Chapter 3: Apples to Rainbows

It was another summer's day in Ponyville. The sun was shining, the birds were singing, the flowers were taking in rays of glorious sunshine, and the heat beat down upon the town. Sweet Apple Acres was looking to be quite healthy this particular day, in spite no apples being in the orchard's trees. Their branches swayed in the wind as the whole farm seemed to grow quiet in the afternoon sun.

That was, until, an argument broke loose.

“I've got a fan club dedicated to my awesomeness,” Rainbow Dash shouted, her muzzle pressed against Applejack's. “And thanks to me, everypony gets to cool off and enjoy the summer!”

“Which ah have to work through so that everypony gets delicious apples to eat,” barked Applejack as she attempted to assert her dominance. “And in case ya hadn't noticed, whenever Twi's not around, Ah'm usually the one who has to keep Ponyville outta harm's way, and Ah even have an award to prove it! Not to mention I do a lot my work without askin' for nothin' in return!”

Rainbow chortled and snapped, “Oh yeah? Well you couldn't keep Flim and Flam from taking your spot as the top cider seller in Ponyville!”

“Oh yeah?” Applejack quipped back. “Well you lost your pretty lil' fanbase once a better super pony came along!”

“Only because you and the others had to butt in!”

“Because you were showin' off while everypony was in danger!”

“Well excuse me for wanting to make sure everypony knew how awesome I was!”

“Well excuse me for being humble and doing the job you were too busy showboating to do!”

“Oh yeah, Miss 'I can do everything all by myself''? I bet you even get laid all by yourself!”

Applejack's eyes flared as she snorted a plume of steam and her face began to burn a deep shade of red.

“That ain't none of your business!” she roared. “And fer your information, ah don't recall you ever chasing any tail with that tight flank o' yours!”

With those words, the flames that burned inside Applejack's face spread to Rainbow Dash's as her wings fanned out.

“You wanna bet?!” she yelled back, her ruby eyes staring daggers into Applejack's lime irises.

“Ah don't have to bet! Ah know for a fact that even Twilight could get more tail than y-”

Suddenly, Applejack's throat seemed to dry. The mention of Twilight made her stop dead in her tracks as she just stared at Rainbow Dash. She stared at her body, and how it was coated in sweat and mud. How her hooves were caked with muck and her body smelt of sweet, sweet, exertion. She could hear Twilight's dulcet giggles echoing in her head as she stared down between Rainbow's legs, admiring the musk of athletic perfection that was oh so delicately wafting towards her.

The farm pony began to feel inebriated by the scent as her legs began to tingle. Rainbow Dash cocked her head, and she responded in kind. They stared into each others' eyes as Applejack began to crouch, licking her lips.

“Uh, Applejack?” Rainbow Dash asked, beginning to backpedal in worry as her cheeks burned brighter. “Why are you giving me that look?”

Applejack simply continued her advance, and before Rainbow Dash could repeat herself or run away, she found herself tackled onto the ground as her rival attempted to root her face right in between her legs. Rainbow Dash nearly keeled over as heat began to build just beneath her belly. Something about the way that Applejack was touching her nethers with her mouth made her simply want to give in and embrace the euphoria, but in moments time managed to regain her senses and looked to Applejack with shock as she attempted to roll atop her.

“AJ!” she shouted. “What's the big idea?! Get off of me!”

Rainbow Dash managed to kick Applejack's muzzle off of her marehood and attempted to try and fly as fast and as far as she could from her. However, as she tried to take off, a rope began to hook itself around her waist, causing her to lose speed. She tried to overpower Applejack, but even with the advantage of being aerial, Applejack's strong jaws allowed her to grip the rope as tight as she could, eventually yanking down hard, the rope clinching against her wings, causing her plummet, her back hitting hard soil as she felt her lungs empty, freezing her body in place as her back arched upward.

Like a hunter, Applejack pounced upon her quarry, her lime eyes replaced with two big hearts as she began to tie ropes around Rainbow's stiffened legs, dragging her still form across the dirt into a more secluded part of the orchard, wrapping the lengths across their trunks as she tied them meticulously. With each knot, Rainbow's form was spread further and further out, her legs spreading more and more apart, baring everything she had to the apple farmer as she slowly began to regain her breath.

“Applejack, I don't know what's going on,” she panted, trying to strain against the ropes that suspended her amongst the trees. “But if you just let me down, I'm sure we can work something out!”

Applejack didn't seem to be listening as she walked across the four trees to examine Rainbow's body from all angles.

“Um, somepony might see us!” Dash whimpered, trying the ropes as hard as she could. “Yeah, Big Mac and Apple Bloom are probably around somewhere, right?! And, uh, I could totally do it some other time! But...I've got this...big storm front! Yeah! Gotta move it over the Everfree, and ya know how much of hassle that can be!...Right?...AJ?”

In spite of the mention of her kin, Applejack was still unfazed as she moved to the center of her makeshift equine hammock, feeling across Rainbow's sleek hide. She glided her orange hooves over Rainbow's sweaty coat , taking great pleasure at how smooth and wet it was as she brought her nose near it. Without a single care for how loudly she did so, she made a deep, long sniff, taking in her rival's salty musk.

Rainbow, meanwhile, wasn't sure how to interpret her predicament. In some respects, she felt powerless before the apple farmer as her wings were restrained to her sides and her legs were spread amongst the timber. She felt as if there was no escape from what was about to happen to her, as if she was going to become little more than some perverted toy. And yet, at that same time, did she even mind? Arguments and rivalries aside, Applejack was still a friend, and one whom she put a lot of trust into. Even if she wasn't completely there, was that such a bad thing? She'd never had this kind of experience before, and to share such an experience with a friend arguably enhanced the potential pleasure factor.

Applejack moved toward's Rainbow's head, taking a few breaths as she nibbled on her ears, her tongue caressing its fuzziness as she did so. Rainbow shuddered as she saw the hearts in Applejack's eyes, her rival's tongue caressing her flaming cheeks as she playfully nibbled at her neck. Before her tongue neared her chest, she felt a compulsion to speak again.

“AJ, what's gotten into you?” she shuddered, unable to struggle any further.

“Ah don't know, Rainbow,” Applejack huffed, her tongue hanging limply. “I just started talkin' about Twi, and that's all she wrote.”

Still entranced, Applejack began to drag her tongue down Rainbow Dash's chest, feeling every fiber tickle her rough taste buds. That salty taste of labor and toil enticed Applejack to keep at her task, suckling at one of the pegasus' hips, her lips curled around as she took in the patch of hair. She nibbled at the aquamarine hairs, savoring the flavor as she left a nice, red hickey on her flesh.

Slowly, her orange muzzle drifted lazily to her azure navel, her tongue rooting itself inside, causing Rainbow Dash to pant faster and more raggedly. She took pride in cleaning the dirt in her belly button, circling the inner rim as she felt Rainbow's warm breath on her mane, moaning to the rhythm. It was as if she were purifying her for the forthcoming ritual.

Her lips still hovering over Rainbow's blue hair, Applejack prepared for the moment of truth, licking her lips. Her mouth latched onto the pegasus' perky teats, her tongue teasing the tender nipple. Rainbow gasped as her hooves tried in vain to grasp Applejack's head, only to remain in place by the ropes.

Sadly, it seemed that the tomboy's tits were tapped, lacking any fluid or substance. Not that that would deter her, however. She took a moment to look into Rainbow Dash's eyes. Rainbow Dash stared back with worry and anticipation, sweat beading across her coat as she nodded nervously.

Her permission granted, she made a long, agonizing slurp against Rainbow's marehood, inciting a pathetic whimper from her throat. Slowly did it swirl across her pink lips, beginning to bring Rainbow into the proper state of arousal. Rainbow whined and whimpered like a starving dog, which only made Applejack slow down more and more.

Rainbow's juices were a mix of spice and fruit, forming a cocktail of unimaginable deliciousness. With each small gob that she lapped up, she became ever more addicted to its flavor. She feverishly drank her nectar like a thirsty hummingbird. Rainbow did little more than wriggle and moan, shunting her hips forward before Applejack. The two of them moaned in a machine-like rhythm, Rainbow's rainmaker mashing against Applejack's muzzle. The two leaned and rocked in an almost perfect synchronization, following only the beat of their hearts.

Of the two, Rainbow's heart was racing a mile a minute. She was riding the high of sexual exertion, and was loving every second of it. More and more, she mashed her pussy lips into Applejack's maw, hoping to have more of her rough tongue grace her womb. It kept digging into her crotch harder and faster, causing her to leak more and more of her juices before she just couldn't take any more!

Soon enough, Rainbow's body tensed up, her wings fanning out erect behind her. Her back arched upward as she let out a moan of such volume and pitch that it frightened away all the birds nearby. Her hot cum spurted into Applejack's wanting mouth as her pussy unfurled ever more to her rival. She felt dizzy and lightheaded, but also strangely at ease. She no longer seemed to care that she was tied up like this; She wanted more, and she could tell Applejack wanted the same.

No sooner after making her come, Applejack began to lower the ropes, making sure they didn't lose tension. Lower down the trunk the ropes went, spreading Rainbow wider out as she continued to look with hungry eyes. She had made Rainbow feel good, and she would sooner be damned than not get repaid in kind. She took a few breaths and smiled to Rainbow Dash, who was stuck in a face of joy. Then, she lowered her flanks to her.

Rainbow's thirst was eager to please as Applejack sat on her face. Carefully did she wriggle her snout in between her orange cheeks, splaying them enough to get a genuine taste of Applejack's juices. Applejack moaned as she spread her legs in reply, mashing her marehood into Rainbow Dash ever more. Rainbow Dash reciprocated by digging her face deeper, coaxing out more of Applejack's fruity cream with her tongue. Applejack shuddered, a wave of pleasure coursing through her veins. She felt the irresistible urge to return the favor to Rainbow Dash. With a lick of her lips, she dived between Rainbow's legs and set to work again, suckling on her puffy clit.

For a moment, Rainbow recoiled her face from Applejack, taking a deep breath to moan outwards again. The two of them were now joined together in a sixty-nine, eating each other out with glee. Rainbow worked her sloppy tongue across Applejack's gooey twat, nibbling the lips as she sought out the clitoris. Once her lips managed to find the swollen nub, she began to suckle the nub like a nursing foal, much to her partner's elation.

They retained this position for what felt like ages. Applejack's body slid and ground against Rainbow Dash's, the grains of their coats like two sheets of wet sandpaper as neither gave an inch of relent. It was the kind of physical intimacy that, in spite of how ephemeral it may appear to the voyeurs or the innocent wildlife, could last the participants an eternity. It was the kind of moment that went as fast or as slow as it pleased.

Then, in an instant, the climax came to both of them. A crashing wave of pleasure coursed through them both, expressed through the juices that erupted from between each other's hind legs, tantalizing their taste buds with the flavors of fruits and spices. The fluids coated their faces as they squirted into each other in a manner not dissimilar to the final spurts of a bottle of sunscreen. Their anguished cries of orgasm shook through the trees, rustling each and every leaf as the two fell limp.

Their ritual complete, Applejack dismounted her friend, licking the last dollops of cream off of her face as she untied her.

Her legs having been splayed and her wings still erect, Rainbow Dash had a rather hard time righting herself. While it felt good to make amends, even in such a weird way, something still felt off about what happened. Not but a few moments ago, the two of them were at each others' throats, and yet the minute Applejack mentioned Twilight, she immediately dropped all of that and started trying to swallow her groin. Something was clearly up, and she decided to look for answers.

Like wobbly bolt, she ambled off to Twilight, much to Applejack's dismay.

“Rainbow!” she cried out. “Where ya goin'?!”

Rainbow shouted back, “I gotta go see Twilight!”

And so did Rainbow's silhouette disappear into the sunset.

**

Twilight Sparkled seemed to be seriously ecstatic today. Her attention was drawn to a rudimentary checklist she had fashioned with her and her friends' names placed on it. She chuckled eagerly as she marked herself and Rarity down.

“Using Fleur to bait Rarity was all too easy,” she noted with a giggle. “And with that little imprint I left in Applejack's little head, she'll have done her duty and still be none the wiser. Soon, little Dashie will fall right into my hooves, and the rest will fall like dominoes.”

A knock came to her door while she plotted. Twilight made sure to loosen her robes before she answered the door, wearing a false grin.

“Twilight!” Rainbow panted, dripping with sweat. “Thank goodness you're here! I gotta talk to you.”

“Oh?” Twilight coyly quipped as she invited Rainbow inside, shutting the door. “About what?”

“Me and Applejack got into this argument,” Rainbow Dash replied, “Then, when she brought your name up, she went crazy and started touching me with her tongue!”

“I see...” Twilight swooned, continuing her facade.

As Rainbow caught her breath, she became more acutely aware of what Twilight was wearing, tilting her head.

“Uh, Twi?” She asked, her eyes giving the egghead a quick once over. “What's with the robes? Are you a part of some secret club?”

Twilight bit her lip as she began to feel Lilith's essence brewing inside her again.

“You could call it that...” She hissed, feeling a familiar sensation growing in her loins. “It's really more of a cult.”

Under any other circumstances, she would have damned herself for exposing such a secret as this. But this time was different. This time, she wanted to feel the heat and pressure in her loins. She wanted Lilith's power to flow through her as it did with Fluer and Rarity. She wanted to feel like a scion of sexual desire, and welcomed the tugging in her groin with an opened mind.

What followed were the whispers of a silken voice parked inside her subconscious.

“That's it, Twilight,” it whispered so sweetly in her ear. “Let the lust flow through you. Let it change you. Let it liberate you.”

“A cult?” Rainbow Dash asked, backing near the door. “Twilight, are you feeling alright?”

For a moment, Twilight was still, her legs wobbling as she felt Lilith's energies ebb and flow. She relished her elongating clitoris for a few moments as she let out a few quiet moans. Then, as her shaft finished growing out from her, she fluttered her eyes open. Both her penis and her irises were taken by a distinct magenta glow as she allowed this dark magic to flow freely through her.

“Oh, I'm more than fine, Rainbow Dash,” she sighed with glee as she let her pupils expand. “I'm fantastic.”

As Rainbow's eyes stared into the magenta glow of Twilight's changing self, she felt compelled to hold her tongue. No longer did the pegasus desire to leave the building as quickly as possible. Instead, she was transfixed by her changed friend's gaze, her wings becoming stiff as boards as she beheld her glorious cock.

“You see, my dear Rainbow,” Twilight hummed, her inner thighs convulsing as her glow persisted, “Ever since my coronation, I've been—thinking about what being a princess entails.” She continued onward with wobbling steps and halting breaths as her pleasure built up pressure.

“Since my—mmm—my books weren't telling me much, I decided—to go to the source,” she went on, circling her friend and whispering into her ear. “I decided to—write to Princess Celestia, but I got—fff—form-lettered.” She decided to sit down, reaching a hoof down between her thighs to stir her pulsing pussy.

“I decided to—have a look outside to clear my head, and I found a—mmm—a mare wearing a dark robe just walking on the streets.” Twilight stopped a moment, hissing as she took a deep moan, her whole body practically roasting. “Curious, I followed her, and eventually, she—ah—she lead me to a place I'd never expect to find.” She rocked her head back a moment, coaxing out more of the sweet energies from her snatch. “And–and—UNH!” Her rear legs buckled as her pussy convulsed, gushing hot, steamy juices onto her hoof as the rest dribbled onto the wooden floor. For a moment, she basked in the afterglow, admiring the wetness that now covered her right hoof.

“And what I found,” she giggled, tasting her own creation with an audible hum, “Was simply amazing.”

Twilight resumed pacing around Rainbow, wiping the rest of her excretions on her chest as she went along.

“Princess Celestia had made and inducted me into a cult called the Coalition of Illicit Love,” she murmured, stopping at her friend's back. “We are an order that pays homage to Lilith, the goddess of love and debauchery, and our efforts are repaid with glorious boons!”

Twilight dragged her hooves across Rainbow's stiffened wings, admiring the bone structure as she nibbled on one of them playfully.

“Ever since, I've been tasked with the simple mission of spreading Her gospel to my dearest friends.” Twilight's muzzle descended to Rainbow Dash, almost nuzzling her neck. “And I'm getting quite good at it,” she whispered, nibbling on the tip of her ear. “I've already managed to convert Rarity, and thanks to a little bit of mental imprinting, Applejack will soon join her.” She paused, simply breathing short, raspy breaths as Lilith's power continued to flow through her loins, almost as if it were wanting her to be as terse, yet as revealing as possible. She stepped back a moment later as she felt a massive surge over power rush through her loins, soliciting another moan from her throat.

“But for now,” she groaned, her magic blinking away her robe in reflex, “You'll serve my needs well enough.”

Following this declaration, Rainbow Dash looked behind her, awestruck at what she was to bear witness to.

Twilight's cock and twat, along with her horn and eyes, glowed a brilliant magenta sheen. This radiance began to spill out onto the floor as her legs tingled, sending more juices flooding into the floor which soaked into the wood. She knelt down, as if presenting herself to the goddess whose energies she was tapping into. Pleasure practically poured from her body as she felt several lurching masses lash out from within her womb. Six fuchsia forms flopped out behind her, wriggling and wiggling as they became cognizant. All the while, Twilight's voice began to echo, another, deeper voice harmonizing with her own. Her hide began to darken into a deeper shade of mulberry, her body outlined with that same magenta aura.

Soon, the two voices sighed as one, and Lilith's eyes opened as she now assumed more direct control over Twilight. One of her newly grown tentacles reached to touch her, to which she replied by briefly nuzzling its tip.

“My, it's certainly been a while since I've had the chance to walk in somepony's horseshoes,” Lilith murmured, admiring her new body. “Normally, I'd prefer having a nice pair of hands to work with, but I can make do.”

Rainbow Dash, now somewhat freed of Twilight's stupefying gaze, shuddered at the sight of the mare who called herself Lilith, trying to back away. Her advance was slowed, however, by a pair of tentacles wrapping around her legs, dragging her back toward the debauched deity.

“W-what have you done with Twilight?!” Rainbow whimpered, trying to break free, but utterly failing.

“Oh, don't worry, my dear pegasus,” Lilith whispered back. “Twilight's still here; I'm just borrowing her body for a little while.”

“Borrowing? More like outright stealing!” Rainbow barked back, still struggling to break the snare of Lilith's lashes.

“Such language, Rainbow!” the goddess gasped, giggling afterward. “I suppose she forgot to tell you one little detail about me.” With a single thought, the tentacles snapped taut, spreading Rainbow's legs out before Lilith as she was laid prone and vulnerable. “With every praise of me that's sung, and every word that everypony in my order speaks of me, it fills them with insatiable lust, and boundless amounts of perverse power. Their piety strengthens their bond with me, and allows me to grant them these grand blessings in exchange.”

The tentacles began to drag Rainbow's mouth towards Lilith's throbbing member, some even working to pry open her mouth.

“Twilight was a particularly pious pony,” she chuckled, raising Rainbow's head so that their eyes met. “I really should thank you for being so patient with her; it gave her plenty of energy for me to use. So now, I'm going to make you an offer you can't possibly refuse.”

Lilith's eyes shut for a few moments before opening anew with a fierce fuchsia flame.

“Swear an oath of loyalty to me, and I'll make sure little Twily goes free,” she demanded, spreading her captor's legs ever more taut. “She's been bestowed with power, and you will be, too. But first, I must take your virginity from you.”

Rainbow, seeing no other recourse, nodded, her face just centimeters away from Lilith's pulsing penis.

“Good girl,” she said with a smile. “Know the desire to be entered, to use your body to coax the essence of life until it fills you and creates life.”

Needing no instruction, Rainbow wrapped her lips around Lilith's sheathe. Her tongue dug its way inside, Lilith responding with a hoof to the back of her head. As Rainbow serviced Lilith's shaft, Lilith's tentacles worked their way behind Rainbow, two of them holding her legs apart while another began to crawl between Rainbow's teats. With care, she pulled apart the flayed lips of the pegasus' pussy, the slimy mass contorting and twisting to fit the small space given.

“My, you're a tight one, aren't you?” Lilith laughed, beginning to trust with gusto. “And so soft, as well! I'm going to enjoy being inside of you...”

Rainbow didn't struggle. She couldn't; she was placed under an oath, and as the Element of Loyalty she was obligated twofold to make good of it. She was barely able to moan or cry, her noises choked by the cock that was inside of her mouth. Lilith thrust with ever greater intensity and ferocity, almost forcing the length of flesh into her throat as another tentacle slowly bore its way into the azure mare's anus. With each stroke, Lilith desired more and more to subjugate the pegasus and fill her to the brim with her own dark essence.

And yet, for a moment, she gave her captive a reprieve so that she would be able to breathe. The action halted for a few a few short seconds as the Pegasus was given pause. Her throat rattled out raspy breaths as she cleared her throat with a few hacking coughs. This reprieve was brief, however, as soon after, she found her lips wrapped around her dick anew, the tentacles continuing their penetration with much gusto.

Not long after they resumed, Lilith's body tensed. Lumps began to travel from her twat through the two tentacles wedged in Rainbow's rear. Her asshole began to pucker and she felt the moment coming. Rainbow's body stiffened to an almost statue-like hardness as her eyes softened and shut. Soon, the both of them came, hot juices pouring into each of Rainbow's orifices. Rainbow nearly choked in the initial burst of semen that slithered into her esophagus, but managed to gulp the second and third volleys in quick succession. Dark energies poured into the pegasus' body, filling her with a perverse essence that overwhelmed her own. With a slow, tender jerk, Lilith pulled away her penis, with her tentacles following suit shortly thereafter.

“My, that was fun,” Lilith cooed as she watched her mate flop onto the floor. “I hate to fuck and run, darling, but I'm afraid I have to let little Twily rest.” She bent down for a moment, kissing Rainbow's forehead for long enough to leave a distinct mark. “You owe your service to me now, dear. Once I have a body of my own, you'll be able to fulfill your onus.”

It was then that the glow around Lilith dimmed. The coat of her host turned bright again. Tentacles retreated back inside of her twat as her cock did likewise to the clitoris. The echo of her voice returned to the quiet whimpers of Twilight Sparkle, and the rest of her body fell a quiet heap as the both of them heaved magenta-tinted breaths.

Three of the Elements of Harmony were now wrapped in the coil of sin, and soon a fourth would join them.

Author's Note

I'd like to give a shout-out to Soaking Wet, whose work, The Goddess Within helped inspire the latter half of this chapter.

As my blog post explained, I'm having a nasty bout with Writer's Block, so please, bear with me while I take a break to recharge.