A Thin Line

by Scorpan

Rating: mature
Tags: Anthro, Main 6, My Little Pony: Friendship is Magic, Alternate Universe, Romance, Rarity, Sex
Length: 46188

Where does one draw the line between Friendship and Love?

The Elements of Harmony have been great friends since that fateful Summer Sun Celebration, and now they've been given the opportunity to come even closer.

Where does one draw the line between Friendship and Love?

Published 2013-01-25 09:20:01 UTC
Last updated 2013-11-25 05:01:04 UTC

Invitations

Night had long since fallen across Ponyville, and a curious event was taking place, hidden yet in plain sight.

Rarity panted into the night air behind her own boutique. She was splayed out on her back, nude and in plain sight aside from the cover of night and the fact that nopony ever walked around the back of the building. Her body was covered in a fine sheen of sweat, and her aching nipples pointed up towards the night sky, begging for somepony, anypony to tweak them or suck on them, even if it was just a little.

Even more curious was the sight of the pony in front of her, hands running up and down Rarity’s thighs with her head buried between them. It was a familiar cyan-coated Pegasus, dutifully servicing the unicorn’s luscious folds with her agile tongue.

“Rainbow Dash always was the best at licking.” Rarity thought to herself, but her thoughts were quickly cut off as Dash nipped at her now-exposed clitoris and sent her reeling in pleasure, her back arching and thrusting her melon-sized tits skyward. "Mmmmm, and she still is." She was nearing her fourth orgasm of the night, and she was sure she had given at least as many to Rainbow earlier. The thought only made her hotter.

“Ooh, OOOooohcelestia Dash, please don’t stop!” Rarity managed to gasp out.

“Mmmph!” Was Rainbow’s response.

Rarity's nipples were aching even harder now, and she wanted to send a signal to Dash to lavish some attention on her breasts, but every time she tried she was... distracted... so, the situation being as it was, Rarity reached to her breasts with her own hands and started fondling, occasionally licking the upper half of one in her lust-induced haze.

In one glorious moment, Rarity tweaked both her nipples at the same time that Dash decided to graze her clit with her teeth, and it nearly sent her over the edge. Rainbow paused in her ministrations and lifted her muzzle from between Rarity's thighs, her face dripping with cum and a blush spread across her cheeks.

"You really liked that, huh?" Rainbow asked rhetorically, and then dove right back in.

"MMMMmmm, aahhh, YES, Rainbow, that's EXACTLY what I like!" Rarity answered anyway, though not consciously. Her mind was overcome with pleasure as Rainbow relentlessly assaulted her clit, and Rarity couldn't help but cum in a mess all over Dash's face.

Dash finished up, licking a few more times and earning some moans from Rarity in the aftermath, then began to crawl up her body, lavishing attention over her curves with her hands along the way, before meeting their lips in a passionate kiss at the apex of her ascent. Rarity tasted her own cum on the mare's tongue, and it served to be slightly arousing but, judging by the slowing actions of the mare making out with her, they were both ready for bed.

They rose slowly from the bushes, holding each other's hands, and quickly peaked around to ensure no one was watching before quickly dashing to the doorway of the boutique around the other side. They had shredded or otherwise destroyed their clothing at some point during their love-making, but that didn't bother Rarity much. She loved finding excuses to make new outfits.

They trudged up the stairs to Rarity's room and flopped their sweaty bodies down onto the bed, too tired to bother themselves with a shower. Rarity knew all of their other friends were in similar situations now, cooling down after a night of passionate love-making.

In the warm afterglow of sex, Rarity's thoughts always turned to her friends, and the wonderful history they shared that led to moments like these. All the fun and trials alike that had strengthened their bonds of friendship until they were something that was, just maybe, beyond friendship.

Where Rainbow Dash was out near instantaneously, snoring lightly, Rarity lightly drifted off to sleep, a smile on her face.

Her dreams told a tale of the past.

Rarity was busy at work in her personal inspiration room. Everything was layed out perfectly for her next ensemble, and all she needed was the finishing touches to make it truly complete. While the stitching was easy and the colors had been specified in the order, she found that the embroidery was proving to be very difficult to pull off. It had seemed like a fantastic idea at the time, but when she actually sat down and got to work on her brilliant new embroidery design, she found herself regretting the decision.

As she began to pattern out the last frustrating section of the over-complicated design, she heard somepony knock on her door downstairs.

"I'm busy, but you can come in if you'd like!" She shouted down. The distinct sound of the Boutique's front doors opening and closing could be heard.

Rarity had finally finished her design just as she heard the hoof-steps of her visitor ascending the stairs, making a beeline for her inspiration room. She turned, took off her signature red work glasses, and did a once-over of herself just before her guest entered. While she was dressed in her work clothes, consisting of a plain white shirt that blended nicely with her coat and blue-jean shorts, she assumed she was presentable enough for anypony that was apparently familiar enough with her to risk coming straight into her inspiration room on short notice. When the door opened a smiling Twilight Sparkle greeted her.

"Hey Rarity! I know you're busy, but I'm kinda excited to deliver these to all of our friends around Ponyville." Twilight indicated the objects in her hand; envelopes with custom designs and emblazoned with each of their cutie marks.

Ever with an eye for fashion, Rarity appraised Twilight's apparel: Typical pink accented shirt with a purple vest to compliment her colors, and long blue jeans for a classy look. It seemed they had a similar fashion sense today. "Oh, it's really not a problem dear. I was just finishing up, as it were, and was simply planning on shipping my latest creation to Canterlot for review." Rarity said as her eyes spotted the white envelope with her mark on it and her horn lit up to pluck it from Twilight's fingers.

"Oh, well, that's great then! I wanted to let you know that I'm hosting another slumber party, and I can only hope that it'll be as fun as our first one! I know that it started out rough, but I think we worked everything out, and I took detailed notes and used them to draw up a detailed outline that will ensure we have fun this evening!" Twilight looked like she wanted to continue, but Rarity cut her off.

"Twilight, dear, you mean this evening? As in, this evening, this evening?" Rarity replied, stymied by the thought of delivering invitations for a party later that day. Sounded more like something Pinkie Pie would do.

"Yes, of course this evening! Spike's away on royal business in Canterlot again, and that made me think of our first slumber party, and the memory made me want to try it again! Of course, it'll be a little different this time with everypony there, and I'm still working out sleeping arrangements, but I'm sure we can have just as much fun this time as the last time!" Twilight had an undeniable shine in her eyes, and her joviality was infectious.

Rarity smiled.

"Alright, Twilight, I can be down there for tonight, I'll just need to close up early and plan on what to wear for the occasion." Rarity said half to herself.

"Oh that's actually a point that I forgot, but thanks for reminding me. You should wear something that you would be fine falling asleep in. My research shows that ponies often fall asleep at a good slumber party without notice, since they go well into the night, so keep that in mind when you choose something to wear." said Twilight. She clearly had this planned out.

"Of course, I'll be sure to keep that in mind." Rarity replied

"Thanks. Well, I've got to go and deliver the rest of these invitations, and you need to get ready. Details are on the card. Bye!" Twilight quickly rattled off before her horn shined and she teleported in a flash of pink light. Rarity looked out the window of her inspiration room and spotted an excited looking Twilight running away from the boutique in the direction of Sugarcube Corner. She couldn't teleport onto property that she didn't own without permission, anyways. That was against the law.

Now left to her own devices, Rarity had time to peruse the invitation and really think about Twilight's request. Of course she was going to go, but she still wanted more details on what exactly it was that she had agreed to in the heat of the moment that was brought on by Twilight's infectious giddiness. Looking over her customized invitation, written in an elegant script, she gleaned that she was cordially invited to Twilight's slumber party this afternoon at 7:00 pm, and that she was to enjoy herself, especially the "surprise" that was mentioned. Rarity didn't know what this surprise was, but she knew that Twilight wouldn't do anything without conducting extensive research before-hand. The preparations for this party alone were testament to that fact.

Rarity set about trying to find something to wear for her soiree at Twilight's house, which she was sure could take up the rest of the day until then. She quickly ran downstairs to set out her "closed" sign and then ran back up into her room, where her wardrobe was.

She thought about what she wore to bed, like Twilight said, and then blushed as she realized that she usually slept nude. Opting not to show up to Twilight's house naked, she instead rifled through all of her possible outfits that could even have a slight chance of suiting the occasion. There's no such thing as bad ideas when you're brainstorming, Rarity told herself.

Throughout the day, many outfits went on and came off as she tried to mix and match different pieces to create the finest piece of nightwear one could possibly imagine without making a new one herself, of course. Her outfits ranged from the elegant and flowing to the risque and revealing, but the final decision clearly lay somewhere in between. This was an informal party, and it was with only her close friends to boot, so she should dress in a way that errs on the side of casual, but begets a certain air of refinement. She settled on a simple purple midriff and purple panties that complimented her mane and tail, not to mention each other. While their design was understated, their materials were very rare and expensive, which gave an aura of elegance to their simplicity even to the untrained eye.

Before she knew it, the time of Twilight's slumber party was already nearing, and Rarity had to quickly check herself in her bathroom mirror to ensure she looked stunning. After all, wasn't it her friends who deserved the best?

Rarity set out for Twilight's place clad in her night-wear. Since Equestrian society was relatively loose, almost any apparel was suitable for wearing outdoors so long as the naughty bits were covered. While Equestrian law didn't exactly preclude public nudity, it was still rare to see, and generally frowned upon. In any case, few ponies were out at this hour, and none batted an eye at her outfit, though a few ponies did glance at her a few times, apparently stunned by her beauty. She had brought nothing else with her, as the invitation had requested, and was fully prepared to experience the fun Twilight had planned the way that she meant for it to happen. Lost in thought, she hardly noticed she was already at the front door until she practically bumped into it.

Composing herself, Rarity spoke "Twilight, I'm here, may I come in?" She knocked lightly a few times to emphasize her presence. There was no answer. After waiting a few minutes, impatiently tapping a hoof, she finally rationalized that she was a friend and it was fine to walk in on short notice. Twilight had just done the same to her earlier today, after all.

Rarity stepped in and was greeted with a Library that was re-appropriated into a plush and inviting dimly-lit room that could seat six ponies comfortably with room to spare and a snack bar was already laid out against one of the walls. Rarity knew first-hand that Twilight was a poor cook, so she reasoned that she must have ordered a pre-fabricated party set or done something with her magic.

Seeing no sign of Twilight, Rarity ascended the stairs, making the clopping of her hooves against the wood more apparent so as to avoid startling the poor dear. She quickly came across the door to Twilight's room, which was closed shut, and without thinking opened it.

Twilight stood there, naked, with her back turned and was rifling through her own wardrobe, fretting about what to wear. At the sound of her door opening, she turned and spotted Rarity.

"Oh, Rarity! Sorry, you spooked me!" said Twilight.

"My apologies, Twilight, I didn't realize you were still getting dressed, I'll just take my leave -." Rarity began

"No, no that won't be necessary. I was actually hoping you might help me pick out something to wear? I'm not sure how one dresses for these things, since I've never done much with social gatherings, and I usually sleep, well, you know..." She trailed off.

At the sound of Twilight saying she wanted help with something to wear, Rarity perked up. "Oh Twilight, of course I'll help you decide what to wear! Just you wait and I'm sure I can find something in your wardrobe that will look simply ravishing!"

"Thanks, Rarity. I hope it's not awkward in here with me, but I figured 'hey, we're all mares here,' so... yeah." said Twilight.

"Anytime, dear." Was Rarity's only reply, and then she set to work looking through Twilight's clothes. While she had a relatively sparse collection compared to Rarity's own, it was actually one of the more respectable wardrobes in Ponyville, and certainly the best aside from her own among their circle of friends. Occasionally, Rarity would glance back at Twilight, who was simply waiting patiently. She once thought she caught her staring, but she often thought that with her being so beautiful, so she figured it was simply her instincts saying somepony was watching, without any real evidence. Finally, Rarity found the outfit for Twilight to wear tonight: a two-tone blue and purple midriff with simple white panties. While it wasn't perfect, it was the best she could find without running home and giving Twilight some of her clothes.

Rarity walked over to Twilight and got down to her knees. Twilight realized she was offering to put the clothing on for her and blushed a little, but turned around to hide it. She lifted first one leg and then the other as Rarity reached down to pull the panties up her slender legs.

Rarity couldn't help but admire her friend's figure as her white fingers grazed against the soft lavander fur. Her naturally thin frame was offset by her sedentary lifestyle, which gave her some needed fat, and she clearly exercised occasionally in order to stay healthy, which showed especially in her flanks. Rarity was drawn to Twilight's rear as the panties slid up to it, and she felt something stir inside her when she looked at it. Twilight had lifted her tail earlier in order to keep it out of Rarity's way, so her cute butt was on full display for the seamstress. She noted how it was... what was the term... tight, was the word she would use, tight. It was cute and not too flat nor too pronounced, and Rarity could spy just a hint of her marehood peaking out...

"Rarity, is something wrong?" Twilight inquired.

That snapped Rarity back into reality quickly. She just realized that she had been staring at her friend's butt for at least a full minute with the panties held still around her thighs. Rarity quickly pulled them all the way up with a blush, then stood as Twilight turned to face her.

They were about the same height, much like the rest of their friends, and Rarity couldn't help but get an eyeful of Twilight's breasts as she rose. They weren't quite as big as her own FFs, but not many were. Twilight's were actually very respectably sized, being about D-cups, and they suited her frame very nicely. Rarity managed to snap herself out of it without Twilight's prompting this time, and looked up into her eyes.

Twilight was staring, confused.

Honestly, Rarity was just as confused. She'd never been really attracted to any mares before. She tried to think of stallions, especially one with a winning attitude unlike that boor, Blueblood, and she was still attracted to the idea. It's not like she was a filly-fooler...

"Uhm, Rarity? You wanna put on my top now, or do you need me to do it?" Twilight questioned.

The tension in the room was thick. Any moment one of them would do... something... and it wasn't going to be pretty. Wordlessly, Rarity handed the top over to Twilight and quickly took her leave of the room. As she descended the stairway, however, she failed to notice another presence that had already begun to occupy the main lobby.

"Hey Rarity! Where's Twilight? I've got just the thing to start this off, and I know it's gonna be so much fun!" It seemed the pink ball of energy had just arrived.

"Sorry, Pinkie, but I believe Twilight has this evening mapped out already. I wouldn't recommend getting in the way of her plans. You know how she gets sometimes." Rarity replied, a blush still on her face at the thought of her recent encounter with Twilight.

"Oh Rarity, you're probably right. I should trust that my friends probably know what's best!" Pinkie replied, not letting Rarity's shutdown bother her at all. "Oh, by the way, the others should be here shortly. I delivered the invitations myself!"

Rarity found herself distracted by Pinkie's bouncing. She wore a simple thing that looked like a blue two-piece bathing suit, and there was clearly nothing to support her bouncing D-cups, the same size as... Twilight...

"uh, Rarity? Helloooooo?" Pinkie broke Rarity out of her third trance that evening.

"Uh, yes, I'm happy Twilight found a way to deliver the invitations and still had time to prepare the party. I'm sure she's very grateful for your help." Rarity quickly replied. This seemed to please Pinkie Pie, who went about inspecting the party and all the amenities it had to offer.

Rarity's thoughts, on the other hand, turned inward.

"Why would I be having these thoughts now? I don't feel the same way about other mares. Why, I just had a spa treatment the other day, and I wasn't feeling like this then!" Rarity thought to herself. It was almost like she wanted to hug Pinkie... or Twilight... or whoever! but it was stronger than that. Rarity knew about kissing and romance and even a few of the smutty details, but these feelings were still new to her, and she was unsure how to act upon them, or even if she should act upon them, especially with one of her close friends.

Luckily, distraction from her own thoughts came in the form of a loud group of mares entering the room at the same time. Well, it was actually a scantily clad Rainbow Dash and Applejack having some sort of physical confrontation while Fluttershy walked nearby in a night gown, trying to calm them with soothing, whispering tones. Twilight had just descended the stairs, now with her top on.

"Alright, everypony, looks like we're all here. Now we can move to step one on the checklist, and Pinkie's favorite game: pin the tail on the pony!"

Tension

The six friends had more fun that night than at any party they had before.

The party was completely planned out and regimented, but that was only behind the scenes. In practice, nopony noticed the way that everything was planned since all the events flowed so well from one to the next. A quick but absolutely boistrous game of pin the tail on the pony flowed seamlessly into a ranbunctious pillow fight. They followed that up with mud facials to freshen up, and that overlapped and eventually completely transitioned into gossip about the town and its residents.

Clearly, Twilight had done her homework this time, and she was getting to the point that she could throw parties like Pinkie Pie, though Rarity was led to believe that Pinkie did indeed provide at least a little help with all this.

Twilight also seemed to have done an analysis on all their friend's interests, or, more likely, she already knew them so well after being such close friends for these past few years, and was clearly trying to please everypony with an event that catered to their interests, but still left plenty of room for the others to enjoy it. While Rainbow was on the fence about the mud facials, she found that she enjoyed it quite a bit after she tried it.

Everypony was smiling the whole time, and all of their faces were tinged with red due to the joy they experienced that night. At one point, Twilight broke out some red wine, a gift from her sister-in-law, Cadance, but everypony simply sipped at their glasses, not wanting to spoil the night by getting too drunk and forgetting it or, even worse, ruining it.

After all the planned and catered events, it all culminated in a grand game of spin the bottle that was supposed to be fun for each of them, and sure to be forgotten by none of them.

"Ah think we should go clockwise, startin' with Twi." Applejack suggested.

"No way AJ, we should totally have a competition to see who wins the first pick." Rainbow countered.

"Well, ah was just thinkin' that maybe we should keep it fair for our friends that might not be able to keep up!"

"Or maybe those who CAN keep up deserve to go before the others!"

It was common, almost customary, for these two to have a little bit of a scuffle at every get-together, but Twilight was quick to break this one up, being how excited she was for her party to end on the perfect note; the final piece that would truly make this the best night ever.

"Alright, you two that's enough. I'm not sure if all of you even know how this game works, but I'll go first to demonstrate." Twilight began. "It's actually pretty simple. All you need to do is spin the bottle on your turn, and, depending on who it lands on, you ask them truth or dare. Whatever they reply, you get to either demand one truth or get them to do something of your choosing, respectively." Twilight seemed confident in her descriptive yet succinct explanation.

"Oh, so I can make AJ here go and fetch me a drink?" Rainbow chimed in.

"Hey now, Dash, I'm not -" Applejack began.

"Assuming it's your turn, the bottle lands on her, and she asks for a dare, yes, actually!" Twilight replied, enthusiasm evident in her tone.

"Sweet!" Came the reply from Rainbow Dash. At Applejack's glare, she added "Aw come on Applejack, I'm just messing with you." This served to mollify her a bit.

"Alright, now I'll begin. I'll just spin the bottle... and that's me, so I'll just spin again... alright, looks like it's you, Fluttershy." Twilght said as she started the game. "Alright then, Fluttershy, truth or dare?"

"Um, I think I'm gonna stick to truth this time, Twilight." said Fluttershy.

"That's fine, Fluttershy. Hmmmm... Oh, I know! Have you ever had any coltfriends? I know that's a good question, my research told me it was a surefire way to have fun at this game." said Twilight.

While the others were slightly taken aback by Twilight's brazen question, her apparent innocence combined with their own undeniable curiosity kept their words in check. To their surprise, Fluttershy answered.

"Ummm, well, no, not exactly."

"Hmmm, alright then, I guess it's now Rainbow's turn." said Twilight.

Nopony was exactly surprised with the answer itself, but it was still a revelation to know with certainty that Fluttershy had never dated a colt before.

"YES! Alright, one of you suckers are so getting dared" Rainbow Dash spun the bottle, and it landed directly on Rarity. "Oh, looks like I got you, Rarity, alright then, I dare you to-" Rainbow began.

Twilight cut her off, saying "Actually, Rainbow, you're supposed to ask her whether she wants a truth or a dare."

"Oh, yeah, right... so then, truth or dare, Rarity?" Rainbow Dash amended.

The alcohol almost convinced Rarity to be adventurous and take a dare, but then she made her decision. "Truth, of course." She replied.

"Alright then, have you ever kissed... a mare?" Rainbow asked.

The question was a little out of left field, but not exactly uncalled for, since it was well known among them that Rainbow Dash was attracted to mares. She simply didn't have a relationship since she decided not to in lieu of her physical conditioning.

"No, and I may never." Rarity replied. She wasn't sure exactly how true that statement was, however, what with the previous encounter she had with Twilight in her room. A blush came to her cheeks.

"Hmm... I'll take that no for now, but the blush is telling me that might not be the whole truth." Rainbow replied. Her soft smile belied her good intentions.

Around the room they all took their turns, and it was mostly trivial tasks or the occasional question about their dating habits. To many of their surprise, all the answers to the more romantic questions were negative, and it seemed as if none of them had dated or even really had kissed before, except Dash and AJ, who swore they kissed a filly and a colt, respectively, when they were younger.

Eventually, Rainbow Dash's turn came back around, and she spun the bottle to have it land on Rarity again.

"Alright now, truth or dare, Rares?"

Rarity was now feeling adventurous again, and took her first dare of the night. "Dare me." She replied.

"Alright Rarity. I dare you to..." Rainbow Dash took a glance around the room, and her gaze landed on Twilight. "Kiss Twilight." Rainbow Dash crossed her arms, a smirk on her face.

"What? You want me to... oh, well, I guess it IS the rules." While it seemed simple on the outside, it was anything but on the inside. Her memory flooded with images of Twilight, naked, with her incredibly tight flank on full display only inches from Rarity's face. She visualized the tight core of her body leading up to her full breasts, and the cute librarian face that she seemed too innocent to notice.

Rarity failed to notice that Twilight had already come over, both of them kneeling on the ground, and Twilight's slender hand was on Rarity's shoulder.

"Well Rares, are we gonna do this? In front of them?" Twilight asked. Her blush betrayed the fact that similar thoughts were likely running through her mind.

Rarity couldn't take it anymore. She answered by gently leaning forward and pecking on the lips, then pulling away in embarrassment. It only stoked the flames.

Rainbow was about to speak up and jokingly complain about their feeble kiss, but then Rarity went back for more without any prompting, taking all of them, including Twilight, by surprise. The sexual tension between them finally diffused.

Only to be replaced with passion.

The other four watched in awe as the kiss kept going. They let out a slight collective gasp as Rarity tilted her head sideways and placed her hands on Twilight's upper arms, then drew her in closer, their breasts mashing together between them. Twilight's shocked, wide-eyed expression soon faded, and then she appeared to begin reciprocating. Rarity's tongue darted out on instinct and invaded Twilight's mouth. It was weird at first, but then she realized that it was fun to push back and forth with their tongues, so she did the same.

"Mmmmmh." They both quietly moaned.

At some point, They realized how long they had been kissing in front of their friends, and almost forcibly came apart, a strand of saliva connected by their lips and dangling between them.

Rarity looked down and saw that both of them were undeniably aroused, wetness showing through their panties.

As the two gazed around, they saw all their friends wore the same expression; shocked amazement. They were stunned into speechlessness, while Twilight and Rarity simply sat there, holding each other and blushing. Rarity couldn't help but run her hands through Twilight's mane. It was just so soft.

Rainbow Dash was the first to break the silence.

"Wow... that was... that was, really hot, you guys. Thanks, I guess?" At first, the twosome blushed even harder, if that's possible, but then they turned their heads back towards each other and stared into each other's eyes. There was definitely something in their gazes that wasn't there before, and everypony else could notice it too. They simply couldn't find a name for it.

Twilight and Rarity looked down to Dash's crotch and spied wetness between her thighs as well. At this, they smirked and leaned back into each other for a quick smooch, just to tease, then finally disengaged and Twilight walked back over to her place in the circle.

"Well, um, I guess we should... continue the game?" Twilight suggested.

She was met with a chorus of approval. While the other Elements weren't completely sure of what had happened, they knew that Twilight and Rarity now shared a special, deeper bond, and they wanted it too. It was evident while they kept playing, doing some standard rounds in the interim to cool off; Twilight and Rarity kept shooting each other glances, and they appeared to be speaking on another level that the others couldn't understand. When it came to be Twiliight's turn, she spun the bottle and it landed on Rarity.

"Rarity" Twilight whispered with half-lidded eyes. "Do you want truth or dare?"

Rarity simply sat with a glazed expression for a few moments as she allowed the sultrily delivered question to sink in. "Dare me, darling." came her reply.

The group sat with bated breath, waiting for what Twilight would dare Rarity to do; how she could possibly up the ante.

"Rarity, I want you to... strip for me." said Twilight.

Rarity's face shifted through a few expressions: one moment of offense, followed by a scrunched up face that signified her thinking, then a look of resignation as she stood up, and finally an almost... fiery look as she reached for and grasped the hem of her shirt and began to lift.

Rarity took it slow, something was telling her to be a tease, as if Twilight would enjoy it more. She didn't have much clothing on in the first place, however, so she simply lifted it slowly, revealing inch-by-inch of her magnificent white coat, and then she began revealing her breasts, the material stretching to curve around them. She let the material slide over her now hardened nipples, and let out a light gasp as the pleasure shot through her system. With her nipples revealed, she made a deft move and quickly removed the rest of the midriff, standing topless before her friends, and striking a pose for Twilight.

After Twilight was finished staring in awe, she spoke. "Rarity... I meant all of it."

Rarity smirked, simply said "I know," and turned so her rear was facing her friends. She bent over, lifted her tail, and began to pull the material down her body. The center was stuck to her wet vagina, and made a light sucking noise as it finally parted from her body. All of them could see the drop of Rarity's arousal that fell from her marehood. She continued dragging the panties down her long, white legs, and continued bending over, presenting more and more of her dripping mare hood to her friends. When the panties finally reached the floor, she gave her flank a little shake, and stepped out from over them. She gathered her top and panties from the floor, and threw them somewhere else across the library, all the while keeping her eyes fixed on Twilight, who couldn't stop returning her gaze.

"Is that what you wanted, dear?" Rarity asked Twilight. She dropped back down to sit on a soft cushion in such a position that her bare, prodigious breasts were thrust forward in Twilight's direction. "I don't know what I'm doing, or why I'm doing it, but it just feels... natural." She thought to herself.

Twilight didn't answer, she just allowed the drool collecting beneath her tongue to escape from her mouth. She didn't even notice when the bottle spun again and landed on her; it was Fluttershy's turn.

"Twilight, uhm, do you want to tell the truth or do you want a dare?"

Fluttershy's voice served to knock her out of her trance, and she had a determined look in her eye now. "Dare."

"Oh, okay, I was, well, that is to say I... I... I dare you to, maybe kiss me."

Without hesitation, Twilight seemed to glide over and place her hand behind Fluttershy's head, briefly stroking her silky mane before drawing in for a kiss.

Twilight, already having a bit of experience, pushed forward first, "mmmm" ing and turning Fluttershy's head sideways to allow her tongue better access. Fluttershy was still taking it passively, but that was natural, considering her nature.

The others gazed on, and Rarity was particularly flustered given that it was Twilight kissing her, on top of the increased sensuality from simply being nude. As Rarity gazed at the passionate kiss, she felt her nipples begin to ache and the juices from her marehood flowed faster, staining the pillow beneath her. Subconsciously, she raised a hand to rub one of her breasts, licking her lips as she did so.

The other members of the mane six were in varying states of arousal. Applejack seemed resistant, but not entirely turned off, Pinkie watched with the curiousity of a filly discovering a new potential friend, Dash was watching with a big smile on her face and a blush across her cheeks, apparently pleased with the turn the party was taking. Twilight was obviously aroused; her panties were soaked through, and one could faintly make out Fluttershy's nipples poking through her thin night gown, signifying they had hardened in response to Twilight's advances.

Finally, Fluttershy seemed to be getting into it. She snaked her tongue out into Twilight's mouth and wrestled her tongue lightly. She even moved her hands down and, in a surprisingly daring move, grasped at Twilight's flanks, her hands covering Twilight's cutie marks.

This earned another "Mmmmm" from Twilight, who redoubled her efforts and pulled them even closer, mashing their breasts together like she had with Rarity just earlier.

Rarity had been massaging her aching nipples this whole time, and let out a soft "ooooh" as she tweaked one. The action alleviated the pressure, but increased the flames of arousal that burned below. She looked up only to notice that her noise had attracted the stares of her friends. She blushed in minor embarrassment and gestured for them to continue the game; even Fluttershy and Twilight Sparkle had pulled apart to look at her.

It was Pinkie Pie's turn now, and when she spun the bottle it landed on Applejack. "Oooohh, Applejack! Alrighty then, truth or dare cowpony?" she asked.

Applejack was as interested in the way this party was going as anypony else, but she didn't show it. "Dare me, sugarcube."

"Hehe, okaaayy! I want you to strip just like Rarity over there; everything must go!" Pinkie Pie seemed to be going with the flow this time, and was clearly in the spirit of things. Her grin was positively massive.

While it was kind of unexpected, Applejack had secretly been hoping for a request like this. "Sure thing." And she did it quick and business-like, with the air of a pony that wasn't afraid to show their body off to the whole world. The others could see why she was confident in her body; it was positively beautiful. She was cut and toned all over, sporting slightly larger muscles that most mares, but her strength was mostly lean. She was actually stronger than most stallions, too. her breasts were huge, being similar in size to Rarity's, though they hadn't noticed before since she tended to bind them up, while Rarity flaunted her 'gifts'. She even undid her hairband and let her blonde mane fall naturally around her shoulders. She had left her stetson at home this time, since it wasn't required when they were inside all night, and she didn't want to risk forgetting it when she took it off to go to sleep. She posed much like Rarity had before her friends, seeming to pay particular attention to Rainbow Dash, who was clearly the most interested.

Rarity was first to speak, this time.

"Darling, you simply must come over more often and allow me to design outfits for you. You have a positively beautiful body, and I know just the thing that would really bring out those curves." she said.

"Why, shucks, Rarity, thanks for the compliment." Applejack said with a blush, her small smile made it apparent that the comment was sincere.

The game had escalated at that point, with every round being a dare, and before they knew it all of them were naked, then Pinkie dared Applejack to kiss Rainbow Dash, where Dash made a grab for one of the farmer pony's large breasts and managed a good squeeze before they broke apart. Next, Applejack dared Rainbow Dash to kiss Twilight, and then Twilight dared Pinkie Pie to kiss her, and then Rarity dared Fluttershy to kiss Pinkie Pie.

Eventually, every kissing combination was exhausted, and the Elements were all significantly flustered. Their nipples ached, with them looking at each other and occasionally stroking a breast, and their marehoods leaked, soaking the pillows they sat on. Finally, it came back to Twilight, and she thought of a way to ante up while she spun the bottle once more. They had dropped all pretenses of Truth or Dare, now it was just Dare.

The bottle pointed directly to Rarity, who wondered what could possibly come next, but she was excited to find out none-the-less.

"Okay, Rarity, I want you to... touch yourself..." She appeared to have some difficulty stating it, even after all the snogging they had done tonight. "...and you have to reach orgasm." She added.

They all had experienced masturbation, or 'clopping', as the Ponyville slang went, before, and actually they had all engaged in it quite often since their first heats, so they were well aware of what was to be in store for them if Rarity followed through. After some thought, she made a decision.

"Alright, dear, but only because you're my friend." Was her reply.

Rarity leaned back, presenting her dripping marehood for them to see, and then slowly drew one hand over to her vagina. She focused on herself in this moment, picturing Twilight's sexy body for the first time during a clopping session, and then it became easy. She began rubbing her dripping outer folds to prepare, which caused her to coo in pleasure, and made her nipples ache ever so deliciously as they often did when she masturbated. She brought another hand up to one of her breasts and tweaked a nipple, earning a soft "ooooh" like the one that distracted the others before. At this moment, she plunged two of her fingers deep inside her vagina, and a wet *squelch* could be heard with each time that Rarity's fingers pumped in and out of herself.

It was unbelievably sexy.

The rest of the mane six had huddled closer towards Rarity, watching her masturbate with a marked interest, but Rarity never noticed, keeping her eyes closed the whole time.

While she made a point earlier to keep her mind on Twilight, she found her mind drifting to her other friends and their incredibly sexy bodies. Rainbow Dash, while the smallest in the chest of the group, still boasted a pair of Cs, or maybe borderline Ds now that she thought about it. Her body was athletic, thin, and toned. Few curves, but it held a certain power that got her wet. Next, she thought of Pinkie, who's body was similar to Twilight's; nice and curvy, not overtly sensual nor too flat, then she thought about Fluttershy, with her demure sweetness belying an incredible body with wide hips and large DD cups, which looked huge on her small frame. Applejack got her going mostly because of the visible muscle and massive breasts to rival her own.

Rarity was unashamadly moaning now, plunging three fingers into her steaming marehood and constantly tweaking one nipple or the other. Her back arched and she brought the hand on her breast down to her vagina and placed two fingers on the edges of her outer lips, proceeding to draw it open. "I'm so close!" was the only thought in her head. She had exposed her engorged clit, hiding beneath its hood, and tweaked it, instantly sending her over the edge in the best orgasm she had of her life. She positively sprayed juices out of her vagina, coating her hands and her inner thighs in the sticky substance, not to mention the floor in front of her. Twilight thought she felt some of it land on her knees from her kneeling position several feet away, but was too busy gazing in awe and lust to truly notice.

What they failed to notice is that Rarity was still going. The sexual tension was so thick that she was sure she still had another orgasm in her, the dare forgotten. She resumed plunging her sopping fingers in and rode out the pleasurable spasms of the first one even as she was coming up on her second. The contractions and increased sensitivity only made it easier to cum a second time. The mane six noticed as her moans began to pick up again, and then she screamed in pleasure as she brought about her second orgasm easily. The mess was even greater this time, coating more of her legs and practically sticking her fingers together. In the haze of lust as she rode out the spasms, she brought one of her cum-soaked hands up to her mouth and licked, tasting her own fluids.

Rarity simply lied there in the afterglow, and her thoughts turned to each of her friends. They had stuck together through so much to come this far, and now they were exploring a new branch of friendship, something deeper for all of them to experience that would draw their bonds tighter. She realized that their bodies weren't the only things she was attracted to, or else she would've settled for that Blueblood character. What she really valued was the way they complimented each other and provided so much support. All the little things like stopping by just to say hello or inviting the gang over for dinner or, she smirked, a slumber party. Rarity felt the need to give the same pleasure she had received. The problem was, she didn't know how...

The rest of her friends slowly made their ways back to their positions one by one, each thinking similar thoughts, and on top of that different ways to express "That was the hottest thing I've ever seen, and I want more of it."

They wasted no time in starting the game up again, and Rarity eventually sat up with a warm glow about her. It was Dash's turn to spin the bottle, and it landed on Fluttershy.

"Fluttershy, I dare you to do the same thing Rarity just did, and that includes the second orgasm." She'd be very pleased if she could get Fluttershy to accept something like this.

Against all expectations, Fluttershy said something that made all of their jaws drop.

"...Wanna help?"

Party Time

In what seemed to be a running theme for that night, the mane six's jaws collectively dropped. Fluttershy just smiled and blushed demurely, leaning back on her elbows. The gesture struck a chord with Rarity.

"Help? As in, help with clop- er- masturbating? I guess it really is that simple..." Rarity's thoughts were interrupted by the sound of Rainbow Dash's voice.

"Er, yeah Fluttershy, if, if that's what you want..." Her blush and smile betrayed the fact that she liked this idea.

Fluttershy stood to receive Dash, who gently rose from the ground and slowly fluttered over. Taking their hands into each other's, Rainbow landed softly and then crashed their lips together once more, being the first of the group to kiss each other more than once. There was a marked... intensity, however, that set this one apart from the cute and passionate make-out sessions they had before. This had a fire in its core, and promised that much more was to come. Needless to say, the mane six's eyes were riveted to the spectacle.

Rainbow Dash briefly broke the kiss, a strand of saliva between them, and gazed into Fluttershy's eyes as one of her hands slowly went down the cream-coated pegasus' body, caressing every curve along the way. Without warning, Rainbow placed two fingers directly over Fluttershy's dripping marehood and thrust them inside, resuming the kiss to muffle her surprised yelp.

Eventually, Fluttershy relaxed, lowering her arms, which were currently raised in surprise, onto Rainbow's back, softly stroking her mane and driving Rainbow to begin thrusting now that she was sure Fluttershy was in to it. Their breasts mashed together between them as they drew closer, the hard nipples poking soft breast-flesh just felt so... hot.

While they didn't know what was going on, they felt that it was akin to the next level of friendship for them. They had all experienced the pleasure of masturbation before in solitude; doesn't it make sense that it's better with friends?

Rainbow Dash and Fluttershy pulled their lips apart again, Fluttershy practically writhing under Dash's ministrations. They gazed into each other's eyes, and their bond in that moment was so deep it could almost be seen. Suddenly, Dash turned more aggressive, and placed another hand on one of fluttershy's breasts, then used the leverage to shove them to the ground, landing roughly on a soft cushion. Rainbow added a finger to her thrusting, and began tweaking one of Fluttershy's nipples while on top of her. Finally, she resumed the kiss as the hand in the yellow pegasus' marehood finally found her clit and flicked at it.

The effect was instantaneous. Their lips broke apart once more and Fluttershy shouted "Oh yes! Oh, Rainbow Dash!" As she came in a mess all over both their legs. Rainbow Dash couldn't deny that she felt sexy with the other mare's cum sticking their thighs together.

In the throes of passion, Fluttershy moved her hands lower, tracing them down Dash's back, and gripped her flanks. Still spasming in pleasure, she resumed the kiss and turned their bodies so they were lying side-by-side in each other's grip.

Still sucknig their faces together, and caressing their curves, Fluttershy once again surprised the group by taking one of her hands off Dash's cute butt and moving it to her front, then plunging two digits straight into Dash's marehood.

"MMmmmmph." Was the noise from their mouths, and from below they could hear the distinct, wet sucking noise of digits entering and exiting a well-lubricated vagina.

At this moment, all pretenses of the game were dropped. Rainbow Dash and Fluttershy didn't seem like they were ready to resume anytime soon, and the other mares wanted to experience it for themselves. Pinkie Pie smirked at Twilight, then practically jumped on her, plunging three fingers straight into her sopping wet marehood and making out passionately, adding to the chorus of moans.

Applejack and Rarity turned to one-another, findilng themselves already stroking their own marehoods, then Rarity slid over to her and brought their faces together for another kiss, their massive breasts colliding and rubbing together, adding to the stimulus.

Throughout the Library could be heard a chorus of pleasured moans and wet sucking noises as tongues danced and hands played, running through manes and tails and over curves one moment, then tweaking nipples and plunging into wet canals the next.

Rarity and Applejack were the first to begin pleasuring each other's marehoods at the same time, switching their hands from their own to their partners in a moment of mutual understanding. They moaned into each-other's mouths, growing hotter as they felt the moans that they generated in their friend by their own hand. The rest of the friends soon followed suit, adding fingers and increasing the speed of their ministrations as they quickly learned what gave more pleasure. Juices flowed from the junctions of their thighs freely, occasionally increasing in volume as the mares experienced their first orgasms at the hands of another.

The harmony of groans reached its apex as they all arched their backs in pleasure, feeling warm spasms run through their bodies, their marehoods contracting around the fingers servicing them.

In the aftermath, they pulled apart from each other and layed on their backs, staring at the ceiling with dreamy expressions. They still felt the call of the heat from their soaking marehoods, but were sated enough to simply lie there, content, for now.

Rarity was first to rise, and the others looked at her. They couldn't help but gaze at her beauty in the aftermath of what they had just shared; her body glistening with sweat and her legs coated in sticky fluids. She gestured for them to come closer, and they slowly rose one-by-one, coming to their senses as they recovered and curious as to what Rarity had planned for them.

Soon enough, they stood in a tight circle, and they could feel the heat from their muzzles as they panted and blushed.

"I think we should try sharing this a little more, don't you think?" Rarity said as she plunged the fingers of each of her hands into Twilight and Applejack, the mares standing closest to her.

"Aaaah, yeah Rarity, ooohh... that's a great idea." Came Twilight's reply. She proceeded to shoot her hands out to the friends flanking her, Rarity on her left and Pinkie Pie on her right, and return the favor. They cooed in pleasure and soon the rest of the friends had followed suit.

They alternated making out with the mares on their left and right, relishing the taste of a third mare's saliva on one's lips.

They came quickly their first time, being so sensitive after having already came earlier, and their knees buckled enough to send them all to the floor, kneeling. Their new position was awkward for pleasuring, so every second mare assumed a position inside the circle, facing outward, and flanked by two others diagonally in front of them. The three in the center were close enough they could feel their flanks rub against eachother, and Rarity turned, being one of the center mares, to see Fluttershy and Pinkie Pie blushing over their shoulders as well.

At any rate, it was now much easier both to kiss each other and to reach their breasts and stroke their soaking cores. The feelings of two different mares stroking each vagina was almost too much. They all stroked and slid their fingers in different ways, so each one of them had a unique experience brought on by a combination of masturbation styles.

They couldn't believe it. Every orgasm had only felt better than the last, and they were actually going at it again, and it was already proving to be the best one yet. Each caress, stroke, kiss, thrust, and moan served to heighten their arousal and bring them that much closer to what they quickly realized would be the final orgasm of the night, as they felt their energy flagging.

Not wanting to disappoint the mares they were servicing, they all redoubled their efforts, increasing speed and inserting four fingers into each of their vaginas, searching hungrily for their clits to finish quick and hard.

Almost simultaneously, the mane six screamed as a mind-shattering orgasm ripped through each of their bodies, cum flowing from their marehoods like waterfalls and staining the cushions below.

Without a care in the world nor a drop of energy left in their bodies, they collapsed into a deep, dreamless sleep.

Celestia's sunlight filtered through the drawn curtains of the library, and, by some cruel twist of fate, decided to land directly in Rarity's eyes, forcing her awake. She didn't remember falling asleep, but she took that as a good sign, since it usually meant her sleep had been restful. She first noticed a curious smell, and she couldn't place exactly what it was. She turned her head away from the offending light and gently fluttered her eyes open, taking in the sight around her.

Directly in front of her face was a long, purple expanse. It took a moment for her to realize that it was one of her friends', Twilight Sparkle's, to be precise, limbs. She sat up, and that's when she noticed the weight on her stomach; a cyan blue arm was laying there, immobile, and attached to it was the nude body of her friend Rainbow Dash. She looked around, bewildered at first, as she spied the naked bodies of Twilight and Applejack very close by as well. She saw that they were lying on absolutely soaked cushions and would likely need showers... and then the smell hit her again, and she placed a name to the smell. It was almost like the smell she got in her room after she had masturbated, but much stronger.

Suddenly, the memories of last night came flooding back. All the kissing, the caressing, the... thrusting, she thought with a blush, had been real, and it had been the best experience of her life. She couldn't help but feel a deeper attachment with her friends, and saw them more like family now after what they had shared.

That left a question, however; where were Fluttershy and Pinkie Pie? Luckily, it seemed fate heard her question, and deigned to provide a clue in the form of the clatter of pots and pans coming from the next room. Twilight's kitchen, if Rarity remembered the library's layout correctly. Gingerly, Rarity extracted her body from the sweat-soaked, nude, sleeping mares she was surrounded by and quietly made her way towards the kitchen, where she could hear some distinct, familiar voices having a discussion.

"-ight then, but I want to surprise them with a cake anyways. Anything that awesome deserves a cake to celebrate." Came a high-pitched, bubbly voice.

"Okay, breakfast, then cake, we can just make both, and I guess it's fine to have cake in the morning since it is a pretty special occasion." This voice was much softer in tone.

"Pinkie Pie, darling, why-ever would one bake a cake in the morning?" Rarity chimed in, walking into the kitchen and rubbing her eyes.

"Oh, Rarity! Nice to see you're awake! Well, I know that cakes always make ponies happy, and are usually reserved for special occasions, and I'd call last night pretty special, eh?" Pinkie stated, and before Rarity knew it the mare was right next to her, elbowing her lightly in the ribs while wagging her eyebrows.

"Er, yes, it was quite... special." Rarity replied with a blush, noticing how she was still nude in front of her friends. She noticed that Pinkie Pie and Fluttershy both were wearing what seemed to be cooking aprons, but they hadn't bothered to put on anything else, making the sides of their breasts and their entire flanks visible. Rarity couldn't deny that she rather liked the choice of attire.

"Well, we can talk more over breakfast. The lobby is an absolute mess, and we," Rarity gestured back into the other room. "can clean up while you two cook, sound fair?"

"That sounds wonderful, Rarity, you go ahead and get the library presentable while we make breakfast." said Fluttershy, her face the very image of serene joy.

"And dessert!" Pinkie Pie said as Rarity turned to leave and awaken her friends.

They all were already getting up, luckily, likely having heard the conversation that took place in the kitchen earlier. Twilight looked around, confused at first, then sniffed the air and donned a dizzy-looking smile as the memories came flooding back.

She went to stand up, and cringed a little as fluid from her sticky legs forced her to make an extra effort to extract her body from the pillow she was sitting on. Applejack went to rub her eyes, then recoiled as her sticky fingers smudged her eyes up with one of their friend's cum, and had to use her relatively clean arms to wipe it out. Rainbow Dash... Actually, Dash was still out, on a second glance. Rarity was sure the scent of breakfast would wake her later.

The others in the room set about cleaning up, beginning by taking all the soaking cushions and ruined clothing and throwing them into the basement to be washed. Next, Twilight broke out her army of mops from the closet and used her magic to direct them in cleaning up the stains on the floor, while Rarity and Applejack bussed the tables and folded them so they could be put away, then got out the big round table and put all the place settings down for a good meal between friends.

They finished just in time, Fluttershy floating in and carrying a huge platter filled with Eggs done in all ways, Pancakes drizzled with maple syrup, hay fries, apple slices with caramel dipping sauce, and glasses of apple juice fresh from Sweet Apple Acres. As predicted, Rainbow Dash awoke at the smell of food. First she was confused, like the others, but then she remembered last night, then she realized that they were sharing breakfast after that incredible night.

"Wow, you guys, this is just so awesome! Sorry I wasn't awake to help clean up, I really don't know how to thank you!" said Rainbow Dash

"Oh, that's alright Dash. We wanted to let you sleep since you looked so content there, and it wasn't a lot of work to clean up anyways." Twilight assured her.

"Oh, alright then. Thanks so much, you guys. I honestly couldn't ask for better friends to hang out with." Rainbow replied.

That statement got them thinking, what were they, exactly? Could they still be considered friends, after what they shared last night? Surely, mutual masturbation didn't make them all in romantic relationships with one another, did it?

The thing was, it sure felt like a romantic relationship. They all felt the butterflies in their stomach simply soar everytime they looked at each other and remembered the events of the night before. They knew there was nopony else on the planet they would have rather done those things with, and that served to calm them.

Before they knew it, breakfast had passed in silence. Fluttershy smiled; a quiet meal was a sign that the food was good.

"So, guys, you wanna talk about... um... last night?" Dash inquired.

"Well, I don't see why not, it really was quite the experience, and I think, as good friends, we should speak our minds on the matter." Rarity determined. "I, for one, had a marvelous time. I never thought one could, or even should, help another pony seek so much pleasure, but after doing it I can assure you I feel no remorse, and would happily do it again." She shot a smoldering look at nopony in particular.

Next, Pinkie Pie chimed in. "I had a lot of fun you guys, and I really think it brought us closer, don't you? I mean, you're all just so cute and cuddly and fun to be around, and this was just an extension of that!" The others murmered their agreement with Pinkie's logic.

Applejack was next. "Ah don't rightly know what happened, but I suppose anything that makes me feel that way about you can't be all bad, right?"

"Of course it's not bad, Applejack. What we shared was special, and it's something that I can see friends like us doing out of respect for each other." Fluttershy assured her.

"Well, everypony, I loved it. It was a new experience, and, while unexpected, I think it was probably rather unprecedented. Are you all okay with me sending a letter to Celestia about all this? I think it would be the best friendship lesson we've learned yet."

Nopony disagreed. They all had felt it that night, and still felt it now; their bond was tighter than ever, and the pleasures they shared last night were simply a vehicle for the affection they held for one another.

"Alright then, that's settled. I think we should go wash up, though. We smell like we've been clopping for days." Rainbow Dash finished. Everypony laughed at her remark.

Twilight's shower only had room for two, but they made use of that fact regardless. First Applejack and Pinkie Pie had to shower together, since they needed to leave for work. The rest of the mane six listened at the door after they got in and grinned as they heard the sounds of kisses and giggling. When they finally came out, they were flushed and smiling, but didn't appear to have done anything else. They headed downstairs and then into the basement to retrieve their now-cleaned-and-dried clothes, then said their goodbyes and left the library for their respective work destinations.

Next up was Rarity and Rainbow Dash, who had work today, but didn't really have bosses so they could work on their own time. Rarity spent nearly the whole time admiring Dash's figure and coming up with new designs to enhance her curves. One could consider her... inspired.

Then came Twilight and Fluttershy, who had a rather shy shower together now that they weren't in a haze of lust, but they gradually warmed up and even washed each other's backs, Fluttershy's practically becoming a massage and earning soft coos of delight from Twilight.

Finally, They went down and got their clothes from the dryer. Rarity and Dash had already left, so Fluttershy quickly got dressed, said goodbye, and left, flying happily back to her home at the edge of the Everfree Forest, leaving Twilight alone.

Spike would still be gone for a week or so, which gave Twilight a grin, but she also had no way of quickly sending the letter, and would simply have to do with the pegasus mailing service this time. Having that planned out, she began to write.

Dear Princess Celestia,

Sometimes, a group of ponies think they have become closer friends than was possible, and then they discover something new together that proves them wrong.

I've experienced so many new things with my friends, and they've shown me many facets of life that I'd never considered I might be able to take part in, but never before have we shared in a way that allowed us to express our affection for one another with no limitations based on skill or experience.

Learning the pleasures of the touch of a friend was a new experience for all of us, and one that we discovered together, naturally. Everypony had a great time, and we'd very much like to continue. I'm excited to learn more about this new branch of friendship.

Your Faithful Student,
Twilight Sparkle

Dress-up

Rarity didn't have much work today, having mailed her previous design off to Canterlot for review. In her boredom, her mind couldn't help but turn to thoughts of the previous night, and the absolutely joyous sensations she had experienced. She was so happy when she awoke this morning to find that it wasn't a dream, that they had all really done that together, and they were willing to continue with their... relationship?

That was still a point of contention among them. Rarity didn't know what to call what they had, but it was an undeniably strong bond. She loved the way they treated each other that morning. Even though they were all naked and still smelling like a clop factory, they still managed to behave with respect towards one another, Pinkie Pie and Fluttershy had even been thoughtful enough to cook breakfast! Oh, the thought sent her heart a-flutter once more!

Nothing had really changed drastically, their friendship had simply grown deeper. They would've handled that morning almost the same way had they not done those things; Fluttershy and Pinkie cooking breakfast (and dessert), Twilight, Applejack, and herself cleaning up the mess from the party, and Rainbow Dash conked out on the floor, lightly snoring away and apologizing bashfully when she woke up, realizing she hadn't been able to help.

It was the same friendship, just more of it.

With that thought, Rarity's mind turned to the deed itself. What were they to call it? Surely there was a name for it better than 'group masturbation' or 'communal clopping'... maybe Celestia would have the answers, Twilight had sent a letter to her about the event, and was sure to receive a prompt reply.

Still, Rarity was faced with nothing to do. She figured that if she finished all her work the week before, she could take a slow week to relax, but now she didn't want to relax, she really wanted to see her friends again!

She wanted to do it again.

She didn't know how to go about re-creating last night's atmosphere to ensure they had a good time, though, and she was afraid to simply approach and have an awkward conversation something like:

'hey, remember last night?'
'yeah'

'wanna do it again?'
'yeah'

She just didn't see how it could possibly work!

"UUuuhggghhh" She finally sighed in frustration. "Opal, watch the store while Mommy's gone, I have some talking to do." And with that, Rarity stormed out of her shop and flipped the open sign to closed on her way out.

"Oh come on!" Shouted a distressed mare who was just about to enter.

Rarity paid her no heed, she was a mare on a mission.

Pinkie Pie was having a slow day. To make up for the time she had to take off to help prepare Twilight's slumber party, she decided to bake ten times as many pastries as usual that day. While that was plenty to tide the Cake's over for the next week, it left Pinkie Pie bored being told that she couldn't bake any more due to the Cakes not having enough room to store more sweets.

She didn't even have to mare the counter today, Mrs. Cake was already there, taking orders, leaving Pinkie to sit beside her and be bored.

Luckily, she was saved when a familiar silhouette graced the doorway. Only Rarity had curves like that! Rarity stepped into the building, a fiery look in her eye, and it was directed straight at Pinkie.

"Mrs. Cake, dear, can I borrow Pinkie Pie? I need her help with something back at my shop." Rarity's voice was surprisingly calm considering her expression.

"Why, of course, dearie. Pinkie worked so hard to give us enough sweets to make up for her being gone yesterday evening, I daresay she made too much! She should be able to take the whole week off, if she wants to." Mrs. Cake assured her.

Pinkie jumped at the opportunity to leave this boring, non-baking zone behind and see what Rarity was up to. Neither spoke until they exited the shop, heading back to Carousel Boutique.

"Hey Rarity, what's up? You said you needed me for something?" Pinkie Pie inquired.

"Yes, Pinkie Pie, I do indeed need some... help... with something, and you're just the mare for the job." Rarity replied ominously.

"Oooh, sounds important!" Pinkie seemed oblivious to Rarity's advances.

Rarity's thoughts were a whirlwind. She needed the pleasure that only this mare could give her right now, but she didn't know how to get it. She didn't want to force herself on Pinkie or make it feel unnatural. If they had a bad experience, than all future encounters could be tainted by it. She needed it to happen naturally, just like last night.

As she thought of last night, she had an inspirational moment in the form the memory of the first time she had thoughts like this about one of her friends; when she was dressing Twilight up before the party! It was a brilliant plan.

They entered the boutique, Rarity dragging Pinkie upstairs by the hand into her private bedroom.

"Alright Pinkie, we're going to play... dress-up." Never had those words sounded so sinister.

"Ooooh, I like dress-up. You have anything radical to wear? I'm in a Rainbow-Dashy sorta mood today."

"I'm afraid not, but I do have something that's rather... risque." Rarity pulled the only thing she could create with the thoughts of last night on her mind out of the wardrobe. It was an ensemble that covered the body in lace, but left the more... sensual areas exposed. It was composed of lace that formed a lattice across the stomach, and sported a corset that supported the breasts, but didn't cover the nipples. On the lower half, it had a pair of lace panties, but they were much more revealing than a traditional pair, with a hole to allow the marehood to poke through, and a garter attached a pair of silk socks to the ensemble. The whole thing was a very sensual purple and black color scheme.

'I'll need you to strip for me if you want to put it on." Rarity had a hungry look in her eye.

"Okie-dokie-lokie!" Came Pinkie's reply, and in record time she had shucked off her simple outfit, baring her body before Rarity.

She flushed at the sight. "Yes, there's the feeling I've been seeking." Rarity thought to herself.

It was designed to be worn by first donning the panties, then slipping the socks on and attaching them via the garter for support, then securing the corset/lace combo around the torso from the front, since it unzipped in the back.

Rarity walked over to the nude Pinkie Pie, who was smiling, and set down everything except the panties. Next, she kneeled down in front of Pinkie, bringing her head level with Pinkie's waist. She instantly had more flashbacks of imagery from the previous night, except this time it was from the front.

She was staring directly into the pink party pony's marehood.

She averted her eyes and reflected on what it truly meant to be attracted to a mare. The way her thighs flared up into wide hips and then thinned back into her flat stomach, creating a sensual image, but not overtly so. She noticed the way Pinkie gently swayed side to side, practically inviting her in.

It was undeniable, she found Pinkie Pie very enticing.

Her eyes were drawn back to Pinkie's marehood. She drew closer and inspected the folds. They were similar to her own, but different in several ways. She almost wanted to reach in and dig deeper. She noted how it looked almost like a pair of lips. Briefly, an image flashed in her head of herself kissing Pinkie Pie's vagina, and she laughed out loud.

"What's so funny, Rares?" Pinkie asked.

"Oh, nothing darling, just a silly thought." Rarity brushed it off. "Now, let's get you into this thing."

Pinkie Pie lifted one leg and then the other, just like Twilight had last night, to allow Rarity to place the panties around her legs and then begin pulling them up. She slid them up slowly and sensually, ensuring her brilliant white fingers stroked the soft pink fur as gently as possibly during their ascent. As Rarity's hands reached Pinkie's thighs, she was sure she had heard Pinkie make an "ooooh" noise, but she did a good job of hiding it. Rarity smiled at the thought of bringing pleasure to her friend, even a small amount, and pulled the undergarment the rest of the way up.

Here is where the similarities with last night ended; this naughty piece of night-wear (Ooh! That's a good idea for a name!) didn't cover her slit, and instead left it bare to the world, accentuating it, in fact, by hiding the skin surrounding it. It had the desired effect, making it difficult for Rarity to draw her eyes away.

"Huh, you know, Rarity, this doesn't cover my... well... you know." Pinkie observed.

"Yes, my dear, you'll understand once I get the whole thing on you." Rarity replied simply.

Next was the Stockings and garter. These had to be done in a specific way. First, Rarity attached the garter to the undergarment with little difficulty, then repeated her actions with the panties by slowly drawing the first sock up Pinkie's leg, earning a definite squeak of approval. When the sock had reached the middle of Pinkie's thigh, she secured it in place with a hook on the garter, then repeated the entire process with the other leg.

It was definitely effective in its purpose, drawing Rarity's eyes to inviting pink curves by virtue of masking other parts of her body. She couldn't wait to see the outfit worn in its entirety.

She rose up, getting a good, long look at Pinkie's breasts, then took the whole top of the ensemble and wrapped it around Pinkie's torso. In order to wrap it around her back, she had to draw their bodies close together. Their breasts mashed together, Rarity's clothed ones to Pinkie's bare ones. Their faces were merely inches apart as Rarity proceeded to zip up the back of the corset. They stared into each other's eyes, just now noticing the heat from their muzzles as they panted and gazed into each other's eyes. As the zipper drew near the top, Rarity surprised Pinkie by quickly doing it up the rest of the way, inadverdently arching her back and drawing them slightly closer. Pinkie's lips were hanging open ever so slightly.

Rarity made the first move.

With her hands still encircled around Pinkie Pie's back, it was quite easy to draw her in for their first kiss of the day. She felt all the sexual tension she had built up herself fall away, and then a raging heat built up inside her to replace it.

"MMmmmmph!" Was the only noise Pinkie could make, and it only made Rarity's flames burn hotter.

She became more aggressive in that moment, and snaked her tongue into her friend's mouth, savoring the taste of her saliva and wrestling with her tongue. Pinkie's head turned sideways to allow her better access.

Rarity was growing aroused, and she could already feel her undergarments beginning to stick to her wet nethers, while her nipples rubbed against the fabric of her shirt uncomfortably. Clearly, her clothes needed to come off.

Breaking the kiss, Rarity reached for the hem of her shirt and then grasped it, beginning to tug it off much like the first time she had stripped for Twilight. She made a show out of it, pirouetting and teasing the pink mare before she finally discarded the top. She hadn't bothered to put on a bra today, not after last night. Rarity began to undo the fly on her shorts, but Pinkie interrupted her.

"No, Rarity, allow me." Pinkie said in a surprisingly lucid tone.

Rarity obliged, standing and stroking her curves while Pinkie Pie gripped Rarity's jean-shorts and undergarments and pulled them down all at once. She was now level with Rarity's marehood. She was left wondering what Pinkie was going to do.

After what seemed to be a moment's hesitation, Pinkie plunged two fingers straight into her sopping wet vagina without warning. Rarity yelped at the sudden pleasurable sensation, and had to tweak her nipples to alleviate the delicious ache. Luckily, both her hands were free. Pinkie then proceeded to stick two fingers into her own marehood, and moaned out loud at the sensation. Rarity couldn't do anything to please Pinkie in this situation so she simply let her do her thing. She was keeping up a fabulous pace, regardless, clearly intent on pleasing her friend.

Their groans grew louder as Pinkie found both of their g-spots and began hitting them consistently. It wasn't long after that until they reached their first orgasms at the same time, soaking their thighs and Pinkie's hands in the process.

Pinkie stood and walked over to the bed, then flopped down on it face-up, legs spread wide and face bearing an expression of content.

Rarity, however, got all hot and bothered again seeing the mare's hips sway and her breasts thrust into the air, supported by the corset of the naughty night-wear.

She wasn't going to get away without allowing Rarity to give back.

She crawled up to Pinkie via the foot of the bed, taking her time to get there. It was Princess-sized, after all. She tried to shoot Pinkie her sultriest look, and it appeared to have the desired effect. She lavished attention on Pinkie's sock-clad legs on the way up, rubbing her body against the silky material, but then she stopped at the pink mare's vagina.

She had a flashback of her thought from earlier that day; the ridiculous one involving her kissing Pinkie's vagina. To her lust-addled mind, this sounded like a good suggestion. After a moment's hesitation, she did it; she simply brought her muzzle between Pinkie's thighs and kissed her marehood.

"Ooooh, Rarity! That felt really good!... Do it again, please?" Pinkie squealed.

Rarity needed no further incentive. She went up to it and smooched again, earning more delicious noises from the mare before her. She wasn't exactly sure what to do, but she just let the feelings flow naturally, and decided to treat it like any other kiss. The vagina really was similar to lips, in some ways.

She began a sloppy sort of make-out session with Pinkie's marehood, earning many coos of delight, but it wasn't enough for her, she needed to escalate. Rarity's tongue snaked out, like it did so often when she kissed one of her friends, and she savored the taste of the mare's fluids from the source...

... and then savored a lot more of that taste as the stream nearly tripled in volume, Pinkie having came instantly with an ear-piercing scream.

"OOooooocelestia, oh my. CelestiaaaaaRarity don't ever stop!" Pinkie was nearly incoherent, but the message was clear.

Rarity's tongue explored her friend's inner folds, leaving behind the surfaces it touched wetter than when she came to them. Pinkie seemed to enjoy this. Rarity next tried a different technique, she swirled her tongue around quickly a few times.

"Aaaahhhh Yes! Yes Rarity! Right there!"

Rarity couldn't help it, the encouragements were turning her on too much. She reached down and slid a few fingers into her sopping wet marehood. The moans generated by her actions only served to stimulate Pinkie further.

It was no surprise when Pinkie came again, spurting out even more mare fluids than the previous two, and the spasms of her body made her vaginal walls contract around Rarity's tongue, trapping it inside and forcing her to continue.

"Yes! Oh Celestia yes Rarity! Don't stop now, I'm so close!" Pinkie egged her on. Rarity couldn't help but oblige.

She brought her unoccupied hand up and pulled back Pinkie's clitoral hood, then, in an adventurous move, went to suck on it. The effect was instantaneous, resulting in Pinkie orgasming even harder and longer than all the previous ones combined.

All she could do was scream Rarity's name. Sweet music to her ears.

Twilight Sparkle had been bored most of the day. After all that transpired the night before, or even that morning, time spent without her friends simply felt like time wasted, so she ended up spending her time thinking about her friends.

She was trying to study, but was getting hot and bothered as images of her friends and their beautiful bodies kept flashing through her mind. Eventually, she simply gave up and decided to vent the tension. She closed up her books, stripped out of her clothes, lied down on her bed, and wasted no time in getting started.

She was already wet; she'd been wet all day, so it was a simple matter to begin thrusting three of her fingers in and out of her vagina, making a light *squelch* noise every time she did so. She moaned as thoughts of Rarity's incredible curves saturated her mind, blocking out all else but the pleasure she was feeling. She was the one who introduced her to this feeling, so it was only natural to focus on her. Those huge, warm, soft breasts, complimented by those shapely hips and sensuous thighs. She was almost impossibly beautiful.

Twlight increased the speed of her fingers, bringing a hand up and stroking a tit to add to the pleasure.

"Miss Twilight! A package for you!" A voice from outside her front door took her by surprise.

"I'll, aah, be right down. Just, ooh, leave it on my doorstep, oooohhhkay?" Twilight managed to gasp out loud enough for the mailpony to hear.

Almost being caught had made her even more aroused, so she came quickly afterwards, the juices of her arousal staining her bedsheets, but Twilight didn't care anymore.

She pictured the location of the package in her mind's eye, and then teleported it into her grip after wiping her hands off on her sheets. It was a letter from the Princess.

"Hmmm, she responded quickly. I wonder why?" Twilight asked herself. She opened the letter and began to read.

Dear Twilight Sparkle,

You have continued to prove yourself quite exemplary, my faithful student. I had been planning to teach you the secrets of making love, but it seems you and your friends have discovered it for yourselves, and for that, I am both impressed at your aptitude and honored to be your teacher.

Perhaps this is a fortuitous turn of events, as you may need what you have learned, and then some, in the coming trials.

I have been alerted to the fact that Queen Chrysalis, the very same one defeated by Princess Cadance and Shining armor with your help on the day of their wedding, has been mustering her forces in the wastes beyond Equestria's borders and is already enacting the initial stages of a second invasion attempt. I don't know exactly what it entails, but early reports suggest she has found a new, more physical way of extracting love from her targets, her changeling army now leaving husks of ponies in their wake that only speak of immense physical pleasure followed by psychological depression. I have my theories, but I will withold them until our meeting.

I want your help with this matter, so I need you to bring your friends to meet me in Canterlot where you may receive a debriefing on your mission. Hopefully, we will have time to discuss your latest discovery, and maybe you will learn something along the way.

Sincerely,
Princess Celestia

Twilight was out the door before she read the last paragraph, and was bolting down the street towards Carousel Boutique, which was the closest residence of a friend to her house.

She hadn't noticed she left without a stitch of clothing on.

Author's Note

Maybe the story will have actual plot after this point?

Friendship Express

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?'

Canterlot

The group stared in awe at the figure standing before them. She was tall, standing over a head taller than any pony they had ever seen, and she had a flowing, mutlicolored mane that shimmered in the light of the sun. Her body was a brilliant white, and sported impossible curves (why were white-coated ponies always so hot?) that both drew attention and intimidated viewers, wrapped in a complex array of cloth and golden armor that gave her an air of command and power. One could feel heat radiating from her body, but it was calming, because you knew that her power encircled and protected you.

It was none other than Princess Celestia herself.

"Pri-Pri-Princess! Nice to see you! We were... ummm, just on our way! Since you, uh, asked us to show up! Yeah!" Twilight Sparkle stammered lamely. It was the truth, but Twilight was still embarrassed about encountering her given the group's current situation.

"Twilight, my most faithful student, I am well aware of the reasons for your presence in Canterlot, and I do indeed recall sending for you, but that was just a few hours ago! Surely, you couldn't have interpreted my message as incredibly urgent?"

"But, but... the changelings! You said-" Twilght began.

"I said the changelings were beginning a new offensive. They have already done some damage, but they won't be making progress anytime soon. I simply wanted to call the situation to your attention so we could be properly prepared for when it does become a problem." Celestia clarified.

Twilght took this moment simply to blush and don a sheepish look, suddenly becoming very interested in the pattern etched into a nearby stone wall. Princess Celestia gave a light chuckle at her behavior.

"Now, about my first question." Celestia began. Twilight was forced to recall the heart-pounding moment when Celestia asked if they'd been having fun. "I must admit, I never expected you to discover the pleasures of the flesh on your own, but I suppose I should have had more faith in you. I simply have to ask you who you introduced, but we'll get to that later."

Twilight sighed in relief as her eyes widened in terror at the same, having a dual revelation. Somehow, Celestia had mis-interpreted her letter and didn't know that they had made love to each other, instead thinking they had found somepony else to share those pleasures with. While this meant Celestia was alright with the basic idea, as she was already assured by the letter, it also meant her reaction to finding out Twilight and her friends were doing it with each other was unpredictable. Celestia's voice drew her from her thoughts.

"I've been meaning to teach you for a long while, Twilight Sparkle, but I never knew when it would be the right time to re-introduce something so... risque, back into society."

They had entered the main hall after passing a few unguarded hallways at the entrance. Celestia turned left, taking another hallway that led towards the brighter end of the castle. It seemed Celestia and Luna had split the castle into halves now that Luna had returned.

"What do you mean, re-introduce, Princess?" asked Rarity.

"Rarity, correct?" She nodded. "You don't honestly think other ponies have been able to do something like this and keep it a secret from all of you, do you? Especially not one with your penchant for gathering news." Rarity blushed at the pseudo-compliment.

"Actually, you six were destined to re-discover this old activity, but Luna's return was required before the Elements of Harmony could move on to their next stage." Celestia said ominously. "The art of making love is her domain, after all. I became slightly familiar with it during my reign without her, but only in a rudimentary fashion. You are familiar with the mating ritual, I trust?" Celestia inquired. Surprisingly, Pinkie Pie was the first one to speak up.

"Yeah, isn't that where a mare and a stallion come to you and you cast a spell that uses their love to make the mare pregnant?" Celestia shook her head at this.

"While you are, in a way, correct Pinkie Pie dear, I think you have fallen into the same naive mindset that most ponies believe when it comes to mating. You see, I cast a spell I learned from Luna in the early days which sends them into a haze of lust. They make love, and in most cases a foal will be conceived. You have wondered, I'm sure, why the mating ritual can only be performed successfully in Spring?" At this, Twilight Sparkle spoke up, raising her hand like a school-filly.

"Oh, oh, I know this one! Spring marks the estrus period, when ponies go into heat. While heat serves little purpose for Stallions, simply making them more romantic towards mares, mares themselves begin the ovulation cycle, which allows the eggs they save in their bodies throughout the year to be fertilized via the ritual." Twilight crossed her arms, confident in her answer.

"Everything completely correct, my faithful student, except one aspect. The mating ritual isn't a required part of the process. Making love, or sex as it was called in the old days, during the spring is the only part that is required for a foal to be conceived successfully." Celestia clarified, making them all scrunch their noses in thought.

They had entered a well-lit tower, now beginning to ascend a wide, spiraling staircase. Twilight recognized it as the entrance to Celestia's personal turret, when she would sometimes be admitted to practice new, dangerous spells. Those times always got her so excited.

"Sex." Said Rarity, tasting the seemingly simple syllable. It felt powerful coming off her tongue, primal even. Hot, heavy, wet.

It was a fitting word.

"Yes, dear Rarity. Ponies engaged in sex much more frequently during Luna and my joint-rulership over a millenia ago, and, if I recall correctly, enjoyed it immensely. This is why we have agreed to re-instate its practice among the general populace, and that is the main reason I have called you here. We need you to learn the art of sex until you are masters, and then you will be prepared to teach the ponies of Equestria its pleasures." said Celestia. Next, Fluttershy spoke.

"But Princess, why wouldn't the ponies have discovered this, uhm, love-making already. It's been one thousand years. Don't you think that almost any ponies who were in love would discover it eventually?"

"Alas not, my dear Fluttershy. Lust, the emotion that leads to sex, is not possible for ponies without Luna's presence. Just as I ensure that the ponies are healthy and productive, Luna guides them towards play and fulfillment. I could cover for most of her duties, though not as well as her, and I never could truly grasp the concept of sex, so I simply suspended its practice until she returned. You are familiar with masturbation, yes? Don't be shy, everypony does it sometimes. I managed to get the hang of making ponies want and enjoy it, but only recently." Celestia finished. Applejack finally spoke, having looked like she had discovered something fishy about this whole ordeal.

"Say, Princess, what was the point of calling us up here about the changelings if this ain't really about them?" She inquired. The rest of the mane six agreed with her point; it did seem as if they were being tricked.

"Actually, there was reasoning behind this decision. Luna and I have agreed that you will learn the art of sex best by confronting others who are utilizing it. Chrysalis is not bound to Luna nor I, and she has discovered that sex extracts large volumes of love from her victims. She plans to abuse this fact in a steady takeover of Equestria. We are on to her, and have been making negotiations for weeks now. She already has assumed majority control over Stalliongrad, but we have her hedged into a corner there. She nor her changeling swarm will be going anywhere anytime soon." Celestia assured them. "it will ultimately be up to you six to defeat her, but maybe not in the way you would think."

They had reached the top of the tower and reached a gilded doorway, marking the entrance to Celestia's private chambers, and entered. Her room was resplendant, as befitted royalty, having a huge, princess-sized (of course) bed, a full-length mirror, polished marble tiles, and other items that likely had immeasurable value.

At this, Celestia approached what appeared to be a large safe and opened it with her horn, bringing out the familiar box that they knew contained the Elements of Harmony. The mane six were used to seeing them by now, but they still held some awe, and they were glowing oddly...

"Say Princess, why are these up here instead of in the hallway with all the stained glass, like last time?" Rainbow Dash said what was on all their minds.

"Actually, Rainbow Dash, Luna and I have been studying them closely. They began acting up just this morning, projecting large volumes of powerful magic. We can't discern what they are truly doing, since we are no longer connected to the Elements. You are the first bearers of the Elements of Harmony since ourselves, so there isn't exactly extensive documentation on their powers. You six must discover their secrets on your own." said Celestia.

They took their respective elements out of their container, putting them away for now.

It was at this moment that Twilight's clothes vanished, the illusionary spell maintaining her facsimile of clothing finally having worn off.

With a squeak, Twilight tried her best to cover her body with her hands, and was mostly successful, so long as nopony walked around her back.

They all blushed, remembering how she got this way, Applejack being the most embarrassed. She was the one who ripped her clothes right off during their hot train sex.

"What is the meaning of this?" Celestia said sternly, though not angrily.

"We're sorry, Princess, but I think it's best to hold out on explaining until Princess Luna gets here." Applejack covered for them, feeling she owed it to Twilight.

"Alright, My Little Ponies, I'll trust your judgement. I wonder where Luna has gotten to, however. I did ask her to meet me in my room at around this time..." Celestia pondered.

As if hearing her, Luna suddenly teleported into the room.

Luna stroke an image much unlike her sister's. Where Celestia was huge, bold, and bright, Luna was shorter (still far taller than themselves), wearing darker, more practical clothing that implied she was beautiful, but dangerous. She reminded Twilight and Rarity of the knights from the old stories, always rescuing handsome princes from the clutches of evil dragons.

An ideal for everypony to follow much like Celestia was, just a different kind.

"We are sorry, Sister, we did hear your mental call. We simply had to... prepare a few things..." Luna smirked as she said the last part. She clearly had been practicing her Modern Equestrian; her speech was much more coherent, but she still used improper tenses at times.

"Ah, there you are, Luna, we were just wondering about you. Regardless, I am glad you could make it, sister." She walked up to her sister and hugged her. "I trust you know why the Elements are here?" Luna extracted herself from the hug and smiled.

"Yes, sister, I know exactly why they are here... and I know what they've done." Luna said with a grin.

"What would that be, Luna? You were always more in tune with the ponies' emotions than I."

"Well, let's just say they've definitely gotten some experience under their belts, though the source may seem unlikely." Luna seemed so impossibly happy about something, but nopony in the room could figure out what it was. At this point, she noticed the nude Twilight Sparkle.

"Ah! Going sky-clad already, I see. This is a good sign, Twilight, many ponies in the old days would bare their bodies to the elements. It's much more sensual, don't you agree?"

Twilight blushed and nodded meekly at being the center of attention.

"Luna, what are you getting at?" Celestia asked.

"Can you not see, dear sister? These ponies are undeniably horny for each other!" She noticed the looks of confusion on each of the mane six's faces. "Ah, horny, sorry, was a slip of the tongue. 'Twas an old word for, well, the feeling you all are experiencing right now."

She was right. The mane six still were hot for each other after their sex on the train ride here. They had each only attained one orgasm, and hungered for more, the heat from their marehoods calling out for release. It had gotten worse since they entered Celestia's room, causing them to shift uncomfortably as nipples hardened against the fabric of their shirts.

Celestia had an inscrutable expression on her face. "You mean to say, sister, that... the Elements have made love with each other?" She seemed to have difficulty processing the idea. "I wasn't even aware two mares could do such a thing, let alone six!"

"Actually, Tia, they have done the deed several times, and once on the train on the way here. I heard many reports of odd smells and mares with stains on their clothes. Trust me on this, sex is my jurisdiction." said Luna. "I also, however, have not heard of coupling between ponies other than mares and stallions, but I think we can trust the Elements. After all, the heart of sex is experimentation." Luna seemed on board with the idea. "Maybe I will partake in the pleasures of a mare someday soon..."

"Ah'm the one who ripped up Twilight's clothes, Princess." Applejack admitted with a blush.

Celestia seemed uncomfortable with this conversation, which made sense since it wasn't her domain, and changed the topic.

"I had originally intended for Luna to begin practice with you immediately as you arrived, but it seems you will require a night to, well, cool off, as it were." Celestia said, embarrassed.

"Yes, sister, I agree with this plan. However," Luna held up a single dusky finger. "They must abstain from making love with each other until I give them permission, and must sleep in separate rooms tonight. Consider it a sort of test." She was addressing the mane six with that last remark. To their surprise, Twilight interjected into the conversation.

"Err, Princess, sorry to interrupt, but can we borrow some new clothes? And get a shower?"

After getting themselves washed, clothed, and fed, they worked out the details. They would remain in Canterlot for a while, however long it took them to learn the 'secrets of the flesh', as Luna called them, then leave for Stalliongrad. Tomorrow they were to begin lessons immediately, beginning with vocabulary, much to Twilight's delight.

It was already getting late, since they had arrived in Canterlot in the evening, so they decided to simply retire to their rooms for the night. They shared the same hall, but their seperated rooms were clearly labeled with their cutie marks emblazoned on the front at eye-level on each door. They reluctantly said their goodnights, pining for their friends' touch, then closed the doors and prepared for bed.

Or, at least, that's what it looked like. Her marehood had only gotten wetter throughout the day, and her nipples positively ached. Twilight Sparkle honestly couldn't wait to get out of the stuffy clothes and start masturbating.

So she didn't.

The clothes were off in a flash, literally, since Twilight teleported them off her body and onto her dresser. She tossed her bag with her big crown thingy inside to the floor, leaped into bed and plunged three fingers straight into her sopping marehood, thinking of her friends and how they were likely doing the same thing. She took her other hand and began to caress her curves sensually, stopping to pinch at her nipples as her hand passed them.

Confirmation of her friends clopping came with the sound of Pinkie Pie moaning next door. Suddenly, Twilight had an idea.

She spread her lower lips wide and flicked at her clit a little. Normally, she would save this for later, preferring to draw out her orgasms, but it had the desired effect. She moaned loudly, ensuring her friends in the rooms next door could hear. She thought she heard a particularly loud groan from across the hall. It sounded like Rarity, but she couldn't be absolutely sure. Regardless, the sound served to turn her on even more.

Since she had started with the most sensitive part of her body, it was of no surprise that she came quickly. She made sure to give in to the sensation and screamed out loud, hopefully making her friends... what was it Luna said? Hornier for her, that was it.

She had only cum once. She needed more.

It seemed the other mares were catching on to the idea. Twilight could hear the sound of Pinkie Pie's hand squelching in and out of her sopping wet marehood, apparently having gone up as close to Twilight's wall as possible. She even heard Fluttershy's little squeaks and moans, occasionally calling out Rainbow Dash's name. Apparently, she heard her, and started calling back. Twilight didn't know about them, but it was certainly getting her more fired up.

Twilight switched hands, bringing the one she came on up to her mouth for a quick cleaning. She licked at the digits of her hand like Rarity had after she first clopped in front of them, and found she rather enjoyed the taste. Maybe she would taste one of her friends some other time. She'd seen the new technique they'd been developing for pleasuring each other with their tongues a few times now, and had been simply dying to try it out since. Now she had even further incentive.

She pumped her fingers faster, imagining Rarity lapping at her dripping folds while she made out with Pinkie Pie, with Fluttershy and Applejack each sucking on her breasts (oooh, that was a good idea!), and Rainbow Dash at the mercy of her hands. The imaginary attention made her magic go into overdrive, making her aches for her friends' ministrations almost become a reality as it simulated their touch. She was groaning even louder now, and there was a cacophony of moans and other sexual noises coming from the adjoining rooms. She was sure they could be heard throughout most of the castle at this point.

Somehow, that thought only made her juices flow faster.

Twilight's back arched in pleasure as she came a second time, letting a deluge of mare-cum fall from her marehood, staining the sheets even more deeply than before. There was something unbelievably sexy about lying in sheets stained by her own sweat and sexual fluids.

Even while her marehood was still contracting around her fingers, Twilight was thrusting away, chasing a third. By the sound of it, her friends weren't done either, if anything having gotten louder after they reached their second orgasms. Twilight wanted to escalate, but she was already moving her hand so fast, with four fingers inside herself, and magic tending to her breasts. What could she do to make it even better?

Suddenly getting an idea, Twilight refocused her magic away from her nipples did a mental sweep of the room, noting any long, slender objects. Finally, she found something that might work; her tail comb, She had almost settled for the mane comb, but her tail comb had a thicker handle. She telekinesed it over and gripped it upside-down, then thrust it into her marehood with wild abandon.

She had practically groaned her throat raw already, but still managed to let out a loud moan as she thrust the object inside, feeling it fill her unlike anything before. It was slightly difficult at first, but she found that her orgasmic fluids acted as a natural lubricant, making it slip and slide more easily. It went deeper and was easier to thrust than fingers, a large improvement in many ways. It was thick enough to get all her walls if she clamped down on it.

When the other girls taught her the tongue thing, she had something to show them as well.

She heard Pinkie scream in release first, then Applejack, then Fluttershy, then Rainbow Dash.

Twilight couldn't hold it in any longer. She gave in and simply let the orgasm take her, wracking her body with pleasure as she completely ruined her tail comb, staining it permenantly with the volume of fluid from her marehood.

Finally, Rarity cried out, signalling she had finished.

Finally sated, the mane six simply lied there, not bothering to clean up or find somewhere less damp to sleep. They all drifted off into sweet dreams of gentle caresses and affection. Their elements glowed brightly on the floors of their rooms.

"One thing is for sure." Twilight thought as she drifted to sleep. "I'm going to need a new tail brush."

Author's Note

Now we know why I've been using a limited vocabulary when talking about sexy things. Pony society doesn't have words anymore for that stuff, but I'm sure Luna knows quite a few that were popular back in her day...

Btw, don't be afraid to give a thumbs up if you fave the story! Celestia knows I love me some thumbs up.

Lessons: Part 1

Sunlight streamed out into the darkest recesses of the hallways in the celestial half of the castle. It was designed so that in daytime there would be no darkness, and everything would be subject to its healing glow.

"More like its harsh glare." Luna thought to herself. She had decided to travel to the wing that was set aside for the six heroes from Ponyville, and that, unfortunately for her, entailed being subjected to the bright and wondrous rays that characterized Celestia's half of their new castle.

Being the Princess of the Night, one could imagine that she was particularly susceptible.

Apparently, they were still asleep. Luna decided to check on how they were all doing, and entered the first door on her right leading to Rainbow Dash's room.

While she had been expecting signs of frustrated masturbation, she wasn't prepared for the sight within.

Before her, a nude Rainbow Dash was lying in a heap against the wall of her room, the one closest to Rarity's, she noted. She was surrounded by cushions that were clearly soaked through with her fluids, if Luna remembered anything about sex. The room positively reeked of her scent. It was unmistakeable that she had cum many times in this room. Perplexed, she went to check on the others.

The sights in their rooms proved to be even more shocking. She had crossed the hall to Pinkie's room and saw that she had apparently decided to wear an erotic looking ensemble. She had no idea where the pink pony got it from, since nopony should know how to make such a thing anymore, but Luna couldn't deny it made her look more... enticing....

Next up was Twilight Sparkle, who was lying on her back in her bed, the sheets soaked and her tongue hanging open, allowing drool to escape. Upon closer inspection, she spied the head of a tail brush peaking out of her marehood, the handle being lodged inside. It was apparent she had used it as a makeshift stallionhood, which she was actually familiar with. Mares often used such things in the old days if stallions were not available, but usually not ones that were so crude.

She crossed the hall once more to enter Applejack's room. Hers was a little more tame, at first, but then she noticed the shredded fabrics littering the floor. Clearly, this pony was strong; she had inadvertently destroyed all her clothing and most of her sheets in the throes of passion. Luna hurried excitedly to the next room, Fluttershy's. She had began looking with the intent of gauging how far they had progressed sexually, but now she really wanted to see what they were up to for curiousity's sake.

She hadn't expected much, but she was still impressed the quiet yellow mare had cum so much. There were obvious stains throughout her room. suddenly, she noticed that some of it was dripping... from the ceiling? She left for Rarity's room with a shocked look on her face.

Opening the door, the first thing Luna noticed was that Rarity's room was in much the same condition as Twilight's, with much of the damage contained to stains on the sheets. The second was that Rarity was not in her bed, or even in her room at all. Suddenly, Luna's ears perked up as she heard a noise coming through a doorway she hadn't noticed before.

"La la la laa la, la la la laa la."

It was clearly Rarity's voice, singing that old tune everypony knew from their younger days. Luna heard the noise of a shower running as she approached with curiosity, and then realized that Rarity had to already be awake, and was clearly cleaning herself of the mess and the smell she had no-doubt accrued during her night of self-love. Luna imagined her body, glistening with water as she sang the tune in the shower, scrubbing her body up and down. She couldn't form a perfect image, having only seen her clothed, but her imagination filled in the blank spots.

Suddenly, she didn't have to imagine anymore, as the door to the suite's bathroom opened and Rarity herself stepped through.

Naked, glistening, voluptuous. Her real body was even better than what Luna had imagined. The first thing she noticed was her huge breasts. It was uncommon for a pony that wasn't a princess to be quite that big. They were almost large enough to rival her own, and capped with beautiful nipples that were still hard, somehow, with water dripping from the tips. Her gaze turned downward, and Luna appreciated the way she struck an hourglass figure, her relatively thin, in comparison with her breasts, stomach tapering into wide, inviting hips. Her legs were long and smooth, same with her arms. Clearly, this mare cared for her body. Luna could see her marehood betwixt her thighs, and noted how it was in perfect condition, and dripping a bit more than the rest of her. A normal mare's lower lips would have been red and swollen having suffered so much abuse last night.

Luna couldn't deny that she felt some degree of arousal, but she was still new to the experience of being attracted to another mare, and so withheld the advances her body wanted her to make.

Rarity's legs shifted into a more sultry position, and her breasts had suddenly thrust forward. Luna looked up to find Rarity was looking at her with a smile on her face, having begun to pose for her.

"Why hello, Princess, I was just going to clean my room and air dry, I trust you are enjoying the show?" Rarity hefted a breast in one of her hands and jiggled it a bit. "I know that these are the main attraction, but there are other events," At this, she turned around and thrust out her flank, which was large and sensuous just like the rest of her, lifting her tail to make her marehood visible. "and I think you might enjoy them just as much." Rarity finished.

Luna was visibly flustered, and had to stammer out a reply. "Uhm, uh, well, fair Rarity (very fair, her mind added), I'm, um, very grateful for the offer, but, well, I'll need to go and, uhm, prepare the lesson plans! Yes, that's right, lesson plans." Her gaze shifted to the side, then Rarity turned back to face Luna, a bit of a pout on her lips.

"Don't you want to stay a little longer, Princess? I'm sure you could do with some relief from all that tension, don't you agree..." Rarity's eyes took in Luna's form hungrily, seeming to undress her with her eyes. Rarity took a step forward. "I could show you such pleasures, the kind only brought by a mare's touch." She took another step. She was close enough now that Luna could reach out and squeeze one of her breasts, if she felt so inclined. A gulp forced its way through her throat.

She definitely felt so inclined.

"I'm sure those crass stallions from the past cared nothing for you." Rarity advanced one last time, their bodies inches from each other. Rarity took a hand and gently grasped Luna's chin, forcing her to focus her gaze on Rarity's face. Her wet mane framed her face cutely. "I would lavish you with the attention you truly deserve..." Rarity leaned in for a kiss. Luna's eyes were closed, ready to receive it.

Just before their lips met, Luna's eyes bugged wide open and she ran off, simply shouting "Lesson plans!" as she shut the door behind her.

Rarity stomped her hoof in frustration. "Oh come on, I was this close!"

The mane six set about cleaing up their messes from the night before. They were kind of embarrassed at their predicament, but they had time before the first lesson with Luna began, and the task helped to distract them from their other thoughts.

They simply couldn't stop thinking about sex now. Everything made them want it. A glance at a pillow evoked images of lying in it, lavishing their bodies in attention. Scrubbing with rags made them want to scrub more intimate parts of their bodies. Any attempt to distract themselves brought images of their friends in various states of dress, enjoying their touch or giving it in equal measure.

It was starting to become a problem.

The six mares got dressed in simple cotton shirts and jean shorts, with the fabric rubbing against their bodies uncomfortably, begging to be taken off. They remembered to pack their Elements into their bags, as Luna had requested the previous evening. They were still glowing, perhaps even brighter than before, but they figured they could ask Luna about it once they got there.

Trying to avoid looking at one-another, they set out for the dark wing of the castle, where Luna's class was to take place. On the way, a particularly beautiful assistant mare walked by, her body similar to Twilight and Pinkie Pie's. They all stared as she passed, practically drooling as they mentally undressed her and imagined the unspeakable things they would introduce to her. She quickened her pace, noticing their stares, then rounded a corner and was gone.

Finally, they came up on the door to Luna's study and entered. She greeted them graciously, apparently having gotten over her encounter with Rarity earlier this morning. They sat down on plush pillows, still fidgeting uncomfortably and blushing. Luna noticed, and began to speak.

"You still feel the call of the heat? I was under the impression you had relieved yourselves last night. Did something go wrong?" She didn't say she had seen the state their rooms were in. She had seen the aftermath of just one of them cumming by masturbation, and they were still horny? She began to wonder if they perhaps had too much potential.

They nodded, fidgeting even more as they felt the crotches of their undergarments begin to get wet.

"Whatever went wrong last night that would have prevented you from feeling release, My Little Ponies?" Luna asked with true concern. Applejack was the first to speak up.

"Well, your highness, it's not that we couldn't orgasm, no. We had plenty last night. It's just that... well, we still want more. The rest of the mane six nodded their heads in agreement.

"Dearest friends, I daresay it shall be difficult for you to focus on today's lesson with your lusts abounding in such a way. Do you still wish to attempt learning the vocabulary of sex?"

The six friends looked at each other, then nodded. Twilight spoke for them.

"Yes, Princess. I think we can handle a few words. Horny or not."

"We shall begin, then."

There were many words to learn. Tits, bust, or rack for breasts. Cunt, pussy, snatch, slit, and many more names for the vagina. Lust described the sensation of heat for another pony. When you desired to have sex with somepony you lusted for them. Attraction towards them eliciting a physical arousal of your body meant you were horny for them. An orgasm could be called cumming, which actually made some sense (and was an easier signal while in it's throes). The fluids coming from a mare's snatch during arousal could be called many things. Nectar, honey, cum, mare-cum if you wanted to be specific. This segued into a lesson on using euphemisms for sexual terms. Luna admitted that she could not possibly teach them all, and encouraged them to get creative.

The mane six absorbed this knowledge easily. Since it was at least connected to sex in some way, they found it easy to remain focused on the subject and place their raging lusts to the side for now.

Unfortunately, the lesson had to end at some point, and they all became suddenly aware of not just how horny they were (and how soaked the pillows they were sitting on were), but also how hungry they had become. Their stomach's grumbled, alerting Luna to her citizen's needs.

"Alas, it is noon, and ponies must eat. Go now, you may eat, then report back to me. I wish to discuss the Elements of Harmony this evening. In fact, leave them here, so I may examine them."

With that, they dropped off their glowing artifacts, adjourned the class, and took a lunch break. They all decided to keep it simple; Sandwiches of their choice flowers with hay fries, though the castle cooks were quite stellar, and provided great service. Rarity felt her mind wandering, wondering what other services they might provide...

They tried to avoid talking, not wanting to accidentally start making out in public, which they were on the verge of doing. Honestly, if they weren't prohibited from sex by Luna's decree, they would do it right on this table right now. They knew their uncontrollable lusts were becoming a problem, but they didn't know why it was happening, and it's not like they could resist for long. The heat was simply so strong. Ponies walking by could catch a whiff of their scent, but they didn't know what it was.

Almost panting and sweating at this point, they re-entered Luna's study, where she had been actively searching the depths of the Elements for evidence as to their odd behavior. She seemed glad they had walked in, apparently having made a discovery.

"Ah, there you are. I have figured out what is wrong with the Elements of Harmony. They are radiating an excess of friendship energy, since they can't store it all. I was not aware they had a capacity, but it seems you six's recently bolstered affections for one-another has kicked the Element's energy production into overdrive. Unfortunately, due to their nature, you are bound to them, and so they share that energy with you. I believe that the excess friendship energy is projecting itself back onto your bodies and manifesting as lust, likely due ot the nature of your recent actions that would be generating this energy in the first place." Luna was confident in her research.

They realized now that it was the Elements of Harmony themselves that were causing their recent spike of lust, but one question still remained.

"So, how do we make it stop?" asked Rainbow Dash.

"Simple, you must use the Elements to shed the excess energy. Just fire the energy away from anything important and you should be fine after that."

Her plan seemed simple enough, but they were still apprehensive about what the Elements might do if they wore them in this state. Celestia had expressed some trepidation earlier, and that had stuck with them, hence the fact they haven't worn them yet.

"I don't know, girls. Remember Celestia's warning? Maybe we shouldn't do this." Twilight suggested.

"But what are we gonna do? We can't focus like this!" Rainbow Dash replied.

"Well, sugarcube, we also can't focus if the Elements put us out of commission for one reason or another, now can we?"

"Applejack's right, we should play it safe, though Dashie does have a good point."

"Uhm, girls, I don't think arguing about it is going to help..."

Rarity was just about fed up with this situation.

"Well, girls, I don't see our choice in this matter. I don't know about you, but I will wear my Element and use it with pride." Rarity finally broke up the argument by taking her necklace and affixing it around her neck, placing her hands on her hips and her muzzle in the air with indignition.

No sooner had the glowing necklace been affixed did her outfit begin to ripple, invisible waves of magic rolling across her body. Rarity was scared, and so was everypony else present, but they couldn't do anything against the power of an Element of Harmony, and so were forced to watch.

Rarity's horn began to spark as excess magic flowed from it, and her clothes rippled even faster as she was picked up off her hooves and lifted into the air. She could feel the magic coursing through her veins as the Element's excess energy flowed into her much more quickly, now that they were connected.

And with it came unimaginable lust.

Rarity gasped as a pulse of magical lust shot straight to her marehood, which quivered in response. She felt her mare-cum start to flow faster, likely staining her new panties and shorts permenantly. What happened next, though, ensured she wouldn't need to worry about that.

A distinct tearing sound could be heard, and they looked to find that Rarity's clothes were being shredded by the magic. First her sleeves came off at the shoulders, next her shorts split down the sides, then her shirt was cut right down the middle, and finally the flow of magic increased again and shredded her remaining clothing into tiny bits.

Rarity wasted no time in allowing a hand to begin servicing her dripping snatch once it was finally exposed. She moaned loudly as her Element pumped wave after wave of delightful lust through her veins. When they looked closer, they could see that Rarity was very slowly changing as she fingered herself. Each pulse seemed to make her a little more attractive, but they couldn't place why at first. Eventually, they noticed how her mane had begun to lengthen, flowing outward and gaining volume. Next, they saw her getting slightly taller.

Rarity cried out loudly as her fingers finally brought her to orgasm, her cunt spraying juices all across her legs and the floor. This caused the rest of the changes to happen all at once as her eyes glowed from the overflow of magic.

Rarity's already prodigious breasts surged outward, growing a few sizes until they were a match for Celestia's. Her other curves filled in to compensate for this change, and she gained some height as well, bringing her level with Luna. Her mane flowed even longer, now reaching down slightly lower than her flank, while her tail would drag across the floor if she stood upright. Each pulse of lust seemed to be prolonging her climax, causing her dripping sex to make a veritable puddle of fluids on the floor beneath her. The room had already assumed the heady smell of sex.

Overall, Rarity had been transformed from a beauty queen to a veritable sex-goddess. The other mares in the room could only gasp as the magic finally stopped pulsing through Rarity's body and dropped her un-ceremoniously to the floor, bringing her to one knee with a hand on the floor to help maintain balance. Her new strength was belied by the fact that the stone had cracked beneath her.

Nopony could deny that they were incredibly wet after a performance like that.

Suddenly, Rarity lifted her head and gazed around the room, her eyes no longer glowing, but instead bearing a certain intensity that wasn't there before.

Her eyes alighted on Luna, and in the blink of an eye she had teleported to her and locked their lips in a passionate kiss. Despite her intimidating beauty, she was surprisingly gentle. She ripped Luna's clothing from her body with ease and gently sent them towards the ground, where it would be easier to have sex.

At first, Luna was apprehensive about continuing, but then she noticed how nice it was to be cuddling up with somepony who was so soft. Their huge breasts were mashed together, like pillows between them, and her face was just so pretty and her lips were so soft and her body was gentle and inviting and warm...

Luna thought she was becoming attracted to mares.

Twilight and friends stared, mouths agape, as Rarity made out un-abashadly with the Moon-Princess. Seeing her new body making love with Luna's equally beautiful one made them hornier than they thought possible.

Twilight, with a slow smirk, placed her Big Crown Thingy upon her head.

Author's Note

I split this chapter into two parts. It was getting too long, and I want to start pacing myself.

Lessons: Part 2

Luna was rather unused to a mare's touch, but she found that she liked it for different reasons than she had enjoyed sex with stallions all those years ago. For one, Mares were softer and more inviting. While Stallions and Mares had similar levels of strength, Stallions only stronger on average due to the nature of their work, they also had a certain coarseness to them that couldn't exactly be described. Luna found that cuddling up with a mare like this, their lips locked in passionate embrace, was much sweeter and silkier.

Luna could feel her nipples, now hard, as they pushed into the soft tit-flesh above her. Rarity seemed to derive some pleasure even from this, since she was grinding up and down her dusky body, caressing every inch with her luscious curves. Luna could feel wetness as she squirmed, her thighs rubbing together; there was no doubt that she was attracted. Since sex was one of her domains, it only made sense that she would embrace it in all of its forms.

With that thought, Luna was motivated to begin reciprocating, and thrust her tongue inside Rarity's invading muzzle, who's tongue was already wrestling around inside Luna's mouth, relishing in the taste of her saliva.

Rarity caught one of the dusky mare's hands in an iron grip, and, having caught her off guard, managed to position Luna's hand over her sopping marehood.

"So much for soft and gentle." Luna thought with a smile, or at least as much of a smile as she could manage with her lips being sucked on by a ravenous, sexy mare.

She wasn't familiar with the specifics of making love to another mare, but she got the message. Luna stretched her fingers out and began to stroke them against Rarity's outer lips. They began to slide as they built up lubrication. Rarity finally disengaged the breath-stealing kiss in order to coo with delight, then just as suddenly wrenched Luna's hand even closer. The message was clear.

She wanted more.

Luna pushed two of her fingers in, making a *squelch* as they were drawn in up to the hilt, Luna's knuckles rubbing against the white mare's outer lips. Rarity moaned her approval and began moving her hips up and down, practically riding the fingers buried inside her, until Luna got the idea and began to pump her fingers in and out, causing yet more wet sliding noises from her marehood. This turn of events also elicited even louder groans to emit from Rarity's muzzle, but they were silenced with a resumption of the passionate kiss from earlier, started by Luna this time. Now, Rarity simply "Mmmmm"ed into Luna's muzzle, the vibrating lips tingling against her own.

Luna sighed with relief as Rarity finally released the vice-like grip on her wrist, leaving a dull throbbing behind. Not painful, just mildly uncomfortable. Next, she gasped with mixed surprise and delight as Rarity began to return the service being given to her below. She fiercely and quickly thrust three fingers straight into her soaking slit, and in surprise Luna clenched her walls around the invading digits. Of course, this only served to increase the stimulus, so she gasped louder and faltered a little in her fingering of Rarity, but quickly picked her pace right back up, not wanting to disappoint her first lover in over one thousand years.

The oversexed white mare and the Princess of the Night were too busy gyrating against one-another and pumping fingers in and out of each other's dripping sexes to notice the spectacle taking place nearby.

Twilight Sparkle rose from the floor, the magic of her Element of Harmony suffusing her body with incredible volumes of magical energy. The four remaining friends had stopped watching the passionate love-making taking place on the floor before them to instead witness Twilight's inevitable transformation. Her eyes flushed white as she moaned out with pleasure, the Element upon her head pumping delightful heat through her veins, centering on her now-dripping core. She quivered as she felt her vaginal lips pulse in time with the energy that flowed through her.

Suddenly, the flow of energy picked up and her clothing simply couldn't take the massive influx of power any longer. Twilight had been hoping for this. She knew from watching Rarity's transformation that any clothing she wore would be destroyed, but she had enjoyed it yesterday when Applejack had torn her clothes off on the train, knowing fully well that they had to walk out in public soon afterwards. There was just something about knowing she didn't have anything to cover her body that was so impossibly sexy. The sounds of rips and tears could be heard throughout the study, and even Luna and Rarity stopped in their exertions for a moment to gaze as Twilight Sparkle's body was bared before them.

Like Rarity before her, Twilight's hands instantly flew to her dripping snatch as soon as it was exposed, giving in to the call of the heat. She had to have her orgasm quick and hard this time, wanting to experience the changes for herself, so she used one hand to pull her outer lips open wide and used the other to tweak her exposed clit.

"Aaaaauuughh!" She groaned as she came harder than expected, simply touching her clit having brought her vaginal muscles towards spasmodic glee with ease. She came in a mess all over the floor beneath her, forming yet another puddle of mare cum in the study.

As she came, her audience witnessed her body suddenly changing. Her breasts were the most noticeable, swelling outward until they had grown from ample D's into something more in the range of Luna's bust, slightly larger than Rarity was before her transformation. Her sexy ass ballooned out a few inches, and her hips widened a little. Her mane and tail flowed longer than before, and she had gained some height, which helped proportion her new changes.

She was dropped to the ground as the flow of magic finally wore off, but managed to maintain her footing.

Her mind was a flurry of erotic imagery. Pictures of tight white flanks, large dusky breasts, sensuous pink lips, toned orange abdomens, long cyan legs, and flowing pink manes assaulted her psyche, driving her lust into uncontrollable territory.

Twilight sprang into action, crawling down onto all fours and approaching the already occupied couple from the direction of their entwined legs. Rarity noticed her approach and winked at her, then extracted her fingers from the slit they were servicing and began to move up Luna's body. Luna had to take her fingers out of Rarity as well as she moved quickly upwards, dripping warm fluids across Luna's already heated body.

She was about to protest about Rarity's halting of their love-making, having enjoyed what she had experienced so far of sex with another mare, but all that came out of her mouth was a groan of pleasure as she felt a rough, wet projection begin to probe inside her marehood. She looked down to find that Twilight had crawled up to the junction of her thighs and thrust her tongue inside, catching her unawares.

She arched her back as she was overcome with pleasure, giving a loud "AAaaaaahhh" in response to Twilight's ministrations. It was way better than fingers, her own or otherwise. In fact, it might have been better than a nice, thick stallion-hood. While it lacked the total fulfillment of being bucked hard by a stallion with a huge cock, she found that Twilight's tongue hit more of her most sensitive spots, and with much greater frequency.

She supposed they both had their merits, but more thought on the subject was put on pause as Twilight flicked at the little nub that was like a direct link to the pleasure center of her brain. She had often only been able to find it on her own during particularly heated masturbation sessions, and stallions had never once came into contact with it, but Twilight had found it within a few minutes of lapping at her marehood.

Clearly, a mare knew best how to please another.

She came in a sticky mess all over Twilight's grinning face, who was elated at finally getting the chance to experience this new method of pleasuring with the tongue, even if she wasn't on the receiving end.

Luna shuddered as she experienced her first climax at the hands, or rather, the muzzle, of another mare. Her lubricating fluids splashed all over her thighs and, she was sure, Twilight's face, who continued to lap at her diligently, helping her ride out out the orgasm for as long as possible, and pulling double-duty by cleaning her as well.

Inexplicably, Luna felt a drop of moisture land on her cheek from above. She turned her gaze upwards from Twilight's head to the gorgeous white mare-flank hovering inches from her face. The drop had come from Rarity's quivering marehood, the heat emanating from it palpable on her flushed cheeks.

Luna inhaled Rarity's scent inadvertently, getting a huge dosage of feminine pheromones straight from the source that served to re-awaken her lusts instantly. Suddenly, the low-burning fire that Twilight was still tending to between Luna's thighs raged once more into an inferno of lust, the sensations of her tongue probing the deeper folds eliciting loud moans from her muzzle.

It was in this situation, her mouth wide as she let forth one of many pleasured groans, that Rarity decided to stop waiting and made her move, lowering her marehood the few inches required for it to make contact with Luna's gaping muzzle.

"MMMmmmmph!" was the only sound Luna could make in protest as her muzzle was suddenly coated in wetness and warmth. Even the vibrations brought on by the noise seemed to be pleasing Rarity, but before long she was grinding her hips, eager to extract as much pleasure as possible by rubbing her sopping lower lips against the Lunar Princess's upper ones.

Well, a vagina is similar to a pair of lips... so giving pleasure to it should be akin to a kiss, correct? and with that thought, Luna finally stuck her tongue inside Rarity. She did her best to mimic the absolutely incredible sensations she was receiving from Twilight's tongue-action below, but that same tongue-action was also making it rather difficult to maintain her focus.

Rarity, on the other hand, felt simply divine. She found that her new body could support itself hunched down like this with ease, and was making good use of it by keeping herself in an optimal position for being licked. Her body seemed to be much more sensitive now, and she could feel every one of Luna's eager kisses and licks against her swollen marehood.

"She must be pretending it's a kiss, just like I did the first time." Rarity thought to herself with a light chuckle. She leaned back, resting her hands on the floor to the sides of Luna's hips, in order to provide her better access to the more sensitive nerve bundles nearer to her clit. This proved to be a smart decision, as it was now far easier for Luna to please Rarity with her sloppy yet passionate method.

The other four ponies present in the room gazed with equal parts awe and lust. They looked to their glowing Elements on the floor, next to each other, then back to the spectacle before them, and then finally back to the Elements. Subconsciously, it seemed, they had all agreed upon the same course of action.

They wasted no time in shucking their clothing right off, having seen what the transformation did to Rarity and Twilight's outfits, then set about gathering up their specific Elements and putting them on without a moment's hesitation. Simultaneously, they were risen into the air by powerful magical forces being imposed upon them. For each of them, the experience was similar.

Fluttershy and Rainbow Dash's wings instantly flared outward, signifying that the lust beginning to pump into them was causing them to lose standard motor control. They let drool escape their lips as the liquid pleasure was magically injected into their bodies, the excess energies from the Elements of Harmony being reflected upon themselves many times more than what they had before. They broke out into a chorus of moans as the magic took greater hold and picked up the pace, surging into their bodies at an increasingly fast rate.

To say they loved it was an understatement. The magic from the Elements was pure bliss in magical form. They reached for their snatches, long ago having been drenched in the fluids of their arousal, and felt minute changes taking place across their bodies. This spurred them on; made them even more eager to experience the same thing Rarity and Twilight Sparkle had that transformed them into ravenous sexual goddesses.

Pinkie Pie was the one to cum first, and so she was the first to transform. Hers was similar to Twilight's, which made sense since their body types were very similar already. Her D cups surged with growth, becoming as large as Luna's.

Rainbow Dash followed suit soon afterward, having a particularly loud and messy orgasm. She had the least-well pronounced curves of the group, but that didn't minimize her beauty. She was lean and fit, with an athlete's body that anypony would find fawn over and stare at, especially when it was in motion. Her back arched as the pleasurable waves of orgasm washed over her, and her breasts began to swell a few cup sizes, eventually getting up to Rarity's original size.

Applejack was next, and her transformation was as impressive as Rarity's. Her already pronounced curves surged outwards a bit more, her huge breasts growing until they matched Rarity's new size. Her muscles became a little more evident as well. This had happened to all of them, but was especially noticeable with Applejack, since she already had a good amount of muscle mass.

Finally, Fluttershy came quietly, but it was loud for her standards. The others had all recovered, and so were watching the final transformation take place. Fluttershy's large breasts grew outwards, and her other curves did as well. she was undeniably the curviest of the six, with the most proportionate breasts and hips, and that was only accentuated as those traits swelled sensuously.

They all stood closely together, the sexual tension between them strong as they panted and blushed with nearly uncontrollable arousal. Somewhere in the backs of their minds, however, they remembered Luna's order to not have sex with each other, so they decided to go for the next best thing. They swarmed down upon Luna.

Luna herself was surprised when she felt the already thick heat surrounding her grow denser with the musk of feminine pheromones, then felt extra pairs of hands caressing her body lovingly. She couldn't see past Rarity's posterior, it taking up her entire range of vision, but she felt as two different hands began to massage her breasts and tweak her nipples, while the others were busy stroking up and down her legs. She couldn't deny that she loved the attention they lavished on her body, excited for what they might have in store for her. She felt two of the mares take her hands, one for each, and pull her arms out to the sides. Next, she felt warmth as they placed her hands near their sexes. Imitating her actions from earlier with Rarity, she plunged her fingers into their marehoods, adding to the chorus of moans that filled the study.

Next, Luna felt the mares that were caressing the lower half of her body stop for a moment, then they straddled her legs, clenching with powerful thigh muscles and grinding their dripping slits against her body, smearing their juices all over her coat.

Luna loved the way it felt to have cum on so much of her body, at least in the heat of the moment.

If anypony else had been there to see it, they would've been in for quite the sight. The Princess of the Night was laying upon her backside, dutifully servicing five mares with lips, hands, and legs alike, while being serviced herself by another mare's tongue. They were all almost impossibly beautiful, and radiated powerful magical energies along with copious amounts of pheromones that were sure to make anypony who walked in feel hot and bothered.

The moans only became louder as the group continued their ministrations. Twilight, however, didn't have anypony to give her pleasure, which Luna took notice of even through her lusty haze. Since she was already servicing the rest of the mane six, she quickly thought of a way to please Twilight from her current position, and then had an epiphany.

"I've done this with my magic before, just usually on myself. It can not be much different performing the spell with another mare, can it?" Luna even thought in slightly archaic dialogue. The spell she had thought of was one that worked telekinetic magic into a tangible shape. She made it with ease and formed it into a long, thick shaft, then set about maneuvering it towards the lavender mare's unattended nether region.

She rubbed the shaft around until she found the spot that made Twilight moan the loudest, and thrust up into Twilight with all her might, instantly forcing Twilight to stop for a moment as she used her lips for crying out "Oh Luna, Yes!" Instead of eating her out. Diligently, Twilight set right back to work pleasuring the Lunar Princess's slick folds.

They could all feel the pressure building within their stomachs, heat spreading the whole way to their fingertips as the pleasure began to peak. They were coated in sweat due to their exertions.

They cried out in unison and came together, as they often did, and Luna was on the receiving end for all of it. Her entire body was drenched in orgasmic fluids from one mare or another. The absolute debauchery of the event was her element, she felt right at home like this.

Luna was satisfied, her chest heaving, and was ready to calm down after the intense sex, where she had to work her entire body to please everypony. She felt the mane six extract themselves from their positions.

Only for her to be surprised as they merely switched around, taking new positions around Luna. She felt the nerves of her marehood being stimulated once more by another skillful tongue, and it was definitely pleasurable. She didn't know who was where at this point, but she could see that the pony who had mounted her face was Cyan in color, so it must have been Rainbow Dash. Luna got a good, long whiff of the powerful pheromones that Dash exuded from her still-dripping marehood, and that was all it took to completely re-fire her lusts, getting her back into the spirit of love-making that had absolutely pervaded the room. She heard squelching noises as her fingers penetrated a new pair of slits and hot, sweaty bodies slid across her legs, grinding against her for more stimulus.

It was going to be a long night.

Author's Note

Eh, didn't feel good about this chapter, but I published it anyways. I just don't feel like it stands up to the rest of the story quality-wise, but I'll let you be the judge.

If you're not into this sort of thing (expansion), don't worry. Unlike Alicorn Twilight, these changes are far from permanent.

Reflections

In a dimly lit room of Canterlot Castle, a group of ponies were at rest. They represented many colors; cyan, lavender, pink, orange, creamy yellow, a tasteful off-white, and a dusky, midnight blue, creating a striking image for observers, had there been any. They all had fallen into a deep slumber, brought on by the fatigue from their exertions the night before. Having no time to bother with cleaning up or finding comfortable places to sleep, they simply collapsed and languished upon the floor, allowing the soothing warmth from each other's bodies to comfort them throughout the night.

Movement disrupted the tranquil scene, a beautiful white mare stirring to wakefulness as an uncontrollable instinct clawed at her stomach. After shifting around a bit, gauging the boundaries of the bodies surrounding her, her eyes began to flutter open. Luckily, the room didn't possess any harshly bright colors or overtones, it was all soft candlelight that only managed to give the room a dim level of illumination, creating an atmosphere full of both relaxation and potential. Still, she refrained from opening her eyes fully for now, and took stock of her other faculties.

Her sense of touch was intact, she felt warmth emanating from the bodies of the slumbering ponies around her as well as the bodies themselves. There was a particularly strong warmth upon her muzzle, and a certain... dampness, as well. Her sense of smell was most definitely intact, as she inhaled the strong scent of lust that still pervaded the room. She licked her lips, testing her ability to taste, and found that she could certainly taste the fluids that coated her muzzle. They tasted almost like... the chill, crisp night air of the early fall, on those nights where you contemplated simply lying down before you got home and camping out under the stars, yet they were warm as well, creating an entirely new taste that Rarity could not say she disliked. Hearing was difficult, since there wasn't much to be heard in the calm, sleepy room. Luckily, an out-of-place noise made itself apparent, and her ears both pointed in its direction.

Rarity finally opened her eyes and found that she was faced with a midnight blue flank, a dripping marehood inches from her.

Images from the previous night came flooding back through her memory. She remembered donning her Element, a relatively foolish move in retrospect. She recalled how it had wrought such wonderful changes to her body, enhancing her and shaping her in new ways that served to cause and consummate desire in equal measure. She remembered how they had begun switching positions, never seeming to get quite enough stimulation from any single action; they always needed just one more orgasm. It was like an addiction.

Rarity thought all this as she rose, luckily not being impeded by any limbs this time, and turned to face the source of the noise her ears had caught earlier.

She was not altogether surprised to find that Celestia was standing there, watching the seven mares as they rested in the aftermath of pure debauchery and bliss. She had expected a piercing gaze; for the Princess to bore down with her eyes in a fashion that evoked guilt for her actions. She felt no such thing. There was only warmth radiating from Celestia, a kindness and serenity that was impossible for a mortal being to match. She seemed content with the turn of events, in some way, and gave a calm, serene smile to Rarity, who couldn't help but smile back. The affection and warmth she radiated permeated the room and enveloped Rarity. She realized, in this moment, how much lust she didn't feel; how much sharper and more focused her mind had become in its absence.

"I trust you have... made progress, My Little Pony?" The sound of Celestia's voice came as a surprise, but Rarity noticed she hadn't moved her lips. She was communicating with her mind via some powerful magic, likely to preserve the other ponies' restful states.

"Err, well..." Even in her mind, Rarity was stumbling. She found it was all too easy to reciprocate her thoughts, the spell must have worked both ways. She thought about what they had done, and how her mind was clearer. She could think critically now, running her thoughts back over the events that had transpired in the past few days, and found she had learned, she simply needed to find out what it was she had learned, exactly. She needed some time to think about it.

The encounter with the Solar Princess turned Rarity's thoughts inward. She remembered why they were here, and how the group had somehow lost sight of that in their quests to sate their ever-growing lusts. They had all feared, if only for a short while, that they wouldn't feel the need to do anything else for the rest of their lives when they could be experiencing so much pleasure at the hands of another anytime they pleased. She remembered what Celestia had said about Chrysalis's forces, how they were using the very things Rarity and her friends were learning to hurt ponies. She supposed that, much like everything else, there was a good and a bad side to sex, and she had gotten a little taste of the dark side for the past couple of days.

While sex had certainly brought the six friends closer together than ever before, the disproportionate lust imposed upon them by the Elements had begun to devolve their relationship into unproductive debauchery. She supposed it had gotten in the way that day after the first time, even. She had called Pinkie Pie over under false pretenses, and it was just so she could get into her pants, to experience even more of that pleasure for herself. Later that day, on the train, it was Rarity who had started that orgy. Even though it was a public place, and they very nearly embarrassed themselves irrevocably at Canterlot station, they still did it, all to satisfy the raging torrent of lust.

She remembered their encounter with the assistant mare who they had passed by on the way to Luna's study. She was very beautiful, there was no doubt about that, and they had certainly noticed. They had stared at her like she was some sort of prize, and she was sure she could speak for her friends that they all had the same thoughts running through their heads at that time. Her tight body, nude, sweaty, and horny as they descended on her, lapping at her cunt and caressing her supple curves. In that moment, a pony had been rendered into an object.

She was beginning to see how even something so wonderful could be used for malicious purposes.

On the other hand, lust was truly a beautiful thing at times. That magical night, when all six of them were so hot and bothered, having fun in the coziness of Twilight's library, and deepening their friendships by opening themselves to both give and receive that most ultimate of pleasures. There is no doubt that it had been a boon from the Lunar Princess to re-awaken such an emotion, it simply made them more Equine at heart.

She understood, now, why Celestia and Luna were even debating bringing something like this back, and why it was so important for the Element Bearers to teach the rest of Equestria in its wondrous ways. They couldn't be sure how the ponies would use such a gift if left unchecked, so a powerful and experienced hand would be needed to guide them.

"Yes, Princess, I believe we are well on our way, and Princess Luna is an excellent teacher." Rarity replied with confidence. The Princess had waited patiently for her response, likely being used to seeing her subjects spend time to think of a particularly important revelation.

"I'm so proud of you, dear Rarity. I can't be the one to help you, but always know that you and your friends carry my blessing."

In a soft flash of golden light, Celestia was gone.

Rarity stood, feeling the air against her bare skin. It wasn't entirely unpleasant, what with the heavy musk that permeated the room, but she also felt the need to cover herself a bit. She stopped at this thought, she wanted to put something on? She hadn't been able to stop taking her clothes off before! Unfortunately, there didn't seem to be anything for her to wear. She recalled how her clothes had been destroyed during the transformation, and she wasn't about to steal her friends' clothes, so she contented herself with sitting down on a cushion to think, a fist resting under her chin.

She thought back to her behavior over the past few days, and found a haze of lust that guided her to entice others, promising them pleasure in return if they would simply open up to her.

Now, with a clearer mind, she could see that the Elements had been acting upon her since the first morning after the six friends made love for the first time. Even after all that pleasure and release, she had still wanted more, and her body was in prime condition to accept it. In fact, she became more eligible for sex as she had it. She was aroused more easily, her flirting was more effective, her clothing had gotten progressively less and less comfortable. Every time she experienced orgasm her lust had only come back stronger, her body more ready to give and receive pleasure. She even recalled how, beginning yesterday morning, she had felt that her top was tighter than normal. Even then, the Elements were exerting their influence over her body in a physical way, making her look sexier to seduce more ponies to partake of the 'pleasures of the flesh'. She could see now, in her memories, that her friend's bodies looked even more inviting than the night before when they left for the lesson. It must have been happening to all of them!

They were, in essence, being groomed into sex-machines.

Semi-panicked, Rarity looked down at herself, checking for any signs of difference in her own body. Luckily, she had spent hours gazing at herself, and knew every contour in minute detail, so this task was easy. She couldn't see any changes on her body, in fact, she looked like she did the evening she set out for Twilight's party. While she prided herself on her beauty, and appreciated it in all its forms, the transformation had crossed a line. She had become, for the past night, a being that lived and breathed sex, its entire existence was sex, and its body was designed to create more sex. That's not what she wanted for herself.

She noticed the Element still hanging around her neck, it's intense glow having subsided. It seemed that... ahem... using them actually did vent the excess energy. Without a second thought, She unhooked the jewelry from her neck and tossed it across the room. Luckily, the changes seemed to have reversed themselves, and the Elements no longer held their power, at least for now.

There was, however, a positive side to all this. They had experienced a great deal more of this new sensation with the help of the Elements than they would have without it. Celestia and Luna seemed to be pleased with their rapid progress, and if the Princesses endorsed it then it couldn't be completely bad. They had conferred amazing power, enhancing not only their sexuality but also their physical strength and magical abilities. She couldn't teleport on her own, and never had, but recalled effortlessly doing so to surprise Luna with a passionate kiss the night before, just after her transformation had occurred. She was sure the same benefits had been enjoyed by her friends, and that there was likely more to their power that they hadn't experienced. She reasoned that they must have simply increased all of the six's attributes, and that included their sexual ones. They had simply succumbed to the sexual side for that night.

Clearly a balance needed to be struck, and the Elements of Harmony existed to do just that. They were exuding disproportionate levels of lust because that's what they needed right now. It was up to them, however, to use this energy responsibly, in a way that would aid their endeavors and right the wrongs the Elements sensed in the world. It could serve as a sort of panacea to the loneliness so many felt. Even a single night feeling the touch of another would be sure to lift anypony's spirits.

Was it right to want to give this emotion out freely? Did everypony deserve it, would they use it responsibly, would they even really want it? Rarity didn't have the answers to these questions, but the only way to find the answers was to try.

Rarity's ruminations were ceased when she heard a yawn and saw a stir of motion from the pony pile still present in the center of the room.

A glorious Applejack rose from the pile, stretching her arms out as she yawned her morning tiredness away. Rarity exercised her new freedom of thought with caution. She appraised Applejack's body, like she always had looked at mares before when she wanted to design an outfit for a new body type. She noticed the way her legs, currently folded under her, bulged slightly with muscle from working on the farm, but managed to remain inviting looking as legs gave way to hips, and then tapered into a hardened waist. Eventually, a six-pack gave way to bulging breasts as her eyes trailed upwards, then a thick neck and pretty face completed the ensemble. She was almost an exaggeration of desirable traits for both genders already, she shuddered to think of the power Applejack would hold over the minds of others in her transformed state.

Interestingly enough, the lust she would normally have felt while under the influence of the Elements had subsided, and was replaced with an affection for her friend. She was proud to be so well acquainted with such a beautiful mare, and in fact, with so many beautiful and wonderful mares that helped ponies in need and saved Equestria on occasion. While she couldn't deny that the farm pony's incredible body was having an effect on her, it was mostly relegated to adoration and warmth as opposed to wanton displays of seduction and lust. Maybe she would have sex with her later, maybe she wouldn't, and it's not like she would be refused. Even if she was, Rarity was sure Applejack would have a good reason for it.

There was no rush.

The others began to rise as well, tangled limbs getting in the way as they attempted to stretch and yawn. Rarity watched them with an almost curious eye, like she was observing a rare creature in its natural habitat for the first time, preparing to document its behavior. Their coats were still matted with sweat and other fluids from the night before, and cum lay in obscene pools throughout the room, but none of them could help but to simply look at each other and smile. It almost felt like that first time again. Instead of the incredible liberation of having a raging lust finally be sated, there was a soft warmth and a sort of clarity that pervaded their minds, causing all of them to re-examine friendship and what it truly meant to them.

Sex had brought out the best of them, in moments like these, but also the worst, in moments like Rarity's wanton seduction of Luna when she walked in on her coming out of the shower, or even earlier when she dragged Pinkie Pie back to her boutique just to get off again.

"I daresay thou hast made quite a great bit of progress in the arts of the flesh, but you need more focus and control. Luckily, using the Elements like that, even though the method was... rather unorthodox... seems to have reduced their power levels to a manageable state for now, and returned you to normal, so I assume teaching you will be much easier from here onward." Luna said, "Time to get to business."

"And just what kind of 'business' would this be?" Applejack was the first to reply.

"Well, my fellow mares, I don't know about you," Luna said, stretching her arms over her head. "But I need a shower." There was now a huge grin on her face.

All of her friends were busy milling around, those who still had clothes gathering them up and heading into the study's bathroom. It turned out this must have been Luna's special Princess Study or something similar, because the bathroom was enormous. The shower could easily house two of each of them. Luna turned several heads on with her magic that began to spurt steaming, cleansing water immediately. The mane six sighed in satisfaction as they felt the fluids crusting on their coats and in their manes begin to dissolve. It felt like the final step towards the purity they felt they needed to balance the sheer depravity of the past few days.

They understood what Luna was doing. While they did need to clean up, this was also to be an exercise in restraint. While they wanted to open up a little, they were too afraid of succumbing to any uncontrollable feelings that might crop up, so they averted their gazes from one another and simply washed themselves in silence, careful to avoid any sensuousness in the simple act of cleaning their bodies. Luna took notice, and assumed a disapproving frown.

"No, no, no, My Little Ponies. I said control, not fear. Thou must find thy centers and master thy selves. You should not be slaves to your bodies, but not to your minds either. There must be balance. There must be focus. There must be purpose and deliberateness with the correct dosage of natural emotions for guidance."

This struck a real chord with Rarity. She recalled how, back when she seduced Pinkie Pie into playing "dress-up", she had been so concerned with re-creating the atmosphere of Twilight's slumber party that it became an impediment towards the very thing she was trying to accomplish. As soon as her lust gained a small foothold, she re-captured the magic, and sex came quite easily afterwards, if she might say so herself. There was no need to live in fear of one's urges, but one must also be the master of those urges. They are powerful tools to be wielded, not lifestyles to lead nor forbidden things to be shunned. Rarity was determined now.

She slowly edged up to the mare nearest to her.

"Pinkie Pie, of course" Rarity thought with a hint of irony. She took the bar of soap she was using to wash herself with and began to rub it into her hands, then gently lathered Pinkie's back with the foamy substance, making sure to get down into her fur and wash out all the deep stains she was sure they all had. Pinkie cooed faintly at the feel of soft hands running across her back like a gentle massage. Pinkie pulled her mane out of the way to allow Rarity better access to her upper back, and let out a soft "mmmm" as she got to the area between her shoulder blades. Rarity continued to wash out the stains from the fur of her friend's back, kneading deeper as she went.

Then, all too soon, it was over. Rarity took her hands away from Pinkie's back and allowed her to turn in expectancy.

"Awww, Rarity, Why'd you stop?" Pinkie pouted.

"Actually... I was hoping you would get my back as well." Rarity answered. At this, she turned around and lifted her mane out of the way, presenting her white, carefully crafted backside to Pinkie.

She treated it like a miniature playground for her hands, getting the soap in all manner of hard-to-reach spots deep in Rarity's coat by making games out of it, making her gasp on occasion as Pinkie surprised her with some new technique that was seemingly applied at random, but was always effective.

Watching this, the rest of the showering mares began to open up to one another, welcoming another friend to help them clean up rather than fearing their sexual advances. Stiff movements segued into smooth caresses as the mane six calculatedly but affectionately helped each other wash. Rarity and Pinkie Pie were already moving on from their backs, now getting each other's arms and legs, faces and manes, and finally even the breasts, maybe squeezing a little in playfulness, but it didn't carry any extra weight with it the other pony didn't want to feel.

"My my, you learn quickly. I never imagined you would have so much control over your emotions, but I supposed I should have anticipated such mastery from the Elements of Harmony. This is practically your speciality." Luna praised.

The others smiled, long since having cleaned off, and simply basking in the combined warmth of the water flowing from the silver shower heads above and the natural heat radiating from the body of the pony they were gently caressing.

They could do anything they wanted; specific actions didn't need to tie with specific emotions. The fact that they were friends was enough to know that anything they did was with each other's best interests in mind.

Well, maybe they were a bit more than friends.

Author's Note

I blame Ardensfax's tendency to write epic introspection for this chapter!

Honestly, this was always the direction I wanted to take it. Guess I couldn't see the story for the clop, eh?

Lessons: Part 3

The Elements of Harmony and the Princess of the Night exited the shower, refreshed and rejuvenated by having their bodies cleansed. Washing each other had put them in a bit of a playful mood, and they were probably just a bit horny, but it was manageable. Besides, nopony wanted to ruin the emotional control that Luna had so ardently praised them of possessing. Smiling and laughing, speaking to each other of trivial things and referencing the kind of in-jokes only a close-knit group of friends can form, they set about getting dressed.

At this point, Rarity, Twilight, and Luna all realized they didn't have any clothing to wear, or at least not anything that was readily available. They would need to return to their rooms to get some of the extras provided to them.

Twilight had been preparing a group teleportation spell, in order to avoid the errant gazes of the castle staff, but then Luna interjected her casting with an interesting proposal.

"Actually, Twilight, I think we are all well aware that there aren't exactly any rules about walking around without clothing. Maybe we could... enjoy a walk to my practice chambers?" She smirked. "You and Rarity can come with me, the rest of you can use the Gym reserved for the Royal Guards in the mean-time. After all, you'll need some training if you are to travel to Stalliongrad and handle the changeling threat, correct?" Luna had a good point, and served to remind them of their true purpose for going through all this. Everypony agreed with her that it was a good idea to spend a bit of time apart and hone their skills.

Rarity's heart was beating quickly. She'd never been very physically or magically strong, but that wasn't her problem. She was about to walk around Canterlot Castle naked! It wasn't like Ponyville, where it actually happened occasionally and was generally written off, this was Canterlot. If she were seen, why, the wrong pony spotting her could send her career careening into ruin! Luna noticed her very visible distress.

"Why my dear Rarity, do not be so anxious. Thou hast a wondrous body, I'm sure even the royal guards will be jealous. Besides, we will be going through some deeper areas of the castle, so we should only encounter the errant patrol." This served to quell Rarity's fears, a bit, but there was still the chance of being seen...

Before she knew it, the other mares had already opened the doors and exited the room, leaving Rarity to snap herself back into focus and scurry out after them.

"Well, here goes nothing." Rarity thought.

Luna was leading the group, strutting forward in her fully bared glory with pride, apparently enjoying the experience thoroughly. Twilight herself began meekly walking beside her, but began warming up to a conversation about magic Luna had begun, seeing her distress. Rarity had planned to use her more clothed friends as cover, but unfortunately the rest of her friends had already turned off to the side, entering into a large looking room with all manner of exercise gear and weight-lifting equipment.

Rarity had no qualms about showing off her body to her friends; in fact, it would be a lie to say she didn't derive quite a bit of enjoyment from it, but she felt that propriety demanded she at least cover up in front of strangers. The few guards they passed made her slightly nervous, especially since some of them gave her extended gazes, the usual stare and appraisal of her beauty combined with a look in their eyes she had previously only seen worn by her friends in the heat of passion, now that there was no clothing to mask her luscious curves. It was a raw reaction to a raw presentation. Primal. Instinctual.

Natural.

This realization served to calm Rarity, if only by a little. If this was natural, for ponies to feel this way, then why should she fear it? There was still some lingering doubt, but it had been quelled for long enough that she felt she was able to focus on something else for a while.

Twilight was in full magic nerd mode, regaling Luna with her discoveries and experiences of magic in all its forms. It seemed to serve a suitable distraction from her unclothed state, and Twilight still appeared to be the same bookworm they all knew and loved. Being fully nude in the middle of Canterlot Castle hadn't changed that. Having sex just the previous night with the Princess she was talking to now hadn't changed that.

They shared a deeper bond now, but that was just it. Their bond was deeper. It didn't come at the expense of other facets of their relationship, but rather had made that relationship more meaningful, more beautiful. Their interactions were now laced with the undercurrent of a new emotion and experience that each knew the others shared. Rarity felt the potential for expressing herself in this new way every time she talked with her friends now, but it wasn't overpowering anymore without the magical lust of the Elements influencing her. They were all in agreement, they all enjoyed each other's company, and they all wanted it. Just the increased potential had made them all closer, something more akin to cousins, but without the familial restrictions.

There were no restrictions between true, true friends.

During her ruminations, Rarity failed to notice a purple door that had swung out from the side of the hallway just as she was passing by it. The situation being as it was, the door collided with Rarity rather forcefully and knocked her back, sending her down to her flanks. In a confused daze, she brought a hand up to her forehead, then heard cries of distress that sounded vaguely like Twilight and Luna calling out to her, asking if she was alright. A deeper, but still feminine sounding voice came next.

"Ma'am, are you alright?" Asked the voice.

"mmh, I think I'll be alright, just... give me a minute to find my bearings..." Rarity replied. She looked up to see a mare in golden armor, her helmet off and held to her side, with the other arm extended towards Rarity, a hand offered as if expecting Rarity to take it.

With a blush, Rarity realized that she was supposed to take it, and reached out her arm to allow the guard to help her up. It wasn't common to see mares in the guard, but times were changing, and mares were taking traditional stallion jobs even while stallions were occasionally moving up and getting management positions.

Rarity took a moment to appraise her savior (well, and her aggressor, but who was keeping score?). Most of her body was hidden under plates of golden armor, but her face was very pretty with the helmet off, and one could see that her coat was a fine grey color, not uncommon for a member of the palace guard.

The other mare appeared to be eyeing up Rarity's nude body with confusion, but there was also a hint of something else. Something similar to that smoldering gaze the stallions and her friends had been giving her. It had to be her imagination that she was receiving those kinds of looks from these ponies. They didn't even understand what sex was yet, right? Why should they feel -

"Mmmmmph!" At that moment, Rarity's thoughts were interrupted by a pair of firm grey lips meeting with her own. She heard a clang as the guard mare's helmet fell to the floor, forgotten, freeing up an arm to wrap around Rarity's waist and pull her closer. While it was rather unexpected, she found that she wasn't entirely against this turn of events, and simply let the kiss continue unabated. She began to get more into it, and tilted her head sideways to change it from a rather innocent kiss into a more intense make-out. The other mare seemed to be surprised, and used her greater strength to pull them apart, a strand of saliva between them.

Rarity's allowed her eyes to assume a half-lidded demeanor, and said, in her huskiest voice, "Thank you, very much."

"Mmm, my pleasure." Replied the guard with a smile. Stealthily, the grey mare fished a small, folded up piece of paper out of her pocket and placed it into Rarity's hand, who noticed it and clenched. "All in a day's work." And so, with a glance at their audience of two, blushed as if realizing what she had just done and left.

Rarity, still half in a daze from the rather odd events that had just transpired, looked over to the lavender mare and the lunar princess. Twilight was looking with a soft smile and a blush, her expression making her seem both happy for her friend and slightly embarrassed something like this had happened on such short notice, likely trying to be sympathetic with Rarity's confusion. Luna, however, looked extremely pleased with the recent events, a huge grin on her face that made her seem almost... proud?

"My my, Rarity, I knew you had mastery of the art of seduction, but never did I think you could have a mare who didn't even know what sex was kiss you with but a single exchange of words." Luna praised. "Do you practice, perchance?" She asked.

"Err, actually, I do not, Princess. I just let it happen naturally." Rarity replied sheepishly.

"Wait, you mean to tell us that we were seduced in your room the morning previous by a mare with no formal training in seduction? My, you are quite the natural, my subject. Perhaps you can even teach me a thing or two about how to get a pony into bed." Luna licked her lips and smirked at that last suggestion.

"Um, well, I'll keep that in mind, Princess." said Rarity.

They were about to continue on when Rarity noticed the helmet still lying upon the floor. That mare must have left it here on accident in her embarrassed haste to leave.

"Well, this simply won't do!" Thought Rarity. "I'll have to return the helmet to her; I couldn't imagine somepony getting in trouble because of my beauty." And so she picked up the golden helm and tucked it beneath an arm. The metal felt slightly chilly against her bare skin, but her fur helped to insulate against the cold a bit. Luna noticed her actions and spoke up.

"I see thou now hast a trophy of thy conquest. Dost thou plan to keep it when you wish to, remember her?"

"Actually, I was planning on giving it back to her." Rarity was ready for that question.

"Aah, a good excuse for being able to meet her in a more private setting, even better!" Luna's grin was positively enormous. Rarity simply blushed with a soft smile. She may have been fantasizing just a bit about how returning the guard's helmet would go. After a kiss like that, could anypony blame her? Twilight, who had been quiet throughout most of this, finally spoke.

"Rarity, I think it's sweet of you to want to return the guard's helmet. She might get in trouble for losing it. I'm totally for you going to her quarters to return it." At this, she leaned in to Rarity's ear and whispered, "but, if anything does happen between you two, I want all the details." She licked her lips. "For research, of course." Twilight nibbled on Rarity's ear a little, earning a soft groan of longing. Rarity whispered back.

"Oh, Twilight, don't tease me, please? You know we can't -aah- do this now. We're in -ooooh- public, and don't forget Lun -mmmm- Luna's orders... " Rarity trailed off and let drool escape from her gaping muzzle as her brain shut off in response to Twilight gently licking and nipping at her collarbone. However, both to Rarity's relief and dismay, Twilight pulled herself away.

"I suppose you're right, Rarity. However, just remember that I'll be thinking of you when I relieve myself."

Rarity felt wetness begin to run down the inside of her thigh. The fires of lust had been re-kindled.

Luna had noticed them, and wore a knowing smile, like she had often experienced what they were now going through.

They finally came to the end of the hall and entered into Luna's private practice chambers through a large set of deep purple double doors. The walls were lined with shelves filled with a myriad of spell books and magic scrolls, serving to distract Twilight from her fervent heat for a moment. Rarity took a moment to place the piece of paper inside the helmet she was still carrying, opting to read the message and return the guard's helmet later, and set it on an unassuming looking desk near the entrance to the room.

Luna was still smiling.

"It is, perhaps, fortuitous that your lusts have been re-awakened for this lesson. I think it will make it much easier to teach the magical applications I am about to show you." Luna's horn began to glow, and a formless blob of dark blue magic appeared next to her. "This, I'm sure Twilight is familiar with, is a corporeal manifestation of telekinetic energy. It is infinitely malleable, limited only by the power and skill of the caster. A very useful and versatile spell, most unicorns will agree."

Rarity had to use everything she could remember from her magic classes to keep up with the Princess. She remembered casting the spell once as part of an exam, but had never found practical ways to apply it to her occupation, and had forgotten it since then. It was especially hard to pay attention now that she was horny, but Luna had hinted at how they were lucky that they were horny, and that thought kept her focused throughout the lesson. She looked over to Twilight to see that she was rapt with attention, clearly enjoying having magical instruction from a Princess, even if it was likely basics for both of them.

After Luna's rather technical explanation on the theory, she allowed Twilight and Rarity to give the spell a shot. Twilight's horn glowed and a formless pink mass of telekinetic energy appeared next to her almost instantaneously, as expected. Rarity had much more difficulty, and seemed only to be able to form smaller masses that fizzled out when she tried to force them much larger.

If Rarity could simply form it into smaller pieces, like she was accustomed to working with... and her new theory worked! She simply needed to create many smaller masses and ultimately combine them, rather than force a large (by her standards) mass into existence.

"Ha! Still got it!" Rarity exclaimed with pride. She earned a round of lighthearted clapping and "Yay!"s from Luna and Twilight.

"Excellent work, my students. I knew I was working with a powerful unicorn when dealing with Twilight Sparkle, but it seems fair Rarity is quite above the average unicorn as well." Rarity blushed at the layered compliment.

"Well, I did take some advanced magic courses, and passed them rather well, but I've simply been out of practice for so long, I'm surprised I could keep up with you during the explanation, honestly." said Rarity.

"Well, I am glad you have both a good understanding of the basics and have even gotten into higher level magic, as some spells may become complex later, but today's magic lesson will simply be an exercise in power. I want you to re-shape your telekinetic masses into rods, preferably of decent thickness." said Luna.

Twilight once again proved to be Rarity's superior magic-wise, as her telekinetic blob quickly re-formed into a thickened shaft, maybe a little over a foot long.

Rarity was, again, having some difficulty. She could make a long rod-like shape, but it was thin like a pencil. Any attempts to increase the circumference ended with it snapping back into place; she couldn't get the changes to stick. Rarity wracked her brain for ideas, and the solution finally came in a form similar to her previous one. She simply formed more magical blobs using her previous method, surrounding herself in an impressive looking field of blue light motes that congealed into multiple formless masses, then reshaped those into more spindly rods. Finally, she magically "glued" her magical structures together and finally ended up with an approximation of what Twilight had made.

"Ingenious, Rarity. Your reputation as a creative designer is well earned. It seems you have quite a bit more ease in handling lesser concentrations of power, but you seem to have no problem with controlling many separate magical fields at once." praised Luna.

"Thank you, Princess. While I'm no Twilight Sparkle, I certainly have developed a few tricks. I was always complimented on my ability to carry many objects at once in multiple telekinetic fields." replied Rarity. She thought back to the time she ran into Fancypants. Just before that, she had been levitating no less than six large bags full of dress-making supplies.

Now with their rods magically constructed, they were left to ponder their purpose. Clearly, Luna was trying to teach them something, but it must have something to do with the rods themselves, not simply their creation.

"Now then, my fine mares, this exercise will be an education in sexual experience. You and all of your friends have shown great promise and creativity in the art of the flesh, but that is only through your new discovery of sex between mares." Rarity and Twilight sat rapt at attention, and already felt they had an idea of where this was going. "I am hoping to teach you in the more traditional style, though I believe it is best to ease you in, so it will be just us mares for now." Now, Twilight was absolutely sure of what the Princess wanted from them, and Rarity wasn't too far behind in understanding. They were both getting excited.

"Here is how we shall do this. You will both find cushions scattered throughout the room with which to sit upon, spread your legs, and face one another. Position your magical rod in front of your partner's marehood, and thrust rhythmically. This exercise, while only an approximation of the real thing, should still significantly decrease any apprehension or surprise you might have when coupling with the opposite sex."

They understood. This lesson was a simulation of sex with a stallion, and it would likely prove to be important in the near future, when they may be dealing with changelings that had the ability to assume any gender.

Rarity and Twilight took their positions opposite from each other, maybe about a meter's length apart, and set an elongated magical rod pointing towards their partner's vagina.

"Partner, I like that term! After all, we are certainly more than friends... right?" Rarity thought.

They were both already visibly aroused, their nipples hardening and pointing towards each other even as their marehoods began to glisten with the natural lubrication being produced from deeper within the cores of their bodies. Rarity could see, now, that the purpose of these fluids was indeed likely for making the vagina more accommodating for a rod or other object of the sort. Well, that's as much of a purpose that she could glean aside from the fact that it made sex way sexier. Luna's voice sounded, interrupting her thoughts.

"Ah, I almost forgot something important... consider the ban on sex between each other lifted."

Rarity and Twilight were ready, they needed no further incentive. They plunged their magically created rods into one another's soaking marehoods, letting their warm, wet folds envelop the objects invading them.

"AAAaaahhn!" They cried out in unison. The experience was like no other. The initial thrust had been quick, catching both of them by surprise, and causing them to falter a bit, leaving the rods half-buried inside them. Rarity could feel every inch of the tingly, magical shaft as her vaginal walls clenched around it, practically begging for it to be drawn in further. Luckily, they both recovered at nearly the same time, and delivered on their desires at just the right moment.

The pink, glowing rod proceeded to bury itself further within her dripping folds, eliciting anything from soft moans to shrieks of satisfaction as it passed particularly sensitive nerve clusters. It wasn't quite as viscerally satisfying as being licked, but she couldn't deny the feeling of contented fullness she got from having a relatively thick shaft like this buried so deeply within her body.

Eventually, the shaft was all the way inside of her, not a hint of it peeking from her outer lips. She looked over to see that Twilight was in a similar situation. They looked to Luna for positive reinforcement, but they saw that she was seated on a cushion a few meters away, her eyes closed, legs spread wide and a hand working the dripping folds between her thighs. She wouldn't be of much help to them anytime soon.

"Well," Rarity thought "I suppose that's one way of expressing your approval." She chuckled inwardly.

It came as a surprise when she felt the shaft beginning to withdraw, almost disappointingly, but she quickly emulated Twilight's actions. She figured that she might as well follow along with the bookworm here. She might at least have a slight clue of what they were doing.

Suddenly, just as the magically crafted rod was about to exit Rarity's marehood, Twilight quickly thrust it back in with a powerful display of telekinesis, instantly burying it deep within her once more. Rarity's mind flooded with pleasure as her first experience with a shaft inside her vagina was repeated, and then magnified as the sensations happened so much more quickly. She followed Twilight's lead, half of her actions being reflexive, but it elicited a positive groan from her partner none-the-less.

"Ah yes, Luna did say to rhythmically thrust, if I recall correctly." Rarity thought, but those thoughts were shattered once more as Twilight extracted and thrust the rod within her again, and Rarity tried her best to follow along. In a sudden, slightly competitive moment, Rarity didn't hesitate after her last thrust and simply did it again, making Twilight cry out even more loudly with pleasure. Rarity smirked and, before Twilight could recover, thrust the rod in and out again.

Rarity began to keep up a rhythm, thrusting in and out gently, but never stopping her motions, never giving Twilight enough time to recover and begin pleasuring Rarity in return, but she was having too much fun to care about that overly much for now. Rarity saw as the muscles of Twilight's abdomen visibly contracted, her marehood clenching in response to the rod pleasuring her body as if begging for more.

So Rarity gave her more, thrusting the rod into Twilight's dripping snatch even harder and adjusting the angle to hit her sensitive nerves more effectively. Twilight was nearly incoherent at this point, having degenerated into constant yelps and grunts of primal sexual satisfaction.

Finally, she came, a rather loud and throaty scream emitting from her mouth even as her lower lips let loose a deluge of fluids, soaking the magical shaft buried inside her and the floor beneath her. Rarity could almost feel through her magic the contractions of Twilight's inner walls as she rode out the intense climax. As the pleasurable spasms appeared to subside, Rarity steadily slowed down her movement of the shaft and eventually stopped it altogether, giving Twilight a moment to rest.

Rarity's nipples were hard as diamond, tingling with arousal at the incredibly erotic sight before her. She allowed a hand to rise and fondle a tit in order to help alleviate the feeling a bit. Twilight managed to recover surprisingly quickly, after such a dramatic display of erotica, and noticed how Rarity seemed to be uncomfortably aroused.

"Mmm, I'm sorry I couldn't tend to your needs as well, Rarity. I was rather... distracted." At this, Twilight began to work the shaft within Rarity, steadily pumping it in and out at a gentle pace with her magic, making Rarity gasp half with surprise and half with pleasure. "Please, allow me to repay you, with interest."

Twilight's eyes were half-lidded, a smoldering gaze of raw lust piercing into Rarity, exciting her more than she thought possible. It never ceased to amaze her how all of them, herself included, almost instantaneously became highly skilled seductresses when they were aroused. It almost felt like a skill they always possessed, or at least it did for her, but it had simply lied dormant for a long time, waiting for the opportune moment to be applied.

In a running theme for the day, Rarity's ruminations on their sexuality were interrupted as the tingly, magical pseudo-stallionhood burying itself repeatedly into her folds began to pick up speed. She was already worked up quite a bit, and felt that her first orgasm of the night wasn't far off. Rarity just now realized that she had been gyrating against the magical shaft, meeting each of its thrusts with one of her own. Well, just because she consciously realized she was doing it doesn't mean she had to stop now!

Rarity's climax was nearing now, and it took all of her willpower just to keep her body upright, constantly moving her hips in an effort to help the shaft delve even deeper into her folds with each successive thrust.

The effort paid off. Rarity had, if not the greatest, at least the messiest orgasm of her life, the cum trying to exit her vagina spraying out around the magic stallionhood that was still thrusting away, helping her ride out her orgasm for even longer. It was almost gross to her how much fluid came from their marehoods every time they came, though in the context of actually engaging in sex, it only served to heighten the experience through touch, taste, and even smell.

As Rarity came, they could hear that Luna was cumming with her, saying what sounded like "Oooh, by me, thou art sooo hot!" Clearly, Luna's dialogue was still sporadically shifting between archaic and modern. It was oddly gratifying to know that the Princess of Sex could clop at the sight of them making love.

Rarity sighed as her muscles relaxed, simply basking in the afterglow that always followed sex with her friends. The rod buried in her snatch still tingled with magical energy, but her senses were dulled and her body felt warm and happy, so she was sated for now.

She loved the way the rod had simply filled her, it was like a natural fit for her body. She supposed that might actually be the case, since Luna had expressed that she had never heard of sex between mares before, only with stallions and mares. If a stallionhood was as good as what she had just experienced, she supposed the ponies of the past hadn't really been deprived, but they had certainly missed out on something exciting and different.

Rarity's body had built up a fine sheen of sweat from her previous exertions, and the chill caused her to yearn for a warm body to press against. Seeing that Twilight was one of her best friends, she simply scooted on over to her back and wrapped her arms around Twilight's waist, inhaling the scent of her mane in warm, post-coital bliss. Twilight reached up and stroked Rarity's cheek behind her affectionately. She really enjoyed moments like these. Of course, the sex was absolutely amazing, but simply lying side-by-side afterwards was just as good in its own special way.

Twilight spoke softly, and Rarity tried to listen closely, only half-aware in a dreamy haze, but what she heard is not what she expected.

"I hope you've still got some energy left, because I've still got more things I wanted to try with you."

"Hm, what was that, Twilight? I'm not sure I can...-" Rarity cut herself off, realizing that she really was ready for another round. She had simply assumed that, with how physically exhausting sex should be, that she would be tired after having a rod rammed into her body for almost half an hour, but such was not the case. Fresh fluids continued to drip from between her thighs, and even the idea of prolonging their session was making her knees weak with lust. She supposed it was still the Elements exerting some kind of influence over them, but she hoped they could control themselves more effectively in the coming days. "Well..." Rarity trailed off, using a tone that made her sound like she was considering it.

Luna, who had been observing their behavior with a marked interest, chimed in.

"We, as Princess of the Night, declare that this is an excellent course of action. Thou will likely require as much practice as you can get, and, as they say, there's no time like the present! Besides, I would quite enjoy it if the show were to continue." Luna admitted with a smirk.

Twilight certainly needed no further incentive. She turned around so she was facing Rarity and connected their muzzles in a passionate kiss. Rarity's marehood instinctively contracted around the faux-stallionhood still implanted within her, and her non-verbal communication had apparently reached Twilight somehow, who began to move it back and forth once more. Rarity returned the favor, finding it much easier to focus now that she had prior knowledge of the new sensations.

There was so much more this time, with sweaty bodies sliding together, tongues battling for dominance, and thick, magic shafts bobbing in and out of the depths of their marehoods. Rarity cooed in delight as she saw Twilight's horn glow brighter, and that coincided with a greater feeling of fullness with each thrust her telekinetic rod made. Twilight was enlarging it! Nearby, they noticed that Luna had constructed a deep blue magical shaft of her own, opting to use her hands in order to plunge it within herself more directly.

In a brief moment of lucidity, Rarity realized what had been missing the first time around. There was no real physical contact, nopony to hold or caress or kiss, no body heat to provide warmth and comfort, there was only the tools of pleasure, and she had simply felt it.

This time, she was going to experience it.

Lessons: Part 4

It never ceased to amaze Rarity how she could feel so much warm contentedness alongside such visceral pleasure. Situations like this usually only presented themselves later in sex, after she came a few times, when she could bask in the afterglow of previous orgasms even as she was approaching another one.

She had certainly cum quite a few times.

Rarity and Twilight's bodies gyrated against one another, sweat, saliva, and even their warm nectar mixing together. Magical rods, pulsing with energy, pumped in and out of their sopping marehoods, stimulating nerves too deep for fingers and tongues to reach.

Twilight's hands were grasping Rarity's flanks tightly, constantly pulling her back in for kiss after breath-taking kiss. Rarity allowed her hands to roam Twilight's body freely, reveling in her friend's supple curves and running through her silky mane and tail.

Rarity could feel, as their bodies bobbed up and down from the rods thrusting inside of them, how her rock-hard nipples pressed and slid against the soft, sweat-soaked breast flesh of her partner. Occasionally, their nipples would meet, making them cry in unison with pleasure.

Faintly, they could hear Luna moaning her approval in the background, but they paid her no mind. There was only them, and there was only the need to express the affection they felt for one another through as many mind-numbingly fantastic orgasms as possible.

They came again, erupting into yet another chorus of moans. What was this, five, six? It didn't really matter, what truly mattered was that the wonderful spasms currently wracking Rarity's body were brought about through the care of her friend, who had never relented in pumping the rod in and out of her body, even though it brought her no pleasure of her own. Twilight had even been kind enough to enlarge the rod, somehow sensing subconsciously that Rarity's favorite part was the absolutely full feeling she got from having it buried in her folds.

Since she had upped the ante, Rarity felt the need to return the favor, and had initially attempted enlarging the shaft within Twilight as well, but found that her magic was still too weak to attempt something like that, so she was forced to find a more creative solution.

Rarity smirked as she had an idea. She began to spin the rod within Twilight, knowing that the way it had been constructed lent to it a unique texture that was sure to send her friend reeling in pleasure.

She was right.

Twilight's back arched and her breasts pressed further into Rarity as she let out a primal groan, her marehood contracting and squirting even more fluids all over their legs and the floor. It had been easy to get her to cum again so recently after their previous release.

Rarity moved one of her hands down between their thighs, rubbing around and soaking the digits in the copious volume of their fluids, then drew it back up only to place two of her fingers in Twilight's gaping, moaning mouth.

Instinctively, Twilight's lips clamped down on the invading digits and suckled the warm ejaculate from them. Rarity couldn't deny how sexy it looked to have her own fingers sucked on by such a beautiful mare, especially knowing that those fingers were covered in the intermingled product of their love-making.

Twilight retracted her head, moving back far enough for Rarity's fingers to come out with a soft pop. She looked like she was trying to say something, but the spasms of the orgasm she was still riding kept interrupting her thought process.

"Yes, dear?" Rarity teased.

"I want - aahh -- to, to, - mmmmm... - ask you soooooaaaahhhmthing." Twilight's attempts at speech were routinely interspersed with moans and grunts from the rod still spinning and pounding within her.

"Mmmm, I'm all - ah - ears, darling." Rarity had considerably greater control over the intonations of her voice, but couldn't resist occasionally voicing her pleasure as her marehood was filled repeatedly. She felt that her orgasm wasn't far off.

"I was wondering if - oh yessssss... - if you would, after we're dooaaaahhnnn, if you wanted to maybe - oh by Luna yes - go on a date with me?" Twilight was clearly ready to cum again as well. It was practically a marvel how she was about to orgasm for her third time in ten minutes.

"Oooohh yes, yes Twilight! Of course I will! Oooohhhhh Twilight, yesssss." Rarity agreed with both Twilight's request and the pleasure she was receiving as she attained sweet release once again, spattering their already sticky legs in warm mare fluids, and finally relaxing her body in contented bliss. She allowed her head to move forward, her lips meeting Twilight's in a deep, warm kiss, silencing their mouths as their marehoods contracted in pleasure.

In the soothing afterglow, Rarity and Twilight's magic failed, causing the magical stallionhoods that had been occupying their inner walls to dissipate. They were already sated, and were making out too deeply to notice what was going on around them anyways.

Rarity's eyes were closed, simply savoring the feeling of wrestling her tongue around her friend's mouth after such an intense session. The sensation of having such a thick object invading her body had certainly been new, and even welcoming, but it couldn't compare to this after-sex sweetness she was currently enjoying with Twilight.

Rarity pulled her head back and studied Twilight's face. Her eyes were still closed, her brows knitted in an expression that screamed want. This expression was aided by the fact that her lips were pouted slightly, as if seeking further contact with Rarity's own.

Twilight's fur was matted and sweaty, her mane a tangled mess, her chest heaving with exhaustion.

She couldn't have been more beautiful.

Rarity desperately wanted to comply with Twilight's unspoken request, allowing their lips to stay locked in warm afterglow for the next several hours, but she also desperately wanted to remove the product of their lovemaking from her coat. If they waited too long, the sticky substance would crust on their coats and become almost impossible to get rid of.

Gently, Rarity went about coaxing Twilight to stand up, keeping their bodies close, and exchanging affectionate kisses whenever possible, but also maintaining focus on the task at hand. They started walking, hand-in-hand, towards a door which presumably led to an adjacent bathroom, judging by the hint of tile Rarity could spy through the slightly-ajar doorway, when they were interrupted by the sound of Luna's voice. Rarity had almost forgotten she was in the room with them!

"Amazing. Simply marvelous! You never cease to amaze me, element-bearers, and have now jumped from merely impressive to absolutely extraordinary. I daresay there is nothing for me to teach you about making love itself, you have shown you are clearly better at it than I." Luna praised. "All I can offer is tools and ideas to enhance experience and understanding, but I shall leave it up to you six from now on to find your own applications for what you learn."

"Soooo... are you saying we have permission to experiment?" Twilight's eyes lit up.

"Yes, I believe that is the most efficient way for you to learn at this point. I am aware that the other four have not participated in this session, though something tells me they may already be getting along just as well as you." Luna smiled inwardly as if at some unheard joke.

Twilight, meanwhile, was ecstatic.

"You mean, I can come up with my own hypotheses, and study, and run tests, and, and...?" Twilight nearly stumbled as the implications sank in, but managed to remain upright by virtue of how tightly she was clinging on to Rarity. "...You mean I can take two of my favorite things and put them together?"

Luna smiled once more, outwardly this time.

"Of course, my child. Thou art encouraged to find new ways in which to experience this pleasure and the methods by which it may be applied to bring ponies together."

Twilight was getting entirely too excited, and was probably gripping slightly too hard, so Rarity quickly made a move towards the adjacent bathroom, trying to signal to Twilight somehow that they really needed to clean up. Luckily, Twilight eventually got the message, and they calmly walked their way into the bathroom and started up the shower, helping one another wash the products of their love making from their bodies.

A rub on the thigh. A caress of the shoulder. A kiss on the cheek. Other than these minor displays of affection, which were quickly becoming common between them, the shower was uneventful. Rarity relished in the feeling of having her body scrubbed down after such an intense experience. She supposed it likely wasn't very much different from the feeling an athlete like Applejack or Rainbow Dash got when they took a good, long shower after a particularly strenuous bout of athleticism.

They exited the shower, toweling off all the excess water from their coats and re-entering the study. They found that the room was now deserted, the Princess of the Night having left sometime during their shower, and not a trace of her was evident.

"I guess Princess Luna really meant it when she said that she didn't have anything else to teach us." said Twilight.

"It would appear to be so. I assume this means we have free reign to do as we please?" replied Rarity.

"I would guess. So, about the, uh, date?"

"Ah, yes, I think we can make arrange-." Rarity cut herself off. "Actually, I seem to remember needing to return the helmet of the ravishing guard mare I bumped into. Allow me to retrieve it and deliver it to her first, then we can talk about arranging our date." Rarity had nearly forgotten about the helmet, being caught up in the excitement and erotica of Luna's lesson, but now images of their meeting were running back through her mind.

"Heh, alright then, casanova. Go ahead and meet up with your knight in shining armor, just make sure to tell me all the details." said Twilight.

They spied two sets of folded clothing on a shelf nearby, no doubt left behind by Luna for them to wear when they decided to leave. Both outfits proved to be all red silk affairs, consisting of a button-up shirt and pair of pants. They were getting dressed together when a particular thought came to Rarity's mind.

"Twilight, you really aren't going to mind if I run off and have sex with this other mare, are you?" Rarity asked warily. Something was nagging at her, telling her not to do this, but she attributed it to the way she was brought up. A mare and a stallion got together, fell in love, and had children together, and that was simply the way of it. Rarity now knew that she would never trade the beautiful life she shared with her friends for an old traditionalist ideal like that.

"Of course I won't mind, Rarity. I think we should all get out more and experience this feeling in new ways. I also think that we shouldn't simply keep this all to ourselves. We'll need to return and teach everypony about making love after we deal with the changelings, so what's the harm in getting started a little early?"

"Oh, Twilight, you certainly make it sound as if I'm going to be having sex with this mare tonight!"

"Honestly, Rarity, I think you should. It would be good for both you and her."

"Why, thank you, Twilight. I, well, I don't really know what to say." Rarity was surprised at Twilight's easy acquiescence to the situation.

"Oh, it really is fine. Besides, we need to share the love between each of us, and there are six mares in this relationship, not just two." With that, Twilight approached Rarity and wrapped her arms around Rarity's neck, drawing them towards each other for a deep kiss.

The cool silk felt divine on Rarity's freshly cleaned body, and having it rubbed around against Twilight was even better.

Their lips separated, faces inches from one another's, warm breath on both their muzzles. Rarity gazed into Twilight's shining lavender eyes as she spoke.

"Well, I guess I'll be off, then."

"How are you going to find her?"

"I think I'll manage." They exchanged one final kiss, then Twilight exited through the doorway, presumably in the direction of the gym in order to check up on the rest of their friends.

"She said what we had was love!" Rarity thought excitedly. "And she said that word, relationship, again. Maybe I really do want to settle down with one of them." Rarity's thoughts trailed off, never having been down this path before.

"What if, what if I wanted to settle down with all of them?" Rarity couldn't even imagine the social implications, not to mention the moral ones.

Maybe she should leave these thoughts for later. She didn't want to disappoint herself or Twilight, and she certainly didn't want to disappoint her new paramour-to-be. Rarity went to retrieve the helmet from its resting place on the table by the door, and noticed a folded piece of paper lying inside the top of it. She faintly remembered being handed the paper by the mare after their kiss, and then storing it in the helmet to read later.

"Well, it's later now."

Rarity unfolded the paper, and it indeed turned out to be a message, though not of the sort Rarity had been expecting.

It was directions to the guard's barracks.

Rarity made her way through the halls of the castle's darker half. Apparently this mare was on day patrol in the night castle, so her shift was over at this point.

"Had we really taken that long in there with Luna?" thought Rarity. "Ah, well, we have time enough. Now, about those directions."

In order to use the map effectively, it was first necessary for Rarity to find the map's starting point, and then she could follow the directions from there. Luckily, the guard was kind enough to have labeled the map's starting and end points, so Rarity knew instantly that she needed to begin at the main hall's lower entrance to the night castle, which was easy to find due to the fact that it was the entrance she had used to enter the night castle in the first place if she wanted to end up in the guard's barracks.

Here, in the night-shrouded half of the castle, there were many more guards on the night shift; comparable to that of Celestia's half during the day. Rarity remembered Twilight's silly story about sneaking through the castle at night, avoiding the night guard's patrols in search of the Star Swirl the Bearded wing of the library, only to have one of the guards unlock the gate to it for her upon being "caught." The guards were there for defense and guidance, not to keep ponies out.

Rarity's thoughts turned back to the map that the female guard had handed to her.

"Why would she possess such a thing, having it ready to hand out to the first pony she kissed while on duty? Is it meant for me, or somepony else? Is this mare truly lonely, or is she missing out on a different meeting just to see me again?"

In the deep darkness of the night-shrouded half of the castle, Rarity did not see another figure heading towards the entrance to the guard's barracks from the opposite direction. She also failed to hear the other pony's hoofsteps upon the plush carpet, as opposed to Celestia's resplendent marble flooring.

Inevitably, the two distracted ponies' bodies collided with one another, leaving Rarity sprawled on the ground for the second time that day, and the one she bumped into stumbling, but managing to retain their footing.

Rarity was first to speak. "Oh, sorry darling, I really should watch where I am going more carefully in the dark like this." She tried to play it cool and refined, you never knew who you might encounter in the very castle inhabited by the Princesses of Equestria. Images of her first encounter like this came to mind, allowing herself a few faint fantasies of securing yet another date for the night.

"Nah, it was my fault, I wasn't paying any attent - hold on, is that you, Rarity?" A scratchy voice replied from the darkness.

Oh, wait, no need to fantasize, she was already having sex with this one. "Rainbow Dash? Why-ever would one such as yourself be roaming the castle halls at night?" Rarity realized how hypocritical she sounded just as the words left her mouth.

"I could ask you the same thing, Rares." Came the expected reply. "But, if you really want to know, I got a date with one of the guards tonight, here in the barracks!" Rainbow Dash whispered rather excitedly.

"Really, now? I'll have you know that I happen to be preoccupied with precisely the same excursion!" Rarity replied with a humorous lilt to her voice.

They shared a quiet laugh.

"So, mare or, uh, stallion?" asked Rainbow Dash.

"Hm? Oh, mare, of course, and you?"

"Phew, good, I got a mare, too. While me and the rest of the gang were working out in the gym, AJ and Pinkie started hitting on some of the stallions in there. When I asked what they were doing, they said something about wanting to 'try new things' or something like that."

"Yes, indeed, dear, go on." Rarity was intrigued, this was shaping up to be quite the story.

"I'm not interested in stallions, so I got out of there just as Pinkie jumped on one of them and started making out with him. Still dunno what Fluttershy ended up doing; last time I saw her, she was cowering behind some of the lifting equipment while AJ blew kisses to one of the off duty guards. Anyway, back to me. Chance would have it that, just as I'm exiting the gym, I bump into this cute guard filly, nice grey coat, and we totally hit it off. I knew nopony could help but to be seduced by my awesome, sweat glazed form after a workout. We talked a little, found out we like the same stuff. She turned out to be a pegasus, too, so we talked about flying, and it actually turns out that the guard's have a pretty intense flying regimen. Anyways, she gave me some directions back to her quarters, and then we're totally gonna make out! I'd take it further, but I'm not sure how ponies that don't understand this sex thing would react."

As Rainbow Dash spoke, Rarity managed to stand up and dust herself off, letting Dash go on with her amusing little story.

Eyes having finally adjusted to the inky darkness, Rarity could see that Dash was dressed in what appeared to be a normal white sports midriff and white shorts, common attire for the athletic mare.

"That is definitely quite the story, Rainbow Dash. I bumped into my mare while walking towards the study with Princess Luna and Twilight for our, ahem, private magic lesson, completely nude, mind you. She helped me up, and then abruptly started kissing me right in front of the princess! I may have gotten a little, carried away, but she apparently enjoyed the experience, because she handed me this," she showed Rainbow Dash the piece of paper. "which turned out to be directions to the barracks, where we are headed now."

"Huh, so you got to make out with your mare already, and that was just because she bumped into you? Score, Rares, I knew you were the hottest pony around." Dash flashed her a thumbs up.

Rarity's story had served to remind herself of her true purpose for being out here, and she spoke her mind.

"Well, it is already very late, and I'm sure our guests would not wish to be kept waiting, so I suggest we proceed directly to the barracks and pick them up promptly." decreed Rarity.

"Sounds like a plan to me!"

They had bumped into each other near to the entryway to the guard's barracks, meaning it was easy to find the torch-lit doorway. When they opened the door and proceeded down the staircase, it was refreshing to note that it was also well lit with torches, as opposed to the night castle proper, which was only lit by the streams of moonlight filtering through the infrequent windows. While it was, aesthetically, very beautiful, it also had made navigation during the night time hours difficult, at best.

Eventually, they reached the barracks, sequestered in a warm, cozy section of the castle. Rows of doors lined the hallway on either side, and the hall appeared to create a wide, full circle about the entire castle. Exit staircases were interspersed along the outer wall, presumably to allow guards to enter and exit the barracks quickly from any point of the sizable castle.

Rainbow Dash led the way, trusting her memory to find the properly numbered door, and then simply letting herself in, not really paying any mind to the context of what she was doing. Rarity thought it was rather uncouth, but her excitement got the best of her, and so she followed Dash into the guard's private quarters.

"Wait a moment, this is the same room that my map says I should go to, are you sure you didn't mix us up?" Rarity had noticed the map's directions coincided with the room Dash had taken them to.

"Nope, this is definitely the place." She seemed sure of herself.

"Oh, this is the place all right." A voice clarified from the bed nearby.

"What? It is you! Why are you seeing Rainbow Dash now?" The charcoal grey mare had revealed herself, dressed in an alluring night-wear ensemble consisting of a lacy bra and panties.

Rarity was mildly incensed that she had just been cheated out of her date, but she was ready to hear a good explanation.

"I actually requested to meet Rainbow Dash here tonight, I presume you are Rarity?"

"Why, of course I'm Rarity! What is the meaning of this, have you decided to forego our date in search of a more appealing prospect; an athlete, perhaps?" Rarity was about to become furious, but then she noticed a rustling from the corner of her eye.

The figure rose from the previously unseen bed, stretching languidly in the low torchlight. She was clad in similar attire to the other guard mare, and her body was virtually identical in every way.

"Actually, we're twins."

Author's Note

If you enjoy this story, you'll also probably enjoy my group, Polyamory. The group is, as the title would suggest, a repository for fics featuring polyamorous relationships. It also serves as a hub for those who wish to spread the love, and a general hangout for fans of the concept.

First Time

"T-twins?" Rainbow Dash sputtered. Rarity looked to her friend, not knowing what kind of reaction to expect. Rainbow seemed to be surprised, as the tone of her voice had suggested, but there was also a certain glint in her eye, an upward curl of the lip that made it seem as if she was enjoying this turn of events.

While Rarity herself was mildly taken aback, she couldn't help but allow her mind to immediately fantasize about what it would be like for them to bed twins. Two identical mares, bodies fit and toned from rigorous exercise, writhing with pleasure at her touch...

"...but you can't let yourself get too carried away just yet. You aren't even sure if they're interested yet!" Rarity's conscience told her.

Then, Rarity's other conscience took a turn to speak up.

"One of them made out with you in public on sight, of course they're interested. You know that you are."

She did have a good point, but it was probably better to ask them first. Unfortunately, Rainbow Dash collected herself before Rarity got a chance to speak.

"This... this is awesome!" Dash emphasized her point by putting both of her hands into fists and pumping them near her chest. "So, where you guys wanna do it? The bed right there seems fine, but a little small. Maybe if we combine the two, we-"

"Wait, what? Do what? I just wanted to make out a bit, maybe get to know you." This was the twin Rainbow had met speaking. "I honestly don't know what came over me, usually I only do this for stallions, but I saw you and I knew that I just had to have you. Honestly, it's been like this for the past few days, but never this strong."

"What about your sister over there? I thought she was making out with Rarity and promised her more tonight!" retorted Dash.

"Actually, Rainbow, I believe she wordlessly handed me a note and simply ran off, speaking of which, I remembered to bring your helmet miss, err..." Rarity knew the exchange hadn't truly been wordless, but she was trying to make a point. It wasn't until she was finishing her sentence when she realized that she didn't know the mare's name.

"Hm? Ah, my helmet! I'm so glad you brought it back for me! I just know the commander would kill me if she found out I forgot it again." she continued "Oh, my name's Silverwing, by the way. Lieutenant Silverwing. My sister over there, the fiery one, is Gilded Plumage, but ponies usually just call her Gilded for short."

"And no, my plumage is not actually gilded, in case you were wondering." said Gilded heatedly, as if to emphasize her sister's point.

Rarity could understand not going by your full name all the time. Nicknames were common even among her own circle of friends, like Twilight Sparkle, how were you supposed to work with that? Just calling her Twilight was much easier.

"Wait a moment, Silverwing, I meant to ask you why you had a piece of paper detailing the location of the barracks?" asked Rarity.

"Oh, that, yeah. I, err, we, always have things like that ready for when we want to find somepony to bring back here, hopefully to set up a date. It's only been stallions up until this point, but when I saw you I just, well, my sister already said it best. Obviously, we want to settle down with the ponies of our dreams, but most of our rendezvous end up as just happy memories. For both sides, I'd like to think." Silverwing appeared to be finished, but then she appeared to have another thought.

"Actually, I meant to ask you, Rarity; why exactly were you, the Princess, and another mare all walking nude down through the halls?" asked Silverwing.

"Ah that, yes. Well, we were actually ordered to do so by Princess Luna herself, you see! She can be quite the odd princess at times, but I assure you that she had the best intentions." Rarity allowed her mind to wander as her thoughts ran back over Luna's "intentions."

"Wait, I'm letting myself get off track. I need to take control of this conversation and redirect it in the direction I wish for it to follow." thought Rarity.

"Well, girls, I don't know what you may think of this situation, but I believe it is far too late to be entertaining thoughts of simply enjoying a quiet afternoon date." Rarity left the sentence there, allowing it to sink in and hopefully letting the others come to their own conclusions.

Silverwing looked like she was about to say something, but Gilded quickly cut her off.

"Well then, Ms. Rarity, what do you suggest we do other than make out and maybe leave with some happy memories?"

"What I was going to say before my sister so rudely interrupted me was... actually, what she said sums up my thoughts pretty nicely, what are we going to do? Isn't this what amorously inclined ponies do?" said Silverwing.

Rarity wouldn't be surprised if she found out that this happened regularly.

Rainbow Dash was watching Rarity carefully, as if studying her for a sign belying her plans. Rarity gave her a subtle wink, and realization suddenly dawned on her face, though she was quick to hide it from the scrutiny of the twins.

"Actually, I was hoping we could take it a step further than that, and I think my friend here was as well. You see, there is more that two, or more, amorously inclined ponies can enjoy with each other than simply dating and kissing, possibly with the future promise of a marriage. There is much more, but you are going to need to let us show you." Rarity was letting her natural charisma flow, tantalizing her audience with promises they might not fully understand, but knew they still desired.

"Are you saying that you know something better than making out with stallions?" asked Gilded. "Because making out with stallions, or, I guess mares, as I'm about to find out, is pretty great."

"I can understand that," she really could, that first kiss with Twilight had been absolutely celestial. In fact, she may have settled just for that. "but I think I know just what it is that you really want, even if you yourselves aren't fully aware of it." Rarity's audience was enraptured, even Rainbow Dash gazing on with a curious glint in her eye. "I see the way you gaze at us, I know that you want our bodies," she gestured to herself and Rainbow Dash "Truly, you just don't know how to get them."

After Rarity had drawn attention to both Dash's body and her own, Silverwing and Gilded Plumage couldn't look away. They allowed their gazes to roam up and down the smooth contours of their bodies, clearly appreciative of the way Rarity's moderately tight waist was flanked above and below by wide, swelling curves. Gilded seemed to be particularly interested in Dash, eyes drawn to wings as they gave an involuntary flap at the attention.

This was no different than how they thought of other ponies while clopping late into the night, Rarity mused, but she had changed their perception of what attraction truly meant.

Simultaneously, unconsciously, the pair stepped forward. The four were only slightly further than arm's length now.

"What you must understand is that we also have desires, and those desires are currently directed towards you." Their gazes were ripped from their blatant ogling of tantalizingly clothed flesh and forced to stare into her eyes, possibly searching for any sign of deceit. "It may surprise you to know that we have needs that rival your own, but we also have something you do not." She allowed the statement to hang in the air for dramatic effect.

"Wha- what's that?" Silverwing asked, her body quivering just by speaking to the now-mythical appearing mare.

"That, my dear, is experience." she replied.

The tension in the room was growing thick, Rarity could feel it. She saw how uncomfortable the twins seemed to be becoming, how they squirmed slightly at the sound of her voice, how they clearly desired to feel her touch. She relished in the feeling, that feeling not being one of dominance and control, but rather one of guidance and affection.

The twins crept forward once more, Silverwing facing Rarity and Gilded facing Dash. They could feel warm breath on each other's muzzles at this range, could see the minute shifts in their eyes as thoughts and hearts raced as one.

Rarity lowered her voice to a whisper.

"We see that you want us, we know that you want us, we just want you to know, that we want you too."

Silverwing closed her eyes and shuddered, then leaned forward and allowed her lips to connect with Rarity's in a silent kiss. Rarity returned it, but only with as much urgency as Silverwing herself was giving, which wasn't much altogether. Their lips remained connected for quite a bit longer than the strength of the kiss seemed to imply, Silverwing seemingly just exploring and relaxing, familiarizing herself with the feeling of connecting her lips to another mare like this. She had kissed before, but this seemed to promise something more.

All too soon, it ended.

"Wasn't that nice?" whispered Rarity, "We'll only give how much you wish to receive."

"I want... more." came the exasperated sounding reply.

Without another word, Rarity leaned back in for another kiss, this time wrapping her arms around Silverwing's back and stroking her mane.

She allowed the kiss to grow deeper, pressing her body against Silverwing and pushing her large, soft breasts up against her new lover.

Rarity's ears caught a soft moan, and she managed to glance to the side in order to see that Dash and Gilded were going about things in much the same way, albeit slightly rougher in their execution.

The sound of the moan spurred Silverwing on, causing her to tilt her head sideways and snake her tongue out into Rarity's mouth, allowing it to writhe in the simple pleasure of making out. Silverwing's arms raised slightly, and then encircled Rarity's waist, pulling them closer with insistence.

In response, Rarity lowered one of her hands very slowly down Silverwing's back, tracing a tantalizing trail down her spine that sent her body shuddering intermittently with the unknown promise of what was to come. Rarity's other hand remained behind Silverwing's head, trapping their lips in a passionate, fiery dance.

Rarity began to undo Silverwing's bra, maintaining eye-contact and constantly trying to ask with her gaze "Are you okay with this? Do you want me to continue?" Wordlessly, the answer she received was emphatic.

"yes."

The clasp finally undone, Silverwing's bra fell lazily from her shoulders, resting now upon her lap. Rarity pulled back from the kiss to observe her cute, smallish breasts, which were now on full display. Silverwing blushed as Rarity's hand brushed against one, feeling the smooth, warm softness that characterized so many mare's breasts. Rarity noticed how hard the nipples were, how they jutted forward as if begging for somepony to tweak or suck at them. Silverwing bit her lip as Rarity's hand drew near one of them.

"She's clearly very aroused, but seems to be having difficulty getting engaged. Perhaps a different approach?" thought Rarity.

Rarity withdrew her hands from Silverwing's body, observing her face carefully and registering both disappointment and relief. She seemed to be confused, as well, until Rarity's arms reached for the hem of her red silk shirt and lifted, revealing inch after inch of white, glittering coat. She continued to watch Silverwing's expression, noticing the way her eyes glazed with lust at the sight of exposed flesh.

"She may be confused and reticent, but natural instincts appear to be prevailing here." thought Rarity with an inward smirk.

As always, Rarity teased slowly as the hem of her shirt reached the bottom of her breasts and then, just before her nipples were revealed, quickly flipped the entire garment up and over her head, removing it entirely and tossing it across the room. Rarity's huge breasts were set into motion by the quick movement, swaying as they slowly settled back into place.

Silverwing leaned closer, a hand inching towards one of Rarity's breasts, her intent clearly written on her face and through her actions. In one moment, she seemed to become self aware, and turned her gaze towards Rarity's own, as if silently begging for consent.

Rarity nodded.

Silverwing's hand made contact with one of Rarity's breasts, gingerly at first, and then with more urgency, until she eventually devolved into an all out groping and kneading of Rarity's chest, apparently trying to get as much of them into her hands as possible. Rarity periodically offered soft coos of delight at her ministrations, encouraging her to fondle and explore.

"Yours are... so much bigger than mine." whispered Silverwing, completely entranced by the orbs of femininity jutting from Rarity's chest.

"You're quite beautiful in your own way, darling." Rarity assured her.

In order to drive her point in, she resumed her kneading of Silverwing's chest, so now they were both fondling each other's chests. Silverwing seemed much more open to the idea now that Rarity had bared herself to the guard and allowed her to explore a little.

Rarity could feel her arousal kicking into high gear, her pussy becoming slick with vaginal secretions. The silk pants she wore rubbed her in all the right ways as she shifted about, nothing between them and her wet, aching lower lips.

Arousal getting the best of her, Rarity grew more forceful, pushing Silverwing from a standing position back down on to her bed, and following down with a breathtaking kiss. She could tell this turn of events excited Silverwing, as she was unabashedly returning the kiss now, head cocked to the side with tongue slipping and sliding about between their lips.

Rarity was overcome with a dull, pleasant ache; one which begged for satisfaction. Eventually, one of Rarity's hands had snaked down between her thighs, reaching underneath the waistline of her silk pants and rubbing at the slick, wet entrance it found there.

At her own touch, Rarity moaned unabashedly into Silverwing's mouth, sending slight reverberations through her body that only served to heighten her excitement.

Silverwing felt wet digits slide down her navel, and then tug at the waistband of her nightwear. She broke the kiss in mild surprise, and was met with Rarity's face, eyes half lidded in an expression that screamed "Please, can I take them off?" Silverwing could do nothing but nod her consent, and then resume the passionate kiss.

Never allowing their lips to break apart, Rarity pulled down on Silverwing's panties, but she could only get so far from this position. Silverwing helped her, drawing her legs up between them so she could pull them up and off in a different way.

Before she knew it, she was fully nude and rolling in the sheets, making out with an almost impossibly sexy white mare she had only met earlier that day. She reached down to stroke some other part of the magnificent mare's body, and found that Rarity had managed to remove her own pants at some point among all the kisses and caresses.

There was nothing between them now, nothing to restrict the feeling of hot bodies, quickly becoming sweaty, sliding together, constantly feeding each other more softness and warmth.

Soon enough, however, softness and warmth were doing little to satiate Rarity's growing desires. She needed more, she needed to take this a step further. Rarity quickly drew her hand down along the side of Silverwing's body, tracing a line all the way down to her soaking nethers. This task was met with minor difficulty with all the writhing around they were doing, constantly shifting positions as to who was on top or whether they lay side-by-side, but eventually she made it.

Rarity stroked Silverwing's outer folds, earning a soft moan, which quickly escalated into a vocalized wail of pleasure as the stroking became thrusting, Rarity having slipped two of her eager fingers inside.

Rarity felt warm, soft, inviting wetness within the other mare, much like she had with herself and her friends. Just the sensations of having her fingers enveloped by the slippery wetness of Silverwing's inner walls gave some pleasure to Rarity, to say nothing of how it felt to be on the receiving end.

Silverwing felt her toned core clench tightly around the white fingers invading her slit, strong muscles clamping hard in reaction to an incredibly high level of stimulus the likes of which she had never experienced before. Sure, she had played around with herself a few times after meeting a particularly enticing stallion, but that was something everypony did to scratch that particular itch. This was a whole new way to scratch it, and all that was needed was to add another pony.

It occurred to her that it was slightly odd she had never come to the conclusion of sharing in these pleasures before, but, then again, she had never heard of anypony else doing it either.

Further thoughts on the subject were put to a halt as more tingling waves were sent directly to the pleasure center of her brain by the increasing ferocity and depth of Rarity's ministrations. Rarity disengaged their lips for a short moment to move her muzzle into the vicinity of Silverwing's collarbone and nipped at it lovingly, earning a few surprised coos of delight in the process. These sounds were then interrupted by Rarity's immediate re-occupation of Silverwing's lips with her own, ensuring she was always ensnared in the warm, wet entanglement of kissing tongues and thrusting, sliding fingers.

Rarity had learned the signs. The way her breath hitched, the increasingly dense musk of arousal hanging in the air, the dramatic increase in slippery wetness emerging from between her thighs; there was no doubt that Silverwing was approaching her first release. By the sound of it, Rainbow Dash's partner wasn't far off either, she was almost afraid they would wake up the sleeping guards in the adjacent rooms!

In the moment Rarity's attention shifted back to Silverwing, the grey mare finally came, letting loose a surprised shriek of pleasure and release alongside the copious fluids that now coated Rarity's hand and much of their entwined thighs.

Silverwing's body continued to convulse and spasm with pleasure, pressing her sopping lower lips more and more firmly into Rarity's hand as if trying to extend the sensations. Eventually, she seemed to calm down, and as she came down from her high she adopted a blissful smile, laughing softly.

Rarity felt warmth flood her at the feeling of being able to simply give so much to another pony. Her element was generosity, and it showed at times like these, where she gave of her own time and skill to grant so much joy to another pony. This was no different from making a free dress for a friend or sending a birthday present.

She reveled in all the subtle rewards she had earned; the look on her paramour's face, the feel of hardened nipples pressing into her hot, heavy breasts, the way their thighs slid against each other with every minor movement, the warmth of ragged breath on her face...

She was giving a gift, and the gift of giving was a reward all its own.

There was little warning, just a caress running from the small of her back to the swell of her sensuously well-defined ass before Rarity felt somepony else's fingers plunging into her hot depths. She turned to see Rainbow Dash, who had left a recovering Gilded Plumage behind in favor of pleasing her good friend. It wasn't long before Dash escalated the situation, grasping Rarity's hips firmly and diving into her steaming marehood muzzle-first.

Combined with the minute sensations of the nearly unconscious mare underneath her, Rarity was in total bliss. The probing, rough projection entering into her felt absolutely divine, and hit so many more of her sensitive nerve clusters than that rigid rod Twilight had filled her with. While the athletic mare's tongue lacked the pleasant fulfillment of the thickened magical shaft, it more than made up for it in raw pleasure and adaptability. Dash could easily react to each of Rarity's shudders and moans, seeming to know instantly where to let her tongue explore next to extract the maximum amount of pleasure from Rarity's hyper aroused body.

Rarity desperately wished she could give pleasure to Dash in return, but even if their positions were different she would find it very difficult to please Dash through all the sharply mind-numbing sensations she was experiencing. Rainbow Dash's tongue work made her seem like a rapid-fire piston and a tornado rolled into one delectable package. One moment, she would be thrusting and probing among all the various folds of her vaginal lips, touching at her clit and other sensitive zones that didn't often get to experience so much pleasure, and the next moment she would be swirling her tongue about Rarity's deepest depths, as if trying to taste as much as possible of the fluid Rarity's nether lips secreted in greater and greater volumes as she neared climax.

In a sudden moment of infinite clarity, Rarity felt release. Her mare fluids ejaculated all over Dash's eagerly lapping face, still licking at throbbing folds in the blissful aftermath.

Under the relentless onslaught of Rainbow Dash's tongue, Rarity had failed to realize until now that Silverwing had disappeared from beneath her. She dazedly looked around, searching about the room for signs of Silverwing, until her gaze fell upon the other bed, now occupied by two figures silhouetted in the dim torchlight.

Rarity's lust-addled brain instantly recognized the movements. Slow, steady caresses, interlocked muzzles, gyrating body movements; the two were clearly in the throes of making their own love. Rarity subtly interrupted Rainbow Dash and motioned for her to watch the scene taking place before them.

Silverwing and Gilded Plumage, two sisters, members of the night guard, sharing a room in Canterlot Castle, flung inhibitions to the wind and let tongues and hands run rampant over each other's bodies.

Rarity and Rainbow Dash watched in amazement as, for the first time in over a millennium, two ponies outside the influence of the Elements engaged in hot, sweaty, fulfilling sex. If Luna was to be believed, mares never had sex with one another in the old days.

This was convention breaking, monumental, historical.

It was beautiful.

"Dash, do you think it's going to feel like this every time?" said Rarity.

"If it does, I don't ever want to stop. We'll show the world, Rares."

Author's Note

You have no idea how many times I wanted to type Gilda instead of Gilded while writing this.

Also, I think I like to use italics too much.

Also, I am so impossibly sorry for not getting this out earlier. Probably should have been done months ago. You have no idea how long this chapter sat at ~2,800 words. Had to get my life on track for college and adulthood and all that, but now that's cleared up, and I'm happy with the direction I'm going. I won't say there will be more soon, because I've crushed all your dreams so much already, but I'd be a little more optimistic about this story in the future. ;)

As for the "few days" thing, I had a few days free to work on the story, but I never really did, simple as that. I had set aside some free time, intending to write some more, but ended up playing video games.

Edit: If you're interested in my story, or just the concept in general, please check out the Polyamory Writing Game started by Jake R in the Intelligent Shipping Discussion group. There's also a version posted in my Polyamory group's forums.

Discovery

It was amazing to Rarity, bare back propped against the headboard and exposed behind resting on plush cushions, how much one could accomplish by adding more ponies to a situation.

Be it dance ensembles, outdoor sporting events, or incredibly hot mare-on-mare-on-mare-on-mare sex, it always seemed to only get better as more ponies came together. The secret seemed to be in the subtleties, little parts of the big picture that became all-the-more enjoyable as more ponies worked on it. Take her current scenario, for instance. While one pony licking and probing at her aching, throbbing, constantly-leaking pussy lips was a thoroughly enjoyable experience, it simply couldn't compare to the simultaneous treatment she was currently receiving from the guard mare twins.

The twosome was practically ravenous in their appetite for the sticky, clear fluids emerging from between Rarity's thighs. Alone, the close friends who had previously serviced Rarity's snatch appeared to have done it out of a desire to please her; these two fed off of each other's energy, seeming to become drunk off the dripping, debauched mess that Rarity was swiftly making of their faces. They would alternate, taking turns at fervently lapping and tonguing at Rarity's slit to coax more fluids from it, then lapping at her sister's drenched face, simultaneously making room for another mare's mouth to take it's place between the creamy wet thighs. In this cycle, there were no breaks, no way for the two to tire or let up early. There was only a constant stream of pleasure for Rarity, like an unending and unstoppable force pressing against the hyper-reactive pleasure centers of her brain.

This was far from the end of it, even. In fact, the addition of one Rainbow Dash only made the situation even better. Sidled up right next to her, Dash pressed firmly into Rarity's body. Rarity's arm was curled around Dash's hip, grasping somewhere between her hardened buttocks and hips and using the leverage to pull her closer each time Rarity's lust peaked from the continued service down below. Their lips remained locked almost constantly, tongues dancing about through mouths one another knew very well by now, and excess saliva dripping down between them.

With Rarity's pussy already occupied, Dash allowed her hands to roam about Rarity's body, frequently coming back to the diamond-hard nipple-tipped caps of her breasts and rubbing or tweaking at them. Rarity did her best to return the favor through the haze of lust, but was much less general in her ministrations, choosing instead to focus on a central location that she plunged three of her fingers into with wild abandon, soaking the sheets underneath.

Not much noise, aside from rumbling moans of pleasure and light sucking noises, was made between the four of them, with Rarity and Rainbow Dash's mouths occupied with each other's, and Silverwing and Gilded Plumage occupied with Rarity's lower lips. Even if Rarity had wanted to scream and shout to the highest Celestial Planes, the fact that Dash was here sucking at her lips and wrestling their tongues together prevented any sort of obscene vocalized expression.

Even as Rarity came, what was this, the sixth, seventh? However many times it was she attained the cloud-bursting heights of pleasure and its accompanying sweet release since they had started this, she still felt some measure of dissatisfaction. Specifically, her breasts called for more attention, each orgasm only making her nipples become more and more painfully hard. Rainbow Dash was clearly doing all she could to alleviate the sensation, knowingly or not. Rarity raised her free hand up to fondle, squeeze, and tweak at her still-unattended breast, but it was still not enough. While she had always felt this sensation in her chest, with nipples aching and itching for a touch, it had never been this strong. No matter how much attention Rarity's massive melons were given, still they cried and begged with an itch that seemed impossible to scratch, which only served to drive Rarity towards increasingly high levels of wanton desire.

With sudden clarity, Rarity realized that the solution was right in front of her. She extracted herself from the passionate make-out session, allowing saliva to drip between them, and proffered a breast up to the confused Rainbow Dash with a hand, inches from her face.

"Dash, I need some more attention up here, do you think your lips would oblige?" said Rarity.

Rainbow Dash, mesmerized by Rarity's prodigious charms, wordlessly tilted her head forward. At first, her snout simply nuzzled against the inner part of Rarity's left breast, earning a soft laugh, then she broke out of the trance and drew back slightly, only to aggressively come back forward and wrap her lips around Rarity's hardened nipple, sucking immediately.

Rarity, head tilted back and mouth agape in stunned silence, found herself experiencing equal parts relief and ecstasy. Still being licked by two hungry mouths below, now she was subject to a third, which was finally relieving the itchiness and discomfort of her rock-hard nipples. With the relief came a new wall of pleasure, assaulting Rarity's consciousness with even more stimulating sensations from a different angle.

Dash started using some of her pussy-licking tricks she had learned earlier, like swirling her tongue around. As soon as she started, Rarity came again on the spot, further coating the mares servicing her below in musky, sticky fluid.

The feeling was indescribable. Dash's tongue ran along the painfully hard surface of Rarity's nipple, alleviating tension and creating little explosions of surprise pleasure along the way. Her chest steadily became coated in saliva as Dash seemed to almost mindlessly flow between Rarity's two breasts, licking along the way and then finding and latching on to the nipples as fast and hard as possible. Rarity drooled at the overwhelming sensations, further adding to the mess on her chest.

That addicting rush of sweet release hit Rarity once again as her chest finally got the attention she'd always wanted. Even though she'd been brought to shuddering orgasm just now, and numerous other times this night, still she wanted more. She stopped fondling her chest and reached a spare hand down to push one of the twin's heads deeper towards the junction of her thighs...

...Only to be met with air.

"Wha-" gasped Rarity "What happened?" Her gaze shifted forward down her legs until she spied the twosome cuddled together a few feet away, nearly toppling off the foot of the bed, sound asleep.

Rainbow Dash, sensing something was wrong, had stopped servicing Rarity's breasts with her mouth in order to look about. Spying the sleeping twins, she laughed softly.

"Heh, that's one way to break the mood." said Rainbow Dash

"It most certainly is... I wonder what could have caused them to fall asleep? Is it really that late?" said Rarity

The twins, on closer inspection, were still breathing heavily, as if exhausted. Regardless of this fact, small smiles decorated their faces.

"Eh, I guess so, but I mean come on, could you really fall asleep doing what we were doing? I'm not tired, and you don't look tired. I'm guessing they were stressed over something else. Maybe it's just 'cause they're new to it?" said Dash

"I don't know, but I can't help but think that this is all a bit strange. You're an athlete, I'm sure you can tell that all this sex isn't exactly the easiest of activities? I mean just look at us! We're all sweaty and panting and wet... and I can't help but simply to crave for more! We should be like them, all passed out and pleasantly fulfilled, but still the lust rages on! It's not even that it isn't fulfilling... it's just that I don't want to stop." said Rarity. She hadn't realized she was getting so into it, but it really was odd now that she was stopping to think about it. Why weren't they even tired? How had she gone without eating all day? What were the Elements really doing to them? Luckily, Rainbow Dash seemed to be thinking along the same lines.

"Well, Rares, I dunno, really. It's all kind of weird if you step back and look at it, but I think that's more of a question for Celestia or Luna or something. I like it, honestly. I want to find as many ponies as I can and spread this feeling around. What I feel right now, seeing those two knocked out at the foot of the bed with the little smiles on their faces... Hey!" Dash's demeanor changed as she noticed Rarity was holding a hand up to her mouth, silently trying, and failing, to stifle a chuckle.

"S-sorry Dash -hm hm- but that doesn't sound like you!" said Rarity, light sounds of laughter punctuating her speech. Dash took a chance to look back towards the twins bashfully and struggle not to laugh herself.

"...It - It's nice, alright? I like the way this makes me feel." at this, Rarity smirked "N-not just that. I like this warm, fuzzy feeling I've got right now. Like, I really helped someone, and now they can enjoy life a lot more because of me." said Dash.

"Oh Rainbow Dash dear, I'm just teasing." Rarity took Rainbow Dash's cheeks in her hands and brought her in for a kiss. "Honestly, I feel the same way. All the little things they do, the little faces they make, it's all so wonderful. Tell you what, we'll get the others together and talk about this sometime, just the six of us, and really tell one another how we feel about our new, ehm, situation." said Rarity, nuzzling against Dash's face. "Would you like that?"

"Yeah Rarity, that sounds like a great idea. We'll all talk about this and find out what we really want to do going forward. I'm in." said Rainbow Dash, confidently puffing out her chest.

"Haha, alright then Dash, that's my mare. Anyway, with the mood completely ruined, I'll be getting a shower and taking my leave." said Rarity, adding some theatrics for comedic effect. She slid her nude body off the bed and gently padded her way across the plush carpet over in the direction of her discarded clothes, when the sound of Dash's voice stopped her.

"Wait a minute. Before you go, can I ask you something?" said Dash.

"Oh, of course you can, Dash, you can ask me anything." Rarity's sincerity came through in the glint of her eyes.

"I, uh, I was just wondering if you might want to - y'know, if you might want to go on a date with me sometime?" said Dash, finally letting it out.

"A date? Just the two of us?" Rarity was overcome with déjà vu, remembering when Twilight had made the same request just this morning. Surprisingly, she found herself attracted to the idea.

Wait, why should I be surprised? We've all been together through so much, of course I'd have feelings for her, just as I do for Twilight. I'm sure a few dates with my friends couldn't hurt.

"Yeah, I was wondering if maybe we should get to know each other better? I'm sure there's a lot of catching up we could do. Y'know, little stuff." said Rainbow dash with a slight blush.

"It's not a problem, we can set something up sometime after we get back and have a nice dinner and conversation. Oh, I'm sure it will be lovely." said Rarity.

"Alright, thanks, Rarity. That means a lot to me." said Dash with a smile. At this, she opened her wings, flew off the bed to gather her clothes and quickly slip them on, and swiftly hovered over to Rarity to gave her a quick peck on the lips. Then, she was gone.

Putting her clothes on and leaving without even getting a shower? How like Dash. thought Rarity with a few shakes of her head and an inward smirk.

Rarity set about gathering her clothes, realizing they had been strewn about the room haphazardly while she had been making love, and then went on a search for a bathroom in order to clean up. The first door she came across turned out to enter into a closet, but the second door was, surprisingly enough, a full-sized bathroom complete with a full bathtub, separate standing shower, and not just one, but two sinks. One for each guard, apparently.

There does seem to be some perks to being a resident of the royal castle, there's no doubt about that.

Rarity neatly folded her clothes and set them down in a pile next to the sink, then sauntered over to the bathtub, inspecting the quality of the cleaning facilities.

The tub itself was walled in with dark grey porcelain bath tile, and even had a themed midnight purple water spout with bat-wing faucet handles. The floor itself was relatively flat, though angled very slightly towards a drain at one end. There was a wide assortment of soaps and conditioners arrayed on a low jutting portion of the wall. These came in two sets, one being cordoned off from the other, and one collection was significantly smaller than the other. Another sign of co-habitation.

Rarity was very pleased indeed.

Rarity turned the hot faucet, which was helpfully indicated by an "H" engraved on the side, and plugged the drain. While waiting for the bath to fill with hot water, she perused the more prodigious of the two sets of shampoos and conditioners, which she only could assume to be Silverwing's, and ascertained that they would be sufficient to pamper herself with. Taking some of her favorites she knew from home, and a couple fancy ones she'd heard about, Rarity poured a mixture of bath solutions inside the rapidly filling tub that resulted in a heavenly, cleansing fragrance that emitted from the water and permeated the room. Before even entering the tub, Rarity felt more relaxed. It helped to take the edge off her still-unsatisfied sexual appetite.

Standing nude in the bathroom on stone tile with mare cum and sweat coating her was getting to be a bit chilly, but luckily the steaming tub was nearly filled to capacity, at which point Rarity turned the faucet off and wasted no time slipping inside.

Oh my, now that's exactly what I needed.

The water enveloped Rarity's cold, wet body, snuggling her with warmth and a cleaner sort of wet. She relaxed down into the bath with ease, letting the tensions in her muscles and the unrequited passions of her loins flee her body, reveling in the simple pleasures of warm water and scented bubble bath.

The magic of the expensive soaps and suds caressed Rarity's body, apparently washing and scrubbing away any filth autonomously. Rarity had heard of such things, but never had the chance to try it.

She was very pleased with the results.

She was very relaxed, but not exactly tired. Even as she sat in the tub for a long while, she didn't feel the need to drift off into welcoming slumber or any such thing. In fact, after a time she started to become a bit antsy, like she wanted to get out of the tub and go out on the town somewhere.

So that's what she did.

Completely refreshed and rejuvenated, she drained the tub, toweled off, and practically glided out of the doorway, only to realize she was still nude and had to throw her red silks back on before going out in public.

Hah, getting a bit too comfortable in our own coat again, I see. She thought.

Swiftly donning the flimsy-yet-comfortable-and-fashionable attire, Rarity quietly crept through the room of the sleeping twins. They really were too cute sleeping there, naked, sweaty bodies cuddled together in loving embrace.

The sight of their smooth curves mixed with the musky scent of sex that continued to permeate the room created a deadly combination that threatened to draw Rarity back in; maybe wake them up for another go.

Rarity quickly realized what she was doing when she caught herself inching towards the sodden bed.

My my, I'm also feeling a bit... frisky, again. Lucky I caught myself. I simply must give myself some space from all this stimulation!

Rarity practically stormed out of the room in indignation of her own nearly unchecked lust, but quickly re-assumed her sense of decorum as she noticed errant patrols among the castle halls. She hadn't left the room entirely unscathed, however, and her ever insistent nipples tented the silk of her shirt up as she ascended the stairs up out of the barracks and into the resplendent main hall of the castle. She was practically on autopilot, but had somehow managed to find the castle entrance.

Well, how about we see some sights and cool off a bit. Let's see where my hooves take me! and with that Rarity strode out the main entrance into the crisp and cool Fall air of Canterlot, Capital of Equestria.