After the events in the park, Applejack had carried Rarity back to Sweet Apple Acres, bringing her straight to the barn. "Well, now that you and Ah are alone, let's get down to business..." Applejack smirked as she closed the barn doors.

"Erm... what kind of business are you referring to exactly?" Rarity asked nervously as she got up from the hay-bed, but Applejack moved quicker then Rarity expected and pinned her down.

"Just relax Rarity, Ah'm about to give yah the ride of your life..." She said as she pressed her own breasts against Rarity's, their faces now inches apart.

Rarity was in shock, not only was the hay messing up her hair, but Applejack was literally on top of her, FLIRTING with no less! "Applejack?! Wh-What in Equestria are you-MMMPH!?" She was cut off when Applejack leaned in and kissed Rarity deeply on the lips. The fashionista was too stunned to speak, one of her best friends was making out with her! She tried to squirm away, but the Earth Pony had the upper hand due to her superior strength.

It was a full minute before Applejack finally broke the kiss, leaving Rarity gasping for breath and a trail of saliva between the two, "Just relax Rarity… Ah promise Ah'll be gentle…" The farmpony whispered as she gave her a soft peck on the tip of her horn before leaning down towards Rarity's neck, kissing it before whispering into her ear, "So darling, where do yah want me tah lick first? Cuz' Ahm itching to taste every inch of you..."

"Applejack, I-oohh..." Rarity moaned, but was cut off once more as Applejack playfully nibbling her ear.

""Ah" what, Rarity?" Applejack whispered as she slid her left hand under her shirt while using her right to pull down her shorts. "...yer gonna have to speak up sugar-cube..." She giggled as she kissed her again and fondled her left breast, Rarity let out a pleased moan as Applejack fondled her. Despite her previous thoughts of protest, her arousal was slowly winning over…

Just then, reality snapped her out it. 'NO! This is Applejack! One of my lifelong friends!' "I... I can't do this...." She muttered as she pushed her friend away and got up, trying to distance herself from the farmpony.

"Why not?" Applejack asked, crawling towards Rarity as she backed away "Ah'm sure if yah let yer thoughts go you'll learn to love it..." She whispered in a husky tone.

"Applejack, please! I don't know where these new feelings for me are coming from, but it's not right !" Rarity protested, only to find herself backed up against the barn wall. "Something's definitely wrong with you..." Rarity said as she tried to find a way out of her predicament.

"There's nothing wrong with a little love between friends...." The Earth Pony smirked as she approached the now cornered Unicorn.

*KNOCK, KNOCK, KNOCK*

"Big sis? You in there?" Apple Bloom called out. "Big Mac said he saw ya sneaking in here with Rarity, is everything alright?" She asked innocently.

"Apple Bloom?!" Applejack turned around in paninc and quickly put her clothes back on before opening the door. "I was just, uh..." She stammered, trying to think up an excuse, only to hear a loud SLAM! She turned to see the barn's backdoors close and realized her beloved Unicorn had fled. "Uhhh listen Applebloom, why don't just go back to your friends? Big sis has got work to do!" Applejack replied, quickly closing the door before her sister could get a word in and darting out the back.

After a few seconds of searching she spotted the target of her affection running towards the forest. "Oh no ya don't! Nopony leaves Applejack hanging and horny!!" She shouted as she gave chase...

Meanwhile, on the other side of Ponyville, Pinkie Pie happily carried Twilight into Sugar-cube Corner. The Cake's were out of town for the month, so she was left in charge of the place.

"Umm, Pinkie? I can walk you know…" Twilight said as she finally managed to shake off her dizziness, Pinkie simply sighed and hesitantly put her down.

"Awww fine, now wait in my room, and I'll get things.....ready..." She said as she pushed her up the stairs.

"Ready for what? Pinkie!" Twilight called out to her friend, only for the party-planner to disappear into the kitchen. "Ugh… what is with that girl?" She sighed as she walked into Pinkie's room and waited on her bed while she 'got ready' downstairs "She seems more enthusiastic than usual…" She muttered to herself.

"Alright… I'm ready Twily~" Pinkie called out as she slowly opened the door. "Sorry for making you wait… I just needed to slip into something more… comfortable~" She cooed seductively.

Twilight rolled her eyes as she turned to face her. "Alright Pinkie, so what exactly is-" Twilight's jaw dropped when she saw what Pinkie was wearing!

Or rather, what she wasn't wearing.

As it turned out, Pinkie Pie's attire now consisted of nothing more than a pink apron, one that hugged every inch of her figure making almost every curve on her body visible.

Pinkie smirked as she walked towards Twilight, swaying her hips sexually. "Do you like what you see?" She asked as she pressed her breasts against Twilight's, cupping her chin and leaning in for a kiss...

"I-I-I..." Twilight stammered as Pinkie Pie advanced on her, tried to find the right words to say but kept coming up blank. She was completely speechless, stunned that her friend brought her over for... this! Twilight quickly attempted to back away, but unfortunately, she found herself backed up against the wall with nowhere to go, except for facing Pinkie's soft lips…

"Now then, let's start that special "private" party I promised you..." Pinkie whispered, keeping the same seductive tone as she slowly tried to undo Twilight's shirt.

'I-I can't believe Pinkie's coming onto me like this! This is just too weird! But to be fair, if it was Fluttershy I'd probably be doing the same thing-woah, woah, WOAH! Where did THAT thought come from?!', Twilight was brought out her thoughts however, when Pinkie happily started fondling her breasts.

"Mmmm~ I'll bet these taste better than cupcake's!" She giggled as she continued to grope her… Twilight, however, was lost on what to do. Pinkie smirked at Twilight's non-resistance and moved down to her skirt, trailing kisses across her belly along the way, making Twilight let out small shivers as Pinkie descended. "I think I'll have an extra special treat...." She giggled as she lifted Twilight's skirt and started licking her pussy through her panties...

Twilight's cheeks flushed deep red as she went stiff as a board and moaned in pleasure. "P-P-Pinkie, what's gotten into you?!" She finally blurted out as Pinkie continued to lick.

"Oh, nothing… just the desire to pleasure your beautiful body… is that so wrong?" Pinkie giggled before pulling down her panties, ready to truly eat her out. But Twilight quickly pulled them back up before teleporting behind Pinkie and backing away from her.

"Pinkie please! This isn't right!" She said, trying to back away from her friend but ended up falling onto her bed.

"Awww, don't be like that! I promise you it'll be sooo much fun..." Pinkie said as she crawled on top of her, pinning her to the bed.

Twilight was very close to freaking out at this point, she needed to escape fast! "Sorry, Pinkie! I think I hear Spike calling me!" She shouted before, teleporting away in a purple flash of light.

"But Spike isn't..." Pinkie tried to speak before Twilight vanished before her. "NO! I was so close!" She screamed in rage. "You're not getting away from ME Twilight Sparkle, if I can keep up with Rainbow Dash in two episodes, then I can do the same with you!!" She shouted before darting out of her home and towards Twilight's home… unaware that she was still wearing nothing but an apron...

As Fluttershy finally made it to her cottage, she placed Rainbow Dash on her bed and started closing the windows and turning off the lights, all the while making sure the animals were all out of her home, including Angel. After which she began to spruce her home up.

A few minutes later Rainbow Dash woke up, drowsy and confused. "Ugh...what happened? And why am I in Fluttershy's bed?" She asked herself as she got out of bed, she noticed that the lights went out and the shutters were closed… and she could hear Fluttershy singing to herself downstairs. "Um, Fluttershy, what's going on? I remember passing out in the park and now I'm at your place…"

She heard Fluttershy giggling from downstairs. "Let's just say I've had a change, for the better… why don't you come down and I'll tell you all about it~" She said, whispering the last part seductively as Dash walked down. The room was almost completely dark, only illuminated by a few scented candles she had lit, the moment Dash was at the center of the room Fluttershy stepped in the light, revealing she was wearing a frilly pink bra with matching panties.

Dash's wings nearly sprang out into a wing-boner as her jaw dropped, but she shook her head to recollect her thoughts, "F-F-F-Fluttershy!?" She whimpered, her knees shaking.

Said pony giggled at Dash's reaction as she wrapped her arms around the stunned Pegasus, pressing her breasts against Dash's. "Oh? am I THAT attractive to you?" She asked as she stroked her wings, tempting them to spring open, at the same time she moved her face closer to Dash's face kissed her gently on the nose, shocking Dash even further.

"W-W-What's going on?! Why are you acting like this?!" She asked as she tried to back away, but Fluttershy simply kissed her on the lips this time, playfully wrapping her tongue around Dash's, causing her wings to spring open as the two kissed.

Dash's cheeks went bright red. 'What happened to the passive, innocent Pegasus I knew?!' Dash thought to herself as Fluttershy broke the kiss, leaving her in a daze. She bent down and started fondling her breasts, groping the left one while licking the right...

Feelings of shock, arousal, and confusion went through Dash's mind as she tried to comprehend what was happening to her. Fluttershy could only giggle at her friend's stiffness as she happily started grinding against her, her own pussy slowly getting wetter and wetter. "Oh Dashie, I'm getting so hot and wet…" She moaned as she broke their embrace and started stripping before her. "...can you help me cool down?" She asked in a sweet yet seductive tone...

Dash quickly backed away. "N-N-NO! I can't! This isn't right!!" She stuttered out.

"Wh-what do you mean...?", Fluttershy whimpered with a fake pout. "Am I… unattractive to you?"

Dash could only run her fingers through her hair. "It's not that, it's jus-I-I don't know! I mean… you're great, but I just... well, we can't... Aaagh! I can't think straight!!!" Dash cried out, clutching her forehead in confusion. 'How can I say the right without hurting her?!' She thought to herself.

Fluttershy immediately put back on her seductive smile. "Well then, let me help you make up your mind!" She said while bending down, attempting to take off her shorts.

That was the last straw for the Pegasus, without thinking Dash quickly pushed her back before barging out the door, flying off into the sky as fast as she could...

Fluttershy, shocked by her friend's sudden action… she sat there in silence, while the old Fluttershy would have just broken down and cried from her rejection, THIS Fluttershy bolted out the house after her at break-neck speed!

"RAINBOW DASH!!!" She screamed, causing the fleeing Pegasus to look behind her… only to see an ENRAGED[/b ]Fluttershy chasing after her with an expression on her face she hadn't seen since the Grand Galloping Gala!

"YOU'RE GOING TO LOVE ME!!!"

"AAAAAHHHHHHHHH!!!!" Dash screamed in terror as she picked up the speed and fled from the lovestruck Pegasus...

Author's Note

Due to the new NSFW rules, any pictures that were present in this chapter had to be removed.