"Twilight. are you sure you wanna do this? I'm pretty sure I can handle it myself."

"It's fine! Now get your pants the rest of the way off! You'll fall over if you keep them around your ankles like that."

"Are you sure you're sure?" Applejack asked. She already knew the answer, which was why she had started to kick her pants off.

"Well, you're right, it's my fault that you have that a penis, after all. It's only fair that I help you get rid of it." She put her hands and Applejack's shoulders and began to direct her, leaning her back against the table in the center of the room Applejack found herself half leaning, half sitting on the table's surface. "You just try to relax."

Twilight crouched down. She began to fondle Applejack's balls with her left hand, and with her right began to toy with her foreskin. She smiled as the cock began to harden and she wrapped her fingers around the rapidly enlarging shaft, gently squeezing with her fingers as she began to stroke it. "How am I doing, Applejack? I've never done this before."

"Y-you're doin' fine." She allowed herself to focus on the warmth of Twilight's hands.

"Great!"

Applejack was more or less fully erect. The very tip of her dick just barely poked out of the foreskin. Twilight softly pressed her finger against it, grinned as she watched Applejack squirm at the ticklish thrill. She squeezed; she could feel Applejack's heartbeat starting to speed up. She squeezed harder, and slowed her strokes. The foreskin slid back, revealing the head of her penis. It was very pink, and pleasantly soft and smooth. Twilight switched hands, stroking the shaft with her left while the index fingertip of her right hand traced small circles around the glans, taking care to go along the edges of the fleshy lobes on the bottom.

"T-Twilight, for someone who never did this before, you sure seem to know what you're doin'."

"I read a lot." The fingertip circles turned into a spiral, getting tighter and tighter. Twilight's fingertip slid over Applejack's dickhole, pressed down, and wiggled. "Would you look at that?" Twilight drew her finger away. A thread of precum followed it. She looked up at Applejack, raised an eyebrow, and put her finger into her mouth. "Mmmm."

"W-what...are you- Ah!" Applejack squirmed as Twilight continued swirling her finger over the head of her penis, coating it with a coat of precum.

"I'm just trying to make it an enjoyable experience, for both of us."

"Yeah, but, but what if somebody sees us!"

"What, are you afraid that somebody is going to see your dick?"

"A little bit, yeah."

"You'll be fine," Twilight said as she continued to gently massage Applejack's nutsack. "Heck, you were only a little embarrassed when Spike saw it, and by now you probably didn't even remember that he was here!"

"Oh, right." Applejack glanced at Spike, who was watching the spectacle rather intently. "But still..."

"I guess you're right. It isn't fair if you're the only one who's all exposed like this." Twilight grinned and unbuttoned the top few buttons of her shirt and pulled it open. With a snap, her she yanked her bra off and threw it to the side. "There we go! You like these, don't you?"

"Y-yeah." Applejack stared at Twilight's breasts, which were framed by the edges of her open shirt. They weren't particularly good, but they were exquisitely perky, tipped off with adorable pinkie nipples. Twilight swiveled her body. Her breasts were just large enough to sway and bounce.

"I know they aren't all that big, but I like to think that they at least look nice."

"Well, they do."

"Great!" Twilight took Applejack's cock and pressed the tip of it against her skin, directly between her breasts. She began to swing it back and forth, leaving trails of precum across her chest. Applejack watched intently as the cool air of the library caused goosebumps to form on Twilight's body. It felt like her dick was getting even harder as Twilight rubbed the head against her breasts, tweaking it against her nipples, which were starting to grow erect.

"Why don't we really get things started?" Twilight said.

"What you mean, 'really get things started'!?" Applejack's knuckles went white as she gripped the edge of the table.

"Are you two gonna fuck?" Spike interrupted. Both girls only glared at him. "What?"

"You can't just jump straight to that! You have to build up to it!" Twilight sniffed. "It's no fun to do that. It's over too quickly. Which is why we're going to do this first!"

She released Applejack's penis, and cupped her hands around her breasts. She leaned forward and pressed her boobs around AJ's dick, and began the massage. She rocked back and forth on her heels, letting the cock slide up and down in her chest. Her breasts were just large enough for it to work.

"T-that feels amazing!" Applejack gasped.

"It would probably be a bit better if my boobs were bigger, but it's still nice, right?"

"Yes! YES!"

"Well, you're making me do all the work! Why don't you get into it a little!?" Twilight released her breasts and grabbed Applejack's ass. "Move around a bit!"

Applejack took a deep breath and slowly began to thrust, matching the rhythm of her hips to Twilight's kneading. Her hands shook as she fumbled with her shirt, popping open the buttons that held her breasts in. She pulled her bra out of the way, letting her ample breasts hang out of her shirt, swaying with each thrust. Her hands found their way to her boobs, and she began to squeeze herself, flicking her nipples as Twilight worked her dick.

Never in her life had she felt such intense pleasure. Granted, she didn't masturbate that much, but this was something else entirely. Maybe she had just gotten used to her usual methods. Either way, it was unbelievable. And this was just the buildup. When she actually came... she knew that she'd blow a load, but that couldn't be it, could it? With the way she felt right now, she could only think that when she finally came, it would turn her completely inside out. It couldn't possibly be any more--

She gasped. Twilight had pinned her back against the table, stopping the thrusts. The girl was still squeezing her breasts against Applejack's penis, and had craned her neck forward to put her lips against the head of Applejack's cock. Twilight's tongue was everywhere, exploring every nook and cranny of Applejack's dick under the foreskin, lapping up every drop of the precum that oozed from the hole. She sucked hungrily on it, as if it would kill her to stop. Her tongue probed Applejack's dickhole, summoning every inch of dexterity she could muster to tease it.

Applejack clutched at her chest, pinching her nipples in an attempt to coax more pleasure out of her body. Her breaths had degenerated to ragged gasps. Her legs began to shake as her knees began to feel more and more like jello.

"T-Twilight... if you keep doin' that... I... I'm gonna..."

"Not yet!" Twilight stopped sucking just long enough to say the words.

"I-I'm hittin' my limit here!" Applejack panted. "If y'all keep it up... I'm... I'm..." Twilight let go of Applejack's dick. Applejack leaned back on the table, barely able to stand. Her dick throbbed, yearning to let its load go. Precum was practically pouring from the tip, dripping slowly down the shaft. "Twilight..." Applejack's chest heaved. "..why'd ya stop? I was just about there!"

"That's why I stopped." Twilight licked her lips and savored the taste. "I'm not done with you yet."

"Not done? What else are you gonna do?"

To answer, Twilight unzipped her pants.

"Wait, you want me to- to-"

Twilight nodded and slipped her pants off, revealing that her personalized cutie mark panties. "Why not?" She shoved Applejack away from the table and bent down over it, thrusting her ass out. The blood drained out of Applejack's face as she stared at Twilight's tight, smooth buttocks. "Well, aren't you going to get those pesky underwear off of me?"

Applejack nodded dumbly and slipped her fingers under the edges of the panties, and began to slide them down.

"No, no, no!" Twilight shook her head. "Not with your hands."

"O-okay, then." Applejack stepped closer. The top of Twilight's butt crack was just barely visible at the top of her panties. Applejack pressed the tip of her cock into it and began to slide it down, slowly shoving the panties out of the way. She paused to rub the shaft of her dick between Twilight's butt cheeks. It was amazing. She continued to push the panties down. They slipped past Twilight's hips and onto the floor.

Applejack couldn't help but stare. Twilight's butt wasn't particularly large, but still toned. It was also incredibly pale; pasty white except for the violet starbursts on her hips. How on earth does she have such a cute ass when she just sits on it all day? Twilight's pussy lips were just barely visible. The mere glimpse nearly caused Applejack to blow her load. She rubbed her dick up and down Twilight's butt crack, leaving a glistening trail over it. She put a hand on each side of Twilight's ass and began to massage.

"Come on, Applejack!" Twilight said. "Put it in!"

"A-are you sure, Twi?"

"Of course! Go for it!"

"Alright. Here goes!" Applejack closed her eyes and pressed her dick in. Twilight was so tight. Appplejack took a deep breath and shoved. The head of her dick disappeared into Twilight.

"HEY! Applejack, what the hell!?"

"What is it?" Applejack opened her eyes to find Twilight glaring back at her over her shoulder. "Did I push too hard?"

"You put it in the wrong hole!"

"Oh." Applejack looked down to see that the head of her dick had disappeared into Twilight's asshole. "Oops."

"Get it outta there! If you're going to fuck me, do it right!"

"Okay, okay!" Applejack pulled her dick out. "Let's try this again." She slid her dick a few inches lower and thrust in.

"Ahhhh!" Twilight gasped as Applejack's entire penis slid into her. "Yes! Just like that! Your dick feels amazing!"

Applejack didn't even bother to say anything. She was too busy enjoying the feel of Twilight's vagina. It was so warm and soft and tight, and it felt as if it was squeezing her cock. She put her hands on Twilight's hips, braced herself, and began to thrust. At first she went slowly, savoring every inch of pleasure as her penis went in and out of Twilight's pussy. Without even thinking, she began to sway faster and faster, her breasts starting to bounce as she pushed harder and harder. The air was filled with a damp thwapping as her hips smacked against Twilight's.

"S-so, how's it feel?" Twilight gasped. Her entire body was shaking, and her knees were beginning to shake.

"Unbelievable!" Applejack started to hump as fast and hard as she could. The whole table rocked as she all but slammed herself into Twilight, who gasped in delight.

"Twi, I- I think I'm about to come!"

"M-me too!" Twilight cried. Her words collapsed into ecstatic gasps as Applejack pounded her.

Applejack wanted to scream. Never in her life had she felt anything like this. Her dick felt like it was about to erupt, and her entire body shook with excited bliss. She flung her body against Twilight's, reaching around and groping at her breasts as she fucked her. She had never blown a load before, but she knew that she was about it.

"Twi, I- I- I'M-!"

Suddenly she was silent, and the frantic hump ceased.

"Applejack, what the hell are you doing!? I was just about to come!" Twilight scowled and looked back at Applejack. "Get back in there and finish the- oh."

Applejack had taken a step back and was staring down at where her penis had been just moments earlier. Now, there was only her pussy. She clenched her fists and gritted her teeth as prepared to vent all the energy had been preparing to release into Twilight. She screamed.

"FUCK!"

Spike groaned. "Damn, and it was just about to get to the good part."

Author's Note

Don't worry, there's one more chapter.