------------- Chapter 5: Pinkie Pie -------------

"Ajax! What the fuck are you doing here?!" Lily damn near screamed at him. She clutched the blankets to her naked chest, which was now heaving with both fear and anger.

"You need to ask? Chrysalis sent me." His deep voice sent a shiver of long-buried memories through Lily's mind, recalling moments of pure bliss and abject agony in equal measure.

"Well duh, dipshit!" He was just standing in the doorway. Never mind how he got in, he was just standing there, door open. "I mean WHY?!" Modesty out the window, Lily sprang from her bed to pull him into her apartment, slamming the door behind him. When she whirled on him, his eyes were places they ought not to be. Whipping her hand around in a quick, stinging slap, she stormed to the dresser and tugged on a loose t-shirt, covering her exposed chest and sheer panties.

"Hmm. You still slap like you used to." He teased, probably not even feeling it. Ajax was intimidating, even for a changeling. Tall and muscular, his broad shoulders rippled with every motion he took, it seemed. His eyes weren't the only ones wandering, apparently. Shaking her head out of it, she forced herself to look up into his eyes. Lime green but dulled with stupidity, Lily used to be fascinated by those orbs. Now she associated that color with vomit.

He was clad in a tight t-shirt and cargo shorts, his feet bare. Wings sprouted from his back, now ruffling as they tucked against his shoulders. That would explain why he had made it so fast. He had flown over the Everfree forest. No doubt Chrysalis had moved closer, as well, making his journey much lesser than her own. Still fuming, Lily peeked her head out of the window, looking down into the street below. This early in the morning, no one was moving. Ponyville slumbered on, completely oblivious of the threat within it's very limits.

Just who was that threat, though? Lily closed her drapes and turned to Ajax, afraid to betray the slightest emotion. Despite the fear struggling to make her knees cave, she fixed a scowl on her face and glared up at the intimidating avian towering above her slight frame.

"Leave."

"Never."

"Why?"

"Chrysalis sent me to do a job."

"And what job is that?"

"A job. That's all you need to know." Sighing, Lily pinched the bridge of her nose, fighting the encroaching headache that threatened to drive her insane.

"This is going to be so much easier if you just talk to me."

"I've been trying to do that for years." Ajax countered, stepping closer. The glare she shot him could have stopped a dragon. Shame Ajax was more courageous... Or stupid... Than a dragon. He advanced towards her, arms open deceivingly. Not one to be taken for a fool, Lily ducked under his arms and padded across the room, opening the door to her apartment to peer into the hallway. No one seemed to notice the imposing Ajax in her apartment.

She felt a pair of hands on her sides, and the first shiver wasn't entirely horrific. She closed the door, threw the deadbolt, and spun around into a furious punch, delivered right to his stomach. Ajax gave a grunt, but didn't back away. His arms wrapped firmly around Lily, that devilish grin on his big, stupid lips.

"I really don't want to do this right now, Ajax." Lily muttered softly, feeling her chest tighten. And not in the good way, either.

"You know I love it when they resist." He said, raising one hand to run through her hair.

"No, I mean if you keep this up, we're both going to regret it." Her fist tightened, she felt her power begin to well in her chest.

"Please, Lily. What could you possibly do that I have to fear?" That's it. No more Ms. Nice Lily. Liam burst forth, swelling to a comparable size as Ajax's own formidable form. Only one difference between the two, and that was Liam's hands glowed mysteriously. A thread of telekinetic power lifted Ajax from the ground, who started cursing uncontrollably. Lily threw the bolt on the door and tossed Ajax carelessly out into the hallway.

"Oof!" Ajax landed against the far wall in a sprawl, his form tangled on the floor. He scrambled to get up just as Lily changed back to her usual form.

"And STAY out, asshole!" The door slammed in his face just as he advanced back towards Lily, and she made sure to close it firmly. Ajax's big fist thumped on the door several times, and she heard incoherent shouting. This dragged on for minutes. Lily stood with her back to the door, chest heaving. Ajax was in one of his 'moods,' the kind that destroyed much more than doors. Her hands glowed with the effort of keeping the door closed, and she thought he was done when one last shuddering blow rocked the frame.

"HEY!" That one word sent a pang of fear through Lily's chest. Maggie! What was she doing here?!

"WHAT?!" Ajax's voice rumbled through the apartment complex.

"What are you doing?!" Maggie's footsteps drew closer.

"Handling some business with Liliana. Now I suggest you turn and leave, else something happen to both of you." Oh no. Oh no, oh no, oh nooooo... This can't be happening... Not now, not to Maggie. Lily was paralyzed with fear. That is, until she heard the resounding slap. She pulled the door open, fearing the worst, expecting to see Maggie's body on the floor, Ajax standing over her, a picture she'd seen all too many times. Instead, she saw Ajax stumbling back, holding a hand to his cheek. He was just about to advance toward Maggie when she smacked him again. And again. Over and over, her hands fell with stunning accuracy on Ajax's cheeks, pushing him step by step down the hall. All the while, Maggie was shouting in a voice that almost certainly didn't belong to this frail, middle-aged old woman.

"OUT! Out out out out out! Get OUT!" Stunned, Lily followed along, watching this incredible display of feminine prowess. Ajax was equally stunned. These slaps hadn't had to have been doing much more than bother him. It was then Lily saw it... Maggie's hands were glowing. It made sense now. Maggie wasn't just slapping him... She was slapping him with magic. Lily saw the faint outline of a telekinetic glow around Ajax's whole body, lifting him clear off the floor or pushing him back. Now on the ground floor, Lily watched Maggie push open a door with magic, lift Ajax off the ground, then push him out onto the dirty street with little more than a batted eyelash.

"Maggie I-"

"Shh." She was cut off as the old woman followed Ajax out onto the street, her hands on her slender hips, still glowing. "Now you're going to leave. And you won't bother Lily anymore, either. If I ever see you around here, I'll see to it you are arrested. Do I make myself clear?"

"You old bitch-"

"DO I MAKE MYSELF CLEAR?!" A small crowd of early-morning commuters had gathered, pointing fingers, smiling at the display.

"FINE!" Ajax roared, pointing a shaking finger over Maggie's shoulder. "Pray I don't see you outside, Liliana. I'll make sure you won't walk right for a month!" Wrong move. Maggie's eyes flashed and she cast her hands towards Ajax. The big man could do little else than holler as he was forced to his knees. Forcefully bent over, his baggy cargo shorts were pushed down his muscular legs, exposing a toned, firm rear. Then Maggie did the damnedest thing.

"You. Don't. Threaten. My. Landlord." Each word was punctuated by a firm, magical spank, the blows coming from well over thirty feet away. She was... Maggie was SPANKING the one and only changeling Lily had ever feared, aside from Chrysalis herself. "Now." Another smack. "Get." Whack. "OUT!" With a dangerous glow, Maggie threw Ajax high into the air, watching him flail before catching the air with his wings and flying off as fast as he could, pants flying behind him like a flag.

"Maggie, I-"

"You." She wheeled on Lily, pointing an accusing finger, now bereft of magic. "Have some explaining to do."

"What, I-"

"Perhaps over tea?" Gone was the threatening glower on her face, replaced by a kind smile. "I just got the most delicious Darjeeling from Canterlot. Come now, we'll use that set you bought for me last month. Oh, dear, you need to change clothes first. Come now, let's get you in some fresh clothes. Oh, you poor thing you're shaking!" Maggie took Lily's arm, gently guiding her in off the sidewalk, where the crowd was still laughing, shaking their heads, and resuming their daily business. Apparently Maggie was well-known for teaching troublemakers a lesson or two...

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"So, that brute... Eeh, Ajax was his name?" Maggie said over a steaming cup of truly delicious tea. "An ex-boyfriend of yours?" Lily turned her cup around in her hands, suddenly fascinated with the sultry amber color of the steaming liquid.

"Yeah... I guess you could say he's the reason I left Manehattan..." She said meekly, her mind racing with the repercussions of her actions and Maggie's.

"Darling, listen to an old gal. I've dated the gambit from charming and nice to scumbag and everywhere in between. That man." She pointed a finger at Lily. "Was something else. You sure have a way of picking them."

"Tell me about it." Lily said with an embarrassed smile.

"Seriously, where did you find a catch like him? If his infernal banging hadn't woken me, or if I was out, what would you have done?" She asked, crossing her legs. Lily felt like she was getting lectured.

"I-I don't know..." She admitted, hanging her head like a scolded child.

"Hey, hey." Maggie reached out and lifted Lily's chin with a single finger. "You know what you need?"

"What?" Lily fought back a sob with quivering eyes. For the umpteenth time that morning alone, Maggie shocked Lily with her words.

"You need to get laid."

"WHAT?!" Lily pulled away, her eyes wide now.

"I'm serious!" Maggie laughed it off, refreshing her cup. "Always helped me, back in the day. Might not look it now, but I was a ten back in my prime." Lily could definitely see it... A phantom of beauty that echoed in the actions of the kind old woman. If she hadn't aged so poorly, Lily could see Maggie as a truly beautiful young woman. "But... Years of blow and alcohol do things to a woman." So that'd explain it... A drug addiction and a taste for alcohol had left her a withered husk of her old self. Such a shame... Lily wished she were older, only so she could have known Maggie when she was young.

"But... I-" Lily was just too shocked. The morning had been a whirlwind of events. She wasn't even sure how she felt about Maggie handling her business, dealing with Ajax and probably making things worse for her. Worse or better, Lily didn't know.

"Darling, just do it. I heard that young upstart Pinkie Pie's throwing a party tonight. Though if Vinyl's going to be there, it's bound to be a rave." Maggie shook her head with a sigh. "Do an old gal a favor and don't take any X, okay? Fucking on that stuff's great, but I don't want you in the ER tomorrow morning, dying from dehydration and overheating." She waved a hand dismissively. "Acid would be fine, I should think... I know they make them in those little breath strips now. Used to be you'd have to dip a sticker in this goo and put it on your tongue. Man, kids these days sure know how to get high. Oh, listen to me, I'm rambling." Maggie shook her head and smiled at Lily, who was still shocked at all the older woman knew.

"I mean, I'd love to... I just... I don't know, getting into it with Ajax threw me off-kilter." She sighed and hung her head again, only to have it lifted once again.

"Lily, listen..." Maggie set her teacup aside and held Lily's cheeks in both her hands. "Go. Dance. Party. Find some strapping young man or maybe a curvy little girl to bring back to your bed. Or heavens forbid, spend the night at their place. Trust me, with your looks, and knowing the amount of horny young kids running around town these days, you shouldn't have any trouble. Now go. Put on something..." She paused for a moment before smiling at Lily. "Slutty."

"Maggie!" Lily laughed and swatted at her hands, flushing embarrassingly.

"I'm serious! Show a little skin and the boys come running. You're bound to get the attention of a few girls that way, too. Come on." Maggie leaned back, smiling in a worldly, know-what-I'm-talking-about sort of way. "Don't tell me you've never done it with a girl."

"No, no! I have! I actually prefer women, if anything... Just odd hearing you say it, is all." Maggie chuckled and picked her cup up again.

"Scamper off, you." She said, sipping at her tea. "And don't come back until tomorrow." Lily stood then, smiling wider than she had in weeks. She paused for a moment, turning to Maggie, who had stood to show her out the door. Lily rushed forward, throwing her arms around Maggie's neck with a wide smile.

"Thank you, Maggie." She said softly, kissing her wrinkled cheek. "Means alot to hear you say stuff like that."

"Get on, you. Making an old cougar blush." Lily felt the thin fingers of Maggie's hand spank her rear, making her jump and giggle like a blushing schoolgirl. She slipped out of the door, skipping to her apartment with a wide smile. Having almost completely forgotten about Ajax and Chrysalis, she set about to getting ready for that night.

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A call from Rarity had invited her to the same party Maggie had spoken of, though Lily was surprised her magi friend was even interested in such a party. Apologizing, Lily said she wasn't going to be able to make it, on account of sickness. Truth be told, she really wanted to try something new. Talking with Maggie had inspired her, made her try out the form she had changed into now. She wore a skimpy tube top that cinched tight around her chest, making the skin of her breasts spill over the edge just a little. Her long, slender legs were clad in tight leather stockings, and a skirt of shiny black satin fell to her knees. Under the skirt was a set of tight flashpants, that helped wrangle the secret she hid. This setup was sexy, for sure, and it helped conceal what else she had changed about herself.

Only having tried it once before, Lily was now sporting both parts. The thought of some action that night made her slip wet, and she fought to keep her erection from bulging against the front of her skirt, despite the restricting fabric. Bouncing, jiggling, and happy, Lily felt a lot more sexy, and a lot more horny, than she had in weeks. One thought kept running through her mind as she followed the sound of thumping bass through the night.

I'm going to get laid.

The party was wild already. She slipped in the door, hardly getting a second glance from the bouncer at the door. Apparently, she was more than sexy enough to get in without having to worry about standing in line. As the dark interior of some house near the edge of town enveloped Lily, she felt pumping bass rattle through her chest, make her skin break out in goosebumps. She found her hips swaying in time to the beat already. Passing through a doorway and down a short hall, she stepped into the dance floor. What she saw she almost couldn't comprehend.

Bodies, packed tightly together, were moving back and forth, jumping and dancing in time with the beat. What had been intense outside was tenfold in here. The bass made her hair move. Looking over the heads of all the people to the stage, she saw some sexy young thing with wild, dyed hair, wearing goggles, bobbing her head in time with the beat as she orchestrated throbbing, pulse-pounding music that seemed to both arouse and relax Lily. She hardly had a moment to appraise the situation before a hand grabbed her arm, pulling her into the fray. She was pulled tight to a muscular chest, moving in time with the big man, switching off to a short girl who pushed her rear firm against Lily's crotch.

She lost herself in the music, dancing with everyone she could. Sweat and alcohol abounded, her head spinning in a delightful sort of way. She had lost track of how many girls had kissed her, how many men had groped her ass... And she didn't regret a single wonderful, pulse-pounding moment. A break came in the music, the shocking silence making Lily pant heavily. Ooh, she needed to sit down... Much to her delight, there seemed to be an even bigger lounge-type area off to the side of the dance floor. Music still played, much quieter, at least in comparison.

Some people stayed on the dance floor, but there seemed to be a mass egress to the plush-looking couches and chairs off to the side. Lily bounced over to a table laden with what looked like cups of ice water. Apprehensive at first, she took a cup and sipped at it, and satisfied that it was indeed water, downed three cups. Feeling refreshed, she sat on a large chair, smiling in a dazed sort of way.

"HAII!" A pink-haired ball of energy leapt into Lily's lap, wrapping her legs around Lily's waist and plastering their lips together. Still rather aroused from before, Lily returned the kiss, laughing as they broke away. "You're a damn good kisser!" The girl said, pushing her hands over Lily's bare shoulders.

"So are you. Hot damn, I remember you from the dancefloor!" Indeed she did. Lily had encountered this particular girl after a rather insistent hand in her hair pulled their lips together. That kiss in particular had nearly sapped Lily's strength, making her knees weak as their tongues wrestled. Saliva had dripped down their fronts, cooling on Lily's cleavage and staining the sheer blouse this girl had worn.

"Name's Pinkie! Pinkie Pie!" Her newfound partner giggled and nipped at Lily's ear. "I've been watchin' you all night. You're new around here, huhn?" Damn, she was bubbly. "I mean, I know almost everyone in town. Fucked more n' half of them, too! That's why I got excited when I saw you, I started wondering 'Now, Pinkie, there's this sexy thing over there, you have to go and introduce yourself!' So I did! And man, am I happy I did! I mean, those tits! Can I suck on them?" Lily blinked, only a little taken aback. Smiling at last, she pushed her chest out.

"Suck away, baby." She teased, laughing as Pinkie's lips automatically attacked her cleavage. Only slightly scared of sweat and odor, Lily didn't have to worry. Apparently Pinkie really enjoyed the salty taste of sweat. In the dark, sultry atmosphere of some unknown person's house, barn... Whatever, Lily let herself go, letting this bubbly, bouncy girl suck away at her skin. Oooh, she was really good at it, too. Lily felt her nipples harden against the tube top, thankful that Pinkie's hand raised to cup them so she didn't have to worry about the fabric slipping off. A flash of pain made her gasp, and Lily knew Pinkie had just left a hickey. Lips left skin with a smack, and Pinkie grinned at Lily.

"Oh my gawsh, those are good! You musta been workin' hard to get that much sweat worked up!" She giggled and bounced atop Lily, pushing her exposed cleavage into her face. "What's your name?" She asked, though Lily was almost too distracted by the bouncing tits in front of her face.

"Wha?"

"Your name, silly!" Pinkie insisted, obviously aware of just how aroused Lily was getting from the shapely, bouncing breasts in her face.

"Right! Name's Miranda." She panted, squirming her thighs underneath Pinkie's moderately formidable weight. Her legs were starting to go numb, but a little movement and they returned. Of course, Pinkie got the wrong idea, as she started grinding her hips down against Lily's thigh.

"Miranda? That's a really pretty name! A pretty name to go with a pretty face! But I bet you get that a lot, huhn? What's it like being new to town? How long have you been here? Where did you come from?" The questions did. Not. Stop. Lily answered all of them with a lie, and she was struggling to make them up as quick as she had to give answers. The music thankfully picked up again, and Pinkie flexed every muscle in her body.

"Wha?" Lily began, but Pinkie's face just broke out in a huge, stupid grin.

"This is my JAM!" She sprung off Lily's lap, bouncing playfully towards the dance floor. Re energized after the rather intense make out session and a sore hickey on her breast, Lily felt like dancing some more. She followed after Pinkie Pie to the dance floor, getting swept up in a wave of people returning to the dancing. The whirlwind took over, and Lily lost herself in the music, in the people... She fought to please all that she ran across, kissing men and women in equal measure. Shit, she could have sworn the uptight Rarity had pulled Lily's face into her cleavage once through the night.

Being a new face at a supposedly exclusive party meant everyone fought to be with her. There seemed to be a steady line of people flowing past, all clamoring for a kiss, a touch, anything... She got lost, her head dizzy, in all the hugs, kisses, dancing, and touching. She was sure somewhere in the night there had been a fight started over who got to dance with her next. And so it continued, on and on into the night. What, did they only do one break in the night? She fought to stand straight anymore, and subconsciously started drawing power from the essences inside of her chest. Re energized, she danced on, forgetting Ajax, Chrysalis, and everything that had happened. Only when Pinkie Pie appeared from the crowd did Lily really focus on any one thing.

Pinkie turned her back to Lily, pushing her rear out, just begging for a grind. Lily had no choice but to oblige, pushing her hips right back against Pinkie's. The started to sway in time with the music, turning and dancing together, their lips brushing close more than once over the course of two songs. Then it stopped. The aching silence hurt Lily's ears. She turned to the stage to see the DJ with a microphone in hand.

"Get the fuck outta here!" She said, and the whole crowd erupted into cheers. Apparently the party was over. A clock on the wall read 4 AM. Holding a hand to her spinning head, Lily stumbled towards the exit, only to be pulled aside once more. Smiling, pursing her lips for a kiss, she wasn't disappointed. Pinkie mashed their lips together firmly, her tongue forcing it's way into Lily's mouth.

"Hmmm, Miranda, you're coming back to my place." Pinkie groaned, quickly pulling Lily out a side door. "All those other guys and girls want you, but I won't let 'em. They can wait their turn. No one gets dibs on a hot pussy before Pinkie Pie!" She puffed her chest out, grinning back at Lily as they slipped out into the cool night. "Come on, we're going to be followed, I just know it." She pulled Lily along the street and down a dark alley, quickly tucking both of them up into a dark, shadowy doorway. "Shh." Pinkie pressed her finger to Lily's lips, who in turn pulled the digit into her mouth, sucking on it gently. It was so dark, she couldn't even see Pinkie's face hovering a mere inch from hers. Lily slid her hands up Pinkie's sides, but was stopped when her partner for the night pressed close, giving another soft "Shh."

Footsteps pounded by, from the sound there had to be at least four or five, and more than one pair of heels clicking against the sidewalk just outside of the alley.

"-Sworn I saw them come this way." A female voice said.

"Fucking Pinkie. Always gets to the good ones."

"Tell me about it! That chick was fuckin' smokin'! Damnit, I'm still hard thinking about her..."

"Oh really? Lemme see..." A different feminine voice this time. Pinkie pressed closer, more sensual than anything now. The sound of a zipper rang out in the oppressive silence of the night.

"Shit, Wayne! Save it til we get back, at least." Another zipper and a disappointed groan.

"Aww... C'mon, we ain't finding her. Let's get these two back." A playful yelp accompanied by a smack, and the five walked off slowly. Pinkie pressed tighter, her finger sliding out of Lily's mouth to be replaced by a set of soft, insistent lips.

"Fucking hell," She moaned softly. "I was holding out for some cock tonight, but I couldn't just pass you up." Lily grinned. Oh, she was going to have a surprise for Pinkie. Deciding now was a better time than ever, she took Pinkie's hand in both of hers, pushing it under the hem of her skirt and flashpants. Pinkie eagerly accepted the offer, but stopped when she felt the throbbing shaft lying in wait.

"You're a-"

"Shh. Go further." Lily insisted. Hesitantly, Pinkie slid further, along the base of Lily's shaft, past her sac, and against the underside of her crotch. There, just begging to be touched, was Lily's dripping pussy.

"Both?!" Pinkie fought to keep from screaming out, pulling her hand roughly from Lily's pants. Lily could do little else than nod with a coy smile.

"Damn right." Lily muttered, her hands rising to grasp Pinkie's heaving chest. She gasped and pulled back, but Lily followed, pressing against Pinkie when her back was against the opposite wall.

"I-I've never even... What about... How do you...?"

"Shut up and kiss me." Lily groaned, pressing her lips back to Pinkie's. The kiss was returned in earnest, Lily groaning as she pushed their hips tight together once more. Pinkie gave a slight, muffled "mff" of resistance before melting into the touch, their tongues wrestling for a few moments.

"L-let's get you home. Oh, this is gonna be a fun night." Pinkie groaned deeply, pulling Lily out of their hiding spot and into the street again. It didn't take very long before they slipped into the back door of what looked like a bakery. They were standing in a kitchen with shiny metal counters and lots of flat space, filled with pans, cooking utensils, and various other devices Lily didn't know the purpose for. One corner was dominated by three large, industrial-sized ovens.

"Neat." Lily said, smiling as Pinkie locked the door behind them.

"C'mon, I live upstairs." She was pulled by the arm up a creaky set of wooden stairs, down a hall, and into a bedroom full of pink, frilly decor. The bed seemed just big enough for two. "I usually share this house with the Cakes, who run this bakery, but they're out of town for a week. So we can be as noisy as we want." Pinkie started stripping her blouse and skirt off, revealing a curvy body. She had a bit of a tummy, but she wore it well. Her underwear was an off-white trimmed with pink, both bra and panties matching perfectly. She had a fairly large bust, one that jiggled and bounced more than seemed possible. Pinkie turned around, smiling at Lily.

"So..." Lily began, suddenly feeling slightly apprehensive.

"Strip." Pinkie said, smiling wide. "Show me the goods, sister. I've been waiting to see you naked aaaaaaaall night." Pinkie flopped back onto the bed, sitting up on her elbows as her wide eyes traveled up and down Lily's new, and probably favorite, form. Smiling wide, Lily pulled her tube top off, her breasts finally free of the tight, skimpy fabric. She probably had a corduroy mark, but that didn't seem to stop Pinkie from massaging her own breast. Lily threw the zipper on the side of her skirt down, letting the fabric fall around her ankles. Now, she was wearing just her flash pants and leggings, long ago having kicked her heels off. They were probably back at the party...

"Ooh... Sunava bitch, you look so good..." Pinkie moaned, slipping her hand under her bra to cup her own breast. "Come on, now... I'm still in disbelief you've got both a cock and a pussy. Let's see them." Lily turned around, smiling at Pinkie over her shoulder as she hooked the hem of the tight shorts and slowly drew them down her legs. She pushed her rear out, spreading her legs just enough that Pinkie could see the faint outline of the detail on her crotch, but not nearly enough to showcase everything.

"Like what you see?" Lily teased, smiling at Pinkie over her shoulder.

"Can't see much of anything." Pinkie pouted, pulling her bra off. Her breasts bounced for a moment as she sat up. "Come here and spread your legs, I wanna see what's down there." She patted the edge of the bed next to her. Lily obliged and slid onto the bed, still wearing leather leggings that clung to her toned legs from thigh to ankle. Pinkie slid to her knees on the floor, smiling as Lily spread her legs wide, baring her finely-sculpted lower half to Pinkie's probing gaze.

"Holy shit." Pinkie muttered. "I didn't get a good feel before, and I definitely didn't get to see it... But holy shit, you're a guy and a girl!"

"I like to think I'm just a girl with a cock."

"But you've got balls! I mean, do you cum?" Pinkie asked, her hands sliding up Lily's thigh, eliciting a shiver.

"From both holes, actually."

"You can squirt?!" Pinkie asked, her head popping up, eyes wide with disbelief. Lily nodded and smiled. "Just a bundle of surprises, aren't you? I mean, when you cum, do you cum, like, guy cum?" Lily raised a leg, draping it over Pinkie's shoulder and down her back.

"Why don't you find out?" She teased. That spurred Pinkie on, and Lily was surprised as her tongue automatically assaulted her feminine clitoris. A hand held her sac out of the way, exposing her pulsing, smooth, pink hole to the probing, curious tongue. She shivered and groaned, her head rolling back as the pleasure seeped into her form. Shivering and moaning softly, Lily found it hard to hold back that first orgasm. It had been a very arousing night, and all the grinding on the dance floor had her nice and riled up. Pinkie was something of an expert, it seemed, as her tongue moved from her clit to her hole, sliding in to press to several sensitive spots as well as flicking the delicious little nub of nerves and sensitivity. Shivering, Lily found it hard to even THINK let alone hold back.

"Mff." That slight groan shot straight through to Lily's senses. The vibrations made her twitch, and she managed to gasp just a few words.

"Gonna cum!" Flexing her abdominal muscles, Lily let loose. She wasn't very proficient at squirting, meaning she couldn't do it on will or even with any sense of regularity. But something about the way Pinkie was licking her drove her wild. She felt her sac contract as the throbbing shaft standing away from her body started shooting streams of thick, creamy cum into the air. These strands landed in Pinkie's hair, along her back, and on Lily's stomach. Her wet slip dripped and gushed, not really spraying liquid, but certainly emitting a fair amount. She knew she had stained the sheets, but she was so wrapped up in the blissful moment she could care less...

"Holy shit!" Pinkie said, pulling away from her crotch with a smile, her chin dripping clear release. "I mean, seriously! Holy shit! You... You came!" She reached a hand up to play with one sticky strand of cum in her hair, wiping her dripping chin with another. "Like, both of them, at the same time!"

"Toldya." Lily said, smiling down at Pinkie as her muscles relaxed at last. Pinkie licked the sticky cum from her fingers, moaning at the taste.

"Well, I can't resist anymore." Pinkie stood and stripped her panties off, revealing a full, curly bush of naturally pink hair. Or if it was dyed, it was straight down to the roots. Lily thought she could see some of the hair closer to Pinkie's pussy a little dark. Obviously, Pinkie was pretty wet. "What do you want first? Wanna lick me or fuck me?" Pinkie slid onto the bed, straddling Lily's waist, grinding her wet pussy against the underside of Lily's throbbing shaft. One of the benefits of being a changeling with four essences inside of you: Nearly limitless energy.

"Hmm... Can I at least get a taste of yours, since you tasted mine?" Lily moaned, smiling as Pinkie gently laid her back. She stretched out, smiling as Pinkie giggled.

"Of course, silly! Wouldn't be a fun night if I didn't get some pussy lickin' of my own in. Can I suck your cock while you do it?" Fuck, this girl was going to be the death of her...

"Pinkie, I wouldn't have it any other way." Lily watched Pinkie turn around and adjust, both of them laid out in the traditional '69' position. Just as Lily's hands slid around Pinkie's waist, her lips raising to the hairy, wet pussy above her mouth, Lily felt a mouth wrap around her head, giving her just a moment's rest before sliding ALL the way in. Lily gasped, feeling the back of Pinkie's throat pulse around her head before those lips started sliding up and down her pulsing shaft. She tried her best to return the favor, her tongue suddenly feeling clumsy and useless. Obviously, it wasn't... Pinkie's taste was much more funky than she was used to, but it fit the moment perfectly. Pinkie, in return for the pleasure finally being granted her, moaned into Lily's cock, sending shivers up her spine.

"Fuckin' a." Pinkie moaned, her lips popping off the shaft, her hand keeping the pace while she panted. "You're good at this..."

"Not even doing my best... You're making my head go all foggy." Lily managed to gasp, returning her tongue to the pussy just waiting for her.

"Here, I'll stop so you can really- Aahn!" Lily discovered a sensitive area inside Pinkie's tight, slick walls. "Focus..." Her hand kept moving along Lily's phallus, dulling the pleasure to a firm throbbing as opposed to the sharp, pulsating pleasure Lily got from Pinkie's mouth. She pushed her own pleasure to the back of her mind, focusing on getting Pinkie off for now. It didn't take a whole lot longer, and actually came as a surprise. She was revisiting the first spot she had discovered when Pinkie drove her hips down, forcing her pussy against Lily's mouth. Giving a muffled moan of surprise, Lily felt the walls contract, squeezing her tongue as Pinkie breathed out with a low, passionate grunt of satisfaction.

"Good?" Lily asked, nustling her face into the full bush of hair above her.

"Very good. Tickles when you do that."

"What, do this?" Lily buried her face into Pinkie's hair, rubbing it against her lips, cheeks, nose, and chin, laughing when she pulled away. Pinkie was laughing as well, holding an arm across her stomach.

"Y-yeah! Come on, let's keep going. I wanna see you cum again." Pinkie's hand stroked the throbbing shaft smoothly, her hips wiggling as she walked her way down Lily's prone form. Back turned to Lily's eyes, Pinkie adjusted the head of the throbbing cock in her hands against her wet lips, ever so slowly pushing just the head inside of her. Lily felt the ticklish strands of hair tease her shaft, making her fight laughter along with the pleasure.

"Easy, now." Lily moaned, arching her back slightly. "It's been a long time... I can cum at any given moment."

"Oh, don't worry about that." Pinkie smiled at Lily over her shoulder. "I can't get pregnant. You can cum inside me allllllll you want." With that, she dropped her hips, sliding Lily nice and deep. Not quite down to her shaft, she couldn't handle that much, but very nearly there. Lily's hands grasped Pinkie's ass, massaging the soft cheeks as the bubbly, happy young woman started bouncing up and down atop the hard shaft inside of her. Never one to disappoint, apparently, Pinkie slid her fingers up Lily's leather-clad thigh, under her sac, and against her center.

"What are you- AHN!" Pinkie plunged two fingers deep into Lily's nethers, swirling them around a little to stretch the tight walls. The polar opposite of Pinkie Pie, Lily was completely smooth, shaved. Her wetness from both the previous orgasm and general arousal flowed fast and free, not caught up by any hair. She also discovered something else about this form... The orgasms from her pussy were not tied to her penis... As made apparent by a firm flex and a veritable fountain of gushing release, she could cum from her vagina without having to release the pressure in her cock. Pinkie giggled and kept riding, soon enough drawing a second orgasm from Lily's other, more hard sexual part.

"So close... Come on, just a little bit more... I'm gonna... CUM!" Pinkie Pie twitched atop Lily, her back arching as she flexed, squeezing the last few oozing drops of creamy cum from Lily's throbbing manhood. Now, when her back was turned, Lily pulled Pinkie's essence out, noting the vibrant pink color before tucking it away in her chest, which was now heaving with exertion.

"Fuck." Lily panted. If she were normal in any sense, she'd be tapped right about now. But when she saw Pinkie pull a double-sided dildo from the nightstand, she knew this night wasn't even close to being over.

"So, I just got a thought." Pinkie smiled, sliding off of Lily's pulsing member. She hoisted the formidable dildo, as if testing it's weight. "If you put this in your pussy, you'll pretty much have two cocks." She demonstrated by sliding one end into Lily's wet vagina, easily plunging it deep inside of her. Bigger than the two fingers she had had earlier in the night, Lily gasped at how it spread her apart. "Look at that... Two cocks, and lookie here..." Pinkie ran her fingers past her wet center, to her tight, puckered rosebud. "Two holes... Do you get where I'm going with this?"

"Oh... Oh! Pinkie Pie, you dirty little thing..." Lily smiled, flexing her walls around the dildo inside of her. It twitched from the pleasure. standing straight up alongside her pulsing member like two flagpoles.

"Here, let me lube up... You wouldn't think it, but I've got a really tight ass." Pinkie shuffled around in her nightstand, obviously pushing a multitude of other toys aside in her search for a bottle of lube. Producing it with a flourish, Lily noted it was well under half-empty. Fucking hell, was she just some insatiable being of pure sexual thrills?

"Want me to?" Lily asked, sitting up carefully.

"Would you? And make sure you get your dick, too." Pinkie handed the bottle off and settled on her knees, pushing her ass out so Lily could get her ready for what was to come. Lily spread a good amount onto one of her fingers. rubbing it up and down the soft pucker of Pinkie's ass. She pulled it away and applied more before pushing it into her rear, doing that twice. Then she dripped a long stream onto her pulsing cock, rubbing the lube in nice and firmly. Tossing the nearly-tapped bottle aside. Lily settled on her knees behind Pinkie. One hand resting on her throbbing member, the other on the ready dildo. Lily slowly guided them both in. Pinkie helped guide the dildo into her wet pussy, but it was up to Lily to put pressure on her ass.

"Oohh..." Lily groaned, feeling the slick rosebud open to her head. Moving both at the same time, Lily gently slid her cock into Pinkie Pie's ready, waiting ass.

"Aahn! Fuck!" Pinkie gasped, both her hands falling to the wet, cum-stained sheets. Lily felt the dildo pulse inside her own center, and the rosebud wrapped around the front half of her cock flexed as well.

"Did... Did you just cum?" Lily asked, pausing in her advance.

"Fuck yeah, I did!" Pinkie smiled back at her, bubbly despite the recent orgasm. "Don't stop, keep going! Seriously, I can cum like, a ton! And if you cum, pull out? I don't mind it in my pussy, but cum in my ass creeps me out. Just shoot it on my back or something, okay?" Damn, she was taking this very well. Lily had no idea her new form would be so well-liked. Smoothly, she slid the rest of the way into Pinkie Pie, filling both her holes with plastic and flesh. Her Sac was pinched between the dildo and her shaft, one ball on either side of the plastic. She moved gingerly, careful not to squish them, but still giving Pinkie some pleasure.

"Oh shit, this is good..." Lily groaned, feeling the pleasure course through her veins. She settled into a smooth, easy pace, finally catching on to the subtleties of, essentially, fucking two holes simultaneously. She would dip her hips down, which would in turn push the dildo in further, or on the other end, she'd lean forward if she wanted to go deeper into Pinkie Pie's rear. She switched between the two now and then, almost certain that Pinkie came at least once more. Her own orgasm was slowly creeping forward, getting nearer and nearer...

"Miranda! I'm- I'm gonna cum again!" Pinkie groaned, her hand quickly rotating her clit.

"I'm really close, too! Hurry!" Pinkie came right then and there, her legs shaking as she, reluctantly, fell forward. Lily felt her cock and the dildo spring free from their respective holes, freeing her up to stroke the throbbing shaft. Pinkie rolled onto her back, giving Lily her target. Inhaling deeply, Lily held her breath as she started to cum. Watching the slit at the tip of her shaft, she saw seven thick strands shoot out, the first hitting Pinkie almost square in the eye. The rest fell in between her open mouth and stomach, the last few drops oozing out to land on her curly, bushy hair.

"You came in my eye!" Pinkie laughed and tried to sound angry at the same time, wiping the sticky solution out of her eyelashes.

"S-Sorry!" Lily stammered, her hands fretting over Pinkie's clogged eyelid.

"For fuck's sake, how did you get it in my eye?! I'm not mad or anything, but jeez! You got a cock jizz-cannon!" She laughed, her stomach twitching uncontrollably as she giggled underneath Lily. She couldn't help but laugh as well, gently sliding the dildo out of her pulsing, aching center. Laying it on the stained sheets, she slid a hand over Pinkie Pie's tummy, relaxing the laughing, cum-covered girl.

"So sorry I came in your eye. Come on, we need a shower. Where's your bathroom?"

"Across the hall." Pinkie, said, pointing. Lily helped her up and guided her there, still giggling at the whole situation. Once inside the shower, she turned the stream on nice and hot, joining Pinkie as they scrubbed, kissed, and teased. Feeling refreshed and renewed, relieved that she had had such an intense experience, Lily dried off and helped Pinkie change the sheets on her bed before stretching out.

"That was fantastic." Pinkie muttered, stretched out naked next to Lily on the sheets. "Like, seriously. I've had plenty of good fucks. But that was probably top of the list. Both my holes filled by one girl? Not everyone can say THAT." Lily turned her back to Pinkie and tucked close, the two of them spooning gently. "Seriously, where did you come from?"

"Trottingham." Lily said, yawning. She felt pretty damn tired after a long night of dancing, fucking, and fun. The sun was coming up through the window, leaking around the white, frilly drapes.

"Hmm. Never been there." Pinkie yawned herself, nuzzling in against Lily's neck. "Stay the night, Miranda?" She asked tiredly. Lily nodded and pressed back against Pinkie, relaxing into the soft, warm hold.

"Be here 'til morning." Her words fell on deaf ears, as Pinkie Pie was already slumbering. Smiling at her own relief as well as the success of a fifth essence, Lily slipped off...

Into the worst nightmare of her entire life.

---------------------------

"Chrysalis." Lily said to the glowing mirror. The image of her queen showed up soon enough, frowning.

"Liliana..." The way she said her name sent shivers up Lily's spine. "What have you to report?" Lily swallowed hard, preparing the report she had been readying the past three days. Since the episode with Pinkie Pie, waking up a mere four hours later, drenched in a cold sweat and shivering, she hadn't gone outside. Twice in three days she had peeked out of the window, and both times she noticed Ajax, first in a thin, wispy little form, and second in a large female Avian. She started explaining her success with Pinkie Pie, and finally arrived at the question she had been choking on all this time.

"Why did you send Ajax?" She asked. Chrysalis was quiet, her expression stone-cold and stoic for a long while. Finally, the queen answered.

"In case you failed."

"Bullshit." Saying such a thing to her queen would have had her killed, were she anyone else. "You know I never fail. Why did you REALLY send Ajax?" More silence. Obviously, Chrysalis was upset at being called on her bluff, but she was more outwardly... Worried? No way... Chrysalis never worried... Never even once. But this expression was entirely alien to Lily.

"Don't worry about that. Liliana, I want you to return immediately with the five you have now. You've done your assignment perfectly, and now I want you here. Soon, Ajax will return with the essence of Twilight Sparkle, and we will make our move on Equestria once more." Lily's brow furrowed. Why say she sent Ajax in case she failed, then switch it to Ajax getting the last, and most important, essence of all? It didn't make sense... Unless...

"You're afraid I won't turn over all six essences." Chrysalis' eyes widened in fear, and Lily knew she had struck home. "That's it, isn't it?! You're afraid I'll use their power against you!" Lily stood up, mirror in hand, fuming now.

"Liliana! Stop your nonsense right-"

"NO! I've had enough of this questioning my loyalty! You know above all else I'm yours to command. Always have been, always will be. I will gather the last essence, and I will return them ALL to you faithfully! Then, Elements of Harmony in hand, you and you alone will take back Equestria. That was the plan. That was my assignment. And I plan on carrying it out!" She paused, her chest huffing. She realized she had changed to her changeling form, and a quick glance to a nearby mirror confirmed she was, indeed, plain old Liliana. An afterthought struck her, and she fixed her gaze back on the mirror. "If Ajax gets in my way again, I will destroy him. You tell him to come back to you now, or I'll make sure he returns to you, dead." With that, she snuffed the magic on her mirror, tossing it on the bed and breathing out smoothly.

Had she really meant it? Would she return the essences to Chrysalis? Thoughts raging through her head, she let them leave, her mind go blank, relax... She padded over to the tall mirror, looking her entire body over. This was Liliana. High-ranking changeling lieutenant. Gray hair that hung down her back, the signature holes in her arms and legs... Dark, midnight-black skin. Removing her clothes, she noted the marked lack of genitalia. Even her breasts were perfectly smooth. Changelings had no reason to procreate, were made through other means... They only gained definition when they changed... She looked her entire, ugly form up and down several times.

Is this really me? She wondered. This faceless, genderless being of hunger and lust? Her hand raised from her side, the mirror image copying her until their fingertips met on the surface of the glass. She changed to her human form, smiling at the all-too-familiar face of Lily.

Or is THIS me? Her hand dropped, her eyes taking in the human form, complete with definition. Am I Liliana, lieutenant of the changelings? She flashed back to her changeling self. Or am I... She shifted back once more. Shoulder-length, curly red hair. Clear blue eyes. A moderate, gently curving bust. Trimmed pubic hair. Most importantly...

Human.

Or am I Lily?

-=EDIT=-

More changes to "God" and "Jesus" in this story. I realize now why I had so many issues with the color of the essences. This chapter is devoid of any reference to the color of Pinkie Pie's essence. I left it that way, but only because I haven't read the sixth or seventh chapters through again. I may re-visit this and put it in for clarification, but aside from that, there were few grammatical or attribution errors to be had. A decent clop with a pretty twisted kink of mine, and plenty of story development. It was this chapter, specifically, that inspired me to write Maggie's separate story.