Twilight ran through town as fast as she could. In her hurry, she had forgotten to put anything on, but she didn't notice this fact until she was already over halfway to the boutique. She blushed, but, hey, Equestrian law gave her the right to run around naked, and by Celestia she would do it if she had to!

It was mid-day, so many ponies were out and about. While they did stare at the sight of a naked mare running around, they shrugged and figured there must be a good reason if she was so distressed.

Panting, Twilight Sparkle finally made it to the entrance of Carousel Boutique. To her surprise, the sign read "closed," but she barged in anyways and began searching for Rarity. After a fruitless comb-over of the ground floor, she began to ascend the stairs, and then picked up speed when she heard a shout, adrenaline from earlier still pumping through her veins. Being nude felt... primal, she thought to herself. It made her feel more sensual and powerful. but there was no time for these thoughts, she had to tell Rarity and then the rest of her friends that they needed to get to Canterlot now.

Twilight opened the door to Rarity's room, then gasped at what was going on inside.

Rarity was sprawled out on her bed, Pinkie Pie's head buried between her thighs and... what was she doing there? It almost looked like she was kissing the white mare's vagina. Regardless, Rarity was clearly enjoying it immensely. Her white hands gripped the pink mare's head and ran through her hair, occasionally drawing her closer and yelping loudly. Pinkie simply made little "mmmphs" and sucking noises; not like she could do much else.

Even more curious, Pinkie Pie was wearing an odd outfit, and it clearly wasn't designed to cover her body. If anything, it made her breasts look bigger and her hips look wider, simply by covering up the parts of her body surrounding them. It looked tailor-made for this sort of activity, so Rarity must've created it just this morning.

They didn't appear to have noticed her entrance, being caught up in... what did Celestia call it? Making love? She liked that term; it helped assure her that what they did had truly been right.

Twilight's thoughts were forced back onto the matter at hand as she felt pleasure shoot through her body, realizing she had subconsciously began stroking her marehood. She was still hot even after her orgasm from earlier.

Unfortunately, she couldn't bring herself to stop the incredibly hot love-making session taking place before her.

Pinkie lapped at Rarity's dripping folds, making her moan and cry out her name intermittently. Eventually, Pinkie mimicked what Rarity had done to her earlier, and used a hand to pull back the white mare's clitoral hood, giving her direct access to it. Pinkie dove in and sucked, hard.

Rarity came instantly, screaming Pinkie's name loud enough for it to echo throughout the store. Pinkie, with a smile gracing her lips and a blush on her cheeks, took even more fluids from the mare on her face. There was something so undeniably arousing about having this stuff on her body!

Upon closer inspection, Twilight saw that Rarity's face was covered in mare juice as well.

With Rarity still spasming and cooing in pleasure, Pinkie finished lapping at her marehood and finally sat up, noticing the naked, blushing Twilight Sparkle standing in the doorway in the process.

"Oooh, hey Twilight! Enjoy the show?" Pinkie said, wagging her eyebrows suggestively. "You know, tickets to join are free for friends."

"Well, I'd love to Pinkie, but there's actually something urgent I want to discuss with you and the rest of our friends. It's about a new mission from Celestia." said Twilight, handing the scroll to Pinkie. "This letter details everything."

Pinkie read over the letter quickly, donning a cute scrunchy face, then voiced her thoughts on it. "I don't think it's that urgent, Twilight. She doesn't even specify when she wants to meet us! You sure you aren't overreacting again?"

"Well, yeah, maybe a little..." Twilight admitted. "I did run the whole way over here naked."

"Twilight, dear, Pinkie Pie and I will need a shower. You should go and round-up our friends, then bring them back to the boutique. We should be all cleaned-up by then." Rarity had finally recovered, but was still panting heavily.

"Alright, you two, that sounds like a plan." With that thought, Twilight rushed downstairs and out the door, clearly still feeling like she was on a timer.

They both waited until, as expected, Twilight came back in and they heard her hoof-stomps coming back up the stairs. Panting, blushing, and looking the tiniest bit sheepish, she spoke as soon as she entered the room.

"Maybe I should find something to wear before going out again."

Twilight had little difficulty rounding up her friends. They were all having slow days, it seemed, and instantly perked up at her approach. They had all worked so hard and done so well at their jobs over their lives that they could practically afford to take vacations at will. Even the Apple family let Applejack go, seeing as how this was an important call from Celestia herself. Fluttershy managed to convince Golden Harvest, who had recently been laid off, to take care of her animal friends for a modest pay.

When Twilight returned to the Boutique, Fluttershy in tow, the other four were already in the lobby, chatting amicably.

"Alright, everypony. The next train to Canterlot is here in half an hour, so we have until then to get ready." said Twilight.

All of them had already read the letter, and had mixed ideas about it. Rarity spoke.

"Twilight, the letter mentioned the changelings had a new way of feeding off of ponies' love. It said something about intense pleasure... you don't think...-" Rarity trailed off, but they all knew what she meant. They all held the same concern.

"I can't be sure, but Celestia says she has her suspicions, so we'll have to speak with her to find out." Twilight replied.

They weren't in the mood for shenanigans right now, so they waited patiently until it was time to leave, each lost in their own thoughts. Before they knew it, the six had arrived at the train station. Each was dressed in classy outfits, as befitting a trip to Canterlot, but, unbeknowst to them, Pinkie Pie kept the naughty-nightwear on beneath her outfit. It just made her feel so hot!

They boarded the train to find that they were the only passangers, the only other ponies on board being the Railroad Engineer and the Conductor.

Eventually, the mane six were bored again. The trip to Canterlot always took several hours, and with that much time on their hands with nothing to do, their thoughts turned back to more interesting things.

Rarity often caught one or more of her friends glancing her way, and she herself wasn't ashamed to admit that she was alternating between staring at Fluttershy's shapely flank and Applejack's huge breasts. She look over at Rainbow Dash to find her staring openly, a blush on her face.

"Yes, Dash dear? See something you like?" Rarity teased. Everypony else turned to observe their exchange, it being the most interesting thing that happened on the trip so far.

Rainbow Dash only nodded dumbly.

"Would you like to see... more of me?" She posed, thrusting her breasts in Dash's direction. Rarity was feeling particularly adventurous after the pleasure she shared with Pinkie Pie.

Again, Rainbow Dash nodded, staring openly at her breasts. Rarity loved the feeling of power she got from so easily manipulating the mare.

Knowing nopony was on the train that would walk in on them, she peeled off her stylish vest, revealing the white midriff beneath. Her nipples were poking through, their pink color faintly visibly against the white fabric. She took the hem of her shirt and paused, then, with a smirk, flipped the whole thing over her head. The motion made her breasts bounce, and Dash allowed a drop of drool to escape her muzzle as they settled back into place.

Rarity's grin only grew wider as she felt the lustful gazes of her friends. She actually kind of liked the feeling she got from being so exposed. While there was virtually no danger of being caught, she still got the impression since it was a public place. Applejack was the first to speak up.

"Say, Rares... what about the bottom?" she inquired.

"Oh, well, I was hoping that, maybe, somepony else would come over here and-" Rarity began, but was cut off as Dash's lips sealed hers in a passionate kiss. Momentarily breaking the kiss off, Dash's hands reached for the fly of Rarity's pants, and when she found them she wasted no time in undoing them and stripping both her pants and her undergarments off. Next, she shoved Rarity down onto the couch-seat, resuming the kiss with her on top even while slipping a few fingers into Rarity's waiting slit.

Rarity was lost in a haze of lust. She was trying to recover from the rough treatment Dash was giving her, but then Dash did something with her fingers that always sent Rarity off moaning in pleasure, her brain unable to form thoughts that didn't have to do with the overload of pleasure it was receiving.

"Mmmmmph, mmmmDash, aaahhh.... mmmmm." were the only noises Rarity's mouth could make while it was being assaulted by Dash's muzzle.

Without warning, Dash found and tweaked Rarity's clit, sending her over the edge and making her cum once more. The fire in Dash's eyes had let up a little, and now, having came, Rarity could think more clearly, so she began to set about returning the favor. Not bothering to remove anything, Rarity reached into Dash's pants and stuck a few fingers into her marehood once she found it. While the mare was already wet, her juices flowed faster now, staining her pants and undergarments.

Rarity looked around to find that her friends were already engaged in making love with somepony else, in varying states of dress. A half-dressed Fluttershy was receiving some of that amazing tongue-work from Pinkie Pie that they had discovered together, quietly shouting her name all the while. Pinkie herself was clad in Rarity's ensemble they made love in earlier, that little minx. She must've snuck it on board under her outfit, somehow.

A fully nude Twilight, her clothes torn and lying in a heap beside her, was getting the rough treatment from a fully clothed Applejack, much like Rarity had been earlier. Twilight's horn was glowing, however, and Rarity noticed the liquid running down Applejack's legs. Twilight was... using her magic to rub Applejack off! Rarity thought it was a brilliant idea, but she was going to use it in a different way.

Rarity used her telekinesis to grasp Dash's shirt, who was already putty in her hands, and yanked it off of her, then massaged her breasts with the magic. With her free hand, she pushed Dash to the side until they were lying side-by-side, then Rarity climbed atop her, their roles reversed.

"AAaaaahhh, Rarity, your magic feels sooooo gooood." Rainbow Dash moaned. "It's-- AAhhhhh-- so tingly!"

"I'm glad you're enjoying yourself." Came Rarity's reply. She brought her muzzle close to Dash's ear and whispered softly. "Get ready to have the hardest orgasm of your life." Rarity blushed at her use of such a dirty word, but it felt so good.

At this same moment, Rarity swiftly lowered herself until her head was level with Dash's soaking marehood, then, using her magic to pry her nether-lips open and her hands to pull her in, began lapping at the engorged clit contained within.

Rainbow Dash's mind blanked as she began experiencing many times the pleasure she was capable of processing at once, and when her pleasure receptors finally caught up with what was going on, she came instantly in a huge mess all over Rarity's face and shoulders. Rarity relished in the feeling of being coated in the juices of another mare. Groans of satisfaction rang in harmony in the now stuffy train-car.

Everypony else seemed to be taking a break, though they were totally ready for another round, so Rarity let up for now.

"Holy Celestia, Rarity, where did you learn to do something like that?" Dash asked, panting heavily.

"Oh, just something I thought of while playing dress-up with Pinkie Pie." Rarity replied with an air of nonchalance.

Rainbow Dash blushed at the thought of what 'dress-up with Pinkie Pie' entailed.

The noise of the train slowing down drew the mane six's attention.

"Arriving at Canterlot Station in t - 10 minutes, everypony!" Came the voice of the mare driving the train.

The Elements' hearts sped up as they realized that they needed to be presentable for Canterlot in less than 10 minutes.

First, they all stripped and used the water from the sink to rub out any part of their fur stained with mare-fluids, which came out very easily. Unfortunately, the same could not be said of their clothing. The crotches of Rainbow Dash's and Applejack's shorts were stained, Fluttershy's dress was stained a little from the inside, showing through the thin material, and... Twilight's clothes...

Twilight's clothes were completely destroyed, having been ripped off her body by Applejack's prodigious strength. She didn't have anything to cover herself with, so her and Rarity worked on an illusory outfit for her. A simple white cotton t-shirt and panties, but at least she wouldn't be naked, or at least she wouldn't look like she was naked. They could only hope the spell would last long enough for them to make it to the Royal Palace so they could find her a change of clothes, not to mention they hoped that the stains on all their clothing wouldn't attract too much attention.

They finished Twilight's magical covering just in time, having just pulled into Canterlot Station, with many ponies, and one griffin, boarding the train. They had opened the windows in the hopes of airing the smell out of the car, but there were still many ponies who sniffed the air, looks of confusion on their faces.

Completely embarrassed, they quickly made their way off the train and out into the city, trying to avoid the gazes of the Canterlot elite they passed by. Luckily, Twilight knew many infrequently used short-cuts through the city, having lived there much of her life, and they managed to reach the palace entrance without incident.

They were startled by a serene voice from behind them.

"Well, My Little Ponies, we seem to have been having some fun."

Author's Note

I lied! This story will remain clop-centric. I do want to get into some more actual story stuff later, but I assure you the mane six will be distracted by many more sexy shenanigans and discoveries along the way.

Btw, this was literally my thought process for writing this chapter:
-'I wonder what they'll do with Celestia...'
-'Wait, they need to ride the train to get there'
-'I can just skip the train scene'
-'but wait, they can have sex on the train, can't they?'