Monday, April 4th, 6pm, Canterlot Train Station.

Dusk felt guilty as the mare sat with him at the train station. Princess Celestia had insisted one of her advisors, a mare named Autumn Skies, escort him about town when it had taken him so long to recover from what he had seen in the vault. Watching her closely, he wondered just how long she'd been with Celestia. “But I'm struggling to even place her age, so who knows how long she’s advised the Princess. She could be a very young forty, or a work-weathered twenty-eight. Makes me worry about Applejack. She works so hard on the farm, I hope it doesn’t-” Dusk stopped himself mid-thought and shook his head with internal laughter. “Then again, look at Granny Smith. She's still as solid as a fortress and she's older than anypony.”

Turning in her seat, the towering mare gazed down at him and gave a small shrug. “Sorry you couldn't really get any time to meet with Princess Cadence, Magistrate. We didn't lose anypony this time, but wingrott is wingrott. The new isolation rules are quite strict.”

Dusk accepted the tea an attendant brought him, cupping it up in both hands and enjoying the radiating warmth and smell. But that smell was distinct, enough that he could identify the blend with confidence. “Nurse Redheart’s blend? Don't tell me she-”

The mare gave him a thin smile, her eyes laughing. “After Princess Cadence approved of the blend, she had a moderate amount stocked here in Canterlot for your visits. Drink up. The flavor turns quite bitter when it cools.”

There was something in her soft spoken advice and distant smile. He knew why Princess Celestia had chosen her as an Advisor. For all of Summer Orchard’s experience and wisdom, she was far more strict and professional, much like Princess Celestia on official business. This earth mare reminded him far more of the times Celestia let her guard down when they were in private, and had the same quiet laughter in her eyes.

Swallowing a mouthful, he enjoyed it as the heat spread through his body, soothing his aching legs and the persistent numbing throb in his back. Relieved for that much, Dusk sighed with content. “Thanks, Autumn. It’s strange, but even something as simple as a cup of hot tea can be so comforting.” At the sharp sound of a distant train whistle, Dusk straightened up, looking towards the source of the noise. “That’s the Fillydelphia express, right? Which means my ride back to Ponyville should be next.”

The mare grinned, flashing her teeth at him, giving a small nod. “Impressive. You haven’t been in Canterlot for months and yet you already know the train schedule?”

Draining back the rest of the tea and returning the empty cup to the waiting servant, Dusk grinned a little, offering the mare a little shrug. “I saw the schedule board when we entered and memorized it. Just my little talent.”

“I can see why Princess Celestia likes you, dear, but you should go board. Unless, perhaps, you need somepony to carry you?” Standing up and messing up his hair, the mare’s warm laughter and teasing was refreshing, and Dusk couldn’t help but grin back at her.

Standing to join the mare, he didn't bother straightening his hair, still laughing a little along with her. “No, no. I'm doing much better now. Thank you for the concern, Autumn, it was nice to visit home.” His mind wandering for a moment, the thought of home reminded of family. “Has there been any word from Twilight Velvet? My mother used to write every week or two and I've not heard from her in nearly a month.”

The mare winced, and the sudden appearance of thick worry lines made him readjust his estimate of her age. Trying to look calm, she gave a little nod. “We received some disturbing news yesterday around midnight. Shockingly, Rust Wing killed his father Striking Viper and grandfather Emperor Steel Talon, killer of Broken Beak. Which let him take the throne and he has declared himself Ashen Thunderhead. Your mother is quite concerned, as he's only 17 and few of the clan Alphas appear to respect him. Both men were murdered in their sleep, not in a traditional griffin duel.”

Trying to picture the chaos that would result if the new emperor couldn't keep the griffon Alphas loyal made Dusk wince. “Are we-”

The mare smiled and shook her head, putting a finger on his lips to silence him. “Princess Celestia respects your discretion. We've sent her two wings of the Wonderbolts, including Captain Fleetfoot’s and 1st Lieutenant Blaze’s. They're being supported by three wings of the Royal Guard to ensure some measure of peace in the griffon’s capital.”

Dusk took some relief in that. Without including her standing revenue of house staff, that put 75 pegasi by her side. “I will try to be discreet, you can promise Princess Celestia that. But if the new emperor falls…”

The mare gave him a small nod of her head so slight he nearly missed it. “The ambassador will be recalled. We want no part in another griffon civil war.”

9pm, Ponyville Train Station.

The sharp whistle of the train as they approached Ponyville pulled Dusk from his attempted meditation, the powerful roar driving him back from his comfortable slouch and putting his nerves back on edge. Glowering out the window, he watched the small platform approach, but it didn't make the situation any better. As his eyes scanned over the platform, he could make out Barb and Lyra waiting for his return. “Likely with more problems I'll need to deal with. At least Princess Celestia took Ponyville’s request for disaster relief well. From what Barb wrote to me, making sure nopony was claiming unrealistic needs kept Bronze and Mrs. Mayor up half the night.”

Steadying himself against the sudden jerk of the train pulling to a halt, Dusk slung his shoulder strap into place and hefted his backpack's weight off the seat. Slipping between the chairs to the door, he quietly apologized to the ponies he passed, gladly stepping down to the platform, and a gentle breeze wafted over him, refreshing after the stuffy train.

Barb’s excited impact and subsequent tight hug of his leg, combined with the weight of his pack, was nearly enough to nearly throw him off balance. He needed a moment to catch himself, and ruffled an affectionate hand through her head-spikes. “Hey now, I missed you too, Barb, but you don't see me bowling you head over heels, right?”

The dragoness gave a little embarrassed chittering noise and nuzzled her head into his hand, her eyes squeezed closed and tail whipping with excitement. “I-Well, sorry. But I've got you to myself today, and, well, this is like the first time that's happened in like forever!”

Laughing along with her nervous embarrassed rambling, Dusk turned towards Lyra, about to question hir, only to find himself staring at empty air. Turning to look where shi'd ran off, he finally found the hir, pressing a smaller mare against the train. Lyra’s body mostly obscured the other mare, so it took a moment, but at last her identity dawned on him. “Is… is that Bonbon?!”

Lifting up the dragoness and turning away from the clearly occupied couple, Dusk let Barb lean against his chest and shoulder, her embarrassment replaced with amusement. “What? You didn't know? But, you're Dusk! You know everything about everypony!”

Feeling his cheeks burn a little, he shifted her weight and moved off the platform, shaking his head. “Well, sure, most things, yes. But I didn’t know they were together.”

Barb snorted with laughter and hugged his head for support, shaking with laughter. “Well, Berry Punch won't let me in the bar during open hours, but we still talk and I help her clean up. Maybe you should visit the bar more often, she has gossip on everypony!”

Incredulous, Dusk couldn't help but arch an eyebrow at the dragoness. “Surely not everypony.”

Defiantly the dragoness straightened up, crossing her arms against her belly scales. “Seriously, everypony! She knows about Dash’s house. Like way more detail than anypony else. And she suspected that Lyra and Bonbon were in a relationship, same with Mac an-”

Surrendering to her confident tone and growing list of names, Dusk shook his free hand since he lacked any white flag to wave. “Alright, alright, Barb, I yield. Your point has been made. Maybe I should stop by her bar occasionally. After all, that place makes for a more casual setting to get to know ponies.”

Giving a happy nod, Barb returned to hugging his neck, her slitted eyes slipping closed again. But she still spoke to him as they walked, her tone dreamy with joy. “So the workers for Dash’s new home finally arrived this morning. She's asked Applejack and Bronze to help her with, and I quote: ‘All of this stupid math and financing crap!’ And Rarity said the damage to Fluttershy’s wardrobe was simply devastating, so she took Pinkie, Sweetie and Apple Bloom over there this morning, so they can help clean up her house, and replace some of the clothing the parasprites ate.”

Dusk grinned a little and nuzzled his cheek against the dragoness’ side, giving her a wink. “So, you're really right. We've got the day together with no plans, and no disasters in sight. What do we do next?”

The little dragoness looked down and away from him, biting her lip. She looked thoughtful, almost hesitant. The approaching shade of the library seemed to reassure her. “I-Well, how about we go inside, and you let me have a bowl of those fresh sapphire flakes you brought me from Canterlot, and we can talk about something important, alright?”

The fact she wasn't even being subtle about her keen sense of smell having located the treat he'd stashed at the bottom of his bag nearly distracted him from her change of attitude. Watching her closely, he let her keep her secret for now. “Not a pure bowl. Have some ice cream or a sweet roll with them at the very least, Barb. They are very expensive, and cost nearly twice what I spend on food in a week for both of us.”

The fact she simply gave him a nod and made no fuss at his restrictions made Dusk worry a little. The quiet, thoughtful way she clung to him as he opened the treehouse door and went straight for the kitchen told him volumes about how something was troubling her. While she settled in a chair at the table, Dusk fetched a bowl and filled it with some of the pure, freshly made ice cream from the icebox, noting he'd have to find a way to repay AJ for topping the tub off for them again.

Setting the bowl before her, he was unsurprised she'd already dug the bag of flaked sapphires from his bag, and let her top the vanilla treat with the glittery blue flakes, only needing to clear his throat once to remind her when she'd taken enough. Taking the seat across from her, he laced his fingers together. He watched her eat for a time before finally speaking up. “So, Barb. What is bothering you so much? If you tell me, maybe we can fix it together?”

Barb stopped with the spoon still hanging between her teeth, the sudden and direct confrontation catching her off guard, leaving her silent for a moment. Looking up at him from under heavy eyes while she sucked the spoon clean, she took her time, finally pulling it free from her muzzle and settling it down on the edge of her bowl. “Dusk… it's about Sweetie Belle. She’s Rarity's foal, isn't she?”

The confidence in her statement was shocking to Dusk, and he returned her stare with one of his own, trying to keep stern yet neutral. “That's some very private and sensitive information you found, Barb. I hope you didn't share that with too many other ponies.”

When he reached across the table to squeeze her hand, Barb pulled hers back and scowled at him. “I'm not a blather mouth, Dusk! I just want to know why you were hiding that from me! Is it because she's a pony and I'm not?! That she's more like your filly while I'm just some duty you owe to Celes-”

Dusk had been stunned by the little dragoness’ breakdown. She had begun to truly frighten him as she started sobbing and hunting for words or a hidden reason behind the secret. Rushing around the table, he scooped her into his arms and sat down on the floor, cradling her close. The dragoness didn't try to fight him, but curled up against his chest, sobbing heavily and mumbling incoherently. Stroking fingers tenderly through her head-spikes, he hushed her gently, taking advantage of a lull in her cries to try to soothe her further. “It's nothing like that, Barb. I love you like you were my little sister, or my own foal. Sweetie… Sweetie is a very charming foal, and shows great confidence despite knowing about the sad events that preceded her birth. I like her, and if Rarity asked me to adopt the foal, I'd be overjoyed to say yes, but she'll never replace you in my heart. You helped me find my cutie mark, and you've never been anything but the best friend, the best little sister, the best assistant I've ever had!”

Calming down a little, the dragoness turned over to look up at him, grinning a little. “Your… number one assistant?”

Grinning back at her, Dusk pulled Barb tightly close and kissed the top of her head. “My number one assistant!” Pushing her up onto her chair again, Dusk shoved the bowl back into her hands. “Now eat up! And we can talk about what you want to do for the rest of the night!”

Looking up at him, wiping away tears from her cheeks, she tilted her head a little in thought before pressing just a little more. “But why the secrets? Why didn't you tell me?”

Walking around to his seat again, Dusk gave her a gentle smile as he set his chair back up again and sat across from her. “It wasn't anything personal, Barb. Rarity is very protective of Sweetie, and worries about how the other foals might treat her if they knew everything.”

Silent and thoughtful as she ate the rest of her ice cream and sapphires, Barb watched him as he sorted paperwork from his bag, waiting a long time before speaking up again. “I think if she asked, you should, Dusk.”

His concentration a mile away, Dusk looked back over at the little dragoness, feeling a little confused. “Sorry, but what?”

Grinning at him, Barb dropped the spoon back into the empty bowl. “Adopt Sweetie Belle. She’s really nice when I foal-sit her and she loves oiling my scales when we give one another makeovers. I think she'd make a good little sister, too.”

Dusk laughed and gave her hand a squeeze. “Well alright. Then all we need to do is convince Rarity I'm good enough to take care of Sweetie.”

She mumbled something to herself. It was just low enough that he had to strain to hear, Barb muttered proudly. “But only a second best little sister. I'll always be the best.”

Tuesday, April 5th, 11am, Ms. Cheerilee’s classroom.

Apple Bloom leaned forward, laying herself half across her desk, burying her face in her hands. “Please Ms. Cheerilee, just let us go for lunch!!!”

The gurgling noise in her belly refused to stop, and looking up at the clock didn't help any, as it only served to remind her of just how far away lunch really was. “Ugghhhh. Note to self: One apple tart isn't enough breakfast, not when Mac and AJ make me help in the orchard for two hours before school!”

Rolling her head around so she could look back up at the chalkboard, she hoped that the topic had changed to something more interesting than the story her teacher had been droning on about for the last hour.

Placing the page she'd been reading from on her desk, Cheerilee cleared her throat. “Now, to see if you all were paying attention: can anypony name the seven clans of the old pony kingdoms? How about you, Apple Bloom?”

Caught off guard because of how dry the story had been, she frantically hunted her memory. “Hadn't Granny Smith talked about this at some point?” Out loud, she began, ”Umm, ummm…”

With the entire class watching her, Apple Bloom swallowed back her worries and puffed out her chest. “Well, Princesses Celestia and Luna were the only two alicorns back then, and of course there were the Earth, Unicorn and Pegasi. Ummm… I know the Zebra used to live in the old empire. But… Oh! The bat ponies were part of the land too! And that's everypony, right?”

At her side, she felt a sharp tugging at her wrist, and heard Sweetie Belle’s loud whisper. “One more!”

At the front of the class, Ms. Cheerilee crossed her arms and lifted one eyebrow, but her tone offered her one last chance to correct herself. “Are you sure, Apple Bloom? Don't you think you might have missed somepony?”

Panic setting in, Apple Bloom searched the room, her eyes hunting for any clues. Swallowing her panic, she looked back at Ms. Cheerilee, shoulders slumping in defeat. “I'm sorry Ms. Cheerilee, I don't remember.”

Instantly a hand in the front row shot up, and before Ms. Cheerilee could even acknowledge her, Diamond Tiara stood up, her derisive tone and smug smirk sending a chill down Apple Bloom’s spine. “I'm afraid she forgot to mention the Crystal ponies, who had their own expansive empire compared to the other clans.”

Giving a little nod to Diamond, Ms. Cheerilee kept her face neutral, her voice always that supportive calm tone. “Very good, Diamond Tiara, but please remember to let me call on you before shouting out an answer like that. How about everypony reads the short story on page 317 in their history book about the Crystal Empire until lunch, alright?”

Stepping away from her desk, she quickly closed the distance to stand at Apple Bloom’s side, crouching down a little Ms. Cheerilee placed a gentle hand to rest on her shoulder. “Apple Bloom, if you aren't feeling well, just let me know, alright? I know you help out around the farm, and your work ethic is inspiring, but at the same time, if you're falling asleep in class, I might need to have a talk with Applejack or Big Mac about giving you more time to rest in the morning.”

Apple Bloom could feel herself blush as her mouth moved all on its own, and quite a bit louder than she'd intended. “Oh, no Ms. Cheerilee! I wasn't sleeping in class, I promise! I was just trying to keep my stomach from growling too loudly, I guess I kinda went light on breakfast this morning, and now…” Apple Bloom’s train of thought detailed catastrophically as she realized half the class were staring at her. “I-I just… I… sorry, Ms. Cheerilee, I promise I'll try harder to pay attention in the future.”

The teacher gave her a long look, studying her eyes and waiting to see if she had anything else to say. Finally, she gave one of her small supportive, comforting smiles. “Well, alright, Apple Bloom. Just so long as you're fine. For now, just catch up on the reading, it's nearly lunch time, okay?”

Doing her best to ignore the grumbling in her belly, Apple Bloom opened the book and joined the class in reading the story, all written from the point-of-view of a young unicorn mare. It didn't seem to go anywhere, yet it talked on about how the other ponies of the Crystal Empire differed so much, as there were unicorns, pegasi and earth ponies all living together, while the other empires at the time were tiny and weak, and made up of only a single clan, constantly fighting with their neighbors. It was just interesting enough to keep her attention until the line about a new unicorn forcing the other clans outside of the empire to make peace, a stallion named Starswirl.

Finishing the last page, Apple Bloom was thoroughly confused. “Now wait just one cotton pickin’ minute! The story last week said a stallion with the same name raised Princess Celestia and Luna. And the one we read last year before harvest break talked about how Princess Luna had a… ah… ah con-i-sort named Starswirl. That don’t make no sense!”

The steady call of the school bell tolled overhead, signaling the start of lunch and a flurry of noise from the ponies in the classroom. Only through Ms. Cheerilee’s best efforts were the foals rounded up and some sort of sanity was restored. Soon, everypony was eating, those who needed to pick up lunches from the small school kitchen returning with their trays and taking seats with their friends.

Apple Bloom hardly noticed when Ms. Cheerilee was relieved by one of the preschool aids, but gave the always-cheerful Ms. Sunny Drops a wave when she passed by her desk, glad she at least remembered the friendly mare’s name.

Halfway through lunch, things changed. Randolph was tidying up the special hot lunch he'd brought from home for Diamond Tiara when she stood up and walked to Sunny Drops’ side and spoke up over the class. “Excuse me, Ms. Drops. It's my cuteceñera later this week, and I was hoping I could hand out invitations to the class before lunch ended.”

Something in that too-sweet tone made Apple Bloom’s nerves ache. “Ms. Cheerilee always makes us wait until last class before handing out invitations. Is she... She wouldn't!”

But of course, the preschool assistant was only too happy to gush over Diamond, giving her a warm hug. “Oh of course, dear! You're Mr. Rich’s little Diamond, aren't you? Why, a cuteceñera already? And just what is your very special talent? Why, I remember when you were still just a little foal in the preschool classes; so bright and curious!”

Bowing a little to the mare, Diamond kept to a flattering tone. “I'm a born business mare, even daddy says so, and you know how serious he takes business! Besides, if I'm bright and keen, it's only because of the kind assistance of all of my teachers, from preschool up!”

Permission obtained and the teacher clearly putty in her hands; Diamond Tiara snapped her fingers, calling the elderly butler to her side, a thick sheath of crisp white envelopes flitted in silver around the edge held on a second serving tray Apple Bloom hadn't noticed earlier.

What was worse were her eyes. In them, Apple Bloom could see that another of Diamond’s abusive games had started already. She stepped up to the first desk in the room, right beside the door, where Silver Spoon waited, her eyes filled with expectation. Taking the top envelope from the pile, Apple Bloom was sure she twisted it around specifically so everypony in the room could see that same silver ink had been used, with a dark black ink outline, to write Silver Spoon’s full name upon the envelope, the ink glittering in the bright light of the classroom’s lamps.

“Dearest Silver Spoon, my best of friends, I hope you'll come to my cuteceñera later this week. Daddy’s promised it will be a royal affair so grand even the nobles in Canterlot will be talking about it for weeks to come. We will have an ice cream cake made personally by Cordon Bleu himself, and oh-so many important guests! Why, Magistrate Dusk Shine, and the retiring Magistrate for Canterlot’s university district are both set to attend! Even Hoity Toity has promised to make an appearance!”

As if they had clearly practiced this, Silver Spoon followed along as if enraptured by Diamond’s every word. At last crying out in delight and hugging Diamond after accepting the invitation. “I'd be honored to attend! Your cuteceñera will be the greatest event to grace Ponyville since Dusk Shine became our Magistrate!”

As Apple Bloom watched, Diamond Tiara continued the process, walking down the line of ponies, followed by Randolph with his tray full of invitations. Each time she stopped to talk to another pony, she shared less specific details but kept on with the same enthusiasm. “It's like, well... She might as well be sayin’: Here's an invitation, don't ya feel honored?!”

Scowling at them the whole time this drama went on, it wasn't until halfway through the second row of seats before Diamond skipped a pony, simply walking past her and onto the next desk. It only took a moment for it to dawn on Apple Bloom just who'd been left out. “Of course she'd snub Scootaloo. Just cause she spoils their fun when they pick on Sweetie… and that means-”

Before her eyes, the trend continued, a crisp letter given to every pony in class, except the blank flanks. Next they skipped over Twist, and Apple Bloom saw her friend's shoulders droop. “Of course! She talks all the time about fancy cooks like Bleu. Heck, I doubt Diamond Tiara would've even know his name if it wasn't for the time Twist’s Ma came to class to talk about her time as a baker in Canterlot!”

With a smug grin, Diamond passed over Apple Bloom, a surprise so mild she didn't bother to even give her the satisfaction of her annoyance. “Of course, she'll ignore me and Dinky, and invite only Sweetie so they can pick on her when nopony else around to stand up for her.”

That changed at Rumble, sitting right behind her. Diamond’s tone had suddenly changed back to the milky-sweet gushing she used with adults she was trying to impress. “Oh, Rumble, please, you just must come as well! I know you leave for Cloudsdale the next day, so this really makes this the last chance we have to spend time together as a class! Besides, you're going to be an important pony in a few years, and weather makers need to know how to be comfortable in the company of important ponies!”

Something in that false sincerity flipped the switch in Apple Bloom’s head, and again her temper began to flare up, boiling out of control. “‘As a class!’ HA! You liar, you fraud! Admit it, Diamond, you just want to use today as an excuse to shun us blank flanks and nothing else!” Straining to keep her silence, she watched, unsurprised that, as she'd predicted, they skipped over Dinky, who had shied away from them as they passed, clear shame in her eyes.

Then the unthinkable happened, with only three tables left in class, Diamond passed by Sweetie Belle, but unlike the others she'd skipped, she ‘stumbled’ and ‘accidentally’ hip-checked the smaller filly as she passed, using the ‘fall’ as an excuse to catch her balance on the colt who sat in front of Sweetie. Oozing with false sincerity she practically cooed at the shocked boy. “I'm so sorry, Shady Daze. I must have tripped over some trash. I didn't hurt you, did I?”

Blood pulsing so hard in her veins she practically felt like her head was about to burst, Apple Bloom had had enough. Standing up with so much force she knocked over her chair, she pointed a finger at Diamond in accusation. “Stop it, Diamond Tiara! Sweetie Belle is not trash, you purposefully hip-checked her after purposefully ignoring her just like you ignored the rest of us. Just ‘cause we haven’t got our cutie marks, doesn’t mean we’re lesser ponies!”

Huffing for breath and shaking with rage, Apple Bloom realized that everypony had gone silent, and were all now staring at her. But it was the look of shock and horror in Sunny Drops’ eyes that managed to stall her. The elderly mare’s sad expression clashed with the venom in her tone. “Apple Bloom! How could you! She’s just inviting ponies to her cuteceñera! I want you to get up and go straight to the teachers’ lounge. I’ll send Ms. Cheerilee to speak with you when she gets back.”

Shoulders slumped, Apple Bloom tried to think of a way to defend her actions to the furious mare, but found her mind blank, and a room full of other students now stared at her, while a smug Diamond grinned back at her. Looking down at the floor, Apple Bloom stepped away from her desk, her voice soft. “I’m sorry, Ms. Sunny Drops. I just- I’ll go.”

A strong, comforting grip on her hand made Apple Bloom pause, and look into Sweetie’s eyes, the tiny filly smiled up at her warmly and shook her head, standing up on her chair to be seen over the other students, speaking out with a confidence and strength to her voice that belied her tiny frame. “Ms. Sunny Drops, that’s not fair at all! Apple Bloom was just protecting me. Diamond really did skip all of us without cutie marks, even though she claimed she wanted the whole class to be there to say goodbye to Rumble! And Ms. Cheerilee never lets us hand out invitations and things like that until the end of the school day, so that way anypony who isn’t invited doesn’t have to watch as everypony else gets an invitation.”

Ms. Sunny Drops was flabbergasted, her jaw hanging open as the tiniest mare in class spoke up in defence of Apple Bloom. From the doorway, Ms. Cheerilee’s voice came with a very careful and calm tone. “If you are right Sweetie, that’s sad, because Diamond should know better than that. But you should also know that Apple Bloom should have more respect than to suddenly shout in front of the whole classroom. How about for now you all return to your desks and I’ll forget how you all have been misbehaving while I was off having my own lunch break?”

Everypony in the room went quiet again as Cheerilee came into the classroom and had a few quiet words with Sunny Drops, giving the foals a few more minutes to get ready for class. Only Sweetie’s warm smile helped calm Apple Bloom enough to return to her seat, though she could feel her cheeks burning red with embarrassment, still angry at Diamond’s antics.

Noon, Rarity’s Boutique.

Dusk lowered the teacup to rest upon the platter, whispering a happy sigh as he let his head roll back and stare up at the roof. The soothing tea continued to do its work and helped relax his aching shoulders, though it left him feeling distant, half-asleep even while he watched Rarity and Bronze talk.

“Bronze, sometime you really should come up to my studio. I promise, it would be such a joy to make you something designed just for you! I could even show you some samples to prove it! I’ve nearly finished my dress for the Gala, and a proper suit for Dusk, because you know he’d simply insist on wearing his magisterial robes if I didn’t make him wear something else!”

Turning deep red in the cheeks, Bronze swiftly returned her teacup to the table, wiping her face with the napkin Rarity had made a point of handing out, and tried to keep calm. “I, well, I’d rather just wear my armor, really. It’s what Shining Armor almost always did, except when Princess Cadence was with him. Then he’d put on one of the nice suits she’d had her tailor make for him.”

Rarity’s eyes went wide, and she shook her head, her voice now full of alarm. “What? But you’re a beautiful mare, Bronze! You’d look fantastic in a nice dress! Maybe something in a vivid crimson, to go with your hair and wings!”

His senses dulled, Dusk couldn’t help but grin a little, shaking his head. “She’s never worn a dress, at least, never at any of Shining Armor’s appearances in court or at the university. I don’t think she owns anything but her athletic gear and her squire’s tunic.”

Bronze looked down and away, both of their words clearly embarrassing her. Looking at the ground, she shook her head dismissively. “Dusk’s right. I’ve never worn anything but my armor or the squire's tunic Shining Armor had made for me, when the armor wasn’t appropriate. I’ve… well, I’ve never owned a dress.”

Dusk watched as Rarity ran through a succession of expressions and emotions, finally settling on a mixture of dumbfounded sorrow and rock solid determination. “Now that is simply not right! No mare should be denied the joy of wearing a dress crafted for her and nopony else! You will report to my studio this evening after whatever business you have for the day is finished. And I won't take no for an answer!”

Still looking at her feet, Bronze struggled to find the right words; a way to disagree, an escape. Looking up just enough to catch his eyes, she tried pleading with Dusk. “But I'm a warrior, and your Vicarius, Dusk! Wouldn't it be inappropriate for me to show up in something so girly as a dress?!”

Dusk reached out and stroked Bronze’s cheek with his knuckles, the best he could manage without standing up from the sofa, since that felt like an impossibility right now. “Historically there were few female Vicarius’, Bronze. But fashion has changed a lot since then. Why not at least let Rarity make you a dress, in private, without letting anypony else see it? Then, if you think it feels right, let us see it. We're your friends, you can trust us to give you all the discretion you need. And only afterwards, if you're really comfortable, you can wear it before others.”

Not finding the support she'd been searching for, Bronze bit her lower lip, her voice reluctant, distant. “Well... I suppose….”

Delighted, Rarity rushed to Bronze’s side, scooping up her hands and squeezing them tightly. “Oh, this will be glorious! I simply can't wait! I've already got so many ideas of how to emphasize the browns and oranges in your hair and eyes. Just give me this one chance, Bronze! You'll see! I will make you feel like the beautiful maiden you are, maybe even a princess!”

Bronze smiled a little, looking up at last at Rarity and getting a little caught up in the mare’s enthusiasm. “Well, alright. Just as long as you promise we can try it all in private, where nopony else might see me make a fool of your beautiful dress.”

The steady knock on a nearby door of the boutique pulled everypony from their conversation, and lifted the drowsy haze from Dusk’s mind enough to make him sit up properly while Rarity rushed off to see who was knocking. Left alone for a moment with Bronze, Dusk offered her a supportive smile. “Trust me, it's easier this way. If you’d refused, she'd have made the dress anyway and then ambushed you with it sometime when you needed her help with something else. Now at least you've got some part in picking out the color, style, and if it has a slit on the leg or not.”

At first, she watched him closely, then relaxed at his supportive words and suggestions on how to influence the dress. Yet at the mention of a slit, she winced and unconsciously put a hand on her calf, and vigorously shook her head. “No slits. I'm lucky to have so few scars. Nopony needs to see my legs.”

Realizing the source of her discomfort, Dusk made himself stand up, and moved from the sofa to sit beside her on the smaller love seat. Putting his hands on top of her own, he smiled warmly, massaging at her muscle around her hands, leaning in close so he could catch her scent. “You know some ponies would disagree. When I saw Silken Flight in Canterlot yesterday, she was wearing a dress that was held up by only two tiny straps over her shoulders. She has a lifetime of scars, more than you, but she displays them proudly. Besides, some stallions like a mare with powerful, sexy legs. Why do you think AJ always wears shorts?”

She was blushing now, her breath heating up, and her cheeks flushed, but she also took her hand away from the scar, and let his finger trace it through her thin woolen pants, her eyes wide as she panted a little. “A-Ah-And you like my legs?”

Stopping with his mouth barely an inch from her own, Dusk let his lips part and his tongue trace a line across them, before whispering just for her. “I don't know. You've never let me see them. They feel fantastic.”

In a false tone of shock, Rarity stopped in the doorway to the tea room, her voice dancing with amusement. “Oh dear, Derpy! I'm afraid Dusk might be too occupied to see you just now!”

The moment Rarity spoke, Bronze went stiff in his arms and started sputtering, vainly attempting to explain their actions. “I- Wha- It's nothing, well, I mean!”

For his part, Dusk simply straightened up and continued to massage at the muscle of Bronze’s calf, smiling back at Rarity and giving Derpy a small nod. “No, nothing that will prevent me from talking to a good friend like Derpy. Bronze was just worried because her calf muscle hurts sometimes, so I figured I'd give it a look. Maybe Princess Cadence will have the time to look at it when she finally comes to town this week.”

Rarity returned to her seat and gave them a grin, her tone playful. “Of course, we'd never have thought anything but such innocent intent. Do you have time for tea, Derpy, my dear?”

Bronze was very slow to relax even as Dusk continued his gentle massage of her strained calf muscle. Intent on making Bronze calm down a little more, Dusk kept his work up, and gave Derpy a small nod. “Please feel free to join us if you've got time, Derpy. We were just talking about the gala.”

Derpy slipped into the free chair at Rarity's side, digging through her mail sack before lowering the bag to the floor at her side. Reaching out, she proffered an envelope to Dusk, grinning a little. “I can spare a few minutes for tea, but I might as well deliver you a copy of the schedule for the gala. Princess Celestia had them sent out for all invited ponies, and I've already dropped off copies to Mr. Rich and the other Elements.”

Rarity poured the mailmare a cup of the normal tea, passing it along, her eyes distant as she daydreamed. “Oh that shall be a wonderful time! Have they set a date at last? Hopefully sometime before the Summer Sun Celebration? I do hope that it isn't too soon! I’ve a number of projects in progress that I might struggle to finish properly if rushed!”

Opening his copy of the letter, Dusk read quickly at the light details and at last grinned, shaking his head. “You've got time yet, Rarity. They chose to place the gala for the day after Starswirl University's graduation ceremonies, Friday, June 17th. That should work well enough, it only gives the ponies a day to prepare, but with both universities’ ceremonies over with, it means no other major celebrations remain until the Summer Sun Celebration itself.”

Bronze was quieter, having returned to chewing on her lower lip. “I suppose they picked that date on purpose. Gives all the important ponies time to gather in Canterlot before they move on to Fillydelphia for this year's Summer Sun Celebration.”

But compared to the others, Derpy was quiet, distant in her own thoughts. Relaxing his attentions to Bronze’s calf, Dusk called to her softly. “Is something bothering you, Derpy?”

Lowering her cup in thought, she gave a smile and was about to speak before realizing she hadn’t touched much of her drink. Returning the cup to her lips, she drained the rest off and closed her eyes before giving a happy, if hesitant, breath. “Dusk, Ame’s heat started yesterday. We-well, we were hoping that you'd come over, and stay the night. If-If you are still willing to help with… you know.”

Straightening up at Derpy’s revelation, Dusk cleared his throat, and glanced just briefly at Rarity. The mare held her teacup close, and sipped carefully from it, giving him a little subtle nod over the rim of her cup. Dusk looked back at Derpy, nodding before he replied. “Of course, Derpy. I'm still willing to fulfill my part, as long as you two still want a foal.”

Bronze had receded back into her corner of the loveseat, watching everything closely, her eyes filled with confusion, but she said nothing while Derpy practically exploded with excitement. “Oh! Yes, yes! We are both so very excited about having a new foal after so long, and I know Dinky would love to have a little sister or brother!”

Bronze suddenly froze, her eyes going wide with realization at what Derpy was asking Dusk for ‘help’ with. She said nothing out loud, but watched them all, growing quieter and more watchful. In her eyes, a hint of horror began to grow, and a gnawing sense of jealousy flared.

Derpy’s excitement was infectious, and Rarity grinned, lowering her teacup. “It sounds wonderful. And you two have waited so long, I'm sure after having to do with the surprise of Dinky’s birth, you've taken all the time you could to make sure you're ready this time?”

Derpy gave a nod, squeezing her hands together and nodding with rabid enthusiasm. “Of course. We've been saving up for the last six years to make sure we've got the extra bits just so we can handle whatever happens. And Time Turner has been a fantastic help already, he helped me paint the spare room to make it into a nursery.”

The pleasant conversation continued for another five or ten minutes before Derpy took off. Rarity returned from escorting her out, and went to Bronze’s side, arms stubbornly crossing over her chest. “Alright, Bronze, out with it. What has you so quiet?”

Turning to look at Bronze for the first time since he'd been distracted by Derpy, Dusk realized that she was fiercely scowling and chewing on her lower lip. She looked up at Rarity and looked like she was about to say something sarcastic, so he put a hand on her knee, and watched as she instead turned to him, her voice wary. “I don't understand, Dusk. You're just going around siring foals with anypony who asks? Do you want a bunch of foals or...?”

Rarity reached over and squeezed Bronze’s hand, her voice soft. “If he did want foals, he'd have many more mares knocking down the door, dear. Amethyst and Derpy are good friends.”

Dusk slipped his arm around Bronze’s shoulders, ignoring how she stiffened up, and gave Rarity a soft nod. “I don't know if I'm ready for foals. Bronze, I like Sweetie, Apple Bloom, Scootaloo, and I love Barb, but I've never been responsible for a foal by myself, and I worry I might not be able to handle taking care of one. Helping Derpy and Amethyst gives me a chance to sire a foal, and to share some responsibility for the child, but leaves me an outsider if I am not ready for the commitment. I don't want to mess up some poor foal’s life by being a bad father.”

Bronze let out a long breath, staring down at her feet, her voice soft. “I-Sorry, Dusk, Rarity… If you think you're unsure about foals, I'm downright scared of them! I don't know why; they're just loud and small and fragile and frightening!”

Rarity squeezed into the far side of the loveseat, hugging Bronze from the other side to press her into Dusk. “Then don't worry, dear. None of us are looking for a foal right now. Life has been far too crazy as it is, and I think I'd rather have a few years to figure things out before bringing a foal into this crazy world. I'm busy enough helping my parents raise Sweetie.”

Bronze relaxed and rested her head on Rarity’s shoulder, they could tell she was still worried, her breathing was raspy, but at least she'd relaxed a little. Dusk would have to remember to talk to Rarity about Barb, and Sweetie’s heritage when all of this was over with. “Well, enough of tea. We should return to the library and finish our work for the day. Before Rarity sends somepony to drag you back for a fitting for your dress.”

That earned him both some laughter and a glare, but tea broke up, though as Dusk moved to leave, Bronze hung behind. “You go ahead, Dusk. I'll help Rarity clean up, and catch up with you.”

Closing the door so he couldn't question her further, Bronze returned to the kitchen and took up drying the dishes as Rarity washed them. In silence they worked, the only noise the soft clatter of plates as Bronze put them away, and occasional directions from Rarity to help her find out where everything went.

As the sink drained and Rarity scrubbed the last of the mess out to leave the kitchen spotless, she finally turned to Bronze, giving the mare her full attention. “Alright, so are you going to tell me the rest?”

Bronze gave a little nod, pulling out one of the chairs from the kitchen table and sitting backwards in it, straddling the seat so she could flex and relax her wings. “It's… well, it's foals, right? Most ponies don't know it, but sometimes the more senior stallions in the guard go off and sire foals. With their herds, or with willing mares who are interested in having foals. Afterwards, I've seen them. They change, suddenly they start bringing the foals around the barracks, introducing them to everypony that will talk to them. Soon they retire, or get promotions to quieter places or accept easier work, to have more time for their foals and the mares who bore them. My first sergeant took a position in the lower market two years ago, and when I saw him last, he had a dozen foals and four mares who had him running in circles.”

Rarity gave a small shrug, leaning back against the countertop. “So, they formed a family. What's wrong with that?”

“Well… nothing I suppose. But one of the mares, they'd had a foal together years before, when I was still just starting my training. He loved the foal but him and the mare never got along, not without a violent argument or somepony throwing bottles. Now they live together, drawn back together time and time again by their foal. It's just… even if Dusk says it's Amethyst’s foal, it'll still be his child, right?”

Her mind turning to Sweetie’s sire, Rarity shook her head. “Sometimes, maybe. But I know of sires who have no interest in ever meeting their foals. Sometimes they pretend the child doesn't even exist. I think having a sire like Dusk who cares deeply for foals, even those who are not his own, even if he doesn't admit it, is worlds better for a foal than no sire at all. I've seen him with Sweetie, he is a real stallion; he cares for foals, even ones who aren't his. That might mean he has less time for us, but the fact he cares so much about the well-being of anypony’s children far outweighs the inconvenience. It proves he has a big heart.”

The conviction in Rarity’s tone made Bronze pause, and at last surrender. “I... you're right. I'm being silly. Jealous of an unborn foal. I'm sorry, just don't tell Dusk I was so childish, please?”

Pushing aside her own spiteful memories, Rarity did her best to smile. “I promise. No reason for a momentary mistake to ruin a mare's life.”

Bronze left after having helped clean up, heart feeling lighter with Rarity’s encouraging words. On her way back to the library, however, her mind inevitably returned to what she hadn’t told Rarity yet. It was only after the library came into view that she realized she had begun crying, Rarity’s last words echoing in her mind. “You’re too kind, Rarity. If you only knew…”

3:40pm, Outside Ponyville School.

Apple Bloom sat squarely on the tree stump, allowing Sweetie Belle to brush her hair, her red ribbon kept carefully wrapped around her right hand as she waited for Twist to finish with whatever it was she’d wanted to talk with Ms. Cheerilee about. Sweetie’s soft humming was distracting, but in the best way. “But I better not say anything. Last time, she practically refused to talk to me for days.”

As Sweetie Belle continued to brush and play with Apple Bloom’s wild hair, the sweet song she kept under her breath soothed Apple Bloom’s frayed nerves, helping her relax and feel better after a day at school that had left her feeling tense and upset.

Tossing open the school door, Silver Spoon stepped outside, laughing while she took up position before the entrance. “And then she practically screamed her head off before the whole class! I couldn't believe it!”

Following after Spoon, Diamond Tiara was in a world all her own, striding with grace, as if she were trying to copy somepony Apple Bloom couldn’t remember, like Rarity or… or… Princess Cadence! Dismissively, Diamond Tiara shook one finger at Spoon. “I’ve decided, we need a better name for those five. How about… um… Oh! Blank flanks! ‘Cause they have no cutie marks!”

There was no way Apple Bloom could ignore them when they were so close, and were saying such insulting things. It was even harder to resist when she remembered the thick puddle of mud that lay just feet away. In only two steps, and before they’d even noticed she was there, the thick glob of brown mud soared through the air, catching Tiara square on the back. “You take that back! You take that back, Diamond Tiara, or I’ll make you take a bath in the mud!”

Diamond’s shriek of outrage was earsplitting, she stormed over until she stood face to face with Apple Bloom, with Silver Spoon right behind her.. “Oh, sure! Just like a blank flank! You’ve got no special talent, so you just throw mud at ponies who are better than you, who have already found their special talent!”

Apple Bloom wasn’t about to back down, and puffed herself up to her full height to tower over Diamond and Silver, sneering at them both as she flicked her tail in her wild frustration. “So what! Just cause I ain’t got my cutie mark doesn’t mean you’re any better than me! So what, you’re saying if I were to get my cutie mark tonight, you’d suddenly invite me to your stupid cuteceñera?!”

Behind them, Twist opened the school door, with Ms. Cheerilee following just after her. Both paused, and the teacher was about to speak up when Diamond snorted and backed down, throwing her head back in scornful laughter. “Sure, I promise! I’ll give you invitations to my cuteceñera in the morning if any one of you five blank flanks can manage to get your cutie mark before school tomorrow. Is that fair enough for you?”

Apple Bloom gave a frustrated grunt and spat on the ground by Diamond Tiara’s feet. “Sure, like anypony would believe you, Diamond Tiara!”

Behind them, Twist grinned, speaking up loud enough to catch the feuding fillies’ attentions. “Well, if thhee promitheth Mith Cheerilee to give uth invitationth, thatth good enough, right Apple Bloom?”

Together, all four fillies turned, surprised to see that the teacher and Twist were watching them. Apple Bloom looked from Ms. Cheerilee to Diamond Tiara and back again. “I-Well, I mean if she promises Ms. Cheerilee, I suppose that would be good enough, Twist, but-”

An excited and confident gleam in her eyes, Twist clapped her hands together, and Ms. Cheerilee seemed to nod with her own amusement. “Then it’th thettled! I’ll thee you all at my place before thchool tomorrow!”

7pm, Ame’s cottage

Derpy’s cheerful voice called back through the door as Dusk lowered his hand, still never failing to bring a smile to his face. “Just a minute, Dusk! We're almost ready!”

Giving a little nervous laugh, Dusk stepped up to the door and leaned against the house, trying to catch his breath and clear his head. At a random thought, a stray smile crossed his lips, and he called back to her. “Please, do not rush, Derpy. I’m nowhere near ready for tonight either.”

The soft sound of laughter from inside the house helped calm his nerves, and while he couldn’t make out the mares’ conversation, the fact that what little he could hear sounded like they were also nervous helped make him feel a little more comfortable with what was scheduled for the night.

After five more minutes of indistinct noises, footsteps approached the door, and with a soft click, it swung open, revealing Derpy, dressed up as he’d never seen her before. Black silk clung to her body, tiny star-like glittering points were spread out over the dress, and the low cut neckline revealed more cleavage than he’d ever expected her to show. Straightening up, he tried to think of a way to greet her, but Derpy cut him off. She took up his hand and kissed his knuckles, her eyes dancing with some playful mischief. “Welcome, Dusk. I think you look as nervous as I feel.”

Unable to help himself, Dusk again laughed, and squeezed her hand that still held his own. Taking one careful deep breath to steady his nerves, he gave her a nod. “About the only time I’ve felt half as nervous as this was the first time I met Princess Celestia as a foal. Nothing I was ever taught or learned from my studies talked about how to handle a studding. A few of the historical records talked about famous stallions who sired foals as studs, but none went into any real detail on how such relationships were founded.”

Derpy looked momentarily overwhelmed, then realization dawned in her eyes and she laughed, a supportive hand placed on his elbow. “I think we are just as confused, Dusk. Amethyst… she has never had a stallion, save a few boyfriends in her youth, and I can’t offer her much advice. With Panacea…” Her voice trailed off, as if she were choked up at some memories.

In her eyes, he saw so much, and understood at least a fraction of her meaning. He squeezed her hand firmly again, to get her attention, and lifted his free hand to hold her jaw. “I think I know a little of what you’re saying, Derpy. I didn’t really understand what was happening with Rarity at first, but before I knew it, we were suddenly so very close in a way that felt just so simple, so natural.”

Her grin in response was just so heartwarming that he couldn’t resist smiling back at her. Derpy straightened up and gave a little gesture with her chin towards the house. “You cheat, Dusk. You are far better with words than I am. Come on, let’s go inside, before Amethyst begins to worry about us.”

Accepting her words, he moved to walk inside, and was pleasantly surprised as she crossed arms with him, just like how Rarity liked to do. As they walked inside together, Dusk eyed the walls that were lined with hooded candles, the smoked red-pink glass casting a light of soft hues that evoked feelings that were hard to confuse.

Waiting on the bed, only just dressed in white and pale blue silks that gave her body an ounce of privacy, was Amethyst. Hanging in the air, the rich smell of thick musk gave away the heat of Amethyst’s arousal and the flush in her cheeks made it clear she had only recently stopped pleasuring herself to ready herself before they entered. When she called out, her voice had a deep, pleading tone to it, rather than a greeting. “Please~ Derpy! Come back to me!”

Derpy froze up at those words, as if torn between the words of need from her lover, and their plans for the night. A look of embarrassment crossed her eyes as Dusk watched, and she put a hand on his mouth, hushing him in hopes he'd understand.

So he fell silent, and when she was sure he would stay so, she turned back to the bed, dropping to her knees and shuffling in tight against the edge of the bed. To his shock, Derpy lifted the hem of Amethyst’s dress and revealed the smaller mare’s slick sex. Without a hint of shame, Derpy pinched the lips of her lovers cunt, leaning in and dragging her tongue over the trapped flesh.

The lewd sounds that Amethyst began making in response to Derpy’s ministrations quickly grew louder as she moaned and arched her hips off the bed. To his shock, Amethyst grabbed Derpy’s head with both hands and shifted her knees to pin her lover’s head where it was.

Their lustful noises grew deeper as they continued, and Dusk couldn't help but watch as they continued, and began to wonder just what he should do. With a sudden sharp moan, Amethyst’s spine arched and she clutched the back of Derpy’s head, her fingers entwined into the blonde mare’s hair, tugging violently as she rode the waves of her orgasm, her screams of pleasure weakening as she relaxed.

As Derpy finally freed herself from Amethyst’s legs, her face drenched with Amethyst’s sweet honey scented juices, Dusk was about to offer her a hand to stand up, but she ignored his offer and went straight between his legs. Her fingers unbuckled his pants and roughly pulled them down his hips, letting them pile up around his ankles. Her eyes now hungry, she pulled his cock free of his underwear, her drool mixing with the juices on her face as she sucked his cock into her waiting mouth.

Shocked at Derpy’s forward, needy affections, Dusk could hardly argue with her; the rich scent of Amethyst’s heat, as well as the show they'd put on before him had him rock hard and aching for a turn, despite how awkward he felt. Derpy didn't have Rarity’s expertise, but made up for it with enthusiasm, her eyes locked on his own as she pulled back; letting his cock pop free so her tongue could swirl around the head of his shaft and lap up the dribble of his precum that had formed upon the tip of his cock.

Behind her, Amethyst rose on the bed, her breathing finally calmed, but her eyes still dancing with lust. Derpy’s hot mouth drew his shaft back in again, suckling at his flesh while she dragged the tip of her tongue along the thick blue vein on the base of his shaft, her free hand stroking his inner thigh upwards, until she cupped his sack, rolling his balls in her hand.

Amethyst rolled off the bed and crawled to Derpy’s side, again grabbing Derpy’s head with both hands. With his cock still deep inside the mare's mouth, Dusk watched as Amethyst took great care in licking her own juices from Derpy’s cheeks. The long thorough licks dragged painfully slowly over her lover’s face.

A wicked twinkle flashed in Derpy’s eyes, and she continued to roll Dusk’s balls in her hand, but held still otherwise for Amethyst’s earnest grooming. Slowly, Derpy pulled back along his shaft, preparing herself for the moment Amethyst took her jaw to turn the blonde to face her for a kiss. At that moment, she let Dusk’s cock pop from her mouth, and extended her tongue. A thick white pool of his precum had been carefully collected for just this moment.

The mares kissed, and for what seemed like forever, Dusk felt like he could do no more than simply watch as the mares’ tongues fought in an aggressive battle. Finally, they broke apart and Amethyst leaned against his bare thigh, resting her head inches from his cock. Drooling a little, she licked her lips, her voice low and needy. “That smells goodddd…. can't I have more?”

Derpy laughed, and leaned forward, nipping at Amethyst’s lower lip, as if teasing a kiss but never following up. Her hand lifted from his balls to cup the base of his shaft and she wiggled her eyebrows at her lover. “Ask Dusk, not me. It's his seed; it’s not mine to give.”

Dusk laughed a little and put a hand to Derpy’s head, trying to act calmer than he felt. His pulse throbbed in his veins and his shoulders had begun to ache again. “I'd like to offer you all that you might take, but a man has limits, and I am here for a reason, yes?”

The mares turned to stare up at him and together they laughed as if sharing a hidden joke. Then Amethyst stood up on shaky legs, her hand joining Derpy’s on his hard member, taking up an awkward grip and stroking steadily over the slick shaft. Dusk cupped her chin and lifted it, leaning down to place his lips to hers, and for a moment she let her eyes close, her tongue met his.

The kiss lasted but a moment before Dusk pulled away from her. Amethyst’s eyes had taken on a far-off look, and he took advantage of her dazed state to kiss down her chin and onto her neck, lips settling over her cutie mark. He nuzzled the curve of her throat softly, earning a sharp intake of breath from the small mare. He parted his lips and grazed his teeth over her soft skin momentarily before nipping down on one of the diamonds adorning her throat, and she let out a long, shuddering moan, eyes rolling to the back of her head.

When Amethyst finally separated from him, her breathing had sped up considerably, and her eyes had grown pleading again. Putting both of her hands on his, she gently but firmly walked across the room to her bed, and left him behind there, climbing up onto the bed, face down. Finding a spot she liked, the short mare spread her legs wide, lifting her hips. Her tail flicked to the side, revealing the bare lips of her moist sex for him, her thick with need. “Then mount me, Dusk, and fill me full of your seed. Sire my foal, and I'll return your kindness in turn.”

But before he could move, Derpy was there, her dress gone, and her bare breasts hanging, sagging a little without the support of a bra. Dusk found his eyes momentarily drawn to her cutie mark, the dazzling array of bubbles spread from her hip up along her back. She crawled across Amethyst’s back, laying on her lover’s spine, two fingers slipping between the lips of her sex to spread the slick folds open. Her eyes were drunk from the intoxicating scent of Amethyst’s heat and, he realized as she spoke, likely her own growing false heat. “Come, Dusk, and spill your seed so we can have a beautiful foal. A mare to make a mother proud. Or a colt as strong as his sire.”

Dusk watched, and knew things would be awkward around the mares for months after tonight, but the erotic scent of mare heat was demanding, and he could hardly say no to two mares that were so lovely. Stripping properly, he watched Derpy’s fingers work the depths of Amethyst's sex, the blonde stopping only occasionally to lick them clean, or bite playfully at the curve of the plumper mare's ass, even as the fingers of her other hand toyed with Amethyst’s tail.

Dusk took one last step forward and joined them on the bed, crawling up until his straining manhood brushed the soft flesh of Amethyst’s thighs. Derpy stopped her torment of her lover, and Dusk took her head in a strong grip, like he'd seen Amethyst do to her before. Willingly she let him guide her face down to his shaft, and engulf him in her mouth again, working her lips across the surface while her tongue found his tip, tormenting him with long heavy licks. Dusk let out a low groan at the treatment, hips rocking gently in time with Derpy’s movements. When he felt as if he couldn't get any harder, he let go of her head, and tried to pull out of her mouth, but Derpy gave a greedy moan and suckled at his cock, making his hips quiver with pleasure from the pressure of her swallowing motions, squeezing and milking his throbbing flesh.

He was forced to take a firm grip of her head again, which made her moan and finally release his shaft, though she pouted up at him. The look she had on her face was too hard to resist, and he leaned down, his voice a whisper. “I need that for somepony else right now, but you could try licking my horn. Just watch the scar, it's very sensitive.”

Free of Derpy now, he adjusted his hips forward, until his thighs pressed against the back of Amethyst’s hips and he made contact with her soaked slit. Thankful of the extra lube Derpy had so eagerly applied to him, he drove his engorged shaft inside in a single, slow stroke to test if he needed to be careful of her virginity. No wall stopped him, but she was tighter than Rarity or Applejack, and her moans got louder and more needy the deeper he slipped. He had to take a firm grip of her hips to keep her from sliding further forward under the pressure of his thrust, and for a moment he lingered in the pleasure of her warm sex.

Derpy made an unexpected return, taking a firm grip of his shoulders so she could use him for balance. She rose up onto her knees so her head was level with the long tip of his purple horn. For a moment longer he waited to see what she would do, and took the time to catch his breath, his eyes closing as he held Amethyst’s hips while he remained deep inside the mare's hot sex.

Derpy’s tongue reached out between her half-parted lips and swirled a tentative loop across the tip of his horn. The jolt of pleasure that shot down its length and straight into his spine made his knees shake and jaw gape. Satisfied with her experiment, Derpy met his eyes and smirked before backing off, returning to Amethyst’s side so she could nibble at her lover's ear, fingers dancing across the ridges of Amethyst’s spine in what looked like a familiar comforting massage, some private thing between the lovers, some sign of support.

Dusk gripped Amethyst’s hips tightly, shifting all of his weight onto his knees, taking one last careful breath to steady himself, and began to pull back from her depths. The mare gave a moan and whimper, her fingers hunting for something to cling to in the blankets of the bed. One arm wrapped around Derpy’s body and pulled her lover closer, for comfort.

When his tip was just threatening to pop free, Dusk steadied himself over the mare’s elevated hips, and thrust himself deep into Amethyst again, driving his hips against her own while making sure to pull her back against him, the resulting smack of flesh-on-flesh suddenly loud in the room. The next time he pushed forward against her sex, Amethyst began to roll her hips back against him, picking up his rhythm and easing into the movement.

Derpy had curled in against Amethyst’s side, down enough so she could slide half under her lover, and while Dusk couldn't see much, the sloppy sounds of Derpy’s mouth on Amethyst’s breasts filled in much of the details.

A sudden, wicked little thought crept in, and unable to resist, Dusk drew one hand from Amethyst’s hip, following the trail of Derpy’s bubbles down her body and across her hip. Diverging from the path her cutie mark drew, he put his index and middle finger together and drove them into the wet folds of Derpy’s exposed cunt, earning an instant cry of pleasure from the mailmare. Her voice deepened into warm moans as he began to wiggle his fingers inside her depths, stroking pressure against her sensitive inner walls.

Amethyst’s groans and moans had quickened as Dusk continued to thrust, and she had taken over the thrusting motions while he was distracted by tormenting Derpy with his playful fingers. Sudden waves of demanding pleasure pulled Dusk’s attention back to her, however, as their slick hips continued to slap together. The show the two mares had put on for him, the smell of Amethyst’s heat, and the sheer physical pleasure she was giving him all came to a head, and with a long, low moan, he came several long, thick, and heavy ropes of cum, coating the walls of her sex.

Finding his energy waning as she continued to thrust back at him, it was her words that caught Dusk’s attention. “Just- gnah! Just a little more! Oh, damn it, I'm so close!” The wanton lust in her voice and her continued thrusts backwards made Dusk grip her hip again, and he freed his fingers from Derpy’s cunny to retake hold of her other hip with that sloppy hand. Driving into her in rhythm with Amethyst’s thrusts back, he tried to make each thrust as deep and forceful as possible, gritting his teeth against his own over-stimulation after having came so recently.

Screaming the whole time, Amethyst at last came again, arching her spine against him and sitting up tall in the bed. Forced to sit back as she rolled her hips, Dusk found himself supporting the mare as she half-crouched in his lap. For a long minute, they hung there, his sweaty chest to her smooth back. Together they panted for breath, and he moved a hand from her hip up across her front, until he cupped one of her breasts. Pawing playfully at the warm flesh, he couldn't help but tease a little. He let out a soft breath against her ear, feeling her writhe against him at the sensation, and he murmured, “Now I'm glad I offered to help. This was quite educational.”

Laughing together, they fell forward to the bed. Derpy had moved aside and watched them, two of her fingers deep inside her sex, replacing his missing digits. Dusk did his best to cushion their fall, bracing their bodies’ impact with one arm, holding her to his chest with the hand on her breast. Panting for breath, he nuzzled at Amethyst’s throat.

Face down under him, Amethyst rubbed her belly with both hands, murmuring with echos of their pleasure, and after a moment she turned her face to look to Derpy and giggled like a filly. “Stallions can be a lot of fun. I'm surprised you could give them up for me.”

Derpy laughed a little, and the sounds of her fingers squelching in the slick folds of her sex continued, even as she used one hand to crawl up the bed to put her face level with Amethyst’s. They shared another deep and lingering kiss, inches from Dusk's eyes as he continued to linger, catching his breath and fighting off exhaustion. Derpy laughed softly when their kiss broke, her free hand tapping Amethyst’s nose before she moved her fingers to carefully dance over the spiral of Dusk’s horn, eliciting a chill that ran down his back. “I love you, Ame. I didn't give stallions up, call it… an extended break?”

Amethyst laughed, and rolled her hips forward, letting Dusk’s half-soft shaft pop free of her, the sloppy mess they’d made running down her thighs. Flipping herself over onto her back, but still under Dusk, she let one hand trail over his chest as her other reached out to squeeze Derpy’s free hand. “You've taken long enough off. If he has the energy, why not have a turn?” Her eyes turned up to him and she gave Dusk a warm grin. “Well? Are you up to giving her a turn too?”

Weary, Dusk looked at Derpy, and her eyes did their best to watch him in return, while her fingers still worked the depths of her sex. Unable to help himself, Dusk laughed, and sat up to scoop his arms around the loveable blonde’s hips. He rolled her over until she straddled Amethyst, laying on top of the smaller mare. He had to lift himself back up onto his knees to rise high enough to mount her, but Derpy’s damp folds were warm and inviting, rejuvenating his flagging lust as she tickled his belly with a flick of her tail. He pressed his hardening shaft against her slick pussy, and leaned down to kiss the back of her neck. When he began to thrust into Derpy’s sex, he felt stronger, and finally answered them. “I wouldn't mind. The sound of you playing with yourself was rather hard to ignore, I doubt I'd be able to sleep until you were satisfied one way or another.”

Derpy’s moans were happy and she chose to laugh rather than answer him, her lips hunting down the wet spot he'd left after teasing Amethyst’s cutie mark. Dragging her tongue across the diamonds, Derpy proved she knew her lover well, blowing softly at the wet flesh, and watching as Amethyst squirmed under the weight of their bodies atop her, crying out, happily, but whimpering all the same. “Stop it! I'm sensitive! You're evil, Derpy!”

Derpy did stop, but only as Dusk began exploring her back, finding the same odd mound around the base of her wing joints he'd noticed on Dash when they jogged together. The lightest brush of his fingers across the muscles made Derpy moan and shiver reflexively, and he stopped right away, watching her worriedly.

Derpy pouted and looked over her shoulder back at him, sticking out her lower lip. “Dusk! Don't stop! I love that, just don't get too rough, my wing muscles are really sensitive!”

Invigorated by her words, Dusk let his hands again trace across the bare flesh of Derpy’s back, rubbing against the ridges of her spine as he made his way back again to the joint of her wings and back. He started thrusting into her welcoming sex as well, and realized as he took his time, that Derpy was back to playing with Amethyst’s breasts and even teasing her cunny with two fingers. Ame gave soft moans, and started rocking against the momentum of his thrusts into Derpy, setting a rhythm for all three of them.

As his hands again approached the soft mounds of muscle that circled the joint of wing and back, Dusk was even more careful, letting the tip of his index fingers circle around the border of flesh he could just subtly identify now that he studied the mare’s body more closely, fascinated by the moans she released even at that slight contact. “Maybe every clan has a sensitive spot? Our horns for unicorns, the base of a pegasus’ wings, but what about earth ponies? Maybe I'll have to ask Applejack next time we're together.”

Feeling more confident as he explored the subtly-defined outline, Dusk extended his arms to clutch her shoulders, but turned his grip so he could drag his nails across the ridge of her sensitive muscle, driving deeper into her as he continued to grind his hips against hers. The rising tide of her moans grew more powerful until she froze up for a moment, and he felt a powerful shudder shoot through her body before she went limp under him. A long, satisfied moan told him that she had finished. Dusk kept going, but he knew he was only a few more quick strokes from finding his second climax.

As though she sensed his impending finish, Derpy turned around to catch Dusk’s gaze. “Dusk, not in me! Sa-save your seed for Ame!” Derpy’s voice was exhausted but insistent, and Dusk had frozen up at first, worried he was doing something wrong. Awashed with relief, he pulled back, letting his hard meat pop free and rub across her thigh, using both hands to prop up Amethyst’s hips again so he could reenter her sex, the smaller mare still supporting Derpy’s weight. Dusk’s eyes slipped closed as he thrust down into her, making the mare moan at his renewed assault.

It only took a few more thrusts, and Dusk’s seed again burst forth in three more shots of thick ropey rounds, filling her walls again while he struggled to keep his balance. Panting for breath as Dusk laid his forehead on the back of Derpy’s neck, his hands stroked across the bodies of both mares at random, not really sure who he was touching or where. Breathing shallowly, he needed a moment to recover.

Amethyst shifted her weight a little, letting Dusk’s cock pop free of her walls, his head rubbing across her thigh still dribbling seed. Her voice was distant, and Dusk struggled for a moment to clear his muddy thoughts. “Dusk… will you stay? Will you remain longer with us? Will you… after tonight, will you return to my bed for my next heat? Until we finally have our foal?”

Dreamy thoughts pushed aside at last, he slipped off Derpy to the free space beside Amethyst on the bed. His fingers stroked across her jaw while he smiled warmly, staring deeply into her eyes. “You’re sweet to worry, Ame. And yes, until you find a stud more suiting your taste, or you have your foal, I’ll return for your heats. I promise.”

Author's Notes:

That... took way longer than I expected. Hopefully you all enjoy it, with the recent release of Fallout 4 my production pace has dropped like a rock.