Lyra’s horn glowed as she opened the door to Town Hall—or, rather, opened the door from Town Hall. Her head ached from a day filled with figures and numbers, and her horn felt worn to a nub from endless paperwork—but that was the job description for Ponyville’s town accountant, and Lyra knew nopony else was as good at sorting out the endless rows of data. There were times when she thought Mayor Mare surely was doing it on purpose—things wouldn’t add up, columns snaked down the page or merged with each other, fives softened their contours and threatened to become sixes—but nopony ever quibbled about the overtime she claimed, and she used up all her patience grinding away at the endless figures.

It was beyond exasperating. She found less and less time for music practice, between work and home life. Lyra knew she was a young unicorn, but all the same, she had the feeling her life was pissing away and the sensation drove her wild at times. She cursed her weakness, telling herself she had to put in some hours on her music, knowing she probably wouldn’t.

Her lyre waited at home—well, Bon Bon’s home, but she had equity in the place—but magic also awaited, and she would not resist it for long.

Lyra’s expression darkened. Magic and frustration awaited. It was maddening how difficult it had become to get her needs met. One would think that a little understanding wasn’t too much to ask. Increasingly, she spent all day untwisting numbers, and then all night twisting hooves. Her blessing had become a real pain in the butt, not just a glorious pain in the vag.

The gift of a magic bit had not helped her relationship with Bon Bon.

How many years had she spent, since she’d discovered herself as a new-budded lesbian unicorn, in Bon Bon’s embraces? Bon Bon had been the first to take her to unimagined peaks of pleasure. She had squealed and shot magic from her horn in unicorn orgasm, and she’d been Bon Bon’s shadow ever since: obsessed, adoring, attached. She had been Bon Bon’s fetish—her own went unconsidered and unremarked upon, for there seemed no point. What good was a sexual kink for magic use when you were with an earth pony? All that happened was, Bon Bon let her masturbate using her own magic and enjoyed the results, licking up her apparently delicate and precious youthful nectars avidly.

And then—everything changed, in a way both wonderful and terrible.

The Elements of Harmony (who lived in town) had been restless, engaged in some sort of drama, and the interesting thing was, they’d apparently all turned lesbian. Of course, Rainbow Dash was continually making advances, and Pinkie Pie was beyond belief sometimes, but it had spread. They were paying a lot of attention to Applejack, which surprised Lyra as she was only an earth pony farmer—and the newcomer, Twilight Sparkle, seemed caught up in whatever it was. It seemed that Twilight was seeing Applejack. Lyra thought it odd, but there was no accounting for tastes, even if you were an accountant by trade.

Then, one day, she spotted Twilight from behind, and the lovely unicorn mare looked—used.

It told a story that logical young Lyra could not quite work out. Twilight had been seeing her earth pony, yes. But Twilight was a Canterlot unicorn. That implied certain things! Not for a Canterlot unicorn, the gauche physical contrivances such as Bon Bon had once insulted her with—strapping on a wooden phallus and thinking that could grace unicorn vagina. Surely not! And yet, it really looked as if Twilight had taken something good and hard—and there was only the earth pony mare she seemed to be dating. Lyra went to see the earth pony, even though it meant braving Rainbow Dash who’d also been enjoying a little flathead frolicking, to find out if her suspicions were correct.

They had been. Someone had invented a magic item that grew a penis on a mare—a magic penis, that appeared out of thin air and disappeared once you were done! It was not just like a pony penis for mares to use—it was, if Lyra understood it correctly, a phallus literally composed of raw magic energy in the form of a stiff, throbbing, natural-feeling stallionhood.

The instant Lyra understood that, she had a new fetish that dominated her every thought.

The situation had gone awry, in some way—Lyra knew she’d been a part of its resolution, but wasn’t clear on every detail. Twilight had lost her earth pony lover, but had ended up with the very sexy traveling magician Trixie Lulamoon—no loss, then—and with Trixie, Twilight had put magic bits into a sort of mass production. And, to thank her for the help when things were at their worst, Twilight and Trixie had given her and Bon Bon one of the bits to keep.

In restrospect, thought Lyra, that was when things started to fall apart.

The very first time Bon Bon had taken that bit in her teeth, heaved herself onto Lyra’s shaking body, and thrust pure magic hard-on into her pussy, Lyra had blasted a big hole in the wall of Lyra’s house through sheer unicorngasm. She hadn’t just squirted, she’d done major property damage, and startled the hell out of her boss, who’d been passing by. She’d been unconscious, but apparently Bon Bon had been very embarrassed to see the Mayor peeking in the side of her house. Mayor Mare had inquired about using the blast as a weapon. When Bon Bon had explained curtly that unicorn horn-come wasn’t normally that strong, the Mayor had retired in haste, blushing scarlet, looking back over her shoulder in fascination as she fled.

When Lyra had awoken, that time, her horn charred from the discharge and her mind dazed as if she had been clubbed in the head with fuck, she had begged Bon Bon for the same—again! She’d grovelled, promised anything. And Bon Bon had said—no, you must recover.

And that’s how it had been, ever since. Lyra, working all day adding up the Mayor’s increasingly demented figures, then slinking home to demand and plead and entreat her earth pony lover to take that magic bit between her teeth, produce the magic phallus, thrust it into her, give her what she had to have. Fighting off the weakness brought about through extended, debilitating climax—developing dark circles under her eyes—figuring out how to trick Bon Bon and seem more recovered than she really was so she could have the magic dicking sooner. Lyra thought of little else, and Bon Bon grew more and more contrary and annoyed, and her frustration was experienced ten times over by trembling, desperate Lyra.

It was maddening that the love of her life, her first great love and the mare she’d lived with for years, could somehow fail to understand her absolutely basic needs.

Lyra hung her head as she trotted along towards home. She suspected she wasn’t getting any tonight—Bon Bon had allowed her to wake up to lovemaking. She’d been licking Lyra’s clit as she’d once done, long before the magic bit entered their lives. It worked—as foreplay. Bon Bon had looked really fed up as Lyra levitated the bit over for her, and the ensuing fucking had been rough and grumpy, though Lyra did blast a picture off the wall when she came, cracking the glass inside the picture frame. That hadn’t helped Bon Bon’s mood.

A squeal caught Lyra’s attention as she brooded, and she looked up.

It was Twilight—and Rarity. They’d burst out of the Carousel Boutique, galloping merrily and lost to foolish giggles. Lyra stopped, her eyes yearning for a moment—the two unicorns seemed to understand each other so well, and their joy was infectuous. Rarity ran ahead, while Twilight chased after, her magic levitating, yes, a magic bit—and also, a flat paddle, for some reason.

“You shall risk it!” cried Twilight, giggling madly.

“But, but, I daren’t! It might do you harm, I… eep!” squealed Rarity. She’d spotted Lyra watching them. “Consarn! Consarn, darling!”

At those odd words, Twilight screeched to a halt—and suddenly, rather than brandishing the paddle aggressively in a magic grip, she seemed to be coyly hiding it behind her delicious lavender flank. “Shall we head over to the library? And continue our conversation?”

Rarity glanced around warily. “I quite agree. But, darling, please defer to my judgement—it could be dangerous, as you are aware. We shan’t play full-on. Acceptable?”

Twilight nodded. “You always seem to know best, Rarity.”

The lovely white unicorn nodded in satisfaction, and the two set off across town, and Lyra watched them go—and sighed—and continued heading for home, this time hopefully without distraction…

“Hi there Miss Lyra!”

It was a little filly pony, the one from the earth pony farm, trotting along beside her and looking up cheerfully.

“Hah ya doin’? I was jes’ wonderin’ if I could git a few minutes of your time and ask ya some questions?”

Lyra rolled her eyes and began trotting faster.

“Seein’ as me an’ my friends figure you’re prob’ly an expert on mares gettin’ with mares, so they say… hey! Miss Lyra!”

Apple Bloom ran frantically, but the lithe young adult unicorn had two things the earth pony filly couldn’t begin to approach. One was a set of long, elegant, toned legs that sent the dirt flying as she broke into a gallop. The other was a pissy, sour mood that had been inflamed by the glimpse of a world she couldn’t have, and then set off by the sudden, inexplicable demand for an interview, for Celestia knew what reason.

Lyra sprinted in a fit of manic temper for ‘home’, and Apple Bloom could only watch her go.

“Dang it!”

And at Bon Bon’s house, Lyra burst through the door, startling Bon Bon, who looked up in alarm—as her mercurial, impossible lover stood over her and let out a bray like some maddened donkey.

“This… daaaay… SUUUUCKS!”

Bon Bon’s head dropped defeatedly into her hooves.

Twilight bowed her head, her horn glowing, courteously opening her door for her special friend, and Rarity stepped elegantly through it with a smile for the third unicorn who reclined on a couch, engrossed in a book.

“And how is our filthy slut today?” inquired Trixie Lulamoon, without looking up from her book.

“Very well, Mistress,” replied Rarity, without batting an eyelash.

“Trixie,” said Twilight, “I’m going to try out Rarity’s stallion form, okay? I really want to.”

Trixie looked over, upon hearing that. “Oh? Trixie is concerned about this idea. If she’s rough, or loses control…”

Rarity opened her mouth to protest, and then froze. Trixie had fixed her with a hard stare—but she had not spoken without permission, she had only intended to.

“Go ahead, girl,” said Trixie, “you may speak.”

Rarity licked her lips. “Mistress, I must ask that we be permitted to try our sexual exploration outside the conditions of the Relationship, for the very reason you mention. I feel certain I can control myself if I am not deeply plunged into masochistic release, but it may be dangerously exciting. I wish to retain all the control and detachment I can, for safety’s sake. Perhaps one day in the future, if all goes well, we can play within the Relationship, but for today?”

Trixie continued to look at her sternly. She got up, walking over to Rarity, staring at her while Rarity looked straight ahead during the inspection—and then nodded. “Three hours, girl. Trixie is, as always, pleased with your experience and wisdom.”

“Oh, Mistress,” said Rarity, “we surely won’t need three whole hours…”

“Girl!” snapped Trixie, and Rarity froze automatically. “Trixie did not start the clock—and you do not complain about over-generous gifts! Three hours… starting…”

Rarity stared at nothing again, trembling.

“Now!” said Trixie, and broke into a wide smile. “Rarity, it’s an education, it really is. You think it’s not safe to start right off under submission?”

Rarity shook herself. “Indeed not! My. It’s like coming up from under water… gasping for breath… you’re so authoritative…”

“Oh, Rarity! Thank you,” said Trixie, and gave her a little kiss. “Every day is a new adventure with you in our lives.”

“It’s been like that before you were here!” said Twilight. “Some of the adventures we’ve had…”

“Ah, but you did not have sweet Rarity as a dedicated submissive, then. …did you?” said Trixie.

“No way!” said Twilight. “I couldn’t even have imagined it!”

“I could have,” said Trixie reflectively.

Twilight and Rarity blinked. “Really?”

“That one time,” said Trixie, “when Trixie was putting on her show—and did battle with several of you, including the beautiful Rarity—and glimpsed her arousal even as she fled in disarray…”

Rarity’s eyes narrowed, and she wore a tight little grin. “Ah, yes. That day. I have safewords now, darling, and do not welcome the blowing of my cover. You did it anyhow, and laughed.”

“Trixie is sorry?” said the blue unicorn.

“And damned right I was aroused,” said Rarity. “My, yes. You do realize, darling, that if ever I earn the right to switch on you, then you are in for an experience you’ll not soon forget?”

Trixie trembled. “One day. When Trixie is really, really ready. That is a promise.”

Rarity smiled fondly, a glint in her eye. “Oh, you won’t be. Nothing shall prepare you. But it shall be out of love and a deeper understanding of you, Mistress.”

“That,” said Trixie, her eyes wide, “is just what I’m afraid of.”

Rarity batted her eyelashes at Trixie, and turned to Twilight. “Speaking of preparing, darling, we’ve got all the time in the world, it seems—shall we retire to your bed and commence our explorations?”

Twilight nodded, smiling. “Yes please!”

Rarity glanced back at Trixie. “Would Mistress like to take part? I would ask that things not get rambunctious. At least not this time, hm?”

Trixie blinked, and even more of her dominant facade slipped away. “I… this is your time, Rarity. Trixie thought the point was that you and Mistress would be with each other outside the Relationship. Why are you asking me this?”

Seeing her uncertainty, Rarity walked forward to nuzzle her own Mistress. “One does not engage in the Relationship to exempt oneself from love, darling. Our agreement does not bind for the next three hours, but caring is a joyful burden one does not lay down lightly, and your feelings remain ever so important. I do ask, Trixie dearest, Mistress of mine, switch to our darling Twilight Sparkle: would you like to take part in some way?”

“How do you want her to answer?” said Twilight, her ears quirked.

“Uht!” reproved Rarity. “I wish her answer from her heart, not from her willingness to serve! Please do not direct her, Twilight, inappropriate!”


“Not at all—it is an understandable reaction. Well, Trixie?”

Trixie considered this. “It would be something to watch… Trixie thinks it might be somewhat alarming, though…”

Twilight licked her lips, tail twitching in sweet agitation.

“You must trust me,” said Rarity.

“Trixie is very comfortable on her couch with her book, however… Trixie wishes to continue her reading. Um… do I get my own private session, too?”

Rarity didn’t bat an eyelash. “Fairness would tend to demand it. And it is wise to not develop an implied requirement for three-ways, causing two-ways to seem overly special.”

Twilight and Trixie both stared at her, after that—and Twilight said, “Wow. How did we get along without you, Rarity? How do you know all this?”

The elegant white unicorn’s eye twinkled, and a smile snuck mischievously onto her face.

“…’years of applebucking’?”

Twilight snickered, and Trixie followed suit, slightly confused, for she hadn’t been present the day that Applejack had publically sprung that line on a stunned and out-kicked Rainbow Dash. The meaning, however, was plain enough.

“Trixie is glad she has you tied down—both through contract, and often literally!” said Trixie.

“Oh, I am glad too, Mistress! But for now, shall we retire, Twilight? Though we have a most generous gift of time, there is no sense spending it in idle chatter, hm?”

Twilight nodded. “No way! I’m thinking I’ll have to spend a lot of time warming up to it…”

“Oh,” said Rarity, “a good point, to be sure. I’ll take that bit, darling, and we shan’t need the paddle tonight, but be a love and fetch something for me?”

“Sure! What do you want?”

Rarity waggled her eyebrows lasciviously. “Butter.”

Twilight blinked. “Oh! I guess that would work. Really? You don’t like getting untidy. I thought you weren’t subbing, or getting degraded?”

At this, Rarity pouted. “It’s true—I shall bathe afterwards. Perhaps within the three hours in case SOME pony has bright ideas about making me stay messy all night…”

Trixie smirked, but returned to her couch and book with an ostentatious display of nonchalance.

“But,” continued Rarity, “some things trump tidiness, darling. Your precious marehood won’t stand much of this treatment without assistance.”

Twilight’s ears were quirked, as if she couldn’t tell whether to be flattered or offended. “When you were dating Applejack, she seemed to be okay with it.”

Rarity’s smirk was wickedness incarnate. “She begged for respite, darling.”

Twilight’s eyes bugged out, and she panted.

Rarity winced. “No more chit-chat: I should not have drawn back the veil on Applejack’s intimacies. Don’t press me on it? She is safely squared away with Rainbow Dash and her more manageable charms. Go fetch some butter, please, darling. I feel abundant.”

Twilight galloped madly into the kitchen, as Rarity levitated her magic bit and walked proudly up the stairs to Twilight’s bedroom—a sturdy bed, which had to be sturdy when it held up to three excited ponies on a good night. Soon, eager hooves were heard on the stairs, and Twilight trotted in, her magic carrying the butter dish.

“Where do you want me to put it?” she asked.

Rarity smirked, and Twilight blushed. “Oh gosh. In with the stupid questions, huh?”

“Oh, no. In with the aid of butter—endearing with the stupid questions.”

Twilight didn’t climb into the bed. She stood at its edge, biting her lip. “It’s that intense, huh?”

Rarity blinked, at that. “I’ve told you, we shan’t do it full-on without acclimating you. Dear Twilight, that part of you will take a hoof if it’s done properly: there is no practical barrier keeping you from my stallionhood, it is a matter of caution and good practice.”

Twilight paled. “Nopony I know could take a hoof, Rarity! Aren’t you exaggerating?”

“I have, dear, so somepony you know has.”

“You’re kidding! …are you kidding?”

“Indeed I am not. If you like, I’ll make Mistress Trixie aware of it…”

A voice called from downstairs. “Trixie has just become aware of it!”

“There, you see? Perhaps we can show you. But not tonight, darling! Tonight you shall tackle a less savage intrusion, but all the same one to reckon with!”

Twilight blinked, and bit her lip again, dropping her head bashfully and peering up from under her bangs. “I’ll… try. It’s scary. Will you be gentle?”

Rarity blinked. “I’ve just told you I w… Twilight Sparkle, are you putting that on?”

Twilight nodded. “Uh-huh…” she said shyly.

“May I ask why?”

Twilight flicked her tail, coyly. “I thought, since we’re always playing games and stuff… if it’s so big, I could pretend to be a little unicorn filly, and we’d pretend you were a big grown…”

“Consarn! Consarn that, darling!” objected Rarity.

“What? But we spent half of yesterday whipping you while you were chained to your own bedposts! What’s the problem if I…”

Rarity’s eyes flashed. “Just a moment, Twilight. If you are going to partake in scenes, I simply must insist you learn safewords thoroughly! One does not cavil and argue when one hears a safeword—it is not your judgement that applies! I’m sorry, darling, don’t pout. But it’s terribly important!”

“I know, I know,” sighed Twilight. “Consarn means stop, and apples means stop doubly much. I’m sorry, I’ll be more careful, I wasn’t really going to argue. I’m not really a little unicorn filly.”

“Indeed not! You are a beautiful, ravishing mare and a dear friend! Now quick, do you remember your own safeword?”

“Sure. ‘Starswirl’,” said Twilight. “I don’t have a second one. Why do you only use ‘consarn’, and we never hear ‘apples’, Rarity?”

“Because I do not panic, darling. And that is a testament to how much I trust you and Mistress Trixie, and you should be proud at how well you’ve learned all this.”

Twilight whickered gently. Then, she smiled. “I can’t help but notice a certain—theme, to your safewords? Somehow, it seems to remind me of somepony.”

Rarity blushed gently.

“She really got under your skin, huh?”

“Oh, Twilight.”

“Is that where you got the ‘mommy is a filthy pony’ thing? From her?” asked Twilight.

“What? Ah… have you a kinkier thing you’d wish me to say, darling? I am nothing if not flexible. And yes, Applejack made quite an impression, and yes, she has much to do with my safewords.”

“I think I understand,” said Twilight. “I guess if you need a steadfast guardian angel, it’s hard to beat Applejack. Right?”

Rarity’s gaze was serious. “Understand—I am happy she is with Rainbow Dash. We half killed each other, she and I—but even through all that, even at its worst, I still had the sense she would die to protect me. Or you, for that matter—it wasn’t only about me. Is it any wonder that my inner guardian now speaks with her voice?”

“Oh, I think I understand. I picked Starswirl because I associate him with his wing of the Royal Library, and I used to study with Princess Celestia there,” said Twilight. “Maybe that’s not as good, but it’s where I’d want to go if I needed to run away.”

“Ah, but that’s just it, darling! It should be personal. It is our responsibility to learn that about you, so when driven beyond your boundaries you need not translate your heart’s cries. There can be times when you cry out a safeword not intending to do so. In some communities, it’s the custom to honor that whether you like it or not—on the principle that, if you lost control enough to be vague about whether you’re bailing out of the scene, you should gather your wits and consider.”

Twilight nodded. “It sounds very responsible.”

Rarity smirked, back in command as the expert of such things. “When you are playing with fires and knives and dangerous machinery—and even geared winches can be very dangerous—there is only one way to be, and that is responsible. But enough studiousness, dear Twilight! Are you prepared to embark upon a new journey? You may find it… compelling.”

Twilight Sparkle licked her lips, gazing down at the very experienced and seductive unicorn that lay on her bed, and felt herself go wet and slippery. She flicked her tail, began to bite her lip coyly again, and then made herself stop. Rarity had called a safeword, and she would not get to openly play out a filly Twilight fantasy—one she had never experienced when she was a filly, and therefore a thing of tantalizing mystery.

But… thoughts were free.

Twilight climbed into bed with Rarity, and snuggled up, keeping her more private thoughts to herself.

She nestled back against Rarity, wriggling gently, shivering with pleasure as Rarity’s foreleg went around her, reaching down to caress between her legs, pony breasts begging for the touch, nipples standing up in answer to that unmistakable feeling of impending sex. Rarity felt commanding, hungry.

“Part your legs, darling.”

“How come?” said Twilight, and then hastily added, “I mean, sure, here you go!” She raised a hindleg obligingly, warning herself to not be caught acting too innocent. Hearing Rarity’s safeword of ‘consarn’ was quickly going to become the worst imaginable thing for the moment, and Twilight hastily walled off her more private fantasy behind a facade of horny mare—but secretly, she blinked in cute incomprehension, imagining herself both primed for an epic sexual awakening and mysteriously oblivious to every detail of that awakening.

Before she could think much about the incongruity of that imagined situation, she felt Rarity move against her, heard the clink of a bit between teeth, and what seemed like another pony leg thrust between hers, rubbing cozily up against her nipples—both of them, at once.

“Th’nk you. You m’y close your legs upon it… if you c’n!”

Twilight’s heart began to pound. Sweet Celestia! She let her hindleg drop, but Rarity’s massive stallionhood would not allow her legs to close entirely, and she sandwiched it between her thighs, pressing it against her pony breasts. Twilight gasped a few panicky breaths. This was crazy, impossible!

Rarity tenderly shifted her hips, pushing the titanic shaft and tugging it, making it move and feel even more alive. “You like, d’rling?”

Twilight mewled, and squirmed. Her maddened cunt had gone drippy wet and felt turgid and desperate, but her mind screamed with panic and warning. Suddenly, all fantasies of imposing arousal physically upon her innocent body were blown away by the contrasting reality—her body had reared up and cried, I am utterly mare, rut me—and her mind was the part that felt unequal and panicky.

“Tw’light? Answ’r!”

Twilight’s voice proved part of her body.


Rarity smiled around her grip on the magic bit. “Legs open, d’rling. F’rgive me if this ‘s chilly…”

Twilight parted her legs, shuddering, and Rarity twitched her heavy stallionhood away with a jerk of her hips. It bounced off Twilight’s inner thigh first, and the lavender unicorn jolted and squealed to feel that massiveness and weight thump her there. The next thing she knew, she felt Rarity’s magic casting from right behind her head, and the purpose became apparent—a magic touch began to smear butter against her vagina, and then press inwards to squeeze the softened butter into her feverish nook.

“Y’re already wet, d’rling…”

“Haaaaahh…” managed Twilight, her eyes crossing slightly at the sensations. She heard further squishy greasy sounds as Rarity anointed the swollen horsecock with a thick coating of more butter…

“Now this sh’d be warm!”

Rarity’s hips shifted forward, and a huge blunt cock-head tucked right into Twilight’s unicorn pussy and wedged right up against the tightness of her entrance.

She squealed again. It felt as if all her insides had liquefied and turned to erotic ooze in one numbing jolt of teeth-gritting arousal. The cock-head pushed hard. It didn’t fit, but it was damned hungry, full of urgency, flaring outward eagerly as Rarity’s horniness grew…

“Hrm… Brace y’rself, d’rling. Bite the p’llow…”

Twilight gasped. Rather than lie on the bed behind her, Rarity had reared up, rolling her partly onto her belly, straddling her, legs braced like a tripod and pinning her down. Twilight’s ass was poking up, and that massive shaft was still prodding dead center on her hysterical vagina, but now her lover had both a bit in her teeth, and serious leverage. Rarity’s elegant back got into it, and her hips pressed forward firmly, then insistently—then ruthlessly.

“Ohgodohgoditcan’t… ahhh! AAAAH!”

With a glorious searing flare of pleasure-pain, Twilight felt the stallionhood pry its way through her taut, strained entrance, and rest there, throbbing heavily.

“Aaaahhh! nnnhh! Aaaah! It ahhh!”

“Now, if y’ do th’s, d’rling, r’member, firm g’ntle motions…”

Rarity wasn’t kidding. Her back strained to shift that cock in its tight confines, but the butter helped, and her chest pinning Twilight to the bed also helped. Twilight’s butt was thrust frantically up against Rarity’s crotch, her own legs in a similar awkward, dramatic pose as her lover’s hips nudged determinedly against her, using the firm gentle motions.

Twilight wailed and shook, all pretense forgotten. It felt like her whole rear end was throbbing to the same tempo of the pulse within that massive stallionhood. She nuzzled the pillow drunkenly, and heard Rarity speak again.


The bulk wedged within her strained confines didn’t stop being firm and gentle—but the power ramped up, and what felt like an impossibly large amount of stallion-meat thrust more deeply into Twilight, shoving with tender force and stretching her deeper and deeper, every inch widening more of her marehood as it penetrated her slippery inner folds.


“Yes… yess… IN…”

Rarity was growing more excited, for the vibes and sensations of fucking Twilight were beyond belief. Twilight wriggled obscenely, crying out like a lost soul, and her pussy wasn’t just tight at the entrance—no, pressing deeper into her brought overwhelming new sensations of cock-head parting dense turgid tunnels of marehood that enfolded slickly and quivered for deeper penetration.

Up along Rarity’s shaft, Twilight’s strained entrance clenched and gripped, never harshly enough to sound a warning, not with the harsh narrow clamping of a mare shutting down and ceasing to enjoy—no, it was the fires of a fevered grasping, felt through Twilight’s tensing rump and along the sides of the engorged stallionhood, stroking it to heightened stiffness as Rarity steadily thrust deep, and the whole of Twilight’s pussy seemed to give itself over to lascivious fondling and grabbing of the thick, intruding shaft as Rarity snarled and began to plunge more hungrily to Twilight’s womb, ramming it boldly to her cervix, over and over…

Twilight shrieked, and then Rarity screamed through the bit clamped in her teeth.

Twilight Sparkle pounded her pillow with a forehoof, the tendons standing out on her neck, her face gone bright red, and filled the air with guttural cries of “YES! YESS!” as she came, her body shuddering in a mad, incoherent earthquake of orgasmic shocks that shook her like a rag in the jaws of a gleeful puppy.

The puppy in question wasn’t looking so elegant anymore. Rarity looked like a beast, her eyes wild, her mane a little unkempt, and her spasms weren’t the feminine dissolution into quivering jelly. Not for her the helpless surrender, sucked under willingly into a feverish roiling cauldron of sexual frenzy—Rarity experienced once more the fierce peaks of the male orgasm, her nostrils flared and her teeth bared as she felt the surge, and WHAM spurted a gout of stallion-come into her quivering, hysterical lover, and WHAM felt the wave fling her again, fling her body deeply into Twilight’s pussy, fling the spooge through that hard member into Twilight’s body, and NGH she grinned like a fiend as she weathered another delicious spasm, then a lull for just a moment and she pushed deeper on purpose as Twilight wriggled helplessly and GH! one more mountaintop… and then a little after-spooge, the sensation of her body just pumping a little more come into her lover, and then a sort of weak exhausted oozing to finish it off…

She panted. Damn. You’d almost trade with the stallions… if you liked mountaintops.

Rarity’s head sagged, triumphantly. Mountaintops RULED.

Under her, Twilight Sparkle shuddered and moaned, still coming. Her pussy had no grip left in it at this point—she was so wrung out that every muscle was limp, including those inside her. The clinging pressure was nothing more than the enfolding comfort of her tender vagina, still taut but only because Rarity was unreasonably huge and Twilight’s vagina, snug.

Downstairs, Trixie Lulamoon whistled and clapped, in playful mockery and at the same time sincerely. “When’s my turn, girl?”

Rarity panted. “Not, I think, tonight!”

Twilight crooned, nuzzling the pillow—the most sated mare in Equestria—and Rarity nuzzled her mane and kissed the back of her fevered, sagging ear.

The light of late afternoon illuminated the clubhouse. Inside, a meeting was underway—not yet a project, but an issue that had nagged at the three friends all the more when their adult companions kept them in the dark.

“So how do they even make foals anyway?” asked Sweetie Belle.

Scootaloo grinned. “I heard from Rainbow Dash!”

Sweetie boggled at her. “Really? Rainbow Dash taught you how to make foals?”

“Well… kinda! I was listening as she was joking around with Pinkie Pie. She did a thing with her hips, and she said, it’s funny how you’re another husband but I never saw you lay it down!”

“What did Pinkie Pie say?” asked Apple Bloom, skeptically.

“She said, I don’t actually need your toys for that! So you have to lay down, and there’s toys!” said Scootaloo. “Sounds perfect to me!”

Sweetie shook her head. “I don’t think that’s what she meant, Scootaloo.”

“It totally ain’t,” said Apple Bloom, “cos you don’t lay down, silly!”

“How would you know?” challenged Scootaloo.

“Cause of on the farm, that’s how! Granny Smith tole me to watch the farm animals, and that would teach me all I need to know for now.”

“Oh yeah? How could that teach you more than what Rainbow Dash knows about making foals with laying it down?”

“Well, it did!” said Apple Bloom, and looked around conspiratorially. The other two fillies leaned in, expectant.

“You gotta stand up, on all four legs! And the stallion pokes out a thing, called a penis, and he pushes it INTO the mare! It goes into her pee-hole, not up her butt—I got a close look for a moment there before he done chased me off squealin’. It’s real skinny, and sort of curly-cue, you cain’t hardly see it. An’ it squirts somethin’, that’s how it works.”

“Skinny?” said Sweetie.

“Curly?” said Scootaloo.

Apple Bloom looked stubborn. “That’s right. I learned from watchin’ the pigs.”

“Does it hurt?” said Sweetie.

“I don’t reckon so. She din’t seem ta mind none. Must be like gettin’ a stick poked into you or somethin’.”

“That would hurt! What if it scraped you? I don’t want my va-jay-jay poked with a stick!” said Scootaloo.

“Well, especially afterwards, it looked all shiny and drippy. It happened so fast, Scootaloo, I don’t even know much more. But it was wet.”


“Maybe the pig lady peed all over it?” said Sweetie Belle, uncertainly.

“Ew!” repeated Scootaloo, even louder. She made gagging noises, and stuck out her tongue, her little wings flapping in dismay.

“Rarity told me something once, but she made me promise never to tell anypony she said it, and she was really embarrassed,” said Sweetie Belle.

The other two leaned in to listen, and Sweetie leaned closer to whisper it.

“She said, don’t forget to check out the second bulge, for the wallet!”

“That don’t even make sense!” objected Apple Bloom.

“She must be talking about her work. She makes pants and fancy dresses, right?” said Scootaloo.

Sweetie nodded, and Scootaloo continued. “Yeah! Well, then it makes sense. Carrying a wallet makes a bulge. And then this thing—where did it come from, Apple Bloom?”

“It shot out from between the boar’s hind legs, Scootaloo. Skinny red thing it were.”

“Well then!” said Scootaloo. “If the wallet is the second bulge, then if the pig was wearing pants, its thingy would be the first bulge.”

“Wouldn’t be much of a bulge,” objected Apple Bloom. “It’d have to be a much bigger thingy if it was gonna bulge, in pants.”

“Yeah, well, forgive me if I like your story better, as gross as it is,” said Scootaloo. “You say a thingy gets pushed INTO me to make foals? It sounds bad enough already. Why would I want it to be much bigger?”

“Ya got me there,” said Apple Bloom. “I reckon Granny Smith is right—that was more than I wanted ta know.”

Sweetie Belle said nothing, and looked thoughtful.