Author's Note

Warning. This chapter contains: Futa

Chapter 6[The Sleepover]

Carrot drummed his fingers against the countertop, humming to himself. Thoughts of expanding his conquest swam in his mind unbidden as the bakery was once again devoid of customers, though Mr. Cake wasn’t particularly worried about that. Business was still doing well and would most likely stay that way for the foreseeable future.

The next goal was obvious: the other elements. Now that he had Pinkie under his thumb, it was only natural that he went after the other element bearers, but how to do so was what stumped him. He wasn’t stupid. He needed to be cautious around them. He had only managed to get Pinkie under his control because Pinkie worked for him and he saw her all the time.

The other elements on the other hand, wouldn’t be as easy. Having been exposed to dark magics before, Pinkie’s magically attuned friend, Twilight Sparkle, the element of magic herself, would be able to sense his ill intent from a mile away. She was Princess Celestia’s student for a reason after all.

He couldn't make the mistake of underestimating her, but then, how would he get close enough to catch her unawares? He chewed on his lower lip in thought. It would be so much easier to go after the rest of the elements, but he had a feeling that the newly crowned princess would suspect something was up before long. He needed to take out the head first, and the rest would soon follow.

Sighing deeply, he pinched the bridge of his nose in frustration. He had been at this for hours now and with nothing to show for it. Distressed, he walked away from the counter and up the stairs leading to the second story of the modest little house. It didn’t really matter if there was no one tending the counter; it was a slow day and any customer that came in could ring the bell placed on the countertop for service.

He walked towards Pinkie’s room and raised a hand to knock on the door. He thought that perhaps maybe Pinkie had an idea or two for his particular predicament. They were her friends after all, and they trusted her. Hay, everyone trusted Pinkie, so maybe he could put that trust to good use.

“Come in!” a familiar bubbly voice chirped from within.

Walking through the wooden portal brought him to the realm known as Pinkie’s room. It was of course, pink. A simple bed was located in one corner of the surprisingly spacious room and a simple wooden chest sat at the foot of the bed.

As for the pink mare, she seemed to be busy packing. Clothes and other miscellaneous items were crammed impossibly into a tiny knapsack like it was nothing. Even with the infinite possibilities that his newfound dark magic had brought him, it still paled in comparison to Pinkie’s defiance to logic.

Discarding his musings, Carrot cleared his throat. “What’re you doing, Pinkie?” Carrot inquired.

“Packing.” She pulled out a tuba from her mane, before that was forcefully into the pack as well. “I got a sleepover later at Rarity’s! Twilight and AJ will be there too.”

The mention of Twilight’s name gave Carrot pause. He hummed contemplatively, a finger tapping against his chin as a bevy of ideas were rattled and tossed around in his noggin. After a couple of moments, his eyes widened. He had a plan. It was a dumb one, there was absolutely no doubt about that, but what did he have to lose? Carrot grimaced. Scratch that, he had a lot to lose. Who knew what would happen if the princess of friendship herself found out what he had done to her friend. And sister-in-law. And brother. Basically, if he was found out, he would be a dead stallion. He was powerful all right, but he was positive that even he couldn’t face the wrath of an enraged alicorn.

A moment of silence passed as the yellow stallion mulled over his thoughts.

“Pinkie?”

“Yes, Carrot?” Pinkie looked up at him inquisitively, a smile plastered on her face.

“I’m going to need you to do a favor for me…” the stallion said slowly, the beginnings of a rather sinister smirk appearing on his face.

The mare merely cocked her head in confusion.

~0~

A series of knocks resonated in rapid succession from the door Carousel Boutique. “Coming~!” came the elegant voice that could only be the owner of a certain posh unicorn.

The bluish-purple door opened to reveal Rarity, in all her marshmallow-y glory. “Good evening, Pinkie!” she greeted, her voice strong and elegant. “I am so glad that you could make it. Please, do come in,” she said as she ushered Pinkie inside.

Pinkie noted that her friend was dressed in a rather revealing manner, with a lacy black bra and matching panty that hugged her figure tightly. A garter belt was wrapped around her waist, securing a pair of thigh high socks. She raised an inquisitive brow at her friend’s rather risque choice of apparel, but decided against raising an opinion on it. Her lady boner might show.

Closing the door behind her, Rarity clapped her hands in glee as the last of her friends had arrived. Being the meticulous mare that she was, she had all the activities for the night planned out. Though it might take a little while to convince Applejack to allow her to give her a makeover… Rarity grimaced. Scratch that, it would take until the next winter wrap up to convince her farmer friend to do so, but even so, she was sure that her other friends would be more than willing to partake in the activity. If they had some time afterwards, they could even try out some new dresses that she had designed for them! This was simply going to be the best. Night. Ever!

She could hardly contain her giddiness as she bounded up the stairs like a child. It was so unlike her, but this was a very special occasion.

With a single sleeping bag in tow, Pinkie followed after Rarity up the stairs, but she couldn’t help but stare at the lovely white posterior that was right in front of her. Two glorious, fat orbs of pliable pony flesh were the center of her attention as each step up brought a little sway in the unicorn’s wide hips.

Her thighs were thick, obviously from the lack of exercise and the amount of ice cream that the mare had always purchased from the bakery but had claimed that it was for her sister. Guess Pinkie knew where they all went now. Pinkie mused whether or not if it would be as squishy as a marshmallow.

Pinkie continued following closely, each step the snow white unicorn took was mirrored by her pink counterpart as she stared at the jiggling white flesh, barely contained by a pair of very thin and lacy black panties. No doubt sewn by the seamstress herself. Maybe. Pinkie knew that her friend makes all of her clothes, but she wondered if she made her own underwear as well. If she did, then she wondered if her friend would mind designing a pair for her.

Her tail was immaculately groomed, bouncing like a basketball, which was undoubtedly the product of countless hours spent grooming and the appliance of expensive mane care products. The elegant purple tail dangled enticingly in front of Pinkie’s face, and, as Pinkie leaned in to take a whiff, smelled like vanilla.

Another step, and this time it was her right foot as her left butt cheek rolled around and what little light that filtered into the stairway gave it a small, almost imperceptible alluring sheen. The fat accumulated on the left side, causing her panties to crawl up her crevice just a slight bit further, leaving little to the imagination. Her left foot came up next and the process repeated.

Her three diamond cutie marks moved up and down in a smooth circular motion, a movement that seemed to be strangely elegant yet hypnotic. Never before had the pink mare had such a close up view of her friend’s cutie mark, but she sure hoped that it wouldn’t be the last.

As they reached the top of the stairs, Pinkie had to wipe some drool that had embarrassingly leaked out from the side of her mouth.

Rarity opened the door to her bedroom, and Pinkie followed close behind.

“Howdy Pinks!” came a familiar southern drawl. Ears perked, the pink mare turned towards the source of the voice, bringing her attention to the orange mare seated in the middle of the room, next to Twilight. The purple mare looked up from the book she was reading and gave Pinkie a warm smile and waved her over invitingly.

“It’s about time you came, Pinkie. We were getting a little worried,” the aforementioned alicorn said. Her wings fluttered excitedly as Pinkie joined them on the carpeted floor.

Pinkie placed her sleeping bag to the side. “Sorry, there was a big order at the bakery today, and I had to work double time to finish it!” Pinkie explained/fibbed to which prompted a sympathetic nod from Twilight.

As soon as Rarity took a seat, Applejack looked at her with a scrutinizing gaze, scrunching her nose slightly as her eyes studied the white unicorn’s appearance. “Ah still don’t know what’s wit the get-up Rare’s. Ya ain’t tryin’ to impress nobody,” the apple farmer said as she turned toward her ashen friend and giving her a measuring look.

Rarity huffed indignantly, dramatically placing a hand over her chest. “Why Applejack, trust me when I say that a lady would want to feel as such all the time,” Rarity replied, tilting her nose upwards in a display of faux haughtiness. “Especially in the evening.” Everyone thought she was done, before she opened her mouth again to whisper under her breath, “Not that you would understand what that would feel like.”

Fortunately for Rarity, Applejack didn’t seem to hear the comment. Applejack leveled a deadpan look at Rarity, crossing her arms over her slightly smaller bosoms and raised a single, disbelieving eyebrow. “And how exactly does wearing frilly underwear make you feel more like a lady?”

Rarity harumphed. “Trust me when I say this Applejack, but the feeling of this soft material just feels heavenly against your skin; it’s silky soft and you should try it sometime. All you have to do is ask.” Applejack, unsurprisingly, still didn’t buy into the mare’s argument. “Unlike someone who’s dressed equally as revealing but somehow manage to keep it… boring.”

To an outside observer, one could practically hear the competitive chord being struck inside Applejack’s head. “And what’s wrong with what I’m wearin’?” Applejack asked defensively. Pinkie looked her over. Applejack had the body of an athlete, but the gods above had seen it fit to bless her in certain areas. Her body was toned from the hours of physical labor, not muscly as to detract from her appearance. Fat accumulated in all the right places, evident of Applejack’s consumption of sweet things to which Pinkie could only guess that it must have been all those apple fritters.

She was wearing a red tank top that seemed to be missing all of its buttons and was tied with a simple knot across her chest, fully exposing her mid riff and plenty of her cleavage. Down below, she wore a simple pair of green panties, which hugged her hips tightly and showed off a small portion of her cutie mark.

Rarity opened her mouth, no doubt to offer a witty retort, when she was suddenly interrupted by a loud, “GIRLS!” All eyes turned towards Twilight, and she shrunk a little from the sudden attention directed towards her, but she composed herself a moment later. She had already foreseen a fight breaking out long ago, and she had decided that now would be a good time as any to put a stop to it.

Clearing her throat, the alicorn said, “Should we start with some games?” Pinkie noted that she was the most modest one of the lot, wearing a plain, purple two piece pajamas. Similarly with Pinkie, they were both completely clothed.

Rarity and Applejack blushed, and shot an apologetic look to Twilight, which Twilight accepted with a grateful smile. Relieved that the conflict had been resolved for the time being, Twilight then turned to the other mare that was in the room that had been strangely quiet the whole time. “You can choose Pinkie. What game should we play first?”

Pinkie pursed her lips and hummed in thought, sticking her tongue out the side of her mouth in a rather comical fashion. A light bulb suddenly went off. Like, a real light bulb popped into existence above Pinkie’s head as an idea formed in her brain. The bulb then fell as gravity realized it was slacking on the job and broke into a dozen tiny pieces on the floor. The rest of the occupants of the room naturally ignored the little phenomenon brought on by their pink friend.

“I know! Let’s play Truth or Dare!”

Her exclamation was met with a chorus of approval.

~0~

“Truth,” Pinkie replied with a slightly red tint on her face. She took another swig of the bottle of cider in her hand, wincing at the burning sensation the liquid brought with it as it travelled down her throat. It was well into the night, and Applejack had thought that bringing a little cider to spice things up a little would have been good idea. Twilight and Rarity had been against it initially, but they slowly gave in after much coaxing by the farmer.

Now, many bottles in, Twilight seemed to be the most inebriated, wobbling this way and that and getting dangerously close to tipping and getting intimately acquainted with Rarity’s bedroom floor. The bottle had stopped its spinning and was pointing at Pinkie, indicating that it was the pink mare’s turn.

The dares done and truths said had gotten increasingly more risque, but that could be attributed to the alcohol, though Pinkie knew it was for another reason. She allowed herself a small smile as her plan slowly came into fruition.

Jabbing a finger at Pinkie, Twilight opened her mouth to form her question, which in hindsight, was completely inappropriate and humiliating, which elicited the appropriate reactions from the other mares in the room as they gasped, wide eyed and stunned.

“Have you ever had sex with Mr. Cake?” Like the saying goes, the drunk pony’s words are the the sober one’s thoughts, and like Pinkie had figured earlier, Twilight could already tell that something fishy was going on in the bakery.

Pinkie sighed. Being locked in Pinkie’s body, for all the good that it had served him up until this point, did have its downsides. For one, he was never allowed to lie (unless it was to cover up a surprise party), especially in a truth or dare game. It was the rules after all. It was stated in the Party Book 101, which was nothing short of a bible to her. Carrot was Pinkie Pie, but the brain sitting inside the body’s skull right now was still Pinkie’s, and with it, came certain protocols that he had to follow. Sighing deeply, he replied to Twilight’s question with a simple, cringe-inducing, “Yes.”

Being inside Pinkie’s head was an interesting experience. She already knew how her ‘friends’ would react. Rarity looked like she was about to faint, Applejack merely stared, wide-eyed in slack jawed silence, while Twilight seemed to be having trouble processing this new information.

Pinkie waited patiently for a response from them. What would a mare do in a situation like this? was a question that she had frequently asked herself tonight. She casually examined her fingernails with a bored look, hoping that her feigned disinterest would not make them freak out so much.

Perhaps this would be a good time to increase the dosage. Snapping her fingers, the other ponies adopted a blank look, their eyes suddenly turned empty and glassy. It was then that Pinkie got up and sauntered towards the remaining bottles of cider, and spiked them heavily with a dose of her own aphrodisiac. Hopefully that would do the trick.

She snapped her fingers again, returning consciousness to the other ponies. Applejack was the one that spoke up first. “Landsake’s Pinkie! The stallion’s married!” the mare decried as she shot Pinkie an accusing look.

Pinkie crossed her arms, “Well his wife didn’t seem to mind.” Not surprisingly, this statement was met with more shock from the other ponies. Rarity fainted, again, and the other two were rendered speechless, until Applejack spoke up. With a small voice that was rarely heard from the usually loud farmer, she said, “What didja say?”

“You heard me. Mrs. Cake is totally cool with it. We’d even do it together sometimes!” As Pinkie said that, Applejack sputtered and flushed beet red at the implications. Her pupils shrunk to the size of pinpricks as she was once again rendered speechless.

“Wanna hear about it?” Pinkie asked in an overly excited manner, but really, she was doing everything in her power to hold back the peals of laughter that threatened to erupt from her throat at their expense. Before anyone could protest, Pinkie beat them to the punch. “So, it was like any other day at the bakery…”

The next half hour was filled with incredible detail of the sex that she and the Carrots had had prior, told from Pinkie’s perspective. As it turns out, no one could stop her when she was on a roll, and whether it was from morbid fascination or the aphrodisiacs finally kicking in, they all remained seated, squirming uncomfortably as they all listened to Pinkie’s retelling.

~0~

“And then he squirted it right in my mouth. I tried to gulp it all down, but it was too much and I had to pull it out! It wouldn’t come off my mane for days!” Pinkie concluded, smiling at her friends’ blushing faces.

On any other circumstances, the coloration on their faces would probably be a cause for worry, and they should be rushed to a doctor immediately. Rarity gasped breathlessly. “Well, dear, that was a rather… interesting tale to say the least,” she said as she fanned herself ineffectively with her hand. Strange how the practically nude unicorn seemed to be sweating the most. She shifted her weight, and an undeniable squelching sound of wet fabric could be heard, much to the embarrassment of the fashionista.

Nobody commented on it though, as they were all in a similar state. Twilight chastised herself for feeling so... aroused. This was wrong! Twilight thought. I shouldn’t be getting aroused by this… this…debauchery... Try as she might, she could still feel herself getting wet, and her breaths coming in shorter pants. What was wrong with her? Was her heat coming in a little early? Also, having sex with ponies that was old enough to be your parents? Gross!

“My turn!” Pinkie cried out, startling everyone. She spun the bottle, and Twilight dreaded her turn. She breathed a sigh of relief as it pointed to Applejack, but the amount of relief was instantly washed over and replaced with trepidation as she saw the malicious sneer on Pinkie’s muzzle.

“Dare.” Oh she was so going to regret saying that.

~0~

Applejack stared wide eye in horror as Pinkie’s dare registered in her alcohol addled brain, and if it was even possible, her cheeks took on an even darker hue. Pinkie smirked mischievously at her reaction. She could see Applejack seriously considering on calling it quits, but her little charm permeating the air that she had set up a little prior prevented her from doing just that. It was against the rules to not perform a dare.

Rarity, on the other hand, despite the events that had transpired throughout the night, was overjoyed of the ‘dare’ Pinkie had given their orange friend. After what seemed like forever for the young cowgirl, she finally spoke up, “Fine! I’ll do yer stupid dare! C’mere, Rares’!” Applejack exclaimed as she stood up in a huff.

Rarity looked shocked for a moment, looking as if she wasn’t actually expecting for her friend to go through with it, but it lasted only for a moment as a wry grin crossed her features. With a spring in her step, she led Applejack away to what seemed like an enormous walk-in closet.

Walking in, Applejack did a double take at the vast assortment of clothing of pretty much anything she could have possibly imagined, and then some. If she wasn’t as drunk as she was right now, she probably would have said something along the lines of, “Gee Rares’, ya sure got a lot of clothes that yer probably never gonna wear.”

Closing the door so that they could have a little privacy and walking past the stunned Applejack, Rarity pulled out an unassuming white box from a discreet corner of the room, passing it to the blonde-maned pony. Judging from the barely contained smirk that adorned the unicorn's face, she could probably tell what the contents were. With trembling hands, she grasped the lid, and removed it.

The site of a set of black, frilly underwear sat innocently in the box, but Applejack felt like it was taunting her. Looking back up with a small grimace, she said, “Thanks, now do ya mind?”

“Applejack, please, we’re all girls here. And besides, I need to make sure that they fit,” the unicorn said simply.

Applejack groaned in annoyance. If Rarity wanted to stay then so be it. She was simply much too tired to argue and all she wanted to do was to get this over with. She turned away from the unicorn, undoing her shirt and took off her underwear, bending low, unknowingly revealing her sopping wet marehood to the unicorn. The smell that pervaded the cramp room was intense enough to make even Rarity take notice.

Seeing Applejack’s sex in such a state only served to remind her of her own needy sex. Maybe she could get Applejack to agree to… No! she chastised herself as she caught herself staring. You’re a lady and a lady respects other ponies’ privacy! Still, she could not stop her thoughts from wandering and her eyes from roaming all over Applejack’s athletic body when she thought her friend wasn’t looking.

She bit her lip. Hard. Why was she acting like this? She liked stallions didn’t she? Why does she find the normally repulsive earth pony so attractive now? She looked at her friend again, particularly at her toned flanks and the succulent looking apples on her butt cheeks.

“I’m done, Rares’” Applejack said, snapping Rarity out of her thoughts. Rarity looked at Applejack, and her eyes widened in surprise.

~0~

If the strong, pungent aroma in the room was any indication, Twilight was getting restless. And by restless, Pinkie meant aroused. Pinkie Pie turned her attention towards the alicorn in the room, furrowing her brows in mild annoyance. It seemed like they were putting up more of a fight than she had initially thought. The amount of her special little drug that they had imbibed would have sent any other mare in a lust-filled frenzy.

She looked so flustered. Her body was matted from sweat, and a small, damp spot could be seen from where she was sitting. She looked like she was ready, and all she needed was a little… push. But, she needed to be patient. She wanted them all to be reduced to begging, losing all self control, and then, and only then, would she make her move. And once her seed was sown (so to speak), there would be no turning back. Yes, she thought sinisterly, All according to plan.

She crossed her legs a little tighter. If she could even last that long. The stirring in her loins had been getting increasingly harder to bear, and she felt like she was about to burst. Hopefully, they would break soon. If she let her guard down now, everything would have been for nought.

Besides, it was way more fun this way.

“I’m done, Rares’” came the muffled voice of Applejack. A moment later, the two ponies emerged from the closet, Applejack stomping in grumpily with Rarity trailing not too far behind.

Pinkie gawked, and Twilight’s expression was one of pure disbelief. Applejack had never looked, well, more girly than she did now. She stood awkwardly, obviously not comfortable with the apparel that she was wearing, but that did little to detract of how ravishing she looked.

Hugging her athletic form was a thin pair of black bra and panties(Rarity seemed to have a lot of those). The bra that she wore was almost transparent, leaving almost nothing to the imagination as her perky nipples was laid practically bare for all to see.

The panty that she wore was made with a similar design in mind; semi transparent and soft to the touch. If one were to squint hard enough, they could see her lower lips, quivering and leaving a small stain against the soft, cottony fabric.

When Pinkie had dared Applejack to wear the kinkiest underwear Rarity had, it was safe to say it did not disappoint.

Applejack squirmed embarrassingly from all the stares. All she wanted to do at the moment was to curl up into a ball and melt into the floor. For some reason that eludes the apple farmer, she felt even more naked wearing these than if she were actually naked… and it was turning her on. It was undeniably, inexplicably turning her on. The underwear hugged her in all the right places, the soft fabric sending her nerves atingle and making her fur stand on end. Every time she moved or fidgeted, the revealing underwear would brush against her slit, coaxing out even more of her juices and sending her heart aflutter. Even her breasts weren’t free of this torment/blissful treatment, as the fabric grazed along her sensitive nipples.How could Rarity stand wearing this stuff all the time? was the only thought that came to Applejack’s mind.

She clenched her thighs close together, feeling a small dribble of her liquids escaping the confines of her accursed undergarment, and made its treacherous way down her thigh where it made its agonizingly slow descent down her leg.

That agony was felt by another pony in the room though, as she had already reached her limit.

*Snap!*

Just like that, everyone in the room went still but one. Pinkie took off her pants, revealing her throbbing member, the head flaring angrily at denied stimulation. As for the owner of said horsecock, she was panting breathlessly, cheeks flushed from all the activities that had transpired.

Applejack, thought the lust-filled pony. She was the one to tip her over the edge, and for that, she would get the honor of being the first. With a smug smile, the pink pony advanced to her target, her dick swaying wantonly with each step that she took.

“On your knees,” she said, and Applejack did as she was told, staring back at Pinkie with empty eyes. Pinkie wasn’t exactly cheating per se… just trying to speed up the process a little, is all. With delicate fingers, she pried Applejack’s mouth open, revealing her pearly white teeth and healthy pink tongue.

It looked so hot and… moist.

She jammed her meaty cock down Applejack’s throat, bottoming out in one single thrust. Pinkie’s tongue lolled out and her eyes rolled to the back of her head as she shivered in ecstasy. She gulped down breaths of much needed air to collect herself, before she drew her hips back, and thrusted again. Applejack gagged, but she didn’t seem to care.

She grabbed a fistful of straw colored mane, dislodging the cowboy hat that was perched on top of Applejack's head, and began thrusting with wild abandon. “You see Applejack? This is what you get, you apple-picking whore.” The insult came from nowhere, but it served its purpose in egging the party pony on. Pinkie grunted through gritted teeth as she continued to hump the farmer’s mouth roughly.

She adjusted her position a little, both her hands coming up to grasp either side of the orange pony’s head. She found out, to her dismay, that having hips as wide as she did made it a little harder to face-fuck a pony, as the extra fat couldn’t help but jiggle in time with her thrusts.

She pushed on still, her dark pink balls slapping against Applejack’s chin as she bottomed out again and again. Each thrust went deep, causing Applejack to gag and squeeze around Pinkie’s member as her throat muscles worked against Pinkie’s thrusting, and Pinkie, being so close to the edge even before committing the act, could only last for so long.

She came. It wasn’t the first time, but it was the first time that she came as a mare. Well, mostly a mare. A hand instinctively went up to her chest and squeezed one of her breasts roughly, her index finger and thumb tweaking the hard nipple as she continued to thrust into Applejack’s mouth, spraying spurt after spurt of her earth pony seed down the farmer’s throat.

Applejack took it all down like a champ, dutifully swallowing the thick load and not once pulling out for air, even after the sixth spurt of Pinkie’s cream was pumped straight into her stomach.

Pinkie pulled her cock out, the member flopping out of Applejack’s mouth as the last handful of spurts landed on her face and drizzled lazily onto her boobs, staining her still new underwear. Pinkie dropped to her flank, a tired but happy grin on her face.

Brushing some of her sweaty mane from her face, she addressed the other two in the room. Panting, she said, “Clean her up.”

And so they did. With their tongues, of course. There was no other method of cleaning that was more effective than a good ol’ tongue bath, and Pinkie made sure that they used nothing but their tongues.

Rarity went for Applejack’s face, while Twilight went for her boobs. The tongue-bathing lasted for a couple of minutes, which was more than enough to get Pinkie hard and ready to go again. An involuntary moan escaped Applejack’s lips from the sensation of being lathered up by her friends’ saliva. After they were done, their lips then greeted each other in a three way kiss, sharing what they obtained as Pinkie watched with rapt attention, languidly stroking her obscene phallus.

Their tongues meshed together sensuously, moans and cries of pleasure wafted from them as they swapped jizz between each other.

After they were done, Pinkie snapped her fingers again, hoping that the taste of male would finally tip them over the edge. For awhile, nothing seemed to happen. Nobody spoke or made a move, when suddenly, Rarity laid on her back, her hands reaching desperately under her panties as she stroked her nether bits.

“Rarity!” Applejack exclaimed somewhat half heartedly at the sight of her friend masturbating. “What in tarnation are ya doin’?!”

Through ragged breaths, Rarity said, “Well if you have a -unf problem with w-what I’m *grunt* doing, then I would have to *huff* politely ask you to leave.” She continued on unheeded by her friend’s decry, her nethers now practically burning with need. Pulling off the soaked undergarments, she plunged two fingers into her, moaning loudly and unashamedly as she fingered herself roughly. She sat on her haunches and spread her legs as wide as she could, no longer caring of what anyone else would think of her, and soon, another finger joined in in her quest for release.

Applejack’s eyes shrunk to the size of pinpricks at the erotic display. She tried to reach up for her hat to pull it over her face so that she could preserve what was left of her innocence, only to find that it was not there.

Staring at her friend, she could feel her own lower lips quivering, and her body heating up like an oven. She swallowed nervously, and suddenly noticed a rather odd, but not unpleasant salty taste that was present on her tongue.

She got up and took a step towards the masturbating unicorn. What am ah doing? Applejack thought as she took another step. It was a fleeting thought, but one that registered as clear as day for Applejack.

Another step, and Rarity’s whines and whinnies of desperation grew louder. Applejack’s eyes roamed over her friend. Tears leaked out of the corners of the fashionista’s eyes, aching for an orgasm that seemed to never arrive. In her hazy state of mind, she caught Applejack’s advancing figure, and gave her a pleading look. A silent plea for her to help a friend in need.

And Applejack was that friend.

Isn’t this… wrong? Applejack thought, Wait, why was it wrong again? Applejack spared another second to mull over this question, before the rational side of her brain turned off. Fuck it.

With her mind made up, she bounded the last few steps to her friend and tackled her, bringing her lips to her friend and kissing her roughly. “Oh Applejack!” Rarity said breathlessly, before they locked lips again. Lips meshing and tongues lashing, they made out passionately, breaking apart at intervals only to let out a series of mewls and lustful whimpers.

The heat that built between the two of them was nothing short of sweltering as their pressed against one another. Applejack’s hand snaked downwards and found her mark, eliciting a sharp gasp from the squirming unicorn beneath her. She moaned loudly as Applejack began her work. “Ah only wished ah brought my rope,” Applejack rasped. Rarity could feel every breath Applejack exhaled, suffocating her and serving as her source of oxygen as well.

At the other corner of the room, Pinkie watched as Twilight trembled in her spot, and thought that now was as good as time as any to make her move. She sauntered over to her friend and sat down next to her. “Are you alright, Twilight?” Pinkie asked with a faint, knowing smile on her lips.

Twilight’s chest heaved as she turned to look at Pinkie, before her glassy eyes locked on to Pinkie’s phallus which was dangling carelessly between the pink mare’s legs. Pinkie noticed Twilight’s staring. “You want it?” she asked as she wrapped a comforting arm around her friend.

Twilight nodded before she could stop herself.

Pinkie leaned in until her face was right next to Twilight’s ear. The noises coming from the other side of the room did nothing to muffle what Pinkie whispered next. “Spread your legs for me, Twilight.”

With a soft groan, Twilight laid on her back, her rational mind taking a complete back seat in this whole act as she spread her legs, revealing her swollen, puffy pussy to her pink friend.

She was exposed. Exposed in front of one of her best friends. The realization should have come with some modicum of indignation or embarrassment, preferably both, but there was none to be found. All she wanted was the large, throbbing phallus that was CLEARLY not supposed to be on a mare inside her. Alarm bells rang loudly in her head, but it was impossible to be heard from the blood rushing in her ears.

Twilight was sweating now, little beads of her bodily fluids leaking out of her pores and trailing down her body, giving her coat a light, but somewhat alluring sheen. Her breaths came rapidly, her small cute boobs rising up and down with every intake of breath. Her eyes fluttered dazedly, staring up at her friend from her position. What was she waiting for?! Twilight’s mind screamed. She would have conveyed her thoughts into words, but she was having too much trouble breathing to begin with. All she could manage was a series of needy moans and desperate whines. Twilight idly thought that she probably looked no different than a bitch in heat, and hoped that it was incentive enough to get Pinkie the FUCK ON TOP OF HER.

Pinkie smiled smugly to herself. Twilight looked like she had lost her mind to the heat. For all she knew, she could have. Deciding to relieve the newly crowned princess of her plight, Pinkie moved closer to her nethers, and guided her leaking cock towards her vagina. The tip pressed hotly against the puffy, hot flesh, and Twilight hissed from the contact. She tried wiggling her butt and moving a little closer in an effort to impale herself on it, but she had no such luck. Pinkie will penetrate her whenever Pinkie wanted to. She had no power over the situation.

After what seemed like an eternity for Twilight, Pinkie pushed forward, penetrating Twilight and burying an inch into her. Twilight groaned in pleasure as she was getting exactly what her body wanted. Without warning, Pinkie thrusted forcefully, hilting almost immediately into Twilight’s tight canal as Twilight let out a scream of pain. Nerves began lighting up in her body, sending mixed messages of pain and pleasure.

Pinkie continued thrusting regardless, either because she was blinded by pleasure or that she didn’t care for her friend's well being. Teeth gritted, Pinkie kept thrusting with all her might, hitting Twilight’s core again and again, each slap of her hips against Twilight’s brought a loud squelching sound with it. Despite Twilight being absurdly aroused, Pinkie still had a lot of trouble thrusting in and out of her friend. She was unbelievably tight and oh so hot. Pinkie started developing a sweat as well, and she began panting from the exertion.

Twilight’s cries built into a fevered pitch, as she screamed and grabbed Pinkie by surprise, falling on top of her as Twilight locked her in a heated kiss. Pinkie’s larger breasts pressed against Twilight’s, their sensitive nipples making contact and sending tingles down their spines. Pinkie continued thrusting while maintaining the passionate lip lock with Twilight, plowing through the purple alicorn’s first orgasm.

The roughness of Pinkie’s ministrations sparked something deep within Twilight, and a series of small, rapturous orgasms racked her body, sending her in a tizzy as she thrashed and screamed into Pinkie’s mouth.

Pinkie panted heavily. Twilight’s passage held on to her meat pole like a vice grip, and it was no small miracle that she had lasted this long. With one final, deep thrust, her heavy balls slapping against Twilight, she came. Hot, white ropey strands of her seed flooded Twilight’s womb, and Twilight experienced another powerful orgasm from the heat. The vagina is a very flexible organ, able to accommodate the size and girth of a foal if need be, so it wasn’t much of a surprise to Pinkie as a noticeable bulge began to form in Twilight’s stomach due to her reluctance to pull out.

She stayed hilted inside her friend for a few moments, making sure that Twilight would have her fill. After regaining her composure, she looked over Twilight, and found that she was already fast asleep. Well, dark magic does take a lot out of some ponies.