What Makes a Good Party?

Chapters

Chapter 1: Spinning
Chapter 2: A Reminder
Chapter 3: Preparation and Improvisation

Chapter 1: Spinning

The cupcakes were out. The bed was made. Balloons were hanging about. Of course, there were always balloons. There were just more, now.

Pinkie Pie looked at her wrist, then took another look around her room, tapping her hoof. Everything seemed to be ready, but it was hard to be sure; this was an entirely new sort of party for her. She looked at her wrist again. "I really have to start wearing a watch if I'm going to keep doing that," she said to no one in particular.

She looked at the wall, which bore an actual clock. Fifteen minutes. She continued tapping her hoof.

With the success in Applejack's barn two weeks prior, Twilight had agreed that branching out to different locations freshened things up a bit, after holding their weekly 'get-togethers' in the crystal castle for so long. Pinkie eagerly volunteered, but then came the planning, the waiting, and the doubting. She hadn't expected that third part. She was the party master, after all, but right now, that just—

"We're leaving, Pinkie!"

"AAAAAAAhi, Mrs. Cake!" Pinkie jumped in surprise and landed facing the stairs, where her landlord and employer was poking her head up.

"O-oh! Sorry, Pinkie. Didn't mean to scare you." Mrs. Cake smiled apologetically. "Just wanted to let you know we're on our way out the door. We'll be back from my parents' in a couple of days. No wild parties, now!" She and Pinkie laughed. "I'm just teasing, of course. I know how you are!"

Pinkie held a moment of silence for the murdered joke, then replied cheerfully. "You know it! I just hope it goes well. It's my turn to host the Friendshiiiiiiiip...." What are you doing!? Don't say orgy, don't say orgy, don't say orgy. "...Romp! The… the Friendship Romp. Where we… discuss… friendship. ...Vigorously." Yeah, that's not much better.

Mrs. Cake frowned. After a moment's pause, she began to back slowly down the stairs. "I think… I think maybe you should think about renaming that?"

"Ha ha ha ha ha I don't know what you're talking about have a good trip!" Pinkie grinned, sweating profusely.

As Mrs. Cake left, Fluttershy appeared in her place, walking up to Pinkie's floor. "That was… an odd expression on Mrs. Cake's face," she said, slightly concerned.

"Fluttershy!" Pinkie shook the comical sweat off her face and bounded over, hugging the new arrival. "Welcooooome! Go eat a cupcake! I made everyone's favorites!"

Fluttershy walked over to the coffee table, smiling at the fifteen cupcakes, each with the color scheme of one of the five invited guests. She reached for one of the pink ones glazed with a creamy yellow.

"Ooh! Wait!" Pinkie shouted. "No, yours are to the right."

Fluttershy looked to the right and saw only blue cupcakes topped with what appeared to be six different shades of icing. She tentatively took a bite, finding the familiar taste of vanilla with cream cheese icing filling her mouth. "Mmmm! How did…" She peered closer at the rainbow cupcake. "...You added food coloring to cream cheese?"

"Yup!" Pinkie grinned. "It's the five-week anniversary for you two, right? I thought it was cause to celebrate!"

Fluttershy giggled. "That's very sweet, Pinkie. But you also said our one-month anniversary and our thirty-day anniversary were cause to celebrate."

"Everything is cause to celebrate!" Pinkie bounded about happily.

Twilight and Applejack wandered up next. "Howdy, girls! Ooh, fancy cupcakes!" Applejack said. Rarity appeared shortly as well, and they chatted, eating their cupcakes and expressing delight at the personal touch.

"Hey! I'm the last one, eh?" Rainbow flew in through the open window, five minutes past the hour. "Awesome! Cupcakes! Hey, why's Fluttershy eating mine?"

Fluttershy giggled and explained Pinkie's thought process as Pinkie wandered over to the window. "Woo! Alright, that's everypony!" she said, and closed the shutters.

"Can't wait to see what you've got in store for us, Pinkie," Rainbow said excitedly. "If anypony knows how to throw a good party, it's you." She turned to Fluttershy, brushing her hair back and kissing her briefly with a smile.

Pinkie stopped and stood there a moment longer, one hoof still on the shutters, looking at the floor. She swallowed.

"There's nothing she needs to do, Rainbow," said Twilight, only focused on her strawberry-flavored cupcake. "It's just about getting out a bit more. It's not like I really did much but provide towels, and Pinkie's got that covered." Sure enough, three pink towels lay on Pinkie's balloon-printed bed, though in disarray.

Twilight finished off her cupcake. "Speaking of which; stay off the furniture, I'm guessing? Same as my place?" She looked to her two remaining cupcakes, but decided to leave them.

Pinkie shook her head and turned around to face them, smiling. "Nope! Climb all over everything. Bed, couch, whatever! I've cleaned up enough parties. It's not even a thing."

"Oh, w-- oh. Cool. I mean… yeah. That works." Twilight's eyes shifted back and forth as she blushed slightly. She decided to start eating another cupcake after all, somewhat hiding behind it at the same time.

Applejack chuckled. "Eh, it always was a bit weird of a policy, but I could see the practicality." She walked up beside Twilight and swung a front leg over her back, giving her a reassuring hug. "I mean, I certainly saw the value in it when I realized I probably needed t'throw away the bales you and Fluttershy came on." Applejack laughed.

"Oh, yeah! No hard feelings or anything, Twilight," Pinkie said. "We've certainly had lots of fun on those floors! I mean, sometimes I wonder how we managed to put up with that for so long without getting all cramped and sore. Like, we're soft, but not that soft. We never even started asking for some pillows or something?"

"Pinkie, why do you insist on so many lampshades?" Rarity said, prodding at a stack of them in the corner.

"Are you kidding? They're great! They keep up an air of self-awareness!" Pinkie turned to look at Rarity. "Oh! Those I just think make great hats." Rarity blinked, looking to the others for some form of elucidation. She found none.

Pinkie looked back at Twilight, realizing what she had been saying, as Twilight timidly bit into her cupcake. Pinkie began to think of a way to roll it back when Applejack spoke up.

"Well, if we can use the bed…" Applejack cocked her eyebrow at Twilight, who returned her gaze with a half-lidded expression, anxiety disappearing from her face as the mood began to shift.

"Okay, wait! Hold on," Pinkie said. She reached under the coffee table and slid out something square with a cloth draped over it. She got on the other side of it and pushed it along until it was next to her bed. The other ponies followed, curious.

"What is that, Pinkie?" said Fluttershy. Pinkie closed her eyes and breathed for a moment, and then ripped the cloth off.

"Ta-da!" she said. "I thought… maybe we'd try something different this time!" She hopped around it and onto her bed to give the others a closer look.

The ponies gathered around it, heads cocked in interest. It was a round and flat piece of plywood with paper pasted on, divided into several colorful sections like a pie chart. A plastic spinner was attached to the center.

Rainbow flicked the spinner, sending it reeling around. It slowed to a stop pointing at a light pink segment, and she leaned closer to try and read Pinkie's messy writing. "...'Nibble on her ear (and stuff).'" She pressed her lips together. "This is what we're doing? Sex Roulette? Really?"

Fluttershy looked to Rainbow, then to Pinkie. She noticed Pinkie's smile fading slowly. "Um… I think it could be fun. Like Pinkie said, it's something different," Fluttershy said.

Rainbow looked back at Fluttershy, then sighed. "Alright, alright. But I came here with certain expectations, you know?" She grinned. "If nopony rolls to go down on me until they start to wish they had an air tank, I'm submitting a complaint." Fluttershy's breath caught in her throat briefly.

"Awesome!" Pinkie said. "So! Pony 2 spins it to see what they have to do to Pony 1. Then Pony 3 spins it to see what they have to do to Pony 2. Then… yeah! Sometimes it's something both ponies get to do, and sometimes it's just something one pony gets to enjoy." She bounced slightly, causing the bed to creak softly. "Oh, so, the order I was thinking: Applejack, Rainbow, Rarity, Twilight, Fluttershy, me!"

Twilight looked to both sides of her. "That's… that's the order we're in."

"I know! That's why I was thinking of it!" Pinkie continued to bounce. Twilight rolled her eyes and chuckled.

The ponies spread themselves out a bit more evenly around the board as Pinkie stopped bouncing. "Alright… Applejack is pony 1, which means Rainbow spins! What's she gonna do to Applejack?"

Rainbow reached forward and flicked the spinner clockwise. Moments later, it was stopped in front of Fluttershy, who craned her head forward to read it. "Um… 'Watch her?'"

Rainbow looked at the board, then at Applejack. "Um. Hey." She waved. Applejack waved back.

Pinkie frowned. "Well… that one works better when it comes up later. You know, when Applejack's… um, doing something."

Rainbow grinned and leaned back, putting a hoof down to her slit and stroking. "Aww, yeah, AJ. Love the way you're sitting there. Yeah, just like that. Oh, man, roll your eyes harder. That's hot."

The rest of the girls laughed. Once things settled down, Rarity spoke. "I believe that leaves it to me, then? To see what I'm doing to Rainbow, if I'm not mistaken." Pinkie nodded excitedly, and Rarity flicked the spinner.

Twilight read out the result. "Make out with her."

"Make out with—? Blehhh. That's not my thing," Rainbow said, slouching, still absent-mindedly stroking herself.

Looking around, she noticed confused expressions on everypony, glancing between her and Fluttershy. "Well— Flutters, yeah, that's different! It's only when— man, whatever. Get over here."

Rarity smirked and sidled over to her. "Glad to see you're so enthusiastic," she said. Rainbow was still facing towards Applejack and leaning back, and so Rarity moved in behind her, putting weight on Rainbow's shoulders and curling her head around from the far side. She used one of her hooves to gently turn Rainbow's head, and gently wrapped her lips around Rainbow's mouth. Her tongue poked in, softly.

Moments later, Rainbow pulled away slightly. "Is that coconut? Gross," she said teasingly. Only one of Rarity's cupcakes remained on the table.

"Oh, for-- hush." Rarity reconnected their lips, pressing her tongue in deeper. Rainbow was chuckling, but quieted down and closed her eyes as well, pushing back against Rarity just enough to keep their heads stable. Rarity opened an eye just a touch to see Rainbow 's hoof laying still between her legs. Rarity pressed just a bit deeper in and let out a soft moan, and watched with satisfaction as Rainbow's hoof began moving once again, rubbing her folds slowly.

"You know," Applejack pursed her lips light-heartedly, "it don't really feel like Rainbow's payin' too much attention to me."

Rainbow broke contact and turned to her. "Hey, Don't look at me. Be sexiermlmphphl." Rarity quickly brought her back, kissing her with more intensity.

Pinkie pondered for a moment. "Uh… yeah. Hmm. It's kinda weird so far. I bet it'll get better, though! Twilight, see what you get to do to Rarity!"

Twilight shook herself to attention, then reached forward and spun. The result was on the side of the currently indisposed Rainbow, so Twilight craned her head around to get a better look. "'Rub her (down there).' Oh, now it's getting interesting," she grinned.

Rarity's flank was suspended just a touch in the air to give her the reach she needed, so Twilight simply moved in and slid her hoof under the easy target. She began stroking up and down, hearing Rarity inhale deeply. Twilight lay down, keeping it slow for a moment, feeling Rarity begin to grow wetter. Rarity pressed in deeper into Rainbow's mouth in response, and Rainbow's self-pleasuring hoof picked up in speed just a touch.

Fluttershy smiled as she watched Rainbow slowly getting more into it, beginning to hear soft squishing sounds, but was eager to see what she would get to do to Twilight. Once Twilight settled into a rhythm, Fluttershy extended her hoof and spun, the spinner coming to a stop near her side.

She struggled to interpret the particularly long result. "Um… 'Grow a wang and stick it in her?'" She looked at Pinkie, confused.

Pinkie held a grin, looking at Twilight, who was equally confused. After a moment, Pinkie said, "...Isn't that a thing you can do? Don't you have that spell?"

"...To grow a…? No. What? That's not a— what?" Twilight was bewildered.

Pinkie frowned. "Sorry. That must be for a different story."

"A different st— what?"

Pinkie was already crossing out the result with her marker and writing in a replacement. Satisfied, she stepped back. "Lucky! I thought I didn't have room for that one."

Fluttershy leaned in once more. "'Grind her'? Um… her back? O-oh… I haven't..." she trailed off, nervousness and excitement both present in her voice. Twilight straightened her back a bit, making sure she provided a good target.

Fluttershy walked over, trying to figure out the logistics. She stepped two hooves over Twilight, standing directly over her, then leaned her front down, wrapping one front leg around Twilight's chest for grip. "Um, sorry… excuse me… pardon…" Awkward apologies came out as she tried to wiggle into position. Twilight simply laughed, causing Fluttershy to giggle in response to the absurdity of the situation.

Fluttershy lowered her back half down, making contact with Twilight's back. She looked to Rainbow, but Rainbow's head was still angled away, locked with Rarity.

"Um, okay… so then I just…"

She flexed and pulled her back half forward, sliding her sex down the small of Twilight's back. Twilight's soft coat rippled against her, teasing her with every shift. She let out a breathy squeak, then reset her position, and flexed again. "O-oh…" she breathed. She did it again, and again, growing used to the motion and picking up speed. Her forehead brushed Twilight's horn as she leaned her head on Twilight's, panting slightly. Twilight grinned as Fluttershy's movements became more fluid. She always loved to be experimented on.

Pinkie nodded, excited that everyone seemed to be enjoying themselves alright so far. Applejack was watching the many sights, shifting her flank about and trying to occupy her hooves with other things until it was her turn. Rainbow broke off from the kiss for just a moment to try and catch her breath, a thick trail of saliva hanging between her mouth and Rarity's. Rarity was having none of it, pressing her back in immediately and muffling the soft moans coming out of her own mouth. Fluttershy's flank traveled back and forth across Twilight's back, occasionally knocking Twilight's hoof off of Rarity's slit with a particularly strong twitch. Save for Applejack, all of Pinkie's friends had their eyes closed. The sounds of breathing were louder than anything else in the room.

Pinkie hopped off the bed and walked up to the board. "Alright, Fluttershy, prepare to get…" She flicked the spinner, and rotated her head to read the result. "...Held! Hee!"

Fluttershy picked her head off Twilight's as Pinkie walked over and wrapped her two front hooves around Fluttershy's chest and shoulders, feeling Fluttershy's breathing and rising heartbeat. Fluttershy, after almost falling off, straightened up to better support Pinkie's weight. Pinkie stood on her hind legs, holding Fluttershy's upper body in place as her hips moved backwards and forwards. Fluttershy's head was angled to the ceiling, her mouth hanging slightly open as she continued to softly squeak with every slide.

Pinkie tightened her grip on Fluttershy as she called back. "Your turn, Applejack! Come see what you have to do to me!"

Applejack stood up, a small wet imprint left on the carpet beneath her, and spun. "'Nibble on her ear (and stuff)'… heh. Gettin' pretty soft right now." She pulled the board along so it was more in range of the various participants, then stood up on her hind legs to reach Pinkie's ears. She took one in her mouth, gently biting down and licking it, eliciting giggles. She moved to Pinkie's neck and kissed her, trying to maintain her own balance without putting too much weight on the entwined pair. Every thrust from Fluttershy reverberated through Pinkie and into Applejack.

Applejack smirked. "You got somethin' to watch now, Rainbow! Sorta. ...Uh. Rainbow?" Rainbow was locked into a very deep kiss, pressing into herself slightly with her hoof. Applejack shrugged, and ran her tongue up and behind Pinkie's ear.

"Alright, so… everyone's doing something," Twilight said, feeling her coat growing more and more matted. "Do we just keep going until everyone finishes? Should I be rubbing harder?" She grinned, and gave Rarity a deep, thick stroke, causing her to emit a delighted cry.

Pinkie shook her head, still wrapped around Fluttershy's writhing body. "Nope! Round two! Now the soft things are out. Now Rainbow rolls to see what she does next to Applejack, and it won't be just hugging!" Twilight peered at the board, impressed, noting that the 'soft' results seemed to be colored in with a very light shade.

Applejack looked back at Rainbow, but Rainbow was still thoroughly distracted. Applejack swung a rear hoof out, vaguely smacking the spinner and causing it to turn barely more than a full revolution.

Applejack strained to look back and see the result from her angle. "'Tae'… no, 'eat… eat her out'! Ha! Rainbow, get over here."

Rainbow was still stubbornly distracted, but Rarity's ear was twitching in acknowledgment. She pulled her mouth away from Rainbow's. "You're needed elsewhere, darling."

"Hunh? The… wha?" She shook her head. "Alright, I'm back. What's going on?"

"The gist of it is: Stop watching Applejack and get in her. Lick her dry, dear." Rarity pushed Rainbow, sending her flat on her back near Applejack's rear hooves.

"Don't forget you're still on makeout duty, Rarity!" Pinkie said. "Alternate! Share the tongue!"

"Yeah, alright," Rainbow grinned, inching backwards. "Applejack's performance was a little lackluster, but I suppose I can— woah!" Rainbow stopped, still upside-down, eyes wide and planted on Fluttershy. She flipped herself over. "When did-- she's never done that before..." She paused. "Was she… looking for me?"

"It's o-okay, Rainbow," Fluttershy panted, still rocking back and forth, her movements growing faster.

Rainbow frowned, looking at nothing in particular for a moment. She flipped herself back over, sidling under Applejack before sitting up and plunging her tongue into Applejack's sex. Applejack gasped as it started fast and hard; rougher than usual. Rainbow kept her eyes open, watching Fluttershy rock back and forth. After a moment, she felt Rarity's hoof wrap around her head from in front and pull lightly. She resisted a touch, but let Rarity pull her out from beneath Applejack and kiss her deeply, Rarity's body curving around to complete the link the six were entangled in. Rarity smiled, detecting a hint of Applejack's familiar taste, before letting Rainbow return to her task. She focused on the pleasure she was receiving from Twilight, moaning.

Pinkie felt that something was off, but there was more to do. "Uh… alright! Let's see what Rarity does to Rainbow next…?"

Rainbow reached out and punched the spinner, sending it reeling wildly. She pulled out of Applejack and took a moment to read the result. "'Hold her.'" She returned to Applejack, still at full gear.

"Oh… that's a soft one! Re-roll!" Pinkie said.

Rainbow punched the spinner again, nearly breaking it off. She paid no attention to it when it landed, continuing to eat out Applejack with rough intensity.

Applejack turned her head towards the board, mouth hanging open. "Haah… 'Stick yer… stick yer hoof in her.'" Her head fell back onto Pinkie's shoulder, her breath rippling across the pink coat.

Rarity frowned, looking at one of her front hooves. "Well, if such is my role…" She reached her hoof in between Rainbow's legs, prodding up and down her vagina for a moment, before pressing in, penetrating Rainbow. She pulled back and thrusted again, trying to think back to what sort of speed she'd seen used for this method in past.

Twilight's hoof was now traveling in light circles across Rarity's sex. She craned her head up to look towards the board, feeling Fluttershy's genitals occasionally sliding up against her neck. "So, time for me to see what I'm switching to?" Her horn flared as she magically turned the spinner, but neither she nor Rarity could see the result from their angle, and Rainbow and Applejack weren't making a move to check.

Pinkie continued to hold on to Fluttershy, stroking the back of her head gently. "So, can anypony see the…?" Rarity and Twilight looked at her apologetically, and Applejack could barely focus enough to weakly kiss Pinkie's neck.

"Sorry, Pinkie," Twilight said. "Let's just pretend it said 'Rub her,' again." She grinned, and began stroking Rarity much more intensely, deeply rubbing back and forth, pressing on the inner walls of Rarity's vagina.

Rarity cried out, and began moving her hips backwards in response. "Ohh! Mmmm… harder, darling…" she breathed. She did her best to continue thrusting into Rainbow, but grew unfocused.

Twilight complied, rubbing Rarity with more vigor, the wet sounds growing louder. Pinkie used her two rear hooves to shimmy a pillow over to her. "Should be more comfortable!" she smiled.

Twilight smiled back. "Why, thank you!" She placed the pillow underneath Rarity's flank to support her own leg, stroking harder as Rarity's moans grew louder.

Applejack felt like Rainbow was trying to set some sort of record, her tongue aggressively diving into Applejack's folds. Her hips twitched into Rainbow's face, almost on their own. "Hooh… I'm already close…" she said, quietly. Rainbow pressed in deeper.

Pinkie felt sandwiched by two writhing ponies, with Applejack at her back and Fluttershy grinding Twilight at her front. She could feel them both breathing deeply, and the sheer body heat from the two of them were beginning to make her sweat. Fluttershy was sweating as well, though she seemed to be slowing down.

Twilight's hoof moved faster and faster, switching quickly between quick circles and deep rubbing. "Aahh… mmph… mmn! Ohh, yes!" Rarity cried out. Her own hoof was only clumsily twitching inside of Rainbow at this point.

Rarity thrust her hips back faster and faster until she clenched in orgasm, eyes shut tightly and mouth hanging open silently. Applejack came shortly after, thrusting into Rainbow's face and quivering. "Mmnnn… never have been one to take things slow, have y—"

Rainbow pushed herself out from underneath Applejack and flipped rightside up, knocking Rarity's hoof out of her. She walked over around the group to Fluttershy, her grinding coming to a stop. Pinkie released Fluttershy and looked at her questioningly. "What's wrong? Not doing it for you?"

Fluttershy smiled, catching her breath. "It's… nice, but… no, I don't think I could… finish, like this. But…" She blushed, slightly. "I'm certainly very ready for whatever happens next." She picked herself up and stepped off of Twilight, leaving her with a very slick back.

"Weeelllll," Pinkie said, "We could rearrange ourselves and spin some more!" The other ponies exchanged glances, a small groan coming from Rarity. "Maybe if you and Rainbow were next to each other—"

"Pinkie," Rainbow said, a little louder than she intended. "It… come on. This didn't work. We've always been awesome at knowing what to do with each other without some roulette board telling us what to do. I mean, trying new things is great and all, but, like... " She waved a hoof in the air, searching for the words. The other ponies were wincing slightly, but weren't speaking up. "That makeout was okay, I guess, but I usually like to see what's going on! And… I'm all for driving Fluttershy out of her comfort zone, but I would have liked to be there, you know?"

Fluttershy nuzzled into her mane. "It's okay," she reiterated, softly. Rainbow put one of her front legs around her back in an embrace.

After a moment of silence, Rainbow smirked. "Also, Rarity's clearly not cut out for the whole hoof insertion thing. Pretty sure a baguette could have been more lively." Rarity scoffed.

Pinkie laughed awkwardly. "Hah… well, I guess that's just… the way it went, huh? You win some, you lose some, the wheel of fate is whimsical! Hah, heh…" She swallowed and looked away.

"Pinkie…" Twilight stood up and wiped her hoof on the pillow. "What's going on? Why are you so intent on us doing it this way?" She motioned towards the board, the spinner slightly askew.

Pinkie didn't respond for a moment.

"I… I… there was, um, I mean… I'm supposed to be the party pony, right? So I knew that everyone was expecting my party to be the best, but… it's… not really my party, right? It's something Twilight was doing for so long, and, I mean, I guess that doesn't matter, but it was… I didn't..." Pinkie looked at the floor.

"I guess… I thought if it was left up to chance… maybe it would be great! Or not… but… either way, I guess I thought… the board would be to blame, you know? It gets to decide, instead of..." She trailed off.

Twilight walked up close to Pinkie and used a hoof to lift her head up, looking into her eyes. "Pinkie… were you managing to worry both about overshadowing me and about not living up the pressure?"

Pinkie giggled softly. "Heh… I guess? I dunno. It was confusing."

Twilight smiled warmly, and then hugged her tightly as the other four ponies walked up. Fluttershy nuzzled Pinkie's nose as Applejack and Rarity each went to one side and gave her their own reassuring hugs.

"Yeah… I'm sorry I got mad, Pinkie," Rainbow said, standing awkwardly off to the side. "I guess I'm still a jerk sometimes. We're working on that." Fluttershy giggled.

Pinkie shook her head. "Forget about it, Dashie."

Twilight pulled back, looking into Pinkie's eyes again. "You can overshadow me any time you like, Pinkie. Never be afraid to pull out all the stops." They both grinned.

"But first…" Twilight said, one hoof pushing gently on Pinkie's chest. Rarity and Applejack released their hold as Pinkie was guided backwards towards the side of the bed. Once her rear pressed up against blanket, Twilight sharply tapped Pinkie's chest from below, getting her up on her hind legs. One final harsh shove into Pinkie's stomach send her tumbling backwards onto the bed, giggling, her hind legs hanging off.

Twilight's horn flared, and with a flash of light she teleported onto the bed herself, now straddling Pinkie.

She leaned in close to Pinkie's face and whispered, "...I think it's time we remind you how special we think you are."

Chapter 2: A Reminder

Twilight closed her eyes and wrapped her lips around Pinkie's in a deep kiss, thrusting her tongue into a mouth that provided no resistance. "Mm!" came Pinkie's response, the sweet taste of strawberry cupcake entering her mouth. Rarity and Applejack climbed onto the bed as well before too long, each sitting on one of Pinkie's outstretched front legs.

Twilight broke off and moved to Pinkie's neck, passionately kissing, their chests close enough to feel each other's heartbeat. Rarity angled her head and replaced Twilight at Pinkie's lips, a bit more elegant, but no less passionate, giving Pinkie just a hint of a coconut taste. Applejack had her lips on Pinkie's shoulder, gently mouthing and letting her breath wash over Pinkie's chest.

Fluttershy and Rainbow stood in front of the pile of ponies, their eyes on Pinkie's pink slit at the edge of the bed, her hind legs hanging freely.

Rainbow grinned at Fluttershy. "Get her started, and I'll finish her off?" Fluttershy looked back with a smile, nodding, then turned towards Pinkie again.

She moved forward and extended her tongue, gently prodding into Pinkie and licking up and down her labia. Rarity broke contact with Pinkie's lips just long enough to let her release some delighted noises in response. "Ooh! Mmnn, I can tell that's Fluttershy… ooohhh…" she cooed, before Rarity pressed back in.

Rainbow walked up behind Fluttershy and used her hoof to gently tuck Fluttershy's long mane behind her ear, and then repeated the motion, gently stroking her slowly shifting head. Rainbow's lips moved to Pinkie's leg, but she did nothing more than hold them there, breathing heavily onto Pinkie as she watched Fluttershy, slowly and intimately licking. She continued to stroke Fluttershy's head. "Pinkie looks so happy right now, Flutters. You're doing amazing," she whispered, briefly glancing at Pinkie to confirm.

Fluttershy opened one eye just briefly in acknowledgment and beamed, then sat her flank down on the ground. Almost without thinking, one of her hooves moved between her hind legs and began stroking. "Mmh…!" she moaned into Pinkie, forgetting how pent-up she still was, even the smallest touch sending pleasurable jolts up her spine. Her hoof started to move faster and faster across her folds as she pressed deeper into Pinkie, the gentle licking turning into a hungry consumption. Her breathing quickened as Pinkie started to writhe uncontrollably beneath the three ponies straddling her, the pleasure growing closer to that rough and fast level she loved.

Rarity and Twilight switched once again, with Rarity moving to Pinkie's neck as Twilight took over the mouth. Applejack, seeing a space free, moved her mouth to the other side of Pinkie's neck, gently running her tongue up the side of Pinkie's head. She moved to the contact point between Pinkie and Twilight's mouths, managing to slip her tongue in between them for just a brief moment. Pinkie chased after the new arrival, moving her mouth to Applejack's, finding renewed energy every time she found a new taste; caramel apple, this time. All four ponies were breathing incredibly heavily, minds blank to the point of acting on instinct and feeling more than any conscious thought.

Sweat was dripping off Pinkie at all points, the body heat of all five of her friends being shared with her. She broke away from Applejack, a thin trail of saliva forming briefly. "Haahh…" she breathed. "Let me… hhmmmnn… let me taste something else…" She flicked her tongue out briefly before grinning, her eyes still closed, absorbed in pleasure.

"Darling," Rarity said in a low whisper, her hot breath on Pinkie's cheek, "surely you can take some time off. Relax. This moment is about you." She pressed her lips to Pinkie's cheek, slowly, then moved to her neck.

"I think that's just what she wants to make this moment better, Rares." Applejack grinned, then lowered her eyes. "Who tastes best, Pinkie?" She mouthed Pinkie's ear, gently.

"T… Twilight… mmnn!" Pinkie giggled.

Twilight raised an eyebrow, lifting her mouth off Pinkie's chest. Part of her did want to keep this to a beautiful all-on-one — it was one of the first things they did to Fluttershy when she started attending, months prior, and it was one of her favorite memories — but this was a difficult opportunity to pass up, as Pinkie's warm stomach had been rippling against her for quite a while now…

She began to move forward, rotating, trying to shift around the other two. "If that's what she wants…" she said, playfully. She felt Rarity and Applejack's breath as she squirmed past them. Rarity gave a brief lick to her flank, some of Fluttershy's wetness still matting her coat.

Twilight settled into position, flank inches above Pinkie's muzzle and facing towards Fluttershy and Rainbow. With her two front hooves planted on either side of Pinkie's flank, she grinned, and thrusted her sex downwards into Pinkie's eagerly awaiting mouth. It was enveloped immediately as Twilight was overcome by the familiar sensation of an incredibly focused energy. "Ohh, yes! Oh, Pinkie, that's… Pinkie…!"

Fluttershy's hoof traveled in circles furiously as she pressed in deeper to Pinkie, softly moaning. Rainbow continued to stroke her head, letting her do things her own way, desperately trying to hold herself back from attacking Fluttershy, herself, or anypony else. Her own slit was dripping wet.

"Heh… we both know Pinkie can last forever when she wants to… unless things get really intense." Rainbow smirked. "Want me to get in there?"

Fluttershy opened her eyes and looked at Pinkie, watching her throat moving rapidly, knowing her tongue was deep in Twilight. She could still see the hint of a curl of a smile.

She removed her mouth from Pinkie, panting, and looked at Rainbow. "I think we should make this last as long as we can," she said, smiling, her masturbation slowing down for a moment.

Rainbow's heart swelled at Fluttershy's sentiment, and her breath caught at the sight of the slick juices covering her warm smile. "Alright, well, first…" She pressed forward across Pinkie's leg and kissed Fluttershy deeply, getting a strong taste of Pinkie and a lighter taste of vanilla.

Rainbow pulled away. "Now get back in there."

Fluttershy smiled, then placed one hoof on the bed and pressed back into Pinkie, masturbating intently once again. Rainbow moved around to her back and began gently nibbling on her ear and stroking her neck. Pinkie spasmed as the pleasure returned, then began rippling, her lower body frequently pulling away and subtly twisting and squirming. Fluttershy stayed with her, voracious.

Twilight continued to cry out and move her hips towards the source of the pleasure, causing the bed to creak in time. Applejack and Rarity explored every inch of Pinkie's upper body with their tongues. Applejack traveled along her shoulder, and Rarity came down from her fluctuating throat. They met at Pinkie's chest, underneath Twilight's slowly heaving body, and took a moment to let their tongues meet, each closing their mouth around the other and kissing deeply. Their energy was uncontrollable.

Pinkie grinned, puzzling out what was happening as the hot breath on her coat came to a stop. Keeping her tongue intently exploring Twilight's folds, she stretched one of her pinned front legs out and curled her hoof upwards.

Rarity pulled back with a surprised gasp. "Ahh!… Pinkie, you just can't sit still, can you? Mnn…" She closed her eyes, unconsciously shifting her flank back and forth across Pinkie's rotating hoof.

"Nnn!" Applejack grunted, as Pinkie started to do the same with her other front hoof. "I've never met a pony who finds it... so hard not to share. Fer pony's sake..." She crouched and bit down on Pinkie's side in playful retribution. Pinkie jumped slightly, giggling into Twilight's sex.

Twilight's moans and shrieks dominated the room, but there were still softer ones from Fluttershy, Applejack, and Rarity. Fluttershy hadn't felt so built-up in a long time, and it showed in her ravenous eating, but Pinkie still didn't feel close, despite her pleasured writhing.

Twilight, however, was beginning to twitch. Her eyes were shut tightly as her hips flexed towards the source of her pleasure, back curved forward as she leaned on her front hooves. Rarity, her mind taken off her task by Pinkie's continued sneak attack, was staring somewhat lustfully at Twilight's slick back; before she could restrain herself, she leaned forward, giving Twilight's back a deep lick. Twilight spasmed forward as she angled her head up, sent over the edge. "Ohh, yyyyyyeeeEEEESSSSS! Yes..! ...H-haahhh…" With nowhere to collapse, Twilight held there for a moment, panting, softly twitching.

Pinkie gave her one final lick, then pulled out and turned her head to look around Twilight. She made eye contact with Rainbow, and said "G-get the… eee…! The pillow…" She flexed her back as Fluttershy hit just the right spot.

Rainbow turned around, spotting the pillow Pinkie gave to Twilight earlier. She picked it up with her mouth, then tossed it up onto the bed. She went back to gently mouthing Fluttershy's neck, nearly at her bursting point.

"Alright… somepony else… get—mmn!—get on here!" Pinkie gave both Applejack and Rarity's vaginas another firm stroke, able to tell that both of them were more than ready.

Rarity bit her lip, unsure, while Applejack immediately began shifting, grinning at Rarity. "You always were the queen of buildin' pressure. No sense breaking that streak now." As Applejack moved out of the way, Twilight finally collapsed to the side, emitting a satisfied sigh.

Her hoof free for a moment, Pinkie grabbed the pillow Rainbow threw up and wiped off her muzzle. She tossed the pillow forward again, next to Rainbow and Fluttershy, and laid her leg flat again, for whenever Twilight was ready to move into Applejack's old spot.

Applejack was barely into position as Pinkie immediately craned her neck up and devoured her sex. "Aahh! Ohh, that's good…" Applejack breathed. She sat back, putting her weight on her hind legs and Pinkie's face. Twilight rolled over onto Pinkie's arm, turning herself around and moving her head down to Pinkie's neck, slowly licking under her shifting chin. Smiling, she placed one of her back legs overtop the leg she sat on, preventing Pinkie from trying anything. Pinkie giggled in response, but kept at it with a receptive Rarity. Rarity softly moaned, unable to concentrate on anything but breathing onto Pinkie's stomach. One front leg was draped across Pinkie's chest.

Fluttershy could feel Rainbow growing more fervent, her kissing growing wild and uncontrolled, her breath growing staggered and strained. Fluttershy opened one eye to check on Pinkie, watching her body move in waves that peaked in Applejack's sex.

Still stroking herself, she moved back, making room. She smiled at Rainbow. "Get in there."

Applejack fell forwards for a moment, pressing her tongue into Pinkie's now-open slit. Rainbow waved her hoof at her. "Hey! Hey! Shoo." Applejack grinned, sitting back up and continuing the ride as her chest pushed outwards.

Rainbow stood up on her hind legs, one front hoof on the bed. Without any hesitation, she pressed her other hoof inside of Pinkie as deep as it would go, then leaned in for leverage and began thrusting rapidly.

"MmmmmMMMAAAAahhhh! Dashhhiiiiieee!" Pinkie cried, pulling out of Applejack for a moment. Her hind legs straightened out for a moment, moving wildly about as Rainbow's powerful thrusting remained unfalteringly constant.

Fluttershy stood on all fours, one hoof curled back and touching herself, drinking in the scene for a moment. Pinkie had every opportunity to let five ponies simply take care of her, and yet she managed to turn it around on them, getting one pony off and working on a second, with a third very ready to go. An incredibly happy scene lay before her.

Taking a mental snapshot, she closed her eyes and lowered her front to the floor, masturbating harder, her flank raised in the air. "Ohh… mnnn… ohhhh…" Her hair spilled over the rug as she strained, gritting her teeth slightly, her hoof moving in thick, deep circles. "Aa-hhaaahhhhh…!" she cried, trembling as she climaxed. She fell to the floor and stroked herself for a bit longer, riding out the aftershocks as her juices gushed onto her hoof.

She looked at the carpet below her, somewhat alarmed. Despite Pinkie's assurances, she'd rather not be the cause of more work than she needed to be. She spotted the throw pillow, already used by two ponies. She delicately wiped herself off on it before looking back to the scene.

Rainbow was breathing heavily as her hoof briskly slid in and out of Pinkie; not only at the physical effort, but still struggling to contain her own arousal. She was still on her hind legs, awkwardly attempting to grind against Pinkie's leg. Though Pinkie tried to reciprocate by straightening her leg out, it was doing little, despite the twitches Rainbow made from even the slightest touch.

Fluttershy walked up behind her. Ponies like Rarity lost focus when they received pleasure of their own, but with Rainbow and herself…

She gently pushed Pinkie's leg out of the way and lightly pressed into Rainbow's vagina with her hoof, smiling as Rainbow jumped. "H-hhaah!" Fluttershy moved her hoof forward and leaned down and in just enough to curl her tongue up and inside, and used her hoof to prod Rainbow's clit. She pushed herself, extending deep inside Rainbow with thorough, deliberate licks.

"Oh, Fluttershy, thank you— mmnnn!" She half-laughed, half-gasped. "I thought I was gonna— haahh, that's so good…" She focused her energy and sped her hoof up even more, the wet sliding growing louder. Pinkie moaned excitedly in response, her hips bucking into Rainbow as her own tongue continued to stroke Applejack's walls.

Rarity was letting out her own low moans as Pinkie continued to tease her. She leaned down and watched Pinkie's mouth closely, her tongue reaching out and disappearing into Applejack's folds, saliva and more trailing down her cheek. Rarity angled her head around Applejack's bucking flank and lapped at Pinkie's cheek, moaning softly at the taste. Twilight stayed at Pinkie's chest, Applejack growing too wild for her for to risk going in deeper. The bed's creaking dominated the room.

"Don't stop, Pinkie, I'm comin'—I'm about t'—" Applejack breathed in deep, then thrust her flank down one final time, clenching and quivering. She kept her eyes closed for several seconds as her climax rippled through her, then opened them, emitting a loud gasp at the same time.

Applejack let out a contented sigh, and crawled off to Twilight's side. With no time to finish off Rarity even if she wanted to, Pinkie decided it had been long enough. She stopped moving her hoof, closed her eyes tightly, and soaked in the sensation. Five of the ponies she trusted most in the world had her pinned, unable to move — sort of — and were doing exactly what she liked. Rarity, no longer quite so distracted, had moved from her cheek back to her mouth, aggressively tongue-wrestling her, while Twilight mouthed her ear, biting down gently. Applejack recovered just enough to lean back in, licking up her cutie mark-adorned flank. Rainbow's hoof was soaring at a rate even faster and rougher than normal — from her cries, Pinkie assumed Fluttershy was lending her some energy.

Pinkie's back arched, and her moans grew in pitch. Rarity moved her mouth away and back to Pinkie's neck, not wanting to muffle the coming well-earned achievement.

"Oh— oh gosh— Rainbow, that's— mmmmaaaaahhhah!" She angled her head forward, then thrust it backwards, hanging it off her edge of the bed and pushing her chest to the ceiling. "All of you, you're— aahhh! Yes! YES! Here it—" Twilight and Rarity pulled her back up on to the bed as she orgasmed, screaming into the air. "AaaaAAAHHHHHHAAAAAAAAAAAAAAaaahhhhhh!"

The sliding sounds grew slicker, but Rainbow didn't slow down. She made eye contact with Applejack, panting, and winked. Applejack grinned, and moved her mouth to Pinkie's clitoris, lapping at it as best she could amidst the thrusting. Twilight and Rarity, getting the hint, moved back to Pinkie's neck, biting down. Pinkie had a unique capability among the six of them.

"OhmygoshohmygoshohmygooooOOOOOOOOAAAAAAAaaaahhhhHAAAAAAAAaaaaa!" Before much longer, Pinkie orgasmed a second time, nothing but the pure sensation of pleasure filling her mind.

Rainbow removed her very soaked hoof from Pinkie, but kept her position, allowing Fluttershy to continue to rub Rainbow's clit and lick deep inside her. She began gently bucking her hips back into Fluttershy, and within moments, climaxed as well. "Oh, just like-- hhHHNNNNNnnnnnnn!"

Rainbow turned around and embraced Fluttershy as Pinke lay there, slowly breathing, a wide smile on her face. Twilight couldn't remember the last time she'd seen her so calm.

Twilight nuzzled into Pinkie's neck. "And that's how special you are to us." She and Pinkie both giggled softly. Rarity nuzzled in on the other side, though her breathing was much shakier, and Applejack lay her head on Pinkie's stomach.

For a moment, the four ponies on the bed just lay there, contented. Fluttershy wiped her muzzle on the well-used pillow, then dropped it in front of the bed and began to kiss Rainbow softly.

After a few minutes, Pinkie sat up, wresting free of the ponies laying on her, then fell forward onto the pillow, crotch-first. "Alright. Who's left?" she said, wiggling about, and then wiping her muzzle off on the last remaining dry spot. Fluttershy and Rainbow finished their kiss and looked over.

Twilight leaned on one front leg and counted. "To get to two each, we still need to get me, Rarity, Rainbow, and Fluttershy. Hmm… if we pull the couch over, and sort of lay…" She stopped herself. "Sorry. It's your party. I should let you do it— I mean, if you want. I just like solving puzzles." She smiled.

Pinkie looked around, thinking. "I've never been much for puzzles…"

"So… do you want me to do it, then?" Twilight said.

"...But I don't see a puzzle," Pinkie continued, grinning. "I see four ponies who I want to make really, really happy."

Twilight raised an eyebrow, smirking. "You're totally about to overshadow me, aren't you?"

Pinkie giggled.

Chapter 3: Preparation and Improvisation

Pinkie walked over to the coffee table, still adorned with cupcakes for every guest, hmming and hawing.

"A good party takes preparation…" Pinkie glanced over her shoulder to the bed briefly. "...but sometimes, it needs a little improvisation." She picked up the last remaining rainbow-colored cupcake and casually tossed it over her shoulder. It sailed through the air and landed directly on Twilight's horn.

"Ack—!" Twilight flinched, then looked up, using her magic to slide the cupcake off her horn. "What are you…?"

"I'm improvising! Eat that," Pinkie said. Twilight shrug, and bit in. She didn't mind vanilla.

Pinkie moved to the other end of the carpet, pulling a few pillows together. "Rarity! Come on over here."

Rarity immediately leapt off the bed, nearly knocking Twilight off, before regaining her composure and regally sauntering over. She lay on her side amongst the pillows. "Mmm… very refined, darling," she cooed.

Pinkie walked over near the coffee table again. "Alright, Rainbow, you'll go here, lying down on your back," she said, pointing to the carpet some feet from the bed. "Fluttershy-- heads-up-eat-this!" She picked up one of the purple-glazed cupcakes and fastballed it towards Fluttershy.

"Eep!" Fluttershy yelped as the cupcake embedded on her face. Rainbow laughed and peeled it off for her, before walking over to her designated spot. Fluttershy timidly began eating, confused.

Pinkie pulled Applejack along the bed into position, leaving her with her head and front legs hanging off the side, then motioned for Twilight. Twilight swallowed the last of her cupcake, then hopped off the bed and moved to where Pinkie pointed, just in front of Applejack and only a couple of feet from Rainbow Dash.

"So! Applejack'll take care of Twilight… And Fluttershy, when you're done, you go sit on Rainbow's face." Twilight looked over her shoulder and bit her lip playfully, lowering her front half and raising her flank to a grinning Applejack. Rainbow laid on her back, tongue stuck out flirtatiously as Fluttershy smiled, hurriedly trying to finish the strawberry cupcake.

"And IIIIII get Rarity all to myself, to make up for being such a big tease," Pinkie said, giggling. Rarity shifted amongst the pillows in anticipation.

Pinkie trotted over the pillows and leaned down behind Rarity, gently pulling one of her hind legs from its twin, spreading them apart. Rarity adjusted herself so she was fully on her stomach, raising her head high with her two front legs draped across a pillow. Pinkie lay on her stomach as well, and began to move her mouth forward. Her breath washed over Rarity's very slick slit, and Rarity shivered.

Pinkie pulled away for a moment. "Oh, right. Um… I guess this where I say go? Go!" Fluttershy tossed the rest of the cupcake in her mouth and dashed over to Rainbow as the other pairs began.

Applejack spread Twilight's folds open slightly with one hoof and used the other to rub her deeply, stroking the walls of her vagina. "Ohhh…!" Twilight moaned, and thrusted her flank even higher in the air for Applejack to have her way with from her spot on the bed.

Pinkie pulled herself forward using Rarity's two hind legs and poked her energetic tongue inside, finally giving Rarity the pure pleasure she had been waiting for. "O-oh… deeper, darling, you must— mmnn! Yes! Like that!" Rarity stretched out, pressing her flank back into Pinkie, reveling in the long wait finally ended. She sat straight and tall, eyes closed and mouth open just slightly.

Fluttershy, still swallowing the last of the cupcake, stood just over Twilight and maneuvered her flank over Rainbow's mouth. Before she lowered herself, she looked over her shoulder, seeing Rainbow's hoof casually teasing herself, and bit her lip. "Ready to see how loud you can make me, Rainbow?" she said, with a hint of coyness.

She smiled as she heard Rainbow breathe in sharply, and watched her hoof double in speed. "Hahh… always," Rainbow said. "Now get your butt down here."

Fluttershy complied, lowering her flank onto Rainbow's open mouth. Her vagina was enveloped instantly, but not voraciously, as Rainbow's tongue extended deep but deliberately. "Mmm! Oh, Rainbow…" She closed her eyes, a deep smile on her face, as the world's fastest pegasus slowed down only for her.

Applejack looked around the room, still deeply stroking Twilight. Everypony was certainly getting what they liked, but it seemed like Pinkie was hinting at… more.

She put it to the back of her mind for a moment, deciding to simply focus on what she could do; make sure Twilight was having a good time. She plunged one hoof inside of her, wrapping the other one around her flank to keep her steady amidst the penetration, picking up in intensity gradually. "Yes! Applejack, that's-- yess! Nnnh!" Twilight shouted.

Twilight opened one eye to see Rainbow's tongue extending into Fluttershy just a few feet away. Her eye trailed up Fluttershy's body to her open mouth, directly above Twilight, alternating between biting her lip and gasping into the open air.

Fluttershy looked down as Twilight picked herself off the floor, moaning as the angle of Applejack's penetration changed just slightly. Twilight brought her lips inches away from Fluttershy's, and held them there for a moment. Their eyes were planted on the other's mouth, breathing heavily, each absorbed in their pleasure. Finally, simultaneously, they pressed forward, locking lips, breathing in.

Their eyebrows raised in surprise. Fluttershy tasted vanilla and cream cheese in Twilight's mouth, and Twilight tasted strawberry in Fluttershy's mouth. They pulled away for a moment, looking into the other's eyes, then immediately reconnected, attacking each other. Their heads shifted backwards and forwards as they pressed against each other, trying to get every last taste of their favorite flavor. Twilight's tongue raced to every area of Fluttershy's mouth, as Fluttershy curled a hoof around Twilight's head and pulled her in deeper. Their breathing was heavy and heated, emitting passionate moans. Rainbow's masturbation grew more vigorous at the sight, even from her upside-down vantage point.

Applejack pulled her hoof out and spread Twilight open again, this time extending her tongue inside, licking back and forth deeply, knowing Twilight liked a little bit of everything. She pulled out and stroked her hoof back and forth one more time, then flipped herself over, angling her head up and wrapping her mouth over Twilight's slit, prodding deeply. Twilight delighted at the constant change in texture, but continued to concentrate on a very flavorful Fluttershy.

Pinkie remained on course, energetically swirling her tongue around inside the very receptive Rarity. "Mmm…" Rarity moaned, "you truly do know how to make a girl feel like a queen." Her front hooves curled underneath her pillow. She heard faint squishing sounds.

Pinkie pulled out for a moment and moved her hoof into place, rapidly spinning it in circles to keep the pressure up. "Well, if you want to feel like something else, flip that pillow over," she grinned.

Rarity opened one eye and looked down, confused. She turned the throw pillow over, realizing it to be the same thoroughly soaked pillow Pinkie had been passing around the whole party. She didn't speak.

"It's got something from everypony! Twilight wiped you off on it, I got Twilight and Applejack and me on it, and I knew if I threw it near Fluttershy, she'd get herself and Rainbow on it before too long." Pinkie giggled. "I wasn't sure if I'd get to give it to you before you were done for the night, but I thought it'd be neat to collect it all anyway. I'm glad it worked out! You're really lucky this group is so messy."

Pinkie moved back into position, vigorously licking, as Rarity marveled. She often felt like she had the most… out-there of proclivities amongst the six of them, but while this wasn't her preferred method of collection, the fact that Pinkie would go to so much work to accommodate her...

She closed her eyes once more and leaned in close to drink in the intoxicating scent of six very satisfied ponies. The combination of that and Pinkie's tongue sent her soaring, her heart beating faster with excitement. "O-ohh, my…" she breathed, quietly, involuntarily.

Twilight and Fluttershy's makeout grew messier, their tongues spending more time outside their mouths than inside, breath rippling their coats, saliva gathering on their muzzles. Twilight moved her mouth to the side of Fluttershy's, intensely sucking and lapping up what residue remained from Pinkie's fastball throw and getting tangled in Fluttershy's hair. Fluttershy moaned, overcome by pure passion.

Applejack smiled, no longer concerned about Pinkie's methods. Still on her back, she removed her tongue from Twilight and thrust her hoof inside her once again, her other hoof grabbing onto a hind leg. She extended her neck further and mouthed Twilight's clitoris in between thrusts. Twilight cried out, muffled, having moved back to Fluttershy's mouth.

Fluttershy, having been pushed back more and more by Twilight's forceful kiss, was now nearly upright, her weight almost entirely on her hind legs, with Rainbow providing some support. As Twilight was distracted by Applejack's latest switch, Fluttershy removed her mouth, and traveled upwards, suckling on the end of Twilight's muzzle, fervidly searching for vanilla yet untasted.

Her eyes fell on Twilight's horn, still caked in icing from the cupcake's landing point. Ohh, that's clever, she thought.

She tried to climb a little higher, putting more weight on Twilight. She didn't make it far before slipping amidst Twilight's rocking, and fell forward, putting all her weight on Twilight and pushing her back. Uncaring for the moment, her mouth found Twilight's horn, and she took it deeply, wrapping her lips around it and thrusting her head up and down it, licking up every last touch of icing she could find. Her front legs wrapped around Twilight's neck and head to clumsily support herself, one hoof curling up to between Twilight's ears.

Knowing what this did for Twilight, and powered by Rainbow's methodical tongue, Fluttershy was voracious, pressing in until the horn nearly touched the back of her throat, then pulling back and pressing in again. Wet smacking sounds emitted as she sucked up the taste, moaning deeply, her favorite flavor adding more than she could have ever expected to the experience.

Rainbow had so very much she wanted to say to Fluttershy about how incredibly fierce and passionate she looked, but she focused on doing everything she could to keep Fluttershy's arousal at its peak, sliding her tongue along every wall and prodding every spot she'd ever gotten success from in the past. Her own back arched as she prodded her hoof into herself rapidly.

Twilight's eyes rolled to the back of her head in pleasure. Fluttershy's intense hunger applied to her horn was like nothing she'd ever experienced in that area, and Applejack's rough and deep penetration was driving her equally insane. "HhaaAAAAHHhh!" she cried out, halfway crouched down as she supported Fluttershy's weight. "This is amaz— ohh, both of you, faster! I'm almost theEERrrre!"

Applejack complied, shifting herself for more leverage and driving into Twilight as hard as she could. Fluttershy's throaty gulps grew faster for a moment before she simply pushed in further, Twilight's wilder spasming letting her know it was just about over. Twilight felt Fluttershy's lips pressing her hair right down to the base of her horn.

"YyeeEESs! I'm coming I'm coming I'm commIIINNNNG!" Twilight involuntarily thrusted her flank higher, shaking all over, various vocalizations of overwhelming pleasure emitting from her throat and spilling from her open mouth. She trembled, holding herself for a moment longer, before lowering herself to the ground, her horn sliding out of Fluttershy's mouth, all traces of vanilla cupcake replaced with trails of saliva. Applejack removed her hoof and hung it over the bed, a proud smile on her face as Twilight lay on her side, beaming, still shaking.

Rarity stared down at her pillow, struggling to inhale the scent as her breath escaped every time Pinkie's tongue slid up her walls. She wasn't sure quite what to do with this 'gift,' but her twitching hind legs told her she was running out of time.

She trailed her hoof across the slightly sticky surface, absorbing the texture. She lowered her head down on her side, breathing in sharply as she made such intimate contact with the secretions of so many of her friends. Pinkie gained a mischievous grin and began pushing forward in time with her licks, driving Rarity's face forward against the pillow.

"Oh… oh… oh…" Rarity's moans grew higher in pitch as Pinkie delved deeper for the final stretch. Rarity breathed deep the intoxicating scent one last time before orgasming, hugging the pillow tightly. "Hhmmnnnnnn…! Oh, Pinkie… mnn… I don't know what to say..."

Pinkie pulled her muzzle out and wiped it off with a hoof. "You don't have to say anything! That's what friends are for!" She bounded up and hugged Rarity from overtop of her.

Fluttershy leaned back, her two front legs on the carpet behind her, devoting her energy to Rainbow. Her chest expanded outwards as she looked into Rainbow's eyes, sweating and panting. "Ohh, Rainbow, yes… just like that… I'm so close…" She began twisting her hips, grinding herself into Rainbow's mouth.

Rainbow looked back at Fluttershy, captivated. Where once she saw a meek pony sometimes hardly able to talk to strangers, here she was, pushing herself to show off in front of all their friends to make sure Rainbow knew how much she was enjoying herself. The world's shyest pegasus, opening up only for her.

Rainbow pressed in as deep as she could, both with her tongue in Fluttershy's folds and her hoof inside her own. Her hoof moved faster and faster while her tongue remained slow and powerful. She began to twitch, and before much longer, she climaxed, closing her eyes for a moment and moaning into Fluttershy's sex.

Fluttershy gasped involuntarily, feeling the waves of Rainbow's pleasure ripple through her. She grinded harder, burying herself in deeper, and within moments, came as well. "Ohh, Rainbow--!" Her mouth held open silently as she clenched, then breathed out in a deep and satisfied sigh.

Pinkie let go of Rarity and trotted over to the rest of the group. "Pinkie…" Twilight said, still beaming, curled up on the carpet. "There's always so much more to you than I expect. I'm not sure I've ever had a stronger orgasm."

"Hey — little credit here," Applejack said, smirking. "I think I did pretty good, y'know."

Twilight laughed. "You totally did. C'mere." She tried to reach a hoof over to thank Applejack with a hoofbump, but collapsed back to the floor. "Ehh, never mind," she smiled, eyes closed. Applejack snorted.

Pinkie began to walk over to the coffee table, but stopped for a moment at the board, giving the loose spinner a light flick. She smiled softly, then reached under the table. "Alright. Take-home baggies!" She pulled out five paper bags, each with a crude cutie mark colored in with marker. "For those of you with cupcakes left. Sorry, Twilight and Fluttershy! I can make more next time!"

Fluttershy smiled. "You're too much, Pinkie. This was delightful." She hugged Pinkie tightly. "You really do know just what everypony likes."

"Ppth. What did I get? I had to take care of myself!" Rainbow said with a grin, half-jokingly.

Pinkie gave her a sly smile. "You can't fool me. I know your favorite thing in the world is just to make her happy, you softie." She elbowed Rainbow in the chest.

Fluttershy looked at Rainbow out of the corner of her eye as Rainbow replied, "Pbbthh. Ppbbtth! That's, that's crazy talk. I mean, what about flying? Flying's, you know… uh, up there..." Rainbow turned to Fluttershy, and broke, laughing. Fluttershy laughed as well.

"Oh! Right." Pinkie trotted over to the bed. "The towels! If you need to wipe off, you can use… hmm. Probably should have moved these before that ponypile happened. Uhh… I think this one's still good!" She tossed a towel to her friends, who passed it around as needed. "Rarity, you can use the shower off near the kitchen downstairs." Rarity smiled.

Pinkie returned to the coffee table to load the cupcakes into the bags and hand them out. She took a moment to hoofbump Applejack. "Best. Support pony. Ever." Applejack grinned, tipping her hat, and walked towards the stairs.

Rarity took a moment to examine the board for any results that were missed. "...'Tribidize her?' Really now." Pinkie and Applejack cracked up.

"Alright, see y'all when I see ya!" Applejack said, still chuckling, and disappeared down the stairs. Rarity followed shortly, on her way to get a more proper washing.

Twilight, Fluttershy and Rainbow headed for the stairs, Rainbow gently tucking her cupcake bag under her wing. Twilight turned to Fluttershy. "So, grinding isn't for you? When it comes to somepony's back, anyway."

"Oh, um... " Fluttershy shook her head. "I don't think so. It's… nice, but… I think it's much nicer when both ponies are… participating, I suppose. It just feels like using your friend as an object." She paused for a moment. "Oh! But, um, not to say I don't think anypony else should enjoy it. It's just, um, personally…"

Rainbow laughed. "It's fine, Flutters. Not everything is gonna work for everypony." She punched Fluttershy's shoulder playfully, and Fluttershy smiled.

Just before descending down the stairs, the trio looked back, watching as Pinkie tugged her blanket and sheets off her bed and rolled them into a ball. She pushed the ball over to a hamper in the corner, then retrieved a new blanket and sheets from the closet. She hummed a cheerful tune as she went.

"She didn't make any cupcakes for herself," Twilight said. Rainbow and Fluttershy looked at her. "If that doesn't sum Pinkie up, I don't know what does."

Fluttershy looked at the ground, thinking, then looked out the window. It was getting dark.

"...I've always felt kind of bad when we give her a double orgasm like that," Twilight said. "It's like, technically she got her two, but… I dunno. Seems kinda like cheating. She's the only one of us that can do that. Of course she never complains, but..."

Fluttershy nodded slowly. After a moment, she spoke. "I… I think I'd like to stay here for a while longer. You two can go ahead"

A smile crept over Rainbow's face. She nodded. "Want me to stay too?"

Fluttershy smiled back. "No… that's okay."

Twilight and Rainbow walked down the stairs and out the door, ringing the shop bell. They walked into the night, looking back to see the light switch off in Pinkie's room.

Rainbow smirked at Twilight. "So what is it about that horn, anyway?"

Twilight chuckled. "You know, I'm honestly not sure. I mean, it has nerve endings, so it's not like I'm just crazy. But something about it really works for me in particular, I guess."

"But not Rarity? Heh, maybe alicorn horns are different."

"No... no, I definitely liked it as a unicorn. Who knows? Maybe it's too 'unrefined' for Rarity."

"For Rarity? Really. The pony getting her face thrusted into a pillow covered in six different flavors of pony juices?"

"Is that what that was? Hah! I was wondering about that." She smiled. "But hey, whatever works. I can't explain why the horn does it for me. Just as long as the ponies you're with are willing to do what makes you happy."

Rainbow grinned. "It's crazy that we've got a whole group of friends like that." She looked at the ground. "Still, though… Pinkie's on a whole other level, isn't she?"

Twilight nodded. "Yeah. Yeah, she is."

The wind did its best to wrest the last of the leaves from the trees as the two ponies made their way home.