"Whhooooo! Heeeee!" Applejack shouted out as she breathed in the Pie Family Farm air. Her ample cleavage was emphasized by her plaid shirt being tied together in a knot between her freckled boobs. Her daisy dukes had no legs to them at all, shorn off so high that her firm buttocks were slipping free. "Don't ya just love that fresh air!"

Rarity stepped up beside the orange farmmare and breathed in as well, humouring her. Her muzzle wrinkled slightly as she picked up a spicy scent mixed in with the earthy tones. She was well aware that both the orange farmmare and a devoted dragon were watching her as she breathed in. Her large, perfectly shaped and perky tits were threatening to explode from her bustier top, and Rarity had made sure that just a hint of her purple areola were slipping above the lacey trim. Teasingly classy in her mind, especially with these two.

"Why certainly Applejack! A rural retreat should do wonders for my complexion." The alabaster mare placed her hands on her hips, her denim skirt slipping up her thick hips. Her lovely buttocks were barely covered as she wiggled in place, her dock raised and swishing her tail fetchingly.

Spike snapped his eyes to Rarity's perky flank and followed her motions intently. The young drake had worn a pair of tight jeans and a snug plaid shirt that Rarity had selected for him. He blushed as he watched his crush shake her tush, feeling a tightness in his loins. "Only wonders can improve your beauty any further than you currently are!" Spike managed to blurt out as he tried to snap his eyes up.

He found both Rarity and Applejack giving him amused, knowing smirks. He gulped as they nodded to one another.

"Comments like that deserve a reward don't ya think Rarity?" Applejack drawled. "With Applebloom and Sweetie Belle of explorin and Big Mac not due to tomorrow, ah think we can borrow one of them worker cabins for an hour or two."

Rarity chortled, covering her mouth as she did. "Quite Darling. Spikey is looking like he needs some relief as well." Rarity's eyes were fixed on the v shaped bulge forming in Spike's jeans. She was well aware that the drake was sporting a pair.

Spike stammered and coughed nervously as Rarity strutted ahead and Applejack began ushering him forward from behind. His minor protests and hesitation wavered and subsided as they got closer to one of the small cabins, his head clouded by the spicy scent in the air.

Rarity tried the door and after opening it with ease, stepped into the one room cabin. She beckoned Applejack over to her and struck a pose, legs spread and hands over her head. Her hoofheels gave her an extra bit of languid grace that made the pose all the more desirable.

Applejack smirked and moved over to the alabaster unicorn. "So Spike… Flank-"

She yanked up Rarity's skirt so that her bouncy, thick ass sprung out, lacey teal coloured panties covering just enough to be classy.

"-or Rack?" Applejack yanked on the cups of Rarity's bustier, spinning the mare around so Spike could see those soft mounds spill out and wobble alluringly.

Spike groaned as he watched. Little wisps of flames flared from his nostrils as he was aroused further.

"I think he needs a comparison, Darling." Rarity practically growled with her sultry tone. She lit up her horn and Applejack's shirt unknotted.

Applejack's freckled boobs sprung out, bouncing with a firmness. Her stiff nipples drew circles in the air, her freckles blurring with motion. "Whut in tarnation? Are ya sure Rari-MMMMFFFFF?!"

Rarity pulled Applejack against her, smooshing their tits together as she pulled the farmmare's muzzle into a deep kiss. As she made out with her friend, Rarity's magic kept busy, pulling Applejack's shorts into her ass crack, letting Spike see those firm freckled cheeks.

The two mares noisily smooched and moaned as they rubbed and grinded together. They were fully absorbed in each other to the exclusion of their surroundings, including Spike.

Spike was rock hard and wanted in on the action in front of him, but before he could the young drake felt several weighty impacts on his shoulders, back and head. He gave a startled yelp and grabbed at the mysterious objects, feeling his claws slipping on the slick, segmented bodies writhing as they crawled across his body.

"Wha-WHAT ARE THESE?!" Spike cried out as he managed to pull one around to his line of vision.

Before he could fully comprehend the segmented worm he grasped, it's pharynx inverted and exposed the power jaws. The worm lunged, defying Spike's grip and made contact with the dragon's forehead. At the same time the numerous other worms that had landed on Spike dug their maws into his scaley hide. Though proof against many things, Spike's scales were like paper to those jaws designed to split skulls.

Spike let out a horrifying wail as the worms began to tear through his flesh and soon through bone. He did everything he could to dislodge the horrors burrowing into his flesh. He clawed, he bit, he beat with his fists, he even blew breaths of dragon fire onto them. All for naught, as the worms were armoured against his strikes and they were immune to great heat. Spike dropped to the floor, rolling and screaming as the worms devoured their way into his body.

Rarity and Applejack had snapped from their lustful world when they heard the dragon scream. They broke their embrace and reacted quickly, Applejack just a few moments ahead of Rarity. They sprinted to the drake rolling on the floor, trying to hell him.

"Wut in blastin' tartarus are these varmints?!" Applejack growled as she tried to pry them off Spike while Rarity held the dragon steady. The mare's biceps bulged as she tried to pry the one from his forehead. Her clenched hands slipped off the slick chitin.

"Applejack darling! Hurry!" Rarity cried, trying to cradle Spike's head. His agonized screams rung her ears.

"Ah can't! Ah-AAAAHHHRRRKKK!" Applejack bellowed as one of the worms lunged up from Spike's thrashing body to plow into her forehead. She snapped up her hands to grab this one with quick reflexes but the worm had already sank those diamond hard mandibles into her flesh and bone. Her agonized wails soon matched Spike's in intensity, the orange mare throwing herself backwards, kicking her legs, stamping her hooves and bucking her hips.

"APPLEJACK!!!" Rarity screamed. She lit up her horn, trying anything she could. Her magic surrounded the worms burrowing into both Applejack's and Spike's skulls and began to drag them back. Where physical might and dragon fire had failed before, the magic seemed to succeed.

The worms emitted shrill, keening cries as they were hauled back, twitching as if in agony.

Rarity felt dozens of impacts in her mane and on her shoulders. She could guess what they were from the worms raining down onto Applejack, Spike and even her own impressive rack. Rarity tried to snatch them up in her magic but one nestled in her cleavage lunged up and dug it's mandibles into the soft flesh of her chin. She gave out a horrified shriek that turned into guttural squeals as the worm tunneled through that soft flesh.

Her magic failed in her pain, and the worms finished their burrowing into the skulls of the three. They wailed and moaned as the worms devoured flesh bone and soon succulent brain matter. Their bodies thrashed and undulated as the worms devoured their brains, making lewd moans and guttural groans as the trauma sent waves of unexpected pleasure through their bodies.

Spike thrust his hips up in the air, his crotch flexing as he blew gobs of thick dragon spunk into his boxers. The smelly, potent seed stained through his pants and some spurted through the gaps between the pants hem and scaly flesh.

Rarity collapsed on top of Applejack, thrusting her ass up in the air as she squirted marehoney from her twat. She mashed her boobs into Applejack’s freckled mounds as the other mare bucked her hips up. Applejack squirted wildly, soaking her thighs.

Kept alive by stimulants released by the worms and the calculated way in which the worms devoured the fleshy, grey matter, Rarity, Spike and Applejack undulated, moaned and groaned. Second and third humiliating orgasms filled the air with the stench of musk, seed and marecum. For eight agonizing minutes they endured before the worms devoured all that could be considered a conscious mind and attached to the spinal cord.

It was another few minutes of twitching and little grunts and huffs as the worms took control of the brainless pony and dragon husks. They lurched to their hands and knees, stripping their clothing from their bodies. The two naked mares and drake crawled to the center of the floor and assumed a head down ass up position, pressing their naked asses together. Ponuts and tailhole gaped, readied for the breeder worms to arrive… but there were some more to add to this nest before it was ready.

Author's Note

A long awaited return of the dreaded Brain Nommers.