When the Levee Breaks

by A Hoof-ful of Dust

Rating: mature
Tags: Romance, Applejack, My Little Pony: Friendship is Magic, Rainbow Dash, Rarity, Sex, Slice of Life
Length: 9888

Rarity's date stands her up. Rainbow Dash and Applejack do everything they can to cheer her up. Everything.

When Rarity's date leaves her hanging and she unexpectedly becomes the third wheel to Rainbow Dash and Applejack, the night should be over. In fact, it's just beginning...

Published 2014-06-03 13:20:04 UTC
Last updated 2014-06-03 13:20:04 UTC

When the Levee Breaks

'When the Levee Breaks'

"And that's all the message said?" Rarity confirmed.

Her tone was perfectly pleasant, polite, refined, but Applejack could sense that something had changed in her friend. Perhaps the waiter could sense it too, as she saw him swallow.

"That's all, ma'am," he said, "that he wasn't coming."

"I see." Rarity took a sip of wine out of her glass. "Thank you for telling me," she said, tilting the glass back and forth.

"It's no problem at all, ma'am."

"And," she added before the waiter could turn tail and leave, "would you be a dear and bring us another bottle?"

"Coming right up."

"Thank you ever so much."

Her smile morphed briefly into a laugh before sliding back down into a sigh as the waiter busied himself checking on another table. Then Rarity shook her head, and glanced at the empty seat at their table for four.

"He's not coming," she said, her smile stuck on her mouth but nowhere near her eyes. "No 'he's not coming because his ailing grandmother just passed on and he's beside himself with grief', no 'he's not coming because he's been involved in a terrible wagon accident and none of his limbs work and by the way, here's the name of the hospital where he's recovering', no 'he's not coming because of reasons that can't be spoken aloud but, rest assured, Equestria and her princesses need his services'." She kept her voice below the general babble of the restaurant, but she could not have sounded more furious even if she were screaming. "Just 'he's not coming', implication being he's been doing whatever it is that he's been doing for an hour and a half before remembering oh, wasn't I supposed to be on a date tonight? Maybe I should do whoever it was I was meant to be eating with the courtesy of letting her know I haven't deigned to show up, and then get back to whatever it was that required the utmost of my attention because it's obviously so much more important."

Rarity's lips were pressed together tight. She finished her glass, then shot out an angry huff of breath.

"Not even an 'I'm sorry'," she muttered to her empty glass.

A long and terse silence followed Rarity's tirade. Applejack's heart went out to her, it truly did. She had pushed for this night out, getting all dolled up and everything -- not that Rarity ever left the house without prettying herself up a little, but she really looked like she'd gone all out tonight -- only to be kept waiting beyond what anypony would consider polite and then some, coming up with more and more outlandish reasons as to why her date might not have shown up before she stopped coming up with reasons altogether to focus more attention on her wine glass. Rarity deserved better than this, Applejack thought, better than to be stood up and apologized to (or not) as an afterthought. Any stallion that would do that to her was dumb as a bag of hammers.

Which was what Applejack was about to tell Rarity, before the silence was broken by Rainbow Dash.

"So," she ventured, fiddling with a half-eaten breadstick, "can we eat now?"

Applejack kicked her under the table. Rainbow flinched. Rarity didn't notice.

"I suppose we should, shouldn't we?" She gave an unconvincing smile. "No sense in letting the evening go to waste, is there?"

"No sense in it at all." Applejack placed a hoof over Rarity's. "If'n Caramel's gonna just blow you off like that without s'much as a second thought, he ain't worth you givin' him one."

"Yeah," Rainbow added, "we can have a awesome double date with just the three of us." She flicked her mane back in an obviously exaggerated fashion. "I mean, I'm here, I'm worth two of most ponies, easy."

Applejack tried to give her a look, but her smile ruined the effect. Rarity, too, was trying to stifle a giggle.

"One and a half, maybe," Applejack said. Rainbow made a show of frowning, then leaned over to peck her fillyfriend on the cheek.

Rarity sighed. "I don't know why I bother," she said. "I should just give it all up. Swear off dating completely."

"Yeah," Applejack said with a smirk. "Stallions, who needs 'em?"

"I dunno," Rainbow said, "I can think of one or two that were okay." She gave her eyebrows a lascivious wiggle.

"Sugarcube, I love you and all, but I swear you got a whole separate special talent for not payin' attention." She fixed Rainbow Dash with a stare. "Tonight, all men-folk are the enemy on account of Caramel actin' like the southern end of a north-bound mule. Y'hear?"

"Ooh, except that one." Rarity had spotted the waiter, and was waving him down. "But only because he's bringing me more wine, it's a strictly business relationship."

-/-

The rest of the failed date involved a lot more talking, a lot more laughing, and a lot more wine between the three ponies. The evening wound on to the point that Applejack, Rainbow Dash, and Rarity were the last patrons left in the restaurant and, after being practically surrounded by hovering waitstaff, finally called it a night.

The trio stepped outside, only to be greeted with rain. Not light and pleasant summer rain, either, but a roaring downpour that promised absolutely no chance of ducking under buildings and trees in an effort to not get drenched.

"Oh, snap," Rainbow said, "I totally forgot this was happening tonight."

"Shoot, me too." Applejack raised a hoof to her head before remembering her customary hat was back on her bedpost. Not that it would have helped any.

"What is this, exactly?" Rarity asked. She was staring open-mouthed up at the black sky.

"It's a summer thing," Rainbow said. "Sun all day, rain all night."

"It helps everything grow." Applejack glanced at Rainbow. "Anything you can do about us not getting drowned?"

"Do you see the sky up there? Even if I did kick a hole in the clouds, it'd cover back over right away. It'd be like you trying to kick down all the apples at Sweet Apple Acres on your own."

"I almost did that once, you know."

"You almost did not, and you were so burnt out by the end of trying that you went deaf."

"I have the solution!" Rarity exclaimed. "Stand back, girls."

She screwed up her eyes and focused. Her horn glowed, brightening and fading before a faint pink shield manifested above her.

"Haha! You'll have to crowd under though, it's not very big."

Applejack raised an eyebrow. "Uh, no offense, Rarity, but are you sure that's gonna be enough to keep all that rain off?"

"Yeah," Rainbow added, "I wouldn't trust Twilight to keep a spell going if she'd had that much to drink."

"Oh, nonsense," Rarity said, waving them off, "it'll be fine. What's the worst that could happen?"

"We all get soaking wet?" Applejack said with a wry grin.

"Precisely, and what's so bad about that? Come on, come on."

That was exactly what happened no less than a dozen steps away from the restaurant, when Rarity's rain barrier dissolved in a shower of pink sparks. The three ponies gasped simultaneously, then started laughing and galloping, their hooves throwing up splashes of rainwater as they ran.

-/-

They spilled into the entrance of Carousel Boutique, dripping wet and shivering, still laughing. Rarity fumbled for the lightswitch in the dark, finding it after a moment. The three of them looked at each other, rainwater forming puddles on the tiles of the entryway.

"Well," Applejack said, "looks like we're stuck here for tonight. Sorry 'bout imposin' on you like this, Rarity."

"Oh, it's no trouble, you know guests are always welcome. But... just a moment..."

Rarity closed her eyes. Her horn lit again. Rainbow watched her with a curious fascination, seeing her rock her head from side to side slightly while biting her lip. She was obviously concentrating on something, but she couldn't figure out what.

Until a fluffy towel floating through the air hit her in the back of the head.

"Voilà!" Rarity exclaimed, her eyes springing open. "It most likely didn't look it, but that was very difficult. These came all the way from the upstairs linen closet."

"We'll be real careful with 'em, then," Applejack said, and Rainbow was unable to tell if she was making a joke or not.

Strong hooves seized Rainbow around her barrel, wrapping her in the soft towel. She turned her head to see Applejack grinning as she patted her down.

"Oh, okay," Rainbow said, returning the grin and draping her own towel over Applejack's flank.

As she dried, she caught a glance out of the corner of her eye at Rarity, who was directing her own towel with her magic but had her eyes fixed on the two of them. When she reached Applejack's neck, Rainbow leaning in to whisper something in her ear. Applejack gave a soft 'hmm' of agreement, and then both ponies looked at Rarity with matching roguish expressions.

"Hm? What is it?" Rarity asked, her towel now wrapping up her wet mane.

Rainbow and Applejack pounced on her, attacking with their towels, causing Rarity to shriek with laughter.

"No, stop," she managed through giggles, "that tickles!"

"Just makin' sure you're dry, sugarcube."

"Yeah, wouldn't want you to-- hey!"

Rainbow squirmed and dropped her towel as a magical caress fluttered over her sensitive hooves. It felt cool and hot at the same time, solid and incorporeal. Weird, in other words. But not entirely unpleasant.

She looked down at Rarity from where she was hovering, who was now sporting a devilish grin. She was breathing heavier than normal. From all the laughing. Must be.

"That's playing dirty," Rainbow said as she landed beside Applejack.

"All's fair in love and tickle fights, darling."

-/-

"I don't know about you girls," Rarity said as she placed a hoof on the first step, "but the idea of a shower sounds heavenly right now."

"Uh, didn't we just get a shower?" Rainbow ran a hoof through her mane, which was still a little damp. "Y'know, out there?"

"Don't mind Dash," Applejack said, following Rarity up the stairs, "she has some weird ideas about just what counts as a shower."

"I do not!" Rainbow flew to the top of the stairs and stuck her tongue out at her fillyfriend. Applejack responded by nuzzling her cheek.

"What sort of weird ideas?" Rarity asked. Normally she would have held her tongue (or perhaps been a little less blunt), as 'weird ideas' could easily be couples code for all manner of subjects which should remain for discussion by the couple only, but the wine from earlier was making it loose and unruly. Besides, there was something in the air that made it feel allowable to push the boundaries of propriety just a little. The night felt... intimate. Yes, that was the correct word. Intimate.

"Dash don't really believe in showers, is all," Applejack said with a shrug.

"It's not...!" Rainbow sighed. She wasn't annoyed, not really. This was clearly a long-running thing between the two of them; teasing, but good-natured teasing. Rarity wondered why it had never come up before. "It's you who do it all weird, you... ground ponies."

"Just what is so weird about our ground pony showers?" Rarity asked with a raised eyebrow. She lingered at the door to the bathroom, curious.

"They take too long! And you have to like, stand there and let the water fall all over you, and you're in this little tiny box with barely any room to turn around--"

"Hey now," Applejack said, "just 'cause there ain't room for you and your wings in my shower--"

"Showers are weird," Rainbow reaffirmed, as if that settled the matter.

For some reason, the mental image of Applejack and Rainbow Dash sharing a shower -- a small, confined space filled with steam and soapy bodies -- entered Rarity's mind and refused to leave. She felt a heat in her cheeks.

"Pegasi don't have showers?" she asked, clearing her throat (and trying to clear her mind).

"No, do you know how hard it is to get that much running water up in a cloud?"

"Then however do you get clean?"

"I just fly through some clouds. You get wet and you get dry right away when you fly off, bing bang boom. Takes about thirty seconds. I can usually do it in twenty-five."

"So, Rarity," Applejack said with a pointed look at Rainbow, "do you think that counts as a shower?"

"I most certainly do not," she said, earning a smug look of satisfaction from Applejack and a scowl from Rainbow Dash. "A shower is an experience to be savored, not a chore to be rushed through. It's a treat, not just something to stop you being dirty."

"That's what I said."

Rainbow cocked her head at Applejack as if to say, "Oh, really?"

"Well, not in s'many words, but the gist was there."

"Rainbow Dash," Rarity said, placing a hoof on Rainbow's shoulder, "I insist that you enjoy a shower. Right now."

Rainbow sighed and rolled her eyes. "Okay, fine. Convince me."

Rarity just gave a cryptic smile and pushed open the door to her bathroom. She watched Rainbow intently, waiting for her eyes to go wide, a gasp of breath, some impressed reaction.

What Rainbow said was, "Huh."

Applejack, however, gave a low whistle. "Mighty fancy, Rarity." She nudged Rainbow in the flank. "C'mon, you."

Rarity meant what she said about showering. Her bathroom was her sanctuary, her refuge after the end of a stressful day, and everything in there was designed to make her calm, from the large soft mat on the floor that kept her hooves warm on cold mornings to the monogrammed robe hanging from a hook she would wear while she drank her morning coffee downstairs to the fat white candle that sat on the sink that made the whole room smell faintly of vanilla. All the little details were mere support to the main attraction, her enormous shower that took up the whole back wall, a well-stocked arsenal of lotions, scrubs, washes, soaps, shampoos, and conditioners packing a showerhead capable of delivering a mighty blast of perfect-temperature water.

Rainbow turned around, looking at all corners of the bathroom. She spread her wings a little. "This room is huge," she said at last. "What do you need all this room for?"

"Oh, this and that," Rarity said, striding towards the shower stall. She spun the tap with her magic and started the spray. "Come on in," she said, pausing at the glass door to look back over her shoulder, "water's fine."

"What," Rainbow said, "all of us?"

"Why not? We're all friends here. And besides, you need somepony to show you how good a proper shower can be."

Rainbow and Applejack exchanged a glance, then they shrugged in unison. They both stepped over the threshold to join Rarity in her enormous shower.

"Now," Rarity said to Rainbow, "just stand still, and close your eyes." She directed the water to wet Rainbow's mane, and felt her stiffen a little beneath her hooves. "Head back," she said, her magic scooping up a bottle with such a light fragrance that even the tough pegasus couldn't object to, and Rainbow obliged.

As she worked Rainbow's mane, lather building up in her hooves, she became very aware of how Applejack was watching her. Her gaze was intense, but Rarity couldn't figure out the emotion underneath it. It gave her a faint fluttery feeling that flitted between her stomach and her throat.

Which is why she jumped a little when Applejack touched her mane.

"What's going on back there?" Rainbow Dash asked. Her eyes were still screwed shut.

"Thought I'd just help Rarity out with her mane," Applejack said, holding the length of Rarity's mane beneath the water, "make a little daisy-chain, like." She indicated to the shelf of bottles. "S'there any particular one of these I should be usin', Rarity?"

"Th-that one should be fine," she said, tapping a small dark green bottle. "Just, don't use too much, please."

They had started with a little distance between then, but now Rarity was practically on top of Rainbow, and Applejack was rubbing up against her from behind. Lather from Rainbow's mane dripped down her neck and ran into her coat, and Rarity could feel the foam between her and Applejack from her considerably longer mane. It made it awfully difficult to concentrate, being wedged between two slippery soapy bodies, and the little noises of enjoyment Rainbow was making and the feel of Applejack's firm but surprisingly gentle hooves against her head doubly so. It felt like the water as warmer than usually, too, but that could have been from the added bodies in the bathroom.

"So," Rarity said, speaking low because she was close to Rainbow's ear, "what do you think of a proper shower?" She put all her hooves on the floor to steady herself.

"It's pretty good," Rainbow said, sounding like she was trying to remain nonchalant. She fumbled with her hoof for the water and dunked her head under the stream. "I can see the appeal," she said, after slicking back her mane and opening her eyes. "Hey, AJ, now we gotta do you."

Applejack had remained out of the path of the water and so was still mostly dry, though a fine mist sat in her mane and patches of her coat were wet and covered in soap from contact with Rarity. She looked back and forth from Rainbow to Rarity and, letting down her mane, said, "Sure. Fair's fair, after all."

After some quick assistance from Rarity in selecting a shampoo, Rainbow took great delight in soaping up Applejack's long mane. Meanwhile, Rarity hummed to herself as she browsed her shelf of bottles, looking past the shampoos for something else. When she found it, she poured some on a hoof and, completely casually, ran it along Applejack's side.

"Whoa, hey now," Applejack said, but she sounded neither perturbed nor surprised. "What's this?"

"We can't very well clean your mane and not your coat," Rarity explained. The texture of Applejack's coat was different to her own -- thicker, somehow, like there was simply more of it -- and she became fascinated with with how the soap bubbled up and multiplied with very little effort on her part. Her hoof made several passes over Applejack's flank; applebucking gave one awfully strong legs, it would seem.

"You're not using any of that on me," Rainbow said. "I mean, fine that my mane smells a bit like flowers or whatever, but not my all of me."

"Oh yeah?" Applejack said with a grin.

"Yeah," Rainbow affirmed.

"Rarity?" Applejack held out a hoof. "Would you mind helpin' me out here?"

"Not at all," Rarity said, grinning over Applejack's neck.

She squeezed some soap into Applejack's waiting hoof. Applejack lunged at Rainbow, who tried to squirm away but, having nowhere to escape to other than through the glass wall, was quickly pinned by a very soapy pony. The two grappled and wrestled for a moment then, as if they both remembered together that Rarity was in the room with them, turned their heads to look at her. Applejack was covered in foamy lather. Rainbow had somehow gotten hold of the showerhead.

"No," said Rarity through a smile, "no no no..."

"Aw, yes yes yes," Applejack said. She collided with her at the same time Rainbow sprayed them.

It was, far and away, the most fun she'd had getting clean in quite some time.

-/-

Rainbow took a deep breath of the cool air in the hallway. Or, maybe it was regular air and it was the air in the bathroom that had been hot, she thought as she watched some steam escape through the doorway. Her natural state was to be kinda cold, anyway; clouds might look soft and fluffy but they felt chill and sort of clammy if they weren't dealt with properly, and the further you got from the ground the more chilly the breezes were, not to mention the kind of wind Rainbow created herself by flying at high speeds. But now all of her felt warm, like the shower was still heating her up from the inside somehow.

It felt good.

There was one thing that felt off, though, and that was her wings. She wasn't sure if it was the water, the soap, or the fooling around with Applejack and Rarity, but it felt like every one of her feathers was misaligned. Okay, maybe that was an exaggeration, but when she could feel her wings were all weird then she knew they were pretty messy.

"I think the shower screwed up my feathers," she announced to Applejack and Rarity, who were emerging from the bathroom.

"Oh, I'm terribly sorry, dear," Rarity said. She looked really upset. But then, Rarity could look really upset over the smallest things and then go right back to normal.

"No, it's no big deal," Rainbow assured her, "I just gotta fix 'em, is all."

"Is there anything I can do to help?" she asked.

Rainbow glanced over at Applejack, who pursed her lips. "Well," Applejack said, "there kinda is, yeah..."

"We just need somewhere comfortable to set up," Rainbow added, "'cause it takes a little while."

"Not a problem," Rarity said, pushing open one of the closed doors in the dim hallway.

Not having visited Carousel Boutique an awful lot, Rainbow had only a vague idea of the upstairs layout. She thought they were all going into Rarity's workroom, which would have plenty of space and probably a couch or something somewhere, so she was a little surprised to step into Rarity's bedroom. That was better, though. Beds were about as comfortable as clouds, give or take.

"So," Rarity said, surveying the situation, "what needs to be done?"

"It's pretty simple," Rainbow said.

She flopped onto Rarity's bed and spread her wings, then patted the area next to her with a hoof. Rarity lay down beside her, Applejack taking a place on her other side. Normally, Rainbow was all about freedom and personal space, but being nestled up between her friend and her fillyfriend, there was something to that. It was differently pleasant, like the warm feeling from the shower.

"See how these feathers--" She wiggled the tip of her wing for Rarity. "--Are all crooked? You just need to straighten them out." She ran the feathers through her mouth. "They sort of lock together on their own."

"Hm," Rarity murmured. She lifted a tentative hoof to Rainbow's wing, but Applejack stopped her.

"No, you gotta..." She demonstrated on Rainbow's other wingtip, making Rainbow's feathers bristle a little. It was always a little weird when somepony else touched her wings. Weird, but kinda good, too. "With your mouth."

"I see."

Rarity put her lips to Rainbow's wing and, slowly, ran them down the line of crooked feathers. She was soft and delicate, deliberate, like she was afraid of making a mistake, but still steady. When she reached the tip, she studied back over her work, then looked up at Rainbow. "Like that?" she asked.

"Just like that," Rainbow said, smiling.

"Hah! That's quite fun," Rarity said, inspecting the next row.

She started joining the feathers there together in her mouth, and for a moment Rainbow was completely transfixed watching Rarity slide her lips down her wing. Part of her wanted to keep watching, feeling the tingling tickling sensation that synched up with Rarity's movement, but part of her also didn't want to be caught out watching, so she glanced away only to catch Applejack in a similar act of staring. The couple engaged in a secretive shared smile, the silence broken by Rarity speaking. If she had noticed them, she was doing a good job of sounding like she hadn't.

"Almost makes me wish I had a pair of wings," she said." You know, proper ones."

"They're pretty cool," Rainbow said from behind a mouthful of feathers on the part of her wing closer to her body. "So's magic though, I s'pose."

"Y'all should be happy with what y've got, said the hornless wingless pony," Applejack said. Rainbow could tell she was making a joke, though. AJ had done that a few times, made like she was pretend jealous of Dash's wings, but the truth was that she actually was a little jealous of how wicked strong Applejack was. Being that strong came in useful. For things.

"Well, yes, I suppose," Rarity said, playing along, "but really, what's the harm in... I don't know, fantasizing a little about the things one can't have?"

"Never say never," Applejack said cryptically.

"Yeah," Rainbow added, "you did have wings, y'know. Twice."

Rarity furrowed her brow. "When was the other time?"

"When Twilight turned us all into Breezies."

"Oh, then. Yes. But I felt so light then, like the air would just push me around, it didn't feel like really flying."

"And how do you know what real flying feels like?" Rainbow countered with a grin.

"From the first time Twilight gave me wings," Rarity said with a smart smile.

That Rainbow had no comeback for. So she needed something to change the subject. As fortune would have it, something occurred to her just then.

"Hey," she said, "your mane looks all different."

"Hm?" Rarity paused midway along Rainbow's wing. "It does?"

"Yeah, it looks... I dunno. Different. To how it normally looks."

"Well, I didn't have time to go through my normal routine, I just dried it."

"That's all?"

"I wouldn't say 'all', it takes quite a bit of time to make my mane look as good as it normally does."

Rainbow shrugged. She felt her shoulders brush Rarity and Applejack. "It looks pretty good now."

"Yeah," Applejack said, peering around Rainbow's side, "I like it all... natural-like."

"Oh, you're just saying that." Rarity glanced away, focusing on Rainbow's wing. "I can't say I ever truly connected with the au naturel look. I mean, it's wonderful for the two of you, but I never felt it worked for me."

"No, seriously," Applejack said, "you look great."

"Plus there's all these other cool things about just leaving your mane be," Rainbow said. "It's faster, it doesn't smell weird all the time, you don't need a wall of stuff to deal with it--"

"Y' can really grab on to it." Applejack demonstrated by getting a real good grip of Rainbow's mane, jerking her head back and exposing her neck. "It's good to run your hooves through." She guided Rainbow to face her and gave her a deep kiss, all the while holding her in place with her mane.

Rainbow liked this side of Applejack, the bossy side, but normally she wanted it kept to when they were in private. Normally. Kissing right in front of Rarity, with Applejack deciding just when the kiss would end, when Rainbow could move, it could have so easily felt awkward, like she needed to back out, but it... didn't. Even though Rainbow could practically feel Rarity's eyes upon her, watching, waiting, the only sounds being their breathing and the quiet movement of Applejack's lips against her own, it was all okay. Even if it was just this one time, tonight, it was all okay.

When they broke the kiss and she looked back to Rarity, there was no mistaking it. Rainbow was sure she was blushing.

-/-

I want that.

The thought crossed Rarity's mind as loud and clear as if she had spoken it. It had been a long time since she had been kissed, and an even longer time since she had been kissed like that, with such a casual ferocity. Neither of those words fit together, but it described just what Applejack was doing with... doing to Rainbow Dash, so raw and intimate but also so completely uninhibited. It was as if she, Rarity, wasn't there at all.

Or, a little portion in the back of her mind whispered to her, perhaps it was because she was there.

She felt a heat wash over her, most intense in her face but spreading all over. Especially to places that had also not had due attention paid to them in quite some time.

...Goodness, what was she thinking?

Rarity blinked when she noticed Rainbow was staring at her, like she could read every lewd thought crossing her mind from the expression on her face. She glanced away, but not before seeing something on Dash's face.

Something that looked very much like curiosity.

"Is..." she ventured, needing something to break the silence, "is this a common thing to do?"

"Is what?" Rainbow asked, genuinely confused.

"Helping another pegasus fix their wings," Rarity explained. She tried to focus on the feathers in her mouth, softer and finer than the lightest material she had ever worked with, but she was unable to shake the image of that kiss from her mind.

"Oh. Uh, kinda. But, it's sorta... personal, y'know. Just like, between family, really close friends, that sort of thing."

"Lovers," Applejack supplied.

"I see," Rarity said. Her mouth felt dry.

The trio worked in silence for a time. Rarity wished a little for something to talk about, but it was a little difficult to speak around a mouthful of feathers. More importantly, it felt like the time for idle conversation had ended. Any words spoken from here on out would need weight to them, heavy as the buzzing tension that hung in the air. She almost wanted to make some sort of cry, a shout, anything that would change the feeling something was growing and building, but whether she wanted it diffused or escalated, or just what it would escalate to, she had no idea.

She was brought out of her thoughts rather abruptly as she nearly collided with Rainbow's face. She had been working from the outside in and Rainbow from the innermost part of her wing out, and now they had crossed paths. Rainbow smiled sheepishly at her, and Rarity returned the smile. It was not lost on her just how close their movement would have looked to the two of them having been about to share a kiss, had Rainbow's wing not been in the way.

"Guess we're done," Rainbow said, ending the silence.

"How's your wing?" Rarity asked. She moved off the bed, suddenly feeling like she needed a little distance, a little breathing room.

Rainbow flexed her wings. She glanced over one and then the other. "That feels a lot better. I'm really glad I've got a good mare like this one to help me out with that all the time, it's kinda boring to do alone." She nipped at Applejack's ear, who had left the bed to stretch her legs. Applejack responded by nuzzling Rainbow's cheek.

Rarity sighed. "I wish I had a good mare," she said.

It took Rainbow and Applejack both turning to look at her before she realized just what she had said.

"Stallion!" she hastily corrected. "Haha, slip of the tongue."

The couple did not seem convinced. "There somethin' you wanna tell us, Rarity?" Applejack asked, her lopsided smile seeming all-knowing.

"No," she said, her own smile feeling too wide and too false, "I like stallions. That's... that's just a thing one knows."

"I guess," Applejack said, "even when I was real small I guess I kinda knew I was into mares."

Rainbow shrugged. "I just thought that's how everypony was. It was really weird at the time to find out that most ponies just pick one or the other and stick with that." She cocked her head. "Actually, that's still a little weird," she said with a smirk.

Rarity mused on their responses for a moment, how quickly they spoke, how clean and simple they were. They barely needed to consider, the answers just came.

"And..." she began, without a real concrete end to her sentence in mind. Both Rainbow and Applejack looked at her, expecting something more.

Although it must have only been a few seconds, the silence seemed to stretch on forever, her hanging unasked question filling the gap in conversation. She took a breath and pressed on, unable to stop down the path she had started upon.

"...Suppose you were... confident in your choice, let's say, but there was always a little part of you that... wondered, just a little?"

She looked back and forth between Applejack and Rainbow Dash, who watched her with unblinking eyes. She could practically see the gears turning in their heads, the subtle dawning realization that she was not strictly speaking in completely hypothetical terms. Both of them had become very quiet and still. The whole room, the whole night, suddenly seemed quiet and still, as if everything waited with held breath to hear the answer.

At last, Applejack spoke. "I think I'd wanna know." Her voice was low. Throaty. "I'd wanna find out for sure."

"Yeah," Rainbow agreed. It felt like she was speaking much slower. "You might really be missing out on something."

"And if I were to... experiment," Rarity asked, "is there any special quality I should look for in the partner I experiment with?"

It felt like the three of them had drawn closer together, like magnets quivering and ready to snap together. Applejack and Rainbow felt too close to her. Or maybe it was just close enough.

"I'd look to somepony you trust," Applejack said. She licked her lips

"Like a friend," Rainbow said as she inched forward on the bed.

"Like friends..." Rarity echoed.

Applejack kissed her first. She was gentle, yet forceful, and she smelled of Rarity's shower. Kissing Applejack was not so much unlike any stallion she had ever kissed, at least in terms of physical sensation, but that she was not a stallion, that she was one of Rarity's closest friends, and furthermore that she was Applejack caused her heart to pound in her throat and her breath come in gasps. All these things she had never done until just a few moments before whirled and collided in her head, a mass of had nevers: had never kissed a mare, had never kissed such a close friend...

And as Rainbow Dash touched the side of her muzzle and drew her face closer, she added another -- had never been intimate with two ponies at once.

What surprised her most was how different Rainbow's technique was from Applejack's; where Applejack's kisses were long, driven by her pressing inexorably closer to Rarity before breaking for air, Rainbow's were short and intense, fierce and plentiful. She would draw back with her eyes open, as if to keep checking that this was all still okay with Rarity (and it was, it really, really was), and she stroked Rarity's mane just above her ear in a gesture she found both uncharacteristically sweet and deeply, deeply erotic.

She switched back to Applejack, then again to Rainbow, then again, then again, losing track of who she was kissing. Tongues pressed into her mouth, clashed with her own, the combined tastes coating her lips. That she could taste the subtle differences between her friends -- sweet and spicy like cinnamon for Applejack, sharp and and strange like night air before a storm for Rainbow -- was something Rarity marveled at, until Applejack brought her out of her internal reverie by biting lightly on her lower lip. The sensation of something hard against her lips was quickly replaced by the soft velvet of Applejack's tongue, and Rarity felt more than heard a noise come from deep in her throat, a mixture of a moan and a nicker that was terribly unladylike.

At some point she was led onto the bed, Rainbow draped over her and touching and caressing everywhere she could with her hooves and wingtips and tongue, surprisingly gentle with all three. To think of it, feathers would seem ticklish, and one feather alone may have been, but Rainbow brushed the ends of her wings through Rarity's coat, the tightly-packed feathers feeling to her as if she was being stroked by the wind, little eddies and currents dancing all over her. Her touches, too, were similarly light, like Rainbow was afraid she might break, or worse, be offended; to show there was a time and place for the rules of proper etiquette and one of those times was certainly not now, she placed her hooves on either side of Rainbow's muzzle and drew her into a deep, soulful kiss. Rainbow responded by grinning and grinding her whole lithe taut body into Rarity, their coats meshing, Rainbow's weight pressing down on her, heat radiating from both of them.

Rarity drew her head back to take a deep breath, half-hanging off the side of the bed, when she became locked into one of Applejack's insistent kisses. She sighed softly, an incoherent vocalization matched by Applejack, and Rainbow's weight shifted on top of her. She pressed her lips to Rarity's neck, down along her ribs, across her stomach, upon her open thighs, down and down and down, each kiss punctuated by a wet mark made by Rainbow's tongue that felt deliciously cool when she took her mouth away. When Rainbow finally licked over Rarity's swollen folds, her tongue both hard and pliant, rough sandpaper and smooth silk, Rarity moaned into Applejack's mouth.

"Yeah," Applejack murmured, not completely breaking contact with Rarity's lips, "you like that?"

Rarity's only response was to gasp.

Having another pony use their tongue on her was not quite another had never -- Rarity had found many if not most stallions open to the idea -- but Rainbow certainly was the most enthusiastic partner she had encountered. She buried her muzzle between Rarity's hind legs, licking long and deep inside of her before returning to the hard bud of her clitoris. The sounds Rainbow made would have bordered on obscene at any other time, loud and lusty smacking noises, but they only served to make Rarity feel more wanton, to want more, more, more, and she sank a hoof into Rainbow's short mane and was rewarded with the low murmur of Rainbow chuckling, sending vibrations all through her marehood. It crossed her mind that Rainbow used her tongue on Applejack like this, and as Applejack's own tongue darted and probed at the edges of her mouth she felt herself grow tense, everything the whole night had been building towards spilling over, and when she shuddered as she climaxed like a crashing wave, her cries of release stifled by Applejack's kiss, she checked off another had never: had never reached completion so quickly.

Her body sank and her head lolled back. She suddenly felt warm, sticky and covered in sweat, but a good kind of sweat that spoke of purpose and something accomplished. The musk of sex was in the air, too, masking the familiar scents of her bedroom. She opened her eyes, expecting to see Applejack, but she had moved to sit on the bed. Rarity felt a tickling on her cutie mark, and she shifted to prop herself up. Rainbow was lazily stroking her flank, a self-satisfied little smirk on her face. Her ordinarily messy hair had a new twist in it from where Rarity had grabbed her.

"So," Applejack said.

Rarity turned her head to face her. Applejack was half-reclining, holding herself up with a foreleg.

"How was that, sugarcube?" she asked with a sultry grin.

Rarity pounced on her.

Normally she might have been satisfied, but this was not a normal night. If she was going to experiment, she was determined to get the full range of experiences, and that meant giving as well as receiving. She kissed Applejack with renewed ferocity and passion, driving her back into the pile of soft pillows, mounting her, running her hooves through her mane, touching all over her body. She explored her friend, her knots and ridges of muscle, her coat, rough and coarse from working outdoors but fresh and clean from Rarity's treatment in the shower, her mane that smelled of clear skies and open fields, her full willing lips. Applejack encouraged it, urging her on with pants and soft sighs, kissing her here, stroking her there, guiding her with a hoof over her own. She felt not unlike some stallions Rarity had lain with, rugged and broad-shouldered, but there was no denying how feminine the pony beneath her was, and when Rarity's hoof strayed down towards Applejack's stomach the lack of a shaft was especially apparent. There was no sheath, no throbbing member, nothing but smooth pelt all the way down to the cleft between her hind legs. Something about that thought -- of the familiarity of such a blunt and obvious symbol of masculinity, and finding it absent -- sent a shiver right through Rarity, like she was doing something she shouldn't be but had made up her mind to do it anyway. She stroked the inside of Applejack's thigh, marveling at how familiar the territory was yet how strange it was to be a touching a pony that was not herself.

And then she looked into Applejack's eyes, her big green eyes filled with trust and reassurance and unbridled want, and she slid her hoof between Applejack's legs.

Her sharp intake of breath was more arousing to Rarity than it should have been, the way her mouth pulled to the side, the way she relaxed into Rarity's touch. Rarity stroked along her labia and found her slick, and the thought that she had caused Applejack to become so wet, her touches, her kisses, her body, it clouded her rational and ordered mind with a surge of lust. She fell upon Applejack, a tangle of limbs and frantic lips, no longer holding back and assessing every aspect of the situation, only wanting for Applejack to feel as good as she had earlier. The only sensation became Applejack's warm body pressed beneath her, the only sound her ragged breathing in her ear, and when she stiffened beneath her and exhaled a hot breath into her neck, a groan that was both effort and relief, a smile of accomplishment bloomed on Rarity's face. She had caused that. One more had never.

"Wow," Rainbow Dash said, causing Rarity to twitch a little. She had half-forgotten Rainbow was at the other end of the bed.

They both turned their attention to the pegasus, shifting and scooting and disentangling. Rainbow had propped herself against one of the posts of Rarity's bed and made absolutely no effort to hide the fact she had been playing with herself.

"That," Rainbow said, "was hot."

"Seems you thought so," Applejack said, eying Rainbow and her spread legs. "Sorry 'bout leavin' you out like that."

"Wanna do something about it?" she said, grinning and pulling her hoof away to reveal her sex.

"I'd love to," Applejack said.

She began to crawl to Rainbow's end of the bed, but Rarity moved in front of her.

"We," she said, feeling unstoppably bold, feeling drunk.

Rainbow's eyebrows shot up, and she looked back and forth from Rarity to Applejack before nodding slowly.

They both approached Rainbow at the same time, Applejack kissing her first, then Rarity. Applejack stroked the strong muscular parts of Rainbow's wings, pulling her around so her back rested against her chest and she had easy access to each unfurled wing. Rarity, meanwhile, licked her way down Rainbow's chest in an imitation of what she had done to her earlier, suddenly very interested in the difference between Applejack and Rainbow's forms. All of Rainbow seemed to be packed in tight, a lean package designed to be aerodynamic that resulted in a never-ending supply of smooth contours for Rarity to run her tongue along. When she would reach a new area, Rainbow would make a noise halfway between a gasp and quiet laughter, twisting coyly away from her touch a little before relaxing back, and Rarity had to wonder just how sensitive the pegasus was.

"If'n you don't hold still," Applejack murmured from above her, "I'm gonna make you hold still."

"Make me, then," came Rainbow's response, a challenge that all three ponies knew Applejack would take up.

Applejack's forelegs flashed to encircle Rainbow's, holding her tight and pinning her close. Rainbow bucked and twisted a little, first seeming for show and then to really test herself against Applejack's strength, and when she found herself lacking she stretched back to lick the side of her fillyfriend's muzzle, and smiled.

"Okay, alright. You got me. You can let me go now."

"Uh-uh," Applejack said, giving a naughty smile that Rainbow couldn't see. "I ain't gonna let you go until Rarity's had her way with you."

Rarity had been silently watching the interplay between the couple, more than a little curious about the dynamic of power in their relationship, but to hear her name mentioned, to suddenly be thrust back to reality, it made her skin prickle in a warm flush. She looked at their faces, both expectant and urging her on in different ways, and she found herself slipping into the role she was meant to play.

"That's right," she said in a prim, no-nonsense tone. She reached up from her prone position to kiss Rainbow, cradling the side of her face, and felt Applejack lightly brush against her hoof. As she drew back, she saw Rainbow was giving her a mischievous grin. "So be good," she added.

"Yes ma'am," Rainbow said, and she giggled.

Rarity's mouth quirked as she thought of just what would rob the cocky smile from Rainbow's face. Settling back down between Rainbow's thighs, she conquered one more had never: without warning, she ran her tongue up Rainbow's exposed slit.

The way Rainbow writhed and squirmed from the touch of her tongue made the new taste Rarity was experiencing not register with her for a moment. It was not bad, not good; it just was, like so many other parts of sex that had no analogues to other parts of life. But the noises Rainbow was making, the soft uhhs and mmms, the way she shifted her pelvis to more fully take advantage of Rarity's rhythms... that she wanted more of.

Her own words from before in the night, out of context, came back to her: an experience to be savored, not a chore to be rushed. And a wicked idea formed in her mind.

She purposefully slowed herself, drawing her attention away from licking Rainbow's button to planting soft fluttery kisses on her lips, causing Rainbow's bucking to become more frantic and erratic. Her noises of pleasure took on an edge of frustration. Finally, she heard Rainbow mutter, "C'mon," stretching the word out to a breathy whine, and Rarity paused to glance up at her, smiling with intentional sweetness.

"Something wrong, darling?" she asking, taking care to direct her breath to blow over the wetness between Rainbow's legs.

"Nnng, yes," Rainbow said, wriggling. "I wanna..."

"Want to what, Dash?" Applejack asked. She was still wrapped around Rainbow to prevent her from interfering, feigning just as much innocence as Rarity.

"I wanna come!" she moaned.

"Well," Applejack said, smiling, "I think we can help with that." She lowered her mouth to Rainbow's wing, giving it a soft caress and causing Rainbow to shut her eyes and draw in a sharp breath.

"Mm, I think we can," Rarity agreed, and she once again lowered her head.

The red of Rainbow's labia stood out proudly against her cyan coat, showing her arousal, her desperation. Rarity found the hood of Rainbow's clit nestled at the head of her folds with her tongue, applying soft and wet pressure to the area so in need of relief, and dimly heard Rainbow whisper some half-formed profanity. She stretched her hind legs, one of them coming to rest somewhere on Rarity's back, a weight that reminded her of where she was and just what was happening: that she, Rarity, was in her bedroom between the hind legs of Rainbow Dash and she had her tongue on the rigid bump of Rainbow's clit and could taste the telltale tang that said she wanted, needed to come.

Rainbow's breath came in loud steady gasps, a rising crescendo of hah, hah, hah. She moaned, a low, long noise that began somewhere deep within her and burst from her mouth. Rarity heard Applejack murmur into Rainbow's ear, encouragement too quiet for her to hear fully that became lost in Rainbow's building articulation. Strong thighs clamped down on the sides of Rarity's head as Rainbow came, filling her ears with the sound of her own rushing blood, but it wasn't enough to completely muffle Rainbow's cries, harsh and rasping and loud and unmistakeable as belong to anypony other than Rainbow Dash, as she arched her back into Applejack's embrace. Rarity gave her one final lick, relishing how Rainbow twisted her sensitive parts away from her.

She pulled herself up into a sitting position, her neck aching a little from the unfamiliar position she had been lying in. Rainbow was resting against Applejack, who was nipping at her ear. They both had their eyes closed, and for a moment Rarity watched them, watching the couple engage in a whole different kind of intimacy. Rainbow's chest rose and fell as she caught her breath. Beads of sweat sat on her temples, a content smile on her lips. Applejack was still holding her, but now supporting instead of restraining, a protector, a lover in every connotation of the word.

Rainbow was the first to open her eyes, and when she did she gave Rarity a sly grin.

"Hey," she said, "just kinda stay there. I wanna try something."

"Hm? What?" Rarity asked as Rainbow slid off the bed.

"Just... something. You'll like it." She cocked her head to the side, studying Rarity, then said: "Nah, that doesn't quite work. Could you... go sit with AJ, like I was?"

Rarity and Applejack exchanged a glance. Apparently Applejack didn't know what was to come, either. Rarity turned and slid backwards towards Applejack, half-laying against her, her head resting between her neck and shoulder. It felt nice, comfortable and secure, and even more so when Applejack wrapped a foreleg around her, holding her in place.

"'Kay, great," Rainbow said, and then she moved out of sight to the foot of the bed. Applejack murmured a soft "Oh" of understanding, and Rarity was about to ask what was about to happen when she felt it.

Rainbow's lips on her horn.

This was another had never; if there was a stallion out there who was both attracted to mares and willing to pleasure a unicorn's horn, Rarity had yet to encounter him. She had encountered a couple bold enough to use their hoof, a little, but no matter how open-minded and adventurous they claimed to be, in the end they all shied away from that particular method of stimulation due to their subconscious hang-ups.

Rainbow Dash had no such problems. She licked and sucked on her horn with gusto, sending ripples through Rarity's entire body. The feeling was wholly different to anything sexual she had ever experienced before; she had read lurid romantic novels that spoke of electric touches and sparks of pleasure and had dismissed it as purple prose, but this did feel a little like lightning, raw and sudden and unpredictable, and very, very powerful. It made her skin tingle, her coat bristle. Her heart beat hard, the echoes of its pulsing felt in her ears, her throat, her vulva. Her nipples stood to attention and she could feel herself becoming wet, all within the space of a few short breaths.

"Oh, my!" she exclaimed without meaning to, squeezing her thighs together and pushing back against Applejack. Rainbow chuckled, which, with her horn still in her mouth, caused her to moan.

The orgasm that was building in her felt like a completely different beast. Normally it would be a very simple affair -- if whatever was hitting the right spot kept hitting it, then things would build to a natural conclusion. This felt not like a slow build but a sudden jump to the final stages, an express shortcut to needing release, yet it felt as if she would never get any closer with just the wetness and warmth of Rainbow's mouth on her horn. If she had thought she had frustrated Rainbow earlier, then this was a very special kind of sweet torture. Time lost meaning; it could have been seconds or minutes or hours that she was lost in this pleasurable fog. Her body didn't want to respond. She became became lost in the sensation, and it felt like a long time before she realized that the distant voice asking over and over please, please, please was her own.

Dimly, she felt the hoof holding her around her midsection move, traveling to find her nipples, hard and aching with that same impossible electricity. When Applejack's rough hooves came down on the sensitive area, Rarity's eyes went wide and she drew in a deep breath. That was what it took to tip her over the edge.

She screwed her eyes shut. She bit her lip. The gap in time between when she knew with utmost certainty that she was going to climax and when the rumbling wave of pleasure hit her, the thunder to the lightning, seemed like whole minutes. White stars bloomed before her closed eyes. She shook and trembled, drawing up into a ball, her mouth open in a silent shuddering cry.

She had never felt anything so intense.

Rarity's head dropped back against Applejack. She could feel her whole body moving as she breathed. All of her felt warm, aching like she had just run for miles, pleasant but craving rest. Rarity opened her eyes and found Rainbow Dash looking at her with a curious mixed expression, a little impressed, a little stunned, and she couldn't tell who it was with, Rarity or herself. Perhaps both. In that moment she suddenly felt like she was looking at Rainbow through Applejack's eyes, because she too could see what Applejack saw in her, not just physically but emotionally also. Rarity leaned forward and kissed her, not a kiss of hungry passion but something soft and tender. She turned back and kissed Applejack, too, a gesture of love that would have felt strange and out of place at any other time.

"Thank you," she whispered.

Applejack smiled and shook her head. Her mane, normally tidy and held back, swayed free around her shoulders. She pressed her muzzle to Rarity's cheek. "No problem, sugarcube."

Rarity let herself sink down onto the bed, feeling completely spent. Rainbow lay next to her, and Rarity snuggled in close to her as Applejack settled on her other side. Rainbow draped her wings over both of them. The feeling was soft and light, much better than any cover would have been with three bodies pressed close together.

"So," Rainbow said after the trio had shared in the comfortable silence, "what'd you think?"

"Of what?" Rarity asked. She had been halfway to sleep, her thoughts drifting.

"Y'know, your first time." Rainbow nudged her with her whole body.

Rarity laughed. "It was quite something." She kissed the tip of Rainbow's nose. "Something worth repeating, maybe," she said with a wan smile. "Is this something the two of you ever thought of doing?"

"We talked it over once or twice," Applejack said, "not with any seriousness, mind."

"Not about any of our friends, either," Rainbow added. "Just, like, some anonymous pony we wouldn't see again."

Her words hung in the air for a moment before Rainbow realized just what she'd implied.

"I mean...!" she started. "Not like we're not gonna--" She looked at Rarity, unsure of what to say.

"Shh, it's okay," Rarity said, nuzzling Rainbow's cheek. "Tonight was... well, tonight was something very special. And no matter what happens tomorrow, or the day after that, or the days after that, I wouldn't want tonight taken away."

"Mm, that sounds good to me," Applejack said. She reached over to brush the side of Rarity's muzzle with her hoof.

"Me too," Rainbow said, laying down her head and closing her eyes.

Rarity did the same. It seemed like a good place to end the night.

Sleep was especially easy to find.

-/-

Rarity awoke to the sounds of activity in her kitchen. For a moment she thought she had forgotten a scheduled visit from her family, and then the memories of last night came back to her in a rush. Smiling to herself, feeling like a different mare -- perhaps not a difference the rest of the world would see, but one she would know in her secret heart -- she rose from her empty bed and headed for the stairs, pausing to don the robe that hung in the bathroom.

She came upon Rainbow watching a pan on the stove, and Applejack close to her looking over her shoulder. Rarity hovered in the doorway, neither member of the couple having noticed her.

"You gotta get all the way under 'em," Applejack was saying.

"Like this?" Rainbow asked. She poked at something in the pan with a spatula held in one wing, and it hissed at her.

"Yeah," Applejack said, "and then you... flip 'em, real quick." She demonstrated the required speed with her hoof.

Rainbow went quiet, concentrating on her task. Then she flicked her wing, and jumped back into Applejack as the contents of the pan sputtered.

"Hah!" Rainbow exclaimed. "I did it!"

Applejack reached around to kiss her. "Knew you could, hon."

Rarity stepped into the room, suddenly feeling like an intruder, like a voyeur, by waiting silently.

She switched on her coffee maker with her magic. Applejack turned her head in her direction. "Mornin', Rarity," she said. "Hope you don't mind us borrowin' your kitchen like this."

"No, it's quite alright," she said, sitting at her table.

"Want some eggs?" Rainbow asked. "They're sunny-side down," she added, looking proud of herself.

"That's okay." She smiled.

"Sure?"

"Yes. Actually, I was thinking of fetching something from Sugarcube Corner."

"But not right away, right?" Applejack asked, taking the seat opposite Rarity.

"No," she said, "not right away."

Rainbow sat beside Applejack, balancing two plates laden with eggs. Applejack took hers and stole a kiss from Rainbow, who stroked the tip of her fillyfriend's ear with a feather.

Rarity smiled at them both, magically floating her coffee to her place.

There was still a little time left before the day began for the three ponies. They spent it around Rarity's kitchen table, friends.

Author's Note

There's two really cool and sexy things you should be made aware of, if you aren't already. I'm assuming most people are, but just so nobody's left out or anything, I'll bring them up. The first is "When the Levee Breaks" by Led Zeppelin, this story's namesake and a song that is all kinds of goddamn. The second is HoofBitingActionOverload, who gives excellent advice on writing dirty stories about cartoon horses.