Twilight had spent the entire day lost in her studies and experiments. She been kept extremely busy, mainly because all of the experiments she had performed had gone haywire on her. As the day drew to a close, she was feeling frantic enough that Spike had threatened to call her friends if she didn’t quit for the night.
She had relented once her young assistant had started writing a letter to Princess Celestia. She may love that purple dragon like a son, but at times, she had to wonder just whose side he was on! For her, a break from her experiments would normally mean she would have time to study something new, but much to her dismay, even that was banned from her. Dejected, and feeling as if she had been banished from her own laboratory, she headed out the door, and trotted in the direction of the town’s newly-built public pool.
Even though she knew it closed a couple hours ago, she didn’t care. She just wanted to some time to herself right now, and the deserted pool seemed like the perfect place to be alone.
She arrived at the pool a few minutes later, and it took her a brief second to open the locked gate. She sat down at the edge of the water and sighed softly, not noticing a shadowy figure creeping up behind her.
“BOOO! Guess who!”
Hearing that would have been enough to startle her, but the pink hooves covering her eyes made her jump, and she landed into the pool with a loud splash. “Pinkie! What are you doing here?” Twilight asked as she looked up at the pink party mare. “You know that the place is closed, don’t you?”
“Well of course, silly-nilly!” Pinkie replied happily. “And why are you all alone her, all mopey and frowny?”
“I had to get away from the Library. Would you believe that Spike has banned me from studying for a whole week? He said that I was getting too stressed out with my studies, which isn’t true!” Climbing out of the pool, she sat down next to the party mare. “So, why did you follow me here?” Twilight asked.
“To cheer you up, of course! And I think I know the perfect way to do so too!” Pinkie reached into her saddlebags. “I was thinking we could play some dress-up games!” A few seconds later, Pinkie pulled out two pairs of striped stockings and a kilt.
Eyeing the items with a skeptical look in her eye, Twilight wondered if Pinkie had finally gone off her rocker. Then again, she suspected that Pinkie had done that a long time ago. “And what made you come to this decision?” Twilight’s voice dripped with skepticism.
“I see you doubt me, Twi. Let me show you!” And with that, Pinkie Pie bounced off and around a corner, only to appear a few seconds later. When she came back around, she was now wearing four black and red striped socks and a kilt. All Twilight could do was stare at her friend in puzzlement, wondering just what was going through the pink mare’s mind. Granted, the kilt looked cute on the pink mare, and the stockings, well, they had a certain erotic appeal about them that started to give Twilight some mischievous thoughts. Still, never before had Pinkie shown herself to be interested in her, nor had she had any interest in Pinkie.
“Well, what do you think, Twilight?” Pinkie asked.
Twilight didn’t really know what to say. It wasn’t like Twilight was inexperienced in these matters. She had been with mares and stallions both, but this was something she hadn’t expected from one of her closest friends.
“Hmmmm... maybe I’m being too subtle,” Pinkie thought out loud, quickly closing the distance between herself and Twilight. Without wasting another moment, she tackled the unicorn and held onto her tightly, kissing her deeply.
“Pinkie! What do you think you’re doing?” Twilight asked in shock, breaking the kiss, a small string of saliva connecting their muzzles. “Why are you doing this?”
Realizing now that her tactic might have been a mistake, Pinkie sat next to her friend, feeling a little embarrassed. “Well… I just thought that maybe some a good time might help you feel better, Twilight. It always works with Rarity, and I wanted to help you in the same way. I’m sorry if I made you uncomfortable...” She trailed off, her shoulders slumping.
“I’m flattered that you wanted to help, Pinkie, but you just took me by surprise.” Pulling the pink pony back down to her, she continued. “But you are right, I could definitely use some fun tonight.” And with that, Twilight kissed Pinkie deeply, rolling her over onto her back. Twilight had no reservations of having sex with a friend, but generally, she preferred to be in control of things. Deepening her kiss, their tongues intertwined in a passionate wrestle, their hooves slowly and sensually exploring each other.
After a few minutes, Pinkie moved her hooves downwards, but Twilight firmly stopped her advance, holding her friend’s hooves down as she nibbled softly on the pink mare’s neck. Using her hind leg, she slowly rubbed Pinkie’s marehood, feeling the earth pony’s juices drip onto her leg.
“Mmmmmm... Twilight... You don’t know how long I’ve wanted to do this with you...” Pinkie moaned softly, her desire slowly but surely rising higher and higher.
“Shhh...” Twilight gently commanded. Reaching down, she knead her lover’s nipples under a hoof before she moved further down to caress the wet flower between her legs, bringing a soft moan to Pinkie’s lips.
“Pinkie, there is something you can do for me. I want you to suck my horn,” Twilight said her as she slowly ran her hoof up and down her lover’s slit, gently spreading her lips and finding her hardened nub at the top. As Pinkie started sucking on her horn, Twilight started rubbing Pinkie’s clitoris in a slow, steady, and circular rhythm.
With increased moans of pleasure, Pinkie wrapped her lips around the horn once again, and took the whole length into her mouth, sucking softly as her tongue twirled around it. This got the unicorn very hot, and the urge to service herself with her other hoof got strong, but she waited, focusing on rubbing the pink mare’s clit more firmly. She gave it a couple gentle taps before moving down to the entrance to her wet tunnel, slowly teasing it with her hooftip.
As Pinkie’s moans turned into sharper gasps, she started sucking harder, bobbing her head faster up and down on the magical shaft. The vibrations from Pinkie’s moans and gasps, as well as the intense stimulation of Pinkie’s ministrations, brought Twilight close to the edge. It had been quite a while since she had been with somepony, and her need to release just made the intense pleasure build up that much quicker. Twilight rubbed her hoof all around Pinkie’s wet pussy, and then slid it inside of the mare’s snatch.
“Oh MY!” Pinkie exclaimed as she felt her pussy stretch to accept her friend’s hoof. The thickness of it stretched her almost painfully, but it felt incredible. After Twilight pushed several inches inside her, she started pumping her foreleg, pistoning it in and out slowly. This proved to be nearly more than she could handle, and the fire inside her built quickly to a peak then released into wave after wave of powerful pleasure, causing her to cry out around Twilight’s horn as her orgasm crashed through her.
Twilight had been very close herself at this point, and the feeling of Pinkie’s marehood tightening around her hoof, combined with the furious sucking that Pinkie was providing, was just enough to tip her over the edge, bringing her to her own orgasm as she gasped in ecstasy along with her friend.
“Thanks, Pinkie… You don’t know how much I needed that…” Twilight said, collapsing beside the pink mare.
Without answering, Pinkie returned the kiss with passion and desire, wanting more. This time around, she was the one to take control. Breaking the kiss, she rolled Twilight on her back, leaving a small trail of kisses down her neck and her soft chest. When she reached Twilight’s soaked nethers, she softly kisses all around it, being sure not to touch Twilight’s swollen clit. After a couple minutes of teasing her, Pinkie slowly traced her tongue ever so lightly around Twilight’s entrance. Sensing the need within her friend growing, Pinkie pulled Twilight’s marehood open with a hoof and caressed her tight hole before slipping her tongue inside.
Twilight gasped strongly at the probing of the mare’s skilled tongue. As her breathing quickened, Pinkie worked her tongue in and out, then moved up to her clit, flicking it with her tongue several times before wrapping her lips around it, suckling softly. Twilight’s gasps came quicker and more loudly now as she was made love to by a very skilled mouth. It didn’t take long before Pinkie’s ministrations brought Twilight to a second orgasm. As she came for the second time that night, she squirted several bursts of her sweet cum into Pinkie’s waiting mouth, which she quickly swallowed.
Coming down from the euphoric high a few seconds later, glanced down at her friend, panting slightly. “That was definitely what I needed Pinkie, thank you...”
“Silly, we’ve just gotten started!” Pinkie replied slyly as she reached into her saddlebags, pulling out two double dildos, much to Twilight’s surprise. “We haven’t even gotten to play with these yet! I’m going to rut you hard tonight, Twilight,” she moaned as she slathered lube all over her toys.
This was something entirely new to Twilight. She had never been penetrated in both of her holes at the same time, and the thought of it filled her with excitement. If the size of each toy was any indication, this was going to be intense. “I’m loving this idea, Pinkie,” she said hungrily, eyeing her friend’s toys.
Without wasting another moment, they turned themselves around so that they faced away from one another and slid closer to each other. Pinkie lined it up the first dildo with their snatches while Twilight did the same telekinetically with the other dildo, but with their backdoors. Slowly, they pushed back and let the two thick toys enter their holes.
Twilight gasped loudly as her sphincter strained at being penetrated by the thick shaft as she felt it slide deeper inside of her. After a minute, the two mare’s plots were just about touching as the dongs sat deep inside the two of them. As they got used to the feeling of their holes being stretched, the two started rocking their hips back and forth, the thick dildos slid in and out of them effortlessly, building an intense pressure within their cores. As they felt themselves nearing the edge, they started thrusting faster and faster.
“Twilight... I can’t... hold out much longer…” Pinkie moaned as the two dildos pistoned in and out of her relentlessly. “Ahh, I’m gonna cum!”
Twilight was pretty close as well, with both of the thick toys filling both holes, slamming in and out of her. She bucked her hips harder and faster, wanting, no, needing to cum hard. “Cum with me, Pinkie!” Twilight cried out as she neared the point of no return. After a few more moments of frantic thrusting, the dams burst within the both of them, the two crying out loudly as they came hard, splashing each other’s nethers with their sweet cum. They both collapsed in exhaustion, the dildos slipping out of them, each lost in the euphoric feelings from their orgasms.
As the two of them lay panting at the edge ot the pool, half passed out from the strength of their mind-numbing orgasms, they didn’t hear a stifled moan from a small cloud suspiciously floating just outside the pool’s fence.
As Rainbow finished riding through her orgasm, she let out a sigh, as she wanted nothing more than to be down there with Twilight and Pinkie. “Ah ponyfeathers… I have some REALLY hot friends…”
Author's Note
As I said, I wrote this for a friend of mine. Took only 75 minutes. I thoroughly enjoyed writing this one.
I need to thank The Abyss for his work on this.
I now give you a MUCH improved version! 
