Curiosities and Adoration

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With the days becoming shorter and the weather much colder, Equestria had returned to the more relaxed atmosphere and calm nature known for the season. The crisp air of early winter was all around and ponies everywhere seemed to be taking it a bit easier. Leaves had left the trees and the land appeared calm and still once more. It was quite the time to take a step back and enjoy the serenity of the season, right before Hearth’s Warming came around.

Twilight had other matters on her mind, unfortunately. Her ears gave a small flick as she slowly paced along the wall of one of her bookshelves. The whole line of literature had been rearranged several times over yet, she still wasn’t satisfied. In fact, she hadn’t felt that any of it was helping her no matter how many times she fussed with them.

Usually, books would give her peace of mind or at least let her focus better. Her magic started pulling one of the bound pieces from the shelf before slowly placing it back. There was something else nagging at her subconscious that she couldn’t place. Her hooves traveled from one end of the study to the other before she sighed.

Her first audible noise she’s made in three hours. How alien it all felt to her just to have the one thing she enjoyed at nearly any moment, but it brought no comfort lately. Her violet eyes scoured the rows upon rows of different colored spines before she plopped her purple flank onto the floor and let her ears wilt. What was wrong?

The sound of the small pats in the hall weren’t enough to draw her attention. Spike leaned over as his claw held the door frame. A fang bit his bottom lip before he spoke.

“Twilight? Is everything okay?” he asked, trying to offer at least an earfin for her.

“I don’t know, Spike,” said the alicorn, her gaze hardly taking in the sight of her own study.

Both sat in silence for a while longer, neither really sure what to say. A single claw tapped the frame as Spike looked around in an attempt to give some suggestions to help the alicorn clear her head. It almost seemed a bit useless to try giving ideas with how down she looked.

“Why not go see what your friends are up to?” Spike inquired, his body moving into full view as he forced a smile. “I bet Rarity and the others would love to hear from you!”

The idea did seem to get the pony’s attention. Her ears lifted slightly as she glanced away from the wall of books and down to the floor in thought. It was clear to tell she was working the idea in her head as her eyes moved slightly, almost as if reading her own mind, literally.

There was quite a long pause for a reply though Spike refused to interrupt any thoughts going on, seeing as it at least got her mind moving. Various events or gatherings were obvious but nothing that seemed to stick out entirely.

In all the time that Twilight had got her own castle, Equestria had been in dire need of saving more often than not. Perhaps it had become the routine that she expected. Now that there was finally a lull in the desperate attention the land needed, the dear alicorn found herself a little lost on how to start her bit of free time.

With her assistant mentioning her friends, the lavender mare felt herself almost blossom with hope. While the ideas still hadn’t come to her fully, it was quite a revelation to be suggested a simple thing as seeing the friends she had made and kept for a while. It almost made her feel bad for not coming up with the thought herself though she couldn’t pin blame on more than the fact that routine had been keeping her busy until recently.

“Maybe I should,” Twilight said softly, slowly lifting her head.

“Great! I bet they’d love to hear from you!” Spike announced and smiled wide. He seemed to be happy to have helped pull her out of the glum mood she was in.

Her mood did seem brighter than before, though she was still stuck at exactly what to offer for them in terms of conversation. Once she met up with them, what would they talk about? The weather was nice but not much of a topic to hold onto. What they’ve been doing? Saving Equestria for the most part.

Twilight placed a hoof to her chin and pondered. Things were lax for the time being and left her expecting another run in with a villain or helping somepony in need. That didn’t mean she had to sit there and wait for things to happen.

A slight grunt sounded from the pony as she stood up and began going through her memories of things her and her friends did before the land called upon them so often. The Gala would have been good but not something she could exactly force to happen out of the blue. A few other instances sounded nice but not quite what she was searching for.

The lavender mare drew in a slow breath and exhaled as she closed her eyes. Spike had wandered off after seeing her perk up which seemed to tickle her subconscious as well as something else. In the time she had been having to herself and letting her mind roam freely, her body had been taking notice as well.

There was a small bend with her hind legs as she lowered herself to the nearest stool and felt the edge of the seat brush against her nether region. That silky tail swayed lightly as she bit her lower lip and forced herself to pause. Why had there been a surge within her to give that part of her body attention? She hadn’t felt the need during the entire time she was saving the land. Was it from the calming pace things had been lately?

Breathing slowly, Twilight eased from the seat and did her best to keep her more primal urges under control. Perhaps the changing seasons along with the relaxing time had spurred on needs she hadn’t felt in a while. She was still a pony after all.

Her hind end gave a small shake before she followed the action with her head. Having to rattle her strange feelings free to think was slightly problematic but she could manage. Maybe if she just went to talk with Rarity or Applejack, or even-

Twilight lifted her head in the sudden flash of an idea. That was something that could work! They hadn’t done that in so long that maybe they’d welcome the idea during the moment of peace. It made the alicorn smile to herself as she hopped around in a circle while contemplating how to ask.

A few days to give them preparation should be good. Maybe even a cute card stating so. Twilight giggled lightly before she trotted her way over to a quill and some parchment. A card would be perfect for Rarity and Applejack to know the date and give them time to refuse if they were too busy.

The mare wrote carefully through her excitement as she thought of the fun from their first sleepover. Reminiscing about it did give her plenty of comfort as well. She wasn’t bored or having her mind pull towards other things her body had demanded attention to.

It didn’t take long for both written invitations to be finished, all the while the alicorn was shifting in place as she wrote. They looked rather nice, if she did say so herself. Folding them up, Twilight magically carried them out and up to her room. A careful placement for the papers in her saddlebags and she was nearly ready to head out.

That feeling came back once again as she stood in her room, thinking of seeing her friends. The purple pony bit her lip and drew careful breaths before she glanced to the door. Spike possibly wouldn’t be barging in anytime soon.

While the idea was tempting, the heated mare didn’t wish to have such a thing happen to her. The embarrassment alone would make her wish she could crawl into the pits of Tartarus herself and stay there. A shake of her head and she let out a sigh. Nothing should be distracting her anyway with the idea of a sleepover presenting itself.

Twilight paced herself and cleared her thoughts as best as possible. The warmth she felt wasn’t going to just vanish but at least she could try and focus her mind to other things. She would have to deliver the messages before sundown as it was.

A look to the window showed the sun hanging lazily in the afternoon sky. It would be leaving much less time for her to do things she needed with the colder season. No time like the present.

Nodding to herself, Twilight hoisted her bags up and over her, making sure they were secure. While out, she could also check a few other stores afterwards. Maybe see if there were any good books for party games or something similar. Elated, the mare smiled to herself and headed out her bedroom door, eager to pass the written papers to her friends.

•••••

Knocking at the boutique’s door, Twilight glanced around. No other ponies looked to be interested in shopping at Rarity’s place for some reason. It wasn’t until she looked closer that she saw the simple sign flipped to state it was closed for the day. A little strange, though maybe she was working to get some projects out of the way.

Perhaps it wouldn’t be much of a bother to step in and leave the invitation out for her to find. The thought made Twilight question if she should before reaching up a hoof and opening the door. It wasn’t locked so maybe Rarity was home.

“Rarity?” the purple pony called out while she pressed the door open.

The bell above the door gave out its high ring to announce the presence of somepony within the store. In stepped the curious pony, glancing around and listening carefully. She could have sworn there were noises somewhere just a moment prior but brushed it away.

It was always an experience walking into the boutique and noticing so many specially tailored dresses and outfits. Rarity was talented through and through and it showed greatly. Twilight was happy for her to express such talents so freely and having them be loved by all. The ponyquins lining the windows were adorned in various fabrics that drew the eye easily along with the ones on the store’s floor.

Each dress and piece made had the perfect amount of everything going on for them. It honestly baffled Twilight how precise some things were but she silently commended the details. Her eyes surveyed the entire area as she looked around, though constantly finding her gaze drawn to one item in particular.

She already felt a bit as if she were intruding and refused to call out again. Maybe they were hard at work upstairs or something. It would be rude to disturb her any further. Though, a bit of a closer look at the ponyquin in the back wouldn’t hurt.

Twilight stepped forward and eyed the snug fitting fabric on the doll. It was a mix of lace and satin that showed off curves in ways that appeared so intimate. The blush that formed on the alicorn’s muzzle had her silently trying to fight back a giggle. Why was she so interesting in seeing lingerie? Ponies wore nothing plenty of times but somehow the idea of it purposely presenting the mare beneath excited her a bit.

A hoof raised as she lightly let it caress the stockings to feel the fabric itself. That precious heart picked up its rhythm as her hoof trailed up to the attached garter belt and over the satin panties. Out of all the questions about herself in the current moment, the only one that kept repeating was a simple ‘why?’ Why was she attracted to such a thing?

The thought of her wearing it made the lavender mare nibble her bottom lip and smile. While the idea seemed a bit far-fetched it was something that made her a little giddy. Perhaps it was a matter of thinking how attractive she would look in it. Then again, Rarity has modeled her own line before. If she had worn that…

“Finding everything okay, dear?” came a voice behind the alicorn.

Twilight felt her ears pin to her head out of shock and embarrassment as she yelped. How had she not heard her friend walking into the room? Had they noticed her staring at the lingerie for so long? That heart was hammering away in her sudden fright.

“Oh, my dear Twilight, I do apologize. Where are my manners?” Rarity said and backed away while smiling.

There was a moment taken to calm down as the winged unicorn drew some slow breaths while trying hard not to let the blush on her face grow. Her tail gave a small sway before she managed to get a grip on herself.

“H-hey, Rarity!” Twilight finally greeted as she placed a hoof to her chest to feel her heart. “Sorry for intruding.”

“Not to worry,” the marshmallow colored pony replied simply as she strode over to a couch and casually laid along it. “What brings you to my boutique?”

Twilight was about to continue until she took notice of the robe around the unicorn. The fluffy hems looked rather comfy. It was also hard to ignore the disheveled mane and tail her friend carried with her. No running mascara so at least she hadn’t been crying. Then it clicked.

“I’m terribly sorry to have woken you,” Twilight apologized as she nodded. “I just thought you might be working and didn’t want to disturb you.”

“Mm, yes,” Rarity said, almost not bothered by the fact at all. “You needn’t worry.”

“Thank you,” said the alicorn before she let her magic fish out the invites she had written. “It’s a bit formal but I couldn’t help myself.”

The parchments exchanged magic as Twilight handed them over without hesitation. The white unicorn opened the one addressed to herself and read the words with a smile. Her sapphire eyes gave a quick glance up to the purple pony before she tilted her head some.

“Why, Twilight,” Rarity said in a fluttery tone. “How thoughtful of you~”

“Y-yeah?” the purple mare replied, her wings fluffing against herself. “I just thought it would be a fun thing since it’s been a while. I remember the fun we had last sleepover.”

“Mhm,” agreed the white mare. “It sure was. I’d be delighted to go. A few days will be plenty of time to show off some sleepwear perfect for the event.”

“You’ll go?!” Twilight asked, her eyes shining.

“Of course, darling. You’re my precious friend,” Rarity teased playfully then winked.

Twilight’s heart picked up pace again as she felt her body react from the casual flirt. Did she know? Know what? The sudden flood of questions almost had the poor mare break out in a sweat before she composed herself with a light laugh and looked away.

“Thank you, Rarity! I’ll try to think up some spells or games we can show off or play during it!” the studious alicorn announced before looking over at the other invitation. “Oh, I guess I should head by Applejack’s place and drop that off too.”

“Nonsense,” the unicorn said with a smile. “Applejack should be by to pick up some things anyway. I’ll give it to her for you. No need to have you running all over Ponyville.”

“Oh, thank you so much,” Twilight said again and gave a courteous bow. Rarity always did enjoy small gestures like that.

“Now, run along,” Rarity suggested, magically waving the papers in a shooing motion. “I’ll be sure she gets hers.”

Twilight repeated herself once more before giggling lightly and finding her head swivel to get an eyeful of that lingerie set again. Her hooves slowed for a moment before realizing she was still in the presence of the unicorn and hurried along. The front door of the boutique gave that familiar jingle again and then she was gone.

Silence filled the building for a while as Rarity glanced between the scantily clad ponyquin then out the window to her galloping friend. There was a certain air about the alicorn for sure. Hints and guesses would only go so far.

“She gone?” came a voice from the back.

“Mhm,” Rarity replied, staring out the window as her magic offered up an unopened parchment with regal writing. “This came for you~”

•••••

It had been a mere few days since Twilight had handed the invitations over. Her excitement was hard to contain as she spent many hours searching for various spells to show off or read up on some small games they could play. While she was having quite the amount of fun doing her searching, there was one issue that arose constantly.

The poor mare’s loins had become increasingly more sensitive over the past few days. Every sit had her almost squirming to rub against the seat or floor and she found her silky tail giving more than a few swishes when she didn’t mean to. It was as if she were inviting ponies to gander or pick up a scent.

It didn’t help matters when the alicorn had stumbled across a certain book of spells. The title was innocent enough with it mentioning little more than just some fun tricks to use on close friends. Upon reading more in depth on them, Twilight found the spells to be far from just tricks and more along the lines of outright raunchy works. Who had made such things?

Of course, it wouldn’t be a proper book of information if she didn’t test to see if the spells actually worked. After all, she didn’t like misinformation being touted as fact. That could have been a big factor as to why she was so wound up before her friends had arrived.

Testing spells without knowing the counters or their duration was a fault the studious alicorn didn’t wish to admit of stumbling over. Not that it didn’t make the several hours of a prolonged touch-sensitivity spell any better, but she still refused to accept it was her doing when the page was so confusing.

There were other incantation books as well which did seem more tame than the rest though plenty sounded just like party favors for foals. Magic confetti, magic whoopee cushions, even something about turning rooms upside down. To her embarrassment, her little snout often kept meandering back to the promiscuous books as she read up on more and more various acts.

If she hadn’t heard Spike’s steps from the hall, her mind may not have snapped out of the simmering heat she was feeling. It wasn’t until she magically slammed the book shut and stood up that she realized a foreleg had been tucked down between her hind legs. There was certainly something going on with her idle body that she didn’t quite get.

Being in heat would make sense yet it didn’t seem to be just that. Her best guess was the constant push away from such things due to her duty. It finally all had a chance to make itself known and she was left with doing her best to ignore it or give in. Ignoring didn’t seem to be working what with her eyes taking in such lewd spells and testing them.

Her hoof came up a little wet from her arousal as she gave it a sniff and glanced around. Nopony was around and Spike was just busy doing tasks around the castle. Even though she knew of a possible reason for her increased libido it didn’t explain why she felt her body warm and her mare bits tingle at the thought of her friends coming over.

Another light sniff to her own hoof that had been buried betwixt her hind legs and she shivered some. Was she getting turned on by her own scent? How hopeless was she? It was the evening of the sleepover and there she was touching herself surrounded by books.

“Gosh,” she muttered to herself and sighed.

There would still be time to get things ready if she took a moment to herself. It had been days or possibly a week or two since she first noticed the signs drawing up within her. She hadn’t once tried to work it out or anything other than just shove it aside. It felt as if she could only take so much of it before she might lose control.

It wouldn’t take long, would it? Her mind darted between doing the deed or trying to remain in a proper state of mind for her guests. A little alone time never hurt anypony.

Twilight licked her lips as she looked to the open door and hesitated. She really should close it but it might be harder to hear Spike’s running if she did. There was also a small part of the pony that was thinking of the thrill of him possibly stumbling upon her. Was she letting herself give in to more naughty thoughts and ideas? She had read about such things before like exhibitionism and the risk adding to the thrill of acts.

Instead of pondering on the subject too long, the lavender mare scooted herself back some and lowered her front end while her rear raised up. She couldn’t believe what she was about to do and the indecency of it all. Yet, it also seemed to stir her just right and beg for that touch.

One of her forelegs dipped under as she watched the open doorway and moved her hoof along her soft coat. The touch had her breathe out in a slow notion before she made contact with the moist region of her most intimate of areas. Her chin rested against the floor as her purple wings splayed out while she gasped softly.

“Yes~” she whispered to herself, letting the frog of her hoof roll over the spell afflicted mound.

Whether it was luck or just dumb timing, that increased sensitivity spell had managed to not fade just yet. Her hoof pressed at her body as she let out a cute grunt and wilted one ear. It was entirely what she felt that she needed.

Each little brush or push against her loins had the mare almost quivering in excitement. There she was, beginning to masturbate in the open room of her study with nowhere near to hide should somepony come along and spot her. Still, she did try to remain quiet to alleviate any possibility of being found. She felt so dirty.

An eye gave a partial lid as she moved her hoof to rub more at her tender nether region, trying to find just the perfect spot. That bottom lip was seeing plenty of action from her biting as well as she tried to keep silent during her needs. Oh, how it felt so amazing to give in!

Her hind legs stayed as steady as they could while she worked herself into a more heated mess than before. The motions of her foreleg and hoof had her almost shaking against the floor as she stared ahead and focused on getting herself off. She couldn’t remember the last time she had felt so good. Every little movement was stimulating.

Twilight’s breaths became a bit more rapid as she felt herself working steadily to the finish her body craved. Her constant winking made her moisten her hoof as she rubbed vigorously to the damp mound. Each time her touch moved across that swollen nub, the pony had to suck in a bit of air keep to from calling out.

Everything around her had started to blur. Her vision was hazy with the thick fog of lust rolling through her mind and clouding her thoughts. That point of no return was so very close. Her spell must have amplified the pleasure tenfold or more to have her reaching the self-gratification so quickly. She could almost count it down.

“Twilight!” Spike called from downstairs. “Rarity and Applejack are here!”

The alicorn whimpered as she slowed her motions before her mind finally picked up rationalized thought once again. She couldn’t finish herself off right then and there or else they might wonder what was going on. Her hoof stopped as she panted and tried to catch her breath before responding.

“Okay! Come on up to my room! I’ll be right with you!” Twilight yelled back before she whined to herself and pulled her hoof free.

The air in the study was thick with her aroused state. There would be no denying it should anypony walk by. Instead of sticking around, the purple pony staggered to stand upright and calm herself as best she could. Her wings gave a few flaps as she tried to thin the air in some manner but only managed to spread it to every corner of the room it didn’t inhabit already.

“Shoot,” she cursed and frowned. It wasn’t helping that she didn’t get to reach her mark either.

Her head dipped to her body as she gave a few idle sniffs and furrowed her brow. She smelled like herself but obviously in a far more demeaning manner. At least she thought so. Any kind of perfume would arouse suspicion. Panic was setting in.

Twilight stayed still as her mind ran through a thousand different ideas until she settled on one. Might not be the best but she hardly had the time to keep thinking on it. A quick bit of focus and a bright flash then she was gone. Teleportation worked wonders.

The sudden jolt of spawning into darkness and tumbling over a few things had her regret the decision immediately but she still trudged on. Her horn lit up as she illuminated her closet and looked around frantically. Her friends would be in her room in seconds, so she had no time to spare.

Picking up a few articles of clothing, the alicorn tried to figure out what best to use before taking the largest item and tugging it on. It was a little cold out and perhaps a sweater would at least mask some of her scent that had worked into her coat, she hoped. Then came the next part she dreaded and vanished once again.

Appearing in the bathroom, Twilight quickly shut the door and latched it with her magic as she turned on the water in the sink. Her hooves went under the cold tap as she gasped and shivered from the icy touch before resuming and washing the aroma off. The soap was oddly enough lavender scented though the joke was lost on her as she scrubbed away and levitated a towelette from the lower cabinet.

Soaking up the sudsy water with the cloth, her magic held her tail up high as she carefully rubbed down her loins in an attempt to keep from smelling like a mare in heat everywhere. The cold cloth had her gritting her teeth but it did help quell the desires trying to rise once more. It wasn’t going to be a thorough clean but enough to get the main scent off if she could.

She was surprised just how wet she had been from the brief slip into her pleasures. Perhaps that one spell was a tad too much. Her swift cleaning helped but not entirely. It at least had her feel more at ease and a bit cleaner in general. A proper shower or bath later would take care of the rest.

Drying off the areas, the alicorn looked herself over in the mirror before nodding. She looked a little odd having a turtleneck, hardly wearing them in the first place, but that didn’t matter to her. So long as her dirty deed was kept secret then she might be able to go through with the sleepover without hassle. Besides, maybe it would get colder through the night.

Her magic took the wet cloth and tossed it into a nearby hamper as she stared at the door and took a deep breath to boost her confidence. Unlatching the door and stepping out, Twilight lightly trotted her way to her room. She was certain they were there and waiting already so taking any longer would have been rude anyway.

Every step had her a little more worried the closer she got to her bedroom. If they could tell what she had been doing it would be so humiliating to her. There wouldn’t be a way to live it down even if she knew they wouldn’t tell anypony. Just the idea made the sweater feel like a furnace around her body.

Once she got within earshot of her doorway, Twilight could hear the two talking softly about various things. The colder nights, plenty of comforting foods, even little bits of gossip sprinkled here and there. Hearing normal topics did help ease the pony into a more comfortable state before finally rounding the door frame and smiling brightly.

“Hi, girls!” Twilight beamed and walked inside.

“Hey there, Twi! Thanks for the invite n’ all!” Applejack greeted as she sat with merely a hat upon her head. Not her usual family hat but a more weather suited one with wool flaps on the sides.

“Good evening, Twilight,” Rarity said cordially as she smiled softly. The purple and white scarf wrapped around her neck was probably three times as long as the pony wearing it but she made it work.

“I see it’s uh, pretty cold tonight,” the purple mare said as she sat down before them and tried sparking up conversation.

“It sure is. Ain’t nothin’ wrong with a few cold winds so long as they aren’t going up yer-” Applejack started before Rarity cried out her name.

“How crude,” the white unicorn stated but eventually smiled and joined in the laughter the other two had started.

It all seemed rather normal. Twilight noticed they had brought a piece of luggage each though possibly for comfy sleepwear. At least she didn’t feel out of place wearing such a sweater when Rarity and Applejack hadn’t taken off their articles either.

The night would start slow, as usual, but then pick up when they least expect it. That’s what always happens. The alicorn was ready for letting her mane down entirely and just relaxing with her friends for the night. Plans were to tell stories, try out some tricks or spells, eat whatever they fancied without worrying about any kind of effects, then maybe pass out once they got tired enough.

It would be a perfectly normal sleepover…

•••••

The time that went by was mostly unknown by Twilight. Her attention had thankfully been shifted from the anxiety of her scent to the fun talks with the others. The evening had seemingly swapped to nightfall without a single warning. Candles and lanterns were lit as the three laughed over jokes or told of many little tales they could recall.

It all seemed to be going rather swimmingly, for the most part. Nothing presented itself out of the ordinary and the alicorn felt she could wash herself off soon enough. Everything nearly felt as if it were setting in place until she fell silent.

The problem was the stirrings from before had trouble being quieted the more she began to let her mind wander. Whenever Rarity and Applejack managed to bring up a topic that Twilight had less input on, her body began to shift as she remembered just how good her hoof was before they had arrived. Was the night bringing out her attraction for such things?

Silly as it sounded, some of it did make sense to her. She knew ponies would be getting ready to sleep or perhaps just quieting down to not disturb others. Maybe the knowledge also set in line the thought of having time to herself. Of course, having her friends over did leave that to be something of an issue.

“You okay?” Applejack asked, her eyes studying her friend.

Twilight froze as she looked back into the emerald eyes before nodding silently and forcing a smile. She had gotten a little too into her thoughts and managed to wiggle her hips as she sat. The notion had pressed her mare bits along the floor as she nearly tried to start teasing herself right there.

“I’m okay!” Twilight spoke up and let out a nervous laugh. “Just, you know, excited we finally got a chance to be together tonight!”

Rarity and Applejack gave each other a look. If the purple pony didn’t know any better, it almost appeared as if they had a hint of what was going on. The thought mortified Twilight as she felt her ears give a small wilt.

“As am I,” Rarity finally mentioned and gave a caring smile.

The beating of that alicorn heart was probably faster than it had ever been. She was thankful the seamstress broke up the awkward tension into a more natural progression, but it still left Twilight nearly shaking. She would have been humiliated if they knew of her magically enhanced heat. It seemed it wasn’t just a stimulation spell but also added to her own natural desires.

Any kind of calculation on how long the spell were to last seemed too distant to matter. It was thought to be only a small while, but it picked up each time she was getting aroused in some manner. Whatever the case, she wouldn’t have a viable test to work out until they left.

“Twilight?” her diamond marked friend asked. “Did you happen to have any games or anything to help pass more time?”

“Huh? Games?” the lavender pony stated, completely disconnected from conversation. “Oh! Oh, yes! Games! I h-have a few things I was looking into!”

The odd stutter and hint of reluctance was clear, but she didn’t want to give them time to think on it. Her magic pulled out a set of books from under her bed as she opened one or two and tried to find a small trick or game they could all enjoy. In her haste, she seemed to have forgotten what else was in the stack.

They weren’t the same books from the study but most had similar ideas throughout them. Little fireworks or guessing games were the most common to crop up in the pages. Since she was so lost in trying to take attention off herself, Twilight never noticed one of the bottom books slipping free and floating towards Rarity.

“Okay, so,” Twilight began, hovering a book in front of her, “it seems that there are a few games to play-… What’s so funny?” The light giggles drew her attention.

It wasn’t out of the ordinary to have a small tease at the mare keeping her nose in a book but the hushed laughter almost sounded as if they were trying not to be heard. Twilight’s brow furrowed in confusion as she lowered her book to see both her friends leaning together as a very special piece of literature was hanging before them. Her eyes widened as she studied the stack of books and looked under her bed before that precious heart sank deep.

“Twilight~” Rarity cooed out and peeked from around the book. “I never knew you were into such things!”

“I’m so sorry!” Twilight apologized, her eyes unable to meet the sapphires that offered their comfort. “I didn’t know that was under there! Please, please don’t bring this up to any of the others!”

The profuse plea had the marshmallow colored pony raise her brows before she smiled and gave a light nod. Her magic lowered the book and closed it before tucking it under the stack as if she never saw it. It didn’t completely cover the embarrassment but it did help to know she cared.

“Twilight,” Rarity repeated, softer this time. “It’s okay, darling. I was merely teasing. There’s no shame in having certain needs or wanting to read up on specific… topics.”

“Darn tootin,’” Applejack stated as she smiled. “Shucks, I got to sneak around the house as it is unless I’m at Ra-”

“Applejack!” the unicorn snapped, looking quite stern.

There was a silence that fell over the group as Twilight made the slow connection before smiling a bit. She had always suspected it but never once wanted to make any sort of claim. Gossip ruined friendships and she had never told anypony her own thoughts. Still, finally getting a bit of confirmation helped her feel more at ease.

“We all got our own small secrets,” the alicorn said and finally looked at them directly. “I won’t tell anypony if you don’t want.”

A small glance between each other as they considered the offer before nodding. An agreement looked to be made as they all quieted down for a bit. Abruptly changing topic would feel awkward but staying on such a theme might not be welcomed. Twilight bit her lip in thought as she tried to come up with another idea.

“Well, we do trust you, Twilight,” Rarity finally mentioned as she got up and walked over. “I’d be lying if I said I hadn’t noticed your attention in my boutique the other day.”

Slowly, a blush formed across her purple muzzle. There wasn’t much to respond with but it was something that she wasn’t sure Rarity had noticed at first. When the unicorn came closer, there was a brief moment of panic considering the proximity between the two.

“Rarity…?” Twilight said quietly, not wanting to appear rude by just backing away.

“I know,” said the gentle unicorn, leaning ever closer and drawing in a breath. “We’ve been able to tell all evening.”

Twilight swallowed as she tried to brace for a chastising lecture but ended up without any words. Instead, Rarity’s face neared her own before their cheeks brushed together. It was a comforting nuzzle as she let her friend give the affection until backing up to look her in the eyes.

“What… I don’t understand,” the alicorn mentioned, though her heart melted at the tender nuzzling. “Why?”

“Why what?” Rarity asked in feigned ignorance before moving back a bit and sitting down. “We love you for who you are, Twilight. I know that certain urges or compulsions can occur. A mare does have her needs after all.”

“Mhm,” Applejack chimed in though kept from interrupting.

“We talked it over after you left the boutique,” the unicorn explained. “It wasn’t an easy topic but we eventually came to an agreement.”

“What do you mean?” Twilight asked, clearly a bit lost but feeling more at ease.

“When you came in, I noticed your interest in a certain design I had set up,” Rarity told her while giving a glance back to her bag she brought. “I could also pick up a certain scent, albeit a bit faint.”

“Oh no,” the purple pony stated, folding her ears back.

“Not to worry, darling. I never judge natural things as that. Besides, there has been a lull in activity lately,” Rarity noted with a nod.

“Not like we ain’t got time to spare now, right?” Applejack commented with a sincere smile. “Tell her the rest, Rare.”

“Yes, I’m getting to that,” the white pony remarked, sounding a tad annoyed. “The two of us talked it over for a day. We knew you weren’t seeing somepony so we thought the slumber party might be a good idea to help loosen you up. Of course, we would only do so with your consent.”

The statement seemed straightforward enough, yet it spun in Twilight’s head several times before it landed. Had they really just offered what she think they did? Was that something she could come to terms with? Doing so with her best friends?

“I reckon it’s a lot to take in and we don’t want ya to fret over it or nothin’,” the orange earth pony told her as she scooted closer. “Just that we knew you were in a little need and, well, what are friends for?”

“It probably won’t be a regular thing,” Rarity added and lifted a hoof under that purple chin before her, tilting Twilight’s face to her own. “That said, you’re the only pony we think we could allow this with.”

With the sudden reveal and such a suggestion, Twilight had no real idea how to react. Her mind was filled with so many questions as well as just wanting to thank them for being so sincere. As strange as the offer was, it did have the alicorn feel more at ease with herself.

“I don’t know,” the purple pony finally stated. “This is a lot to take in…”

“Of course,” Rarity agreed and leaned in to softly nudge her nose against her purple friend’s. “We won’t push you. The offer will stand for as long as we’re here.”

“Um, thank you,” Twilight said blushing while managing a smile and trying not to appear too bashful at the proposition.

While it was quite the thing to be invited into a threesome with her two close friends, it also left her wanting to ask more upon the subject. She would be heartbroken if she were the cause of something to drive a stake between them. What if they ended up disliking that they asked if she agreed? Would they still be friends if she managed to do it?

“Twilight~” Rarity spoke softly and tilted her head. “I can see the worry on your face. You needn’t be scared of anything. If you’re worried about us, we’ve already talked it over, as I said. If you just want some time to relax then perhaps we may talk of some other activities?”

“Yes,” the alicorn said quietly, smiling a bit and looking to the unattended stack of books before them.

“Well, Twi, what all ya got?” Applejack inquired, her hoof nudging a few books aside to read the covers. “Any fancy spells?”

“I-” Twilight began before biting her lip. “There are some I’ve read up on.”

“Do tell,” Rarity encouraged and sat back, smiling cheerfully.

The few spells that the winged unicorn deemed more safe and appropriate were obviously something of a bore yet it did help her relax with her friends being interested in them. Applejack had even asked her to repeat a fishbowl style room recreation spell. Getting the topic off of the moods of her body let Twilight relax easier. It was a nice way of letting her handle the topic herself.

Barely half an hour seemed to pass before her reading on a spell had the poor pony struggling to sit still. She wanted to take care of herself but not brush off her friends. It still seemed like quite the task to even contemplate spending a more intimate night with them even if it made her blush. Even though she knew they were allowing her to come to her own decision, Twilight could tell they all wanted an answer. Even her.

Her magic shuffled the books around as she tried figuring out what to try next. It felt like all other pieces of literature just didn’t interest her as much as a certain one. Seeing the corner poking out from beneath the pile had drawn her eye several times over.

A glance to both mares showed them patiently waiting for whatever else she had planned next. Neither of them looked to hurry her and appeared perfectly content with her pace. Twilight let her eyes drift down to her books once more. Why not? They already knew.

Carefully, the mare magically pulled the lewd book free from the pile as she held it before her. Rarity looked a little giddy as she smiled while Applejack had the expression of a mare who knew it was bound to show up. Twilight giggled nervously to herself as she carefully laid the book down before them all and slowly opened it.

“I-I like a few of these,” the alicorn said, trying to steady herself as she showed off her book of lewd works.

“Oh, show us which ones!” Rarity said a bit excitedly as she leaned in and watched the pages flip.

Applejack stayed silent though her eyes were obviously glued to the naughty illustrations being presented to her. Ponies in very compromising positions were shown off. Some being bound and presenting or merely showing off themselves littered the pages.

“Here’s one,” Twilight stated and stopped on a page that detailed a mare donning various veils and lounging along a good dozen pillows.

“What do you like about it?” the earth pony finally spoke up. Her blonde tail was swishing along as she stared over the picture.

“W-well, it looks… nice,” answered the lavender pony, trying to keep from having her cheeks get too red.

“Very lovely looking. The veils add to her allure, don’t they?” Rarity commented, almost quietly.

It felt as if they were all in on some dirty secret only they were privy to. The feeling did make the alicorn’s heart pick up a little as she nodded and tried to calm herself. She had no idea what urged her to make such a move and show her hidden book off openly to her friends but it made her feel something. She felt good.

Not even Spike knew of the book itself. She had taken special measures to not let him be sneaking around her room nor organize anything she hadn’t stated for him to. One of the benefits of having things nice and neat left little error of the dragon trying to hunt for it and stumble across other things. In all honesty, it really was a secret just between friends.

“I like her mane,” Applejack said in a hushed tone. They almost seemed to understand that Spike was still within the castle and wanted to keep the fun confined to the room.

“It is very pretty,” Twilight said and flipped a few more pages. “This one’s also nice.”

The next image was a mare bending under a Hearth’s Warming tree with a festive outfit on. Her tail was raised as she was pulling out a present from below the tree with her muzzle. The skirt of the outfit revealed her hindquarters very easily in an almost promiscuous way.

Twilight had seen mares and stallions day in and day out. Yet, somehow seeing them actually presenting in a way that focused on their intimate areas or trying to draw in the eye in a manner more seductive garnered quite the attention for her. Perhaps the clothing helped with it by having them dressed yet purposely revealed.

It was a conundrum that the alicorn couldn’t really understand fully though she was somewhat okay with the fact. Beautiful ponies wearing silks, lingerie, adorable outfits and more just seemed so fun to look at. With them showing off it brought the focal point to new areas and clearly ignited some flames deep within.

“Darling?” Rarity asked before looking up. “Are you… into mares?”

The question was one Twilight had never really thought of herself. The idea of looking at other mares in her naughty book never seemed to feel as though she liked one or the other but it never mattered to her either. She sometimes had pictured herself as them though not every time. Something always brought her back to sift along the pages again and again. Her eyes scoured the lewd image before them all as she searched for an answer before raising her gaze again.

“I think… maybe?” she finally spoke and smiled a bit. “Just never really occurred to me.”

“Well, you like what you like!” the orange country pony said with a grin. “Don’t let nopony else tell you right or wrong!”

“I guess both seem nice,” Twilight mentioned and giggled softly.

The room had quite the audible snickers for a moment before it quieted down. Rarity and Applejack seemed far more understanding over it than usual. It almost came off easier to Twilight to just be true about her feelings around them.

“This one’s very beautiful!” Rarity exclaimed as her hoof tapped a page when they started flipping, stopping the turns.

Her image in question was one of a mare bound by various ribbons and covering herself just barely. The ribbons coiled around the body of the pony and around their dock to dangle in front of their nether region. It was such a teasing picture and one that left a bit to the imagination. Something Twilight quite enjoyed herself.

“Yeah, I alm- Um…,” the alicorn began before stopping herself and looking up.

“What is it?” the unicorn asked and scooted a little closer. “You can tell us.”

“I, uh, almost want to… see under the ribbon,” Twilight answered and felt her face flush entirely. Her ears were so warm and she found herself squirming in place.

“Mm, I do agree~” Rarity stated while looking over the image more.

“She sure does flaunt it, huh?” Applejack asked rhetorically as her own lower body began to squirm as she sat.

It was clear that the room was getting a little heated the longer they looked. As Twilight turned the pages she began thinking it wasn’t necessarily the room itself but the combined heat rising within them all. The sweater probably didn’t help either.

A small grunt sounded out from the alicorn as she shifted and pressed against the floor. When both her friends looked up, she was trying hard not to meet their eyes. The rosy tiny in her cheeks was evidence enough while she felt her loins demanding attention. It would be so bad to just give in right in front of them. Even with the invite moments ago it still felt like something she wasn’t sure about.

“Feeling well?” the unicorn asked, her curled and purple mane swaying as she tilted her head curiously.

“Uh,” Twilight breathed out, not sure what to say.

“I’m sure she could feel a lot better,” Applejack commented with a tease.

Even though it was highly embarrassing, Twilight laughed with them but stayed mostly quiet. It was such a new idea. How would she even tell them that she wanted to get rid of her need? Being blunt sounded too forward but if she were to beat around the bush then they might not understand.

“I… could,” the purple pony answered while keeping her eyes down.

Twilight’s wings splayed from the back of her sweater as she felt her hind legs press together. She couldn’t believe she just admitted to wanting to pleasure herself to them. There was also something else the mare was feeling. Something deeper that made her enjoy having said her feelings.

“I ain’t gonna mind,” the earth pony said and smiled. “This is your sleepover, sugarcube.”

“Indeed. Perhaps you wouldn’t mind us joining in, if you think you’d be comfortable with such a thing,” Rarity agreed as she turned a page herself and nibbled on her lip.

Twilight could feel her heart picking up pace rapidly. While she had seen them in the buff constantly it was never in a sexual manner. She hadn’t tried looking explicitly at certain areas on their bodies either. The night was coming to change her views very quickly. Such an unexpected turn of how she thought the winter sleepover would be.

Her hoof lifted as she stared at the pictures and drew closer to her body. Was she really about to do such a thing? The breathing coming from her was a bit quicker as she tried to casually make way for her hoof to find herself without drawing attention. It was clumsy and clear as day which only worsened her idea on doing it.

“Look at her,” Applejack mentioned, leaning towards the book more.

“Oh, what a gorgeous one,” Rarity said, keeping her eyes down and staying on the pages.

It took a minute to process what was going on but Twilight figured it out quick enough. Her two friends were averting their eyes to allow her to do the deed without the focus being on it. Of course, it was all up to her if she dared to do so in the first place but having them care about how she felt did make her have a brave moment.

Twilight’s hoof finally slipped towards her loins as she lifted her flanks. It would just be a little touch. Something to gauge if they really were okay with the act. If they showed disapproval that countered their words then she could at least try to play it off as a small itch.

One final glance to both of the mares before her and the alicorn gave in. Her hoof worked between her hind legs as she lightly touched the tender area. Even such a simple caress had her inhale sharply before holding her breath and rubbing along the needy slit. Each pass of her hoof made her feel so much better and crave it even more than she had earlier.

The lavender pony couldn’t believe what she was doing right in front of her friends. While they weren’t watching she was certain they knew. Every press against her mound had her moisten more while she worked her body to get those urges out. The feeling was intense and she hadn’t even tried toying with her swollen clit either.

Wet with arousal, the mare leaned forward slightly to give her foreleg more room. Temperatures rose as did the heat within Twilight. Her hoof began a steady rhythm as she started masturbating openly. Nothing felt better than her pleasure right then. Just as before, her mind began to fog over while she worked her mare bits in just the right way, ignoring everything she could as her eyes glued to the pages.

It didn’t take long before she started to feel that rise within. Every second was precious to her and she knew it wouldn’t take too much to reach the point from earlier. Her ears folded back as she stared along the mare in the book, loving to see her exposed in such a provocative way. Then something else caught her eye.

While she didn’t mean to look, Twilight’s eyes lifted from the page to see Rarity laying on her side with a hoof buried between her own hind legs. The very quick motions made it clear what was going on as well as her light panting. It was almost enough to set off the alicorn right away before she looked back down.

Then her sight moved over. Applejack was leaning back with her hind legs spread out as a hoof was circling the crest of her own entrance between. Tiny moans were coming from the orange mare as she looked at the material before her and seemed happy to freely express herself in such a manner. Twilight was almost a bit jealous of her care-free needs before realizing she had nothing to hide from them.

It was true. The alicorn had little to be shy of at the juncture they were at. A small group of friends enjoying a mutual self-pleasure session sounded somewhat easier to accept for her. She wasn’t sure why but a part of it might be the fact that she was feeling a little turned on to see said friends in such a different light and behind closed doors.

Twilight tried bringing her focus to the lewd pictures once again but kept glancing up to watch the two before her. It was something she never knew she would like. The mental images along would fuel her alone times for quite a while. Goodness, she was wet!

A few more circles around her damp entrance and the purple mare decided it was time. Her hind legs lifted as she leaned forward onto the floor, now fully entranced by watching her friends touch themselves. Her own hoof teased her soft nub and teased it in just the right ways as her wings spread fully out, loving to indulge in herself so openly.

Her legs shook as she approached her desired release faster than anticipated. The mare’s chin rested fully along the floor as she simply watched Rarity and Applejack enjoying their own moment. Panting was becoming a bit louder as the three continued, making the room a bit stuffy with their scents. Twilight drew in a deep breath through her nose just to take advantage of the situation and pick up different air.

It was too much. The sensory overload from her whiff of arousal lingering heavy in the air along with the sights of her friends so lewdly pleasuring their bodies and her own sweet bliss from between her legs just hit all sorts of marks for her. Twilight panted quicker as she rubbed faster and noticed their eyes on her. Somehow, it didn’t make her shy away but instead gave her that final push.

Everything became a blur for the horny mare. Her hoof pressed lightly and rolled her pleasure button before she tensed up and tried stifling a moan. The squeaky groan she let out seemed to signal to the others what was happening as they both worked themselves faster to meet her at the finish.

The intense orgasm washed over her body as she shuddered and felt a hind leg lift. The leg shook as she watched them hit their own climaxes and moan out as well. Warmth flooded her body from the waist, coating her hoof in the leaking lust as all three mares came together.

With the high of their release still fresh, Twilight tried her best to regain a bit of her motor abilities but failed. Her panting and coping body struggled to upright herself as she felt the embarrassment starting to sink in. She had actually done it. Somehow, she had touched herself right in front of both her friends yet they didn’t seem to be at all bothered by it.

“W-wow,” Applejack stated, panting hard and wiping her brow with a foreleg. “That was pretty fun, eh, Twi?”

Twilight could feel the blush on her face but smiled. Her hind legs collapsed as she laid along the floor to recuperate for a moment. It honestly had been fun for her, just that she wasn’t sure what to say about it. They had all participated in the activity so it wasn’t as if any of them had anything more to hide.

“Need some help, dear?” Rarity asked, leaning over to the alicorn and smiling sweetly. “Just take it easy. Applejack, let us go get Twilight a fresh towel.”

“Both of us for a towel?” Applejack questioned with a confused look. “I don’t thi-Ow!”

Rarity seemed to have none of the talk as her magic pulled the earth pony’s ear. Before they moved away, the unicorn leaned down and gave Twilight a kiss to her cheek then tugged her mare along and out of the room. The two bags they brought along floated out with them and left the alicorn time to think things over.

So many thoughts ran through the panting purple pony’s mind. How close of friends were they now? Had they always been so close just never engaged in such things? Would they think differently of her suddenly?

All the worries were there but so were the pleasant thoughts. She was happy to finally give in and do something on a whim. The natural urges obviously helped sway the decision, but it was an experience she enjoyed. Even if things wouldn’t happen again, Twilight was happy to have been a part of the fun.

After a few moments had passed, Twilight eventually got the strength to stand and flapped her wings to hopefully disperse a little of the thick air. She could still feel the tingling below and smiled to herself. It was odd to feel proud of something so naughty but she took it to heart with how they never forced her. The memory would last a long time for sure.

Hearing the voices of the returning mares, the alicorn looked around at the books and started to try and tidy up the area some. The indecent pictures caught her eye more than a couple times as she left it where it lay. At least she could think a little more clearly.

The sudden flop of a towel onto her head made the purple pony give a yelp before giggling. Twilight didn’t need to be told what it was for as she used her magic to pull it off and looked down to wipe herself off. The floor also needed a bit of cleaning which she took care of as well. It would be terrible to have Spike notice such a thing.

Twilight perked her ears up at some light giggles before smirking. They must be having a tease at her being so worked up that she needed to wipe the floor down. Her eyes rolled as she finished up with a smile before turning to her friends and freezing in place.

Rarity and Applejack hadn’t gone to just grab a towel. Both of them wore some of the most enticing pieces of lingerie that Twilight had ever seen. She didn’t know where to begin on picking out details but they seemed so familiar. The lingerie was woven and stitched so perfectly while also hugging against their frames in a manner that had the alicorn roaming their bodies with her eyes.

It was the same kind she saw in the boutique. Rarity’s ensemble consisted of a lacy garter belt that held up the stockings on her hind legs. The panties had a silky look to them, possibly satin. As black as they were, they held the details better than one would think.

Applejack’s getup was mostly the same, minus a detail. Instead of satin there were more sheer aspects to her wardrobe. The red color complimented her figure quite well. Twilight could only guess how much she had to stand there for Rarity to get the right measurements.

“What do you think?” Rarity asked as she strutted forward and posed herself.

“Wow! You look amazing,” Twilight uttered, a bit lost for words. “But, what’s all this for?”

“Ain’t it clear?” Applejack asked as she moved up and smiled. “It was Rarity’s call on the fancy clothes but we wanted to show it off for ya.”

Twilight was a bit confused as to why exactly Rarity would want to show off such lovely attire. She hadn’t mentioned such a thing to her so it was oddly specific to have that before her. Then her mind brought up the boutique again. Rarity must have noticed while the alicorn was distracted with the ponyquin.

“O-oh!” said the lavender colored pony. Her eyes had a hard time looking up from the lovely works to the faces of her friends.

“We won’t force you to take part should you not wish, Twilight, dear,” Rarity said as she nodded and carefully sat. “I just couldn’t help myself in at least letting you see the set on a real pony~”

There wasn’t much else for Twilight to say. She didn’t know where to take the conversation and it would just be awkward if she ignored it all. Then again, it wasn’t as if she disliked them wearing the clothes around her.

“Let me get the door, just in case,” the orange mare mentioned as she walked over and nudged it shut.

Twilight’s eyes took in the plump flanks of her friend a bit easier due to the emphasis on them. While the lingerie did cover that backside and more, Applejack’s flanks and supple plot had definitely been the focal point of the outfit. Even the panties rode up on her a bit to help make her rear more revealing. How odd it was to see clothing doing more to accentuate parts of a mare than if she were bare.

“She does wear it well, doesn’t she?” Rarity whispered with a coy smile. “Applejack, mind standing still for Twilight?”

Being given quite the eyeful, Twilight couldn’t help but stare. Her desires were constantly bubbling within and urged her to get a closer look. Each detail had the mare going over them more than once as she studied her friend’s backside and grew increasingly more attracted. The freckles lightly sprinkled along her rump didn’t help. That darn spell was still in effect on her and working with her heat to keep her in a state of constant lust.

“Go on, sugarcube,” Applejack said with a small chuckle and shook her rear playfully.

The way the apple pony’s cheeks gave such a jiggle made the alicorn swallow down her nervousness and step closer. They were certainly very open about including Twilight into their fun. At least it was an honest proposition. Never in her life had the purple mare thought something of this magnitude would happen to her.

“H-hold on,” Twilight said lightly and concentrated to focus her magic.

With the alicorn’s horn lighting up, a quick burst of that magenta magic exploded forth. The bubble that expanded encompassed the room before fading out. It was a spell she figured might help them all and keep any possible prying earfins away from listening that might still be roaming the halls.

“A sound dampening spell? My, that is clever,” Rarity commented as she looked around. “Hopefully our fun earlier didn’t arouse suspicion.”

The three of them laughed a bit more easily. At least Twilight could make up some excuse for any noises heard prior to Spike. Now they had plenty of time and privacy. Applejack even took to hitting the latch and locking the door for just a bit extra insurance. They were incredibly lucky he hadn’t checked in on them before.

Not knowing where to begin or where to take things, the alicorn stood where she was. Applejack seemed keen on showing off a little as her tail hiked up and to the side for Twilight to get a proper view. It was incredibly hard for the purple pony not to instantly stare but it did appear that was exactly what the country mare wanted.

“Don’t be scared, I don’t bite,” Applejack said with a snicker. “Unless ya want me to.”

A glance to Rarity showed the marshmallow colored pony blushing furiously beneath her coat. Biting must have been something she enjoyed. There had to be a ton more as well but unless stated or experimented with Twilight wouldn’t know.

Stepping closer, the lavender pony eyed her blonde friend up more and looked over the straps holding the stockings up. The lingerie itself almost appeared just a tad smaller than fitting but it certainly drew out the lovely pony beneath. Light presses of the fabric into that body made it look rather soft and plump.

Twilight took a deep breath and took a few more steps closer before looking directly between those hind legs. The panties had a sheer quality to them and left honest Applejack’s vulva rather visible beneath. It was almost like a veil which had the alicorn thinking back to her naughty pictures and that feeling brewing more within her.

“See something you like?” Rarity chimed in and smiled, saddling up next to Twilight. “I thought she looked divine in something to counter her more rugged nature.”

“Rugged? It’s just hard work,” Applejack replied before parting her hind legs some. “I’m still a mare.”

The two certainly had moments of light bickering, it appeared. It was honestly a bit cute to Twilight to witness them acting rather normal with each other despite the situation. Whether it was due to knowing their secret or maybe just the feeling of being comfortable around them she knew not. Everything for the night so far had been something else for sure.

Raising a hoof, Twilight found herself drawing closer to her presenting friend before stopping. As much as they had clarified it was all okay between them, the situation was still foreign to her. She had never even done a session from earlier with the likes of anypony else around.

“Relax, darling,” Rarity cooed as her magic took that frozen, purple hoof and gently moved it forward.

It was strange but so endearing to have the unicorn help Twilight touch their lover. The feeling of those soft, freckled flanks was something else. Applejack seemed to enjoy the attention quite well as she glanced back and smiled before inching her rear this way and that depending on where that hoof was. The alicorn could hardly believe her friends were so gentle with introducing her to such things.

In time, Twilight began moving her hoof on her own. The tender frog of said hoof would take in every small bump, hair or line of fabric as she caressed that round bottom more and more. The wings on her own back were spread out in her rising need while she fondled the country mare’s backside, slowly bringing up her other foreleg as she sat behind that glorious rump. Her violet eyes continuously sneaked glances at the visible sex of the mare.

Her hooves circled around and applied light pressure before easing up, just to enjoy the softness and watch those globes squish together. It amused her but very clearly aroused her. A couple of gentle presses outwards spread Applejack’s cheeks apart to take in the panties riding up between them.

The orange mare shivered a bit and giggled. Her backside shook with the motion and it made Twilight appreciate her view even more. How she had never seen nor thought of her friend in such a manner almost seemed bewildering but she didn’t mind. They were wonderful ponies to have around and the opportunity only just arrived for her.

“Careful, girl,” Applejack said as she knelt down on her forelegs. “That breath o’ yers ain’t just a breeze through a field.”

The comment caused the alicorn to stop everything as she tried to process the meaning. It didn’t make much sense until she noticed how close she was and how heavy her breaths had become. The breathing must have teased against her and caught her off guard.

“Sorry,” Twilight whispered with a smile.

“Well, I didn’t say I didn’t like it,” the country pony hinted at then grinned. “Them there panties are working a bit too much on me. Ya mind, sugarcube?”

“Are you sure?” the purple pony asked and looked between the two.

“Mhm,” Rarity merely said with a nod.

“Right as rain,” Applejack replied and gave a wink before wiggling her flanks again.

Oh, Celestia, how those light jiggles were nearly hypnotic. Twilight raised her hooves, shaky at first but determined, and let them rest at those presenting hips. It was just an article of clothing. Yet, somehow being the one to undress the mare had her heart thumping away as if she were about to reveal something she hadn’t seen before.

Even though she could see the winking needs of her friend through the sheer cloth it still had an erotic feel as she took the hem of the panties in her hooves and slowly pulled. Inch after inch, the band slipped from the orange coat and down Applejack’s supple cheeks. The rare freckles along her rear decorated her body in ways clothing just couldn’t compare. Possibly why her outfit was devoid of satin and more of a see-through piece.

Every small tug against the undergarments had Twilight’s heart racing. She could hardly believe that she was undressing her own friend just to get a better look at her. So many times there was a clear view or more but only now did it actually mean something. A more private moment between friends.

Twilight slipped the fabric down more until both of the juicy apple marked cheeks spilled over. During her attempt at getting the piece off, the alicorn had felt Rarity move in closer from behind. It was a tender closeness and one that felt welcoming. The soothing hooves between her wings had her pause momentarily as she enjoyed the rubs before continuing onward.

“If you wish me to stop or halt myself, just say so,” Rarity said while lightly pressing her hooves against the sweat and giving a very sweet massage.

“It’s okay,” Twilight acknowledged while staring forward at the presenting derriere of Applejack.

Taking a slow and steady breath, the purple mare pulled the sides of the panties down. The elastic hem rolled and folded over itself as she slipped the sheer garment lower. More and more it felt like Twilight was unwrapping some kind of extremely naughty gift as her little heart pounded in earnest against her chest. She was excited.

The delicate hooves massaging along her back helped her keep from being too panicked. She could feel her ears burning with embarrassment but also the inner needs fueling her actions. Rarity’s motions continued as Twilight gave one more tug to the panties before they finally stopped to rest.

There stood Applejack. Her freckled bottom right in front of Twilight and outlined by the garter belt around her orange waist. The stockings added a small bit more as the panties stayed down around her strong hind legs, resting just at her hocks. The winking treasure that had been uncovered fully glistened in the wondrous moment.

“You can… look all ya like, Twi,” the orange pony stated then shivered a bit. “Or more, if ya want~”

“Do you want to do more?” Rarity whispered into her burning, lavender ears.

As much as she knew they were only going as far as she wished, Twilight knew they wanted to go much further. In fact, she wanted it as well. It wasn’t like there would be another chance at such a moment. The only issue was getting around her nervous nature to initiate anything.

“I… I do,” Twilight answered, her breath heavy and tickling the mare before her along her heated loins.

“Just do what feels natural,” the diamond marked pony stated and planted a few tender kisses along that purple nape. “If you ever wish us to stop then all you have to do is say so.”

The kisses did more than just relax the alicorn. Her wings were having a hard enough time staying down but the sensation of those lips sent amazing chills along her back. So much so that her purple coat stood on end for a moment. She hadn’t received such affection before.

“Nopony… will…?” the studious lavender mare uttered.

“Not a soul~” Rarity assured her and pressed her body against Twilight’s back. “All of this stays between us, dear. I promise.”

Things only stayed battling inside the precious head of the alicorn. Feelings of lust, desire, comfort and so many others swirled around, conflicting her thoughts. Was it possible she was just taking advantage of them for offering such a thing? It didn’t feel like it but the idea did worry her somewhat.

Gentle presses between her wings had her gasp softly. It was a tender spot but one that was handled so sweetly in the hooves of her friend. The fashionista kept her light touches along the area while looking over the alicorn’s lavender wings to watch what might come of her actions.

Slowly, Twilight leaned forward, her breath brushing along the exposed genitals of the country mare before her. Applejack gave another visible shiver, clearly liking the teasing attention to her body as she patiently awaited anything the purple pony decided to do. It was as if Twilight were on the edge of a cliff, afraid to take a leap of faith and give in but only for a moment.

Carefully and as gently as possible, the lavender mare moved her muzzle forward and little under those round flanks. Each pant got a visible reaction from Applejack, giving a few winks in return. If Twilight were on some metaphorical cliff then she knew the stakes. It only took a brief moment before she finally chose an action. Twilight took her leap of faith.

Her snout picked up the scent of her friend far easier the closer she was. Slowly, she placed her lips against the swollen button hanging below. As the country mare gasped in pleasure, Twilight tasted the pure arousal of the hard working mare in all its glory. Every bit of it was so new and different but also exciting and arousing. Her lips circled around the sensitive nub of flesh before lightly applying just a bit of pressure.

Applejack tilted her head up with her teeth clenched tight. Her eyes were unfocused and her ears pinned back in the immense pleasure being delivered to that one point. Every roll of Twilight’s lips sent the mare shuddering and groaning a little. The sight was something to behold for sure as one didn’t always see such a tough farm pony melt at the simplest touches.

Twilight’s lips continued to massage the sweet spot, knowing just how good it felt herself to have it tended to so well. As she kept up her work, Rarity’s forelegs slipped around the purple mare from behind, holding her close and caressing up and down her body. It was a very intimate touch but one that she welcomed wholly unto her.

Deep and tender moans escaped from the freckled pony’s muzzle. Her emerald eyes could hardly stay open. Twilight’s oral treatment was one not to be taken lightly. Every moment her lips left the area then her tongue would come in to sweep and dig around the highly needy pleasure button. She had never done such a thing prior, yet going with what she would enjoy seemed to work quite well.

Rarity’s hooves moved to lift some of the sweater along the purple pony’s body, just under her chest. The intimate rubs were getting more into the moment as she watched with rapt attention the entire scene play out. Her own hips were pressing into the back of Twilight, mainly along her plot as her silky tail gave a lift right against the unicorn’s own loins.

Hearing moans from both behind and in front of her, the alicorn felt she had achieved a proper reaction. Her tongue slipped over the throbbing clit of her country friend as it trailed up and into the puffy entrance. The taste was something she still couldn’t quite describe but she enjoyed it. If she could say so, she enjoyed the whole moment immensely. Perhaps the wetness to her own unguarded loins would attest to that fact.

Twilight’s hooves found rest along the plump backside of her friend as her muzzle dipped in farther. The soft and wet tongue worked carefully into the moist entrance of the moaning farm pony’s love tunnel. Each lap against her walls has Applejack squirming in her need, clearly loving the work being done on her. The smell was intoxicating, flooding poor Twilight’s mind with such vulgar thoughts but being so pleasant to endure.

The feeling of Rarity working her hooves along the tender frame of the alicorn weren’t unnoticed by any means. Every contour and shape was slowly examined by the seamstress as she caressed her purple coated friend carefully. Twilight never pushed away as the gentle hooves teased areas lightly and lowered down to test how much she would allow.

Every second that passed was like a new experience. A moment in time that seemed so comforting to her. The alicorn never moved away from the touching and kept her snout buried in the wet lap of her friend. Her tongue flicked at the tantalizing bud, cleaning it of the slick lust and coating it in her own saliva.

All three of them were fully into the act. Rarity never once stopped her roaming feels, eventually moving her forelegs down to let herself touch at the aching need between Twilight’s hind legs. It was incredible to have another pony touch her there and one that surprised her plenty. The wetness from her horny nature coated the hoof generously upon the first press.

Applejack moaned louder as her lavender friend continued to eat her out. It was a new thrill that got her turned on more than usual. The tongue that worked against her body and slipped into her felt amazing. Rarity had a certain charm to her own techniques but Twilight’s was something of a more carnal need going to work. Oh, how she was drawing close to the edge from it all.

Even through all the excitement going on, the lovely lavender pony could still feel her heat being affected by the spell. The presses and rubs to her loins were enough to drive her up the wall in a frenzy. The panting into the heated crotch of the country mare had her letting out small sighs of pleasure and attempted phrases that only resulted in slurred mumbles. There wasn’t any stopping the action happening and none of them wanted it to end.

More tongue lashings and sweet suckles to the pronounced clit drew out more moans. A hind leg lifted and gave a light shake, signaling the approaching climax of the pony. Instead of lessening the work, Twilight simply redoubled her efforts.

A good lick over the highly sensitive nub while getting her tongue to slip around it appeared to be doing the trick. She’d be a fool for ignoring the work on her own tender bits as well. As she continued her eager tasting, no longer timid in approach, her own body reacted to the rubs against her magically stimulated clit. It was crazy how turned on she still was, even after the orgasm moments ago.

The closer that Applejack got to her release it seemed Twilight was feeling her own fast approaching. A moan into the muff of the pony bent over for the alicorn sent the country mare tensing up somewhat quick. Vibrations flooded and pleased all the right spots as the freckled pony felt her breath coming faster. There was no stopping the orange mare from meeting that lusty end.

Twilight’s moans and grunts continued as Rarity’s hooves massaged to those precious loins in such a dainty, yet expertly, manner. It was enough to keep a prolonged tease without being frustrated. The marshmallow colored mare grounded herself against the alicorn’s back eagerly, loving to be so very close to her dear friend.

“That’s it, Twilight,” Rarity said as she watched eagerly. “You’re doing wonderful!”

Feeling that breath against her neck had Twilight shivering as she let her lips meet the wet mare before her. It was almost like a messy make-out session but there was more going on. Her tongue slipped farther inside the warm entrance as she used her lower lip to rub against the winking pearl, determined to do her best. All was not in vain.

Applejack gasped out as her tail hiked up more. Her raised leg shook as she bit her lip and her eyes rolled back. There was no stopping it now. She was slipping over that perverted edge and nothing was going to hold her back.

“G-gosh!” the country mare stuttered as she finally hit her mark.

The walls giving a squeeze to Twilight’s tongue startled the mare as she pulled it free and licked at the prominent bud below. A mild fear of being bucked by the strong legs of the pony before her did cross her mind but she stayed where she was. Hearing the noises made from the mare was rather enjoyable along with the quick spritz against the snout so close to her body.

While the surprise of getting a light bath to her muzzle did make her stop, the alicorn was happy to have helped her achieve such a delightful peak of her needs. Rarity’s hooves had stopped their wandering and fondling of that lavender body but she still leaned close, grinding lightly to Twilight’s back. It was hard to explain in the studious pony’s own mind how good it made her feel to be a part of something so new and different with her friends, even if it might not be long term.

Moving back, Rarity finally stepped away and sat aside as Twilight scooted herself from the panting pony before her. The red lingerie donning the curved backside of the apple pony still looked more than enticing. Even the panties hanging low at her strong hocks had the allure of a mare almost asking for a breeding.

The only sounds heard for several minutes seemed to be that of Applejack just bent over and using the only strength she had left to keep her hind legs upright. Her panting was heavy and that freckled bottom gave only the slightest motions as she breathed. Once the blonde tail finally lowered, the country pony eventually lolled her head to a more comfortable position and closed her eyes.

Truth be told, it was a bit astounding to see Applejack pass out still in such a position. Twilight found herself more surprised than aroused for a bit as she studied how it was possible to give into the world of the sleep so easily. Her thoughts weren’t held long as a towel slowly obscured her view and gently began cleaning her muzzle.

“She gets a bit messy at times,” Rarity commented idly while being ever so careful not to rub too hard with the cloth. “At least your little snootle didn’t get too soaked~”

Twilight blushed and smiled as the towel left her face. It was a strange term but one she liked quite a bit. If her muzzle and snout were a ‘snootle’ then so be it. Rarity inspected her from a few angles before lightly touching up any other wet patches along the adorable face.

“Thank you,” Twilight said softly as she tilted her muzzle up and turned her face to allow herself to be dried off.

“Think nothing of it,” the unicorn mentioned and smiled kindly. “Don’t worry about Applejack. She tends to really wear herself out at times.”

“You sure you’re okay with… this?” asked the alicorn while she took the towel and attempted to wipe between her hind legs.

“Twilight,” Rarity state as she gave a calm look, “we’ve stated it before. If we didn’t talk it over and agree, we wouldn’t have been fine with it. You’re the one we were worried over.”

“Me?” inquired the lavender pony, finishing up but still finding herself unable to calm down below.

“We were worried about offending you or perhaps scaring you off, really,” explained the seamstress as she leaned in and gave a little peck to Twilight’s nose. “You have nothing to worry about~”

Recounting the times that it was stated to her, the studious mare at least felt better for making sure. Even if it was just adding one more time onto it. Nothing wrong with double or triple checking facts. It helped ease her mind at the very least.

“Um, is Applejack really going to be okay?” Twilight asked, giving a curious look at the displayed pony against the door.

“Oh, she’ll be fine,” Rarity assured her and waved a hoof at the orange pony casually. “She does that from time to time, usually when she’s just completely spent.”

The two gave a light giggle at the lewd display but quickly drew their focus back to one another. Twilight couldn’t stop eyeing the black satin and lace along the white pony. Such a wonderful contrast that only seemed even more lovely with how she sat and posed herself. She made it look so easy being so pretty.

There was a brief pause as the two seemed to look over each other. The studying of bodies was clear as day through the winter night. Twilight felt her body tingle lightly as she watched her friend shift and let the light of the lanterns and candles give a soft shimmer to the satin. A fat lot of good the towel did when she was getting wetter staring at the lovely unicorn.

“You’re really beautiful,” the alicorn stated, trying her hardest not to sound too weird about it.

“Why thank you, Twilight~” Rarity replied as she looked closer at Twilight. “Though, I do envy how adorable you always are. So cute and precious without even trying.”

“I am not,” said the purple pony though she was clearly loving the compliments as evident with her blush.

“Are too and don’t you deny it,” said the unicorn playfully as she saddled up close.

“Th-thank you,” the alicorn said as she smiled wider and looked away.

The compliments were kind and felt very sincere. It was something that Twilight hardly got but never minded. Now that she had received a few that she could tell were from the heart, it felt great. Those few statements meant the world to her and had her heart elated on so many levels.

Unfortunately, there was something that still bothered her. She hadn’t got herself off while pleasuring Applejack, though she did love receiving the touch of another pony to help her along. It was quite the experience; one she wouldn’t soon forget. Just that she still ached and that spell still had some lingering effects, if it had left at all.

“What’s the matter?” Rarity asked, tilting her head lightly.

“Oh, it’s nothing,” Twilight said as she tried to sit back and cover herself with her hooves.

“You can tell me, dear. Nothing to be ashamed of,” encouraged the white pony, resting a hoof to Twilight’s sweater-clad forelegs.

“It’s just that… the spell from earlier is still doing it’s thing, I think,” said the lavender mare, shifting a bit more in place.

“Hm? The sound barrier?” Rarity asked, confused of the meaning.

“No, no. Not that. It was, uh,” the alicorn said, looking away and nibbling on her bottom lip.

“Now, now. You can tell me,” came the comforting voice of her friend with a reassuring hoof to her leg.

“Before either of you stopped by, I had been looking through spells in the study,” began Twilight. “It was mostly simple stuff but I wanted to keep you both entertained.”

“And entertained we have been,” Rarity stated as they both gave a small giggle.

“Well, it was in a book with lots of other, uh, ‘strange’ spells. Like, you know… naughty ones…,” Twilight told her and felt her cheeks go a rosy red.

“Oh!” was the only reply, her friend listening intently.

“It had a touch-sensitivity spell that I thought was just a one time thing but it’s been lasting all the way up to now,” said Twilight. “I didn’t expect it to but it may have egged me on towards trying different things with you two tonight.”

The white colored pony sat in thought for a moment before she smiled. Her hoof gave the softest of pats to the alicorn’s foreleg before she moved in and placed her lips to that soft, purple cheek, still hinting at its embarrassment.

“As I said before, nothing to be ashamed of~” Rarity stated simply and nodded. “You say the spell was from a book of other such things? Did you happen to read any of the others?”

While the hint was clear, Twilight was unsure how to answer. She had read them but was Rarity asking for a demonstration or just to know? Most were stuff she didn’t even attempt to try with them not having any expiration timers or counter spells. There was one that caught her eye.

“I did,” said Twilight as she smiled a little with rosy cheeks. “A magic phallus spell that seemed n-neat.”

“Really?!” came the response as the unicorn’s eyes beamed brightly.

It seemed rather obvious what she was eager to see. Twilight hadn’t read much on the spell other than how to perform it. If she had no way to remove it willingly then it might cause an issue as bad as the current one she was in. Then again, it almost felt like an odd coincidence to have her own urges amplified at such a time.

“Y-yeah,” said the alicorn, as she gave a small fidget while seated. “I just don’t know the outcome too well…”

“Twilight,” Rarity said softly and looked her in the eyes, “if you don’t wish to perform it then I shan’t press you further. We can find other ways to spend the rest of the night.”

A moment passed as the two sat in silence while Twilight contemplated things. Weighing her options felt rather futile as they both left her unable to decide. If she did use the spell, they could probably continue for the night. If she didn’t they could at least talk about things, maybe even leading to more fun.

The issues were that if the spell had no active way to stop it then there would be problems she wouldn’t be ready to handle. Of course, if she didn’t use the spell and they couldn’t find something to talk about then it might end the night prematurely for them. As it stood, neither of them had much to say with how awkward the purple pony felt she made the atmosphere. Very well then.

“Just promise me something?” Twilight requested, folding her ears back some. “If this incantation ends up not leaving, could you help me find a way to disable it?”

“Oh, of course, dear! I wouldn’t dream of leaving you in such a predicament!” Rarity agreed, showing the concern on her face.

There was a brief pause as the heated lavender mare reflected on the spell she saw. Her eyes moved as if reading though no book was before her. It wasn’t long until she began to concentrate and hone her magic properly. The swirl of sparkling and colored magic from her horn changed the room’s hue drastically for a minute.

Glowing below, Twilight’s loins lit up as both ponies watched the event unfold. The magenta color bathed her crotch plenty before the sudden lift up from her tender clit. Each inch that grew into a phallic form had her a bit shocked. It didn’t end until a good portion had lifted and hardened into a more corporeal form.

While it wasn’t one made of flesh nor look exactly like a stallion’s own member, the magic girth did have some shape to it. Mostly, it consisted of just an elongated balloon with a slightly rounded tip. Perhaps more practice with it could wield the magic into the perfect look of one. As it stood, it was certainly recognizable despite the magenta glow it gave.

“Whoa,” Twilight muttered, unable to believe the makeshift shaft had come to be.

The room dimmed from the glow of the conjuring and went back to the warm atmosphere it once was. Both ponies stared at the stiffened glow stick from the alicorn’s lap before her purple hind legs tried to close some. It suddenly became apparent to her just how much focus was directed at her body below and where the shaft was lifting from.

“It looks quite stupendous,” Rarity said as she moved closer, unable to take her eyes off the thing. “Can I…?” she asked, motioning with a hoof.

“W-well… I guess? Just be gentle,” Twilight agreed, feeling her body having a very intense reaction from the newly donned equipment.

“You forget who you’re talking to~” said the diamond marked pony as she lowered a hoof and hovered it near the glowing appendage.

With how much attention it was getting from her friend, Twilight wasn’t sure how to properly react to the situation. Her body instinctively wanted to pull away yet her lust kept her seated. There was something peculiar about the new spell that she couldn’t really figure out. That was, until the hoof graced it.

An increase in such a foreign touch sent new sensations along her body. Try as she might, the poor alicorn couldn’t help but gasp out and tense up quickly. It wasn’t a real member of any sort but the magic was linked to her overly stimulated glans. The nub was being treated as a whole length from various areas on the magic wand.

“I-i-it’s very-” Twilight tried to say as her hips moved and so did the phallus.

Rarity took the opportunity and caressed the underside of her hoof along it in slow motions. Her tease had the purple pony shuddering quickly and leaning forward. The shape was crude but serviceable for the function it was needed to provide. It was actually quite amazing to her that she could feel it as if it were a physical object as well.

Twilight moaned and shivered, tilting her head back. Any kind of touch to it was sending her through heavy throes of pleasure. Sadly, it still seemed to be lacking enough to get her off entirely. If she kept the spell on then she might be bedridden for days with how crazy it made her feel below!

“Sorry, dear,” Rarity said in an apologetic manner while moving her hoof away. “I had no idea you could create such things!”

“Y-yeah,” the alicorn said, a bit too worked up to keep her voice from shaking.

“What do you… wish to do with it?” the riled up seamstress asked, nibbling her bottom lip as she stared.

“What?” Twilight asked dubiously, clearly having trouble thinking straight.

“I mean, would you like try a few things out with our new friend here?” Rarity questioned and sat back to give her friend some needed space.

“Like what?” was the only question that came to mind as Twilight leaned back on her hind end, using her forelegs as balance behind her with the appendage jutting up from her loins.

“Well, do you think it requires lubricant of any sort?” the unicorn inquired and squeezed her delicate thighs together with her hind legs showing off the stockings more.

“Lubricant?” the alicorn hazily questioned as she sat still, trying to regain some focus.

“Allow me~” Rarity said simply and almost crawled forward to those slightly parted hind legs.

“Okay,” was all that could be uttered as Twilight watched the unicorn move up and position her head over the glowing length.

The tickling of that curled and purple mane sent a delight up Twilight’s back. She could almost feel that breath on the end of the member with how close the unicorn was. Maybe the alicorn could sense the breath. Could she?

It didn’t matter soon as Rarity’s head dipped and the odd sensation of warmth worked to bring that lavender body joy. The unicorn’s lips slipped over the end and rolled carefully down along the magic shaft, cradling it with her tongue as she gently suckled onto it. It was indescribable for the pleasure coursing through Twilight’s body at the simple act.

Twilight’s purple hips lifted a bit to dip farther into the warm hold that simulated its presence along her throbbing clit. Every little touch was recreated through the magic to work on her body just right. The whole experience just blew her mind as the alicorn felt her forelegs grow weak under the assault to her magically enhanced genitals.

Every bob of the unicorn’s head had her amazing lips working down the shaft and back up. Even if it wasn’t a ‘real’ member it still felt great to Twilight from the signals it sent to her. That tongue slipped and swirled the underside of it as small slurps were made from the pony in her lap. It was impossible to think clearly and the alicorn hardly cared to. It just felt so good!

Once in a while, Rarity’s head would twist to try and work at a slightly different angle. Her motions of bobbing along her friend’s wand never ceased in the slightest. The temptation within her was rising as high as Twilight’s urges had been for possibly the whole night. Neither of them would be completely satisfied unless something more took place.

Twilight’s grunts were mixed with whimpers as she watched the mare work her magic, in a sense, to the needy growth attached to her own purple groin. Every so often, a slip down onto the magic member had her coo out while a pull up along it brought out shuddering gasps that made her want more. Her wings couldn’t expand any farther than they were as she willingly received the oral treatment and felt herself growing wetter by the second.

It appeared that the unicorn could also sense such a reaction from the stimulation. A single white hoof moved up to lightly caress and tease the soaking entrance of her princess friend. Many little strokes and presses helped urge the alicorn on as Rarity increased her efforts, wanting to make her friend as happy as could be for accepting the secret she had shared with her and more.

“R-Rarity!” Twilight exclaimed, shutting her eyes tight and having her hind legs shake like mad. “S… Stop! Please!”

In an instant, the unicorn’s mouth left the member a slick mess of saliva hanging on magic alone. Her hoof retreated as she lowered her ears and raised her brow. There was the obvious signs of worry forming along her beautiful face but Twilight tried to explain once her violet eyes opened.

“Is something the matter?” the unicorn asked, her expression unchanging.

“I… I don’t want t-to have you do… all of it,” the panting lavender mare stated as best she could. “You need… some too.”

“Some…?” Rarity said, unsure what it meant entirely.

“Pleasure~” Twilight slurred out in a breathy tone that was laden in lust like none other.

Hearing the word and the intent behind it, Rarity raised no more questions. Instead, the unicorn smiled as her eyes perked up and she slowly began to lay back. The sight was something to behold as she made everything look so erotic without even trying.

Daintily, the marshmallow colored pony stayed upon her back as her curled tail made a sweep along the floor in her excitement. Those hind legs parted as she nodded to her friend, openly inviting her to indulge freely upon the soft body she presented to her. Twilight needed little encouragement from her worked up state as she leaned over and walked up to the unicorn.

Their eyes locked as Twilight moved in and felt those stocking-clad legs raise a bit to rest at her flanks. It was an intimate gesture and one she couldn’t refuse. Her hips lowered as her forelegs stayed on either side of the lovely mare’s body below. Then she felt, through the magic, her member rubbing against the satin cloth and warm mound beneath.

The two let out a light breath, clearly aroused and wanting more. Slowly, her hips pressed and squirmed as she rubbed against the smooth fabric eagerly. It was an odd feeling but it brought out a ton of enjoyment for the alicorn. Her movements were clumsy at first but Rarity held patient until those motions transitioned to a smooth roll.

Passing over the obvious bump within the mound, the two were locked into an intense need for each other. Grinding against her, Twilight continued with what simply felt right as she panted heavily. Neither of them had any clue what were to happen when the alicorn climaxes with the magic appendage but both appeared eager to find out.

Feeling the satin caressing her, Twilight groaned in need. Her hips worked to keep up just the right angle and rhythm for them both. A good deal of the saliva had rubbed off and onto the panties below but it didn’t matter as they knew what was to come next.

Rarity raised a hoof and lightly pressed at the purple chest, panting and nodding. Moving away for a moment, Twilight watched as the unicorn raised her hind legs up into the air. That white horn lit up and the edge of the panties began to slip from her waist. It was an incredible sight to behold, seeing her friend strip so needfully before her to get to the part they both were yearning for.

The satin garment slipped along her flanks and traveled up her hind legs. The stockings stayed as she levitated the panties off her hooves and then looked to her purple friend. Playfully, she fired them like a slingshot as they landed onto the mare’s muzzle, dangling uselessly as they both giggled for a brief moment. Even during the heated scene they couldn’t help but be a bit playful.

Twilight breathed the scent of that beautiful mare in from the fabric. It was clear but very delicate, much like the mare it came from. Every second that ticked by had her wanting more. If this weren’t to be a regular thing then the most had to be made of the situation.

The unicorn’s panties eventually dropped to the floor, discarded for the proper source of the scent. Rarity’s hind legs stayed high until Twilight drew closer then slowly parted. It was like witnessing the most beautiful treasure coming to light as those legs clad in lacy stockings drifted away and revealed a more luscious view of her wet entrance.

While the knowledge of very lewd words and phrases were known, Twilight hardly used such terminology herself. Though, she had an urge to think of them so very much during her encounter. She was gazing at quite the mare. She was given a free and unblocked view of that moist and snug looking pussy. Oh, how it turned her on.

It was possibly one of, if not the absolute most, inviting visuals she had ever witnessed. Everything about it was enticing. The clear glistened hint between the folds, her protruding pearl, and the single dot of a beauty mark just to the left, barely hidden by her coat. She almost missed that last detail in her fevered heat but it made her rather happy to spot such a thing, like a secret only she and Applejack would know of.

Words were a thing best left alone. Any talking would probably be as incoherent or non-existent as the world outside the room felt. Nothing else mattered but their needs and Twilight was finally ready to be rid of her heat.

Slowly, her purple hips lowered as her hind legs moved to get into a proper position. The glow between them was obvious but Rarity couldn’t help herself as she watched the endowment lower down farther to her loins. All of the pent up need and desires would hopefully be worked out by their final tryst. Twilight could hardly wait.

That thick tool moved and positioned right before the slick entrance of the dressmaker, lightly prodding to the slit as a polite gesture. There would be no need to tell the alicorn what to do as pure instinct and lust drove her on now. A simple push was all it took.

Twilight moaned loudly as she began to penetrate the mare under her. That magical member spread those lovely folds apart and began to ease in as she felt the warmth and tightness of the unicorn all around it. It was incredible. There would never be a way to properly put down on paper how amazing she was feeling.

Rarity opened her muzzle to moan but little came out in terms of noise. Those hind legs hugged to her friend mounting her as she let the corporeal member slide in easily from her own arousal. Wet and tight, the unicorn hugged around every inch that was offered as her forelegs wrapped to Twilight’s at her sides. They were in the heat of the moment and not a thing was going to stop them.

Carefully, the winged unicorn pushed in deeper as they both moaned and their bodies drew ever so close. The magic slipping into the mare worked to please the bodies it touched as they enjoyed the sensations. Even with it directly stimulating Twilight’s nether region so well, it also appeared to be amplifying Rarity’s own pleasure within. The motions only stopped once Twilight had finally lowered herself down and forward enough to press flush with the white body beneath.

Breaths mingled as the two stared at each other, mouths just mere inches away. Every pant was like a hot wind at the other, almost teasing them as to what was about to happen. Still, not a word came from either. It was just a nod from the fashionista below that signaled things to begin.

Twilight gave an eager nod back before pulling her hips away. The feeling of leaving her had the cool air, warmer than earlier thanks to all the heated fun, brush along the length and made her shiver. It felt so good to press back and listen to the lovely mare groan out. Having Rarity’s soft and delicate hooves against her forelegs made the lavender pony feel more comfortable with continuing as she drew back and thrust forward again.

It was like every motion had a certain aspect to it that worked on pleasing them. A lift forward to some degree had her rubbing the phallic magic along that tender button. It was a wonderful thing to savor, teasing her just enough from a retreat only to sink back in with a heavy moan. Twilight was more than happy to have given in to her needs now.

Gently and with a proper rhythm, the alicorn started thrusting into her lovely friend. The night outside was completely unknown to them as they worked out their lust. Tender humps led to soft grinding once in a while. The pressing of lower halves got the most reaction from both parties involved.

Rarity’s hind legs stayed up and hugged to the pumping flanks above. Each dive into her tender snatch had the unicorn panting out while her tail swiped at the floor. Her moans came from the deep grinds, working her in ways she wasn’t expecting. While she did, Twilight lowered her head to nose at that soft neck, still humping away eagerly.

The sounds of sex filled the air with the magical rod plunging in over and over to the vulnerable unicorn. Slick noises sounded out with the wetness and motions working them both up plenty. Even with the sound barrier active it almost seemed like they might be making too much noise. Wet walls hugged and pulled at the member inside, encouraging the makeshift breeding.

Twilight knew even without the sweater she’d be just as hot from the ongoing act. Temptations had reached their breaking point and her mind was addled with true lust. She would surely come to her senses soon after but her body was driving her currently. Not that she minded in the least.

Wet paps and soft thwacks of their bodies colliding in a sensual display of affection and desire worked to keep the silence away. If not for their panting, moans or other such noises then the activity itself would be clue enough for anypony listening in. Every slide into the mare’s warm pussy had Twilight nearly begging for release but just a hair shy each time.

Rarity’s body jostled and gave small jumps from all the pumps against her lower quarters. Her legs kept the mare close as she allowed the heavy thrusts. Twilight’s wings above her were splayed out like a comforting umbrella, shielding them both and keeping their fornication strictly to themselves. She could probably work up a pair for Applejack to wear at some point, considering how much she liked them.

Sweat drew from their bodies as the pace began to pick up. The tempo changed and the mood altered. It was no longer an act of need but one of carnal and wanton lust. There was only so much they could withstand before it was bound to happen. Everypony has their limit until they just can’t take it.

Twilight’s hips drew up a quicker flurry of assaults between Rarity’s thighs. The unicorn’s hind legs never tried to shun the alicorn or close and deny access. Every grind was getting both mares wetter. The unicorn could feel the warm arousal leaking from above her and right onto her own mound. It was deliciously dirty.

A few times, there had been a couple of nips to Rarity’s neck. Twilight was working herself into a frenzy but clearly within sound mind to not hurt her lovely friend. The love bites were something that made the seamstress gasp out as her legs shook some. She hadn’t figured her friend would have found one of her secret likes that Applejack did.

Witnessing a reaction of that sort obviously kept the nipping coming. While not as hard as her lover, Rarity enjoyed them all the same. Her hips and flanks ended up lifting a bit towards the thrusts as they practically mated. Slowly, she raised her white forelegs higher as she wrapped them around the back of Twilight’s neck to hold her closer, now moaning into her ear directly, panting heavily.

Flustered and beyond excited, they continued their tangled workout. All the noises now right into her ear had Twilight feeling herself drawing close. Neither knew what would happen but she did fear of hurting her friend with some new spell, should anything occur during climax. It was rough but she stayed stable enough to know when to warn the pony under her.

The pounding of her sex had Rarity almost drooling from the action. She was definitely going to have to ask for that spell later. Her grip held tight both outside and in as Twilight kept up the heavy thrusts. While the room would smell quite thick with their bodies after, the scent only drove them on. Almost as if it fueled them more.

Time was so very close for Twilight. Little did she know just how close her friend was as well. Her hips stopped the frantic humping as she worked into a more smooth rolling while looking down into the unicorn’s sapphire eyes. She didn’t want to ruin the mood with her worry but something had to be said.

“R-Rarity,” Twilight panted out, leaning up some. “I’m… I’m…”

“Yes~” Rarity nearly hissed, almost begging for her to finish. “Do it! Cum for me, darling!”

The feeling of her clit being worked overtime had the alicorn shudder and her legs weaken. She was approaching the point of no return and walking a fine line on the edge. Still, she did her best to hold back as her body tried to resume control.

“N-no,” said the thrusting pony as she shook her head. “I don’t know… w-what will h-happen if I… I…”

“K-keep it inside! For the love of Celestia, don’t p-pull out!” Rarity urged as he hind legs tugged eagerly to those lavender flanks.

There was no helping it. Those tugs had Twilight’s hips plunge forward and press flush against her dear friend. That length made of magic slipped as far in as it possibly could as Rarity arched her back and clung tight to the alicorn above her. All at once, Twilight’s vision blurred as she felt the sudden rush wash over her.

The corporeal rod inside the unicorn’s steamy body flared up in a most biological manner. It would have been a glorious fountain spouting clear intent to breed should it have been real, yet it was merely just a conjuring. Instead, the magically made phallus reached its full use and simply popped out of existence. Nothing more than a light poof sounded out.

Suddenly, Twilight felt herself dip a bit at an angle as their laps met fully. No magic, no teasing, just two mares grinding their heated slits along each other. The motions ran their protruding clits over and against each other, pressing flesh upon flesh in such a perverted manner. It was truly orgasmic.

Both mares called out loudly as their eyes shut. Their laps smeared the fresh issuance of their climaxes upon each other while they began to grind out the initial high they received. Pleasure dribbled and squirted from them as they embraced tightly and rode out their passionate climax together.

It was possibly a good minute of them continually grinding together and working out every last bit of their bliss they could. Their minds were foggy and bodies tired. Still, they kept it up until it was finally over. The entire room almost appeared like some surreal painting as they panted hard and let things slowly come into focus.

Twilight’s legs finally gave out as she collapsed atop the unicorn, moaning softly and mumbling an apology. Her wings draped over them both and across the floor in a tired expression as she felt her heart thumping like crazy. She would have to write down her experience to as close as she could remember just to keep it around for herself later.

The sudden weight against the unicorn had her give a responding grunt while smiling wide and shaking her head. She would have stated it was fine or that she didn’t mind it but the mare had no energy to bother. Her eyes looked around as she laid upon the floor, simply admiring the backside of her sleeping lover and the comfort of her friend so close.

Applejack stood where she had passed out, still blocking the door despite it being locked. If all those noises and moaning hadn’t woken her up then nothing short of a magic jolt could stir her. Everything just seemed to be so blurry and hazy. It almost seemed like it was all growing dimmer by the second.

Soon enough, all three ponies were fast asleep. The winter night had finally claimed the remaining two into its slumbering hold.

•••••

“You sure?” came a voice from within the room, distant but clear.

“If you are,” a more eloquent voice responded within the darkness.

Twilight stirred in her awakening state, barely able to open her eyes without Celestia’s sun making her squint. Her hooves rubbed away at the sleep still urging her to continue resting as she tried to sit up. The covers spilled off her as the alicorn groggily mumbled while looking around.

During some point in her rest, she had been carefully undressed from her sweater and placed in some flannel pajamas. It only occurred to her soon after that she had also been placed within her own bed. Did she have a dream? Was it all just in her head and a cause of her heat?

The room fell silent as she tried to see what was happening. Her wings stretched with her as she yawned and rubbed a hoof in her mane as her vision cleared. Rarity and Applejack stood nearby, smiling warmly and awaiting their friend to fully wake up.

It must have been a dream. There was no way she had been drawn into a small bit of private time between two lovers. Were they even lovers or was that part of her strange dream? Her heat must have made up plenty of weird things. Except there was one issue: Twilight didn’t feel that warmth below any longer. The plague of her tormented horny needs had finally vanished.

“Rise and shine, sugarcube!” Applejack greeted as she trotted up to the bed and looked out the window. “Must’ve been real out of it. It’s already noon!”

“Yeah,” Twilight mumbled, still feeling the nagging need to lay back down. It didn’t help that should sense the cold outside and her warm bed was just so welcoming.

“I don’t doubt it,” Rarity mentioned as she hopped up onto the bed and gently pat one of the covered hind legs. “She had earned it for all the fun she showed us!”

While the comment did hint at the night being a real encounter, Twilight wasn’t sure of herself. In fact, she didn’t wish to bring up such a thing just in case it might offend them. Her eyes looked between the two before she gave a visible shiver. It wasn’t just cold outside but her room had a little chill to it as well.

“Oh, uh, sorry ‘bout that,” the orange earth pony stated. “Had to open a window for a moment and let the room air out.”

“Air out?” Twilight repeated before noticing the rise in color to their cheeks. “So, it was real?”

“As real as our friendship,” the beautiful unicorn mentioned and smiled. “Last night’s encounter shall be our little secret~”

The realization did bring the alicorn out of her slumber far quicker but her ears wilted a moment later. She knew it wasn’t to be a common thing but something in her heart wanted more. Maybe it wasn’t just the heat that had her wanting to be a part of things but her desire to be closer to her friends. Odd as it sounded to her, it didn’t change the fact she was a little down that things might not happen again.

“What’s eating at ya?” Applejack asked as she hopped up with Rarity.

“I don’t know,” Twilight mumbled as she looked away. “I guess I was just kind of hoping… it wouldn’t be a one time only thing?”

“Darling,” Rarity said in an almost motherly tone. “We wouldn’t dream of excluding you entirely. Especially after last night, I don’t think we want it to be a one time thing either.”

“Not a chance,” the earth pony said once she noticed her horned lover giving a look. “Shucks, we love ya as our friend and we ain’t gonna be leaving you out of things through the seasons.”

“Or, if we’re in season,” Rarity added with a smirk.

“Har har,” Applejack sarcastically remarked though her smile was genuine. “What we mean is that we’re thinkin’ of makin’ it a more… regular thing.”

“Regular?” Twilight asked, a bit confused.

It was hard to consider just what she meant. While she expected them to keep her involvement to a minimal amount, it was surprising to hear them suggest it being far more than that. Exactly how much was still a bit lost on her.

“Yes,” said the unicorn, scooting up and nodding to Applejack who saddled up on the other side of the alicorn. “What we mean is…”

“We kinda, maybe, in a way…,” Applejack added on without finishing as the two leaned in closer to the pony between them.

“Want you to be more than just friend,” they both said at once.

“M-more?” the purple pony questioned as she looked between them both.

Instead of giving a verbal answer, the two leaned in and placed their lips to the nearest cheek on the pony. Twilight’s muzzle turned bright red as she sat still for the kiss and let them finish. Both of them pulled away with an audible smack, somewhat playful but all from the heart.

“Mhm,” Rarity finally said. “We know it’s a very sudden and that such a thing is a bit… odd. Though we were looking forward to making things a bit more real. More loving.”

“Yeah, three mares together ain’t quite the thing you see very often,” Applejack agreed and gave a teasing nudge with a foreleg. “Well, we ain’t really something you see often as it is. Saving Equestria, dealing with villains. Not quite the thing for usual ponies.”

Quite the true statement. It was strange to be asked to be lovers with two already infatuated with each other but Twilight couldn’t help but let the idea keep bouncing around in her head. Her mind wanted to make a decision right then and there yet it couldn’t. Not yet.

“Don’t you worry about answering us right now,” Rarity told her, almost as if she read her mind. “We don’t want you to make a hasty choice and regret it later. Think of it as an early Hearth’s Warming offer with it so close around the corner.”

“Of course,” Twilight agreed, unsure what else to really say. “Thank you. Honestly.”

“Hey, that’s my gig,” Applejack teased as they laughed before the two got up and hopped off the bed.

“Just let us know whenever you wish,” Rarity reminded her and grabbed her scarf from the evening before, wrapping it around her neck. “I hope you don’t mind us cleaning you up and dressing you. You deserve only the best~”

Twilight pressed her forelegs together out of embarrassment but shook her head. It was a kind gesture and she was thankful for it. She’d have bigger things on her mind as it was.

“We best be headin’ out now. Thank ya again for the sleepover!” the country mare said, waving a hoof.

“Oh, and do tell me that one spell when you get a chance,” Rarity said with a wink before strutting herself along and out the door.

Applejack soon followed with her voice echoing in the hall. She was very curious about what kind of spell Rarity was asking for. The alicorn sat in bed for a while longer, knowing they were possibly out of the castle. She couldn’t believe the offer and her heart had blossomed so much at the idea.

It was the only thing on her mind as she got herself ready for the day. Her messy mane was brushed after a warm shower and making sure everything was properly in order. The stack of books, especially her naughty one, were all tucked away and tidy. At least she didn’t need to worry about that.

Once she had managed to roam the castle in search of food, she met Spike along the way. He had prepared some food for them all but seemed a bit disappointed that the other had left before it was ready. Twilight promised to eat plenty so it wouldn’t go to waste and his eyes lit up. She was rather hungry anyway.

Even though she had slept half the day away, Twilight felt great. There was still that lingering thought that hovered around in her head but otherwise it was the best day ever. She had experienced something new and it felt fulfilling to have taken part in it. She did care and love her friends dearly but seemed unsure if she would be a proper lover.

The day continued at a nominal pace. Twilight read through many books after her meal to study special traits or facts that one might need or have in a loving relationship. Even the cheesy romance novels. Nothing gave a clear intuition as to what to expect or bring to the table in a sense.

Evening came soon enough as she sat cooped up in the study once again. It was awfully familiar the last time she was there, masturbating in a fevered attempt to rid herself of an inappropriate spell. Her eyes had even darted to the book that caused the problem a few times. Though, it did also open her up to more.

Twilight bit her lip and stared at the cover on the shelf. Whether or not it was all coincidence that things happened the way they did was unknown. What she did know was that she had two amazing friends that she had a chance to be so much closer with. There was also the fact that one had wanted a certain spell from the book.

Giving a playful roll of her eyes, Twilight used her magic to pull the book from its spot and carried it over to a desk. Opening it up, she read over a few spells, some making her blush, and managed to spot the specific one she was searching for.

The quill and inkwell on the desk slid near as the feather dipped into the black substance. The alicorn’s magic unrolled some parchment as she began to write down the exact workings of the spell. It was rather advanced but she trusted Rarity knew a thing or two. To add to it, Twilight made some notes from her personal experience with it just so things wouldn’t be as scary to them.

After looking it over, the lavender pony gave an affirmative nod then addressed it cordially. Her eyes scanned the ink for any mistakes several times over as she sat in silence. There was something missing. Something had been bugging her to answer during the day.

It took her nearly half an hour before taking a deep breath and slowly exhaling. The quill moved again.

‘To answer your offer from earlier…,’ she wrote and smiled.

Unbridled Affection

by LoreLove

Curiosities and Adoration