Rainbow Dash lay on her cloud, her half-open eyes watching the morning below her, watching trees and houses shorten their shadows as ponies moved past, ponies full of promise for the new day.

Underneath her cloud walked Fluttershy (always walking, Dash thought), wearing her saddlebags as she sauntered toward the commercial district of Ponyville.

Despite Dash’s lazy feelings of repose, mischievous thoughts stole into her mind, and Dash, with a smirk, stirred herself up, and as Fluttershy passed, made an awful hocking sound.

“Hhrrnnggkkk.”

Fluttershy gasped, rocketed underneath a nearby bench, and carefully looked skyward, her cautious eyes closely framed by her pink mane. She was easily able to spot the evil vocalist—Dash’s laughter sold her out.

“Rainbow Dash!” Fluttershy said, the word a combination of relief and amused annoyance. She stepped out from under the bench.

“You know, you can move really fast when you have to,” Dash said between laughter.

Fluttershy pawed at the ground, the compliment (she took it as a compliment, anyway) conflicting with dying fear of being spat on, and the annoyance at finding that it was Dash joking around.

“Hey, you wanna hang for a bit?” Dash said. “There’s enough room. I mean, if you aren’t busy or anything.”

“Oh, I’m not busy,” Fluttershy said. She flew up to Dash’s cloud, and moved into the spot Dash had made for her. She took off her saddlebags and laid them on the cloud. They instantly bored through the puffy mist and plummeted to the ground.

By the time Fluttershy had finished saying, “Oh dear,” Dash had leapt from the cloud, caught the saddlebags by flying in-between them, and was approaching the cloud to land again.

“Thank you, Dash,” Fluttershy said, as Dash flicked her hindquarters, launching the saddlebags onto Fluttershy.

“Hey, no problem,” Dash said, settling down next to Fluttershy. As they had done for many years, their wings relaxed and lay against each other, an intimate sign of their old friendship. “You must have some errands today, huh?”

“Oh, I just need to go to Bowls and Hoes to purchase a set of wooden salad bowls,” Fluttershy said. “Angel smashed them all after Discord used them to play a prank on him.”

“Uh... okay,” Dash said. “That sounds... pretty bad.”

“Oh, it wasn’t so bad,” Fluttershy said. “I mean, the worst part was getting Spike’s trebuchet unstuck from the hen house, but we needed a new one anyway. Hen house, I mean.”

“Huh,” Dash said. “Well… Lyra got her bandages removed yesterday.”

“Oh, that’s wonderful,” Fluttershy said. Dash felt gratitude that Fluttershy didn’t call attention to her clumsy attempt to change the subject. “I couldn’t imagine what it must be like for a unicorn to not be able to use magic.”

“Just think about not being able to use wings, and that’ll give you an idea. She had to use her hooves to get things done.” Dash chuckled. “I think she enjoyed it, actually. No surprise there, huh?”

“No, that’s Lyra,” Fluttershy said. “Does she still experience any pain?”

“No, just that first day.” Dash’s expression darkened and her body tensed enough that Fluttershy could feel those dark currents flowing against her. “I’m going to get Berry for what she did.”

“Um, Berry Punch was in the hospital.”

Dash shook her head. “It’s just the principle of it, Fluttershy. I mean, I know it was a sanctioned fight, but I can’t let Berry get away with hurting my mare,” Dash finished with a huff.

“I understand,” Fluttershy said quietly. “It’s a pegasus thing.”

Dash let a lop-sided grin lighten her face. “Exactly. You feel that way too sometimes, huh?”

“Yes,” Fluttershy said with a nod. “I know I’m not exactly normal for a pegasus, but I really want to defend my friends too.”

“Don’t worry about it. You’re normal for a Fluttershy.”

“Thank you,” Fluttershy said, deciding to take that as a compliment as well.

The cloud they were on was close to the path that led to Fluttershy’s cottage, and from the Everfree forest a whirring sound cut into their hearing. Hundreds of spiders rose into the air, propellers buzzing away, attached to a black chitinous pole that grew out of their pedicles. They changed direction by leaning their bodies in the direction they wished to travel. They flew deeper into the forest.

Dash grimaced at the sight. “What are those things?”

“Attercopters,” Fluttershy said. “They migrate after their first molt. Their mother must have given birth to them about three months ago—they’re slow maturing. I’ve never seen them this close to the edge of the Everfree.”

“Well, they’re gross,” Rainbow Dash said. She rolled over on her back, exposing her belly to the warm sun, and settled into a doze.

When Fluttershy heard her snores, she gave her a peck on the cheek before gliding to the ground below to run her errands for the day.

Lero stood in line at Fizzy Lifter’s soda jerkery, waiting behind a unicorn stallion who was trying to calm his daughter enough to order a drink. Lero had his special card in his hand, which guaranteed him a free lifetime of BerryShines soda wherever it was sold. When Berry Punch apologized, she went all out. She knew he loved her chinotto soda, too.

He was supposed to be out behind Fluttershy’s cottage right now, but he was on no one’s time but his own. So starting the work day with a soda was perfectly fine.

He felt a tap above his knee. He turned to see Diamond Tiara staring up at him.

“Get me a blueberry soda,” she said. She turned and claimed a table near the window.

“It’s just awful,” Diamond Tiara said. “They don’t have any sense.”

“How many more years before you can vote, anyway?” Lero said.

“Six,” Tiara said. “Eighteen years old, when I can run for office, too.”

Diamond Tiara’s soda was finished, though Lero still had a small bit of soda in the bottom of his glass, shining like glossy amber when the sunlight hit it.

Diamond’s ambition was an overpowering wave, and she was a political junkie, subscribing to several Canterlot newspapers to get as much info on the Sejm’s doings as possible. She also attended every town hall meeting in Ponyville. Her political and leadership talent was obvious, though Lero felt a little sorry for her that she had to wait until she was older before she could give it full expression. Fortunately, experience had taught her to better control her frustration at the situation… but not completely.

“Well, you’re going to have to win some hearts to kick Mayor Mare out,” Lero said, his half-smile showing he was joking.

Tiara sneered. “I’m not running for mayor of this dump. She can have it. Princess Twilight has too much influence anyway.”

“Yeah, that’s just an awful thing.”

“Don’t take it that way,” Diamond Tiara said. “You know what I mean.”

“Well, where do you expect to even get that sort of power?” Lero said. He used his pinkie finger to draw lines into the condensation coating his glass.

“I’m going to earn it,” Diamond Tiara said, watching Lero’s performance art display. “I’m going to start as an intern. Maybe for a highly placed noble. Perhaps even one in Ponyville?” She said the last part in a sing-song voice, lifting her head toward the ceiling, smiling, and looking around only with her eyes, an expression which could be called ‘blatantly inconspicuous’.

Lero gave Diamond Tiara a level stare. “A baron is hardly anywhere near ‘highly placed’,” Lero said. “I don’t even have any duties.” All of his wives were higher ranked in nobility than he was, even Lyra after getting married. A baron was the only rank of nobility the Twilight Sparkle Marriage Commission would agree on for him. They didn’t like that his ancestry was, for all intents and purposes, untraceable in Equestria. Lero was also pretty sure good old fashioned xenophobia had a lot to do with the decision as well.

“You’re a royal consort, though,” Diamond Tiara said. “I could run your estate, and use that as the experience I need to run as a representative for the Everfree district.”

“So I get to be a stepping stone for your illustrious career in politics. My destiny is clear to me now.” Lero didn’t have to worry about handicapping his words around Diamond Tiara. Despite her age, she was quite mature, and possessed the vocabulary of a college graduate.

“Oh, don’t worry. When I’m writing my autobiography, I’ll be sure to put you in the appendix. I’ll give credit to all the little ponies I stepped on to become Prin-” she coughed. “Prime Minister.”

Lero raised an eyebrow as Diamond Tiara, normally just oozing with self-confidence and an expectation to be followed, suddenly became shy and reserved. “You heard me say Prime Minister.”

“Sure I did,” Lero said.

“Well, anyway,” Diamond Tiara said, with an arrogant toss of her mane, “I have school to attend.” She hopped out of her chair. “Thanks for the soda and the pleasure of my company.”

“I’m welcome,” Lero said. He pointed a finger at Diamond Tiara, which startled the unicorn father and his daughter, who stared wide-eyed at Lero. “Don’t be mean to anybody. Anypony.”

“I’m not mean to anyone,” Diamond Tiara said over her shoulder, as she trotted toward the exit. “I just know when correction is needed.”

Lero shook his head, and grabbed her empty glass to return to the counter. He had hoped, through the years, that maybe he could soften some of Diamond Tiara’s rough edges. She just needed to be more patient with her peers, and realize not everyone had her precocious intelligence. Unfortunately, the lame cliché of ‘only time will tell’ applied here, and Lero just had to wait.

That was thirty minutes ago, and now Lero was in the back of Fluttershy’s cottage, right over the border into the Everfree forest, picking ripe coffee cherries from his coffee plant.

Equestria was a nation of tea drinkers, and Ponyville, despite being an outlier in so many other areas, toed the line with the rest of the nation in tea drinking. There were three tea houses in Ponyville; a workers tea house where black scalding tea was gulped in drafts by laborers ready for morning physical labor, a casual tea house for gatherings and enjoyment amongst friends, and a high-class tea house with carefully brewed artisan teas served in delicate porcelain cups (Rarity’s tea house of choice, of course).

Lero brewed mint sweet tea, but he was also a coffee drinker, and there simply wasn’t a place in Ponyville that served or even sold coffee. The closest place used to be a café in Canterlot, where Lero would mail-order his beans from the owner. This lasted until the owner decided to go back to his relatives in Minotaur lands. Now Canterlot only had Illy Styles Cappuccino House, and they didn’t sell beans.

So Lero had little choice (as he saw it) but to try and grow his own. Ponyville didn’t have the right climate for growing coffee… but the Everfree forest sure did.

It was Fluttershy leading him in the right direction, pointing out that the Everfree had the very climate and soil needed to properly grow coffee. So Lero, with Fluttershy’s insistence, decided to grow coffee in a patch of the Everfree directly behind Fluttershy’s cottage.

He was there now, collecting coffee cherries that had come to maturity. He had ordered a mature coffee plant from the Minotaur lands (once again Lero felt comradeship with minotaurs, as they had saved him many times in difficulties that ponies didn’t have a fix for, like fingernail clippers, deodorant, or work gloves, which he was wearing now). His money and influence (or, more appropriately, Princess Twilight Sparkle’s influence) allowed the mature plant to be plucked from the ground, placed in magical stasis, and shipped over rail. It arrived in Ponyville two days later.

The minotaurs grew robusta beans instead of arabica, as they desired the higher caffeine content over taste or ‘mouthfeel’. Arabica beans were only cultivated by goats, and goats had little desire to share their beans with outsiders. In addition, goats didn’t brew coffee; they simply ate the coffee cherries raw from the plant (a concept distasteful to Lero, as his one attempt at eating a robusta coffee cherry ended in hacking and gagging. He used the discarded cherries as fertilizer). So robusta it was.

His mares liked his coffee, though he felt Dash only drank it as a way of morning communing with him. She put an awful lot of sugar and milk in it. Lyra used a demitasse, and only drank coffee after dessert. Twilight would drink it in the morning if she had work to do, but was a tea drinker the rest of the day. Spike loved his coffee, and would drink it whenever it was made, and that was fine with Lero. It was enough that they all loved his mint sweet tea recipe.

As far as the rest of Ponyville went, the only other partaker of coffee was his co-worker, Bulk Biceps. When Bulk found out Lero grew and brewed coffee, he virtually begged for a sip. The first time Bulk entered his house when coffee was brewing brought tears to his eyes.

“It’s just like back home, with father and dad!” Bulk said, referring to his adoptive parents (both minotaurs.) Afterwards, Bulk would buy a pound every two weeks. Lero was worried that he couldn’t grow them fast enough, but the magical properties of the Everfree increased coffee growth. Lero was a bit perturbed by this, but after several studies conducted by Twilight, he was reassured that there would be no magical side-effects if consumed

As many times before, Lero let his mind wander while picking coffee cherries. He had done this enough that it became habit. What his mind wandered to this time was blowjobs.

Well, he didn’t start off thinking about that. He wandered to it, first thinking about the coffee he was harvesting, then about how much his mares liked the smell when he was roasting the beans, and on and on until it got to his mares and fellatio.

Lero had made it clear that he was deeply uncomfortable with fellatio, and him actually ejaculating into their mouth was probably never going to happen. A lot of his habits and feelings had changed since he had been here, especially in terms of nudity—he would swim naked at the lake, regardless of who was around, and, besides his mares, he didn’t mind being naked around his friends. If he was naked alone at his house (something he had never done back on Earth), and Rarity or Bon Bon or Fluttershy came for a visit, he would stay in the nude instead of rushing to throw on some clothes like he used to (he also couldn’t help but be amused, and a little flattered, that Rarity enjoyed seeing his naked body). So that was a change there.

But the whole blowjob thing was weird to him. Not because he didn’t like them; that was perfectly fine. He didn’t have to like them. However, there were many things he didn’t like, but did anyway for his mares. Why was this so different?

Though he sometimes tried not to think about it, his thoughts drifted to his life before, his life on Earth. The sting of separation no longer hurt him when he thought about the life before, time and love having made him immune to those attacks, but it still left him with poignant aftertaste. He remembered his last girlfriend—nothing serious, just a fling—and hoped she was doing well. And, though he didn’t like fellatio then, he still went in her mouth because she wanted it, and oh it was so hot to see the contrast between her black mouth pulling up and down on his white penis, and he figured he was racist for thinking of it like that, but the contrast was so damn aesthetically pleasing—so what was the deal with fellatio now?

He moved over to the manual mill next to his coffee tree, which forced a traumatic separation of the cherries from the beans through a series of violent grindings. He poured the beans from his bag into the mill, grabbed the wooden handle with a gloved hand, and started cranking.

That was something else he had done for his mares—his gloves. He used to work barehanded, building up some impressive calluses, proud monuments to his hard work. Dash once mentioned how they felt rough on her coat, and she said it with a sour look, so Lero ordered work gloves from those life-saving minotaurs. He wore them from then on (and he couldn’t help but think of the character from Of Mice and Men that was rumored to put Vaseline in his glove for “keeping it soft for the wife”).

It was also why he waffled away from buying a guitar. He used to play guitar on Earth, and had thought of taking it up again, but he didn’t want the calluses that came with it to irritate his mares, and then his mind went back to fellatio.

Hmm. Well, it wasn’t a big deal, or of life-shattering importance—his mares were perfectly fine with him spilling his seed elsewhere in their bodies—it was just odd, that’s all. What makes this different than anything else I’ve done for them?

He remembered the last time with his girlfriend, trying to figure it out from there, pressing on to his last remembered moments on Earth, when he was preparing to go to Knossos, and then his nostrils filled with the stupefying stench of overripe roses, he prickled with thorns digging trenches into his panicky flesh, his eyes were overwhelmed by the never-ending green foliage, and Princess Celestia’s sophisticated memory spell, resting in his pineal gland, ran its programmed routines, walled off memory neurons, and rebooted his brain to save him from going completely insane.

Lero was pulling the handcrank, and it was no longer catching cherries. The beans were all waiting in the bin.

He stopped cranking. Weird, must have tranced out there, he thought. Cranking the mill was monotonous work, so no wonder that happened. He slapped the sides of his face, the sting actually refreshing. Get it together, he thought.

He began the process of removing the bin from the mill, the newly birthed beans ready for drying.

Rainbow Dash woke up, rolled over on her cloud, and let her gaze drift over Fluttershy’s cottage. She caught a glimpse of Lero’s bare back at the edge of the property, and watched him collect beans from a hopper. She smiled and let herself fall off of her cloud, spreading her wings into a slow dive, pulling up at the last moment to fly even with the ground. She timed her descent and distance, and figured she could glide to where Lero was working without him noticing.

Her mission was simple; to kiss the back of his neck. Due to a magic mishap involving Twilight Sparkle and Spike’s trebuchet, Lero’s hair on his head and face became horribly singed, and he had to shave his goatee and cut most of his hair. While continuing the long process of growing it back, his mares discovered that the back and sides of his neck and ears were wonderful areas to kiss and nuzzle. So, he purposely kept his hair short for their enjoyment, though he warned that as soon as cool weather came in, he’d let it grow out again. His goatee was back to its normal Lero levels, however.

But there he was, in front of her, a little slick with perspiration, and she could watch those beautiful muscles in his neck and back move as he did his work. She thought it was a little unfair that he could have such a lovely build, but still not be as strong as she was. But it was so exciting to be the strongest!

She was close behind him, gliding in to her target.

“Hi Dash,” Lero said.

“How’d you know I was there!” Dash said, making a quick landing. “I didn’t cast a shadow, I was downwind…”

“Predator instincts.”

“Ha, I bet!” Dash said, as she moved in and planted a kiss right on the back of his neck. “If you counted on your ‘predator instincts’, you’d be…” she sniffed. “Why do you smell like cotton candy?”

“Pinkie Pie was here.”

“What!” Dash said with a laugh. “She beat me to my own stallion! The nerve!”

“Not only that, but she kissed the exact same spot you did.” Lero turned around with a grin. “You and Pinkie just kissed on the lips, if you think about it.”

“Is that what goes on in your dirty mind?” Dash said, swatting him with a wing. He managed to deflect it with his hand before it hit.

“You’re the only dirty thing in my mind,” Lero said with a wink. Dash grinned.

Lero moved the dried beans, set from three days ago, and poured them into a burlap sack. Rainbow Dash helped by pouring the beans from the bin onto the rack, spreading them out with her wings so they could dry evenly.

“Hey, big guy,” Dash said.

“Yes, love?”

“Does Pinkie bother you with that affection stuff?”

“No,” Lero said, shaking his head. “It’s just Pinkie. It’s more endearing than anything.”

“Okay, just checking,” Dash said. “You’ve done so much for us, you know. I mean, I don’t want you to keep forcing yourself to like things you don’t like. I want you to be you.”

Lero finished tying up his bag, and let his smoky gaze on Rainbow Dash, a gentle smile grazing his lips. Dash sat on her haunches as a glow entered her cheeks.

“W-what?” Dash said. “You planning something?”

“Sorry, Dash,” Lero said. “Could you be patient?”

Rainbow Dash narrowed her eyes, peering at Lero through a haze of curiosity and caution. “Okaaay, what’s that about?”

“I have something I’m going to tell you girls tonight, and I don’t want you to think I’m forcing myself to do something I don’t want. Can you trust me?”

“Always.”

“Well alright. Let’s get this coffee home.”

At Lero’s house, in his bedroom, Lyra nibbled on Twilight’s ear, starting at the cottony tip, letting her tongue tap at the edges of her ear as she traveled down to the base.

Twilight giggled and pulled away. “Lyra! I can’t concentrate if you do that!”

“Consider it training, then,” Lyra said, as she lay on her side on the bed. She curled her rear hooves in and out as she smiled at her lovely Twilight Sparkle. She watched how Twilight’s eyelids lowered like midday blinds as she concentrated on her spell, and how her soft lips slightly parted.

“You’re such a beautiful mare,” Lyra said.

“G-gosh!” Twilight said, blushing as she swatted Lyra with her wing. “You keep distracting me!”

Lyra grinned. “Okay, I won’t say anything else. Go ahead.”

Twilight laughed. “You’re such a flatterer,” she said. She cleared her throat, and concentrated again. Her horn lit deep pink.

Twilight muttered the spell that Princess Luna had sent her, concentrating on the jade pendant around her neck. Luna called it the Female Uterine Transformation Amulet, and it was an important tool that made sure this sensitive spell was cast properly. Transforming a part of the body into a different form was heady work, and the amulet served as the talisman it was supposed to be, a sort of magical antidote to any stray magic or thoughts that could hurt the spell and spellcaster. In addition, as far as Luna knew, only alicorns had the power to successfully cast this spell.

Lyra watched as she saw Twilight’s magic swirl around her cutie mark, flashing like a stellar compass rose. Magic glowed near Twilight’s crotch, and Lyra had to say her spell was a success… so far.

Twilight Sparkle finished her spell and, with a little gasp, sat on her haunches as she bent her neck to stare at her crotch.

“It worked!” she said, as she stared at the new sheath sitting between her teats. She stood and frowned in concentration. “I didn’t expect to still have my vagina.”

Lyra hopped off the bed. “Is the penis in there?”

“I can feel it,” Twilight said. “It’s strange. How do I get it out?”

Lyra kissed Twilight on the mouth, parting her lips to let her own tongue rub Twilight’s long and tender tongue. Twilight moaned, the vibration travelling into Lyra’s mouth and warming her muzzle. Lyra flicked her tongue against Twilight’s lips when she broke the kiss.

Lyra planted kisses and nibbles across Twilight’s jawline, smiling at Twilight’s moaning. Lyra traveled to Twilight’s neck and coasted her lips down her spine, noticing Twilight’s wings getting stiff. Right at the base of the wings, Lyra licked and Twilight gasped.

“I-it’s coming out now,” Twilight said.

Lyra backed up a step to take a look. Her grin changed to shock as her jaw dropped and her eyes widened.

“Is there something wrong?” Twilight said.

“No,” Lyra said. “I just… um, I’ve never seen an ultraviolet penis before.”

Twilight sat on her haunches again to take a look at her penis. “It feels so weird, like it’s being pressure-eek!”

Lyra had stuck her tongue at the base of the penis and traveled to the tip, where a dollop of Cowper’s fluid had formed. Twilight, mouth agape, watched as Lyra licked her lips.

“It’s interesting that you make that,” Lyra said. “I don’t see any testicles.”

“W-well, yes,” Twilight said. “Um… Luna hasn’t discovered a way to use this as reproduction. She seems to believe reproduction is a transmagical form that we can’t alter.” A hint of worry and sadness crossed Twilight’s face. “It’s purely magical. But, but the amulet… oh gosh, it’s hard to concentrate!”

“Well, that’s the Twilight I know and love,” Lyra said with a grin. She walked to the back of Twilight, bit her tail, and tugged, eliciting yet another gasp from Twilight. Lyra loved that cute sound of surprise and pleasure. It was so sweet.

“You’re aroused back here, too,” Lyra said, eyeing Twilight’s heavily moistened labia, parting as her clitoris peeked out. Twilight got wetter than anyone she knew, and the nickname Lero had made for her was fitting; Honeypot.

Lyra trotted around in front of Twilight and planted tiny licks on her face. Twilight breathed heavily as her eyelids fluttered.

“You know what this means,” Lyra breathed throatily. “You could take me while Lero takes you.”

Confusion only lasted a microsecond when Twilight realized what Lyra meant. Her eyes shot open. “Oh wow!” she said, turning toward Lyra, mouth agape. Lyra took advantage of this by kissing her.

Lyra grinned when she broke away. “Are you ready, Twilight?”

“Oh yes,” Twilight said. “It’s weird how impatient I feel.”

“That’s fine,” Lyra said. She turned her rump toward Twilight, lifted her tail, and winked.

Twilight giggled. “That doesn’t really affect me like it does stallions,” she said. “Wait, are we doing this the pony way?”

“Of course,” Lyra said. “You’re not going to be as flexible and bendy as Lero.”

“I guess not,” Twilight said. “Um, how…” She reared up and planted her forelegs on Lyra’s rump. Lyra swallowed.

“Twilight, don’t push it in so fast,” Lyra said. “Take it slow.”

“Okay,” Twilight said in a whisper.

Lyra pushed against the floor as Twilight clumsily moved up Lyra’s body. The edge of Twilight’s penis pressed against the wet gate that was Lyra’s vulva, and Lyra held her breath.

Even when Twilight took it slow, Lyra couldn’t help but let out a grunt. Twilight didn’t hear, and pushed further.

“It feels like silk in here,” Twilight said, breathless. “I didn’t know it felt that good.”

Lyra let out a low breath as she felt Twilight travel deeper, deeper than she had felt in a long while, and Lyra groaned.

“I can’t get it in all the way,” Twilight said.

“You’re not supposed to,” Lyra said, her voice strained. “That’s normal for pony style.”

“Lyra, are you okay?” Twilight asked.

“Oh yeah,” Lyra drawled, as she lay her head on the cool wooden floor. She let out a long sigh. “Just never had one this big before.”

“You sound like you’re in pain!”

Lyra let out a slow laugh. “It hurts a little, but it’s a good pain. Don’t worry about it. Just… just go really slow, okay?”

“Okay,” Twilight said. “I think I can make it smaller.”

“You’ll need to do that for any wild stuff we do,” Lyra said, “but right now, its fine.”

Twilight’s rear legs shifted their weight as she tried to balance herself, and she slowly pulled her penis back out. She gasped and let out a slow moan.

“Oh my gosh this feels so good.”

Lyra grunted as a trickle of sweat rolled down her temple. “Yes it does,” she said.

Twilight adapted to the balance she need to not fall out of Lyra, and entered into a rhythm like a slow dance. She wasn’t as loud as when she was with Lero, but her moaning was still noticeable. Lyra became a little more acclimated to Twilight’s girth, and was starting to enjoy it, controlling her breaths so she could tolerate the pain and wallow in the pleasure.

A drop of moisture hit the back of Lyra’s neck and rolled off, and Lyra grinned as she realized it was Twilight’s drool. She could imagine Twilight’s face right now; those eyes rolled up in her head, her mouth wide open, her tongue lolling out as a pinprick of saliva flowed to the tip and dripped off and landed in a silver splash. Lyra had seen that face so many times, when Twilight and Lero had sex. She felt a flush of pride that now she was able to give Twilight that expression, even though she wasn’t doing anything but standing there and taking it. I guess I’m a bench today, Lyra thought. She didn’t dare say it out loud, though. It’d just upset Twilight.

Twilight moaned, and her thrusting sped up, and Lyra yelped.

“Twilight, slow down!” Lyra said, and Twilight complied.

“It can’t be now,” Twilight said, her voice whispery, and Lyra felt thick warmth shoot into her as Twilight’s staccato “Oh oh oh” punctuated each thrust of her orgasm. To her credit, Twilight didn’t try to thrust harder, and Lyra felt gratitude.

“Pull out slowly, please,” Lyra said. She felt Twilight’s penis shrink inside her, and wasn’t too worried about a quick pullout.

Twilight backed up, breathing heavily, and pulled out of Lyra. Her hoofs tapped against the floor as she tried to keep her balance. Her penis went back into her sheath, and Twilight lay on the floor, her breathing slowing to normal. Her amulet lay prone against the rug.

“That orgasm wasn’t as intense as mare orgasms,” Twilight said. “I mean, I know stallions have less nerve endings in their genitals then mares, but that was a bit less than I thought. Still great, though.”

Twilight caught Lyra’s amused grin. “What?”

“Never change, Twilight,” Lyra said, as she bent down to kiss her mare on her snout. “After sex, and the first thing you do is talk science.”

Twilight blushed and ducked her head, lowering her ears. Despite that, she still grinned.

Lyra lay down next to her, pressing her body against Twilight.

“That didn’t seem to last very long,” Twilight said. She looked up at the clock, and despaired. “Four minutes? Ugh, I’m sorry Lyra!”

“Sorry about what?”

“I came too fast! I should have tried-”

“No, you did great,” Lyra said, after silencing Twilight’s apology with a peck to her lips. “You’re comparing yourself to Lero, aren’t you?”

“I… I guess I am,” Twilight said. She blushed. “He’s the only stallion I can directly compare myself to.”

“Well, don’t,” Lyra said. “Only compare yourself to Twilight Sparkle.”

Lyra leaned into Twilight’s neck, resting her horn on her mane.

“Well,” Twilight said, “how was it?”

Lyra thought on best how to word the experience. “Intense,” she said. “It felt really good. It was nice to have that… that feeling of depth.”

“But…” she said, expecting the bad news.

“Maybe too intense,” Lyra said. “Next time, let’s try it with less girth. Then you can thrust to your heart’s content, and I won’t have to worry about bruises.”

Twilight cringed. “Oh, I didn’t think of that! I’m sorry, Lyra.”

“Shh,” Lyra said, again leaving a peck on her lips. “No sorries for sex, ever.”

Twilight rested her chin on Lyra’s rump as Lyra lay next to her. They both enjoyed the afterglow (Lyra smiling that Twilight still had to compare notes) and simply being with each other. A new method of being intimate with each other had shown itself, and Twilight hoped that Dash would be interested too.

“Lyra, how many stallions have you been with?”

Thought Twilight couldn’t see her, she could imagine her grinning at the question. I bet she knows why I’m asking, she thought.

“Counting you with this spell, thirty seven.”

“My goodness, I wish I was that popular.”

“Well, I wish I wasn’t. I don’t regret it, but I could have been busy trying to find myself instead of banging everypony in sight.” Maybe that was how I was trying to find myself, Lyra thought. I was searching for answers while lost in some pony’s embrace.

“Well, I’m glad you found yourself now,” Twilight said. “Um…”

“Yes?”

“I bet I don’t even have to ask, huh?”

“Nope. Ninth place.”

Twilight’s ears perked, as she let out a surprised gasp. “I didn’t know I ranked that high!”

“You’re the biggest I ever took,” Lyra said. “And you lasted longer than average. That’s gold stars on my grading curve.” A thought occurred to Lyra, and she laughed. “You know, I feel sorry for any stallion you or Dash might end up with. You’ll both expect way too much from him.”

“Oh, I wouldn’t do that to him,” Twilight said. “I mean, I know it’s not fair to compare them to Lero.”

“Dash would, though.”

Twilight snorted. “Dash totally would. Even a stallion with fantastic bedroom skills, and she’d still fuss.”

Lyra put some gravel into her voice. “’What? Ten minutes? That’s all you got?’”

Twilight giggled, and tried her Rainbow Dash impersonation. “’I only came three times! Can’t you do any better?’”

“’Whaddya mean you can’t fold your legs so I can sit on them?’”

“’Why don’t you have any hands to massage my wings?’”

“’What’s with all this hair? Can’t you just have bare skin?’”

“Hi girls,” Dash said, and Twilight and Lyra yelped.

Dash lifted an eyebrow and grinned. “So, you two are just hanging around on Lero’s bedroom floor, huh? Gee, I wonder what was going on in here.” She took a big sniff. “Nope, wait, never mind.”

Lero followed behind, spotted Twilight’s amulet, looked for Twilight’s sheath, and grew a trolling half-smirk.

“Well, I see I’ve been replaced,” he said.

“What? No!” Twilight said, jumping to her hooves. “That could never hap— Oh, of course you’re joking.”

The two greeted Rainbow Dash and Lero with kisses, double-teaming Dash with a kiss on each side of her mouth, and then rearing up on their legs to take their turn with Lero.

“What’s cooking, fingers?” Lyra said, when she dropped back to all fours.

“Just some salad, nothing fancy,” Lero said. “So…,” he sat, cross-legged, and laid a hand on Twilight’s neck. “How did it feel, Twilight?”

“If I can be totally banal, different,” Twilight said, as he told Lero what she had shared with Lyra about the experience. “I’m going to have to make it smaller next time,” she finished.

“What’s going on here?” Rainbow Dash said, confused and disbelieving of what she just heard.

“Oh, I tried out Princess Luna’s phallus spell, and… well, me and Lyra had penetrative penile sex.” Lyra pushed her face next to Twilight, and the two nuzzled.

“You make it sound so romantic,” Lero said. He let a husky baritone enter his voice, and said, “penetrative,” drawing it out like a long shower. Twilight and Lyra laughed.

“Wh…” Dash lowered her head to peek below Twilight’s barrel, and saw the sheath. “Why did you do that?” she said, with real anger in her voice.

Twilight reared back, surprised at the tone and loudness of her question. “Well, it’s a way for… a different way to be intimate,” Twilight said. “And there was some personal curiosity, too.”

“But why would you have to?” Dash said, concern entering her voice, and taking a step forward. “We have Lero!”

“Dash,” Lero said, putting a hand on her coup. “Twilight told me about the spell. I’m okay with it.”

Rainbow Dash passed a glance between the three, her anger dying as quickly as it was stoked. Lero guided her head into his chest and held her there. Dash sighed and closed her eyes.

Though Dash had yelled at Twilight, Lero knew Dash well enough to know what the root of the problem was.

“It’s that joke I made about being replaced that upset you, isn’t it? I’m sorry I said that.”

Dash opened her eyes. “It’s okay, big guy. It was dumb of me to get upset about it. It’s just...,” she pulled back so she could look Lero in the face. “You can never, ever be replaced. I hate to think that you feel that way.”

“I don’t Dash, don’t worry.”

Dash regretfully broke from Lero to hug Twilight. “I’m sorry I snapped at you.”

“Oh Rainbow, it’s okay,” Twilight said, hugging back.

Lero turned to Lyra, and winked. Lyra returned a raised eyebrow, wondering what he was up to now.

“So, Twilight,” Lero said. “What was that about making your penis smaller?”

“What? Oh,” Twilight said, as Dash broke the hug to let her speak. Twilight felt a little weird at being asked about ‘her penis’. “Well, apparently there was a bit too much girth to just, you know… let lose.”

“So, you could, theoretically, make it bigger, right?”

“Oh come on!” Dash shouted, throwing her hooves in the air.

“Yes?” Twilight said, eyeing Dash’s reaction with confusion. “But why would-”

“He’s going to ask you to make his bigger!” Dash said.

“Wh-really?” Twilight said. “I don’t want to do that, Lero. You don’t need it!”

“Yeah, it’s perfect as it is! We don’t want-” Dash recognized Lero’s goofy grin, and laughed as she jumped him with booth hooves. “Doofus! What are you doing messing with us like that?”

Lero laughed as his back was pushed against the floor, and he grappled with Dash, trying to pin her to her back.

“I can always tell when you’ve been to the Everfree,” Lyra said, as she sidled up next to the wrestling pair and used her magic to pin Dash’s wings.

“No fair!” Dash shouted with a laugh. “Cheaters!”

Rainbow Dash braced herself, expecting Lero to go in with raspberries to her belly like he usually did when she was pinned on her back, but was disappointed when he pulled up and faced Lyra with a surprised expression.

“What do you mean about the Everfree?” he asked.

“You joke around a lot more,” she said. “You’re a little more aggressive about things.”

“Aggressive?” Lero said.

“No, it’s cool,” Dash said, managing to break Lyra’s pin with her pegasus magic. She sat up and stretched her wings out. “It’s kinda exciting to see it in you, every now and then.”

Lero’s brows knitted in thought. “I guess you’re right,” he said. “I hope I’m not being offensive here.”

“Of course not!” Twilight said. “Like Rainbow Dash said, it’s fun to see in you!”

Lyra suggested dinner, and they all agreed. Rainbow Dash gave Lero a significant look, knowing that he’d know what she meant—that big thing Lero was going to tell them. Lero nodded, and they headed to the kitchen.

The four dug into their salad and toasted bread, discussing the events of the day. Twilight was showing her excitement about the debut of No Exit tomorrow evening, and how everything was falling into place for a great debut.

She was sitting between Lero and Rainbow Dash, with Lyra across from her on the round table. She had cancelled the phallus spell earlier, and felt an odd sense of relief with her penis gone. It had been surprisingly sore—something she hadn’t expected.

“How’s that Thunderlane doing?” Rainbow Dash asked, as she picked her teeth with a toothpick. “I can’t believe he’d be any good.”

“Actually, the director was very impressed with his performance,” Twilight Sparkle said. “She said he was a raw talent, and wondered where he’d been all this time. He might have a new career.”

Dash raised an eyebrow. “Hey, good for him. I wonder if he misread his cutie mark, like Troubleshoes?”

“I don’t know,” Twilight said. She frowned as she added some more salad.

“I like that look, Twilight,” Lyra said, sitting across from her. “What’s up?”

“Thunderlane better not be trying to hit on you,” Dash said. “I’ll beat him up.”

“No, nothing like that, he’s been professional,” Twilight said. She laughed to herself, shaking her head. “Well, until he actually tried to hit on Princess Luna yesterday.”

Lero laughed, while Dash violently straightened her chair. “Are you serious? He’s a total ladies stallion, but I never expected that!”

“He did, though.” Twilight said. “It didn’t go too well. She and Princess Celestia were discussing something with me, about a research project, and he kept dropping hints, and then—”

“Well, you know what they say,” Thunderlane said, flashing a killer grin. “You can’t prove a negative.”

Princess Luna fixed him with an imperial stare, nearly knocking the grin from his face. “Of course you can prove a negative,” Luna said. “It’s called modus tollendo tollens. I invented it while stargazing on my porch.”

“Uh… oh,” Thunderlane said. He swallowed. “I didn’t know that.”

“I’ve recently modernized my primer on propositional logic. I’m sure Princess Twilight Sparkle has a copy in her library.”

“Oh, I do,” Twilight said.

“I recommend you borrow it. It should prove enlightening.”

“Yes, your highness,” he said with a bow. “I’ll be sure to do that.”

Dash laughed uproariously. She liked Thunderlane, but hearing about him getting shot down so brutally was hilarious. “He’s laid every single mare in the weather team with the exception of me and Beck Dell,” Dash said. “I know him. I bet it didn’t even faze his ego.”

“No, it didn’t,” Twilight said. She frowned angrily. “Because then he hit on Celestia.”

Dropped jaws and raised brows met this revelation. Lero stopped chewing on his toast, spread with anchovy paste for that extra protein kick.

“That dunderhead actually did that?” Dash said.

“How did that one turn out?” Lero said.

“Well,” Twilight said, “he was trying to be all smooth about it, and dropping hints, and then-”

“They would say that,” Thunderlane said. “After all, history is written by the victors.”

Princess Celestia smiled kindly. “Pardon me, Mr. Thunderlane, but that isn’t my experience at all. History is written by the survivors. The victors write the future.”

“He had nothing to say about that,” Twilight said. “The director called for a return to the stage, and he just loped on, looking downtrodden. His performance was a little subdued, but he got back into the scene pretty quick after that.”

“You know, that’s interesting what Celestia said,” Lero said. “I remember studying about the American civil war, and there was a ton of revisionist history written about the conflict by the losing side—the confederates. Even when he was being taken prisoner, Jefferson Davis—he was the CSA president, the losing side—was busying writing his memoirs and trying to justify his actions. Even their descendants still write history on it, and that war was over nearly one hundred and forty years before I was born.” He also thought about the many books he had read that were written by the Third Reich soldiers after World War II—Guderian, Heinz Knoke, Dönitz, von Manstein—but he hadn’t talked about that war to his mares yet. He wasn’t sure if he ever would.

“That’s interesting,” Twilight said. “I always felt the whole ‘history is written by the winners’ to be a little too pat.”

“It could be a type of a thought-terminating cliché,” Lyra said.

“That’s a good term,” Twilight said.

“By the way, I think I’ll check out that primer on propositional logic,” Lero said. “I took an introductory class on it in college, and barely remember it.”

Twilight let out a laugh. “Thunderlane actually checked it out yesterday,” and the rest of the table laughed too.

They had moved to Lero’s parlor, where he had some of his tea out for drinking. They were enjoying each others' company, and Lero made a glance at Dash to let her know he was going to talk about ‘that thing’ he had hinted at his coffee plant.

“So, Twilight,” he said, as Twilight was pouring through her new issue of Word Problems magazine. “That phallus spell… are you able to get mares pregnant?”

Lyra put her tea down and moved over to Lero, balance tugging at her, telling her that she needed to be with him right now.

Twilight blinked, and used her magic to place the magazine on the glass table in the middle of the grouping of chairs and sofa. “Well, no. Luna studied that spell for decades, and came to the conclusion that it was impossible. She actually started on the spell in the hopes that it would help mares have children with each other, but she was blocked each time by harmony. It… reproduction is a transmagical force, and I don’t think one has ever been manipulated or changed.”

“I see,” Lero said. “Are these the same studies you’ve been doing to see if I can give children to you mares?”

Oh Celestia what is he doing, Dash thought. She looked at Lyra, who was staring intensely at Lero. Dash dropped off of the sofa and approached Lero.

“Yes, Luna actually shared all of the research and critiqued my own studies into it. She agreed with my original conclusion—that, as it stands, turning you into a pony while we are in heat would result in barely, if any, of your genetic structure being part of any child we might have—and that’s even assuming you could get us pregnant anyway. We’d essentially be giving birth to clones instead of children.”

Twilight, rattling off studies and science, missed what was happening right in front of her, with Lyra and Rainbow Dash crowding around Lero.

“Okay,” Lero said. He took a deep breath. “Listen,” and he turned to Lyra, who was sitting at his knee with a hoof on his leg, and Dash, who was sitting on the arm of the chair, resting a wing on his back, “I know you girls have purposely been discouraging stallions taking an interest in you because you don’t want to upset me, but I’m telling you right now, it’s okay.”

“Lero,” Lyra said.

“Let stallions into this herd,” Lero said. “If any are interested in us, and if one of you girls like him, then we can court him. He can give us his flower—,” he snickered, which surprised his girls. They could feel the deep emotion pounding away from him like waves on a beach, and this laugh was a big strangeness. They looked at each other in confusion.

“Sorry,” he said. “But, let stallions into this herd. Or other mares, if they’re interested. It’s wrong of me to—oh, Twilight.”

“I’m sorry,” Twilight said, tearfully, and Lero leapt to her side, letting her wrap her legs and wings around him. “I’m sorry I can’t get it to work, but I swear I’ll keep working on it.”

“Twilight, I know you will,” Lero said. “But in the meantime, we can expand our herd anyway.”

Twilight pulled away, and Lero smiled and cupped her chin. “I know your dream about having a big herd, and having children. Let’s make that dream come true, alright?”

Twilight smiled through her teary eyes. “I love you so much, Lero.”

“I love you too, Twilight,” and they hugged again.

Dash and Lyra approached as well, and they wrapped into a group hug. A little sad this time, as it felt like a Pyrrhic victory, but always comforting.

“Dude,” Dash said, her own eyes a little teary at the shock. “You don’t have to do this.”

“I want to,” Lero said.

“I know you mean that,” Lyra said. “But we can sense that tumult inside of you. Just remember what Dash said earlier; you can never be replaced.”

“I know that girls,” Lero said. He smiled again. “You know, it’s almost like I’m taking this better than you three are. I expected cheers and excited hugs.”

“It’s just shocking,” Lyra said. She smiled. “But I’m happy.”

“And no stallion will get in unless you like him,” Dash said. “That’s the rule.”

“That’s the rule,” Lero said. He rubbed his hands across their backs. “I’ve been doing a lot of research on herding and relationships among ponies.”

“I’ve noticed,” Twilight said. “I’ve been re-shelving your books.”

“I’m also going to tell you that I’m perfectly fine with stabling, if there’s a stallion, or a mare, that you like, and likes you, but doesn’t want to join our herd.”

“Same goes to you,” Lyra said. She winked. “Mare or stallion.”

“L-lets do one thing at a time,” Dash said, and Twilight and Lyra nodded. They held each other in silence for a while, hearing breaths and feeling hearts.

“I thought there’d be more discussion,” Lero said.

“It’s just a big shock, that’s all,” Twilight said.

“Well, I need to shower anyway,” Lero said, standing up. “You guys can think about it some more, and if you feel like it, we can discuss whatever points or problems you might have.”

It was agreed on with hugs, kisses, and guarantees of love.

The warm water poured on Lero as he stood in his shower, eyes closed, leaning his head against the tile wall.

I can do this, he thought. It’s for them. I can do this.

He hated that he was shaking. Lyra said they could detect the tumult in him, but he hoped they didn’t realize how much it took out of him to simply tell them to court stallions.

It’s wrong to hold them back, he thought. They’re ponies. It’s natural for them, I can do this.

A flash entered his mind, of a stallion on Twilight’s back, rutting her while she moaned, while he watched them like a dumbstruck sentry—

Stop, he thought. Any stallion that joins our herd will love them. It’s okay.

He knew his mares would always love him. Why is this so hard?

He laughed, then. He wouldn’t have children. Cross-genetic children with his mares. Bellerophon had lived up to his legendary namesake, and had slain the chimera.