Twitanic

by AdrianJNovelle

Rating: teen
Tags: Slice of Life, Crossover, Human, Main 6, My Little Pony: Friendship is Magic, Princess Cadance, Spike, Comedy, Cutie Mark Crusaders, Romance, Shining Armor, Sex
Length: 12074

A lighthearted parody of the classic Titanic movie - with all of your favorite My Little Pony: Friendship is Magic characters in their gorgeous human counterparts. Contains moderately sexually intimate shipping.

Twilight and her friends are invited to a once-in-a-lifetime opportunity to take an air-cruise around Equestria, while being treated like royalty aboard the so-called "unpopable" Airborne Express as they drift through the skies of Equestria and experience the bliss of air travel at its finest. That is, until the entire Airborne Express population find themselves approaching a deadly rainstorm...

A lighthearted parody of the classic theatrical tragedy.

WARNING: Contains sexually intimate shipping. Don't say I didn't warn you.

Author's Note: As you know, there are sixteen main characters in this story (Twilight, Fluttershy, Pinkie Pie, Rainbow Dash, Rarity, Applejack, Spike, Scootaloo, Apple Bloom, Sweetie Belle, Shining Armor, Princess Cadence, Big Macintosh, Granny Smith, Fancypants and Fleur de Lis). The characters presented below are the most prominent in the story. Even though a character not pictured below has significance in one part does not mean they are significant to the whole story.

Also, just because a character is pictured below does not mean that they are to be shipped into an inexistent relationship or shipped out of their canon relationship (i.e. Princess Cadence and Shining Armor). Their presence below is dictated by their role in the story as a whole, not for the "sexytimes."

*Cover art is subject to change...I can't find any good human Mane Six artwork on my computer at this time.

Published 2013-02-03 09:00:02 UTC
Last updated 2013-04-10 04:17:17 UTC

All Aboard the Airborne Express!

"Rainbow Dash!" Ditzy Doo began, flying chaotically to her friend, for it was difficult for her to fly straight.

"Heya, squirt," Rainbow Dash said, as if Ditzy were Scootaloo, her arms crossed as she remained suspended in the air. "What's the word?"

"All..." Ditzy panted. "All clear from here to Baltimare to Las Pegasus, as you requested." She saluted, bringing her hand to her forehead.

"Excellent, private. We move out in the morning. In the meantime, I want the skies under constant moderation until the Airborne Express is off the ground."

"Yes, ma'am," Ditzy said, saluting once again. She took off, almost losing a shoe in the process.

Rainbow Dash flew upwards for a moment to gain momentum from her previously stationary position in the sky, and then took a nosedive down to the earth, landing her sky-blue sneakers on the ground softly, as to not injure herself with her powerful flight abilities. She hurried to the Library, where she would rendezvous with her friends as instructed.

Adrian J. Novelle Presents...

"I'm your number-one assistant!" Spike whined to an irritated Twilight, who was in a face-palming trance. "I clean the Library for you," he counted his fingers as he listed the items in his argument. "I raised Peewee, I fetch you books, I bake cakes, I write every word of your letters to the Princess for you - I feed Owlicious half the time because you forget to!"

"Who?" asked Owlicious, perched on a branch of wood nearby.

"You!" Spike exclaimed exasperatedly to the bird.

"Whoo!"

Spike turned back to his foster-mother. "C'mon, Twilight-"

"Err!" Twilight groaned, almost red in the face. "Fine, Spike, you can come along. Go pack your bags."

Spike's eyes widened with glee as he pranced upstairs to pack a few clothes for the trip.

"Why is it exactly you didn't initially invite Spike along, darling?" Rarity asked as she approached Twilight, now standing abreast to her. "I doubt my Spikey Wikey would be of any trouble while we're aboard."

"It's not that," Twilight remarked. "It's not so much Spike's presence as much as it is his absence. If we're both gone, who's gonna take care of Owlicious? And the books?"

Rarity glanced around the spick-and-span shelves of books Twilight had. Then to the bird, who did nothing more than blink in total silence. Then back to Twilight.

"Darling, you're fretting over nothing. We're not moving from Equestria: we're just taking a trip. You bought Owlicious enough food to last the journey, and we know he won't run away if you left the windows open so he could carouse the town while you're away."

"Whoo!" said Owlicious.

"And that's only because they don't allow birds or other flying animals aboard."

Twilight sighed. "Rainbow Dash was so upset until she realized she could just remove Tank's gear. Turtles can't fly."

"Actually, Tank's a tor-"

"I DON'T CARE WHAT HE IS!" Twilight screamed to Rarity's face, scaring her, nonetheless. She immediately calmed down, sighing. "I guess he'll be fine, as will the Library."

"We just won't let him use his flame breath for anything but emergencies," Rarity suggested.

"Emergencies? Like what?"

"Like if, uh...I don't know."

Twilight rolled her eyes.

"Twilight!" Rainbow Dash hollered, arriving at the Library, mildly panting.

Twilight cheered up. "Ah, Rainbow Dash! How's the weather?"

"Nothing but sky from here to every corner of Equestria," she reported. "I told Ditzy Doo to keep her crew on the watch for any extraneous cloud production until the Airborne Express has taken off."

"Good work. And are you packed up?"

Rainbow Dash shook her head. "No. Tank's ready, but I'm not."

"Go pack up. I want everyone to be ready by tonight. That way tomorrow we can just wake up, get dressed, and go."

"Understood," Rainbow Dash replied, taking off in a hurry to her house in the clouds...or so to speak.

"Rarity," Twilight began turning to face her other friend. "How about you and Opalescence?"

"Ready as we'll ever be," Rarity grinned.

"And Sweetie Belle?"

"Also ready."

"Great! You can stay here for when Spike comes back downstairs. I'll see if Applejack, Flutershy, and Pinkie Pie are ready to go in the meantime."

Twilight walked all the way over to Sweet Apple Acres, where the most number of ponies boarding the Airborne Express under one surname were residing.

"Twilight!" Applejack exclaimed gaily. "I trust we're ahl good t' go."

"Dat we are, Applejack. "How's the family?"

"We're, uh, getting there..." Applejack did not sound too sure of herself.

"What's the holdup?"

"Well, we were packing up - me, Big Macintosh, Apple Bloom and Granny Smith - and suddenly Granny Smith realized dat if we leave, nopony will be here t' water duh apple trees while we're gone. And, well, Granny Smith and Big Macintosh have been havin' a debate 'bout it since. They're in duh home still. Apple Bloom and me, on duh other hand, are ready."

"I'll be right back."

Twilight headed into the Apple Family cottage, where Big Macintosh and Granny Smith were butting heads over the matter: the tall, musclar strong adult versus the old, wrinkly elder who shook standing upright.

"Granny Smith, Big Macintosh!"

"Twilight?" Granny Smith inquired, turning around to face the newcomer of the conversation. "What're you doin' here?"

"Applejack told me about your problem, and I think I have a solution to your predicament."

"Er...what was dat, sunny?" Granny Smith asked, looking up to Big Macintosh who towered over her.

"She said she believes she has a solution t' our problem," repeated the musclar man.

"Oh...well, don't jus' stand dere in yer high-tops, girly: spill dem beans!"

"Your apple orchard and your garden will be fine. Just because we require clear weather for takeoff doesn't mean we'll need clear skies for the whole trip. Once we're afloat, I don't see why we can't just call in the weather patrol and have it rain around Sweet Apple Acres every day we're gone."

"Hmm...Big Mac, I'm sorry for startin' an argument wit' ya."

"As am I wit' you, Granny," said Big Macintosh. "Eeyup. Terribly sorry."

"Your orders now are to pack. I want everypony ready by tonight so we may leave first-thing in the morning. Is that clear?"

"Eeyup."

"Darn tootin'!"

"Great. Now if you'll excuse me, I still have to make sure the rest of my friends are ready to go."

Twilight exited Sweet Apple Acres, not before giving Applejack and Apple Bloom, who appeared on the scene at the moment, a hug goodbye. Next stop was Sugarcube Corner.

She knocked on the front door, where a familiar face answered.

"Twilight!" greeted Pinkie Pie, a gay look on her face. "Come on in!" She unlocked the door and let her friend in.

"Thanks, Pinkie Pie." She surveyed the room. "So, how are Mr. and Mrs. Cake? Have we decided on their admission yet? Princess Celestia expects a head count, and I need a definite number when we board."

"We have," Pinkie Pie answered, closing the door behind Twilight.

"And?"

"They decided to stay here. They're afraid of all the destruction Pound Cake and Pumpkin Cake would cause if they came, so it's just Gummy and me."

"Are you packed?"

"Well...yes and no..." Pinkie Pie rubbed her hand against her arm in shame and embarassment as she stared at her feet.

"What's the matter?"

"Follow me."

Pinkie Pie led Twilight upstairs to the loft where she lived with the Cakes. There was Gummy, wildly bouncing on a small rubber ball around the room while lazily slumped on it, looking dayzed and absentminded.

"Gummy can't pack his things because he's too distracted playing with that ball!"

"You've got to be kidding me," mumbled Twilight. She took a few steps forward and outstretched her foot, which served as an obstacle which caused the ball to lose momentum upon physical contact. Gummy fell off the ball, and landed upright on the floor. He blinked twice.

"There. Now can Gummy pack his things?"

Pinkie Pie giggled. "Gummy doesn't have anything to pack, silly!"

Twilight glared at her friend. "I'm going to Fluttershy's. Let me know if you need anything else."

"Okay!" Pinkie Pie giggled.

The last stop on Twilight's tour around Ponyville to make sure everything was going as planned - as Princess Celestia ordered prior - was Fluttershy's quiet cottage on the outskirts of Ponyville, near the entrance of the Everfree Forest.

Twilight knocked on her door.

"Oh, Twilight: nice to see you," Fluttershy mumbled, quietly opening her door.

"Nice to see you too, Fluttershy...Is everything going ok? Will you be ready to go in the morning? How's Angel?"

"He's fine...I'm fine...we're both fine, and we're just about ready - clothes and supplies and everything."

"Great!" Twilight grinned. "One last chance to tell me if there's anything you need."

"Nope. We're fine. We'll be up first thing in the morning."

"Alright. Take care, Fluttershy!"

"Y-you too, Twilight."

Fluttershy quietly closed her door as Twilight made her egress from the premises.

Twitanic

The glaring morning sun which shined through Twilight's window normally would be her alarm clock. But, today, she used a real alarm clock to beat the sun at its own game, and be up in the shower before it would even hit her covers. Her bare, wet feet hit the cold, white tile beneath her, a towel loosely wrapped around her, being held together only by her grasp. She dried herself off, dismissed the towel, and proceeded to dress herself in a somewhat casual attire: a purple vest with her cutie mark over a white blouse, a short, lavender skirt, and tall, matching leggings which almost reached her kneecaps. On her feet she wore a pair of dark-violet shoes.

She headed to her bedroom, put on a backpack, and used all of her available arm and leg room for her bags and suitcases. She and Spike both left the Library, Twilight waving goodbye to Owlicious as she made her way out of the Library with all the freedom of her hand she still had to wave.

They walked all the way over to the Town Hall, where Princess Celestia and Princess Luna were waiting patiently for their arrival.

"Man, they must've gotten up early to be us here," Spike yawned, dragging his bags along the ground, too weak to carry everything in his arms.

"Twilight, my most faithful student," Princess Celestia began when the two at last arrived at the Town Hall. "Are you ready to board the Airborne Express?"

"That we are, Princess," Twilight said. "My friends should be here any moment."

Princess Celestia closed her eyes in delight. "Excellent. It seems you have done your job well: making sure everyone and everything is accounted for for this trip. While we're waiting, why don't we introduce a few other passengers to you?"

"Um...okay."

Princess Celestia whistled. And a large room lowered itself from the enormous skyship hovering overhead, shading Town Hall. A door opened, and two particularly familiar faces exited.

Twilight gasped. "Shining Armor! Princess Cadence!"

She dropped all of her luggage and raced to her brother to give him a hug.

"Hey, Twilie," Shining Armor greeted his little sister.

"I didn't know you were coming along at all."

"Well, the Princess wanted it to be a surprise. I hope that's okay that we join you guys. The Airbrone Express is big enough for all of us."

"Welcome aboard!" Twilight exclaimed, retracting her hug.

She turned to Cadence.

"Sunshine, sunshine! Ladybugs awake! Clap your hands, and do a little shake!"

They laughed and united in a friendly hug.

"I'm so glad you could make it!"

"I am too, Twilight. When Princess Celestia invited us, we just we had to tag along."

A moment of silence.

"Oh, look - it's your friends!"

Twilight ended her hug with Princess Cadence and saw all of her friends and their sisters and pets approaching the scene.

"Wow, girls, you're right on time!" she exclaimed.

"We would've been sooner," Fluttershy began.

"If you hadn't skipped out ohn breakfast, Twilight," Applejack finished.

"Breakfast, what are you-" Twilight smacked her hand against her forehead. "Oh my God - the breakfast party at Sugarcube Corner! I totally forgot! I'm so sorry!"

"It's no biggie," Rainbow Dash said, holding Tank in her arms. "When we realized you weren't coming, we figured you just altogether forgot, so we grabbed our bags and came here, since we didn't wanna be late."

"I'm sorry," Twilight repeated.

"Now that you're all here, how about we begin boarding the Airborne Express?" Princess Celestia asked, stepping towards the girls. "We have a lot of luggage to bring aboard, but, thanks to Twilight's organizational skills, that shouldn't be a problem." Princess Celestia handed Twilight a clipboard she was holding. "Take inventory, please, pets included. Just get the general luggage: we can worry about their contents when we're aboard."

"Understood."

Twilight clicked the pen and began to write down all the bags and suitcases everypony was carrying with them. Once she was done taking inventory of one person, she signaled them to begin loading her belongings into the Airborne Express cabin. Rarity went first with Sweetie Belle. Then Applejack and Apple Bloom and Big Macintosh and Granny Smith. Then Rainbow Dash.

Twilight could not help but notice Rainbow Dash spending so much energy on dragging a particular suitcase to the cabin.

"Rainbow, what's in the suitcase?" Twilight asked, pointing to it with her pen.

"Uh...nothing," Rainbow replied.

"Ah-huh," Twilight glared.

"Uh...it's just, uh, my, uh, collection of trophies. Really heavy trophies."

"Rainbow, you don't have any trophies," Twilight began approaching the struggling girl. She kneeled and began unlocking the suitcase. "Just a crown you got from the Young Flyer's Competition in Cloudsdale. And you can wear that on your-"

"Ow!"

Out from the suitcase stumbled a small child with purple hair, an orange T-shirt, purple shorts, and a pair of athletic shoes.

"Scootaloo!" Twilight exclaimed. "What in the hay are you doing here?"

Scootaloo rose to her feet. "Rainbow Dash told me all about your trip. And I thought that as her adjunct, I was able to come along. And since we weren't sure whether or not you'd like that, we shoved me into one of her suitcases."

Twilight rolled her eyes. "You're lucky I caught you here before you boarded the cabin. Celestia needs a head count, and if there's one extra head that I didn't count, she will not like that at all." She wrote something down on her clipboard.

"But-"

"As for actually going on the trip...I'm sure the Airborne Express can suit you."

Scootaloo gasped. "You mean it?"

Twilight nodded. "But only if you help Rainbow Dash with her things."

"Yes, ma'am!"

Scootaloo took the suitcase she was stashed into from Rainbow Dash, as well as a napsack and a dufflebag. She followed her idol into the cabin.

Next came Fluttershy, then Pinkie Pie, and finally Spike and Twilight.

Twilight reached out to close the door to the cabin when she noticed the two Princesses standing just ahead.

"Aren't you coming, Princess?"

Celestia shook her head. "No, Twilight: Luna and I have other responsibilities we must tend to. I'm afraid we won't be able to fly with you. We hope you have a wonderful and safe adventure. I can't wait to hear all about it when you return."

"Are you sure?"

Celestia bowed her head, her long, blue, green, pink and purple hair flowing in the gentle breeze. "We are sure, Twilight. Don't worry about us: you go have fun with your friends."

"Okay...goodbye!"

"Farewell, Twilight."

"Farewell," Luna added.

Twilight waved the two Princesses ado, and closed the cabin door. She stood by the window and watched in sadness as her dear Princess grew tinier and tinier as the cabin was lifted above the ground and higher and higher into the sky.

"All aboard the Airborne Express!" called the pilot through the intercom. "We'd like all passengers to exit the cabin at this time. If you or anyone in your party has not been assigned a suite, please report to the cockpit at this time."

Twilight followed her friends to the cockpit. Since she was the last in line, only she was aware of the rather unpleasant expression on her face.

Getting Settled

"How many in your party?" a tall, thin woman holding a clipboard with a pen balanced on her ear asked.

"Um..." Twilight began. "Six, seven, eight, nine, ten, eleven, twelve, thirteen, fourteen. Fourteen."

"Fourteen," the woman repeated, feeling around herself for her pen.

"Um," Twilight said. She pointed to her own ear.

The woman felt around her ear, found the pen, grasped it, and put it to her clipboard. "Ah, thank you. Okay, fourteen people in your party...names, please?"

"Twilight Sparkle."

"F-Fluttershy."

"Pinkie Pie!"

"Applejack."

"Rain-bow Dash!"

"Rarity."

"Ap'le Bloom."

"Scootaloo."

"Sweetie Belle."

"Prince Shining Armor."

"Princess Mi Amore Cadenza."

"Spike."

"Eeyup."

"He's Big Macintosh, and Ah'm Gran'y Smith."

The woman took a few moments to finish writing the names down.

"Okay, and ages? Please go in the same order so I don't have to guess."

"Sixteen."

"Seventeen."

"Sixteen!"

"Six'een."

"Sixteen!"

"Eighteen."

"E'ght."

"Eight."

"Eight."

"Twenty-six."

"Also twenty-six."

"Ten."

"Eeyup."

"He's twenty-four. Ah'm sixty-eight."

"Okay. I noticed you have some foals under twelve years of age here. This is a completely safe and child friendly trip, but I understand if the elders would like to share a suite with their younglings. Would you like to arrange that?"

"That depends," Rarity began, stepping forward, Sweetie Belle behind her. "How big is a suite, exactly?"

The woman did not reply immediately.

"Please follow me," she said.

The lady led the large party of ~~ponies~~ people to a grand staircase which separated the main floor from the living quarters. Upstairs was nothing but another staircase, and a long hallway of rooms which seemed to stretch endlessly before them, a soft, cream carpeting under their feet, and the most pleasing lightning design a ~~pony~~ person could imagine bringing the empty halls to life. The woman continued down the hallway for only a few steps - past the staircase which led to the third floor - to an empty suite to her left, Suite 101. She flipped on a switch.

The suite was huge. A vast room greeted everypony, with two queen-size beds flat against one of the side walls, nightstands with lamps between each, a large desk with yet another lamp parallel to the beds on the other side of the room, a comfortable-looking chair scooted up to it, and, continuing further was clearly a closet at the far end of the room; beside it was a short hallway which led to the bathroom, and, beyond that was what appeared to be the door to a second room.

"There's a living room beyond the bathroom," the lady explained. "I know it may seem a little awkward, but we wanted the bedrooms closest to the hallway, so should there ever be an emergency, anyone sleeping can have the quickest route out of the place. It's strictly for emergency purposes."

"What's in the bathrooms?" Rarity inquired, otherwise in awe at the spectacle.

"The usual," the lady replied. "A toilet, twin sinks, an oversized shower which is literally big enough for two people, and a Jacuzzi tub big enough for a small party. Check it out for yourself if you don't believe me."

"Oh, I believe you," Rarity said. She looked down at the smaller human. "What do you say, Sweetie Belle?"

"Um," Sweetie Belle tugged at her dress. "I guess we could share a suite...what would I need a separate suite for?"

"Duh," Scootaloo said, stepping forward to look Sweetie Belle in the eyes. "We can build a furniture fort! Nothing says 'vacation in the sky' like the world's largest furniture fort!"

"Hey, yeah!" Sweetie Belle exclaimed.

"Ah'm in," Apple Bloom added, also stepping forward to the other Cutie Mark Crusaders.

"So, what are we doing?" asked the lady to the older folk, particularly Twilight. "A separate suite for the little ones?"

"Except for me, right?" Spike wondered. "I'd be more comfortable with Twilight."

"Of course, Spike. You can bunk with me. Looks like the Cutie Mark Crusaders will get their own suite."

"We only need one," Princess Cadence remarked, holding her husband's hand.

"Right. And everyone else will have their own suite, except Big Macintosh and Granny Smith. She'll need the youthful energy."

"Eeyup."

"Okay, that will be...nine suites. Hallways come in rows of ten, so you will have one neighbor at the far end. Will that be acceptable?"

"Of course," answered Twilight.

"Please follow me back to the cockpit, and I will hand you your room keys."

The lady once again led the entire party back to the front of the airship. She resumed conversation about halfway to her destination.

"So, who is the leader of your party?"

"The leader?" Twilight asked.

"Yeah. I like to assign each party a leader to minimize confusion. So if there's any trouble, I don't have fourteen people coming at me: I only have to deal with one person on behalf of his or her entire party. So, who is your leader?"

"Um..." Twilight studdered.

"Why not you?" Fluttershy asked. "You are Princess Celestia's most faithful student."

"Granny Smith is the eldest," Twilight retorted.

"As much as Ah appreciate the offerin', Twilight," Granny Smith began, limping behind her. "Ah think the best person t' lead dis here party is auh young'n like yerself."

"I guess it is unanimous, then," said Twilight. "I will lead the party."

"Excellent," the woman said as they arrived at the cockpit, to a console which displayed the numbers of suites: 101 to 110, 201 to 210, 301 to 310. She punched in the buttons for Suites 101 to 109, all nine room keys being expelled from a small compartment below the buttons. She grabbed them. "Unfortunately, I am only able to have one key per suite."

"It's no trouble," Twilight said, taking 101.

Each of the girls took their own room key, Sweetie Belle taking the one for the Cutie Mark Crusaders (107), Princess Cadence taking Suite 108 for herself and her husband, and Big Macintosh taking the key for himself and Granny Smith for Suite 109.

"Alright, with that, you may go to the cabin, get your things, and settle in. Lunch will be ready in about two hours."

"Spike, stop jumping on the bed!" Twilight snapped at her roommate as she passed by in a pace.

"I thought we agreed that this would be my bed," Spike protested. He pointed to the other bed. "And that would be your bed."

"I still don't want you jumping like a maniac. It's not polite."

Spike kept jumping and did a flip.

"SPIKE!"

"Okay, fine," Spike hopped into a seated position on his bed.

The sound of springs moving obssessively continued.

"Who is making that- oh, Pinkie Pie, of course."

"Whee!" Pinkie Pie shouted gaily, leaping from one of her beds to the other and back.

Twilight rolled her eyes.

"I thought this was supposed to be our vacation," Spike remarked. "But all that we've accomplished so far is settling in. We haven't done anything fun."

"You realize we haven't even gotten off the ground yet?" Twilight inquired her foster-son. "And until we do, I want to keep a tight fist on everyone and everything. Getting off the ground is the hardest part. Once we've disapatched, we can-"

The door to Suite 101 burst open.

"Hey, Spike!" Apple Bloom hollered across the room. "You wanna help us with our furniture fort?"

"Do I!" Spike exclaimed.

He hopped off the bed and hurried to the Cutie Mark Crusader. When he got to the doorway, he suddenly turned around. "Will that be alright, Twilight?"

"Oh, go ahead," Twilight gestured with her hand a dismissive wave.

"You sure?"

"Mmm-hmm."

Spike grinned, following Apple Bloom back to her suite. He did not witness the rather unpleasant look Twilight gave him as he disappeared.

She sat at her desk, which she furnished by bringing some parchment notebooks, quills, loose parchment paper, and ink jars for all the writing she planned on doing in addition to the inevitable reading she desired to accomplish. She would write about her adventure in the clouds, and even letters to the Princess which would all go unsent until they got back. What would be the point? Celestia would be there when they would land: she could just tell her in person.

Two strangely familiar figures moved in the corner of her eye which grabbed her attention. They were none other than Fancypants in his expensive-looking tuxedo and monocle, and Fleur de Lis, in her white dress which, should it be any longer, could be mistaken for a wedding dress, if not for the golden edges it featured; and her golden tiara on her pink-and-white hair.

Those must be our neighbors Twilight though to herself. Should she greet them? After all, they were on the same floor as she. But, then again, would it be necessary? They are all contained within relatively close quarters. With nothing urgent to do, she decided to introduce herself. She got up from her chair and followed the folk to the suite door, arriving just before they entered their suite.

"Good morning neighbors," she said, faking a happy expression.

"Good morning," said Fancypants, adjusting his monocle. "Do we know you, miss?"

"I don't think so," Twilight replied. She outstretched her hand. "My name is Twilight Sparkle, of Suite 101."

"I'm Fancypants," he shook her hand. "And this is my roommate, Fleur de Lis. When the Airborne Express flew by Canterlot and handed out admissions, we knew we just had to come aboard. Anypony who's anypony is aboard this airship. And I'd say we are quite honored to ride along."

"Are you two?" Twilight gestured with her finger her innuendo.

"Oh, no," chuckled Fancypants. "Just roommates."

"I see."

"Would you like to come in as our special guest, Ms. Sparkle?"

"Oh, no, I, uh...I have some work to do," she lied.

"Still getting settled?"

Twilight nodded. "Yes, sir."

"Oh. Well, we won't keep you then, Ms. Sparkle. Don't be a stranger now - stop by whenever you like."

"I will," she said, almost sarcastically.

She started to turn away.

"Ms. Sparkle, one last thing," added Fancypants.

She turned back round. "Yes, Fancypants?"

"Do you know a pony named Rarity?"

"Yes; she's one of my friends."

Fancypants perked up. "Is she now?"

"Yeah, she's in Suite 104. I'm sure she'll be happy to meet you."

"We're already acquainted, but I'll be sure to give her a hello when we depart. Take care, Ms. Sparkle!"

"Take care."

Twilight made a permanent leave that time as Fancypants and Fleur de Lis entered their suite.

As she made the short walk back, she suddenly remembered: she had met Fancypants before: in Canterlot, on her birthday, after the disaster she and her friends caused in the garden. Then...why did he not recognize her?

Don't tell me it was because we were humanized Twilight thought to herself. She wildly shook her head. "What am I saying?" she asked herself aloud.

Still, she recognized Fancypants, and played along when he wondered if they were previously acquainted. He was the ~~pony~~ person to call her and her friends "charmingly rustic" if memory serves.

Maybe compared to Rarity, Twilight did appear a little less formal. After all, Rarity was the one wearing the fancy, white dress which stretched down almost to her knees, the white blouse under the white coat with the triple-diamond cutie mark, and the fancy, white shoes with no socks and the moderately tall heels. Twilight wasn't wearing anything like that. But she wasn't a Western country girl like Applejack, or a party animal like Pinkie Pie. She was mature for her age, and has proven to be a very responsible and independent person.

So...why was she so easily forgotten?

Gettin' off the Ground

"Attention all passengers, this is your captain speaking," the ominous voice boomed over the intercom throughout all decks. "We are preparing our takeoff. Brace for impact, and do not participate in reckless activity until we are safely in the air. Thank you."

Everypony remained in their quarters (or the quarters of somepony else's, in Spike's situation), as the airship raised the cabin one last time for the last-minute passengers, and then Princess Celestia untied the rope from the small pile of cinder blocks which weighed the large but lightweight airship down to the earth. It effortlessly drifted upwards as the huge propellers the Captain controlled started up, two propellers in a vertical orientation keeping the airship at a steady height about half a mile above Equestria, ready to creep along the midday skies of the beautiful country.

Once the Airborne Express maintained a steady velocity, the Captain turned on the intercom again. "Alright, we are in the air and at a steady flight above Equestria. Thank you for your patience and cooperation. Next stop on our town-to-town tour: Canterlot, home to the Royal Canterlot Sisters Princess Celestia and Princess Luna, as well as the native home to our special guest, Twilight Sparkle if I'm not mistaken."

Twilight blushed, though no one was around to see it happen.

Relieved that takeoff was successful, Twilight wrote her first letter to the Princess right then and there:

Dear Princess Celestia,

We have just taken off. I haven't looked outside yet, but I imagine Equestria is beautiful down below (I've never flown, you know). I can't wait to get started enjoying my vacation in the clouds. Some of us (particularly Spike and Pinkie Pie) are anxious to start the fun. They're already jumping on beds and running around!

With me as our party's leader, though, there will be no trouble on this trip.

Nothing will go wrong. I promise.

Your faithful student,

Twilight Sparkle

There was a knock at Twilight's door as she finished signing her name. She got up and answered it.

"Hey, Twilight," Spike said, even before Twilight could greet him. "We finished our furniture fort in the Cutie Mark Crusaders' suite. You wanna come see it?"

"Um...no, thank you, Spike," Twilight replied.

"Suit yourself."

Twilight followed Spike with her large eyes as he disappeared behind the door to Suite 107.

She closed her door and started inward through her bedroom when another knock was heard. She answered it, surprised.

"Hel- oh, hi, Rarity, what's up?"

"After lunch, Fluttershy suggested that we go to her place and take a soak in her Jacuzzi tub together as sort of a party...Well, we used the term 'occasion' until we invited Pinkie Pie, who deemed it a Jacuzzi party. We'll make cocktails to drink, too. You wanna join us?"

"Oh, gee, that sounds like fun, but I didn't bring me my bathing suit."

"Bathing suit?" Rarity gasped. "Darling, you can bring your birthday suit. We're all friends here."

"Well, I can't argue with that logic."

Rarity grinned. "How does three work for you?"

"Three works for me!"

"Great! I'll let everyone know you're coming. It's gonna be a great way to start our vacation!"

"I concur. Hey, did you know that Fancypants is aboard?"

Rarity shrieked with delight. "Really!?"

"Ah-huh! I totally greeted him when he and Fleur de Lis were getting settled in. They're our neighbors."

"Oh my gosh! I better go say hi!"

Rarity hurried off without even saying goodbye to Twilight (or greeting her for that matter).

Twilight gently shook her head in delight as she once again closed her suite door.

Lunch was quite dull, seeing that Twilight, having not eaten breakfast that morning, was the first to eat lunch, and, thus, ate alone. She was transfixed with the images which ran through her head when Rarity was speaking to her - her motivation for cutting their conversation off and mentioning Fancypants' presence aboard the Airborne Express.

She had not seen any of her friends' naked bodies...in their human forms, that is. In their pony forms, they were naked nearly every second of every day and night. That she was used to. But as she perceived them now was seeing into a whole new universe with a telescope. She was not prepared for this kind of social convention...err...rather, social unconvention. That's what is was to her. What kind of people just hop into a giant Jacuzzi together and drink fruit cocktails in lieu of alcoholic beverages (since no one present is over twenty-one)? Nutjobs. Well, if that was her answer, she would now be calling her friends nutjobs.

She could cancel her attendance if she really wanted to, right? Her friends would understand her discomfort, right?

Maybe.

Maybe yes.

Maybe no.

Twilight did not know. Consumed with uncertainty, she felt her obligation was to go. It's not like she'll be traumatized by seeing Rarity's D-cups, and, her, well, you know.

Halfway through her lunch of a hay sandwich (her appetite for pony food remained despite her physical transformation), she began to logically deduct the procedure for the party. In other words, what was she to do at this social gathering?

Okay, well, the first thing to do would be to show up. Yes, that's a good place to start. Then undress. Yes, yes...the undressing...oh, dear Celestia, the undressing! The removing of her clothes in front of her friends: the revelation of her naked body and her friends' naked bodies. Her C-cups versus Rarity's Ds, Pinkie Pie's As, Rainbow's Bs, Fluttershy's Bs, and Applejack's Cs.

Wait, I'm Applejack's size? she asked herself in her head. That can't be-

She snapped out of it. Back to the matter at ~~hoof~~ hand.

And, then of course, there's downstairs. It'll just be for a minute: once she's in the water, everything below the belt and, heck, below the girls would be invisible due to the intense waterflow.

Could she live with the undressing? Maybe she could request changing in private? No, fool! The party's in the bathroom! So should she change in the bedroom or maybe the living room? Or would that be too weird?

Buck.

Twilight was running circles in her mind.

Her heart began to race from her anxiety. She coaxed herself down.

Okay, okay, step two...what would step two be? Grabbing a cocktail and getting in the tub. Oh, Celestia - the getting in! What if she slipped? She could die! What if she spilled cocktail in the tub? Fluttershy would be furious! Or would she? Would the cocktail be clear and thus unnoticeable? Who knows!

Almost done now. Step three. Conversation. Possibly the easiest step of all. All she would have to do after that would be to look at her friends - straight in their eyes - and converse with them while sipping her cocktail and relaxing in the hot water of the Jacuzzi tub.

But what could she do to ease her mind? She could close her eyes. No, no. That would be rude. It would send the wrong message.

"Hey, friends, I love you all to death, but I don't wanna expose my eyes to your unclothed anatomies."

See? Rude.

And it's not like Twilight was truly repulsed by anypony: they're her friends. Sure, they haven't shared the same breast size since the age of twelve, but that's no excuse.

Oh, sweet Celestia - age twelve.

It seems like an eternity passed since then.

Everyone developed at the same time.

Then Pinkie Pie stopped before her thirteenth birthday. And, to this day, her body is equal to that of a twelve-year-old girl. If not younger. Twilight and the other four kept growing. Twilight's body finally slowed down. At least, she believed it did because, until the cocktail party, she was convinced her physique was smaller than Applejack's. Hers had to be. She's an egghead. AJ's a farm-girl. The small-breasted brainiac compared to the farm-girl who always wore those shirts which never covered her umbilical and, for some reason, knotted at the bottom. What happened to that: the small-breasted brainiac rule, huh?

Twilight believed this was her body until the day she dies. And, being just old enough to hold down a job - should she ever be formally employed - this would be who she was for decades.

Back to the cocktail party.

What else could she do to ease her anxiety?

A book. She could bring a book.

No. She couldn't do that either. It, too, would send the wrong message.

"Hey, girls! I'll get naked and in the tub with you, and I'm delighted to sip some cocktail with you, but please don't talk to me: I don't wanna talk right now."

Well, guess there is only one way to take it.

Twilight will just have to take a deep breath, and let come what may.

That's what she could do: keep her head down while she was undressing and getting in the tub. It wouldn't seem rude because, of course, she would be in a slippery bathroom and would need to be vigilant of her ~~hoofing~~ footing as to avoid a deadly emergency. She would just stare at her little size sixes, maybe count her toes even, and just keep her eyes on the floor until she was seated.

Still quite hungry, she dove into the other half of her hay sandwich, finishing it before a server came by and asked if she had finished eating. He did not comment on how she managed to scarf down half a sandwich in the time it took him to walk from one table across the dining hall to hers.

Twilight headed back to her suite, Spike still visiting with the Cutie Mark Crusaders (evident in his absence in both the bedroom and the hallway). She headed into the bathroom and veined herself in the mirror, still fully clothed, with no intention of taking anything off just yet.

She stared at her reflection for several minutes.

"Okay," she said aloud at last. "I'll go. I'll go in, have fun, relax, sip a cocktail or two, and pretend like I'm not nervous about this at all. I just won't mention this to Princess Celestia in my next letter, that's all...Yeah, let's go with that."

The Cocktail Party

One came and went, as did two, and then three. Twilight's wristwatch (which she wore to ensure that she wasn't tardy) beeped at her while she was lying on her bed (the one which wasn't wrinkled from being jumped on) reading a book silently. She marked the place in her novel, set her book down on the nightstand beside her bed, and put her feet to the floor. She took a deep breath in through her nose, and out her mouth.

"Alright," she said aloud to herself. "This is it."

She rose to her feet, exited her suite, and knocked on the door to Suite 102: Fluttershy's.

A pale, thin, pink-~~maned~~ haired girl greeted her, wearing nothing but a light-yellow towel wrapped completely around her body, and a pair of pink bunny-headed slippers on her feet.

"Oh, Twilight," she said softly, as anyone would expect her to speak. "You're just in time; come on in."

Fluttershy widened the door and allowed her friend to enter her suite.

Twilight glanced around the room for the girls.

"The others should-"

"Where are the others?" she interrupted, instantly realizing that she not only cut off her friend, but also asked a question she was about to answer already.

"Sorry. As you were."

"The others should be here any minute. I've changed into my birthday suit and have already begun filling the tub."

"Great!" Twilight glanced around a little more. "Where's Angel?"

"He's in the living room," Fluttershy closed her suite door behind her as she pointed to the closed door beyond the bathroom. "I didn't want him to be anywhere near the tub during the party. I wouldn't want him to get hurt."

Twilight blinked twice, trying to imagine a scenario in which Angel could actually hurt himself. "Ah-huh..."

"Since you're here early, Twilight, would you like to change into your birthday suit and a towel while the others are arriving?"

"Um...I guess. Do you have extra towels?"

"Several. They're in the bathroom. Feel free to change in there while I greet the girls."

"Thanks," Twilight replied, heading into the bathroom, where the sound of running water could be heard. She did find a neat stack of towels on a shelf just overhead above a mirror. She rose to her balls, reached for the top towel, and brought her feet down, a plain, white towel in her hands. She closed the door behind her - and locked it - to ensure her privacy. As she turned around, she saw the rest of Fluttershy's bathroom.

There was the usual: a toilet, a shower which actually looked like it could shower the whole party simultaneously in its sheer size, and the biggest Jacuzzi tub she had ever seen. Without any way to measure it and mathematically calcuate its size, all she said to describe it was by shouting:

"Holy crap! This isn't a Jacuzzi tub. It's a Jacuzzi pool!"

Fluttershy overheard her exclamation and giggled.

After being in awe at the massive tub for a few moments, Twilight began to disrobe into her birthday suit.

It was a slow, painful process (to her, anyway), but it was her slowness which seemed to keep her at ease for what felt like several minutes of taking her clothes off.

She started with her shoes. She kicked them off, revealing her stalking feet under the lavender leggings she wore. She lowered herself down to a seated position and slowly removed her leggings, until all of her legs were bare. She rose once again, now feeling the cold linoleum tile below her feet which sent a sheering chill through her body.

"Geez, that's cold!" she gasped.

All the more reason she should get naked a little faster.

She started with her skirt, which she unbuckled and let slide down her legs, revealing her violet panties with the illustration of her forty-two-pointed cutie mark at the crotch. She began to shiver from her lack of clothing. Next came the vest, which was probably the easiest thing for her to remove. Her blouse came next, exposing her bra which matched her panties in every way except they were plain in design. Her whole body was exposed now: her belly button, her legs, her feet and her toes, her arms, her fingers and hands: everything but her genitalia. Her cutie mark could be seen at her thighs*, maybe two inches from her umbilical.

One last deep breath in through her nose and out of her mouth, and off came the clothes.

She started with her bra, reaching back behind her head, finding the strap, untying it, and letting it fall to her feet. She faced the mirror, her arms wrapped around herself in an effort to keep her body warm, but failing. There they were: her soft, plushie little C-cups. Her girls. Her breasts. Whichever terminology was appropriate for the pornographer Twilight felt she was impersonating right now. She shyly stared at them - not quite proud of them - and soon realized how little they were. Sure, they were C-cups, but they were still petite, and, anyone's eyes but Twilight's, quite adorable really. She turned around, trying to keep an eye on the mirror as she did, still shivering so much her teeth began to violently chatter. She kept an eye on her rump as she grabbed her panties, and began to bring them down her thin, pasty legs to her feet, stepping out of the leg-holes, and parting them to the pile of clothes she left on the floor with her toes.

Now she was completely and utterly nude as a newborn baby. Another glance to her rump in shame and embarassment. Had anypony been witnessing this event, they would realize that Twilight had issues with her body and how...unappealing she believed it to be. She was fortunate to be alone.

She reached down for her towel, wrapped it around her torso, and tied an improvised knot at the breast, in order to keep it from falling off suddenly (not that that would matter for long).

She gathered her clothes up into a ball, unlocked the bathroom door, and slowly opened it.

"HEY, TWILIGHT!" all five of her friends shouted at once.

"AHH!" Twilight threw her hands up in the air, letting go of her clothes as they flew through the air and, piece of by piece, fell in a heap, a pair of pants landing on Twilight's head.

Her friends giggled, all of them in towels just like herself.

She grabbed ahold of them and threw them down with her other clothes.

"Are you ready to party?" Pinkie Pie inquired gaily, anxious to strip off her towel and dive into the tub.

"Uh, yeah, I guess," she stepped aside, letting her friends pass her by. Everyone except Fluttershy and Twilight threw off their towels and dove into the tub.

Twilight was paralyzed in the half-second between the tossing of the towels and the girls immersing themselves in the bathwater. Fluttershy, the only other person who hadn't participated, crept up behind Twilight.

"Are you alright, Twilight?" she asked quietly.

"Hmm? Oh, yeah, I'm fine."

"Aren't you gonna get in the tub with the others?"

"Oh. Yeah. Here I go."

Twilight dropped her towel, not caring about its rather inconvenient location in a heap on the floor. She tiptoed (being that she could hardly stand how cold the tile was under her soles) to the tub, and, one leg at a time, stepped in, and immersed herself. The next thing she knew, she was seated, and still as naked as a newborn baby. There were her friends: all up to their breasts in water. Twilight remained calm. She looked over to Fluttershy, who had vacated the room.

"Where's Fluttershy?" she asked, leaning against the back of the tub.

"Getting Spike," Rarity answered, putting her hands behind her head.

"Spike? Why? He shouldn't see us like this!"

"You mean naked? Darling, it's all good. We're all friends here."

"You can't just use the same argument over and over again, Rarity. At least, not for this situation."

Rarity groaned under her breath. "Fine. Spikey Wikey is serving us the cocktails. He'll be our personal bartender for the occasion."

Twilight's eyes widened.

"Spike!? But he's like ten years old! And male!"

"Wa- e- eh- so?!"

"So, should we really be exposing him to our...our nudity?"

"Rehlax, Sugarcube," Applejack said. "Spike's not gonna take anything outta dis. 'e's just bein' a gentleman an' catering' ta our festivities."

"How would you know that? He's never seen us in the nude before. Not even me."

"Twilight, does Spike even figure he has a chance with us?" Rainbow Dash asked. "And by us, I mean Rarity? She's way older than him!"

Rarity flicked the person sitting beside her in the tub.

"Ow! Damn, that really hurt!" Rainbow Dash put her hand to her bruise.

"So did what you said, Dash."

Rainbow did not reply.

The sound of a door opening was heard, and Fluttershy returned with Spike, who was witnessed holding a tray of red, blue, and green beverages.

"Here you are, my good ladies," he said, presenting an ever-so-large grin on his countanence. "There's cherry, blue raspberry, and green apple."

"Spike! Dose areh redic'lous flavors for'h cock'ails!" Applejack protested.

"Where'd you get the fruit for them, anyway?" Twilight asked, making sincere efforts to blend in with the crowd and take her mind off her naked state.

"The lunchroom," Spike answered. He further outstretched his hands. "C'mon, they're not poison."

"Duh green 'ne sure looks li'e poison," Applejack remarked, reaching for a green-apple cocktail, a little umbrella in it. All of the cocktails had little umbrellas.

Rarity did not protest against the cocktails, nor Spike's presence in front of six of the most beautiful naked ~~mares~~ girls in Equestria. She grabbed a cherry-flavored cocktail, tossed the tiny umbrella over her shoulder, and took a precationary sip as Twilight and Rainbow Dash took the two blue-raspberry ones, Pinkie Pie took the other cherry, and Fluttershy took the other green-apple after she untied her towel - letting it fall to her feet - and carefully immersed herself in the hot, relaxing water of the Jacuzzi.

"Mmm..." Rarity began, the first person to swallow one of the beverages. "This is pretty good, Spikey."

Twilight had spent the whole moment staring at her reflection in the blue liquid. She worked up the courage to try it, and was quite surprised at the result. "Mmm....Rarity's right!"

"Whell, shove an ap'le i' mah mouth an' call me a pony - dis is scrumdidlyomptious, Spike!"

"I...I agree..."

"Yummy!"

"Yo! Where'd you learn to make cocktails, Spike?" Dash inquired.

All eyes turned to Spike, who stood at the edge of the tub, only his head over the ledge due to his menial height.

"Oh, you know: Internet."

Everypony laughed as they sipped their cocktails as Spike exited the bathroom to make more cocktails for the girls.

"So, Applejack, um...you brought Winona aboard, right?" Twilight asked the fellow C-cupped friend, having realized that along the C-spectrum, she was at the smaller end, and Applejack was at the larger end.

"Ah also brought Ap'le Bloom," Applejack laughed, pretending to be drunk from her non-alcoholic beverage. She stopped laughing and took another sip. "Ah...yup, dogs dun't fly, s' dey le'me brin' 'er."

"Where is she?"

"Mah suite, in duh livin' room. She's not ahllowed out so she dun't run away."

"What about when she needs to go?"

"Taken care of."

Applejack was referring to the litter box she had set out in the bedroom for Winona. But things were not going well for her because, as Applejack plainly did not understand, dogs don't use litter boxes: a zoologic detail Twilight pointed out to her.

"Wat? You expect me t' git outta dis tub an' fix mah problems?"

"Um, no?"

"Good. 'Cause Ah ain't budgin'."

Twilight took a sip of her cocktail and turned her attention to Rainbow Dash. "What about you, Dash? How's Tank handling himself?"

"He's fine...he seemed pretty miffed that he couldn't fly anymore, but other than that he's okay. He spends a lot of time in his shell."

"Think he's apprehensive about being half a mile above Equestria?"

Rainbow Dash shook her head. "Nah. He's cool with it. No pet of mine is a coward."

"Is he locked in the living room like Winona is?"

"Nah. I let him explore the whole suite. Even if he somehow gets out, it will take all of thirty seconds for us to find him: a giant, totally obvious green, spotted shell slowly strolling the halls. Plus that'll never happen. I have to come to him to get my greeting he's so slow."

"He is a turtle."

"TORTOISE!" everyone shouted at Twilight.

She made no reply, but her malevolent expression spoke volumes. She sipped her cocktail in silence.

"So, how's everyone liking her vacation so far?" Fluttershy asked, at a reasonable, normal volume for everyone to hear over the low roar of the jets at their legs.

"Fabulous, absolutely fabulous!" Rarity exclaimed gaily, a slight shriek of delight in her voice. "Our first day, and already we're nude hot-tubbing! This is going to be one divine trip for mois."

"Here, here!" Pinkie Pie exclaimed. "It's like a month-long party! Only with all of us being naked. Ooh! We should have one of those parties - you know - those parties where everyone gets naked and has sex."

"You mean an orgy, darling?"

"Yeah! An orgy! We should totally do that sometime!" Pinkie Pie shrieked, sheer excitement in her giant, pink eyes. "It'd be just...just...orgy-riffic!"

"That's not even a word, darling."

"Or an actual suffix," Twilight remarked.

Pinkie Pie frowned for only a second before perking back up from all the orgasmic thoughts running through her mind like the slides of an old-fashioned reel-to-reel at top speed. "Still - I'd love to have one! Anypony else?"

"I guess I could go for one of those," Rarity answered. "Tomorrow at the earliest: give me a chance to wear some clothes before I have to take them off again."

"It doesn't have to be tomorrow," Pinkie Pie replied.

"Oh. Well, whenever it would be, I'm in."

"Me too," Rainbow Dash added. "I'm not missing an orgy."

"Me dree," Applejack said.

"I guess I'm in...I...I wouldn't wanna disappoint anypony."

"What about you, Twilight?" Pinkie Pie asked, turning her head to her left to look at her friend.

Twilight was seen holding her near-empty cocktail with both hands, the straw in her mouth as she quietly slurped.

"I'll, uh...yeah, sure, I'll go." She eyed Fluttershy.

"Whee!" Pinkie Pie exclaimed.

"When will it be?"

"I dunno. When do you girls want it?"

"How about this weekend?" Rainbow Dash suggested. "Give us some time to build up our estrogen levels so we can have a massive orgy!"

"I don't think girls ejacu-"

"Whatever!" Dash snapped in interruption.

"All in favor?"

"I!" everypony raised a hand, the only other free one they had.

"It's settled then. We will have our orgy - or, sex party - this weekend. That'll give anypony who's nervous some time to work up the courage. But of course, anypony who has the will to be in this tub right now can no doubt attend the orgy."

Twilight took the straw out of her mouth, and pondered Pinkie's statement. Unfortunately, she did not have long to ponder.

"Ooh! Should we invite Spike and Princess Cadence and Shining Armor and Big Macintosh and Granny Smith, too?"

Everyone but Twilight looked at Pinkie Pie with perplexed looks on their faces, Twilight digging a mental tunnel of thoughts in a wonder.

"Darling, don't be ridiculous," Rarity began. "Princess Cadence and Shining Armor are a married couple. They have plenty of sex on their own. Inviting them is a no-no. Besides, even if we invited them, I sincerely doubt they will attend anyway. Orgies are for people like us: single, lonely, and though heterosexual, so attracted to one another anyway that we cannot help but experience some form of sexual comfort in one another. I can't quite explain how any of that works out, but its truth is evident in our behavior, darling."

I could probably do some research and figure that out, Rarity Twilight thought to herself.

"Oh. Okay," Pinkie Pie said. "What about the others? What about Spike?"

"Big Macintosh would just male up the place, Granny Smith is too old, and no Spikey Wikey of mine is getting caught up in an orgy - not even to take pictures if we even wished to document it."

"Huh," Pinkie Pie began. "Yet you let him waltz in here and serve six completely naked, pubescent girls cocktails as they immerse themselves in a tub of hot water?"

Rarity softly scoffed. "Don't tell me how to handle my Spikey Wikey or I - in sweet Celestia - will end you."

"Hmm. Very well," Pinkie Pie crossed her arm below her breasts as she held her half-empty glass with her other hand. "What about another one of these cocktail parties? Does anypony wanna have another?"

"Yeah, sure," Rainbow Dash replied.

"I could go for another," Rarity answered.

"Ah could, too," said Applejack.

"Me too," Fluttershy said.

"As can I," Twilight began. "This is actually way more fun than I thought it was gonna be. And boy - am I gonna sleep tonight! I'm so relaxed right now, despite the excitement."

Spike quietly entered the room without anyone noticing, a full tray of cocktails in his hands.

"Me too, Twilight!" Pinkie Pie exclaimed. She leaned in closer to Twilight to whisper, "And horny."

"What?" Twilight asked, also in a whisper.

"Hor-ny," Pinkie Pie repeated slowly.

"Eww, Pinkie Pie! TMI!" Twilight gently splashed her friend in the face with her free hand. "I didn't need to hear that."

"Hear wat?" Applejack asked.

"Oh, nothing," Pinkie Pie blushed, scooting herself back to her original spot in the tub, faking a big grin.

"Pinkie Pie was just telling me how I simply must know how bucking horny she is."

Everyone but those two gasped. "Pinkie!"

"What? We're all thinking it. Don't tell me you're not all horny."

"Ahem!" Spike coughed. He outstretched his tray, pretending not to have heard that sexually intimate conversation.

"Oh, uh, Spike," Pinkie Pie began to prespire with humiliation. "How long have you been standing there?"

"You heard all that, didn't you, Spike?" Twilight asked.

"Yup," he said.

"I'm sorry."

"Eh. Here's your cocktails." He set the tray down on the edge of the tub. And started an egress. "I have one quick question, though: what does Pinkie Pie mean she's horny?"

"That's none of your cocern," she said dismissively.

"I'll tell you tonight after the party when we're alone, Spike," Twilight said. "In the meantime, I think it would be best if you just made your leave: go play with the Cutie Mark Crusaders or something."

"Aww, I've been doing that all day!" Spike whined as he parted.

"Your coloring book's in my napsack: and so are your crayons."

"Oh, boy!" Spike hurried out of the bathroom.

Twilight giggled.

"And don't worry," Pinkie Pie hollered, rising to her feet in the tub. "We won't invite you to the orgy!"

"PINKIE!" everyone barked.

Author's Note

*I am well aware of the established (i.e. canon) location of a humanized pony's cutie mark. I know it's allegedly supposed to be on their flanks, or, in human terms, the side of their buttocks. But I always imagined if I had a cutie mark, that's where I'd want it to be. And if I use one of my play tattoos of a cutie mark, that's also where I'd put it. I'd have to tell you, because there would be no available visuals for it.

Bump in the Night

Pinkie Pie's comment was not forgotten, but it was pardoned. They remained happy and in conversation until the water became uncomfortably cold. The girls, one by one, climbed out of the Jacuzzi, grabbed a towel, dried themselves off, and returned to their individual suites to change into some cozy, warm pajamas as part of their continued relaxation.

With her suite empty, Twilight was free to rummage through her closet for a nightgown and was at liberty to put it on right in her bedroom. She figured Spike was visiting with the Cutie Mark Crusaders still, and decided to check up on him and them.

She knocked on the door.

"Come in," a youthful, female voice said, sounding like Sweetie Belle.

Twilight stood in front of the door, crossing her arms and tapping her foot.

"Oh, right," Sweetie Belle hollered. Some thumping and bumping was heard as her footsteps got closer and closer to the door. Then it opened, a small girl in a white dress at the doorway. "Hey, Twilight."

"Evening, Sweetie Belle," Twilight began. "I wanted to check up on you guys."

Sweetie Belle widened the door and revealed the humongous furniture fort, which took up nearly the entire suite. All the nightstands, both beds, all the tables and chairs, and even the desk was used in its construction. It towered to the ceiling and could not be penetrated by any invading force.

"Hey girls," Twilight said to the six eyes which stared back at her. "And Spike."

"Hey, Twilight," they all said in unison.

"I was wondering if Spike wanted to return to our suite. It's getting late."

"But it's only-" Spike began.

"Spike, you're a little boy. Now, the girls and I are done with our Jacuzzi party, and I'm getting kinda tired. You should be, too. Now come with me. You'll have plenty of time to play with the Cutie Mark Crusaders on this trip. We're not going home tomorrow, you know."

"I know," Spike said.

He climbed out of the massive fort of furniture and followed Twilight back to their suite. He grabbed his pajamas from the closet, headed into the bathroom, changed, and came out, his green hair disheveled and his eyes droopy. He yawned.

"Goodnight, Twilight," he said, climbing into his huge bed, which was also disheveled from all the jumping on it he had been doing.

"Goodnight, Spike."

But it was not a good night for Twilight. Yes, she was indeed tired, after her body spent what felt like hours in the hot, refreshing water of Fluttershy's Jacuzzi tub. But, for some reason, she could not sleep that night. Images of the girls' naked bodies circled her mind, causing her body to become stimulated with sexual anticipation and anxiety. But of course, this tension was unnecessary since Twilight was simply trying to go to sleep. She tried closing her eyes, tossing and turning, and even got up, refluffed her pillow, and remade her bed before getting under the covers and attempting to sleep again. It was no use. Her body still refused to sleep. It was almost as if something was missing. But what?

Fluttershy was the perosn in particular she thought about. Her soft voice. Her gentle demeanor. Her unqestionably sexy body with the softest, silkiest skin she had ever seen; the way her hair was parted over her head.

Twilight had a growing curiosity for Fluttershy. Her body was undeniably attracting her giant eyes. Her breasts were perfectly sized, and even Twilight had to admit how "yummy" her vagina looked as she stepped into the tub. She was bucking irresistible!

Famished for her love, Twilight threw the covers over her and put her bare feet to the floor. She looked over her shoulder to Spike, who was definitely dreaming in his bed. She quietly rose to her feet, and exited her suite. She tiptoed right next door to Suite 102: Fluttershy's suite. She softly knocked on the door.

A quiet, "Hmm?" was heard.

A few moments later, Fluttershy - dressed in a yellow pajama top and bottoms, her triplet of small, pink butterflies on her bottoms' flank. She looked sleepy, as if she were about to go to bed. The light on her nightstand was still on, and her bed did not look like she had been tucked in yet.

"Oh, Twilight," she yawned. "What are you doing here at this hour?"

"I..." Twilight had not thought her sentence through. So she cut herself off. "Uh...may I sleep with you?"

Fluttershy gave her a confused look through the sleepiness. "What?" she asked, unable to process what Twilight had just inquired of her.

"May I sleep with you?" Twilight asked with more energy.

Fluttershy was unsure of how to respond, and her sleepiness was impairing her decision-making abilities. Twilight was embarassed to ask such a thing of Fluttershy. And it was accurate to say even she was mildly surprised at the answer. She believed it came from the sleepiness.

"Um...okay...c'mon in."

Fluttershy stepped aside and let Twilight into her suite. She then walked around her bed to the site of the nightstand, and quietly crawled into bed. Twilight watched in fatuation. Then she got into bed on the other side, scooting herself as close to Fluttershy as possible.

"Wh-what are you doing?" she whispered.

"Getting into bed," Twilight answered. "Just making myself nice and cozy."

"You...you meant you...wanted to sleep in the same bed with me?" she asked.

"Yeah...I mean, if that's okay with you."

"Hey," Fluttershy tried to give Twilight a gentle flick, but was too weak to succeed. "That's my line."

Twilight laughed quietly. "I know." She paused. "G'night, Fluttershy."

There was no response.

Twilight looked over, only to find that Fluttershy had already fallen asleep.

Consumed with infatuation for her friend, Twilight snuggled up close to Fluttershy, and effortlessly drifted off to sleep, her arms wrapped around Fluttershy, the two girls as close to each other as could be.

Preparation

Twilight awakened to find herself still in Fluttershy's bed, Fluttershy herself still quietly sleeping beside her, not snoring, for her breathing was far too gentle and relaxed for such an outrageous commotion. Fluttershy looked so peaceful when she was unconscious. The sight of her sleeping made Twilight smile.

As she lay in bed, she wondered if Fluttershy was really open to this progression in their relationship. She looked pretty tired last night after the cocktail party, and she was probably mainly talking from sleepiness rather than consciousness in the brief moments of their conversation. She was so kind and accepting. Granted, she was the Element of Kindness, but she just let Twilight in and sleep with her. That didn't really sound like Fluttershy. But, then again, she was formerly a doormat, and it's not like Twilight had any sexual intentions. Well...for now.

She lay in bed a while longer, until she heard the sound of what sounded like Fluttershy starting to stir. A moment later, and she was able to confirm her observation.

"Good morning, Fluttershy," she said.

Fluttershy sat up, rubbing her eyes. "Euh?" She cocked her head in the direction of her friend's tender voice. "G-good morning, Twilight."

"Thank you for letting me sleep with you," she blurted.

"W...what?"

"Thanks for letting me sleep with you."

"Oh...uh...you're welcome."

Fluttershy threw her covers off her body and put her feet to the floor of her side of the bed. She rose and took a few steps in the direction to the bathroom, as if she had to empty her bladder. She turned around when she neared it to notice the other ~~mare~~ girl had not moved in bed.

"Is something the matter, Twilight?"

"Hmm? Oh, it's nothing."

"A-are you sure?" Fluttershy took a step towards the bed.

Twilight sighed. "No...I'm not sure."

Fluttershy approached the bed until her knees touched the bedding. "What's wrong?"

"It's just that...I'm not sure how well I can handle the orgy this weekend...I'm not sure I can even attend."

"What? Why not?"

Twilight looked longingly into Fluttershy's beautiful, teal eyes, an expression of guilt and sorrow glinting behind those giant pupils of hers. "I'm...I'm scared."

"Scared? Well, why would you be scared? You have nothing to be scared of, Twilight."

"It's just that...I'm not really comfortable with taking my clothes off in front of everypony...I didn't wanna say it at the time and have everyone's naked bodies staring at me, but I'm probably gonna have to sit the orgy out."

Fluttershy crawled onto the bed and sat next to Twilight. "But...Twilight...it won't be an orgy without you."

"Fuck the orgy then," Twilight pouted.

Fluttershy gasped. "Twilight! Watch your language!"

"I'm sorry," Twilight rolled her eyes.

"Look...to be honest with you...I'm a little scared of the orgy, too."

Twilight slowly turned around to look her friend in the eyes. "You...you are?"

Fluttershy nodded. "Mmm-hmm. I'm, well...ashamed of my puny little body-"

"Ashamed? What do you have to be ashamed about? You have a great body!"

Fluttershy blushed. "You're just saying that..."

Twilight shook her head. "No, really!" She reached across and grabbed Fluttershy's breasts. "Look at these little things! They may be smaller than mine, but they're adorable!"

Fluttershy was struck with both a sense of pleasure and discomfort when her friend's fingers became glued to her girls. Because of the distance from her in the bed, Twilight had virtually no choice but to squeeze them a little without necessarily desiring to. She moaned deep down, but not audibly.

Twilight retracted her grasp and sat herself upright, all of her from her waist down still under the soft, comfortable blankets. "My body is the one to be ashamed of."

"Don't say that," Fluttershy retorted. "Your body's wonderful."

Twilight didn't blush, but she accepted the compliment. "Thanks."

"Well...you know what people who are scared do to help themselves?" Fluttershy asked.

"Um...lock themselves away from society?"

"No. They practice. It eases their anxiety since they know what to expect and what to do when the real event comes."

"I see."

"And...well...m-maybe I could help you practice so you're comfortable for the orgy? And...at the same time...you could help me?"

Twilight did not reply.

"I have dildos...I snuck them in with my luggage when we boarded...just in case I needed them."

Twilight still did not reply.

Fluttershy began to prespire. "Okay...when I told you that, I thought you could at least dignify that embarrassing statement with a response."

"You...wanna practice with me?"

Twilight did not wish to reveal her undying desire for sexual activity with Fluttershy - one-on-one - which she secretly was craving. If they practiced for the orgy together - just the two of them - she would get her wish. Sure, it may be done shyly (her name is Fluttershy, after all), and it may be done with a little less craving than she would like ideally, but it was better than sitting around her suite with a dildo in her vagina, hoping that Spike would not get bored with the Cutie Mark Crusaders and return to the suite, only to find a butt-naked Twilight Sparkle on her bed with a sex toy deep inside her. She would rather have somepony catch her and Fluttershy doing it in practice together. No matter who it was who found out. Then at least they were together for the surprise.

"Sure...why not?" she asked. "T-that's what friends are for: helping one another through each other's sexual ordeals."

Twilight made no reply.

"I'm gonna go take a shower...I was thinking maybe you could join me and practice taking your clothes off in front of another person."

"That...would be wonderful," Twilight smiled.

Fluttershy grinned. "Great! I'll go start the water. But I'm not undressing until you're in the bathroom with me. Get up whenever."

Fluttershy hopped off the bed and headed into the bathroom, disappearing behind the door. Twilight threw the blankets off of her and followed her pink-haired friend inside. Fluttershy was just starting the waterflow when she entered.

"Are you ready?" she inquired when she noticed the presence of Twilight.

"Ready as I'll ever be," Twilight replied.

Fluttershy turned around and faced her friend. "To be honest, I'm not wearing anything under this. Not even panties...Do you wanna go first?"

"Aw, hell," Twilight pulled her pajama-shirt off and threw it down at her feet, revealing her lavender bra which hugged her gorgeous C-cups. She then slowly had her pajama-bottoms fall to her feet, where she stepped out of them and yanked them from her toes to the linoelum below her soles. Her panties were now visible; she visibly shook from being cold. "How about you go and then I'll finish?" she asked.

"Before I do...how was it? I was right here the whole time, you know?"

Twilight refused to admit that since she was getting naked in front of Fluttershy - and only Fluttershy - that this activity was proving to be far less helpful than she had anticipated.

"It was...okay," she answered.

Fluttershy's grin returned. "Alright...here goes."

Fluttershy slid the sleeves of her nightgown down her arms until they fell past her hands, where the rest of her gown fell into a pile at her little feet. She stepped out of it.

She took a deep breath. "There...I'm...I'm naked."

Twilight took a deep breath. Sure, undressing out of her pajamas when she has her underwear on was not too much of a worry. But undressing completely: that was a different story. She started with her panties. She grabbed the sides. She looked over at Fluttershy, who stood there in the nude, every inch of her fragile, pale body out in the open. Twilight looked a little harder, and could make out the juicy, irresistible, plushy little vagina of her friend. How tasty it looked...how tempting...how pink and yummy...Something snapped inside Twilight that moment. And whatever it was, it was powerful.

She stepped out of her panties, and - without thinking - tore off her bra and lept to Fluttershy, putting her tongue right up to Fluttershy's vagina, and giving it one long, satisfying lick as her partner moaned with pleasure from the unsuspecting sexual affection she received after being gently slammed against her bathroom wall.

Having realized what she had just done - this recent action being quite repulsive in nature - Twilight backed away from her friend's crotch and scooted backwards on her butt with the force of her palms across the tile of the bathroom.