Wilted leaves fell to the ground as a gentle thumping of hooves coaxed them out of their trees. White-Tail Wood hosted a plethora of colors that autumn season, and the recent Running of the Leaves left them strewn across the trails. Two sets of hoof beats rumbled throughout the woods, spreading around any leaves that hadn't fallen hours ago.
Applejack and Rainbow Dash slowed down from their sprint to a gentle trot as they neared the starting marker for the race. They both looked back to make sure another run wouldn't be necessary, then turned back around to catch their breath at the satisfying sight of the mostly bare trees.
Applejack was the first to break out of her huffs and speak up. "Listen Rainbow, I'm mighty sorry about all those tricks and what-not back there. It's just..." Rainbow held a hoof up to stop her.
"I know. I'm sorry too. I just hate losing, and when it looked like you were going to..." Rainbow looked away in momentary shame at the thought of all the unsportsman-like tactics she used on her friend. She blushed in embarrassment at trying to stab her best friend in the back.
"Just water under the bridge, right?" Rainbow said with a wide grin, hoping that Applejack would leave it at that.
"Not quite. You still broke your promise about using your wings." Rainbow's smile faded. She had hoped that they could get over it, but it looked like Applejack might still be a bit cross with her, judging by the slight sternness in her voice.
"Look, I'm really sorry about that. It was the heat of the moment, and I just..." It was Applejack's turn to cut her off this time.
"I know, but a promise is a promise sugar cube, and the Apple family don't just let it slip by." Applejack stated matter-of-factly.
"Ugh," Rainbow rolled her eyes, but tried to stay compliant, "What do I have to do to make it up to you?"
Rainbow clearly had a bit of frustration in her voice, but this only made Applejack grin..
"Oh, I've got something in mind for you. Meet me at the barn in two hours, I've got a couple of errands to take care of for this." Applejack said with a mischievous grin.
Rainbow Dash gulped, Applejack had a look in her eye that promised something special. A million different, horrible things went through Rainbow's mind about what they might be, but she swallowed her nervousness and put on a brave face to seem confident.
"I can handle whatever you dish out. I'll be waiting." Rainbow boasted with a smug grin.
Applejack gave a little chuckle at Rainbow's faux-confidence then gave her a light punch in the shoulder. "Don't be late," she said with a laugh as she trotted off into the cool autumn air.
Once Applejack was out of sight, Rainbow dropped her smile. She could definitely feel herself becoming nervous at the things that Applejack might cook up. Applejack wasn't the kind of pony to take things lightly, so this couldn't be some lighthearted prank or surprise. All the odd punishments that Rainbow could think of made her feel a bit of fear at the punishment that was to come.
Rainbow took a deep breath, "How bad could it be?" she said, ignoring the unease in her gut. She flapped her wings and took off towards the farm.
_________________________________________________
Rainbow Dash paced around the barn nervously. Coming to the barn immediately and waiting for Applejack was not the best idea. Now Rainbow Dash had much more time to think about all the wicked possibilities that Applejack had in store for her. She was almost ready to break down and beg Applejack to spare her and cry that she'd never do it again; but she dissmissed the thought. She had to keep up appearances at the very least.
Besides, what's the worst she could do? Rainbow thought, but that only worsened the matter for her. It had been at least two hours, judging by the ever-decreasing light shining through the gaps in the wood. Rainbow tried to shake off her nervousness with a quick shudder, but the thoughts continued to haunt her. She gave a frustrated grunt, just wanting to get this overwith.
Just when Rainbow Dash was ready to call it quits and go find a hole to hide in, she heard the rusted creak of the barn door swinging open. She jerked around to face the door, and found Applejack closing it behind her.
A cocky grin was still plastered across Applejack’s face as she came closer to Rainbow. Rainbow Dash stretched out her neck to try to look across her friends flanks, but when she found bare fur in the place of medieval torture devices, she raised an eyebrow.
"So... What kind of measly 'payback' do you have?" Rainbow asked mockingly, but Applejack's expression didn't change; her smile only grew wider.
Once Applejack was close enough to touch, Rainbow finally took notice. Applejack had a bit wider gait than usual, and between her legs she sported a brand new fleshy extension.
Rainbow's breath caught in her throat at the sight of Applejack's new tool. She shook her head just to make sure she wasn't seeing things.
"W-what is that?" Rainbow asked nervously, her usual proud composure breaking down almost instantly.
"I believe it's called a cock, sugar cube." Applejack replied sarcastically, "And it's my 'measly' payback." She winked seductively.
Rainbow's ears fell back, this was even worse than the worst thing she could imagine. Her eyes glanced towards the door, but Applejack was going to come around for her sooner or later.
"H-how did you...?"
"A little unicorn ingenuity and zebra magic, but that's beside the point." Applejack sauntered around Rainbow, taking in every inch of her figure.
"We should get started..." Applejack said with a sly grin. Rainbow Dash let out an audible whimper. She had never seen her otherwise predictable friend act like this. She knew she was scared, and feeling Applejack's eyes trace across her didn't help her.
Applejack placed a hoof on Rainbow's flank and traced across her fur to her lower back, then ran a hoof through her tail, just taking in the feeling of her soft fur. At the touch, Rainbow let out a slight yelp, but was in too much shock to do anything about it.
Applejack was taken over by a barrage of foreign feelings. Blood rushed through her body and between her legs, making her new member swell with excitement. She scrunched up her face a bit at the odd sensation, but the surge of hormones pushed her back to the task at hoof.
Applejack moved directly behind Rainbow, getting a look at her most private areas. Rainbow Dash could feel the eyes on her folds; she flicked her tail across to try to hide herself, and looked back with apprehension at Applejack.
Applejack sighed and moved her tail away.
"Now just try to relax, it'll all be over 'fore you know it," Applejack assured.
Rainbow Dash didn't take any solace in her words. The tension was unbearable for her.
Applejack looked at her intently. Her mound glistened in the soft sunlight of the barn, betraying her initial reluctance. The sight made Applejack's new dick twitch with excitement as she found herself wanting to penetrate her old friend more by the second.
She pushed forward with her tongue. Wanting to make sure that Rainbow was wet enough to take her, she began to lap up her sweet fluids eagerly, while coaxing out more with every stroke. Rainbow gasped in surprise at the touch. She fell on her front hooves and looked back with a wince. Her back legs stood strong, frozen by the sudden pleasure, and further presenting herself to the eager workhorse.
"Applejack... p-please.... s-" Rainbow tried to voice her fear, but Applejack's tongue replaced it with a muffled moan that she tried to futilely hold in.
"Shhhh, it'll be alright. Just let me take care of you..."
Once it seemed that Rainbow was completely soaked in her own reluctant excitement, Applejack stood up on her hind legs and slid her new dick across Rainbow's slit and up against her tail, grinding it into her.
Rainbow gasped when she felt the warm presence of Applejack's rod up against the entirety of her hindquarters. Her breath quickened and her heart jumped at the prospect of what Applejack was about to push into her.
"Applejack, please! Can't we do something else instead?!" Rainbow sputtered out in panic. She bit her lip and looked back with one eye to try to see the display. She could see the cock poking out beside her tail, it made her excited, and afraid all at the same time. She wanted her first time to be special, but now she was only scared out of her mind.
"Ah told you, no wings. Somepony has to teach you not to cheat." Applejack said sternly.
She pulled back her hips and positioned the head of her cock to where it graced Rainbow’s entrance lightly. Rainbow let out another yelp and looked back again.
“Wait! Just... Just go slowly... please,” Rainbow let out, defeated. She knew she wasn’t getting out of this now. Her legs betrayed her by keeping her in place and her pussy dripped with anticipation.
“This is your first time, ain’t it?”
Rainbow turned her head back and let out another whimper. She didn’t want to let Applejack in on that little detail, but it was too late now. She closed her eyes and waited nervously to lose her virginity.
“Ah’ll make this special then...”
Applejack gently pushed her hips forward, entering Rainbow slowly and making her head jerk upright at the feeling. Rainbow gasped and winced for a split second before letting out a low moan. Applejack barely heard her. At almost a whisper she started to show her enjoyment as she could feel every inch, every vein and bump slide against her walls. The feeling was almost too much. Rainbow could barely even catch her breath as Applejack seemed to fill her to the brim.
Rainbow’s panic quickly dissipated and turned into pleasure. The pain of having to stretch her folds to accommodate for Applejack’s full length was vastly overpowered by the pleasure surging through her now.
Applejack smiled when she felt the tip of her cock bottom out in Rainbow. Even though she could see a little trickle of blood down her leg, the moistness around her filled pussy showed her that she was more than willing now.
Applejack pulled herself out a bit before trying to push her way back in. Rainbow’s folds clamped down on her dick. The tight resistance combined with Rainbow's slick excitement covering both of their crotches caused Applejack to let out a quick moan.
Not used to the feeling, Applejack settled into Rainbow’s shoulders. Applejack kept herself inside Rainbow, giving a content sigh at the feeling of her warm insides around her new cock. Applejack leaned up to Rainbow’s ear.
“How you doing, sugar cube?”
Rainbow didn’t know how to answer that question. She could feel the blush on her face and Applejack deep inside of her. After the initial pain of Applejack stretching her out to accommodate her size, Rainbow thought she actually enjoyed the feeling. She moved her hips around to swirl Applejack back and forth inside of her. The pleasure of her rubbing up against Rainbow’s walls made her let out a soft coo of ecstasy. She almost pushed herself back when she realized she hadn’t answered Applejack.
“G-great! I-is this all you got?”
Applejack leaned back up and braced her hooves against Rainbow’s flanks. “Heh, not a chance, partner. You ready for more?”
Rainbow gulped. She wanted to take it slow, but that would’ve made her look like a wimp. “I was born ready. G-give it your best shot.” Rainbow grimaced as the words came out of her mouth. Applejack was a strong pony; Rainbow really wanted her to just be gentle, but her pride proved to punish her yet again.
“If you say so.”
Rainbow felt Applejack pull her hips back, and she almost wanted to take back what she’d said. Applejack didn’t give her a chance however, as she slammed her length back into Rainbow Dash repeatedly. Rainbow felt her forelegs growing weary at the assault, and her eyes rolled back into her head.
Applejack thrusted harder into Rainbow every time. Rainbow’s increased wetness and Applejack’s force made a series of wet smacks emanate around the barn. Rainbow couldn’t contain herself at the feeling—it wasn’t anything like she’d ever felt before. She’d touched herself before, but it was nothing like this. Rainbow’s front hooves felt like jelly and she slumped down to the hay, a moan of ecstasy escaping her lips. Her tongue lolled out of her mouth and she took in short, shallow breaths as Applejack rutted her.
Applejack paused for a moment and looked down to her friend with a worried expression. “Are you alr—”
“Don’t stop!” Rainbow blurted out without thinking. Her blush darkened as she realized what just came out of her mouth. She turned her head over to look at Applejack with a sheepish smile. “I-I mean I’m fine! You’re not gonna break this mare so easily.”
Applejack wordlessly started pumping into Rainbow Dash again, putting her back into that hazed, blissful state. Rainbow Dash didn’t know why she was so stressed about this earlier, this was amazing for her. She pushed her hips back into Applejack to let her get as deep as possible with each thrust. She could feel every little vein on Applejack’s new tool, and she loved it. Rainbow let out satisfied coos and moans with each thrust, not caring who heard through the open barn door.
Now that Applejack had given her ample time to get used to it being inside of her, Rainbow Dash silently wished she would be more rough with her. She opened her mouth to try encourage her, but all she could do was bite her lip and give a long hum of pleasure.
Applejack was enjoying herself as well. Sweat formed on her brow from pumping into Rainbow. The feeling of her being deep inside her friend was completely foreign to the mare, and it entirely engaged her thoughts. She let out a few pleasured grunts of her own. The feeling of Rainbow’s soft fur against her hooves and the wet smack every time their hips met made Applejack's magical cock twitch inside Rainbow. She felt like it might burst at any moment, and she continued pumping into Rainbow pushing herself further towards the edge.
Rainbow arched her back and grinded her hips into Applejack’s dick. She turned her head again and looked Applejack in the eye. “H-harder,” she whispered, wanting more.
Applejack wordlessly obliged her by tightening her grip on her flanks, and really slamming herself hard into Rainbow. Rainbow Dash’s eyes flew open and her wings started flapping at her sides at the heightened pleasure. Rainbow no longer cared how loud she was, and let out cries of ecstasy with every thrust from Applejack.
Rainbow felt a pressure growing inside her with every thrust. It made her feel restless and made her yearn for more. She bit her lip until she thought it would bleed and shut her eyes tightly. The pleasure was too much to handle for her first time. With a particularly hard thrust, Rainbow Dash let out a cry of euphoria and her entire lower body convulsed from the feeling. Rainbow instinctively pulled away from Applejack’s cock, afraid she might just pass out if she’d kept rutting her like she had.
Rainbow fell to her belly in the hay, riding the final waves of her orgasm with a series of soft, satisfied sighs. She closed her eyes and enjoyed her afterglow. Even the prickly hay felt comfortable with the waves of pleasure still flowing through her body.
Applejack laughing snapped Rainbow out of her trance. “Looks like y’all sure enjoyed yourself.”
Rainbow’s eye twitched when she realized what Applejack just did: she made her cum; she’d beaten her. Rainbow wasn’t about to take that lying down.
Rainbow lethargically rose to her feet, not fully wanting to get up, but her competitive drive pushing her onwards. She swung around to face Applejack, her cocky grin returning.
“What, you think you beat me?” Rainbow said playfully.
Applejack raised an eyebrow. “Naw, I got what I wanted. I’d say we’re about even. Now I can go back to Twilight and get this thing—”
Rainbow walked up to Applejack and put a hoof on her shoulder to stop her. “Oh no you don’t. I’m not just going to let you walk out of here thinking you won.”
Rainbow Dash shoved Applejack onto her back, eliciting a quick “woah!” from the surprised mare. With her signature cocky grin, Rainbow situated herself between Applejack’s legs. She grabbed the magic cock between her hooves and poised her mouth over it.
“Rainbow, what are you—o~oh.” Applejack let her head fall back into the hay when Rainbow put her mouth over her cock.
Applejack let out a few soft moans of her own as Rainbow bobbed her head over her new cock. Even though Rainbow was inexperienced, she was earnest. The speed at which she took the length into her mouth was enough to bring Applejack closer to her own orgasm.
Rainbow could taste herself on Applejack’s member, but didn’t mind. She focused on bringing Applejack to the same feeling she’d just gone through. She used her hooves to stroke the bottom of the shaft, and took the rest of the length into her mouth with each bob of her head. She tested her limits a few times, her soft, rainbow mane tickling Applejack’s stomach. Each deeper thrust was accompanied by a small gag, and a groan of pleasure from Applejack.
Applejack felt the something welling up inside of her. Another few thrusts and she’d explode. She looked down to Rainbow, but the sight of her friend halfway down her length only encouraged the feeling.
“R-Rainbow, I’m gonna—”
Rainbow Dash pulled Applejack’s cock out of her mouth and looked down at her questioningly. When she did, she unintentionally rubbed the tip across the fur of her face, sending Applejack right over the edge. She threw her head back and thrusted her hips up, rubbing her cock along Rainbow’s face and leaving a few strands of thick semen across it. Rainbow jerked initially, but resigned to let Applejack’s seed rain down onto her face.
When she was done, Applejack let out a content sigh and slumped down into the hay. Most of her load had landed around Rainbow’s face and her own belly, leaving the two covered in her essence.
“Wow, AJ. I didn’t know you had it in you,” Rainbow said, still lightly stroking the base with her hooves.
“That was amazing...” Applejack let out.
Rainbow adopted a proud grin. “Yeah, I have that effect on ponies.”
Applejack rolled her eyes, but laid back into the hay anyway, content to just let Rainbow stroke her.
“I know this was supposed to be a punishment and all, but is there any chance that... you know... we could do it again?” Rainbow asked sheepishly. She enjoyed Applejack rutting her too much not to want it again.
“I definitely wouldn’t mind that.”
The two of them laid there for a few moments, content. Rainbow licked some of the seed off of her face, then reeled back at the taste. She was about to say something to Applejack when she heard the barn door creak open yet again.
Both mares snapped over to see Big Mac taking a step into the barn, looking around curiously. Neither of them knew what to do, so they just sat there, frozen.
“I heard someone scream. Is everything al—” Big Mac locked in on the situation in front of him and stopped in place.
They all had a few seconds of staring at each other awkwardly before Big Mac slowly backed away, shutting the barn door behind him as he left.
Applejack and Rainbow traded nervous glances. “Maybe we should get cleaned up and get out of here.” Rainbow said.
“And never speak of this again?” Applejack asked, quickly hopping up and wiping her self off.
“Oh yeah—er... except if we ever want to...”
Applejack rolled her eyes and smiled at her friend. “Get out a’here, sugar cube.”
Rainbow took her smile as all the answer she needed.
