"W-What do you mean real punish"..??" Rainbow Dash started to say before Spike's kiss cut her off. She tensed briefly in surprise but quickly relaxed into it, purring as he began to trail his lips down her chin. A squeal of laughter escaped her when his tongue flicked over her collarbone, "H-hey!" She squirmed at the sensation.

"Oh, is Equestria's 'Most Awesome Pegasus' ticklish?" Spike's smile widened. He gave the spot a lick, causing her to shake as she held back a giggle.

"You..you just caught me off gua-ahhhh.." She breathed when he reached her breasts. The dragon's scaly's lips sending a shivers up her spine each time they grazed over the sensitive mounds, each time getting closer and closer to her nipples. Getting just outside her areola, he reached out with his tongue and began circling the nub, eliciting an arched back and whine of pleasure from Dash.

Twilight bit her lip to suppress a moan as she watched Spike teasing her friend. A hand slid over her own breast when she saw him begin to nibble and suck on her rock hard pebbles. Hearing Dash's breathy "Spike.." made her even wetter and her other hand began to drift between her thighs. That is, until she saw him look right at her in amusement and her blush returning full force.

"Well, well, well, aren't you a naughty little filly." He grinned, "Look at your friend, Dashie, can you see how wet and horny she's getting just from watching."

Dash couldn't resist. She giggled and looked at Twilight's flowing marehood, her fingers inching along her thighs towards it, "Oh yeah, She's a..mmm..a very naughty filly, teasing her t-tight little pussy like that." She grinned when Twilight blushed, the thought that she was wishing she was in Dash's place filling her head. She knew teasing a horny Twilight would probably be a bad idea, but the chance to get back at her for earlier was too good to pass, plus the feel of Spike's mouth on her nipple was driving her wild "Oh, Twi, Spike's t-tongue feels so good. The way it fe-Aah! The..the way it feels on my hard nipples is awesome. By the look of your own you must be wishing you were here in my place right.." She shuddered as he gave her a hard suck, "Right now, aren't you? . T-to be here on this table being punished by..oohh.. Spike right now. Look at how your pouring all down your legs right in front of us. I bet watching him run that l..oh yeah..that long tongue over my body makes you remember how it felt to d-deep inside you stirring up your insides.The way he filled you up as he stroked your cutie mar-EEP!" She squeaked when a chuckle followed her own mark getting a teasing pinch, 'Aahh...seeing him punish me brings back that a-ache inside you for him to fill you back up, doesn't it, Twi?"

Spike chuckled as he listened, giving the valley between Dash's breasts a long slow lick before resuming his trek down her body, running his hands along the soft fur of her belly and up to gently scratch the leading edges of her wings, making the pegasus gasp.

"Oohh..mmmm S-Spike.." She panted, her wings twitching happily at the attention.

Twilight moaned as her fingers plunged deep into her hot tunnel. Watching Spike work on Dash's lithe body was madding enough but the pegasus' teasing had her almost at her limit, Of course, she wasn't about to let her get away with it,..no sir!. It was then she spotted the syrup bottle, still sitting on the counter, and a mischievous grin crossed her face. A quick levitation spell had it floating over to Spike, who gave it, then her, a look before getting his own grin.

-----------At Sugar Cube Corner-----------

Pinkie Pie looked up from her bowl, fingering her lower lip in confusion and looked back down at the batch of caramel she had been mixing up, "Why do I wanna make a bikini outta this all of a sudden?" She glanced around surreptitiously.

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

Dash, on the other hand, blushed brightly when she saw it floating inches above her nethers, "W-what are you going to do with that?"

"True, that tongue of his is very, VERY nice." Twilight purred, purring as she pulled her cum-coated fingers out and gave them a playful lick, "But I can think of something almost as enjoyable." With that, she tipped the bottle, pouring a generous amount of the now cooled liquid straight onto Dash's sex.

"YEEK! That's cold!" Dash arched her back on reflex, inadvertently thrusting her crotch almost into Spike's face in the process.

He chuckled, watching the syrup trickle in between her folds, making it look candy-coated, "And just when I thought your cute little pussy couldn't look any more delectable." Lowering his head till his nose and her mound were almost touching, he inhaled deeply, taking the sweet caramel combined with her own potent scent.

"S-Spike..!" Dash flushed with embarrassment as she felt his hot breath on her, only to let out a squeak when she felt the forked tip of his tongue slither over her thighs, lapping at the mix of her honey and sweat.

Meanwhile. Twilight had edged over beside her, sucking eagerly on her fingers close enough for Dash to hear her, "Yummy... You know, Dashie, what Spike's about to do is going to be so much fun."

At that, Spike's tongue shot out and began to slowly, and almost painfully, trace along the outer edge of her sex, causing Dash to tense and let out a moan, arching her back in the process.

"It was amazing, you know," She heard Twilight whisper, her hot scent still filling her nostrils, "Feeling his tongue roll and twist around inside me." Twilight stifled a moan as she ran her fingers back over her dripping mound before holding them up for Dash to see, the now stronger scent causing her nostrils to flare, "The way it lapped at my honey, making me feel like a real mare."

Dash whimpered. The maddening feel of Spike's tongue dancing between her legs mixed with Twilight's scent invading her nose was pushing her past the breaking point. She was breathing heavily in an attempt to keep what she had left of her train of thought, but that only brought in more of the aroma, and the memory of how it tasted. Without thinking, her own tongue flicked out, grazing the covered digits.

Twilight smiled when she saw and felt it. The expression on her friend's face was intoxicating. A look of desire and hunger; hunger that Twilight knew she was the only one with the power to give her what she was craving. She turned to watch Spike lap slowly around her swollen lower lips, the forked tip darting out every now and then to flick and tickle her sensitive clit, causing her to writhe and squeal with every attack. "Look, Dashie." She whispered huskily into her friend's ear. She was well aware of the power Spike had over them both, before and now, and she'd happily admit that she loved every moment of it. When she felt his arms wrapped around her she felt safe, like nothing or nopony could hurt her. When he kissed her, the passion in it made her feel as if she could melt into his touch. When he took her, toying and teasing her body, the feel of him on and inside her brought a sense of relief. The way he would control and conduct her somehow caused all the responsibilities and tasks that weighed on her to vanish, leaving only the sense of pleasure and ecstasy they would feel.

"At that moment I can stop being Celestia's student, the good daughter and sister, the Ponyville Librarian and Element of Magic...there, I'm simply Twilight Sparkle. His Twilight." She thought, the idea sending a shiver of desire down her spine, "He's proven he'll do everything he can to give me all the love he can, and then some. I'm his; every part of me belongs to him and he can do whatever he wants to me, because I know that, no matter what happens, he'll be there by my side and there to protect me, just I would for him.

But, from the expression on Dash's face, she knew that she had power over her as well right now. The air of submissiveness from the normally assertive, self-confident mare from was turning her on almost as much as Spike's ministrations,"Celestia, what the hay is WITH me!? I'm acting almost like a Dominatrots with Dash..and I'm enjoying it." She put the thought out of her head for now, "Look at Spike running that wonderful tongue of his along your cute little pussy. It feels good, doesn't it? The way it can curl and flick at almost every inch. You saw how he made me scream with it." She moved closer to her ear, "Soon he'll be making you scream as well." She grinned as Dash squealed and bucked her hips when his tongue wrapped around her sensitive nub, squeezing it slightly. In all honesty, she was just a tad jealous that it wasn't her marehood Spike was about to devour right now. It was then that she noticed the writhing, horny mare staring hungrily at her cum-coated fingers. She moved them closer and her smile widened when Dash immediately began sucking on the tips, an idea coming to her, "You enjoy my sweet honey, don't you, Dashie?" She purred as Dash moaned and nodded, "How would you like to have even more?"

Spike's eyes widened when Dash nodded again and Twilight responded by climbing up onto the table and straddling her face, giving him a full view of her firm, luscious backside. With a growl of appreciation, he gave one of the cheeks a squeeze, causing her to look behind at him and smile, pushing her rear against his palm slightly.

After getting his 'seal of approval' Twilight looked down at a bright red Dash, who was staring at her mound, "Have all you want, my sexy little rainbow," She said huskily, "Straight from the source." With that, she leaned forward to brace herself on the table and lowered her hips down until she could feel Dash's quickened breathing on her, making her wetter in the process, "I'm doing this..I'm really doing this! Just..just calm down, Twilight, you already know she likes your taste and she's shown she wants more. And I want to feel good too..to feel a tongue in me again.."

Dash stared in a mix of surprise and arousal; surprise that Twilight was actually doing that; and aroused at the fact that her marehood really was attractive. She hesitated only for a moment before sliding the tip of her own tongue up the throbbing slit and over her button, enjoying the sweet taste and loud moan she got from the unicorn. She gave her another lick, pressing harder against her folds.

"Mmmmf..." Twilight bit her lip, a look of utter bliss on her face, "Atta girl, Dashie, show me what you can do with that sweet tongue of yours." She lowered down until they were almost touching,

With that, Dash's tongue slid into Twilight's dripping mound, causing her to arch her back with a gasp and press her crotch against her mouth, kissing her with it. The act proved to be too much for her and Dash responded by wrapping her arms around Twilight's thighs, holing her close and pressing her lips against her mound, thrusting her tongue in as deep as she could, lapping hungrily at her tunnel.

"Oh Celestia!" Twilight cried, slowly rocking her hips against Dash's mouth, "That's our sexy little rainbow, enjoy your treat."

Meanwhile, Spike was enjoying himself immensely between the sweet/salty taste of Dash and the sight of Twilight's rear rocking up and down. It was then he got his own idea, "Well, well, it seems you two both enjoy being naughty fillies." He spoke up, using the same growl as before, making both mares shiver in delight, "And there's only one way to punish such naughty fillies like you."

"What's he mean...?" Dash thought, only to squeal into Twilight's sex as she felt his finger and the edge of something thick, flat, and..pointed glide over her own, almost making her cum right them, "CELESTIA! What was that!? That felt awesome!" Her answer came in the form of her lower body being lifted off the table and her legs draped over what she could only guess were her shoulders, "Wh-what is he doing...?" Another squeal cut her off when she felt the same finger rubbing under her tail, right on her own sensitive, puckered star.

Catching her breath from the effects of Dash's squeal on her marehood, Twilight managed to look behind in time to see Spike coating the spade of his tail with the pegasus' juices. A blush engulfed her face when he propped Dash's legs up on his shoulders, lifting her pelvis up off the table, followed with his hand sliding up under her. He looked her straight in the eye and smile before Dash's next squeal rocked her body.

"So, Dashie, how does it feel, having your tight, firm little ass touched for the first time?" He growled, using his free hand to rub and pinch at her button, "Does our sexy little rainbow like having her naughty hole played with?" He added a little more pressure, causing her to squeal and buck violently, her mound spasming slightly, "Write down your answer." He grinned,staring at Twilight's rear hungrily, "Write it with your tongue in Twi's sweet pussy." As he watched Twilight began to writhe and moan atop Dash's face, her own tongue lolling out slightly, he lifted his tail to show her the now glistening spade, "And you, my naughty princess, where would you like this to go? Perhaps.." His tail darted forward and slid edge first between her buttocks, the tip just outside her own star, "Here?"

Twilight gasped as she felt the thick edge of his tail rubbing up along her rear. It was stiff, but still had a measure of flexibility. And it proved that when she felt the tip slowly rub and twist against her own star, making her let out her own blissful squeal, "Mmmmoh yeah.." She groaned, rolling her pelvis between his tail and Dash's tongue.

"My, you ARE a naughty filly, aren't you?" He smirked, slowly pushing the tip deeper in to keep it enjoyable, but taking care not to hurt her, "Bend over for me, my naughty princess." He whispered, pressing the tip slightly into her hole, "Show me that sexy plot of yours."

With a heavy blush, Twilight complied, leaning down over Dash and propping herself on her hands, draping her tail to the side to give him a full view. In her mind, she knew a tiny part of her was screaming that no good girl would be doing this, but she didn't want to be one right now. She shuddered when she remembered him playing with her ass from earlier, the way his finger felt back there, deep inside her..and how much she loved it, wondering since it was just his finger then, how would something as thick as his tail feel?

"Dashie, be a dear and help our princess, would you?" Spike asked, his hot breath on Dash's crotch making her purr, "Open Twi's ass so we can see her adorable little hole." As he spoke, he pressed the tip of his finger into her own pucker, making her scream and buck. her fingers digging into Twilight's cheeks as she pulled them apart as far as they would go. She mewed in delight when his tongue curled between her netherlips as a reward.

With Twilight's star fully exposed, Spike began to grind and rub the spade of his tail on it, earning a cute squeal from her, "I'm still waiting for an answer, Twi. Should this thick tail go into your tight, dirty hole? The one you're presenting to the whole world? Do you want to feel your cute ass being fucked until you can hardly walk? Tell me, my lilac princess, tell me you want this thick tail filling you until you cum over the face of the sexy little mare who's face is buried in your hot pussy."

"YES!" Twilight squealed, "I want it all in me!!" She looked behind at him, her eyes clouded with desire and want, "Claim your naughty mare's tight ass, my prince. Make it yours and nopony else's!"

He blinked briefly in surprise at how she put it before regaining his smile, "Well then, ask.." He slowly pushed the thankfully flexible spade deeper and deeper into the quivering and cooing mare's rear until it vanished inside it, "And you will receive."

"Ooh Celestia!" Twilight whispered, tightening her ass on it slightly.

"And you, my little rainbow." He turned his attention to Dash, "Tell me, are you that kind of naughty mare, too?" He gave her marehood a kiss, sucking off some of the leftover caramel in the process, and making her moan deeply into Twilight, "Do you want to feel your own tight little hole filled?" He punctuated it by slowly moving his fingertip in a circle.

Dash squeaked as she felt his finger swirl around the sensitive spot.

Twilight had gotten the hint and raised up enough for her to look at him, pushing onto his tail in the process.

"Do you?" He leaned down and began sucking on her throbbing nub, making her shriek in ecstasy.

"YES! CELESTIA, YES!!" She screamed, now in the same fog of desire as Twilight, wrapping her legs around his head, "I want to feel my naughty ass being played with! Make your dirty little filly moan and scream for more, please!"

"And moan and scream you will, my beautiful rainbow." He growled, smoke wafting from his nostrils as he slid his finger into her quivering star deep as he could and began thrusting with a slow and steady rhythm with it and his tail, "Both of you."

At the feeling of his tail pumping into her rear, Twilight cried out in passion and her knees gave out, causing her to lower back down onto Dash's mouth, who immediately latched her mouth onto the trembling lips and drove her tongue in, licking and sucking away with relish. .

That spurred Spike and he did the same, his own tongue snaking into Dash's moist tunnel, coiling around inside as it did, causing Dash to let out a delighted scream into Twilight's sex, who let out her own scream as well.

"Oh yeah..oh..mmm.." Twilight cried out, bucking her hips against the double attack on her lower body, "Oh yes..pound your mares' asses, Spike! Fuck us like the dirty, naughty fillies we are! Oh, I am SO riding his double dragon if it even feel half as good as this tail!

"Mmmmm!" Dash moaned in agreement, tightening the hold her legs had on his head, pulling him as close to her mound as possible.

"Indeed I will, Twi." Spike's primal tone returned, letting out his own growl of desire, "Indeed I will." With that, his tongue began writhing and rolling with a frenzy and he increased the speed of his finger, feeling Dash's ring try to tightening and capture the digit. He could feel Twilight's pulsating almost rhythmically around his spade as he pumped her with it and the combination simply encouraged him and he lapped hungrily at Dash's sex, plunging his tongue as deep as he could. After a minute, he felt her pelvis start to spasm and she erupted, spraying her honey across the inside of his mouth. "Delicious." he hissed, drinking her down and noticing she was still going at Twilight, "Well, that's not fair, Dashie. You've cummed, but poor Twilight hasn't. You know what that mean's don't you?"

"Mm?"

"Until she does, I don't stop." He then plunged back between her legs, sucking on her lips and clint like they were candy..

Twilight gripped Dash's head, feeling her squeals and moans vibrating against her own crotch, "You heard our prince, Dashie." She panted, "This won't end until I burst and you lick it up like the horny little mare you are". She pressed herself down on the probing tongue, feeling she'd be reaching her limit soon. "Now...mmm. use that cute...ooh yeah..that cute mouth of yours and eat me-ah-AAHH!" Twilight squealed as her climax hit, feeling her juices being greedily lapped up by Dash,

"Good girl." Spike grinned, giving her marehood another kiss, "I think you've earned a treat."

Dash screamed a second time as she felt another finger enter her star. Barely down from the crest of her previous orgasm, the second digit was all it took to shoot her back up to another.

Luckily, Spike was ready and drank it down. In the process, he felt her legs going slack.

Twilight giggled as she felt Dash now light breathing, "Aw. I think we were too much for her." She said, climbing off her to look at a pair of closed eyes.

Rainbow Dash had passed out.

Spike couldn't help but laugh as he gently disengaged her legs from around his neck and she curled up on the table when they were off him, "Gotta admit, she does look cute like this."

"True. Of course, I can think of two other cute things I want to get close to, now." She gave him a predatory stare when he looked at her.

"Ah...mm...h-harder...!"

Dash let out a light groan as she woke back up, the lingering taste of Twilight in her mouth and a slight, but enjoyable, soreness in her rear.

"Damn, Twi, your ass is so tight.."

"Huh..?" Dash rubbed her eyes to get used to the sudden light and looked over to where she heard the voices...and immediately blushed down to her shoulders.

Spike was sitting in one of the nearby chair, Twilight bouncing up and down in his lap with both his dragons plunged hilt-deep into her mound and rear. He had a firm grip on her cheeks as he rocked her on him.

"Oh yeah..yeah! Fuck your mare's slutty little ass and pussy!"

"Holy...! Dash thought, watching her ride him like her life depended on it, "Sounds like she almost wants him to break her in two!"

"How does it feel, Twi?" Spike asked, his fingers digging into her rump slightly as he bounced her harder, grunting slightly in the process, "How does it feel to have your cute virgin ass taken?"

"By you? Soo fucking GOOD!" She cried out, leaning her head back as he kissed her deeply.

"Whose dirty little mare are you?"

"Yours! I'm you dirty mare, your little fucktoy, you name it!" She yelled, her body starting to shake, "Spike..! I'm about to..!"

"Then cum for me, my slutty little princess.. cum..for...me..!"

The pair screamed in unison as their bodies met, Twilight's hips jerking slightly, "S-so warm!" Twilight gasped, a thick, while fluid overflowing from her openings as she fell against him, burying her. face in the crook of his neck.

Dash could only stare at the pair as they rode out the aftermath, his cum-covered shafts still twitching slightly inside Twilight, steam slightly wafting from the area. "Is..is that really what it could feel like if he was in me? I mean..that's no way a stallion could really mimic that."

"So, any idea what to do with her?" Spike spoke up, gesturing towards Dash.

Dash felt her heart sink a little when she heard that. It sounded like they were looking to get her out, "I..I guess they want me to leave now." Forcing down the hurt in her voice, she quickly faked a yawn and sat up, "Well, that was fun."

The pair quickly looked her way, "Well, look who's up." Twilight chirped.

"Yeah, Hey, look guys, that was fun, but I gotta head back home and check on Tank." She said, getting dressed.

"Um, Ok." Twilight said, noticing the look of sadness that flickered on her face, "I guess we'll catch you sometime later today?"

"Oh..uh..yeah..sure.." She replied, the soreness in her lower body forcing her to hover off the ground, "I'll see you." With that, she soared out of the kitchen window.

"That was weird." Spike commented.

Twilight responded with a deep kiss, "Don't worry about for now, Spike. Right now, I need you to carry me to the shower," She blushed, "I can't feel my legs."

"Sure, Twi." He stood up, holding her bridal style. "Need some help getting cleaned?'

"Maybe...if you behave."

Author's Note

I apologize for the rushed feel at the end, but I think three chapters of sexy-time is plenty, and I was starting to feel burnt out writing that much clop.

Again, props to DragonPony