The plan of attack had been worked out in advance, with Rainbow Dash’s cunning on full display. However, it wasn’t standing up to reality very well at all.

“No, actually it’s not in the least shocking, Applejack. I understand if a farm pony like you might be, well, shocked, but if you look at it in a historical context it’s quite common.”

“Common?” blinked Applejack.

“Sure! Try not to be closed-minded. Why, if you’d read about the middle period of Fillyopolis—which shall we say is appropriately named…”

“I ain’t sure I need to worry about bein’ closed-minded, to be honest!” said Applejack, feeling the weight of the small, enchanted bit in her saddlebag like it was contraband and Twilight was a Palace Guard who might search her and find it.

“Good!” Twilight seemed to have become more animated as the subject came up, as if she had a point to prove. “Like I was saying, in Fillyopolis, they developed the two-ended wooden phallus with double bit attachment, which is far more complicated than anything you’ve mentioned. I’m afraid you’ve been jumping to the wrong conclusion, and pleased that I can disavow you of it.”

“Of whut?”

Twilight leaned closer, with a smirk. “Studious types know just as much about that stuff as you. Or more. Hah!”

Applejack blinked. “Well… gosh! Y’all sure put my mind at ease. Happens I’d like to get your opinion on somethin’.” She tried not to stare at Twilight. She was sure she was blushing, and it was making Twilight smirk worse.

“Delighted to be of service. How can I help?”

“You ever heard of a magical artifact for that there kind of thing? A thing what grows a penis on ya?”

Twilight giggled. “In fact, I have! There’s a land of ponies over the sea, who speak another language, and they’ve got a word for it. I’ve never heard of it being real, it’s a fantasy idea. It’s called futanari, and that’s just what it means—a mare grows a penis. Technically, not as a replacement, like transforming from a female to a male; it’s in addition, so there’s a penis and also a functioning vagina. Is that the kind you meant?”

“Uh, I din’t look.”

Twilight blinked. “What?”

“I never thought o’ that… I got one, Twi. I got such an artifact. I got it right here.”

Twilight’s jaw dropped. “You’re kidding. I’ve never heard of such a thing!”

“It’s in my saddlebag…” said Applejack, but before she could shrug it off, Twilight’s magic was already rifling through the saddlebag and the shiny metal bit was floating out before Twilight’s fascinated eyes.

“This is it? Oh, Applejack, how exciting! What is its provenance, does it have any markings or a signature? Do you mind if I try to work out what era it’s from? You’ve brought it to the right place—it could be a museum piece, it’s perfect! How do you think it works?”

“It’s a bit. Ya bite on it,” said Applejack, blushing dreadfully.

“Really! Oh—forgive me. I was about to try that! I don’t want to shock you. Would you be offended if I went off into the other room and tried that?”

“Uhhh…”

“It’s all right, I don’t really need to. We can test it out in some controlled setting! The research paper I could write on this would be so wonderful! If it’s real… Who told you about this, Applejack? It’s purporting to be an awfully unique piece. Skepticism wouldn’t be out of place. I feel I should caution you that you may have been hoodwinked. Did you pay money for this?”

“Nope. Dash found it.”

Twilight’s expression darkened. “Rainbow Dash is quite a trickster. I’m afraid I might have to lecture her, because this is going too far. I’m picturing her, knowing you’re a lonely mare, filling your head with this story and sending you to me…”

“Weren’t a story.”

“I’m sorry?” said Twilight Sparkle.

Applejack gulped. “You’re right about the lonely mare thing, but not no more. That’s just it, Twilight! I don’t have to be lonely that way now…”

Twilight’s eyes were very wide. “What is this, Applejack?”

“I’m awful glad you know so much about mares gettin’ with mares and all, it makes it easier to talk to you about this, kinda?”

“I… see. You tried this, and it’s real?”

“Yep,” said Applejack.

“And… you want my advice on how you should approach Rainbow Dash with the news. I’m surprised she didn’t try it, knowing her,” said Twilight.

“No, no! She did. We did. We’re real happy with it, Twi, you have no idea, but… oh, Twilight! Ah would sure like to try it… on you…”

For a moment, Applejack thought she had blown it. Twilight stood frozen, eyes shocked. She licked her lips, and even her tongue was adorable, and one of her eyes twitched. Then, Twilight laughed, and Applejack’s heart sank—for another moment, but only a moment.

“Well, this is my lucky day! Spike, where’s Spike, got to make sure Spike’s out of here. Oh, right, he’s out helping Rarity! Owlowliscious shouldn’t come by, I didn’t say anything about needing backup assisting. Oh, my sweet Celestia. My knees are wobbling! I’ll magic them straight if I have to. Do you really mean it, Applejack? Really?”

“Well, yeah! You really want to?”

Twilight was grinning, a little alarmingly. “Are you crazy? I told you about studious types. I’ve learned so much—and tried so little! I can’t believe this is happening. I want to try everything, experience everything!”

“Whoa there pony girl,” said Applejack. “Everything?”

“I’m sorry,” said Twilight hastily. “Everything you’re willing to do. Ah… what are you willing to do? I should have asked that first. I think you said you wanted to try it on me—which I think would mean you want to turn stallion—and mate with me?”

Applejack looked over the purple unicorn, from her big violet eyes to the ravishing contours of the cutie mark on her curvaceous rump.

“Yep, I guess I’m funny that way. I do, Twi, I sure as sugar do.”

“Oooh! There go the wobbly knees again. Come upstairs before I chicken out or something. This is so exciting I’m going to freak out. Not really! Ahaha… It’s just, new experiences, you know?”

Applejack followed her up the gentle, curving steps to her bedroom. “New experiences, Twi? You mean, new new? Like, you ain’t done nothin’ before, new?”

Twilight glanced back at her, startled, and protested, “I know everything I need to know!” She hung back, and nuzzled against Applejack in what she presumably thought was a seductive manner—and there was a lot of evidence to support her argument. She brushed by Applejack going the other way, and flirted with her tail, and turned to trot ahead, her curvy rump bouncing in a way that made Applejack’s eyes widen in awe.

“Damn if you don’t, sugarcube. You are fine!”

Twilight turned, and her eyes shone with gratitude. “Oh, Applejack!”

Applejack blinked, realizing something. “Hang on—we left that thing downstairs! I woulda grabbed it, except, you know…”

“I’ll get it!” said Twilight, and the magic bit floated into view. “I don’t know, but I guess I’m going to find out, right? How big is it? I mean, the, ah, stallionhood?”

“It’s all different. I git a big fella. Dashie says Fluttershy’s is even bigger. She gets a pretty one, feels bigger’n it looks… Twi?”

Twilight had frozen again, her ears back.

“You okay, Twi?”

“Uh… I’m fine! Fine! Seriously? Fluttershy? I used to say all the ponies in this town were crazy, but I have no words for this now. You gave it to Fluttershy, of all ponies?”

“Dashie did, Twi. It din’t exactly work out.”

“And you’ve seen… no, you said feels, you’ve more than seen Rainbow as a… forgive me, this is a little unorthodox! And you, you and her, or her as a him… or would it be you as a him…”

“Uh,” said Applejack, blushing hard and looking away. “Both?”

Twilight pulled herself together with an obvious effort. “Well! It’s still nothing like some of the things I’ve read about. I’m not shocked, Applejack, or judgemental. I think maybe I didn’t think all this through as much as I should have, though. I’d like to ask… if you have Rainbow, why are you asking me?”

“She kinda… encouraged me to. I’m still tryin’ to learn about how she is, Twi.”

Twilight’s ear flicked. “That’s interesting. Not to say predictable. Why did she pick me? If it’s all right with you, I’d really like to know the answer to that.” Her tone was sharp.

“I beg your pardon?” Applejack looked back at Twilight, and blinked at the annoyed look she saw.

Twilight gave one of her exasperated sighs—a mild one—and glowered. “We have… history. Sort of. Please tell me if she told you to go after me. I don’t want to be her toy again after last time.”

“Last time?” said Applejack. “She din’t tell me to do nothin’! She wormed it out of me that I liked you, and was real happy to hear it. What do you mean, last time?”

Twilight blinked. “Oh. Oh… You didn’t… just come here because Dash put it in your head?”

“Hell no! Argued me into thinkin’ it was okay. What’s all this about a last time? Why does everything Dashie does have to be so dang complicated? She never told me she tried this thing out on you! No, wait, you ain’t ever heard of it, she can’t have done…”

“Oh, dear. You know, if you don’t like that sort of thing, you sure made an interesting choice for a lover… I’d better tell you. No, she never came to me with this magical artifact, but there was that one sleepover. Technically not a slumber party, though I was inspired by having you and Rarity over… I wanted more of that. I got a lot more than I bargained for, let’s just say.”

Applejack hesitated. “Aw… don’t leave me hangin’ like that. I am tryin’ to understand her, ‘cause we’re together now. Maybe she’s gettin’ me to be a lil’ bit like her? If that’s true, I want to know even worse. What’d she do, sugar? An’ more important-like, what did she do that was so wrong that you’re mad at her now?”

Twilight hung her head. “I’m not! Not really. It’s just… I hardly know whether it counts, and that’s driven me crazy. The sleepover was great, it was even crazier than with you and Rarity. She told dirty jokes and we drank cocoa in front of the fire and let our manes down and started talking about all sorts of things. And we slept in the same bed—and that’s when she wanted to know if I clopped.”

“Oh, that?”

“I, uh, I do. When I said that, she wanted me to tell her what I thought about, and I didn’t want to tell her, but it was still very exciting… she started telling me what she thought about, and then she was clopping, right there in bed with me, and I hardly knew what to think. And it was really late at night, and Spike was away.”

“What did she say? I mean,” said Applejack, “what does she clop over?”

Twilight gave her a sharp look. “Applejack, it was you. She clopped over imagining you as a stallion. Did I mention how complicated this was?”

Applejack blushed and her eyes dropped. “An… what did you think about?”

Twilight’s look got crankier. “My thoughts are mine. That’s what makes them thoughts and not actions. I don’t have to tell you, or her. Don’t press me on it. But do you know what I did? I rolled over, away from her, into my usual position, and I started clopping too. I snuggled back against her, and I figured we would clop together and then hug or something, and sleep.”

Applejack’s eyes widened. “I b’leeve I can see where this is headin’…”

“Yeah. What I can’t believe is that I didn’t see it! I hope this doesn’t shock you—but she rolled over, and the next thing you know, her hoof goes between my legs and I’m not clopping anymore, she’s clopping me! I was so shocked I couldn’t even react. I didn’t say a thing, I didn’t try to stop her…”

“Did… she make you happy?” said Applejack.

“She made me come, Applejack! She went after me until I was exhausted, all with just a hoof. You should have her do that sometime, she is incredible, just incredible. I was wrung out by the time she was done with me. She might have come too—she was dry-humping my bottom, which just worked me up more. I didn’t even make a sound—well, much. And then it was over.”

“Over, how?”

Twilight hung her head. “She rolled over and went to sleep. I wanted to talk, but that wasn’t going to happen. And the next morning, she never mentioned it, she was totally normal, and I tried to be totally normal too, but when she left, I cried, Applejack. Was that wrong of me?”

“Aw, Twilight!” Applejack moved closer, nuzzled the smaller pony. “I’m awful sorry.” And awful smug, Applejack thought to herself—easy to be sorry when Dashie might have been thinking of you that whole time.

Twilight looked over at her. “Can I ask you to do something?”

“You sure can, sugarcube!”

Twilight looked woebegone.

“If you don’t really care for me, can you please go home now?”

“Oh, Twilight!”

“I’m sorry,” said Twilight. “I do mean it, though… I’m not going through that again!”

“Now hold on,” said Applejack, stubbornly. “First of all, we all care for you, and Dashie does care for you. She helped me come up with all sorts of conversin’ strategies to cope with you being a… bookish type. Neither of us had no idea you were so expert in these things, sugar.”

“It’s different when it’s real, Applejack. Maybe you should just leave me to my books! I probably want too much from you. It’s pretty weird what I want from you in the first place! Doesn’t that make me a little too much like her, if I’m trying to get you in bed just to lose my v…” Twilight trailed off, and looked frustrated. “Depending on whether that counted. Do you know how maddening it is not to be able to categorize YOURSELF accurately?”

Applejack blinked. “I can only imagine. And Twi? I love her. She’s encouraging me to share myself in, uh, certain ways. An’ I do love you, in fact I also been kinda funny about you ever since we met. Dashie don’t mind. I don’t understand how she don’t mind, but she don’t. Y’all tell me what you need me to do, okay? I’ll do anythin’ you like. Includin’ go home. Anything at all, except to not love you, ‘cause that ain’t happenin’.”

“I don’t want you to go,” said Twilight in a little voice.

“I’m stayin’.”

“I want you to take me to bed, too.”

“With great pleasure, adorable one!”

“I want to be that bold, knowing mare who’s an expert on sex again,” said Twilight—still in the little, tremulous voice.

Applejack was stumped. “Ain’t you?”

“Uh-uh,” said Twilight, with a sniffle.

“Oh, Twi!” Applejack nuzzled her friend. “I will git you through this, I swear it. Whatever it takes. I think you need some cuddlin’, darlin’! Let’s lay down, and if Dashie don’t know how to cuddle, well, I do.”

“Cuddling’s not sexy,” complained Twilight, but she docilely climbed into her bed and let Applejack lie down against her.

“You hush, pony girl. First things first, okay? Y’all feelin’ any better?”

Twilight nodded, her horn making a little arc in the air.

“You don’t have to be sexy for me. Besides, you can’t help it, sugar, you are just adorable. Even when you are all cranky, it just makes you cuter. Ain’t no stoppin’ you.”

Twilight blushed, and snuggled back against Applejack—and then her eyes popped open wide. “Oh!”

“Ain’t got nothin’ to ‘oh’ about yet, darlin’. Do you want me to start?”

“No, no, I just thought of something! I bet I can get over this with a little Twilight Sparkle ingenuity and resourcefulness! Okay, so the problem is, I feel like a filly and not sexy and I’m out of touch with myself, right?”

“Uh…”

“Well, it is!” said Twilight. “So… Let’s study!”

“…study?”

“The artifact, of course! I felt much better when I could ground myself and refer to historical parallels! Get me on my own turf, Applejack, and I’m a rock! Well… sort of a curvy rock? My point is, I want to know more about this thing, and come to think of it, I’d like to get an idea of what I’m in for. That’s just sensible, right?”

“Well, all right,” said Applejack. “You want to check me out? Of course, darlin.” She clambered out of bed, followed by a newly frisky Twilight.

“Oh, and…” said Twilight, crossing her hooves bashfully and looking down. “I don’t know if it would interest you, and I sort of hope it doesn’t… but I want to see what I’d get.”

“Well, sure! Nobody stoppin’ ya! It’s quite all right, sugar, I would rather turn to my Dashie for that, but I’m curious too. How could ya not be curious?”

“Very well, then… experiment to commence!” Twilight looked out across her treehouse, checking that Spike was still away. Her horn glowed, and the bit lifted and floated toward her mouth, and hesitated while she said, “You’re sure this is safe?”

“Din’t harm us none.”

“And that would be…”

“Me, Dashie, an’ Fluttershy. But not Pinkie, apparently.”

“I wondered if you were going to mention Pinkie. Her thing with Dash is pretty obvious. You didn’t let her try this?”

“We’re good. An’ it ain’t that we refused her—she refused to try it.”

“That mare should have lived in Fillyopolis,” said Twilight Sparkle, knowingly. “Early period. Don’t even bother explaining, you don’t need to. And the results so far? Of trying this bit, I mean.”

“Oh, uh… I’m a big fella, Dash not so much but still plenty, an’ from what I hear tell, Fluttershy is jes’ ridiculous but I never saw it.”

“I could make a chart. Proportions, dimensions? I wonder if there are correlations to any other physical or mental qualities.”

“Uh, I don’t know! Y’all give me a minute an’ I could show you. I thought that was what we was doin’, to be honest.”

“Oh!” said Twilight. “I’m sorry—this is working so well for me that I forgot it wouldn’t apply to you. Oh, my, yes. I feel much better now! So I simply bite it, and the penis appears? Does it appear from the artifact, and attach somehow?”

“It grows, Twi—mighty strange feelin’ but kinda nice. You go ahead, and then I’ll show you mine.”

Twilight lay on her bed, and rolled over awkwardly on her back. Applejack could see a glint from between her legs: Twilight was feeling better, her unicorn vag was going wet at the prospect of oncoming events.

“Okay, here we go! Studying the phenomenon in three, two, one…”

The bit levitated over and she took it firmly in her teeth as Applejack watched.

Twilight’s eyes widened at the sensation that Applejack remembered so well—that gathering of forces into the crotch, the reshaping of the flesh, projecting outward and somehow rooted inside the body on a firm, flexible anchor. Applejack watched as a deep purple erection sprang forth from beneath Twilight’s vagina. It was rather fetching—the slenderest one yet at the tip, forming a graceful arc, bulking out at the base but only slightly. It was as if Twilight’s grace and unthinking elegance were given form. Her medial ring, that band of thickness halfway down a stallion’s pride, took a rakish angle, and the flare of her cock-head formed a small, delicate wedge, smaller than most stallions, but it looked right on her.

Twilight gawked as best she could, craning her neck, forehooves kicking as she tried to get a clearer view of herself. “Wow! You sure w’ren’t lying!” she said, without letting go of the bit.

“It’s real pretty, Twi! It looks jes’ like how you are. I bet that there’s a real treat. You know, for more tender lovin’s?”

“Uh, th’t’s nice… but w’re studying, remember? I don’t want t’ be a st’llion.”

“Aw, jes’ sayin’, sugar. So you don’t want to do nothin’ else, jes’ to see?”

Twilight spat the bit out, watching closely, and the elegant unicorn cock shrank and withdrew from its erect position, like it was slurping back into her body—something Applejack had felt, but had never watched. She stared, and realized it was over and she was staring at Twilight’s nipples and the contour of her vagina, which still glistened slightly, her clitoris jutting with the same simple elegance her erection’d had.

“Uh, it went away, Applejack. There’s nothing to stare at now.”

Applejack chuckled. “Heh, heh… Says you!”

Twilight blushed bright purple, and rolled back out of bed again. “Hah! I walked right into that.” She seemed a bit wobbly on her legs, but she kicked the bit over to Applejack’s feet. “Your turn! Study time!”

“Am I bein’ tested on this?”

“Maybe I’m the one to be tested! There’s only one way to find out,” said Twilight, “lie down and assume the position and I’ll float this thing right over to you! Oh, let me wipe it off, I don’t want it to be dusty or anything like that…”

Applejack lay on Twilight’s bed, as Twi had done, her legs sprawled open, and Twilight moved into position, eyes possibly too wide, a twitch disturbing one briefly. “Ready?”

“Bring it on, sugar!”

The bit floated over, and Applejack snapped at it confidently, and she felt the surge of energy as before. It seemed even more exuberant, perhaps because of the close attention. Just another sort o’ rodeo, thought Applejack, as the magical member sprang forth. I’m good at this.

Twilight’s jaw fell open, and she plopped back onto her haunches. “Whoof!”

“An’ WHY do y’all keep sayin’ that?”

Twilight licked her lips, staring. “Would you look at yourself, then?” she said, and Applejack finally did.

Her first thought was ‘I got a fifth leg?’. It didn’t seem too long—though stallions never used all their length, so that was meaningless—but her eyes bugged out at her own girth. She sported a mottled, pink-and-rose shaft that was like two fat lobes with a tube running down the underside, and a heavy medial ring leading to an even thicker base, which also boasted that bold, unround contour. Twilight’s had been elegant. Applejack’s cock looked like it lurked around seaports beating up other penises and taking their money. She suddenly understood why the jaded Rainbow Dash had gone totally mare-ish at the sight—her dick looked more masculine than most of the real stallion cocks she had seen (which wasn’t as many as she’d have wished).

Applejack realised that Twilight was staring at a certain part—her flare—and turned her attention to that. She gulped, without letting go of the bit, and her ears went back as she saw it go harder, just from looking at it herself. Her flared cock-head emerged from the brutal thickness of her shaft like an explosion of bulk, wedging outward in blunt angles. She knew from what experiences she’d had, that a wild narrow flare would feel more delicate inside her—it would fold a little against her inside walls, would bend and not be too hard. This wasn’t that kind. It was a mare-ruiner, a bludgeon. She was very grateful she hadn’t been too rough with Dashie, now that she was seeing what she’d used…

“Rainbow took that?” said Twilight. “Are you fucking kidding me?”

“Um… yeah,” mumbled Applejack through the bit. “Liked it, a lot.”

Twilight’s eye twitched. “Were you gentle? Sweet Celestia, look at you!”

“Ya k’ddin’? ‘course I was! Powerf’lest hindq’rters in Equ’stria, y’ think I ain’t c’reful?”

“Spit that out for a minute, Applejack, you’re scaring the shit out of me!” said Twilight, and Applejack promptly did so, and began to argue.

“Now see here, I din’t have no complaints from Dashie! An’ she is a littler pony than you!”

“Rainbow is crazy! And very jaded! How can that even be possible?”

Applejack took a deep breath, and tried hard to settle down. It was one of those Twilight moments Dashie had warned her about, all right—the unicorn was suddenly enraged, visibly shaking, and Applejack tried to calm her. “Look, sugarcube, it’s all right…”

“It is NOT all right!”

“No, honey, please! I love you very much, we can do or not do whatever you want, I promise…”

“Not helping!” snapped Twilight, still shaking and quivering where she sat. “Do you know why? Do you?”

“Uh… please calm down, Twi… no, I really don’t. Why?”

“Because I’m sitting in a puddle of my own ooze! That’s why!”

“Oh,” said Applejack, abashedly. “Did I do that?”

“You certainly did! Damn your willingness to take my virginity, damn the way you love and care for me, this is an impossible dilemma! Both horns are insupportable!”

“Uh—run that one by me again, in lil’ pony words, please, Twi?”

Twilight Sparkle looked down, still glowering. “It’s not fair to take it out on you. I’m sorry. But… Applejack, I can’t stand this! You being right there and available—I will die if I don’t feel that thrusting into me right away, and it’s gonna kill me if I do!”

She looked up, and the anger was eroding, though she was shaking harder. “Applejack, I need to go through with this more than anything—but—I’m scared, I’m so scared!”

“Darlin’!” cried Applejack, and came off the bed, grabbing Twilight in a pony hug—and then it was all sobbing, clinging, petting of Twilight’s mane, as Applejack remembered back to her own first time, and the anxieties of herself and other fillies at school as they grappled with the intimidating realities of stallions. Twilight had probably found even wilder clop-material than Applejack’s friends knew of. Super-stallions were never out of fashion, though some older mares warned direly of the danger for fillies entertaining such fixations. They scared their friends with tales of awful internal injuries, agony and brutal stallion rapes. Some of the fillies clopped to these thoughts, their eagerness greater than their caution—and in the imagination you could experience anything, and it didn’t matter.

Applejack realized she’d stepped out of the darker pages of Twilight’s fantasies, without knowing it, and offered to become real. And the sensible unicorn was caught between her desires and her intelligent, calculating brain—which had run some figures and come up with a result that inflamed the desires even worse.

Twilight Sparkle was still shaking. Applejack wasn’t sure what to do at first, but then she hit on an idea.

“Honey? Sugarcube? Don’t cry, listen to me. That’s right. This ain’t as big a deal as you’d think. You’ll see. I just realized something. You know the difference between me, and a huge ol’ stallion on you? Did you think of the one big difference?”

Twilight shook her head. “What? You’re like the b… worst I’ve ever seen, what difference could there be?”

Applejack mimed spitting a bit out, onto the floor—and grinned. Twilight’s eyes widened—and shone.

“You’re right—you’re right! How did I not think of that? Of course you’re right! You would do that for me? If I said to stop—if you were hurting me?”

“Aw, sugar, what kinda question is that? ‘Course I would. You-” and Applejack grinned more—“spit your bit or somethin’?”

“Oh my gosh. That would work. Should we practice it? How quickly can you do it?”

“Well hold on—I still put it to you that it ain’t necessary. I distinctly remember bein’ with Dashie and thinkin’, how would a real stallion do this? And I thought, oh right, poundin’ away, I ain’t gonna be rough like that no-how! An’ I wasn’t, neither. Maybe that makes me less of a stallion than some, but I suggest that it’s right for me to be gentle.”

Twilight’s eyes were very wide. “I’ll say. I can’t believe this, Applejack. I can’t believe I’m going to let you… mate with me.”

“Dashie says it’s jes’ fun, and sharin’.”

“Sharing with all the lovers she’s ever had?” said Twilight. “You’re going to get me worried again.”

Applejack blinked. “..using a magical dick that appears out of nowhere?”

“Wait—you’re right again, aren’t you? I’m not sure where it gets its mass—especially for you, whoof! But we’re kind of cheating Nature here. I’m not sure those concerns apply, any more than if you were using a strap-on dildo!”

Applejack cuddled Twilight. All the closeness, the emotion, petting Twi’s mane and gazing into those wide violet eyes—they had her worked up, and the endless conversational minefield wearied her. “Honey, it ain’t a strap-on dildo, but I’d gladly use one on you if you wanted. Din’tcha say you were sitting in a puddle of ooze? You got anything needs takin’ care of, sweetie?”

Twilight gulped. “Yes…”

“Got any suggestions on what to do about it?”

Twilight pulled back, and got to her hooves again. She turned, looking back over her shoulder, presenting Applejack with her curvy rump, cutie mark’s elegant contour on full display. Applejack’s eyes flared with satisfaction, and she jumped to her hooves as well, and flipped the bit into the air with a kick of her hoof, grabbing it with a bold bite and a metallic ting. She heaved herself up and began to mount Twilight’s quivering posterior, and then oofed, as a hoof thumped her chest. Twilight had whirled around again to face her.

“Stillscared!” she gasped. “Ahhh! Giveme! A minute!”

Applejack spit the bit back out. “Ow.”

“I’m sorry! I’m sorry!”

“Oh, Twilight. Steady, pony girl! It’s okay. I ain’t never got that before, but that sure ‘nuff is what you do to a stallion that’s too eager! An’ ungentle hint for ungentle critters in their big ungentle moment! Um, next time maybe not quite that ungentle, girl, some stallions ain’t as tough as me…”

“I’m sure they’re not!”

“Y’all want to steady yourself, an’ try again?”

“Oh, Applejack! I’m so freaked out. You’re so good to me, I’ve got to do this, how can I cope with it when it’s so strange?”

“Maybe Dashie had part of the right idea?”

“What right idea is that, Applejack?”

“Well,” said Applejack, “you do get sexual, right? I think you said that you clopped.”

“I need to clop like a maniac, if you must know, but we should have real sex. Oh my gosh, real sex! I can’t believe I’m having real sex!”

“Yeah, but… would this-all be easier for you, if you was in clop position?”

Twilight’s mouth formed a little ‘o’. Not for the first time, her eyes were wide and adorable. She just nodded—and teared up, as if that would be a special intimacy for her.

“Well, yeeha! Assum… uh, let me rephrase that for my delicate flower. Y’all such a sweetie, Twi, I swear I ache for you right now, you’re magic itself. Would you care to lay down and clop yourself happy—an’ I’ll, uh, join you when the time is right?”

Twilight rushed forward impetuously, and hugged Applejack again, and rushed back to jump on her bed, where she lay, poetry in purple unicorn curves, a hoof taking its position between her legs, which parted slightly in expectation, clearly a familiar motion for her.

Applejack stepped forward, and flipped the bit up with a hoof, but not to bite at it just yet—she aimed it for the pillow beside Twilight’s lovely head. Instead, it bounced off Twi’s head.

“Ow!”

“Sorry! I just din’t want to go for it jes’ yet…”

“No, it’s okay, I’m all right. So all right. Oh, Applejack! Be with me.”

“Ain’t no further invitation required! Except—you got to say when, darlin’. Tell me when you’re ready for it.”

She climbed onto the bed, which creaked at her added weight, and cuddled up behind Twilight, whose body was hot and soft, who trembled and stretched in sensual pleasure, readying herself.

Twilight giggled, unexpectedly.

“What’s so funny, sugarcube?”

“Oh… just thinking.”

“About what?” said Applejack.

“If you must know… I shall clop myself senseless by stealing Rainbow’s fantasy, which I… which I’ve done before, as sort of a joke with myself. No offense! I shall imagine you, Applejack, as a male, mounting me and working a huge throbbing member into my quivering body.”

“Gosh,” said Applejack. “Uh, was it good, this joke with yourself? I never did clop to a joke before.”

“Not,” said Twilight Sparkle, “as good as when you hold me and work a huge throbbing member into my quivering body… for real.” She wriggled, and Applejack felt a surge of arousal within her loins as that adorable pony rump squirmed against her crotch—she could only imagine what Twilight was feeling like.

“Shall we commence?” said Twilight, decorously.

“Ladies first,” said Applejack, magnanimously.

“Still scared,” said Twilight.

“Still beautiful, sugar,” said Applejack.

“I’ll say when. Go slowly! Please go slowly.”

“Got it.”

Twilight’s hoof began to move between her legs, and she let out a deep sigh, snuggling back into Applejack’s embrace, her body warm and soft. Applejack hesitated, then began stroking her, and marvelled at the differences between Twilight and Dash, and the strange fortune that had brought her to this place, able to compare and contrast, and love each for their own qualities.

Dashie had always set her alight with passion, her body lean and intense, the small athlete triggering some strange craving in her soul for that mysterious realm between masculine and feminine—sex with her, a writhing of animal passion that burned brightly, a challenge and conquest of pleasure like two sprinters converging to form one ecstatic whole, entwined and spent after victorious, glorious efforts.

Applejack considered the glimpse of Dash’s past that had been hinted—her Dashie, strapping on a false dick and screwing that Gilda until the unbearable yowling was done and the griffin had collapsed, sated. She wasn’t sure who had been more the wildcat. That was Dash all over, and the pony wildcat was now hers first, that agile cerulean pony body at her disposal both as false male and unexpectedly eager female—though even then, Dash retained her essential character, one that Applejack responded to without knowing why.

Twilight was so different. She melted in a way Dash could never do, as Applejack caressed her body—her contours flowed without bones or edges, feminine and supple. Twilight was soft though not squishy—her form wasn’t so different to look at, but it was like her frame started out smaller, and was then rounded and curved by study and alfalfa snacks. Applejack’s hoof explored Twilight’s contours, and everywhere she went the purple unicorn was feminine, yielding… even across her little ribcage, Twilight was cuddly.

Twilight sighed, and wriggled closer to Applejack, closing her lovely eyes as her own hoof kept steadily fiddling between her legs. She bit her lip tenderly, and made a little whimpery noise, squirming as she teased her marehood in steady, gentle motions, and Applejack watched, in fascination. Twilight’s mood seemed to her like some essence of mare-liness—Applejack never showed that mood in public, but she’d revealed it to Dash and been rewarded gloriously for it, and now she was in Dash’s place, a mare melting and quivering between her legs, hers to pleasure.

“Hmmm… Darlin’, may I be so bold?” she said, her hoof drifting lower. Inquisitiveness seemed catching: she wanted to compare Twilight’s special place with how it felt to clop her own, and there was no time like the present.

Twilight didn’t speak. Her hoof drifted up to meet Applejack’s, and then the country pony felt the curious sensation of Twilight seemingly coaxing her to reach lower without actually doing so. Twi’s hoof met hers and then went limp and passive, as if wanting to be guided—she would nudge Applejack’s hoof lower, and then go girly and weak again. It was perplexing and vague, and Applejack’s ears went back a little, working it out.

“That a yes, sweet thing?” she said.

Twilight whined, a little yearning noise, and nodded. That was enough for Applejack, who promptly reached down between Twilight’s legs to see what the fuss was about, and produced an entrancing gasp and quiver just from her bold motion alone.

The fuss was worth making. Twilight shuddered against her as she explored. Twi was so soft, tender and yielding, and Applejack noticed her hoof kneading slippery wetness right away. It was just like the rest of her body, really—where Dash was bone and sinew, and Applejack was velvet and muscle, Twilight Sparkle was fluid and yielding. Not floppy or wobbly, but again like her bones were more delicate and feminine, like her shape was filled out with nothing so rude as muscle and tendon—if Applejack and Dash had been turning each other to jelly, Twilight had a running start on both of them. Applejack marveled as she kneaded Twilight’s vulva, squeezed her flank, fondled her snug unicorn breasts. She wasn’t sure even she could melt this much, this early, though she suspected after a pounding from Dashie, she rivalled it.

As she explored the limp, quivering unicorn, Applejack was surprised—Twilight wasn’t a mare of just one mood, and her body tensed under the exploring hoof, firmness emerging out of the softness as her hoof reached to join Applejack’s. Twilight’s legs parted further to make room, the elegant tender flanks tensing and relaxing once more, and she gave a little soprano moan as she clopped herself, more vigorously than Applejack’s entranced explorations.

“Ooh, darlin’. Wanted it livelier, huh?”

Twilight’s eyes were slits of dreamy lustfulness. “Get it ready…”

“What? Already is, sugar. This is the time?”

“Slowly! Slow-ly!” insisted Twilight. “Oh Celestia… don’t want to come yet, but almost ready…”

Applejack nodded, and leaned her head over, nuzzling through Twilight’s elegant mane across the pillow to where a glint of steel was half-hidden by dark straight hair. She teased the bit out of there, first trying to nudge at it with her nose, and then abandoning the attempt to snag the end of it between careful teeth and pull it clear. Just as she’d expected, doing that produced comical results—disconcertingly, her crotch flared into malehood in a glancing, sputtering way, and her cock surged forth and shrunk back again like a pop-up toy. It thumped against Twilight’s sex, against her curvaceous rump, across the inside of her leg, and as it did, Twilight cried out and gasped, her body shuddering and her legs kicking.

“Oh my gosh! Uhh! Applejack, nnh!”

“Whoa, darlin’! I’m sorry, lil’ awkward there! Did’ja come?”

Twilight Sparkle shook her head, frantically, panting. “Nuh! Nope! Oh, be careful! Oh, give it to me now—but be careful! Oh scared! Be good!”

“Awww… here, I reckon if I tilt my hips like this…”

Applejack did so, and took the bit firmly in her teeth—and this time, her stallionhood burst forth only to slip between Twilight’s legs. Twilight jolted again, let her legs close around the stiff member, and then parted them again, hastily. She glanced back at Applejack, eyes wide and panicky, whites showing hugely.

“Okay, scared even more now…” she managed. Applejack’s foreleg was around her body in a loving embrace, and the country pony could feel Twilight’s heart hammering away.

“Y’all trust me, still?” she said, earnestly.

“Maybe…”

“Give me a yes, darlin—and git back to what y’all were doin. We kin do this.”

Twilight hesitated… and then, squeaked out a very anxious “Yes!”, and squeezed her eyes shut, gritting her teeth.

Applejack swung her hips back and positioned. She was no Dashie, but she was dexterous enough for this—her tail flicked as her hindquarters twisted and aimed the thick stallion cock towards its goal, and without being able to see quite what she was doing, she nudged forward. At first there was nothing, and she inched a bit closer—then, she felt against her cock-head the soft contour of Twilight’s inner butt-cheek. She could feel Twilight’s trembling through her exploring flare, and it made her go harder—Applejack frowned, and tried to resist the arousal, fearful of allowing herself to go too stiff. Another careful wriggle, and she felt the unmistakable texture of wet mare pussy right against the end of her cock, and nudged forward just enough to tuck into it, and caught her breath.

Her heart was pounding as well. How could this have her so worked up? She had to stay calm for Twilight’s sake. Twilight wasn’t a bit calm. Her hoof was between her legs again, Applejack could feel its presence, but she wasn’t clopping, she was freaking out. Her breath emerged as panicky whimpers, and she squirmed against the pressure, which was making it hard for Applejack to hold herself back.

Applejack began pressing harder, and Twilight’s hoof went berserk, frantically clopping her molten, slippery marehood as the bulky flare took up all the slack and softness around it, nestled firmly into Twilight’s nook and began to wedge into the unicorn’s body for real.

Suddenly, Twilight’s legs kicked, and her forehoof was reaching down, pushing hard against Applejack’s leg. “Stop! Hurts! Stop!”

Applejack did, her body trembling with tension. “Darlin?”

“Oh my Celestia! Uhhh!” Twilight was hysterical.

“What mus’ I do? Twi! Talk to me! What do I do, Twi?”

“I don’t know!”

“Well, honey… I kin stop…”

“Nooo!” wailed Twilight. Applejack could feel her vag burning feverishly, sloppy with coital ooze, and quickly made some guesses as to tenseness and elasticity. It was time.

“Twilight, you listen! I know how you feel, but them flares are not made for pushin’ in slow! It gets narrower again behind that place. Do you trust me? I need to enter you, darlin’, and then you will feel better. You can’t do it all slow, it will be worse!”

“But I, I, I…”

“Y’all stop panickin’! Will you give me a yes? Talk to me Twi, yes or no?”

Twilight shook worse, and then she didn’t give a yes or a no, or anything so reasoned. She screwed her lovely violet eyes shut, and Twilight Sparkle screamed, “OH GOD FUCK ME!” as if her very life depended on it.

Applejack’s powerful hips instantly shoved forward half a foot, without apparent effort.

The swollen flare-head rammed against Twilight’s juicy vag, and splayed it wide for an instant, and then slurped in with an obscene squelch.

Twilight Sparkle’s body bucked underneath Applejack, and then there was nothing but holding still, clinging to the beloved unicorn mare as she kicked and shrieked, her vagina clenching against the intruding hardness in torrents of orgasmic release.

Applejack panted, clinging to her mare, heart pounding as she waited to be able to talk again. Twilight felt awful tight—there had been that softness, and then behind it, the unicorn pussy remained unstretched by stallion, and Applejack hoped like hell she’d made the right decision. She gave a few experimental nudges, and found that while Twi was tight like a steel band, her juices flowed so freely that motion was still possible. Twilight’s vag felt like pliers surrounded by a tender fist—there were layers of tightness in her unlike anything Applejack had felt in Rainbow Dash. Applejack fought to breathe steadily, to lie quietly while Twilight kicked and wailed and spasmed.

Gradually, Twilight’s frenzy evened out—her kicks grew dreamier and more languid, her cries grew hoarse but, at the same time, sweeter: an intoxicating song of wordless love and pleasure, heedlessly moaned and wailed to the world. It amazed Applejack—she’d thought she was shameless in the sack, and of course Dashie was shamelessness itself, but Twilight put real soul into it. Particularly as she quieted down, her every cry and motion spoke of pleasure nearly beyond endurance.

Her grip on Applejack’s cock also grew less numbing as she melted and quivered, shaken by unrelenting orgasm, and it was so beautiful that Applejack took heart, and tried a proper thrust, to experiment. This proved challenging.

As Twilight felt the thick, throbbing shaft abruptly plunge deeper into her, the flare churning the walls of her quivering vag and the taper of Applejack’s stallionhood prying her wider, her eyes flew wide and she split the air with a shriek—and suddenly, there was a firm hoof pressing against Applejack’s leg again, and Twilight was clamping down in frantic tightness, fighting for breath, fighting to speak.

“Go back!” she managed, and Applejack gently drew back to where she’d started.

Twilight panted and shook. “Oh my gosh… oh my… nnnhhh…”

“I am so sorry! Oh, darlin’, forgive me? It was just so excitin’…”

“You’re telling me! Oh my Celestia was that a wake-up call. Uhhh! I wasn’t even on this planet anymore. I was in the clouds, and suddenly… wow! Um… Can you not do that? I thought I was going to, well, die.”

“Twilight! I won’t, I swear, I won’t do that no more!”

“Well… what a way to go!”

“Are you okay? You’re talkin’ now. Tell me what you need.”

Twilight drew a quavery breath. She wriggled sweetly, and her body grasped at Applejack’s hardness and relaxed, too flooded with pleasure to hold the tension for long. “Ooohhh… I’m good. Oh, Applejack! You really did it—you mated me! I’m a real mare now.”

“You sure are, sugar! Uh… does that mean you want to stop?”

Twilight lay on her side, heat radiating off her pleasure-wracked body, curvy flanks framing where the brutally thick stallionhood penetrated her. She took a breath, then another, and began to smirk. “You have no idea how I feel right now. Uh… or maybe you do. But I bet you didn’t get to have Applejack as your first stallion… I don’t want this to end, Applejack. Do you need to stop?”

“The words ‘hell no’ do come to mind, sugar…”

Twilight’s laugh could only be described as joyous.

“Soooo… you wanted to move, did you?” she said, grinning.

“Aw, honey, I don’t…”

“No, trust me, part of it was the shock… I want you to do whatever your body wants to do. Mmmmm! I feel so good! Just know your own strength, okay? I don’t think you have to stay that far back. Nice and slowly—give me half… no, uhhh… seven-eighths that much.”

“What in tarnation? Do you really expect me to-”

“Sorry! Mmmmmm. Let’s go with half.” Twilight was breathing heavily. “Real slow.”

Applejack shook off her look of exasperation—it was only to be expected, if you fucked Twilight, you had to have your wits about you. For an insufferable, calculatin’-durin’-sex egghead, she sure was warm, and her vagina felt simply wonderful, melting to yielding softness again. Applejack took a breath, focussed her attention on her movements and her sensations, and carefully slid forward half as much as she had before, and her stallionhood tenderly slid that much deeper into unicorn vag.

Twilight’s cry was very beautiful. She took a breath, and crooned, “More!”

Carefully, Applejack pressed in a few more inches. Twilight shuddered, her eyes unfocussed, her mouth hanging open, drooling just a bit on her pillow, something she was too distracted to notice and too blissed to care about.

“nnnn… Just a little… more…”

Applejack carefully shifted her hips the smallest amount—and felt the beginnings of a resistance to her thrust. Not like thumping Dashie’s insides, just the suggestion of no more room. She realised how confined Twilight’s spaces were—the unicorn vag clung tightly all across Applejack’s cock, not just at the base but everywhere, to a lesser extent. Somehow, it felt as sensitive as it was—quivering against her hardness like one great nerve ending wired to Twilight’s pleasure center.

Twilight moaned. “Ohhh! There, oh there, there…”

“That’s where to stop?” said Applejack, paying close attention to her stance and position. It seemed like she could keep it accurate. Twilight’s moans were driving her wild, and she felt a building pressure and urgency between her legs.

“…ohhhkay…”

Applejack took that as an answer, and gripping the bit harder, she began to go for the last hurdle—carefully. With un-stallionlike grace, she swung her hips back as if in slow motion, and then sank back into Twilight to exactly the same place, as Twilight’s eyes flew open in shock. Applejack tugged partly out again, and the huge bulky flare massaged Twilight’s inner walls on the way out, and then shoved gently forward to its resting spot. Twilight’s body began to shudder violently, and Applejack withdrew a third time, and began to slide to Twilight’s ultimate depths again…

Twilight screamed, and Applejack stopped moving in alarm and felt the convulsive, orgasmic clenches and quivers flood her mare again. She didn’t kick as hard this time, but her voice showed how wrung-out she was. Applejack held still, feeling her cock go achingly hard, her flare stiffen to its most imposing bulk, and she waited, panting, for Twilight to return to reason again.

It didn’t take long—the unicorn mare was exhausted.

“Twi?”

“Can you… just… rest?” panted Twilight.

“Sure can,” said Applejack.

“I think… we’re done? You can… take it… off, now.”

“Uh…”

Twilight Sparkle heard the tone in Applejack’s voice, and she blinked dazedly, drunk with pleasure and limp in Applejack’s embrace. “What?”

“Twi?” said Applejack, licking her lips, holding very still but feeling the sensation build.

Twilight Sparkle felt the massive stallion cock swelling and hardening inside her.

“Applejack? Applejack!”

Without moving a muscle, Applejack came—hard.

Twilight’s eyes bugged out in utter shock. With mighty throbs, Applejack’s stallionhood gushed into her, so violently that Twilight felt the weight of it slam against the insides of her womb. It felt hot, and sticky, and it came in three big surges that coated what little room she had left and filled it right up—and with that sensation, Twilight Sparkle gave a cry like a lost soul and was completely drowned in orgasm, her body overwhelming her mind with powerful signals of what had just happened, and she knew in her bones what it was, and she came and came, sobbing and laughing as the huge shaft gave another leisurely spurt, and then another little trickle of come as if by afterthought.

Applejack heaved a shuddering sigh. “Twi…”

Twilight continued to sob and laugh, her mind reeling and distraught.

“…Twi?”

“What… have you done?” managed Twilight.

“Uhh…”

“You came! Ohhh….”

“Uh, that’s what I was gonna say…”

“Applejack? I’m going to have your baby! Why didn’t you tell me? Why?”

Applejack blinked, too surprised to release the bit. “My WHAT now?”

Twilight was trembling. Her body still quivered with trailing-off orgasms, and felt like it was glowing in a very particular way, warmed by the heat of the stallion seed, within her like a cozy furnace filling her womb. She felt utterly pregnant, already, and her mind cast about in a sort of fond horror, believing that it could identify the feel of little foals, little Applejack-Twilight colts and fillies, being made inside her. “I’m pregnant, Applejack.”

“Now wait a m’nute!”

“I can feel it!” snapped Twilight, and then her eyes got big and tragic. “I’m sorry! I can’t yell at you. I love you… and you’re the father… and I mustn’t hurt you with my temper.” She drew a big breath. “I’m going to have to get better at that real quick.”

“But…”

“Oh, don’t give me that. You came so hard. How could you not know that was how babies are made? You’re a farmer, for crying out loud! Applejack… I f-felt you come. I just about exploded. It flooded me. You came a lot. You came so much, how could I not be pregnant? We didn’t take any precautions.”

“Well…” said Applejack, perplexed. “You know about these things. Gosh. I nev’r… Twi, I love you too. I never thunk I was g’nna be a father—but if you’re sure?”

Twilight Sparkle looked solemnly up at Applejack. “I can feel your life inside me. I am going to have a foal. Your foal. That’s how this works, Applejack.”

Applejack gulped, and mumbled around the bit, “Yep. Uh… I reckon w’re gonna have about the most complicated m’rriage. Ya think?”

Twilight’s gaze didn’t waver. “I will lose my studies. I will have to lose my relationship with Princess Celestia.” She gulped, and looked tragic. “Oh, Applejack, do you love me? I’m scared.”

Applejack teared up, and embraced Twilight, still without releasing the bit, still penetrating her mare to her womb. “I love you. I’ll t’ke care of you. No matt’r what. We will get through this. I love you.”

Twilight Sparkle was crying too. She sniffled, and looked up at Applejack with big, helpless eyes. “We’d better go and begin our new life… together.”

Applejack just nodded, her look just as tragic yet beautiful.

“Spit that thing out and help me up. I have to draft a letter to Princess Celestia,” said Twilight, and her eyes overflowed with tears again, her face twisting.

Applejack looked on helplessly, and then hugged Twilight very hard—and quietly dropped the bit onto the pillow, her head lowered, accepting their fate bravely.

The magical cock shrank, withdrew, melted into nothing.

Twilight’s eyes went very, very wide.

Twilight’s face went very, very red.

“Twi?”

Twilight Sparkle gulped, and Applejack blinked.

“Twi… when I let that thing go… it went away, din’t it?”

Twilight Sparkle looked straight at Applejack, expressions racing across her face almost too quickly to interpret. Dismay, joy, shame, relief, grief… Finally, she nodded, looking Applejack right in the eye, her head high, her smile wide.

And then, she burst into bitter tears, and was wrapped in the embrace of the country pony.

“Oh, Twi! Poor Twi!”

“Oh, Applejack! I… I almost wish it hadn’t! I love you so much!”

“I love you, sugarcube. Boy, life just got a whole lot simpler, din’t it?”

“You’re telling me!” Twilight broke from the embrace, and gazed at Applejack, joy in her tearful eyes. “I don’t have to write that letter to Princess Celestia! I can still have my life! I can still be her special student!”

“You sure can, sugar. You are! You’re so many wonderful things…”

“Because…” and Twilight Sparkle looked heartbreakingly forlorn. “Because… it went away. I won’t be pregnant—from you.”

Applejack nodded, holding Twilight tightly. “Yep.”

“Maybe… we can pretend it didn’t?” said Twilight, in a little voice. “That you made me pregnant, that life stayed as complicated as I thought it would have to be? Sometime?”

“Awww, Twilight…”

“I remember everything you said. I know you’re with Rainbow. But… Rainbow shared you with me, I guess… and I’m sure she didn’t expect this… and can we… pretend?”

Applejack gazed into Twilight’s eyes—and gave her a soft, lingering kiss.

“Ah guess we get to have a lil’ secret of our own, don’t we?”

Twilight smiled, and the smile was a little wobbly, but it held. “We do.”

Impetuously, Applejack hugged her friend again, harder, and then the smile was even more solid.

“Okay,” said Twilight, “can you help me up? I think maybe I can walk, if I’m lucky.”

“Ah will carry you, my darlin’. Where you want to go?”

“For now? Nowhere else, just to be with you. It’s not far, I promise.”

Applejack smiled.

“Nope. Ain’t far at all.”