After encountering Nightmare Moon, the six ponies embark on their journey to the Castle Of The Two Sisters to face off against the princess of the night. Along the way, they bone hard and learn the true meaning of Friends With Benefits!
Equestria Expanded Universe #17 THI AIN'T Friendship Is Magic #2
After encountering Nightmare Moon, the six ponies embark on their journey to the Castle Of The Two Sisters to face off against the princess of the night. Along the way, they bone hard and learn the true meaning of Friends With Benefits!
“Honestly, Twilight? Ya suck at sucking.” ~Applejack
The group of six ponies and one baby dragon gathered at the Golden Oaks Library in Ponyville to discuss their next move. "Alright, bitches, listen up!" Twilight announced.
"Why, I never..." Rarity gasped.
"Nightmare Moon is back and deserving of a proper beating!" Twilight continued. "And then a spanking! One that'll make her tight ass nice and red! So she can't walk for a week! A month, even!"
"Why is she shouting?" Fluttershy asked. "We're right here."
"Shh," Spike whispered. "Just let her do her thing."
"Do we even know where the Elements are?" Rarity asked.
Twilight nodded "Deep in the Everfree Forest, there are old castle ruins that were once the home of Celestia and her sister."
"The sister whose ass we need to spank?" AJ asked with a smirk.
"The very same! Now, the Elements are most likely in those ruins, hidden away for safe keeping. We must find them before Nightmare Moon does!"
"I guess that settles it, then," AJ said as she took a step forward. "Next stop..."
“The Everfree Forest,” Twilight stated as she and her crew stood before the haunted-looking wood.
“Whee! Let's go!” Pinkie cheered as she started to bolt inside.
Not so fast,” Twilight said suddenly as she stopped the pink mare. “We need to take it easy. We could get lost in there, so we’ll take breaks to get our bearings. And to make sure we aren’t completely winded when we see Nightmare Moon again.”
“Makes sense to me,” AJ agreed.
“So, none of you have been in here before?” Twilight asked, after they had walked a decent ways into the forest.
“Ugh, heavens no!” Rarity groaned. “Just look at it. It's dreadful.
“And it ain't natural,” Applejack added. “Folks say it don't work the same as Equestria.”
Twilight eyed them both. “What's that supposed to mean?”
“Nopony knows,” Rainbow cooed in a spooky voice as if she were telling a campfire story. “You know why?”
“Rainbow, quit it,” AJ sighed.
“'Cause everypony who's ever come in has never… come... out!”
Twilight just stared at her. “Uh-huh. So, you’re saying this place is dangerous and weird?”
“Very,” AJ nodded. “We best be on guard case anythin’ dangerous does pop up.”
“Right,” Twilight agreed. “We should also probably rest up here. We have been walking a while.”
“Good idea,” everyone muttered as they all found somewhere comfortable to lay down.
Twilight watched Applejack sit up against a tree while others were a good distance away. She smirked to herself and trotted over to the farmer pony. “Hey.”
AJ looked up at her and smiled. “Hiya, Twilight. What’s up?”
Twilight smiled and sat beside her. “I was just thinking about back at the barn.”
“Oh,” AJ chuckled. “Heh… Yeah, that was somethin’, wasn’t it?”
“I wanted to return the favor.”
AJ looked around. “Our friends aren’t far away.”
“It’s fine. I'm good with it if you are."
"What do you plan to do?" AJ asked. Twilight smiled and lit her horn up. She then cast the dick spell on her friend, giving the farmer a nice, orange cock and balls. Applejack jumped a little, feeling the weight of her balls. "Oh, you can give others a stallion's meat?"
The unicorn smiled. "Now... I'm gonna suck it."
AJ chuckled and leaned back against the tree. "Go for it, Twilight."
Twilight held the rod in place with her forelegs and then leaned in to give it a lick. AJ let out a sigh before Twilight wrapped her lips around the tip and started to bob her head. When no moaning was heard, Twillight pulled off with a POP.
“What’s wrong?” She asked as she nuzzled the rod.
“My honest opinion, Twilight? Ya kinda suck at sucking.”
Twilight’s eyes went wide. “W-What?”
“May I offer some pointers?”
“Please, do.”
"Start by licking the balls," AJ instructed. "Savor them."
Twilight nodded. "Right," she said, determined to please her friend. She then flattened herself to the ground and leaned in to kiss the orange sack. "Mmm," Twilight moaned as she gave a slow lick to AJ's left testicle.
AJ chuckled and sighed happily. "That's it, Twilight. Just like that."
Twilight closed her eyes as she licked. She found she enjoyed the taste of magic pony balls and let out soft moans, her warm breath providing a comforting heat for the sack. She could hear AJ moaning above her and wrapped her lips around the right testicle.
“N-Now…” AJ moaned. “L-Lick up the shaft and… Oh, fuck… A-And suck on just the tip.”
Twilight opened her eyes halfway before she dragged her tongue over the sack and up the shaft. When she was halfway up, she pressed her lips to the pole and ran them up the rest of the way. Even she arrived at the tip, she wrapped her lips around it and just sucked.
“K-Keep doin’ that,” the farmer pony gasped.
Twilight smiled and ran her lips down the shaft before licking back up to the tip. “I have to admit…” She said breathily. “I love your cock.” She then clamped down onto the top again and sucked while keeping eye contact.
AJ chuckled and placed her hoof on the back of Twilight’s head. “And I love you sucking my cock. Now, take more in. And start bobbin’ your head.”
Twilight slid her lips down more and more, taking more and more of the orange shaft into her mouth. When the pole hit the back of her throat, she stopped and began to pull back. Just as the tip was about to plop from her mouth, she slid back down again.
“Shit,” AJ moaned out. “I never new a blowjob could feel so damn good.”
Twilight chuckled and sped up, letting out soft moans. As she sucked, she started to wonder just how much she could take in. After all, dove of her other friends took her whole shaft down their throat. She closed her eyes once me and, once she felt AJ’s cock hit the back of her throat, proceeded to push further. The tip of the cock plopped into her throat and began to slide lower and lower. Twilight’s mouth was nearing the orange mare’s crotch, making AJ stare at her in shock.
“Damn, Twilight,” she chuckled. “You really like cock.”
Once Twilight had sheathed the whole rod in her throat, she could feel the tip near her stomach. If her friend came right now, she’d get a stomach full of magic jizz. She then started to give AJ a real blowjob, moving her head up and down. This time, she stopped moving upwards when she felt the tip about to leave her throat. She watched this to strictly be a deepthroat blowjob.
“Fuck,” AJ sighed, spreading her hind legs as far as they would go, and leaning her head back. “You quickly… became a pro, Twilight.”
Twilight kept going until AJ let out a louder, deeper grunt. She looked up to see the orange mare looked down at her.
“Gonna cum, Twilight,” AJ panted.
The unicorn smiled and kept going. It wasn’t much longer before AJ came hard. Twilight felt the warm cum shoot directly down her throat and into her stomach. She let out a deep, lustful moan and kept sucking, her throat milking every last drop of cum from her friend’s balls.
Applejack let out one final grunt before she stopped cumming. She now just laid there, a panting mess, as she watched Twilight handle the big load. Soon, the unicorn slowly pulled off. When the tip plopped out of her throat, she let out a grunt. She then let out a deep sigh when the rod left her mouth.
“That was so hot,” Twilight chuckled, before she gave the orange pole a kiss.
“Tell me about it.”
Twilight eyed her, before she leaned in and kissed the mare on the lips. AJ kissed back, both mares moaning softly as Fluttershy walked over. The pegasus pony stopped with a deep blush.
“Oh,” she muttered. “I didn’t realize you two were busy. I can come back later.”
Twilight slowly broke the kiss with AJ abs made the magic cock disappear. “We’re good,” she cooed, before she looked over at the pegasus. “What’s up?”
“We’re, um… ready to move out now. I-If you two are.”
AJ groaned and stood up, stretching. “I’m ready, sugarcube. Come on, Twilight.”
Twilight watched the orange pony trot back to the others before she stood up with a groan. “Oh, boy.”
“What’s wrong, Twilight?” Fluttershy asked in a concerned tone.
“There’s sooooo much cum in my belly right now.”
“Oh,” Fluttershy gasped softly, as Twilight tried past her towards the others. “Oh, dear,” She muttered as she followed.
As the group walked, with Twilight and Fluttershy at the back, the yellow pegasus has her eyes on Twilight’s backside. They all then stopped when they heard the roar of a nearby manticore. Getting down low, they all looked around to see if they could make out where the creature was. After hearing another roar from further away, they deduced that the manticore was moving away from them.
“That was close,” AJ sighed. “Shall we rest up here?”
“Good idea,” Twilight said as she held her hind legs together. “Let’s take fifteen.”
While the others went to find someplace to lay down, Fluttershy approached Twilight. “Are you okay?” The pegasus asked.
Twilight turned to face her. “What do you mean?”
"You seem a little... Well..."
Twilight let out a sigh. "Is it that obvious?" She asked, getting a nod in response. "I wanted to repay AJ for her warm welcome when I first came to Ponyville," she began.
"Okay."
"And since it was a favor, I didn't want to ask for anything in return."
"Naturally."
"So, I sucked her off, and... it left me... horny."
"I see." Fluttershy lightly dug at the ground with her front-right hoof. "I could help. I-If you want."
"Really?" Twilight asked with a smile.
Fluttershy nodded. "I enjoyed our time in the forest earlier. I wouldn't mind helping you out."
"Wow. That's awefully kind of you."
"Kindness is sort of my thing. I wouldn't dream of being mean to anypony."
Twilight gave her a smile and looked around for a secluded spot. She then trotted over behind a bush, waving for Fluttershy to follow. The pegasus followed before Twilight turned her backside to her friend and moved her tail aside. Fluttershy licked her lips and leaned in to start lapping at the purple mare's pussy.
"Oh, Fluttershy, your tongue feels amazing."
Twilight felt the yellow mare's tongue run all over her puffy outer lips before the pegasus began to suck on the lips. The unicorn lowered her upper half to the ground while she kept her ass up in the air. Her hind legs soon gave way and she fell with a grunt.
"Oh!" Fluttershy gasped. "Are you okay?"
"Uh-huh. Don't stop. Please."
The pegasus smiled and got down on her belly before she resumed licking the pussy lips. She then slipped her tongue inside as she sucked the juices that leaked out. Twilight moaned out and breathed heavily. Not only was she getting pleasure from the mare's tongue, but she could also feel the mare's warm breath on her marehood.
The unicorn’s whole body shook as she felt a huge orgasm coming. “F-Fluttershy,” she moaned out. “I’m gonna cum. And it’s gonna be big.”
She didn’t feel the mare slow down or stop, and hoped she heard her warning. She then closed her eyes and moaned loudly as her orgasm finally arrived. A rush of milky mare cum poured out of her pussy and soaked Fluttershy’s muzzle. The pegasus went wide-eyed as some of the creamy cum flowed into her mouth.
When the orgasm stopped, Fluttershy sat up and licked her lips. “You weren’t kidding about it being big.”
Twilight exhaled slowly as her pussy quivered. “You’re great with your tongue,” Twilight said as she rolled onto her back.
Fluttershy smiled down at her. “Maybe next I can help with… your… um…”
Twilight looked up at her. “Huh? My what? I’m pretty satisfied right now.”
“I know, but… maybe I can still help with your…”
“Fluttershy, we’ve had sex twice now. Just ask me.”
“Your penis.”
Twilight stared at her. “You know it’s not real, right? Not like my… pussy…”
“I know… But… um…”
Twilight then let out a brief chuckle. “Oh, you just wanna lick it, don’t you?”
Fluttershy hid behind her mane and nodded, her face going from her normal buttery yellow to a deep red. “Mmm. Is that okay?”
Twilight smirked and lit up her horn before she summoned her cock again. “Fine by me.”
Fluttershy smiled and laid down on her belly again. This time, when she leaned in, she started to lick at the purple balls. After a few licks, she just pressed her nose to the sack and held it there. Twilight could hear light inhaling, telling her that the shy yellow mare was most likely a secret freak.
“You’re more… adventurous… than you appear to be.”
Fluttershy opened her eyes and picked her head up. “The last time we were together was my first time. I always imagined what it’d be like. All the books and other ponies saying it’s the greatest feeling in the world. When you showed me that feeling, I guess I sort of… became addicted.”
Twilight smiled and sat up. “Well… I’m not going anywhere anytime soon. We’ll have plenty of time to… have sex with each other.”
“Oh, my,” Fluttershy cooed with a happy flutter of her wings.
Twilight pulled her into a deep kiss, their tongues immediately going for each other’s mouth. While their taste buds rubbed together, Fluttershy rested atop Twilight and forced the unicorn to lay back down. With Fluttershy on top, both mares moaned into the kiss.
When the pegasus felt the purple rod twitch beneath her, she let out a breathy giggle. Breaking the kiss, she started to back up when Twilight spoke up.
“No, don’t back up. Turn around.”
Fluttershy smiled and blushed as she turned in place, her winking marehood directly above her friend’s face. She then sat down and lifted the purple penis with her hooves. While Twilight started to lick at her pussy, Fluttershy started to suck on the tip of the cock.
As they tasted each other, Applejack watched from nearby. She was seated behind a bush and rubbing herself. Her breathing was heavy and sweat started to glisten on her body. She started to speed up when she heard a voice next to her that made her jump.
“Heya,” Rainbow greeted.
“Gah!” AJ gasped, before she turned her red face to look at the pegasus. “Uh…”
Rainbow looked over at Twilight and Fluttershy before she looked at AJ again. “I guess our little group of friends is getting even closer?” Without saying anything else, she laid down and started to lick at AJ’s pussy.
Applejack exhaled deeply and looked over at Twilight and Fluttershy again. As she watched, she could feel Rainbow’s tongue licking around inside her.
Twilight let out a few grunts into her friend’s wet hole before she rolled her head to the side. “I’m close, Fluttershy. Be careful. I-It feels like a big one.”
Fluttershy kept bobbing her head but let out an affirmative, “Mmm!”
Twilight went back to living as she felt her orgasm nearing the tip of her cock. When the first rope shot out, Fluttershy stopped and pulled off. She then stroked the shaft with her forelegs while licking at the tip. More and more shot out and landed on her face, head, and even her back.
Applejack let out a soft moan as she squirted a little in Dash’s face. “Ho-oly hell…” she sighed deeply.
Rainbow sat up and licked her lips. “What?” She asked as she looked over at the other two. “Oh, nice. Fluttershy is way more kinky than I thought.”
“Hey, girls,” Pinkie greeted, making AJ and Dash jump. “Rarity and I are ready. How ‘bout you two? And have you seen the others?” Before she could get a response, she saw Fluttershy licking Twilight’s shaft with cum all over her head and face. “Oh, I see what’s going on here. When you’re ready, then,” she cooed as she skipped off back to Rarity.
Fluttershy returned to the group with a wet mane just as they started to leave. She trotted up to Twilight and leaned in. “Did I get it all?”
Twilight smiled and nodded. “Sure did.”
As they walked, the fog became heavier.
“My eyes need a rest from all this icky muck,” Rarity complained just before their view was completely blocked by the fog. “Well, I didn't mean that literally.”
Twilight let out a groan of annoyance. “That ancient ruin could be right in front of our faces and we wouldn't even know it.”
Rarity let out a sudden gasp as she bumped into something. “I didn't see you there, my apologies.”
“Right here...” Rainbow sighed, before she also bumped into a tree. “Guh...”
“Oh wait, I think I stepped in somethin',” AJ muttered, before she heard Fluttershy let out a startled gasp. “It's just mud.” She then saw what Fluttershy saw. The bark on the trunks of the trees around them seemed to be twisted in ways that resembled scary faces. “Oh.”
As the fog cleared, Pinkie walked up to Fluttershy. “Some pretty scary-looking trees with some scary-looking faces, huh?”
“I’ll say.”
“Speaking of faces, did it feel nice?”
“Did what feel nice?”
“You know… Having all that cum over it?”
Fluttershy’s eyes went wide and she let out a squeak of embarrassment. “W-What? How…”
“We saw you. You weren’t really hidden. Well, except Rarity. She stayed back while I went to get Rainbow Dash and Applejack.”
As Pinkie talked, Fluttershy began to hyperventilate. The pink mare noticed and quickly leaned in to kiss her on the lips. Fluttershy’s eyes stayed wide while her breathing returned to normal. After a few more seconds, Pinkie pulled back.
“Seems like our small group of friends are getting closer and closer,” Pinkie cooed. “So Twilight can’t be getting all the attention. I mean, I did see Rainbow Dash licking Applejack’s crotch when I found them.”
“Really?”
“Yeah, I guess they liked the show you and Twilight were putting on.”
Fluttershy’s face turned a deeper shade of red. “W-Wow…”
“Hey,” AJ greeted as she approached them. She then noticed Fluttershy’s face. “You told her, Pinkie?”
Now was AJ’s turn to blush. “Well… I mean I never knew you had that side of you. And you were really covered, too.”
Pinkie looked around as Twilight stopped ahead, probably telling Rarity and Rainbow Dash that this was a good spot for a break. "Should we... go somewhere private?"
Pinkie, Applejack, and Fluttershy all went behind a bush. “So, why are we hidin’, again?” AJ asked. “I’m pretty sure we all know what’s going on.”
Pinkie scoffed. “Because then they’ll wanna join. And the three of us is enough. For now.”
Her eyes then glazed over as she smirked. Without warning, she pulled AJ into a deep kiss, their tongues rolling over each other as they swapped saliva. They both moaned softly as Fluttershy watched with a small blush.
Pinkie then moved lower and started to lick away at her farmer friend’s puffy pony pussy while she started to tickle her sides. Applejack let out a combination of moaning and laughter.
“What the… heck, Pinkie,” AJ chuckled, before she moaned out.
Pinkie kept up the tickling while her tongue explored the mare’s vagina. She noisily sucked up any juices that leaked out while her own pussy dripped with need.
It wasn’t long before Applejack’s body shook and a gush of liquids squirted from her pussy. Pinkie giggled and licked it all up, making sure to catch as much of it in her mouth as she could. AJ fell limp as she breathed heavily while the pink pony continued to lick away at her inner thighs until she was satisfied she had gotten it all.
Pinkie then stood up and turned to Fluttershy as juices dripped from her mouth. “Don’t think I forgot about you,” she cooed.
“I knew you didn’t,” Fluttershy said with a smile and a blush.
Pinkie trotted up to her and immediately kissed her on the lips. Fluttershy kissed back and moaned softly as she tasted Pinkie’s tongue.
Pinkie moved lower and started to give Fluttershy the same tickle treatment she gave Applejack. The pegasus giggled and moaned as she spread her legs wide.
“You’re— haha— really good, Pinkie,” she moaned with a somewhat stifled laugh.
Pinkie then opened her mouth wide and gave a long, slow lick as the yellow mare came hard. The pink pony closed her eyes as she felt the juices splash her face and land in her mouth. When her shower was over, she giggled and sat up.
“Wow, Fluttershy. You came more than Applejack.”
“Speakin’ of me,” AJ said as she gently tackled Pinkie to the ground and pinned her on her back. “Your turn.”
Pinkie watched her friend move lower while Fluttershy moved closer. Then, as if in perfect sync, Fluttershy went to tickle Pinkie while Applejack licked away at the pink pussy. Pinkie Pie didn’t say much. She just giggled as she squirmed a little. After a few minutes, a loud moan interrupted Pinkie’s giggling as she came hard.
The three of them just sat there and laughed. Pinkie then tackled the pegasus to the ground and kissed her deeply, their tongues rubbing each other. AJ trotted behind them and leaned in, licking at both pussies as her warm breath hit their sensitive flesh. The pink and yellow mares moaned into their kiss as Fluttershy wrapped her forelegs around her friend.
"Girls?! They heard Twilight call out. "We found a river we have to cross?! Ready to go?!"
Applejack sighed and pulled back from the pussies. "Darn it all, Twilight," she muttered. "I was just about to push my tongue in, too."
Pinkie broke her kiss with Fluttershy. "We'll have to do this more often. That way, it won't ever be a big deal if we're interrupted."
Fluttershy smiled. "I like that idea," she said with a blush.
AJ nodded and sat up, licking her lips. "Mmm... So do I."
Twilight rounded the bush and stopped when she saw them. "Oh! You were... having fun. Sorry, but..."
"We know," Pinkie said as she bounced off of the pegasus. "We have to go."
"I heard laughing. Were you laughing while you girls... did it?"
"Oh, Twilight," Pinkie cooed as she bounced past her. "It’s okay to laugh during sex."
"I'm glad to see you all becoming closer," Twilight said with a smile as Fluttershy rolled over and got to her hooves.
The pegasus trotted past Twilight and playfully flicked her nose with her tail. AJ trotted up to her and leaned in for a deep kiss. Twilight went wide-eyed, but accepted the mare's tongue and moaned into the kiss. Soon, AJ pulled back and smiled before she left to join the others.
"Wow," Twilight chuckled to herself. "I could get used to this."
