Want her, Love her, Need her!!

by Alphamon_Ouryuken

Rating: mature
Tags: Comedy, Cutie Mark Crusaders, Non-consensual, Random, Sex, Anthro, Main 6, My Little Pony: Friendship is Magic, Alternate Universe, Porn, Trixie, Fetish, Spike
Length: 20192

When Twilight's spell backfires, she ends up forcing everypony to fall for each other! Can Spike and the CMC set things right?

When Twilight is about to use her "Want it, Need it" spell near the CMC, her friends, having followed her out of worry that she'd do something too drastic, tackle her before she casts her spell, causing her to hit the entire group, instead, including herself!

As a result, they all end up falling for the first pony they see;

Twilight falls for Fluttershy...

...who falls for Rainbow Dash...

...who falls for Applejack...

...who falls for Rarity...

...who falls for Pinkie Pie,

...who falls for Twilight!

Now it's up to Spike & the CMC to stop the Mane Six from chasing each other all over Ponyville!

Notes:

All characters that engage in sexual acts in this story are 18 or older.

Triggers: Yuri, Femdom.

Cover art by AnibarutheCat. (The characters are anthros despite the cover art)

(The event's in this story take place during "Lesson Zero")

Published 2013-06-28 00:30:02 UTC
Last updated 2014-04-29 07:50:25 UTC

Ch 1: Oops!

Twilight Sparkle was on the brink of insanity right now.

The reason? Oh, nothing big, she'd forgotten to deliver her letter to Princess Celestia about friendship this week, something that was mandatory to her studies!

But really, no biggie!

She had gone to each of her friends to see if there was any type of friendship problem she could solve, with no results. The pressure had gotten her to the point where she decided to make a problem that she would solve herself!

Okay, slight big deal.

The plan was simple: She'd trick the Cutie Mark Crusaders (or CMC for short) into fighting over her old Smartypants doll, and then she'd step in and teach them a lesson about sharing, and she'd have a letter for Princess Celestia. Problem solved!

...the only problem was… none of them seemed to want it.

"You can have it!" Apple Bloom said while pushing Sweetie Bell towards the Smartypants doll.

"No, it's all yours!" Sweetie Belle said before quickly shoving it towards Scootaloo as if it contains some sort of Unholy disease.

"Oh no! I couldn't take it knowing you couldn't play with it!" The orange filly shouted before pushing back into the unicorn's arms. "You keep it, I insist!"

"My sister tells me to always share, so here!" Sweetie Bell immediately pushed the doll back into Apple Bloom's hands, before they knew it, the CMC were fighting over who got the doll, though not in the way Twilight had hoped they would...

Twilight's mane was messed up as she slowly grew mad. Not mad as in angry, mad as in insane, she couldn't get a friendship lesson out of these three wouldn't they wouldn't take the bait! 'This is bad! They don't want the doll! Think, Twilight, think!!! Well, if there's one thing they taught me in Desperate Spells 101, it's that when all seems lost, mind-control is the only answer!' She thought to herself.

"Oh, you are going to like Smarty Pants, And you're gonna like her more than anything!!" She shouted at the trio of foals with an insane look on her face, the CMC continued to fight over who got the doll first, unaware that Twilight's horn was glowing...

Not too far from the 4 girls, Applejack, Rarity, Fluttershy, Rainbow Dash, & Pinkie Pie were searching for their unicorn friend. It had been almost half an hour since Twilight ran off intent on finding a friendship problem herself. At first, her friends simply thought she was overreacting and had nothing to worry about. But as time went on, the way she had been acting began to unnerve them, to the point where they began to worry that she'd do something reckless.

Then Spike came to them, revealing that Twilight had gone off the deep end, saying something about making a friendship problem if she couldn't find one, they decided to go after her before she did something she'd regret.

"Now Y'all are sure she's here, right?" Applejack asked as they searched through the park.

"Well yeah! Spike said she ran towards the park with some old doll!" Pinkie Pie explained as she skipped alongside her friends.

"Honestly, I still can't believe Twilight would overreact over a simple friendship report. Who knew she could be such a Drama Queen…?" Rarity began, only to blink when she noticed Applejack and Rainbow Dash staring at her. "...what?"

"Ain't you the one who was freakin' out over a missing ribbon this morning?" Applejack pointed out with a smirk while Rainbow Dash snickered. "Maybe yer rubbing off on her!"

"Ehehheh..." Rarity blushed in embarrassment.

"Hey, there she is!!" Pinkie Pie shouted, the group looked and spotted Twilight standing in front of the still-fighting CMC, readying some sort of spell...

"Oh no! Twilight stop!!" Rainbow Dash yelled as she spread her wings and darted towards her with the rest of the group following.

"Twilight! Don't do it!" Fluttershy yelled, but she was already about to cast the spell...

"Oh, no ya don't!" Applejack shouted as she pulled out her lasso and tossed it at Twilight with the intent of yanking her away from her little sister and her friends. However at the same time, Rainbow Dash was flying towards her friend, as the lasso wrapped around Twilight and pulled her towards the group, accidentally making her crash into Rainbow Dash and send them spiraling towards the rest of the group just as Twilight cast the spell, Twilight and Rainbow Dash crashed into Applejack who fell on Pinkie Pie, who slammed into Fluttershy, who crashed into Rarity!

At that point Twilight's spell exploded from her horn, however, due to her misfire, instead of Twilight sending a straight line of magical energy, her magic formed a purple heart-shaped sphere that expanded over all six of them, enveloping everyone in a bright purple light and knocking them out. But for a brief second, a purple aura surrounded each of their bodies before vanishing completely.

The dust settled, revealing the entire main 6 piled on top of each other, Rarity shook her head, dazed from the impact, "Ugh! Pinkie Pie! Will you get off of..." She paused as her eyes landed on the pink pony. She seemed so captivating and... alluring. She didn't know why, but as Rarity slowly started to blackout from the impact of the spell, the last thing going through her mind was how pretty Pinkie Pie was...

Pinkie Pie slowly off Rarity as she shook her head. "Oooh man, what in the name of pink hit me...?" She muttered as she opened her eyes, the first thing she saw was Twilight still knocked out, her mind suddenly went blank, she could only stare at her friend as small hearts appeared in her eyes. "So...pretty..."

Fluttershy was next to get up, slowly rubbing her eye's as she looked around, the first pony she set her sight's on was the unconscious Rainbow Dash, it was at that moment she blushed, she felt like she was staring at the most beautiful mare in all of Equestria...

"Ow! I think I might've sprained something!" Applejack moaned as she got up, however, the moment she spotted Rarity after Pinkie got off her, almost instantly her eyes became hearts just like Pinkie Pie. "Oh mah stars…" She thought to herself as she slowly approached her friend. "Don't worry sugar-cube, ah'll help ya out..." She said in an almost...seductive manner. With a smug look on her face, she easily picked Rarity up and carried her away bridal-style.....

Rainbow Dash was another one of the few that was too dazed to get up, as she tried to look around her eyes landed on Applejack, and her cheeks flushed a deep red. She blinked a few times to clear her head, "Woah...", was all she could mutter as darkness overtook her vision and the feeling set in......

Twilight was the last one to pick herself up. As her common sense returned to her, her vision revealed Fluttershy sitting in front of her. Her eyes glittered a light purple as an unknown emotion filled her. But before she could pick herself up, she found herself in the arms of Pinkie Pie. "P-P-Pinkie! What are you-"

She was stopped when Pinkie placed a finger on her lips, silencing her. "Don't worry, my little Sparkle. You and I are going to Sugar-cube Corner for a special private party..." She giggled, in a more seductive tone as she skipped off, leaving Fluttershy with the unconscious Rainbow Dash.

The shy mare stared at her best friend for a moment before smiling and picking her up bridal style. "You look so cute when you're asleep..." She giggled as she ran her fingers through her colorful hair. "...don't worry… I'll take good care of you..." She said with a seductive giggle as she flew off towards her cottage, leaving the Cutie Mark Crusaders alone in the park with dumbfounded look on their faces.

"Ummm… what just happened?" Apple Bloom asked.

Her friends simply shrugged.

Ch 2: Why Me!?

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.

Ch 3: Wild Mare-Chase

Rainbow Dash was freaking out as she fled from the lovestruck Fluttershy, 'That girl's gone NUT'S! I gotta get her off my tail!', Dash thought before darting into Ponyville and making a few sharp turns, however Fluttershy was still hot on her tail, "I'M. NOT. LETTING YOU GET AWAY!!", she screamed as she flew through the street's.

As the game of cat-&-mouse continued, Spike was busy talking with Scootaloo. "....and then after the dust cleared, Pinkie gabbed Twilight and dragged her off to Sugarcube Corner!" the pegasus finished explaining.

The young dragon thought for a moment, "Wait, do you know what kind of spell she was using?", he asked, Scootaloo simply shrugged, "Your guess is as good as mine, all I know is it looked like some sort of giant heart...."

"HELP ME!!!", Scootaloo was cut off when Dash bolted past her & Spike, kicking up a powerful gust of wind and sending them flying into a tree., Spike was the first to recover from his daze, "Ugh...what the heck was that?!"

"Defiantly Rainbow Dash!", Scootaloo shouted in excitement as she watched her idol fly down the street, only for that excitement to turn into confusion when she saw a yellow & pink blur follow soon after, "Was that....Fluttershy?!"

"Never seen her fly that fast before.....", Spike said as he climbed down. "Hey guy's!", Spike and Scootaloo turned to see Applebloom & Sweetie Bell rushing towards them, "Something weird is going on! We just saw Applejack chasing Rarity half-clothed into the forest!"

''WHAT!?" Spike shouted in shock.

Meanwhile at the Café, Twilight teleported to the front door, "Whew! That was close!"

"Where did YOU come from?!", Twilight turned in the direction of the voice to Lyra & Bonbon sitting at a table, "Oh hi girls.....y'see Pinkie's gone nut's! Well, more than usual at least.....I mean she started flirting with me and.....", she started to explain but stopped when she noticed Lyra staring at her while blushing, "What? What's wrong?"

"Um...Twilight...behind you...", Bonbon pointed out, Twilight froze upon hearing this and slowly turned to see Pinkie two inches from her face! "Hi sweetie."

"EEEK!!", the Unicorn screamed before teleporting away once more, Pinkie simply sighed before pulling out a book labeled "script", "Let's see, she just left me at Carousel Boutique, so her next stop should be.....Town Hall!", she shouted as she skipped past , completely oblivious to the looks she was getting from the two.

"Why was she wearing nothing but an apron?!", Lyra questioned before turning back to her friend, only to notice Bonbon still watching Pinkie skip away, "....she's got a cute ass....."

"WHAT?!", Lyra shouted, snapping Bonbon out her stupor, "Oh, but yours is nice too!", Bonbon quickly said, them blushed when she realized what she just said, "I-I-I mean-!"

"No, no, go on. I wanna hear more of this!", Lyra said with a sly smirk while Bonbon's face went red as a tomato....

True to the "script", Twilight was hiding out in Town Hall, slowly sneaking towards the back door, "This is getting ridiculous! I gotta get back home and-"

"SURPRISE!!", Pinkie shouted as she burst out of the curtains and groped her breasts from behind, "AHHHHH!!", Twilight freaked out and teleported again, this time taking Pinkie with her, unfortunately she lost focus on where she was teleporting too and ended up dropping the two into a lake.

"Gah! That's it! I'm outta here!", Twilight screamed as she swam to the edge and tried to get out, only for Pinkie to try to pull her back in by her tail, "Oh Twilight! You look so hot when your wet!"

"Oh for the love of-GET OFF OF ME!!!!", she unicorn yelled in irritation before pushing her back into the lake and teleporting away.

Pinkie quickly got out, "You can't hide from me Twilight!", she said as she started drying out her hair, "Not while I still have the scr-", it was at that moment she pulled the script out, only to realize it was soaking wet and useless.

"OH, COME ON!!!"

No too far from there, Dash glided over the ground, having finally made enough distance to lose Fluttershy, the moment she found herself near the edge of town she silently dodged into the forest near Sweet Apple Acres, leaving Fluttershy to keep going straight, by the time realized she lost her, she had ended up near Twilight's home, "Darn it! I lost her!" she shouted in frustration......only to notice someone hiding in the branches, "Twilight? Why are you dripping wet?"

Upon hearing the voice, the purple Mare quickly turned to see Fluttershy, "OH, it's just you Fluttershy....", she said, breathing a sigh of relief,"....I just had an...odd encounter with Pinkie....", she explained, however she blushed madly when she got a good look at her shy friend, "Uh.....why are you wearing that?", She asked while staring intently at Fluttershy's skimpy attire.

Fluttershy arched a brow, "What do you mea-", it was then she realized that in her rush to catch RD, she forgot to change! "EEEP!! Oh my goodness! I-I'm s-s-sooo s-sorry!!, she squealed in embarrassment while trying to cover herself up, not noticing her friend's lust filled gaze, "C-can I come inside? I-I-I d-don't anyone to see me like this...."

Twilight smirked deviously, "Certainly, Fluttershy. Come on in....", she said as she lead her into her house......unaware that two set's of eye's were watching them....

"....there's something VERY wrong here....", Spike muttered as he and Sweetie Bell watched from some bushes, Sweetie nodded in agreement, "Yeah this is just getting weirder and weirder.....we need to get back to the others immediately!!", she said about to leave only for Spike to whisper, "You go get Applebloom and Scootaloo, I'll try to stall Twilight!", he said before rushing towards the library, while Sweetie Bell ran back into town.

Spike burst into the room "Twilight! The CMC told me told me what happened.......why's Fluttershy dressed like that!?", Spike asked, both worried for his friend's mental health and surprised by the pony version of Hintata Hyuuga wearing something that revealing. Said pony immediately blushed and darted upstairs.

Twilight blinked upon see Spike enter her him, 'Darn it! I can't do anything to Fluttershy with him here....I know!', she smirked, "Calm down, Spike. I'm perfectly sane. Fluttershy's just stopping by for a while.", Twilight explained before trying to push him out of the house, "You know......I think I heard that Rarity was heading over to the southern quarry....." She sang in a sing-song voice, hoping to lure Spike away, "I think she could use a little muscle carrying all those heavy, delicious gems..."

However Spike simply crossed his arm's in frustration, "Oh no you don't! I'm not leaving till that spell-HEY!", whatever Spike was about to say got cut off when Twilight levitated him off the ground.

"Now Spike, Fluttershy and I need some private time together. Here, I'll even send you Rarity personally!", she smirked before warping him to Rarity's boutique before he could protest.

Fluttershy slowly came back downstairs, ".....is it ok to come out now?", she asked timidly.

"Yeah, I just sent him to Rarity's.", Twilight said with a hidden smirk, 'And now we're all alone....', she thought deviously. Fluttershy simply sighed in relief before turning back to her friend, "Umm...do you think I can borrow some clothes now?", she asked timidly.

"Actually, why don't you stay over? My bed's big enough for two...", Twilight asked in a more surly voice, "I'm sure you won't have to borrow any clothes for sleeping, would you?", she cooed, approaching her friend with a sexual sway in her hips.

Fluttershy blushed a little, feeling slightly uncomfortable at what Twilight suggested, "Um...I don't know.....", she mumbled as she backed away, Twilight noticed this and her smirk faded. She used her magic to gently lift Fluttershy off her feet, moving her mere centimeters above the floor. Twilight gently flicked her right breast, "Mmm...soft...", she giggled as watched it jiggle.

Fluttershy immediately blushed as she struggled in the unicorn's magic embrace, "T-T-Twilight?! W-What are you doing?!", she stuttered, "I-I-I'm not that kind of pony!", she said, before looking down and remembering what she tried to do with Rainbow Dash, "...well, maybe I am a little....b-but...", when she looked she found Twilight extremely close to her face! Twilight pulled her a little closer, their lips now inches away form each-other.

"A little? That's good enough for me." Twilight said as she gently stroked Fluttershy's pink hair.

'Oh my gosh, oh my goodness! This is bad! I have to get out of here!', Fluttershy tried to think of a way to escape Twilight's grasp, she shoot a quick glance around and saw one of the windows were open, 'That's it! But how do I...?', she stared back at Twilight before kissing her lightly on the lip's causing her to dispel her magic, "OK Twilight, I'll play your little game....just close your eyes and let me do all the work....", she said in the same seductive tone she used on Rainbow Dash.

Twilight smiled as Fluttershy fell into her waiting embrace, "Now were talking!", she giggle as closed her eye's, her hand's still wrapped around Fluttershy's back, the mare began to trail kisses down Twilight's body, slowly making her way down to her pantie's, Twilight simply moaned, enjoying the light kisses she received, then......as Fluttershy slowly pulled her panties down.....she spread her wing's and made a mad dash for the window!

"what the-come back!", the purple unicorn shouted as she rushed towards the door, only for her to trip her pantie around her knees and fall flat on her face.

"....ow."

Meanwhile in the forests of Sweet Apple Acres, AJ continued her pursuit of Rarity. The white Unicorn hid in a tree as she caught her breath, 'OK, I think I lost her-'

"Don't think ya can get away! I know this forest like the back of mah hand!", AJ called out as she walked through the forest.

'Damn it!', Rarity mentally cursed as she tried to think of way out, peeking out from the branches, she saw AJ not far from here hiding spot, Rarity's horn instantly glowed, levitating & tossing a rock into the bushes. Thankfully it worked as AJ immediately darted in the direction of the noise. As she ran into the thick forest Rarity quickly headed for her boutique.

A little in the deeper part of the forest, Dash caught her breath and wiped her teary eyes in the forest, "Finally...(pant) I lost her...(pant pant)", she was practically out of breath, who knew that shy Pegasus could fly so fast?

"Com'on out sugar-cube! I promise I'll be gentle!", Dash flinched as she heard someone calling out to her, but it wasn't Fluttershy. It was a voice Rainbow Dash looked forward to hearing, "Applejack?", she called out in a hopeful tone before flying in the voice's direction, eventually finding her searching through some bushes.

"Hey there AJ!" Who are you looking for?" she asked as she landed next to Applejack, not questioning why the cowgirl was wearing minimal clothing, 'If it ain't broke, don't fix it, I guess.', Rainbow Dash thought with a blush, subconsciously trying to contain her wing-boner.

Applejack blinked when she realized she was missing her top, "Oh mah star's! RD, I-I was looking for Rarity but I lost her....", she said while covering her breast's, "Uh, can we continue this somewhere else?", she said as she looked around nervously.

Rainbow Dash smirked, "No prob!", she said, wrapping her arms around Applejack's waist and flying above the tree line. Unaware of Applebloom & Scootaloo spotting them in the process.

"There they go!", Scootaloo shouted before putting on her helmet and jumped onto her scooter, "All right, let's get my sister back and end this silly spell!", Applebloom said as she got on the back of the scooter and the two took off, following their sister's (or in Scootaloo's case idol), towards the edge of Ponyville.

Applejack blushed as she was flown out of the forest by her friend, she noticed that Rainbow Dash's hand's were VERY close to her breast's, but before she could comment on that she found herself landing somewhere outside of Ponyville, "Um, RD? Why did you bring me here....?", she asked, just now noticing the mischievous, seductive grin on her face, staring right at Applejack.

"I couldn't give up an opportunity with a babe like you, could I? I'll make you soar with me..." Rainbow Dash whispered.

Applejack blushed at being called a "babe" as she backed away, "Uh, RD? I think I should get back home, some chores to do and all that...", she stuttered, trying to buy herself some time to escape.

But Rainbow Dash wouldn't have any of that and curled her cyan wing around Applejack's shoulder, " C'mon, AJ. You gotta loosen up.", She said, slowly leaning over to her, "I can help you with that....and so much more......", she whispered seductively.

Applejack tried to back away further only for RD's wing's to puller her closer, "S-s-seriously RD, I-I-I gotta to go....", she stuttered as she found her breast's being pressed against RD's. Applejack tried to struggle out of RD's grip, but she could barley move due the position she was in, RD's smug grin expanded as her lips and breasts fully pressed up against Applejack's. Her thighs curled, almost wrapping around Applejack's hips.

"WHAT ARE YOU DOING?!", a sudden voice erupted from behind them, both Mare's turned to see Scootaloo & Applebloom standing there with dumbfounded look's, Applebloom was more shocked & embarrassed then anything, but Scootaloo looked downright angry!

"Oh, hey girls! I-I-I was just....getting something out her eye's-", RD explained, trying to weasel her way out of this, only for Scootalooto interrupt her...rather loudly.

"LIAR!!", Scootaloo shouted in rage, startling everyone, "I SAW YOU KISSING HER!", she screamed in rage, about to rush at the two, only for Applebloom to hold her back, "Jeeez girl! Calm down! We're here to help, remember?"

While Rainbow Dash & Applebloom were trying to calm the fuming Pesasus down, Applejack took this opportunity to sneak off and make her escape....

"Look Scoot's, could you please just calm down? AJ and I can explain", RD said as she to her friend for support.....only to notice she was gone, ,"Oh for crying out load! Gotta go!", she said bluntly before taking off into the sky's above Ponyville as the sun was going down.

"COME ON! We're following them!!", Scootaloo shouted as she jumped onto her scooter with Applebloom and statted riding towards Ponyville, 'Jeeeze, what was THAT all about?', Applebloom thought to herself, wondering why RD was kissing her sister in the first place and why Scootaloo was angry about it......

'She should have been kissing ME!', Scoot's thought angrily.....

Having finally dried off, Pinkie sighed in disappointment as she sulked through Ponyville, '..why? Why can't my soul-mate love me back....?', she thought to herself as she wandered through town. Unfortunately she wasn't looking where she was going and bumped into a Unicorn, but not the one she was looking for...

Not too far away, Rarity dashed through the street's of Ponyville after escaping AJ, occasionally looking over her shoulder to make sure she wasn't being followed, not noticing where she was going...

*WHAM!*

....and ended up colliding with Pinkie Pie, "Oof! What in the-", she said, but blushed madly as she laid eyes on the pink pony, "Oh, hello Pinkie. Looking for something?", she asked, not caring about anything else but what she wearing at the moment....

"Sorry Rarity....", Pinkie said as she got up, "...it's just...I wanted to have some "fun" with Twilight but she ran off on me!", Pinkie pouted, purposely skipping out on exactly what kind of "fun" she wanted to have.....though it wouldn't be hard to guess given her current attire.

Rarity raised an eyebrow. 'Pinkie Pie was trying to woo Twilight? Well that explains her current attire. But none the less, this is an opportunity I cannot waste!', she thought to herself, "Well, Pinkie, I'm always up for some fun. I-uh, have a little something in my boutique to try out. Would you be my guest?" she asked, batting her eyelashes.

Pinkie sighed before returning to her bubbly happy self,"Sure! Are we gonna bake cupcake's? Muffin's? CupcakeMuffin's?!", she asked happily as she bounced around her friend as they walk, oblivious to the fact she had yet to change out of her skimpy attire...

Rarity simply grinned, "Oh, of course darling. I'd love to help you bake. I was thinking about making something with a generous helping of icing and whipped cream.....", Rarity cooed, licking her lips, but keeping herself composed.

"Oooo! That sound's yummy!", Pinkie gleefully shouted as they reached Rarity's boutique, as they entered Pinkie failed to notice Rarity lock the door behind her...

Chapter 4

Inside Carousel Boutique, Rarity could only squee with glee, she now had Pinkie Pie all to herself! "You know, Pinkie darling....I've always admired your enthusiasm, your.....tenacity. You certainly are a captivating girl.....", Rarity said slyly and smoothly, "In fact I think you'd be a perfect model for my new line of.....clothing."

Pinkie Pie beamed with joy, "Really? Cool, what kind of clothing?! A new dress for the Grand Galloping Gala?!", she asked as she happily bounced around Rarity as she lead her upstairs and to her more 'private' room, "Actually, I was thinking along the lines of a lingerie model...", she cooed as she opened the door and lead her inside, at that moment she turned on the light, showing busty mannequins wearing small lacy underwear, ones that showed off the cleavage and hips of the wearer, Rarity turned back to Pinkie with a seductive smile, "....and I'd just love to have you model for me....."

The moment Pinkie saw what the mannequins were wearing, her body went stiff and she blushed redder than a tomato, finally realizing what Rarity had in store for her, she slowly backed away, "Ehehehe.....y'know Rarity, I just remembered I have to water Gummy and feed my plant's, places to meet, people to do and all that....", she stuttered as she tried to open the door, only to find it locked, "Uh oh...."

Rarity giggled as sauntered up to Pinkie while slowly pulling off her clothing, revealing her custom-made bra and panties, both adorned with her cutie mark, "What was that you said? People to do? Well, allow me to help you with that.....darling." She cooed, her fingers gingerly tugging at Pinkie's apron, she slowly began to kiss her neck ad fondle her breasts, 'This is getting soooo awkward....', Pinkie thought to herself as she tried to get herself out of this mess.....

Meanwhile outside Carousel Boutique, Sweetie Belle was about to enter, only for Spike to appear above her in a flash of light before falling ontop of her, "Ow! What the hay Spike?! I thought you were trying to stop Twilight & Fluttershy!", Sweetie said as she pushed the young dragon off her.

"I was....until she teleported me here.....where's the rest of the CMC?"

"I didn't get to them yet, I spotted Rarity bringing Pinkie to her Boutique so I decided to follow her......", she explained, Spike's widened before before darting towards the door, "We gotta stop her, quick!"

Back inside, Pinkie got an idea, "W-well, if you want, I'll try one on.....but could I have a little privacy?", she asked with a fake seductive smile, hoping that she could escape while Rarity was waiting, "Aww...but I wanted to watch you changing....", she cooed as she slipped her hand under her apron, about to finger her.....

*KNOCK, KNOCK*

"Rarity! Open up!", Spike's voice called out.

"Big sis? We just wanna help you!", Sweetie Belle shouted.

Rarity's lust turned to irritation, "Dammit! Out of all the possible times, why now?!", Rarity muttered before quickly getting dressed, before she left the room, she put a finger on Pinkie's mouth, "Stay silent darling, and be back real soon." Rarity whispered seductively.

Pinkie simply winked at her as she closed the door. But as soon as she was gone she darted towards the window, but stopped in front of a mirror, finally realizing that she had been wearing an apron all this time, she blushed immensely, "Oh Jeez! I completely forgot to change!", she said to herself before looking Rarity's closet for something quick to slip into, while most of the dresses were hard to run in or way too revealing, she found one outfit that was perfect for it. She would know, considering she wore it once herself, she took off her apron, quickly slipped it on and climbed out the window.

"....now Sweetie, Spikie, mommy's got alot of work to do....",

"NO! We're not going anywhere until that spell is fixed!", Spike shouted in irritation with Sweetie Belle nodding in agreement, "Please big sis, I saw you drag Pinkie inside, we just want to help you before you do something you'll regret....", she said giving her pouting look, Rarity bit her lip as she thought of a way to get rid of the two, "OK, you got me....come in and I'll go get Pinkie....", she said as she lead the two inside, "Just understand, Rarity. We only want hel-AWAAK!!!!", whatever Spike was about to say go cut off as Rarity grabbed them both with her magic and tossed them into the closet, "Sorry darling's, but I can't let anyone get in and Pinkie's way! Don't worry, I'll let you out after Pinkie and I have had our alone time.....", she said as she looked the door and walked back upstairs, ignoring Sweetie Belle & Spike's protest's.

"Now where were we....?", she asked seductively as she entered her private room.....only to find the room empty with only a discarded apron and an open window, Rarity angrily rushed towards the window, just in time to spot her dart around a corner,"Oh no you don't! Mamma's not done with you Pinkie!!", she shouted before jumping out the window, and running in the direction she saw Pinkie flee in.

Fluttershy wasn't as fast as Rainbow Dash, but she was good enough to out speed Twilight, she shot into the the dark alleyway's of Ponyville, darting through the almost silent village, until she slammed into the last person she thought she'd see.....Mare Do Well?

"W-Who are you?", the shy mare asked, Mare Do Well blinked as she regained her bearings before taking off her mask, revealing.....Pinkie Pie!?

"P-P-Pinkie? What are you doing here....and why are you dressed as Mare Do Well?", she stuttered in shock. Pinkie quickly got in Fluttershy's face,"Omigosh! Fluttershy! You gotta help me! Rarity was hitting on me like she was a schoolgirl! I put on the Mare-do-well outfit so I could escape!", she explained quickly.

Fluttershy blinked, "T-The same thing happened to me.....Twilight was coming on to me so I fled.....I was originally looking for Rainbow Dash....", she explained while missing the jealous look Pinkie sent her upon hearing about Twilight, 'SHE came onto HER?! What does she have that I don't?', Pinkie thought as she listened.

Unknown to them both, Applejack was listing in on them, having given Rainbow Dash the slip by hiding inside one of the dark alleyway's, 'That's odd....both of them had the same encounter?', she thought t herself, 'Ah' never figure Twilight to be the type to play for the other team, not that I mind.....and why in the hay would Rarity go after Pinkie of all pony's? She should be with m-', she blinked as she caught herself in mid-thought, '.....where'd THAT thought come from?! I mean, I do like her but.....what was I thinking earlier....?', she pondered before turning to see the two pony's conversing.....

Rarity nearly lost her breath as she lost Pinkie in the streets, "Man she's fast, how much sugar is that girl on?!", she muttered to herself as she walked through the empty street's of Ponyville, "Rarity?", the unicorn blinked before turning to see Rainbow Dash hovering over her, her wing's glistening in the moonlight.

"Oh, Dashie. What's brings you out tonight?", she asked, her lust momentarily taking a backseat as her friend landed infront of her, "I... uh, wanted to tell Applejack something. But she ran off.", she stammered, trying to hide her blush upon remembering her "encounter" with Applejack.

"Wait, did you say Applejack?", Rarity asked, "That cowgirl's insane! Earlier she was trying to get me in her bed!", Rarity continued, completely missing RD's jealous look, "Granted, I felt the same with Pinkie Pie, but..."

"Pinkie, where!?", the two mare's jumped as they noticed Twilight slowly sneak out of an alleyway, "She's not with you two, is she?", she asked while looking around nervously.

RD: "No, why?"

"She was obsessed with me all day! I finally lost her I met up with Fluttershy.....", Twilight said, dreaming off about her a little.....until RD snapped her finger's in front of her face, "Yo! Egghead, snap out of it!", Twilight blinked, "What?"

"Listen, you want Fluttershy, I want Applejack, and Rarity want's Pinkie.....", RD explained, "Anypony else think this is kinda weird?"

"I didn't think you like Rainbow Dash like THAT...", Pinkie said after listening to Fluttershy's story.

"W-Well I didn't...at least...not until today....when Twilight....cast ....the....", she stopped in mid-sentience as her wing-boner sprang out, at the end of the alleyway behind Pinkie she could see the object of her affection with her back turned, the spell immediately took effect and banished all rational thought from her mind, replacing it with the desire to catch her. Fluttershy quickly darted past Pinkie towards her "soul mate", only to be grabbed by the tail by Pinkie, "Woah girl! Are you loco in the coco? You can't....just....charge...at...", Pinkie stopped when she saw Twilight talking with Rarity and Rainbow Dash, like Fluttershy she immediately wanted to catch and ravish her like no tomorrow! But Rarity's presence caused a bit of rational thinking to kick in.....

"What are you doing?! Let me go!", Fluttershy angrily snarled as she tried to squirm out of her grasp, "Look, Twilight's after you for some reason, and Rarity want's me.", Pinkie said while hiding herself and Fluttershy before they were spotted, "So we need to get them away from each other...."

"And ah can help with that....as long as ah get Rarity for myself....", a voice said, the two turned to see Applejack walk out of the shadow's, like the two she was fully under the spell after seeing her "soul mate" again, and wanted nothing but Rarity in her arm's, "So here's the plan....", she said seductively.

"Would ya hurry up?! The sun's already going down!", Applebloom complained as she and Scootaloo rode through the street's, "Listen, I'm not as fast as RD OK?!", she shouted as they rode past Carousel Boutique. Only for Spike & Sweetie Belle burst out of the doors and crash right into them.

"Free at last!!", the young dragon shouted, "What are you guy's doing here?!", he asked upon realizing who was ontop of.

"Two thing's: One: GET OFF ME!!", Scootaloo shouted as she pushed everypony off her, "Two: Rainbow just flew off on us while Applejack snuck away!", she explained angrily.

"Well, now what?! Their all in Ponyville! How are we supposed to keep them from chasing eachother all over the place?!", Applebloom asked, the CMC & the dragon thought for a moment, trying to figure out a solution.....

Sweetie Belle: "I GOT IT!!"

Meanwhile, Twilight, Rarity, & Rainbow Dash were conversing about their current predicament when suddenly, Applejack strolled out of the alley with a seductive smile, "Hey RD, wanna "ride" this cowgirl?", she called out to her while swaying her ass before darting away. The moment Rainbow Dash spotted her, she went heart-eyed and quickly sprinted after the cowgirl, not even bothering to use her wings.

"Rainbow Dash, wait!", Twilight called out, trying to stop her, "Com'on, we have to stop her!", she shouted to Rarity...only for the her to shake her head, "Oooh no, I am NOT going anywhere near that crazy cowgirl!", she huffed before turning her back the the purple unicorn, Twilight could only frown in frustration before running into the alleyway.

Back in the alley, Fluttershy prepared for the next stage of their trap, as Applejack ran by she resisted the urge to jump Rainbow Dash as she flew by before jumping right infront of Twilight, "Hey there cutie.", she said before kissing her on the cheek and running down the alley she came from, Twilight felt a little dazed from Fluttershy's kiss, but quickly snapped out of it and broke away from the other two.

Back outside, Rarity was about t head back home.....only for a familier voice to call out to her, "Oh, Raaarity!", the unicorn's heart soared as she looked up to see Pinkie calling her from the roof tops,"Catch me if can!", Pinkie Pie sang as she jumped across them, getting Rarity's attention and luring her into another alley....

The entire group was now separated from each other, driven by lust and exposed to whatever trap they had gotten themselves into.

Pinkie quickly jumped down into the alley with Rarity close behind, she then turned the corner and pulled her Party Cannon from Celestia-knows-where and fired the second Rarity came into view.

*KA-SPLOOSH*

Out of the canon shot an immense amount of cake batter. However it was no ordinary batter, but Pinkie's special "Bubblegum Cake" batter, Rarity was caught off guard as a pink blob collided with her. The gum was viscous and sticky, which quickly pinned Rarity's wrists and elbows to her sides, along sticking her ankles together. "Ugh! It's in my hair!" Rarity wailed as she struggled to get free from the gum, but to no avail, "OK, Pinkie. You got me, now would you be a dear and let me out? I promise I'll give a very special reward if you do.....", she asked, batting her eyelid's seductively.

"Sorry Rarity, but I have to get you to Applejack!", she giggled gleefully as Pinkie picked her up while Rarity's eye's widened in fear.....

Meanwhile, Applejack was doing her best to avoid Rainbow Dash, making sharp turn's at every corner, without her wings, she wasn't all that fast, so Applejack had the advantage. Every turn slightly separated the two, making it harder for Rainbow Dash to track her. Applejack then caught a glimpse of Fluttershy headed down the same alley as her and quickly sped off in her direction, slowing down just a bit for Rainbow to catch up with her. The second she passed the still-fleeing Fluttershy she leaped over her while Fluttershy flew upward to avoid the lovestruck Pegasuses sight's, Rainbow Dash heard a flapping of feathers and froze. 'Is Fluttershy here too!?' ,She thought as she turned to look for her, but someone else collided with her, Twilight Sparkle. The two smacked into each other, knocking each other out cold, "Now!", Applejack yelled as Fluttershy pulled out a net and dropped it on the two unconscious pony's.

Pinkie Pie smiled as she approached the rest of the group, "Good to see everything went well....", she said before handing the still-struggling Rarity over to Applejack, "Here you go! now if you'll excuse me...", she trailed off while shooting a hungry look at Twilight, she pulled her out from the net and slung her over her back, carrying her towards Sugar-cube Corner....

Fluttershy smirked as she picked up the net Rainbow Dash was stuck in and flew off towards her home, eager to finish what she started this morning....

Applejack however made her way to Rarity's boutique, "Ya'know, Pinkie Pie told me that ya need a model for your new line of.....lingerie, Ah think ah'll help ya with that.....", she said with a seductive wink. Rarity attempted to struggle out of the gum, but still to no avail, "Oh dear Celestia. Of all the worst things could happen, this is the WORST.POSSIBLE.THING!!", Rarity screamed as she was carried into her own boutique.....

Author's Note

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

Chapter 5

Fluttershy made it back to her house with Rainbow Dash, she happily pulled her inside and onto her bed, "I've never shown anypony this side of me....", she whispered as she used some of her sheet's and tied RD's hand's and leg's to the bed post's and trying her up wings before climbing ontop of her, "Time to wake up my love....", she whispered seductively into her ear....

Rainbow Dash awoke, but became uneasy upon hearing Fluttershy's voice, "Oh, no, no, no, no, no.", She said, trying to tug at her binds. But it was no use, she was Fluttershy's captive. Fluttershy giggled as she crawled onto her love interest, giving her a good view of her curvacious body, still wearing the same bra and panties that she tried to seduce her with.

"Don't worry sweetie...", she whispered into her ear as she slipped her hand into her panties, fingering her softy, ".....I'll be gentle...."

Rainbow Dash tried to struggle away, but the restraints kept her pinned down, Fluttershy then pressed Rainbow Dash's head between her large breast's playfully, "Can you hear my heartbeat? Or do I have to pitapat......louder...?", she asked seductively as she started to finger her harder. Rainbow Dash felt herself sweating in Fluttershy's embrace. Her own heartbeat was getting faster and her body began to get warmer. Rainbow tried to repress her moans, to little to no avail.

Fluttershy stopped fingering her and stood up and grabbed an egg-shaped object from the table next to the bed and pressed it gently against Rainbow Dash's pussy lips. Rainbow Dash shivered and wriggled about, feeling the object slowly get pushed into her pussy, Fluttershy then pulled out a small pink dial, "Now show me what your sexy body can do!", she said with a perverted grin as she twirled the dial around, causing the egg inside Rainbow Dash to vibrate wildly.

"AGHAAAHAN!", Rainbow Dash gasped as she tried to endure the overwhelming sensations, she threw her head back as she let out a hard cry of frustration and thrashed about in her binds, "Heh, heh, heh....What's the matter, Rainbow Dash?", Fluttershy giggled as she got off her and spread her own legs apart, pressing her fingers against her pussy and gently twirled her finger around her clitoris, moaning in pleasure, "Is it really too much for you? I haven't even dialed it up to 50% yet!", she said as the rainbow-haired Pegasus shivered and twitched, moaning through the ball-gag.

Rainbow Dash futilely attempted to resist the pleasure from the vibrator dancing between her legs, her screams and moans were clearer now as she could not hold the tide back any longer. She arched her back and her eyes rolled in the back of her head as she came hard. Her legs stiffened and her toes curled as she rode the pleasure wave, her pussy juices squirting all over the cover's.

"Mmhmm.....you really liked that, didn't you?", Fluttershy asked as she stopped fingering herself and crawled up next to Rainbow Dash, "It's not over yet, I still want to play with you.", she said as she unshackled Rainbow Dash's arms and legs from the bed and quickly grabbed the girl's wrists in one hand before she could even think of making a run for it, "You're not going anywhere!", she insisted, "You have to pleasure me now!", she said as she wrapped her wings around her body, spread both their legs open and pressed their wet pussies together, Rainbow Dash cried out through the ball gag as Fluttershy spared no mercy for her, their bodies pressed and grinded together as the pleasure were slowly built up heat between them.

Fluttershy giggled as felt the vibrations through her captives pussy, urging her to press harder against her body. Her free hand twirled the dial around, changing the intensity of the vibrator.

"AHAN! AHAAN! AHAAAAN!!!!", Rainbow Dash yelped and gasped, arching her back and rocking her hips back and forth, unwittingly succumbing to the pleasure and thrust herself forward into Fluttershy's hips, she drooled through the ball gag as her eyes rolled to the back of her head, unable to hold herself back any longer.

"Yes! Just like that!", Fluttershy moaned out in near-sadistic glee, "Cum as hard as you can! Give into the pleasure!"

Rainbow Dash felt herself get pulled on top of Fluttershy as she and the Pegasus came together, her juices spraying all over her lower half. The gentle Pegasus held Rainbow Dash close as the two writhed in pleasure, Fluttershy sat up and turned off the vibrator off before pulling it out of Rainbow Dash, dripping with clear pussy juice. She happily licked it clean of the sweet nectar and placed it at their side, "Your body is so soft and warm.", she said smoothly before she leaned over and kissed Rainbow Dash on the lip's, "I love you...", she whispered before cuddling up next to her.

Rainbow Dash tried to respond, but yelped upon feeling Fluttershy groping her cutie mark, making her heart jump a little. With he afterglow slowly robbing her of her energy, she could only lay there and take it as darkness enveloped her vision.....and sleep overtook her......

Back at Sugar-cube Corner, Pinkie had done the same to Twilight, "Wakey, wakey my love!", she yelled excitedly as she groped her breast's, squeezing and fondling them, "You and I are gonna have some much "fun" together...", Twilight blinked as she awoke, seeing Pinkie Pie's smiling face along with her current attire: a spiked collar around her neck, a black leather "corset" designed to cover most of the chest area except for her breasts, narrowed from her waist into a "V" shape. She also wore black leather short's and boots that ran almost to her knees with matching gloves.

'I need to get out of here, FAST!', Twilight thought as she struggled, only to find her arm's and leg's handcuffed to the bedposts. She tried teleporting away, but her magic quickly fizzled out for some reason, "Pinkie! What did you do to me?! Why can't I use magic!?"

Pinkie Pie simply giggled as she stepped out pulled out a mirror, revealing that Twilight had two egg-shaped vibrator's tied to her horn that were constantly vibrating, "Unicorn's can't focus on magic if their horn's are constantly being touched like this....now then...", she said before taking her left breast and sucking on it while still fondling her right, swirling her tongue around the base of her nipple before nibbling on it slightly, and pinching the right one playfully, she then took her right hand and slipped it into her pantie's, "...now the REAL "fun" begins...."

Twilight was getting more and more nervous, with Pinkie rapidly closing in, her ever-analytic brain kept thinking of ways to escape Pinkie, but it would be useless with her magic incapacitated. She needed a way to get those vibrators off. Pinkie stopped sucking and pulled down Twilight's panties, "Mmmm, I bet you taste as good as you look...", she giggled as she turned around, putting herself in a 69 position and pushing her pussy into Twilight's face, or more specifically; her horn, "Ohhhh that feel's gooood!", Pinkie moaned as the vibrator's touched her pussy before she plunged her tongue into Twilight's womanhood, happily licking and swirling it around inside her.

"Mmmm...you taste so sweet...", she said as she continued to lick before pushing her pussy down onto Twilight's horn, pushing it inside her along with the vibrator's, "Ohhhhh yeah!!", she moaned out, "Hey Twilight, I heard a rumor that Unicorn's can have "Horn-gasm's", let's see if it's true!", she giggled before thrusting her puss up and down on her horn, loosening the vibrator's little by little.

Twilight bit her lip surpass a moan as she tried to think of an escape plan, but the feeling of the vibrator's and Pinkie's pussy started clouding her judgement, she slowly found herself pushing head up in order to fit her horn inside her, the bearing of the vibrator slowly jiggling loose.

Pinkie, unaware of whet her actions were causing, licked the inner wall's of Twilight's clit before sucking on her clitoris."Aaawwww!", Twilight screamed, "Y-y-your amazing!", she shouted out before catching herself, 'No....I have to escape I have to-ohhhh that feels soooo goooood...', Twilight thought as the pleasure started to overwhelm her senses, Pinkie simply giggled as she happily licked the pre-cum from her pussy, "It's so sweet, just like the woman it came from.", she moaned as she continued to lick.

Suddenly Twilight felt and odd feeling welling up in her horn, like when she used her magic nut slightly different,"P-P_Pinki...I-I feel...oooOOHHH!!",Twilight moaned out as her horn was enveloped in a bright purple glow before shooting several sparks of magic out of it and into Pinkie's pussy, "EEEEYES!!!", the Pink mare squealed in pleasure as she sprayed her own juices onto Twilight's face, "Ohhh so that's what it feels like!!", she moaned out in ecstasy. "But I...I...AWWW!", Twilight tried to respond but was cut off as an explosion of cum emerged from her already wet pussy, soaking Pinkie in it.

Just then Twilight felt the last piece of the vibrator slip off as her senses returned to her, 'Now's my chance!', she thought before channeling all of her magic through her horn. In a flash of light, she was gone, having vanished from Pinkie's bedroom completely. Pinkie blinked in surprise when Twilight teleported away, "OH COME'ON!! AGAIN!?", she shouted in rage, but as she tried to get out of bed, she found herself on the floor, completely tired out, "Ugh....I'll ....get you later....", she mumbled as she lay there in the afterglow, slowly falling asleep......

Back at the library, Twilight appeared right over her bed, landing on the soft pillows, "That...was...close....", she mumbled as she fell asleep where she lay, to tired to focus on anything else....

Meanwhile inside Rarity's Boutique, Applejack smirked as she used the bubble gum batter to stick Rarity to the wall, with her arm's & leg's spread, exposing her breasts, "Now then, witch one of these should I try on first?", she asked seductively as she eyed the lingerie on the mannequins, Rarity became very uneasy. For one, she was glued to the wall with bubblegum. Not a good start. Second, she watched as Applejack browse her lingerie collection. What could Applejack possibly do with something like that?

Applejack closed the curtain's, obscuring herself and the lingerie from view, a few second's later she came out wearing a red see-through lingerie matching bra and thong, "Ya like what ya see, sugar-cube?", she asked as she walked towards the trapped Unicorn, swaying her hip's sexually.....

As Applejack swayed her hips in front of Rarity, the fashionista couldn't help but blush and stare, "Oh...w-w-well, i-i-it's rather...f-f-fitting.", She said, forcing a fake smile.

"Yeesh! Is it hot in here? Ahm swedn' like a caterpillar on a cider day....", Applejack said as she pressed her body against Rarity's, "Why don't ya'll help me....cool off?", she asked before kissing Rarity passionately on the lip's, Rarity was stuck between a rock and a hard place. Or, in her position, between a nearly naked Applejack, and a wall sticking her with bubblegum. She felt her inhibitions release as Applejack's 'sweaty' body rubbed against hers with a slight moan escaped her lips.

Applejack smirked as she rubbed her nude body against Rarity's, happily pressing her breasts against Rarity's, tracing her nipple's with her own and playfully wrapping her tongue around her's, "Admit it, your starting to enjoy this, ain't ya!", she said before kissing her neck while nibbling some of the gum off her......

'Why am I enjoying this?', she asked herself. '....I thought I would find myself with Pinkie in this position. But Applejack.....she's the only one willing to do this.', Rarity thought to herself. She was brought out of her thought's when Applejack broke the kiss, "Y'know, I snooped around while putting on this lingerie....and ah found something really interesting.....", she said before walking behind the curtain for a moment and came back holding a large, slightly clear purple double dildo. It was a good 17 inches long, nearly 4 inches in girth, and very flexible along the whole length, "Your naughty little girl aren't ya?", she giggled as Rarity blushed madly, "Pl-please Applejack, I'm n-n-not ready for that"

"Now now, don't get all worked up.", the Earth pony cooed as she advanced toward Rarity licking sucking on dildo to coat it with her saliva, she dropped down to her knees and pressed the head of the dildo against her pink slit. "AHAN!", Rarity screamed as she felt the dildo enter her body, spreading her pussy lips wide open and hitting the back of her cervix, it slid in smoothly due to her having coated it with her her cum saliva, Applejack applied more pressure to the shaft, pressing it up against Rarity's womb.

"AGAH, AHHAA, AAAN!", The Unicorn twitched and screamed as she felt it forcefully entered her womb. But Applejack didn't stop until she noticed a bulge in her stomach, and then she adjusted the shaft until it was comfortably settled in her body. Rarity shivered and gazed down at her body in a combination of wonder and horror, 'What was I thinking ordering this from Canterlot?! It feel like I've been impaled on the damn thing!' , she thought, just by looking at it she could tell not even half of it was inside her! The remaining length protruded from her as if she was sporting her own dick!

"Oh you and ah are gonna have some 'fun' tonight....", Applejack giggled as reached down and grasped the end of the dildo. "AHA! Don't grab it!", Rarity moaned out as her horn glowed a little, Applejack arched a brow at her reaction, she started gently massaging the head and rolling a finger over the tip, Rarity shivered at the feeling of the reverberations down the shaft and into her body, "Nghh! Please stop!", she begged, her legs twitching as she felt the sensations go deep into her body; deeper than anything else ever had.

"This ain't a normal dildo, is it?", Applejack asked, pulling her close to her body slowly stroking the dildo, earning a moan from each time, "Tell me, what make's it so special?", Rarity blushed a little, "It-oh-it's made f-f-from a-ahn-s-s-special m-material-ahaaan-th-that can draw upon a U-Unicorn's magic, allowing the user-mmmph-t-to feel wh-whatever the d-dildo feels....ohhhh", she moaned out before Applejack stroked it again, forcing her to thrust her hips up into the farm-girl's hand, "NOOO! Let go of it!", she moaned out.

"Hmm, I don't think so.", Applejack smirked as she continued to stroke the dildo before grabbing the other end and guiding it to her own cunt, "Uuuhhhh!", she moaned, shivering as she felt her pussy lips spread open, "N-No wait! Sto-",Rarity tried to protest, but was frozen in shock when she felt the dildo being squeezed by Applejack's pussy lips, she became overwhelmed with an uncontrollable urge, and it was at that moment her mind finally snapped, her desire for pleasure overrunning her preferences, all she cared about now, was pleasure.

"A-A-Applejack....", she panted, feeling her face burning up, "Let me fuck you.!", she screamed before ripping herself free from the bubble gum batter and tackling her to the floor, spreading her legs wide open giving her free access to her pussy, and then descended upon her.

The shaft slid in with little resistance, and both girls moaned softly, Rarity wrapped her arms around Applejack and shivered as she felt the pleasure shoot up the shaft and into her body, just having it inside her felt unbelievable! With her heart pounding in her chest, Rarity pulled her hips back and then thrust them down into Applejack, causing her to moan loudly, her eyes rolled in the back of her head as her body trembled in pleasure. Words could not describe the sensation she felt, she thrust her hips back and forth faster, hoping to soon feel that sweet release.

"Oooohhh! Keep going, Rarity! Aham gettin' close!", Applejack moaned out.

"Nyahaaaahh! So am I-AHHH!", Rarity and Applejack cried out together as they came at the same time, Rarity's spasms caused her to thrust repeatedly into Applejack's pussy, the fashionista pulled out and watched collapsed on the floor, exhausted.

"No.....Aham not done yet...Ah need more!", Applejack shouted as she stroked the dildo, earning another moan from Rarity and making her go fully eract once more. Applejack then got on top of Rarity's sweat-covered body and guided the cock back to her pussy before lowering herself onto her fake cock, Rarity's legs tensed as the pleasure shot down from the dildo into her nervous systems, "YEEE-HAAA!!", Applejack moaned out as she moved her hips up and down, embedding the dildo deeper into her pussy. Rarity's eyes widened and her cock burned with such intense pleasure.

Applejack moved up and down on the shaft, using her vaginal muscles to grasp and squeeze the shaft, her body pressed down on Rarity's with her thrusts, which began to steadily increase in speed. The pleasure Rarity received through the dildo was so powerful, she felt like she could pass out at any moment, but the pleasure seemed to keep her between both phases of consciousness, her pupils dilated and her eyes rolled in the back of her head.

Finally, Rarity felt something building up inside her womb, and it found its way into the embedded part of the double dildo. It coursed through the shaft and made it feel like her dick was a lot longer than the length of the exposed section that was currently inside Applejack, she wrapped her arms around Applejack's body as the sensation suddenly shot up the shaft with extreme force and fired out of the end, Applejack gasped as her womb was filled with Rarity's seed, the amount was incredible! It splashed out the sides of Applejack's pussy lips and drenched Rarity's hips. Rarity's eyes rolled in the back of her head once more as her hips thrust up into Applejack's pussy to pump the juices even deeper into her body.

"Aaahhh! AHHHH!", Applejack fell back as she came, Rarity got to her knees and knelt above her, still cumming from her fake cock, she gripped it with both hand's and stroked it rapidly to squirt more cum all over Applejack's body. Her hot fluid covered her body, when she was done, Rarity trembled and slowly let go of her cock, with a loud squelching noise, the dildo slid out of her pussy and landed in a wet heap between her legs. "Ohhh...this was WORTH all those gem's I spent!", she moaned as she felt her crotch, feeling a bit empty now that she couldn't feel the cock, but she was glad that the constant arousal was finally gone. Exhausted, she collapsed next to Applejack.

The two rested quietly next to each other to collect their strength.....only for her to yelp upon feeling Applejack cupping her crotch in her palm, her fingers prodding and pressing down on her clitoris, making her heart jump each time, "In the morning....you and ah are gonna go at it like rabbit's in the heat....", she whispered as she slowly fell asleep, with Rarity following suite.....

Author's Note

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

Chapter 6

Spike was pacing around outside the library with the CMC, the group had come to the conclusion that if Twilight had gone lost it because she hadn't sent a letter to Celestia. So getting Celestia here to break the spell would help the situation.

"Do ya think the Princess can help?", Applebloom asked while Sweetie Belle kept watch for Twilight or Pinkie Pie, and Scootaloo was mumbling about Applejack ,"It's ether that or we try "Plan B", and I do NOT want to deal with her-URRRP!", Spike growled out before burping out a letter, "Finally! Now this madness can end!", he said as he opened the letter.

Dear Spike,

This is Shining Armor. I'm sorry to say that Princess' Celestia & Luna are currently visiting Saddle Arabia and won't be back for at least a week. The only advice I can offer is to find spell to reverse it and find a Unicorn with the same level of magic as her. I'm sorry I couldn't be there but my hooves are tied in Canterlot....

Sincerely
Shining Armor

Spike blinked before palming his face before showing it to the CMC, "Oh great, NOW what?!", Sweetie Belle shouted in irritation.

"Well, time for Plan B. OK girls we'll meet up tomorrow and start searching.....", Spike mumbled as he walked into the library while the CMC went home......two of them hoping that their sister's were alright.....

Spike walked towards his bed, only for Twilight to appear right over her bed, landing on the soft pillows, "That...was...close....", she mumbled as she fell asleep where she lay. Spike quickly rushed upstairs to check on her, "Ugh what's that musky sm-oh.....", he said before a blush overtook his face, "Well, at least I don't have to go looking for you now.....", he said before putting a blanket over her......

Sweetie Belles jaw dropped when she got home, laying on the floor covered in sweaty and other fluid's, panting in ecstasy were none other then Applejack and her sister, "Oh gross!", she screamed as she covered her nose, trying to block out the musky smell.

She slowly pulled her sister onto the bed, with Rarity moaning as her false cock flopped around, seeing this Sweetie Belle winced in disgust, "Ugh, this is just sickening.....I'd better get a bigger allowance or this.....", she muttered as she slowly pulled the dildo out of her sister's pussy, it came out with a loud *PLOP*.

"Now that THAT'S over with....", she noticed something under her pillow, a pair of handcuffs. 'AJ must've been planning for something more kinky later....', She smirked as she grabbed them both and handcuffed her arm's to the bed posts. She then looked at Applejack and then the bubble gum batter still stuck to the wall, with alot of effort, she managed to push her up against to batter-covered wall, witch was still surprisingly sticky, she quickly wrapped the remaining batter around her body, "Whew! Well, you two aren't going anywhere.....I'm going to bed.....", she muttered as she made her way to her room.......

The next day........

As Celestia's Sun rose over the horizon, Rainbow Dash blinked as she slowly woke up, "Ugh...what the hell happened to me....?", she moaned out as she looked around. She noticed Fluttershy still fast asleep right next to her and quickly remembered what happened last night, "Oh jeez....I gotta get out of here.....", she mumbled to herself. Noticing the sheets holding down her hand's and leg's had loosened up, she slowly and silently freed herself before gathering up her cloths before flying out of the cottage, praying to Celestia Fluttershy didn't follow her and thanking any deaty above her that nopony was out this early to see her.

"OK, this has gotten WAY too weird!", Rainbow Dash muttered to herself as she flew towards her house in the clouds, "First Fluttershy start's going nut's for me, then I can't even LOOK at AJ without wanting fuck her brains out (even now I'm wet just thinking about her.....), Then Fluttershy flat-out RAPES ME!", she shouted in anger as she stormed in to her house and changed into more cleaner clothes, "This madness all started when that Egghead fired that spell, and she's gonna be the one to fix it!", she said before darting out her house and straight towards Twilight's library......

"Ugh.....what the hay....?", Applejack mumbled as she looked around, the last thing she remembered was making sweet love to Rarity with that enhanced dildo of her's, "How did ah get stuck to the wall again.....?", she mumbled to herself as she struggled to get free. At the same time Rarity slowly woke up herself.

"Ohhh....why does my pussy feel so sore....?", she mumbled before remembering exactly what transpired last night, as evidenced by the huge blush on her face, "Oh..my...."

Applejack simply smirked at her,"Awww, ain't no need to be embarrassed sugar-cube. Ah know ya enjoyed every second of it...", she said with a wink.

Rarity glared at the cowpony for a moment before noticing her hand's were handcuffed to the bed post's, "What the....?"

"Oh...ah like em bound.....", she licked her lips she struggled to free herself and take Rarity right there, but sadly the batter held her firmly in place, "How is this stuff still sticky after all this time?!"

Just then Sweetie Belle walked in, "Well it's good to see your awake."

"Sweetie, could you please explain why you saw the need to restrain us like this? I mean Applejack I understand, but why me?", Rarity asked. Sweetie Belle simply scowled, "Maybe it's because I don't want you two screwing each other like you did last night!"

Rarity was so red, she made a tomato look pink, "Ummm...n-n-now Sweetie, Mommy didn't mean for you to see that but-"

"I don't care! Ever since that spell hit you, you and everypony else have all gone crazy!", she shouted as she walked out of the room, "Which is why we're gonna go get another Unicorn and him or her reverse the spell!",

"Sweetie Belle wai-"

*SLAM!*

The young crusader smirked as she slammed the door and locked it, "And now to get the others!"

Back at Sugar-cube Corner, Pinkie Pie had just woken up and was already making a mad dash for Twilight's house. The event's from last night still fresh in her mind, she was fully intent on re-creating that moment...with a few more kinky parts. She giggled to herself as she screeched to a halt in front of the library.

"This time I'll do thing's to you that would knock "Bible Black" fans into a coma!", she giggled as she snuck around the back, deciding to take a more subtle approach, she climbed the branches and peered through the window. There she was! Her beloved soul-mate bound to the bed! 'Ohhh it couldn't be more perfect!', she thought as she was about to climb in through the window....only for a knock at the door to break the silence.

"TWILIGHT SPARKLE OPEN UP! I KNOW YOUR IN THERE!!!", Rainbow Dash screamed as she banged on the door, startling Twilight awake.

"Son of a rotten cupcake!", Pinkie growled as she watched Spike head towards the door, if she went for her now she'd be caught.....

"Good morning to you too RD.", Spike yawned as he opened the door, only for Rainbow Dash to push past him and storm into the house, "Yeah, just storm right in! No hello's or anything!"

Rainbow Dash stopped and massaged temples,"Look I'm not in the mood for the pleasantry's right now, where's Twilight?!"

"In bed, and she's gonna stay there until this spell is dealt with!", Spike explained. Rainbow Dash smiled as she flew towards the bed as Twilight slowly registered he situation, "Listen Egghead, yesterday you cast some weird spell that had everypony chasing each other around Ponyville!", she shouted, Spike took this time to sneak out and get the CMC. Pinkie was listening intently on the conversation.

"Heck Fluttershy even had her way with me last night!"

THIS got Twilight's attention!, "Fluttershy SLEPT with you?!", she shouted in rage, confusion, and slight jealousy.

"Yes! She stripped me and herself bare and banged me like no tomorrow! I was lucky enough to get away this morning-"

Rainbow Dash went on, but Twilight's mind registered only a few things from her little speech, "Wait, wait, Fluttershy is sleeping....."

"Yeah....?"

"....alone in her house...."

"Yes...?"

".....butt naked?"

"YES! Why is this so impor-", Rainbow Dash stopped when she notice and odd gleam in her eye, the same one that Fluttershy had when she flirted with her, "Oh no! Don't you DARE...."

"Bye!", Twilight gleefully said before her horn glowed and she teleported away, leaving an irritated Rainbow Dash while Pinkie Pie watched from outside, "She's going to Futtershy's?! Oh heck no! That sexy Unicorn is mine!", she shouted before making a mad dash towards Fluttershy's cottage......

A few second's later Spike lead Scootaloo and Applebloom into the library, "Ok, I've Rainbow Dash and Twilight right here, so all we need is....where's Twilight?"

"That sex-obsessed egg-head took off the moment I mentioned Fluttershy!"

Spike went slack-jawed for a moment before screaming in rage, "WHY DIDN'T YOU STOP HER?!"

"What was I supposed to do?! She teleported! And I am NOT going back to Fluttershy! Getting raped by her once is bad enough!", she explained, sadly not remembering the two CMC member's in the room.

"WHAT?! SHE RAPED YOU?!", Scootaloo shouted as Applebloom's jaw dropped, "OH THAT STUTTERING PEGASUS IS DEAD WHEN I GET MY HAND'S ON HER!!", the orange Pegasus screamed as she rushed out of library....only to be held back by Spike and Applebloom.

"Now hold on!! We have to deal with those two later! Right now we gotta find Pinkie, mah sister and Rarity!", the farmpony explained as Scootaloo (reluctantly) calmed down, Rainbow Dash was dowright shocked at the young pegasus' outburst, but decided to ask about it later.

"OK, so we need to get Sweetie Belle, find's the others, and get the spell undone....", Spike explained before turning to Rainbow Dash, "...and we need to keep you away from Applejack and Fluttershy, so I want you to head to Rarity's Boutique and and get Sweetie Belle. We'll search for the others."

"On it!", the speedy pegasus saluted before bolting out the window, "Now we checked Sugar Cube Corner on the way here so that leaves....", Spike began but was interrupted by Sweetie Belle walking, "Sorry I'm late guy's! But don't worry! I got Applejack and my sister!"

"That's great! Where are they?", Spike asked in enthusiasm.

"I locked them both in Rarity's room!"

Everyone stared at Sweetie Belle for a whole 10 seconds...

...then Spike inhaled deeply while the other two covered their ears...

"FFFFUUUUUUUUUUUUUUUCK!!!!"

Pinkie Pie dashed through the street's of Ponyville, fully intent on getting to Fluttershy's home before she stole Twilight away from her. Sadly she was so focused on her goal that she didn't notice Rainbow Dash soaring right above her. The Cyan Pegasus noticed her however.

"Aha! easy pickings! I'll grab her and use her to lure Rarity back to the library!" she smirked before swooping down and snatching Pinkie off the ground, earning a loud "EEP" from her.

"Rainbow Dash?! Put me down!"

"Not a chance! I can't have you doing Celestia-knows-what to Twilight! And besides, I need some bait for Rarity!" she smirked as she flew towards Carousel Boutique despite Pinkie's protests, she was about to land when she heard two voices coming from the window. She covered Pinkie's mouth and hovered right outside the window at the top, she saw Rarity handcuffed to the bed post's and...Applejack...

...stuck to the wall...

...completely helpless...

Almost immediately all her rational thinking went out the window as she smashed through the locked window and dropped Pinkie on the bed. "Well, well...look's like the tables have turned..." She giggled as she she sauntered towards the trapped cowgirl. She used the batter to pin her wrists and elbows to her sides and stuck her ankles together. "Now then, let's go back to my place and have some fun..." Applejack could only gulp in fear...

Rarity watched her friend take Applejack off her hand's she noticed Pinkie trying to sneak out the window. "And where do you think your going?" She called out before grabbing her with her magic. At that moment she noticed a small glimmer on the floor, it was the key! "Sweetie Belle must have hid it under the pillow...", she mumbled as she tossed Pinkie back onto the bed and grabbed the key, quickly freeing herself and using her magic to tie pinkie to the bed before she could escape.

"LET ME GO!!" Pinkie shouted as she struggled against her bind's.

"Not a chance...I plan on taking full advantage of this...." Rarity giggle seductively....

"Well Rarity, since you've got thing covered here, I'm gonna take AJ off you're hand's...", Rainbow said as she slung the still-struggling Applejack over her back.

"Well darling, you could use my basement, I have a few...extra toy's you two can play with..." she said before handing her a key. "Just make sure you don't make too much noise..."

"You got it! Have fun!" The Cyan Pegasus said before bursting through the locked door and down stairs....

Rarity smirked before turning back to the bound pony. She sauntered towards Pinkie, swaying her hip's sexually, "Now that we're finally alone...we can have a real party...", she giggled as she wrapped her arm's around Pinkie's back, pressing her breasts up against her own...

"Umm, R-R-Rarity? Maybe we should-MMMPH!", Pinkie's plea was cut off by Rarity's kiss...

Back at her cottage, Fluttershy giggled as she woke up, happily groping the mare next to her.

"Oh good, your up!", she blinked at the sound of the voice, it sounded like....

"T-T-T-Twilight?!", she stuttered out as she looked to her side. Indeed, instead of Rainbow Dash she saw Twilight wearing nothing but a bra and panties while casually reading a book.

"Good morning cutie.....", She giggled as she put down the book and crawled towards her, making the shy mare blush madly, "U-U-Um...w-w-why are you...?"

"Shhhh...Don't worry, I'll be gentle...", she whispered as she crawled on top of her...

The basement of Carousel Boutique could only described as an S&M dungeon. It was mainly Rarity's secret buisness for when her client wanted something to go with their sexy attire. There was a Spanking bench in the right corner, a rack on the left side holding several different bondage tool's, such as Bondage hooks, a few whip's, ass-plug's, and several dildo's, and in the middle of the room was a heart-shaped bed witch Applejack was laying upon. While She had finally gotten most of the batter off her, however some of it had been used to hogtie her.

Just then the door opened revealing Rainbow Dash, but not in her usual attire, instead she wore a spiked collar around her neck, a black leather "corset" designed to cover most of the chest area except for her breasts, narrowed from her waist into a "V" shape. She also wore black leather short's and boots that ran almost to her knees with matching gloves and was carrying a long whip.

"Y'know the saying 'We hurt the ones we love'? Well AJ, I love you a lot.....", Rainbow Dash smirked deviously before cracking her whip while Applejack gulped in fear...

"Are you sure about this?", Scootaloo asked as they approached the cottage on the outskirt's of Ponyville.

"We don't have any other choice....", Spike said as they approached the door, "She's the only other unicorn we know who's special talent is magic, even if we don't like her, she's our only hope..." He sighed as he knocked on the door, after a few second's it opened, followed by a impressive display of min-fireworks.

"WHO DARE'S SEEK AN AUDIENCE WITH THE GREAT AND POWERFUL TRRRRIXIE??"

"I just know I'm gonna regret this..." Spike grumbled.

Author's Note

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

Chapter 7

Chapter 7

"HAHAHAHAHAHAHAHAHAHAHA!! OH SWEET CELESTIA THIS IS PRICELESS!! AHAHAHAHAHAHAHAHAHAHA!! THAT UPSTART-HAHAHAHAHA-TWILIGHT-HAHAHAHAHAHAHAHAHAHAHAHA-BOTCHED A LOVE SPELL!! AHAHAHAHAHAHAAHAHAHAHAHAHAHAHAHA!!!", Trixie managed say as she held her sides while rolling on the floor in laughter.

Needless to say, Spike had had enough. "OK, THAT'S ENOUGH! YOU'VE BEEN LAUGHING FOR NEARLY 10 MINUTES!!" Spike shouted, having had it up to Luna's Moon with Trixie's attitude

'When the hell does she breathe?', the CMC all thought.

"*Gasp*...ok...*giggle*...ok...*sigh*, Trixie needed that..." Trixie said as she picked herself up, the CMC could tell she was trying to hold in her giggles.

"Yeah, we're thrilled for ya. Now can ya help us out or not?!" Applebloom snapped, startling the rest of the group.

"OK, aside from getting a good laugh, Trixie does not see why she should be concerned with the trouble of your air-headed sister's and that upstart of a unicorn..." Trixie snidely retorted, earning a grow from the young Dragon and the CMC.

Sweetie Belle however calmed down. "Well...think about it this way: if you help us reverse the spell, that mean's you'll have outdone Twilight in using a spell even she couldn't use properly! Cementing the fact that you're greater and more powerful than her! Think of the publicity! Ponies would practically throw bit's at you just to see your show's!"

Trixie arched a brow and thought for a moment. 'The chance to see a supposed prodigy like Twilight struggle...AND show her up at the same time? This could be the type of publicity to put Trixie back on the map!' Trixie smiled before noticing a certain look on the young Unicorn's face, it was the same look she saw whenever somepony was trying to weasel their into your good side. She would know, seeing as she had done it a few times herself. "Hmm...while Trixie admit the chance presenting itself is tempting...Trixie needs more then just satisfaction out of this..."

Scootaloo blinked. "Wait...you want us to PAY you?!"

"The Great and Powerful Trixie's services don't come cheap..." The blue unicorn scoffed.

"Oh come on! We don't have any bit's!" Sweetie Belle argued.

"Oh Trixie wasn't talking about bit's...you see, Trixie's knows that Dragon's love to hoard gem's." She said as she approached Spike. "And even if your young, Trixie is sure you must have a good amount stashed away. Fork it over, and Trixie will help you."

"Oh no! How do we know you won't snatch the gem's and book it the moment our back's are turned? "Cus Ah'm not letting my friend get swindled!" Applebloom shouted as she stood in front of Spike defensively.

"Hmph, well you Trixie's help and Trixie doesn't work for free!" The snide Unicorn remarked.

"Well...how about this: we'll pay you half of my gem stash, and give you rest after Twilight and her friends are back to normal." Spike spoke up.

Trixie thought for a moment. "Trixie supposes she can work with that. Now let's go get my first half of the pay, and them Trixie shall show you and that upstart just great and powerful she really is!" She proclaimed as she walked out the door with Spike and the CMC following.

"Oh joy. I can already see more trouble brewing..." Scootaloo mumbled to the others...

Back at the basement of Carousel Boutique, Rainbow Dash used the last of the remaining bubble-gum batter to hang her upside-down by attaching it to walls opposite of each-other, stretching her body into a spread eagle position, while her hand's were glued to the floor.

"N-n-now RD...maybe you could just s-s-skip to the sex?" Applejack begged as Rainbow Dash picked up her whip.

"Sorry AJ, but I still need to pay you back for leaving me with Fluttershy?" She smirked before lashing out at her, whipping her naked ass cheeks.

*WAP*

"AHHH!" She cried out at the stinging sensation. RD's smirk turned into a sadistic grin as her whip came down on AJ's behind a second time.

*THWACK*

"AHHHH!" She screamed again as the whipped slapped her across the ass again. With RD timing the spanking so that the pain would come back just when the original pain wore off, but the flesh was still tender.

*WACK*

"AHHHH! NO MORE!" AJ squealed as her rear was whipped for a fourth and final time.

"Don't worry AJ, that was just a little punishment for earlier." She said as she gently caressed and massaged her butt-cheeks. "I love you AJ, and I'll show you a new world of pleasure..." RD cooed before pulling out her fingers and walking off, she came back a minute later holding purple leather strap-on and, a pink dildo, and a small tube of lube. RD fastened the leather straps around her waist and thighs as she walking behind her. She then started sucking on her index and middle finger, covering them in saliva before prodding the tip against AJ's asshole and forcing them inside.

"Mngah! What are you doing!?" AJ screamed as she as tried to suppress her moans of pleasure.

"Oooh! It sounds like you're enjoying it!" RD giggled as she pumped her fingers into her ass like a piston, pushing her fingers in all the way to the knuckle and twirled them around inside before pulling out. AJ's eyes almost rolled to the back of her head as her ass was being abused. "Agah!!" AJ squealed at the feeling of being anally probed. However just as she was starting to enjoy it, RD pulled her fingers out, earning a small whimper of disappointment from the cow-girl.

"And now for the fun part..." RD smirked before following up with a thicker and much longer dildo. "Agaahaaa!" AJ let out muffled squeal of shock as RD prodded her back door, having coated it with lube while she was anally fingering AJ, which allowed it to slide into her with very little resistance. AJ's eyes widened as she felt the dildo go inside her further than RD's fingers could. Her anal muscles tightening around the shaft to the point where it started shaking.

"Just relax..." RD said as she pulled out before thrusting back in, causing AJ to scream in pleasure. "Does it feel good?"

"Ngh...n-y-yes..." AJ stuttered out, she didn't know weather her feeling's were genuine or if it was from the blood rushing to her head, either way she could do nothing but enjoy the pleasure RD was giving her.

"Y'know, as much as I'm enjoying this, I think we should tale this up a notch..." RD said before spreading AJ's pussy lips, the rainbow-maned beauty grinned and pressed the second dildo against AJ's slit before pushing down on it hard, practically impaling her on the dildo.

"GHAAAAHHHH!" AJ screamed as she felt a mixture of pain and pleasure shoot through her body, RD began thrusting again while pushing the dildo in and out of her pussy. AJ closed her eyes and moaned louder as she became intoxicated by the feeling, both dildos sending large pulses of pleasure through her body. RD soon began timing her movements, each time she pulled one dildo out, she would push another back in.

AJ's eyes rolled in the back of her head as she was drilled in both her holes. 'Ah've never felt so good in my whole life! The only thing theat compare's to this is Rarity...oh how ah she was doin' this to me!' AJ thought as her heart pounded against her chest, not knowing how long she would be able to handle this.

Unknown to her, RD was getting her own pleasure from all this, her erect clit was constantly rubing up against a small bump on the inside of the strap-on, causing her to moan as her thrusts quickened as her orgasm built up.

Soon all the combined sensations proved to be too much for the blonde cow-girl. For brief moment her mind went blank as she succumbed to an intense wave of pleasure that rushed through her entire body. "I'M, I'M,I'M...I'M CUUUUUMMMMING!" Both women screamed as they hit their climax at the same time, their legs dripping with pussy juices. RD slid out of AJ and fell onto the bed, shivering in pleasure."That...was...so...awesome!!" She moaned as she caught her breath.

Meanwhile, AJ just hung there in the afterglow of her orgasm. Unaware that the batter holding her was finally loosening up...

"Just give in sweetie, I promise you'll love it..." Rarity cooed as she kissed Pinkie, her tongue wrapping around Pinkie's as she continued to french kiss her. The Unicorn slipped her left hand under her shirt and began playing with her nipples. "No bra? Such a daring girl!" She giggled before kissing her again as she slipped her right hand under her skirt and began slowly rubbing her sensitive pussy. "Does it feel good?" She asked seductively after breaking the kiss.

"N-no, please s-s-stooop!" Pinkie moaned out as she Rarity continued to finger her. Much to her surprise however, she did stop. "Fine, have it your way..." She said as she withdrew her finger's from her pussy...only to climb on top of her, straddling her face. "It's about time you pleasured me anyway. Now, lick my pussy like a doggy.", Rarity commanded, Pinkie blushed the thick musky scent entered her nostrils.

"I-I don't-"

"I said: lick my pussy!" Rarity snapped before thrusting her pussy right into her face, Pinkie reluctently leaned in and began to eat the Unicorn out, thrusting her tongue into her and swirling it around inside her. Rarity gasped and cried out in sheer pleasure. "Ooh, yeah! Just like that!" Rarity moaned as Pinkie ate her out, causing her body to twitch and shiver, enjoying the every sensation coursing through her body.

"Uuhhnnn! I'm gonna cum!!" Rarity moaned, thrusting her hips up into Pinkie's face. "Don't…stop…mnnn…LICKING!!!" She screamed as she threw her head back as she came, drenching Pinkie's face with her warm juices, which she was forced to swallow. "Very good, Pinkie." Rarity cooed as got off her before leaning down to kiss her forehead. "Now we're going to try something a little different..." She said before walking off, she started looking around for something. A few seconds later she approached Pinkie with her custom-made double dildo in hand.

She slowly pressed the head of the dildo against her pink slit, she held in a sharp moan as it spread her pussy lips once more, thanks to Pinkie moistening her up it slid in smoothly. Rarity bit her lip as it pressed it up against her womb."al..most...there!" The Unicorn grunted as she forced the dildo into her womb while Pinkie watched in shock, not stopping until a bulge appeared in her stomach. "F-f-finally!" Rarity gasped out before falling to her knees.

"Rarity! Are you ok?!" Pinkie called out, despite her current situation, she was still worried for her friend.

"Ohhh Pinkie...I've never felt better!" She giggled as she stood up proudly with the remaining length of the dildo sticking out of her pussy as if it were her own dick. "And trust me Pinkie, the fun has just began..." She cooed as she got on top of her again and pushed her dildo into her mouth before she could react. "All right Pinkie, suck it like a Popsicle!"

Pinkie hesitantly opened her mouth and took the head of her fake dick into her mouth, lightly sucking the tip, earning a moan from Rarity. She slowly rocked her head back and forth, slowly taking more of her false shaft into her mouth each time. Rarity started thrusting her hips in rhythm with Pinkie's motions to increase the pleasure. "Mmmmm yeah, that's it...ah yes...right there Pinkie!!" Rarity moaned as she stroked Pinkie's poofy hair smoothly while she continued to suck. Rarity then thrusting faster and continued to moan. "Oh yes! That's perfect! Yes, yes, yes, almost-AHHHHH!!" She screamed as she grabbed Pinkie's head and exploded into her, her sweet cum traveled through the hold on the tip, filling Pinkie's mouth as her eye's rolled to the back of his head. The party pony was forced to swallow every drop of cum that flowed into her mouth.

"Ahh...you loved...the taste of...my dick...didn't you Pinkie?" She giggled between pant's as she took her fake dick out of her mouth. "As much as I'd love to continue...mommy needs her rest..." She said before laying down next to Pinkie. "But I promise I'll make you see heaven when I wake..." She whispered into her ears before falling asleep. Pinkie could only lay there as the Unicorn hugged her in her sleep.

'How do I get out of here?'

"P-p-please Twilight...d-d-don't..." Fluttershy pleaded as she tried to back away, only to get held in place by her magic

Now, now, Fluttershy...I have a special "private" lesson to teach you about friendship...ing..." Twilight smirked as she grabbed her legs and spread them apart, revealing her pussy. "Brace yourself sweetie..." She said as she brought herself to eye level with the Pegasus' cunt and gave it one long lick, causing Fluttershy to cry out in pleasure. As Twilight continued to eat her out her tongue slid deep into her pussy, twirling around inside before sliding back out, Fluttershy squealed as she began to thrash around wildly, forcing Twilight to intensify her magic hold on her. "Now, Fluttershy...tell your Mistress, what's soaking, wet, and clueless~?"

"M-m-m-me...I...I-AAUUUHHH!" Fluttershy screamed as she arched her back and came hard, squirting her sweet love juices into Twilight's mouth before her body calmed down and her breathing returned to normal."I...ah!...oh my..."

"That's right! You win!" She giggled before she started fondling her breasts.

"P-P-Please...d-d-don't...I-I w-want D-D-Dashie..." she moaned out as she was molested by her best friend.

Twilight arched a brow before scowling. 'She want's Rainbow Dash?!' She thought before remembering what Rainbow told her about the shy mare raping her. 'Well then, I guess I'll have to fix that!' She thought with a dark grin as she pressed her horn against her forehead, casting a spell to force her to want her and only her. "You will be mine..." She whispered as her horn started glowing brighter and brighter...

Fluttershy gasped as she felt Twilight's magic enter her mind, slowly forcing her thought's of Rainbow Dash slowly being replaced by thought's of Twilight...suddenly a heart-shaped sphere appeared on her forehead, much to Twilight's surprise. "What the heck!?" She shouted before the sphere exploded into several small hearts, hitting both Fluttershy and Twilight and forcing them to fall asleep....

Twilight and Fluttershy found themselves floating through a dark plain, a single bring light shining in front of them, they felt themselves being drawn towards it...then they saw Rainbow Dash, immediately Fluttershy reached out for her, only for the rainbow-maned Pegasus to slowly turned into a different mare, Applejack. Surprisingly, Twilight was the one to move towards her, feeling an odd attraction towards the cowgirl. Fluttershy soon followed her as the mare transformed into Rarity...then Pinkie...then Rainbow Dash again, them back to Applejack...

It was then Twilight and Fluttershy realized that one mare became all four of them and started to slowly circle them. The two mares tried to keep up with them but couldn't keep up, only for them to close in on them...and then they stopped for a split second and embraced then, gently hugging and kissing them passionately. Twilight and Fluttershy felt and enjoyed every moment of it, it was then that they realized what they had to do, they shouldn't be fighting over each other, they were friends, they loved each-other, they belonged together...and the two mares would back sure of that. That was their last thought before a bring light enveloped the entire area...

Twilight and Fluttershy woke up with a start as they looked around. Twilight turned to the shy Pegasus. "Did you...?" Whatever she was about to say was cut off by Fluttershy pressed her lips against Twilight's.

"...have the same dream yes..." She giggled as she gave her a small peck on the check. "And I think it's time we brought our friend's discover the the true magic of friendship...with benefit's..." She finished with a wink.

Twilight giggled as she got up and put her clothes back on. "Yes...now then, let's go get the others shall we?" She said with a seductive grin...

Chapter 8

Back in the basement of Carousel Boutique, RD slowly came to...only to find the batter hanging from the walls and no AJ in sight. “Oh HELL no!” She screamed before darting towards the door...or she would have if she wasn’t handcuffed to the bed post.

“APPLEJACK!!” She screamed in rage.

Upstairs, AJ had just escaped from Rarity’s S&M Dungeon (She’d ask what all THAt was about later) and made her way upstairs. ‘Rarity’s gonna pay BIG TIME for leaving me with that sex-crazed Pegasus!’ She thought to herself as she made her way to the locked door and kicked it down with all her might, knocking the door off it’s hinges and walking the fashionista.

“GAH! A-Applejack, what a s-surprise!” Rarity stuttered as she got off the bed, backing away from the farmpony.

“Don’t ya try to sweet talk your way out of this!” She snapped, angrily storming towards her as Pinkie slowly woke up and smiled.

‘Applejack came to save me!’ She thought to herself, only to get a familiar tingly feeling...her Pinkie Sense had gone off!

“Ya’ll think ya can just leave me to get raped by a sex-crazed Pegasus while ya’ll are up here going at it like rabbits?!” She growled as she advanced on Rarity, backing the Unicorn into a corner. “When ah get through with you ya won’t be walking straight for weeks!”

“Applejack!” Pinkie called out, getting both her and Rarity’s attention. “I just got an ear flop, eye twitch, pinchy knee, itchy nose, sleepy foot combo!”

“What in the heck does that mean?!” AJ asked, only for an angry scream to echo through the Boutique, followed by a loud crash.

“APPLEJACK!!”

“Dashies mad.” Pinkie deadpanned.

AJ immediately started freaking out while Rarity tried to sneak away. “Oh no you don’t!” AJ said as she grabbed Rarity and darted towards the closet. Mere seconds before RD burst into the room.

“WHERE IS SHE!?” She growled.

Pinkie flinched. “Well if you would be a nice girl and untie me-” Before she could even finish RD ripped the bedposts and freed her. ‘Ok, yikes! Dashie really has lost it!’ Pinkie flinched RD pushed her up against the wall.

“I am horny and pissed and I’m only gonna ask once! And if I don’t get the answer I want I will strap you back onto that bed, put a cowboy hat on you and paint you orange!!” She growled in rage. “WHERE. IS. APPLEJACK!?”

“S-She heard you coming and darted out the window, I swear!” Pinkie shouted before pointing to said window. “She said something about getting back to the farm with Rarity!”

RD wasted no time and darted out the window. Leaving Pinkie to breath a sigh of relief. “Ok girls, she’s gone.”

“Nice save Pinkie.” AJ said as she walked out of the closet with Rarity, who was bound and gagged several scarfs. “Now if ya excused me, ah need a little payback for last night.” She said while giving Rarity an evil grin, causing her to gulp in fear and shoot pinkie a pleading look.

“Well, you have fun with that, I’m gonna go get my sexy unicorn! I haven’t gotten any from her since chapter 5!” She said as she skipped out the room.

AJ decided not to question Pinkie’s way of thinking and dragged Rarity downstairs towards the basement. “Good thing ya kept that dildo in ya, I’m raring to go another round with that!” She smirked as she closed the door, ignoring Rarity’s screams of protest…

Pinkie stormed through the streets of Ponyville. “Alright! No more distractions! The moment I find her, Twilight is mine!” She growled as she approached the Golden Oaks Library and was about kick the door open...only for it open for her, revealing a very saucy looking Twilight wearing what appeared to be a schoolgirl uniform, however it was obviously a size too small for her as it hugged her curvaceous body and it’s skirt just barely hid her panties.

Twilight made no effort to cover herself and instead thrusted out her breasts, causing the pair to jiggle. “You like what you see Pinkie?” She cooed with a wink before giggling to herself. The party pony was at a loss for words, her eyes practically bulged out of their sockets as she slowly but eagerly walked inside while Fluttershy stepped out from behind the door and closed behind her.

Twilight caressed Pinkie’s chin as she pressed her breasts firmly against her own. “You know Pinkie, I was wrong to run from you. You’re actually one of the most beautiful ponies I know.” She said as she gave Pinkie a small peck on the cheek, while Pinkie was distracted she began to cast small relaxation spell on her friend’s mind.

Pinkie blushed madly as hearts appeared in her eyes. “You really mean that!?” She asked, becoming more eager make love to the Unicorn right then and there.

“Of course she does...” Fluttershy cooed as she wrapped her arms around her waist while Twilight brought her face closer to her’s, her horn glowing faintly as her magic slowly seeped into her mind. “...and I think it’s time I we continued that little ‘Private Party’ you wanted to have...wouldn’t you agree?”

Pinkie slowly nodded, trying to focus on her words, but it was slowly becoming very hard to focus. The spell Twilight cast was keeping her soothed, calm, and at peace as she began to remove her clothes, sliding them off her relaxed body with ease until she was completely naked, then she simply teleported out of her own clothes, leaving herself nude as well. She then pressed her lips onto Pinkie’s and it wasn't long before the two started passionately make out.

Fluttershy giggled as she slipped her hands under her shirt, grasping and squeezing her breasts, causing her to moan into the kiss, allowing Twilight to push her tongue into the party ponies mouth. ‘Mmm...she actually tastes like cupcakes...’ She thought as she got ready to cast the spell that would enhance not only her love for her, but the of the Element wielders as well…

...only for the door to slam open, snapping Pinkie out of her trance.

“Alright Twilight Sparkle! The Great and Powerful Trixie is here to stop this madness!” The arrogant Unicorn boasted as some mini fireworks went off behind her.

“Subtlety is not your strong point, is it?” Spike growled as he stormed into the Library with the CMC.

“Spike? What the heck are you doing here?! And why did you bring her?!” She growled as Fluttershy stood beside her, clearly ticked off that their moment of seduction was ruined.

“We’re here to dispel that...uh...spell!” Applebloom explained. “Ever since ya cast that spell everypony, including mah sister, has been acting crazy! And now you’re even trying to corrupt Pinkie!”

“Hey! It’s not corruption if you’re enjoying it!!” Pinkie complained

Twilight growled in anger. “What I’m doing with Pinkie is none of your business! And Spike, what were you thinking bringing that show-off here?!” She shouted, pointing an accusing finger at Trixie.

“Show-off?!” The cyan Unicorn cried out. “Trixie is one of the most talented Unicorn’s of all Equestria and Trixie’s going to prove it!” She snapped as her horn started to glow, she quickly fired a beam of magic at the ponies to stun them.

“There’s no way I’m letting you take my marefriends away from me!” She shouted as she quickly put up a magic shield around them deflecting the attack. “All I want is for them to love me! I can’t let you take that feeling away!” It was at that point Pinkie got an idea and silently whispered into Twilight’s ear, the purple Unicorn smirked deviously before her horn started to glow. “Later!”

Spike quickly caught onto what she was up to. “NO! Stop her quick before she-” He tried to warn them, but was late as all three of them were enveloped in a bright light before vanishing completely.

“They teleported?!” Trixie exclaimed in shock.

“No shit, captain obvious!” Scootaloo snapped. “And thank to you, we have to chase them down all over again!”

“Hmpth!” The show-mare snorted. “Trixie fails to see how this is her fault!”

The young Pegasus hovered up to her face. “If you hadn’t burst in, we’d be a few steps closer to fixing this mess!”

“ENOUGH!!” Spike shouted, getting everyone’s attention. “Look, we can play the “Blame Game” later! Right now we need to find a spell in here that’ll turn them back to normal. Then Trixie get’s the rest of her payment, our friend’s and sister’s are back to normal, and everypony’s happy!” He growled before walking towards the basement door to get some of his gems, Trixie and the CMC glared at each other before approaching one of the many bookshelves and started looking for a counter spell.

Meanwhile in the basement of Carousel Boutique, Rarity was tossed onto her bed as AJ sauntered up to her with her hips swaying sexually. “Now then, how about a little warm up?” She asked. Not waiting for an answer she took the dildo and shoved the entirety of it into her mouth, forcing it in as deeply as possible.

“N-No! Not aga-ohhhh…” Rarity moaned as the waves of pleasure hindered her resistance, as much as she wanted to stop her, she couldn’t deny how good it felt. ’ I bet it would feel even better with Pinkie Pie...’ She thought to herself as she vainly tried to push AJ’s head back. However while she was sucking her off, she steadily snaked her hand between Rarity’s legs and shoved three of her fingers into her ass. “AGAHA!” Rarity yelped as she lost more of her strength and let go of AJ’s head.

The pleasure abruptly stopped when AJ pulled the dildo from her mouth along with retracting her hands from her ass, much to Rarity’s shock. “W...Why did you-” She gasped between pants, only for AJ to place a finger on her lip, silencing her.

“Shh...Now comes the real fun.” She smirked before getting on the bed, standing so that her damp pussy was inches away from Rarity’s face. Then without warning, she quickly sat on her dildo. “Eee-hee-HEEK!” AJ squealed in excitement as it easily slipped into her damp pussy thanks to it already being covered in her saliva.

“GAHAA! Aaaapplejack, p-please, s-ss-stoooOHHH!” The fashionista screamed out as she tried pled with the apple farmer, but it was too much for to take as she began to lose herself to the sweet sensations. As AJ began bouncing up and down on her dildo she pushed Rarity onto her back so she was straddling her and began massaging her breasts and tweaking her nipples, bringing her pleasure to even greater heights.

Suddenly, Rarity managed to fight through the pleasure and used her magic to flip AJ over before putting herself on top of the apple farmer. “This ends NOW!” She shouted as she attempted to pull out, only for AJ to give her a sly smirk as her legs quickly closed around her, locking her waist in placed and holding her dildo inside the wet walls of her pussy. “Erk! Wh-what are you-”

“Oh no ya don’t! Not till Ahm satisfied!” She gloated as she crossed her legs tighter, her muscular thighs easily holding her in place. She briefly loosened her grip on her, enough to let her dildo slowly slid out, then tightened her legs again, forcing her to rock her hips forward, plunging right into her pussy. “Aw yeah baby!” She moaned out as she forced Rarity to continuously thrust into her.

While Rarity couldn’t deny how good this felt, she refused to be dominated by her friend any longer, her horn glowed as she tried to push AJ off once more, buy the apple farmer quickly pulled her forward and kissed her, regaining control of the situation. “Yes, yeah that’s it! A little more...ahm, ahm gonna-AHAAAA!” AJ cried out in orgasm, breaking the kiss as her pussy tightening around the dildo as her mind nearly drowned in a sea pleasure.

“To tight, to ti-AGAAHAAA!!” Rarity squealed as the pleasure drove her over the edge and she came as well, pouring her load of cum into AJ’s pussy.‘It feels like she’s milking for every drop I have!’

“Mmm...now THAT was fun.” She asked as she pulled the dildo out with a satisfied smile. “Wanna go another round after ah rest up?” She asked as she layed down next to the panting Unicorn, rubbing cum into her cunt and winking at her.

“P-please...n-no more...I...I love Pinkie...” She tried state through tired gasps.

“Ya’ll think ya can handle Pinkie, that little ball of energy?”She giggled before planting a firm kiss on her lips. “Ya’ll need to learn more about Earth Pony stamina, and ahm the perfect teacher...” She said as she slowly crawled on top of Rarity...

The three mares were teleported into the forest near Sweet Apple Acres. “Good, thinking Pinkie, they’ll probably try looking for us at Carousel Boutique or Sugarcube Corner before looking for us here.” She said before wrapping her arms around Pinkie. “I promise you’ll be given a special reward...” She giggled before her horn started glowing brighter and brighter as she cast the same spell she used on Fluttershy (sad pegasus was watching to make sure they weren’t interrupted).

Pinkie gasped as she felt Twilight's magic seep into her mind, causing a heart-shaped sphere to appear on her forehead. Almost instantly, the sphere exploded into several small hearts, knocking Pinkie Pie out…

Pinkie Pie found herself floating through the same dark void Twilight and Fluttershy were in, except this time Pinkie found herself on a heart-shaped bed. Before she could ask where she was, Twilight appeared right next to her. The pink party pony eagerly jumped on top of her, happily groping her breasts.

“Oh, don’t leave me out Pinkie~” A sultry voice whispered into her ear, she looked over her shoulder to see Rainbow Dash wrapping her arms around her from behind. She smirked as she kissed her on the neck, earning a giggle from Pinkie.

“You want to make everypony happy, don’t you?” Another voice called out as she felt breasts getting groped, Pinkie looked down to see she wasn’t on top of Twilight anymore, instead she had somehow switched places with Rarity! At first Pinkie was close to panicking, only to moan as wave of pleasure and relaxation to spread from her pussy and throughout her body. She looked down to see Applejack’s orange hand fingering her.

“Then you need to open your heart, not only to Twilight...” AJ whispered before she morphed into Fluttershy.

“...that way we can give you the same happiness you give us...” Rarity finished as she morphed into Rainbow Dash and kissed her.

Pinkie was trying to keep up with who her friends were changing into, only for the two mares to suddenly vanish , before Pinkie could speak she saw somepony rising out of the covers. She quickly took them off to see the figure…

...was Pinkie Pie herself.

“Let your thought’s go...” Her double said before hugging and kissing her passionately. Pinkie didn’t even try to push her away as she was groped and fondled, her double touching all the right places as she pushed onto her back before spreading her legs apart. But before she could got any further, a bring light began to enveloped the entire area, causing the bed, her double, and finally Pinkie herself to vanish…

As Pinkie Pie woke up, the first thing she saw was Twilight and Fluttershy standing over her. “So...how do feel Pinkie?” Fluttershy asked.

Pinkie’s only response was to pounce on her and kiss her passionately, thrusting her tongue into her mouth as Fluttershy returned the kiss. Twilight simply watch while fingering herself as the two made out. By the time Pinkie broke the kiss, Fluttershy’s had spread into a wing-boner and there was a trail of saliva between them.

“That answer your question, Flutters?” Pinkie asked seductively before getting up and advancing on Twilight, who was licking her fingers clean of her own pre-cum.“So! When we get to have our Pinkie-Rainbow-Rari-Twi-Apple-Flutter Fun Time?!” She asked eagerly as she took Twilight’s hand into her mouth and continued cleaning it for her.

“A-as s-s-soon as we g-get the other three...Ohhh yes~!” Twilight moned as Pinkie suckled on her finger.

“Um...not to complain or anything but, can we go after Rainbow Dash now?” Fluttershy asked as she got up, her wings still stiff.

"Where are you Applejack~?" RD’s voice echoed through the forest.

“Well, speak the devil!” Twilight said with a devious smile…