#25

The nights in Equestria where beautiful, nothing but stars, shimmering and twinkling in the night sky as I rested my head against the bark of a tree. I let my body hang from a branch and my back rest against the tree's body, how I got up here was a mystery, I just walked and climbed.

"Wow…" I whispered amazed by the stars in the sky, my mind drifted back and forth between what happened earlier today as I sighed deeply. After all that craziness, the rest of the day went on to be full of joyful moments; from Flutters trying to name the little pony, which we didn't, to Dash having to practice her moves, and Bonbon whispering a lot to herself, which was cutely strange. Now, I was here.

"How did today go by so fast?"

I stood up on the branch before looking behind me, all I saw was Ponyville and the number of lights that filled it. From this view, nearly anything was visible: Flutter's home, Applejack's, even the princesses' castle could be seen in the distance. I was at the peak of this gigantic tree before floating myself back down and beginning a pace in the direction of Flutter's home. I hadn't stopped thinking about what Dash and Flutters had told me earlier and how excited I was, no telling what will happen. I slowly walked past tons upon tons of forest, enjoying the silent night as I made my way back.

After a few minutes of walking, I was still in the forest and I was being trailed by something but I ignored it as I continued walking calmly. I was calm for the simple reason that whatever I was being trailed by didn't seem hostile but curious, yet I still kept alert on the outside. Whoever this was seemed to hold a small amount of magical strength but I knew better than to underestimate anyone, I continued a bit more before coming to a complete stop and turning behind me. I couldn't fully see the pony from behind the bush it jumped into but the blue blur was enough for me to predict who it was.

"Come out Lyra, I know it's you," I exposed with a small grin on my face. I patiently waited for her to come out but she didn't, I gave a slight frown as I walked over to where she supposedly was, creeping ever so steadily to avoid detection.

"That had to be Lyra, no mistake!" I confidently thought as I looked down on the bush that was supposed to be where Lyra was before I quickly moved aside the bush, the first thing that came into view was a blue blur before my mouth followed.

"A-HA! Ha…ha…oh…Who are you?" I asked as I stared down at a pony who obviously wasn't Lyra. I took a moment to recheck before asking again at the spooked pony, "Umm…Hello?"

"Umm…" was her response as she picked herself off the ground, she seemed to have fallen when I moved over the bush and startled her probably. I stared at her as she used her hooves to lift her wizard's-like hat that was the same pattern as the cape/robe she wore: a bunch of stars. She got herself onto her hooves and looked up at me, nervous, as she placed a hoof on her chest.

"I'm…the Great and Powerful…Trixie!" She stated nervously taking small pauses between words making me chuckle a bit at such a name and how nervously she said it. She gave me a small frown as I turned away to contain myself and let out a few slips of laughter out.

"And what might yours be?" She asked with a daring tone making me turn back to her and place my thumb on my chest, I smiled back confidently as mimicked how she introduced herself.

"I'm the Totally Confused and Random Dude…Nah it's just Ben!" I said chuckling a bit making her pout. I smiled before rolling my eyes at her actions, although the way she introduced herself was funny, to say the least.

"I'm just playing around, no need for that!" I said trying to get rid of that expression on her, she looked up at me before giggling a slight bit, she quickly corrected herself and shook those giggles away as she turned to me seriously. I continued smiling at her as she cleared her throat to speak.

"Fine…Trixie demands you tell her how you made your friend an Alicorn!" She exclaimed as she placed a hoof out in my direction. I lifted an eyebrow and I crossed my hands across my chest as I became slightly serious.

"Why?" I asked making her frown as she asked the same thing again but now I wasn't going to waste time when I needed to get home. I ignored her and began my pace towards Flutters home without saying a word, I ignored her for two reasons: I had to get to Flutters and I wasn't going to let her know about the Alicorn business. With that being said, I didn't really admire my actions.

"TRIXIE DEMANDS YOU STOP!"

I stopped before turning to her and tilting my head in confusion and mockery. She panted heavily from that last yell as her horn glowed with a beam extending out to me. I quickly turned down to the beam as I noticed it seemed to be pulling out something out of me, without a moment to lose I quickly unleashed my sword on the beam making it shatter like glass before it evaporated into the air. I was a bit shocked by her move but I was feeling a bit soft at the moment.

"Okay now you're getting on my bad side, I'm not going to tell you anything because I don't know!" I exclaimed as I turned and began to walk off again only to be stopped by her voice again. I stopped and bit my tongue as I turned back to her holding an embarrassed look as she looked down at the ground.

"Yes?" I asked, a bit annoyed by her stubbornness, she looked up at me before at the ground as she used her hoof to make imaginary circles on the grass hinting towards something. I stared at her as she tilted her head to one side and blushed making me a bit nervous but I kept my composure. I focused closely on her as she looked up at me again with a strange seductive smile.

"What if I offer you something?" She inquired, my hand slightly twitched as I glared at her with a curious look, my interest had been triggered.

"What could you have to convince me?" I asked, I really didn't know how low she could go but it was interesting to find out considering I was already expecting the obvious. Her actions and the way she was acting was enough to predict.

She giggled a bit as she became seductive, she approached me and rubbed her head on my leg as she gave me a glimpse of her lustful eyes. A grin appeared inside my mind as I recalled my prediction, I was prepared with an answer.

"How about me…"

"No." I bluntly responded, I wasn't going to let sex be my last straw, although, she was cute, to be honest. I felt the wave of words come at me as I stared at her confused and angered look.

"Wha-NO!? HOW CAN YOU REFUSE THE CHARMING AND BEAUTIFUL TRIXIE!?"

"Like this, NO!" I said ending the conversation and turning away and walking away again, I didn't like doing this, I thought that ignoring her would make drop the question but I was wrongly mistaken. I felt a strong tug on my pants as I looked down to see Trixie using her teeth to stop me from walking away using her hind hooves to brake.

"Wha-HEY, LET GO!" I exclaimed trying to drag my leg but she forced me to a stop using her magic. I looked at her as she glared at me, angered, and began to speak despite having my pants between her teeth.

"YOU ACCEPTED LUNA'S BODY, WHY CAN'T YOU ACCEPT TRIXIE'S!?"

I paused and stopped struggling against her magic making her let go and place her hoof over her chest at me as she coughed out the taste of fabric from her mouth. I stared ahead of me into the lights that barely made it through the thick tree line.

"What…how do you know about that?" I dumbfoundedly asked refusing to look back at her, I had no idea how she knew but she did. Her silence forced me to turn around to her as she rubbed her hooves nervously and gave a slightly nervous giggle, I looked down at her as she refused to look at me.

"Trixie saw you come out of Everfree forest…and followed…" She said looking up at me with an embarrassed look. I lifted my head and thought about it, when I came out of Everfree Forest it was my first time meeting other ponies but I never met her there. I lifted my hand to my chin as I thought back to then and tried to recall any memories from then on.

"You were there?" I asked a bit interested, she nodded silently and looked up at me with a broken smile. She seemed harmless, but it didn't excuse that she stalked me. I looked at her off the corner of my eye as I turned away and thought about something.

"How long have you followed me?"

She remained silent letting me know she's been doing it frequently, I sighed deeply as I turned back and kneeled down to her and looked at her from under her hat. She jumped a bit upon seeing me appear and stared at me curiously.

"I guess you meant no harm, I'm sorry for ignoring you but I really can't tell how to become an Alicorn," I said hoping she could understand, she looked down at the ground disappointed for a few seconds before looking up at me with a smile. I looked back at her as she got up on her hind hooves and pecked me a kiss on the cheek before getting on her fours. I froze before placing my hand on my cheek and rubbing it gently as Trixie grinned at me with a small blush.

"Trixie wasn't here for the information…but it was worth a try," She said as she took a few steps back and giggled as she wrapped herself in her own blue glow. I looked up at her as she looked at me, I didn't know if I should stop her to ask what she meant or if I should let it be.

"Trixie demands you not speak of this with anypony! Oh…and bye!" She stated before disappearing into her glow and fading away, I stared where she stood as I lifted myself off my feet and shook my head quickly.

"What the hell was that? Shit, I'm going home…" I whispered under my breath as I began my way to Flutter's home but at a slower pace as I thought about this Trixie pony. I couldn't say I wasn't intrigued by how fast that just happened and that I had something strange to ponder about. The fact that I still had questions made me slightly pissed that I let her leave so quickly, or even asked anything about who she was. I cursed at myself as I continued to think about what I did know.

"If she wasn't with me for Alicorn business, it was probably in an attempt to get closer to me," I said to myself as I tried to comprehend everything but it was all mixing in with what awaited me at Flutter's home. I continued to think about it until it got too heavy and I placed it aside for the sake of my mind.

"I guess I'll keep it hidden for now,"

In minutes of walking with my eyes closed, to calm down, I felt a light breeze flow by my face before opening my eyes. I had exited the forest and the lights of Ponyville flooded my eyes making me squint at the glare as I smiled gently.

"Looks like many are still up," I thought as I looked up to the moon, it was only about two hours past nightfall. I sighed at the sight as I began to walk over to Flutters home, I could have flown or even teleported to her house but I enjoyed the bliss of night and the beauty that accompanied it.

I walked past many homes and waved at a few ponies that spotted me as I continued walking, everything looked fine here. After more minutes walking, I found myself with my hand on Flutter's doorknob as I slowly opened the door and looked inside. The house seemed empty…except for the huge box in the middle of the room.

"What is that?" I whispered as I slowly made myself to the box and crouched down by it. It had my full name written on it with a heart over the "I" and "J" in Rarity's handwriting, the box looked like a normal packaging box. I curiously studied the box before using my sword to cut away at the seal down the middle and studying the inside. It was full of all types of clothes, from shorts to shirts and even gym clothes.

"Woah, she outdid herself! Is that a headband?!"

I studied all the things inside the box as I pulled out all the clothes and stacked them into separate piles. I placed the headband on my head before grabbing more and making a fool out of myself as I played around. Admiring the clothes, I hadn't noticed who had actually approached me from behind and gave me a slight scare when they tapped my shoulder. I jumped in response and flipped myself around to face Dash with a shirt in my hand as a weapon.

"Hey, it's just me!" Dash quickly reassured as she retracted herself with her hooves out to me, I shook away the goosebumps as I looked down to my hand and quickly hid the shirt behind me, a bit embarrassed. She giggled as she looked at the piles of clothes I had made and picked up a shirt that had an interesting design to it.

"I like this one!" She said flying up to show me the full shirt, I studied it a few seconds before pulling out my sword and placing it side by side to the shirt. My eyes widened at the impressive similarity between the dragon on my sword and the one on the shirt.

"She really outdid herself! They're identical!" I exclaimed turning my sword's face to Dash making her exchange looks between the shirt and sword before she reacted the same way I did. I nodded as I unwrapped my holster and slid my sword in it, Dash observed as I placed the holster by the couch, carelessly. She continued looking at me as I selected various clothes from the different piles of clothes I made.

"I'm gonna shower, I'll be right back!" I said as I dart off to the shower leaving her alone. I set up the shower and placed my clothes into a basket off to the side as I walked into the cool water. I'm a quick-shower guy and in about ten minutes I was done with everything. I dried myself off and quickly placed on all my clothes and brushed my teeth with the brush I was given.

"Ah…record timing," I whispered to myself as I flattened my hair with my hand only for it to stand up again. I smiled as I observed myself with a new shirt, this shirt had a different design from the others, it was button down and was a pure mix of white and baby blue. I picked up my gloves and shoved them into my pocket of my new deep blue jeans, I remained barefooted for the moment despite the socks that came in the box. I quickly flung the door wide open as I presented myself to Dash

"I'm out! Oh…?" I said stepping out of the shower before looking at Dash, she had the shirt from earlier on her. I stared at her curiously, she had somehow managed to place the shirt on her but she put it on perfectly, it was just way too big for her. We stared at each other in awkward silence until she slowly grew red around her cheeks.

"Umm…Hey…" She waved making me wave back unintentionally as I walked up to her, she was on the floor with no explanation for how she got into my clothes. I chuckled as kneeled down to help her out of the shirt, she gave me an embarrassed smile as I grabbed the shirt from under.

"Raise your hooves up,"

"O-okay…"

Once she lifted her hooves up I quickly lifted the shirt right off her and she fanned her wings out, she must not have been able to move them in the shirt. She sighed in relief as she stretched her wings out before stretching out her whole body. I smiled as I placed the shirt in the pile it belonged before putting all the piles into the box they came in.

"So…how did you end up in my shirt?" I asked as I placed the box aside and threw myself on the small couch. She looked up at me and giggled as she tilted her head from embarrassment and played with her hooves.

"I was kinda curious," She responded making me smile, she looked cute when she had the shirt over her but she was cuter when embarrassed.

"I thought so…"

"Of course, you did," She sarcastically said as she threw herself on the same couch I was on and placed her hooves on her face. I looked at her off the corner of my eye before looking ahead to the wall and probably pondering the same she did.

"Dash, where is Flutters?"

She looked at me as if I had told her a joke that wasn't funny, I returned the same look at her.

"I thought she was here…" Dash responded making me nod as I agreed with her, for a few seconds we didn't react until if finally hit us: she was missing. Dash quickly perked up and I placed on my socks and shoes as Dash quickly went about checking every room rapidly.

"She's not here!" She said making me rise off the couch and slowly inspect the house again, hoping that she inspected so fast that she missed her. After a few minutes of searching nothing came up but me and Dash staring at each other, worried for our friend.

"Damn it, where could she be?" I asked out loud as I walked into the kitchen, the house was empty besides the animals she took care of. I shook my head before walking out the house into the open darkness of night followed by Dash. Once out of the house I looked up into the night sky and sighed deeply as I looked out to town, still alive with lights.

"Do you think she's still-"

"LET'S GO!"

In town K held in his hands a book about Equestria as he quickly skimmed about the pages. He had by his side three piles of books that he had already reviewed but didn't find the information he searched for. As he continued skimming through pages, he quickly turned a page before stopping and violently placing his finger on the page.

"What have we here?" He deviously whispered as he ran his finger down the page slowly, once he reached the bottom of the page he continued reading about twenty-five more pages before he came to a full stop. He chuckled an evil laughter as she placed the book down and looked up to the ceiling of Twilight's home.

"The Changeling Kingdom, the sanctuary of the Changelings…and Queen Chrysalis," K whispered as she pulled out the stone from his pocket and studied it. He chuckled joyously before grinning at the stone as it glowed green, "Jealous, are we? I guess K's here to fix that …"

He put the stone away before quickly standing up off the couch that suited him well. He looked up at the gigantic telescope and admired the size of it before taking a few steps towards a huge map, that had projected buildings and places. K studied it intensely, taking mental notes on many places and whispering out the names of the main places to remember.

"Cloudsdale, Canterlot, Manehattan, The Crystal Empire, and The Changeling Kingdom," He whispered as he quickly nodded and placed his hand according to the compass on the map.

"The Changeling Kingdom…due southwest of here…that way," He said as he aimed a finger in the direction of a window. He grinned as he looked out the window and chuckled loudly.

"Get ready Chrysalis cause I'm comin' at full speed," He said as he placed his fingers on his head and concentrated on Ben's energy, "Found ya!"

poof*

"Damn it, she's nowhere to be found!" I panted, Dash did the same as we practically circled Ponyville in search for Flutters. I felt Dash lean up against my face as she threw herself over my shoulder, completely exhausted, she was worried sick about Flutters wellbeing.

"She has to be around here! She has to!" She cried out as she tried her best to move but her body rejected her commands.

"Just rest, for now, we'll find her," I reassured her, I took a few seconds to breathe in the heavy air of the night before getting back onto the search.

"Alright, lets-"

Poof*

"K!" I faithfully exclaimed as I saw him emerge from nowhere even Dash had quickly jolted up at his sight. He stared at us confused by our sudden cry, we both gave him our looks of faith as we explained it all to him. He quickly grinned at us when we finished the summary.

"No worried, Flutters should be easy to find…wait up," He said as he placed his hand on his head and closed his eyes. We both stared at K as he tightened his eyes and forced himself to find her location. After a few seconds of searching, we quickly opened his eyes and glared a frown towards the ground.

"Hey, Ben?"

"You found her?!" Dash quickly interrupted, He stared at her before clearing his throat.

"Yeah, but she's sorta…how do I put it…in heat,"

"WHAT!?" I asked loudly startling Dash, K kept his hand to his head as he concentrated more on what he was seeing through his mental image. I waited anxiously with Dash, he had his hand up at us to halt us from asking. After a few seconds of silence, he put his hand down and gave a nervous smile.

"Well…she might be in heat, she's home with her hoof between her legs and drenching her bed in sweat…" He explained as a grin slowly appeared on his face, both me and Dash stared at him in disbelief as he continued to change expressions.

"Wha-okay thanks, LET'S GO DASH!" I yelled as I quickly lifted myself off the ground and took flight towards Flutters home as fast as I could, I looked below me as I saw Dash struggling to keep up. I slightly grinned down at her, now that I knew Flutters was home and she's doing it with herself, I could enjoy breathing.

"WOOHOO!" I cheered as I let myself fall idol out of the sky and fall to my feet.

"YOUR INSANE!" She cheered down at me, I quickly turned around to her while freefalling and have gave her a nod of agreement before turning back around. In seconds, my feet hit the ground and I was forced into a roll before braking with my feet and standing straight up. I chuckled as I noticed my aim wasn't bad, I managed to land right at the doorway.

"Ha! WICKED!" She complimented as I panted heavily after that move.

"Thanks!"

After a brief moment to catch our breaths I let my hand guide the door open as we entered. We entered the house and within seconds of thinking it through Dash yelled out for Flutters and I stood alongside her with my hands over my ears.

"FLUTTER SHY WHERE ARE YOU!?"

"In my bedroom, silly!" I said leaning down to her, she lowered her cupped hooves off her mouth before scratching the back of her head.

"Oh yeah!"

"Yeah, now follow me," I said as I walked over to my bedroom door and hovered my hand over the door. Dash encouraged me to open it but I couldn't when I knew what I would find, we spent a few seconds trying to convince ourselves until she finally took over.

"Move over!"

"WAIT DASH!" I exclaimed but by then she had already opened the door with her hoof out, I quickly took a step back and watched to see how this would play out.

"FLUTTER…shy…oh…"

I looked over at her as she quickly turned away from what she was seeing and stared at me fully embarrassed about what she had done. I facepalmed myself as she stared at me wide-eyed after what she saw.

"Now we have no choice," I stated as I placed my hands on the wall that divided the room and prepared myself.

"What does that mean…?"

"This!"

I quickly flung myself around the wall and into her room, Dash gave me a petrified look as I pulled off the perfect grin. I found it hard to keep this grin on me as Flutters stared at me, frozen like a statue. She sat upright on the bed with her mouth wide open in embarrassment.

"Heyyy…Flutters!"

She didn't respond, she continued frozen.

"You okay?"

She remained idol.

"Okay then, you're not okay…alright…let's see what I can do!" I said as I rubbed my hands and gave her a bit of a sadistic smile as I neared her from the right. She remained frozen nonetheless, but I knew something that would make her active. Before pulling off my scheme I looked at Dash and signaled her over, she was hesitant but came over.

"Okay Dash, she's frozen with something! So, you put your hoof between her legs!"

"WHAT!? NO WAY!" She countered back at me making close my eyes as she created a breeze with her voice. She was blushing strongly at the sudden request but if she wasn't going to cooperate then I would.

"Fine, would you rather I, do it?" I asked making her widen her eyes, I had placed her between a difficult decision. She glared a pout to me as she lifted her hoof and hovering it over Flutters legs, slowly and hesitantly. I stared amazed as she closed her eyes and sunk her hoof between the crevasse in Flutter's legs.

"Okay, now what!?" She asked with her eyes still glued closed, I grinned at her as I felt a bit…playful. Anyways, I needed to get them in the mood before doing anything.

"How does it feel?"

"What?" She asked calmly confused about what I asked and what I meant. I chuckled silently as I grabbed her hoof and began to slowly slide it in and out of Flutter's legs.

"WHAT ARE YOU DOING!?" She quickly exclaimed, tightening her eyes more and blushing like never before seen. I continued as I slowly began feeling a bit more "in the moment". Dash seemed to be a bit more uncomfortable and she held her breath as I forced her hoof to continue sliding up and down.

"How does it feel?" I asked again in a more seductive tone, she let out her breath and seemed to take control of her hoof. I slowly let go of her hoof letting her take over, as expected, she continued without my influence.

"It feels…wet...and warm…" She shuttered as she continued to go on with her, her eyes remained closed but she loosened the force she used to keep them closed. I smiled at her response and looked up to Flutters, she was now taking a few choppy breaths but remained silent still a bit shocked. I smirked before looking at Dash's hoof.

"Drive your hoof in…" I demanded as I scooted in closer to Dash's side, I gave Flutter's a slight push that made her fall on her back motionless. My plan hadn't worked to the point I hoped for but now she breathing more than before, a sign of better things to come. Dash, having her hoof in between Flutter's legs, was pulled down my Flutters and fell down alongside her.

"Wha-what!? What happened...WHAT ARE YOU DOING!?" She yelled out as I slightly placed her hoof over Flutters snatch, lovely sight. She trembled as I forced her hoof to slid up and down and tease Flutters, Dash remained with her eyes closed as I guided her hoof slightly into Flutters. She tightened her eyes before slightly opening one.

"Dash, your hoof… is…warm…"

Both me and Dash quickly perked up slightly as Flutters had finally responded. Dash opened her eyes and stared into Flutters half-shut lustful eyes before looking below her at her hoof. I had let go of her hoof once more and she had taken full control again.

"You're finally awake," I said making her pant out a heavy breath followed by steamy saliva. Dash stared at her wide-eyed, not knowing what to do. I grinned at her confusion and decided it's time I join in, I got myself behind Dash on the bed and ran my hand over her belly before running below her "waistline"

"Wha-Ben…don't do that…" She panted heavily as I let a finger play tease with her slit. She clenched her teeth as she ran her own hoof deeper into Flutters, making her moan loudly. Dash stared into Flutter's eyes, moaning like she did as I shoved a finger into her. Considering they were smaller compared to the princesses, they would have smaller…bits, I might have to take it easy.

"It's so warm…Ben…no…" Dash moaned as her face slowly twitched into a smile, I smiled along with her as I guided another finger in. The more I upped a gear the deeper she forced her hoof into Flutters. Flutters quickly threw her hooves around Dash, gripping her tight as she neared her climax that she had played with before we even got to her.

"Looks like Flutters is suffering the consequence of starting without us," I whispered in Dash's ear as I forced in another finger and bit down on her ear gently, she lustfully smiled as she did her chain effect. She moaned louder and took quicker breaths as I violently messed her up and she did the same to Flutters.

"Dash! it's too deep!" Flutters exclaimed as she tightened her embrace around Dash and pressing her mouth to hers. Dash returned at her and pleasured her above and below as Flutters was at the brink of her climax.

"I know!" Dash responded as she felt the same pleasure from my fingers and pressed her lips on tighter to Flutters. Both of them moaned loudly they finally reached there point and just needed that extra push, I let my fingers grab onto the end of Dash's clitoris and pulled strongly making her lose her mind along with Flutters as they moaned out of control and showered the bedsheets. They panted heavily as they released each other from their mouths and let their heads rest on the pillow they both fit in.

I glanced at them as they both gave each other a lustful glare before turning to me with devious smiles. I stared at them confused before they quickly jumped me pinned me down to the bed, I was a bit terrified by the sudden occurrence. They giggled at each other as they made their way down my waistline and to the hill on my pants.

"We can't fully enjoy this if we don't include you in!" Dash said as a bit of saliva drooled from her mouth, Flutters stared at the bulge in my pants curiously as she poked at it making me groan a bit in pain. Without hesitation Dash gripped the button on the pants with her teeth and ripped it clean off, unnerving me.

"You're not gonna do that with me, are you?"

"We'll see…"

"Oh no..."