Dusk woke up to a peaceful sigh, sitting up, stretching his arms...........today looked like a peaceful day...........until a flap of paper gently smacked Dusk on the front of his face.

"What is this?" Dusk asked with a grimace across his face. The paper was pierced through Dusk's horn. Using his hoof to pull the paper off his horn, Dusk began to read:

Dear Dusk,

I am going to be away today and most of tomorrow. Apparently Luna believes that there's something between myself and Zecora so she paid for the both of us to go to the Canterlot Royal Spa for the weekend. So I will not be around....

A smile couldn't help but slide across Dusk's face, maybe today would be peaceful after all. Dusk kept reading:

...But don't be upset with my absence. I left you a surprise, it's on the table downstairs.

Have Fun,

Rune

P.S. Spike is coming with us, I needed someone to carry our bags......and yes I paid him in gems.

Dusk let out a deep sigh. "What have you done this time?"

Dusk made his way down the stairs to see Rune's "surprise"; to his surprise and confusion, there was a massive blue and black stripped present with a  large purple bow on top, sitting on the top of the table.

"Oh Celestia what am I going to do with this?" Dusk asked aloud. Turning around he called up the stairs. "Trixie!?"

"What is it Dusk?" Trixie responded, slowly making her way down the stairs, her mane had bed head and her hat was crooked. Her eyes then eyed the present. 'What's in the box?"

"I don't know." Dusk responded looking worried. "Stay here and watch the box, I'll go get the others before we open it."

Trixie yawned, then nodded. Dusk quickly made his way out the door.

........................................................................................................................................................

The pegasus guard escorts that picked up and were giving a ride to Rune, Zecora and Spike gently came  down to the spa with a slow, smooth landing. Everypony jumping out of the gold-ish chariot.

"Thanks mate." Rune nodded to the guards, who in turn nodded back. "Spike do you have everything?"

Spike came around, two large bags under each arm, one balancing on his head and a wheeled bag gripped by his tail.

"Did you really need to bring this much Rune?" Spike asked, already sweating.

"What was that?" Rune asked, casually tossing a small ruby at Spike, who gulped it down with a single crunch.

"Nothing Rune." Spike replied, with a satisfied expression on his face.

"Are you sure this is wise?" Zecora asked Rune. "Using Spike is not what I would advise."

"It's fine." Rune responded, wrapping his hoof around Zecora's back. "Spike's getting well paid for his job and he gets into the Spa for free. He really loved having his talons trimmed."

"Are you enjoying this too much?" Zecora asked in a flirtatiously teasing tone. "Or is it you just like to be touched?"

Rune let out a small chuckle and the three of them headed to the Spa entrance.

........................................................................................................................................................................

"So I wonder what's in the box." Trixie said aloud to herself, pacing back and forth in front of the present.

Trixie has been watching the mystery present for the greater part of an a few hours. Dusk was taking too long and Trixie really wanted to know what was inside the box.

"What is taking Dusk so long?" Trixie asked, slowly making her way to the box. "Maybe a little peek wouldn't hurt, I'll just warp it up again before they return."

Carefully using her magic, Trixie unwrapped the large bow, placing the ends of each ribbon to the side of the box. Next she slowly lifted up the lid of the box, placing it to the side. The box made no noise, nor did anything come out. Trixie leaned over the box, looking inside...........Her jaw dropped: for what was inside was:

"What the BUCK!!!!!!!!!!! Trixie couldn't help but shout, knocking herself to the ground.

The sound of her shout and the sound of her impact was enough to stir the pony-that-looked-like-a-mare-dusk from her sleep. it's eyes burst open but over all made now noise or other reaction. Slowly lifting itself, leaning over the box, the mare stared at Trixie. As the mare attempted to climb out of the box, it knocked the box over to the ground with a bang, landing in front of the petrified Trixie.

The strange mare raised her head towards Trixie, her eyes were empty almost as if this mare had no soul or being.

"What are yo-" Trixie tried to asked, but before she could finish, the mystery mare forced her warm lips to Trixie's unsuspecting lips.

Trixie wanted to put a stop to this but this mare was a really good kisser, she even stuck her wet tongue inside Trixie's mouth. Finding the strength to, Trixie was finally able to push the mare away, her tongue still sticking out of her mouth. Trixie was panting, she didn't think one kiss would take this much out of her.

"What..was..that all...about?" Trixie gasped and panted trying to ask.

The mare showed no sign of getting tired, only her tongue stayed out and her eyes remained empty. Slightly tilting its head down, the mare pounced at Trixie but this time her target was Trixie's wet pussy. Trixie was unable to stop the mare this time, especially since its tongue was making Trixie's body go numb and her mind go blank. The feeling was insatiable, Trixie has played with herself while fantasizing about her and Dusk, but it has never crossed her mind that a mare could make her feel like this. Maybe she should keep this mare going. Why resist, enjoy the pleasure. But it was not meant to last. Right when Trixie was about to reach her biggest orgasm, but it wasn't meant to be.

"TRIXIE!!!?" Dusk shouted from the open doorway. "What are you doing?"

Trixie looked up to see Dusk, along with other mares at the front door. Well except for Fluttershy.....she fainted.

"No!!" Trixie's body trembled and her pussy quivered. The feeling of other ponies watching her have sex was too much. "DON'T WATCH!!!" Trixie came her pussy juices inside the mystery mare's open and eager mouth, swallowing some of it.

"Trixie?!" Dusk wanted to pretend he didn't just see that. "Are you-"

Before he could finish, the mare somehow moved from Trixie to Dusk, pressing her open mouth onto Dusk's, forcing some of Trixie's juices into his mouth, to which he accidentally swallowed.

"WHAT ARE YOU DOING TO MY DARLING!!?" Rarity shouted, pushing the mare away from Dusk; knocking her to the ground. "Are you okay Darling?"

"I'm fine." Dusk answered, not too sure himself. 'Did she put her tongue in my mouth too?' He thought. "More importantly, who are you?" He asked the mare.

The mare simply tilted her head as if confused by the question.

"Do you understand me?" Dusk asked again.

The mare did not respond, nor did she move.

"Twilight." Pinkie Pie suddenly stated.

"What did you say?" Dusk asked, turning his head towards Pinkie, who was standing besides the overturn box, holding a piece of paper.

"It says here that her name is 'Twilight'" Pinkie responded, passing the paper towards Dusk.

Dusk began to read:

Hello,

My name is Twilight. I cannot talk, ponies confuse me and I have the social skills of a tree stump. Please teach me how to be social and hopefully to talk.

P.S. I cannot tell whether it is or is not okay to spontaneously molest other ponies.

Dusk's expression was a very blank, almost annoyed look. 'What did Rune do this time?' He thought. "So Twilight what do you want to-"

Looking back at Twilight, Dusk was cut off at the sight of Twilight now with her face between Rainbow Dash's legs, causing her to orgasm rather loudly, while one of her hooves was feeling between Trixie's legs.

"Okay enough of this." Dusk said, using his magic to pull Twilight away from Dash and Trixie. "I don't know what Rune did with you or taught you, but that is not acceptable."

Twilight tilted her head in confusion. Dusk in turn only replied with a deep sigh.

"Okay." Dusk finally thought of an idea. "What do you girls think we should do with her?"

"Maybe the reason she put her mouth down there was because she was hungry." Applejack suggested.

"You really think she did such an act because she was hungry?" Rarity replied, still a bit upset that Twilight kissed her Dusk.

"It's worth a shot I guess." Dusk responded, hovering Twilight towards Applejack. "So you go bring her to get some food."

"But what will you be doing?" Rarity asked.

"Well...." Dusk looked at the sleeping from their orgasm Dash and Trixie, along with the still fainted Fluttershy. "I'm going to to put these three to bed and then look through Rune's room to see if I can find anything to explain Twilight. You go with Applejack to make sure nothing happens."

"Of course Darling." Rarity responded. "I will do my best to keep Twilight out of trouble."

"What about me?" Pinkie asked, wanting in on the fun.

"I need you to help me move the girls upstairs and search Rune's room." Dusk responded.

Releasing Twilight from his magical grip, Dusk let Applejack and Rarity take Twilight with them. Leaving Dusk and Pinkie to put the other three mares to bed.

.......................................................................................................................................................................

Rune relaxed in the mud bath that the spa provided. It was rather spacious, as was the room he was in. Although the room was filled with steam from all the hot water baths surrounding him, Rune noticed that there was no one else in the room. He was all alone.

"Seems like you are all alone." Spoke a familiar feminine voice. "I would of come faster had I of known."

Looking through the faint steam, Rune saw the rather sexy Zecora, slowly strutting her way towards Rune. Rune made no reaction, even the look on his face was unsurprised, almost like he expecting this.

"What took you so long?" Rune rather smugly asked, leaning back in the mud.

"Ssshhh." Zecora hushed Rune as she lowered herself into the warm mud. "Just let me do the work."

Rune immediately woke up from his dream.

"Wow." Rune said aloud to himself, almost as if her was disappointed. "Guess it was only a dream."

"What was a dream?" Gurgled a voice in front of Rune. Slowly emerging from the warm mud was Zecora, with a very satisfied look on her face.

"AAHHH." Rune woke up from his dream. Laying back against the back of the mud bath. "That was a dream, within a dream....that's like three levels right there." Rune lifted himself from the bath, stretching his back and flexing his arms and legs. "I wonder what Zecora's up to?" Rune asked himself as he made his way out of the spa room; a towel wrapped around his head.

...................................................................................................................................................................

The sky was clear of all clouds, Celestia's sun pierced the sky over Sweet Apple Acres. Applejack, Rarity and Twilight stood in front of a large apple tree.

"So why are we doing this?" Rarity asked.

"I told you." Applejack answered, looking back at Rarity. "Dusk asked us to get some grub and Twilight should learn to earn her food, not expected to be handed to her."

"I can understand teaching responsibility." Rarity responded. "But apple bucking? Really?"

Rarity looked back at Twilight, who was now floating in the air again. Rarity was almost molested by Twilight, so she had to be levitated.

"Okay dear." Rarity said to Twilight, while pointing at the tree. "I am going to let you down and you are to get the apples from the tree......understand?"

Twilight slightly tilted her head. The only indication that she had any idea what Rarity was talking about was the fact that her stomach started to growl and rumble. Twilight was slowly lowered to the ground, where she then walked up to the tree.

"Tr..ee..?" Twilight struggled to pronounce aloud, placing a hoof against the tree.

"Yes Twilight." Applejack responded, acting like the big sister. "That's called a tree." Maybe Twilight could communicate other than molest.

CRASH

Twilight only applied a bit of pressure and the large apple tree came crashing down, several apples scattered everywhere. Applejack and Rarity just stood there in a blank expression. They didn't know what to say or think, or whether what they just saw was real. Twilight trotted over to a fallen apple.

"Gr..ub...?" Twilight said aloud, munching down the first apple.

The taste was amazing, never has Twilight had such a succulent food. It was soft yet crunched in the mouth, it was warm and juicy. Gluttonously, Twilight devoured every apple that was attached to the fallen tree. After her gorging, Twilight lay on her back, her stomach slightly expanded with a satisfied expression on her face.

"Did she just do what I think she did?" Applejack asked aloud.

"It appears so." Rarity responded, not sure whether to be impressed or continue being confused. "Should we say something?"

"I don't know sugarcube." Applejack responded.

................................................................................................................................................

Rune's room was surprising cleaner than usual. The bed was made, there was no dust or even impressions that anypony even lived in this room.

"Maybe Rune isn't planning anything." Pinkie suggested, looking through Rune's room with Dusk.

"So it would appear." Dusk said, with his detective hat on. "But Rune has never cleaned his room nor would he leave no hints to his plans. That's against his character."

"Well i don't know Duskie." Pinkie said, laying back on Rune's bed. Suddenly Pinkie contorted in pain. "Ow what's with this bed.No wonder Rune is so weird, his bed is so uncomfy."

"Pinkie that's it." Dusk praised Pinkie, scooting Pinkie off the bed. Using his magic, Dusk lifted the mattress off the bed frame, revealing several scrolls, boxes and other questionable things. "This is it." Dusk said, hugging Pinkie. "Pinkie you're a genius." Then he thought. 'Never thought I'd say that in the same sentence.'

"Well." Dusk said aloud. "Let's get started."

"Okay." Pinkie said with a glee.

.....................................................................................................................................................

Rune trotted around the Spa, looking for either Zecora or Spike, preferably Zecora. Moving through the hall, Rune peeked into the various rooms lining the hall. Some room had spa stallions and mare giving deep tissue massages or applying various powders and potions to some mineral baths. But no Zecora could be found.

"I wonder where she is." Rune said aloud to himself.

"Where is who?" Spoke a familiar voice from behind Rune.

Turning around, Rune saw Zecora. Although he saw her several times before, Rune has never seen this side of Zecora. Her mane was loosely tied up in a towel, the bits of hair that came out of the towel was clearly wet. Her coat was not soaking but still relatively wet and she seemed to have almost a loose sway in her step towards Rune. This new vision of Zecora, combined with those previous dreams sent the blood rushing through Rune, causing quite the cute blush across his face.

"Wowyoulookamazing!" Rune kinda blurted out.

"What is up with you today?" Zecora asked, placing her forehead on Rune's to check temperature."Are you certain you are okay?"

"It's fine!" Rune jumped back, thinking of a lie. "I was just in......the hot bath for too long."

"I see. I shall try the flank massage down the hall, don't be long." Zecora made a suggestion. "You might put that where it belongs."

It wasn't until Zecora was half way through the hall when Rune knew what she meant. Looking down, to his embarrassment, Rune noticed that he had a bit of a hardon.

'Did she see that?' Rune thought. 'But she did say, 'Put it where it belongs'.' It was several minutes before a conclusion was drawn. "Where it belongs? Where it belongs?! I get it!!"

Rune bolted down the hall, trying to find Zecora. "Ask and she shall receive." Rune said to himself.

...........................................................................................................................................................

Back in Rune's room, Dusk and Pinkie sat in silence in the room. Dusk had already decrypted what Rune was hiding and he knew about this Twilight now.

"Pinkie?" Dusk asked.

"Yes Duskie?" Pinkie responded.

"Go get the others please, while I figure out what Rune was thinking." Dusk asked.

"No problamo." Pinkie said, trotting, or more like skipping out the door.

Dusk sat in the room alone, looking at the translated pages and notes. He wasn't sure how to feel, what Rune did was impossible, even for his imagination and stubbornness/recklessness. But the proof was all there, how was it done?

it wasn't too long, maybe a half hour, before Pinkie returned with Applejack, Rarity and Twilight. Twilight, who left with a blank look in her eyes returned with a look of satisfaction.

"Did something happen while you two took care of her?" Dusk asked.

"Oh nothing major, but this mare ate over four apple trees worth of apples." Applejack responded in an excited but more over shocked manner.

"Really?!" Dusk replied. "For her body size,she shouldn't be able to eat that much."

"She did Darling." Rarity responded, still in some disbelief but she saw it first hand. "but no matter, were you able to find anything?"

"I was." Dusk started. "But it wasn't what I expected. Not at all."

"Well start from the beginning." Applejack suggested.

"Twilight is a fake." Dusk said.

"A what?!" Rarity and Applejack asked, Pinkie was distracting Twilight or playing with her. Both involved her stopping Twilight from molesting her.

"It's as I said." Dusk explained. "According to these notes in Rune's room, they all show various attempts and plans to create ponies, almost like they were living dolls."

"So that's why she didn't look all there." Applejack replied.

"That's one way of putting it." Dusk suggested. "But my questions are more how Rune made such a pony and for what reason."

Rarity skimmed some of the notes. "Well it says here that the main ingredient was some of your DNA."

"DNA?" Dusk asked. "Like what?"

Rarity look through the notes for any kind of list. "Ah here it is. Hair, Skin, Blood, Saliva, and Semen."

"I didn't get that last part." Dusk asked. "What was that last part?"

"Not important." Rarity composed herself. "But why do you think Rune would even consider creating a pony?"

"I don't know." Dusk responded. "Every time I looked for the reason, it always came up as 'entertainment'."

"Entertainment?" Pinkie asked. "Like a PARTY!? Did Rune make Twilight for a party!?"

"I don't think that the reason." Dusk was unconvinced. "Let me try to study her, you three get everypony to their houses."

"You sure you're safe to be alone with her?" Applejack asked.

"It should be fine." Dusk reassured them. "Just bring Fluttershy and Rainbow Dash home please."

"No problaimoe." Pinkie saluted, trotting up the stairs to get the pegasi; Applejack and Rarity followed.

"Now Twilight." Dusk said turning towards the mare. "Come with me." Twilight nodded and followed.

Walking down the stairs to Dusk's laboratory, he directed Twilight to sit in the chair in the center in the room.

"Now stay there please." Dusk asked, to which Twilight nodded and remained still.

Dusk went back up the stairs to assist Rarity, Applejack and Pinkie wake up Fluttershy and Rainbow Dash. Both pegasi had no memory of why they fell asleep, and no pony wanted to explain. Bidding them goodbye, Dusk returned to the lab, seeing that Twilight wasn't in the chair.

"Where did she go?" Dusk asked aloud, looking for Twilight. "Twilight? Where are you?" But there was no noise. Only a subtle gleam that came from the back of the room, out of Dusk's sight.

Figuring that she may have come up the stairs, Dusk rushed up the stairs, only to be tackled at the top step by Twilight, knocking the both of them into the main lobby.

"Twilight?" Dusk had Twilight over him. "What are you-"

Twilight shut Dusk up with a deep kiss, one that was quickly sapping Dusk of his strength. His senses were leaving him, his mind growing blank and all the blood rushing to his penis, which was now ready for action. Twilight felt the bump poking her stomach, removing her mouth from Dusk, she looked down.

"Growing." Twilight said in a mono-toned voice. Before Dusk could object, Twilight lowered her face to the rather impressive cock smacking against her face and proceeded to shove it in her mouth. The feeling of Twilight's warm mouth was almost enough for Dusk to cum, but he didn't he did his best to compose himself and hold back.

"Twi...light? Why are you doing this?" Dusk tried to stop her but found he barely had the strength to move.

Twilight removed her mouth from Dusk's dick and started to roughly stroke it with her tongue. "Thanking."

'Is she doing this because I tried to help her?' Dusk thought to himself. 'Or is she thanking me for something else? Oh Celestia, I'm about to.....About to-'

"The Sun has gone to sleep." A voice announced from the doorway. Upon hearing those words, Twilight seemingly feel asleep, almost lifeless. "Couldn't wait til I got home to try her out, eh Dusk?"

Dusk looked at the door and saw a smiling Rune. "Rune?!"

"The spa was fun and all, but when I felt you might try to pull something, I had to come and see." Rune answered, walking into the library, using magic to carry luggage and a sleeping Spike. "So...what do you think?"

"What do you I think?!" Dusk didn't know where to start. "How is she even possible? It's impossible to create life, is this another one of your illusions?"

"No no no she's real." Rune responded. "I'll start from the beginning. You see, I'm given a set amount of funding from Luna to do research. Lately I've been blowing my research funds on snacks and crazy plans, so Luna has started to question whether or not I'm actually producing results of any kind. So to prove her wrong, I made Twilight."

"But how did you make her?" Dusk asked.

"Simple but complicated." Rune explained. "Creating a pony out of basic elements is time consuming and impossible, so I tried a different approach."

"You cloned me?" Dusk assumed. "I saw your notes said that took some of my DNA to make a clone."

"A clone? Is that what he thought. I mean yes a clone, Twilight is your clone." Rune responded.

"But why did you make a clone of me?" Dusk asked.

"Well as I was saying." Rune continued. "I was contacted by Princess Celestia with the manner to attempt to clone you, she wanted me to send the results to her. But I needed to test out the pony first."

"So that's why you left her out in the open? To 'test' her on us?" Dusk responded, a tad irradiated for being used.

"Well I was meant to use her on you, but apparently, you called the others." Rune responded, then using his magic to levitate Twilight back into her box that was still in the center of the room. "But now that you've shown that she is useable and active, I'll send her to Celestia."

"But I have so many ques-" Dusk tried to say something but found himself silenced by Rune pressing his hoof against Dusk's forehead.

"Shhhh don't worry Dusk." Rune shushed Dusk, watching him slowly fall asleep. "You will not remember any of this, and don't worry...I already did the same to the others." Dusk was then asleep. "I'm sorry Dusk"

Dear Princess Celestia,

I have done as you instructed and created the pony you wanted. As much as I would love to ask what you plan to do with the pony (Twilight), I have my guess and will leave it at that. In addition to keeping all of this all a secret, I want to request that you NEVER ask me to do this again. My heart and mind cannot take doing this again.

Sincerely,

Dawn Rune

P.S. I already erased everyponies' memory of Twilight.

Princess Celestia sat upon her bed within her large chambers, in the center of the room was the open box that twilight was delivered in. Besides her, as she composed her response, Twilight lay napping next to her;a look of satisfaction was across her face. Whatever Twilight and Celestia were doing prior to writing Celestia's response, they both looked happy.

Dear Dawn Rune,

I understand and apologies for forcing you to do this project. Truthfully speaking, I had several doubts that you could pull off such a feat. I will respect your wishes and neither ask how you accomplished this nor ask of you to do this again. I deeply appreciate your caution in the privacy in this matter. If it helps at all, I want you to know that Twilight is happy where she it.

Thank you for your sevices,

Princess Celestia

P.S. I have sent the necessary funds as was our arrangement.

Rune sat in his dark room, everypony was asleep but him, the Moon has been in the sky for hours. Rune looked at the letter from Celestia along with the large bag of bits.

"Was it worth it?" Rune said aloud to himself, lost in thought.

Rune is writing a letter to Celestia, asking for a loan in his funds so he could impress Luna. Only to have her response be with a condition.

"A mare?" Rune said aloud to himself. "How am I supposed to make a mare for her?"

After several failed and aggravating attempts to create a pony, Rune attempted to clone Dusk using Dusk's various DNA samples: hair, blood, skin samples, even sperm samples produced no results. All of them were failures.

"How can I do this when it can't work!" Rune shouted to himself, banging his hooves on the ground.

Frustrated, Rune used a different approach. One night, Rune visited Dusk as he slept, with a fine needle, Rune extracted some of Dusk's sperm. Then visiting Rarity as she slept, with needle in hoof, Rune extracted various egg samples from Rarity's ovaries. With what appeared to be a couple tears in his eyes, Rune mixed the sperm and egg sample together in a test tube. Carefully using his magic, Rune isolated the X chromosomes, destroying all Y chromosomes. Using accelerating growth hormones, gathered from various plants in the Everfree Forest, Rune was able to age the developing pony at a much faster rate, giving it a year for every day in the tube. Eventually, Rune had to move the developing mare to a much larger tube, where it became a fully grown mare in only under three weeks.

"It's done." Rune said to himself, staring at the tube. Looking at his reflection in the tube, Rune saw a look in his eyes; a look he would never want to see again. "But will you work...........Twilight, yes I'll call you Twilight. Twilight..Shine."

Holding the Spa tickets in front of him, Rune formulated his plan. Leaving Twilight in an easy to find place, leaving his note on Dusk's horn and bringing Spike with him, Rune put his plan in motion.

Before leaving, Rune looked back in the room, at the box. "I hope this works."

Back in Rune's room, tears couldn't stop pouring from his eyes. "I'm such a horrible pony."