It was a nice, brisk day. The sun was shining and the sky was high and clear. Mares and stallions went about their business in the small sleepy town of Ponyville. The Cakes were baking in Sugarcube Corner, the Rainbow Dash led Sky Patrol were moving clouds into position, the Apple Family apple cart was doing brisk business and Pinkie Pie could be seen bouncing along, spreading her cheer to all the other ponies with paper hearts she had made just that very morning. Inside Carousel Boutique, squeals of delight could be heard as Rarity cut together ensemble after ensemble with heart motifs. The woodland creatures were cuddling up to each other with eager twitches of their noses as the light yellow and powder pink maned pegasus Fluttershy looked on with a gentle, indulgent smile. Off to one side of the town, however, something was not well.

The door slammed open so violently that a few books fell to the floor from the shelves of the Golden Oaks Library. In stalked a purple coated mare, her straight dark blue and brilliant rose streaked mane limp with despair, her tail drooping so low it curled between her hind legs. Tear drops trailed behind her as sheaves of paper scattered to the floor. She dragged herself to the stairs and paused before sighing and climbing up to her room.

"Hello?" The green spined head of a lavender baby dragon poked out from behind a shelf. "Twilight?" he called out to the depressed mare before she disappeared into her room, the door closing quietly. He spotted the fallen books and the papers littered about the library floor. "Uh-oh." The mare was well known all over Ponyville as a very neat and organized unicorn. She had been designated the official Winter Wrap Up Organizer and always had her nose buried in a book, chasing down some obscure fact. Some ponies might say she had The Cleaning Sickness, frequently reorganizing the entire library and keeping the floors immaculately clean... or at least telling him to keep it clean. If she was so depressed that the sudden mess didn't even pique her cleanliness, it must be bad.

He instinctively picked up the fallen books, shelving them according to Shelving Chart Version Twenty Three and tapped the papers together, laying them on a reading pedestal before making his way up to the Librarian's private quarters. He knocked on the door softly.

"Twilight?" There was no response, but he could hear her quiet sobbing and snuffling. He eased the door open. Inside was a large open, two level conservatory. Special texts lined every wall, even by the set of pony sized stairs winding up from near the door to aloft that abutted a large wide oval window with yellow curtains. He could barely see the trembling mare curled up on her bed in the loft. He shuffled up the wide steps and sat beside the sniffling filly. "Didn't go so well, huh? I really thought Big Mac liked you, stealing Smarty Pants like that and all."

"Leave me alone, Spike," she choked out.

"No, I can't," Spike replied, running a clawed hand over his head spines. "See, I'm your number one assistant, and the number one assistant does not abandon his best friend in the world when she needs him."

"Oh Spike," Twilight hiccupped with a small giggle even as tears spilled down her cheeks. "Is there something wrong with me? Am I ugly? Am I boring? Is it because I'm obsessively compulsive?"

"Obsess... Twilight," Spike sighed, "you know, you are kinda intimidating."

"Intimidating?" Twilight blinked. It had never occurred to her that she might be intimidating. She wasn't athletic like Rainbow Dash or Applejack; she did keep herself healthy, if not for the occasional stop at Sugarcube Corner. But she knew that many ponies didn't really read; the library was a quiet place mostly devoid of unicorns, earth ponies or pegasi and while it gave her plenty of peace and quiet for her studies as Princess Celestia's most loyal apprentice, it wasn't the best for meeting anypony. What she found fascinating were dusty and incomprehensibly dull to even her best friends. "Me? But.... but I'm no Rainbow Dash with her sonic rainboom, or- or Applejack with her awesome applebucking skills, or elegant and classy like Rarity. Or even adorably cute like Fluttershy with her teasingly shy wiles! I'm, I'm just- you know, little ol' dusty librarian me!"

"C'mon Twi," Spike said, blinking in return. He raised a claw and began lifting fingers to each point he made. "You're the sharpest unicorn around. Your magic is totally awesome, you're dedicated and kind, you run a library all by your... well okay not all by yourself, you've got me- but you saved Equestria three times! I mean, you have crystal panels in Canterlot to prove it. Plus you're Princess Celestia's most faithful student, best friends and sister-in-law with Princess Cadance and even Princess Luna likes and trusts you. You gotta admit, it can't just be anypony who's good enough for you."

"But it just seems that there's nopony even interested in me! I mean, I ran into Derpy and even she's got a special somepony that she's going with to the Soiree. Rarity is bringing Fancypants-"

"What? Rarity is bringing Fancypants to the Hearts and Hooves Soiree?" Spike was slightly crestfallen. It was well known that although they were different species, he had a massive crush on the fashionista.

"Well, yes," Twilight continued, oblivious to Spike's sudden drop in emotion. "Rainbow Dash hinted that a Wonderbolt might show, and even Applejack is bringing Braeburn!" That last one caught Spike's attention.

"Wait, what? But aren't they first cousins?"

"I guess they don't mind that sort of thing out here," Twilight shrugged before continuing desperately, her tears forgotten as she tallied her friends, "I just want somepony to love me, and Hearts and Hooves day is just around the corner! Why is it so hard?" She punctuated her last sentence with a stomp of a hoof.

"Well, it's not like you could just magic some pony to be that special somepony," he shrugged. Twilight's surprised face was a welcome sight; at least she'd stopped crying.

"Spike!" She said with enthusiasm, then realized what was going on in her mind. Spike would probably not approve of what she was thinking... but she knew just the book she needed. She assumed a less agitated demeanor. "Thanks Spike, you're not just my number one assistant. You're one of my best friends."

"Uh..."

"Thanks for the chat, I really needed it," Twilight continued, thinking furiously. "Oh, look at the time! Almost mid-morning. Could you, uh, get to- um,supply list thirty-one?"

"Thirty-one?" Spike's brow furrowed in confusion. "But that's the list for next Maresday."

"Better early than later," Twilight laughed nervously as the baby dragon eyed her suspiciously, "I always like to say." Her horn took on a magenta glow; a similar glow enveloped Spike and he lifted off the ground. "Better hoof it or lose it!" The door magically swung open and Spike was floated out and deposited unceremoniously onto the stairs from the main hall. The door swung shut behind him.

With the dragon gone, Twilight leapt to her hooves and cantered to a small shelf hidden behind the headboard of her bed. She magically lifted out a well-worn, leather bound book and flipped through it quickly. On the front and the spine read "The Psychology and Physionomy of Amorous Incantations, Version Seven, Volume Four." After several pages, Twilight exclaimed, "ah-ha!" She quickly read the ingredients and a wide, frightening grin lit up her face. She could hear the door downstairs open and shut, cutting off Spike's mid-grumble as he left to fill checklist thirty-one.

She quickly wrote down the ingredients on a list (list four hundred and seventy-two, Ponyville archives,) threw a pair of saddlebags over her back and left the Library at a quick trot.

~ MLP ~ MLP ~ MLP ~

Zecora lived in the dark and mysterious Everfree forest, a very dangerous place for the unsuspecting pony. Twilight herself had once been petrified by a wandering cockatrice. Her very first visit to the overgrown and wild woods, she and her new friends had encountered a manticore, and the time they had met Zecora, she and her friends had become victims of the joke plant. It was Zecora, the zebra pony from the plains near of Mount Gallopmanejaro, had kindly made a natural bathing remedy to cure them of the joke plants' jokes, and it was there that she was heading now.

The zebra lived inside a sculpted oak tree much like Twilight's library. Those trees were specially grown by unicorns so that the living tree thrived on despite being hollowed out and inhabited by a somepony. Although considered rustic as most of Ponyville took their architectural styles from the capital of Equestria, Twilight had to admit that she much preferred the natural living space of her library to the cold marble of her tower in Canterlot.

She arrived at the moss-draped tree, with decorative masks from the Kifarasi Plains. The masks that once had frightened her and her friends let her know that visitors were welcome. If they weren't, the zebra pony would have put out a congenially grinning mask , which apparently was her tribe's equivalent of a do-not-disturb sign. Another mask indicated that Zecora was out herb hunting.

Twilight shrugged, and considered it providential that the wise zebra wasn't in; she was bound to ask why Twilight would need the pestle of nightshade, or the mucous of green slime. Both were highly toxic and very powerful reagents for spellcraft, and she didn't want to have to lie to her friend. She stomped her forehooves on the ground outside the door.

Receiving no answer, she stepped inside to find that the hearth in the centre of the room was lit and a large cauldron was bubbling merrily on the fire. Bottles of all shapes and sizes were hung from the ceiling of the tree. The hearth's fire played shifting shadows against the wall, making the masks seem to change expressions; Twilight merely smiled at the optical illusion.

"Zecora?" She waited with her head cocked for a moment before breathing a sigh of relief. She decided to pen a quick note to to the zebra pony, letting her know what she had taken. She shifted through the bottles, reading the Zebra ideograms before magicking out a small stoppered vial from her saddlebags. She unstopped the vial and the tightly sealed maroon jar, pouring out the thick green sludge, making sure to keep the open flask well away from her. Just breathing in the noxious fumes could have disastrous consequences, or so she had read. The spell asked for three dollops, and when she thought she had enough, she resealed both the vial and flask and put them where they belonged. She then turned, searching for the described pestle of nightshade.

Extremely rare, the pestle of nightshade was dark, narrow and had a faint glow. She walked amongst the bottles, reading each label in turn. After several minutes, she found a bottle labelled nightshade and held it in the shadow she cast from the fire. It seemed to glow, although she wasn't sure if it was the prerequisite blue tinge that marked the pestle as from the right plant. Another vial and she had what she needed. She already had the other reagents back in her library's archives. She wrote a quick note, leaving the parchment on Zecora's table where she was sure to see it and put her quill and ink bottle back in her saddlebags. She smiled and hurried home, trying not to prance with excitement.

~ MLP ~ MLP ~ MLP ~

The archives of the Golden Oaks Library was the ideal place for magic experiments, something that Twilight had recognized immediately. It was private and secure and had massive layers of protection cast all around it. It was a tad dark, but with a few candles and candelabras, there was enough light for Twilight to perform the spell.

Her spell experimentation routine always started with securing the room. She cast her personal do-not-disturb charm on the door at the top of the stairs, then made her way down through the convoluted granite lined stairway to the bottom, where she cast protective spells on all the bookshelves. Next, she secured the various machinery that she used for quantifying some of her experiments, carefully checking their magical barriers and making sure they were properly stowed. She carefully floated the long study table, laden with the ingredients for her spell, to the side, revealing the magical barrier charm etched into the floor. It was the most powerful design she had ever found in the Starswirl wing of the Canterlot Libraries and it had taken her months to get the patterns right, as it needed to be burned into the iron granite with alicorn.

Every unicorn's horn was made with the magical secretion of alicorn, which was formed slowly so as not to disturb a pony's sense of balance or strain the neck muscles. However, the process could be hurried along with any simple spell or- Twilight still blushed, thinking of it - manual manipulation. She could recall the nights she spent down in the archives, stroking her horn with a lubricated cloth, trying to keep the subsequent flow of magic laced alicorn from dribbling outside the carved lines and trying not to think about the eye-crossing pleasure the stroking induced.

Long ago before the founding of Equestria, even further back in time than the Hearths Warming Story, Star Swirl the Bearded discovered at all ponies had magic. While pegasi channeled their magic into wing development and cloud manipulation and earth ponies excelled in practical agrarian talents, unicorns were able to use their horns as a conduit to manifesting their power into direct manipulation of reality. The horn itself was formed by the natural secretion of alicorn; it was a thick molasses-like substance that had the ability to store, magnify and manipulate a unicorn's natural magical energy. The substance normally secreted slowly from the crown of a unicorn's forehead and as the nub grew to a horn, the tip of the protuberance, and hardened as it dried. Not all alicorn secreted by unicorns were the same; only unicorns with especially thick, potent and plentiful alicorn could ever dream of becoming a princess.

The Princesses, near deities in Equestria were all alicorns, or unicorn pegasi. They were so named for their immense raw power and magical acumen. Since the horn was the magnifier and attenuator of magical power and prowess, Alicorns had horns that were at least three or four times longer than the average unicorn's. All Alicorns began as unicorns but upon attaining a certain level of raw power or requiring a certain skill of magical manipulation, the unicorns would not only grow wings, but even their physique would change in the form of elongated limbs, torsos and necks. Their very bones would be replaced with magically hardened alicorn as they matured in their transformed states.

Only mares could become alicorns; Starswirl the Bearded had once posited that the production of testosterone, while aiding in pure raw magic power drawn from the pony themselves also hindered the potency of the alicorn substance, inhibiting the pure sustainable power and control of stallions, and while stallions tended to exhibit decent raw ability even into adulthood, their lower quality horns were not able to approach the fine tuned control of mares. Thus, the Alicorn Royalty was formed, populated only by mares. Twilight wondered if Luna, Celestia and Candace, the only Alicorns in existence, had achieved their status... no never mind, she told herself even though it gave her a not unpleasant shiver. She shook her head and took a deep breath for calm and focus.

She already had the ingredients laid out on the table; the vials of slime and pestle were to be last due to their toxicity. She nestled a small cauldron on a brazier and placed both in the middle of the protective circle. She lit the brazier with a heat spell and fanned it to a dull red glow.

Tincture of rareheart, shavings of minotaur hoof, a gold doubloon (dear and hard to find without a dragon or Rarity!) Seven four leaf clovers, four seven-rayed sunflowers and seven moonstones. The last caused a great silver sparkle to burst from the cauldron as she stirred them in, each dissolving in the magical molasses with a great pale plume.

She blushed as she magically plucked three hairs from her... genitalia, and wow did that hurt! Next came the slime; she used a silver knife to tease out the dollops. She cleaned the knife with a silk cloth and put the rapidly disintegrating square into her magical trash strongbox. The pestle of nightshade went in with a great green cloud, which she thought was odd, since the book distinctly said the cloud would be pink. She sensed a massive jump in magical energy the brew was drawing from her. So far into the spell, Twilight knew she had to complete the incantation or suffer the equivalent of magical whiplash. The spell would unravel and if she was lucky, fizzle; more likely it would backlash, with the amount of power she was pouring into the concoction.

The last ingredient was embarrassing; the spell called for a copious amount of alicorn.

Twilight stepped closer to the cauldron, the magical sludge stirring itself through magical process momentum. She lifted another small silk cloth, smeared a generous amount of alicorn moisturizer on the square and began to rub it lightly up and down her horn. She sucked in her breath as she stroked lightly. A tingling sensation began at the base of her horn and, oh my, it felt so good. She continued to rub her horn in long, smooth strokes, ever so lightly. A tingling feeling began to spread down her neck, over her shoulders. Her breathing became laboured. Most embarrassing, her core began to drip; she could feel her nether lips becoming engorged and spreading, her tail rising steadily. Her horn began to glow and pulse with magic, small sparks swirling away as alicorn began to ooze from the tip of her horn. Twilight staggered forward, making sure that her horn was over the mouth of the cauldron without touching the scalding hot rim.

She continued to stroke, trembling flashes of heat and pleasure shivering through her. Her breath quickened to gasps as she rubbed harder, faster. Her eyes crossed, her mouth hung open, the cloth moving up and down and around the tip, then back down to the base of her horn. The magical substance began to ooze steadily, but Twilight was unable to judge the amount from her perspective. She moaned as she spiraled the cloth along the ridge of her horn, the thick gooey essence dripping continuously. To her shame, her labia was throbbing, burning with desire. A delicious shiver was building in her stomach. The pony unicorn had never released so much of the magical fluid before and past spells had only called for a drop or two.

At this point Twilight didn't care how much alicorn was in the cauldron. She intuitively felt that if the tingling from her horn could grow enough to meet the smouldering fire that raged in her loins, it could be something special... something beyond anything she had felt before. She was completely unaware of sliding a hoof between her hindquarters and rubbing furiously.

"Oh Celestia," she gasped as she tantalized her slit, her dripping nectar quickly coating her hoof, running down the insides of her legs, dripping on the floor. She gasped and moaned as she stroked her horn in unison with her hoof, the tingling spreading like wildfire, the heat between her legs racing towards the firebreak. Her voice became ragged, her moans squeaking higher and higher. And in her minds eye came flashed the image of Princess Celestia. Oh, if Celestia could be hers! If only that beautiful, elegant mare would only notice her, want her, need her, that could be so wonderful, so awesome, they could be so good together!

With a loud, plaintive cry, the tingling heat merged inside her and burst forth in a conflagration of heaving, trembling muscles. Alicorn spurted in a torrent from the tip of her horn into the magical concoction that was now shining an intense white column of pure magic. Her hoof blurred between her legs and with each cry, more alicorn shot into the cauldron and more of her nectar sprayed from her pulsating core, drenching the carved flagstones. On and on the pleasure went, chasing itself, her cries becoming jumbled. She couldn't stop, didn't want to stop. Magic rippled around her, whipping up a wind that swirled around the orgasm entranced mare. With one final scream of ecstasy, Twilight nearly stumbled, alicorn splattering in a torrent into the blazing cauldron, her hocks soaked with her juices. As the stream of alicorn slowed and stopped, the cloth blew away, her magic glow winking out as her eyes rolled up and she fainted. She sank to the floor, knocking over the brazier. The hot coals immediately winked to coolness without the mare's magic to sustain the heat but the cauldron fell in the opposite direction, directly onto the unconscious mare.

The glowing substance suddenly became a bright green flame that spread over Twilight's heaving purple flank. Then as if drawn to a strong magnet, the glowing potion streamed inside her pulsating, dripping sex. Her eyes snapped open, glowing with intense green streamers as the magic whipped wind rose to hurricane force, flinging her hair in a tangle of blue rose and violet. Her prone form was lifted and the glow spread out from her groin and eyes until her entire body was emanating with magical force.

The light suddenly winked out and she fell heavily to the ground without a sound.

~ MLP ~ MLP ~ MLP ~

Spike had returned from his errand several hours later and started on the daily list of chores. He had traveled to Manehattan to get the parchment that Twilight used for her personal diary, a special plant based paper called papyrus. He had left in the morning and returned in the late afternoon, only to find the Library closed, shuttered and silent.

It was getting on to evening, and he was hungry, but he didn't feel right eating without his best friend in the world, Twilight Sparkle, and he was now worried. He thought through his conversation with Twilight from the morning and then he had a thought. He ran to the archive door. Sure enough, there was Twilight's signature protection spell on the door. Dread welled up in him as he recalled the order of words in their conversation from the morning, and his mind flashed to the "want-it-need-it" curse Twilight had naively cast on Mrs. Smarty Pants. Twilight was thorough if anything; she had given him a charm to disturb her in the middle of spell casting in the most dire of emergencies. He dashed over to the basket at the foot of twilight's bed that he slept in, and pulled out the a custom made stamp. Gripping it with his tail, he smacked the stamp against the door and the spell burst with an audible pop, like a bubble.

The stench of alicorn was palpable when he threw open the door and he knew, just knew that Twilight was in trouble. He ran down the stairs, two steps at a time and skidded to a halt as he emerged from the stone landing. In the middle of the room, arranged for spellcasting, was the silent form of his best friend.

"Twilight!" he worriedly called out and rushed to her side. For all the smell for alicorn, he didn't see anything but the toppled brazier and the empty cauldron. Twilight's barrel lifted and fell gently in slumber, but shout and shake as he might, she would not wake. "Twilight, wake up!" He lifted her body but her head flopped backward alarmingly he gently put her back on the floor.

"Don't worry, Twi. I'll get some help!" With that, he bounded up the stairs and tore out of the library and into the night.

Author's Note

I've never written a clopfic before.... actually even a smutfic or whatever! So I'm just stretching my wings here as it were, haha. Please enjoy even if its more story than clop.