------------- Request Chapter: Orgy -------------

The following takes place at a point in time that has absolutely no bearing on the story, character development, timeline, or interactions between characters. If it weren't part of the chapter list, I'd say this chapter is almost entirely un-related to the rest of the story. Essentially, don't pay attention to individual characters or when they were introduced. Comments like "Well THIS character was in this, so it has to have been after THIS chapter" will be ignored and/or scoffed at while I look at you disapprovingly down my nose.

Oh sweet Celestia, why am I writing this?

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"No, we've got to keep a healthy ratio... As much as they're gonna hate missing out, we're going to have to keep the good portion of men out of this little... Event..." Maggie blushed as she went down the list, crossing names out at random. Lily saw many of the remaining names were female. Not that she was complaining. This was going to be intense...

"No, not her... If she shows up, I want her in there." Lily stopped Maggie just as she went to cross out Diane, the postal worker.

"Really? Given her reputation?"

"I think her reputation will need to be re-evaluated if she decides to show. Trust me."

"Alright, if you say so..." Maggie dragged her hand down the ever-shortening list, picking names at random and crossing them out. The roster was dwindling, but for what they had planned, Lily wondered if there would even be enough room. "Okay, I think that's good..." Maggie finished and flipped the list around for Lily to scrutinize.

"Okay, good... Good... Oh yes, please! Yes, yes... Okay... Hmm.... Oh, that's right! Yeah, this checks out." She smiled and signed the bottom. "Should be good." The list was rolled up and handed to Brandon, standing nearby. He scanned over it once, nodded, and left the office. Lily could have sworn she saw a blush on his face... Was he jealous? Chuckling, Lily grasped the glass of scotch and downed it, blanching slightly at the burning sensation.

"Why don't you go and get ready, Lily? I'll make sure everything else is in order." Maggie said, sipping at her own glass. With a smile and a teasing spank, Lily left the office and went to her own bedroom. Once inside, she sighed and tried to focus her thoughts through the haze the alcohol had given her. With a soft breath, she stripped nude and padded to a nearby dresser. Not that her clothes would matter, they'd be off in a manner of moments once they all got around to it. With an hour left until the doors opened, Lily focused more on personal issues. She shaved and trimmed and shifted her hair, changing into as many different people as she could recall. Liam, Samantha, Dancer, Tobias, and duplicates of all the six wielders of harmony... Other people like Shining Armor and Cadence, Octavia, and Lyra she tried as well.

"You never know who you want to be..." Nyralith had told her over the phone a while ago. Satisfied she had most if not all of them down to a tee, Lily shifted back to herself and pulled on a loose blouse and simple skirt. Nothing fancy, and no underwear. Fifteen minutes until the doors would open, Lily made her way down to the lounge, where all the girls were chatting excitedly. This was going to be... VERY intense...

"Lily." Five minutes to, Brandon called her to the front door. She padded over, looking up at the intimidating man with a smile.

"What's up?"

"They're starting to get antsy..." He jerked a thumb to the small viewpane set into the door. Looking out, Lily could see movement of the small crowd gathered out front, people jostling and chatting excitedly.

"Looks like we're opening early." Lily nodded to give him permission. Slipping back to be with all the girls, Lily watched as the front door opened and guests began moving in one after another. They came in twos and threes, women and men, all smiling and laughing as they looked around the lounge with bright, smiling faces all looking up at them. Many of them, Lily recognized. Some of them didn't recognize Lily, and she tried to shift into a familiar face as they approached. One of them, Octavia, widened her eyes as the handsome, muscular form Lily had used to seduce her appeared in the lounge, still wearing the elegant suit she had been that night.

"Oh, you coy little..."

"There's a reason I invited you." Lily pulled the flushing cellist into a hug, smiling as they kissed briefly.

"If I'd have known..."

"Trust me, darlin'. You aren't the first I've tricked like this. Run along onw, we'll meet up later tonight." Lily gave her a firm spank and a grin, making her yelp and flush deeper as she walked away to chat with Lyra, who had just shown up. Lily smiled as she shifted back into her own form, blinking as someone new walked through the door. "Mayor?"

"Oh! Lily! Shame we haven't been able to play any poker lately." She winked and nudged Lily's ribs.

"I only ever played as..."

"Applejack told me." The mayor said with a smile. "Water under the bridge, I trust." They shook hands, Lily smiling as another familiar face slipped through the crowd to say hello.

"Trixie. Always a pleasure." They embraced gently, though Lily got a more-than-friendly pinch to her rear. She whimpered and blushed at the grinning Magi.

"Like the Great and Powerful Trixie would miss an event like THIS!" They kissed as she sauntered off, introducing herself with flair to another group of bystanders. More and more guests came in, and Lily lost track after twenty... Though, a recent arrival caught her attention.

"Fluttershy?!" Lily said incredulously as the shy avian slipped in. "I would never have imagined you'd come to an event like THIS..." Lily wrapped her in a gentle hug.

"W-well... I'm trying new things, so... Rainbow Dash wanted me here..." She muttered, looking around at all the people milling and socializing. Drinks were passed about in abundance, and more than one patron appeared to be a little tipsy already. "Are... Will all the people...?" Lily nodded down at Fluttershy with a soft smile.

"Afraid so... If you want to leave, I won't judge you."

"N-no! I wouldn't! I couldn't!" She flustered, blushing a little. "B-besisdes... I would have bought this for nothing..." She opened her purse, allowing Lily to peer inside.

"Woah... Well, good thinking bringing it along... Most of the women here are lesbian, or at least Bi... I was beginning to wonder if we'd have enough men... I see you thought ahead." Fluttershy smiled softly, embracing Lily for a few moments before wandering off to chat with Rainbow Dash, who had swooped in the door earlier. Rarity arrived, along with a ponyville nurse Lily had seen now and again. Much to her surprise, the doctor who had treated her was there as well. She walked up to him with an inquisitive look.

"What?" He said before she could ask anything. "Sex is a phenomenal physical activity... It increases heart rate, promotes cardiorespiratory health, releases vein-dilating endorphins, and above all else..." He smiled in a totally non-professional way. "It feels incredible. Trust me, Lily. I'm not here in the professional capacity this evening."

"I was just gonna say I was looking forward to paying you back for all those weeks of bedrest." She pressed close. "Solitary. Bedrest." With a chuckle and a smile, Lily left the doctor and went to greet Nyralith and Rarity. "Nyra." She said curtly, her changeling sister looking her up and down.

"I'm only here because Rarity insisted." She huffed, nevertheless admiring Lily's breasts underneath the blouse. Rarity waved her off as she embraced Lily.

"Pay her no mind, darling. She'll be wrapped up and spun out before you know it, believe you me." She chuckled as Nyralith opened her mouth to protest, slowly closing it when she didn't have an argument. Lily kissed Rarity's cheek before embracing Nyralith gently.

"It'll be good to have another changeling out there. Mixes things up a bit." She pinched Nyra's rear, got a yelp from the blonde-haired woman in return. Again, Nyralith opened her mouth, but this time was cut off as Lily shoved her tongue inside.

"Oh my." Rarity's blush matched Nyralith's as she slowly melted into the hot kiss, Lily groaning as she held the slowly-relaxing changling.

"I hope I didn't miss the start." The familiar voice made Lily pull her tongue away, a generous strand of saliva stretching between the two changelings as she looked at the newcomer.

"P-princess Celestia?!" Lily stammered, wiping her lips. "Wh-wh-" A slender finger pressed to her lips as the princess smiled down at her.

"Why, pray tell, would I EVER want to miss something as epic as this?" She teased. Luna hovered over her shoulder, casting a lusty glance at none other than a blushing Rarity. "I assure you, my student is around here as well... Though she may very well be toying with the invisiblity spell she's just discovered. Ah well. She'll turn up on one mouth or another throughout the night. When does this begin?" Celestia looked around at the gathered crowd, more than a few people looking at the two princesses who probably seemed so out-of-place, they wondered if there were two other changelings present. Lily smiled at Celestia and gestured to a side hall.

"As soon as we get as many people as we can hold, we'll begin... I think..." She looked towards the front door, just as Brandon shut it behind the last guest, who was none other than a woman Lily only knew as Berry Punch. Brandon gave her a signal, and she nodded. "Yes, we're ready to begin. Follow me." Celestia, the attention-holder for a good portion of the gathered crowd, followed Lily, and as such drew almost everyone else down a wide hall. Lily didn't go far, as the room they had prepared was just around the corner and down another short hall. Nestled into the ineterior, this room was actually four that had been joined together for this specific occasion.

The room itself was a sight to behold. Taking a design tip from the princesses themselves, Lily ensured the beds had been sunk into the floor, so the tops were level with the rest of the lush carpet. Four bathrooms stood with doors open, to welcome any who wished to make love in the showers, bent over the sinks, or in a bubble bath. All four fireplaces blazed with crackling flames, and all the lighting fixtures were dimmed down quite a bit. It all made for a very muted, warm appearance, the rich red carpets and golden trimmed pillows added an air of passion to the situation. All about were comfortable pillows, some large enough to hold a person, others jumbled together in makeshift beds. Lily led Celestia into the room, followed by no less than thirty others. They all fit well enough, and the door closed behind them. Surprisingly enough, no one started...

"Oh come on," Lily huffed at the gathered crowd. They all looked at her expectantly. "You know why we're all here." She stripped her blouse off, bare breasts finally exposed. "Let's not dance about it any more..." With a sudden motion, Lily reached out to a shocked Berry Punch, slid a hand around the woman's waist and drew her into a passionate, tongue-filled kiss. Shocked at first, the tall, slender woman slowly melted against Lily's touches, groaning as the changeling's hands worked at pulling her shirt up and off. It started there, the two women kissing and touching, and slowly radiated outward. Lily heard zippers drop, bra clasps pop, kisses smack, and groans fill her ears from all around.

Berry Punch was pulled away, making Lily blink, but she was soon replaced with a rather insistent male Lily hadn't met before. His hand slipped under the hem of her skirt as his lips pressed to hers. She surrendered with a pant, feeling his fingers probe her crotch experimentally. Writhing her hips, Lily managed to slide her skirt down her legs, freeing her crotch for him to explore as he saw fit. He was... Very skilled. Lily felt her juices flow freely, even as another person cupped her chin, pulled her around to kiss them instead. Her eyes remained closed in light of the passionate exchange, but she could tell whoever was kissing her now was most definitely female. Not that she minded, the slender and slick tongue was working wonders inside her mouth. The man who had been kissing her was now focused on her breasts, and Lily heard the soft sound of flesh-on-flesh... So someone was already fucking for real...

Guided onto her back, Lily felt her skirt leave her body entirely, and a head press inbetween her thighs. Hauntingly familiar stubble informed Lily it was the same man that had torn Berry punch away, and the woman was still insistently kissing Lily... Only... Was she jumping? Lily opened her eyes, lips torn from the woman long enough to see it was none other than Trixie, and the jumping could be attributed to the fact that a strapon-wearing Fluttershy was busy humping her from behind, all the while Trixie kissed Lily. Needless to say, the man inbetween her legs got a little more wetness than he had previously been working with. Massaging Trixie's breast with one hand, Lily beckoned a hesitant though nude Rainbow Dash closer. She slowly sank to her knees next to Lily, who smoothly slid her fingers into Dash's bared sex.

"Gaah!" Rainbow Dash grabbed her wrist, almost pulled Lily out. "N-not so fast..." She whimpered. Lily smiled and pursed her lips, urging Dash down into a kiss. As their lips met, Lily started sliding her fingers in and out, moaning against Dash's mouth as the man started to flick her clit with his tongue. Seriously, whoever this guy was, he was good... One hand full of Trixie's bouncing breast, the other inside Dash, Lily was having the time of her life... Only when the pleasure faded from her crotch did she pull away from the kiss with Rainbow Dash. Looking down, the man had re-adjusted so it wasn't his mouth against Lily, but a pulsing, eager member instead. Both Rainbow Dash and Trixie watched with envy as he gently rubbed his head up and down, coating the tip of one of the few hard cocks in the room with Lily's juices. Smooth as can be, he slid in, and Lily's back arched. Dash, always the opportunist, pulled away from Lily's hand and swung a leg over her head.

Mouth now full of an eager avian woman's vagina, Lily couldn't help but take to the task with gusto. Dash whimpered and moaned as Lily licked her eagerly, and apparently she and the man inbetween Lily's legs were sharing a rather heated kiss. Licking and being fucked at the same time, Lily was soon lost in the firm, rough thrusts of the man, her legs quivering before long. She moaned upwards into Rainbow Dash's slick sex, which made the panting Avian squeeze her breasts in return.

"Gonna... Cum..." Lily heard the man pant. She was a fair distance from her own orgasm, but then again, the night was very young... Lily felt the man thrust deep and unload his pent-up stress, just as Rainbow Dash dropped her hips firmly against Lily's mouth. Thankful the Avian was holding back the flood she normally released, Lily groaned and relished in the feeling of two people cumming thanks to none other than herself. Kissing Rainbow's dripping slit once more, Lily let the Avian slide off of her, just as she looked down at a shifted Nyralith inbetween her legs.

"Oh damn..." Lily moaned. "I should have recognized you."

"Good thing you didn't. I'm off to find Rarity." Nyralith kissed Lily's stomach, getting to her legs with a smile. Panting, Lily looked over at Trixie, who had now switched places with Fluttershy. Whimpering and eyes closed against the firm thrusts of the Magi, Fluttershy actually seemed to be enjoying herself. Deciding to ease the tension, Lily adjusted until she was laying underneath Fluttershy, her mouth upside-down underneath the pleasured Avian's. Much like she had with Trixie, Lily kissed Fluttershy, which helped her relax immensely.

"I'm cumming!" Trixie panted from behind Fluttershy, whimpering as she slid into her current partner, her legs shaking. Lily stroked Fluttershy's hair and left the two behind, crawling over to a nearby woman on her back, with the postal worker Diane inbetween her legs. So even the klutzy woman was open to new things. Smiling, Lily slid her hands over the prone woman's stomach as she rested her hips above her mouth. She felt the tongue slide out and eagerly lick her, moaning at the exotic taste of Nyralith's cum inside of her. Diane appeared to be picking up the intricacies of the licking motion, if the whimpers of the girl underneath Lily indicated anything. From her position, she could see out over the floor, at the bodies of all the other couples engaged in various acts of sex. She saw Rarity wrapped up with an eager Princess Luna, both women kissing and fingering eachother. Celestia was busy riding Big Mac while she licked Cadence, and Shining Armor had Applejack flat on her stomach, thrusting into her roughly.

The cacophany of moans and flesh-on-flesh all melded into the best soundtrack Lily could ever want, full of wonderful crescendos as two partners reached climax, the staccoto sound of several rough, slapping thrusts, wet noises as women more well versed in the art of squirting covered their partners with feminine ejaculate. Lily herself was soon approaching her own orgasm, and soon enough, she lifted her hips and flicked her own clit over the hungry mouth underneath her dripping slit, spurting a thin stream of cum all over her face. Licking her lips, the woman looked up at Lily with a smile, almost thanking her. Diane had stopped licking, and was smiling up at Lily with her own lips shining. Lily kissed her before standing and taking a better look all around...

"Wait." She said softly, catching sight of something that was both arousing and interesting.

"Hmm?" Shining Armor stood next to her, an arm around her waist. Lily pointed.

"Is that... Fluttershy getting head with a strapon from the mayor?" Several others nearby looked at the arousing display. Fluttershy, propped up on a small pile of pillows, had her legs spread around the older woman inbetween them. The mayor, hands gripping Fluttershys thighs, was busy deep-throating the purple penis deep into her mouth. Each bit of pressure from the mayor's skilled mouth made Fluttershy arch her back and cry out, thin voice raising in time with the sliding motion.

"That's..." Shining Armor started to say.

"That's hot." Lily finished for him, smiling as she fell to her knees. Shining Armor took her hair in his hand, guiding Lily's open, hungry mouth to the head of his eager cock. Applejack, panting hard from the rough ride he had just given her, looked up at Lily as she smoothly took him as deep as she could. Shining Armor pulled her mouth further, pushing the head of his pulsing shaft into her throat. Thankful she had an expert gag reflex, Lily held him there, her hands crossing behind her back to let him do as he pleased, no interference from her.

"F-fuck..." Shining Armor moaned, pushing his hips forward and back. Lily felt drool spill out of her lips, landing on her breasts. Shining Armor kept thrusting, using her mouth like any other hole on a woman... She felt her senses dull over as his firm, slippery flesh invaded her mouth and throat over and again, and she felt herself grow more and more wet. "Push your ass out. I think someone else wants in on this." Lily felt a pair of hands lay on her waist as Shining Armor commanded her. He pulled her head down as he sank to his knees, never once sliding himself out of her mouth. Now, Lily was stretched out, her ass exposed for whoever it was behind her. The fingers were slender and thin, but the cock brushing over her wet slit was anything but feminine. She ached to see who it was, but the way Shining Armor was using her mouth, she couldn't turn her head.

"HMM!" She moaned as whoever it was behind her slid in, filling her to the brim. She oozed wetness, completely aroused at being spit-roasted so effectively... One hand left her hip, and Shining Armor raised his hand as well. A slap of a different kind sounded in the air above Lily, and she had no doubt Shining Armor and the mysterious stranger behind her had just shared a high-five. Drooling onto the carpet, Lily could care less. Shining Armor's thrusts came faster and faster, and soon enough he started pumping cum directly into Lily's stomach. She swallowed every bit, moaning as she felt each sticky strand pour down her throat. Pulling out with a spray of saliva, Shining Armor moved on to the next woman, leaving Lily face-down on the drool-dampened carpet. She finally got a look at who was behind her, and smiled when she saw who it was.

"Of course Vinyl Scratch wouldn't miss out on a party like this." She groaned, yelping as the DJ delivered a firm smack to her asscheek.

"Damn right I wouldn't! Thanks for the invite, by the way. I figured I owe ya one for this. Inside or out?" Lily groaned and writhed her hips against the DJ's insistent thrusts, which came harder and faster.

"Out, please..." Lily wanted to see what was happening in the bathroom. Obligingly, Vinyl pulled out and stroked her pulsing shaft to orgasm, groaning as she spurted several thick ropes of creamy release all over Lily's back, her rear, making sure to dribble the last bits onto her pucker. "Thank you, love." Lily stood and cupped Vinyl's cheek, the panting woman smiling and giving her cum-covered bottom a smack as she turned to walk away. Stepping over Applejack, who was still laid out on the floor and currently on the recieving end of... Was that Soarin?

"The hell?" Lily said, one foot on either side of Applejack as she looked down at the supposedly gay Avian plunging his member deep into Applejack.

"What?" He said innocently, leaning forward to kiss her leg. Lily shifted into Liam, and Soarin's eyes widened. He paused for a little, making Applejack look up at both of them. "Oh! It's you! Hahaha... Yeah... Awkward."

"Hey." Applejack lifted her hips, bumping her ass against Soarin firmly. "You ain't done yet. Git back to it, mister." Lily chuckled and cupped his cheek before walking away, around a heated Nyralith, Rarity, and Luna threesome, past Octavia going down on a whimpering Fluttershy, and into the bathroom. The shower was running and the door open, so she left it like that while she stepped under the hot stream of water. She closed her eyes and let the water wash over her, rinsing away Vinyl Scratch's cum and the sweat that had lathered her skin over the past few encounters. Opening her eyes, she saw none other than a positively soaked Celestia slip into the shower with her, smiling in a very pleased sort of fashion. Her entire front was speckled with long strands of cum, from neck to navel.

"That, uh... Macintosh... He's pretty well-endowed..." Celestia murmered with a blush, nudging a shocked Lily with her hip as she took the hot stream of water. Lily chuckled and ran her hands all over Celestia's front, buffing away the sticky strands with the help of the water. Celestia groaned underneath Lily's hands, leaning back against her. Lily grew more adventuresome, sliding her hands down to Celestia's perfectly smooth crotch. Greeted by a fair amount of feminine arousal, Lily easily slid two fingers into the groaning princess' dripping hole, the water lubricating her action further. Celestia panted as Lily used her other hand to pleasure the princess' clitoris, quickly flicking and rotating it side-to-side.

"Come on, Princess..." Lily urged, kissing the joint of Celestia's wings. "Don't hold back on me..."

"Q-quiet... Lily..." Celestia moaned, her hands spreading to lay flat on the walls of the shower. She grunted as Lily slid a third finger in, muscles tensing around the invading digits. "Aah!" Her back arched as Lily began wiggling all three fingers around. "I'm cumming!" Lily pulled out and flicked her clit faster, bringing the princess to a quaking orgasm inside the shower. Both women, dripping from head to toe with water, exited the shower a few moments later and entered the foray. Men who were spent and recuperating sat or leaned against the walls, watching the other couples go at it. The mayor was busy bouncing atop the ever-resilient Big Mac, and seemed to be loving every moment of it. Celestia left her side, leaving a trail of dripping water on her way towards a recovered Vinyl Scratch just as she set in on Berry Punch.

"Hmm..." Lily tapped her lip with a finger, looking over the various groups going at it. Spying someone fun, Lily shifted into Liam and fell to her knees behind Pinkie Pie, who had her ass thrust out as she bent forward to lick energetically at a seemingly reluctant Aloe. Surprised the spa mistress had showed up, Lily was nevertheless thankful as she took a moment to line up... Before even touching Pinkie Pie, Lily pushed forward hard and fast, parting her lips and gliding in with ease.

"Aah! Fuck!" Pinkie Pie arched her back at the sudden intrusion, looking back at Lily, who had since laid her big hands on Pinkie's waist and was roughly slamming into her. "L-lily! Or is it Liam? Oh fuck, I dunno! Aah! Keep going!" She flopped forwards and returned her attention to Aloe, licking her clit rapidly. Lily grinned down at Aloe, who was apparently very close already. She arched her back and gasped, flooding Pinkie Pie's mouth with her release. Giggling, Pinkie sat back up and wiped her dripping chin. "Good stuff! Now give it to me real good, big guy!" She panted, hands stretching backwards to rest on Lily's wide hips. She thrusted deep and smooth into Pinkie Pie, making her breasts jump each time their hips met with a firm smack. Lily moved her hands from Pinkie's hips to her wrists, pulling her arms out straight behind her as she smoothly slid into Pinkie Pie, fast and easy.

"In or out?" Lily panted, feeling close for her first male orgasm.

"Inside, pretty please!" Pinkie Panted, her lips shining with a little bit of pleasured drool. "Fill me up to the BRIM with your cum, baby!" Lily grunted as she drove deep into Pinkie Pie's twitching cunt, pumping several thick strands nice and deep into the groaning woman. "Thank youuuu~" Pinkie Pie groaned, falling forwards as Lily slipped out. She kissed Pinkie's round ass before standing up and moving on to the next contender. She shifted to Lily and cast a glance at some of the men against the wall, getting a few looks in return but no takers. Pouting playfully, Lily decided to hunt down Fluttershy and that elusive strapon.

"There you are..." Lily spotted Fluttershy, who was busy sliding into who Lily could only guess was Lyra, when a purple field of magic encased her. "Aah! Hey!" She started to protest as she was lifted from the ground. It wasn't blue, so it wasn't Vinyl... Purple belonged to... "Shining Armor, you had your turn with me..." Lily whimpered complainingly. "Lemme go..."

"That... Isn't me..." Shining armor said from his spot at the wall. Lily turned to see him leaning against the wall with his wife at his side, both of them seemingly spent.

"But..."

"Hello, Lily." The mysterious figure appeared from thin air before her. Lily gasped.

"Twilight!"

"About time I joined the party. Get this, I found a spell for mass rejuvenation. It was in the Starswirl the Bearded section." Still holding Lily in her magical grip, Twilight began weaving intricate patterns of light in the air before her. Each of them glowed and pulsed as she traced out more and more. Glancing at Shining Armor, Lily could confirm not even the captain of the guard had seen this spell before... Trixie, who had been licking Lotus, raised her head as well. Twilight finished, the pattern before her rotating in a circular motion as she thrust a glowing hand towards it.

"Haah!" The spell-form shattered, each of the carefully-drawn characters glowed and pulsed before melting into a vibrant, transparent goo the same color as Twilight's magical energy. Lily watched the goo expand and wash over all the bodies beneath them, covering them all as it radiated outwards. When it reached the walls, the men perked up and watched the magic wash over their bodies, climbing up their legs and onto their members. One final motion, as Twilight lifted the same hand she had punctured the spell with and closed a fist. The purple substance faded away in a shimmering display of light, leaving behind...

"Hey!" Soarin perked up first. "I'm hard again!"

"Woah, me too!" Shining Armor chimed in.

"Odd... I feel re-energized... Like I can keep going..." Trixie flexed her fingers a few times before looking down at a blushing Lotus, who beckoned her in to continue licking. Fluttershy, speechless, was certainly thrusting harder now. Glancing to the side, Lily saw quite a few women clamoring for Big Mac. Spotting Lily's gaze, the big man just shrugged and wrapped a big arm around Rainbow Dash's waist.

"Eeyup." Laughing, everyone set in on eachother again, re energized and rejuvenated. Lily was eager to get back into the action, now that her fatigue was gone, but Twilight's hold was strong.

"Oh no, you're not going anywhere." Twilight grinned up at Lily. Blushing, Lily relaxed, and surrendered herself to Twilight's ministrations. Smooth as can be, the magi slid her hand up Lily's thigh, inbetween her legs, and rubbed her fingers into the sensitive changeling's clitoris. Lily groaned in response.

"Please..."

"Oh don't you worry..." Twilight teased. "I plan on making you cum before long. That, and I gotta get in on some of this myself... Unless I'm mistaken, I hear Big Mac has a thing for me. So let's make this quick, before some other girl taps him out." Plunging two fingers in, Twilight roughly penetrated Lily's glistening womanhood, making her arch against the magical hold and cry out in pleasure.

"HAAAAHNN!" Lily gasped, feeling Twilight curl the fingers. Her other hand raised as well, a third finger joining in to search for her swollen clitoris. Finding it with ease, Twilight twitched it side-to-side, smiling as Lily writhed in midair. "T-twilight!" Lily gasped. "You're gonna make me cum already! I'm cumming! I'm cumming! AAAAAHHNN!" Crying out with pleasure, Lily felt the orgasm pound through her veins, her release gushing out onto Twilight, the carpet, and spraying onto a nearby coupling of Soarin and Nyralith. Twilight set her back on the carpet, wiping the wetness from her breast with a smile.

"I'm off. See ya around, Lily." Twilight teased, licking her fingers clean as she wandered off in the general direction of Big Mac. Lily, still somewhat shaky, flopped onto a mysteriously empty nearby bed. Not that she was tired, she just couldn't trust her legs. Thankfully, the space inbetween her legs was currently occupied by Luna, who stretched out atop her.

"I've been with only women so far tonight, Lily." Luna whispered softly. "Could you do me a favor?" Lily nodded and smiled as she shifted into Tobias, a form new to Luna. Smiling, the Princess spread her legs to either side of Lily's slender waist, grasped her ready member, and easily slid it in. "Aah! Thank you!" Luna cried out, moaning as she immediately began lifting and dropping her hips. Lily groaned and laid her hands on Luna's thighs, watching the ravashing princess ride her hard and fast. Apparently, the rejuvenation spell worked on EVERYONE in the room. They were all licking, thrusting, generally just fucking, harder and faster than before now. The sound of flesh impacting flesh sounded from all over as the spent men re-entered the fray, releiving their stress upon the thankful multitudes of women. Since discovering the scatterbrained Diane was open to different things, Lily could guess that every woman present was either bisexual or lesbian. The men weren't the only ones enjoying themselves. Women licked and fingered left and right, and even as Lily was being rode by Luna, Applejack came and settled her hips over Lily's mouth.

"Come on, darlin'. I know that's Lily down there. Get to it, girlie." Hands pushing into Lily's shaggy blonde hair, Applejack roughly pulled her lips up to her own dripping hole. The fact that Shining Armor and Soarin, along with who-knows-else had been in there already, would have turned any normal man off. Thankfully, Lily was anything but a man or normal. She licked eagerly, roughly, dragging her tongue over Applejack's twitching hole with gusto. Luna had probably forgotten all else, as she was busy bucking her hips roughly atop Lily's throbbing manhood. Hands grasping Applejack's firm ass, she licked and lapped at the country woman until she came, gushing a little bit of fluid from her sensuous lips.

"Thank ya kindly." Applejack teased, giving Lily's cheek an appreciative, if rough, pat before standing up and moving on to other things. Lily hardly had a moment to breathe before Twilight showed up.

"Couldn't stay away for long," She groaned. Lily set in on Twilight eagerly, tasting something... Else... "Ooh... Big Mac left a lot in there for you..." Twilight groaned. Luna, meanwhile, had reached her orgasm, and with a flushed 'thank you' moved on to another woman. Twilight twisted around and fell forward, her mouth opening to take Lily in. Laid out in a delightfully sticky 69, Lily and Twilight licked and moaned against one another eagerly. Lapping up Big Mac's substantial load only turned Lily on more, making her throb inside Twilight's expert mouth.

"Gonna cum!" Lily panted inbetween heated licking sessions. Twilight urged her on by pulling out and stroking her lubricated shaft rapidly. Her hand soon lost muscle control, however, as she came herself. Thighs shaking, Twilight pushed the rest of Big Mac's cum into Lily's open mouth, right as the changeling bucked her hips and spurted a healthy load of cum all over Twilight's front.

"Come on!" Twilight panted, standing and taking Lily's hand. Energized from the spell, Lily was able to follow after eagerly. "Let's go get cleaned up so we can come back." They left the floor for a different bathroom than the one before, surprised to find a small crowd inside the shower. "Ooh..." Twilight groaned, spying Spitfire from the wonderbolts taking it from Shining Armor and Rainbow Dash, wearing a strapon. "Or... We could stay here."

"Switch ya." Lily slapped Shining Armor in a high-five, taking over as Tobias as she slid into Spitfire's pulsing hole. Shining Armor stroked himself off to the side as Rainbow Dash went after Twilight with the strapon.

"Hmm... I'm not keen on fuckin' my own sister..." Shining Armor muttered. "Lily, think you can help me out here?" Lily thought for a few moments, which was difficult considering Spitfire was deviously tight around her cock. She snapped her fingers and nodded.

"I think I can. Hang on, Spitfire." Lily smoothly shifted into Miranda, the hermaphordite Pinkie Pie was most familiar with.

"Woah!" Spitfire said, looking back at her. "Chick with a dick! That's new!" Lily just chuckled and gave her wet ass a spank before she slid back in, pushing her rear out for Shining Armor.

"Much better." Grinning, the avian pushed his own long shaft inbetween Lily's legs, piercing the waiting hole with relative ease. Three members deep, Lily groaned as she was caught between the sultry, tight Spitfire and the muscular, well-endowed Shining Armor in a steamy sandwich. Already more than enough warmed up from the spell, Lily couldn't hold back long. Spitfire gave out first, though, crying out as her legs gave way and she fell to her knees on the shower floor. Lily leaned forward, gasping as Shining Armor took advantage of the opening. Cock jumping with each of his rough thrusts, Lily felt both parts of her sex orgasm simultaneously. Spitfire was coated with several strands of cum even as Shining Armor elicited a fair amount of thin, clear liquid from her pulsing womanhood. He pulled out and smoothly slid into her pucker, and Lily was remarkably okay with that... It felt incredible. However, she was now equipped with two completely useless tools... Shifting once more, she changed into Dancer, grinning over at Rainbow Dash.

"There you are! I was hoping I'd get to see you again!" Dash slipped out of Twilight and adjusted her strapon against Dancer's tight, shaved center. Smoothly, with more than a little aid from the hot shower, Rainbow Dash occupied her other hole, joining Shining Armor within Lily's pulsing core.

"Aahn!" She cried out, even as Twilight and Spitfire started making out underneath the hot water. Watching them, being penetrated by two thick rods, Lily gave in once more. Legs twitching so badly it took both Rainbow Dash and Shining Armor to hold her up, Lily came for... Was it her fifth? Or maybe her sixth? She didn't know, nor did she care... Shining Armor was plastered deep within her, and if his heavy breathing was any indication, the warmth she was feeling was from more than just exertion. Panting, hands curled into both heads of hair, Lily finally sunk down to her own two feet.

"Twilight..."

"Hmm?"

"How... How potent was that spell?" Lily asked. Twilight pulled away from Spitfire with a breath.

"I... I don't know... Odd, isn't it? I feel like I'm good for another..." Spitfire was apparently of the same mind, as she stretched out on her back on the shower floor, beckoning Twilight to straddle her face. "Oh, fuck it... Let's just keep going!" Twilight dropped her center onto the hungry avian all-star's mouth, grasping Lily's hips and pulling her forward. Rainbow Dash slipped out of her strapon and tugged Shining Armor out onto the floor, leaving the three of them to the shower. Lily leaned against the wall, looking down as Twilight hungrily attacked her eager hole with her tongue. Spitfire's hands reached up to pinch and roll Twilight's nipples, even as she licked at the magi's walls. Lily glanced up as a flustered and cum-covered Rarity entered the shower.

"Nyra really needs to learn how to control her orgasm- oh!" She spotted the three going at it, the strapon on the floor. Smiling wickedly, Rarity stooped and lifted the device, wiggling it back and forth. "Takes you back, eh Lily?" She teased, stepping into the harness smoothly. Lily gnawed her lip and nodded, watching Rarity adjust. "Three eager holes, and only one shaft... I wonder who wants it most..."

"Lily hasn't had it yet." Twilight panted, pulling away with a breath. Her fingers reamined, though, peeling Lily's dripping slit apart.

"Right then. Come on, Lily." Rarity stepped over Spitfire, guiding the head of the strapon into Lily with ease. Twilight pulled the avian up, both of them cleaned enough to exit.

"Come on," She urged. "Let's finish this out there." Together, the two left, leaving Lily and Rarity against the wall of the shower. Lily, markedly friskier than normal, smiled as her hands slid down Rarity's slender form.

"What are you planning..." Rarity started to say, but was stopped by an insistent finger prodding her back door. "Oh! Oh my... I, uh..." Rarity flushed bright red, her motions stilled as Lily gently poked her.

"Relax. It's just one finger. It'll feel great."

"N-no, I know... Nyra's showed me... I... Please, put it in?" Rarity leaned forward to kiss Lily just as her hips started thrusting again. Moaning into her lips, Lily couldn't help but oblige as she slid her finger inside the whimpering Magi's pucker. Rarity gasped against her lips, mouth opening wide. Lily siezed the opprotunity and filled the space with her tongue, urging Rarity deeper inside. Rarity's hips moved smooth and easy, sliding into Lily with ease. Meanwhile, Lily's other hand scrubbed Rarity free of Nyralith's cum, cleaning her off. Rarity didn't take very long at all, shuddering as she buried the strapon inside Lily's center.

"Pwah!" She pulled away from her mouth with a breath, shivering as Lily pulled her finger out. "That was delightful, dear... Thank you. I... Ah, do say I'm done with this, however..." She loosened the straps and let the toy slide out of Lily to thunk onto the shower floor. "Thank you, love... Now, I need to go pay Trixie a visit... I never did pay her back for turning my hair green..." Rarity wiggled her fingers and left the shower, leaving Lily alone. Not for long. Lily got a devious idea that involved the strapon. She pulled it on and left the shower, looking for her target. There she was, coming out of the adjacent bathroom.

"Vinyl." Lily said gently, loud enough to be heard over the moans and pants. The DJ spotted her and waved, noting the strapon. With a curious quirk to her brow, she met Lily at the edge of the floor, next to the wall.

"What's up?" She asked softly, glancing between Lily and the strapon.

"How often do you get to use your hole?" The question caught Vinyl by surprise. She blinked a few times.

"Uuh... Not a lot, I guess... You know, this thing usually gets all the attention." She flicked her own throbbing erection, making it bob and jump.

"Well then, hands on the wall. Also, do you do anal?" Vinyl clamped her hands onto her ass cheeks and flushed.

"N-no! No way!"

"I don't think you have a choice in the matter. Lily grinned and shifted into Tobias, her cock springing free above the hem of the well-used strapon. She now had two shafts to use as she saw fit. Vinyl whimpered softly but ended up turning around anyways.

"I g-guess... Be gentle?" She asked. Lily nodded and slid her hands over Vinyl's ass, spreading her apart. Shivering, the woman thrust her hips out, opening herself up further. Starting with the easy part, Lily guided the strapon into Vinyl's slit, sliding in with ease. She was REALLY wet. Member laying against her ass crack, Lily slid the strapon in and out a few times, getting Vinyl warmed up. It seemed she seldom if ever got any attention in that hole, given how she was writhing against Lily's ministrations.

"Hooohh... Fuck..." She groaned. "Been a looooong ti-EEP!" Her words were cut off as Lily pressed into her rear.

"Relax." Lily urged, massaging her sides with one hand, the other guiding her head against the pucker.

"Seriously, relax." Octavia, from nowhere, had slipped inbetween the pair's legs and had her back against the wall in front of Vinyl. "I just did it back there for my first time. Trust me, Victoria, it's worth it."

"D-don't... Use my n-name..." Vinyl panted, nearly crying out as Octavia took the head of the DJ's cock into her mouth. "Aahn! F-fuck, this is... This is gonna be good! Do it!" With a gentle motion, Lily pushed forward. Ass opening to Lily, both of her holes were filled as Vinyl Scratch's hips were pushed forward, sliding another three inches into Octiavia's mouth. The cellist moaned, and Vinyl groaned, and Lily whimpered as the three started moving together. Vinyl was caught in the middle of many new sensations, her hands flat on the wall with white knuckles Lily held her hips firmly, guiding herself into two holes at the same time. Lily had been filled with both before, and it was a sensation she rather loved... Vinyl Scratch, however, was beyond loving it. Her mouth was open and drooling, onto her breasts, onto Octavia's face, onto the wall, it didn't matter.

"Ooh! Aah! Aahn! Ooh! AAH!" She would groan and whimper with each smooth thrust, and her walls would flex in such a way that Lily could hardly hold back. Vinyl, the target of three sources of pleasure, was the first to give in. "Cumming!" She gasped, and by the way Octavia gagged around her shaft, Lily guessed it was from the male portion of her sex. The cellist swallowed noisily, gulping down each strand that was pumped into her mouth, all the while Lily kept thrusting slow and smooth.

"Me... Me too!" Lily grunted, sliding deep.

"Please!" Vinyl groaned, back arching. "Cum in my ass! AAHH!" Her center clamped against the strapon, the feminine orgasm coming through at the promise of a creamy load in her virgin asshole. Lily obliged, grunting as she slid in to the shaft. Flexing and shivering, she unloaded a massive load into Vinyl's tight pucker, the pleasure ripping through her very being. Both women pulled away a few steps, shafts and holes vacated. Octavia, slumped against the wall, drooled excess cum onto her breasts as Vinyl fell to her knees, massaging her own member. Lily stepped out of the harness to the Strapon, smiling at the sight before her. Octavia finally swallowed, closing her mouth with a smile.

"Call it payback for remixing a classic."

"Oh shut up." Vinyl groaned, leaning forward to kiss the cellist with a smile of her own. Lily left them, shifting back to herself and looking at the various bodies spread out. The spell apparently had worn off, leaving many couples stretched out together, a group of five girls and one very satisifed-looking Big Mac spread out on the larger bed. Luna and Nyralith held Rarity inbetween them, while Trixie and Cadence were both stretched out on top of Shining Armor. She looked around at all the happy couples resting, or even sleeping together. As she watched, Fluttershy finished pulling her own strapon off, leaving a sticky Lotus stretched out next to Aloe. Applejack was spooning with the mayor, both women slumbering peacefully. Lily spotted a little movement, saw the doctor raise up from his position on one of the beds, where a smiling Celestia was left laying. The doctor sat against the wall, breathing heavy after his exertion.

"Have fun, doc?" She asked, sitting next to him. He rolled his head to the side with a groan.

"N-no, Lily... Please, I'm done... You'll break something if you take your revenge now."

"On both of us, I think." Lily groaned. "It seems Twilight's spell comes with one hell of a side-effect..."

"I'll say..." He groaned, wiping his face with a hand. "I was going to ask her about it later on, but it seems what you gain in energy, you lose the same after the effects wear off... Useful for maybe a burst of energy here and there, but not the long-term rehabilitation spell I was thinking it might be..." He chuckled as Lily stretched her arms, feeling delightfully tired.

"I think... I'll go find someone else to sleep with..." Lily muttered. The doctor waved her farewell and slid over onto his side, closing his own eyes. Lily walked through the prone bodies, spotting her target alone on one side of the bed. "Hey Twi." She said softly, sliding onto the bed behind the exhausted Magi.

"Hey Lily," She muttered tiredly. "I don't think I like that spell very much..." Lily chuckled and pulled Twilight against her front, their bodies curving together perfectly.

"Don't worry, I think that would have ended a lot sooner if you didn't use it..." Lily heard Twilight mutter something about being tired before sleep took her over in the end...

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

"You have GOT to be kidding me." Maggie said, waving a paper in front of Lily's face. "How in all of Equestria do you BREAK an orgy room?!"

"What do you mean, 'break?'" Lily asked tiredly, dressed in little else than shorts and a tank top. She hadn't the energy to put anything else on in the evening following the heated orgy.

"It's broken! I don't have a better word for it, I really don't!" She slapped the sheaf of paper down in front of Lily, hitting her with a gust of wind. "Wallpaper's gonna need to be stripped, linens were ruined, pillows torn or soaked through, beds damaged beyond repair and in need of replacement, we're gonna have to tear up the ENTIRE carpet and redo the whole room! And don't EVEN get me started on the smell! OH!" She pointed a shaking finger at Lily. "Our water bill tripled! In a night! The city won't let us run that much hot water again, or we'll face a fifteen-million dollar fine!" Lily, this entire time, just chuckled. Maggie glowered and slammed her hands onto the desk. "WHAT are you laughing at?!"

"Strip the wallpaper? Really?" Lily chuckled some more, feeling laughter well up inside of her. It developed into a gut-rolling, thigh-slapping laugh, her legs kicking as she laughed and writhed in the chair opposite Maggie. "We- we BROKE the wallpaper! AHAHAHAHAH!" Maggie sat down in her chair and lowered her face into her hands.

"Celestia help me, I've raised a child..."

------------ Notes from the Author ------------

Holy shit, I wrote that much sex in a night?

What is WRONG with me?

Or maybe it's right?

Hope you enjoyed reading as much as I enjoyed writing. Again, this chapter has little to NO bearing on the rest of the story. Granted, I used story elements, and you wouldn't understand some of what was going on without reading the other chapters, but this chapter was purely for funsies. No rime or reason, but only because I wanted to, And, let's admit it, you loved it, didn't you?

Yeah you did. Don't lie.

Anyways, any and all comments saying "Oh, it had to have happened at THIS time," or "Hey, since THIS character was in it, it should mean..." or anything along those lines will recieve nothing more than derisive laughter and a scathing comment insulting your family heritage.

And a smile.