Applejack woke at dawn, as was her custom, groggy from limited sleep. Her nose was buried in Rainbow Dash’s wonderful mane. Dashie still slept—Applejack knew she’d be able to get halfway through breakfast before the sleepy pegasus made her yawning, hungry appearance.

Blinking, Applejack remembered—the day held some dismaying encounters that she would have to deal with, the sooner the better. It wasn’t often that she had to go and apologize, and Twilight had already seemed awkward—chasing her out of the house, teasing her about her poor eyelashes, refusing to share a bed with her. Seemed uncharitable, as well as difficult.

It didn’t change the fact that Dashie had stolen her bit, and that they’d broken it. Applejack winced, wishing she’d never let Dash do that, but it was too late for second thoughts.

It seemed a little bit after dawn, actually. She hadn’t slept until after the thunder stopped, even though Dashie’d snored through most of it. Comfortin’, thought Applejack.

Facin’ Twi was going to be awful. She’d have to just bust in and do it, jes’ blurt it out.

No time like the present…

She would just go over, before breakfast, and try to apologize.

Twilight stirred. Her bed seemed strangely uncomfortable, and there were hoofbeats approaching, though she didn’t want to leave her dreams, and the tender embraces of…

It wasn’t her bed. It was the floor. And the embraces weren’t going away, nor were the hoofbeats. They were getting louder fast. Twilight could hear them, for she was lying on the floor just inside her front door, which was closed against the previous night’s wind and rain, but not latched. Spike hadn’t wanted to disturb her and Trixie with even a sound, not that she’d have noticed. The door stood just slightly ajar.

More of reality crept in. Twilight blinked, a look of dismay growing stronger and stronger as she remembered. She made a little whimpering sound. Trixie, in her sleep, seemed to register it, and she drew Twilight closer, an inexpressibly comforting sensation but poorly timed, as the hoofbeats were getting really close. Somepony was cantering really hard, barely short of a gallop—and whoever it was, they were making a beeline for Twilight Sparkle’s house.

Twilight squirmed. Trixie instinctively drew her closer still, curling around Twilight’s back and rump in a cozy, intimate fashion that would’ve been wonderful in the absence of loud hoofbeats drawing up in front of Twilight’s house, and panting, anxious breaths on the other side of the door.

Breaths that seemed dreadfully familiar. Twilight froze, shaking her head weakly. No…

“Aw, hell,” whimpered Applejack, shifting from hoof to hoof in her anxiety—and gave the door a shove, with a cry of “Good m…”

She stared down at Twilight, lying on the floor, and the suddenly awake Trixie, whose body wrapped around Twi possessively, whose crotch snuggled against Twilight’s curvy ass.

Trixie’s eye was blackened, and there was blood on her face. Her eyes glared in alarm and resentment, and she drew Twilight still closer, protectively, setting her jaw.

Twilight’s lip quivered, and her eyes were pools of horror and guilt.

“Do nothing,” said Trixie levelly. “Do nothing, Mistress.”

Applejack glanced back and forth between them, aghast. “I… I come here to, to apologize, but, but, but seems like it is a bad time!”

Twilight gulped, tears coming to her eyes, and blurted, “I love you…”

“Seem like this is a damn funny way to show it!” cried Applejack. “How dare you?”

Trixie’s eyes narrowed. “She protected someone you love last night. Not that the likes of you would understand that…”

“The hell are you even doin’ here?” snapped Applejack. “All wrappin’ yourself around my marefriend, on th’ damn floor?”

“Like you deserve her!” retorted Trixie, savagely.

Hearing this, Twilight let out a cry of rage. She kicked and thrashed, forcing Trixie to let go of her, and she scrambled to her hooves, whirling and confronting Trixie with a snarl.

“Do you want another hoof to the head? Do you?”

Trixie flipped. She cowered back. “No, Mistress!”

“Shut up!”

“Yes Mistress!”

“This sweet little unicorn mare has to explain some things! Actually, really a lot of things!”

“Yes Mistress!”

Twilight panted, still showing signs of fury as she turned to Applejack, who stared in disbelief, first at the spectacle of Twilight trying to put on a winsome, pleading look, then at Trixie who quivered on the floor. A familiar scent seeped through the air. Applejack had smelled it on Dashie, and on Twilight. It was different. This time, it could only be Trixie—Trixie, so aroused she was dripping pony pussy lube, and the reason could only be Twilight’s rage, the same rage she was unsuccessfully trying to cover up.

Trixie gazed imploringly at Twilight and Twilight alone, and Twilight did the same for Applejack, and Applejack stared back for second after second, speechless.

Speechless, until she gave up trying to figure it all out.

“Aw, fuck this!” said Applejack.

Twilight’s eyes widened in panic, but Applejack shot her a hurt look and turned to go.

“No, wait, stop!”

“Ain’t worth it,” said Applejack wearily. “I’ll square it with Dashie somehow.”


“No way. No WAY, missy.”

Twilight couldn’t move. Applejack plodded out the door, tail dragging, and the two unicorns watched her walking steadily away, drooping but determined.

When Twilight turned again, Trixie cowered some more, but it wasn’t anger Twilight had for her this time. “Trixie, what do I do? Please!”

Trixie gulped. “Mistress?”

“Yes! Help Mistress. YOU understand me. You know what I’ve done, you know how I feel… What do I do, Trixie? Quickly, quickly!”

Trixie racked her brain. “Even if you cannot have everything you wish…”


“Mistress, regardless of what happens—what do you truly need to say to her, right now? And what does she need from you?”

Trixie squeaked, as Twilight pounced and gave her a hug.

“Oh, thank you!” cried Twi, and she was out the door, galloping after Applejack.

Trixie watched her go, watched the two ponies meet in the distance, turn to face each other. She couldn’t hear what they said. Trixie blinked away a tear, and muttered, “If she hurts Mistress, Trixie will hogtie her and stuff apples up her ass this time…”

Out in the street, Twilight seized her chance, as Applejack faced her. “Please! I can explain! I owe you the truth, Applejack! Aren’t you even interested, don’t you want to understand?”

“All right, then—how much is this gonna hurt my poor lil’ pony brain? This better be good.”

Twilight looked down. “Um. I’m not sure it counts as good. And if it hurts my brain, that doesn’t exactly fill me with confidence about yours…”

“Was she fuckin’ you? Why’s she call you mistress? Where has she been?”

Twilight gulped. “I’ve been hiding her upstairs. She’s been in my bed.”

This seemed to not be the best possible answer. Applejack’s look darkened.

“What else you been hidin’, missy?”

“Nothing!” protested Twilight. “We aren’t even having sex! …mostly. I’m not sure that counts. And she’s not as bad as you think!”

“You are tryin’ to have it both ways!” accused Applejack. “You’re tryin’ to make me a stallion and all the time you got this Trixie and you din’t say nothin’, not nothin’ about it!”

Twilight bridled. “You had me and Rainbow Dash! That’s the whole trouble!”

This didn’t sway Applejack in the slightest. “I know Dashie. I know who she is, I know what she is. From the start, I knew Dashie. I thought I knew you, Twilight. I reckon I made a real bad mistake.”

Twilight Sparkle couldn’t respond. Then, as Applejack turned to leave, she cried, “Wait!” and real pain was in her voice, the tone of resentment gone.

Applejack turned back. “You got more to say?”

Twilight did. Her eyes swam with tears. “I’m sorry. I’m so sorry, Applejack. I didn’t mean to hurt you. It got so complicated.”

Applejack sighed. “Yeah, ain’t that the truth? I’m not good with complicated, sugar. Honest, I ain’t. Complicated makes me want to kick holes in th’ wall.”

“I don’t want to… to not even be friends,” said Twilight. “Please, can I try to make it be more simple? I don’t want you to think bad things of me.”

“All right. I hear ya. Shoot. What’s this mistress thing? What is Trixie to ya, since I don’t understand? She took a fancy to ya, hung around?”

Twilight glanced away, awkwardly. “Not exactly.”

“Well, she was hangin’ out in your bed! She got to lie in your bed while you took me on th’ floor. I’d have liked that bed, girl. I don’t get it.”

“She couldn’t help it! I, um, I tied her up.”

Applejack blinked. “Say what? How about that black eye?”

“Uh, that was me too…”

“Should I count myself lucky y’all din’t beat th’ crap outta me, too?”

“No!” protested Twilight. “It was all because, when the first bit went away, I needed you as a stallion back! You were my… my…”

Twilight broke down. Eventually she managed to say “…mate…”

Applejack watched Twilight weep for a moment. She didn’t move to embrace her, but her voice was gentle as she said, “Easy, pony girl. Maybe I’m gittin’ to understand.”

“I had to have you! And she didn’t want to help me. So I MADE her help me. I tried to treat her nicely… except sometimes I really, really didn’t… and it turns out she’s a thing called a masochist, though she didn’t look like one…”

“No, she din’t,” said Applejack thoughtfully. “Ain’t that th’ truth. I couldn’t believe my eyes when I saw her grovellin’ at you. To me she was same ol’ Trixie, mean as ever.”

“It was all to get the bit back,” said Twilight. “All of it. It was all for you…”

“Let’s go back to that black eye, sugar. What’d she do? I got that you tied her up in your bed, to keep her so she’d help you make another bit. An’ you did, too, din’tcha? Well, what went on that give her a black eye? If it helps you, I’ll admit that me an’ Dashie get kinda rowdy. I thunk I was maybe goin’ beyond the beyond when I bit ya, that ain’t the way you and me gen’rally were with each other. Seems like you like it even wilder than that there, huh?”

“No, that was about Rainbow Dash,” said Twilight.

“DASHIE hit her in the eye?”

“No, no!” said Twilight. “It was about… hurting Rainbow Dash. Um… k-killing her, maybe.”

Applejack froze. “Sugarcube, if Trixie’s fixin’ to hurt Rainbow, I’m goin’ right back there an’ black the other eye. Hear me? I’ll run her out of town!” She snarled. “Y’all better tell me more. Now!”

Twilight seemed to draw in on herself. She couldn’t meet Applejack’s eyes. “It’s over. I promise it’s over. That will never happen again. I swear, Applejack. I swear you have nothing to fear anymore.”

“How can you say that? What would she even want to harm Dashie for anyway? She done beat both of us and whirled Dashie around until she was sick, why would she ever…”

“No!” said Twilight, her look tragic. Her lip quivered, but she forced herself onward. “The one who wanted to kill Dash… it was me.”

Absolute silence, as Twilight explained herself.

“I was so jealous, so jealous… I was trying everything I could think of to win you, keep you interested, and then yesterday, I saw Dash outside dressed up funny, and I thought she’d gone away again… but then when I saw my bookcase and realized she’d been in my house, and she stole the magic bit from me…”

Applejack’s eyes were squeezed shut, a tear leaking out, and she was muttering “…told her, should have TOLD her not to do it…”

Twilight pressed on. “And I was so angry… I just understood how everything had to be. I was so certain. I was ready to go out and… do it.” She gulped, looking miserable and sick.

Applejack looked even sicker. “Dang. Uh… thank goodness you stopped yourself. Took it out on Trixie, did you?”

“I didn’t,” said Twilight in a tiny voice, hanging her head.

“Beg pardon?”

When Twilight’s eyes came up to meet Applejack’s, they were defenseless.

“I didn’t stop myself. I’m not sure I could have. Trixie stopped me.”

“You’re kiddin’. You kiddin’?”

Twilight shook her head. “She loves me. She’s really smart, too. She told me I’d destroy everything I cared about. She just would not let me go out that door… I zapped her, I hit her, none of it mattered. She kept on blocking me, arguing harder and harder until I… broke.”

Applejack was speechless, gazing into those deep violet eyes as if searching for monsters.

Twilight added, “I think you owe her a little more appreciation…”

“I reckon,” said Applejack unsteadily, “I owe her all my whole life.”

Twilight’s eyes dropped again. “I’m so sorry, Applejack. I swear to you, I’ve come to my senses, and you have nothing to fear. I won’t trouble you or Rainbow any longer. Maybe Trixie can distract me or something. In fact, I’ll… we’ll make you another bit, how about that?”

Her tone was determinedly bright, as she talked on, trying to reassure the silent and deeply shaken Applejack.

“The trouble is, we haven’t mastered the formulation for the thing, so there’s a risk that it will explode when you and Rainbow use it, but I promise we’ll work on that, you may or may not want to resort to the current formulation which we can make more of… I’ll leave that up to you though, this is not me saying I won’t let you have them until they’re fixed. All I want is to make it be right for you and if I could ki…”

Applejack blinked, her heart giving a lurch. Twilight had hit some kind of wall, at speed. She was trying to smile, but something terrible was wrong.

“What? Ki-what?”

Twilight shook her head, tears springing to her eyes.


She shook her head harder, her face twisting.

“Say it, Twilight! Say it!”

Twilight’s face twisted in anguish, but she forced herself to speak, for Applejack.

“If… I could kiss you… one more time…”

With that, Twilight Sparkle broke down completely, weeping in the middle of the street like a very little filly. Applejack stared in horror for a moment, sighed, and gathered her up in a hug, petting Twilight’s mane with a forehoof as she bawled.

After a while, she lifted Twilight’s chin—and did give her a very sad, but very sincere, kiss. Twilight’s lip quivered as she gulped back more tears, for she could see that Applejack was trying to say something, having trouble with it, finally coming out with two heartfelt words…

“Be good.”

Twilight nodded desperately, and then her weeping started up again, and Applejack held her until she could be brave and steady. It took a little while, but finally Twilight was ready to move on. They walked opposite directions, and Applejack peeked back over her shoulder constantly, but Twilight did not—she walked slowly back to her house, head held high, not one backwards glance even when Applejack wasn’t looking.

She faced Trixie and Spike.

“We’re going to make them a bit of their own. Heck, we might as well solve the problems and then we’ll make some for everypony who wants them. Why not?”

“And… Applejack?” asked Spike.

“I think we can be f…”

By the time Twilight was able to force out the rest of the pitifully quavering and forlorn word ‘friends’, Trixie and Spike were both already embracing her. She’d used up all the spirit that let her walk away from Applejack, and had none left, so she didn’t shake it off this time. Twilight cried and cried and cried until she was exhausted, and could do nothing else.

It didn’t matter. They stayed with her. They weren’t going anywhere.

Back at Sweet Apple Acres, Rainbow Dash had made herself useful—sort of.

“I burned the eggs! Guess I’m not as good at that as you are. But I made more for you, since you were out. Did she accept your ap-OOF!”

Dashie fluttered her wings, startled by the grim intensity of the hug Applejack wrapped her with. She giggled, hugging back. “Good news? Easy there Boss—I gotta breathe!”

Applejack didn’t stop, though she did loosen her grip. She heaved a great sigh, and wiped her eyes with the back of a hoof. “Sorry. Yeah… she says she’ll make us a bit for us to have. How’s that?”

Rainbow Dash’s wings flared out with a joyous pomf. “Woohoo! Wait, uh, hey, why are you crying?”

“I’ll tell ya later.”

“Is it about the good thing we’re getting?”

“It’s about th’ good thing I din’t lose,” said Applejack.

“So, this will be the control, Mistress…”

Twilight nodded, morosely. Spike had excused himself. They were in bed—a bed that wouldn’t see Applejack any longer. For what it was worth, the bed clearly now belonged to Twilight and Trixie. Twilight’s enthusiasm was limited.

“Is it going to be okay, Mistress? Trixie only wants to please you… but we must also do research.”

Twilight stirred. “Ah. Sweet talker.”

Trixie winked. “Of course, Mistress. Trixie loves you. This should feel like love. Trixie hopes it can heal your hurts a little.”

Twilight stirred, and fixed her with a bitter, cranky gaze. “Trixie, lest you forget, the last time anyone had sex in this bed, it was me raping you. Don’t you remember? I tied you up, gagged you so you couldn’t scream, and I fucking raped you. Mind explaining why I deserve smiles and cuddles? I thought I was doing research too, without your cooperation, but I did terrible things.”

Trixie smiled. “Oh. You mean the single most arousing experience of my life, right?”

“You’re so fucking twisted,” grumbled Twilight.

“Doesn’t change the fact that FOR ME, you gave me a life-changing experience that’s put me on the right path,” said Trixie briskly. “I knew what I wanted. I’ll admit that I was manipulating you, and you did exactly what I’d hoped—but I had no idea you’d get into it so much. Twilight, do you know when you earned my service forever?”

Twilight lifted an eyebrow. “No ‘Trixie’, all of a sudden?”

“Perk up a little, my love, and you may have it. Trixie will be dominant FOR you, until you are better. Then she will happily serve you. Again, do you know when you earned my service forever?”

“When you squirted for like half a fucking hour?” guessed Twilight.

“That started it, but that wasn’t the clincher.”

“When you talked about replacing Spike, and I lost my shit at you?”

Trixie shook her head. “No, dearest. It was when you offered me the alfalfa again, afterwards. Because you are kind, and you’d promised.”

Twilight said nothing.

“That,” said Trixie, “is when I knew a pony could own me from head to hoof, and still have a loving heart.”

Trixie nuzzled Twilight, and continued. “You were so good, helping me to make one final Mark Two. We have to test it now. Look, see, I’ve drawn a chart for you? It’s our Mark Two bailout condition chart. We won’t talk about it more than necessary if it makes you sad, but you see how we have an Applejack and Twilight box that’s been checked off once, and a Twilight and Trixie box that hasn’t been checked off yet… maybe some day… and a little tiny Applejack and Rainbow Dash box that’s been crossed out but data would not be complete without it…”

“Blown off the page,” grumbled Twilight, tearfully. “By the force of their fucking passion.”

“We do not falsify data, Twilight! Right?”

Twilight nodded. “Of course not. Onward.”

“Onward indeed! Now, we have this Trixie and Twilight box. We can call this unit verification testing. Not so much to test that our Mark Two still has its behavior, but we must establish at least one case where Mark Twos explode and our projected Mark Threes do not.”

Trixie beamed. “Fortunately, we have the ideal test subject present, i.e. the Great And Powerful Trixie! Which means that we have, in-house, both a case where the bail-out condition was not met, and one where it is guaranteed to be met! Trixie now wishes to conduct testing. Has her beloved any requests for better user satisfaction? Motions, preferred dimensions, auxiliary devices?”

Twilight regarded her suspiciously. “You can pick dimensions? Really?”

Trixie sagged. “No. Trixie hopes she is lucky. If Trixie resembles that Fluttershy, we have a big problem.”

“You’ve never tried it? Really?”

“Trixie has never tried it.”

The corner of Twilight’s mouth turned up. “So… you’re doing a little research of your own, too. You don’t know what the outcome will be.”

“It’s not science unless you’re testing uncertainty,” pointed out Trixie.

Twilight nodded, cheered. “Somepony understands, finally. So you’re a little worried? That you’ll come up with a penis, and I won’t like it?”

Trixie’s gaze dropped, and she nodded.

“I have a worry, too,” admitted Twilight.

“Oh? Tell Trixie.”

“I’m worried that we’ll do this—and the bit won’t blow up. You’re so weird—maybe your love isn’t love. Maybe it’s something else? Some kink thing?”

Trixie first looked hurt, then skeptical—then amused.

“Would Mistress care to bet on it? Name anything. Anything at all.”

Twilight looked upon Trixie’s smugness, and the corner of her mouth turned up again.

“No bet, Trixie. If you could see your face, you’d know why.”

“Well, then!” said Trixie. “Is Mistress ready?”

“I can’t answer that,” pointed out Twilight, “until I see what ‘Mistress’ is expected to handle. Are you ready?”

Trixie hesitated.

Twilight rolled her eyes. “You’re that worried? Seriously? You’re that worried that I’m not gonna like your dick?”

“But if it doesn’t please Mistress…”

Twilight’s eyes narrowed. “Trixie. Research will NOT be delayed on that account. Proceed. Now!”

Trixie gave a little squee of desire, gulped, seized the Mark Two in her teeth, and rolled over onto her side, displaying the results of the experiment for the waiting Twilight.

“Aren’t you going to look?”

Trixie had her eyes shut. “What do you see, M’stress?”

“Interesting correlations, that’s what. Trixie! Look at yourself!”

Trixie obeyed, opening her eyes and looking down between her hindlegs. Her eyes widened. A blue stallionhood jutted forth, but it was dappled with the white of her mane, which she hadn’t expected. Trixie squinted critically at it. It seemed not long enough—sure as hell wasn’t as long as Applejack. The flare was blunt—and that was presumably good—but it wasn’t on the same imposing scale. It seemed awfully slim—but that wouldn’t be polite to say, because it was very similar to Twilight’s, except with a blunt flare rather than a thin one.

Trixie noticed Twilight staring at the blunt business end, and felt a little surge—and noticed that her bulk seemed to swell out more. Twilight’s hadn’t, it just got outrageously hard, even the flare, but hers seemed to act a little different, like its thickness was going to vary.

She gulped. “Does M’stress… approve?”

Twilight regarded the Trixie-cock critically. “You wouldn’t know this, but I never managed to fit all of Applejack. And it tended to hurt, even hurt a lot. What with me not being cuckoo with passion, this is probably fine. I think we can proceed.”

Trixie’s heart sank—but she reminded herself, all she could do was the best she could—and she did truly love Twilight, and they had research to conduct.

“How would you wish it, M’stress?”

Twilight looked disgruntled. “I’d like to say, a way that Applejack never did, but we don’t really have one—or at least not one that I like. Hang on… I just thought of something.”

“A position?”

Twilight shook her head. Her horn glowed, and the red lacquered box at the foot of the bed opened. From it, a scrap of what looked like fabric emerged—except that closer inspection revealed it to be very fine chain mail, metal ‘fabric’.

“Open up.”


“Mouth protection.”

Trixie’s eyes filled with tears. She placed the bit on the bed, allowed Twilight to enclose it in steel fabric, and took it in her teeth once more. This time, her cock seemed even thicker—and she trembled, washed by waves of adoration and love for her Mistress, who might have seemed unimpressed but who looked after her welfare and believed in her love.

Twilight’s eyes widened a little, noticing the change. “Hmm. That’s interesting. Bite down harder.”

Trixie did, and the bulk expanded hungrily, though it didn’t get any longer.

“Very interesting,” said Twilight, and licked her lips. “How about you don’t bite harder, or I’ll tell you when, and we can get started?” She rubbed between her legs, clopping herself, and wriggled over to press her rump against Trixie’s belly. “I think I’m good.”

I think you’re wonderful, thought Trixie, and guided her hips cautiously forward.

Both ponies gasped as Trixie made contact, her subdued blunt flare nudging at Twilight’s vag. She hadn’t so much as winked, but she squirmed now, biting her lip. “Oh yeah.”

Trixie applied a little pressure, and Twilight’s body opened for her and let her in. It was a dizzying sensation. The texture of her was almost too intense—she wasn’t all that slick, either, and Trixie felt the skin-on-skin contact and hesitated. Then, Trixie felt something juicy sneaking right up her shaft—not come, but something else trying to ooze forth, and she blinked.

“C’wpers gland!”

Twilight gasped. “What did you say?”

“C’wper’s gland, makes a slippery secr’tion? It gave me one, it’s h’ppening!”

Twilight moaned. “Oh my Celestia! I can’t believe you would bring up anatomical studies at a time like this!”

“Sorry! ‘m sorry!” whimpered Trixie. It had worked, anyhow—Cowper’s gland had oozed forth just enough of its slippery stuff to inch a little bit more cock into Twilight.

“Oh don’t be…” panted Twilight.


Twilight Sparkle wriggled, and it became very clear that it wasn’t all Cowper’s gland. Twi’s body had kicked in as well, and her unicorn vag had abruptly got serious about lubricating. The sensation was still dizzying, but the friction was gone.

“Fucking… hottest thing… ever…” moaned Twilight.

Trixie blinked. So this was nerdy-corn sex? Maybe there was a narcissistic element. “M’ybe there’s a n’rcissistic element?”

Twilight panted. “Wouldn’t… be surprised… how’s the coeff! …ficient of friction?”

Trixie shifted her hips, and another few inches of unicorn cock slid into Twilight.

“Oh my gosh! Oh, Trixie, I so fucking needed this…”

“D’s it make you feel b’tter?”

Twilight nodded, as Trixie nuzzled her mane. “I’m sure I’ve read some quotation about the best way to console a widow… and that’s kind of how it is… and it’s true, it’s nnnnh! comforting… oh thank you, thank you so much…”

Trixie nudged another inch of cock in, feeling Twilight’s body tremble. “If Tr’xie rem’mbers, the quote adds, rem’mber the risk…”

Twilight laughed. “You know it!”

With another push, Trixie was hilted in Twilight, nudging cozily up to her depths. It felt as if she could push deeper if she really had to, but she had other ideas. Other… experiments.

“Know what, the r’sk?”

“Ooooh… yeah, are you ready to take the nnh! risk?”

Trixie grinned around the bit. “How’s th’s for an answer?”

With that, she bore down hard on the bit, and tensed every muscle near her crotch as hard as she could.

Twilight squeaked, drawing a ragged breath and releasing it as a wail. “Oh my gosh! Oh Celestia! Oh!”

“Too m’ch?”

“Ngggh! Again!”

Trixie bore down again, and began working her hips back and forth, shifting the inflated stallionhood inside Twilight. She couldn’t tell how thick she’d got, but she could feel how tight Twi had apparently become, which was some indication. Twilight tensed, and then began to squeal and shudder, and Trixie felt the spasms against her, knew that Twilight was coming—coming on the end of HER cock—and felt a sort of surge inside herself, felt the tightness go ridiculous, heard Twilight shriek…

Her body unleashed a gush of unicorn-come, drenching Twilight’s overwhelmed marehood—and inside the chainmail fabric, the bit went off like a supernova, spraying out to the sides, the sparks bouncing off the walls and searing both their eyes with light—and the impossibly swollen ponycock was gone, along with the Mark Two.

She clung to Twilight, panting, but Twi was fighting to say something. “That… place!”

“Huh?” managed Trixie.

“Remember… that place! You did something…”

“Place… in your pussy?”

Twilight shook her head. “No! I had an idea… quickly, with me, start making another bit, and this time we tap into that place you went to! Something about you trying to please me, the way that emotion worked… I have a hunch…”

Trixie shook her head to clear it of its post-coital daze, and tried to comply.

“Quickly, quickly! You’ve got to help, please, Trixie!”

Their horns glowed, and Trixie threw the last bits of her energy into the task. A bit began to form, in the air, though Trixie wasn’t sure where she was getting the energy or the direction. What was she drawing on? It felt like Twilight was drawing on something, concentrating so hard, but from the few hints Trixie could sense, it seemed like it was generosity, giving: strangely not tapping into any form of hunger but instead the desire to please that had flooded Trixie so powerfully.

The bit took form. It dropped to the bed.

“Now take it, take it and finish me!” cried Twilight, desperately.

Trixie gulped—and Twi’s magic flew the new bit directly into her mouth. She bit down, and the magical stallionhood sprang forth again, thumping Twilight’s crotch, provoking a squeal of desire.

Trixie, her head reeling, the sensation melting her mind, complied—thrusting the new cock deeply into Twilight with a determined shove.

Twilight screamed, and Trixie bore down, trying to carry on where she’d left off. Her lover was frantic, writhing with passion and hunger, and Trixie’s sensations seemed to be just as they were before the previous bit exploded—overwhelming. Twi was a hot slippery groping all across her cock’s oversensitive surface, a curvy body kicking and wriggling, hard to hang on to, seemingly about to burst into flame from sheer excitement as the cock plunged deep again and again, and the girth kept swelling as Trixie’s body rushed headlong towards another climax…

Trixie let out a squeal, her body jerking as orgasm took and shook her. Gouts of ponycome surged through her stallionhood, drenching Twilight’s womb again, and the magic cock swelled to teeth-gritting tautness inside Twilight.

Twilight Sparkle’s eyes flew wide. She screamed as Trixie’s cock took up all the elasticity her pussy had and a bit more, and she jerked as well, powerful orgasms rocking her, legs kicking spastically as her body blasted off and the climaxes clubbed at her mind…

And before Trixie’s eyes, Twilight’s horn flickered.

And flickered again…

And then Twilight Sparkle sagged, exhausted.

Trixie panted. She began to realize she was still holding the bit. She also realized her cock hurt, because Twi was too tight on it. It felt like the base part had swelled up more than should be possible. Trixie fought for breath, and then realized Twilight was crying.

She spat the bit out, and it thumped onto the bed, the fat Trixiecock contracting and withdrawing immediately. “Mistress!”

Twilight sobbed.

“Mistress, I hurt you! Trixie is so sorry! But… we did it? You did it!”

Twilight sniffled. “No, Trixie… it’s not that…”

“It’s not? Mistress felt… tight.”

“Yeah, you could say that,” said Twilight. She sniffled again. “That wasn’t bad, it was good. Incredible. More please. But… Oh, Trixie! I couldn’t do it! I wanted to give myself to you completely, and I just fizzled!”

Trixie blinked. “Mistress… is crying because she did not squirt?”

Twilight nodded a bashful little nod.

“But… Mistress does not love Trixie?”

Twilight looked her in the eye. “But I should. I must! I will.”

Trixie teared up as well. “Mistress!”

“I failed…”

Trixie shook her head. “Oh no! Mistress is being foolish again! Test out one magic bit, invent another one in the heat of the moment, put it to use, and expect to unicorn-gasm? After the day Mistress has had? When Mistress has not even grieved the loss she has suffered? Mistress is being unreasonable!”

“I should!” protested Twilight. “You squirted the first time you were with me!”

Trixie regarded her sternly. “Mistress is very special. Trixie cannot be expected to be as special as that.”


“Mistress has also invented the Mark Three. About that—what did you tap into?”

Twilight wiped her tears with the back of a hoof. “I think we both were in a similar place. You wanted to please me so much… as I started to get into it I could feel how close you were, and I felt the power of all that love… the things you’ve done for me… and I needed to love you. There was this yearning to give myself, and it sort of merged with something in you and it called out, and then we had a new power source. I just knew it would work.”

“Do you think,” said Trixie, “that these Mark Threes have a bail-out condition?”

Twilight blinked. “If they do…”

“…it’s not love,” finished Trixie, and kissed her.

Later that day, the sun was setting. The two unicorn mares had slept the sleep of the very sated and very exhausted, and then when they woke, Twilight had insisted they get to work immediately.

Trixie knew better than to argue, but she saw how wobbly and hollow-eyed Twilight was—and so she snuck into the kitchen and made lots of tea, and alfalfa snacks along with some good healthy timothy hay, and had insisted that Twilight eat lunch before beginning. Twilight had grumped, sulked, had been so difficult that Old Trixie had to come forth and scold her, but then she’d complied, and soon she’d felt better, joking that Trixie Mark One was nearly as bad as Bit Mark One had been, but they all had their appropriate time and place.

The sun played its warm and gentle rays across two unicorns who sprawled in ungainly and nerdy fashion against a bookshelf. Trixie was leaning up against the bookshelf in a sitting position, and snored, her mouth hanging open. Her foreleg lay across Twilight, who sprawled with her head in Trixie’s lap. Her tongue stuck out cutely—before falling asleep, she had been mischeviously trying to lick Trixie’s nipples while Trixie stroked her mane. Their energies had not lasted long enough to sustain much mischief—though tomorrow was another day.

As the sun sank to the horizon, its light gradually departed from the treehouse library, and a row of metallic glints along the table, one by one, went out like guttering candles.

First to enter the cozy darkness of night was a gleaming metal bit, tied with a pretty ribbon. It bore a card, which was inscribed, “Dear Rarity: don’t know what use this would be to you, but wouldn’t want you to be left out. Maybe you can use it for modeling trousers? Love, Twilight and Trixie”.

Next was another gleaming metal bit, farther down the table, also with a ribbon, and a card. “To Lyra and Bon Bon, don’t know if this is up your alley but you’ve really earned it—thank you. Twilight and Trixie”.

Then, another gleaming metal bit, this one with a ribbon and a card that read, “Dear Fluttershy: We want you to have this in case you meet some nice pony who’ll use it on you, keep it secret and safe. Twilight and Trixie”.

And last—but the way it was placed on the table, it seemed like it may have been made first—was a gleaming metal bit, perhaps gleaming a little more, as if somepony had polished it up to make it prettier. Even the ribbon was a little bit curlier.

The card read, “Dear Applejack: I will always love you—but this is for you, and the one you love. Twilight”.

Across the room, her head in Trixie’s lap, Twilight Sparkle slept peacefully.