Twilight Unchained

by sweetPixiesmile

Rating: mature
Tags: Random, Princess Celestia, Nurse Redheart, Main 6, Nightmare Moon, My Little Pony: Friendship is Magic, Queen Chrysalis, Romance, Adventure, Sex
Length: 32410

A failed magical experiment unleashes a force that nopony can resist... but do they really want to?

Twilight is desperate for a date for Hearts and Hooves Day but she can't figure out why nopony ever seems to be interested in her in that way. Despite Spike's misgivings, she attempts a spell to make her irresistible, but when the wrong reagent is used, Twilight doesn't just become a mare magnet! Clopfic+. (No OC's! Doctor MacHoovey is my name for the Hospital Doctor from Read 'Em and Weep) Chararcters: Mane Six, Heart Nurses, Queen Chrysalis, Princesses, Trixie, Spitfire, Gilda, Mayor Mare, Vinyl Scratch, Photo Finish, Octavia, Lyra Heartstrings, Minuette, Twinkleshine. New additions: Sable and Raven.

Published 2013-02-20 06:50:01 UTC
Last updated 2014-02-28 06:18:00 UTC

A Prelude to Disaster?

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.

Healing Hearts

Spike ran out into the street, his mind whirling. His best friend, the unicorn that had literally birthed him from his egg and cared for him ever since, was hurt, or worse. He did the only thing he could think of.

Carousel Boutique was a shining, sparkling example of elegance and lace. It was a bastion and a refuge of fashion. The owner, the mistress, the creative force of the white gabled spire of delightful chic, a unicorn of impeccable grooming, was the grey-coated, indigo and mulberry coiffed unicorn mare who was humming to herself as her lit horn moved fabrics and gems in a visionary whirlwind. Needle and thread, stitches and patterns, laces and tulle and velvets and silks floated, awaiting their turn.

"Rarity!" The shout was accompanied by a frenzied banging that cut right through her inspired trance, the various pieces falling to the ground.

"Ugh!" she huffed. "What sort of uncouth barbarian would assault my abode at such an hour?" she sniffed in supreme annoyance. "I'm positive I'd put up the 'closed' sign."

"Rarity! Please open the door!" At that moment, she realized who was causing such a ruckus. She went to the window and magicked it open.

"Spikey-wikey? Whatever is the matter?" Spike staggered from under the covered porch that surrounded her store.

"Twilight," he gasped, sweat streaming from his steaming scales. He bent over, trying to force the words out. "Hurt,... spell,... won't.... wake up..." Rarity gaped for a moment, then galloped out of her creative room, nearly stumbled down the stairs and threw open the door.

She stopped right in front of the panting dragon and put her forehooves on his shoulders.

"Come!" she cried turning him around. "Tell me on the way!" What Spike told her was eye opening.

She had always thought Twilight Sparkle was the most amazing mare she had known and was proud to be called her friend. Although she had her quirks- because, really, all genius did- she was one of the most intriguing ponies... well, ever! She was open and warm if a bit studious. Rarity knew the bookish mare had struggled with relationships and some things that were commonplace to many ponies were new experiences to the magical phenom. The unicorn had an allure that was hard to understand, a beauty of character that was honest and caring, and downright captivating. But to take such drastic measures just two weeks away from Hearts and Hooves day! Rarity had assumed that Twilight just wasn't really interested in those sorts of things. Now, she considered that perhaps if she hadn't been so wrapped up in her Canterlot orders for the upcoming Soiree, she might have noticed.

"Hey!" she heard another familiar voice from above. She looked up without pause to see the shaggy rainbow mane and tail and turquoise coat. "What's goin' on? I heard yelling. Somepony need some help?"

"Rainbow Dash! Yes! Go to the Hospital, it's an emergency! Tell them Twilight Sparkle may have suffered a magical mishap!"

"What? Egghead?" Dash wondered aloud in surprised concern, her bright cherise eyes widening. "Is she okay?"

"She won't wake up," Rarity replied as she continued to gallop.

"That can't be good."

"Dashie! The Hospital?"

"I'm there!" The pegasus disappeared in a multihued shot, her rainbow tail swirling behind her.

Spike had left the door to the Golden Oaks Library ajar in his near panic and she cantered in. He showed her the inconspicuous door to the archives, but before she entered, she performed a quick magic sensing spell. Every colt and filly were taught various practical spells, such as light, levitation and manipulation, but also were taught to sense for unexpected pockets of magic that might have imprinted during a backlash. If an unsuspecting pony even got near one such pocket, the results would be unexpected and potentially harmful. A quick scan showed nothing as she entered the stone stairwell. She had never been in the archives and the mere dampening presence of so much iron granite was oppressive, but she ignored her discomfort and made her way gingerly down the cold stone stairs. As she descended, she could feel the after-tingle of released magic. Her worry deepened as the tingling grew stronger with each step.

By the time she reached the bottom of the stairs her entire coat was shivering from the waves of intense magic. She would have to see the stylist just to get all the tangles out of her tail! She noticed several things, the first of which was the alicorn imprinted protection charm set in the middle of the wide stone floor. It was simple, marvelously and meticulously detailed. Etching iron granite flagstones with magic was practically unheard of, since iron granite had the natural property of absorbing pony magic, and the charm was obviously done by horn, and in Twilight's own delicate script. The sheer magical force of the protective spells emanating from the bookshelves was stupendous and intimidating. In the middle of all this was the crumpled form of one of her best friends.

"Twilight," she cried out, rushing to the unconscious mare's side, Spike right on her hooves.

"I tried everything," he said frantically, "but she just wouldn't wake up!"

Rarity ran her horn along her friend's coat without touching her and what she discovered was disturbing. Either she had lost her touch with the most basic unicorn skills, which was highly unlikely, or whatever magic Twilight Sparkle was trying to perform was so powerful that the pale grey unicorn just couldn't get a reading due to the massive amounts of magical interference.

"Spike," Rarity paused to consider her words, still shuddering against the sheer magnitude of the magical backwash, "Twilight... she must have been working on a very powerful and unusual spell, but whatever it was... I can't get past the backlash on her."

"Backlash?" Spike's eyes widened in panic. "Is that bad?"

"Well... yes and no. You see, unicorn magic- um, just how much do you know about it?"

"Other than living my entire life with Princess Celestia's most loyal student," he scoffed and paused for effect, "not much. Twilight said it was dangerous and didn't want me around whenever she was working out a spell. She'd talk about it while I did chores... but I, um," he ducked his head with a mixture of shame and guilt. "I should have paid more attention." Rarity nodded. While she didn't mind Twilight's dissertations, she suspected that her bookish friend's enthused ramblings were quite similar to her own gushing about fashion and the proper use of glitter, fabric, cut and gems. Rarity looked at the distraught dragon and sighed.

"Why don't you go upstairs and wait for Dash to come back with the doctor?" she said, trying to distract Spike. "I'll stay down here with Twilight."

"Yeah," he said, reluctant to leave his friend. "Okay."

When he disappeared around the corner of the stairs going up to the Library, Rarity let her own anxiety surface. She didn't dare touch Twilight; all unicorns were taught as weanlings not to physically assist victims of backlash unless absolutely necessary. The merest touch could cause magical contamination, which in turn could corrupt the hardened alicorn of their horns, causing it to become brittle and eventually disintegrate. She paced back and forth, her worried eyes on her prostrate friend. She couldn't understand the panic that had gripped her when Spike had appeared on her doorstep and told her his panting and desperate emergency.

"Oh, Twilight..." She wanted to brush away the mare's disheveled hair, to see her wonderful face. She paused, wanting to nuzzle her dear, dear friend; she had heard that even if a pony was unconscious, they could still sense another's presence or touch. She moved closer and noted Twilight's smell; it was some sort of intoxicating, mesmerizing scent. A new shampoo? Twilight didn't wear any kind of perfume. What was that smell? She inched closer, taking a deep breath. A clatter of hooves on the stairs woke her from her reverie. What had just happened? Rarity blushed as she backed away from her sprawled friend.

"Ah. Ms. Rarity," said Doctor MacHoovey as he arrived. His well-groomed brown mane was well matched with his light yellow coat. He was still wearing his lab coat and his saddlebags were thrown haphazardly over his back. Behind him appeared Nurse Redheart, a light grey mare with pink hair rolled into a bun at the nape of her neck and a little white cap with the Ponyville Hospital's symbol. Rarity recognized her from the time Rainbow Dash had injured her right wing. Spike emerged last. Rarity raised an eyebrow at him, wondering where the aspiring Wonderbolt had gone off to but Spike shrugged in reply.

Doctor MacHoovey frowned as he spied Twilight and trotted quickly to her side. "A little room if you please," he asked as he knelt down and ran his horn along Twilight's silent form in the same manner as Rarity had. The fashionista retreated a few steps, feeling a strange pang of emotion that spiked up, seeing MacHoovey so close to her librarian... wait, her librarian? She shook her head, trying to dislodge the thought. MacHoovey frowned as he ran his horn over her body again, his horn shining even brighter. He snorted with annoyance repeating the procedure on Twilight for a third time, his horn blazing so brightly that Redheart, Spike and Rarity had to look away or shield their eyes.

The light winked out. MacHoovey was still on his knees, his head bowed and sweat lathered flanks heaving. He staggered to his feet. Nurse Redheart walked to his side and put a hoof on his shoulder to steady him.

"She may be lifted safely, I believe," he gasped out. "Nurse, please take our patient to her own bed."

"No, I can-" Rarity began as Nurse Redheart trotted to Twilight's side and began the laborious process of rolling the mare onto her back.

"I'm sorry, Ms. Rarity, but it would not be wise to use magic on Twilight directly just yet, and if I may have a word with both of you," he nodded at her and Spike. They were interrupted by a small squeak as Redheart lifted Twilight on her back and walked the unconscious mare out of the room, gently and carefully climbing the stairs back to the main library hall. The doctor nodded at Spike.

"What do you know about unicorn magic?"

"Not a whole lot," Spike said, flushing with embarrassment.

"Then while this might be a refresher for you, Ms. Rarity, I want to be thorough. Unicorn magic is very powerful, but also very dangerous. It's extremely powerful because, as you know, it can change reality itself, ignoring all concepts of common sense." He could see Spike's eyes glazing and cleared his throat. "It means that the only limit you have is your power and your imagination."

"Okay, got it."

"Dangerous, because a spell gone wrong can produce unpredictable results. Now, when a spell backfires, the magic you put into the spell still needs to go somewhere. More often than not, it recoils on the unfortunate pony who cast the spell. That is what we call backlash. Backlash can stick to almost anything, like tree sap, and anything contaminated in such a way will remain so for a while. During that time, the contagion can interfere with other spells, or worse, can discharge. The complexity and power of the spell increases the danger of the occurrence of backlash proportionally. Simple spells like levitation and manipulation which unicorns learn at a very young age, some as young as weanlings, have very little chance of backlash or contamination. Higher-level spells, the kind that Ms. Sparkle deals in, require extreme methodical levels of control, exceptional attention to detail and a plethora of knowledge. You have to set limits to your magic or the results can be horrific and terrible because it can be, just about, anything." Spike paled as the doctor droned on, his scales grow lighter and lighter until it was a lavender hue.

"That's why Twilight is so studious, Spike," Rarity said gently, tears forming in her eyes with realization, "it was to protect you... to protect us all. From what she said about the exam that she'd gotten her cutie mark... it was to protect us from herself." Spike drew in a trembling breath, closed his eyes as he exhaled.

"So now what do we do?" He got straight to the point.

"Well," MacHoovey considered, "I was able to get past the magical interference. The magical backlash doesn't seem to have harmed her. In fact, I'm not even sure that it was backlash, although I hesitate to say that the spell succeeded. I'm hoping that the interference will eventually dissipate. The sheer raw power," he shook his head in disbelief, "I've never seen anything like it. But in case it was backlash, we need to minimize the possibility of magical contamination. She'll have to be observed here at the library and not in the Hospital because it might be backlash and we can’t risk an outbreak there; we’ll know for certain in a few days. At any rate, the library will have to close for the duration of her ailment."

"Okay," Spike said, "but will she wake up? What does she need?"

"It's difficult to say... but she will need to you," MacHoovey indicated Spike, "to leave."

"What!?" Spike's surprised shout echoed around the granite walls of the archives.

"You're a dragon, and dragons have a strange effect on magic. To ameliorate any unexpected and potentially dangerous effects, you need to stay away. You needn't go far," he added, seeing Spike's fallen face, "and it should be only temporary."

"But.... but who’ll take care of her?" Spike gesticulated, waving his arms to emphasize his point, "I'm, I'm her number one assistant!"

"We run a home observation program at Ponyville Community for just this sort of situation," MacHoovey said, trying to placate the irate dragon. "The Hearts are some of the most highly accredited nurses in all Equestria. They will take shifts to observe her, and in Ms. Sparkle's case, it will have to be a twenty-four hour watch."

"What about her friends?" Rarity asked, forcing down a sudden and inexplicable spike of jealousy. "Can we visit or help out? If she's unconscious, how will she eat?"

"The nurses will know what to do, and really, visitation should be limited to earth ponies. The nurses are well trained in handling magical contagion protocols, and being earth ponies are much less susceptible to magical contamination than unicorns or pegasi. If Ms. Sparkle has earth pony friends, they can visit with no danger of magical contamination. You'll have nothing to worry about. She should eventually awaken; her natural self-defense has likely shielded her mind from the backlash. As the backlash bleeds off, she should return to consciousness."

"But what if she doesn't?"

"Then we'll have to perform a siphon. It shouldn't get to that though."

"Wait," Spike just remembered, "I shook Twilight when I first found her. Will that be a problem?"

"Well, I'm no expert on dragon physiology," the chestnut maned doctor shrugged, "but if it was brief, I doubt you'd suffer from contagion. Dragon scales are magic proof. Now as for distance..." MacHoovey tapped his chin with a forehoof, "I think the Ponyville Clock Tower would be far enough."

"The Clock Tower? But-but-but that's at the edge of town! I might as well stay in the Everfree forest!" The young dragon threw up his hands in disgust.

"Perhaps you could stay at Applejack's?" Rarity suggested. Spike turned to the stallion.

"Yes, that should be fine," the doctor confirmed, "and now, if you'll excuse me, I will make the arrangements with Head Nurse Redheart."

Spike's slumped shoulders mirrored Rarity's own feelings. She put a foreleg around the saddened dragon's shoulders and gave him a squeeze.

"Come Spike. I know you want to help. As do I. But," she continued as Spike looked up, "if the only way we can help Twilight is by staying clear, then, as much as it pains me to say it-"

"That's what we should do?" Spike finished her sentence. The pale mare nodded. Even his green spines drooped. "I guess. I just hate not being able to do anything, you know?" Rarity began to steer Spike towards the stairs.

"I do," she replied, then muttered under her breath, "more than you know."

"What was that?" Spike asked as they mounted the stairs.

"Let's get you packed. Twilight wouldn't want you to forget your toothbrush."

~ MLP ~ MLP ~ MLP ~

A light pink-coated earth pony stepped in quickly, slamming the door shut behind her, a mutinous expression on her cute, freckled face. Of all the time for a backlash patient to come up! She had plans that evening with a very entertaining pegasus, but instead of dinner and dancing, she had to babysit an unconscious egghead who couldn't keep her magic to herself. Just thinking of it made Sweetheart growl with anger. She shifted her saddlebags before depositing them on a nearby table.

Of course, Coldheart was probably punishing her for stealing that Wonderbolt right from under her nose, so a little sibling revenge wasn't out of the question. Sweetheart sighed, closing her blue eyes. And she'd even gone to the spa and curled her mane! She ran a hoof through her long lavender and white locks. Her mean spirited older sister had sprung her assignment on her just when she was about to step out. It just wasn't fair! Sweetheart stowed her short frilly dress in her saddlebag and put on her nurse's cap. After all, she was on duty now, and even if her sparkly fun makeup and unbound hair was impractical, it wasn't quite against regulation in a simple observation shift. She took a deep breath. She needed to calm herself before checking on the patient. It wasn't the mare's fault that Coldheart was being vindictive by reviewing what she knew about Ponyville's latest librarian.

The mare had shown up mysteriously just before the one thousandth Summer Sun Celebration, and, along with five other local ponies, had saved Equestria from Nightmare Moon. Since that big splash, the petite unicorn had become a welcome addition to Ponyville.

Twilight Sparkle had always been willing to help wherever she could. She'd become the official Winter Wrap Up Organizer. The unicorn had always been a willing hand at the Hospital, even if her thirst for knowledge would sometimes get the better of her and she would follow the Hearts on their rounds with a constant stream of questions and suppositions. She smiled at the time the famous rainbow Dash had made a fool of herself trying to steal a book from the Hospital just because she couldn't admit to the little librarian that she'd suddenly taken to reading. Twilight, instead of gloating, had been enthusiastic and forgiving. Nice, if a little too saccharine. Sweetheart had always been drawn to the brash Dash; she admired Applejack, the down-to-earth bucking champion of Ponyville, but was a definite Dasher. Tenderheart, her younger sister, was a Jacker and they would argue incessantly about who was better, even if both mares had completely lost the Running of the Leaves. Come to think of it, Twilight Sparkle had come in an impressive fifth after wisely conserving her strength and sprinting to the finish line on the last leg of the race.

She looked about the silent bookshelves, as she locked the library door. There were worse places to be stranded she supposed, but there were plenty of better places she would rather be, like being at dinner with a Wonderbolt. She sighed again. She could imagine Redheart's disappointed look if she found out her the third sister of the Heart family had skipped out on a rotation. Well, time to check on the little librarian.

Before she could mount the stairs to the single bedroom for the resident Librarian, there came a knock on the door. Curious, she returned to open it.

"Redheart! Tenderheart? What are you doing here? Outside stood the pink maned, white-coated Redheart. Beside her was the pale blue-coated, light green maned younger sister. "What are you doing here?"

"Hi Sweetheart," bubbled Tenderheart. "I'm here to shadow you!"

"Tenderheart is going for her magical contamination certification," Redheart explained, "so she asked if she could shadow us. That way, she wouldn't have to go to Canterlot for her practicum."

"Oh, um, sure," Sweetheart smiled, "come on in little sis, I was just about to go check on our patient."

"Great! Let me do it!" The excited earth pony cantered in.

"Just up the stairs," Sweetheart called after the young mare who bounded up the steps, "but don't do anything until I get up there!"

"I also heard what Coldheart did to you," Redheart said in a soft voice as the younger sister went up the stairs to keep from being overheard, "it wasn't very nice, but she is the head of scheduling this week. I'll have to speak to her later about keeping things professional."

"That's okay, Red. We all know The Ice Cube usually lives up her name," Sweetheart nudged her oldest sister, who rolled her eyes at the nickname. "Still, I'm glad you're here."

"We'll help you with the rotation. I know you didn't prepare yourself for an overnight shift, so Tend and I can split with you so you can get some sleep."

"Really? That'd be great! Thanks."

"That's why I'm the big sister and not Coldheart," Redheart said smugly as Sweetheart closed the door behind her and locked up once again. The two sisters headed up to Twilight's room to find the light blue Tenderheart leaning closely over the unconscious unicorn. She jumped back and blushed when she noticed her older sisters watching. Sweetheart glanced at her older sister but was surprised to find the older nurse smiling in understanding rather than exchanging the glance with her.

"And just what were you doing?" Sweetheart teased.

"Oh, um, haha," Tenderheart laughed guiltily. "You never told me you were watching such a beautiful unicorn!" The young mare nickered nervously. Beautiful? What was that all about, Sweertheart wondered. Why would anypony think that of the studious Twilight Sparkle?

"I know, she is, isn't she?" Redheart gushed. Sweetheart nearly tripped over her hooves. What did her eldest sister just say? The white mare had her heart set on the robust and whinnysome MacHoovey, if the stallion would just pull his head out from his backside and notice. She looked on in shock as the eldest of the five Heart sisters joined her younger sister near the slumbering mare, the two mares just staring. Sweetheart tried to puzzle out what was going on, joining the others out of curiosity.

The mare was sprawled on her side, her young soft purple coloured cheeks a rather alluring plumpness. Sweetheart suddenly jerked; her two sisters were still leaning forward, watching the young mare with rapt admiring stares.

"A-hem," Sweetheart coughed loudly. Both her sisters jumped with identical blushes and uncertain eyes. Something weird was going on tonight. Maybe this wasn't such a good idea. "Girls, actually, I think I'll be fine. Tenderheart, you were top of your quorum; I think you'll do marvelously even without a shadow, and being on rotation, that'll definitely give you an edge."

"Oh, no, I don't mind," Tenderheart burbled, her eyes darting to the softly breathing figure in the bed, "and I've, uh, always wanted to get the chance to work with you, sis. I'm usually with Red," she ducked her head, "no offense, Big Sis."

"No! No," Redheart smiled. "And you know, backlash rotations can be so boring, so let us sit in on the first night, okay Sweet?"

She never could say no to her big sister.

~ MLP ~ MLP ~ MLP ~

"Y'all okay in there?" The orange earth pony stood at the door. Spike sat dejectedly on the pony sized bed, his basket lying on the ground close to the footboard. Applejack smiled a little to herself. How did the offspring of one of the most dangerous and mean spirited creatures in Equestria become such a kind little softie that doted on his best friend unicorn? And really, to the apple bucking pony, it revealed a lot about the little librarian that made her so endearing.

"Yeah," Spike sighed. "Yeah. Thanks for letting me stay here, A.J." The little dragon was so depressed that Applejack walked into the room and put a foreleg around the little lavender reptile, her emerald eyes shining in the dark.

"It's okay, Spike," she said, squeezing him, "we're all worried. But I know th'Hearts. They're all real good at what they do. So don't you worry. An' besides," she continued, "there's the rest of us."

"I know," he said, then more forcefully, "I know. It's just... I hate not being able to be able to help, you know?"

"Yeah, I get it," Applejack said, when a sudden thought occurred to her. "Have you sent anythin' to Canterlot?"

"No," Spike's eyes suddenly widened, "wow, thanks, Applejack! I didn't even think of that. If anyone would help, it'd gotta be Princess Celestia! I mean, she's Twi's mentor and all!" He got up from his basket and rummaged in his pack, producing a quill and a roll of parchment.

"Alright then," the pony got up and headed to the door. She turned as Spike began to write.

"Dear... Princess... Celestia..." She smiled again, listening to the tiny dragon reading out loud as he wrote.

She closed the door and trotted down the hall to her own room. Unlike most of her friends, her room was rather spartan. Even Twilight had more decorative pieces in her room. Under a wide three-framed window, there was a small plain wood table, a small stool before it. To the left was a rack covered by a canvas cloth where Applejack hung all of Rarity's creations. She covered them to keep the dresses from getting dusty; Celestia knew how dusty it gets on a working farm! But on the desk, other than the sparklight, was a wide, oval shaped box.

Twilight had given it to her one day; she'd read that without proper care, hats could lose shape or stain. She had arrived as the sun was setting, knowing that most days Applejack worked until sunset. The earth pony had been resting by a bale of hay with her stetson tipped back, one arm perched on the bundled stalks, the other wiping her brow. She could remember clearly the rambling explanation delivered by a darling blush and stammer before she was presented with the plain box. Her offer for dinner was politely turned down, even though she could see how sorely tempted the librarian was, but she'd left Spike without anything to eat and Twilight had said she would have felt bad if her friend was left to his own devices. Applejack had felt a pang at that, but had let it go, identifying with the need to care for family. It just made her admire the tiny unicorn even more. She lifted the lid off and place her hat inside, upside down and turned down the sweatband inside to dry. Twilight had explained that hats could lose the curl of the rim and stetsons, with the way they were made, should be stored that way. Applejack looked down at her hat, inside the plain looking box and put a hoof on her chest.

It hurt; it really, really hurt to know that her friend was injured, and all because she had felt... unwanted. Rarity had explained the situation more clearly before she'd left Spike in her care, and the farmfilly could see how concerned the elegant fashion conscious mare was. Applejack knew little about Twilight and her family, aside from the time they had spent with the unicorn's brother and his now wife, but she could imagine how isolated the Canterlot mare probably felt. If she'd left all her family behind on a royal decree... well, being in Manehattan had taught her at least one thing, and that was without friends or family, anypony was vulnerable, anypony could fall apart. None of the pegasi or Rarity could see her. She resolved as one of Twilight's earth pony friends, and naturally immune to magical contagion, it was up to her to visit. She'd talk to Big Mac and Apple Bloom about covering her afternoon chores.

It was the least she could do.

Author's Note

Yes I know they aren't necessarily related.... but why not? Small town, family run... don't tell me I'm the only one who thought it! And yes, I apologize for no clop in this chapter, but it's just set-up for some filly freaking.

Red Hot and Sweet Tenderness

She couldn't sleep. Her insides were tied up in knots and her hindquarters were burning up. And she just couldn't get that mare out of her head!

Tenderheart suppressed a sigh. The Hearts had rolled out their portable cots in the main hall of the Golden Oaks Library and were already sleeping even though it was still early. A self proclaimed night owl, the light blue pony just couldn't get comfortable, but didn't want to disturb her two older sisters by tossing and turning. She slowly lifted her head and glanced about. She could see their slumbering, featureless shapes under hospital sheets and blankets. The whineysome MacHoovey had stopped by with the three portable cots after hearing that all three sisters were going to camp out in the library, but Redheart didn't even blink an eye at the nicely muscled stallion. Red had promptly suggested they turn in and not have a nightlong gabfest as they did at home; they were on the job.

But the whole thing was just weird!

When Tenderheart had seen their patient lying unconscious in bed, she couldn't explain the sudden interest she'd felt. She'd allowed herself to get closer and closer... and then that was when the mare's scent hit her. Her ears had perked up, twitching. She didn't think there was a smell quite as delicious as Twilight Sparkle's. The more she looked, the more she wanted to touch, and when she'd leaned right over, she'd felt an enormous urge to stroke the sleek and well groomed coat, accompanied a sudden, unfamiliar feeling that resulted in a gush of moisture from her marehood. From the time her sisters had caught her that close to the patient, she hadn't been able to stem the ache between her legs. She'd tried crossing her legs through dinner or thinking about medical procedures afterwards, but the former simply increased the throbbing and the latter always ended up... dirty... somehow. She couldn't even recall when a pony, anypony had this sort of effect on her. Especially a mare!

She couldn't stand it.

With a heady mixture of fear, guilt and arousal, Tenderheart inched a hoof down her sleek barrel and past the taut belly she kept toned with regular exercise. Her soft folds were already drenched with arousal. She folded her her pillow, pressing it to her muzzle with one hoof as she teased into her delicate, slippery moistness with her hoof. A jolt of pleasure shot through her and she bit down hard on the pillow in an effort to stay quiet.

She imagined Twilight Sparkle leaning over her with a half-lidded, sultry gaze before and giving her a wet, sloppy kiss. The unicorn would press down, purple stroking rythmically on light blue, rubbing their cheeks together and twining their necks. The mare's tongue would be long and agile. Purple hooves would slide tantalizingly down her heaving flanks, easing her legs apart before... she whimpered involuntarily and froze.

All she heard was the gentle breathing of her sisters and her own quiet, laboured breathing. She really couldn't take it anymore!

Dampness trickled down her leg as she rose silently, pushing aside her blankets with infinite care. She slowly, on hooftips, climbed the stairs, breathing through her mouth in an effort to stay as silent as possible. Tenderheart knew what she was about to do was morally and ethically wrong, and maybe sick and twisted, but her heart was racing and her mind was an erotically charged jumble. She reached the top and eased the door open.

Moonlight shone down from Twilight's loft. She shut the door behind her and quickly cantered up the stairs in a heady rush. Tenderheart's stomach trembled with anticipation and excitement and as she approached the bed. Twilight was still sleeping in the same position as the sisters had left her. She'd been turned and was away window, her blue and pink streaked hair fanned adorable under her. She stopped before of the mare. The little unicorn's scent was just simply incredible, she panted to herself. She drew in a slow, deep breath, enjoying the fragrance that set her marehood tingling.

So cute, Tenderheart thought, reaching between her legs. She pushed her swollen lips apart and groaned as she began to run her hoof up and down her mound. She could feel the fresh gush of moisture and her legs felt weak. She put one hoof on the headboard as she pleasured herself with a ferocity that was shocking, her hoof blurring over her slopping folds. She groaned and squeaked softly. Sweat began to lather her coat, and beaded on her muzzle. The earth pony licked her lips as she stared at Twilight Sparkle's adorable face. The unicorn's scent was overpowering all coherent thought, the building delight wiping away any thought of wrong doing.

She whimpered, biting her lower lip, and rubbed harder. She could feel the tingling sensations building, building, wrapping tighter, and tighter, oh Celestia, she was so close now, she was almost there...

"What are you doing?" whispered a soft voice in her ear.

She froze with a squeak, her muscles locking painfully, afraid to even move as a warm body pressed close.

"Oh my," the pony behind her said, as a hoof guided her own away from her painfully throbbing loins. "I see." She felt the presence recede and turned her head slowly.

Redheart stood hard against her, holding the younger Heart's hoof in her own. Tenderheart didn't want to look her in the eye, so ashamed she was at being caught clopping at the bedside of a patient.

"Sis, I-I-" she swallowed, suddenly aware at a sudden gush of pleasure between her legs. Her eyes widened in abject horror. She felt so ashamed that she might be aroused at being caught, afraid of what it meant to the spiraling arousal. She knew, one touch, and her pleasure would pour out in a heavenly libation of erotic rapture.

Redheart's her face was serenely calm, but her eyes burned with a fire that intensifiedTenderheart's guttering desire.

"It's okay," the voice reassured her. "I understand."

"Sis?" she whispered, caught between desire and shock, unable to think, incapable of processing what was happening. All she could do was scream inside just one more, just one more, and she would spray her desire all over the adorably slumbering mare's face. The thought caused the smoldering to flare into a blaze of lust. She squeaked as Redheart pressed down hard on her back. She could feel the moisture of her sister's arousal on her flank as the light grey mare ground her hips against her. She groaned and her eyes, half-lidded with desire, fluttered as her own sister's teeth nibbled along the edge of her ear.

"Can't you hear her calling us? Listen." Tenderheart forced her eyes open against the awful, abominable pleasure her sister was teasing her with and stared at Twilight's silent face. Each of Red's gasps, each moan shivered through her. An erotic haze had settled on her, enshrouding her. And then she heard it. It was faint, but definitely, undeniably irresistible. She gave a long, shuddering, lingering sigh.

"Yesssss," Redheart hissed into her ear, as she thrust against her sister's flank, causing a tremor to run down the cornflower pony's spine. Red's weight was pressing down harder now and Tenderheart put both her forehooves on the headboard to keep from collapsing, her sister's panting filling her ear. The younger mare felt the moisture of Redheart's arousal making a slick spot on her dock. Big sis is bucking me, big sis is bucking me, she chanted in commingled dismay and desire.

"She's just so," Redheart whimpered into her ear as she ground her marehood into her sister's rump and ended with a sigh, "so, delectably adorable, isn't she?" Her tongue ran along the ridge of the younger mare's ear, which she ended with a nip. Tenderheart responded with a barely muffled squeal. She could see her own desire dripping down her bluish quarters, past her hoof and onto the floor.

"When I saw her, lying on the archive floor, I wondered how I'd never seen how beautiful she was. And when I picked her up-" the light grey mare paused with a groan and a particularly hard snap of her loins against Tenderheart who responded with a near feral growl. The younger sister's lust was stoked to such an incendiary aura, where the tinder of the shock, shame and disgust burst into an incandescent, raging lust blind to familial ties. Her mind was so sensually muddled that she just didn't care who was teasing her to an overpowering craving.

Redheart continued, her voice quavering with wanton desire, "it was like an electric shock. I couldn't think straight!" She giggled at her choice of words, then gave a soft cry as she thrust against her sister once again. "I couldn't get her out of my mind; it was like being in heat all over again, but just for her, only for her." Tenderheart could feel her sister's lips against the back of her neck as the lust crazed mare began to rub herself furiously against her dock, Red's juices seeping down past her sister's tail, mingling with her own arousal that dripped from quivering folds. The smaller mare's body jolted with each thrust upon her backside.

She was drowning in pleasure, her mind a shivering, lathered mass that pleaded for release. Her staid, gentle, eldest sister was rubbing her sopping core against her dock with wanton abandon, breath ragged with her desire. She had never seen the pink maned mare in such a frenzy, even when she sequestered herself during her first heat. Her sister was so charged with sexual energy that it propelled her to even greater heights of arousal.

"Let's show our little librarian how much we want her, need her, shall we?" Redheart's voice rose to a feverish squeak as she furiously thrust against Tenderheart's delicate behind, her hooves gripping the smaller pony's flanks, the blue mare's tail raised over her croup in fully aroused display. The younger mare's heart thundered, rapture coursing through her, her long eyelashes fluttering from the pent up pleasure raging inside. Her head was hanging down, face was so close... so close to the unicorn's own... she bit the pillow with her teeth, a final act of will, her eyes locked on Twilight's long, thick horn.

"Oh, Celestia," Redheart's frantic squeal was almost too much to bear. The younger mare was mindless with passion, her tongue lolling out of her vacantly grinning mouth. "I'm close... I'm close... almost..." Redheart suddenly flicked her tail downward, the silken strands snapping against her sister's core.

Pleasure exploded from her loins. Tenderhart's eyes rolled up as she screamed into the pillow caught tight between her teeth, her haunch jumping and quivering uncontrollably. The pleasure spiked again and again as Redheart's tail continued to whip at her marehood with each convulsive thrust, the white pony arching with each ferocious snap. The younger Heart's rump was drenched by the pink maned mare's release, her own desire spraying from her blue and pink folds onto the wood floor again and again as her frenzy peaked again and again, higher and higher. Her sister's teeth bit hard at her shoulder, the pain goading her, the sounds of Redheart's groans and growls as the older mare's coat shivered against hers, each pulsing orgasm pushing her own to greater and greater bouts of ecstasy.

Tenderheart felt something warm and wet on her cheek. She didn't know anything, anything at all but for the glowing feeling that was moving sluggishly through her, small shocks of pleasure, her mind was completely blank.

"Tend," came Red's hoarse whisper. Tend? What was that? Tend... was it a.... she couldn't understand what was being said in her ear. Oh, wait, that was her name... right? Her sisters' nickname for her. Okay. So I'm Tend...

"Open you eyes, little sis," the voice said. "I've got something to show you."

Tenderheart's eyelids finally fluttered open. She had collapsed, sprawled, her body hanging off the edge of Twilight Sparkle's bed, her sweat mane stringer and slick with sweat. Her coat was still shivering from aftershocks of pleasure, her thighs felt as if she'd been dipped in oil. Redheart was making long sensual licks of her cheek and her eye had a wicked hungry gleam.

"Ever seen the siphon procedure?" she grinned. The devilish grin on her sister's normally innocent face was just as arousing and she felt an answering tingle. She couldn't help catching her breath as she realized what Redheart was suggesting.

"No," Tenderheart croaked in reply. She coughed, clearing her throat, trying to ignore the lassitude or the aftershocks of pleasure that ran the length of her limbs. She turned to see the unicorn's head so close to her own, the magnificent alicorn protruding from the little mare's head. She had to stifle a whimper as desire began to flow back into her. Her limbs felt so heavy, left rear hoof still twitching slightly.

"Watch and learn, sister dear," she said, still standing over the collapsed mare. She leaned forward and deliberately ran her lips lightly over Twilight's horn.

"Red, are you sure-" Tenderheart began, before the last vestiges of will fled before the desire that was building within her once again.

"Oh," Redheart replied, nibbling gently along the underside of the spiraling shaft. "I'm sure she'll think of some way to thank us. Now," she said in a mock-severe tone, "observe."

Redheart ran her tongue up one side and down the other, pausing at the tip every so often to swirl her tongue around the tip. The Younger mare was amazed; who would have thought her sister would know so much about alicorn siphoning, and in such a practical way? Twilight shifted and moaned.

"Oh, buck!" Tenderheart exclaimed, concerned. "Is she awake?" she wondered, half in trepidation, half in anticipation.

"No," Redheart murmured around the horn. "Sometimes they react during the siphon," she paused to swirl her tongue at the tip once more, "but most don't wake until enough magic has been siphoned out." She grinned as she nipped the base of the alicorn. "And Twilight is very powerful." Tenderheart smiled at the thought.

Redheart then took the horn in her mouth and inched down, swirling her tongue around the stiff ridges as she took more and more into her mouth. The young nurse watched with glazed, wide eyes, her breath getting shorter. She could feel the moisture seeping from her marehood's folds as desire filled her. Redheart then raised her head, letting the alicorn slide out until she held only the tip in her mouth, all the while running her tongue around and around. Tenderheart stumbled to her hooves to get a better look, thinking how shockingly erotic a medical procedure seemed.

Sweat beaded on Twilight's forehead and she groaned again. The eldest Heart began to bob her head, the thick shaft sliding easily between her wet lips. In moments, Tenderheart could see a faint glow to the saliva that was sliding down onto the mare's forehead as her sister continued to suck ardently on the horn. There was an intense expression on the unicorn's face and when Redheart took the alicorn from her mouth, the expression eased. The tip glowed, trickles of the thick, glowing magical substance was dripping from the tip and . The earth pony tossed her head with a soft nicker, licked her lips and smiled.

"Oh, she's so tasty!" The older nurse giggled, then glanced slyly at Tenderheart. "Wanna try?" The look on the young mare's face was all the answer she needed to give, as she approached tentatively.

"I... I've never..." She blushed at her halting admission.

"Siphoned before?" Tenderheart shook her head. "Lips and tongue," the head nurse instructed. "No teeth until you know how much pressure you can use; horns can be a bit temperamental and may chip if you bite down too hard. Take the tip in your mouth."

The blue mare obeyed, sliding Twilight's long shaft into her mouth. She marveled at the feel of it, smooth and ridged. She swirled her tongue around it as she'd seen her sister do and felt a small spurt of something gooey erupt onto her tongue. She snorted with arousal, pleasure bursting on her palate as the magic dissipated, teasing her nerves, followed by a sudden gush from her core. Her eyes fluttered closed. She just had to have more!

"Try to relax your jaw and breathe through your nose," Redheart said as if reading her mind. "Don't take too much; you're inexperienced and..." Redhearts mouth gaped as Tenderheart enthusiastically put both forehooves on the bed and thrust herself down the shaft until her lips touched the base, her eyes screwed tight with pleasure. The young mare bobbed her head up and down the unicorn's rigid horn in a frenzy, sucking as hard as she dared. The pained expression returned to Twilight's face and the unicorn moaned loudly. The young earth pony frantically swallowing the pre-alicorn, her throat working as soon as the tip spurted, her coat shivering with delight. She could feel her folds winking as it throbbed, dripping from the intensity of having an almost pure form of magic dribbling across her tongue. Twilight's scent mixed with the sharp odor of alicorn and the mares' arousal was a heady, intoxicating blend. Her inner muscles clenched rhythmically along with her siphoning.

Unable to stop herself, Redheart thrust her muzzle hard against Tenderheart's marehood, her long tongue thrusting into its slick, wet, grasping depths. The blue earth pony whinnied loadly as she felt the long thick tongue invading her and she pushed her haunches back, welcoming the thick organ. Both nurses groaned with desperate passion, each working with increasingly frantic movements. Tenderheart breathed heavily through her nose with small mewling sounds when her sister's skilled tongue unleashed more mare moisture from her core. Her groans became more and more guttural until Redheart suddenly pulled back, put her tongue against the small protruding nodule at the head of Tenderheart's marehead and fluttered.

Tenderheart froze at the sensation of having her most private place so effectively and efficiently stimulated and with a querulous cry, her pleasure washed over her, her flanks bucking and twisting even as she continued to suck on the long alicorn.

Twilight Sparkle was moaning continuously now, right alongside the impassioned earth ponies and Redheart saw the telltale shivers along the unconscious unicorn's coat.

"Quick, Tend, off!" The younger nurse slide the alicorn out of her mouth and Redheart wrapped both her hooves around the long shaft and began to pump quickly.

Sweetheart had been awoken by the commotion upstairs and had jumped up to investigate, thinking the unicorn mare had woken up on her own. Spontaneous recovery was very common, although in Twilight Sparkle's case, unlikely due to the strength of the spell. When she had opened the door, she had immediately noticed the smell of discharged alicorn and the strangely arousing sounds of from the loft. But when her eyes had been drawn to the bed, she had frozen in shock at what she was seeing. Her eldest sister, a mare of impeccable poise and taste, her hooves wrapped firmly around the patient's alicorn, pumping it furiously, her other sister, fallen on her haunch, staring with glazed eyes and a goofy smile on her face. Her mind could not even comprehend what was happening but with only one response.

"What the hay?!?!?" she screamed at as Twilight gave a gutteral growl. Alicorn erupted from Twilight's horn in a straight, steady pulse splashing in her mouth, against her face and chest, in her mane. Redheart, heedless with accomplishment and ignorant of her sister's intrusion, continued to pump, the alicorn still spurting from the tip of the unicorn's horn, the small librarian's body quivering as the magically laced goop continued to erupt. The arc, the thickness, the smell of the alicorn was incredible, the amount, impossible.

Tenderheart had turned around at the scream of horror in time to see Sweetheart be practically hosed by the alicorn... all that yummy, nummy alicorn... on her sister's face...

Sweetheart, to her own horror, swayed, her eyes clouding as the pleasure of the magic tingling all over her coat began to overpower her with alicorn driven need. She gasped in surprise as the magic dissipated in her mouth. As the flow of alicorn ebbed, Sweetheart fell heavily to her knees, panting, her eyes dilated from the alicorn.

"Sis.... Tend... what?" was all she managed to get out before being pinned by two pairs of half-lidded, lust crazed mares. In her mind, a small voice screamed about how wrong this would be, but was silenced when she was tackled by Redheart and Tenderheart. Their tongues were everywhere, on her throat, her chest, even her fetlocks and wow did it ever feel good! All coherent thought departed under the oral assault. Her pleasure spiked as Tenderheart kissed her roughly, her sister's tongue probing her lips for access. The blue mare's hooves were everywhere, kneading and stroking. Redheart had wrapped her forelegs tightly around her dock, pulling her roughly against her lapping tongue as it slathered methodically up and down her unfolding marehood. To her shame and pleasure, Sweetheart opened her mouth, accepting, encouraging her younger sister to plunder her tongue with an embarrassingly feverish groan. The mares moaned as their tongues danced. Redheart, not to be outdone, thrust her tongue into Sweetheart's core, licking and plunging furiously, her forehooves pushing her legs even wider. Sweetheart could not believe how quickly she was being driven to orgasm, and by her own sisters-

The thought was left unfinished as the pleasure overwhelmed her.

Sweetheart screamed as her orgasm hit, wrapping her forelegs around her younger sister, hugging her close, her coat trembling. Red's tongue continued its assault, driving her from climax to climax, each more and more intense. The pink pony thought her heart was going to burst. Her arms dropped limply from her sister's shoulders, who was nipping at her pinned ears and she stared down at the pink mane between her hocks. Their sapphire eyes locked and she tried to plead with her expressive orbs for mercy. Redheart's smirking response was a promise that triggered another orgasm by itself. She cried out, hoarse and plaintive, her hind legs kicking and swaying with each peak, her forehooves moving listlessly, unsure of whether she should be grasping the pink maned head between her legs or the blue mare stroking her flanks and rubbing her cutie mark. Her remaining strength left her and she fell back as Redheart relented and looked up at her sister, her muzzle liberally covered with the mare's juices. The white and blue mare wriggled close, sandwiching the gasping nurse, her coat shivering with post-orgasmic aftershocks, her hind legs twitching, her eyes rolling as her mind tried to resurface from the ebbing swell of pleasure.

"Red,... Tend,..." was all the mare could say between gasps. Sweetheart couldn't believe what had just happened. Her own sisters had just driven her to an orgasmic height that she'd never achieved before with anypony. What could have possibly possessed her sisters both accomplished and professional nurses to suddenly assault their patient.... assault her? Her heart was still beating a rapid staccato when Tenderheart wiped something from he ear. Before she could focus or move, the younger mare thrust her hoof into her gasping mouth.

An intense, velvety bliss washed over her, and she felt her core gush a little at the feeling as the gob of alicorn dissipated on her tongue, her eyelash extensions fluttering as she fought to keep them open.

Red exchanged a wicked smile with her light blue sister, then rolled onto her back.

"Sweeeeeeet," she whinnied softly, "I need someone to help me," she trailed a hoof down her stomach to her core, "here." The white streaked lavendar maned pony's eyes followed the hoof hungrily, her mouth open and panting. The white pony's marehood was slick, dripping with sticky, translucent marecum. Sweetheart couldn't look away from the soft, pink, inviting folds...

And she could never say no to her sister.

Author's Note

Wow, first clopfic chapter ever is complete. What did you think? Comments and suggestions welcome!

Twilight Sparkle hasn't even woken up yet, but is already having an effect. Will the next day for the Hearts be awkweird or will they embrace their new found closeness?

Will Twilight Sparkle wake up, having had so much alicorn siphoned from her?

Applejack is planning to visit, what will happen if she runs into the Hearts?

Spike is sending a missive to Canterlot, what will be the response?

And just what was the reagent that Twilight used?

Only fourteen more days to Hearts and Hooves Day! Can Equestria survive the oncoming onslaught? Find out more in the next chapter!

Afternoon Sparkle

Luna startled awake as a scroll popped into being just beside her head and fell on her pillow. Her horn shone with dark purple swirls as she caught the runaway scroll before it rolled completely off the bed. Who could be sending scrolls and in the middle of the day? All ponies in Equestria knew she was Luna, the Moon Princess, Guardian in the Night, and that she reposed while her sister raised and lowered the sun. She was surprised to see her sister's seal holding a magical privacy ribbon. She opened the scroll.

"Oh no!" It was clearly her sister's familiar, flowing script. Twilight Sparkle had suffered a magical backlash, it read, while performing a powerful spell, and was unconscious. Her sister's pet student was quarantined in the Golden Oaks Library. Celestia was going to launch an investigation and requested her presence at the Aurora Atrium for conference.

Princess Luna had a mixed relationship with the diminutive unicorn, to say the least.

As the Guardian of the Moon, Luna had studied long and hard for the good of Equestria, but when the ponies had shunned... no, slept... during her time, she had felt so unappreciated. What nopony besides family knew was her true title, Mistress of the Dark. She was more feared than loved, she lamented, because she was privy to the darkness inherent in all ponies. Her province was in dreams and desires, the much maligned mercurial nature of the moon. Celestia embodied the searing honesty of the sun, bringing life to all. Her own role was much murkier. What the Sun grew, the Moon nurtured. What was raised in the light, rested in the night. And what passions were hidden from the Sun, the Moon soothed or sated them. Those were concepts most ponies did not understand, and what they did not understand, they feared.

Luna's passionate character, easily aroused self-consciousness and desire to please made life difficult without careful and deliberate perspectives of memories. That she had been studying the most extreme and darkest forms of magic at the time had probably influenced her towards anger rather than forgiveness. In her grief, she had convinced herself that with enough exposure to the power of the moon, the ponies would come to appreciate its beauty and magic. She had forgotten the role of the Moon in the larger scheme. Her pride had prevented her from acceding to her sister's pleas to allow the return of the sun, for both would tear Equestria apart. They had fought, she had been imprisoned, and the two sisters had lost their bond with the Elements of Harmony along with their filial innocence. The Elements had passed on to none other than the self same Twilight Sparkle and her friends.

The Elements had been created when they were still young. The two sisters had snuck into and defeated the ruler of the Crystal Empire. Celestia and Luna had barely managed to banish the power crazed unicorn King Sombre but their elation of victory had been short lived. Magically exhausted, they were unable to prevent the rule of Discord. While the two Princesses recuperated with the help of a friend, they resolved to never let themselves wane again if such a threat were to be found once again. After many trials, the two sisters combined their magic and created the penultimate relic of power that could only be used with the best intentions, and tied them to virtues of the heart. The Elements were not designed to kill, but to give the good in anypony a chance at redemption. Armed with such power, they turned Discord to stone.

Celestia had known her spell would last only one thousand Summer Sun Celebrations and had planned for Luna's return accordingly. She had quietly and carefully delineated a separation between Nightmare Moon and Luna, all the while searching for somepony with the purity of heart to wield the Elements. She had seen the potentials of her subjects and had directed a few towards the one town that was closest to Canterlot. While it irked her to no end that her plans had been so transparent to the older mare, Luna felt an instinctive burst of affection that she was still at the forefront of her sister's thoughts. And so, Twilight Sparkle and her friends had stopped Nightmare Moon and allowed the return of Princess Luna, who sorely missed her sister, and Celestia's carefully orchestrated reunification event allowed for the least loss of pride for all.

During the first Nightmare Night after her return, Luna felt that since it was her night, that she should visit her subjects as they traipsed from abode to abode in a confection fueled masquerade. What she hadn't realized was that the holiday had been originally held out of superstitious fear of her battle ego, but after such a long period of time, had simply become a celebratory event. When Luna had heard the shrieks of the children, she had not recognized the delight that had underscored their cries. That same self mare had taught her the idea of... trusting... her subjects instead of dictating. After a millennium of her sister's lackadaisical rule, most of Equestria was nearly autonomous and self governing. It was a chaotic state of affairs that worked for the lightly populated towns. The larger cities required greater presence, and this, Canterlot could afford.

What Luna didn't want to think about was the jealousy that Twilight Sparkle inspired in her. She feared to admit to a natural competitive reaction for Celestia's affections. She was the little sister! The Moon to Celestia's Sun, ever revolving about each other in an indisputable and irrefutable cosmic ballet. Celestia was hers, as she was Celestia's. Yet this upstart little unicorn had captured the attention of the Sun Princess, leaving the Moon Princess lost and perplexed. With her haplessly adorable wiles and her endearing obsessive compulsive habits! If it wasn't for her cute snub-muzzle and sleek, well-groomed mane... Luna snorted in annoyance.

Enough wool-gathering. Celestia had requested her presence a little prior to sundown to discuss the matter. Luna sighed. She knew that little Twilight Sparkle was the lynch pin, the foundation of a plan that had been laid over a millennium past. Again the Sun would shine and the Moon could but only follow and reflect the fiery glory.

~ o0o ~

It felt like waking up in the middle of a whirlpool, an infinity of disorientation. Each time a thought presented itself, it was whisked away by the maelstrom. Nothing seemed to stick. Nothing seemed to make sense. There was no feeling of euphoria or elation, an absence of up or down. At its core was a deep, dark weariness.

She could hear noises, but they seemed to be far, far away. Distance was measured by the pulse of the earth, time in cosmic thimbles. She felt an odd sensation of rising out of those murky depths, or being released into a bright aura, born into someone.

Sounds were warbling in and out, alighting on the plain of her consciousness and immediately forgotten. Sounds became words, aura became light. She was unable to understand because she couldn't remember it in time. At times the sound marred the smooth swirling motion of her mind. The waters were receding and her illumination awoke.

"... -king up!"

"...-h my! We'd bet-..."

"...-our name? What's-..."

She squinted her violet eyes, blinking against the bright sunlight streaming in and warming her coat.

"..-hat's your name?"

Name... what did that mean, a name? What was in a name? Name, name name.... The whirlpool in her head was losing force and a sudden inspiration stuck her.

"Twilight.... uh... Sparkle..."

"We need to send for Doctor MacHoovey."

"What day is today?" It took Twilight a moment to realize that last was directed at her.

"Um,..." she thought hard for a moment, the words hard to grasp and bring to the surface of her consciousness. "Hooves... day?"

"We can't, it's Windigoday, he'll be half way to Fillydelphia by now for his other practice." As her eyes rolled and she tried to force them open, tearing at the brightness of the room, she could hear a frantic, whispered conversation, too low to hear. Windigoday? how could it be Windigoday? There was the clatter of hooves and the light suddenly dimmed. She could see a blurred figure standing by the window, having drawn the curtains. When she was in the archive, it was Hoovesday. It was at that point that Twilight suddenly realized that she was in bed and not in the archive. What had she doing in the arch- oh... right.

The mattress dipped as a light blue earth pony sat beside her and gently drew a hoof below the unicorn's eye, wiping away sun drenched tears.

"It's alright. It's okay, you're okay," the nurse said. She knew this pony.... Tenderheart, a recent graduate from the nurse academy, just a little older than herself. The young pony continued to stroke her face and mane. It was a soothing gesture that lulled her towards sleep and threatened to send her back to oblivion. She sighed, enjoying the rhythmic feeling before her eyes snapped open, suddenly realizing just how familiar the touch was.

She tried to push herself to a sitting position. Hooves slipped under her arms, helping her up and back, onto a fluffed pillow that leaned against the headboard. It was more than one pillow. She suddenly realized she was seeing three of the Heart sisters. Sweetheart leaned against the headboard, having assisted her in sitting. Tenderheart was sitting close on the other side, a light pink flush on her cheeks, a dancing light in her pink eyes. Things were adding up quickly in her head, but there seemed to be something else going on that she wasn't quite able to grasp.

"Um..." she ducked her head sheepishly. "Backlash?"

"That's right, Twilight," Redheart said, stepping closer. "How are you feeling?"

"I don't know... Tired?" Twilight thought about it for a moment, bringing a hoof to her mouth. "And my head... heavy." The white earth pony sidled closer as Tenderheart put a forehoof on her forehead, just under her horn. A slight brush on her horn caused a frisson of a strange sensation to ripple through her. Twilight gasped.

"Oh, I'm sorry!" Tenderheart was immediately contrite. "Did that hurt?"

"No... no, I-" Twilight wasn't sure. It wasn't pain, not exactly, but it was intense. "It wasn't painful, just... I don't know how to describe it," she finished lamely.

Redheart nodded to Sweetheart and the pink freckled earth pony left the loft. Twilight could hear the mare trot out of her room.

"Hungry?" The eldest Heart sister asked. As if in response, Twilight's stomach growled loudly. The unicorn covered her stomach with her forehooves, blushing with embarrassment, while the two nurses smiling indulgently. "I'll take that as a yes. Nurse Tenderheart will take your vitals while Sweetheart helps get everything ready." Tenderheart scooted even closer.

"Let's start with your tongue," she said a little breathlessly. Twilight opened her mouth and stuck out her tongue. Tenderheart held her jaw with a hoof and tilted her head back and forth as she checked inside. "Say ah."

"Ah?" Twilight said. The light blue pony nodded. Tenderheart's chest rose and fell in a fascinating flutter, her cheeks still dusted by a pretty blush. She had a cute, dainty way about her that was different from the no nonsense Redheart or the gruff athletic beauty of Sweetheart. Wait... cute?

"What do you know about backlash?" It took the confused unicorn a moment to realize the head nurse was speaking to her.

"Um, well, only what I read in The Magical Compendium of Unicorn Maladies, but it was the old fifth revision,... and what I was taught at The School..." Redheart smiled encouragingly and twilight continued. "When a spell fails the magic can return to the source and can interfere with the magic leaving a unicorn's alicorn, causing a disturbance which disrupts the flow, and like two streams of water, the magic can cause a condition known as backlash..." Twilight realized she was rambling as she was want to do and stopped speaking. "But you already know all that," she ended sheepishly.

"Very good," cooed Redheart. "And what is the emergency procedure currently available to the medical profession?"

"S-siphoning," Twilight mumbled, once again embarrassed.

"And what is Siphoning?" The white coated nurse stepped closer. Do we need to talk about this? Twilight wondered. While perfectly natural, Siphoning was too close to masturbation for polite conversation, especially amongst unicorns.

"Siphoning is the... manual manipulation... of the horn..." her blush intensified, and she dropped her gaze to the bed sheets along with her voice. A clatter of hooves announced Sweetheart's return, but Twilight couldn't bear to raise her eyes.

"And... what is the purpose of Siphoning?" Redheart's gentle voice took on a seductive quality but the small purple mare didn't notice, mired as she was in her awkward dilemma.

Twilight mumbled softly, her cheeks glowing a bright rosy hue, her head ducked down. Somepony sat down, opposite of Tenderheart.

"I'm sorry, honey, we couldn't hear you," Sweetheart murmured in her ear and Twilight gave an involuntary twitch.

"T-t-to induce the d-d-discharge of the magical s-substance a u-u-unicorn's horn is m-made of," she stammered. The two nurses bent down and passed something under her bed as Redheart sat beside her.

"And what happens during Siphoning?" The white mare lifted Twilight's chin and stared at her with lovely lavender eyes.

"A-a-alicorn ejaculation?" Twilight stuttered in a whisper. Redheart cupped her cheek with a forehoof.

"There, that wasn't so bad, was it?" Redheart sat back. "Now, we've had to perform an emergency procedure last night and you said your head still feels heavy?" Twilight nodded. The other two nurses passed another clinking object under her bed, near the footboard. The white earth pony continued, "that means that you probably need another session. But this time, you're awake, so we'll need to take some precautions."

"Precautions?"

"Yes, for the safety of the patient and the specialist performing the Siphoning. Now," Redheart smiled, "spread out your forehooves." Twilight hesitated, then stretched her forelegs across the headboard.

"Like this?"

"Yes, perfect." Redheart glanced at her sisters. "Are we ready?"

"Ready," Sweetheart replied as the pink and blue earth ponies suddenly seized Twilight's forehooves and tightened soft bindings around her elbows. Twilight instinctively pulled away.

"Hey! What are you doing?" she asked, beginning to worry. There was something strange going on with the three sisters!

Redheart stroked her forelock and her eyes automatically drooped with the soothing gesture.

"Shhhh," the white mare hushed her, "don't worry, honey, this is just so when you ejaculate, you don't accidentally kick one of us. And I can tell it will be especially powerful." Twilight looked into those smokey lavender eyes and felt herself responding in a strange way. Her breath became short. "Trust us," Redheart crooned. Twilight nodded uncertainly and sat back, propped in a sitting position. Sweetheart and Tenderheart secured her hind legs with a special harness that secured her hocks, holding her spreadeagled.

"I didn't, um," Twilight babbled, completely flustered at the position in which she was being restrained, "realize how, uh, this position, it's kinda, oh..." She was painfully aware of how... exposed she must look.

"Alright, girls," Redheart said, her own cheeks dusted pink at the delectable mare before them. "Let's show Miss Sparkle how we Heart's roll, hmmm?"

The white mare straddled Twilight's barrel and each of the other nurses took position on either side.

"Wait!" Twilight had a moment of panic. "I, um, I've never- oh, Celestia!"

As Redheart lowered her lips slowly towards the horn, the little unicorn thought she could smell a hint of musk coming from the nurse's nether parts, a woody, tangy smell that brought a rush of feeling that she recognized as arousal. The small librarian squeaked as the mares moved closer, hemming her in. She'd read about filly fooling before but she'd never really been intrigued past academic interest, but the scent of the white mare as an intoxicating aroma that sent a shock through to her very core. Twilight whimpered in an unfamiliar combination of desire, embarrassment and trepidation when suddenly her horn tingled. Three very wet, very firm tongues traveled simultaneously from the base of Twilight's horn to the tip, tracing wet slurping trails across the spiraling ridges.

The purple unicorn gurgled, her hips twitching. The pleasure that shot from her horn to her marehood was an epiphany of sensation. Her muscles contracted and heaved as the intense feeling roared through her young body. It was like nothing she'd ever experienced before. Tenderheart and Sweetheart began to lick up and down her smooth, ridged alicorn while Redheart flicked her tongue in a frenzy at the tip. Twilight cried out as a wash of ecstasy threatened to drown her consciousness and she could feel a tightness welling up at the base of the horn, reminding her of the spell she was trying to complete in the archive. At the time, she'd only used her own hoof. This felt a thousand, no, a million times better.

Oh Celestia, oh Celestia, oh Celestia, her overheated mind chanted. When Redheart sucked firmly at the tip, lathing the underside of the horn with her tongue, Twilight gave a long, quavering, plaintive cry. The white earth pony moaned in response as a thick gob of alicorn spurted into her mouth and squatted lower; the unicorn could feel the heat of Redheart's sex hovering over her, felt moisture dripping from it onto her coat. The other two mares had each seized one of her elbows and were trying to force Twilight's well manicured (thanks to Rarity, Fluttershy and their frequent hooficures) hooves into their marehoods. Their slick lust was drenching her fetlocks, and her hooves moved as if on their own accord, stroking and kneading the wet, soft folds. Moans filled the shelf lined room.

Redheart couldn't stand teasing herself anymore and thrust herself roughly against Twilight's chest, whinnying as the ecstasy built inside her. Her marehood was lubricating heavily and she was leaving a squishy, sticky, matted mess all over the little unicorn's chest. The little librarian didn't seem to mind; her purple eyes were crossed with pleasure, her tongue lolling out of her gasping mouth. Soft mewling cries were being coaxed from her dainty lips.

Redheart relinquished her hold as a second pulsating gob filled her mouth and she groaned at the sensation of the magical dissipation. Tenderheart immediately glomped on with her lips, eagerly sucking and tonguing the tip. Sweetheart continued to nip up and down Twilight's faintly glowing horn. The purple unicorn moaned as more alicorn spurted into Tenderheart's mouth. The alicorn dissipating in her mouth pushed her over the edge. Grinding furiously on Twilight's hoof, she screamed, the horn muffling her cries. She thrust in time with her pulsing marehood, her passion squirting past the hoof firmly embedded inside her. Twilight gave a squeal from the vibration and another thick gob of alicorn pulsed into the light blue mouth, sending the lust crazed mare into a higher orgasmic release.

Twilight could feel her marehood lubricating all down her rear and onto increasingly slick sheets. Her folds throbbed with desire. She could feel her muscles palpitating, as if waiting for something. There was a deep emptiness that desired to be filled and Twilight whimpered as the light blue nurse finally slid sidewise, her lips releasing the horn with a wet popping sound. Redheart had the presence of mid to grab hold of her younger sister before the mare had flopped off the bed as she continued to rub her groin on Twilight's chest, and draped the young, pleasure addled mare over the headboard.

Wasting no time, Sweetheart wrapped her lips around the unattended horn and began bobbing her head feverishly. Alicorn was continuously dribbling from Twilight's hard shaft and Sweetheart's eyes rolled up, her eyelids fluttering as the magical substance coated her mouth. She took the alicorn into her mouth, her lips touching the base, her tongue busy. Twilight made a high pitched whinny, her body writhing and twisting each time the freckled pink mare took her entire horn down her throat.

Redheart couldn't take it any longer. She turned herself around, her tail lifted high in arousal and presented her marehood to the moaning unicorn.

Twilight, in trance, stared at the wet, dripping core before her. She had never had any prior sexual experience, and here she was being sexed by three beautiful nurses, who were still wearing their little white caps. She had never really had much interest in fillies, but judging from her reaction, perhaps she was wrong. Her mouth salivated at the sight of Redheart's engorged folds and the pulsating puckered dark spot above it. She could feel the white mare's breath hot on her thigh and it was driving her mad with desire, her hooves curling, raising her hips upward as the nurse blew teasingly over the small nodule at the head of her soft delicate flower. Not waiting for assent, Redheart thrust her marehood down onto Twilight's muzzle, spattering some translucent marecum on the little librarian's nose. Twilight moaned and, although inexperienced, immediately and enthusiastically licked from crown to hoof of the wet slit presented to her. Redheart wrapped her forehooves around Twilight's thighs, wrapped her lips around the small nob, groaning in ecstasy. Twilight gave a high pitched whine as fluids spurted from her own vagina.

A glowing mixture of saliva and alicorn was dripping onto Twilight's forelocks. Sweetheart continued to bob up and down the horn with wild abandon, sucking and tonguing. Redheart rode Twilight's snaking tongue, screaming her muffled approval into Twilight's core. There was no thought. Only a blinding swirl of pleasure that rose higher and higher. The Sweetheart couldn't tell one orgasm from another, the potent alicorn spurting almost continuously.

Redheart's entire body quivered. Spurt after spurt marecum splattered all over Twilight's face, the white mare's hips twitching uncontrollable, the nurse's tongue lathing on her. The glow from the horn began to pulsate a bright green. Tenderheart, who was recovered from her post orgasmic bliss, roughly pulled Sweetheart off the horn, spat onto both her forehooves and began to pump the full length of the horn. Twilight's eyes which had been shut from Redheart's spurting marehood suddenly snapped open. Bright green light shone from her eyes and her horn pulsed, the magic strobing faster and brighter with each of the blue pony's strokes until it was nearly blinding. The glow began to envelope the purple unicorn, light streaming from every inch of skin. Even her marehood was glowing. The massive green aura rose to a blinding incandescence. Twilight drew in a deep hissing breath and held it, her entire body vibrating with tension. The glow suddenly contracted to a tiny pinpoint that hovered over the rigid unicorn's clitoris.

Twilight screamed loud and long, a protracted groan that seemed to go on and on. The bright point of light exploded in a ball of green electrified aura, magic whipping air into a hurricane force that made the Hearts' coats tingle with pleasure. Light poured out of Twilight's marehood, coalescing around her clitoris. Alicorn spurted from the horn in a thick steady stream all over the orgasmic Redheart's back, mane, dock and rump. The white mare's shrill cry was impossibly loud, the magic dissipating all over her. The flow spattered Tenderheart in the face, spraying thick gooey alicorn. The blue mare fell back, her body convulsing as her body was covered with the magical substance. Gobs fell all over Twilight's face and chest. Sweetheart lunged to wrap her mouth around the tip and gave a fervent groan as the alicorn filled her mouth. She swallowed furiously, her insides dancing with the pleasure coursing down her throat. Sweetheart's eyes rolled up into her head and she fainted, collapsing over Twilight's body, pushing her twitching sister askew. The remaining green magic coalesced into a shape between Twilight's legs and winked out.

For several minutes, she panted, the world refocusing as she surfaced from the haze of pleasure. Twilight lay back on her bed's headboard in a stupor. All she could feel was an odd sort of emptiness; her body was satiated but her heart was another matter. Sweetheart's pink rump was all she could see, the freckled nurse having fallen over her chest. Tenderheart had tumbled off the bed and lay gasping on her side against the cool wood floor, her coat shivering as aftershocks lingered. Somepony was sprawled across her thighs, who stretched, arching her back and driving an elbow downwards.

"Gahhhh!" Pain exploded from between her legs and she convulsed, her legs still restrained. The three earth ponies started at her sudden cry, their coats still coated with Twilight's incredibly sticky and potent alicorn. Redheart scrambled off the bed in a clatter. She had a long stringy glob matting her pink mane and dribbling off her muzzle.

"I'm so sorry," she cried in concern, "Are you-" The white mare stopped in mid sentence, her eyes widening and her ears laying flat in shock. The other Heart sisters raised their heads to peer at the suddenly silent nurse both doing double-takes as they spied what their eldest sister had fixated on.

"Is that... what i think it is?" Sweetheart finally said.

"I gotta get a better look!" Tenderheart scrambled to her hooves and stood beside Redheart, who continued to stare, open mouthed. Sweetheart did the same, and the three sisters stood side by side, just.... staring. Finally no longer blocking her vision, Twilight raised her head.

"What?" she asked the three nurses. "What is it?" Sweetheart simply pointed between Twilight's legs.

She looked down and gasped.

"How- what?" she stammered. Between her legs hung a stallion's... organ, yes the word was organ! A pink and purple mottle length nestled where her marehood was supposed to be. It was long, soft and thick. The head was sharply tapered to a point and the glistening length was as thick has her foreleg and just as long. Twilight's mind reeled. What was going on? It had to be magic! The last spell she had been working on... the spell!

Twilight had, of course seen medical texts on pony biology and she wasn't some filly that had just been foaled yesterday But she had never thought that the first erection she'd ever see.... was her own! Her head felt hot and she wondered if she was going to faint.

Redheart's mouth snapped shut so quickly that her teeth clicked and she stepped closer and peered at the sudden, impossible appearance of the soft member between Twilight's purple hind legs.

"It can't be contamination," she said in a querulous voice. "MacHoovey did a very thorough scan!" Tenderheart knelt her forehooves on the bed, taking a good long look.

"Look," she said brightly, "there's her marehood, just underneath!"

"Wow, you're right!" Sweetheart exclaimed. The three sisters suddenly had identical hungry grins.

Her head felt heavy, like the time she'd made fairly powerful spells, but there was something.... more, and the looks the mares were giving her, instead of disgusting or frightening her, was intriguing. Abruptly, she could feel a strange sensation from her private place. The soft moist length was beginning to grow as the mares continued to stare avidly.

"Why do I have a-a-a stallion's.... thing!" Twilight squeaked. Her world had just skewed. "There? What is it doing?!"

"Does it work?" Tenderheart said aloud, voicing the same thought the three Nurses were wondering.

"Only one way to find out," Redheart grinned. Her two sisters returned it with equal lasciviousness.

"Wait, what?" Twilight gaped, her mind racing. "Can I get something to eat? I'm starving!"

"Oh, you will," the pink earth pony winked.

"You first, big sis," Tenderheart generously offered.

"No! No, no, no, no,no!" Twilight thrashed in panic. She concentrated and a magenta glow formed around her horn.

"Was MacHoovey ever this big?" Sweetheart smirked as Redheart reached out and eager hoof. The moment she touched the stallionhood between Twilight's flanks, there was a brief green flash around the desperate unicorn's horn and the magenta glow winked out.

Twilight drew in a shuddering breath as Redheart's hoof gently fondled the hardening member. The poor little librarian's mind reeled. Not only had she just had her first orgasm, it seemed the her first experience with a penis was going to be her own! She attempted to raise her magic but the sensations now flooding her loins were so exquisitely distracting she couldn't raise even the faintest glow. It was as if pleasure was pooling down between her hocks in a way that made her want to squirm. It was a strange feeling of not quite pain, not quite pleasure but she instinctive twisted. Sweetheart spat a large god of saliva onto the growing protuberance adding lubrication and Redheart began to pump the turgid length with both forehooves.

"Oh, Celestia," Sweetheart breathed, "it's getting even bigger!"

"No!" Twilight gasped, distressed. "No it's not!"

An then her thoughts were interrupted as the three earth ponies jumped on top of her, her turgid shaft bobbing above the length of her belly.

"Wait!" was all she could get out before one set of lips closed on her alicorn, another landed on her own lips and a third on the great big thing between her legs.

~ o0o ~

The Changeling Queen wanted to cry.

She sat on her granite throne, a deep dark hall that stood at the pinnacle of a spire that towered over a dark subterranean mountain range. Even at five thousand feet above the Hive, she could feel the prevalent uneasiness of her subjects.

Tartarus had been her home for so long, yet she knew she wouldn’t miss the unforgiving crags, the monstrosities that roamed the desolate rocky plains, the hidden deadfalls and the screams of souls being expiated by her minions.

Minions who had been starving prior to their attempted invasion of Equestria. It had been a last ditch, desperate gambit that had completely fallen apart. She suspected that they had spent much too long absorbing the aggressive emotions of the Dragons and Griffons. What had they been thinking, when they had decided to assault the most powerful nation in existence, even if it was populated by diminutive, vegetarian ponies?

That's what we get for spending too much time with dragons, Chrysalis mused. She was feeling contemplative. How had it come to this?

It was she who had chosen to take on the mantle that now weighed heavily on her. As Guardian of Tartarus, she held many, many secrets and it was because of her sacrifice all those centuries ago that the two sister monarchs had been able to defeat Discord.

Celestia used to visit in the early years, but eventually, their responsibilities made it near impossible to see each other. The tedium and the stress of dealing with all the souls of the deceased had required Chrysalis to lend some of her power and authority to her friends, meting out the punishment of the damned in her name. Celestia hadn’t liked that but what was she to do? With the pony population growing ever larger under the sisters’ rule, the sheer volume demanded not only the Furies, but the creation of the Hive.

Celestia had been worried for her, saying that making the minions out of her personal loneliness would lead to no good, that it would change her. How could the Sun understand the Shadow? She was surrounded by lush vegetation, and a thriving community. Chrysalis was surrounded by the Stygian wastes, sulfur, brimstone and the screams of the damned. Celestia had even helped her with the Elysium Fields, but once the project was compelted, her attention was diverted elsewhere and the loneliness returned. They had argued long and often; in the end, Celestia stopped visiting after the first Changelings had been created.

Of course, the Solar Princess had been right. Chrysalis changed over the years. She grew fangs, her legs taking on a chitinous quality. Her once proud wings had adapted to the toxic fumes that surrounded the afterlife. As the number of her subjects grew, the Hive mind evolved into the near constant din in the back of her consciousness. And without Celestia, they were family now, and she was their mother. With nothing to eat, they fed on the emotions of others. But even so, it wasn’t the right food. They needed more.

Her children needed love.

She must have been mad to think they could succeed, although they nearly had. It had been a long laid strategy, and true to her calling she had taken the most dangerous aspect of the plan unto herself. Her Princelings had pleaded long and hard but could not argue the fact that if her Equestrian counterparts suspected the doppelganger switch that was the core of their strategy, she was the most able to weather that storm.

On the heels of their defeat, Princess Cadance and her consort had arrived as peace envoys to Tartarus, where the Changeling hive lay. In the past, Celestia would have arrived without fanfare in her golden chariot, drawn by a few of her personal Guard, but that time was long past. Cadance knew that the Chrysalis was beaten; her children were too weak and scattered to be a substantial threat. SHe had gently, but firmly required a treaty to solidify the role to which the Changlings had fulfilled and would continue fulfilling. With the terms of peace settled, Princess Cadance, bolstered by her love Shining Armour, had fed the nation. It was a humiliating boon to sustained her children by the love that had defeated them. That all changed when the Alicorn of Love had been withdrawn and sent north to the frozen wastes to deal with the sudden reappearance of the Crystal Empire. Cadance was now installed and crowned as the Crystal Princess and would not be returning, much to the regret of Equestria and dismay of the Hive. The fount of emotion she had left behind had finally dwindled to nothing leaving Chrysalis frantically scrambling her minions to find new sources of symbiotic sustenance, once again spreading her surviving children abroad.

The well kept secret that most Equestrians did not know was that the Changelings had a place in Celestia’s grand scheme. They guarded Equestria from the shadows as spies and informants. They gained sustenance from absorbing the emotions of others; ideally it would be a symbiotic relationship. Along with that symbiosis, however, came the danger of being influenced by those emotions. The Hive had permanent cells in almost every nation, from dragons to griffons to Diamond Dogs. These were easy to fool, but Chrysalis had never liked the necessity. Dragons were too aggressive,griffons, too militaristic, Diamond Dogs too greedy, and really none were that intelligent.

The renewed treaty with Equestria had patched the rift between Tartarus and Equestria, with the Changelings operating incursion and information cells for the two Princesses. It was a very quiet and comfortable arrangement that provided sustenance that would be rotated out.

She shuddered in disgust. It was under Celestia's hoof that had driven the Hive into such desperate straits and now, with the reunion of the two most powerful Alicorns ever to walk Equestria and the Lunar Princess installed without much incident or repercussion, the Changeling's window of opportunity to rule those green lands had closed, permanently. Chrysalis could see no bright future for the Hive. but a long dwindling death. She could feel her subjects all around her. The drones toiling at their drudgery. The warriors fierce and loyal, standing at designated posts or training. The spies in their far flung enclaves, going about their craft. The punishers in the depths of Tartarus, meting out the judgement of the Furies. The Princelings who lounged around her at all times, engaged in idle gossip or games. The predominant sense was of hunger.

Without a central emotional source for the Hive itself, already she was receiving reports of cannibalism among the lower level drones. Changelings could feed off each other's emotions, but without an external emotional source, this created an Ouroboros Effect, named after their greatest and most tragic ancestor, which inevitably ended in death.

She brushed her long, fine, silken mane, careful not to catch any in the ventricles in her forelegs.

The Queen looked morosely about her throne room, a dark and desolate hall, carved from stone by the finest craftsdrones of their race, with high vaulted ceilings and long, wide spaces. At the foot of her vaulted dias lounged the Princelings, waiting to attend her every whim and fancy. Her warrior drones stood at attention at the foot of her dais and along the halls at regular intervals, but there was a telltale hunch to their proud bearing, Sometimes, she really did feel like the warden of a prison. Anger flashed in her eyes and she could feel her children tremble at the lash of her emotions.

All of a sudden, a powerful presence intruded into her mind in a blinding flash of green.

When her vision cleared, she could feel the entire Hive had been jolted to a stop. Even the larvae had stopped eating and defecating for a moment. What was that? What had just happened? Chrysalis could feel the steady, heady pulse of something in the far distance. Something in Equestria. She bit her lip, lowering her heavy lidded eyes, shadowed in iridescent emerald with hints of turquoise blue, and considered. It was a flare of magic that rippled the arcane plane and was so powerful, even her spiracular wings were still twitching from echos. Her mind raced as she tried to recall the last blast of powerful emotion they had experienced... and in the middle of the tremors on the magical planes, there was a soft, tantalizing call... as if she had somehow gained a new subject...

She would need to investigate the enclave nearest to this sudden presence. And this just might be the solution to their famine. The Queen allowed herself a single tear of joy at the hope that welled up inside her, and she knew her subjects would feel the flood of happiness. Below her, the Hive buzzed with renewed vigor.

She could save her people after all.

Author's Note

The Heart sisters have Twilight at their mercy. Who will save her and when can she get some real food? All this clop and she still doesn't have a date of Hearts and Hooves day!

Luna and Celestia know of the sitch and are beginning to mobilize.

The Changelings are dying and Chrysalis is desperate for an alternative. Is Twilight the answer?

Stay tuned and see how things turn out when Applejack really lets her mane down!

Playing with Jacks and Gems

Did Applejack have one true vice? Perhaps her love for apple cider? Or her winningest mare physique that had fillies and colts swooning from Los Pegasus to Trottingham to Saddle Arabia? Or just simply her pride? Her no-nonsense silence on the subject always made it a topic of idle fanfilly and fancolt speculation by the various ponies that lived in the small sleepy town of Ponyville. It had been, even before she had left Sweet Apple Acres for Manehattan, and remained her one true pride. She rose bright and early each day and if she did not attend to it, well, the whole day would just feel as rotten as a vermin infested apple.

Applejack had been growing her mane out since she was a filly; in Manehattan, she never let Aunt or Uncle Orange near her with a pair of scissors. Her forelock was as long and lustrous as the rest.

She sat at her table, her stetson still in the box, with a small mirror propped up against the window sill and brushed her long golden mane with a gleaming, silver inlaid grooming kit. She did not stop until her glorious locks felt light and airy and shone like apple cider at sunset. She gathered the ends in the crook of one hoof and tied them together with long practice Once she was satisfied with her wonderfully long mane, she put on her stetson.

Every day she communed with her two most prized possessions: her Daddy's stetson and her mother's grooming kit. Both had been gifts to the other at one time. She was sure her love for Green Apple Acres was just as strong as her parents' had been.

With her morning ablutions completed, she made to head downstairs, but paused at the guest room and pushed open the unlatched door. Spike was sitting in his basket. It was obvious that he had nodded off while awaiting a reply from Canterlot and was now sprawled out uncomfortably half on, half off his basket. Applejack smiled indulgently at the loyal, good natured dragon, arranged the little scaled reptile in his basket and covered him with his blanket.

"Don't you worry, little guy," she whispered. "We'll take good care 'o Twilight."

Downstairs she made to fix breakfast and lunch; Granny Smith was a stickler for doing supper so she knew she was covered in case things at Twilight's took longer than expected. She gazed out the window by the washtub, which had been filled. It was one of Big Mac's early morning chores. The sky was still a dark expanse, the stars twinkling brightly in the clear sky; a hint of light was blooming on the horizon.

Applejack pushed open the front door and shivered at the cold breeze. A fierce clicking on the porch floor told her Winona would be bounding faithfully by her side by the time her hooves touched the front lawn. The dog cavorted around her owner happily as Applejack headed to the chicken coop. Marybelle was her next stop, where she exchanged two bales of premium hay for two full jars of uncultured milk. Winona held the basket of eggs in her mouth. By the time she returned, the sky was beginning to lighten into grey. She entered through the kitchen door, poured out a cup of milk from one of the jars and laid everything on the counter. Winona lay down obediently by the door.

The farm filly noted the stacked wood in the cast iron oven, another of her big brother's chores, and set to starting the fire. She pulled out a cast iron deep pan and put it by the stove, then cut a large square of lard from a covered block and flipped it expertly with the wire-cutter into the pan. She smiled.

The wire-cutter had been another idea of Twilight's, something of a failed experiment at Sugarcube Corner. When the Cake twins were born, the curious unicorn had speculated that wires would be a safer cutting implement than, say, a knife. She had neglected the strangulation safety concern and the fact that one of the newborns was a unicorn. The wire-cutter, on the other hand, was easier to use for earth ponies and pegasi, neither of whom could achieve the fine detail work that unicorns took for granted with their magic. The little librarian had just suggested that perhaps Applejack could use the four cutters of various sizes she'd created and left it at that. What Twilight hadn't known was that Applejack and Rarity had monetized the cutters using Rarity's connections and an agreement with Mayor Mare. Supported with the financial acumen of Fancy Pants in Canterlot, and Carousel Boutique and Sweet Apple Acres as primary investors, Equestria Living was born.

It was the least they could do for their egghead friend, Rainbow Dash had quipped when Fancy Pants had signed the contract to open a unicorn manufacturing plant, a pegasi distribution warehouse and a team of earth salesponies. The Equestria Cutter was one of the most used kitchen tools in an earth or pegasus pony's residence and Twilight's fair share of royalties paid for the acquisition and maintenance costs of the Golden Oak Library. Fancy Pants' accountants formalized an arrangement with Mayor Mare; the girls all knew if they told Twilight about it, the easily lathered mare would be a nervous wreck. She was so adorably innocent that she never questioned why some of her more outlandish or obscure requisition requests were never questioned or turned down. In Canterlot, she had the backing of the ruling monarch, but out here in a small town, survivability required clean lines of accounts.

Applejack pulled out a wooden baking board, a large mixing bowl, sugar, finely milled flour, ground cinnamon, salt and baking powder. Apples came from a nearby covered half barrel; an Equestria Living apple splicing chopper that cored, peeled and sliced at the same time. She put a dollop of honey in a small bowl and covered the bowl with a plate. She measured out the flour, cinnamon, salt and baking soda, then mixed in the milk and eggs. When the dough was ready she began folding the apple slices in neat confectionery balls of delight.

A huge red stallion shouldered open the kitchen door. Hauling water was Macintosh's last early morning chore; it was a four trip on most days, or more if there were guests. If the kitchen tubs were full, he was on his last trip to fill the drinking tubs.

"Hey, Mac?" Applejack said, not looking up from the fritters she was making. The stallion stopped on his way out for his last trip to the well. "Twilight's been hurt, an' so I'm gonna go down fer a visit this afternoon. I'll pack everypony's lunches and I'll finish up all my chores 'fore I leave. I reckon it ain't gonna be longer than this evenin'. Can y'all keep an eye on things while I'm out?" The huge red stallion regarded his sister for a moment. "Look, Ah just need y'all to keep an eye on Apple Bloom, alright?"

"Eeeyup," was the reply and he was out the door. Applejack smiled at her brother's typical loquaciousness. His quiet demeanor and droopy eyes had bamboozled more than one unsuspecting traveling salespony. Unlike his whip-quick sister, he took a little extra time to get his apples in the barrel. Sometimes he was slower than molasses in winter, but once he got an idea in his head, anypony would be well advised not to cross the eldest Apple sib when he had his gumption up.

She checked the oil temperature and began expertly laying the fritters in the shimmering pan without splashing, fishing them out with an Equestria Living wire skimming ladle and by the time she was done, she could hear Apple Bloom cantering around upstairs, getting ready for school. The young filly's commotion usually brought Granny out of her first floor room. There was a dull roar outside and Applejack glanced out the window to catch a glimpse of a rapidly fading rainbow contrail. She could see the Ponyville Weather Patrol forming up near the clock tower, the distinctive prismatic mane of Rainbow Dash arriving in a flash and swaying lazily as she inspected the Patrol's feathers and gave out the assignments, fresh from Cloudsdale. Dash had always reveled in her militaristic morning pep-talks and not for the first nor the last time, the earth pony wondered what rank the speed junkie pegasus would have been before Hearth's Warming Day. Applejack smiled as the clouds began to lighten from dark blues and greys to bright oranges and yellows of the dawn. She had just finished packing the lunches and she set aside her covered signature caramel custard apple pie that Granny would bake for dinner when right on cue, Macintosh came ambling in from the front porch, snatching up the poured milk and crossing to and settling at one of the place settings at the table. The orange earth pony laid a big plate of morning fritters in front of the red stallion who ate began eating them quickly, interspersing with gulps of milk. She laid another large platter of fritters and a small bowl of washed apples in the centre of the table, then returned to the stove to finish, eating as she cooked. She pulled out a basket and lined it with a green and white gingham cloth under wax paper as a second lining and put some fresh fried fritters inside.

"Mornin' everypony!" Apple Bloom clattered down the stairs. The small yellow filly ran to the south facing windows and peered out across the orchards. "Looks like it's fixin' to be a beautiful day!"

"Workin' the east orchard again?" Applejack glanced up as she ladled another pair of fritters into the hot lard while fishing out a several already fried to a beautiful golden brown.

"Eeeyup," agreed her brother, as she ladled more fritters. He finished off an apple before grabbing his lunch, shouldering his harness and heading out the kitchen door.

"An' don't forget!" she called after his retreating backside.

"Eeeyup," came the fading reply.

"Forget what?" Apple Bloom asked, a fritter in hoof.

"Oh, Twilight got hurt and I'm stopping by fer a visit," the cowfilly explained, blowing an errant curl of forelock away from her face. She hoped that her embarrassed nervousness didn't show; she wondered why she was nervous.

"Don't them Hearts take care o' that?" came a quavering query. The light green, grey-haired grandam of the Apple clan tottered from her ground floor room and sat gingerly at the head of the table, smacking her lips. The small filly started eating a third fritter by the time Applejack put the last of the fritters on the rapidly emptying platter and put a glass of non-fermented apple cider in front of the old mare and milk in front of her sister.

"Ah just thought Twilight might like a familiar face," the cowfilly shrugged. "Earth ponies don't get magical contagion, so's I can visit. None o'the others can and Pinkie's kinda hard to deal with when yer sick."

"Bring her some fritters, dear," Granny said kindly. "Apple Family Fritters are medicinal, dontcha know." Applejack smiled.

"Thanks for remindin' me, Granny. Ah got the basket coolin' over there," she pointed a hoof at the basket cooling by the stove. She finished her milk and stood. "I gotta get to the west orchard if I'm gonna get to Twilight's in time for lunch." She put her milk in the wash barrel, washed and cleaned her hooves, and wiped her mouth. With a peck to Granny's cheek and one on Apple Blooms forehead, Applejack cantered out as the Weather Patrol. began moving their day's quota of clouds into position.

By the time she reached the west orchard, the sky was overcast. She was just doing a walk through the orchard, inspecting trees for disease or parasites, fixing damaged branches or marking some for removal, which was not often. Applejack was, if anything, was diligent. Still, it would be a few hours at least to make a complete circuit. Her eyes roamed from tree to tree as she walked the sun dappled orchard. She paused peering up at some leaves and frowned. She walked around the apple tree, ducking her head this way and that before turning swiftly and whipping out her hind legs. A low branch, thicker than her foreleg, cracked and drooped down slowly. She grasped it with her mouth and with a deft twist and jerk, pulled the branch away from the tree without stripping any bark.

The buxom farm filly peered at the wilted leaves at the end of the branch, their usually luxuriant green a brittle brown, spiderweb of a leaf. Frowning, Applejack sniffed at the broken end of the branch, eventually nibbling at the exposed wood and chewing thoughtfully, before spiting the wood chips out with a satisfied harrumph. She began walking around the tree in ever expanding concentric circles but after twenty minutes of no other signs of disease, she returned and dragged the branch to the burn pile. Another potential disaster averted. She glanced up and gauged the position of the sun. She had better get moving.

~ o0o ~

A few hours later found Applejack with her coat oiled and brushed until it gleamed like her golden hair. She shouldered her monogrammed saddlebags in case she wanted to borrow a book, secured the basket on her dock on the slide in panier (another Equestria Daily invention, also courtesy of Twilight's inquisitive and intrusively philanthropist mind) and headed out.

"'Bye Granny! Ah'll be back later!"

Applejack loved her walks to Ponyville. While the distance could be at times inconvenient, it was just long enough for a good invigorating gallop or a thoughtful walk. Tall, beautiful oaks lined the dirt road, planted by generations of Apples past. The sun dappled road stretched before her and she wondered if Twilight would be awake today.

The orange earth pony had never really paid much attention to the unicorns around Ponyville, never really having had much reason to interact with one of the three herds of Equestria outside of simple financial transactions. She always had her hooves full on the farm, and with only Big Mackintosh and herself taking care of the Apple legacy after the disappearance of their parents back when she was just a small filly, she never had much time for socializing. Even school had taken a back seat when it came to the farm.

Twilight changed all that upon her arrival. The smaller mare had reconnected the farm filly to her old Ponyville stomping grounds, her old friends, and some new ones. She still had the same rivalry with Rarity and Rainbow, but instead of a scathing disgust or burning competition, there was now a warm enveloping feeling that surrounded the fondness she felt for her friends... thanks to a certain purple unicorn.

Twilight had a lot of qualities that Applejack identified with. A strong sense of responsibility was one of the qualities she admired; the unicorn's signature as Celestia's 'most faithful student' bore testament. Her single-mindedness made her a great leader, like the time the unicorn had lead the girls in getting Applejack back when the cowfilly had been too embarrassed to return to Ponyville after failing to win any events in the Equestria Rodeo. The purple unicorn had been instrumental in calling her on her pride and reminding her that friendship was deeper than being a prize mare.

Twilight also had a strong sense of family. She often played mother or older sister to Spike. Often times, Twilight's hardworking ethic had the young mare reading into the wee hours of morning, and the desire to help anypony that came her way sometimes landed the unicorn in unusual situations. Twilight stood up for her beliefs, but wasn't stubborn; she was humble enough to admit wrong. She was a doer and a thinker, something the apple bucking champion of Ponyville admired, even if the silly librarian sometimes got it in the wrong order.

Applejack smiled to herself, recalling how Celestia had intervened with the Smarty Pants fiasco. Even when driven crazy by her own anxieties, Twilight somehow still came off as cute. The farm filly frowned, unsure of how her thoughts had ended up where they did.

"Hey, A.J.!" called a voice from above.

"Hey Rainbow," the orange earth pony replied, her thoughts dissipating. The blue pegasus slowed and glided idly at her side, matching her speed. "Weather patrol over?"

"Oh, we finished that ages ago," Rainbow Dash scoffed, waving a dismissive hoof. "I was napping back there and saw you come around the bend. Thought it was funny seeing you away from Sweet Apple Acres during the day."

"I'm, goin' to Twilight's for a visit," Applejack said, flicking her eyes at the shaggy rainbow mane.

"Oh! Uh, I mean, cool," Dash landed beside her. Applejack raised an eyebrow at the pegasus. If Dash went anywhere, it was on wing power, not hoof power. "Soooo..." the blue pony drawled nonchalantly, "you think she's okay?"

"I hope so," Applejack replied. "Twilight's awful powerful; you've seen some of her spells. Rarity's said that some of the things Twi's done she knows nopony can pull off, like that teleport thing."

"Yeah," Rainbow sighed, "Twilight's pretty amazing, huh?" Rainbow glanced at her friend's raised eyebrow. "For an egghead," she amended hastily.

"Sure is." The earth pony gave her pegasus friend a second glance, who seemed lost in thought before shaking herself visibly.

"Well," Rainbow Dash said, "say 'hi' to her for me, okay?"

"Sure thing, sugarcube," the orange pony responded as they neared the outskirts of town. "I'll let you know as soon as I find out anything."

"Great! See ya around!" And with a swirl of her colour streaked tail, the pegasus launched into the air. Applejack wondered at the brief, awkward silence from her light blue friend. Rainbow had to be really anxious about Twilight to land on the ground to talk.

"Applejack, Applejack!" She paused at the sound of her enthusiastically shouted name. A pink on pink earth pony waved frantically from the door of a round, two story, white gabled building that was decorated like a cupcake in frosting pink and chocolate brown. It housed Ponyville's award winning bakery, Sugarcube Corner, where the Cakes lived and Pinkie Pie boarded, which worked out perfectly, since Pinkie also worked as a royally sanctioned party planner.

"Hey Pinkie," she smiled cantering closer to the excited pony. "What's up?"

"Applejack, you have to get to the library!" Pinkie looked positively distraught. "I've been waiting and waiting but the Cakes are away and I'm looking after Pound and Pumpkin so I can't take them to see Twilight and then my tail started twitching and my right eyelid started drooping and my left hooves got the shivers- not all of them, just the left ones - which has never ever happened before now that I come to think of it-"

"Pinkie," she gave the pink party mare a long-suffering look but without the scathing sarcasm that might have tinged her reply in the past, "I'm on my way to visit Twilight, does it have anything to do with that?"

"That's what I've been trying to tell you, silly," Pinkie Pie looked like she was about to cry, which made Applejack blink. "I think something bad is happening to Twilight!" It took the orange earth pony to process what Pinkie had just said.

"Well, why didn't you jus' say so!" The champion mare of Ponyville kicked up her hooves and galloped towards the yellow oak tree that was a few streets over. Pnkie was yelling something else, but now that her blood was up, Applejack couldn't hear her.

Applejack knew something was wrong when she knocked on the library's front door. Pasted carelessly over the door's window was a bright yellow poster with a black silhouette of a unicorn's head, the horn surrounded with red lightning symbols. The word “QUARANTINE” was printed above and below in bold black letters. Her tail curled low.. The nurses should have answered the door after the third knock, but the door remained closed. Could it be Trixie come back for revenge on the scholarly filly while she was unconscious? Or perhaps an unrepentant Discord, or even King Sombra? The sound of a faint whinny from Twilight Sparkle's closed and curtained window sealed the deal.

Applejack planted her forehooves and with a quick twist, brought her hind hooves around in her signature apple bucking roundhouse kick. The kick was enough to knock all ripe fruit off one of Sweet Apple Acre's forty year old apple tree to fall into strategically placed baskets and was more than a match for the Golden Oak library doors. The arch topped door flew off, the hinges squealing in protest, careening off the central library bust and knocking a sleeping cot over. Applejack galloped in and skidded to a halt.

There were two sleeping cots bracketing the bust that was now pushed aside of the central pedestal and a third cot was a tumble of wood and cloth, underneath the door.

“No,... no,... don't,...” Applejack could hear a desperate, breathless pleading from the direction of the bedroom. Her senses went to a hyper sensitivity. She could smell a musky, spicy scent in the air that reminded her of the Everfree forest, wild and unnamed. Another low guttural moan came from up the stairs and she was up the wide steps three at a time. She saw the closed door, her eyes narrowed and she lowered her head.

If anypony had hurt her Twilight, they were going to meet two of her closest friends: Bucky McGillycuddy and Kicks McGee!

~ o0o ~

Twilight was swimming in a maelstrom of unfamiliar sensations. She couldn't tell which mare was currently running a tough, wet tongue up the new and embarrassingly turgid member that jutted out scandalously from between her hind legs. She had no time to even consider what has happening to her, other than the overwhelming pleasure and the vague sense that there was something wrong with what was happening; the sensations made it increasingly hard to remember just why it was wrong.

"Stop," she gasped as somepony nibbled on her horn. "Please stop!"

"Oh, Miss Sparkle," moaned one of the Hearts. She could no longer tell which one in the haze of pleasure. "Don't worry, we'll take awesome care of you..."

"We'll make you feel all better..." drawled another.

"You're the mare of anypony's dreams!" With some shifting, three mouths attached themselves to the long hardness her clitoris had become.

"Oh Celestia... no..." she groaned, the last of her will eroding before the unified assault. Something was building in her loins, a tightness that she had never experienced before. Her chest hurt from panting, her mind was sluggish.

She was only vaguely aware when the bedroom door burst open, splintering into several pieces as somepony rammed full tilt through the wood.

“What the hay...?” Was the shocked exclamation before the sound of a clatter of hooves and an orange body barreled right into the three Hearts, knocking them to the floor.

"It's alright Twilight! I've gotcha!" Somepony undid the bindings on her forehooves which automatically lowered to cover the protuberance. She opened her eyes to see Applejack facing down the three Hearts as they got to their feet.

"What in Celestia is goin' on here? What were y'all doin' to Twilight?"

"Applejack," Sweetheart said angrily, "you're interfering with a very delicate medical procedure!"

"Oh really? In my book, three on one is hardly fair, especially when the one is tied down to the bed!" Applejack's eyes were furious, her face flushed with emotion.

"Are you saying," the Head Nurse retorted, stepping forward, "that you wish us to stop?" The farmfilly opened her mouth to retort, but then stopped and smiled.

"Girls, let me introduce you to my new rodeo trick."

"Oh!" squealed the younger Heart... Tenderheart was it? "A brand new Applejack trick?" she shifted from forehoof to forehoof excitedly.

"Oh sure! Just watch closely..." Applejack plunged forward, planting her forehooves, crossed, on the ground as she twisted her barrel around whipped her hindlegs around delivering three precise, sharp kicks to each of the nurses. Sweetheart fell to a heap beside the window and Tenderheart flew over the loft railing landing with a thud on the floor below. Redheart struck the bannister by the stairs and slumped to the ground.

"An' that, ladies, I call the 'pan handle,'" she smirked with a nod of her head. She then turned and quickly undid the hindquarter bindings, noticing the flushed and shivering of Twilight. Poor thing, must be in shock, she thought. She eased the purple unicorn onto her back in front of the secured panier.

"Oh, A.J.," Twilight said breathlessly and the orange pony's heart flipflopped and brought a blush to her cheeks.

"C'mon, Twilight, I gotcha," she soothed the unicorn who struggled vainly to keep her new appendage from touching the earth pony. Redheart groaned and stirred. "Better git," Applejack muttered to herself, "'fore them Hearts come to." She manouvered carefully around Redheart and clattered down the stairs into the main hall.

"There they go! After them!" they heard as they left the library.

"Them Hearts just dunno when to give up," she shook her blonde mane in surprise. Most ponies that have taken a dose of Kicks and Bucky would usually be down for the count. "Hold on, Twilight!"

Twilight had enough presence of mind to twist so that she was holding on to the orange mare's neck with her forehooves as the earth pony began to gallop, eliciting surprised looks as she sped past. However, this turned her around so that her new member was rubbing agonizingly against the immaculately groomed orange coat.

"A-a-a... A.J.?" Twilight squeaked she was rubbed inadvertently against her friend's hindquarters, sending will draining sparks up her body. Behind them, they could hear the thunder of other hooves accompanied by the cry of "there they go!" Applejack darted into a side alley, the quick turn causing Twilight to slide her haunches against her friend. The purple mare gasped.

"Sorry, Twi', are you alright??" Twilight gasped at one particularly tantalizing bounce. The orange mare slowed and glanced concernedly back at the unicorn lying across her toned dock. "Twi?"

"J-just," Twilight moaned, her eyes crossing, "I d-d-don't-" Twilight was interrupted by another gasp. The stimulating pressure that was building Twilight knew she had to desperately to keep it from... completing, somehow.

"Are ya hurt?" Applejack cut into another narrow path and Twilight moaned.

"A.J.!" Twilight's coat was lathering from the restraint. "Please, I need to... oh, Celestia... inside!"

The earth pony made a quick decision, heading for the nearest refuge she knew.

"Alright, hold on," Applejack began to walk slowly, afraid of further injuring her friend.

They heard the sound of more galloping and Applejack began to trot faster. The sounds of pursuit seemed to come from every direction, and Applejack knew she couldn't fight the Hearts and defend Twilight at the same time.

By the time they reached Carousel Boutique, Applejack's coat was lathered with distress. When she made to push open the door, she banged her shoulder painfully and had to shift quickly to keep Twilight from sliding off her back. The slow agonizing trip was deliciously torturous for the young librarian, her forehooves wrapped around Applejack's neck, her muzzle buried deep in the farmfilly's mane. Applejack backed up a bit and her jaw dropped as she looked at the door. The sign read "Closed."

She snorted in frustration, shifting to knock loudly on the door. They waited for a response that did not come. A second round of knocking went similarly unanswered. Applejack, now sweating profusely, banged as hard as she could, rattling the door in its frame.

"Go away!" came a society accented voice.

"Rarity, come down and open the door! Twilight needs our help!"

"Applejack? Twilight... Why didn't you say so!" There was a muffled clatter of hooves against stairs before the door was pulled open to reveal a darkened interior. Inside, a hooded figure motioned them inside, and just as they stepped over the threshold, the door slammed shut, causing Applejack to jump in surprise and Twilight to groan. Applejack looked about; drapes were drawn, windows shuttered. The hooded figure threw the lock with a deft flick of her tail.

"Rarity, what in Sam Hill-" but paused as the fashionista came close.

"Twilight Sparkle? Whatever is the matter-"

"A.J." the purple unicorn squeaked desperately, "please... oh! don't.... breathe..."

"What?Ih can't help it Twilight," Applejack protested. "Here, Rarity, help me with her." But the unicorn just stood there, staring at the purple mare on the orange pony's back.

"No," the unicorn protested weakly. The hooded figure continued to stare at the unicorn. Twilight knew if they moved her, even just a bit, the slightest brush would cause something to happen that would change their lives, perhaps forever.

"Now, Twilight," Applejack began, "you've been assaulted by those Hearts! I know something weird was goin' on, but you need to let us help. Right, Rarity?"

"A.J., what did you say?" She couldn't see the white mare's face but her voice was hoarse.

"Ah walked in and the Hearts were pulling some weird on Twilight," Applejack explained. "They called it a 'medical procedure' but it jus' didn't look right."

"Did they?" Rarity's voice sounded a little off. A little too breathless, a little too forced. She had been inching toward the purple pony, who had closed her eyes in concentration, running some complex mathematical and magical formulae to stem the approaching tidal wave that threatened to engulf them all. Each tiny step was like a losing battle and Applejack could see the light reflecting from the fashionista's wide, fearful eyes. Applejack couldn't see the white mare's face. "Ever since that day in the Archive," Rarity began, her voice low and husky, "my thoughts have all been taken over. My work, my creations... meaningless before the magnificence... how did I not realize it before... And how I dreamed of you and I... and now you are here, before me..." She ran a forehoof along Twilight's flank, who shivered at her friend's touch, biting her lowerlip.

"Rarity, why are you wearin' your drama cloak?" the earth pony snorted in frustration. "Take it off and help me with Twilight!"

"Take... it off?" The fashionable pony paused, then raised a trembling forehoof to the clasp at her neck. With a dramatic motion, she tore off the clasp and flung the cloak across the dimly lit room. The heavy velvet struck a mannequin, toppling it over to the ground with a clatter. Applejack's jaw dropped open in shock at what was revealed.

Rarity was wearing a gauzy, shimmering robe, trimmed with feathers, the hem flaring coquettishly at her loins and ending with a playful flip over her croup, cut daringly along her flank. The designer unicorn had seductively tanatilizing eyeshadow that sparkled, her mane was a pulled down version of her signature curls.

She raised a manicured forehoof to Twilight's desperate face, cradling the sweating mare's cheek. She leaned down, her glossy lips parting ever so slightly...

"Whoa there missy!" Applejack snapped out of her shock and slewed herself around in a quick turn, but Twilight, so engrossed at keeping the sensations at bay, slid off at the sudden movement. Her champion reflexes took over and she completed her turn even faster, bumping Rarity to the side, her forehooves reaching out and neatly catching the falling mare and pulling her close, sliding her chest tightly against the purple unicorn.

Twilight cried out in a quavering howl as she felt her engorged member rubbing hard against Applejack's silken coat. The pressure that had been building inside her swelled, and broke loose. Twilight's eyes rolled back as her hips twitched and jerked uncontrollably. Hot viscous fluid erupted from the pointed tip, caught between the their two heaving forms, blasting the orange mare right between the eyes. The cascade immediately drenched the farmfilly; even her lightning reflexes could not save her from the unexpected torrent.

For Twilight, the sudden release of the repressed pleasure was mind wiping. It was like the time in the Archive, but instead of the scalding, searing pleasure emanating from the base of her horn and shooting out from her brain, it was from between her legs. Her cries grew hoarse and diminished as her member twitched and spurted. Applejack twisted away, but stumbled to her knees before getting more than a few wobbling steps. She collapsed to her forehooves. The Equestria Daily harness and her saddlebags slipped and fell off, the fritters tumbling out of the overended panier.

The farmfilly's mind was reeling. Where the thick slickness clung to her, her coat shivered with pleasure and burned with the desire for more. She has crumpled down on her forehooves, unable to move but Bucky and Kicks was as strong and rigid as ever, standing straight up.

"I... what... the... hay," she gasped out.

Rarity stood there in shock, gazing as the flood of... what could it be called but marecum? began to wane, leaving a large sticky pool on her boutique floor. But she paid it no heed; her attention was solely riveted on the groaning mare that had just made a panting sticky mess of their applebucking friend. More specifically, the huge protuberance that was jutting out proudly from between Twilight's barrel. Rarity was no stranger to stallions although she normally chose her trysts very carefully to keep even an iota of rumour away from Ponyville's rustic prudery. But this! Twilight's organ must be almost twice the size of any she had witnessed. And the sight of the gloriously commanding presence gave her a delightfully sinful shiver, something she had only previously felt when dealing with royalty. As the turgid length gave one last twitch, a dollop oozing from the tip and onto Twilight's fine purple coat, she could feel a stupid, hungry grin light her face. She had to wipe at her chin to be sure she hadn't just drooled all over herself.

The last two days had been a whirlwind of confusion. After leaving Sweet Apple Acres, she found herself thinking more and more about the incapacitated unicorn. She recalled the first day she had met Twilight Sparkle, who had arrived with what she could only call cart trash hair, her coat all matted, sticking out here and there. But as she took her in hand and groomed her to perfection, she noted the high quality hoof lacquer and the feathered cut of the mare's coiffage... when Twilight had introduced herself not only as from Canterlot, the hub of Equestria's high society, but personal attache to Celestia... she knew it was a match made in Pony Heaven. She was determined to show the mare how versatile, how gorgeous her creations were. Twilight had shown sense in allowing her space to work her magic through artful and tasteful use of symmetry, asymmetry, form, pattern and fabric. Although she sometimes had the oddest opinions and perspectives, her bashful humility at her magical strength was wonderfully adorable and an instant hit with the fashionista who simply loathed poseurs of all kinds. Not only that, the mare was approachable and always eager to assist in any way she could. She had helped arrange royal apartments for Rarity's increasingly frequent business trips to Canterlot, had provided the opportunity for Rarity to be on first name status with the ruling goddess monarchs of Equestria as well as the Empress of the Crystal Empire, and had literally helped kick Carousel Boutique into a national brand (soon to launch a line for horses and griffons!)

She was proud to be Twilight's friend.

One could only imagine the chagrin and embarrassment of having such... thoughts... about a friend. Such fiendish carnality! And yet after that one night, finding Twilight collapsed on the floor of the library, she just couldn't get the bookish mare out of her mind. She felt like a schoolfilly once again, sneaking glances at the new young teacher that had preceded Cheerilee, when he wasn't looking. And for a mare! Even in Equestria same sex mating was uncommon, and were regarded as somewhat deviant, decadent. Not that it didn't happen of course, but most still found it... distasteful.

It had taken Rarity fully one single afternoon to decide to embrace, rather than shun her feelings. And that was when her creativity flared to full force. She had created a large number of lingerie for mares, based on her own lingering musings on clandestine encounters between Twilight and herself. She had been modelling her latest creations, when Applejack had arrived with the delectable unicorn mare in tow, literally. She could feel the arousal surge within her

She was not going to waste this opportunity.

She knelt down near the purple unicorn, took her trembling friend in her arms. Twilight's scent was simply intoxicating, liberating, divine. She took a deep whiff, filling her lungs with it. She brushed the pink streaked purple mane to reveal the mare's face and she smiled. Twilight's wonderful eyes flickered open and looked up at her and she felt her heart throw down like a bucking bronco, her insides getting all deliciously twisty. Her lashes half-lidded, she bent down and kissed Twilight a slow lingering kiss.

Twilight's eyes flared open at the fervent touch on her sensitive lips. All she could see was a blur of white and purple highlights. Although she had just, for the lack of a better phrase, had an orgasm, she could feel a jolt of lust spiking from the base of her newly acquired member. It twitched, a small glob of translucent fluid dripping in a long string to the ground.

The feeling had been amazing. Mind warping. It was as if the stars had been split apart and realigned inside her head. The awful twisting in her stomach, the strange ache, had simply vanished in a heady, unbelievably pleasurable explosion that ripped through her body. And now, a friend who had witnessed the humiliating event was exploring her mouth, her agile tongue moving with wanton abandon.

"Rarity!" was what she wanted to say, but the only noise she made was a high pitched whinnying moan. The white mare drew back slightly, their lips separating with a soft, squelching pop. The fashion conscious unicorn's eyes were half lidded, heavy with desire, eyes rolled back slightly in pleasure. Her sweet panting breath huffed across Twilight's muzzle, who had trouble controlling her own breathing.

"Darling, you kiss so wonderfully!"

"Rarity... what... I... are you..." Twilight had trouble forming her words into coherent thought, her mind still jumbled from the wash of sensation. She was only able to squeak out one word. "Why?"

"Why am I kissing you or why do you have a stallionhood?" Rarity's lips quirked in a sensual smile.

"I, um, I..." Twilight closed her eyes and shook her head as if to fling away the soft languidity that blanketed her mind. "I have a p-p-p," she couldn't bring herself to say it, and continued, "thing! And why are you kissing me?" She couldn't believe the beautiful mare was cradling her in those wonderful arms, looking for all of Equestria as if she were going to devour her, and Twilight was shocked to find her traitorous body responding to the lust in those deep blue eyes.

"Twilight," Rarity began her eyes luminous in the darkened boutique, "I never realized how much I loved you until I saw you, unconscious on the floor of your library. But now that I know, I... well, I just can't keep still about it." Those shining, beautiful eyes, the wave of those lustrous lashes. A strange feeling was rumbling up through her body, like the roll of distant thunder. Those glossy lips, just inches, inches away from hers, whispering endearments. An enchantment was settling over her. Those gem-like eyes, so vulnerable and delicate, dimmed slightly. "I mean, that is, if you feel the same way as well..." Twilight could almost feel the sudden emotional void, Rarity stiffening as if in preparation for a blow. She couldn't bear seeing her friend cringe, and she knew just how she felt. Twilight had just experienced that with Big Mac, who was effusively apologetic, but still firm in his denial of Twilight asking him to the Hearts and Hooves Gala.

"Oh, Rarity," Twilight said as she threw her forelegs around her friend. "I guess, I don't know... you're always talking about your one true stallion and all... and this is all happening so fast, I'm having trouble, just, you know. Coping"

"I do," Rarity returned her hug, nuzzling her mane. "I never thought I'd feel this way for a mare, let alone a friend! And yet..." she pulled back, just enough to look into Twilight's eyes, her gaze grave and intense. "I really do, my dear." Twilight felt the mounting storm in her chest burst into a million butterflies that went straight to her groin. Her long, moist member twitched. Rarity hesitated, then slowly, ever so deliberately, pressed her lips again against Twilight's, and this time, Twilight did not restrain her moan.

Applejack could not believe what was happening. Rarity was horning in on her filly? At that, her eyes widened. Confused. CONFUSED. More turned about than a colt chasing his tail! What in tarnation is with me? Her skin was tingling all over from the sticky fluid that covered her. Her mind was sluggish, unable to wade through the strange, mounting desire inside. Seeing Twilight in Rarity's forelegs made her chest ache. But as the two talked, Twilight's... stallionhood was elongating, stiffening. She could feel her mouth watering as it grew hard once again and she could feel her nethers tremble in response. The fluid had some sort of strange effect on her, sapping her strength and her will. She couldn't move or talk. All she could do was pant in her embarrassing position, her rump sticking way up, resting on her chest, her forelegs lying useless between her hind legs. Surprisingly, her hat was still on her head, untouched by Twilight's explosion. All she could do was watch as Twilight began kissing the white unicorn back with increasing fervor.

Twilight's mind was going blank, going numb from the feelings that were racing all along her shivering coat. Rarity was tracing her free hoof along her side and her flanks while the other rubbed her back as she lay across those amazingly toned, white hocks. She knew that the fashionista was avid about her appearance and took every effort to keep her finely muscled body trim. She felt those luscious, electrifying lips part and a gentle probing against her own. Without a second thought, her lips parted, inviting her friend to explore. Rarity accepted, her tongue delving deeply and thoroughly into Twilight's warm mouth.

The white mare felt something bump her arm and she glanced down. Twilight's member was pointing straight at her, throbbing with the pleasure she knew she was responsible for. She smiled knowingly and gently took the length in her hoof and began running it lightly along its length. Twilight immediately broke the kiss at the strange new sensation of Rarity rubbing her hoof against her... thing. She clutched at the white mare, unable to look away from her friend manipulating the shaft.

"Oh Celestia," Twilight gasped uncontrollably, her breath laboured. She felt like she was running and running and the only place she knew she was going was the pleasure knotting up inside her winding tighter and tighter, driving out all thought but the need for.... something! Up and down the white unicorn stroked, slow gentle strokes, interspersed a few firmer ones. She traced the veins around the tip and Twilight cried out at the sensation. The librarian rested her head in the crook of Rarity's neck, crooning her pleasure, the horn glowing a soft magenta in her sapphire mane. The pleasure was so intense that the purple unicorn hadn't even realized that her hips were flexing in time to meet Rarity's downstroke.

Applejack watched, wide-eyed and horny as a bull in summer. She couldn't believe what she was seeing and she was shocked at how arousing it was. She was so darned turned on that she could feel her arousal trickling down the inside of her hindquarters. With what strength, she did not know, but she raised one trembling orange forehoof between her hind legs, her tail lifted high, and began to rub her swollen netherlips.

The white unicorn was lost in her ministrations, her loins just simply aching with need. She slid her other hoof up and began to pump with reckless abandon. Twilight threw her head back with a particularly loud groan and that was the last straw. The designer unicorn couldn't wait any longer.

Rarity lay on her back, her tail lashing back and forth under her rump as she pulled Twilight on top of her with surprising strength.

"Now, oh, now Twilight!" she cried urgently.

"I, I don't know what to do," Twilight panted, pressed tight against the eager mare who bucked her hips upwards. Her body moved mindlessly,she could feel her member skittering against the white coat, slick with desire. Rarity put a forehoof on her chest to still her and reached between them with the other. She guided the thick, mottled head to the entrance of her swollen lips, and pressed her hot pinkness against Twilight's throbbing length.

Twilight’s mind reeled as she fought for control. This was wrong... wasn’t it? How could something that felt so incredible be wrong? She put her forehooves on either side of the mare’s neck, feeling the desire pulse through her. She looked down at the desperate white mare beneath her, who was frantically bucking her hips trying to force the engorged member inside her. Rarity sensed Twilight's hesitation and looked up, her vision swimming in her aroused state.

“Rarity, is... is this what you really want?” Twilight’s earnest question was so concerned, so loving, the white unicorn couldn’t help the sudden thump of her heart. Twilight wasn’t sure how to express her feelings; she wasn’t sure what she was feeling, other than an overwhelming sense of rightness and responsibility. “It won’t hurt you or... I don’t want you to regret this.”

“Yes, Twilight,” she cooed, “I know this might be quite sudden, but I assure you,” she held Twilight’s face in her hooves gently before continuing, “I will never, in all my life, regret this moment.” With that she stretched upwards and gave the purple unicorn a heartfelt kiss. The two mares whimpered at the electric sensation.

With one flex of the hips and a wet squelching sound, Twilight entered the waiting mare’s folds. The sheer eye-crossing intoxicating pleasure was beyond anything she had experienced. She wrapped one forehoof around the back of Rarity’s neck, whose hind legs hooked around the back of the purple mare’s knees, and pushed. They shared a deep guttural groan as the white mare was filled.

The inside of Rarity’s mind was a crazed, nonsensical gabbling. She had never felt so full, so content in her life! The length, the girth was incredibly satisfying.

Twilight pressed into the hot wetness. Rarity’s horn rested against Twilights shoulder, those immaculately manicured forehooves clinging around her neck. The fashionista was shivering and twisting wildly, squealing unintelligibly. She kept pressing deeper and deeper. Twilight shifted again, planting her forehooves on the ground under Raritys legs and pushed the final few inches. As her groin rubbed hard against the white mare's, the hot wetness gripping her trembled and Rarity gave a long keening cry, her hips snapping upwards furiously.

The librarian could not believe how incredible it felt! She just had to do it again. She pulled out as far as she could, before thrusting forward. Rarity unleashed another squeal as their hips met with an audible slapping sound. The purple mare smiled at the feeling of control. It was almost like casting an enormously powerful spell, where holding the magic in was like a pressure, holding on somehow and not releasing, the pain of restraint strangely pleasurable. She looked down as she pulled her long shaft out. She could see Rarity's pink flesh gripping it as it slid. Then as she nearly pulled out of the white mare, she thrust hard, her member sliding back into those hot, trembling folds. Rarity screamed, her hips bucking and jerking and as if by some ancient understanding, Twilight began to thrust to match the white unicorn's rhythm.

Applejack was mesmerized by what she saw. Twilight’s hips worked steadily, each thrust punctuated by a wet smack. A red hot, dropping feeling rose up inside her, a feeling of violated possessiveness commingled with the bursting floating feeling that she knew was pride. The white mare was lathered and a puddle was forming beneath the furiously working hips. Magic began crackling tendrils up and down Rarity's horn. She was squealing and shaking, her coat shivering feverishly as each orgasm built to another, the next more powerful than the last.

Rarity felt herself slipping away, each orgasm lingering longer and more powerful than the one previous. She was drowning in a haze of pleasure, a maelstrom into which she gleefully raced, screaming and babbling all the way. Each intense wave broke through her, faster and faster. She barely knew her own name. She dreaded the final destination, fearing the final explosion would wipe away everything, yet yearning for it all the same. She couldn’t escape it. She didn’t want to.

The pressure inside Twilight grew stronger and stronger the longer she held back. She was no stranger to restraint; her long hours practising spell-casting seemed very much the same. You had to let the power of your magic build up in your horn, allowing the attenuation inherent to the horn to reach the carefully measured amount. Too little and the spell wouldn't work; too much and you could suffer a magical backlash.

This was uncharted territory for the bookish mare. Twilight wasn’t sure what the appropriate point was. She suspected, as sweat dripped from her neck, that more was better, and so held on desperately, gritting her teeth as her hips slapped against Rarity’s with furious determination. But hearing her friend’s ardent cries was becoming to much, too arousing. Her control was slipping, slipping, slipping.

And suddenly, it was gone.

Twilight cried out as her hips spasmed, the pressure draining out of Twilight and into Rarity’s grasping depths. The tip of her horn exploded in a cascade of magic sparks, triggering an amorous reply. The white unicorn screamed, her horn shining brightly and throwing curling contrails of sparks. Her ears lay flat, her hips jerking and gyrating crazily as she threw her head back. The pleasure just went on and on until she had shouted herself hoarse. Her entire body trembled as her hips flew furiously. On and on, Twilight’s member twitched inside her, the thick viscous fluid squishing out with each pulse. Eventually, the pleasure lessened in both force and intensity until Twilight collapsed, their coats slick with lather, their sides heaving.

By now, Applejack was so aroused, her marehood ached. She whimpered with each breath, seeing the two mares tumbled together. It isn’t fair, she thought to herself, trying to shut her eyes against the scene before her, but it did not avail her.

Slowly, ever so slowly, Twilight and Rarity drifted down from the heights. Rarity’s eyes fluttered open, and immediately she saw a vision of orange and blonde need.

“Twilight?” Rarity ventured, not sure if the bookish unicorn had recovered enough for coherent thought. “Are you alright Darling?”

“Ask me tomorrow,” the purple mare giggled. She shifted and Rarity winced. Twilight immediately noticed. “Oh! I’m so sorry! Shall I.. um, pull out?”

“Please. My hind legs are aching, somewhat.” As if to punctuate Rarity’s plaintive comment, her coat shivered with a pleasant aftershock. Twilight carefully retreated, her member leaving Rarity with a pop, who grimaced at the sudden cold, empty feeling. An impossible amount of white syrupy fluid gushed out of her. And then she stared. “Twilight, I- I’m at a loss for words.”

“What do you mean?” Twilight asked, staggering a little. At the feeling of cold she looked down.

“What? Why! How?” she gaped at the still turgid member. “it’s still... hard! Why is it still hard?” She turned to Rarity who was smiling beatifically. “Um, Rarity... why are you looking like that?”

“Because, dear heart, some one else needs a little attention,” she replied with a smug nod. They turned to see Applejack’s marehood winking at them, the orange mare’s cheeks flushed a bright, delicious red. They could hear the cute mewling panting. “And,” the fashionista continued smugly, “I’ve heard tell that sometimes it takes a few,... shall we say, discharges? Before you can put that away.”

Applejack flushed, thoroughly embarrassed but so insanely aroused, she could only focus on the long protuberance that jutted wickedly from between Twilight's withers. The purple unicorn gasped as Rarity reached out and stroked it.

"And you want this, don't you, A.J.?" The prone cowfilly clamped her lips together in a whimper as a drop of fluid traced the veins of Twilight's member. "You're scared and aroused and all you know is that you want to be bucked so hard by this beauty that there is nothing stopping you but your stubborn pride." The fashionista continued to run her hoof lightly up the sensitive length, all the while teasing the orange earth pony. "You want this don't you? Inside you? Filling that deep, deep emptiness, that's-"

“Yes!" Applejack cried out, unable to contain herself any longer.

"Then say it." Those sapphire eyes gleamed. "Tell Twilight what you want... what you need."

"I... I want you to... put that.... in my... in there." She could feel her face flushing more and more with each shameful word.

Twilight, in a stupour of pleasure, was silent, her eyes glued to Applejack's upraised rump, which pleased, embarrassed and aroused the applebucking champion to no end.

"What? I'm sorry Applejack," Rarity teased in singsong," we're not really sure what you mean, do we, Twilight?" She gave a particularly vigorous caress and the purple unicorn's hips twitched, thrusting towards the immobile mare. "Please, be more specific, darling." Applejack swallowed compulsively.

"I... want you... to put your... thing... in my marehood. Please, Twilight."

"Sorry!" The white hooves began to move faster. The look of ecstasy on the purple mare's face was so adorable. "Can't hear you for all the sexing!"

“I need it! I need it so bad it hurts!” Once she started, she couldn't stop. "Please!"

Twilight felt something stir inside her, rising up like a wave of strength. Something was reinvigorating her fatigued muscles and she rose on shakey hooves. The huge length swayed beneath her, slick with mingled desire. Each step, she grew stronger, until she reached the sprawled earth pony. She could smell the sharp tang of Applejack’s arousal, which blended nicely with Rarity’s more subtle scent.

“Do me! Buck me!” The orange mare cried out plaintively, her eyes shut tightly, no longer caring about her humiliation. "Rut me so hard I won't walk straight for a week!" Twilight trotted up behind the farmfilly. The cornsilk blond tail was hiked high and the flower of Applejack's marehood was in full bloom. A translucent wetness dripped steadily from the winking depths. Twilight had a sudden thought and took a large swipe with her tongue. The orange mare groaned sexily. The librarian paused. The flavour was tangy, salty and sweet. She decided she liked the taste. Without preamble, Twilight hooked her forehooves up around her thighs and plunged her tongue into those mysterious depths.

Applejack moaned and shuddered as Twilight swirled her tongue against the shivering folds, her muscles flexing and tensing. Nectar spurted into the purple mare's open mouth and, partly out of curiousity, partly out of not really knowing what else to do, Twilight swallowed as much as she could. She rubbed her teeth lightly against the small nub and was rewarded with another heady splash as Applejack yelped. Before she could swallow, white hooves reach up and pulled her down onto sweet white lips, a tongue parting her own lips and savouring the commingled fluids. Twilight came up for air with a gasp. Rarity was lying under Applejack's canted barrel and was smiling up at her with hooded, seductively breathtaking eyes.

"I always wondered what Applejack tasted like," Rarity smirked, licking her muzzle as she released Twilight. "Nice and tasty. Are you ready for the main course?" The little librarian shuffled closer and reared up on her hindlegs. She lay her forehooves gently on the mare's upraised rump and gasped as a white forehoof grasped her bobbing length from under the orange earth pony.

"Please, allow me," the white unicorn murmured, before sliding opening her mouth and sliding the girth inside. She slurped sloppily, coating the throbbing length with a copiously thick layer of saliva while the purple mare's eyes crossed in pleasure, her hips twitching. The supine mare smiled as she placed the tip at Applejack's opening and rubbed, teasing her two friends. Twilight's hips spasmed uncontrollably and she sank into the orange mare with a grunt.

Before today, the farmfilly had never had an orgasm. Sure, she'd had funny feelings when looking at an especially attractive mare or stallion, but those feelings made her stomach squirmy; she attributed it to a sort of sickness or revulsion than sexual arousal. Her long days of chores ensured an exhaustion at night that superseded any other activities; she had never felt the need, urge or interest to clop. Her withers were just simply never given any consideration.

"Oh buck, oh buck, oh buck, oh BUCK!" Applejack shouted as the thick shaft filled her aching need, her eyes rolling upward. As the long warmth entered her, the explosive glow she experienced from Twilight's tongue was magnified a thousandfold. Her hips swayed instinctively backwards against the steady pressure that was filling her, each motion igniting sparks that danced through her body.

Twilight marveled at the intensity that shivered around her shaft, the incredible tightness that gripped her. Applejack was slick and silken, her incredible rump flexing as she pushed further and further into the orange earth pony, the very first friend she had made in Ponyville. The fine yellow tail thrashed back and forth, whipping against her chest as she pressed forward.

She wondered at the differences between her two friends. While Rarity had squealed and cooed, Applejack unleashed deep, sexy, full on hollering. The white unicorn was soft, supple, pliable; beneath the farmfilly's soft coat flowed firm, powerful muscles. Rarity has squirmed in a very cute ladylike manner. Applejack jammed back against her, each squelching penetration accompanied by an expletive.

"Plow me, Twilight" the farmfilly shouted. "Give it to me! Ram your hard cock in me! Ride me hard! Rut me! Ruuuuuut meeeeee!" Twilight's cheeks pinked in aroused embarrassment when the cowfilly cried out "Break me! Split me in half!" Her horn began to glow again, magenta tendrils of magic running from the base to the rounded tip. A globule of alicorn formed and slid down into her sweat matted bangs.

"Ohhhhh," the orange mare suddenly gave a low quavering groan. Each "Ohhhhhh!" was louder and higher. Twilight gripped her friend's hips and thrust harder.

Rarity marveled at Twilight's stamina. Sweat was lathered on her coat, falling to the floor in big wet dollops. The intense look of concentration, the slight dimple in the mare's brow was so adorably cute. From her vantage below, she could clearly see Twilight plunging deep into Applejack's pink fleshy depths. She was entranced by the fact that Twilight seemed to still have her marehood that dripped with desire. She could also see the the orange mare's trembling orgasms, her stretched lips tightening around the long, pink, mottled shaft. Applejack was dripping all over her muzzle. Her beloved friend seemed stuck, though. Her rigid hind legs wee still rock hard and tense. She wished she could help. With a wicked little smirk, Rarity placed her forehooves around atop Twilight's and stretched upward, tilting her head to the side, being careful with her horn.

Applejack's eyes rolled back into her head as Rarity's lips closed over her clitoris. The pleasure became a whirling dervish, a run away stagecoach. Applejack felt like she was racing on a field of pleasure, towards a precipice that she would joyously leap from. Twilight's eyes crossed as the fashionista lapped at the bottom of her shaft as she pulled out, tonguing the purple mare's own folds when she thrust forward. The glow around Twilight's horn grew brighter.

"It's coming," the cowfilly cried out, "it's coming, it's coming, it's coming!" She didn't even know what she was saying. Words came spilling out of her, as if the explosive pleasure was too much to contain. And suddenly, the little, running orgasms coalesced into a single, mind blowing full body shiver that ran from the hooves of her hind legs, all the way up her spine, and to the roots of her mane.

"Oh BUUUUUUUUCK!" Applejack howled as her entire body convulsed. Twilight held her as the cowfilly swayed, those muscular hips jouncing crazily. The purple unicorn's hips drove into her, her orgasms spraying out around Twilight's impressive girth, splashing torrentially over Rarity's finely coiffed mane. Rarity continued to lap around the thrusting shaft, her eyes closed tightly as Applejack's passion continued to fall on her. The orange earth pony heaved and shook, the ecstasy crashing, crashing through her in every increasing waves. Twilight was biting her lower lip as she thrust desperately into Applejack's fluttering depths, her horn now glowing brightly. Green crackles of energy were now snaking out and snapping against the orange rump. The building pleasure was pooling in her hindquarters. Somewhere deep inside her there was a coalescing, a critical mass of sensation that threatened to break her control.

Rarity's eyes bulged, crossing. Applejack had dropped her head and was howling into her sensitive marehood, her lolling tongue moving energetically. Her hips began snapping in time as the farm filly's cries blew right into her sopping core and she knew she wasn't far off from the brink herself. She looked up through the haze of her own pleasure to see Twilight's pained face and knew what she had to do. She stretched her neck out and very deliberately grazed her teeth on Twilight's hood, scraping carefully against the little nub as it was exposed. Twilight gasped sharply.

And then she screamed.

She thrust as deeply as she could into Applejack, her hid legs rigid and shivering. She pulsed again and again deep inside the hoarsely hollering applebucking champion. Her eyes rolled back into her head, alicorn spewing in thick glowing globs, spattering magic against the orange mare's coat, setting off new waves of convulsions. Her marehood rained sparkling passion down onto the white unicorn beneath their straining bodies, touching off an explosion of pleasure that set the mare squealing, the immaculately manicured hooves dropping to hold the farmfilly's head tightly, forcing the muzzle deep between her legs.

The three friends heaved and trembled together, until Twilight, unable to keep standing, collapsed. Her member slid out of Applejack with a resounding pop, a gush of fluid erupting from the still shaking lips onto Rarity's mane, mixing with the sticky wetness. Applejack fell on her side, pulled along with Twilight, unable to move but for the lingering aftershocks of pleasure that shivered her coat. Rarity carefully extricated herself from the tangle of hind legs and dragged herself up, pulling the purple and orange mares against her. They lay gasping, with not a thought or care in the world.

"Well," Rarity said, the first to catch her breath, "that was truly something!"

"I can't believe it was so good," Applejack panted. "It was like... I don't even know. Incredible." She shifted. "I can't believe I said... those things. And that... it was... my first time." Rarity, concerned, wrapped her foreleg around Applejack pulling the embarrassed mare even more tightly against her. Twilight also felt like her world had... shifted, somehow, but filed that firmly away in the face of Applejack's obvious discomfort.

"Applejack," Twilight put a forehoof on her friend's shoulder. "It was my first time too. I... I'm glad it was with you." She looked up into the eyes of the white unicorn holding her. "Both of you. It was so totally unexpected, but so special, even if it was a little weird."

"A little?" Applejack chuckled, touched. Twilight sighed.

"Okay, a lot weird," she said stifling a yawn. Rarity and Applejack followed suit, the white unicorn's jaw cracking as she tried to repress the languid lassitude that began to seize hold of them. She hugged the mares in her arms tightly for a moment.

"I love you. Both of you," she sighed with happy affection. "I can't think of any two mares I'd have rather been with like this. Why don't we take a small nap," Rarity paused, yawning again before continuing, "and then try and sort this out when we're rested."

"Sounds like a plan," the farmfilly replied drowsily. Twilight made a noise of assent, her eyes closed and already drifting off. They curled up against the designer unicorn and were soon fast asleep, too tired to notice a shadow by a window steal away.

~.o0o.~

Chrysalis glanced uneasily at her escort as they mounted the long winding stairs to the reception hall. It was much as she recalled, the soaring towers of marble, topped by lavender shingles, the wide avenues, finely manicured lawns, immaculately tended gardens. Of course, the last time she was in Canterlot was to quietly sign the peace treaty. At that time, the streets were lined ponies, their anger and fear a palpable pall, held back only by the Dawn Patrol and the Lunar Guard, working together in unison during the dusk of one of the moonless nights. The dark mutterings, the twitchy hooves, she remembered them all. She answered them all with her trademark sneer, her eyes half-lidded and knowing.

They made their way into the walless castle and up the sweeping, wing-like stairs that lead to the receiving hall. The twenty foot high golden double doors of the main walk opened into the cavernous, window lined hall. A plush, gold trimmed and crimson velvet carpet swept from end to end covering a diamond patterned floor. Ponies of all kinds stood in a line awaiting the pleasure of the Sun Princess. Chrysalis' eyes narrowed slightly.

"Her Royal Majesty, Chrysalis, Queen of the Changelings, Lady of the Infernal Gate, Duchess of the Red Sands, Guardian of Tartarus!" the herald bellowed as she entered, calling out her titles.

So Celestia was gong to parade her past subjects, laying the implication of subservience on her majesty, like some lackey rushing to her summons? Is she also going to make me wait, she wondered bitterly.

As if in answer, the doors at the far end of the receiving hall opened, bright light shining through.

She emerged, tall, sleek and beautiful, her almond eyes ringed with dark eyeshadow, her hooves graced by intricately and cunningly wrought gold, her royal crown and torque shadows against the natural glimmer of her pure white coat. Her mane and tail flowed, like waves on a mysterious shore, the pastel colours of pink, yellow, green and blue shimmered. Always the better entrance, Chrysalis noted ruefully, remembering to breathe.

The other ponies gasped and knelt, some scrambling to prostrate themselves, others lowering gently to their foreknees with practiced grace. The Dawn Patrol and Lunar Guard of her escort, some fifty strong, split and wheeled and joined the guards lining the hall. Celestia, Sun Princess, Guardian of the Day, cantered forward, each pony lowering their head to the ground in reverence as she passed.

The Changeling Queen continued her approach, now alone with, of all surprises, Luna keeping pace behind her and to the right. Luna had delivered Celestia's request to attend her at her earliest convenience. Chrysalis knew what that meant. She had surveyed the Guard arrayed against her. Luna was at her tallest and most lustrously powerful; the full moon, still below the horizon, was hidden from view. The Guard obviously well trained. She had felt the cold fear in the minds of her own escort of five changeling princes for a second before she acceded to the request. As such, the worded request could not be refuted or denied. She stared straight ahead at the approach of the sun.

They met, perfectly, in the centre of the hall, in the middle of a circular pattern inlaid into the stone, where the overhead dome made of crystal shone sunlight down upon them.

"Chrissy," Celestia said with a warm, welcoming smile, "it's been too long."

"'Tia," Chrysalis replied guardedly.

"Welcome back, Luna," she nodded as the Moon Princess took her place beside her.

"My thanks, sister." They shared a soft look. What is she playing at, Chrysalis wondered as Celestia turned to the petitioners.

"My loyal subjects," she said, using only a fraction of her royal voice, yet the tone of authority was there, "Audience hearings are at an end for today." Some of the ponies shifted uncomfortably in the silence. "Minister of Appeals," she called out. A unicorn at the head of the line scurried close and bowed.

"Yes, your Majesty?"

"See to my citizens and ensure each are given a token to return on the morrow."

"At once, your Majesty," the unicorn bowed low once again. Celestia had already turned back to her as the minister called some guards over to assist him.

"Come," she said, gesturing with a hoof, "walk with me."

"As you wish," she replied, wincing inwardly at the openly fawning sound of her voice. "Although I am sure I don't have anything to say to you." She hadn't meant for it to sound so harsh, and behind her she heard a few gasps of incredulity at her rudeness.

"I wished to see you," Celestia said smoothly, turning to lead the way and forcing her to follow after. She continued as if the Changeling Queen had asked a perfectly sensible question, "and speak with you before you continued your journey." It was a form of her magic, she knew, but couldn't help relaxing into the warmth. "Sister?"

"I must rest if I am to raise the moon in the next few hours," the midnight blue mare shook her head, her flowing, sparkling mane intertwining briefly with Celestia's own. It should not have surprised Chrysalis that Luna's mane held the same subtle soft pink highlights that Celestia's, yet it did.

The Sun Princess led the way to a small side door next to the audience chamber and Chrysalis followed close behind into a small narrow corridor. She heard a click behind her and she felt a moment of panic, seeing that Luna had stopped and closed the door behind them. They walked in silence, single file, down the gently sloping floor. She could see the light now at the end, bright and blindingly natural.

It opened into a sunlight courtyard, the light of the setting sun burnishing everything with a solemn, burning orange. Lush grass wound through several open courtyards, suspended in the air by delicate spires, rising and dropping. Ivy and grapevines hung from hatched arbors of warm fine wood. A well trodden path picked its way through the arches arbors. Celestia fell into walking the packed dirt path, sighing with relief at the soft surface. Chrysalis walked beside her, sullenly silent. Celestia had called her, let her speak first. She turned her head against the breeze as they walked under an arbor decorated with small pink flowers.

"I assume you are heading to Ponyville?"

"Yes," Chrysalis replied, tersely. They continued to walk in silence. She could see diminutive figures of ponies in the courtyards below and she sneered.

"I wish you wouldn't do that," Celestia said in a quiet, confidential tone and Chrysalis shivered, surprised at how much she had longed to hear it. Damn it, and damn her!

"What?" Chrysalis replied sullenly, looking at the white coated monarch. Celestia's concerned was like a slap in the face and she turned away again, then she paused as the presence, the warmth that radiated from the Princess left her side. She found her standing at the edge of the floating garden, gazing at the ponies at their play down far below.

"You have been more help than you know, Chrissy. And being so near to Tartarus can be trying."

"Oh, no, with dragons and gryphons for neighbours, there's no shortage of companions," she sneered. Seeing the dimming of the Princess's eyes, she relented. "But I did choose it, 'Tia. In the end, I chose it."

"I know. How are Al, Meg and Tisi?" Chrysalis snorted, smiling.

"You know they hate it when you call them that?"

"And call them Flangelia, Bloodfeather and Thunderhoof?" They shared a laugh. Oh, goddess how she missed this. The warmth of her gaze, the small knowing smiles... no, stop, you have to stop! She frowned.

"And how is your dear sister these days?" Celestia's eyes dipped slightly before returning.

"She is acclimatizing admirably. There was a bit of trouble when she finally learned of Nightmare Night, but... she had help."

"I've head," Chrysalis muttered, her eyes narrowing. "In a report. Your protege, Twilight Sparkle." She had to control herself when she said 'protege.'

"I see," Celestia murmured in reply, "that your network is as strong as ever. And this is why you are on your way to Ponyville?" Chrysalis hesitated before answering.

"You felt it too, didn't you? How could you not? The resonance on the esoteric planes is still reverberating with it."

"Did you also receive a report that Twilight Sparkle was injured in some magical mishap?"

"I have heard," the Queen replied grudgingly. "She is involved, obviously."

"Perhaps, but not as you think."

"If she's dangerous, we'll do what needs to be done," she retorted, her face screwed up with the old emotions of longing, betrayal and shame.

"Wait for a moment, if you will," the Sun Princess asked, turning to face the sun as it began to set, her horn glowing brightly as she lowered the sun in safety. The sky faded quickly now, darkening from the burnt orange to softer, deeper hues of blue, purple and finally, black. Her eyes prickled. Chrysalis had always admired her this way, before the dusk came. How long she had been staring, she did not know. As the last glimmering sliver of sun fell below the horizon, Celestia turned to her. She whipped around scrubbing at her face furiously.

"'Chrissy," Celestia began gently.

"No!" she snarled, more at herself than the Guardian of the Sun, then continued in a more subdued, weary voice. "Please don't call me that anymore. I am Chrysalis, Queen of the Damned, Guardian of Tartarus, Princess of Shadow. I can be trusted. And I will serve." With that last bitter word, the Changeling Queen trotted out of Celestia's private gardens.

~.o0o.~

Celestia stared after the tall rangy figure for a moment before speaking.

"You can come out now, Lulu." The shadows near a bench seemed to darken briefly before the beautiful Moon Princess appeared, joining her glimmering sister, the white coat glowing in the twilight. She nuzzled the taller mare before they both turned to watch the Changelings emerge from the main gates below. As one, Chrysalis and the princelings leapt into the air in a perfect formation. They flew around Canterlot once to gain altitude, Chrysalis's head turned firmly away, then departed, flying south towards Ponyville.

"I," Luna paused to craft her words carefully, "I didn't think she'd still be so, so bitter, and hurt." There was a long pause.

"Our falling out was as much my fault as hers. We've all made choices, and mistakes." Celestia spoke softly in reply.

"I can't but pity her... and understand her as well." They stayed silent for a moment. "While I attempted take a nation, she created her own. Envy is a powerful thing."

"Our lot will never be easy, but perhaps..." Celestia's voice trailed off as the formation of changelings faded into the glimmering night. "Perhaps there is still hope. At least for her."

"So you think that Twilight can do it?"

"I have every confidence in my most faithful student." Luna gave a derisive snort.

Celestia did not reply, staring out into the darkened night sky. Luna turned and faced the other way, her horn flashing a bright blue tinged light and the moon slowly began to rise.