"Huh...huh.. w-wow..that was one of the hottest things I ever saw!" Rainbow Dash gasped, still riding the crest of her orgasm. However, that was also the moment she realized she was being watched.

Her eyes slowly trailed up until she saw both Twilight and Spike looking right at her. For a brief moment, she expected looks of disgust, outrage, or at least alarm...or a combination...etched on their faces.

She didn't really expect them to be grinning.

"Um, heh. looks like we had an unexpected audience." Spike quipped.

"Seems she enjoyed herself immensely. as well." Twilight smiled, slipping off the counter. Any sign of prudishness she might have had before were now long gone, "Candidate Number One." Twilight thought, "Dash's always shown she'll be there for us, her laziness notwithstanding. I believe it's time to return the favor." She slipped an arm around Spike, "Like what you see, Dashie?"

Dash gulped slightly as she looked at the pair in their birthday suits. She was somewhat relieve to see that Twilight's chest was close to her's in size. It was hard not to feel her cheeks heat up more when her eyes trailed down the shapely body to see a small trimmed tuft of indigo hair above her still wet marehood,

Then she turned her attention to Spike and simply stared. She'd seen him working at the farm a few times and knew he was a big guy; seeing his double dragons at full attention, however, were completely new to her and she unconsciously licked her lips at the sight.

"I think she's still enjoying it." Twilight's amused voice brought her back and she had the decency to look away, embarrassed at herself for ogling him.

"Um..the..the door was unlocked and I..well.." She gulped again, "I..I'm in trouble aren't I?"

"Heh, guess I should've made certain I locked it, so we can't really blame you for that." Twilight stepped over and bent down to look Dash in the face, knowingly giving Spike a good view of her backside in the process. "However, you did stay and watch." She smirked and playfully patted the hand still in her pants, "And had your own naughty fun as well. And for that, you must be.." Her voice took on a husky, erotic tone, "Punished."

"P-punished..??" The pegasus' voice squeaked uncharacteristically.

Twilight's smile widened as she gave a half-lidded stare. On the inside, however..."Ohcrapohcrapohcrapohcrap!! Okokok, just relax Twilight Sparkle, you can do this! If you can face off against Nightmare Moon, an Alicorn Pendant-possessed Trixie, and Discord, you can make out with Rainbow Dash! Just keep your cool and remember; the girls deserve someone they can love and be with, and Spike deserves some loving after seven years of effort." She glanced behind her and blushed at the way said dragon was hungrily eyeing her rear. "Plus I'll have to encourage him to join in; he's just too loyal to even think about looking for another mare so quickly. Not to mention he'd probably feel like I'd have problems with him bringing in our friends. Though I gotta admit; the situation IS kinda hot." She give him a wink and wiggled her bottom at him before focusing back to Rainbow dash, "All right, Sparkle. It's now or never; fortune favors the bold and, in this case, slightly horny!"

"Twi..?" Dash was abruptly cut off when Twilight cupped her cheeks and kissed her deeply. She tensed in surprised at the kiss, but that slowly melted away as she felt just how soft the unicorn's lips were and she let out a light purr when they separated.

"Well, that wasn't too bad. She seemed to enjoyed it, Spike too from the sound of it. Hm, tastes a little like grape soda. Now..to raise the stakes a little" Twilight slipped a hand down to caress her neck and began trailing her lips down the opposite side, her tongue lightly gliding over Dash's fur and causing the pegasus' purr to deepen slightly. Twlight, for lack of a better term, was surprised and more than a little impressed at the reaction she was getting, "She's kinda cute like this." She grinned and used her magic to slowly unzip Dash's jacket, revealing the sports bra underneath before pulling the jack off her.

Twilight blushed when she saw the two hard points poking through the fabric, Wow, she could cut glass with these. She thought, "Oh, did seeing me and Spike turn you on that much?" She purred.

"I..I.." Dash stammered before she recognized her tone, "Wait a sec! She..she's trying to tease me! We'll see about that!" She 'humphed' and tried to look away, "Yeah, right! I'm...it's just kinda cold in here, that's all!"

"So, she's gonna try to play 'tough filly' huh? Let's see how long she can last." Twilight slid a hand over the bra and caught one of Dash's nipple between her fingers. "Oh? So you won't react to this, then?" She gently pinched the hard nub and was rewarded with a cute little squeak.

"Oh, Celestia.." Dash moaned briefly before catching herself, blushing hotly, "T-To what? I didn't....I didn't feel a-anything." She tried to bluster, promptly squeezing her thighs together.

Twilight grinned and began to playfully roll and tweak it as she slid her other hand under the bra, pushing it up in the process to reveal an ample cyan-furred breast, topped with a periwinkle nipple. She gave it a squeeze, "Oh? You don't feel you cute little breast being played with, along with this hard nipple?" She rolled her thumb over the sensitive bud, noting how much larger it was than her own, then leaned over farther. Her lips were almost touching Dash's ear as she whispered, her warm breath tickling her ear, "A nipple that got hard watching her friend's dragon eat out her tight, wet pussy."

Dash's cheeks flared brightly "Ww-wha...um..I-I.uh...ah.." She stammered, squirming uncontrollably as Twilight fondled her before feeling the hand that had exposed her begin to slowly trail down.

"Would you like to know how it felt when his long, slick tongue entered me? How I could feel it twist and flick inside, touching nearly every inch of my tunnel? Lapping away at me like an ice cream cone during a heatwave." She giggled, "I almost came then and there when his finger slipped into my little star." Twilight spread her legs a little allowing Dash to see a bit of her honey trickle down her thigh, "Sure it stung a bit at first, after that..." She moaned into the pegasus' ear, her fingers reaching the waistband, trailing around before she slipped her hand in, making Dash let out startled squeak. "I cannot believe I just SAID that!" Twilight mentally yelped, "And I'm actually showing her how turned on I'm getting from all this!"

She fought back her own blush and glanced back at Spike. He was currently staring, slightly gobsmacked at what he was seeing, but also enjoying it if his goofy smile was any indication, "All right, Twilight; time to bring it all home. Oh, Spike, could you come here, please?"

Spike jerkily walked over, his mind currently somewhere between 'semi-soft' and 'mush', "Oooohh, sweet Celestia..! That's the second hottest thing I've ever seen, right behind last night. Ok, Spike, keep it together." As he got closer, he couldn't help but make an observation; Rainbow Dash was really cute when she wasn't being overly cocky. He could see a mix of lust and nervousness in her eyes. There was also a hint of fear; that would have to be rectified.

Granted, Dash was no stranger to what stallions looked liked in the buff...thanks to a couple of PlayMares Spitfire had gotten her as a joke. However, none of those pictures were quite on par with what she was looking at now. Especially since none of THEM were...dual welding.

"What can I do for my lilac princess?" He asked, making Twilight coo as he ran a finger around the base of her tail. His gaze then shifted to Dash before giving his signature grin, "And our rainbow beauty here?"

Her blush immediately increased tenfold. Did..did he just call her a 'beauty'? She shook her head aggressively, "I-I'm no 'beauty'..! I'm awesome!"

His grin widened slightly as he cupped her cheek, "Who's to say you can't be both?"

"I agree." Twilight added, "Especially with such cute breasts." She gave the large nub that was still between her fingers a pinch, getting Dash to squeak again, "And these adorable nipples. Don't you think so, Spike?"

"Oh, without a doubt." He replied, slowly moving his hand down to caress the exposed one.

Dash leaned her head back slightly and let out a shuddering whimper as she felt his claws lightly graze her currently vulnerable flesh, "What the heck is WRONG with me!?" She berated herself, "I'm Rainbow Dash, THE most awesome pegasus in Cloudsdale and Ponyville! But...here I am...blushing at being called beautiful and than my tits are cute! And...and I like it...."

Spike apparently must've have an idea of what she was thinking because he cupped her cheek again with his other hand and moves his face to within an inch of hers, "We're not lying, Dash." He whispered, his thumb circling her areola, "You are beautiful." He punctuated this by lightly pressing his lips to hers.

This, combined by the feel of both of them fondling her and her own percolation emotions, proved to be be her breaking point. With a gasp in the middle of the kiss, her hips bucked hard and a sweet aroma hit all their noses.

Breaking the kiss, Spike smacked his lips, "Hm, cream soda." He inhaled deeply, "And something else smells just as tasty." His husky growl returning.

"So, Dashie." Twilight grinned, pulling up the bra to show both her breasts, "Would you like us to take care of your..little problem?"

Her barriers finally collapsing, Dash looked at them both with undisguised desire, "Y-Yes...please..." She whispered.

"Would you like to do the honors, Twi?" Spike asked before kissing her again, deeply.

Twilight licked her lips at the sight and began to slide the track pants off, revealing a pair of white briefs, now soaked and translucent from her juices, "Did we turn you on that much, Dashie?" Twilight purred, rubbing her fingers lightly over the throbbing mound, getting a slight gasp in return.

"Oh Celestia..! That feels SO GOOD!" Dash whimpered, "Do..Don't stop, please..!"

"Oh we will, don't worry." Twilight looked around as she relieved her of the panties, "But not here on the floor. We need a spot more appropriate. Spike, help her onto the table, would you?" she asked, making a spot with her magic.

He lifted the now nude Rainbow Dash bridal style and set her on it, taking note of how she snuggled into him slightly as he did.

"So, what do you think should be the first part of her punishment, Our Prince?" She asked him. her tone laced with hunger, as well as making the way she said the last two words sound like a title.

Dash watched them whisper to each other for a moment, fidgeting anxiously, "What are they doing..? This is torture!"

Twilight giggled and nodded before they stepped over to her, " We've decided that you'll have the pleasure of being our breakfast." She purred before descending her lips to Dash's neck, "So you'll need to present yourself as the sexy little treat you are."

"And we won't...dig in until you show us what you have to offer." Spike added in his own growl, following Twilight's lead, "And in all your beautiful awesomeness."

-----------Carousel Boutique-----------

Rarity blinked as she looked at the table. She had gotten home less than half an hour ago, finally putting the unpleasantness from before out of her head, though she made a point to apologize to Twilight for the unintentional way she had phrased her shock. Now she was relaxing in the kitchen, pleasantly enjoying a nice fruit salad.

But, oddly enough, she had just began eating when it suddenly seemed less appetizing now...that coupled with the inexplicable urge to punch something.

She choked down the mouthful she had and slowly moved the bowl away from her.

-----------Back at the library-----------

Dash moaned happily as she felt both pair of lips run along her slender neck.

"We won't start until you show us all of this beautiful body of yours." Spike whispered, playfully nibbling at her ear.

And as quick as it started, it ended, and she whimpered when they stepped back to face her.

Spike slipped his arms around Twilight from behind so they were both still facing her, "It's ok, Dash." He said, gently running his hand over Twilight's stomach, but keeping eye contact with her, "Just show us and we'll give you all the pleasure you can handle."

Twilight purred at the touch and looped her own arms up around his neck, "He's right, you know. Our prince'll show you more than you could ever imagine, you just have to open up to us."

Biting her lip, Dash let out a long exhale and slowly separated her thighs, revealing her glistening marehood. A tuft of rainbow colored hair rested just above her button, though slightly plastered down by her own honey.

"Well now, that IS a lovely sight. Wouldn't you agree, my lilac princess?" He said, kissing her neck, his eyes never breaking

"Mmmmm, indeed." Twilight tilted her neck to him in appreciation.

"You know...since she obviously enjoyed watching us..." He slid his hand and massaged her already sensitive clit, getting a scream of surprise and delight in return, "We should give her another show, up close." Keeping his thumb rolling against the nub, Spike slid two fingers against her petals, spreading them slightly, "Don't look away, Dash. You don't want to miss a thing, now, do you?"

'Ooh...Spike.." Twilight mewed softly, raising her hips slightly to get more pressure from it. The moan quickly turned to a gasp as both fingers slid into her and began a slow, firm pump, "Aahh,,oh yeah..h-harder.." She moaned, thrusting against his hand with each pump, her juices slowly trickling down his hand. Suddenly, her eyes widened and she squealed when the tip of his upper length pressed against her tight star and began rubbing against it, "S-Spike..." She squeaked, blushing brightly, "Is..is that..?" She purred and lifted her ass to push against him when he began to rub harder, "Mmm...'

"Look at your friend, Twi." Spike whispered, just loud enough for Dash to hear, "Look at how wet and horny she's getting watching you; watching your delicious little mound being filled with your dragon's fingers." He began to wiggle his fingers rapidly, causing her to spasm in ecstasy as they bounced around inside her, "Tell her how it feels. Don't be shy, now. Tell her how it feels having these fingers stir you up over and over." He said, pumping slightly harder each time he said 'over'.

"Oh Celestia..!" Twilight arched her back, "It feel so gooood, Dash..I can feel him..stretching me a little..ahhhh."

Dash watched in aroused fascination as Twilight borderline humped Spike's hand, the moans and squeals of pleasure she was letting out echoed in her ears. She found herself imaging how those fingers would feel in her, the very thought making her own quim throb in anticipation.

Spike pumped a few more times before slipping his cum-soaked digits out. He lifted his hand up so both mares could see it and licked a fingertip, savoring her taste, "Delicious." He grinned, watching both mares blush at his action and enjoying it, "Have a taste, Twi?" He offered, holding his hand just close enough for her to smell her own scent, "See how sweet your cute little pussy is while you admire your friend's own soaked mound."

Twilight looked at the glistening finger and started to shy away before her own aroma-a slightly pungent, sweet fragrance-filled her nose. "Well..it..it does smell nice.." She thought, and tentatively opened her mouth, allowing him to slip the slick fingertip between them. Her tongue ran over it introducing her to a sweet flavor with a hint of saltiness...

And she loved it. She purred in enjoyment as she began to suckle on his finger and was rewarded with a pleased growl and a bit more pressure against her backdoor.

Dash had to bite back another whimper as she watched Twilight's sucking, an expression of contentment on the unicorn's face. She watched her as she tried to suck it clean before Spike pulled it away.

"Now, Twi, it's not fair if you don't let Dash have any.' He smiled, kissing her before stepping over to Dash. Running a hand along her leg and up her body, he made sure she saw him lick his lips as he eyed her soaked marehood hungrily. The resulting shiver let him know he was successful. "Now keep those leg open, Dashie." He said, lightly rubbing just above her pubic hair, "Show us that naughty pussy of yours." Lowering his other wet finger to her nose, he said, "You saw how much Twi enjoyed her own honey, so it only seems fair for you to have a taste." With that, he tapped her lips with the finger, watching her lick her lips on reflex.

Dash immediately blushed when she realized she was tasting, though that faded as she began enjoying the flavor. Noticing Spike's finger was still close, her tongue snaked out and lapped against it.

Spike smiled, "You really want to taste Twi's sweet pussy, don't you my beautiful rainbow?" He asked, watching her blush deepened before she gave a slight nod, "Well then, open wide." He slipped his finger into her mouth as soon as it opened, sliding it along her tongue.

She quickly clamped down and began sucking, savoring the sweet taste like it was her favorite flavor of ice cream.

"She is a sweet little thing, isn't she?" He asked, feeling her nod with a purr, "You know...I wonder..."

Dash whined a little as the finger was pulled away, wanting to taste more of Twilight. At least until she heard the next five words..

"Do you taste as good?'

She spasmed and arched her back with a cry of pleasure when she felt his palm roll over her sensitive button and two fingers rub the outside of her own hot, moist flower, "OH CELESTIA!" She squealed, a small bit of cum squirting out just from that.

"Seems somepony enjoyed that." He chuckled, noting that her marehood was just a little bit smaller than Twilight's, so he went slow, moving his finger just enough to part her lips before sliding it in. His reward was a low moan and the feel of her hips tremble against his hand. He began to pump, sliding his finger in as deep as he could go.

"Hard..harder.." She purred, Spike's finger sending bursts of pleasure into her with each thrust, "Oooh yeah.. I can't believe his hands feel so gooOOOOOODD!" Her eyes rolled back slightly when she felt him graze her g-spot and her next orgasm began to boil in her loins.

"Uh-uh-uh." He said teasingly, seeing her nearing the edge and slowly withdrawing his finger, "Don't want you cumming yet, my sweet rainbow." At the resulting whimper and pout, he leaned down to kiss her and whispered, his tongue tickling her ear, "I have something else to give you that pleasure." The glance down and shiver told him she got the message and he proceeded to show her his honeyed finger. He smirked and his tongue snaked out again, running along the appendage. It wasn't quite as sweet as Twilight's; a bit more tangy, but still tasty. "Yum." He growled, his voice taking on the same rasp as before, "Twi, come here, have a taste with Dashie'."
As Twilight stepped over, he watched Dash prop herself up, both of them eyeing his shining finger.

Dash was the first get her lick, her tongue wrapping around his knuckle. She smacked her lips briefly, the taste reminding her of some sour candy she had gotten from the Corner one time. She got a few more in before Twilight's joined it, the lingering sweetness of her own pleasure mingling with Dash's tart and creating a contrast that, if the soft purrs they were giving were any indication, they both enjoyed.

Twilight giggled to herself slightly at Dash's competitive nature showing through somewhat as their tongues wrestled around Spike's finger slightly. Though, she'd hesitate to admit it, but she found she kind of liked the feel of Dash's tongue against hers as they licked his finger clean.

Spike watched with a slightly bemused expression when he moved his hand away and both mares followed it briefly, letting out cute little whines of disappointment when it got out of reach, "Now that you've both enjoyed your little treat." He gave them both a toothy smile, sending a shiver of arousal down their spines, "I think it's time for our sexy rainbow's REAL punishment, wouldn't you agree, my princess?"

Author's Note

Cliffhanger!

Yes, your eyes do not deceive you: I am evil. (cue Kefka Laugh)

Truth be told, I had to find a stopping point for this chapter; was starting to feel just a tad burned out writing this monster.