Rainbow's wings beat rapidly as she scanned the town below, her excited demeanor a stark contrast to the low-key evening spent at Fluttershy's the night before. It was barely noon.

She flew over a shop before immediately doubling back, noticing Fluttershy walking out. "Fluttershy! Hey! Flutters!" Rainbow dashed down and landed in front of her.

Fluttershy blinked in surprise. "Oh! Is something wrong, Rainbow?"

From behind Rainbow, Spike walked up, carrying a few groceries and other things from nearby shops. "Hey, you two!"

Rainbow replied only to Fluttershy. "No! Oh, man, no. It's totally sweet. But—we should go higher. Up! Up we go!" Rainbow took off as fast as she had landed. She hovered twenty feet up, out of hearing range of the grounded ponies and dragons below, waiting for Fluttershy.

Fluttershy politely waved at Spike before soaring upwards and matching Rainbow's height. She arched an eyebrow, smiling. "Is this my sort of 'sweet,' or yours?"

"W-ell… mine. But kind of yours too! Maybe! Sort of!" Rainbow started to soar towards Twilight's castle.

Fluttershy pushed herself to keep pace with Rainbow. Rainbow continued. "I stopped by a few minutes ago, and they are a mess. It's awesome."

"They? Who? Is someone visiting Twilight?" Fluttershy asked.

"Pinkie. She never left," Rainbow replied. Fluttershy was taken aback. "See, apparently Pinkie was the first to really help Twilight 'explore her new body' over there, and so she was like 'Hey, you should return the favor!' and Twilight couldn't pass it up. And then I guess Pinkie just ducked back over to tell the other Fluttershy that she was spending the night in a 'wink wink nudge nudge' way, and then as soon as she came back, bam! Pony sex time."

Fluttershy thought for a moment. "Um… all night?"

"I mean, they stopped when Spike came home, but now that he's away again..." Rainbow nodded in the direction of Spike's retreating form. "Point is, Twilight needs a break."

Fluttershy nodded knowingly. "And that's where we come in?"

"Yeah! I thought it'd be fun." Rainbow paused. "Do you? I mean, are you too worn out from all your adventures yesterday?"

"Oh, no, I'm okay. It does sound fun." She smiled. "I love to help our Pinkie have fun, so I'm sure I'd love to help this Pinkie have fun." Rainbow grinned. Twilight's open bedroom window was just ahead.

They soared through and found the picture of turmoil. The sheets were falling off the bed, sections of the floor were slick, and two ponies with various patches of matted fur lay on the floor in the middle of the room. Twilight was on her side, eyes closed, breathing heavily. Pinkie's head moved in between her legs.

Twilight opened an eye to see the two new arrivals. "Backup! Excellent! I—haaahh! Relieve me, quick!" She laughed.

Pinkie looked up. Her muzzle was slick. "Hey, you two! Why didn't anyone ever tell me pony sex was so awesome!? Look at this! It's so stretchy!" She inserted a hoof inside Twilight's folds. "It doesn't even make sense!"

"AapphhaAAAhhh! Get her off of me! I can't take much more!" Twilight laughed harder.

"You poor thing," Rainbow said, grinning. She flew down to Twilight and dragged her away from a pouting Pinkie. "Alright, break time for you. We got this." Twilight lay limp, an exhausted smile on her face.

Fluttershy landed next to Pinkie and knelt down beside her. "Um… hello again." She smiled gently. "I know I'm not your Fluttershy, but—"

"C'mere!" Pinkie pulled Fluttershy on top of her and hugged her tightly. "Well, you're just as soft as she is! Hee!" They both giggled.

Rainbow trotted over. "I know I shouldn't be surprised, since I've seen our Pinkie do stuff like this, but like… seriously? How much do you have in you?"

Pinkie looked up at Rainbow, upside-down. "Eh, I'm just spending the next week's worth. Crammin' it all into this day!"

"Thaaaat's not how that works." Rainbow said. "...I'm pretty sure that's not how that works."

"Muzzles are just so cool! It really lets you get in there! And with everyone—No, right, everypony covered in fur all the time, it's like this big pile of fuzzy the whole time and oh my goodness I'm so jealous! It's like this all the time for you guys!"

Rainbow walked around to the other side of Pinkie. "Yeah, but… boobs."

"Ohh, yeah. True dat." Pinkie nodded wistfully.

Rainbow lay down on her front hooves behind the pair, Fluttershy's slit just above Pinkie's. "But no, you're totally right. I did miss a few things as a human... " She shot her muzzle into Pinkie's vagina, parting the folds enough for her to shoot her tongue deep inside. After one sweep, she pulled out as quickly as she entered.

A short, hot breath burst from Pinkie's mouth and washed over Fluttershy's face. "Ooohhhh…" Pinkie cooed. Fluttershy bit her lip.

Rainbow glanced at Fluttershy's sex as it began to moisten. She looked at the space between the two ponies' slits thoughtfully. "Let's try something…" She pressed her hoof in between their stomachs, parting both their labias, her leg growing slicker on both sides. She pulled back and repeated the motion.

"Ohhh…" Fluttershy moaned. She pulled out of Pinkie's grip just a touch and arched her back, pressing her sex down towards Rainbow's leg. Pinkie was giggling softly, eyes closed, her entire bottom lip tucked in between her teeth. She did her best to angle her lower body up a bit, mirroring Fluttershy.

"Well, I'm having fun at this end," Rainbow said. "You two having fun up there?"

Pinkie opened her eyes and looked into Fluttershy's, and then looked to her mouth. "Speaking of soft..."

Fluttershy slowly moved her head downwards and met Pinkie's lips with her own. "Mmmm…" She pressed her tongue in, focused on the sensation of Rainbow's stroking leg. Pinkie's front legs, still loosely wrapped around Fluttershy, pulled her head in for a deeper kiss.

Twilight, well and truly spent, simply lay on her stomach and watched the the two ponies make out and begin to writhe softly. She made a mental note of the positioning, observing Rainbow's hoof sliding in and out and teasing two ponies at once.

"Yo, Pinkie!" Rainbow called. Pinkie's ear perked up. "This is definitely not fast enough for any Pinkie I know, so tell you what: I'll dedicate this hoof to you and you alone if you flip this arrangement."

Fluttershy's eyes widened as Pinkie rolled over and flipped the two of them, Fluttershy now on the bottom, their lips never breaking contact. Pinkie emitted a muffled giggle.

"Nice. Alright…" Rainbow lifted Pinkie's flank an inch and pressed in with her hoof, a squishy sliding sound emanating. Inserting and retracting, the movement growing faster, Pinkie's flank began to thrust gently back towards Rainbow.

"Mmmm… MMMmmm…" Pinkie struggled to stay locked to Fluttershy, but ultimately broke off. "Keep going, Dashie, for the love of pony! AaAAhhh!" Fluttershy stared into her euphoric expression, the saliva between their mouths falling onto Fluttershy's cheek.

Rainbow wrapped her other hoof around Fluttershy's thigh and pulled herself closer. Keeping the pace of her hoof steady, she pressed into Fluttershy's sex and began licking softly, going to all the familiar corners, tasting the familiar taste. Fluttershy moaned sharply. "Ohh, Rainbow, yes..."

"Well! Look at the workhorse," Twilight said from the corner. "We've got our own Applejack over here!" Rainbow peeked above Fluttershy's thigh and cocked a playful eyebrow at Twilight, never breaking tongue contact.

Pinkie struggled to keep her flank down to within Rainbow's reach even as she gyrated towards Rainbow's hoof, her breath washing over Fluttershy's face. Fluttershy's tongue hung out lightly before she reached up and pulled Pinkie's face down towards her, locking lips tightly with no intention of letting go. They moaned in sync, and Fluttershy's hair began to get tangled in between them.

Twilight stood up weakly and sauntered over. She lay down next to Fluttershy's head and brushed her hair out of the way with her hoof, leaving it to splay over the floor. Fluttershy took a moment to open her eyes and give Twilight a grateful look. Twilight shrugged. "I imagine choking on your own hair would ruin the mood."

Pinkie began to move her flank back faster and faster, pulling away from Fluttershy's lips for just a moment. "Oooohhh, I'm almost there! Keep going!" Fluttershy's moans gave much the same indication.

Rainbow thrusted harder, giving Pinkie all the rough energy she knew her own Pinkie loved. Pinkie began to quiver and broke away from Fluttershy for good, crying out into the air, tongue lolling. "AhhhHHAAAAAAHHHH!"

Flecks of Pinkie's spittle fell onto Twilight's face from her wide-open mouth. "Appf!" Twilight exclaimed, then snickered. Fluttershy's eyes, almost glassy, looked between the two of them, her mouth hanging open.

Rainbow pulled her hoof out of Pinkie with a loud schlick before wrapping it around Fluttershy's other thigh. She focused her efforts, her tongue's movements becoming more deliberate.

Fluttershy's hooves fell to her chest for a moment, curled up. After a moment, her eyes still flicking between Pinkie and Twilight, she stretched her leg up and curled around the back of Twilight's neck, pulling her in and kissing her deeply as well. "Mmpph! Mmmmpph…" Twilight vocalized in surprise.

A few moments later, Fluttershy came with an immense ripple from her flank to her mouth, as if her energy went straight into Twilight. "Hmmmmnn…" Fluttershy moaned in satisfaction.

Fluttershy and Pinkie both went limp, with Pinkie rolling off to the side. Twilight wiped her mouth off. "Well! Nice work, Rainbow, I'd say."

Rainbow stood up and stretched. "Eh, s'what I do." Her hoof made soft squishing noises as she walked on the hard crystal floor.

Fluttershy regained focus and looked at Twilight once again. "Oh, um, I hope that was alright. I got, um, caught up in, um…" Twilight laughed and nodded.

"Ha!" Rainbow said. "You're talking to Twilight, here. Getting caught up in it is her whole thing, when she's not totally worn out." Pinkie giggled as Rainbow continued. "You should have seen her in the human world. She was out of control. Probably some weird human hormones."

Fluttershy laughed. "It's true. It was like a spell was broken when she was finished."

They both chuckled and stared at nothing, thinking. Then they both blinked. "Wait, what?" they said simultaneously.

"You and Twilight…?" Fluttershy trailed off as she stood up. "You told me a little of what you did, but when did you have time to…?"

"During lunch. Sunset really wanted to be the first to show me how that body, uh, worked."

"Oh, yes, Sunset! I haven't met her properly yet." Fluttershy smiled brightly. "Is she nice? She seems nice."

"Yeah, I liked her! Cool. Adventurous."

"I guess she must be adventurous, if you did it right there in the school. Good thing the other Twilight and I didn't search for you too hard."

Twilight spoke up. "Oh, right, you were with—" Her eyes widened. "Wait—You had sex with the other Twilight!?" She paused. "See, that makes a lot more sense. I thought you were talking about me, and here I was thinking, 'Well, I had sex with a human Fluttershy a while back, and I guess I never thought to make sure which one it was…'"

Pinkie bounced in the air and clapped her hooves, giggling. "Oooooh, my Twilight's branching out! Kind of, sort of. Was the other Flutter there?"

Fluttershy nodded. "We were the two people she trusted the most."

Rainbow boggled. "Wait—Are you saying you had sex with the other Twilight and yourself!?"

Fluttershy cocked her head, looking at Rainbow with innocent curiosity. "Well, you have sex with me all the time…"

"Wh—" Rainbow made no more sounds, staring at her incredulously.

Fluttershy cracked and began to giggle. "It felt more natural than it sounds. You should go see the other Rainbow! I think you would enjoy it too."

"I, uh. I may have burned that bridge. That sexy, sexy bridge."

"Oh, right. Well… I suppose I'll just have to take you along some time and show you what two Fluttershys are like."

Rainbow blinked, thinking. "...Ooh."

"Eeee! So many Fluttershys," Pinkie said. "Okay, but that's later. Pony stuff now! Any other cool pony-only stuff before I head back?"

Rainbow walked over to Twilight. She was laying on her stomach. "Well, I assume she's already shown you the wonders of this little thing," Rainbow said, flicking Twilight's horn lightly.

Pinkie gasped loudly and froze for a moment, mouth open, focused on Twilight's horn. Rainbow raised her eyebrows. "I guess that's a no." She looked at Twilight.

"Huh. Yeah, I guess I never got around to that." Twilight paused, then sighed. "Now I've left it too late. I definitely don't have the energy for something like that."

Rainbow flew over to Twilight's bed, snatched a pillow up, and flew back to Twilight. She used her back hoof to flip Twilight over onto her back, eliciting a yelp, and then stuffed the pillow underneath her head, propping it up. "Do you have the energy to lie there like a ragdoll?" Rainbow said. Twilight snorted.

Pinkie bounded over. "Neat! Do you, like, feel stuff with it?"

"She totally does. And she loves it," Rainbow answered for Twilight. "Hop on! She looks pretty comfy."

With a leap, Pinkie stood over Twilight, four pink legs flanking her. Pinkie checked her angle by looking between her front legs and slowly lowered her flank down until she made contact; the horn slid into her with ease. Her eyes widened, and Twilight's breath quickened.

"Ooohhh, it feels bigger than it looks! Ooohh…" Pinkie moved up and down, Twilight's horn sliding in and out. She let it penetrate her a little deeper each time until her flank was touching Twilight's hair. "Eeee! This is… haaah…"

Fluttershy and Rainbow stood together, watching. They said nothing; Fluttershy bit her lip before moving her head to Rainbow's ear and nibbling gently, her eyes firmly planted on the point of entry. Rainbow had a soft grin on her face and pressed into Fluttershy, feeling her body heat. She extended a wing and wrapped it around Fluttershy.

Twilight's eyes were closed as she lay there unmoving. Pinkie's warm folds slid further and further down her horn, leaving a slick residue. As her hair grew more matted, she let out a small moan and finally began to move; her hoof shifted from the floor and made its way between her legs. She began to masturbate gently, her hind legs spreading.

"Ooh, there she goes," Rainbow said. She gave Fluttershy a quick kiss before tucking her wing back in and breaking away, Fluttershy following. "Hold on, egghead. You're in ragdoll mode, and I still need to get mine."

Rainbow used her hoof to pick up one of Twilight's hind legs before swinging her lower body into position. Twilight removed her own hoof as Rainbow pressed her sex against Twilight's and began to grind slowly. "Nn, yeah…" Rainbow looked up and made eye contact with Pinkie, inches from her face. "Sup," she said, grinning. Pinkie smiled back, open-mouthed, breathing heavily.

Twilight went back to laying limp and allowed herself to be used by her friends. She opened her eyes briefly, mostly seeing a pink rear taking up the top of her view. She closed her eyes again, soaking in the sensations. She enjoyed surrendering control, contrary to her usual nature.

Fluttershy stood on her hind legs behind Rainbow and supported herself on Rainbow's shoulders. Her mouth went to Rainbow's ear, nibbling once more, then down to her neck, kissing deeply. "Aww, yeah…" Rainbow let her head fall back and to the side, giving Fluttershy more access to her neck.

Pinkie moved with more vigor. Her flank began to slap against Twilight's forehead, creating a rhythmic smacking sound that rang out into the room and bounced off the crystal walls. Her front legs bent as she crouched down slightly and thrust herself onto Twilight's horn. "Yes! Yes! Nnnghh, yes! Mmmhhahh!"

Rainbow continued to slide her slit against Twilight's, attempting with every heave to get closer. Both labias were slick with the others' juices. "Mnn, you feel so good, Twilight…" Rainbow breathed and looked down at Twilight's still form. Rainbow's motions picked up right alongside Pinkie's, and Twilight began to get shifted around by the frantic thrusts coming from the both of them. Sharp, pleasured moans were the only indication of activity from her.

Fluttershy applied more weight on Rainbow's back, allowing her to apply more pressure. Rainbow's head shifted towards her, and Fluttershy met her mouth, kissing her passionately. She grinded softly against Rainbow as Rainbow grinded into Twilight in turn.

Pinkie watched Fluttershy and Rainbow make out with a smile. "She's pretty great, isn't she?"

Rainbow broke away for just a moment. "Yeah, she is."

Fluttershy blushed and looked away, smiling. Rainbow's lips returned, and she closed her eyes, her blush fading as quickly as it appeared. "Mmm…" She continued to press her body against Rainbow's.

The slapping of Pinkie's flank grew louder. "I'm almost—nngh!" She drove her flank down particularly hard against Twilight's head, and Twilight let out a small gasp. "I'm almost there… Best toy ever…!"

Before Pinkie's orgasm came Twilight's. Between the lips wrapped around her horn and the slit grinding into hers, her moans grew higher and higher pitched until her back arched and she cried out in pleasure.

As Twilight's orgasm rippled through her, the quivering of her horn only made the experience better for Pinkie. "Oooh, it's vibrating—yyeeeeeeeeEEESSSSS!" Pinkie's head flew back and she screamed towards the ceiling.

Rainbow grinded harder against Twilight's soaked folds, but she still wasn't finished. Fluttershy broke the kiss, ran her tongue along Rainbow's neck, and moved her hoof down Rainbow's stomach, stroking Rainbow's clitoris amongst the thrusting. "Mmh, Flutters, just like that..." Rainbow closed her eyes, sweat forming as she concentrated on her movements.

Moments later, Rainbow began to quiver. Fluttershy held on tight with her other hoof, pressing her body into Rainbow's and continuing to massage her clit. "HhmnnnggAAAHHH!" Rainbow shook with her orgasm, and Fluttershy felt every shudder.

Fluttershy shrieked as Rainbow fell backwards, taking them both down and falling into a pile on the floor. They both laughed, looking into each other's eyes, then began to kiss softly. Pinkie removed herself from Twilight's soaked horn and Twilight curled up, smiling.

Pinkie lay down on top of Twilight and watched Rainbow and Fluttershy. Twilight spoke up. "Now are you done?"

Pinkie didn't respond. Her eyes shifted guiltily around the room.

"...Seriously?" Twilight said.

"I'm gonna be honest," Pinkie said. "I might be going a little crazy from being thrown into a nudist society." She gestured towards Rainbow and Fluttershy, both their slits visible from Pinkie's perspective. "Everypony's walking around waving their naked butts at everypony else, and it's like—it's right there! How are you not like this all the time!?"

Twilight chuckled resignedly. "Well, I'm not moving. Move your butt towards my tongue and I'll see what I can do."

Pinkie giggled. "Aww, you're such a good friend, Twilight!" She rotated her body so her head rested on Twilight's stomach and her sex lay in front of Twilight's mouth, and Twilight's tongue lazily lapped at it. Pinkie grinned and bit her lip.

"Okay, well, we're done," Rainbow said. "Buuuut, I need a sec before I'm out of here." She walked over to the foot of the bed and sat down against it. Fluttershy followed and sat between her legs. Rainbow wrapped her hooves around Fluttershy and held her tight.

Eyes on Pinkie's expression, Fluttershy's hoof began to creep between her legs, but Rainbow's beat her there and began rubbing slowly. Fluttershy moaned quietly, her eyes transfixed on Pinkie's ecstasy-filled expression. "Okay, mostly done, apparently," Rainbow said quietly with a grin. Fluttershy smiled faintly as well.

Rainbow moved her hoof a touch faster and felt Fluttershy's heart rate quicken. She began to chuckle softly. Fluttershy moved her head in acknowledgment, but kept her eyes on Pinkie. "Hmm?"

Rainbow smiled. "You know, I… Well, first off, did you know Twilight and Sunset have been sending each other dirty messages? Like, full-on roleplay."

"How? ...Through their journals!?"

"Yup!" Rainbow chuckled again. "Anyway, I caught her the other day, and—I dunno, I gave her this advice. Like, I told her to hold Sunset like we are now, stroking and everything…"

Fluttershy shifted slightly in Rainbow's grip as Pinkie's tongue came out, panting. "A-and what did she say?"

"It's not about what she said, it's just… I'd suggested it because it worked out so well for me." Rainbow smirked and kissed Fluttershy's neck softly. "But it's not something that worked for me, it's something that worked for you. Dumb me thought I had found this awesome secret sex move, go me, yadda yadda yadda." She tucked her head in over Fluttershy's shoulder. "Basically, uh… I'm sorry I'm so bad at figuring out what's about me and what's about you."

Fluttershy took her eyes off Pinkie and tucked her head in against Rainbow's. "It's okay, Rainbow."

Only heavy breathing was heard in the room. The sun continued through the sky.

Author's Note

This story was part of the Friendship Orgy continuity—if you want to read more, click the link!