Are You Happy to See Me or is There an Apple in My Butt?
Dusk Shine Gives a Lecture

A stallion on a mission.

With a gaze full of fire and steel.

Not even the deepest, darkest horrors of Tartarus could have stopped him.

These were words one would have used to describe Dusk Shine as he pulled Applejack and Rainbow Blitz through the Ponyville Market Square. However, words were definitely not said as nopony was dumb enough to talk to a pissed-off stallion that could lift ursa ~~majors~~ minors.

"Oh wow! Are you guys gonna have a party?!" a pink, dumb-enough pony yelled as he literally exploded from Sugarcube Corner. He landed in a heap in front of Dusk Shine causing him to jump back dropping Applejack and Blitz.

"Whoa! Bubble Berry! That was awesome!" Blitz admired the remains of a smoking cannon hanging from the window above them. Debris of glass and wood sizzled around them from the window above. "You totally exploded from the second story!"

"Just getting some kinks worked out of the new Party Cannon MK. III! It's shown some pretty 'explosive' results!" Berry paused to giggle at his own pun. "Thanks for Mechanical Machines and Contraptual Concepts, Dusky, it's been a really great read!"

"Berry, if ya'll don't see me again, tell Missy Mac she was the best big sister I'd ever had and-"

"I didn't say you two could TALK!" Dusk interrupted with a stomp of his forehoof. The cobblestone below his hoof shattered and crumbled as he ground his hoof into it. Blitz and Applejack scooted back a bit.

"Aww, you seem a little cranky-wanky, Dusky-Wusky, like more cranky-wanky than usual." Bubble Berry was quick to invade Dusk's personal space. "Does somepony need a huuuug?" Bubble Berry asked with a sing-song voice. The smell of burnt fur made Dusk cringe as Berry delivered his usual 'cheer and light-hearted obliviousness' package by hugging Dusk before he could respond.

"No thank you, Berry." Dusk pushed Bubble Berry away. "We're not having a party. I'm administering royal punishment." Dusk wiped away black soot that Berry had left on his hug-zone.

"Well, I got destroyed yesterday. How bad could royal punishment be?"

"NO TALKING!" Dusk responded to the stupid question. He flicked his horn and surrounded Blitz's muzzle with a glow of purple light. A zipper appeared in a puff of smoke on his lips and pulled itself together, muffling his protesting to murmurs. Applejack preemptively sucked his lips inward and bit tight to hold back the urge to say anything.

"Oooh, that sounds pretty important! Can I help?" Bubble Berry asked as he shook himself clean of the burnt remains on his coat and mane.

"Sweetie, what's that smell? Is tha-a fire! Oh dear, Solaris! Honey, get the kids! Bubble Berry, there's a fire! Call the Fire Department!" A stallion's panicked voice rang through Sugarcube Corner with the sound of galloping hooves.

"On second thought, I think I need to clean up my toys before I go play outside," Bubble Berry said sheepishly and bound back into Sugarcube Corner. "I got the fire extinguisher!"

"Uhh, shouldn't we help them?"

Dusk flicked his horn and another zipper replaced Applejack's mouth. The pissed-off prince ruffled his wings and with another glow of purple resumed dragging Applejack and Blitz towards the palace on the other side of Ponyville.

After about half an hour of awkward stares and raised eyebrows, they were inside the new palace formed outside of Ponyville. It had been a couple of years, but it still held that fresh magically sprouted from the ground by the power of harmony and friendship scent. It was similar to lemons. Dusk shine trotted towards the main throne chamber with the six thrones of harmony carrying his two now sleeping friends in his magic.

"Barbra!" Dusk Shine yelled.

"Yeah?!" A young feminine voice responded. The sound of scampering feet followed shortly.

"Come over here!" Dusk Shine reached into a box on the left of the room and pulled out a brown bag and a large black tome.

"I'm coming!" a small purple dragon with soft green spines jogged into the main hall.

"Barbra, here's your allowance. You've been a good assistant this week so take the rest of the day off and go have a sleepover at Elusive's or something. I need the palace to myself for the rest of the day." Dusk Shine dropped a small sack of coins into the dragon's claws.

"Whoa, this has to be double my normal allowance!" She weighed heftier than usual sack by tossing it in place. "Do you need me to do anything before I go? Like take these bozos outside?" She pointed to the sleeping Applejack and Blitz.

"No, no, I'll handle them. Now go out and have some fun." Dusk Shine pointed towards the exit with a smile.

"Umm, okay, thanks a lot." Barbra began to turn around, but paused. "Wait, what are you going to be doing?"

"Uhm, whatever do you mean?" Dusk Shine's composure slipped slightly and it was all Barbra needed to see.

"You've got something sneaky planned, don't you?" she asked.

"I don't know what you're talking about. I'm going to be performing an experiment with Rainbow and Applejack." Dusk Shine may not have been the element of honesty, but his poker face was far from decent as Barbra's green-eyed stare pierced Dusk's miserable facade.

She smirked, "Okay, but you don't mind if I ask for a little more time off tomorrow do you?" Her smirk transformed into a predatory grin. Dusk could see it in her eyes and understood he was now at the mercy of a 13 year-old.

"Yes, that's fine! Now please let me get to work."

Dusk Shine raised an ear as he withdrew a purple tome from the box. He listened to the the patter of feet on crystal floor and mischievous giggles become quieter and quieter until the slam of the palace door brought a wide grin to his face. He turned his attention to the two ponies laying in the center of the room. "Aww, the poor babies fell asleep," he said sarcastically. He pulled a candle on the right side of the room like a lever. The sounds of rotating gears and metal on metal emitted behind the bookcase in front of him.

"..."

The bookcase remained in place, while the wall had clearly rotated away from it. Torch-light flickered behind the bookcase, illuminating an otherwise dark, winding stairwell. Dusk put a hoof to his face. "Okay, maybe I should have adhered the bookshelf to the rotating wall after all." With a shrug of his wings, he stood by the two sleeping ponies, and they disappeared as Dusk released a bright flash of light from his horn.

A soft, groggy moan reverberated in Rainbow Blitz's throat. He could feel his a rolling sensation traveling across his lower regions. He was definitely erect and could guess he'd been stiff for a long time. His balls were caressed and gently squeezed. He could feel cool air on his stallion-hood as pre-cum was slowly rolled back and forth by some force. He twitched and thrust his hips a little, but there was no warmth of lips or hooves. He slowly lifted his head to look around and blinked his eyes, but noticed everything was black.

"Am I blind? Oh crap I can't see!"

"No yah dern idjit-Oh Damn!" Applejack was interrupted by a wave of pleasure but continued, 'Y'all got a blind-fold over yer eyes."

"Oh." Blitz tried to lower his hooves to take the blindfold off but realized that he was hanging by his forelimbs. The soreness of his hooves told him that he was still in the hoof-cuffs from jail earlier this morning. He struggled to move around and felt his lower hooves were tightly chained down. Dangling in mid-air with a hard-on, Rainbow Blitz did the one thing he was really good at and realized that his wings were also bound tightly to his midsection with more chains. He shook and wriggled, but the laughing clinks of metal chains left him defeated. Rainbow Blitz decided to use the other thing he was really good at.

"AJ, I think I'm stuck, a little help?"

"Sorry pardner, but I'm stuck too."

Blitz felt somewhat helpless. Maybe if he struggled hard enough, he could break these cuffs, but the patient stroking motion grew tighter and faster causing Blitz to moan in surprise. He tried to move his hips to pull himself away from the sexual hold, but could not shake free of its tight grip. His penis was completely locked in place. Another force pulled downward on his balls, causing his legs to cross involuntarily. A mixture of pain and pleasure arose as his testes were held tightly and tugged and then released, only to have the entire process repeat itself. A squirt of pre-cum hit the ground below as the forces on his body became more aggressive. A series of grunting and panting sounds to his right gave the impression that Applejack was suffering a similar fate, but Blitz's train of thought was quickly derailed again as the entity attacked his cock head by rubbing in tight quick circles. It was driving him crazy as he desperately thrust his body to feel no warmth or pony behind it. He could feel his body coiling up and his balls aching to release as his climax neared, but right before the sensation of release he stayed there. It was a hellish pleasure. His body twitched all over, waiting for the delicious signal of orgasm. His hooves curled up and tongue was bit tightly. He tried to thrust his hips again, but he still locked firmly in place as the carnal forces worked on his sex. He was stuck in sexual twilight.

"Aaaaaah, AJ! I'm so close, *pant* but I can't cum!"

"Me *grunt* tooo, uhh!"

The grunts and moans of two horny stallions echoed in the room, but then a set of hooves clacking against the ground and a laugh began to grow.

"I see you're enjoying my punishment." Dusk Shine's voice had taken a dark, commanding tone. "I hope this will be a good lesson for the both of you." The forces on both of their sexes grew even stronger, causing them both to moan in pleasureful agony. "It's a combination of spells I've discovered." The sound of a tome hitting the floor and ancient paper sifting filled the room. "I'm not going to explain all the technical details. It would be lost on someone not experienced in Magic Theory, but I'll simply tell you. You're not going to come until I say so." Dusk re-enforced his statement by adding another sensation around the rim of Blitz's rear entrance. "So I hope you learn something from this." And the force plunged deep into him.

Blitz gasped deeply as another thick jet of pre shot out of his throbbing, stallion-hood. It was too much as his tongue lulled out of his mouth. The force in his rear, while no-where near as big as Applejack, glided forcefully and pushed his entire body upward every thrust with more power than Applejack. Every ram into his ass drew a girlish moan from his throat and a squirt of pre from his cock, but he continued to be stuck at the edge of orgasm.

"Aw, is the poor baby going to cry?" Dusk Shine mocked, watching tears roll down Rainbow's blindfolded face.

"I'm, I'm not-! Oh please let me cum Dusk Shine!" he bawled back.

"Mmm, maybe. Applejack is being such a good boy, accepting his punishment."

"Let us both cum! I don't care! Just stop, please please-ooooooh!-please!"

Rainbow Blitz felt his restraints loosen and the forces leave his body. He then suddenly fell to the ground. He took off his blind fold to see Applejack was released and had done the same.

"Maybe if you entertain me enough, I might let you cum. Applejack, show me how you work that huge cock."

Before Rainbow could steady himself, an orange train bowled him to the ground on his back. Applejack was burning hot and smothered Rainbow with molten hot kisses and licks. His sweaty musk alone sent Rainbow's eyes rolling back as AJ made a trail of saliva down his lips, neck, chest, stomach and inner thigh. He returned to his normal path by dragging his tongue up Rainbow's pink shaft, finally giving him the warmth he'd desired as he shot another squirt of pre. Applejack wrapped his lips around Blitz's cock flare and swirled his hot tongue on it, slipping to the center and pushing in the piss slit, until Blitz screamed. Applejack quickly released his flared cock and shoved his muzzle between Blitz's toned cheeks. AJ buried his nostrils in Blitz's balls, sucking in the musk of sex, and pushed his tongue far inside of Blitz's rear, lubing it with copious amounts of saliva. Blitz was beyond his limit and laid limply as he endured all the pleasures forced into him. AJ retraced his love trail back up to Blitz's lips and pushed his head into AJ's for a long, sloppy kiss while positioning his cock on Blitz's gasping tail-hole.

Dusk Shine's eyes widened as AJ pushed the entirety of his cock into Blitz. Blitz limply wrapped his legs around AJ trying to pull him deeper and closer as his rear contracted around the burning-hot intruder trying to do the same. They both moaned into each other's lips and AJ quickly picked up his pace. Blitz could feel hot spurts of pre on his anal walls as AJ's desire to release his hot seed grew more intense. AJ broke their kiss, a long bridge of saliva breaking from each other's lips and pushed up Blitz's hips higher so he could ram his stallion-hood faster against Rainbow's slick inner walls.

"D-damn it, Dusk! Let us c-cum! This is just too much!"

Dusk had to admit. The primal sex unfolding before him was extremely entertaining. His wings were fully erect and so was his stallion-hood, but that alone would not be enough for their punishment. "No, I don't think you've earned it. In fact, I think I should just leave you like this until next morning." Dusk began to pace in circles, "You two just don't get it. The way that little scandal out there could have cost Prince Solaris' reputation. I am the royal protege of Prince Solaris. You are two of my closest friends. So important to me that the bond we form is a primal force of magic known as the Elements of Harmony. If the public were to figure out that part of the key to saving Equestria were two gay colts that just fuck each other's brains out in public!." Dusk's eye twitched and stroked his tail. "Prince Solaris would have to disown me! He would revoke my crown and lock me away in a dungeon on the moon! He would-"

Before Dusk could continue Applejack tackled him to the ground. "RB! Help me out!" Applejack called out to Rainbow. A purple light began to glow from Dusk's horn, but Applejack quickly wrapped his mouth around it and suckled hard. Dusk's eyes crossed and moaned at the wet sensation wrapping around his horn, easily losing his concentration and dropping the magic gathered. Dusk limply tried to push Applejack away, but his Earth Pony genetics were way too heavy.

Rainbow refocused his eyes and regained enough sensibility to shamble over to Applejack. "But my dick hurts."

"Don't give up on me now, Blitz." AJ paused to push his mouth all the way to the base of Dusk Shine's horn, swirling his tongue on every groove before coming back up. "If we're gonna come, we need to fuck Dusk Shine until he can't hold that hex on us anymore."

"How'd you figure that out?"

"I don't know. I just want to shut him up, and I'm horny enough to fuck his ass."

"Sounds good to me. Wait, damn it, his dick is bigger than mine too."

"Shut up and suck'm dry!"

And with a second wind Blitz hungrily dove down on Dusk's larger-than-his stallion-hood. Dusk was not as thick as Applejack, but just as long. It was somewhat regal and elegant, though black and not pink like Blitz's. Blitz could feel Dusk's pounding heartbeat through his flesh as Blitz's lips glided down it's length. He rolled his tongue all around, lapping at every inch to savor that feeling of hot cock in his mouth. Dusk tried to cover his mouth with his hooves, but the moan was still audible through his throat. Blitz only made it about halfway, reaching Dusk's medial ring, before gagging and retreating to the tip.

Applejack got an idea and pulled Dusk's back on top of his chest. He resumed sucking and licking Dusk Shine's horn from behind him, but started applying pressure to Dusk Shine's black tail-hole. Rainbow saw what AJ was attempting. AJ's monsterous cock was too big for such a fresh hole, so he and added his tongue to the mix. He rolled it along the underside of AJ's throbbing cock until he reached the rim of Dusk Shine's ass. Blitz traced the sides of the hole, making them slick and moist and then pushed his tongue in.

"Fuck!" Dusk Shine burst out.

Blitz and Applejack grinned and Blitz pushed deeper while Applejack pushed harder. Blitz's tongue danced between AJ's cockflare and Dusk's tailhole. Both giving moans of approval, before AJ's entire head penetrated causing Dusk to cry out in pleasure.

Blitz got a wicked idea and shoved his cock between Dusk's open lips. Dusk's sex addled brain was lost in pleasure and he accepted the stallion meat that forced its way onto his tongue. Blitz let out a deep sigh as Dusk's warm mouth swallowed and sucked at his length. Blitz then leaned over, putting his light pegasus weight on Dusk and Applejack, and wrapped his lips around the prince's cock. Blitz bobbed his head on Dusk's meat and thrust his hips into Dusk's mouth. His balls bouncing on Dusk's nose, filling Dusk with the musky scent of sex.

Applejack continued to push into Dusk's tight entrance. The lubricant provided by Blitz helped make it smooth, but it still required a lot of effort as Applejack felt his cock push more of Dusk's innards around. Dusk's walls constantly squeezed and pushed at the invader, but every relaxation of his tail-hole muscles the cock pushed in deeper until he reached the hilt. AJ slowly retracted himself until the tip and filled Dusk up again. Dusk moaned into Blitz's cock and squirted a salty load of pre into his mouth. Blitz watched AJ's giant cock quickly build up in pace, reaming Dusk's ass. His balls flapping up and down as the force caused his entire body to quake.

Blitz could no longer feel Dusk's tongue or lips on his member and turned to see his eyes crossed and rolled back. Blitz smirked and got off of Dusk as another wicked idea struck him. He re-positioned his slicked cock and placed it by the ramming piston of Applejack's. Applejack looked over and saw Blitz's grin and stopped. Dusk came to a bit and noticed he was only having his horn sucked when he felt two pulsing stallion-hoods on his tail hole.

"W-wait! I there's no w-AH!"

Blitz could feel the twitching of Applejack inside the far too stretched walls of Dusk Shine as they both pushed themselves until they're balls were rubbing against each other. They both flexed inside of him, drawing a whimpering moan. Blitz pulled himself back, grinding the underside of his cock against AJ's, and pushed himself back inside. AJ did the same at the opposite time, making an engine of raw fucking as they worked to build up speed. They ground themselves back and forth against each other as hard as they could, using the soft walls of Dusk's ass to hold them together.

"Oh Solaris, stop, please." Dusk cried.

"Can't. Stop. Until. We. Cum," Blitz replied. Each word accented by a powerful thrust, that forced more pre from Dusk's leaking cock. Applejack nodded to Blitz as they picked up their pace. Blitz used his flexibility to bend over to suckle and roll his tongue on Dusk's cock head while continuing to fuck him, while Applejack deepthroated Dusk's long horn, bobbing his head in rhythm to his thrusts. Heated sex covered Dusk's entire body. Sweaty bodies ground against him and pleasured every angle.

"Holy fuck, I'm coming!" Dusk screamed as jets of hot milk struck the back of Blitz's throat. He quickly slurped and sucked as much of Dusk's pent up balls contained, guzzling pint after pint. Dusk thrust his head upwards as his horn glowed bright white and fired raw magic into the ceiling.

Blitz and Applejack slowed to watch the the amount of raw power flying from Dusk, but then felt a strange sensation lifting off of them before their cocks violently released their loads into his Dusk's broken tail-hole. They cried out in the intense pleasure of finally achieving release. Both of their seed mixing together and over flowing onto the floor. A huge pool of stallion milk drenching AJ's legs. Blitz's legs collapsed on top of Dusk as Dusk's last spurts of hot jizz spread itself between their chests. Dusk finally stopped screaming, with the last of his magic sputtering from his horn and collapsed back onto Aj's chest.

Blitz leaned over Dusk to kiss Applejack and said, "Totally not gay."

"Whatever, sugarcube," Applejack responded with a smile and pulled him in to deepen the totally-not-gay kiss.

"Aww, you guys did have a party with out me."

"Huh?" Both AJ and Blitz looked around for the source of the sound.

"If you guys wanted to have a party just for three, I would have been okay if you just told me," Bubble Berry said with tears in his eyes. "But lying to your friends isn't very nice, especially when one of them is supposed to be the element of Honesty," He said as he walked down from the stone stairwell. Bubble Berry's main was flat and dull, unlike the bouncy bright pink fuzziness it usually was. "Don't worry though. I know exactly how you can make it up to me." His tone lowering with every word, but with an ever widening grin. "I know you'll love every bit of it," He whispered into Blitz's ears as he pulled out the slightly burnt copy of Mechanical Machines and Contraptual Concepts. In a flash, Berry bashed him over the head with it with a loud thump, then Applejack, and finally Dusk Shine. Bubble Berry tapped their heads to make sure they were unconscious. Feeling they were out cold, he dragged their limp bodies up the stairwell one-by-one and whistled casually as he worked.

"Don't worry, you'll see what happens next chapter. When you learn not to cross Bubble Baxter Berry."

Author's Note

Thanks for the words and the thumbs (for a first time fic, getting more green than red is great to me). I'll keep working at not sucking and figuring out how to be funny and sexy. I hope this is better. I pushed the comedy and sex further apart so it could build and not be interrupted all the time by a cheap gag. Though I feel the threesome was pretty clumsy in third person. I might stick to first person for the next chapter as it's pretty obvious there will be more group sex. I know there are great ways to do it, I'm just not good enough yet. Criticism is encouraged as always