Lick Before You Sleep

by Applejinx

Rating: mature
Tags: Adventure, Sex, Twilight Sparkle, Applejack, My Little Pony: Friendship is Magic, Comedy, Rarity
Length: 10453

What really happened on that notorious sleepover between Applejack, Rarity and Twilight!

This story tells the nefarious tale of what really happened on that dreaded night when a storm hit Ponyville and Applejack and Rarity took refuge with Twilight Sparkle. Now it can be told! It also reveals the secret behind the destruction of the Golden Oaks library, and why the ponies made up 'Tirek' as a cover story. Beware, not for kids or the easily scared!

Published 2015-10-16 01:10:02 UTC
Last updated 2015-10-16 01:10:02 UTC

One Stormy Night In Ponyville

Applejack glowered at her tormentor.

“WHUT did you say, missy?”

Rarity tossed her mane. “I said that you’re removing limbs too indiscriminately, Applejack. Yes, clearing deadwood, yes sculpting the foliage, but you’re leaving great unsightly holes in the treeline! I simply cannot endorse such tacky crudity. Would you at least make an effort?”

Applejack wiped her brow with a half-trimmed fetlock. “Seems to me you’re not up to speed on the situation!”

“And another thing!” reprimanded Rarity. “Perhaps it’s the time you spend with Rainbow Dash, but you simply must be more patient! Twice now I’ve seen you tear down fetching arrangements of branches in unseemly haste. You have no appreciation for the magic that transpires from lingering, casting an elegant and unhurried judgement upon your environment. I could tell you that the fruits of such patience come in all forms and flav…”

Rarity trailed off, as Applejack’s lasso leapt skyward and ripped from the tree the very branch she was reshaping. She glowered.

“But then, some fruits may be too sweet for the likes of you, darling,” she said, curling her lip.

“Listen, Rarity,” said Applejack. “An’ pay attention, will ya? This ain’t ornamental prunery. We got a major thunderstom comin’ through, the pegasi cain’t hold it any longer…”

“I thought your Rainbow Dash was ever so strong?” teased Rarity, still cross.

Applejack screwed up her face in a sour look. “Now listen here! She tole me this thing takes a team of thirty weather ponies just to steer it, some of them got unicorns riding on their backs and dampin’ the lightning down… kinda steerin’ it into other lightning? I ain’t sure exactly what they’re doin’ but if you think Rainbow Dash is expected to chase off this thunderhead all by her little self…”

Hastily, Rarity interrupted. “No, no. I’m sorry, that was unworthy of me. Far be it from me to impugn your very own p…”

“Hold it,” snapped Applejack, and Rarity stopped.

The two stared at each other for a moment, and Applejack scuffed the ground with a hoof.

“Forgive me,” said Rarity, primly. “In my work I travel far and wide, and it is too easy for me to lose touch with Ponyville morals. I promise I will not mention it again, Applejack. Your secret is safe with me.”

The country pony’s ears were splayed to the side, and her face was red. “And jes’ what’s that s’posed to mean, Rarity?” she retorted, then froze as a sapphire gaze transfixed her.

“Pegasus fucking, darling. Perhaps you’ve tried it. I doubt you in turn are ‘up to speed’ with how they do things in Fillydelphia or Cloudsdale…”

“Ah BEG your pardon?”

“Oh, sorry,” corrected Rarity. “I mean, up to speed with how they do earth ponies in Fillydelphia or Cloudsdale. Not that you’ll find many earth ponies in Cloudsdale. Perhaps Rainbow will take you! Allow a day to recover.”

“You got a problem with Rainbow, uh, takin’ me?” demanded Applejack, blushing harder. “Since when are you of all consarned ponies the expert on fuckin’ anyways?”

The sapphire eyes glinted. “You have no idea. Let us draw a tactful veil over mysteries that might frighten the horses…”

“Who?” challenged Applejack, tossing her mane and stamping the ground.

Rarity stuck out her lower lip. “You, silly. Trust me, you don’t wish to inquire…”

“Oh, no. Aw no no! You’re not gettin’ away that easy,” said Applejack. “You know about me an’ Rainbow. So who are you fuckin’, then? I bet it’s a mare, jes’ like us! On account of you are way too uptight for any stallion to, uh… y’know.”

Rarity glowered. “A lot you know, Applejack.”

“It is a stallion!” crowed Applejack. “Yeehaw! Brave feller! Do ya have to gussy him up a mite, first? Does he have to take a lil’ ol’ bath? Perfume, ribbons?”

“Applejack! Firstly you haven’t the foggiest idea about the dark storm of intimacies and glorious desecrations a courageous unicorn can embark upon. Secondly, you assume far too much…”

“So it’s mares then?” said Applejack brightly. “And it is a dark storm a-comin’ so we best get branch yankin’! Thank you for sharing our little secrets with each other, who knew you were such a fan of nether lickin’s? Not me!”

Rarity bared her teeth. “I did not say that either. You have no imagination, Applejack, and forgive me for observing that you are beginning to piss me off. Darling.”

“Well, your slackin’ ways and frou-frou shrubbery preening are gettin’ up MY tail not in th’ good way, so how about we return to the job we’ve been asked ta…”

“Preening,” snarled Rarity fondly. “Yes. Our little secrets, eh? How are you at that? Hmmm?”

Applejack suddenly blushed again. “At what?”

Rarity smiled. “Oh, nothing. Nothing of consequence. I’m sure it doesn’t matter in the least that I could make your Rainbow come harder than you can.”

Applejack went from red to white. “BEG pardon?”

“You heard me,” said Rarity, and yawned. “I could give pointers. From my far greater experience.”

Applejack lifted a rear hoof, as if to kick, though there was nothing behind her. She tossed her mane, she glared… but then, rather than stamp and rage, she stalked nearer to her tormentor, and hissed darkly, “Since when did you get this jealous… an’ MEAN?”

As she approached, Rarity stamped the turf in a rage, with a deafening clap of thunder and a flash of dramatic light.

“I haven’t been laid in YEARS, idiot! Will you stop prying and teasing?!?”

Applejack sat back on her haunches, stunned, her eyes wide as she took in the trembling fury of her fashionista friend. “Dang! Um. Sorry. Uhhh… Rarity, kin I ask you something?”

“What?” hissed Rarity.

“How’d ya do that?”

Rarity blinked. “Do what?”

The thunder crashed again. The lightning flashed—and the rain came down as if some exasperated alicorn or Windigo had hurled buckets of water, to cool off the pair of provocative ponies.

“EEEEEEEE!”

“Ahhh!” screamed Applejack. “Too late! Them trees are gonna have to prune themselves now!”

“My maaaane! My tail!” wailed Rarity. “Heeelllp!”

“An’ what do you ‘spect I’m gonna… EEEEE!” squealed Applejack, as another lightning bolt blew a branch clean off the tree they’d been working on. “Never mind your pretty tail, get to shelter!”

“Where shall we go? Who will save us?” cried Rarity.

Through the rain, a voice reached them. “Applejack! Rarity! Over here!”

Madly, their argument forgotten, the two mares galloped for the Golden Oaks Library, as Twilight Sparkle held the door open for them.

“Oh, Twilight!” cried Rarity. “Thank you ever so much for EEP!”

“Hey!” yelped Applejack, for the elegant unicorn had barred her path with a rain-drenched hoof.

Rarity froze her with a glance. “You are dripping mud upon her fine carpets, Applejack!”

“It’s okay, really,” protested Twilight, but Applejack had other objections.

“There AIN’T no carpets in here, missy!”

Hearing this, Rarity batted her eyelashes. “Certainly there are! You’re standing on one right now!”

Applejack gasped, wide-eyed, and trotted back a few steps with a trepidatious look. That became a blink, then a double-take, then a formidable glare. She stuck out her lower lip in rebelliousness, the glare worsening.

“That is a doormat, Rarity. You know? Scruffy brown thing, so’s it don’t show the mud? That is jes’ exactly what a doormat is FOR. Excuse me, please.”

Rarity stared as Applejack returned to the small brown rectangle decorating the floor, and wiped her hooves decorously upon it, still pouting.

“Splendid, darling. Four stars, bravo. Now we’ll need to wash the doormat as well as your muddy hooves.”

“Now see here!”

“Girls, girls!” protested Twilight. “Don’t argue! I promise, it’s okay, I’m just happy I could offer you shelter from this terrible thunderstorm! If only there was some way I could… OOH!”

Rarity and Applejack gazed levelly at each other. Their innocent lavender friend had just lit up like a Hearth’s Warming decoration, plainly struck by a notion that filled her with delight.

“Whatcha thinkin’, Twi?”

Twilight Sparkle bounced in the air off all four hooves, twice, beaming an enormous giddy smile. “Sleep-over! I can have both of you for a pony sleep-over! Won’t that be fun?”

It was farmer and dressmaker’s turn to be stunned. Rarity’s jaw dropped. Applejack blinked in disbelief. Rarity gulped.

“Ah… while it is a most generous offer, and despite some things I might have said earlier to dear Applejack, I really feel that would be presumptuous…”

Applejack chimed in. “Sugarcube, I know that sounds like fun but Rainbow would never forgive me for such-like recreatin’ while she’s hard at work…”

“Oh, come on!” protested Twilight. “I’m just trying to make this more fun for you!”

“And we appreciate the offer, dear Twilight! Goodness, it’s been years, I can’t tell you,” said Rarity. “But, ah, perhaps present company is shall we say… limited? In imagination, let’s say.”

Twilight stamped a hoof. “Nonsense! I’ll have you know I own a book on sleep-overs that’s three hundred and fifty-seven pages long! There’s no way we’ll run out of fun games to play, so I insist!”

Applejack’s jaw dropped, this time. Rarity tactfully reined in its dangle with a gentle alabaster hoof, then shot her compatriot a glance. “You, go wash up at once! And Twilight, I think you’d better show us this book. Where is it from?”

Applejack had grinned widely. “Wee-hoo!” she cried, and rushed outdoors to rinse the mud from her hooves. Indoors, Rarity watched Twilight warily as she trotted over to stand on her rear hooves and extract a weighty tome from a high bookshelf.

Just like that, Applejack had returned, panting, her eyes gleaming with pleasure. “Dang! That’s a big feller! Rainbow will jes’ have to forgive me this one. I’ll make it up to her. You mind if I take notes for later?”

Rarity snorted. “Not so fast! I’m not familiar with this volume. Is it Hoofington? We’ll hope it’s lower rather than upper class Canterlot, trust me on this one. Or is it,” and she gulped theatrically, “Fillydelphia?”

“What’s so dern fancy about Fillydelphia?”

Rarity cleared her throat smugly. “My old stomping grounds. I’m not sure we have the provisions for it, mind you.”

“Provisions?” blinked Applejack.

“Equipment.”

“Come again?”

“Oh yes,” said Rarity with satisfaction. “Again and again and again. You’ll see.”

“Here you go!” said Twilight, levitating the book over. “Slumber 101! All You Ever Wanted To Know About Slumber Parties But Were Afraid To Ask.”

“Fillydelphia,” declared Rarity. “I called it! Rather a dead giveaway in the title.”

“How so?”

“Be afraid,” suggested Rarity, smirking awfully. “Be very very afraid. In a nice way? Well, nice for somepony, anyhow…”

Applejack glared at her. “Twilight! Let’s see that there book. Afraid, huh?”

“Oh!” squeaked Twilight cutely. “She must have seen the chapter on ghost stories! Right here!”

Twilight’s horn brightened, and she thrust the book before her friends and opened it for them to see.

Earth pony and unicorn jaws dropped, as one.

“Ghost… stories,” said Applejack weakly. “Spooky ghost stories. Puttin’ lightning bugs in jars to make lanterns.”

Rarity was frowning, her horn flaring to life as she turned page after page. “Make-overs! Pillow fights. Marshmallows impaled on sticks?”

“Wait, what?” blinked Applejack, and looked. “Awww, dern it! Thought they come up with a new one.”

“Behave, Applejack!” scolded Rarity. “I am not confectionery, and that Pinkie Pie joke is very old!”

“Is something wrong, girls?” asked Twilight. “This is fun, right?”

They just stared at her, dumbfounded.

“Twilight Sparkle,” said Applejack gravely, “have you ever, EVER been to a Ponyville sleep-over before?”

Twilight sat on her cute purple rump. Her lip quivered. “In fact no, I haven’t, Applejack. I’m sorry, I can see I’ve made some kind of dreadful mistake. Am… am I doing it wrong?”

Applejack and Rarity glanced at each other, and Rarity cleared her throat. “Not to say wrong, darling! There is no wrong here. It’s just that this book… well, it’s for kids.”

Twilight’s eyes glistened. “I just wanted to find something fun to do! Since you’re stuck here. Only one of us can go out in that weather.”

“Aw, Twilight! Don’t you worry. Maybe this is a time for you to learn!” said Applejack.

“L—learn?” sniffled Twilight.

“Learn how much fun a REAL Ponyville sleepover kin be!”

The smile that crept over Twilight’s face was worth fighting for. It was drawn out by her friend Applejack’s determined cheerfulness, her certainty and good humor.

Rarity, by contrast, smirked. “Why, yes! We’ll have one country-style. Ponyville style!”

Applejack’s head whipped around in a suspicious glance. “Country style?”

“Training wheels,” added Rarity, smugly.

“Oh yeah?”

“Easy mode.”

“Now see here, missy!”

Rarity yawned. “I’m not complaining! I told you earlier, I am terribly pent up. A nice low intensity…”

A new voice chimed in. “You’re putting training wheels on Rarity? What the heck is that for?”

Rarity shrieked and jumped back, wide-eyed. “Spike! What are you doing here?”

Spike gave her a weary look. “I live here. That’s kind of mean, Rarity. Do you have any rubies to, you know, make up for it?”

Twilight boggled at her friends, for they’d suddenly become very uncomfortable. Rarity was beside herself, and Applejack seemed to be rotating her body to face Spike at all times, angling her hindquarters well away. Twilight sniffed the air, and frowned. It smelled like Canterlot… or at least the back cloisters of the Royal Canterlot Library.

“It’s Spike, of course,” she said. “You know how I said only one of us can go out in this weather? He’s it. Dragons are waterproof, fireproof and lightning proof.”

“Yeah!” boasted Spike. “And, brave, loyal and always ready to help!”

Rarity’s pupils suddenly contracted to pinpoints in a look of startlement, then bloomed outward into dragon-melting pools of sapphire adorableness. “Do you mean that, Spikey-wikey? Do you really?”

“Of course I do, Rarity! Never mind about the rubies, I was only kidding…”

“Oh, you may have them yet,” breathed Rarity. “Spike! Do you think you could do me a little eensy-weensy favor? If that’s all right with you, Twilight?”

“Sure I will!” replied Spike.

“What’s this favor, Rarity?” demanded Twilight Sparkle.

Rarity batted her glorious eyelashes. “We’re trapped here by this awful storm, but it’s no danger to you, Spikey! I only wonder if you could go over to my home, and water my plants?”

“Uh, Rarity,” said Spike, “it’s raining. See? Rain, which is water. Dragons are very clever, you know, I’m glad I could help you out with that.”

Rarity’s smile held, if perhaps with a few more teeth than necessary. “Indoor plants, darling. And can you really? I can make it worth your while…”

“Oh! I get it. Yeah, it usually doesn’t rain indoors,” said Spike.

“Not yet,” purred Rarity through that glittery smile.

“What?”

She shook herself, refocussing. “Spikey-wikey, dearest little friend, able assistant and dragon divine. You may have several rubies of the largest size as a snack if you’ll go and water my plants for me. Please?”

Spike beamed happily. “I’m on it!”

“Wait!” insisted Rarity. “Several rubies. Then you must wait a few minutes for the soil to absorb the moisture properly. Then, just a little bit more water, just a smidge. And you may have another ruby. And then just the teeniest bit more water! You must go slowly for the soil to imbibe. It’s terribly important! The whole evening depends upon it!”

Spike was staring at her as if she’d gone mad, and then blinked at a thought. “Oh! Uh… you got it! So, several times, huh? And then, another ruby? And then even less water? And another ruby, and so on?”

“Oh, clever Spike! That is it in a nutshell!”

“Somepony’s nuts, all right…” muttered Applejack, but Rarity was already turning to Twilight.

“May dear Spike help me in this way? Is that satisfactory?”

Twilight blinked, looking as perplexed as Applejack. “Sure! Go ahead, Spike, take all the time you want.”

“Yes, exactly!” cried Rarity. “Off you go!”

Spike proudly saluted, marched over, flung the door open allowing the gale to blow rainwater onto all three ponies, cried “For Rarity’s Plants!” and strode off into the teeth of the gale, where he was soon lost to sight. Applejack trotted over and shoved the door closed in spite of everything the storm could do to keep it open, and the Golden Oaks Library went relatively quiet again, with the howling winds kept firmly outside.

“That’s got rid of him,” said Rarity. “Are you sure there’s nothing in perhaps an appendix of that tiresome book?”

Twilight blinked. “What? I thought you needed Spike’s help! What do you mean, rid of him?”

Rarity fixed her with a serious look. “Dear Spikey is too young. It’s for his own good. Far be it from me to shatter his innocence! We shall have far more fun shattering yours, darling Twilight. And Applejack’s, of course.”

“Now see here!” protested Applejack.

“But I don’t understand any of this!” squealed Twilight fretfully.

Rarity tsked. “Applejack! Tell her.”

Applejack made a face at Rarity, and complied. “What this crazy fashion-pony ain’t tellin’ you is, we don’t do slumber parties the way it’s shown in your book. We do it a different way in Ponyville, which Spike mighta found a lil’ upsetting. Particularly on account of some stuff Rarity tole me earlier.”

Twilight’s lip was quivering again. “How is it so different? Why no Spike, why not for kids?”

“Well,” said Applejack, “mostly ‘cos of all that fuckin’.”

Twilight glanced back and forth between her friends. “You’ve got to be putting me on.”

“Don’t pout, darling!” urged Rarity. “No fear. It’s not as if it is a Fillydelphia sleepover, you know.”

“Oh, come on!” snapped Applejack. “I’ll have you know…”

“I know many things,” retorted Rarity. “If you’re not careful I just might show you. Have a bit of respect before you learn respect in earnest!”

“But,” said Twilight, “you just sent Spike off to water plants! What makes you think he won’t come back?”

Rarity scoffed. “Twilight, darling! I know my Spikey-wikey. I’ve got a full jar of rubies right there. I told him to return to the jar between waterings, and I shan’t be watching him. It’ll be two rubies, some watering, three rubies, more watering, another five rubies, just a bit more watering, twelve rubies…”

“He’ll get sick from all those rubies!” protested Twilight.

“He’ll fall asleep,” countered Rarity. “I’ve seen it. It’s adorable, in fact. And he’ll be safe indoors. He’ll probably be curled up on my chaise lounge when I return tomorrow morning, and I’ll be ever so grateful for his help.”

Applejack was scratching her head with a hoof. “Watering, rubies, watering, rubies… Rarity, that’s all well an’ good, but he’s gonna kill your plants. Them things gonna drown if he keeps that up!”

“Impossible,” said Rarity.

“Oh, yeah?”

“They’re silk,” said Rarity. “I made them myself. I suppose they might end up rather soggy.”

Applejack took off her hat. “Dang! Rarity, Rarity, Rarity.”

“Yes,” said Rarity happily. “And now, it is our duty to introduce our dear… nay, our beloved Twilight, to Ponyville sleepovers.”

“Not Fillydelphia sleepovers?” challenged Applejack, shifting her weight from hoof to hoof restlessly.

“Oh, no no. I’m surprised at you, Applejack. How could you suggest throwing her in at the deep end like that? Do you want that on your conscience?”

Twilight blinked. “Want what?” she protested.

Rarity batted her eyelashes. “The erotic ruination of a sweet, innocent unicorn.”

“I am not innocent!” insisted Twilight, stamping a hoof. “Well… not much! I’ve read books, you know!”

“Hah!” grinned Applejack. “Thought so. Twi, time you joined th’ community! And you sure are sweet, I notice you ain’t arguin’ that part.”

“Soon we’ll know,” suggested Rarity.

“We’ll be gentle,” reassured Applejack. “Us Ponyvilleans, we kin be a mite rough…”

Rarity snorted with laughter. Applejack glared at her. “Somethin’ funny, missy?”

“Oh, no, no,” purred Rarity. “Do go ahead. I shall be gentle. Ponyville is not ready for Fillydelphia fun.”

“Oh COME ON!” cried Applejack, and then turned to Twilight Sparkle, who was trembling. “Scuse us. Somepony seems a lil’ full of herself sometimes. How about we’ll both be gentle?”

Twilight’s ears were laid back hard. “Uh…” she said, and stepped back a pace.

“Aw, we’re scarin’ ya!” said Applejack. “Should we call this off?”

“Applejack!” wailed Rarity. “Bite your tongue! Before I bite it for you! You simply cannot lead me on this way, and… look, I shall retire to the bedroom with my fellow unicorn who would understand the plight of a bitterly frustrated mare, and…”

She’d stepped toward Twilight during her dramatic outburst, and Twilight had backed off another pace.

“Who’s leadin’ who on?” demanded Applejack. “You went to all the trouble to get Spike outta here, and I swear I can smell yer perty from across the room, and now you’re jumpin’ Twi when she’s scared and don’t know how this thing goes down…”

Twilight gulped. “No, that’s me,” she said. A little wet noise came from behind her, and a drip of pony lube delicately hit the floor.

Both Rarity’s and Applejack’s eyes followed it, and then rose to meet hers. Twilight whimpered, and retreated another pace.

Applejack gulped. “Sure ‘nuff is, Twilight. Don’t be scared, honey. Look, we’re not gettin’ any closer. Twilight Sparkle, what do you want from us?”

Twilight gulped again, her tail lashing. “I, I… Applejack, Rarity, I’m so excited but I’ve never done this before. Sweet Celestia, I’ve never blushed so hard in my life! I might have to clop off if that’s okay. I’ve never done that in the presence of another pony. Oh gosh!”

Rarity’s tail lashed, too. “Twilight, darling. This is your night. A fine sturdy earth pony and a dizzyingly pent up, impassioned unicorn of fearful experience and ingenuity are at your disposal, and it is sex you shall have, here and now, if you wish it. We will see you through it, and it will be mighty and glorious, and this is our gift to you.”

“Yeah, that,” added Applejack. “Fine sturdy earth pony? Really? Rarity, I oughta…”

“Sh!” urged Rarity. “Twilight, we’ll do whatever you like. This sleep-over is for your delectation and delight. What do you want to do, right now? I promise, you’ll have it.”

Twilight gulped. Her vagina winked. She licked her lips.

“Would it be okay if I… watch?”

Rarity and Applejack blinked. Slowly, their heads turned to see each other, as if for the first time.

Both began to grin harder and harder, matching lusty predatory grins. Rarity’s tail lashed. Applejack’s hips wriggled like a cat about to pounce.

“Oh my gosh!” squeaked Twilight. Her hoof shot back between her legs, and just as she touched her quivering vagina, they were upon each other.

Twilight’s heart pounded faster as her beloved friends pounced ravenously on each others’ bodies, so close she could almost reach out and touch them… but then, she eeped in alarm and scrambled back, masturbation forgotten. Surely horny ponies ought to be fondling each other with hungry hooves, or licking pony nipples and other delights?

Rarity and Applejack hadn’t got the memo.

“Hey!” cried Twilight. Only grunts, snarls and heavy thumps were her reply. Wide-eyed, Twilight took cover behind her table, peering skittishly over a pile of books.

The problem was simple. Neither mare wished to yield to the other, and Applejack wrestled with farm-pony strength as Rarity tried to trip her using unicorn magic to grab her orange hooves, tried to tumble the fiercely wrestling country girl to the floor. Apparently, both wanted to be on top.

In some ways, it was a strikingly generous sight. Both ponies were dead set upon flipping the other, diving in and ravishing that helpless wriggling other mare while she was on her back with pussy and pony breasts all exposed for carnal pleasuring, quite unable to return the favor. Both were adamant about delivering the lesbian fucking, and neither were prepared to receive it. Both had recently been eyeing Twilight and vowing to demonstrate to her the joys of sex, and had turned their energies elsewhere. Perhaps both had intended to work this strange magic on Twilight herself, even simultaneously.

Twilight hid behind the table even more at that thought, but she also started clopping again. She’d never imagined her friends could show such carnal ferocity. Well… not those friends. Not Rarity, anyhow. Twilight cringed as Applejack pinned Rarity’s head to the floor by sitting on it, only to bounce up with a yelp as the elegant unicorn nipped the inside of her ruddy thigh with gleaming white teeth.

“Can’t you take turns?” wailed Twilight. “I thought you said this was fun!”

The two combatants blinked and sprang to their hooves, Applejack shaking her hind leg to test that it hadn’t been chomped off. They glanced at their innocent friend shamefacedly.

“Aw, shucks!” protested Applejack. “I’m real sorry! You’re right, this ain’t our way of lovin’, nohow!”

“Speak for yourself, darling,” purred Rarity, a mad light glimmering in her sapphire eyes, a crazy grin on her normally demure face.

At that, Applejack glanced over and her ears flattened against her head. “Dang. Since when were you such a bronco in the sack?”

“You don’t know all of me,” crooned Rarity. “Are you complaining? Shall we take it down a notch?”

Applejack’s gaze flicked between the feral fashionista and her intimidated, aroused lavender friend. “I reckon it depends who you ask!”

Twilight peered fretfully from behind the table. “I just want us to have fun! I never said you should fight! Why are you even doing that? It’s like both of you want to be on top or something!”

Applejack’s eyes widened, and she blushed. “Uhhh… got me there. Ra… uh, some ponies like that! Like it from me, I mean.”

“So can’t you take turns?” said Twilight. “I’m not seeing the fun. I said I wanted to watch, not to hide! You’re scaring me!”

Applejack blinked. She glanced at Rarity, who was still grinning and staring hungrily at her, flanks quivering with nervous tension, the squiggly tail lashing.

“Right,” said Applejack. “Uhhh… all righty then! We’ll take turns. An’ I’mma gonna lay down first, on th’ grounds that I got more stamina.”

“Oh, you think that, do you?” purred Rarity, wriggling her hips as if to pounce.

“Hush, you,” chided Applejack. She licked her lips, gaze locked with the elegant unicorn. “You’ll git yours. C’mere and put that saucy tongue to use. An’ Twi, well, she kin watch.”

Applejack rolled sensuously over, spreading her hind legs. Twi loomed, peering cautiously from behind the table. Rarity slunk forward like a cat, and then lunged.

“Weeehooo!” cried Applejack. “Nnnnh!”

As voracious slurping and licking noises resounded through the Golden Oaks library, Twilight thanked her lucky stars that Spike had gone to eat rubies at Rarity’s and crept closer, wide-eyed and fascinated, drinking in the sights and sounds and scents.

“Oh, wow, oh gosh!” she breathed, fondling her own eager mound with her fetlocks tickling her own nipples. “That’s what it looks like from that angle!”

Applejack’s legs kicked weakly as she let out sensuous, low moans. Rarity seemed to be moaning too, but as her muzzle was buried between Applejack’s legs the sound was muffled. She moaned into Applejack’s vagina harder, seemingly on purpose, and Applejack writhed on her back and bared her teeth in a grimace of ecstacy. “AW yeah! Woo!”

Twilight could see right up Applejack for a moment as she winked, see the glistening and fevered tunnel of appley love quivering juicily and expectantly for a big thick intrusion none of them had handy… and then, Rarity’s little pink tongue slurped right across it to hide it, and the impassioned unicorn turned her attention to Applejack’s tits, projecting perkily up from between her legs, all cozy pert swellings and twangingly erect nipples.

“Uhmmmm… rrrh!” said Applejack. Rarity’d suckled on her nipple, then gently bit it. “Dangit Rarity ahnnn! The hell ya UHHHNNN!”

Applejack’s legs kicked to either side of Rarity’s head, for the wicked and obviously aroused unicorn had gone back to pussy-eating, this time thrusting her tongue as far into country pony depths as she could reach. She grunted, tongue outthrust, her head twisting and wiggling, as Applejack squealed, “Ah! Rarity, eeee! Aw yeah! UNHH!”

Twilight’s hoof churned fiercely against her winking clitoris as she crept a little closer. Her face was inches below the trembling arch of Rarity’s hindquarters. Just above Twilight’s eyes, her fellow unicorn’s pussy winked out hard, again and again, a lube-sheened delicate pink where innocent paleness warred with the lewd quivering of her engorged labia, the eager projecting of her small but shapely clit. Twilight had read that smaller clitorises, nipples and penises were more sensitive to the touch because the nerve endings were packed closer together. As Rarity growled and licked avidly at Applejack’s overstimulated pussy, Twilight’s nose snuck closer and closer to Rarity’s still untouched and increasingly hysterical vagina, all winking labia and protruding clit, gleaming in delicious ooze-glossy pinkness. Twilight’s tongue hesitantly protruded…

“GAAAH!”

Rarity had topped off a deep tongue-thrust into Applejack by sealing her muzzle over clenching country pony clitoris… and suckled, just as she had on Applejack’s nipple. Applejack’s whole body twisted, contorted, and in wild orgasmic spasms…

“Eeeeee!” “AAGH!” “Grraaahh!”

…Applejack bucked the ferociously suckling Rarity right over Twilight’s head, and sent her sailing through the air to collide with the bookcase and crash to the floor surrounded by spatterings of female juices and Daring Do first editions. Technically, some of the Daring Do first editions already had the faintest traces of female juices on them, but Daring Do was a very exciting pony and sometimes Twilight was too tired to do anything but push the book gently back into place on the bookshelf and stagger off to bed without washing her hooves, and Rainbow Dash had never once complained or mentioned it. And Dash had borrowed that particular book five times. In a row.

Before Rarity had even hit the ground, Twilight had squealed and hid behind her table again.

“Guys!” she squeaked. “Friendly? Remember?”

The lust-maddened mares weren’t listening. Rarity was already up, staggering toward Applejack with a gleam in her eye, but unsteady on her hooves. She’d taken Daring Do and the Staff of Titan to the personals, and it had left the Staff sticky and the unicorn dazed from a sudden unexpected orgasm, just like Daring Do herself might have given.

Applejack saw this, and in a flicker of movement she’d rolled to her hooves and charged, tackling the hapless, quivering fashionista.

“YER turn!”

Rarity writhed, but was too distracted to fight off Sweet Apple Acres’ fiercest bronco, and while Twilight cowered behind her table Applejack slammed Rarity to the floor and pinned her down with strong dexterous earth pony forelegs, spreading Rarity wide and revealing the banquet of unicorn mare genitalia, already glazed with pony nectars.

Rarity could only suck in a huge shaky breath, and then the time for breath was over and the time for breathless had begun.

“NNNghhh! ahhhhnnnn! ghhhEEEEE!”

Rarity banged her head on the floor, squirming as Applejack took over and devoured her like it was a pussy-eating contest at the Pony Fair. What she lacked in sophistication she made up for in enthusiasm, and Rarity rapidly melted away under her ministrations, squealing in delight and pounding the floor with a free forehoof, as the other held Applejack’s exploring head in place. It wasn’t necessary, for Applejack’s muzzle was welded to unicorn vagina and she licked and suckled feverishly, bringing up a hoof to clop along with the licking, doubling her efforts even as Rarity began to shriek…

Suddenly, Rarity’s whole body was shaking and bucking even while Applejack clopped and licked her, and then a gush of straw-colored liquid splashed out, drenching Applejack’s hoof and Rarity’s tail. Twilight blinked, even as Rarity squalled lewdly like some demented and very elegant soprano moose.

“Wait, I read about this!” cried Twilight eagerly. “It’s not pee, guys! I’m almost totally sure it’s not actually pee. It’s from… guys? Uh, guys?”

Only horse squealing noises served as her reply.

Rarity, in a desperate outburst of flagging energy, twisted around and got herself into a 69, wrenching herself away from Applejack’s fervent and rather competitive cunnilingus. Her horn glowed brightly as she used its power to lift herself, and returned to eating Apple with a vengeance, enough to keep doctors away for years and years.

Applejack moaned, staggering, and then growled, “Ah said YER turn! Stop wrasslin’ missy, time to become a puddle! I got you half melted already, tole you I was good at this!”

Rarity didn’t deign to respond with words. She held her head up with unicorn magic, and melded her dainty muzzle over Applejack’s vulva, suckling on Apple clit as if her life depended on out-lesbianing the country pony.

Applejack stood a few seconds of noisy suckling, and then wailed, “Aw! Fuck!” and shuddered all over, squirting the straw-colored pussy juice against Rarity’s ravenous muzzle, and fell over when Rarity still wouldn’t stop.

“Wow!” squeaked Twilight. “I think she wins! Rarity, wow!”

At this, Applejack gritted her teeth. “HELL naw…”

She dragged herself forward frantically, and Twilight could see that Rarity not only had Apple clit between her lips, she was even teasing it with careful pony teeth. Or perhaps not so careful, for Applejack was shaking all over, unable to stand. She yanked herself clear of her unicorn tormentor, and turned to face Rarity, head held high and proud.

“Yer goin’ DOWN, pretty thing! And you deserve every bit of it. Crazier than Rainbow. Here it comes!”

Rarity was too weak from extended climax to rise, and her eyes went wide as Applejack staggered forward and dove between her legs. Then, she squealed a guttural, abandoned cry of lust and gave in to the shakes, for Applejack was clopping her fiercely with the same slippery, soaked hoof, while licking her winking clitoris in tender, relentless insistence.

Twilight couldn’t see Rarity’s face, just the glow of her horn behind Applejack’s body and the spastic twitching of her splayed hooves. Rarity was a puddle already, being reduced to a state of mind-blown comatose unicorn by the determined loving attentions of an earth pony mare with stamina to spare. Twilight watched Rarity’s hooves and tail twitch in a series of orgasms that seemed to build and build…

What Applejack hadn’t remembered, however, was a little thing about unicorns. The same stimulus that might reduce a unicorn mare’s body to helpless limpness, had a tendency to spur her magic to orgiastic outbursts. Normally this might be expressed as gushers of magic release, a unicorngasm to match the maregasm that was the boon of all ponies, a very special experience and also something of a fire hazard.

Rarity was a very determined, very excited pony, and her horn’s dexterity was honed by years of sewing and needlework.

In her wild frenzy of orgasmic outburst, Rarity’s magic seized Applejack’s vagina and plunged a tendril of glowing force into her, while also seizing her winking clitoris and gnawing on it with tingly wisps of telekinesis.

Applejack squalled and struggled violently…

Rarity let out a paint-peeling shriek, and all motion stopped.

“Oh, fuck, oh my, oh dear…” breathed Applejack in an alarmingly different tone.

“What?” cried Twilight, moving forward to see, and then she gasped in horror.

Applejack glanced shamefacedly up at her, biting her lip anxiously.

Rarity panted, trembling, with Applejack’s entire forehoof wedged up her pussy.

Twilight stared, in horror. “THAT’S not in any book I ever heard of!”

“Ah din’t mean to!” wailed Applejack. “It was an accident!”

“What were you thinking? Was it the page on puppet shows? Was that it?” yelled Twilight. “You’re doing it wrong! Pull that out right now, we need to take her to the pony hospital!”

Applejack gulped, and gave a fearful tug.

“NNNNRRRRHHH!” “Ow ow, ow! ow!”

Twilight stared in extra horror. The lewd savage groan had come from Rarity, who’d shuddered all over as if not done with her orgiastic ways. The ows had come from Applejack, and her hoof remained trapped inside their dear friend’s unicorn vagina.

“Ahhh!” cried Applejack. “She’s clampin’ down, Ah cain’t move it for nothin’!”

“Oh gosh oh gosh!” wailed Twilight. “Don’t move it then! I need to try and lift both of you with my magic, we have to bring you together to the pony hospital!”

“What, now? In this storm?” protested Applejack. “I mean, sure, okay. Ow ow… I’m holdin’ real still, you jes’ tell me what to do, Twilight…”

Then, they looked up, for Rarity’s eyes were open, and her voice croaked as she tried to force herself to speak, and her words stunned them.

“D…don’t stop…”

Applejack, with her free hoof, took off her hat. “Well now, you are shittin’ me.”

“Are you crazy?!?” cried Twilight.

Rarity coughed, and turned to them desperately. “No! Listen! I… rrrhhhh! I’ve seen this done unhhh! before!”

“What, in Fillydelphia?” blinked Applejack.

Through gritted teeth, Rarity hissed, “I warned you! Now do you belieeEEEE! ve! me?”

“Ow, stop pinchin’, Rarity! This can’t be good for yer pretty!”

“No listen listen darling PLEASE listen! You’re hoofing me. Don’t panic. Take me through it! Ahhh, it hurts! Please!”

“Please what?” shouted Applejack. “Ah’m tryin’ to pull out but it’s stuck like a cork in a bottle, missy!”

Rarity was shaking, her teeth gritted, her eyes rolling back in her head. “I… told you! I can’t relax, aahhhh! Don’t stop now! Don’t STOP MOVING, don’t let me cool off like this…”

“You mean after all this, you reckon we oughta keep right on…”

Rarity’s horn lit brightly, and her magic seized Applejack by the ear, dragging her closer to hear her instructions, hissed through pain-gritted teeth.

“Keep going and MAKE me relax. Melt me. You know… how…”

Rarity’s head fell back, and she resumed panting and shivering. Applejack’s eyes met Twilight’s.

“Dang,” she said, and then jumped. Rarity’s hoof had banged the floor.

“DO it!” begged the elegant fashionista turned hoof-puppet.

Applejack bit her lip, and tensed her foreleg, staring fixedly at the disturbing bulge in Rarity’s belly, and tried to twist her hoof along its axis.

Twilight’s ears were laid back in tension, and then flattened further: with a sticky moist noise, Applejack’s hoof swiveled slightly inside Rarity, who jolted as if she’d been struck by lightning and panted harder. Twilight stared, aghast. “Ew! I can see it moving in there! How is that even possible?”

“More!” snarled Rarity, eyes screwed shut, voice hissing through gritted teeth.

Applejack, wide-eyed, nuzzled her pristine alabaster chest tenderly, and continued to rotate her hoof with cautious strength, Rarity shuddering all over as the unforgiving foreleg swiveled inside her body. The elegant unicorn pounded the floor with her own forehoof again, driven beyond endurance, and then wailed, “Oh, Celestia! Fuck me harder… I mean, other ways! Keep moving just like that! Don’t you dare go more roughly… but harder, harder! Aaaahh! Oh please harder and just like that, quickly, quickly!”

Applejack’s ears went back so hard her hat fell off. “Now see here! Honey, I’ll do any way you like but how the hay can I do harder and quickly and jes’ like that all at the same time?”

Rarity was shaking and sweating, her jaw very tight, and couldn’t answer. Twilight studied the situation in hasty anxiety.

“I know!” she squeaked. “You’re moving it and it’ll hurt her if you move it any rougher, but you’re not licking her pussy anymore! See? That shiny part where your whole hoof is stretching her vagina out to, dear Celestia I can’t believe I’m seeing this it can’t be possible how can it even stretch that tight…”

“Twilight!” snapped Applejack. “Focus! You think she needs some more lickin’?”

“She must! I’m sure it’s less glisteny than it was a moment ago! Vaginas lubricate to ease passage of the stallion’s penis, and she said she needed to be more excited to go through with this. I think we’re supposed to bring her to orgasm until she relaxes? Well, she’s not relaxing, is she?”

“Clampin’ my poor hoof off, if you must know…”

“Well, then, it’s obvious! Part of what was arousing her was the vagina licking, so you need to keep doing that!” proclaimed Twilight triumphantly.

Applejack’s face was sour. “Thankee. I’d never have thought to do such a thing without your book o’ learnin’,” she said, steadily twisting her hoof in trembling Rarity.

She leaned down. “Uhhh… uh-oh.”

Rarity screamed pitifully. Twilight cried, “What’s the matter?”

“Well, look!” protested Applejack. “Did you ever lick your own elbow? You know, where it bends there? Farther down it don’t bend that way, even!” She nuzzled Rarity’s breasts, stretching her neck as far as she could. “Twilight, it don’t reach! Ah cain’t git there! You dive in, right away.”

Twilight squeaked, startled. “What?”

“Now, missy!”

“But I never licked vaginas!”

Both Rarity and Applejack stared at her, in disbelief.

“Welcome to Ponyville,” said Applejack laconically. “Hope you enjoy your stay.”

“Gosh, I…” began Twilight, but Applejack wasn’t finished.

“Now git in there and eat some unicorn pussy this instant, or Ah will whup your precious purple pony ass!”

Twilight squeaked in alarm, and dove forward, but froze at the last inch. “It’s all goo and yuck!”

Applejack’s eyes flashed. “You said yourself it ain’t pee, which it ain’t. That’s unicorn honey, missy, nectar of th’ damn gods. Do it now!”

Twilight, her heart pounding, extended her tongue and lapped caressingly across Rarity’s aching, strained vagina. Her tail shot straight out behind her in a twitch of utter shock.

“That’s good…” breathed Twilight, astonished. “That’s very good. And some kind of energy to it… oh my gosh, this is me, licking vagina for real…”

Applejack wore a weary, dumbfounded look. “Be good at it,” she advised Twilight, and she returned to carefully swivelling her hoof inside Rarity’s pussy. Craning her neck as far as it’d reach, she nuzzled her friend’s pony breasts and tried to lick Rarity’s nipples, but she was going to have to trust Twilight Sparkle to do most of the work.

Unseen between unicorn and earth pony bodies, Twilight Sparkle’s eyes gleamed with a strange voraciousness. This wasn’t quite her fantasy of Daring Do in the form of a stallion and also a mare at the same time, plunging an erect stallioncock into her while also nibbling her ear and reading aloud from her own best chapters. It was different, terribly different, and no reading was involved at all.

But inches from her muzzle, Rarity’s vagina quivered, a forehoof thrust deeply into it and steadily working in cautious twists. Below Rarity’s shivering breasts, the motions of that huge appendage could be seen as subtle shiftings of the contours of her tight-stretched belly. Twilight’s saliva mingled with Rarity’s sensuous ooze, and her lovely fellow unicorn had shuddered at her touch… and the sexual energies had somehow conveyed, through Twilight’s fascinated tongue, that this too was fucking, fucking of the rawest and lewdest manner, and it was Twilight’s turn to play the Daring Do and sate herself upon a quivering, aroused mare. It was just like a fantasy, but Rarity’s taste was upon Twilight’s lips, and Rarity tasted amazingly good. The taste and scent of her connected with something inside Twilight that had never known the eager juices of a vagina not her own.

Twilight Sparkle gave a little snarl, and began licking and suckling upon all the Rarity she could reach, in a kind of frenzy, as if making up for years of lost time.

“Whoa!” gasped Applejack. Rarity had tensed up on her, and begun gasping panicky breaths. Worried, Applejack turned to Twilight. “Honey? Might want to…”

“GrrrrAAAAAGHHH!” squalled Rarity.

“Aw fuck!” squeaked Applejack, her eyes very wide.

Shuddering violently, Rarity flew into a wild juicy orgasm, kicking uncoordinatedly as Twilight rowred and sucked hungrily at her clitoris, flicking her tongue across it. Rarity let out breathless shrieks, and then Applejack’s eyes widened further, for her dressmaker friend twisted in a beautiful grimace and then, teeth gritted, began to gush big radiant gouts of magic from her glittering horn, magic that spilled in luminous blobs across the wall and left smouldering trails in its wake.

“Dashie never done THIS,” breathed Applejack. She blinked, and added, “Twilight never done this, either. Dang!”

“Ahhhhnn!” wailed Rarity, spasming helplessly and gushing magic. Twilight kept going, insatiably.

Applejack shook herself, the light-show reflecting in her eyes as she set her jaw. “All right, missy. If this don’t melt you, I don’t know what will…”

With that, she bent and stretched her neck again, to nuzzle Rarity’s breasts as well as she could, and while she did that she explored Rarity’s pussy more boldly with her hoof, reassured that Twilight was on the job adding lubrication.

“ghEEEEEE!”

Rarity’s gushing of magic doubled, her eyes rolled back in her head, and her world whited out in an inferno of erotic sensation—and for second after second, Twilight and Applejack were transfixed, their every effort dedicated to the ravaging of their elegant and decorous friend, transformed in savage coitus to a squalling, writhing, magic-spurting animal on the end of Applejack’s hoof.

“Twilight. Twilight. Twilight!”

Gradually, Twi came to her senses, her face still pressed up against Rarity’s feverishly hot vagina, her tongue weary but triumphant, her mind dazed with the intensity of her own breakthrough. Unicorn pussy was AMAZING. Twilight considered whether there might be a conduit for unicorn magic to flow through such intimate contact, and gazed half-stunned at the other pole of her profound sexual connection, the gaping glistening glory of Rarity’s pussy…

Applejack was grinning at her. Applejack was grinning and holding up a forehoof.

It was the forehoof that had been stuck!

Twilight glanced hastily back at Rarity. That white unicorn sprawled on her back, splattered with ooze, steaming faintly and rasping haggard breaths. Her mane looked like someone had struck it with lightning, and her tail was indescribable. Her pussy gaped obscenely, and Twilight stared in alarm and fascination up inside Rarity where nopony had ever seen.

It was a lovely rosy pink, very wet and glisteny, and seemed unharmed.

“We… did it?” breathed Twilight, uncertainly.

Applejack couldn’t stop grinning. “We did. She’s gonna be okay, Twi! We sure ‘nuff did it.”

Twilight blinked. “She’s gonna be okay? She sounds awful…”

Rarity coughed, feebly, and cleared her throat. “Darlings…” she croaked. “Hold me?”

Just like that, Applejack and Twilight were cuddling her, kissing her muzzle, weeping with relief.

“Aw, Rarity! You are a star, darlin’, a magic pony to beat all magic ponies! I ain’t NEVER seen nothin’ get off like that. You set fire to the wall three times!”

“Eeek!” cried Twilight. “She did?”

“It went out,” explained Applejack. “Oh, Rarity! That was amazin’!”

Rarity’s breath rasped. Dark circles showed under her eyes. “I think… our sleepover… is over,” she managed. She took a few more breaths. “Applejack? Impressive. For Fillydelphia, even…”

“Aw!” said Applejack. “Of course, darlin’, I can’t imagine you wantin’ more fucking after all that. I din’t finish gettin’ off but that’s okay. You, ma’am, took the wildest ride I ever did see, and I do believe we are done here.”

“I should hope so!” said Twilight. “Nopony else is going to stick hooves up each other, please! No more for Rarity, she looks like a wreck…”

Rarity snorted, insulted, though she had only strength enough to twitch. She moved a hindleg feebly, and was unable to rise, though the shift in tension did manage to close up her overwrought vagina. Then, she rolled over on her side, and lay panting and disheveled.

“Well, none of that for me, please,” said Applejack, who’d taken off her hat to underscore her words. “You win, Rarity. I mean, I’m stronger ‘n all, but I jes’ cannot see myself copin’ with such an intrusion. Fuck me, you took a HOOF, an’ rode it off into the sunset.”

“Not for me!” insisted Twilight, her ears back. “I don’t care how hard she came! No hooves! You’d be better off using the vegetables for the salad!”

Rarity’s ears pricked bolt upright.

“Cucumbers?” she said, hoarsely. Twilight blinked.

“Well, yes, of course. I’ve served you salad before! I just went shopping today. The sack’s still in the kitchen…”

“Bring it!” ordered Rarity, and lay her head down.

Nervously, Twilight trotted off into the kitchen, and returned holding her sack of vegetables in a magical grasp, her eyes a question. The question was soon on her lips, too. “Are you seriously telling me you need to masturbate some more, after what you went through?”

Rarity shook her head feebly. “No, darling, not precisely.”

“Then what in Equestria do you want?”

A little smile played around the edges of Rarity’s muzzle. “Show me some cucumbers. I would like a teensy little internal massage. Does that seem possible? Just to get myself back into shape. I may wince or cry out, perhaps, but not terribly: I wish you to be very tender and gentle with me. Can you do that?”

“Aw, Rarity,” said Applejack, “I’d be honored.”

That got her a sapphire glance. “Not you, dear. Twilight, I think. Can you show me your cucumbers, Twilight? Let us see what you’ve got there.”

Two cucumbers emerged, one a great deal larger than the other. Twilight stammered, “I know what it looks like but, but I should mention that it’s the little one I wanted to play naughty games with, the big one’s for slicing up and eating and that’s why they’re so different because I’m not a very experienced pony and I would never…”

Rarity smirked and seized the bigger cucumber in a magic grip that was far stronger than the energy left in her stricken body.

“Gosh,” said Twilight. “Well, it’s not as big as a hoof, I’ll give you that…”

“No, you’ll give me the little one, and gently,” said Rarity. “Your taste is impeccable, darling, I think that will be perfect.”

“But you grabbed the big ‘un!” protested Applejack.

Rarity met her eye, and her smirk worsened.

“Lie down and spread those lovely legs,” she decreed. “It’s payback time. While Twilight soothes my sorenesses.”

Applejack backed up three paces, her eyes very wide. “Uh. Are you going to hurt me, Rarity?”

“Define ‘hurt’.”

“NOT reassuring!”

Rarity snorted gently. “Oh, silly darling! No. No, I will not. You have my word. I will not hurt you, I love you dearly and I’ve better self-control than you had.”

Applejack’s eyes were wary, but earnest. “But you said it was payback time. Honey, our time together has been a special kind of magic. What more do you want from me?”

Rarity’s eyes glowed with loving warmth. “Just this, darling, just this. All I wish from this evening, apart from Twilight giving me a gentle massage upon my overstrained insides until they feel like they’re back where they belong, is to see you come as hard… or nearly as hard… as I did.”

Applejack stared at her, vulnerable, and gulped.

“You did say you didn’t finish,” added Rarity. “Pray allow me to take care of that. It is I who am honored.”

A smile quivered on Applejack’s lips. A wink parted her other lips. “Well, shucks.”

“Help me turn around!” said Rarity. “Or lie down where I can see you, dear sweet Applejack. Your turn is at hand.”

“Or Ah could stand up? Like ya do with a stallion?”

“Oh, no no. You’ll fall down,” suggested Rarity.

“You’re mighty confident!”

“Vegetables do not flag, darling,” purred Rarity. “Nor does the magic of my horn. Trust me?”

“You know,” said Applejack, “I b’leeve I do.” She walked coyly over to Rarity, and with an unusual demure grace, lay down and parted her strong, muscular hind legs to reveal her intimate parts to the stricken unicorn that wished to celebrate them with a cucumber.

Around by Rarity’s hindquarters, Twilight’s horn glowed too, as she carefully began to explore Rarity’s weary nethers with the smaller cucumber. Rarity winced, but smiled. “Ahnnn! Very good, Twilight. Just like that, and twist it about a little, but gently. Don’t force.”

Applejack licked her lips, and her pussy winked wetly. “Is that the way with a cucumber? Don’t force?”

Rarity smiled.

“Wrong cucumber, darling,” she crooned, and her horn’s magic thrust the larger cucumber deep into Applejack with a firm virile shove.

Twilight kept on working, fascinated and distracted by the loving and determined fucking of Applejack, inches away from her. No licking would be necessary. First, Rarity took pains to withdraw the cucumber regularly to slobber on it. There was no other way to put it: she seemed determined that the coitus would be juicy and slippery, squelchingly so. Then, she delighted in penetrating Applejack with deep, sensuous thrusts, at all different speeds and depths, sometimes plunging so deeply into her wriggling earth pony body that little cucumber remained for her magic to grasp.

Applejack managed to say ‘yeeha!’ coherently twice before being reduced to an incoherent puddle of mare. Rarity kept right on going, though she seemed to move more slowly and lingeringly, as if answering Applejack’s erotic meltdown with heightened tenderness, savoring every quiver and cry of ecstacy.

“Almost done,” she crooned softly, hearing Applejack’s abandoned moans. “Twilight, can your telekinesis withdraw a buried object? In case mine is spent?”

Twilight eeped. With a slurp, the smaller cucumber withdrew from Rarity. “Sorry!”

“No, I…” began Rarity, and then glanced at her. “It’s all right, Twilight. You can help me with this. Then you’ll see what I meant, if I am any judge.”

“What do you need me to do?” asked Twilight.

Rarity slid the larger cucumber deeply up Applejack, who shuddered and moaned sweetly. “Twilight? Do you see where my magic is glittering? Just a little way under her breasts but not as far down as the clitoris, which she is winking enthusiastically?”

Twilight blinked. “Yeah? I think so. What about it?”

“Knead that place against the cucumber inside her, while I tickle her clitoris with my magic,” ordered Rarity.

As soon as they began to do it, Applejack heaved a huge breath, looking startled. She shook her head, and her hindleg kicked spastically. As they continued to tickle and press, Applejack let out a guttural whoop, her eyes staring wildly at nothing.

“Stay back,” warned Rarity, and persisted.

“Guh… nh! Unnh! NGHH! GAHH! AH OH CELESTIA AAAHHH!”

“Like this,” purred Rarity in a soothing voice.

Applejack, who’d been sprawled out in a state of coital lassitude, looked utterly shocked. Inside her, the fat cucumber nuzzled up to her expectant womb, having already endured five times as long as any stallion could hope to last. Her clit, which had been happily jutting out against the slippery surface of her cucumber phallus, was getting tickled with magic… and, thanks to Twilight, another magic force was kneading a special spot along the top of her vagina against the firm hardness of that cucumber cock, something that normally would only get glancing attention, something that was now being focussed on with all the strength and devoted attention of an otherwise unoccupied Twilight Sparkle.

As Applejack lay penetrated to her depths with unicorns working on her clit and G spot simultaneously, she let out a resounding shriek and positively exploded in orgasm, with a messy splattering of various juices.

“Ahh,” purred Rarity. “Yes… yes… there! Stop, stop, darling, let her rest!”

Twilight desisted. The two stared at Applejack, who’d passed out.

“Admirable,” said Rarity.

“Where’d the cucumber go?” squeaked Twilight.

Rarity’s smile was smug and knowing. “As I thought, our friend is a gifted athlete in so many ways. A well-trained marehood can clamp down with great power.”

“Her vagina ATE it?” gasped Twilight, horrified.

Rarity snickered. “No indeed! Please be so good as to search within that lovely lady. Before she wakes, if you would, in case there are rough edges? It can be uncomfortable.”

Twilight, her eyes wide, reached out with her magic, and a slim tendril parted Applejack’s labia. Inside warm earth pony vulva, snugly crammed as deep as it would go, lay most of the cucumber. She had crushed the end of it right off in a spray of cucumber and mare juice, and locked the rest within herself.

As Twilight gingerly withdrew the bulky vegetable, Applejack stirred and whimpered. “Eee! What herd of buffaloes just run me over?”

The cucumber clunked on the floor below her. Rarity, with great effort, dragged herself across, and placed a tender kiss on Applejack’s beleaguered vulva. Not content with this, she reached further, licked a trembling burnt-ochre nipple, and smirked. “Honor is satisfied.”

“Are you okay, Applejack?” asked Twilight.

Applejack rolled over. “Mmm! Honey, that was better than okay. Was that you? You think you can work that trick on a pegasus? Just askin’ for no reason at all.”

Rarity was trying to rise. “Oh, Applejack! You are the soul of generosity, and that is me saying it.”

Twilight looked back and forth between them. “Look at you two! I thought you’d be out for the night, and you’re both trying to stand up!”

Applejack grinned at her. “Ponies are mighty resilient. We don’t stay down long. Not Ponyville ponies! Mind you, we laid Rarity out for a while but that ain’t surprising. It’s time to stagger off to bed, honey, if that’s okay with you? Soft cozy bed sounds good?”

“Nay!” protested Rarity, forcing herself to her hooves. “The storm has died down to a mere torrential downpour. You have towels, perhaps hot cocoa, Twilight? I insist we all step outside to bathe in the rain and clean off. You cannot ask me to get into bed in this condition!”

Applejack stared at her. “You’re the one who ran as fast as you could to get out of th’ rain and now you want to go back into it?”

Rarity glowered. “Your hoof is sticky. So is your tail. And my tail is simply frightful. And dear Twilight’s muzzle is completely glazed.”

Twilight eeped. “This way for the rain!” she squeaked, and, blushing, dashed outdoors first while Applejack and Rarity giggled and followed, nuzzling each other.

“I do believe that was the best sleepover Ponyville ever saw!” said Applejack.

Rarity snorted fondly. “Pah. Let us say, the best Fillydelphia sleepover that was never in Fillydelphia…”

Applejack, snuggled under the covers, kissed her muzzle. “Shucks. You know, I didn’t mean it. That was an accident. I’m just glad we got you through it safely.”

Rarity nuzzled her. “I’ve never done that one. You were fabulous. You and Twilight took me all the way, as if you had been hoofing unicorns for years.”

Applejack choked. “As if!” She thought for a moment. “I’m glad it worked out for you, but I’m sorry for bein’ a pain in your patootie. It ain’t my way as a rule.”

“Oh, it was nothing, you two kept me piping hot!” soothed Rarity. “I’m sure some of my moves with the giant cucumber were just as bad, or worse. Also, I’m almost certain a patootie is a different orifice.”

“That cucumber stuff was amazin’,” countered Applejack, “nothin’ bad about it.”

“Oh, no, you were amazing,” argued Rarity. “It was unparalleled bliss, and so gentle and deft. I’m sure I was much rougher, but you deserved it, you naughty thing.”

“Oh yeah?” said Applejack. “Cucumbers is normal, mebbe not that big but Ah handled it. I was much worse an’ you know it. Why, I did stuff to you that no unicorn could possibly survive. You set fire to the wall three times!”

“Unicorn orgasm can be a rather explosive affair,” sniffed Rarity. “That was testament to your prowess. I’m glad my humble efforts pleased you but you, dear Applejack, are a mare of devastating sexual capacities and I am mere putty in your strong earth pony hooves.”

“That’s nice of you to say,” retorted Applejack, “but that fizzin’ horn? Wow! All tinglin’ up my winkerator and then reachin’ inside me to tickle more, that’s a special treat to leave any mare weak in the knees. Why, I ought to… now what the heck is the matter, Twi?”

“Yes,” said Rarity, “are we making you unhappy? You’re wriggling and fussing.”

Twilight whimpered. Applejack sniffed the air, and her eyes widened.

“It’s just…” mumbled Twilight, “well, you both did such crazy things. And I’m happy for you, and it’s been an amazing night and I’m sure we’re all very tired, and…”

Rarity turned her head. “Twilight Sparkle, what is bothering you? Speak!”

“Well, nopony ever got ME off!”

Applejack’s and Rarity’s eyes met.

Applejack licked her lips.

Rarity’s horn flared to life…

Author's Note

…and that's how the Golden Oaks Library was REALLY destroyed! All the ponies agree: it was TWI-REKKED!

Thanks for putting up with this nonsense, and thanks to Ferret and Skeeter for bugging me to do it!

The seed of the idea came from an r/mylittlepony thread, where ponies were asked to "make episodes sound as MA-rated as possible with a review. Reviews must be TRUTHFUL, and actually speak of events that occured in the episode". This was an exceedingly dangerous thing to ask with Applejinx in the thread, and gave me this storyline, because I broke r/mylittlepony with my response, and my skype ponyfriends insisted I write it as a story, as I've now done. My response was as follows:

Look Before You Sleep
On a dark and stormy night, the country girl and the prissy girl resolve their tensions by sleeping together. After an explosive restless all-nighter where they do stuff that's not even in the book and their poor judgement threatens to knock the very house off its foundations, the heartwarming finale shows the girls finally relenting, and they turn from trying to wreck each other to a more nurturing emotionally open relationship in which love and respect have a place.
After deft, filthy, but loving use of cucumbers to affirm their new feelings, and both girls cleaning up thoroughly, they're satisfied. All is well, a new and lasting bond is forged and cozy adorable affection is the order of the day! And the country girl even apologizes for lingering pain in the prissy girl's patootie. Who smugly reminds hapless country girl that she gave at LEAST as well as she got…

And of course it's all true. As I've just told you :raritywink:

Sleep well! :heart: