A Little Bit Sketchy.

“It's not what it looks like!” Rarity spun around, clasping one arm over her breasts, and the other over the juncture of her legs in a vain attempt to hide herself from Pinkie Pie's gaze. Rarity imagined Applejack was doing something similar, even if the pale young designer couldn't bring herself to look back and check.

Pinkie, meanwhile, remained entirely unphased by the sight of two of her best friends in such a state of undress and embarrassment. “Oh really?”

“I assure you, Pinkie, there is a perfectly rational explanation for all of this.” Rarity nodded, and wished she'd thought to leave a robe or a sheet or … something laying around with which to cover herself. “An explanation I shall be happy to share … once you tell us why are you in my house.”

“Oh, that's easy!” Pinkie Pie smiled. “Applejack invited me over!”

“She what?” Rarity spun around to glare at Applejack.

“Alright, I did!” Applejack blurted. “But that was back at school, before I knew you'd be doin' your naked picture thing!”

“It's called figure drawing.” Rarity said.

“I knew it!” Pinkie Pie said, cheery. “It's exactly what it looked like! That's so neat!”

Applejack and Rarity both blinked. “Well,” Rarity mused, and slowly took her hands away from covering herself. “I'm … glad you feel that way, Pinkie. But this was meant to be a … private endeavor, you understand?”

“Of course it's private! That's why you're down here, right?” Pinkie Pie said.

“Er, yes. We weren't expecting, ah … visitors,” said Rarity.

“Well, good thing it was me who came by, instead of some random person off the street!” Pinkie Pie said.

“Huh.” Applejack scratched at the back of her neck. “She's kinda got a point.”

“Yes. Well.” Rarity pulled in a deep breath. “I think we'd better--”

“Do me!” Pinkie Pie bounced with enthusiasm.

“Excuse me?” Rarity sputtered.

“Do me! Do me! Do me!” Pinkie Pie started shucking her clothing with near superhuman speed.

Rarity gaped. “Pinkie, that's not--”

“Ta-daaa!” Pinkie Pie flung off her last sock, and then posed cheerfully, unabashedly for Rarity and Applejack's eyes. Pinkie's sweet-heavy diet had given her a figure politely described as 'Rubenesque.' Though to be fair, any extra weight Pinkie might have put on was very, very well placed.

“What n' the heck do ya think you're doin'?” Applejack said.

“I wanna be in a naked lady picture too! Why should you guys have all the fun?”

Rarity blinked. “I … was not expecting this turn of events.”

“You should have!” Pinkie Pie said. “I just wish you'd told me earlier! I mean, sometimes I wish I didn't have to wear clothes at all! Which I guess would be really bad for your business, Rarity. But if everyone started running around all nakedy maybe you could just take up a career as a portrait artist, instead!” Pinkie Pie zipped over to Rarity's sketchbook, and leafed through the various drawings of Applejack. “I mean all of these are really, really good!” She snapped the book shut, and then pressed it into Rarity's arms, along with a couple of drawing pens. “So will you do me? Huh? Will you? Pleeeeeeease?” Pinkie Pie's big blue eyes began to water.

“But--” Rarity tried.

“Ooooh, you wanna draw my butt? Thanks Rarity!” Pinkie Pie bounced over to the couch, and then bent herself over the side, presenting her posterior for Rarity's inspection. “We all gotta start somewhere, right?”

“Oh … oh all right.” Rarity succumbed to the inevitable. “But just this once, and we shall never speak of it again.”

“Kay!” Pinkie Pie wiggled her rump again, and looked over her shoulder at Rarity.

“I'll, uh. I'll just leave you two to your drawin'.” Applejack stood and reached for her flannel shirt, draped over a nearby chair.

“Stay?” Rarity asked, looking up at Applejack's … eyes. “Please? Not that Pinkie's not wonderful company, but … well … the more the merrier, right?” Not to mention, Rarity realized, she could do with the moral support and company.

“Uh.” Applejack scratched at the back of her neck. “I guess I could stick around, if you wanted me to.”

“Thank you, darling.” Rarity favored Applejack with a relieved smile, and got to work.

Applejack, in the meanwhile, was content to hover over Rarity's shoulder, watching her pen trace its way across the page. Rarity had to draw faster, this time, as Pinkie Pie was prone to switching poses at a moment's notice. Each sudden movement tended to put a little extra bounce in her anatomy, which Rarity did her best not to stare at.

“Like this? Or this? Or how about this? Or maybe I should stand on one foot like this? Lookit me, I'm a flamingo! They're pink too! What do flamingos eat, anyway? Too bad Twilight's not here. She would know! And then you could draw her butt too! You should draw everyone's butt, Rarity!”

Rarity rolled her eyes. “Perhaps.” She said. “But for now, I'm content with just you and Applejack.”

“Ooooh! I know! You should do both of us at the same time!” Pinkie Pie said.

“You really need to come up with a better way of sayin' that, Pinkie.” Applejack grumbled.

“I suppose I could draw the both of you at the same time … “ Rarity looked up at Applejack. “That is, if you're amenable?”

“Pleeeeeeeeease?” Pinkie Pie said. “It'll be fun, I promise!”

“Aw, fine.” Applejack said. “Might as well, since we've all been prancin' 'round nekkid for who knows how long now.” She sat down on the designated posing-couch once again.

“Well, don't worry, Applejack. This'll be the last one I draw tonight.” Rarity said.

“Better make it count, then!” Pinkie Pie neatly sat herself down in Applejack's lap. Soft, bakery-fueled flesh touched against warm, work-honed muscle. A gasp died in Applejack's throat at the sudden, unexpected sensations.

“Er.” Rarity said. “Pinkie, I'm not sure if Applejack's quite comfortable--”

“Oh! Sorry! Lemme find a better way to sit!” Pinkie Pie twisted about in Applejack's lap, each little grind and wiggle doing little to calm the blushing farmgirl. She glanced coyly over her shoulder at Applejack. “You don't mind, do you?”

“Uh.” Applejack murmured. “No?” She said.

“Okay, good!” Pinkie Pie leaned back a little. “'cause naked time is great, and cuddle time is great, and that means naked cuddle time is double great! Too bad Rarity's got to draw the picture, or else I'd invite her over, too!”

“W-what?” Rarity sputtered.

“I said, I'd invite you over to the naked pile too!” Pinkie Pie said with an alarming sense of casualness.

“Thank you?” Rarity murmured, for lack of anything better to say.

“You're welcome! Now go on and do the picture!” Pinkie Pie sprawled out on the couch, arms and legs all splayed in different directions. She wound up with her head resting on Applejack's lap, while the farmpony looked down at her with a blushy, puzzled expression.

Rarity felt another pang of unexpected jealousy, followed closely by one of entirely expected guilt. It was entirely improper of her to wonder what it'd be like to lay in Pinkie's place, or to perhaps take up her friend's invitation to work herself between Pinkie's soft body and Applejack's toned one. But that would be entirely improper.

Rarity grit her teeth, and set to her sketchbook with renewed vigor. She abstracted her friends' bodies into shapes, and those shapes into simple lines. One would have to be particularly deviant to fantasize about a line, after all. (Rarity didn't think such a thing impossible, since she knew what the internet was). Even if the line happened to be the little crease where the inside of Pinkie's thigh met the rest of her hip, and even if that particular line was right next to her shamelessly displayed--

Rarity didn't let herself wonder about the hows and whys of Pinkie's grooming routines, even if it looked like she'd been exceptionally thorough.

Rarity shook her head, and pressed on. Soon, her friends took shape upon the page. Even though Rarity had stuck with a black drawing pen for the both of them, the contrast between Pinkie's languid softness and Applejack's taut muscles made for quite a compelling picture, Rarity had to admit. “There.” Rarity said, and applied a few extra curly-cue lines to Pinkie's frankly impossible poof of frizzy hair. “Done.”

“Oooooh, lemme see!” Pinkie Pie bounced out of Applejack's lap, seemingly materializing behind Rarity without crossing the space between. The eager party-girl leaned forward, which had the inadvertent effect of pushing her pillowy breasts against Rarity's bare shoulderblades.

Rarity clenched her pen tighter.

“Oh, wow Rarity! You're really good at this!”

“Why, er, thank you.” Rarity said, keeping her eyes fixed on the page. “To be honest, I've never really practiced live drawing before. Much less with multiple subjects. I'm mostly just working by feel-- er I mean, I'm improvising.”

“Improvising is the best kind of -vising!” Pinkie Pie declared. “It's a lot more fun than supervising!”

“Whatever you say, Pinkie.” Applejack said. She leaned over to reach for her discarded clothes-- only to have Pinkie Pie suddenly zip across the room and snatch Applejack's plain panties from her grip. “Hey!” Applejack sputtered. “What gives!”

“It's not time to get dressed yet, silly!” Pinkie Pie said, tossing the ball of cotton across the room. “We're not done!”

“The heck we ain't. Rarity said that's the last drawing.”

“Indeed.” Rarity said. “My fingers are beginning to tire, I fear.”

Pinkie beamed. “She just said it was her last drawing! And now I want a turn! It's only fair that Rarity gets to be in a naked lady picture too!”

“The proper term is nude portrait, Pinkie.” Rarity said.

“Don't you want a nude portrait lady picture?” Pinkie Pie bounced (if a bit distractingly) across the room, acquiring a blank notebook along the way. “Posing was just so much fun, I wanna make sure you don't get left out!”

“Have you ever drawn a nak- a nude portrait before, Pinkie?”

“Nope! But there's only one way to practice, right?”

“She's kinda got a point there.” Applejack said with a wry grin. “'sides, ain't like she's gonna shut up 'til we give in.”

“She's right!” Pinkie Pie said.

“Oh … oh fine.” Rarity said. As she stood, she was suddenly reminded of her own nudity. The pen and paper offered her some degree of modesty, of legitimacy … but now that she was the subject rather than the artist, she was fully on 'display,' as it were. She primly crossed to the posing couch, and with a demure “excuse me,” sat herself down at the far end from Applejack. Rarity crossed her legs and set her hands upon one knee in the sort of tasteful pose that she remembered from her art history books.

Pinkie Pie held up her thumb and closed one eye, peering at Rarity. “Nope!” she said.

“Nope?” Rarity blinked.

“That pose is no good! It's not fun!”

“Fun?” Rarity echoed. “I don't see what makes a simple pose 'fun' or not.”

“Here, lemme fix it!” Pinkie Pie zipped over, and then, with a surprising strength, neatly grabbed Rarity below the armpits. Before the purple-haired girl could so much as squeak in dismay, she found herself deposited into an equally surprised Applejack's lap.

“W-what are you doin', Pinkie?” Applejack said.

“I wanna draw the both of you, duh! Easier this way. Now, let's see … oooh, I know! Don't be shy! Just put your hand here--” Pinkie draped Rarity's arm over the back of Applejack's neck. “And you put your hand here--” Pinkie put one of Applejack's hands at the curve of Rarity's spine. “And don't forget to look at each other!” Pinkie pulled Applejack and Rarity's chins to the right angle, making sure the two were looking into each others eyes from a very, very short distance. “Perfect! Now hold that pose!” She giggled, and flitted back to the sketchpad.

“Uh. Hi.” Applejack said.

“Hello.” Rarity replied, as prim as she could manage. It was a difficult task, surrounded as she was by Applejack's too-warm, too-strong, too-distracting body. Applejack's big green eyes met hers, wide, surprised, but also more than a little interested.

Under their own accord, Rarity's fingers brushed the cowgirl's long braid aside and began to stroke gently at the back of her neck. Applejack began to breathe deeper, but the corner of her lips turned up in a smile. In reply, Applejack's hand slid a few inches lower, and calloused fingers squeezed gently into Rarity's soft rump. Rarity sucked in a breath, and let it out as a quiet squeal.

“Oh. Uh. Sorry.” Applejack's cheeks turned a familiar red. “I didn't mean to.”

“It's alright.” Rarity said, and chanced a look over her shoulder at Pinkie Pie. Her friend scribbled intently, madly at the page, seemingly ignoring Rarity and Applejack. Rarity wondered briefly where Pinkie had gotten the crayons, but soon decided she had better things to worry about. Slowly, Rarity turned her attention back to her (very warm, very muscled, very comfortable) friend. Her heart beat faster.

“Applejack.” She whispered. “I'd like to apologize.”

“For what?”

“This.” Rarity said, and kissed her.

It was an awkward, fumbling embrace, and all the better for it. Somewhere at the back of her mind, Rarity listed off the reasons it was wrong-- to take advantage of her friend this way, to do it in front of another of her best friends, and to move from the very pose she'd been instructed to hold … but she didn't care. Applejack's wet, yielding lips were all the encouragement she needed. Greedy, Rarity brought her free hand up to squeeze one of Applejack's lovely breasts. It was almost a relief to feel the soft flesh beneath her hands after having looked at it for so long. Applejack touched her back, strong hands kneading at Rarity's buttocks. Each rough pass of Applejack's hands sent a thrill through Rarity's body, an electric pulse that circuited from head to toe. Rarity shifted in Applejack's lap, and found herself straddling a solid thigh. “Oooh.” Rarity looked downwards, and then back up at Applejack before she gave her hips a slow, languid roll, savoring the feel of her most sensitive spot dragging over Applejack's skin with a delicious, shudder-inducing friction.

“What're you--” Applejack said.

“Shh.” Rarity moaned softly, and put a finger to Applejack's lips. In turn, Applejack gently nipped at Rarity's fingertip, which made her moan a little louder.

“Pinkie's right there.” Applejack murmured around Rarity's finger.

“Which is why we need to be quiet, or else she'll notice.”

“Notice what?” Pinkie Pie blurted. She peered over the top of her drawing pad, and then said “Oooooooh. Neat!”

Rarity and Applejack froze.

“I can explain.” Rarity said. “Again.”

“Looks pretty simple to me!” Pinkie Pie said, cheery. “All this naked cuddly stuff's made you guys horny, hasn't it?”

“Pinkie!” Applejack said, aghast.

“'cause it's totally making me horny!”

“Pinkie.” Applejack said, aghaster.

“I … I think that's enough posing for now.” Rarity got back to her feet and started looking around for her clothes.

“Aw, c'mon Rarity!” Pinkie Pie said. “It's Friday! We can stay up late!”

“No, no, this is getting well out of hand--”

“Which is why it's fun!” Pinkie Pie grinned. “Besides, we can either all get dressed and go home, and then we'll all take off our clothes again and masturbate while thinking about this, ooooooor we can just stay here and skip the steps in the middle!”

Applejack's jaw moved, but she found herself unable to voice her shock. Her flushed red cheeks made up for the lack of speech.

“And if we stay here, we can help each other out!” Pinkie Pie tossed her sketchbook away and leaned back in her chair. She spread her thick thighs, and then ran her hands over her own body with a little shiver. “Unless you'd rather watch?”

Rarity bit at her lip. Again, she looked at Pinkie's nude form, but this time without the pretense of a pen in her hand. “We can't.” She finally said, and wrenched her eyes away.

“Why not?” Pinkie tilted her head to the side, innocent. At least, as innocent as a naked young woman proposing a threesome to some of her best friends could be. “I mean, I know naked time isn't always a sexy thing, but it certainly helps, y'know? And you guys are just so hot. What's wrong with having a little fun while we're together?”

“I--” Rarity looked back at Pinkie Pie, and followed the path of her friend's hand to run down between her legs. She bit her lip, and then looked back at Applejack. “What do you think, Applejack?”

“Me?” Applejack blinked. “I've never really … “

“Nor have I.” Rarity said.

“Me neither!” Pinkie Pie said, cheery. “But I can't think of a better way to start!” She paused, and then held a finger up to her chin, thoughtful. “Or. Wait. I can, but this is great too!”

“Can't believe we're even talkin' 'bout this.” Applejack said.

“Betcha didn't believe Rarity wanted you to take all your clothes off, either!” Pinkie Pie said.

“Believe me, Applejack, I had no idea things would go in this … ah, direction.” Rarity gently took Applejack's hand in hers. She curled her fingers between Applejack's rougher ones, and looked up at the gorgeous woman before her. “You … you don't mind, do you?”

“Aw hell.” Applejack said, and kissed her. It was a slower, gentler kiss than before, if only slightly less awkward.

“Woo!” Pinkie Pie applauded in the background. “Getcha some!”

Applejack took her hand out of Rarity's to make an obscene gesture in Pinkie's direction, and then returned her attention to the pale-skinned seamstress. Rarity felt lips upon her neck, and obligingly tilted her head to the side, brushing her long hair out of Applejack's way. She closed her eyes; it wasn't like she had to look at Applejack anymore, having memorized every detail of her nigh-amazonian body.

Applejack moved her way lower, kissing over Rarity's collarbone, over the top of her breast, and finally coming to kiss gently at her maddeningly-stiff nipple. “Oh. Yes.” Rarity said, and laced her fingers in Applejack's hair as an electric jolt coursed through her body. Rarity arced her back, all the better to present her chest to Applejack's eager exploration. To have such a wet, wonderful feeling on both her nipples at the same time was frankly overwhelming--

--but not overwhelming enough Rarity couldn't realize something. Applejack only had the one mouth, after all, which meant--

“Pinkie!?” Rarity's eyes snapped open.

“Hmmmm?” Pinkie looked up from where she suckled playfully on Rarity's nipple. She pulled away with a wet 'pop!' and beamed. “Just helping!” she said, as casual as if she'd offered to carry Rarity's books to class.

“I-- oh!” Rarity squeaked in delighted dismay as Applejack pulled away from her chest as well, and seized Rarity by the hips. She neatly deposited Rarity on her back, and then eased her legs open with a blushy but sly smile. “Applejack, what're you--”

“Reckon you know already.” The cowgirl turned her head to kiss gently at the inside of Rarity's knee, nearly melting her right there. There was more-- deliciously, overwhelmingly more, as Applejack leaned down between Rarity's legs to deliver a lengthy wet kiss to Rarity's even wetter pussy. Rarity writhed in pleasure, and draped one slim leg over Applejack's firm shoulders.

Rarity turned her head-- only to see Pinkie Pie … or at least a certain part of her. The other girl had pulled her chair much, much closer to the couch, and sat with her thighs apart. As Rarity laid back, her eyes were at the perfect level to watch Pinkie Pie shamelessly play with herself. It was only fitting, given the rapt attention with which Pinkie watched her own friends in turn. Rarity opened her mouth to say something (even if she didn't know what), but soon trailed off into a needy moan as Applejack's tongue touched on just the right spot. Rarity's whole body tensed for a short eternity, and then blissful, blessed relief washed over her as she came. She bucked her hips in her eager climax, but Applejack held her firmly in place. Rarity flopped bonelessly upon the couch and stared up at the ceiling.

“Oh.” She murmured. “My.”

“Damn girl, ya nearly broke my jaw there!” Applejack said with a laugh.

“All those naked lady portrait drawings must've gotten her really worked up!” Pinkie Pie still toyed with her pussy, as casual as if she were merely scratching an itch. Which, in a matter of speaking, she was.

“You two.” Rarity forced herself to a sitting position. “Are terrible.” She leaned in to kiss Applejack's cheek anyway. “Now come here. I'd be a poor host if I didn't pay you back.”She reached up to take one of Applejack's frankly amazing breasts into her hand, and squeezed gently.

“Don't forget about me!” Pinkie's naked pouncing nearly collapsed the couch.

The three devolved into lusty, playful laughter-- and soon lost themselves in each other. Hands and lips roamed-- gentle and exploring at first, but each pass of an eager hand only stoked the proverbial fires harder and harder. Curious hands and lips sought out what made the others squirm the hardest, and then put those newfound discoveries to good use. The intoxicating smell of sweat and sex soon filled Rarity's basement studio as the trio delighted in each others' bodies until they finally collapsed against one another, exhausted.

“Aaaaaaaaah.” Pinkie Pie slumped face-down on the couch with her broad butt sticking straight up in the air. She shivered one last time as she felt wetness drip down the inside of her thigh. “That hit the spot.” She murmured, and immediately launched into an exhausted snore.

“Finally.” Applejack said, and rubbed at her sore wrist.

“She is insatiable, isn't she?” Rarity dabbed some stickiness from the corner of her mouth as demurely as she could manage, given the circumstances. She leaned affectionately against Applejack's side, her own lusts long since quenched. Rarity let her eyes drift shut, ever close to giving in to exhaustion, until--

“Applejack.” Rarity sat up. “Be a dear and hand me that pen and paper, won't you?”

“What?” Applejack blinked in confusion, but reached over to take up the forgotten art supplies anyway. “Thought you said you were done drawin'?”

“I was. But this is the only chance I've got to see Pinkie actually holding still.”

And once again, Rarity got to work.