“Well that was a bust.” Amy said as the group enter the throne room of the old castle.

“And we got Rainbow Dash to blame for ruining our first contact with Ponies.” Bunnie said as she sat down while thinking about how to teach that pegasus some manners.

“At least I managed to turn Twilight into a bimbo for a while for trying to harm my little sister.” Rouge said as she look at her bimbo gun with a smirk.

“So what do we do now? Since the Mane six will most likely have sent a letter to their Princess.” Amy said as the group start to think on their next move.

“Why Princess? Do these equines not have a king or queen?” Peridot asked, but before anyone in the group could answer, someone else replied.

“We haven’t had one of those for three thousand years, they’re considered relics when a government uses them.” A female voice stated.

“Who’s there?! Show yourself vimont.” Bunnie said as her robotic arm transform into a arm cannon as the others are ready to fight.

“Yeah or we will find and smash you!” Amy shouted looking at the door carefully.

A yellow mare with a red and orange mane trotted out, smirking. “Sunset Shimmer, at your service…”

“Why does her mane make me think of bacon?” Rouge asked as the rest of the group laugh at the question, except Peridot. “But the more important question is why are you here?” She asked the bacon haired mare.

“I saw your little run-in with the Elements of Harmony, and might I say, you did an amazing job stopping Twilight from using that fainting spell.” Sunset said, walking around the group a bit.

“Well that’s what she gets for trying to hit Peridot, and nobody harms my sister when I’m around.” Rouge said as she crossed her arms under her bust while keeping an eye on Sunset.

“Plus it was a bit funny seeing Twilight as a bimbo while trying to catch Applejack’s brother.” Amy said with a grin. “If only that would also have happen to Rainbow as well.” She added.

“We will get her next time.” Bunnie said to Amy as she turn to look at Sunset. “So you saw what we did in Ponyville. So what?” She asked Sunset.

“Pika.” Pikachu said as he let out a flew sparks.

“I just thought you…” Sunset froze in her tracks. “What do you say instead of ponies?”

“People.” Peridot clarified.

“Thank you. I just thought you people would like some help.” Sunset said, before sitting on her haunches.

“Help us with what sugar?” Bunnie asked not getting what Sunset meant.

“Pikachu.” Pikachu said agreeing with Bunnie’s question.

“Well, those ponies are a big deal in Equestria. Having them as enemies means you’re an enemy of the state.” Sunset stated, looking away to grin insanely in excitement. She turned back to the group as nonchalantly as she was able to. “I don’t think you’re in the wrong, I saw them attack you first. Ponies may act nice, but they’re intolerant.”

“Hmm you have a point there.” Amy said in agreement with what Sunset said.

“Sure. You can help us. After all finding my sister and my other two friends trapped in a bubble the Princess of the state had make an enemy out of me.” Rouge said as she get out the case from a bag they have got the con. “Plus we got these.” She added as open the case.

“Oh yeah. Those Chaos Emeralds have become real.” Bunnie said while looking the growing gems.

“Uh… What?” Sunset questioned, raising an eyebrow.

“These seven chaos emeralds have unlimited power. They can be use for good or evil. Plus who ever has all seven of them he or she will become unstoppable.” Amy said smiling at what she could do with them.

“Also they can power machines or since we are in Equestria make pony magic stronger.” Rouge said while looking between the seven gem and her Bimbo gun.

“You’ll need to test that theory, magic was never in Sonic.” Peridot said plainly.

“There is magic in the Sonic the Hedgehog comics.” Bunnie said to Peridot with a deadpan.

“There are comics?” Peridot asked, surprised.

“Anyway!” Sunset shouted to get everyone’s attention. “I’ll see if I can get my place cleaned up so you can actually get through the door. In the meantime, try… Try to not get killed.”

“No worries here. If those six mares or any guards find us here. Then they are going to meet my little friends.” Bunnie said as she wave her arm cannon while Pikachu jump onto her shoulder.

“And my little friend too.” Amy said holding up her big hammer.

“I’m not worried about them… I’m worried about the Timberwolves, Hydras, and other Everfree monsters.” Sunset said. “Just… Just stay in the castle, and I’ll be back shortly.”

“Ok. Take your time.” Rouge said as she went and sat on a throne that had a moon banner above it.

Sunset vanished in a puff of smoke.

“So what now?” Amy asked.

“I got some cards we could play in the meantime.” Bunnie said as got out a deck of cards from under her hat.

“Sure. Set them out.” Rouge said as the group start to play a game of poker.

“What are we doing? We just woke up in bodies not our own!” Peridot shouted.

“So? What can we do about it?” Amy asked as Bunnie just showed she got a royal flush which annoyed Rouge and Pikachu.

“These are our new bodies now sugar gem. We are going to have to get use to it.” Bunnie said still smirking at winning the poker game. “Plus we still need to wait for Lapis and Jasper to wake up.” She added.

“Yeah… Which leaves me to tell you all a… Problem…” Peridot said, pulling out the gems, which each had a long crack on either one.

“WHAT!?” Rouge shouted in shock as she saw the cracks on the two gems along with noticing a very small crack on Peridot’s gem. “That Sunbitch is going down for this!” She added as she kicked a nearby suit of armor out of rage.

“Don’t forget her sister Moonbitch.” Amy said while looking a bit piss herself.

“Uh… We’ll have to find a way to fix them…” Peridot mumbled.

“Why not use the Chaos Emeralds to heal them and you?” Bunnie asked eyeing the Chaos Emeralds.

“Yeah. If they can bring Sonic back life in Sonic 06 then they can heal some cracks.” Amy said while taking the emeralds out theirs case.

“Pika-Pikachu.” Pikachu said in agreement.

“Maybe, but wouldn’t that mean you lose them? Why don’t we ask Sunset, maybe she has a spell.” Peridot said.

“No we will only lose them after one or all of us turn super at the same time.” Rouge said as she hugged Peridot.

“I wonder what Sunset is up to right now?” Bunnie mumbled to herself as she reset the poker game.

“She said she was cleaning her place up…” Peridot said, rubbing her gem.

“Are you sure you should be rubbing your gem when it has a small crack?” Rouge asked Peridot in concern.

“Giah!” Peridot yelped in surprise. “How did you know!?”

“Jasper and Lapis have cracks in their gems. So it will stand to reason that your gem’s cracked too. Why did you think I kicked that suit of armour in a rage for?” Rouge asked Peridot as she gave Pikachu a ear scratch. “Besides, we can pretty much know who did the cracks to you and the others.” She added as she look at the sun banner with a glare.

“I’m still having memory troubles, but you’re probably right.” Peridot said, looking down. “I suppose I can deal without some meaningless memories.”

“Ok. So let’s have a look at the books we got Ponyville until Sunset gets back.” Rouge suggested as she grab a book.

“Who want to bet that Twilight had locked herself in her bedroom after embarrassment from being turned into a bimbo?” Amy asked.

“You are on.” Bunnie said as she and Amy shake hands.

Peridot sighed and curled up on the floor. “We’re doomed…”

(Meanwhile in Ponyville)

“Twilight dear! Open up!” Rarity shouted, pounding on the door frantically.

“Rare, she ain’t coming out.” Applejack stated as she sighed.

“Maybe we need to just give her some time to herself?” Fluttershy suggested shyly.

“No she needs our help to get through this.” Rainbow said as she pounded the door as well.

“Rainbow, she’s not going to come out.” Rarity said, placing her hoof on the cyan pegasus shoulder.

“But there must something we can do to help her.” Rainbow said feeling useless about not being able to help Twilight.

“Don’t worry Dashie. I am sure Twilight will get over this. When that happens I can throw a ‘got over from being turned into a bimbo for a short time’ party!” Pinkie said trying to cheer everyone up.

“Uh… You might not wanna say ‘bimbo’ in front of Twi for a long time, Pinkie.” Applejack said. “What we need to do though is find those varmints and make them pay!”

“Yeah! Specially that bat freak for turning my- our egghead into a bimbo.” Rainbow said punching her fists together.

“But where do we start finding them?” Fluttershy asked shyly.

“Where were they heading?” Rarity asked.

“I think into the Everfree… There’s only the castle of the two sisters in there, I suppose that’s a place to start.” Applejack suggested.

“Yeah let’s go after we get that reply from the Princess Rarity had Spike send a letter to.” Pinkie said jumping in place.

“No time for that. We need to get to that castle and pounded those freak’s faces in!” Rainbow said as she fly straight to the Everfree Forest.

“I’ll wait for the letter darlings, go make sure Rainbow doesn’t turn into a… You know.” Rarity said, not able to croak out the word bimbo.

“Okie dokey lokey.” Pinkie said as she, Applejack and Fluttershy chase after Rainbow while Rarity waits for the letter from Princess Celestia.

Meanwhile with Sunset.

Sunset had gotten back to her home about 20 minutes ago.

She was cleaning her home swiftly, pulling out spare beds, making as much space as possible. She also hid the dark magic related books, and… Questionable, books… And questionable artifacts…

She was finally done, and puffed out her chest proudly. A red and orange bird flew into the window and landed on her shoulder.

“Oh, hey Willow.” Sunset said to her pet. The Phoenix nuzzled her, and she giggled. “We’ll be having guests soon!”

The Phoenix flew off her shoulder and landed in a basket before falling asleep.

Sunset rolled her eyes. “Lazy bird…” She checked over everything one more time, then nodded, and teleported outside.

Her home was an old watch tower that was abandoned after Nightmare Moon. She enjoyed the place mostly because it’s historic values in that brave ponies of the past protected their land. In the end it was futile, but to her, failure was better than victory.

She created a teleportation steam with her magic, which was pretty much teleporting backwards. An advanced spell that retraces your teleport to where you were. It takes less magic than simply teleporting, but more focus and mental capacity, something that Celestia’s new apprentice didn’t understand.

Oh she so hated that Twilight. Not only did she get the Princesses favor with a miscast, a dangerous hazard to all Unicorns and something Sunset was reprimanded for, but got everything she wanted.

Where Sunset got a scolding for running in the halls, Twilight got a giggle and was encouraged. If Sunset didn’t do her magic exercises she got a glare, if Twilight didn’t do it she’d just get a reward for doing it.

And at first, Sunset thought it was because Celestia was learning from her mistakes. She hoped things would become better! She was hoping she could talk to Twilight, and they’d get along… But no. Nothing got better. Instead, it got worse.

Celestia would ignore Sunset to focus on Twilight. She wouldn’t let Sunset near Twilight. And when she heard Celestia… Talking so greatly of Twilight like she had never done about anypony else…

She heard nothing about her going missing after she told anypony where she was going.

And when she heard that Twilight had become the Element of Magic… She felt thoroughly insulted, hurt, and most of all… Understandment.

She finally arrived, and shook herself out of her inner ranting.

“Hello!?” Sunset yelled, her voice echoing through the hall.

“Pikachu?” Pikachu asked while looking outside of the door.

“Is that Sunset?” Amy asked from inside the room. “We are still in the throne room Sunset.” Amy yelled back.

“Okay!” Sunset replied, trotting into the throne room. “Sorry it took so long, my organised mess was more messy than I thought.”

“No worries sugar. We was just playing cards to pass the time.” Bunnie said while putting her deck of cards away.

“So we are about ready to go.” Rouge said while holding her case of chaos emeralds and her bimbo gun.

Sunset Shimmer smiled. “Then follow me.” She trotted her way towards the front of the castle.

“There they are!” Shouted Rainbow Dash as she fly at the group at breakneck speeds.

“Oh great. It’s the gay pride pony again.” Amy said sounding bored as she hit Rainbow, when she was close enough, away with her hammer.

“I told you I'm not gay!” Rainbow shouted in rage as she got back up. “You all are going to pay for what you did to Twilight!” She added as Applejack, Pinkie and Fluttershy finally arrived.

“Pikachu-Pika!” Pikachu growled as his cheeks sparked scarcely.

“Who in tarnation is that!?” Applejack pointed to Sunset.

“Our new friend Sunset.” Rouge said as she aimed her bimbo gun at the bearers.

“Beside Your bookworm friend had it coming for trying to harm Rouge little sister.” Bunnie said as she aimed her arm cannon at the bearers as well.

“No she didn’t you meanies.” Pinkie said with a glare.

Sunset backed up slightly. If they asked who she was, Celestia would come after her and the whole plan would be ruined. Plus she’d lose the element of surprise. “It isn’t illegal to use a bimbo gun!”

“Don’t know and I don’t care.” Rouge said while deciding on which element bearer to shot at.

“Beside if these ponies want a fight. They got one.” Amy said reading her hammer. “Specially gay pride here.” She added which cause smoke to come out Rainbow’s ears in angry.

Sunset mentally panicked.

“Rouge, it isn’t worth it.” Peridot said. “Let’s get out of here…”

“I TOLD YOU I AM NOT GAY!!!!” Rainbow roared as she charge at the group in blind rage while Rouge just grinned as she got out a chaos emerald.

“Perfect test subject.” Rouge said to herself as she stick the emerald in the back of the bimbo gun and fired it at the incoming pegasus.

“Rainbow!” The ponies beside Sunset cried out.

When the beam hit Rainbow she stopped in midair as she tried to fight the transformation.

“What’s happening to-to me?!” Rainbow cried out as her clothes turn pink and latex shiny. While her ass and breasts start to expand up some sizes.

“Same thing that happened to Twi!” Applejack yelled.

“Oh... Oh my.” Fluttershy said as her wings stand out straight as she blushed.

As soon as Rainbow heard Applejack said Twi she felt a rushing heat coming from her loins as her clothes are now showing top parts of her expanding ass and breasts while her hair got longer and lighter coloured.

“Wh- Wha- Like why is it becoming so hard to think?” Rainbow asked herself as pink lipstick and purple eyeshadow appeared on her face while her ass and breasts stop at H cup size.

“That what you get for charging at us.” Bunnie said as she blush at the sight.

Sunset was blushing profusely. She backed up slowly, “Do you do this… With every mare...?”

“Only if they tried to harm my love ones and friends.” Rouge said as she hear Rainbow start to giggle and moan in pleasure.

“Like I feel so totally hot right now.” The bimbo Rainbow said as she push her breasts together.

“Shy, get Dash out of here!” Applejack ordered. “And make sure she doesn’t try anything!”

“O-O-Ok.” Fluttershy said her face is as red as Big Mac as quickly walk over to Rainbow. “Co-Co-Come Rainbow le-let get you ou-out of here.” She said to Rainbow. But then Rainbow pull Fluttershy into a hug which resulted her face being buried in Rainbow huge breasts.

“Like sure Flutters. There a bookworm mare I would totally want to talk to away.” Rainbow giggled as she let go of a stunned Fluttershy as she flew off back to Ponyville.

“Told you she was gay.” Amy said smiling.

“This escalated quickly…” Sunset said, scratching her head awkwardly.

“Hey Fluttershy. Are you okay?” Pinkie asked just as Fluttershy had a nosebleed before fainting.

“Figures she would faint from that first.” Rouge said as she put the emerald away. “Now should we run?” She asked the group.

“I think we can walk…” Peridot said. “There’s no way for them to follow us without turning into bimbos.”

“Let’s go then!” Sunset declared, wanting desperately to leave.

“Pika.” Pikachu said in agreement.

“Then lead the way sugar.” Bunnie said to Sunset.

“Aren’t we going to stop them Applejack?” Pinkie asked while holding Fluttershy.

“What can we do? They got Rainbow Dash turned into a bimbo, and she’s the fasted of us! We’re just Earth Ponies.” Applejack said. “Get Fluttershy and lets go.”

“Uh Ok.” Pinkie said as she carry Fluttershy back to Ponyville.

“Smell you lot later.” Amy said as she wave at the remaining bearers.

Applejack glared at them. “Once everypony's okay, we’re coming for you…”

“Yeah right after you clean the wet patch of your panties and jeans.” Rouge said pointing at the wet patch as she laughed.

The farmer ran off, and Sunset was having a hard time coping.

“O… Kay… L-let’s go…” She said, heading the opposite way she and the girls came from.

“Lead the way.” Bunnie said as the group follow Sunset.

They felt the castle out the back way and made their way to Sunset’s home. Once they arrived, Sunset gestured to the place, which was guarded by three Timberwolves with red eyes instead of green. “Welcome to my home!”

“You live in a watch tower?” Amy asked confused. “It reminds me of the one Power Rangers Time Force.” She added as the group enter the tower.

“The… What?” Sunset asked.

“Power Rangers. It a TV show I use to watch where we come from.” Amy said.

“It doesn’t matter right now. But now we need to go inside and think on what are we going to do in the meantime.” Rouge said.

“Yeah no doubt they will try to send royal guards after us.” Bunnie said.

“Or the bearers would come after us themselves or with guards.” Amy said.

Sunset brought them inside. “Don’t worry, no one knows this exists. It’s not on any maps.”

“And where is this watch tower we are in at?” Rouge asked looking around.

“Ten miles away from the castle.” Sunset stated.

“No wonder my feet are killing me…” Peridot grumbled to herself, collapsing on a bunk beds bottom bunk.

“Yeah mine too.” Amy said as she jump on the top bunk.

“Anyway. We need to think of a way to fix our two gem friends along with trying to stop mane six from using their elements other then the bimbo gun.” Bunnie said.

“Uh… If they’re gems, I might know some magic to fix them.” Sunset suggested.

“Really?” Rouge asked with hope in her eyes.

“Yes, I used to be the strongest Unicorn in canterlot. I’ll have to brush up on the spell though.” Sunset stated.

“Rouge! There’s only six beds! What’re we going to do when the girls are healed!” Peridot shouted.

“Well I am sure a bed shop or any of those six mare would willing give some more beds.” Rouge said with a grin.

“No, not with those ponies after us. Two of us are going to have to share.” Sunset said.

“Well I could share a bed with you.” Rouge said to Sunset with a wink which cause her breasts to bounce.

“Uh… What?” Sunset’s eye twitched. “Why…”

“Well. You are cute.” Rouge said simply as she head to a bed while moving her ass at Sunset.

“N-no I’m not. L-let’s get some rest, I’ve been walking all day.” She walked over to her bed and took her shoes off, before getting under the covers. “You can use another bed until your friends are restored.”

“Of course Sunny.” Rouge said as she lay down in her own bed.

Meanwhile with Twilight.

Twilight laid on her stomach on her bed. Her eyes were red and puffy, and her expression was sour. She was only wearing white panties and a t-shirt.

“Come on Twilight. It can’t be that bad.” Spike said trying to cheer Twilight up.

“It was humiliating, Spike…” Twilight croaked. “I haven’t felt like this since I tried to expose Queen Chrysalis...”

“But it all worked out in the end. And so will with whatever that bat thing did to you.” Spike said.

“Spike… Please, I need to be alone. Go out and have fun, I’ll be fine…” Twilight told the drake.

“Ok. If you say so.” Spike said not sure if Twilight will be fine or not as he left the room.

10 Minutes later there a knock on the door.

“We’re closed!” Twilight shouted.

“Like it’s me Egghead.” Said Rainbow’s voice with a giggle.

Twilight groaned and got up. She went down the stairs and went to the door. When she opened the door, she kept her lower half hidden by the door. “I don’t feel like talking Dash.”

“Like why not? Talking about your feeling and stuff to those who cares about you would like totally help you feel better.” Rainbow said smiling as her huge breasts bounce up and down.

Twilight had just realised what Rainbow looked like and blushed. “Uh… Rainbow… W-were you hit with that bat girls weapon…?”

“Like totally I did my cute little bookworm.” Rainbow said as she giggled. “So like want to talk about it?” She asked with a wink.

“N-no, you’re not even in your right mind.” Twilight said, pulling Rainbow inside before slamming the door. “Were you seen by anyone?”

“Like just some couple of hot colts and mares who had tents or wet patches right between their when I totally fly by them to see the hottest mare in Ponyville.” Rainbow said winking at Twilight with bedroom eyes.

“W-wait, what?” Twilight asked, backing up slightly.

“Like when I first met you I totally had a crush on you. But like totally not hot pride of not being gay was totally cockblocking my true feeling for you and stuff.” Rainbow said moving closer.

Twilight backed up against a wall. “D-Dash, you’re n-not yourself!”

“Like so what? I finally got chance to show my totally true feeling for you without my pride totally being in the way.” Rainbow said while moving her arms to make her breasts push together.

Twilight was beat red and shaking. “R-Rainbow, d-d-don’t…”

“Like don’t what?” Rainbow said confused.

“S-stop, you’re… J-just…” Twilight’s breath caught in her throat.

“Just what? Like was I too forward? Too hot?” Rainbow asked just standing there confused to why Twilight was acting this way.

“Wh-what are you d-doing?” Twilight asked.

“Like trying to help cheer you up. But you look totally scare of me and I don’t know why.” Rainbow said looking concerned as if she done something wrong and don’t know what it is.

“I-it’s not that Dash, I just…” Twilight hit her head. “I’m sorry, I… I don’t know. Fine, we can talk.”

“Ok doke.” Rainbow said smiling again. “Ok so like why were you so upset early?” She asked Twilight.

“I… It was embarrassing… I don’t like being… Well, thought of like that, you know? I just…” Twilight sighed. “And acting like that in front of you all…”

“Like it’s okay to totally cut loose once in awhile and stuff.” Rainbow said doing her best to help cheer Twilight up.

Twilight sat down on the floor. “I just… In my experience, when something like that happens, those who saw it made fun of it.”

“Then like those jerks can totally go buck themselves. You should like don’t listen to them if they aren’t nice.” Rainbow said sitting next to Twilight.

“Thanks Rainbow, but… I guess I thought you guys would make fun of me…” Twilight shrugged. “I’m getting uncomfortable sitting her.”

“Like would you like me to get a chair for you or like would like a hug?” Rainbow asked.

“Help me up? I shouldn’t have sat down on the floor.” Twilight blushed in embarrassment.

“Ok.” Rainbow said as she help Twilight up and she got a flew of Rainbow’s breasts. Twilight blushed and pushed herself off quickly.

“S-sorry…” Twilight said, rushing towards the stairs that lead up to her room. Unbeknownst to her though, her underwear rode up her butt, showing off her cheeks.

“Like no problem Twi.” Rainbow said as she notice Twilight’s underwear. “You might want to like check your underwear.” She added.

Twilight felt it, and blushed, before pulling them down enough to hide her flank. “Th-thanks… Glad to know you aren’t sex craved like I was…”

“Like I am sex craved but I am totally holding myself back for you sake.” Rainbow said with bedroom eyes.

“Th-thank you…” Twilight said. “Does it hurt? H-holding back?”

“Nah. It just like totally hot between my legs.” Rainbow said smiling.

“O-okay…” Twilight said, sitting on her bed. “There aren’t aren’t chairs besides the one in the kitchen.”

“Like that totally fine.” Rainbow said as she sat next to Twilight. Just then there was knock at the door.

“C-could you go get that?” Twilight asked.

“Like it could the girls totally just got back from Everfree Forest and stuff.” Rainbow suggested. “Would like me to get the door?” She asked.

“That’s what I just said.” Twilight replied. “Would you?”

“Like oops. Ok.” Rainbow as she went and answer the door and Applejack and Pinkie are outside.

“Rainbow!? Why’re you here!? Where’s Twilight!?” Applejack yelled.

“Like, she is here and I Totally cheered her up.” Rainbow said smiling.

“You did?” Pinkie asked grinning.

“Like see for yourselves.” Rainbow said with a giggle.

The group went upstairs to see Twilight sitting on the bed, wiping her eyes with a kleenex.

“Sorry about earlier girls…” Twilight apologiesed.

“It’s ok Twilight. We are just happy that you are feeling better.” Pinkie said as gave Twilight a tight bear hug.

Twilight wheezed. “P-Pinkie… Air…”

“Ooops. Sorry Twilight.” Pinkie as she let go of Twilight with a blush. “We don’t want you passed out like Fluttershy did.” She added.

“Fluttershy?” Twilight asked.

“She fainted from a nosebleed after Rainbow hug her with Fluttershy being in Rainbow’s breasts.” Pinkie said giggling to herself.

“Hehe. Like who knew Flutters was a boobmare.” Rainbow said giggling.

“Dash…” Applejack said unamused. “Don’ be a bitch.”

“What? Like it’s true if she fainted from face to boobs.” Rainbow said giggling even more. “And I am like a totally sexy bitch anyway.” She added with a sexy pose.

“Dash, stop.” Applejack said, glaring.

“It’s not her fault. I’ll take care of her, you guys go and regroup for tomorrow.” Twilight said. “AJ, tell Rarity what happened and see if you can get Spike to sleep over at her place. Pinkie, take care of Fluttershy.”

“Ok Twilight. Let’s us know when Rainbow is back to normal.” Pinkie as she headed to Fluttershy’s place.

“Roger, we’ll meet back here tomorrow, right?” Applejack asked.

“Yeah.” Twilight replied.

The farmer tipped her hat before leaving the library. Twilight sighed, rubbing her head.

“Like what should we do now? Now we are totally alone.” Rainbow asked with bedroom eyes.

Twilight stared at Rainbow for a bit, then blushed. “Y-you need help…?”

“Well my loins is getting like totally hotter.” Rainbow said as she pants a bit with a blush. “Does that help?” She asked as a wet patch appeared on her pink shorts.

Twilight sighed, knowing she was going to regret this. “Come here…”

“Like ok.” Rainbow said as she got closer to Twilight as her wet patch start to smell of her lust. “Like what would you want me to totally do?” She asked.

“I’m helping you. Not the other way around. Sit on my lap.” Twilight said.

“Like ok.” Rainbow said as she did as she is told with a Pinkie size smile.

Twilight blushed. “Uh… I’ve never done this before…”

“Done what before?” Rainbow asked confused.

“Anything… Sexual…” Twilight blushed harder. “I don’t know how to… Help you…”

“You could, like, finger me if you want.” Rainbow suggested as she remove her shorts and panties. Twilight’s face was burning, and she quickly pulled the panties back up.

“I-I can do it without… Looking…” Twilight said, sliding her right hand into the undergarments.

“Ooooh! That like feels good.” Rainbow said as she moan a bit. Twilight slid two fingers into Dash’s slit. “Oooh. Daring aren’t you?” She asked in a moan and a wink.

Twilight felt uncomfortable as she pushed into Rainbow and pulled out in a steady motion.

“Like for a beginner you totally good.” Rainbow said as she put an arm around Twilight.

“Tell me what to do.” Twilight said, continuing to finger Dash, but sped up.

“Oooh yeess! You could like play with my breasts with your other hand.” Rainbow said moaning louder. Twilight did as she was told, playing with the still clothed breasts of her friend. “Oooooh yeeeess. I am so like wetter.” Rainbow said as Twilight’s fingers are now covered in Rainbow’s love juices.

Twilight was burning like the sun. “H-how long d-do I do this…?”

“Like not long. I am totally getting close.” Rainbow moaning louder in pleasure. “How are you like feeling right now?” She asked.

Aroused, Twilight wanted to say, but she didn’t. She was also wet from this experience. “Wh-why are you asking?”

“I just like want to know you are feeling totally ok with helping me with my heat.” Rainbow said still moaning.

“Well… I know h-how it feels and didn’t want you suffering…” Twilight said, speeding up even more.

“Aww thanks Twi. Like you totally the bests.” Rainbow moan as she kiss Twilight on the cheek. “Have I ever told you’re, like, totally cute when you blush?” She asked.

“N-n-n-no…” Twilight squeaked.

“Well you’re totally cute.” Rainbow said as she lick Twilight’s neck while moaning while her free hand grab one of Twilight’s breasts.

Twilight eeped, but let Dash touch her. Her fingering becoming more sloppy, as did her breathing.

“I am like almost there Twi.” Rainbow said as she play with the breast she is holding. “Hehe like you are totally wet.” She added as she kiss Twilight’s other breast.

“Wh-what are you d-doing?” Twilight asked, her nose almost bleeding.

“Like I can smell you are totally aroused. So I am like helping you out like you are helping me.” Rainbow purred as she lick Twilight some more. “You like?” She asked.

“Y-yeah…” Twilight replied, almost ashamed.

“Like it’s nothing to be ashamed of. You totally needed it as much as I needed it.” Rainbow said as she playing with Twilight’s breast and slip her hand in Twilight’s panties and start finger her as well.

Twilight moaned, her fingering going as fast as she could go.

“Oh yes Oh yes Oooooooooh!!!” Rainbow moaned as orgrasm on Twilight’s hand while she finger Twilight faster.

Peridot got out of bed and poked the others awake besides Sunset, who was lightly snoring.

“We need to talk.” She whispered.

“What is it.” Rouge whispered back.

“Yeah. Why are we whispering?” Bunnie asked in a whisper.

“So our host doesn’t wake up.” Peridot said. “I want to discuss something.”

“Like what?” Amy asked confused on why Peridot doesn’t want Sunset to hear them talking.

“Why Sunset’s helping us.” Peridot said. “It’s illogical she’d act differently about us than the others.”

“Maybe she want us to help her get her revenge on Twilight and Celestia?” Rouge suggested.

“Uh… Who are those?” Peridot asked.

“Twilight is that purple pony Rouge had turn into a bimbo back in Ponyville.” Bunnie said.

“While Celestia is the main/co ruler of Equestria who rise and lows the sun.” Amy added.

“And… How would you know that?” Peridot asked.

“I watch the TV show this world is base on.” Rouge said with a shrug.

“And she’s using us?” Peridot raised an eyebrow.

“Well those six mares and the Princess are our emeries anyway. So we need as much help we could get.” Bunnie said with a shrug.

“Maybe we could find Trixie and ask her to help us.” Amy suggested.

“And what about beacon hair?” Peridot asked.

“She hates Celestia as much as we do. So if she wants revenge then so do we.” Rouge said. “Plus she is cute.” She added.

“I take it you swing both ways?” Amy asked Rouge.

“Yes I do.” Rouge said.

“Great…” Peridot sighed. “Being used so you can court a Unicorn…”

“Hey don’t worry. If she backstab us I will hit with a bimbo gun that has been supercharged by all seven chaos emeralds.” Rouge said.

“Which means she’ll be your bimbo…” Peridot said.

“Yep my bimbo who will do anything so she can have sex with me.” Rouge said grinning evilly.

“How are we related?” Peridot asked.

“We have the same birth mother remember.” Rouge giggle a little.

To be continue.