Eleven mares: five of the elements of harmony, Trixie, Cheerilee, Lightning Dust, Zecora, Vinyl Scratch, and Octavia were standing at the docks of Manehattan harbor. In the distance they could see a distinctive dot in the distance growing in size.

Twilight sat on the relatively cool cement edge of the dock and gave a sigh of relief. When the relief subsided she turned to face Trixie. "I'm happy you were able to come on this trip Trixie. I'll be able to study, and Celestia told me that you always remember ninety percent of what you teach! So I can help you learn more tricks for your magic show for your autumn tour when this is all over." An itch in her loins caused her head to snap back and a frown to form on her face. "All over."

The dot in the distance became more detailed, and all the mares could now easily see that the ship was a pristine white.

Trixie opened her mouth to say something to Twilight before the color of the ship prompted Applejack to express, "Now where in tarnation is Rarity! She said ten O'clock, an' here we are, with her nowhere to be found."

"She's probably been distracted by packing," Rainbow Dash answered. She breathed on a hoof and rubbed it against her chest.

The ship drew up to the dock; it had two decks, with a large flat top where they could sunbathe, and the bridge had tinted one-way windows, occluding it. The crew—thoughtfully all mares—began to prepare the ship for loading the luggage, boarding the passengers, and refueling.

"WAIT!"

The group looked to the source of the voice and saw Rarity dragging two massive—and by modest standards gargantuan—suitcases, no doubt filled with only the fashionista's 'essentials'.

"Ah'll go help her out," Applejack said, trotting down the dock to her friend and assisting.

When they reached the others, Rarity was panting. "My apologies, I went through both of my suitcases to ensure I had all the essentials." While Rarity was saying this, Rainbow Dash was behind her; the cyan pegasus moving her forehooves in distinct 'air quoting' fashion. Taking another deep gulp of air, Rarity looked up at the ship commissioned to take them to their island destination. "Oh my, they really meant it when they said 'spared no expense'. She looked at Twilight and smiled warmly. Twilight still had her rump firmly planted on the coolest section of the dock she could find. "Twilight, how are you holding up?"

"As best as I can," she answered while Rainbow Dash walked over to Lightning Dust.

"So, Dust, when we get to the island, we can practice our routine for the Wonderbolts, right?" Rainbow asked.

"Absolutely! Cant wait to show off in front of all those crowds this fall," Dust answered, eagerly nodding her head. A constant chorus of thanks ran through her head for having been able to reconcile with Dash after nearly hurting her friends and being demoted in the Wonderbolts Academy.

While the two pegasi conversed, Twilight breathed deeply, doing her level best to ignore the sensation between her hind legs. Rarity took a few steps closer to her and looked at her concernedly.

"Twilight darling, are you absolutely certain you're alright? I 'd hate you to start crawling up the walls."

Twilight sighed. "I'm sure I can handle it. It's just that it's been so long it's almost like my first time again. I always made a point of studying at night back in Canterlot during the summer."

Rainbow Dash, having heard the phrase 'first time' being used, abruptly stopped her conversation with Lightning Dust and walked over to Twilight. The other soon-to-be wonderbolt was left to her own devices; she walked to the end of the dock and sat down.

"Woah Twilight, first time? You mean to tell me you've never—!"

Twilight shoved a hoof into the pegasus' mouth, perfectly emulating a situation many of her friends and herself had experienced with Pinkie Pie.

"No Rainbow, I'm just saying that this estrus season for me is as bad as my first was." Twilight's cheeks gained a deep magenta coloration from the embarrassing prospect of having to relive what she had emphatically called 'the worst summer ever, of all time'.

Rainbow used a hoof to grab Twilight and drag her over. The feeling Twilight got from the forceful movement of her rump against the dock was altogether a mix of pleasure—and consequent displeasure for having felt the pleasure—for the unicorn.

"Don't worry Twi. If you need some relief, your friendly neighborhood Rainbow Dash is here!"

"As am I," Rarity added, looking over to the ship as the boarding ramp was lowered.

Back at the end of the dock, Trixie was looking at the procedure between the three elements of harmony when she heard a dejected sigh that matched her expression of longing. Turning her head, she saw Lightning Dust looking at the group just as Trixie was.

"You're interested in getting to know them better as well?" Trixie asked.

Lightning Dust started and looked at Trixie before relaxing. "Yeah, I suppose. Just as a way to reconcile I guess." Lightning lowered her head, giving an empty stare at her hooves.

Flicking her tail to breeze herself, Trixie walked over and sat beside the teal pegasus. "I'm lucky they were willing to give me a chance after what I did to them as well."

Lightning Dust's expression became lively as she gazed at Trixie's features. "What did you do? I caused a tornado that nearly sent all of Rainbow's friend's plummeting to the ground."

Trixie flinched back at the thought, causing Lightning to resume her sad look. "I turned their entire town into my personal plaything and abused all the inhabitants under the influence of an ancient corrupting amulet," the unicorn said.

Lightning Dust's mouth gaped as she gave a slightly shocked look. Realizing that she was staring, she shook her head. "Guess we've both been lucky to get friends like them."

"Yes..." Trixie looked at Lightning with a wandering eye. "Could you ever see yourself... with one of them?" When the teal mare's eyes snapped up to her face, Trixie stared out into the distance. "With a stallion of course... I'm not presuming you're only interested in—"

"How bad is your heat?" Lightning asked.

"I uh..."

"ALL ABOARD!" shouted Pinkie Pie, preempting the captain and cutting short the conversations of all mares present.

Trixie stood up. "We can continue this conversation later." She trotted to the boarding platform. Her horn glowed to wrap her suitcase in magic, and she brought it with her.

The twelve mares were helpfully shown to each of their cabins by a pink unicorn in a white sailing uniform: Twilight with Rainbow Dash, Applejack with Cheerilee, Vinyl with Octavia, Zecora with Fluttershy, Pinkie Pie with Rarity, and lastly, Trixie with Lightning Dust. The ship soon departed and the mares were left with an hour before lunch was to be served.

***

Twilight sat on her cabin bunk, looking at a book on the only adornment she had left on it: a white pillow. She tried to focus on the words, but every time she got through a sentence, her attention glazed over and she found herself just running her eyes over the paper.

"Ugh!" she expressed, firmly planting her face in the book. She kicked at the sheets beneath her, having grown irritated by the warmth that pressed against her every time she settled into position. "Ohhohoho! Why did I have to go into estrus?" she asked of nopony in particular. Leaning forward slightly, her forehoof tucked underneath her and rubbed at the very outer edges of her marehood. The mild twinge of pleasure that ran up her body granted Twilight a moment of lucidity.

She looked up at her book and read a full paragraph before her nethers called for attention again. Twilight placed the book to the on the floor underneath her bunk and lay on her side. She faced the warmly lit aquamarine walls of the room she was sharing with Dash. Keeping a hoof over her crotch, Twilight looked over shoulder to the door. With a glow of magic, Twilight flipped the lock, floated over a second pillow, and stuffed it between her legs, pressing her hoof into her slit by a small amount.

Twilight gave a satisfied sigh as she began to move her hoof up and down her entrance. She closed her eyes and let her thoughts drift where they pleased as her hoof did the same. Her hoof ran up and down faster and faster until Twilight started squealing in delight. Acting out of reflex, Twilight bit into the pillow to stifle herself while she continued to satisfy herself.

Slick juices flowed from her marehood, soaking the pillow as she occasionally rubbed her clitoris. When her hoof movements became erratic, she hit the sensitive nub and climaxed. It was a short affair, but it left her hoof and pillow dampened. Twilight's soft pink tongue lolled out as she lay her head down and breathed through her nose, reveling in the heady odor of her masturbation.

As the thought of what she had just done set in on her, she looked down on the soiled pillow. This isn't even my pillow to use like that. Twilight floated the clean pillow on the floor over to Rainbow Dash's bunk. I should have gone and asked for help with this.

Just then the cabin door opened and Rainbow Dash walked in. Twilight scrambled to set up a protective wall of blankets between her and the intruder; just as she had when she was a foal and didn't want to stop studying at her parent's insistence that she go to sleep.

"Rainbow!" she cried. "How did you get in here? I locked the cabin!"

Slightly wide-eyed from the outburst, Rainbow spat out a set of keys onto her bed. "Keys?" she replied, tilting her head. She sniffed at the air. "Hooowee!" she exclaimed like an unaccented Applejack. "Smells like flank in here, you've really got it bad." Rainbow looked at Twilight, who had buried herself in the blankets in a near perfect emulation of Fluttershy. Dash rolled her eyes and hopped onto her bed. "Hoofed it huh?" The pile of blankets quivered. Taking it for a nod, the pegasus continued. "That's alright, no need to be embarrassed about it."

"I'm embarrassed about being caught, not the action itself," the pile answered.

"Twilight? Is your heat really that bad?" Rainbow asked, scrunching her face as her voice cracked slightly like when she often asked probing questions.

"You know that waterfall in Canterlot?" Twilight asked.

"Uhhhh, yeah?"

"When I had my first estrus ever I stood in the river right at it's base to cool off after Princess Celestia told me the facts of life. That waterfall is freezing cold; it was the most relieving thing." Twilight poked her head out from the blankets.

"Yeah well, my first time I dry-humped a cirrus cloud. It was only two years later I learned about coolers." Rainbow lay her head on the pillow and immediately noticed a long purple strand of mane. "Twlight... where's the other pillow?"

When she looked over, she saw Twilight had resumed concealing herself. A pillow floated out in a magical aura and hit the ground. One corner was dampened. "I'm sorry."

Rainbow smacked a hoof to her face and took a few moments to regain herself. When she had done so, she hopped off the bed and went to her suitcase. Rummaging through it, Rainbow found her cooler. It was essentially a strap-on that came with a pump to be filled with a simulated ejaculate, meant in particular to trick every part of a mare into believing she had done her duty to nature. It was a bland thing, regular size, and white in color. Dash filled up the pump from a bottle she kept and walked over to her friend's bunk.

The pegasus placed the sex-toy on Twilight's bunk and poked the pile of quivering blankets with a hoof. The blankets immediately ceased moving as Twilight gave a shocked "What?"

"Twilight, I don't like seeing my friends go through what you are. That and I don't want you to end up hoofing it during lunch so... let me help you?"

When Twilight failed to respond Rainbow sighed exasperatedly before pulling away all the blankets from Twilight with a swift motion of her hoof. Twilight was there, curled into a fetal position with her front hooves between her hind legs. Twilight's eyes were pins as a blush spread over her face. "I'm sorry, I really need to exercise some self-control."

"Don't apologize. We're going to exercise, just not self-control," Rainbow answered, pushing the cooler towards the lavender unicorn. "Help me strap it on?"

Twilight's horn glowed as she lifted the plastic-and-rubber penis and wrapped the straps around Rainbow's body. Tying it up, she was left to admire Rainbow standing their with the cooler in place, her horn continuing to glow. "You'll be gentle, right?"

Rainbow hopped onto the bed and lifted the unicorn's hooves away from her. "Promise."

Twilight scooted onto her back and splayed her legs open to give Rainbow Dash ready access. The cyan mare lowered herself and plunged the cooler into Twilight's awaiting slit.

"Aaaaahhhh..." The instrument of Twlight's pleasure slipped in easily thanks in large part to the lubricant her body provided, but was still tight against her seldom used vagina.

Rainbow pulled in and out of her friend, satisfied that she was helping her. Every time she attempted to pull out, the cooler was held by Twilight's gripping walls, pulling it away from Rainbow's body, only for it to push up against her when the rainbow pegasus thrust forward. The slight flare of the tip rubbed against Twilight's inside ever so roughly, giving her just the right sensation of realism without the discomfort.

Twilight moaned softly before trying to lean up and kiss Rainbow. The pegasus looked confused for a few seconds before she clued in and leaned into the kiss. Their fur rubbed on each other's lips as their nostrils blew warm air over their muzzles. Their lips stayed sealed as they held that position for a few seconds. Rainbow's magenta eyes opened to see Twilight's blissfully closed. The soft smile that played across the purple unicorn's face as she suckled on her friend's lips made Rainbow salivate.

Twilight bucked her hips up slightly, prompting Rainbow to resume her movements with greater speed. The squishing sound the of cooler became louder as the cyan mare pushed it further into her friend. Twilight screamed as a much more satisfying orgasm rocked her body. Rainbow reached a forehoof to the pump settled by her croup, and hit it with enough force to send the solution out of the cooler and into her friend. The splash of liquid completed the act for Twilight and her deep-throated scream died down.

Dash pulled off of Twilight and sat down on the bunk. "There," she said. "You should be good."

Twilight lifted her head up and asked, "What about you Rainbow?"

"I'm fine, been dealing with estrus for years, but if you really feel like returning the favor, there's always tonight."

Twilight lay her head back down on the bed, allowing a mix of the cooler's and her juices seep out onto the blanket. "Thanks."

***

All the girls were in the dining hall, gathering their meals from the buffet. Hay fries and cakes, floral sandwiches, soups and stews, and a multitude of tropical fruits made a healthy selection for the group to choose from. The two chandeliers hanging from the ceiling shone a warm orange-tinted light over the entire scene. As the mares took their seats at the single, long, tablecloth-covered table, their hooves plodded softly against the carpeted floor.

Octavia and Vinyl sat across from each other at one end of the table, contently speaking of the room's decor, while the elements of harmony, Cheerilee, and Zecora sat at the other end. On the periphery of the latter group were Trixie and Lightning Dust.

"So Rainbow, about those practice sessions once we get to the island," Lightning offered.

"And so I had to demolish this huge pile of rocks Spike had gathered!" Rainbow Dash said to all her other friends.

Lightning Dust huffed angrily and was about to spin Dash around when she locked down the action, not wanting to risk the lukewarm friendship she had managed to establish with her fellow Wonderbolt.

Trixie leaned in towards Twilight and put on the best combination of a smile and pout she could muster. "Twilight? I was wondering if after supper we could practice magic... together."

Twilight looked over to Trixie. Snapping out of the stories Rainbow was telling, her eyes showed a mild shock. "Oh um? Magic practice tonight? I'm not really sure I could, but I'll try."

Before Twilight could clarify any further, Rainbow Dash shouted. "Hey Twilight, remember what you said about the waterfalls in Canterlot earlier today?"

"Oh um, yeah, they're rather cold, but in the relaxing way."

As the purple mare was drawn into another line of conversation, Trixie looked down at her bowl of soup. The glare she gave it was so potent a mixture of disappointment and inwardly directed malice it would have caused all the west field of Sweet Apple Acres to rot. Horn glowing, she lowered her spoon into the bowl and ate, the agitation of her empty stomach nowhere near matching that of her loins or heart.

As lunch continued on, Pinkie Pie convinced Zecora to a rhyming challenge.

"Rhyme something with orange!" Pinkie declared.

"Door-hinge." Zecora smiled at the widening eyes of the party pony.

Eventually the meal was finished. The mares' afternoons were all uneventful, and the dinner that evening proceeded in much the same manner as the lunch had.

***

Trixie was sitting by Twilight's room, her labia positively aching from neglect over the last three days since she had gone into estrus. Now now Trixie, it will all be worth it once you can join Twilight for an evening... and beyond.

Hoofsteps reverberated down the hallway, and Trixie looked down to see Twilight walking down the hall with... Rainbow Dash. The pegasus' wing was stretched over Twilight's back. Trixie winced and scooted her rump against the floor, trying to push back the minor pang of disappointment that almost instantly formed.

Twilight's eyes brightened when she saw Trixie. "Oh! Hi Trixie! What are you doing here?"

"Nothing important, it can wait."

Trixie stood up and walked down the hall the two other mares had come down. Shrugging, Twilight and Rainbow walked into their cabin for a night of intimacy. Turning the corner, Trixie nearly ran horn-first into somepony. She caught the sight in the corner of her eye and reflexively moved out of the way, losing her balance as the other did the same. Looking up in shock, Trixie saw Lightning Dust.

"Saw them together, didn't you?" the teal pegasus asked, picking herself of the ground.

Staying on her side, Trixie answered, "Indeed... Is it wrong to want to be in a herd with former rivals like this?"

"Hardly," Lightning replied. "We both know what we're like at our worst with them, yet we've still been able to do damage control. It's relieving, knowing that they can handle us."

Trixie stood up and adjusted her hat. She felt a dripping sensation from between her legs and she crossed them. "This is excruciating," she whined, before getting a hold of herself. "Sorry, I'm a few days in; I just have to wait out the rest, then I can think clearly for a month and figure out a way to tell Twilight how I feel."

"It's okay, I'm only my first day in, and I can get pretty insufferable when I'm in the mood too."

The two mares walked back to their shared cabin and had entered when Lightning Dust turned to Trixie.

"You know... Twilight and Dash are falling in with each other, I want to get closer with Dash, and you want to get closer to Twilight."

"Yes, I am aware of that," Trixie answered, hind legs spread out as she walked to her bed and clambered on, rubbing herself against the edge. She coiled up on the bed and looked at Lightning. The blue unicorn's slightly blood-shot and glazed eyes inspected the athletic frame of Lightning Dust. "But if we were all one herd, we'd have to cooperate with each other."

Lightning Dust lightly kicked the cabin door shut with a back hoof and went to stand in the middle of the room. "But it's Twilight who has the worst history with you." Lightning pointed a hoof at Trixie. "And Rainbow Dash who has the worst history with me." She gestured at herself.

Trixie winced to distract herself from the heat coming off her legs as she continued to size up Lightning. Her mind was thoroughly addled when she said, "I'm not entirely certain what you're getting at."

Lightning Dust walked over and put her forehooves on Trixie's bed. "We can help each other. I find a way in through Twilight, you find a way in through Rainbow. Then, we meet in the middle, and we all get what we want." Lightning was panting at the idea of winning Rainbow when she clambered up into Trixie's bunk, not thinking.

Trixie uncurled and visibly relaxed at the idea of having a friend to rely upon in her bid to be with Twilight. "So we have a plan?" A smile formed over Trixie's face when Lightning nodded. "When do we start?"

Lightning took a step closer to Trixie. "We start..." She leaned in towards the unicorn. "Right now."

Trixie didn't wait for her to close the gap between their lips; she lunged forwards and made contact. The two kept their lips locked as Trixie sat up and wrapped her forehooves around Lightning Dust's neck. She pulled the pegasus into a hug before leaning back and dragging the teal mare down to stand over her. Lightning obliged the motion and let Trixie massage where her wings joined her back.

Lightning's wings stretched out and wrapped around the unicorn, encapsulating her in a teal light. The light was soon joined by a soft blue glow from Trixie's horn. Lightning ignored whatever spell she was casting and pressed her tongue against Trixie's lips. They soon parted and they wrestled tongues with one another. Trixie moaned into Lightning's mouth when her tongue was subdued and pinned by the pegasus'.

Trixie felt a drip of liquid land on her knee and she looked down. Lightning was clearly enjoying being on top. Trixie tried shuffling about to position herself underneath the pegasus' vagina. The Wonderbolt cadet attempted to keep contact with her mouth, but she eventually broke off in time to see Trixie's wet marehood in front of her face.

Before she could perceive the unicorn's intention, Lightning felt Trixie's tongue run across her entrance. Her eyes rolled back in pleasure as she gave a shuddering sigh. Trixie bucked her hips slightly, causing a fleck of her juices to splash onto Lightning's cheek. As Trixie's tongue explored her entrance with increasing vigor, Lightning gave a tentative lick of the droplet and lowered her head toward's Trixie's vagina.

Not wasting time, Lightning shot her tongue into the eager slit and moved it around rapidly. Trixie may have gotten a head start, but she was going to make her come first. Lightning used a combination and moving her tongue side to side and her head up and down in order to stroke every inch she could reach.

Trixie finally plunged her own tongue inside of Lightning, smiling as the pegasus dripped onto her face. Trixie moved her tongue in slow circles inside of Lightning. It was a spiral that moved deeper into the pegasus with each repeated motion. All the while the cornflower blue unicorn's hips bucked against Lightning's face, covering her partner's face in juices as well.

Lightning pushed her face into Trixie, burying her muzzle into the outermost lips. That, coupled with the hot breath from her nostrils tickling her belly, sent Trixie over the edge from her slow build up.

Trixie wrapped her hooves around Lightning Dust's flank and pulled her down as she banged her head on the mattress. Trixie's head would bound off the cushion to drive her tongue into her partner before repeating the process. Barely able to breath, Trixie smiled when the dam broke inside Lightning. The pegasus threw her head up and out of Trixie and gave a husky and rough moan in satisfaction. Trixie let the juices, small in amount compared to her own, drip onto her face as she made a valiant effort to lick it all up. When Lightning was cleaned up, Trixie shuffled out from beneath the pegasus' legs.

Lightning turned around and lay beside Trixie. They spoke between lapping at the feminine cum still on each other's faces.

"Thank you, I really enjoyed that," Trixie said, pecking Lighthing's left cheek.

"Yeah, it was good for me too..." A smile cracked over her face. "Made you cum first."

"Ah, but I know I made you cum harder." Trixie lifted her chin up to let Lightning nibble a bit and clean her neck.

"Doubt it." Lightning replied nonchalantly. "Herd-mares?"

Trixie pressed her hooves to against Lightning's chest playfully as oxytocin flooded her brain. "Herd-mares." Trixie's smile weakened. "But we'll have to go through a lot of favors to spend time with Twilight and Dash."

Lightning Dust smirked. "Two mares like us? If we really set our minds to it, we can win this."

Author's Note

Alright, first sex scenes are done and out, and we have one of the story arcs beginning - as I intended - with a bang. Trixie and Lightning, along with Twilight and Dash, what things are going to happen before these four get together? Quite a bit, but there will be plenty of other satisfying scenes in the mean time.

It's a long boat ride, anypony got particular suggestions on what you'd like to see outside of the Twixie Raindust dynamic prior to their arrival?