The room throbbed, waves of sound and magic rattling every surface. The speakers bounced outwards as wubs knocked the plaster off the walls of the basement of Sugarcube Corner.

But as familiar as the potent bass was to Octavia, the upper register was home to a sound totally beyond her experience. She had overheard snippets of their practice, but even so, the Canterlot mare couldn't help but stomp her hooves to the beat, and watch, enraptured, as James played his fiddle.

The instrument screeched and moaned; the speakers boomed and shouted. It let out anguished cries to the heavens; they expressed their ecstasy to the earth. Octavia felt her eyes water.

I have to come to more of these shows, she thought to herself, losing herself in the flow. She never would have imagined this combination could work so well, and yet, there was no denying how amazing it was. It was heart-stopping.

The last echoes of the wubs faded, leaving the crowd in silence for a moment. The lights faded to pitch black, leaving but a single spotlight. And in it was James, still wearing that horribly gaudy stage outfit from his first concert.

He lifted his bow, and placed it gently on a string. A slow, regal melody emerged, the clean tone resounding softly in the empty air. For a moment, nothing but the gentle melody of his violin could be heard, a slow progression that sounded quite familiar to Octavia. Then he held on the final chord. Vinyl's synthetic drums sprang to life, the beat doubling in speed. Vinyl screamed something into the crowd. His fingers shot to the frets.

Octavia had never seen a rendition of Alpacabel's Canon anything like it.

After endless hoof-shaking and congratulations, James and Octavia finally arrived home.

The moment the door closed behind them, she was on him. Her legs wrapped around his neck, and they crashed to the ground, a mess of limbs. She planted her lips against his, her hooves planting his hands against the floor. He leaned into the kiss, and Octavia savored the taste. His pink skin so soft against her muzzle, his short tongue completely overwhelmed by hers, she relished the sensations, so different and yet so so familiar.

Pulling away, she groaned, “Stars, you don't even know what your music does to me.”

"I could see you dancing," James responded, a stupid grin plastered on his face. "You told me you don't dance."

"I... usually don't," Octavia murmured, nuzzling his neck. Stars, he was so soft all over, and it was driving her crazy. "I made an exception."

She gently bit and sucked on his neck. He moaned as she pulled away, leaving a large, red mark. She let James' hand wiggle free from under her hoof, and felt fingers run through her mane and down her neck. How nimble they were, running across her fur and flesh.

She cooed gently, shivering as his fingers gently tickled her flank.

"I love how your fur feels," James whispered into her ear. He took the tip into his mouth, nibbling gently on it, and as Octavia's eyes rolled back, he smirked. "Looks like I found another weak spot."

The blush spread across Octavia's face. "If you get me too hot and bothered already, I might just have to take you right here, where anyone could see..."

As if on cue, Vinyl barged through the door, lugging a heavy crate of equipment behind her. She paused to stare at the two lovebirds.

"Oh come on, now you're just taunting me," She said, shaking her head. "Bad enough knowing he's off-limits without also having to watch you make out with him."

A sultry smirk passed between the pair. James chuckled softly. “Aw, feeling left out Vi?”

The unicorn shot him a look, but it slowly softened, and she rolled her eyes.

“I'm fine,” she said, forcing a tired smile to her face.

Octavia turned her head and passed Vinyl the kind of pleasant, evil smile one only learns by spending far too much time with the Canterlot elite.

“You sure? I could have sworn I heard through the grapevine that you wanted another shot at him... Well, today might be your lucky day... If you can accept a few conditions and follow a few orders.”

She watched as Vinyl's reaction cycled through surprise, excitement, hope, and then finally landed on suspicion.

Vinyl raised an eyebrow. "Really? After what happened?" She looked down to James, sizing him up. "Are you sure? Both of you?"

James lifted Octavia off his chest, and propped himself up on his arms. He grinned at Octavia, and she nodded.

“Last time there were some rather problematic circumstances. This time...” He paused, letting the awkward silence fill the room, before slowly and carefully finishing his sentence. "...The situation will be different."

Vinyl blinked, looking from pony to human to pony again. "And all I have to do is follow some rules?"

"That is correct," Octavia replied, smiling a sweet little smile.

An awkward silence filled the room as the gears in Vinyl's head clanked away. Her roommate rolled her eyes impatiently.

“So, do you want to?” James asked, grinning toothily.

“Um... Yes?” Vinyl replied, the confidence seeping back into her voice. “Humans are freakin' awesome!”

“Well, 'Tavi?” James probed. “Lead the way.”

Octavia couldn't help but grin evilly as she led the pair down the hall, stopping one door short of their usual room together. Retrieving a key hiding above the door frame, she gently unlocked the door, and opened it to a dark staircase.

Vinyl paused. “Uh... 'Tavi, why are we going down to the basement?”

Octavia smiled a quiet little smile. “Better... Acoustics”, she said. Grabbing something from an alcove, she paused. “Oh, and Vinyl? Come here for a second, will you?”

As soon as Vinyl stepped closer, she felt a ring slip over her horn.

“Rule number one,” snarled Octavia, “Follow orders like a good little whorse.”

The reaction was automatic; her horn sparked, pushing magic energy up against it, trying to free itself.

The ring responded by vibrating and sealing firmly in place, cutting off the flow of her magic.

Vinyl gasped in pleasure. “'Tavi,” she spoke, her tone wavering, “Where'd you get this? Aren't these things really hard to find? And illegal?”

“Consider it an early Nightmare Night present,” Octavia smirked. “Besides, Legality never stopped you from having fun before. Now come on, there's more down below.”

Vinyl moaned softly to herself. The ring fit snugly against her horn. It felt oddly pleasurable - a tingling numbness which made her whole forehead feel kind of fuzzy.

James bent down and whispered in her ear, “That feels good, doesn't it?”

“Mhh...” She grunted in assent.

Vinyl moaned as James ran a finger along the ridges of her horn. That felt good. Really good. Better than how he had touched her before. She felt the touch long after he removed his hand. It seemed like her horn's reactions were slightly sluggish, and it didn't seem to be fading as quickly as normal. Her hind legs started to rub together unconsciously, trying to eke out more stimulation. Vinyl could smell her own arousal, and she was sure Octavia could as well.

“It is ever so dark down here. Vinyl, would you be a dear and give me a light?” Octavia sweetly asked as they reached the basement floor.

“Sure... No problem...”

Vinyl readied her magic, trying to light her horn. The magic was already flowing by the time she realized her mistake. The ring blocked the flow completely, and it hummed to life, buzzing against the appendage, sending another wave of pure magical pleasure washing over her body. She bit her lip to stop herself from moaning. She tried to keep her balance, but found her legs swept out from under her by her friend. She collapsed to the floor with a thud.

“Oh... Buck me, I am – Ohh.... – going to get you for that, 'Tavi.”

“I'm sure you will,” Octavia replied as she smiled sweetly. “Eventually. But for now? You're mine.” She followed Vinyl to the floor, nipping her back, her neck, her ear.

“James, would you be a dear and get the lights?”

As the lights went on, Vinyl looked up. In front of her was a simple bed, stripped down to fitted sheets and… Oh dear. Hoofcuffs, bound to cords stretching beneath the mattress.

Then she saw black as a strip of opaque fabric - it felt like it could be vinyl - was pulled over her head. She reared back, but was forced back down by a hand on the back of her neck. It was gentle but firm, and she felt the fingers run through her mane, soothing her as the blindfold tightened around her eyes.

“'Tavi,” she whined despite James’s ministrations, “What is this?”

Vinyl couldn't see Octavia's expression, but when her sweet, sing-song reply came, she could picture it clearly.

“Payback.”

James grabbed Vinyl by the barrel, gingerly lifting her onto the bed.

“C'mon, 'Tavi,” Vinyl moaned as her cheeks flushed red, “I'm not that into BDSM...”

James chuckled softly to himself. “I think we all know that that's not true,” he said, running his hand over Vinyl's sizeable rump. “We haven't even tied you down yet and yet you're still kneeling with your butt in the air, just begging for it. Just like when I started to take over at the club.”

He leaned in close and gave her marehood a long sniff. “...And humans may not have the best noses, but I can easily smell how horny you are.”

She shivered at the touch. His fingers were so soft against her fur, gently pressing and tickling around her cutie mark. She could feel each little hair bend back under them.

“And even if you weren’t totally a sub,” Octavia giggled, “I do think a little bit of punishment is in order for what you did. And you did agree to follow my demands, didn't you?”

"Well... Yeah," she managed to mumble, slightly unsure.

"So we're in agreement: some punishment is in order. James?"

Vinyl's eyes went wide. "Wait, hang on-"

She heard a whoosh of air and seconds later felt the sting of James' fingers leaving a pattern of pain on her rump. A pattern that quickly started to tingle in a not-unpleasant way.

Vinyl heard Octavia slowly trot over to the bed.

“Illegal drugs...” The cellist cooed, her light tone masking her desire for vengeance.

Her hind leg was pulled aside and bound with the deftness of a cellist.

James gave her another smack.

“Stealing away my coltfriend for a whole week of rehearsals...”

Her other hind leg bound, her other flank reddened. She let out a soft groan.

“Making him freak out and miss his first day of work...”

Vinyl unconsciously stretched out her forelegs, and soon, they too were bound. She whined as James hit her lower thigh, even harder than before.

“And making me so damn horny in the process.”

Vinyl tensed up, preparing for another strike. Instead, the fingers found their mark between her thighs, sliding gently across her clit and over her lips. Her gasp quickly transformed into a throaty moan. He was spoiling her horribly, and she could hardly keep silent from the pleasure. And that accursed ring was still thrumming, its low intensity stoking her fire.

She shivered as Octavia whispered into her ear, “The safe word is the first measure of Beethooven's Fifth.”

“I...” Vinyl shuddered as James's ministrations continued, gritting her teeth and struggling to force out the words. “...don't knoooooh... What that is…"

She gasped as Octavia gave her horn a tap with her hoof

“Well it's hardly our problem if you're so uncultured that you don't know the most famous four notes ever.”

Vinyl could feel Octavia pull back, and raise herself onto the bed. The unicorn's nose filled with a strong, sweet odor. It enveloped her sharpened senses, pulling her in. It seemed like her tongue was completely out of her control as it reached out, trying to get a taste.

“Eager, aren't we?” chuckled Octavia.

Octavia’s marehood slowly came into reach, and the unicorn pressed against it, licking and sniffing, trying to fill herself with Octavia's delicious aroma. She moaned into her roommate's cunt, reveling in the pleasure.

She felt another firm smack against her rump, and gasped into the quivering flesh above her. As she caught her breath, she breathed in the heady aroma. Her horn was throbbing with arousal that refused to subside.

“Fuck,” came James' voice from behind her, “she's so wet.” Another spank sent waves of pain and pleasure through her, and she cried out.

“Vinyl, dear, you do realize I expect you to lick my pussy, and not just... whatever it is you're doing, right?”

Her tone had become noticeably more aggressive, so Vinyl quickly got back to running her long, broad tongue over the treasure trove before her, trying to stay focused. She licked along Octavia's outer lips, reaching her neck up to suckle softly at her clitoris. She could taste her arousal and, encouraged, kept going. She pressed against the folds, feeling them part, and pushed in, trying her best to stimulate the mare in front of her.

“Oh... That's much better,” Octavia gasped, grinding her hips into Vinyl's lips. “Keep going.” She sighed, and gently ran her forehoof against her captive’s jaw, urging her forward.

Vinyl kept going, but her own arousal was becoming overwhelming. James simply wouldn't stop striking her. Her cutie mark was going numb, and she was dripping all over the bed. She tugged at her restraints and moaned into Octavia's pussy.

“She's enjoying this a little too much,” Octavia grumbled. “She isn't concentrating on what's ahead of her. I think I’ll just have to punish her.”

Vinyl felt the delicious treat before her pull away, and whined, disappointed.

“Aww, is my pet whining? You like my pussy, don't you?” Octavia's voice took on a mildly vicious tone. “Don't worry, you'll get it back.”

The wooden bed frame creaked as the mare stood up and straddled Vinyl’s head. Her forehoof found Vinyl's horn, and the unicorn felt a wonderful, glorious pressure surround her.

She cried out, the ring vibrating viciously as her horn plunged into Octavia's hot, wet hole. Even if she hadn’t been so thoroughly teased, this would have been unbearably stimulating. But since she had been, she couldn't hold her voice back.

“Octavia,” she moaned through gritted teeth, “That’s… Oh… Lunaaaa…”

The folds of Octavia's pussy clenched around her horn, and her magic responded, trying reflexively to free herself, but only making the ring clench tighter and vibrate harder.

“Oh Celestia,” moaned Octavia, pulling up to let the metal rub and vibrate against her clit, “This is goOOod~”

Vinyl could hardly disagree, but she was currently beyond words. She panted and drooled against the sheets as her roommate used her horn as a makeshift vibrator.

She barely noticed that the spanking had stopped, and the shuffling of clothes behind her. She ignored it, focusing entirely on the pleasure radiating outwards from her forehead.

Octavia stopped bouncing for a moment, and settled down onto Vinyl's horn, moaning softly as the entire appendage vibrated against her inner folds. Vinyl whined, begging for more stimulation.

That stopped when she felt James' weight against her back, and something hard, yet oh so soft and velvety press against her rump.

“Do you want my cock?” James whispered into her ear. He nipped at her ears and neck, kissing around her withers.

It was all Vinyl could do to moan, “Uh huh...” into the bedspread. Lightly nodding was all she could manage in her current state.

And then she felt it. The member slowly spread her lips, sliding through her wet warmth with no resistance. Within seconds, she felt his hips bump up against her.

Behind her, James cursed, “Damn, you really are horny.”

Vinyl let out a low wail. James wasn't very big by stallion standards, but it still filled her nicely, spreading a soothing warmth deep within her. As he started to pull back, she could feel the tip scrape against her walls and cooed. Her horn was still buzzing with arousal, and now her pussy was squirming and squeezing around the intruding member.

"How are you this fucking tight?" James asked, pulling back. "This feels... Really good." He grunted softly as he pushed back in.

She couldn't stifle a moan as his hips slapped up against her rump again.

"Surprising she's so tight, given how cock-hungry she gets." Octavia said, amused.

As Octavia started to move again, Vinyl couldn't help but crane her neck, hoping to probe deeper into the warm, blissful softness. Her horn was drowning in ecstasy, and the throbbing in her pussy drove her wild. Being taken from both sides felt heavenly, and a pressure started to build inside her, like a spring coiling tighter and tighter. She moaned incoherently, her horn sparking with built-up energy.

Octavia moaned, "Do her harder, she's getting close!"

James obliged in the best possible way. Grabbing her flank, he slammed her backwards onto his cock, only to pull back and do it again a second later. And again. His speed picked up as he kneaded her rump, pulling her onto his cock over and over, using her like his own personal cocksleeve.

She was in heaven. She was in ecstasy. It was far too much for her to take, and she could feel her insides winding up, preparing for the ultimate release.

“Oohhhh Luuuunaaaaaa,” she moaned, deep and throaty, “I'm... I'm gonna...”

Vinyl felt the tension inside her reach to a new height , pushing past the point of no return...

But it didn't release. Instead, the tension remained, but the pleasure seemed to trickle away.

Vinyl cursed inwardly. She needed this. She craved this. She whined, bumping her head up and down, trying to get more stimulation, but she just couldn't cum.

"Whyyy?" she groaned as the feeling passed, leaving her painfully aroused but without release.

"Oh, I'm sorry, were you expecting an orgasm?" Octavia chided as she started moving again, grinding against Vinyl's head. "Tough. Maybe if you're good, and get us both off, I'll let you cum. But for now, be a good little slut and make that horn buzz."

Even as the pleasure faded, Vinyl couldn't help but feel the throbbing in her loins as James kept fucking her, gently pulling himself out before violently burying his cock in her pussy again and again. Carefully, gently, it left. then it thrust violently, his balls smacking against her swollen, engorged clitoris.

"Oh... Stars..." She moaned, "How long can heeeee-! Keep go-OH!-ing like thiiiis?"

Octavia chuckled.

"As if you don't know," she grunted softly as she lifted herself off of Vinyl. "I know you were watching us."

"Wow..." Vinyl groaned as he started to pick up speed.

Thump.

Thump. Thump. Thump.

Thump. Thump. Thump. Thump. Thump.

She let loose a guttural moan as she felt her insides coil and tense like a spring. Her whole body buzzed with energy energy, from the vibration of her hindquarters as James spanked her rump to the pulsing magic from her pent-up horn. She felt herself building again, and bit her lip to hide her moans. It was torture. Her whole body screamed for release as Octavia clenched and throbbed around her.

She could hear her roommate's moaning getting deeper and more feral, a sure sign that she was getting close, and focused more magic through her horn, causing it to buzz even harder.

"Uhn… ViiIinyl - ohhh... - good girl! Keep g-oh- going!" Octavia stuttered, as she started to bounce faster on her improvised sex toy. "You're gonna... Make me..."

As the vibrations pushed her ever closer to the edge, she was rewarded with a loud, throaty moan, and a dribble of marecum streaming down her forehead.

Octavia shuddered above her, her voice raised in blissful agony. She clenched tight around the horn, spasming in ecstasy as she rode out the orgasm.

"Damn," James breathed, "That's so fucking hot."

Vinyl could feel him redouble his efforts, taking her harder and faster. She bit her lip, desperately trying to hold back her own arousal, to wait for him to cum first, to avoid ruining another orgasm. Octavia's tight pussy clenching around her horn didn't help either. James similarly had no intention of making it easy for her, as he reached his hand beneath her to toy with her clitoris.

"P-please," Vinyl moaned, desperate for release, "Please just… j-just c-cum already!"In response, she felt another firm smack on her sensitive, reddened ass.

"You really want me to cum inside you?" he said, taking on a mocking tone. "You want it?"

"Luna yes," she wailed, as she flexed herself around him and he hammered her harder.

"What do you think, Octavia?" he grunted as he thrust harder into her. "Do you think she's learned her lesson?"

Vinyl felt the weight above her shift. Octavia raised herself off her, still twitching, and crooned.

"I suppose we can allow it."

With a swift twist of her hoof, the buzzing stopped and the ring rose from Vinyl's horn. Octavia gave it a long, languid lick, before whispering seductively in Vinyl’s ear.

"Go on then, you want to cum so badly? Then cum."

She dove back onto the horn, sucking and licking it like it was the tastiest thing in the world, savoring the taste of her own juices covering it.

Vinyl squirmed and moaned as all the magical pressure that had been building up was able to move through her horn again. If it had felt good before, the feeling now was incredible; it felt like she was about to explode. The thrusts in her rear reached a fever pitch, and she gasped.

"Don't stop," she begged, "Pleeaase, I-I-I’m so-OH! clooose!"

She could barely hold on, and finally, there was no need for her to do so.

A dam broke. The sensations that had been building within her nethers pulsed through her core and spread outwards, mercilessly flooding her body with pleasure. Vinyl screamed in joy as she finally released all the pent-up pleasure that had been building since they had started. Her vision turned white, her muscles strained against themselves, and her pussy clenched and throbbed violently. Time stood still as she peaked, her body violently shuddering as waves of pleasure crashed over her, her entire body consumed in the joy of finally being allowed to let go. She screamed to her goddesses, shouting in pleasure as the climax passed, leaving her panting for breath through her moans.

Her loins weren't the only things overdue for a release. Her horn sparked inside Octavia's mouth, lighting up her cheeks as a spout of magic flew from it. Octavia pulled back, but far too late to avoid taking the brunt of the explosive release. Her eyes rolled back in her head and she dropped to her knees as she was overtaken by the pent-up sexual energy. She screamed in pleasure as she came again, convulsing on the floor.

Strands of blue, magical energy filled the room. In her throes of ecstasy, Vinyl barely felt the human release, grunting and moaning as his cock emptied it's hot, creamy fluids deep in her pussy. Spurt after spurt, it poured into her, it's warmth and texture driving her mind wild with desire.

She barely had time to come down from the last orgasm when the sexually charged magic crashed over her and she was taken again. She saw stars. Caught by surprise, she buried her muzzled in the bedsheets and moaned. She could feel another burst of cum from James spurt over her flank, warm and sticky on her cutie mark.

He groaned, "Oh wow, what did you do?" staggering back and forth and ultimately falling onto the bed on top of her.

VInyl felt him collapse against her, and moaned softly as the pleasure slowly left her system. She sighed, enjoying the weight of the human on top of her.

"Oh Celestia, that felt good... We should do this again." She called out to Octavia, "Hey 'Tavi, you fall off the bed?"

"Buck off," came the muffled response.

"I'm kinda sexed out, 'Tavi." Vinyl giggled softly, then tugged at her restraints. "You gonna untie me, big guy?"

"In a minute," James sighed, wrapping his arms gently around her neck and undoing her blindfold.

She blinked as her eyes adjusted to the light of the room, and they lay there for a moment, simply enjoying each other's presence. Vinyl couldn't get over how soft his skin was, and how gentle his hands felt stroking her - such a contrast to the brutal strikes he had given out earlier. She giggled in delight, revelling in the afterglow as his hands ran over her throat and withers. As he presented a finger, she slowly took it into her mouth, suckling on it gently.

"That was fun," Octavia said, sighing contentedly as she slowly roused herself from the floor. "I hope you've learned your lesson, Vinyl." Her lusty smirk shattered any pretense she may have had with regards to correcting Vinyl's attitude.

Vinyl turned her head and grinned at her. "Oh yes ma'am, I'll be good, I promise." She struggled to keep a straight face, and James failed to suppress a laugh.

"You'll ask rather than just taking?" Octavia demanded, now more seriously.

"Yeah, 'Tavi, I will."

"Good."

She stood up and undid the restraints, pausing to give Vinyl's rump one more solid smack with her hoof, eliciting a soft yelp.

The unicorn sighed as her roommate cuddled up to her. Everything felt so soft and warm, and she purred quietly.

"So, now that we know you're sharing," Vinyl sighed, resting her head against Octavia's withers and chuckling, "Pinkie really wants a turn too."

Octavia snorted derisively. "Of course she does."

"Well, I don't see why not," James murmured, wrapping his arms around both mares. "So long as Octavia is okay with it."

"...We can talk about that later," she groaned. "I'm all sexed out for now, and nobody's going to get me to think about sex for the rest of the day."

"James, want to get your violin?"

Octavia stuck out her tongue, and laughed, "Vinyl, I will murder you."

“So…” James let the word sit in the room for a moment as he cradled the two mares in his arms.

Vinyl snuggled up closer, enjoying how broad his shoulders were. The firm feeling of his arm on her back and the fingers tousling her fur gave her a feeling of safety and warmth. She cooed softly.

“So,” he started again, “How’s this going to work?”

He loosened his grip slightly, prompting Vinyl to roll further onto his chest.

Octavia giggled. “You want to think about that now?” she asked, playfully swatting at his chest.

“Well… Yeah.” He tousled her mane. “I wanna know whether I should brag about a threesome with my marefriend and her roommate, or a threesome with both of my marefriends.” He threw Octavia a villainous grin.

Vinyl giggled softly against him, and shoved a forehoof in his face. “Seems pretty straightforward,” she murmured. “You’re her coltfriend, and I’m your mare-toy. I wouldn’t think too hard about it.”

“You never think hard about anything,” groused Octavia, reaching across James to tousle Vinyl’s mane.

Vinyl shook her head and nuzzled up against James’s shoulder. She could clean up her equipment tomorrow morning. Maybe Octavia would make waffles again. The last thing she felt before she fell asleep was James running his fingers through her mane.

Author's Note

Lindsey Sterling is awesome. Just sayin'.

And that was Play Me Like A Cello. I'm so sorry it took me so long to finish, but I just sort of ran out of steam a year ago, and just... stopped. Well, it's finished now. Massive props again to Belgerum for editing and proofreading the story; he really did a ton of work cleaning it up and making it presentable.

Hope you enjoy!