Rarity had absolutely no idea what Rainbow Dash and Spike had planned for her the following day. Of course, the unicorn also had no idea why she even agreed to go along with their mysterious agenda in the first place. Granted, she did want to be more understanding of their viewpoints, and she didn’t want to be seen as a prude in either of their eyes. Unfortunately, the mare ended up feeling fairly apprehensive by the time the two agreed on a plan in secret, and then had Rarity agree to trust them.

So now, the unicorn bit her lip in trepidation as she blindly followed her friend, not able to say much while Dash’s technicolor tail was clutched in her teeth. Since she had a blindfold over her eyes, Rarity had absolutely no idea where Rainbow flew her off to after picking her up from the boutique. Now that she was back on her hooves, all she could gather was that the ground they were treading across was rather soft, and most likely natural Earth instead of any legitimate flooring; however, judging by how chilly the air felt, she wasn’t sure whether they were outside or indoors. Speaking of the air, Rarity could’ve sworn she smelled that dirty, heady scent before, despite not being able to tell from where.

Realizing how over her head she was getting herself into, Rarity’s cheeks blushed a deep shade of red; alas, it was still pretty easy to see despite how dark the tunnels were. When Dash glanced back at her friend and saw how she looked, she merely huffed with a smirk while carefully trotting throughout the mines. Even though she knew Spike said he’d make sure nobody saw either of them, the pegasus didn’t want to alert any guys of where they were and risk getting caught. So instead of whispering anything in assurance to the unicorn, Rainbow continued on through the darkness towards their destination.

As the musky smell grew stronger, Rarity grunted a little while being leashed by the tail in her mouth. She wanted to speak up and ask where in Equestria they were, but she had to pause her thoughts when she felt Rainbow stop for a couple seconds. A couple timid knocks on a wooden surface made the mare’s ears twitch, which was then followed by hearing a door latch unlock. After a second or two, she heard Spike whisper excitedly, “Great! You guys didn’t get lost! Come in, come in!”

Rarity was nearly yanked forward by the tail in her muzzle, and she quickly felt a soft carpeting under her hooves after taking several steps forward. By the time Spike closed the door and relocked it behind the two girls, Rarity finally spat out the tail and took off her blindfold. Her eyes squinted for a moment as she tried to adjust to the bright light, but a few seconds of blinking helped as she started to take in her surroundings. She gasped when she looked down at her immaculate white hooves, which were now noticeably stained in a layer of clay-like dirt. Fortunately, Spike was quick to hand her a box of wet-naps to clean her hooves.

“Here you go, Rarity,” chirped Spike with a smile, even though he was trying not to giggle in thought of how much dirtier she’ll get today. “I figured you might need this for now~”

While the unicorn snatched the box and frantically began to clean off her hooves, Dash sighed with a smirk and a roll of her eyes. “Really, dude?” she asked the drake with a raised brow. “Given what we’re planning with her, do you really think she should care that much about being clean?~”

Rarity stopped her scrubbing for a second to shoot a nasty glare at Dash, not wanting to think too much about whatever it was they were planning. Fortunately, Spike spoke up before the unicorn could say anything she’d most likely regret. “Hey, come on. You can’t just expect her to get into it immediately. You needed a little time to adjust to things too, remember?~”

That response made the pegasus’ muzzle wrinkle a bit, and she looked away timidly with a small shrug of her shoulders. “Well, uhhhh… okay, fair point.”

Meanwhile, Rarity was still wiping the dirt from her hooves as she looked around the odd-looking room. Aside from her two friends, as well as the doorway to an adjacent restroom, the only discernible features the room had were a couple of empty beds and a shelf covered in a white sheet. However, the unicorn immediately took notice of the slanted and jagged stone walls that made up three-quarters of the room, and gasped in realization of where she may have been. Even with the carpeting and fourth wall added to this space, Rarity didn’t need to be a world-class designer to see she was in a furnished cave. Her left eye twitched strongly, and she looked back at Dash and Spike with an expression that bordered between confoundment and unbridled rage.

“Did… did you two SERIOUSLY--”

“SSSHHH!!!” Before Rarity could explode into a furious tirade, Spike lunged in and clutched her muzzle shut with a claw. “Rare, keep it down!” he hissed with a worried look on his face. “They might hear you!”

Rarity quickly swiped the drake’s forearm away from her face, but not too long before Rainbow added insistently, “Listen, you can’t just yell at us and let everyone know you’re down here! At least put up a sound-proofing spell or something!”

“YOU…” The white mare had a vein popping from her neck as she pointed at the two with a shaky hoof. She was just about to scream at them for bringing her down to these caves of all places, but was able to keep her words temporarily paused for a moment in thought. Even though she was rightfully enraged at both of them, she couldn’t deny that Dash had a point. If any of these brutes overheard her voice, especially in association with Spike and their recently sluttified friend, it might be hard to explain herself in a dignified way. Plus, the unicorn almost forgot that Twilight taught her that sound-proofing spell a few months ago.

So after several seconds of reflection, Rarity sighed and lit her horn, shooting out a wave of her blue aura that gave the room an enveloping hue. Spike and Rainbow breathed out in slight relief, not wanting the mare to out herself while the Diamond Dogs were outside.

Unfortunately, the two immediately tensed up the instant Rarity finished her sound-proofing spell, and put it to good use by screaming, “ARE YOU TWO OUT OF YOUR BLOODY MINDS!?! YOU SERIOUSLY BROUGHT ME DOWN TO THE DIAMOND DOG CAVES?!? FOR THIS?! YOU TAKE ME OUT OF HERE RIGHT NOW, OR I SWEAR TO CELESTIA--”

“RARITY, WAIT!!” yelled Rainbow as she interrupted her friend and stuck a hoof directly against Rarity’s lips. In the split-second the mare’s enraged face was silenced in surprise, the pegasus was quick to say in defense, “Listen, I KNOW how it looks, alright?! And believe me, I know you have every right to be pissed! But before you tear our heads off, will you at least TRY to hear us out?! We wouldn’t have brought you down here if we thought it would be bad for you!”

Rarity’s eyes narrowed on Dash angrily, like she was just about to hit another friend in the face. Fortunately, Spike stepped in beside Rainbow to say in addition, “Right now, not a single Diamond Dog thinks it’s you down here with me! They don’t even know that Dash is here! And I promise you, if you agree to listen, none of them will know that either of you were here! I’ll Pinkie Promise it, alright?”

The white mare’s nostrils were flared and panting like an enraged bull, but her eyes soon moved from Dash’s worried face to Spike’s. After exhaling in a seething hiss, Rarity tilted her head and said in a loudly blunt voice, “Oh, is that so? You mean after the LAST TIME you Pinkie Promised something to me?!?”

Spike winced and looked away for a second, not wanting to argue with that point after yesterday. That was when Rainbow came back into the discussion and replied, “Hey, come on! It’s not just about you, okay?! I’m down here too, and I don’t want any ponies knowing that! And given how he kept my real internship with the Wonderbolts a secret from everypony, I think I can trust him here too! So if you’re gonna bitch at us, at least wait until after he finishes his point! Deal?”

Rarity stayed silent for another moment, and closed her eyes as she breathed out in overwhelming stress. Her expression was still undoubtedly pissed-off, but Rainbow’s statement was able to hold some validity in the unicorn’s frazzled mind. Technically speaking, Spike had kept that secret about Dash’s promiscuity hidden fairly well. In fact, if it wasn’t for her argument with her the previous day, Rarity was sure that she’d never catch on to the fact that her prismatic friend was now “sexual property” of the Wonderbolts.

So, after a pregnant bout of silence, the white mare sighed before reopening her eyes. “Well… fine,” she stated in a still firm-sounding tone of voice. “If you think you have a good reason for bringing me down here, despite knowing very well what I went through the last time I was in these caves, then I want to hear it.”

Despite Rarity’s obviously peeved tone, Spike still sighed with a thankful smile as he nodded. “Thank you, Rarity. And believe me, I took every precaution to make sure none of them will even see you during this.”

Rarity blinked a couple times as her head tilted in confusion. “Wait, what do you mean by tha--”

“Let me finish,” interrupted Spike with a raised claw while keeping his tone calm and reassuring. “Now, I know you went through a lot because of those guys, and I can understand you not wanting to be back here. But you also said you forgave them yesterday after they showed up to your shop, right?”

Rarity bit her lip, and looked away apprehensively while giving a weak shrug. Rainbow knew that it was a sensitive matter, but she still felt the need to add on Spike’s behalf, “Plus, it’s not like any of them, like... abused you while you were here last time. Like, not sexually, at least. I think you said the worst that happened was one of them smacking you on the ass, right?”

That addition made the unicorn groan with a flat glare on her friend. Dash may have not been wrong on her assumption, and the unicorn knew that the Diamond Dogs could’ve acted much worse than they had. Nevertheless, being forcefully dragged underground and chained-up to do manual labor was still a mortifying experience to say the least. Despite how well she managed herself during that brief moment of being kidnapped, Rarity still felt uncomfortable being in the same area she was held by her former captors.

Luckily, Spike was able to see the mare’s upset expression, and placed a claw on her shoulder assuredly before saying, “None of them are going to hurt you, alright? I promise you that. Cross my heart, hope to fly, stick a cupcake in my eye. I would never forgive myself if anything bad happened to you, or any of my friends.”

Even though she could tell the drake was being genuine, Rarity only gave a brief nod in understanding. After Spike pulled his claw away, Rainbow said, “Look, I know this is really weird, but you remember what we were talking about last night, right? We actually have some good reasons for trying this here.”

“Do you?!” questioned Rarity with a baffled tone as she gawked at the pegasus. She didn’t want to act too flustered, but the fact that Spike and Dash were serious about this made her ask in a frazzled tone of voice, “Wha… I… I just… What reasons could you two possibly have for having me do this?! I mean, I know what we discussed, and… a-and I’m not saying I’m against… p… pushing my boundaries…”

The white mare paused briefly to look down at her hooves and bite her lip. Her face blushed a little deeper for a second, but she tried not to think too much about her reasonings as she exhaled and brought her head back up. “B-But! I… I seriously don’t see why having me do this is any simpler than just… me doing something with one of you…”

Rarity glanced away from both of them again, not wanting them to see how badly she was blushing from saying something that blatant. Even though Spike and Rainbow both blushed a little in response as well, the drake was the first to breathe out and reply, “Well… It’s not like Dash and I had sex before any of those guys. I mean… after you do things like we did, it… kinda helps make sex with a friend seem more casual.”

“Yeah!” stated Dash with a shrug and a smile. “Like, if you can’t suck a bunch of anonymous cocks, then how do you expect to do things with someone you know?”

Spike motioned up to Dash with a raised brow and a smirk, not needing to say it any better than she did. Even though the pegasus’ point was fairly crude and poorly-worded, Rarity still thought it over with a skewed muzzle. Upon realizing that Rainbow wasn’t necessarily wrong on her viewpoint, the unicorn eventually breathed out and shrugged in slight hesitation. “... touchè.”

“Plus,” added Spike as his tone turned more comfortable-sounding, “Dash and I weren’t sure if doing something with anonymous ponies would be right for you. Like, if we took you to a glory-hole up in Ponyville, you’d probably end up worrying about getting knocked-up or something, right?”

Rarity raised her brows and nodded with a skewed muzzle. "Well… venereal diseases play a large factor too, but… yes, you’re right.”

“Well, the Diamond Dogs are clean in that regard,” stated Spike in utmost assurance. “Like, they take hiring breeding bitches really seriously. None of the dogs have anything, and they only hired girls they knew were clean as well. I checked the medical records and everything.”

Rarity wanted to ask how or where the Diamond Dogs actually got medical records, but Rainbow spoke up before she could say anything. “Plus, unlike ponies, there’s no way a Diamond Dog can get you pregnant! It’s literally impossible! Ponies have like, sixty chromosomes total, but Diamond Dogs only have thirty-nine. Not even magic could do that, so there’s no reason to wear a condom!”

Rarity winced a little at that last detail (especially when she saw how excited Rainbow got from saying that), which prompted Spike to add insistently, “Buuuutttt… there are a lot of condoms on the shelf if you want them. I mean, I don’t need to use them, but I won’t judge if you or Dash do.”

“Pbbbt!” Rainbow rolled her eyes and scoffed at how the drake included her in that assurance. “Yeah right! I already go raw with the Wonderbolts! You better believe I’m going raw here~”

“Wait, WHAT?!” Rarity’s jaw dropped as she stared at the other mare, not expecting her to say such a thing. “Are… are you serious?!”

“What? Wonderbolts have the strictest medical screenings ever! They get regularly tested, so it’s not like--”

“No, not that!” interrupted the unicorn with a wave of her hoof. “Although… that’s also quite surprising. But regardless, are you… really going to do things with the Diamond Dogs?!”

“Uhhh, did you see how big that guy’s cum puddle was in your bathroom?! I’d be stupid NOT to get a mouthful of that!~”

Rarity almost gagged a little at that unneeded detail, but Spike was quick to say in addition, “Plus, it might make you more comfortable if you’re not the only mare doing anything. In fact, the two of us were planning to start ourselves, and you can get a chance see how it goes. If you don’t wanna try anything, you don’t have to. We’re just putting the offer on the table just in case.”

Rarity bit her lip in contemplation, even though she was grateful that her friends were going about this plan in a respectful manner. Plus, the fact that nopony knew she was here helped to make her feel a little better. Not feeling as flustered or upset as she was a few minutes ago, the unicorn was able to breathe out calmly and nod her head in acceptance. “Well, I… I suppose if…”

Despite not feeling a hundred-percent comfortable with what Dash and Spike were wanting her to do, Rarity was still able to speak apprehensively while her blush deepened. “If you two promise not to judge if I don’t participate, then… then I suppose I can stay and… m-maybe watch…”

“Awesome!” Rainbow made sure to hug her friend lovingly in response to that answer. “And trust me, Rare, I won’t call you a prude if you choose not to do anything. Just agreeing to stay means you’re cool in my book.”

“Oh, so I wasn’t before?” asked Rarity coyly with a raised brow. While Rainbow giggled and nudged the unicorn playfully, Spike smiled while looking between the mares and the built wall.

“Well, since all of that is out of the way…” Glad that his friend and former crush wasn’t too upset, he hoped she wouldn’t react too strongly as he went and pulled the sheet from the shelf on the back wall. As soon as the fabric was pulled away, showing off the plethora of sex toys and items the Diamond Dogs accumulated over the years, Rarity gasped in shock with a hoof over her mouth. “Oh my goodness!” shrieked the mare with her blush a full-blown red. “Are… are we going to use those?!”

“If you want, but you don’t have to.” Spike pulled out the large box of condoms that laid on the bottom rack, and placed them on one of the bare mattresses for Rarity to see. “I just wanted you to know where these are.”

He then grabbed a small key that was placed on the end of the shelf, and grinned devilishly as he went back to the built wall in the makeshift room. “When I was chatting with Rover, he mentioned a neat little detail this room had for their Breeding Bitches. And since you two are gonna be anonymous, I figured you’d both appreciate this…”

As he went up to the doorway, Rarity and Dash soon noticed a tiny keyhole that was neatly hidden in the wall beside the door frame. Spike stuck the key inside of the hole, and turned it to make a distinct click. That was when a large section of the wall fell down, hanging from a few hinges to reveal a long slat of exposed framing with several small doors inside of them. Rarity looked confused at what that hidden compartment was for, but Rainbow quickly grinned as she realized what it was. Upon seeing that the open section of the wall was at the exact height as their backsides, the pegasus’ tail instinctively began to raise in anticipation.

Spike grinned back at the two widely as he opened one of the little door slats, revealing a cut-out hole to the outside of the room. “These,” he said in giddy anticipation, “are the Diamond Dogs’ glory-holes~”

Rarity gulped worriedly while her lips were pursed shut. Rainbow however, was grinning just as wide as Spike was. “Hooooooh boy~” she said with a small shudder. “I gotta say, these guys know to build a good wall.”

“You’re telling me,” replied Spike as he leaned beside it with a claw, making sure to keep the hole open as a waiting advertisement. “They also have rules about not peeking through the holes, so you two won’t be seen by any of them. I already told Rover I found a friend or two that might use these today, so I doubt we have to wait too long for someone to…”

Even though Rarity’s sound-proofing spell ensured nobody would hear them from the outside, the magic bubble only worked one-way. So while no one could hear Spike’s words slowly trail off, he and the mares could hear a couple mutters and pawsteps from outside.

“Hmmm?~”

“Hey, one of the holes is open!”

“Ooh, nice~ You think it’s that dragon slut again~?”

“Either that, or Rover was right! Maybe Spike did bring some friends!”

“Unnnfff…I really hope so. I only got a clawjob yesterday, and I was needing something better today…”

They then heard a couple of loud knocks from the other side of the wall, before an unknown Diamond Dog said, “Hey! Is this open for business?~”

Without hesitation, Spike stuck his little claw out of the hole, and pulled his extended finger back a couple times to emphasize he was ready. As soon as he brought his claw back in, the drake heard him say with a groan, “Ooh, is that you, Dragon Slut? I was hoping to see you again~”

Rarity and Rainbow saw how much the little drake shivered with a bit lip and a smile, clearly loving the attention he got from guys in this way. Even though it was a stark contrast to how he used to be a few months prior, being a dragon that was appreciated for sex was probably more fulfilling than being a dragon with little appreciation period. Instead of looking nervous, or even a little flustered at what he was about to do (especially in front of two of his friends), Spike shamelessly ran his claw along the rim of the glory-hole in wait. After a brief moment, they heard the Diamond Dog growl eagerly from the other side of the wall, which was then followed by a small whump as he got his body up against it.

“Therrrrrrre we go~” purred Spike with a randy smirk as he saw the thick, meaty canine cock poke through the hole in all its knotted glory. Rarity gasped at the sight of such an appendage, and had to look away for a second with a hoof raised to cover her sights. Meanwhile, Rainbow just groaned with a bit lip as she saw how hefty the dog’s member looked in front of the little dragon. Despite the fact that Rarity was standing right beside her, the pegasus’ wings began to unfurl while her hind-legs fidgeted in envy.

“Damn,” groaned Rainbow to herself as her tail flicked around a little, involuntarily fanning her growing scent while her marehood started to glisten. Luckily, the slutty mare was able to keep from touching herself as she nudged her friend and said casually, “Talk about a Red Rocket, huh?~”

“Ugh!” Rarity was already more than a little uncomfortable, but that stupid joke was enough to make the mare roll her eyes in disapproval. Meanwhile, Spike licked his lips while his face was a mere couple inches from the Diamond Dog cock. One of his claws soon came up to grasp at the veiny shaft, which instantly twitched in response to that familiar touch. He glanced back at Dash and Rarity for a second, making sure neither of them would try to object to what he did next. Even though the unicorn still looked a bit apprehensive, Rainbow’s antsy and lip-bitten expression prompted him to go on. While his claw gave several slow, teasing strokes to the doggy cock sticking through the hole, Spike licked his lips before closing his eyes and leaning in to wrap his lips around that pointed cockhead.

“Nnnnnnn…” That rich, musky flavor instantly caused the drake to shiver the moment it hit his reptilian tongue. While the raw taste of this sweaty cock was more than enough to make Spike’s heart race, the fact that he was being watched by two of his friends (one of which being a former crush of his) was what made his cheeks start to blush profusely. He closed his eyes as his tongue wrapped several times around that fleshy shaft, causing the canine to shudder and groan hard from the other side of the hole. Even though most of his focus was spent giving an acceptable blowjob to the Diamond Dog, Spike was still aware enough of his surroundings to keep himself slightly to the side so his spectators could get a decent view of his work.

His lips soon wrapped around the canine’s twitching head, which caused an even shakier moan to be heard through that little hole. Meanwhile, Spike quickly got into a familiar rhythm after pulling his tongue back, allowing his mouth to slide down that glistening shaft without any sign of hesitance. The moment Rarity was able to glance back at her drake with an apprehensively wrinkled muzzle, she breathed in sharply through her nostrils when she caught sight of his throat being bulged out by the dog’s member. But despite how crammed Spike's mouth may have looked by that cock, he was still able to to groan out in lustful pleasure before sliding his lips back to the head.

While the dragon got himself into a slow rhythm with each bob of his head up and down that cock, Rainbow Dash was looking redder-faced by the second while biting her bottom lip hard. After huffing through her snout in pent-up need, the pegasus pulled her foreleg off of her friend, and used it to keep herself balanced while her other hoof slid back towards her nethers. Rarity wanted to gasp in shock when she realized what Dash was going to do, but any audible reaction she could’ve gave was fairly muted as she stared in silent shock.

“Ahhhhh!!~” Rainbow let out a guiltily slutty moan as her hoof pressed in against her wettening lips. She was already rather enticed as soon as they got into this room, but seeing her equally promiscuous friend sucking some meaty cock was more than enough to get her officially riled-up. Even though she felt a little weird doing this so close to her still-hesitant friend, the cyan mare couldn’t necessarily apologize when hiccuped moans escaped her mouth before any words could. As her eyes remained half-lidded and focused on Spike’s increasingly thorough use of his mouth, her hoof eagerly started to slide up and down her dripping slit to make it wink repeatedly.

Rarity may have taken a step or two back from her enthusiastic friend’s masturbating, but her eyes remained wide-open while gawking at the lewd sight. After all the years she knew Rainbow Dash as an independent and confident flier, seeing her acting like such a sex-crazed deviant was far from anything she would’ve expected. Part of her wanted to question what the pegasus was doing, but she couldn’t necessarily say much while Spike was sucking some random canine cock just a few feet away from them. Plus, despite her own dispositions, the white mare had to bite her lip with a faint groan when the scent of her friend’s arousal began to grow more evident between them.

The unicorn may have not had many romantic encounters in her life (and especially not with another mare), but she couldn’t help blushing when her eyes began to trail across Rainbow's back and towards that raised tail. By that point, Dash was openly moaning in a weak and shaky tone, barely able to keep her eyes open while rubbing her marehood vigorously with her now soaking-wet hoof. The sight of Spike sucking that Diamond Dog cock with such determination and care, combined with the muffled moans they could hear from the canine through the wall, were certainly enough to make the pegasus’ clit wink repeatedly between her legs. Of course, even though the action in front of her was beyond hot, it wasn’t long before Rainbow noticed how blushed Rarity looked while staring directly at that glistening cunny.

“Mmmmm…” Noting how flustered and cute the unicorn looked with those reddened cheeks and a bitten lip, Rainbow licked her own as she purred in contemplation. She didn’t want to push anything on Rarity right now, especially considering how soon it’s been since she reluctantly agreed in the first place. However, judging by how the usually prim and proper mare was looking, Dash was willing to bet good money her friend’s tail was starting to raise instinctively as well. So after another couple seconds of thought, Rainbow breathed out in a confirming shudder and decided to go for it.

“You… You know…” Rarity may have been one of her closest friends, but the slutty pegasus barely flinched when she turned her backside towards her with her hind-legs spread apart. She kept her tail raised high to keep her marehood completely exposed, and used her dripping hoof to spread her lips open to show off the smooth pink folds inside. Rarity gasped silently, but her body was completely frozen as she watched her friend present herself and look back at her lustfully. As the cyan mare’s clit winked in even quicker succession, her spine tingled in excitement as she said in an eager moan, “You… Y-You should really take a picture if you like staring at me like that, Rare~”

Even though the sight of her friend’s drooling cunny caused Rarity’s hind-legs to quiver especially hard in response, the unicorn finally broke her eyes free from that sight while her face glowed a bright shade of red. Unfortunately, as soon as she turned away from Rainbow’s spread-open form, her head was craned back towards Spike taking that Diamond Dog cock. Due to being distracted by the pegasus slut’s snatch, Rarity almost didn’t realize the canine’s moans were growing louder through that hole. Meanwhile, the whorish drake was trying to make muffled groans in pleasure while taking that doggy cock to the knot. Each time his nose pressed in hard against that musky knob of flesh at the base, a very noticeable bulge could be seen from Spike’s scaled throat.

Rarity muttered a brief “Oh, goodness” with a heavy shudder, not expecting to see Spike take so much cock without showing any difficulties. She may have known how popular the drake was around town for his… charitable efforts, but actually seeing him in action was far different than she expected. Due to his size, the unicorn would’ve thought he’d look vulnerable or defenseless while performing countless acts of varying depravity. But much like that eventful night in the Dragon Lands, Spike just appeared completely carefree and in his element with each bob of his head up and down that meaty cock. Heck, given how massive that member appeared when it first poked through the glory-hole, Rarity was actually a little impressed he could take it all.

“Nnnnnnghhhh…” Rarity wasn’t sure how long she was staring at the slutty drake while her hind-legs crossed together tightly, but it was long enough for Rainbow to end up laying with her chest on the ground. Meanwhile, her hind-legs were still braced up and wide-apart to keep her marehood completely exposed. As she kept rubbing her clit teasingly, albeit at a slower pace to keep from climaxing too soon, her eyes locked on Spike’s blowjob as well as she moaned, “Y-Yeaaahhhh… Be… Believe me, Rare. I… I got jealous the first time I saw him suck cock too~”

It took Rarity a good three seconds to catch what her friend said, but her shocked gasp came out more as a shivered breath due to how weak her composure was getting. “I-I-I’m not… I’m not… j-jealous, Rainbow,” uttered the unicorn in a weak and unconvincing tone, “I-I… I just…. Didn’t expect Spike to… d-do that so well…”

“Uhhh… Uh-Huh,” grunted the slutty pegasus before finally being able to pull her soaking hoof away from her cunny. “S-Sure. You… keep telling yourself that…” After shuddering especially hard with her marehood clenching a few times for her friend to see, Dash finally got back on her trembling legs while biting her bottom lip hard. “Unnfff~ I… I can’t ta--”

“--TAKE ANYMORE!!” groaned out the Diamond Dog through the wall. Even if the sound-proofing spell worked both ways, Spike would’ve known that the canine was close from how strongly he felt that rigid cock throb between his lips. With only a whimpered moan being able to come out of his stuffed mouth, the drake clenched his eyes shut and sunk that member as far back as he could down his gullet. His throat clenched all too rhythmically and teasingly down, kneading and massaging that canine cock to perfection. Spike skillfully gave the last push that haired bipedal needed, which caused him to let loose inside the slutty drake’s mouth with a loud animalistic groan.

“Mmmmmphhh… MMMMPHH!!~” Spike’s entire body quivered in unrelenting pleasure as the Diamond Dog erupted, sending a massive volley of his cum straight down the drake’s hungry gullet. Spurt after spurt of thick, immensely rich canine cum shot down his throat, which caused the slut to immediately start swallowing to keep from spilling any. Rarity, who was already quite flustered from all the lewdness both of her friends were giving off, could only gawk with a dropped jaw when she saw just how eagerly Spike gulped down each mouthful delivered to him. She may have not been able to see much of the canine’s actual load (aside from the small trickles coming from the corners of Spike’s mouth), but the large bulges that traveled down his throat while he swallowed were more than enough to ensure her that the dragon really was experienced when it came to this sort of debauchery.

Rarity almost missed her prismatic friend scurrying along with wobbly steps, abandoning her masturbation session in favor of moving over towards Spike. She had only enough time to raise an eyebrow before Rainbow took Spike’s head in her hooves, pulling him with a wet schlicking sound off the still firing cock, whose load simply continued to splatter between the two. The pegasus then suddenly yanked Spike upwards, and pressed his cum-smeared lips against hers.

The drake was moaning loudly as Rainbow slipped her tongue into his mouth, scooping up dollops of cum he hadn’t swallowed yet so she could swallow them herself. Their lips smeared in the male ejaculate as both of them voraciously ate up each other’s mouths in a heated kiss. Their tongues were dancing, wrapping around each others and spreading the lewd white substance around. The salty taste was clearly enjoyed, judging by the sultry and throaty moans that escaped them. It took at least a minute until their wet lips parted, with a couple cum strings connecting their mouths and showing off their lewd, slutty bond. It was something that made Rarity’s mouth go completely agape, though it didn’t really stop her marehood from tingling and getting slightly moist.

“Mmmmm…” After swallowing the last of the canine’s pent-up load (whose cock had disappeared back through the hole some time during their makeout session), Rainbow moaned through her messy lips before licking them sultrily and staring back at Spike. “Oh, man… you have no idea how much I wanted to taste that load that was left in Rare’s place~”

Rarity shrieked in shock, “You WHAT?!”

“Trust me, Dash,” said Spike with a carefree shrug and a lustful stare back at the slutty pegasus. “It was nothing compared to tasting it fresh~”

During their intense kiss, it seemed that a large smear of that first load was spread across Rainbow’s chin. After leaning up with his tongue to slowly lick it up, Dash shuddered enticingly and brought him back in for another deep kiss. Meanwhile, Rarity had to look away in slight discomfort of her friends’ affections towards one another. The two may have made things clear to the unicorn that their relationship wasn’t particularly love-based, but it was hard to feel that way when seeing them make out like a high-school couple between classes.

Rainbow then looked over to Rarity with a small smirk, “Heh, I say we got a rise out of Rares.” As if to emphasize that point, she indicated to the mare’s raised tail before adding, “But maybe she’s just jealous that she doesn’t enjoy the ‘Friends with Benefits’ advantages herself...yet~” she purred seductively fluttering her eyelashes.

Rarity, who still wasn’t exactly sure how to process such an advance from another mare (let alone one of her friends), looked away with a shiver while blushing even deeper.

“Hey, come on,” piped Spike in a more comforting tone as he looked up at Rainbow in disapproval. “We promised we wouldn’t push her, alright? If she wants to just watch, that’s all she should have to do. Let her choose herself.”

Even though she knew her draconic friend was right, Rainbow still sighed with a strong roll of her eyes like she was being chastised by her Mom. “Oh, fine,” groaned the pegasus, not wanting to push things with the unicorn even further and risk having her freak out. Fortunately, before anything else could be said, the sound of shuffling Diamond Dogs through the wall caused Dash to quickly light up with a grin and look towards the glory-hole. “Besides… I have a feeling someone else is just about to--”

Before she could even finish her statement, an even thicker canine cock poked through the wall, almost not being able to fit due to the knot being as wide as the hole itself. After muttering a faint “Thank Celestia,” under her breath, Rainbow turned herself around and lifted her tail in response to such a temptingly large member. Without much warning for Rarity, she could only watch in shock as her former Tomcolt of a friend backed herself up, and quickly skewered herself on that meaty cock. “Ahhhhh!!!~ G… Goddess yesssss….”

This Diamond Dog’s cock may have been noticeably thicker than the first one, but the pointed tip was more than convenient enough to help sink that cockmeat between the slut’s drooling lips. They parted without much resistance, before stretching out notably as the thicker part sank deep into her, making Rainbow howl in pure unadulterated ecstacy. Her ample lubrication thankfully was a big help in getting this cock into her, and she couldn’t help but press her plot hard against the wall, whimpering in clear need as the last few inches were buried into her dripping snatch. Her cunt was winking and clenching desperately around the cock, not wanting to ever let this pleasurable rod go of the tight confines of her athletic pussy. The feeling of the mare’s strong clenching made the Diamond Dog groan in clear appreciation.

The canine then pulled slowly out, making Rainbow whine as her walls were pulled as well. Her labia almost turned inside-out from the tantalizing force and thickness, not that she seemed to mind as the Diamond Dog used her for his own pleasure. Groaning hard through her bitten lip, Rainbow kept her backside firmly against the wall in dire need for penetration, only being able to imagine how flooded her womb could get from that heavy of a volume of Diamond Dog cum. However, before she could think too long about that feeling and grow any antsier than she already was. The mare was rewarded for her patience just as the doggy cock’s tip teased the outside of her repeatedly winking marehood.

“Oooohhh… so we got a girl this time, huh?~” asked the raspy voice through the other side of the wall. Since Rainbow was pressed so hard against that hole, her marehood was practically sticking out through the hole in need of some real rutting. As that twitching cock circled around her outer walls for another moment, he made sure to say while bracing himself, “Well then… I hope you don’t mind me not using a CONDOM!!”

Rainbow screamed out in a mix of intense pain and pleasure as she felt that massive cock ram back into her, with that meaty knot hitting her lips hard enough to risk bruising; fortunately though, the only reply Rainbow made after her first yelp was a hungry moan while staying in place for more. While the prismatic slut got herself well-acquainted with her first helping of doggy cock, Spike glanced over at Rarity as he walked towards one of the currently closed glory-hole doors. “If you want,” he suggested as he pointed towards the large shelf of lewd items behind the blushing unicorn, “you can probably find something over there to have fun with. I already made sure they’re clean, so help yourself!”

He then opened a second hole in the wall, making sure to leave a closed one between his and Rainbow’s just in case. As soon as the hole was exposed, and he gave a couple friendly knocks to his side of the wall with a claw, exactly four seconds passed before a cock shoved through the opening. Before he could even get a good read on how large or thick the appendage was, Spike closed his eyes and gave the underside a long and eager lap with his tongue.

The drake hummed in satisfaction at the salty taste, quickly slurping the side of the shaft teasingly and lubricating it thoroughly for another bout of throatfucking. Pre quickly formed on the cock’s tip, something Spike quickly scooped up on his tongue to suck it back in. Diamond Dog cocks certainly were something quite remarkable, seeing as the pre was flowing freely and spewing from the cock at this point. They were so virile. He used his claws to stroke the base, eliciting some growls that made the drake shiver pleasantly, while his maw continued to glide up and down the side. At least until he couldn’t take it anymore, and he shoved the cocktip into his mouth to gulp down the tasty canine pre. Soon enough Spike found himself bobbing down another cock, while listening the high-pitched moans of his rainbow-maned slut of a fuckbuddy.

He turned his eyes for a moment, seeing the goofy and cock-addicted look on her face as she braced her forelegs to have her plot stay firmly on the hole, while loud banging could be heard from right behind it. This Diamond Dog certainly seemed to love to play rough with how much force he was putting into it. And judging by the envious smirk on the drake’s face, Spike kinda hoped he would also have such an encounter later on.

By this point, Rarity’s tail was undoubtedly flagged-up for good as her marehood grew wetter by the second. Despite how shocking and… disturbingly enticing the action in front of her was, her legs shakily moved back towards the shelf behind her. With a small sideways glance, the unicorn was able to see that the Diamond Dogs had a surprisingly decent selection of adult toys and products. She didn’t want to ask where these brutes got such things, but given how many males are living in such a confined place underground, she couldn’t necessarily blame them for putting so many investments in their methods of relief.

Much to her astonishment, she even saw a sybian machine among the collection on the bottom shelf. She may have kept a dignified appearance in her career and in public, but that device was certainly something that had piqued Rarity’s interest for a while. It was a half-cylindrical machine that’s supposed to be placed on the floor, with a beige longish spot that would vibrate a mare’s entire crotch region, with the addition of a nub poking out of it. The beige region could also be swapped out, and seeing from some of the items on the shelves, they also had something that had two nubs, which was specifically made so a mare could enjoy it in both of her holes at the same time. How the Diamond Dogs learned about such a device, let alone been able to afford it, was something Rarity was sure she’d never figure out.

She couldn’t help but bite her lip before looking back over to her friends, who were clearly too invested in their current activities to take notice of her. Rainbow Dash was barely able to stay on her hooves as she let herself get fucked silly, with each thrust plowing into her hard enough to make her moans come out weak and involuntarily. Meanwhile, Spike was eagerly jerking off his canine’s knotted cock while dragging his tongue along those thick, musky orbs underneath.

“I can’t believe I’m doing this,” she muttered under her breath as she lit up her horn. She brought the sybian machine out of the shelf and over to her, placing it so that she could get a good look at her friends. She then looked to the shelf with the two-nubbed part for the machine, rubbing her thighs together before sighing and simply switching them out. Despite how apprehensive she felt, it simply wasn’t something she could pass up. If she was really going to do this, she might as well do it properly.

After everything was prepared, she stepped over the nubs with her legs slightly spread, before she slowly lowered herself with a bit lip. She gasped slightly as she felt the nubs poking her in both of her holes, but were fortunately small enough to cause little resistance before sinking into her. Rarity couldn’t help but shudder with a barely audible coo, the sensation feeling quite pleasing after all the arousal she felt from her friends’ shows. Soon enough she was comfortably seated, with both nubs feeling quite nice to have there. After settling on top of the device with a strong exhale, she levitated the remote control up to switch the sybian machine on.

Instantly the machine whirred to life, causing Rarity to let out an undignified squeak in surprise at the strong stimulation. She felt her entire nether region vibrate strongly, reverberating hard through both nubs to also feel it along the inside of her pussy and ass. The tantalizing sensation made Rarity’s muzzle open wide, but absolutely no sound came out of her mouth. Instead, the mare could only squirm and writhe through the vibrations as she breathed rapidly from the fur-tingling titillation being delivered. Her eyes then fixed forward to her two dear friends again, her mind clearly craving for some visuals to increase her pleasure further.

The stimulated unicorn’s focus first went towards Rainbow, who clearly seemed the more vocal of the two. “Ohmygosh,ohmygosh,ohmygosh!” she continuously moaned out as she got a hard rutting from behind. Judging by the smears of marecum that were running down the walls, as well as the wet squishes that accompanied each hard buck of the Diamond Dog’s hips to spear her soaping pussy again and again, this was obviously something her friend wasn’t regretting in the least.

“Mmmmm… That’s right, you little cum-dump,” growled the canine through the other side of the wall while pounding Rainbow. “Take it! Take it, you slut! You know you wanna have my puppies…”

“Ahhhh!!!~” Rainbow had to clench her eyes shut as she moaned shamelessly to those degrading words. Despite how confident and independent she acted in public, now the pegasus looked completely lost in submission as she said a little too eagerly, “I… I do!!~ G… Give me your puppies!!!”

It wasn’t clear if it was Rainbow’s heavy libido, or just knowing that the sound-proofing spell was still up, but the way she said that statement was so utterly guilt-free that it almost sounded true. While Rarity continued to shiver and ride her machine for all it was worth, she groaned through her gritted teeth while envisioning that kind of feeling herself. Even though she knew that her friend couldn’t actually get pregnant from a Diamond Dog, she wouldn’t have been too upset if Dash did somehow. Of course, the unicorn was sure that was just her mind getting rather clouded from the questionable actions she was performing in front of her two promiscuous friends.

Spike wasn’t acting too differently either, at least when it came to the roughness. The drake had abandoned the bobbing of his head, in favor of having his mouth pressed through the hole to get the canine do the work. The Diamond Dog certainly made use of that vulnerable position of the drake as he enthusiastically fucked the hole, and with that the drake’s face in an especially lewd way. Pre and spit were running down the drake’s chin and along his body during his messy oral session. The little slut gurgled all the while in approval as his throat was stretched out repeatedly, with each thrust delivering a massive force as he took the facefucking like a true grade-A slut.

“G… Get ready, whore!” moaned out the Diamond Dog plowing Rainbow as his voice turned more hoarse. “You… you’re gonna get it, you pony bitch!!!”

“Yessssssssss! C...Cum! F...Fuck me up! B...Breed me like the pony bitch I am!” she moaned sluttily in response, her tongue lolling out as she neared her own climax at a fast pace. Her walls were gushing quite generously with her juices as it pulled the angrily red canine cock in. Her snatch was practically quivering in excitement of this hot Diamond Dog cock, and the seed that would be the first of many to taint her whorish hole. Meanwhile, Rarity was convulsing on her machine while moaning at her friend’s debaucherous actions, unsure whether she felt more enticed or envious of her words.

“Ahhhh!! AHHHH!!!” Spike, who was still diligently taking his Diamond Dog’s thrusts into his fucktoy of a throat, tensed up while his face was tightly against that glory-hole. The canine’s groans were as erratic and primal as the other’s, indicating that both of their sluts would be filled in near unison. And with the the increasingly contemplating unicorn watching both of them, the dogs’ moans came out at almost the same time.

It was only a moment later with a loud groan that the dog on Spike’s side erupted, his balls pulsing as they pumped their creamy load down his slutty throat, something the willing drake accepted all too willingly. The thick seed ran down his gullet at a teasingly slow pace, providing him with the most tasty and depraved meal a slut like him could ask for. Spike himself kept his mouth pressed through the hole, not caring for the lack of air at the moment, and just to get as much of that canine cum into his stomach. At almost the same time, a certain prismatic mare shrieked quite loudly.

Rainbow had reached her own point of no return, just as the other Diamond Dog who suddenly hilted himself inside her wet luscious fuckhole with a heavy grunt.

“Here it comes you cheap pony whore!” he growled out as his balls erupted with his seed, making his hot baby butter splatter against the sensitive walls of Rainbow’s womb and bathing it in its sticky sperm. Rainbow continued to shriek as her own climax crashed down on her, her juices gushing against the wall wetly as the Diamond Dog rocked his hips, “You like that?! You like a dog cock cumming in your loose pony twat?!”

“YEEEESSSSSS!!!” screamed Rainbow in utter elation, not caring one bit that the Diamond Dog couldn’t actually hear her. Fortunately, the feel of her cunny clenching repeatedly around the canine’s cock was probably a good enough answer for him than anything audible. As the mare struggled to keep herself on her hooves after such a satisfying filling, she was more than grateful that Rarity was the unicorn she and Spike asked to join them; not just because the mare needed a good session to loosen her up and make amends with Spike, but also because Dash knew if they brought Twilight down to these caves, she’d be begging that egghead to give her an instant pregnancy spell or something. But for now, Rainbow felt utterly content as she moaned heartily under her breath, and rubbed her swollen belly with a hoof to feel just how much hot cum was sloshing around inside of her whorish womb.

“Heh,” huffed the voice behind Rainbow as he began to pull out, eliciting a strong shudder from the pegasus at that thick canine cock leaving her. As the mare fell forward ungracefully, leaving her marehood completely stretched-open and drooling with doggy jizz, the Diamond Dog chuckled and said teasingly, “You better not be a temporary replacement, bitch. I’d love to know if I knocked you up~”

“Y-You…” The other voice from behind the wall, which was clearly wiped-out from his own orgasm which was assisted by Spike, tried to speak up towards the other. “You know that you can’t actually knock up a pon--”

“SHUT THE FUCK UP CLARENCE, IT’S MY FANTASY!! I’ll just do it harder NEXT time if it doesn’t happen THIS time! I don’t kinkshame YOU, so don’t judge ME for wanting to breed a pony bitch!!!”

After a heavy groan, the first dog stomped away with a bitter grumble. The other dog silently stepped elsewhere as well, leaving both of the available glory-holes completely open for use. Meanwhile, Rarity had to turn off her machine due to how hard she was convulsing on top of it, clearly teetering close to the breaking point of an intense orgasm due to all she witnessed and felt. It of course was an incredibly close call. The show her friends offered was almost enough alone to push her over the edge, and she had to use some expertise will power to hold it off. Alas, despite the odds, she somehow managed.

Meanwhile, she heard her pegasus friend say after a shaky breath, “You know, I think I’ll suck the next cock. Y...You know... get a taste of some dog meat before pulling that stunt again…”

“Hey, by all means,” replied Spike cheerfully back at his friend, with neither of them noticing how red Rarity's face was getting. “I gotta warn you though, their musk is strong! Like, even those Wonderbolts’ cocks aren’t nearly as rich in those flight suits!”

“You think that’s a problem to me?! I licked Soarin’s taint yesterday! AND had his jockstrap in my mouth when he fucked me after!”

“Seriously?! Hmph… Lucky.”

“Buck yeah I am~”

Rarity was afraid to interrupt their playful banter, especially with what she felt compelled to say. However, as her heart raced rapidly in her chest, the unicorn felt compelled to open her muzzle before she could get the chance to back out. “Ummm… D… Dears?”

Hearing Rarity’s faint voice in the brief moment of silence, Spike and Rainbow looked back at their friend in tired curiosity. Meanwhile, the white unicorn finally pulled herself off her machine, shocking the two then they saw how much of her juices were dribbling down the sides to pool on the floor. Her legs were wobbling strongly, and she looked completely flustered from how red her face had gotten. Nevertheless, despite how much she felt she needed to stop her impulses, her eyes remained tightly shut as she said:

“I... I wouldn’t mind… M… Maybe trying one too...”

Spike and Dash’s mouths slowly gaped open, not expecting their prim and proper friend to utter such a request so soon. Meanwhile, Rarity breathed out in shaky confirmation before reopening her eyes. Her bottom lip was bitten for only another second until she said sheepishly, “If… if that’s alright, of course…I don’t want to impose...”

“Ohhhhh, don’t you go acting like Fluttershy on ME!~” Rainbow may have winced when she stood back up, and had an obscene amount of cum dribble down her legs as she walked towards her friend, but she still kept a carefree grin while holding the unicorn in support from the side. “Believe me, Rare. Once you get that first taste, you’re not gonna regret it~”

“A-Are you sure, Rarity?” asked Spike with a more cautious tone. Even though he was trying his hardest not to smile wide in excitement, he still made sure to ask in confirmation. “I mean, there’s no pressure at all if you don’t want to do it. I just wanna make sure that, uhhh… do you really…”

Before Spike could overcome that awkward pause and finish his clarification, Rarity closed her eyes and sighed faintly. With Rainbow Dash holding her with a wide and leering grin, the unicorn shuddered with a twitch of her dripping hind-legs as she gave a firm nod of her head. “Y… Yes, Spike. I… I want to participate as well.”

Author's Note

I wanna give a huge thanks to TheOneWithoutAName, who went above and beyond to help me with this wondrous smut. He's a master when it comes to lewd ideas (including the Sybian Machine), and his stories are well worth checking out if you want more M/F or F/F smut.