Twilight Sparkle & Lockheart the Harlot

by TheTwerp

Rating: mature
Tags: Twilight Sparkle, Sad, Applejack, Original Character, My Little Pony: Friendship is Magic, Rarity, Romance, Sex
Length: 17647

Twilight Sparkle, the sun's favoured foal, famous, powerful and still single. One day she encounters a pony named Lockheart, a beautiful mare who might just have an answer to this problem.

Twilight Sparkle is the sun's favoured foal. A famous, powerful and brilliant mare who is seems cursed to be alone. On a normal sunny day she encounters a pony named Lockheart, a young beauiful mare who is roughly treated in front of our favourite purple pony. Disgusted at the fact none of Ponyville will help her Twilight Sparkle takes the opportunity to make a new friend. But this soon turns into something more...

~~~~~~Clop Story with Swears: Ye have been Warned!~~~~~~

Published 2014-03-23 15:50:03 UTC
Last updated 2014-03-23 15:50:03 UTC

Twilight Sparkle & Lockheart the Harlot

"Love is something far more than desire for sexual intercourse; it is the principal means of escape from the loneliness which afflicts most men and women throughout the greater part of their lives."

- Bertrand Russell

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Twilight had just exited the market when it happened.

The young mare was trotting away from Jewels and Junipers with a hearty smile adorning her lips. She had undertaken a trip to the store to purchase an assortment of supplies to feed herself and a voracious young dragon. Her last batch of gems she had bought for the drake had been mysteriously devoured over the course of the night before. Twilight let out a slight giggle at the memory of Spike with his face pouting, trying desperately to convince her it had been a burglar who had broken in and made a ruby sandwich.

So the mage now strolled the streets her saddlebags laden with rich red gems and packs of dried flowers. She had not done this for free however as the young dragon had promised that in exchange for the gems he would go to Rarity's and help babysit Sweetie Belle tonight.

Not much of a punishment. Twilight thought idly.

Still he has been good this last week so I'll let Rarity spoil him for a night.

Giggling again Twilight entered the main street of Ponyville, the great oak of the town’s library and her home towering in the distance. Celestia's burden, the great golden orb of the sun was set high in the sky while its mighty rays blazed down the cobbled streets. The heat would have been oppressive if not for few helpful pegasai who had deposited the surplus clouds from spring around town to create cool areas of shade.

Pausing to stand under one of these clouds Twilight allowed her gaze to wander to the shops and little Cafés that dotted the high-street. In a few seconds the smile that had tugged at her lips fell away and in its place a sad frown took over. In every café were pairs or herds of loving ponies who had come out to enjoy the day with their beloved. Twilight felt a sharp pain glance across her breast as her eyes settled on the image of a young mare side-to-side with a strapping young stallion, her belly swollen with a foal. The mare laughed and smiled as her stallion playfully nipped at her ears. Turning away from the display of affection the unicorn felt her ears droop and scurried away.

Quickly entering a small side street, away from the love struck couples, Twilight decided to take the long way home. Walking along the small streets filled with cosy looking homes the mare felt her good mood return a little and stopped just outside "The Mad Hatter" to do a little window shopping. The place was a bit obscure as it rested away from the rest of the market area but the owner, a rather lanky stallion named Mr Hat, seemed to be doing just fine as Twilight herself often frequented for some of his tea blends. After examining the hats and tea sets on offer Twilight made an attempt to leave when an almighty crash broke her concentration.

Letting out a startled whinny at the sudden noise Twilight turned around only to be greeted with a strange sight. From the look of the scene it appeared that while her attention had been fixed on the shop a cart had made its way down the street and collided with a young red mare. The pony now lay strewn on the ground, her own saddlebags cast off with their contents clattering to the floor. A single moment passed as the bulky stallion pulling the cart paused to look at what had happened before his gaze settled on the mare. In an instant the stallion moved off, ignoring the pretty pony and leaving her behind.

"How rude!" Twilight muttered irritability, her mind mentally ticking off the pony who would be getting his late fees doubled.

The red pony rose shakily, her eyes lowered, as she sighed and began to pick up the contents. Twilight cast her gaze up and down the street looking at the slew of ponies who meandered around. She waited a full moment expecting a rush of movement to help the mare in distress. Still after a few seconds it became apparent that nopony was going to help, in fact it looked like nopony was even going to acknowledge her presence. Townsfolk who normally would be the nicest, most helping ponies ever wound their way around her as if she wasn't there.

"What the hay?" Twilight growled her face twisting into an angry scowl. "I'm gonna double their late fees too."

Shaking off her displeasure the mare started toward the red mare. Trotting up briskly Twilight picked her way through the stream of broken glass and spattered fruit to stand in front of the mare.

"Um excuse me? Would you like some help?" Twilight asked with a worried tone.

The mare in question stopped, an apple lodged in her mouth, as her gaze lifted filtering over Twilight. It was then as the pair stood looking at each other that Twilight actually noted what the mare looked like.

The mare was a slender earth pony with a coat of rich cherry red. Her mane was a deeper shade of red that was almost black with long dark locks tumbling down her neck in graceful rivulets. An intoxicating aroma of cinnamon swirled about her as her long groomed tail swished gently in the breeze. Her eyes were a light shade of pink with long black lashes framing the playful smirk hidden within. Her body was sleek and sensual, thin in the middle with large swaying hips. Hips that were adorned with a Cutie mark of a bright purple star emblazoned on a pink heart which were all wrapped in feathery gold chains.

Twilight felt her breath stolen away as she looked over the red mare. A sense of nostalgia was smashing into Twilight as she felt her face redden slightly. The mare was familiar, the smell of cinnamon, the mirthful eyes, all of it Twilight had seen before in some place she couldn't remember. Before Twilight had chance to think on it her thoughts were interrupted by silky sound of the pretty red mare.

"Sure thing Honey." The mare said her mouth drawn into a playful smile.

Twilight felt her heart sputter at the sound of her voice, a lyrical song bird could not match the perfect tone that she echoed. Twilight gaped for a moment before remembering where she was and clumsily shaking her head. Quickly summoning her magic the mage wrapped the spilled goods in an aura of lavender.

"R-Right here you go." Twilight stammered unaware of a huge blush pinching her cheeks.

Twilight began to weave spells into the area as a sudden desire to impress this pretty mare. Pouring all her magic into the spells Twilight picked up every shard and spilled liquid. In a bright purple flash the broken bottles were reformed along with their contents safely inside.

"There!" She called out happily with sweat forming on her brow.

"Oh why thank you Honey!" The red mare said gleefully.

The pretty mare smiled before lifting the contents of her shopping back into her saddlebags. Nodding to confirm it was now secure the mare returned her attention to Twilight.

"Say, I hope you’re not looking for a freebie." She giggled, causing Twilight's heart to flutter. "Although after that display I might be inclined..."

At that the mare burst out into great peals of laughter, each one sounding like the bell of an angel. Twilight felt a goofy smile crawl over her muzzle as the infectious laugh brought her a warmth in her thundering chest.

"Freebie?" Twilight asked sheepishly after a moment. The other mare stopped abruptly, her gaze flitting back to Twilight, the mirth becoming panicked for a second.

"Oh my!" The mare fumbled for a moment before bringing her snout up to Twilight's, the panicked look dropping away. "It seems you don't know who I am?"

"Uh..." Twilight said flustered at the sudden closeness.

"My name is Lockheart." Lockheart stated before firmly nuzzling Twilight on the cheek.

"O-Oh nice to meet you! I'm Twilight Sparkle" Twilight stuttered trying to move away from the intrusion of personal space. "I'm sorry I'm new in Ponyville."

"New?" Lockheart giggled. Pulling back she motioned for Twilight to follow. "Honey I think the sun's favoured foal has called this place home for over three years now?"

Twilight mentally slapped herself as she followed, of course ponies here knew her.

"Oh, you know me." Twilight said feeling silly.

Lockheart let out a rich giggle as she began to walk, all the while her hips swishing back and forth. The image reminded Twilight of all those mares who model on catwalks.

"Of course." Lockheart smirked. "Who doesn't know Twilight Sparkle? Why she is renowned as the student of the wise and righteous Princess Celestia and saviour of our beloved Princess Luna!"

Twilight felt her ears splay as she followed, her face burning with embarrassment, she was used to praise but this was a little too much. Ponies in the street were turning to look at the odd pair, those that looked at Twilight gave her looks of appreciation, but she noticed that any pony that saw Lockheart wore an odd look of disdain.

"P-Please it's not really that big a deal..." Twilight muttered trying to hide her face.

"Pfft!" Lockheart laughed. "If you say so Honey. How about we go somewhere quiet?"

"Uh...sure." Twilight said eager to be away from the staring ponies.

Twilight followed the strange mare along the paths that would of lead back to her home anyway. As they walked she found her eyes constantly flitting back to the mares round hips. The mare’s luscious black-red tail swirled about her rear with every bob of her hoof steps. Each sway never quite revealing as much as Twilight wanted it to. Shaking her head at the errant thoughts Twilight found that the pair had walked to the little flower garden a few streets away from her home.

The small garden was a place that Twilight often found herself on sunny days like this. The place had nothing of note aside from a few benches and flower patches. The place being too small for foals to play meant that it was always quiet here, allowing certain mares a place to read outside in peace. Lockheart wandered into the area, her eyes sweeping around. Nodding at something, Lockheart moved toward a bench that was sheltered by a large cherry tree, the pink blossoms swaying with the breeze.

"I must say I was quite surprised to find a mare like you helping a mare like me." Lockheart said after settling down and motioning for Twilight sit beside her.

"Huh?" Twilight said, plopping down on the bench. "But why wouldn't I?"

"Well no pony really helps ponies like me..." Lockheart said with a wistful tone.

"Hmph!" Twilight snorted crossing her forelegs. "Well I'm not about to let some stallion push a pony over and do nothing. I know a few ponies who are getting in trouble soon."

Memoires of a large white alicorn towering over her, a gentle smile and loving embrace, followed by lessons in manners and etiquette surged forth. The unicorn prided herself on the lessons her mentor and graced her with. Such actions would have been swiftly dealt with if Celestia had seen it. Twilight sat with an angry scowl, still fuming over the horrible behaviour of her fellow townsfolk when the angelic laughter took up again. Turning to her companion Twilight felt the goofy grin return as she watched the mare laugh with a sultry smile.

"Oh Twilight, you're a mare after my own heart!" Lockheart chuckled her long black eyelashes fluttering. Twilight shuffled about on her seat nervously scuffing the boards as the blush still nipped at her cheeks.

"W-Well I just don't like ponies who do that type of thing." Twilight said.

"Well either way thank you." Lockheart leaned over and nuzzled Twilights cheek again, eliciting a harsher blush.

"S-So! What...um...what do you do here in Ponyville?" Twilight stammered in an effort to divert the conversation.

"Mhm?" Lockheart hummed pulling back to stare directly into Twilights eyes. "Oh you know, I offer ponies a bit of company."

"Company?" Twilight asked her mind blanking as she ran over what that could mean. "What kind of Company?"

"Oh you know the kind only a "Mare of the Evening" can provide." Lockheart said her mouth drawn into a smirk as she air quoted.

Mare of the Evening? Twilight thought.

"What's that?" She asked timidly.

Lockheart's smirk was replaced with a kind of blank expression as she looked over the purple mare again, her eyes searching for something. "...Oh dear."

"I'm sorry, did I offend you?" Twilight said, feeling self-conscious at the mares piercing gaze.

"Huh? No!" Lockheart said quickly waving her hooves in an effort to dispel the awkward aura. "I just thought...No never mind."

Lockheart looked away before bringing a hoof to her chin. The long slender hoof remained there for a few moments as the pink eyes closed in thought. Her head tilted to the side a little leaving a tumble of dark red locks flickering in the breeze, an effect that Twilight appreciated.

"I hope you'll forgive me Twilight, but can I ask you a few questions?" Lockheart asked her eyes still closed.

"Oh sure, go ahead." Twilight said with a smile.

"Well I have seen you around town before and I noticed that you seem to be rather sad sometimes." Lockheart said turning to look at the other pony, her long slender hoof gently resting on Twilight's.

"O-Oh really?"

"Always stood alone on Hearts and Hooves day? No handsome stallion or dainty mare at your side?" Lockheart patted the hoof affectionately. "Tell me Honey, are you lonely?"

A pain flared in Twilight chest as she thought back to earlier. The happy couples all striding down town holding hooves and playfully enjoying each other’s company. Images of Twilight stood next to a wonderfully handsome stallion or achingly gorgeous mare flitted past, all with her smiling and laughing happily.

"No." Twilight said lowering her gaze, her tone becoming flat. "I have lots of friends and I am very happy and not in the slightest lonely."

"Really?" Lockheart asked incredulously. "Not even a bit?"

"..."

"..."

"...S-Sometimes..." Twilight mumbled, afraid to look up at the mare who now muzzled her outstretched hoof. "I mean I have my friends but..."

"Friends are not always enough, Mhm?"

"Yeah..." Twilight said grimly.

"Do you still want to know what I do?" Lockheart asked.

"Uh, sure." Twilight replied perking a little at the topic change.

"Well I am an expert at making lonely ponies happy." Lockheart said, raising a hoof to stroke a blushing Twilights chin. "It's what a "Mare of the Evening" is good at. I found that out the day I got my Cutie mark."

Lockheart stood off the bench and turned to show off the beautiful pink heart that was etched into her round hips. Twilight felt even hotter as she watched the mark sway back and forth, oblivious to the red hue that replaced her normal facial colour.

*Giggle*

"You like what you see?" Lockheart giggled, finding the sudden rush of flailing hooves to be adorable. "Anyway, the day I earned my Cutie mark I was with a lonely little filly on her birthday, she had just had a party that no pony really wanted to go to."

Flashes of the old Canterlot gardens burst forth. A purple filly dressed in a small yellow party hat, her face an expression of sadness.

"She had no friends and her elder sibling was busy with their own troubles." Lockheart continued.

The image of her brother standing to attention with the guard recruit Captain blaring at him, the young colt showing no look other than blank acceptance.

"Then I came upon her and she asked me if we could be friends, I saw how lonely she was and decided that I would stay with her until her big sister returned."

Further images of a young white colt with soft features and a short cropped golden mane, his joy infectious as the couple laughed and played games.

"It was as I left did I get my mark, my mother telling me how my talent must have been making ponies happy." Lockheart smiled, a small amount of sadness seeping out. "I never saw her again but I think she was happy."

Lockheart paused for a moment, her face drawn into a frown, before settling back down onto the bench. "Did something similar happen to you?"

"Yes...." Twilight muttered feeling water at the corners of her eyes.

"I see." Lockheart replied. "Regardless, I soon turned this talent into a well-paid job, helping lonely ponies find some small amount of happiness."

"U-Uh..." Twilight said shuffling about.

"Twilight, are you lonely?"

"...Yes."

"Do you want me to come over tonight? You know to help you?"

"I'd like that." Twilight replied her gaze locking with the floor again. She felt Lockheart move closer, the feeling of breath on her ears making her shudder.

"Usually I charge ponies for my time." Lockheart whispered quietly. "But that wouldn't be fair, you helped me today so I'll help you for a little bit tonight."

Twilight felt her face burn as the mare whispered, her mind lagging with strange feelings overloading her overheating brain. If any pony else been watching they would have sworn they could see steam rising from her head. Admittedly Twilight had no idea what was going on any more, her mind working extra hard to try and determine what Lockheart was talking about, but she was not about to let a new friend slip away.

"...Ok..." Twilight squeaked in embarrassment, her head leaning toward the other mare. Lockheart giggled before nuzzling the top of her head gently.

"I'll be round the library at eight then? Make sure nopony else is there Ok?" Nodding was all Twilight managed to do as her body shivered from the scented touch of the other mares mane on her neck. With the time agreed Lockheart rose off the seat with Twilight following quickly.

"So I'll see you lat-"

*!*

"TWILIGHT!"

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

In the middle of town an orange coloured blur rushed down the cobbled streets. Applejack panted as she extruded as much energy as she could, her beloved Stetson hat draped over her neck by the string. Any pony that got in her way was either diving for cover or left spinning on the spot by the jet stream the apple farmer left in her wake.

Applejack had never bothered with the idea of hiding your feelings, she wore her heart on her sleeve, as the old griffon saying went. She truly believed that the best way to live was to be open and honest. It was because of this that she was sprinting with all her might, she had to find Twilight before she made a huge mistake.

Her eyes darted back and forth filled with as much fear as blind fury, fury that was so evident on her features the demons of Tartarus would have thought twice before messing with her. She still could not comprehend what was happening somewhere in town it if not for the testimony of Rainbow Dash.

Twilight Sparkle, the sun's favoured foal and Applejack's best friend was talking to that fiendish witch.

"Lockheart." Applejack spat, the evil mares name bringing a touch of revulsion to her.

Rainbow had spied them talking and blasted straight off to tell the others. Applejack and the rest of the girls had been over Rarity's to model a few dresses for Rarity's new catalogue. Rainbow had blasted into the centre of the building, in the process blowing the door off, before letting loose what she had seen. After conveying the story to the other girls, and then apologising to a distraught alabaster unicorn, Rainbow and Fluttershy both went on the lookout for the couple.

According to Spike, whom was still at Rarity's babysitting Sweetie Belle, Twilight had taken the day to go shopping for some more gemstones. Taking it as the best place to start Applejack had scoured the stalls. Finding no sign of her friend Applejack had begun to despair until a few ponies went past muttered.

"Did you see?" A pink mare whispered.

"Yeah, I cannot believe it!" Her lime green friend replied. "To think that filthy mare had the gall to talk to her."

"I wonder why Twilight didn't just ignore her, I would have." The pink one glowered.

"I bet Ms Sparkle doesn't know." The friend sighed. "She's far to kind for her own good sometimes."

"She'll find out soon enough." The pink one chortled. "Maybe she'll get rid of her for us..."

Applejack had let out a predatory smirk at the comments. She knew that Twilight was a sheltered mare, her upbringing with the Princess had shielded her from evil mares like Lockheart. The moment Twilight found out what that mare did for a living she would have her blasted right to the moon.

Snorting with confidence Applejack bounded toward Twilight's home. She took the shortest route directly to the large tree but found it vacant. Letting out a few choice curse words, mostly involving the sun and moon, Applejack stomped the ground in frustration. She was about the start back along the different ways between the market and the library when she heard the distinct Canterlot accent of her purple friend. Rushing up to a small flower garden Applejack found the respective ponies standing from a park bench.

"TWILIGHT!" Applejack yelled.

"EEP!" The purple unicorn screamed, her whole body blasting into the air. As Twilight tried to recover Applejack stomped forward noting the other pony there merely stumbled a bit in shock before locking an angry glare at Applejack.

"Well I never..." Lockheart said.

"Ap-Applejack! What are you doing?" Twilight shouted back upset at being scared so badly.

"What'am ah doing?" Applejack glowered, her tail flickering about in rage. "What're you doing?!"

"Huh? I don't-" Twilight stammered confusion plastering her face.

"Why we were just having a nice conversation that was rather rudely interrupted I might add." Lockheart said haughtily.

"T'ain't no conversation with you that's nice." Applejack growled moving closer to the couple.

"Oh but I disagree Applejack." Lockheart scoffed as she wrapped a hoof around the floundering purple unicorn.

"Y'all take your dirty hooves off her!" Applejack bellowed glaring evilly at the red pony who smirked bringing Twilight into a tighter embrace. Twilight held still feeling a strange comfort in the embrace as her gaze nervously flicked back and forth between her friend and the red pony draped over her.

"Twilight!" Applejack shouted. "What're ya doing talking to this bimbo?"

"A-Applejack!" Twilight flailed her hooves in horror at the remark. "You can't-

"Ah can and ah do!" Applejack levelled a hoof at Lockheart who merely smirked. "Y'all stay away from my friends ya tramp!"

"Girls please..." Twilight pleaded her hopes for peace falling away.

"Oh Applejack you wound me." Lockheart said letting go of Twilight before dramatically bringing a hoof to her face in an effort to hide non-existent tears. "To think it was not so long ago you came to me...begging for release..."

"Begging for release? What the hay does that mean?" Twilight thought.

Twilight could see this situation was rapidly falling into chaos. She had she Applejack angry before, but this was something else. As soon as the words left the red mares lips Applejack froze on the spot. Her mouth began to open and close, her whole face and most of her body turning a deep cherry red. As she watched the orange mare Twilight noted her hooves trembling with either fury or embarrassment.

"L-Li-Liar!" Applejack yelled her hooves still trembling. "A-Ah swear Twilight, Ah never t-touched no filthy mare like her!"

Before Twilight could even ask what that meant Lockheart replied for her. "Really? Huh, I guess it was some other Stetson wearing pony who I remember distinctly shouting..."

*Ahem*

"...Oh Time Turner! Yeah plough that field...Un, Y'all feel so goooo-" Lockheart imitated getting the apple family accent down perfectly. Had the words not completely confounded Twilight she might have been impressed with the rendition.

"Why you, BITCH!" Applejack however appeared to not be impressed, not in the slightest.

As Twilight stood lost in the midst of confusion she finally saw how far Applejack's anger had extended. The apple farmer rushed forward twisting on the spot as she brought her hind hooves up. The muscles coiled and bunched as she focused all her rage into one giant kick toward the pretty red mare. Lockheart didn't have time to react, only her face changed from a mocking look to one of pour horror as the death blow came surging forth.

*SCHWING*

*BANG*

"AH!" Applejack cried as her hooves connected with some hard.

Blinking in a certain degree of pain the orange pony turned around to find a large magical wall. Her whole body shaking from the effort and effect of smashing the wall Applejack flopped to the floor. Glancing up she found Lockheart quivering on the floor in front of her, the red mares eyes locked firmly with the unicorn that floated at her side. Applejack hesitantly let her gaze wander up to the mare she called her friend and felt the blood in her face drain away.

The normally small purple pony drifted a few inches off the floor as her whole body blazed a brilliant white. Her mane had become a torrent of fire with her eyes changing to a searing red that burned with barely contained anger. Lockheart seemed to be paralyzed as she kept her eyes firmly locked on the furious unicorn.

"Applejack." Twilight Sparkle uttered dangerously the words ripping free from the pure white muzzle. "What. Was. That?"

"T-Twi she's a h-harlot!" Applejack shouted her body trembling in terror. "She can't be trus-

"How dare you!" Twilight roared her voice magnified by the magical rage she was captivated in. "I don't know why you don't like this pony Applejack but if you think I'll let you hurt somepony then you are mistaken!"

"Bu-But-"

"No buts!" Twilight pulsed her magic, wrapping the orange mare in a firm telekinetic embrace. "Now you are leaving, and you better not come back today. I am deeply ashamed that one of my best friends would do something like this!"

The fire that blossomed off Twilight's mane began to burn the ground as she leaned forward, dragging the farm mare closer until she was snout to snout with the quivering pony. "You are going to your room and you are going to think about what you've done, when you come back you are going to give me and Lockheart a written apology!"

*SHWOOSH*

With a single blast of energy the apple farmer was teleported away leaving the whole park silent accept for the panting of one exhausted and upset unicorn.

*Huff, Huff*

Twilight was left with a torrent of sweat, tears streaming her face as she feebly tried to recover from the expenditure of so much magic. Plopping down onto her haunches the mare began to weep quietly as she pulled her fore-hooves around herself in an effort to stop the shaking. After a moment another pair of hooves wrapped around her mid-section pulling her into a soft embrace.

"Th-Thank you Twilight." Lockheart murmured sadly, drawing her head up to Twilight's ear. "But you should have left her alone..."

"What!" Twilight shouted her head ducking to sit on her chest, her eyes refusing to open. "Why would I let her do something so stupid?"

"It's no more than I deserve, propositioning the sun's favoured foal I should have known-"

"No! Friends don't let other friends hurt ponies no matter what!" Twilight sobbed her whole body shaking while her hooves now gripped Lockheart's own with vice like determination. "You said you would help me..."

A moment of hesitation was felt before Lockheart spoke again gently nuzzling Twilights wither. "Oh after that display Twilight I'll help you with whatever you need..."

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Twilight had been stood here a while.

She had been watching her own image in the mirror that rested in front of her. The reflection performed that curious trick where the image of her own face was reflected between her eyes and the mirror ad infinitum. The effect had produced a calming effect on her, like playing with a kaleidoscope.

After parting ways with the pretty red pony, Twilight had returned home in a dark mood. The incident with Applejack had taken all her attention as the scene replayed over and over. Dumping the contents of her shopping in the kitchen Twilight had begun to pace the grounds of the Library, in turn putting the closed sign out. Twilight just couldn't understand what Applejack's problem had been. Again Twilight poured over her meeting with the pretty red pony, who while being confusing and having problems understanding personal space, had been nothing but a really friendly mare.

Still the mage could not shake a single thought that kept recurring. No matter how much Applejack was in the wrong, and she was in the wrong, Twilight knew her friend would have never done something so drastic if she didn't believe that Lockheart was bad.

Twilight began to scowl again. She could understand the need to protect her from somepony bad but Applejack had gone too far. Twilight stomped the floor in frustration as her mind wheeled round the same thoughts again and again.

"Ugh...why Applejack?" Twilight muttered flopping her head to the rim of the sink, eyes locked firmly with her own in the mirror.

Letting her thoughts drift again Twilight found her mind settling on the image of Lockheart and her smile. The fluttering returned to her chest as the pinch of another blush wormed its way into her cheeks. She couldn't rid herself of the image of the mare. The mare confused but entranced her, her walk was so sublime, her smile intoxicating and the laugh brought a strange warmth to her chest.

"What is wrong with me?" She muttered again.

After pacing the area of her home Twilight had finally regained enough composure to remember her meeting with Lockheart tonight. After making sure that no pony would interrupt her Twilight rushed up to the bathroom and locked the door. Normally Twilight wore very little make-up, only a bit of lipstick, or something just as simple when it was really important to look her best. Rarity had often complained of how much Twilight could do with her style if she really worked at it.

So she had.

The result was what Twilight was now staring at. She was not a vain pony by any stretch of the imagination but even she was a little awed at how good she looked. The normally cut mane had been given a make-over to show off a new sharp style that clung to one side of her face and ran down her neck, creating a look of dangerous mystique. The mane had been shampooed leaving it with a deep shine that was further improved by a little dash of stardust glitter. Black eye-liner had been applied along with a deep crimson lipstick. She had brushed and styled her tail to be a little more risqué than normal. Taking her little jewellery box, a gift from Cadence, Twilight wrapped a thin strip of golden metal around the base of her horn. She looked at the completed image with a gasp.

"W-Wow..." She murmured.

Twilight swung her head left and right slowly drinking in the sight of her gorgeous mane and face. Her cheeks reddened as she bit her bottom lip, while a warmth seeped into her lower regions. Her hoof involuntarily started to travel south, as she locked eyes with her mirror image. She started to pant her lips quivering as the hoof trailed lower and lower.

*Knock, Knock*

"Twilight!"

"UWAH!"

Tumbling back in blind panic the mare twisted around to rush out of the bathroom, only to run snout first into the locked door.

"OW!" She yelped stumbling back from the door. "Stupid door!"

Grabbing the lock with a blast of magic Twilight opened the door with a great pull, nearly ripping it off the hinges in the process before jumping out and running to the balcony.

"Twilight?" A young male voice called.

"C-Coming!" She called back hurrying further down the corridor to burst into the main lobby. Down below on the bottom floor was a white unicorn who had a small purple dragon sat on her back. "Spike? Rarity?"

"Why hello Twiligh-" Rarity started only to stop mid-sentence, her sea blue eyes widening in awe.

"Twilight? Wow what have you done to your mane?" Spike called the young drake hopping off the stunned mares back oblivious to her state. "It looks really good!"

"O-Oh why t-thank you Spike!" Twilight uttered loudly as she fumbled down the stairs. "It's just a little make-up. Still why are you here?"

"Oh I forgot my blanket when I left this morning." Spike said blushing a little. "I wanted to get it...because...well you know."

*Giggle*

"Oh of course Spike." Twilight giggled regaining her composure. "I know how you are with sleeping habits."

"Yeah...anyway I'll just go get it then we'll go, Ok Rarity?" Spike chuckled as he turned to Rarity. "Uh Rarity?"

The mare in question was stock still, her face flushed as she stared straight at Twilight. The only movement was her tail which was swishing back and forth. Her eyes were wide and twinkling as the mare began to register that her attention was wanted.

"Wha?" She stated dumbly after a moment.

"I said I'll get my blanket then we can go. Are you Ok?" Spike probed moving closer to the white mare.

"Oh!" Rarity stammered backing away, her eyes darting about the room. "Y-Yes, Ok...in fact Spike could you be a dear and give me and Twilight a moment to talk in private please?"

"Uh sure." Spike said a look of confusion plastered on his face. "I'll be down in a minute."

Turning around he locked eyes with Twilight who merely shrugged. Shrugging back the little dragon made his way up into the bedroom he shared with his friend, disappearing at the top of the stairs. Twilight watched him go before turning back to the still flustered mare.

"Rar-"

"What are you doing?" Rarity suddenly said jumping forward to place her muzzle inches from Twilights.

"Wha?" Twilight replied backing away from her friend.

"All the time I've known you." Rarity lifted a dainty white hoof to gently caress the purple mane, the glitter tumbling down in a shower of light. "You've never taken this much interest in being...well fashionable..."

"Hey!" Twilight barked, feeling a little hurt at the remark.

"Oh, no I didn't mean that dear..." Rarity stammered pulling her hoof away upon realizing her error. "It's just-"

"I'm a dork?" Twilight said her tone taking on much more malice than she intended but the anger from earlier rose. "Is that it?!"

"What? No!" Rarity scooted back her hooves flailing to try and calm the angry unicorn.

"I'll have you know that somepony is coming over and I wanted to look nice for them." Twilight snarled bringing her snout close to Rarity's. "Is that wrong?"

Silence settled on the room as the white unicorn went pale, something that was a bit odd to see. "So it's true..." Rarity muttered.

"What's true?" Twilight growled.

"That you and...Lockheart...." Rarity growled back her own muzzle contorting into a sneer.

"What does Lockheart have to do with you!" Twilight yelled the angry feelings spiralling out of control. "What is everyponies problem with her?"

"Please Darling, that horrid mare doesn't even deserve to be in the same room as you, let alone talk to you." Rarity scoffed her snout pointing up in a haughty gesture.

"That's it." Twilight's horn flared as she grabbed Rarity by the scruff of her neck, eliciting a panicked yelp. "All I saw today was a friendly mare get knocked down, no pony would help her or even look at her. Then Applejack comes and calls her horrible names...then you come and talk about her as if she is evil or something else stupid."

Rarity went to respond but found a scroll of paper pushed into her open mouth. "Quiet! Now this mare has been nothing but a good pony to me and she even offered to help me with a...personal...problem."

Rarity's widened again as a great red hue suddenly blossomed onto her white face. Spitting the scroll out she shakily spoke. "D-Darling, there are others, much better ponies to help with this problem. Don't spend your time with that Harlot!"

"Uh, what's going on?"

Both mares turned to see Spike looking a little fearfully at the scene below him. He was holding his blue blanket close to his chest as his eyes flitted between an angry unicorn and a thoroughly terrified one.

"Nothing." Twilight stated releasing her magic and dropping Rarity to the floor with a thump. "Have you got everything now?"

"Y-Yes." Spike said meekly descending the stairs.

"Good." Twilight turned back to Spike a sad frown adorning her muzzle. "Be good for Rarity Spike."

She moved over and kissed him gently on the forehead before turning back to Rarity. "I expected better Rarity. You are an element of harmony, a loving and generous pony, yet you still say such horrible things about another."

"D-Darling..." Rarity sniffled her eyes watering with tears. "She isn't good enough for you."

Twilight stalked forward, taking up a position next to the door. Swinging it open with a pulse of magic Twilight levelled a dark gaze at the white unicorn.

"Get out."

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

She felt so stupid.

Twilight had fought with her friends before. It was a natural process in friendship, one which she often proved to be the hardest. Still Twilight had never truly meant any harm to her friends and neither had they in reverse. She knew that they had her best intentions at heart, always keeping her safe.

It was stupid that she had simultaneously shouted down Rarity and banished Applejack to her room, although that was a little justified, all over a mare she barely knew. Twilight paced around the room again, following the worn grove in the hardwood panels.

*Sigh*

"What am I doing?" She wondered aloud for the fifth time that hour.

*Knock, Knock*

Twilight stopped dead. Her heart almost leapt out of her body as she listened to the sound echo around the room. In the chaos of Rarity's coming over and throwing out she had completely forgotten about Lockheart.

*Knock, Knock*

"Uh...just a second!" Twilight called quickly teleporting to a mirror to check her mane. Once she was satisfied that everything was still in order, Twilight teleported downstairs before pausing for just a second. Taking in a deep breath the mare lit her horn and opened the front door.

*Creak*

"Hello!" Twilight chirped to the red mare who now stood in the doorway. "Lockheart, I'm glad your here."

Twilight smiled for a moment at the image of the red pony, her mane tied up in a ponytail, her face adorned with a small smattering of tasteful make-up that complemented her natural beauty. The smile quickly disappeared as she noticed that Lockheart wasn't making a move to enter, or do anything other than stare with her mouth agape.

"Uh..." Twilight began to blush before looking herself over. "It's too much isn't it?"

The red pony made no effort to say anything but shifted from one hoof to the other. Twilight distinctly heard somepony whisper something but could not make it out.

"I can go change if you like?" She tried again.

"...No Honey, that's not necessary, you're absolutely perfect the way you are." Lockheart mumbled quietly. "May I come in?"

Twilight already blushing from the complement simply nodded her head before allowing the mare entry. Lockheart trotted inside her eyes glancing this way and that, examining various objects around the library, but her gaze always settled on Twilight who was becoming more and more nervous.

"What is going on!" Twilight thought panic tingeing her mind, all the while motioning for the pair to sit in the lounge. "Keep it together Twilight, it's just a visit from a new friend."

"So.” Twilight started with her nervousness showing as she glanced at her guest. “Did you get back home Ok?”

"Yes. I don't live far away." Lockheart replied leaning onto the table and stared at the purple mare for a few moments before she turned to rummage around in her saddlebags.

"Oh good...Um...Oh!" Twilight sat up and grabbed a nearby book, titled The Royal Equestrian Dictionary and opened it while ignoring the bottles and confectionery being placed on the table. "I did some research but couldn't find anything about this "Mare of the Evening" term."

"Well you wouldn't Honey." Lockheart chuckled, plopping down a large basket filled to the brim with various chocolates.

"Huh? Why not?" Twilight asked while eyeing the tasty treats and assortment of strange drinks.

"Ponies don't like to talk about mares like me let alone write about them." Lockheart smirked and began to pull the cork out of a long slender bottle filled with a bright green liquid. "Did you not see how no pony helped me earlier?"

"Yes and it was very rude!" Twilight snorted blowing a bang out her eyes. "Still that doesn't answer the question, what do you do?"

"..." Lockheart paused in her efforts to free the contents of the bottle to look at her companion, a strange blank expression returning Twilight's own. "You really don't know?"

"No..." Twilight mumbled.

"Twilight, my special talent is helping lonely ponies forget their troubles for a few hours." Lockheart said placing the bottle down to look sternly at the other mare. "I am the type of mare that takes money for certain services, such as, maybe a pony needs someone to hold there hoof at a dance, maybe just listen to then when they are down in the dumps..."

"You're paid to be a friend?" Twilight interrupted aghast at the implications.

"...You could say that, I suppose." Lockheart said hesitantly. "It's not that bad though Twilight, I offer ponies an ear so that they can speak without being judged. Is that wrong?"

"I guess not..." Twilight mumbled looking away.

"Would you like some chocolate?" Lockheart said kindly, pushing a bar of rich dark sweetness over the table.

"Oh, yes please." Twilight said perking as she watched her new friend pry the cork from the bottle, pouring the bright liquid into two long flutes.

"What's that?" Twilight asked around a mouthful of chocolate.

"This is a bottle of Griffon wine. It is something to help pass the time and loose a few tight lips." Lockheart smirked as she pushed a flute over.

Twilight felt her ears flicker as she brought the bubbly drink to her nose. The scent of cinnamon drifted into her snout causing her to let out a dreamy sigh. Taking a swig of the drink Twilight giggled as the bubbles tickling her tongue.

"You like it?" Lockheart asked amused at the giggling mare.

"Mmm, it's delicious." Twilight grinned.

"Good." Lockheart took a sip of her own drink before settling a firm look at her companion. "So, where do you want to start?"

"Mhm?" Twilight grunted.

"Come now, talk to me Twilight." Lockheart said sipping her wine again. "I'm here to help you, tell me anything I won't judge you..."

Twilight placed the flute down her face taking the mask of fear. Her eyes darted around as she began to sputter. "I'm fine! Nothing is wrong..."

Lockheart merely waited, a look of scepticism plastered on her lips.

"...I'm scared..." Twilight finally uttered with a sniffle. "I'm scared of being alone..."

"Oh Honey." Lockheart cooed bringing herself to stand and sit next to the sniffling unicorn. "Why would you worry over that, Mhm?"

"Well I mean..." Twilight tried before clamming up again.

"You are a beautiful mare." Lockheart gushed. "You have many friends who all love you dearly, I'm sure one day a pony will come to sweep you off your hooves."

"...Thank you Lockheart." Twilight murmured leaning into the other mare. "Maybe...maybe she already has..."

"What?" Lockheart said with a blink.

Twilight closed her eyes, not noticing Lockheart's face contort with an expression of fear as Twilight nipped forward and placed a gentle kiss on the red mare’s lips. The taste of cinnamon caressed her senses as Twilight exhaled a dreamy sigh. As she pulled back, somewhat reluctantly, Twilight saw the look of shock and pink cheeks of the pony in front of her.

"Would you be my special somepony?" Twilight asked meekly.

"..."

"..."

"...I knew this was a bad idea." Lockheart said, her tone flat as she began picking up her stuff and shoving it away in the saddlebags.

"What?" Twilight said stunned at the sudden movement. "W-Wait!"

"Ms Sparkle." Lockheart barked, causing the purple mare to jump. "You should have listened to your friends. They know me better than you do."

"But they said nasty things-"

"I am a nasty thing." Lockheart sighed in frustration. "Honey, look you may not know what the term "Mare of the Evening" means but I bet you know this one..."

*Sigh*

"...I am a prostitute..."

In the back of Twilights mind a considerable amount of gears fell out of the machine. Her ears dropped back as her mouth hung open in shock.

"I don't like being called that so I use the term "Mare of the Evening" to make it seem classier."

The image of Celestia looking down at her with disappointment, her friends all turning away, the angry look of her brother all for even talking to this mare. All these images flashed by as she felt tears water in her eyes.

"I'm sorry." Lockheart mumbled. "I'm so sorry, I never meant for this to happen."

Twilight merely shuddered and looked down at the floor, hiding her face with the beautiful sparkling mane.

"I just..." Lockheart paused.

*Sigh*

"...My entire adult life no pony has ever been nice to me if they knew what I did for a living. Then you came over and helped me, I just got caught up in the moment, thinking maybe I could make a friend who didn't just want to cop a feel."

Lockheart pawed at the ground as she continued to speak, her eyes never leaving Twilight's shaking form. "Then Applejack came and said all those things. I've been hit before but no pony has ever tried to defend me."

Lockheart face seemed to pale as Twilight watched her through the strands of her mane. The red mare moved over to the library door. "I just thought...well, I don't know what I was thinking." She placed a hoof to the door before whispering something Twilight nearly missed. "I can't interfere with the elements..."

"...Anyway." Lockheart continued. "I'll leave before you get any more trouble from me."

Lockheart went to the pry the hatch loose and make an exit out onto the night's cold streets when a blast of magic deposited her onto the seat she had previously been occupying. "What the?"

"You said your special talent is making lonely ponies happy..." Twilight murmured her face hidden underneath her beautiful sparkling mane while her magic locked the door.

"Honey, you don't need my attention." Lockheart tried again to stand only finding herself rooted to the table. "Please listen, you need the love to fight the loneliness..."

*Sigh*

"...I'm no good for loving...only fucking..."

Twilight flinched as if she had been struck her mouth gaping at the vile word spoken by the mare sat across from her. She went to rebuke her assertion, but could find no words to help her.

"Twilight, Honey, there are plenty of better ponies who can help you with this problem all you ne-"

"Really?" Twilight snarled her tone becoming viscous, her mind flicking back through the memories of being in this town, then back further toward her time spent in Canterlot. "Care to point them out to me?"

"W-What?" Lockheart stammered unprepared for the harshness in Twilights voice.

"You think any pony would be interested in me?" Twilight leaned forward to reveal tears blurring the make-up. Lockheart seemed to shudder as she looked into Twilight's eyes.

"Ms Sparkle you're gorgeous, many ponies would-"

"Hmph!" Twilight snorted moving closer to the mare. "Run away!"

"Huh?" Lockheart stammered leaning back away from the glaring sobbing mare.

"You think I'm stupid? You think I don't know what...f-fucking is!"

It was Lockheart's turn to flinch although for a different reason, completely unknown to Twilight. Twilight merely continued to breathe heavy shaky breaths as she ignored the horrible taste in her mouth after saying a word like that. "You think I didn't try?"

She released her grip on the shaking mare, settling back down into the chair. Twilight brought her hooves up to cover her eyes while she sniffled. "I've been looking you know, a colt here, a colt there and you know what they all did..."

"...No..." Lockheart whispered fearfully.

*Sniffle*

"Hic*...They ran away..." Twilight sobbed her cries mixing with her words. "They all...hic*...were afraid of me or hurting me...hic*...in case the Princess got mad..."

*SLAM*

"Then you came along and was nice to me!" Twilight yelled while banging her hooves down onto the table. "Hic*...You flirted with me and I liked it...you didn't look like you were going to run away...but I guess I'm no good for loving either..."

So there she sat, bearing her soul to some strange mare she barely knew. Twilight felt disgusted with herself, she had fought with one friend, lost her temper with another, said a vile word, and now her one shot at happiness was leaving.

"You can go now if you want..." Twilight mumbled drawing herself up and turning away to walk upstairs. As she placed a hoof on the first step she was caught in something she didn't expect.

It was a hug.

"Wha?" Twilight sniffled trying to turn round.

"I'm sorry honey." Lockheart sniffled back with her muzzle pressed firmly into Twilight's wither. "I'm not going anywhere."

"But-"

"If you want me to go then I'll go." Lockheart whispered. "But I'll stay with you if you want. My talent is making lonely ponies happy, and you're very lonely pony."

"...Let's go upstairs." Twilight murmured.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Twilight pushed open the door leading to her bedroom. The small hovel had been installed after Princess Celestia had instructed her to come to Ponyville all those years ago. Lockheart seemed to cast her gaze over the room, taking in every little detail that spoke of Twilights life. Soon both mares found themselves stood at the foot of Twilights bed, the large oak frame still covered in the bright star encrusted cover Twilight adored. She grimaced a little as her gaze danced around the room. Books lay strewn about the floor, a half melted candle sat on the side dresser and she could still see the assortment of dresses she had been fretting over earlier.

"So this is the bedroom of the Sun's favoured Foal?" Lockheart said barely disguising a giggle.

"W-We can go somewhere else if you like?" Twilight offered meekly.

"Nonsense!" Lockheart chirped. "This is a big deal! I want you to feel comfortable."

"Well O-Ok then." Twilight muttered awkwardly staring at the floor.

Twilight bumbled around as she kept her gaze down. Lighting her horn the mare plucked the old candle off the nightstand and replaced it with another. It was one of Rarity's birthday gifts, a purple candle scented with roses. As she lit it Twilight spun around and trotted back up to Lockheart, her eyes meekly glancing at her.

Lockheart merely rolled her eyes before lunging forward with a growl. Gripping the purple unicorn by the shoulders Lockheart brought her muzzle within inches of her prey. Twilight squeaked at the sudden contact but did not shy away as the red mare leaned forward to take a heady breath of her scent.

"Mhm." Lockheart sighed dreamily.

Twilight waited a full heartbeat before shakily leaning and drawing her own breath of Lockhearts scent. She nearly passed out with embarrassment but it was worth it. The rich full smell of lilies and soap coursed through her nose making the mares hind legs tremble.

"Ouu." Twilight groaned. "I feel so..."

"Good?" Lockheart asked playfully nipping at the unicorn’s ears.

"Mhmp." Twilight hummed giggling at the other mares actions.

"Great." Lockheart whispered. "I want you to feel good. Now tell me, how much do you already know?"

Twilight felt her face turn from a dull burning red to a searing crimson as she saw flickers of anatomy books surge past. She began to shake heavily as her throat constricted. Pressure to perform mixed with a sense of self-loathing started to panic her until a soft tender kiss to the forehead ceased the world around her.

"Twilight." Lockheart hummed with a loving caress to the cheek. "Did you think that we would lie down and have hot crazy sex, just like that?

"U-Uh, w-well I..." Twilight stammered.

"Honey it doesn't work like that." Lockheart said smiling. "That's how the movies show it. When two ponies do these type of things they have to communicate. If you don't then how can they please each other?"

"O-Oh..." Twilight replied placing a hoof to her forehead. "O-Of course, I s-should k-know that."

"Why?" Lockheart asked with a sharp giggle. "Have you done this before?"

"N-No." Twilight admitted.

"See. Now talk to me honey." Lockheart said tenderly. "I won't judge you I told you that. Tell me what you want, what you know and I'll show you what to do."

Twilight felt her heart surge and almost burst as she listened to the other mare. Tears started to fall again as she leaned in and took a few more heady breaths of Lockheart's scent. A set of hooves wrapped around her as the red mare patiently waited for Twilight to speak. Wiping away the tears Twilight opened her mouth to speak.

"I don't know much." She finally said. "I read some books..."

"Ouu." Lockheart gushed leaning back to look Twilight in the eye, her own face flushed with a dull red. "Naughty books?"

"W-What? No!" Twilight yelped in sheer embarrassment. "Just a few A-Anatomy books."

"Really?" Lockheart said with a sly grin. "You're telling me you never looked at those saucy romance books? You know the ones for Grown up Mares?"

Twilight shook her head rapidly letting go of Lockheart. Stumbling back the mare tried to do something, anything to quell her own lips from revealing what she had read all those lonely nights ago. Lockheart growled eagerly zipping forward to spin Twilight around with a shriek of surprise.

"Uh ah!" She giggled dangerously. "You're not going anywhere."

"W-Wait!" Twilight said raising a hoof to ward off the assault but was left sat on her haunches as the other mare clasped her forelegs together with one hoof.

"Talk to me honey." Lockheart said her voice dripping with honey. "Did you read some naughty books?"

"Y-Yes..." Twilight breathed unable to take any more.

"Mhmm." Lockheart hummed. "Where?"

"What?" Twilight asked confused.

"Where did you read them?" Lockheart muttered swirling the other hoof through Twilights sparkling mane.

"Oh gosh..." Twilight said feeling the searing heat return in full force. "Please I don't want to say!"

"I don't believe you." Lockheart said with a devious smirk. Leaning forward Lockheart nipped at Twilights snout. "Now where did you read them?"

Twilight took a few deep breaths before looking away. Her mouth felt dry even though drool laced her lips. The shaking in her hind legs was nearly paralysing but it felt so wonderful. With a single intake she stammered out her confession.

"T-Th-The Ro-Royal Library!"

Lockheart's hoof stopped mid-swirl as her mouth fell open slightly. Twilight felt shame course through her as her body twitched. Looking back she expected to see disappointment in her lover but what Twilight saw in the dim candle light something that looked so beautiful. Lockheart was sat with her face flushed a deep crimson, her eyes burned with desire as her own body shook gently.

"You read those kinds of books in public." Lockheart asked.

Twilight suddenly felt the tremble stop feeling good. A mask of horror crept over her face as she realized what she had just admitted. It was over, Twilight almost broke into tears imaging the look of disgust on Lockheart's face. The purple mare was about the launch into apologies when a single sentence left her dumbstruck.

"That's so Hot..."

"Whuh?" Twilight stammered.

"What was the b-book?" Lockheart asked hurriedly.

"Uh, The Modern Ponysutra." Twilight replied.

"Haaa!" Lockheart whined in pleasure moving to place her forehead to Twilights. "W-Were you turned on?"

"Y-Ye-Yes!" Twilight stammered back staring deeply into the other mare’s eyes drinking in the look of desire.

"D-Did you touch yourself?"

"N-No!" Twilight baulked trying to look away in shame, noting partially that the good feeling tremble was back in full force.

"Ouuu." Lockheart groaned her one free foreleg rubbing at the back of her neck while the other clamped harder around Twilight's own. "D-Did you want to?"

"Oh gosh y-yes..." Twilight sighed.

"Who was there?"

"Huh?" Twilight blinked.

"It was a public library!" Lockheart growled with a strange tone of pleading desperation. "There must have been ponies there! Right?"

"O-Oh!" Twilight blinked again. "Well there was the Librarian..."

"Uh huh."

"...S-Some teens after project work..."

"Yeah."

"..."

"T-Twilight?"

"P-Princess Celestia was sat r-re-reading a report..."

With that the other mare let go of her forelegs to collapse in a heaving pile on the floor in front of her. A series of sharp gasps followed by a large groan that could have reduced even the most cold hearted of stallions to a trembling heap. Twilight felt her breath stop as the other mare recited the conversation to herself.

"Oh goddess you read a book on fucking in front of Her! That's sooo Hot!" Lockheart whinnied.

Twilight nearly gagged at the word she heard uttered by the other mare. Well she tried to out of principle, but the effect was something Twilight never expected. She felt excitement, pure unadulterated excitement.

I-It was hot. Her mind reasoned. I read a book on...f-fucking...in front of the Princess and by Faust it was hot!

"D-Did she know?"

"No!" Twilight shouted loudly flailing her now freed forelegs.

"Aw." Lockheart murmured in a disappointed tone. "Oh well..."

"Huh?" Twilight asked feeling confused again.

"Nevermind." Lockheart said grinning. "Now I am enthralled honey! How did you ever manage to work up the courage to read books on fucking in public?"

"P-Please don't say that word!" Twilight begged as she looked away again.

"Ouuu, why?" Lockheart whinnied placing a hoof to gently cup Twilights chin. "A Naughty girl like you shouldn't be bothered by a little word."

"N-Naughty?" Twilight squeaked looking back in shock.

"C'mon Twilight, say it out loud." Lockheart growled with desire. "Tell me what you were reading."

Twilights pupils shrank as her mind clicked the pieces together.

She wants me to say that word! Twilight's mind screamed.

"N-No!" Twilight shouted. "I won't say it!"

"Say. It." Lockheart giggled leaning closer. "Say it and I'll let you kiss me."

Twilight froze up, her body stiffening as her mind lost itself. A real kiss, something between lovers, her mouth began to water just thinking about it. A scent of arousal was filling the air, it made her head swim as she licked her lips.

"I read..." Twilight started.

Her head pressed against Lockheart's as she attempted to steal a kiss right then and there. The other mare giggled but slipped back to prevent it. Twilight moved again with a whimper escaping her lips. Lockheart pressed a hoof to her chest as she again dodged the purple lips.

"Yes?" Lockheart inquired as she played the game.

"I read a book on..." Twilight tried again.

The pair stood at the foot of the bed their heads pressed together as they both tried to gain dominance over the other. It was agonizing for Twilight, the scent, the touch, the feeling of the other mare’s breath against her lips. Twilight heard her own breath grow heavy as lowered her eyelids half-way unable to keep her gaze off the other mares sparkling eyes.

"On what?" Lockheart pressed.

"Puh-Please." Twilight whispered attempting to snag one touch of her lips. "I can't say it..."

"Yes you can." Lockheart muttered tenderly. "Say it and I'll kiss you."

"Muh." Twilgiht grimaced as she bit her bottom lip hard. "Mhm."

"Please Twilight." Lockheart breathed.

It was then that Twilight spotted what was really happening. She had thought Lockheart was in control, determined to make Twilight feel good, but she saw that Lockheart was just as lost as she was. She was just as desperate for Twilight to let her off the leash as Twilight was to feel the touch of a real lover. Biting back her apprehension the purple mare uttered the foul word with a supreme sense of excitement.

"F-F-Fucking..."

Just as the word left her mouth Twilight felt the heat of the other mares lips press to her own. The taste of cinnamon drifted onto her tongue as she felt Lockheart push her own into Twilight's mouth. Lost in the taste she felt the mare's tongue explore her mouth, swirling around, twisting into her own. Twilight enthralled with the sensation gently chased the tongue around her mouth before pushing back and following into Lockhearts. It continued for a few moments, both mares chasing the other, before the need to breathe interrupted.

"Bwah!" Twilight panted, noting the trial of sliver between them. "That was amazing."

"Mhm." Lockheart hummed in agreement. "Was that your first kiss?"

"Y-Yeah." Twilight sheepishly said scuffing the floor with a hoof.

"I got her first kiss..." Lockheart mumbled idly.

"Hehe, I guess you did." Twilight blushed. "Was I good?"

"The best." Lockheart mumbled back her face flushing heavily.

"Oh please!" Twilight scoffed. Suddenly filled with a swell of confidence the mare moved back and swept a hoof in a grand gesture around the room. "I'm sure you've had loads of ponies that kiss better than me!"

"True." Lockheart nodded instantly demolishing Twilight's mood.

"Oh..."

"Hehe." Lockheart giggled moving close to steal another grace of Twilight's lips.

"Mhmp!" Twilight squeaked at the unexpected action.

"You're so cute." Lockheart said pulling back. "Twilight you may not know any techniques but I would rather kiss you than anyone of them ponies I've had before."

"Mhm." Twilight whimpered in embarrassment. "Why?"

"Well it’s because you kissed me." Lockheart said pointing to herself with a hoof. "So many just want to kiss the pony they want me to be, or just not kiss me at all!"

The red mare leaned in for another kiss, another real kiss. Twilight sighed with ecstasy as she played the game again. Her senses almost took leave of her as she tasted the cinnamon again. The other mare had her eyes closed as Twilight noted the small trickle of tears leak out from under her eyelids.

"Lockheart?" Twilight asked as she pulled away.

"You want to kiss me." Lockheart stated with a look of pure love in her eyes. "Ouuu, I'm going to make you feel sooo good!"

"Whuh?" Twilight balked as the other mare suddenly changed mood.

Lockheart started giggling madly as she rushed forward and punted Twilight onto the bed. Twilight squeaked in surprise as her hooves got tangled in the bed sheets. Hearing a growl Twilight managed to turn her head just in time to see a blur of red crash into her. Sprawling out onto the mattress Twilight found a set of lips lock aggressively with her own as Lockheart's hooves began to run wild all over her body. Twilight could only squeak and lie shaking as the other mare went to ravage her. Lockheart's hooves never went too far south only really stroking at her chest and neck.

"Ooh Twilight, you know how to push my buttons." Lockheart whispered gingerly nipping at the nape of her neck.

"Mhm." Twilight hummed losing herself in the feeling of the other mare’s lips on her coat.

Lockheart went wild for a little bit, constantly kissing her or kissing her coat. Her hooves rubbed at her back, her chest, and her neck. Scents of arousal from both mares had flooded the room making both feel dizzy with lust and desire. But after a time Lockheart began to slow her actions.

"T-Twilight?" Lockheart mumbled noting finally something wrong. "Why are you shaking?"

"..."

"Honey?" Lockheart said looking up in concern.

Twilight could not move her body was shaking so much. Her eyes were wide and panicked as she looked down at the other mare. Lockheart immediate stopped her hooves coming off Twilight's flesh like she had been singed.

"Twilight?" Lockheart asked worried. "What's wrong?"

"I-I'm s-scared..." Twilight mumbled quietly. "I'-I'm s-so-sorry!"

Lockheart watched for a full second before clasping the mare in her own hooves. Twilight sniffled a bit as she felt Lockheart place a soothing kiss to her forehead.

"Honey you don't have to be scared..."

"I know I just-" Twilight started.

"No you don't know that's the point." Lockheart said cutting her off. "I'm sorry I forgot this is your first time."

Leaning back Lockheart got off Twilight who tried to cling to her body but had no more energy left. Lockheart slipped off the bed and indicated for Twilight to do the same. Complying Twilight watched as the red mare quickly remade the bed tucking all the corners back in and smoothing out all the creases.

"There, now lie back down." Lockheart said with no more aggressiveness just a tone of utter patience and kindness. "I'm sorry lets go at your pace."

"O-Ok." Twilight stammered lying back down. Lockheart wore a gentle smile as she waited a moment for Twilight to settle before pulling in next to her and placing a hoof softly to her head.

"Now do you feel better?" Lockheart asked.

"Mhm." Twilight nodded. "I'm sorry."

"You don't ever have to apologize to me Twilight." Lockheart said.

"Haaa." Twilight sighed her forelegs rubbing together as she lay on her back. "I want to, I do! It's just...can you go a bit slower?"

"Of course!" Lockheart chirped.

Lockheart pulled herself closer, snuggling beside the purple unicorn, as her hoof idly traced the shape of a love heart on Twilight's chest. Letting out a sigh Twilight felt her body relax as the other mare placed her head in the crook of Twilight's neck.

"Mhm." Lockheart hummed. "Better?"

"Y-Yes."

"Shall I go lower?"

"Puh-Please." Twilight nodded gently watching the red hoof swirl as it traced lower down her belly.

Lockheart giggled softly as her hoof drew a circle around Twilight's belly button. Twilight let out a sharp whine of pleasure as she felt Lockheart nip at the nape of her neck again, this time feeling only warmth instead of fear.

"Lower?" Lockheart asked again.

Gasping for breaths, Twilight lifted her own hooves to clutch at Lockheart before letting out a dreamily sigh.

"Yes."

Lockheart hummed with contentment as she complied and lowered her hoof. Both mares watched with a lusty fascination as the red hoof traveled with agonizing slowness to the navel and beyond. She was touching just above Twilight's nether region when Lockheart felt the mare tense up as her hind legs rubbed against each other.

"Twilight?"

"Don't stop." Twilight breathed her own mouth suddenly very dry. "Please don't stop."

"Mhm."

Lockheart pushed her hoof south, gently running up Twilight's left leg which flailed in the air slightly. Kneading at the side of her flank with slow circle motions Lockheart looked up to place another deep kiss on Twilight's lips before gently teasing open the unicorns legs.

"Ouu, you're so wet." She murmured.

"Ah!" Twilight gasped clinging harder to the other mare. "Is-Is that b-bad?"

"Pfft!" Lockheart snorted with a giggle. "No, that's perfect!"

"Mhm." Twilight groaned relaxing a little bit.

"Ready?" Lockheart asked seeing Twilight nod in response. "Good, here we go."

Lockheart let out a sigh as she slipped her already slick hoof south right over the folds of Twilight's nether. A sharp gasp was echoed as Twilight felt the mare draw a circle around it. Pleasure surged from below, twitches in her spine caused Twilight to rock back and forth as Lockheart began to rub gently. Lockheart grinned as she turned her gaze up to watch her lover's eyes roll back into her head, each slow stroke back and forth over the folds creating a cute little whine from the purple mare.

"Haaa!" Twilight gasped her mind going dull with the rhythmic surges of pure ecstasy. "Ah!"

"Hehe, you are so cute." Lockheart giggled.

Twilight could offer no response as the other mare twisted about. Pausing her administrations for just a moment Lockheart pulled herself up to rest atop Twilight, her hoof still buried in Twilight. Pressing their foreheads together Lockheart placed another deep kiss before starting up again. This time she went faster, each stroke back and forth getting quicker and quicker. Twilight tried to move but now pinned down could only flail her forelegs, settling in the end to wrap them around her lover in a taught embrace.

"AH!" Twilight screamed her body shaking violently as the other mare went faster and faster.

"Haaa." Lockheart sighed deeply her eyes never leaving Twilight's. "You feel so good. So soft..."

It was all too much by then. Twilight could hold on no longer and her body became stiff as her back arched with mixtures of pain and pleasure. Unable to make a sound Twilight felt the rush race up her spine to the tip of her spine, in an instant her horn exploded in a loud crackle of light and magic. Lockheart yelped as the magical rush filled the room with a strange spell. In a jumbled moment Lockheart was swapped in place with her gaze looking up into her own bewildered eyes. Lockheart was at that moment Twilight and all the sensations Twilight was feeling racked her mind.

"AH!" Both mares cried in unison as the rush climaxed.

Moments later the magic faded leaving Lockheart to tumble back into her own flesh. Falling off Twilight Lockheart started to gasp for breath, in the process shakily patting herself down with her one clean hoof. She then felt her gaze flicker over to the shivering heap that was Twilight.

"What..." Lockheart whispered. "Haaa, What was that?"

"S-Sorry." Twilgiht mumbled her eyes closed. "Th-That was m-me."

"You?" Lockheart asked dumb struck. "What happened?"

"I c-cast a meld spell." Twilight admitted looking away in shame. "I'm sorry I should have asked permission..."

"Whuh?" Lockheart blinked.

"It's illegal to do that without permission." Twilight whimpered. "I'm sorry I just wanted you to feel what I was feeiling-"

*!*

"Mmhp!"

All other sounds of apology died in Twilight throat as Lockheart surged forward for another kiss. Her hoof trailed back down to Twilights nether but this time only gently massaging the flesh. Twilight felt another sensation in her heart like it was about to burst.

"Bwah!" Twilight gasped as Lockheart pulled away to flop down next to her again.

"That was amazing." Lockheart mumbled. "You unicorns can do so much."

"You're Ok with me doing that?" Twilight asked sheepishly.

"Of course Honey." Lockheart giggled. "I learned something new. Can all unicorns do that?"

"Mhm, yes." Twilight hummed. "However most don't have the power to maintain it for long..."

Twilight felt the mares hoof pull away from her nether. Letting out a whine Twilight saw Lockheart grin before bringing the hoof up to the pair of them. Twilight felt her face turn from the dull burn to the searing red again as she saw the hoof glint with her own juices.

"Wha-What are you doing?" Twilight asked her eyes switching hungrily between the hoof and her lover.

"Mhm?" Lockheart hummed before drawing out her tongue and dragging it up her hoof.

"Ah!" Twilight gasped her head twisting away. "L-Lockheart!"

"What?" The other mare mumbled her head leaning closer. "Ouuu, you taste sooo good!"

Twilight listened to her lover's lips smack as she heard the tongue slid over the hoof again. Twisting ever so slightly so that she could watch through the corner of her eye Twilight gaped in awe. Lockheart kept taking long drags from her fetlock to the very tip of her hoof which moments ago was buried in Twilight's nether.

She's tasting me! Twilight's mind wobbled as another rush of ecstasy threaten to break her again.

That's so hot!

Twilight flicked herself over to face her lover and watch in fascination as Lockheart devoured every drop of liquid adorning her hoof. Twilight noted the trails of juice that trickled down Lockheart’s chin and felt her body tremor as she took another drag along the front of her foreleg. Lockheart suckled gently on the tip of her hoof before noticing Twilight.

"Mhm? She hummed. "Do you want a go?"

"Whuh?" Twilight baulked as tore her eyes away from the hoof to look blinking at her lover.

"Hehe." Lockheart giggled placing a kiss to Twilights cheek. "Here."

Lockheart with a degree of slowness drifted her hoof close to Twilight’s trembling lips. The unicorn could detect the salty scent and it almost overpowered her senses. Darting her head back a little Twilight turned to see the devious glint rested in Lockhearts eyes. Gently the red mare tried again pulling her slick hoof closer.

"N-No!" Twilight sputtered trying to look away. "I-It's w-weird!"

"You're not weird Twilight." Lockheart said with a tender smile. "Besides, I can see you really want to..."

I do. She thought.

I really, really do.

Glancing around as if somepony else might be watching Twilight gingerly took the leg with both of her forelegs and pulled it closer. Lockheart sighed with barely contained pleasure as Twilight drew out her own tongue. Trembling all over the purple unicorn hesitated for only a full second before slamming her eyes closed and taking a long full lick from fetlock to hoof.

"Ouuu." Lockheart whinnied quietly. "This is such a turn on."

Twilight didn't know what to expect. Someponies had written in books that one should expect a salty taste, others in the more romantic view said it tasted of love. Twilight couldn't describe it but she didn't care, the sensation was wonderful, the taste was overpowering and she held nothing back as she eagerly devoured the hoof. After licking it clean and suckling on the tip for a moment Twilight opened her eyes to find Lockheart leaning back, gasping with her eyes rolled back. The red mare lay with the one hoof being tended to by Twilight while the other delved deeply into her own folds.

"Don't s-stop Honey!" Lockheart pleaded. "I'm so c-close!"

Blinking in shock Twilight almost choked on her own saliva as she desperately attempt to oblige. Licking, sucking and kissing the hoof Twilight felt her nether become slick again as she watched Lockheart please herself with hungry eyes.

"Bi-Bite..." Lockheart grimaced as she rubbed furiously.

"Mh-Mhm?" Twilight hummed her mind stumbling in confusion.

"Bite it!" Lockheart cried. "Hard!"

So she bit.

Hard.

"AH!" Lockheart screamed slamming her head forward to smash against the pillow. "AH! Yes! Ouuu!"

Twilight saw Lockheart buck her legs as her hoof suddenly stopped dead, the mares back arched painfully as Twilight's had. The rush of pleasure surged forward reducing the mare to a shivering pile of whimpers and squeaks.

"Oh that felt so good." Lockheart mumbled into the pillow. "...You can let go now Honey."

Twilight blinked before looking down to find her teeth still clamped around the red hoof. Yelping she let go and shot back in a flourish.

"S-Sorry!" Twilight panicked her lips tasting blood. "Oh no! I bit too hard!"

"Huh?" Lockheart groaned looking over to her panicking lover.

"Your hoof!" Twilight sputtered sobs starting to rack her voice. "Y-You s-said to b-b-bite but I, n-now...you're bleeding-ingg!"

Lockheart started to panic as she saw Twilight light her horn. Worried the unicorn would do something drastic, like run away she darted forward and wrapped herself around the distressed mare.

"Whoa!" Lockheart shouted. "Easy, Easy!"

"B-Bu-But-" Twilight started trying to pry Lockheart off.

"No!" Lockheart shouted again. "Stop now!"

Instantly Twilight deflated, her body going limp as she shuddered with small sobs racking her chest. Lockheart cooed a few soothing nothing before examining the hoof behind Twilight's back. A small cut with a tiny trickle of blood oozing out was the only real problem, a plaster might be needed, but that was it.

"I'm sorry." Twilight kept repeating in a pained whisper as Lockheart cuddled her.

"Honey." Lockheart said sternly. "Honey look at me."

"Puh-Please don't hate me."

"Twilight!" Lockheart shouted shaking the mare. "Look at me!"

Twilight tried to bat her away but finally relented to look up into Lockheart's beautiful eyes.

"Twilight I know you're scared I'm not going to run off." Lockheart said gently brushing the mare’s mane. "But I promise that no matter what you do, I will not leave you."

"Y-You P-Pinkie Promise?"

"Sure." Lockheart nodded. "I would do the motions but I don't think we should invoke Pinkie Pie, huh?"

"Mhm." Twilight nodded in agreement. "I'm sorry."

"It's Ok." Lockheart said feeling Twilight bury her face into her chest. "Now remember what I said about communication?"

"Mhm."

"Well someponies...like me...sometimes like...well pain." Lockheart stammered feeling a heat in her loins again.

"Why?" Twilight asked leaning back.

"It's just something we like." Lockheart mumbled looking away. "The silky pleasure mixing with a sharp biting pain is..."

"...Lockheart?" Twilight probed tilting her head.

"It's fantastic..." Lockheart said leaning in to steal a kiss. "Here let me show you."

Locking lips once again Twilight sighed dreamily as her tongue was gently caressed by Lockheart's. Breathing deep both mares kissed and cuddled as they fell back down onto the bed. Twilight sensed that Lockheart was playing a game, her tongue kept retreating, as it inviting Twilight to follow. Her mind hazy again with gentle pleasure Twilight obliged following her back, her tongue exploring the other mare’s mouth. As she explored, running over the pearly white teeth Lockheart let out a gentle hum before pushing Twilight back. Opening her eyes Twilight saw Lockheart looking at her with a devilish glint before she felt the mare bite down hard on her bottom lip.

"Mwah!" Twilight grunted darting back. "Ow!"

"Hehe, see!" Lockheart giggled licking her lips. "It feels good doesn't it?"

"No!" Twilight said rubbing her lip.

"No?" Lockheart stumbled.

"No." Twilight nodded turning away with a harrumph.

"O-Oh..." Lockheart mumbled. "Sorry."

"Mhm." Twilight hummed looking back. "No, we said communication. Right?"

"Yeah."

"Well you like that?" Twilight asked pointing at her lover.

"Yeah."

"Well I don't." Twilight said leaning forward to bite hard on Lockhearts snout.

"Mhmp!"

"But I do like it when you nip at my ears."

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Both mares had settled down to lounge on the bed. After the first round Lockheart had gone back down stairs to retrieve the basket of treats and wine. As they lay the couple alternated between gorging on sweet things and kissing followed by cuddling.

"This is nice." Twilight sighed as she held a flute with her magic.

"Mhm." Lockheart hummed sucking on a boiled sweet. "Beenf af whiled."

"What do you mean?" Twilight asked looking at Lockheart with a tilt of her head.

"Mostd..." Lockheart started before gulping down the sweet. "Most would kick me out when they were done with me."

"Mhmp." Twilight snorted as she leaned over and nuzzled Lockheart. "Never again."

Lockheart blushed and mumbled something Twilight couldn't quite hear but she passed it over as she felt Lockheart nuzzle her back.

"So." Lockheart finally muttered looking up at her lover. "That spell, the Meld thing, who taught you that?"

"Oh!" Twilight giggled. "That's a spell we all learn."

"We?"

"Unicorns." Twilight said picking up a small chocolate. "We all learn it from our parents."

"Oh." Lockheart replied watching the mare plop the sweet into her mouth. "Why? I never heard of it before."

"Mhm." Twilight grunted as she placed a hoof to her chest, a loud gulp following. "Excuse me. Ahem, it's because most Unicorns don't talk about it to others. We only use it to calm our foals, teach them something intricate about magic, or to experience something the other wants them to."

"Like getting off?" Lockheart chuckled with a mischievous grin.

"L-Lockheart!" Twilight sputtered shooting the mare a dark look.

"Hahaha!" Lockheart laughed leaning in for another sweet kiss. "You did it not me!"

"Hmph!" Twilight harrumphed as she looked away. "A-Anyway! We use it as a symbol of union."

"Union?" Lockheart said slowly her playful advances. "Like marriage?"

"No." Twilight uttered her voice becoming distant. "In the past Marriage was used to advance position so it had no meaning to someponies. It is used by ponies who know love, like between parents and children or between ponies who truly love each other."

"O-Oh..."

"It is illegal because it can be used to force somepony to feel something they don't want to." Twilight mumbled reaching out with her forelegs. Holding out her hooves the mare made a hugging motion around herself. "That's why we are taught by our parents to never talk about it with somepony we don't trust. In case they get scared..."

"I see." Lockheart said placing a hoof to her chin. "But how does it work?"

"What do you mean?"

"Well I don't really know what happened other than it felt great." Lockheart admitted. "One moment I was looking at you watching you...writhe."

"L-Lockheart!"

"Hehe, but then your horn lit up and it was like we swapped places!"

"We didn't swap places." Twilight said looking away. "We became the same pony. Joined by magic our essence mixed and became one. You felt what I did and I felt what you did."

"W-Wow..." Lockheart gasped in awe.

"I'm sorry Lockheart." Twilight said looking back as her hooves dropped down. "I know you promised but I should have asked permission."

"It's Ok Honey." Lockheart said kindly. "I liked it. A lot in fact."

"Whew." Twilight breathed a sigh of relief. "Good."

"But I suppose you should be punished for that." Lockheart said rubbing a hoof to her chest in an indifferent manner.

"Huh?" Twilight flinched. “What!”

With surge forward Lockheart wrapped herself around Twilight’s back. Sweeping her hooves so that they locked Twilights behind her back Lockheart shunted forward so her belly pressed tight against the small of the mares back. Twilight grunted in panic, flailing her hind legs in an effort to free herself. Giggling Lockheart placed her own leaves atop weaving them about to cease all movement.

"Unhf!" Twilight whinnied shaking herself over. "Let me go!"

"Nope!" Lockheart said still giggling. "You are going to be punished for deceiving me!"

"I could just teleport away!" Twilight cried her horn lighting up.

"You could." Lockheart said with a sense of smugness. “But you won’t.”

Twilight's magic brightened for a second before her horn sputtered out. Lockheart was right, the purple mare wanted to run away and hide from the mare her now kissed her behind the ear. But she couldn’t, she couldn’t believe it but she wanted even more to stay find out what this punishment was.

"There it is." Lockheart said. "You are a loving girl but even you understand when you’ve done a bad thing and must be punished."

“What are you going to do?” Twilight mumbled in morbid fascination as she twisted her head to look at her captor.

"You’re going to love this punishment.” Lockheart giggled before leaning in to nip at the unicorn’s ears. “You’re going to love it so much that you'll be begging me to let you free just so you can finish it yourself."

"Huh?" Twilight grunted in confusion her forelegs flexing to still try and free herself.

"Keep trying if you want but we earth ponies are very strong." Lockheart said placing her head atop Twilights to stare directly at her long slender horn. "A unicorn’s horn is such a dangerous looking thing. It has the power to do so much in this world."

"O-Of course it’s a focus for the magical abilities!" Twilight groaned her hind legs rubbing against Lockhearts. "What's that got to do with anyway thing?"

"Nothing really." Lockheart admitted. "I just think yours is the most beautiful I've ever seen."

Twilight ceased all struggle then as her heart rate exploded.

"It’s so long." Lockheart breathed. "So sharp looking..."

Lockheart heard a loud gulp come from her lover’s throat. She smirked to herself as she leaned forward to breathe gently on the appendage. Small crackles of magic could be heard as she felt the heartbeat of her captive unicorn race faster and faster.

"You know that Unicorns have the most erogenous nerve endings in the whole of ponydom, and most of them are all in the horn?"

"I did know that, yes." Twilight said her words rushing out from her lips. A cold sweat was running down her brow as she felt Lockheart gently kiss the back of her left ear.

"It is also a strange fact that if a unicorn is pleasured at her horn she still can’t get off." Lockheart laughed evilly. “The nerve endings stimulate the pleasure centres of the brain but don’t interact with the ones from down there.”

“Is t-that so?” Twilight said her voice sputtering.

"Do you know what that means?"

"I-I h-h-have an idea-a!" Twilight said her tone pleading.

"It means my sweet little honey treat." Lockheart oozed. "I could get you to the height of ecstasy and there would be no way for you to relieve yourself without touching yourself."

As if to make finalise her point Lockheart began to squeeze her forelegs. She did this only gently as she now knew Twilight didn't like pain, but enough to make her lover understand she was not getting out.

"I can't even image something like that." Lockheart said wistfully. "To be at the climax for so long your mind shuts down, your body can't move due to the rolling bouts of utter pleasure."

Making her point again Lockheart squeezed the unicorn, making her squeak in the process. Twilight shuffled but made no more futile efforts at escape, her heart hammering in her chest.

"I'm so jealous!" Lockheart continued with a growl. "You unicorns get magic! You get to do all kinds of cool things! I can't do any of this stuff or feel what your about to feel."

"L-Lo-Lockheart please let’s be re-reasonable!" Twilight begged. "If I lose c-c-control then you could get h-hurt!"

"Hehe, It's Ok Twilight I trust you." Lockheart said tenderly. "I guess even if I can't feel this I can still hear you make those adorable squeaking noises!"

"W-Wait!" Twilight screamed attempting once again to break free.

It fell on deaf ears however as Lockheart was determined to punish the unicorn. Placing her lips at the base the red mare began to place light kisses further and further up the slender thing. Each kiss drew a sharp gasp from the panicking but already highly aroused mare. As she crested the top of the long lavender horn Lockheart paused to take in the aroused whimpers before wrapping her lips around the tip. Twilight physically flinched as Lockheart began to suckle gently on the very tip of the sharp horn. She struggled again desperate to free herself from Lockheart's strong grip.

"Ah!" Twilight gasped. "Puh-Please!"

"Mhm." Lockheart hummed in pleasure tasting raw magic on her tongue.

Twilight went to struggle further when Lockheart pulled away to nip sharply at her ears. Twilight squeaked loudly as her ears flickered.

"Ouuu, this is so hot." Lockheart moaned. "Can you feel it Honey? Can you feel the tingle of pleasure behind your eyes while the pressure builds?"

"Unn!" Twilight grunted. "Y-Yes!"

“Do you want to touch yourself?”

“Yes!”

"Well you’re going to have to wait! Because my dear Twilight this is going to get a lot worse!" Lockheart giggled balefully as she went back to the horn.

“N-No! Please!” Twilight moaned.

Ignoring her protests the red mare placed her lips to the base of the horn again. Taking a deep heady breath of Twilights scent Lockheart let out another dreamy gasp as the lavender almost overpowered her senses. Giggling again the mare began parting her lips slightly to place the tip of her tongue on the horn.

Twilight instantly let out a cry of agonising pleasure. It felt like a bolt of pure joy pressing against her horn. With a slow gentle trickle the red mare began to drag the tip of her tongue up the length of the purple horn.

"Uwah!" Twilight cried her as back lashed out with a great spasm. "AH!"

Lockheart giggled softly to herself as she listened to Twilight cry in pleasurable squeaks. As the mare reached the tip of the horn she flickered her tongue back and forth over the sharp end. Each flick caused her lover to twitch as her breath caught in her throat. Stopping to let Twilight breathe, Lockheart waited a full second before placing her lips on the tip. Taking a deep breath the red mare squeezed her lover’s legs hard and started to lower her own head slowly down the horn.

"AHH!" Twilight screamed as she went rigid.

Lockheart felt the unicorns hooves press against her belly hard as she slowly began to swirl her tongue around the horn. To Twilight it was something torturous, her head felt like it was about to explode as she perceived each and every lick as pure blinding pleasure. The desperate need to be relived was already running rampant in her body as she began to fight to free her forelegs.

"Mh-Mwuh!" Twilight grunted. "L-L-Lo-Lockh-heart!"

"Mhm?" Lockheart hummed in joy listening to her lover beg.

"Please!" Twilight cried twitching her forelegs. "I-I n-need..."

Lockheart pulled her head up releasing the horn from her mouth with a long trail of silvery saliva slipping down the unicorn’s horn. Lockheart smacked her lips tasting the magic that now furiously crackled along the length on the spike. She felt Twilight twitch, the mare expected to be released any second.

"I told you would beg." She said with a sultry whisper. "But we aren't finished yet."

Lockheart looked around for anything she could use. The unicorn’s room was a simple affair but she did possess one thing all females love, a full length dress mirror. Grinning madly the red mare leaned back so the Twilight was still pinned but now strewn across her chest.

"Whoa!" Twilight grimaced startled at the movement. "W-What're doing?"

Ignoring her Lockheart suddenly rolled the mare over so she was now atop Twilights back. The unicorn squeaked in a muffled tone as she found her face buried in the sheets. Grunting with effort Lockheart quickly rolled again so they were back to the old position.

"Lockheart!" Twilight moaned. "What the hay!"

Lockheart snorted in effort one last time pull herself up and twist to the right. The red mare broke into a mad grin as she found that she could now see both her own form and that of a beautiful purple unicorn placed solely in the middle of the mirrors image.

"Ah much better." Lockheart sighed looking her lover up and down in the reflection.

"Why?" Twilight stammered confusion reigning until she spotted her reflection. "O-Oh..."

"Mhm-mh." Lockheart hummed. "That's much better don't you think? I couldn't see how into it you were getting from back there but now..."

Lockheart twisted her hind legs back over Twilights. With a slow pull the mare gently teased open the mare’s legs so that both could see Twilight's nether in the reflection. Twilight's face went a deep crimson as she watched in horror unable to do anything.

"My, my." Lockheart gasped. "You're practically gushing!"

"M-Mhm." Twilight whimpered. "T-This i-is so e-embarr-rrassing."

Taking another deep breathe Lockheart rose back up and quickly wrapped her lips around the horn again, to the music of more squeaks. Taking the whole thing in her mouth the mare swirled her tongue a few times before looking up at the mirror. Twilight had half-lidded eyes that swapped from staring at her lover's attention to her horn to the flow of her juices that now seeped out onto the sheets.

"Mwuh!" Twilight moaned. "Haaa!"

Lockheart continued for a few minutes, sensing the unicorn beneath her tense harder and harder every passing moment. It was clear the Twilight was not going to be able to hold out much longer. Lockheart was enjoying making the unicorn suffer in pure bliss but it was soon becoming clear that Twilight would break. Lockheart knew if she kept this up Twilight would suffer a magical burnout, a symptom of unusual stress on the horn and pass out.

Something that would really ruin the evening.

Lockheart waited another moment to see her lover loll her tongue out as her eyes rolled back. Sensing it was time to finish the red mare lowered her head again taking the full length of the horn. Positioned so she had the whole thing Lockheart began to suck, hard and fast. Twilight bucked and choked as she felt her lover suck her off. In an instant Twilight was screaming loudly.

"AH! Lockheart!"

The next moment Lockheart went lax both mares tumbling backward as Twilight's forelegs shot out from behind herself. Lockheart pulled herself off the horn just in time as Twilight's hooves found their target and furiously rubbed to relieve the pressure.

"AHHH!" Twilight screeched her spine arching as bolts of light zapped the back wall.

The sounds of gasping echoed loudly in the room as Twilight went completely limp with her body still balanced on Lockhearts. Lockheart could barely keep the evil grin that plastered her face hidden as further thoughts of devious activities rattled around in her mind. The sounds of her lover screaming had inflamed her sense of passion to the extreme and the mare wanted more. Roughly she pushed Twilight off her and placed a hoof on both of the unicorn’s shoulders. Lockheart went to eagerly kiss Twilight before her gaze settled on her face.

In the deep candle light of the room Lockheart felt her breath torn away as she looked into the beautiful violet eyes that sparkled back at her. Twilight had a serene smile that filled her chest with a strange warmth, her glittering eyes were searing a hole in her soul. The expression was one of a child desperately trying to stay awake even as sleep clinging at them. Her chest rose and thawed with deep breaths, her eyelids drooped and fluttered gently, and the unicorn kept trying to raise a hoof to her lover.

"Lockheart." Twilight mumbled dreamily.

It felt like her heart might burst at any moment as the passion that had just gripped her fell away. Lockheart leaned in and began to gently nuzzle Twilights cheek. The scents of lavender was still prominent even with the backing of sex. Lockheart looked around seeing the state of the room. Twilight’s magical outburst had thoroughly dismantled what remained of the tidiness in the room. Sniggering the red mare kissed Twilight on the nose before rising off the bed. A distressed whinny followed as Twilight's gaze looked after her.

"Just a moment Honey." Lockheart said softly.

Lockheart grabbed a single sheet that had been blasted across the room. Making sure it was unstained the mare returned to the bed and settled next to her lover who now had her eyes shut. Draping the cloth over the pair of them Lockheart heard Twilight murmur before turning and reaching out. Entangling their hooves together the mares pulled closer so that Lockheart found her head atop Twilights who nuzzled into her neck. Placing a tender kiss to the unicorns horn Lockheart let out a satisfied sigh and closed her own eyes.

The soft sound of her lover slumbering lulling her into a land of dreams.

Dreams all coloured in purple.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Twilight murmured as she shifted position again. The delightful pressure in the crook of her neck, the heat gently resting at the centre of her breast had left her. Cracking a bleary eye open Twilight let her gaze wander the room. She saw the sun ray's lightly flicker through the draw curtains, each shaft playfully twirling the dust in the air.

Twilight Sparkle turned to the empty ruffle in the sheets. "Lockheart?"

Her head was still spinning from the memories of the night prior. She coughed lightly as the weary mare lifted her head up to gaze at the room. A furious blush arose quickly at the sight of her room, bed sheets, clothes, her prized pillows all lay strewn on the floor. All signs of how energetic things got last night.

"L-Lockheart?" Twilight called again. Her mind began to panic as images of being alone once again soared to the forefront of her thoughts. She scrambled out of the bed and landed with a thump on the hardwood floor. Just as she went to charge out of the room and search for Lockheart, a shadow moved in the room.

Twilight turned to the movement and saw a pony, coat a pearly white, mane gold and luscious who was stood in front of her dress mirror. She would have screamed at the strange pony if it wasn't for that fact the mare had Lockheart's cutie mark.

"Do you know how I got my mark?" The white mare asked in Lockhearts voice. "I helped a lonely filly have some fun on her birthday."

"Lockheart!" Twilight sputtered moving closer. "What happened to your coat?"

"It was my mother's idea." The white mare mumbled never taking her eyes off the reflection of her cutie mark, or more to the fact the reflection of the bright purple star that adorned the heart. "She wanted a colt you see. She wanted the perfect son to marry to a healthy Princess or Noble mare."

"What?" Twilight said.

"It was because I was a mare she cut my mane, it was because I wasn't the perfect white knight that she dyed my coat." Lockheart sniffled turning to her lover.

"You were that colt? In the gardens?" Twilight said shocked.

"Yes, I was taken there by my mother to try and make friends with a noble pony." Lockheart said fixing Twilight with a glare. "After playing with a lonely little purple filly while her brother left to attend to his training, I finally found me special talent."

"My mother called me away as I got my mark and when she saw it, she left me, abandoned on the door of an orphanage." Lockheart let out a choked sob as she moved closer to Twilight who was unsure what to do.

"I hated you for that!" Lockheart shouted causing Twilight to jump. Lockheart placed her angry face inches in front of Twilights before collapsing into tears and reaching out for her lover. Twilight rushed forward and swept the crying mare into a firm embrace.

"Oh Lockheart." She murmured.

"I-It's Ok Honey." Lockheart snorted. "I was glad to be rid of her."

Pulling back the white mare placed a loving kiss on Twilights muzzle. Both mares sighed as they shared a moment of peace. Breaking away with a gasp Lockheart shifted her position to sit beside her lover, placing her head in the crook of Twilight's neck once again, her lips whispering into the unicorn’s ears.

"I always thought my mark meant that I was good at helping lonely ponies. But now I think I was wrong all this time..." Twilight felt fresh tears spill onto her neck as she pulled the sad mare closer. "...You were the first pony to call me by name."

"D-Do you l-love me?" Lockheart continued as her eyes slammed shut with a quake of fear.

"...Yes." Twilight whispered back to the shuddering mare.

"I am not a good mare."

"I know."

"I've been with many ponies."

"I don't care."

"The Princesses may disown-"

"Celestia loves all her little ponies no matter who they are or what they do."

"Hic*...I l-love y-y-ou...Hic*"

"I love you too."

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

She had just left the market.

Spike had again eaten a considerable amount of gems after his return from Rarity's boutique. The excuse this time was justified a bit though, he had ended up babysitting the entire set of Cutie Mark Crusaders while Rarity went to comfort Applejack.

Twilight felt her face droop slightly at the thought of her friends. The mares had not visited in days since the news of her relationship with the Lockheart had become public knowledge. Twilight snorted a little as she thought over again ways to increase privacy in the small town. It was hopeless however, this size of town everypony had their snout in everypony else's business.

Just wished we could of had more time. She thought sadly.

Taking a right onto the main street Twilight let her mind wander to the gems and the young drake she carried them for. She had expected Spike to be upset or at least confused over her sudden relationship with a pony he had never met. Instead the purple drake had asked to speak to Lockheart alone, something Lockheart had to force Twilight to do. After whatever had been said Twilight had entered the room to find the drake smiling and shaking her hoof, bragging over his accomplishments with Twilight. A thoughtful smile brokered her lips as she let her hooves carry her forward.

"Twilight?" A familiar voice called.

"Wha?"

Turning her head she found Lockheart stood trotting next to her. A frown adorned her face as the mare tilted her head. "Honey? Are you Ok?"

"H-Huh?" Twilight stammered embarrassed at being caught unaware. "Oh yes I was just thinking about Spike."

"I see." Lockheart said with a giggle the frown leaving her. "He is an adorable little thing."

"Pfft, I don't think he would like being called that." Twilight smirked. She let her hooves carry her closer to her lover, placing herself so that her side brushed against Lockheart. Catching a look from the other mare, Twilight felt herself blush but did not move away. The looks from the other ponies on the street were priceless, all gaped in shock and awe as the couple walked down the high-street.

Twilight had been forced to glare at a few to stave off some of the more distasteful looks. Still it appeared as if Ponyville was quite receptive to the couple. The few days that the rumours had been spreading after her relationship had been made public all spoke of the fact that the sun's favoured foal had, reformed, the evil mare Lockheart. Using the powers Twilight possessed from the elements the mare was now clean and the lover of her saviour.

Lockheart had found it most amusing, Twilight had found it to be distasteful, like a ending to a bad romance novel. Seeing only looks of shock and hesitant acceptance today Twilight leaned over to kiss her mare on the cheek. Lockheart merely snorted as the pair continued to walk.

"Have you spoke to your friends?" Lockheart said after a time leaning her head closer.

"N-No." Twilight whispered glumly.

"Don't fret my little pony." Lockheart whispered back. "They won't abandon you."

"Then why don't they come." Twilight said sadly.

"I think they are waiting for me to leave." Lockheart replied. "Something I'm going to do."

"What!" Twilight jumped.

"Hush." Lockheart said placing a hoof to the purple mare’s lips. "What I mean is, I have to clear a few accounts, inform a few ponies that I am out of business, make sure no pony will ever bother us."

"O-Oh..."

"Twilight, go and talk to your friends." Lockheart said patting her lover on the shoulder. "I'll be gone a week or so, I hope to see you back to normal with them by then, Mhm?"

"Ok." Twilight said feeling a smile wash over her.

"Good." Lockheart leaned in and placed a firm loving kiss. "I've got a train to catch, see you later Honey."

Twilight waved a solemn goodbye as she watched her love walk away, her eyes wandering over the red swaying hips. Smiling a small devilish smile Twilight basked in a few images of those hips before shaking the thoughts loose. Sighing the mare turned around to face out of town, toward a set of apple trees in the distance.

Taking a deep breath she began to trot forward.

Author's Note

Hey'a!

So this has been in my list for a long time. I've wrote some stuff before but never a NSFW flick. Ah well first time for everything. This kinda started out a drunken ramble which was a poorly edited, spelled and grammar checked mess. After a few days I decided to add in the story itself rather than sticking to just the NSFW scenes. Once done I just needed to spell check and I was done.

That was a year ago...

So it's out now, I've gone over it with a mane brush enough times than I can count. (Which is not very high. :twilightblush:) I doubt I found everything but if you like this story please like and fav it. :twilightsmile:

Now I'll be getting back to spell checking another one...