The Nerve Of Some Ponies

Discord sulked atop the flagpole, lashing his snakey tail.

How was it possible? He’d been certain that Pinkie Pie and Fluttershy would oblige him. It was, after all, part of the magic of friendship. Fluttershy had shown him so much about that. What had gotten into her when he wanted her to show him a lot more?

It wasn’t fair. Worse, it wasn’t unfair in his favor. He’d wheedled information out of Twilight Sparkle, after she and Trixie had refused to cooperate with him. She’d looked skeptically at him, asking why he’d need a magic bit if he was going to explore his natural, female, alicorn sexuality. He’d given her his best cute look and replied, “Surely you wouldn’t deprive me of a chance to compare?”

Sadly, she would. But five minutes of continuous badgering exasperated the cranky Sparkle until she’d made a frustrated noise like an enraged donkey, and begun reeling off a list of ponies he could go bother, that weren’t her.

Discord thought it was very thoughtful of himself to not transform her into a donkey and ask her to make that noise again. It would have been inexpressibly adorable. He contained his chaotic urges, however, because all his wishes were coming true.

Twilight and Trixie, Applejack and Rainbow Dash, Rarity, Lyra and then…

Discord could hardly conceal his glee. He’d thanked Twilight with great earnestness, shaking her hoof, and then he’d rushed straight to Fluttershy’s. Exquisite! Not only were they two of his favorite ponies, but they owned something precious that surely they’d give him.

The magic bits that brought a penis to mortal mares were also the only known way to do likewise for the eternally-female alicorns. And Discord was a draconequus by choice, his chaos magic serving to transform his body’s appearance into a representation of his existential annoyance and outrage.

Discord, the epitome of male unicorn excellence when he was mortal, had not reacted well when magic itself bonded with him, permanently transforming him into a very female alicorn at his moment of greatest triumph and victory.

He’d hastened to Fluttershy’s house, imagining he could already taste the bit between his teeth and feel his glorious maleness thrust forth once again. It didn’t concern him that Twilight and Trixie wanted him to ‘accept his transformation’ and alicorn femaleness. In the fever of chasing his lost stallionhood, no such concerns could interfere.

And that was where it’d somehow gone so wrong…

“Oh!” Fluttershy had squeaked. She’d called over her shoulder, “It isn’t Rainbow Dash, hon! It’s Discord!”

He’d heard Pinkie’s tones of surprise. “Really? But I… huh!”

“Should I go get…” began Fluttershy, but Pinkie came trotting downstairs to meet them in the living room.

“Let’s find out what he wants! Hi, Discord! What’s up?”

He’d blushed a little at her frank curiosity and said, “That is indeed the question, Pinkie dear.”

“Well, what do you say we help YOU be up?” chirped Pinkie, irrepressibly.

“Oh, how I hope so…”

Fluttershy knit her brow. “Is something wrong, Discord?” She gasped. “Do you have another tummy ache from drinking all that chocolate milk? You mustn’t do that, it will rot your teeth! Um… tooth!”

Pinkie was studying him. “Cough it up, buster. What’s on your mind?”

Discord gulped. “It just occurred to me, that perhaps you, my dearest friends and the most perfect of ponies, could help me with some advice I have been given.”

“By who?” demanded Pinkie.

“By Twilight Sparkle…”

“Oh!” said Pinkie. “Well then, read only a half or two thirds or maybe nearly as much as five sevenths as many books as she says to, and be sure not to read them late at night! Or your eyes will get all squinchy!” She made a silly face.

“No, no!” he’d said.

“No?” blinked Pinkie. “Well then, what advice would she give?”

He was blushing, and Fluttershy was staring very hard at him. He wouldn’t have been blushing, if it had all been about acting on Twilight’s advice in his proper form, but she’d insisted he try… that OTHER form. The one where he was a she.

“Ah,” said Discord, “Twilight has suggested that I become more comfortable with, ah… sex.”

Fluttershy’s jaw dropped. Pinkie’s eyes bugged out, and then she beamed and gave a hoof-pump. “Yes! I called it!”

“However did you know, Pinkie?” said Fluttershy.

“Weirdest Pinkie Sense ever, and I do mean ever! My right nipple is still twitching!”

“Well, that explains why you insisted on putting Rock to bed for a nap. I don’t know, though… why would Twilight tell Discord that? What does he expect us to do?” Fluttershy gulped, her wings quivering. “Maybe it would be better if he just made up some chocolate milk out of thin air like he does, and left it at that!”

Pinkie’s eyes widened further. “That’s right! You do that, don’t you, Discord? You could probably make a whole vat of chocolate milk, if you wanted. And then, watch us as we show you everything about sex. I get it.” She licked her lips, and one eye twitched. “How are you on pudding?”

Discord beamed back at her. “My dear Pinkie, let me assure you: I am positively a prince of pudding.”

She bounced, her mane seeming to fluff itself with sheer glee. “Oh boy! This is the best day ever! Hooray!”

Fluttershy glared suspiciously at her marefriend. “I don’t understand why you keep going on about vats of pudding, Pinkie.”

“But this is a momentous day!” exclaimed Pinkie. “This is the day when you LEARN. Yay!”

Discord grinned wider. He couldn’t help being caught up in the mood. “Indeed! I shall provide for all your puddingly needs. I feel better already! Now, please bring out your magic bit, and we’ll begin.”

He blinked. He’d never seen two ponies kill a mood so quickly. Fluttershy pouted at him, and Pinkie stopped bouncing instantly and looked like she’d smelled something bad.

“Oh, that thing?” said Fluttershy. “I lost it one day. It was awful anyhow. I thought Twilight knew about us. Why would she have sent you here for that? I think you’ve made a mistake.”

“We don’t need to use anything like that!” protested Pinkie.

“No! It’s for me,” said Discord, and both mares’ eyes widened in shock.

“Discord,” said Pinkie, “stop right there. Listen to you, listen to your voice! Not that I am here to complain about your voice, it’s a very nice voice, especially when you say pudding, but you should understand that those bit things are for girls. Dumb girls! Silly girls with far too much fixation on penises. You’re obviously a boy draconequus! Why would you want a magic bit?”

He was blushing. He would have to admit it. “Er…”

Fluttershy tsked. “You’re hiding something. Tell us, young man! Why are you acting so strange and asking for a magic bit you don’t need?”

Discord whimpered, his eyes tearing up. “Because… I do! I do need it, ponies, because I’m not really the gloriously male monster I seem! It is all a sham, a charade to soothe my feelings! Twilight Sparkle knows the truth. She knows that I too am an alicorn! I’m supposed to reveal my true form to you. And that form needs a magic bit desperately, desperately!”

Fluttershy’s eyes were wide, but Pinkie’s eyes were wider. “You’re an alicorn? Really?”


“And a girl? A mare, I mean? You don’t sound like one!”

Discord sniffled awkwardly. “I can do the voice, that’s some consolation. I was a fine figure of a unicorn stallion once, and magic ruined me, simply ruined me! Ever after, I have been fighting it, and Twilight Sparkle thinks I shouldn’t fight it any more.” He sighed. “She feels that some of my goals would be more easily met, should I strive to ‘accept my true self’ or some such rubbish and tripe.”

“Hold on,” said Pinkie stubbornly. Her ears were back, as she tried to make sense of the story. “So your true self is an alicorn, and you don’t like it? Because it’s female? You call that a reason? Listen here, buster!”

“Oh, I know, I know,” moaned Discord. “Don’t misunderstand me. Nobody exceeds me in the appreciation of the fruits of femininity. I pluck those fruits with the utmost in delight. But it’s just not me! You can’t blame me if I never—ugh—acted upon the opportunities provided me by that unwanted transformation, when it punished me with a penalty of purloined penis! Are you sure you haven’t simply misplaced that bit of yours?”

Pinkie’s eyes narrowed, but they also glittered. “Really. You’re supposedly not only an alicorn mare, here because Twilight told you to turn to us for sex, but you’re also a virgin?”

Discord snuffled. “Twilight Sparkle never told me that. She only told me which ponies owned magic bits, after a gentle questioning of five minutes’ duration during which I did not inhale or pause… but yes! It’s true, I am both an alicorn mare, and a virgin, and it’s that our dear Twilight objects to. She claims I have no appreciation of the female experience, as I have not tried it.”

There was a brief but terrible pause, as Pinkie and Fluttershy exchanged a knowing glance.

“Jackpot,” breathed Pinkie Pie, licking her lips.

“Prove it!” demanded Fluttershy.

Discord blinked. “What?”

Fluttershy advanced on him, fire in her eyes. “You’ve come here, disrupted our home-life, you’re asking for sex and we never once talked about that before, and you look the same as ever, buster! If you’re an alicorn Princess—and that sounds like a ridiculous story to me—show us! I think you’re making it up!”

Discord met her irate gaze, heaved a long-suffering sigh, rolled his eyes—and snapped his talons. There was a flash of light, and then everything was different.

Pinkie’s jaw dropped. She was staring at a dainty slip of an alicorn, her body ice-blue, her wings halfway unfurled and seeming slightly too big for her. The creature’s gazelle-like flanks quivered with nervous energy, adorned with some sort of seahorse or fern-like pattern that Pinkie couldn’t entirely make out. Her gaze went to the mane, and in the billows of magenta and lilac she saw the patterns again, eye-crossingly fascinating, dragging her eye to infinite depths until she shook herself and looked away.

She looked at the alicorn’s eyes, and trembled. They were luscious pools of jade, with lashes as luxurious as Fluttershy’s veiling them, but with a spark inside them that was… all right, pretty much just as sparky as Fluttershy on a bad day, but it was still very impressive to Pinkie.

She cast her eyes over the strange new alicorn’s slender body. She was built like a miniature Cadance, a delicate willowy creature with oversized fluffy wings and her every move graceful, lithe and sensuous even as she tried to hide her face behind her wing.

Pinkie loved giving Fluttershy candy and making her soft and squeezable—she loved roundness and plush posterior and quivery pillows of pony—but she also loved femininity, and this had raised the bar. Plus, she had never dared play with a Princess or even suggest it, and here was one sent by Twilight to learn the ways of the tongue.

Pinkie gulped, overcome. “And YOU… are Discord?”

She’d pouted, flaring her delicate nostrils, and when she spoke it was in a sultry alto voice that made Pinkie weak in the knees.

“I am Chaos,” she’d said. “Discord IS Chaos. And Chaos is me.”

“Oh my gosh,” said Fluttershy weakly. She darted another nervous glance at Pinkie. That smile looked painfully intense.

“And let me get this perfectly clear,” said Pinkie Pie. “You need us to teach you how to enjoy sex as a mare?”

Chaos pouted more. “I suppose a comparative study is too much to expect, since you claim to have no magic bit…”

“Wow,” said Pinkie. “Wow. Wow! This is the best day ever, for you and me both…”

Fluttershy frowned, biting her lower lip. She scuffed her hoof on the floor. “Pinkie?”

Chaos ignored her. “What is with you ponies? First Twilight, and now you! You’re behaving as if horse-vagina will promptly overcome my perfectly reasonable objections and flatten me with sensual blandishments! I admit the lovely ladies seemed beside themselves with delight, but…” Her voice grew tremulous and forlorn. “I had understandably assumed their joys were simply about being with ME.”

Pinkie gasped. “But, Discord, or Chaos or whatever you want to be called, sex as a mare is great! No wonder Twilight wanted you to think about things a little. Aw, don’t look so sad!”

Chaos hung her head. “But I thought I was the most glorious stallion in history! You’re suggesting that any substantial tree branch or prize cucumber could deliver the ecstacies that were mine alone to dispense! I have been robbed, robbed, and now you insult even the memory of my pride!” She began to cry.

Pinkie teared up. “She’s the saddest pony ever! I can’t bear it!”

“Or the most manipulative,” remarked Fluttershy, acidly.

“How can you say that? The poor thing, so misguided, so in need of a helping hoof!”

“Or a spanking,” suggested Fluttershy, pawing the floor with a forehoof.

“Gosh,” said Pinkie. “Do you think she’d like that?”

“I might,” said Fluttershy, darkly, with a resentful glance at Chaos.

“Well, I can give you a spanking later,” said Pinkie, “though you haven’t been particularly bad. Right now, I think duty calls, know what I mean?”

“No, I mean for…” began Fluttershy, and then dropped her gaze. “Hmph! All right, though it’s against my better judgement. Go ahead and show her, but I warned you!”

Pinkie glanced hesitantly at Fluttershy, but her marefriend just glowered back and gestured with a hoof, urging Pinkie towards Chaos. Fluttershy’s wings were tightly folded against her body, and her tail lashed wispily. Chaos stood, looking uncertain and adorable and about as manly as a sad kitten in a basket of lilacs.

“Chaos,” said Pinkie, “can I show you something about your body? Some ponies don’t know about it.” She glanced accusingly at Fluttershy. “Even certain very special ponies, who forget how lucky they are… there’s a thing called a clitoris. Do you know what that is?”

“Is it important?” blinked Chaos.

“Fine specimen of stallionhood!” snorted Fluttershy. “World’s greatest lover of mares!”

“Hush, you!” snapped Pinkie, and Fluttershy subsided. “Yes, Chaos, it is important, and it’s funny you didn’t know about those when you were being the hot unicorn guy. She has a point, I’m not sure how you managed to excite the ladies that much without knowing.”

“But I told you,” protested Chaos. “I had the most massive cock any horse ever boasted of, before it was unfairly eradicated!”

Fluttershy blinked. “It might be true. If you remember when we conceived Rock, Big Macintosh was the first pony to stimulate me there without having to reach for it with a hoof.” She looked uncertain. “Maybe that is a thing to be proud of, after all?”

Chaos’s pretty face was stricken with dismay. “You have to rub me with a hoof? There? Is that how females work? Eeeh! How fortunate I was unicorn enough to never require such tiresome activities! Surely it is like walking and chewing grass at the same time?”

“Shh,” said Pinkie. “No. You poor silly thing! You can’t know, not if the word ‘tiresome’ comes to mind! Being attentive to your lover and the rewards you get are the most wonderful…” She trailed off. “Fine. Stand there for me, pretty mare, and tell me how it feels when I do some things. Trust me!”

Chaos stood, obediently, and watched wide-eyed as Pinkie Pie walked deliberately around behind her and began to study her hated winking horsevagina.

She’d expected some sort of immediate sexual thing, perhaps massaging with a hoof, or a nip of the rump: that had been spectacularly effective for the virile and dominant Starswirl the Bearded, and Chaos was far from sure she wanted to be on the other end of that experience. However, the silly thing just stood looking, sniffing, apparently entranced with her discovery.

Behind Chaos, Pinkie dipped her head, her legs trembling a bit as she peered more closely at Chaos’s marehood. Yes, it was lovely though a little disconcerting, specifically disconcerting because it was so little. Chaos’s flanks had little of the padding Fluttershy enjoyed, and her waist was alarmingly tiny in the manner of alicorns and the few stylish Canterlot unicorns who emulated them on a smaller scale. The vagina Pinkie gazed at was lovely and pristine, but seemed as uninvolved as a foal’s. It lied, though. Pinkie could smell that—not interest, exactly, not yet, but the clear suggestion that Chaos’s charming cunny merely waited for its big moment.

“Don’t stare like that!” implored Chaos, gazing back at Pinkie in alarm. “It feels like you’re judging me, and you’ve no business doing that to a spirit of Chaos! I’ll do something strange, I’m warning you!”

“Oooh!” squeaked Pinkie, playfully. “So will I!” And she did.

Chaos let out an unexpectedly soprano squeal of her own, and lifted a hind leg awkwardly, flapping those oversized wings. Pinkie’d darted forward and was suckling on one of Chaos’s nipples.

“If you get anything out of that,” said Fluttershy, “I’ll bake you a cake tomorrow.”

“Cut it out, stop it!” protested Chaos, wriggling and finally prancing her pert hindquarters away from Pinkie’s over-intimate lips. She panted, staring at Pinkie in awe and alarm. “I always did like your capacity for surprise, but that was so perplexing I’m not even sure it was delightful! What on earth was that for, Pinkie?”

Pinkie Pie smiled, licking her lips. “Fluttershy, you owe me a cake.”

Fluttershy gasped in outrage. “You’re joking! You can’t tell me she’s giving milk.” She blinked. “Unless it’s chocolate milk, I suppose, or something horrid. That doesn’t count, Pinkie, she’s not anything natural!”

“Natural is overrated!” retorted Chaos, trembling. “This is the natural me in all its hideous splendor, Fluttershy!”

Pinkie stuck out her lower lip. “Be nice, both of you! And I did too get something, all the same. Even if it wasn’t milk. Do alicorn tits work, Chaos?”

“Oh, they work all right,” said Chaos, her ears back, “but what you have to do to use them is a whole other story. What on earth did you get? Lip exercise?” She shifted her weight from hoof to hoof, unable to settle down.

Pinkie giggled happily. She sidled around behind Chaos again, and she nuzzled up the inside of Chaos’s leg affectionately.

“Euuurgh!” wailed Chaos. She’d felt her winking horsevagina do just that: wink open in sexual display. Pinkie had got her vagina to wake up and start doing its pay-attention-to-me routine. “Pinkie Pie! Can’t we go and find a magic bit and let me warm up to this with some manly cock-slinging?”

Pinkie smirked. She trotted around and hugged Chaos, who glowered at her in a fit of pique and said, “Or at least find somepony who can deal out manly cock-slinging for us all, since apparently we all have to be mares now licking each others’ nether lips?”

“Are ya chicken, Discord? I mean Chaos?” said Pinkie. “I didn’t show you the secret yet.”

“You couldn’t possibly know any secrets I don’t know, even about sex,” huffed Chaos.

Pinkie’s eyes glinted. “Stand still. I dare you.”

“So you can make me ooze? I know these ghastly holes do that when you provoke them, and a good thing too or it’d chafe, but…”

“Sshh!” said Pinkie, as Fluttershy narrowed her eyes again. “Shush. I dare you to hold still and not scream.”

Chaos fluttered her wings, and tossed her head. “Child’s play! Challenge accepted. What’s the prize when I win?”

Pinkie exchanged a glance with Fluttershy. Fluttershy began to smirk, and it was she who answered.

“It won’t matter, Chaos. You won’t win.”

“Oh? Oh really? Then what is her prize, if you’re so clever?”

Fluttershy’s voice was gentler but very smug as she said, “She’s welcome to it. Go on, Pinkie, I’ll watch. Have fun.”

Pinkie trotted happily around behind Chaos, who craned her neck and lifted a wing to see the pink earth pony better, but apart from that she didn’t shift one dainty alicorn hoof. She stood perfectly still, raising an eyebrow in scorn.

Within ten seconds, both of her eyebrows were raised in a look of astonishment.

Pinkie Pie wasn’t rough or pushy, just very, very experienced. She knew just how to nuzzle the vulva of an agitated mare to get another wink. She also knew just how to stroke her tongue between the winking folds, to coax out tasty fluids that lubricated mare-ly depths. And she knew one other thing, that Fluttershy also knew from personal experience.

Pinkie Pie knew how to tease out a hiding, tiny clitoris and expose it for licking—and she also knew that those fugitive ones were the most sensitive.

As the loving tongue stroked Chaos’s tiny hidden nub, the alicorn’s wings whipped out and went bolt erect, and she went rigid as she stood and let out a strangled whimper.

Pinkie smiled, and her tongue extended again, and she shivered with pleasure of her own. It was such a darling little pussy on this female alicorn Discord, so fresh and unappreciated, so delicious, and Pinkie quickly fell in love with it. She swore to herself, as Celestia was her witness, that she would make this new Discord love it too.

Fluttershy smirked, proud of her mate’s fearsome powers, as Chaos’s hind legs began to shake.

For a while, nothing had happened. Just the gentle wet noises of Pinkie Pie worshipping the first alicorn vagina she’d ever had the good fortune to tongue, and the shivery breaths of Chaos as her eyes got wider and wider and began to unfocus in earnest.

Pinkie nuzzled under Chaos’s taut hindquarters, her nose tracing the lean and elegant contours, sniffing at small, erect nipples on dainty ice-blue mounds. Chaos’s nipples were a slightly darker blue, and when her pussy was aroused, its labia darkened to a similar shade, but like any normal pony, her secret flesh was a delicate pink. It began with a luminous pureness of color, and then as Pinkie’s tongue continued her worshipful explorations, the inside of Chaos’s vagina grew more heated and blushed a rosier red. Pinkie smiled as she saw that Chaos now pouted and dripped for her, that she could peer into the alicorn’s tender delicious tunnel and admire the lovely warm colors before returning to her happy work. She didn’t pause for long. Her nose pressed between Chaos’s taut rump-cheeks, and her tongue returned to lingering lovemaking, never thrusting too deeply, never teasing that stiff little clitoris too quickly.

Chaos’s tail lashed, throwing off strange fizzing clouds of patterns in the air, silently. She stamped a forehoof, but still did not cry out, competitive to the last. Her face wore an expression of offended astonishment, and had blushed to a cheerful purple color, the blush warring against her natural cool blue skin tone.

Fluttershy had watched as Chaos’s rump, her tail, those gazelle-like hind legs, began to twitch so hard her hooves clacked against the floor, and the gentle licking noises persisted even as Chaos began to come her alicorn tail off. Fluttershy smiled, wickedly amused, and not just because she was peeping openly for a change. She allowed herself to smirk at Discord. The silly thing thought he… or she… could play it cool, with Pinkie Pie performing oral sex. Little did she know that the form she apparently was created to be, the form that so entranced Pinkie, was also the form that Pinkie Pie could lay to waste. Fluttershy demurely folded her wings, observing that Chaos couldn’t lower hers, refusing to admit to herself that she was struggling to keep hers folded, too.

She listened to the sounds of Pinkie’s tongue against Chaos’s pussy, perking her ear as she picked out a new sound. She couldn’t see, but she knew what the new sound was, because she’d made it herself the same way. Pinkie could work you up to a state where you not only oozed juices, but also clenched and spasmed on nothing. Chaos didn’t speak or cry out, but her marehood made little squelches as it seized onto itself in juicy transports of delight, poking her clit out between blue labia as the alicorn vagina winked fiercely and repeatedly against Pinkie’s tongue.

Then, the sounds were replaced with a slurping noise as Pinkie began tenderly suckling on Chaos’s aroused clit, and Chaos lost the game completely without once being penetrated. All four hooves rattled against the floor, and she shrieked in ecstacy and came all over Pinkie’s face, and even then Pinkie didn’t let up. She took Chaos right to the point of helpless, boneless collapse and then bounced away, licking her lips and then the rest of her face with her startlingly prehensile tongue, and she bounced merrily around to face Chaos and chirp, “Told you! Told you!”

Chaos stared, her mane frizzed out in all directions, and gasped, “Are you real?”

“Totally!” replied Pinkie, and kissed her on the nose. Fluttershy blushed, and lowered her wings for the fifth time.

Then, they’d all realized another pair of eyes were watching them.

Rock Candy peered from the stairs, and Fluttershy noticed him first. “Rock! Shouldn’t you be in bed?”

Pinkie bounced. “He must have wanted to see Mommy win! Except everypony wins, for some sorts of games!”

“Pinkie!” wailed Fluttershy. “Not appropriate and you know it! Help me…” she began, but she didn’t finish her sentence.

Chaos, panting and trembling, had slowly turned to look at the newcomer—and gasped. “There’s one!”

“One what?” said Pinkie.

“A penis!” said Chaos, triumphantly. “That’s what we need!”

Fluttershy’s eyes had widened in horror, then. Pinkie’s jaw had dropped. Rock had stared at the beautiful, strange creature in his parents’ living room, and Chaos stared back hungrily.

“No, Discord!” said Fluttershy. “That’s our baby Rock, and he needs to be in bed. Rock, go upstairs right now, honey!”

Pinkie gulped, looking ill. “Chaos, that doesn’t count. We don’t ever have to think of Rock like that, he’s our foal…”

Chaos had been unable to look away. Her pelvis was a molten pit of raging mareliness and her devious mind flew into action, devising plans. “Well, he can go back to being your foal after he makes himself useful! I can age him up in a jiffy with chaos powers and it’ll be all the easier if it’s temporary!”

Pinkie had gone pale. Fluttershy had rounded on Chaos, hissing, “Don’t you dare!”

“Oh, it’s no trouble. I doubt I’d even have to turn him gray or influence his mind. He looks curious. And he looks like a big fellow in the making, too. I’ll tell you what, since I am the soul of generosity, I’ll share!”

Fluttershy had been speechless, for just a few seconds too long. Chaos… hadn’t.

“Trust me, if he’s anything like I was as a stallion, you’ll simply adore the sensation of him thrusting his big fat cock into you…”

Fluttershy had screamed in dismay. Pinkie Pie had turned green and made a dreadful ‘hurrrk!’ noise. And Chaos had found herself backing up towards the door, driven by a raging pegasus whose eyes somehow burned and commanded and gave force to her words…

“Get out! Get out of here right now! Out! Out!”

Chaos had fled, looking back to see both Fluttershy and Rock hugging a sobbing Pinkie Pie. Then, he saw Fluttershy looking back at him, and saw her leg deliver a formidable kick to the still-open door.

The door had slammed, with Chaos staring helplessly at it. She’d considered turning it into pudding, but the hell of it was, even that might not have cheered Pinkie Pie up.

Walking back into Ponyville, Chaos had changed back into Discord, because it seemed appropriate. Nothing made you feel you were a deformed monster of a male more than distressing the mares you actually liked. It was an unpleasantly familiar sensation, for he’d managed it even as Starswirl the Bearded. Even serving as Princess Celestia’s consort hadn’t completely spared him, and her power and confidence made her difficult to upset… or at least that had been true, until he’d attempted to put moves on the Princess while being another alicorn mare. That had torn it.

He sat on the flagpole, brooding and unable to work out where he’d gone wrong. Perhaps if he’d suggested growing two extra penises on the kid, to go around? His frown deepened. Tragic! To be able to sprout penises on any sort of pony or even shrubbery or farm machinery, yet remain forever unable to override the alicorn magic and restore his own!

He sulked, precariously. So much had been lost that day. Too much.

Then, Discord shrugged, snapped his talons, and transformed back into Chaos with a flash of chilly light, and she balanced delicately on the flagpole, flicking her lilac-magenta tail and inspecting the town.

Defeated? Never! She would prevail, master her new form with its startling secrets, and maybe then Celly would…

Chaos sagged. Her tail drooped, and her ears went back, and she looked very sad balancing on the flagpole for a moment.

First things first. Chaos brightened. Mastering the new form and the mysterious pleasure-grenade of the alicorn vagina had just become a lot more interesting as a project. The other stuff could wait. The one mare that really mattered would be there when all these ponies were dust. She had all the time in the universe…

She spread her oversized, fluffy wings, and glided gracefully down to Ponyville’s main street, and she began to trot along it, looking around thoughtfully. Stallions, why did Ponyville run so low on stallions? Anyone would think it was Fillyopolis in the old days, where they kept a few very tired and jaded stallions in a special paddock and shared them. Chaos twitched. That would be handy, and chaos powers could probably come forth with a paddock, if only she could gather some stallions to place in it…

Chaos realized she was being shadowed. A white unicorn barely larger than her was trotting alongside, giving her a big smile from behind rose-colored shades that obscured her eyes completely.

“Hi!” she said. “I’ve never seen you around before. Are you new in town?”

“Some would say that,” ventured Chaos cautiously. “Why do you ask?”

“I was just wondering! You know me, right? Always looking for new venues to conquer. So where ya from, cutes?”

Chaos stopped, blinking at the little unicorn. “I’m a venue? I’ve never heard it called that before.”

“Funny!” beamed the perky mare. “I love working with a pony who’s got a sense of humor! We’re going to get along fantastic, Miss… ah, Miss…” She frowned, as if the name was on the tip of her tongue.

“I am Chaos. Who could you possibly be, and what are you proposing?”

The unicorn’s horn glowed, and she dipped her sunglasses, peering at Chaos with deep burgundy eyes.

“DJ Pon-3 at your service. And you’ll excuse me, but you have the look of a Princess about you, and I’ve never heard of your kingdom, and do you mind if I ask you a really, really personal question?” She batted her eyelashes, and moistened her lips with a little pink scrap of a tongue.

Chaos’s body jolted to see that pony tongue. Pony tongues had proved very interesting to her, suddenly. She quivered, and began to smile. Time for more of that, she thought, and she replied, “Oh, please ask away…”

Vinyl Scratch took a deep breath.

“Do you handle booking for your kingdom or palace, sweetie?”

The smile dropped away from Chaos’s face. “I beg your pardon?”

“Shit,” said Vinyl. “I’ve offended you. I’m so sorry, please forgive me, great gigs are hard to find and I really thought I could bring a little life to, uh, where-ever it is you come from…”

Chaos blinked. “No, no, I mean that I don’t understand! What’s booking?”

Vinyl’s eyes lit up, and she hastily replaced her sunglasses before her look of avarice betrayed itself too much. “Wow, you really ARE a princess. Score…”


“Nothing,” said DJ Pon-3 hastily. “I can explain! Let me paint you a picture.”

“What, right here? Is that what you do? Do you put them in these books you speak of?”

“No, no! Listen. Imagine all your subjects, they’re standing around, they’re bored…”

“I rather doubt it,” said Chaos puzzledly. “I find they can’t keep up, as a rule.”

“Oh, I’m liking you better and better, sweetie,” grinned DJ Pon-3. “Now imagine a party coming to town. Decks of thunder, a beat that won’t quit… and imagine them dancing, dancing like they’ve never danced before.”

“I’m not sure they have,” said Chaos. “It never occurred to me. They’ve stood on their heads, I know that. All the unicorns got stuck. Oh, and I turned them all purple once.”

DJ Pon-3 pressed on. “My point being, I am a professional, Princess Chaos. My gift is sound and rhythm, and my domain is the pony ass—and I shake those asses, Princess, with the power of full boogie down and the bass drop.”

Chaos watched, entranced. “Most of your words are normal words, yet they make no sense whatsoever. Do it again!”

“Oh, they will, Princess. You’ll understand in time.” Vinyl’s ear twitched, and she thought to herself—they will if I can persuade this airhead to override her booking agent and get me a gig at her palace! She looked over the unfamiliar alicorn again, trying to imagine what possible market was opening before her. She’d never heard of new beats emerging from any new and obscure place in Equestria, certainly not in recent years. Untapped territory… “So, are you ready to live a little more dangerously?”

Chaos bounced with a flap of her wings, and squealed with delight, only to look embarrassed at herself. She’d been capable of girlish squeals of glee even as Discord, but now that the voice was that of a female pony, she suddenly felt that the whole girlish squeal thing took on a new light. Chaos blushed and scuffed the dirt with a forehoof, sulkily muttering to herself, “…you couldn’t be more vagina if you tried, could you?”

Vinyl’s grin held, though her ear twitched again. “I’m sorry, I didn’t hear you?”

Chaos looked up, sharply. “As it happens, DJ Pon-Three, I’ve been asked to do exactly that. Indeed, I have been sent here by none other than Twilight Sparkle to widen my horizons, and I have had but limited success. And yet, living a little more dangerously is just what I have in mind, Miss Three. Will you help me?”

Vinyl bowed her head ostentatiously. “Absolutely! I am at your disposal. Name the venue, and I’ll rock your socks off.”

“I’m not wearing socks,” objected Chaos.

“You might need to. Hoof protection,” suggested Vinyl.

“You’re prepared to help? To, ah… rock me?” questioned Chaos, earnestly.

“Didn’t I just say so? Don’t you trust me?”

“I think perhaps I do,” said Chaos. Her tail flicked. “One question, though.”


“Does ‘the power of full boogie down’ mean a big stiff horse-cock? Due to some recent experiences I’d quite like my ass shaken by one of those. I’ve never had one. Well… not that way.”

Vinyl Scratch’s jaw dropped, and she stared at the winsome little alicorn Princess, and her mind raced frantically to find an answer and preserve her access to a kingdom’s worth of new bookings.

Show business was a bitch some days.

Pinkie sniffled, enfolded in Fluttershy’s soft wings.

“There, there,” crooned the pegasus. “It’s okay. That awful monster won’t come here any more.”

She blinked. Pinkie Pie was staring at her, the tearful gaze braced by determination, that pink jaw set.

“Wrong answer, Fluttershy! Don’t ever say that about our friend, okay?”

Fluttershy drew her head back, offended. “I’m not sure I’m hearing you correctly. Didn’t you hear what he said? Didn’t you hear what he wanted to do? But you did hear it, and you nearly tossed your cud!”

Pinkie’s ears went back. “Don’t remind me. Cookies are only nice the first time you eat them. But, Fluttershy, Discord was our friend before! He didn’t actually do anything to us, he just had a crazy idea. Discord always has crazy ideas, you know that!”

“And he does them,” said Fluttershy darkly. “And he was going to do it to Rock Candy. I guess I was wrong about him all along, he’s a monster.”

“But he didn’t,” insisted Pinkie. “Thank goodness he didn’t because what he thought up was really disturbing…”

Rock squirmed in Pinkie’s embrace. “Mama? What’s a stallion?”

Pinkie hugged him tighter. “It’s okay, baby. It was a silly pony saying that, it doesn’t matter.”

“What’s a temporary?”

“Shh!” said Pinkie. “Mama will explain everything.” She sighed. “Someday.”

“I still don’t see why you’re making excuses for Discord,” said Fluttershy. “It was that good for you, huh?”

She wilted, mumbling “I’m sorry…” at a really irate gaze from her marefriend.

“Fluttershy, you will not insult me that way again,” said Pinkie. “You are the mare for me, as difficult as you are…”

“I’m difficult?” squeaked the pegasus in outrage.

“You have to listen. I mean it! Discord is still the same Discord he always was. Even if he’s really an alicorn girl in secret. In some ways that makes more sense,” mused Pinkie, “because he always seemed so dissatisfied. I mean, if I could make pudding by clapping a hoof, I’d be set for life! But he always wanted more and more. Maybe Twilight’s right, he needs to get in touch with who he really is. She, I mean.”

Fluttershy wasn’t reassured. “The things she wanted to do were not okay!”

“And did you give her a chance to react, even? I was busy trying not to yack, but before I could even say anything, you’d chased her right out of the house. You did that thing again, Fluttershy.”

“That thing I do?” pouted Fluttershy.

“The thing HE does,” corrected Pinkie.

Fluttershy gasped, and her eyes widened, then narrowed. “You take that back!”

“Chaos took it back,” said Pinkie, “otherwise we’d be doing really disturbing things right now. You know she has the magic powers. If she didn’t care how you felt, Rock would be getting back to where he came from, even now. Those chaos powers are no joke! He’d be a hypnotized spunk-spelunker balls deep in you and you know it… if she really wanted it that way.”

“What’s a…” began Rock, but he hushed at a glance from Pinkie. “Splain later?”

“Much later, baby,” soothed Pinkie, her ears frazzled. She turned to her pegasus mate again. “That’s the thing. Chaos jumped to some conclusions and was sure she was right, and didn’t bother to ask anypony or think about it for one more second. She was about to do really disturbing stuff, but when you reacted, she dropped that plan and she didn’t fight back or even knock on the door again, she just left. Well, you jumped to some conclusions, and now you’re sticking to them and not thinking about them. Fluttershy, I can see the Discord we know in this Chaos, but she might be able to learn. I’m scared to death that I’ll never get you to learn.”

Fluttershy teared up. “I rescued you and Rock, I am cuddling and comforting you, and this is the thanks I get? Pinkieee!”

Pinkie sighed. “Can you do all that and listen to what I’m saying? Fluttershy, think for a moment. I know what Chaos did was wrong, but did it seem like she was trying to hurt us? Was she messing with us, or did she think she had the best idea ever?”

Fluttershy fell silent. She pouted, and glowered at the wall. Eventually, she said, “You’re right. She thought she was doing a great thing. She has even less sense than Discord and she would be even harder to keep in check. She scares me, Pinkie Pie.”

“I think it’s exactly the same amount of no sense,” corrected Pinkie. “It freaked me out too… I thought it was funny when he turned me gray and made me a meanie, because how ridiculous is that, but my whole heart flipped and tripped when I thought he was gonna do stuff to Rock. But it’s the same silly Discord he always was. Only now he’s a yummy alicorn cutie-bootie.”

Fluttershy didn’t say anything, and Pinkie gently nuzzled the underside of her enfolding wing. “Poor baby. You’re still cutie-er and bootier, I promise.”

“Thank you,” said Fluttershy, and sighed. “I needed that.”

“I know ya did. Can you forgive Discord? And Chaos, too? You guys might have to apologize to each other so we can all be friends again.”

“Just friends?” said Fluttershy sharply, and waited.

It was Pinkie Pie’s turn to fall silent as she considered the question. Fluttershy didn’t rush her. Finally, Pinkie nodded a slow and somber assent.

“Yeah, Fluttershy. Just friends. I can see that is how it’s got to be.”

Fluttershy bit her lip gently, hesitating. “I don’t want to get in the way of…”

“No, it’s okay,” said Pinkie. “Not everything has to last. Um… thank you for letting me play, Fluttershy. I always wondered what it might be like with a Princess, and now I know. I can see you’re not sure of yourself… but just because you usually protect too much, doesn’t make it wrong this time. We do need to keep some distance with Chaos, after what happened.”

Fluttershy’s tail flicked agitatedly. “I thought you wanted me to apologize!”

“Oh, Fluttershy. You can still be nice to somepony you wouldn’t trust with everything!”

Fluttershy glowered again. “You’re asking me to be nice to somepony I wouldn’t trust with Rock.”

Pinkie gazed up levelly at her. “Maybe that’s the best reason to be nice, of all.”

Fluttershy knit her brow, thinking.

Rock Candy’s little voice piped up. “What’s trust?”

Pinkie cuddled him. “It’s a grown-up thing, kiddo, don’t worry about it. Mamas will take care of that for you.”

Fluttershy blinked. “But Pinkie… it’s a child’s thing. Babies are so innocent and trusting. My animals trust me completely. How can you say that?”

Pinkie tilted her head up and kissed Fluttershy.

“No, Fluttershy. Trust is about what you decide,” she said. “Maybe that will help you.”