Chapters

Part I
Part II
Part III
Part IV

Part I
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Oversharing

Part I

Author's Note

This chapter has been modified from its original posting as a part of Just Girls Talking Dirty as follows:
- Expanded descriptive text in narrative.
- Edits made to things I wasn't entirely satisfied with before.
- Details added that are important to the more cohesive plot of the sidestory.

This story is porn. It is written for the express purpose of sexual arousal and erotic entertainment. As such, the erotic merit of this story will be highly subjective.

The author does not necessarily endorse any of the acts or behaviors presented in this story. Please refrain from ascribing allusions between the fictional narrative of this story and any personal beliefs, proclivities, or biases of the author.

All characters present in this story are 18 or over and legally of age to engage in sexual activity.

Part I

It was a chilly Saturday afternoon in November.

The Rainbooms had the run of Fluttershy's house; her parents had gone up north with her brother Zephyr Breeze on Friday to enroll him in a boarding school in Vanhoover and were staying for a few days to go sightseeing and help him settle in. With Zephyr out of the house, Fluttershy had lobbied to repurpose his basement "meditation garden" (in reality an exceptionally smelly slacker den crammed full of dirty magazines), which was already soundproofed, as a practice space for the band. With Friday and Monday both vacation days at CHS due to a teacher's workshop, the girls had spent all day Friday clearing out the basement and cleaning it up, and most of Saturday redecorating it and bringing their instruments and some donated furniture downstairs. The only thing of Zephyr's they'd kept was his 46" HDTV, since it belonged to Fluttershy's parents in the first place.

With so much heavy lifting to do (and so much cleaning, as the basement had a pervasive stench that made Rarity gag and Fluttershy twitch involuntarily), they'd co-opted Flash Sentry to help. With his drummer having graduated and his other bandmate having moved away over the summer, Flash had become, as he liked to put it, a "guitar ronin", practicing with the Rainbooms off and on as part of his halting efforts to get back together with Sunset Shimmer. They weren't quite a couple yet, but they were definitely close friends again, and Flash was always happy for an excuse to hang out with the girls.

"Man," Rainbow Dash grunted as she finished setting up her amp and flopped down on one of the used sofas, "everything feels so much heavier today than it did yesterday." Her white T-shirt was plastered to her body, her black sports bra showing through it; she'd shed her jacket and skirt upstairs, and now wore only her shirt, bicycle shorts, and boots, which she pulled off and dropped next to the sofa, wiggling her feet, sheathed in knee-high rainbow-striped socks.

"That's because we've been at this for two days," Sunset said, grimacing as she popped her back. "We're all a little tired and sore." She sat down across the room from Rainbow Dash. She was wearing an old ash-grey sweatshirt, faded jeans, and worn-out sneakers.

"Cleaning up my brother's garbage was the worst of it," Fluttershy said as she sprayed all-purpose cleaner on a particular spot at the wall she'd been waging war against since the previous day. Being the only one who had not been out in the weather at any point during the day, she'd repurposed her summer camp clothes as work clothes.

"Tell me about it," Rarity muttered. She wore tight dark purple jeans with tasteful matching flats, a black crop top, and a powder blue track jacket which was unzipped and open. Like Fluttershy, she was engrossed in battle against a stubborn stain.

"Yeah, even Ah'm kinda ready fer a break," Applejack, dressed in her usual Western attire, said. She looked around. "Ah think we got everything pretty well set up. Whut say we all rest a spell?"

"I could definitely use a break," Twilight Sparkle said. Physically the weakest of the group, she'd mostly carried light loads and organized things, but still she was tired, sweating, and out of breath. She flopped down on a large beanbag in the corner, kicking her shoes off and wiggling her socked feet. With a grimace, she pulled her socks off and set them aside with her shoes. She'd opted to wear a light blue polo shirt and tan capri pants today; the windbreaker she'd worn on the way to Fluttershy's place had joined the other girls' jackets upstairs.

"Me too," said Pinkie Pie, who had come dressed for hard work and yet still managed to look like a party store had exploded all over her. She wore yoga pants with eye-searing patterns of pastel zebra stripes, dark blue hi-tops with neon pink laces, and a light blue tank top with a sparkly pink heart in the center; the glitter-encrusted sweater she'd worn to protect against the chill was tied around her waist.

"Yeah, let's all just chill for a bit, we've earned it," Rainbow said. "Fluttershy, Pinkie, wanna round up some snacks and drinks and stuff?"

Flash rubbed the back of his head. "Well, if you girls are gonna take a break, I guess I'll head on home," he said.

"Oh, nonsense, darling!" Rarity tutted. "You're more than welcome to hang out with us, right girls?"

"Of course!" Pinkie said as she and Fluttershy headed for the stairs. "Right, Fluttershy?"

Fluttershy smiled. "You are our friend," she said. "And you've been ever so helpful. We'd be happy to have you."

Flash smiled. "Thanks," he said. He sat down next to Sunset, casually throwing an arm across her shoulders. She rolled her eyes and chuckled, but made no move to dissuade him.

Once everyone had found a place to crash and Pinkie and Fluttershy had returned and passed around drinks and snacks, Rainbow asked Flash, "So how's the hunt for new bandmates goin'?"

Flash sighed. "Honestly? I've given up," he said. "All the rockers I get along with have their own bands or just aren't interested anymore. Nobody needs lead guitar and the only spot for a backup guitar...well..." He glanced at Sunset. "Kinda filled." He smiled.

"Oh my," Fluttershy said quietly. "Don't give up," she urged. "I mean, you probably wouldn't be with the same band when you go to college or anything, but—"

Flash waved a hand dismissively. "It's no big deal," he said. "Honestly, I'm not looking to be in a band or make it big or anything like that. I know I'm not good enough for all that, and fame isn't all it's cracked up to be. If I can get steady work as a session player, that's good enough for me, and the recording studios always need session players."

"You mean the guys who play on albums but never get any real credit for it?" Rainbow asked.

Flash nodded. "Yeah. I don't care about credit as long as the money's good and I can do that and a regular day job." He shrugged. "I mean, it's not like that's all set in stone or anything yet, it's just where I see myself in ten years, y'know?"

"Having a plan is good," Twilight said.

"Well, you can always jam with us any time," Rainbow said with a grin. "I love our little shred-offs."

Flash laughed. "Yeah, it's pretty awesome shredding with you."

"I think Flash just likes having an excuse to hang out with a bunch of hot girls when they get all flushed and sweaty," Sunset said with a smirk, nudging Flash playfully in the shoulder.

Flash made a stuck noise in his throat, his eyes wide. "N-no, I—!"

Pinkie grinned. "Yeah, especially watching Fluttershy shake her tamborine, right? And other things."

"Eep." Fluttershy shrank into her seat next to Applejack. "Please don't. I'm just now getting over that stupid meme." Earlier in the term, a member of the school blog staff had taken a picture of Fluttershy yawning with her eyes half-closed and her hand held close to her mouth in a loose fist. He'd thought it was cute and sent it to a few friends; one of his friends decided to add the caption "INVISIBLE PENIS" to the photo and share it. It briefly became a meme that spread like wildfire, and when word got back to Fluttershy, she was terribly embarrassed. The mention of the meme made Flash turn red and start stammering, as he had been coerced into admitting to the girls that the meme had made him daydream about Fluttershy sucking his dick—all in all, one of the most humiliating and awkward days of his high school life.

An evil grin spread across Rainbow's face. "Gotta admit, after I got done bein' mad about the whole thing, that was some pretty good fantasy fuel."

"Goddammit, not this again," Applejack grumbled as she kicked off her boots and rubbed her feet.

Fluttershy blinked, then frowned at Rainbow. "Is...is that why you keep handing me popsicles all the time lately?"

"Maaaaaaaaaybe," Rainbow drawled with a smirk, folding her arms behind her head.

Fluttershy groaned, facepalming. "UGH! Honestly, Rainbow Dash!"

Flash looked back and forth between the girls. "Wait...what?"

Sunset rolled her eyes. "Rainbow Dash is a pervert," she said.

"She takes perverse pleasure in including all of her friends in her obscene fantasies...and then telling us about it," Rarity said, shooting Rainbow a glare.

Flash felt his face heating up. Among other things. "What."

Rainbow shrugged. "Hey, I get off to what I get off to, I'm not ashamed," she said. "So I like thinkin' about me and my friends gettin' fucked by dudes and stuff, so what?"

Twilight pinched the bridge of her nose. "Can we please not have this discussion again? Please?"

"Eh, I kinda like where it went last time," Pinkie said, shooting Sunset a sly grin.

Flash and Fluttershy were both crimson now as they looked helplessly around the room—for entirely different reasons. Flash's expression was one of abject confusion. "Do I...do I even wanna know?" he asked, his voice cracking. "And is Rainbow...y'know...are you gay?"

"Nah, I just like watchin' girls get fucked," Rainbow said dismissively. "It's way hot."

"She fantasizes about herself and Soarin," Sunset said with a smirk.

Flash tilted his head. "Y-yeah...I could see that," he said hesitantly.

"Oh you can, can you?" Pinkie said teasingly. "What, are you sitting over there thinking about Rainbow's sexy, sweaty, naked body rubbed up against Soarin—"

"GAH!" Flash cried. "No! I'm not, I—" He looked at Rainbow, panic on his face.

Rainbow, for her part, leaned forward with a leer on her face. "Hey, I've got an idea," she said brightly. "Let's hear about Flash's sex fantasies!"

Flash spluttered. "WH-WHAT?!"

"Oh god no," Sunset groaned, facepalming.

"How about let's not?" Twilight suggested.

"Ah vote fer not," Applejack said flatly.

"Oh, come on! Totally embarrassing Flash and making things super-awkward in this basement with seven really cute single girls and one dude who can't manage to keep a steady girlfriend sounds like the bestest fun ever!" Pinkie said cheerfully, beaming.

"I don't...really want to hear things like that," Fluttershy said. "I mean, I put up with enough of that kind of thing from my brother—"

"Yeah but Zeph is a douchebag," Rainbow said. "Flash is cool. And awkward. And has the hots for at least three of us." She grinned. "I bet he's thought up some awesome stuff when he's jerkin' off!"

"GAH!" Flash yelped again.

Sunset rolled her eyes. "Rainbow. Seriously. Knock it off."

"Oh, come on! Don't you wanna hear what Flash'd like to do to you if you got back together?"

"If I wanted to know that, I'd just use my magic," Sunset said dryly.

Flash glanced at her. "You...you wouldn't—"

"Chill," Sunset said with a laugh. "I don't go around prying into everyone's private thoughts just whenever I want to."

Flash let out a sigh of relief. Rainbow wasn't about to let it go that easily, however. "C'mon, dude. You said it yourself, remember? You'd totally do every girl in this room if you ever got the chance."

"I never said anything like that!" Flash cried.

"You didn't never not say it neither," Rainbow said cheekily.

"That...! That doesn't even make any sense!"

"But you would, right? If any one of us wanted to, you'd have sex with us."

Flash ducked his head as the girls all looked at him curiously. "W-well...maybe," he said. "But that doesn't mean I go around having crazy fantasies about you girls!"

"Just Fluttershy, then?" Sunset said with a smirk. "You did say you thought about her giving you head."

"But...! That wasn't..." Flash sighed and buried his face in his hands.

"Tell you what," Rainbow said, leaning forward, her eyes sparkling with mischief. "Let's make a game of it. You go around the room and tell us what you'd do to each of us if you got a chance. If you can get me wet, I'll give you a blowjob. Right here, right now."

The girls stared at her. "WHAT?!" Twilight shrieked.

Applejack scowled. "You got your bra on too tight or somethin'?"

"Oh, this will not end well," Sunset said, pinching the bridge of her nose.

"Ooh, this sounds like fun!" Pinkie said with a manic grin.

"It most certainly does not!" Rarity said indignantly, crossing her arms. After a pause, she said, "Although...out of sheer morbid curiosity, I suppose I would remain here to listen..."

"This is not okay," Fluttershy squeaked, her face burning scarlet. "This is not okay."

"Oh, come on, Shy!" Rainbow said. "It's just a little fun."

Flash's mouth was completely dry. He looked around at the girls, who didn't seem to know how to react to Rainbow's bizarre, bold challenge. "Uhh..."

"If y'all do this, Ah'm outta here," Applejack grunted.

"Not if I sit on you," Rainbow said with a grin.

Applejack snorted. "Ah'd love t' see you try," she drawled.

Pinkie rolled her eyes. "Oh, like anybody's really gonna try to leave," she said. "C'mon, you know you all wanna hear what Flash comes up with." She smirked. "Everybody here has a dirty mind, you just don't wanna admit it. At least me and Dash own up to it."

"Ah most certainly do not," Applejack declared.

"Yeah, and you need to pull that apple tree outta your ass before you pop," Rainbow said. "It isn't natural to be as uptight about sex as you are."

"Ah ain't uptight, Ah just ain't obsessed or filthy!"

Flash coughed. "Uhh...maybe I should just go," he said. "Yeah. I should—"

"What, you're not interested in being the first guy to ever put his dick in my mouth?" Rainbow asked. "C'mon, that's like mad bragging rights, dude!"

"Flash is certainly not the type who'd kiss and tell!" Rarity declared. "Err...so to speak."

"I just...I don't wanna risk getting you all mad at me and maybe losing some cool friends over some stupid horny bet!" Flash declared.

"'T'ain't you we'd be mad at," Applejack muttered. "Rainbow Dash an' her little perv fests are jes' somethin' we've all learned t' put up with. But this, this is a whole new critter right here."

"Right, so if I leave—"

"If you leave, we'll have to put up with six hours of Rainbow either whining about not getting her way or basically writing fanfiction of you having some crazed orgy with all seven of us," Sunset said, rolling her eyes. "Or both." She shook her head. "Honestly? It'll be less trouble for all of us if you just go along with it. Besides, at least you get something out of it. The rest of us usually just have to put up with her bullshit until she gets bored or goes to sleep."

"HEY!" Rainbow cried.

Flash blinked. "Really? But...I thought girls' sleepovers and parties were just, like, makeovers and pillow fights and...and all the stuff you see on TV..."

"Well yeah, when we're like ten," Rainbow said. "High school girls have a lot more fun." With a saucy smirk, she added, "Like the time Pinkie and Sunset got into that tickle fight that got really hot—"

"OKAY!" Sunset shouted, a frantic, forced smile on her face. "Let's take another vote on this whole Flash talking about railing us all thing. With the thought of what we'll have to put up with if he leaves firmly in mind," she added through gritted teeth.

Twilight coughed. "W-well," she said hesitantly, "It...it could be interesting to hear...umm...what an average boy we all actually know thinks about us..."

Rarity rolled her eyes. "I suppose it can't be helped," she said. "I know Rainbow Dash well enough to know this subject won't be so easily dismissed."

"Well, you all know I'm looking forward to it!" Pinkie said cheerfully.

"Umm..." Fluttershy ducked her head, blushing. "I...nevermind. It doesn't really matter."

Applejack sighed. "Welp, guess Ah'm outvoted," she huffed, leaning back and folding her arms. "But if Ah hear one crack about me an' mah brother doin' it, someone's not walkin' outta here on two legs."

Flash blinked. "You and...you and Big Mac? What? That's just wrong," he said.

"THANK YOU!" Applejack yelled, throwing up her hands. "SOMEBODY sees th' problem with it!"

"Okay, so..." Sunset looked around. "How...how do we do this?"

"Why don't we start with Fluttershy and go from there?" Rainbow suggested.

"Eep!" Fluttershy squeaked.

"Uhh..." Flash said, blushing.

"Well, to be fair, we already know you fantasize about Fluttershy," Rarity pointed out. "You've as much as told us so."

"R-right," Flash said, coughing. "W-well..." He swallowed. "It's just...I've never really thought that much about, y'know..."

"Well, now's as good a time as any to think about it," Rainbow said, leaning forward eagerly. "Go on. Look at Fluttershy, tell us what you'd do to her if you could."

Flash looked helplessly at Fluttershy, who wouldn't meet his eyes and was blushing furiously, playing with her hair. "W-well..." Flash gulped. "I, uhh..." He absently took off his jacket and bunched it up in his lap. "L-like I said back when that whole meme thing was going on, I, uh...I thought about, y'know, Fluttershy giving me...y'know, head—"

"Old news," Rainbow said in a bored tone. "Be more creative."

"Rainbow!" Fluttershy squeaked.

"Well I don't know!" Flash exploded, throwing up his hands. "I mean, what do you even want from me? Other than the whole blowjob thing, the only thing I ever thought about Fluttershy was how hot she'd look in a bikini and how great her tits are!" He paused, his face going pale. "Uhh..."

"Oh...my," Fluttershy said, shifting in her seat. "Umm...thank you?" After an awkward pause, she added, "What...what kind of bikini?"

"Yeah, if you've imagined Fluttershy in a bikini, that's a pretty good start," Sunset said. "Especially if you jerked off to it, like I know you did."

"Gurk...!" Flash's face lit up with panic, but at the interested looks of the girls around him, he sighed. "W-well," he said, "I always picture Fluttershy in like, this really skimpy strapless green bikini. That shows off a whole lot of boob, y'know? And really, like, high-cut and stuff...basically dental floss."

"Oh...oh my," Fluttershy whispered, ducking her head. "I'd never have the courage to wear something like that."

"And some really sexy sandals with it," Flash added. "Like, spike heels."

"So like a model from a car magazine?" Sunset suggested.

"Yeah, pretty much," Flash said. "Except, y'know...Fluttershy."

"Hmm," Rainbow mused. "Yeah, I can see it."

"I can too," Rarity said. "You would look absolutely ravishing in that, Fluttershy! I must find exactly that bikini for you before Spring Break."

"Meep!"

"Okay, so now we know you like thinking about Fluttershy in a bikini and we know you like her tits," Rainbow said. "What else you got? C'mon, she's right in front of you and you can picture her in that hot bikini, you gotta be able to come up with something you'd like to do with her."

"Uhh..." Flash began to sweat nervously. He looked at Fluttershy, who averted her gaze coyly...but at the same time, was clearly giving him her full attention. He gulped. "W-well..." He coughed. "I guess...if I had Fluttershy alone and stuff, umm..." He scratched his chin, his face turning red again. "I..." He closed his eyes. "A titjob," he said. "A titjob from Fluttershy would be awesome."

Rainbow laughed. "YEAH! NOW we're talkin'!"

"Ooh, naughty!" Pinkie cooed.

"I...I don't know what that is," Fluttershy said quietly.

"Me neither," Twilight said confusedly.

"Not sure Ah even wanna know," Applejack said.

Rarity's brow furrowed. "If...if it's what I think it is..."

"It's when a guy puts his dick between a girl's boobs and she jerks him off with 'em," Rainbow explained. "Usually ends with the guy comin' all over her face and tits."

"Eww!" Twilight cried.

"Oh...my..." Fluttershy said softly.

Sunset raised an eyebrow. "Did you ever fantasize about me doing that?" she asked.

Flash shifted awkwardly. "Maybe. I dunno?"

"Well, that was a good start anyway," Rainbow said. "But get more...like...down and dirty with it, y'know? Get specific. Details. Really describe what you'd do to us. I mean, I'll give you a pass on that one since it's kinda awkward and because Fluttershy, but I need better, sexier fantasies."

"Uhh...okay?" Flash offered.

"Cool. Now, do Rarity next."

Flash looked at Rarity, who returned his stare with a mildly encouraging smile and a raised eyebrow. He tugged at his collar. "W-well..."

"And don't just name a sex act!" Rainbow interjected. "Make a story out of it!"

"Yeah, tell us a sexy story!" Pinkie added with a happy grin.

"Hoo boy," Flash muttered. "W-well..."

* * * * *

In the softly-lit bedroom, Rarity knelt on the floor, leaning forward against the bed. She was naked; her ivory skin glowed in the soft lighting. She looked back over her shoulder with smoky eyes and a sultry smile and reached one hand back, prying apart her ass cheeks and thrusting her butt toward Flash, offering him her asshole...

* * * * *

"I...I'm sorry," Rarity said, raising a hand to stop Flash. "You...you want to do me...in the butt."

Flash blushed and looked away. "W-well...I dunno," he said. "I've always thought your butt was, y'know, your best feature. Well, and your legs. But I never actually thought about you like that before. But if...if I have to think about something I'd—"

"You want to do me in the butt," Rarity clarified. "Not only that, you want me to offer my anus to you."

"Umm...it's just..." Flash sighed.

"Hey, I'd pay money to see that," Rainbow said. "Rarity on her knees getting fucked in the ass? Yeah, that's pretty hot."

"What?!" Rarity cried, staring in disbelief at Rainbow.

"Oh, come on, Rarity! You've got like, the perfect butt for it!" Rainbow said. "Hell, your asshole looks like a powdered sugar donut!"

Flash spluttered. "Wh-WHAT?!"

Rarity's entire head turned nearly as purple as her hair. "RAINBOW DASH!"

"I did not need to know that," Twilight said, irises contracted to pinpricks as she stared from Rainbow to Rarity.

"When did you even see—"

"THAT'S NOT IMPORTANT!" Rarity yelled. She coughed, then turned an imperious gaze on Flash. "So, may I assume you would at least buy me dinner before violating my rear end?"

"Oh, absolutely," Flash said. "I mean, anal is at least fifth date, right?" He laughed nervously.

"At least," Rarity said dryly.

"Hey, Rainbow's making the rules here, not me!" Flash protested. "She didn't ask me about what kind of dates I'd go on with you girls, she asked me about what I'd do to you all sexually!"

Rarity sighed. "Fair enough. But really? You don't seem like the kind of boy who'd be into that sort of...thing."

"I guess not, but maybe? I dunno." Flash gave a sheepish shrug. "Honestly, there are some girls that you look at and you just kinda...go there." He looked at Rarity with an apologetic smile. "Sorry, but...you've just kinda got that 'do me in the butt' kind of look."

Rarity blinked. "I'm not entirely sure how to take that," she said.

"Up the butt, of course!" Pinkie said, giggling and snorting.

Rarity glared at her. "Very well then," she said, "let's hear all about what Flash would do with Miss Pie, shall we?"

Flash coughed. "Actually, umm..." He looked around the room, then at Rainbow. "Would it be cool if we talked about girls who are not in this room right now? Because, uhh..." He ducked his head. "There's actually...there's actually a couple of girls at school I think about fucking sometimes. Like...a lot more than I think about any of you."

"Oh?" Sunset asked, arching an eyebrow.

"Yeah, but one of them's maybe-sorta-a-lesbian-but-nobody-knows-for-sure and the other is..." Flash grimaced. "Well, the other is Trixie."

Silence fell.

"TRIXIE?!" everyone shouted, Rainbow's disbelieving yell the loudest of all.

"You like Trixie?!" Sunset echoed.

"Like is a strong term!" Flash said hastily. "It's more, well..." He scratched his cheek. "It's more like...every now and then, I daydream about hate-fucking her to put her in her place, y'know?"

Another silence descended.

"Okay, yeah, I can see that," Rainbow said.

Twilight frowned. "Wait. You mean you fantasize about raping Trixie?"

"N-no, not...!" Flash began. He paused. "W-well..." Flash coughed. "Anyway, the Trixie thing is...it's stupid. And kinda physically impossible anyway, and since it's kind of a...kind of a not-so-nice thing, I shouldn't—"

Sunset pursed her lips. "Will you let me use my magic to see it?" she asked. "I can decide whether or not it's...well, whether we should move on."

Flash blinked. "Uhh...sure."

Sunset reached over and touched Flash's forehead. Her eyes began to glow. The rest of the girls watched her with interest.

After a long moment, Sunset sat back, eyes wide. "Dude, that's messed up," she said. A laugh escaped her. "That's so messed up!"

Flash laughed sheepishly. "I know, right?"

Sunset shook her head. "No, you gotta share that one. That's...that's like the craziest thing I've ever...man..."

Rainbow leered, leaning forward. "Oooh, this sounds like it's gonna be awesome!"

Twilight shot Sunset a reproachful look. "Sunset? You're encouraging this?"

Sunset snorted. "Calm down, Twilight. People can have dark thoughts and fantasies and not be bad people. It's...it's therapeutic!"

Twilight frowned. "Well...that's true. But still..."

"You don't know Trixie the way we do," Rainbow said. "Whatever this is, it's gonna be—y'know, what Sunset said—for all of us."

Nobody agreed with her, but they didn't outright protest. Rarity coughed. "I...am simply morbidly curious, given Sunset's reaction," she said.

"I, umm...I kind of am too," Fluttershy said. "But...is it a rape thing?" she asked, looking at Sunset.

Sunset frowned. "Well...yeah," she said. "I mean, there's definitely not any consent involved. But that doesn't mean Flash wants to, I mean..." She shrugged. "Don't you all have dark impulses sometimes you'd never really act on? Like...shoplifting or beating the crap out of somebody?"

The girls looked at each other.

"Well...yes," Fluttershy admitted. "I..." She ducked her head. "I often fantasize about taking Mom's hedge clippers to Zephyr's, umm...penis."

Flash cringed.

"But he ogles my body and he's my brother and that's wrong!" Fluttershy insisted.

"No argument there," Rainbow said. "And yeah, I get the whole dark urges thing."

Applejack sighed. "Shoot, even Ah git it," she said. "Hell, only reason Sunset still has a head is mah family needs me too much fer me t' git locked up fer murder." She paused, then added, "Ah mean, back when Sunset was still...y'know..." She gave Sunset a sheepish smile, scratching the back of her head.

Sunset paled. "Uhh...y-yeah...thanks for not murdering me, Applejack. Really appreciate it."

Pinkie drummed on the table with her hands. "Okay! Enough awkward bring-down stuff! Let's hear about this crazy Trixie-fucking head-fanfic Flash has!"

Flash grimaced. "Ah, jeez...I'm not even sure how to describe this one..." He looked at Sunset.

Sunset rubbed her chin thoughtfully. "Hmm..." She looked at her friends. "Say, you all have your pendants, right?" As the girls all nodded, Sunset leaned forward. "There's something I've been wanting to try. I got it to work with Twilight once, when we were testing the limits of our new powers." She glanced at Flash. "Do you mind being the guinea pig for an experiment?"

"Uhh...I guess?" Flash hazarded. "What's the risk here?"

"Worst case scenario? Everybody in the room sees way too much of the inside of your mind," Sunset said. "And by that I mean your thoughts, not your splattered brains. Basically, I'm gonna see if I can't share your little Trixie fantasy directly from your mind to theirs."

"You can do that?" Applejack asked, tilting her head.

"I might be able to," Sunset said. "I was able to share some of my own memories with Twilight when we tried it."

"That...was a really weird experience," Twilight said.

"Yeah, it...it does kinda share the emotions along with the imagery," Sunset cautioned. "If this works, you won't just see the fantasy, you'll feel it."

"Not entirely certain I want to know what it feels like to defile Trixie," Rarity said with a distasteful grimace.

"I do!" Rainbow declared cheerfully. Everybody shot her an odd look.

Flash tugged at the hem of his shirt. "So, uhh...what do I have to do?"

Sunset smirked. "Just lie back and think of Trixie."

As Sunset touched Flash's forehead and her eyes lit up, her pendant lifted up on an invisible surge of magic. Around the room, the other girls' pendants reacted, sparkles of magic surrounding them. One by one, their eyes lit up with the same white glow as Sunset's.

Fluttershy's basement faded from their perceptions, and a dimly-lit theater took its place...

* * * * *

"Thank you," Trixie said to an applauding audience as she took a bow. She stood on stage, dressed in a dark blue corset teddy with matching heels, a detached tuxedo collar and cuffs with a dark blue bowtie, and her regular purple pointy wizard's hat. "And for the next illusion, we have a special guest magician! Tonight only, The Great and Powerful TRIXIE! will be playing the part of the lovely assistant! Please give a warm round of applause for Trixie's associate, The Amazing Sentrini!"

Flash, dressed in a black tuxedo, walked onto the stage and waved. "Good evening, ladies and gentlemen! I, the Amazing Sentrini, have something truly spectacular for you all tonight!" Trixie's scantily-clad assistants walked on stage, wheeling a long table with a lacquered wooden casket on top. Once the table was placed stage center, they bent low and locked the wheels, then stepped away. "Before your very eyes, I will divide my lovely assistant Trixie into three pieces without any harm coming to her!" As the crowd clapped, Flash opened the lid of the casket and gestured to it with a flourish. Trixie climbed up the side of the table and into the casket, lying down inside. Flash closed the lid and locked it down, then reached into a basket mounted at the head of the table and pulled out a large, thick, solid metal blade. He showed the blade to the audience, then inserted it into a slot around where Trixie's neck would be. With a hard shove and a solid thunk, the blade slid clean through, the handle flush with the top of the casket. Flash then took a second heavy blade and inserted it into a slot almost at the midpoint of the casket, slamming it down with a solid thunk. Once the blades were settled, he unsnapped a series of latches on the casket, then unlocked the wheels on the table.

The audience gasped in amazement as Flash pushed three separate smaller tables, each with a piece of the casket presumably containing Trixie, apart from each other. He walked over to the smallest piece and turned it upright, opening the front to reveal Trixie's smiling head. Trixie gave the audience a wink, and they broke into applause. "How do you feel, Trixie?" Flash asked.

"I feel beside myself with amazement!" Trixie said. The audience chuckled.

"Well, let's check on the rest of her just to make sure she's unharmed and as lovely as ever," Flash said. He walked to the middle piece of the casket and lifted it upright, turning it to face the audience. He swung open the lid, revealing Trixie's corset-clad torso and bare arms from the waist to the neck.

Somehow, in between getting into the casket and being cut in thirds, Trixie had become handcuffed.

Off to the side, Trixie stared at her own body, blinking. "Wait, how—when—?"

"Let's have a round of applause for that perfect, sexy body!" Flash said with a smile. "You know, I never really stopped to appreciate how amazing your breasts are, Trixie." He reached into the casket and tugged down on the cups of Trixie's corset, baring her pert blue breasts to the audience.

Trixie blushed. "Wh-what are you—"

Flash fondled Trixie's bare breasts as the audience applauded. Trixie's torso writhed around, straining against her handcuffs even as she yelled furious, embarrassed protests. Loud thumping could be heard from the third, still closed, portion of the casket.

Flash moved on to the third casket, wheeling it front and center. The lid jerked and thumped as Trixie kicked around inside it. "Sounds like my lovely assistant is a bit agitated," Flash said. "Can't have her ruining the grand finale, can we?" He removed the lid from the casket, and a blue-heeled shoe kicked out; he set the lid aside, then pulled out a magic wand and tapped each wall of the casket.

The sides and foot of the casket fell away, revealing Trixie's hips and legs thrashing madly around on the bare floor of the box. Carefully ducking her frantic kicks, Flash worked some hidden latches and releases on the table, collapsing it inward and locking the wheels, reducing its width by more than half. He then took hold of the bottom of the casket and, with a sharp tug, pulled it out from underneath Trixie's bottom and carelessly tossed it to the stage floor. "And now, for my last trick," Flash said, spreading a cloth over Trixie's crotch and tapping it with his wand. When he pulled the cloth away, Trixie's corset teddy had vanished, leaving her lower half wearing only high heels. Dropping the wand and cloth, Flash dropped his pants...

Trixie's eyes widened in alarm. "Flash Sentry, don't you DARE—!"

Flash hauled Trixie's legs over his shoulders as he rubbed his dick against her sex. In the middle casket, Trixie's torso writhed and struggled. Trixie let out a sharp, pained gasp as Flash penetrated her; her legs twitched in the air as he fucked her. In the middle casket, her writhing and thrashing turned to up-and-down bobbing, her breasts bouncing with every pump of Flash's hips into hers. Trixie's protests turned into ragged moans and sharp gasps.

All the while, the audience clapped wildly.

When Flash reached his limit, he pulled out. His first spray of cum landed on Trixie's thighs and crotch.

His second spray mysteriously appeared on her bare breasts.

His third and final blast somehow ended up on her face, even though her head was fifteen feet away.

Spent, Flash took a bow, and the curtain closed as the audience cheered...

* * * * *

In a haze, the group's perceptions shifted from the fading theater to the coolness of Fluttershy's basement. Trailing particles of magic glimmered and winked out between them as Sunset's eyes returned to normal and she sat back, blinking away her trance.

The girls all stared at Flash, who ducked his head and looked away.

"Dude," Rainbow breathed. "That...that was sick."

Rarity wrinkled her nose. "Don't take this the wrong way, darling, but...have you perhaps considered professional help?"

"That was weirder than the weirdest weird I ever weirded," Pinkie said, eyes wide.

Twilight was green. "I...I think I'm gonna be sick," she said shakily. "And...I also feel excited," she added numbly. "I am so confused."

Applejack shook her head. "No," she said. "Ah jes'...no."

Fluttershy shuddered. "That was horrible," she mewled. "But also really intense..."

Flash sighed. "Yeah," he said. "I...I don't know what to—"

Rainbow Dash stood up suddenly, crossed the room, and crouched down in front of Flash. Without a word, she grabbed his jacket out of his lap and tossed it aside, then undid his belt and zipper.

Flash blinked. "R-Rainbow?"

"You win," Rainbow said as she worked Flash's already-hard dick free of his underwear and began slowly stroking it with her right hand. "My pussy's so wet right now we're gonna need to shampoo that couch." The girls who had been sitting with her wrinkled their noses and discreetly moved to other seats.

"Wait, seriously?" Flash asked. "But you just said that was—"

"Yeah, it was sick, but it was sick in the best way," Rainbow said. "Some of the stuff I get off to is really, really wrong."

Rarity pursed her lips. "As demented and disturbing as that was, there was also a certain...naughty thrill," she admitted. "Sort of an extreme BDSM thing."

"Yeah, I figure Trixie would be into S&M," Pinkie said, "but I never thought Flash would be into it. Or whatever that was."

"How did you even come up with something like that?" Fluttershy wondered.

Flash looked from Rainbow, who was giving him a slow handjob, to Fluttershy. "Umm..." He coughed. "I was watching some lame magic show on TV one night while I was surfing for porn, and I started looking up porn of girls in those outfits. Then I started thinking about Trixie wearing one, and it just kinda went downhill from there."

"Boy Ah'll say," Applejack muttered.

"Hey Pinkie, record this, I wanna see what I look like givin' head later," Rainbow said.

"Sure," Pinkie said, moving into position with her phone as Rainbow looked up at Flash, keeping her eyes locked on his as she flicked her tongue across the tip of his dick.

The girls watched with varying degrees of fascination, incredulity, and revulsion as Rainbow's head bobbed up and down in Flash's lap, filling the basement with loud, wet slurping and popping sounds. Flash grunted and breathed heavily, tangling his fingers in Rainbow's wild hair as he pounded into her mouth.

"So...this is a thing?" Twilight asked. "This is a thing we're doing? We're sitting around Fluttershy's basement watching Rainbow Dash go down on your boyfriend? After we all lived his fantasy of basically raping Trixie in front of a live audience?"

"Looks that way," Sunset said. She blinked as Flash wrapped an arm around her and began kneading her breast through her sweatshirt. "Yep, just another regular Saturday get-together for the Rainbooms," she said dryly, shaking her head.

"Ah cannot believe this," Applejack muttered.

"And yet, you're watching it," Pinkie said cheerfully. Applejack blushed and coughed.

Flash grunted as he came; most of it went into Rainbow's mouth, but some ended up on her face and in her hair. She swallowed lazily, then let out a ragged moan and climbed up onto the sofa, leaning back and slightly into Flash. "Dude, that rocked," she said. "I gotta start suckin' dick more often."

"I bet Soarin would love a blowjob like that," Flash said.

Fluttershy grimaced. "I'll go get some wet wipes," she said. "You've got a little...umm...kind of everywhere." She paused, then amended, "Actually maybe you should go take a shower and, umm...maybe borrow some clean underwear and pants from me?"

Rainbow looked down at herself. "Yeah, probably a good idea," she said, standing up with a groan and heading up the stairs.

Fluttershy followed her. "I'll be right back with some wet wipes for you, Flash," she said. As she left, the basement lapsed into silence. Until...

"Hey, we never did get to hear what you'd do to the rest of us!" Pinkie complained.

Flash looked around. "But...I won the bet," he said. "It's over."

"Oh, come on!" Pinkie cried. "You can't leave us hanging like that!"

"Honestly, I got nothin'," Flash said. "Besides, do you really want me to...y'know...keep going?"

"YES!" Pinkie declared.

Sunset hummed thoughtfully. "How about this?" she suggested. "Now that we know that thought-sharing thing works, when Rainbow and Fluttershy get back we'll keep going." She counted on her fingers. "If you can come up with something really hot for me, Twilight, Applejack, and Rainbow—oh, and any other girls from school you want—if you can make it hot enough to get all of us worked up, you can have sex with Pinkie Pie."

Pinkie blinked. "Huh? Wait, why me?"

"You're the one who wants to keep going," Sunset said simply.

Pinkie tilted her head. "Well, that's true. Also, I guess I don't mind being the prize for winning the bonus round."

Flash blinked. "Seriously?" His dick started to twitch again. The girls noticed and smirked. He yelped and covered his crotch with his hands.

Sunset grinned. "Yeah...we're totally gonna do this," she said.

"And then you're totally gonna do me!" Pinkie cheered, giggling.

Twilight facepalmed. "You girls are crazy," she moaned.

Part II
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Oversharing

Part II

When Rainbow and Fluttershy returned to the basement, Rainbow's appearance caused a bit of stir, and was the clear source of Fluttershy's beet-red face. For reasons known only to her, Rainbow had, after a quick shower, tossed on one of Fluttershy's white tank tops and a pair of plain pink panties. And nothing else.

Applejack raised an eyebrow. "An' jes' whut d'you think you're doin' runnin' around half-nekkid?" she asked.

Rainbow shrugged. "I just don't feel like covering myself up right now," she said. "Besides, it's gotten a lot warmer down here since we all sat down." She clapped her hands briskly. "So, what'd I miss?"

"Actually, we just got through talking about keeping this little game of yours going," Sunset said. "Pinkie wants to hear more and since that little trick I tried works, we decided to see what Flash would do to the rest of us."

"Oh, sweet," Rainbow said, grinning. "I can't wait to watch myself get fucked." She sat back, casually spreading her thighs apart and drawing Flash's attention to her crotch, hidden from view by nothing but a thin layer of silk.

"I uhh...I wanna get Sunset and Twilight out of the way first," Flash stammered, licking his lips as he stared at Rainbow's crotch. "I just happened to remember a particular fantasy I had about them over the summer, and..." He shifted awkwardly. "Well, best to just get it out of the way, right?"

Sunset arched an eyebrow. "'Out of the way', huh? We're not even back together yet and you're already sick of me?"

"What? N-no!" Flash spluttered. "It's just, if you're gonna go fishing around in my head again, you're gonna run right into that, so..."

Sunset snickered. "I was just teasing," she said. "But okay, if you wanna do it that way." She paused, then added, "It's about me and Twilight?"

Twilight blushed furiously. "Not this again," she moaned. "What is with people and...and THAT?!"

"You two kinda look like a hot couple?" Rainbow suggested with a shrug. "I mean, there's Lyra and Bon Bon, there's Octavia and Vinyl, and then there's you two. It's just kinda...natural, y'know?"

"Hey now, ain't nobody for sure Octavia an' Vinyl are even that way," Applejack pointed out.

Twilight groaned. "So what, everybody thinks I'm gay just because everybody thinks I'm gay?"

"Don't let it get to you," Sunset said.

Flash coughed. "S-so anyway, I just...I just wanna say right up front," he said, "I've had some pretty hot fantasies about fucking both of you. At the same time." He ducked his head, his cheeks burning.

Sunset rolled her eyes. "No shit, you say that like it's news or something."

"It is to me!" Twilight exclaimed, blushing furiously.

"I'd honestly be more surprised if his mind didn't go there at some point," Rarity said.

"So, gonna share one of your fantasies about both of 'em, huh?" Rainbow asked, grinning lecherously.

"Yeah," Flash said. "I have a confession to make first, though, because...because this one's not gonna make sense unless I do, and I feel kinda...bad about something." He looked at Sunset, then at Twilight, then down at his lap. "Remember that day at Camp Everfree when you two were playing in the hammock?"

"Yeah," Sunset said with a smile. "That was fun."

"Umm...I was in the bushes not far from where you two were," Flash said. "I, umm..." He coughed. "Well, seeing you both in shorts, with your shoes and socks off, I mean...you both have amazing legs, and you were wearing tight T-shirts, and it was just...both of you, and..."

"Spit it out!" half the girls shouted.

Flash gulped. "I was jerking off in the bushes," he said in a rush.

Twilight's face paled. "W-what?!"

Sunset rolled her eyes. "So that's who it was. I knew there was somebody back there."

"You did?!" Twilight exclaimed, eyes wide and horrified. "Why didn't you say anything?"

Sunset shrugged. "Didn't care. If guys wanna fap to me, I'm fine with it. I mean, who's it hurting?"

"B-but that's..." Twilight began.

"Just take it as a compliment," Sunset advised. "It's what I do."

Twilight sighed. "Sorry, I...I'm just not used to the idea of anyone having...having those kinds of thoughts about me..."

"So anyway, for a while after that, I thought about...the kind of stuff I wanted to do if I could've just barged in and joined you two," Flash said.

"Really?" Sunset asked, smirking. "Let's see what you came up with. Is everybody ready?"

The girls all looked at each other, then nodded hesitantly. Experiencing Flash's more sexual thoughts piped directly into their minds was...intense.

"Okay, here we go," Sunset said, placing her hand on Flash's forehead. Her eyes began to glow. Magic trailed from her pendant to the other girls' pendants, and their eyes glowed as well. The basement faded from their perceptions, replaced with the warm summer sun, rustling leaves, and crisp, earthy smells of Camp Everfree...

* * * * *

Face flaming, Twilight started awkwardly rubbing the tips of her toes against the top of Flash's dick. "Oh, this is so weird," she said. Nervously, she tried sandwiching his cock between the soles of both feet. "Is...is this okay?" she asked.

"Oh god yes," Flash groaned. "Just...rub, I guess. Squeeze a little." He paused, then added, "Knead with your toes."

Twilight followed his instructions, haltingly finding a rhythm of rubbing, stroking, and kneading as she shifted around to find a better position to work from. Flash grunted as Twilight's feet caressed his dick. Sunset watched, soft whimpers slipping from her lips as she squirmed slightly in place. Her right hand found its way up the back of Twilight's T-shirt; she deftly unhooked Twilight's bra, then slipped her arm around Twilight, gently cupping and kneading her breast.

Twilight gasped sharply, her feet splaying out as her entire body seized up. "S-Sunset?!"

"Keep going," Sunset said as she fondled Twilight.

Blushing, Twilight found her footing on Flash's cock. Flash, for his part, was excited by the display in front of him; he started thrusting his hips against Twilight's feet, pressing the hot hardness of his member into the tender flesh of her soles. Twilight responded to this by squeezing more firmly and curling her toes against him, rubbing her feet in different directions along his shaft.

"Ahh...!" Flash grunted.

"Do you...do you like that?" Twilight asked, her breath hitching.

"Yes," Flash said. "God yes."

Sunset started fondling her own breast through her shirt and bra as she played with Twilight and intently watched Twilight's feet manipulate Flash's dick. This was finally more than Flash could take; with a loud grunt, he jerked twice, spurting thick jets of cum that squished between Twilight's toes, clung to the soles of her feet, left stringy globs stretched up her ankles, and splattered to the grass beneath them.

Twilight grimaced. "Eww," she whined, withdrawing her feet and wiggling her toes. "Gross."

"Kinda hot actually," Flash said, staring at Twilight's feet. His dick twitched slightly, and he moved closer to the hammock, between the swaying legs of the girls. He laid one hand on Twilight's left thigh and the other on Sunset's right thigh and began caressing them, rubbing along the inside of each girl's leg as close to the crotch as he dared. Twilight closed her eyes and trembled at his touch.

Sunset arched an eyebrow. "And who said you could do that?" she asked, playfully slapping his hand away. "You're supposed to be into Twilight now, do that kind of thing with her." Flash removed his hand from Sunset's thigh and slid it underneath Twilight's shirt. Twilight stiffened as Flash's fingers trailed up her stomach, then paused at the base of her loose bra. Questing fingertips slipped just underneath the bra, stopping before touching the luscious breast beyond. Flash turned his gaze up to Twilight, a question in his eyes.

With a deep, shaky breath, Twilight nodded. Flash smiled and pushed aside the bra, grasping and kneading Twilight's breast. She gasped sharply, lips parted and eyes closed; her feet twitched, toes flexing and spreading reflexively as Sunset and Flash fondled her breasts.

"Do you like this?" Sunset asked as she pinched and gently twisted Twilight's nipple.

"I-I think so," Twilight said tentatively. "I—" She broke off in a moan as Flash's left hand slid up her loose shorts, fingertips questing near her panty line. "Oh! W-wait," she said.

Flash withdrew his hand and moved it further down her thigh. "Sorry," he said.

"I-it's okay," Twilight said. She giggled nervously. "Wow, this is the last thing I thought I'd be doing today."

"You and me both," Sunset said.

Flash slid his left hand up Twilight's front, pulling his right hand out from under her shirt as he switched to fondling her with his left. His right hand moved to the hem of Sunset's T-shirt, slipping underneath it and up her smooth stomach, toward her chest.

"H-hey now," Sunset stammered.

"What, it's okay for him to paw me but not you?" Twilight asked, raising an eyebrow. With a smirk, she slid her hand up the back of Sunset's shirt and unhooked her bra. Then, with an impish gleam in her eyes, she grabbed the front of Sunset's shirt and yanked it up.

"Uwah!" Sunset cried out, nearly tipping the hammock over. "You little—!" She retaliated by pulling Twilight's shirt up. Flash could only stare in awe as the girls' chests were teasingly revealed to him, the wondrous prize he sought tantalizingly hidden only just by loosened bras.

The girls looked at each other and the rumpled state of their clothing, sighed, and stripped off their own shirts and bras, letting them fall to the grass below the hammock. Their breasts bounced and swayed with the motion of the hammock, stiff nipples standing proudly in the bright sun.

Flash stared at the two perfect pairs of breasts bobbing right in front of him. He took Twilight's right breast in his left hand and Sunset's left breast in his right hand, kneading and squeezing and playing with their nipples. The girls reclined in the hammock, letting him enjoy himself; Sunset slipped her leg between his thighs and ran it up and down his leg, while Twilight kept an arm firmly around Sunset's back, holding on for moral support. Sunset gently turned Twilight's head towards her and leaned close, lips parted. Twilight's eyes widened...then closed as their lips met in a slow, tentative kiss.

"Damn that's hot," Flash grunted, staring hungrily at the girls. He started humping Sunset's leg, his stiff cock jabbing hard into the flesh of her calf. By the time the girls came up for air, Flash had already come all over Sunset's leg; it ran down her calf to her ankle, slowly dribbling off her heel onto the grass.

"Glad you enjoyed that," Sunset said dryly. Flash ignored her in favor of leaning in to kiss and suck Twilight's breast. Twilight's neck arched back, her eyes closed and a slow, shaky breath escaping her parted lips. His right hand trailed down from Sunset's breast to her stomach, then down to the waistband of her shorts. Not looking away from Twilight, he unbuttoned Sunset's shorts and slipped his hand inside.

Sunset's breath caught in her throat. "Flash? What are you—" She broke off in a startled, strangled gasp as Flash slipped his hand inside her panties, his fingers tickling through her pubes as he probed lower, seeking nirvana. Sunset seized up as Flash made contact with her flushed, damp sex. "Oh god," she moaned.

Flash abruptly kissed Twilight, his tongue sliding inside her mouth. "Mmph!" Twilight grunted into the kiss, eyes wide—then, slowly, her eyes slid shut as she accepted and returned the kiss. As he kissed Twilight, Flash spread Sunset's labia and probed blindly at her sex, his fingertips teasing her folds and clit. Sunset whimpered, gasped, and hissed at Flash's clumsy prodding. Finally, he managed to find her love tunnel, slipping his middle finger into her hot, wet warmth. Sunset let out a low, ragged whine, arching her back and thrusting her chest forward. Twilight caught hold of her left breast and kneaded it desperately.

Flash broke his kiss with Twilight; a long string of saliva dangled between them as they parted. Twilight opened her eyes slowly, staring at Flash with dawning hunger. Flash's hand fell from Twilight's breast and trailed down her stomach toward her shorts. He kept his eyes steadily locked on hers as he found his way into her shorts and panties; Twilight gasped as Flash rubbed her pussy, teasing her open.

Sunset bucked against Flash's hand, shaking the hammock. As Flash slipped his first finger into Twilight, he added a second finger to his insistent probing of Sunset's sex. Twilight closed her eyes and arched her back, whimpering softly as Flash found the sensitive spots within her virgin sex. "Oh go~d," Twilight moaned. She could see how hard his cock was, and new heat crept into her face...and elsewhere, now that her own desire had been awakened.

Flash lifted Twilight out of the hammock and deposited her on her back in the grass, stripping off her shorts and panties. He sat on the grass beside her, stroking her sex with his hand. Sunset got out of the hammock, stripped off her own shorts and panties, and lay beside Twilight; Flash rubbed and fondled her crotch with his other hand. The girls held hands, fingers tightly interlaced, as Flash fingered them, sinking two fingers almost completely inside each girl with each sharp thrust as he lightly brushed his thumbs across their clits. The girls moaned and writhed under his touch, their breasts heaving and jiggling as sweat poured from their brows and breathy gasps and ragged moans dripped from their lips.

"Ahhh...!" Twilight yowled, bucking her hips violently upward as a rivulet of love juices washed over Flash's fingers and onto the grass. Her hips jerked twice; she panted heavily as she lay on the grass, her eyes rolled back in her head.

"You...okay, Twilight?" Sunset gasped out as she bucked against Flash's fingers.

"Uh-huh," Twilight said breathily. She looked up at Flash, licked her lips, and nodded. "Fuck me," she said insistently.

Pulling his fingers out of Sunset's pussy with a wet slurp, Flash moved to cover Twilight, positioning himself and rubbing his cock against her wet, eager slit. Bracing Twilight's hip with one hand, Flash used the other to line himself up with her sex, then slowly, carefully penetrated her. Twilight gasped sharply, clenching everything she could clench as half of Flash's cock entered her hot, tight virgin pussy. Flash waited for a moment; Twilight nodded up at him, and he haltingly, tentatively fucked her.

Sunset squirmed on the grass, shifting around until she was mostly perpendicular to Twilight; she contorted her body until she was able to push one leg under Twilight's bucking back, raising the other leg into the air to fully expose her own pouting sex. She took hold of Twilight's left hand and laid it against her slit. "Finish what he started," she insisted even as Flash found a steady rhythm, his balls slapping against Twilight's body as he hilted.

Twilight nodded and probed Sunset's sex with trembling fingers, breath hitching and body shaking as Flash pounded into her again and again. Two fingers went up Sunset's love canal, which squeezed so tightly Twilight almost cried out in pain.

"Oh god, yes," Sunset moaned, closing her eyes and fondling her own breast as Twilight fingered her. Twilight panted as Flash rammed his cock home harder and faster. Flash grunted as Twilight's hips bucked against him, grinding into him.

Sunset let out a primal scream as her orgasm ripped through her body, drowning Twilight's hand in a musky deluge. She lost her balance and fell over sideways on the grass, landing splayed on her back, her breasts heaving as she panted.

"Oh god," Flash grunted. "I'm...gonna..." His entire body jerked violently as he pumped again and again into Twilight, who cried out and clutched at fistfuls of the grass as her body arched. As Flash rocked back on his heels, his cock throbbing and twitching, he took stock of the sight before him: Twilight lay panting in front of him, eyes feverish with lust, chest heaving as cum dribbled out of her pussy. Sunset lay with one leg still pinned under Twilight, her love juices spilling onto the grass as she took in great lungfuls of air that shook and jiggled her breasts.

* * * * *

As the forest clearing was replaced by the harsher smells and chillier temps of Fluttershy's basement, Sunset fell back against the couch, breathing heavily. "Holy shit," she gasped.

Twilight's entire face was burning red. "Oh...oh my god," she rasped out.

"Dude," Rainbow breathed, eyes wide and glazed. "That. That was so fucking hot."

"I agree with Rainbow Dash," Rarity said, flushed and sweaty. "It's...it's getting rather warm in here, don't you think?"

"I think I need a shower and a change of clothes now," Fluttershy said, her face red.

"Me too," Pinkie said, fanning herself.

Even Applejack was flustered. "Okay, now see, that..." She coughed, then cleared her throat. "That was...Ah dunno if Ah wanna say right, but it damn sure came from some mighty real feelins."

Flash grimaced. "Well...misplaced feelings is more like it," he said. "I was still really kind of...confused by this Twilight back then."

"Oh, I don't think you were confused at all," Twilight said. "Not about what you wanted to do to me, anyway. Whoo." She fanned herself with the collar of her shirt.

Flash scratched the back of his head. "This...this is gonna make things super awkward between us, isn't it?" he asked.

"Like they weren't already?" Rainbow snorted.

Twilight looked at Flash and sighed. "I...I don't know," she admitted. "Umm...but I think maybe now I'm a little more open to the whole idea of, you know, a three-way with you and Sunset? I mean..." She blushed again, her glasses fogging up. "Wow."

"Yeah, we...we definitely gotta do that for real sometime," Sunset said raggedly.

"I don't think you're gonna top that one, dude," Rainbow said. "That was smoking hot." She looked between Twilight and Sunset. "Now I wanna watch you two get fucked for real," she said.

"Maybe during Spring Break," Sunset said absently. "So uhh...while we're all recovering from that, go ahead and come up with something you'd do to Rainbow Dash," she said. "We'll go with her next."

"Okay," Flash said, looking at Rainbow. "Hmm. Actually, something just popped into my head." He leaned back, closing his eyes. "Yeah..."

"Ooh, this should be good," Rainbow said.

As Sunset initiated the link and the girls' senses left the physical realm, none of them noticed the steady stream of magic emanating from each of them, seeping into Flash as he concentrated on his fantasies.

* * * * *

The locker room was dim, dank, and reeked of that corn-chippy mildew smell that came from sweaty men showering. Rainbow Dash, hair still damp from a post-practice shower and freshly dressed in her street clothes, knelt in front of Soarin, who was still in his grass-stained soccer uniform and drenched in sweat. His shorts were around his ankles, his jock strap was hanging off the end of the bench, and his dick was in Rainbow's mouth. As Rainbow massaged Soarin's balls with one hand while bracing herself on the bench with the other, her ass, tightly clad in her black bicycle shorts, waggled back and forth in the air, her skirt having ridden up around her hips.

Flash slowly walked up behind Rainbow and knelt down behind her, taking hold of her ass and squeezing it. She tensed, then looked up and craned her neck around. Seeing Flash, she grinned and went back to sucking Soarin off. Flash squeezed and caressed Rainbow's ass through her shorts for a long moment, then peeled the shorts off along with her panties, baring her firm, supple blue ass and her sweet, moist slit. Flash stroked Rainbow's sex with a finger, eliciting gasps and twitches from her. As her pussy lips became moist and swollen, Flash dropped his own pants, bringing his dick out and stroking it to full firmness. Taking firm hold of Rainbow's wiggling ass, he rubbed his dick against her slit, then pushed in.

Soarin's dick popped out of Rainbow's mouth as she hissed sharply. Once Flash hilted, he began pumping with a firm, vigorous rhythm. Soarin took hold of Rainbow's head and brought her mouth back down to his cock. Her ragged breathing and gasps were muffled by the wet slurping, popping sounds of her mouth being fucked.

Faint, muffled whimpers and moans sounded from the other side of the room, where Fluttershy's bare, supple ass and thighs quivered astride an unseen lover, his face completely hidden in shadow. Her luscious ass and thighs jiggled as she rode his cock, her breasts bouncing with each thrust. Her beautiful, glossy lips were wrapped around the dick of a second shadowy figure; her blue-green eyes were smoky and half-lidded as she glanced across the room at Rainbow and her two lovers, brushing strands of long cherry blossom pink hair behind her ear as she worked the second man's shaft with her slender, graceful, gentle fingers. A third shadowy man knelt behind her, hands cupped around her heaving breasts, kneading them and playing with her nipples.

Soarin came all over Rainbow's face and hair; as she looked up at him, Flash slipped a hand under her shirt and up to her chest, fondling her breast through her bra. His fucking became more frantic; Rainbow let herself loosen up, riding the force of Flash's cock pounding her pussy. Soarin sat back and watched, his dick twitching back to life, as Rainbow let out a ragged moan, her juices gushing down her thighs as Flash exploded inside her. He pulled out and let Rainbow slide to the floor; she rolled over on her side, Flash's cum and her own pussy juices puddling on the concrete floor.

Rainbow looked over at Fluttershy, who was now on her knees, her three lovers standing around her. She was stroking two of them off while the third stroked himself off in front of her. One after another they came, covering her face and bare breasts in thick rivulets of jizz. She panted like a bitch in heat, breasts heaving as her tongue lolled out, a long string of cum dangling from the tip.

* * * * *

"Holy fuck," Rainbow breathed as the vision faded and everyone returned to the basement. Rarity was flushed and sweaty, Twilight's eyes were wide, Applejack was blinking rapidly, and Pinkie had a sleazy grin on her face.

Fluttershy was trying to hide behind her hair. "Wh-why was I there?" she whimpered. "Wasn't...wasn't this just supposed to be about Rainbow?"

"Don't know what to tell you," Flash said sheepishly. "You just sort of popped in there. You know how it is, you can't always control your dreams, daydreams, fantasies..." He shrugged. "I just had a stray thought about how hot you'd look doin' it with three guys, and there you go."

"And holy fuck was that hot," Rainbow said.

"You're gittin' mighty obsessed with Fluttershy there," Applejack pointed out.

Flash shook his head. "I can't help it," he said. "Everything about Fluttershy just...just turns me on lately."

"Oh my," Fluttershy whispered, blushing. A silly, embarrassed little smile lit up her face.

"Perhaps that would explain why your fantasies about her are so...detailed," Rarity said.

"Hey, his fantasy about Sunny and Twi was pretty detailed too!" Pinkie said.

"I think they're getting more detailed in general," Sunset said. "Probably because we're egging him on and making him actually think about this stuff."

"One thing I can't help but notice," Twilight said, adjusting her glasses. "Every single fantasy of yours we've seen involves you coming inside one of us. You are aware of condoms and the risk of unwanted pregnancy, right?"

"Of course I am," Flash said. "It's just that condoms don't exist in fantasies."

"Yeah, Twi," Rainbow said. "The whole point of sex fantasies is to be as hot as possible. There's nothing sexy about condoms." She shrugged. "They're just kinda, y'know...price of admission. In real life. No ticket, no ride."

"She has a point," Rarity said. "I can't honestly see much visceral appeal in what is likely a very frustrating delay in the proceedings, necessary though it may be. For the purposes of a fantasy where there is no real risk, wasting thought energy on condoms seems...rather pointless."

"Shoot, even Ah gotta agree with that," Applejack admitted.

Twilight rolled her eyes. "Well this group has no imagination," she said. She then seemed to catch herself, because her face paled and she covered her mouth with her hands.

Sunset raised an eyebrow. "Do go on," she said.

"N-no, it's...!" Twilight shook her head and laughed nervously. "I just, I mean, I'm sure there's a way to, umm..." She quailed under the combined weight of their stares. Even Fluttershy was giving her an 'I don't buy it' look. She sighed. "Okay, so..maybe I learned one or two things at Crystal Prep that don't really count as academic."

"Oh goodness," Fluttershy said, "you mean you have...experience?"

Twilight made a stuck noise. "Who? Me? No! I mean..." She laughed shakily. "You remember what I was like when I first came here, right? Come on, guys! You really think I've...y'know...done stuff like that myself?"

The others processed this. "Well then, what exactly did you mean, darling?" Rarity asked.

Twilight sighed. "Dean Cadance taught me some...things," she admitted with a heated blush.

Rainbow burst into cackles. "Whoa! Seriously? You and—"

"IT WASN'T LIKE THAT!" Twilight roared, standing up and balling her hands into fists. Catching herself, she sat down, ducking her head and folding her hands in her lap. "It's..." She adjusted her glasses, then looked around the room. "You have to understand, Cadance isn't just a teacher to me. I've known her most of my life. She's...she's more like a big sister to me. Until I came here, she was the only person who really knew me...who I really thought of as a friend." Her eyes turned sad briefly. "A-anyway, on my fourteenth birthday, Cadance took it upon herself to give me a crash course in sex-ed." Her face practically glowed, her glasses steaming up. "It, umm...it wasn't exactly what you'd call 'approved by the Board of Education'." She glared suddenly at Rainbow. "And no, we didn't do anything! She just...she thought it'd be funny to embarrass me by teaching me some...things."

Sunset smirked. "What kind of things?" she asked.

"And what's it got to do with condoms?" Pinkie asked, leaning forward with interest.

"W-well, it's..." Twilight played with her ponytail. "She taught me there's a certain...technique for putting a condom on. That, umm...makes it part of foreplay." She looked around, then stammered, "Y-you have to understand, she was teasing me, and it's...it's just what she does when she's, I mean, I wasn't even her student yet then, just...just—"

"We get it, Twilight," Rainbow said, rolling her eyes. "Big sister talk, totally normal. Not." She snickered. "So, what's this technique?"

"Umm." Twilight ducked her head. "W-well, it's—"

"Hold up," Rainbow said, raising a hand. "Don't just tell us. Show us."

"Wh-what?!" Twilight spluttered.

Rainbow looked at Fluttershy. "Zeph's still got like, a dozen boxes of condoms up in his room, right?"

"Unopened, yeah," Fluttershy said with a distasteful grimace.

"That's...kinda sad," Sunset said.

"Be right back," Rainbow said, dashing upstairs. A few minutes later, she returned with a box of condoms, which she tossed to Twilight. Twilight yelped in shock and juggled it like a hot potato. "Okay, Twi, show us," she said.

"Sh-show you? But...but how? I mean, what—"

Rainbow pointed at Flash. "Got a dude with a dick right there," she said. "Got plenty of condoms. Show us."

"GAH!" Twilight cried. "No! I...I..."

"Rainbow Dash, honestly!" Rarity chided. "You can't ask Twilight to do something so intimate simply to satisfy your own curiosity!" Averting her gaze, she muttered, "No matter how interesting it would be to actually watch..."

Sunset rolled her eyes. "Here, Twi, let me look at the memory, then I'll do it."

Twilight looked over at Flash, then down at the condoms, then around the room. "N-no, I...I'll do it," she said. "Umm...just the demonstration, though. Nothing...nothing else." Blushing furiously, she got up and walked over to Flash, who had long since covered himself and put his jacket back in his lap. "Umm...take your, umm...you know...out," she said.

"Seriously?" Flash asked, sweating and flushed. At Twilight's nod, he passed his jacket to Sunset again and fumbled with his pants and underwear, once again freeing his cock for the girls to see. While he did so, Twilight took one wrapped condom out of the box, handing the box to Sunset, and tore it open. She knelt down in front of Flash and put the condom just inside her mouth. With a bit of awkward fumbling, she lowered her mouth onto Flash's dick; he groaned and shuddered as her lips and tongue applied pressure to his manhood. Fifteen seconds later, Twilight sat back, wiping her mouth on a kleenex she'd produced from her pocket. The condom, slick with saliva, was snugly wrapped around Flash's dick.

"Oh, yeah, I've seen that before," Pinkie said, nodding.

"That was pretty hot," Rainbow said. "Also, pretty useful to know. Thanks."

"Well that was...interestin'," Applejack grunted.

Twilight quickly scampered back to her original seat, refusing to look anybody in the face.

Sunset broke the ensuing awkward silence by tossing Flash's jacket back over his lap and coughing. "So, umm...who's next?"

Part III
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Part III

Sunset broke the ensuing awkward silence by tossing Flash's jacket back over his lap and coughing. "So, umm...who's next?"

"Do Applejack next!" Rainbow declared.

"Do whut now?" Applejack asked dangerously.

"Nobody gets skipped!" Rainbow said. "Let's go, Flash! Show us how you'd rail the cowgirl!"

"Umm..." Flash frowned. "Hmm."

Everybody watched him.

He looked around the room. "Sorry, it's just..."

"Oh come on, you gotta have somethin'!" Rainbow cried. "After everything else you've come up with?"

"I...honestly never thought about Applejack that way," Flash said with a shrug.

Pinkie whined in disappointment. Rainbow groaned. Applejack blinked. "Is that a good thing or a bad thing? Ah can't rightly be sure."

Sunset frowned. "But wait," she said. "I saw something in your mind. Sweet Apple Acres, the barn, a party..."

Flash looked panicked for a brief moment. "N-no," he said. "You don't wanna go there..."

"Oh yes we do," Rainbow said, grinning.

"Let me take a quick look," Sunset said. She placed her hand on Flash's forehead again, and her eyes began to glow...

* * * * *

Remnants of a wild party lay scattered around a dusty, hay-strewn barn. Confetti, streamers, paper plates, plastic forks, empty cups, and a few beer bottles littered the barn floor. Flash Sentry lay on his back on an old moth-eaten quilt.

Smooth, buttery yellow thighs rocked vigorously atop Flash's legs. Pert, modest breasts bounced above his head. As he braced his lover with one hand on her hip, he reached up to knead one of those soft breasts. Long red hair swayed with the motion of their lovemaking.

Apple Bloom, noticeably older and leaner with modest yet alluring curves, gave Flash a smokey gaze as she rode his cock, panting heavily as she bore down again and again, grinding her slick, flushed pussy against him. The bright pink bow she usually wore in her hair was absent, replaced by a dark blue mortar cap with a gold tassel hanging to one side, which swayed crazily as she bounced up and down. Her tight pussy slurped eagerly at Flash, taking all of him in with each thrust. A long, sticky strand of saliva hung from her lolled-out tongue. Strands of cum ringed her mouth and glistened like tiny pearls on her upper chest. Her back arched as she massaged her own breast, playing with her nipple. "Oh god," she moaned.

"I'm...about to..." Flash grunted.

"Not yet," Apple Bloom purred. "Ah ain't ready." She stopped humping him, backing off him and crawling down the blanket, getting on her hands and knees. She raised her golden ass into the air and waggled it back and forth, slick juices coating her burning sex and flushed thighs. Flash got up on his knees and staggered over to her, taking hold of her waist as he found his place again and pounded into her. Apple Bloom cried out sharply as Flash's balls slapped against her; her entire body rocked forward as he fucked her harder and faster. A ragged moan tore its way out of her throat as Flash came inside her, then rocked back on his heels. Apple Bloom pitched forward onto the old quilt, breasts pillowing beneath her as her body went slack.

Flash grabbed a handful of confetti and streamers from among the hay and tossed it onto Apple Bloom's bare back. "Welcome to life after high school," he said teasingly. Apple Bloom giggled.

* * * * *

"NOW JUST ONE GODDAMN MINUTE."

The basement came rushing back. Sunset looked at Flash in alarm. "I—I'm sorry!" she cried. "I didn't mean to share that one! My magic got away from me!"

Flash paled as he looked around the room. The girls were staring at him incredulously. Applejack was livid. "Oh shit," Flash said.

Applejack got up and stalked across the room, glaring down at him. "Jes' whut'n th' HELL," she snarled, "are you doin' thinkin' that kinda shit about mah baby sister?"

"She didn't look like a baby to me," Pinkie Pie stage-whispered. She yelped and dived behind the beanbag she'd been sitting on as Applejack turned a frosty glare on her.

Flash swallowed. "A-Applejack, look—"

"I OUGHTTA TEAR YER BALLS OFF!" Applejack yelled.

"Applejack? Calm down," Pinkie said. "Please. Just...just calm down."

Flash sighed. "Look, I...I only thought about it once, alright? I'm not even sure how Sunset found that in there."

"Flash, I'm so sorry," Sunset said, her face pale and her eyes wide with shock. "I didn't mean to share that...it just surprised me, and I guess I lost control..."

"It's okay, Sunset," Flash said. Taking a deep breath, Flash looked up at Applejack. "Look...I'm sorry, alright? I'm sorry that upset you. But the truth is, well..." He sighed. "Apple Bloom's pretty cute." Wincing, he added, "Actually...a lot of guys in our class think she's, well..." He coughed. "Well, let's just say you're not the Apple they'd pick. Umm...sorry."

"Ouch. Harsh," Rainbow said, wincing.

Applejack's anger turned to confusion, her brow furrowing. "Really?"

"Excuse me," Rarity interrupted. "Exactly how and where are these uncouth boys deciding that Apple Bloom is sexier than her older sister, and based on what?"

Flash shrugged. "She just is. Can't really explain it. Sometimes you can't put it into words, you know? You just know what..." He made a vague gesture with his hands.

Applejack stomped back to her seat, confused, irritated, and faintly insulted. "Huh," she said, shaking her head. "Huh."

"But there's no way I'd, I mean..." Flash shook his head. "Like you said. She's not—that's why...that's why I imagined doing that..." He coughed. "Doing that on her graduation night. When she'll be, y'know, old enough."

Applejack glared at him. "Ah done said don't try an' make this right, cuz it ain't," she said.

Rainbow Dash rolled her eyes. "Jeez, Applejack. Newsflash, Apple Bloom's gonna have sex one day and you can't do anything about it. So are Sweetie Belle and Scootaloo."

Applejack crossed her arms and settled into a deep sulk, scowling at everyone. In the tense, awkward silence that followed, Twilight coughed. "Umm...maybe now would be a good time to, y'know, stop all this?"

Sunset frowned. "Yeah," she said. "I think that's enough—"

And then her eyes flared white.

* * * * *

Twilight knelt down in front of Flash and put the condom just inside her mouth. With a bit of awkward fumbling, she lowered her mouth onto Flash's dick; he groaned and shuddered as her lips and tongue applied pressure to his manhood. Fifteen seconds later, Twilight sat back, wiping her mouth on a kleenex she'd produced from her pocket. The condom, slick with saliva, was snugly wrapped around Flash's dick.

"Oh, yeah, I've seen that before," Pinkie said, nodding.

"That was pretty hot," Rainbow said. "Also, pretty useful to know. Thanks."

"Well that was...interestin'," Applejack grunted.

Twilight started to retreat, but Flash took hold of her arm and held onto her. "Wait," he said.

Twilight frowned. "Wh-what?"

"I..." Flash's breath hitched. "Don't...don't tease me like that and just walk off."

Twilight blinked, then blushed. "Oh. Oh, oh no, umm..." She started to duck away, but Flash slipped an arm around her and reeled her in, then slid a hand up the front of her shirt. A shiver ran through her body as his hand trailed up her bare stomach, toward her bra, kneading her breast.

"Just let me," Flash said raggedly. "Please."

Twilight stared into his eyes, then swallowed and nodded. Flash stood up and stripped Twilight's polo shirt off, tossing it aside, then unhooked her bra and pulled it away. He cupped her bare breasts, squeezing and kneading them, pinching her nipples. He knelt down and undid her pants, sliding them down her long, smooth legs. He leaned forward and dragged his tongue up the inside of her beautiful lavender thigh. Twilight's breath caught in her throat, and she arched her neck back, closing her eyes.

Flash stripped off her panties, then sat back down on the couch next to Sunset, pulling Twilight into his lap. The other girls all watched as she straddled him, using her hand to guide him into position, then lowered herself onto him, groaning low in her throat as he penetrated her. Flash held her hips as she haltingly, uncertainly ground against him, taking as much of his length in as her tight virgin pussy could bear.

Across the room, Rainbow Dash slipped one hand inside her borrowed panties and began vigorously pleasuring herself; her other hand went inside her tank top and kneaded one breast. Next to her, Fluttershy, cheeks flaming, stripped off her own shirt and played with her breasts, her eyes never leaving Twilight's bouncing ass.

Before Flash could come, a giant windbreaker dropped over him and Twilight, and everything went dark.

"So, umm...who's next?" Sunset's voice broke in, echoing like thunder as the scene warped and shifted, snapping back to the reality of the girls sitting around the basement.

* * * * *

The girls and Flash all shook themselves as the vision faded. "What the hell, Sunset?" Twilight cried, face flaming. "Didn't we just say we were gonna stop?"

Sunset's eyes were glazed over, her irises contracted to pinpricks. "I...I don't know how that happened," she said. "I didn't even touch him. I..." She looked around at her friends, her voice small and frightened.

"I can't control it anymore," she whimpered. "I'm sorry..."

And then her eyes flared a brilliant white...

* * * * *

"Uh, look, maybe you and me, we could start over. As friends."

Flash had almost said "get back together", but his nerves had gotten the better of him at the last minute. He cursed himself for his awkward wishy-washiness. He took a deep breath, about to say more, when Sunset turned away from him.

"Uh, uh, sounds great. I gotta go!" Sunset said distractedly, dismissively, before jogging off and leaving him standing there like an idiot after baring his feelings to her.

"Cool, yeah! I want to start over later, too!" Flash sighed. "Hah..." He bowed his head and jammed his hands in his pockets, kicking at a stray pebble on the ground.

He felt a comforting hand on his shoulder. "Man, this is getting to be a habit with you, huh?"

Flash chuckled mirthlessly. "Hey Ditzy." He sighed. "I feel like such an idiot..."

Ditzy Doo wrapped her arms around him and hugged him tightly. "It'll be okay," she said. "Just try to talk to her again later."

Flash shook his head. "What's the point? I can't win with these girls...I'm such a loser..."

"You're only a loser if you give up, you know." Ditzy stepped in front of him and smiled. "I know what'll cheer you up." With that, she grabbed hold of his hand and dragged him into the clearing where they'd all told ghost stories.

They didn't notice the seven girls following them into the woods.

Part IV
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Part IV

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