Chapters Fluttershy’s wings twitched slightly as she worked. She was aware of the movement but unable to control it, being part of her not insignificant gag reflex. She suppressed a cough as she tried to force more of Macintosh’s large penis down her throat. She was kneeling in front of him on the floor, while he sat on his bed, his pelvis eye level with Fluttershy. She was an inch or so past the head of his penis (a new record for her), but her tears were stinging her eyes and a coughing fit soon rendered her unable to breathe. A powerful cough caught in her throat, and she yanked her mouth off of the large member, coughing and gasping for air.
She tried to wipe away the tears streaming from her eyes, but they wouldn’t stop flowing. She heard Big Mac lean forward from his sitting position on the edge of his bed, and his large hand found its way to Fluttershy’s shoulder, giving her a comforting squeeze. As she slowly caught her breath and the flow of tears started to subside, she tried to gasp out an apology.
Macintosh simply grabbed her by the chin and kissed her.
Fluttershy sighed and absentmindedly poked at a slice of cake with her fork. She was sitting at a table outside of Sugarcube Corner, waiting for Pinkie Pie’s shift to end so they could talk. Fluttershy snapped into startled attention as Pinkie suddenly plopped into the chair across from her. She put her drink down onto the table (it was some sort of coffee and cream concoction with an unhealthy amount of caramel and whipped cream) and struggled somewhat with her name tag.
“Sorry about that ‘Shy, I had to finish up a birthday cake before I could punch out.” She managed to pluck the tag from her bright yellow t-shirt and chucked it into her pink purse. “So what’s up? You don’t look so hot.”
“Oh… it’s nothing really.” Fluttershy was suddenly too embarrassed to tell Pinkie about what was troubling her. The thought of telling somepony that she couldn’t please her boyfriend, even if it was Pinkie… the thought alone was mortifying! “I just… you know…” She stuffed a piece of cake in her mouth to avoid talking.
“Problems in bed?”
Fluttershy choked on the soft cake for a moment before recovering. Gasping for air she stammered “H-h-how d-did you kn-know?”
Pinkie leaned back in her chair, triumphant. “Lucky guess. Besides, Mac and I used to date, so I know the… size of the problem you’re dealing with.”
“Oh Pinkie…” Fluttershy felt the familiar tears spring up in her eyes. “I can’t please him! He says he doesn’t care but it just isn’t fair! He always makes me feel so good, but I can’t do anything for him! What do I doooo?”
“Dump him.” Pinkie’s tone was flat. “Let him remember that he’s missing all this.” She squeezed her pudgy stomach and gave it a wiggle. When she saw the tears flowing down Fluttershy’s face, she sprung to her feet and brought the girl in for a tight hug. “Only joking! Only joking!”
They stayed like this for a while, Pinkie stroking Fluttershy’s long hair, with Fluttershy’s face buried in Pinkie’s chest, crying softly. Fluttershy pulled away after a few minutes, drying her eyes. She saw the tear stains on Pinkie’s shirt and gasped.
“Oh Pinkie! I’m so sorry! Your shirt-“
“Pishaw , it’ll come right out.” She brushed off Fluttershy’s concerns with a nonchalant wave. She gave Fluttershy a quick kiss on the cheek before turning towards Sugarcube Corner. “I might have an idea that could help you out. But first, I’m gonna need to make a few phone calls…”
Twilight bit onto her pillow to prevent her screams from being heard outside of the library. She could feel her lover’s tongue exploring the folds of her vagina, reaching deeply into the place few ponies had ever been, sending waves of pleasure up her spine in electric jolts. Her hips bucked wildly, as if she was trying to escape the pleasure between her legs. Of course, Twilight wanted nothing of the sort. She would be happy to stay like this forever if she could. She felt her lover’s hand reach under Twilight’s pillow in order to find her breasts. The probing hand found its target, and gave Twilight’s right nipple a firm pinch, eliciting squeals of delight from the purple unicorn.
Twilight looked over the pillow at her partner and locked eyes. Twilight could feel her orgasm building up inside of her, like a ball of fire below her stomach, slowly spreading out to reach every part of her body. Twilight reached between her legs and grasped the other unicorn’s horn roughly, sending a sudden jolt through her lover’s body. Twilight used her newfound leverage to push her partner’s face deeper into her crotch, forcing her orgasm to arrive as quickly as possible. Twilight’s hips raised half a foot off the bed as her orgasm took over her body. Goosebumps spread over her skin, and her horn shot feeble bursts of magic sparks into the darkened bedroom, and Twilight tried not to scream, knowing that she would fail as usual.
Twilight flopped heavily onto her bed once her orgasm released her from its powerful grip. She threw the pillow aside, trying to ignore the highly visible teeth marks she left in the fabric. She gasped for air and mopped the sweat from her brow and from between her breasts. She realized that her toes had been curled up into tight fists for the past few minutes, and slowly stretched them out once more. Her partner crawled up Twilight’s body, and lay on top of her when she reached eye level. The sweat from their purple and light blue bodies mixed together on their skin and on the bed as they shared a soft, loving kiss that seemed to last hours.
“So…” the blue unicorn gasped, breaking the kiss, “did Trixie give you a great and powerful orgasm as usual?”
Twilight chuckled and playfully pinched Trixie’s nose. “Don’t be such a dork.”
“A dork? This, coming from you ? The princess of all dorks?”
“Laugh it up, Lulamoon. Find another tree to live in.” Twilight smiled once again and kissed her lover.
The intimacy was broken by Twilight’s phone, ringing in a drawer of the nearby nightstand. Twilight broke the kiss and groped blindly for the drawer. Trixie tried to swat away her hand. “Just ignore it, sweetie.”
“I can’t, that’s Pinkie’s ringtone. If I ignore it she’ll just keep calling me until I pick up.”
“So turn your phone off.”
“She’ll climb onto the balcony.” The tone of her voice told Trixe that she was dead serious.
“Ugh, fine .” Trixie rolled out of bed and padded her way towards the bathroom. “I’ll be in the shower. Feel free to join me.” She closed the door behind her, and Twilight heard the hiss of running water.
She shook the images of a soaking wet Trixie from her mind and answered the call before it went to voicemail. “Hello?”
“Twilie! It’s Pinkie!”
“Hey Pinkie, it’s not actually a great time to talk…” The thoughts of water cascading down blue skin wouldn’t leave the forefront of her thoughts.
“You and Trixie can bang later! This is urgent!”
Twilight was dumbstruck. She had tried to keep the nature of her relationship with Trixie a private matter. It’s not that she was embarrassed, she was simply a private person, and her sex life fell heavily into the ‘noponies business’ category of privacy. “How… how did you-“
“How did I know you and Trixie are pussy pals? Geeze Twilight, you make it super obvious. Everypony knows!”
This news was… somewhat disturbing, to say the least. But it would have to wait for later. Pinching the bridge of her nose, Twilight changed the subject. “What’s so urgent that you had to call me about?”
“Fluttershy can’t suck dick!”
Twilight had to resist the urge to throw the phone at the wall. “And why… is that… urgent ?”
“She’s been dating Big Mac for like a year now and she can’t make him cum! I saw her today and she was all torn up about it! I hate seeing my friends sad! Please Twilight, you have to help!”
Twilight sighed, but she knew she couldn’t avoid the situation. She may not see eye-to-eye with Pinkie all the time, but the trait they shared was to strongly care for their friends. If one of the girls was sad, neither Pinkie nor Twilight could rest until the situation was resolved. “Fine, Pinkie. What should I do?”
“Meet me tomorrow at Sugarcube Corner. Noon. Oh, bring Trixie.” The line went dead.
Twilight tossed her cell phone onto the bed and made her way into the bathroom. She pulled the shower curtains aside to find Trixie lathering her breasts with soap in the tub. Trixie grinned at the sudden appearance of her girlfriend and scooted aside to let the purple unicorn in.
“Pinkie wants us to meet her at Sugarcube Corner tomorrow. Fluttershy is having boy problems.” Twilight grabbed the soap from Trixie’s hand and started to soap up her toned legs.
“Us? Me too?” Twilight nodded in response. “Why me?”
“No clue. Whatever, I have something else on my mind right now.”
“Like wha-“ Trixie was cut off when her tail was suddenly raised high above her head by Twilight’s levitation magic.
Twilight leaned in and kissed her girlfriend softly on the lips. “Bend over, Lulamoon.”
Rainbow Dash bit her lower lip as the strap-on eased itself into her tight anus. She was bent over Applejack’s bed, the owner of which was penetrating her with a brand-new, 8-inch ribbed strap-on dildo. Dash felt the first ridge of the phallus slowly stretch her anus open wider than it had ever been. She gasped in pain as the thought of the toy tearing her apart ran through her mind. She gasped in pure ecstasy as it suddenly slipped past the widest point, quickly popping the rest of the way into her pink hole.
“You gonna be alright, Dash? There’s a bunch more ridges to go.” Applejack always sounded worried when Dash made her perform anal.
“Just shut up and fuck me,” she groaned. “And use more lube.”
Applejack rolled her eyes, but moved to comply. She reached to her side and pulled a half-empty bottle of lubricant from the top of her nightstand, uncapped the bottle, and squeezed a healthy dose of lube onto the dildo. She tossed the bottle aside and rubbed the glop of lube along the shaft of the dildo until it was evenly spread.
Dash was getting impatient at this point. “Come on, AJ.” She wiggled her ass slightly farther down the shaft of the dildo. “Fucking fuck me already.”
AJ frowned and gave her hips a quick thrust, sending an entire ridge of the dildo into Dash’s bowels, making the small Pegasus shriek and clench the bed sheets in her fists. AJ leaned in close to her girlfriend’s ear. “What’s the matter, darling?” she whispered coyly, “I thought you wanted me to fuck your tight little asshole.”
“I’m gonna kill you.”
AJ chuckled and quickly pushed another inch into Dash’s ass. Dash once again shrieked, and fell face first into her pillow. A muffled groan of pleasure told AJ to keep going. She complied. She pushed forward again, this time more slowly, watching as another ridge expanded Dash’s sphincter before disappearing inside of her. Then another. And another. Soon enough she was buried to the hilt in Dash’s tight ass. Dash didn’t seem to even notice at this point; she hadn’t moved in some time, keeping her face buried in her pillow.
AJ gave the Pegasus an experimental spank, and recoiled in shock as Dash’s head snapped backwards. Her eyes where almost rolled into the back of her head and her tongue was lolling. Her normally light blue face was flushed a deep red, and she was panting heavily. “Um… Dash?” AJ was worried that something had gone wrong. “Honey? You okay?”
“AJ… I…” Dash’s panting was making it difficult for her to speak. “I… I love you.”
AJ was momentarily stunned. She looked away and her orange cheeks turned beet red. “I uh… ahem. I love you too.” This seemed like an awkward situation to be talking like this. She snapped back to attention when she was almost clocked in the nose by Dash’s foot swinging past her face. She was rotating her body so that she was now laying on her back. She then put the palm of her hand flat against Applejack’s chest and pushed, tipping the girl backwards.
“Dash, what’re you doing?” AJ’s head hit the mattress with a satisfying flop .
Dash was now straddling Applejack’s hips, the dildo still buried inside of her. “This time… oh fuck me this thing feels awesome… this time I wanna be on top.” She grinned. “This time I’m the cowgirl.” And with that she started to raise herself off of AJ, freeing the dildo from inside of her. She gasped as she felt the ridges pass through her, almost feeling better than when they entered her. She stopped after a few inches and pushed herself back down more quickly. “Oh god damn. This is the best invention in all of history.”
AJ pulled herself upright so she was eye level with Dash. She pulled the Pegasus into a tight embrace and began to gently thrust her hips. It took a few false starts, but soon they were in rhythm. Their hips, now working in tandem, began moving faster and faster, pushing onto each other before quickly pulling away. Dash’s gasps became moans. The moans became screams. The screams were silenced by Applejack pressing her lips to Dash’s, their tongues intertwining. Dash began to flap her wings to match the rhythm of the thrusts, adding more force to the already powerful fucking she was receiving. The sound of Applejack’s hips slapping against Rainbow Dash’s buttocks and their muffled moans mixed with the wet, slick sound of the lube doing its job were the only sounds to be heard throughout the empty farmhouse.
Their lips separated and Dash gasped out a plea. “Keep going. I’m… I’m gonna cum.”
AJ redoubled her efforts. “Me too,” she said through gritted teeth.
AJ thrust furiously into Dash, making the small girl go limp with the force of the blows. Their gasps rose into a single scream at the same moment as a furious orgasm wracked both of their bodies. They held each other tightly as they felt the adrenaline slow and their hearts began to pound.
Applejack was drying her hair with a towel when she heard the bing of a text message received. She picked up the phone and read the strange message from Pinkie Pie.
Dash walked into the room, likewise towling herself off. “What’s up?”
AJ frowned. “According to Pinkie, we all need to meet up tomorrow at Sugarcube Corner for an urgent meeting about… my brother’s penis.”
“Oh.” There was a moment of silence as Dash continued to dry off. “Wait, what? ”
Rarity received a similar message from Pinkie while she was putting the final touches on a fancy hat. She wasn’t having sex or anything. Sorry.
Sweetie Belle was masturbating in her room, though. But she’s not part of this story, so let’s drop it.
The next day at noon, the girls met up at Sugarcube Corner, wondering just what the hell Pinkie had in store for them. At noon exactly, Pinkie rushed down the stairs to the bistro and waved her friends up to her room.
They arranged themselves silently in Pinkie’s frilly, mostly pink room. Nobody spoke up. Trixie absentmindedly grasped Twilight’s hand, feeling nervous as she was in a near stranger’s room.
Applejack broke the silence. “Alright Pinkie, what in tarnation-“
“We’re gonna have a rainbow party.” Both Pinkie’s tone and expression were dead serious.
Rarity seemed to be the only one who knew what this meant, and stifled a gasp. “Um… darling…” she started nervously, “when you say ‘rainbow party,‘ do you mean-”
“We’re all gonna wear different color lipstick while we suck off Big Mac so Fluttershy can learn how to suck a big cock like Mac’s in order to save their relationship, yes.”
Silence hit the room like a ton of bricks. The girls glanced around nervously, hoping this would prove to be some sort of joke. The punchline didn’t seem like it was forthcoming.
The room erupted in chaos. Applejack was yelling at Pinkie for sticking her nose into Fluttershy’s business, Rarity was yelling at Trixie for saying the Pinkie had gone nuts, and Rainbow Dash was just yelling to the room in general. As the noise reached its peak, a sudden BANG caused everyone to jump to attention. They turned to see Twilight on her feet, with the last few sparks of a magic flashbang cascading from the tip of her horn.
“Everypony… shut up.” She turned to Flutershy, who was in the process of trying to make herself as small as possible in the corner. “Fluttershy. Big Mac is your boyfriend. This is your problem. I want to hear what you have to say about this.”
Fluttershy’s eyes darted away from Twilight’s as she played with the hem of her sweater. She mumbled something that only she could hear.
“Fluttershy,” Twilight began, more forcefully this time.
“I want your help!” The sudden outburst almost caught in Fluttershy’s throat, but she pushed on. She had to be strong. “I… I want to show Macintosh how much… how much I love him… And I can’t the way I am now. Please!” Tears were welling up in her eyes at this point. “Please, help me show him…”
Twilight crossed the room and put an arm around Fluttershy’s shoulders. “Sweetheart, I’m sure he knows. You don’t have to prove anything to him.”
“I want to prove it to myself.” Fluttershy’s tear-filled cyan eyes met with Twilight’s sharp purple eyes. “I need to do this… for me.”
“Even if I was fine with this, which I’m not, what about Macintosh? I doubt he’ll be fine with this situation.”
Pinkie coughed. “Actually…”
The door opened behind Twilight, and Big Mac walked into the room. He moved surprisingly quietly for such a large man.
“Fluttershy and I already asked him. He said he’s fine with it if I can convince you girls to go for it. He says he’ll do anything to help Fluttershy. Right Mac?”
“Eeyup.”
“Alright then.” Pinkie turned to her dresser, and pulled her impressive collection of brightly colored lipsticks from a drawer. She pulled out the richest shade of crimson she could find and applied it to her puckered lips. “I’ll go first.”
Rainbow Dash jumped up from her seat. “Waitwaitwait. We’re really doing this? Really?” Everyone gave an awkward half-nod. She turned to Applejack. “You’re seriously okay with this?”
Applejack was, in fact, rather uncomfortable in this situation, but she could see how much it meant to her brother and Fluttershy, so she was determined to see this through. She put her arm around Dash’s slim shoulders. “It’s fine, just relax.”
“But-“
“You don’t have to watch if you don’t wanna.”
Dash pulled away from AJ with a pout, and plopped into a chair in the corner.
“Alright then,” Pinkie chimed in, “let’s get started!” She flopped onto the floor and reached under her bed, digging around slightly before she found what she was looking for. She pulled out a large wooden chest with the words ‘PINKIE’S BANG BOX’ written on the lid, and with a flourish, opened it. Inside was the most diverse arrangement of sex toys any of the girls had ever seen. There were large dildos, small dildos, colorful ones, realistic ones, stap-ons, whips, clamps, chains, a taser, and something that looked like a drill with a green dildo attached on the end. She tossed aside a few small bullet vibrators and butt plugs that peppered the top layer, and stuck her arm in up to her elbow to root around for something. “I know it’s around here somewhere… hold on… AHA!”
She yanked her arm out of the box, pulling something along with her, which spilled even more of the contents of the chest onto the floor. She had a satisfied grin on her face as she held her prize above her head for all to see. It was a two-foot long, pink, floppy, double-ended dildo. Pinkie glanced at Twilight. “Hey Twilie, remember this thing? From the sleepover?”
Twilight gasped, turned bright red, and buried her face in her hands.
“Geeze, Twilie, no need to get so embarrassed. You and Trixie can borrow it if you want.”
Trixie shot up from her seat. “Hold on, how does everypony seem to know about myself and Twilight?”
The other girls gave each other confused looks. “Well… it’s sorta obvious,” Pinkie explained, “isn’t it?”
“The two of you do spend a lot of time together, darling.” Added Rarity.
“Yeah, and you always give Twilie those ‘fuck me’ eyes when you think nopony is looking.”
“And one time I flew by the library and head Twilight screaming your name.”
“Well, the two of you seem so close… I think it’s so romantic…”
“It’s obvious you’re together, sugarcube. Why act like you aren’t?”
“Eeyup.”
Trixie sat back down, stunned by the revelation that her private life was so… obvious.
“Anyways, back to this! ” Pinkie held out the dildo towards Fluttershy, making it wobble as she did. “Now the thing you gotta worry about most when giving head is choking on it. Big Mac is… well, big, so it’s gonna be tough to get a lot of that man-meat in your mouth.” She gave Fluttershy a conspiratorial wink. “But I just happen to be a pro cocksucker. Watch and be amazed.”
She then tilted her head back, opened her mouth as wide as she could, and inserted one end of the dildo into her mouth. She slowly fed the length of the dildo down her throat, bit by bit, relishing in the wide-eyed looks she was getting from her friends. Her throat visibly bulged as she worked the head of the dildo down her neck and towards her stomach. She pushed it as far as she could, working it downwards until she felt it hit the bottom of her stomach. She released the other end and let it flop around while it hung out of her mouth. She took a small bow, hoping for applause but getting none. Somewhat annoyed, she grasped the free end of the dildo and quickly whipped it out of her mouth, never once gagging on it.
She took a quick gasp for air as she tossed the slick toy into a corner of the room. “Ta-daaaa!”
“That was…” Applajack mumbled, dumbfounded. “That was actually impressive.”
“Pssh , that’s nothing. One time I swallowed a vibrator and pooped it out.”
“You do… wash these things, right?”
“Yes, Applejack. I’m a pervert, not a barbarian.”
Fluttershy was still staring at Pinkie, wide eyes full of wonder. “How did you do that? It was amazing!”
“Lots of practice Flutters. But the secret… is all in relaxation.”
“Relaxation?”
“Yup. You gotta relaxe your jaw and your throat if you wanna fit something that big down to your tummy. If you tense up you’re just gonna choke!” She put an arm around Fluttershy’s shoulders and grasped her jaw with her free hand. “Plus, you gotta have the right angle.” She tilted Fluttershy’s head upwards. “You gotta make your throat a straight line, so he’ll fit.”
Still being held by Pinkie, Fluttershy mumbled out “I think I understand…”
“Well, showing is always better than telling.” She released her grip on the Pegasus and turned to Big Mac. “Mac, your pants, if you please.”
Macintosh nodded compliance, and pulled his worn jeans down his legs. He wasn’t wearing any underwear, so his half-formed erection sprang free of the confines of his jeans. He kicked off the jeans and stood calmly, his penis slowly becoming more erect. Rainbow Dash covered her eyes and Twilight gasped at the sight. Mac’s nickname was more fitting than many people realized. His penis, when fully erect, was a solid nine inches long, with an impressive girth to match.
Pinkie whistled appreciatively at the sight, and without further notice, pulled her t-shirt over her head, revealing that she wasn’t wearing a bra. She had her shorts halfway down her plump legs before anypony objected.
“Why are you getting naked?” Asked Twilight.
“Why not? Don’t make this weird, Twilie.” Pinkie kicked her shorts away, and stood proudly nude in the room. Pinkie wasn’t a skinny girl by any means, but she had an alluring shape. The extra weight on her bones gave her an attractively womanly figure that seemed to drive most men (and women) in Ponyville wild. And she didn’t care about her weight. She wasn’t the type of girl to have body issues.
“Now then, pay attention Flutters. In order to swallow a monster this big, yer gonna need the right angle. This is the easiest way to get it.” She kneeled down in front of Big Mac and grasped his erection in her hand. She brought it to her mouth, and swallowed the whole member at once. Mac’s height meant that Pinkie had to bend his penis downwards while looking up, thereby making her throat a straight line. “Yoo shee? Like dish.” She pointed excitedly at her mouth forming a tight ring around the root of Mac’s penis.
She pulled her head back, letting the penis flop out of her mouth. “Once you get the hang of it, it’s really easy. But you gotta relax, and go slowly at first. Otherwise, you’ll choke to death!” She giggled at her little joke before turning back to Big Mac. “You ready for more, big boy?”
“Eeyup.”
Pinkie took hold of Macintosh’s penis and swallowed it once more, slamming it into the back of her throat. Without any build up or even a pause, Pinkie began to roughly face fuck herself on Big Mac’s penis. The force of her head’s movements staggered Macintosh slightly, and he had to put a hand on the bedframe behind him to steady himself from the blows being aimed at his pelvis. Tears were flowing freely down Pinkie’s face, forming black streaks across her cheeks as her mascara flowed in the tears. She soon began to lose strength and had to grab Macintosh by the waist and use her arms to slam him down her throat in order to compensate. Saliva ran down her chin and over her breasts, flying off her chin as she moved and creating a small puddle on the hardwood floor.
The intense blowjob was soon too much for Macintosh, and he grasped Pinkie’s head, grabbing up large chunks of her wild, curly hair. “Pinkie,” she muttered through gritted teeth, “I’m gonna cum.”
Pinkie made a choked noise of consent and redoubled her efforts. The new speed at which she worked caused her to choke slightly as the head of Mac’s penis pushed past her tonsils and down her throat, and the sound of her cheeks hitting his pelvis created a loud smacking noise that rang through the room. The motion suddenly stopped as Mac held Pinkie’s head as far down his penis as he could and grunted loudly, signaling his release. Pinkie sat in contentment and hungrily swallowed his thick semen. After thirty seconds or so he was completely spent, and Pinkie slid off of his penis.
She flopped backwards onto the floor, and laughed as she caught her breath. “And that , ladies, is how you suck cock.” Her face was flushed and streaked with black mascara, her chin and breasts where covered in her own saliva and her lipstick was smeared over her lips. She wiped away some of the saliva from her chin with the back of her hand and smeared the crimson makeup across her cheek.
She took a moment to catch her breath before standing triumphantly. “Now then… who goes next?”
None of the occupants of the room spoke up. “Fine then,” Pinkie muttered before she went back to her makeup collection. She pulled a stick of bright orange from the kit and turned back to the room. “Lucky lady orange will be…” She tossed the lipstick to the girl of her choice, who managed to catch it after a few fumbles. Pinkie grinned devilishly at her choice. “Rarity.”
Rarity was dumbstruck. Everypony was looking at her expectantly and she was holding this repugnant shade of orange lipstick in front of herself like some kind of idiot. She opened her mouth to voice her objections, but couldn’t quite find the words. “Wh-wh-why… me?”
“Because I hear you’re really good in bed, duh.” Pinkie rolled her eyes, as if it was the most obvious answer to the silliest question she’d ever heard. “And we gotta teach Flutters how pros do it, so obviously you’re next.”
“But… why… orange?”
“Because orange comes after red. Roy G. Biv, duh-doy.”
“But… orange is… my skin tone won’t… oh can’t I please be blue or indigo? They look so much better on me!”
“You’re more concerned with the color lipstick than performing oral sex in front of all of your friends?” Twilight asked from the corner.
“Well I’ve already committed to helping my best friend, Twilight. I won’t back out now. Besides, it’s not as if I’m the only one who is taking part. But orange is just such… an awful color! No offense, Applejack.”
Applejack’s orange cheeks flushed a shade of red, half in embarrassment and half in annoyance. “None taken.”
Pinkie pressed her naked body against Rarity’s, putting their faces a few mere inches apart. Pinkie put her best pouting face on to plead with Rarity. “Pleeeeeeease Rarity? Do it for Fluttershy? Pleeeeeeeeeeeeease?”
Rarity knew she couldn’t live with the guilt trip that Pinkie would be giving her until the end of time if she refused. She sighed and broke away from Pinkie. “Fine. For Fluttershy.” She turned to the mirror on Pinkie’s dresser and carefully applied the lipstick. When she was done, she fought the urge to recoil at her appearance. It was so… orange.
She placed the lipstick on the dresser and turned to Fluttershy, putting on her best ‘professor’ face. “Now then darling, let me show you the correct way to please a man.”
“What do you mean correct way? Big Mac came a bucketload,” objected Pinkie from the bed. She had retired there to regain her strength from the furious face-fucking she had just received.
“Yes, but just because you can act like a brute doesn’t mean you should . Sometimes you need a scalpel instead of a chainsaw.”
“Am I the chainsaw in this scenario?”
“Of course.”
“I like it! ‘Pinkamena Diane Pie,’” Pinkie imagined the words appearing on a light-up marquee. “’Sexual Chainsaw.’ It’s got a nice ring to it.”
“Anyways…” Rarity was trying her best to ignore Pinkie’s inane comments. “rather than forcing the entire thing down your throat like you’re in some sausage eating contest, you should focus on your technique. What’s your technique when performing oral sex, darling?”
“Um well… I…” Fluttershy tried to make herself as small as possible, hoping to avoid the question. But she knew she couldn’t back out now, not after all of her friends agreed to help. She took a deep breath and gathered all of her courage. “I put it in my mouth and… I move my head up and down…”
“That’s all? Oh nonononono! You must try something more! Use your tongue, at the very least!”
“My… my tongue?”
“Yes dear, you need to use more than just the motions of your head to stimulate him. While you have his ahem , member, in your mouth, try swirling your tongue around it. Or lick it before you even put it in your mouth. It’s really quite simple.”
Applejack let out a chuckle. “Ya know Rarity, I never expected you to be such a pro at blowing guys.”
“As you know Applejack, I always strive for perfection. And just because I am a lady, that doesn’t mean that I’m not allowed to have sexual relations from time to time.” She turned to Big Mac. “Now then Macintosh, are you ready to- oh my.” Macintosh was sitting on the edge of the bed, his fully erect penis poking his stomach. Rarity blushed furiously at the sight. “I see you don’t just have size but stamina as well.”
Pinkie took the opportunity to spring from her position on the bed, hop behind Rarity, unzip her simple blue dress, and pull it to the floor all in one quick motion. It took a moment for Rarity to realize that she was nude, save for her white thong. She covered herself and crouched down as the realization hit her. “EEEEEEK! PINKIE! What are you DOING?”
“Getting you naked, duh.”
“I can see that, but WHY?”
“Well I got naked. And Mac’s naked. Now it’s your turn. Don’t wanna get jizz on your dress, do you?”
“I see your point.” She picked the dress up from the floor, carefully folded it and placed it on an empty chair. She stripped her thong off as well, placing it on top of her folded dress. Rarity was rather skinny, but had an elegant hourglass figure. Her breasts where a somewhat perky C-cup, and her wide hips accentuated her round butt, and she had a neatly trimmed, triangular patch of purple pubic hair above her vagina. Even nude, she was the definition of elegance.
“Now then, Macintosh. Shall we begin?” Macintosh nodded his consent as Rarity kneeled in front of him, grasping his erect penis in her hands. She brought it close to her face, but rather than swallowing it all at once like Pinkie had before, gently prodded the underside with the very tip of her tongue. She ran it up the length of the shaft before bringing it down towards his testicles. Although there was barely any connection, Big Mac gasped as it first made contact, and would sometimes make a jolt as Rarity moved her tongue along the length.
“You see dear,” Rarity said, taking a break from her task at hand, “you don’t need to go in like some sort of brute. Sometimes you need to tease a man first. Only go in for the kill once he’s putty in your hands.”
She continued licking the shaft of Mac’s penis, slowly using more and more of her tongue’s surface until she wrapped her mouth around the head. Rather than moving further down, she swirled her tongue around the glans, eliciting moans from Mac in the process. After her tongue made a few circles, she slowly pushed downwards, taking it into her mouth bit by bit. Mac’s head rolled back as he moaned and put his hand on the back of Rarity’s head. She slapped it away angrily, and stopped what she was doing. “Darling I know how good this feels, but I am a lady. And as such you are not allowed to mess up my hair. Hands off. ”
She gave a slight harrumph before she took the rest of his penis in her mouth once more. She couldn’t go as far as Pinkie had done, but she managed eight inches or so. Whatever she couldn’t fit was still receiving attention, of course. Her long tongue snaked out of her mouth to tease the underside of Mac’s penis. It even managed to reach down to his testicles, much to Mac’s surprise. Rarity’s surprisingly long tongue always helped her in bed, but it was something she considered odd, and unbecoming of a lady, so very few people knew about this certain talent of hers.
She could tell Mac was close to an orgasm; she could feel him shuddering and hear his short gasps as she worked. She redoubled her efforts, and went in for the kill. She finally started to move her head, working her mouth up and down the length of his large erection, her tongue always moving, teasing the parts of his penis that weren’t inside of her.
“Rarity… I’m gonna,” Big Mac grunted. The last words caught in his throat as her came. Rarity held her mouth tightly around the base of his penis, letting his semen travel quickly down her throat. His second orgasm was no less powerful than his first, and he shot several thick loads of semen into Rarity’s mouth before it tapered off. Rarity kept her mouth wrapped tightly around is member as she slid off, careful not to let the semen spill. As she reached the end, her tongue shot out once more to collect the remaining semen at the tip of his penis. Macintosh’s member was left completely bare of any remaining cum, and only two colorful rings around the base of his penis left any indication as to what had happened.
Rarity covered her mouth with a dainty hand, and swallowed. “Well then. Did you see what I did, Fluttershy? It’s really a simple matter.”
“Only for somepony with a snake’s tongue.” Applejack seemed unimpressed by the showing. “Most people can’t do that, ya know.”
Rarity crossed her arms angrily. “There’s no need for name calling, Applejack. If you think you know better than I, just say so. Tell us how you do it.”
“I’ll do ya one better, missy. I’ll show ya!”
It started when Applejack was about eight. She and Macintosh had been playing all day, and she suggested they play “doctor.” It was a fairly normal request for a girl her age, she was merely curious about boy’s bodies. AJ was impressed with what she saw; even as a preteen, Macintosh was well-built. She thought the floppy thing between his legs was pretty funny. The way it wiggled in her hands, flopped around as she poked at it. Then it was Macintosh’s turn to be the doctor.
“What seems to be the problem, Miss Applejack?”
“My tummy hurts doctor.”
“Well, take your shirt off, let me take a look at it.”
She pulled her t-shirt off and discarded it in a corner. Macintosh was unimpressed with the sight; AJ’s breasts had obviously not started to grow at this point, and she looked the same as a boy without her shirt on. He played along all the same, pretending to run a stethoscope over her stomach to listen for anything strange. He moved his hand higher up her chest, brushing past her small nipples. He noticed that the contact had made them perk up somewhat.
He then asked her to take off her pants, to better examine her stomach problems obviously, and had been more than a little confused at what he saw. Or rather, didn’t see. There was nothing there! Just a little fold between her legs! He touched the fold out of curiosity, and his sister gave a sudden squeak. She turned bright red, gathered up her clothes, and ran off without a word. Mac just inwardly shrugged, and went off to play in town.
A week later, AJ came to find Mac in his room at night. He put down the comic he had been reading to see his sister bashfully pulling up her skirt, showing off her panties. There was a wet patch in the front. “I… I feel funny, doctor.” That’s how it began.
Over the next few years, the siblings moved past playing doctor. They began to touch each other, knowing it was wrong but liking it too much to stop. They would hide in the hay loft of the barn, the southern apple fields where nopony came, even their rooms if they were home alone. Mac would mostly finger his sister and kiss her small nipples, but soon AJ was playing with Mac as well. She handled his penis inexpertly, pulling on it too hard or letting it slip through her fingers, but to the young boy, it was the best thing he had ever felt.
One day when she was eleven, Applejack stumbled across a pornographic magazine while walking home from school. She was walking behind a man she didn’t recognize when he stumbled over a rock in the path. He dropped something from his bag, but didn’t notice as he continued on. AJ rushed to the dropped object to give it back to him, but she stopped when she saw the cover. It featured a nude woman, with a man’s penis in her mouth. She quickly glanced around to make sure nopony saw her, and stuffed it in her backpack.
She didn’t even bother heading home before perusing her new treasure, and instead made a beeline for her treehouse, hurrying up the weathered planks that served as stairs and slamming the door shut behind her. She poked her head out of the windows and glanced around for signs of life, but nopony seemed to be tending the fields at the moment. She closed the shutters and pulled the magazine from her bag. Her heart leapt into her throat as she turned to the first page. It featured a rather large-breasted adult holding a penis in either hand.
Page after page featured previously unseen wonders for young Applejack. Some pages frightened her, like the one where the woman had a man’s penis inside of her… butt. The pages that fascinated her were the ones that featured oral sex. Girls sucking on penises, boys licking girls down there , she couldn’t stop thinking about it. It made her feel that tingling feeling in her panties. She unbuttoned her jeans and slipped her fingers under the waistband of her panties, burying her fingers in the moist tightness within. She stayed like that for hours until Macintosh came looking for her. She showed him the magazine, and told him to take his pants off.
“So we messed around with each other for a few years. He would finger me or lick me and I would suck him off. But we stopped when I turned 16 and got my first boyfriend.” Applejack finished her story with a shrug, as if to say ‘it’s no big deal.’
The girls were taken completely aback. Nopony knew how to react. Applejack had just admitted to years of incest, and she didn’t even seem embarrassed!
“Oh. Em. GEE!” Pinkie was sitting at attention on her bed, eyes wide and smiling mouth agape. “You banged your BROTHER, AJ?”
“What? No! Of course not! We only went to oral!”
Pinkie’s face fell and she flopped backwards onto the mattress. “That’s lame.”
“B-b-but… you…” Dash was trying to form a cohesive thought while she looked up at her girlfriend in complete shock.
“Don’t worry, sugarcube.” Applejack leaned down and gripped Dash’s chin in her hand. “I only have eyes for you now.” She gave her a small kiss on the lips.
“That’s… so gross,” Trixie muttered to Twilight. “I mean, that’s gross, right?”
“I uh…” Twilight didn’t know how to respond. On one hand, the thought of doing those sorts of things with her own older brother was… unthinkable. But on the other hand, Applejack had confessed it so easily Twilight was almost embarrassed to react negatively.
A wet sucking sound suddenly filled the room, and everypony glanced around to find the source. It was coming from the bed. Specifically, from Pinkie Pie. More specifically, from her hand between her legs. She opened her eyes to find everypony staring at her in amazement. “What? That story was hot and I didn’t get to cum yet.”
Everypony made a silent agreement to ignore the pink girl for a while.
“Can somepony pass me the taser?”
Nopony moved to comply.
“You guys suck!” The sound started up again, more loudly and quickly this time.
“Anyhow, I reckon I know a thing or two about suckin’ Big Mac’s dick,” AJ began, “so I figure I can show y’all a thing or two.”
“Are you… are you sure, darling?” Rarity had a look of uneasy concern on her face. “I mean, you said you stopped doing that when you started dating… and you and Rainbow Dash…”
“Shucks, it’s nothing if it helps Fluttershy. And Dash doesn’t mind none. Right sweetie?”
“I uh… um…” Dash was still sitting dumbstruck.
“That’s what I thought.” And with that, AJ unclipped the straps of her overalls and dropped them to the floor. She peeled off her tight t-shirt, and kicked her discarded garments into the corner. “Now Fluttershy, Pinkie was mostly right. You don’t have to be so gentle when handlin’ a cock, but she’s goin’ about it all wrong.” She unclipped her bra and tossed it at Dash, followed by her panties. She pushed her breasts together with her hands, pointing them in Fluttershy’s direction.
“Ya gotta use all of your assets, ‘Shy. If ya got ‘em, use em. And girl…” AJ sent a meaningful look towards Fluttershy’s generous bust. “You certainly got ‘em.”
FLuttershy’s face turned a brilliant crimson as she covered her chest with her forearms. Applejack chuckled as she crossed the room and pulled Fluttershy’s arms away from her chest. “Seriously sugarcube, you’ve got the best rack I’ve ever seen.”
Applejack gave Fluttershy’s generous breasts a squeeze, eliciting a squeal from the girl. Fluttershy broke away from AJ’s groping hands and sought refuge behind Rarity. AJ chuckled and gave her own freckled breasts a squeeze. “I’m talking about a titjob. Ever heard of it?”
Fluttershy shook her head as she peeked over Rarity’s slim shoulder.
“Well. My boobs ain’t exactly as big as yours, but they’ll do the job. Ya ready, bro?”
“Eeyup.”
“Alright then.” AJ kneeled in front of her brother’s erection and brought her breasts close. “Watch and learn how the Apple family does it, y’all.”
She pushed Mac’s erection between her breasts, leaving at least an inch poking through her cleavage. She opened her mouth wide, but before she could make contact a pink hand shot out towards her mouth and applied a generous amount of yellow lipstick to her lips. Taken aback by the sudden action, AJ simply blinked a few times before she realized what happened. She looked up to see Pinkie Pie still holding the tube of lipstick.
“What? It’s a rainbow party. What’s the point if you don’t use lipstick?”
AJ absentmindedly licked her lips, not being accustomed to wearing makeup as she was. “I guess I see your point… Anyhow, back to business.” She brought her newly-painted lips over the head of Mac’s penis and pushed as far down as she could go. She pulled her mouth off of his penis, making a slight pop noise as she did. She left his penis stunningly moist, which she added to by drooling her spit down her breasts, letting it pool up at the base of Mac’s penis.
“See ‘Shy, the problem with a titjob is that it can be really dry. So what you do is use your spit to make it aaaaaaall nice and wet.”
Fluttershy gasped at the impropriety of spitting on her boyfriend, but kept her eyes on the display. AJ used the newly applied saliva to coat her cleavage and her brother’s shaft until they were both slick, and then went back to work. She squeezed her breasts tightly around the shaft of his penis and brought them up to the base of the head before bringing them back down. She repeated this motion several times, picking up more speed on each thrust.
Big Mac leaned back on the bed, moaning. His head lay across Pinkie’s lap, but the girl barely noticed as she drove her fingers into and out of her soaking wet nethers. Her free hand found its way to Mac’s head, and she ran her fingers through his hair. AJ wrapped her lips around her brother’s cock, forcing it as deeply as she could in her mouth while grinding her breasts into his shaft. Her breasts made a slippery wet sound as they moved, while AJ made a slurping noise on Mac’s penis.
Mac began to buck his hips slightly as AJ sucked harder on his cock, and her tried to force more and more of his sex into his sister’s mouth. Pinkie grabbed a handful of his dirty blond hair and began to pull roughly, her own hips bucking as she forced a fourth finger into her pussy. AJ could tell her brother was close to his limit, and she stopped the motion of her breasts to focus on taking as much of his length as she could into her throat. Mac’s hands shot to his sister’s head, grasping the base of her ponytail and holding it tight as his semen erupted into her throat. His hips bucked a few more times, forcing his length into her throat.
Applejack gagged slightly as she swallowed her brother’s semen, letting it flow straight into her stomach. She coughed as she pulled her mouth off of his cock, but managed to keep the last of his semen in her mouth.
“Let’s… let’s see… that cum…” Pinkie gasped her words as she pounded her fingers into her pussy as hard as she could, making a wet slapping sound ring throughout the room.
Applejack’s orange face turned a bright red as she opened her mouth, showing Pinkie the thick semen pooled in her mouth. Pinkie tried to form words, but all that came out was a formless scream. Her back arched, full rear raised high off the bed as her voice raised to a shrill shriek, her hand coming to a standstill deep within her pussy.
Applejack swallowed the thick load of semen, the nostalgic flavor sending a shiver down her spine as Pinkie flopped onto the bed, pulling her fingers from her pussy. Both girls gasped for air, giving each other a knowing look. Pinkie broke into a fit of giggles and wiped the sweat from her brow. “Holy fuck AJ… that was awesome .”
AJ just smiled and looked at her handiwork. Her brother was on his back, gasping for air with three colored rings coating his semi-erect cock.
“That was gross.”
AJ turned to face the speaker. It turned out to be none other than Trixie, who averted her gaze in embarrassment. AJ frowned and advanced on the blue girl.
“Ya know, I didn’t ask for your opinion.” She loomed over the unicorn, hands on her hips in indignation. “I did it to help my friend .”
“It’s just… incest…” Trixie was still trying to avoid AJ’s eyes.
“Fine then.” AJ turned with a huff, crossing the room to Pinkie’s makeup chest. She fished around until she found the most verdant shade of green Pinkie owned. She tossed it to Trixie, who barely caught it after a few fumbles. “Your turn, damn it.”
“I’m not going to give somepony a blowjob just because you tell me to!” Trixie dropped the lipstick, and crossed her arms in indignation.
Twilight rose from her chair and placed her hands gently on her girlfriend’s shoulders. “Trixie…”
“Don’t tell me you want me to do this! Twilight… what about…” Her face flushed a deep shade of red as she mumbled her next words. “us… what about us Twiley?”
Twilight smiled, her own cheeks flushing slightly at the mention of the romantic ‘us.’ “Trixie… as happy as I am to hear about your concern for ‘us,’ I actually want you to do this.”
“W-why?”
“Because if there’s going to be an ‘us,’ then we need to share every part of our lives together. I’ve helped you with your magic show, I’ve helped you make friends… I’ve opened my heart to you. But my friends are such a big part of my life. I share in their struggles and happiness. I want you to be part of that as well.”
Trixie fidgeted under the intense gaze of Twilight’s purple eyes. “But… I don’t…”
Twilight sighed softly and leaned in closer. “Trixie… if you do this for me… I’ll do… that.”
Trixie’s violet eyes shot open wide. She gaped at Twilight, trying to form a coherent thought for a moment. “You mean you’ll… with me and… with the… the…?”
“With the costume.”
“I’m in.” Trixie pulled away from Twilight and began to unbutton her shirt.
Applejack blinked back her surprise. “Just like that?”
“Yup.” Trixie tossed her shirt to Twilight and pulled her dark magenta skirt to her ankles.
“Seriously? You’re gonna-“
“Suck Big Mac off, yup.” She pulled her black bra off, followed by her panties. Trixie’s body was much the same as Twilight’s, save for the height of two inches in her favor. She was rather slim without much musculature, with b-cup sized breasts. The only real difference between her and Twilight was Trixie’s patch of silver pubic hair, as opposed to Twilight’s smooth genitals.
Pinkie rolled off the bed, plopping down loudly on the hardwood floor. She rolled side over side, like a log, to Twilight’s feet where she sprang up once more. She pulled an arm around the purple unicorn’s shoulders and whispered conspiratorially. “Twilight… what’s… that?”
Twilight giggled, cupped a hand around Pinkies ear and whispered into it. Pinkie’s cheeks flushed a deep red before she smiled devilishly. “Damn Twi… that’s… wow. Didn’t know you could be so… me.”
“I have my moments.”
“Let me know if you wanna go through my Bang Box for your… special night.” She gave Twilight a quick peck on the cheek before scurrying back onto the bed.
Trixie walked over to the bed and roughly shoved Big Mac onto his back. After three orgasms in a row, he wasn’t quite hard yet. Trixie grabbed his semi-erect penis and gave it a few cursory jerks. “Come on big boy, I wanna get this over with quickly.”
“Um… I can’t exactly… do it on command.” Big Mac seemed somewhat embarrassed at the near-stranger tugging on his manhood, and mumbled his words.
Trixie rolled her eyes. “Fine. I guess I’ll hurry this along.” Her horn flashed pale magenta light, and Macintosh suppressed a gasp. His penis was suddenly fully erect. The blood pounded into his member, driving it to a hardness he had never even experienced before. In short, he felt like he could cut goddamned diamonds with his cock.
And evil grin spread across Trixie’s face as she looked upon her handiwork. “Like it? It’s my world-famous Deliciously Delirious Euphoric Erection Spell (patent pending). It’s the male version of the spell I use on Twilight. Judging by how much you’re twitching I’m guessing that you’re enjoying it almost as much as she does.”
She levitated the tube of lipstick into her hand and popped the cap. Her lips formed a sultry pout as she applied the vivid shade of green to her pale blue lips, making a smacking noise as she finished. She tossed the lipstick to Pinkie, who easily caught it and put it back in its proper place in the makeup kit.
“Now watch, and prepare to be amazed! The Great and Sextastic Trixie will show you fools how a real unicorn pleases a man!” She put her hands to her hips, clearly thinking that her words had engendered a level of awe in the girls.
Instead, the girls merely stared blankly at the blue unicorn.
Trixie sighed, but kept her triumphant post intact. “Fantastic at sex.”
“Oooooooh…”
She sighed once more before engulfing Macintosh’s penis in her mouth. She slurped her way down his vein-streaked shaft, her horn still aglow, sending waves of magic straight into the pleasure centers of Mac’s brain. She moved her lips along the length of the shaft, twisting and turning her head as she did so in order to tease every inch that she could fit in her mouth. All in all, she managed to reach just above the yellow ring left by Applejack a few minutes ago.
Macintosh’s hips twitched violently at the attentions of Trixie’s mouth and magical tricks. Noticing the effect she was having on him, Trixie decided to push the envelope even further. She cupped Macintosh’s testicles in her hand, rolling the heavy orbs in the palm of her hand, and gave them a slight squeeze. Macintosh gasped, and made a feeble attempt to pull away.
Trixie removed the member from her mouth, a smile forming on her green lips. “Now you see Fluttershy, your first instinct may be to treat your boyfriend’s cock as it was made of glass, but the secret that boys never tell you is that they like it when you’re rough on them.” She squeezed slightly harder on Mac’s testes, eliciting another gasp from the man. “It hurts, but he likes it. Isn’t that right, Big Mac?”
Her horn flared up once again, this time focusing her magic on Macintosh’s nipples. The magic aura encased his nipples, roughly pulling on them as Trixie teased his testes. She engulfed his penis once more into her mouth as she gave his nipples a twist with her magic. Big Mac was biting his bottom lip to keep his moans under control. He wasn’t about to let some loudmouth unicorn make him beg for mercy!
Trixie gave his testicles a powerful squeeze, and Mac lost all control. As the moan erupted from his lips, his hands wrapped around the back of Trixie’s head, and his orgasm forced his moan into an animalistic scream. Macintosh held Trixie’s head tightly as she shot burst after burst of semen into her mouth. Trixie gagged on the musky scent, tears cascaded down her cheeks as she tried breathing through her nose.
She managed to push away from Mac’s solid grip, and stumbled a few steps away. She still couldn’t breathe, and she had a stranger’s semen filling her mouth. She tried to swallow, but it was far too thick for her. She made a few pathetic wimpering noises, trying to indicate to somepony that she needed a cup or something to spit into. Pinkie sprang to her feet, flew off the bed, and wrapped her lips around Trixie’s, forcing the girl’s mouth open with her tongue. She let Mac’s semen flow into her mouth, and hungrily swallowed it in one gulp.
Trixie gasped for air as Pinkie released her, and sank to her knees. Twilight crouched down and patted her girlfriend’s back. “It was… worth it… babe…” Trixie managed to gasp out.
Twilight wrapped the blue unicorn in a tight hug and whispered something in her ear.
“Ooooooh… how cuttttte.” Pinkie was elbowing Applejack in the ribs. “I bet she’s saying something romantiiiiiiiic.”
Twilight stood with an authoritarian air about her. She locked eyes with Pinkie, the latter girl wilting somewhat under the intense gaze.
“Pinkie. My turn.”
