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Lilith, tired and slowly recovering, stumbled from the edge of the Everfree Forest. The hardest part of the journey was over, but now the deception would truly have to start. She was in pony territory now, and no pony could learn of her true self.

Lilith looked herself over, making sure her false form was still working properly. She stretched her raven black wings, able to feel each and every feather ruffling in the breeze. They felt like they were hers, despite the knowledge that they had only been shaped a month ago.

Her saddlebag hung loosely around her gaunt form as she continued on, hoping to find a safe place to rest for once...

~

Lilith was forced into consciousness by a hoof prodding her side and an incessant country drawl ringing in her ears.

"Y'all gonna sleep in the dirt like that? Now it just wouldn't be right if a member of the Apple family left somepony in a state like this." Lilith was prodded again. "Up an at em. Red Rustic and I will get you back to health. Darned Pegasus ponies, flying themselves silly." The mare shook her head at Lilith's lack of motion, pulling her off the ground and over her back. "It's a good thing your folk ain't that heavy."

Somewhere along the bumpy ride on the Earth pony's back Lilith drifted off again. Her exhaustion from travel and month with Sloth had taken their toll.

~

Over the next few days Lilith became well acquainted with Honeycrisp, the mare, and her husband Red Rustic. They owned a tiny apple orchard, practically in the middle of nowhere, but planned one day to be the best Equestria had to offer.

From her saddlebags they had assumed she was some sort of delivery pony so she had elaborated on that. The wonderfully sappy couple had eaten every word about how she had been returning from a delivery to gryphon country when an out of control storm blew her off course.

They were kind folk, and Lilith felt bad about deceiving them. But what other option did she have? It wasn't exactly common knowledge that a changeling queen, Lilith's mother, had once helped Luna and Celestia. In fact, the tales of changelings and their evils had run rampant in Equestria.

Lilith sighed to herself as she came back from her thoughts. She took a bite of an apple they had given her. "I think I should be moving on, I don't want to overstay my welcome." She didn't want to be a burden to the new couple, and frankly it was a little awkward hearing the two when bedtime came along.

"Nah, It's fine Lil." Honeycrisp used a shortened form of her name. "Just stick around one more night, we had some plans that involved you."

Lilith gave a little mumble, were they going to have her pushing around the hay bales in the barn again so she could quote 'get her muscles working'? Granted the exercise had helped, but Lilith felt that she wasn't cut out for this earth pony work.

"All right, but just one more."

Lilith finished her apple and was about to throw the core aside but was interrupted by Rustic.

"Ya gotta plant the seeds for good luck." He said, scratching a hole in a patch of soft dirt nearby.

Lilith got up and unceremoniously deposited the apple core, seeds and all, into the shallow hole. She gave a strange shudder as she scooped the dirt back on top, pressing it down.

"Y'all ok," Rustic asked, seeing Lilith standing there with her eyes glazed over.

Images raced through Lilith's head, she saw one of the seeds she had just planted going through its life. The small sprout would swiftly grow into a tiny sapling that a small foal would sit by and play. Later on it would grow to maturity, the apples it produced would be plentiful.

In fact, this lone tree would be the one that provided the seeds for the orchards expansion.

It all went by in a flash, years and years in seconds. At a ripe age of one hundred and thirty four the tree would wither and die.

Lilith trembled, stopping the flow of visions, what was this new power? While it was nice to know her actions had caused something good why was it that she could sense the future surrounding them?

Lilith thought back to one of the stories her mother had told her of the mysterious Doctor Whooves.

"The mind of a Time Lord works differently. They can sense what is, what was, and whatever could be."

So was this some part of her father leaking through, and did he manage to pass on more than just the genetics of two hearts?

"Lilith??" A voice called out, brining her back to reality.

"Sorry, I'm fine. Just zoned out for a minute there."

Lilith received skeptical looks, having been nearly deathly ill days before. The two weren't quite ready to believe her excuse.

"Really it's fine."

~~

"They really need a foal of their own..." Lilith grumbled to herself, heading back inside the decently sized farmhouse after getting some fresh air. Any Pony or Changeling should consider her an adult, if only just barely.

She flew in through an open second floor window, not bothering to take the time to use the door and climb the stairs. She instantly regretted the decision upon the view that greeted her.

In what had been the room they were allowing her to use she saw two figures sexually entwined. Red Rustic stood, mounted over Honeycrisp, rutting against her as she braced herself on the wall. From the sights and smells it was evident to Lilith that the mare must have entered into heat.

Lilith watched as the mare quivered in pleasure, begging for even more. Lilith thought back to her vision of the sapling and young foal, was this when he would be conceived?

Rustic's tail flicked as he tried to hold himself back, but as Honeycrisp clenched down around his member he couldn't prevent it any longer. He hugged her form tightly, burying himself inside her depths and unleashing his fertile torrent.

At this point Lilith herself was quite excited by the scene, biting her lip as she clenched her back legs together. Rustic pulled back, tired from the exchange, and Honeycrisp gasped as his member dragged its way out through her overly sensitive and needy nethers.

"Please, I need more. I can't stop this fire inside of me," she begged as her entrance drooled out a sticky white glob. Apparently this hadn't been the first load she received recently.

Rustic looked spent, and as he noticed me silhouetted in the window his expression quickly went from surprised to deviously hopeful.

"Umm... You mind helping us out here Lil?" He said scratching his head awkwardly with a hoof, currently unable to further 'help'.

"I...um..."

Honeycrisp had also noted my presence and looked upon Lilith with a need in her eyes. It didn't look like she was quite in a rational state of mind, her heat driving her wild.

Honeycrisp approached and took hold of Lilith, leading her towards the bed.

"I'm not sure I should be doing this..." She said as Honey gave a light push, toppling her unto the sheets.

"Just let your hips do the talking." Honey jumped up with Lilith, entwining their back legs.

Lilith gave a light gasp as their hips met, causing both of their aroused nethers to press together. She could feel the heat radiating from Honeycrisp.

Lilith squirmed at the sensation of honey's soft labia squished against her, unused to being touched there by any pony but herself. Lilith's motions only causing greater friction between their rubbing nethers.

Her motions were reciprocated as Honey gave a push and slide of her own, Rustic's seed a lubricant between them.

Lilith's reluctance slipped away, and at that point and she gave a purposeful grind, their hips pushing together as she mashed her clit against Honeycrisp's.

They both let out a cry of pleasure, Red Rustic watching the scene with wide eyes.

An idea must have come into his head, his throbbing arousal swiftly returning. He went over to the scissoring pair and slid his member between them, his thick girth parting both of their nether lips and stroking across their clits.

Honeycrisp, acknowledging his presence, started sliding along his member, Lilith following suit. The two stroked their soaked cunnies simultaneously over each side of his colthood, Lilith on the left and Honey on the right.

Rustic grunted out at the pleasurable feeling, despite not being buried to the hilt in one of them this still felt amazing. Their combined heat and motion drove him wild as they both picked up speed until they were frantically sliding along his member, seeking their own peaks of pleasure as their breathing became labored.

As they began to pant out from the exertion Rustic grabbed each of them with a single hoof, pushing them close while taking over thrusting.

Lilith and Honey cried out as his member thrust between them, stimulating their sensitive nethers and engorged clits. The pleasures he caused them only adding to the flow of aroused juices and noise.

As their cries reached a climax Rustic's thrusts became unsteady. As the mares' insides clenched down in pleasure Rustic let loose, his member jerking in between the tight coupling as they slowly ground against him.

Lilith felt a splatter as a strand of his ejaculate found its way to her cheek. She then gave a tremendous blush as Honeycrisp leaned in and licked it away, her maw coming in afterwards for a thank you kiss. Lilith caught a taste of the sperm on her tongue, but she didn't seem to mind.

Honey seemed sated for the time being. And Rustic's seed from his earlier session, which was already taking hold, would make the earth pony couple proud parents.

Lilith, having enjoyed the small sample, went down upon Rustic's member. She lapped over its length to get a taste of the mixed lubricants and gave a quick suckle on the tip to take the remaining drop that had pooled there.

Rustic gave a contented sigh as he lay his head down, his eyes slowly closing.

Honey had also drifted off, tired from the events. Or was it something more? Lilith felt wide awake, her twin hearts pounding with excess energy.

Lilith pulled away from the pair, feeling a tiny bit guilty. She hadn't meant to drain their energy in that way. She dried herself off on the already damp bed sheets and grabbed her saddlebag, sliding it on.

In a few minutes she was ready to go having written them a quick note with an old, half congealed, pot of ink and a quill she found lying around.

"Sorry that I'm leaving on such short notice. Thank you for everything, you two make an amazing couple. By the way, congratulations (you will understand in a while)."

Lilith rummaged through her bag and pulled out a brilliant emerald, one of the many gems that she had taken from her mother's stash, and placed it on top of the note.

She also looked over to her limb, where the ornate gold band rested. The soft metal was dented and scratched in a few places, having been through quite the ordeal. She made sure it was well secured before taking flight, heading back out the same window that she had entered earlier.

Author's Note:

Thanks for reading!