Undisclosed Desires

by Peppy Greyskull

Rating: mature
Tags: Sex, Twilight Sparkle, My Little Pony: Friendship is Magic, Other, Romance
Length: 16045

Twilight struggles with a deep-seated secret that has troubled her for her entire adult life. Contains Foalcon.

Twilight has spent years studying under Princess Celestia, keeping her secrets and maintaining appearances, but not everything can stay hidden forever. Eventually, even the most tucked away desires will come to light.

Fair warning: Contains foalcon that will likely involve many adorable little fillies and one sexy librarian.

Not entirely sure where I'm going to take this, but I can guarantee that she'll eventually choose just one (or maybe have a little filly harem, who knows?) I'll add tags when appropriate.

Published 2012-12-31 21:40:02 UTC
Last updated 2013-06-03 00:44:32 UTC

Chapter 01.01

Undisclosed Desires
by Peppy Cloppingskull
Chapter 01.01

The summer sun shone brightly upon the swaying branches of Ponyville's Books and Branches library, illuminating the lush leaves and rough bark. It was a beautiful day, filled with the giggling of foals and the bustle of the town's busy marketplace, and each and every pony not bound by other obligations was out enjoying everything the warm afternoon had to offer.

Everypony, but one.

Within the enchanted walls of the massive oak sat a solitary mare, her typically bright, purple eyes dulled as she glanced over the vast store of knowledge surrounding her. She sighed, a sound that the normally cheerful mare was reluctantly becoming accustomed to making.

Another huff escaped the lavender mare's lips as she thought back to her current mood's start and, unsurprisingly, the cause of her extended lack of motivation to partake in her normal routine of perusing the shelves around her.

It had started as another normal day, albeit an early one. Twilight went about her morning routine expediently, making sure her bed-mane and tail were straightened out and her teeth cleaned, then started on the afternoon's preparations. Rarity was supposed to be coming over early to get help modelling for her dresses, so everything had to be out of the way for her materials. Tables were moved, loose books sorted away, and even the traces of her late night study session got tucked away for later.

The lavender mare stepped back and beamed proudly at her efforts when a knock sounded at the door. With a bright smile, she trotted to the door and opened it to find her snow-white friend smiling eagerly back at her from the other side with a multitude of dressmaking supplies floating in her crystalline aura behind her. With a warm 'good morning', Twilight welcomed her friend inside and helped her organize the floating chaos before beginning their now-routine session.

The morning flew by as they enjoyed the combined get-together and work session, chatting about their past week's happenings as needles stitched and fabric was set. As the ponies sat about the lunch table prepared by the young librarian, Rarity set aside her silverware and batted her eyes at her friend, drawing the other unicorn's attention.

"So, Twilight, dear. Have you seen any mares or stallions that have caught your eye?" The purple mare gave the fashionista a disapproving glance, but she wouldn't be dissuaded. "Oh, I know I ask every week, but I'm just worried about you. It's simply dreadful that you haven't found a special somepony to spend your time with.

"Why, just the other day I was visited by this lovely young mare from Trottingham and-"

Twilight sighed again and pushed her unwanted salad across the table. The fashion-minded unicorn certainly brought the same question up week after week and was answered with the same 'I just haven't given it any thought' each time.

"Curse it, Rarity.... Of course I have my eyes on somepony, but...." Twilight begrudgingly lifted herself from the plush pillow she had been sitting upon since her socially apt friend had left and climbed the stairs to her bedroom with the haste of a cripple. With practiced caution, she parted the curtains to her balcony and gazed down upon the pony that had stolen her heart.

Or, rather, ponies.

Her lilac eyes followed the small group of fillies as they pranced and giggled about the town's central fountain, occasionally jumping into the cool water and splashing about. Her vision trailed across their soft, wet fur, taking in the beauty of such innocent and supple creatures. Twilight's gaze lingered as one of the fillies unknowingly flashed her cute, pert backside towards the mare causing her breath to catch in her throat.

The studious mare's hoof snaked slowly down her body and rubbed gently against the warming mound between her legs. She gasped at the first touch as she always did, but soon melted into the experienced work of her own ministrations.

It was the same ritual as every week since Rarity had first asked for her assistance. The mare would come and inquire about Twilight's love life and she would respond with depression that could only be alleviated by one of the two things she truly loved more than books in this world: Fillies.

She moaned into a pillow she had levitated over from her bed as her distracted hoof brushed against the swollen nub that was her clitoris. A shudder ran through her body when she pulled away to cool off, not wanting to come too quickly lest she miss out on the wonderful show below.

Her once-sour mood was quickly lost and, with a soft smile, she turned her mind to her first crush as she renewed her tentative hoofing, all while keeping her eyes locked on her delightful, nubile showmares.

It was a typical first crush, a young filly about her own age taking the same beginner's mathematics class. She was definitely the cutest in her class, a fact that the lavender filly made importantly clear when she asked the girl to be her fillyfriend. She of course liked all of the other fillies, but there was just something about the smaller pony that captivated her.

It wasn't clear then, but as she and her classmates grew older their interests in ponies began drifting away from her own. Where the fillies and colts began pining after their teachers or older friends, Twilight remained focused on her petite underclassponies. It became less of an issue over time as she began excelling in her studies and grew less interested in the ponies around her and more immersed in her schoolwork and magical studies, but her eyes always tended to linger whenever her little dragon assistant wasn't looking.

Twilight groaned into her pillow again as she began stroking herself with renewed vigor and working her soaked hoof deeper into her winking folds. No longer was she the clueless little filly unaware of the odd infatuation, but with acceptance and adulthood came new worries. Worries of being discovered, ridiculed, and hated.

She bit her lip to hold back the scream she knew would be heard across the town square as she finally hit that wonderful crescendo and set her haunches ablaze with pleasure. Her entire backside quivered intensely while her peak rode its course and flooded the already sopping floor with her orgasmic juices. Twilight lay there in a puddle of bliss, her hot breath heaving into the abused cushion until she once more had control over her hind legs.

With a heavy sigh, she pulled herself from the ground and set about cleaning her shame. Rarity was due to return with Spike within the hour and it wouldn't do to have the room smelling of mare.

Twilight paused in her work, the soggy white cloth held in her magical aura stopping mid-wipe as her mind turned back to the cause of her little cheer-up session. "Of course I like some of the ponies around town...." Her eyes trailed off to the fillies prancing just outside her home as she heaved another sigh, this one letting loose the built-up depression of having undisclosed desires. "But how am I supposed to tell you that I love fillies?"

~{U}~{D}~

Author's Note

Author's Notes: A new story already off to a... *cough* good start by none other than myself. If it isn’t obvious where this one is going, then I say good! Because it hasn’t been planned out AT ALL. It could go anywhere, involve anypony that isn’t male, or end up any place! Only time (and my imagination) will tell! Anyhoof, Peppy out~!

P.S. My editors had no idea about this ‘cause secrets. I figured it’d be funnier to see them wondering where the hell it came from when I ‘hadn’t been writing’.

Chapter 01.02

Undisclosed Desires
by Peppy Cloppingskull
Chapter 01.02

Twilight grimaced as the lingering scent of her arousal flowed past her and out the balcony window, the pungent odor almost strong enough to overwhelm her sense. “Well, at least Rarity and Spike didn’t finish early. That would have been a bit hard to explain to the little guy.” She took a deep breath of the fresh summer air and smiled. “Well, I might as well go and do something! No need to waste such a beautiful day moping about.”

With a flick of her magic, the young librarian pulled the star-speckled drapes back over the balcony window and trotted downstairs and out the front door, locking it on the way past. Without any specific destination in mind, Twilight sauntered down Ponyville’s busy streets, smiling and greeting her fellow ponies in passing, until she stood before the brightly colored confectionary shop and its intimidatingly aromatic aura. She hesitated for a moment, debating on whether or not her lunch had been enough before her stomach protested against her rational mind. “Of course you’d want more food. Well, I guess a cupcake couldn’t hurt... and it definitely smells as delicious as usual.”

With her stomach’s second urging, Twilight strode through the shop’s door, her arrival announced by the tinkling of the door bell. “Oh! Hello, dearie! How are you today?”

Twilight smiled at the plump mare monitoring the counter as she trotted close. “Hi, Mrs. Cake. I’m doing fine. Just a little bit hungry, is all.” Almost on cue, her stomach grumbled setting the mare into a crimson blush. “Eheh.... Maybe I’m more than a little hungry, but it won’t be long till dinner. May I get a double chocolate chip cupcake?”

“Of course! Just give me one moment.”

With that, the pink frosting-maned pony trotted off into the kitchen leaving Twilight to gaze about. The unicorn paused when she noticed a distinct lack of a couple somethings. “Are Pinkie and Mr. Cake gone today? It’s awfully quiet.”

Cupcake poked her head through the kitchen’s door and nodded quickly. “Oh, yes. Carrot is taking the twins to visit family in Manehattan, so I’m having Pinkie make the deliveries for me.” She smiled brightly and trotted back out to the counter with Twilight’s dark confection in tow. “You know. Could I ask you for a favor, Twilight?”

The lavender mare blinked at the sudden request, having been distracted by the mouthwatering treat before her, but quickly nodded her affirmation. “Well, in my rush to get Pinkie out with the orders for this evening, I forgot that Miss Cheerilee was having a late session with some of her students and that she had ordered a large batch of muffins. Could you be a dear and take these over to her? I’ll make that and your next order on the house!”

Twilight chuckled and took up her cupcake and a small, white box of muffins in her magic. “Sure, I’ll take them. You don’t have to worry about paying me back, either. I’m certain this will be,” she took a bite out of the chocolatey cake and fought back a moan. “Oh, that’s definitely payment enough.” She wasted no time in taking another chunk of sugary goodness into her mouth before nodding to the store’s benefactor and turning to leave.

“Thank you, Twilight! Have a nice day, dear, and I’ll be sure to credit you for next time, too!”

She smiled as she stepped back into the afternoon sun, her once dark mood now brightened significantly. Another deep breath filled her lungs, this one filled with the sweetness of baked goods, as she started the short journey to the town’s sole schoolhouse.

She allowed her mind to wander as her hoofsteps mingled with those of the ponies around her and found her thoughts drifting back to the gaggle of foals. The way they laughed, their carefree nature, how their tiny flanks would ripple with the faint bit of childhood chubbiness; everything about them was amazing. But I still can’t be with any of them....

Twilight stopped mid-step and stamped a hoof. No! You’re in too good of a mood to let it go to waste like that! You’re going to march right over to Cheerilee’s schoolhouse, deliver the muffins, and maybe hang around to have some fun! She nodded firmly, tightening her magical grip on the muffins, and resumed her brisk walk. Besides, it’s not like it’s illegal.

The lavender unicorn nearly tripped over a loose stone as the last lingering bit of her thoughts finally registered in her mind, but a quick stumble and skilled use of magic saved herself and the delicate confections she was delivering. It’s.... It’s not illegal, is it? The mare nearly squealed in delight at the sudden revelation, but years of practicing self-control saved her from further embarrassment. Sure, I'll have to research and make sure, but if it's true...!

She quickly recovered her pace and even began to gain speed as the bright red school building popped into view when she turned the corner. Even from this distance, she could hear the cheerful laughter of the schoolfoals as they played about the schoolyard and it only served to improve her mood. With her destination in sight and the chance to talk with the gathering of fillies and their teacher, Twilight quickly closed the distance to the front door.

Before she even had the chance to knock, the school's door was flung open and from the threshold raced a trio of fillies who promptly tackled her to the ground. “Hi, Twilight!”

The unicorn’s ears rang from the excessive exclamation, but Twilight couldn’t bring herself to scold the band of friends. “Hey, girls. I’m guessing you’re here for Cheerilee’s extra lessons?” She was met with fervent nodding from the three crusaders currently crushing her stomach. “How did you know I was coming, though?”

“We saw you from the window!” Scootaloo pointed to a window just beside the doorway, then looked up at the floating box as expectantly as her friends. “So, are those for us? Cheerilee said she ordered muffins, so those have to be them!”

“Oh, can we please have one now? We promise we won’t tell anypony!”

“Yeah! We ain’t gonna tell nopony!”

Twilight almost caved as the trio of large watery eyes assaulted her senses, but a soft cough drew all four ponies’ attention back towards the mulberry mare standing in the doorway. “Now girls, you know better than to be greedy like that. You’ll all get some muffins when everypony has the chance together.” A collective moan of dismay echoed from each of the crusaders as they climbed off of their escaped prey. “Why don’t you go collect the other fillies so we can get started, hmm?”

“Yes, Miss Cheerilee.”

The librarian sighed in relief as the treacherous trio raced off, screaming about pony wrangling cutie marks, and, with a little help from the flower-flanked teacher, she was back on her hooves. “Thanks for the save there, Cheerilee. You would have been down three treats if you hadn’t stepped in when you did.”

“Oh, it’s my pleasure, Twilight. Those three can really be such a hoofful, but they’re good fillies at heart. I really hope you aren’t upset with them for ambushing you like that.”

The schoolteacher glanced worried at the unicorn, but Twilight brushed off her concern with a smile. “No, I’m fine. I love fillies, after all.” She froze as the last words escaped her lips, mentally smashing her skull into a wall for letting something slip so casually due to her wonderful mood, but her fears were soon proven to be baseless as Cheerilee just laughed.

“They’re wonderful, aren’t they? I love all of the foals, after all. There’s just something magical about being such an important figure in the lives of ponies and helping them become the mares and stallions they aspire to be.” She chuckled again and motioned to the floating goodie box. “Mrs. Cake forgot to send my order with Pinkie, didn’t she?”

“Oh, yeah. She asked me to bring it in return for a free cupcake and who am I to refuse such a great offer?” Twilight grinned and set the box on the teacher’s desk before taking a chance to look around and relive the wonderful moments of her times in school barring magical kindergarten. “What are you going to be teaching today?”

“Oh, just sex ed. It’s getting to be that time of year, after all and we have to make sure the fillies and colts that are coming into that age are prepared for it.” She sighed softly and turned to Twilight, but paused at the stricken look on the mare’s face. “Twilight? Are you okay? You aren’t hurt from the fall are you?”

The librarian shook her head, snapping herself out of the stupor she was in. “Fine! I’m fine! Sorry, just got a little distracted is all.” She chuckled nervously as she scratched her head and glanced through the window to the incoming foals. Oh, horseapples! I don’t know if I can do this! There’s just too much to risk and I haven’t even confirmed if it was-

“Oh, I know! Why don’t you stay and help? I’m sure the fillies could benefit from your knowledge and it always helps to have another set of hooves on the job.”

Cheerilee beamed happily as Twilight’s eyes darted around the room, hoping for a chance to escape until the room was flooded with the rapping of dozens of tiny hooves on wood floor and sealing her fate. “S-sure.... I’d love to help.” Her grin stretched as widely as it could, carefully masking the panic that was currently racing through her bloodstream.

~{U}~{D}~

Author's Note

Author's Notes: Another one out with the swiftness. It's only short 'cause it is supposed to be (plus I wanted to get it out today since it would improve on the already minimal first chapter). Hope you enjoy the awkward set-up that is going to be brought about shortly. Anyhoof, let's see if you can guess who the first fillies are gonna be. Leave a guess down below.

Chapter 01.03

Undisclosed Desires
by Peppy Cloppingskull
Chapter 01.03

Twilight sat at the head of the class, having found a spot by the teacher’s desk, and watched with great discomfort as the fillies gathered in a half-circle to stare up at her and the chalk board. She swallowed nervously and took stock of all of the fillies she could remember from the group, hoping that working her mind would bless her with the endurance she knew she’d need for the torturous, albeit short, class. Sweetie Belle, Scootaloo, and Apple Bloom. I guess it makes a little sense that they’d come into season at the same time. They do everything together.

Her mind began to wander as her last thought repeated itself in her head, teasing her with images of exactly what they could do together. She froze as she felt her tail twinge and instantly began berating herself. No! Thats not what you want happening now! Just focus on the list.

The next set of fillies she knew almost as well as the crusaders from their mothers' constant doting. Ruby and... Dinkie? Isn’t she...? Well, I have known a few other early bloomers, so that’s not as strange as I’d thought. She smiled at the girls who beamed and waved back at her before shifting on to the final trio. Ah, Silver Spoon and Diamond Tiara. Everypony knows them now and, judging by their faces, they must be late, but who is this?

Twilight eyed the pink filly curiously, unable to conjure up a name from her vast stretch of memory. Nothing about the earth pony even hinted at forgettable from the strange mixture of purple and white in her mane to the disturbing swirling that replaced her pupils, but she just couldn’t remember having ever seen this filly. The young librarian leaned discreetly towards Cheerilee and carefully prodded the busy mare. “Hey, Cheerilee. Who’s the filly on the end over there?”

“Oh, that’s Topsy Turvy. She’s been staying at the orphanage since....” The schoolteacher bit her bottom lip and glanced at the fillies before turning back to Twilight. “She showed up a day or two after Discord was resealed. She didn’t have any family or friends, so I helped her get settled in at the orphanage.”

Twilight’s eyes widened, but she suppressed any further display of surprise for the filly’s sake. She wanted to inquire more about the strange filly’s life, but the mulberry mare dropped the chalk she had been scribbling on the blackboard with and turned back to the group of blossoming fillies. “Alright, everypony! Now, I know you aren’t too excited to be back in school after everypony else was let out, but this class is just as, if not more, important as anything else you will be learning, so I want you all to pay close attention, okay?”

A collection of “Yes, Miss Cheerilee”s rang out from the gathered girls and a surprising “I won’t!” from the propeller-capped filly. Cheerilee nodded with a smile, ignoring Topsy’s negative outburst, and raised herself so she could lean atop her desk.

"Now, since you are all mature young mares, I expect you to take this seriously. I'm sure at least a few of your parents have told you some of what we're going over, but we're starting from the beginning regardless." She motioned to Twilight with a hoof who waved nervously to the little gathering. "You all know Twilight. She has graciously agreed to help today and will be sharing her knowledge and helping with the displays, so make sure to give her as much attention as you would me.

"Thanks for agreeing to help, Twilight. I really wish I could have somepony help every year. It really makes it much easier when I don't have to single out one of the foals." Cheerilee winked to her impromptu assistant, then returned her attention to her students. "As you all know, Summer is coming and, as I'm sure a few of you have begun to notice, so too is a change important for all mares' growth. This change is called estrus, or, as it's more commonly known as, heat. Estrus is the time in which all mares, both as young as you and as old as your..."

Twilight stared at the school mare, playing the words she had just spoken over in her head. Single out one of the foals? Why would she have to do that? Aren’t there books and presentations that-

“With the basic facts of estrus out of the way, how about we move on to the visual aids? Twilight, could you...? Twilight, are you okay?” Cheerilee tentatively prodded the lavender unicorn, causing the distracted mare to shriek and jump from her seat, much to the amusement of the small class. The librarian’s cheeks flushed a bright scarlet as the fillies’ laughter rang around around her, the typically beautiful sound seeming much less so under the present circumstances. “Now, girls. It’s impolite to laugh at other ponies’ misfortune. I’m certain you’ve all been startled like this, too, right?”

“Sorry, Cheerilee. I was a little bit distracted. What were you asking?”

“Oh, I was asking if you would use me as an example for the class. You just have to point out the various parts and explain them and-”

“What!?” Twilight slapped a hoof over her mouth and smiled sheepishly at the startled fillies. “What do you mean? I can’t do that! Don’t you have books, or pictures, or something!?”

“We aren’t a very large town, Twilight. We just don’t have the funding to spend money on displays like that. I’ve had to draw up the few diagrams I have here by hoof each year.” Cheerilee smiled and patted the shaken mare’s shoulder. “You don’t have to if you don’t want to, but I don’t mind the touching. It’s much better than possibly embarrassing one of the foals.”

Twilight glanced at the ponies sitting in the half-circle and bit her bottom lip. Oh, intentional or not, you just had to use guilt against me.... I don’t want to do that to them, but.... “I just don’t feel comfortable touching your... uhm... delicates.”

"Ohh.... Well, would you mind modelling for me, then? You don't have to, but it's the only choice we have other than a volunteer...." The mare smiled awkwardly at her scholarly friend as she patted her shoulder consolingly. "You could always imagine that it's a pony you like instead of me touching you."

Twilight's lilac eyes widened and she had to suppress a shiver as the thought of one of the sweet foals touching and presenting her marehood to the others made itself central in her mind. "I.... I think I can do that. You're going to be careful..., right?"

Cheerilee nodded and patted the anxious mare's shoulder with a knowing smile. "Don't worry, it won't take long and I've never had any issues with past students. Just turn around and... ahem... present yourself. I'll take care of the rest."

Twilight swallowed the tension in her throat and turned tentatively towards the blackboard with her rump raised high in the air. The blush that formed on her face burned like an inferno as her own embarrassment skyrocketed, but, even through the fire in her face, she couldn't deny one thing. This.... Oh no, this is starting to arouse me.... Please, please, please, don't notice.

Luckily for the unicorn, Cheerilee hadn't seemed to notice as she began to point out the various contours of her vagina and Twilight immediately found herself regretting letting the older mare near her backside. No, just remember what she said. Pretend that it's one of the girls.... She concentrated and, slowly, started to imagine a smaller hoof pulling her dark, purple lips apart to reveal the bright pink hidden behind them. The practised skill of the schoolmare turned into the inexperienced fumbling of a pink coated filly and her mature, knowledgeable words shifted into that bright, bubbly voice she had heard only moments before.

"This, is the clitoris, one of the most sensitive parts on a mare's body and, while it isn't really important to childbearing, can greatly increase pleasure during intercourse. Now, when a mare gets especially aroused, or if she is experiencing her heat, the vagina will flash the clitoris or 'wink'." Topsy's hoof left her vulva and Twilight imagined the filly hooking her hooves as if to pantomime an apostrophe. She almost giggled at the cuteness of the action, but her body reacted against her attempts to restrain herself. She felt herself spread without the assistance of a certain filly's hooves and a cool burst of air teased her swollen bud.

Twilight heard the foals gasp excitedly as her marehood teased them with another flash of pink, this time with a glint of slickness. "Twilight, are you okay? Do you want me to stop?" She shook her head at the curious girl's inquiry, but a stern prod into her side broke the spell and pulled her out of the little daydream. She looked up to Cheerilee with the mulberry teacher regarding her with a worried frown. "I'm sorry, Twilight. I've never, uhm, excited one of the foals before. We’re pretty much done... if you want to talk to the girls.”

“I...” Twilight glanced at the wide-eyed gathering and gave them all a sheepish grin, taking special care not to look into Topsy’s swirling eyes lest she lose the little restraint she had on her blush. “Well, you covered everything that they need to know.... I think I need to get back to the library....” Without waiting for a reply, the unicorn disappeared in a flash of lavender light, appearing for a brief moment in the town square and startling the ponies around her before teleporting a second time to finally arrive in the comforting solitude of her library’s bed.

She sighed in relief and sank into her blankets, trying to ignore the lingering warmth in her marehood. “Why did I let that happen? Ugh, I’m so careless!” Twilight huffed in frustration and glanced back to her twitching tail and the moisture starting to dampen her sheets. “I should probably take a shower to cool off.... I can’t run the library if I’m- Gah!"

She fell backwards off her bed after coming face-to-face with Topsy Turvy's swirly eyes. The filly leaned over the bed's side and stared at the mare, concern showing through her smile. "Heehee. You hurt yourself." She reached a hoof down to the slowly angering unicorn and smiled wider. "I'm not going to help you."

Twilight glared at the earth filly and brushed the offered hoof away with an angry huff. "If you're just going to sneak into a pony's room and be rude, then you can leave!"

Topsy recoiled and hung her head dejectedly. "You deserved it. I was hoping you were hurt."

Ponyville's librarian stared incredulously at the filly, unable to comprehend why she was being so hurtful when a small drop of liquid hit the floor. Twilight gasped as the filly sniffled, causing more moisture to fall from her face, and rushed to her side, all thoughts of anger and arousal gone in the face of the upset foal. She carefully lifted Topsy’s chin and stared into the girl’s hypnotizing, teary eyes. “You.... Can you speak normally?”

Topsy's frown deepened as she shook her head. "Yup...."

"You speak in opposites...." Twilight carefully pulled the lilac filly into a hug and petted her mane in soft, comforting strokes. "I'm sorry, Topsy.... I had no idea. Can you forgive me?"

Topsy nodded against Twilight's neck, a small smile beginning to retake her lips, and hugged her back. "No way! It was your fault!"

The librarian tensed, but her revelation quickly eased the effect of the foal's words. "So, you came to make sure I was okay?"

Topsy nodded vigorously and laid a hoof on her elder's withers. "Miss Cheerilee made us stay after you left, but I forgot that you were okay, so I went straight home!"

"How did you.... You wouldn't happen to be related to Pinkie Pie, would you?" Twilight sighed in relief as Topsy shook her head with a smile, obviously amused by the mare's question. "Well, that's a relief. I don't need anymore Pinkies around. Especially after that lake incident...." She shivered at the memory, but her grin widened when the filly placed a hoof on her shoulder to comfort her. "Hehe, thanks. You want something to eat or drink? I'm not a good cook, but I can make you a sandwich."

"No, thanks! I don't want anything."

"You know, you're very polite for a filly your age. Has Miss Cheerilee been helping you with social etiquette?" Topsy nodded vigorously, her cheeks bulging from the daisy sandwich she had just stuffed into her mouth, which elicited a giggle from Twilight. "And how about friends? Are you having any trouble finding friends? I know I was at your age."

The filly swallowed, wiping the crumbs from her mouth with a hoof, and chased the sandwich down with some tea. "Nope! I don't have any friends at all. Everypony is really mean to me-”

She grinned and regaled the unicorn with tales of her most recent escapades with her classmates in her strange backwards speech, using wild gestures for the exciting points. “-and it just puffed! Boooooooom! We were so bored!”

Twilight laughed as Topsy threw her hooves in the air, imitating an explosion, and took a moment to put the girl’s soiled dishes in the sink as she caught her breath. “It’s great that you’re getting along with the other foals so well. A filly should always have plenty of friends.” She settled in by Topsy and smiled down at the filly as she grinned up at her. “How about the group home? Do you like... it-”

Immediately, the filly’s joy was replaced by a deep frown as she hung her head and looked away from the scholarly mare. "I love it there. Scootaloo is always mean to me, but... I wanna tell you all about it."

Twilight bit her lip and pulled the distressed Topsy into a tight hug. "They aren't mistreating you, are they?" She shook her head and snuggled into the mare's embrace, her original mission to help the temporary teacher's aide forgotten in lieu of the evening's events. "Well, if you ever want somepony to talk to, I'll be here, okay?"

Topsy nodded, rubbing her face against Twilight's coat and making the unicorn blush. "You'll stay away from the home, right? You won't come to see me?"

"Well, if you don't want me to...." Twilight looked away, a mischievous grin spreading across her face. She watched the filly's reaction through her peripherals and couldn't help, but to giggle as she fumbled with words to correct the misunderstanding. She turned back to Topsy, her smile wide and caring, and tousled the girl's already messy mane. "I'm just kidding. Of course I'll come visit, but it is getting late. Do you want me to walk you home?"

"Yes, please. It's a very long walk." She beamed and pecked the librarian's cheek with a chaste kiss before bolting towards the door. Topsy paused in the threshold and turned to wave at the stunned mare. "I won't see you for a while, right!?"

Twilight started out of her daze, dropping her hoof from her cheek, and eagerly returned the foal's excited goodbye. "Y-yeah! I'll come visit soon! Have a good night, Topsy!" I'll visit as much as you want. She watched the strange pink filly dash through the streets with her goofy, adorable grin and didn't close her door till the fluff of her violet and cream tail disappeared around a corner.

She felt a line of wetness trail dampen the fur of her upper thigh and shivered. Wow, I'm glad I've practiced my self-restraint.... She's just so... lovable. The unicorn glanced to the door, and locked it with the slightest effort and leaned back on the dampened cushion she'd been sitting on. I guess a quick session will be fine. Spike isn't due back for another hour....

With the public closed and now locked out, Twilight took a moment for herself to release the pent-up excitement from the day, her mouth split by her ecstatic smile, and teasingly lowered her hooves across her stomach. She brushed against her nipples, sighing at their sensitivity, but continued further, eager to relieve the day's compounded stress. Her hooves pressed into her moistened marehood, spread her as wide as they could, and she softly cooed out the name of the swirly-eyed filly that dominated her thoughts.

She lost herself to the bliss of a filly’s imagined touch, unaware of the other sets of hoofprints trailing over the ones left by her imaginary lover.

~{U}~{D}~

Author's Note

Author's Notes: This chapter was hell on me, as you all got to see from the blogs, so enjoy it even if there isn’t any true clop in it (nor real filly-fooling). That stuff will come, but you get to see who you have in store (and if you can’t figure out who’s going to be the main one, then you deserve to be brain-panned v.). Next released chapter will be something, either this or ATFN, I dunno, but I’ll start working on it either tonight or at work tomorrow (as of Tuesday 01/29/13). Have fun and Peppy out~

EDIT: Also, Thank you to Paleo Prints for 'letting me' use his form of Topsy Turvy (a.k.a. Screwball). If you haven't check out School Daze. It's awesome.

Chapter 01.04

Undisclosed Desires
by Peppy Cloppingskull
Chapter 01.04

Twilight started out of her slumber at the sound of somepony knocking on the library door. She rolled over, tucking her head under her pillow to escape the torturous light of Celestia's sun, and attempted to slip back into her delicious, filly-filled dreams, but another rapping, this time coming much more insistently, pulled her completely out of any salvageable attempt at slumber. She grumbled, cursing the laziness of her little assistant under her breath, and almost fell out of her bed as she stumbled to her hooves.

Another knock sounded, urging the unicorn to expedite the process of shrugging off her morning grog. "I'm coming! Celestia forbid you ponies let a mare sleep in for once...." She reached the door and sighed, using her magic to straighten her bedmane before pulling the door open . "I swear, Spike.... If I find out where you.... Yes, who is- Rarity! Oh, I'm sorry for making you wait. I wasn't expecting any company this morning so I-"

"Ut tut, Twilight. No need to apologize! I did come over unannounced, after all." The fashionista smiled warmly at her friends and inclined her head towards the lobby behind her. "May I come in?"

"Oh! Of course! Sorry, I was just caught off guard. Do you want any tea?"

"No, I'm fine, darling, but thank you for the offer." She took a seat on a cushion and wrinkled her nose as a faint musky scent wafted from it. A sly grin crept across her face as she regarded her unicorn compatriot across from her. "So, Twilight, I know I only asked yesterday, but has anypony caught your eye yet? Or you...?"

"No! Not yet. I... uhm.... I told you I'm not really.... I'm not looking." Rarity tittered daintily as Twilight spluttered over her excuse, grinning wider as a heated blush spread across her friend's face.

"You most certainly do! Oh, do tell who it is! One can only imagine who her friend likes for so long before filling in the blanks herself, you know.” She leaned over the table, resting her chin on a foreleg, and gently tapped the stunned mare. "Now, who's the lucky stallion.... Or is it a mare?" Twilight hindered her blush before it intensified to the best of her abilities, even if the alabaster unicorn wasn't entirely right, but from the sparkle in her friend's eyes, she knew she hadn't succeeded. "Oh, so mare it is, then. You know, darling, you are as easy to read as those books you so enjoy.

"So, are you going to tell me who got you all flustered last night or am I going to have to go around town asking everypony if they visited?"

"No! I mean, that, uhm.... That wasn't my cushion last night. Do you know a filly named Topsy Turvy?" Rarity arched an eyebrow and slowly shook her head. "Well, she's one of Cheerilee's students and it's almost that time...."

"Oh my, Twilight. You didn't?"

"No! Oh, no. She was just checking on me after I rushed out of the estrus-slash-sex ed class Cheerilee was teaching." Twilight smiled slightly, her nerves slowly calming as she eased into the conversation with one of her closest friends. "She's such a sweet filly, but that's all that happened. I'm surprised I didn't notice the smell or I'd have cleaned that pillow, t-" The lavender librarian almost bit her tongue as she caught her near-slip and fought back a sigh of relief when it seemed her visitor didn't notice.

"Well, I'm glad that that was all. That kind of stuff is illegal, isn't it? I can't say what I'd do if I ever found out somepony had taken advantage of little Sweetie Belle...." Rarity huffed and tossed her mane from her face with a flourish. "Oh, we've gotten off subject. I meant to come invite you to a little soirée and here we are talking about such a dreadful subject."

Twilight swallowed the lump that had formed in her throat and chuckled nervously. "S-so.... What was it you wanted to invite me to?"

"Well, the Blossom sisters are hosting an event for the orphanage, a little fundraiser type deal, and they are going to be offering their services at half price with all proceeds going to help the fillies and colts find a family." She beamed and reached across the table, pulling the scholar closer by her hooves. "So, what do you say, dear? Want to join Fluttershy and I today? Who knows? You may even see the mystery mare." A slight nod was all the answer needed before Rarity hopped up and clopped her hooves together in glee, rambling out their plans for the day as she rapidly departed. "Excellent! I shall fetch Fluttershy and meet you at the spa in fifteen minutes! See you soon, darling, and don't forget to invite your crush!"

"Rarity, wait! I'm not crushing on any m.... Well, I never thought Rarity, of all ponies, would be so unreceptive to denials." Despite the awkward situation her friend's misunderstanding had put her in and the chilling revelation of her views on Twilight's hidden attraction, she couldn't help the smile that formed at the thought of helping Topsy find a family. Half of a day was not much time to start a deep relationship like the one she had with her five closest friends, but she still worried about the filly's situation, especially after her reaction when the foster home was brought up.

"Maybe she'll open up more after a while...." She sighed, her mood dampened by Topsy's unknown issues, and ran a hoof through her mane, noticing that her temporary magical fix had come undone. "I should probably freshen up a bit before I go.... Spike! Spike!? Where is that drag-"

"Yeah, Twilight?"

The unicorn yelped as the dragon in question stepped out of the basement beside her. "Wha- What are you doing in the basement?"

"Sleeping, of course. I put one of the extra mattresses down there." Spike sighed at the confused expression plastered on his foster mother's face and loosed an exasperated sigh. "You make weird noises and smell funky when you sleep. It's kind of hard to sleep through.... Plus my basket's getting a little small."

"I.... Oh.... I'm...." She shook the blush from her cheeks and glanced over her shoulder to the bedroom. "I'm going to the spa in a few minutes. I just wanted to.... Look, I'll give you a bucket of rubies if you don't tell anyone!" She grinned triumphantly as her draconic charge's mouth began to water and patted his head. "I'll bring them when I come home, so just do whatever until I get back!"

Without looking back, Twilight escaped the increasingly uncomfortable situation and dashed upstairs to tend to her daily grooming. With her mane and tail straightened into place and the excess fluff in her fur carefully flattened, the librarian beamed at the mirror. "Looking one's best is the first step to feeling at one's best." With a stifled snort at her fashion-minded friend's expense, Twilight departed with a great smile on her face. "Today will be just fine."

~{U}~{D}~

Twilight scanned the lobby of the Soothesisters Spa with almost visible fear in her wide, quivering eyes. Today is not going to be fine! Oh no, what do I do!? She glanced around the room, trying not to make eye contact with the multitude of fillies and the few colts bustling about and helping the sister trio with the customers, but no means to escape from the certain deathtrap presented itself. There's so many fillies! How are there this many orphaned foals in Ponyville!? Sure, there are colts, but I can't just ask to be served by one without seeming suspicious! Oh, what do I do, what do I do, what do I-

"Twilight, darling, is everything okay? You're as antsy as Sweetie Belle before a Crusader meeting!"

"Oh my, Twilight. You're shivering! Are you cold? Do you want me to go get you a blanket?" Fluttershy fluffed her wings in preparation for flight, but was stopped by a frantic purple hoof before she could even flap them once.

"No! I'm fine. I don't want to bring any attention to myself. I wasn't expecting such a crowd."

Rarity clasped her hoof over her mouth and leaned in close. "You are at that time of the year, aren't you? Well, don't worry! The Blossom sisters are professionals, after all. They've put up with many a mare in heat before, so you won't have to worry." She smiled and rubbed Twilight's withers affectionately.

Twilight nodded, but kept her wary eyes on the crowded spa goers, trying to ignore her imagination's wild machinations. They are not all staring at you. They do not know about your feelings. They are not accusing you. None of the fillies feel that way towards you. "Are there really this many orphans in Ponyville?"

"Of course not, darling. The foals from the school are here helping out, too." Rarity smiled and gently nudged her scholarly companion towards the registration desk. "Come on, Twilight. We don't want to stand here all day now, do we?"

Without any other choice, Twilight followed her friends' urging and stepped up to the small sign-in booth with a reluctant smile. The colt sitting behind the desk greeted them cheerily, taking down each of their names and desired treatments, then directed the trio to a cluster of open chairs. With their places chosen, all the three had left to do was get comfortable and wait.

"Twilight, I just know you're going to love Neighponese Special. Plus, the massage really helps distract you from your... troubles."

"Oh, Rarity's absolutely right. I can't stand all of the more thorough aspects of it, but it's really nice. It's my favorite."

Twilight nodded, only half paying attention to her friends' gushing over their previous spa dates, as she attentively watched the bustling crowd of foals. It's surprising to see so many fillies and colts engrossed in their jobs. She smiled at a filly who caught her eye and waved back in response to the excited girl's gesture. Well, I guess I shouldn't be surprised considering the town's not too big. It's definitely not Canterlot. There's no way you could get this many-

Her ear twitched as the faint sound of muffled laughter reached it, or so she thought. It was difficult to hear over the clopping of hooves on soft tile and the chatter of the spa-goers. She turned to inquire about the sound with her companions, but her efforts were stopped as a trio of foals took up a semicircle by their chairs.

"Hello! We'll be doing your hooficures for you while you wait on Misses Aloe and Lotus for your massages!" The girls all beamed brightly up at them, obviously pleased with their assigned tasks thus far, as they awaited their patrons' responses.

"Of course, girls. We eagerly await your skilled services." At Rarity's invitation, the fillies set to work, pulling out a series of files and polish. The white unicorn leaned back in her seat, allowing her hooves to dangle off the sides and bottom of her chair, and lounged comfortably.

"Oh, wow Rarity. You're so calm about the hooficure. I, uhm, kind of expected you to be against unlicensed ponies tending to you." Fluttershy followed her friend's lead and found her own position to relax in, finally fully easing into her routine day at the spa.

"Come now, darling. It's for a good cause and, really what's the worst she can do? I have full confidence that I'll come out of this looking like a million bits! Isn't that right, Miss...?"

"Ginger Snap, ma'am! And yes ma'am! You can count on me! Scout's honor."

All through her companions' exchange, Twilight kept her focus on the filly tending to her and the light red pony seemed to notice. "Having a good day, Miss Twilight?" The words snapped the unicorn out of her light stupor and she responded with a slight nod. "That's good. Miss Cheerilee was worried when you left so suddenly. She thought she might have offended you."

"What? No! I mean, it wasn't her fault. Was she really worried?" Ruby nodded and kept filing away at the mare's hooves. "Could you tell her I'm sorry if you see her before me? I just got a little nervous. I'd had a pretty off day before I visited."

"Was that why you were acting weird? Miss Cheerilee said that you doing all the stuff she was teaching about was 'cause she was touching you."

Twilight smiled nervously, glancing over to her spa mates to ensure they weren't paying her any attention, and softly patted the filly's mane. "I was just anxious, is all. Anypony is bound to react like that when they're being touched." Ruby gave a curt nod and returned to her duty, taking extreme care not to mess up with her fledgling magic. "You know, you're surprisingly polite for a pony your age. I guess I'm just so used to the Cutie Mark Crusaders that it seems unnatural to see any other foal acting differently."

"Mommy has lots of friends over all the time, so I hafta be nice. Plus, I get extra cookies sometimes, too!" The magenta-maned filly beamed at that last thought and nearly dropped her file, but quickly recovered as a light blush darkened her already red cheeks. "Mommy makes really good cookies." Before she could refocus, her eyes lit up even more and she leaned up over the edge of Twilight's seat. "Oh! Mommy also said that she wanted to thank you for helping Miss Cheerilee out with the class! Miss Cheerilee was gonna tell you, but I'm already here, so...."

The lavender unicorn smiled softly. "Well, thank you for telling me. I'll be sure to let your mommy know how sweet you've been when I see her." Twilight leaned back and sighed softly as she allowed herself to finally relax. I was expecting this to be a disaster, but all it took was some light conversation to lighten the mood. Such a good girl, too. Berry's done a great job with raising her on her own.

Her eyes drifted shut as the sound of idle chatter mixed with the soft grinding of hoof and metal eased her into a state of light euphoria. Nothing like a hooficure to start a relaxing day at the spa. She giggled lightly at her thoughts and took a quick peek at the pale fashionista as she lounged blissfully. I'm starting to sound like Rarity..., but she was right. Being pampered is amazing.

Thoughts drifted from one topic to another until her checklist of her next biomagical experiments made way for a very recent concern. I wonder where Topsy is. Shouldn't she be helping the other foals? "Ruby, I have a question. Is Topsy Turvy here? I thought she'd be helping out the other orphans, too."

The pony paused with the bottle of lavender polish floating in her sparkling grasp and glanced around. "Hmm.... Oh! She's in the back helping the others sort through the materials in case any of us on the floor need extra." Ruby rubbed her chin in thought and glanced towards the curtained off doorway to Twilight's left. "I figured one of them would be out by now."

Twilight chewed her bottom lip as she watched the other spa-goers pass in and out of the spa's exclusive massage and mud bath room. She was worried for the filly, especially after the reaction she received the night before at the mere mentioning of the orphanage, and she wanted nothing more than to go back there and look for her. We're friends and friends look out for each other..., but I can't just walk into an off limits area like that without looking suspicious.

"Ruby, could we just skip the polish? I don't really like the smell. It irritates my eyes." The red foal stopped the floating brush right before it touched her client's hoof and quickly returned it to its place on the vial.

"You have no idea how much I like you right now! The polish is so smelly! I don't see how anypony can wear this stuff!" She glanced at the pair of mares to her left and smiled sheepishly under their curious gazes. "Uhm.... Not that it's bad, ma'ams. I just don't like it."

"It's not a problem. I don't like it either, but it makes my hooves look absolutely fabulous! Isn't that right, Fluttershy, darling?"

"Oh. Uhm.... It's... nice, I guess."

Twilight smiled and patted the berry-maned filly’s head with an expertly filed hoof as she stood from her chair. “You did a great job. If you didn’t already have your cutie mark, I’d say you would definitely have it soon if you kept working here.”

Ruby blushed, squirming nervously on her hooves, and pointed back towards the inner spa. “J-just head back there and find an open bed to relax on. One of the sisters will meet you as soon as they can. The storage room is just to the right when you pass through.” She watched as the lavender mare thanked her and walked off, heading towards the back room. “Oh! Don’t forget that I’ll visit when mommy chooses a day!”

“I’ll be looking forward to it!”

“Chooses a day for what, Pinchy?”

“Miss Twilight helped Auntie Cheerilee with a class yesterday, so mommy wanted to thank her by making dinner.” The beige filly nodded, giving Rarity an apologetic smile, and immediately refocused her attention on the pristine white hooves of her patron.

~{U}~{D}~

The inner room of the spa was just as lavish as the lobby and main relaxation room, dotted with several massage tables around the outer wall and ending at the sauna’s wooden barrier. There were significantly less ponies in this room compared to the lobby, yet even here ponies mingled about being waited on by foals and spa sisters. It was the center for relaxation in the entire building and even the normally rambunctious crusader trio seemed calm and patient, but Twilight couldn’t settle her nerves.

Her fears seemed unfounded, it was unlikely that Topsy was in any sort of trouble, but a nagging feeling in her mind just couldn't quash itself out. She cast a furtive glance about the serene spa setting, at all of the mares and occasional stallions on the verge of blissful sleep, then turned her eyes to the lone door to her right. It was the only passage with any sort of signing, marked blatantly with large, bold letters.

DO NOT ENTER
SPA STAFF ONLY

The storage room couldn't be any more obvious to the mare, and so, after checking again to make sure she wasn't being watched, she quickly made her way over to the soft blue door. As she drew closer, a familiar sound reached her ears, one she had heard mere minutes ago, but this time without the raucous din of the other ponies. It was a noise she was all-too-familiar with from her lonely days spent in the solitude of the Golden Oaks Library's live-in loft.

Sobbing.

~{U}~{D}~

Author's Note

This is somewhat important, so skip at your own risk

Author’s Notes: And here we go! On to the next installment of future sexy ~~fun~~ ~~happy~~ foal times. Speaking of sexy foal times, be expecting that soon. As in probably next chapter soon. As you all know, I promised sexy foal time with all the fillies and I shall deliver :raritywink:! Just gotta get to ‘em. Also, for the first installment, Topsy will be the delicious tail that Twilight will be forever tapping. After that, given enough time (or perhaps I’ll just make a second story for you all?) I’ll be putting out the ‘fuck ‘em all!’ version (a.k.a. writing it). For now, though? Enjoy until the next yummy bit comes out.

P.S. For those of you not following my other story, After That Fateful Night, I apologize for any waiting on your part. I am balancing two stories, and tend to update alternatively (unless I get stuck on one or the other), so it makes it difficult to get this out as quickly as I’m sure many of you want. Also, I now have a job, so that adds to time a little bit, too (and it’s very much illegal for me to write while I’m at work). I’ll be trying my darndest, though and you can definitely expect me to finish this (no such thing as a hiatus for me!).

Anyhoof, that be all! Have fun and Peppy out~!

Chapter 01.05

Undisclosed Desires
by Peppy Cloppingskull
Chapter 01.05

The sound of muffled weeping wiped all trepidation over breaking spa rules from the librarian's mind. She grit her teeth and, with a quick flash of magenta, nearly tore the storage room's door off of its hinges. Her eyes scanned the cluttered room, ignoring the shelves lined with oils, lotions, and other various supplies, until they found their target.

Her anger was gone in an instant as she spotted the small heap of fuschia poking out from underneath a pile of soaking wet and muddy towels. Twilight's breath caught in her throat, but she moved forward carefully, making sure that her hoofsteps didn't trumpet her arrival as obviously as the slammed door. She paused at the pile's end and flinched as the weeping stopped. “Topsy....” With a surgeon’s care, Twilight slipped the towels off the filly.

Two big, purple eyes stared up at her from the mud-caked pony's. Topsy quivered and tried to shy away from the mare, but a warm aura surrounded her body and drew her closer. She squirmed, fresh tears streaking through the dirt on her cheeks and tried to escape, but Twilight's magic pulled her into the unicorn's waiting embrace. "P-please don't stop. They won't h-hurt me if you st-stop...."

"Wha-" Twilight choked back her own emotions and stroked Topsy's mane, softly 'shh'ing into the foal's ear as she tried to process the broken speech. "Why would somepony hurt you? Who's hurting you?" Despite her vocal objection towards the embrace, the pink filly clung to Twilight with such vigor that the mare had minor trouble breathing.

Topsy shook her head, burying her face in the unicorn's breast and muffling her weeping. She was oblivious to the spectacle the pair were becoming, having been focused on the mass of lavender filling her vision and the warmth of a somebody that cared, but her elder quickly caught on to the attention her entrance had garnered.

Ponies, both patrons and temporary assistants, gathered around the storage closet door and stared. Individual comments broke out among the crowd, starting at whispers, but soon growing to a dull roar as more and more spa-goers joined in. Twilight stared at the the gathering, dumbfounded by the mixed responses upon each pony's face and the seemingly blatant disregard they had shown for the child's obvious plight.

"You...." She blinked away fresh tears as the embers of her anger reignited in her chest. "I can't believe you! Any of you!" She glared at the ponies that had shown their disgust over the situation plainly on their faces and those nearest her stepped back, startled by her outburst. "How could you ignore this!? How!?" She could feel her emotions begin to take over, felt her horn spark as it charged itself with magic, and watched as the crowd backed away more urgently. It was all she could do to keep her magic in check and keep her focus off her anger, no matter how much she wanted to just throw every pony that had been closest to the closet. "You're terrible! I can't believe you would even pretend to care about these foals!"

The mare caught sight of the two of her closest friends towards the back of the crowd, saw the worry and fear plainly on their faces, and almost immediately her spell sparked out. She landed on the ground, unaware that she had even left its cool surface, still with the quivering filly in her embrace. She caught a whiff of burnt mane and cringed, knowing that she had let her emotions manifest again, but kept her stern, cold stare on the frightened ponies. "Come on, Topsy. Let's get out of here. These ponies obviously don't care about anything other than themselves...." And I thought I'd escaped that after leaving Canterlot....

Her horn lit again, this time glowing at a much more manageable level, and the pair disappeared from the wary ponies' sight, gone without a trace.

~{U}~{D}~

A low tinkling was the only preclusion to the pair's arrival as Twilight and Topsy flashed back into reality in the main room of the Golden Oaks Library. The filly had latched even tighter to the mare's chest after the sudden teleportation, successfully distracting her from the room's third occupant as he tried to hide the tub of neapolitan ice cream he had just been elbow deep into. She stroked the frightened girl's mane slowly, whispering soft reassurances into her ear heedless of Spike's presence.

The whole experience was new to her, having never had much time around other ponies before, much less a foal, but Twilight was running on instinct now. She may not have been a mother, but she had certainly read more than enough guides to motherhood to put her knowledge to practical use. She began to hum a soft tune her mother had always sung to her whenever she had trouble sleeping whenever she had trouble sleeping. The song was old, a soft, soothing melody passed down the Sparkle line from mother to children as if it was as innate as their blood, and she hadn't heard it in years, not since Spike was in diapers, but it flowed from between her lips as seamlessly as if she practiced it every night.

The baby dragon's spoon fell from his claw as Topsy's whimpers turned to sniffles and quiet, even breaths. Tears came to his eyes as the melody continued on and soon Twilight found herself soothing two children, both of them seeking shelter in her embrace. "Oh, Spike.... What's wrong?" The baby dragon shook his head and, following Topsy's lead, pressed himself deeper into her coat.

Twilight smiled softly, her anger at the townsponies melted away by the familiar sensation of guardianship. "I'm sorry.... I guess I've been a little distant lately, huh?" Her own eyes burned as the morning's emotional fatigue and post-teleportation exhaustion finally caught up with her. She hugged the pair tightly and kissed both of them on their head. "It looks like everybody's had their own share of trouble...." A heavy yawn escaped the unicorn's lips as she stood, taking extra care not to disturb Spike or Topsy as drowsiness overtook them, and lifted the children in her magenta aura. "It's not even noon yet, but I suppose a nap may be in order. Do you want to sleep with us, Spike? It'll be just like old times...." Except I'll be the one doing the comforting for a homesick, frightened filly and a baby dragon....

Twilight smiled again as the pair made no effort to escape her magical grasp and took a moment to ponder her current situation, reminiscing over time long since passed as she clopped carefully up the stairs. Her chest clenched when she glanced at her draconic ward and temporary visitor; the way they tucked their heads and snuggled next to each other reminded her vividly of herself just seven years prior. Twilight easily imagined herself taller and gentler, and much more beautiful, towering over the filly and dragon as if she was the ruler of Equestria trying to soothe her distraught wards.

She could almost envision herself floating in that soft, golden aura, her lavender body curled around a worn, hoofmade doll.

Finally, they reached her loft room and her small, antique bed came into view. The same bed she had requested to be shipped from Canterlot when she settled in a mere two years before. The very same bed that she had specifically asked for from her mother through the princess after her first fitful night in the castle.

As Twilight approached the bed, no longer was she holding back her tears and, instead, let them flow freely with each vivid reminder of her own lonely fillyhood that her near-perfect memory dredged from its recesses. She settled the filly and dragon under the blankets, the distraction that her mind had superimposed upon her reality broken by her painful past, and slid in beside them. Her tears dotted the star-patterned pillow case as she cuddled closer to Topsy and pressed the warm, quivering filly as tightly to her as she dared. Instinctively, she reached further, searching for the comfort her mother's gift to her provided, and pulled Spike against the pair before soon dozing off alongside the children.

~{U}~{D}~

Twilight sighed in contentment as she lay back against the head of her bed and splayed her hind legs as widely as possible. Her swollen marehood winked incessantly, eagerly begging to be tended to by the pink foal nipping lovingly at her thighs. Even without direct stimulation, Twilight cried out in ecstasy and clenched her empty walls. Just having the filly gazing at her flower was enough to nearly set her off.

She cried out Topsy's name and went rigid as her orgasm hit her like a runaway carriage the moment that soft, untrained tongue first pressed into her lips. Twilight convulsed with the intensity of her release and she was vaguely aware of her splashing the filly's face with her come as she rode it out, undulating her body on the waves of pleasure.

The mare's eyes rolled languidly down to stare into the swirling vortexes of her partner's and she smiled. Topsy was playing with herself, casually stroking her mound with the hoof hidden underneath her body and calling out her name.

"Miss Twilight...."

Her soft, nervous voice sent chills down Twilight's spine and inflamed the desire between her legs. With a shaky hoof, she cupped the foal's face and stroked the plump cheek lovingly. "You can just call me Twilight, Topsy. We're already this close."

"Miss Twilight...! I..., uhm...."

The unicorn frowned as the first traces of tears began to well up in her young lover's eyes. "What's wrong, Topsy? You can tell me."

"I didn't wet the bed...." The filly's voice was suddenly quieter, much more so than usual, and seemed as if it was purposely muffled.

Twilight's eyes fluttered open, slowly focusing through the night's darkness on the mass of fur and hair clutching her barrel desperately. She could vaguely recall the last few pieces of her dream, coming down from that wonderful release to the whimpered words of the foal in her embrace, but the details were gone, lost as the filly's trembling stole her focus. "Topsy? Are you okay?"

"I think I didn't wet the bed. It was on purpose, I swear!"

That was when the rest of her surroundings finally hit her. Her hind right leg was soaked, but not by the heady moisture of her own arousal. The limb was caught between Topsy's thighs, pressed snugly against her sopping fillyhood. She could smell the filly's flower, enticing her with its sweet, innocent scent, but there was also the overpowering aroma of urine. O-oh.... She definitely....

"I'm not sorry. I meant to do it! Please, be mad..., hate me...."

Twilight's chest clenched at the desperation in the earth foal's tone, made all the more painful by her backwards speech. The filly had certainly made a mess of her sheets and thoroughly soaked her leg, causing the mare to silently thank her mentor for the unexplained absence of her draconic assistant, but the entire situation was nothing more than an accident. An accident that's left Topsy in tears.

The blankets were levitated off the pair in the magician's tell-tale magenta aura, exposing them to the cool night air and beginning to chill the warm fluids. With the sudden absence of the sopping bedclothes and the assistance and gentle strokes down her back, Topsy Turvy's weeping slowed to a halt, replaced by soft sniffles as the cool air and kindness helped calm her nerves. She ashamedly glanced up into Twilight's eyes, trying to look as apologetic as possible, and only succeeded in further worrying her temporary guardian. The older pony smiled at her, pulled her into her tightest hug, and kissed right between her swirling, purple eyes.

"If it makes you feel any better, Topsy..., I still wet the bed on occasion too." The shock that played across Topsy's face as she pulled back to gape at the unicorn sent Twilight into a fit of giggles. She nodded curtly and, suppressing her laughter, continued, "Yup. Not a lot, but it happens more than I like to admit." She lowered her voice and spoke quietly enough to make the filly lean in closer to hear her. "I actually may have peed in the bed tonight, too.... I had a lot to drink this morning and never had the opportunity to use the filly's room." The foal pulled away with a snort, covering her mouth to prevent her amusement from spilling forth, but the idea of her elder having wet the bed as well broke all of her resistance. Her laughter rang through the room without restraint, infecting the other occupant until they were both reduced to chortling messes on the stained mattress.

As their laughter began to die, Twilight sighed in relief and idly stroked her bed-mate's mane. Well, I might not have wet the bed in the sense she's thinking of, but it's great to see her smiling again. I wonder if she'll tell me what happened-

"Twilight, I'm freezing."

The librarian's thoughts stopped the moment the words registered in her mind. She gazed at the filly, translating her backwards speech, hoping that she was misunderstanding, and fighting off the portion of her brain that wanted to squeal in excitement. Her fears and repressed hopes were quickly confirmed, however, when Topsy rubbed her leg between her thighs as if to remove an itch. She had to fight to keep her will from crumbling and just take the filly then and there, to reenact her dream and make it reality, but it was rapidly becoming a losing battle. "D-do you want me to get you s-some water? I'll be right ba-"

The swirly-eyed foal gasped and groaned into Twilight's chest as the older pony tried to remove her limb from the smoldering grip it was trapped in, only succeeding in dragging her fur across Topsy's swollen flower. "Ah! Stop! That hurts!" The filly's sweet voice teased the unicorn’s ears as it escaped her lips in between pants.

Twilight stopped, dread mingled with her growing arousal and nearly stopped her heart, but Topsy squeezed her leg closer and squashed her burning lips snugly into her hips. She felt the lavender child's hoof drag across her lips and shuddered, almost losing control right then, but luckily kept her restraint intact. "T-Topsy.... Why don't I start a shower f-for you? It'll help with your heat." She smiled wearily at the foal, nearly at her patience's end, and gently stroked her white and purple mane.

The child squirmed again, grinding herself repeatedly against her bedmate alongside her soft little moans. "B-but it hurts so much! Please, m-make it hurt more, Miss Twilight." She stared up into the librarian's eyes, her own quivering and moistening, then nuzzled under the mare's chin. "I'll be a bad girl... a-and not tell you about the spa... if you make it stay...."

It was all too much for the mare. Their mingling scents were too overwhelming, the filly’s accidental hoofing tore at her mental walls, and that small show of affection was the final blow to her already crumbled armor. Twilight didn’t need a promise to explain the day’s happenings to encourage her, although it did make her heart skip a beat to have gained Topsy’s trust even if it was for all of the wrong reasons. She was already locking her door with a quick spell.

“I.... I will, Topsy, but you have to promise not to tell anypony. I could get in big trouble if anypony found out.” The desire-addled pony nodded her head fervently and thrust harder against Twilight’s leg, but the unicorn quickly pried the foal from her haunch and stared determinedly into her adorable, vortex eyes. “I’m serious.... I don’t know if this is legal and I want to so much, but I have to know that you’ll keep this a secret....” Her gaze softened as Topsy flinched back, surprised by the sudden seriousness in her friend’s tone, and she closed the small gap between their muzzles, connecting them for a moment in a surprise embrace. Twilight levitated her companion away, stifling a giggle as the foal tried to lean back into another kiss. “At least for a little bit, okay?”

This time, the girl gave a restrained nod and sighed as she was laid along her soon-to-be mate, melting into the librarian’s embrace. Her nubile breasts rubbed against Twilight’s soft fur, the twin peaks stiffening under the sudden contact. She mewled happily and tried to slide her throbbing sex back towards the lavender mare’s legs again, but was stopped by a pair of hooves under her forelegs. Twilight’s tongue traced her tongue in small circles along the foal’s neck, emphasizing the sensual trails with quick, sharp bites just strong enough to sting and send electric shivers down her partner’s spine. Topsy’s tail shot up, her instincts taking over where her maturity lacked, but those purple lips never fell below her collar, content with teasing the filly’s sensitive skin.

A low whimper escaped the pink filly’s lips, prompting her lover to pause in her ministrations and focus on the agonized grimace playing across her face. Twilight bit her lip, forcing herself away from just throwing her diminutive partner onto her side humping her into the mattress. She carefully pressed their lips together, slipping her tongue past teeth to dominate the foal’s mouth. They moaned into each other, trying to ignore the growing flow of juices soaking into the older pony’s stomach, and quickly grew past their inexperience.

The pair parted, Topsy’s tongue hanging out as she panted cutely just inches from Twilight’s face, and their eyes met, holding each other’s gaze as if they were stuck in a trance. “Please... don’t.... No more.”

Any vestiges of doubt melted from Twilight’s mind as that adorable, sultry plea filled her ears. She nodded, laying Topsy along the bed beside her, and, with the care only a practiced scientist could muster, climbed on top of her. Their bodies pressed together, stomach on stomach with the earth pony’s nipples squishing between the mounds of the elder mare’s plump breasts, but there was never too much pressure on the smaller pony. She could feel those tiny legs squeeze her barrel as her own pushed them up to display that pert flower she had only caught glimpses of. She ached to go straight for that sweet, likely forbidden treasure, but her petite mate’s feelings came first.

“I’m going to start, Tops.... I’ll be gentle.” The filly blushed, a sudden flash of embarrassment tinging her cheeks, but jerked her head silently. Twilight hesitated, worried that she’d be taking the foal’s first while her judgement was addled by her cycle and accidental teasing, but a final, urgent thrust goaded her forward. She couldn’t help but to giggle. “You remind me...” she peppered the foal’s face with soft, sweet kisses, “of myself...” slowly moving down her body, “during my...” nibbling gently on her engorged teats, “first heat...” and thrust her tongue between those flushed, swollen lips.

Twilight worked fluidly, using what little experience she had as she drew her tongue up one petal and down the other, purposely avoiding the glistening bud winking in an attempt to draw her attention. She wanted the girl’s first time to be memorable, perfect, and nothing like her own. There had not been any affection, any true love between her and that other filly, but this.... Topsy was going to feel loved, to truly enjoy this, even if she had to magically force her own emotions into the foal’s mind to make her see.

Languidly, her tongue continued its swirling trip around Turvy’s flower, closing in ever so subtly on her small, inviting hole. Twilight could taste the lingering arousal from their time sleeping, that slightly soured bit of sweetness that had been overpowered by new waves of lubricant, tinged with the salty bite of the foal’s urine, the little bit that her sheets had not fully soaked up. It was intoxicating, the scent, the taste, the way her fluids pooled in her tiny opening as her rump was lifted into the air with her magenta aura. The mare had never thought she’d enjoy anything quite so much, urine or not, but she could not hold back much longer. Instead, she eased herself into that tight, cute hole, stretching the rim ever so slightly with her tongue to funnel out the nectar within.

A soft, squeaky moan escaped the foal, drawing Twilight's attention back up to her partner. She had covered her face with her forehooves in an attempt to hide the obvious blush that dominated her face and neck causing Twilight's skin to prickle with goosebumps as her body shivered. Turvy's legs squirmed in the air as if they were trying to wrap around a missing body and her head shook back and forth, but her cries begged otherwise. "No more! I hate this!" She panted, her chest heaving as her lavender mate slipped down and plunged her tongue into that cute, unsuspecting rose.

Immediately, the filly's body tensed, her legs ceased their flailing and went rigid in the air as her hindquarters spasmed. Twilight's face was coated in the girl's sweet, clear love juices, splattering her mane and horn with that wonderful essence. She smiled, setting Topsy down just in time for her body to relax and empty the remaining bit of liquid from her bladder. The librarian cringed, but felt her heart swell with joy. At least I know her first was good.... I was so tense after mine....

Then, her smile faltered. She heard sniffling and looked up to see her petite partner wiping her face to stop her freshest wave of sorrow from dampening her cheeks. “I-I’m sorry...! I didn’t pee again! I meant to! I re-really did!” Her body shook as Twilight pulled her back into her chest. She sobbed, openly weeping in the mare’s grasp, but, this time, she didn’t stay quiet. “I... was just so sad! Everypony l-loves me, so I wa-s so upset when y-you said you’d hate to be fr-friends....”

Topsy wiggled her way up to look into Twilight’s eyes, surprising the librarian with a sudden, chaste kiss. “I-I h-” Her eyes dipped low, a deep flush spreading across her cheeks. “I hate you..., Twilight....”

Twilight felt her heart throb and she did the only thing she could in that situation. Their lips met once more, again by her urging, but it was deeper, sweeter, and fueled by more than just lust. “They parted and Twilight beamed down at her pubescent mate. “I love you, too, Topsy.”

She did love her. Perhaps not in the same way the foal loved her, but it was certainly different from love of the other fillies. Her desire for Topsy was not purely physical. She felt a certain bond with that pink, earth pony foal, a closeness on a level completely different than her love for her closest circle of friends, yet her heart still ached. She was not sure if she could love her the way Topsy wanted; she knew the girl would change..., grow older..., but would Twilight be able to?

She shook those thoughts off and focused on the moment. Topsy needs me now. When she gets older, she’ll find a pony better than me to love and we’ll both move on, but for now.... Her smile warmed and she rolled back on top of her partner, kissing her over and over, lapping up her salty tears with each peck. “I... love you..., too....”

Each kiss teased the nerves that were already overly sensitive from Turvy’s most recent climax, building upon the heat-induced arousal still burning her haunches. Subconsciously, she started thrusting her hips back into Twilight’s stomach, coating her fur in the copious fluids staining her crotch, an act that was not lost on the lavender unicorn above her.

She hadn’t anticipated the foal recovering from her first experience so quickly, especially after the body-wracking orgasm she had just experienced, but a thought quickly planted itself in her mind. Maybe I could.... She glanced over to her armoire, the only piece of furniture in her room other than her mirror that did not support her many objects dedicated to study, and silently pulled open a hidden drawer at its foot. From its hiding place beneath several layers of white cloth, a device like a scorpion’s tail floated out and over to the pair.

Twilight softly dropped the object onto the bed beside them, making its presence known to her companion with a quick nudge from her magic. The filly looked at it and gasped, shooting a curious and somewhat frightened glance back to the mare. “Is that...?” Twilight nodded, smiling sheepishly, and allowed the girl to examine it more closely. Topsy lifted the device in her hooves, holding it by the taut, curved spring that connected a barbed, inflatable bulb to the ‘stinger’. “It looks... just like the ones Miss Cheerilee... showed us.”

The scholarly unicorn beamed and plucked the wearable phallus from Turvy’s grip, holding it above the girl’s muzzle for a better look. “That’s because it’s not! It’s actually made to look like a gryphon’s. An almost perfect imitation, or so I’ve been told.” Twilight flushed and turned her gaze, embarrassed at looking uninformed in front of somebody else. “I’ve..., uhm..., actually never seen a real one, so I’m not sure what they really look like.... If you want, I can use it. It’ll be a lot better for you than a pony-accurate penis. See? The shape is better for penetration and it even has the barbs for added stimulation. Don’t worry, though. They aren’t like a real gryphon’s; they won’t-”

She glanced down at Topsy and cringed. Her face was flushed bright red, an obvious side-effect of her mounting arousal, as she thrust herself against Twilight’s love-matted barrel. I guess this isn’t the best time for a biology lesson.... Slowly, almost as if she feared using the imported toy of faux-flesh and metal, Twilight levitated the inflatable bladder to her own backside. From over her shoulder, she watched it disappear beneath her tail, bulb and member together, until she felt the barbed mass press against her folds. With one, quick push, the fleshy bladder plunged into her core, filling almost half of her aching tunnel. The sensation almost sent her over the edge, her climax already being too near from the teasing from before, but she shook it off and twisted the magicka-valve at the sack’s end.

With a hiss, the pouch inflated with air, stretched her to her limits, and settled snugly in her depths, almost causing the mare to pass out from the sudden pressure. “A-ah!” She gasped, clinging to the filly and grinding the head of her new length against Topsy’s lips. Both ponies squealed as a new pleasure nipped at their senses.

The foal redirected her hip’s fevered lunges, instinctually aiming herself towards the fleshy mass pressed between Twilight’s breasts. Twilight, however, collapsed upon her mate, just barely supporting enough of her weight in order to avoid smothering her. She hadn’t expected to feel anything from the shaft, having never used it outside of studying its structure, but the moment she had even touched the foal’s soaking desire, her own hole was set ablaze by a sudden jolt from the bladder. For a... non-magical race, the gryphons really... know how to make their toys.

She took a moment to compose herself and to glance towards the door. She was expecting somebody, whether it be Spike, Rarity, or any of the other girls to come bursting through at any moment in search of her and Topsy and, she had to admit, the paranoia was beginning to grate at her mind despite her titanic lust, but a moan from the beautiful pony in her arms and another grinding of fillyhood against gryphon-maremeat brought her back to the situation at hand. Who cares if they find out...? I do, of course, but....

With a slow, precise rock of her hips, Twilight slid the pointed tip of her member into Turvy’s slit. The foal’s swirly eyes went wide as the thick intruder stretched her foal-hole wider than the mare’s tongue had, filling her entrance to its breadth. The unicorn would have pushed onward, aiming to complete their consummation of the night, but a sharp cry from her partner startled her out of the motion. “Leave it in! Ow, owwie! Please, it feels so good!”

Terrified, the librarian withdrew, dragging the member’s fleshy barbs along Topsy’s walls, making her shout more. Suddenly, the bulb in her own marehood and that coiled spring line pressing into her clitoris no longer like the tools of lovemaking they were meant to be. She pulled the sobbing foal closer, shifting her hips back to avoid accidentally prodding her, and cried alongside the girl. “I’m sorry! I’m so, so sorry! I never meant to- I chose this because it was small! I never thought it’d-” She pulled away, dripping tears onto the pink pony’s cheeks and kissed her as gently as she could, hoping to try and ease her pain. “I just wanted to make you happy....”

Topsy didn't resist, as Twilight had expected her to, but relaxed into the embrace and even pushed back with her own tongue, finally beginning to grow accustomed to the intimate actions. It was still awkward as both of their varying lack of experience warred with each other, but the awkwardness of their actions was blanketed by their growing affection. The earth pony loved the mare, pouring her heart out through her actions to try and please the one pony who accepted her true nature, and the unicorn loved the orphaned filly, wanting to be there for her until they both had to move on.

Together, they pulled away, their tongues lolling out as their heated breath knocked the older pony's tears off course. Topsy smiled weakly, ignoring her own fear, and slid down until Twilight's tip pressed back up against her hole. She humped, once, just enough for a sliver of the shaft to enter her and pry open her entrance. Just enough for Twilight to groan in pleasure from the magical feedback. "I'm not sorry.... I wasn't scared. It actually hurt a lot. I just wasn't scared...."

Soft pants filled the space between them as Twilight’s pulse shot up. Her thighs twitched, aching to just hilt herself in her small lover, but she resisted. She had to know, beyond any shadow of a doubt, that Turvy was alright, that she was okay with the next step and that she wanted it. Even if the foal had started the initial step, she had been the one to pull away after pressing the tip to her flower. She had to know....

“Topsy..., if we do this, it really could hurt.” The fog in her mind had cleared some and she had finally realized that, even if ponies were made to take larger members than this, her mate was still a foal, still small, even by pony standards. She might not be able to hold just a single filly in her heart as her one, true partner, she couldn’t even imagine limiting her love to just a single pony, but she would not use that as an excuse to do whatever she wanted. Topsy was there, right then, and for that moment, the world would revolve around her. “We don’t have to do this. I can still help you reach orgasm without this.”

The foal shook her head and, with a slight grimace, pushed herself further down, sliding just enough of the shaft inside of herself for the first wave of barbs to breach her tunnel. “You’re so mean to me....” She wiped her tears from her eyes, removing all traces of her earlier fear with a bright, warm grin. “I don’t want you to be happy either. It feels awful for you, too, right?”

Twilight suppressed a chuckle and nuzzled under Topsy’s chin, using the actions to hide her uncertainty. It did feel wonderful..., but not in the way I wanted.... Pushing those thoughts away, she leaned back up to tower over the filly, ignoring the electric waves of pleasure radiating from the magical bulb inside her. She wanted Topsy to protest again, to push her away so she didn’t have to hear her scream as if she was hurting her, but it didn’t happen. That cute, sweet earth pony just stared at her, swirled eyes wide and waiting with her legs pressed up against her chest. She wanted to continue and brave any pain, and Twilight knew there would be pain, just to make her happy. It made her want to swoon, and act she would never be caught in the middle of, despite the underlying ache it caused her heart.

Twilight leaned down, restraining herself from shifting her hips, and hugged Turvy tightly. "Okay.... Are you ready?" A quick brush of fur down her neck was all the answer she received, and so, with utmost caution, she rocked her body forward.

A sharp hiss from her right was all Twilight could hear as another wave of pleasure shocked her flooded canal. The filly's hooves squeezed her tighter as the gryphon-shaft reached that flimsy barrier inside her, the final trial to overcome in their passage towards true togetherness, but it did not stop. The pointed tip pushed onwards, breaking past the film as it wedged her sheath wider.

Twilight almost stopped and pulled out the scant few inches of faux-member when Topsy cried out in pain, but she knew the worst of it was over from her own experience with similar instruments. She knew that all that was left was for her filly, a thought that stirred her loins almost as much as the barbed bladder inside of her, to grow used to her length. So, she waited through the foal's heavy panting, giving her fillyhood time to adjust to its new breadth, and nipped lovingly along her neck in order to draw attention away from the tender ache between her haunches.

It didn’t take long for the intensity of the electro-magical pulses stimulating Twilight’s backside to weaken, letting her know that Topsy’s hole had adjusted to its intruder. With a final, quick thrust, she pushed the rest of herself into the foal’s honeypot that she could, making them both moan as the shaft jabbed against the girl’s cervix. “Ngh.... Tops..., are you alright?”

“Nuh-uh....” She pulled back and smiled excitedly through her fierce blush. “Don’t give me another kiss..., please.... It... makes me feel worse....”

Topsy puckered her lips, holding her forelegs out to hug the mare occupying her core, and melted into the embrace as Twilight immediately replied. Their saliva mingled between them as their lower lips’ juices pooled together on the bed below them, but they were not finished.

Slowly, taking great care not to startle the filly, Twilight shifted her hips back and began to withdraw the small portion of her shaft that had fit in her much smaller mate. The rubber barbs tugged at the pink pony’s insides, scraping along her ribbed walls, and stoked both ponies’ fires further. Soon, all that was left inside was that blunt, pointed tip, leaving Topsy’s fillyhood empty and aching for something to grasp, but only for a moment.

With one awkward motion, the gryphon-cock pushed past her petals and filled her again, kissing her womb’s entrance with its head. Twilight shuddered as her own marehood squelched as it clamped down harder on the massive bubble in its depths. She could almost feel her false member as if it were her own as the crystal powered sensors in the penis itself attuned to her biological makeup. She could feel the four inches of filly-come-soaked length left outside her partner, especially with the spring connection holding the remainder between her teats, and the sensation of Turvy’s walls milking her. S-so that's why the manual said to masturbate first... and never share. How did the gryphons... even make this?

Any further thoughts on researching the toy's origins were cut short when she rocked her hips back, feeling more of this motion than she had the last. She pushed forward, hilting nearly six of ten inches in the filly and causing her to squeal with delight. The pain was gone, as was evident by Topsy's stuttering moans and high-pitched cries for her to 'stop', and so was any of the trepidation either pony had had.

Twilight increased her pace, no longer pausing in between thrusts and retractions as her clumsiness slipped away with her growing experience. She could feel everything through her member; the burning heat of Turvy's desire, the way her hips shifted up with each push to help bury as much gryphon-mare cock inside her as possible, the way her cervix kissed her tip with each meeting, and how she was almost begging to push past even that barrier into the foal's womb; all of it was too much.

A primal, uncontrollable urge began to take over her body. She quickened further as her precise, practiced thrusts grew fevered and erratic. A need to finish herself and her mate dominated all of her thoughts, a need to spill her hot seed into Topsy's depths and sire a child of her own. She pushed harder, slipping her head through to finally completely fill Topsy with her girth and sending her into orgasmic convulsions, and she came.

There was no seed to spill from the false balls as her hips quivered, strained under the effort of unaccustomed motions, and fluids flowed freely down her legs. Her tunnel clenched in near-synchronization with Topsy’s, forcing burst of air from the barbed bladder only for the magical valve to refill it. Twilight’s legs finally gave way and she collapsed onto her petite companion, only rolling off of her through sheer force of will as they both gasped for air between moans.

Their scent of their sweat and lovemaking permeated the tiny room as they lay together, slowly calming from the euphoric high of their orgasm. Their breath mingled as they drew their muzzles closer, seeking extra comfort in each other, until their lips met with the briefest of kisses followed by another and another. Tongues danced across each other in between their deep, sensuous embraces, slipping into and teasing their mouths with their lustful dance. The two ponies’ movements slowed, growing sloppier and sluggish as exhaustion overtook them until, with a final pop, they fell into a deep slumber with their muzzles pressed against one another.

~{U}~{D}~

Author's Note

Author’s Notes: Holy fucknuggets, this chapter took way to long to get out (it actually only took me this last week to write out, but dat procrastination), but here it is in all of its sweet, filly-fucking splendor! Now, I’m sure you’re going to have some questions like: ‘What did she mean when she was talking about loving Topsy?’ and ‘Where’s Spike!? He was just sleeping with them!’ and ‘Why are you such a slow faggot, Peppy?’

All of these questions are valid and I’ll be glad to answer them in the comments if you’re curious (Ain’t I evil?). As far as the next couple of chapters, I’m trying to decide on a couple of routes. Route 1: Twilight takes the time to figure out who is being mean to Topsy and punishes them, then moves on to Berry’s invitation, or Route 2: Twilight gets invited to Berry’s and does whatever she will there in the process of figuring out who’s being a cunt to Topsy, then punishes them.

I’ll leave the decision up to you guys!

Anyhoof, hope you enjoyed! Peppy out~!