The Second Floor Club

Arranging the curtains to let ponies outside see in, without making it obvious she was doing so, required some artistry. But of course, Rarity had that to spare. She'd prepared that afternoon by hanging her living room windows with curtains of the thinnest gemweave she had. In tailoring, gemweave added a slightly rainbow-hued overlay to other cloth or to the pony underneath, without truly hiding it. Here, the dark window backed the cloth such that it appeared to be a solid, iridescent fabric, something like draped mother-of-pearl. From the outside, though, it had the opposite effect - the curtains were barely visible at all.

Grinning, Rarity settled on to the couch with a book, waiting for Thunderlane to arrive. She could barely concentrate on the words. Her head darted to look at the window every few minutes, though she knew full well she couldn't see if anypony were outside - she'd set it up that way, after all. Every time she looked she imagined one of her friends looking in, and she squirmed. She hoped Thunderlane arrived soon - she could barely stand it.

Outside, Rainbow Dash touched down. Applejack slid gracefully off her back, and Twilight landed between them.

"Nice tail work there, Rainbow," Applejack whispered. "I thought y'all needed those to fly straight, though."

"Eh, not when you're as awesome as I am. 'Sides, who wants to fly straight when you've got a hot mare riding you?"

Applejack just rolled her eyes, but Twilight stifled a giggle. All three turned to look in Rarity's living room window.

"Whoa," Applejack kept her voice low, "no curtains at all? What if somepony else came by?"

Rainbow glanced around obtrusively. They were standing between the Boutique and the large tree to the left of the entrance.

"Why would anypony go this way? There's nothing out there but trees and fields. Besides, this tree blocks most of the window."

"She's right," Twilight whispered. "Besides, she does have some kind of curtains, they're just really thin. Don't you see the sheen? I bet if you look from other angles..." She wandered to the side and the others followed, curious. "Yeah, see?"

Indeed, from the side the thin fabric overlapped. Before they were far out of the line of the tree, the window was a mass of pretty but opaque multicolored fabric.

"Huh," Applejack muttered.

"That's cool I guess," Rainbow said, "but not nearly as hot." She trotted back under the tree, and her friends followed.

Looking in the window this time, instead of at it, they saw Rarity hadn't moved, sitting demurely on the couch, apparently reading. Though they couldn't help but notice her looking towards the window almost as much as she looked at the pages.

"You reckon she knows we're here?"

"Probably not," Twilight said. "It's hard enough to see from a bright room out a dark window at the best of times. And I can't imagine the curtain helps."

"Too bad there's no good way to tell her," Rainbow said, "she wanted us to come and all."

Twilight grinned. "I have an idea."

Rarity looked up for what felt like the thousandth time and sighed. Waiting for Thunderlane was bad enough - at least she'd know when he arrived. Waiting to see if her friends would show up was worse, since she'd never even know if they had! Well, at least, not until she had a chance to ask them. Shaking her head, she looked back down at the book, hoping to read more than a word.

She started as the text on the page blurred together, forming into slightly writhing lines like living ink. She nearly dropped the book and screamed, but before she could the lines reformed into three symbols: Twilight's star, Applejack's apples, and Rainbow's bolt-and-cloud. After a few seconds they dispersed, and the text returned to normal. Rarity grinned, and felt the slight numb fuzziness of arousal redouble at the thought of her friends just outside. After a moment, she shifted on the couch, turning her hindquarters sideways and letting her tail fall so her marehood winked at the window.

Well, she thought, that should help tide them over until Thunderlane gets here.

Thinking of him filled her with guilt for a moment. She knew, on some level, that she should tell him about Fluttershy's indiscretion as soon as he arrived, and that she certainly shouldn't rut him in front of her friends without asking first. But he'd been so willing to let her share their stories with the group! And her sex was already dripping down towards her stifle, and talking would take so long. And her friends were waiting on the show!

Before she could fully decide what to do, she heard the front door open and the heavy sound of a stallion's hooves entering the Boutique, then the click of the lock as he secured the door behind him. She nearly squealed in excitement, but of course kept her ladylike outward restraint, save for her sex, which winked frantically.

"We all agree she's hot, right?" Rainbow was doing her best to whisper, but Twilight could tell her excitement was making it difficult.

"'Course she's hot," Applejack rolled her eyes. "Could stand to make herself up less. And be into mares."

"I like the makeup," Twilight blushed. "Not on everypony, of course! I don't want Apple Jewel back, AJ. But it works for her."

"Yeah," Rainbow said, "it wouldn't be near as hot seeing her pussy winking at us like this if the rest of her weren't all proper. It's like contrast or something."

Before anypony else could say anything, Rarity's living room door opened and Thunderlane walked in. They couldn't hear anything the couple inside said, but he stopped and grinned when he saw Rarity on display on the couch, and motion beneath him drew Twilight's eye. She suspected he'd already been partially erect, but now his shaft was at full mast. Unlike most she'd seen it was all black, like Rarity's sex or his coat, and quite well sized, though not as large as the one Twilight's spell created for her to use on Applejack.

Rarity turned and grinned at him, and scooted over on the couch. He went and sat beside her, and they began kissing passionately. Twilight felt the electric contact of Applejack's cutie mark on hers as her marefriend pressed up against her. She turned and their own lips met in a softer kiss. To her other side she felt more warmth as Rainbow pressed against her, and began rubbing her wing against Twilight's. They all let out a soft moan, then movement inside drew their attention. Applejack and Twilight broke their kiss to watch, but Twilight spread her wings over her marefriends, pulling them close.

Inside, Rarity had dropped her rear legs off the couch, turning her hindquarters to face the window as she prepared to be mounted. Now the trio could see Thunderlane's heavy balls twitch as his cock sunk into their friend. He seemed to be enjoying teasing his mate. She wriggled beneath him, but he kept her pinned with his weight and pressed into her slowly. Twilight could see Rarity's juices running down her leg, pressed out either by her arousal, by the tightness of Thunderlane's engorged member inside her, or both.

Nopony could call Twilight inexperienced in the bedroom anymore, not since she'd taken up with Applejack. And after Rainbow Dash joined them, she had to admit the situation had become positively kinky. Nonetheless, something about watching Thunderlane's dark shaft sink into Rarity's body, and about knowing that Rarity knew and approved of her watching, felt like another barrier falling. She felt her marehood respond in kind. Beside her, Rainbow Dash licked her lips, while Applejack's jaw was slack.

"Look at how wet she is," Rainbow murmured, "I'd love a taste of that."

"Look at how full she is," Applejack said as another inch of cock slid into Rarity's writhing body. "I could use some of that."

Both of them turned to look at Twilight. She rolled her eyes, but her body shuddered.

"I can't do both of those," she said.

"Wait, does the cock take away your pussy? That's weird," Rainbow said.

Twilight shuddered again at the thought. "I guess it doesn't, but I thought you didn't like penises. We haven't used this spell at all with you yet. Do you really want to lick me when I've got all that stuff?"

Rainbow looked in the window again. "I don't think you understand how much I want to go down on you now." She kissed Twilight's sex for emphasis, making Twilight release a little moan as pleasure rushed through her.

"Mmm," she looked in the window again herself. Thunderlane was three-quarters of the way in Rarity now, still taking it incredibly slowly. He was kissing her, and Twilight could only imagine any desperate panting was blocked by the window, but Twilight saw her hindquarters wriggling against his belly.

"Fine." She kissed Applejack, then rose to mount her, channeling her magic through her horn as she did so. She felt the familiar concentrated warmth as her magical shaft sprung forth, and Rainbow let out a low whistle followed by a chuckle.

"Poor Thunderlane," she said, "a mare's got a bigger cock than he does."

"The spell fits it to the partner," Twilight said, "Earth Ponies have slightly larger sex organs than other ponies on average, both genders. And apparently the Apples are larger even than that. If I were to rut Rarity, I'd probably look much more like Thunderlane. Applejack's about that size when she ruts me."

"Less lecture, more rut," Applejack tried to sound threatening, but Twilight thought she didn't really manage to escape 'desperate'.

Not wanting to disappoint her, Twilight pressed forward and pushed her shaft into her marefriend. Applejack eagerly pushed back, and Twilight's shaft easily split her dripping sex. She shivered and both ponies let out a moan. It had been ages since she'd been inside Applejack like this, and while she didn't exactly mind, she had missed the warm, wet feeling of being engulfed in her lover's body. When she thought she was just about as far in Applejack as Thunderlane was in Rarity, she stopped, and lightly restrained her lover with her magic.

"Mmmmph, Twi, why'd you do that?"

Gradually Twilight sunk in as Thunderlane did. "We wouldn't want to go faster than our hosts," she said.

Applejack started to grumble, but spoiled it with another moan. "Fine, but you gotta kiss me like he is," she said.

Twilight obliged. She never got tired of kissing Applejack, and the love that swelled in her when she did so was a lovely counterpoint to her cock swelling inside Applejack's sex. Both ponies moaned into the kiss, though, when they felt Rainbow Dash's tongue pass in a long, wet stroke from Applejack's clit along the shaft of Twilight's cock to her heavy balls.

"Ech," Rainbow said, "nah, still not a fan, even on you Twi', sorry. I'll stick to what I like."

Before Twilight could even think about responding, Rainbow's soft, skilled tongue ran the length of her neglected marehood, reminding her that her own sex organs were still very much in play. It felt incredible, sinking into Applejack like a stallion even as Rainbow teased her as a mare. She felt waves of heat entering her loins from both directions, and it took all her willpower not to hilt herself in Applejack immediately.

Inside, Rarity's own willpower seemed to be less strong. As Thunderlane continued to inch teasingly into her, she gave up. The glow of her magic lit the room and she lifted him bodily with her magic, pulling him out of her body and flipping him to lie face-up on the couch. His member, still glistening with her juices, stood proud in the air above his flailing legs. Her magic pressed them down too, and she climbed on top of him. Now the watchers saw her in profile, her pristine white flank heaving as she climbed on the couch and pressed it against his rampant shaft. Twilight and Applejack moaned in delight as she hilted him in her in one motion, and Twilight sunk to her own hilt in Applejack in turn. Rainbow ceased her attentions for a moment to look.

"Whoa," she said, "way to take charge, Rares. I wish we could give her a nice show back."

In the room, Rarity's magic still swirled, restraining Thunderlane from thrusting as Rarity clearly savored having him deep inside her, her head thrown back with a lusty grin. Mimicking the color of Rarity's own magical aura, Twilight reached into the room with her telekinesis. She found a long scrap of dark fabric and lifted it to Thunderlane's head, tying it securely like a blindfold. Rarity's eyes widened, and she looked to the window. Twilight spread the curtains, and outlined all their bodies in a dim faerie fire. While hopefully not enough to attract attention, she thought it would be enough to let Rarity see them clearly.

Judging by their friend's widened eyes and sudden grin, she was right.

"C'mon you two," Twilight said, "let's turn so we give her a show." Slowly she and Applejack turned ninety degrees, neither willing to take Twilight's cock out of her pussy, until Rarity could see their coupling as easy as they could see hers. She winked at them, then began thrusting herself on Thunderlane enthusiastically. Twilight found the sight of his shaft plunging in and out of her hypnotizing, and found herself matching the rhythm as she rutted Applejack.

"Twi," Rainbow Dash whispering in her ear distracted her. "Uh, look, uh, I wanna..."

Twilight turned to her, panting, and gave her what she hoped was an encouraging kiss. "You can tell me Rainbow, it's okay."

"I wanna know what it's like rutting somepony with the real thing," she whispered, "not a strap-on. Can I buck you?"

"What, now?"

"Not if you don't want to, I guess." Twilight knew Rainbow's kicked-puppy impression wasn't intentional, but it was nonetheless effective. Besides, she found herself not opposed to the idea, just surprised. And distracted by Applejack's tight, wet marehood sliding up and down her shaft. Still, she thought, how would it feel to be penetrated at the same time by Rainbow Dash?

"No," she moaned, "let's do it. I just wasn't expecting it. But it - oh! - sounds nice."

Summoning up all the concentration she could, she lit her horn and cast the spell. She remembered at the last moment to look at Rarity to see her reaction, and wasn't disappointed. Rarity's eyes widened as Rainbow's cock and balls emerged, and wriggled her rump as she rose to leave just Thunderlane's tip inside her, then thrust it back down to take him to the hilt. Twilight saw him press his own body up to meet her. As she similarly hilted herself in Applejack, she felt Rainbow press down on her back. The tip of Rainbow's cock tickled her marehood delightfully as her loved tried to find the right angle to enter her. Twilight reached back with her magic and gently guided Rainbow's flared head to her opening.

"Oh...oh, buck," Rainbow panted as it slowly slid inside. Twilight herself let out a delighted yelp. She'd had Applejack inside her before, of course, but being herself inside Applejack as Rainbow slid into her was something else entirely. The combination of rutting and being rutted threatened to drown her consciousness entirely in heady sensation. Rainbow sunk deeper and deeper into her, and she in turn sunk deeper and deeper into Applejack. Both of their medial rings pressed in, and a shiver passed up the whole stack of ponies at the feeling. Finally both mares bottomed out in their lovers, and all three let out a moan. Twilight thought she'd be content to sit like that forever, full of Rainbow Dash and surrounded by Applejack.

Then slowly, with a groan, Rainbow pulled back. Instinctively hoping to keep the wonderful rod inside her, Twilight followed, pulling part of her own shaft out of Applejack, with all the delicious friction that entailed. Then Rainbow dove into her again, and the force of the thrust hilted her in turn in Applejack. She felt like part of a wonderful sex machine, needing only to respond to the motion of her lovers and be drowned in pleasure.

As they bucked, she thought to look at the window and Rarity. They locked eyes. Rarity winked one gorgeous blue eye, immaculate lashes fluttering, and licked her lips with ladylike delicacy. For a moment, Twilight wished she were Thunderlane, buried to the balls in her friend, snow-white fur heaving at her rough thrusts. She thought about unloading her balls in Rarity and felt a wave of her fluids wash over Dash's cock.

The Rarity threw back her head, and closed her eyes, and Twilight could see her hips working hard on Thunderlane's cock. His hips bucked and twisted, and she thought he must be filling her with his cream. It seemed an eternity, Dash bucking her, her bucking Applejack, and Rarity writhing on Thunderlane. Then she rose, and Twilight found her theory confirmed as thick drops of seed oozed out, white on her black marehood.

Just the sight made Twilight shudder. She knew that if not for the magic holding off her orgasm, she'd be giving Applejack a similar load. Applejack's own reaction, though, made the issue moot. She felt her lover's pussy clenching on her shaft, and felt her own orgasm wash over her as Applejack's began. Her cock head flared out, sealing the entrance to Applejack's womb, just as Rainbow's did the same to her as the spell-induced orgasm went up the chain.

"Oh buck," Rainbow said, burying herself fully in Twilight.

Twilight couldn't hold back her own long, throaty moan. She gushed her seed into Applejack even as ropes of Rainbow's surged into her. She felt like a conduit for messy, filthy love, but love nonetheless between all three of them.

"Oh girls, I love you so much," she panted.

"I love y'all too," Applejack said.

"I love you too," Dash whispered, just as another rope of seed surged from her shaft into Twilight's eager womb.

"Oh, mmm," Twilight felt a wave of heat wash over her at their admission, "AJ, I'm going to give you the rest."

"I think I am too," Rainbow said.

Applejack fell to her knees on the hard dirt, and Twilight and Rainbow Dash pressed down hard on her, both ponies still hilted in their lovers. Twilight felt the familiar drowning heat in her head and belly as her magical balls unloaded fully into Applejack, and again barely pushed away the magical heat that would impregnate Applejack. And, she amended, feeling the surges of Rainbow's cum gushing into her own womb, perhaps impregnate herself as well.

Finally they came down, and looked back to the window. Rarity was servicing Thunderlane with her mouth, and his shaft seemed to be hardening again. When she saw them looking at her, though, she winked again and closed the curtains with her magic. She removed the blindfold from Thunderlane and said something to him before turning, giving them another good show of her dripping sex, and leaving the room. He followed.

"I guess the show's over." Rainbow said.

"Just as well," Applejack panted, "I ain't sure I've got any room left in me."

A wave of fatigue passed over Twilight. "Agreed. I'm certainly ready for bed. You girls coming back to the castle?"

Applejack nodded, and Rainbow shrugged.

"I guess it's closer than my place, and I'm pretty tired."

"Wanting to sleep curled up with us has nothing to do with it, I'm sure," Applejack said.

"I figured that was obvious," Rainbow said.

Rolling her eyes, Applejack climbed on her back, and they flew off to the castle.

Pausing only to make sure Spike was okay (he'd left a note that he was going to stay over with the Crusaders), Twilight, Applejack, and Rainbow did indeed crawl into bed. Though Twilight did want to talk to her lovers about the experience, she was content to wait until morning. Especially since she suspected if they were to talk about it much now, they'd want to relive it, and would be up half the night at least. So instead with a few quiet kisses, they drifted off to sleep.

What felt like no time later, though, Twilight awoke to a soft but firm knocking on their chamber door. She glanced around in confusion. The night sky was still visible through the window, with no hint of dawn.

"Spike?" she murmured, carefully disentangling herself from the legs of her lovers. Despite her best efforts, though, Rainbow and Applejack groggily began waking up as she walked to the door and opened it.

Spike wasn't there, though. Instead Rarity stood in the door, her mane slightly disheveled and her eyeliner streaked with tears.

"Rarity? What's wrong?" From the bed, Applejack and Rainbow Dash sat up, awake, at Twilight's words.

"Oh Twilight, I'm afraid something terrible has happened. Also I've had an epiphany."

"Oh dear," Twilight said. "You'd better come in." She returned to sit on the bedsheets, while Rarity sat in the desk chair. She was suddenly glad they hadn't rutted each other again on returning, soiling the sheets.

"So what's wrong Rares?" Applejack said.

"Well, I uh, I must admit I didn't tell Thunderlane you girls were watching us beforehand, as such."

"Oh," Twilight said, getting a pretty good idea of what was up.

"I meant to," Rarity went on, "but I was just so hot when he arrived, I didn't want to take the time. And he'd never had a problem with me telling you about our exploits or any such thing. So...well, you saw what I did instead."

Twilight's heart sank. When she'd put the blindfold on Thunderlane, rather than merely preventing a relative stranger from seeing her rutting her lovers, she'd inadvertently been aiding and abetting a cover-up!

"When we left the living room, we went right upstairs for round two, but I was calmed down enough that I felt I had to tell him. So I did." She gave a small sob.

"I take it it didn't go so well," Applejack said.

"N-not as such," Rarity managed a crooked smile. "He was very upset. He said my talking about our private lives in the meetings was bad enough. Which seemed dreadfully unfair, since he'd told me he liked it! But nevermind. He said he'd signed up to date one mare, not six, and that whatever 'weird thing' we had going on, he didn't want to be my 'way of making up for you girls not being stallions'."

Rainbow Dash awkwardly rubbed her head, eyes wide, but said nothing.

"Oh Rarity, I'm so sorry," Twilight said, wrapping her friend up in her wings. "That sounds awful."

"Then he stormed out, of course," Rarity sighed. "I imagine it'll be awkward with us for some time." She produced her compact and flipped it open, fixing her makeup.

"Celestia, I look a fright. There, that's better," Twilight could now see no trace of her tear lines, her immaculate look back in full force. Uncomfortably, it looked beautiful.

"That's rough," Dash said. "You must be pretty sad."

"I was for a bit," Rarity said, "but then I realized something worse."

"What, worse than getting dumped by a pony you cared about?" Applejack said.

"Oh yes. I realized he was right. I never really loved him. Oh, don't get me wrong. I loved being treated like a lady. I loved the attention. I - oh - I certainly loved his beautiful stallionhood. But I'd have been just as happy with anypony doing those things for me."

She looked directly at Twilight now, beautiful eyes wide.

"Or happier, if it had been someponies."

Gently she leaned forward, and pressed her lips to Twilight's. Surprised, Twilight took a moment to react, then opened her own. They kissed gently but long. A whistle from Rainbow Dash broke the mood a little. Rarity withdrew and glared at Rainbow, then walked over to where she sat on the bed. Rather than admonition, though, she pressed the pegasus to the covers and gave her a savage kiss. Twilight found herself getting wet just watching. Finally Rarity broke that too, and moved to Applejack. The two mares looked at each other for a moment, then Applejack nodded, and they came together hungrily. Rainbow nodded in approval. Finally they came up for air.

"So wait," Rainbow said, "just like that you're gay now?"

"Oh goodness no, Rainbow," Rarity shook her head. "I love you girls, but I still can't get excited about the idea of going down on another mare. It just doesn't do it for me. But," she grinned, "I do think you're all beautiful. And I love you very much, and just thinking about you and saying that makes me hot. It's just when I love a pony, I want them to fill me up with a beautiful stallionhood. Fortunately, we have magic."

"So," Applejack said, "you're not exactly gay, but you wanna rut us anyway, since we can grow magic dicks?"

"No, Applejack darling," Rarity said. "I want to romance you all. Whatever you have here, this trio, I want to join you. If you'll have me. I want us to go on dates and be in love and do all those wonderful things. Thunderlane was right, it's you girls I want in my life in every way, not some gentlecolt. But that includes sex, no doubt. I realized it when Twilight opened the curtains tonight. I've never had as strong an orgasm as I had then, and I wasn't thinking about him. I was thinking about you girls being inside me. I want that. I do so hope you do too."

Twilight looked at Applejack and Rainbow, head on the side. First Rainbow nodded, then Applejack, then Twilight grinned and nodded herself.

"Of course we love you, sugarcube," Applejack said, "we said it when we got together, we love all you girls. And if you're sure you'll be happy being with us like that, shoot, I'm more than happy to have you."

"Yeah," Rainbow said, "that classy thing drives me crazy, if I've gotta get a magic dick to get a piece of that, I'm in. Also you're, uh, pretty cool, and I'm pretty into you."

Twilight just leaned in and kissed her again.

"I'm sure you're worn out," Twilight said, "but you're welcome to stay here tonight if you'd like."

"Oh no," Rarity said, "I still haven't told you the very worst thing that happened tonight."

"It gets worse?" Applejack said.

"Oh yes," Rarity nodded. "That brute Thunderlane left before round two. I'm desperately horny." She turned and flashed her marehood. There was no sign of Thunderlane's seed left on it, but it was coated in her own slick juices and winking furiously. "If you girls would be so good as to rut me, I'm sure I'd be much better able to sleep."

"You don't have to ask me twice," Rainbow said.

"I'm game," Applejack said.

"Of course I am too," Twilight felt another stirring between her legs. "But who's first?"

"You always wanted a prince, right Rares? Is a Princess good enough?" Applejack grinned at her, and Rarity blushed. Twilight felt butterflies.

"Well," she said, "I must admit the idea of royal seed inside me is quite appealing. Twilight dear, do you mind?"

Twilight shook her head, throat suddenly dry. She lit her horn, and felt the cock spring forth again between her legs. Idly she noticed it was slightly thicker than Thunderlane's, and grinned to herself. Not that she thought Rarity would care much, but she was obscurely pleased that she'd be a slightly better fit.

She kissed Rarity again, then trailed her lips down her neck to her chest and belly. As she did, Applejack's lips replaced her own on Rarity's mouth, while Rainbow Dash wrapped her wings around both Applejack and Rarity and began caressing their sides.

Soon Twilight came to Rarity's beautiful marehood. The thick lips were slightly parted, glistening with fluids, and it winked at her. It smelled heady and musky and slightly acid. Twilight took a deep lick. She thought it might be her imagination, but would have sworn it tasted faintly of fine Prench wine.

Suddenly Rarity's muzzle was in her face, and her weight was pressing down on her, pinning her belly up on the bed. The marehood she'd just sampled pressed gently against her ready shaft, the tip just at its entrance.

"Oh I promise I'm quite ready dear," Rarity said, "there's no need for that."

Then she kissed Twilight, and unceremoniously sank her sex down the entire shaft, taking the whole thing to the balls in one smooth motion. Twilight gasped into the kiss, overwhelmed with the feeling of being totally engulfed in Rarity's gorgeous body. Rarity broke the kiss and grinned.

"This won't do," she said. "Some generous friend I'd be if I didn't take care of all my new lovers."

Her horn glowed, and Rainbow and Applejack's cocks appeared, hard and ready.

"I didn't know you knew that spell," Twilight panted.

"Thunderlane left an hour ago. I learned it before I came. A lady is always prepared." So saying, Rarity took Rainbow's new cock into her mouth and began working it expertly as the pegasus moaned.

Twilight thrust her hips up, pressing tight into Rarity's marehood. Never taking her mouth from Rainbow's shaft, Rarity began thrusting back. After a few delicious, long strokes, she moved her mouth to Applejack's meat, working it as well. Twilight could see Applejack looking down at Rarity's rear bouncing as she moaned at the feel of her mouth.

"This won't do," Rarity said, coming up for air. "I can't help you both at once, and besides, if I do, I'll just get filthy with your seed. I'd far rather have it all inside me. Applejack dear, you like my rear, don't you?"

"Mmm, one of the best in Equestria, I reckon."

"Well be a dear and rut it for me then, will you?" She bobbed her head back down Applejack's shaft, taking as much in her mouth as she could, then withdrew it, leaving it dripping with her saliva. She ran her lips messily along the whole thing, coating it in spit.

"Beg pardon? You want me in your butt, sugarcube? Miss 'I couldn't get my hooves dirty' Rarity?"

"Oh yes," she said. "Well I simply see no other way to satisfy you all. And, mmm, if I'm going to be in a relationship with three ponies, I want to feel the part."

Applejack shook her head, but moved around behind Rarity.

"It is one heck of a butt," she muttered.

"Do feel free to pull my tail aside with your mouth, darling," Rarity said, licking Rainbow's shaft. Her tone was as casual as if she were helping a customer in the boutique, despite Twilight's cock sliding in and out of her marehood, Rainbow's in her mouth, and the fact that she was instructing Applejack on how best to enter her rear.

Applejack seemed to think her idea was a good one, and did indeed pull aside her tail. Twilight wondered if that were as immaculate as the rest of her. Did she bleach? She felt herself stiffen at the thought. Then she felt the unmistakable pressure of Applejack's cock against hers, only Rarity's thin internal walls separating them. Rarity groaned around Rainbow's shaft, and Twilight couldn't tell if it was in pleasure or pain, but then it lowered and deepened and the pleasure became clear. Twilight felt Applejack's medial ring slide in, and then they were both hilted in Rarity. She looked up, and saw a surprising amount of Dash's shaft was in her mouth as well. Rarity moaned deep, then took her mouth off to speak.

"Well go on then, rut me hard, loves."

Twilight and Applejack didn't need any more than that. They began pumping, feeling each other move, alternating in and out as Rarity's rump rose and fell between them. Twilight was in heaven, barely able to look at Rarity's skillful mouth roaming over Rainbow's member above her muzzle. The moans of the four ponies filled the room, and the pressure of Rarity's dripping sex combined with the friction of Applejack's cock on the bottom of her own swamped her mind in pleasure.

"Twilight dear," Rarity panted in a rare breath break, "you're going to fill me up with royal seed, right? Just like I always wanted?"

"As soon as you come," Twilight said.

"Mmmm, yes, wonderful," Rarity dove back onto Rainbow's cock.

Twilight felt the heat rising in her then, and knew Rarity must be very, very close. She activated her horn, gently rubbing Rarity's teats and clitoris with her telekinesis. Rarity let out a throaty moan around Rainbow's shaft, then the orgasm broke. Applejack hilted in Rarity's rear, pressing her down in turn to the hilt of Twilight's cock in her pussy. Twilight felt her flare open, and then the first ropes came thick and heavy, splashing directly into Rarity's womb, again a thread of discipline away from being fertile. She felt the pulsing of Applejack's cock nearly pressed up against hers, and looked up to see Rainbow's balls clenching and Rarity's throat working desperately as she swallowed the load.

The orgasms of her lovers fed into hers, and Twilight could tell that once again, she was going to just keep going until she ran dry.

"You're getting all my royal seed inside you, Rarity," she panted, punctuated with another thick rope.

"You're getting everything we've all got," Dash said, and Applejack moaned affirmatively.

Twilight felt her ropes get larger and thicker, blasting into Rarity. She imagined she must be filling her to the brim, and was pretty sure she felt her own seed pressing up against her flare. She'd never fired a load this big before, and dimly wondered if she'd somehow messed up the spell. Somehow Rarity was still swallowing all of Dash's load, and she could feel Applejack's dick still pumping, way later than she thought possible. Rarity let out a groan, and Twilight looked down to see her belly visibly distended with the seed pumping into it from every direction. The sight made her release two more massive ropes, and she could swear she saw it bulge more as she released them.

Finally Twilight felt her last blast go, and her cock vanished. Applejack grunted as she collapsed on the bed, and Rainbow fell back with a dazed expression. Two small trickles of seed ran down the side of Rarity's mouth, but Twilight didn't feel the flood she expected on her own legs. Curious she looked at Rarity's marehood only to see the blue glow of her magic surrounding both it and her rear.

"I'll go clean up in a bit," Rarity said, "but until then, I wanted to feel it all in me. Come kiss me again?"

Twilight thought that, on the whole, that sounded like an excellent idea.