Chaper 1: The First Step To Solving A Problem Is...

"Spike... What book is this?"

"Uh..." Spike looked over the book nervously. "Theorems Of Medical Magic?"

"Yes. And what book did I ask you to get?"

"I... I dunno... It's really late Twilight, I'm not-"

"Whatever. It's fine."

Twilight puffed out a moody breath of air and stuck her face back into her book. An awkward silence hung over the room for several seconds.

"Twilight... What's gotten into you lately?"

"What's that supposed to mean? Are you implying that something's wrong with me?"

"Wait, what? N-no, no!"

"That's what I thought." Twilight replied as passive-aggressively as possible.

She got up and strutted her way over to the bookshelf with the book that Spike had picked up by accident. Her facial expression wasn't far from par, but the way she slammed the book back into its rightful shelf was a bit alarming.

"Twilight..."

Spike cautiously made his way towards Twilight, ready for her to lash out. Instead, however, she dropped her books all at once and dashed up the stairs towards her bedroom.

"Twilight, wait!"

Spike's attempts for calming her down fell short of her earshot. By the time he got his last syllable out of his throat, Twilight's door to her room had already slammed shut.

Spike lowered his eyes and exhaled heavily. "Whelp... Here we go again."

As if going through a routine, Spike slowly made his way up the stairs, not minding the one step with the faulty support that squeaked loudly when he walked over it. He would typically try to avoid it, but his mind was too focused on Twilight to care. He reached on his tip-toes in order to reach the doorknob.

"Don't come in!"

Spike ignored her and turned the doorknob anyway. He entered Twilight's bedroom and immediately saw Twilight lying face down on her bed with her hands crossed over her head.

"Twilight, you've been like this for days now... Maybe you should-"

"I'm fine..."

"You're obviously not fine, Twilight. I've known you all my life and I know that this isn't you. Come on..." Spike hopped up on the edge of the bed and looked over at her with concern in his eyes. "Talk to me."

The terrible feeling of watching herself become something that she worked so hard to fix filled every nook and cranny of her conscience and it didn't take her long to bury her face back into her hands. She was definitely aware of how she was acting, but as Spike was starting to find out, there was no spell, potion or remedy that made it any better. Twilight rolled to her side on the bed towards spike and pulled him close to her chest, hugging him tightly and lightly sobbing into his scales.

"Spike, I'm so sorry... I don't know..." She sniffed. "I don't know what's going on with me..."

Spike smiled slightly as he enjoyed the first hug he received from Twilight in weeks. Judging from her emotional state and her tears soaking the bedsheets, he knew that it wasn't her fault.

"S'okay... but you should seriously consider writing to Princess Celestia about this. I hate watching you tear yourself up from the inside out."

"But Spike," She turned Spike around so that she was looking at him straight in the eye. "That's just it... I don't know what's going on!"

"Maybe there's a book-"

"I've already researched it extensively, trust me. It's nothing to do with hormones or... Periods..." Twilight cringed at the word. "It's something completely different."

Spike sat back up and brushed Twilight's hair from her face. Granted, it was a bit more affectionate than necessary, the relationship between the two had often allowed for the occasional gesture of loving friendship. He didn't speak, but instead let Twilight think it out in her head, since that was usually what led to her problems being solved the quickest.

After frying her brain several times trying to come up with the ever-elusive answer, Twilight sighed in defeat and rolled onto her back.

"Spike, take a letter." The quill and paper were already in his claws by the time she finished her sentence.

"Ready!"

"Dear Princess Celestia,
I'm sorry to bother you with such a trivial matter, but I must ask for your help.
I have been feeling stressed, irate, and easily annoyed as of late. It is also becoming increasingly difficult to concentrate on studies.
I have tested and researched what the source of these feelings might be, but none of my books help. I have eliminated many possibilities such as menstrual cycles and-"

Spike broke Twilight's concentration with a (not quite well enough) surpressed chuckle.

"Oh, grow up... As I was saying-"

"Menstrual cycles and other similar causes. If you have any idea what could be the problem, please respond as soon as you can.
Your faithful student,
Princess Twilight Sparkle"

"Uh-huh... Aaaand... Done."

Spike finished scratching the last few letters onto the paper and sent it away just as quickly as he summoned it.

"Oh Spike... What am I supposed to do if she doesn't know? How long is this going to last?"

"Here we go... Again..." Spike knew Twilight's frequent habit of magnifying the worst case scenario even when she was about to receive help.

"What if it gets worse? What if I turn into a crazy cat lady?! Or..." Sadness came back into her eyes. "What if it causes me to drive my friends away..."

"Twilight, calm down! None of those things are going to happen. Just take a deep breath and- *BURP!*"

Spikes consolation was abruptly interrupted by a puff of green fire coming from his mouth, along with a medium sized box that nearly smacked Twilight square on the forehead. Instead, it landed next to her on her pillow.

"Ahhh! Spike!"

"Hey, it's not my fault! Although, that was a rather quick response from Princess Celestia, especially considering how late it is."

Twilight flipped around to her side and turned the box over several times. However, there were no latches or buttons anywhere on the box to open it. The box itself wasn't all that spectacular, but it was quite heavy. Whether it was the box itself that was the cause of the weight or whatever was inside it remained a mystery.

"How am I supposed to open this thing?"

"Heck if I know. Maybe it's some sort of test from the Princess." Spike stood back and watched as Twilight pointlessly tried to poke and pull at the box.

"Wait, there's something written at the bottom..." Twilight squinted her eyes and held the bottom of the box close to her face as she tried to read the tiny script.

Be honest about your desires, and you will find what you need.
~Princess Luna~

Twilight raised her eyebrow in confusion and then read it again, aloud this time, for Spike. The writing itself wasn't what intrigued her most, it was the fact that the box belonged to Luna.

"What is that supposed to mean? And why is this from Princess Luna?" Twilight pinched her temples with her thumb and index finger and sighed out of frustration. "Sometimes I wish they would just tell me what I need..."

"Well..." Spike picked up the box and examined it. "It said that you should be honest with your desires. Are you hiding something?"

"What? No! I would never lie to you, Spike. I honestly have no idea what is going on with me..."

"Okay... Maybe we need to find out, then?" Spike gave up on the box and put it back down on Twilight's bedside table.

"What do you mean?" Twilight sat back up and hung her legs off the side of the bed.

"I mean maybe we should do some tests to see what this "desire" you have is. If we try out enough things, maybe we'll get some sort of reaction."

"Good idea, Spike. Go get our lab checklist and meet me there in five."

Spike gave a stern salute. "Roger!"

There was a slight nip in the cool late afternoon air which was multiplied by a stiff northern wind coming from Canterlot. It wasn't cold enough to snow, but it was just a few degrees above freezing. Rainbow Dash would've decided against her late night fly if it weren't for the beautiful full moon brightly illuminating Ponyville below, as well as the few clouds that lingered overhead.

She soon realized that the cold was easy to combat as long as she kept her wings moving and her body temperature up. The strong muscles between her back and the joints of her wings were producing plenty of heat. However, her nose, her fingers and the tips of her wings were starting to feel the adverse effect of the night's chill. Even though the night was very beautiful and peaceful, she knew that if she kept flying for another few minutes, she wouldn't be able to feel her extremities anymore. Rainbow Dash looked to the ground to find some place to rest and warm up for a while. It was a bit difficult for her to scan through Ponyville since all of the lights in the houses were off. Even the bright moonlight didn't help much.

Just when she was about to give up and retreat back to Cloudsdale for the night, a tall oak tree entered into her peripherals that stuck out from the rest of the houses in the dimly lit town.

"Maybe Twilight has some hot chocolate or something..." Rainbow Dash angled her aileron feathers downwards and dropped into a sharp dive.

Twilight stripped off all of her clothes except for her panties and bra. The purple plaid skirt fell limp on the floor, which was soon followed by her plain black thin strapped tank top. She took off her thigh high stockings for good measure, even though it wasn't necessary. She was left standing there with nothing but her purple striped panties and a cute matching lacey strapless bra that was a bit too small for her.

Spike started to hook up the electrodes to Twilight's chest, but paused for a second when he realized that he'd have to reach uncomfortably close to Twilight's breasts. Spike's face reddened a little when he went to attach it.

Twilight's tits weren't bad. They certainly weren't as flat as Rainbow Dash's, but they weren't nearly as plump as Fluttershy's. They had a good shape to them, as well as tiny perky nipples that were barely visible through her bra. Spike knew he was staring at them for too long, but either Twilight didn't mind or she didn't care.

"Uh... I, uh..."

"Oh for Luna's sake, Spike..." Twilight snatched the device from Spikes claw and quickly attached it right above her left breast. "They're not going to bite or anything."

"That's not what I'm worried about..." Spike reached down and shifted his pants a little.

"What are you talking about?"

"I-it's nothing..." He finally tucked his shaft in a safe place so that his hard-on wasn't as visible. He felt guilty for getting a boner from the girl who was basically his sister. However, Twilight's exposed body was too much for him.

"Ugh... whatever. Just start the darn machine already."

"You're doing it again..." Spike said innocently as he walked over to the machine hooked up to the electrodes and turned it on.

"Oh... S-sorry..."

The machine hummed loudly after Spike flipped the switch, and various colored lights flickered on and off.

"Okay. So, I'm going to hold up some pictures and say some words, and I'll let you know if the machine picks up on any unusual readings."

Spike took out his picture book and sat down in the chair opposite of Twilight.

"Okay here we-"

Spike was cut off by the faint sound of the front doorbell echoing from the living room.

"UGH! Are you serious?!" Twilight tore off the electrodes from her skin and threw her tank top back on, along with her semi-short skirt. She stumbled and hobbled on each leg as she slipped her stockings on.

"Calm down, Twilight. It's probably just a door to door salesman or something."

She looked over at the wall clock that hung over her lab door. "A door to door salesman at ten PM?"

Another ring at the doorbell.

"Okay, okay! I'm coming!" Twilight jogged down the flight of stairs and into the living room.

Twilight's door didn't have side windows, so she couldn't see who was outside until she unlocked the deadbolt and opened the door.

"Sup?" Rainbow Dash made her way in the second the door opened.

"Oh! Hi, Rainbow!" Twilight smiled as she walked in. The fact that a smile came to her face was more surprising than her friend's unexpected appearance. "What brings you way out here this late at night?"

Rainbow walked past her quickly, but it was just enough to give Twilight a slight whiff of the strong smell of a good workout. It wasn't body odor, but a certain moist scent that was given off during physical activity. Ordinarily, she wouldn't have minded and probably would have cringed a bit. However, to Twilight's surprise, it actually attracted her a bit. She had no idea why.

"I was just doin' my nightly fly and I got a little chilly."

Another thing that surprisingly attracted Twilight was what Rainbow Dash was wearing. Even though she was one of her best friends and the idea of physical attraction never quite crossed her mind before, she couldn't lie to herself. Her body was quite pleasing to the eye in many ways. She was wearing a pair of tight blue workout shorts and a slim yet supportive matching sports bra that complimented her toned body quite well.

"Hey, do you have hot chocolate or coffee or somethin' anywhere?" Rainbow dash looked through the cabinets in her kitchen without asking permission, which annoyed Twilight a little. However, she chose not to say anything about it.

Before running the risk of Rainbow catching her stare, Twilight shook herself out of the trance. "Y-yeah... I think I've still got some." She stepped into the kitchen and began heating a pot of water with her magic.

"Sweet. So what have you and Spike been up to?"

Twilight glanced over at Spike with a look of uncertainty as she got out the mugs. Spike gave her a reassuring nod.

"Well... We've actually been pretty busy. I haven't been feeling well lately and we're trying to find out why. I even asked Princess Celestia and that... Didn't help much."

"What'cha mean not feeling well?"

"It's hard to explain, but I've just been feeling moody and stressed out lately."

"What about?" Rainbow Dash made her way back into the living room, vaulted over the back of the couch, and landed on her back in a reclined position.

"That's the thing. I have no clue!" Twilight groaned softly and finished making the hot chocolate before putting the mugs on a tray. She walked into the living room.

"Princess Celestia sent us some kind of box that might help her out, but we have no idea how to open it." Spike leaned over the back of the couch that Rainbow Dash was lounging on and rested his arms on it.

There were several seconds of silence as Rainbow Dash rubbed her chin and thought to herself. Her eyes fixated on the coffee table in front of her as she took a small sip of hot chocolate.

"How long's it been since ya got laid?"

Unfortunately for Twilight, she was mid-sip when the sentence hit her ears. Her eyes widened and she nearly choked on the hot chocolate as her cheeks turned rose red.

"Excuse me?!"

"You know... When did you have sex last?" Rainbow giggled a little at Twilight's embarrassment.

"Rainbow!"

"Come on! A day? A week? A year?"

Rainbow sat up and leaned forward in the couch. Her legs weren't spread wide open, but they were just wide enough for Twilight to steal a quick unintentional peek at her slight bulge in between her thighs where her vagina lay. Cursing herself for being so crude, Twilight darted her eyes away from the potential eye-candy. The redness of her cheeks didn't diminish at all.

"I... I'm still a..."

"Say wha? You gotta spe-"

"I'm a virgin, okay?!" Twilight slammed her hot chocolate down on the table, which almost caused it to break. "Geez..."

"Well, I can't say I'm surprised, but-"

"What's that supposed to mean?" Twilight eyed Rainbow with a raised eyebrow, but then broke her aggressive tone and closed her eyes. "I'm sorry, Dash... I didn't mean to snap at you..."

"S'aight. But I think we both know what your problem is now. Heheh."

"You really think that's what's wrong with me?"

"That's what it sounds like to me. And trust me, I've had my fair share of horny mood swings. Everyone knows if ya don't get laid often enough, ya get cranky."

Twilight was about to protest to Rainbow using such lewd language again, but she stopped herself and looked down at the floor as she thought to herself. She hadn't quite thought about it before, but even she couldn't deny that sexual frustration and hormones might be at play here. She couldn't imagine herself taking part in such raunchy behavior, and who she could possibly do it with was another matter altogether. Try as hard as she could, Twilight found herself unable to logically reason her way out of this one for some reason. Her brain wasn't thinking the way it normally did, which was apparent to everyone but herself.

"What should I do? I don't know the first thing about... sex. Besides, I don't know anyone who would want to do it with someone as inexperienced as me..." Twilight felt extremely awkward since this was the deepest she had ever gotten into the subject.

"Hmm... You're probably gonna be really tight so Big Mac wouldn't work for obvious reasons." Rainbow continued on, surprised that Twilight hadn't already struck down the idea at this point.

Twilight's face got redder and redder as she listened to Rainbow talk so openly. However, she didn't stop her. There was something about the way she said those naughty words and phrases that made Twilight want to keep listening.

"That is, of course, assuming you'd want to do it with a dude."

Rainbow Dash gulped down the last of her hot chocolate with an *ahhh* and then put her arms behind her head, leaning back into the couch and keeping an eye on her friend. If she didn't know any better, Twilight would've thought that Rainbow Dash was checking her out a little since her eyes were sometimes drifting downward away from her eyes and onto her chest and legs.

"I... I guess it doesn't really matter..."

Rainbow's face suddenly lit up. "Wait, what? You mean you're into girls too?!"

"Um..." Twilight's eyes escaped Rainbow's by looking left and right. "I guess? I don't know..."

"Oh come on, stop beating around the bush! Do ya like girls or not?" Rainbow leaned in closer and closer to Twilight's face with a huge smile.

"Rainbow, I think that's enough." Spike finally cut her off before she caused Twilight any more embarrassment.

She leaned back away from Twilight and sighed. "Okay, okay. Fine."

Rainbow got up to put her cup away, but took the route behind Twilight's chair on her way there. While passing her, she bent down and got close to Twilight's ear before whispering just quietly enough for Spike not to hear.

"I could help you out with that, if you wanted..." She whispered in a semi-seductive tone and dragged the tip of her finger along the underside of Twilight's chin, which made Twilight's body shiver in excitement.

"D-Dash..." Twilight bit her lip hard and shuffled her legs uncomfortably as a certain heat began to grow between her thighs.

"Just sayin'." Rainbow giggled at Twilight's reaction.

"I... I can't."

"Aw, why not?" Her tone wasn't filled with concern as much as it was filled with disappointment.

"I just... Can't..."

Twilight knew now what the burning in her lower body was and what it meant. She knew that her sexual appetite was at its maximum threshold, but she was filled with so much doubt and nervousness that she couldn't imagine herself pleasing those appetites. She had certainly read about lesbian sexual behaviors in one or two of her books, and the temptation of trying it out had been in her subconscious for years. All it took was a tiny hint from Rainbow to bring those temptations to the surface, and her body was now feeling the intense ramifications of a ravenous sexual hunger towards Rainbow Dash's intimate offer.

Her conscience was at war with itself. It was rationality versus hormones.

"Well, I'll let ya think it over. I gotta jet before it gets too late. Thanks for the drink!"

Rainbow turned and put the empty cup back on the coffee table. As she made her way to the front door, Twilight's eyes magnetized to her firm, athletic butt that swayed back and forth slightly as she walked. The curve of her cheeks as well as her upper thighs were easily visible through her tight short shorts. Twilight's heart nearly jumped out of her chest.

"U-uh..." Twilight blurted out clumsily. Rainbow turned back around right as she was about to open the front door.

"Yeah?"

Her better judgment caught a hold of her and she retreated back into her seat. "N-nothing... I was just going to say to stay warm."

Rainbow smiled back at her. "Will do. Seeyah, Twi."

The door slammed shut, which was shortly followed by fast paced footsteps and a *whoosh* from her taking off into the chilly night sky.

"Gosh, I thought she'd never stop with that. Can you believe how ridiculous that girl can be sometimes?" Spike huffed and puffed and took the tea cups into the kitchen to wash them.

"Yeah... Ridiculous..." Twilight laughed nervously.

Trying to make her body calm down from the recent stimulation, she gulped down her hot chocolate which was lukewarm by now. A large sigh escaped her chest before she rose from the chair.

However, a strange feeling resided in between her legs when she rose. It was... Wet. Soaking wet. Thin strands of her sexual fluids stretched from her panties all the way back to the cushion that she was previously sitting in, where a rather large damp stain had developed. Twilight's eyes narrowed in shock as she quickly reached for a nearby towel with her magic. She scrubbed the spot furiously to try and get the stain out before Spike saw.

"You alright in there?" Spike called out behind the clanking and clattering of the dishes.

"Uh, y-yeah! Heheh... Just spilled some hot chocolate..."

She finished cleaning the stain as fast as she physically could and quickly retreated upstairs. Spike either didn't notice from the random noises of the dishes being washed or didn't think it wise to stop her. She skipped every other step with long strides as she quickly made her way up the stairs. She nearly tripped over herself making the sharp right turn at the top of the stairway, but caught herself on the wall next to her with her hand. Before she could drip another drop from between her legs, she dashed into her bedroom and used her magic to instantly lock the door behind her. Once inside, she put her weight back against the door, letting out a sigh of relief before sliding down the door on her back until she was sitting down.

She looked down at her body. Her chest was rising and falling fairly quickly; not just because of the short sprint she had just performed, but mostly because of the heated state that her body was in. The throbbing and burning between her legs hadn't gotten any better and she could feel her moisture cool her skin against her inner thighs. Making sure not to make a lot of noise, Twilight slipped off her skirt. She was almost afraid to see what was beneath them. What she found was worse than she imagined.

Her panties were soaked. They weren't just soaked, they were dripping wet onto the carpet beneath her with every passing second. This wasn't the first time Twilight had to deal with a situation like this, but this was definitely the worst case of it by far. Instead of taking her underwear off, however, she kept them on and took in the sight for a second or two.

A hand slid down her belly over her tank top gently as Twilight cautiously began to investigate curiously. Her breathing was extremely labored and heavy by the time her finger got to her panties. She moved lower and lower until she began to feel the wet spot. Her hand pulled away and left a thin sticky line of juices in between her pussy and her finger which, oddly enough, didn't gross her out. It instead tempted her other hand to go lower... Lower... Lower still...

"Ahhhn..."

Twilight had forgotten how sensitive her clit was, especially when it was horny and swollen like it most likely was now. Her finger barely brushed the slight bump in her panties that her pleasure node made, but it was enough to extract a decent moan from her. Twilight couldn't stop there if she tried. Not after that intense stimulation. Her desires were too inflamed at that point. She slid her panties down her thighs, making more stringy fluids between them and her pussy, until they joined with her skirt that was already at her knees. She then flung them both aside with one of her legs.

Her sexually starved sex was exposed to the open air and Twilight's hands slid between her thighs sensually as she felt all of her natural lubricant that had accumulated and dripped down her legs. Not willing to tease herself any longer, she slid a finger gently up the center of her slit until it made contact with her clit again, sending a chill up her spine and a strong tingle in her hips from her sensitivity.

"Mmmphh... Oh sweet Celestia..."

She bit her lip and kept dragging the tip of her finger across her opening, making her throbbing more and more intense. The burning between her thighs only got higher and higher. Her hand gradually sped up and eventually started to rub over her clit along with her sensitive inner lips. Due to how sensitive she was, she was already feeling pressure from (what she guessed was) her upcoming climax. The carpet beneath her ass soon became just as wet as her underwear from how much she was leaking from her virgin pussy. Twilight stopped to catch her breath and pulled her soaked fingers away.

Three loud knocks came at the door, causing her to jump and nearly have a heart attack.

"W-what?!" She raised her voice even though she was right up against the door with Spike no more than one foot away from the other side.

"S-sorry, I was just hearing some weird noises from in there and..."

"I'm fine, Spike..." Even with her best effort, Twilight couldn't suppress her heavy panting.

"Oh..." Well, alright. If you say so... I'm heading off to bed. I hope you feel better soo-"

"W-wait..."

Twilight slowly got up from the soaked floor, being careful not to slip in her own juices. Her heart was beating a million miles per hour; not just because of what she was doing only seconds earlier, but also because of the insane idea that was inside her mind at that moment.

She unlocked the bathroom door and cracked it open slightly, looking out of it and into Spike's only visible eye. It took her a while to search for the right words to describe what she was thinking, and she almost talked herself out of it twice within that five second time period. But, as her cunt continued to throb tremendously, she knew that she wouldn't be able to survive another minute without something; anything.

What she was thinking was borderline insane compared to the Twilight that Spike knew. However, it wasn't Twilight who was doing the thinking.

"C-could you send another letter for me?"

"Sure. Who to?"

"Rainbow Dash..."

It was her hormones.

Chapter 2: Admitting That You Have One

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Dear Rainbow Dash,
I'm sorry to bother you again at such a late hour, but it turns out there's something I might need help with.
Please come over tonight, if possible.
Also, use my bedroom window and come in quietly.
Your friend,
Twilight Sparkle

Twilight finished signing her name on the bottom of the letter as she pressed her back against the door separating her and Spike. She had calmed down from her hormone high from earlier, but not by much. She knew the second Rainbow Dash got here, if she got here, there would be no turning back. With her magic, she took a tiny red ribbon from her nearby desk and tied the letter into a scroll.

"So tell me again why I'm not allowed to read this?"

"Because it's private, Spike! Geez, stop being so nosy... Here."

Twilight cracked the door open and slipped Spike the letter.

"Rainbow Dash's place... I think I remember where that is..."

"Just hurry up and send it!" Twilight wasn't as mad as she was nervous.

"Okay, okay..." Spike inhaled a large breath of air and with a hot flaming exhale, dissolved the letter into ash and green flames. It swirled its way into the air and made its way through the crack in the door and out of Twilight's bedroom window.

"Thanks, Spike..."

"No problem. Just... Let me know if you need anything, okay?"

"Sure..." Twilight made sure that the door was shut and locked behind her and walked over to her bed.

A couple of bed springs groaned under her weight as she jumped into bed. She had put her panties back on, but that was it. Her skirt was still in the corner of the room where she flung them aside earlier. She still couldn't believe what was going on. Everything that had happened up until this point was a blur, and she still wasn't quite able to think straight.

However, that didn't change the fact that she was having second thoughts. Even though she knew that she needed it, her mind flooded with worst case scenarios about how Rainbow Dash would treat her. She was probably very skilled at sexual intercourse while Twilight had never experienced it once. What would she do? How far would she go? Would Twilight be able to return the favor enough to not bore her friend? Her mind swirled with stressful questions that nearly made her sick with nervousness.

She looked down at her body which was just barely covered by her tank top and panties and imagined what Rainbow would be doing to it in the next few hours. An unimaginable silence cloaked the room, which added to her uneasiness.

After a minute or two of looking over her body and being self-conscious about it, she convinced herself to stop her stressing and get back up. There was an uncomfortable stickiness still lingering between her legs that made her cringe a little.

"Better wash up first, I guess..." She said in a tone similar to a person asking for a final wish before an execution.

The hot water actually did a superb job at relieving a lot of her stress. Twilight purposefully turned the hot water knob a bit higher just for that purpose. Her naked body stood motionless in her shower as the water stream hit the back of her head. She kept her eyes closed as her head leaned downwards and her wet hair cloaked her face in near darkness. The thick steam moisturized her skin and went up into her nostrils with every deep breath she took.

It had been about twenty minutes, by her guess, since she decided to shower. It wasn't particularly longer than she usually showered, but the tensions in her body being worked out by the steaming hot water made it feel longer. Lifting her head again and letting her hair fall back behind her, she used her magic to turn off the knobs. She got an uncomfortable little chill on her spine from the water before it turned off since she turned off the hot water first.

Drying off was another little perk of being someone who could use magic. It was even simpler for someone with the aptitude of Twilight Sparkle. Instead of having to rely on towels to do the job for her, she just took the water droplets that were dripping off of her naked skin with her magic and accumulated them into a ball before tossing it into the bathtub with a tiny *splash*. It left her skin completely dry and needless of a towel. She had gotten used to doing it this way ever since she learned how, but she never stopped feeling grateful for being able to do something so advanced. Her hair was an entirely different story, though, since she couldn't just take all of the moisture out of it. She grabbed a towel from the cabinet underneath her sink and began drying it off.

It didn't take her long to do so, since she wasn't really worried about being presentable for someone who was as good of a friend as Rainbow Dash. She knew that she wouldn't care. Her magic grasped a brush and straightened it out a few times before she flung it over her back, letting it fall down freely behind her. There were a few split ends here and there, but there was no need to spend another fifteen minutes trying to work them out.

After throwing on a new pair of panties and a new bra, she tied her hair into a quick little ponytail and opened the bathroom door, letting all the steam that had accumulated inside escape.

She was starting to doubt that Rainbow Dash would come. Not only was it midnight, but she would probably be too tired from her night fly to do anything.

But... She was the element of loyalty...

Twilight opened the door to her bedroom. The shower definitely helped her calm down. Without thinking, she tossed the towel into the clothes hamper to her right and walked slowly to her bed. Her eyes weren't closed, but they were focused on the floor so that she couldn't see her bed. She flipped around and slipped into bed.

However, it felt different. It was that strange feeling like something wasn't right. She couldn't tell if it was a bed spring that had broken or if there was a pillow missing. After tossing and turning for a while to try and get comfortable, Twilight looked over to her right to try and find out what was wrong with her bed.

"Sup?" Rainbow Dash's face was right there next to her, staring and grinning at her.

"AHHH!!!"

Twilight jumped and her body went into fight or flight mode. It flailed around and pushed herself out of bed and onto the floor. Her head missed the bedside table by only a few inches. All she could hear was Rainbow Dash tossing in bed laughing out loud at her reaction.

"Rainbow!!!"

"What? You asked me to come over, didn't you?" She was barely able to speak through her chuckling.

Twilight scurried around on the floor and eventually found a T-shirt that was lying around on the floor. After throwing it on, she stood up and tried to regain composure.

"Yes, but you at least could've told me you were here instead of scaring the heck out of me!"

"Oh, it's all in good fun..."

Twilight was finally able to calm herself. It was then that she finally got to look at Rainbow Dash. She was wearing the same thing she was before when she came over: pair of tight blue workout shorts and a blue sports bra wrapped around the curves of her body.

"Didn't you wash those before you came back?"

"Pfft. I have dozens of these things at home. Besides, it seemed like you liked them a lot when I was here earlier..." Rainbow teased Twilight with a wink, which made her a little bashful.

The atmosphere was a bit awkward now.

"So... What'cha need help with?"

Rainbow was laying down on her side with her leg bent over the other in a seductive way. She had one of her hands inconspicuously sliding up and down her hip and rump. It was a very seductive pose that, coupled with the skimpiness of the outfit she was wearing, made Twilight's body get excited all over again.

Rainbow cleared her throat, noticing that Twilight had spaced out staring at her body. She snapped up to attention, embarrassed.

"U-uh... Well, I- Uh..."

"If ya wanna do it, just tell me. Heheh."

Twilight didn't even protest this time. She knew her body wanted it badly, and it wouldn't leave her alone until she had some kind of release. There was no point in denying it anymore. She slowly walked over and sat down on the edge of her bed with Rainbow still behind her.

"I'm sorry I'm so nervous, Rainbow... I just... I've never done it before. I'm a little nervous..."

"I've noticed."

Rainbow Dash sat up and instead of sitting next to her, sat right behind her with her legs wrapping around the outside of Twilight's. Two soft hands worked their way up Twilight's back and eventually came to a rest on her shoulders.

"Don't worry, I won't do anything you aren't comfortable with."

Her hands gently began to massage the tension from Twilight's shoulders, extracting a pleasurable exhale from her. Twilight tried her best to relax, and to her surprise, it was actually starting to work a little. Rainbow's fingers dug into her shoulders and worked their way down to her back, pushing outwards and inwards along her spine.

"That feels nice..."

Twilight closed her eyes, but her reddened face still remained since she could barely feel the tips of Rainbow's breasts brush against her back every once and awhile. Also, she was sure that she could feel some moisture against her ass from Rainbow's private areas. If she didn't know any better, Twilight could have sworn that Rainbow was slowly starting to push and grind her hips against it. That, in combination with Rainbow's gentle breathing against the back of Twilight's neck, was slowly starting to seduce her.

Suddenly, a jolt of sensitivity went through her back. It was concentrated at the base of her wings. The sudden yelp from her wasn't just from the unexpected pleasure. It was also because she didn't expect that pleasure to come where it came from.

"W-what was that?!" She turned around to Rainbow Dash with a concerned expression on her face.

"Oh... I guess you wouldn't know since you're kinda new to the whole flying thing. This joint between your wings and your back is really sensitive..."

Rainbow Dash continued to gently push her thumbs into that spot, making Twilight groan as her wings slowly lifted from the stimulation. She bit her lip to try and supress herself.

"Feels nice, doesn't it?" Rainbow giggled.

"Mhmm..."

Twilight's eyes were closed as she focused on trying not to make too many noises. She found it more and more difficult to do so, as the tingling feeling in her back slowly gave way to a dull and relaxing sensation that, in a way, released some of her stress and wooed her a bit.

She knew that Rainbow couldn't keep up this teasing for much longer. She was starting to quietly moan into Twilight's ear and she was pushing her crotch against her ass in a way that said "I want to rut you right now".

"I- I'm sorry Rainbow. I just... I don't know how..."

Rainbow's hands stopped massaging the base of her wings and slid down her shirt until she got to Twilight's hips. She then started to slide her palms and fingers over Twilight's tender thighs, coming dangerously close to the line of her panties. Her voice suddenly got very sensual.

"That's the best part about sex." Twilight's panties got a little damp just from the seductiveness and intimacy of Rainbow's tone. "If you don't know what to do, you can just let your partner..." Rainbow's hands slid back up underneath Twilight's shirt, making a pleasurable chill go up her spine and a slight gasp escape her lips. "Do all the work for you..."

"Rainbow..."

Twilight turned around with pleasure filled eyes to look at her, but just as soon as they met, Rainbow leaned forward into her and locked her into a passionate kiss. Twilight's eyes were wide open in surprise, but Rainbow's soft wet lips pressing against hers soon lulled her eyelids closed.

Twilight had kissed a few guys before, but nothing she'd experienced so far could ever prepare her for the amount of intimacy and passion that Rainbow's lips gave her. It was perfect. It was like holding a dove in someones hand; not too hard that it would hurt the bird, but just tight enough so that it wouldn't escape.

While Twilight was so focused on the kiss, Rainbow sneakily moved her hands farther up Twilight's shirt until she could feel them grasping and massaging her tender breasts. The direct contact made Twilight moan a little into Rainbow's kiss.

Feeling Twilight's satisfaction, Rainbow backed off slowly. It left a thin line of saliva between the two pairs of lips. Suddenly, Twilight felt Rainbow's hands forcefully pull her around on the bed. Before she knew it, Rainbow's hot and bothered body was on top of Twilight's hot and bothered body. Twilight's breathing became heavier as she felt her shirt being lifted off of her body, leaving her almost completely exposed save for her bra and panties.

After throwing her shirt aside, Rainbow then began to slowly kiss around Twilight's naval and work her way up. Twilight couldn't help but to look down at her lusty friend slowly untying her anxieties with every kiss. They were like tiny spikes of pleasure against Twilight's sensitive belly. Before too long, she could feel Rainbow's fingers go behind her to unhook her bra. However, she didn't protest or say anything. Like Rainbow said, it would probably be best for her to just lay back and let her friend do all the work.

Twilight bit her lip in embarrassment as Rainbow slowly slipped off her bra and got a full-on view of Twilight's tits.

"Hmm... Not bad, not bad..." She licked her lips before licking around them teasingly, making Twilight's tiny moans increase.

Twilight took a handful of bedsheets as Rainbow slowly dragged her tongue over her breasts. It wasn't long, however, until she started licking around her perky erect nipples. Her hands gently squeezed each breast as the point of her tongue swirled around them.

"Ahh..." Twilight's hand instinctively grasped a bit of hair from the back of Rainbow's head as she quickly started to suck on her nipples.

Rainbow looked up at Twilight's sexually excited face and kept eye contact with her as she continued. Twilight's moans weren't only coming from Rainbow's licking and sucking, it was also coming from Rainbow's knee constantly pushing and grinding right into Twilight's crotch. She could only lie there and watch as her friend had her way with her. Her body was feeling too good. She couldn't stop her even if she wanted to, and she definitely didn't want to.

Twilight was a little disappointed to see Rainbow's lips leave her breasts, but as she licked back down her belly slowly, her heart beat quickened when she realized what Rainbow Dash was about to do. She had only read about it in books that, she admitted to herself, were a bit too inappropriate for such a young mare.

Sure enough, as Rainbow's thick wet tongue dragged all the way down to her inner thighs, her suspicions were confirmed. Twilight's heart was beating faster than ever out of anticipation. She had never felt a tongue violate her virgin pussy before, but she knew that she was about to. She had no clue what to expect, so she closed her eyes, tried to relax and prepared for the worst.

Her tongue teased her mercilessly by circling around Twilight's outer lips, lapping up the excess juices that had been leaking from Twilight's pussy ever since she started. The feeling of having another mare eat Twilight out felt... Amazing. She had to admit that it felt very good. Already, her anxieties were drifting away like a piece of driftwood during the shift of tides. It didn't take long for her to completely forget about what she was so worried about earlier. In fact, her mind was so fuzzy from the stimulation that she had a hard time concentrating on anything besides the thought of Rainbow's tongue and lips.

Twilight felt her thighs being grabbed and spread apart as Rainbow moved in for more. She was getting closer and closer towards the top of her pussy, and it was only a matter of time before she-

"Ahhhhhhnn!"

A sudden loud moan came from Twilight after she felt the tip of Rainbow's tongue find her swollen sensitive clit. She quickly covered her mouth with her hand after remembering that Spike was still in the house with them.

Rainbow didn't stop there. She kept licking Twilight's inner lips and prodding her clit with every pass despite Twilight's sensitivity. Twilight's moans were now muffled behind her hand, but they were still audible. Her legs involuntarily wrapped around Rainbow's head in reaction to the intense pleasure that she was feeling at the moment. She opened her eyes and looked down, seeing Rainbow's head buried beneath her crotch and lapping away. Twilight grabbed another handful of her hair, which was followed by Rainbow Dash's eyes coming up to meet hers.

She stopped. Twilight took the precious time to catch her breath.

"You don't get to feel good all by yourself, princess..."

Rainbow pulled away from Twilight's pink fleshy pussy, leaving a thin sliver of fluids between it and her mouth. It took Twilight a good while to find out what she was up to, but after Rainbow turned her body around on top of her and leaned her ass down to her face, she got a good idea.

"Okay, Twilight. 69. You've read about this one before... You got this." She thought to herself.

It didn't take long for the all-too-familiar feeling of Rainbow's moist tongue pushing yet again against Twilight's exposed sex as all Twilight could see in front of her was Rainbow's pussy hanging right above her. She summoned as much courage as she could, spread her ass just a tiny bit, and went in.

A soft groan and a vibration from Rainbow's mouth against Twilight's pussy told her that she had done well. All Twilight did was lick the outer lip of Rainbow, but that was apparently enough. It tasted good, actually. Very good. It was like a mixture between sweet and sour.

Rainbow's hot and sweaty body was firmly pressing against Twilight. Her hips leaned down onto Twilight's face, almost enough to cause her to not be able to breath. Twilight's tongue eventually worked its way towards the center of Rainbow's pussy and her clit. Since she wasn't too sure about what to do, she simply did the same thing Rainbow did to her. Rainbow's warm fleshy sex felt good against Twilight's tongue. After hearing and feeling Rainbow's reaction against her own pussy, Twilight was sure that what she was doing was good.

A sudden pressure against her own clit made Twilight moan just as loudly as before, albeit it was quieted by Twilight's mouth being stuffed into Rainbow. She kept licking on and tried to work past the distraction, not wanting to disappoint her by stopping. The flat of her tongue rubbed and brushed against Rainbow's clit and the more she did so, the harder and faster Rainbow's throbbing became.

Twilight noticed that Rainbow's tongue pushing against her was increasing as well. At this point, it felt like a competition of who could last the longest. Both of them were giving it their all against each other's sensitive nubs. Rainbow Dash was starting to moan just as much as Twilight at this point, which made her a bit more confident in her abilities.

However, despite the progress that Twilight was making, she knew that she would be the one to finish first. Her amount of throbbing was only matched by the amount of juices that were pouring onto the bed sheets and her moans which had been increasing in volume ever since Rainbow Dash started eating away at her pussy. A tingling heat began to grow between Twilight's thighs along with a pressure that could only be described as a water baloon that was about to pop.

Rainbow stopped.

"Bout to cum already, huh?" She picked her ass up from Twilight's lips.

Twilight was very close to scolding her for stopping when she was so close, but a part of her would've felt guilty for ending her needs before she tended to Rainbow's. She kept quiet and waited for further instruction from her as her pressure slowly subsided for the time being.

Rainbow got up out of the bed and bent down, looking underneath it.

"Don't suppose ya got any toys around here, do ya?"

It took a moment or two for Twilight to calm down and realize that Rainbow was asking her a question.

"Huh? N-no, of course not! Why would I-"

She was cut off by a strange sound. It was like a combination of a *pop* and a piece of metal hitting against another. Twilight perked her ears up involuntarily and listened for whatever it was to make a sound again, but instead, the only thing she heard was her friend rummaging through her bed (which Twilight oddly didn't care about anymore), and her own heartbeat that was beating as hard as a drum. Whatever the noise was, it wasn't that loud. However, judging by the direction where it came from...

Twilight looked to her left. It didn't take her long to figure out what the noise was.

She leaned over and took the box from Princess Celestia off of her nightstand, which now had a tiny crack on the side of it. To say that she was confused would be an understatement.

"Why in the world would this thing open now?!"

Rainbow Dash's head popped back up from underneath the bed with her ears down and a disappointed look on her face.

"Nope... Nothin'." She sighed and rested her chin on the side of the bed in defeat.

However, her eyes lifted up when she saw the box that Twilight was opening and her ears perked up out of curiosity.

It took a few moments for Twilight to figure out where its hinges were, since there were no defining features on the outside of it. Finally, her fingernails worked themselves underneath the small split in the wood and she pried it open.

Shock was written all over her eyes. Since Rainbow Dash was looking at her from the opposite side of the box, all she could see was Twilight's face which had "what the fuck" written all over it. However, there was a also a slight trace of embarrassment about her. She got up and tried to get a view at whatever Twilight was looking at.

It was a sex toy. Not just any sex toy, though. It was a double-ended dildo that, by Twilight's estimation, measured just over eighteen inches. It barely fit into the box that it came in and was a bit scrunched up around its edges. The texture of it was quite realistic, but it resembled that of an equine penis. The main reason Twilight was blushing so much wasn't because of the item itself, but because of how flared it's head was.

The only thought going through the girls' heads was: "It's huge".

"Heheh... I thought you said you didn't have any toys..." Rainbow looked down at the opened box with a humorous yet slightly nervous expression on her face.

"I didn't... I got this from..." Twilight stopped mid-sentence when she realized just what was going on.

Princess Celestia had given her a sex toy. It took her a while for that realization to sink in. Princess Celestia had given her a sex toy. It didn't make sense.

"From who?"

"Princess Celestia..." Twilight took the toy out and held it in her hands. It was quite heavy, and its texture was very realistic.

"Pfft. Who cares who its from! Let's try it out!"

The two girls were still naked, but after the intimate exchange earlier, Twilight didn't seem to mind being so openly exposed as much. Rainbow took the toy from Twilight and admired it a bit.

"W-wait! I don't think that'll fit me..." Twilight looked at it nervously.

"Are you kidding?! I'm just as nervous as you are!"

Rainbow leaned over on top of Twilight and pressed her warm body against hers, making their breasts squish together. She looked into Twilight's eyes with a grin on her face before whispering.

"But that's what'll make it so much fun..."

Without warning, Twilight felt the tip of something blunt and warm prod her entrance, making her yelp a little and close her eyes. The flared head pushed hard against Twilight's outer lips and her clit, trying to work its way inside her. Slowly but surely, Twilight's juices were beginning to lubricate the large head and help ease its way in. As she felt the dildo grow more and more slippery, she knew it was only a matter of time before-

Rainbow gave a last little push, and the flared head popped inside of her pussy all at once, making Twilight gasp and then moan.

"Sweet Celestia... I think you just t-tore me... Ahhhhn!"

Rainbow looked down beneath Twilight's legs and, only seeing a minimal amount of blood, continued to gyrate the tip of the giant horse dildo inside of her. If Twilight wasn't a virgin, it would've worried her more.

"There's a little blood but it's alright. Heheh."

"What? R-really? Are you sure?"

Twilight's expression was still filled with doubt and anxiety. It felt to Rainbow like the more she did to her, the more nervous she got. She knew that Twilight would never be able to reach satisfaction that way. Leaning in and pressing their breasts together, Rainbow gently kissed Twilight's cheek. It only took a tiny tug of the dildo for it to pop out of Twilight, which made her gasp and moan again shortly after. She then got close to Twilight's face, their lips only a half inch apart. Rainbow looked deep into her eyes with a look that told her "It's okay, I'm your friend and I'm not going to hurt you".

"Try to relax, Twi. I promise I won't hurt you."

"O-okay..."

Rainbow giggled a little under her breath and then closed the half inch gap between them to give Twilight another passionate kiss. It was instantly more intimate than the last one as she slipped her tongue inside of Twilight's mouth right off the bat and swirled it around her own tongue. She felt Twilight's hands slip around her hips and grab on to her from below as she returned the kiss.

After rubbing the tip of the dildo against Twilight's soaked outer lips, she started pushing it inside her again. It was much easier for it to *pop* inside of her this time.

"Mmmphh..." Twilight groaned at the sudden spreading of her pussy as she continued to make out with Rainbow. Letting her desires take hold of her, she let her fingers slide down to Rainbow's athletic ass.

She squeezed her eyes tight as Rainbow pushed it further inside, making Twilight feel every inch of its texture. The toy's flared head stretched her warm wet inner walls. It was the first time that she felt a penis (granted, it was fake) enter her, and as the tip slipped all the way to her womb, she couldn't lie to herself. It felt fantastic. With every throb of her pussy making her grip on the shaft tighter, it was as if tiny spurts of stress were leaking out with them.

She still couldn't get over why or how Celestia knew so much about the benefits of a sexual encounter, seeing that she was the one that sent her the toy to begin with. However, the feeling of being penetrated over and over again and looking up to see Rainbow Dash's sleek sexy sweaty body work at her from on top made all of her thoughts melt away save for the ones she was having in that present moment.

Wet sloshy noises were emanating from Twilight's sex as Rainbow continued to shove the toy inside of her over and over again. Without thinking, Twilight was beginning to lift her hips off of the bed in order for the toy to slip deeper inside of her. A quick brush of her clit from the dildo made Twilight's eyes open as she let out another high pitched moan into Rainbow's mouth. Their eyes met each other with less than a couple of inches between them. Twilight's sexual fluids were leaking further and further down the thick shaft until they were beginning to dampen Rainbows' fingers. It was almost enough to make her lose her grip on it.

To Rainbow's surprise, she began to feel one of Twilights' hands slide down her forearm and grip her wrist before it began to grip and pull. Twilight helped her friend's hand push harder and faster inside of her. It didn't take very long for Rainbow to want the same thing Twilight was getting.

Rainbow Broke the kiss after a couple of dozen slow thrusts and looked down at Twilight's reddened face. It had sexual pleasure written all over it, which made Rainbow a little jealous considering the fact that her own pussy had been untouched ever since the toy came into play.

"Come on, I wanna see how it feels too..."

Rainbow pulled the dildo out of Twilight, albeit a bit too fast.

"Ahhhhhn! I-I said be gentle!"

"Sorry, I forgot to tell you. Being gentle isn't really my forte."

Rainbow Dash proceeded to turn around and get up on her hands and knees on the bed, exposing her moist lips from in between her ass. Her juices were dripping halfway down her thighs at this point. Twilight couldn't help but stare at it for a second or two, but soon understood what she wanted her to do. It made her a bit uneasy knowing that her mind jumped to such a conclusion so fast.

Rainbow wiggled her ass a little impatiently. "Hurry up! You're not the only one who wants this, you know!"

"Okay, okay..."

She did the same as Rainbow and got on her hands and knees facing away from her so that their soft rumps were about two feet from each other. Twilight's face was red as roses. She closed her eyes and waited for Rainbow dash to connect their sexes with the toy.

"You ready?" Rainbow turned her head to look at Twilight from behind her ass.

"Just do it..."

Rainbow wedged the lengthy toy between their sexes so that each flared tip was prodding at their openings. She held it in place with her fingers while the two of them aligned themselves.

It all happened at once. Greedy for pleasure, Rainbow eased her ass back into Twilight first which caught her off guard. The sudden pressure from the flared head forced Twilight to lean forward as she moaned loudly into the open air.

"Ahhhhhh!!!" Rainbow cried out in pleasure as the toy penetrated her first.

Twilight pushed back against her, making the other end enter her as well. Her arms were laying above her head on the sheets as she bit into them, letting out a loud but muffled moan as the large penis stretched her outer lips wide. She lifted her ass higher into the air to compensate for her upper body being so low to the bed. The two girls had only gotten past the tip of the massive toy, but they already looked like they were worn out.

Once the two of them were level again, Rainbow pushed back harder against Twilight without warning. It had become apparent to her that Rainbow needed this just as much as she did. Twilight pushed back hesitantly, feeling every inch of the long shaft enter her pussy as their asses pushed closer and closer together.

Twilight felt the tip of the toy reach deep inside of her. She was sure that it was either prodding or inside her womb at this point. It only took another inch or so of pushing for her to finally feel Rainbow's soft warm ass mash against hers. Rainbow proceeded to grind her ass against Twilight, making the toy shift and slide inside of them and eliciting heavy moans.

"Oh yeah... How does that big cock feel inside you, Twi?" Rainbow looked behind her and asked with a sexual tone in her voice.

"R-Rainbow..." Twilight looked back at her with a red face.

"Come on, tell me..." Rainbow continued to grind her ass against Twilight's.

"Mmphhh... It... It feels nice..."

Rainbow's heart nearly exploded from how cute Twilight was when she answered.

"Let's speed things up a bit, shall we? Heheh."

Rainbow pulled away from Twilight, letting the soaking wet shaft exit them. At this point, Twilight was too horny to care about being nervous. She matched Rainbow's movements and pulled back as well until the flared tip pulled against their entrances from the inside. Twilight only had a couple of moments to prepare before Rainbow pushed back against her again.

Since Rainbow started out slow, it was easy for Twilight to become in sync with her movements. The amount of juices leaking down the long shaft was growing so thick that it was beginning to drip down from the middle of the shaft and onto the bed sheets. Twilight could feel her inner canal widening significantly with every motion. The amount of pleasure that it was giving her was unreal. Her mind began to grow fuzzy and soon, the only thing she could possibly focus on was the fact that a giant eighteen inch horse cock was being rammed into her private places over and over again. Judging by the constant high pitched moans coming from Rainbow, she could guess that she was feeling just as good.

Thin strands of sticky sexual secretions connected between their asses after every backwards thrust and remained there until the next thrust came, which was followed by a loud and perverted slapping noise coming from their asses. Their swollen pussies pressed together every time they connected, adding an extra little stimulant to every backwards motion.

Rainbow started to speed up even more. The slapping noise from their asses coming together eventually echoed throughout the room every couple of seconds. Their moans were becoming louder but more muffled as they both resorted to biting a mouthful of sheets in order to keep their volume down.

Twilight thought that Rainbow was about to go even faster, but instead, she stopped and pushed hard against her. She resorted to grinding her ass against her again, making the both of them moan the whole time. They both took the golden opportunity to catch their breath.

Rainbow was the first to speak up.

"Can't you- *pant* Use your magic or something?"

The thought hadn't even crossed Twilight's mind until then. She had magic, after all. She thought it would be a shame to waste it.

"O-okay. Keep pushing against me like that..." Rainbow did so and kept grinding against her ass.

Twilight concentrated hard. It had soon become apparent to her that it was very difficult to use her magic while her mind was so fuzzy with sexual pleasure. However, she had just enough concentration to pull off a simple telekinesis spell.

With all the focus she had left, she gripped her magic around the middle of the dildo's shaft. The slight tingle from the magic against their openings could be felt by Rainbow as she groaned a little.

With caution, Twilight began to move the dildo back and forth, keeping her ass planted against Rainbow's while the dildo penetrated her on the way out and Twilight on the way back. The ring of magic that was holding on to the middle of the shaft made their insides tingle every time it entered them.

"Oh yeah! K-keep doing that!" Rainbow yelled out, the intense pleasure making her voice crack.

Despite the huge distraction of having her pussy filled over and over again, Twilight mustered her concentration and kept going. It was nice to not have to worry about staying in sync with Rainbow. All she had to do now was sit back against Rainbow's ass and let her magic do the work for her. The muffled sloshing of the toy going in and out of the girls perked their arousal.

That's when Twilight felt it. It was almost faint enough to go undetected, but she could definitely feel a low rising pressure start to build inside her lower stomach. The sharp tingling sensitivity she was feeling was slowly starting to turn into a dull one that caused her entire body to heat up.

She knew what it was. She was getting close.

Letting her hormones take over once again, Twilight abruptly began to speed up the dildo, making it move faster and deeper inside of them. The perverted sloshing noises got louder and louder along with their moans of ecstasy.

Twilight's mind went blank. The only thing she could manage to keep her mind focused on was the telekinesis spell on the dildo. Eventually, the big flared head pushing through her insides made her head so numb that she eventually forgot that she was causing it to move. Her magic went on autopilot as her pussy throbbed heavily along with Rainbow's.

Rainbow hadn't moaned in a while, but it was only because she was further into ecstasy than Twilight was. Her rolled back eyes and tongue hanging out of her mouth spelled pleasure all over her face. Her face mashed into the bed sheets as Twilight spell rammed the huge shaft down her soaking wet hole over and over again. Her wings were completely erect and they even flapped a few times involuntarily. It was a clear sign that she was deep down the rabbits hole.

"Oh sweet Celestia, Twilight! Don't stop!!!" Rainbow's choppy words were almost undecipherable due to her sex fueled trip.

But Twilight didn't stop, she went even faster. She could feel her orgasm coming right around the corner. Judging from the intensity of Rainbow's throbbing against her own pussy, she could tell that they were going to cum together if she kept it up.

She was a little nervous about being able to fully satisfy Rainbow, but as Twilight turned around and looked behind her ass at her facial expression, she knew she was doing something right.

In one last spurt of spontaneous sexual craving, Twilight pulled the dildo to the middle of them and then used a quick enlargement spell on it. She didn't make it too big, it was only a half an inch to an inch thicker in diameter now. However, it was all that the two lusty girls needed to spark their orgasms.

Rainbow let out a tiny cute yelp before biting down hard into a mouthful of bed sheets, letting out a muffled scream into them as her pussy clenched down on the toy tightly, spurting out juices from the side. Her wings flapped hard involuntarily, making a strong gust blow back against Twilight, whose orgasm came shortly after Rainbow's.

Twilight didn't have time to muffle her final sexual yell of the night. Her face lay sideways on the bed with her ass in the air as her intense contractions around the toy caused her to cry out. It was the first time she had experienced an orgasm, and she would be lying to herself if she said she didn't enjoy it. It was absolute bliss, like a million fingers pressing into her back and working out a tough knot, but with an intense electric sensitivity to it. She felt a large flow of fluids trickle down the back of her thighs as she pushed as hard as she could against Rainbow.

It was as if all her stress and tension escaped from her body at that moment and flew out through the window. After about ten seconds of a steaming hot full-body orgasm, the two of them finally came down from it and started to pant heavily. Twilight fell to her side, exhausted, making the thick double ended cock slip and pop out of her pussy. It gave her one last jolt of sensitive pleasure as the flared head widened her a little before coming out. She reached back and felt her recently ravaged hole, and noticed how stretched it was now.

Rainbow fell to her side shortly after, letting her wings lay sprawled out on the bed behind her as her belly quickly rose and fell with her heavy breathing.

"T-that was... awesome..."

Twilight didn't have the energy to respond, and even if she did, she was too distraught to make any sensible words come from her mouth.

"I just hope we didn't wake Spike up..." Twilight stretched her legs as she put her stockings back on.

"I'm sure we did, but oh well."

Twilight blushed a little out of embarrassment.

"Well, I gotta jet. I didn't really expect to be here this long... Heheh." Rainbow scratched her head bashfully.

"Okay... So, if I need help again..." Twilight twiddled her fingers together.

"Don't worry, I'll help ya out again if ya need it."

"Thanks..." Twilight's head was still a little fuzzy from earlier.

"No prob. Catch ya tomorrow!"

Rainbow flapped her wings, creating a gust that made a few papers off of Twilight's desk fly off of their rightful stacks. However, Twilight was either too drained to pay any attention to it or just didn't care.

After pulling up her skirt and throwing her T-shirt back on, she took a deep breath and decided to go back downstairs to check on Spike. She couldn't help but expect the worst.

"Spiiiike!" She called out, opening her bedroom door.

"Spiii- Waaaah!"

Something caught her foot from underneath her, causing her to fall forwards. She was barely able to catch herself with her hands. Still, it caused her wrists to sting a little.

"Ow..."

She looked behind her to see what she tripped over.

"What? Spike?"

Spike was sitting, or more accurately, lounging, against the corner of the wall next to Twilight's door. Tiny snores came from his nostrils as he rested with his eyes closed. His tail, that was laid out in the middle of the doorway, proved the be the culprit behind Twilight's tripping.

"Spike?! What are you doing here?! Oh... You weren't peeking were you?" Twilight shook him awake.

"H-huh? Wha- Oh! Twilight! I- Uh..."

"Oh no... You were peeking, weren't you?!" She hid her face with her hands in embarrassment and leaned against the wall before tucking her knees close to her chest.

"Twi, I'm sorry... I didn't mean to, I was just-"

Spike looked over at Twilight when he heard the gentle sobbing. He immediately got up on his feet and crawled towards her before wrapping an arm around her.

"Hey, hey, hey... It's alright. I promise I won't tell anyone." Spike noticed the bulge in his shorts from all the excitement earlier and inconspicuously tucked his boner into a discreet location.

"I don't blame you either. Hey, even I have that feeling sometimes. Everyone needs some sort of release like that."

Twilight picked her hands up from behind her knees with tiny tears dripping from her face. "R-really?"

Spike had to stop for a moment and try not to lose it from how cute Twilight's reaction was.

"Yeah! It's totally normal. Now come on, lets get you in bed." Spike picked her up by her hand as she wiped a tear away.

"S-so you don't think any differently about me? You don't think I'm a pervert or something?"

"What are you talking about? Of course not!"

"T-thanks Spike..." Twilight hugged him tight. It didn't help his "problem" between his legs either. He had to move his hips to the side so his erection wouldn't brush against her.

Spike led her back to her bedroom. Twilight quickly threw the soaked bed sheets into the dirty clothes bin in the side of the room and got some new ones from the closet.

"So... You saw everything?"

"Uh..." Spike tried to come up with some sort of story, but thought it better to just come out with the truth. "Yeah..."

"Did you think I did a good job?"

"Huh? What do you mean?"

"You know... Did Rainbow look like she was... Enjoying it?"

"Oh yeah!" Spike chuckled a little from the previous memory. "If you would've seen her face, you would've known.

Oddly enough, Twilight managed a smile. "That's good. I'm just glad I wasn't dead weight..."

Spike looked down at his pants. The problem was getting worse and worse. He was just about to finish when they stopped.

"So! Uh..." Spike rubbed his toe on the floor nervously. "You like that sort of stuff?"

"I guess. It certainly was thrilling." Twilight was a bit ashamed to admit it to herself, but after Spike telling her that it was "normal", she didn't feel so bad about it anymore.

"Sweet! In that case... Uh, could you maybe help me out with something?"

Spike's hard-on throbbed from underneath his zipper.

Chapter 3: Right Under Your Nose

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"Look, I said I'll think about it alright? That doesn't mean no."

"R-really?" Spike's eyes lit up with a smile.

"That doesn't mean yes either!" Twilight poked the tip of Spike's nose with her finger while giving him a stern look, trying to get her point across.

"Okay, okay..." Spike lowered his head slightly and started to walk out. "Night, Twilight."

"How many times have you done it anyway? Like five?" Twilight pulled some pajamas out of her dresser drawers and hobbled on one leg as she tried to slip them on.

Spike turned around. "All I do is stick around here working for you. How many times do you think?"

"O-oh..." Twilight never thought about it that way before. "So... Never?"

"Not once."

"Oh. Okay."

"Night."

"Night..."

Twilight stood there watching Spike as he closed the door behind him. Granted, it was entirely possible that he was playing the guilt card on her. But she never once considered that she was keeping him from experiencing the same relief she could get just by writing a note to a friend. It did make her feel guilty.

She started to entertain the thought of doing it with Spike, but her drowsiness from all the action earlier that night eventually made her decide to sleep on it. An aching soreness still filled her lower body, including her thighs and legs, from the convulsions.

Still, the thought of a man naked in bed with her excited her a little, even if it was her childhood friend. As she tucked herself into her bed and cuddled up in a warm ball, her mind couldn't help but drift towards him yet again.

She sighed. "Maybe I do owe him a favor for keeping him so secluded all the time..."

Her magic glowed from the horn in her forehead as she shuffled through the books on her bookshelf across the room. After a while of moving them around, she eventually found the book she was looking for in the very top shelf all the way in the back.

Twilight floated the book over to her in bed and blew on it in order to clear it from the thick layer of dust that had accumulated on it. Her thumb wiped away the rest of the dust bunnies covering the title: "Kama Sutra For Beginners".

Twilight could tell that it was Saturday because it was almost noon and Spike still hadn't woken up. She had just finished eating her breakfast: a couple of sunny-side-up eggs and some hash browns that she almost burned in the skillet. Twilight usually ate breakfast right as the sun rose, but due to the strenuous events the night before, her body needed an extra hour or two of rest.

She lifted herself from the table after reading the paper a couple of times, and brought her dishes into the kitchen with her magic. She turned her talent to turn the knob on the sink, lather a sponge with soap, wash the dishes and then rinse them off all with her magic while she sipped on her morning coffee.

Twilight's mind was still on sex. She had read through almost half of the Kama Sutra guide last night, so that didn't quite help either. She had memorized at least a dozen different positions and techniques to "make her man enjoy every bit". At least, that's what it said. She didn't bother looking over any of the weird ones like "The Balancing Act" which made her cringe at the amount of flexibility that was required. She still wondered how people even managed to enjoy those positions. However, she knew a good amount of basic positions to hold her through.

She also spent a good portion of last night and this morning thinking about whether or not she should do it with Spike. If he had the guts to come up and just ask her, he obviously wanted it badly. Twilight could only imagine how frustrated his hormones must have been. From her knowledge, boys' hormones were just as needy as girls', if not more. The fact that it was Twilight herself that was the root cause of Spike not being able to get out and visit Rarity more often made her feel at least a little bit responsible for his "needs". She fed him and gave him shelter, was helping to relieve his stress really that much of a stretch? She thought to herself while looking out the kitchen window.

Twilight had a little experience under her belt now that she had been with Rainbow Dash, but dealing with a guy was a whole different ballgame. It was the first time she thought about it, but she started to wonder how big Spike was. Just the thought of his erect shaft and strong chest made her body shiver a little in excitement. However, what actually started her panties to get wet was when she thought about how good he would be at giving oral. He had a dragon tongue, after all. It was slender, forked and extremely flexible. She bit her lip hard, trying to make the pain from her teeth calm her down. It didn't work very well.

She looked up at the clock on the wall. Eleven-thirty.

Even if Spike was a heavy sleeper sometimes, she knew that it would be bad for him to develop a habit of sleeping past noon. He was her assistant after all. If he wasn't waking up on the dot, it would be trouble for Twilight. Besides, she had other intentions in mind.

She finished putting her dishes up and took a deep breath.

"Better put something nice on for him..."

Feeling a little lazy, instead of walking back up to her room, she used her magic to teleport herself right in front of her bedroom dresser. She opened and closed drawers, taking out underwear and panties of all shapes and sizes. However, even though she knew she didn't have any sexy clothes to begin with, she couldn't find anything. She scratched her head and thought about it for a while. Maybe she should just show up naked? No, that would be ridiculous...

"Wait..." A light bulb went off in her head.

It was a long shot. It was more than a long shot, it was just a wild idea. She walked back over the the box that contained her new toy. When she felt the cushion underneath the toy last night, it seemed as if something was underneath it, even though she didn't bother checking until now. She stared at the toy for awhile. Just seeing it was almost enough to make her urges rise even more. She removed it and searched the cushion underneath for some sort of crease.

Her wild guess paid off. After working at it for a while, Twilight was finally able to get it to come out. She looked further down the box and pulled out a wad of some sort of silky clothing. She held them out in front of her. It was a pink thong that was barely wide enough to cover her private areas and a sheer babydoll top that was see-through. She blushed at how skimpy the outfit was, but quickly undressed to try them on.

However, she stopped when she saw one other thing in the bottom of the box. It wasn't another sex toy, but it was a piece of parchment. She held it up with her magic and opened it slowly.

Dear Twilight Sparkle,
These may help with your problem.
~Princess Luna~

It made a little more sense to her now that she know who it was really from, but it didn't stop her from asking how Princess Luna knew exactly what she needed. She shrugged it off and put it back in the box.

"Oh... Goodness."

Twilight looked at herself in the mirror once she put her outfit on. Just as she thought, the thong barely covered her soft lips between her legs. She turned around, looking at her ass. The thong barely covered any of it, save for a tiny bit of skin above the top of her crack.

The babydoll top didn't even attempt to cover her breasts. She could clearly see them with her nipples, perky and hard from the cold, making little indentations in the fine fabric. If it were on anypony else, it would be erotic. However, because of Twilight's lack of self confidence about her body, she sighed and turned the mirror away.

"Hopefully Spike will like it..."

She looked over her body to make sure it was presentable and then, after taking a deep breath, left her room and walked towards Spike's.

She stood outside his door for several minutes, thinking it over in her head and making sure it was really something she wanted to do. Her body, after having dampened the tiny thong she was wearing shortly after putting it on, answered a resounding "yes". Her mind, after some thought of worst case scenarios, was still on the fence.

She pushed her thoughts aside and opened the door before she had time to change her mind.

The door hinges creaked, which made her wince from the noise filling the otherwise silent room. The light from the hallway leaked in and settled on Spike's bed. It took her eyes a second or two to adjust to the light, but she was eventually able to make out Spike's sleeping body. Judging from how the sheets rose and dropped, she could tell that he was on his back. It was a perfect scenario for the plan she had put together in the past five minutes.

She worked her way inside, slowly closing the door behind her and making a small glow on the tip of her horn to substitute for the darkness. Her heart was beating faster than ever as she slowly made her way towards him.

"S-Spike?" She made sure he wasn't awake already. There was no response, hinting that he was still out like a light.

Twilight bit her lip anxiously as she gently eased herself onto his bed, gently climbing on with her hands and knees and trying not to wake him up. Her knees pressed down on either side of his body and she sat up so that she could look down at him. She could barely make out his outline in the dark, so she intensified the illumination spell on her horn.

Her face turned red and she gasped when she looked down at Spike. The sheets had been pulled down to well below his waist line, however that wasn't what surprised Twilight the most.

She found out in that moment that Spike apparently preferred to sleep without any clothes on whatsoever.

She couldn't help but instantly look at his penis. She was afraid it would be small before, but after looking at it, all her fears were gone. By her guess, it was at least seven inches long. However, she couldn't tell for sure because it wasn't fully erect. Spike's body wasn't that bad either. In fact, the more she stared at it from above, the more attractive it got. His abs didn't have that much tone to them, but there was certainly a six pack there.

She couldn't take it any more. She was already past the point of no return the second she walked in the door. All she could think about was that big rod being rammed into her.

She lowered her hips and straddled his penis until she could feel his hardness press against her sensitive area. She moved her hips around slowly, but it wasn't too long before Spike's eyes began to flutter.

Twilight held her hands to her mouth in surprise as she felt movement below her, which was accompanied by a low groan. She was hoping that it was just him tossing in his sleep, but as he stretched his arms out and yawned, she knew he was awake.

"H-huh?" He was apparently starting to notice that something wasn't right. Twilight was hoping that he wouldn't be able to see her, but her magic that was lighting up the room dimly soon caused his eyes to fixate right on her as he turned on his bedside lamp.

He was too shocked to say anything.

"Um... M-morning..." Twilight said with a bashful smile before dropping the innocent act and explaining.

"Look, I thought it over last night and I realized that part of the reason you're still a virgin is because I never let you out much... So I thought I would... Take care of you. Just this once."

"Twilight, where did you get that outfit?" Spike was practically drooling at the image in front of him.

"Um... Long story... Why? Does it look bad?"

"No, it's actually really sexy." Twilight blushed from the compliment but then remembered why she was there in the first place.

"Well, just lay down and I'll handle it I guess. But just this once, okay?!" Twilight said nervously.

"Okay, okay..."

She looked down at Spikes penis which was fully erect now. Her guess was right. It was around eight to nine inches long. Without beating around the bush, Twilight reached down and gripped the thick warm rod with her hand.

"Goodness, Spike! What do you feed this thing?" Spike blushed and kept his eyes fixated on Twilight.

Not wanting to make him feel awkward, Twilight put together her best seductive personality and began slowly stroking Spike's cock. It felt weird in her hand, but just touching it made her heart race and her pussy even wetter than it already was. She could hear tiny grunts and moans come from Spike as his rod began to throb gently against her palm.

"It's so hard already... Were you having a naughty dream or something?" Twilight giggled to try and break the awkwardness.

Spike smiled back. "N-no, it's always like this in the morning. Mmphh... That feels nice..."

Twilight's confidence boosted a little from Spike's moans of pleasure which was a sign that she was doing something right. It was enough to give her enough courage to lay down on her side and try something that she read in her book last night. She scooted up closer to him so that his penis was close to her face while she continued to stroke him. Cautiously and gently, she leaned in and licked up from his base all the way to the tip, making him groan softly again.

It actually tasted... Good. It was definitely less strong than a pussy. It was just like licking a bit of bare skin, albeit it was a bit musky. However, it was a good kind of musky smell that turned her on even more.

She gave him another lick. This one was a bit slower and more sensual.

"T-Twilight... When did you learn to do this stuff..."

"I have books, you know." Twilight gave Spike a kiss on the middle of his shaft, which made his penis twitch a little.

"If you're dead set on doing this, you shouldn't tease me this much..."

"Oh? Or what?" Twilight teased again.

Before Spike could do or say anything else, Twilight already had his head in her mouth. She gripped the base of his cock and swirled her tongue around his tip slowly, making streams of saliva trickle down his length. Spike was still moaning, so Twilight didn't stop. She was only at the tip, and Spike was already taking up a good portion of her mouth.

She stopped with her tongue and positioned it below his shaft before slowly moving her head down and taking him in, making him moan in the process.

"Best morning- Ahhhh... Ever."

Twilight's mouth stretched a little more as she went down on Spike's long hard cock. She stuck her tongue out a little from the bottom of Spike's shaft so that her bottom teeth wouldn't scrape against him. She would repeat going down, then back up a little, then further down over and over until she eventually got about two thirds down. She couldn't go any further past there. If she had practiced on her gag reflex last night, she might have been able to pull of a deep throat, but she thought it would be wiser to just take baby steps. Once she got as far as she could down the thick warm throbbing cock, she started making a rhythm. Her mouth made perverted slurping noises every time she sucked up and down his shaft.

Spike, needless to say, was loving every second. His breathing was heavy and he didn't bother trying to suppress his erotic exasperations deep within his throat.

"Mmphhh..." Twilight moaned with Spike inside her mouth as she reached back with one hand and began to gently rub her soaking wet pussy through her thong.

As Twilight picked up the pace a little, she realized that she loved the excitement and submissive feeling that came with sucking and servicing a man's cock. She felt one of Spikes hands rest on top of her head and then felt his fingers run through her hair as he stared down at her cute little face blowing him.

"Twilight..."

Twilight looked up at him as she kept sucking.

"L-let me return the favor..."

Twilight would've loved to have finished him off right there, but she wanted to feel good too. Plus, the way Spike said it, it sounded like he was going to use his tongue. She was looking forward to that. She pulled Spike out of her mouth, letting the saliva coated cock lay flat against his belly before she leaned back and moved her legs out from under her. She got up and sat on the edge of the bed and spread her legs just a tiny bit to invite Spike, who quickly got up, got on his knees on the floor and took a closer look.

Twilight, rather than staring at Spike, closed her eyes and let Spike surprise her when he started. His heart was beating just as fast as Twilight's at this point as his entire body perked up at the sight of Twilight's pussy. Not wanting to keep her waiting, Spike bent Twilight's legs up and back, spreading them a little before he instantly went down and dragged his tongue over her pussy through the thin cloth of her thong.

"Ahhhhnnn..." Twilight called out. "S-Spike... Please be gentle with me..."

Hearing the cute cliche turned Spike on even more.

"Don't worry, Twi. I won't hurt you. Just let me know if you want me to stop."

"Okay..." Twilight bit down on her finger as she anxiously awaited the feeling of a dragon's tongue against her bare pussy.

Spike slipped Twilight's thong off and looked back down. He was greeted by Twilight's tight bare little pussy, which was glistening against the light of the bedside lamp due to how wet it was. He pulled her outer lips aside, revealing her raw flesh, and quickly leaned in for another lick. He slowly dragged his tongue from the base of her pussy all the way to her clit, making her moan loudly yet again.

He didn't stop, though. It was the first pussy he'd ever seen in real life and Celestia forbid he wouldn't take advantage of every second. He kept his face in between Twilight's legs and continued to lick her up and down and up and down. His thin dragon tongue pushed into her opening and then exited with every lap, and then dragged against her clit all in one motion.

"Ahhhh!!!" Twilight let out a short high pitched moan that turned Spike on even more.

Twilight did as Spike did earlier and grabbed a hand full of Spikes hair. Spike thought that it would be because she wanted to push him away, but to his surprise, he felt his face being pulled into her. Spike got the hint and quickly inserted his forked tongue inside Twilight's tiny opening.

Her insides were warm and pulsating against his tongue as he proceeded to swirl it around inside of her, mashing his face into her pussy and getting his nose and chin wet with her juices.

"Ahhnnn! Oh Spike, your tongue is amazing... Mmmpfff!"

Twilight could feel her eyes roll in the back of her head already as she started throbbing. Her cute little moans were making Spike want more.

Spike pulled his tongue out, making Twilight groan a little in disappointment. He began licking up her belly as he worked her babydoll top off of her and threw it aside, revealing her soft perky breasts. He got off of his knees and leaned further and further on top of Twilight's sexually aroused body as his tip dragged up her leg. He eventually got to her breasts and, squeezing one gently, circled his tongue around one of her nipples, making her gasp a little in reaction to the sensitivity. Her hand wrapped around the back of his neck as he sucked on her nipple a little.

However, he didn't linger too long as he was hungry for the main course. He licked further up and dragged his tongue across Twilight's neck. It didn't take long for Twilight to start feeling Spike's head prod against her soaking wet entrance. Twilight inhaled sharply and spread her legs around his waist.

"You ready?" Spike whispered.

"Yeah... J-just don't finish inside, okay?"

"Aw, alright..."

"That is, unless you wanna get me pregnant." Twilight scoffed.

Spike directed his cock with his hand as he slowly pushed his way into Twilight. It was still a little stretched from last night, but it still had to stretch a little more to accommodate Spike. Twilight wrapped her arms around his neck as he pushed his head in, and then eased the rest of his length inside. Twilight started moaning when it got halfway inside, and didn't stop doing so until Spike rested his penis all the way inside of her. Her pussy engulfed his entire lengh, making only his balls visible. Twilight slid her hands down his back.

It was the first time that Spike had entered a woman, and it was way better than he could've imagined. It was gripping him with its warm slippery walls and squeezing the life from him.

"You're really big, Spike..." Twilight admitted after her moaning stopped.

"R-really? Thanks..." He awkwardly paused for a few seconds.

"Don't just stand there, Spike!" Twilight shifted her hips slightly, making Spike move around inside of her.

Spike got the hint. Stabilizing his arms by pushing down on Twilight's thighs, he pulled back, feeling Twilight's juices that had already accumulated on his shaft. Making sure to take deep breaths, he worked his cock in and out of her slowly, feeling every ridge and crevice of Twilight's pussy rub against him. Along with Twilight's moans, sloshy noises came from where the two were connected every time Spike pushed himself inside of her. Her fingernails were inadvertently digging into his back which spiked Spike's desires.

Spike pushed Twilight's legs up and back so that her knees were almost touching her breasts, putting down his weight on them as he looked down to observe his thick penis penetrating Twilight's swollen pussy over and over again. Spike felt Twilight's soft thighs with his hands, but as he picked up the pace and fucked her a bit faster, his curiosity took over.

Disappointing Twilight yet again, he pulled out of her, making his soaking wet cock swing back and forth in the open air.

"Could you get on your hands and knees?"

"S-sure..."

Twilight obeyed and turned around, lifting up her ass for him and pushing her thighs together. According to her references she went over last night, boys really liked it when girls did that.

"Ahhhhhh..."

An unexpected lick across her pussy from behind confirmed her assumptions. She felt his thin tongue drag across her, making her lift up her ass higher. Spike soon mounted behind Twilight, rubbing the tip of his cock against her opening to get it lubed up. He didn't hesitate this time. He pushed his hips forward, entering Twilight yet again. It was much tighter this time thanks to Twilight pushing her thighs together. His hands rested on her firm ass cheeks as he quickly began thrusting in and out of her, making slapping noises against her ass with his hips which were shortly followed by a quick moan from Twilight.

Twilight closed her eyes and rested the side of her head on the bed sheets below her, biting down on them so that she wouldn't grit her teeth from Spike's huge member churning her from the inside over and over again. Her body bobbed up and down with his forceful thrusts, making Twilight's breasts gently swing back and forth beneath her. She could feel his hands firmly grip her ass cheeks as he pulled them back against his cock.

The position reminded her of last night and, wanting to make sure Spike was having fun, rocked her hips back and forth against Spike's cock as he pushed back and forth, making him go deeper and deeper inside of her. Her moans got louder and louder once Spike began to thrust further down, hitting her sensitive g-spot. The second the tip of his hard dick pushed against it, it made Twilight's legs shiver and grow weak, making her fall to the bed on her stomach and simultaneously slipping Spike out of her pussy.

"T-Twi? Are you okay?"

"Yeah..." Twilight said faintly after several second of panting. "I'm real close, I think. Please don't stop..."

Twilight, being more comfortable on her back, flipped back around and invited spike in by reaching down and spreading her outer lips. She exposed her fleshy pink pussy to him and it didn't take long for him to take the bait. He climbed up on the bed with her and pressed his warm muscular body against hers, making her breasts squish into his chest. Twilight closed her eyes and moaned loudly as she felt Spike's tongue tickle her sensitive neck. It wasn't soon after that she felt his engorged throbbing dick enter her yet again. Her body jolted slightly as Spike pushed even deeper than he was before.

Twilight, out of intense passion, wrapped her legs around his waist and pulled him closer into her as he started thrusting again. She had begun inadvertently digging her fingernails into his back again, making him groan and intensifying his lustful humping of her delicate womanhood.

"Ahhhnnn! S-Spike! I'm almost- "

Before Twilight could even finish her sentence, she felt the all too familiar clenching of her pussy around his dick and she could feel the the pressure that had built up to that point release all at once as Spike thrusted deep inside of her to make it that much better. She clenched her teeth together and held her scream in her throat as best she could. Her passion was too strong for her to worry about him cumming inside of her, even if he did. However, even though his cock was throbbing violently inside of her, she didn't feel the expected warm fluid shoot inside of her.

Once Twilight's legs around Spike stopped their spasms, Spike gently pulled himself out.

"Could you finish me off too, please?" He asked politely as she stroked his length to keep his pleasure levels from dropping. He stood up by the bed and looked down at her.

Twilight mustered all the energy she had left and got back to her knees, quickly gripping his penis and starting to suck on it. She didn't bother being polite and started making slurping noises. Her eyes were glazed over from pleasure and Spike could see how much her hormones had taken over her just by looking into them.

He felt his cock reach the point of no return as a tingly sensation developed deep in his stomach. It wasn't long until his throbbing turned into pumping. He let out a loud grunt and grabbed a handful of Twilight's hair as he released his potent warm seed inside her mouth. She was so lost in pleasure that she didn't care. She let his cum pour out inside, using her tongue to rub the underside of his cock and swallowing gulp after gulp. Her senses were a bit muddied at the time, but she could've sworn that it actually tasted good.

She kept gently stroking his base and keeping the other half in her mouth until she swallowed all she could. Even with her doing her best, some semen still managed to leak out the side of her mouth and drip down her chin. She gave one or two lengthy sucks of his cock to clean him up, and then pulled out, gulping every last bit of delicious cum. Spike began breathing heavily as he looked down at her lust-filled face.

"Wow..." Was the only thing that could escape his lips.

Fifteen minutes and several towels later...

Twilight tucked herself into Spikes bed, only wearing her panties that she had brought in. She didn't bother trying to find where Spike threw her babydoll in his heated moment. Even though the two tried their best to keep a professional relationship, the common eye wouldn't have been able to distinguish the difference from a loving couple at this point. Twilight snuggled close to Spike's warm side and laid her head down on his chest, listening to his heartbeat.

"S-sorry, I got a little carried away..."

Spike didn't respond, but smiled at her and stroked her side affectionately. He picked his head up and stared at the ceiling.

"It was fun, though. Wasn't it?"

Twilight smiled as she tried to come up with a reason to say it wasn't, but found none.

"Mhmm."

Several seconds of blissful silence filled the room, save for the gentle yet deep breathing of Spike and Twilight.

"Hey, Spike?"

"Yeah?"

"Thanks... And forget that part about this being the only time. You can ask for my help whenever you want, okay?"

"Really?!" Spike looked down at her in surprise.

"Mhmm. But if you get a girlfriend, you're on your own. Got it?" Twilight poked his side where she knew he was ticklish. He jumped and giggled a little.

"Alright, alright!"

Twilight tightly hugged her lifelong assistant and best friend, pressing her cheek into his chest and smiling widely as she started to get a little drowsy.

"Love you, Spike."

Spike looked down at her and smiled, putting his arm back around her waist and feeling a bit drained himself.

"Love you too, Twilight."

A Gift From The Princess

by canadianbrony91

Chaper 1: The First Step To Solving A Problem Is...

Chapter 2: Admitting That You Have One

Chapter 3: Right Under Your Nose