The Sun Sets on Rarijack

by DAPLR

Rating: mature
Tags: Sex, Sunset Shimmer, Alternate Universe, Human, Applejack, My Little Pony: Friendship is Magic, Rarity, Romance
Length: 23751

Rarity and Applejack invite the recently joined Sunset Shimmer for a night of passion. Based on the Universe and artwork by SunnyQ/SunnySunDown including the cover art. Characters are Humanized, yet have horns and small wings.

Sunset has joined Applejack, Rainbow Dash, Fluttershy, Pinkie Pie and Rarity on their quest and is having a great time. But when she notices it isn't just friendship between two of them, they confront her and ask her to join them for a night of passion. But strange memories and repressed emotions mean this night is going places no one expected.

Contains: Lesbian romance, vaginal sex, oral, anal sex, threesomes, futanari, light domination

All characters are Humanized and akin to the cover art.
Based on the artwork and Universe created by Sunnysundown. Cover art is also by Sundown.
Terminology: Highborn means Unicorn. Earthen means Earth Pony. Seraph means Pegasi.

Published 2016-03-09 06:10:01 UTC
Last updated 2016-03-09 06:10:01 UTC

The Sun Sets on Rarijack

The Sun Sets on Rarijack

It had been only two months, yet her entire life had changed. Sunset was no longer the selfish, egotistical narcissist she once was. Thanks to Pinkie Pie and her friends, she had learned how terrible she had been treating others, and how much she really wanted some genuine affection instead of the false favour of those too afraid of her to defy her.

In two months, she had joined Rarity, Rainbow Dash, Applejack, Fluttershy and Pinkie Pie on their crusade against the Empire. She was glad to be of some assistance to them, seeing as they were some of the most powerful, yet dysfunctional people she had ever met. Not a day went by when Rainbow and Applejack didn't butt heads about something.

Her Highborn powers were a welcome addition to the group, as Rarity was pleased to have someone to finally talk magic with, though Sunset's specialty was not as discreet as Rarity's. It wasn’t that she couldn't conjure up a weapon herself, but despite her reformation, she still felt an incinerated target was easier to deal with than a lacerated one. And if the ground and nearby hilltops were somewhat geographically altered, as long as no innocents were hurt, she didn't mind.

But amongst this merry band of miscreants and dissidents, Sunset quickly saw that there was more than just adventure and camaraderie between some of them. The quite imposing Earthen woman Applejack, who looked as if she could crush a man's skull between her quite frankly, immense thighs, and Rarity, the embodiment of beauty, poise and fashion were clearly more than, 'just friends'.

They always sat with each other near the fires, they wouldn't stop glancing at each other and whenever they started talking about each other to Sunset, they wouldn’t shut up about them. Sunset thanked her natural intuition to see the patterns in their behaviour and come to the logical conclusion that they were romantically involved. Also, she saw them kissing after a particularly brutal Dragon hunt, so that helped line the pieces up.

However, Sunset's observations hadn't gone unseen. Though she wasn't as sharp with her senses like that hawk Rainbow Dash, Applejack had noticed Sunset Shimmer watching her and Rarity intently at times.

Deciding a direct approach would be best, Applejack told Rarity and they decided to meet Sunset Shimmer privately for a discussion about their situation. While Applejack believed honesty was the best policy, that didn't mean she wanted her feelings for Rarity to be discussed openly in the group.

Thankfully, the perfect opportunity to discuss things had come up at the perfect time. Supplies were needed for the camp, so Rarity and Applejack volunteered (not to the surprise of any of the others) to go into town with Sunset to pick them up, while the others search for some work.

For despite the endless amount of monsters to slay or villages to free, it wasn't cheap to keep Pinkie Pie, Applejack and Rainbow Dash fed. And Luna forbid Rarity doesn't get a new dress or "functional accessory", from every settlement that would trade bits for gold.

But most of all, none of them would turn a blind eye to a destroyed home that needed money to be rebuilt, or if a few stray kids needed their help, and there would never be a shortage of either of those any time soon. As a result, money was always an issue.

Looking to a small list of essentials, there were a few bags of food, water, some cider according to the swift scribble made by Rainbow Dash on the note, and some desperately-needed eyeliner were listed, so the three left their small encampment towards the town of Anduune.

As Sunset walked towards the town, she marveled at the architecture, which seemed to be inspired by the old tales of the Crystal Empire, which had a much more Gothic aesthetic than anywhere in Equestria, yet it shined like no other.

The piercing spires and arches were dressed in flowers from the local Seraph, the wide open streets meant many locales could fly without worry of crashing into buildings if something went awry. Yet instead of weeds coming up from between the tiled streets, there were exotic flowers which filled the street air with all the scents of any home and beyond. The houses were bright and wide, and seemed to be more glass than building, ensuring that the sunlight hit every corner of every street at some point of the day.

Sunset had seen so much in her short time with the gang, yet it seemed like every new place was as amazing as the last. For a moment, Sunset lamented the years she wasted in pursuit of her selfish goals instead of enjoying the world just outside her window.

But her mind was quickly interrupted by Applejack and Rarity, who had been absent-mindedly enjoying the view themselves, but had beckoned Sunset as soon as they saw their meeting place, a quiet restaurant with bar; a compromise between what the two wanted.

The establishment was small and built into the east corner of the main street on the second floor, so while it was easy to get into, it wasn't crowded, so they had privacy, yet it also had a sense of style about it. As they entered, Rarity walked around in the room while Applejack got their food and Sunset got them a table. The windows were draped, and the walls were adorned with art of swords and tornadoes created by the local Seraph.

The drapes hung over the windows were made of diamond spider silk, a rare material to come by, yet their beauty could not hide their age from Rarity's critical eyes. She saw how the fabric had aged, the hues faded, the strings falling out of place. It would be a shame to let such a beautiful piece of designer art go to waste, so Rarity took a note in her book that someday she would restore it free of charge, hopefully, as this list was getting rather long.

To the back of the room where the sunlight was currently caressing a table, Sunset sat down, followed swiftly by Applejack, who decided to wait out their meal not only with the good company of her secret girlfriend, and her new friend, but also a cold cider too.

Applejack popped the top off with her teeth and took a long, slow drink, while only for the need of air did Applejack come up and give a sigh of relief. Before Sunset could begin feeling envious, however, AJ had thrown over another cider she had brought with her and gave her a sly wink.

"Thanks Applejack, the weather around here is so weird. Before we got here I would have loved a warm cup of something. Now it feels like the Summer Solstice Festival and I can't get a nice drink fast enough",

Sunset nursed her drink, taking in shorter, smoother sips, savouring the flavour on her tongue for a moment before slowly swallowing it. As Applejack finished her drink, she smiled at Sunset's nearly-formal drinking method.

"Ah, think nothing of it, Sunset, glad you like it. I gotta say, though, you may have a point about the weather. Comin' into this town I was colder than a Wendigo's nose in Winter, and now the sweat is hoppin' off mah head!" Applejack's hat once again reprised its role as her personal fan as she took off her Stetson and wiped her forehead with it and flapped it in her face.

Sunset Shimmer couldn't help but marvel at the way Applejack looked. Her muscular arms were given even more definition by the layer of sweat forming on her, and there was a single, heroic bead of sweat travelling down her neck that Sunset couldn't help but watch. It slowly made it's way down her navel and was only inches away from Applejack's perky breasts.

Then Applejack slowly wiped her chest clear of the sweat. Sunset realized with a red face she had been staring at her friend's chest, and when she looked Applejack in the eye, Applejack looked right back at her with a cocky, smug look on her face.

There was a number of ways to approach this situation, with each giving Applejack a different impression of what Sunset was thinking. Sunset decided to fight fire with fire.

"Aww, I liked that one, he was doing so well."

"Huh? Who?", Applejack took a double take. She had expected her frontal exposure of Sunset's peeping to only fluster her.

"That bead of sweat, AJ. You got all his friends from your forehead and he was going to hibernation for the Summer down in your shirt, and I was rooting for him! But, you got him. Another story ended in failure",

Sunset couldn't stop grinning, and at this point, neither could Applejack. They had a quick chuckle and looked over to see Rarity coming over to join them, their food in tow.

"Hello, darlings. I'm dreadfully sorry to keep you waiting, but I simply had to ask about the drapes here. I decided to add them to my list and wanted to know if there were any other historical garments that will be in need of my help in the future", Rarity explained, as she seated herself.

On the medium-sized circular table they sat roughly equal ways from each other, so they could easily view one another. The food was placed before each of them, yet none of them started eating as the silence began to become noticeable. Taking the initiative to break it, Rarity decided to talk first.

"Alright. Sunset, you know why we are here, yes? Because, well, this is a very private and complicated matter. Applejack and I are-....”

"I think I understand, Rarity", Sunset interrupted. "You and Applejack are in a relationship and don't want me talking to the others, right?"

"That's the long and short of it, right sugarcube?", Applejack said deadpan, turning to Rarity.

"Ah! I think we are a bit more complicated than that, Applejack! We are star-crossed lovers! The rich Highborn with the lowly Earthen, the school smart with the street smart, the civilized city girl and her charming country bumpkin.", Rarity stated, flicking her impossibly beautiful purple hair to each point for dramatic effect.

"Oh, come on, Rarity. You ain't rich, and Ah am certainly not, 'street smart'. Yah don't need to add your dramatic flair to a situation we are trying to keep quiet. Besides, that wasn't the only reason we’re here".

Turning to Sunset, Applejack looked her dead in the eyes. "So, it goes without sayin' that we’d both really appreciate you keeping quiet about us. We just… don't want to involve the others yet, y'know? With all the fighting an' running around an' sneakin', I just don't think they need to know until the time is right".

Applejack had a pleading look in her eye, and as Sunset looked from hers to Rarity's eyes, she also saw the faintest glimmer of what she could only assume to be fear.

‘Do they really think I’ll talk about this without their permission? Are they that afraid of being found out?’, Sunset quickly brushed away these thoughts. It didn't matter; Sunset knew her answer from the moment they arranged this meeting.

"Guys, look. I owe you both so much, for all the things you've done for me. You've given me a new life, a new start. I owe you and all the girls a debt I will never feel is repaid, but will never stop trying to help. So asking me to keep my mouth shut about your adorable little romance, here? No need to worry, my lips are sealed".

Sunset's confident words had a clear effect on Rarity and Applejack, as Applejack smiled and put back on her hat, and Rarity reached over to Applejack to kiss her on the cheek.

"Oh, darling, it's so nice to be able to do that in front of a friend instead of skulking around in the dark, thank you ever so much!"

"Heh, it's really no trouble guys, anything I can do to help. You two are really beautiful together".

Rarity reached her hand across the table and took Sunset's and gripped it,
"Actually, dearie, we had one more request of you. But unlike the other one, saying, 'no', to this will not change our opinion of you one bit, and feel free to do so."

Sunset smirked. She was ready to agree to the next trivial thing, but as long as it made them happy, she was happy doing it. However, Sunset could feel Rarity squeezing her hand and Applejack was not meeting her eye when she glanced over her.

Rarity spoke:

"Applejack and I have been discreetly dating for several months now. As such, we both understand what we want out of our relationship, and we talk about everything that comes to mind and anything that presents itself. Which...", Rarity paused, blushing through her make-up while Applejack hid behind her hat like a mask.

But Sunset noticed that while one hand of Rarity's was holding hers, her other was off the table, as was Applejack's. The thought that the tall, heroic Applejack would need a holding hand through a conversation both alleviated Sunset and gave her more cause for alarm as to what it could be about.

Rarity, recomposed, whispered to Applejack, who then took Sunset's other hand(though, her hands easily covered Sunset's), looked at her and said:

"Sunset, you are ah very attractive woman. You have an angel's face and a beautiful soul. I think I speak for both of us when ah say we were both immediately attracted to ya. Now, I don't wanna put y'all on the spot or nothin', but...if you would have us, the prettiest girl in Equestria and...me...umm".

Applejack, not sure how be so upfront about THIS kinda thing, was luckily picked up by Rarity.

"Ahem, Sunset Shimmer. Applejack and I were wondering if you would like to join us tonight in bed."

It was quite an odd feeling for Sunset. She heard the words and understood them, but the impact for it didn't come...then the words played again in her head and she started feeling something.

Again and again she got hit by the realization that two of the 5 people who set her free of her past, whom she had just learned were in a relationship with one another, now wanted to sleep with her.

That the tall, muscular, wide thighed blonde country girl who represented Honesty, and the supermodel esque fashionista who embodied Generosity, wanted to undress her and take her to bed...at the same time.

Sitting in stunned silence, Sunset Shimmer kept a blank face, only showing life by a rising blush in her cheeks. As the seconds turned to a minute, Applejack and Rarity had a clear look of worry on their faces. It got to the point where the sounds of the bar were being eclipsed by the increasing loud beats of their hearts (at least, that's what it felt like to them)

"Oh, Sunset, we're sorry. We didn't mean to shock you, we just didn't want to dance around the subject and leave anything to interpretation. ", Rarity said, breaking the silence and feeling horribly embarrassed.

"We should have never brought it up. Oh, what you must think of us, we never do this, but we just wanted to....I...", Rarity struggled to escape the trap she and AJ had put themselves in.

Sunset finally started to show signs of life by looking Rarity in the eye, eyes that were starting to water. She turned slowly to Applejack, who felt her gaze and met it with her own.

"Sunset, we didn' mean to put this on you. We didn't even really think this through that much. Ah hope you won't think much less of us for it".

Sunset Shimmer was touched by their caring words and only then realised that her silence and stunned look were what was causing them to act like this. So many thoughts ran through her mind during that silence.

‘Should I take them up on this? What would it be like? What would change between us afterwards? Would this be a one time thing?’, her mind was racing with these thoughts one after the other.

But beyond all the questions in her mind, one stood out that she wanted to answer.

‘Do I want to?’

Rarity was beyond beautiful by even the most critical standards, her thin body and beautiful hair, her large breasts and full lips, her mannerisms and personality all spoke a perfect ideal fashionista. But more than that was her giving spirit, no matter what a person needed, she would put all her energy into helping them and not only that, making them better off than ever if she could.

Any man or woman would be lucky to touch her hand, let alone....Sunset arrived at the definitive conclusion that she was also attracted to Rarity. Her methodical mind turned to Applejack next.

Sunset looked at her and nearly sighed. Applejack had that homely look in a life Sunset had dreamed of. She wasn't beautiful in a cover magazine way, her beauty lied in what she promised.

Her broad shoulders, strong arms, enormous thighs and height gave her quite the imposing presence, but her country twang and caring face made her seem like a natural protector, a big sister....a mother. She was the guardian, the person to run to in a storm, a woman of iron will and unbreakable promise with the power to back herself up.

Her cute petite breasts, though often hidden under her clothes had a charm that suited her frame. However, if anyone in Equestria wanted an ass and thighs, Applejack had that in spades. Her powerful legs that swung like wrecking balls were large, but noticeably toned even through her jeans.

Sunset couldn't lie and say she hadn't on more than one occasion looked at AJ's rear as she was climbing a slope, walking along a plateau or as she passed her tent at night. Her kind face and long blonde ponytail had a natural beauty that was hard to compare to.

How this relationship between them formed in the first place is a question Sunset wanted desperately to ask, but for now, she had to answer the question.

"I would be honoured", Sunset finally declared, ending her silence and starting another as Applejack and Rarity leaned their heads back in surprise at both the sudden words and what she had said and all it meant.

Sunset watched the gears turn in their heads before Rarity started smirking, then giggling to herself. Applejack just let out a heavy sigh she didn't know she had been holding onto and grabbed Rarity by the shoulder and pulled her to her side.

"Sunset, thank you so much. We promise it will be ah night you won't ever forget.". Applejack spoke with such sincere appreciation that Sunset could already tell she had made the right choice.

As Sunset and Applejack looked at each other in mutual appreciation, Rarity had evolved from a giggle fit to a full force, "Wa-haha!", maniacal laugh. Naturally, Sunset was a little more than concerned as to WHAT she was finding so amusing, and thought, 'Uhh...what have I gotten myself into?'

As the night overtook the sky, Sunset Shimmer arrived at the meeting place in a house outside town.

'How did they get this place for a night? Would be nice spending a few nights indoors rather than listening to Rainbow snore while I’m listing the constellations', Sunset ignored her thoughts and proceeded to the house.

It was no manor by any means, or even a regular house, but it seemed quite private. Tinted windows, a single large heavy door for entry and a single story ironically screamed to Sunset that this place was a very private residence that didn't want to be noticed.
It helped that the road was only a faded nature path by foot and not wheels, so the only way to get here is either by directions or careless wandering.

Sunset approached the door and was about to knock before she stopped her hand. Her breath quickened and her heart beat fast.
She still hadn't gotten over the fact of what she was about to do. She was about to have sex with two of the five friends she has ever had. She worried that this might reduce that number to three, or even zero if something went wrong.

She was the new girl who could be, at a moments notice, plucked from the group and left on the side of the road. Her chest tightened as the thought of that outcome became increasingly possible in her mind.

She would rather they be friends like they had been forever than risk it for a night of passion with two stunning, beautiful women who she cared about more than anything in the world....Sunset's eyes widened as the path became clear to her.

She summoned up her courage, raised her hand and with a, 'THUMP THUMP THUMP', knocked on the door. There was a scurry of noise behind it, as Rarity's voice could clearly be heard directing AJ.

"-sit there, perfect, she will love it!",

"If you say so, Ah still think it's a bit fast",

"Well, we have a lot to cover, Applejack my dear, so sit there and be beautiful for me".

Sunset listened to the conversation through the door, surprised that such a security heavy building could be heard from the outside in so easily.

After a few seconds of silence, Rarity spoke again,

"Marvelous, darling. You look ravishing!".

Sunset heard the stomping of feet towards the door, so quickly positioned herself away from it, pretending like she was looking at a nearby tree (that wasn't there). The door opened slightly, with Rarity whispering, "What's the password?".

Sunset whispered back, "Reckless Quarian".

The door opened slowly to darkness. Sunset resisted the urge to light up the room with her magic and stepped inside. She walked a few steps before stopping, aware she might bump into something as only the light of the moon from the doorway illuminated the room. Though, even that was snuffed out by a blue aura shutting the door.

In pitch blackness, Sunset looked around in vain, though she did appreciate the theatrics they were attempting. She wasn't sure how this was gonna happen, but it only made sense for Rarity to make a spectacle out of a very private and secretive event.

"Walk forward five steps, turn to the left and open the door". A voice, obviously Rarity's, could be heard, though Sunset couldn't identify the origin by sound alone.

'Must be magic', Sunset thought as she followed the directions and opened the door.

"Enter and close the door behind you", the voice decreed.

Sunset thought of messing with it by closing the door and looking through the keyhole at whatever surprise they had in store, but felt that the gravity of the situation meant she should simply comply with it. She entered the room and after searching for the handle in the dark, closed the door behind her.

"Welcome, Sunset Shimmer", Rarity spoke as loudly as a lady could, "to the buffet".

As she finished, dozens of candles around the room burst to life and illuminated the room totally. It was a fair sized room, but only had one piece of furniture within it, a bed.

Although it would be later that Sunset would have the capacity to actively notice a detail like the bed-sheets, it was a large king size bed with scarlet covers and similar pillows. But it was what was on the bed that interested Sunset, causing her to feel an intense pressure in her nose like it would burst.

Sitting on the bed with her legs spread apart and sitting up, completely naked except for a one-piece string bikini, was Applejack. Sunset was frozen, completely unable to move as she marveled at Applejack's form. Underneath those shirts and jeans was a body built for power.

She had many small, light scars. On her chest, her shoulders, her legs and arms. Sunset would be curious to hear about how each of them were formed, if she could think such coherent sentences at the moment as she drank in the amazonian appearance of Applejack.

Her muscles were toned and large, like her stomach which had a wall of abdominals which lined up perfectly. Her arms looked like the most comfortable place in the world to Sunset, and though she had never had a desire to be held by anyone, she wanted before the end of this night to be held close to her, wrapped up against her and for a moment, to pretend she needed Applejack to keep her safe and just let herself be protected.

Applejack's legs were just as toned as she had imagined, with each showing her creamy thighs, lined with scars of prior battles. Her breasts had failed to be covered by the string, as it missed on both account both nipples.

Applejack's nipples had become erect while Sunset had been gawking at her, which in turn caused Sunset to feel a sensation in her own chest as well. Applejack had freckles dotted across her body, mostly lightly scattered below the shoulders, and Sunset's eyes naturally looked to the one area the string did somewhat cover and saw that Applejack had a tuft of golden hair leading to her center.

The string seemed slightly too small, as AJ's womanhood seemed to constricted by the material. Applejack's face was the picture of Earthen beauty, with a light chuckle and a deep crimson blush, she greeted Sunset.

"H-Howdy, Sunset. Welcome to the b...buffet", Applejack tried to keep her eyes on Sunset, but couldn't bear the embarrassment and before taking a deep breath and closing her eyes, wished she had her hat with her to hide her face.

Sunset didn't even cognitively make the decision, yet her body started to advance on Applejack, before stopping and composing herself as best she could.

"Pardon me, darling. I didn't expect you to be so enamoured by her. Though I completely understand, she is a sight isn't she?". Rarity's voice came from the left, just on the skirt of Sunset's peripherals.

Sunset could feel herself moisten as she looked at Rarity and imagined the night to come. Rarity had decided to go au natural as far as clothing went. She stood there, as naked as the day she was born, and with one hand on her hip and another flicking back her hair. Her body was thin and light, small bits of muscle hinted at here and there, but otherwise smoother than glass.

Her large breasts hung on her chest well, each curving slightly to the side. Sunset could feel her mouth moisten as she stared at Rarity's nipples, each one slightly longer than normal, perfect for wrapping a pair of hungry lips around and suckling on. Unlike Applejack, she was completely shaven around the pubic area.

Two things Sunset noticed as she started looking at Rarity's face, into those deep blue eyes. The first was the smell. There was a smell of perfume in the air, like an entire garden's most beautiful flowers in every sniff. The second was Rarity's face.

She had, unsurprisingly put on makeup, as she was want to do. For some reason, there was a pang in Sunset's heart about this. Something in her made her even more excited in this situation because of the make-up, but she didn't know why yet.

Lastly was the scar on one of Rarity's shoulders. It was quite long and traveled along the length of her back, seemingly a burn mark from the more...prejudiced members of the Empire a number of years ago.

Sunset could only imagine how a woman who loved to make things as beautiful as they can be deals with such a burden. She knew to never ask about it or acknowledge it in any way. If Rarity wanted to talk about it, she could bring it up whenever she wanted.

"Sunset, before we get started, one last thing", Sunset's ears perked up as she heard Rarity suddenly speak. "No matter what happens tonight, no matter what may happen any night, we will always be friends...",

Applejack continued for Rarity,

"...we can fight, be mad, even hate each other for a while. But when yah wake up every morning, know that we love you for who you are, and nothing's gonna change that".

Applejack and Rarity. Sunset looked at them with such love and happiness that she couldn't stop the tears from coming. As she tried to fight them, Rarity closed the distance between them and took her face in her hands. Sunset, being slightly taller than Rarity, looked down at her before a final smile blessed her face and she closed her eyes. Rarity closed hers as well as she gently pulled Sunset's face to hers.

Their lips met in a gentle kiss as Rarity moved her hands to Sunset's hips while Sunset lightly grabbed the back of Rarity's head. Sunset started slowly parting her lips, hoping Rarity would give her access to her mouth, and she soon got it. Sunset and Rarity's tongues darted in and danced around each other, licking and tasting their invader.

As their slimy tongues intertwined, Sunset locked Rarity's tongue between her lips and started sucking it. Rarity moaned softly as Sunset's hands started drifting downwards to Rarity's ass, giving it a tight squeeze.

Sunset could taste not only the strawberry lipstick, but also a hint of apple. Remembering who she was kissing and who else was in the room, Sunset reluctantly pulled back from Rarity's embrace. She turned to Applejack, expecting her to be red with anger, but instead found her panting as she rubbed her left breast and stroked the outside of the string along her mound, creating a damp patch.

"Ah, why'd yah stop?", Applejack asked, her fingers still moving up and down the fabric.

Sunset could try and fake her surprise at this, but she would fail.

'I had just had a passionate kiss with Rarity, and Applejack responded by masturbating to it?', she thought, still not fully grasping what was allowed and what wasn't.

"Darling", Rarity addressed Sunset, "Remember, tonight we are all together. Anything you do to either of us, trust me, the other will delight in seeing it. Now, you were squeezing my bum and sucking on my tongue, so would you mind continuing? Because it was rather yum".

Sunset wasn't sure why she was rhyming, but a quick glance to Applejack got rid of any hesitation as she gestured for Sunset to continue, her left hand pinching her nipple as she clearly struggled to not shove her fingers into herself.

Rarity suddenly grabbed Sunset's hands and slapped them on her bottom, making Sunset give them a reflexive squeeze, much to the enjoyment of both of them. Rarity pulled Sunset in somewhat rougher than before and kissed her again, shoving her tongue as deep into her mouth as it could go.

As the room was filled with Applejack's heaving breathing and occasional moans, and the wet, sloppy lips meeting each other again and again, Sunset started to heat up. Her clothes felt heavy and roasting. It was time to lay herself out to her friends as they had to her.

Sunset led Rarity to the bed before slowly breaking the kiss, seating Rarity next to Applejack before stepping backwards. She felt both their eyes upon her as they took her in.

Sunset was wearing her usual outfit; a leather jacket with a green dress shirt,with her jeans with boots. She also had a belt with several scrolls packed into them, in case of a fight. She took off her belt and let if fall to the ground, next was her leather jacket.

As Applejack watched Sunset undress, she gasped and felt a hand crawling into her string bikini. It seemed seeing Sunset strip for them made Rarity impatient, as she slowly circled Applejack's womanhood with two of her fingers.

This didn't go unnoticed by Sunset, as she felt her panties moisten more and more as the night went on. She took off her boots and lowered her jeans, showing her moistened thighs to both of them. She saw Applejack lick her lips at the sight as she moaned as Rarity slipped a finger into Applejack's pussy, though neither looked away from Sunset. Finally removing her top, she showcased her full, large breasts to them, the sight of which made both Rarity and Applejack gasp.

"Sunset yer breasts are....", Applejack hesitated as to what she was about to say, as she was aware of who she was sitting next to.

Luckily, Rarity shared her opinion. "...the most gorgeous breasts I have ever seen.

Sunset blushed a colour close to the crimson in her yellow and red hair.

"They're shape, the nipples, they're so full yet not dragging at all", there was a hint of jealousy in Rarity's voice, but it was overwhelmed by her new-found love, Sunset's breasts. The rest of her body was certainly nothing to scoff at.

Her stomach had clear tone and muscle, and her arms and legs showed a certain athleticism. Clearly, Sunset was more physically active than most Highborns. Her skin, darker than Rarity's and Applejack's, almost gave off an aura of untapped energy.

"Aww, thanks guys. But as you said... tonight, we are all together. They are as much yours as they are mine. Heh, dig in", Sunset said with a happy tone with a touch of shy reserve, before punctuating her line with a wink.

She dropped her panties, exposing her bare, immaculate womanhood, which above had a strangely detailed pubic hair design of a circular shape with both yellow and red hairs.

Applejack nearly leaped forward to catch a nipple in her mouth as Rarity gracefully, yet as quick as she could, got the other breast. The feeling of both their mouths kissing her mounds, licking her nipples and suckling on her breasts gave Sunset a strong shiver up her spine.

She placed both her hands on their heads and looked down at them with a loving soft face. Yet as Rarity and Applejack turned their blue and green eyes upwards towards hers, with that look of adorable beauty, Sunset remembered something.

"She's teleporting?! How can she do that, she isn't a princ-Argh!", Rainbow was shouting before being punched from behind in the kidney. Sunset looked over to see Pinkie charging at her with surprising speed, before throwing Rainbow at her and teleporting behind her and raising her hand to charge a blast, her sights fixed on Pinkie as she caught Rainbow Dash.
The darkness shrinked away from Sunset as her hand glowed with intense magical energy, the rain evaporating into small strands of steam around her arm and head.

Sunset came back to the room, a look of confusion on her face. 'Why...why would I remember something like that now?'.

She looked down to see Rarity and Applejack removing themselves from her breasts. The areolae were red from the continuous sucking and were now very sensitive.

"Ah, thank you Sunset, you are a most generous guest. But now...", Rarity magically summoned a pair of blue scissors and cut Applejack's string thong at the back, making to all fall to the floor except a piece stuck between her butt cheeks.

Rarity frowned slightly and groaned, as she had expected it all to fall at once in a very sensual way, not to cling to Applejack's ass. 'That's what I get for making it too small'

Magically pulling on the string to the floor, Applejack stood naked for a moment before being shoved onto the bed by Rarity, her legs falling off the edge.

Holding her down gently with one hand on her lower abdomen, Rarity kneeled between Applejack's thunderous thighs and beckoned Sunset to join her, "Dinner is served".

Rarity bent over and took a long lick of Applejack's glistening pussy, flicking on the clit a few times before taking her tongue back in and swallowing what she had gathered. Applejack quivered before them, gasping from the sudden touch.

"Come on, dearie, don't be shy". Rarity said this as she gently grabbed the back of Sunset's head and guided her to Applejack's apple core.

The closer Sunset got, the stronger the sweet scent of apples and sex became. Closing her eyes, opening her mouth wide and sticking out her tongue, she let Rarity guide her to the root of her apple tree. Upon her tongue making contact with Applejack's lower lips, Sunset slowly started licking up and down before kissing the nub at the top.

Applejack shivered at the moist touch, moaning Sunset's name. Sucking gently on the clit, Sunset let out a warm sigh through her nose, the air making Applejack's pubic hair waver, and relaxed into her position.

The sounds of slurping and southern moans were enough to get Rarity wet enough to start her own private treatment, slyly lowering her free hand down her thigh to her wet lips. She stopped, however, before grabbing Sunset's hand and guiding it once again.

Sunset looked at Rarity, still mouth attached to Applejack, and saw where she was leading her. Upon contact, Sunset darted a finger into Rarity while rubbing her clit with her thumb.

"Ah! So sudden! And here I thought you would take all night", Sunset smirked at Rarity's remark before removing herself from the pleasured nub, which now stood red and slightly erect from her ministrations.

" Why don't you give her a nice french kiss, Sunset...it's hard to get the full appreciation of the flavour from there". Sunset glanced upwards to try and see what AJ was doing, but all she could see was Rarity leaning over her to kiss Applejack on the lips.

Deciding to follow suit, Sunset used her hand that wasn't currently partially inside Rarity, to spread Applejack's vaginal lips apart, stuck out her tongue and clamp her lips over it while shoving her tongue in with wild abandon. Applejack had a noticeable reaction to that, thrusting herself into Sunset's mouth as much as she could. Sunset decided to help her lone digit in Rarity by sending reinforcements, slipping another finger into her.

Rarity and Applejack, who were licking and kissing up above, pulled apart from one another as Applejack held her with one arm and held Sunset's head to her crotch with the other. Sunset could feel the muscles around her tongue start to contract, and a similar contraction was happening around her fingers.

'Are these two so adorable they could cum together at the same time?', Sunset mused.

Deciding to find out right now rather than later, Sunset enchanted her fingers and tongue while mumbling a spell into Applejack. Her fingers started shaking, as did her tongue.

They vibrated at such a rate that both Rarity and Applejack, partially from surprise but mostly from the stimulation, yelled,

"Sunset, aahhh!!", as their orgasm's finally arrived.

Rarity's thighs closed around Sunset's hand....a moment later Sunset realised what was about to happen. A moment too late it seemed, as Applejack's strong thighs closed shut, crushing Sunset's face to her, trying to get that vibrating tongue as deep as it would go. Some cum came into Sunset's mouth, tasting of sweet cider. The cum from Rarity was making it's way down Sunset's hand was slowly heading to her wrist.

Applejack released Sunset before she passed out from lack of oxygen, causing Sunset to fall to the floor and gasping for breath. Getting some much needed air in her lungs, she looked at Rarity and Applejack after standing up and sighed. They were both panting, sweaty and looking into each other's eyes.

Rarity lied on top of Applejack, just inches from her face, before saying,

"I love you so much, Applejack".

Applejack responded by cupping her chin in her hand and bringing her down for a gentle kiss. Sunset was so happy she could bring such happiness to her friends.

'This was a great idea...I just wish I could have gotten some more attention near the end, but that means nothing when I can see how happy this has made them', Sunset thought, her still wounded pride from months ago getting much needed nourishment from watching these two beautiful women before her, so happy and satisfied thanks to her.

She wondered why she was so worried about this meeting earlier. Slightly jealous of the cuddling, and remembering she wanted to be held by Applejack, Sunset walked over to the bedside, sat down and said,

"Mind if I join you? It looks awfully comfortable".

"Oh no, we aren't finished yet, darling", Rarity replied, getting up slowly and clearly regretting leaving Applejack's embrace for a moment before wordlessly leaving the room.

Taking advantage of the one on one time, Sunset lied down next to Applejack on her side, with Applejack turning on her side towards her.

"Applejack, could I ask you a favour?",

"Oh course, sugarcube, whatever you need, just name it".

Sunset blushed and hesitantly said, "Just this once I...I-I want you to hold me, as if I was Rarity. I want you protect me, to make me feel like I can just relax and just...be in your arms. I want to be held, I want-",

Sunset was cut short by a finger on her lips.

"Ah'm not gonna hold you like Rarity, I'm gonna hold you, simple as that."

Applejack lied on her back with her arms open wide. Sunset crawled over her before lying on top of her almost awkwardly.

Applejack took Sunset's head and put it between her shoulder and her head, she also pulled Sunset's body to the right, so one leg dangled over Applejack's. Sunset put her arms across Applejack's stomach and rubbed her hand up and down her muscles, marvelling at their toughness, before tucking both arms to her own chest, putting her hands next to each other under her chin. Applejack wrapped her arms around Sunset and pulled their bodies together with a force a few shades higher than gentle.

When the movement stopped, Sunset felt Applejack's chest rising and falling, her own breasts pressed against herself, Applejack's strong arms protecting her. Sunset sighed and felt another tear go down her cheek. She had never let someone this close to her, never dropped her guard this much...not even to herself.

In the warmth of the room and their mutual body heat, Sunset felt the peace and protection she had wanted to feel for so long. She wanted this moment to last forever, curled up with someone who loved her, regardless of platonic or romantic. Her thoughts were interrupted by another memory...

<><><><><><><><><>

KABOOM!!

Sunset unleashed her blast on Pinkie, who barely managed to throw Rainbow to the side and guard in time. Her Earthen gauntlets were cracking under the overwhelming pressure of Sunset's magic.

'Just a little longer and she's fried!!', Sunset thought.

CRACK!

A kick to her side sent her flying and clutching her side in pain. She looked up, with blood starting to come out of her mouth, and saw Applejack, the other Earthen advancing on her. Anger swelled within her as she sent a blast straight at her assailant. Applejack never broke her stride and brought up her arms to protect her face, her Earthen durability being unusually high even compared to the strongest of her kind. She lowered her arms to prepare an assault.

But when she looked for Sunset, she was gone. Applejack scanned all around her, listening for any sudden moves before hearing something...above!! She looked up, but too late, as the blast was too large and too close to block or dodge....

Sunset started as she came back to the room once again, Applejack releasing her.

"What's wrong?", Applejack asked, her eyes wide with worry.

Sunset was lightly hyperventilating, unable to answer Applejack immediately. She considered lying to her and saying she was fine, but knew Applejack would see straight through her.

"I..I remembered when you guys found me and we fought...the battle, the pain, even the emotions, I remember them all. Whenever I feel close to you guys, all I can think about is...", Sunset hesitated, hating to acknowledge who she was.

But one look towards Applejack's worried face was all Sunset needed to continue.

"How I wanted to kill you all, the exhilaration of a fight and....the humiliation of losing. I am not her anymore, but those feelings still linger in my heart. I think...somewhere deep down, I want revenge."

Applejack held her close again, much to Sunset's surprise.

"We all have emotions we can't explain, Sunset. What's important is that we are honest to ourselves, because lies always hurt someone in the end, so when you are lying to yourself, the only person you're hurting is you."

Sunset looked deep into Applejack's emerald eyes and listened closely while Applejack continued in her softest tone.

"Own it, don't lie to yourself that it isn't you. I don't pretend I like everyone of us because sometimes, Ah don't. Pinkie's annoying, Rainbow can be such a jerk, Fluttershy is frustratingly shy and Rarity is so prissy and obnoxious. I know I'm stubborn and hardheaded. It's okay to say we don't like each other sometimes, because we love each other so much that we can accept the bad with the good. You should feel sour towards us, we beat you something fierce that day. We understand that it takes time for those feelings to go away, heck, that they might never completely go away. But the hard thing is understanding that for yourself. That is something only you can do...but we will always be there for you."

Applejack and Sunset slowly leaned into each other and kissed softly, warmth and feelings of love being bridged between them and filling their bodies. A lovers embrace. As slowly as they came in, after a few moments, they slowly came apart. The comfort and warmth of the situation threatened to send both Applejack and Sunset to sleep...perhaps for a moment they did. Time lost all meaning between them as they shared the moment together. It was interrupted however, by another memory...

The smoke and crater from the explosion from Sunset's blast filled her with pride.

'One down, four to go', Sunset was overflowing with determination at the thought.

As she fell from her height, she sensed a powerful magic...it was intense, incredible! Not one, but 5 points of origin, all over the nearby area, one right below her in the...crater. Sunset stared at the hole as the smoke cleared and there, with a magical aura stood Applejack, her hair and clothes fluttering around her, but there was something different about her.

Not only had she survived the blast, she didn't appear to be affected by it at all aside from a few scratches, and a red stripe was going down her blonde hair.

Preparing another assault, Sunset's horn lit up to teleport, but within an instant, the Rainbow Seraph had appeared behind her.
Before she could react, not a moment after she even realized SOMETHING was behind her, she was struck by a devastating blow that sent her to the ground. Immediately scurrying to recover and counterattack, she saw Pinkie again, though she had a blue streak in her otherwise wild pink hair.

Enraged and putting up both hands to hopefully rip the flesh from her bones, Sunset hit her with all she had. The blast made contact, and Sunset continued the beam...but noticed that Pinkie had both her palms open, covered in that magical Earthen gauntlet and coming closer, resisting the blast entirely.

Before long, Pinkie was right in front of her and wrapped her fingers around Sunset's, squeezing them and crushing her hands enough to prevent her from any more destructive magic.

"AAAARRGGGHHH!!!", Sunset reeled in pain and teleported to a safe distance.

'This...this is impossible!! I am one of the greatest and most powerful Highborn's who ever lived, I cannot lose to a bunch of common bounty hunters!', Sunset's thoughts were ablaze with indignity, not believing the situation she was in.

Suddenly, an overwhelmingly sense of dread had dawned on her. It felt like it was being tunneled into her from the outside. She looked above her to see the other Seraph slowly descending on her, eyes as soft as stars yet there was something within them...her otherwise light pink mane had a green stripe in it, so Sunset attempted to teleport away, but found she couldn't move. Her legs, arms and magic were unresponsive, all she could do was look at that lowering girl whose eyes, never blinking, were fixed on her.

She realised she herself couldn't look away, caught like a fly in a Venus trap that can only watch in horror as the mouth closes around her. Her legs buckled as she fell to her knees, eyes still facing skyward. As the Seraph landed, she leaned down and gently cupped Sunset's face and peered straight down into her eyes, inches away. Sunset shook and shivered, feeling a terror she had never felt before take her over.

"Shhhh...., it's alright now, be still....", the terrible beauty spoke with the soft voice of an angel.

Sunset felt her mind go blank and her eyes become heavy...

<><><><><><><><><>

"Well, you two seemed to have made yourselves comfortable". Rarity's voice awoke Sunset from her memory.

As Sunset and Applejack leaned up in the bed, they looked at Rarity to examine what had taken her so long to get.

"Sorry Rarity, I just wanted to indulge a personal fantasy, so I got Applejack to hold me like...well, I wanted her to hold me like she did you", Sunset explained, blushing from being found in such an intimate position.

"Aww, how sweet. Applejack really is the best pillow, isn't she? Darling, if you ever want another lie in that apple cart, feel free (as long as it's not occupied, hehe)", Rarity’s playful words were spoken with more than a noticeable undertone of seductive lust.

Sunset didn't think she was going to be making a habit of this, but she appreciated the offer none the less.

"Thanks Rarity, and I may take you up on that sometimes, but I think it will be pretty rare", both Sunset and Rarity smiled at each other before Applejack spoke up.

"Not that I mind, because Sunset and I had quite a tender moment there, but what took you so long? Didn't you tell me you packed it in your purse?".

"Well, I did, and I actually got it right away, but I heard what Sunset said about wanting to be held for a while, so I decided to touch up my makeup while you two touched up on each other, haha",

Rarity laughed at her own joke, and Sunset gave a small pity chuckle, but Applejack just sighed and stood up.

"Terrible jokes aside, Sunset, there is one more part of this night to go. We pick up the oddest knick knacks over time, and one in particular Rarity and I found a good use for."

Rarity revealed a small square patch with a vertical wavy line and the male symbol at the tip of it .

"Should we tell her beforehand what it does or surprise her?", Applejack asked.

"Hmm...."Rarity pondered for a moment, then a mischievous smile crept across her face.

"Close your eyes", Rarity said, her manic eyes betraying her composed features.

Sunset wasn't in the mood for arguing, and remembering that she hadn't cum in their previous session rekindled her passion, so she sat down with her legs tucked underneath her, fists on her thighs and closed her eyes.

She heard Rarity and Applejack whispering;

"Alright, right in the middle, just under the belly button",

"I know how to use it, Applejack, I've used it more than you have, remember?",

"Just want it to perfect for her, is all".

Sunset could sense magic in front of her, morphing magic by the feel of it. She barely managed to overcome the reflex of popping her eyes open to see what the danger could be, so her eyelids seemed to flutter.

"Ah Ah, no peeking", Rarity chastised, making sure the surprise was a surprise.

Sunset felt a little giddy, quite curious what morphing magic could help with their sexual adventure. The more she thought about it, the worst she thought of it, however.

She imagined Rarity with a Kraken-like tentacle morph coming from her crotch, each of the several moist tentacles picking her up off the ground, bending her over in the mid-air, wrapping her breasts with the slimy appendages and special ones used to suck on each of her boobs.

Each going to a different hole and penetrating Sunset's mouth, ass and vagina before pumping cum into her finally after she had cum innumerable times... Though it seemed unpleasant to start with, she blushed at the idea of being assaulted by a mass of tentacles.

Before she thought on it too long, however, she could feel footsteps approaching her. Though, even though the steps were a bit of a distance from her, Sunset could feel a large amount of heat right in front of her nose.

"Okay and....open", Rarity said dramatically.

Sunset slowly opened her eyes and gasped.

'Oh yeah, shoulda thought of that'

Before Sunset was a long, pulsing cock, the base of which was attached to just above Rarity's vagina. The patch was glowing softly below Rarity's belly button, seemingly being the source of this magic. Sunset marvelled at the perfect form and raised a hand to touch it before hesitating, looking up at Rarity.

"Hehe, go on, touch it. It would be my pleasure", she responded with a wink.

Sunset smiled and continued to stare, mouth slightly agape at the monster before her. She slowly reached up and gripped it, feeling the warmth and soft hardness of it. it was thicker than her one hand could wrap, eliciting a squeak from Rarity when she gave it a light squeeze.

"Ooh, it's rather sensitive, darling, so don't be too rough, alright? Applejack, why don't you give her a hand?"

Rarity put her hand up and to the top of Aj's head before applying pressure down. It was more of a request as no amount of force Rarity could muster could budge Applejack, but regardless, she lowered, never breaking eye contact with Rarity.

Sunset and Applejack sat on either side of Rarity's new-found cock. Kneeling down, they looked at each other and blushed before they both leaned down and stuck their tongues out. Sunset turned her head and licked from the base to just before the head, flicking her tongue up each time she completed a run of the imposing member.

Applejack gave small, lithe licks before kissing it, rubbing her tongue along it as her lips clung to it, sucking it lightly. Rarity put both her hands on their heads as they worshiped her cock, a feeling of dominance topping the erotic sensation she was feeling.

Sunset, the prodigal Highborn and Applejack, the hardiest Earthen. Both proud and powerful warriors, the epitome of their races, both kneeling before her and slobbering her dick like common sluts. The thought made Rarity start humping the air slightly, keeping pressure on the two slut's heads to stay attached to her.

Sunset moaned as the cock started swaying forward and back before not being able to control herself anymore and shifted her position to the front of the dick. Applejack looked at Sunset as Sunset stared at the huge head, before closing her eyes and leaned forward, mouth agape.

Rarity gasped as the warmth of Sunset's mouth encompassed her sensitive head, before groaning loudly as Sunset licked and sucked on it within her mouth. Rarity removed her hand from Applejack and grabbed Sunset's hair quite roughly on both sides before attempting to shove Sunset down her pole.

Sunset's eyes burst open as Rarity leaned her hips into Sunset and her head was being pulled towards them. The immense cock hit the back of her mouth soon, with plenty left to go before a moment of relief. Rarity stopped suddenly, moaning.

"Oh, Applejack, you sneaky little bitch, ohhh!".

Applejack had crawled under Rarity and was suckling on her clit while finger fucking her with two digits, which was quite a lot when considering Applejack's large hands. To top it off, Applejack had licked a finger on her other hand and it was currently tucked in between Rarity's tight butt cheeks, flicking and circling her little asshole before pressing into it roughly, digging the digit into Rarity's perfect little bum.

While this did stop Rarity's assault on Sunset's throat for a moment, it meant that now she was about to redouble her efforts. Sunset knew this and inhaled as much air as she could through her nose before Rarity re-tightened her grip and started to fuck Sunset's mouth.

The lewd scene of Rarity thrusting some of her enormous cock into Sunset's mouth, saliva dripping down from her lips, the sound of spit and Sunset slightly gagging as each thrust tried to force it's way deeper into her.

Sunset prepared herself with one last breath before looking straight up at Rarity's blue eyes and relaxing her throat. Rarity's eyes instantly shot from the ceiling to Sunset's when she felt the last of the tension in Sunset's throat release. A crazed look came over her, that same look Sunset saw in the restaurant/bar in town. This was the moment she was waiting for.

Rarity pulled herself back until only the head of her cock remained, which accidentally removed Applejack from her clit, and thrust herself back in with full force. The cock traveled through Sunset's mouth, penetrating her throat and shoving itself down her neck. A loud smack was heard as Rarity's stomach hit Sunset's nose and chin.

Sunset gagged and spluttered, spit shoved out of her mouth as she put a hand against Rarity's leg, trying to push against her to get some air, but this only added to Rarity's desire as she held Sunset there for a few moments, embedding the feeling to both of them of a long hot, throbbing cock in a tight, moist throat.

Then a muffled sloshing sound marked the cock's rising from Sunset's depths. Keeping her close, Rarity grabbed the back of Sunset's head and started fucking it quite fast, only a few inches leaving Sunset's mouth each time before being sent straight back in, keeping the head of the cock constantly in Sunset's throat.

Tears formed in Sunset's eyes, though her pleasure of being used as a cock sheath was close to Rarity's pleasure in using her. Her fingers were darting in and out of her pussy, masturbating to the thought,

'This is it, this is what I am. Rarity's cock is all that matters to me now and I only exist to pleasure her. Fuck me, Rarity, use me. Make me your property, cum down my throat and mark me as yours!!'.

Rarity had started arching her torso over Sunset, still holding her to her crotch and fucking her face. Rarity saw Applejack had stood up and was now standing opposite her.

Applejack leaned down to so she was at her head level and cupped her hands around Rarity's head so Applejack's face was all she could see.

Applejack spoke in a whisper just loud enough to be heard by Sunset, who was still getting the throat fucking of a lifetime as Rarity continued to shove her cock into her.

"Come on now, you're nearly there. Look at me while you cum in her and only me."

Rarity's face softened to one of pure bliss as her sharp humping became even faster, her breaths coming in shorter and quicker with every passing second. Sapphire and Emerald eyes locked as they saw only each other, the sounds of Sunset's gagging and Rarity's slippery cock fading out as they lost themselves in their eyes.

Rarity could feel the tension in her stomach, the little ball about to burst. She closed her eyes before Applejack whispered again,

"Stay with me, Rarity...stay with me through this. Finish her, make her yours...",

Rarity squeaked as Applejack spoke, she knew exactly what to say to get her off. Rarity was ready. With her final thrusts, Rarity uttered,

"Ah, Ah, Ah, AHHH, APPLEJAAAACK!!".

Rarity had no energy left to shove Sunset onto her cock anymore, and Sunset was too lost in her lust to shove herself onto it. Luckily, Applejack grabbed Sunset's hair from behind and shoved her onto the rest of Rarity's cock, giving her the last needed pleasure boost to climax.

As Rarity's cock was expanding with seed and heading for Sunset, Applejack used her hand that had cupped Rarity's face to shove her to her lips, meeting in a passionate embrace of spit and tongues, flicking and dancing with each other as Rarity's hips started bucking into Sunset.

Sunset was on the verge of cumming herself, with the erotic words of Applejack, the constant stream of cock she was being fed, her own ministrations and now the promise of some tasty sperm meant she could finally orgasm tonight. The cock-head she had now become so familiar with was tensing and convulsions in her chest.

‘Any second now....’, Sunset’s thoughts kept repeating on this, fixated only on the inevitable meal she was about to have.

However, Sunset felt it was strange, a cock this big being so deep in her meant she felt the cum widen it in her mouth before it came out the end. She could really feel it coming, her fingers working up a storm as they shoved deeper and deeper into her before hitting her knuckles.

'Oh, how I wish this cock was in me right now, it's thick, creamy cum about to go to waste in my stomach when it could be so useful in my womb'.

That was it, Sunset's orgasm was now past the point of no return and not a moment too soon, as the first stream of salty cum erupted into her waiting throat, going on an express trip to Sunset's warm belly.

Rarity started humping in time with each stream being produced while Applejack made sure her beloved's cum sock was kept securely in place where she belonged.

Sunset's reflexes told her to swallow, yet all that did was provide some helpful suction to the middle of Rarity's cock. Another and another, stream after stream filled Sunset, though each one had less force than the last, until just dribbles came out.

Sunset, not wanting to waste a drop, sucked and swallowed Rarity to make sure every piece of sperm was given to her. With each suck and swallow, with some involving Sunset moving her head back and forth (Applejack's grip had lessened) to drain her effectively, more bits and spurts of cum came, giving Sunset the prize she so desired.

Finally, with her stomach full and Rarity's cock empty, Rarity pulled back slowly, each part of the dick worming it's way out of Sunset's throat and the head climbing it's way out of it's new home, her cock absolutely saturated with spit, until just the head was in her mouth. With one last pull, it fell out and dangled towards the floor.

Sunset was gasping heavily, having had to use magic to get new air into her lungs during the whole ordeal, which on top of everything else was quite tiring. She fell to the floor, coughing and spluttering as she adjusted back to a life without Rarity's cock in her mouth. Her jaw absolutely ached.

Rarity wasn't far behind, falling to the floor limply, though thankfully being caught by Applejack, who brought her over to the bed. Applejack went back and bent over, exposing her luscious asshole to any lucky enough to see it, as she picked up Sunset and brought her over to the bed too.

Sunset was so happy, she felt so loved to be allowed to be here with them, sharing in this occasion...then the memories came back.

<><><><><><><><><>

Sunset awoke in a sitting position. She looked around and immediately attempted to run and teleport away, but found herself bound by magical blue chains. Usually other Highborn's constructs were easily broken by her, but with every attempt to charge her magic, she failed.

She realised then that there was likely a limiter on her horn, and while she was trained to overwhelm them, she was still too drained from the fight to do so. She would have to bide her time.

The next problem was her hands. Apart from being encased in a powerful magic handcuff, they were also slightly crushed last time she saw them, yet as she moved her fingers slightly, wincing at the pain, she could tell they were tended to and wrapped in bandages.

'If they think I'll beg for mercy, they have another thing coming', Sunset’s thought as she opened her eyes, her vision needing time to adjust to the light around her.

"Settle down there, hothead, we aren't gonna hurt ya, we just wanna talk".

Sunset recognised the voice, it was the small rainbow haired one. She looked around her, but could only see darkness, though she herself was under some sort of spotlight.

"Oh yeah? Well take of these 'cuffs and I'll give you a mouthful, trust me!!", Sunset shouted back impulsively.

"Silly, your hands are still recovering. We gotta put the cone on your head to keep you from the stitches, hehehehe *snort*".

'That's the pink bitch who broke my hands...!', Sunset thought as she started thrashing about, trying desperately to get away.

"Let me go!! Why am I here, anyway? This isn't Canterlot, so why did you bring me here? What do you sickos have planned?", as Sunset spoke, her eyes darted all around, looking in vain to see a face or person.

"Y'all calling us sick is the pig calling the cow ugly. Why'd you instantly assume we were gonna do anything to ya?". A deep female southern voice could be heard behind Sunset.

Sunset was about to yell something quite offensive regarding southern Earthen girls and their relationships with their brothers, but was interrupted by another voice.

"To be fair, darling, she is actually quite the looker, and her hair is simply divine, how in Equestria does she keep it so well maintained out here? Too bad she has such a temper and a habit of hurting innocent people". The latest voice in the obvious circle around Sunset was the Highborn of the group.

"Hello, I am Rarity, forgive my fellows for not introducing themselves, they lack proper manners from all this, 'roughing it'. The southern lady is Applejack and the charming girl you could mistake for a boy...",

"Hey, stuff it up your ass, you Highborn bitch!", Rainbow’s voice picked up nearby.

"...Is the ever endearing Rainbow Dash. And I believe you've met Pinkie Pie quite up close, no?"

"Hi!! Hopefully we can be besties after this!", Pinkie interjected, hoping to lighten the mood and give a hint to Sunset as to what they were planning to do here.

"Hahahahahaha", Sunset roared with laughter, pulling on the chains and lighting up her horn.

The limiter strained to contain her magic, and the constraints were buckling under her unusual strength, especially for a Highborn. Sunset failed to break the restraints, but nonetheless, kept the killer smile on her face.

"Hahaha, any moment now I will be strong enough to break free. I don't know what you guys hit me with, but I will be sure to be more cautious next time...maybe I'll leave you for a month or two, letting you believe I am in the other side of the country, then BAM! I appear behind that stuck up bitch and snap her neck before POOF....I'm gone again. Then, one by one I kill each of you, until there is just one left, then I capture them, torture them to tell me how you got that power and them kill them too. Either kill me now, which you won't, you COWARDS....or wait for me to come to you in your most vulnerable times and rip you apart!!!"

Sunset's words echoed in the dark hall.

There was no response for a while, just the sound of Sunset's heavy breathing. Then, that slightly raspy voice came through the abyss.

"I find it hard to take such a threat seriously from a girl who hasn't actually killed anyone. You're just a bad egg, and luckily for you, we have a cure for that, heh", Rainbow Dash spoke out, followed by the last of the group yet to be introduced.

"We'll take the third option, we'll show you another way...oh, and my name is Fluttershy, by the way. Nice to meet you...um, sorry but, you never told us your name".

"You already know it if you found me, but thanks Fluttershy, you creepy bitch, my name is Sunset Shimmer. And what the hell do you mean, 'another way?' ".

In the darkness, Sunset could see something starting to glow, magic was being summoned, that same magic that took her by surprise. She prepared herself for their onslaught and maybe even, her death. The glow became brighter and brighter, starting to illuminate the person around it, and as Sunset looked around, she could see all five of them starting to glow. She tried to break the restraints one last time, putting everything she had into it, but to no avail.

'This is it...Damnit, I had so much to do, so many plans. Celestia...why...?'. Sunset held her head down in defeat, waiting for the inevitable.

<><><><><><><><><>

Sunset woke up from her memory, the feeling of powerlessness still fresh in her mind.

'They helped me get better, I have never been happier...so why do I still feel this way towards them?'.

Sunset expected it to be morning, but found it was still night. She was on the right side of Applejack, with Rarity lying on the left opposite Sunset.

Sunset whispered, "How long was I out?".

Rarity replied to her after a long contented sigh,

"Oh, not long...10 minutes, perhaps? I guess nap time is over, time for Round 3".

Rarity lifter her dainty hand and gently flicked Applejack's nose, waking her up. With a long, loud, drawn out yawn, complete with arm and back stretching, Applejack sat up and apologized,

"Beg pardon, ladies. I figured it was worth getting any amount of rest in before the next part. Should be interesting".

Sunset looked to Applejack and Rarity with a look of slight astonishment. 'These two are insatiable…’

"Uhh, okay. So, what's next on the list?",

Sunset hoped that appearing perky and upbeat would give her more energy, though her jaw still was sore from giving passage to Rarity's cock for so long.

"Right, see...this one should be interestin'. We never had a third person with us, and trust me, you have made this night absolutely unforgettable, Sunset...",

Applejack began, while Rarity nodded her head in silent agreement,

"...But there is another thing we haven't tried, and with your help, we would like to experience it for the first time with you".

Sunset was curious what they could be alluding too, though since she just finished sucking out what felt like a bucket full of cum from a foot long cock magically conjured by the girl three feet away from her, Sunset felt like she had no way of preparing for it.

"Well don't keep me in suspense, tell me", Sunset chirped, feeling more and more energy with each passing moment.

"Rarity, if you would be so kind", Applejack cooed, with Rarity sitting up and putting both hands out. Each one had the patch Rarity had used earlier.

Sunset gasped, "You have two!? I haven't even heard of one of these things, and I try to keep in the loop".

"The first one was given to us from a travelling magician as a reward, can't remember her name, though she must have said it a thousand times. We helped her with a Minor problem she was having.",

As Rarity spoke, Applejack let out a humourous grunt.

'Another in-joke, I guess I'll ask about it later', thought Sunset as Rarity continued.

"The second is actually a copy of the first, as Applejack and I found the first one quite handy, as I'm sure you now appreciate",

Rarity gave Sunset a wink, which Sunset felt was unnecessary as she had her dick in her mouth not 20 minutes ago, so she understood what she meant.

"We encountered the most delightful Zebra who spoke in rhymes of all things, and she somehow KNEW about the patch I had, and when I asked if she could make another, she agreed...for a price",

Rarity finished her talk and blushed as she thought of that day, and Sunset couldn't help but notice Applejack doing the same. Sunset's imagination took over as she thought of some mohawk bearing, scantily clad, muscular black woman wearing the patch, bending Rarity over a bench in some hidden hut next to a well fucked Applejack, her huge black cock slamming into Rarity again and again before cumming inside her, impregnating Rarity with her seed. Sunset's overactive imagination resulted in her getting moist and flushed.

Rarity noticed and said,

"Oh Sunset, really! We didn't do anything too indecent, we just had to...exhibit them for her, that's all".

"Like we said, Sunset, you are the first we've involved in this kinda thing", Applejack reassured Sunset about the matter, and Sunset was mostly relieved, but also slightly disappointed.

The thought of some lowly Zebra getting a high society, sophisticated Highborn to some mud hut, dropping her panties to expose a huge dark cock and proceeding to brutally fuck the class right out of her was a new found fetish for Sunset.

"Anyway", Rarity said loudly, trying to interrupt Sunset's no doubt perverted thoughts, "We have two and we plan to use them".

Sunset was brought back to the room, suddenly realising the immediate implications of two patches.

'Am I about to be double fucked by Rarity and Applejack?'

The thought of the tall and mighty Applejack, the epitome of a powerful woman, having a length of dick dangling between her legs enticed Sunset to no end.

"We would like you to take one, while I use the same one as before".

Rarity's statement surprised Sunset. She looked over at Applejack who seemed to be preparing a speech.

"Y'see, Sunset. Ah know Rarity gets a bit of a kick outta being the, 'top', when we're being intimate, and I...um, I like her being top too, y'know?".

Sunset kinda understood, but this was clearly not something Applejack was used to explaining, so she let her continue unquestioned.

"You really wanted to cuddle up to me, Rarity really wanted to use that patch on you, Sunset...well me, I want both of you to use it on me".

The realization dawned on Sunset. This night was for everyone involved, all equal. They treated her first because she was the guest, but they wanted something out of this too.

'And here I was thinking only of myself...', Sunset mentally kicked herself for acting so self-centered.

Here she was on the greatest night of her life, and all she could think was how things could go best for her.

'No time to regret, now is the time to act'.

Sunset reached forward and took the patch in her hand, Rarity and Applejack both watching intently. Sunset stood up and walked to the foot of the bed and ran a small charge of magic through the patch. The symbol glowed and the patch started warming up.
She had researched morphing magic before, so while she had never thought to use it for sexual purposes, the same principles for use applied. She lowered it to the desired area and put it below her belly button, same as Rarity had.

The effect was certainly...interesting. She felt the mound of flesh stretch out above her vagina, all those new nerves being created and shaped. She looked down to see how it was going. The cock was more of a dark piece of meat currently, shifting and shaping, with blood starting to drain from Sunset as the internal setup began. She could feel her insides shifting, room being made for a half-prostate, half-testicle that made both the fluid and the sperm, all internally.

She could feel herself being used by the patch, it's powerful enchantment meaning all the work was automated. The necessary nutrients and protein and salts were all taken from her other organs where they could be spared, no doubt using natural ingredients instead of magical ones to create genuine sperm for the individual rather than the magic 'clone' sperm.

When she looked at her member again, the head was now visible, being bright and pink. Roughly the same size as Rarity's was, the only real noticeable difference was the colour of the shaft, as it was darker to reflect Sunset's skin. The tingling sensation was subsiding, with the cock now being fully formed and functional.

Sunset gasped as she took her hand and lifted her flaccid penis, it's weight and texture not only exciting her, but giving her an odd sense of pride. She looked to the happy couple to see their beaming faces. Rarity stood up and walked over to Sunset and gave her a close hug, their limp dicks rubbing up against one another, sending a shiver running up both their spines.

Before Rarity pulled away she whispered,

“Thank you so much, this means so much to Applejack and I",

With Sunset responding with a hard nod. Standing next to each other, shoulder to shoulder (well, as close as possible, Sunset was still taller), Applejack's eyes widened before crawling along the length of the bed on all fours, sitting on the edge before kneeling down to the floor.

Sunset followed Rarity's lead who started inching forward towards her, her cock bouncing lightly up and down with each step. Applejack watched both dicks approach her slowly, both swaying in the air, coming towards her.

She could see the veins on both pumping blood into them, as they started to become erect. Sunset enjoyed the sensation of getting an erection, it felt like having a champagne bottle at a party ready to be popped at any moment.

Once within grabbing distance, Rarity and Sunset exchanged looks, seemingly reading the others mind. They looked at the blonde form before them, the mighty Earthen, kneeling before two Highborns.

"Time to learn your place, filth",

Rarity spat, rubbing her cock alongside Applejack's right cheek, with Sunset following suit.

"You will show proper respect for your betters. Be honoured you even have the chance to please us with that lowly body of yours".

As much as she hated to admit it, Sunset liked talking down to someone again. The sense of power, of superiority, was intoxicating. She rubbed her cock against Applejack's left cheek, enjoying her surprisingly smooth skin, at least, as far as she could tell from the edge of her bulbous cock head.

Applejack just closed her eyes and moaned at the feeling of the two warm, hard rods rubbing against her freckled cheeks. But what was even more exciting for her was the thought of two self righteous bitches, who never worked a day in their lives, who got everything handed to them, who didn't deserve to get anything.... getting everything they wanted, even her.

That life wasn't fair and no matter how hard she tried to deny it, she would never stop being a filthy Earthen whose highest goal in life would be to be the mistress of some Highborn playboy. That no amount of brains, brawn or determination could fight the system. Sometimes, when in a safe place, it felt so good to just give up for a while.

Applejack moved her head slowly, side to side, loving the feeling of slight pressure against her, the warm and hard texture of the cocks. For minutes, Sunset and Rarity slowly and softly humped against Applejack's face, each trying to hold in their moans to uphold a facade of high class and also to listen to the delightful, lustful whimpers of the woman beneath them.

Applejack could feel their heartbeats through the contact, the faint sound of blood being pumped in. The slabs of meat had finally reached their full impressive length, with each nearly as thick as Applejack's wrist and the length of her forearm. Applejack could tell the blood had leveled out, so with the excitement of a girl on Hearth's Warming, she opened her eyes.

'Landsakes...', Applejack's thoughts were of that and nothing else as she gave out a small gasp.

She had seen Rarity's before, but the sight of Sunset with one, with both so close to her face, the thrilling knowledge of what both of these cocks promised her, gave Applejack contractions in her nether regions, a sort of mini orgasm.

Sunset had to hold steady to avoid breaking character, for as soon as Applejack had gasped, she had wanted to shove her cock into her mouth.

'Imagine her surprise', Sunset thought as it seemed her mind tried to justify her impromptu face fuck of dear, sweet, honest Applejack.

But Sunset prided herself on her self control, so she would resist the temptation.

'Besides, I'll get into that throat sooner or later', Sunset's sly smile widened into a grin.

However, since Sunset was so busy controlling herself, she hadn't noticed Rarity...or her shaking hands and quivering lips.

Rarity was staring into the deep green eyes of her love, and when she heard Applejack gasp with the joy so rarely heard in their lives nowadays, Rarity nearly cried on the spot. All that kept her from bending over and giving her dearest a loving embrace and a passionate kiss was what had caused her to think of it... love.

She knew that what Applejack wanted right now was to be used, not loved. Knowing there would be time for romance later, Rarity sucked in some refreshing air, closed her eyes for a moment and reclaimed her role.

To Applejack's dismay, Rarity took a small step backwards, followed soon by Sunset. Without saying a word, they stood there, both with small smiles on their faces as they looked down on her, their eyes shadowed by their hair and brows. To Applejack, it helped create the illusion that these weren't the love of her life and her new companion. Rather, they were two upperclass Highborns looking for a cock loving Earthen to have fun with. Applejack breathed heavily as she got her huge ass of the bed and got on her knees before them.

The sound of Applejack's lusty breaths filled the room. Sunset and Rarity both stood still, there hands on their hips and their cocks both inches from Applejack's lips.

After what seemed like an eternity, Applejack raised both her hands and gripped both Sunset and Rarity, the heat rising in her cheeks as she felt the coursing blood in her palms, before bringing them both to her mouth and giving them a soft kiss on their bright heads, together.

After pulling back she went back in to give another pillowy kiss to both again, then another and another. As they were far too large to both fit in her mouth, she got as much as both heads between her lips, neither deeper than a few centimeters, and gave a suck and a lick.

Rarity, the more experienced, kept her composure during this...Sunset however, was new to this and had never felt this kind of pleasure. With a gasp and a moan, she tried to catch herself, but with every lick from Applejack's slimy tongue, Sunset's whimpers continued.

Rarity could not pretend to not hear the beauty's incredibly sexual sounds, her eyes breaking off of Applejack and onto Sunset as she noticed Sunset was groping her breast, squeezing it harshly. Rarity reached over and touched Sunset's chin turning her head towards her, not taking the time to explain herself or even exchange glances, and kissed her roughly on the mouth.

Sunset's moans were muffled in Rarity's mouth, though they only increased in their frequency as Rarity had used her shorter height to her advantage, using her hand to reach under Sunset's new penis and onto the still perfectly pristine flower beneath. She rubbed Sunset's lips, putting pressure on her hole but never actually going in, teasing Sunset to the point of madness.

Applejack, meanwhile, had decided to give a more specialised treatment to her beautiful pair. She slowly removed the members tips from her mouth, twin strands of pre-cum forming a bridge the further they were pulled away. Forgetting whose cock belonged to whom, Applejack used the spit and pre-cum on the right cock to her right to lubricate it while she used her strong hands to stroke the shaft and head.

The cock to her left she popped back into her mouth, but with only one, she was able to get a proper grip on it and suck it in deeper.

Sunset suddenly pulled away from the kiss with Rarity, gasping loudly as her cock was enveloped in warmth and moisture. Forgetting everything else, she reached for Applejack's head to give her as much as she had to give, but was stopped by a blue magical aura.

Rarity had magically grabbed Sunset's arms, holding them in place. Rarity looked to Applejack, who was so enamoured by Sunset's cock in her mouth that she hadn't noticed Sunset's sudden movement or hers.

She leaned over to Sunset and whispered into her ear,

“Sorry darling, but this is just the start. Can't have you blowing your load just like that, now can we? You'll get your chance, besides, it's time for the real fun to begin”.

Rarity winked to Sunset, who had a look of shame and embarrassment about her. Rarity could see Sunset's feelings on her face, so she tried to comfort her by saying with the soothing voice of a mother,

“Shh, Sunset, it's alright, really. Don't worry, darling, I just didn't want you to repeat my mistake”.

Sunset seemed puzzled for a moment before understanding Rarity's meaning.

“You mean you...”, Sunset started before being cut off by Rarity.

“Yes, the first time we made love with these I ha-OH...!”,

Rarity had gasped at the unexpected arrival of a pair of farmer girl lips around her dick, Applejack apparently deciding to give some love to the patient cock on her right. Rarity redoubled her efforts on Sunset's pussy, twirling her two fingers around Sunset's pink bud.

“...Ah-...As I was saying, dearie...the first time Applejack and I ha-aaah......had used it, I grabbed her hair and used her mouth for a few minutes before cumming there and then, leaving Applejack completely ignored. I never felt so selfish in my life, so I had to stop you from doing the same...GUH!”.

As Rarity finished her story, Applejack had let Rarity into her throat in a slow, almost agonising rate... if it didn't feel so good.

“Thanks Rarity, I feel much better now, really”, Sunset thanked Rarity for the story, though she wasn't sure Rarity took it all in as she had a look of mild bliss in her eyes, and despite her story of blowjob control, Sunset noted that Rarity had started slightly humping into Applejack's mouth to clearly try and get deeper into her. Sunset watched as Rarity struggled to keep her hands to her sides, her stifled moans and squeaks enticing Sunset to get her cock serviced.

“Enough!”, Rarity suddenly let out.

She pulled herself out of Applejack's mouth and removed her hand from Sunset's quivering lower lips, much to the groaning Sunset's disappointment.

“Lowly Earthen whore, we have indulged you long enough, it is time for you to be of the one use you can be...lie down on the bed and spread your legs, we are about to give you a honour beyond any that your kind deserve”.

Applejack didn't say a word, she instead swallowed the spit and cum that had been left in her mouth, both from Rarity and Sunset, and stood straight up. She looked down on both the Highborns who, if they were the regular Highborns she was imagining them to be, couldn't possibly defeat her from this distance.

She could kill them both in moments....she knew this....which meant that she was deciding to be subservient to them. The most taboo thing to her, to accept defeat, was right now the ultimate aphrodisiac. She backed away from the two Highborns, her head lowered slightly, until her legs hit the bed. Sitting on it and lying back, she closed her eyes and waited, struggling to keep the smile off her face as she longed for what came next, the final act of the night.

Rarity loved watching her big, strong lover obey her, it gave her a sense of power only she could offer, the power to control others through presence alone, not just in magical ability.

Sunset felt an odd feeling inside. She felt the same feelings of power that she so enjoyed from defeating enemies of hers from her, 'old ways', and she loved it....and because of that, she hated herself for it. The internal struggle raged in Sunset. She loved this feeling, but it was part of her old life and was built on hurting others and making herself feel better at that cost. Sunset was shaken from her thoughts by Rarity addressing her.

“Sunset? Are you alright?”, Rarity had seen the worry on Sunset's face and wanted to make sure she was alright.

”Oh, it's nothing, just....can we talk for a moment?”, Sunset gestured to the door, and Rarity complied, leaving with Sunset before saying to Applejack,

“Stay put, darling, we will be right back”, and closing the door.

Sunset looked at Rarity for a moment, taking a deep breath before starting with,

“The way Applejack is acting makes me feel....powerful, like I'm better than her and I hate that...”,

Rarity opened her mouth to say something, but opted for Sunset to continue.

“I still feel it inside, Rarity, the rush from having someone forcefully respect you...while you're looking down on them”,

Sunset had tears starting to form in her eyes,

“I still have feelings of anger towards you, towards Applejack and all the others. I hate it, but it won't go away. Applejack said I could accept them, but what would that make me? Who would I be? A liar, a fake? Maybe I'll go back to who I was someday...angry, unfulfilled and...alone”.

Tears from Sunset's eyes had started falling down her face. Sunset couldn't even look at Rarity, she was so worried she would be disgusted with her. Sunset hadn't planned on letting them know tonight, or when she would tell them, but she couldn't avoid it any longer, she needed to say something. There were no words to prepare Sunset for Rarity's hug, so Sunset stood shocked when she felt her friend's arms around her.

“You poor dear, I had not thought that all this playing would mean this to you. But listen to me...”,

Rarity spoke with her motherly tone once again, looking into Sunset's eyes,

“It's okay to feel that way, you should feel hurt....because we did hurt you. But if you want to alleviate these feelings, maybe you just need to let them out”.

Sunset didn't understand what Rarity meant, but she reciprocated the hug and listened to Rarity further.

“I am a dressmaker with a bunch of vagabonds and dirty miscreants. They tease me and make fun of my interests. We are friends and they don't mean any harm, but it can hurt sometimes. So, it's on nights like this when I can put those feelings to use. I take that negative energy and use it on the southern belle in the room. She gets her catharsis from alleviating herself of all responsibilities and becoming subjective to me, which is perfect since I take great pleasure in taking revenge on her for any faux pas she may perform on me or herself. We give each other a way to let out what we don't want to admit to anyone, least of all ourselves, because we know how good it feels to give in to those feelings, and here...it's safe.”

Sunset listened intently to Rarity's words, a feeling of euphoria washing over her for a number of reasons. Because not only had Rarity and Applejack invited her over to their most private and most intimate event to share with her, but they also were so wonderful, so beautifully kind as to help her even now, in the thick of their activities.

“You and Applejack… I don't know how to ever thank you...”, Sunset could feel the tears end, her face glowing once again with the warmth of her smile as she ended the hug and looked at Rarity.

“So, how do I let them out? How do I personify these emotions?”, Sunset asked, as while she had a plan to hope for, it lacked details.

“My dear, that is something only you can discover...are you alright now?”, Rarity looked at Sunset with concern in her eyes.

“Yeah...yeah, I think I am. Let's do this!”, Sunset was totally revitalized, eager to try and figure out how she can express herself.

“Excellent! Now if you need me for anything, just let me know, okay? The most important thing, no matter when or where, is that we are all taking care of each other in the end”,

Sunset beamed at Rarity's words, but was surprised at the crassness of the next ones.

“Right, so I'll take her mouth and you can finally put that thing to use, because you should take her pussy with...that”.

Rarity was hoping the sudden change back to sexy talk would be both attractive and funny to Sunset, but her plan fumbled when she looked at Sunset's dick...and then her own.

They had unfortunately had a long flaccid cock each. Sunset and Rarity looked at each other, then back at themselves before giggling, then laughing at themselves.

“So, should we fix ourselves before we go back in or get ourselves, 'pumped', beforehand?”, Rarity asked as she grabbed Sunset's cock, flicking the head lightly.

“Maybe we can have a private tug-o-war between us before heading back in...”,

Sunset chuckled to herself, feeling the heat rise in her loins as Rarity's soft and smooth hands rubbed her length. Rarity's blue eyes met Sunset's green as they looked at each other, neither moving except for the one hand on the others cock, slowly yet consistently jerking them.

They looked at the others face tingle with appreciation for the others finger technique on the heads of the dicks, the way the other caught their breath with an especially well placed tug. They barely blinked, never moving except their hands, back and forth, back and forth. The blood packed itself into the impressive meat for both ladies as they had to take their hands off each other lest they unfortunately preemptively end the night.

“Let us show that Earthen Goddess the time of her life, shall we?”, Rarity put her hand on the door handle. With a smile, a magical cock filled with blood and a sense of purpose, Sunset eagerly agreed.

“Let's.”

As Rarity proudly walked back into the room, her erect cock bouncing with every step, followed closely by Sunset, she stopped and looked at the sight before her.

Applejack had clearly gotten bored of waiting for Rarity and Sunset, so she was currently fingering herself with one hand and smelling a pair of panties in her other, which belonged to Sunset Shimmer and Rarity.

Applejack was aware they had come back in, but found herself struggling to stop herself from masturbating in front of them...in fact, the thought of them both staring at her, caught red-handed sniffing their underwear like a pervert, enticed her on even more.

Rarity cleared her throat quite loudly before saying,

“We did not give you permission, Earthen, to either start pleasuring yourself or to touch our delicacies...you're lucky that you are blessed with a marvelous body, that even while committing this heinous act, is oozing with a sexuality befitting a noblewoman”.

Applejack finally started slowing down, eventually stopping before throwing the panties aside.

“Now that you have some form of control, lie your head and legs off the corner of the bed ”,

Applejack obeyed Rarity's orders, lying on her back near the bottom left corner of the bed, with her head dangling off the edge while her legs hung off the other edge.

Rarity turned her eyes to Sunset and said, “It's time we pluck this Apple.”

Sunset's face seemed to glow with the happiness emanating off her face from Rarity's statement.

'Finally, I can put this thing to good use',

She thought as she stood between the meaty thighs of Applejack, leaning forward to rub her left hand on her moist cunt. Sunset glanced upwards to see Applejack looking at her before Rarity tugged on Applejack's ponytail and her head hung upside down.

Rarity lined herself up to Applejack's lips, who gave Rarity's throbbing erection a kiss before opening her maw.

Sunset positioned herself similarly, giving Applejack's lower lips a sensual prod with her cock. Sunset locked her gaze at the sight of her dick about to penetrate this delicious pussy. She put her hands on Applejack's sides for grip, bit her lip, and slowly and agonizingly inserted herself into Applejack's depths. Roleplay was forgotten as Sunset's moans beat Applejack's as she experienced a whole new kind of sensation for the first time, her eyes darting to the ceiling in bliss.

The comfortable tightness, the moisture, the warmth and the way the muscles contract and seem to want to pull Sunset's cock deeper inside. Sunset could actually already feel that ball in her stomach again, that pressure that, if she only thrusted a few times more, would explode. Not wanting this heavenly feeling to go away so soon, she stayed still and enjoyed the feeling of Applejack's most sacred place.

Rarity couldn't help but smile as she looked at the happiness plastered over Sunset's face, and the pride she felt when she saw how well Sunset controlled herself.

Once she calmed down a bit and the ball was gone, Sunset took a deep breath and looked down to see a most interesting sight.

Sunset could see a bulge just underneath Applejack's bellybutton, about two inches tall at it's apex.

'That's...me'.

Sunset was entranced by the way her cock had affected Applejack in such a way. She moved back slightly,while still trying to keep to the roof of Applejack's love tunnel, to see the bulge travelling with her. Sunset giggled at the sight.

Though Sunset had adjusted to the feeling, Applejack had not. Every time Sunset intentionally scrapped the top of her cock inside her, to feel that bulge move, was that special kind of pain that felt so good. The way her insides shifted to accommodate this intruder.

On occasions afterwards, Applejack would wonder if she tensed her abs at those times. Would the cock beat her abs? Or would she be able to keep the cock from nearly splitting her? Unfortunately, Applejack was not in the state of mind to be wondering such things, her moans of pleasure mixed with agony now thwarted by Rarity attempting to make a spitroast out of her. Rarity had her hips drawn back, yet instead of slamming into Applejack's mouth, she wanted to try something like Sunset had.

She had placed her cock-head into Applejack's mouth, the tongue on top of her dick being an interesting change, and slowly but very firmly proceeding forward. For the first few inches it was easy, even relaxing for both of them.

Applejack looked at Rarity's legs inched closer every moment, the view of the underside of Rarity's cock, it's sheer girth, made her convulse below, much to Sunset's delight who was still marvelling at her cock bulging out Applejack's stomach.

Rarity's hands gripped the underside of Applejack's jaw, giving it a firm grip as she pulled it only slightly, but keeping it there. Applejack could understand why as Rarity's cock had breached her throat, and Applejack's natural response was to pull back, but Rarity wanted this to all go down in one smooth gulp, so she held Applejack's head in place, her throat in it's straightest position to most easily accept her member.

Rarity's long and steady thrust continued as Applejack's hands started shaking, clenching and unclenching fists, pulling at the bedsheets as the adjustment period for her was not considered for the huge load she was taking.

After what felt like an eternity, Rarity's cock had nestled itself into Applejack's throat, enjoying its second outing for the day while Applejack's nostrils took in as much breath as they could. Rarity felt a shiver run up her spine as she felt Applejack gurgle and swallow beneath her.

Applejack was in heaven. Here she was, a regular small town girl being fucked by two of the most beautiful women she has ever met. They wanted her, they got her. Their perverse Highborn magic had tunneled it's way into her mouth and pussy, filling her like never before. It felt like they were right next to each other, only inches away.

Applejack's eyes watered as she cried out around the hot cock in her, her hands gripping into the bed itself and tearing through it with her grip as she felt her orgasm come. As Applejack shook and quivered beneath them, Rarity and Sunset looked at each other seductively, their eyes brimming with faked racial pride and honest lust.

Without a word, they both bent over Applejack's still orgasming body and kissed, their tongues meeting each other at the bridge their lips formed. While they kissed, both felt the time to really fuck this Apple had come.

Rarity starting pulling her hips back in small amounts, giving small yet very quickly accelerating thrusts into Applejack's mouth, which was starting to have small amounts of saliva pushed out during each one. Sunset opted for a more traditional approach and simply pulled herself mostly out of that glorious cunt and going back in smoothly, only increasing her pace slightly to create a steady rhythm.

The sounds of sex filled the air, the sloppy kisses exchanged between Sunset and Rarity, the sloshing sound as spit was pushed back and forth through the throat from the face-fucking Applejack was given and the fleshly slapping Sunset's hips made as she thoroughly enjoyed fucking Applejack. Before long, Rarity was lying on Applejack, her hands still holding her head in place.

Her thrusts were now longer, but still brutally fast as she was clearly approaching orgasm. Rarity looked at her girlfriend being fucked by the woman who had threatened to snap her neck only two months ago.

With a quivering voice, Rarity said, “Yes, fuck her! Show us your power! Give her all of it, take her for your own, fuck her into submission!!”.

With a final cry of pleasure, Rarity came, her seed taking the express way down Applejack's neck to her tummy. But after only a few pumps into her, Rarity got herself back standing, pulled out and shot a few strings of cum onto Applejack's face and tits, her final pump of sperm reaching all the way to Sunset's breasts.

Rarity panted with the exhaustion of cumming so much, sitting herself down next to Applejack before leaning down to kiss her on the lips, the taste of her cum still fresh on them. Going about to lick her fluids from Applejack's skin, Rarity did her proud duty of keeping her favourite girl clean.

Applejack never admitted it, but she loved how Rarity would fuss so much over her appearance, the way she would clean her cheek or takes bits of sticks out of her hair, it all combined to make Applejack feel truly loved by her.

But once the romantic petting was done, both realised that Sunset had stopped moving. Like back at the town, Sunset was stone silent. Applejack and Rarity looked at her, deciding not to draw her attention this time.

<><><><><><><><><>

The illuminating lights that surrounded Sunset, that showed the 5 travelers that had confronted and defeated her, had reach blinding levels of intensity. Sunset waited for their strike, knowing that while she was formidable, even she couldn't survive the level of magic being summoned. The light summoned by Pinkie suddenly connected with Sunset, surrounding her in a white light. Sunset grimaced as she felt the magic envelope her. It hurt, like it was seeping itself into her skin, but not nearly as much as she expected. Next was Fluttershy's light, then Rainbow's and Rarity's and finally, Applejack's.

The pain had increased to a near burning sensation, and when Sunset opened her eyes, the light shined brighter than any other, yet it didn't hurt her eyes to look at it. With anger and bitterness, Sunset screamed at them,

“IS THIS ALL YOU'VE GOT, YOU COWARDS!? I CAN TAKE IT, I CAN TAKE ANYTHIIING!!”.

She felt the chains and limiter disintegrate around her. She could move slightly, even turn all around, but was bound in this magic around her from using her own. A voice reached out from the white as a form came closer,

“Oh, you poor thing...”.

It was Fluttershy, walking towards Sunset and standing only 6 feet away.

“Having something so precious stolen from you...”, Pinkie voice was heard as she walked next to Fluttershy, both their faces heavy with sadness.

To be pitied while they torture her was an indignity Sunset would not suffer through quietly.

“AARGH, what kind of sick creatures are you!?”, Sunset screamed, feeling the magical energy from them moving upwards through her.

“I...I can't imagine living like that, it must be so...”, Rarity was next to speak and come, standing on the opposite side of Pinkie, tears running down her face.

“....Lonely”, Rainbow said, sadness heavy in her voice as she floated down next to Fluttershy, a look of melancholy on her face.

The foreign magic, Sunset had discovered to her horror, had moved towards her brain.

“AHHH, what are you doing to me!?!”.

Applejack walked in and stood next to Rarity, tears welling up in her eyes as she looked at Sunset writhing in pain.

Sunset stopped moving, her eyes bulging open as she felt the magic flow through her head.

“Someone took something from you, Sunset, and we are here to give it back!”, Rainbow declared, the white light she emanated turning into a Rainbow.

“We are going to bring that smile back to your face!”, Pinkie shouted with glee as her light shone a miraculous rainbow.

“You'll feel that connection with others again, we promise, you can be happy again!”, Fluttershy said as loud as she could, luckily Sunset had better hearing than most and was able to pick it up.

'What are they talking about? What do they-',

Sunset's own thoughts felt like they were being taken over, restructured and changed. She couldn't concentrate enough to think anymore.

Rarity's light, like the others turned to a rainbow as she spoke,

“The happiness of family, the fulfillment of friends, we offer them to you, Sunset!”.

Sunset stared at them as she listened to what they said, the magic finding what it was looking for in her mind. The white light that had surrounded Sunset was turning into a rainbow, and with Applejack's words, it completely overtook her.

“When you are happy, we all share it. When you are sad, we comfort each other. With the bond we all share, the friendship we offer to you and the power we possess, we give you back your Empathy!!”

“AAARRGGGH”, was all that could be heard as the rainbow sphere exploded, sending a rainbow launching through the ceiling of the cave and beyond the horizon.

The 5 friends stood in the illuminated cave, the morning sun shining in to show a crater directly below the hole. In the silence they listened for any sounds, and from the crater crawled out Sunset Shimmer, tearing falling off her face.

“I-I'm so sorry...I-I-I didn't realise how much I was hurting everyone...I didn’t know there was another way...”, Sunset tried to speak more, but was overwhelmed by the emotions that filled her. Sitting in the dark, crying to herself, Sunset wasn't expecting a hug.
Rainbow was, naturally, the first to reach her, but all the others soon joined in.

Sunset found herself in the middle of a group hug...she had never had one before...

<><><><><><><><><>

Sunset's mind came back to the room, a smile coming to her face as she looked at Applejack and Rarity watching her.

“My friends....thank you”, Sunset said, her voice overflowing with gratitude and happiness.

Applejack leaned up and gave Sunset a hug, with Rarity following soon after. Sunset still marveled at this feeling, this closeness she could feel with other people. It was always so foreign to her growing up. She held them both tight before releasing them, looking to each of them with a look of gratitude.

“I think I know how to get this feeling out now...this feeling of animosity towards you guys. If you would allow me, I want to try something...a little rougher”.

Sunset's tone change was enough to get a response from Applejack and Rarity, a slight blush from both.

“A-heh, sure Sunset, what did ya have in mind?”, Applejack asked, her hand rubbing the back of her neck due to a crick she got in it from having it bent over for so long.

“I think I know what she wants, dearie”, Rarity said with a wink as she looked at Sunset.

Rarity pulled Applejack on top of her as she lied down on the bed, thankfully restored from its damages by Rarity's magic during Sunset's spacing out moment, and placed her hands on Applejack's ass cheeks and pulled them apart, Rarity's flaccid magical cock being well received by Applejack's body.

“Oh! Y'all, mean that! Well, Ah would never ask it, but...Ah mean..A-Ah would never say no...'specially to you, Rarity”, Applejack said, realising what Rarity was talking about.

Sunset didn't say anything, but she did move towards Applejack, her eyes fixed on that cute little button just above her womanhood and knelt before it.

Her erection was still quite hard, and while she was a little disappointed she wasn't gonna cum into Applejack's womb, her asshole was a damn fine second place.

'And hey, maybe this will actually help me sort out these weird feelings...', were Sunset's last thoughts before she closed her eyes and stuck out her tongue, starting at the vaginal lips before drawing her head up across the gap, which she gave a quite few flicks to.

“Hahahaha, haha, stop Sunset, hehe, that tickles”, Applejack laughed, leaning her torso up from Rarity and looking back over her shoulder to try and see Sunset.

Rarity took advantage of Applejack's exposed chest to take one of her delicate nipples into her mouth and massage the other breast between her smooth fingers. Applejack propped herself up on her hands to let Rarity access her more easily, enjoying more and more the slimy fun these two girls were offering her, still giggling as the sensation of Sunset's tongue tickled her.

Though Sunset enjoyed listening to the country gal laugh, she also wanted to sample the ass that had drawn her eye for a while now. Sticking her tongue back into her mouth to moisten it in spit, Sunset than gave Applejack's asshole a long, slow lick. Then, without removing her tongue from her, went back down over it and flicked it like she did the gap.

Applejack's moans prompted Sunset on, prodding her asshole with her tongue, twirling it back and forth, slowly making it's way into Applejack. The slippery appendage never stopped flicking, even as Sunset's lips met Applejack's ass. Sunset didn't expect anything in the way of taste, but was pleasantly surprised by it's spicy tinge.

Applejack almost hated how much pleasure she got from her asshole being stimulated. It was so dirty and gross whenever she thought about it in regular life, but here, it was what she wanted, what she needed.

Rarity, being the sneaky girl she was, had nonchalantly moved her head to the other breast to suckle on her. Applejack was high enough that Rarity used one elbow to prop herself up and the other to worm it's way to Applejack's pussy.

'Darn, darling, you're so tall I can barely reach!', Rarity thought, her stretched arm and fingers only able to reach Applejack's clitoris.

Sunset realised that Rarity had moved her hand down, so she prepared herself for the darkness to come. Since Rarity had moved her hands to administer pleasure on Applejack's torso, Sunset had to keep Applejack's huge ass cheeks apart herself to fit her tongue into her butt.

But now that she was in and secured her lips with a bit of suction, she slowly removed her hands, which lead to Applejack's apple butt-cheeks devouring most of Sunset's head, only the top of her horn being visible as it poked through the top of the butt crack.

Sunset couldn't see anything, but the lack of sight proved useful as she could concentrate on the sounds and feeling all around her. The strange warmth she felt from her ass, the smell of sweat and sex was at it's strongest here and the very faint sound of whimpering from above.

With two free hands, Sunset grabbed her erection and started to jerk herself off, quickly learning that despite it's size, the majority of the pleasure from masturbating came from the head. With her second, she joined Rarity's efforts and placed a finger into Applejack's quivering core, pumping it in a steady rhythm.

That was it, Applejack couldn't control herself any more. Needing only one hand to hold herself up for Rarity, she reached back and grabbed Sunset's hair. Sunset's tongue stopped when she felt the large hand on her head. Applejack tried to pull Sunset even closer, to get that tongue deeper, shoving more of Sunset's face into the crevice Applejack's ass created.

Sunset's wanking intensified as she removed her fingers from Applejack and quickly placed them inside her own pussy, the pleasure of masturbating with two genitals making Sunset's moans audible even through Applejack's muscular ass.

The lewd scene was interrupted by Rarity when she spoke,

“Ooh, Darling, could you get off me please? I'm afraid I'm in a rather uncomfortable position because of the um...ahem”.

Sunset, upon hearing this, tried to remove herself from Applejack's ass, but the hand held her in place. Applejack, feeling the resistance in her hand, let go and Sunset stood up to look at Rarity, Sunset's hair around her face all pushed back and disheveled. Applejack herself rolled off of Rarity and sat next to her.

“Sorry to break the mood, but my patch is back working again”,

Rarity gestured towards her erection, which was being pressed down in a very awkward position by Applejack's body,

“Though, I am still rather drained from the last two times, so how about I stay here, Applejack dearest, you get on top of me...”.

Applejack interrupted her, “Ah dunno Rarity, this has been a long night and Ah'm not sure I can manage a proper cowgirl right now”.

Rarity had a small scowl on her face, and said, with an insulted tone,

“If you'd let me finish, I was going to say you lie on me, I go in you and we enjoy the feeling of each other while Sunset over here, who has barely cum at all tonight, rocks us both back and forth to our evening's climax. Does that sound agreeable to you, Sunset?”.

Sunset had a wide smile and nodded her head fast, desperate to finally cum tonight, but to also get herself into Applejack again.

'Hey, once I do that, I'll have been in all three holes of her...', this thought gave her cock an extra powerful surge, making it throb hard enough to bounce, as if it itself agreed to Rarity's plan.

Rarity gave a quite ladylike chuckle,

“Ah ha ha, oh, well I'm glad your friend agrees also. You have it well trained. And you, Applejack, is this alright with yo-”.

Rarity was once again interrupted by Applejack who crushed her lips to Rarity's and got on top of her. They were well versed in this position, with Applejack knowing exactly how high to bring up her ass to rub her pussy along the head of Rarity's cock without looking, earning her a grunt, and then lowered herself onto the head.

Sunset watched, impressed with the precision of their copulation based on memory alone. Rarity's length disappeared into Applejack, returning home after a long day of travelling. This pressure, this feeling, was to Applejack and Rarity as relaxing as it was pleasurable. But before the lovers could fall asleep in each others arm, Sunset descended upon Applejack, kneeling down behind her and lining up her cock with the still glistening asshole.

Thankfully Applejack tucked up her knees to Rarity's sides, allowing Sunset to get in much easier.

“This...could get rough, Applejack, are you ready?”, Sunset spoke, for as much as she wanted to cum in her friend, she wanted them to be safe first.

Applejack didn't respond, but instead rocked backwards to give Sunset's cock a kiss with her asshole. Sunset didn't need another word said as she gripped Applejack's wide hips and roughly inserted half her cock into her asshole.

For all three of them, this was a new sensation.

For Applejack, she felt like there were holes in her she didn't know were there and they were being plugged for the first time. The combined might of both of these cocks, both huge in their own right, each in her pussy and asshole respectively, nearly made her cum on the spot.

For Rarity, she had the novel sensation of Sunset's cock stroking her through Applejack's insides.

And Sunset, she loved the ridiculous tightness of Applejack's ass. Every thrust required her to try as hard as she could to get in deeper, because she hadn't got to the hilt yet because she wasn't strong enough.

Applejack wasn't moaning during this. No, it would be closer to screaming, and Rarity was faring no better. Both of them were being rocked by the force of Sunset's thrusts, her cock demanding satisfaction from being not allowed to cum yet.

Sunset decided to join the girls and lied down on Applejack's back, her cock still pounding away at AJ's A-hole.

Sunset was grunting and gasping from all the exertion, thinking, 'This would actually be quite the workout for my hips, thighs and butt...'

As she looked down to see Applejack turn her head to look at her, Sunset gave her a quick kiss before giving her a few extra long, extra hard and, as much as she could, extra deep thrusts. Rarity was quite content to have those two give her all her pleasure while she lied there, her woman being bounced on her cock through the sodomizing another woman gave her....

'Oh drat', Rarity thought, the imagery before her giving her energy, enough to start bucking into Applejack herself.

Now Sunset could really appreciate the feeling of her cock being stroked by Rarity through their mutual cock lover. Sunset could feel her aggression towards them being filtered down into her thrusts, her frustration powering her hips, but it wasn't enough. She wanted more.

'I am right now stuffing the asshole of the girl who broke my ribs, what more vengeance could I want?!', Sunset's annoyance at herself through these thoughts prevented her from orgasming as quick as she was expecting, and before long, Rarity's orgasm had arrived.

Deep in Applejack's womb, Rarity's penis ejaculated, filling the cavern with her potent sperm.

“Ah..AH..ah..ahhh...”, Rarity moaned into Applejack's ear, “I'm cumming inside you, my love...you're mine...and I'm yours....”.

Applejack couldn't resist such a sentence from the girl she loved, so with only a few more thrusts from Sunset and a few more pumps of sperm from Rarity, Applejack came.

Sunset could feel orgasm too, and wanting to end the night on a three way simultaneous orgasm, was about to get her last thrusts in before cumming until...Applejack's ass held her in place. While Applejack was in the throes of orgasm with Rarity, her asshole had tensed and caught Sunset's cock in place.

Unable to move, Sunset looked at the two lovers cum together and though she was happy for them, she really wanted to cum. Not only that, but a tinge of envy came over her from watching their closeness.

With a deep sigh, Sunset removed her cock when Applejack's ass would allow it and decided to give herself a magical clean for her face and body.

Applejack of course felt the exit of such a large intruder in her ass, but could barely make out a, “S-sorry...Sunny...”.

Rarity looked somewhat uncomfortable, removing the patch as she was too tired to power it again, as she placed it next to her and apologized herself,

“I'm sorry Sunset, we just got caught up in the moment. Next time, you can be where Applejack is”. Her cock faded away in a few moments, but the sperm she ejaculated remained.

Sunset's heart jumped at the notion of another night like this, especially one where Applejack would have one of those members, but her sexual frustration continued....until she noticed the discarded patch.

Throughout her training, Sunset had always had an inquisitive mind, it was in the very nature of being a Student of Celestia's. She was also a powerful Highborn, destined to achieve new levels of progress in the field of magical research. So, she would often do things that would be seen as unusual, irrelevant or even unsafe by others.

This was one of those times.

Sunset took the patch from the bed and got off of it. She brought it close to her eye and examined it, paying special attention to the runes on the back that faced the skin.

In moments, she had reached the conclusion that what she was about to do probably wouldn't have long term effects. She placed the patch just above her bellybutton and sent a magical charge through it and the patch worked it's magic.

The feeling was just like last time, building a new temporary organ inside, taking nutrients and vitamins and such from her to make sperm, and a nub that soon grew to another erect cock, exactly the same as the one below it not an inch away. Sunset was proud of herself, glad to know she hadn't lost her touch for experimental biological reorganization. But more than that was the feeling of power.

Right now, she was mad to fuck both of the two tired, defenceless women in the room. She still had plenty of energy, and she was going to get what she wanted, their compliance was irrelevant. Armed with two large cocks, she had the tools to get her revenge in a safe way.

Looking at the two on the bed, unaware of the development made only a few feet from them, Sunset crept up behind them and looked at the two beautiful vaginas simply begging to be fucked. Sunset, without a word, lined herself up to the two girls before her.

Ready to penetrate, Sunset had one last epiphany, the last part she needed to get over her frustration. This time, she remembered willingly and what she wanted. She remembered the six of them, all lined up and looking at her as she was being mentally violated.

The faces of those girls, those self-righteous bitches. The prissy Highborn, the ridiculous Earthen....they were before her right now, defenceless.

Letting herself go, Sunset spoke from the darkest part of her heart.

“I bet you never thought I'd be here, did you? You two, good friends who just rolled into my life and beat the crap outta me”

Applejack and Rarity weren't surprised by Sunset's presence behind them, both expecting her to alleviate herself in one of them, but her words were both surprising and soothing.

'Let it out, Sunset, we trust you', Applejack thought, letting Sunset do what she would with their bodies to finally settle the score and free Sunset of her demon.

“Well, here I am, and you gullible chumps got yourself all tuckered out. Well, maybe I show you two what happens to people who cross me!!”.

With that shout, Sunset shoved her cocks into both Applejack and Rarity's pussies, earning a surprised gasp from both when they realised the other was also penetrated.

“Sunset, what have you done?”, Rarity asked, worried her friend had acted rashly with the patches, but couldn't get into a good position to see as Applejack and she herself were being fucked by Sunset.

Sunset didn't see Applejack, the charming country gal or Rarity, the generous fashionista. All she saw was those two bounty hunters who ambushed her and nearly killed her.

'Well, who's in control now?!', Sunset's thoughts were wild with the pleasure of fucking them, her hips slamming over and over again into them, with no regard for their own pleasure, just her own.

Rarity and Applejack could only hold hands as they were dominated by Sunset, their power drained and bodies being used for her own pleasure. Gripping Applejack's hips for extra leverage, Sunset enchanted the cocks with her own magic, causing them to vibrate violently. Sunset was getting off just as much from looking at her cocks raping them as actually doing it.

'F-finally', Sunset thought, her orgasm approached, and without a word of warning, she came in both of them, her cocks throbbing and pulsing as sperm flooded their channels.

Rarity's cum in Applejack mixed with Sunset's, and Rarity herself was enjoying the warmth of her womb filled with sperm. They both cried out in pleasure and pain at the assault their flowers were taking.

“Ugh, yeah, get fucking pregnant, you sluts. You bitches think you're so strong, yet here you are with my cum smeared all over your insides. It's way more than you both deserve.”

Sunset's words were spoken with such hatred and anger, anyone watching wouldn't be blamed for thinking she actually was raping and impregnating them.

Despite her cumming, Sunset kept thrusting into both of them, feeling genuinely better, but her mind kept racing, 'More, I need more!'.

Without notice or care, Sunset removed herself from Rarity and Applejack and said to them, “Lie down sideways, back to back....”

Applejack and Rarity were slowly getting up, but Sunset was quite impatient.

“NOW!!”, she yelled, her horn genuinely lighting up as a show of dominance.

Scurrying into the positions demanded, they sat ass to ass, back to back, with the back of Rarity's head on Applejack's back.

“Good, you're learning who is in charge here. Now pull your ass-cheeks apart”, Sunset said with a harsh tone.

Rarity and Applejack both knew what was coming, and Rarity feared for herself. She was all for this to get Sunset to express herself, but her asshole needed to be lubricated somewhat before taking a cock of that size in.

Luckily, it seemed that even in Sunset's expressive state, she realised this and licked Rarity's asshole rapidly, clearly trying to be as lubricating as fast as possible. Rarity held in a moan, worried it might inspire Sunset to go in too soon.

Sunset kissed, licked and suckled the cute butt-hole, wiggling her tongue inside and giving it a few deep kisses before being satisfied that it was lubricated. However, Sunset's hands had been busy, as when she stood back up, the two cocks, previously one above the other, were now next to each other.

Once again, this fact was unknown by Rarity and Applejack, who waited for Sunset to either lie down behind them, or get one of them to suck her exposed cock while the other got anally fucked.

Sunset looked at the assholes before her, re-adjusted them slightly and lined herself up. The memory of them beating her down, the indignation, the frustration of being so easily defeated, made her feel a lot less guilty when she shoved her cocks into both of them, full force.

Like last time, her cocks didn't fit all the way in, only reaching about halfway before that pressure was too much to overcome. Applejack and Rarity used one hand to cling to the bed and another to hold their partner’s hand. Sunset's brutish humping and sodomizing was causing them to orgasm endlessly, both drunk on the feeling of being defeated and raped.

Sunset had a plan.

“Tell me, who is more powerful, you or me?”, Sunset demanded to know , which got a response from Applejack.

“Y-you are, Ah can't beat you”.

“Even with that Rainbow Power?”, Sunset directed her voice to Rarity.

“Yes, nothing we had could overcome you, you beat us and now you are punishing us, claiming us for your own...to be at best carriers for your seed”, Rarity moaned out, her ass constantly spamming to try and repel the invader.

Those words fanned the flames in Sunset's heart,

'Yes, no one is better than me, I cannot be defeated by anyone! Even...'

Sunset's thoughts were cut-off by her own actions as she felt Rarity's ass start to give way. She was getting deeper.

She had to prove it, that she was able to do anything, so she will start by hilting her dick in the assholes of Applejack and Rarity. With more concentrated thrusts, Sunset got as far as she could into both until she was stopped, but would then put in enough force to get just another inch.

It worked. Again and again Sunset plowed into them, their cries even turning to ask for help.

'How pathetic', Sunset loved to see them act like this, to see the mighty fall before her.

Before long, Sunset achieved her goal and found herself hilt deep in both of them. Perfect timing also, as Sunset could feel her next orgasm approaching.

Enjoying the long deep thrusts into the tight orifices, Sunset finally got her 2nd ejaculation, coating both Applejack and Rarity's assholes with gooey white life. What was extra special to all involved was the feeling of it being pushed out by more cum, the sperm being so much that by the time Sunset decided to pull out and stare at their red, abused ass', they were leaking cum. Sunset panted, tired from both the exertion physically and emotionally.

'One...one last ride', Sunset thought and steeled herself.

She felt so much better, so much of the anger towards her new friends was gone, but to get rid of it, she needed one more thing. Complete subjugation.

Using her magic to lift and position them, Sunset lied Applejack on the bed with only her head hanging off, and on top of her she placed Rarity, also on her back with her head hanging off Applejack's shoulder. Sunset's was tired, and that display of levitation wasn't easy, but she had to strive forward.

Both Applejack and Rarity looked to only just be on the edge of consciousness, but both looked at Sunset when she walked up to them.

No one said a word, but Sunset's cocks were perfectly placed in front of both their mouths, so all they had to do was do it without her telling them too. Rarity was the first to open her maw, but Sunset waited. It only meant something if she conquered them both.

Applejack felt she had waited long enough and opened her mouth too.

For a few moments, Sunset just looked at these two lovers, these two powerhouses opening up their mouths to take her cock. She appreciated their compliance, but it was to be expected. Feeling she had made her point, Sunset put one hand on the back of each head and put her cock head into their mouths.

Satisfied with that, Sunset immediately thrusted herself into their throats.

“HRRKK”, and, “GLLGH”, were the closest things that could be considered words by them at this point, their throats stuffed full of dick from the woman who said she would kill them. Sunset remembered the faces, the words they said when the saved her.

'Rarity, you offered friendship and I fucked your throat. Applejack, when you said I was happy, that we'd share it? Well I'm about to share this happiness all over your mouth’, Sunset’s thoughts of power and domination were mixed with her love and admiration of them.

If it wasn't for the spasming of their hands and their occasional unintelligible garbled moans and grunts, Sunset would say they had passed out. Her hands shoving their heads onto her swollen cock, her driving her cock deeper and deeper into both of them, again and again. Sunset bent over and lied somewhat on Applejack and Rarity, never letting up her throat fucking.

The make-up Rarity was wearing was smearing all over her face, her saliva and the rough treatment making it go everywhere. It took longer than Sunset thought to climax, but eventually, the feeling in her stomach came back again.

To put the full stop on the evening, Sunset yelled out,

"Here's the main course! Enjoy your meal”.

Applejack's stomach was already feeling full from Rarity's earlier treat, but Sunset didn't offer much in the way of choice as her cum forcefully went into their bellies and coated their insides. Rarity kept sucking and swallowing Sunset's length, losing herself in her role.

Sunset had the strangest look on her face, like one of stupid bliss. She came as hard as she could before getting an idea. Stopping her flow of cum, she pulled herself out, lifted the two girls up, drew back the quilts, put them in deep and got in herself, throwing the cover onto them.

Both faces still right next to each other, she mounted their faces and finished cumming into the back of their mouths, cum filling them and causing their cheeks to bulge out. Before losing consciousness, Sunset buried her cocks into Rarity and Applejack's throats, thinking,

'I love you both so much'.

Rarity and Applejack were too battered and sore from the events of the night and the orgasms to actually move enough to get the cocks out of them. Rarity, with the last of her strength, cast a spell to allow their lungs to function automatically for a while before passing out.

Applejack, the last one awake, closed her eyes and enjoyed suckling Sunset's cock for a while, getting every drop of cum out, before drifting off to sleep.

Sunset awoke to the sound of birds chirping. She felt so comfortable in a bed after having slept on her napsack for the last few days, she didn't want to get up. But remembering the events of last night, Sunset's heart dropped and she shot up to see Rarity sitting next to her, still undressed and looking away from her. Sunset needed to know what Rarity thought of her...actions.... last night.

'Is she mad? Did I go too far.....did it work?', her mind was ablaze with questions about them and herself. Sunset wasn't going to wait around for the answers, so she asked Rarity straight out.

“Good morning Rarity. How-how was last night?”, Sunset asked with a low tone, her hesitation clear in her voice.

Rarity turned to Sunset and put down a small mirror, her face looking as pristine as ever.

“Good morning, Sunset, I am just finishing putting on my face, so sorry I missed you getting up. Last night was one of the greatest nights of my life! It felt so...real, as if it were worth more than just the passion it sated, but the love it kindled and the spirit it invigorates!”

Sunset gave a quick chuckle to Rarity's words.

“Are you always this poetic the morning after?”, Sunset asked, sighing contentedly with the knowledge that at least Applejack and Rarity enjoyed the night.

“Why wouldn't I be? I feel spry and fulfilled, though fairly sore in the hindquarters thanks to a certain someone”, Rarity said and winked at Sunset.

Sunset was unsure of what to say, so she giggled and smiled.

“But darling”, Rarity asked, placing her hand on Sunset's, “Are you alright? Did last night help you with your problem at all?”.

Sunset didn't know, so she decided to check.

She leaned in and gave Rarity a soft kiss on the lips, sucking on them only slightly before pulling away. Rarity and Sunset looked at each other both waiting for Sunset. Sunset closed her eyes and let her emotions speak.

“My wrath, my hatred towards you and the others...”, tears crawled out of the corners of Sunset's eyes, “...Is finally gone”.

Rarity beamed with happiness and grabbed Sunset in a hug.

“Oooh, I'm so happy for you! I bet you can't wait to tell Applejack”, Rarity said this while gesturing towards the door.

Slightly confused, Sunset answered,

“Yeah, I feel like I can finally start being me again. I felt like I had to walk on eggshells these last two months, like somehow if I was too much myself that I would be back to being unhappy. That who I was as a person was a person people would hate if they really saw me...so that’s how I saw myself. But now, I honestly think I can show you guys the real Sunset Shimmer....and myself....I haven't been this way since...”

Rarity couldn't hold back from answering Sunset, “...since Celestia blocked your Empathy?”.

Sunset responded with a solemn, “Yeah”.

The pair sat in silence for a few moments before a knock came from the door. Rarity started, remembering what she had forgotten and asked ,

“Oh! Yes, of course. Sunset, could you lie on the bed please?”.

Sunset complied, asking, “Sure, what's going on?”.

“Well, you're little experiment got me thinking on those patches this morning when I woke up with one still in my mouth and your other one in my girlfriend's”. Sunset awkwardly chuckled and Rarity continued.

“I thought, 'If you can have two at the same time, what else can we do with them?', so I had a most inspired idea”, Rarity was giddy by the time she was finished talking.

Rarity's horn lit up and four magically conjured chains caught each of Sunset's limbs, spreading her out on the bed. Sunset accidentally broke two thinking it was an attack before realising it was Rarity, and profusely apologized for it.

“No matter, dearie, I’d be nervous too if I knew what was behind that door”, Rarity assured her, fixing the chains in place.

Sunset's interest piqued. 'It is probably Applejack....maybe she'll be using the two patches like I did last night!', Sunset's thought reflexively caused her legs to attempt to shut close, though the chains held true to their purpose as Rarity finished strengthening them.

“Are you ready, Sunset?”, Rarity asked, her eyes shining bright with expectation.

Sunset was slightly hesitant to do so, but gave a nod, so Rarity went to the door and opened it.

As expected, there stood Applejack, wearing the patches...but that wasn't the reason why Sunset's jaw was hanging open and she was contemplating teleporting herself out of this dangerous situation. No, it was the fact that one patch had been placed over the other, resulting in Applejack sporting a cock of truly monstrous proportions.

Even Sunset's and Rarity's dicks weren't that big. It was a few inches longer, but much thicker, with powerful veins bulging out the sides. It fitted Applejack’s gargantuan thighs, strangely though. Sunset didn't realise she was drooling, and when Applejack started walking towards her, Sunset started nearly hyperventilating in excitement.

Once Applejack was within grabbing distance, she said to Rarity, with a tone that demanded respect and authority while also being calm and charming,

“You can do away with the restraints now, Rarity. If she REALLY wanted to get away they wouldn't stop her, but from here, I can hold her down mahself.”

The confidence with which Applejack spoke enticed both Rarity and Sunset. Rarity climbed on top of Sunset, her bare ass floating above her head so Sunset could see Applejack's monster cock, yet just before Applejack was about to penetrate, Rarity said,

“Sunset, dearest, you have made happy ladies of Applejack and I. So, we are going to be returning the favour. Have a nice breakfast”.

And the last thing Sunset saw for the next two hours was Rarity's beautiful pussy and tantalizing asshole descending on her face. Sunset could only lie there and be a pleasurable seat for Rarity and wait for Applejack to penetrate.

Applejack leaned her hips back as far as they would go, which only barely allowed space for the colossal cock to position itself, before showing the two Highborn how hard a Earthen like her can thrust.

<><><><><><><><><>

Miles away, Rainbow thought she heard Sunset's voice on the wind, like a scream. Deciding to investigate, she flew in the direction the scream came from, eventually finding a small house.

Author's Note

Important terminology.
Earthen = Earth Ponies, Seraph = Pegasus and Highborn = Unicorn.

Thanks to Sundown for the inspiration for the story and all the content he creates. If you like the cover art or any of the themes in this fanfiction, I advise you to check out any and all content created by Sundown!
I am in no way affiliated with him, just a fan.

Thank you for reading this story and I hope you enjoy it!

Links to Sundown :
Cover Art: http://sunnyq.deviantart.com/art/Heartbreakers-n-lifetakers-582201593

SunnyQ: http://sunnyq.deviantart.com/
DEVIANTART

SunnySundown: http://sunnysundown.tumblr.com/
The main tumblr with all art, asks, reblogs and such

http://recklessquarian.tumblr.com/
A tumblr of his with only his art, both NSFW AND SFW

http://anduune.tumblr.com/
A tumblr for only his SFW art.