(Mature bits towards the end of the chapter. Plenty of important stuff till then.)

Star's sleep was restless. He was assaulted by dreams that haunted and tormented him, but upon each sudden start to reality, he could grasp only fragments of what was. Eventually, his exhaustion overtook him and he slept in a few extra hours. One of the benefits of having a day off, was there was no need to be anywhere. Luna slept during the day and Scoots had not returned. As he laid, staring up at the ceiling, he wondered where she was and what the two mares had talked about. He reflected on his last meeting with Scoots.

The pegasus rolled from bed and began his waking ritual. As he brushed his teeth, he wondered at the feeling in his chest at the thought of seeing his friend again. They hadn't had contact since the encounter a few weeks back, yet when he thought about Scoots, he felt...different. Scoots had declared that he loved her as a friend, he wasn't so sure that was true anymore.

Rinsing out his muzzle, he took a quick shower, letting the warm water cascade over his coat and wings, giving a soft sigh as he relaxed in it's steamy embrace. The last few weeks had been a learning experience for the colt. Sherry, Cheerilee, AB and even Sweetie. So many different feelings and perspectives. As he stepped out of the shower and dried off, he looked at himself in the fogged mirror. A blue-grey pegasus looked back. There was no outward sign of his internal change. His new insight on love did not shift the color of his eyes or the turn of his lips. Yet, it was there, and he knew it.

Combing through his mane and coat, he watched his reflection, staring into his bright-blue eyes. Not long ago, he was just a virgin colt, struggling to get closer to Luna with only room in his heart for her. No longer. Come what may, he was forever changed. He only hoped he hadn't screwed up somewhere along the way.

Freshly brushed, the pegasus trotted out to his little kitchen, tugging a fresh green apple from the crisper bin and snacked as he glanced around his room. A slip of white on the floor caught his attention. Curious, half-eaten apple in his mouth, he walked over and picked up the letter from in front of the door. He turned it over, eyes widening at the name on the return. “Apple Bloom”. He set aside the apple, chewing the mouthful of wonderfully tart fruit as he hooves worked to pull the letter out.

Dear StarStep,

I just wanted to let you know I got a letter from Sweetie Belle. She didn't go into details, but she apologized for being so distant. She said you'd knocked some sense into her fool head and were trying to help her out of whatever trouble she's in. Thanks, Star. I missed talking with that stubborn headed marshmallow. (A small smiley face was penned in) I'm glad she's safe, I hope Scootaloo got word from her too.

AppleJack and I had a long talk after you left. She's none to happy about it, but she agreed to give me a little spot on the family property to build my own cottage. Out by the pond. I think she's finally starting to see I'm not that little filly anymore.

Anyhoof. I thought if anypony should know, you should. I've decided to start dating. Though, I think I'm doing it wrong. Maybe I'm just too gruff with ponies? I've gone out with two different colts, but it's only lasted one date each. The first pony is avoiding me like the cutie-pox. And when I cornered the other, he got really twitchy and said he'd rather not date a pony like me. AppleJack said that some colts are just like that. I'm not so certain. Be honest, Star, am I not pretty? Or, am I too abrasive for colts to like? Maybe I should try dating a mare like sis'? I'm feeling a little lost. This isn't near as easy as building a business. Well, I hope you and Miss Prissy-flanks are having a good time. Cheerilee and Twi send their love.

Forever your friend,

Love,

Apple Bloom

Star reread the note and gave a sigh. He suspected that mystery unicorn was harassing AB's dates, but there was no absolute proof. He wondered if he should send a letter to AJ or Mac about it. Still, it was good that Sweetie had followed through and contacted her. It would probably do them both good to have each others support again. The pegasus glanced at the clock and sighed. He still had a few hours to kill before dusk. At least he had plenty of errands to keep him occupied till then. Namely, one specifically for Sweetie Belle.

_______________________________________________________________

The sun was setting as he trotted through the Royal Gardens. Along the way he was stopped by a pair of Sun-Guards, blocking the route to the area with the grassy knoll. They took one look at the feather at his chest, and bid him a good eve before resuming their post on either side of the hedge entrance. Whatever was going down tonight, Luna apparently did not want interruptions. That both terrified and excited him.

Rounding the last bend of hedges, he stepped into the clearing with the grassy knoll that overlooked the walls and the countryside. Luna sat at it's top, gazing out at the lip of her moon, just cresting the horizon. Bright blue mane and tail, waving softly on their own accord, almost mesmerizing. The soft crunch of his hooves on the grass caught the alicorn's ears and she turned moments later to smile at him. The glimmer of mischief bright in her teal eyes.

“Punctual as usual, my dear guardian. Come, sit.” She patted the grass beside her.

Accepting her invitation, the pony trotted up the slope and plopped back on his haunches beside the beautiful mare. “Evening, Princess.” He turned his head to nuzzle a greeting into her shoulder. She giggled softly and leaned into his affections. Star glanced around, “Um...I don't see Scoots. Did everything go ok with you two?”

The alicorn smirked, “Indeed. We had quite the discussion. I learned much about thy past with the filly. I also learned, she was thy first.” She looked down at him, smiling slyly as his cheeks darkened with a blush. “Despite thy unyielding thoughts towards being by my side, this young mare loves thou with all her heart. Didst thou knowth this?”

Star sighed and bobbed his head, “Yeah...I don't know why. She's known from the beginning that I've only had eyes for you, Princess.”

The alicorn unfurled a wing to drape about his shoulders and hugged him close to her side. “Oh, dear, StarStep. Look to thyself and thine feelings for me, and thou wilst see such follies of the heart. Often, we cannot dictate where it leads us. Thou hath gained much perspective in these past few weeks. So, I ask thee, dost thou love Scootaloo more than a friend?”

Smiling, the pegasus met Luna's eyes, “Yeah, I do. It took a while, but I understand that I can. But...” He shook his head softly, “You're still the mare of my dreams, Princess. Scoots will forever be in your shadow. I wouldn't wish that on anypony. It's not fair to her.”

Her eyes twinkled, a warm smile on her blue lips, “Truly, I am most pleased to hear thy honesty and concern for thy friend. I suspected as much, as did she. We had a long...discussion about it.” She curled back her wing and stood, “Walk with me, dear guardian.” She turned and began her decent from the knoll, her moon slipping above the mountains in the distance as Star scrambled to catch up to her.

“Tell me, and speakth only truth from thy lips. If thou could have us both, would thou? What if others desired to share in thy love as well. Perhaps one day that wise school-mare from Ponyville, decides she wishes to be a part of thy herd too. What art thy thoughts upon such?” She glanced down at him as they ambled slowly along the stone pathway through the hedges.

Star pondered it for long quiet moments, hearing the crickets chirp and the gentle breeze through the hedges. White noise for his reflections. At last he sighed, “Well, Princess. Yes, if I could be with you both, or even with Cheerilee added into the mix. Yes, I think I have enough love for you all but...I think I'd still feel bad for the other mares. You'd still hold top place in my heart.”

The alicorn nodded, still smiling at him, “Indeed. Think upon this. Thou hath admitted thy love for Cheerilee, and she for thou. But, hath thou not spoken of her heart's desire for Twilight? Dost thou feel any less love for the mare? Despite being in dear Twilight Sparkle's shadow?”

There was a pause, the pegasus' mouth worked as he sought for words. She was right. Even though he knew Twilight was Cheerilee's true love, he felt no less affection for the wonderful school-mare. Scootaloo understood she'd never take Luna's place in his heart, yet her feelings for him had not wavered, even after the two years of separation. Yet, in Equestrian society, when more than two ponies were involved in dating, it required all members of a group to consent.

“Princess...would you accept Scoots as part of our relationship?” He smiled awkwardly. It was never a question he'd imagined he'd ask the alicorn.

Luna giggled, her eyes twinkling in mischief, “Oh-ho! So bold thou hath become.” She smirked, turning down a side path, forcing him to trot to catch back up. “First, thou wilst have to ask to court her. As it stands, thou art but friends.” She giggled, “If she doth accept thy courtship as well, we shalt discuss it further.”

The pair rounded the corner into a small clearing in the hedge-ways. It was a round area, the stone walkway encircling the outer edges and leaving at cardinal directions. At the very center, a small patch of grass, large enough for two alicorns to rest comfortably, surrounded by flowerbeds of blooming Night-lilies. But that was not what grabbed Star's attention. It was not what caught his breath and caused him to stumble about awkwardly. No, it was the pony standing at the center that made him the awkward foal.

Scootaloo stood in a pose to show off her long legs and stunning outfit. She wore a decorative black corset, accenting the streamlines of the sleek pegasus. On her lower half, a short fuchsia skirt, the hem laced with white. The upper hem-line fell just below her tail-base, fitting just loose enough to show off the black garter-belt with straps that ran to the red silk stockings on her hind-legs. Around her slender neck was a black silk choker, also laced with white. She had little silver star earrings dangling from her ear-tips, and ribbons laced through her large wings. In fact, he noticed that the ribbons were tied in such a way to hold her orange wings to her sides.

The orange pegasus giggled and shifted nervously under his intense staring, “Hi, Star. Like it?”

The colt could only nod dumbly, till he noticed Luna watching him. He coughed and looked between them, “So uh...what exactly is going on?”

Scoots rolled her eyes as the Princess laughed. “Dear StarStep, what doth it look to be?”

“Uh...it looks like Scoots is trying to seduce me in front of you.” Both of the mares laughed at that.

Luna used a wing to push the colt closer to the beautiful pegasus filly, “I doth believe, thou had a question for her?”

Nervous, Star nodded to his Princess, before stepping over the flowerbed into the grassy circle with his friend. He couldn't meet her gaze, her outfit made her far too desirable to think straight. “Um...Scoots...I um...Princess Luna and I were talking and, I uh.” A hoof reached out to raise his chin, he met her slightly purple eyes and felt a calmness creep over him. That look she gave him, caring and understanding. It was the exact same one she'd given him before. Yet, it held new meaning for him now. He felt he could return the feelings. She wasn't just a friend to him anymore.

“Scootaloo, I'd like to court you.” He whispered, afraid his voice would break.

The orange pegasus giggled and caressed his cheek, “Oh Star, you're so silly. I think what you mean to say is, you want me to be your mare-friend.”

He smirked, “Yeah, that too. But...I don't want it unless you and Luna want to be a part of the relationship together. I just...I don't want it to get all awkward and weird.” Both of the mares laughed again at some shared joke. Star glanced from one pony to the other. “Am...I missing something?”

Scootaloo glanced over at the larger alicorn, grinning like a cat, “Princess Luna, may I court you too?”

The Princess was grinning back, just as mischievously, “Indeed, I accept thy courtship and offer mine to thou.”

“I accept your offer, Princess.” She smiled and pulled Star closer by his ears, “And I accept yours as well.” She kissed him hard and firm, her lips locking to his in a desire. The world blanked out for a moment before she released him. Staggering slightly from lack of breath, he noticed Luna watching with amusement.

“Bwah...but? I mean...” He blinked and shook his head clear, “You two already talked about this, didn't you? I mean...I didn't even know you liked mares, Princess.”

The mares shared another look and a laugh, “Indeed, dear Star. Thy new mare-friend did propose such to me. And I hath had many lovers through the ages of all races and genders. I suppose, I am most surprised to find thy...excuse me, our, mare-friend hath had feelings for me as well. I would have refused such an advance had it not been for our shared affections for thou, dear Star.” She trotted over, her long legs clearing the flowerbed to join them in the circle. She nuzzled at them both.

Star blinked at his Princess then at the hotly blushing filly in front of him. “Scoots...you love Luna too?” She nodded, her eyes looking away in her embarrassment. “But...how, when, I mean...I'm so lost.”

Scootaloo giggled softly as she shared a look with the alicorn, “I...guess being around you growing up, with that obsession of yours...it sort of rubbed off on me. I started to understand what you saw in her. Beyond being a moon-goddess. Her being...well...a pony, just like us.” She nuzzled at Luna's cheek. “Who needs love too.”

“Luna, I mean, you hardly know Scoots, is this ok?”

The blue alicorn laughed delightfully, “Tis because of thy long relationship with Scootaloo, that I find myself at ease with her. Thou share many splendid qualities and she only asked to pursue my affections, to assist in thy struggles with the heart. While I am not ready to accept thou as lovers yet, I am pleased to find not one, but two ponies who care for each other as much as they do myself. Now, perhaps an exchange of courtship gifts is in order.” She grinned. “If thou dost not mind, I have an idea.”

The two smaller ponies glanced at each other and shrugged, “I suppose not. I guess my flower wasn't a very long lasting token, was it?”

Luna smiled warmly, nuzzling and giving him a kiss on the nose, “Neigh, despite my spells, the flower is fading. But it was an endearing gift. I propose something shared and personal between us. Each of thou, remove two of thy feathers.” She unfurled her own wing, nipping through the plumage to find a loose secondary. With a shrug, the other two followed suit. Digging about in their own wings to find two loose feathers each. Then, with two orange feathers, two blue-grey, tipped with black, and one dark blue, laying on the ground before them. Luna used her magic to lift the chain from Star's neck.

The alicorn's horn glowed brightly as the silver linked chain shimmered, split, and formed three total chains. Then, she levitated the feathers and with a flash of blue-white light, it was finished. She laid the chains around each of their necks. Star's necklace now held Luna's and Scoots. Scoot had his and Luna's. And Luna wore each of their smaller feathers around her slender neck. “Dost thou feel these are fitting?”

Star stroked his with a hoof as Scoots held hers up to her nose and nuzzled at them gently. He felt like a bond was formed between them. For a pegasus, the feathers were an old gesture of affection. A courting method that had fallen out ages ago. Perhaps they'd start the trend up again. High society did enjoy mimicking the Royals.

Luna leaned down, kissing Star sweetly, for which he was all too grateful. He resisted again resisted the urge to push further, and so relented to the sweet taste of her gentle lips. She pulled back with a warm smile, turning to Scootaloo, and gave her a kiss on the nose and an affectionate nuzzle. She glanced between them, “Perhaps in time, as we grow to know each other, we shalt find warmth in each others embrace as lovers. However, it is not now. Thou hath history, so there is no shame in the two of thou knowing such passions. Beside...” She smirked at Star, “Thou hath much learning to do about pleasing mares.” She hopped over the flowerbed and trotted to one of the stone benches surrounding the clearing. The alicorn slid up onto the surface and watched them with an amused smile and a twinkle in her eyes.

The blue-grey pegasus blinked and looked at his new mare-friend. Scoots was looking at him with one of her teasing smiles. “So...now that, that's out of the way.” She said, turning in a circle, showing off her outfit to him. She flicked her tail up to swish against his nose as her backside turned past him. He caught the briefest of glances under the hem of her skirt and the white panties that hugged at her flanks.

Startled, the colt could only glance at the alicorn watching them before his eyes returned to drinking in the beautifully sleek pegasus. He hissed softly at her. “Erm...are you trying to make me all...awkward in front of the Princess? She's kinda watching.”

Scootaloo laughter, cheerful and bright as she leaned in to nuzzle under his chin and give him a little nip, “Oh yes, I know. She's just going to watch us play.”

Star felt his cheeks burning, “But...but...I mean...she's the Princess and...” A hoof to his lips silenced him.

“No....Star, she's our mare-friend now. She may not want us as lovers right now, but that doesn't mean she can't share in our love for each other. You need to be more comfortable around her.” The orange pegasus nibbled down his neck and teased a tongue at one of his wing-bases. He moaned softly. “One day, if she'll have us. We'll be intimate with her too. You need to get used to the idea of a relationship between more than one pony. And so, she's going to watch, and you're going to make love to me.” She bit his neck and sucked firmly, leaving him hissing in delight and pain. “Now...how about you show me what you think about my outfit? I don't dress up for just anypony.” She pulled away with a wink, and wiggled her plot with a smirk.

StarStep glanced at Luna. She smiled at him, still in her spot on the bench. It felt really weird. His Princess watching, while he did...naughty, intimate things to Scootaloo? Could he really do it? But...Scoots did have a point. If things kept progressing as they were, one day, he and Luna would be lovers. Quite possibly with Scoots along as well. If he couldn't learn to be open with both of them, it was going to get far more awkward as the relationship progressed. He looked at Scoots and her very seductive outfit. What was it about ponies and teasing clothing being so...sexy? He remembered the discussion about it with Luna the night of the griffon diplomatic party. He also wondered just what the alicorn had worn as undergarments that evening. He never did get to see.

With a defeated shake of his head, the colt began to kiss down the orange pegasus' neck, butterfly kisses to the front of her throat, just how she liked them. He wiggled his tongue under the choker, teasing the coat. The filly cooed softly and ruffled her ribbon-bound wings. “Star?” She whispered. He paused to nuzzle up to her cheek, his ear close to her muzzle to catch her soft words. “Luna is made of all three pony races, right?” He nodded. “So...you need to learn how to please all of her. I want you to only play with my wings for a while, ok?” He tilted his head, a strange request, but again, the filly had a point.

Shifting to stand at her side, he nibbled along the leading edges of Scoot's wing, letting his flat pony teeth, massage and tease the muscles and delicate bones beneath. The filly moaned and close her eyes. At least he was on the right track. The colt tilted his head, pushing his tongue between the quills of the primaries, licking at the skin, moistening all he could on the folded wing. Then he used a hoof to spread the feathers and blew cool air across the teased flesh. She gasped, and moaned louder. He could see her wings struggling against the interwoven ribbons that bound them.

The colt walked around to her other side, resisting the urge to nose under her tail and those toned flanks. Along her other side, he bit and nibbled at her wing-base, flicking little licks at the separation of fur and feather. The response was good. She danced a moment on her hooves, licking her lips. Again a ruffle as her wings struggled against the restrains. He took a few secondaries in his mouth and tugged firmly back, she hissed through gritted teeth till he relented, returning to licks and nibbles at her shoulder-joints. He took a moment to glance over the orange pegasus' back. Luna was still watching, calm and smiling. Only her ever moving mane and tail betrayed her stillness.

Scoots seemed pleased, but he felt like it wasn't enough yet. On a whim, he used her little tease on his neck against her. Taking the spot of her wing-base where feather and fur met, into his muzzle. He bit down first, causing her to moan and wiggle about. His lips wrapped tight around the spot and he sucked as hard as he could. The filly whimpered and gasped. He could see the strain on the ribbons now. Continuously pushing, not just a flutter of excitement. She whimper again as he nibbled hard along her curled, restrained wing-edge. He tugged on feathers again, this time resulting in gasps and her hind-legs dancing back and forth against each other. He circled around, catching a whiff of her arousal and snorted in pleasure. He didn't need to look down to know he was erect and painfully aroused by her pleasure. He paused at her side and glanced over at Luna. A thought slipped into his mind, an image of Cheerilee and Twilight.

Chuckling he kissed Scootaloo, causing her eyes to flutter open, “Hang on a sec.” She looked disappointed but nodded. He scurried over to the Princess, her head tilted, an eyebrow raised quizzically. With a short whisper in her ear, her expression shifted from one of puzzlement to mischief. With a burst of her magic, a wide strip of black cloth and a riding crop appeared at Star's feet. Thanking his Princess, he bound over to the rather confused pegasus. “I think you'll like this. Just let me try, ok Scoots?” She giggled softly and nodded as she let him blind-fold her. The filly wiggled a little on her hooves as her ears swiveled about to listen for him.

The colt went about building her desires again, licking, nipping and tugging feathers. In short order, her wings were straining against the ribbons again. She moaned and gasped when his hooves massaged into the tense, pushing muscles, forcing them against her sides as he blew cool air again into her flesh. Now that she was so wonderfully aroused, he bit her wing-base hard, she yelped softly and licked her lips. So he bit further along her edge, she moaned and nodded, her tail flicking back and forth under her sexy skirt. Then, taking the crop, he snapped it firmly against the leading edge of her wing, she cried out, her legs shook and she started panting. He kissed and teased his tongue against the strike-spot, making her moan. He struck again, a little harder, she gasped and whimpered, her hind-legs were quivering.

“Staaaarr...Oh...again, one more, oh...” She pleaded. The colt was happy to oblige, licking at her mark to make her gasp, before turning his head and swinging down in a wide arc on the spot, stinging her sensitive wings one more firm time. She moaned out, half cry, half whimper as her wings shivered, struggling against the ribbons, her hind-legs now fully shaking. She was panting, gasping for air when her fore-legs suddenly buckled and she was rolling her head back and forth on the grass, just moaning with her rump raised high.

Curious, Star glanced at Luna. She was still smiling, a twinkle in her eyes as she watched the filly. The colt dropped the crop and nuzzled at the pegasus as her moans lessened. “You ok, Scoots?”

“Mmmm....oh yes...Why don't you go behind and see what you've done.” She giggled, licking her lips as she wiggled her raised rump.

Star kissed her and wandered around the filly. Lifting the hem of her soft skirt and he admired the way her white cotton panties hugged her sleek pegasi rump. The colt raised an eyebrow at how soaked they were now. Dripping from the broad wet spot on the fabric. He nosed between her flanks, the filly raised her tail for him, gasping at the warmth of his breath as he inhaled her scent. She giggled and moaned as he licked at the panties, tasting her orgasm soaked fabric.

“Star, love?” She panted.

He lapped a few more times making the filly shiver before he answered, “Yes, Scoots?”

“Mmm...how about you finish what you started?” She reached back a hoof between her thighs, pulling the edge of her panties to the side, slipping it free to expose her raised mare-hood. Damp, with moisture gathering at her tight lips now that the fabric was no longer absorbing it. Blindfolded, wings bound, and rump exposed to his desires, there was little he could do to stop himself. Star reared up, pulling his hips close to hers with his fore-legs tight around her corset clothed sides. He had no problem mounting the filly. A few prods and he was sliding into her warmth. At this point, he didn't care that Luna was watching him. They looked into each others eyes as he began to ride the filly. It was still...weird, but in some way, it was a turn-on to ride Scootaloo with his Princess looking on. Approving.

Star couldn't rut her as fast with her in this position, but he made up for it with thrusts that drove her body into the soft grass. His passionate love making, cause the pair to moan and gasp. Star's wings were in full spread, the fillies were still tied. Somehow, her being partially bound made the mounting all that much sweeter. At some point she climaxed again, her tight toned body milking at his shaft almost caused him to lose himself. But he gritted his teeth and slowed to let her ride it out. With deep breaths and a more steady pace, he managed hold on long enough to bring her again to orgasm. By now she was whimpering and rolling her head about tiredly. Her hind legs were quivered and pressure on his shaft increasing as her body was losing strength to hold herself up. So, the colt gave in at last, putting more effort into his last few thrusts to bring him to peak. He moaned as he held onto Scoot's body, while his colt-hood gushed in her. He felt so exhausted, in a slight haze when at last his member softened to slip from her body and the pony collapsed onto his side, pulling the orange pegasus with him. There they laid, Star spooning Scootaloo and kissing at her neck through his afterglow.

At some point, Star awoke to the warmth of a blanket. He reached out to tug at it only to find it was made of dark blue feathers. Curious, he glanced behind him and found Luna was curled up next to the two tired ponies. She smiled at him, leaning down to give him a kiss on the nose, her wing blanketing the pair. “Princess...I...Thanks.” He didn't know what else to say.

The alicorn nodded, seemingly content with his unspoken words and cuddled up with her two new suitors under the moonlight. High above, in her ivory tower over-looking the gardens, Princess Celestia gazed down at the three dozing ponies. She'd seen everything. With a soft giggle and a slight smile of mischief, she shut her curtains before returning to bed. Breakfast was going to be fun, she thought before curling up for her own much needed rest.

Author's Notes:

Two things I should note at this point:
First, don't take everything at face value. There's a lot of things going on behind the scenes that you're not aware of yet. This includes Scoots and Luna.
And second,
A lot of this story was written on the fly, as the muse struck me, so to speak. It's an experiment in organic writing. What I'm basically saying is, if you find something in the story you feel as sudden, read on to see what I've done with it and then make your judgement.