Twilight Does Ponyville

by Frostworthy

First published

A retelling of the Pilot Episode, featuring a very horny purple unicorn and a hell of a lot of sex.

Twilight Sparkle, personal student and protégé of the legendary goddess Celestia, is sent to Ponyville to help supervise the Summer Sun Celebration festivities - but she'd much rather be bunked up in her tower, making lewd and suggestive noises with her mentor.

Alas, Ponyville is almost as horny as she is.

Contains: A LOT of gay lady horses eating maaad pussy. And some group sex, humiliation, and potentially some light incest?

Set during S1E1!

I had way too much fun writing this one. It originally began as a horny retelling of the Pilot episode, but kinda became its own thing? Written, as has become habit, as a way of shaking off the rust and getting back into things. Let me know what you think!

Probably, in some way, inspired by the Fimfic Discord chat. You all know who you are.

Pretty Purple Pony Pussy

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“So, Twilight - Schlurp – I was thinking – Fffuuuck! – That we should probably send someone to P-Pony- Oh gosh, right there! – Ponyville! How would you like that?”

Twilight Sparkle, personal student and protégé of the Princess herself, pulled her muzzle clear from Celestia’s sopping pussy, thick strands of hot slime hanging from her face. “Y’what?” She mumbled, licking marecum from her lips. She dabbed away a glob of goo from her eye and sat up, gently groping the heavenly flanks before her. “I mean, I guess?”

Celestia purred in post-orgasmic bliss, trying hard to retain composure, “Please, Twilight. It would be for the best – They’re not exactly organised down there.” She shuddered and let out one last huff, moving out of reach of Twilight’s outstretched, skilled hooves. “Will you take charge?” She lowered her head and drew level, her eyes locked in a pleading gaze, “Please? I’ll move you into the new observatory if you do!”

Twilight smirked and rolled onto her back, raising her back legs and holding her damp tail to the side with a glimmer of magic, “Get that sweet sungoddess tongue of yours to work,” She winked and lowered a hoof to lightly spread her soaking labia, “And you’ve got a deal.”

“Very well.” The alicorn leaned in, placing a light kiss upon her student’s forehead, before dropping to her knees and wicking her messy mane over her shoulder. “Now, moan for me, Twilight!”


“Applejack, right?” Twilight sighed. It had taken hours to travel all the way down to Ponyville, and the guards who had pulled the chariot had barely even flinched when she’d offered a wink and smile. Her crotch was already missing the attention.

At least the sturdy orange farmpony before her was hot. Well, Hot-ish. She was toned in all the right places, but her hooves were filthy, and her mane was dotted with leaves and gleaming slightly with sweat.

“That’s me!” She hollered, tipping her hat in greeting. A wide, friendly smile was plastered on her face. “How can I be of service?” Her accent was strong, western, and extremely yokel. But oddly charming.

“I’m here to make sure the preparations for the Summer Sun celebration are sorted.” The unicorn scuffed at the floor, “Are they?”

There was a growing energy in the farmpony’s smile that made her deeply uncomfortable.

“We sure are, Missus! Fancy a sample?” Applejack was way too enthusiastic for her liking, but she had to admit, food did sound good about now. And even the faint scent of baking goods was making her stomach twinge. After all, as much as she was loathe to admit it, princess pussy was not a substitute for actual food, however good it may taste.

“Yes?” She replied, hesitantly.

She was not prepared for the flurry of activity that stormed across her.

Within seconds, she had been surrounded by a horde of similar farmponies, all braying excitedly and screaming all manner of strange country-isms, and sporting enough neckerchiefs and Stetsons to worry the Canterlot classes.

A flurry of hooves rushed her to a seat, jammed her before a small table, and piled it high with food.

“Eat up, Twilight.” Applejack was close by her ear, whispering softly. “You just eat up well there, and let us know what ya’ think.”

Perhaps it was the weirdly-threatening manner she spoke in, or the closeness and intensity of her voice, or the fact that there was a whole crowd of well-toned, rough-and-tough ponies standing around her, but she was beginning to feel the familiar moistness between her thighs.

She bit into a large apple Danish, wolfing it down, followed by a flapjack, two turnovers, more Danishes, a small pie or three, before rearing up, and diving in, devouring things she could not name. Her stomach was whining for attention, and as she started stuffing the food down, it was only growing more hungry.

“Slow down there, bucko.” The farmpony’s hoof tapped her on the shoulder. “Take it easy, now.”

Twilight paused. There was something to her tone that caught her attention.

“You’re gonna need room for dessert.”

She barely managed to whimper, before she was thrown backwards, landing on her back, the chair splintering apart beneath her. Applejack stood over her with a sharp smirk, “I’ve seen how you’ve been looking at me an’ my kin.” She said, shifting herself so her crotch was aligned with Twilight’s stunned, but eager face. “And we haven’t gotten paid squat by the princess for all our efforts.”

Twilight moaned. She couldn’t stop herself. It escaped her lips without her conscious effort. Her hips bucked weakly, and she was already reaching towards that sweet, musky farmpony coochie. Applejack, for all her country charm and roughness, clearly took care of herself. Her underbelly was immaculately trimmed, her fur short and neat, showing off all the goods, whilst not running too thin.

“I could smell your scent from halfway up the path, ya’ horny devil, you.” She lowered herself, bringing her nether lips frustratingly close to Twilight’s reaching tongue. “And I’m sure you won’t mind obligin’ my kin either.”

Twilight let out a huff and kicked her hindlegs. “Just ride my face already, for fuck’s sake.” She brushed her tail aside and hiked her hips up, revealing her dripping slit, “And show me some of that ‘country hospitality’ whilst you’re at it!”

She took half a breath, and then her muzzle was smothered by muscular thighs and a damp vagina. Her hooves reached around, clamping onto the farmpony’s shapely butt, and pulling her in as deeply as possible. Her tongue flicked around, expertly lapping and teasing in all the right ways. Applejack’s chest heaved and hitched as she moaned loudly. Twilight knew exactly what she was doing.

She guzzled away, slurping up the strongly-scented fluids that were soaking into her facefur. Despite smelling softly of apples and hay, she tasted almost floral – some sort of earthy, woody tones. She was a connoisseur of cooch. And this farmpony tasted good.

And then she felt the tell-tale nudging at her own crotch. Something warm, hard, and throbbing was prodding her, smearing her wetness around.

“Git her good, ya’ll!” That was the last thing Twilight heard. Applejack tensed, and her strong applebucking thighs blocked out the world. She began to ride more vigorously, grinding harder, and moaning louder. And at least one well-endowed stallion took the initiative and slipped inside.

The unicorn groaned and grunted into the pony mounting her face as she felt the thickness of a rock-hard cock filling her. “Mmmfff!” Her body moved of its own accord, humping against the hot dick, pushing it deeper in, as she ate faster. Her mouth and nostrils were completely flooded with hot marecum, and she was growing lightheaded, but it did little to dull her spirit.

Suddenly, Applejack jolted up, pulling away from Twilight’s drenched face with a sticky schlurp. “Fuck me!” She planted her hooves and trembled, “Miss Twilight,” She said, breathlessly, “I almost done came on your face. That wouldn’t be very welcoming of me now, would it?” She steadied herself and sauntered over to the surprisingly-large crowd of family around them, rubbing her hindlegs together tightly. “They’ve all gotta cum first, haven’t they?”

Twilight grinned. She looked down, admiring the rippling muscle of the large stallion who was pumping into her, hilting his large shaft deep within her significantly smaller frame, and reached a hoof down to rub herself. “Fuuuck yessss.” She hissed, her lips still damp. She winked seductively at her audience, “Who’s unf! next, then? I’ve got at least two other holes which aren’t being unf! Stuffed right now!”

She stiffened as she felt herself grow fuller. With one shuddering sigh, the stallion emptied his balls within her, painting her guts with hot, thick spunk. His flare pulsed and squeezed, squishing against her walls, and feeling amazing. It had been a while for him, it seemed, because he kept cumming, pumping load after load into her hungry cunt. She could feel it dripping over her tailhole and matting her tail, and he was still huffing and trembling.

Eventually, the sensation slackened, and his breathing calmed down. His dick plopped out of her full hole with a lewd slapping noise, and a torrent of jizz poured out afterwards. “Hooo-yeah, now that’s a good’un. Bless ya, Miss!” He hollered, withdrawing, and standing to his full, impressive height. He tipped his hat and shot her a smile.

Even as he turned away and trotted off, leaving her gushing pussy to drool and leak, another group of ponies gathered around. A slim mare darted between her legs to lap up the spilling spoo, and go to town on her tailhole; and a pair of hefty cocks slapped against her face, splattering her cheeks with pre.

It was going to be a good morning.


“…An’ don’t be a stranger now, y’hear?” Applejack laughed as she escorted Twilight up the path towards town.

Her fur was thick and stinking, matted with the cum of a few dozen ponies. Her horn was slick, having had more than a few mares ride her, and her tail was drenched and stiff, doing little to stem the tide of hot spunk dripping from her aching snatch and ass.

She was sore, filthy, and well and truly used. Ponyville was already showing promise, at least.

She licked her lips and coughed up a glob of goo, “Wouldn’t dream of it, AJ.” She sighed contentedly, “I’m happy that the celebration refreshments are in good hooves.”

“Well, I’ll leave you to it, Twilight.” The farmpony came to a halt as they reached the cobbled road leading to the town square. “We’ve all got plenty to do, though everyone should be in a good ol’ mood now, I’m sure.” She gave a gentle nudge, and waved her off.

“See ya’ round, partner!” Twilight giggled, in her worst possible accent.


The Square was strangely quiet. There was only a strange pink pony who had stalked her from the shadows the whole time, muttering quietly to herself; and a dozing cyan pegasus, who was drifting lazily around on a tuft of cloud.

“Uh, excuse me?” The pegasus rolled over, ignoring her. But she had revealed her mane – a shocking blend of rainbow-coloured streaks.

This had to be Rainbow Dash, the weatherpony on duty! Rainbow manes couldn’t be that common, after all.

“Rainbow Dash?” She asked, earning herself a soft ‘shush’.

Nopony shushed Twilight Sparkle. Especially not when she was on official business, and feeling grossly crusty as the array of sexual fluids that soaked her fur were drying in the afternoon sun.

“Oi, cunt!” She yelled, zapping the cloud with a bolt of magic. “Are you Dash?”

The pegasus yelped, letting out a high-pitched screech as she tumbled from her perch, crashing onto the ground with a pained sigh. She leapt up, eyes narrow and angry.

“What’s it to you?” She growled, “Some of us are trying to sleep!”

She offered a hoof, “Twilight Sparkle, here on behalf of Princess Celestia. She wants the sky looking sharp for the Celebration, and –“ she gestured at the fluffy mess of clouds above Ponyville, gently wafting in the wind, “- this is shit.”

“Hey, hey!” Rainbow Dash leaned closer, teeth gritted, and pupils tiny, snorting angrily. “No-one calls my sky shit. I’m the best fuckin’ weather pegasus you’ll ever meet.”

“Soooo…” Twilight booped her on the nose, “You feel like doing your job then?”

“I’ll clear that sky in a flash, and smash your gash, in ten seconds flat.” And with that, she leapt into the sky, the raw force of her launch cracking the cobbles beneath their hooves and buffeting Twilight back.

The cockiest ones were always the easiest to manipulate. Especially hotheaded pegasi.

“Have a rinse, you gross whorse!” Came a sudden yell from above. The clouds blocking the sun were disintegrating rapidly, as per Dash’s promise, but one particularly dark, heavy cloud was barreling towards Twilight’s face.

With an electrical explosion, the cloud ruptured, soaking Twilight to the bone within an instant. A whole storm’s worth of freezing rain battered her across the square in an instant. And as soon as it had started, it was over. She lay on her back in a large puddle, mane flat against her skull, shivering and drenched – but immaculately clean.

A glimmering rainbow shot across the sky, cleaving the remaining clouds apart, before homing in on her. Struggling to catch a breath from the cold, wet shock, she reeled backwards, and then it struck her.

Like a whirlwind of hungry lesbians, all striking at once, her well-used pussy was assaulted by a lightning quick flurry of licks, kisses, sucks and rubs.

Barely a second passed before her eyes were watering with intensity. “Oh ffuuuck! D-Dash – Holy shit, holy fu- Mmnff!

She convulsed violently, hips bucking and spasming as she came hard. She was biting her lip hard enough to bleed, and barely catching her breath.

“Told ya.” Rainbow Dash, stood over her, wiping her muzzle derisively. “The sky’s clear, and you just nutted your teats inside out- all within Ten. Seconds. Flat.”

“Fuuuuuuck.” Twilight panted, trying to shield her sensitive crotch from the elements, as every tiny draught of wind, or speck of moisture was agonizingly intense. “I suppose you want something, now, then?”

Rainbow Dash smirked and tapped her on the head, “You can stick that horn in me sometime and we’ll call it quits.” Her wings burst open, and her backlegs coiled like springs, ready to fly. “But I’ll see you around, Twilight. I’m going to see if I can get Applejack’s brother to put it in my butt before she kicks me out!”

And with that, she was off, barely a rainbow speck high above Ponyville’s crystal-clear skies.

“Holy shit. Celestia better be thankful for all this.” Twilight muttered to herself as she collapsed back, reclining on the cool stone street. “I swear I’m gonna need a new vag if it keeps up like this.”

Hoofsteps. Quiet, light, fast.

She barely had time to turn her head, before a pink blur dived on top of her, locking sleek, yet strong forelegs around her chest in a tight embrace.

“Hi! Hi! Hi! I’m Pinkie Pie!” Wiping her mane from her eyes, Twilight gazed up at a slender earth pony. Her fur was as pink as confetti, and her mane was somehow more pink. She was a pink anomaly.

“Hello?” Twilight managed to squeak out, as her lungs were squished in another crushing hug.

“You’re sorting out celebration stuff, right?” Pinkie chattered excitedly, “I know you are, aren’t you? I saw you talking to AJ earlier, and then you got slammed in your cute lil purple pony pussy by her whole clan, didn’t you?”

“Uh, y-yeah?” She grimaced in the face of the rapid assault. With a wince, her horn blazed to life, and she pulled the buzzing pink pony off of her.

“I’m in charge of all the sweet and treats! And the party decorations! And-” Twilight sighed, cutting her off with a hoof over the mouth. The ponies in this town were crazy. And had way too much energy.

“Pinkie Pie, right?” The pony nodded, her mane bouncing like crazy. “Look, I’m knackered, and I cannot be bothered to deal with whatever crazy nonsense you’ve got planned.” Despite her tone, and rudeness, Pinkie was still buzzing, her eyes shining brightly. “So just make me lick whipped cream off your teats, or scissor with you on a cake, or whatever, and let’s get this over with.”

It was uncanny. It was almost impossible. Somehow, despite the words only just leaving her lips, she was already being led away, rapidly, to a small café with an obnoxious cupcake motif. The world shifted around her, and though her legs barely moved, she was dashing behind Pinkie.

And then, with an unsteady totter, the universe calmed down. And somehow, she was behind the counter of the café. Pinkie stood before her, flour-dusted apron hanging around her neck, and jaunty chief’s hat perched on her fluffy mane.

“Well, you seemed so eager!” Pinkie beamed, bouncing around, before rearing up and placing her hooves on the glass counter.

“What? Wait, what in Equ- Mmf!” She had almost managed to speak. Almost. Before having her muzzle shoved under Pinkie’s tail.

Her tongue went to work instinctively. Her jaw ached, but she was driven onwards by forces unknown. Whether it was the intoxicating blend of sugar, spice, and mare-musk that surrounded her, or the fact that Pinkie had the most delicious pussy she’d ever tasted, barring Celestia’s sublime snatch, of course, but she was driven hellbent onwards.

Her tongue swirled through the pink, delicate folds, and earned her a series of light giggled and soft moans. “Oh, Twilight! That feels just right!”

And then the doorbell jangled, and a customer walked in.

It was one thing getting slammed in all holes by a crowd. It was another going down on royalty in front of half the palace staff. It was yet another thing to be walked in on whilst her horn was slowly slipping into a hyperactive pink pony’s tight pucker, and her face was squished into the softest backside she’d ever known.

Thankfully Pinkie’s apron hung down enough to cover her. Mostly. It didn’t cover the slurping, and huffing, and soft schlick schlick schlick of her moist horn slipping in and out of Pinkie’s tailhole.

She felt the earthpony straighten up. “Hi! Welcome to Sugarcube Corne-eee-r!” Her legs shuffled, burying Twilight’s horn deeper inside her, “How can I he-eeee-lp you today?”

“Ah, two-dozen cupcakes, please, Pinkie!” A soft, motherly mare’s voice floated over the counter, muffled slightly by Pinkie’s thick, bouncy tail. “I think I left some on the kitchen side- the ones for those nice Flower Sisters?”

“Right away!” Pinkie moved, and she could barely stay hidden as she clung on to the thick, squishy flanks and burrowed as deep as she could. If she was going to be humiliated in front of some random, then she was sure as hell going to make sure Pinkie was too!

“Say, Pinkie?”

“Yes, ma’am?” She swung a hefty box of baked goods over, forcing Twilight to, once again, hang on for dear life, and redouble her lewd efforts.

Why did Pinkie’s tight tailhole feel so good wrapped around the ridges of her horn? She was so warm and soft, and clenched just right on each thrust.

“Who’ve you got down there?” Twilight froze. She’d been rumbled.

“Just Miss Twilight! She’s helping me-eeeeeeee prepare for the celebration!” Pinkie chirped, her voice wavering more and more as she grew closer to her limit.

“Well, make sure you clean up afterwards, please. We don’t want another ‘cum-in-cake’ issue, do we?”

With that, the mare walked away, and Pinkie hopped down, pulling free from Twilight’s horn with a soft plop.

She could feel her cheeks burning as Pinkie stared at her, far too close for comfort. “Sooo, about that whipped cream?”

Twilight snapped. Her horn lit up, and Pinkie was thrown down, one back leg hiked up, and her tail pulled aside, revealing her puffy pink pussy, drooling wet. “Shut up, Pinkie. Shut up, and let me enjoy this.”

She straddled Pinkie’s crotch, putting their sopping cunts together, and interlocking legs. “Now, wouldn’t it be a shame if someone came in now, huh?” Pinkie’s tongue rolled out of her mouth, and her eyes rolled up as Twilight ground harder. Faster, and wetter, and hotter.

“Twiiiiiiilight, yessss!” Pinkie moaned, as she streamed from both ends, gurgling as drool poured from her lips.

“Fuck you!” Twilight muttered, her teeth gritted, and her hips bucking hard. Their folds met with wet, squishy schlicks. “Stupid Ponyville – mmmffff – I could be doing this with Celestia right now!”

“Oh- Oh!” Their voices rose together, hitching and catching as their thighs rubbed and wriggled. Their clits kissed, and they got closer.

“Sweet fuuuucking Celestia!” Twilight screamed as her knees buckled and she tumbled forward. She came hard, soaking Pinkie’s thigh as she slid down, and drenching her chest in hot marecum. Pinkie was right behind, seizing and climaxing as they landed with a thump.

For a moment, they lay there, still, huffing and puffing heavily, neither able to move, meshed in a mess of legs and sticky fluids.

“Woah, that was…Intense.” Twilight panted. Pinkie simply smiled and nodded.

“You’re one horny purple fuck, Twilight Sparkle.”


“…And that’s why Ponyville is worth a visit in future!” Twilight concluded, reclining against Celestia’s soft, heavenly flank. She wrapped a strand of the ever-flowing celestia mane around her hoof and held it to her face, enjoying the strange warmth it radiated.

Celestia chuckled softly, her large body thrumming and bobby, “Sounds like you screwed your way around, and sorted some of the things I asked, at least.”

She nipped playfully at Twilight’s ear, earning a soft moan as she bit the very tip, everso lightly. “I can’t shake the feeling there was something else we should be doing today though…” She mused.

Twilight planted a trail of kisses up her neck, giggling as she saw the tell-tale goosebumps popping up all along. “I’m sure it can wait until after you’ve screwed my brains out.”



And so they fucked…



And Equestria was plunged into eternal darkness, as Nightmare Moon arose once more, with no-one to challenge her.

But Twilight didn’t care – she had the legendary royal princess of the sun going down on her. And it felt gooooooood.