A week later, Twilight lay stretched out on her belly atop that same bed in Rarity’s boutique, wondering why she’d agreed to this.

She could always back out. Just stand up, apologize to Rarity, and trot through the door. Or fly through the window. Or just teleport back to her castle. The coordinate equations for a long-distance teleportation spell danced around the edges of her subconscious while she fretted.

The shower in the attached bathroom shut off, and Twilight heard hooves tapping on the tiles. A moment later the door opened and Rarity entered, her tail and mane swathed in enormous fluffy towels. She smiled at Twilight and walked over to give her a chaste kiss on the corner of her lips.

“Ready darling?” she asked. “Last chance to say no. Not really, of course, you can leave any time you want, but this is your last time to back out before things get started and it will be awkward and I’ll have to explain the situation and I must be nervous myself because listen to me I’m babbling on and on. So, are you ready?”

So, maybe it was natural to be a bit anxious before trying something new in bed. Or, to be more precise, trying something old in bed with somepony new. She swallowed her doubts and smiled.

“I think so.”

“Good, good.” Rarity took a deep breath and magicked the towels away from her hair, dumping them in a laundry hamper by the bathroom. “Just give me a moment to brush this out and we’ll be ready.”

‘A moment’ turned into ten minutes while Rarity primped in front of her vanity, combing her damp mane into a semblance of its normal curls, brushing through her coat to remove any lurking stray hairs, running an emery board over her front hooves “to smooth them out a bit,” and finally popping a sprig of mint into her mouth. She floated another over to Twilight, who dutifully chomped it down, grimacing at the cool burn of menthol on her tongue and gums.

“There we go,” Rarity said. She hopped up onto the bed, then climbed atop Twilight, draping herself over her shoulders and leaning down to whisper in her ear. “Now, just a few more things before we get started.”

Or maybe they could just stay like this all night? Twilight arched her back, enjoying the delicious friction against Rarity’s belly. “Okay, what?”

“Remember, he is going to be just as anxious as you are. Not only will he feel like he has to live up to your expectations, but I’ll be there watch. Judging. So we need to encourage him.”

“You mean, like, cheer him on?” Twilight was beset by the image of Pinkie Pie bursting out of the closet, pom-poms on her hooves and a huge banner over her head reading Have Good Sex!

“Something like that, I suppose. When you first see him, ah, unsheathed, it’s vitally important that you convey how impressed you are. Don’t overplay it, but gasp a little, mutter that it’s far too big for you, the largest you’ve ever seen, that sort of thing.”

Twilight snickered. That last part would be truthful, at least – except for one unfortunate moment walking into her brother’s room unannounced a few years before he graduated, she’d never seen a fully erect stallion. It seemed reasonable that a full-grown pegasus would be larger down there than an adolescent unicorn.

“Compliment his penis. Got it.”

“And that brings up another thing,” Rarity said. “For the rest of the night you will not use the word ‘penis.’ Or ‘testicles.’ If you must, say cock or stallionhood. No anatomic references.”

“So, speak like a trashy romance novel.”

“I’d prefer to imagine a torrid, well-crafted romantic fantasy novel, but whatever suits you.”

“Fine.” She paused for a moment. “You don’t mind when I talk about your vulva, though. Is that a problem?”

“I’m used to your little foibles, Twilight. They’re part of what make you adorable. But he might find them a tad off-putting.”

“Well, fine. What about urethra?”

“No.”

“Seminal vesicles?”

“Absolutely not.”

“Glans? Epididymis? Vas deferens?” Twilight grinned, warming to the topic. Science! “Prost—Ow! Ow ow ow owww!”

“Now, darling,” Rarity said. Her voice was a bit strained and thready, coming as it was through teeth clamped with some force on the delicate skin of Twilight’s ear. “I appreciate your enthusiasm and sense of humor, but it’s my turn to talk. Yes?”

Twilight nodded jerkily, careful not to tug her ear. The room felt a hundred degrees warmer, and she melted beneath Rarity’s weight. “Yes, yes. Sorry!”

“Good. And I’m the one who should be sorry, snapping at you like that.” The pain in Twilight’s ear vanished, replaced by the hot, wet sensation of Rarity’s tongue laving at the bruised skin. “There, all better.”

Twilight set her head down and took a few deep breaths. They had discovered, over the course of a few months of experimentation, that while Rarity was rather aggressive with her bites, Twilight delighted in the experience of feeling those teeth. It was probably a relic of some childhood trauma, or an artifact of a forgotten experience during her budding sexuality as a teenage filly, but after Rarity assured her it was nothing to be ashamed of they had turned it into something of a game. On more than one occasion Twilight needed to wear hats or scarves or even full-length dresses after a night in Rarity’s bed.

“Just a few more things,” Rarity continued. “We need to all be clear what tonight represents. This does not change your relationship with me, or make us all part of a three-way arrangement. It is simply an experience we are sharing with you. Pleasurable for all involved, I hope.”

Twilight swallowed. It sounded much more mercenary, laid out like that. Transactional. “How generous.”

Hot breath suddenly washed over Twilight’s neck. She felt Rarity’s muscles tense above her, and her heart beat harder in her chest. Rarity’s teeth were just inches from Twilight’s throat, and she knew the unicorn was no longer playing with them. “Sarcasm, darling? It’s not wise to jest when hearts are bared.”

“I’m sorry,” she whispered. “Sarcasm is how I deal with stress. If you don’t, um, still want to…”

“Shhh, shh…” Rarity’s muzzle pressed against Twilight’s cheek. “It’s fine. We’re all a little nervous tonight. I shouldn’t have snapped at you.”

“You?” Twilight craned her head back to peer at her friend. “You’re nervous?”

A little kiss. “We all are, darling. Think of it as an equation, and it will all balance out.”

Rarity was using math metaphors! If that wasn’t true friendship, Twilight didn’t know what was. “Right, anything else?”

“Just one thing.” Rarity’s horn glowed, and a long stretch of wide red ribbon suddenly floated up from the bedside table. “Lift your belly up for a moment?”

Puzzled, Twilight did as asked. The ribbon snaked beneath her belly, slid back against her hip, and wrapped around her croup, where Rarity’s magic quickly tied it into a fluffy, multi-looped bow.

Huh. “You… put a bow on me?”

“Mhm. I told Thunderlane he’d been a very good boy and he’d earned this as a present.”

“Wow. You got him a threesome with a princess? That’s a pretty high bar to meet when your birthday comes around.”

“I know.” Rarity said. Even though Twilight wasn’t facing her, she could hear the smirk on Rarity’s face. “It’s rather devious, isn’t it? He’ll be flummoxed for weeks.”

“Remind me never to play poker with you.”

“Smart filly.” Rarity placed another kiss on Twilight’s lips, then glanced at the clock hanging on the wall beside the window. “Now, stretch out on the bed and look sexy while I go downstairs and wait for him. He should be here soon.”

* * *

Rarity was gone for several minutes, which was enough time for Twilight to grow nervous, relax, get nervous again, relax once more, and then finally approach panic when she heard hooves coming up the stairs. Through sheer force of will she flattened her wings at her side and took a series of long, deep breaths.

In, hold, exhale. She curled her foreleg and pressed it away with each exhalation, only stopping when she heard the quiet mutter of voices right outside the door. She stretched out on her belly, limbs reaching fore and aft, and put on a tiny smile and her best bedroom eyes.

Finally, after what felt like an eternity, the door creaked open, and Rarity trotted in, her head held high and a smirk on her face. Behind her, lurking at the threshold, Thunderlane took his time, moving step-by-step, and when he saw her stretched out on the bed he froze.

“Oh, what is this I see?” Rarity said. She walked to the bed and hopped up on the sheets with a languid grace that Twilight could only ever hope to emulate. She settled her hooves, then sank onto her belly, resting her chin atop Twilight’s shoulders to gaze at Thunderlane. “It seems you have a little purple present waiting for you, Thunderlane. Whatever shall we do with it?”

He walked up to the bed and licked his lips. Twilight could see his wings tremble, each individual feather vibrating like a tuning fork in time with his racing heart.

She took the opportunity to examine him more closely. They were familiar, of course; she’d known Thunderlane almost as long as she’d been in Ponyville, mostly through her friendship with Rainbow Dash. He served on the weather team with her, had an adorable younger brother he cared about deeply, and like most pegasi he was trim as a log. Whiplike muscles showed just beneath his coat, rippling as he walked. His charcoal color made him a topic of frequent discussion among the town’s mares, and he’d obviously washed up in preparation for tonight. His mane was neatly trimmed and his coat glossed almost to the point of sparkling.

He was imposing, standing there. Tall and broad. But for all his stature he was probably the lightest pony in the room; pegasi and their hollow bones simply didn’t carry the same weight as their ground-bound kin.

A bead of sweat formed a dark, shining runnel down his temple and cheek. He smiled at her, strained around the edges, and spoke with a hitch in his voice. “Ah, hello Princess.”

So formal! That would never do. She smiled at him. “Just Twilight, please. It’s what my friends call me.”

“Twilight.” His smile relaxed a hair. “Do you mind if we talk before we, ah, get started?”

Twilight nodded vigorously, ignoring Rarity’s quiet grumble. “Of course. Please, though, come on up here. It feels weird with you just standing there.”

Thunderlane nodded and hopped up onto the bed with a flap of his wings. His weight barely shifted the mattress, and he settled down beside Twilight, just close enough that their wings touched. Rarity quickly moved to drape a hoof over him as well, pulling him even closer in the process.

“So,” he said. “Rarity told me two things. First, she said I’d been a good colt and earned myself a present, which sounded a little condescending but you know how Rarity is. She means well.”

Twilight giggled and snorted at the same time. “Yes, I know her. And she does mean well.”

Rarity harrumphed. “Both of you will pay for that later,” she grumbled.

“Second,” Thunderlane continued, “she said you were nervous and afraid and, how did you put it Rares? ‘She needs a stallion to show her how desirable she is,’ I think is what you said.”

“Darling,” Rarity said through clenched teeth. “This isn’t how we agreed—”

Thunderlane silenced her with a kiss. “Yes, I know. I’m just supposed to swoon over Twilight, get off with both of you, and be grateful for this opportunity. Which I am, by the way. That hasn’t changed.”

Rarity groaned and rolled off of them, ending up on her back with her legs curled in the air like a dead bug. “Would that really have been so hard, Thunder-dear? Now you’re making it complicated.”

“Complicated isn’t bad,” he said. “Besides, I think it’s more comfortable for Twilight this way.”

“Honestly? It is,” Twilight said. “No offense, Rarity, but you’re a little too clever for your own good sometimes. Also, can I call you ‘Rares’ too?”

“I will bite both of you. Don’t think I won’t.”

“Later, perhaps. Anyway, to answer your concern, Twilight, I think you are very desirable. And although I can’t read their minds, I suspect most stallions do. If they aren’t climbing over themselves in their scramble for your attention, it’s only because they’re as nervous about you as you are about them.”

“I see.” Twilight cleared her throat. “Are you nervous about me, Thunderlane?”

His ears flicked away, then back toward her. “Very much.”

“Oh.” She glanced back at the bow on her rump, more for an excuse not to meet his eyes than anything else. “Why?”

“Are you kidding? It’s nerve wracking enough the first time you’re with a mare, much less a princess.”

“Oh. Well, you don’t need to be nervous. Rarity doesn’t seem nervous, does she?” Twilight gestured with a wingtip at Rarity, who still lay sprawled out, grumping at them both.

“She’s not on the spot, and she’s your friend, right?” he said. “She’s been with you through some tough times. She knows you too well to be nervous.”

“Huh. Maybe that’s the trick? Just make friends with stallions, don’t try to approach them as a potential reproductive partner?”

“Reproductive partner,” Rarity mimicked. “Look what you’ve done, Thunder, she’s speaking in jargon. I even told her not to do that.”

Thunderlane bent down to give her another kiss. “I think it’s cute.”

Cute! Twilight blushed and fluffed her feathers. “So, be somestallion’s friend, and see what develops?”

“Isn’t that how you and Rarity came to be so close?”

Twilight tilted her head. The game she and Rarity had played, filled with feints and passes and tentative stabs, all about scoring points or deflecting blows, had gone on for months before they first kissed. But, boiled down, wasn’t that just their manner of friendship? And hadn’t they adopted each other as lovers easily enough?

“You’re right. Huh. I think I just thought myself into a corner before, expecting some kind of convoluted, unknowable process. But it’s just friendship.”

“And it’s alright to be nervous,” he said. “Everypony is.”

“Well.” Twilight looked down at her hooves. “Thank you. This helps. A lot.”

“You’re welcome.” He paused and looked between them. “So, um, are we done? We don’t have to do the sex thing if—”

“Oh no.” Rarity rolled onto her belly and glared at them both. “No. I put too much effort into this to just have a little talk. Twilight, do you still want the full Thunderlane experience?”

“Um, sure.”

“Excellent. And Thunderlane, do you still want…” her voice trailed off as she leaned over and whispered in Thunderlane’s ear. It was just below Twilight’s range of hearing, but Thunderlane glanced over at her as Rarity spoke, and a vivid blush, visible even beneath his charcoal coat, filled his face.

“Uh, yes,” he said. “I, uh, wouldn’t mind that.”

“Excellent.” Rarity straightened back up and smiled. “Let’s just take it from the top, shall we? Ahem. It seems you have a little purple present waiting for you, Thunderlane. Whatever shall we do with it?”

Thunderlane’s eyes danced back to the bow atop Twilight’s back, then lingered on her rump. “We should, ah, unwrap it?”

He leaned toward the bow, his mouth open to grasp the bow, when Twilight halted him with an upraised hoof.

“Wait,” she said. “Kiss first?”

He smiled a small smile at her. “As the princess demands.” He changed course, tilting his head, and pressed his lips against hers. A faint hint of mint preceded the gentle intrusion of his tongue.

Months of kissing with Rarity had given Twilight a degree of appreciation for the art. Rarity, never one to abide an uncouth lover, had offered gentle instruction, and after enough hours of teasing Rarity with her lips Twilight felt she was well on her way to becoming an apprentice kisser.

Thunderlane either hadn’t received those lessons or simply didn’t care. His muzzle was blunter, boxier than Rarity’s, and he was far more aggressive with his tongue. Rarity had always met her halfway, the tip of her tongue just barely peeking out from her lips, a warm, slick treat for Twilight to greet with her own tongue.

Thunderlane? He was more of the Here’s my tongue, it’s in your mouth now school of kissing. Twilight’s eyes widened and her head jerked back an inch at the abrupt presence, but Thunderlane leaned further forward, never breaking the contact.

His tongue found hers, and she rallied to meet it. They wrestled this way for a moment until he conceded the field, and his tongue fled, and their lips played against each other in a gentle recovery from his aggressive introduction.

Finally they broke. Twilight licked her lips, seeking the last hint of mint and the odd, alien, alluring taste of another pony’s saliva.

“Uh, hi,” she said.

He ducked his head. “Sorry. Too rough?”

“I think you’ll find she doesn’t mind that, Thunder-dear,” Rarity said. She was flushed, Twilight saw. “Twilight likes things with a bit of an edge.” She smiled at Twilight, more to bare her teeth than to convey any humor.

Twilight gulped. “It’s, uh, fine. I don’t mind.”

“Good. Now, the bow?” Rarity nudged Thunderlane toward the bright red ribbon still bedecking Twilight’s rump.

“Right, right.” He squinted at it, then nosed at the huge whorls of cloth. “So do I just, like, slide it off?”

“I think it’s magic,” Twilight said. She lifted her belly up off the mattress a few inches. “Maybe if you just tug it will come right—”

Rarity sighed. “Oh, for the love of Celestia you two, it’s a bow. You just pull the loose end and the whole thing comes apart!”

“Wait, you tied this? That’s really impressive.”

“I know, right?” Twilight said. “I always just bought bows from the store, I didn’t know you could make them yourself, but she did.”

“You know what? Fine.” Rarity’s horn glowed, and then the bow glowed, and then the bow simultaneously teleported across the room and disassembled itself into several thousand fluttering red tatters of cloth. “There, no more bow. Now, Thunderlane, is there anything you would like to do with the two naked, horny young mares sharing the bed with you?”

Twilight snickered. “Horny. Get it? We’re both unicorns.”

“Yes, very clever.” He turned to give Rarity a quick peck on the lips, followed by a deeper kiss that pressed her down into the mattress. The irritated expression quickly faded from her face, replaced by closed eyes and a content smile Twilight could just barely see around the edges of Thunderlane’s muzzle.

That was nice to watch, and Twilight suspected she could have quite happily spent the rest of the evening as an observer, but the whole point of a threesome was, of course, to involve three ponies in the activity. So while Thunderlane leaned into Rarity, Twilight crept up on them both and dug her muzzle into Thunderlane’s thick, two-toned mane. He smelled of rainstorms and feathers and the thin crust of ice that grew on puddles during cold fall evenings.

They broke apart with a final peck. Rarity saw Twilight watching, and tilted her head up to snatch a kiss from her as well. The room seemed to grow incrementally hotter.

“There, finally.” A wicked gleam entered Rarity’s eye, and she rolled off the bed to sit at its foot. “Thunderlane, would you mind sitting on the edge of the bed here? There’s something I want to show Twilight.”

Thunderlane cast a quick glance at Twilight, his ears flagging before popping back up. He nodded jerkily and climbed to the edge of the bed, sitting on his rump with his hindlegs dangling onto the carpet. He lay back, exposing his chest and belly and, after a moment’s hesitation, his groin.

“Good, good,” Rarity said. She parted Thunderlane’s thighs and leaned forward, hooking her forelegs over his hips so that her chest pressed nearly up against his crotch. “Twilight, observe, would you?”

Intrigued, Twilight lay beside Thunderlane on her belly with her forelegs hanging off the edge of the bed. Her head was just inches from Rarity’s, and she was able to see everything the unicorn had spread out before her.

A pair of moderately sized testicles hung between Thunderlane’s legs, brushing against Rarity’s chest as she breathed. They blended in with the rest of his coat, hiding them from casual observation – lighter colored stallions, like most of those Twilight had grown up around or Canterlot dwellers in general, tended to be more conspicuous with their anatomy. They looked interesting and would probably be fun to play with shortly, but on any given day Twilight saw a dozen similar sets just while walking around Ponyville, so they didn’t hold her attention long.

What did seize her attention was the swollen sheath and pink flesh protruding from it. He wasn’t erect yet – far from it – but he was obviously too worked up to conceal his excitement any more. She watched, fascinated, as it grew in tiny increments with his heartbeat.

Even seeing this much wasn’t terribly unusual. During the hottest days of the summer stallions sometimes ‘hung out,’ simply due to heat stress, and of course adolescent colts fell out of their sheaths all the time. Everypony pretended not to notice because frankly it was embarrassing enough for the poor colt without all the attention. But this wasn’t some random penis dangling in the street; it was an erection being presented for her benefit. Well, hers and Rarity’s, but the idea that she, Twilight Sparkle, had elicited such a reaction from a stallion was invigorating. She found herself breathing faster, every nerve in her body alive, every sense sharpened.

“Well, Twilight. Here it is.” Rarity grinned at her, then leaned down to press her muzzle against the tender flesh between Thunderlane’s balls and the base of his sheath. She nipped at the loose skin, tugging it and drawing a gasp from Thunderlane. His shaft jerked, and after a moment swelled further, bobbing slightly with every beat of his heart.

Rarity hooked her fetlock around the organ and tilted it upright, until it pointed straight at the ceiling. She leaned forward and brushed her cheek against the shaft, then glanced at Twilight. “What do you think?”

“It’s, uh…” Wait! There was something she was supposed to say here. She pulled her head back to consider the entirety of the scene. It was decently sized. Not so large as some of the toys Rarity had hidden beneath her bed, but bigger than the erection she had seen on a teenage Shining Armor during that disastrous expedition into his room, which had resulted in an uncomfortable family discussion about ‘growing up,’ closed doors and privacy considerations.

Had she ever told Cadence about that incident? She should – it would be great blackmail material. She wondered what sort of situation would be best to bring it up when Rarity’s quiet, annoyed throat-clearing brought her back to the present.

“Oh, er, it’s so big!” She fought to put the right combination of awe and fear in her voice. “It’s too big, Rarity. Several centimeters longer than the depth of my vaginal canal.”

Rarity stared at her. After a few seconds Thunderlane chimed in.

“What?” he said.

“Uh, you know.” She mimed with her hooves, as though demonstrating how big of a fish she had caught. “It’s, like, this long, and the average mare’s cervix is located only—”

“Okay, stop. That’s enough,” Rarity said. She rubbed her hoof against her forehead. “We’ll work on that later. Twilight, watch closely.” Here Rarity pressed her tongue against the base Thunderlane’s shaft and slowly, lingeringly, languidly drew it all the way up his length to the tip.

Whoa. Twilight stared, wide eyed, as her previous thoughts evaporated. Beside her, Thunderlane let out a quick chuff.

“That, uh…” Whoa. She swallowed. “Can you do that again?”

“You know, I think I can.” Rarity grinned at her, then shifted her eyes to Thunderlane before leaning back in with her tongue. She quickly coated his shaft with a shining sheen of saliva, then tilted her head to engulf the tip of his cock between her lips. He groaned, and his hips flexed, pushing up from the mattress.

Rarity held him like that for a moment, her tongue apparently doing something to judge by Thunderlane’s sudden gasp, and then she pulled free with the quiet pop of suction breaking.

“Care to try, darling?” she asked. “As you can see, it’s just as much fun for us as for him.”

Twilight wasn’t sure about that – Thunderlane seemed to be enjoying the experience quite a bit. But Twilight was sure that she absolutely wanted to try this herself. She nodded wordlessly, her eyes never leaving Thunderlane’s twitching cock.

“Good. Remember, no biting.”

Twilight frowned. “You bite all the time.”

“I sometimes bite certain spots. Trust me, this is not one of those spots.”

“It really isn’t,” Thunderlane chimed in.

Fine, fine. Bunch of wusses. Twilight leaned down, brushing his shaft with her cheek, then darted in with her tongue to lightly touch the the smooth, wet skin before retreating. It tasted like mint and Rarity’s saliva.

“Mm, well, a decent first outing,” Rarity said. She rested her head atop Thunderlane’s thigh. “Try again?”

Right, again. Twilight started at the base and ran her tongue all the way up to the tip. It seemed much longer when measured this way – tongue lengths? Lick-seconds? She grinned at the thought.

“Hey, Rarity?”

“Yes, darling?”

“Instead of centimeters, we should measure penis length by the number of seconds it takes to lick them from base to tip at a standard speed.”

A quiet sigh. “Twilight…”

“It’s a joke, Rarity.”

“I know, darling. That’s why it’s so sad.”

Well, fine. Twilight sniffed. Her humor wasn’t for the masses – it was for the educated. “You thought it was funny, right Thunderlane?”

“I’m not sure I got it, to be honest.”

“Oh, you see, it’s—”

“Twilight, just put it in your damn mouth!” Rarity snapped.

Oh, they were shouting now! Fine. Twilight narrowed her eyes, then plunged her mouth down onto Thunderlane’s cock, taking as much of it as she could in a single gulp, accompanied by a sudden gasp from Thunderlane and a surprised blink from Rarity.

‘As much of it as she could’ turned out to only be two inches past the ridged flare. For some reason she thought it would easier than this, but no, he filled her mouth already and she barely had room to move her tongue. It still tasted strongly of Rarity, but now that it so fully occupied her senses she could just barely detect the taste of his skin. The texture reminded her of a cross between Rarity’s tongue and a cucumber.

It was tempting to let her teeth scrape against Thunderlane’s skin, but they’d both been emphatic that that was a bad idea, so Twilight exercised forbearance. Instead she swirled her tongue over his head, exploring it, enjoying its heat. Blood thrummed just beneath the skin, humming at her with his heartbeat.

“You’re getting it.” Rarity said. She nuzzled his testicles gently, lapping at them between bits of speech. “Thunderlane, isn’t she getting it?”

“Uh huh.” His voice came out in a breathy groan. “S’good.”

“Good. Twilight, why don’t you give his tongue something to do?”

Huh? Twilight froze with the tip of Thunderlane’s cock in her mouth, not quite sure what Rarity meant. But then she considered their positions, and the light came on. She nodded – or tried to – and swung her hindleg over Thunderlane’s chest, straddling him with her groin above his muzzle.

Thunderlane started on the inside of her thigh, gently kissing just above her knee where the coat started to thin. Then he licked the same spot, followed by a tiny nibble, just enough to pucker the skin and send a little tingle through her nerves. Not quite on the edge of pain – not as hard as Rarity.

He switched to the other thigh, following the same pattern. Kiss, lick, nibble. Kiss, lick, nibble. Back and forth, climbing slowly higher, until he ran out of thigh. He nuzzled the crease of her hip, then tilted his head to plant a long, slow lick along the length of her lips.

His tongue was huge. Twice the size of Rarity’s, at least. It covered the entirety of her sex in a rough, hot, wet touch that flooded Twilight’s mind with an overload of sensation. She closed her eyes and groaned appreciatively, wriggling her hips in encouragement.

He followed this act with an encore, swiping his tongue up the length of her slit again with enough force to part her lips. And again. And again. And… yet again. In fact, that seemed to be the entirety of his technique. His tongue was the triumph of enthusiasm over ability.

Rarity must’ve noticed the expression on Twilight’s face. She lifted her lips to Twilight’s ear and whispered, “Yes, I know, he’s still learning. But he’s very eager to please.” She cleared her throat and spoke louder, “Thunder-dear, remember what we talked about.”

The tongue probing Twilight’s vulva froze, then retreated. When it returned a moment later it was gentle, teasing at her lips, drawing them out to gently tug with his teeth. She jerked at the sudden, hard contact, but he was careful, and a pleasurable warmth slowly built within her pelvis as he worked.

Meanwhile, there’s a penis in my mouth. Twilight crossed her eyes to look down at the organ, which was as hard and insistent as ever against her tongue. Curious, she bobbed her head gently, taking another inch of his shaft between her lips. Her jaw began to ache from the strain of holding open for so long.

His tongue grew more reckless, peeling her open and sliding into her canal. The feeling of warm, wriggling, living flesh intruding into her depths buckled her legs. The tongue withdrew, and for a moment there was nothing back there but the cool sensation of air against wet skin.

When his tongue returned, it was careful, probing. It traced between her lips, up to their join, and down the little hood concealing her clitoris. He tapped there, as if knocking at her door, then gently brushed against the sensitive bud hiding beneath. A stab of hot, wet pleasure shot up her belly, repeated again and again with each gentle touch of his tongue. Twilight gasped, nearly choked on the organ filling her mouth, and pulled free with a sudden rush of breath.

“Ah, he’s doing it, isn’t he? The thing with the tip of his tongue?” Rarity smiled at her, then lapped at the now-free cock bobbing between them. “He’s gotten pretty good at that lately.”

“Ha! Ah, yes, ah!” Twilight gulped down lungfuls of air. The pressure in her pelvis seemed to double with each touch of his tongue. Her legs trembled, barely able to support her weight. “Harder, please.”

He heard her. The gentle touch became a rasp. An edge of pain joined the waves of pleasure rolling out from his tongue. Each wave crested higher than the last, building upon the last, until they washed over her like a tsunami. Fireworks exploded behind her clenched eyes, and her gasps became a choked squeak as her throat squeezed tighter than a soda straw. She trembled hard enough to shake the bed, then collapsed in a panting heap of liquid pony atop Thunderlane.

“Well. That was something.” Rarity placed a final kiss on Thunderlane’s shaft, then climbed up on the bed to join them. “Still with us, darling?”

“Uh, yeah.” Twilight let out a long breath. “Just, uh, gimme a minute, though.”

“We have all night,” Rarity said. She leaned down to give Thunderlane a proper kiss, then licked at his lips and muzzle. “And bravo, tiger.”

He grinned. “My pleasure.”

“Mm, not yet.” Rarity placed the bridge of her muzzle against Twilight’s side and gently pushed her off of Thunderlane onto the bed. “Sorry, darling, but you’re on top of something I need.”

“Sure, sure.” Twilight waved a hoof weakly. She was done for at least a few minutes, but apparently Rarity had something in mind next. Her jaw was a bit sore, and she worked her mouth open and shut to chase away the sensation.

Rarity was content to kiss her lover to start. Her hoof strayed down, playing with his cock, but that seemed almost more of an afterthought. The kisses were the main attraction.

Finally, though, Rarity pushed herself up with a hoof against his chest. She glanced at Twilight and blushed – actually blushed, after all this – before turning around and settling down on her belly with her legs curled beneath her. Her tail hiked up, exposing everything that was normally private, and she laid her chin down on the mattress.

Twilight had to stare, she couldn’t help it. She’d seen Rarity’s sex countless times, of course, but never presented in this fashion, waiting to be mounted. Her inner lips, thick, black and shining with arousal, pouted out from between her labia. Her hips flexed, and for a moment her clitoris peeked out at them.

Okay, yeah, that was hot. Twilight half-wanted to mount Rarity herself, despite lacking any equipment to do so with.

Fortunately, Thunderlane was there to help. He stood and stepped up behind Rarity, leaning down to nip at her rump just behind her cutie mark. She let out a little yip of surprise, then grinned over her shoulder at him.

“Promises, promises.” She tilted her head up to kiss him as he stepped over her. His belly slid over her back, and he nuzzled her mane gently. Her tail flicked at him in passing, and he angled his hips to penetrate her when she stopped him with a gentle hoof on his leg.

“Twilight, would you mind lining him up for us?” Rarity asked. She wore a sultry smile and licked her lips. “Sometimes he has a little trouble.”

Line up? Like… Oh. Oooh. Okay, yeah, she could do that. No problem. Twilight crawled closer, her eyes locked on Thunderlane’s cock. It bobbed in time with his heartbeat, and already seemed pointed in generally the right direction. But still, Rarity had asked, so she gently trapped it with her hoof and guided it forward, until the tip pressed against Rarity’s lips. It squished into them, indenting the whole of her crotch for a moment, and then popped through the last bit of resistance. Rarity gasped at the sudden intrusion, her back arching, but she quickly settled her head once more onto the mattress.

Thunderlane’s reaction was more measured. He bit his lip, and there was a look of intense concentration on his face as he leaned into her. Slowly, inch by inch, he vanished inside her, until with a final wet noise the edge of his sheath came to rest against her lips.

“There…” Rarity closed her eyes and let out a long, slow exhalation. “That’s it. So full, Twilight, you have no idea yet.”

Twilight frowned. She glanced back at the wet seal between Thunderlane and Rarity, then at Rarity’s face again. “Really? He’s not as big as some of your toys.”

Rarity’s eyes popped open.

“Toys?” Thunderlane asked.

“Um.” Twilight swallowed silently. Was she not supposed to mention those? Rarity hadn’t broached the topic, but judging by the look she was getting from the unicorn… No, definitely shouldn’t have brought them up.

“Er, what she means, Thunder-dear, is…” Rarity trailed off, frowned, and continued, “Listen. Ladies are allowed to own certain things that shouldn’t be discussed without warning.” That last was said with a fresh scowl in Twilight’s direction.

“Yes, but bigger?” Thunderlane leaned down to nibble at her ear. “I kind of want to see these now.”

“Maybe later, if you’re good. And Twilight? Rest assured that if I wasn’t spitted by my coltfriend right now, you’d be getting the biting of a lifetime.”

“I’d like to see that too, actually.”

“Oh, you will.” Rarity said. She wriggled her hips side-to-side, then pushed back against Thunderlane. “Now, if you don’t mind…”

He placed a kiss atop her head, right in the middle of her forelock, then slowly pulled his hips back. His cock shone with new moisture, the gas lamps on the walls shining from a hundred pinprick reflections on the veins and ridges running along its length. Rarity’s vaginal walls clung to him so tightly that they actually protruded out from between her lips.

Vaginal walls, vaginal canal, vagina. Twilight frowned at the words. “Rarity?”

Rarity took a moment to answer. “Yes, darling?”

“What’s the romantic word for vagina?”

“Twilight, I swear to Celestia if you ask one more inane question or blurt out one more stupid thing—” Rarity cut off with a sudden rush of breath as Thunderlane thrust home once more. He wriggled his hips, seating himself fully in her depths, then placed another kiss on her horn.

“Actually, I want to know too,” he said.

“Ugh, fine.” Rarity tried to glower at them, but the effect was somewhat ruined by the tension around her eyes, and the way her sweat-slick mane plastered against her forehead. “Just say cunt, Twilight.”

“Cunt?” Twilight’s muzzle wrinkled in distaste. “That’s not romantic.”

“It’s not clinical, and that’s what matters. Thunderlane, please, please continue before we get drawn into a semantic debate.”

Either Thunderlane didn’t like semantic debates, or he was too revved up by the preceding events to complain, because he quickly settled into a rhythm of thrusts, pulling half his length out of Rarity’s… cunt… with each stroke before slamming back home. The bed shook in time with their bodies. His coat began to glisten as a sheen of sweat built, and his wings fanned at his sides, generating a cool breeze. For her part, Rarity let out quiet, lady-like grunts with each reception. She knotted the sheets beneath her hooves, grasping at them for purchase.

It didn’t look like something that could last long, not without one of them going into cardiac arrest. After just a few minutes of thrusting and panting, Thunderlane shifted his legs, and with his next motion he pulled completely free of Rarity’s clenching cunt, leaving only the tip of his cock between her lips. Then, with far more force than before, he slammed himself home. Again. And again.

Twilight watched with a mix of concern and awe. Rarity should have been shrieking in pain. And she was shrieking, but nothing seemed to be hurting her. Instead, with every thrust she gasped, and her cries filled the small room, far louder than she’d ever been with Twilight lapping between her legs.

Thunderlane moved like a machine. Twilight couldn’t turn away. Rarity’s toys didn’t do that.

Finally, events reached their logical conclusion. Thunderlane bit a hunk of Rarity’s mane and yanked her head back, and at the same time slammed his hips home. Rather than withdraw, his whole body jerked, and his sheath pulsed in time with muscular contractions deep in his pelvis. Twilight watched, stunned, as he ejaculated what must have been a cupful of semen into her friend.

He didn’t pull out, a voice that sounded like Rarity's whispered in her mind. He doesn’t have to pull out of you, either.

Thunderlane released Rarity’s mane, and she flopped down onto the mattress, limp as a wet towel. He followed not long after, half-draped atop her, half-collapsed onto the sheets, his member still lodged between her folds. It shrank slowly, until finally it fell free, a million different kinds of wet. A trickle of white fluid followed, staining Rarity’s perfect coat as it ran down her thigh.

“Uh…” It came out as a squeak, and Twilight cleared her throat before trying again. “Are you okay?”

Rarity nodded. Her chest heaved like a bellows, and she lifted a hoof in a languid, dismissive wave. Beside her, Thunderlane flicked the tip of his wing in her direction.

“Just fine, darling.” Rarity took another few breaths, then pushed herself up onto her front legs. She wobbled a bit, but she managed to stand and step off the bed, walking into the bathroom.

Twilight expected to hear the shower running. Rarity always washed after sex, regardless of how tired they were. It was just part of her nature.

Instead, water ran in what sounded like the sink, and a moment later Rarity emerged bearing three full glasses in her magic. She was as sweaty and filthy as before, and as she climbed back upon the bed, Twilight could clearly see Thunderlane’s semen smeared all over her groin, turning her dark lips a lighter gray.

“Drinks?” she said, and passed them around.

Twilight raised an eyebrow, but accepted her glass with a smile. Thunderlane was slower on the uptake; he just lay there catching his breath, then snagged the glass with a trembling hoof and, after a tiny sip to get started, downed the rest in just a few gulps. He hoofed the glass back at Rarity, who grasped it in her magic and floated it onto the nightstand.

“Thanks, Rarity,” Twilight said. She took smaller, measured sips, enjoying the cool water and letting it combat the combination of summer heat and overheated ponies in close company.

“Of course. I figured we could all use the break.” She glanced at Thunderlane, who was still sprawled out on his side, wings splayed across the bed like extra fluffy blankets. “Especially Thunderlane. We’ve got a few minutes before he’ll be rejoining us, I think.”

“He deserves a break.” Twilight scooted across the mattress toward the stallion and set her chin on his shoulder. His heart was still pounding hard enough to shake her own body in sympathy. “You wore him out.”

Rarity grinned. She followed Twilight over to Thunderlane and nuzzled at his neck, ignoring his feeble attempts to push her away. “No, he wore himself out. But it was on my behalf, so I appreciate it.”

“You’re very lucky,” Twilight said quietly. It wasn’t just because of the sex, either – Thunderlane seemed to understand her, put up with her eccentricities, somehow complement them and compensate for them. For a moment the heady sexual euphoria still tingling in Twilight’s veins faded, replaced by the melancholy feeling that accompanies the discovery that your lover has another, better lover.

“I know.” Rarity glanced at her and frowned. She stood and walked around Thunderlane, careful not to step on his wings, and settled down by Twilight’s side. She rested her head across Twilight’s neck, snorfling her muzzle through Twilight’s mane, and finally whispered in her ear, “You’re still my best friend, you know.”

“Yeah?”

‘Uh huh.” Rarity nibbled at Twilight’s ear in the space between the words. “Nopony can ever take that away.”

Well, that was something. Twilight turned her head to give Rarity a peck. One kiss became two, deeper and fuller, and then she was rolling off Thunderlane onto her back with Rarity atop her.

“I think we have some time before Thunderlane recovers,” Rarity said. She leaned down to steal another kiss. “Whatever shall we do to occupy ourselves, Twilight?”

“We should… keep kissing?”

“Smashing idea, darling.”

In the trashy romance novels Rarity forced Twilight to read, the heroine was always losing track of time when she kissed. Hours would pass in the blink of an eye, because apparently the act of touching her lips to another pony’s deactivated the time-sensing circuits in her brain. Senses became foggy, thoughts became mushy. Books described kissing like a fever or drugs.

Twilight wasn’t sure anypony actually felt that way. She certainly didn’t – exchanging kisses with Rarity was delightful and exciting, but it didn’t transport her to a higher realm of existence. All throughout, thoughts raced through her mind: Am I kissing good enough? Is Rarity getting bored? Will she mind if I push with my tongue? What should I be doing with my hooves? My wings kind of hurt in this position I hope we move soon.

In time another presence joined them. Twilight opened her eyes to see Thunderlane at Rarity’s shoulder. He pushed in with his muzzle, stealing a kiss from each of them in turn, then leaned down to nibble at Twilight’s neck. And oh, that was nice. She cooed and tilted her head back to expose herself to him.

“Welcome to the party, darling,” Rarity said. “Feel like joining us?”

“Don’t mind if I do.” He jostled Rarity with his shoulder, enough to open some space to work, and began kissing his way down Twilight’s body. He nibbled at her collarbones, tugging at the thin skin there, then worked his way down the front of her chest.

Like most unicorns, the grain of Twilight’s coat swept in toward her sternum from both armpits, and where the grain met it created a ruff of fur down her centerline that refused to lie flat no matter how much she brushed or trimmed or combed it. Attempting to groom it every morning was an exercise in frustration, and some days it infuriated her, but Thunderlane apparently found it fascinating. He tugged at it with his lips and teeth, pushing it to and fro, and even licked it a few times. Always it sprung back up.

Eventually he remembered there was the entire rest of a mare to explore, and nosed his way down her abdomen. He blew at her belly button and dug his nose in further south, where the coat started to thin. Twilight giggled, more at his coltishness than from the sensation, and pushed gently on the top of his head.

Finally, finally, he came to one of her favorite spots. He nuzzled her teats, digging his nose into the gentle swells. Twilight let out a long breath and set her head back on the mattress while he worked.

His tongue darted out to brush her nipple, and she shivered. It came again, this time in a hot, wet rake that lasted for seconds, followed by the gentle pressure of his lips sealing around the tiny nubbin of stiffening flesh. A gentle tug seemed to draw a hot string from her groin all the way to her spine as he suckled.

“Use your teeth,” she whispered.

There was a slight pause, but then the hard edges of his incisors clamped lightly on her nipple and tugged. She gasped quietly and stiffened beneath him, her hind legs clenching around his chest.

Rarity settled in at her shoulder. She pecked at Twilight’s lips, then rested her cheek on Twilight’s shoulder to watch the proceedings. Her scent – lavender and cotton and sex – filled Twilight’s mind like a drug.

Thunderlane switched to her other nipple, leaving the first tingling. He was freer with his teeth, too, not so afraid to wield them.

That was good. “Harder,” she said.

He froze. It wasn’t until Twilight felt Rarity give him a tiny nod that he continued. His teeth closed on her nipple again with more force, and the pleasant edge rapidly gave way to something far harsher. A euphoric fog built and built, just barely keeping ahead of the crest of pain. Twilight held her breath as long as she could, until finally she gasped and bucked, and Thunderlane jerked away with a sudden flap of his wings. If it weren’t for her thighs squeezed around his barrel, he might have escaped all the way off the bed.

“Er, sorry,” he said. “Are you okay?”

Twilight nodded, still shivering. The sharp pain, distantly felt through the buzz in her mind, was only now starting to fade, leaving a bruised ache that she knew would linger for hours. “M’good,” she mumbled.

“I told you, Thunder-dear, Twilight likes a bit of an edge,” Rarity said.

“Oh.” His wings slowly settled back at his side. “Aren’t you, uh, afraid of breaking the skin, or something?”

Rarity grinned at him, exposing her teeth. “Not anymore.”

His eyes widened, and it was several seconds before he spoke. “That’s, uh, a little scary. And for some reason really arousing.”

“Arousing is good,” Rarity said. She leaned forward and gently disentangled Twilight’s legs from around the pegasus. “Because I think Twilight’s ready for some special attention, aren’t you, darling?”

Was she? Twilight took a final few breaths to clear out the last of the haze in her mind. The past hour had been nothing but foreplay for her, foreplay and watching Thunderlane and Rarity rut each other senseless. The earlier orgasm Thunderlane’s tongue drew from her would have been the exclamation point on a normal night with Rarity, but here she had the chance for something new. She was, potentially, just moments away from being penetrated by a stallion for the first time in her life. That was the whole reason for this night. Did she still want it?

She looked at Rarity, who wore her usual coy smile. She looked at Thunderlane, who seemed by degrees shy, nervous and excited. She wondered how she looked to them.

Rarity leaned down to whisper in her ear. “You don’t have to, you know. It’s fine.”

Twilight shook her head. “No, I want this. He wants this. And I think you want this, too.”

“I want you to be happy.”

Twilight smiled. “I already am, Rares.” Then, louder, “Thunderlane, would you like, to, ah, you know?”

“Have sex?”

She blushed, which immediately struck her as silly. After all this, she was blushing? “Yes.”

“I would like that, now that you mention it.”

“Good,” she squeaked. She scooted away from them, then rolled onto her belly, her legs tucked beneath her, doing her best to imitate Rarity’s pose from before. Finally, once settled, she hiked up her tail.

“You look beautiful like that, darling,” Rarity said. She reclined beside Twilight and gently grasped her hoof.

She felt the mattress shift as Thunderlane moved, and then his hooves stepped down on either side of her shoulder. His weight settled onto her back like the world’s warmest, fullest blanket, and she shivered.

The head of his cock, broad and blunt and warm, poked at her nethers. She shifted her hips, tilting them back a bit, and was about to ask Rarity for a little help when he jabbed forward. It wasn’t hard, but it surprised her and drew a tiny yelp from her throat. He’d found her entrance and was pushing in, wet skin sliding against wetter skin as he forced her apart. There was a moment of discomfort, similar to the sensation of playing with Rarity’s toys, just as the widest part of his cock breached her, and then it was all down hill. He paused, adjusted his legs, and slowly slid forward. Inch after inch entered, stretching and filling her in a way that was at once familiar and utterly, completely alien.

Even the best of Rarity’s toys were just plastic – hard, cool, unyielding, inanimate. Thunderlane’s cock, for all that it was hard, still possessed a gentle give. It was organic, burning, twitching within her, completely alive. He pushed into her until the base of his sheath pressed against her lips, and there was nothing left.

Slowly, Twilight’s circle of awareness expanded beyond the incredible sensations playing out inside her. She became aware of the rest of the stallion panting above her, his twitching muscles, the swell of his chest as he breathed and the hammer of his heart. A quiet, high-pitched whine escape from his lungs.

Was he waiting for her? That was considerate. Rarity was so lucky. Twilight turned her head to nip at his chin.

That was enough of a signal. He braced his legs around her and slowly withdrew. He moved slowly, but their seal was so tight that she still felt like the motion was turning her inside out. After only a few inches, he reversed course, sliding back into her again. Over and over he continued, pulling out a bit further each time, until finally only the head of his cock remained, and with a single, slick motion he drove back home. A loud grunt accompanied the thrust, and it nearly drove the breath from Twilight’s lungs.

And then he started fucking her.

That wasn’t how Rarity’s romance novels would have put it. They’d have said he made love to her, or ravished her. And all of those things were true, she felt. But this rough, rhythmic, claiming deserved to be called what it was. For the first time in her life, Twilight Sparkle was well and truly and thoroughly getting fucked.

And it was pretty great. She moaned with each thrust, except when those times when his cock went just a bit too deep, too hard, and she squeaked instead. And all throughout she panted for breath, dripping sweat onto the mattress from her coat and dripping other things onto the mattress from her crotch. The air stank of sex and sweat and her and Thunderlane, and she loved it.

Whether because of the foreplay or the novelty of rutting a princess or the mere fact that he was a pegasus, Thunderlane’s strokes soon grew faster, less even. He shivered atop her, stopped thrusting long enough to bite down on her mane, and resumed with even less control than before.

Into this fever swamp of overloaded sensations came Rarity’s voice. She whispered in Twilight’s ear, “He won’t last much longer, darling. Do you want him to pull out?”

“Huh?” Twilight had to gulp down a mouthful of air to speak. “Why?”

Rarity chuckled. “No reason. Enjoy.”

As if that was his cue, Thunderlane redoubled his efforts. He slammed his hips into hers and snarled around the tangle of mane in his teeth. His legs clamped around her, trapping her, and with a final, solid thrust, he buried himself to the hilt.

Twilight didn’t feel his emission; she could feel his cock twitching, though, and knew what it represented. After a moment something wet and burning hot dribbled out of her cunt. It ran down her lips, coating them, and dripped onto the sheets.

His entire body jerked once, twice, five times, and then he sank. The pressure on her back doubled, and she giggled as he came to rest atop her. Fortunately, he was a pegasus, and she could have slept comfortably beneath his weight.

“Wow.” She swallowed. “Uh, wow.”

“Mhm.” Rarity licked her cheek. “Did you enjoy that?”

Did she? She hadn’t had another orgasm, though it was rare for her to have more than one a night, even under Rarity’s most dedicated ministrations. But an orgasm, while nice, was hardly the sole point of having sex.

She considered the weight above her, and the panting, shivering pegasus it represented. Thunderlane barely seemed conscious, though his legs occasionally moved, his hooves scraping at the mattress for purchase.

He seemed to have enjoyed himself, certainly. And she had. And she was pretty sure Rarity had, too.

They were a bit of a mess. Thunderlane finally managed to roll away, pulling out of her as well. The trickle of semen leaking out of her became a flood. It would stain the sheets and get cold and slimy and sticky and they were all filthy and disheveled and stank of sex and sweat and other fluids.

“Yeah,” she said. “I did.”

“Glad to hear.” Rarity licked her cheek again. “Come on, let’s go get clean before he wakes up.”

They headed into the shower, together. In time, Thunderlane joined them. Not long later, after a quick change of sheets, they collapsed onto the bed.

If Twilight Sparkle had to describe her friendship with Rarity in a single word, she would have called it sharp.

And she wouldn’t have traded it for anything in the world.