Author's Notes:

Characters: Api (age: 16), Echo (aged: 18), Pixel Bit (age: 18) [click names for character bios] [click their AGE for older versions]

Tags: Slice-of-Life

Triggers: Hoofing, Cunninglingus, Tentacles (‘cause this was coming eventually), Magical Creampie

It had been years since they had come back to this clubhouse, years since the three fillies each got their cutie marks and were busy perfecting their special talents. But they never forgot this place, although some would call it their secret clubhouse, it wasn’t very secret. Api, Echo, and Pixel, had gotten their cutie marks right around the ages of eleven to thirteen, no longer being called “blank flanks”. And now, they were three grown mares, taking a look at their hideout, Api having called them here for one thing and one thing only.

“Can’t believe we’re saying goodbye to this place,” said Api.

“Yeah, but it was a lot of fun hanging here! Even though we didn’t do as much ‘crusading’ like our mothers did, it was still nice,” said Pixel Bit.

“Mmm-hmm, definitely, but why was it that you called us out here Api?” Echo asked.

Api, the shortest among them, colored white with brown spots and a short red mane, looked upon her fellow friends. Echo sat there, her gray wings fluttering a bit in anticipation, and Pixel, the pale colored unicorn, the tallest and, as the local ponies would agree, the cutest and most beautiful mare in the town.

“Well, summer’s about to start, and Ah thought we could kick it off by havin’ a good old fashioned slumber party here in the clubhouse!” Api suggested.

“Api we’re, like, eighteen –”

“Well, actually we’re eighteen, Api’s sixteen.” Echo corrected.

“Right, but anyway, slumber parties in treehouses sound a little…foalish,” said Pixel.

“Awww, c’mon Pixie! We never did have our ‘graduation’ from bein’ crusaders! Ah thought we could do this one last thing, y’know, a proper send off!”

Echo and Pixel thought it over, true, they were older than their friend, and soon they’d all be too busy with their special talents and doing whatever to properly spend time with each other as friends. After mulling it over for a bit, and having had to endure the puppy dog eyes of the young apple filly, Echo and Pixel relented to her suggestion.

“Eh, why not, one last slumber party of the former Cutie Mark Crusaders!” Pixel said.

“Alright! You gals go and get yer stuff ready, and we’ll meet back here around sundown!”

“Gotcha,” said Echo.

And with that established, the three young mares went off in their own directions. Api ran for her home, Pixel teleported away, and Echo flew off into the sky towards her home. Api was really happy about this, yes indeed. True that they weren’t fully crusading a lot, but the adventures they had together were fun, even if they got into more trouble than they’d care to admit. But from what her mother told Api, the former Crusaders got into just as much if not more than their own daughters.

It didn’t take long before Api finally reached her home, a little house a few ways away from the main house were her cousin, Golden Delicious, and her Aunt Applejack and Uncle Caramel lived. Api’s mother, Apple Bloom, watched as the young filly ran into the house quickly saying “Hi Ma!” before heading upstairs to her room. Curious, Apple Bloom walked upstairs to see what her daughter was up to. Inside her room she saw the youngest apple quickly pull out a sleeping bag and flashlight, and other things.

“Whoa now Api, what’s got ya in such a hurry?” Apple Bloom asked.

“Sorry Ma, but I just wanted to get everything ready for tonight!”

“Tonight?”

“Yeah, Echo and Pixel said yes to havin’ one last slumber party in the treehouse!”

Suddenly Apple Bloom went rigid, her cheeks flushing as her pupils became the size of pinpricks.

“O-Oh, y-ya are huh?”

“Yeah…um, Mum, why are your cheeks all red like that?” Api asked.

“What about my cheeks?! Oh, uh, nothin’ it’s just so gosh darn hot! Woo-wee, summer heat and all,” said Apple Bloom as she fanned herself with her hoof.

“Ooooookaaaay…Well, I’m going to go and get the treehouse set up for us! Oh and Ma, please don’t check on us like you used to, Ah just want this be special, just me and my friends.”

Apple Bloom gulped. “Y-Yeah, okay sweetie…just uh…promise yer Ma one thing?”

“Okay.”

“Um…if ya can at all, please stay clear of Truth or Dare.”

Sweetie Belle was busy reading a book in the living room, she wanted to play a few games but refrained from doing so until her husband came home, else she never hear the end of it about why her character had jumped five levels above his own. She could already hear his adorable whining of “Sweeeetie Beeeeeelllllllleee!” but she knew exactly how make him feel better, and let’s just say it involved playing with his special “joystick”.

Suddenly Sweetie Belle’s horn sensed the buildup of magical energy. She watched as a small orb of light appeared in the living room, she wasn’t worried, she could already tell who’s energy it was. After a couple of seconds the orb burst open, revealing Pixel Bit. The young unicorn mare looked around and saw her mother laying on the couch as she read a book.

“Hi Mom!”

“Hi Pixie! You usually don’t use teleportation unless you’re in a hurry. What’s the occasion?”

“Oh it’s nothing too big, I’m just going to have a slumber party with Api and Echo!” Pixel answered.

“Oooooh, really?! Are they coming over, I can make some snacks?!”

“No, that’s okay, we’re actually going to have it in the old CMC clubhouse!”

Sweetie Belle lowered the book she was reading and eyed her daughter with intrigue.

“Oh are you now?”

“Uh-huh, Api suggested it. I didn’t really think it would be that good, but on my way here, I started to think ‘Why the hay not, it’ll be like when we were foals again!’ Besides I like that place!”

Sweetie Belle placed a bookmarker in between the pages and set it down. Pixel then watched as her mother went into her room and disappeared into it, shrugging it off, she went up to her room to get a sleeping bag and whatever snacks and stuff she thought they’d need for their slumber party. About ten minutes later, Pixel’s mom entered her room with a strange square shaped package floating in her magical aura.

“What’s that?” Pixel asked.

“Oh just something that might’ve made things more fun during me and my friends’ last slumber party in the treehouse. Just promise me one thing though.”

“Okay, sure.”

“Don’t open this right away, I can’t say why or how, but if the circumstances are right then you’ll know when to open it, till then, keep it wrapped up.”

Sweetie Belle then placed the package among the things Pixel had assembled, she then nuzzled her daughter and left the room. But before she did, she stopped in the doorway and gave a quick glance over her shoulder. Sweetie giggled knowingly and left the room, thinking of how her own friends were dealing with their daughters.

The gray pegasus mare made it to her house, unlocking the door and entering. She heard her mother’s voice from the living room and another voice that wasn’t her dad’s. When she went into the living room, Echo saw that her mother, Scootaloo, was in the middle of talking to a familiar mare.

“Aunt Rainbow Dash!” Echo cried out.

Rainbow Dash spotted Echo and smirked at her. Echo rushed over and gave the pegasus mare a hug.

“What, no love for your own Mom, I’m in the room too ya know?” Scootaloo joked.

Echo blushed, released Rainbow and quickly gave her mom a hug. Scootaloo acted like the hug wasn’t going to make it up to her, but within a few seconds she relented to her daughter and hugged her back.

“Ah, don’t blame her Scoots, it’s kinda hard for anypony to see anyone else once I’m in the room,” said Rainbow Dash smugly.

Scootaloo rolled her eyes playfully. “Yeah, yeah, Dash, you’re the most awesome mare in Equestria and I live to serve you.”

“Nah, I got Soarin for that, but thanks anyway. So, what brings ya home kiddo?”

Echo released her mother and stood back so she could look at both mares directly.

“Oh that’s right! Mom, I’m going to have a slumber party with Api and Pixel tonight, is that cool?” Echo asked.

Scootaloo waved a hoof at the question. “Of course it’s okay, are you three having it here or at one of their houses?”

“We’re going to have it at your old clubhouse actually!”

Scootaloo’s eyes went wide and her cheeks flushed red, followed by an audible “pomf” sound as her wings flared out. Echo looked at her mother in confusion, but Rainbow Dash seemed to understand what the reaction meant.

“Um, Mom, are you alright?”

“Echo, why don’t you get ready, I’ll see what’s up with the spazzoid here.”

Echo just shrugged and went up to her room to get things ready. Rainbow Dash touched at Scootaloo’s wings, confirming their rigidity. A cocky grin formed on her face as
Rainbow Dash got right in front of Scootaloo.

“Okay Squirt, what’s up? Echo mentions a slumber party at your old clubhouse and you suddenly pop a wingboner, is there something to that I should know about?” Rainbow asked.

Scootaloo shook her head vigorously, snapping herself out of her stupor.

“What, no way! It’s nothing, really! I…I…I was just remembering the last time I…had sex with Rumble! Yeah, woo boy, that stallion really knows how rut me good!”

Rainbow Dash still held her grin, but raised an eyebrow that said that she wasn’t at all convinced by what she said.

“Good to know, and if you’re ever in the mood for a foursome I’ll let Soarin know. But back to the issue of your wings going stiff when Echo said ‘slumber party’ and ‘clubhouse’.”

Scootaloo’s face blushed harder, she started to rub her left foreleg nervously as she averted her gaze from her surrogate sister and idol. Rainbow Dash was becoming a little worried that Scootaloo didn’t say anything, even a mare as old she was shouldn’t be this embarrassed.

“Hey, Scoots c’mon. It’s me, Rainbow, you know, your big sister, the one who took you under her wing.” Rainbow Dash placed a hoof under Scootaloo’s chin, raising it to meet her gaze. “If there’s anypony you can talk to it’s me, I promise whatever it is it won’t make me think less of you. And if it’s something that concerns Echo then you really need to tell me.”

Scootaloo sighed, she knew she couldn’t keep a secret from Rainbow Dash, they had grown too close over the years to not tell each other deep dark secrets. But this was one that neither of the three friends had told anypony, not their husbands, and definitely not their sisters. So, breaking years of silence, Scootaloo moved closer to Rainbow Dash and whispered her secret into her ear.

“Uh-huh…Uh-huh…Truth or Dare…? Hooves…? Horn…? Wait you guys did – for how many hours –?!”

“Shh, shh, shh! Dash please keep it quiet! I promised the girls we wouldn’t tell anypony!”

By the end of the tale, Dash’s face was red too, and her wings threatening to go stiff as well. The rainbow maned mare took a moment to compose herself before speaking to Scootaloo.

“Look there’s nothing wrong with what you guys did, a lot of mares do…certain things, when they’re at that age, so it’s cool. I mean, you wouldn’t believe some of the stuff I did as a teenager, especially with some of the mares.” Rainbow shook her head. “Point is, just because that happened to you three at the clubhouse doesn’t automatically mean that it’ll happen with Echo and her friends.”

Scootaloo sighed heavily. “I know, I know, I just…I guess I was alright with what we did, I mean, we all three married the ponies we loved and we do love them, but at the same time I don’t regret what we did in there…”

“You shouldn’t, but if that does happen, so what? At least you guys will be there to lend them a hoof through it if it does happen. Okay?”

Scootaloo smiled. She then embraced Rainbow Dash in a comforting hug. The older mare nuzzled the top of the younger’s head, reassuring her that it was okay.

“Thanks Rainbow, kinda feels good getting that off my chest.”

“No prob…by the way, when’s Rumble coming back?”

“Oh, he said he’s going to be at the Weather Factory all night, they’re preparing a storm system so he’s bunking there to help out.”

“Cool…” Rainbow let one of her wings fan out and brush against Scootaloo’s cutie mark, making the mare in her forelegs shiver.

“R-Rainbow Dash…!”

“Chill Scoots, when Echo’s gone, what’s say you and I have our own ‘slumber party’? Just you and me?”

“…………You suck.”

“That and more.”

Api, Pixel, and Echo were really enjoying the slumber party, more than they thought actually. All three did a little gossip about the ponies they liked, and would like if not for this or that. They also got a chance to catch up with each other, not realizing just how much time they haven’t spent together over the years when they got their cutie marks.

Echo was going to be trying out for the Wonderbolts soon, with her cousin Whirlwind putting in a good word for her, and with Rainbow Dash putting one in for her as well. But she was adamant that that was all she was allowing as far as help, Echo was going to show her stuff in the Academy when she went and show them all that with or without help she earned her place.

Pixel was more or less ambitious about her talent. She was always being called a beautiful young mare, and arguably the prettiest mare in town. Pixel never really let it go to her head, just shrugging off the comments, but she did however volunteer frequently for her Aunt Rarity’s fashion shows. Pixel stated that her special talent was spreading cheer and helping others to realize the good inside them, it was hard to explain so she just left it at that.

Api explained her cutie mark, which now that they looked at it, made a lot more sense. She was always an adventurer, the self-proclaimed leader of their group and of course they were content to follow. But Api really had an adventurous side to her, always wanting to explore the Everfree Forest despite her cousins, aunts, uncles, mother, and father telling her to stay away from that place. But now she wanted to be more than this, she wanted to go places, and her cutie mark of many apples in the pattern of tracks, symbolized her passion for exploration.

Admittedly Echo and Pixel were worried about their young friend. Despite her larger than life ambition and attitude, she was still quite small for a mare her age.

“So what? Starburst was short too, and now she’s Captain of the Royal Guard!” Api argued.

“Well, yeah, but Starburst is…well…Starburst, I mean that mare can be really intense when she wants to be. And well…sometimes your plans and adventures don’t always pan out,” said Pixel.

“Ah blimey, cut me some slack will ya Pixie?! I may cock up once in a while, but I get my misses sorted out! At least before anypony finds out, that is,” said Api, her Trottingham accent slipping out.

“Don’t worry Api, Pixie’s just worried for you, but we both know you’ll do great,” said Echo.

Api smiled at Echo and to Pixel, all three girls were in their sleeping bags with a lamp illuminating at the center, they were surprised that the treehouse could hold all three of them even as old and as big as they were. They had to give Api’s mother her props, she did a good job in making the CMC clubhouse spacious.

“So what should we do next?” Echo asked.

“Oh I know, how about Truth or Dare?!” Pixel asked.

Api was about to say yes, but her mother’s words suddenly popped back into her head.

“Oh…um…maybe we shouldn’t y’all,” said Api.

“C’mon Api, it’ll be fun! Unless of course, you’re a scaredy pony,” said Pixel.

She tried to avoid it at least. “Ah ain’t no scaredy pony! Let’s go!”

Echo rolled her eyes, knowing that Api had a bad habit of agreeing to do things if somepony said she was afraid. Pixel stuck out her tongue as she thought hard about which to do first.

“Okay, truth or dare?”

“Truth!”

“Okay, starting off light. So, Api, have you ever kissed a colt?”

Api’s face went red. “What the hay kinda of question is that?!”

“Hey, no question is off limits during Truth or Dare. So c’mon Api, dish!”

Api fidgeted in her sleeping bag, her eyes darting from Pixel to Echo. After a few seconds of grumbling and muttering she eventually gave in.

“……Nighty……”

Echo’s ears perked up. “Did you just say…Nighty?”

“Yes…”

Pixel’s eyes widened. “Oh wow! You guys are total opposites, how did it happen?!”

“Hey ya asked if Ah kissed a colt, and Ah told ya, ya never said Ah had to say the how!”

Pixel puffed out her cheeks in annoyance, and at the same time cursing herself for not being more specific in her request. So she relented and let Api have her turn.

“Okay Pixie, Truth or Dare?” Api asked.

“Hmmmmmm, dare me sucker!”

Api had a devious look in her eyes, not at all made better by the grin she had on her face. Echo was starting to get worried when those same eyes traveled to her.

“Ah dare ya to kiss Echo!”

“WHAT?!” Echo shouted.

“On the mouth, and hold it for a full ten seconds.”

“There is no way she’s –!”

“Okay.”

To the surprise of both mares, Echo more so, Pixel got out of her sleeping bag and plopped herself right beside Echo. Without warning the unicorn mare pressed her lips against Echo’s. The gray pegasus’ eyes flew wide open when their lips made contact, watching Pixel close her eyes as she gently pushed against her. Echo could feel the softness of her friend’s lips, and the delightful scent of her mane and fur.

Api, for her part, wasn’t really expecting Pixel to agree to that. She was going to lord it over her and call her chicken, but she never thought Pixel would actually kiss Echo! And what was stranger was that she seemed totally okay with it, Echo was just frozen in place, but Pixel had closed her eyes as if it were an earnest kiss.

Pixel finally broke the kiss and looked at Echo through half lidded eyes. “You okay Echo?”

Echo slowly nodded.

“Well, was that ten seconds?”

“Uh-huh,” said Api.

“Great!” Pixel then moved back to her sleeping bag as if nothing had happened. “Your turn Echo!”

Echo shook her head, regaining her composure. “Oh…uh…Api, Truth or Dare?”

“Truth,” said Api, still in a daze.

“Okay…Why the hay did you ask her to kiss me?!”

“Ah didn’t think she’d actually do it!” Api confessed.

“What are you two getting so worked up about? It was just a platonic kiss,” said Pixel.

Api and Echo both looked at Pixel with great confusion. “A platonic what?”

“A platonic kiss, like what Annie’s friend Miss Amber does. She kissed Annie once on the mouth a while back.”

“Yer lyin’!” Api accused.

“Nope, Prim Bolt was there when it happened.”

Echo made a mental note to ask said stallion if that was true or not. “So what, it’s okay to just kiss your friends on the mouth?!”

“Pretty much, I mean, we’re friends, so it’s alright.”

Echo and Api weren’t sure what worried them more, the fact that Pixel seemed totally okay with this or if there was something else “platonic” that she was okay with doing.

“Well since you wasted your turn, it’s my turn! Echo, truth or dare?”

“Uh…dare – wait – I meant truth! Truth!”

“No take backs!” Pixel decreed. “I dare you to make out with Api for one. Whole. Minute!”

Echo and Api’s left eyes twitched, both glanced at each other and quickly turned away as their faces tinted red.

“C’mon Pixel it was just a joke! Don’t make Echo do this!” Api pleaded.

“Well…you can choose to pass. But that only means that if you choose dare or truth the stakes are doubled.”

“Doubled?” Echo asked with dread.

“Yep, like say: if you chose dare again. Then you’d have to do something really embarrassing, or if you chose truth you’d have to reveal something deep and dark. So, either way, take your lumps now or later?”

Echo looked to Api, she wasn’t sure if she was ready to do something like that, she wasn’t even ready for when Pixel kissed her. Which for some reason still made her lips tingle with tiny jolts of electricity for some reason. Echo gulped, it was probably a bad idea. No she knew it was, but she just wasn’t up to it.

“Pass,” said Echo.

“Oh well, your turn Api.”

“Truth or Dare?” Api asked.

“Well, I did a dare already, so truth.”

Api wanted to get back at Pixel for embarrassing her and Echo like that, so she thought of something really embarrassing that she knew would derail Pixel. The young apple even smirked as she thought it up.

“Pixie, how do ya take care of yerself when yer alone?”

Echo just slammed her head against her pillow, groaning as she did not want to know or hear this.

“Oh that, nothing special. I sometimes wait if my parents are out of the house, I mean it would be soooo embarrassing to have them walk in on me. Anyway, I just lie back on my bed, usually start with my teats, rub them in circles and play with nipples to get myself worked up. Once I do that I start thinking of a stallion, sometimes I think of a mare just to shake things up. Once I have that in mind, I move my hoof down and start making circles around the vulva, and then once I’m sure I’m wet enough, I slowly push my hoof inside.”

Api just gawked at Pixel, and Echo was doing her best to suffocate herself with her pillow, but to no avail.

“Once I got a good rhythm going, I use my other hoof to play with teats again! The wetter I get the more I can push in, sometimes I’ve gotten my whole hoof in me when I’m really in the mood! Once that’s going on I just work at it, going faster and harder, faster and harder, until eventually I just, well you know, burst! The hard part’s the cleanup, I used to use a towel, but I learned a spell that could clean up embarrassing stuff like that within few seconds. And that’s pretty much it.”

Pixel looked around the clubhouse, noting the fierce blush on Api’s face and Echo’s flared wings. The unicorn mare had a cattish grin on her face, seeing the reactions she got from her friends. Unfortunately, talking about all that got her a little hot and bothered, she squirmed on her sleeping bag, trying to rub her thighs together to scratch the itch that was building.

“Echo it’s your turn,” said Pixel.

Echo raised her head out from her pillow and sighed. “Fine, Api, truth or dare?”

Api had picked truth already, so she knew she had to pick dare or it wouldn’t seem fare to her friends.

“Dare.”

“Since this is obviously going downhill into the gutter, might as well not stop. Api, I dare you to…*gulp*…turn around and show us your marehood!”

“MY WHAT?!”

“C’mon Api, you have to. I just told you all that, and besides we all have one, not like yours is any different,” said Pixel.

“But…Yeah but…Oh fine!”

Api got up and turned around, her tail was tucked between her legs and her pink bow tied at her dock. Her face felt like it was on fire, she couldn’t believe she was about to flash her two best friends, but at this point it wasn’t like she could do any less after what Pixel said. Api just kept reminding herself that they were all mares here, and that they used to take baths together all the time, they saw every bit of each other back then. So it wasn’t that much different, but still, why did it feel different.

The young apple spread her hind legs and took a deep breath. She then lifted her tail higher and higher, and gave a quick flick to the side to reveal her privates. Echo, although the one to suggest the dare, tried out of modesty not to look. But still, curiosity won out and she looked. Api’s pussy was a cute shade of pink, along with her puckered anus, the splotches of light brown didn’t seem to cover this area, leaving her white fur to contrast the pink color and make it stand out.

Pixel was staring intensely at it, noticing that her friend’s marehood had a bit of a sheen to it. Her mind registered this and it only made the ache in her own marehood grow stronger, making Pixel have dirty thoughts about her friends. Even though she had told them all that, and the stuff about the platonic kissing, she wasn’t so sure if she could keep her other…quirk, under control. She was always a hyper and spontaneous filly, and not really one to question the whole “I’m into mares and stallions” thing.

Although right now, her libido was quickly rising the longer she stared at Api’s pussy. But her trance was severed when the young apple quickly tucked her tail back, spun around, and sat back down, keeping her eyes glued to the floor. Pixel could tell that the girls were getting bolder, and maybe a little more comfortable with where this was going. Api may be the leader, but right now, Pixel was about to take the reins of this situation.

“Echo?” Pixel asked.

“Dare…”

Pixel waited to see if she was going to retract the statement, but it seemed like she meant it.

“Well, all this talk about marehoods, making out, and stuff is kinda…well, I need to take of business. So, I dare Echo to help me!”

“WHAT?!” Echo cried.

Echo answer came when she watched Pixel turn around on the floor, pointing her rear towards them. She let her tail fall against floor, revealing her wet marehood to both her friends. Api and Echo were speechless in this moment, they had no idea what to say or do right now.

“Echo, c’mon, it’s kind of been bothering me for a while, and it would help a lot if you did it,” said Pixel sincerely.

Echo turned to Api, giving her this look that asked “Do I have to?” Api looked back to Pixel, at war with her mind. Truthfully she was taught not to touch another mare’s privates, heat season had different a set of rules, but none of them were in heat, as far as she knew. But something in Api, her morbid curiosity, wanted to see this. She gave a nod to Echo, a silent way of telling her that she wasn’t against it. Echo gulped and moved closer to the taller unicorn mare.

The gray pegasus sat on Pixel’s right side, looking her body up and down. The unicorn mare’s cheeks flushed from having Echo’s analytical eyes gaze upon her body and exposed pussy. Echo’s gaze traveled lower, seeing Pixel’s two perky teats, and just below them, her increasingly moist marehood. She raised a shaky right hoof, slowly moving it towards that spot, but stopped midway. Pixel noticed the apprehension in her eyes, and slight fear. She gently raised her right hoof and placed it over Echo’s.

“It’s alright Echo,” said Pixel.

“B-But I don’t know…I never…not even with colts…!”

“Shhh, just remember what I said earlier.”

Pixel guided Echo’s hoof lower and lower, letting it hover just above her glistening folds. Echo could already feel the warmth radiating from her friend’s snatch, prickling her hoof with a strange combination of excitement and slight doubt. Pixel gently pushed against Echo’s hoof, putting the flat of it right against her labia. The unicorn mare let out a soft moan as her back arched slightly, the sensation of having another pony’s hoof touch her there was way different from her own.

Echo could feel the warmth radiate through her hoof double upon contact, along with the slickness of her friend’s folds. The pegasus mare had on occasion masturbated, what mare or colt hasn’t really? So she knew what her pussy felt like when she diddled herself, the wetness, the heat, and feel of it, but this was different. This was another mare’s vagina, this was her friend’s most private place, and she was touching it, allowed to…to…!

“Echo…?”

“Y-Yeah?!”

“I would really appreciate it if you started moving your hoof, as good as you touching it feels it’d feel better if you did something.”

Echo nodded. She took a deep breath, remembering what her friend had told them about how she took care of herself when alone. Echo withdrew her hoof from the labia and placed it over her vulva, tracing it in circles. The action made Pixel let out another moan of pleasure as she let herself enjoy the sensations. Echo was becoming enthralled with her own actions, half surprised and half aroused that she was doing this to her friend, a mare she had known since they all three were foals, and now she was…doing this to her!

Api, during all this, just continued to stare at the sight of her friends pleasuring her other friend. Her brain trying to process the scene before her, the sounds coming out of Pixel’s mouth whenever Echo moved her hoof, the soft “shlicking” of each rub against Pixel’s pussy, the growing scent that was quickly filling the room, and the sight of her parted labia, granting Api and ever so brief of glimpse of her love tunnel with each stroke. Api swallowed hard, taking in a breath she didn’t know she was holding. She knew this probably wasn’t something they should be doing, and yet, she was fascinated with the sight of it. Api’s adolescent body was definitely more aroused than she cared to admit, trying to remain the rock in this situation, and yet she couldn’t deny the growing itch between her hind legs and the nagging urge to touch herself.

Ah…Ah can’t…Ah can’t do that, what’s wrong with me?! These are my friends, Ah’m not supposed to think about doin’ stuff like that! But…damn…They’re goin’ to notice soon, they probably already saw that I was a little wet when Ah showed them my cooter earlier…!

“AAAAHH~”

Api’s attention was drawn back to her friends after hearing Pixel let out loud moan. Echo was now using her other hoof, playing with Pixel’s right teat, giving it a gentle massage and the teasing the erect nipple with the tip of her hoof. Pixel squirmed under Echo’s touch, letting herself be pleasured by the pegasus mare’s, surprisingly, gentle and yet strong caresses.

Echo, whose face was still red as an apple, felt that her right hoof was thoroughly coated with her friends juices, knowing that she probably wanted more than just rubbing, she gulped as she got her hoof into position.

“Um…P-Pixie, I’m-I’m going to do the other thing…if that’s okay?”

Pixel didn’t waste time with words, she just simply nodded her response. Echo took a calming breath and gently pressed the tip of her hoof to her friend’s entrance, feeling the warmth of Pixel’s love tunnel wash over her hoof the more she pushed in. Pixel arched her back as she let out a hiss of ecstasy, feeling her pussy stretch to accommodate the welcomed intruder. She felt Echo stop, Pixel looked to her friend, half annoyed that Echo stopped suddenly. Then she saw the worried look on her face and she understood why.

“It’s fine – I’m fine! It just feels really good, don’t stop Echo!”

With the okay from Pixel, Echo continued, further, stopping only when her fetlock brushed against Pixel’s clit. Echo slowly withdrew her hoof, leaving only the tip inside, she then pushed back in, and then out. Adopting a steady rhythm as she began hoofing her friend’s tight snatch. Pixel was lost in the euphoria of it all, she had done this to herself more than once, but this was the first time she had somepony else do it to her, the feeling of a foreign hoof entering and sliding out of her sent shivers up her spine, and made her horn spark with mana. Pixel craned her neck slightly to get a look at Api, wondering how the young apple mare was taking the sight of Echo shoving most of her hoof up her pussy.

Pixel saw Api’s eyes firmly locked on Echo’s ministrations, but Pixel’s focus wasn’t so much on where Api was looking. It was more directed at her body language. The uncomfortable shifting of her hind legs, the red cheeks and the little swishes of her red tail going back and forth. Pixel knew what was going on, even though Api was probably doing her best to try and not clop to this, her body was most likely nagging at her to do so. And Api, the stubborn young mare she was, probably wouldn’t even bother. Some part of Pixel didn’t know whether to pity Api for not clopping to the sight of her getting hoofed, or insulted. But that could wait till after.

“A little faster, Echo…!”

The pegasus mare nodded and sped up her hoofing, the treehouse was now becoming filled with the lewd sounds of Echo’s hoof entering and exiting Pixel’s vagina, letting some of her fluids splash outwards onto her sleeping bag. Echo was starting to find this position she was in difficult to speed up, so she changed it. Pixel soon found herself face to face with Echo, having the pegasus mare above her as she angled her right hoof back into position. Echo started again, only this time she didn’t just hoof her friend faster, she did it harder. Making Pixel throw back her head and let out a moan louder than the last, one. Pixel felt as if she was getting rutted by a stallion the way they were, her eyes locked on Echo as she continued to moan and pant.

Api was now treated to a another sight, seeing Echo’s spread hind legs as the pegasus’ tail unconsciously rose up and gave Api a good view of her friend’s now winking and wet slit. Api couldn’t take it much more, so she stealthily raised her hindquarters and slipped her hoof underneath her. She found her prize quickly and began to vigorously rub herself, trying to match Echo’s movements as she watched Pixel’s hind legs spread more to grant her better access.

Pixel threw her forelegs around Echo, drawing her to the unicorn’s chest and resting her head on her shoulder. Echo was a little shocked by the action, but was quickly finding the intimate embrace comforting. She doubled her efforts more and more, making sure to brush her hoof against Echo’s clit, making the golden eyed mare flinch and spasm with delight.

“Echo I’m going to – to – to –!”

She needn’t finish her sentence, Echo could already sense her friends approaching orgasm. She drew back a bit and curled her hoof up as best she could, making the tip of it push against Pixel’s G-spot. That proved to be the final push Pixel needed as she held onto Echo tighter, letting the dam break and cumming all over her friend’s hoof. Echo struggled to keep her hoof as far inside of Pixel as she could, feeling her inner walls contract to push her out and arbitrarily draw her further in. The feeling of her hot juices splashing over her hoof and a little onto her foreleg made Echo tingle with arousal, making her own marehood let a little squirt of her marecum slip out.

Api stopped to hear Pixel’s cries of orgasmic bliss as Echo continued to slowly hoof her, drawing out the climax and keeping Pixel there for as long as she could. Api wanted to cum too, she had been rubbing herself quite vigorously and was halfway there, but she knew she had to stop, if either of them saw her clopping to the sight of them she’d not only feel totally embarrassed, but ashamed that she took pleasure in watching her friends…masturbate? Have sex? Api wasn’t really sure what to call this whole thing.

After a minute had past Echo began withdrawing her hoof from her friend, Pixel gave a delightful shiver at feeling her cunt becoming vacant of Ehco’s hoof. Echo slowly brought that very hoof up to them, staring at it as if it were foreign to her. She still couldn’t believe that this very hoof, her own hoof, was that far inside one of her best friend, and made her climax like she did. Echo looked back to Pixel, her eyes growing wide as she looked upon the unicorn mare. Those half lidded, gorgeous eyes, the glow that seemed to emanate from them in the low light of the lamp. She felt her heart thump in her chest, Echo had always heard other ponies say how beautiful and cute Pixel was, but this was something else.

Pixel, still feeling a little kinky, opened her mouth slightly and began sucking on the hoof that had just been inside her. Echo gasped in shock, watching her friend lick and suck on her hoof, tasting her own juices and savoring them as Echo watched the entire thing. When she was done, Pixel’s face went back to that adorable playful smile of hers and then booped Echo’s snout with her own.

“Thanks Echo, you uh, you can get off me now, or don’t, completely up to you.”

Echo snapped herself out of the trance and quickly fluttered her wings to push herself off Pixel. The gray pegasus mare hurriedly plopped herself on her sleeping bag, not sure what she was feeling right now, but now aware of her own arousal.

Pixel lazily turned herself around so that her head was facing her friends again, she looked down at the spot where her hindquarters were, noticing the wet spot from where she came, as well as the pungent aroma. Pixel shrugged and went back to propping herself up on her forelegs as she looked at both her friends in an assessing manner. Api was covering her right hoof, putting it under the lip of her sleeping bag, the look on her face told her that she was agitated and a little dissatisfied. Pixel made the connection, grinning at the fact that Api was indeed clopping to them. Echo seemed in the same boat, squirming as she tried not to think about it.

“Well that happened, and I’d say Echo completed the dare with gusto!” Pixel praised.

Echo smiled sheepishly, her face still red as can be.

“So…um…Ah guess it’s my turn then?” Api asked.

A devious idea formed in Pixel’s head, a sexy, devious idea that is. She let out a loud fake yawn and popped a few kinks in her neck.

“Actually, after all that, I’m kind of tired. Let’s hit the hay, thanks again Echo.”

“Wait, we’re stoppin’ now?!” Api asked incredulously.

“Well yeah, don’t see much point in continuing this. I mean, this could turn into something…kinky, if we keep going. After that it’s not really Truth or Dare anymore. Unless of course, you want it to become something else. Do you, Api?” Pixel asked with a coy grin.

Api bit her lower lip. Pixel was right, anything after that wouldn’t really be Truth or Dare, and Api wasn’t sure if she wanted it to be a game anymore. Seeing all that, hearing it, smelling it, thoughts began to buzz around her head. Thoughts comprised of things that she never thought about doing with her friends, but all of a sudden felt that they were possible to do. But what if she was wrong, what if this went into something that she wasn’t sure of or wanted. Watching was one thing, but doing it was another, and she wasn’t even sure if this was just plain sex or experimenting!

“Ah…nah, that’s fine, Ah think we should sleep too, g’night!”

Api quickly wrapped herself up in her sleeping bag, hiding her face from her friends. Echo groaned under her breath, admittedly just as embarrassed and unwilling to admit that she too was feeling aroused, and kinda in the need of having her own release. Pixel sighed disappointedly, hoping that Api would at least open up a little about wanting to explore this…whatever it was. So with a flick of her horn, Pixel extinguished the light, and let the soothing, milky blue moonlight fill the room.

Api was squirming, the images of seeing Echo hoof Pixel still fresh in her mind. Despite the open windows of the treehouse, the smell of sex still hung in the air. Api tried to relieve herself secretly inside the sleeping bag, but it was no use, it wasn’t enough, not after what she witnessed. Her eyes darted to Echo, seeing her friend squirm in the sleeping bag, and wondering if she was having the same problem she was.

Echo must be, after all, she was the one doin’ that to Pixie…! Probably got it worse than me too. And speakin’ of Pixie she’s just lyin’ there all content and satisfied! It ain’t fair, she got off and Ah’m sufferin’ over here! But…Ah can’t just let her snog me! Ah can’t, if Mum found out she’d…She even told me stay away from Truth or Dare, but darn it Ah agreed to it!

Api was starting to feel a trickle of her own juices slip down her inner thighs, and it wouldn’t be long before her sleeping bag had a noticeable wet spot on it.

“Consarn it, Ah can’t take it anymore!” Api cursed in a low tone of voice.

The young mare quietly got herself out of the sleeping bag and made her way towards Pixel, gently she pushed against her side, trying to rouse her from sleep. Pixel finally turned towards Api, wide awake and grinning from ear to ear.

“‘Bout time you made up your mind, I was starting to wonder if I was going to have to make the first move.”

Api growled a little in anger. “Bugger all Pixie! You – Grrr – Ugh – You – Oh forget it! Fine, Ah…Ah want to do some of that stuff too!” Api admitted.

Pixel smirked. “Okay, since I already had my fun, I’ll just focus on you. And then we can both play with Echo, poor filly’s probably suffering.”

“Okay, okay Ah promise we’ll take care of Echo too, just please help me!”

The sight of her sexually frustrated friend was adorable, and hot. “Alright, go back to your sleeping bag, lie on your back, and keep your legs spread.”

Api didn’t ask questions, her need to scratch her annoying itch was driving her crazy. The young apple went back to her sleeping bag and laid on her back as Pixel said, keeping her hind legs spread apart. Api watched as Pixel sauntered over to her, putting some sway in her hips. The white and brown spotted mare was starting to see why the colts and mares all said Pixel was pretty, but right now, “pretty” wasn’t quite the right word. More like captivating, sexy, and alluring.

Pixel kept walking till she was positioned right above Api’s hind legs. She lowered herself down till her muzzle was just a few inches away from the young mare’s flower. Pixel’s eyes had adjusted to the moonlit room a while ago, allowing her a perfect view of her pink folds and her cute petite breasts. Api was growing nervous, having Pixel stare at her most private place was beyond embarrassing, it was mortifying, it was every word that could be associated with this! Api swallowed hard, her petite frame squirming under the gaze of her friend.

“Is…Is there somethin’ wrong with me?” Api asked.

Pixel shook her head. “Uh-uh, sorry Api. I guess I was just admiring the view, seeing up close is different than seeing it from a distance. Plus, I didn’t get see these cute little breasts of yours.”

Api turned her head away, hiding her face with her hooves. Pixel only giggled at the cute reactions of her friend.

“Don’t be embarrassed Api, I like things that are cute.”

To emphasize her point, Pixel lowered her muzzle to the left breast, opening her mouth and latching onto the small orb. Pixel began tenderly suckling from the teat, flicking the nipple with her tongue and swirling it about. Api gasped loudly as her back arched, her mind exploding with from the warmth of Pixel’s mouth around her teat. Api wasn’t sure if she should be annoyed that her friend was able to fit her whole breast into her mouth or thrilled! Either way it felt great!

Pixel watched as Api brought up her left hoof and began biting on it, trying to stave off any of her moans so that she wouldn’t wake Echo, or worse, hear herself make them. Pixel pulled back, keeping the tender orb in her mouth as she did, pulling it back as she sucked on it hard. From the look on Api’s face, you’d think she was about to bite through her own foreleg.

Pixel abandoned that teat and moved to the next, reapplying the same ministrations to it. Api’s head was in a haze, enjoying the feeling of having her teats sucked on. After a few more seconds of sucking on them, Pixel released it with a wet pop. Api didn’t understand why, but her eyes were completely locked with that of Pixel’s. The moonlight bathing over her, giving those goldenrod yellow eyes of hers the faintest of glows, and her mane done up in her signature ponytail. She wanted Pixel, she wanted her to have her do whatever she wanted to her.

“You ready, Api?” Pixel asked.

“Ah…Ah guess, yeah…!”

Pixel reached up and kissed Api on the forehead, making the young earth pony blush to the point where she thought her face was glowing in the dark. Pixel lowered her mouth, letting out a breath of hot air over Api’s now winking slit and making the young mare shiver. The unicorn mare stuck out her tongue, giving Api’s pussy a long, sensual lick. Savoring the taste of her friend, which, as she figured, had the slightest taste of apples. Pixel wasted little time, now wanting more of that taste, she used her hooves to part the swollen lips of Api’s labia, giving her a clear view of her inner walls. She then stuck out her tongue and gently plunged it into the earth mare’s pink flower.

OH MY CELESTIA!!! Api screamed in her mind, but it came out as a muffled cry from her mouth.

Pixel swirled her tongue inside of Api’s love tunnel, feeling her walls tighten around her wet appendage. She figured her friend would be tight, but that just made it more fun, like a game to see just how far she could get her tongue into her friend’s vagina. Pixel began suckling on her pussy, making Api let out moan after moan of pure bliss as she became enraptured by Pixel’s work. In truth, Pixel had no idea what she was doing, this was her first time – ever – with anypony, let alone a mare. So she just went with what she would want her partner to do to her own marehood, and it seemed to be effective judging from Api’s muffled cries.

Unbeknownst to them, Echo was watching the whole thing silently. The sight of Pixel’s head between Api’s legs and watching as Api squirmed and writhed in pleasure from Celestia knows how good the feeling was. Echo didn’t know if she could take it anymore either, but she wanted the same thing. She wanted a muzzle deep inside her, tasting her, to feel somepony’s tongue wiggling around in her snatch and making her let out those same blissful cries.

Echo stood up out of her sleeping bag, gaining the attention of Api and Pixel as they heard the hoofsteps. Pixel pulled away from Api, making the young mare let out a groan of annoyance.

“Echo?”

“I…I…”

“I know,” said Pixel, “but I’m a little busy with Api. But…Maybe Api wouldn’t mind helping you out? Besides, I think letting out those cute little moans into Echo would be better than using your hoof.”

Api wasn’t so sure, the idea was very arousing, but letting her friend eat her out, and actually doing it yourself were two completely different things. That, and Api wasn’t sure she could do it like Pixel was doing, afraid that she’d mess up and end up letting down Echo. Api looked to the pegasus in question, she saw in her that same frustrated, desperate look in her eyes that she no doubt had when she approached Pixel. With a tentative nod, Api agreed.

“Alright, Echo, set yourself up above Api. I’ll tell you if your good or not.”

“O-Okay,” said Echo.

Echo carefully parted her hind legs, positioning her pussy above Api’s head. The earth mare’s eyes went wide seeing it again, but this time it was winking faster than earlier, and certainly a lot wetter as some of her friend’s juices dripped onto her chest. But the new perspective gave her full sight of Echo’s breasts, which swayed slightly. It made Api pout a bit, even her lean, athletic friend had bigger ones than her. Echo glanced over her shoulder, watching Pixel nod to her, telling Echo she was on the mark. Echo lowered her rear more and more, bringing her slit closer to Api’s mouth.

Api was now looking at Echo’s pussy much closer than she had earlier, seeing her clit winking in and out of its hiding place, as if telling her to catch it. Api brought up her hooves, using them to gently spread Echo’s lips. The pegasus mare let out a quiet gasp from the touch of Api’s hooves, and the rush of cool air over her moistened cunny. Api remembered what Pixel did and mimicked her technique, taking a long sensual lick. She was surprised by the taste, figuring another mare’s juices would taste weird and funny, but it was just a bit salty, but a little more sweet. Strangely enough, she liked it.

Api began licking at Echo’s folds in earnest, savoring the taste of her friend’s honeypot. Echo let out more and more moans of satisfaction, and even yelped loudly whenever Api’s tongue brushed against clitoris. After enjoying the taste of her friend, Api decided to go for the source. She spread Echo’s pussy out more and pushed her muzzle into her opening, sticking out her tongue and dived into Echo. The pegasus mare’s legs felt like they were going to give out from the tingling sensation running through them, her spine, and her marehood! She never felt anything like this, and it felt good, relieving even.

Pixel enjoyed the show for a little bit, watching Api’s hooves grab onto Echo’s hind legs, bringing her further down and pushing her tongue farther. Echo’s tail flicked up instinctively, giving Pixel a clear view of her puckered anus, which was convulsing in direct reaction to the pleasuring her marehood was getting. A part of Pixel wanted to be bold and plunge her tongue into that convulsing, forbidden hole. But she wasn’t sure Echo would be cool with that, besides, she had other work to do. Now that Api was eating out Echo, Pixel went back to enjoying her own meal.

The unicorn mare lowered her muzzle and buried it right back into Api’s tight hole. She heard a muffled cry as her hips bucked up, at the same time Echo let out her own moan, the vibrations from Api’s moaning no doubt increasing the sensation. Pixel decided to forgo the easy stuff and attack her friend’s snatch. Pixel’s tongue went in and out of Api’s pussy furiously, alternating with sucking and swirling, and going right back with thrusting.

Api’s eyes flew open as she cried out into Echo, making the pegasus mare let out her own bliss filled moans into the night air. As good as it felt, Api knew she couldn’t just not keep going. Api did the same thing to Echo as Pixel was doing to her, thrusting her tongue in and out, swirling it, sucking on her pussy, and then thrusting again. Echo threw her head back as she growled low with animalistic pleasure, but keeping her body under control, resisting the urge to buck into Api’s face. She was sure that Api wouldn’t appreciate that much.

Muffled cries mixing with vocal ones, filling the treehouse with the sounds of sex. Pixel could feel the increased convulsions of Api’s inner walls, and the rapid flow of her juices, a sure sign that her climax was fast approaching. And judging from the rapid, shallow breaths of Echo, she was also close as well. Pixel decided to end this, pulling her muzzle away and latching her mouth around Api’s love button, sucking it furiously. Api got the message and did the same with Echo, just in time for both of them to cum at the same time.

Pixel’s face was splashed with a deluge of her friend’s marecum, she hurriedly released her clit and put her mouth over the opening, sucking out and drinking down every spurt that flowed out of her pussy. Api was treated to her own shower of love juices as Echo threw back her head, her mane whipping about with sweat as she did so. Api opened her mouth and Echo lowered her pussy right onto it, grinding against the earth mare’s mouth. Api should’ve been shocked, but right now she was too concerned with the euphoric feeling of having her pussy sucked on and drained of its fluids by Pixel to even care. She returned the favor and did the same with Echo, gripping her flanks tight and keeping her friend there.

After a minute and half, their climaxes ended. Echo raised her hindquarters on shaky legs and let herself fall onto her back beside Api. The young apple mare took in deep breaths of air, gasping and panting, and feeling the slight slosh in her stomach from gulping down so much of her friend’s love juices. Pixel pulled way, licking her chops and savoring Api’s taste. She rested her head against the left inner thigh of Api’s leg, staring at both her friends as they basked in the afterglow.

“Ah…Ah can’t believe Ah did that,” said Api.

“Me…either…” Echo agreed.

“But was it good?”

Echo lazily looked to Api, and she to Echo. A small smile arched across their lips.

“Yeah,” they answered in unison.

Pixel giggled. She had never done anything like this before, maybe played around with the idea, fantasized about it, but doing this with her closest and best friends? That was something she never expected, but it was the unexpected things that made times like this even better. Just then, Pixel remembered something her mother told her while she was getting ready.

“Don’t open this right away, I can’t say why or how, but if the circumstances are right then you’ll know when to open it, till then, keep it wrapped up.”

Pixel dragged herself away from her warm Api pillow and went to her duffle bag. She unzipped it with her magic and levitated the package that her mother had given her. Echo and Api glanced at what Pixel was doing, becoming curious as she set to tearing apart the wrapping.

“What’s that?” Echo asked.

Pixel turned around and revealed the object. It was a book, the title of which read “1001 Ways to Have Fun in the Bedroom (Mare edition)”.

“What the hay – did you plan this all along?!” Api asked.

“Nope, my Mom gave this to me, said that I’d know when to open it when the time was right. And now I get what she meant!” Pixel opened the book, using the light of her horn to illuminate the pages. “Oh wow, there are, like, a ton of things in here we can try! And there are even spells here for more kinky stuff!”

Echo gulped. “I’m going to regret this, but what kind of ‘kinky’ stuff?”

“Hmmm, have either of you girls ever wondered what it would feel like to have a stallionhood?”

The pegasus and earth pony mares’ eyes went wide with shock as they vehemently shook their heads in protest of that idea. Pixel shrugged, a little disappointed since it would be a cool opportunity to understand how stallions felt when put them inside mares’ pussies. With that idea shot down she moved on to the next listing.

“Oh, what about this one?! It switches your gender so you actually become a stallion!”

“Pixel you’re off your bloomin’ rocker!” Api shouted in her Trottingham accent.

“Okay, what about……a shapeshifting spell?! I can make myself or any of us look like somepony else! Maybe you’d like to do more than kiss with Nighty?” Pixel suggested while wiggling her eyebrows.

“Nah-uh!”

“Well, if not a colt, how about another mare…maaaaaaaybe…Starburst?”

Api face went very much red, her ears practically venting steam. “You – You – Ah – That’s – She’s – Ah would never even – Ah’m not attracted to Starburst! I look up to her! There’s a big difference!”

“But that doesn’t mean you’re completely opposed to the idea, are you?”

Silence.

“We’ll just file that under ‘possible choices’.”

“Pixie, it’s late already. Isn’t there something in there that we can maybe all enjoy for one last go?” Echo asked.

Pixel hummed as she leafed through the pages, stopping on one that caught her interest. She lowered the book and placed it off to the side. Pixel then used her telekinetic spell to move the lamp and the sleeping bags to one corner of the room, leaving the center vacant aside from the three of them standing there.

“What are you planin’?” Api asked worriedly.

“Let’s just say that all of us are going to be able to enjoy this.”

Pixel’s horn glowed brightly with a light-gold aura, concentrating her mana and releasing a sphere of magical energy. The sphere floated to the center of the room, growing in size till it was the about the same shape and roundness as a pumpkin. Both Echo and Api looked at the sphere curiously, not entirely sure what Pixel was up to with this spell.

“Wait for it…”

Suddenly the sphere started to sprout three long tendrils, each of the ethereal tentacles moved towards them. Each of the tendrils then sprouted four more from the main ones.

“Uh…Pixel…what are these?” Api asked.

The tendrils began snaking their way towards each of the mares, the main one slid under their legs, while the tangent ones began slowly coiling around their hind and forelegs.

“Pixie, seriously, what are they going to do?” Echo asked more urgently.

“Relax you guys they aren’t going to hurt us. They’re just going to rut us.”

“WHAT?!”

At that moment the four tendrils went taut, hoisting the three mares off their hooves and suspended three feet off the floor. They were brought into a circle around the glowing orb, each of them facing each other in triangle formation. The three of them started to feel the tentacles radiate a sensual warmth through their legs, the tentacles coiled, massaging their legs, which, after all three had had their climaxes, felt nice. The tentacles gently spread apart their hind legs, revealing their marehoods to each other.

The tips of the main tentacles slithered up, excreting a shimmering fluid that coated its length. The tip moved towards each of their marehoods, rubbing up and down, thoroughly lubing up their entrances.

“Pixel, this ain’t about to do, what Ah think it’s about to do?!”

“Yep.”

Api tried to pull her hind legs shut, but the tentacles were stronger than she thought. But it was too late, the tentacle pushed against her marehood, spreading her labia as it worked its way into her pussy. She was still sensitive from her earlier orgasm, which only made this experience that much more intense! The tentacle slid into her, coating her inner walls in its shimmering lube. Api started to feel like every pleasure nerve in her vagina was being stimulated with tiny jolts of electricity, and the farther it went, the more she felt it deeper inside.

Echo was in the same boat, feeling the semi-large tentacle enter her easily. Pixel welcomed the tentacle, completely enraptured by the sensations. Two smaller tentacles sprouted from the main one, these ones coiled around the three mares’ breasts, spiraling around them. The tips opened up and latched onto their erect nipples, sending another wave of bliss to rock their bodies.

“What’s it doing to us?!” Echo strained.

“It’s going to rut us, like I said. Don’t worry and just let the spell do its work, I promise it’s not going to hurt us, trust me.”

Echo and Api looked to Pixel, she wasn’t lying, they knew their friend would never do anything to hurt them. So with a bit of reluctance, they allowed themselves to let the spell pleasure them.

The tentacles around their breasts began to massage and squeeze them, while the tips sucked on them, alternating between rapid and slow suckling. The ones in their pussies started to move back and forth, going at a steady pace in and out of them. Their moaning blended together as they allowed themselves to delve into the pleasure of the spell was giving them, feeling their bodies’ heat up from their very cores. The main tentacle sprouted another, and from that one two more. Echo and Api gasped when they felt two tentacles spread their flanks open, and let out a yelp when they felt another one prod at their anus.

“It’s not really going to put it in there is it?!” Echo asked.

“N-N-No way, it ain’t really, that’s not meant for that?!” Api protested.

But they were proven wrong. The tentacle pressed against their rear entrances, making all three arch their backs as they felt the slippery tentacle push itself into their tight holes. Finally with a wet pop the tentacle inserted itself halfway into their backdoors, making Api, Pixel, and Echo let out loud gasps as their mouths hung from the shock of the tentacle deep in their anus’. After taking a moment for the mares to adjust to the new invader, the tentacle began matching the rhythm of the main one in their pussies, when the main one exited, the secondary thrust in and vice versa. The room was filled with lustful grunting sounds as the mares were fucked by their personal tentacles going in and out them.

The ones for Echo and Pixel grew a few more. Two wrapped around Echo’s flared wings, massaging them gently while the tips pressed against the muscles between shoulders. The stimulus was very effective, causing Echo to cry out with bliss as her tongue lolled out of her mouth. Pixel’s was a singular tentacle, it traveled up and hovered over her horn. The tentacle opened at the tip and wrapped itself around her magical appendage. Pixel screamed with lust as the tentacle began sucking off her horn rapidly, coating it in warmth as her eyes rolled up, adopting the same blissed look Echo had.

Api was becoming more and more aroused from hearing her friends’ cries, and watching them writhe in pleasure. She looked down at her own, watching it pump in and out of her pussy, spilling its shimmering fluid mixed with her own juices onto the wooden floor. The main tentacle sprouted another, smaller tentacle. This one aimed itself right for Api’s pussy. With a little worry, she watched the slender tentacle slip into her folds, feeling it wiggle around till it found its mark. The tentacle slowly drew out Api’s swollen love button, wrapping around it tightly, squeezing it, and jerking it off like a stallionhood.

Api, Echo, and Pixel were all completely lost in a fog of lust and pleasure, the feeling of the tentacles all over their bodies, rutting them senseless, stimulating their erogenous zones, it all crashed down on them in wave after blissful wave. What they hadn’t noticed, or maybe they had, was that each of them was connected to the other. The tentacles not only gave them pleasure, but acted as conduits to transfer the pleasures of each of them.

Echo could feel the stimulation to her clitoris, but at the same time felt the direct stimulus that Pixel was getting from her hornjob. Pixel’s back was tingling like crazy, sensing Echo’s stimulation from her wings and back being massaged, as well as Api’s clit getting jerked off. Api was treated to a double dose, the wing stimulation and the hornjob, all of them sharing in the others bliss, connected on an intimate level that they didn’t think was possible. The connection only made their climaxes draw nearer, each of them sensing how close they were.

The tentacles were able to tell as well, making themselves rut the mares faster and harder than earlier. Pumping in and out of their holes with piston like motions, sucking off their teats and Pixel’s horn, coiling tighter around Echo’s wings, and jerking Api’s clit harder than before. It all coalesced into one giant, body shattering orgasm that made all three mares scream their lust into the night. The tentacles engorged themselves, releasing a flood of the shimmering fluid directly into their plotholes and marehoods, Pixel’s horn released a blast of magical essence that the tentacle greedily began sucking up. It wasn’t just one orgasm they were feeling, oh no, it was three at once, the combined pleasure of the three mares’ orgasms dulled their minds, blanking out everything but the sensation of cumming, being filled, and the pleasure of it all!

The tentacles jerked, sucked, and pumped for a good three minutes, prolonging their climaxes to their limits. Pixel, Api, and Echo all went limp, their bodies completely spent, the tentacles sensed the laxness of their targets and slowly withdrew from them, a stream of shimmering fluid poured from their pussies and anus’, coating their inner thighs and dribbling onto the floor. The extra tentacles all retreated back into the main ones, except the ones holding onto their legs. The tentacles laid Pixel down on her back first, followed by Echo, arranging her so that she rested on the taller mare’s shoulder. Api was brought down next, gently placed so that her head rested on Pixel’s chest, listening to the slowing heartbeat as if it were a lullaby, and with that, the remaining tentacles disappeared in a shimmer of sparkles.

Pixel lazily opened her eyes, seeing her friends’ overjoyed, sleeping faces as they basked in their afterglow. Pixel strained herself, but managed to bring her left foreleg to drape over Api, and her right over Echo, bringing her best friends snuggling closer to her body, sharing in their warmth.

“You gave Pixel what?!” Apple Bloom exclaimed.

“What? It was just a book,” said Sweetie Belle.

“Yeah, a book that had a hundred different ways for mares to fuck!” Scootaloo shot back.

“Actually it was more like a thousand and one ways…I got the deluxe version.”

Apple Bloom and Scootaloo face hoofed themselves loud enough for it to echo through the trees.

The three former Cutie Mark Crusaders, worried about their daughters and that history repeated itself, woke up early that morning and headed off to their old clubhouse. They remembered, a long time ago, when they reached the age of eighteen and all three of them were well underway exploring and furthering their special talents. They wanted to have one last send off as the former CMC and had a slumber party in the clubhouse. Somehow or another, Truth or Dare turned into kissing and making out, making out became clopping to each other, and clopping to each other devolved into a full out threeway between them.

Not that it wasn’t a fun experience and one that they wouldn’t mind trying again. But that was in the past, and now they each had husbands and children, daughters! What they did was one thing, but they didn’t want their children repeating what they did.

“Seriously, was what we did really that bad?” Sweetie Belle asked a little hurt that her friends saw their experience in such a way.

Apple Bloom and Scootaloo hung their heads low for a moment.

“Well…no, no it wasn’t, it was great,” said Apple Bloom.

“Yeah, I mean I felt closer to you guys after that! Sure we didn’t get together like that, but I really didn’t feel like it was about just the sex! It felt like we just made our friendship closer, more intimate, like it really made me feel how much you guys cared about me, and how I cared about you,” said Scootaloo.

Apple Bloom blushed, but smiled wide hearing Scootaloo say that about their experience years ago. Sweetie Belle just “d’awwwwwwed” and sidled close to Scootaloo, nuzzling her cheek and doing the same to Apple Bloom quickly after.

“Don’t you dare tell Rainbow Dash I said something that mushy!”

“Speakin’ of which, why the hay were you and Dash sleepin’ in the same bed?” Apple Bloom asked with a raised eyebrow.

“Uh…Uh…”

“And why did it smell like sex? Like, really hot and heavy, scream your lungs out, ‘Oh Celestia don’t stop’, make me your mare, kind of sex?” Sweetie Belle asked with a sly smile.

Scootaloo tried to hide her blushing face under her bangs, but her wings were betraying whatever she was attempting to hide.

“I still love Rumble, y’know!”

“Hey, we ain’t judgin’,” said Apple Bloom.

“None of that from us! So, how good was it?! Was it weird having sex with Rainbow, I mean, since she’s practically like an older sister to you, would it be considered incest?”

“Can we drop it and check on our daughters already!”

Scootaloo flapped her wings, jumping ahead of her friends and keeping a brisk pace to stay ahead. Sweetie Belle and Apple Bloom giggled to each other, they never tired of teasing their pegasus friend, if only because they knew she’d do the same back to them eventually.

After trotting through the orchard for some ought minutes, the three mares found their old clubhouse, sitting in the same tree it had always been in since they were foals. A strong since nostalgia struck them, the memories of their failed attempts at earning their cutie marks, the hardships they faced, the tests of their friendship, and eventually, their “graduation”. Not realizing it, all three mares huddled closer together, their sides touching as their memories of their old stomping grounds washed over them.

Unfortunately they couldn’t enjoy the nostalgia for long, they needed to check on their daughters. Although their emotions were mixed, part of them, the motherly part, was hoping that they didn’t, while at the same time, the part of them that were mares and friends hoped that they did.

Thankfully, between Apple Bloom and Golden Delicious, the treehouse was maintained very well, even their combined weight didn’t make the boards squeak, allowing them to stealthily make their way up the ramp and to the open window. The stench of sex hit them all immediately, a clear indication that their daughters did in fact do the do. With a collective sigh, Apple Bloom, Sweetie Belle, and Scootaloo peeked into the window, hoping that they weren’t in the middle of something. Seeing their daughters having sex was the absolute last thing they needed to see.

But when they looked inside, their hearts melted. Echo and Api were snuggled up against Pixel, the taller mare holding them close to her. The book that Sweetie had given her daughter rested in a corner along with the rest of their stuff. The sense of nostalgia really hit the three mares now, their minds replacing the sleeping bodies with their own.

“Last I remember, it was me and Apple Bloom who were snuggling you at the end,” whispered Sweetie Belle, lightly jabbing her elbow into Scootaloo.

“Shut up,” said Scootaloo playfully.

“Ya know, Ah’m alright with this. Ah really am.”

“Told you guys we had nothing to worry about.”

The three former Crusaders quietly left the treehouse, taking a glance back before continuing on.

“So what now? I really didn’t have anything planned for today,” said Scootaloo.

“Me neither, Ah was too worried about ‘em to really think of any projects that needed doin’,” said Apple Bloom.

“Weeeellllll…I know of one project that needs ‘doing’,” said Sweetie Belle seductively.

She brushed her tail against both Scootaloo’s and Apple Bloom’s flanks, causing both mares to freeze where they stood and blush from the intimate contact. Sweetie Belle continued walking forward, but then stopped to glance at both her friends, half lidded, from over her shoulder. She then swished her tail up, giving both mares a look at her marehood. Twin gulps could be heard in the silence of the orchard as both Scootaloo and Apple Bloom looked between each other.

“For old times’ sake.”