As Luna's Moon illuminated the night sky a train came to a halt at Manehatten central station, the area was quickly engulfed by steam exhaust as various Pegasi, Unicorns, and Earth Ponies rushed out of the coaches or struggled through the crowds to get in. Amidst all of this hustle and bustle, a young mare stepped out of the train and carefully maneuvered through the crowd and toward the exit. Looking around, she cautiously made her way towards the ladies' bathroom... and after making sure it was empty put an "Out Of Order" sign on the door before sneaking inside.

'Gotta make this quick…' She thought as she put down her bag and pulled out a small necklace with a gem attached to the center, said gem held the symbol of a pink heart and a horn surrounded by magic.

The Alias Amulet, an indication of her membership to Amorous Aliases.

Amorous Aliases was a rather unique sex club, specifically set up for those who wanted to do nothing more than swing without having to worry about being recognized amongst their peers. That was what these unique amulets were for. Each one was fueled by a decent amount of Changeling magic, just enough to alter a Pony's appearance, height, and voice to just the right extent.

Smiling, she carefully put on the Alias Amulet, and immediately an aura of pink energy erupted from the gem, engulfing her body and quickly altering her appearance. Pulling down her hood, the mare turned around to admire herself in the mirror. She was now a Unicorn with a curved horn, her mane was now bubblegum pink with white highlights and much more curly, her eyes were now light green, and her coat had shifted to a light shade of purple with a faint pink tint to it.

"Hmmm, not bad if I do say so myself..." She giggled, noticing that her voice now had a slightly deeper pitch and an accent similar to that of a more refined high-class mare. She then took off her cloak and struck a pose, thankful that her clothing complimented her curvaceous figure. Her attire consisted of a black leather jacket, deep blue jeans, and some bright red sneakers.

"Now then, I believe it's time for some stress relief..." She smiled, blowing her reflection a kiss before casually making her way out of the bathroom...

-----

After a few minutes of navigating the city streets, the "Unicorn" eventually arrived at her destination.

Amorous Aliases wasn't exactly easy to find... without the amulet. To those unaware of the spell keeping the entrance hidden, it would just look like a dead-end alleyway, but anyone wearing the amulet would see a door with a symbol similar to the one on the amulet they wore. Subtle, discreet, and completely unobtrusive. Amorous Aliases was meant to be accessed by anypony who had the amulet, no questions asked.

Approaching the door, the Unicorn gestured to her amulet and spoke her code name.

"Cosmic Flare."

The amulet and the symbol glowed for a few seconds, and the door quickly opened, revealing a stairway leading deeper into the club.

Cosmic Flare looked around cautiously before walking down the stairs, the door immediately closing behind her.

-----

After a few short minutes of navigating the halls, the Unicorn found herself in the main lounge room, with walls painted a deep red, tons of spotlights, and a spacious dance floor at the center. To her right was a stage set up, with various stripper poles on either side and a DJ booth on the end. The room was filled with various patrons dancing, some in very revealing outfits. As she made her way to one of the stages, Cosmic couldn't help but casually eye a few of the strippers, drinking in their voluptuous breasts, curvaceous hips, and their… enticing rears of various proportions, some of them were well-toned, others were soft and so bouncy you could've sworn they were made of jello. She could even spot a few bulges in their panties, an obvious giveaway as to which ones were femboys.

She couldn't help but shudder in anticipation, licking her lips at the sight of them. 'Mmmm... so many options... but who-' She was quickly brought out of her thoughts the moment she noticed someone out of the corner of her eyes. Turning around, she was treated to the sight of a rather muscular Pegasus, her mane was rather spiky and a deep shade of cyan with light green highlights, her coat was deep grey with varying shades of grey on her feathers, and her eyes were a deep azure. Her attire left little to the imagination, consisting of black high-heels, a red frilly bra, a crimson thong, stockings that went up to the middle of her thighs, and a similar Alias Amulet around her neck.

"See something you like?" The Pegasus cooed as she turned to face the Unicorn, her eyes alight with lust and a seductive smile on her face.

"Not bad..." Cosmic smirked, eying the Pegasus up and down. "Not bad at all..."

"You ain't too bad yourself." The Pegasus giggled, casually wrapping her arms around Cosmic's waist, their lips inches apart. "The name's Thunderclap, by the way."

"I'm Cosmic Flare." She smiled, giving her a light peck on the lips and pressing her breasts up against Thunderclap's, her hands automatically finding their way to the Pegasus' flank as she let out a low, husky growl. "And I must say, you've got a pretty fit body."

"And you've certainly got a nice rack." Thunderclap smirked, wrapping her wings around Cosmic's back. "So how about it? You wanna get it on?"

"Well, you're certainly blunt…" The Unicorn giggled as she started grinding her hips against Thunderclap's crotch. "Hmm, I guess... got any free rooms reserved here?"

"As a matter of fact..." Thunderclap began before pulling her in close and leaning in closer and whispering into her ear. "... I've got one just for the two of us~" She purred, taking a deep whiff of her perfume. "Shall we~?"

As she entered the room, Thunderclap eyed her partner for tonight up and down, sizing her up in an attempt to see just how rough she could get with her. 'Hmm… she looks pretty slim… but not Unicorn slim…' She mused to herself. The Pegasus then gave the Unicorn a playful slap on the flank, prompting her to turn around. "Mind if I take the lead~?" Thunderclap cooed as she brought her face in closer, planting a long, tender kiss against the left side of Cosmic's neck, making her shudder in response. The Pegasus then pressed her mouth against Cosmic's shoulder and delicately traced her tongue along her partner's erogenous zones. "Mmmmm… you smell nice~" She whispered between licks.

"Th-Thank yo-oooff, oohhh~" The Unicorn replied with a soft sigh, placing her right hand on the back of Thunderclap's head and pulling her in closer. Biting her lip, Cosmic then gripped the Pegasus' flank with her free hand, delicately caressing it.

Still suckling on the Unicorn's neck, Thunderclap brought her left hand up to Cosmic's left breast, gently pressing her thumb against the Unicorn's nipple through the fabric as she wrapped her right arm around Cosmic's waist, giving the mare's rear a nice squeeze. "Ooo… pretty firm for a Unicorn~" The Pegasus cooed, kissing between her neck and shoulder blade before she pulled back.

"You should see me after I work out." The Unicorn chuckled, batting her eyes at Thunderclap as she slowly drew closer, both of her hands caressing the Pegasus' flank. "I can tell you how many looks I get from the mares and stallions~"

"You can tell me later, your lips are gonna be busy in a sec." With a coy smirk, Thunderclap pressed her lips firmly against Cosmic's, wrapping her arms gently around the Unicorn's waist before pushing her up against the wall. Tossing any and all inhibitions to the wind, the two ponies allowed their tongues to navigate and explore across each other's mouths. Cosmic's body shuddered in Thunderclap's embrace as she tasted the Pegasus' blueberry lip gloss and felt her tongue casually sliding across her own, which made the experience much more intoxicating, their passionate make-out session becoming more aggressive by the second.

Thunderclap then brought her right hand up behind the Unicorn's neck, stroking her mane as their breasts rubbed against each other. The Pegasus then began to slowly pull Cosmic's jacket down off of her shoulders, the Unicorn didn't seem to care as her jacket began to slowly slide off of her shoulders, simply letting her arms droop to her sides so it could drop to the floor. Eager to return the favor, Cosmic reached behind Thunderclap's back, unlatched her bra and slowly pulled it off.

While the Unicorn continued passionately making out with the Pegasus, Thunderclap seductively ran her fingernails underneath the Unicorn's shirt before grabbing and pulling it up. "Let's get this out of the way, shall we?" Thunderclap whispered as she broke the kiss. Cosmic simply smirked and lifted her arms, allowing Thunderclap to pull the shirt over her head, exposing her red bra. The moment the shirt was off Thunderclap eagerly latched locked lips with the Unicorn. "Wow, you must be really pent-up~" The Pegasus moaned into the kiss as her breasts slid and rubbed Cosmic's, practically grinding against her as she moved down to the Unicorn's neck, trailing light kisses against her skin before stopping right above her cleavage.

"Heh, what can I say? I've had a stressful week…" Cosmic replied as she tilted her head back and puffed out her chest, giving Thunderclap even more access to her breasts. Less than a second after she did she felt the back of her bra being unlatched, quickly followed by the sight of the Pegasus pulling her bra off with her teeth. "I need some stress relief tonight…" The Unicorn added, letting out a sigh of relief and pleasure at the feeling of the cool air surrounding her exposed nipples. Biting her lip and closing her eyes, she then felt a familiar wetness forming between her legs, causing the slutty Unicorn to start rubbing her legs together.

"Well then, just sit back and relax, I'll take it from here~" The Pegasus smirked seductively before firmly wrapping her lips around the Unicorn's right breast. Cosmic closed her eyes and let out a moan of pleasure, running her fingers through Thunderclap's mane as the Pegasus sucked on her breasts.

As the Pegasus started swirling her tongue around the nipple, she moved her free hand up to Cosmic's left breast, squeezing it firmly and running her fingers against her nipple, making sure to hit all the right spots. But she wasn't about to get real down and dirty just yet. Thunderclap abruptly pulled her mouth off Cosmic's breast and pushed her down onto the bed, catching the Unicorn off guard. Not wasting a second, she then reached down and unbuttoned Cosmic's jeans, pulling down the zipper, and sliding them off her legs, leaving the Unicorn in nothing but her red panties.

Tossing the jeans to the side, Thunderclap wasted no time in suckling on Cosmic's left breast, her right hand slipping into the Unicorn's panties while her left hand pulled her even closer. With one more peck on the cheek, the Pegasus started kissing her way down Cosmic's body, only stopping once she reached the Unicorn's underwear. Thunderclap took a moment to pepper the areas around her panties with kisses, earning a few giggles from the Unicorn, before grabbing the hem of her panties with her teeth and pulling them down her legs, exposing her moist vagina.

"Mmmm… now comes the fun part~" Thunderclap smirked, licking her lips as she spread Cosmic's legs. She quickly leaned down and began slowly running her tongue up her Unicorn's pussy lips, stopping just before she reached the clitoris.

"Mmm, you naughty bitch… ooohh~" Cosmic moaned as she laid back and relaxed against the pillows, arching her back and closing her eyes as the Pegasus eagerly buried her head between the Unicorn's legs, licking around Cosmic's nether regions and running circles around the mare's pussy lips.

Thunderclap sighed as the Unicorn's insides began to moisten, giving the Pegasus a taste of the mare's lust and tempting her to just plunge her tongue deep into her marehood. However, Thunderclap resisted the urge, opting instead to move upwards and start sucking passionately on Cosmic's clit. "Aaahh yes, f-f-fuuuck yeah!" The Unicorn gasped, her expression changing from relaxed to orgasmic bliss as she started panting deeply.

As the Pegasus felt Cosmic's marehood growing more and more moist in her mouth, Thunderclap moaned quietly and began kissing up, down, and around the Unicorn's folds, licking up and down the sides of her pussy. Moving upwards, Thunderclap ran her tongue in circles around the Unicorn's clit yet again, making Cosmic buck her hips in horny enthusiasm.

"Ohhhhhh… hah, hah, h-h-haaahh… that's it, r-r-right there… oooo~" Cosmic shuddered, her heart beating faster with every jolt of pleasure that coursed through her body, her back arched backwards as she let out a sudden, passionate gasp. Her legs then quickly wrapped around Thunderclap's head, completely pressing the Pegasus' face up against her pelvis and forcing her tongue into the soft deep crevices of her pussy. "Just… j-just a little deeper…"

With a smug smile, Thunderclap quickly went back to tonguing her erogenous zones, sliding her tongue around the edge of Cosmic's inner walls and lapping up the subtle drops of her feminine juices as they trickled out of her pussy, relishing the taste of her moistened pussy. The Unicorn's breathing picked up as Thunderclap ate her out with even more aggression, speeding up the movements of her tongue as Cosmic's marehood continued to flood with pleasure nectar.

"Mmmm… aaaahhh! Ohhh, that feels so good!!" Cosmic moaned in ecstasy, the Unicorn's inner walls clamping around the Pegasus' tongue, her toes curling and her legs shaking more violently as Thunderclap practically french kissed her lower lips. "Y-Yes… d-deeper, please~"

She was so close.

So very, very close.

"Yes!! K-Keep g-going! AAAAHHH!" Cosmic cried out, now suddenly screaming in her throes of passion, arching her back as her eyes rolled further back, her fluids were now cascading between her lips. Her passionate thrusts grew wilder as she grabbed the Pegasus' mane and pushed her deeper into her moist crotch. "Ahhhn! Aaaaaaahhhhnn!! Ohhh, Th-Thunder!! Deeper! Mm! Mmmm!!" The Unicorn gasped as she writhed in pleasure, her inner walls clenching tighter around Thunderclap's tongue as it was progressively pushed deeper and deeper into her clenching marehood, with the Pegasus pressing her nose up against her clit.

"K-Keep goooing! Aaaahhhh!! Ohhhh yes! Mmmmmm!" Cosmic gasped, the words barely escaping her lips due to her heavy panting. The Unicorn was so close to the edge, she just needed that last push. " …almost… a-almost there… I-I'm gonna… g-gonna-AAAAAHHHNN~!!!"

Then… with one last flick of the tongue… it was as if a switch within Cosmic had been flipped, the entire world around her seemed to be completely turned off… with all sounds now drowned out by the Unicorn's screams of ecstasy.

Before the Pegasus could react Cosmic squeezed her legs tighter, Thunderclap could feel the Unicorn's inner walls pulsating and convulsing around her tongue as she came. Cosmic's fluids poured into Thunderclap's mouth as she lost total control of her pelvis, her hip movements becoming even more wild and sporadic thrusts, pushing her crotch up against the Pegasus' mouth as the orgasm rocked her body with unimaginable, nearly unrivaled pleasure.

"AAHHH… HHAAHH… GUUHAA~" Cosmic gasped, her butt clenching as her back arched and her shaky legs finally loosened their vice-like grip from around the Pegasus. However to her dismay the blissful eroticism soon came to an end, her screams settling into tired panting as she collapsed onto the pillows. "Hhaahh… hah… heh, hehehee~" She giggled, her eyes rolling back as the Pegasus pulled her face away from her crotch, gasping for air.

"Sheeesh girl, how long were you holding all that in for?" Thunderclap chuckled as she looked down at the panting Unicorn, leisurely licking some of the cum off her lip. The Unicorn's mane was a frazzled mess, her breathing patterns ragged and uneven with a blissful expression of pure ecstasy. "Ooohhh, we ain't done yet though~" She purred as began to crawl on top of Unicorn.

"Huwh… h-hold on… I… I-mmph!" The Unicorn's words were cut off by Thunderclap's mouth pressing against her own, forcing Cosmic to taste all of her lust liquids. Then, after a few moments of silence, Cosmic found herself equally licking her fluids off of the Pegasus' face, their tongues occasionally dancing around each other in unison; as their tongues go deeper into each other's mouths.

The moment their lips separated Cosmic let out a deep gasp as Thunderclap starts kissing up and down her neck. "Haaah… haaah… oooh, FUCK that was good!" The Unicorn moaned out, her hips twitching as she licked some of the excess fluids off of her lips. "Ah… ah think-" She stopped for a moment and cleared her throat. "I think you were all rough-WOAH?!" Cosmic yelped as she felt Thunderclap leaning back and spreading her legs as wide as they could go.

"Like I said, we ain't done yet." The Pegasus said in a sly tone, giving the Unicorn a playful wink as she moved in closer and she started intertwining her legs with Cosmic's. After she finished getting into position, their respective pussies now just inches apart. "Think you got enough stamina for one more round?" She smirked, gently pressing her vagina up against Cosmic's glistening marehood, eliciting a gasp from the mare.

"Oooohh fuck yeah." The Unicorn gasped as she slowly began to grind her marehood against Thunderclap's. "Mmm, this is just what I need~"

Without taking another moment to think, the Pegasus started bucking her hips against Cosmic's as hard as she could, the two of them thrusting forward, grinding their already wet pussies together, the sensation alone causing them both of them to start moaning wildly with Cosmic in particular tilting her head back in blissful pleasure. "Hhhaahh… ooohhh yeah!" Thunderclap groaned, her hips shuddering from the form of the sudden rush of pleasure shooting through her, her own body instinctively shifting to a bucking motion.

"Mmmmpph! Hah! Hah! Hah,-guuhh! Mmmyeah!" Cosmic grunted as she started moving to the same rhythm as the Pegasus, her breathing getting heavier as the friction quickly started to build up. Their pleasure fluids sloppily coated their respective crotches as their marehoods ground against each other. "Oh Thunderbolt, this feels incredible!"

After the two started moving in tandem to match the movements of each other, Thunderclap's body started rippling with the pleasure she was receiving, her eyes fluttering as her breaths became labored. "G-Gahhhh! Awhhhhaaa~!" The Unicorn let out a lustful groan as Thunderclap bucked hard and deep against her, eliciting another loud groan from the mare.

The two of them spent the next few minutes in this blissful trance, grinding against each other with all their might as their already slick pussies become more slippery with their combined fluids, making scissoring each other that much easier, both of them bucking against each other in fits of stimulated passion, breathing heavily as their respective moans spurring them to continue. And soon enough, Thunderclap quickened her pace and ground herself harder upon sensitive pussy, sending jolts of pleasure through her body. For Cosmic, said pleasure was also laced with a dual sense of pain because of just how sensitive her marehood was… not that she minded.

"Oh, sweet Celestia!" The Pegasus heard Cosmic moan as they continued grinding their respective marehoods together at a rigorous pace. Thunderclap could see that the Unicorn's eyes were clenched shut, her body practically glistening with sweat with her mane matted to her face as she screamed as loud as she could. "Oh please Thunderbolt, don't stop! Don't stop!!"

"Oooohh t-trust me...I d-don't plan to…" The Pegasus managed to reply amidst all the moaning, her whole body twisting and trembling as she stroked her marehood against Cosmic's, noticing that the Unicorn's hip movements were becoming more sporadic and random, no longer matching her rhythm as she seemed more focused on desperately trying to make as much contact with the Pegasus as possible.

It wasn't long before their bodies started shaking, their legs instinctively tightening around each other's waists as their toes curled, sweat began to trickle down their bodies, and their breaths became deeper and more ragged.

"Hah! Hah! Hah! "K-Keep going!! Keep. going-Hah! H-Haaaah!" The Unicorn gasped, humping as fast as she could with all the force she could muster, she could already feel her marehood beginning to throb. "Oh, Th-Thunderclap… haahh, I-I'm... I'm… s-so-aaahh… I-I'm s-so close..." Cosmic moaned out, her hip jerking up and down as she continued to fuck the Pegasus, her moans getting even louder with her eyes rolling back into her head.

"M-Me too Cosmic… l-let's… gaahh… d-do it together!" The Pegasus grunted as she leaned in closer, pressing her mouth against the Unicorn's, pulling her into another passionate yet sloppy kiss. Both Ponies shuddered as their tongues became intertwined, moaning into the kiss as their respective senses reached the point where all they could mentally comprehend were their own pleasure and each other's lust-filled moans.

Then, with a few final thrusts, both Ponies reached their limits. Their bodies stiffened and their moans became wails of ecstasy as the rush of pleasure shot through them. "Ahh! Ahhh! Ahhhh! AAAHHHHHHH!!!" They both screamed in unison, both mare's respective bodies writhing uncontrollably as they arched their backs. The sheer intensity of their sudden orgasms caused both of them to squirt their pleasure fluids all over the sheets in violent bursts, bucking their hips one last time as their respective climaxes wracked their bodies, the pleasure shooting through them like a bolt of lightning. "OOOOHHH, AH-HAH-HAH!! H-H-HAAAHH!!"

Finally, Cosmic and Thunderclap took a moment to catch their breaths as their respective climaxes subsided, both Ponies basking in the sweet relief of the afterglow. Panting deeply, both mares released each other's legs as they pulled away and collapsed onto the pillows, their manes messy, their bodies sweaty and shaking ever so slightly, and the two smiling blissfully as they lay there in a state of exhaustion and pure ecstasy.

"Whew… that was… heh heh… wow…" Cosmic sighed, trying hard to catch her breath, practically on cloud nine after such an experience. "I… I've gotta say… you know how to show a mare a good time..." The Unicorn exclaimed, almost in disbelief.

"Heh heh... ahaha… what can I say?" The Pegasus laughed, her body no longer trembling. "You'd be surprised at how many mares and stallions alike I've managed to seduce and outlast." She grinned, proudly pointing at herself and winking at the Unicorn.

Cosmic giggled at this, turning her head towards the Unicorn, a blush on her cheeks. "Not surprising, especially since you got pretty… well… extremely… intense… not that I'm complaining… heh heh…"

"Ahaha… you'd like that, wouldn't you?" the Pegasus laughed, glancing over at Cosmic with a grin as she slowly got up, giving her a seductive grin as she crawled towards her. "So… you up for another round?" She purred, flicking her tongue suggestively.

Cosmic thought for a moment... and shrugged. "Eh, why not? I've got time."

"Sweet, 'cus I just got some new toys I've just been dying to try out." Thunderclap cooed as she climbed on top of her, their breasts now pressing against each other as the Pegasus leaned in close, trailing her tongue up the Unicorn's neck to back to her ear.

Cosmic closed her eyes and moaned as she felt Thunderclap's soft lips and tongue against her neck, sending shivers down her spine…

-----

"Oh for the love of-REALLY!?" Cosmic groaned as she checked the train schedule.

Unfortunately, it turned out that she didn't have as much time as she thought. Thunderclap was an absolute beast when she got to use her toys, and sadly that resulted in their session lasting even longer.

Sighing, the Unicorn pulled out her phone as she made her way down the street. "Welp, time for Plan B…" She mumbled as she tapped away at the screen and scrolled through her contacts. Upon finding who she was looking for, she tapped the name to call her.

A few rings later she was treated to a slightly gruff voice on the other end. [Sup?]

"Hey cuz, I got off at the wrong station and need to wait till tomorrow for the next train, mind if I chill at your place?" The Unicorn asked as she made her way down an abandoned alleyway, pulling off her necklace. The magic keeping her body changed was quickly absorbed back into the gem, the mare's mane shifting back to its natural red color, her coat becoming pale yellow once again and her species changing from Unicorn to Earth Pony.

[Meh, no prob. Pretty dull afternoon anyway…]

"Thanks Babs! Yer the best!" Apple Bloom smiled as she hung up

-----

"Welcome to my not-so-humble abode." Babs Seed smirked as she opened the door, giving her cousin a big hug. "So what happened? You fall asleep on the train and miss your stop?" She laughed, letting her cousin in.

"Eh heh heh heh... something like that..." Apple Bloom chuckled, blushing a bit as she slipped into the house... and flinched a little as she entered the living room.

Babs arched her brow as she noticed the way her cousin was walking. "You ok cuz?"

"Hmm? Oh yeah, just a little sore from some… farm work…" 

This earned a chuckle from her cousin, who gave her a playful nudge. "Over exerting yerself again? Yah really are becoming more like yer sister."

Apple Bloom wanted to argue, but her growling stomach quickly silenced any complaints. "Ugh, tell me you have some leftovers… I'm starving…" The Earth Pony grumbled as she made her way to the kitchen. As Babs followed her however, her nose twitched as she caught a whiff of an oddly familiar scent.

'Since when does Apple Bloom wear perfume?'