Breaking Rainbow

“Ah’m sorry? I don’t think I heard you correctly, missy.”

“Oh, yes you did,” purred Diamond Tiara languidly. “Ahnnn! Exemplary. I could get used to that.” She gazed back at Apple Bloom with half-lidded eyes.

“WHAT did you call me?” demanded Apple Bloom.

“You’re my new servant,” said Diamond Tiara. “A personal—soooo personal—servant.” Her eyes glittered. “Why… what did you think you were?”

Apple Bloom bit her lip, frowning furiously. “Apart from well an’ truly pissed off, ya mean?”

“Oh, don’t be that way!” cajoled Tiara. “You were exceptional! Marvelous. Well done.”

“Good dog?” growled Apple Bloom.

“I didn’t say that. Though if you wish to pretend…”

“Ah wish ta kick your…”

Diamond wriggled weakly. “Just a moment, let me direct it where it will do the most good.”

Apple Bloom sat back, staring in disbelief. “You are plumb crazy, missy! What’s the matter with you?”

That got her a hard look. “Me, crazy?” said Diamond Tiara. “I know precisely who and what I am, Apple Bloom. I think it’s you that’s confused. You’re not a stallion, you know, or any sort of friend of mine, but you can provide a service. It’s a very good service. And who provides service? Servants. Am I going too quickly for you?”

Apple Bloom glared right back, as the sun shone and the crickets chirped in the field. “I think I best set you straight on a few things! Firstly, about the stallion thing, you’d be dang surprised what magic kin do, and second, Ah am Boss Mare of Sweet Apple Acres and nopony’s servant!”

Diamond Tiara didn’t blink. The hint of a confident smirk crept onto her face.

“The suggestion should go over well with those farm ponies of yours…”

Apple Bloom’s ears laid back hard, and she even glanced from side to side in a panic for a moment. Then she set her jaw, squeezed her eyes shut in thought for a moment, and gritted out, “Grow up, Diamond Tiara!”

“Oh, but I have, apparently. Who knew it could be so rewarding?”

“Shut up,” said Apple Bloom. “Ah mean it. Don’t you dare tell them farm ponies any such thing, and even if you did, they’ll listen to me first.”

“Will they?”

“Shut up!” yelled Apple Bloom. She brandished a hoof, and then stared stupidly at it while Diamond smirked.

“You’re not done, I see. Well, I suppose I could endure a little more. Spank away! Rub me afterwards,” decreed Diamond Tiara.

“Never,” hissed Apple Bloom. “You are a damn crazy pony and I ain’t touchin’ you never agin…”

“Liar,” purred Diamond dangerously, and Apple Bloom froze.

“You ain’t gettin’ me that way a third time…” she snarled, her eyes glittering with controlled fury.

“I don’t need to, do I?” said Diamond. “You liked it as much as I did. Such a wonderful servant, throwing yourself into your work!”

“Did not!” cried Apple Bloom.

“You came,” accused Diamond Tiara. “I’m nearly sure I felt it against me, and you were ravaging me as if you were some dog; no wonder that came to mind for you. You’d come crawling back for more, silly girl, and only foalish pride sends you away. Why not just devote yourself to my pleasure? Be my most personal servant. You’re very good at it.”

Apple Bloom had gone red. Her mouth was a thin hard line. She swallowed, and she spoke.

“Ah was warned about you. An’ I thought I could teach you how ta be. And I ain’t sure but what I might still win… but first things first, I repeats: grow up, Diamond Tiara. Grow th’ hell up! Stop playin’ these crazy games. It ain’t workin’!”

“On the contrary,” said Tiara, “it is you being foalish and naive. You don’t understand the realities of social position as I do. If you had, you wouldn’t have been a friendless blank-flank for years.”

“Ah got friends!”

“I meant important ones,” explained Tiara, patiently. “My point stands: if you wish to grow up yourself, allow me to be your guide. And you may be my servant, though this petulance ill behooves you.”

Apple Bloom glared at her. “No way, missy. It’s you that’s gotta grow up, an’ straighten up. And since when do grown ponies carry on this way?”

Diamond Tiara just smiled.

“Welcome to the real world, farm girl…”

Rainbow Dash trotted happily, bouncing into the evening air with cheerful flaps of her splendid blue wings, looking back eagerly at her mate.

Applejack followed, ears a little wilted, her gaze an odd blend of expectant and exasperated.

“Aw, come on, Boss! At least get into the spirit of it since you said yes. You DID say yes, and I didn’t even beg… much.”

“It ain’t that, dearest heart,” said Applejack. “Ah do look forward to see you enjoyin’ yourself. An’ I trust her, though I ‘spect she’s got a surprise or two in store that will shake you up a lil’… and I don’t mean a bit!”

“Then what is it?” challenged Dash. “Come on, out with it. You know I’ll turn right around if you really need me to. I know you, and when you said you want to watch there was some reason. It sounded sincere. What’s the big deal with watching?”

Applejack blushed. “Aw. You know I adore that pegasus body, darlin’? Well, there’s times I don’t get to see it from some angles. You tole me stories, Ah confess I’ve clopped to some of ‘em, but I ain’t seen that stuff. Hardly fair, acceptin’ such things and not gettin’ to ogle that fine blue form. Sometimes Ah’d like to be a fly on th’ wall—or a Fluttershy out th’ window? Anyhoof, believe me, sometimes I jes’ want to look at you all over. Not jes’ the back of your mane. Or the shank of your…”

“Shh!” cautioned Dash, glancing around. Nopony was listening, and she resumed her excited capering. “I want you to, I totally want you to! I want to put on a mare show for you, not just under you. But you didn’t answer my question. What’s so wrong with my plan?”

“Well, Ah’ll say it. It’s my side of the plan. You know what happened the last time I was fixin’ to fuck Derpy Hooves!”

Rainbow Dash guffawed. “Is that all? Don’t worry. Rarity asked her. She’s okay with what we’re gonna do.”

“Yeah, but…”

“We’re here!” said Dash, trotting up to the doorway of Carousel Boutique. It was slightly ajar, and the interior of the shop was dark. “Except maybe she isn’t. What the hay, Applejack? I know she said tonight.”

Applejack’s ears were laid back slightly, but she wore a wry grin. “You don’t know she ain’t. I warned you. Try that door there.”

Dash pushed it with her nose. It swung open with a creak, and Dash glanced back at her mate. “That’s weird! Since when does she have creaky doors?”

Applejack snickered. “Since she needed to pull out all the stops, I reckon. Now I’m sure she’s here. Go on in. An’ I did warn you, sugarcube.”

Dash peered in. “Hello?” she squeaked, then lashed her chromatic tail. “Ha! As if darkness is going to dissuade the spectacular Rainbow Dash from going in and attempting to take the biggest horsecock she ever saw between a mare’s l… no, wait, that was Fluttershy. Make that the biggest feasible horsecock…”

“Enter!” called an elegant and authoritative voice from an inner room—Rarity’s inner sanctum. That door, too, was ajar.

Dash’s wings sprang up. “Oh, you better believe I will,” she breathed. “Sexiest day EVER!”

“Ya think?” smirked Applejack. “Should be fun to watch, I’ll admit that.”

“Definitely,” said Dash, “because part of it is I’m gonna go nuts on that thing for you to watch. You wanted a Dashie show, well, you’re going to get a big one!”

“So will you,” nickered Applejack, flicking her tail contentedly.

“I usually do,” said Dash happily, “but this one’s really extreme! You know that. I never got to watch it sink into you, I only heard that one little noise you made…”

“Watch it,” warned the country pony. “Ah was tryin’ not to torment you at the time. An’ I ain’t goin’ back for more, this is your treat. Ain’t even sure if I will end up gittin’ with…”

“Enter!” demanded Rarity’s voice. “What is the matter with you, bickering in the dark?”

“We’re comin’, Rarity!” called Applejack anxiously. “Go on, Dashie, I’ll follow.”

“Whose fault is that, huh?” yelled Dash. “If you don’t like the dark, why’d you turn out all the lights?”

“Who ever said I don’t like the dark?” replied Rarity, and her amusement was obvious though conveyed through voice alone. The remark dripped with innuendo.

“Well how am I supposed to see where to go?”

“Come toward the light,” purred Rarity, from behind her inner sanctum door. And there was light, just a little, flickering in there dimly.

Dash grumbled, “Dramatic much?” as she carefully stepped toward the door, but then as she reached it and went to push it open with a hoof, it flew wide and the light flared up… and she gasped.

Rarity stood before them, decked out in a shiny black satin corset that gave her nearly a wasp-waisted, alicorn-like look. The straps creaked with the pressure, and extended down to wrap around her legs, splaying her ass with the tension of the bizarre lingerie trusses, twisted garters of nefarious intent. Her eyes were made up more alarmingly than the day she’d flown in the Best Young Fliers Competition, for they relied upon black more than they had then: she wore black lipstick as well, and the eyeliner accentuated her haughty glare, transfixing Dash with her gaze as she batted those eyelashes sensuously.

She was peering wickedly over her shoulder, and she winked, not with her eyes… but it could be seen only as a visible twitching, for the nefarious garters extended to little straps and clips that pulled her labia wide. Dash couldn’t take her eyes off that shocking display. The inside of Rarity’s vag was a lovely pink. Where the clips harshly seized her flesh, it was a distinctly more rosy shade.

Rainbow Dash gulped, her eyes glowing with excitement. “Oh my gosh, Rarity. You dressed mega-kinky for ME.”

“Oh, yes,” purred Rarity, happily. Her horn glowed, and an elegant little whip swished gently in the air beside her. “Now come here. Tonight… you’re my little pony.”

Applejack hesitated, at the door. She was peering in, looking around, searching—and she spotted her quarry, but was nonplussed at the result. Derpy Hooves was indeed present. She was lurking in the background, watching, making no objection, but she looked cranky. It was very odd to see, for Derpy spent her days in almost unbroken cheerfulness. This Derpy looked mad at something.

“Derpy Hooves?” called Applejack. “You okay there?”

Derpy jumped. “Yes!” she said petulantly, stamping a hoof.

“Well all righty then,” said Applejack, but Dash and Rarity weren’t waiting for approval.

“You need to understand,” said Dash, trotting in, “that this is just fun times, okay? Applejack is my real stallion even if your dick’s bigger. I can’t wait to try it out but let’s get one thing straight, all this other stuff is just for show. Got it?”

Rarity’s jaw dropped. She glanced immediately to Applejack. “Applejack, darling, did you hear that?”


“You did explain to her about me, did you not?” said Rarity plainitively.

“Oh yeah,” said Applejack. “Not my fault she din’t listen.”

“Do you play in this manner,” asked Rarity, “or does she expect sweetness and light? Best tell me now, dear.”

Applejack snorted with laughter. “Dashie plays rough now and then. No, let me rephrase that: Dashie has ME play rough now and then. Ah wouldn’t worry yourself about yer plans, Rarity.”

“Rainbow, did you decide on a safeword? Let’s be clear, please.”

“Duh,” said Dash, “Applejack told me I’d need one. It’s Wonderbolt, obviously. But it’s dumb because we won’t be needing it.”

Rarity’s ears laid back. Behind her, Derpy glared at Dash. Rarity said, “You don’t understand what we shall do here with each other, Rainbow?”

“No no,” interrupted Rainbow Dash. She stamped a hoof. “Don’t misunderstand me. I think I know what your game is, Rarity. I’m just saying, I only mare out for Applejack. Not some dress-making fashion pony.”

Rarity blinked. “Is this a condition, dear? Are you asking me not to dominate you?”

Dash smirked. “It would be really sexy to see you try. I just bet you can’t.”

“Can’t I?” said Rarity, raising an eyebrow. Her horn glowed, innocently, as she toyed with the dainty little whip floating beside her.

Dash’s wings lifted, sensing the mood. She blustered, stepping boldly forward to confront the fashionista.

“No way! You’re not even athletic, and your whole thing is all being pretty and elegant and stuff. I can’t wait to feel your mega-dick but I’ll never submit to you, not a chance, and I’d just like to see you trYEEP!”

Her voice had jumped to a squeaky girly soprano in an instant. It had every reason to, for a second whip behind her had deftly cracked and nailed her right on her pert blue rump. Her wings shot fully erect, and she quivered, wide-eyed, speechless for a moment. She gulped.

“Okay maybe a little,” squeaked Rainbow Dash, beginning to pant.

Applejack snickered, then laughed out loud. “Hah! Ah warned you. Have fun, sugarcube, ya got my permission to take this ride. I’mma watch it all, prob’ly clop up a storm. Go ahead, Rarity, teach her a few things.”

Dash, wings stiffly upright, stared at Rarity as she paced deliberately forward.

“Oh, I shall,” said Rarity. “Darling Rainbow, there are many types of pain and submission. You seek one, but you shall have them all. They blend so deliciously, you’ll see.”

“Oh yeah?” quavered Dash. Applejack saw her wink, hard. Behind Rarity, Derpy stirred—still looking angry, but biting her lip.

“Say ‘yes, Mistress Rarity’,” instructed Rarity. “This is your first lesson.”

Dash stamped a hoof, bridling. “Y—you can’t make me!”

“Can’t I?” purred Rarity.

Whakow! The whip behind Rainbow cracked even harder, and caught her on the underside of her raised tail. Rainbow squealed shrilly, and trotted in place with panic for a moment, wanting to cower away from the advancing Rarity, but aware the second whip was behind her. She stared wide-eyed at the hovering whip, and then her eyes were huge as Rarity walked right up to her.

Rainbow stood her ground, but barely. Rarity leaned forward, and kissed her delicately on the lips.

“Yes, Mistress Rarity,” instructed Rarity. “Say it.”

“A—and you’ll stop hitting me?”

“Oh, no,” chuckled Rarity. “Heavens, no. But it is your first step on the path. We have already begun, darling, there is only one way out. You’ve told me your safeword and I shall honor it. Failing that… you are mine.”

Rainbow gave a jump, as the second whip snuck around behind her, and touched her pouting labia. Applejack saw her wink again, saw her trot in place, on the verge of fleeing…

“Hold still,” growled Rarity, her eyes flashing.

“Y—you can’t…” quavered Rainbow, wide-eyed as a filly.

Rarity bared her teeth and stepped forward again, inches from Dash’s face, her eyes searing the hapless pegasus’s. Dash whimpered and stepped back…

“No!” wailed Derpy Hooves.

Three pony heads whipped around, startled. “What?” cried Rarity.

“Nooo!” pleaded Derpy. “Stop hurting her! I’m sorry, I didn’t mean it!”

Rarity gasped. “But dear, you said she deserved a spanking, or worse! Why the sudden change?”

“Wait,” said Applejack, “Derpy said what? When was this?”

Rarity was still talking to Derpy, though she did answer Applejack’s question immediately. “When she pulled your tail and flew away laughing, remember? You came home and cried and said Rainbow Dash was a meanie, and I had to worm the whole story out of you about how she made you drop your letters…”

Dash’s eyes had gone wide again. “Oh gosh! Really? I’m sorry! I didn’t know it would hurt your feelings. Spy was watching—that’s my kid, Spy—and I got kinda frisky…”

“It’s my turn to get frisky, darling,” scolded Rarity.

Dash rebelled, promptly. “Oh yeah?”

The whip cracked in the air, between Rainbow’s taut rump-cheeks, and she squealed again as she felt the puff of air from the near miss, and cowered. Derpy stared, aghast.

“You’ve been a bad, bad pony,” intoned Rarity, “and we have a rather special way for you to be punished!”

“Whoa there,” said Applejack. She was staring at Derpy. “First of all, shame on Dashie for makin’ ya cry, Derpy. Secondly, ain’t you up to speed on how this works?”

Rarity grimaced. “I’d hoped her vexation with Dash would carry her to some extent.”

Derpy’s lip was quivering. “No ponies are really bad. They’re just silly sometimes. Just because Rainbow Dash made me fly straight home crying…”

Dash was quivering, too. “I’m sorry!” she wailed. “I didn’t mean to hurt your feelings, I was just showing off! I didn’t see you dropped any letters or I woulda helped you pick them up, honest!”

Derpy bounced. “Yay! She’s sorry! You see? I told you she was really a good pony! You can stop now!” Her eyes glowed with delight that everything was going to be nice and okay.

Instead, she stopped bouncing, for Dash laid her ears back and squealed.

Applejack and Rarity stared at the situation. Derpy recoiled in alarm, and peered confusedly at Rainbow Dash. And Rainbow Dash, her head lowered, glared up at Derpy with obvious desperation.

Rarity licked her lips, thinking fast. “Rainbow Dash, the next stage of your punishment is this: explain to Derpy what you now must do.”

Dash shuddered, looking alarmed. “That might be kind of difficult!”

“Do it, or the scene ceases,” ordered Rarity.

Applejack nodded, slowly. “Sounds like you’re gonna have to, sugarcube. Go on.”

Rarity’s eyes gleamed with satisfaction as Rainbow began to speak.

“Uhhh… hey, Derpster. I’m like really sorry about pulling your tail, first of all…”

“Yay!” squeaked Derpy. “I knew you were good!”

Dash soldiered on, her ears laying back. “Yeah, well, if you’re not mad at me then can you not ruin this for me? I’m really, really turned on right now.”

Derpy blinked. “Huh? I don’t want to ruin anything, I love you, Rainbow Dash! What’s the matter?” She sat on her plush rump, cocking her head and listening attentively.

Dash began to go red in the face.

“Um… it’s complicated I guess. I want Rarity’s mega-dick so bad, I’ve seen it, I never had anything that big and I think it must feel amazing…”

“It does!” said Derpy. “I have it as much as I can, it’s great! But why is it okay for her to hit you and stuff?”

Dash went redder. “Ummm… well, she likes doing it this way and, and also, um, sometimes I h—have Applejack bite my rump…”

Rarity’s ears were perked eagerly forward. Applejack was grinning, flicking her tail.

“You do?” said Derpy. “Really?”

Rainbow couldn’t meet anypony’s eyes. “B—because I maybe kinda like submitting to her a little, when she fucks me, sometimes, like if I really wanted to… not that I would ever want that! But you know, just maybe, sometimes?”

Rarity moaned in appreciation. “Oh, Applejack, delicious…”

Dash glared quickly at Rarity. “Not like just anypony gets to do that! Even if it is like the hottest foreplay ever! Even if do I have a safeword in case I really really wanted it! Some ponies have a lot of nerve if they think they can make the amazing Rainbow Dash turn all girly for just anypony…”


Rainbow Dash drew in a breath with a sound like a shriek. Rarity’d nailed her rump again. She couldn’t look at anypony, she blushed scarlet, she quivered all over and winked again and again, hyperventilating… and her feathers had all bristled out, at once.

Applejack wore a dangerous, smug grin. “Enjoy,” she said.

“Oh, I will, darling, I will,” said Rarity happily.

“Ah know you will,” snickered Applejack. “Weren’t talkin’ to you. Here now, Derpy Hooves! Do you trust us? I promise, Rainbow is real happy around about now. Sniff the air a lil’ and tell me what that tells ya.”

Derpy’s lip quivered. “How is this happy? I trust you but I don’t understand. Why is Rainbow so excited? How is this fun?”

“When you hear the noises Dashie makes on the end of a dick after ya take her down a few pegs,” suggested Applejack, “maybe you’ll understand better. Rainbow Dash, she don’t give in easily.”

Rarity licked her lips, her eyes fixed on her sulky and quivering quarry. “Applejack? Maybe you can distract Derpy if this upsets her? I think she will cooperate. And I know this bad little pony will!”

“Rainbow isn’t bad!” protested Derpy.

“She wants to pretend she is for a lil’ while,” explained Applejack. “If you want her to be happy, best leave them to it.”

Rainbow nodded, blushing fiercely. “Yeah. That. Ohsweetcelestia. Cut me a break okay Derpster? Pleeeeease!”

Applejack trotted forward and began to nudge Derpy away into another part of the room. “C’mon, honey, them strange love birds gotta sing for a while. Kin we stay close enough that Ah kin still watch ‘em? Ah’ll play with ya, like Rarity suggested.”

“Do you play nice?” asked Derpy, fluttering bashfully.

Applejack smiled at her. “Aw, sugarcube, I’ve always had nice feelin’s about you. We kin play any way you like. Even brought m’ bit, it’s in my hat.”

The voices chimed out from in front of and behind her. “Don’t touch the wings!”

Applejack blinked. It hadn’t even been Rainbow. It had been Rarity and Derpy saying that, in chorus. She glanced behind her at Dash and Rarity.

Rainbow’s eyes were wide and startled, and then softened. “Oh my gosh. You guys are the best. I’ve never played with bodysex and felt so much like it was good for the heart. You really get it, don’t you?”

Rarity tsked gently. “What do you take us for, darling? Derpy is a pegasus. I have known many pegasi. Of course I do.”

Dash beamed, tearing up. “She won’t, I promise. And now I really know you’re not going to touch mine, h…” She gulped, blushing. “…however much they stand up! They’re Applejack’s. But you know that. I love you soooo much right now.”

Applejack’s ears were quirked to the side. “We could, uh, cross over whilst a-fuckin’ and each bite the other one’s…”

“No!” squeaked Dash and Derpy in unison, and they glanced at each other bashfully.

Rarity cleared her throat. “You’ve not had much group sex with pegasi, Applejack darling. To a pegasus it is very personal, very very personal indeed. Derpy prefers I take her into the inner sanctum for such play, though she is quite cheerful about being touched other ways in public. While we are in fact within the inner sanctum now, we are not truly private…”

Both pegasi were looking down, their wings standing stiffly erect as if begging for kisses and nibbles. Both wore massive shamefaced grins and blushes. Applejack scuffed her hoof, feeling as if she’d offended protocol.

“You got it,” said Dash, grinning at the floor. “Bodysex day!”

“Glorious bodysex day, darling,” said Rarity.

Dash smirked. “Yeah, since you get to experience Rainbow Dash’s glorious body! If you deserve to. Mayyybe you don’t deserve it, what do you think about that?”

Her wings stiffened a little more as Rarity took in a sharp breath between her teeth. Applejack’s eyes widened, and she hastily began talking to cover for them. “Feels good ta please Derpy. Ya know we was ready to, way back when she first came to Dash?”

“I’m right here,” said Derpy Hooves, sulkily.

“Erp! So you is,” said Applejack. She nuzzled the grey pegasus, and was nuzzled back.

“I want to be over on the other side of the room,” said Derpy, “and not watch Rarity hurting Rainbow Dash, please.”

At that, Dash bridled, and began loudly arguing without once saying ‘Wonderbolt’. “Hey, this is not about Dash-hurting! This is about me getting to fly a session on the end of that mammoth horsecock, if certain ponies are good and really nice to me…”

Whakow! “Yeeep! Will you quit…” Crack! “Eeep!” Crunch!

“GYAAAH!” Dash panted, wild-eyed. “You BIT my CLIT!”

“Got your attention, didn’t it?” retorted Rarity. “Hold still and be quiet.” The next sound was a slurping, as Rarity began to slatheringly lick Rainbow’s shocked vagina.

Dash shuddered, her tail flicking wildly, and then heaved a deep breath and moaned, “Ohhhh that’s g…”

Whakow! “Yeeep!”

“I said QUIET!” snarled Rarity. After a brief silence, the slurping noises began again. No sound emerged from Dash, except a faint keening, and then the rattle of her hooves against the floor and a repetitive wet glitching noise as her pussy began to clench on itself in orgasm, the responsive Rainbow beginning to come as Rarity caressingly licked her protruding clitoris.

Applejack tore her attention away, and turned to Derpy. “Never you mind them two,” she said, and hugged the grey pegasus. “Remember that time you came around to th’ barn? You was adorable!”

“I was?” squeaked Derpy. “When?”

“You remember? You was trottin’ and all worked up and wantin’, uh, wull, Twilight Sparkle actually,” admitted Applejack. “I was all ready for ya, and you din’t want none of that. Said I was too big, an’ now look at who you’re with!”

“Oh,” said Derpy. “Uh-huh. It hurts with Rarity but I come super hard, I don’t even need to kick thunder clouds anymore.”

Applejack winced. “Good. An’ now maybe you will allow me ta entertain you, as I meant to way back then?”

Derpy pouted. “SHE didn’t think I was adorable.”


“Twilight Sparkle…” said Derpy.

A squall caught their attention, and they glanced at Rarity and Rainbow. Rarity’d laid into Dash’s ass with another crack of the whip, and Dash was shaking visibly and raging, “What the hay do you want from me anyway? What do I have to do to get you to mount me?”

“Oh, you think I’m going to mount you?”

“I want those forelegs wrapped around me and that big fat cock shoving up my…”

Whakow! “Yeeep!” Rainbow’s voice went fillyishly high when provoked, breathy little squeaks devoid of the bluster she usually enjoyed.

“You’re a naughty bad disobedient pony,” declared Rarity, “aren’t you?”

Dash trembled and bit her lip. “Is that a hint?” she quavered.

Rarity leaned in, and Dashie flinched, and Rarity whispered in her ear.


Rainbow Dash’s eyes lit up, and a crazy mad wobbly smile crept across her face, and she breathed, “…totally came to the right place, then…”

Applejack realized Derpy was talking to her, and tore her attention away. “What was that, sugarcube?”

“SHE didn’t think I was adorable,” repeated Derpy. “That was sad for me. She wasn’t there. Why was it adorable to you?”

“Um, I’m sorry,” said Applejack, “I weren’t thinkin’. You’re still adorable now, honest.”

Derpy stuck out her lower lip. “Do you really want me? My eyes are funny and I’m not a smart pony.”

“Aw, honey!”

“No, listen!” begged Derpy. “It’s okay, Rarity loves me and wants me. So much that it doesn’t matter if you don’t. But I don’t understand all the things she likes…”

They glanced over, again. Rarity had persuaded Dash to place her rear hooves in spreader bars that set her legs well apart, and she was demanding, “Now, on your face, worm! Arse in the air, face planted on the ground! It’s the forelegs next!”

“Oh yeah?” raged Dash. “How am I supposed to stamp my hooves? I gotta hold my head high for, like, awesomeness factor! That would feel so vulnerable, I’ve never had it anything like that way, I totally refuse and you can’t make m…”

Whakow! “Yeep!” Whakow! “Aaaah!” Crack! “OhsweetCelestia!”

Derpy was prodding Applejack’s chest with a hoof, and Applejack tore her attention away again.

“Explain why you want to have sex with me when I’m so derpy and dumb,” demanded Derpy Hooves. “Or I won’t have any. I know you want Rainbow Dash. You only want to watch her, even now!”

“All th’ pegasuses in here is derpy,” grumbled Applejack, peeking at Dash who was pressing her face to the floor and moaning, Rarity moving in to loom over her. “Well now, try THIS on for size, then!” She doffed her hat, snapped the bit out of the air, planted her hat firmly on her head again, and reared in front of Derpy showing off the spectacular bulk of her magical Applecock.

Derpy pouted. “It doesn’t count. They magically appear even if you aren’t feeling like it, I know that from Rarity. What else?”

Exasperated, Applejack spit the bit out, pounced, and kissed Derpy hard on the lips. The grey pegasus fluttered wildly for a moment, and then her wings began to grope the air more dreamily, and she trembled to feel Applejack seizing her and kissing her so fiercely.

Applejack broke for air. Derpy blinked, stunned. “Gosh.”

“If Rarity kills my Dashie for me tonight,” vowed Applejack with a wry halfsmile, “Ah will fight her ta get YOU, how’s that?”

Derpy squeaked in alarm. “Hey! I don’t want Rainbow Dash killed! Will you talk sense?”

The smile dropped away. “Fine, I will! You got a good heart and a stubborn-ass mind!”

“If you don’t love me the way Rarity does then I don’t want your penis in me,” protested Derpy.

Applejack shifted her hat around on her head, her ears laid back. “Now see here. You remember that I do love Dash best? Even takin’ into account my lil’ old fetish for them feathers and all. Only so much Ah kin give you, girl. You ain’t tryin’ to swap pegasuses out on me?”

“I love Rarity best too, big deal!” said Derpy. She pouted again, obviously just as frustrated. “Look, Applejack, all I want to know is—are you just trying to distract me so I don’t bother Rarity and Rainbow Dash, or do you really care about me and want to have sex with me, just as I am?”

“Consarn it!” swore Applejack, and she took a deep breath, and she took off her hat. “But Derpy, lil’ darlin’, when did I ever, EVER say I din’t?”

Derpy thought about this solemnly for a minute, and Applejack let her.

Rarity’s voice reached them, mocking, affectionately teasing. “Oh, Applejaaack? How do you like your marefriend now?”

Applejack looked over. Rainbow Dash grovelled with her face pressing the floor, her rump stuck way high in the air, her tail dangling forward over her own head. Her wings stuck way out in front of her because Rarity had persuaded her to cuff her forehooves behind her back, and her pussy kept winking and squeezing out dribbles of mare-ooze, which due to her position was all flowing back into her and making her a vertical pegasus lube-pot overflowing with equine nectars. She squealed, but never lifted her head from its unnatural position because she couldn’t have done that if she’d tried, and her whip-marked ass continuously quivered and twitched, for Rarity had worked her up into a state of absolute sexual hysteria and she was trembling on the verge of orgasm as she waited for her prize.

Applejack gawked. “Dang,” she said. “Uhhh… Yep, that’s my Rainbow all over.”

Derpy watched, awed, as Rarity took her own bit in her teeth. She had a crock of butter handy, and as Applejack and Derpy watched, her horn glowed and she smeared a thick layer of butter all over her frighteningly massive magic horsecock.

“Now would you look at that,” muttered Applejack. “Dashie’s a pile of ooze, what does she need to do that for?”

Derpy clung to her. “It’s for the outside part! Oh gosh, I know this one, but not with all that metal stuff!”

“The what?” blinked Applejack, and then her eyes widened.

Rarity reared, balancing on her hind legs. She took one stride over to where Rainbow Dash balanced with butt stuck way in the air. Rarity hauled off and smacked Dash’s rump once with her right hoof, and Dash squealed and frantically nuzzled the floor, in a trance of total compliance.

Rarity seized Dash’s up-thrust rump in both forehooves, and aimed. Applejack gasped, clutching Derpy right back.

Rarity’s hips swung irresistibly forward, and her thick stallionhood shoved forcibly downward into Rainbow Dash’s frantic vagina, prying her so wide that the area around her labia was dragged along, a fleshy tree-trunk of horsecock shoving to Rainbow’s depths in one powerful, deliberate plunge.

Rainbow screamed as if she’d been dropped into lava, and the spreader bar’s chains rattled as she tried to thrash, but the bondage gear was made of iron, and it held her hooves firmly.

Applejack’s jaw dropped. She’d never seen this sight—it had been challenging enough to experience for herself. Now she licked her lips, horrified and fascinated. Dash’s tail thrashed, vibrated. Her wings gave alarming jolts, bristled with feathers fluffing out in agonizing spasms of release. She let out hoarse shrieks, guttural cries from the pit of sexual hell, squeals of fillyish heaven, all mingled and happening at once.

Rarity was gritting her teeth, bulging herself inside Rainbow. She’d draw back, and then thrust downward savagely again and hold, making herself as stiff as she possibly could. When she tugged back, then they could see Rainbow’s labia stretched tightly around that girth, and then she’d shove it down to Rainbow’s cervix again in a single bold motion and hold it there, leaning on Dash’s rump with her full weight, gritting her teeth on the bit, grinning as Dash exhausted herself futilely clenching. As it slid deeply into Rainbow Dash, the pegasus’s labia were lost to sight, and Rarity’s cock transfixed a cerulean vulva crammed so tight that all her sexual parts were just compressed against the impossibly bulky shaft…

Rarity, leaning over Dash, hooves on blue pegasus rump, watching the frizzed-out wings thrash brokenly in front of her, gave a throaty roar between her gritted teeth, and her body shook with intense spasms as she blasted come downwards into Rainbow Dash’s helpless, overwhelmed vagina.

Rainbow squealed, trying to writhe, but the bondage gear held, and she took all of Rarity’s brutal orgasm: the throbs, the deep-thrust horsecock, and the gushes of hot semen firing straight down into her womb, drenching it.

Her rear hooves were shackled to a spreader bar. Her forehooves were cuffed behind her back. Her face pressed the floor. The only thing she could do to express herself physically was to use her totally untouched wings, there for Rarity to watch. Rarity bore down, and watched, avidly.

The blue wings stretched wide, in delicious anguish. They thrashed with alarming force, sending gusts of wind around the room, and then went back to straining as hard as they could as if trying to wrench themselves off Dash’s shaking, shuddering body. Rarity gritted her teeth, spurting deep into Dash’s pegasus womb, and watched the blue wings flap weakly once, twice, then rattle with a dry papery sound as a fusillade of orgasms blasted Rainbow. They stretched wide again, and the feathers all bristled slowly out in apparent agony… but it was capped off not with one of the pain-screams, but with one of the high breathless squeals, and the feathers rattled before Rarity’s eyes again as if they were maracas, for one, two, three, four seconds…

Dash’s wings fell limp, and her body sagged. Rarity immediately removed her weight, and spit her bit out on the ground, and rushed over to release Rainbow’s hoof-shackles, and blue forelegs came free and Rarity took the spreader bar off and shoved the helpless pegasus over so her limbs could recover in a natural position… and embraced her, mindful not to touch those wrecks of wings, but cuddling her sex-shattered body in glee and gratitude.

“Oh, Rainbow!”

“Wow…” croaked Dash, out for only a moment. “Holy fucking shit…”

“Oh, Dashie darling! You are a star, simply a star! I’m not sure I’ve ever gone that hard, I was quite pent up! I trusted you to withstand my full force, and you survived admirably!”

“No—kah! kidding?” coughed Dash, feebly.

“Listen to you, you can talk and be conscious, oh you’re simply the toughest pony alive! You are a super-hero, Rainbow Dash, you are incredible!” cried Rarity.

“Sssh,” managed Dash, listening.

“Oh,” blinked Rarity. “I’m sorry, you wish to be quiet? Anything for you, you star, you! What do you need, darling?”

Dash blearily grinned over at Rarity, much amused.

“Hey, Rarity… how do you like YOUR marefriend now?”

Another moan rang out. Rarity’s head whipped around.

Applejack had found another method of non-wing-touching. She lay across Derpy, who was on her back, her wings trying to stand up but forced to wriggle helplessly, pressed against the bed’s softness.

Derpy’s legs were curled back, wrapping lovingly around Applejack’s waist, and the golden-blonde tail swished happily as Applejack’s hips pressed forward.

Below it, Derpy’s ash-blonde tail thrashed excitedly, and they could see why: Applejack’s cock was gradually, patiently sinking into Derpy’s vagina. It seemed so leisurely. Applejack gently nudged, gave little pushes, and more and more of that tough-looking horsecock worked itself into Derpy’s quivering marehood.

They heard Applejack sigh with bliss. They heard Derpy’s quavery, delighted squeal. They saw Derpy’s hooves, kicking the air dreamily.

“That’s the way we do it sometimes,” breathed Rainbow softly.

“Good heavens,” replied Rarity, just as quietly. “I wonder if I should be taking notes.”

Rainbow cuddled her with the strength of an ailing kitten. “It goes very, very deep because you’re not pushing against butt-cheeks. Watch…”

Most of Applejack’s cock was buried in Derpy’s pretty grey vagina now, and as she pressed further, Derpy began to squirm agitatedly and shudder. They heard Applejack moan.

“She knows just how to do this,” breathed Rainbow.

They watched, in reverent silence, as Applejack’s powerful hindquarters began to shift back and forth. Beneath them, Derpy’s butt clenched, her tail thrashed excitedly, she was moaning louder and louder. The horsecock was visibly tugging out and sinking back into Derpy’s body, glistening with lubrication, stiff as if carved from marble. Derpy quivered, beginning to emit sweet little wails as if her pleasures were getting a little too intense… and Applejack heard, and slowed down, resting until Derpy wasn’t shaking so roughly.

“I would not have done that,” whispered Rarity.

“She likes doing it this way,” replied Rainbow Dash.

Applejack was breathing harder. They could see her ears were laying back, but she wouldn’t make an aggressive move, she just kept working that stallion-shaft within her lover. Not much of Derpy could be seen: the little grey rump curled up under Applejack’s body, the hooves sticking up to either side, the tail flicking about in building eagerness. They saw her forehooves, reaching up, stroking Applejack in obvious joy.

Applejack shifted her position. She’d curled Derpy’s legs even farther back, and the grey pegasus panted and then gave a sharp intake of breath as Applejack’s hips swung forward.

Dash’s eyes widened. “I know that moment,” she hissed. “How deep can Derpy take it? Does she like…”

Earth pony crotch met pegasus crotch, and Applejack’s cock slid farther into Derpy Hooves than anypony ever had—Rarity being too thick to manage it, and having never attempted that curled-up, legs-in-the-air position. Derpy’s eyes flew wide, and her mouth opened in a silent scream, and then…

“Oh! Oh! Ooooh! Uhhh! Oh! OH!” shrieked Derpy Hooves, in obvious ecstacy. Her tail thrashed with delight, her wings flapped against the bed, and all the while, Applejack lost herself in the depths of pony vagina, curling up Derpy’s legs until they nearly tickled her ears and using the leverage and angle to plunge so joyously deep into the thrilled grey pegasus.

“Nhhh… nggh… NGHH!” grunted Applejack, freely swinging her hips for the last few strokes, and then spurting horsecome right up Derpy in eager thick gouts. Derpy squealed with pleasure, writhed as she tried to embrace Applejack with forelegs and hindlegs both, and gave way to breathy little cries and moans, her body shuddering as big warm waves of orgasm flooded her, just as Applejack’s deep-thrust horsecock flooded her so deliciously.

Both country pony and grey pegasus panted, breathless, glowing with satiation.

They looked over, to see a smiling unicorn dragging a disheveled blue pegasus who couldn’t quite walk and was too feather-dustered-out to fly.

Applejack and Rarity exchanged glances.

“Them pegasuses, huh, Rarity?” panted Applejack.

“Indeed, darling. Though I deplore the misnomer…”

“Ya din’t deplore Dashie, though. Dang!”

“Pegasi, dear, it is pegasi. Learn it, know it.”

“Naw,” said Applejack, “If ya don’t make too many fusses I’ll take you on buses to see a whole mess of pegasuses. So don’t cuss me no cusses. No, I mean, you EXplored Dashie pretty good. How ya holding up, Rainbow? Did you come out all right?”

Dash nodded, a look of quivery adoration on her face. Derpy, however, was looking at Rarity.

“Is it over?” she said, hesitantly.

Rarity chuckled. “Yes, darling. Thank you for allowing me to indulge this side of myself.”

“As long as you don’t ever do it like that to me, please?”

For a moment, Rarity looked stricken. “Ah. Well…”

Rainbow rolled over feebly. She tried to reach up to Rarity to kiss her but was too weak, and blew a kiss instead. “It was soooo fucking hot… Mistress Rarity.”

Rarity brightened, though her eyes were concerned.

Applejack had rolled off Derpy, who seemed very sated, but couldn’t lie still. She kicked feebly, then rolled awkwardly forwards to lie limp on her belly instead of her back. It wasn’t a simple procedure, because she couldn’t roll to her sides—her wings prevented it. Once on her belly, her limbs sprawled out freely but her wings stuck stiffly up.

Rainbow’s, too, were jammed in fully-erect position. She gritted her teeth, and managed to get to her hooves, though she wobbled terribly. “Come on, Applejack, it’s getting late, we probably should go home…”

Applejack blinked. “Ain’t much for post-coitus, are ya?”

“Not here,” said Rainbow.

Applejack blinked again. “Huh?”

“Come on, Applejack,” insisted Rainbow. “Please?”

“Wal, all right,” said Applejack. “Pleasant evenin’, Rarity?”

“Exceptional,” said Rarity. She was meeting Derpy’s imploring stare, and wouldn’t look up.

“Um. All righty, then,” said Applejack, and she and Dash made their way out of Carousel Boutique, still shrouded in darkness.

Outside, Applejack remarked, “I reckon that raised more questions than answers?”

Rainbow Dash glanced around huntedly, her steps wobbling and unsure.

“Raised more WINGS you mean. Come around behind this place, okay?”

“But Dashie!” protested Applejack. “Them’s the bushes behind her shop! What the hay, sweetheart?”

“Please! If you love me come back here right now. I’ve got to have you bring me off!”

Applejack’s eyes widened. “Oh, that! But… Rainbow, you ain’t gonna be able to walk nor fly, for real! You’re barely movin’ as it is, are you serious? Can’t we get you home first?”

“Are you joking? After what Rarity did, and then what you did to Derpy, I feel like I’m gonna die unless somepony takes me all the way right this second. Holy buck me sideways, Applejack, that was incredible. You took that thing? All of it?”

“Well, I din’t let her truss me up in such a way! Damn, honey.”

“No more stalling!” begged Rainbow. “Please?”

Applejack smiled smugly. “Twist my hoof, why don’t you.”

She followed staggering Dash behind Carousel Boutique, snuggled up to her, and tugged a feather with her lips, provoking a strangled squeal from her lusty pegasus.

“Come on come on come on…” begged Dash.

Applejack quit teasing, and simply leaned over and took Rainbow’s wing shank between her teeth. She bit down firmly, twisting her head around as if gently trying to work the suddenly thrashing wing loose, and she listened as Rainbow made a spectacular array of faint, very sexy noises. Rainbow Dash melted down into a white-hot pool of very fertile pegasus, shaking like a leaf as her body went all the way for her lover, giving her wings—first the one, then the other to similar explosive results—and everything about herself, to her mate.

Applejack cuddled her perverted pegasus, deeply content, and then her ear quirked at a very familiar sound.

From inside the Carousel Boutique, not wholly muffled by the sound-proof room, they heard Derpy Hooves howling with lust, and knew that it wasn’t just the one pegasus who was left desperate to get to one more base.

Applejack went quiet and thoughtful. Rainbow Dash’s eyes widened in realization, and then she went thoughtful as well.

“You’re right, Boss,” said Rainbow, uncertainly. “It did raise more questions than answers.” She briefly imagined Applejack’s mouth closing around Derpy’s wing, and winced.

“Yup,” said Applejack. “Not that I was expectin’ answers. Seems like when we go out a-fuckin’ the town, we’re liable to end up with more questions, as a rule.”

Dash bit her lip, looking frazzled and adorable, and Applejack’s heart went out to her.

“…sexiest night ever?” said Dash, not at all sure whether she wanted a yes or a no.

Applejack chuckled, kissed her, beeped her adorable nose with a hoof.

“T’were your idea, sugarcube!” she said, and Rainbow pouted until she got three more kisses.