here. But was your victory in Canterlot enough? No. Not for you.” Chrysalis leaned in, looking Luna in the eyes. In that moment, Luna had never feared for her life more.

“You had to wipe us off the face of Equestria completely. It wasn’t enough to let us grovel and scrape by out here…” Chrysalis’ face leaned in very close to Luna now, her eyes flashing dangerously. “You wanted genocide.” When Chrysalis pulled away, she left Luna shivering helplessly. What did Chrysalis have in mind? Was it vengeance? It certainly wasn’t forgiveness… Whatever it was, it made Luna quiver helplessly. Chrysalis sighed as she started to pace a slow, wide circle around Luna.

“Hmm… But now, I have a helpless princess, separated from her forces, unable to do a thing to protect herself…” Chrysalis mused, her hooves indenting the grass as she paced. “And here I am, a lone queen, with nary a drone or a worker to my name.” She stopped, looking down at Luna over her entire prone body. “I wonder what I should do. Should I kill you, as vengeance for those I’ve lost?” Her lips spread in another grin, though this one looked remarkably less evil. It looked much more devious.

“Or perhaps… I should feed off of you until you’re nothing more than a husk, dried up and used, nothing more than a shell of your former self…” Chrysalis slowly moved forward, her legs straddling Luna. “And now that we’re alone, my dear princess…” She leaned in, her lips hovering just above Luna’s mouth. She smelled faintly of… Lilac? “I can take my sweet time sucking every last drop of love out of you.”

Luna couldn’t do a thing to stop it as Chrysalis’ lips pressed to her own. The kiss was nothing along the lines of passionate or even lusty. Behind those lips was a dire sense of survival, of a deep need to feed… Chrysalis emanated this aura of voraciousness, like she couldn’t be pleased until she had sapped Luna of everything. Magic, flight, strength, Luna had nothing left to give. Nothing but her body, that is… And that was precisely what Chrysalis planned on taking from her.

“Relax.” Chrysalis cooed, pulling her lips away with a devious smile. “It isn’t going to make it any easier if you fight this. Not that you could… I’ve robbed you of your strength, too.” Chrysalis’ legs slowly began to bow as she lowered herself down, her body as long and slender as Luna’s. Her slight weight was hardly even noticed by the princess of the night. Their lips met again, Chrysalis’ mouth opening to let her tongue force it’s way inside of Luna’s mouth. She whimpered helplessly as Chrysalis worked her tongue around in a circle, exploring Luna’s muzzle as thoroughly as she possibly could. Despite the stressful situation, the helpless feeling of being robbed of everything that made her who she was, Luna felt a strange sort of excitement welling up in her chest.

Under different circumstances, she might have actually enjoyed herself. Maybe if they were back in Canterlot, stretched out on her comfortable bed, with no pony to disturb them the entire night… But right now, Luna feared for much more than her life. If Chrysalis had her way, Luna would lose the last thing she had left to call her own… She would lose her dignity.

“Hmm… I must say, princess, you taste delicious… I dare say I’m going to enjoy this.” Chrysalis nipped at Luna’s muzzle, her pointed teeth sending a brief flash of pain down the princess’ neck. That made Luna gasp, her chest shaking with the sudden exhalation.

“I th-thought… Changelings… Ngh… Fed off of love? Why aren’t you turning into Celestia…?” Luna whimpered, trying to raise her hooves to fend off the queen’s onslaught of nipping, painful, and oddly exciting kisses.

“Hmm? Oh, you ask a very good question…” Chrysalis mused inbetween kisses, effortlessly batting away Luna’s hooves as they fought to push her away. “Hmm, changelings feed off of love…” She groaned, kissing down to Luna’s shoulder now. This didn’t elicit shivers and gasps as the kisses to her neck had, but rather a growing sense of anticipation and dread. It built in her chest, coalescing into a warm sensation that throbbed just behind her collarbone. “So what more pure form of love is there than sex? That moment when you’re completely, totally, and utterly exposed to someone else… There’s a type of love there, Luna, more pure and primal than anything else… Would you not agree?” Luna shuddered underneath the queen, trying hard not to focus on the thought of being completely, totally, and utterly exposed to this devious creature.

“Ngh… Stoppit…” She panted, her hooves feeling much too weak to even raise up anymore.

“Oh, well , that was pathetic.” Chrysalis chuckled, her lips now nuzzling into Luna’s coat on her breast. She was slowly working her way downwards, heading for a place that Luna would just as soon not think about her going. “Do it again. I want to hear you complain.”

“Sh-shut up… You evil…”

“Evil what?” Chrysalis teased, grinning up at Luna.

“You bitch…”

“I’ve been called worse.” Chrysalis shrugged, her lips travelling lower. Luna had originally thought Chrysalis would feel much like a beetle, with a hard carapace and armored plating… Other changelings they had encountered certainly had all that. But as Chrysalis’ hot breath washed over her coat, her lips travelling lower and lower, Luna was shocked to find that she was actually kind of… Soft.

“Haah!” Luna suddenly gasped. Chrysalis gave a soft moan of approval from the spot low on Luna’s stomach, her lips brushing over the princess’ sensitive teat. “N-not there!” She whimpered, writhing on the ground. The bed was hard, but at least the grass cushioned her a little. It was not uncomfortable. At least she had that to be thankful for as this nightmare unfolded…

“Not where? Here?” Chrysalis opened her mouth, gingerly taking one hard nipple inbetween her pointy teeth. The flash of pain was soon followed by heat, and a helpless feeling of wetness from inbetween her haunches. “Clearly not, princess! Apparently you want it somewhere else.”

“N-no…” Luna panted, shuddering again. “Please, no…”

“Oh my!” Chrysalis reared up, her lips split in another devious grin. “That was absolutely beautiful. Say it again, Luna.” She was obviously enjoying herself. Her diaphanous wings fluttered with excitement as she grinned down at Luna.

“Please, stop this…” Luna panted, peering up at Chrysalis with half-lidded eyes.

“Hmm… Let me think about that…” Chrysalis stepped back the rest of the way, her hooves effortlessly kicking Luna’s legs apart. “How about no.” Recklessly, she leaned in and assaulted the epicenter of Luna’s dignity.

“Aah!” Pleasure and embarrassment crashed through Luna’s entire being, gripping her very core and holding her in place as she was subject to the rough treatment of Chrysalis’ tongue. Down there, where no princess in their right mind would ever consider letting any pony ever go, Chrysalis went to town.

“Hmmn… Haah…” Her tongue undulated smoothly against the soft folds of Luna’s marehood, lapping up every little bit of emission that the princess helplessly seeped. She couldn’t do a thing to stop it. It all just flowed fast and free, the pleasure coursing directly into the fatigued muscles of her stomach. She twitched each time Chrysalis brushed her swollen clitoris, and groaned whenever the queen shoved her tongue deep into the tight recesses of the prostrate princess’ core. Ruthlessly, and very much against her will, Luna was pushed further along towards the inevitable end…

“Haah! Haah! Chrysalis, s-stop! Please!”

“Mmnn… Haah… Slurp,” Chrysalis heedlessly pushed on, licking and flicking and caressing the depths of Luna’s marehood. Her juices flowed fast and free, shining against her coat under the light of the moon and the stars. She was lost. No hope. No nothing.

There was only the pleasure, and the embarrassment.

“Hmmm… Delicious.” Chrysalis licked her lips as she pulled away from Luna’s twitching center, grinning wickedly as she watched the helpless princess twitch and shudder on the ground. Chrysalis appeared empowered, emboldened by the act. She had just fed off of Luna in more ways than one. “I can feel it, Luna… Can you not? The love you’re giving me? Well, not giving, but certainly given. One way or another…” She grinned, keeping Luna’s hind legs spread wide as she slowly re-adjusted. “You’re not done giving yet, either… We have a long, long way to go yet… Hrmm… HAAH!” In a flash of green magic, Chrysalis did the last thing Luna would ever have expected…

“Is that…”

“This is, indeed, a penis.” Chrysalis grinned. In a flash of green magic, the queen had grown male genitalia, the black flesh of her erect phallus shiny and smooth like the rest of her… Apparently, Chrysalis wasn’t going to settle for just using her hooves or her tongue. “And I plan on fucking you dry, Luna… In more ways than one, I’m sure.” She chuckled at her own joke, leaning in to kiss Luna firmly. The musky scent of her own arousal stained her tongue as Chrysalis forced her way inside, wrestling Luna’s slick appendage into submission. The princess of the night could only lay there while Chrysalis kissed her, their saliva mingling together as it slid down her muzzle.

Chrysalis re-adjusted until the head of her synthetic member dangled precariously above Luna’s exposed lips, her head already drooling a fair amount of pre onto the pink, wet pussy below. Luna could feel the small amount of liquid dripping onto her sensitive core, plopping down on her clit and sliding over the wet flesh of her flared lips. She wasn’t sure how much longer she could handle the embarrassment, the shame…

Shame. Regret. Remorse. These were not feelings Luna was unused to.

“So,” She grunted, her eyes opening fully for the first time. “You want to fuck me?” Chrysalis blinked down at her, taken only slightly aback.

“I’d be lying if I said I didn’t… It’s more than that, though. It’s a matter of survival, my princess… If I don’t, I won’t have enough love to live.”

“Trust me, you buggy bitch,” Luna growled. Chrysalis’ eyes widened with fear, even as Luna’s own changed… The circular iris was gone, replaced by a vertical one. Luna’s mane began to grow darker, her coat deepening from purple to black… “You’re going to get more ‘love’ than you can handle.”

“Wha- AUGH!” Chrysalis cried as the blast of dark magic lifted her off her hooves. Darkness, blacker than night, deeper than the shadows on a moonless night, burst forth out of Luna’s prone body. Strength, and unholy rage fueled by regret and anger, flowed into her muscles. She rolled to her hooves, throwing her mane regally into the air. As it crossed the starry sky, it painted itself with the constellations and pinpoints of burning light. It became less stable, more ephemeral and mist-like atop her head. Her coat was almost completely black now, her form slender and toned, sleek and muscular. Dark armor, blacker than black, hugged her body, and her reptilian eyes glared down at Chrysalis.

“What… What are you…”

“WHO.” Luna boomed, slowly advancing on the prone changeling queen. “THE PROPER QUESTION IS -WHO- AM I?” Her head rose, dignified and regal, enhancing the look as she peered down her muzzle at the helpless queen beneath her. “THE ANSWER TO WHICH IS THIS:” Luna leaned down, her lips split in a wicked grin. “I am your worst nightmare.”

“What are you… AUGH!” Chrysalis grunted as Nightmare Moon smoothly straddled her hips, adjusted, and slammed her core down onto the synthetic member she had given herself. “S-stop! Stop this madness!”

“I SHALL NOT!” Nightmare Moon’s royal voice rippled across the clearing, flattening the grass away from them in a circle. “THOU SHALT PAY FOR TAKING ADVANTAGE OF US!”

“RRGH! Stop it! If I’m not taking, then I can’t live!”

“Then take it all!” Moon glowered down at the queen, rocking her hips back and forth. “Take as much love as you can handle, you fiendish tyrant!”

“Hrngh! Stop! Stop mov-ving?!”

“I won’t stop until you’ve fed enough, Chrysalis.” Nightmare Moon growled again, her hips rocking back and forth smoothly. “Not until you’ve taken every last drop you can handle.” She started lifting them, sliding the fake member in and out. Chrysalis gasped and arched her back, sliding that much further inside. “Because once you have,” Nightmare Moon’s hooves planted firmly on the queen’s stomach, pinning her to the ground with a firm touch. “I’m going to drown you in it.”

“S-stop… Oww…” Chrysalis groaned.

“Ow? Are you in pain? Do you not like the feel of our pussy?” Nightmare Moon’s lips curled apart, revealing her own pointy teeth. “This is not what you wanted? To fuck us dry, as you said?”

“N-not like th-this!” Chrysalis gasped, her hooves scrabbling in the grass. She tried to get up, to crawl away, but with the glowing of her horn, Nightmare Moon pinned her in place.

“Ah, ah… You’re not going anywhere, Chrysalis… Not until I’ve had my fill.” Nightmare Moon continued riding the synthetic cock Chrysalis had devised, her juices flowing freely down the black, smooth shaft… Chrysalis’ expression turned up in a pained sort of look, her cock jumping with the throbbing blood pumping through it. She was nice and thick, exceptionally long, and oh so fun to ride. Nightmare Moon really began enjoying herself, riding that thick dick with all she was worth.

“S-stop… I’m…”

“You’re what?” Nightmare Moon glowered, grinding her hips against the base of the shaft.

“I’m cumming…”

“Inside? That won’t do. Here. Feed off of your own love.” Nightmare Moon smoothly pulled herself up and off, her magic keeping Chrysalis pinned while her hooves slid up and down the thick, pulsing shaft. She angled the glistening cock upwards, stroking smooth and fast.

“Aahn! NO! AUGH!” Chrysalis gasped as the slit at the tip of her head burst with her orgasm. Seven thick, goopy strands of white cum spurted out, covering her black body. The way the white stood out against the black and green made the sight all the more shocking, the definitive contrast rather alluring in a sick, twisted sort of way. Panting, Chrysalis’ muscles relaxed, and she sagged down into the ground.

“Not yet, Chrysalis.” Nightmare Moon growled, straddling her once more. Ruthlessly, she speared herself on the shaft once more, grinning down at the pain and pleasure apparent on the changeling’s face. “I’m not nearly done with you.”

“S-stop…”

“Not. Yet.”

“Princess Celestia! She’s back!”

“What?!” Celestia immediately shot to her hooves, eyes wide with shock. “Is it true? Has Luna returned?”

“N-not Luna, my princess… It’s…” The guard pony that had unceremoniously burst in on the meeting between Celestia and some high-brow government officials from Trottingham shuffled his hooves, looking both fearful and apprehensive. “It’s… You-know-who…”

“No… Nightmare Moon has returned?”

“It cannot be!” One of the dignitaries gasped, raising a hoof to her mouth.

“Yes, princess…”

“I must go. My sister needs me.” Celestia spread her wings and flapped across the table, leaving the meeting without so much as a second glance. Celestia had to see this with her own eyes. If Nightmare Moon had returned, this could be very serious… At the same time, Nightmare Moon was Luna, her sister. After the news returned from the everfree forest, how the attack had been mostly successful, but Luna had been lost in the battle, she had despaired. The four days of worry and depression had taxed heavily on Celestia. She hadn’t slept. She could hardly eat. To hear that Luna was back, even if it was as Nightmare Moon, was the best news she had had all week.

She easily out-paced the guard pony, running as fast as her hooves could carry her. Which was very, very fast. Thundering down stairs and through doors, Celestia made her way onto the palace grounds, looking towards the southern skies.

“By the heavens,” She muttered, looking at the approaching black mare. “You’re back.”

“Sister.” Nightmare Moon landed smoothly on the cobblestone path. Her horn glowed dark with the energy of her magic, which was obviously supporting the massive black ball of dark energy beside her. “I have returned.”

“I see that… Do I have need to worry?” Celestia asked, her defenses raised. Nightmare Moon returning was reason for worry on many, many levels. Nevermind she appeared to be using a very powerful, dark form of magic.

“Hardly,” Nightmare Moon barked a laugh that was both frightening and light-hearted at the same time. “I learned my lesson the first time. Trifle not with my sister and her powerful student, or her friends. I mean you no harm… This unfortunate soul, though…” Celestia watched as the brilliant, dark ball of energy descended to the cobblestone walk leading up to the palace. “Could certainly use a lesson or two on what ‘love’ is.” The dark ball disappeared with a shimmer, revealing the creature inside.

“Luna, is that…”

“Chrysalis. Queen of the changelings. Former queen of the changelings, now…”

“And is she covered in-“

“Cum. Lots of it.”

“Uh huhn…”

“Here’s the fun part. She’s going to need more, or she’s going to die…”

“More cum?” Celestia blinked.

“More… Ahem… ‘Love.’ As it were.”

“And who, pray tell, is going to give her more… ‘Love?’”

“You… Me…” Nightmare Moon shrugged, glancing over Celestia’s shoulder. “Them.” Celestia glanced at the massive unit of guards thundering across the grounds towards them. They all fell into formation around them, surrounding Celestia, Luna, and the sticky form of Chrysalis on the ground. “Every pony.” Luna gestured in a wide arc with a hoof. “Any pony.”

“Uh huhn…”

“If we don’t, she’ll die.” Nightmare Moon shrugged a shoulder, glancing down at Chrysalis. The queen was slowly dragging herself across the ground towards the black mare, whimpering and moaning.

“Please, princess… Give me more…” She muttered, the holes in her hooves leaving white, goopy strands of cum on the ground as she crawled closer.

“See? Chrysalis used to boast how the love of Equestria could keep her and her changelings fed for eternity…” She batted away Chrysalis’ hoof carelessly, raising her head again.

“Now the love of Equestria is going to be the only thing keeping her alive…”

“Indeed.” Nightmare Moon grinned at Celestia. “Plenty of ‘love’ to go around.”

--------Notes from the Author--------

Fuck me, that was dark and hard.

Just like Chrysalis’ cock!

*Ba-dum tish!*

Sigh… Why the fuck did I write that?

Took me a while to write, surprisingly enough. I attribute this to a complete lack of motivation last night, and utter boredom tonight. I had nothing to do BUT write, that, and smell this god-awful smell… We’re replacing some grease trap lines close to the security office, and the stench is worse than death.

Experiment

Twilight clones Lily (OC) who changes into a whole bunch of people

Thanks to Drakinho for the request!

Lily is a character from my own story. She is a changeling, and this chapter will contain humanized sex.

Categories: Human, A Different Kind of Love, Cloning, Orgy, Changeling

Warnings: Maybe a bit of a family thing here, as well as some excessive cum. Compared to other chapters, though, this should be tame.

“Experiment”

~-~-~-~

“Twilight! To what do I owe the pleasure-“

“Upstairs. Now.” Twilight panted. She was flustered. Okay, flustered was an understatement. Twilight was a mess. With a concerned look on her face, Lily swept a hand out, inviting the magi up the stairs towards the personal apartments. She drew curious looks from the other girls, and Maggie in particular. Giving them all a sympathetic look, Lily followed Twilight up the familiar path into her personal apartment. These rooms were separate from the others, and they were where the women employed by Maggie were able to sleep and live, away from the professional obligation of having to share their beds with company.

“Twi, what the hell? Are you okay?”

“Yes! No! I don’t know, perhaps…” Twilight grumbled. She had bags under her eyes. She had most definitely seen better days. Lily’s expression grew even more worried as she unlocked her door and ushered Twilight inside.

“Alright. Talk.” Lily said. As far as she was concerned, she was losing valuable time that could be spent making money. At the same time, though, Twilight was a friend, and she was legitimately concerned.

“Alright, look… I’ve been researching biology and physiology of exotic and rare organisms in relation to magical formulae and arcane arrays.”

“In layman’s terms…”

“How fancy magic works with… Creatures.”

“Aah. Okay… So-“

“So I stumbled upon a little gem.” Twilight beamed at her, which was an odd thing to see, given how exhausted and tired the poor woman looked in that moment.

“Define ‘gem.’”

“A precious or rare stone formed by carbon bonds formed at varying levels of pressure buried deep within-“

“Not the literal definition, Twi…” Lily cut her off with a sigh. “Contextual.”

“Oh. Right. I suppose I ought to stop using symbolisms when I’m… Like this.” Twilight giggled nervously.

“I think you ought to stop using words when you’re like this. I’ve never been more confused by you my entire life.” Lily chuckled. “Do you need a drink? Or maybe a bed for eight hours?”

“Not… Not until I test my theory.” Twilight wiped a hand across her face. “Just once, then I’ll sleep. I promise.”

“Fine,” Lily groaned, rolling her eyes. “What is this theory you want to test?” Twilight inhaled deeply. Lily knew there would be no stopping her this time…”

“Recent developments in popular research papers have led to a new hypothesis regarding changeling powers, and their relation to subsequent changes in similar or identical copies of the sub-standard binomial arch of the fourth apex. When applied across the wide arc of interior arcane arrays, the formula was concrete across seventeen such tests… On the eighteenth, however, the effect was increased by a factor of point four-four-two-eight to the tenth times seven. And again after that, by an additional fourteen percent. Common factors amongst planar fissures in the seventeenth major apex and the fourth minor trigger have led to the new hypothesis.” She stopped for a breath.

“That creatures who have a biological mechanism to change their cellular structure at a rate faster than two-point-four-four seconds are not only compatible with spells that use the seventeenth major apex and the fourth trigger, but are subject to an exceedingly rare and difficult-to-find effect known as ‘exponentiality.’ Whereupon subsequent castings of the spell increase and multiply the effect, dozens of times over! It’s a magical breakthrough, and I’m spearheading the research team! Do you know what this means?” Twilight beamed at Lily, who was leaning against the counter of her breakfast bar.

“Twilight.” She said, crossing her arms. “I’m a changeling. Not a magi. I have no fucking clue what anything you just said means. At all. In any way, shape, or form. To me, the only word I understood in context was ‘recent.’ After that, you lost me.”

“Rrgh! I wish there was a more simple way to explain it!” Twilight pulled at her hair, causing Lily to slip forward and grasp the magi’s wrists.

“Twilight. Relax.” She said softly. “Tell me what I can do to help.”

“Oh! Right! That’s the entire reason I came in the first place!” Twilight grinned from ear-to-ear before flipping the hold around, her fingers closing around Lily’s wrists. “I need you to be my test subject, since you are, for lack of a better term, a creature with a biologic mechanism for changing your cellular structure at a rate faster than two-point-four-four seconds!”

“You… Want to cast a spell on me because I’m a changeling?” Twilight blinked at her blankly for a few moments before smiling and nodding.

“Uh huhn!”

“Ugh… Fine. I can see you aren’t going to sleep until you do this, so fine, whatever. Use the seventeenth trigger or-“

“No, no! The seventeenth major arch and the fourth trigger! Sheesh, you’re hopeless.”

“Yeah, whatever.” Lily grumbled. “Like to see you turn into a bear.”

“That’s what I’m studying next! Polymorphic changes amongst creatures with non-biological-“

“Twi, shut up and cast the fucking spell already.” Lily groaned, pulling her hands away.

“Right! Common spells utilizing the seventeenth major arch and the fourth trigger include firestorm spells,”

“Don’t feel like dying.”

“Planar rift spells.”

“Don’t feel like dying.”

“Hallowed Knight spells,”

“Sounds interesting, but no.”

“Wind spells,”

“Don’t feel like being a tornado anytime soon.”

“And replication spells.”

“Replication? What’s that?” Lily asked, arching an eyebrow.

“Eer… Taking something, and using major arcane energies to, well, replicate it. Copy spells. In this case, since we’re applying it to the fifth binomial array, I’ll be making another… Well, you.”

“You’re… Going to be cloning me?” Lily asked, now slightly interested.

“No! Not cloning, that’s something entirely different! I’m just going to be making a magical copy of you.”

“So… You’ll be cloning me.”

“Gosh, you can be really simple sometimes.” Twilight grumbled, throwing her hands up.

“You can be really complex. Just cast the damn thing already.”

“What, the firestorm spell?” Twilight asked.

“What did I say about not dying tonight?!” Lily damn near slapped her. Twilight was acting ridiculous. She probably deserved it. It was tempting… Very tempting.

“Right! So… Which one?”

“The clone spell, or whatever.”

“Oh! Of course!” Twilight beamed once more, her hands glowing ominously. Lily recognized the powerful tingle of magic as it hummed through the air.

“Eer, Twi… Are you sure you’re in the right mind to cast this…?”

“Of course! The spell requires an arcane output of at least seventy-four percent. Not for every magi. But I’m not every magi. Now stand still… This might be unpleasant.”

“EEP!” Lily squeaked as Twilight cast her hands out, smoothly lifting Lily off of the floor. This wasn’t the first time she had been handled by magic, but that didn’t change the fact that it was still new, and rather exciting. The tingle of magic washed over her, leaving soft pinpricks of pressure all over her skin. She honestly wished she could command her own magic, because whenever she was with any magi, they always had some interesting little trick or skill that made the night so much more better. Twilight probably knew her fair share of tricks, given the dirty mind that she had.

“Fine. I trust you. Do it.” Lily nodded her head, giving the final approval. Twilight smiled and began to cast the spell…

“Well that had… Unexpected results.”

“Right… So when you say exponentiality…” Lily muttered, looking at the mayhem that had just been unleashed in her apartment. It wasn’t disastrous, at least, and the only damage done had been to one of her chairs as it tipped over.

“Eer… Wow, I wasn’t expecting that.” Twilight muttered, scratching her head. “Perhaps… Oh! I get it!” She snapped her fingers, grinning at Lily. No, not that one… That one over there. Or was that her? She was lost.

“Eer… Which one of us is real?”

“It isn’t you?”

“I think it might be me.”

“Over there? Can’t be. Has to be that one.”

“Okay, everyone shut up!” Twilight spoke over all the voices. “The experiment isn’t done yet.” All of the cloned Lilys arched eyebrows at Twilight, the odd one out. “Right… The binomial equation states that those of you-“

“Not all at once, Twi.” One of them chimed in. “Just… Tell us specifically what you need us to do.”

“Right. Well, I cast a replication spell on a changeling. So… All of you should be changelings. Therefore, change.”

“You need us to change?”

“Pfft. Easy.”

“Consider it done.”

In an instant, a room that had been filled with a dozen or so copies of Lily was instead filled with different people. Faces of people Lily had seen before, customers and friends, and off in the corner, Princess Celestia.

“Wow, really?” Twilight asked, spying the last.

“What?” Celestia lifted her shoulder indifferently.

“Pick something else.”

“Fine.” Princess Cadance.

“No princesses.”

“Ugh!” Vinyl Scratch.

“Hey! Pick something else!” Another Vinyl shot across the room.

“Sheesh… Who hasn’t been taken?”

“Eer… What about that chick from two weeks ago…? The avian?”

“No, not her… Ooh! That one woman from Ponyville! Red hair!”

“Ooooooohh…” A collective hum of agreement went up around the room as the outside changeling shifted into Roseluck.

“I love her hair.”

“Fucking beautiful.”

“Agreed.”

“Wow.” Twilight turned a full circle, looking at all of the collected people. “That’s incredible… The hypothesis was correct. Across all spell effects, the equation remains the same. Do any of you feel any different? Any change in your power?”

“Nope.”

“Mm-mm.”

“Uuh… I feel a little itchy.”

“Probably that sweater, darling… Knit wool is atrociously itchy until it’s washed. And, ooh, that color!” They all laughed as the Rarity imposter fretted over her neighbor.

“That’s incredible… Lily, I can’t believe it… It worked. Theory confirmed.” Twilight’s expression visibly changed from fretful and worried to pure relief. She sagged down into the couch, collapsing half from exhaustion.

“Right. So, can you… I dunno… Get rid of it?”

“That’s a scary thought… Would we die?”

“Oh, I don’t wanna go!”

“No, no, relax…” Twilight waved her hand tiredly. “The anchor point is rooted inside one of you… I just need to find it and perform a recall. That will dissipate everyone else.”

“Oh… Okay, that was remarkably easy to understand. I guess. Which one has the anchor point?”

“I… Don’t know…” Twilight muttered, looking around. “It exposes over time, or there are alternative methods…”

“Alternative methods?” The postal worker with the skewed eyes asked from near the fireplace.

“Eer… Yeah…”

“What are they? I don’ think all… Twenty-five of us can sleep in one bed…”

“Twenty five?”

“Not counting myself, so, twenty-six…”

“Sheesh, Twi.”

“Hey, I aimed to make one. Blame exponentiality.” Twilight grumbled. “I’m way too tired to do this right now… Can I sleep first?” A collective grumble went up around the room, along with muttered statements like ‘I got dibs on the couch.’

“Relax, girls.” Braeburn spoke up, calming them all. “This is a whorehouse. There’s bound to be some beds here and there we can take for a night. I’m sure Maggie will let us stay.”

“Gonna be trippy if one of us is here already.”

“It’s still early in the night… I’ll go ask Maggie if we have some extra rooms… Big bed, couch, and a pull-out to each room, right?”

“Right.”

“Okay, twenty five of us, five per room, we need five rooms.” He said, ticking each off. “Let’s go see.” He slipped out of the door, leaving the others to contemplate the sleeping arrangements. The question had to go out…

“How does that work?”

“Two on the bed, two on the pullout, one on the couch.”

“Isn’t the couch the pullout?”

“No, the pullout’s hidden in the wall, remember?”

“What do they call those? A Davenport?”

“Hell if I know… I always called it wall-bed.”

“Well, there’s a bed and a two couches here…”

“So some of us can stay. Let’s let Twilight sleep here, though.”

“With who?”

“Dibs.”

“Damnit… Okay, Vinyl Scratch and Twilight take the bed here, Braeburn can have the couch when he gets back, Shining Armor can get the other.”

“Man, this is so confusing…”

“I gotta pee…”

“Wonder what’s to eat…?”

“C’mon, Twi.” Vinyl pulled Twilight up off of the couch. “We’ll get this figured out come morning.”

The next morning, all of the cloned changelings returned to Lily’s apartment, all of them looking refreshed, renewed, and happy. Twilight was bright-eyed and bushy-tailed after a shower and breakfast, and Vinyl was still drying her hair from the shower when everyone started to arrive.

“Shining, wake up.”

“Hnn… Wha?”

“We’re gonna get us back.”

“Oh… Right… C’mon, Brae.”

“Five minutes…”

“So,” Roseluck leaned against the counter next to Twilight, who was pouring a second cup of coffee. “What are these ‘extreme measures’ you mentioned?”

“Aah… Right. Everyone, listen up.” Twilight set the pot back in it’s holder, sipping at the scalding liquid for a moment as the chatter died out. “The anchor can take anywhere from five hours to thirteen days to expose itself, with recorded examples lasting as long as five months. We can either wait this out, or…” She blushed a little. “Extreme physical exertion does it as well.”

“So… Should we, like… Go run a mile… Or twenty?”

“Eer… Not exactly.” Twilight sighed. “Contained in the endorphins released during orgasm is a chemical agent that can be beneficial to exposing the anchor… The only thing is, this agent needs to build up, until the anchor is fatigued from multiple releases. Sometimes only two, often three, but rarely as many as five or six.”

“Wait… So…”

“We each need to cum a bunch of times?”

“Oh fuck, are we going orgy status? We’re totally going orgy status…”

“It’s gonna be a long morning.” Twilight chuckled at the reactions. Indeed it was…

“Well, we can’t do it here. We’ll break something. I say we usurp one of ‘those’ rooms.”

“Ooh, good idea! When was the last time we were in on one of those?”

“I think it was six weeks ago…”

“Yeah, we kinda popped in at the end there…”

“When was the last good one?”

“Last year? For New Years?”

“Oh yeah… I remember that one! Fucking lotion…”

“Ooh, the memories.”

“Focus, everyone! Let’s move to one of these rooms and get started. The sooner we cum, the sooner we get this fixed.”

“What a way to go out! I’m SO down!”

“Let’s do it!”

“Aww yeah!” Excitement and lusty looks were thick in the air as everyone made their exit from Lily’s apartment, and not a single one of them was shifted into her. They drew curious looks from early-risers, one of them being Maggie herself.

“Twilight!” She motioned, spotting the only really familiar face amongst all the strangers. “What the hell is going on here? Where’s Lily?”

“You’re looking at her.” Twilight gestured. “All of her.”

“Oh no… Don’t tell me…”

“Yup. I replicated her.”

“How many times?!”

“Twenty-six? Twilight asked, taking a moment to scan over the heads that were descending the staircase. “Yeah, Twenty-six.”

“F… Fuck… You know that the anchor doesn’t expose-“

“Until after several hours, days, or even months. Or unless under extreme physical exertion.”

“So…”

“Can we borrow an orgy room?”

“I do NOT want to clean up that mess after you’re done… Go…” Maggie groaned, waving them off. With a smile, Twilight followed the crowd as they moved down the hall. Two turns and fourteen doors later, they all filed into one large, very open room. Pillows and mattresses lay strewn about on the thick carpeted floor, blankets and throws and various other cushion-y objects to lay upon. Already, clones were stretching out, shuffling pillows around, or even stripping down. Rarity was already down to her underwear.

“Oh wow. Wasting no time, are we?”

“Hey, as far as I’m concerned, this is all your fault.” Spitfire pointed an accusing finger at her, several others around her nodding their approval. “You should have seen it coming.”

“Woah, hey, how was I supposed to know?” Twilight raised her hands, looking around at all the other clones who were suddenly staring very intently at her. “This was an experiment… And you… Eer, rather, one of you agreed to it.”

“Well, you cast the spell in the first place.”

“I say she pays for it.”

“Agreed.”

“Sorry, darling…” Rarity popped the clasp on her bra, letting her breasts free with a smile. “Looks like you’re about to get gangbanged.” Twilight looked around. Half-naked changeling clones all leered at her, erections and bared breasts slowly becoming more and more common. Big Mac was already stroking himself.

“Ugh… Fine… You first, Braeburn.” Twilight groaned. With a lusty smile, the orgy kicked off…

“Mff! Hey! That’s a designer shirt!” Twilight complained as her shirt was unceremoniously stripped away, tossed off to the side haphazardly.

“Oh shut up. Help me take ‘em off if you don’t want to lose them.”

“Ugh. Fine.” Twilight blushed and smoothly pulled her bra off while Braeburn’s hands tugged at the waistline of her pants. “This is so weird… Shining’s watching just over there.”

“Gonna plan on doing a lot more than watching, Twily.”

“Eew… You’re my brother!”

“Nuh uh. I’m Lily.”

“Just like me.”

“D-dad?! Oh, that’s just TOO weird. I can handle my b-brother, hey! Not so rough!”

“Sorry,” Braeburn pulled one of the two fingers out that he had just pushed into her. Twilight whimpered as he slowly started fingering her, sliding one long digit in and out of her moist folds. She was slowly pulled to the ground, her bra shed in an instant. Braeburn was already nude, his rock-hard member pressing against her thigh.

“Give it to her good, eer… Me…”

“Soarin? Aren’t you gay?”

“I can be.”

“Well, go take it out on Blueblood over there.”

“Hey, no! I was planning on getting it on with Vinyl here.”

“Sorry, babe. This train ain’t riding for no one but Roseluck. I fuckin’ love that hair.”

“If you cum in my hair and I’m the anchor, I’m gonna be angry. That shit doesn’t wash out.”

“C’mere, Blueblood.”

“Ugh… Fine…”

“Here we go.” Braeburn settled inbetween Twilight’s legs, smiling as he leaned in to kiss her neck. Twilight reminded herself that this was technically Lily, and not the people she thought it was… Still, it didn’t change the fact that this was exciting. She groaned and twined her fingers into Braeburn’s hair, pulling his hungry mouth tight against her neck, even as he pushed into her.

“Haah!” The first penetration was enough to steal her breath, her eyes rolling back in her head as he slowly started sliding in and out. “Ohhhh, fuck… It’s been a while… Harder, Braeburn.” Twilight urged, writhing her hips beneath him. The clone obliged, smoothly pushing deeper and harder into her. She inhaled deeply, her breasts rising into the air underneath his expert touch. That was the benefit of Lily. Male, female, didn’t matter. She knew how to please.

Elsewhere, the other clones were busy getting down. Rarity cornered Big Mac with a devious smile, even as Fluttershy and Spitfire started making out. Vinyl wasn’t taking it easy on Roseluck, who appeared to be receiving the brunt of attention from both males and females. Her mouth was full with Rainbow Dash’s crotch, even as Vinyl’s hermaphrodite penis took her from behind. Braeburn was wild, but Twilight felt responsible for the spell after all. She beckoned a lonely-looking Fleur De Lis over, urging the woman to straddle her face. Mouth and vagina now utilized, Twilight could help pay everyone back that she needed to. Braeburn and Fleur made out as Twilight was double-teamed.

Soon enough, there wasn’t a single clone that wasn’t involved in one sexual act or another. Derpy was bent over the back of a couch, her hands held straight out behind her while Fancy Pants went to town. Soarin and Blueblood had settled on spit-roasting Carrot Top, even while Vinyl finished up inside of Roseluck.

“Next.” Vinyl panted, lumbering off to take a break on a nearby couch. She seemed content to stroke herself as Rarity rode Big Mac nice and hard. Of course, no orgy was complete without Pinkie Pie, who was busy stuffing fingers into her own ass while she rode Fluttershy’s tongue. Octavia was engaged in a rather heated bout of 69 with none other than Bonbon, while Lyra had both Nurse Redheart and Flitter at the mercy of her extremely skilled hands.

The sounds of sex and lovemaking filled the air, everyone panting or moaning, or in the case of one double-penetrated Pinkie Pie, flat-out screaming. Twilight felt her own orgasm approaching, even as Braeburn roughly drove into her over and over.

“That’s it, Braeburn,” Fleur panted, her fingers rubbing her clit rapidly. “Fuck her harder. Cum inside of her… Do it, baby… Harder!”

“Uugh!” Braeburn drove into a shuddering Twilight, emptying his load deep into her slick vagina. “F-fuck… That was good…”

“Ooh… Oh my goodness… I came, too… Keep licking, Twilight… Don’t stop.” Fleur’s voice was light and airy, the perfect tone to match her juicy orgasm. Twilight couldn’t help but smile as she licked the dripping slit above her.

“Right, then… My turn, Twily.” Shining Armor grinned down at her. Twilight peered out from inbetween Fleur’s legs, spotting her brother crouching between her legs.

“Oh no… I can’t watch this…”

“So eat me out, then.” Cloudchaser pushed Fleur off of Twilight’s face, this time lining herself up so her back was turned towards Shining Armor. Twilight lost sight of her brother, but she sure as anything felt him push inside. His twitching cock swirled around with Braeburn’s spunk, making Twilight feel surprisingly warm and erotic.

“Heeyyyy… I’m not done yet. Twilight, give me your hand.” Fleur grabbed Twilight’s wrist, guiding her fingertips against the slick lips inbetween her legs. Twilight obligingly pushed two fingers in, swirling them around even as her tongue flicked at Cloudchaser’s clitoris. Meanwhile, Roseluck was on number three, a very energetic and well-endowed Big Mac. Vinyl had recovered, and took the place of Pinkie’s fingers in her ass. Pinkie took it like a pro, grunting as Vinyl set in at a rough, fast pace.

“Cumming!” Blueblood gasped, emptying his semen directly into Carrot Top’s mouth. The poor woman could only swallow it all down, blushing furiously as the taste assaulted her tongue. Twilight was greeted with a fresh wave of orgasmic juice from Cloudchaser, who was quickly and unceremoniously replaced by Rainbow Dash.

“Alright, Egghead. Let’s see whatchya got.”

“Mmm…” Twilight was thoroughly enjoying herself. She didn’t even mind when Shining Armor pulled out of her, lined up with her back door, and went in for anal. It felt good. It felt great. Because it was Lily, and there was a ton of her. All over.

“Hey, guys… Let the girls go at it, I’ve got an idea.” Soarin pulled out, his cock dripping with spunk as he padded over to where Twilight lay. The shifted men all looked at him curiously, wondering what he was up to.

“We owe it to Twi for all this, so I vote we give the little bitch a cumbath…”

“Ooh…”

“Please…” Twilight panted. “Do it… Fuck me, I want it…”

“Well,” Shining Armor grunted, driving into her ass roughly. “Step one… Here goes!” He pulled out, beating his shaft as the first creamy orgasm erupted onto Twilight’s front. Most of the strands landed on her stomach, though one managed to splatter against the underside of her jiggling breast, and some dribbled onto her thigh. Twilight groaned and swayed underneath them, moving her body in a serpentine fashion, showing off all the creamy, smooth skin for them to cum on. No need to hold back, right? Twilight could let all her dirty little fantasies play out, and this was one that she wanted to explore for a very, very long time…

“Come on boys,” She teased, smiling up at them. “Show Twi what you got.”

“Me next.” Big Mac grunted, pushing inbetween her legs. As well-endowed as he was, Twilight enjoyed it quite a bit. Not to mention his contribution was especially creamy and thick. It oozed out of her pulsing core, dribbling over her rosebud even as Vinyl took the next slot. She was ruthless, thrusting rough and fast, making both her breasts and Twilight’s jump with each thrust of her hermaphrodite cock. What’s more, she was open from the back, which allowed Hoity Toity to jump in. The train of thrusting made such an arousing sight that Blueblood just had to rub one out on Twilight’s face. Cheeks and forehead covered in cum, Twilight’s tongue hungrily lapped up the strands, her hands gripping Vinyl’s breasts firmly.

“Open up, Twi.” Vinyl panted. She pulled away from both of them, walking her way up to Twilight’s hungrily-open mouth. With a throaty grunt, she came directly into Twilight’s mouth, making the magi suck on her shaft until she was emptied.

“That isn’t how you do it,” Hoity Toity moaned. Vinyl stood up to her full height, only to have her rosebud attacked by Hoity Toity’s tongue. He straddled Twilight’s waist, eagerly stroking himself over her breasts. Vinyl gasped and shuddered, leaning back into the hungry clone’s mouth as he came directly on both of Twilight’s heaving tits. She was positively doused at that moment, oozing cum from her mouth, vagina, and ass… She was covered with it, filled with it, and positively drunk with it.

Elsewhere, lesbian couples were teaming up, fingers and tongues eagerly working away at one another. Rarity was subject to both Derpy and Roseluck licking at her, even as Rainbow Dash worked at cleaning up the red-haired woman. Straddling Carrot Top’s face, Fleur’s fingers worked smoothly into Lyra’s dripping core, the two of them tongue-wrestling eagerly.

The first truly pronounced squirt came from Fluttershy, who was stretched out beneath a very dexterous Octavia. Her fingers pulled out, coaxing a massive stream from the screaming avian’s dripping cunt. It arced into the air, spattering the carpet lewdly. Unable to resist, Bonbon leaned in for a taste from the source, lapping at the overly sensitive clitoris until Fluttershy was little more than a whimpering puddle of orgasmic juices.

Fleur De Lis was paying good attention to a panting Derpy, her fingers smoothly gliding in and out of the avian postal worker’s dripping center. She was extremely wet, her thighs glistening with her juices straight up until she arched her back in orgasm. Fleur leaned in to lap up what oozed out, groaning into the avian’s crotch. Pinkie Pie was stretched out on the couch, her hands pulling a whimpering Applejack’s face into her crotch firmly. All around, the action seemed to be winding down… Couples had devolved into holding one another, or laying spread-eagle on the arrays of pillows and couches. Vinyl Scratch had slipped into the bathroom and was undoubtedly taking a shower. Twilight was laying on her back, still riding the euphoric high of so many orgasms. She herself had came at least four times. It was all so good…

“F-fahk…” Applejack was last, her legs giving out as she collapsed back onto a bed. Everyone was laid out, all of them having experienced at least two orgasms, or in the case of one poor Fluttershy, seven. “Twi…” Applejack groaned from the bed. “P… Please tell me y’all found out who was th’ anchor…”

“I think…” Twilight groaned, lifting her arm. “It’s Carrot Top…”

“Huhn? Me?” Carrot Top lifted her head, blinking unevenly at Twilight a short distance away on the floor. “How can you tell?”

“Probably… That glowing thing in your chest.” Everyone looked at Carrot Top, as that she was, indeed, glowing.

“Huhn… So I am… Right then. Can you undo this spell now?” The true Lily, the anchor for the replication spell, slowly sat up and made her way over to Twilight.

“Y-yeah… Come here.” Once Carrot Top was close enough, Twilight summoned a spell, her hands glowing as she started working through the complex diagrams and invocations. Even fatigued and covered in copious amounts of changeling clone cum, she was still sharp as a tack. In an instant, all of the other clones were gone.

“Phew… I’m glad that’s over.”

“Uuhn…” Twilight moaned, slowly laying back. “I don’t wanna move…”

“Me either…” Lily groaned. Bonbon had received some pretty rough treatment from the clones of… Well… Herself…

“Naptime?” Twilight groaned, closing her eyes.

“Naptime…” Curling up with the magnificent, tired magi, Lily closed her eyes and slipped off into nothingness…

----------- Notes from the Author -----------

So this chapter eventually just devolved into ‘What completely obscure sexual pairings can I possibly come up with?’ So there you go. Took me a while to get it done, but I did it >.<

School District

Cheerilee and Fleur De Lis

Thanks to White Reaver for the request!

This chapter will be non-human pony clop.

Categories: Lesbian, Cheerilee, Fleur De Lis

Warnings: None

“School District”

~-~-~-~

Fleur De Lis sighed as the train pulled into the station, pressing close to her husband’s side for a moment. “I don’t know, Fancy… I just don’t feel right about this…” She mumbled into his mane.

“Relax, darling. Certainly you don’t want our young foal to attend school with stuck-up aristocrats such as myself?” Fancy Pants teased. He kissed her muzzle tenderly, ushering her towards the platform with a gentle nudge. Fleur sighed and nodded, smiling bravely at him.

“I’ll be fine. See you tonight?”

“Depends if you make the train. You never know, you could just get completely carried away meeting somepony new.” He nudged her again, tender and soft. He may be a high-brow socialite, but around Fleur, Fancy Pants was a true gentleman and husband. She loved him so.

“Perhaps. At the very least, tomorrow morning?” She returned the nudge softly, pressing close for a moment.

“Tomorrow morning. Go, my love. I’ll see you then. And don’t forget to visit Rarity’s boutique. I hear she’s got a fantastic new line of dresses.”

“Perhaps. Farewell.” Fleur smiled at him one last time before turning and boarding the train to Ponyville. She found a window seat and smiled at him waving. With a shrill whistle and the chugging of steam engines, the train lurched out of the platform, and her husband dwindled in the distance. She lost him completely as the train entered the first tunnel. In the dim lighting of the cabin, Fleur still stared blankly out of the window at the black, sightless cave.

She and her husband had been of like mind. They both wanted a child, a young foal to call their own… But the school system in Canterlot was vastly inferior to others. For one reason or another, any child that wasn’t a unicorn or a pegasus didn’t do too well in the city. Even pegasi did better in Cloudsdale than anywhere else. Fleur’s family had been famous for breeding earth ponies, and neither of them wanted to run the risk of giving their beloved child a sub-standard education. Fleur herself was an oddity of sorts, a stranger amongst her family’s normal genetic code. That was part of the reason she lived in Canterlot, and not Las Pegasus with them. Fleur had volunteered to scope out other schools, to see what would be best for their future. Ponyville was at the fore of earth pony education, being a town founded by none other than the strong, bold ponies that flourished growing crops.

The train ride really didn’t take too long… A few boring hours spent going in and out of tunnels, followed by a hilly ride through some beautiful trees and countryside. She let her mind wander, thinking of everything from the latest champagne social to the foal’s name, charity dinners to emerging fashion trends among housewives. She really only focused on her task once the train pulled into Ponyville station. She departed at the sound of a shrill whistle, inhaling deep the scents of the farm town. Everything from dust and mud to roses and produce mingled together to form a rich, heady, earth-like scent that she found to be rather… Comforting. It was a town that smelled like it could be a home. Smiling idly, she trotted down main street, feeling out-of-place among the farmers and earth ponies.

A few questions directed towards helpful passers-by directed her to the far end of town and a small school house. She noted the sign for Rarity’s boutique on the way, but managed to resist having a peek inside. She focused on getting to the far end of town, and made it in short enough order. By then, it was mid-afternoon, close to three. She left the town proper and made it into some of the homes around the outskirts. Following the streets as directed, she made it to a small, red schoolhouse. As she approached, a loud bell rang, signaling the end of classes for the day. She managed to side-step the oncoming tide of energetic young foals, all of them talking and laughing loudly as they dashed off in all different directions. She smiled at the wonderment and glee of young ponies, many of them earth ponies, as they ran home. A few straggled behind, talking or wandering off in groups, and some of them still chatting with the only full-grown mare amongst them.

A beautiful pony with a magenta coat and pink highlights in her hair, Cheerilee struck an image the first time Fleur saw her. She was constantly smiling, and as she conversed with one school filly or another, they all smiled when they walked away. Clearly, this pony was a good teacher. The foals that talked to her were patient and well-behaved, waiting their turn, and the questions they asked were all respectful. Fleur De Lis waited off to the side, smiling warmly. Somehow, she knew that this was a good idea.

Finally, the last young foal trotted off, a happy bounce to his step as Fleur approached Cheerilee. “Sometimes,” The magenta mare sighed, a serene smile on her face as she watched the youngling trot off. “It’s hard to watch them walk away. I go home, and I can hardly wait for the next day when I get to see them again.”

“You seem to be very happy, teaching here.” Fleur smiled as she came to a stop beside Cheerilee.

“It’s my talent. It’d be silly if I wasn’t happy.” Cheerilee’s smile turned to Fleur now, her face bright as she looked up at the tall unicorn. “What brings you to Ponyville, Ms…?”

“Missus. My name is Fleur.” She offered a hoof, smiling as Cheerilee took it gently. “You’re welcome to call me Fleur. My husband insists I go by my formal name, but it gets tiresome.” She smiled down at Cheerilee as they stepped apart slowly. “I had a few questions about the school… If you don’t mind?”

“Of course not. Would you like to come inside?” Cheerilee asked. When Fleur nodded, the two of them entered the schoolhouse. Fleur smiled as she looked around at the tiny desks, the chalkboard with the day’s lessons still written out, all the various bits of arts and crafts on the walls… The place struck a chord inside of her. She knew if they had an earth pony, this was where they would go to school. It was perfect. “Fleur?” Cheerilee’s gentle voice snapped her attention, directing it instead to the magenta mare by the large desk at the front of the classroom.

“Sorry. Nostalgia. My school wasn’t quite this…”

“Sparse? Tiny? Under-funded?” Cheerilee offered with a smile.

“Rustic.” Fleur smiled. “You see, my husband and I are thinking of having a filly of our own soon. Living in Canterlot, though, we aren’t very pleased with the schools… I’m just looking around to see if there’s somewhere better for a young foal of ours.”

“Oh! Are you… Expecting?” Cheerilee’s question was slightly disarming, making Fleur blink for a second.

“Eer… No, we… Ah… Haven’t tried yet.” A slight blush rose to Fleur’s cheeks as she looked at the ground. Cheerilee’s cheeks showed no evidence, but that could have been thanks to her coat.

“Sorry for asking… You just don’t seem as if you were… With…” Cheerilee muttered. “You’re still so slender. Toned.”

“Eer… Thanks.” Fleur flushed a little deeper at the compliment. She suddenly felt rather conscious, something that normally didn’t happen unless there was a prettier mare in the room. Though, upon second look, Cheerilee certainly had a sort of allure to her… For an earth pony. Her wide flanks were curved, full, and appeared to be strong… Toned. She was shorter than Fleur, but that meant she could fill out a little more. Fleur herself had always been skinny, long legs and a delicate waist… But Cheerilee was full-bodied, and wore it well. The stress of a job in teaching didn’t show on her face, nor did the wide smile she wore now. Cheerilee certainly was attractive. Some questions that had been nagging in the back of Fleur’s mind suddenly came to the fore.

“Forgive me for asking,” Fleur muttered, making eye contact with Cheerilee once more. “But… None of the mares in Canterlot are very suitable for posing such a question to… Have you had a foal yet?”

“Hmm? Oh, no… Not yet, I’m afraid. Haven’t really found anypony special, you know… Not that I don’t want to, it’s just that work comes first. I tell you though, the summers without seeing the young fillies do get lonely… Why, do I look it?”

“Perhaps a little… You have the figure of one who’s known motherhood…” Fleur flushed again, realizing she had just complimented Cheerilee. She couldn’t see the blush, but the way Cheerilee looked at the floor said it all.

“Th-thanks… Were… Were there any more questions about the schools?” She asked.

“N-not really… I think I’ve seen everything I needed to…” Fleur muttered, scanning the room once more. Cheerilee was a phenomenal teacher. She could tell. The town was friendly, and the ponies here were kind. Their child would do well.

“Are you sure?” Cheerilee asked, stepping closer. Fleur could smell a faint whiff of something… It was probably Cheerilee’s perfume… It was nice. She made eye contact with the mare once more. She didn’t step forward, but she didn’t step back, either… Cheerilee looked up at her with a warm smile… A different sort than the kind she had been giving her school fillies…

“Perhaps just one…” Fleur muttered… The blush intensified. Why were her cheeks on fire? More importantly, why was she aroused…? “I don’t think I can make my train… Do you have a place I can stay tonight?”

That settled it. Cheerilee closed the distance with one last step, pressing her lips firmly to Fleur’s. The unicorn’s tail flicked at the new development, her flanks rising as she inhaled a deep breath through her nose. She didn’t return the kiss, but she most definitely didn’t pull away either. Cheerilee groaned for a moment before she ended it, a shaky breath leaving her mouth after all was said and done.

“That was…”

“I’m sorry,” Cheerilee muttered.

“No, don’t apologize.” Fleur panted, her lips curling as she felt her desire well up a little more. “That was… Good… Another?” This time, she moved in, one hoof rising to cup Cheerilee’s muzzle, deepening the kiss all the more. She was surprised when Cheerilee moved in with her tongue, though, the slippery appendage seeking entrance on just the second kiss. The whole situation was quickly sliding out of her control, and Fleur would by lying to herself if she said she didn’t want it to happen. Her mouth opened willingly, inviting the mare inside so their tongues could wrestle for a moment. She lost, of course, Cheerilee’s strength winning out against technique and quickness. Not that she minded at all. She let Cheerilee toy with her tongue, the taste of apples and cinnamon not unpleasant.

Fleur’s groan was involuntarily, but it spurred Cheerilee into action. The white unicorn gasped as Cheerilee stepped forward, pressing her firm body tight, urging her victim back against the wall. Fleur’s rear pressed against the warm wooden paneling, and then her back, her forelegs leaving the ground. Cheerilee reared up, using her hooves to press Fleur fully against the wall.

“What are you-“

“Shh.” Cheerilee groaned, kissing Fleur’s neck gently. “Just let me…” Fleur groaned again, her eyes slowly closing as she felt Cheerilee leave a wet trail of kisses down her front. When the earth pony’s teeth gently scraped over the rough flesh of her teat, she twitched a little, gasping as her marehood oozed a little bit of arousal. Why was she so turned on right now? What was wrong with her? All these thoughts and more were blasted away as Cheerilee’s tongue finally made contact with her marehood.

Sweet relief, like a wave, crashed through her as Cheerilee licked at her crotch. More of her juice flowed forth, helping the feeling of pleasure pulse faster and faster, her legs growing weak underneath the weight of her own body. She quivered and gasped, lost to the skilled ministrations of Cheerilee’s flat, skilled tongue. Everywhere was subject to the teacher’s touch, not a single bit of her marehood neglected. Cheerilee licked everywhere, from the U-shaped curve at the bottom of her opening to the damp fur just above her clitoris. And everywhere inbetween. Just when Fleur was about to give in, though, Cheerilee stopped. Panting, she pulled away, a thin trail of glistening wetness stretching between Fleur’s crotch and Cheerilee’s mouth.

“Wh… Why’d you stop?” Fleur panted, her thighs still quivering.

“Because you’re a unicorn. If I make you cum now, you’ll be done. Gotta make this last.” Cheerilee teased, kissing Fleur’s stomach gently. With a groan, Fleur leaned forward to all four hooves. It was true… She and Fancy Pants never lasted long in bed. But for what they had, it was intense. Cheerilee was a whole new thing… Fleur would have to work hard to please the teacher.

“May I?” She asked, nuzzling Cheerilee’s neck gently.

“By all means.” The magenta earth pony smiled and trotted over to her desk, deftly hopping up onto the worn wooden surface. She planted her rump and spread her legs, revealing her own pale pink slit. Fleur blushed again, slowly walking towards Cheerilee. “Have you ever…?”

“With a mare? Yes… Once or twice. I’m no stranger.” Fleur smiled and leaned in to kiss Cheerilee’s stomach, relishing the warm feel of her fur. Cheerilee’s hoof rose to run through Fleur’s mane, brushing the long strands off of her forehead. The first scent of Cheerilee’s arousal sent a shiver through her body, making her flanks shake visibly. Cheerilee stroked harder, helping to relieve some of the stress. Fleur focused on paying the teacher back, her tongue slowly trailing lower…

“No need to be scared…” Cheerilee cooed, smiling down at Fleur. “I can handle anything you can throw my way.” Her hooves paused for a moment before falling to the desk, her body leaning back. She thrust her hips out, exposing herself completely. Fleur moaned as she pulled back, admiring the sight before diving in…

“Hmmff…”

“Ooh… Yesssss…” Cheerilee’s groan came straight from the throat, making her entire body vibrate softly. Fleur’s tongue put pressure on her opening, teasing the mare, but not quite moving inside… Not just yet… She moaned deeper, sending a quick shock into Cheerilee’s clitoris before pulling back and kissing the entirety of Cheerilee’s marehood. The kiss was enough to make Cheerilee whimper, her stomach twitching slightly. Fleur smiled before setting back in on the mare’s center, licking and flicking all the little bits she could. Cheerilee, true to earth pony style, came fast but wasn’t discouraged. She gasped loudly as her walls clenched Fleur’s tongue, pulsing for a moment as she peaked. When she finished, though, her hooves resumed stroking Fleur’s mane, urging her on with gentle tugs. Fleur smiled and continued licking, focusing almost solely on Cheerilee’s clit.

“Aah!” Cheerilee gasped and came once more, shuddering for a moment before she relaxed. “That’s so good… Keep going.” She panted, pulling Fleur closer. Her muzzle buried inbetween Cheerilee’s thighs, Fleur continued licking, though her tongue was rapidly beginning to tire… Cheerilee’s third orgasm came in short order, but was followed soon after by another insistent pull. She still wanted more. Fleur wanted to oblige, but her tongue was all but tired out. Instead, she pulled back firmly, enough to lower her head…

“Ooh… Are you going to use your horn?” Cheerilee moaned, spreading her legs wide. “Do it… Put it in…” Fleur smiled and obliged, rubbing the rounded tip of her long, slender horn up and down slowly… Coordinating her neck and head was a difficult task, compared to her tongue… But Cheerilee seemed like she could handle the rough motions. Unlike previous lovers, who had been either unicorn or pegasus, Cheerilee was an earth pony. She could handle this.

Fleur’s horn was now almost completely covered in Cheerilee’s arousal. She adjusted so the rounded tip was pressed inbetween Cheerilee’s parted lips, teasing her entrance. Cheerilee wasn’t one for teasing, though… So Fleur skipped right past the pleasantries and slid inside…

“Aahn!” Cheerilee groaned and arched her back, her hips lifting off of the desk an inch or so. Fleur felt the pressure change on her horn, the angle shifting a little. Cheerilee pushed forward, sliding more of her slick center down onto the ivory pole buried inside of her. Fleur had done this successfully only once before, but the motion returned soon enough. She spread her hooves, giving her a larger base, and began rocking back and forth slowly. Cheerilee handled up to half of Fleur’s horn before she couldn’t resist crying out, and even then, it wasn’t from pain. Before long, Fleur was able to bury the entire thing inside Cheerilee, causing the magenta mare to cry out at the top of her lungs.

“I’m cumming! I’m cumming!” Cheerilee began panting, her hooves shaking as Fleur pushed deep into her over and over. Three more deep, hard thrusts, and the teacher was pushed over the edge. “Aaaa-ugh!” She grunted with the force of the last thrust, her hips lifting so firmly that Fleur thought her horn would snap off inside. She pushed her head down, forcing Cheerilee’s rump back onto the desk, holding her there with all the strength in her neck. Fleur was lathered in sweat from exertion, panting and groaning as Cheerilee continued to flex around her horn. Slowly, and only when she was certain the teacher was done, Fleur pulled out.

“Good?” She asked, raising a hoof to run through the juices coating her horn. The ivory surface was slick with release, some of it having dripped down onto her head, matting her mane against her skull. She honestly didn’t mind. Giving back to Cheerilee was completely worth it.

“Very… Very good.” Cheerilee smiled. “Time to return the favor, and give you that orgasm from earlier.”

“Eep!” Cheerilee roughly pulled Fleur up onto the desk, her strong legs maneuvering the larger white unicorn without any resistance. Fleur was lifted, twisted, and then rolled over so she was on her back, and Cheerilee was straddling her. The teacher’s glistening, pulsing sex hovered just over Fleur’s muzzle, and she felt her legs being slowly forced apart. When she yielded, she was not disappointed. Cheerilee wasted no time in sloppily licking Fleur’s neglected center, sending the pleasure from before crashing through her veins fast and hard. Fleur knew that there was a possibility she could be licking Cheerilee, enjoying that musky, delicious taste she had only recently partaken in… But she couldn’t even lift her head with the muscle-robbing pleasure that Cheerilee was ruthlessly giving her.

Surprisingly enough, Fleur felt somewhat numbed to it… Her vision blurred over and the strength left her muscles, but she didn’t cum… She was held on the cusp of orgasm, filled to the brim with bliss, but unable to climax… Not to say she didn’t enjoy it… In fact, she was drooling with how much her body loved the feelings running through her. But her center wouldn’t go that extra little bit…

“Come on, Fleur… You gotta give to get.” Cheerilee teased. Her hips swayed back and forth, teasing Fleur with the pale pink vagina poised just above her open mouth. Realization came to her in just a moment.

“You… Want me to lick you… Back?”

“I’m not going to make you cum until you do.” Cheerilee teased. To emphasize the point, she gave Fleur’s clitoris another flick, enough to make her arch her back, but not nearly enough to give her an orgasm. She shuddered as she exhaled, feeling her muscles twitch once more.

“F-fine… Haah…” She willed herself to lift her head, whimpering as her sore tongue pressed against Cheerilee’s hovering core. As soon as she did, Cheerilee lowered her own head, slowly licking Fleur’s wet marehood from bottom to top again… The pleasure returned in force, making her twitch and gasp. Inbetween hot breaths, she managed to press her tongue into Cheerilee once again, moaning to make the magenta mare’s clitoris vibrate. Cheerilee was twice as energetic as Fleur, which was understandable given that the white unicorn’s jaw was beginning to cramp. She fought through the nagging pains, though, eager to keep Cheerilee pleased enough that she could peak herself…

She was finally rewarded when Cheerilee’s teeth flicked her clitoris several times, driving her well over the edge. She gasped loudly, her head thumping into the desk as she emitted a thin stream of clear liquid. Obviously afraid to let it get all over the classroom, Cheerilee drank every drop, groaning into Fleur’s center as the unicorn spurted and oozed release. When it was finally over, Cheerilee grinned down the length of both their bodies, smiling at Fleur as she panted.

“Good?” She asked, slowly swinging her leg out. Fleur managed a weak nod, her chest still rising and falling as she fought to regain her breath.

“V… Very good…” She moaned, raising a hoof to wipe sweat off of her forehead.

“You definitely missed your train by now.” Cheerilee mumbled, hopping down off of the desk. “You’re welcome to stay with me tonight. I promise I won’t wear you down that much.” The seductive wink Cheerilee gave her was enough to spur Fleur into action. She rolled off of the desk and followed the teacher out of the schoolhouse…

Fleur spotted him the moment the train crested the last hill between Ponyville and Canterlot. The ride home had been anxious and much longer than she remembered it being.

“Darling! How was your trip?” Fancy Pants was waiting for her on the platform, a bouquet of roses in his magic as she approached. Smooth as she could, Fleur reached out and gripped his tie in her teeth, tugging it and him along as she left the train platform. “Gack- hey! Fleur, what has gotten into you?” He choked and stumbled along after her, half-dragging, half-led by the assertive unicorn.

“We are going home.” She mumbled into the fabric of his tie. “And you… Ptoo!” She spat his tie out, glaring back at him with a look as fiery and seductive as she had ever given.

“Are giving me a foal. We have a school to send him to.”

--------- Notes from the Author ---------

Sorry for the wait, folks. It’s been some time since I’ve done a request, so I hope this at least partially makes up for the wait. As you probably know, I was entertaining some company this last weekend, and couldn’t write anything. But it’s back to the normal routine now, so you needn’t worry your pretty little heads over anything. I’ll be handling requests as fast as I can, which may be anywhere from three a day to one a week. I write when I can, but I’ve also got three other projects I’m working on. Patience is key. I will write every request I have received, and will continue to do so until I decide to stop accepting them for whatever reason. Even then, I’ll write what I have, and enjoy myself doing it.

This chapter was requested by White Reaver, who originally said something along the lines of “I just want to see what you can do with Cheerilee. I don’t care who you do it with, just do it.” When my prereader saw that request, he suggested Fleur De lis. The idea stuck, and I came up with this. In addition, I wrote this without my glasses (Which I left at home on accident) so if there’s anything that seems off, you can attribute it to eye fatigue. Hope you enjoyed!

Dinner

Spike and Rarity finally get their chance.

Thanks to SPart for the unique and intriguing request!

This chapter will contain non-human pony clop.

Categories: Spike, Rarity, Sweetie Belle, Wifeswap, Swingers, Threesome

Warnings: A little bit of sister on sister.

“Dinner”

~-~-~-~

“Belle? You almost ready?” Spike asked, ducking through the doorway.

“Almost, Spike… Just gotta get this damned curl to set… Aah, there we go.” She teased the last strand of hair into place, turning to smile at her husband. “Do I look okay?” She certainly did. If they didn’t have somewhere to be, Spike would have taken her on the spot.

“You look divine, love.” Spike smiled, leaning in to kiss his wife on the cheek. She blushed and nuzzled his scaly neck affectionately. In light of their delay, though, they couldn’t afford to get into anything more. He spared a quick swat at her flank as they left the bathroom, getting a teasing smile and a playful yelp in return. They left their home, walking quickly towards Rarity’s boutique.

Spike and Sweetie Belle had married a few short years ago, not too long after Sweetie Belle had finally moved out of Rarity’s house. They had, of course, been fooling around for much longer than that, but as they both matured, feelings began to develop. Within Ponyville, their wedding was a happy occasion, cause for celebration and merrymaking… But elsewhere, scholars and officials disagreed with a unicorn marrying a dragon. They called it ‘uncouth’ and ‘against nature.’ Not that they understood how the two of them felt towards one another…

It had actually been quite the fiasco, getting the marriage sanctioned by the government. Mayor Mare was all for it, having lived half of the two parties lives in the same town that they grew up in, but the officials wouldn’t hear of it. They even went so far as to arrest Spike to prevent the wedding from happening. Thanks to a timely intervention by Celestia, however, the whole thing had been looked past, legalized, and even attended by some of the officials who had originally denied them. The catch being they had to stay in Ponyville. Other towns or cities would most definitely have ostracized them, and they wouldn’t be happy.

They honestly didn’t mind at all. They were with friends and family, able to live with the same community that had fought for them to be together. The other crusaders visited often, Twilight and Spike were still as close as ever, and they were free to pursue their love as openly as ever. Spike smiled down at the ring settled on Sweetie Belle’s horn, his claws spinning his own simple band around slowly… The rings served as a reminder of the pain they had endured to be together… He loved her with all his heart. His wonderful, talented, loving wife.

Sweetie Belle had discovered her talent in singing not long into middle school. Together with a local DJ, the two of them made music, and were rather well-known throughout Equestria. They lived comfortably in a small home, and had plenty of free time to just enjoy life. It was during the downtime inbetween recording albums that they had agreed to meet Rarity for a home-cooked dinner. Sadly, singing did not correlate well with cooking, and Spike had rapidly out-grown the small kitchen. They ordered out most nights. The prospect of enjoying a hearty meal cooked by none other than Rarity was both promising and appetizing.

“I can’t believe we’re late.” Sweetie Belle muttered, shuddering a little thanks to the late-autumn cold. Spike absently laid a claw on her back as they walked, hardly having to bend his elbow ninety degrees. Sweetie Belle had grown tall, but not nearly as tall as Spike. He easily towered over the heads of every other pony, and had to stoop quite a bit to fit through some doorways. Thankfully, he could still stand upright in many homes, but it seemed even that would soon escape him.

He was tall, but very lean. His muscles were beginning to grow in, but not at a gross rate. Unlike others of his kind, he did not have wings, and his spines had remained rounded for the most part. Only a few near the end of his long tail had grown into spikes at all. His fire still remained green, with sprinkles of magic interspersed, and could relay messages to and from Celestia and other prominent members of Equestrian royalty. Luna and Cadance, primarily, though after he moved out of Twilight’s home, those messages hardly came and went at all.

“It happens. Rarity will forgive us.” Spike smiled down at Sweetie Belle, though the two of them picked up their pace a little. When they finally pushed through the door to the boutique, Rarity trotted around the corner with a wide smile on her face.

“Darling! So glad you could make it. I feared you wouldn’t be coming, I was prepared to visit your place!” She threw her hooves around Sweetie Belle’s neck, laughing together.

“Sorry, sis… We got a little carried away with… Aah…”

“Say no more, darling.” Rarity pulled away, going to Spike next. “Always a pleasure, dear. How are you?”

“To be honest?” Spike hugged Rarity with a smile of his own. “Bored. Both of us are. Thanks for inviting us over.”

“Anytime, dearie! Anytime!” Rarity’s smile beamed up at him as she pulled away. “I took the liberty of holding off until you arrived, but I do have a salad prepared to munch on if you’re hungry.” The growling from Sweetie Belle’s stomach made all three of them blush a little. “Aah. Right this way.” Rarity smiled and led them into the kitchen/dining room, sweeping a hoof out over the simple spread. “Help yourselves. Spike, I know you enjoy gems, so I’m happy to let you eat from my stock. Don’t worry, I’ve more than enough to get me through the next few years at least.” She nudged a bowl filled to the brim with sapphires and rubies, amethyst and emerald. Spike’s mouth watered, but he knew better.

“Thanks, Rarity. But I ate before I came over here.” Of course, ‘ate’ could be used in more than one fashion.

“Oh? Dietary consideration from a dragon. That’s new.” Rarity teased, nudging him with her hip before trotting over to the oven. “Well, if you feel the need to snack, help yourself.” She smiled over her shoulder before setting in on dinner. Sweetie Belle excused herself and dug into the salad, eating her fill of the fresh, crunchy greens. Rarity didn’t take long to prepare a delicious-looking pasta, and over wine and istallion, they all chatted.

The topic of conversation moved from fashion and the boutique to Sweetie Belle’s latest music, on to local politics and even the fiasco a few years back involving the dragon and the younger unicorn. Rarity’s business was flourishing lately, and she had even hired a few other helpers. One such stallion was absent from the dinner, when Spike thought it would have been all but natural for him to attend. In fact, the absence of Rarity’s love interest was both intriguing and socially awkward to discuss… Spike was pondering a polite way to mention the pegasus’ absence, when Sweetie Belle managed to steer the conversation around to the same question he had been meaning to ask.

“Where’s Cross Stitch? Is he managing another showing in Canterlot?” She leaned over and asked quietly. Rarity seemed to have been expecting the question, as the expression on her face was both wistful and slightly melancholy.

“Alas… Pegasi are not known to stay in one place for long… Either physically or emotionally, it seems…”

“Oh no…” Spike groaned, leaning in a little more. “What happened?”

“Aah… Well, I… Ahem… Caught him.” She sighed, suddenly very interested in the tablecloth. “With another mare…”

“Oh my goodness, he cheated?!” Sweetie Belle blurted, sitting up straighter in her chair. “That’s horrible! With who?”

“Surprisingly enough, with Roseluck… The two of them met with that tacky little green ensemble I had received on commission, and had been fooling around behind my back over the course of it’s development… The bastard had the nerve to do her right on my knitting chair, too! Ooh, the nerve.” Rarity was flustered now, her flanks quivering as she grit her teeth.

“What’d you do, then?” Spike asked. “I mean, I hope you kicked his skinny little tail.”

“Picked him and her up, tossed them right out onto the street. He hadn’t even sheathed, and she was still spread wide. I let the whole town see them together.” Rarity flipped her hair over her shoulder, straightening her back. “I’m surprised you didn’t hear about it. The police promptly arrested them both for indecent exposure. The whole legal fiasco lasted up until just yesterday… My, I’m surprised you two hadn’t heard about it!”

“As am I…” Sweetie Belle muttered. “I’m sorry to hear about him, though… I thought you two would be destined to be together… You know, given his talent…”

“Oh, nothing to worry about… He’ll be stitching saddlebags for Cloudsdale’s weather team for a while now… And I burned Roseluck’s dress before her very eyes. I haven’t seen her since last week.” Rarity sighed, staring at the tablecloth once more. “Truth be told, though, the whole thing has been far more stress and anxiety than he’s even worth… One month of being tied up with the court and civil disputes, why, I’ve hardly even had the time to-“ She stopped then, her gaze flickering up to both of them, her cheeks flushed a bright red. “Sorry. ‘Tis improper for a lady to speak of such things.” She muttered.

“Speak of what?” Spike asked, arching an eyebrow. “Rarity, you know you can talk to us… I mean, I am your brother-in-law…” He leaned across the table, resting a claw on her hoof. Sweetie Belle’s expression was the same of concern and worry.

“I know, Spike… I suppose there’s no harm in it… I mean, you two know enough about it by now…” She sighed and raised her head. “For one whole month, I… Well, I haven’t…” She struggled with the next word, her mouth opening and closing several times.

“Get on with it,” Sweetie Belle groaned, rolling her eyes. “No need to be shy about it.” Rarity huffed as if she were annoyed with being pushed into action, but closed her mouth and blushed deeper.

“I haven’t… Released.” Spike and Sweetie Belle both blinked for a few moments.

“What, you mean… You haven’t had sex?”

“Spike!”

“Oof! What?!” He grunted as Sweetie Belle jabbed his side. Rarity became transfixed with the tablecloth yet again, her cheeks so red that Spike thought they’d burst into fire before long.

“To but it bluntly, yes…” She sighed. Sweetie Belle shot him a glare that said ‘we need to work on your manners, mister’ before turning her attention back to her sister. “With court and work and everything all piling up at once, I haven’t been able to find anypony else to help with… You know. Goodness, I haven’t even given myself the time to handle the situation myself. Seeing you two just reminded me that it’s been a whole month since I… Had sex…”

“Hmm…” Sweetie Belle mumbled, her hoof rising to cup her chin.

“Belle?” Spike asked. “I know that look… What are you thinking?” He leaned away from her, wondering what his wife had in mind. The ring on her horn glittered as she looked up, her lips spread in a devious grin.

“No-thiiiing…” She tried to sound innocent. Spike knew that smile to be anything but.

“Don’t tell me you’re-“

“What? If she doesn’t mind, then I certainly don’t… Heck, it could be fun!”

“Belle, we’re married.” Spike groaned, rolling his eyes.

“Exactly. You love me. Fucking my sister isn’t going to change that at all.” She slipped off of her chair, grinning still.

“Sweetie Belle! That is no way for a lady to talk!”

“Oh, come off it, Rarity.” Sweetie Belle rolled her eyes. “I’ve heard you use more improper words than that. These walls aren’t as thick as you might think they are.”

“Y-you heard me with other stallions?!”

“I’m surprised the neighbors didn’t hear you.” Belle huffed, smiling at Rarity’s reaction. “You really ought to bite the pillow more often. It keeps you from screaming too loud.”

“I-I… Whaaa-“

“Trust me, Rarity.” Spike groaned. “When she gets like this, there’s not stopping her…” He sighed and let his gaze settle on Rarity once more. She was flustered, her cheeks flushed, her mouth hanging open. Spike had always had a crush of sorts on Rarity. He had always written it off as a young dragon’s yearning, but the feeling of infatuation had persisted. He loved Sweetie Belle, that much was for certain, but he was still attracted to Rarity… In fact, the night Sweetie Belle had dyed her mane the same color as her sister’s was one of the most sexually prominent memories in Spike’s mind.

“But… But, I-… What if-“

“Oh, come ON!” Sweetie Belle groaned. “Follow me. Both of you.” She clomped away angrily, leaving the dining room and heading for the nearby staircase. Hesitantly, a very shy Rarity and an awkward-feeling Spike followed. Sweetie Belle led them upstairs, pushing her way into Rarity’s bedroom smoothly.

“H-hey…” Rarity protested, but a magical shove from Sweetie Belle urged her into the room in short order. Spike followed after, sighing to himself. Rarity stammered as Sweetie Belle picked up a nearby chair and floated it towards the foot of Rarity’s massive, four-poster bed.

“Look, Sweetie Belle, I know you mean well, but you can’t just barge in here and-“

“Rarity, shut the fuck up.” Sweetie Belle groaned, exasperated as she hopped up into the chair. Rarity stuttered, but shut her mouth, staring incredulously at Sweetie Belle. “Spike’s wanted to have you for a long time. You know that, right?” She asked, slowly settling down.

“Eer…”

“I thought it was kinda shitty that you’d never give him what he wanted.” She continued, smiling coyly.

“But, he was always like a little brother to me!” Rarity protested. “I couldn’t think of him like that! Not ever! A-and, even when he started to grow older, he fell in love with you… How could I intrude on that?”

“It’s just unlike you, is all…” Sweetie Belle teased. “Usually when a stallion fawns over you, he’s in your bed before you can even finish hemming his suit pants.”

“Now, Sweetie Belle, that’s hardly-“

“Rarity, what part of shut the fuck up is so difficult to understand?” Sweetie Belle groaned, rolling her eyes again. Rarity shut her mouth, but she looked cross. “You just told me and my husband that you haven’t had sex in a month. To me, and my twisted little brain, that means you want to get off. Well, Spike most certainly has the equipment to deliver, and you’ve got a need that requires some fulfilling.” She waved a hoof as she spoke, connecting dots in midair. “So, that tells me, you want to fuck Spike. Either that, or you want me. I’m not into mares, but I’d be willing to give it a shot-“

“No. Thank you.” Rarity cut her off. Sweetie Belle grinned and settled down into the chair a little more, her hooves tucked up underneath her.

“Well? Either you want it or you don’t. I know Spike does. And hon, I honestly don’t mind. I kinda wanna watch you fuck my sister.”

“Belle, that’s… Wow…” Spike rubbed a hand along his spines, feeling extremely awkward. Here was his wife telling him to take his childhood crush, and said crush appeared to be seriously contemplating it… In fact, when she looked back at him, he could see many fiery emotions in her eyes.

“So do it. Right now.” Sweetie Belle rolled her hoof at the two of them. “And yes, I will be watching. I have to make sure my man doesn’t do a better job on my sister than he did on me earlier today.” The previous lovemaking session had been cut short by the need to be decent for the dinner date, but that only meant Spike was worked up and ready to blow. The desire began to rise slowly, his blood pumping to fill his member slowly. The pink flesh emerged from his sheath, slowly rising.

“Aah…” Rarity moaned as she spotted the exposed dragon cock, and Sweetie Belle grinned.

“Look at that.” She teased. “He’s even ready for you. Go on, Rarity… Why don’t you give it a lick?”

“I…”

“No excuses. Look at him, Rarity… He’s getting hard just thinking about it.”

“Spike, please… This is hard enough without you waving that… That…” She trailed off, her eyes fixated on the pulsing shaft of dragon flesh.

“That beautiful, juicy, dragon cock just waiting for you?” Sweetie Belle cooed from her chair. “Come on, Rarity. Go give it a lick. Look at him, he’s just dying to give you a taste…” Rarity’s mouth worked open and closed a few times, obviously trying to gather the courage to approach Spike. Awkwardly, he stood there, his erection bared to the room, two white unicorns looking at his predicament. Both of them with equal amounts of desire in their eyes. He watched, transfixed, as Rarity slowly approached him…

“This means nothing.” She affirmed, managing to tear her gaze away from his twitching member. She looked him in the eyes, her own filled with desire, pleading and pent-up desire. “Just one friend helping another, as far as I’m concerned.”

“Right. Nothing funny about it.” Spike confirmed, raising his claws in defense. “Just… You know… Help me out, and I’ll help you…”

“Okay… So, then… We… We don’t have to hold back?” Sweetie Belle snickered at Rarity’s hesitant question. She got a glare from Rarity, but Spike was busy staring incredulously at the white unicorn before him.

“Wh… What do you mean, ‘don’t hold back?’” He panted.

“I mean…” She swung her gaze back around to him, this time her eyes alight with passion and lust. “We don’t have to hold back. As in, anything goes.”

“L-like…”

“Like I wanna see you pull her mane when you shove it in.” Sweetie Belle chimed in. “Smack her flank and call her a dirty little whore. Flip her over and make her choke on that delicious cock while you shove your tongue into her.”

Rarity’s indifferent shrug said it all. Spike gulped, though his heart was hammering faster than anything.

“Right then…” He muttered, flexing his muscle to make the tip of his cock jump. “What are we waiting for?” Rarity grinned at him for a moment before leaning forward. Her first hot breath washed over the pink flesh, making Spike groan. She slowly pushed her tongue against it, making the whole thing move back an inch or so, before slowly and very deliberately dragging her tongue all the way up it.

“Aah… She’s a pro, I can tell…” Sweetie Belle moaned. Spike glanced up from one provocative display to another. His wife was now spread open, one leg draped over the back of the chair, her hoof slowly grinding a circle against her exposed center. “What?” She teased, quickly licking her own juice from her hoof before returning. “I might as well enjoy myself, right?”

“Belle, if you’re gonna commentate-“

“Let her.” Rarity panted. “It… It’s helping… No holding back, right?” She smoothly returned to her eager licking, this time going from the base of his member all the way to the twitching tip. Her saliva glimmered on the pink, sensitive flesh, making Spike shudder. His legs nearly gave way, but he managed to stay standing… At least, until Rarity pushed him in.

“Aah!” He gasped, leaning back against the wall. His claws fell to her mane, pushing through the magnificent purple strands as she pushed her mouth further down onto his cock.

“That’s the way, Rarity…” Sweetie Belle groaned. “Cup his balls… He really likes that…” Obligingly, Rarity raised her hoof up to gingerly cup Spike’s swollen testicles, making the poor dragon shudder some more. His breath left his lungs in pants, and Rarity smiled even with her mouth full of him. She slowly pushed her head further, and she even resisted the gag when his head hit the back of her throat.

“Oooohh… That feels incredible…” Spike’s eyelids flickered as Rarity pulled back, sucking to add pressure to his massive erection. Sweetie Belle’s groan matched his own, and Rarity moaned as well. Together, the three of them shuddered. Rarity moved back down once more, her lips gliding along his shaft with ease, thanks to the thin layer of saliva she trailed with it. She repeated the motion once, twice… Again… And again… Spike was soon drooling as Rarity’s head bobbed back and forth as fast as she could manage, gagging now and then, but still moving him in and out.

“Haah… Rarity, stop, I’m gonna cum… Please…” She released his cock with a spray of saliva, panting and grinning in equal measure.

“Can you get it back up if you cum?” She gasped, pursing her lips to kiss his twitching head.

“Yes he can. He can and he will.” Sweetie Belle quipped, her hoof now firmly grinding against herself.

“Y-yeah…”

“Then cum in my mouth, Spike.”

“Bad idea, Rarity.” Sweetie Belle groaned.

“I don’t care. Do it.” She pushed him back inside, her head moving just as fast as it had when she pulled away. Spike grunted as she pushed him deeper than ever, her lips striving to wrap around the very base of his cock. She couldn’t quite reach it, but he would have given her an A for effort…

“Rarity, seriously,” He grunted. “It’s gonna burn if you swallow…”

“Hmm?” She paused and glanced up at him, her lips pursed about two thirds down his length.

“When I cum… It’s hot.” He panted, flexing to try and fight back the tide. “Like… Swallowing scalding water… It cools quick enough on your coat, but… Not inside. Sweetie learned that the hard way… Remember the week she couldn’t talk or sing…?” Rarity’s expression was drawn with concentration, but suddenly grew panicked. She pulled back, releasing him once more.

“Gah! Then do it outside!”

“On her face.” Sweetie Belle grunted. Spike couldn’t hold back. He flexed twice more, his member jumping as the pleasure suddenly erupted. Gasping and twitching, Spike shot seven thick strands of creamy cum onto Rarity’s face and mane, the white ropes of release steaming slightly. Rarity gasped at the initial impact, shuddering from the pain of the heat… But mere seconds after it left his cock, it cooled enough to just be warm. Rarity sagged slightly under the assault, her open mouth panting as she licked at one strand of cum.

“Hmm… It doesn’t taste bad… Like a pepper…” She groaned. “Spicy… I like it…” She looked incredible. The way Spike’s cum landed in thick ropes across her face, painted in her mane, it was so arousing… She leaned forward and kept licking at him, her tongue spreading saliva and her own hot breath over the expanse of pink, pulsing skin. Spike felt blood leave the area nevertheless, though he knew he’d be back soon.

“My turn.” He teased. Rarity squeaked as he picked her up smoothly, his claws closing around her slender flanks. She was unceremoniously lifted onto her bed, dropped on her back, her cum-flecked mane splayed out underneath her.

“Assertive. Give it to her, big guy.” Sweetie Belle groaned, adjusting so she could watch. Spike spread Rarity’s creamy-white thighs smoothly, leaning in to sniff at her marehood. Her arousal was already apparent, but thin… She must have bathed before they arrived. She was clean, wet, and ready. Her lips were flared, glistening with arousal, just begging to be tasted… Spike couldn’t resist. He dove in, his long, forked tongue immediately spreading Rarity apart, pushing deep inside of her… The benefit of making love to a dragon… Cunnilingus was unlike anything else. Rarity gasped as Spike slid deep inside of her, his muscular appendage pressing to parts of her that were very seldom touched, if at all. She gasped out loud, whimpering as he pushed all the way in… As deep as her cervix.

“S-spike!” She gasped, arching up. “T-too much! I’m going to- AHN!” Hips arching up from the bed, Rarity let loose her first orgasm, shuddering and panting as she came. Spike pulled his tongue out, savoring the taste of her juices. She was a slobbering mess, dripping saliva and release equally.

“First time’s rough, huhn?” Sweetie Belle teased. “We measured his tongue one time… Two and a half feet. He can hit any spot inside of you…” She leaned in over the edge of the bed, her lips close to Rarity’s ear. “Any. Little. Spot.”

“F… Fuck me…” Rarity panted, her stomach twitching as she lay on the bed.

“He’ll get around to that. Trust me.” Sweetie Belle teased. “Just… Try it one more time?”

“Oh, darling.” Rarity finally recovered, smiling as she sat up. “I can cum a dozen times before I’m finished… I think one or two more from Spike’s tongue isn’t going to slow me down.” She lay back down, gazing up at Spike with that same sultry, lusty expression…

“Do it, hon… Show her what she’s missing.” Sweetie Belle abandoned the chair, and instead dragged herself onto the massive bed. There was plenty of room for her to stretch out, her legs splayed wide to display her glistening marehood, even while Spike dove in on Rarity once again.

“AAHN!” Rarity cried out immediately as Spike pushed into her, doubling his tongue back up on itself to press against her g-spot. She lifted her hips, twisting his tongue around even more, adding to the sensation… Spike felt his arousal grow once more, telling him that soon enough, he was going to be hard again. One more orgasm from Rarity and he’d be ready. “SPIKE!” Rarity cried. He was twisting his tongue about inside of her, bending it in three or four different places. Being licked by Spike was a unique, and admittedly intense experience. Rarity’s hips bucked as she rode his tongue, panting and gasping all the while. “Spike, I’m cumm-mm-mmING! AUGH!”

“Me too! Harder, Spike! Make her cum!”

“Hnng!”

Sweetie Belle and Rarity came simultaneously, and both of them squirted. Sweetie Belle’s release spattered directly onto Rarity’s chest, even while Spike hungrily drank every drop from Rarity’s pulsing cunt. Panting heavily, Rarity rolled her head to the side, scowling at her little sister.

“Did you… Just cum on me…?” She whimpered, shuddering as Spike withdrew his tongue from inside of her.

“C-couldn’t… Ngh… Hold back…” Sweetie Belle moaned, twitching as she lifted her head to smile down at Rarity. “’Sides… No holding back, right?”

“Yes, but… With Spike, not with my sister!” She rolled up onto her side, glaring down at Sweetie Belle angrily. “I’ve half a mind to kick you out right now!”

“Oh, relax, Rarity…” Sweetie Belle groaned, letting her head fall back to the sheets. “You act like it’s the first time you’ve EVER been around another mare when she came.”

“Exc-USE me!” Rarity flustered. “I’ve NEVER entertained another m-“

“Berry Punch. Applejack. That one pegasus with Photo Finish.”

“Wh- What, I… I thought you were out?!”

“Came home for one reason or another… And then promptly left.” Sweetie Belle teased. “Face it, sis. You’re bi.”

“Sh… Shut up…” Rarity mumbled, suddenly sagging. She appeared defeated, but only for a moment. Her eyes flashed dangerously as she glared down at Sweetie Belle. “Well fine, then. Since you’re so keen on cumming on your sister, you can clean it up.”

“What are you- MFF!” Rarity smoothly straddled Sweetie Belle, driving her stomach downwards until the soft, silky-smooth hairs of her coat were forced into her sister’s mouth. Sweetie Belle tensed for a moment, her muffled words unintelligible. But she readily acquiesced, and judging by the way Rarity groaned, with much more vigor than usual. Spike's arousal slowly rose up, making him groan as the first tendrils of pleasure wafted through him. The memory of Rarity's recent blowjob and the lingering taste on his tongue were enough to draw the dragon up onto the bed along with the two mares. Rarity glanced back as she felt the depression in the bed, and upon seeing Spike slowly crawling towards them with an exposed, throbbing member, smiled.

"Hmm... You're ready again?" She teased, swaying her hips. Her glistening lips were still flared, and as Spike watched, she dripped arousal onto Sweetie Belle's coat. His wife groaned into Rarity's coat, squirming her hips. The way her hooves were pinned, she was unable to do a thing to please herself, or ease the ache that was undeniably pulsing through her core. Spike leaned in, knowing he had an entire night to enjoy either of them. Slowly, his tongue slid into his own wife, groaning at the familiar taste and feel. She was not unlike her sister, surprisingly enough. Rarity was perhaps a little bit larger on the inside, being the more well-grown pony, but still every bit as wet and warm...

"Ooh!" Rarity jumped a moment. "She bit me... Haahh..." Spike smiled and slid his long, serpentine tongue deeper, touching all the spots inside Sweetie Belle he knew so well by now. "Aah! Ow!" He pulsed his tongue in and out, then around in a circle. This time, Rarity's shuddering breath made his dick throb. "Haah!" She gasped again, rising up on all four hooves. "E-enough, Sweetie Belle... If you're going to bite that hard, then- eep!"

"Give it to 'er." Sweetie Belle panted underneath her sister. Spike had smoothly transitioned, his tongue slipping inside of Rarity next. The elder sister groaned as Spike teased her, not keen on making her cum. He easily could have, but he just wanted to put the brakes on her assertiveness. He was in charge of this little session. Sweetie Belle knew it. He knew it. No one was going to stop him. Groaning softly, he pushed his tongue in and out for a few, making sure to give Rarity's tight pucker a few saliva-coated licks.

"Hmm! N-not there, S-spike!" She panted. "I can... I can handle your average stallion back th-there, but... N-not you..." She panted, shuddering underneath him. Spike's claws lowered to Sweetie Belle's dripping core, sliding one of the smooth, hard tips inside of her. She gasped and flexed in return. Spike was pleasuring two mares now, his sister-in-law and his wife. His throbbing member demanded attention, so his free claw fell to idly stroke the massive shaft, groaning into Rarity's core as he scratched the itch, so to speak.

"Give it to her, Spike." Sweetie Belle panted. Spike was in charge, but he followed Sweetie Belle's instructions. Especially when they were so close to his own desire. Rarity gulped audibly as Spike pulled her backwards, his tongue leaving her dripping marehood with a spray of saliva.

"Hmm... Are you ready, Rarity?" He teased, pulling her back until she was spread out against his head. She gave a soft nod, her teeth clenched firmly. Slowly, he pushed his hips forward, spreading her tight, dripping center apart. She gasped, inhaling deeply as he moved in...

"S-spike..." Rarity panted, her entire body tense beneath him. He moved his claws up and down her sides, massaging the tense unicorn, relieving some of the stress.

"Takes time to get used to... The first time with Spike, I felt like I was going to die..." Sweetie Belle moaned. Her hooves slowly raised, massaging Rarity's shoulders, helping to keep her relaxed. "Relax. Let him do the work. Just take it in, sis..."

"Haah... Okay..." Slowly, like inching into a hot bath, Rarity relaxed... Spike took each inch he could get, moving in until he felt like she could handle no more. Which was actually quite a bit. He still had almost half of his length to go. Not that Sweetie Belle was much better. He groaned and slid out half of what he had put in, giving Rarity's hips a squeeze before sliding back in. "Ahn! Spike!" Rarity gasped, her body shaking. She threw her mane back, letting loose a hot breath at the same time.

"That's the way... Take it, Rarity. Take it all." Sweetie Belle urged, rubbing and massaging. Spike watched one of her hooves slide back down inbetween her legs, tending the aching need left behind by Spike's long tongue. "Haah... All of it... Spike, please, make her cum."

"C-can't..." Spike grunted. "Sh-she's so tight... I think I'm gonna cum soon."

"UGH!" Rarity collapsed at that moment, the sudden movement slipping Spike out as she collapsed on top of Sweetie Belle. "Haah... Haah..." Her heavy panting washed over Sweetie Belle's stomach, and looking down, Spike could see her wet hole oozing more clear liquid. She had came again.

"Fuck... How close are you, Spike?" Sweetie Belle asked, pinned beneath Rarity.

"Real close." He panted. He was scared to even touch it. The way he was oozing pre cum, he could easily have cum any second.

"Do it. All over her back." Sweetie Belle still ground her hoof, despite the way her foreleg was pinned. Spike moaned as his claw wrapped around his twitching member, sending him beyond the point of no return. He knew, with as pent-up and fatigued as he was already, this would be his last.

"Haah... Babe, I'm gonna cum..." He groaned one last warning. Right as Rarity looked back at him, the first thick rope of cum shot out, catching her on the cheek. She barely even flinched, but instead just panted and groaned for each new strand that landed on her. Sweetie Belle caught the fallout, saving the sheets. Spike painted both of them with a huge load, his testicles emptying themselves on the two white mares beneath him. When all was said and done, he released his cock, moaning in the aftermath of post-orgasmic bliss.

"M-my..." Rarity moaned. "It's awfully warm..." She wiped at the strand on her cheek. "And sticky... Hmm..." She licked herself clean, moaning as she laid her head down. She appeared to not even care that she had Sweetie Belle pinned beneath her. Sweetie Belle didn't mind, it seemed... She slowly closed her eyes, her breathing slowing down.

"Are we... Staying the night, then...?" Spike moaned, his claw shaking as he sagged slightly.

"If... If you want..." Rarity's eyes closed, her form curling up atop Sweetie Belle a little. Spike stretched out next to them both, draping an arm over the prone mares. With a heavy breath, he closed his eyes, feeling completely tapped.

And, for one reason or another, very happy.

----------- Notes from the Author -----------

Sorry, folks... I know I could have done so much more with this. It's past my bedtime, and I'm still kind of recovering from the long weekend. More requests to come, since they're pretty much the only thing I have to write over the weekend.

Blog post sometime tomorrow explaining more.

Campfire

Lily (OC) and Twilight get lost in the woods.

Thanks to Zabon95 for the request!

This chapter will contain humanized non-pony clop.

Categories: Human, A Different Kind of Love, Lost, Rain, Twilight, Lily/Liliana, Bondage, BDSM

Warnings: Some light to medium BDSM elements, including rope bondage.

“Campfire”

~-~-~-~

Lily’s eyes glimmered as she stared into the flickering flames, hugging her knees tight to her chest. A rustling nearby nearly made her jump up and scream, but when Twilight emerged from the brush, she relaxed.

“I managed to find some berries… With the supplies we have, we’ll make it through to morning.” She huffed, picking twigs out of her hair and brushing leaves off of her blouse. “I’m sorry, Lily… I really am. I didn’t think I’d be this disoriented in here…”

“It’s fine, Twi.” Lily breathed, resting a hand over her hammering heart. Outside of the ring of light their weak campfire offered, she really couldn’t see much of anything. Twilight showing up out of nowhere had been a shock. The deep shadows in among the trees and the overhanging foliage made it seem like she was in a cave, trapped with no way out. It was going to be a long, scary night… “I wouldn’t expect anyone to keep their head when they’re in here… This place is so… Eerie.” She shuddered as she looked around, trying to discern something in among the darkness.

“Well, at least we have a fire.” Twilight smiled as she deposited her findings next to their packs. At least Twilight had had the presence of mind to bring along provisions… Apparently, the Everfree forest was a poor place for magic. Magesbane mixed in with pollen-producing plants to interfere with even the most powerful of spells. Twilight’s magic was sporadic and difficult to work at best, and non-existent at the worst. She had countered that by bringing supplies, such as fire making tools, food, even shelter. Somewhere among their two bulky packs were enough canvas, tarp, and rope to erect a tent of sorts.

“Remind me again,” Lily sat back down by the fire, and was joined shortly by Twilight. “What we’re doing in here?”

“Hmm? Oh, we’re looking for a rare deposit of lapis lazuli. Rumor has it the mineral is imbued with magical properties, making it exceedingly rare and difficult to find. I was hoping we might be able to find it, but our directions were either incorrect or this deposit never existed…” Twilight sighed as she rested back on her palms, both of them looking into the fire. There was a long silence before Lily spoke again.

“You got lost, didn’t you?”

“Terribly.”

“Uh huhn. Do you know the way back?”

“Not a fuckin’ clue.”

“Right. So-“

“So we wait until dawn, and see if the sun can’t tell us which way Ponyville is.”

“And if that doesn’t work?”

“We build shelter and live the rest of our lives completely friggin’ lost.” Lily shuddered at Twilight’s words, but she kept her eyes fixed on the fire. She didn’t want to think about never being able to return to Canterlot… Not to mention, the everfree forest was a de-facto home for changelings. A horde that she no longer belonged to, and was indeed considered to be hostile towards.

“Well…” Lily muttered after another long pause. “At least I’ll spend my life completely friggin’ lost with you.” She glanced at Twilight with a smile, reaching out to take the magi’s hand. Twilight smiled and twined their fingers together, giving her a reassuring squeeze.

“We’ll find our way out eventually… Not to mention Dash is one of the best trackers there is. She’ll find us if we’re gone for too long.” Lily took solace in those words, and also took a moment to scoot closer. Twilight looped an arm over her shoulder, pulling the frightened changeling close. “We’ll be fine, Lily. No need to worry.” She nodded as she leaned into Twilight, curling close against the magi’s side. In an awkward moment, though, her stomach grumbled audibly. She and Twilight flushed a little before pulling apart.

“I’ll go get some water.”

“I think I’ve got some oatmeal in here… Ooh, that’ll go well with the berries.”

“Be right back.”

They reluctantly separated, going different ways. Twilight vanished into the dark once more, carrying a small pot she had brought with her, while Lily rummaged through her pack for the oatmeal. She found it and a fresh supply of bottled water, along with some dried meat and one of the bundles of tarp. It was supposed to cover them, but for now, she laid it out so they wouldn’t have to sit on the dirt any longer.. She busied herself tidying up their camp, humming happily to keep her mind occupied so she didn’t think about what might be lurking around the outside edge of the ring of light. The way the flickering flames made her own shadow dance was eerie enough.

*Ker-CRACK*

“Aah!” Lily screamed at the impossibly loud sound, fumbling with the package of oatmeal. It plopped down into the tarp, rolling away along with the reverberating sound of whatever had just happened. Heart hammering in her ears, Lily’s wide eyes darted to and fro, trying to pinpoint the source of the noise. A bright flash of light filled her senses, her ears ringing with a second resonating blast.

*Kra-THOOOOOMM*

It rumbled off into the distance, leaving behind the echoes of it’s fury. Lily collapsed in a ball, her eyes clenched shut against the ringing in her ears, the pinpricks of light blossoming on the insides of her eyelids. Whimpering, she withstood a third blast, her hands cupped over her ears against the onslaught of audio noise. Laying on the blue tarp, she heard something else, though… Or rather, felt it…

*tip-tip… tap-tip*

She dared to open her eyes once more, and through the blossoms of light still swimming across her vision, saw the tarp being impacted in places. Those places were darker than the others around it, and seemed to glimmer in the firelight. In a moment, Lily realized…

It was raining. The loud noises were thunder and lightning. Suddenly, she felt incredibly foolish and silly. Whimpering, she sat up, feeling the raindrops impact her skin now. Her fears were allayed, but this new development presented a whole new series of problems. How was she going to keep the fire going? How would she stay dry? The tarp! Triumphantly, Lily sprung to her feet and kicked everything on top of the tarp aside. She scrambled about, trying to find all the supplies they had brought. Soon enough, she located three lengths of canvas, the collapsing rods, and all the rope they needed.

“Lily!” Twilight called out as she emerged from the forest, stumbling a little. “Oh thank goodness, you’re starting… Toss me some rope!” Lily was thankful that Twilight had returned. Together, the two of them worked at setting up their impromptu camp, even as the deluge intensified.

“Ready?” Lily asked, shoving one pole into it’s place in the canvas and attaching the hooked end of her rope.

“On three! One, two, three!” She and Twilight hoisted the rope hard, erecting two corners, then shoving the poles into the ground. Twilight tossed Lily a stake and a hammer, and between the two of them, they had the tent halfway up. Scrambling to the opposite corner, they repeated the process, then shoved the longest and sturdiest pole up in the middle. Panting, dripping wet, their clothes completely soaked through, the two women shivered under the shelter, nervous smiles on their faces.

“We did it.” Lily whimpered, her entire body trembling in the cold.

“That came from nowhere.” Twilight was shuddering as well, hugging herself even as her blouse clung to her skin. “Are you alright?”

“I’m c-cold…” Lily shuddered, trying to rub her damp arms to return feeling to the numb skin.

“Take your clothes off.” Twilight’s shaking hands fumbled with the buttons of her own blouse.

“Wh-what?” Lily stared at her as the magi pulled her blouse open, revealing a wet bra and her own flat core. In the light of the nearby fire, her skin glistened with the cold water.

“The c-clothes will leech the heat f-from you b-body… Take them off so they can d-dry.”

“F-fuck.” Lily cursed as she pulled her own shirt off over her head. The cool air brushed over her exposed midriff, making her shiver more. But being free of the damp fabric was a relief in it’s own right… Twilight took a moment to string up a clothesline across the tent, tossing her shirt and then her pants over it. Lily added more wood to the fire, and soon the blaze was hot enough to make steam rise off of their clothes.

“All of it.” Twilight plopped down on the tarp they had spread out, working at removing her boots. Lily paused, watching her struggle with the wet leather for a moment.

“All of it?”

“Every last stitch. Come on, Lily. Not the first time we’ve seen each other naked.” Twilight winked at her as she stripped one boot and her sock off, working on the other. Grumbling a little, Lily slipped out of her soaked shoes and socks, her cold hands fumbling with the clasp of her bra.

“Could have been under better circumstances…” She sighed, shrugging out of the clingy straps. Twilight’s eyes slid over her exposed chest, making the changeling blush a little. Not that her eyes weren’t wandering either…

“Panties too.” Twilight stood once her feet were bare, working at her own bra.

“You first.” Lily shot back, hugging her arms across her exposed breasts. Twilight pulled her bra off at last, tossing it over an empty section of the makeshift clothesline.

“Same time?” She asked, hooking her fingers through the hem of her underwear.

“Fine. One.”

“Two.”

“Three!” Simultaneously, both women slipped their panties down, stepping out of the skimpy, soaked fabric.

“Ooh, shaved-“

“Shut up!” Lily slapped Twilight’s shoulder playfully, both of them laughing as they hung up the last bit of clothing. Now they had nothing to wear whatsoever. They stood on opposite sides of the fire, trying very hard to soak up the heat of the dancing flames.

“Do we have any more firewood?” Lily asked.

“What we have is wet… If we lay it out next to the fire, though, it’ll dry out enough.”

“Ick…” Lily lifted one such piece of wood, feeling the wet, rough texture against her hands. The bark slid off, sticking to her skin, making her feel more dirty than she already was. She and Twilight kept working, stacking wood in a circle around the fire, letting it dry out so they could burn it later. Once that was done, she held her hands away from her body, grimacing at the wet sap and bark on her skin.

“Over here.” Twilight directed her to the edge of their shelter, where the rainwater had concentrated into a thick stream that fell at a constant rate. Together, they washed their hands, rubbing and scrubbing under the numbing stream.

“Oh, Twi. Your hair.” Lily plucked one strand away from Twilight’s head, frowning at the clump of twigs that had tangled the otherwise-magnificent lock. “Here, let me wash it out…”

“Ooh, this is gonna suck.” Twilight plunged her head into the makeshift shower, while Lily worked her numb fingers through the tangled mess. Twilight was soon shivering once more, but her hair was once again free of any additives, and when she flung it back over her head, it hung straight down her back, clinging to the bare skin. Lily rather liked the look, the way the dark strands would curl around, or how they hung straight and long all the way to the top of Twilight’s ass…

“Back to the fire, you.” Lily pulled her along, back to the roaring flames. She wrung Twilight’s hair out, then combed it close to the heat. It was a little frazzled, but it didn’t cling to her, robbing her of more heat.

“Thank you.” Twilight grumbled, running her hands through her own hair now.

“Don’t mention it.” Lily pressed close to Twilight’s side, her eyes looking out at the downpour surrounding their small little haven of dryness and warmth. “Ever.”

“Ugh, I’m sorry… I should have asked Dash for the weather reports before we left…”

“Wouldn’t have mattered, would it?” Lily nudged her. “Doesn’t the weather do what it wants in the everfree forest?”

“I suppose you’re right… Stupid rain…” She mumbled, done fidgeting with her hair. She wrapped her arms around Lily, pulling them closer together. Lily smiled and guided them closer to the fire, standing inside the ring of heat it provided. They were mostly dry by now, though Twilight was perhaps a little more damp than Lily. She felt heat return to her body, flowing through her veins, radiating into her skin where it was lit by the golden glow of the flames.

“Still hungry?” Twilight asked.

“A little… But you sit here, I’ll get the food ready.”

“Thanks…” Twilight crouched next to the fire, warming her hands while Lily set about finishing out the preparations for the night. She set out the blankets so they didn’t have to sit on the cold tarp, rather amazed that they had escaped the brunt of the rain. Probably thanks to the fact they were wrapped up in the tarp. In fact, they weren’t even damp at all…

After their bedding was laid out, Lily began preparing food, using rainwater to fill their pot so they could boil the oatmeal. Soon enough, they were eating oatmeal and berries with warmed meat and lukewarm water. It wasn’t very tasty, but it filled them up. By the time they washed up once more, the firewood was dried, and they stacked it off to the side. Lily pulled the blankets closer to the fire, and together, she and Twilight stretched out.

“Aah…” Lily groaned, stretching out on her back. The unique mix of coolness from the air and warmth from the fire made her skin feel unique, hot and cool at the same time, not enough to cause her to shiver or sweat. It was nice. Twilight curled closer to the fire, staring into the flames.

“I’m sorry, Lily.” She muttered, tucking her legs underneath her.

“For what?”

“I should have been better prepared… And my magic doesn’t work well in here. I could have built this shelter and kept us completely dry without even worrying for a moment… We wouldn’t have to be lying naked under a damned tarp, clinging to a fire for dear life…”

“Aww,” Lily smiled as she rolled up onto her side, curling her body against Twilight’s back. “I like laying naked under a tarp with you.”

“Oh, you know what I mean,” Twilight groaned, leaning back into Lily’s gentle embrace.

“You’re still shivering, Twilight…” Lily muttered quietly, her lips kissing Twilight’s shoulder.

“N-not from the cold.” She whimpered, releasing some of the tension in her muscles. Lily could feel her relax, feel her body slowly unwind so she was more stretched out. Almost subconsciously, Lily pushed her leg in between Twilight’s, tangling their ankles together. Her hands slid around Twilight’s slender waist, drawing the shivering magi’s rear more firmly against her own hips.

“Hmm… What from, I wonder…” Lily teased, her lips trailing up from Twilight’s shoulder, up onto her collarbone. The magi trembled under her careful touch, but that didn’t stop her. Lily’s hands started rubbing in soft circles, massaging Twilight’s tense core so she was forced to relax. Twilight shuddered even more, her hands resting idly on Lily’s forearms.

“L-lily, stop… Please…” Twilight whimpered, Lily just smiled as she moved further up, kissing the fine hairs on Twilight’s neck now. “Lily, this is hardly the place-“

“I don’t see why we can’t.” Lily cut her off, her hands stopping just below Twilight’s heaving breasts. “We’re alone, it’s raining, it’s warm, we’re naked, and we have nothing to do until morning. Nothing but each other.”

“Ooohh…” Twilight shuddered as Lily’s kissing resumed, this time hitting every sensitive area the changeling knew of. “But… What about-“

“Doesn’t seem to me we’re anywhere near Maggie’s.” Lily teased, her hot breath washing over Twilight’s neck. “I can’t charge you.”

“Lily…” Twilight groaned, her muscles tensing and relaxing each time the skilled whore would touch one part of her body or another. “Lily, I-“

“Shh…” Lily muttered quietly. Her hands spread apart, one of them rising to gingerly cup Twilight’s firm breast, the other plunging low down to Twilight’s pubis.

“Haaahh… Lily, are we -ngh- going to do this in the middle of a forest…?” Twilight’s panting breath was enough to drive Lily to action, let alone the way her body twitched and tensed underneath her skilled touch.

“Indeed we are, Twi.” Lily teased, pulling Twilight’s ear lobe inbetween her lips. She gnawed on it gently, sending a shudder up Twilight’s spine. Meanwhile, her leg pushed further inbetween the purple-haired magi’s own, spreading her apart just enough… Lily’s hand slid lower, stroking the thin strip of trimmed hair Twilight kept.

“Haah… Haah…” Each deep breath Twilight drew into her lungs was laced with a thin, whimpering moan, her body trembling helplessly as Lily began to work her own brand of magic…

“Relax.” She whispered, hardly more than a breath. “Let it happen…”

“L-lily… Hnn!” Twilight’s entire body tensed up as Lily finally plunged her fingers inbetween the magi’s thighs, her fingertips sliding over the damp lips there.

“Already wet… Hmm, and it isn’t from the rain…” Lily teased, still muttering into Twilight’s sensitive earlobe.

“Please…” Twilight breathed, her chest rising and falling even as Lily’s other hand found her hard nipple, pinching and rolling the flesh slowly. “Please, don’t stop…”

“Wasn’t planning on it, Twi.” Lily moaned, her hands working together to make Twilight whimper out loud. “Oh, but here’s the best part…” Lily’s thumb and forefinger curled, holding Twilight’s nipple inbetween them. “We’re alone in the woods… No one to hear you scream.” Firm and fast, Lily pinched down, squeezing the rock-hard skin inbetween her fingers. Twilight’s back arched immediately, but Lily kept her close. Twilight’s mouth was open, but she wasn’t making any noise. Not yet. Lily didn’t relent until Twilight let it out.

“Aa-aah… AAH- AAHN! Lilyyyy!” Her breathy, panting moan was just barely loud enough.

“Come on, Twi.” Lily teased, releasing the hard nipple. Her fingers moved to the other, getting ready to make the magi scream. “You’d better let it go this time.” She let Twilight pant for a few moments before she pinched, and this time, she pulled too.

“Hnn-AAAAAUUUGH!” Twilight’s scream was clipped, but very loud. Her back arched hard enough to make her hips pull away, but Lily pulled her back firmly. Twilight’s rear met Lily’s stomach with an audible sound, the slapping of flesh-on-flesh. Lily released her nipple, smiling as Twilight sagged helplessly.

“You know what the best part of all this is?” Lily teased, her hot breath teasing Twilight’s earlobe. “You can’t use your magic to stop me. You’re mine tonight, Twilight. I plan on paying you back for getting us lost… After all, I need to get something out of this for my trouble, right?”

“Y-yes…” Lily pinched her nipple once more, making Twilight gasp and twitch.

“Yes, what?”

“Y-yes, mistress!” Twilight panted.

“Hmm. Good, you haven’t forgotten. Come here, Twilight.” Lily pulled away so she could roll Twilight onto her back, even as she herself popped up onto her hands and knees. Twilight spread out beneath her, her hands resting shyly on her stomach. Lily knew this woman was anything but shy. “I’m going to finger you first. Don’t you dare hold back, either. Understood?”

“Yes, mistress…” Twilight whimpered, her wide eyes twinkling as she looked up at her dominant partner. Lily knew that look. It was the look of submission, of eager anticipation and willingness to do whatever she said. If she commanded it, Twilight would dance naked in the rain for an hour. She belonged to Lily, and Lily owned her. Grinning deviously, Lily slid her hand down Twilight’s front, caressing each gentle curve from her neck to her thigh. When she slid her hand inbetween them, Twilight readily spread her legs, exposing herself to Lily.

“Good girl, Twilight…” Lily moaned, leaning forward to kiss Twilight’s twitching stomach. “Do you want my fingers inside of you?”

“Yes, mistress… Please, I want them inside of me…” Twilight panted, her hands slowly fisting on her stomach.

“How much?”

“Very much, mistress…”

“Enough to beg?”

“Yes, mistress… Please…” Twilight’s writhing hips made Lily’s hand move, but she discouraged further fidgeting with a soft bit of pressure on Twilight’s core. Shuddering slightly, Twilight stopped, her breathing sporadic. She kept her hands on her stomach. She knew what it meant to interfere. “Please…”

“Please, what? You know how to beg, Twilight. You had better start, or I’m going to get angry.”

“Please, mistress… Please put your fingers inside of me… I want them, I want to feel them inside… I want to feel you finger me, to feel you make me yours… Please, mistress, I’m begging you…”

“Come now, Twilight. You can beg better than that.” Lily rubbed her wet lips up and down, but didn’t slide her fingers in. Twilight was practically oozing by now, her slick folds easy to manipulate.

“Please! Mistress, please, put your fingers inside of me! Fill my pussy with them! Please, finger-fuck me any way you want! I want you to use me any way you please, I’m begging you!” She gasped out loud, her back arching slightly. She kept her hips in-place like a good girl, but her upper body writhed on the blankets. “I want to feel them, mistress! I’ll do anything for you, anything! Just please, use my pussy! Use my dirty little hole!”

“There we go, Twilight.” Lily slid a single finger inside of her, smiling as the magi finally sagged. It slid in with ease, gliding over the wet flesh with ease. “Relax. It’s in. You got your wish, and your mistress is pleased…”

“P-please… Mistress…” Twilight groaned, her breathing coming fast and heavy. “Please, give me more?”

“Hmm? You want more?” Lily teased, sliding her one finger in and out. Twilight would never be satisfied with just one. “But I’ve already given you one… Is that not enough?”

“N-no, mistress… Please… Your slave wants more…” Twilight groaned, still writhing beneath her. Lily grinned at her new title, her finger curling a little as she slid it in and out. Twilight hardly flinched.

“That sounds like a request, Twilight… I want to hear you beg for it.”

“B-but, mistress…” Twilight breathed deep, her open mouth revealing her glistening tongue just a little. “I-I’ve already begged enough… Please, just give it to me?”

“You’ve hardly begged enough, Twilight Sparkle. You had better beg some more if you want another finger from me.” Twilight’s defeated groan was like music to Lily’s ears. The pattering sound of the rainfall on the tarp above their heads was a dull filter of white noise, interspersed with pops and crackles from the fire. Lily took a moment to be thankful that Twilight had chosen high ground for them to camp on, at least… It seemed the heavy rainwater was going away from them.

“Please, mistress! Give me more fingers!” Twilight panted, her chest heaving with each breath she took. Lily grinned down at her, curling a second finger around so it was just barely teasing Twilight’s entrance. “Please, I want them! I want as many as you want to give me! Please, mistress, give me more fingers! I want them inside of me, I want you to fill my pussy with them, please-!” She was cut off as Lily roughly shoved her second finger in, pushing her entire hand forward with enough force to make Twilight’s entire body jump. What’s more, she curled them both upwards, pressing directly into the spot that made Twilight gasp out loud.

“Scream, Twilight.” Lily commanded, her tone cold and hard as iron. “Scream for me.”

“Aah-“ The weak sound was merely a precursor. Lily pulled her two fingers away from the spot, wiggling them back and forth before driving them up again, harder this time. “Haahn!”

“I said scream, Twilight.” Lily growled. Her free hand reached out to twist Twilight’s nipple again, making her shudder with the pain. “Let it out.”

“Hnn-“

“SCREAM.” Lily’s fingers hit that spot again. And again. Over and over. She was ruthlessly finger-fucking Twilight now, making the poor magi twitch and gasp with each rough hit to her g-spot.

“Aa-aah, aah, AAHN- OOOOOHHH FUCK! AAAAAAAAAAAAAUUUUGH!” Twilight’s long scream was loud enough to hurt Lily’s ears, and it came with a thin stream of clear fluid. Lily used her foot to pull the blankets up under Twilight’s rear, allowing her squirt to spatter noisily onto the tarp beneath them. Twilight twitched and panted as Lily rubbed her clit in a fast circle, her center spurting and oozing thin liquid like mad. Lily watched the erotic display with a smile on her face, watching the muscles in Twilight’s core contract and pulse as she came. The glistening, pink flesh finally stopped, and Twilight’s breathing returned to some semblance of normalcy.

“Good girl, Twilight.” Lily smiled down at her, gingerly rubbing the wet flesh. “Was that good?”

“Y-yes, mistress…” Twilight moaned, swallowing as she slowly relaxed onto the blankets.

“Do you want another?”

“Please, mistress… Yes… I want another…”

“Very well. Are you warmed up, Twilight?”

“Yes, mistress… Any time you are ready…”

“Good. Here we go.” Lily pushed two fingers inside of Twilight once again, this time using her ring and middle fingers. Her other hand released Twilight’s breast, sliding down to toy with her clitoris instead. Twilight shuddered at the intense emotions that suddenly washed through her, the double stimulation almost too much to handle. Twilight was the sort of woman that could cum again and again with no rest. Lily planned on delivering. With a soft groan, she slid her fingers in and out, spinning Twilight’s swollen nub in a circle. The abused magi shuddered and panted, her thin moans slowly picking up in volume and intensity…

“Ooh… Mistress, I’m cumming again!” Twilight gasped noisily as Lily began curling her fingers inside her dripping core, hitting all the spots a whore of her caliber knew so well. Each one made Twilight’s hips lift off the ground. Lily pushed her back down, keeping her rear planted on the blankets as she picked up the pace. “Mistress! Hnn-UUGH!” The throaty growl of fulfilled desire made Twilight’s core spurt again. She didn’t cum quite as much this time, but it forced Lily’s fingers out, the spray of liquid dotting both of their bodies with feminine ejaculate. Lily smiled, licking her fingers free of the erotic liquid. She was wet herself, the entire ordeal making her more ready for pleasure than she could remember in recent memory.

“Good girl, Twilight… But you need to pay your mistress back, now.” She slid out from between Twilight’s legs, smiling as she swung a single leg out, smoothly straddling Twilight’s open mouth. Her center was poised directly above Twilight’s face, her flared lips pulsing slightly, dripping a single droplet of arousal into Twilight’s panting mouth. That little taste was enough to spur Twilight into action, her mouth readily rising to Lily’s aching cunt. “Ooohh, that’s a good girl… Lick me harder, Twi… There we go…” Lily let Twilight’s abused lips rest for the moment, taking the time to enjoy the return favor.

“Hmmn… Haah… Slurp.” Twilight’s tongue worked sloppily against her, spreading arousal and saliva all over. Lily could feel it drip from her thighs, running down the quivering skin in rivulets… Twilight was messy, but skilled. She thoroughly enjoyed it as the magi licked and kissed and moaned, making Lily shudder with ecstasy. Whimpering slightly, Lily dropped her hips, Letting Twilight’s tongue explore deeper and deeper…

“Hnn… Get ready, Twilight… Your mistress is going to cum…” She moaned, her hands resting on Twilight’s thighs. The magi groaned into her center, signaling she was ready. Lily flexed her muscles, urging her orgasm onwards, ready to greet it… “Aah! I’m cumming! GUUH-“ Lily was assaulted with pleasure, the thick waves pulsing straight into her crotch. She shuddered and whimpered, oozing more than her fair share of liquid release. Twilight slurped it all up, moaning as she drank every last drop that slid into her open lips. Only when she was finished did Lily slide off, smiling down at Twilight’s glistening, drenched face.

“Haah… Mistress…”

“Did you like that, Twilight?” Lily groaned, smiling as she leaned in, her lips hovering just over the magi’s open mouth.

“Y-yes, mistress… Very much…” She raised her hands, both of them slowly moving towards Lily’s spread legs.

“Aah,” Lily grasped both of her arms by the wrist, driving them down into the blankets. “You know better than to use your hands, Twilight… Bad girl.”

“Hnn- Sorry, mistress!” Twilight panted, her chest heaving. She resisted slightly, her thin arms working to push against Lily’s firm grip, but to no avail. Lily kept her pinned in place, smiling at the helpless look on Twilight’s face. “I’m sorry, mistress, please forgive me.”

“Oh, I’ll fogive you, Twilight… Only after I get another three orgasms from you. Sit still.” Lily switched hands, pinning both of Twilight’s wrists with one hand, while the other reached out to the nearby pack. Just her luck, inside was one last length of coiled rope.

“Mistress…?”

“This isn’t treated rope, Twilight. It’s rough, but it’ll have to do. Don’t resist, or you’re going to burn your wrists.”

“Mistress, I’m sorry! I won’t use my hands, I promise!”

“I don’t doubt that, Twilight. But I have to make sure. Roll over.” Twilight obliged hesitantly, and Lily maneuvered her arms so they were crossed in the small of her back. With an expert touch born of experience, Lily began to bind Twilight in a rope bra, complete with cuffs that kept her wrists pinned just above her rear. When she was rolled back over, she had to come up on her legs to keep from crushing her wrists. Lily grinned down at Twilight, her legs spread, hips lifted, panting and bound. Her breasts were criss-crossed with rope, lifting them up so her perky nipples pointed straight into the air.

“Mistress…” Twilight moaned. Lily peered inbetween her legs, seeing just how wet Twilight was.

“Don’t complain, slave. I can see that you’re enjoying this.” Lily’s hand slid up Twilight’s thigh, caressing the milky-smooth skin. “Remember. Three orgasms. The faster you cum, the faster I’ll let you go. Don’t move, and you won’t hurt your skin.”

“Yes, mistress…”

“And remember, Twilight. When I tell you to scream, you had better scream. Or so help me, I’ll leave you like this.”

“Hnn- yes, mistress…” Twilight knew Lily would make good her promise. Part of the benefit of being a changeling, she could actually be rather heartless. Slowly, her fingers spread Twilight apart, and then slid in… “Aah…” Twilight’s first groan told her she was recuperated, no longer sore from repeated abuse. She would be, after this, but right now she was open and ready. Lily’s fingers slid deep, burying them all the way to the last knuckle. She wiggled around, loosening Twilight up, exploring a little inside of her. Twilight shuddered and moaned, but didn’t do anything louder than a breathy pant. Lily would soon change that.

“I wonder if you’ll like it back here, Twi…” Lily’s free hand slid up to her crotch, rubbing her slit up and down until she was covered in Twilight’s juice. She cocked her finger and pressed it against Twilight’s rear, teasing her with a small amount of pressure.

“M-mistress! Not my ass!” Twilight groaned, flexing against her bonds.

“Stop moving, Twilight. You’ll get rope burn.”

“Y-yes, but please, not my ass, mistress…”

“Oh? Why’s that, Twi?” Lily teased, putting just a little more pressure. Twilight tensed and shuddered, her mouth opening in a soft gasp.

“I… I don’t know if- HNN! Mistress!” Lily smiled as she slid inside, feeling both of Twilight’s holes flex and pulse at the new intrusion.

“Relax, Twi. Let it happen. You want it, I want it… Just let it go…”

“Ooohh… Mistress, I’m so close already…” Twilight shivered, flexing more around her fingers. Lily returned the gesture by curling her fingertips up and down, caressing the interior walls with a gentle touch. Twilight gasped and shuddered again, her legs quivering slightly. “Mistress, I’m cumming…” She whimpered.

“You don’t have to scream this time, but you had better squirt.” Lily teased, slowly pushing her fingers up into Twilight’s g-spot.

“Y-yes, mistress… Hnn-AAHN!” With a high-pitched cry, Twilight let it loose, spraying another thin stream of liquid all over. Lily felt it spatter against her chest and stomach, her eyes transfixed on the erotic display. Twilight’s shuddering orgasm came to an end, though Lily’s fingers were still embedded inside of her.

“You’re not done yet, Twilight. Two more.” Lily started moving both fingers again, this time picking up the pace. Within a few moment, she was reaming Twilight’s ass with her whole finger, while the other two pulsed in and out roughly. The wet, sloppy noises Twilight’s core made were erotic, arousing, and delightfully loud. Lily’s palm slapped against her crotch over and over, making the magi jump and gasp out loud.

“Scream, slave. Scream for me.”

“M-mistress! I’m cumming!” Twilight gasped loudly. Arching her hips off the ground, Twilight let loose with yet another orgasm, along with a high-pitched, ear-wrenching scream. It lasted the entirety of her orgasm, Twilight’s muscles rigid with her helplessness, her core clenching firmly around Lily’s fingers. Smiling, the changeling held Twilight up, keeping her from collapsing on her wrists. Time for the finisher… With a hot breath, Lily leaned in and sucked Twilight’s clitoris into her mouth. This was the ultimate secret she had learned… With how loose and ready Twilight was, she’d cum in an instant…

Lily’s tongue gave her a few flicks, the poor magi twitching before she got to it… Slowly, Lily started sucking, pulling Twilight’s clitoris fully into her mouth, but then she pushed it back out. The first time it crossed her teeth, Twilight gasped. The second, she groaned. Then it came faster. And faster. Lily pushed Twilight’s swollen clitoris back and forth over her teeth, moaning now and then to send shivering vibrations over Twilight’s entire crotch.

She didn’t last ten seconds.

This last, third orgasm came with nothing, no indication that Twilight had climaxed, save for the sporadic twitching of her labia. When Lily looked down at Twilight’s face, the poor magi’s head was rolled to the side, her tongue hanging out of her mouth as she drooled helplessly.

“Oh, Twilight.” Lily panted, releasing the magi’s abused slip. “You’ve gone and made a mess…” Raising her hand, Lily wiped the saliva away from Twilight’s lips, rousing the magi from her stupor. “You’re almost done, now.”

“M-mistress?” Twilight groaned, appearing to be very disoriented and woozy.

“I’m here, Twi.” Lily coaxed, smiling as she pulled Twilight up to a sitting position. “Just one more thing and you’ll be done.”

“But… You said three more…”

“For you.” Lily smiled as she laid back, spreading her legs wide open for Twilight. “And one for me. Fingers, nose, chin… Hell, I don’t care if you use your feet, Twilight. But you have to make me cum one more time before I let you go.”

“Haahh… Yes, mistress…” Twilight, bound as she was, couldn’t do anything more than waddle forward… When she leaned in, she lost balance and fell on her face, panting as her breasts took the brunt of her fall. She raised her head up marginally, her hair brushing the insides of Lily’s thighs. Thankfully enough, Lily was extremely aroused. It wouldn’t take much for Twilight to make her cum. She pulled her hair out from underneath her, and closed her eyes…

The pitter-patter of rain was a dull, soothing sound, making her senses slowly lose track of time… She stretched her arms over her head, enjoying the sounds, and soon enough, the sensations… Twilight’s tongue finally met her center, her hot breath washing over Lily’s midriff. She shuddered slightly, moaning as the first long, purposeful lick slid over her entire core. Twilight even went so far as to press the tip of her tongue against Lily’s pucker, teasing the soft flesh before returning to the wet, more tasty hole above it. Lily was shaved, and very smooth, so when Twilight licked, her tongue glided over nothing but wet skin. She moaned into Lily’s twat, pursing her lips to give the changeling mistress’ clit a tender kiss. The soft sensation sent a quick jolt of electric pleasure through Lily, her body jumping for a moment as she gasped. Twilight returned to soft licking, her tongue venturing inside to spread Lily apart.

“That’s good…” Lily groaned, her breasts rising and falling smoothly as Twilight lapped at her crotch. “Keep going, Twilight… I’ll cum soon enough…” Her back arched as Twilight’s lips rubbed her labia left and right, her tongue emerging once more to flick her clit up and down. Lily couldn’t help it as she twitched, shivering underneath Twilight’s skilled touch. The magi worked tirelessly, her tongue moving faster and more firmly as Lily approached her limit.

“Twilight, I’m cumming… Ooh, yess… Hnn- AAAUGH!” Lily’s hips pressed up, mashing her dripping core against Twilight’s mouth. The magi grunted as her mouth was soon flooded with release, the thin fluid dripping down her chin despite her best efforts to drink it all. Lily shuddered and panted, her hands massaging tender breasts to help enhance the sensation. Twilight groaned once the flood of release came to a stop, and when she pulled away, her chin was dripping.

“M-mistress…” She panted, slowly straightening herself. Lily smiled down the length of her body at Twilight, her legs slowly falling back into the sheets.

“Turn around, Twilight. Let’s get you out of that…” For the next few minutes, Lily worked at untying Twilight, rubbing away the redness on her skin afterwards. Twilight sagged backwards into her lap, making the changeling’s arms involuntarily wrap around her. She smiled as Twilight let all the tension out of her muscles, just sitting in her lap, groaning and breathing heavily. Eventually, they laid down, basking in the warm glow of the fire, slowly drifting off…

They slept through the rest of the night, listening to the rain and the fire.

“G’mornin’…” Twilight groaned softly. Lily’s eyes fluttered opened, and she was greeted first by the sight of the bright green foliage around them, dripping with last night’s rain, the misty morning filtering through the leaves in such a way that it painted golden rays of light on the ground. Inhaling through her nose, Lily drew Twilight closer, the two of them embracing in the early morning.

“Good morning to you, Twi…” She muttered, kissing the magi’s shoulder.

“Sleep well?”

“Surprisingly enough… You?”

“Very well… But we’ve got a lot to do today. Come on.” Their clothes were completely dry and even a little warm as they slipped into them, sighing with relief from the chilly, foggy morning. It didn’t take them long to cook breakfast and pack up camp. Twilight was busy buckling her pack back together when Lily asked.

“How are we going to get back?”

“Hmm? Oh, let’s see…” She raised her hands, the brilliant purple glow of her magic erupting into existence in a moment. Lily’s eyes went wide as she started weaving an intricate spell, her hands painting the portrait of a map of the western region of Equestria. One blinking node stood out amongst all the others, sitting just to the north-west of another, smaller light.

“Ooh. We’re only about a half-day away from Ponyville, to the south-east.” She smiled. Dropping her hands, the spell faded into nothing. Lily raised her own, pointing at Twilight.

“How… how did you do that?”

“Hmm? Oh, the rain last night dragged all the pollen down. I shook off the effects of the magesbane a while ago.”

“How long is a while?”

“Eer… Since about… My second orgasm?”

“So… You could have cut out of the rope and taken over at any point?” Lily groaned, rubbing her face.

“Eeyup.”

“You bitch…”

“Come on,” Twilight laughed, giving Lily’s rear a firm spank. “Let’s get home and take a shower.”

-------- Notes from the Author --------

Twilight x Lily is OTP. I love these two and their relationship. They know that they love one another, but they’re afraid to admit it… Meanwhile, tons of filthy, delicious sex to be had. *Shudder* almost makes me want to re-write A Different Kind of Love…

O.O

No promises. I’ve got enough on my plate to worry about anything like that right now.

Thanks to Zabon95 for the request. Though this is second in the line of A Different Kind of Love requests, I’m still happy to be writing them. There’s many more to come, and thanks to the holiday season, I’ll be writing almost every night. My pre-reader’s enjoying his holiday with his parents, which leaves me with nothing to write but requests and work that I don’t send his way. This means Requests, Tarnished Silver (Working title) chapters, and some extra work on Melody’s Tale. I won’t be writing chapters for Archmage until after Thanksgiving, and it’ll likely see a slump around Christmas time as well. Also, I won’t be finalizing Melody’s Tale chapters without both my prereader’s approvals.

As it stands, I know what I want to do with Melody’s Tale, I just don’t know how. It’ll get done, but I may have to take a hiatus with it to hash out some details and whatnot. It’s not very popular, but it IS kind of my magnum opus. I want to at least finish it.

Hope you all enjoyed! Trust me, Loyal’s not going anywhere. Not for a while.

Twisted

Trixie gets revenge on Twilight with the help of the other 5 elements of harmony.

Thanks to Drakinho for the request!

This chapter will contain non-human pony clop.

Categories: Genderbent/swapped, Gangbang, Orgy, Futa.

Warnings: Most definitely one of those “Not for everybody” chapters. Proceed with caution.

“Twisted”

~-~-~-~

Fluttershy hummed a simple tune to herself as she flapped up to the top of the trees, carrying a basket of freshly-dug worms. There were tiny chicks to feed. They opened their mouths willingly as she dumped their food in, smiling at a job well done. The birds chirped their thanks as she flapped off to tend to other things… It was just another day tending to the animals. Next, she had to pick flowers for the bunnies to munch on… Still humming happily, she took her basket to the meadow. A rustling sound caught her attention, though… She perked up, looking around.

“Hello? Is anypony there?” She asked out loud, turning in a slow circle. Indeed there was… Another pony, her white mane slightly frazzled, her dusky blue coat looking like it had seen better days, was slowly approaching her. Fluttershy’s defenses rose almost immediately. They almost always did when meeting another pony. And this one looked slightly menacing for some odd reason… Almost immediately, her hair covered her face, her wings tucked tight against her body. Still, the other pony drew closer. She saw now that it was a unicorn. Something about her seemed oddly familiar… Fluttershy realized in a flash who it was.

“You’re-“

A bright flash of blue magic, and Fluttershy’s vision went dark…

Stretching out lazily on a cloud, Rainbow Dash kicked one hoof up onto her bent knee, heaving a sigh so she could enjoy the sun beating down on her body. She loved lazy days like this… So nice. Her eyes began to close, ready to slip off into a nap… But something kept her from drifting off completely. Some odd feeling in her stomach… Something along the lines of… Falling?

Dash’s eyes snapped open suddenly, looking straight up… Down? At the rapidly-approaching ground.

“Woah!” Her wings flared out, catching the wind and pulling her out of the impromptu dive in an instant. She flapped hard to avoid smashing directly into the ground, her hoof catching the dirt path for a second before she pulled out of it. She stumbled slightly, her hooves scrambling to bring her momentum to a stop. Finally, she halted, her flanks heaving as she tried to wrap her mind around what happened.

“I swear, that fucking Cloudkicker… She always interrupts my naps. I’ll get her if it’s the last thing I-“

“Not Cloudkicker.” Dash froze at the voice. She wheeled around, spotting the unicorn, her horn already glowing.

“Wait, you-“

Blackness.

“Phew. That’s it fer today, Big Mac.” Applejack lugged the last bushel of apples onto her brother’s cart, wiping sweat from her forehead with a hoof. “One helluva haul today!”

“Eeyup.”

“Go on an’ take these back. Ah think ah’m gonna, heh, catch a few winks iffen you don’t mind.”

“Eeyup.” Mac trundled off with the creaking cart, leaving a well-worked Applejack alone in the orchard. She heaved a sigh, smiling as she looked around at the trees, most of them bare of their hefty load of apples. It had been a really long day, but they had finished all the work, with a little time to spare before dinner. Applejack plodded to a nearby tree and stretched out with her back against the smooth bark, her hat tilted downwards over her eyes to cover the dying sunlight. One more contented sigh, and she let sleep slowly wash over her…

Until something impacted her stomach.

“Ooh! What the hay?!” She bolted upright, her hat obscuring her vision for a moment as she fought to pull it off. Eyes wide and her heart pumping fast with adrenaline, she looked around for the offender. Her hoof kicked something through the grass. A rock. Who the hay threw rocks at sleeping ponies?

“Show yerself!” Applejack shouted, wheeling to and fro in search of her assailant.

“Hmm. As you wish.”

Applejack froze.

“It’s you…”

The last thing she heard was a low, menacing chuckle before consciousness fled.

“Hi there! What can I get for you?!” Pinkie Pie bounced around the corner at the jingling sound of the bell. She froze mid-air for a moment at the sight of the pony in her story. “Hey! It’s you, you big ol’ meanie-pants! What are you doing back in Ponyville, huhn?!” She landed after a three-second pause, her head lowered and ready to charge.

“Shut up and sit still.”

“Huhn?! No! Never!” Pinkie juked out of the way as a bolt of magic shot past her, hitting the wall instead. She scooped up a nearby pie and flung it with expert accuracy at the pony, but it sailed through the air, right after she teleported away. The sound of hooves on the floor made Pinkie whirl around, another confectionery in-hoof to throw at the mean unicorn. Instead, she saw nothing. Another teleport! Too late, Pinkie Pie was pinned as her adversary landed atop her.

“Oof! Ow, leggo of me! Get off!” She writhed and bucked, but the unicorn rode it out like a professional… Pony rider. Did pony riders exist? That was the last thought that crossed her mind before the void swallowed her.

“Oh, Opal…” Rarity groaned, fretting over an incomplete dress. “I don’t think I can finish this in time… The design is fine, but I don’t think Sapphire Shores is going to like the color…” Her curmudgeonly cat mewled apathetically before turning her rump at the white unicorn, her sides rising as she drifted off.

“Some pet you are…” Rarity rolled her eyes and re-focused her attentions on the dress, her magic levitating color palettes next to the un-dyed dress. “Hmm… Orange? No, too tacky… Yellow? Too autumn… Perhaps teal…? No, too close to the sapphire’s color… Ooh, I just don’t know!” Rarity wailed as she clomped about, trying to come up with a color that would match the dress…

“How about green?”

“Hmm? Green?” She stopped and looked back at the dress. “Green…” She levitated the palette back up to the dress. “Green! Green, it’s perfect! Oh, my thank you-“

“It’ll match your mane.” Rarity froze. Her eyes were fixed on the worst fashion disaster to occur to her since… Ever. Then she was gone…

Trixie stood over the prone form of the white unicorn Rarity, grinning to herself deviously. “And that makes five… Up next, Twilight Sparkle…” She gazed out of the nearby window, smiling to herself as she spotted the very top of the tree house Twilight called home. “Revenge is so sweet…”

“Anything else, Twi?” Spike asked, peeking over the edge of the desk. Twilight glanced down at him before returning her attention to the current book.

“I think that’s it. You’re free, little buddy.” She smiled as he scampered off. Friday night meant Spike was off to help the crusaders with their latest endeavor. She thought she heard him mention something along the lines of ‘Cutie Mark Crusader Spelunkers.’ He’d likely be gone all weekend. She pushed the glasses further up her muzzle and resumed reading, giving a soft ‘hmm’ of satisfaction as the front door closed. Alone at last. Time to get some serious reading done…

A soft rustling downstairs, though, kept her from focusing completely. It sounded like steps… Had he forgotten something? “Spike?” She called, looking up from the text. “Forget something, buddy?” Silence. Odd… Furrowing her brow, Twilight closed her book and slipped out of the chair, silently peering over the edge of the balcony. She blinked at what she saw.

“Oh. Hello, Rarity… I didn’t hear you come in.” She descended to the library proper, smiling at her white friend. “Come to pick up the latest edition of Vogue?”

“Hmm? Oh, no, Darling.” Rarity smiled warmly at her as Twilight descended. “I, aah… Ahem.” Her cheeks were flushed. Twilight frowned slightly, pausing on the stairs.

“Rarity, are you alright?” She asked.

“Smashing.” Rarity’s smile turned to something a little more… She was grinning now… Why was she grinning like that? Twilight’s hackles rose slightly, her eyes roving over the white mare. Was she… Was she panting? Her coat gleamed with sweat… She was practically lathered with it… In the shadowy light of a late evening, Twilight couldn’t quite make it out, but was Rarity wearing some new sort of saddlebag? It dangled underneath her stomach… That couldn’t be comfortable… Using her magic, Twilight turned the wicks up on the lamps, shedding more light on the room…

“Rarity… Is that…”

“Eeyup.” Twilight’s vision snapped to the side.

“Applejack? What’s going on?” Twilight hesitantly finished her descent, her expression both confused and worried at the same time. Unless she was mistaken, however, both Rarity and Applejack were sporting-

“Miss me?”

She froze.

That voice.

Twilight looked at the front door. There, along with the three missing members of her small group of friends, stood the blue-coated, white-mane unicorn.

“Trixie.”

“Hello, Twilight.” She cooed, slowly walking forward. Fluttershy, Pinkie Pie, and Rainbow Dash followed her, fanning out to join Rarity and Applejack. Together, the six of them formed a half-circle around Twilight.

“What are you doing in Ponyville? Why do my friends have colt genitalia? What are you doing in my home?” Twilight backed up against the wall. Nowhere to run. Rainbow Dash flew overhead, cutting her off at the stairs, and Pinkie Pie was inbetween her and the door. Twilight had nowhere to go. More importantly, though, all five of her friends sported massive, throbbing lengths of male pony flesh. She couldn’t help but watch Dash’s wobble obscenely as she flew overhead. A closer look at Applejack’s revealed it to be throbbing, lathered with sweat. All of them were.

“Hmm…” Trixie smiled as she left the half-circle, padding back and forth behind each one of her friends. “Simple, dear Twilight… Revenge. After you chased me away, I couldn’t perform anymore… Word of mouth travels faster than even a moderately fast unicorn… Every town I came to knew my name before I arrived… As soon as I arrived, I was unceremoniously tossed out on my flank…” She never took her gaze off of the cornered purple unicorn, her lips curled in a slight smile.

“So I stopped performing, and I started practicing… Thankfully, some ponies aren’t as thick-headed as others, and I managed to find a mentor in an old unicorn stallion in Trottingham… Do you know who this unicorn was?” Twilight’s gaze flickered around to the five ponies surrounding her, then back to Trixie. She connected the dots.

“Gender Bender.” She cursed under her breath.

“Correct. He taught me the most advanced and powerful shape shifting charms known to pony-kind, and helped me master them…” Trixie stopped her pacing, her hooves planted firmly behind Applejack. “Then he taught me the most beautiful thing I’ve ever felt…” She inhaled deeply, holding that breath before letting it out with a shuddering exhalation.

“Revenge.”

“Trixie, I-“

“Shut up, Twilight.” Trixie cut her off, scowling. “I am in charge here, and you shall do as I say. Do you understand?”

“I will do no such thing.” Twilight lowered her head, her horn glowing. “Applejack, move. I need to take the spell off of you, then kick this floozy back to Trottingham.”

“Ah cain’t do that, sugar cube.” Applejack panted, her lips smiling. “Y’all jes look so good… Ah cain’t resist no more…” She took a tentative step forward, still shielding Trixie with her body. Twilight’s eyes went wide. This was Applejack. Her friend. She couldn’t risk harming her!

“Girls,” Trixie threw her mane back over her shoulder as she straightened her head. “Get her.”

“Girls, no- ACK!” Applejack lunged first, the firm earth pony body barreling Twilight over. She was sandwiched inbetween Applejack’s rock-hard frame and the wall for a moment before Pinkie Pie swooped in, separating them just enough. The entire time, Twilight struggled to get a clear shot at Trixie, but Rainbow Dash and Fluttershy swooped in to cover the other unicorn. Soon enough, Twilight was dragged away from the wall, her body pinned beneath her friends.

“Girls! Stop this! Let me go!” Twilight panted, writhing and fighting with all her might. She would have blasted them away, but she couldn’t hurt them… Shape-shifted as they were, they were still her friends. She couldn’t risk it. Pinkie Pie and Applejack held all four of her legs, spreading her out completely. Rarity maneuvered in close to her head, smiling down at her.

“Relax, darling… Let it happen.” She cooed. Twilight writhed, but Rarity leaned in, her mouth opening slowly.

“Rarity, stop! Stop, let me go!” Twilight grunted and fought with all of her strength, but all of that was soon robbed of her… Rarity’s mouth wrapped around her horn, enveloping the sensitive enamel in a warm, slippery grip. Twilight gasped as the initial sensation shot through her body, making her tense up. Rarity moaned, sending a shivering vibration through her horn, making Twilight’s entire body quiver under the sudden, firm sensation.

“There you go, Rarity. Keep her like that…” Trixie cooed, smiling as Applejack and Pinkie Pie released her legs. Not that it mattered. Twilight couldn’t do anything with her horn in Rarity’s mouth. She couldn’t cast her magic, couldn’t fight or writhe… She was completely subdued…

And she was really liking it… It’d been ages since her last hornjob… Hate herself as she might, she couldn’t deny the shudders running down her sides. For a unicorn, having her horn sucked was akin to an aphrodisiac. Twilight’s juices flowed freely now, her lips flaring obscenely in front of all of her friends. Rarity’s tongue ran over the smooth ridges on Twilight’s horn, each one of those gentle flicks almost like flicking her swollen clitoris. Twilight’s mouth opened, her tongue spilling out to drool helplessly.

“Look at that…” Trixie teased, smiling as she slowly advanced on Twilight. “You get your horn in somepony’s mouth, and you’re reduced to a slavering mess… I bet you want it now, don’t you, Twilight?” Trixie teased, slowly straddling the purple unicorn. “There’s one thing you don’t realize, though… Your friends are all subject to not only the shape-shifting spell, but a powerful aphrodisiac spell… It gives them the stamina of an earth pony, the libido of a pegasus in heat, and the technique of a skilled unicorn… Meanwhile, you will receive nothing. No chemical help. You’re going to have to sit there and endure it all…” She grinned, leaning until her breath washed over Twilight’s face, her horn touching Rarity’s…

“And the best part is…” She gave Twilight’s cheek a quick kiss. “I haven’t even shifted myself yet…”

“What… Ugh… Rarity, that’s… So good…” Twilight drooled more, her brain hardly registering Trixie’s words. What was that about not having even shifted herself yet? Twilight’s half-lidded eyes looked up at Trixie… The blue unicorn’s horn suddenly lit up, blazing to life in a brilliant display of magical prowess. Despite the powerful stimulation ripping through her body through her horn, Twilight had to see this… What spell was she casting?

Twilight was no stranger to Gender Bender’s work. He had been ostracized for studying forbidden magic in Canterlot, and Celestia had decommissioned him as head of the Magical Alterations division of the Unicorn Academy. He had been all but banished to Trottingham twenty years ago. As an example, though, advanced students were allowed to review his notes. Not for practical use, but more as an example of ‘what not to do.’ Celestia herself had cautioned against using any of his spells… But this one… This was a spell not included in his notes. Apparently, the sick and depraved unicorn had been busy in his exile. Trixie’s expression drew down, her concentration focused on this magnificent work of magic. From in between her own hind legs, Twilight watched two stallion members grow forth, already oozing pre cum as they dangled between her haunches.

“There.” Trixie gasped, grinning down at an awestruck Twilight. “Gender Bender’s most complex spell… Do you like?” Trixie swayed her hips back and forth, causing both the engorged rods to swing with the gentle motion. The way she was straddling Twilight, they oozed onto her stomach, the shining liquid darkening her own purple coat.

“Rarity, please…” Twilight panted softly. “Please, stop this…”

“Hmm… You won’t be saying that in a moment. Rarity, keep showing Twilight a good time. Your friends and I are going to enjoy ourselves. Isn’t that right, girls?” Trixie looked around at the others, all of them panting and grinning. Underneath it all, Twilight was pinned, aroused, and not entirely unwilling… It had been quite some time since her last sexual encounter… And Trixie displaying a new and unkown spell carried it’s own sense of allure and mystery. This may have been for vengeance, but it seemed that Trixie only wanted her body.

“Okay.” Twilight shuddered. “Okay. Okay, okay, okay. I give.” She sagged down, the tension completely leaving her muscles. “If w-we’re going to do this… I want it to be consensual…” Her eyes opened again, looking up at Trixie. “I’ll take on you, and my friends, and we’ll prove who the better unicorn is.”

Trixie grinned down at her.

“As you wish. From now until the spells wear off, Twilight, you’re mine. You do as I say, and try to endure it. Do you agree?” Twilight nodded. It may have been Rarity’s mouth on her horn, it may have been the repressed sexual desire, or it could be the undeniably arousing sight of six stallion members all throbbing and begging for attention… Any one of these things alone would have pushed Twilight to acquiesce… Together, she was helpless.

“Yes. I agree. Please.”

“Good. First thing’s first, you and Rarity need to warm me up. Open wide, girls.” Trixie slowly walked forwards, her twin members throbbing as they moved closer and closer. Rarity’s mouth left her horn, and together, they opened their mouths… Trixie guided her flared heads forward, and slowly, both Twilight and Rarity accepted them.

“Haah-umph.” With a hot breath, Twilight accepted Trixie’s throbbing cock in her mouth. Above her, Rarity did the same, and together, they started servicing the blue unicorn.

“Oh girls… That’s magical…” Trixie panted. Twilight’s vision was completely obscured whenever she opened her eyes, but she could tell Trixie was shuddering. Careful not to scrape either of the other two unicorns with her horn, Twilight began moving her head back and forth, sliding the flared tip all the way to the entrance of her throat and back again. Her tongue swirled around the salty slit at the tip, lapping up the dribbling pre cum Trixie still oozed. The musky, salty taste filled Twilight’s mouth, making her cheeks flush all the more. The aftereffects of Rarity’s horn job still remained, and the sensation of firm flesh filling her mouth only made Twilight ooze more.

“M-mistress Trixie?” Twilight heard Fluttershy mutter quietly in the background.

“Hmm… Yes, Fluttershy?”

“Sh… She’s really wet… Please, mistress… Can I lick her?” Under other circumstances, Twilight would have been shocked at the breathy request from the quiet pegasus. Right now, though, her mind screamed, begged for Trixie to say yes…

“By all means, silly…” Trixie panted. You can fuck her for all I care. In fact, you four can do as you please with her or one another. One stipulation. If you must orgasm, make sure to do it onto Twilight. I want to see her covered by the time this evening is done.” Simultaneously, all of her friends voiced their thanks. Twilight shuddered as she felt a shy, hesitant tongue run over the soft fur on her thigh. She would have loved to have gasped out loud, to beg for Fluttershy to get on with it… But she had more important things to do with her mouth. She licked harder, her head moving back and forth, her tongue moving restlessly… At the back of her mind, Twilight knew she had to outlast all of them. With this aphrodisiac they were all subject to, it would be tough. To Twilight, this was another test. Just another test…

She didn’t think she was very well prepared.

“Rarity, darling… I believe the Great and Powerful Trixie is… Hnn… Very close to cumming.” Trixie panted, flexing both of her members inside their mouths. “Be a dear, and when I cum in your mouths… Dump your load into Twilight’s?” Twilight felt Rarity move back for a moment, the other long member bobbing up and down as Rarity’s mouth slid off.

“Yes, mistress… I’ll s-spit your cum into Twilight’s mouth…”

“Hmm? You sound hesitant…” Trixie panted. Twilight could hardly listen to this… Fluttershy was still teasing her, not quite getting in to licking full-on. She was channeling her desire to be licked into sucking Trixie off.

“It’s not very lady-like to spit, is all…” Rarity moaned. Her hot breath washed over Twilight’s horn, making her seep more wetness from her flared marehood.

“Ooh. I see. Well then, you’ll just have to, aheh, swallow your pride and spit my cum.”

“Yes, mistress… If it would please you.”

“It would please your mistress greatly. Quickly now, I’m very close.”

“Yes, mistress…” Twilight and Rarity resumed sucking as best they could, groaning and panting, moaning into the hard shafts of stallion flesh filling their insatiable maws. Fluttershy finally decided to start licking. It seemed she had been holding back, because once she started, it was with a fervor Twilight would have seen from somepony like Rainbow Dash or maybe Applejack… Not the shy, yellow pegasus… With how riled up Twilight was already, she wasn’t going to last long.

“Unf… Unf… Here it comes, Rarity… Prepare yourself… And Twilight, you’d better swallow all of it. I’ll be angry if you don’t.”

No worries there… I know the science behind proper chugging technique. Twilight thought. She had read a book on it. Her tongue was numb with the exertion by now, so all she could do was sloppily move her mouth up and down the shaft.

“Haah… Here it comes, girls… I’m cumming… Hnn-UGH!” Trixie threw her head back, driving her hips downwards suddenly. Twilight felt the flared head of Trixie’s massive cock press against her throat, just as it began pumping stream after stream of thick, creamy liquid directly down her throat. She gulped every last drop, flaring her diaphragm and relaxing her jaw muscles. It flowed fast and free down her gullet, not a single drop making it’s way back up into her mouth. Trixie stayed like that, robbing Twilight of her breath for close to twenty seconds. She sucked and moaned the entire time, taking every single drop of musky, creamy seed.

“Keep your mouth open, Twilight.” Trixie panted. As she pulled out, Twilight gagged a little, her saliva stretching lewdly between Trixie’s head and her lips. Rarity moved in suddenly, opening her mouth against Twilight’s. This time, she had to taste every last bit of cum as Rarity swapped her load. It was slimy, slippery, tasted disgusting, and generally just horrible…

Twilight loved drinking every last fucking drop.

“Urk… Was that good, mistress?” Rarity grunted, standing at her full height.

“Very good… But she still has to swallow…” Trixie groaned. Everypony present, save for Fluttershy, looked down at Twilight. The purple unicorn grinned as she swirled the creamy load around her mouth one last time. The heady, filthy taste coated her tongue, clung to her throat… She wanted more, but she’d have to settle for now. Opening her throat once more, Twilight gave a mighty gulp. It slid down her throat, sending shudders through her body as she swallowed it all. At the same time, she came directly against Fluttershy’s tongue, scaring the poor mare with the sudden rush of fresh juice.

“A… All done.” Twilight panted, sagging onto the floor.

“F… Fuck.” Rarity’s appreciative groan was enough to validate Twilight’s lust. She didn’t feel even the slightest bit bad for what she had done. She had loved it. She’d do it again in an instant… Part of her wished she COULD do it again… By the look in Applejack’s face, she wouldn’t have to wait long.

“Move aside, y’all. Ah wanna git in on this.” She straddled Twilight’s face, her own throbbing shaft lathered in sweat. The musky scent wafted past Twilight’s nose, inundating her with the desire, the want to fulfill Applejack’s need.

“No more messing around, girls.” Trixie panted. “I want to watch you fuck this little bitch up. Pussy, ass, mouth… I don’t care if you have to jerk yourself off onto her flank. I want you to drench her.” Underneath Applejack’s dangling head, Twilight grinned.

Bring it on.

“Ooh… Me first?” Fluttershy panted. Twilight was already eagerly licking Applejack’s head, ready to take that pillar of flesh into her mouth once more.

“Hang on, Flutters. I’ve got an idea. Pinkie, help me flip her over. Fluttershy, get on your back.”

“Huh? Oh, okay. If you insist…” There was shuffling and movement, and Twilight was suddenly dragged away from Applejack’s distended member. She flicked her tongue out, searching for the oozing head, upset that she was being pulled away.

“H-hey…”

“Shush. You’re gonna love this, Twi. I promise. Fluttershy, lay back. There you go. Twilight, on your hooves, girlie.” Reluctantly, Twilight was lifted onto her hooves, but when she saw what the others were planning, her heart raced.

“Oh yes…” Immediately, she straddled Fluttershy’s hips, her erect member already brushing against her nethers.

“Pinkie, pull her tail out of the way. I’m first.” Twilight’s long, silky-smooth tail was unceremoniously pulled upwards, sending a shudder through her body once more. Fluttershy’s throbbing cock begged for insertion, and Twilight was only all to eager to grant it. With a slow, steady motion, she pushed her hips down, impaling herself on the magically-gifted stallionhood. Fluttershy’s gasp matched Twilight’s, even as the purple mare felt her walls spread apart.

“Give it to her, Dashie!” Pinkie Pie muttered. “I’m next!”

“Alright, Pinkie. Here we go!”

“Don’ fergit about me, Twi.” Front and back, Twilight was suddenly filled. Her tight pucker yielded readily, letting Dash’s sweat-lathered cock fill her up completely. What’s more, Applejack rose to her rear hooves in front of Twilight, showcasing the neglected cock she had been slated to suck earlier. Applejack’s fore hooves wrapped around her head, pulling Twilight’s open mouth down onto the shaft.

In that moment, Twilight completely and utterly filled. There wasn’t a single hole that wasn’t being used. She grunted as Applejack pushed her cock deep into Twilight’s throat, pulling out and roughly mouth-fucking her. Saliva drooled down onto Fluttershy, who could do nothing but whimper and moan as she was ridden hard and fast.

“Good job, girls… But that still leave Pinkie Pie, Rarity, and myself with nothing to do… Aah, here we go… Rarity, stand there next to Pinkie. There you are.”

“M-mistress?” Twilight glanced off to the side, watching as Trixie rose up with her twin, throbbing members lined up behind Rarity and Pinkie Pie. “Ooh… Please, mistress. Give it to us…”

“Open up, girls… This is gonna feel good…”

“Aahn!” With a rough motion, Trixie thrust her hips forward, filling Pinkie and Rarity’s twitching vagina’s with one singular motion. The erotic, wet sounds echoing all around only helped enhance the situation… Twilight had always been somewhat of a nymphomaniac… Long nights of studying manuals and reading dirty novels left her a dirty little mare, always willing to please and be pleased… Sadly, not many stallions were attracted to her, and those that were didn’t want anything to do with the darker side of Twilight’s desires. Now, in an aphrodisiac, magic-fueled fuckfest, she let all of her deepest fantasies come to light.

“Hmm… Hmm! Haa-urk.” She choked on Applejack’s dick, panting as she tried to get the hardy earth pony to fill her mouth once more. Of all the six of them, though, Fluttershy gave in first.

“M-mistress! I’m sorry!” She wailed. Inside her twitching cunt, Twilight felt Fluttershy’s cock throb wildly, filling her belly with warm seed. Twilight’s cheeks flushed, her tongue spilling out around Applejack’s throbbing member.

“Her ass is so tight…” Dash grunted, still driving into her from behind. Twilight was ravaged. She felt the soreness build up already, but she ignored it. The pleasure far offset the pain, sending her over the edge. As the blood left Fluttershy’s member, Twilight came, pushing the flaccid shaft out of her. She dribbled creamy cum and thin, clear feminine ejaculate in equal measure, groaning long and loud into Applejack’s cock. Fluttershy managed to wriggle out from underneath her, whimpering as she went to curl up in the corner… Even if she was under the effects of a powerful spell, it couldn’t override her natural instincts. Still, she watched the other six go at it, whimpering as though she were still pleased. Best as she could, Twilight smiled at the shy pegasus. One down, five to go.

“Mistress!” Pinkie Pie gasped, letting Twilight’s tail go. “Can I get those sloppy seconds?”

“Go for it,” Trixie grunted. Pinkie Pie squealed with delight and slid off of the massive erection, flopping onto her back and adjusting so she was underneath Twilight.

“Are you ready, Twilie? I’m gonna put it in.”

“Hmm.”

“Cock-filled mouth says yes! Go for Pinkie fuck!” With a rough motion, Pinkie lined herself up and slid deep into Twilight’s dripping twat. The impact drove her forward, making Applejack’s cock slide deeper into her throat than ever before. She gagged around the shaft, her eyes rolling back in her head. Her thoughts began to cloud over as she was choked, filled to the brim once more.

“Ah’m gunna cum!” Applejack grunted, flexing powerfully inside Twilight’s mouth. The unicorn could do nothing but gulp down the thick streams of cum spurting into her mouth, trying very hard to not pass out through the lack of oxygen. When Applejack pulled out, she brought with her plenty of saliva but no cum. Trixie leaned over, looking at Twilight’s abused, slack-jawed mouth.

“Tsk tsk… That won’t do, girls. I want to see some cum ON Twilight. Applejack, move out of the way so Rarity can show you how it’s done. Go, Rarity. Go please yourself onto Twilight’s face. Look at her, she’s begging for it.”

“Y-yes, mistress…” Rarity pulled away from Trixie’s rough thrusting, leaving behind two wobbling cocks. Applejack moved aside, letting Rarity take her place. Twilight’s open mouth panted as she looked up at her friend. “Twilight, are you ready?” Despite the complete lack of muscular coordination in her jaw, Twilight curled her lips upwards. She was more than ready. Apparently, so was Rarity. She hadn’t received any sort of attention since this whole ordeal started, and the rough fucking from Trixie had made her hard as a rock. When she pushed into Twilight’s mouth, it sent a fresh wave of orgasmic juices flowing down Pinkie Pie’s thrusting cock. She surrendered to the orgasm, letting all three of her holes be abused in the most wonderful, depraved sort of fashion… Rarity groaned as she thrust into her mouth, and Rainbow Dash’s hips were pumping at an almost impossible speed. Twilight felt her ass go numb from the abuse, but thankfully, the pegasus spent herself at last. Moaning into Rarity’s cock, Twilight felt Rainbow Dash fill her ass with a creamy load.

“My, my… This simply will. Not. Do. Dash, pull out and give the last bit of your load to Twilight’s flank.” Trixie quipped.

“Yes, mistress…” Twilight gasped as she felt her ass suddenly voided, dribbling creamy cum. Dash’s hooves massaged her own twitching cock, sending the last three spurts of thick cum onto Twilight’s cutie mark. Some of it tangled into her tail, but what landed on her flanks dripped down, making her shudder at the warm, wet feel…

“Ooh, I’m gonna cum, too!” Pinkie groaned beneath her.

“Get out of there,” Trixie helped pull Pinkie out from underneath Twilight. “Cum on her flank proper.”

“Yes, milady!” Pinkie stroked her cock for the last bit, grinning stupidly as she started to cum. Panting and flexing, she emptied several long, creamy streams onto Twilight’s ass, covering her thighs and cutie marks with creamy spunk. Twilight groaned, her legs feeling weak in the sudden absence of anything inside of her. Aside from Rarity, that is… She continued to suck and lick, eager to please, wanting more, feeling the cool spunk dripping down her coat…

“Look at you, Twilight.” Trixie teased, walking a slow circle around Twilight. “Both of your fuck-holes filled to the brim with cum, mouth busy sucking another cock, shuddering because you don’t have anything inside of you… Don’t you fret, Twilight. I’ll make sure you get filled soon enough.” Trixie stopped behind her, taking a moment to lick both her holes before raising up. Her hooves rested on Twilight’s shoulders, both heads of her gifted cocks lining up against her holes. With a smooth, fast motion, she plunged them both back inside. Strength returned with that thrust, and Twilight’s knees locked. She bore the weight of each thrust perfectly well, grunting and moaning as she was filled over and over again by Trixie’s rough fucking. Moaning and whimpering, Twilight let herself be subjected to it, her body shuddering as Rarity began to peak.

“T-twilight, Darling, I’m going to cum! Haah! Mistress!” Twilight spat Rarity’s cock out as she peaked, making sure to close her eyes as the shower of cum spurted forth. It oozed down her sensitive horn, spattered her muzzle, filled her nose with it’s musky, filthy scent. Trixie’s rough thrusting sent her over the edge of a third orgasm, her cum-covered body shuddering as she climaxed.

“Hnn… Oh, my! Twilight, I’m sorry!” Apparently, her friends hadn’t been idle in their absence. Poor Fluttershy was subject to a blowjob, and now that she was cumming, her hips were poised just over Twilight’s shoulders. Twilight felt the thick strands stretch out across her back, tangling into her mane, dripping down her forelegs. The only place on her body that hadn’t been subject to one sort of orgasm or anther was her stomach…

“Roll over.”

Well, that was about to change… Twilight felt herself voided once more as Trixie rolled her onto her back. Legs spread wide, she was filled again, Trixie’s body ramming her twin cocks deep into Twilight’s abused holes. Her back arched as Trixie took over with a rough, fast pace. She was filled over and again, her muscles twitching as the pleasure flowed fast and free. Panting, Twilight urged Trixie on, praying she came soon, hoping she could be completely covered this time.

Applejack grunted, waddling forward as she came again. The first few streams of cum missed, but the rest of them dribbled out onto Twilight’s neck, oozing down her flesh into her mane. Her tongue reached up, eagerly lapping the twitching pair of testicles above her face. Applejack moaned as Twilight lapped and slobbered all over them, but pulled away so Rainbow Dash could take over. Facing back down the length of her body, Rainbow Dash shoved her crotch down onto Twilight’s face.

Apparently the spell only added the extra member… Rainbow Dash still sported a very feminine vagina, her wet lips twitching readily as Twilight’s skilled tongue worked at pleasing her lady-bits. She shuddered and groaned, stroking her throbbing cock while Twilight licked both her pussy and ass eagerly. This was a flat-out fuck fest. No holds barred, they could do anything they pleased. Twilight let her darkest dreams come true, lapping with all the strength she could muster at the pegasus’ crotch. She didn’t last long against the assault.

“Twi! Fah, FUCK!” Grunting, Dash let loose, her massive erection spurting thick ropes onto Twilight’s chest. Her ribs were covered with the creamy seed, rivulets of it running down her withers. Meanwhile, Dash’s core twitched and oozed, filling Twilight’s mouth with the musky taste of feminine cum. She moaned eagerly, sliding her tongue into Dash’s twitching walls, tasting everything the abused pegasus could offer. When she pulled away, Pinkie Pie took her place, this time draping her hard rod over Twilight’s face. Compared to Dash, Pinkie Pie’s taste was much more prominent and erotic. Twilight eagerly delved deep into Pinkie Pie’s cunt, licking from her twitching asshole all the way up to her swollen testicles.

“Ooh, Twilight! You’re so fucking good at this! Aahn, I’m cumming!” With a sudden gasp, she let loose, dribbling a massive load of spunk onto Twilight’s horn, drenching her mane with the creamy jizz. Twilight worked her tongue tirelessly against Pinkie’s dripping twat, swallowing every drop she could managed. Pinkie Pie left, just as Trixie’s thrusting reached a fever pitch.

“Alright, Twilight.” She grunted, dripping sweat as she worked her hips. Twilight grinned weakly up at her, flexing her walls as best she could. “Get ready for it. Here it comes…”

“Give it to me, ‘mistress.’” Twilight’s voice was mocking. She writhed her hips, bending and twisting Trixie’s cocks inside of her. “Cover me in your dirty cum… Show me what vengeance is like.”

“Y-you little bitch…” Trixie grunted, thrusting fast and wild. Twilight felt like she would be ripped apart… But she sweated it out. She flexed and writhed, riding out Trixie’s last spurt of energy. Just when she thought she couldn’t handle it anymore, Trixie pulled out, laying her dripping shafts across Twilight’s thighs. Gasping and twitching, Trixie emptied all of her arousal, her cocks jumping with each spurt. Twilight watched as the cum spurted out lewdly, splattering her coat from her forehead down to her thighs. She whimpered and moaned, the mere sight driving her over the edge. When she squirted, it splattered upwards onto Trixie’s stomach, coating the blue unicorn with her own cum.

It was over.

Done.

Seven ponies lay on the floor of Twilight’s library, panting and groaning in the aftermath. Her friends still sported flaccid, half-erect cocks, their bodies stretched out in one position or another. They were still for a while, the only sounds that of heavy breathing and soft whimpers. The first one to move…

“Twilight…” Pinkie groaned, watching with wide eyes as the purple mare rose to her hooves. “What are you…”

“Well, Trixie…” Twilight swayed a little on her hooves, feeling woozy and weak. “Looks like I win…”

“F… Fuck you…” Trixie grunted as she rose to her hooves as well, though she stumbled a lot more than Twilight did. Her twin shafts wobbled obscenely as she glared at Twilight. “You’re not done yet, you-“

“I’m not done, no…” Twilight grinned. “But you are.”

“Wh…”

“There’s something you forgot to realize, Trixie…” Twilight’s horn began to glow faintly, flickering a little but growing ever-stronger. She straightened up, lifting her head. Her mane was matted with cum, her face flecked with it, her body all but drenched with the thick, creamy strands. It dripped from her stomach, plopping to the floor, but she didn’t seem fazed. Her legs were spread wide, her head held high. Her horn blazed to life, filling the room with it’s brilliant, lavender glow.

“You forgot to realize…”

Trixie’s eyes went wide as the other five ponies slowly lifted off of the ground.

“We’re the mother fucking elements of harmony.”

“O-okay… Th-that… Was wild.” Pinkie Pie gasped, collapsing onto her side. Fluttershy had long ago passed out. Applejack was the only one left standing, thanks solely to her strength as an accomplished applebucker. Twilight and Trixie were tangled together, their legs twined around one another, their sides rising and falling as they stared at one another.

“Twilight,” Trixie panted.

“Hmm?” The purple unicorn smiled, despite her open and drooling mouth. Trixie inhaled deeply, trying to regulate her breathing, her face scrunched as she struggled to speak the next few words.

“I… I was foolish… You and your friends are powerful.” She sighed, closing her eyes, nuzzling a little closer. “I hope… We can be friends?” Twilight blinked at the sudden, strange request, but her lips spread in a smile nevertheless. She nuzzled Trixie’s mane and pulled her close.

“There’s always room for more friends in our hearts, Trixie. Just… You know-“

“No more genderbending spells. I promise.”

“Well…” Twilight grinned. “Not unless we want them…”

-------- Notes from the Author --------

Well that was… *Ahem* unique… In the words of Rarity:

“Let us never speak of this again.”

Menage

Trixie, Twilight, and Rarity with a tape gag.

Thanks to OpticBlast for the request!

This chapter will contain non-human pony clop.

Categories: Twilight, Trixie, Rarity, Threesome, Gag.

Warnings: Light to heavy domination elements, including bondage, gagging, and biting.

Quick note: I wrote this and “Twisted” in the same night. While the two aren’t supposed to be linked, they very well might be. Where Twisted is the story of Trixie trying to take revenge on Twilight, this is a request where Trixie, Twilight, and Rarity are just three friends who get together and have rough, dominating, good-natured sex. They may seem similar, but are intended to be different. My apologies to OpticBlast for any crossing over.

“Ménage”

~-~-~-~

“Good evening, Twilight.” The purple unicorn looked up at the somewhat familiar voice, searching for who it belonged to. When she spotted the owner, she couldn’t help but grin.

“Hello again, Trixie. Welcome back.” She advanced to gently hug the blue unicorn, subconsciously inhaling the scent of her white mane. She smelled faintly of fresh saltwater. “Been off to the sea, have we?”

“Oh, you know me… I go where these hooves wander. How have things been here?” When they pulled apart, Twilight took a few moments to look her friend up and down. Trixie’s body truly was one to admire, her slender flanks and full rump were accentuated well by the beautiful mane and well-kept tail. She was very, very beautiful.

“Things are fine,” Twilight smiled and fell into step next to Trixie, the two of them walking down the street. “I was looking forward to meeting up at Rarity’s. Fancy running into you on the street.” She smiled and bumped Trixie’s rear with her own, smiling as the quick show of affection was returned. Trixie blushed a little, but didn’t say anything further. Together, the two of them walked on in silence. Their friendship was tenuous, but with these little monthly ‘meetings’ they had been having, she and Trixie were slowly putting their differences behind them. Twilight felt rather good about that evening’s exercise... She hoped this would be the one she was waiting for.

“Are you excited?” Trixie asked with a shy sort of smile.

“Extremely. I haven’t done a thing for an entire month.”

“Since our last session? Twi, you’re joking.” Trixie paused, her jaw dropping for a moment. Twilight, as if to make a point, flicked her tail aside to give Trixie a very good look at her marehood. Her lips were flared, glistening with arousal already.

“I never joke, Trixie. I’ve really been looking forward to this.” Her tail fell back to cover her crotch, though it left Trixie with a furious blush. “Come on. It’s nearly night time.” The sun sank low on the horizon as Trixie fell back into step next to Twilight, the two of them rounding the corner with Carousel Boutique in sight. When they slipped inside, the bell jingled happily, signaling their arrival. Rarity’s cheery voice called out from somewhere at the back of the store.

“Twilight? Trixie? Is that you?”

“It’s us, Rarity.” Twilight nudged Trixie as they entered the store. Behind her, Trixie flipped the sign around to ‘closed’ and locked the door.

“Come on up, ladies!~” Her singsong voice made Twilight smile as she took a moment to lock the back door as well. Together, she and Trixie mounted the stairs, following the sound of Rarity’s gentle humming. Twilight felt the anticipation begin to grow, her heart beating faster in her ears as they made it to the second floor. Rarity had already unlocked the room she normally kept secure, to discourage curious young fillies like Sweetie Belle, or the stray customer looking to use her restroom. The thick padlock hung in it’s latch, and the door was cracked open slightly. Inside, Twilight could hear Rarity’s gentle humming.

“Hello, Rarity… And look who I brought with m… Me… Meeehhheheh…” Twilight’s speech trailed off into an unintelligible chuckle as she laid eyes on Rarity. Standing in the middle of her ‘special room,’ Rarity wore what was possibly the most arousing, revealing, and sensual piece of clothing Twilight had ever seen in her entire life. Idly, she felt herself begin to salivate. A single trickle of arousal traced it’s way down her thigh.

“Ooh, hello Trixie.” Rarity smiled over her shoulder at the two of them. Her legs were spread, giving the two of them an unrestricted view of her exposed crotch, though she wore a clingy pair of stockings that hugged her legs from the thighs down. They hugged each curve so close that Twilight would have guessed Rarity’s coat had turned from white to black… The single strap that held her leggings up traced straight over her mark, joining with a sturdy, studded belt that hugged her waist tight. At the back of the belt was yet another device, and this was what drew Twilight’s attention the most. It fastened around the base of Rarity’s tail, extending well away from the rest of her body. Her luxurious purple tail was held out and away from her haunches, giving the other two unicorns unrestricted view of her nethers.

Aside from that, Rarity was bare, her mane hanging straight down her back. She tended to not style it before these sessions, since it more often than not was ruined in the process. She swayed her hips slightly, her tail swinging to cover her privates for a second before it revealed them once more, the hypnotic motion making Twilight nearly forget to swallow her drool. Trixie wasn’t faring any better, it seemed. The two of them were utterly stunned.

“I figured I’d design something special for just us…” Rarity teased, her husky voice certainly not helping the dull ache that began to form in Twilight’s pelvis. She wanted so badly to surge forward and lick Rarity right then and there, to assault her delicate pink lips. She had been waiting for so long, the urge to get started was killing her. She nearly caved, but Trixie rose a hoof to stop her.

“Ahem. Forgetting something, Twilight?” Trixie panted, her eyes still fixed on Rarity.

“Oh! That’s right, I nearly forgot…” Rarity spun around, her beautiful face taking the place of her exposed genitalia in Twilight’s vision. She was surprisingly thankful for the intervention. Twilight actually had to shake her head to get rid of the vision… “It’s Twilight’s turn this month. You know the rules, darling.” Rarity’s horn lit up in her signature blue glow, levitating a small box forward from halfway across the room. When she opened it up, Twilight groaned. She had completely forgotten that it was her turn this month…

“Just to reiterate…”

“Oh, come on.” Twilight rolled her eyes. “How many times have we done this?”

“Hey, we need to say it every time. Just to make absolutely sure.” Trixie raised a hoof. “First and foremost. The safe word is ‘cutie mark.’ If you’re gagged and unable to speak, it’s one moan, a pause, then two more in short succession. We take a break, then come back to it, or stop. Are we clear?”

“Clear.”

“Yeah, yeah…” Twilight writhed her hips. She really didn’t want to listen to the rules yet again. She had been the one to make them, after all.

“Secondly, we stop short of blood. If we draw blood on accident, the session is over.”

“Of course.”

“Right.”

“Last, but most certainly not least-“

“No magic from the slave.” Twilight cut her off, huffing impatiently. She grasped the black box from Rarity and opened it, levitating the device within into the air between them. “We know, Trixie. Please, I’m dying here. Can we get on with it?” Rarity and Trixie shared a look for a few moments, the emotions communicated between the two everywhere from exasperation to excitement.

“Very well. Twilight, it’s your turn this month. As soon as this device is fixed, your magic will be shut away, and you will be ours to do with as we please. Anything and everything is fair game, and you have no say in the matter otherwise. Do you agree?”

“I consent. Get on with it.” Twilight lowered her head, smiling deviously. She was still seeping wetness… Just the mere thought of being at the mercy of these two, along with all the devices lining the walls of this room in Rarity’s boutique, she felt like she could die a happy, happy death. Rarity and Trixie smiled as they affixed the device to Twilight’s horn.

It was similar to a cock ring for stallions, in that it was meant to hug a shaft tight. However, Rarity had modified the device to fit a unicorn horn, nested in firmly around the base. The harness slipped around Twilight’s muzzle, and around the back of her head, the buckles and clasps affixing to keep it there, no matter what she did. Her hooves would be unable to take it off, and without her magic to assist, Twilight was completely at the physical mercy of anypony. The ring itself was etched with a spell, and as it fastened around her head, it glowed with the purple aura of her magic. From then on out, Twilight couldn’t do a thing. She was bound.

Helpless.

And she loved it.

“Rarity,” Trixie said softly. “Be a dear, and go lock the door… I’ll see to it Twilight’s nice and warmed up for you.”

“Hmm… Good idea…” Rarity plodded away, though over her shoulder, Twilight could see her glistening marehood there between her thighs. When her gaze turned around to the front, though, Trixie’s face filled her vision. Their lips met firmly, Trixie’s tongue forcing it’s way inbetween her lips without a moment’s notice. Twilight tried to clamp her lips closed, but Trixie was too deep inside. She flexed, keeping Twilight’s mouth open, groaning as she explored the inside of Twilight’s mouth.

“Haah…” Twilight groaned, her breath pulsing out as she felt her knees shake. Trixie’s kisses always tended to rob her of her strength. Behind her, she barely registered the sound of the inside lock clicking closed, sequestering them away from the rest of the world.

This room, designed by Rarity, was soundproofed from the outside. No pony could hear them, and they wouldn’t be able to hear anypony else. In here, the three of them had either designed, conjured, or purchased various and assorted devices. Strapons, harnesses, riding crops, gags, whips, ropes, handcuffs, and various other accessories of a sexual nature either hung from hooks and holders on the wall, or rested on a short countertop against the far wall. Some boxes held outfits, others held sturdier devices like vibrators… Smaller devices held the seldom-used aphrodisiacs they would now and then partake in… The rest of the room was dominated by cushions, and in the very middle, a large king-sized bed was sunk into the floor, the surface of the soft comforter even with the floor around it. From the ceiling hung sturdy rings for tying ponies up, and several more lined the walls here and there… The entire room was lit by dim lamps, or on one occasion, a candle whose aroma made them all subject to a powerful drug.

“My, my, Twilight…” Rarity’s voice pulled her away from pleasant memories, even as she felt the white unicorn’s gentle breath wash over her haunches. Twilight readily flicked her tail out of the way, exposing her drooling marehood. “Ooh, my… Twilight, you’re positively dripping! Now, I wonder what we could do with this…” Rarity’s lips pressed to the soft curves of Twilight’s rump, her hot breath making the poor unicorn shudder. If only she had her magic, she could have forced Rarity to lick her… Instead, she had to wait…

“Rarity, I-mfh!” Twilight tried to beg for more contact, but Trixie readily forced their lips together once more, her tongue still exploring eagerly. Twilight felt her knees shake as her desires began to rage unchecked.

Take me, make me yours, use me any way you want! Lick me, fuck me, tie me up, make me cum again and again and again, please, I’m begging you! Her thoughts screamed alone in her mind, unable to be voiced through the assertive tongue that was firmly undulating inside her mouth. She began to drool, her saliva dripping from her chin as Trixie’s tongue worked her jaw muscles to fatigue.

“Hmm… Twilight, would you like it if Mistress Rarity licked you?”

Yes, for the love of all things, yes… Please…

“Hnn…”

“I can’t hear you, darling…”

Trixie, please, let me beg… I want to feel Rarity’s tongue so badly…

“Haahhn!”

“Hmm, I don’t think she wants it…”

Curse everything that ever existed ever, I need to cum RIGHT NOW!

Twilight collapsed. Drooling helplessly, her legs gave out, her body falling to the lush carpet heedlessly.

“Ooh. She’s given up already. Usually she fights a little, and we have to wear her down…” Rarity smiled as she nudged Twilight onto her side. She obeyed, panting as she rolled over.

“Hmm… Personally, I’m a little disappointed…” Trixie teased, wiping saliva from her muzzle. “Still… I wonder how many times we can make her cum? She said she hasn’t done anything since our last session.”

“A whole month? Twilight, no wonder… You silly filly.” Rarity smiled as she nuzzled Twilight’s leg, rolling her fully onto her back. Twilight spread her legs willingly, her dripping core now oozing directly onto her tail. She whimpered helplessly as Rarity began trailing wet kisses up the inner part of her thigh, making the poor mare whimper and squirm.

“Hnn… Rarity, please…” Twilight finally found the presence of mind to beg properly. “Please, hurry up and- MFF!” Trixie’s lips plastered against hers once again, meeting with such force that Twilight’s head was forced down into the carpet.

“Please hurry up and what, Twilight?” Rarity groaned, her lips passing Twilight’s dripping slit completely so she could kiss the soft fur on her stomach. Twilight shuddered and fought to get away from Trixie’s kissing, but she couldn’t. The blue unicorn’s hooves held her face in place, keeping her from moving at all. Whimpering and drooling still, Twilight could do nothing. She had to wait. Her walls pulsed and flexed, just begging to be pleased.

“Hmm… Dear twilight, what have you done to yourself?” Her hips writhed, begging with all she could do, which was nothing more than whimper helplessly and squirm. “I guess she doesn’t want to be pleased… Which means she wants to please. Trixie, darling, may I?”

“Of course. Return the favor?”

“Naturally.” Twilight got a single moment to catch her breath before Rarity walked up the length of her body, settling her hips firmly onto Twilight’s panting mouth. Her lips were suddenly filled with Rarity’s dripping marehood, the delicious juices flowing fast and free. Her eyes closed, but she already knew… Trixie had turned around, presenting herself to Rarity. She had no choice but to get this over with as soon as possible. Her tongue spilled out, sliding inbetween Rarity’s damp lips, savoring the musky taste of the unicorn’s arousal. Above her, Trixie panted and Rarity groaned. From experience, Twilight knew better than to use her hooves… If either of the other two were to find out, it would end badly… Still, she wanted to touch herself… Her hooves ran circles on her own twitching stomach as she lapped sloppily at Rarity’s dripping core.

“Haah… Oh, Twilight… I bet you wish you could be licked like this…” Rarity panted, glancing down the length of her body at the mare between her own haunches. “Keep going, darling… If I cum, I might just return the favor to you next…”

“Haah… Rarity… Don’t stop…” Trixie moaned, pushing her hips back against Rarity’s muzzle. She obliged, her tongue noisily lapping at her partner in crime. Twilight’s hooves continued to circle her own stomach, daring to go lower and lower… Her breath began to shudder as she felt the edge of her hoof grind against her own soft mound. Rarity pulled away from Trixie’s dripping slit, peering down at Twilight.

“Hmm? Why are you breathing like that? Twilight, don’t tell me…” Rarity’s horn lit up as she grasped Twilight’s forelegs, lifting them straight up into the air. “Ahah! You were touching yourself, weren’t you?! Answer me!” Oh no… She had been discovered. Dread and anxiety filled her senses as she looked up at Rarity and Trixie.

“Y-yes, mistresses…” She moaned, her expression downcast.

“Tsk tsk, Twilight… I expected better of you. Ah well. You know what this means!” With a happy sound, Rarity slid off of Twilight, still holding her forelegs with magic. She and Trixie smiled at one another as they padded to the nearby wall.

“Hmm… Hoofcuffs or rope?”

“Oooh, rope most definitely. I’d like to see her stretched out.”

“Very good… Should we gag her?”

“I have a better idea. Let me see that…”

“Ooh, you naughty filly.” Twilight heard the conversation, but all she could see were their backsides… Rarity’s tail was even positioned in a way that she couldn’t see her marehood… Though the taste still lingered on her tongue. When the two turned around, though, their horns were alight with magic, holding several objects of a very concerning and arousing variety. Twilight gulped as Rarity pulled one such device taught.

“Since you can’t use your mouth properly and wait like a good little slut, we might as well shut you up.” The sickening peeling sound sent shivers down her spine, and before she could wrench her head away, the tape fastened itself over her closed mouth. She strained against it, but the sticky device kept her mouth firmly shut. She could only moan helplessly into it, her muzzle firmly secured.

“There we go… Now we don’t have to listen to her beg for it…” Trixie started untying the rope, letting the long coils loose. Twilight whimpered, tears welling in her eyes as she looked up at her captors.

“Oh, don’t look at us like that, Twilight. You know you want it.” Rarity teased. Twilight’s expression changed from pathetic to indifferent. She shrugged, as if to say ‘yeah, what of it?’ Rarity grinned as she levitated the tape back to it’s place, instead picking up a long, flat box. Twilight groaned at the sight. She knew what was in there. She had bought that set herself.

“Keep her hooves together, Rarity. I have to tie her up.”

“Will do, darling. I’ll prepare these, then.” Trixie moved in the way of Twilight’s vision just as Rarity opened the lid, her blue magic winding the end of the rope around her hooves several times. She felt the rope constrict tighter and tighter, pinning her hooves together.

“Come on, you.” Trixie grumbled, dragging Twilight closer to the center of the room. Just outside of the depression in the floor where the bed lay, they stopped. Twilight looked up, spotting the wide metal ring set into the rafter…

“Hmmf!” She moaned, feeling the rope begin to draw her higher up… Her weight settled on her shoulders and her wrists, and the rope only continued to rise… “Hmm! Hmm!” She groaned, feeling the discomfort start… She was laying on the small of her back now. And still, Trixie hoisted her higher… She only stopped when Twilight was completely spread out, just her rear hooves resting on the ground. Each heavy breath Twilight took hissed in and out through her nose, her chest heaving as she looked helplessly at her two captors.

“Look at that…” Trixie teased, walking a wide circle around her. Twilight whimpered as she lost sight of Trixie, her tail swishing side-to-side. “Spread out and dripping wet… Goodness, Twilight, you’ve no sense of decency, do you?”

“Hmmn…”

“Hmm? Oh, my… Trixie, I must say… You certainly have a way with ropes.” Rarity smiled as she rose to her hooves, turning around with the contents of the long, flat box in her magic. Twilight’s breathing intensified as she looked at the devices floating about Rarity. “Look at her… she’s just ready for it… Trixie, could you fetch the leg-spreader?”

“With pleasure…” Twilight heard clinking and jingling from behind her, and no matter how she turned, she couldn’t see it. She knew what was coming, but she couldn’t see it… Trixie’s magic gripped her rear hooves, spreading them firmly apart. The cuffs fastened around her legs, and once Trixie released her, she tried to flex her legs, to close them… The leg-spreader was designed that no matter how hard Twilight tried to close her legs, the metal rod inbetween two hoofcuffs kept her spread apart. Now she was completely open and helpless. She sagged against the rope, hanging helplessly as her center seeped even more fluid.

“Hmm… I just have to get a taste of this,” Rarity leaned forward, her breath washing over Twilight’s core as she took her sweet time in dragging her tongue over the entirety of Twilight’s dripping, twitching slit.

“Mph!”

“Haahh… Delicious… Trixie, come have a taste…” Twilight whimpered as Trixie repeated the motion. It was everything she wanted, everything she ached for… But it wasn’t enough. She was on the edge. Hovering. A simple brush, the slightest bit of contact, and she would cum. She knew it.

“Oh yesss… That’s incredible. And look, there’s so much of it…”

“Twilight’s always been a squirter… I’ll be we can make her cum a river.”

“Let’s do it, then.”

“Oh, but just look at that face…” Rarity moaned, staring directly into Twilight’s eyes. “Just look at the hurt in those eyes… She wants it so badly…”

“Hnn…”

“Ooohh… Rarity, need some lubricant for those? I’m dripping over here…”

“Brilliant idea, Trixie…” Twilight’s head drooped as Trixie spun around, flicking her tail out of the way, exposing her own soaked marehood. Rarity hummed softly as she guided the device against Trixie’s dripping lips, rubbing it up and down…

“Rarity… How bad would it be if I came before she did?” Trixie groaned, swaying her hips back and forth…

“Do it, darling… Show Twilight what she’s missing out on…” Rarity rubbed them up and down faster, her hoof raising to flick Trixie’s swollen clit. The blue unicorn whimpered as she was subject to the sudden sensation of being pleasured, her lips oozing more liquid. Twilight saw the device spread her apart, manipulating the pink lips, spreading her open then pulling away to let her own muscles close her again… She was so wet, it dripped from her core, glistening on Rarity’s hoof. Twilight squirmed and flexed against her bonds, but couldn’t move an inch.

“Haah… Rarity, I’m cumming… Hnn- aaaaahhh…” With a long, drawn-out sigh, Trixie released, her center twitching directly in front of Twilight’s eyes. She whimpered into the tape gag, her own center aching painfully. She wanted release. She wanted what Trixie had. She wanted to cum. And so help her, she wanted it now…

“There we go, Twilight.” Rarity teased. “Nice and wet for you… Are you prepared?” Rarity levitated the device in front of Twilight’s face, letting her see how it shined and glistened in the low lighting.

“Hmmn…”

“I can’t hear you, Twilight…” Rarity waved it back and forth more. Twilight stared intently, her eyes following it, wanting it more and more…

“I think she wants it. Look at that…” Trixie motioned. Twilight was dripping now, her arousal falling to the carpet beneath her spread legs. She whimpered and squirmed, flexing against her bonds with as much force as she could.

“Oh my… Yes, I think so… Very well, Twilight… You’ve waited long enough. Open wide…”

“Hmmn!”

“There you go…” Rarity maneuvered the object of her desire inbetween her haunches, pressing the very head against her…

“Do it, Rarity.”

“Here goes…”

Twilight’s rosebud opened for the anal beads willingly, accepting it readily. The combination of her own juice and Trixie’s made the first one slide in with absolutely no resistance… The second entered as easily as the first… Twilight whimpered as she flexed around them, feeling the pressure build in her crotch. She was so close… Just one more…

“That’s enough for now, don’t you think?” Rarity teased.

“HMMMM!” Twilight grunted against the tape gag, writhing as hard as she could manage.

No! No, please, just one more!

“HRRMM! HRRRRMMMMRHMM~” Twilight’s body writhed to and fro, her throat vibrating as she vocalized all she could.

“No, I think that’s enough, dear Twi… You can’t handle more than two…”

“Oh my goodness, look at her…” Trixie chuckled as Twilight bucked and lifted herself up, praying, hoping, just plain begging for one more. Rarity wouldn’t give it to her, and that made her more furious than ever. Her cheeks were flushed, her eyes were clenched shut, and she pulled down on the rope. Something, anything, to give herself just a small bit of pleasure. The desire that had built up over the past month raged through her like a fire, burning away every last bit of decency she ever had. She grunted and cursed at the two of them, praying for an end, praying for release… She was on fire, burning to death before them, and they wouldn’t put the fire out… She flexed around the two beads inside of her, trying to get them to shift, or move, trying to cum, trying so hard to get that last… Tiny bit of pleasure…

“HMMMMMMMMMMMMMMMMMMMMM!” Louder than ever, Twilight groaned, right as Rarity mashed the third bead in.

It was like being born anew.

Pleasure and relief thundered through Twilight, her heart hammering louder in her ears than even the wet, splattering noise of her copious squirt. She gushed and moaned and twitched, her body sagging against the ropes.

“Holy fuck,”

“My goodness, darling… That’s what you get for holding back for so long.”

Twilight’s vision dimmed to a long tunnel, her entire body feeling weak in the aftermath. She was still dribbling a thin stream from her twitching center, which, remarkably, didn’t feel sore at all… If anything, the slippery wet feel of her squirt aroused her more. She swayed her hips, blushing as she moaned into the gag.

“Another.” Trixie moaned. She gripped the anal beads and pushed them in. The fires started anew, urged on by the fourth and fifth anal beads. Now just the small ring attached to the string holding them all together dangled from her ass, while the five beads rubbed together inside of her. She flexed around them, whimpering as the pleasure began…

“She knows how to moan if it’s too much.” Rarity muttered. “I guess this is our chance to see how much dear Twilight can take…”

“Hnn.”

“See? She approves. Get me the dildo.” Twilight groaned at those words. Yes, a dildo… Penetration… Oh, she wanted it…

“No more games, Twilight. You’re ours now, and I plan on making you cum as much as I possibly can. Take this!”

Twilight grunted as her second orgasm forced the dildo right back out. It tumbled to the floor, landing in the dark spot of her release as she squirted more onto it. She was vaguely aware of Trixie licking her pulsing center as she came, but it didn’t matter. She was too far over the edge to care. In the back of her mind, she counted. Two.

“Put that back in there.” Rarity shoved the dildo back inside, making Twilight shudder yet again. She slid it in and out just a little, but that was enough. Twilight whimpered as she came yet again, her walls flexing around the thick shaft. Three.

“See if she can fit this in there, too.” A soft, mechanical buzzing came to her ears, and she felt the vibrations as Trixie slid the bud into her as well. It buzzed past her Clitoris on the way in, making her cum yet again. Four.

“Now, to move it all around.” Rarity lifted her hoof, grinding it against Twilight’s stuffed opening. The simple pressure shifted the dildo inside of her, making her shudder and groan as the pleasure erupted within her. She dribbled thin liquid against Rarity’s hoof. Five.

“Delicious.” Trixie lapped at Twilight’s cum, smiling as her tongue slid over the soaked fur of her coat. “Let me get her with my tongue.” Rarity pulled her hoof away, letting Trixie run her wide, flat tongue over the entirety of Twilight’s dripping core. She groaned and arched her back, whimpering as the clitoral stimulation sent her over the edge. Six. Her strength was beginning to flag… She wasn’t going to last much longer against the onslaught…

“Hmm…” She moaned, ready to give the signal to take a break. “Hmm h-“

“Haah… Slurp.” Trixie attacked her clitoris directly.

Twilight came a river. Seven.

“Hmm-Hmm-Hmm!”

“That was three in a row… I don’t think she’s done yet.” Rarity took over for Trixie, her tongue pulsing against Twilight, going so far to even lick at her stuffed asshole. She shuddered, unable to even get the breath to moan. Her thighs were quivering, her legs almost completely soaked from the repeated orgasmic releases. She added a little more to the puddle, whimpering helplessly. Eight.

“Lessee how she likes this…” Trixie leaned in, and as soon as Twilight watched her lips disappear inbetween her thighs, she felt a flash of pain.”

“HRM!”

“Ooh… Look at that… She likes it… Rarity, bite her ass…”

“Oh, yes! Good idea!” Rarity disappeared behind her, and as soon as Twilight felt her hot breath, another flash of pain… Or was it pleasure? Nine… Celestia help me, I’m going to die here…

“Harder.”

“HMMMMMM!”

“Fuck me, I love that sound… Do it again…”

“HMMMM-MM-MM!” Twilight was crying now, her eyes dripping salty tears onto her coat as she came again. Ten. This is the end. I’m done.

“Last one, Twi. I promise.”

“Hnn…”

“Haaahh…” This time, the pain faded into pleasure faster than ever. Twilight twitched, her throat feeling like it was going to rip apart as she screamed directly into the tape gag. Eleve- Blackness.

“Twi? Twilight? Darling, wake up…”

Her lips felt numb… She couldn’t feel her legs… What was wrong with her?

“I think we should call a doctor…”

“No…” Twilight croaked weakly.

“Twilight! Darling, are you okay?!” She felt Rarity nuzzle against her neck. She was warm. Twilight involuntarily curled closer, whimpering as she felt the soothing warmth stay with her. Another warmth joined her side, both of her lovers pressing close.

“’M fine… I think… Are my legs there?” Trixie chuckled at her silly question, nudging her leg. There it was, she could feel it… The tingling faded away into feeling, and she could work her lips yet again. She was fine. Dehydrated and weak, but fine…

“You scared us for a moment there, darling… You just slumped, but you kept cumming… It was scary…”

“Hnn… ‘M sorry…” Twilight muttered.

“Don’t apologize, Twilight… We’re sorry. We should have taken it easier on you…” Trixie nuzzled her shoulder softly, pressed close against her side. Twilight smiled weakly, her foreleg wrapping around Trixie.

“It’s fine, Trix… Rarity… I lived, didn’t I?”

“The carpet didn’t, that’s for sure…”

“Shush, you. Small price to pay for-“

“Eleven orgasms?”

“Were you counting?” Twilight nodded at Trixie’s question. “Well fuck… See, she was fine!”

“Oh, whatever… I’m just glad she’s okay…” Rarity nuzzled close. It was then Twilight realized they were laid out on the bed, the three of them curled close… She felt tired once more… She needed sleep… Her eyes closed as she started to drift off… Still, one question needed to be asked…

“Same time next month?”

---------- Notes from the Author ----------

Holy fuck.

I wrote this and “Twisted” in the same night. With an hour to spare until shift change.

There’s 12k words of filthy pony clop (in 7 hours) for you folks!

Stay tuned, more to -cum- in the days ahead!

I GOT A MILLION!

Takedown

Blossomforth, Flitter, Cloudchaser, Carrot Top and Colgate team up on Rarity

Thanks to FlimFlamBros. for the request!

This chapter will contain non-human pony clop.

Categories: Group, Random, Orgy, Gangbang

Warnings: Moderate foodplay (With giant carrots) and group elements. Should be okay.

Quick note: The original request came with these specific quirks: Blossomforth was SUPER flexible, Flitter and Cloudchaser are twins with the hots for eachother, Carrot Top used carrots as strapons to bang others, and Colgate has a HUGE horn fetish. I cannot remember if Colgate is male or female (Seems kind of androgynous, you know?) so for the sake of keeping this an all-lesbian orgy, I’m writing (It/him/her/them) as a female. I just know that (His/her/their) canon name is “Minuette.” Seems feminine to me… Also: Dat tail. I have an odd thing for ponies with really well-styled manes and tails. That’s why Roseluck is my favorite. Also: Blossomforth is apparently a pegasus clone of Twilight… Same mane and tail style. I am not okay with this >.>

“Takedown”

~-~-~-~

“Good morning, Rarity.” The voice accompanied the jingling of the bell above the door, making the white unicorn look up from her work. She blinked in the bright light for a moment before making out the pony in the doorway.

“Oh, Carrot Top! Is it time for the delivery already?” She flustered for a moment, drawing the curtain around her workstation. Her current item was of a sensitive nature… “I had nearly forgotten that it was Friday.”

“Yup. Where would you like me to put them?” Carrot Top grinned as she hoisted a large basket of produce through the door.

“In the kitchen, darling… If you don’t mind.” Rarity hummed happily as she held the door open for the burdened earth pony. Carrot Top smiled at her, shuffling through the door with her load.

“How’ve you been doing, Rarity? Been a while since we’ve been able to chat.” Carrot Top slipped through the store, wobbling with the basket upon her back, but thankfully not spilling her load at all. Rarity followed, her magic ready to catch the large basket should it tip over.

“Fine…” She said absently, only giving a full answer once they had deposited the delivery in her kitchen. “Aah. Business is good,” She muttered, smiling with relief that her displays hadn’t been ruined by an avalanche of produce. Was it just her, or was this month’s delivery larger than usual? She shrugged it off to chat with Carrot Top for a few. “I’ve got quite a bit to stay on top of with fall coming up… Honestly, I can hardly find the time to even go to market anymore. I’m so glad you’ve started making deliveries.”

“Aah, no issues… You’re just up the road from the market. It’s no problem bringing a basket or two up every month.” Carrot Top excused herself to sit on the ground for a moment. Rarity realized Carrot Top was lathered in sweat and dust.

“Darling… Did you walk that basket all the way here from market?” Rarity asked, stepping closer.

“Hmm? Oh, yeah. I did.” She answered absently, waving a hoof. Rarity blinked, a little stunned. The market was six blocks away, and that massive basket of produce had to have weighed well over a hundred pounds. Even with her magic, Rarity would have struggled carrying that much. She blushed a little, noting that Carrot Top was breathing a little heavier, too…

“Darling, you look positively flustered. If you’d like, you’re welcome to shower here, catch your breath?” Carrot Top looked at her for a few moments, her expression blank. After a short pause, though, she smiled.

“That would be amazing, Rarity. Thank you.”

“No problem at all, darling! I can’t let you back onto the road when you’re that tired. Come, I’ll show you the bathroom.” She led Carrot Top upstairs, out of her boutique and into her home proper. “The bathroom is in there, spare towels and toiletries are in the cupboard. If you need anything else, darling, don’t hesitate to ask.”

“I should be fine, thank you.” Carrot Top beamed happily before slipping into the bathroom. Rarity let her be, feeling happy that she was still living up to the element of generosity. Nevertheless, she had a commission to complete. Re-entering her work area, she had just barely picked up a needle and thread before the doorbell jingled once more. With a soft sigh, she set her work down and went to go see who it was.

“Oh. Blossomforth, good to see you.” Rarity smiled at the white-coated pegasus that had just stepped into her door. “What brings you to Carousel Boutique?”

“I had a question, honestly…” Blossomforth smiled as she stepped forward. “I, uh, heard about the work that you do for Flitter and Cloudchaser…”

“Oh… Oh! Darling, regular business hours are hardly the time to discuss such sensitive things…”

“Oh really? I… I’m sorry, Flitter told me any time was okay…” She appeared crestfallen. Rarity whimpered softly at the hurt expression before giving a soft sigh.

“Hang on one moment… I’ll just go close shop for a few minutes.” She smiled warmly at the colorful pegasus before slipping to the front door and flipping the sign around. It read ‘be back in ten minutes’ as Rarity pulled the blinds on the store. Before closing the last one, however. She spotted two ponies that she needed to have a discussion with. Rarity’s eyes narrowed slightly as she opened the door for a moment.

“Psst. You two.” Flitter and Cloudchaser perked up and looked around for a moment. Flitter noticed first, tapping her sister on the shoulder and pointing.

“Oh! Hey Rares, what’s up?”

“I need to speak with you two. Come in for a moment.” She gestured.

“Uuh… Okay…?” Cloudchaser mumbled slightly, she and her twin sharing a quick look before they slipped inside Rarity’s boutique. “Oh! Blossomforth! Good to see you.”

“Hey guys.”

“Now then.” Rarity cleared her throat, cutting the three pegasi off before they could launch into a discussion. “Blossomforth here just said she had heard about my… Ah… Private services from you two.”

“That’s right! We told her about your little side deal, and what you’ve been doing for us-“

“Right. Pardon the interruption, darling, but I can’t just have everypony knowing what I make in my free time! I have a reputation to uphold! If word got out that I was making… Those things… Why, I’d be ruined! Ostracized! I’d be just another sick pony with a fetish that-“

“But… You are a sick pony with a fetish.”

“A fetish that must never be made public. Now, you must promise me that you will not share this with anypony else.” Rarity blinked for a moment before narrowing her eyes at the twin peagasi. “You haven’t shared this with anypony else, have you?”

“Eer…”

“Cloudchaser…” Rarity growled.

“There was one other… Aside from Blossomforth…” She muttered, blushing a little.

“Tell me now.”

“Colgate…?”

“The dentist? Really?”

“Mmhmm…” Rarity sighed softly, covering her face with her hoof.

“Blossomforth, darling… Please go and fetch Colgate for me, would you? It seems I need to have a conversation about discretion… Honestly! Try and indulge in one passion or another, and suddenly you’re chased out of town…”

“S-sure, Rarity.”

“And you two.” She turned on Flitter and Cloudchaser. “I’m going to have to ask for an additional fee with you latest commission.”

“That’s fine.” The two shrugged indifferently. “We didn’t know it was an issue… Paying a little more for your trouble is fine.”

“Good.” Blossomforth excused herself silently, flapping off to go fetch the blue unicorn. “Now, why would you tell Colgate? What association do you two even have with her?”

“She’s… Well, she’s really good at preening. We went in for an annual checkup, but things got out-of-hoof, and… Well…”

“Aah. Say no more. What my customers DO with my purchases shall firmly remain in the realm of anonymity.” Rarity turned away, now impatiently pacing through her boutique. Flitter and Cloudchaser shrugged before chatting about one thing or another… Surprisingly enough, it didn’t take Blossomforth longer than two minutes to return with Colgate. Rarity peeked out of the blinds, reassuring herself that nopony was suspicious of Carousel Boutique closing at the odd hour, nor the group of ponies gathered within.

“You know, I was planning on visiting tomorrow,” Colgate muttered shyly, glancing at the group of ponies. Rarity gave the dentist unicorn a reassuring smile before addressing them all.

“I just want to make one thing absolutely clear here…” She raised her head, looking down her muzzle at all of them. “What services I offer were offered in confidence. Should the public be made aware of my other skills, I fear for the reputation of my business. Therefore, I would kindly request that any more talk about… Ahem…”

“Lingerie.”

“Well, yes… About lingerie remain amongst us here. I am, first and foremost, a dress maker. A tailor. A seamstress and an artist… I’m not an… An underwear manufacturer. Nor shall I be labeled as such.”

“But… You’re good at it-“

“Darling, I’m good at everything I do… But that doesn’t mean making scanty panties for ponies won’t get me chased out of ton. Goodness, have you seen how conservative the simpletons are around here? Such a progressive thought as exotic sexual wear would be shunned immediately.” Rarity shuddered.

“You know, she has a point.” Flitter muttered.

“Yeah… We honestly weren’t thinking, Rarity. I guess pegasi are just more… Open minded than your average pony.”

“It’s fine, dears.” Rarity waved a hoof. “Just… Promise you won’t spread it around more? I’ll gladly work on pieces for the four of you, just… You know… Let me tell other ponies myself.”

“I understand.”

“Sure.”

“No problem.”

“I’m okay with that.”

“Very well.” Rarity smiled at them, thankful they had reached an agreement. “As long as I have the four of you here, do you have any questions for me?”

“Ooh! I do!” Cloudchaser perked up. She bumped Flitter with her rump, grinning slightly. “Can we see what you have made so far?”

“Eer…” Rarity blushed a little. “I normally don’t show my work until it’s finished… It loses the mystique at that point-“

“Aww, come on.” Flitter pouted at her. Rarity’s mouth opened and closed a little, trying to find a reason to deny the curious pegasus.

“I’d like to see exactly what it is you do, anyways…”

“Yeah, I’m pretty curious myself…”

“See? We all wanna know what it looks like.”

“Urgh. Fine. Come on,” Rarity sighed and led the cheerful group of ponies into the other room. Using her magic, Rarity unceremoniously pulled the curtain on her workstation aside. “Mind you, this isn’t nearly finished… I still have some hemming and embroidery to handle. But I’m sure you can see the overall outline rather we-“

“By Celestia, that’s so bucking hot.” Cloudchaser cut her off, the pegasus’ mouth hanging open as she looked over the joined pieces of scanty clothing. They were, more or less, modified crotch-less panties that would fit a pegasus. “I mean… I knew what we were asking for when we told you what we wanted, but… By the heavens…”

“Oh. Well… Thank you?” Rarity glanced over her shoulder at the twins. Cloudchaser’s expression was blank, though her cheeks were flushed bright red. “Darling? Are you okay?” She looked around for a moment. “Where’s Flitter?”

“Oh… Uh, she’s…” Blossomforth’s head was craned sideways, as was Colgate’s. Rarity narrowed her eyes, trying to see what it was they were looking at… Slowly, Cloudchaser’s wings tucked back against her body, and Rarity saw exactly what her twin sister was up to.

“Oh… Oh, uh… Darling…? You… You shouldn’t be doing that here…” She muttered, feeling rather embarrassed at the sight. Judging by the position and the wet noises emanating from Cloudchaser’s backside, Flitter was engaged in cunnilingus. A rather loud and sloppy variety, it seemed… In front of four other ponies, Rarity wondered how Flitter could just abandon all sense of decency and get right down to it in the middle of the store.

“I don’t think she’s listening…”

“I don’t think she can hear you! Listen to that!” Colgate leaned in, even as Cloudchaser began to moan. Even from this distance, Rarity could hear the wet, smacking noise of oral sex. The way Flitter’s head bobbed up and down, she was really going at it! Rarity’s thighs squirmed slightly as she tried to look anywhere but at the pegasus and her sister. Colgate’s voice drew her attention back, though. “Woah! Blossomforth, how can you bend like that?!”

“Huh?” Rarity’s head swung to the side, only to spot Blossomforth, or what she would suspect was Blossomforth… The tangle of wings, limbs and neck seemed unintelligible. The pegasus was shamelessly spread apart, her forelegs holding her hind legs open while her head arched at an impossible angle… Rarity could clearly see the way the pegasus’ pink tongue pushed out, running over her crotch, spreading thin, clear wetness all over.

“Oh for heaven’s sake…” Rarity moaned, rolling her eyes. “Let’s just forget decorum and devolve into some helpless orgy!” Her breath huffed as she looked between the other four ponies… Who were all very pointedly staring at her. Flitter’s chin dripped with arousal, and Blossomforth’s eyes were wide, her tongue still caught mid-lick. Rarity realized what she had just said. “Oh, uh-“

“I think she meant it.”

“She totally meant it.”

“We’re really going to do this, aren’t we?”

“Heck yes we are! C’mere!” Colgate lurched forward suddenly. Rarity hardly had a moment to react, her head dipping low.

Big mistake.

“Haah-omph!” With a hot breath, Colgate’s mouth wrapped around Rarity’s horn, enveloping it all the way to the base in a slippery, delightful inferno.

“C-colgate?!” Rarity whimpered, shuddering as the other unicorn’s tongue began to slide over her horn… She teased every last ridge, rubbing the very tip of her tongue into each crevice and contour. For unicorns, a horn was every bit an extension of their brain as it was a tool to direct their magic. In short, it was extremely sensitive… And the way Colgate was sucking and licking, Rarity was rendered helpless. “Haah… D-don’t stop…” She whimpered. She wasn’t sure what it was about the blue unicorn’s mouth around her horn, but she was shuddering and aroused in an instant. Not that Flitter’s brash action or Blossomforth’s display of flexibility hadn’t done that already.

“Hmm…”

“Aah!” Rarity gasped as Colgate hummed into her horn, sending the vibrations down her flanks suddenly. Helplessly, Rarity began to drool.

“Oh wow. Look at that…” Blossomforth’s voice came from behind Rarity, making her try to turn around, to see where the flexible pegasus was. Colgate didn’t give her an inch. With a firm suck and just a little pressure from her teeth, Colgate kept Rarity rooted in place. “Are unicorn horns really that sensitive? I mean, you’re just sucking on her horn, and she’s already wet…” Rarity felt her tail gingerly lifted off and to the side, exposing her rear end. She whimpered helplessly, trying to close her legs, but Blossomforth had already leaned in.

“Haahn!” Rarity gave a breathy gasp as she felt Blossomforth’s tongue slide into her, spreading her aching walls apart smoothly. The pegasus was relentless and smooth, no amount of flexing or whining complaints from Rarity dissuading her. Meanwhile, Colgate continued to lick and tease, which really wasn’t helping how wet Rarity was getting.

“Oh wow, you guys…” Flitter panted. “You’re really going at her! Mind if we jump in?” Blossomforth pulled away from Rarity’s marehood, her hot breath pulsing against the sensitive flesh with each word.

“Come on in. She’s REALLY wet back here…”

“Ooh, is she? Lemme see, lemme see!” Rarity couldn’t do a thing against Colgate’s gentle ministrations, but she saw Flitter and Cloudchaser circled around her to either side. Her tail was lifted up and out of the way, and two of the three ponies spread her hind legs apart even more. She flexed and whimpered, trying to close her legs, to cover herself, but she was completely spread apart. Nothing she could do…

Nothing she wanted to do. Three sets of hot, panting breath washed over her haunches as the three ponies behind her leaned in, sniffing slightly.

“Oh my goodness… She smells so good…”

“I wanna taste it.”

“Together?”

“Always.”

“Hnn-aahhh!” Rarity gasped as she felt two tongues press against her sensitive marehood. She was shuddering hard then, whimpering as the twins set in on her eagerly. They licked and kissed, moaned and groaned, whimpered and touched everywhere back there. Rarity felt it all dull over into this wonderful mist of sexual indulgence… If only she had been wearing some panties when they first started… “Ooohhh…” Still drooling, Rarity felt her undeniable release approach rapidly. It welled up within her, coiling around her insides like some pulsing, living thing… Her twitching center dribbled onto the floor. She thought she could hear it dripping onto the tile, but it didn’t sound so… Solid. Glancing down, Rarity was just barely able to see Blossomforth, yet again twisted at an impossible angle, with her mouth open right where Rarity’s juices were dropping. She was alternating between licking herself and catching the mixtures of arousal and saliva dripping from Rarity’s marehood.

“Hmm-“

“HNN!” Another moan from Colgate pushed her over the edge. Panting heavily, Rarity loosed her muscles, her walls twitching spasmodically as she came. Flitter and Cloudchaser noisily lapped at her crotch, and whatever they missed fell into Blossomforth’s open mouth. Colgate moaned again, making Rarity twitch and pant all the more. She came long and hard, dribbling wetness like she couldn’t possibly control herself. Eventually, the twins pulled away, making out with one another. Rarity felt her tail let loose, falling to cover her shameful arousal yet again. Colgate pulled away from her horn, his mouth trailing sloppy strings of saliva. In the absence, Rarity could feel the cool air inside her boutique washing over her horn, making her shudder all the more.

“How was that, missy?” Blossomforth untangled herself and stood up, grinning at Rarity. Flitter and Cloudchaser had devolved into a moaning, whimpering pile of pegasus flesh. Rarity could only see them licking and kissing, panting and gasping. If she hadn’t just reached climax, she might have found it arousing. But as it stood, she just wanted to shower and go to sleep.

… The shower.

With a horrified expression, she looked over at the doorway.

“Welp.” Carrot Top grinned, leaning against the door frame with a devious look on her face. “Looks like miss priss has a dirty side.” Rarity’s heart was hammering in her ears. She had been found out! What’s worse, by a market pony! The market was a hub of gossip and secrets, lies and deceit… Every farmpony for miles around would come and chat while they shopped. If Carrot Top told even a single soul about Rarity’s pastime, she would be ruined!

“This… Isn’t what it looks like.”

“Oh?” Carrot Top glanced at Blossomforth, who had managed to bend and twist herself in among Flitter and Cloudchaser. “Looks like a good old-fashioned orgy to me.”

“B-but…”

“But nothin’, Rarity. C’mere. I got something for you.” Carrot Top beckoned Rarity forward, a wide smile on her lips. Reluctantly, Rarity followed, with Colgate close on her tail. Carrot Top nodded towards the workstation. “Might wanna grab a pair of those to come with… Somethin’ sturdy.”

“B… Beg pardon?” Rarity asked, her eyes wide.

“I said, grab some panties, and make them sturdy.”

“I… I… Uh, okay…” Rarity blushed deeper, going to fetch the garment Carrot Top requested. A pair of sturdy display underwear, meant to act as a baseline for other designs, floated onwards as she and Blossomforth joined Carrot Top in the kitchen. “Darling, I just want to explain-“

“Nothin’ to explain, Rarity.” Carrot top cut her off, nosing through the basket of produce. “Put them on me.”

“The wha-“

“Put the panties on me.” Carrot Top gestured with a flick of her hail, her muzzle still sifting through the assorted vegetables. Rarity and Blossomforth shared a look before Rarity hovered the panties forward.

“L-lift your leg, darling. One at a time. There we go…” She flushed deeply, pulling the fabric up Carrot Top’s legs. The residual horn job was making her magic act oddly, as if she couldn’t quite control it. Nevertheless, she managed to raise the panties up around Carrot Top’s rump, firmly covering the earth pony’s center. She could hardly help getting aroused once more… Rarity REALLY enjoyed dressing other ponies… Or, more specifically, undressing… By the time the panties had been centered around Carrot Top’s full rear, Rarity was panting again.

“You see, Rarity…” Carrot Top turned around, holding a rather large carrot in her hoof. “I’ve actually been looking for a pony that could fulfill some… Needs of mine. Now that I know the local seamstress can help me out… Well, your secret’s safe with me. That much is for certain.” Carrot Top smiled as she rose up onto her hind legs, maneuvering the carrot down her front. “On one condition.”

“A-anything, darling!” Rarity flustered, her eyes glancing between Carrot Top’s face and the destination of the carrot. The earth pony mare lifted the hem of the panties, sliding the base of the carrot into them. Rarity thought she very well would begin masturbating with the carrot, but once it was centered half-in and half-out of her panties, Carrot Top released it. The carrot jutted out, and thanks to it’s size, looked incredibly suggestive. Rarity flushed both upstairs and down.

“You need to let me fuck you with this.”

“W-with a carrot?!” Rarity’s jaw dropped at the incredulous statement.

“With a carrot.”

“Oh my Celestia… Do it, Rarity. I gotta see this.”

“What’s going on in here?”

“Is Carrot Top in on this, too?”

“Why’s she wearing the carrot like that?”

“Oh fuck, are you gonna do Rarity with that?!”

“Sweet Luna, I hope not-“

“Oh I am. Trust me.” Carrot Top smiled as she ran a hoof up and down the carrot’s underside, nudging and moving it just a little. Rarity swallowed hard. Despite the disgusting notion of being penetrated with produce, she was rather aroused… In fact, her twisted little mind was beginning to fashion a design for panties with a faux stallionhood attached… Why, she could make a killing in sales to same-sex couples! Flitter and Cloudchaser would certainly benefit from a sexual device attached to a sturdy pair of panties. She would call it a strap-on.

“Very well. For my reputation, I’ll endure this.” She slowly turned around, flicking her tail to the side. “Go on and do it, Carrot Top darling.” She whimpered.

“Here, I’ll get her loosened up for you.” Colgate strode forth, boldly wrapping his mouth around her horn once more. Rarity shuddered in the sudden pulse of pleasure, her vision blurring slightly. Colgate was REALLY good at sucking her horn… As her thoughts began to dull and run together into a pleasured mess, she opened her legs more, exposing her pink and damp center to Carrot Top.

“Huhn. She really likes that, doesn’t she?”

“Mmhmm-“

“AAHN!” The vibrating moan was borderline painful. Rarity whimpered, gushing a little bit more of arousal. Carrot Top ran her tongue over Rarity’s wet core once before rising up onto her back legs. Her fore hooves rested on Rarity’s lower back, and she could feel the very tip of the carrot press against her…

“Put it in.”

“Do it, Carrot Top…”

“Flitter, c’mere-“

“Here goes.” Carrot Top’s hips pushed forward, and Rarity came instantly.

“Hnn-GUH!”

“Fuck, already?”

“Don’t stop.”

“Wasn’t planning on it. I hope you’re ready, Rarity…” She most certainly was… Despite the mess they were all undoubtedly making, Rarity let loose all her pent-up desires, and tried to forget that it was a carrot inside of her… The rough texture faded away as the vegetable was soon coated in her arousal, sliding in and out smooth and easy. Whimpering, Rarity came twice before it was all over.

“Haah… Done…” Carrot Top muttered. “Help me get these off, Colgate. I don’t think Rarity can do a damn thing…” True enough, the white unicorn had collapsed, lying in a heap of saliva and feminine ejaculate on the kitchen floor. Alongside her were Blossomforth, Flitter, and Cloudchaser, the four of them all stretched out next to one another. The last thought Rarity had before she lost consciousness was just one word…

’Fabulous…’

----- Note from the Author -----

That was… Intriguing. I asked for a challenge, and I most certainly received one. Heh. Hope you enjoyed. Sorry to FlimFlamBros. for the delay. Between taking a weekend break and PC upgrades taking a while, this chapter took some time to get uploaded. I finished it Monday night at work, but I didn’t get my PC back until Wednesday, today... So I couldn’t upload it. Inbetween Monday and today, though, I worked a little bit on Archmage and the Silver Spoon fic. As it stands, we have three chapters on Archmage that need review before upload. Iroh will be free again this Friday, and I hope we can hash them out over the weekend. Keep your eyes peeled, folks!

For Science!

Pinkie Pie, Twilight, and Zecora gangbang a human female

Thanks to TheJakemeister for the request!

This chapter will be a cross-breed of human and pony clop.

Categories: Gangbang, Human, Pony, 2nd person

Warnings: Nothing too major for this chapter, but it is my first attempt writing 2nd person. A friend told me it’s akin to narrating a D+D Session, without player input. So we’ll see how this goes.

“For Science!”

~-~-~-~

You groan and run a hand through your messy tangle of hair. Apparently, showering before bed is a horrible idea and should be avoided at all costs. Wincing, you manage to drag a brush through the tangled snarl and return your hair to some semblance of normalcy. Thankfully, it’s a Saturday, which means you don’t have a thing to do. Aside from ponies. With a warm grin of satisfaction, you plop down in the comfortable computer chair at your desk and boot up the home-built PC. Humming happily, you wait for the logon screen to pop up before entering your password. It takes a little while, but as soon as the computer is all ready to go, you open up the web browser and check all the latest sites…

Sadly, the streams are down, and it doesn’t appear as if any of the high-definition links to youtube are working… A quick search, though, and you’ve found it. You can always count on memebase to pull through. And it’s in high-def, too! You pull your feet up onto the chair and hug your knees as the episode begins to play…

You are secretly a brony. A female brony, but you don’t really go out of your way to call yourself a pegasister. The fans who do always seem to be a little immature and maybe a little pretentious. Online, you’ve addressed yourself as a brony, which thanks to your less-than-feminine decorum, has led to the mistake of you being addressed as ‘dude’ several times. Does it bother you? No… No, not really. You just smile and shrug it off. Your friends call you dude all the time anyways. The few real ones you have…

It appears watching a show that the world has ostracized as a children’s show has earned you a black flag among the friends you had from high school. It doesn’t bother you that much, but you wish others wouldn’t be so judgmental of a show they’ve never even seen… They don’t look at the memes, or listen to the music, or read the fan fiction. You do. All of them.

Even the clopper’s material. And to be honest, you love it. More than once have you reached climax checking out the R63 photos of the Mane 6, or that one with Fluttershy giving Rarity a hornjob… Secretly, you’ve always wanted to find another brony who shared your same sexual tendencies… But even among the most accepting and tolerant fanbase in the world, that’s tough to find. So you submit to the solo sojourn day in and day out, doing what every other brony does. You suffered through the wait for season three, you were enraged when Derpy’s loveable voice was changed, and you squealed as hard as any fangirl ever has in the history of ever when Chrysalis and her changelings were revealed. The ups and downs of the fandom are there on your lengthy career of ‘Brony.’

So this morning’s episode is just as epic as ever. It even has a musical number! You take a moment to go back and listen to it again. The remixes are going to be numerous and incredible. When the episode wraps up, you’re left with a sense of longing for next week’s episode, but you’re satisfied with what you had. You know that in the days to come, there will be tumblr posts, memes, and maybe some awesome songs. You’re excited. The internet is abuzz with discussion about the episode. You are, for the first time in the twenty-four years of your life, happy. This show really has a way of making you feel that way…

And then the phone rings. You’re loathe to interrupt your warm morning with ponies, and indeed were just about to visit a prominent clop blog to settle in for a little finger action, but you cannot ignore your duty.

“This is Sam.” You answer the phone.

“Yo. Pull your fuckin’ panties up and come into work. We need you today.”

“What? Dude, today’s Satuday. You know I haven’t have a day off in two weeks?”

“I know. But it’s OT and you need the money. So hurry the fuck up.” That’s it. The phone call ends, leaving you flustered and more than a little angry. Where you work, the phone lines are monitored. For your boss to tell you something as daring as pulling your panties up, things were either really serious, or he was looking to get fired. With a wistful sigh, you close out of the browser and go to shower. No rest for the weary, it seemed…

The shower helps wake you up and centralize your thoughts on work, instead of the show. While you would have loved to spend the day wasting time on the internet and ordering cheap pizza, you have to go work instead. The pay’s nice, though, and time and a half means you should be able to afford some more merch at the next con to come through town, but still… You wish you could just cut a break from the monotony. You dress in your uniform and slip into the chill morning, despising your supervisor for treating you so callously. Why you ever told him you were a brony, you’ll never know… You’ve only received flack from him for it. Shivering in your coat, you make the two-mile hike to work in just under twenty minutes, slipping through the door into the lobby.

“About damn time.” Your boss glowers at you.

“Shut up, Tom… I’m in no mood.”

“Unwad your undies and get to work.” He jerks his thumb to the back. Why the hell are they so busy on a Saturday? Shooting him a glare that says ‘we’re going to talk later,’ you make your way to the back of the restaurant and get to work cooking for the mid-morning rush.

Four hours later, you smell like food, you feel greasy, and you’re already tired. It’s two in the afternoon, and there are still people waiting to be served. You get to work building the next few dishes, working efficiently. Then you feel a hand slide over your rear. Jumping with a shout, you wheel about and slap the offender, who just happens to be your boss.

“What the fuck?!” He cups his red cheek, glaring at you.

“You fucking touched my ass!” Your heart is thundering in your ears, your vision slowly turning red. This asshole has the nerve to call you in to work, then feel you up! On your day off! Damned if you don’t kick his ass right there in the middle of the kitchen.

“You’re delusional. All those fucking shows you watch got you wishing things.” He rubs his cheek very pointedly. By now, you have the attention of all your co-workers. “What’s worse, you fucking slap me for something I didn’t do!”

“You did! You touched my ass! I felt it!” You turn to the next cook, another girl. “You saw, didn’t you?” She lifts a shoulder at you.

“I didn’t see anything.”

“See? You’re imagining things. Step into my office, we need to have a talk.”

“I’m not going anywhere with you!” You’re fuming now. The other girl has always been a friend, or at least friendly. For her to brush you off like that is nothing short of enraging.

“Now you’re disobeying a direct order, Sam. I didn’t touch you, and you’re refusing to talk to me about it. You know what? No more. You’re fired.” His words wrack you suddenly, your eyes wide. But you are so angry, you can do nothing more than strip your apron off and throw it back in his face. Through the layers of fabric, you see his smug face smiling at you. On the way past, he does it again.

Last straw. Curling your fist tight, you whip around and catch him square across the jaw. He stumbles against the counter, knocking a plate full of chicken to the floor before falling flat on his fat ass.

“Sam, what the hell?!”

“He touched me again.” You growl at another co-worker. “Consider it defending myself.”

“I saw it that time…”

“Thank you, Brit.”

“What a scumbag… Sam, you should sue.”

“Oh trust me. I will.” You look down at the whimpering man on the floor. The guilt is apparent on his face, and you’ve got a witness. This fucker will hang for ever laying a hand on you. “I’ll see you in court, Tom.” Nursing a sore hand, you slip into your coat and leave the restaurant. They’ll just have to make do with two cooks for the rest of their miserable time. You never found your work enjoyable, but you didn’t hate it either. Leaving this place behind doesn’t effect you strongly one way or another. Right now, you can only think of getting home, taking another shower, and checking local attorney offices.

Thankfully, you’re able to shower before it happens. Just as you’re about to wrap yourself in a towel, though, everything goes black.

Your thoughts race. You’re conscious… You can feel, and you can think. But all you see is darkness. You feel the cool air wafting over your wet skin, and against your back you feel something warm and soft… It isn’t the towel, since that seems to be gone… Idly, you try to move your limbs, but find that you can’t. Panic sets in, and your heart pounds louder in your ears.

“Oh wow… It worked.”

“You doubt me, Twilight Sparkle.”

“Doubt-ED.” You can hear voices… Two of them, that appear to be carrying a conversation. Your brow furrows, and you try to make sense of who exactly is talking.

“While I understand your trepidation, the evidence is condemnation. My skill are quite good, you see, for the thing before us is not a pony.”

“Oh wowie! Is that really a human!” A third voice. This one’s shrill and very exuberant. You try to open your eyes, with minimal success. A faint sliver is all you can manage, but all you see is more darkness.

“Did her eye just move?”

“I believe she is waking up… Pinkie Pie, please grab that cup.” Your fingertips twitch as you try to move your arm again, the leaden feeling of a heavy weight keeping you from accomplishing anything more than a faint twitch or a slight groan.

“Easily now…” You feel a tingle race over your skin, along with an alien sound that is completely unfamiliar to you. It’s a scintillating, odd sound, and you can’t place it… Yet at the same time, it’s all hauntingly familiar. The two names you’ve heard so far swim about your head, searching for their proper place in your memory…

With a gasp, you sit up.

“Woah!”

“Calm down now, human child. Your actions should not be this wild.”

“Holy scones! It moved!”

“Urgh…” Your head swims with vertigo as you manage to open your eyes at last. You raise a hand to your head, trying to make sense of the sudden shift in perspective… You’re so confused right now… What is happening?

“E-easy, now… Here, drink.” A cup is pressed to your lips. You glance down at it, noticing that the simple worn cup is sheathed in a lavender aura that sparkles slightly, twinkling with the same sound you heard just a few moments prior. Hesitantly, you sip at the liquid inside, finding it to be cool, clear water. “Goodness… Inter-dimensional travel must be disorienting…” You continue to sip at the water, wanting to get more in your system, but you’re unable. The cup continually hovers at a set angle, keeping the water just out of gulping distance.

“It mustn’t be easy, being taken from one world to the next… I wonder how easily this human can connect. This world is different in many ways, I hope that she is not too dazed.” The cup is now empty, though the process felt as if it took forever. It hovers away mysteriously, alighting on a worn wooden table a short distance away. The glow dies along with the twinkling sound, and you feel good enough to at least turn your head side-to-side.

You freeze when you see the owners of the voices.

Twilight Sparkle, Pinkie Pie, and Zecora, all three of them looking just as they did in the show, stand before you. It’s so surreal… The show is a two-dimensional animation… How can they be standing before you, real as day?

“I… I don’t…”

“It speaks Equestrian! That’s fantastic!” Twilight Sparkle perks up, grinning happily at you. “I wonder if she speaks fancy… Parlez vous Francias?”

You recognize the accent and inflection…

“That’s French. And I’m speaking English… What…” You cup your head again. “What’s going on?”

“English? French? Wow, you humans sure are weird! And I thought I was strange!” Pinkie Pie bounces back and forth behind Twilight and Zecora, who are both fixing you with looks of fascination and interest. Under their gaze, you feel very exposed and naked. Your arms wrap around your chest, concealing your nakedness as best you can. Odd, considering the number of times you’ve touched yourself to the thought of these very creatures standing before you…

Previously, though, they were just animated… Pictures and drawings of flat, uninteresting characters… Right now, though, they’re so vivid and colorful. Twilight’s purple coat, the shocking pink highlight in her mane… Zecora’s contrasting black-and-white stripes… The vibrant pink of the energetic pony behind the two of them…

Suddenly, you feel very plain, and very out-of-place… Yet, the three ponies still appear fascinated… Twilight steps forward gently, her expression inquisitive.

“This is just fascinating… I cannot recall the last time an inter-dimensional transubstantiation spell was successful… This very well may be the first time in history. Ahem.” She straightens her head, smiling at you warmly. “My name is Twilight Sparkle. I am a unicorn. Do you have a name?”

“Sam.” You quip shyly, blushing furiously in that moment. It’s all so sudden, so different… You’re here, in the show, talking with the characters! It’s so surreal. You feel almost as if you’re about to pass out again.

“Huh… Not very eloquent, are you?” Twilight grumbles, stepping closer. “I wonder how sentient they are… Can you perform basic math functions? How does your society work?” Twilight begins to trot a circle around you, her gaze inspecting every curve of your body. You’ve always been rather shapely, but the way Twilight’s condescending tone cuts into you makes you feel very self-conscious. You feel defensive.

“I can speak perfectly fine, thank you.” You glower at Twilight, your harsh words stopping the purple unicorn’s circular route around you. “And I am not unintelligent. I can perform basic math, and maybe even advanced math… It’s been three years since I was in college, but I still remember my AP math course.” Your legs draw tight against your rear, covering you more. “And I am also naked. Can I get some clothes or something?” Twilight blinks at you for a few seconds, obviously stunned that you can speak coherently.

“Naked?” She asks slightly. Her eyes look over you once more. “Your coat is gone… I suppose that would be naked, wouldn’t it? Zecora, do you have a blanket?”

“She can cover herself with this… Decency is obviously a concern to humans.” Zecora tugs a blanket in from the other room, depositing it at your feet. You risk a few moments of exposed breasts before pulling the blanket over your form. It’s warm and thick, and in the hot air of the hut you’re in, it feels somewhat oppressive. Still, it’s better than nudity, and you’re still kind of wet from the shower.

“Thank you.” You mutter, blushing a little.

“That’s so odd… You don’t have tails to cover your genitals… Do humans always walk around with their reproductive organs uncovered?” Twilight continues to pace around you, trying to get peeks of your body through the blanket.

“We do not. We have clothes.” You glare at her, feeling somewhat offended. Twilight was always one of your favorites, but she’s rather condescending in person… “You should talk to Rarity about them. She knows plenty about clothes.

All three of them froze.

“Woah, how does it know Rarity’s name?” You blink at Pinkie Pie as she stands remarkably still, her eyes wide as they remain fixed on you.

“I know all of your names…” You reach an arm out of the blanket, pointing at each of them in turn. “Twilight Sparkle, Pinkie Pie, Zecora… The mane six are you two, Applejack, Rainbow Dash, Fluttershy, and Rarity.”

“That’s creepy.” Twilight shudders visibly as you talk. “You know our names… What else do you know about our world?” She asks hesitantly.

“I know lots… You guys are popular where I come from… I’m a huge fan of the show.”

“Show? Where you come from?” Twilight plops down on her haunches, raising a hoof to her lips meaningfully. “I wonder…”

“Whussat?” Pinkie Pie leaned closer, glancing between Twilight and you.

“Well… There’s talk of inter-dimensional rifts that form in other creature’s sleep… Or in their imaginations… They allow glimpses into one world or another. Sometimes, they culminate in someone who demonstrates artistic talent, and they share their visions with the rest of the world. One such name has been passed through the history books… Echoes of her name are heard now and then in our world.”

“Is it Lauren Faust?” You ask quietly. Twilight nods.

“I take it the great Faust is a human, then?”

“Every bit as human and female as myself.” You mutter, drawing your knees close.

“She…”

“She directs a television show in my… Eer, dimension… There are millions of fans of that show, and all of them know about this world through the show. You’re telling me that-“

“Yes.” Twilight cuts you off, nodding. “Lauren Faust’s visions have become reality, in the form of this ‘show’ you speak of… What’s more, she appears to have acquired a following of sorts. Followers like you. Am I correct?”

“That you are.” You nod, feeling slightly creeped out now… It all makes sense. In the back of your mind, you’re thankful for these ‘visions’ that Lauren Faust has… That she would make a show as wonderful as My Little Pony. In reality, though, it’s the fans that you appreciate the most. All the artwork and music and cartoons and… Pictures… You whimper as your memory brings to it’s fore the more recent string of images you had perused on the internet… In fact, unless you were mistaken, the last one had been of Twilight herself. Suddenly, you view the three ponies before you in an entirely different light.

“That’s just absolutely amazing… We have so much to learn from you, Sam. Please, can you tell us more?”

“Eer… Like what?” You mutter.

“Everything.” Twilight advances, her face very close to yours. “I want to know everything you have to share about our world.”

“A… All of it?” You whimper, squirming a little under the covers. Twilight grins at you.

“All of it.”

For the next two hours or so, you do what all bronies do best. You talk about the show. From season one, episode one, you share everything you know. Names, places, events, major story arcs, your personal opinions and general consensus over the internet concerning major characters or songs. The entire time, the three ponies listen with rapt attention, all of them apparently fascinated with your accurate interpretations of their world. Once you finish, Twilight shakes her head in wonder before asking you some questions.

“And you learned all of this from… A ‘television show?’” They don’t have anything more complex than cinema in Equestria, it seems… You had to explain how television works, with episodes and all that.

“Yes… Lauren Faust created the series, and aired it for television. In the past, the show was a shadow of what it is today, with no appeal to anyone other than children. With a recent reboot, though, the show has become much more interesting and open to all generations. There are a large group who think the show is still for children, but those of us who see the show for what it is call ourselves ‘Bronies.’”

“That’s clever…” Twilight chuckles. “A cross between ‘pony’ and ‘brother.’ Indicating some sort of comitatus amongst the followers of Faust, despite the lack of a familial relationship.”

“Eer… Yeah, you hit the nail on the head there.” You mutter softly. During the extended chat, you’ve grown more relaxed, even though you’re still nude. Under the blanket, you’ve curled up comfortably, though you’re beginning to sweat in the oppressive heat. You hope your two showers today have cleaned you up enough that they can’t smell you too much… Not that it matters, Zecora’s hut is filled with a plentitude of herbs and plants. The exotic smells have a calming effect on you, making you relax all the more.

“This is all just so… Incredible. Would you mind answering some questions of mine?” Twilight asks, smiling bravely. “For science, of course… We’ve never had a living human visit our world before…” Now that you and the three ponies before you have reached some medium of communication, you feel much more safe sharing things with them.

“I’d be happy to. I wish I had some clothes, but I’ll manage.”

“Is the blanket too warm? I have another that might not cause harm… Staying hot for too long could be hard, even for the strong.” Zecora offers.

“Eer… I’m fine, but I might need to… You know… Breathe.”

“Well…” Twilight blushes a little. “By asking questions, I was wondering if you might allow me to… Ahem…” Twilight’s blush intensifies as she suddenly appears very ashamed to ask you. “Survey your physique?” She flusters a little, waving her hooves frantically. “For science! I swear!” You feel your heart beat a little faster, even though you think she looks remarkably cute the way she panics. Silly, adorkable Twilight.

“I don’t mind…” You mutter softly. “I mean, what kind of brony would I be to say no? The first human to visit Equestria is secretly too prude to share anything. Yeah, that’ll look good on me when I go back.” You chuckle and shake your head.

“Great! Well, I’ll just start with some questions about you and humans… You know, ease into it?”

“Okay.” You nod, fighting a blush. You tell yourself the prospect of exposing yourself to three beautiful ponies isn’t what has you seeping right now. Somehow, though, you know you’re only lying. Part of you aches to be free of the blanket, while the other part wants to show Twilight everything.

“Great… You speak of clothes… Are they similar to ours?”

“Not terribly so… As you can see, instead of fore legs, we have arms and hands…” You expose one such arm, moving it about to show Twilight the range of dexterity. “And that calls for a different brand of clothing. In addition, our… Eer… Do you call them mammary glands?”

“Eer… Technically, yes… The acceptable slang would be ‘teats’ I suppose.”

“I see… Well, it’s socially unacceptable to bear these in public. In fact, they’re viewed as mildly erotic. Therefore, females of the human race cover their chests. Males, too, though it’s not entirely unacceptable to see a man with his shirt off.”

“Hmm… And… The reproductive genitalia?”

“Covered almost all the time. Same as with you, we urinate from there, but without natural sheaths or tails to cover ourselves, we wear clothes to avoid exposure.”

“I see. You lack a coat… Do these clothes keep you warm in cold temperatures?”

“Not the average clothes, no, but we can make and wear a large variety for that reason. Heavier, thicker fabric and layered clothing keep us warm in the winter.”

“That’s fascinating… You’ll forgive me when I ask, but, it appears as if your… Ahem… Teats… Have weight… Do you support them?” You glance down at your chest for a moment. You’ve always sported a healthy C-cup… Your own weight has never been an issue, at least not a major one… Perhaps when running, but you have sports bras for that. Other women, though, like your mother… Not so lucky.

“We have a piece of clothing called a bra, which is short for brassiere. It supports our breasts by running a strap over our shoulders, and a cup holds the flesh up.”

“Intuitive.” Twilight smiles. “Is sex on earth viewed the same as it is here in Equestria?”

“Eer… How do you mean?” You ask. The topic of sex is both uncomfortable but not unwanted… You’re wondering if this conversation is about to go as far as you’ve been hoping it would.

“In Equestria, sexual relationships are somewhat platonic… Married couples make love almost exclusively, but polygamous relationships are commonplace.”

“It’s similar in earth… There are couples who are open about lovemaking… But there are others that find it unfaithful to mate with more than one other person at a time. It depends on the person, and varies greatly within even a single society… Some are incredibly traditional, while others are open.”

“Huh… This is more of a personal one, but how experienced are you with sex?” The question doesn’t catch you entirely off-guard, but you’re not quite ready to share the answer… Still, this is for science. And for the betterment of both races, you feel the need to share.

“Moderately so… I’m… Not unfamiliar with straight sex, but I prefer homosexual…”

“Oh. I see.” Twilight blushes a little. “You mentioned previously that these followers have made their own depictions of us, based on the show…” Twilight slowly drops to her haunches, her tail curling around her hooves. “Would you… Be willing to tell me how accurate they are?”

“… What do you mean?” You ask hesitantly.

“I mean… Would you be willing to… Look at, oh, I don’t know… Me, for instance… And tell me if other humans have maintained accuracy?”

“You… You’re suggesting I look at these photos…?”

“You don’t?” Busted. Even ponies find out you clop with ease. Silently, you curse your lack of tact.

“You got me there… I enjoy browsing the photos and videos, yes…” You admit, a little ashamed. Twilight shrugs it off, though.

“So… Are you willing?”

“Eer… Yes, I suppose… I mean, there’s a wide variety available… Some people don’t find your… Physique to be utterly appealing, and have taken it upon themselves to eer… ‘Humanize’ your appearance… Others focus on anthropology, like a cross between human and pony…”

“Wow, really? That’s incredible…” Twilight’s blush intensifies further as she smiles at you. “I would imagine that, after I get a decent look at you, I might be able to develop a spell that would temporarily transform a pony into a human… With similar physical traits and mannerisms… And vice-versa, as well…”

“You mean… Turn a pony into a human?” You ask, your heart racing at the possibility.

“Naturally. But first, could you… Affirm?” Slowly, Twilight leans back, spreading her hind legs apart. You can’t help but watch, transfixed as she exposes herself to your very eyes. Zecora and Pinkie Pie are busy watching you, but you can’t help but look inbetween Twilight’s spread legs…

“Ooh…” You mutter softly, arousal seeping forth. “Y-yes, it’s… Very similar… In fact, the two are almost identical…”

“The two?” Twilight asks, blinking. “You mean…”

“Yours and mine…”

“Can…” Twilight swallows. She glances at the other two, almost as if realizing they were still there. “Can we see?” She looks you up and down once more, her breath slowly coming in heavier pants. Unless you’re mistaken, you can see the first hints of arousal in between her delicate pink lips… “For science, of course…”

“R-right… For science…” Here it is. The moment of truth. You are about to expose yourself to three ponies, all of whom you have seen erotic renditions of, varying from human to anthro to pony… Again, you’d be lying to yourself if you said you weren’t excited. Adjusting for a moment under the blanket, you open your legs before peeling the heavy drape aside. The three ponies lean in, completely enraptured with the alien display, eagerly scanning over your exposed crotch.

Inbetween your damp thighs rests a glistening set of labia, completely hairless thanks to a rigorous shaving routine… That, and daily lotion application have made the skin around your vagina soft and smooth, addictive to touch and fun to play with… The only downside being you frequently get aroused, and have to switch panties through the day… Now, though, it doesn’t appear to matter. A chill of excitement runs up your spine as you spread your legs, letting them get a good, long look at you. The blanket falls off of your shoulders, exposing your perky breasts. Inbetween the two erotic places is a soft stomach, not very toned, but not protruding, either… You always wanted to tone up, but you have been slender and fit for the most part.

You’re quite often the object of male and female affections, and you don’t mind. The only reason you aren’t more experienced is your devotion to work and a reclusive lifestyle. If you were more social, you’d likely be dozens of times more sexually active. But your interests has led you to a life of seclusion and minimal interaction… But that doesn’t mean you don’t enjoy a good lovemaking session. Every time a guy or a girl looks at you in that way, it tends to get your blood pumping… Now, though… With three attractive ponies studying your every little curve, you feel very attractive and very, very aroused.

“Incredible…” Twilight mutters after some time. She manages to tear her gaze away from your crotch to look at you in the eyes. “You’re… Enjoying this, aren’t you?”

“Are you not?” You whimper softly, fighting a weak smile.

“Kind of… I am… Yes.” Twilight swallows noticeably. You can see her hips squirming slightly. “F-forgive me… It appears as if… Hnn… Our hormones are a touch more difficult to control than yours…”

“What do you mean?” You ask hesitantly.

“We can smell you.” Pinkie Pie speaks up. The first time since before you shared what you knew. “And it’s hard to resist…”

“Resist…”

“We wish to pin you down and please you,” Zecora says softly. “I can smell it in the air, the faint and heady musk… My own ambitions are bare, I’ll force it from you if I must.”

“She’s right,” Twilight chimes in. “When we… Get like this, it’s hard to resist just… Just doing it…”

Your smile is disarming to the three of them. This is what you’ve always wanted… Lifting your hips, you sway them side to side seductively, your center glistening with arousal.

“Go right ahead, girls.”

In an instant, they’re on you. Twilight came first, predominantly filling your arms. You wrap them around her hot body, feeling the warmth of her silky-smooth coat under your hands. She’s burning with temperature, it seems, and her actions are rough. She presses her mouth to yours firmly, her tongue invading automatically… You can feel that her tongue is very wet and slippery, but flat, almost like a dog’s… Her teeth nip at your tongue as you return the favor, and judging by the thing whimpers emanating from her throat, Twilight likes what she’s found. Pinkie Pie and Zecora, meanwhile, have taken to exploring the rest of your body with their hooves… Unlike what you’d imagine a real horse’s hooves to feel like, theirs are solid, but warm and smooth… They don’t have a firm edge about them, and as they slide over your sides and thighs, you wonder what that smooth warmth would feel like grinding against your aching core…

Twilight’s mouth still has you distracted. Her lips aren’t very easy to find, almost like there’s little distinction between her face and her mouth… The soft coat close to her lips, though, grows thinner, letting you feel the warm skin underneath. It’s an utterly new and completely addictive sensation, kissing Twilight… You love it. You want more. Your hands raise to her mane, digging into the long, smooth strands eagerly. Twilight groans against your mouth, her weight pushing you down… It’s difficult to judge, but if you were to stand at your full height, they would possibly come up to your chest. Now, on the ground, Twilight’s body is about as long as the distance from your head to your thighs. As Twilight lowers herself, her hips press against yours, and you can feel her wet lips press to your pubis…

“Hnn… Twilight…” You manage to gasp inbetween passionate kisses.

“S-sorry, too much?” Twilight pants. She doesn’t appear to want to stop… Thank the heavens.

“Not enough.” You pant, squirming underneath her.

“Ooh! I wonder what she tastes like?!” Pinkie Pie chirps. She had been focusing on your calf, working her way down to your ankle. Zecora was idly nuzzling your side.

“You mean, down there? On her marehood? Eer, what would you call it?” Twilight asks.

“Technically, a vagina… The slang is pussy, or more properly, a center…” You don’t want to discuss this right now. You want to feel more from them…

“Can I lick it…? Your… Pussy?” Pinkie Pie asks. Twilight’s hips lift off of yours, and in her absence you shudder.

“Please?” You whimper. “I want you to…”

“Do it, Pinkie Pie…”

“Show this human how a pony can lick and kiss… I pray that soon, she would show us the same bliss.”

“Oh, yes…” You feel your core muscles flex, seeping a little more wetness. The mere thought of licking someone, or more accurately somepony, makes you want it more. “Please… With other humans, I prefer female… Please, can I…?”

“Yeah,” Twilight pants gently, slowly raising to her hooves. “Yeah, here… I’ll… Go first…” Slowly, she walks up the length of your body, spreading her hind legs above your face. You can smell her arousal, thick and heady… There’s most definitely an animalistic sense behind the whole display, but she looks almost exactly like any other female. Pink labia, similar structure… Her clitoris is already swollen and eager… The only difference between her and any other girl you’ve licked before is that her coat leads right up to the pink labia… In fact, she looks almost like she has a soft mound circling her marehood… Perhaps, much like a male pony’s sheath, they have folds that protect them from dirt and whatnot… Twilight had to have been flared, since she was visibly wet, and the coat around her center was damp with arousal.

Slowly, she lowers her hips, bringing her exposed center down so you can reach it. With a hot breath, you open your mouth, and run your tongue over her… Twilight’s shuddering groan only helps to arouse you even more, your breath washing over her. She has a very prominent taste. To another woman, it might have been too much… But you love it. It’s so erotic and pleasing to you, you can’t help but lick again… And again… Pinkie Pie sets in on you in that moment, her flat tongue lapping sloppily at your dripping core. You gasp against Twilight, involuntarily twitching her clitoris.

“Aah! That’s… Haaahh…”

“S-sorry,” You whimper, pleasure shooting through your body. With all that’s happened today, you’re so worked up and ready, it’s hard to resist letting go right then and there.

“She tastes REALLY good…” Pinkie Pie breathes, her hot breath washing over your twitching stomach.

“Her chest heaves with every breath, and she is enjoying this greatly… I wonder if I lick her breast, if she would be return the favor kindly?”

“Yes!” You gasp, giving Twilight another long lick. “Please, please do anything you want…”

“As you wish. Fear not, child. Zecora is skilled with teeth and tongue, she will please you…” You feel another warm breath slide over your chest before a slippery, warm tongue runs over your erect nipple. Now you’re receiving and giving pleasure from three sources, and loving every last second. With another hot breath, you lean forward and pull Twilight’s marehood into your mouth, suckling her clit before delving your tongue into her twitching center.

“Aahn! S-sam, that’s really good! Oh sweet Celestia, I’m… Aah…” You lap at her over and over, alternating between sucking on her swollen clitoris and exploring inside… If you push your tongue deep enough, you can feel a small, solid spot inside of her… You prod that spot several times with the very tip of your tongue, feeling it grow, become larger… Twilight’s thighs twitch on either side of your head, and she’s starting to mean loudly atop you. Your chin and cheeks are lathered with her arousal, and you don’t care in the slightest. You want to taste more of this liquid, the heady taste filling your nose and your mouth with it’s scent, with it’s tongue-coating palette-teasing texture…

“She’s getting really wet! Wow!” Pinkie Pie takes a moment to exclaim before setting back in on you, her tongue roughly sliding over your clitoris. You can’t hold back any longer. Between Zecora suckling your erect nipples, lathering them with saliva, and Pinkie’s ministrations, you feel your orgasm rush forth in an instant. Moaning upwards into Twilight’s center, you dive your tongue deep into her, hitting that spot just as you release.

“Hmmf! Hmm!” Pinkie Pie slurps down your juice as you helplessly ooze, and Twilight shudders as her own cum fills your mouth. The taste is vile but so arousing and erotic. You fight through it, telling yourself to enjoy it… Soon enough, the taste fades into a pleasurable sort, and you swallow half a mouthful of juice. Twilight shudders and moans, still dripping as she stands up above you.

“Z-zecora… your turn… I… I want to return the favor.” Twilight pants. Zecora releases your tender breast with a smacking noise. You can feel rivulets of saliva running down your ribs… Zecora must have been getting positively sloppy with her suckling. Indeed, the dull ache of pleasure throbs all throughout your body as Pinkie Pie finishes cleaning you up down there, leaving behind a glistening, twitching pussy just ready for more pleasure.

“Let us see how skilled you are with your tongue and mouth, human female… Zecora’s juice is strong and plentiful, bound to make you hungry for more… Tonight will be long and hot, but our exertion shall not be for naught.” Zecora’s striped thighs fill your vision as she straddles your face, slowly moving lower until her own flared lips are pressed against your mouth. Her taste is almost completely different from Twilight’s, it’s much headier and musky… But you’re already warmed up, ready for anything. Twilight settles inbetween your spread legs, sniffing tentatively at your exposed pussy.

“Haah… It smells incredible…” She pants against you, eliciting a moan from your busy lips. Zecora shudders against your touch, her hips grinding against your mouth. Your teeth scrape over her clit, making the zebra jump with a loud gasp.

“She is, indeed, quite good at this… I’m afraid I might soon be filled with bliss…”

“Hahmn-“ You moan against her, your hands rising to run over her sides. You savor the feel of her warm coat sliding under your hands, massaging and rubbing her heaving flanks. All the while, you lap up every fresh wave of arousal that oozes from her, giving Twilight a fresh batch every now and then. When the purple unicorn gasps against your aching crotch, you can only guess what Pinkie Pie is up to. The scent of musk and lovemaking fill the air, permeating your every sense with these three lusty, eager ponies…

“Haah!” Suddenly, an invasion of your center makes you flex and twitch. It’s solid, whatever it is, and ridged… It feels not unlike your vibrator at home, and it even hums faintly inside of you. “T-twilight?!” You whimper, your hot, panting breath washing back into your face.

“Relax.” Twilight groans. “I’m using my horn…” You groan as the pleasure fills your body completely, the sense of penetration not missed for even a second. “Fantastic… She reacts the -ngh- same as any other pony… I wonder…”

“AAUGH!” In an instant, your orgasm rips through your body, making you shake and twitch on top of the discarded blanket.

“Yup. She reacts the exact same way to an orgasm spell as another pony.” The feeling of Twilight pulling her horn out nearly makes you cum again, your twitching slit oozing clear liquid all over. Twilight hastily laps it all up, groaning against you still. Mindlessly, your mouth returns to Zecora’s marehood, lapping at the fresh wave of juice eagerly. You swallow it all down, eager for more, eager to make Zecora cum.

“Ooh… Child, do not stop, for I am close…” Zecora pants atop you, her walls flexing now and then around your inquisitive tongue. “Please, keep going, almost there…”

“Haah…” You stretch your jaw open, pushing your tongue deep into Zecora.

“Hnn-UGH!” With a hearty grunt, Zecora cums into your mouth, dribbling a fair amount of musky, thin liquid. You swallow it all with a groan, shuddering as Twilight’s tongue finishes cleaning you up. You lose muscle coordination, your mouth hanging open as Zecora stands up. The three ponies look down at you, your panting, pleasured expression… You roll your head to the side, smiling idly at them.

“That was… Everything I ever wanted…” You moan, swallowing saliva and cum, your thighs still twitching idly.

“Thank you, Sam…” Twilight says quietly. “I hope… We can do this again… And soon…” You flex your core muscles, groaning as you do so… You’re not even sore yet. You smile and roll onto your knees, meeting Twilight’s gaze with a devious grin.

“How soon?”

“By Celestia…” Twilight flops onto her back, her coat matted with your most recent, and last orgasm. Pinkie Pie and Zecora had idly curled up after the one prior, leaving you and Twilight to go at it… Apparently, 69 with a pony was an incredibly easy feat… You’re on your back, covered with sweat and cum, most likely reeking to high heaven, but with the stupidest, largest grin on your face. “I didn’t know you… Ngh… Had the stamina of an earth pony…”

“Or the technique of a pegasus…” Zecora mutters idly. The air is filled with the sound of your heavy pants, mingling together with the other pony’s… A few long minutes pass. You can feel sleep threatening to carry you off, the dark shroud creeping in around the edge of your vision…

“We… Need to talk to Rarity…” You hear Twilight say softly. “You need clothes… Because… Celestia needs to see you…” You blink idly, rolling your head to the side to look at Twilight.

“C-celestia…?” You whimper.

“Yeah… She needs to know about this…” Twilight lifts her head to smile at you. “Trust me… Do to her what you just did to us, and you’ll be more than welcome in Equestria…”

“Oh…” You groan, flexing sore muscles. “I hope… That won’t be for a little while…”

“Need to recuperate…?”

“Hey,” You pant softly. “When you get torn from one dimension to another and cum seven times, let’s see if you’re ready to go talk with the president for breakfast…” Twilight chuckles, just as darkness completely envelops your vision… You don’t even dream… Because all of them have already come true.

------ Notes from the Author ------

I really need to stop writing so much fucking plot into these chapters… Seriously, I was 4k words in before I even really got into it.

Hope you all enjoyed. I sure as shit did :3

Backdoor Bets

Pinkie Pie and Rainbow Dash make a bet…

Thanks to Avid Reader for the request!

This chapter will contain non-human pony clop.

Categories: Anal, licking, rimjob, competition

Warnings: Heavy amounts of anal stimulation, predominantly with the tongue. Not for everypony.

“Backdoor Bets”

~-~-~-~

“So… What’s up, Pinkie?” Rainbow Dash was always slightly hesitant around her bubbly pink friend. Once Pinkie had given her a suggestive smile and a note asking to meet in the back store room of Sugarcube Corner, Dash’s defenses immediately went up. Rightfully so, it seemed. Pinkie had something devious in mind.

“Alright, Dashie. Here’s the deal.”

“Huh boy…”

“Only if you want.”

“What?”

“Oh, shush and lemme tell you what I got planned.” Pinkie draped a hoof over Dash’s shoulders, pulling her close. “It’s no secret, Dash. I’m pretty loose.”

“Loose?”

“Like, in bed.”

“Oh.” So that’s what this was about… Not good. Pinkie probably wanted Dash to do some depraved act or something… Dash was largely uncomfortable in that moment. “Pinkie, I-“

“Relax, Dash. Look, I have a bet planned out. If you win, you can do whatever you want. Walk away, or whatever.” Dash perked up. A bet? So this was a challenge. She was intrigued…

“Okay, I’m listening.”

“Alrighty! So, I’ve got a pretty big group of ponies in on this already. Here’s the thing… I think I can make more ponies cum than you can.” Oh. A sexual challenge. Still intrigued, but not very interested… Still, she held her tongue. “But here’s the deal. Only using our tongues,” Pinkie poked her out, as if to prove a point. “And only on their back doors.”

“You mean lick their buttholes?!” Dash asked incredulously, slipping away and hovering a few feet off the ground. “Gross! I can’t do that!”

“Oh, so I guess you’re giving up.”

“Eer…” Her spirits flagged. Dash never backed down from a challenge… But this… This was just… “Eew, though…”

“Don’t knock it ‘til you’ve tried it, Dashie. So whaddaya say? You in?”

“Well… Who’s in on it?”

“Anypony wearing a pink bracelet.” Dash glanced down at Pinkie’s wrist. She was wearing a red one. “These are for us,” She said, raising her hoof to show it off proper. “If they see you and you ask them, they’ll let you do it.”

“So… Anypony wearing a pink bracelet, they’ll let me lick their…?”

“Yup! You can lick their butts. But only their butt! Any other sort of pleasure, and you’ll be disqualified.”

“How… How many ponies are in on this…?”

“Fifty-three.”

“FIFTY THREE?!” Dash’s eyes went wide as she took off again. “How did you get them all to agree?!”

“I’ve been with all of them.” Pinkie bubbled. “I asked them whenever we did it, since I had this planned for a while.”

“How long is a while?” Dash asked, narrowing her eyes at Pinkie.

“Two years.”

“You’ve been planning this competition for two years? But, you already know all these ponies… I don’t think I even WANT to know…”

“Well, if you wanna give up, that’s fine too.”

“I didn’t say that…” Dash muttered. She was mulling it over. It’d be fun, right? Pinkie might have been with all of them, but she was fast. If there wasn’t any confusion, she could easily out-distance Pinkie Pie…

“I made a list for you anyways, since you don’t know who they all were.” Pinkie nudged a square of paper across the floor at Dash. She glanced at it, surprised at the multitude of names. “Oh, wow… Pinkie, all our friends are on here!”

“Eeyup! Applejack was REALLY fun!” Pinkie bounced. “Twilight’s good with her magic, too.”

“Erugh… But… Rarity?”

“Not as prim-and-proper as you think, Dashie.” Pinkie grinned at her. She surveyed the list, getting a rough picture of where these ponies were… Yeah, she could do this… She could easily do this. In fact, it’d be a piece of cake. She had never licked back there before, but she was no stranger to cunnilingus… So… Not that different?

“Alright, Pinkie. You’re on. Gimme that.” She let Pinkie fasten the red bracelet around her hoof, grinning. This would be fun!

“Okay, here’s the rules!” Pinkie pulled a board from nowhere, along with a pointer, using it to underline a few bulletins on the paper tacked to the board. All of it came from, quite literally, nowhere. “No vaginal or penile stimulation. Anal only.”

“Right.”

“Everyone has promised to be clean as can be, and I can vouch for each and every one of them. But you have to clean your tongue inbetween each one.”

“Naturally.”

“You have two hours, and the pony with the most orgasms wins. You can do one pony more than once, but you’d be wasting time. Getting them to cum once from anal alone is tricky. Twice is impossible.”

“Alright… How do we keep a tally?”

“After you’re done with a pony, they’ll come back here. After two hours, using their honor system, we’ll tally how many orgasms.”

“Okay… Anything else?”

“Yes. This can’t be done in public. Has to be indoors, or at least away from prying eyes. Don’t want any fillies seeing this.”

“Wouldn’t have it any other way.”

“You can touch yourself, but each orgasm you have subtracts two from your total. Again, honor system.”

“No worries there. I’ll sweat it out.”

“And the winner gets to do whatever they want with the loser. You can walk away, or… You know.” Pinkie slid a hoof over her flank, giving her mark a quick swat. “Lick me instead.”

“We’ll just see, Pinkie.” Dash was hesitant about licking Pinkie Pie anywhere.

“Alright, then! Any more questions?”

“Nope, I don’t think so.”

“Alright, then! Let’s go!” Pinkie bounced out of the store room and to the front of the shop, grinning wide. “As soon as this here clock starts, we have two hours. Are you ready?”

“As I’ll ever be.” Dash grinned, stretching her wings. She cracked joints all along her back and through her legs, getting loose… Limber.

“On three! One!” Dash nudged the door open, her wings flared wide. “Two!” She crouched low, her sights set on the sky. “THREE!”

The door slammed open as she burst through it, the gust of wind sweeping Pinkie Pie out onto the street. Dash was half a mile to Sweet Apple Acres before Pinkie could even dust herself off. Her bones rattled with speed, grinning ear-to-ear as she zoomed off over the trees.

“AJ!” She roared, landing just outside of the barn. “AJ, where you at?!”

“What in tarnation?” The farm pony trotted around the barn, her quizzical expression looking at Dash. The pegasus’ keen vision picked out the pink bracelet before Applejack could even see hers. Quick as can be, Dash tackled her, rolled around, then dragged Applejack into the barn.

“What the hay?! Dash, lemme go!” Applejack squirmed and swatted at her, but Dash deposited her in a hay-filled stall before dancing away. She shoved her hoof at Applejack, displaying the red bracelet. “Aw shucks. Ah hoped Pinkie’d be the one to git here first.”

“Shut up, AJ, and lemme see your ass.”

“Aright, sugarcube. You asked for it.” With a wide grin, Applejack rolled to her hooves and flicked her tail up over her back, exposing her rear end. Normally, Dash would have focused on the glistening pink slit positioned just beneath Applejack’s tight pucker, but instead, she had a mission. “Yipes! T-take it easy, there, Day-ash! Aah!”

“Haah.” Ignoring the musky taste, Dash’s tongue drooled saliva all over Applejack’s back door, lubricating her up nicely.

“Hnn… Tha’s good… Aah…” She put pressure on the opening with her tongue, gently teasing it apart. Applejack shuddered as Dash pushed the tip of her tongue inside, wincing as she felt the rough flesh give way to something more soft, and pliable. “Aah, Dash… Fah, yer good at this…”

“Hrm…” Dash worked her tongue in a circle, teasing and licking Applejack’s rear, pulling out to give her a few sloppy, saliva-spreading licks before earnestly pressing deeper. Despite what she was expecting, Applejack didn’t taste all that different from another mare’s regular hole… Maybe a little more strongly, but it wasn’t unpleasant… She was glad Pinkie had thought to ask the participants to wash up…

“Haah… Fahk, Dash, Ah’m cummin’!” Applejack grunted. Dash doubled her efforts, her dexterous tongue sliding deeper. “Haah… Uhn!” A fresh wave of musky liquid washed over Dash’s tongue before she pulled out, making her spit the vile fluid into the hay. Applejack panted as she came, her pink slit dribbling liquid. “Ah… Fuck…” She groaned. “One fer you… Ah’ll wait a bit before ah head into town… Ah gotta clean up… Trough’s over there,” She gestured with a hoof, walking a little funny as she left the barn. Dash eagerly lapped at the water in the nearby trough, spitting out several mouthfuls until she was positive she was clean enough. One down, and hardly ten minutes into the challenge! Applejack was the furthest away from town, so Dash was glad she could focus on rapid-firing others inbetween here and sugarcube corner. Next target: Carrot Top.

“Good morning, Dash!” Carrot Top’s farm was just south of Applejack’s, and the earth pony was wearing a pink bracelet. Grinning, Dash flourished her own, watching as the look of recognition passed over Carrot Top’s face. “I see. Right here okay?”

“Will anypony see?”

“My sister will, but she’s in on it, so it’s okay. Think you can handle us both?”

“Bring it on.” Dash smiled as Carrot Top let out a piercing whistle before turning around. She leaned in, panting as her tongue brushed over Carrot Top’s rosebud. The flesh twitched for a moment against her tongue, making dash groan out loud. Carrot Top writhed slightly, her legs quivering already.

“Been… Hah- looking forward to this… Hng!” Dash’s tongue spread her apart, sliding in just a little ways…

“Carrot Top, what the hay?!” Another pony approached. Dash raised her hoof idly, showing the bracelet. “Was it today? Oh shoot, you’re right! Here, I think I have it in my bags…” Dash heard leather creak as whomever the other pony was rooted through her bags, searching for the pink bracelet. Meanwhile, Dash worked her tongue deeper into Carrot Top. She was getting good at this! The poor earth pony was whimpering by the time her sister had snapped the bracelet on, and as soon as Dash gave her one last good lick, she released.

“Uugh… Fuck…” Her legs shook as she came, her pink core pulsing in time with the flexing of her muscles.

“Me next, Dash.” Carrot Top’s sister spun around, flicking her tail aside.

“Can’t.” Dash grimaced, smacking her tongue several times. “Gotta clean. It’s the rule.”

“Here.” Carrot Top pulled a bottle of something from her bag, offering it to Dash. She twisted the top off, passing it to her. Dash took a large sip of cider, groaning at the taste. She wanted to swallow, but she swished it around her mouth and spat it out instead. The spicy taste lingered, making her want more. “Take half,” Carrot Top offered. Smiling, Dash took the time to swirl another mouthful of potent alcohol around her mouth before swallowing it and chugging half.

“Let’s do this.” She turned to the earth pony’s sister, grinning as she set to work. It didn’t take much longer this time, and before she knew it, Dash was fifteen minutes in and three orgasms down. “Thanks, girls!” She took another swig of cider, spitting this one out with a grin. “I owe you one.”

“Hnn…”

“Good luck! We’ll go to sugarcube corner soon.” Dash took off, leaving the sisters behind. Her eyes scanned the clouds, searching… They had to be around here somewhere… There!

“Flitter! C’mere!” Dash waved her red bracelet at the other grey pegasus, both of them smiling before they even alighted on the same cloud.

“Alright! I’ve been waiting for ya, Dash! Here ya go!” Flitter readily spun her rear around, exposing herself. Dash wasted no time in setting her tongue to work, panting as she licked the tense flesh. Flitter, being a pegasus, was undoubtedly more tight than the hearty earth ponies… So Dash made sure she was well-lathered with saliva before pushing in… When she did, Flitter shuddered nice and hard before letting loose a groan. “Oh… Oh wow… That’s… Haah!”

“Hnn… Mwah.” Dash kissed the soft pucker of flesh, smiling before getting back to it. She was beginning to get aroused at all the licking and orgasms… If she wasn’t worried about Pinkie’s potent pucker-licking, she might take the time to rub one out on herself and avoid the distraction in the future. That would put her back to one, though, so Dash resisted. She licked a little more firmly, working Flitter over until the grey pegasus was panting and shuddering.

“Dash!” Flitter gasped, her muscles tensing more. “I’m gonna cum!” Her forelegs collapsed, her rear supported by Dash’s hooves hooked under her hips. She released a thin stream of cum against Dash’s chest, the splattering liquid most definitely not helping Dash’s predicament… She could feel it coursing down her front, running in rivulets over her thighs, down to her…

“Gotta run!” Dash gasped, dragging her tongue along the cloud. The condensation built up until it ran off of her tongue, cleaning it as best she could. Her wings flared out, but a half-conscious moan caught her attention.

“Cloudchaser’s in… The movie theater…”

“Thanks!” With a smile, Dash dove off of the cloud, making for the town. She zipped through an open window and into the theater smoothly. There she was, sitting in the back row, munching popcorn. “Hey,” Dash whispered softly, showing off her bracelet. In the dim lighting, Cloudchaser could barely see the red tint. But she smiled nevertheless and slipped out of her seat.

“Bathroom,” She whispered, ushering Dash along. She followed, smiling eagerly. As they entered the lobby, Dash spotted another pony behind the counter with a bracelet on her fore leg. Perfect. As they slipped by, Dash waved her own bracelet, catching her attention. When the other pony saw where they were headed, she nodded with a smile on her face. Two for one. Awesome. Cloudchaser led Dash into the far stall, bending over the toilet with a wide grin. “Let’s go, Dash.”

It took her ten seconds flat. Cloudchaser whimpered as she came, but thankfully didn’t give Dash a shower like her sister did. She was half an hour in by now. But thankfully, she was in the middle of Ponyville… Pink bracelets would be easy to find. Just as Cloudchaser limped out of the stall, the other pony behind the concessions counter entered. She was a unicorn, her coat a pale, creamy color. She hovered a cup of some liquid over to Dash, smiling.

“Clean up, missy. No dirty tongues on my asshole.”

“Yes, ma’am!” Dash swigged at the soda, spitting the first two mouthfuls into the toilet and flushing them down. Only when the unicorn turned around did Dash take a full drink, smiling before she set to work. Number six was under her hooves, but her jaw was beginning to tire… If she wanted to out-do Pinkie, she’d have to slow down a bit. Her hooves massaged the pale unicorn’s flanks, keeping her relaxed, calm… She still moaned whenever Dash gave her lazy, meaningless licks, though… Which meant she was enjoying it. Once Dash was recovered enough, she pushed her tongue deep into the unicorn’s pucker, breathing heavy over the warm flesh.

“Aah! Ye… Yeah!” She panted, flexing her muscles twice before reaching climax. Dash managed to side-step the gush of liquid, swiping the half-empty soda from it’s place on the floor.

“See you at Sugarcube Corner!” She smiled as she took off, flapping through the lobby and out of the window, not twenty minutes lost in the theater. She was rested, her tongue clean with the soda, and her eyes already scanning for the next pink bracelet. “Aha!” With a grin, Dash swooped out of the sky, her hooves curling under Twilight’s body.

“Dash! What the hay!” Twilight writhed in her grip, fighting to get away.

“Sit tight, Twi.” Dash grunted, flapping hard to carry them up to the bell tower in the middle of town. “I gotta… Hey, stoppit!” She had just landed before Twilight grabbed her with magic, pinning her hooves to the floor. “Look at my hoof, stupid!”

“Oh! Wait, Pinkie didn’t tell me it was you! I was looking for somepony else!”

“Well, lemme go so I can move on.”

“Move on? How many have you done already?” Dash thought for a moment.

“Six.”

“Damn. Well, who am I to say no?” Twilight’s horn died down before she spun around, her long tail sweeping aside to reveal a clean, tight pucker. Dash smacked her lips before setting to work, not giving Twilight a moment to relax inbetween the careful ministrations of her tongue. “Haah… Fuck, Dash… This is… HNN!” Twilight whimpered as Dash’s tongue spread her apart, sliding deep into her rear. The unicorn shuddered as Dash’s tongue undulated within her, slobbering all over her ass. “You’re… Really sloppy… AAH! Good, but sloppy! Really good!” Dash had arched her tongue at the remark, making Twilight whimper sympathetically. “Dash!”

“Haah.”

“Dash, I’m cumming! Aah!” Dash buried her tongue deep inside Twilight, feeling the unicorn’s muscles flex powerfully around her tongue. She groaned against Twilight’s rear, her hooves massaging her flanks to keep her relaxed. When the orgasm had passed, Twilight slowly curled up on the ground. Dash licked her chops, grinning wide at the spent unicorn.

“Seven. And here comes eight!”

“Hey guys! What’s going on up here!” Derpy flapped up to the top of the town hall’s bell tower, grinning crookedly. “Oh! Rainbow Dash, you have a bracelet! So do I!” Twilight looked up, her horn already glowing.

“Here, Dash… Lemme see your tongue…” Twilight whimpered. Dash pressed the tip against Twilight’s horn, feeling a tingling spell wash over it. “You’re clean now… Guh…” She rolled onto her side, panting as she tried to control her twitching abdominal muscles.

“That’s awesome! Come here, Derpy.” The grey pegasus landed and happily spun around, but toppled over in the process. Dash just rolled her eyes and picked the poor mare up, burying her face in Derpy’s tail. The pegasus gasped as her tongue immediately spread her apart, spinning in a wide circle around her clean ass.

“Oooh yeah, Dashie! That’s gooooooood!” Derpy groaned eagerly, her muscles twitching against the gentle ministrations. “Eat my muffin! Do it, Dash! Yeah!” As much as she didn’t like Derpy for the pain caused on the last renovation to the town hall, her eager cries were spurring the cyan pegasus on. She licked harder and faster than ever before, bringing Derpy to a relentless, strength-robbing orgasm.

“Haah. Ptoo.” Dash spat onto the wooden floorboards, letting the pegasus go.

“That was GOOD, Rainbow Dash!”

“Heh. Thanks. But I gotta go.” Dash’s wings spread, ready to take off, but Derpy’s hoof stopped her.

“Wait, wait… My boyfriend always says something before he rushes off… I forget what it was… He always said it in Fancy…”

“Oh, I know…” Twilight groaned, beckoning Dash forward. The two quick words she whispered into Dash’s ears seemed to fit… The pegasus grinned as she turned around, her wings spread wide. An hour left, and eight orgasms under her belt. Her lungs bellowed as she took off into the sky.

”ALLONS-Y!”

“Pwah! Done!” Dash’s tongue ached as she pulled out of her last victim, none other than a panting Roseluck. With not a second to spare, it seemd. A loud trumpet sound came from Sugarcube Corner, signaling their two hours was up. Dash smiled and helped Roseluck to her hooves, half-carrying half-dragging the spent earth pony to the store. There was a somewhat-large group of ponies gathered around, all of them chatting and talking excitedly. As Dash came into view, a good portion of them cheered for her. Panting, her sore tongue unresponsive, Dash smiled and waved as best she could before depositing Roseluck near the back of the group.

“Wow! Good job, Dashie! But do you think you beat me? Huhn?” Pinkie Pie was waiting near the front door to the store.

“I dunno, Pinkie…” Dash muttered. “I sure as heck tried…”

“Well let’s count them off! Everyone for Pinkie, raise your hooves!” Dash looked out over the crowd, counting them off one by one…

Sixteen, seventeen, eighteen, nineteen… “I count nineteen…” She muttered, narrowing her eyes at Pinkie Pie.

“Uh uhn! Twenty!” Pinkie Pie smiled. “I did Big Mac twice!” Dash’s eyes went wide as she looked over to Applejack’s older brother. If he was blushing, she couldn’t see it with his dark red coat.

“Eeyup.”

“Huhn. Alrighty then… All you ponies for Rainbow Dash, raise your hooves!” She smiled as a multitude of hooves rose into the air. She didn’t need to count. She knew how many it was. Pinkie Pie’s eyes darted to and fro as she counted.

“I count twenty. We tied, Dashie!” Pinkie Pie beamed. Dash’s eyes went wide as she scanned the crowd once more.

“Hey… Flitter, stand up!”

“S-sorry…” Another hoof rose weakly to join the others. Pinkie’s jaw dropped just as Dash grinned.

“Twenty-one.”

“Well… Fuck me.” Pinkie groaned, rolling her eyes. “You win, Dash… And remember, you get to do whatever you want with me.” Pinkie Pie grinned as she stepped closer. “Anything. You. Want.”

“Heh. Thanks, but not thanks, Pinkie.” Dash’s wings spread open as she flapped off. The small crowd groaned as Dash flapped away, and Pinkie looked on the verge of tears.

Dash zipped in out of nowhere, tackling Pinkie Pie back through the door to Sugarcube Corner. In the gust of wind left behind, the sign flipped around from ‘open’ to ‘closed.’ Dash grinned down at Pinkie’s shocked face.

“Roll over, Pinkie. I’ll show you who the true anal master is.”

--------- Notes from the Author ---------

*sigh* You come up with some weird shit, Avid Reader…

Fuckin’ love you.

Ignore the Dr. Who reference. Please. I beg of you. I’ve been watching that and playing League of Legends for the past few weeks… I’ve taken to just randomly yelling “ALLONS-Y!” and “DEMACIAAAA!” Wherever I go. Like a stupid freak.

Satisfaction Guarnateed

Lily teaches Fluttershy to be assertive.

Thanks to Epoch Win for the request!

This chapter will contain humanized non-pony clop.

Categories: A Different Kind of Love, Human, Domination, Lesson

Warnings: Light domination elements, but nothing too bad.

Quick Note: 20th request chapter, and still going strong! Here’s to 60+ more on the way!

“Satisfaction Guaranteed”

~-~-~-~

Lily’s eyes fluttered as consciousness slowly began to bloom, awakening her from a long, peaceful slumber. A quick, bleary glance at her clock revealed it to be well after noon. She had slept almost nine hours… What a night last night! Two customers at the same time, both of them incredibly skilled. It was the first time in recent memory that Lily had actually struggled to keep up with her mark for the night. And afterwards, cuddling and talking amicably, followed by a hot shower and the promise of a future visit… Lily shuddered in remembrance. It had been a very, very good night.

She swung her legs out of bed, humming happily to herself and stretching her arms over her head. The long rest had done her well, and she didn’t feel fatigued or drowsy in the slightest. If anything, it felt as if she could go again. Another quick shower was in order to at least tame her wild hair, followed by a hearty breakfast. She had work again tonight, and unlike other girls who might take a night off to recuperate, Lily looked forward to another night.

“You’re awfully chipper this morning,” Sierra muttered. She was another girl, an avian with ebony skin and bright green eyes. Lily smiled and hugged her friend, pulling the grumpy girl close. “Hey, hey, stoppit. I’m sore.”

“Aww, whussamatter?” Lily nuzzled into Sierra’s tangle of hair. “Poor wittow you need a bwanket?”

“Ha ha.” Her dry laughter came with an affectionate spank, making Lily squeak and jump a little. “Some of use actually get rough customers now and then.”

“You know,” Lily muttered, sipping her coffee as she leaned against the counter. “You can deny them, right? Even right before.”

“Yeah, but I have a reputation…” Sierra grumbled, buttering her toast. “Besides… Rough isn’t always bad.” They both laughed warmly, smiling as they took their breakfast into the dining room. Maggie’s was flourishing. There were dozens of girls all working, and they were full to capacity any night they didn’t take a break. Lily was happy in these days, and had many friends. Both inside and outside of Canterlot. Her thoughts traveled to Twilight Sparkle and the other elements of harmony, the times they had all shared over the past few years. Some women weren’t entirely cut out to be whores… But Lily, being a changeling, was able to stay ahead of the curve when it came to physique and appearance. She would always be beautiful, young, and eager. Sex never lost it’s allure for her, not even once in the past seven years of her life. And besides…

It was incredibly profitable.

“You ready for tonight?” Lily asked, taking Sierra’s empty plate from her.

“I think I might bow out tonight… I don’t think this soreness will fade.”

“Hmm. Can’t blame you.” Lily kissed the top of her head before slipping away to deposit the dishes in the kitchen sink. When she returned, Sierra was stretching.

“Yeah, I’m gonna head back to my apartment, take a nice long bath, and just curl up with a good book. Maybe some wine.”

“Sounds fun. Me, I’m hitting it hard again tonight. I’m kind of excited, actually.”

“Those guys were really that good?” Lily grinned at the avian, her girlish giggle betraying her coy words.

“More so than you could ever know…”

Maggie’s was already abuzz with company, and it was hardly past seven. Men and women were there in abundance, laughing and talking, drinking and flirting. This was her element. She was engaged with another voluptuous woman, talking heatedly about Canterlot and it’s many tourist attractions, when Lily felt a gentle tap on her shoulder. She excused herself, turning to see someone she honestly hadn’t been expecting.

“F-fluttershy?” She asked incredculously.

“Hi, Lily…” The shy avian hid behind her bangs, a ghost of a smile on her lips. Lily laughed as she drew Fluttershy into a gentle hug. Here was someone she had never expected to visit a whorehouse, even as a guest.

“What brings you here? This place isn’t suited for someone like you, I’d think…”

“Oh, uum… You’re right, I just… Wanted to ask you a question.”

“Fluttershy, we have phones. You could have just called…”

“It’s… Personal.” She whimpered, glancing furtively about. Lily glanced over her shoulder at the woman she had been talking to, but another woman named Jade had taken over. It looked as if the two of them were getting more and more cozy, so Lily didn’t have to worry.

“Come on. We’ll go somewhere alone.” Lily slipped through the small crowd gathered in the lounge, leading the shy avian off towards a side room. As they entered, Lily turned with a smile to Fluttershy. “I’m honored you’d come all the way to Canterlot to ask a question, but you being here raises some questions of my own, I won’t lie…” Still, she was happy to see Fluttershy. She hadn’t chatted with the meek avian in almost a year now. Fluttershy was a sort of friend who was more of an acquaintance than anything else… Given the shy woman’s personality, a whorehouse was the last place in Equestria Lily expected to see her.

“I, uum… Well…” Fluttershy wrung her hands together, trying to look anywhere but at Lily. “It’s… Something happened.” Lily’s spirits fell.

“Oh no… Fluttershy, what’s wrong?” Lily asked, stepping forward. Fluttershy whimpered slightly, but didn’t draw away when Lily laid a hand on her arm. The changeling was honestly concerned now, her expression drawn with worry.

“N-nothing… Everything, oh, Lily I don’t know!” Fluttershy rushed forward, throwing her arms around Lily, nearly taking her by surprise. She returned the hug after a moment, though, holding her close as she shook. “I… It wasn’t anything bad, really… Just that I need to change something.” Lily relaxed a little upon hearing that Fluttershy was, more or less, okay. She feared the worst for a moment, but it wouldn’t have made sense for Fluttershy to come all the way out to Canterlot for something like that… She would have sought the help of her friends before anything else.

“Calm down, Fluttershy… Just talk to me, okay?” Lily soothed her, gently stroking her hair several times. Fluttershy shook a little more before pulling away.

“Okay…” She whimpered. Lily guided her to the couch, smiling gently as they both sat. After a deep, calming breath, Fluttershy began. “I’m a shy person, never really known to be social or much of a conversationalist… Lately, though, I’ve been trying to get out more. But the more I see other people, the more shy I get… This is all born out of a need for… Well, to put it bluntly, I feel…” Fluttershy appeared to struggle with the next few words, her expression screwed up with concentration. “Unfulfilled.” Lily blinked at her.

“Like…”

“Sexually.”

“Aah. Go on.” Lily listened intently, giving Fluttershy her undivided attention. Now she understood why Fluttershy would seek her out… Though she probably could have learned just as much from Twilight…

“Well, nobody wants to sleep with someone who’s constantly shy and unassertive… So, I was wondering if… Uum…”

“You want me to teach you how to assert yourself?” Fluttershy’s slight nod made Lily smile. She reached a hand out to rest on Fluttershy’s arm gently, rubbing her with her thumb. “I can help you, Fluttershy. Trust me. You’ve come to the right place.”

“Oh… I, uuh… Brought some money…” She reached into a pocket, her cheeks flushing a little bit as she fought to pull what appeared to be a rather thick wad of bills out. Lily stopped her with a touch, smiling kindly.

“On the house, darling. Anything for a friend.”

“Ooh! Really? Th-thank you…” Lily smiled and took both of Fluttershy’s wrists in her own, pulling the woman to her feet gently.

“First thing’s first, Fluttershy. You can be shy, but still get what you want. You just need to assert yourself at the right times. And, truth be told, it doesn’t take a lot.” Lily smiled, shifting into Fluttershy with a smooth motion. Fluttershy gasped a little, but relaxed. It seemed that being around a changeling was still a shocking experience to others. “You see,” Lily released Fluttershy and stepped back. Her voice was a perfect match, even her clothes. “The word is called demure. Are you familiar with it?”

“I’m not…” Fluttershy muttered.

“It means characterized by shyness or modesty. Meaning that you don’t have to be this big, tough, assertive woman. Some men like a shy girl, and find it a pleasant surprise when she takes over at the right moment.” Lily’s outwards behavior changed dramatically. She was no longer energetic and graceful. Instead, she pulled her bangs over her eyes, her hands clasped in front of her. Her posture was unassertive and unassuming. In short, she was a perfect clone of Fluttershy. “Y-you see… Uum, you can… You know, act shy…” The real Fluttershy nodded, her eyes sliding up and down the vision of herself. “It looks okay, doesn’t it?”

“Yeah, actually… Am… Am I really that cute…?” Fluttershy muttered, her gaze sliding up and down Lily once more. Lily smiled and shifted back to her normal form, nodding at Fluttershy.

“You really are a beautiful woman, Fluttershy. Don’t let your self-esteem get in the way… But we do need to work on your shyness. Not getting rid of it completely, just making sure that you know when the right time to stop being shy and start being assertive is.” Lily tapped her lip for a moment, looking Fluttershy up and down once more. “Maybe some different clothes would help… But for this exercise, you’re fine. Now, we’ll try something. I’ll pretend I’m coming on to you. Try to act shy, to attract me, and decide for yourself when the right time to move in is, okay?”

“O-okay…” Fluttershy muttered.

“Hey,” Lily lifted her chin, smiling into Fluttershy’s beautiful eyes. “It’s just practice. Relax.”

“Right.” Her firm nod and warm smile told Lily she was ready. She stepped back, smoothly shifting into an average-looking man, rather handsome, plain clothes, slender body, just a little taller than Fluttershy herself. “Oh, uum…” Fluttershy raised a hand, her cheeks flushing a little. Lily arched an eyebrow, curious. “C… Could you… Be a woman for this?”

“Oh?” Lily teased, her form shifting once more. This time, she was a short, thin woman, wearing a simple dress with a flower pattern. Her breasts swelled against the fabric, long, sandy hair falling down her back. “Better?”

“Y-yes…”

“Ready?”

“Okay.”

“I’ll try coming on to you, but I won’t act any differently than another woman would. Act naturally, but when the time is right, assert yourself. Understood?” Fluttershy nodded, her faint smile rather heartwarming. Lily put one of her own on, and slipped into character. “Hello.” She said pleasantly, smiling at Fluttershy.

“Hi,” The poor woman answered shyly, hiding behind her bangs. Well played, keep the shy thing coming.

“How are you tonight?” Just an average conversation with an average customer. Lily had done this dozens, hundreds of times before…

“Fine, thank you… How are you?”

“Oh, I’m alright… It’s a beautiful night, isn’t it?”

“It really is…” Fluttershy looked out of the nearby window, smiling faintly.

“What… Brings you to this place?” Lily asked innocently, taking a single step closer.

“Oh, nothing, really… Just… Relaxing, I suppose…” Perfect. Leading enough to keep Lily interested, but not enough to betray her true intentions. Fluttershy had a knack for this, whether she realized it or not.

“That’s good… You said relaxing, though. Are you stressed?” Lily’s question was innocent, but reading between the lines would reveal just a hint of suggestion. She took a half a step forward, her hands clasped behind her back.

“You… Could say that.” Fluttershy’s thin smile was entrancing. Lily couldn’t help but let the corner of her mouth twitch with a sort of pride before she returned to character.

“Why are you stressed? Is something bothering you?” Another leading question, and this time, Fluttershy engaged… But only slightly.

“Maybe,” She muttered, withdrawing a bit. “It’s not important, though.”

“Aww, don’t put yourself down. You’re more important than that, I’m sure.” A little reassurance. Fluttershy smiled, her right eye peeking out behind her hair momentarily.

“Th-thanks. What about you? Why are you here?” Now, for every shy person’s bane. Lily turned assertive.

“I’m looking for someone to share my bed tonight.” Lily answered off-handedly, lifting her shoulder in a nonchalant shrug.

“Oh, my…” Fluttershy withdrew behind her bangs once more, in perfect form. Draw them in. Don’t shut the assertive person down, but don’t lead them on too much. Make them chase after you. Lily smiled and stepped closer. Fluttershy didn’t move away.

“Interested?” Lily’s husky breath was close enough to wash over Fluttershy’s face. Her hands rested at her sides now, almost like she was ready to reach out and touch Fluttershy.

“M-maybe…” Perfect.

“Hmm, you don’t sound convinced- MFF!” Lily was cut off as Fluttershy lunged forward for a small kiss, barely a ghost of a peck. She withdrew once again, her cheeks flushed, her eyes gazing down and to the side. Lily smiled warmly. Then Fluttershy turned away, walking towards the bed. She appeared to wander aimlessly, taking slow steps, her gaze looking all over, but she was most definitely heading towards the bed. Lily went to lock the door quickly before following. Fluttershy sat on the edge of the bed, still not looking at Lily. She was waiting for her to make the first move. Smiling at her impromptu student’s progress, Lily took the bait. Just like anybody else would have. She sat on the bed next to Fluttershy, her hand gently cupping the avian’s. Fluttershy glanced at her, still blushing, but didn’t pull her hand away. Still waiting for Lily to make the first real move.

“Hey,” Lily cupped her chin with her other hand, gently drawing Fluttershy’s gaze around. Their eyes met, looking deep into one another’s for a few long moments. Slowly, Lily leaned in for a warm kiss, their lips meeting warmly. Even in kissing, Fluttershy didn’t lead her on. Not until Lily opened her mouth, letting her tongue brush across Fluttershy’s lips. Then, everything changed.

With a sudden motion, Fluttershy rolled over, swinging a leg out to straddle Lily’s waist. Her hips dropped low, pinning Lily to the bed, even as her hands gently guided Lily down onto her back. The sudden transition took her by surprise. A pleasant one. Fluttershy’s tongue eagerly slid into her mouth, feeling warm and slippery. Lily groaned inadvertently, her hands resting on Fluttershy’s hips. The avian swirled her tongue around once, twice, pulling away with a hot breath.

“Very good.” Lily groaned, giving Fluttershy a warm smile. “You did that perfectly well, Fluttershy.”

“Th-thanks…” Fluttershy muttered. “I wasn’t sure if I should… I mean, feel.” Fluttershy took Lily’s hand, guiding it from her hip up. Lily blushed a little as Fluttershy pressed it into her chest, just above the smooth slope of her left breast. Underneath the skin, though, Lily could feel the thumping of Fluttershy’s heart. “It’s beating so fast… That was so exciting. Scary, but exciting.” Fluttershy whimpered, her soft blush so damned cute.

“Well, you did perfectly well, Fluttershy. I didn’t do anything that anybody else would have. If you act just like that, you ought to do well.”

“But…” Fluttershy muttered. “You’re… Not doing what anybody else would do…”

“What?” Lily asked. Fluttershy smiled, her other hand raising to wrap around Lily’s. Smoothly, she opened her palm, sliding it just a few inches lower until Lily was cupping Fluttershy’s breast.

“You’re not doing what anybody else would be doing in this situation.”

“Eer…”

“Here,” Fluttershy groaned, her hands guiding Lily’s in a slow circle. Lily felt Fluttershy’s breast swell around her fingers as she massaged it, her eyes wide. “Touch me. Anywhere you want.”

“Fluttershy, this isn’t-“

“Shh,” Fluttershy cut her off with a finger to her lips. “Don’t talk… Just touch me.” The finger left her lips, falling instead to the hand still on her waist. Both of Lily’s hands were guided upwards, cupping both of Fluttershy’s large breasts. She was forced to massage them both in slow circles. Fluttershy was taking it to the next step.

“I don’t think you want-“

“But I do.” Fluttershy panted. “You told me to take what I wanted,” She leaned forward, pressing Lily’s arms down insistently. “And I want you.”

“Fluttersh-Mff!” Once again, she was cut off by a kiss. But the scenario was over now. Fluttershy had learned to be assertive… Perhaps a bit too assertive. Her tongue pushed firmly into Lily’s mouth, her warm saliva plentiful as it explored. Lily couldn’t fight the fresh wave of arousal that oozed from her center, her chest twitching slightly underneath Fluttershy. Then she felt the hands. Fluttershy grasped both of her breasts, squeezing the large orbs firmly.

“Aah!” Lily whimpered, her back arching slightly.

“Hmm,” Fluttershy pulled her lips away with a smile, giving Lily another squeeze before leaning in for another kiss. This one was over quickly, but only because Fluttershy began moving her lips down Lily’s jaw, over her neck. All the while, her warm hands cupped and massaged, squeezing and pinching with teasing, gentle touches. Lily whimpered, her hips squirming, her body tingling where Fluttershy’s lips pressed to it.

“Good?” Fluttershy panted, her hot breath washing over Lily’s neck.

“We were done a while ago, hnn-!” Lily groaned. “Y-you can stop-“

“But I don’t want to.” Fluttershy slowly walked down Lily’s body, her lips leaving a shining trail of wet kisses. “And you don’t want me to, either.”

“N-not so sure about that… AAH!” Lily gasped as Fluttershy moved one hand down to her thigh, firmly sliding up upwards. Her fingertips pressed against Lily’s clitoris through the thin fabric of her panties, making her shudder. She fought Fluttershy’s hand away, but the avian smoothly gripped both her wrists in one hand. Smooth and easy, Fluttershy rose her hands over her head, pinning them into the warm covers.

“You’re wet.” Fluttershy moaned. “You want this. Don’t lie to me.”

“F-fluttershy,”

“Shh… No more complaints. See?” Fluttershy pulled her finger away from Lily’s crotch, the digit glistening even though she had only been touching her through her panties. Lily whimpered at the sight, her body tingling all over. “You want this just as much as I do… So relax. And let me.” Lily’s hands were freed, but she couldn’t have done much good with them anyways. Fluttershy slipped off of the bed, both of her hands pushing Lily’s dress up over her hips. With a soft gasp, Lily felt her panties smoothly stripped off.

“F-fluttershy! S-stop!”

“Hmm…” The avian pushed her head inbetween Lily’s knees, forcing her legs apart, forcing her to expose her crotch. She continued her advance, and didn’t stop until her eager mouth opened to press against Lily’s wet slit. With a loud, firm gasp, Lily arched up from the bed, her entire body shaking as pleasure rocked through her. Fluttershy’s tongue immediately pushed forward, spreading her wet lips apart and sliding as deep as she could manage. The sudden penetration made Lily whimper helplessly, her stomach twitching.

“Haah… Aahh,” Fluttershy slid her tongue in and out several times, groaning as her hands laid flat on Lily’s stomach. She couldn’t be stopped. Lily didn’t want to stop her. But this was most definitely not what she had planned. Not to mention, Lily was almost always the dominant one… To be taken advantage of like this, it was so…

Exciting.

“F-fluttershy! I’m gonna- AAHN!” She couldn’t help it. Her first orgasm gripped her entire body, making her toes curl in midair as she released. Waves of bliss pulsed into her from her crotch, radiating outwards. When they reached her head, her vision swam, her eyes fluttering closed.

“See?” Fluttershy teased, pulling her lips away. She slowly pushed Lily’s dress higher and higher, helping her take it off. Her bra was taken with it, and when Fluttershy pulled both articles over her head, Lily was left completely bare. “You want this… You want this very much.”

“Uuhn…” Lily gave a dull groan as Fluttershy spread her legs, her hand cupping all of her aching crotch. She rubbed firmly, spreading the mixture of saliva and wetness all over. “F-flutter… Hnn…”

“See? You can’t even talk. You’re so wet, Lily… And you taste so good. Here, taste yourself.” Fluttershy’s fingers pressed against her lips. She couldn’t help but lick the avian’s fingers, moaning at the musky taste. “Do you want to taste me?” Fluttershy panted. “I bet you do… Lay there, Lily. Lay there and watch me.” Fluttershy slipped off of the bed, and Lily’s eyes looked down the length of her own body. She watched as Fluttershy pulled her shirt and bra off, exposing large, jiggling breasts. Her flat nipples slowly stood up as they were bared, the flesh puckered with gooseflesh. She took a little while to take her sandals off, but smoothly slipped out of her Capri pants and panties. Lily saw a thin strip of pink hair on her pubis, and unless she was mistaken, the crotch of her panties had been a little dark. Fluttershy kept the momentum moving, crawling up onto the bed.

“Do you like what you see…?” Fluttershy asked, smiling down at Lily as she crawled forward.

“Y-yeah…”

“Hmm. Good. You’re going to like it more in a second… Here.” Fluttershy walked over Lily’s face, her breasts brushing the changeling’s lips for a moment before she moved to settle her hips over Lily’s mouth. She was smothered with Fluttershy’s crotch, the thin, musky scent of arousal intoxicating. “Lick it.” Fluttershy groaned, her hands running through Lily’s hair. She felt pressure, a small amount of pain, tingle through her scalp. Fluttershy used her hair to pull Lily’s mouth firmly against her dripping womanhood. She had no choice but to obey. With a hot breath, Lily pushed her tongue out, caressing Fluttershy’s crotch.

“Oh, yeah…” Fluttershy moaned, throwing her head back. Lily could only see up Fluttershy’s flat stomach, the underside of her heaving breasts… Her hair was pulled more firmly as she licked again, and again, and over… The combination of pain shooting through her head and the taste of Fluttershy’s pussy was so arousing… She squirmed her hips, eager for another orgasm already. She wanted it. She needed it. But all she could do to interpret that need was lick harder. So she did. Harder and faster, with a growing, almost animal sense of need. Fluttershy began grinding her hips against Lily’s mouth, gasping and moaning louder.

“Lily! Lily, I’m gonna cum! Aa-AAHN!” Lily was rewarded for her efforts with a fresh wave of feminine release. Her tongue was coated with cum, and she lapped it all up eagerly. Whimpering and squirming still, she couldn’t help but let one of her hands fall to her crotch, finding her clit and rubbing it smoothly. The combination of vaginal stimulation and oral fixation nearly pushed her over the edge. But Fluttershy caught on to her masturbation.

“Hey! None of that!” Her hand was pulled away firmly, pinned in the sheets. “You’re not allowed to touch yourself.” Fluttershy grinned down at her. “That’s my job.” A momentary look of confusion passed over her face as she looked down at Lily. “Uum…” The shy smile was back for just a second. “Lily, do you have any… Rope?” Lily blinked. Did Fluttershy mean to tie her up? The mere thought made her center twitch and ache some more.

“Bottom drawer.” She nodded towards the bedside table, whimpering slightly.

“No moving.” Fluttershy released her wrists, pointing a finger at her. Lily didn’t dare test Fluttershy when she was like this. Though the thought of what she might do if Lily did was an entertaining one… Fluttershy rustled around through the drawer, her full rear bent over and exposed to Lily. Just between her cheeks, Lily could see Fluttershy’s glistening core, just waiting for more fun… When Fluttershy stood up again, though, she held in her hands several things that made Lily’s breath catch in her throat.

“Look what I found.” Fluttershy flourished her discovery, waving it suggestively in front of Lily’s face. “We’re going to have some fun with this. But not until your hands are out of the way. On the bed.” Lily crawled up onto the bed fully now, flushing as she watched Fluttershy uncoil the waxed, treated rope. “Let me see your wrists.” Obediently, Lily pressed her wrists together, offering them to the assertive woman. It took her a few tries, but she managed to tie a satisfactory binding, with enough room leftover to stretch Lily’s hands above her head. Tied off to the headboard, Lily couldn’t do anything with her hands. She looked down at Fluttershy as the avian retrieved the toy from earlier.

“Do you want this?” She moaned, holding the double-ended dildo just above Lily’s face. The pink phallic object wobbled obscenely as Fluttershy passed it back and forth.

“Y-yes.” Lily whimpered, her thighs squirming together.

“How much?”

“Very much…”

“Enough to lick it?”

“Yes,”

“Here. Lick it. Cover it with your spit.” Fluttershy pressed one end against Lily’s lips, giving it a little bit of pressure. Lily groaned and opened her mouth, ready to accept it. Fluttershy obeyed, pushing the dildo into her mouth, spreading her jaw apart until it almost ached. Then she pushed it deeper. Lily felt the head press against her throat, sliding perhaps an inch down the opening. She held it there for a little while, choking her, cutting off her air supply. It was nothing new to her, and she was practiced. Her tongue massaged the underside, working up saliva that coated the entirety of the firm rubber shaft.

“Good girl,” Fluttershy cooed, pulling it out. “My turn.” Panting, Lily watched Fluttershy push the other end of the dildo into her own mouth, moving it back and forth, her tongue slipping out to slide over the fake shaft. The entire sight was not helping Lily’s predicament, particularly since her core ached so badly. She needed to release, and she needed it now… Whimpering, Lily squirmed her hips more, wishing Fluttershy would get on with it. Whatever it was she had planned. Smiling, Fluttershy pulled the dildo out of her mouth, a single string of saliva stretching between her lips and the shining head.

“Are you ready for it, Lily?”

“Yes, yes, please…” Lily whimpered. Her legs spread eagerly, exposing her glistening core to Fluttershy. She couldn’t touch herself, couldn’t take over and get what she wanted… She was at Fluttershy’s complete mercy, unable to anything for herself.

And she was loving every second of it.

Fluttershy wasted no time in positioning herself between Lily’s spread legs, one of her own lifting up so she was scissored with the changeling. She guided the dildo between them. Lily felt the first tendrils of pleasure as the slick head rubbed against her lips, spreading even more of her wetness all over. Fluttershy chuckled, pushing forward…

“Aah!”

“Good girl,” Fluttershy moaned, inserting the other end into herself. “Now lay there, and take it…” With a rough motion, her hips drove forward. Lily felt herself filled to the brim, her eyes open wide and her back arching firmly.

“AAHN!”

“Oh yeah!” Fluttershy gasped, throwing her head back. Her wings flared out, filling the air above the bed. Roughly, her hips began to thrust against Lily’s, the wet sound of flesh-on-flesh impact punctuating the rough, stomach-twitching pleasure of being fucked by the slippery pink dildo. Lily cried out with each pulse of pleasure that shot through her, her lungs filling and emptying over and over. Fluttershy was ruthless, her hips slapping against Lily’s thigh, spreading her legs further, filling her dripping hole over and again with rough, passionate thrusts. Lily felt Fluttershy’s own wet core press against hers. They were both completely filled, their swollen clitorises rubbing together now and then. Fluttershy’s hands wove into her hair as she leaned forward, driving down and against Lily. Her clit was now firmly plastered to Lily’s, making the sensation of being filled so completely all the more better.

“Lily! Lily, I’m cumming! I’m cumming!” Fluttershy gasped, her thin breath underlying Lily’s throaty cries.

“Aah! Aah! Harder! Fuck me harder!” Lily begged, her dripping cunt so close to release. She was on the brink, ready to fly over that edge and off into orgasmic bliss.

“Cumming! Cumming! CUMMIIIIIIIIIING-!” Fluttershy’s back arched, her hair flipping in a perfect arc as she released. Lily let it go at the same time, both of them slathering the pink dildo with their naughty, slippery juice. The pleasure rocked Lily to the core, her chest shaking as she drooled helplessly. Her hands pulled at the binds until the rope and the headboard both creaked in protest. Fluttershy’s entire body was tensed atop Lily, her soft twitching grinding their sensitive, swollen clits together. Lily was completely lost to the pleasure, drooling and panting as it filled her front-to-back and over again. Only when Fluttershy collapsed backwards, the dildo still stretched between them, their legs a tangled mess, did Lily feel her orgasm fade away… The two of them lay there, tangled, still partially filled, and panting heavily. They took up the entire bed between the two of them, even though they were still oozing juice, and slightly sweaty.

“Oh my goodness…” Fluttershy finally managed to moan. “That was amazing.”

“Y-yeah it was…” Lily panted, still breathing heavy. Her muscles flexed around the dildo, gently pushing it out of herself. Fluttershy groaned as she took another inch or so, but once Lily let it go, Fluttershy pushed it out too. The dildo flopped out between them, resting against Lily’s thigh.

“Shower…?”

“If you untie me.”

“Oh! Right… S-sorry…” Fluttershy was her normal self once more, her expression worried as she sat up and worked at the knot. Lily rubbed her wrists as the rope slid to the floor, smiling up at Fluttershy.

“I’m not even angry.” She muttered, pulling Fluttershy down for a quick, passionate kiss.

“Thank you, Lily… That was incredible.”

“Come on.” Lily smiled at Fluttershy, pulling the dildo off of the stained covers. “We need to clean up.” Together, they entered the bathroom, turning the water on hot. They scrubbed and washed one another, taking turns cleaning one end of the dildo or another. When they were done, they held one another under the hot stream, enjoying the feeling of closeness and warmth. Lily kissed Fluttershy’s cheek and cranked the water off, wrapping them both in one big, fluffy towel. She didn’t even bother drying completely before slipping under the sheets. Fluttershy wrapped both of her arms around Lily, pulling her close against her own chest.

“Thank you again, Lily…” She moaned, kissing Lily’s shoulder.

“My pleasure, Fluttershy.” Lily yawned. The whole ordeal had taxed her. She was done for the night.

“I hope… If I ever feel like I’m not assertive…”

“You can come take ‘lessons’ from me any time, Fluttershy. Satisfaction guaranteed one way or another.” With a soft chuckle, both of them slipped off…

Cocktail

Berry Punch and Raindrops get it on.

Thanks to FlimFlamBros. for the request!

This chapter will contain non-human pony clop.

Categories: Rainwater Martini, Berry Punch, Raindrops, Drinking

Warnings: Should be a tame-ish chapter.

Quick Note: This is a ship featured in my other story “Rainwater Martini.” Raindrops is a pretty vague background pony. But in the opening theme, after Twilight and Spike get off the balloon, she and Berry Punch can be seen on the left side of the scene, and they look really happy together. I’mJustAnotherBrony requested that I ship these two together, but he asked that the fic remain teen-rated. As a clop author, this was kinda tricky to do, but the story received good reviews, and is one of the best-rated I’ve written. Still, this scene is kind of a shoe-in for the story, since I never got to explore in-depth the relationship between the two of them.

I’ve been meaning to write this for a while, but I just haven’t gotten around to it. Both as a request and a necessary evil for the story. So I hope you guys enjoy ^.^

“Cocktail”

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Berry Punch blinked as she slowly awoke, feeling her temples throb lightly. “Urgh,” She moaned, rolling over.

“Oof. Hey.” Berry Froze. Somepony else had spoken. “Roll ‘ver,”

“Oh shit. Sorry.” Blushing, Berry Punch rolled back over, spinning around to look at the pony sharing her bed. That’s right. It was Raindrops.

“Good morning to you, too… You’re a rowdy sleeper.” Raindrops yawned, sitting up. Her brilliant blue mane stuck up at an odd angle, and her eyes were half-lidded with residual sleep.

“Well you’re a rowdy drinker.” Berry Punch grinned as she leaned in to nip Raindrops’ neck. She remembered then that she no longer slept alone… In fact, she hadn’t for a while. “And I drank a little too much last night.”

“Tell me about it.” Raindrops whimpered as Berry Punch’s lips teased up and down the pegasus’ sensitive neck. “You were so gone last night we hardly got to cuddle before you were out. Left me hangin’…”

“Hmm. I’m sorry.” Berry Punch teased, a cute smile on her face as she affectionately kissed and nuzzled Raindrops’ neck a little more.

“Well no sense in trying to make it up to me now,”

“Aww, but I want to.” Berry Groaned. Raindrops pulled away, slipping off of the bed. Berry flopped back down into the sheets, rolling her head to look at the attractive mare.

“Fine. But lemme shower first?”

“Need some help?” Berry Punch propped herself up on her elbows, smiling pointedly as she watched Raindrops’ retreating flank.

“Shush you.” Raindrops grinned back at her, flicking her tail aside. That allowed Berry a long, pointed look at what lay behind it. She flushed brightly before slipping out of bed herself. The sound of the shower greeted her as she pushed through the bathroom door. Raindrops was already standing under the stream of water, but the curtain was only half-drawn. To Berry Punch, that might as well have been an invitation. As surreptitiously as a half-hungover mare could manage, Berry stepped into the shower, pulled the curtain closed, and nuzzled close against Raindrops’ side. The yellow pegasus extended her wing, covering Berry’s back, pulling her close. Berry kissed Raindrops right behind her ear, smiling as her marefriend shuddered.

“Good morning,” She muttered quietly.

“Mornin’…” Raindrops turned her head to smoothly capture Berry’s lips in a passionate kiss. This was much more than your average good morning kiss… Berry read more into it, finding something she sorely wanted. Pressing closer, Berry poked her tongue out, teasing Raindrops’ lips. The pegasus whimpered before returning the gesture. Their tongues met in the middle, twining around one another’s as they kissed passionately. Berry leaned closer, and Raindrops moaned louder.

“Come on,” Berry panted, pulling away from the kiss. “Let’s at least finish showering before we get into this…” Raindrops gave a reluctant, breathy moan before nodding weakly. Apparently, Berry had her really worked up after last night. Through the haze of drinks, she seemed to recall more than one heated makeout session and more than a few lusty glances… But apparently she hadn’t delivered before passing out… Now that she thought about it, she was remarkably frisky herself.

They finished showering together, and by the end, Berry’s headache was long-gone. She felt rested and refreshed, a little frazzled but ready to tackle a new day. At least, she did until Raindrops pushed her roughly down onto the bed. Still relatively damp from the shower, Berry felt the cool, rumpled sheets grow damp underneath her. “Oof!” She grunted upon landing, looking at Raindrops incredulously. “What are you-“

“Shush.” Raindrops panted, kissing her again. This time, the bold pegasus shoved her tongue roughly into Berry’s mouth, filling her with it’s refreshing, clean taste. She blushed furiously, her tongue helplessly numb against the oral onslaught. She couldn’t do anything to stop it. Truth be told, she didn’t want to stop it. Raindrops slowly stood up on the bed, straddling her prone lover, keeping her pinned. Any day, Berry would have flipped her over, pinned her down, and taken over… But the look in Raindrops’ eye dissuaded her. After last night, Berry felt like she owed it to her…

“Hmmf…” Instead, Berry lay stretched out underneath Raindrops, feeling her heart pump faster, her chest tighten with pressure. Raindrops kissed her harder, swirling her tongue around in smooth circles. Berry tried to keep up, but trying to out-pace a pegasus was a futile effort. Instead, she endured it, letting her mouth fill with saliva. Raindrops slowly lowered herself down, flattening her chest against Berry’s. Their legs tangled together in an intricate pattern, one that Berry honestly didn’t want to untangle. Thanks to the fact that Raindrops pressed her knee almost directly against Berry’s crotch. She moaned absently into Raindrops’ tongue, feeling her arousal begin to build to a head.

“Hahhn, mwah.” Raindrops pulled away from the kiss with a smile, strings of saliva stretching between them for a moment before breaking off. She grinned down at Berry’s pained expression, her knee slowly pressing higher…

“Aah!” Berry gasped as she felt the first bit of wetness seep from her marehood.

“Hmm, you like that?” Raindrops panted, grinding her knee firmly against Berry. The poor earth pony nodded, her cheeks flushed brightly. Her coat was still damp from the shower, which wasn’t helping either. The musky scent of arousal filled the air soon enough, though with the fresh and clean smell from Raindrop’s blue mane, it was offset. Berry whimpered, her hips squirming to try and grind a little harder against Raindrops. She didn’t pull away, but let Berry work herself over, her thigh slowly darkening with the juices. “Naughty girl,” Raindrops chuckled, leaning in to nibble playfully at Berry’s chest. “You’re getting really wet. Hmm, can you feel that?”

“S-stop teasing…” Berry whimpered. She wanted so badly to roll over and take Raindrops then and there, to beat her into the sheets with her tongue, make the pegasus scream with each release, and then ruthlessly give her more… This way, she was just getting stirred up, uselessly aroused. What good was getting wet if you didn’t use it? Whimpering, Berry restrained herself. This was for Raindrops. Let her do what she must.

“If you say so.” Berry gasped as Raindrops smoothly dipped low, her leg leaving Berry’s dripping core. She groaned as Raindrops dipped her hooves underneath her squirming hips, lifting her up. Glancing down the length of her body, Berry watched as Raindrops opened her mouth wide. The pegasus’ hot breath washed over her twitching lips, preceded only marginally by her hot tongue.

“Aahn!” Berry cried out loud as she felt the flat, smooth tongue glide over her soaked marehood, all of it punctuated by a firm, audible groan. She shuddered underneath the touch, whimpering and twitching. Raindrops didn’t hold back, though. She pushed her slippery tongue deep into Berry’s soaked walls, her hot breath washing over her coat. The sense of penetration, of being filled to the brim, made Berry’s entire body quake. She released a shuddering breath, her eyes slowly closing.

“Uuhn…” She couldn’t articulate a single word in that moment. A haze of stupid pleasure pulsed through her, filling her front to back with the warm, pulsating sensation of being pleased. Raindrops wriggled her tongue about inside, pressing to all of the spots that set Berry Punch off. Whimpering and gasping, Berry Punch didn’t last very long the first time. The entire morning thus far had been spent winding her up tighter than a spring, and she couldn’t last forever. With a loud gasp, he released her first orgasm, whimpering as the pleasure gripped her by the chest, shook her until she was nothing more than an oozing, panting pile of mare flesh.

“Delicious.” Raindrops licked her dripping lips with a happy smile on her face, grinning down at Berry’s pleased face. “Hey now. Don’t faze out on me yet. You’re an earth pony. You can take it.” Raindrops adjusted so she was standing over Berry the opposite way. Looking straight up, Berry could see Raindrops’ glistening slit poised just above her, tantalizingly close. As always, she had no scent. Raindrops was always clean and fresh, next to nothing but the texture of her center touching Berry’s tongue. With a whimper, she slid her tongue forward, eagerly returning the favor. Compared to Raindrops’, Berry’s tongue was much more thick and muscular. She couldn’t fit it inside very well, but when she did, she usually made the poor pegasus cum instantaneously.

Not the case today. Apparently going to bed aroused gave Raindrops incredible stamina. When Berry Punch slid her tongue as deep into Raindrops as she could manage, the pegasus did nothing. She didn’t even groan. Instead, her tongue slid over Berry’s own slippery center, making her groan with the sensation once more. Panting already, Berry worked her tongue around and around in a circle, fighting hard to avoid a second orgasm. She was already so close… Something about Raindrops this morning was just so arousing, so very erotic… She could hardly hold back. She wanted to pay her lover for the trouble she put her through last night, but it felt like it was her being serviced instead. Not that she minded, but it was annoying…

“Haah… Babe, please. Stop. I’m so hnn-!” Almost as soon as she started to beg, Raindrops turned her attention to Berry’s swollen clitoris. Flicking and swirling it ruthlessly, the yellow pegasus pushed Berry over the edge. “AAHN! HRR-AUGH!” With a throaty grunt, Berry arched her hips up from the bed and let loose with a second orgasm. Her juices flowed fast and free from her twitching core, dampening the sheets beneath her hips further. Raindrops lapped at her center sloppily, passing her tongue over the twitching flesh rapidly to make her shudder. The pleasure was endless. Berry was reduced to a whimpering mess within two orgasms.

This was a problem.

Berry would be lucky to get one with her flighty pegasus friend before Raindrops was tapped, panting and sore. Now, Berry was two down, and nothing she was doing was egging Raindrops on… This was a major problem.

Because now, Raindrops was done with her tongue. Leaping off of Berry, she strutted straight to the bedside table and pulled the drawer open. “Babe, no,” Berry Punch writhed atop the sheets. She really didn’t want to face what was in that drawer. More specifically, she didn’t want to face it in the very capable hooves of Raindrops. “Please, just… Lemme lick you.”

“I never said you weren’t gonna lick me.” Raindrops teased, pulling a thick vibrator from the drawer. She dropped it on the bed next to Berry, fishing out… Oh no. “In fact, I’d be upset if you didn’t… But I’m gonna have some fun with you. So spread ‘em.”

Berry Punch had no choice to do so. Raindrops grinned lewdly as she plodded back around the bed and settled between Berry’s legs. She started laying the three items out one-by-one, smiling pointedly as she toyed with each one before setting it down. First was the vibrator. Thick and white, it was modeled almost detail-for-detail after a stallion’s cock, but designed for mares in lesbian relationships. It had three settings, which Berry liked to refer to as ‘groaning, moaning, and screaming.’ The second item was a bottle of lubrication. Which Raindrops promptly began to spread onto the third item.

“Relax.” She teased, rubbing the first bead against Berry’s pucker. She drew her lower lip inbetween her teeth, whimpering as she felt the pressure build up on the sensitive, puckered flesh. Raindrops grinned up at her, repeating the first order. “Relax, or this won’t feel good…” She had no choice. With a hot breath, Berry un-tensed her muscles, and felt her ass slowly spread around the first anal bead. “There you go,” Raindrops teased, rubbing the twitching pucker with the edge of her hoof. “See? Doesn’t that feel good?”

“Uuhn…” Berry fought the urge to drool as the pleasure turned from sharp, jolting pains into this low, dull throb of sensation. Raindrops grinned and pulled the vibrator closer, running it up and down Berry’s glistening marehood. She felt the plastic grow more and more wet, gliding over her flesh with ease. Her lips spread, welcoming it in, but it never entered… She never felt it fill her up with it’s buzzing, wonderful sensation… Instead, she felt the second bead glide into her anus.

“Ah!” She gasped, tensing immediately. That squeezed the two beads firmly, making them press together inside of her, even as Raindrops grinned up at her. Slowly, she eased the flared tip of the vibrator inside, giving Berry just a hint of what was to come. Panting already, Berry looked down at her lover, her expression begging… Pleading for release. “Please…” She whimpered. “Please, lemme lick you…”

“No problem, love.” Raindrops smoothly jumped onto the bed, spinning herself in a graceful half-circle so both of her hooves rested on either side of Berry’s head. Eagerly, the lavender mare lifted her head, but was smoothly pushed back down when Raindrops dropped her hips. Pushing her own marehood forcefully into Berry’s mouth made the poor earth pony cry out with surprise, even as Raindrops shoved the last full bit of the vibrator into her.

Normally, Berry took the dominant role in their lovemaking. She was strong and persuasive, and had what it took to hold the flighty pegasus down and exact the pleasure she desired. This time around, though, her muscles wouldn’t listen to her. Raindrops had free reign to do as she saw fit, and all Berry could do was whimper in complaint. It was so new, so different… So exciting. Berry’s tongue filled Raindrops once more, intent on making the yellow pegasus cum before she did.

Ultimately, she failed, and it was thanks to a dirty trick from Raindrops. She pushed a third bead into Berry’s back door, more than they had ever done in one session. Berry whimpered at the sensation, already on the cusp… What threw her over the edge of the chasm into nothingness, though, was the vibrator. Raindrops flicked the setting over to ‘groaning.’ Berry Punch’s head fell to the sheets as her orgasm rocked through her body. Raindrops was so wet, she continued to drip her wetness all over Berry’s face and open mouth, making her all the more aroused at the sight of such a wet pussy above her. Berry Punch could handle dozens of orgasms. It’d take much more from Raindrops to put her down for good. So she wrapped her hooves around the pegasus’ waist and pulled her down for more action.

Then the fourth bead slid inside, along with an increase from the vibrations. Another orgasm ripped through her body, staining the sheets as Raindrops had to pull the buzzing toy out of her pulsing, slick vagina. Panting and whimpering, Berry fought to return her attentions to the glistening pair of petite lips above her, but something kept her from doing so. She was filled front-to-back with pleasure, completely inundated, and unable to do a damn thing for herself. Whimpering and twitching, Berry let her orgasm rampage unheeded, ending with a breathy grunt and a few twitches.

“Not done yet, Berry.” Raindrops panted. Berry heard the vibrator increase in intensity, the motor whining with a high-pitched hum. Berry knew that if Raindrops pushed the buzzing toy inside of her, she would cum almost instantly.

It was surprising, then, when Raindrops pushed not only the toy into her, but the fifth and last anal bead.

“AAAAAAAAAAAAIIIIIIIIIEEEE!” With a scream that would have woken the neighbors, Berry was hurtled over the edge into an abyss of pure, unrestrained pleasure. Gasping and twitching, she poured juice from an abused marehood, whimpering as the pleasure rolled through her entire body. She lost all muscle control, gasping as her eyes fluttered close and her legs jumped helplessly. It had all escalated so quickly. She didn’t even have a chance to pay Raindrops back. In fact, the pegasus hadn’t came once. Now, Berry was… What, four? Five? She didn’t even know how many times she had came…

The pleasure took a long, long time to fade away and leave her there, twitching and grunting as the last few tendrils washed over her. Raindrops didn’t appear to be finished, though. Her tongue continued to sloppily run over the dripping hole beneath her, sending shudders of pleasure shooting through Berry’s core. She whimpered and twitched, feeling the unrelenting wave of pleasure wash over her. Her senses were dulled down almost completely. She couldn’t hear, could hardly see, and most definitely couldn’t smell… But she could feel everything. Every little nuance of Raindrop’s flat tongue, every bead that pressed against the ridges inside of her twitching anus… Every last detail. She whimpered and laid flat, her mouth drooling helplessly as she was subject to the most brutal and amazing sexual stimulation known to ponykind.

Raindrops pulled Berry’s clitoris into her mouth, teasing the hood aside to expose the swollen bead of flesh. When she had it, she sucked and released tension rapidly, which had the effect of running Berry’s clitoris over her teeth. Gasping, Berry felt the beads increase in pressure… She was pulling them out. As the first one popped free, Berry twitched. The second made her cry out. And the last three slid out with a wet sound, accompanied by a veritable flood of squirting, sloppy fluid. Berry Punch screamed long and loud, the feeling of being emptied at last, both her lungs and her ass, sent her off into some blissful haven… She couldn’t stay open to it any longer. She needed to close her legs, to repress the sensations shooting through her body, to stop herself from cumming… But Raindrops gripped her legs, using all of her weight to pin Berry’s legs open. She squirted up into the air, off over the side of the bed, and dribbled down onto the completely soaked bed. Raindrops eagerly lapped up everything she could get, swallowing whole mouthfuls and licking up the excess droplets when she could.

When it all ended, Berry Punch had passed out.

“Hnn…”

“Oh? She’s coming around.” Berry Punch heard a familiar voice. She didn’t even have to open her eyes to place it.

“Hey doc…” She whimpered. The beeping of a machine told her where she was, again, without even having to look. The hospital. “What am I in for?” She groaned, stirring a little under the thin hospital sheets.

“This time, it looks like exhaustion… Your BAC was within respectable levels, but your muscles had atrophied and you’re extremely dehydrated… What, did you run a marathon without training, and with no water? In intense heat? Honestly, I don’t know what could have put you in this state…” Berry groaned and lifted a hoof to wipe over her face, finally opening her eyes. She was, indeed, in a hospital bed. The doctor, one nurse scribbling numbers onto a sheet, and Raindrops all were standing around her, all with expressions of sincere apology, curiosity, or indifference.

“Yeah,” Berry Punch groaned, reaching out to curl her hoof around Raindrops’. “I wonder what…”

Test Subject

Twilight studies Changelings.

Thanks to Gyvon for the request!

This chapter will contain non-human pony clop.

Categories: Research, Reproduction, Changeling, Twilight, Prisoner

Warnings: This chapter might be a bit extreme near the end, and slightly dark. To include impregnation and rape. Not for everypony.

“Test Subject”

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“I came as soon as I had the time! Did you really capture one?!” Twilight stormed through the doors to the throne room unceremoniously, running across the red carpet towards Celestia. Thankfully, the princess was alone. No hoofservants, dignitaries, nopony was around. She must have been expecting her.

“Indeed we did. Come, I’ll show you to it.” Celestia smiled down at Twilight as she slid off of the throne, leading the slightly flustered purple unicorn through a side door. Twilight followed without question, feeling glad that Celestia hadn’t chided her on her tardiness. She had actually received the letter yesterday morning, but she was far too busy preparing the necessary supplies before leaving for Canterlot. That, and the train wasn’t running. The entire ride up the mountain, Twilight cursed the transit system, and had ran from the station to the castle. Celestia appeared to be fine with Twilight’s delay, though, so she hoisted her saddlebags higher on her back before striding forward to walk beside her teacher.

“How is it?”

“Frightened.” Celestia said quietly. “It appears being separated from other changelings has made it anxious, and slightly hostile. We have it under a very careful guard.”

“I see.” Twilight took mental notes as they continued walking, still wondering what Celestia had meant by ‘research.’ The letter had called Twilight out to Canterlot, explaining that Celestia needed her to research a test subject. She would actually be the first pony in recorded history to study a changeling specimen up close. Previously, it was all but impossible to capture an individual one.

“In here.” Celestia had led Twilight down through the palace and into the crystal caverns beneath Canterlot. Set into the stone wall was a door, rimmed with glimmering crystals and marked with an intricate arcane pattern. “This spell keeps the changeling in it’s natural form. I’ve had this chamber prepared ever since the attack. We’ve taken to leading prisoners in here before interrogating them, to discover if they are changelings or not. We discovered this one just yesterday morning.” Celestia gestured over the pattern before slipping inside. Twilight took a moment to survey the intricate pattern. It was really advanced magic…

“Okay.” She muttered before slipping in behind Celestia. Inside, four guards were posted at the corners of a roughly-hewn room, with several guttering candles providing the only light. Despite the only light coming from the weak flames, the crystals embedded into the walls took that light and reflected it dozens of times in on itself, lighting the room tenfold for each weak candle. Twilight could clearly see the prisoner changeling, each one of it’s hooves wrapped with thick leather cuffs. Each one of those cuffs were chained to the floor individually, and it’s bright green eyes flashed at the two new ponies that entered the room. Twilight gasped slightly as the prisoner bared it’s pointy white teeth, hissing at them.

“Still hostile, then?” Celestia asked a nearby guard, frowning down at the changeling.

“Afraid so, Princess… He hasn’t slept, has hardly even relaxed. I wonder if they even need to sleep…”

“Well, that’s what she’s here for.” Celestia glanced at Twilight with a ghost of a smile. “She’ll be researching the subject. I’m placing you under her command. You are to follow her orders as if they were my own.”

“Yes, Princess!” The four guards snapped to salute simultaneously. The prisoner glared at Twilight.

“Twilight, please exercise caution. I understand researching is serious business, so if you need to dismiss the guards, feel free to do so. But I would feel much more at-peace if at least one were to remain in the chamber.”

“I understand, princess. Thank you.” Twilight bowed to Celestia as she raised her head, nodding at the five ponies and fixing the changeling with a glare. Almost as if saying ‘don’t try anything funny.’ She left them alone, the four stoic guards and a slightly nervous Twilight.

“H-how long since you have been relieved…?” Twilight asked shyly.

“Sixteen hours for us two, twenty-four for them.”

“Oh. I only need two guards, I should think. You two are welcome to leave.” Twilight nodded to the two who had been in the room for a full day. They saluted crisply and turned to leave without further word. Twilight hovered her saddle bags into one of the spots vacated by the guard, withdrawing a rolled-up scroll and a quill. “What’s the status of your relief?” Twilight asked, preoccupied mostly with titling the scroll.

“None yet, Ma’am.”

“You’re welcome to call me Twilight.”

“None yet, Twilight.”

“You there,” She gestured. “Please, go inquire with your commander about relief. Be quick.”

“Yes, ma’am!” The guard saluted and left the chamber, leaving Twilight alone with one guard and the changeling prisoner. The jingle of chains alerted her to movement, and she immediately enveloped the changeling in a field of telekinesis. Turning to look at him, she saw the changeling mid-lunge, the chains tight and straining to keep the beast restrained. He was in midair, halfway between the spot he was chained to, and the lone guard.

“You should know,” Twilight sighed at the helpless changeling. “I’m a unicorn. Try something like that, and I’m not afraid to restrain you more firmly.”

“Let us go.” The changeling hissed. Twilight shuddered at the voice of this creature. It appeared to be sentient, intelligent, capable of independent thought. She scribbled hastily. “Let us free. The queen calls us.”

“Has it spoken previously?” Twilight asked the guard.

“This is the first I’ve heard one speak. Ever.” The changeling glared at the guard, closing it’s mouth.

“Keep talking.” Twilight urged, staring straight into the changeling’s green eyes. She saw it turn it’s head marginally to the guard. “Oh… You won’t talk with the guard around?” When the changeling shook it’s head, Twilight looked at the guard. “I know it’s against Celestia’s wishes, but it appears the changeling needs to be alone with me. Please, leave and inform the other guards not to enter until I say.”

“Twilight, the spell prevents sound from escaping this room. You won’t be able to inform us without leaving yourself.”

“I can handle my own,” Twilight glanced at the changeling, who was staring at the two of them intently. “As I’ve just demonstrated. Please, don’t allow anyone else into this room without my say. The exception being Princess Celestia, Princess Luna, or Princess Cadance. Understood?”

“Yes, Ma’am!” The guard saluted again and left. That was one thing Twilight admired about the guard. They followed orders without much questioning… Once the door closed, Twilight was alone with the changeling.

“Satisfactory?” She asked, turning and sitting on the cool stone floor as she surveyed the prisoner.

“Yes. Now free us.”

“You know I can’t do that.”

“Free us. Let us go.”

“Okay, you’re obviously stuck. Do you want me to just take the chains off, or completely let you go.” The changeling looked at the door, then back to Twilight.

“Let us free.” Twilight sighed. It was like arguing with a brick wall. Or Rarity.

“Fine. You’re not going to cooperate.” She lifted the parchment and quill, scribbling her observations thus far. The changeling fell quiet, though she could feel it’s eerie green eyes penetrating into her. She tried to ignore the feeling of being watched as she continued scribbling notes, muttering to herself. “Speech pattern: Subject refers to itself as a collective, possibly a result of the hive mentality. Physique: Similar to an average pony, though the presence of both wings and a jagged horn suggest alicorn descent. Wings: Diaphanous, not dissimilar to an insectoid’s, though…” She glanced up, walking around the changeling in a slow circle. Thanks to the chains, it could only follow her a little ways, it’s head craned around as far as it would go as she reached a hoof out to rustle the changeling’s wings. “It lacks particle emission. Not reminiscent of a moth or other similar winged insect.”

“Let us go.”

“The changeling’s horn is misshapen, and does not seem to serve the same purpose as a unicorn’s… For comprehensive reports on magical capabilities, refer to later articles… Legs and body: The subject’s four legs are spotted through with hollow holes…” She reached a hoof out to touch one such hole, but the changeling scampered backwards, the chains jingling loudly. She grasped the creature in magic once more. “Stop moving. Oh, shoot… I wrote that down.” She glared up at him, adding more weight to her telekinetic field. The changeling shuddered for a few moments before collapsing, laying flat on the stone floor. “Sit still. I need to correct this.” The changeling squirmed and emitting thin, chittering noises as it struggled to stand up. She ignored the noise and focused on fixing her documentation, correcting the blemish.

“Ugh… I have to start over. Damnit.” She pulled a fresh scroll out and went about copying her notes so far. This was all a rough draft anyways, but it was for science. Her notes could come under scrutiny later on. “There.” She nodded, fifteen minutes later. Her telekinetic field faded, freeing the changeling.

“Release us.”

“Shush. Now. Physique…” She ran a hoof over one of the holes in the changeling’s legs, her expression focused. “The skin of the subject’s legs is not unlike an average pony’s, but the interior of the holes are spongy and soft. Porous.”

“Let us go.” Twilight sighed and dropped the parchment, looking at the prisoner.

“Will you be quiet? I’m not going to release you. What will you do when I let you go? Hmm? You can’t go back to the other changelings. You can’t even leave this room.” The changeling stared at her for a few long moments, obviously thinking.

“We cannot be?”

“I don’t understand.”

“We… We.” The changeling tapped it’s chest with a hoof. “We cannot go to the queen?”

“Of course not!” Twilight looked at the prisoner incredulously. “That’s ridiculous!”

“… New queen.” Twilight’s eyes went wide as the changeling plopped down onto it’s haunches, lifting it’s upper body as much as it could. It’s hind legs spread, revealing an aperture near the crotch of the beast’s carapace, and even as she watched, it spread open. Green fluid leaked out onto the stone floor, preceding a shaft of pink, knobbed flesh. Twilight gasped at the sight as it emerged into the cool air of the modified cell, twitching and oozing more lime-green fluid from the tip. “New queen.” The changeling repeated, it’s eyes fixed on her.

“What?” Twilight whimpered, looking up into the changeling’s eyes.

“New. Queen.” The chains broke. Twilight screamed. Before she could summon her magic, the changeling pounced on her, driving her down to the cold, stone floor.

“Get off!” Twilight grunted, fighting to push the changeling away. Her horn finally glowed, emitting a bright beam of lavender light. The beam lanced off of the changeling, bounding away to hit a crystal, causing it to explode. “What?! Deflected?!” The changeling lowered itself onto her, it’s mouth close to her ear. She heard it whisper softly, even as the knobby, pink shaft of flesh began to rub against her stomach.

“New queen…”

“Get off!”

“New queen.”

“HELP! AUGH!” Twilight blasted the changeling again, to no effect. It couldn’t be hit with magic, and she was too weak to fight it. This was bad. This was very, very bad. The changeling rubbed itself against her, spreading sticky, green fluid over her coat. “Eewww! Stop! Please, no!”

“New queen!” The changeling’s legs moved to spread her apart. Twilight gasped as she felt her legs forced apart, wide enough to be pinned to the stone on either side of her.

“No! STOP!” It rubbed it’s sickening green cock against her, dribbling green fluid onto her, moving lower and lower. “STOOOOOOOOOOP- AUUGH!” Twilight grunted as the changeling thrust into her, spearing her unprepared marehood apart. She felt it rip through her, shooting pain and completely unwanted pleasure through her lower half. “N-noo…” She groaned, completely defeated. Her eyes closed, in denial of what was happening. She pushed at the changeling, trying to push it off of her. Her hind legs were useless, pinned as they were, and for every time she planted a fore hoof on the changeling’s chest, it batted her away effortlessly. Meanwhile, it’s own hips started to move.

And it was not gentle. She whimpered with pain as it moved deep into her, the bulbous flesh rimming her with each rough thrust. Soon enough, she was panting, the pain fading away into a dull, distant reality. “New queen.” The changeling panted, still moving fast. Twilight felt the tears build up in her eyes, spilling over as she stopped fighting it. She couldn’t do anything. She was resigned to her fate. This changeling was viciously raping her, violating her most private area.

“S-stop,” She gasped, trying to flex around it, trying to push it out somehow… But each flex only seemed to spur it on. It responded to her weak protest by thrusting faster, it’s entire body shuddering for an instant. “N-no… Please, no…”

“New queen,” The changeling grunted, and she felt it begin to pour forth… The twitching shaft of pink flesh inside of her oozed and shot thick streams of something gooey, something very thick and sticky, deep inside of her. It was slick and cold, made her shiver and feel sick to her stomach.

“Noooo…” She groaned, her head falling to the floor. The changeling pulled out, a disgusting, slick sound coming from her abused crotch. She felt it dribble out of her core, staining her tail and puddling on the ground beneath her.

“No. New queen.” The changeling pressed a hoof to her center, holding the sickening fluid inside of her. “Not enough. New queen!” Flexing it’s abdominal muscles, the changeling returned blood to it’s member, the knotted flesh swelling again.

“No! Not again! Stop!” Twilight gasped as the changeling thrust into her again, filling her aching center with a smooth motion. She gasped as the swirling sensation of viscous cum inside of her was intensified by the slick, bulbous cock that roughly violated her. She wanted it to end. She never wanted it to start in the first place. But now, subject to the rough thrusting, Twilight could do nothing but endure it. Whimpering and shuddering under a new wave of rough, fast thrusting, Twilight felt the changeling’s hard body press down against her.

“Good for the queen?”

“NO.” Twilight cried, her chest shaking. “No it isn’t! Stop!”

“Good for the queen. New queen.”

“Ugh! Stop!” Twilight doubled her efforts, but the changeling was now pressed down against her. She couldn’t do anything. She couldn’t even roll over on top of the damn thing. “STOP!”

“New queen.” It’s hips picked up pace once more, slamming into her over and over. Twilight whimpered under the rough touch, her body aching with pain and forced pleasure equally. If he kept doing it so hard, she would cum, and she really didn’t want to. She really, REALLY didn’t want to let this thing make her orgasm. She tried to focus on something else. To let her mind travel off and away from this horrific, nightmarish experience. Instead, each rough thrust pushed her back to the present, made her focus on the violation of her body, on the slick, sticky fluid that was still stuck inside of her.

“New. QUEEN.” With a breathy grunt, the changeling sealed it’s hips against Twilight’s, pouring another load of disgusting spunk into her. Twilight wept, sniffling as she felt the fluid pour into her with each repeated spurt of the disgusting member throbbing inside of her.

“Off.” She whimpered helplessly. “Get off… Please…”

“Queen…” The changeling pulled out of her, immediately replacing it’s hoof over her center. She whimpered, squirming her hips, wishing to push the disgusting fluid out. Her horn glowed again. She couldn’t cast magic against the changeling, but she could against herself. Gripping the flesh of her organs, she squeezed them together, forcing the sickening fluid out.

“NOOO!” The changeling raged, pressing it’s hoof against her more firmly. “New queen! NO!” Twilight squeezed harder, forcing the alien liquid out, panting as she felt it void her core. “NO!” The changeling glared at her horn. Quickly, it swiped it’s hoof out, ramming one of the holes in it’s foreleg down around her horn. Twilight’s eyes went wide. Her magic died. She tried to force more liquid out, but her horn just feebly sparked and flickered. She couldn’t use magic anymore! Not even on herself!

“What did you do?!” Twilight gasped. The changeling glared down at her, it’s free hoof roughly rolling her over. She grunted as he forced her onto her stomach, spreading her legs again. “Stop! What did you do to my magic?!”

“New. Queen.” The changeling grunted, pulling her tail aside. She felt the bulbous head press against her again. She flexed hard, trying to keep him out, but he roughly spread her legs apart, and pushed deep into her again. Whimpering, crying, Twilight was subject to another rough session. This time, she couldn’t do a thing to fight it. She was pinned to the cold stone floor, her magic shut off, her aching core filled with this sickening thing… As the pain faded away again, Twilight felt the undesirable pleasure pulse through her, filling her front to back. Crying out loud, Twilight had to surrender to the orgasm, shuddering as she was filled with another load of sickly green goo. The changeling thrust rough and fast through his own orgasm, still oozing as he set in again. Twilight could hear disgusting, wet sounds emanating from her pussy. It seemed the changeling was intent on filling her to the brim. Before long, he burst forth with another sickening load, and another after that. Twilight lost track of the time, her body wracked with unwanted orgasms as she was filled to the brim with changeling cum.

When it was all over, the changeling collapsed against her… Twilight thought something seemed off. Willing her sore and tired muscles, she stood up. She bore the changeling’s weight easily, and when he slid off of her back, he landed with a hollow sound. Twilight’s stomach felt distended with the sickening fluid, though it dribbled down her thigh and onto the floor. She was too tired, too distraught to cast any spells, and the frightening sight of the empty insides of the changeling made her feel sick. Slowly, feeling her swollen middle sway sickeningly with the load of goop, Twilight tried to make it for the door.

“Help,” She croaked, barely managing to pull it open. “Help me…”

“Twilight!” The four guards looked down at her. She collapsed on the threshold, still leaking green ooze as she looked helplessly up at the guards. Behind her, the shattered husk of the changeling lay amid a small pool of similar fluid.

“Please…”

“Get the princess.” The guard breathed, looking at his comrades. “Now!”

Twilight passed out.

“Hnn… Owww…” Twilight groaned as her eyes fluttered open.

“Subject demonstrates consciousness. Four-forty-seven.”

“What… What’s happening?” Twilight groaned. She went to press a hoof to her face, but something kept her from moving her hoof at all. Panic set in as she struggled against the bond.

“Inform the princess. Subject is awake.”

“Subject… What?” Twilight blinked, trying to make sense of the scene.

“Subject is confused as it surveys it’s surroundings… Four-forty-eight.” Twilight realized where she was. This was the palace’s magical laboratory. She was inside one of it’s many test chambers, and she was chained down to a metallic table.

“What’s happening? Celestia…?” Twilight felt the panic raise in her voice. She rolled her head to either side, saw her hooves were strapped to the table. She lifted at the leather straps, grunting with the effort, feeble as it was. Looking up, Twilight saw the mirror. On the ceiling, suspended above her, was a large mirror. She could see herself at last.

Her arms were dotted with holes. Her diaphanous wings lay spread out beneath her. She was taller, more slender, and completely black. Gone was her purple mane with the pink highlight, replaced instead by teal. Her horn was jagged, with circular holes in it, and she was, for lack of a better word, a changeling.

“No… No… This can’t be. NO!” Twilight fought against her bonds more firmly. “NO! NO! NO NO NO NO! NOOOOOOOOOO!” Thrashing atop the table, Twilight felt magic grip her, keep her pinned, keep her from writhing.

“Doctors.” Celestia’s voice broke her reverie. The magic faded, and Twilight looked down the length of her new body at Celestia.

“Princess!” At least her voice was her own. “Princess, please!”

“Relax,” Celestia said gently. “I don’t know who you are, or what you did with Twilight, but I’ll not stand for it.”

“What?! I AM Twilight!” She gasped, looking up at Celestia incredulously. “I… I’m your student!”

“I’ll not have any of your lies, you filthy creature! You did something to Twilight down there, and I plan on finding out what!” Celestia’s mane flared out as she glowered down at her.

“Princess, please…”

“No more words. If I have to gag you, I will.” Twilight felt the tears build up again, running down her chitin-plated cheeks.

“But… Tia.” Celestia glared. The most personal, passionate name either of them had ever shared was spoken so quietly… Almost as quiet as a whisper. Celestia turned her back, pausing at the door. Her beautiful face turned back to look at Twilight, strapped to a table, with several doctors all around her.

“Dissect her. No anesthetic.”

Twilight screamed.

Fluttershy's Lullaby

Fluttershy and Luna.

Thanks to Slathbog for the request!

This chapter will contain non-human pony clop.

Categories: Fluttershy, Luna, Night, Lesbian, Passionate

Warnings: None. Maybe some feels.

“Fluttershy’s Lullaby”

~-~-~-~

Luna’s horn glowed with a dark aura of energy, gripping the stars in the heavens and pushing them into place. When the glow died away, the constellation was in place, and the night was complete. She shivered slightly, drawing her scarf a little higher around her neck. Silently, she cursed the winter months… The nights were longer, which meant she had more time to be completely and utterly bored. Celestia slumbered peacefully up until half-past-six, while she had to work for upwards of twelve hours a night.

And to top it all off, she was freezing. “Curse you, sister.” Luna mumbled, shuffling her hooves through the snow. As it stood, she was patrolling the border of the Everfree forest that evening, making sure the creatures of the wild wood stayed where they belonged, and weren’t set loose to scare the citizens of nearby Ponyville. Sadly, the night had just begun, and Luna had a very long time left to walk or fly aimlessly along the line of dark trees. It was shortly after eight. In Canterlot, at home, ponies would still be awake, partying or talking, visiting on official business with her, or generally just being up and about. In Ponyville, it seemed, everypony was either a farmer or an early-riser. A stray window in town burned here or there, particularly in the tree house her sister’s student called home, but many ponies were already asleep.

Sighing yet again, Luna shuffled through the snow, peering into the dark forest now and then. Every once in a while, she would spot twin orbs glowing as they looked back at her, but whatever denizen of the forest it was would slip away, leaving the border for the safety of deeper trees. She passed two whole hours aimlessly walking up and down the border, and not once did she see even one creature out of line.

“Bo-ring.” She grumbled, returning to the point of origin. Nothing left to do now… She had delegated the entire night to patrolling the border. She was done within two hours. It was ten, and all but one light was out in Ponyville. No chance of a late-night cup of coffee to warm her up. Perhaps Twilight might have some cocoa… Luna shuffled her wings, stretching the tight tendons as she prepared to take off… But something caught her eye. “Hmm?”

It was a pegasus. Yellow, creamy coat and pink hair… She carried two well-worn saddlebags on her back, and wore a simple white scarf against the cold. She walked slowly towards the edge of the forest. Luna was a good ways away, blinking at the bold pegasus that was striding right for one of the most dangerous places in Equestria. When it seemed the yellow pegasi was about to enter the treeline, though, she turned right and followed the edge, her eyes fixed on the snowy ground. Luna followed at a distance, staying among the shadows. She knew she was spying, and she should likely make her presence known, but this pegasus intrigued her… Firstly, she wasn’t flying. As almost every other pegasus should be doing in this particular situation. What’s more, her gaze was fixed intently on the ground, and not on the open, dark, cloudless sky… Luna knew this would be a perfect night for a midnight flight, but her target of interest didn’t appear even remotely interested in the sky.

“Aah. There you are.” The pegasus’ tiny voice was almost inaudible. It was only thanks to the complete lack of any sound, even a soft breeze through the trees, that Luna heard it at all. She watched as the yellow pegasus brushed some snow aside and plucked a smothered flower from the bed of snow.

Oh, I see… She’s picking Hoofbiscus flowers… Smiling, Luna followed after quietly, content to watch the pegasi go about her task. This close to the edge of the forest, she was in danger, but with Luna around, nothing would bother her. She was content to pick her flowers in peace, still oblivious to the lunar princess following her. Luna slowly gained ground, taking the time to look at the pegasus closer. Her mark was that of three butterflies grouped close together. Luna blinked.

That’s Fluttershy. She’s the element of Kindness. She’s a friend to Twilight’s. I remember now, Twilight sought her help at Nightmare Night last year. It’d be rude to not introduce myself now. Luna slowly stepped closer, clearing her throat. She spoke as quietly as possible, remembering this particular mare was rather shy and easily frightened.

“Excuse me…?”

“Aah!” Fluttershy gasped and leapt into the air, her hooves flailing helplessly before she collapsed, covering her head with her forelegs.

“Ooh! I’m sorry!” Luna gasped, trotting to reach the quivering mare. “I didn’t mean to frighten you!”

“You wouldn’t like me! I’m really stringy!” Fluttershy squeaked, afraid to even peek out.

“Stringy?”

“I’m sorry, monster! I’m not a good meal!” Luna blinked. “Please, don’t eat me! I’m… I’m not feeling well! You might get sick!” Her complaints were barely audible, her entire body quivering on the ground. Luna blinked twice.

“Eer…”

“So, please. You can leave me here now! I won’t be very good to eat!”

“I’m… Not going to eat you.” Luna said, feeling very confused. Fluttershy managed a shy peek at her, still shaking.

“Pr-princess…?”

“Yes… You’re Fluttershy, are you not?”

“Ooh! Goodness!” Fluttershy slowly rose to her hooves, giving a sheepish smile as her bangs covered her face. “I-I’m sorry. This late at night, so close to the forest, I thought you were-“ She said something, and Luna was certain it was ‘a monster.’ But the poor pegasus could hardly speak louder than a whisper.

“I assure you,” Luna chuckled. “I was not searching for a meal. Though I noticed you picking hoofbiscus… Are you?”

“Oh, uum… Y-yes,” Fluttershy muttered. Luna saw that, in her panic, she had spilled a fair amount of the dark purple flowers into the snow. Gently, Luna gripped them with magic and hovered them back into her bag.

“Hoofbiscus only blooms at night. That would explain why you’re still awake, even at this odd hour.”

“The first snow of the year is usually the… The last time you can pick them… I thought I could stock up.” Fluttershy muttered, still afraid to look anywhere but at Luna. The princess shut Fluttershy’s saddlebag with a smile, though she barely heard the meek ‘thank you,’ Fluttershy muttered.

“You’re correct. You know an awful lot about plants…”

“I know more about… A-animals…” Fluttershy whimpered. “I… Take care of them, mostly. These are for my bunny, Angel.”

“Oh. I see. Would you… Like some assistance?” Luna asked. Something, anything was better than walking the edge of the forest for the next eight hours alone.

“That would be lovely,” Fluttershy whimpered, but she looked further down. “But I’m dirty…” She was, indeed, wet from collapsing into the snow, and at the border of the trees, some of it had melted away into the dirt, making mud. The poor pegasus’ coat was matted with water and clumps of dirt.

“Oh no! Do you have a home nearby? If you want to wash, I’d understand.”

“B-but… I can’t ask you to just… Sit there… While I’m inside-“

“Trust me, Fluttershy.” Luna shivered in the chill air. “I’d be happy just standing inside somewhere warm.” Fluttershy’s smile was genuine as she nodded.

“O-okay, then… But be very quiet… My animal friends are asleep…” Luna nodded gently, smiling at the yellow pegasus. “It isn’t very far… Can you fly?”

“Natrually.” Luna spread her wings. In fact, she was certain she could out-distance this pegasus a hundred times over. And when Fluttershy took off into the night sky, that assumption became almost painfully clear. Fluttershy pushed herself, both out of respect for the princess and the urgency to get home and get clean, but Luna had to flap once every few seconds to keep pace with her. This wasn’t flying as much as it was gliding. Still, they approached a dark cabin against a tree, which Luna hadn’t noticed on her previous pass… She wondered why, since Twilight had taken her here before…

“C-come in, please…” Fluttershy whispered. Luna stepped inside the door, sighing gently as the warmth washed over her. A single lantern came to life, lighting the warm interior of Fluttershy’s home gently. They had already passed all the pens and cages outside, but in here, there were still baskets with slumbering kittens and puppies, squirrels and bunnies and other woodland creatures. Fluttershy was quite obviously the caretaker of each one of them… Luna stood by, watching all of the creatures slumber peacefully, even as Fluttershy entered the kitchen to start up some tea. Or maybe some cocoa…

“I’ll be upstairs,” Fluttershy whispered again as she deposited her saddlebags back at the door, draping her white scarf over a peg in the wall. “Make yourself comfortable, but please listen for the water… It’d be bad if the whistle woke them up…” Luna nodded with a warm smile as Fluttershy ascended the nearby steps. From upstairs, the quiet sound of running water sounded, hardly louder than the pegasus herself. As Luna looked around, she was careful not to make any sounds…

Fluttershy’s home wasn’t filled with much furniture, a couch here, a loveseat there… But what it lacked in furniture, it made up for in décor. A thick rug padded her hoof falls, and a multitude of pictures and artwork lined the walls, along with a softly-ticking clock, a wood chime, and some other ornaments. The house had a very lived-in feel. Fluttershy must spend a lot of her time here, taking care of her animals, cooking, cleaning, generally just living… And all of it so close to the forest.

Maybe Fluttershy was more bold than Luna, or anypony for that matter, gave her credit for… When the water stopped flowing upstairs, Luna pulled the water off of the burner, noting two mugs and a tin of cocoa sitting out. Apparently, Fluttershy meant to share it with her. Smiling, Luna prepared two mugs, and when Fluttershy quietly came down the stairs, Luna hovered her cup over to her. She opened her mouth to speak, but Fluttershy raised a hoof to her own lips, nodding at a nearby family of mice sleeping peacefully in a small, padded basket. Fluttershy then nodded towards the stairs, inviting Luna up.

She followed happily, sipping at the hot beverage and feeling it’s warm radiate through her. Upstairs, there were four doors. All but one of them were open, revealing what lay inside. One of them led to the restroom, still fresh with steam from Fluttershy’s shower, and the other two led into what Luna would guess were guest bedrooms. Fluttershy nudged open the door to the last one, and Luna saw it was her own bedroom. A simple bed with a checkered spread sat against the wall, and two other chairs filled the remainder of the space.

“We can talk here,” Fluttershy muttered quietly. “No fear of waking the animals…”

“You’re awfully kind for accepting all of them into your home, Fluttershy.” Luna said quietly.

“Th-thank you… I really just want to help them… Animals in Equestria aren’t like anywhere else… They need more help being fed and cared for, it seems… But they’re so nice in return, and they let you pet them and cuddle… I feel so happy helping them.” Fluttershy blushed, sipping at her own mug for a moment. “I’m sorry, you must think me foalish.”

“Hardly, Fluttershy!” Luna drew her brow down. “It speaks volumes about your character. I see now why you’re the element of kindness… Be it your friends or helpless animals, you’re willing and eager to help them out. I wish we had more ponies like you in Canterlot… It seems the gardens there are filled with shy and bashful animals… They might be more friendly if they had a beautiful mare such as yourself there to look after them.”

“Y… you think I’m beautiful?” Fluttershy whimpered. Luna flustered. She had let the word slip her tongue… But, at a second glance, Fluttershy certainly had an allure about her. Luna gently reached a hoof out, drawing Fluttershy’s gaze up into her own.

“I think so. Any mare or stallion would be happy to call you their own.”

“Ooh… My.” Fluttershy’s smile couldn’t be hidden. She looked up at Luna with the most beautiful expression, her wide eyes glimmering slightly, her lips curled cutely. She was really attractive… Luna fought to remind herself that she was a princess, and not some mare pining for affection.

“Thank you for the cocoa,” Luna released Fluttershy’s chin, her own expression drawn with embarrassment as she looked away. “It’s delicious.”

“You’re very welcome, Princess.”

“Please.” She smiled softly. “You can call me Luna.” Fluttershy smiled up at her, that same cute look on her face…

“Okay… Luna.”

She couldn’t help it. Closing her eyes, Luna leaned forward, pressing her lips very tenderly against the yellow pegasus’. Fluttershy tensed up immediately, and Luna nearly drew away, ready to apologize… Almost as soon as the kiss started, though, she relaxed, pressing her lips tenderly back against Luna’s. They stayed like that for a few long moments, letting the kiss stretch on wonderfully. Luna groaned softly, and Fluttershy inhaled through her nose. When it ended, both of them were blushing.

“I’m sorry,”

“N-no, it’s okay,”

“I shouldn’t have-“

“But it was good.” Fluttershy whimpered. “I… Can… Can I please have another?”

Yes. For the love of everything in the night, yes. Luna leaned forward, kissing Fluttershy once more, this time adding a soft groan to the motion. Fluttershy whimpered, her entire body melting, it seemed. She slumped forward, her lips inadvertently pressing closer against Luna’s. This elicited another groan, and a shuddering breath as the kiss ended. Fluttershy blinked a few times, breathing rather heavy herself. She looked up at Luna, her expression both pleading and pleased at the same time. Her eyes flickered to the nearby bed, her invitation silent and unspoken. Luna nodded softly, nuzzling Fluttershy’s neck gently. The pegasus whimpered again, turning and climbing up onto the bed. Their cocoa was forgotten on the bedside table as Luna joined her, smiling as Fluttershy turned a cute little circle before settling into the checkered covers.

Luna lay down next to her, smiling as Fluttershy pressed her face into her mane. The wafting, ephemeral entity that was her hair gingerly wrapped around the pegasus, hugging her close as Luna nuzzled into Fluttershy’s ear. That drew a soft whimper from the pegasus, her body quivering slightly. Luna repeated the motion, and this time, got a soft gasp.

“Sensitive ears?” She asked quietly, making sure her breath gently washed over Fluttershy’s lobe.

“Y-yes,” She whimpered cutely, tensing against Luna’s side.

“Hmm… Relax…” Luna drew the last syllable out for a moment before opening her mouth, gently taking Fluttershy’s ear inbetween her lips. The pegasus shuddered for a second, her entire body tensing as what Luna supposed was either pleasure or anxiety rippled through her. It turned out to be the latter, as Fluttershy melted once more, slumping into the covers, her mouth open with each quiet, deep breath. Luna nibbled her ear, taking a few moments to lick at the very tip. Fluttershy whimpered, her legs squirming a little.

“Haah… Good?” Luna asked, letting one hot breath wash over Fluttershy’s neck, her lips giving the cute little pegasus a gentle kiss.

“Y-yes… Very.” Fluttershy squeaked, curling up. “I’m… I’m a bad pony, aren’t I?”

“Quite the opposite.” Luna said gently, giving Fluttershy a reassuring nuzzle. “You’re very good…”

“Th-thank you… Luna… Kiss me?” Fluttershy wrapped her hooves around Luna’s neck, her expression pleading. Luna couldn’t have denied her if she tried. Leaning in, Luna pressed their lips together, groaning as she felt much more passion and meaning in this particular kiss. Fluttershy’s hooves tightened for a moment, pressing her chest against Luna’s neck before their tongues met. It was such a consensual motion, the way both of them opened their lips and met in the middle. They danced for a few moments, Luna spinning graceful circles around Fluttershy as the pegasus slid her tongue back and forth a little.

Luna felt something that, in hindsight, she honestly hadn’t felt in quite some time… It was arousal. She felt the tingling pressure build up in her stomach, sending radiating waves of thought-muddling warmth outwards… Her thighs squirmed together, making her whimper slightly as she pressed her hooves into Fluttershy’s quivering flanks. The pegasus squeezed her tighter, very nearly returning the sentiment. As their tongues finished dancing, the kiss ending once more, they shared a shuddering breath.

“Luna… I’m…”

“Shh. So am I…”

“Oh, my… Uum…”

“May I?” Luna asked, nudging her neck softly.

“Y-yes… If you want.”

“Trust me,” Luna smiled as she gingerly guided Fluttershy onto her back. “I very much want to…” Fluttershy gave a thin whimper, her wings tucking tight against her back as she rolled over. Luna kissed her again, a firm enough kiss to make the panting mare relax. Slowly, Luna trailed her lips lower, kissing over Fluttershy’s jaw, down to her neck. She could feel each breath as it passed through Fluttershy’s throat, making her chest rise and fall slowly. Luna kissed lower and lower, groaning as she felt the soft coat slide under her sensitive lips, but each inch she lowered made Fluttershy breathe harder and faster. When Luna left her ribcage and moved down to her stomach, Fluttershy tensed every muscle in her body.

“Shh.” Luna urged, raising a hoof to gently press against Fluttershy’s lips. “Relax. It’s okay.”

“O-hmm…” Fluttershy groaned as Luna kissed her stomach again, this time much lower than before. Fluttershy twitched, her legs tensing tight together for a moment, but another insistent kiss, and she opened up… Luna inhaled deep the very slight scent of arousal, it’s musky tinge just barely able to be picked apart from the clean scent of Fluttershy’s coat. As her legs spread, Fluttershy seemed to melt once more, her entire body sagging down itno the sheets. Luna kissed her stomach once more for good measure before turning her attention downwards…

“Aah…” She breathed hot and heavy against Fluttershy’s crotch, letting the yellow mare feel her hot breath. Her lips pressed against the soft mound just above her target, and Fluttershy whimpered yet again. Slowly, Luna kissed her again, this time right over the pegasus’ moist slip.

“Hnn… Luna!” Fluttershy whispered. Her thighs shook once before she relaxed again, spreading just a little wider. Luna smiled up at her before sliding her tongue out, laying it flat against Fluttershy’s crotch, and ever so slowly dragging it higher… “Aah… ooh!” Luna was rewarded with possibly the cutest, breathiest groan, and a fresh wave of arousal. The faint taste greeted Luna’s tongue on the second lick, and the third, each one after that coming just a little faster. She moaned into the twitching pegasus’ crotch, feeling the desire in her own chest slowly fade away. She was satiated, her appetite quelled with each subsequent, eager lick. Fluttershy took it all in stride, gasping and twitching when appropriate, her hooves resting on the covers at her side.

“Hmm… Aah, mwah.” Luna kissed the swollen button of Fluttershy’s clitoris, giving it a quick flick that drew an airy gasp before slipping her tongue deeper into the yellow mare’s pink slit. Fluttershy groaned and rolled her head to the side, breathing heavily into the covers. Luna continued licking, content to please her partner. She lapped eagerly, trying to catch every droplet of juice that Fluttershy could give her… She couldn’t get them all, though… Instead, her muzzle slowly became more and more damp with the emissions, the liquid dripping down her jaw and into the warm fur of her neck. Fluttershy’s groans were coming more and more frequently, spurring Luna into greater action. With a hot breath and a very pointed flick to Fluttershy’s clitoris, she sent the poor pegasus over the edge.

“Aah-OOH!” Hardly louder than a mouse’s sneeze, Fluttershy’s walls tensed and she emitted a fair amount of thin, clear fluid. Luna lapped at the fresh wave of delicious liquid, oozing a fair bit herself. What she missed either dripped down her chin or down to Fluttershy’s tail, staining the pink strands dark with her orgasmic liquid.

“Hmm… Aah.” Luna licked her lips as she smiled up the length of Fluttershy’s body, watching her eyes flutter and her chest rise and fall rapidly.

“My goodness…” Fluttershy managed to pant. Her hooves raised from the covers, cupping Luna’s face. She pulled, eagerly drawing the princess closer. Luna smiled and scooted closer, pressing her lips against Fluttershy’s eagerly. The pegasus moaned as her tongue readily filled Luna’s mouth, tasting herself, swirling around like she was hungry for as much as she could get. Luna felt herself drool helplessly, whimpering as she was subject to Fluttershy’s eager, tongue-filled kiss. When it was over, both of them were blushing furiously.

“That was good.” Luna panted, smiling down at her. Fluttershy smiled again, looking up at Luna eagerly.

“Can… If it would be okay with you, can I…?”

“Of course. Yes. Please.” Luna groaned. There was some shuffling, a muttered apology or two, but soon enough Luna was stretched out on her back, her wings flared out underneath her. Fluttershy kissed her large chest, moaning as she slowly worked her way downwards… Luna could feel every single shy, hesitant kiss, every little nuance of movement. Her eyes closed and her neck stretched out, and at Fluttershy’s hesitant insistence, she spread her legs wide…

“Oh… Oh my…” Fluttershy’s soft breath washed over Luna’s crotch, teasing her with it’s warmth, making her muscles pulse visibly. “It’s so… Wow…” Hesitantly, the yellow pegasus sniffed, her soft motion making Luna whimper thinly. “It smells so good…” She glanced up at Luna, her eyes wide. “C-can I?”

“Yes…” Luna groaned, drawing the ‘s’ out into a long hiss. “Please…”

“O-okay…” Slowly, Fluttershy leaned in, her tongue slid out of her mouth, and she pressed it against her…

“Aahn…” Luna groaned from her throat as the first lick sent a wave of relief through her greater than stepping into a hot bath after a long winter night. Luna soaked every particle of pleasure in, her breath leaving her in a long, satisfied sigh… Fluttershy gave her another lick, sending another pulsing wave through her entire body. Luna surrendered completely, abandoning the hope of ever controlling this situation. She didn’t want to. She didn’t want to ever again. How long had it been since her last encounter? Six months? Seven? “Oooooooohh…”

“Haah… Omph.” Fluttershy’s last lick led into the pegasus opening her mouth, wrapping it completely around Luna’s aching center. Luna shuddered, feeling the inevitable end draw markedly more closer.

“F-flutter-hnn!” Luna gasped as Fluttershy pulled Luna’s lips into her mouth, sucking on them tenderly as her tongue slid inside. The combination of pressure and penetration robbed Luna of all the strength in her legs. They sagged helplessly into the bed, her stomach and chest twitching helplessly. “Oooohh, yesssssss…”

“Aah…” Fluttershy slurped up a fresh wave of juices, the noise slightly rude but completely erotic. Luna flexed around Fluttershy’s skilled tongue, squeezing her, rewarding her with another wave of wetness. Fluttershy whimpered as she lapped it all up, her tongue curling around inside Luna. Whimpering, Luna let loose a gasp as loud as she dared. What she would give to cry out right then! To vocalize just how much this lovely pegasus was turning her on, how close she was to cumming!

Instead, Luna had to settle for a helpless, shuddering gasp. Walls clenching tight, Luna twitched her hips forward once, and let it all go…

“Guh,” She panted, issuing one last bit of seeping wetness before sagging into the bed. Her chest was the only part of her body that moved. The rest of her was too busy being comatose to move even a little… She panted, laying stretched out on the bed, basking in the healthy afterglow of such an intense, much-needed orgasm. Silently, Fluttershy curled up against her side, nuzzling into her neck. When Luna regained muscle control, she pulled Fluttershy closer, inhaling the fresh, clean scent of her mane.

In less than a minute, Fluttershy was asleep. Her chest rose and fell evenly, her mouth open slightly as she breathed deep. Luna smiled down at the sight, of this frail, shy pegasus curled so happily and content against her chest. She looked so peaceful, so serene…

Outside of the window, ponies slept. Some ponies stayed up reading, others were going to bed, or waking up, or going about their lives…

But here, inside Fluttershy’s cottage, with Luna holding a slumbering yellow mare…

The night went on without her.

Summit of Evil

Nightmare Moon, Chrysalis, and Discord get together for some fun.

Thanks to Avid Reader for the request!

This chapter will contain non-human pony clop

Categories: Nightmare Moon, Chrysalis, Discord, Threesome, Changeling, Evil

Warnings: A little bit rough, maybe a touch dark, nothing too major.

"Summit of Evil"

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Luna sighed to herself, her hooves shuffling through the dead leaves. "Honestly," She muttered, looking up at the full moon in the sky. "I sorely dislike the Everfree Forest." She kicked a stray branch out of her path and continued walking, trying hard not to focus on the dark thoughts that now and then crossed her mind. It seemed on a full moon, her darker side was much more prominent. It was wise of her to stay away from other ponies, particularly those that brought the unnecessary stress that her job entailed. As it stood, she was on her way to the ancient castle of the Royal Pony Sisters...

Despite it being the site of her downfall at the hooves of the Elements of Harmony, she found the old stone walls and overgrown grounds to be calming. During the full moon, she could wander about and let her thoughts wander. Stargaze. Catch up on some... Personal time. The only downside was traversing the Everfree Forest. Another sigh escaped as she shuffled along the path, shivering in the random, chilling wind.

The castle loomed out of the darkness, just across the wide chasm. "Hmm," She muttered, looking across the gap at the dark castle opposite. "I don't recall the bridge being out..." She looked around, but spotted the bridge hanging against the side of the cliff. "Shame... I guess I can't be bothered repairing it now." She spread her wings and jumped out into the open air. She took a spare moment to relish the feel of the wind through her mane, caressing her coat, before landing at the other side. Luna was never a very graceful flyer, and as such avoided it... But the times she could fly without somepony observing and critiquing her less-than-professional movements, she did enjoy it. With another sigh, she finished the journey to the castle, feeling the cool embrace of corroded stone and overgrown windows wrap around her.

"Aahh... Home away from home." She smiled, looking through a shattered window out into the overgrown courtyard. Almost the entire castle was choked through with vines and plants. Celestia had offered on many occasions to fix or renovate the castle, perhaps to even re-locate or reclaim it from the Everfree Forest. Despite her insistent advances, though... Luna felt at home here. Almost more so than she did in Canterlot.

As was tradition with arriving at the castle, Luna had to wander for a bit. She smiled to herself, turning down a neglected corridor, out into one of the many overgrown courtyards, and into the night.

Only one issue...

Luna was not alone.

As she walked slowly around trees and over grassy paths, she thought she heard something... A low, ominous chuckle. To Luna, though, such a thing wasn't out of the ordinary. Her darker side was almost constantly present, and would make itself known more often than not. On a full moon, such voices were not uncommon. As always, she ignored them, shunned them, pushed them to the back of her mind, and continued to wander...

But the chuckle followed her. Low and dark, it was much deeper and more prominent than she remembered. Finally, Luna had to address the issue. Stopping, she whirled around, her wings flaring out.

"Who goes there?" She called out, her eyes scanning the dark corners and deep shadows. "Show yourself!"

"Hmm... As you wish." Luna's eyes went wide with fear as she saw a hoof emerge from the darkness. Before, Nightmare Moon would always hover in the back of her mind. A figment of her imagination. But now, it seemed, Nightmare Moon had become more than just a shadow. As a second hoof emerged into the milky moonlight, she froze.

"You're a new face."

"Wh... What?" Luna panted, her eyes narrowing to focus on the voice. This wasn't Nightmare Moon... This was...

"You." Luna's eyes narrowed with trepidation at the changeling queen. Chrysalis emerged from the shadows, grinning her wicked, pointy-toothed grin at Luna.

"Me."

"What are you doing here?" Luna spread her legs wide, her nostrils flaring with anger. This was Chrysalis, queen of the changelings, and an outspoken enemy of Equestria.

"Hmm... After your sister unceremoniously ejected me from Canterlot, I landed nearby..." Chrysalis emerged fully from the shadow, her lithe body framed by her teal hair. Luna always thought changelings looked like intimidating, mysterious creatures... Particularly in their natural forms. Chrysalis was no exception. The queen advanced on Luna slowly, her pace relaxed and slow. For whatever reason, Chrysalis didn't fear Luna... No reason for Luna to fear her, right? "I took up residence in this old ruin... I must say, I find it to be rather... Homey."

"You must leave. Immediately." Luna growled. She remembered well the raid on Canterlot, during Shining Armor's wedding to Cadance... The whole fiasco had been rather stressful for all parties involved.

"Hmm... I think I'll stay." Chrysalis flicked her tail at Luna teasingly, turning to a nearby window. She looked out to the night sky, the moon and the stars. "I rather like it here."

"Leave. Now."

"Or what, princess?" Chrysalis teased, all but turning her back on Luna as she walked along a row of broken windows. "You'll destroy me?"

"I very well may," Luna grumbled under her breath. Along with the whispers, Nightmare Moon's temperament showed during the full moon as well. "Just please, leave this place. It's special to me."

"Oh, now I'm even more intrigued!" Chrysalis grinned back at Luna teasingly, flicking her tail once more as she turned a corner. "I think I'll explore some more!" Her voice echoed eerily through the hall as Luna gasped.

"NO! Come back!" She dashed forward, scrambling as she turned the corner, only to see...

Nothing.

She heard plenty, though.

"What secrets do you hide in here, dear princess? I think I'll find out..." Chrysalis' voice continued to echo through the halls towards Luna, always sounding distant... Luna cursed under her breath and dashed forward yet again, searching frantically for the changeling queen.

"Please, no... Anywhere but there..." Luna groaned as she abandoned all hope of finding Chrysalis. She left the castle proper, dashing down a winding stair into the dark, musty basement. The evil laughter followed her every step. Either Chrysalis was already there, or she was following Luna... Either way, Luna needed to make it to her secret... No pony should ever discover it.

A few twisting, winding corridors later, and Luna arrived. Panting from a mixture of exertion and anxiety, Luna looked over the wide double doors. All of the binding spells were intact. The lock was secured. Nopony had touched the doors since her last visit...

"Thank the night," She sighed, hanging her head.

"Hmm... Don't go thanking anything just yet." Chrysalis' voice sounded much closer. Luna gasped and spun about, spotting the tall, intimidating queen just behind her. "What's behind the door, Lulu?" She teased, walking straight past the frozen princess.

"N-no! Don't go in there!"

"Heh." Chrysalis was engulfed in a quick flash of lime-green flame, her body slowly replaced by another... Luna's body. The spells recognized her, and the lock clicked open. With wide eyes, the true Luna watched as Chrysalis slipped inside.

She froze.

"Oh no... Oh no, no, no, no..." Luna scrambled through the doors, kicking them aside, her eyes wide at what she saw within.

"Well, well... Your friend is awfully... Ngh... Touchy." Chrysalis, still disguised as Luna, was fighting off a chained Discord. The avatar of Chaos himself had been moved to this castle by Luna shortly after his return, chained, spelled, and suppressed to keep him from breaking lose once more. "Would you mind... Hey! Stoppit! Would you mind- Aah! Telling him to remove his filthy... Haah... Claws... Er, paws... From me?!" Chrysalis panted and struggled, fighting against the advances of Discord. The avatar of Chaos himself wasn't too easily dissuaded, though...

"Luna... You came back. Please..." He begged, fighting to pull the impostor Luna closer. "Please, release me. I won't ever displease you again... Please..." The true Luna watched, her eyes wide as she watched Discord's paw slide down between Chrysalis' thighs. From the way his digits flexed and moved, he was easily manipulating whatever it was he found there. Chrysalis gasped and doubled her efforts, but couldn't escape him.

"Call him off, Luna!" Chrysalis grunted, shifting back to her normal form. Discord's eyes were closed, though, and he didn't notice the change. His paw worked harder against Chrysalis, and as Luna watched, he pushed two digits upwards firmly. Chrysalis gasped loudly, her hooves working to push him away as best she could manage. "Gah! What the fuck did you DO to him?!" She grunted, trying hard to push away from Discord's firm advances. Luna was caught halfway between smugness, watching Chrysalis get taken advantage of, and terror for being found out...

"Luna, please... Please, I'm begging you." Discord panted, his finger working up into her sex. He leaned in, kissing Chrysalis' flat chest, moaning audibly.

"Get him off of me, princess! This is-HNN! Not... Not THERE!" Chrysalis cocked a hoof back, striking Discord across his face firmly. He grunted, but re-affirmed himself, driving his finger deeper into Chrysalis. The queen gasped louder, her shuddering body finally coming to a rest.

"Enjoying yourself, Chrysalis?" Luna said at last. At the sound of the true Luna's voice, Discord's head snapped up, his eyes wide. It took a moment to register, but as his head swiveled between Chrysalis and Luna and he connected the dots, he blinked once. Twice.

"Pr... Princess?" He panted, his chest heaving firmly.

"'Fraid not." Luna teased, slowly sitting down. With a gasp, Discord pulled his paw away from Chrysalis, dropping her to the floor as he scrambled away.

"What deceit is this?!" He panted, trying to make sense of what he had just been subject to. "Princess, what have you done to me?!" Discord panted, his chest rising and falling rapidly as he looked between the two of them.

"I didn't do anything. It was all her idea." Luna muttered, waving a hoof absently at Chrysalis. "She followed me down there and then broke in. I dare say she deserves more punishment."

"Oh... Oh!" Discord's odd face went from shocked and offended straight to excited. His lips spread in a wide smile as he advanced on Chrysalis once more, his long, serpentine body slithering across the ground as he came closer and closer to the queen.

"What are you doing?!" She gasped, scrambling to get away. Discord continued to advance, his lips spread in a vicious grin. Luna watched as the avatar of chaos pounced on her, his chains jingling loudly as he began to viciously molest the queen. "Stop it! Hey! Get your claw out of there! Ow!" Chrysalis grunted and fought against him, her expression halfway between surprise and anger. Discord continued his advance, his claw sliding down Chrysalis' body to rest inbetween her thighs. His paw, still damp with the queen's juices from the fingering before, held her down firmly as he began to slide into her once more.

"Hnn-AAH! STOP!" Chrysalis cried.

"Don't you dare." Luna teased, smiling as she watched her chained slave work at Chrysalis. The queen kicked and fought, but her body would still now and then still as she fought against the pleasure that she couldn't stop. Discord slowly maneuvered himself, straddling Chrysalis, pinning her down further. Before long, the queen could do nothing. She was flattened against the stone floor, her core filled with Discord's claw, and her breathing panting.

"Let... Me... Go..." She whimpered, her hips squirming as Discord began to slide his claw in and out. Chrysalis panted louder, her chest heaving as she was subject to the rough, forced pleasure. "F-fine!" She gasped, arching her back upwards. It did little to move Discord, but her green eyes fixed on Luna firmly. "If I'm going to be- HNG... Humiliated... Haah..." Her horn began to glow, dim at first... "Then... You're coming with me!" With a brilliant flash of lime-green light, Luna was completely overtaken...

When she came to, things were much different. Discord loomed over them both, his wrists and ankles mysteriously devoid of the chains that had him bound previously. Luna blinked a few times, trying to make sense of all that had just happened... She was just watching Chrysalis get fingered by Discord... She was slowly yielding to the dark desires in her heart... When Chrysalis had done... Something.

What though?

"Oh Princess..." Discord chuckled as he looked down at her. "I do like the new look." Luna's gaze slid down her body... She was no longer the dusky, dark blue she preferred. Instead, her coat was now pitch-black... Her mane was much more ephemeral, floating about her body, clinging to her in places and floating free in others. It glimmered with the night's constellations...

"Oh no..." She groaned. Luna was gone. She was now-

"Nightmare Moon." Chrysalis gasped. "I've... I've heard of you..." Chrysalis looked at her, her eyes wide with disbelief. Or perhaps shock. Nightmare Moon couldn't be sure. "I'm going to need help..." Again, her horn glowed with a bright light, though this time it wasn't centered on Nightmare Moon. Instead, it pulsed outwards in a wide circle, past the castle walls, out through the forest.

"What... What was that...?"

"Hmm? Oh, I called the swarm." Chrysalis panted, obviously taxed after the two back-to-back spells. "And before that, I... Haah... I stripped away your psyche... I let the true you shine through... As only one who spends all her time impersonating others can do."

"Wh... What?!" Luna gasped.

"She's saying that she reduced you to the real you." Discord yawned. He appeared bored. "Changelings can do that... They spend all their time disguised, anyways... They would know a true form when they saw it."

"I don't-"

"You don't have to understand." Chrysalis groaned. "You just have to see if you can subdue me before the swarm arrives."

"Subdue you?" Discord laughed as he jumped up onto a pink cloud. "Darling, I could destroy you before your precious swarm arrives. But it's not you I'm keen on destroying..." His gaze slid down to Nightmare Moon, who was steadily getting to her hooves. "She kept me locked up here for three whole years, using me as her sex slave whenever the full moon came by. I dare say I wasn't myself." He summoned a crystal glass and filled it with what appeared to be liquid fire, sipping at the beverage disinterestedly.

"So it appears..." Nightmare Moon stood at her full height, finally on-par with the two beings opposite her. "We're at an impasse."

"Quite."

"Yes..."

Silence... You could cut the tension with a knife. Nightmare Moon glanced between Discord and Chrysalis, wondering who would make the first move...

As it turned out, it was Chrysalis. Whether from desperation or otherwise, she sprang across the room, intent on tackling Discord first. Nightmare Moon responded a split second after her, aiming for the queen's backside.

"Aah! Hey!"

"Haah!" Nightmare Moon held Chrysalis' tail inbetween her teeth, close to the base.

"Let me go!"

"Neher." She tugged firmly, pulling Chrysalis a few inches away from Discord. "Ptoo! Thanks to you, my love slave is free. I need a new one." Nightmare Moon spat Chrysalis' tail out, moving her lips inbetween the queen's thighs instead.

"Not you too! Stop it! Don't you understand?! The swarm will be here any minute!"

"And we need to 'subdue' you, do we not?" Discord chuckled, still floating lazily on his cloud. "I'll let her warm you up..." He sipped at the liquid fire some more, watching with a half-interested expression on his face as Nightmare Moon began to sloppily lick Chrysalis' core.

Despite her being a changeling, she was similar to any other mare... Pink, wet lips, and petite labia... The queen actually had a decent taste to her. Nightmare Moon groaned as her flat tongue ran up and down the entirety of Chrysalis' core, quickly reducing the queen to a whimpering mess. Chrysalis couldn't fight against the pleasure of an expert cunnilingus practitioner. Her clitoris swelled with the blood flow, and she began to ooze wetness. Nightmare Moon lapped up every drop, her tongue pulsing in and out smoothly. To add insult to injury, Nightmare Moon pushed the tip of her tongue downwards, stimulating Chrysalis' g-spot.

"AAHN!" The queen couldn't hold back. With a loud cry, she collapsed to the floor, muscle control all but gone as she was lost within her orgasm. Panting, she stretched out on the floor, her mouth open as she drooled on the floor.

"My, my." Discord slipped off of his cloud, grinning at Nightmare Moon. "I never expected you to be so skilled... I had honestly figured I'd have to step in to finish her off. Very well, then, Princess..." Discord grunted, his crotch splitting open. Nightmare Moon gasped as she gazed into the heart of chaos itself...

And chaos was aroused.

"Let's see you put ME under!" With a triumphant cry, Discord pounced on her. She grunted as he drove her to the ground, his incomprehensible erection rubbing against her own crotch. Try as she might, Nightmare Moon couldn't fight against his strength. Before she knew it, the knobbed head of his shifting cock had spread her open, and was smoothly sliding inside...

She felt pain, pleasure, confusion, and for some odd reason, hungry at the same time. Discord laughed his evil, cackling laugh as he roughly thrust into her, making her gasp out loud.

"A touch of chaos in your pussy, princess? How does PAYBACK feel?!" He cried out, driving into her hard enough to make her entire body jump.

"Aahn! You bastard!" She cried, fighting against him. She tried everything, even casting spells. But each time she blasted him with magic, Discord changed her spell into some fluffy creature or another that bounded off through the doors. "What?!"

"Come now, princess!" Discord cackled, thrusting faster and faster. "I'm going to make you cum a billion times! PAYBACK!" Laughing loud, Discord pulled his twitching member out of her, grasping the two twitching heads and stroking them smoothly. Nightmare Moon prepared for the shower of sticky, white cum, but didn't expect what shot out instead.

Liquid fire, cool as ice, spilled out of Discord's pulsing member. She screamed out loud, trying to bat away the flames, but each time her hoof stuck the ice-cold flame, they burst into a dozen butterflies that floated away aimlessly.

"You're sick!" She cried, trying to push him off of her.

"Said the kettle to the pot! I'll never forget what you did to me, princess!" Discord cackled as he shoved his way into her once again, filling her back to front with pure chaos. "Stare into the heart of chaos, princess! Watch as it fucks you senseless!"

"N-noooo!" Luna gasped, feeling herself surrender to another helpless orgasm. Shuddering, she fought through the rough emotion, trying very hard to avoid losing consciousness. Discord cackled maniacally, still thrusting into her ruthlessly.

Only, over the sound of hot breathing and wet slapping, came something else.

"Hang on a moment..." Discord cocked his head to the side, his ear turned towards the door. "What's that sound?"

"You think..." Chrysalis grunted, slowly getting to her hooves. "You know chaos?" Nightmare Moon listened intently, trying to hear over the sound of her heart hammering in her ears.

"Is that..."

"Oh no."

"Peace out." Discord immediately jumped up onto his pink cloud, flashing them a 'peace' sign. "I'm strong, but I can't take the entire changeling horde. You two have fun."

"Oh no you don't," Nightmare Moon growled, her horn glowing as she rooted Discord in place. "You're staying here, big boy."

"What? No!" Discord writhed, magic flashing into existence as he struggled to run away. "Let me go! I can't handle them!"

"And I can?" Nightmare Moon turned towards the door, preparing her body for what was to come. "You're going to suffer with me, Discord."

"YOU BITCH! LET ME GO!"

A dozen changelings burst through the door, their swollen pricks dangling as they spotted the aroused Nightmare Moon and Discord.

"NOOOOOOOOOOOOOOOOOOOOO!"

They were only the first wave.

Beaks, Braces, and Baked Potatoes

Colgate, Gilda, and Discord get it on!

Thanks to Shadowstalker for the request!

This chapter will contain non-human pony, griffon, and… Thing… Clop.

Categories: Colgate, Gilda, Discord, Chaos, Dentistry, Potatoes

Warnings: Potatoes and mild rape elements

“Beaks, Braces, and Baked Potatoes”

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“Can you fix it?” Gilda Griffon grunted as she squirmed on the ground, obviously uncomfortable with her current situation.

“Shush.” Colgate urged her to sit still, laying a cautionary hoof on her neck. The griffon growled, a low sound that was almost lost in the ambient noise of the surrounding forest, but Colgate continued surveying the damage.

“C’mooonn,” She groaned, rolling her eyes. Colgate tore her eyes away from the problem, glaring down at the impatient griffon.

“I don’t like this any more than you do, missy. Celestia sent me here to help. You squirming and fidgeting doesn’t help. So shut up and let me work.” Gilda blinked up at Colgate for a few moments before her eyes slid downwards, her feathered cheeks flushing just a little. Colgate stared her down for a moment longer before returning her attention to the damage. “The worst part of it is honestly the crack… Any longer, and you would have risked losing the entire beak. You’re lucky you came to me when you did. Now, hold still…” Colgate’s horn lit up with a shine, glimmering as she leaned in to press it against the griffon’s beak. She squirmed her body, but kept her beak still, her eyes wide as she watched the damage begin to knit back together.

“Woah…” Colgate stepped away, panting from the exertion and smiling faintly. The griffon rubbed a claw over her beak, feeling the smooth, hard surface fully intact again. “How did you do that?”

“Back in Equestria, I’m a dentist. Beaks, talons, hooves, and teeth are all made out of calcium and iron, just in different quantities. The imbalance in your diet, however, caused your beak to weaken and crack when you tried to take down some prey. Hence the damage.”

“Eer… Say again?” Gilda blushed again, rubbing the back of her neck. “I… Don’t quite follow.” Colgate sighed, flicking her tail to the side as she attempted to explain in more simple details.

“Your beak is made out of the same stuff as pony teeth. You haven’t been eating right, and got hurt because of it. Fix your diet, and try to eat some gelatin. Fat, if you will.” Gilda blinked but seemed to get the gist of it.

“Oh. Okay. Yeah, I don’t know why, but I’ve been on a fruit binge lately…” Gilda blushed once more, still rubbing the back of her neck. “I’ll try to eat something else…”

“Please do. And be careful with your talons. They might be weak, too.”

“Right. Thanks. Uum, do I owe you anything…?” At the question, Colgate sighed once more.

“Afraid not… I’m here on assignment. I’m receiving a flat rate for my service… Gotta love socialism, eh?”

“Socialism?” Wow, this gryphon was really dense…

“Don’t worry about it. Let’s just say that because Princess Celestia said so, I have to help out you griffons for a few months. You’ll see me around, I’m sure. Here, let me take a look at that chip.”

“Oh. Okay.” Gilda leaned forward, giving Colgate the chance to examine her again. In addition to the long, thin crack that had formed on the hard surface, she had managed to lose a small triangle-shaped chip off the tip of her beak. Without the proper point, griffons wouldn’t be able to dig into their prey, pierce flesh, or tear their food out. While Colgate found carnivores disgusting, the way their bodies were designed for consuming and processing their prey was magnificent and fascinating.

As it stood, though, Gilda was missing the tip of her beak. Colgate’s horn glowed again as she touched it to the hard surface once more. Mending a crack was one thing, but regenerating lost material was a different task altogether. Colgate’s focus sharpened as she fought to make the tip grow back properly, narrowing the point to a sharp tip, grunting with the effort of using her magic in such a way.

“HMMPH!” The sudden grunt broke her concentration. Colgate’s eyes snapped open as she looked down at Gilda, whose beak was suddenly wide open.

“What the…?” She was rather confused… Why was Gilda’s mouth open so wide? What was happening? Colgate leaned in to inspect further, just as Gilda raised her head up. There, stuffed in her maw, was a bright red apple. “What?”

“And now the bird has been stuffed.” Colgate’s eyes went wide as she heard the gleeful, cheery tone. She whirled around, her eyes stopping on the terrifying visage before her. It was the creature that all Equestrians learned to fear. The plague of the sane and the happy.

“Discord!”

“Hmm-hmph!”

“Hahahaha!” He let out a devilish cackle, his serpentine body twisting backwards as he lifted his confusing face to the sky. “Oh, I do love a good pun. Go on, dear griffon. Try to close your mouth.” He grinned evilly at Gilda, and Colgate watched the Griffon struggle to close her jaw against the apple. Ultimately, she failed, and only managed to drool a little.

“Bawhhahahaha!” He rolled onto his back, squealing with delight as his legs kicked the air. “I love it!” His lion-paw wiped at his eyes, apparently ridding himself of tears of joy. Colgate shivered on her hooves, staring in disbelief at the being before her.

“Y-you’re supposed to be frozen…”

“Hmm? Oh, that whole fiasco.” With a deft leap, the avatar of chaos landed on a pink cloud, drifting lazily towards Colgate. “I’m banned from Equestria, but that doesn’t mean I can’t visit this and other places. You, my little pony, are safe. I can’t mess with you in any way… But her,” He pointed a claw at the struggling griffon, chuckling evilly. “She’s an entirely different story. I plan on having some good fun with her.”

“Wh… What are you going to do…?” Colgate whimpered fearfully. Gilda looked up at her with a pleading expression, as if begging her to help.

“Well, for starters…” With a snap of his fingers, the apple disappeared with a flash, replaced instead by a ball gag, cinched tight around the back of her head. “Even gods need to relieve stress sometimes.”

“Y-you’re… Going to-“

“Fuck her. Yes. I dare say that’s the proper term.” Discord’s pink cloud vanished in a flash, dropping the avatar onto his legs. “You may want to run along, little pony. This isn’t for you to watch.”

“B-but…” Colgate whimpered, looking between Discord and Gilda, who was drooling more against the gag. “She needs help…”

“Hmm? How so?”

“Her… Her beak is chipped… I’m supposed to be healing her.”

“Fine then, do what you can for her, but I’m not leaving. You can either wait until I’m done, or do what you will while I have my fun! Hahahaha!” In a puff of smoke, Discord disappeared and reappeared behind Gilda, his mismatched arms grasping her waist firmly. Gilda’s eyes shot open wide as she fought against him, but Discord would not be dissuaded. Colgate watched as Discord thrust forward, and judging from the thin, pained whine that Gilda emitted, she could guess what had just happened. Discord howled with glee, gripping the griffon’s thighs as he began to work his hips.

“I’m so sorry,” Colgate whimpered weakly. Gilda winced as she looked up at Colgate, her expression a strange mixture of helpless desperation and arousal… Was she actually enjoying what Discord was doing to her? “I… I can at least fix your beak…” Whimpering helplessly, Colgate leaned in, her horn pressing to Gilda’s beak with another glimmer of magic. It was difficult to concentrate, since Gilda was being more-or-less forcefully raped by the avatar of chaos himself, but she managed to heal the missing chip. It was made even more distracting by the fact that she would groan now and then, the vibrations going straight into Colgate’s horn.

“Haah… There.” She whimpered, pulling away.

“Are you finished? Can I get on with it?” Discord growled at her, still thrusting fast and hard into Gilda from behind.

“I… Yeah.” She whimpered. Despite herself, Colgate couldn’t help but feel slightly aroused herself… Gilda had stopped whimpering and moaning out of abject despair, but instead had seemed to accept it… If anything, she was enjoying it. The griffon drooled freely, her eyes rolling back in her head as she sagged down into the forest floor. Her moans had been really distracting… Colgate’s bushy tail tucked against her hindquarters, trying hard to conceal her arousal. “I’ll… Be going now…” She turned to walk away, blushing furiously.

“Aah…” Discord’s voice stopped her. “When I said you were safe…”

“EEP!” A burning sensation rocketed through Colgate’s body, making her jump and scrabble on the forest floor.

“I lied.”

“What IS that?!” She gasped, looking down at her marehood. It didn’t help that she was aroused, but now apparently, something was filling her up. She whimpered, feeling the pressure inside of her. Something was stuffed into her vagina, and whatever it was, it was really hot! Burning hot!

“Potato.” Discord snapped his finger, another potato appearing from thin air in his paw. “Baked, I dare say… You know what’s in a potato?” He crunched into the spud, a fresh wave of steam rolling upwards from the white, hot insides. “Potassium, iron, and calcium. It’s good for your teeth. EH, GILDA?!” With a devilish cackle, Discord shoved the potato down by where he was fucking her, and judging from the way Gilda tensed up and screamed against the gag, Colgate didn’t have to wonder where that potato was shoved.

“Get it out!” She whimpered, wriggling her hips. Colgate’s hooves slid over her own marehood, trying to coax the burning potato out, whimpering and moaning as she felt it shift and move with each unsuccessful motion she made.

“Only one way to get it out, Colgate!” Discord continued to laugh maniacally. “You need to help Gilda get her fill!” With a snap of his fingers, the gag in Gilda’s mouth disappeared, and Colgate was forced up against the griffon’s beak. With a gasp, she felt the hard surface grind against her core, pushing inbetween her soaked lips to nudge the potato a little deeper inside of her.

“Aahn!” Colgate whimpered. “I… Owwww!” She cried out, feeling the hot waves of heat radiate through her core. “Gilda! Please! Get it out!” She gasped, pressing her crotch forwards. Her hooves slid down to Gilda’s feathery head, pulling the griffon against her marehood firmly. From her new vantage point at the front of the action, she could see back to Gilda’s ass, the chewed half of the potato sticking out of the puckered hole, while Discord’s penis slammed into her harder.

Each rough thrust Discord gave Gilda carried the griffon a little further forward, her beak nudging at the potato stuck inside Colgate’s vagina. Discord was crossed between maniacal laughter and gleeful, childlike laughter, his mismatched arms still gripping Gilda firmly. The griffon grunted as she opened her beak, the rough texture of her bird tongue suddenly sliding over Colgate’s marehood. She shuddered and cried out, the burning sensation now joined firmly by pleasure.

“N-not my clit! Just get it out!” She begged, shuddering and whimpering as she felt the pleasure course freely through her. That, joined with the burning potato, and she was experiencing a rather unique sensation that, she was positive, nopony else had ever felt. Ever.

“Yes, do fish it out of there for her, Gilda. Then maybe I can take THIS one out!” With the accent, Discord’s paw slid around to her backside, and Colgate watched as he pushed the other potato fully into Gilda’s ass. The griffon reared her head with a vicious roar, but it quickly faded off into a thin, pleasured whimper. Her tongue lolled out of her mouth, sliding over Colgate’s twitching, burning marehood firmly. Colgate gasped and shuddered, helpless against the first wave.

“I’m cumming!” She gasped out loud, arching her back. Her clit rubbed firmly against Gilda’s newly-regrown beak, making her cry out with the sudden shot of pleasure. “AUGH!” Her walls clenched around the hot potato, sending even more hotness through her entire body. She shuddered and gasped, her body shaking as she came against Gilda’s beak firmly. The griffon whimpered and looked up at her with wide eyes, subject to the rough brand of pleasure that Discord was still lavishing on her from behind. The wet, slapping noises of dragon-creature flesh on griffon were almost painful to bear… In fact, Gilda seemed to be smiling. She was enjoying this…

Truth be told, so was Colgate.

“Uughn!” Collapsing, Colgate landed on her back, whimpering as the burning sensations still raced through her.

“Poor little pony.” Discord chuckled, looming over her suddenly. She swallowed hard, looking up at the terrifying creature with a lustful expression. “You just plain can’t handle it… And you,” He glared at Gilda, the griffon’s body prone on the forest floor. “Can’t even fish a baked potato out of a pony’s pussy! You’re pathetic!” Colgate gasped out loud as she was suddenly voided of the burning pleasure. Poor Gilda, though, had her ball gag replaced with the potato. Judging by the way her tongue licked around the rough surface, though, she was thoroughly enjoying the taste of Colgate’s marehood on the spud.

Colgate’s sympathy suddenly vanished. Discord loomed between her spread legs, grinning wickedly down at her. She glanced down the length of his serpentine body, swallowing hard at the sight of his massive, throbbing erection. It was unlike any she had ever seen before, no colt was quite like it… It had a smooth tip, and no discernable head. The color was less pink and more red, too, the glistening flesh pulsing in time with Discord’s heartbeat… If he even had a heartbeat.

“Spread your legs wide, pony. I’m fucking you next!”

“Wha- NOOO!” Crying out, Colgate tried to close her legs, but Discord thrust his way between them with a firm grunt. She gasped as his otherworldly cock filled her up, sliding into her dripping cunt with ease. “UUHN!” Her back arched, feeling him slide so deep into her, her stomach must have distended… Discord chuckled lowly, sliding his length in and out a few times, just an inch at a time.

Depsite herself, Colgate began to enjoy it… The burning potato left a residual effect of warmth, not unlike the desire she felt when she wanted a stallion… And Discord, rough and unforgiving as he was, at least wasn’t doing anything too fucked up to her. At the moment, his tongue hung out of his mouth, his thin hips pistoning against her.

“You there!” He grunted, pointing at Gilda with a claw. “Come here!”

“Hmnn.” Gilda gruned, shakily rising to her legs. At Discord’s beckoning, the griffon walked forward, and through a series of rough grunts and confusing words, she swung a rear leg out over Colgate’s head. Positioned above her was a thin, pale pink slit, glistening as the muscles inside contracted and pulsed. She could see into Gilda’s fuck-hole, watch her pink depths twitch and pulse. With the combination of hot heat from the potato and the sensation of being roughly fucked, Colgate couldn’t help herself. She was of the same mind the other two were when she raised her head and plunged her long, flat tongue deep into Gilda’s glistening pink hole. The griffon cried out against the potato in her mouth, dribbling thin arousal into Colgate’s mouth.

Being a dental purveyor, Colgate understood the importance of tongue strength. Nearly every creature in the world used their tongue for secondary oral hygiene, from picking stray and difficult bits of food from their teeth, to lapping up water or even licking blood from their claws. Colgate was no exception. Her tongue pulsed wildly inside Gilda, pressing against her delicious walls, sliding out to rapidly flick her clitoris. What’s more, the griffon’s ass was still stuffed with the potato, and as she opened her eyes to look up, she could see the tight pucker pulse around the intrusion. Her hooves raised, spreading Gilda’s tight rump apart, teasing her rosebud to help the spud escape.

“Hnn! Hahmph!” Gilda chomped at the potato, trying hard to speak properly around it, but she just couldn’t manage. She only drooled more, the shining strands of saliva stretching from her beak all the way down to Colgate’s twitching, full stomach. Discord did not remain idle during this period, either… His hips thrust deep into Colgate over and again, filling and voiding the mare’s insides with his otherworldly, smooth prick. It was unlike any fuck she had ever had before, but that seemed a given, since she was currently subject to the god of chaos’ dirty ministrations.

“Oh yes, my little ponies! Good job! Take that potato out!” Discord cried out, cackling with triumph. Colgate doubled her efforts, her tongue moving from Gilda’s dripping cunt to her asshole, licking the rough surface of the potato that poked out. She just needed a ridge, an edge… Something! THERE!

“AAUGH!” Gilda cried out as Colgate’s tongue gripped a small indent in the potato, licking upwards. The potato rotated inside of her ass, burning Colgate’s tongue with it unworldly heat, making her moan directly into Gilda’s tight pucker. With a shudder, the griffon relaxed her muscles, opened her ass, and pushed the potato out… It rolled through the grass, but not before giving Colgate a full, musky taste of Gilda’s asshole. She was clean, and had a very feminine, arousing taste to her. Colgate didn’t want to go without another taste. Her tongue plunged deep inside of Gilda, probing the depths of her twitching cunt as the griffon cried out.

The three of them came simultaneously, and Colgate blacked out.

Princess Celestia frowned down at Colgate, the silence between them almost tangible. Colgate swallowed, keeping her head bowed, afraid to look up at the princess.

“How many times did this happen during your deployment, Colgate?” The princess asked quietly, finally breaking the silence. Colgate swallowed hard.

“F-fifteen times in two months, princess…” Again, the silence. Colgate shuffled her hooves, feeling increasingly uncomfortable.

“Hmm,” Celestia finally mumbled. “Guard.”

“Yes, Princess!” The sound of the unicorn guard teleporting into the throne room, his hoof already steady in salute, nearly made Colgate jump.

“Bring it in.”

“Yes Princess!” Another flash of magic, and he was gone.

“P-princess?” Colgate whimpered, looking up at the imposing alicorn before her. “What… Are they bringing in…?”

“You’ll see.” Celestia said quietly, her lips spread in soft, disarming smile. Colgate whimpered again, her eyes going to the floor. When the doors opened behind her, she heard the sound of a cart being pushed through the throne room. It stopped next to Celestia, who slowly descended from her throne, standing maybe ten feet before the blue unicorn.

“Thank you. You may leave us.”

“Princess?” Colgate asked. The servants left the cart and were already halfway gone.

“Stay here, Colgate.” Celestia said calmly. Her horn glowed as she lifted the lid off of the large pot standing on the cart. “I want you to do something for me…”

“Princess?” This time, Colgate’s tone was surprised. The doors closed, leaving Celestia and Colgate alone in the throne room. With a warm smile, Celestia spun about, her magnificent tail flicking aside to reveal her own curvaceous plot, her glistening marehood. Colgate’s jaw dropped.

“Show me.” The pot tipped over, spilling dozens of steaming, hot baked potatoes across the throne room’s floor. “Show me what daddy Discord did to you.”

Author's Note

I get the feeling sex with Discord is always a strange thing. I’ll make it a point to write all Discord requests as quirky and different as I possibly can.

Then maybe you sick fucks will stop requesting them XD

A Friend in (Dire) Need

Sexy Pony Confessions challenge #2 - Twidance

((This is the weekly clop prompt for the Sexy Pony Confessions tumblr, and not a request.))

"Sunshine, sunshine, ladybugs awake! Clap your hooves and do a little shake!" Twilight didn't know what it was about the traditional greeting she and Cadance shared, but it always cheered her up, no matter what mood she was in. In fact, just seeing her old foalsitter sent Twilight into a fit of helpless smiling and foalish giggles. As Cadance wrapped her forelegs around Twilight firmly, she couldn't help but collapse into the embrace eagerly.

"I've missed you, Twilight!" Cadance bubbled with enthusiasm, positively beaming as Twilight smiled up at her.

"I've missed you too, Cadance. A lot." Twilight admitted with more than a little blush. Cadance laughed and swept her into another passionate hug, though Twilight couldn't help herself as she inhaled the soft scent of Cadance's mane. As she was finally set down and they broke apart to smile giddily at one another, Twilight couldn't help but let the feeling of depression settle back upon her. The smile wilted away into a sad, melancholy sort of look, though she hid it by quickly turning away and leading Cadance inside.

"I'm glad you've taken the time to visit me here in Ponyville, Cadance. In fact, I think it's the first time you've visited me... Well, ever." Twilight continued in past the library proper, though she shot Cadence a look over her shoulder. Her foalsitter blushed slightly, almost as if being caught in the act, but spoke confidently as Twilight arched a curious eyebrow.

"Well, things up north have finally calmed down a little. I figured I owed it to you to make at least a quick visit. I'm just glad I've got a whole weekend to spend with you." Her smile drooped a little, though, as it evolved into a concerned expression. "Though something pulled me here, I won't lie... Something's wrong, Twilight. What is it?" It still amazed her how well Cadance could peg her emotions like that. To Cadance, Twilight might as well have been an open book. She heaved a melancholy sigh and nodded towards the small den just off of the library's main floor. Cadance followed silently, almost as if she knew that Twilight would tell her when she was ready. Twilight had set out tea and snacks for them both, and she took the chair opposite Cadance's before setting in on her story.

"You couldn't have picked a worst time to visit, Cadance... I've been so down lately, and I don't know what it is... Studying isn't helping, being with my friends seems futile, and worst of all, I just can't seem to find the motivation to do anything anymore. I'm at my wit's end, Cadance..." Twilight fought the tears that had been brimming under her eyelids for weeks. Several escaped, tracing their way down her cheeks as she hid her face from her friend. Cadance lifted a hoof and gingerly cupped her chin, slowly lifting Twilight's swollen eyes to her own.

"I think I know what it is you're missing, Twilight. How old are you?" Twilight sniffled and blinked at the question.

"I'm... Twenty-four. Why?"

"How many... Relationships have you been in?" Again, Twilight blinked, though this time more out of shock than anything else.

"I don't see how this is-"

"Just answer the question, silly." Cadance giggled as if there was nothing wrong with the question she just asked. Twilight swallowed her embarrassment and looked away, blushing slightly.

"None." Cadance giggled again before leaning in, drawing Twilight's attention with a soft smile.

"There's your problem, Twilight." Her smile was beguiling... Like she knew something Twilight didn't. It was infuriating, to be truthful... Twilight raised her head once more, now on the defensive.

"I don't see how me not being in a relationship relates to my current situation." Twilight scowled at Cadance, but not for very long. As soon as her eyes met her foalsitter's, Twilight saw something in them that made her heart skip a beat. It was either that dangerous glint, the hint of something much more passionate than a mischievous friend's inquiry. The look in Cadance's eye was something Twilight was almost completely unfamiliar with. It was desire.

It was either that look, or the way her foalsitter had suddenly pressed her lips firmly to Twilight's.

Which one it was, Twilight didn't quite know. In that moment, she didn't care. Panic and confusion, and an odd sense of acceptance, swept through her then. Her thoughts raced a million miles an hour as the kiss lingered, stretching on well after the point it could have been considered even remotely friendly. The fact that Cadance was breathing heavily through her nose wasn't helping much either. Twilight began to squirm, whether from discomfort or anxiousness, she couldn't tell either. When the kiss finally ended, Cadance smiled at her, her chest rising and falling as her half-lidded eyes met Twilight's.

"Tell me, Twilight," She whispered softly. "If you could have experienced that every time you saw your mate, would you feel so down right now?" Her words rang true in Twilight's heart, making her breath catch in her throat as she considered the prospects very carefully. At long last, she had to give in with a nod.

"You're right... That was... Something else."

"Hmm, I'm sure." Cadance's grin was disconcerting, but in an exciting sort of way. Twilight felt a sort of haze descend over her, like settling into a new state of being. It was akin to drowsiness, but her muscles felt relaxed and ready. It was her mind that was sluggish, and her eyelids were suddenly heavier. She quivered slightly before looking back to Cadance, though she might as well have been looking into a mirror. Cadance had the same look in her eyes. In a slow, blissful moment of realization, Twilight knew what it was...

Arousal.

"Cadance, I-"

"Shh." Cadance lifted a hoof to her lips, cutting her off with a sultry, low smile. "Don't say anything, Twilight... Just kiss me again." This time, Twilight gave into the emotion willingly. Her lips pressed against Cadance's smoothly, both of them giving a thin, soft whimper of desire for the other. Twilight could have stayed like that forever, but something roused her out of her pleasant thoughts. Something wet, and tantalizingly touching her lips. She had to discover what it was. When she opened her eyes, however, all she could see were Cadance's, closed tight as she focused on the kiss. She couldn't see what it was. The only option left was to explore the sensation with her tongue. Hesitantly, her mouth opened, and she probed forward to search for the alien feeling.

Cadance's eager moan came just as soon as the feeling intensified, and Twilight realized what she had felt was her foalsitter's tongue, brushing her lower lip in anticipation. Almost as if it were asking for access. Without realizing, Twilight had given it to her. Cadance surged forward, the action of her tongue slipping into Twilight's mouth pressing her close enough for their chests to touch. Before she even knew it, Cadance had wrapped Twilight in another hug, though this one was far more friendly than the previous few had been. Or any hug Twilight had had, for that matter. The mixed sensations of somepony pressing so tight, added on to the feeling of Cadance's tongue exploring her mouth, made the dull haze deepen all the more. Twilight's sluggish mind was completely overwhelmed, and she could do nothing more than slump in Cadance's embrace and let the alicorn explore her mouth freely.

"Haah." Cadance pulled away after a while, trailing several shining, thin streams of saliva between them. With an audible lick, she broke them all off. Twilight could feel the remnants cooling on her chin and even as low as her neck. She shivered at the cool feeling of saliva on her fur, wondering what that sensation would feel like elsewhere on her body. She wasn't left guessing for long. Cadance renewed her advance, this time pressing her eager mouth against Twilight's neck and jawline. Shivering and gasping now and then, the haze around Twilight's senses intensified even more. She didn't even feel it when Cadance guided her down to her back. One moment she was sitting upright, and the next Cadance was looming over her, her lips lighting a fire on Twilight's coat every time they pressed to a new spot.

In a dark spot at the back of her mind, Twilight realized what Cadance had in mind. Her foalsitter was kissing lower and lower, low enough to reach the edge of her ribs, to tease her twitching stomach.

"Wait." Twilight whimpered.

"Hmm." Cadance didn't stop.

"W-wait!" Twilight's breathless gasp finally brought the kisses to a halt, and Cadance looked up at her with wide eyes, as if afraid she had pushed things too far. "Sh... Shouldn't we move this... To a bed?" Her question was hesitant and slow. She didn't know proper protocol for these sorts of things. Would it be proper for them to do this on a bed? Or would the floor of her small den be suitable? What if she hadn't changed the sheets? Would Cadance be okay with it? The usual panic began to set in, but as soon as Twilight opened her mouth to suggest some hare-brained idea, the world around her vanished to be quickly replaced by the familiar pink-and-purple star-speckled comforter of her bed. With a soft 'oof' she and Cadance both landed on the mattress. The crackle of magic died away, and Twilight realized that Cadance had teleported them.

"Oh." She gave a soft sound of recognition, followed immediately by a furious blush. "I... Thanks.

"Shh." Cadance pressed a hoof against her lips yet again. "I thought I told you to say no more?" Twilight went to open her lips to apologize once again, but a soft bit of pressure from Cadance stopped her. She blushed deeper and looked up at Cadance, her muscles still quivering slightly. "Relax, Twilight. This is your first time, so let me take the lead." The way Cadance half-whispered half-panted those words, Twilight felt like she could melt. Another strength-robbing kiss was placed against her lips, and Cadance resumed her downward trek.

Each kiss was pressed into her coat with renewed urgency, coming slightly faster and more insistent as Cadance travelled lower and lower down Twilight's body. She shuddered and panted as the kisses began to grow more and more heated, and by the time Cadance was kissing Twilight's stomach, the helpless unicorn had thoroughly dampened the sheets beneath her haunches.

"Hmmn..." Cadance's thoughtful moan sent shudders through Twilight's body, and her eyes closed so he could focus on keeping her heart from thundering out of control. Her efforts were all in vain, it seemed, when Cadance opened her mouth and moved between her thighs.

"Aahn!" Twilight cried out audibly, her back arching slightly as the first intense wave of pleasure crashed through her. Cadance's tongue felt like a sliver of fire against her, igniting it's own small blaze within her pulsing marehood. Twilight twitched as she repeated the motion, and the third lick made her surrender. She collapsed into the sheets with a sigh, letting the intense sensations rush through her fast and free. Cadance had awakened something in Twilight she had never felt before. If she had a pen and paper nearby, she would have tried to document it, though words failed her anyways. Try as she could to describe it, she couldn't. The only thing her mind wanted in that moment was release. Sweet, simple, and much-needed release.

"O-oh!" Twilight gasped as Cadance's tongue parted her tender labia, sliding into the pulsing opening beneath. She felt something tear, a brief flash of pain taking hold of her. She tensed for a moment, but Cadance's hoof rested on her stomach. Even as she was about to vocalize the uncomfortable pain, Cadance rubbed a small, soft circle. The muscles relaxed and the pain faded away to nothingness in an instant. Her cry of surprise and pain faded into a dull, throaty moan. Somewhere in the back of her pleasured mind, Twilight just registered that her hymen had been ruptured. The text she had gleaned over on the subject had told her it would be intense and painful, but the way Cadance's tongue and hoof were working against her, Twilight didn't feel anything other than pleasure.

"Aah... Oh... Cadance, I'm..." Twilight felt something begin to build within her, swelling to a head. It snaked through her veins fast and free, sending her into a fit of twitching shivers that threatened to make her bite her own tongue. The haze covered everything in Twilight's mind then, reducing her to a near-animal state of gratification. The only thing that she wanted in that moment was the release. Her hips writhed and her chest heaved as she approached the edge. Standing on the edge of an oblivion of bliss, Twilight closed her eyes and took the plunge...

"Pwah! Goodness!" Cadance pulled away as Twilights emitted a thin, clear stream of liquid. Her orgasmic juice gushed forth, spattering into the comforter and veritably drenching Cadance's front. The alicorn grinned and licked at the prodigious amount of liquid, slurping down as much as she could. "I didn't know you were a squirter." She teased once Twilight had collapsed into a panting pile of pleasured flesh. The little purple unicorn looked awfully cute, the way her eyes were clenched shut and her stomach twitched in time with her heavy breaths. "Did you enjoy that, Twilight?"

"Hnn..." Twilight gave a thin moan, which made Cadance chuckle and kiss her twitching stomach. The spasmodic motion stilled under her careful touch, though Cadance was rather enjoying the sight of Twilight's juices spreading all over the thin, soft fur of her coat. The smooth strands matted into clumps with the juice Cadance was dripping onto them, much of it from her face, though some of it was fallout from the intense orgasm she had just endured. "Haah." With one last breath, Twilight finally seemed to regain control of herself, grinning sheepishly up at Cadance. "I... I've never had that before... Not even when I would... Touch myself."

"There's a first for everything, Twilight." Cadance teased. She stretched out next to the purple unicorn, kissing her ear teasingly. "Would you like to return the favor?" Twilight shuddered at the thought of doing so. It was only customary, of course, but also very exciting. This was a realm that was entirely unknown to Twilight. She had never delved into the mystery that was lovemaking, and had hardly even read up on the subject in her studies. Now, she had the chance to experience first-hoof the pleasures associated with making love to another...

"I would love to." Twilight slowly rolled on top of Cadance, her lips spread in a giddy grin. Cadance chuckled and tucked her wings tight against her back so she could lay out underneath Twilight, her entire body exposed to the inquisitive unicorn. Steadily, Twilight began to make her way down Cadance's front. She was an amateur, almost like a machine in the timing and placement of her kisses. One second apart, and one inch lower. It wasn't extravagant, but it served it's purpose. Cadance opened her legs willingly, her heated crotch already glistening with arousal.

Twilight had never seen anything quite like it. Cadance was delicate and small, her petite center looking almost too fragile to handle much of anything... The scent was musky and not unpleasant. It reminded Twilight of sweat and mornings. The smell one got when they first woke up, before their shower. Hesitantly, she pressed her lips to the soft mound of flesh above the glistening pink folds, and that elicited a soft twitch from Cadance. Hesitantly, Twilight licked her lips.

The taste was both vile and arousing at the same time. She found it nothing short of agreeable, but not something she was certain she'd want in any other situation than the one she was currently in. As it stood, though, nothing excited her more. She ignored the heated pulsing in her crotch and dove in, her tongue immediately sliding over the entirety of Cadance's marehood.

"Ahh... That's it." Cadance groaned her approval as Twilight began to lick away, her tongue lapping sloppily at her foalsitter's heated crotch. Time and again, Twilight let her tongue slide up and over Cadance, coating her tongue in the juice, eliciting more than a few desperate groans from the pink alicorn spread out beneath her. A small part of her wondered how she had come to be in this situation, how a harmless weekend with a good friend had very quickly descended into a mind-numbing experience she was likely never to forget... All thoughts like that soon fell by the wayside, though. Twilight's curiosity won out and her tongue began to grow more adventuresome.

"Deeper." Cadance breathed the very first time Twilight prodded her entrance. "Go deeper." The pleading invitation spurred her on, making her tongue slide deeper, firm and easy. Cadance cried out as she slid in all the way, and panted as the tip of her tongue prodded around. Inside, the taste of Cadance's arousal was fresh and plentiful, though at this point, Twilight had come to accept the taste. If anything, the plenitude spurred her on. Her movements became audible to both of them, sounding almost like stirring a spoon in yogurt. Though perhaps a little more... Fleshy.

Just as Cadance's cries became more and more pronounced, Twilight felt the cramping build up in her jaw. She was inexperienced, and the prolonged act was making her begin to drool. Her own saliva mingled with the juices flowing fast and free, adding to the wet sounds. The movements were becoming less and less her own as Cadance's hips ground against her jaw. Twilight felt a pair of hooves grip her head, pulling her more firmly against her. Eager to please her partner as she had been pleased, Twilight ignored the burning pain and plunged her tongue deeper, giving Cadance one last good writhe before her tongue seized up.

"AUGH!" With one loud vocalization, Cadance released into Twilight's mouth. Just like she had, Cadance came a large volume of thin, clear liquid. It flooded Twilight's mouth, some of it forcing it's way down her throat before she could react. Coughing and sputtering, she dribbled streams of release back onto Cadance's coat, her mouth hanging open as she drooled sloppily all over. Cadance grinned up at her, her chest rising and falling in steady, smooth motions. "Twilight, that was... Incredible."

"Yehew dih ahh th' werh..." Twilight's tongue wouldn't cooperate properly, and each syllable made her jaw throb painfully. Cadance laughed at her predicament, but her horn began to glow brightly. Twilight felt the sensation of magic pulse through her jaw, making her pain fade away and giving her control over the muscles once again. "Thanks." She muttered with a blush.

"My pleasure... Literally." Cadance smiled and lifted her hooves to Twilight's shoulders, gingerly pulling her down atop her chest. Twilight settled against the slightly larger alicorn easily, heaving a contented sigh as Cadance kissed her once more. This kiss was much more deep and meaningful than the previous ones, and relaxed Twilight's anxious, trembling muscles effectively.

"Thank you, Cadance..." Twilight muttered gently. "That was... Incredible..."

"No need to thank me yet, Twilight." Cadance kissed her cheek before moving her lips to Twilight's ear, just barely brushing the edge of it with a soft breath. "We have all weekend, remember?"

"Bonding Experience"

Luna, Celestia, Cadance and my personal OC Lily get together for some... Ahem... Sisterly bonding? Thanks to Iroh for the very first request of the story!

Categories: BDSM, Human, OC, A Different Kind of Love

Warning(s): Light-to-medium bondage elements

"Bonding Experience"

~-~-~-~

"Enter." Celestia said absently, her fingers carefully scanning the document before her. If there was one thing in this world she hated more than trade agreements, it was jurisdictional quarrels. Stupid, silly, dry, dull, boring courtroom bullshit that could just as easily have been handled by the courts themselves. She sighed, hardly even paying attention to the visitor that had quietly knocked on the door to her office.

"You really ought to lighten up." The voice made her start a little. Just a little. She glanced up at the visitor, shocked to see it was none other than her sister.

"Luna." Celestia said, letting her attention flee from the dry document like a frightened child from a large playground bully. "I'm not being coy when I ask to what do I owe the pleasure?" Luna visiting her mid-day certainly was an odd occurrence. She set her pen down, moving to stand.

"No need to get up, sister." Luna said with a warm smile. To Celestia, it seemed somewhat out-of-place on her usually sour-and-dour sister's face. It spread to her own, making her lips curl up. To Celestia, a genuine smile was hard to come by. "I honestly just came to ask a quick question... Do you have the time?"

"For you, Luna, I'll make time. What would you ask of me?" Celestia leaned back in her chair, kicking one leg up until it rested demurely over her knee. Luna glanced about the office for a moment, her wings shuffling as if she were uncomfortable. Celestia paused, letting the silence stretch on until Luna came to terms with her request.

"Eer... Well, you see..." Luna sighed and lifted her hands, trying to articulate what she wanted. She dropped them in defeat, the sound of her palms smacking into her own thighs audible over the gentle ticking of the clock on the mantle. "I don't know how to say this..."

"Nothing to it but to ask, sister. You know you could ask me anything." Celestia sat up now, her expression slightly worried. Even since her return, Luna had always been rather straightforward. A thousand years on the moon had done nothing to mar the beautiful woman's poise and grace. She could negotiate the most tense situations with a firm and assertive statement or two. To see her struggling over something as trivial as a request... It must be serious. Celestia began contemplating what it was her sister wanted to ask.

"Right... Well..." Luna rubbed her arm with her opposite hand, almost afraid to look at Celestia directly. Was she... Was she blushing?! Celestia fought to keep her jaw from dropping in shock. Luna was always poised, graceful, and dignified. To see her sister blushing like a shy schoolgirl was nothing short of absolutely shocking to Celestia. "You see, ever since my return, I've... Well..."

Oh no. Something's happened. Celestia's thoughts raced. Something major. Something personal. She sat forward now, listening to each word Luna spoke intently.

"I just haven't felt as close to you as we used to be." Celestia sagged with relief, groaning as she slumped back into the chair.

"Is that it?" She chuckled, wiping a hand across her face. For Luna to be so hung up on such a tiny, insignificant question was almost comical. The beautiful princess of the night looked almost offended now, her scowl dark and scary. At least, it would have been to anyone other than Celestia. Instead, Celestia gave a warm smile and leaned forward. "I'm sorry. Please continue."

"Thank you." Luna quipped. She gracefully closed the distance between her and the other side of Celestia's desk, taking one of the two chairs there. She sat so smoothly, such a fluid motion. The way her body moved to a resting position was like watching molten metal flow out of the forge and into a mold. Brilliant, graceful, and alight with hidden meaning. Luna was such an entrancing woman... "As I was saying, ever since my return, I've felt more distant from you than we used to be. So, if your schedule was free, I was wondering if... Well..." There it was again. That blush. Celestia fought one of her own at the rather alluring sight. "If we could spend some time... You know... Bonding."

"Bonding?" Celestia blinked.

"Yes. Bonding." Luna nodded. "You know..."

"No, I understand." She cut her little sister off with a lift of her hand. Across Celestia's lips spread a coy, teasing smile. "I can see how you might be embarrassed to ask. Something so personal, it must have been difficult to work up the courage."

"Right?" Luna perked up, smiling as she leaned forward. "So, when do you think we'll be able?" Again, Celestia blinked.

"Eer... We can do it right now, honestly... I have some-"

"Oh! Really? I, uuh... Truth be told, I'm rather tired. You know, odd hours."

"Right. Well... I can make time whenever you're available..." Celestia glanced at her calendar, at the myriad of appointments and engagements, each one of them able to be dropped in an instant.

"Eer... I don't want to take away from your work."

"What work?" Celestia teased, tapping the document before her. "This dull, boring crap? Please. Rescue me from the tedium." They both shared a lighthearted laugh, smiling at one another warmly.

"Well, in that case, how about tomorrow after sunset?"

"That sounds lovely. I'll see you then?" Celestia watched as Luna stood, yet another graceful and smooth motion.

"Indeed. Take care, sister."

"You as well, Luna." Celestia's eyes trailed perhaps a little lower than they ought to as Luna left her office, but in light of her sister's request, she thought it was rather justified. In fact, she knew someone who just might help out with "Bonding." Someones, maybe... "Luna?" She asked, looking up. The princess of the night stopped in the doorway, turning around smoothly.

"Hmm?"

"You wouldn't be opposed if... Cadance were to join us?" Luna blinked, then smiled.

"Not at all. It'll be good to spend some time with both of my sisters."

"Right. Thank you, Luna. I'll see you tomorrow evening."

"Farewell." As Luna left her office, the door shutting silently behind her, Celestia pulled a blank sheaf of paper towards her. She had some requests to make...

~-~-~-~

"Good evening, Princess." Luna smiled at her aide as he fell into step beside her. "Sleep well?"

"Divinely, thank you. Tonight's agenda?"

"Aah... Prior to setting the sun and raising the moon, you and your sister have another engagement in the Eastern tower. I have it labeled as 'sister time.' Following that, at one in the morning, you meet with the emissary of-" He droned on as such, ticking off each point one after the other. For the 'night-shift' as Luna had taken to calling it, business was slow and rather boring. Mostly, she helped organize things for the day, to help lighten the load on her sister's shoulders. Tonight, though, it'd just be her, Celestia, and Cadance. Some good, old-fashioned girlish fun. Luna felt as if she needed the time with her sisters. Since her return, it'd been a maelstrom of activity and catching up. Now, though, she felt stable enough to actually get out and enjoy herself. "Princess?" She snapped out of her reverie, looking at her aide.

"Hmm?"

"Did you hear what all I said?"

"Eer, yes I did. Thank you. You know? Take the night off. I think I can handle all of this myself." She said, smoothly taking her aide's clipboard from his stunned fingers.

"R-really, princess?" He asked. In eighteen months, the poor fellow hadn't had more than a weekend off. He deserved a breather.

"Of course. Go rest, prance about, or whatever it is you do on your free time. I can handle this business on my own tonight." Luna shuffled through the sheets of paper. At one, the emissary visit, two was lunch, followed by four hours of nothing. Such an easy night. "Yes, I can handle this perfectly well."

"Y-yes, of course, princess. Thank you." With a deep bow, her aide excused himself, shortly before Luna stepped out onto the eastern balcony. It was time to raise the moon. She felt the ripple of magic from the West, informing her that Celestia had already begun her work. With a hearty sigh, Luna summoned her magic, casting her hands out towards the horizon. Slowly, the ephemeral orb that was the moon blazed into brilliant light, casting it's milky glow over all the land. Her prison and home for a thousand years was always a painful reminder of the reason Luna had been sent there in the first place, but something about the solemn, almost reverent glow it cast over the land calmed her. As day yielded to night, stars and constellations winking into existence slowly, Luna couldn't help but smile to herself. Tonight was going to be a good night.

Celestial tasks done with almost six hours to spare until she met the emissary, Luna slowly slipped off of the balcony and into the east tower proper. Free of her aide pestering her about the night’s obligations, Luna enjoyed the slow, peaceful walk down from the balcony she normally raised the moon from. She was so slow, in fact, she was beaten to the designated meeting place by Celestia.

“Good evening, Sister.” Celestia said with a smile. “Did you sleep well?”

“Very much so. Why all the concern for my sleeping habits? First my aide, and now you… Is this
experience supposed to be something physical? Because I’m not so sure I’m dressed properly…” She really wasn’t. Heels, stockings, and a knee-length dress. She had always liked this dress, which was why she was so pleased when she had learned that it had survived her thousand-year absence. Despite the time gap, it had aged well. The midnight-blue fibers had grayed only slightly, but the effect it made worked well with her raven hair. It was one of her favorite dresses.

“Well, while we are going to be doing something active, I don’t think the dress matters…” Luna arched an eyebrow inquisitively at Celestia, even as her elder sister led her into the room…

“Cadance… And… Cadance?” Luna said, looking at the perfect mirror image of her only younger sister standing before her. Luna had to blink a few times, trying to make sense of the situation. When the Cadance on the right disappeared in a brilliant flash of green light, replaced by another woman, Luna understood in an instant. “Lily. So nice to see you again.” Lily, or Liliana as she was formerly known, was a changeling. One of the only to gain independence from Chrysalis’ horde, this particular changeling had an interesting skill set, one that she had used to open one of Canterlot’s greatest brothels. No need to be shy about it, that’s what it was. Lily and another woman named Maggie ran the place, halfway across the city. To see her here was nothing short of shocking.

Lily, in her “natural form” as she preferred to call it, was extremely attractive. Almost painfully so. Her hair was a brilliant, fiery red, which was all the more offset by her deep, emerald-green eyes. The way those twin orbs of coy desire seemed to stare straight into you, framed by the fire that was her hair… Lily knew how to make an impression. Her body was relatively short, curvy, and extremely feminine. Full, thick thighs, a perky ass and breasts, slender neckline… This was a woman who not only understood the female body, but knew how to use it to her advantage.

“I bet you’re wondering to what do you owe the pleasure.” Lily said with a teasing smile. Luna nodded, halfway between skeptical and curious. Lily’s presence meant one of two things… Trouble, or sex. Since Luna hadn’t been expecting either, she glanced at Celestia.

She knew that smile.

“Tia, no… No, I said bonding… Not bondage.” Luna slowly began to back towards the door, raising her hands. The almost inaudible click of the lock sliding home stopped her. She didn’t even have to glance behind her to know Celestia had locked them in. “Tia, I can’t do this-“

“You can and you will.” Celestia smoothly wrapped her arms around Luna from behind, completely taking the princess by surprise.

“Tia! I-MFF!” One hand smoothly slid up to her mouth, glowing with magic as it clamped over her lips. She writhed in her sister’s iron hold, struggling to break free.

“Shh, shh… It’s okay, Luna. Relax. Girls?” Celestia called out to Lily and Cadance. “Mind getting her warmed up?” Lily and Cadance just grinned at one another before what happened next. Celestia, strong and dominant, clamped Luna in her hold firmly as she forced the younger princess to watch.

“C’mere.”

“I’ve been waiting for this.” The two collapsed upon one another, a tangle of limps and lips the only thing Luna could see for a moment. They assaulted one another with kisses and gropes, their lips meeting again and again, hands sliding and squeezing all over. Luna couldn’t help but notice that where Cadance was brash and assertive, Lily was coy and tactful. The taller, youngest princess would rush forward, hungry lips searching for a passionate kiss, only to be denied by a teasing Lily. The latter’s hands would reach out to just barely brush the underside of Cadance’s bust, or slide around her waist, or rest gently on the bottom of her ribcage… Luna could only watch the intricate dance. Her eyes went wide at the display, her heart hammering in her chest.

“See that?” Celestia whispered in her ear softly. “Watch the two of them… See how Lily teases her, builds her up… She’s only doing that so she can break her down. Watch.” Celestia’s fingers still held tight to Luna, keeping the younger sister rooted firmly in place. Luna could have closed her eyes, could have wrenched away, could have even used her magic to escape… But did she want to? The answer became almost painfully clear in a moment.

“Aah-OOF!” Lily rushed forward in a second, doing some fancy move with her legs. Her arms drove forward, while her leg pulled back, and suddenly Cadence was on her back. Wings splayed wide, shirt riding high to expose her midriff, and cheeks flushed like a shy schoolgirl. Lily’s lips were curled in a coy smile, her arms and legs straddling the prone princess. “Haah… Haah…” Cadence was breathing heavy, her chest rising and falling slowly as she lay underneath the assertive changeling.

“Watch.” Celestia urged, still holding Luna’s mouth shut. Which was proving to be troublesome, because Luna wanted to breathe hard. Much harder than she was able to. Something began to well in her chest. Was it… Was this excitement?

“Dear Cadance,” Lily teased, swaying her hips back and forth atop her victim. “I wonder what Shining Armor would say if he saw you like this…?”

“Sh… Shut up.” Cadance panted, flushing more brightly.

“What was that?” Lily’s tone turned a little bit more cold, a little bit more… Dangerous. “Say that again.” It was a dare. A challenge. Luna’s breath caught in her throat as she watched Lily stare Cadance down. The tension between the two of them was palpable.

“Shut up-“ whack “Aahn!” Lily’s hand swung down with blinding speed, her open palm catching Cadance right across her cheek. Cadance’s initial cry was mostly one of surprise. Luna knew such a gentle slap wasn’t going to do any damage, aside from maybe make the flesh red a little. The silence that followed, however, was very final. Lily wasn’t playing around. Cadance was hers. In that moment, straddling the submissive woman, Lily was completely, totally, and entirely in control. Could she have thrown Lily off? Of course. Could she have taken the lead, pinned Lily to the ground, exacted her revenge and made herself completely dominant.

So why didn’t she? Why didn’t she summon her potent magic, throw Lily across the room, and show her who the more powerful one was? Why didn’t Luna, for that matter? It came to her in a moment. She watched as Lily leaned her head down, her full lips smoothly pressing to the joint of Cadance’s jaw. Celestia’s lips pressed to her own earlobe, eliciting a shiver and a moan.

They didn’t want to.

They didn’t want to be in control. They didn’t want to fight. They didn’t want to take the reins and steer this crazy, insane, completely immoral wreck off the cliff.

They would rather be subjected. They wanted to be told what to do. They wanted to be used.

They wanted to submit.

“Hmm- mff!” Luna groaned as Celestia’s other hand moved up to cup her left breast. The touch wasn’t subtle or gentle at all. It was very firm, and very much meant to be felt. The tender flesh swelled around Celestia’s long fingers, the fabric of her bra suddenly feeling very restrictive and tight. The hand on her mouth didn’t let up at all. If anything, it tightened further, keeping her completely pinned while Celestia began to roughly massage her.

“Hmm. You’re liking this, sister.”

Shut up, no I’m not.

“Hmm, I bet you want me to do the same thing to you…” Her fingers guided Luna’s head back to the scene unfolding before them. Lily’s hands slid under the hem of Cadance’s shirt, exposing more and more of the prostrate woman’s midriff. Luna saw the hem of her bra peek out from under the fabric, teasing all of them with thoughts of what lay beyond… “I bet you’d like to feel my hands on your flesh. Wouldn’t you, sister? I bet you want to bare these beautiful breasts, to feel my hands, Lily’s hands, Cadance’s hands, all of us touch and grope you. Wouldn’t you?”

Heavens, no… Please, no not that… I don’t want it. Luna’s thighs squirmed together despite her desperate plea. Celestia kept her pinned, still squeezing her through the fabric of her dress.

“I think you would. Lily, show my sister what she’s missing out on.” Celestia called out to the dominant changeling. Luna couldn’t see it, but she knew Celestia’s lips were curled in her wicked little grin. If Luna never saw it again, it would be too soon.

“My pleasure. Come now, Cadance. No more fucking around.” Lily firmly grasped the edge of Cadance’s shirt, tugging on it hard enough to lift the princess a few inches off of the carpeted floor. “Off.”

“Y-yes…”

“Yes, what?” Lily talked and moved at the same time, her hands stripping Cadance’s chest bare.

“Y-yes, Mistress.”

“Ooooohh…” Celestia groaned directly into Luna’s ear, making her knees nearly buckle. “Make her say that again…”

“You heard Celestia. Say it again, Cadance.”

“M-mistress.” Cadance breathed, her chest heaving with each breath now. Her shirt was caught up on her wings, getting slightly tangled amongst the feathers. After a few moments, the two of them managed to strip it completely off, leaving Cadance in just her bra underneath Lily.

“Say it again.” Lily commanded, her fingers working along the underside of Cadance’s bra.

“Mistress.”

“Again.” The bra smoothly slipped up and over Cadance’s breasts, exposing her flesh in all it’s womanly glory. Both of the smooth mounds were topped with a pink-colored nipple, her areola hardly larger than the nipple proper. Luna could see, even from this distance, the way her skin was peppered with gooseflesh. Those nipples were probably as hard as rocks.

“Mistress!” Cadance gasped, her hands raising to cover her breasts. Lily intercepted them, wrapping her fingers around Cadance’s slender wrists. She pushed the youngest princess’ hands up over her head, pinning them into the carpet.

“Ah, ah… No interfering. Let us see.” Lily used one hand to pin Cadance’s wrists while the other slowly slid down to her chest, cupping the generous bust with an expert touch. Luna watched Cadance’s stomach twitch, her chest rising and falling even more rapidly now. Meanwhile, Celestia did not remain idle. Her own hand ventured from one breast to the other, down to Luna’s stomach, and all the way up to her collarbone. Each gentle bit of pressure set Luna’s skin on fire, then quenched the flames to leave ice-cold shivers behind… Luna was probably wet enough to have soaked completely through her panties by now.

This was unreal. This was immoral. This was…

Too fucking good.

“Are you enjoying this, Luna?” Celestia breathed into her ear.

“Mmhmm!” Luna couldn’t even stop herself. She nodded in agreement in an instant, her thighs rubbing together. As if that would do anything to quell the inferno building in her crotch.

“How much?” Celestia’s hand pulled away from her lips, a shining trail of saliva stretching between them and Luna’s open, panting mouth. Had she really been drooling? Was it that bad?

“I…”

“I said,” Celestia’s hands both fell to Luna’s chest, this time squeezing her breasts hard enough to hurt. Almost. “How much?”

“Very much!” Luna gasped, her back arching away from Celestia. Her sister re-affirmed her dominant role, pressing forward until the front of her hips pressed firmly into Luna’s rear. Luna could feel each curve of Celestia’s body against her own, from her prodigious breasts to the swell of her thighs, the flat plane of her stomach and her long, slender fingers. “Very much so!” Luna continued to gasp. It was like letting a dam break. The gloves were off, the cards were down, and there wasn’t anything else to hide. Luna’s flesh twitched and jumped at each one of Celestia’s touches, her crotch on fire right now. Why was she feeling like this? Had it really been that long since she had had any sexual attention?

“Where do you want me to touch you, Luna?” Celestia growled. The gears shifted between the two of them. Celestia’s hands slowly started to pick up the hem of Luna’s dress, exposing more and more of her milky thighs.

“Anywhere! Please, just touch me anywhere. I don’t care, just touch me! Please!” Luna closed her eyes, her face scrunched up. She wanted release. She wanted closure. Right now, she was a teapot on a hot burner, and she was about to erupt.

“Ooh, I love the sound of you begging. Ladies, I think that’s enough. Why don’t you come over here and help me with her?” Celestia’s hands left Luna completely, the creamy flesh underneath her dress burning as Luna was left devoid of any contact. Lily and Cadance stopped their play, both women slowly raising to their feet and walking closer. Luna’s chest heaved with anticipation as she watched them approach, their lips spread in knowing grins of devious intent.

“What should we do with her?” Cadance mused aloud, her hand raising to cup her own chin. The way her arm pushed her breasts up captivated Luna, her eyes fixed on her perky nipples, her smooth flesh… Shining Armor was a very lucky man. If she played her cards right, Luna might just be a lucky woman by the end of the night…

“That’s a good question…” Lily teased, slowly walking a circle around the entranced princess. “I wonder how badly she wants to be pleased?”

“EEP!” Luna jumped as she felt a brief flash of pain from her rear. She whirled around, hand clutching at her cheek, trying to spy the culprit. Whoever had done it, they were no longer there. Luna only saw the door, locked to keep her from escaping easily. Spinning back around, she was greeted by the sight of three women, each of them grinning at her, their eyes glinting as they looked her up and down. Under the scrutiny of their gaze, Luna felt completely and utterly exposed. She couldn’t say she didn’t enjoy it.

“Luna,” Celestia said gently, drawing her attention to the middle of the three women. “Take your clothes off. All of them.” Luna swallowed. This wasn’t a request, or a question, or some sick professional obligation one might receive from a doctor conducting a physical. No. This was something else entirely. This was a demand. One that carried with it serious implications if it were disobeyed. Hands shaking with nervousness, Luna slowly reached behind her back…

The zipper was difficult to find, nestled amongst the slightly-rumpled fabric in an odd place. When she did find it, though, she was able to pull it down smoothly. The motion was natural to her. This was, after all, one of her favorite dresses. The fabric sagged around her shoulders, opening enough to reveal a good amount of her cleavage. The other women stared, their expressions ranging from bored to anticipatory to lusty, and everywhere inbetween. Luna shrugged out of the fabric, feeling it slide over her wings and sides, crumpling around her ankles. Underneath, she wore a pair of black panties along with a rather lacy, intricate push-up bra. Luna wasn’t accustomed to dressing anything less than her best, even if she was only going to be spending time with her sister. Her legs were clad in long, sheer stockings, the fabric dark enough to conceal most of the major details of her legs, but thin enough to let the creamy color fade through the material. Rather than wear a garter belt, Luna had just removed the clasps and pulled them up to her thigh, letting her full flesh keep them secure. Suddenly, she realized just how sexy she must look. For a formal get-together, this was probably highly inappropriate.

“Oh my…” Lily said, flushing a little. “Luna, are you sure you weren’t expecting this? I’m beginning to think you were…” Luna shot her a look halfway between a scowl and a pathetic, simpering smile. The effect was a goofy, lopsided grin, completely out-of-place on one such as herself.

“Hmm… That’s good. Continue, Luna. But leave those stockings on…” Celestia gestured, rolling her wrist to urge her sister. Luna reached behind her back once more, rather hesitant about shedding the last bit of fabric between her breasts and the greedy eyes of the three women before her. Unless she was mistaken, they were slowly drifting closer to one another, their hands venturing places they really wouldn’t have in any other scenario.

“All the way off, Luna.” Celestia urged. Luna popped the clasp and demurely shrugged out of her bra, the cups still covering her breasts as she worked to untangle her arms. A furious blush rose to her cheeks as she hesitated.

“Take it off now, or I’ll take it off for you.” Lily growled, her tone and expression much more serious than the other two. Though her hands were the most venturesome… Unless Luna was mistaken, Lily’s hands were somewhere between Celestia’s thigh and butt, and moving very subtly… Whatever she was doing was making Celestia’s mouth open now and then, her shuddering breath hardly audible over the sound of Luna’s heart thundering in her ears.

“Y-yes, mistress.” Luna whispered, half to herself. Slowly, she pulled her bra away, bearing her breasts at long last to the thee eager ladies before her. “D-do you like what you see?” She panted, dropping her bra to the floor.

“Yes, Luna… I like that very much.” A stark contrast to Cadance’s pale nipples, Luna’s were darker than the surrounding skin, and they were very hard in that moment. Almost painfully so… Luna wished someone would touch them, just to confirm exactly how hard she thought they were. It felt like the nerves would snap in two if her nipple were moved too far one direction or another… She actually began to breathe through her mouth as her fingers fell to her waist.

“Those, too.” Cadance urged, her hands growing more venturesome as well… Luna watched as one of them splayed flat on Celestia’s stomach, rubbing in small circles as it trailed lower and lower. Celestia’s mouth hung open as Cadance began to tease her waistline with her pinky finger, making Luna hesitate on her own waist.

“Get on with it.” Lily panted, her eyes fixated on Luna even as her hands devoted themselves fully to Celestia’s warm skin. By now, her sister’s shirt was lifted up enough to reveal her flat, toned core, the very edge of her wide hips. Luna could feel herself seep even more wetness… She was thankful she had worn black underwear, otherwise the wet stain would be painfully obvious right now… Slowly, she dipped her fingers beneath the waistline of her panties, dragging them down inch by painful inch…

“Oh… Oh wow.” Celestia was the first to comment on what she saw. Luna was trimmed very neatly, the area around her soft mound completely devoid of hair, and as she took pride in telling herself every day, very soft. Her pubis, however, sported a short, straight shock of black hair, the strands silky-smooth and straight as an arrow. They pointed straight down, but stopped well short of any sensitive areas. Luna enjoyed having hair, and keeping herself trimmed and neat was always a priority whenever she groomed. Now, as she was almost positive she was going to be trying out the landscaping, she was very happy to have taken the time to handle it that evening when she woke.

The skin around her labia glistened faintly with evidence of her arousal, while the drop of liquid that managed to chase her panties down her thighs was enough to close the case. Even from this distance, the three other ladies would have been able to see her erect clitoris, petite and small when set among her flared labia. That was another part of herself Luna was very thankful for… In her past sexual exploits, she had run across women with very pronounced lips. Hers were delicate and small, and she didn’t have much in the way of width… Her slit was thin, short, and very, very wet.

“Well fuck me… I’m jealous.” Lily groaned, her eyes almost painfully obvious in their fixation. Luna stepped out of her panties, leaving them discarded in the crumpled pile along with the rest of her clothes. She wished she could take the stockings off… The way they hugged her thighs tight made her feel constricted, bound, maybe even restrained.

“Doesn’t feel right leaving her alone, now, does it girls?” Celestia smiled at the two ladies on her right and left, her hands gingerly pushing them aside.

“You’re right. Why do I still have pants on?” Cadance smoothly stripped out of her long capris, carelessly tossing them halfway across the room. Her panties followed shortly after, fluttering to the ground in a rather girlish display of feminine clothing. She was the first to finish, but Lily wasn’t far behind her. For an expert at removing clothing, she kept up with Cadance admirably well. Celestia took the longest, so Lily and Cadance naturally started making out. Luna was left in the cold, standing alone, watching as Celestia removed her bra, while a nude Lily and Cadance passionately made out. Again, the subtle differences in technique and style were made clear to her.

Lily, the more dexterous and smaller of the two, would nip in and kiss Cadance square on the lips for but a brief moment, maybe giving her a quick taste of her skilled tongue before withdrawing, leaving Cadance panting, eager, and hungry for more. Luna prayed she would be on the receiving end of that tongue. The quick, teasing glances of pink that she got were enough to make her squirm once more… Celestia finished stripping, all four women now completely bare. She joined in on the kissing, wrapping her arms around the other two and pulling them both in for a very passionate, very erotic three-way kiss. Hands grasped breasts, slid inbetween thighs, and generally just explored… Luna couldn’t do a damn thing about it. She just had to sit there and watch as her elder sister kissed and groped two alluring women. She hadn’t even noticed that her hand was travelling…

“Haah… Ahn… Oooh, yess…” She groaned softly, feeling her fingers gingerly poke and prod. Her soft mount yielded almost immediately, exposing her slit in all of it’s glistening, feminine glory. She slid her fingertips up and down the entirety of the bit of pink flesh, from top to bottom and back again. Each soft touch sent a shudder through her being, making her whimper and groan. She wasn’t entirely sure how much longer she was going to be able to keep this up…

Not long enough, apparently. Once the desire became too much, Luna’s middle finger curled inside, spreading her lips and parting her walls with ease. She was so wet. The feeling of that single finger spreading her walls apart was almost unbearable. She shuddered and paused, her finger buried to the second knuckle, just barely resting inside of her pulsing, pink hole.

“Hey!” Lily’s voice made her eyes snap open once more. The three women, their lips glistening with saliva, were staring at her incredulously. “Who gave you permission to touch yourself?!”

“I… I-I what?” Luna stammered, pulling her finger out. The wetness that came with it felt lewd and erotic as it slid down her thigh, meeting the hem of her stockings where it seemed to stop. Celestia and Cadance were shocked. Lily looked furious.

“You were touching yourself, watching us kiss! You dirty little thing!” Lily broke away from the group, her breasts bouncing indignantly as she approached. Luna stammered, backing away a few steps. Not fast enough. Lily pulled the same move she had on Cadance, easily tripping Luna up. In an instant, Luna impacted the carpet, feeling the wind driven from her lungs. Her head spun as she looked up at the reeling ceiling. She was only vaguely aware of her legs being spread apart, shuffling and murmured voices. She felt drunk. Dizzy. So far out of it…

“You don’t touch yourself, understand?” Lily’s stern reprimand snapped her back to reality, if only for a moment. She was about to answer when pleasure and a small, slight twinge of pain flooded her pelvic area.

“Aahn!”

“That’s for us to do.” Luna arched her hips up into the air, but whatever it was that had been slid inside of her followed. She writhed and bucked her hips more, trying to figure out what exactly it was that had been pushed into her. Glancing downward, she saw Lily’s hand buried somewhere inbetween her legs. So it was her fingers… Apparently Luna wasn’t allowed to touch herself. Her hands scrabbled over the carpet, looking for something, anything to hold onto…

“Hold her hands.” Cadance muttered softly, she and Celestia slowly advancing across the carpet. Celestia obliged, falling to her knees above Luna’s head. Strong, firm hands grasped her wrists, spread her arms out above her body. Cadance and Lily settled between her legs, one pair of hands rubbing her thighs, the other pair paying attention to her aching, pleasure core.

“Let me give you a use for these.” Celestia mumbled. Luna glanced upwards, watching as Celestia smoothly swung her leg out. Slowly, she settled her core down against Luna’s hands, the wet, slick flesh feeling not unlike her own. Luna couldn’t even stop herself as she curled her fingers, rubbing them up and down Celestia’s wet womanhood. She really was wet, too… Most likely a product of everything that had happened prior to this rather heated and rushed debacle. Luna felt rushed, dizzy with excitement and anticipation, and all the while hungry for more. She would never admit it… Well, at least not without some coaxing… Which she was getting plenty of.

Lily’s fingers worked pure magic against Luna’s core, spreading her lips apart, teasing her entrance, flicking her exposed clit. Each shuddering blast of pleasure that pulsed into her hips made her stomach twitch and her breath catch. There were moments when she had to close her eyes and focus very hard on not letting loose with her orgasm. It was during these moments that Celestia would lean far forward, pressing her lips to Luna’s collarbone, wrapping them around her exposed nipple, or kiss the fine hairs on her neck. Luna gasped each time, her fingers resuming their work against her sister’s dripping slit.

“Fuck… She’s so wet, this is insane…” Lily mumbled.

“I know, look at all this…” Cadance rubbed a hand over Luna’s thigh, pulling it away with a fresh layer of shining, dirty, feminine arousal. Luna whimpered and squirmed, felling so embarrassed but so very aroused at the same time. Lily doubled her efforts in that moment, plunging her fingers deep into Luna’s twitching cunt. That elicited a very loud gasp and much tensing of muscles. Cadance resumed her gentle massage, almost immediately counteracting the tensing of her muscles. Her fingers resumed their work against Celestia, even as her core began to twitch and pulse.

“She’s going to cum soon.” Cadance muttered gently. Lily was too absorbed in her task to even acknowledge. Luna, however, was incredibly vocal about her orgasm.

“Aahn! Ooh! Oh fuck, I’m cumming! I’m cumming! I’M CUMMIIIIIIIIIINNNNNGG! AAUGH!” At the very last moment, Luna collapsed onto the carpet, her center erupting with pure pleasure. She dribbled a small amount of ejaculation, not very much, just enough to make Lily’s workings easier. She felt complete loss of muscle coordination, her legs acting of their own accord as she was reduced to nothing more than a twitching, whimpering mess.

“Oh sweet heavens…” Celestia groaned, leaning forward to watch the spectacle. Luna knew without looking that her muscles were contracting around Lily’s fingers, squeezing and twitching in the aftermath of the rough, forced orgasm. “That was ruthless…”

“I haven’t even started.” Lily teased. Her fingers withdrew, taking with them the last of Luna’s strength. Her thighs gave out, letting her legs collapse flat onto the carpet. “Hold her legs open.” She lifted one up to Celestia, while Cadance smoothly took the other. In a moment, Luna was completely open and spread out, her legs parted as wide as they could possibly go. She flexed the weak muscles feebly, trying to close them, to stop Lily… Not that she could have. Nothing short of death would have stopped Lily in that moment. She clenched her eyes shut, preparing for what was to come…

Nothing could have prepared her for Lily’s tongue.

“AAAAAAHHNN!” Luna immediately bucked her hips off the ground. Or rather, she would have, if Celestia hadn’t roughly forced them back down. She strained with all of her might against her sister’s rough hold, but couldn’t gain an inch. Lily’s tongue slide up, down, sideways, in, out, and around her center. She was magic. Pleasure ripped through every last fiber of Luna’s being, tearing her completely apart. She had no more defenses. This was an attack straight at the very core of Luna’s entire existence. It struck true, piercing her in places that ought not be pierced.

If it weren’t for Celestia’s magical intervention, Luna very well could have leveled the castle.

“Haah… Haah… NEVER again…” Celestia panted, her chest rising and falling smoothly. Lily wiped Luna’s juice from her chin, grinning wickedly.

“I’d say I did awfully well.”

“Do you even KNOW how much magic she just used?” Celestia panted, glowering at the changeling. “She could have killed us all! Note: Orgasms at the hands of changelings are lethal.” Celestia gave a nervous laugh, looking over Luna’s prone form. Her sister’s chest rose and fell smoothly, and the look on her face was more blissful than any Celestia had seen her make. She was safe. They were safe.

“That was close.” Cadance muttered, rubbing her arm absently. “We really should be more careful next time…”

“Next time?” Celestia muttered, looking at her youngest sister incredulously. “I hope there is no next time…”

“Are you kidding?” Lily teased, giving Celestia’s stomach a pat with the back of her hand. “That was incredible! I’d do it again in an instant!”

“Okay, fine… But next time, I’m taking countermeasures.”

“Please do.” Luna’s voice startled them all. The princess’ eyes fluttered open, looking straight up at the ceiling. “Because that…” She inhaled slowly, her lungs causing her ribcage to rise nice and smooth. “I would do that again…”

~-~-~-~

Notes from the Author:

This was the very first request made to me, by my loyal and talented pre-reader Iroh. I owe many thanks to this individual for his hard work and dedication to the story. He’s been a counselor, advice-giver, and all-round friend to me for the past three months or so. I was both honored and excited to write this request for him.

This also marks the first request of the new story. While this and the next one are ADKoL requests (And it seems many of them will be >.>) I won’t be writing just these… At the beginning of each chapter, I’ll include a short description or category about the following chapter, just so you know what’s in store. For new readers, I don’t expect you to go back and read 400k+ words just to understand what’s going on. So if you see a story with the label/category “A Different Kind of Love,” Expect humanized clop with some touches of plot. Because it refers back to a story I’ve previously written.

In the future, there will be other requests. I plan on writing a VERY wide variety of them, ranging from humanized to ponyfied to anthro to everything inbetween. Nothing is too far out there. Except foalcon. Legal reasons, folks. Even Loyal has his boundaries.

Class Reunion

Twist drugs and has sex with the Cutie Mark Crusaders.

This chapter will have regular pony clop.

Thanks to Avid Reader for the request!

Categories: Twist, CMC’s, Drugged, Aged-up

Warnings: As with all drugged stories, there will be mild rape elements. A little bit of foodplay.

“Class Reunion”

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Sweetie Belle inhaled deep the smell of Ponyville as she stepped off of the train, letting her lungs fill with the good, old-fashioned country air. It had been far, far too long since she had returned… “Aahh…” She exhaled, letting the tension and stress start to unwind and melt away into nothingness. Something about being home just made her feel so… Right. She belonged here. Humming cheerily to herself, she left the train station, trotting down the road towards her sister’s boutique. The same bell jingled happily as she pushed her way inside, greeting her at the same time Rarity’s voice rang out.

“I’ll be there in a minute, darling! Please, feel free to browse!” Her cheery voice sounded as upbeat and positive as ever, and was a welcome thing to hear. Sweetie Belle waited patiently until Rarity realized it wasn’t any old customer she was dealing with. Judging from the new expansion into the showing floor, though, she wasn’t suffering from a lack of those either. Sweetie Belle busied herself looking over the magnificent dresses and clothes, each of them trimmed with brilliant, glittering gems. She was busy inspecting one piece in particular, lined with deep amethyst off-set by bright rubies when she heard the shriek.

“Sweetie Belle!” Rarity cried, veritably throwing herself at the younger unicorn. Sweetie Belle laughed as she was lost in the exuberant embrace, holding her sister tight. “Oh, my, was the reunion this week? I almost forgot completely!” They shared a nervous laugh, smiling at one another brilliantly. “My goodness it’s been, how long-“

“Five years.” Sweetie Belle confirmed, smiling at Rarity.

“Five years… My, how the time flies. You’ve grown, too!” Rarity walked a circle around her little sister, inspecting her form over. “My, my, Sweetie… You’ve found somepony special?”

“What?! No!” She flustered, wheeling on Rarity with an incredulous look. “Wh-whaddaya mean?” Rarity laughed, a light, airy sort of laugh that made the whole situation seem less awkward.

“I’m just curious! I mean, you and your friends were a thing straight up until graduation. I was just wondering if you found something similar…?”

“N… No… Not yet.” Sweetie Belle muttered, flushing a little. “Were we really that obvious?”

“Oh, darling, I don’t think there was a pony in town who didn’t at least suspect something.” Rarity waved a hoof nonchalantly. “We all knew it wouldn’t last, though… Three-way relationships like that never do…” But it did… It really did. Sweetie Belle, Applebloom, and Scootaloo had always been close. Closer than close. And that had never changed. No matter the distance, the three of them had always seen one another, whenever they had the time. Rather than inform her sister that she and her two friends were closer than ever, though, she just blushed and looked away.

“Nevertheless!” Rarity beamed at Sweetie Belle. “I’m sure you’re excited for the class reunion. Why, I remember my fifth year reunion… What an affair!”

“Was it bad?” Sweetie Belle asked, thankful that Rarity had changed topic.

“Hmm… Not bad, per-ce, just… Embarrassing. For more than a few parties present.” Rarity led Sweetie Belle into the kitchen, busying herself with preparing a pot of tea. “But that’s another story for another time! Are you happy to be back from Canterlot? How are your studies going?” Sweetie Belle and Rarity settled into a comfortable conversation, laughing and smiling and talking about life in general…

It really hadn’t taken long for the crusaders to fulfill their goal of finding their cutie marks. What was confusing, though, was what it all meant. Except for Applebloom… Hers was kind of a shoe-in. Like the rest of the Apple family, hers was related to farming and keeping up the orchard. Scootaloo’s was a mystery at first. It was a circle. Just a dark, grey-and-black circle. It had some sort of pattern, but everyone they asked said they hadn’t seen anything of the like. What was more mysterious, though, was Sweetie Belle’s. An odd, looping diagram of three major arches that all intercepted in the middle. It was a conjoined, continuous design, and it was a large mystery to everyone.

Until Twilight Sparkle had damn near collapsed upon seeing it. The purple unicorn had all but dragged Sweetie Belle to Canterlot to show her off in front of a large group of other unicorns. It was there that Sweetie Belle was told her mark was a powerful magical diagram, and her future was in the field of arcane studies. Since then, she had been studying tirelessly in stuffy Canterlot libraries, or visiting other major points of magical importance all across Equestria. She was being groomed to replace some other important unicorn on Celestia’s magical council or some mumbo-jumbo. Rarity seemed about as disinterested in Sweetie Belle’s studies as the younger unicorn was in explaining it.

Right now, she was home, and she was going to meet her two best friends and lovers for the first time in about six months. Not to mention all her old classmates. Featherweight, Chowder, Snips, Snails, Diamond Tiara, Silver Spoon, all of them… She was excited. “So, when are you leaving to go there?” Rarity asked after an hour or so of catching up.

“Oh… I was thinking soon… Ish… I really don’t want to show up TOO early, but seeing Scoots and Bloom again is making me kinda antsy…” Sweetie Belle smiled in remembrance of the last time they had all met… That poor hotel room…

“You should go soon, darling.” Rarity smiled at her. “No need to stay here with boring old me. Do you have a place to stay tonight?” Sweetie Belle mustered a smile. Of course she did. It was far, far away from any place that anypony could hear any… Screams.

“Naturally. Probably going to burn it down after the reunion. Live young and die hard, right?”

“Oh, Sweetie. Do be careful?” Rarity smiled despite her worry.

“Always. But if I stumble through here at four in the morning drunk as a skunk, feel free to kick me out on the curb.”

“Hmm… I might push you onto the couch, but I don’t think I’d be able to kick you out. Get going, darling. Your friends are probably waiting for you.” Rarity stood as Sweetie Belle slipped out of her chair, the two of them sharing another warm embrace. “Say goodbye before you leave again?”

“Of course. And I promise I’ll write more in the near future.”

“Oh yes, because I’m enthralled with your studies about major astrological projections.” Rarity rolled her eyes with a tricky smile, shooing Sweetie Belle out of the door.

“Bye, sis.”

“Good-bye, Sweetie Belle. Have fun!” They waved goodbye to one another, and in the back of her mind, Sweetie Belle sighed at her sister’s naiveté. Rarity didn’t know just how much fun Sweetie Belle was planning on having. Halfway to the town’s convention hall, Sweetie Belle was assaulted. In hindsight, she honestly should have seen it coming… When the pegasus dive-bombed her from behind a low-hanging cloud, though, she was completely unprepared.

“Heya Belle!” Scootaloo shouted at the top of her lungs as the two of them rolled around for a moment. In typical Scootaloo fashion, she ended up on top, grinning down at the extremely surprised and bewildered unicorn. “Been a while.”

“Six months.” Sweetie Belle panted. “Now get off.”

“Aww… I thought you liked it on bottom.” Scootaloo gracefully spun out of reach Sweetie Belle’s swipe, giggling like a filly as they slowly got their hooves. They had drawn some curious looks, but the other ponies going about their late-day business paid them no mind when they saw who it was. They only got a few warm smiles as they set out on their way to the convention hall. That didn’t stop Sweetie Belle from giving the pegasus’ firm haunches a magical pinch, causing her to yelp and flap helplessly for a moment. Sweetie Belle’s eyes flickered over her friend’s flank, noting the dark cutie mark she sported. While it had been a mystery back when Scootaloo had received it, they all knew now what it meant.

“How was the last tournament?” She asked, walking close to her old friend.

“Hmm? Oh, I missed first place by two points… If only I had nailed that kickflip on the last stair, I would have won… Still, took silver and a decent pot. Manehattan skaters are all stupid anyways… The colt who won was from Califoalnia, so I can’t complain…” Scootaloo’s special talent turned out to be extreme sports. If it had wheels, like her cutie mark was, she could probably take it off a jump, flip it twice, and land perfectly back on those wheels. This naturally crossed over with other emerging sports, and with the recent introduction of motorized vehicles, Scootaloo had become not only an accomplished skater, bicyclist, and roller-blader… But she was also on the cutting edge of the emerging racing scene. Sweetie Belle would be lying if she said she hadn’t touched herself to more than one article in a famous magazine or publication about her accomplished pegasus friend.

“How goes the studying?” Scootaloo asked happily.

“Ugh… I’m so glad I’m back in Ponyville… I needed a break. Don’t get me wrong, I’m learning so much, and discovering the way Equestria works, all the little ins and outs of magic in Canterlot… It’s exciting. But it’s time-consuming. All the formulas seem to run together at some point…” She gave a soft chuckle. “One time, I mixed the fourth introspective diagram with the seventh major apex, and the resulting spell replaced the shield I was casting with alfalfa. You should have seen it.”

“Ick. Magic.” Scootaloo shivered. “I don’t understand how you can look at all those boring spell-forms and study all those books… I’d go crazy if I had to look at anything for longer than… Ten minutes.” They both laughed together, even as they approached the convention hall.

“Where’s Applebloom at?” Sweetie Belle asked.

“You know her. Can’t go ten seconds without helping somepony out. She’s been preparing the convention hall since she woke up this morning. Place is pretty well decked out, too. She’s excited to see ya.”

“I’m excited to see both of you.” Sweetie Belle murmured, realizing how much she had needed a break from Canterlot. Stuffy libraries and dry research papers were not her forte. “Can’t we just skip the reunion?”

“Heh. Trust me, I feel the same.” Scootaloo took a moment to nuzzle into Sweetie Belle’s neck, eliciting a shiver from the white unicorn that wasn’t entirely unwanted. They arrived at the convention hall in short order, and were soon both tackled by Applebloom. Accustomed to rough, flying hugs now, Sweetie Belle rolled with it, but a sudden lurch of solid muscle and surprising technique swept her off her hooves effortlessly. Both she and Scootaloo were unceremoniously pinned beneath a very grown, and apparently very happy Applebloom. They were both kissed deeply, sharing just a moment of elation at finally being together once more.

“Ahem.” The soft clearing of a throat behind them caused all three to scramble to their hooves once more, blushing furiously. “Still at it, even after five years, girls?” Cheerilee smiled kindly at all of them, still looking every bit as beautiful and wise as ever.

“Y-yes, Miss Cheerilee.” Sweetie Belle muttered, feeling not unlike a scolded school filly. Cheerilee laughed heartily, waving a hoof at them.

“Please. Just call me Cheerilee. It’s good to see you three again.” She smiled and beckoned them all in for a warm hug. “Little do you know, you three left behind quite the legacy.” She said afterwards, guiding them to one of the nearby circular tables. They all took their chairs, smiling at their old teacher.

“What do you mean, legacy?” Scootaloo asked, planting her chin on her hooves as she leaned in.

“The Cutie Mark Crusaders.” Cheerilee smiled at them. “Your antics kicked off quite the movement among the children. I see young fillies running around everywhere these days, trying new and exciting things in the hope of finding their cutie marks. It comes with it’s fair share of mischief, but it’s honestly a beautiful thing… They’re learning so much on their own, and getting such worldly knowledge. You can only fall off of a zipline so many times before you learn the finer points of gravity, after all.” Cheerliee laughed along with the three friends, slowly rising from her seat. “I’ll be off, girls. There are other students I want to catch up with, but I hope we can talk more later on tonight?”

“Naturally. It’s good to see you again, M… Cheerilee.”

“You too, girls. Thank you, and take care.”

“Wow,” Applebloom muttered as Cheerilee slipped away. “Ah mean, ah’ve seen some o’ the younger fillies runnin’ around and whatnot, but ah never thought they were followin’ in our hoofsteps.”

“Innit that somethin’?” Scootaloo smiled at her two friends, the three of them contemplating the meaning behind Cheerilee’s words. “Who’d have thought we would have had an impact on so many young ponies?”

“Ugh… I don’t even want to think about all the ‘Cutie Mark Crusader Pole Dancers’ out there…”

“Oh my Celestia, that was a bad week…”

Laughing, the three shared another hug before finally getting down to business. It was time to meet some old classmates.

Featherweight, Chowder, Snips, Snails, even Diamond Tiara and Silver Spoon, they were all very diverse and grown-up. Hearing their life stories and catching up on all that had happened was truly a remarkable experience. Sweetie Belle was reluctant to share her own story, but she gladly listened to all the others. Of course, there were the remarks about the three of them, how they still appeared to be the best of friends despite the five years apart… None of them knew that they periodically met for one reason or another.

“Wow… I never knew Snips would be so successful…” Sweetie Belle mused as the other unicorn excused himself.

“Who’d have thought Photo Finish would need a permanent hairdresser? Good for him, right?”

“For shore… Y’know who ah really wanna see, though?”

“Who?” Scootaloo leaned in.

“Twist. Ah don’t see her ‘round town all thet often, an’ we ain’t talked since graduation.”

“Oh wow, I had almost forgotten about Twist! How is she?” Sweetie Belle perked up, remembering their friend suddenly.

“Rumor has it she and her mom opened a second store in Trottingham…”

“Yeh. That might explain why ah don’ see her all that much… She prolly runs that store most o’ the time. Ah wonder iffen that’s why she ain’t here…”

“Why who isn’t here?” Sweetie Belle whirled around at the new voice, wondering who in the hoof could have possibly snuck up on the three of them so quietly.

“Twist?” She gasped, blinking at the mare standing before them. Gone were the awkward, massive glasses that had previously sat on the young mare’s muzzle, and her mane had lost that obnoxious curliness to it. Her tone of voice was no longer stuffy or nasally… Instead, it was smooth and clear as a bell, easy to understand and actually rather husky. She now had a well-built, attractive body, all the more accentuated by her wavy, styled mane and straight tail.

“Holy shit, you got hot.” Scootaloo quipped. “Ow!” She rubbed her arm as Applebloom punched her with a scowl, but Twist just smiled and laughed it off.

“Well, thank you, I suppose.” She chuckled, shaking her head slightly. In the low lighting of the convention hall, Sweetie Belle was able to see that she still wore a pair of glasses, but the slender frames were hardly visible. Instead, they just held the lenses in front of her eyes, and were completely unobtrusive. Scootaloo, in her infinite and blunt wisdom, had actually hit the nail on the head. Twist had turned from an awkward young filly into a beautifully-grown mare in five short years. “It’s good to see you three again.”

“It’s good to see you, too, Twist.” Sweetie Belle stepped forward to wrap the mare in a kind hug, smiling warmly. She smelled faintly of peppermint…

“I honestly just wanted to say something really quick, then I’ll be out of your manes…” Twist said, pulling back. She wore the cutest little blush on her cheeks as she looked between the three of them. “I wasn’t very popular, or even very normal back in school… A lot of the other fillies picked on me, not just Diamond Tiara and Silver Spoon… But you three were always really nice to me, no matter what. You were to everypony, though, so I guess the point is kind of moot… But, well, I just wanted to say thank you.” She lifted her head, smiling the most beautiful, serene smile Sweetie Belle had ever seen. “For everything. You really helped me out… Probably more than you know.”

“Aww, Twist… C’mere.” The four mares joined together in a hug once more, smiling warmly at Twist. “It’s good to see you again. I honestly hadn’t expected you to change so drastically. I was looking for that same, stuffy, nerdy little filly… I hadn’t expected you to be so…” They drew back, letting Sweetie Belle’s gaze slide over the delicate curves of Twist’s body. “Grown.”

“Well, you three aren’t looking too bad yourselves,” Twist grinned at them, letting her eyes pointedly slide over their bodies. She lingered on Applebloom for quite some time before moving on. “I… Gosh, this is going to sound so silly… But I made you three a gift…”

“Ooh! Really?!” Scootaloo perked up, looking awfully excited at the prospect of receiving something.

“Yeah… C’mon, it’s over here…” She nodded towards a far-set table, where a small, boxy shadow could be seen. As she led the other three towards it, Sweetie Belle saw it was, indeed, a small wrapped box. Unceremoniously, Scootaloo set in on the wrapping paper, ripping it off with her hooves. She had a sort of girlish exuberance about her, though, that the other three couldn’t just help but chuckle and smile at. When the package was uncovered, he turned with it, a wide smile on her face.

“It’s candy!” She exclaimed, smiling at her friends.

“Oh wow… Look at that…” Applebloom muttered. “That looks really good…”

“Uh huhn. Bonbon and I worked really hard at making the new store in Trottingham work, and that’s where I’ve been spending most of my time. I researched, developed, and perfected the recipe myself. These aren’t available for sale yet, but I can guarantee that they are some of the most delicious candies you’ll ever taste.” She smiled, gesturing at the box before them. “Go ahead, try them!” Sweetie Belle gingerly lifted one of the thin peppermint sticks out of the box, inspecting the perfect red-and-white swirls, the smooth ends, completely devoid of any flaw. This was a perfect shaft of candy delight, and as soon as she bit into it, the taste erupted on her tongue. The three friends all shared shocked expressions as they tasted the first bit of candy.

“Oh, sweet Luna, these are amazing.” Scootaloo mumbled softly, letting her eyes roll back in her head.

“Hehe. Thanks. I worked two whole years on them, getting everything juuuuust right… Oop, you don’t wanna eat more than one, though.” She smoothly took the box from Scootaloo, replacing the lid. “They’re kind of hard to make… So you want to make them last.” She blushed a little, setting the box back on the table.

“I can see why… Holy crap, this is amazing.” Applebloom chimed in, groaning as she took a second bite of her own peppermint stick.

“I agree… These are almost too good… I feel guilty eating just one.”

“Well, I wanted to thank you three properly… You guys were probably my closest friends through High School.”

“Aww… C’mere,” Sweetie Belle drew the blushing pony into a third hug, pressing tight. She took a moment to inhale the light scent of peppermint on the mare’s coat, hoping the gesture wasn’t noticed or unappreciated. If anything, the blush on Twist’s cheeks had deepened, but she didn’t protest. Scootaloo and Applebloom followed suit, the four of them grinning.

“Ooh… That was amazing.” Scootaloo finished her candy off at the same time as the other two, the three of them smiling amongst one another. Was it just her, or was the convention hall a little stuffy and warm now? How late had it gotten, anyways? Sweetie Belle peered out of a nearby window, noting that it was dark outside. They had probably been here close to two and a half hours already… Things were quieting down, and ponies were leaving left and right.

“I think I need a breath of fresh air…” Sweetie Belle muttered, feeling warmth wash over her body… It was REALLY stuffy in here… Why had she not noticed it previously?

“Eer… I don’t wanna seem rude or anything,” Twist muttered. “But… I know a good place to get some drinks if you three wanna go out?”

“Thet sounds amazin’, Twist. Ah bet ah cin drink more’n you, though.”

“Haha, hardly, Applebloom. You forget I’m an earth pony, too. C’mon.” Twist led the three of them out of the stuffy convention hall and into the warm night. Too warm for Sweetie Belle’s tastes… She felt herself break out in a flop sweat, even as her head started to swim. She had drank plenty of water in preparation for the heavy drinking this night, right? Yeah, she drank about four glasses at Rarity’s after tea… Why did she feel dehydrated, then? Panting slightly, she fell behind the other three, trying to wrap her head around what was happening…

“Belle? Hey, you okay?” Scootaloo was at her side, nuzzling her neck worriedly. “You don’t look alright…”

“I’m… I don’t know…” Sweetie Belle muttered, leaning against Scootaloo heavily. “I feel really hot…”

“Well, it is a warm night… I’m pretty hot, too, but I’m not sweating like you are… Woah…” Scootaloo slumped a little, wobbling under Sweetie Belle’s weight for a moment. “That was one helluva head rush…”

“Alrigh’, you two… Ah know you cain’t handle a whole lotta liquor, but ah was expectin’ to at least have some drinkin’ buddies tonight. Don’ go getting’ all loopy on me now.” Applebloom fell back to help her friends, but stopped two steps away. “Urgh…” She groaned. Simultaneously, the three of them collapsed, vision suddenly gone dark…

The last thing Sweetie Belle saw was Twist, her lips pulled into a devious, sultry grin.

“Hnn…” Pleasure. That was the first thing that ran through Sweetie Belle’s mind. Somehow, some way, she was feeling pleasure… The second thing was warmth. Not the oppressive, stuffy warmth from earlier… This was a comforting, gentle sort of heat. Like nuzzling closer to somepony sharing your bed during a cold morning. The third thing, and the most final, was that she was tied up… Weak muscles flexed against her binds, and a sort of panic began to well up in her chest…

Realization. It set in instantly. Her eyes snapped open, her neck craning to look down between her thighs. She was stretched out on her back, her forelegs tied above her head. There was some sort of device strapped onto her head, too, the straps slightly uncomfortable on her skin.

“H-hey… ‘Th fah…” She mumbled, her head fuzzy and her speech slurred slightly. Between her legs, Twist’s head slowly rose up, her hair cascading over her features as she smiled up at Sweetie Belle.

“You’re up. That was quick.” She panted, her hot breath pulsing out against the apex of Sweetie Belle’s pleasure. That caused the white unicorn to shudder, her back arching a little.

“What are you…”

“Shh.” Twist’s hoof rose, pressing against Sweetie Belle’s lips smoothly. “Relax… I wanted to pay you three back for being so kind to me…” She mused quietly, her lips pressing into the soft fur on Sweetie Belle’s stomach. The gentle touch sent a wave of cool relief through her, quickly replaced by more hot anxiety. “I’m sorry for the extreme measures, but I know if I asked you three, you’d likely pounce on me before I got to show you how much I appreciate you…” Well she was right on that front. Though right now, Sweetie Belle wanted to pounce on her for other reasons.

“Where’s Bloom? And Scootaloo?” Sweetie Belle groaned, rolling her eyes around to try and see what was on her head… These straps were getting uncomfortable.

“Look around, Belle.” Twist muttered, kissing the unicorn’s stomach once more. Despite the fresh wave of cool delight washing through her, she heeded the red-maned pony’s words and looked around. Immediately to her right was Applebloom, tied up in much the same fashion. Scootaloo was on her left, her wings tied down to her back.

“What are you doing…?” Sweetie Belle muttered quietly. She was beginning to return to lucidity, her thoughts less fuzzy now.

“I told you…” Twist muttered. Sweetie Belle gasped as another pulse of pure pleasure shot through her, making her jump and strain against the bonds. Twist emerged from between her thighs once more, her tongue glistening with more than just saliva. “I wanted to thank you. I can’t do that if you three are gonna team up on me.” Twist leaned back in, groaning as her tongue pressed against Sweetie Belle’s twitching marehood once more. This time, it was very obvious what she was doing… The long, purposeful lick made Sweetie Belle shudder, her body trembling helplessly. Her mind scrambled to think what it was that could have put her in such a state…

“The candy…” She groaned softly, letting her head fall back to the floor.

“That’s right, Belle…” Twist muttered quietly. “You see… None of you realized the most important thing about me…” She slowly rose to her hooves, turning around smoothly. Sweetie Belle lifted her head, looking at the slender curves of Twist’s flanks… Her eyes rested on the young, cream-colored mare’s cutie mark… Two peppermint sticks, joined to look like a heart.

A heart.

“You see… My special talent isn’t just making peppermint sticks…” She muttered, turning once more so she could slowly straddle Sweetie Belle. “It’s making aphrodisiacs.” When Twist kissed her, the taste was indescribable… Peppermint mixed with musky, lingering arousal, flesh and saliva and wetness all mingled into one… Sweetie Belle wanted more, she wanted to taste Twist’s tongue for hours. She oozed more wetness from her marehood, helplessly squirming. Twist gingerly slid a hoof behind Sweetie Belle’s head, throwing the catch as she pulled away from the kiss.

“H-hey…” Sweetie Belle protested, lurching forward in hopes of capturing Twist’s lips once more.

“Aah… Now that I see you’re gonna play along and not turn me in to the authorities, I can take this off.” Her teeth clenched something close to Sweetie Belle’s horn, and she felt the straps slide over her skin, leaving her relieved at the absence. Twist held in her mouth some disturbing-looking thing, the fabric glowing softly in the low lighting of wherever it was they were… By the looks of it, some bedroom somewhere… She spat the fabric out with a smile, advancing on Sweetie Belle once more. “Just to lock away your magic… Trying to take on a unicorn without some magic yourself is a tough task… Trust me, I learned the hard way with Snips.” She leaned back in for another kiss, her tongue still carrying the delightful mix of juices… Sweetie Belle groaned into her lips, savoring the musky, arousing taste.

“Are you going to cooperate, then?” Twist asked, breaking the kiss with a husky breath. “No magic?”

“Aahn… Yessss…” Sweetie Belle murmured, writhing underneath her… The warmth had returned in force, and was radiating through her body intensely. “Please…” She murmured, lifting her hips eagerly.

“Hmm? Oh, right… I do owe you a thanks, don’t I?” Twist smiled deviously, pressing against Sweetie Belle’s lips once more before she pulled away and settled her face inbetween the white unicorn’s haunches. A hot breath pulsed straight against Sweetie Belle’s marehood, making her inhale sharply before Twist’s tongue re-introduced itself with force. She felt her lips peel apart, granting the slippery appendage access to her twitching depths. Despite her agreement to not use magic, Sweetie Belle was still restrained… Oh how she wanted to run her hooves through that fiery red mane, stroke it even as she felt the fires rage within her body. Twist’s tongue slid in and out of her slowly, pressing into sensitive areas of her walls, and making her wetter than she felt like she had ever been before.

“Hmmn… Belle…?” Scootaloo stirred next to her, the pegasus’ pink eyes fluttering open as she awoke. “Belle, the fuck…? Are we…”

“Aahn!” Sweetie Belle cried out as Twist flicked her swollen clitoris, making her shudder for a moment before settling back into the same pulsing, pounding pleasure.

“Issat… Twist? The hell’s going on?”

“Hmm… Mwah!” Twist gave Sweetie Belle’s clitoris a passionate kiss before pulling away, her lips glistening with Sweetie Belle’s juices. “Good morning, Scootaloo. Don’t fret, I’ll get around to you in a moment…” She smiled deviously before setting back in on Sweetie Belle’s marehood, licking and lapping much more sloppily now. Sweetie Belle reacted in kind, gasping and squirming on the floor of the bedroom.

“Belle, is she…”

“She’s gonna make me cum!” Sweetie Belle cried, her eyes clenched shut. The fires were raging unchecked through her, stoked by the stirring of Twist’s tongue inside of her. She was going to burn up from the inside out if this continued…

“What the hay…” Applebloom came around, spotting Sweetie Belle’s pleasured expression the second the unicorn let it all go. Her high-pitched scream pierced through everyone’s ears, just as the raging fires consumed her completely…

Bliss.

Pure, undiluted, simple, sweet bliss… The fires died under a wave of cool relief and pleasure, the latter of which caused Sweetie Belle to twitch and drool helplessly on the floor. She grunted and shuddered and moaned, her open mouth drooling under the intense feelings rushing through her.

“Oh… So that’s how it is…” Applebloom muttered, squirming a little next to her. “Y’all just gonna drug us, tie us up, and use us fer… Whatever you want.” Sweetie Belle’s chest heaved as she recuperated from the orgasm. Twist’s head emerged from between her thighs once more, this time her lips dripping with copious amounts of arousal and saliva. She grinned at Applebloom, her eyes flickering to Sweetie Belle momentarily.

“I just wanted to pay you three back properly… I knew if I’d have asked you what I had in mind, you’d have agreed, but I would have gotten pounced on in an instant. Forgive me my methods, but this is how I wanted to repay you three for your kindness. Relax, and I’ll show each of you a good time.”

“Do it…” Sweetie Belle murmured. Applebloom went from scowling at Twist to staring incredulously at her unicorn friend in an instant. “She… Just wants to make us… Ngh… Cum a lot…” Sweetie Belle writhed again, the warmth slowly returning… It wasn’t the raging fire that it had been just a few moments ago, but it was present. Tangible. Applebloom looked like she was on the edge, but Sweetie Belle’s expression swayed her.

“Fine. But Twist ain’t gonna make me cum not-a-once. Ah’m an earth pony, and these two here can tell yeh, I don’t cum easy.” She scowled down at Twist once more, but was quickly assaulted with a wet, passionate kiss. With how much Sweetie Belle had just came, it was probably extremely musky, and highly delicious. When Twist pulled away, Applebloom was blushing furiously. “Ah shit…” She groaned, closing her eyes and letting her head fall back. “Ah’m fucked…”

“Hehe… Glad to hear it.” Twist kissed her way down Applebloom’s front, and the way the full-bodied mare rose up, Sweetie Belle had to guess those kisses felt incredible. “Oh! I almost forgot… I can untie you three, but only if you agree to not do anything. This is me paying you back, not you pleasuring me.”

“F-fine…” Scootaloo muttered. With the looks that she had been giving Twist, the pegasus seemed intent on payback. But the way her thighs squirmed together, she was looking forward to being on the receiving end, as well… Twist continued to kiss up and down Applebloom’s chest and stomach, all the while her hooves worked at undoing the knots she had made earlier. Once the bonds were loose, Applebloom sagged even further onto the floor, groaning as Twist moved on to the main course.

“Fa… Fahk, she’s good at this…” Applebloom grunted, her stomach twitching as Twist went to town. Even from where she lay, Sweetie Belle could hear the soft, lapping sounds of cunnilingus. It didn’t take long at all for Twist to break Applebloom down, to tear the strong and hearty earth pony from the plane of reality and into an entirely new one, full of wetness and pleasure. Applebloom’s orgasm was quieter than Sweetie Belle’s but almost twice as wet. The floor beneath her sported a wide, dark puddle, and the coat on Twist’s neck was matted with liquid as she pulled away, smiling.

“I knew you’d give in. Now, c’mere Scootaloo.” The orange pegasus readily spread her legs for Twist, her cheeks flushed as the cream-colored mare made her way inbetween her thighs. Sweetie Belle, still reeling from her own orgasm, was more than content to lay back and watch Scootaloo as Twist set in. The orange pegasus was much more vocal in her ministrations, and when Twist ruthlessly brought her to orgasm, she screamed just as loud as Sweetie Belle had. By then, Sweetie was antsy again, her thighs squirming together, her hooves pulling at the binds.

“I’m not done yet.” Twist panted, her lips dripping wetness as she worked at freeing Sweetie Belle. “One more thing… And I promise you’re gonna love it…”

“Ah’ve been drugged, tied up, forced to cum, and watched mah two friends go through the same… And ah loved it all… Ah’m down fer anything at this point.” Applebloom groaned, slowly rising to her hooves. Sweetie Belle did the same, just as Scootaloo was freed from her own binds. Twist smiled and disappeared from the low-lit bedroom, leaving the three of them behind.

“D’you think she’s legit…?” Scootaloo panted, slowly coming to.

“Yeah… I think she’s just trying to pay us back… I mean, let’s face it… We were the only ones who were nice to her in school…” Sweetie Belle felt hot once more, her chest rising and falling as she took deep breaths to try and calm herself. Whatever had been in those peppermint sticks was potent… The effect wasn’t as bad as it had been when they left the convention hall, but her head was still rather fuzzy…

“Whatever it is, it’s good… I wonder iffen she can make me do that again.” Applebloom sighed, running a hoof over her soaked marehood. “Ah ain’t squirted like that since our last vacation.”

“That poor hotel room…”

“Where is she?” Sweetie Belle panted, squirming her thighs together more forcefully. She was incredibly horny in that moment. “Oh thank Celestia…” Twist entered the room once more, smiling at all of them as she set another box, similar to the one with the peppermint sticks on the ground.

“What’s in there?” Scootaloo asked hesitantly. Sweetie Belle didn’t care. She needed to get off. This aphrodisiac was crippling her sense of reason.

“Something I promise you’re going to love. Turn around.” Twist said to Sweetie Belle. The white unicorn readily exposed her backside to Twist, flicking her tail out of the way to expose wet, glistening lips, pulsing in time with the flexing of her core muscles.

“More mints?” Applebloom muttered off to the side.

“Mmhmm. But you don’t eat these ones.” Twist’s hoof-falls sounded closer, stopping just behind Sweetie Belle’s exposed rear. “Let me show you where to put it…”

“Is that…”

“Augh!” Sweetie Belle tensed up as the pressure built on an area she would just as soon not have felt. “D-don’t put that in my a… Ass!” She whimpered, her knees shaking.

“Shh. Relax.” Twist stroked her side soothingly, still holding the small, bulbous peppermint against her back door. “Just this small thing. I promise, you’re going to love it. Pip certainly did.”

“Oh my gosh… Belle, let her do it… Ah’m gettin’ wet jes’ watchin’ this…” Applebloom groaned, her eyes fixated on the display.

“Do it, Twist… I want to see this…” Scootaloo panted. Sweetie Belle had no choice. With a soft sigh, she relaxed, and felt Twist push it in… Her rosebud opened to the intruding mint, the brief flash of discomfort and pain making her grit her teeth. She didn’t flex again until it was inside, where it slowly began to fade… It was dissolving, turning into a fine, silky substance inside of her. She groaned and relaxed, feeling… Feeling something begin to well up inside of her…

“Girls, I don’t… I don’t know if… OOH! GUH!” Sweetie Belle collapsed onto the floor of the bedroom, pleasure ripping her completely asunder. Shuddering and twitching, Sweetie Belle was subject to some of the most intense orgasmic feelings she had ever felt in her entire life. Her mind devolved into a more primal state, her thoughts obsessed with each easy orgasm after another, with giving and receiving, taking and getting in equal measure.

She couldn’t possibly have counted the number of orgasms she had. None of them could. When morning dawned, it’s light slowly slid in through the windows, washing over the form of four sleeping ponies, each of them curled close to one another. On the floor, an empty box of mints lay in the golden glow of daylight.

-------- Notes from the Author --------

This chapter took me by surprise… It originally was one of the first requests that I said to myself ‘ah fuck. I really don’t wanna write this one…’ But, surprisingly enough, this one came from behind and surprised me. As I’m sure you all are surprised as well…

The clop bits really aren’t that heavy in this chapter as they have been in others. This is due partially to the amount of time it took for me to write this, and mostly to the fact that the last two nights at work have been legitimately busy.

Oh, and I’ve kind of been working on other things… I’ve actually got 4 projects I’m working on at the moment.

Melody’s Tale

Tarnished Silver

Archmage

And the requests.

I find I actually write better when I can choose amongst one thing or another to write, and it helps me to draw inspiration from multiple sources as well. For instance, if I get hung up on a request (Like I kind of did with this one) I can go work on something else, like a chapter for Archmage, or Tarnished Silver. By the time I’m done with that, I find I’m able to return to whatever it was that I was working on originally. That’s what helped me get through so many requests in The Lost Chapters.

The downside to this is it’s a sporadic effect. Sometimes I’ll go a week or so without uploading a request, but others I’ll do two or three in a night. My apologies to any requestees who may be reading this, as it means I can’t give you a definitive timeframe for completion. Just know that I’m determined to do them all.

I love my readers too much to deny them their requests ^.^

What are these other projects I mentioned? Well, go check out my most recent blog for more info. It’s all there. And if it isn’t there, it will be made clear soon enough.

Flight Lesson

Lily (OC) x Rainbow Dash x those three bastards who made fun of Dash (I forget their names)

Thanks to Epoch Win for the request!

This chapter will contained humanized clop, along with an OC from my own original story

Categories: A Different Kind of Love, Revenge, Lily/Liliana, Rainbow Dash

Warnings:

“Flight Lesson”

~-~-~-~

“Are you sure you want me to visit Cloudsdale?” Lily asked, arching her eyebrow. Rainbow Dash bounced on the balls of her feet, nodding energetically.

“Yup! I’ve got something planned, and I need your help with it.” Lily narrowed her eyes as if she were expecting something else, but Dash didn’t share. They stood opposite one another, one of them suspicious, the other just smiling.

“Are you… Going to tell me what it is you have planned?” Lily finally asked. Dash grinned and shook her head.

“Nope. Just show up. I promise you, it’s right up your alley.”

“Dash… You DO know I’m a whore, right? I doubt anything having to do with flying is ‘up my alley.’ Let alone inside my price range.”

“Oh, shut up and come with me to Cloudsdale.” Dash rolled her eyes and slapped Lily’s arm. Lily sighed and rubbed the spot, feeling apprehensive nevertheless.

“Fine. As a favor to a friend. But give me a day or two? You know I can’t just fly there. I’d pass out halfway. I’ll probably take the train to Appleoosa and fly from there.”

“Awesome! Can you make it by tomorrow?” Dash jumped up excitedly, flapping once or twice before settling back on her toes. She beamed, her lips split in a wide grin. Whatever it was she had planned, Lily had no doubt in her mind that it was mischievous… Possibly even illegal.

“I’ll see what I can do. I gotta go, Dash. See you tomorrow. If not, I can at least make it to Appleoosa by tomorrow.” Lily wrapped the happy avian in a quick hug before slipping back inside Maggie’s. Her friend, mentor, and boss was waiting for her, arms crossed.

“What was that all about?” She asked gruffly. Whenever Rainbow Dash was around, trouble usually followed her. Maggie was right to be wary of the avian’s unexpected arrival.

“She wants me to go to Cloudsdale tomorrow… She didn’t say why, only that it was important to her.” Lily sighed and rubbed her eyes. For as late as it was, she was surprised Dash came by at all. What was the avian doing in Canterlot this time of night?

“Hmm. You going to go?”

“I think so. Dash is a friend, after all…”

“Welp. Your choice.” Maggie gave Lily a quick hug before pulling away. “I’m not gonna stop you. Have fun.”

“Thanks.” Lily muttered. She looked down at the sparse group of people in the lounge, wondering if it would even be worth it to try and get another customer tonight… There were hardly five of them left. Sighing, she gave up for the night and decided to go to sleep… She was going to have a long day tomorrow.

“Hey there sexy.” Dash swooped in from nowhere, flapping to pull up next to Lily. “Glad you could make it. Have a nice trip?” Lily was panting, lathered in sweat, and already halfway exhausted. Flying from Appleoosa to Cloudsdale was a challenge for an out-of-shape avian such as herself. At least, this form was out of shape. Lily, being a changeling, could shift into any form she wanted to take. Magi, avian, human, nothing was out of her reach. Her physical disposition when she shifted, though, was a different story entirely. Whenever she neglected one form or another, she tended to become weak. As it were, no one wanted to make love to a whip-tight, flat-chested avian, and Lily had very little reason to fly around anyways. For the past six months or so, she hadn’t once shifted into the Avian named Dancer.

In short, she was out of shape.

“Fuh… I need to sit…” Lily panted, her wings slowly becoming less and less coordinated.

“Over here.” Dash took her arm, guiding her over to the nearest cloud. With a loud groan, Lily collapsed onto it, sprawling out to let her muscles recuperate from the grueling flight. “I forgot you’re probably not fit to fly… Sorry, Lily.” Dash muttered, rubbing the back of her neck.

“’S fine…” Lily groaned, waving a hand nonchalantly. “I’ll live…”

“Heh. Anywho.” Dash flopped down next to her. “Lemme tell you what I have planned.” Lily continued to breathe deep and hard, but she listened intently to Dash. “There were these three guys who gave me a really tough time when I was a kid in flight school. Calling me names, bullying me, all that jazz… Then get this. A little while ago, I win the best young flyer competition. Suddenly they start kissing ass, trying to be my friend, even when they gave me shit just earlier that day. Well, Karma’s a bitch and Dash is her name, so I want to get some good old-fashioned revenge on them.”

“And how…” Lily groaned, slowly raising herself up. “Does a changeling whore factor into your plans for revenge?”

“Well, we can’t kill them or beat them up… But there aren’t any laws saying we can’t fuck their brains out, right? So here’s the plan. I want to invite them out, saying ‘oh we’re gonna bury the hatchet’ and be friendly and smiling and all that… They, being the stupid pricks they are, will agree. Then you and I jump them, fuck them senseless, and leave them lying in a puddle of spit and semen.”

Lily had to admit, she was beginning to like this plan.

“Alright, Dash.” Lily nodded. “I’m in. Just as long as I don’t have to out-fly them, all should be well.” She smiled as Dash gave a girlish squeal of delight, jumping up and down for a few moments before hauling Lily to her feet and giving her a crushing hug. It was followed by a strength-robbing kiss, and the feel of Dash’s rock-hard body against her own was not unwanted. When Lily was finally released, she sagged visibly, her knees weak.

“I am REALLY out of shape…” She panted.

“Haha. Come on, we’ll do this at my place.” Dash gave Lily’s rump a firm smack, making her jump with a soft yelp of surprise. Blushing slightly, Lily followed Dash the rest of the way into Cloudsdale, thankful the flighty avian decided to slow down just so she could keep up. By the time they arrived, Lily was halfway exhausted once more.

“I gotta lay down.” She panted, slipping into the front door. Sweat ran down her body in rivulets, and her chest rose and fell rapidly.

“Sheesh… You gonna be okay?” Dash teased, giving her shoulder a soft rub.

“Water and a shower. I’ll be good.” This wasn’t quite as tired as she had been for one customer in particular… Lily grinned at Dash before excusing herself to the bathroom. “Mind if I help myself?”

“Only if you don’t mind me joining you.” Dash followed her to the shower, and together, they stripped bare. Lily smiled and teased as best she could, but mostly just enjoyed the feeling of washing the sweat and exertion from her body. She and Dash kissed now and then, but they had a mission. And that mission required both of them to be in tip-top shape. Dash was done first, leaving Lily to freshen up more while she went to lure their targets back to her place.

“I’ll be back in about an hour. Maybe less. Are you going to be ready?” She asked. Lily nodded, despite the burning in her muscles. “Alright. Water in the kitchen, and you can have any one of those energy bars. They usually help me out when I need it most.”

“Thanks.” Dash went off, leaving Lily alone in her home. She enjoyed the shower for a few more minutes before exiting and drying herself off. Despite the morning of rough exertion, Lily felt surprisingly refreshed. Her muscles ached, but it was a reassuring kind of ache. Like the kind one got from a strenuous workout. Now, as she pulled her clothes back on, she was in the mood for a cool glass of water and maybe a small bite to eat. She retrieved both, and sat on Dash’s couch, waiting.

True to her word, Rainbow Dash returned within the hour. By then, Lily had drank two glasses of water, and was feeling surprisingly recharged. Maybe she should have worked out more. Thankfully, she heard them approaching before they arrived, and when they pushed through the front door, Lily was waiting.

Dash spun around and grabbed two of the men with her, leaving the third open. With a joyous cry of an ambush well-prepared, Lily sprang on him. Wrapping her legs around his waist, she assaulted one of the three rather large and stocky avian, her weight driving him back against the wall.

“What the-?!”

“Shut up.” Lily grinned as she pinned the larger man to the wall firmly. Her forearm pressed into his throat, her hips pinned against his. “And fucking kiss me.”

“Hmm-!” He grunted as she mashed her lips against his, her hips roughly grinding against his. Invariably, she felt his desire rise, pressing against her pubis through the few layers of fabric they were wearing. Judging by the sounds of hot panting and groans coming from nearby, Dash was meeting with her own brand of success. No more playing around, this was happening for real… Lily pulled away to strip her top off, her flat chest bared to the buff, stocky avian. His long bangs hid his eyes, but she could tell they were trailing up and down the slight, toned curves of her stomach and hips. She smiled and ran a hand down his front, purposefully rubbing his cock through the front of his jeans.

“Aah, hey-“ He started to protest, but as Lily pushed against it more firmly, he groaned and arched his back.

“No complaints.” She teased, leaning in to bite at his neck. Judging by the way he inhaled sharply, she hit a sensitive spot.

“Bed.” Dash panted from nearby, her own top shed in the exchange. “Now.”

“Let’s go.” Lily grasped a fistful of the brute’s shirt, tugging him away from the wall. Despite being close to twice her size, the large avian stumbled as she pulled him down the short hall and into Dash’s bedroom. She hadn’t noticed it before, but Rainbow Dash had gone in for a larger bed. All five of them could easily fit upon it now, as opposed to maybe three. Lily grinned as she shoved the big guy back towards the bed. He stumbled a little, but as soon as the back of his knees hit the edge, he fell onto his rear. His two friends followed after shortly, all three of them sitting facing two very assertive and very sexy women.

“Wh… What’s goin’ on?” One of them muttered, his shorts tented at the front.

“Just some good, old-fashioned payback.” Dash grinned at them, her fingers peeling her pants down and off. Lily followed suit, both of them now completely nude before the three men. Despite their large stature and obvious muscle advantage, none of them moved. They were possibly stunned. But whatever it was, Lily wasn’t going to let it pass. She and Dash moved forward, their fingers finding the button on the front of the outside men’s pants. Rough and fast, they stripped their pants off, exposing three twitching, massive erections. Dash and Lily wasted no time in opening their mouths and setting to work.

Lily could tell right away these three stood no chance. While Lily and Dash worked on the outside one, their hands joined together to massage and stroke the one in the middle. Saliva and moans came in abundance, each party groaning and moaning as the two women worked their magic. What Lily had in talent and technique, Dash had in exuberance and speed. Nevertheless, both men came at the same time, grunting as their seed filled two mouths. Lily and Dash swallowed it all, meeting in the middle for a whimpering, sloppy kiss. They drooled a healthy mixture of cum and saliva directly onto the one man who hadn’t quite received any oral attention yet. He groaned, even as his two friends dissolved into soft fits of panting. Lily and Dash really hadn’t taken that long to make the first two cum.

“Haah… H-hey, not s-so fast…” The man in the middle groaned. He was looking down at Lily and Dash as they made out above his throbbing cock, but all he did was elicit a devious grin from both women. “Are you… Fuck, you’re serious, aren’t you?” He moaned. Lily nodded, and Dash moved her lips in… “Hng! Aahh…” Dash immediately took all that she could, moving her lips down to the base of his throbbing member. She groaned, making his back arch, and Lily pushed the man on her right aside so she could slowly straddle his waist. While Dash sucked him long and hard, Lily swung her leg out, pushing him down onto his back.

“I can’t… I’m gonna…”

“Cum?” Lily teased, dropping her hips until her wet center slid against his stomach and the tip of his hips.

“Y-yeah…” He breathed. Dash released him with a heavy breath, and slowly guided his head upwards… Lily threw her head back, her long braid of black hair whipping out into the air. When his head spread her wet lips apart, she hastily dropped her hips, burying his entire shaft deep inside of her. The reaction she got was priceless.

“C’mere, you two.” Dash pulled the other two men together, taking up the other half of the bed. Lily moved her hips back and forth as she watched Dash start to arouse the two spent men again. Rubbing one with her hands as she licked the other, both of them were soon hard and ready once more. She straddled one and kept sucking the first, that way she could please both at the same time. Lily bucked her hips faster, intent on making this man submit so she could help with the other two.

“I’m cumming!” He grunted suddenly, his wide hips bucking beneath her. Lily rode him like an expert, countering every strong movement with a deft, agile one of her own. He kept trying to roll, but Lily would lean the opposite way, keeping him from pinning her, her hips still riding him out. With a loud gasp, his hips bucked upwards, and Lily arched her back. She felt him twitch and pulse within her, spilling stream after stream of thick, creamy cum. She smiled down at him as he finally finished, panting and groaning.

“Move over, Dash… I need another.” She crawled off of her target, leaving him panting as she approached Dash and her two.

“Aww…” The brash avian panted as she pulled her lips off of one throbbing cock, quickly to be replaced by Lily. The next two men didn’t last very long, either. Sweating already, they quickly worked up to their next orgasm. Lily and Dash were relentless, working hips and lips together to make the next two orgasms happen as close together as they could.

“Not yet.” Dash panted. She seized the opportunity immediately after one orgasm to insert his still-throbbing member back inside, keeping him hard with several insistent thrusts of her own. Moaning, the poor avian couldn’t do anything except sit underneath the two of them, subject to Dash’s expert touch. By now, the other that Lily had ridden to orgasm was aroused once more, along with the one that Lily had been sucking off. She beckoned him forth as she pushed the first inside of her, exposing her rosebud to him.

“Think you can handle me back here?” She teased, waving her hips side to side seductively. All the poor guy could do was nod stupidly as he waddled forward, stroking his thick member. Lily lifted and dropped her hips to keep her man hard while she was slowly, gingerly taken from behind. “Aahn… That’s good… If you’re lucky, you guys just might make me cum before this is all said and done…”

“Ooh, are you taking him in your ass?” Dash groaned, drawing Lily’s attention. She nodded with a teasing smile, as if to say ‘I’m doing better than you, aren’t I?’ Dash took that as a challenge, the scowl on her face betraying her intentions. Lifting her hips, she took a moment to readjust before inserting him into her rear, groaning as her head was thrown back in sheer bliss.

“Come on, boys.” Lily smiled as she pushed her hips back, taking both men deeper inside of her holes. “Show me what you got.”

“I’m in way over my head…” One of the guys groaned before settling his hands on her hips. She closed her eyes, letting the pleasure flow fast and free… She wasn’t able to move much at all, but she didn’t have to. Both men she was with started lifting and moving their hips in time, groaning and grunting as they took advantage of her. Lily handled it. She could take this. This she was used to. Her legs quivered as she was filled and voided in both her front and back, over and over, fast and rough. Sweat broke out on all of their skins, dripping down their bodies until the sheets beneath them were damp with it. Dash and her man were done, so Dash took it upon herself to kiss and lick Lily’s breasts. Moaning and shuddering, Lily came, but couldn’t stop the other two men.

“Close.” He panted, still thrusting into her ass. Lily shuddered at the breathless words, her muscles flexing to urge him on. “Cumming! I’m cumming!” With one last, exasperated grunt of fulfilled desire, both men spurted wildly up into Lily’s twitching core. Both holes were filled to the brim with stream after stream of thick cum, the sticky mess oozing out when it no longer had anywhere to go. Lily shuddered as she pulled away from both men, leaving them with flaccid members and no breath. Dash pulled her off the bed, and together, they looked down at the panting, tapped men.

“Oohh…” Lily shuddered as Dash ran her fingers over her dripping holes. The avian grinned as she raised cum-covered digits to her mouth, licking them clean.

“Hmm… Revenge tastes so sweet…”

-------- Notes from the Author --------

Not gonna lie, my heart wasn’t in this one. My apologies to Epoch Win. Apparently, awesome user names don’t guarantee amazing clop.

I don’t know why I couldn’t do this one very well… I did the same thing I always do. Come to work, drink my rockstar, and write… It just didn’t flow well. Granted, it could be because I didn’t know the name of any of these three… You know who they were, the three bastards that kept calling her “Rainbow Crash.” I didn’t really feel like researching it, and their personalities are so flat and idiotic that It’s difficult to give this chapter any backstory… I find when I don’t build into the clop with at least a little bit of story, it never turns out very well… So, this is another blemish on an otherwise prolific and long-winded career of clop writing. Not the first, and it likely won’t be the last… Again, my apologies to the requestee.

Rhythm and Tempo

Rarity and Octavia

Thanks to Blackroses169 for the request!

This chapter will be humanized non-pony clop

Categories: Human, Lesbian, Dressmaking

Warnings: None

“Rhythm and Tempo”

~-~-~-~

Rarity rubbed the bridge of her nose as she leaned back, probably the first time she had looked away from the intricate needle work for an hour. This particular dress called for an incredibly intricate embroidery job on the hem, and Rarity couldn’t very well accomplish it with magic. This took precision and focus to accomplish, so she had to use her hands. The day was late, with the long, lancing beams of sunlight cutting through the windows at a steep angle. How long had she worked on this piece? Four hours? Five? Secretly, Rarity was thankful she hadn’t heard the tinkle of the bell above the store’s door…

Leaning back in, Rarity managed to complete the last bit of embroidery in another half an hour, the entire thing tying together in such a perfect fashion… Smiling, Rarity snipped the thread and sat back, looking over her work. Not a single stitch out-of-place. Perfect. Rarity placed the dress on the display mannequin and stretched.

“Ooh,” She groaned, feeling the joints in her back pop. “I must get a better chair… This is murder on my posture.” With a sigh, Rarity began to clean her workstation, all the stray bits of thread and fabric, scissors and needles laying about… She was nearly finished when the bell to her boutique rang.

“Hello?” An airy, soft voice called out, female, late twenties… Rarity furrowed her brow and curiously peeked her head around the corner.

“Oh. Hello, darling! One moment, and I’ll be right with you!” Rarity smiled. A customer. A new face. Raven black hair and a moderate figure. It was surprising to meet someone this late in the day, and a coincidence that it was just before she closed. Rarity bustled about, using her magic to levitate items to their proper home before smoothing her blouse and entering the boutique proper. “It’s not very often I get a customer this late in the evening. How are you, dear?”

“I’m fine, thank you.” The woman smiled at Rarity, a dignified, restrained sort of smile… Rarity could tell, this woman was no farm pony’s wife. She had likely never even visited Ponyville before… “Is this… Carousel Boutique?”

“Yes it is indeed,” Rarity beamed. “I am Rarity, owner and designer. Is there anything I can help you find?” The other person smiled and offered her hand, which Rarity took daintily.

“I’m Octavia. Pleased to meet you.” Octavia was a person of restrained beauty. Her long, black hair was silken and smooth-looking. In the low light, it had a beautiful sheen to it, and the way her squared bangs framed her pixie-like face, Rarity was rather mesmerized. She could tell immediately this was a woman who was very restrained… She dressed moderately, and carried herself with a shy air. In fact, Rarity wondered if this person ever let her beauty shine at all. Even now, she crossed her hands in front of her, her shoulders slumped, her gaze almost always on the floor. Rarity thought it was a crime against fashion to let beauty, subtle or otherwise, be diminished in any form.

“Well, Octavia. What can I help you with?”

“Truth be told, I have a… Request of sorts.” Octavia muttered, glancing around at the dresses.

“A commission? I charge extra, but I get the feeling price isn’t that much of an issue…” Despite the bland appearance of Octavia’s simple slacks and dull white blouse, they were expensive… She was likely from Manehattan or Canterlot.

“I… Have a performance coming up, with a rather important solo. I’m afraid I’m going to be the centerpiece of attention for well over half of it… I… I’ve heard of your dresses from many people in Canterlot, and upon seeing some myself…” Octavia reached out to run the fabric of one such dress through her fingers. “I’d like it very much if you could create the piece for me.” She smiled softly.

“A… Solo? Musical performance?” Rarity began to connect the dots, the gears turning in her head. “Wait… Are you the Octavia? Cellist for the Grand Canterlot Symphony?” Rarity’s heart hammered in her ears as Octavia nodded solemnly, hiding behind her bangs once more. In all her years of designing dresses, many of them for important occasions and people, Rarity still found herself starstruck when famous celebrities and other notable figures made their way to her small, humble boutique.

“Goodness, darling, I’d be honored!” Rarity flustered for a bit, smiling wide as she covered her blush with a hand. “Come, come, let me get your measurements! Ooh, we should go with something bold… Yellow!”

“Eer-“

“Hmm, you have a full figure. Wide hips, I like it! We’ll accentuate them!”

“I, uh-“

“Sequins! Darling, with the brightest Amethyst! Wahahaa!” Rarity pulled Octavia up onto a platform, summoning a measuring tape forth automatically. Off to the side, a pen and paper hovered, scribbling down numbers as she started winding the tape around Octavia’s body one way or another.

“E-excuse me, I-“

“Bust, oh my, darling! A hearty Thirty-six inches!”

“I don’t think-“

“Waist, hmm… Twenty seven and… A quarter. Hips, Oh my… Thirty-eight… You’re no size six, that’s for sure… This might prove tricky.”

“S-sorry, but I-“

“Hmm? Rarity smiled up at Octavia, having been almost completely lost her attention on Octavia’s figure. Despite her meek appearance, the cellist had a surprisingly full figure. A slender waist and core, but full and wide hips… Her thighs were awfully thick as well. This would be a tricky dress. Rarity had almost lost her train of thought, the measuring tape slowly inching forward as if it were about to take the measure of Octavia’s inseam. The musician’s hands stopped it immediately, and Rarity blinked as she looked up at Octavia’s flushed face.

“I… If I may.”

“Sorry, darling.” Rarity released the tape from her magical hold, setting the pad of paper down. “I tend to get a little carried away. Go ahead.” She smiled warmly, trying to ignore the fact that she had all but molested the lead cellist for the most important symphony in Equestria.

“Eer, I tend to allow the artist do their own thing… Being a musician myself, I understand how important it is to express oneself through your work…” Octavia gently stepped down from the platform, smoothing her blouse at her hips. “So, if you’d like, do what you want with the dress. No input from me. Whatever you think best.”

“Oh.” Rarity appeared crestfallen. Half of what she did required input from the commissioner, some opinion about one nuance of the piece or another. Be it the color scheme, a bit of embroidery, where the seam lay here or there… In fact, Rarity couldn’t recall a piece that she didn’t meld her ideas with the requester’s… The exception being Rarity’s independent work, but none of those were requests…

Here, though… Octavia was requesting that she do something on her own. With no input. For a customer. Specifically.

“I… I must say, darling, you’ve put me in the spotlight…”

“I’m sorry,” Octavia muttered, rubbing her arm self-consciously. “I don’t mean to.” She looked so sad in that moment. Rarity swallowed hard, standing from her chair and taking Octavia’s hands in her own.

“Don’t worry about it, darling. One must always challenge oneself, no? When do you need the dress by?” She asked, a ghost of a smile on her face.

“I… The performance is in two weeks… Could I have you deliver it to Canterlot the day of? Would that be best?” Rarity smiled at her encouragingly.

“No problem at all, darling… I’ll have your dress finished and delivered the day of the performance.” Octavia smiled at that, moving her hand so she cupped Rarity’s inbetween her own.

“Thank you, Rarity… And, I would be honored if you would attend the performance…”

“Darling! That’s quite the offer!” Rarity was shocked. Tickets to a Canterlot Symphony could run as high as her usual commission charge. “I dare say that would cover the cost of the dress itself!”

“Oh, you misunderstand…” Octavia whimpered, blushing again. “I… I’m prone to have… Wardrobe malfunctions.” She laid her hands on her wide hips. “Trust me when I say I’ve had plenty of dressmakers, and none of them have been able to… Heh… Nail my hips.”

“Hmm… You’ve had issues with snug fits before?” Rarity said, walking a slow circle around Octavia.

“Popped seams, exposed undergarments, you name it…” Octavia admitted with a blush. “So… I’d rather have you attend the performance, just in case.”

“Perfectly understandable, dear…” Rarity stopped behind the cellist, her eyes taking in the wide, flaring curves of Octavia’s backside. She could see why the musician was a tricky fit… This dress would be a challenge indeed. “Hmm…” She leaned in, eyes narrowed as she looked over the protruding hip bone just above Octavia’s thigh.

“What are you… Looking at?” Octavia asked gently, snapping Rarity’s attention. She realized then that she had actually dropped to a knee, closely surveying the curve of Octavia’s hip from behind.

“Oh… Oh! Darling, my apologies… Work, and all.” She flustered, rubbing the back of her neck as she stood up. “I… Was trying to picture the curve…”

“Oh… For a second, I thought you were… Well… Staring at my-“

“No! Heavens no, darling! I mean, don’t get me wrong, you have a very attractive…” Rarity let the thought trail off, both of them blushing furiously at one another. She honestly hadn’t been thinking of Octavia’s posterior in any sense other than professional, but she could see how her attention could be misinterpreted. “My apologies,”

“No offense taken,”

“I mean, it is a very-“

“And, like I said, wardrobe issues in the past.”

“Right, so I wanted to make sure-“

“Did you… Get a good enough look?” Octavia’s cheeks were crimson. Rarity swallowed hard, her own flush deepening.

“I should think so, yes.”

“Because, if you need to get measurements or… Or something, I…”

“N-not necessary! I think I can do just fine!” Rarity waved her hands, taking a step back.

“Right. Sorry. Eer, do you need the date…?”

“It’ll be the seventeenth, correct?”

“Yes.”

“I’ll be there, darling. And don’t worry… On-scene repairs will be free.” Despite her embarrassment, Rarity still managed a sly wink, which made Octavia smile.

“Okay… Then… Thank you.” Octavia blushed again, taking a hesitant step backwards. “Is that everything you needed?” Rarity glanced down at the pad with the various measurements scribbled on it, still flushed a little.

“It should be. Thank you, darling. See you in two weeks.”

“Goodbye…” As Octavia smiled once more, her cheeks still tinged with the soft blush, Rarity waved back. The cellist left her store, and as soon as she was gone, Rarity flipped the sign around to ‘Closed’ and threw the lock. She collapsed into her workstation’s chair, sighing heavily.

A dress for the first-chair cellist of the Royal Canterlot Symphony… This HAS to be my best Ensemble’ yet! IT MUST! Eyes flashing, Rarity pulled out a sheet of paper and charcoal… She was inspired.

She had to create.

It took her a week to get everything perfect. Between Octavia’s commission and others that she had to work on, Rarity slept little and spoke to few people. What time she had was spent fine-tuning the dress. She normally did this for large or important projects, so her friends understood her absence, and let her be. When she was finished with the dress, though, Rarity took a full day to go over it once more, ensuring that every little detail was in place before she could call it finished.

At long last, Rarity was done, and the dress was ready for the performance. She had five days to go, so she took a short break, enough to relax and recuperate from the lack of sleep and social interaction. The only difference between this and other commissions was that nobody in Ponyville would see it… Normally, her dresses were the envy of everybody, and she displayed them proudly. But the nature of this commission required secrecy and confidentiality. Her friends were curious. Her regular customers were intrigued. Everyone wanted to know about her newest dress… But Rarity didn’t say anything to anyone. Not for this dress.

Not for Octavia.

The day before the performance, Rarity packed well, making sure the dress was both preserved and well-concealed. A small party accompanied her to the station, begging to see it, making many excuses, mostly that all of them wouldn’t be at the symphony to see the dress, to see what Rarity had planned. But Rarity simply could not risk it. She promised to return with photographs, stories, and possibly the dress itself. There were many times a requester didn’t want to keep the dress, so Rarity returned it to her store. There were perhaps a dozen such pieces acting as displays or placeholders. Sometimes, Rarity could retrofit them for new wearers… She actually rather hoped this dress would return, just so her friends and customers could see it.

Rarity arrived in Canterlot late-evening, tired from the long train ride and the past two weeks of hard work. When she checked into her hotel, she hardly had enough time to unpack the dress, iron out the wrinkles, and repair any damage from the travel before she collapsed into the warm bed and fell asleep.

When she awoke late into the next morning, Rarity felt more rested and relaxed than she had in two whole weeks. This was good, since she had travelled just yesterday, and had an important engagement that day. Her first priority was the dress. Second was her appearance. After an extended shower and primping session, Rarity was dressed in a high-class dress, sequined and simple, at least when it was compared to her creation. She wore sleeve gloves, and carried a simple purse. Using her magic, she carried the sleeve with the dress out of the hotel, into a nearby cab, and held it close all the way to the concert hall.

After a quick meeting with the stage director, Rarity was led to Octavia’s private dressing room, which was currently vacant. Rarity took a few moments to unpack the dress, set it up behind a curtain, and fret over small details… Thankfully, there was nothing wrong. When Rarity was finished setting up, the dress looked every bit as stunning as it did before she left Ponyville. Perfect.

“Yes, thank you. No, I understand. I’ll be ready in an hour. Thank you.” Rarity turned as Octavia entered the room, smiling brightly. “Oh. Rarity! Goodness, I didn’t expect you to be here already.” Octavia held a hand over her heart, smiling to herself as she looked up at Rarity standing before the drawn curtain. “Is it ready?”

“Oh yes, I should think so. Darling, you may want to sit down.” Octavia peered at her quizzically for a moment before pulling up a chair and sitting down. Rarity smiled as she grasped the curtain, slowly pulling it aside to reveal the dress.

“… Fuck me.”

Rarity turned her eyes towards the stage as the symphony went through a sound check, the low, swelling sound of a hundred instruments being checked filled the auditorium. The low chatter died down, and everything aside from the symphony fell silent. Rarity felt her heart hammer in her chest. The moment she had been waiting for was at hand. Soundcheck over, the symphony fell silent… In the breath of time before the next strain of haunting music started, a chill ran up Rarity’s spine…

It started slow. The low, thrumming sound of a cello floated outwards from the pitch-black stage, washing over the audience with it’s enchanting wail. Rarity knew what would happen next… But nobody else did. When the lights went up, and the music leapt into a faster tempo than should have been possible, the collective gasp took her by surprise.

Octavia’s dress glimmered and shined with the healthy golden glow of light on her, but more than that, the enchanted sequins inlaid into the fabric cast rays of light across the entire audience. As Octavia’s hand bobbed back and forth, guiding the bow across the strings, the glittering pinpricks of light flashed and danced in time with the music. The light slowly faded, revealing the nuances of the dress, reducing the dancing rays to pinpricks of glittering light. Octavia played impossibly fast, both of her arms moving masterfully through the cascade of notes, her head bobbing in time with the tempo.

Rarity knew the amber-colored dress so well she could pick out the tiniest details even from where she sat, and even then, the overall effect of the dress was not lost on her. She smiled wide, lost in the enchantment of the moment along with everyone else. The dress, designed to make Octavia look even more slender than she was, still hugged her full hips but didn’t accentuate them. It made her look skinny all around, the slender fall of the skirt hugging her all the way down to her calves. A slit up the side offered mobility, but whenever Octavia stood still, the magically-magnetized fabric clung tight together, hugging her every curve, accentuating and blending it all together. The layered fabric hugged her close, but wouldn’t rip or tear if she took a step, which was a natural motion that made the hips swell.

What’s more, the plunging V-neck revealed a fair amount of Octavia’s pale cleavage, the bust lifting and supporting her moderate breasts. Octavia’s flesh offset the deep amber color of the dress, all the more defined by her beautiful, raven-black hair. It hung naturally down her back, several long locks covering her front as well, but none of it on her arms. Rarity left her arms completely bare, letting her natural flesh tone and muscular structure compliment the dress, rather than the dress compliment them…

All in all, it was the most masterful piece of work she had ever accomplished. Accompanied by the music, Rarity was moved beyond speech. Beyond rational thought. She took a journey through slow and fast music, Octavia’s solo sojourn into the seldom-explored realm of solo cello arrangements guiding her through so many emotional and spiritual ups and downs. She cried. She laughed. She sighed. She felt fulfilled, inspired, unworthy, hope and despair all in equal measure.

When the last chord faded off into nothing, Rarity could count four whole seconds inbetween the last sound of music and the first smattering of hesitant claps. Slowly, it grew into full-on applause. Before long, the entire auditorium was on it’s feet, cheering and applauding the most beautiful thing any of them had seen in ages…

On stage, Rarity saw Octavia look up into the lights, her slender neck bathed in light… Before the curtain closed, Rarity saw a single tear slide down her cheek.

“Miss Rarity.” Someone tapped her arm gently, tearing her focus off of the dark curtains. She blinked several times. People were moving, talking, making for the exits. It was time for the break. Rarity blinked at the person seeking her attention, still rather shocked. “Miss Octavia requires your assistance. She needs a costume change.”

“Oh. Oh! Okay.” Rarity grabbed her things and followed the man out into the hallways, through the crowd all talking excitedly about what had just transpired, and into the backstage area. Rarity knocked respectfully on Octavia’s changing room door, and was promptly answered with a sad smile.

“Rarity. Thank you. I don’t know how to take this dress off without damaging it.”

“Of course, darling. Here, let me.” Rarity slipped inside the dressing room, following Octavia to the changing screen. She silently set in on undoing the hidden buttons and clasps used to secure the dress, and even went so far as dispelling the magnetic spell keeping the skirt held tight. All the while, Octavia trembled under her touch. “Darling? Is everything okay?” Rarity had to ask. Octavia was shaking uncontrollably.

“That was… The single most emotional experience… Of my entire career.” When Octavia turned her head around to Rarity, it was with tears in her eyes and a bright smile on her lips. “I owe it all to you, Rarity.”

“I don’t think tha- MFF!” Rarity’s eyes went wide as Octavia suddenly stepped forward, her lips pressing against Rarity’s smoothly. She stood there, wide-eyed and shocked at the new development, her heart hammering fast in her chest. Slowly, though, she melted into the embrace. Her hands went from undoing the dress to resting on Octavia’s hips, pulling the musician closer. Octavia slid her hands over Rarity’s neck, pulling her tight, their lips now sealed in a passionate embrace.

“Haah,” Rarity let out a shaky breath as the kiss ended, her heart beating fast and hard. “I… I don’t think I could ever have expected that.”

“I owe you so much, Rarity…” Octavia whimpered, her fingers tightening on the back of Rarity’s neck. “Can… Can we please continue this… After?” Rarity swallowed hard, her cheeks flushed at the not-so-subtle offer.

“I think… I would like that very much…” Octavia kissed her again suddenly, stealing Rarity’s breath, making her legs weak. The cellist smoothly slid out of the dress, letting it fall to the floor, standing before Rarity clad in nothing but her bra and panties. Oh how much Rarity would have given to continue this then and there, but a knock sounded from the door. The muffled voice sounded panicked and rushed.

“Five minutes to curtains up!”

“Shit,” Octavia pulled away with a gasp, wiping her lips free of the small bit of saliva they had accumulated. “Help me?”

“Turn around, darling.” Rarity’s hands glowed with a dense aura, her magic gripping all of the laid-out fabric in her telekinetic grip. Octavia raised her arms above her head as Rarity slid the dress on, zipping zippers and securing clasps as she went. While Rarity struggled to make the dress fit the wide-hipped Octavia, the Cellist worked on touching up her makeup and teasing her hair back into place. In two minutes, Octavia was once again dressed, albeit in a markedly less-stunning dress. It was so similar to the same one that the other symphony members wore, black and dull, straight, with next to no defining features. The designer at least had the sense to include sleeve-gloves, as the rest of the symphony members seemed to wear them. It spoke volumes about Octavia’s skill that she could play an instrument so dexterously while wearing the constrictive, slippery silk garment.

“My driver will take you to my home whenever you please. I’ll be there by midnight. Is that too long?” Octavia asked, pulling her gloves up past her elbows, settling the hem around her bicep.

“Hardly. I’ll be waiting for you.” Rarity smiled and leaned in to give Octavia another gentle kiss before they broke apart. Octavia smiled at her, a kind, warm gesture… She left the dressing room with that same smile on her face… As the door opened, Rarity heard the hustle and bustle of the backstage concert hall, and then when it shut, silence… The only sound Rarity could hear was the hammering of her heart trying to beat it’s way out of her ribcage…

So much for ‘Never get involved with a customer,’ eh, Rarity? With a meek smile, Rarity picked the dress up and re-packed it, mentally preparing herself for the night ahead…

Octavia’s home was less of a home and more of a flat… It occupied the entire top floor of a nearby apartment building… Really, walking distance. Rarity could have saved the driver the trouble of taking her through the choking Canterlot traffic and made it in maybe twice the time it took them. Even in her heels. Nevertheless, she was in awe of the modernly-furnished flat. Despite being a dress designer, Rarity had a passion for interior design as well. A secondary career choice, she had still dabbled whenever the time permitted, and had a knack for it…

Her first priority was, of course, the dress. The nearest closet she could find held the large black bag that kept the dress safe. When she closed the door behind her, she could finally relax. She had done it. Two whole weeks. She had made a masterpiece, revealed it, successfully escorted it, and most importantly, had satisfied her customer…

Well, perhaps not satisfied just yet. When Rarity opened her eyes to look at the modern flat once more, she wore a wide smile.

Octavia’s flat was actually much more well-appointed than Rarity thought it was at first glance. She looked over the leather chairs, the paintings and murals on the wall… Rarity, being as much of a socialite as one could be in a backwoods town like Ponyville, appreciated the finer things… Like abstract art, the way a room would flow, or expensive furnishings… Octavia, or at least her interior designer, had a way of making someone feel at home, even if the place wasn’t their own. The way Rarity’s hand glided over the back of the couch as she walked past felt natural. The paintings were warm or interesting, and warranted a second look as one walked past.

From the entryway, Rarity had access to the entire floor through one door or another. The first door on the left was a den of sorts, with several comfy chairs, book cases, a fireplace, and what looked to be a drink stand. The door opposite that led into a more modern living room, with a large television, entertainment system, and a fairly impressive collection of music. Octavia seemed to have wide and varied tastes… Everything from classic to modern rock ‘n roll, hip hop, rap, country, singer/songwriters, alternative, classical, and even some edgy metal bands… Unless Rarity was mistaken, there were a few dubstep CD’s stacked atop the shelf, like they hadn’t quite found their place yet. One such case was open, displaying it’s empty inside. Curiously, Rarity turned on the sound system…

The first blast of bass nearly made her jump from her skin. Scrambling, she jammed the power button… Some music just wasn’t made to be listened to, she guessed… Leaving the living room, she entered a dining room, nothing special, just a table large enough to seat eight… Connected to that was a modern-looking kitchen. Rarity didn’t bother poking through the cabinets, though the fridge appeared to be well-stocked. Across the hall from that was what Rarity guessed would be the guest bedroom… Sparsely furnished, but with warm colors, Rarity left that for later and moved on… The last three rooms along the hallway were a mystery still.

The second-to-last door on the left was the master bathroom. Rarity almost gleaned over it, but had to stop to take a second look. “My goodness…” She breathed, standing at the edge of what looked to be a massive bathtub. Why, it was large enough for someone to swim around in it! The entire bathroom, it seemed, catered to this one feature. Sure, there was a shower off in the corner somewhere, and it held all the hair care products and body wash that any woman would need… Nothing too much extra…

But this bathtub… Around it were bottles of oil, bubble bath, soaps, lotion, and so many other unlabeled bottles that Rarity couldn’t begin to put her finger on. She sniffed at one such bottle curiously, but wrinkled her nose at the acrid scent. Best not to snoop, she figured… While the night held many promises, Rarity hoped that a bath would be one of them.

Next to the massive bathroom was the bedroom… Yet another impressive display of interior design, this bedroom sported a massive bed, large enough for five people to sleep on comfortably. Against the wall closer to the bathroom was a vanity with more products and bottles, most of these along the lines of hairspray or body lotion. The thing that interested Rarity the most, though, was the balcony. With a wide expression of wonder, Rarity slipped through the sliding glass door and out onto the wide balcony. Twenty stories up, the high rise apartment building stood taller than most others around it, giving Rarity an almost unobstructed view of all the glimmering, sparkling lights of Canterlot beneath her.

The sun had gone down a few hours ago, before the performance. Now, only the white pinpricks of the stars in the sky and the golden layout of lights beneath her lit the dark mountainside… Rarity stood in awe at the beautiful display of the city, the sky, and the countryside… Rarity could stay up here for hours…

“It’s beautiful, isn’t it?” Octavia’s accented, gentle voice didn’t even scare Rarity as she slipped up to the edge of the balcony. “I always loved this view…”

“I can see why you would want to live in the city… Personally, I never liked it… But this… This is amazing.” Rarity glanced at the cellist, noting that she was wearing another simple blouse and her slacks.

“Not nearly as amazing as that dress…” Octavia muttered softly, blushing a little. Rarity didn’t know what to say that wouldn’t sound vain, so she remained quiet, turning her gaze back to the city. The silenced stretched on for only a few moments, the two of them happy to stand by one another’s side, looking out at the lights. After a while, though, Octavia broke the silence.

“I’m sorry if I was misleading when I asked you to come over…” She muttered softly. Rarity blinked and turned to look at her.

“Whatever do you mean?”

“I just… I don’t know. I get excited during performances, and I may have said something or acted brashly… More so since that dress was so beautiful and elegant and… I’m sorry. I don’t want to make the wrong impression by asking you to my home. I just… I-“

“Shh.” Rarity cut her off, stepping forward and raising her fingertips to Octavia’s lips. The cellist gasped softly, but didn’t move as Rarity smiled at her. “I see no false pretenses here, Octavia… Kiss me like you did before, and I will hold nothing against you this entire night.” Rarity could see the relief flood through Octavia’s expression at her words. Slowly, the two of them came together, their hands and arms wrapping around one another in a tangled embrace. When Octavia’s lips met hers once more, Rarity could feel the shudder run up her spine. She moaned into the other’s lips, feeling every curve of their bodies press as close as they could in that moment.

“Aah…” Octavia let out a soft breath when the kiss reluctantly came to an end, her chest rising and falling smoothly and deeply. “It’s been… A really long time since I’ve… Had someone. Forgive me if I’m a bit… Enthusiastic.”

You don’t know the half of it, dear… Rarity thought to herself as she grinned. Her lips met Octavia’s once more, this time with quite a bit more force and eagerness. Her tongue slipped out of her mouth, almost acting of it’s own volition as it slowly teased Octavia’s lips open. The cellist shuddered noticeably as Rarity’s tongue sought it’s way inside, slipping over her teeth to greet her own shy, hesitant tongue. Rarity tasted Octavia’s mouth… A fleshy, slippery, wonderful texture, a very slight taste of fruit and whatever it was she had drank last… Grape juice?

“Aahn!” Octavia pulled her mouth away with a gasp, her back arching slightly as Rarity dug her fingernails in just a little…

“Good?” Rarity teased, pulling Octavia tight against her front. Almost reluctantly, the musician nodded, her hands shaking as she slid them up Rarity’s back.

“I… Have a thing for scratching…” She murmured, her hot breath washing over Rarity’s collarbone. She shivered a little, moaning as she gave Octavia another teasing bit of pressure. Octavia gasped once more, her breath shaking with restrained pleasure. “P-please…” She groaned. Rarity loosened her grip, wondering if perhaps she had taken it too far…? “On my skin?” Not far enough. With a smile, Rarity pulled up on the fabric, un-tucking Octavia’s blouse, pulling the hem up over her sides. “Aah…” Octavia’s chest sagged as she let out a long breath, her round hips finally exposed to the chill air outside.

“Perhaps… If we’re going to disrobe soon, we ought to move inside…?” Rarity offered.

“Yeah…” Octavia panted, nodding slightly. As she pulled away, the wrinkled edge of her blouse fell, covering her skin before Rarity could get a good look at it… Not that it mattered. The way things were going now, she would likely see all of Octavia’s body… Much more than she had been able to glimpse in the changing room. Still, as she followed the seductive sway of Octavia’s wide rear, her full thighs and round hips, her imagination wandered…

“Do you… Want me to take it off now…?” Octavia murmured slightly, turning around and blushing at Rarity. Her hands hovered on the bottom button of her shirt, as if she were hesitant.

“Why don’t you let me…?” Rarity offered, taking a few shy steps forward. Octavia inhaled as if she were about to say something, but when Rarity’s fingers peeled her hands away, she couldn’t resist. With a soft sigh, she dropped her hands, letting Rarity work at the button with a dexterous, almost experienced touch… Inch by inch, the fabric parted, though Rarity couldn’t see what she was exposing. Her eyes were closed, focusing instead on the feeling, the touch…

For Rarity, putting on clothes, or more importantly, taking them off, had always been akin to a sexual experience… Slowly revealing what lay beneath, unraveling the mystery… It always had a sense of allure for her. Like unwrapping a Christmas present. She thought it a shame to quickly strip oneself bare, to remove all the layers rapidly and get right to it… It ruined the suspense, the anticipation… Previously, she had been working. Taking off Octavia’s dress hadn’t been anything special. Putting her in the new one had been rushed and felt silly… But now, when she was taking her time…

Rarity was wet enough to have soaked through her panties before she reached the last button.

“Aah…” Octavia shuddered as Rarity threw the last one, opening her blouse at the front completely. Rarity pressed close, slipping her hands under the hem of the shirt. She caressed what lay beneath, pressing close so her body was pressed tight to Octavia’s… She didn’t pull it off yet, keeping the fabric around her shoulders and her arms… She just enjoyed the feeling of bare skin under her hands, slowly caressing Octavia’s back and sides, from the edge of her ribs to the hem of her slacks…

When Octavia finally shrugged out of her blouse, the fabric smoothly cascading past her pale flesh, falling to the ground in a heap… Rarity groaned audibly. She had seen Octavia’s bra before. It hadn’t been anything special. A sturdy black piece, strapless to keep her shoulders free, four hooks and no lace. It was utilitarian. But it was what lay behind that had Rarity panting like a bitch in heat.

Octavia had a moderate bust. It wasn’t quite as large as Rarity’s own, but it was respectable. Larger than any of her friends, that much was certain. Her shaky, erratic breath made the gentle mounds of flesh rise and fall slightly, swelling against the hem of the fabric… Rarity could almost see the very edge of her areola peeking through the fabric… Just barely there… Maybe… Almost…

“Uuuhhn…” Octavia’s low, throaty moan was unlike any previous. Her voice had been light and airy until then, with a thick accent and a very dignified air… She was a proper socialite, a member of a high-class society of elite personalities. Maybe she didn’t want to be, or maybe she was forced into it, but she was part of it nevertheless. Rarity knew. Octavia knew. No proper lady would ever have made that noise.

But this wasn’t a proper scenario. And Rarity was anything but a proper lady behind bedroom doors herself. With a warm blush, Rarity slid her hands up to Octavia’s shoulders, digging her nails in and slowly, painfully dragging them down. Every muscle in Octavia’s body clenched as she pressed tighter. Rarity could feel the swell of her breasts heaving up and down as the cellist shuddered and panted. Her hot breath wafted over the fine hairs on Rarity’s neck, making her shudder and moan in return. She slid over the wide clasp of the bra before completing the motion, all the way down to the small of Octavia’s back. The scratch was hard enough to be felt, but not quite enough to leave white marks… At least, not yet…

“Please…” Octavia panted, her knees shaking as she pressed closer. “Can we… Lie down? I don’t think I can stand anymore…” Rarity nodded quickly, readily taking Octavia’s offer. Together, the two of them stretched out side-by-side on top of Octavia’s large bed. They kept enough distance to admire one another, but were easily close enough that they could embrace. Rarity hooked her ankle with Octavia’s, keeping her legs occupied while she slowly slid her hands up and down Octavia’s bare sides.

“Okay…” Rarity panted. “It’s my turn to apologize now… I… I like taking things slowly…” She whispered, leaning forward so her words made her lips brush against Octavia’s. “So forgive me if I go to slow… Feel free to, you know… Nudge me on.”

“I’ll -hnn… Try to remember that…” Octavia moaned. Rarity could tell by the way Octavia’s thighs squirmed that things were progressing perfectly fine for her. Still, Rarity craved more. Her insatiable appetite carried her fingers around to Octavia’s back, teasing the hooks of her strapless, black bra. Octavia drew a breath in, holding it as one by one, Rarity pulled the hooks free.

“Aah…” The last one popped free, releasing it’s burden. Octavia’s breath rushed out of her mouth, making Rarity close her eyes and savor the feel of it washing over her neck. She laid a hand flat inbetween Octavia’s shoulderblades, massaging her gently, relaxing her new partner with the simple, circular motion. “That feels really… Really good…” Octavia whimpered softly, her muscles slowly releasing their pent-up tension. Maybe it was because she played the cello, but Octavia’s shoulders were much more broad than an average woman’s. Her physique was still markedly feminine, though, her wide hips offsetting the firm upper body. She was remarkably attractive…

“Can you… Can you touch them?” Octavia muttered slightly, her chest rising and falling a little more rapidly now.

“I plan on it, darling…” Rarity said quietly, kissing her lips for a brief, tender moment. “I plan on touching all of you if I can…”

“That sounds nice,” Octavia panted, quickly kissing Rarity again. She groaned, making Rarity shiver with the implied meaning of that soft, throaty whimper. Rarity had had enough teasing by now. Slowly, she pulled away, her fingers hooking the bra and drawing it off of Octavia’s chest.

Her breasts were flawless.

Not a single nuance out-of-place, they were the perfect size and shape. Perky and firm, but soft to the touch. They moved when Rarity touched them, but stayed perfectly still otherwise. She was sure that rough motions would make them jump or jiggle… But laying as she was, they stayed perfectly in-place, the flesh taut, spotted with goosebumps…

“Oh my…” Rarity whispered softly, looking down at the magnificent pair of fleshy orbs. “That’s… Wow.”

“Th-thanks,” Octavia muttered, blushing furiously. Even in the dim, ambient light coming through the windows, Rarity could still see the red tinge on her cheeks. Hesitantly, her hands cupped both breasts, feeling the smooth texture underneath her touch. “Aah…” Octavia sagged down into the sheets, almost like relieving another level of stress. She stretched her arms over her head, her eyes closing from pleasure as Rarity took a little more liberty to massage, squeeze, and even pinch her skin. What’s more, each time her nails would dig in, whether intentionally or otherwise, Octavia would give the cutest, most arousing gasp or even a tiny squeal. By the time Rarity had had her fill of groping, both of them were blushing and eager for more.

“M-may I?” Octavia asked softly, her fingers rising to slide under the hem of Rarity’s own dress.

“Please…” Rarity panted, nodding eagerly. “Go right ahead.” Octavia moved a little faster than Rarity had, and perhaps a little less gracefully… Given that she had just been teased well over the edge of what any normal person could handle, though, Rarity didn’t blame her… Not to mention, she would be lying if she said she wasn’t eager to be rid of her own clothes… Octavia slid the zipper down to the small of her back slowly, her free hand following it to part the fabric from her back. Rarity groaned as the dress loosened around her chest, only the constrictive fabric of her own bra left hugging her heaving chest. She felt the tension on her breasts release just a bit, but the weight of her own physical endowment made the bra dig in just a little more…

“Wow…” Octavia said softly, her eyes very pointedly looking down to Rarity’s heaving cleavage. “I didn’t think they were… THAT big…”

“I’m… Very lucky, I guess…” Rarity groaned, her eyes slowly closing. “You can… Take it off, if you want.”

“O-okay…” Octavia blushed, her fingers pulling the shoulder straps of Rarity’s dress down her arms. Rarity shrugged out of them, feeling her dress bunch around her waist. Octavia slid her hands up Rarity’s arms, over her collarbone, down and over her sides, around to her back… She winced as the clasp pinched her a little, but soon enough, all the pain in her chest was gone. Freed from their prison, her breasts swung forward, jiggling slightly as the bra popped free, falling to the bed helplessly.

Her nipples were already hard, peppered with gooseflesh, and standing straight up. Octavia’s were the same after the teasing, which only made Rarity appreciate the sensation of freedom all the more. Her head swam wonderfully, feeling so relaxed and natural around Octavia… Whether it was their mutual appreciation for the finer things, or the natural attraction towards one another’s physique… Whatever it was, Rarity was more turned on and eager than she could ever recall in recent memory…

Apparently, so was Octavia. With a hot breath, she opened her mouth and sat up, quickly pulling a hearty portion of Rarity’s breast into her mouth. The sudden feeling of warmth and wetness, the slippery feel of Octavia’s tongue, the way she sucked just a little… It nearly made Rarity collapse. She slid her hands into Octavia’s magnificent head of raven hair, pulling the long strands tight, feeling her chest twitch with the sudden onset of warm, slippery pleasure. Octavia sucked eagerly, sending a soft tingle of pain accompanied by a whole wave of pleasure throughout all of Rarity’s body. If she was wet before, Rarity was dripping now… Her crotch ached with the desire for attention, but Rarity was perfectly happy letting herself ooze and flex for now. She was positive there would be some attention paid down there before long.

“Aah!” Rarity gasped out loud, her back arching as she felt a firm flash of pain lance into her chest.

“Sorry,” Octavia released her skin with a firm pant, her hot breath pulsing against Rarity’s chest. “I… I couldn’t help it.”

“Did… Did you just bite me?” Rarity whimpered, looking down at Octavia.

“Y-yes… I’m sorry.”

“Don’t you dare apologize.” Rarity pulled Octavia’s lips against her breast once more. “Do it again.” Octavia whimpered as her mouth opened again, moving to a different spot. She sucked a mouthful of flesh inbetween her lips, clamping her teeth down on it as she sucked. The shot of pleasure and pain in equal measure made Rarity shake atop Octavia, her entire body tingling all over.

“Ooohh,” She groaned, straight from the throat, and completely indecent. Her stomach twitched and her breathing pulsed hot and heavy through her. She wanted more. She needed more. So help her, she was going to take more if Octavia didn’t give it to her… Thankfully, though, Rarity didn’t have to worry about that. Octavia’s teeth bit into her breast again, grinding the flesh slightly before releasing the dark mark, her tongue tenderly massaging the pain away into a warm, tingling sense of pleasure.

“Darling,” Rarity panted. “I… I’m so… Hnn!” Another bite cut her off. Octavia’s hand now cupped her breast, pulling Rarity’s hard nipple into her mouth. “Aah! D-darlin-G! HNN!” Rarity fought to keep from crying out as Octavia’s mouth unleashed a storm of licks, kisses, bites, and sucking on her nipple. Each gentle movement was painful, pleasurable, made her sore, eager, and generally just turned Rarity into a big, whimpering ball of womanly flesh. She wasn’t sure when Octavia rolled on top, or when she had spread her legs so wide, but whenever it was, it happened at the perfect time.

“C-can I?” Octavia asked. Rarity had to force herself back into some semblance of consciousness as she glanced down at Octavia. The cellist had her dress bunched around her hips, her fingers hooked through the hem of her panties as well.

“Please.” Rarity whimpered, closing her eyes. “Please. Take them off.” Octavia leaned forward to kiss her stomach smoothly before her fingers began to slowly guide the fabric up and over Rarity’s hips, down her full thighs, and finally off… Rarity was now completely bare, spread open, and eager. Octavia had her whimpering like a drugged date, wetter than a rainstorm, and hotter than the brightest blaze… Rarity had never wanted satisfaction more than she did in that moment, and as Octavia’s kisses pressed into her stomach again and again, it seemed it was closer now than ever before.

Somewhere along the way, the line between kissing and cunnilingus was blurred. Octavia groaned deeply into Rarity’s shaved pubis, her lips caught somewhere between kissing and sucking as she moved ever lower… Rarity felt the tendrils of pleasure shoot into her body, wrapping around her chest and holding her breath hostage. She shuddered and gasped, her hands falling to the sheets. She twisted them into her fists, panting out loud, her tongue waggling in the air, searching for something to taste, something to lick. She had to settle for her own fingers instead. She sucked on her index finger firmly, her tongue dancing over the skin, sending shudders down her spine that clashed with the fresh waves of pleasure coursing from her center.

Octavia was insatiable. Rarity approached the first orgasm rapidly, her body shaking as she fought to even worn her, to let Octavia know how close she was getting. Not as a plea to back away, or as a request to go faster… Just to vocalize. To get it out. As she opened her mouth to speak, though, Octavia’s own mouth wrapped around her clitoris. She felt the swollen nub of nerve endings, the epicenter of her arousal, get dragged rapidly over Octavia’s teeth. With a throaty grunt completely unbecoming of a proper lady, Rarity reached orgasm.

Pure bliss.

It was like walking fifty miles through a dry desert with not a drop to drink, then jumping into a cool pool full of clear water, perfect temperature for drinking, and so wonderfully pure that it caressed her every curve, hugged her tight, and buffed away all the stress and exasperation. Rarity surrendered to the tidal waves crashing through her, let them carry her away on them, washed down the stream of heavenly release like a helpless fish caught up in something so much larger than herself.

When it was over, Octavia didn’t stop. Rarity was sore, drenched, and had lost control of her legs. But Octavia didn’t let up for an instant. Her tongue was a whip, lashing out again and again to smite Rarity’s dripping womanhood with pain and pleasure. She immediately awoke her clitoris again, attacking the poor hub of nerves ruthlessly. Rarity was completely gone by then. Her head rolled to the side, her muscles completely relaxed… She even drooled a little. But Octavia licked her still, sending wave after wave of pleasure into the helpless woman.

Only when the third and final orgasm rocked through Rarity’s body did the cellist let up. Her hair was a tangled mess, her chin dripped with feminine ejaculate, and her lips were spread in the widest, most silly grin Rarity had ever seen. Despite her completely lack of motor control, Rarity managed a helpless, meek smile.

“I don’t think I can feel my legs…”

“My tongue is numb,” Octavia countered, working her jaw. The two of them lay there, trying to return themselves to some normal state, but ultimately devolved into a helpless fit of giggles. Rarity wasn’t sure why she was laughing, or why Octavia was laughing, but they were. It was warm, loving laughter, the kind shared by someone important to you. Rarity knew she shouldn’t be feeling this way about another person, particularly after all her relationship troubles in the past. But still, she felt this way… And it was wonderful.

“Am I going to get to return the favor?” Rarity asked, smiling wide as she slid her hands up and over Octavia’s shoulders.

“Uum… Sure…” Octavia whimpered softly, blushing. “Do you want… Should I…?”

“Just roll over, darling.” Rarity smiled, pushing Octavia over onto her back, taking the dominant position. Octavia gasped softly, a gentle sound that was provocative and meaningful all at the same time. Rarity sat up, smiling down at the woman below her, at the slightly embarrassed expression, her beautiful, pale skin… She was truly beautiful. Wide hips and all. Gently, Rarity pulled at the slide-clasp on her slacks, freeing the zipper for access. With a very pointed, slow motion, she pulled the zipper down, feeling each tooth give way one by one… Octavia’s eyes closed and she laid her head back into the sheets, giving a soft groan of approval and desire. Rarity stretched out between her legs, pressing her lips into the soft skin of Octavia’s soft, flat stomach...

When she pulled, though, she was not prepared for the resistance. Her fingers couldn’t find a fit between her hips and the hem of the slacks, not even with her nails… The soft scratches made Octavia groan more, but Rarity was only growing more annoyed with her failed efforts. She frowned, gnawed on her lip, tried to pull them off, but she couldn’t get them…

“H-here…” Octavia muttered after a short while. She lifted her hips into the air, sucked her stomach in, and managed to fit her fingers inbetween the small of her back and the hem of the slacks. Rarity watched the rather alluring display as Octavia wiggled her hips, jiggling and sliding the slacks off inch by inch… When she finally got the edge of her pants over the swell of her large rear, Rarity took over, sliding the fabric down her full legs slowly.

“My goodness,” She breathed, finally removing the troublesome garment. “How do you even get into them?”

“Practice,” Octavia groaned. It sounded like a remark she wasn’t unused to hearing. “And a custom tailor here in Canterlot…”

“He’s not doing a very good job,” Rarity muttered, running the waistband of the slacks through her fingers. Despite the scenario, she found herself scrutinizing this tailor’s work. “He didn’t even measure you properly… Ugh.”

“R-right… Uum… EEP!” Octavia gasped, her thighs clamping closed as Rarity slowly ran her hand up them. The slacks fell into the rumpled sheets, completely forgotten in favor of the soft, warm embrace Rarity’s hand was currently wrapped in. Octavia’s thighs were strong, but her flesh was warm and soft. She found the embrace to actually be rather comforting… Octavia had full, thick thighs… The skin was still smooth, though, and it seemed she took good care of her legs… But they were just so… Large.

“Darling, you have possibly the most-“

“Don’t.” Octavia whimpered, her eyes closing. “I… I don’t like people talking about… My legs…”

“Octavia, dear… Hush.” Rarity smiled, her hand sliding out from between the cellist’s legs. “I was going to say you have a fanstastic figure… Powerful and full, very womanly… As a designer, I must say… I’ve never seen someone as attractive as you…” Octavia stared up at Rarity incredulously, her mouth hanging open.

“Nobody’s ever… Complimented me before. N-not on my… Legs…” Rarity felt her defenses break down, her body and mind open to Rarity’s compliment.

“Well, it’s true… I realized it while I worked on your dress. Your thighs… Simply magnificent… I swear, I could just… Oh, come here.” Rarity had wanted to do this since she had first seen Octavia’s legs. She slid down, her head buried between them eagerly. Octavia gasped as Rarity nuzzled against the inside of her thigh, her lips kissing the warm, firm flesh softly. The poor woman couldn’t help but whimper as Rarity’s hand slid under her legs, caressing her wide hips, from her belly button down to the smooth slope of her rear, all the way down to the crook of her knee.

“Aah… Rarity,” Octavia whimpered, her chest rising and falling rapidly. “I… My panties…” Rarity could smell it. The musky scent of arousal met her nose, and it seemed as if the closer she came to Octavia’s crotch, the more intense the heat was… Octavia’s hips squirmed in the sheets, her chest twitching now and then with a soft gasp. Rarity didn’t have to tease for much longer… They were far beyond the realm of simple teasing. This was full-on lovemaking now. And Rarity owed Octavia a debt. When she dug again, her nails finally found the hem of Octavia’s panties. Nevermind the fact that she practically stripped them inside out trying to pull them even that first inch, she got them off. The fresh wave of musky arousal that washed forth, the pungent smell, Rarity could have gotten drunk off of it.

With any other woman, Rarity would have found it disgusting. Debilitating, even… But with Octavia, she knew this poor woman had been stewing for almost an hour now… The scent was natural. It was heady. It was arousing… Rarity was normally very dignified when it came to lovemaking. Man or woman, she would move slow, dainty and careful… Not so right now. No… Rarity’s hunger was as insatiable as Octavia’s. With a hot breath, she dove in.

“Aah… AAHN!” Octavia cried out loud with the first assault on her dripping core. Rarity buried her nose into the small strip of soft, black hair above the open slit below, inhaling deeply as her tongue lashed out. Octavia’s entire body twitched with the sudden burst of fresh, hot juice. Rarity felt the vile liquid coat her tongue, inundate her senses with the taste, the smell, even the sound of it… Octavia’s back arched, lifting her hips, grinding Rarity’s chin and mouth deeper into her crotch.

Rarity should be disgusted.

But she could only be aroused.

Her hand shamelessly fell inbetween her own legs, sliding her fingertips over the wet folds of her own aching vagina, ignoring the soreness and the pain, focusing only on her desperate need to quench the flame in her heart. She lapped sloppily at Octavia’s center, sliding her tongue inside the panting musician, over and again, whimpering and moaning, panting when she needed breath. Her fingers plunged deep into her own core, sliding back and forth over her own g-spot in a furious attempt to pleasure herself. Octavia’s cries began to grow louder and longer, leaving the realm of proper bedroom decency and ascending into lewd. Obscene.

Needy.

“RARITY!” Octavia gasped, her entire body vibrating with the force of her scream. Rarity opened her mouth wide, accepting the fresh gush of heady liquid into her mouth. She swallowed each drop, her tongue a restless being of insatiable movement while she continually licked and slurped at Octavia’s pulsing, pink vagina. Her own contracted around her fingers, squeezing her digits tight, seizing her breath and holding it hostage as her own vicious orgasm ripped through her senses.

Rarity didn’t stop here. She ignored the tightness in her tongue, fought through the pain and soreness in her jaw… Octavia whimpered helplessly, her legs spread wide for Rarity as she felt the animalistic sense of need and desire grip her very being. Rarity attacked her pulsing core, her tongue sliding in and out fast as a man would his penis. She suckled Octavia’s clitoris, moaning into the sensitive nub of womanly desire. Over and again, Octavia cried out with her release, giving Rarity three, four, five full orgasms before she had to give up.

Panting, unable to move her jaw anymore, Rarity pulled back and collapsed into the sheets. She was sore. She was out of breath. Her jaw hurt fiercely, and her abused center ached and throbbed…

But she had never felt more fulfilled in her entire life. Before she slipped off into unconsciousness, Rarity was idly aware of a warm body pressing against her side, nuzzling into her neck, wrapping it’s arms around her. She slowly returned the embrace, her chest rising and falling in perfect rhythm with the other’s. When her eyes closed, sleep washed over her peacefully.

Rarity sighed as she returned her attention to the tricky hem, her fingers sore from sewing all day long. It was getting on into winter, with the cold days calling for more layers, more conservative styles, and more work for her. She didn’t mind… It kept her bank account full through the cold months, and allowed her to afford gifts for the holidays… But the holidays were done and gone. Rarity had drank the last of the new year’s champagne just last night, and was dreading the thought of another valentine’s day alone… Just one short week away. The very second she was about to pierce the fabric with the point of her needle, the bell above the door jingled, stopping her.

“One moment!” She called out, furrowing her brow. This hem could wait. Though she did need to finish it before she went home that day… She removed her glasses, pulled her loose hair into a ponytail, and stood up from her workstation. Still tucking loose strands into her ponytail, she waltzed through the doorway and into the store proper. “Welcome to Carousel Boutique! Where fashion is always unique, sleek, and mana- fi- fi… que?” Rarity’s typical greeting trailed off into nothing upon seeing the person standing inside the front door.

“Hello, Rarity.”

“Octavia?” She whispered softly, her heart already hammering in her ears. “Wh… What are you doing here?”

“You say that as if you’re sad to see me.” Octavia teased. Her accent, her figure, her raven hair… It was Octavia. Full-bodied, fully-formed, and fully aware that she was standing in Rarity’s store.

“I… No! No, not at all!” Rarity overcame her sudden onset shock, using her magic to flip the sign at the front of her store around to ‘closed’ before rushing into the cellist’s arms. Octavia laughed warmly as Rarity clung tight, holding herself against the long-missed cellist. “I haven’t seen you in… In five months! Darling, why haven’t you visited sooner?!”

“I was on tour,” Octavia offered meekly. “The holiday season usually means I’m travelling a lot… Holiday music is such a hassle. It’s awfully unimaginative.” Rarity pulled away, her hands riding on Octavia’s hips with a wide smile on her face.

“I can imagine. If there’s one thing I don’t like about the holidays, it’s the music. Well, that, and the cold… What… What are you doing here?! Oh, come on! We have much to catch up on!” Rarity took her hands, guiding Octavia back into her workstation. She busied herself at the small kitchenette there, setting a pot of water to boil, preparing the tea leaves…

“Darjeeling or Earl Grey?”

“You have to ask?”

“Earl it is.” She smiled back at Octavia pointedly, pulling a tin of leaves free from the solitary cupboard. “How have you been, dear?”

“Ugh, stressed…” Octavia sighed as she took a seat at Rarity’s workstation, her tone thin and indeed very fatigued. Rarity shot her a worried glance.

“Don’t worry,” Octavia waved her off with a weak smile. “I managed to make it here from Manehattan, didn’t I?”

“Manehattan?! It’s freezing there this time of year! It’s even worse than Stalliongrad!”

“Tell me about it,” Octavia sighed and rubbed her eyes. “Worst of all is this silly holiday coming up soon-“

“Let us never speak it’s name under this roof.” Rarity sighed as she pulled the whistling pot off of the stove.

“You too?” Octavia asked meekly.

“Well… Not since you, so…” Rarity took the tray of hot water, tea leaves, and cups over to Octavia, pouring both of them steaming cups.

“Heh… Well, you’ve… Eer… Managed to touch on the reason for my visit, then…” Octavia muttered, staring into her cup of tea. “I… I don’t quite know how to say this, but…”

“Darling,” Rarity said with a smile, sipping tentatively at her own hot tea. “You needn’t say any more… I’ll be finished with work in an hour.” She grinned over the rim of her cup at Octavia’s shocked, hopeful expression. “Would you like to stay here, or shall I expect you to find the key under the mat and be waiting in my bed?” Octavia left the store so fast, her tea nearly tipped over. Chuckling, Rarity set both cups on the counter to be forgotten… She had work to do before she went home.

At least now, she had someone to come home to. Someone special.

Author's Note

What better way to get back to requests than with a 10k chapter? A very special thanks to Blackroses169 for this request. I honestly thought this would just be a quick shipfic, 3k or so, little development and straight into the clop… But before I knew it, I had written 4k before even getting to the good bits. Gotta love it when a request blindsides you like that :3

This chapter was inspired heavily by 'Crescendo Molto.' This is one of the first clopfics I've ever read. If you know me, you know that I don't read much on this site. There are very few stories that I read normally, if at all... But this one caught my eye, and remains among the best I've ever read. I highly recommend this story to anyone who likes Octavia clopfics. A HUGE thanks to Lucefudu for their fantastic work, as well as SwiperTheFox and MuzzledElk for their contribution to the story.

This is also another one of those requests that I could easily see turn into a separate fic… Damnit, Loyal, stop getting ideas from your requests. You already have one on the brink of failure… Don’t make it two…

Still, the idea is here for future reference. Will I re-visit it? Fuck, knowing me, I very well might. Will it turn out alright?

Hell if I know.