Author's Notes:

It's the first chapter with sex in it! There are four scenes, separated by line breaks, and the second and fourth are explicit. Both can be skipped without missing anything important.

Later, after they’d left, Sunset could admit that it had not been her most graceful ten minutes ever. In her defense, she could use magic again! Normally! With her horn! She didn’t have to walk around on her hind hooves anymore! Sure, she had practice at it, but nothing compared to being the right shape again.

Twilight and Rarity, meanwhile, used the time Sunset had spent cavorting around like a filly to familiarize themselves with their changed, and in one case new, limbs. Their first steps were wobbly, but they soon worked out the implanted muscle memory and, within a few minutes, were trotting around like natural-born ponies. They likely would have given in to impulse and started playing with Sunset, too, had Tall Order not cleared his throat.

All three fillies gradually came to a halt. Sunset offered a weak grin. “Hi?”

Tall Order, thankfully, was concealing a faint grin, instead of any actual annoyance. “By all means, take your time. The Princess informed me that there would be anywhere from one to six of you needing temporary disguises, so I took the liberty of overestimating, as it were.” He pulled out several bottles of what, for all Sunset could tell, was green fire, and set them on the floor.

They looked at each other. “What’s that?” Twilight finally asked.

Tall Order blinked. Sunset watched his estimation of their prior knowledge (and perhaps collective intelligence) go down several notches. “These are transformative potions, my dear, courtesy of the changelings here at Clocktower Equestria East. In particular, these serve as ‘anonymizers.’ They’ll make you look like a random pony, instead of the Princess of Friendship and the Element of Generosity, among other things.”

Another glance at each other, and shrugs all around. Twilight levitated one of the bottles, while Rarity, having had little practice and careful of the glass bottle, settled for cradling hers in her hooves. Sunset pulled the seal off for her. Rarity toasted her, plucked up some nerve, and downed the whole thing in one go, with Twilight quickly following suit.

When all was said and done, two earth pony mares stood in front of Sunset. Twilight’s coat was now a dusty light blue, with a pale violet mane to match, while Rarity was a cool mint green, her umber mane and tail cut into a short bob.

Rarity pulled some of her hair in front of her eyes. “This... will grow back, yes?”

“It will,” Sunset confirmed. “Your cutie marks are different, and nothing permanent can do that. Think of it more like a tangible illusion than an actual transformation."

“Our cutie marks...?” Twilight wondered, and nearly tripped over her own hooves trying to get a look at her hindquarters. “Is that on the fur, or on the skin, or both?” Twilight’s new cutie mark was a pair of glasses frames; Rarity’s, a ribbon tied in a bow. Both were vague enough to mean pretty much anything.

"Focus," said Sunset. "You're not actually earth ponies, either; you've still got unicorn magic, you just can't do anything with it. Same way Twilight had wings when she came through but if she's a real alicorn I'll eat hay as a human. The Twilight from here is, though, so my guess is you're the same shape because...." She shrugged. "Magic, I guess. Yes, Twilight, we can stop at the library before we leave."

“I already know who Sunset Shimmer is,” Tall Order broke in, “but the both of you will need names as well.”

“Cross Stitch,” Rarity said promptly.

Twilight looked a little lost until Sunset suggested, “Emma Leigh.” It took a moment, but Twilight got the joke and burst into giggles. Rarity and Tall Order just looked bemused. “Emma Leigh it is then.”

Once that was settled, Tall Order put the empty bottles back in his saddlebags and gestured for the three visitors to follow him. The walk through Ponyville was uneventful, as none of them knew anyone from the town and Pinkie was presumably dealing with the lunch rush at Sugarcube Corner. It took them about fifteen minutes all told to reach the Clocktower interior and be granted visitor’s badges, after which they were left to their own devices in a great central hall.

Well, to Tall Order’s devices, anyway. He coughed a little to get their attention back from where it had wandered into the far corners and vaulted ceilings of the vast hall. “Now, since this all was a little short notice, I’m not sure what exactly you’re looking for. I could give you the standard tour, inasmuch as we have a standard, but why don’t you save us some time and tell me what you need instead?”

Sunset left off gawking at the decor - though she would bet anything the statue in their Clocktower was based on the one that made up the centerpiece of this room - and gave Tall Order the short version of the last couple days. “So honestly, as much as I’d love to stay here and play all day, it’s probably more important that we learn how to actually run one of these. Right now all we have for resources is a big empty cave, the seven of us, and whatever leftover magic still works; we need to fix that, the sooner the better.”

Tall Order tapped a hoof against his chin. “You could apply for a grant from the Princesses,” he said. “Normally that money goes to new Research Lab projects, but I don’t see why this wouldn’t count as ‘an experimental venture for the benefit of all sapient life’.”

“We’d also like to visit the lab here if we can,” Twilight said. “There’s a space set up for it back at... well, back home, but it would help to have some idea of how to furnish it.”

“Not to mention, clothing is rather more mandatory where we come from,” Rarity said. “I admit I’m here more out of an aesthetic curiosity, but that’s certainly no reason not to do a little research of my own.”

“Hang on - Mr. Order, are bits still made out of solid gold?” Sunset asked.

The stallion shrugged. “As far as I’m aware.”

“What’s the gem-to-bit ratio like these days?”

“That, I’m less sure of. I know Princess Twilight has a dragon who goes through them like candy, so it can’t be that much, even on a royal stipend. Why?”

Meanwhile, both Rarity and Twilight were boggling at the idea of gemstones being used as casual currency - Rarity even more so, since she probably spent a couple days out of the month sighing over the jewelry she couldn’t afford.

“Both gems and gold are worth way more where we live,” Sunset explained. “Two bits buys an apple, right? It could probably buy us an orchard.”

“I have some contacts in the jewellers’ world,” Rarity volunteered. “They should at least be able to give us a fair price, if not pay it.”

“And cash is king,” Sunset finished. “Even if we can’t get what we need outright, with some patience we should have more than enough money to cushion us while we figure out how to get a reliable income that won’t crash the global diamond market.”

Tall Order, whose estimation of their general ability to think for themselves had by this point risen to surpass his original guess, took over the conversation. “In that case, it seems I had better show you three over to CTRL to begin with - the Clocktower Research Labs. They come up with most of the products that finance the Clocktowers as a whole.”

Twilight wrinkled her nose in confusion, even as they started following Tall Order across the hall. “You can’t seriously mean this entire thing is run off the sales of sex toys.”

Tall Order laughed. “Do you brush your teeth?”

“What? Yes!”

“Then you’ve used a CTRL product. Not everything is dildos and fuck machines in there. A lot of it is, but they’ve been operating for over a thousand years. Toothpaste, condoms, almost every kind of lubricant, even pencil erasers were invented by Clocktower researchers. I wouldn’t be surprised if a good two-thirds of the material goods market was owned by the Society under various names. Of course, it’s not like most of the ponies involved are aware that, say, the box springs in the mattress they’re selling are repurposed from a failed restraint project, for example.”

There wasn’t much anypony could think of to say to that, and it wasn’t until they got to the end of the room that Sunset realized they were missing a person.

“T-Emma!” she called, seeing Twilight absorbed in some kind of information board behind them.

No reply, either because Twilight had forgotten her fake name or because she was reading and not paying attention. Or, likely, both.

Sunset trotted over to her to pull her back to the group. “Don’t make me put a bridle on you,” she grouched, with just enough of a lilt to her voice that she knew Twilight could tell she was joking.

Instead of the snort she’d expected, Twilight was silent. Sunset looked back to see her blushing furiously and looking a little shy. “Hm?”

“I might, um,” Twilight mumbled. “I might like that? I think?”

“Oh?” Sunset said, stretching the word out luxuriously. “Well. I wonder just wherever we might find someplace that could help us figure that out.” That got the giggle she was looking for. “After all, it’s not like we’re in-”

“Sunset!”

“-in a secret society just for BDSM or anything like that, nooo-”

“Come on, don’t-”

“-I guess we’ll just have to muddle on through, hope that-”

Twilight hip-checked her gently through her own laughter, making Sunset take an extra step and lose the rest of her sentence. She nuzzled Twilight’s cheek, glad that being a pony made the gesture that much simpler. “If you want to, I would love to see you all bridled up, ready to be led like the good little pony you are.”

And, oh, the blush was back. Not that Sunset’s cheeks weren’t a little rosy, too.

Both Rarity and Tall Order looked vaguely amused when Sunset and Twilight returned, having caught the general tone of the conversation if not the words themselves.

“Ready, then?” Tall Order asked, and at their nods, led the way down the hall marked “Clocktower Research Center and Laboratories.”

The lab was... unusually quiet, as far as Sunset could tell. Most of the ponies in the room were gathered around a window that overlooked a small, clean room with some kind of contraption in it; some of them held clipboards and pens at the ready. One of the researchers noticed them and broke away from the pack.

“Hello there,” she said hurriedly. “Right now we’re running feral dragon strength tests - you’re welcome to stay and watch if you want, but if you need something non-urgent it’ll have to wait. Also, none of the toys in here are safe to use, but if you’re going to masturbate, please wash your hooves after.” She pointed to a sink in the corner of the room and hustled back to her spot at the window.

Sunset glanced at her companions, only to find that they were just as confused as she was, including Tall Order. When they looked to him, he said, “I’m not a part of CTRL, I don’t know what’s on their roster. You don’t have to stay, but remember that whatever happens, it’s consensual. Don’t worry.”

They shared another look, and then, almost as one mind, turned to watch the testing area below them.

Scald panted, letting his saliva drip on the floor. He’d already dropped to all fours, claws scraping across the tile, and the muzzle band pressed hard against the bridge of his snout. It was tempting to slip into character there and then, but he’d signed up to test this rig of theirs, and they weren’t ready yet. He was twice the size of a grown stallion, so there was little chance of him being legitimately forced anywhere.

Right after he thought that, a pony entered the side room they were keeping him in. Scald growled a low warning. The pony balked for a second, wary, but continued along Scald’s side to the latches keeping the dragon anchored to the wall and floor. The pony left his collar lead alone and undid the wrist and ankle restraints first before moving back towards his head. Scald lashed his tail and glared balefully, though he was careful not to actually hit the pony, who had taken his lead up in her magic.

The pony glared right back. “Behave, and maybe I’ll let you open your mouth.”

Scald laughed a little, though it was muffled by the muzzle. Even so, he curled his lip back to give the pony a good view of his teeth. He may have been captured by these ponies, but damned if he would be tamed by them.

A jerk to his collar prompted him to step forward, which he did, if begrudgingly. He was led into a sterile white room, not expansive but large enough that he was in no danger of hitting the walls. In the center of the room, there was a... thing. It looked like it was made of some kind of dark metal, and had a few adjustable parts.

Scald tried to stop, and was surprised by a light sting to his ass. He whirled, growling, as far as he could before being pulled up short by his lead. A pegasus stood near his hindquarters, wielding a riding crop.

He subsided. The first pony led him to the thing and clipped ties to his collar before unhooking the flimsier lead. Another pony, without a horn or wings, approached him and took his head in his hooves.

“Hey, hey,” the pony said. “Listen. Listen.”

Scald snorted and jerked his head up and back. He didn’t get far, and was rewarded with a slap across the face and another smack with the riding crop. He got the message.

“Hey, buddy. It’s okay. You wanna give that safety bell a ring for me?”

Scald lashed his tail again, ringing the golden bell once and oh-so-incidentally snapping the tip against the flank of the pony with the riding crop. He heard a yelp behind him and saw the earth pony struggle to fight a laugh. Scald himself had no such compunctions, and let his amusement rumble through his chest.

“Okay. You gonna cooperate?”

He exhaled long and forcefully through his nostrils. As clear a we’ll see as he could make it.

The pony didn’t wait for more of an answer than that. He dragged a reluctant Scald over to the metal thing and manipulated it so that Scald was more or less locked into it, all four feet on the ground, tail lifted to expose his vent, and head closed in a cage made of a few metal beams, so that he didn’t have more than a few inches to move in any direction. Two bars under his hips and sternum made sure of that.

Despite himself, Scald felt blood start to rush towards his groin. He twisted, but all that accomplished was rattling his new prison. The situation only worsened when he felt hooves gently squeeze the base of his tail. Great Fires, were they going to-?

He couldn’t stop the alarmed noise in the back of his throat, nor the flush of shame up his spine as his sex everted, fully erect in embarrassingly little time. Just as full-throated was the pleasure that came immediately after.

Fine. They wanted to fuck with a dragon? Scald wasn’t so proud as to refuse to take advantage. He shifted a little, braced his weight, getting as comfortable as he could. Whatever the hell they wanted, he only had to be concerned with what he could get out of it. Unfortunately, the cage left him wanting as far as friction and purchase went.

The earth pony reached a hoof between his hind legs, and Scald watched with interest as the stallion teased at his own sheath and balls. At the same time, the mare with the riding crop brought it back to bear, lightly snapping it against the sensitive underside of his tail and thighs. He jerked, but realized that this was retaliation for his sass earlier, and subsided. Once the initial surprise was past, Scald realized the sensation wasn’t unpleasant at all, instead melting into a warm heat that at once relaxed him and drove him further into lust.

The stallion sat on the ground, one forehoof braced behind him and the other gently rubbing at his erect cock, almost aimlessly. He was close enough that Scald could smell his arousal, and for all that he had fought against this earlier, he couldn’t stop himself from inhaling deeply.

The earth pony chuckled a little. “Well, that’s a nice ego boost. Not every day I get a dragon wet without even touching him.”

Scald flushed, but it was true. Precome had begun leaking from the grooves on the underside of his twin cocks, dripping onto his hind legs and the floor. The pegasus mare trailed the tip of her riding crop down one of the grooves. Scald shivered and rolled his hips against the metal bar without meaning to.

The mare giggled and trotted around beside Scald, looking him in the eye. “So here’s the deal.” She idly licked the edge of her riding crop clean, ignoring his expression. “Lucky, here, and me are gonna do whatever the hell I want. If you can break out of that-” She flicked the crop against one of the bars to indicate the cage. “-then you get to come. Any way you want. If you can’t, then I guess we’ll just leave you there until someone more kindhearted comes along.”

Scald blinked.

The mare grinned. “Knew you’d be game.” She strode over to the stallion and kicked his legs apart. Lucky, who apparently had more prior knowledge of this than Scald, lay back and licked his lips, prompting the mare to spin neatly and crouch down, straddling his head.

The stallion tilted his chin up eagerly, lapping at the mare’s sex with very little finesse. He made up for it with a great deal of enthusiasm, and the mare groaned in appreciation. “Aww, yeah, that’s a nice warm-up. Get in there, you know you love it.”

Lucky made some muffled noises, then gave a recognizable yelp when the mare smacked her hoof lightly against his cock. She laughed and did it again, to his obvious gratification. “Isn’t he a cutie?” she said to Scald. Somehow, her tone was conversational, if breathless. “Such a pain slut, but you’d never get him to admit it out of a scene. Gotta get him begging for it first, practically. Good thing I’m patient, half the Doms here woulda just gotten bored before then.”

Lucky was squirming back and forth at this point, and when the mare stood, he tried to keep his mouth on her. She kicked him in the shoulder for his trouble.

“Hey! Did I ask you to do that?”

He refocused on her, hazily, and slowly shook his head.

“I don’t keep you for your creativity, slut.”

He stared at her through the fog of subspace, clearly not understanding what she wanted him to do.

She tapped the bottom of his chin with the riding crop. “Hello? Anyone in there?”

It took Lucky a second to claw up an actual response, but eventually he said, “Y... yes.”

“Yes what?”

“Yes, Mistress Thundercrack.”

“Better. Get up.”

Thundercrack directed him with the riding crop, until Lucky was half-bowing with his chest and forehooves against the ground, and his ass high in the air. It was almost invisible, but Scald could see the muscles of his thighs trembling as he worked to keep the pose. Lucky’s cock bobbed underneath him; only Scald paid any attention to it.

Out of Lucky’s sight, Thundercrack snuck a hoof under herself and ground against it briefly - Scald guessed to take the edge off. She considered something for another moment, then set the riding crop off to the side.

“Okay, listen up, fucktoy. I’m nice, so I’m gonna give you a chance to make up for breaking the rules just now. First off, you move or you talk without my say-so, and I’ll cuff you and leave you there and find a real sub who can actually get me off.”

Lucky swallowed and whined, just a little.

“Shut up, no one asked you. Here’s what you’re gonna do to get back in my good graces. You’re gonna tell me why you’re here, and every time you get it right, I’m going to slap your ass as hard as I can. Every time you get it wrong.... Well, I guess you just better hope you don’t.”

The stallion’s tail flagged to the side as he shivered, but he kept quiet and still.

“Good. Impress me.”

Lucky took a great, shuddering breath. He pressed his cheek into the floor to make it easier to talk. “I’m here because you want me to be here,” he said hoarsely.

Thundercrack’s hoof left a red imprint on Lucky’s flank. He gasped out his gratitude semi-coherently.

“Why else?”

“I... I’m here... because....”

“Stop stalling.”

“You... I....” Lucky glanced frantically at Scald, ears flat back to his skull. “I’m here because... so you can show off to the dragon?”

Scald, facing both of them, was the only one in the room who got to see Thundercrack’s expression as she divested herself of whatever idea she’d previously been working with and started improvising wildly. She caught him staring, winked at him, and licked her lips before grinning wickedly.

“Are you,” she purred. “By all means, elaborate.”

Lucky squeezed his eyes shut and went for broke. “You’re... you’re here for him,” he said thickly. “I’m, like you said, I’m a toy, I’m just here so you can....” He trailed off, looking for the word. “Practice? No... you don’t need practice, but he’s, he’s so much better than me, you want to make sure he likes what you want, want to make sure he can follow orders, not like - ah!”

Thundercrack lowered her hoof. “I might be here for him, but I don’t like my toys lying to me. You’re worth exactly as much as I say you are, got it?”

Lucky’s only reply was a soft, desperate keen. To his credit, he didn’t break form. Thundercrack waited patiently for him to come down, and paced in front of him to check how he was doing while she was at it.

“Please,” he gasped. “Please, please.”

She put a hoof on his muzzle and leaned her weight into it. “Did I say you should beg? No? Then should you be begging?” She barely waited for a reply. “No you shouldn’t. Right answer.” She trotted around behind him again. “I think that’s enough for now. Count for me - if you can get to ten without coming, you can eat me out.”

Her hoof struck Lucky’s flank again, and Scald started at the sound. He’d gotten lost in the scene, a little, but now he closed his eyes briefly, hearing his heart pound in his ears. He wanted, not specifically any one thing but just the sheer overwhelming greed that was his nature, the instinctive and singular desire to possess, to keep, to claim. It was an urge so strong and base that it threatened to drown his arousal, but the slap of hoof against flesh and the heady scent of sex brought it to the fore.

He opened his eyes and shoved.

Nothing. Frustrated, he lashed his tail as much as he was able. Fine.

Desperately trying to ignore the pair in front of him, and the increasingly slick floor behind him, Scald rubbed the buckle of his bridle up against the bar at the side of his head. Not fast enough - there weren’t any sharp points to catch on it. He couldn’t get any of his feet more than halfway to his belly. No, no, fuck this, he wasn’t going to sit here trapped and wanting and-

With what little space he had, he rammed the side of his head against the metal bar. This time, the buckle caught and bent, and he ripped the muzzle away with a hiss.

He took a moment to stretch his jaw as much as he could. Dragons, while possessing very little in the way of the muscles that opened the mouth, had one of the strongest bite forces in the world. It was a matter of simplicity to turn his head to the side, close his teeth around one of the bars holding him in, and yank.

With a great screech, the metal sheared away from its previous form, and once he had that initial leverage, the rest of the cage met a very violent, sudden end. Scald wasted no time, and pounced.

He didn’t bother even trying to fuck either of them - he was so on edge that just the friction of their fur against his scales tipped him over into orgasm. “Mine,” he growled.

Scald coiled around both ponies. He made sure they could breathe, but otherwise gave in to the instinct to hold close everything that was his, where it would be safe, where it was supposed to be. He ignored their startled cries. Not done yet. What else? Oh.

He wrapped his tongue around Lucky’s cock and milked him for all he was worth. Once that was done, he turned to Thundercrack, but she waved him off, already clamping down around her own hoof. He ceded her orgasm to her and wrapped himself more snugly around his prizes. His claim. His.

Amid the groans and babble of the scientists, Sunset gradually became aware that her mouth was hanging open. She shut it and (hopefully subtly) wiped a bit of drool away before looking around at the rest of the group.

...Who weren’t in much better shape than she was. Sunset would be lying if she said that didn’t make her feel a bit better. Twilight was blushing beet red even though her light blue fur, and her tail twitched back and forth. Rarity’s eyes had glazed over a bit; she kept lifting one of her forehooves slightly and putting it back down, as if unsure what she was going to do with it if she got any further. Out of the four of them, only Tall Order looked unperturbed - and that illusion was quickly dispelled when Sunset looked down.

They might have stood there for some time, had a dozen ponies not needed to get past them to various workstations. They regrouped in an out-of-the-way corner to have a hushed conversation.

Well, the start of a conversation. What actually happened was that Sunset blurted out, “Isn’t that uncomfortable?” and immediately wished she hadn’t.

Tall Order just smirked a little. “I’ve had worse,” he said mildly.

They stared at him.

He blinked. “Oh. Yes, that did sound a little.... Never mind. I am supposed to be your guide, after all, and it seems rather rude to leave you. This wasn’t what I had expected would happen, but I suppose it serves as well as anything else to introduce you to the Labs. I....” He paused. “I’m sorry, I’ve completely forgotten what it was you wanted to do here.”

“Uh,” said Twilight. “Uh, there was a, um.” She glanced wildly at Sunset.

“Clocktower,” Rarity said. “Ours, I mean. It needs... things. That.”

Sunset laughed helplessly. “Stars, we’re a mess.” She shook her head in an effort to clear it. “Right. Tw- uh, Emma, you wanted to ask the researchers things, yeah? And Cross Stitch was going to look up....” Sunset groped for the information for a second, then gave up. “Honestly, do whatever you want, but maybe stay in the main hall so we can find you?” Rarity nodded, the haze in her eyes already fading, replaced by a sharp curiosity. Sunset turned back to Tall Order. “And I need to talk admin with you.”

In an undertone, she added to Twilight, “Are you okay if we split up?”

Twilight bit her lip and glanced between Sunset and the ground. “I just - what do I do?” she whispered back.

Sunset stopped and really looked at Twilight for the first time since they’d walked in the room. What she saw was - well, a pony, but beyond that, a person who was utterly out of her depth, not at all used to the sensation, and on the verge of panicking about it. Sunset gently lifted Twilight’s chin with a hoof. “Do you want me to tell you?”

Twilight nodded. Some of her previously faded blush returned.

“Okay. I know you’re-” Sunset paused for just a second to choose her wording, then decided to go with whatever she thought of first. “-horny, and that’s fine, but you’re not gonna do anything about it, and you’re going to ignore it as much as you can. We’ll find someone who’s got the free time to answer questions, and I want you to ask literally every question you can think of. Even if it’s embarrassing, we need the information. Get some paper and take notes. Can you do that for me?”

Twilight nodded, eyes wide and mouth small.

“Good. If you finish before we do, or you need to leave, go down to the main hall and find Rar- find Cross Stitch. We’ll meet up by the map.” Sunset paused, as a thought occurred to her. “Hey, Tall Order, does the actual clocktower work? Like, does it ring on the hour?”

“At seven,” he confirmed. “But it’s only half past one. I’ll keep track of the time.”

Sunset gave him a quick smile in thanks. “Okay, so we should probably leave here at... fourish? We’ll come get you. Okay?”

Twilight took a deep breath, let it out a little shakily, and smiled. “Yeah. Okay. Thank you.”

Sunset exhaled a little, too, in relief. She hadn’t been sure she could pull that off, but she was glad it had worked.

It took about ten minutes to sort everything out with the researchers, but once it was clear what they needed, a griffoness volunteered to show “Emma” around the lab. Rarity had slipped off on her own after procuring a pen and some paper, leaving Sunset and Tall Order to walk to the offices at their own pace.

“So, you gonna put a collar on that filly?” Tall Order asked conversationally.

Sunset did a double-take. “On - on Twilight?”

“Mm-hmm. Unless I read that wrong...?”

Sunset rubbed the back of her neck with a hoof and glanced away. “Um, not... no, I guess you didn’t.”

The stallion’s tone became more sympathetic. “Complicated?”

Sunset sighed. “You could say that. I’ve had a crush on her for... probably three or four months now, but we both have... issues, and I didn’t want to pressure her.... And then all this happened, and I didn’t even know she was kinky, but - augh.” She scuffed a hoof on the floor. “It’s a disaster.”

Tall Order hummed. “Turn here. You like her, though, don’t you? And she likes you.”

“I... I think so. I hope so.”

“Then I think it’ll work out. You fit well together.”

Sunset couldn’t think of anything to say to that, which was just as well, as they’d reached Tall Order’s workspace, a large conference room that he shared with three other ponies.

“So, I actually do requisitions,” he said, “but I know enough about how we run everything else that I can help you with that. Emma’s going to cover how the Fire actually works, so that leaves you with....” He opened a drawer and dumped a sheaf of papers onto the table. “Paperwork.”

Sunset groaned. “I signed up for this.”

Tall Order just laughed.

Predictably, it took about three minutes after the others had left for Rainbow to decide she was bored out of her skull. Because it was Rainbow, that meant she made it Applejack’s and Fluttershy’s problem, too.

“I’m boooooooooooooored.”

“We noticed,” Applejack said, unimpressed.

Fluttershy took a more diplomatic approach. “Well, why don’t we see what’s in some of these other rooms? I’m sure it would be a great help if we could draw a map.”

Rainbow bounced to her feet. “Sounds like an adventure! I’m in.”

“Problem with that,” Applejack pointed out. “We can’t read any of the signs.”

“So what? We can just use the fountain and go from there, c’mon!”

Applejack and Fluttershy looked at each other, shrugged, and followed Rainbow through one of the near-identical archways at the edge of the cavern.

The light from the Fire of Devotion quickly faded, and soon even the crystal sconces lining the hallway were too dim to see by. Applejack flicked on the flashlight she’d brought, glad she’d thought to grab it from her truck.

They reached the end of the hallway as a group, and were surprised to see it open up onto... a cliff?

Rainbow peeked over the end of the ten-foot-wide platform they found themselves on. “Uh, is this it?”

Applejack waved the flashlight around, but all it illuminated was more of an empty void.

“Do you hear that?” Fluttershy asked. She was frowning slightly, with her eyes closed and head turned to one side.

“Uh, hear wh-”

A massive grinding noise echoed from the bottom of the pit. Rainbow and Applejack quickly stepped back towards the wall, but Fluttershy stayed where she was.

“Hey, Shy, you might wanna....” Rainbow started, then stopped when Fluttershy held up a hand. A series of low cracks came from below, then a smoother shifting noise.

“No, it’s... it’s okay. They’re just stretching.”

Applejack raised an eyebrow. “‘They’?”

A sinuous tendril of burnished, living metal crept over the lip of the platform. Fluttershy knelt down to greet it, letting it twine between her fingers. “Hey there,” she said. “I know, but we’re staying. Um, do you think you could maybe make it a little lighter in here? We’d be more comfortable if we could see.”

In response, pale golden light shone upwards, then revealed itself to be a crystal like the ones in the hallways, perhaps a little larger and a great deal brighter. The tentacle holding it reached far above the group, and with a clear chime, it tapped the lit crystal against smaller crystals set into the walls. At each point of contact, light bloomed in a fractal garden.

“Land sakes,” Applejack breathed.

Fluttershy stood, and a few more tentacles rose up behind her to frame her in mercurial bronze. “Would you like to come say hello?” One of the tentacles shoved itself under her hand, and she giggled and pet it a little. “They’re friendly.”

“We have a tentacle room,” Rainbow said. She looked between Applejack, Fluttershy, and the tentacles for a long second before sprinting to the edge of the platform and flinging herself bodily into the pit. “We have a tentacle rooooooooooooom!”

Applejack, whose instincts didn’t remember that Rainbow Dash could fly half the time, rushed to the edge, only to see her enthusiastically playing catch with the tentacles - with, since it was Rainbow, herself as the ball.

“Dash!”

Rainbow cackled. “Come on in! The water’s fine!”

“Rainbow Dash, one of these days you’re gonna get yourself killed and then I’m gonna murder you!”

Fluttershy hid her smile behind a hand. “They really are quite lovely, you know,” she said to Applejack. “All they want is to make people happy, and they’ve been so lonely for so long....”

Applejack stared at her. “Ah, fuck it.”

“Hmm- oh!”

Applejack clicked the flashlight off, then set it and her folded clothes to one side, near the door. “I like these jeans, I don’t want ‘em with holes in ‘em, and I trust ya, Fluttershy, but better not take the chance. Lessee, how is this gonna work?” The last question was mostly directed at the broad tentacle that had risen up in front of her. She examined it, and it drew level with the platform and flattened itself into a steady surface. “Good ‘nough for me.”

Fluttershy toed off her shoes, watching Applejack gradually acquaint herself with the... thing. “Do you have a name?” she asked it.

No. Need?

“It’s up to you.”

No need. Invitation, touch, crave, need.

She stepped lightly into thin air, and watched the bronze limbs rise smoothly to meet the bottom of her foot, pooling as though she was walking on the underside of glass. Fluttershy took a few steps, then a couple short hops, until she was sure of her footing. She found that she tended to second-guess her movements when she looked at what she was doing, so she closed her eyes and let the tentacles half-guide, half-react to some graceful thing between a dance and a gymnastic routine that Fluttershy would never think herself capable of, if asked.

When she opened her eyes, she saw both Applejack and Rainbow staring at her. She smiled at them, feeling somehow powerful and yet very present in the moment.

“You’re beautiful,” Rainbow said, almost involuntarily.

Fluttershy walked towards her, and felt the tentacles under her feet move smoothly to get her there. She relaxed into their hold as she straightened Rainbow’s hair, until she was no longer standing under her own power. “It wants to touch you,” she murmured. “Is that okay?”

Rainbow looked down at the tentacle poking half-out of the collar of her shirt, then up at Fluttershy, bemused. “Intimately,” Fluttershy amended.

Heart-touch. Skin-touch. Want to be wanted. Want wanting.

“It won’t do anything you don’t like.”

“How will it know?” Rainbow asked.

Tastes bad.

Fluttershy bit her lip to hide a laugh. “I think it has a kind of - empathy, if that’s the right word? It wants to do the things you want to do, and if you don’t, it doesn’t.”

Rainbow tipped her head back. “Okay. Okay. I - did you tell it the rules?”

Fluttershy shook her head, and began to do just that. “Rainbow belongs to me,” she told the bronze behemoth. “You touch her in ways I approve of, or not at all.” Her voice remained quiet, but firmed from the willow tree it normally was into hard oak. “You can be rough, but don’t get her off. Only she’s allowed to do that. You pay attention. You understand?”

Yes.

“Good.”

The tentacles retreated from under Rainbow’s clothes, rearranged themselves a bit, and returned to begin kneading at her muscles, especially her back and legs. Rainbow moaned softly.

“I get that y’all are having a moment,” Applejack said, sounding somewhat strained, “but could I maybe get a hand here?”

Both of them twisted to look at her. Fluttershy’s laugh was politely stifled; Rainbow’s gave no such mercy.

Applejack had managed to somehow get herself tangled in a nest of sentient vines. None of it looked very comfortable for either of them.

Help.

Still trying not to laugh, Fluttershy made her way over to Applejack’s side, leaving Rainbow to the tentacles’ devices. A quick glance revealed the problem, and with assistance, both Applejack and the tentacles eventually made it right-side-up with all limbs attached. The tentacles seemed to enjoy the texture and shape of Applejack’s hat, as they had caught it and now had a pair of tendrils off to the side, thoroughly investigating.

Before either of them could say anything, another three tentacles carried Rainbow’s shirt past them, stopping briefly in front of Applejack to fold it so crisply that a military hospital would’ve been jealous.

“Ha ha,” Applejack said, then, to Fluttershy, “So what’s the deal with this thing?”

“Um, it wants - oh my.” Fluttershy blushed. “I would - I wouldn’t say no to seeing that, but....”

“It wants to fuck me, doesn’t it?”

“It wants to do what you want to do, or at least everything it can. Which is... a lot.”

“Uh-huh.” Applejack looked down at the tentacles around her waist. “Well? Make it worth my while.”

A few tentacles came up to flick against the lush parts of Applejack’s breasts and ass, making her hiss and widen her stance a little. “I said, make it worth my while.”

Bronze limbs surged.

One thick one pressed itself between her legs, so that she was astride it, palms flat on the part of it in front of her and knees against its sides. One snaked up her back to grab her hair, and the gentle flicks became stinging lashes. “Fuck.”

Applejack tried to reach between her legs, but bronze caught her wrists and held her stretched at an awkward angle, so that she was forced to use her abdominal muscles to stay upright. The part of the tentacle under her labia developed ridges and ripples that made her squirm.

It teased her like that for a while, giving her just enough sensation to excite but not satisfy, until a pleasurable ache built, low and hot between her legs. As she watched through half-lidded eyes, a slim tendril curled under Fluttershy’s skirt and busied itself there. Surprisingly, the girl didn’t squeak or attempt to hide; instead, she stroked the tentacle near her shoulder in thanks.

Abruptly, Applejack couldn’t see anything at all; it took her a second to realize that the tentacles had jammed her hat back on her head, and it had fallen to cover her eyes. She snorted and freed one of her hands to fix it. The hold around her other wrist had transformed so that it looked like she was holding reins - not that she actually had any more control.

“Heh. Then get up, bronco.”

To her delight, the tentacles under her bucked, lifting her up just enough to shove another length into her cunt. It molded to the curve of her pelvis, firm but not uncomfortable. Applejack shouted and ground her hips into the smooth surface, rolling her weight so that her clit was crushed between bone and metal.

This was what she’d wanted. Mindless fucking, without the need to worry about her new strength. Living metal groaned under her thighs, pressed closer. “Yeah, yeah,” she panted. “Don’t you dare let up, stay right the fuck-”

Another tentacle wrapped around her hips, forced her to tilt and give it access to her clit. It dived under her and that was it for Applejack, who curled in a tight ball and swore a blue streak as she came.

She didn’t even have to tell it to stay put. It gave her a second’s reprieve and went back for more, giving her the kind of pleasure she could usually only get from her own hand. She didn’t know for how long spasms rocked her body before she shoved her palm against the broad tentacle, but when it finally let up, she felt like she’d plowed a field on her lonesome.

“Holy shit,” Rainbow croaked. “Did you just come, like, a dozen times?”

“Ah love our new hentai pet,” Applejack slurred. “Y’all shaddup.” She rolled her head back, which was about as far as she could get her muscles to cooperate. “Fffffffuck.”

“Pinkie owes me ten bucks,” Rainbow said, in just as much of a stupor from the tentacles’ evidently comprehensive knowledge of massage. “Y’ know what hentai is.”

“Pinkie fuckin’ bet ‘ginst herself. She showed it me. Me it. Whatever.”

“Don’t care, still won.”

As if by mutual agreement, they turned their attention to Fluttershy, who had by some miracle managed to stay clothed, though definitely not unmolested. Her back arched and she shook slightly as she came down from her own orgasm.

“I think that’s enough,” she told the tentacles gently. They retreated, and a few clean ones came up to straighten her clothing where it had been knocked askew. “Oh, that’s kind of you, thank you. Is there anything we can do for you?”

Satisfied. Smug. Sated. Continuation.

“Well, I’ll see what we can do. I don’t think that should be very hard to manage at all.”

“Uh, Fluttershy,” Applejack said, struggling back to consciousness. “What’re y’ promisin’ the tentacle thing we’re gonna do?”

“Nothing we don’t want to. It’ll be okay.”

“Sounds good to me,” Rainbow said.

“Nap first,” Applejack said. “Tired.”

“Mm.”

“Yeah.”

None of them made any move to leave the room, so they drifted off to sleep where they were, cradled in the limbs of a vast trusted thing.