WARNING!

This chapter contains foalcon, as in… three fillies having sex with an unconscious futanari mare, if this isn’t your cup of tea, then please back out and save what is left of your sanity. I certainly won’t judge because I’m the sick prick that wrote this chapter, dood.

I don’t want people walking into something they don’t want to be a part of, dood. So this is my disclaimer and warning for the chapter, dood.

“Alright girls; on to the next item of the aj-aji-aju…” Applebloom sat in confusion trying to pronounce the word.

“Agenda,” Sweetie Belle said.

“What she said, agenda. The evil colt-filly called ‘Twilight Sparkle’.”

Sweetie Belle and Scootaloo nodded in agreement. Something must be done about Twilight. Rainbow Dash openly admitted to having sex with the purple unicorn, and Sweetie Belle had seen Twilight have sex with Rarity.

Applebloom believed that Applejack was the next on Twilight’s list of ponies she was going to do ‘adult things’ with; a situation that the crusaders would have to prevent.

“So anyone got a plan to stop Twilight?” Applebloom asked.

“I say we cut his colt parts off, so he’ll never need to use it again,” Scootaloo muttered.

“I don’t think we can do that, Daring would be mad at us, and wouldn’t that hurt?” Sweetie Belle asked. Scootaloo was about to retort but Sweetie was right…if Twilight really was a colt, it might hurt a lot to lose something that was connected to you, like a wing or a horn.

“Maybe we can threaten to tell everyone in Ponyville that Twilight is a colt,” Sweetie Belle added.

“We promised our sisters and Twilight not to tell, remember?” Applebloom said, causing her unicorn friend to groan.

Scootaloo’s eyes flashed as a brilliant idea came to mind. “How about we try and make sure Twilight will never do it? Maybe we can get her before she gets Applejack.”

“How would we do that?” Applebloom asked.

“Well first--” Scootaloo stopped short. She had no idea how to ‘get’ Twilight.

Sweetie Belle rubbed her chin, humming over the idea. It was a good plan, prevention always was, but they needed to know how they would go about it. “I’m sorry girls, but I think we’ll need to *gulp* study.” She was met with two groans from her friends.

“We can’t study, we got crusading to do later today,” Applebloom whined.

“What’s more important? Keeping Ponyville safe from a ego-maniacal unicorn that looks like a mare but is actually a colt and keep him for doing adult stuff to Applejack? Or doing whatever comes to mind in hopes that we get a Cutie Mark out of it?” Sweetie exclaimed. Her three friends turned to each other and let out a combined sigh.

“Where do we start?” Scootaloo uttered.

“First, we’ll need to ask Ms. Cheerilee about how colts work. Maybe she’ll tell us a way that will keep colts, and Twilight, away. Then we get as much material on that and study… then we use that information against Twilight. And that’s it, we saved Ponyville,” Sweetie Belle explained.

“Alright, we’ll do it your way,” Scootaloo sighed.

“Tomorrow we’ll ask Ms. Cheerilee, but we better hunker down for a while… I don’t think studying is going to be quick,” Applebloom grimaced. The three fillies called the meeting and left the clubhouse.

Ms. Cheerilee was flabbergasted. Applebloom and her friends came up to her and asked her about the birds and the bees. While, as a teacher, it was her job to provide knowledge,  this was more of a parental matter.

“Uh… well… When a Mommy and… a Daddy love each other very much…” Cheerilee said, still shocked that she’s answering at all.

“We know all that stuff, we wanna know how colt parts work,” Applebloom uttered.

Then and there Cheerilee decided that she would love to go on vacation. “Why would you need to know this?”

“It’s for the sake of Ponyville, ma’am,” Sweetie Belle replied.

Knowing how a penis works will save Ponyville. Cheerilee never thought she’d hear that excuse outside of mating season. “I still don’t understand, girls; this all seems… outlandish.”

Scootaloo groaned in frustration. “Look, we need to learn how colt parts work because there’s a colt in Ponyville that’s trying to put his colt parts in everypony in Ponyville. He already got my hero, Rainbow Dash, and Sweetie Belle’s sister. You have to help us stop him!”

It was at this point Cheerilee wanted to know what colt in Ponyville managed to have sex with Rarity and Rainbow Dash. Maybe it was actually… “What colt?”

“We can’t tell you, that’s top secret, ma’am.” Applebloom said, trying to imitate a royal guard as much as possible, along with her friends.

“If you tell me who… I’ll tell you what you want to know,” Ms. Cheerilee bartered, suppressing a giggle when she heard her students groan.

“Okay… it’s Twilight Sparkle, the librarian… but keep it a secret, we found out that as soon as anypony finds out that Twilight is actually a colt, they go chase him down and get him to put his colt parts inside them,” Scootaloo whispered.

Cheerilee was sorta shocked to her it was Twilight and not another of her friends, small world evidently. “Thank you; what do you actually need to know about colt parts that could save Ponyville from Twilight?”

“You ain’t going to run off and get Twilight to put his colt parts in you?”

“Why? Just because Twilight was born the way she was, doesn’t mean I have to chase her down and have intercourse with her, that’s silly,” Cheerilee chuckled. She noted that the girls gave a collective sigh of relief.

“Well, we need to know why colts put their colt parts into fillies; and what we could do to make that thing stop from ever wanting to put it in another filly…” Sweetie Belle said, causing Cheerilee’s smile to vanish.

The girls just told her that in order to save Ponyville, these girls will have to make Twilight cum and they wanna know how to do that. “Girls, you… can’t do that. How exactly will… I can’t think!” Cheerilee cried, she felt like smoke coming from her malfunctioning brain could fume out her ears right now.

The girls turned and left the teacher to her inner turmoil. They learned that Cheerilee is safe from Twilight at least, but they didn’t really learn anything, other than other big words to look up. They decided to go to the library, not to confront Twilight, just use her books against her.

The girls sat in their clubhouse going through all the books Spike gave them, when he heard that the Cutie Mark Crusaders wanted to stop Twilight from taking over Ponyville with his colt parts, he was more than willing to help them with whatever they needed.

“What does ‘stimulate’ mean?” Applebloom asked.

“Touching a sensitive part of the somepony’s special place, like when you touch it you really feel it,” Sweetie Belle replied.

“What does ‘ejaculate’ mean?” Scootaloo asked.

“Uhh… I think it’s when a colt shoots that white stuff, remember when that thick white stuff started to come out of Daring while we were watching them?” Scootaloo nodded. “That white stuff actually came out of Twilight.”

“Oh.”

“How do you know so much about this, Sweetie?” Applebloom asked.

“I… accidentally watched Twilight and Rarity do adult stuff in her room… and Rarity has a lot of adult books in her room,” Sweetie blushed.

“Oh, then we’ll need you to lead us through this then, okay?” Applebloom stated.

“Okay then…” Sweetie Belle said, unsure if that was a wise choice.

After a few moment of reading, they believe that have the jist of what they must do, they must make Twilight shoot her white stuff so hard, that she’ll never want to do adult stuff, or sex as the books called it, again. They now needed a plan to get Twilight alone… a sleepover!

“No, girls,” Twilight said.

“Aww, why not?” Applebloom asked.

“Because Cheerilee came running at me and told me what you girls were planning. Girls; your sisters, Rainbow Dash, and even myself, don’t want you to throw away your virginities just for some pointless adventure. I am happy with what I have now, I don’t need to have sex with every mare in Ponyville, and I’d like to keep it that way, okay?”

“Aww,” the girls said in unison. “Do our sisters know?”

“What? No, how awkward would that be? ‘Hey Applejack, Hi Rarity; you sisters wanted to have sex with me so that they can keep me from having sex with you and the rest of Ponyville. Isn’t that a laugh?’ It would be beyond awkward, not to mention you sisters would probably kill me,” Twilight uttered, rubbing the back of her neck.

The girls walked away defeated, Twilight knew their plan and they refused to let them have a sleepover at the library, they needed a new plan. They went back to the Clubhouse to think up a new strategy, they aren’t going to let this setback stop them.

“Maybe we can ask Zecora if she has anything that could help us subdue Twilight,

like knock her out?”

“Yea, let’s go!”

The girls left their clubhouse and made way for Zecora’s cottage, the walk was uneventful fortunately, but they had to choose their words carefully… or it’ll end up the same way it did with Cheerilee and Twilight.

They reached the cottage to see Zecora returning from her herb hunting. “Greetings my little ponies; come in and warm your bodies.”

The girls smiled and followed the zebra into her hut. “Now, Applebloom, you need something, I assume?”

“Yea, we need something that can knock a pony out for a while,” Applebloom asked.

Zecora quirked an eyebrow, rather confused by the order. “You wish to subdue? But why and who?”

Applebloom froze for a moment, fortunately Scootaloo came to the rescue. “We wanna prank Twilight for making us read the dictionary.”

Zecora smiled and let out a calming chuckle. “Very well, my friends; I’ll be back with your blends.” With that, she turned and went to looking for a potion.

“The potion is ready, simply stay steady. When the brew enters the mare, another trick for you to share,” Zecora said, smiling.

The girls looked at the blue potion in awe, they gave Zecora a polite nod and thanks before leaving with their new bounty. Now to Isolate Twilight, and make sure no one interrupts them, or it could spell disaster for them.

After convincing Spike to beat it in the nicest way possible, the girls now stood in the bedroom of Twilight Sparkle. Twilight was still reading at her desk with a cup of tea next to her, occasionally taking sips from it yet never turning her attention away from the book.

Scootaloo took the potion and stealthily made her way to Twilight’s desk, trying not to alert the purple unicorn of her presence.  She carefully uncorked the potion and dumped its contents into the tea. She backed away quickly, but sighing in relief that Twilight hadn’t acknowledged them yet.

After a moment of waiting, Twilight took a sip from the tea and started to shake her head. “No…I must finish this chapter by tonight, I can’t *yawn* let my studies… go to waste,” the librarian mumbled. She was constantly dipping her head, fighting to stay awake.

But as the girls smiled, Twilight finally collapsed next to her desk, drifting off to sleep. The crusaders quickly and dragged the lilac unicorn to the center of the room, her penis on display for the world to enjoy, should the world be in Twilight’s bedroom at that time.

“So what now?” Applebloom asked.

Sweetie Belle thought to herself. According to Rarity’s books, the mare would try to please the stallion by using her hooves and mouth on his penis. “I think we should try and put our hooves on Twilight’s colt…ness.”

“What? Eww,” was her response.

“Remember, we have to ‘stimulate’ it, and if wanna make Twilight ‘ejaculate’ so hard that she’ll never need to have ‘sex’ again, then we have to,” Sweetie Belle claimed, the girls looked to each other and nodded as one, as they started to circle the flaccid purple member.

“So who’s first?” Applebloom asked.

“I say Sweetie Belle, it was her plan to do this after all,” Scootaloo said.

Sweetie Belle looked down at unconscious mare’s penis; it looked like a small filly’s leg attached to the groin of an adult pony, but with a darker color than the rest of Twilight. She swallowed a breath and closed her eyes and extended a hoof, placing it carefully on one side of the member.

The girls jumped when they saw it, except Sweetie who felt it, flinch. Sweetie felt the member warm up a little; finding that it won’t hurt her, she began to move her hoof along the member, stroking it with care. The purple member began to grow, Sweetie noted that the length was also harder and refused to bend like it used to be.

“That’s… is it supposed to grow?” Scootaloo uttered, slightly intimidated by the size of it.

“I guess so, or it wouldn’t have happened, right?” Applebloom replied.

“This is Twilight, everything magic and weird happens around her,” Scootaloo retorted, she turned to see Sweetie Belle staring at the member. “I think we gotta do more to it.”

“What’s this ‘we’ stuff? I’m the one touching this thing,” Sweetie said. “How about you touch it?”

“What? No, I don’t wanna touch it.”

“Why not? You chicken?”

“I’m not a chicken…” Scootaloo cried, she stopped to find that the potion still had its grip over Twilight. “I just don’t wanna.”

“I bet if Rainbow Dash was here, she’d touch it all over the place… she would touch it so good,” Applebloom smirked. “And if Rainbow Dash liked touching this, and Sweetie Belle is touching it…does that mean Sweetie Belle is cooler than you?”

“Sweetie isn’t cooler than me,” Scootaloo snarled, pushing the white filly out of her way as she began to rub both hooves along the purple dick. “I’ll show you who’s cooler.”

“Didn’t Rainbow use her mouth too?” Applebloom goaded, knowing it would work.

Scootaloo shot a death glare to her earth pony friend before giving the tip a lick. She was surprised to find that it… didn’t taste all that bad, not great, like tasting a very salty raspberry. She slowly began to run her tongue along the cock.

Sweetie Belle and Applebloom sat on the side lines, watching Scootaloo lick Twilight’s colt parts like it was Ice Cream, determined to be just as cool as Rainbow Dash… since Dash herself probably did this herself. Applebloom felt useless though, Sweetie got Twilight warmed up and Scootaloo was now trying to finish the job; she had to find something to do.

“Sweetie, is there any other way to help finish this faster?” Applebloom asked.

Sweetie Belle thought about it for a bit. “You could help Scootaloo lick it; it looks like she isn’t getting the other side.”

Applebloom’s face soured, she didn’t exactly want to have her face anywhere near the enemy’s weapon, especially if it tasted bad. “Scootaloo, what does it taste like?”

Scootaloo withdrew and licked her lips curiously, “It’s like a fruit that somepony put a lot of salt on, like a raspberry or a strawberry.”

Applebloom nodded her thanks as she thought about it more, she liked raspberries and strawberries, but she never really had salt, maybe a few times. She sucked in a breath and walked over. She climbed onto Twilight’s belly, with her flank near the older mare’s face. Applebloom gave the member a few rubs before giving it an experimental lick, then another, then a few more.

Sweetie Belle felt a heat in her crotch, and began to rub it as she watched her friends use their mouths on Twilight’s dick, the older unicorn sometimes flinched but she remained deep in her slumber.

Feeling bolder, Applebloom tried to stand on Twilight’s barrel and took the head into her mouth, sucking on the head while Scootaloo remained focused on the shaft.

Sweetie noticed that Twilight was groaning in her sleep, she wasn’t sure what was going on but she better warn her friend at least. “Girls, Twilight’s acting weird; I think she’s waking up!”

But it was too late, as a loud groan from the lavender mare took them by surprise. Applebloom’s eyes went wide as a strange goo entered her mouth, she released the head as it launched several more salvos into the air, landing in the manes and fur of her and Scootaloo.

Applebloom tried to spit out the goo, while Scootaloo tried to get it out of her mane to no avail. “What is this stuff? Why is it so sticky?”

“Uhh… I’m not sure, but I think it’s cum,” Sweetie Belle answered.

“Well, it was gross, but we did it!” Scootaloo said, but she saw Sweetie Belle staring at Twilight’s groin. She turned to see that the purple dick didn’t falter. “What?”

“Maybe we have to do more to it?” Applebloom uttered, she turned around to spit more of the seed out.

“Well, doesn’t Twilight put this inside ponies?” Sweetie Belle asked.

“I don’t know, Sweetie… I just had that in me and it wasn’t enough,” Applebloom muttered.

“Not in your mouth, in your rump. Remember when we saw Twilight put it in Daring?” Sweetie Belle said.

Applebloom and Scootaloo ‘Ohhhh’ed in response, understanding what Sweetie meant; but then they turned to their backsides in confusion. “Which hole though?” Scootaloo asked.

“We may have to try each one,” Sweetie muttered. “So who’s first?”

“Not me, my mouth hurts from it shooting all that gunk into it,” Applebloom muttered, flexing her jaw.

“Fine, I’ll do it… I show you girls I’m not chicken,” Scootaloo challenged, moving onto Twilight’s belly.

Applebloom moved behind Scootaloo to help position the dick to enter her orange friend. “Which hole, Scoots?”

“Uhh… let’s try the butt, that’s where the adult stuff happens, doesn’t it?” Scootaloo swallowed her breath, as she kneeled down, flinching when she felt the large member prodding a hole that is far too small for it.

“Hold on,” Sweetie Belle said, causing Applebloom to stop moving the dick. “Doesn’t the first time always hurt? If we put that inside Scootaloo, she’ll scream and Twilight will wake up, we need to find a way to gag Scootaloo so she doesn’t wake her.” Sweetie began her search for something to put in her friends mouth.

Scootaloo didn’t like the whole waiting thing; now that she knows that it will hurt when it enters her, she isn’t so sure she wants to be first anymore. Sweetie Belle returned with a clean cloth, and shoved it into Scootaloo’s mouth. “If it hurts, bite down as hard as you can into the cloth, got it?” Sweetie Belle ordered. Scootaloo nodded.

Applebloom began to position Twilight’s dick for Scootaloo’s backdoor, “okay Scootaloo, you need to push it in.”

Scootaloo, lowered her backside, she felt the resistance her butt had against the large invader. Ultimately it slid along her crack. Applebloom and Sweetie Belle gave a long confused look at their new dilemma.

“Wait a minute…this thing is way too big to fit in there,” Sweetie said, comparing the sizes of Twilight’s dick with Scootaloo’s anus. Should that thing somehow manage to enter, Scootaloo’s butt would break and she’d probably never be able to sit down for the rest of her life. “What about the special place?”

Scootaloo grumbled through the cloth, not liking all this wait. Applebloom repositioned the purple member for Scootaloo’s virgin pussy. This time, Sweetie Belle walked over and sat down on Twilight’s face, her body quivered when the librarian’s breathing tickled her slit.

Sweetie pushed Scootaloo onto the member while Applebloom held it steady, before long… it entered.

Scootaloo screeched through the cloth, and bit down as hard as she could; it felt like Twilight could literally split her in two. She glared at Sweetie Belle, they both knew she wanted the dick out of her, but Sweetie Belle, the traitor, kept her on it.

“Scootaloo, you alright?” Applebloom asked. She became scared as the blood began to trail down Twilight’s member; the sad part was that only the head was inside, poor Scootaloo was only a fifth of the way on the purple penis. “I’ll be right back, just keep going.”

Sweetie Belle felt bad for Scootaloo, she wouldn’t know what kind of pain Scootaloo was in right now, but she had to find a way to make it feel a bit better. Sweetie Belle’s hooves traced Scootaloo’s wings, attempting to negate the pain.

Scootaloo felt the pain slowly drain away as Sweetie Belle fondled her wings, nuzzle her neck, trying to calm her down. She returned the affection hoping that the pain would go away for good.

While they held each other, Sweetie Belle began to grind herself on Twilight’s mouth, shuddering as the lips traced across her pussy. “Come on, we still got a way to go,” Sweetie Belle whispered, slowly pushing Scootaloo down on the purple member.

The orange pegasus felt slightly uncomfortable as she felt Twilight fill her, soon she felt the member reach the end, she felt that there was more of Twilight to take but she couldn’t take anymore, like a wall inside her prevented any more from entering.

“Alright, let’s bring it out then push it back in, okay?” Sweetie Belle cooed, trying to make this ordeal better for her pegasus friend. Scootaloo nodded, and began to move up, feeling the invader leave her.

“Back,” Applebloom returned with a wash cloth, she placed the wet cloth on Twilight’s member, to clean the blood. The girls jumped, Scootaloo's gag flying out of her mouth form the shock, when Twilight gasped and twitched from the cold cloth touching her penis. They stood still, scared of the purple mare, should she wake up; Twilight laid back down, and continued her potion-induced nap, causing the girls to release a sigh.

Scootaloo felt the member feel vastly better, compared to when it first entered her. She began to moan into Sweetie Belle’s fur as she rode the purple mare. Sweetie Belle held the pegasus tightly, continuing to rub herself on Twilight’s mouth.

Applebloom felt uneasy, but she had to do something. She began to lick the part of Twilight that couldn’t get in Scootaloo, thankful that she washed the blood off or this would have been more disturbing than what it actually was to her.

The pegsus’ tiny wings began to beat faster, trying to propel her faster on the length. Her grip on Sweetie tightened as her moans grew in volume. She felt the white unicorn petting her mane as she rode, whispering calming words and the occasional whimpers into her ear.

Scootaloo let out a moan into Sweetie's neck, as her first orgasm ripped through her body, her tiny pussy clenching Twilight's dick even more so. The sudden pleasure felt like that one time she flew on Rainbow Dash's back but better in a strange way. Her fore-limbs tightened around Sweetie Belle while her vagina attempted to milk the purple member.

While she licked, she nudged her legs forward, jumping at the feeling of something wet touching her. She looked down to see a set of purple lips with some liquids leaking from it. “Hey, Twilight has filly parts too.” She abandoned the length to lean down to lick the winking marehood beneath it.

Scootaloo gasped when she felt the tip grow inside her, her fore-legs held Sweetie tighter as she moved faster along Twilight’s cock. She let out a loud moan when she felt the first blast of cum enter her, with such a tight entrance and no exit for the white goo, it forced itself into the filly’s womb, causing her stomach to expand slightly.

Sweetie saw the distress Twilight’s orgasm was causing and pulled Scootaloo off the throbbing member, letting it shoot it’s final few loads into the air and one to the unicorn and pegasus fillies. “Are you alright, Scoots?” Sweetie Belle asked.

“I… I feel fine,” Scootaloo mumbled, beginning to drift off to sleep.

Alright, mission accomplish-” Applebloom tried to say, but she interrupted herself when she saw the still erect penis, “What the hay?”

“But, Scootaloo… she took that thing inside her and it still wants more?” Do we really have to use our butts?” Sweetie Belle whimpered, not wanting to go down that route. They heard hoofsteps coming from below; panicking, Applebloom and Sweetie Belle took Scootaloo and hide, hoping the new pony didn’t see them. “Oh no, we forgot Twilight!”

They watched in horror as Twilight remained motionless as the door sprang open, revealing Pinkie Pie. The party mare found Twilight lying on the ground, dick erect; already her mouth was watering. “Wowie, I actually thought I’d have to beg this time. Ready for some fun, Twily?”

The girls watched Pinkie walk over seductively, they couldn’t do much but watch Pinkie give the purple hard-on a long lick of her tongue. “I wonder who got you ready for me, my Twi-Pie… I gotta ‘thank’ them later, and tell them they taste delicious with your cum.”

The girls’s eyes widened when Pinkie’s mouth opened wide to take Twilight’s cum-slicked member in. They couldn’t believe that Pinkie managed to get the whole thing in her mouth, where Applebloom could barely take the head.  “I think we should get outta here,” Applebloom whispered, Sweetie Belle nodded as she carried Scootaloo on her back, oblivious to the seed dripping from the pegasus’ slit and onto the white filly’s tail.

As they snuck back, they weren’t aware of Pinkie’s eye following them as she blew Twilight, “Boy, I bet you had some fun with those fillies, too bad you weren’t awake for it, Twily,” Pinkie cooed; she got up and got ready to ride on Twilight’s dick for a few hours.

    {The Next Morning}

The girls met Scootaloo at the tree house; due to last night’s activities, Scootaloo couldn’t walk for a while, and Twilight’s cum was still leaking from her body. “So how did it go after I fell asleep?” the orange filly asked.

“We were going to have one of us take Twilight into our butt when Pinkie arrived and started having sex with her, so I hope Pinkie made sure Twilight never does any more adult stuff to anypony else.” Applebloom answered.

“So mission succeeded? Why am I still a mess?” Scootaloo asked, neither girl noticed that Scootaloo was still covered in sperm when they dropped her off at the clubhouse.

“I’ll help clean you up, Scoots.” Sweetie Belle chimed, Applebloom helped Scootaloo onto Sweetie Belle’s back and the two head off to the stream.

“Come back when you’re done, I’ll see if I can figure something out for our Cutie Marks,” Applebloom called out. The two fillies nodded and continued their way.

“So… other than the pain, did it feel good?” Sweetie asked.

“I think after you hugged me and started touching my wings, did Twilight’s thingie start to feel good, still hurt, but it was a good hurt… if that made any sense,” Scootaloo mumbled, not wanting to mention the weird sensation that overtook her body before Twilight came.

“Okay.” When they reached the stream, Sweetie slowly put Scootaloo in the water, the pegasus moaned when the cold water touched her fur. “So… I was wondering…”

“Wondering what?” Scootaloo asked.

“Well, you were pretty brave to do that for us, just to save Applejack and everything…” Sweetie murmured, rubbing her legs together awkwardly… “Wanna go get some milkshakes later?”

strong blush filled Scootaloo’s face when, “I… guess so…sure.”

“Ok cool, I just thought it would be nice to… treat you since… we asked you to do that for us,” Sweetie said.

“As long as Applebloom pays, she still owes me…” Scootaloo grumbled, she felt Sweetie Belle’s hooves running across her fur as she washed the pegasus.

“I meant just the two of us… no Applebloom this time,” Sweetie Belle uttered, blushing harder.

“Like a date?” Scootaloo said…unsure of how to answer but she didn’t want to her hurt friend. “Well, okay sure.”

Sweetie Belle smiled and hugged the pegasus, starting their new relationship.

Next Chapter: A Day at the Spa Estimated time remaining: 52 Minutes