Contains: In-heat fillies looking at pornography (m/f, f/f/f), filly-on-filly-on-filly threesome with strapon dildos (vaginal and anal sex) to the point of exhaustion, fillies kissing/making out, artificial insemination (with fake semen; anal, vaginal) via machine and dildo, multiple orgasms with extensive female ejaculations, and the aftermath of the sexy-times, including another walking in on it after the fact.

~ ~ ~

Looking up from the small instruction sheet that came in the bag from the sex-shop, Apple Bloom saw both Sweetie Belle and Scootaloo on their backs holding a harness in both forehooves, a dildo in their mouths as they tried to screw it into the small receiving nub on the pelvic cup. "Well, accordin' to th' instructions, it should jus' screw right in..." she said, looking over it again, studying the diagram and looking over to her own.

Two loud snaps sounding from Scootaloo's direction made Apple Bloom and Sweetie's head snap over to her with ears perked, looking to see what had made it. On Scoot's chest was the, now broken, harness, both of its thin straps broken in the middle and seemingly rendering it completely useless. She looked back to the staring fillies with a quiet huff and pout, brushing the broken harness off of her chest like so much garbage as she rolled back over. "Stupid thing..." she mumbled, now glaring at it as though it had broken itself just to spite her, before looking back to Apple Bloom, "Sorry I broke your thing..."

"Ah well, it's 'k Scootaloo. 'at's jus' one less harness." Apple Bloom said calmly, noting she'd have to get it repaired or return it to the sex shop later. She'd seen a number of other toys there that now looked rather enticing now that she'd gotten a taste of what pleasure even a simple model of dildo could offer. She could only imagine what the more complex, enchanted models could offer! "Anyhoo," she continued, holding up her own strap-on dildo securely fastened to her harness, "mahn's done."

"Mine too," replied Sweetie a moment later, holding her own orange-cocked harness. Scootaloo simply huffed again, one with more than a hint of sexual need behind it.

"Alright, now that they're ready, what do we do with them?" Scootaloo asked, then glancing over to the magazine that had answered all of their questions before, "Well, we can always see what other ponies do..."

All three fillies gathered around the dirty magazine once more and as Scoots opened it to another page of mare-on-mare action, they skipped a few more of those with only fleeting glances before coming to what they were looking for. There was an under-view shot of an orange-coated Earth-pony stallion mounted on the lime-green Pegasus mare of earlier pages, her tail flagged to the side for him and his cock buried deep within her, the camera capturing every detail of his large dick between her estrus-swollen, soaked lips. On the other page was a front view showing the mare and stallions' satisfied expressions, and finally was a rear shot showing under the stallion's own flagged tail, showing off his large, swollen balls and protruding perineum as he was hilted inside the mare's pussy. Finally, there was a shot that showed the stallion's penis hanging semi-flared and coated in his semen and the mare's own cum, and in the background her pussy drooling the same concoction out.

"Right, y'all wanna try that?" Apple Bloom asked, pointing to the stallion and mare, "Ah think these here dildo harnesses work much th' same as penises, at least these'uns from what th' sex-shop mare said."

"Well, if we were to do that position, one of us would be left out," Sweetie said, then turning the page again, "let's see if there's something better for three ponies in here first, then we'll see if we need to take turns with...that..."

Sweetie was cut off by what she saw, with the others also silent in reaction as they turned the page. On the next page was a trio of three of the mares from before lined up, with the charcoal-grey Earth-pony mare leaning down on the floor and receiving a nice pounding, her ass raised high in the air to be filled by a huge strap-on worn by the white-coated unicorn, who was thrusting the huge hunk of latex deep into her. She, in turn, was sandwiched in the middle and receiving her own rutting in kind from the third mare behind them, the lime-green Pegasus mare of the previous page sitting on a table of some sort, her wings flared out behind her in her arousal and a dildo stuck to the desk, with her impaling herself on it. There was a close up of all three mares' faces, the one with her flank hiked up having her eyes closed and tongue hanging out, while the other two held similarly pleased expressions.

Scootaloo's wings sprung up in arousal and all three fillies felt that distinct tingling of need from before, seeing a way all three of them would be sated together and eager to try it out. " Great! Let's do this one so we can all be um...pleased...instead." Scootaloo said, all three feeling their lower bellies burning hotly, as strong now as it was before they'd had even their first orgasm.

"Yeah, that looks perfect!"

"Yeah, we could...try that I guess."

"Ah, 'at reminds me, Ah need t' set up th' pump thingy." Apple Bloom said, grabbing the other manual and heading to the 'fridge to get the false semen. Meanwhile, Sweetie studied her harness, squirming this way and that before finding out it slipped over her pelvis quite easily, her giving a quiet whimper and shift of the hips as it fully covered her swollen vulva and rubbed against it. Scootaloo simply glared at her own broken harness with a pout.

Apple Bloom then poured the chilled artificial semen into the magically-powered pump's container and attached the tubes to the bases of each of the two dildos before positioning the activation pad near herself on the desk. "Scootaloo, you should be in the front given ya don't have a harness, an' Sweetie can be in the middle." Apple Bloom instructed after she secured her own harness onto herself with some trouble, then started to lube it up.

"Why are you putting that stuff on there? We're all pretty soaked and 'lubed' already!" Scootaloo asked as she read the label of what Apple Bloom was heavily pouring and rubbing on the toy.

"Well accordin' to the instructions you should use this 'lubrication' with any sex, an' Ah'd rather be safe th'n end up hurtin' Sweetie here. Maybe Sweetie should do th' same so ya don't get hurt?" Apple Bloom asked, holding the bottle out to Sweetie.

"Nooooo thanks...I think I'm fine." Scoots said, her fluids trailing in sticky streams down her legs, "I'm plenty wet enough. It'd just be a waste."

"Alright then, so, let's get set up."

The trio indeed 'set up', positioning themselves like the mares in the magazine; Scootaloo was leaning down on the floor, her rump and tail flagged high in the air, soon to be filled by what she so desperately needed. Sweetie was leaning over Scootaloo, the strap-on primed for entry into her vagina while she herself was between Scoots and Apple Bloom, the latter of whom was sitting on the desk they had for Crusade planning and holding Sweetie's barrel in her forearms for support. Scootaloo's wings were already erected behind her in anticipation, her clit winking to the imitation cock behind her, welcoming it to fill her.

"Right, let's do this already! I need this! All you've gotta do is move your hips forward Sweetie, just like earlier with that toy." Scootaloo said eagerly, wiggling her hips in anticipation of the filling she was soon to get.

"Are we sure about this gals? I mean..." Sweetie started to ask, only to end it with a quiet squeak as Apple Bloom initialized with a sharp thrust into Sweetie, not even looking down as she thrust against her ass until she quickly found a giving hole. The sudden entry earned a yelp from Sweetie as the larger-than-hers yellow dildo somewhat-painfully slammed inside of her at once, making her ass jiggle from the impact. Apple Bloom quickly realized that it was rather hard to enter the tight hole she'd pressed into, but pushed on none-the-less, eager to pleasure her friend....and not realizing that penetrating a very-ready pussy wasn't supposed to be this hard.

As Sweetie realized that the thick cock filling her felt too high up to possibly be inside of her marehood, with some rather intense stretching mixing with pain as it slid deeper, her previous thoughts and doubts were pushed out of mind by the weird, slightly-painful slightly-pleasant sensation. She'd forgotten her pussy was indeed covered by the harness cup, leaving only one hole available, with the dildo half-way into her rectum soon, spreading it wide for its first time. Apple Bloom, obliviously, had taken Sweetie's anal virginity.

That rough initial thrust, in turn, forced Sweetie's hips forward and very deep into Scootaloo's eager pussy, with that eager hole quickly swallowing all it was given, earning a very satisfied moan from Scootaloo as so much was slammed into her at once, her own butt rippling as so much silicone was forced into her desperate pussy and spreading her just as wide and going just as deep as before.

"MMM, YES! M-MORE!" Sweetie cried out, with the other thought she was having, the thought of Apple Bloom pulling out and correcting her aim, completely banished from her mind by the feeling of Apple Bloom buried within her, even if it was the wrong hole. The fullness was what her body craved and it was blasphemous to even be empty for one second longer.

As Apple Bloom felt the cup grind against her pussy inside of the pelvic cup with the next thrust, she moaned in turn and softly bit Sweetie's crest to cope with the sensation, Sweetie quietly yelping when she did at the strong tingle it sent down her spine. Apple Bloom started a slow pattern of making more and more of the thick toy slide into her friend's asshole slowly over time, stopping when she'd squeeze down then continuing, with Sweetie thankful for the lube Apple Bloom had applied before 'just in case it was needed'. As it turned out, it was indeed quite needed.

As Sweetie started to feel more and more satisfyingly full instead of painfully spread and as pleasure overweighed the pain of her ass's initial stretching, Sweetie found she rather liked it, noticing that while having the dildo up her butt was undoubtedly different than having it between her legs and deep in her marehood, it still felt good. Moaning in encouragement as she pulled her hips back, in turn pulling the dildo from her orange pegasus friend and earning a needing whimper from her, Sweetie welcomed the dildo fully into her ass until the plastic harness pressed to her flank.

"P-please f-fuuuck me more!" Sweetie suddenly exclaimed as she finally remembered what Rarity had screamed last autumn before her own very pleasured sounds had rang out of her bedroom, Sweetie's profanity seeming almost appropriate for the lewd act they were performing.

"Ya got it! I'll f-fuck you good!" Apple Bloom responded, pulling out then slamming the silicone length right back into her asshole again, hilting her again and earning a pleasured, deep moan from her. In reaction Sweetie thrust her own hips forward and buried her extension into Scootaloo's waiting pussy, earning quite a shudder from the pegasus in the process. Apple Bloom followed Sweetie's thrust with one of her own by pulling out and sinking the cock into her friend's ass once more, earning a loud moan from her as her tight asshole then clenched on it and held it inside of her for a moment.

As she felt that pressure of before building to almost unbearable with each squeeze she made on the cock buried inside her, Scootaloo finally felt it burst with a flood of her fluids and a pleasured whinny, her orgasm being brought in intensely as she squeezed and winked on the toy, her body trying to squeeze the stallion's essence into her womb...though there was no orgasm to encourage from the lifeless silicone.

After a number of seconds more, with Apple Bloom still pat-pat-patting into Sweetie's asshole, Sweetie herself tensed up and cried out even as Scoots still squeezed on the dildo and kept Sweetie trapped and unable to move. Sweetie's marehood was winking constantly inside the cup and stimulating her more as she clenched down on the dildo and trapped it inside her ass, her pussy-juice leaking down from the sides of the harness and then down her legs. As she came, the burning in her belly reducing just a bit as she felt a much-different-feeling kind of orgasm than before, though it was no less intense.

As she saw, heard, felt and indeed smelled her friends cumming within seconds of each other, Apple Bloom felt her own desperate need to 'orgasm' unsated, the burning deep inside of her as of yet unquelled as her friends got their own sweet relief. She started to thrust again as Sweetie came off her high and loosened up again, with it still being a tight fit as always but much easier now that she'd opened up more. She rocked in a pattern which made Sweetie slam back to receive the cock in her ass as she pulled back from Scoots, then thrust forward into her friend's pussy to pull it out again; Apple Bloom thrusting into her friend and Sweetie, in turn, thrusting into Scootaloo again. Scootaloo gave another wordless 'aah' as was overtaken by the 'totally full' sensation as Sweetie once more hilted her and she came again, another healthy stream of her filly-fluids leaking from her and into the virtual puddle of combined filly-honey pooling on the floor as she milked the toy for what it wasn't time for yet.

As Apple Bloom felt her own finish finally approach some number of minutes of fucking her friend's ponut later, with Scootaloo and Sweetie having cum twice more each, she started slamming into the blissed-out Sweetie Belle, her friend's face blank and red with a sex-blush as she was suspended in a realm of pure ecstasy from being bred non-stop like this, happy tears streaming down her face at the pure relief she was feeling as she came again and again to her friend. Scootaloo was holding much of the same expression, complete with the same pleasure-spawned tears streaming down her own face, more often than not in orgasmic bliss as her insides clamped down on the stallionhood replica spreading her so perfectly, squeezing and squeezing it as her cilt winked and her fluids gushed out around it, keeping it trapped inside of her as she fruitlessly milked it.

As though on the instinct of a stallion trying to breed his fertile mare, the scent of their combined heat pheromones as always thick and rich in the air and her own pleasure making her mind fuzzy, Apple Bloom felt herself so close to her own climax; so close she could feel her inner muscles grasping on themselves in a pattern, her clit winking desperately and spasmodically. Finally, as she hilted Sweetie again and she heard a pleased squeal from her, feeling her hips shifting back on her in obvious orgasm and leaving her trapped inside her friend's tight rectum once more, that final rub of her winking clit against the cup combined with those shrill pleasured sounds from Sweetie finally set her over.

Apple Bloom spasmed and shuddered and whinnied as she came herself finally...and hard. Grasping onto Sweetie's barrel for dear life as she tried to grind herself into the cup more on reflex, more firmly biting Sweetie's crest and unknowingly intensifying the unicorn's orgasmic pleasure in the process, Apple Bloom was awash in a raging torrent of pure, intense orgasmic pleasure as her whole lower body contorted with each contraction. Apple Bloom arched her hips forward in pleasure as she squirted in the cup, it leaking out and all over the table, squeezing her friend's barrel tighter to cope.

"M-more. I NEED MORE!" Sweetie squeaked out.

Apple Bloom was only too happy to oblige. She climbed off of the desk and properly mounted Sweetie now, with her mounting Scootaloo in turn with the loss of balance, Apple Bloom having to stand on her tippy-hooves in order to thrust into Sweetie's butt again. With this new position feeling much more natural to the three, they started to move their hips again as the front two mares spread their legs more, moaning deeply as the dildos went ever further into them than before. The two underneath, With Scootaloo still with only her ass in the air, felt Sweetie going deep inside of her, some pain mixing with her intense pleasure as she felt the flare of the pseudo-cock deep inside of her, something that set her breeding instincts alight.

The trio kept moving in tandem like that for time immeasurable, all three panting as their bodies rocked, before Scootaloo suddenly cried out in bliss as Sweetie once more hilted her. The orange dildo was deep inside as it had been each time she was fully entered, but this one was all she could take; the feeling of a stallionhood spreading her so wide and finally set her over. All three heard a pleasured cry from Scoots followed by the wet leaking of a waterfall of fluids pouring from her and onto the floor as Scootaloo came, her pussy holding the dildo inside of herself tightly as she milked it for all it was worth, her extensive filly-honey leaking down her legs as she experienced the mind-blowing sensation of her most intense orgasm ever while being filled so fully once more.

Sweetie responded not thirty seconds later as Apple Bloom pressed through that thin strip of flesh separating her anus from her vagina with each thrust, the lower tip of the dildo digging wonderfully into her G-spot through it with each, the cup of the toy constantly grinding into her winking clit as well, overstimulating the filly even more. Sweetie cried out in sheer bliss as she convulsed in another extremely intense orgasm, not even able to breathe as her anal muscles squeezed and milked for all they could, trying to bring the stallion hilted in her to climax...even if such wouldn't happen no matter how much she squeezed.

The three fillies kept thrusting and cumming to each other for another what felt like an eternity, the two taking a cock cumming frequently, almost constantly awash in orgasm. Apple Bloom herself even managed to eek out another orgasm of her own as she ground into the harness cup and strap with each thrust, her friends already on their sixth each or possibly even more. The floor and desk were absolutely drenched with their fluids, almost as though the intense storm of outside had leaked in; the fluids were much too thick and white-tinted to be rainwater and smelled much too much like satisfied fillies for that to be so, however.

Finally as Apple Bloom slammed back into Sweetie again and she came her fifth time, not even really moving much anymore as her body was exhausted entirely now, Scootaloo came as well as Sweetie was forced to hilt her again and the flared cockhead pressed into her deepest depths, this numbering her ninth climax. Scootaloo nearly collapsed in her utter exhaustion, her ass now in the air as Sweetie was still as deep inside of her as possible as she milked it once more for the stallion's seed that just wouldn't come.

"P-PUT THE S-STUFF IN ME! P-PLEASE!" Scoots cried out, her belly feeling so hungry now after so many orgasms lacking that which her body so craved. She needed to be filled up.

Having a moment of clarity as Scoots reminded her, Apple Bloom looked over to the pressure-activated switch attached to the pump with the 'semen' in it that had fallen next to her back hoof, lifted it, and stepped down on the button, hearing the whirring of machinery as she activated it and held herself hilted inside Sweetie Belle. She noticed the tubes between them and the machine going white, watching it running along the tubes until it reached their dildos.

"A-Ah hope this m-makes ya-y'all f-feel better..."

Scootaloo's eyes went wide as she felt that cold, thick, utterly satisfying sensation of fluid pumping into her at long last as she milked the cock, her head and back arching as that sensation sent her into another whinnying tenth orgasm as she came harder than ever before, her body trying to milk the now-cumming stallionhood of all it could and bring it deep into her womb. "Y-YESsss~!" Scootaloo cried out as she was being filled up as she came, then felt as a soft sensation landed on her mouth; something that sent an intense tingle down her spine to join the orgasm already starting as she tasted sweet apples and smelled the scent of her friend.

As she forced her eyes open, Scoots was met with a vision full of Apple Bloom's yellow fur. She felt that distinct sensation of the tongue she'd earlier felt in her pussy licking at her lips now, Scootaloo figuring out that Apple Bloom was kissing her...and licking inside her mouth now instead. Rather enjoying the sensation, she pushed back into her lips with gusto and opened her mouth more, giving a very pleased moan as she did.

Scoots cried out happily into Apple Bloom's muzzle as she felt a kind of satisfaction that she'd never felt before, being filled and filled and filled with that fake cum, it leaving an instinctively-right-feeling fullness and stretching in her lower belly. It left her drooling on the floor as the kiss ended suddenly, her small wings at full wingspan and twitching slightly as each pump made her felt so utterly happy inside, as though her heat had been replaced by pure joy; as though this was exactly what she'd needed all along.

Sweetie, at the same time, felt the same thick, cold fluid going up her butt, making her squirm at the weird sensation. It wasn't at all unpleasant though and was making her own heat cool down, as though the cold fluid leeched the heat from her pussy somehow, with her giving a series of high-pitched whines in that, even if faint, relief.

"A-Ahhh~..." Sweetie exhaled, taking pump after pump up her butt, eagerly awaiting the next.

Finally the three fillies, all completely exhausted and ranging from somewhat to extremely relieved of their heat, all three collapsed into a heap on the soaked floor, a tangled mess of hooves, the fake penises that had slipped out of their respective holes, fake stallion and real mare cum, matted hair and sweat-soaked, sex-sore bodies.

Scootaloo's pussy was leaking the excess of the pseudo-cum she'd taken in gladly, her whole belly feeling cool relief as that pleasantly-heavy sensation in her womb eased her heat; her body was fooled into thinking she'd taken in a stallion's seed and gotten pregnant, with that feeling of fullness from such a thick substance inside of her stopping the burning for a time. Scootaloo rolled over on her back, wanting to keep all of that thick gooey fluid deep inside herself; it felt utterly right on a very deep level to do so.

Sweetie, meanwhile, was leaking a torrent of cool pseudo-cum from her ass, her body expelling the unneeded fluid and leaking it down into the virtual lake of fluids they all lay in, all ponies panting and trying to gain some semblance of thought after that mind-blowing experience. "W-whoa..." Sweetie mumbled, her butt feeling sore from it being her first time and just how rough Apple Bloom had been with her, but with her heat sated for the moment by her intense orgasms as it was, she couldn't say she'd have wanted it any differently. Though next time, she'd definitely want to be mated and filled in her marehood instead, where it belonged.

Scootaloo simply panted and rubbed her belly for a while as she recovered, a gentle smile on her face as she felt that soft bulge in her lower belly, thoughts of foals coming to her mind. She knew she wouldn't get pregnant by this, however; that this fluid filling her pussy and womb and sating her was simply a mix of saline and thickeners, no sperm involved. She knew that her heat would likely return once she didn't actually become pregnant by it, and that thought of her womb remaining void of foal left her somewhat disappointed on an instinctive level as she thought about it. She figured it was just her hormones though, her instincts driving her to want a foal even if she was nowhere near ready for the responsibility or maturity of having a child; indeed still a child herself.

Apple Bloom was sated for now by her own two orgasms if not as much as her two friends were; as she'd not been penetrated nor filled by the heat-quelling fluids, she was sure she'd be 'needing' sooner than her two friends, hopefully with her getting a turn at being 'filled' this time...but for now her belly had a pleasant tingle instead of a burn or itch, leaving her contentedly smiling alongside her friends. "Well, 'at was....certainly somethin' different, but totally great." Then something came to mind again. "A-Anyone see a cutie-mark?" she asked eagerly, with Scootaloo and Sweetie then looking to her rump.

"Well, there's a lot of fake semen and...our fluids, but no Cutie-mark..." Scootaloo reported sadly, seeing Apple Bloom droop slightly, "What about me?"

The other two then looked to her flank, and found no mark. "Nope, an' looks like Sweetie still has no 'mark either." Apple Bloom reported, seeing them both slump slightly and the three sharing a combined sigh. "Ah well, we'll jus' have t' try somethin' different later t' get our marks."

All three fillies then shared a yawn as they cuddled closer to each other, sated for then and knowing they'd have to do this more, likely when they woke up. "So...what are we gonna do 'bout this? Ah mean, does this make us more'n friends somehow? I kinda feel closer to ya gals af'er...that..." Apple Bloom admitted, with the other two nodding in agreement.

"Yeah, I feel the same way, but..." Scootaloo said, interrupted by another yawn as her eyes lidded tiredly, "...but I'm too tired to think about why anymore. Mmm, and my belly feels so good now that I wanna take a nap. How about we talk in the morning after we've slept and...cleaned up?"

The other two nodded again, cuddling closer so they were all embracing, laying on each other and huddled together in a sticky pile, in a puddle of their own emissions and that of the machine. "Right, great...night gals..." Scoots muttered, and within seconds all three were asleep, exhausted by their very active day, a pleasant glow in their bellies and a smile upon each of their faces.

~

Applejack came into the clubhouse after she heard the commotion settling down as the trio apparently went to sleep, having heard their obvious cries of orgasm and sounds of pleasure throughout even from the rather distant farm house. As she saw them all bundled up with matted fur and smelling strongly of their heat, sweat, and sex, she knew she'd have to discuss what this really was and what they'd really done with the fillies later.

Seeing the three color-coded sex toys and empty cum pump, as well as the red-swirled, sticky puddles of dried mare-cum on the walls and floors mixed with fake semen, the bottle of sex lube, empty bottles of fake cum strewn around the clubhouse, and finally the dildo harnesses still on Apple Bloom and Sweetie, complete with dildos, it was quite obvious exactly what had happened.

Applejack knew that they were likely still quite confused about sex, heats, and these kinds of relationships in general; even if Scootaloo seemed to know the mechanics of sex and breeding, she knew they were only running on their instincts to get relief otherwise. Every mare was the same way with their first heat after all; she knew she was.

With a smile, Applejack then covered the three sleeping fillies-turned-young-mares with a blanket, silently closing the door as she left the room. "Night, mah all-grown-up mares..." she whispered to her little sister and her possibly-more-than-friends, turning and closing the door behind her.

Author's Note

...and it's done! Thank you all for reading, and thanks once again to Anonymous for commissioning this from me.

If you'd like me to write for you as well, please check my blog post on commissioning me for how to do so.

Until next time, I'll see you all in the comments section, my previous stories, or my next story. Au revoir et à bientôt!!