Bare at Burning Mare!

by GentlemanPonyographer

Rating: mature
Tags: Comedy, Romance, Treehugger, Equestria Girls, Sex, Sunset Shimmer, Main 7 (EqG), Principal Celestia, Porn, Fetish
Length: 11845

The girls go to the Burning Mare festival, only to discover they've accidentally left their suitcases behind! Disaster is averted, however, once Fluttershy notes that the festival is clothing optional ...

The girls go to the Burning Mare festival, only to discover they've accidentally left their suitcases behind! Disaster is averted, however, once Fluttershy notes that the festival is clothing optional ...

This is, of course, a gratuitous and shameless exhibitionism fic. Tons of nudity in the first chapter, and things will no doubt get steamier as the story progresses! So consider yourself warned.

Published 2018-01-10 21:40:13 UTC
Last updated 2018-05-12 01:44:41 UTC

Chapter 1

“I swear, we haven't been here more than an hour, and I've already got sand in my unmentionables!” Rarity huffed, and pushed her sunglasses back on in order to protect her eyes from the blazing desert sun. “And in my mentionables, too, now that I think of it. Whose idea was it to trek out here anyway?”

“Um. Mine.” Fluttershy tried to hide behind the tent pole she was holding in place as Applejack and Rainbow Dash drove heavy stakes into the hard, heat-baked earth. “I'm sorry. I should've known you wouldn't like it. We can go back if you want? My nineteenth birthday isn't that important anyway.”

“What? No way!” Rainbow Dash sputtered. “We drove like a bajillion miles to get out here! I'm gonna have some fun before I get back! Now let's get this stupid camp set up so I can go start doing cool stuff!” She brought her mallet down on the stake with a heavy 'clang!'

“Rainbow's right.” Twilight Sparkle pulled some folding chairs out of the back of the van they'd rented, and began setting them up in the shade of the tarp her friends had set up. “We should at least give it a chance. Plus … “ Twilight leaned over and looked at the sea of people setting up their own tents and temporary structures across the salt flat. At the center of it all, an enormous horse-shaped structure rose in the distance, a temporary landmark in the center of a temporary city. “We're kind of boxed in already. They won't let us drive out unless it's an emergency.”

“Fashion emergencies don't count.” Applejack added on, and gave Rarity a warning look, mostly on principle.

“Please.” Rarity scoffed. “Complain as I may, I'm not about to ruin this for Fluttershy-- or for any of you. It's just … well, perhaps the next trip we make should be to somewhere more … hospitable? With room service?”

“Who needs room service when you've got Pinkie service?” Pinkie Pie heaved a heavy trunk into place, kicked it, at which point it unfolded and expanded into a small but well-equipped travel kitchen, complete with stovetop and a small oven. “I can do cakes, pancakes, pies, biscuits, scones, croissants, cupcakes, cup-pies--”

“It's not the food I'm worried about, darling. It's … everything else. I can't even get any phone reception out here!”

“That's kind of the point?” Fluttershy said, still clutching the tent pole, nervous as a spear-bearer in an elementary school production of Hamlet. “People go to Burning Mare to get away from the rest of the world, you know? I, um, wanted to go for a long time. It's someplace where you can do whatever you want, be whoever you want.”

“And they have a thunderdome!” Rainbow Dash chimed in, beaming. “How cool is that?”

“From what I've heard,” Sunset Shimmer pulled a bag out of the rental van, and tossed it down to the dusty, sandy ground. “This may be the only place in your dimension that's weirder than Equestria.”

As if to prove Sunset Shimmer's point, a wheeled pirate ship, complete with a dusty, scantily-clad crew, rumbled by. A skinny, bearded man sat with his arms dangling off the aft of the ship. He squeezed a jaunty tune from the accordion in his lap, and then waved to the girls as he passed by.

“I knew I should've brought an accordion!” Pinkie Pie snapped her fingers.

“But why can't everyone just be whoever they want somewhere more … cosmopolitan?” Rarity shook her head, and then made another trip to the rental van to start hauling more gear out. “And yet, I shall endure. Somehow.” She pressed the back of her hand to her forehead and shrank back, melodramatically.

“Y'know, if there's any one of us that could stand a spot o' roughin' it, it's you, Rarity.” Applejack gave the last tent stake a final thump for good measure, and then rested the big mallet on her shoulder. She rummaged a bandanna from her pocket and wiped some sweat from her face. “Bit o' honest sweat never hurt nobody.”

“Please, Applejack.” Rarity pulled down her sunglasses to glare at the cowgirl. “Do you really think that I, of all people, require any lessons in work ethic? Just because I toil in an air conditioned workshop instead of a barn doesn't make me any less driven then you, dear. I simply have an appreciation for the … finer things in life. Like air conditioning.”

“It's not so bad once you get used to it.” Fluttershy murmured. “I mean, we're in a desert, so it's mostly a dry heat. Just, y'know, make sure you drink lots and lots of water, and you'll be okay.”

Twilight nodded in agreement. “Fluttershy's right. The key to a good camping vacation, no matter how … eccentric it is--” Twilight's eyes widened as she watched a couple of people whose attire could be best described as 'post apocalyptic black tie' pass by. “It's just a matter of preparation.” She pulled a notepad from her back pocket. “Which is why I made this checklist! We've got water, food, shelter, transportation, first aid supplies, reading material, and--” Twilight blinked, and her cheeks paled for a moment.

“And what?” Sunset Shimmer said, peering in.

“Uh. Remember when we consolidated all of our clothes into that big steamer trunk to save space?”

“Of course!” Rarity said. “It was the first thing Applejack loaded in.”

“Hold up.” Applejack frowned. “I thought Rainbow got it?”

“Uh. No?” Rainbow Dash said. “You said 'get the trunk,' and I helped Pinkie Pie put her kitchen trunk thingie in.”

Rarity whipped up her sunglasses and stared at Twilight, aghast. “Are you implying that … “

Twilight winced, and looked at the back of the van, now completely unloaded and cavernous. “We … may have left all of our clothes back in my garage. Eheh.” She scratched at the back of her head. “Except for what we're wearing, of course. Silver lining?”

“What? What?” Rarity grabbed twin fistfuls of Twilight's shirt and shook her. “You're saying we're stuck here, for a week, without a wardrobe!? What kinda savage are you?”

“Hey!” Applejack shouted, and quickly got her arms around Rarity, dragging the hysterical designer away from their friend. “Get offa her! It ain't her fault!”

“You're right!” Rarity's voice took a shriller tone. “This is your fault!” She twisted and wriggled in Applejack's arms, angry as a wet cat, but the farmgirl easily kept her in place with greater strength.

“Please don't fight!” Fluttershy said, nearly on the verge of tears.

Rarity and Applejack immediately stopped grappling, and turned to face Fluttershy with apologetic looks.

Fluttershy sniffled, and clasped her hands over her mouth. “This is all my fault! I'm so, so sorry! I never should have brought all of you all the way out here.”

“Don't say that!” As if someone had thrown a switch, Rarity went from apoplectic to apologetic. She gingerly slipped out of Applejack's hold, and immediately swept Fluttershy up intoa comforting hug. “While this might not be my first choice for a vacation … or my second, or third, or-- well, you get the point –I suppose I shall have to make the best of it, even if someone made a huge mistake.” Rarity glared daggers over at Applejack and Rainbow Dash. “But.” She crossed her arms across her chest. “I suppose it shall just fall on me to construct us all new, fabulous outfits out of whatever scraps I can track down … “ The designer reached up and trailed her fingertips over the canvas they'd set up for shade.

“Hold up, ya can't just start choppin' up our tent ta make fancy dresses!” Applejack said.

“Of course I can't. The fabric is much, much too rough.” Rarity said. “Not that you would care. You'd probably just say the chafing builds character or some other such nonsense.”

“Alright, I get it, I made a mistake.” Applejack grumbled. “Ya don't have to rub it in. So we ain't got anything fancy to wear, and we may wind up smellin' a little ripe on the drive home. Worse things have happened.”

“If I can get a plunger and a bucket and some soapy water, I could build a makeshift washing machine.” Twilight rubbed at her chin as she mused aloud.

“Hold on.” Rainbow Dash said. “You can't wash your clothes while you're wearing them.”

“Oh. Right,” said Twilight.

“Or, um, you could just not bother.” Fluttershy said.

“I know you're all touchy feely about nature, Fluttershy.” Rainbow Dash grinned at her friend. “But there's such a thing as taking it too far. Even I'd be grossed out for wearing the same stuff for so long. Heck, I'm sweating bullets already.” She pulled gingerly at the collar of her Wonderbolt logo-ed t-shirt, which was already sticking to her skin.

“No. Um. I meant … with clothes. We technically don't have to wear them here.” Fluttershy murmured.

“Do what now.” Applejack said, deadpan.

“It's true!” Fluttershy squeaked, blushing. “Just, um, look over there.”

And, sure enough, a half-dozen young women rode by on bicycles, adorned in feathers, body paint, and not much else. Fluttershy's friends turned to watch, their reactions ranging from curiosity (from Sunset and Pinkie) to embarrassed blushing (from Twilight and Applejack, mostly) to sheer confusion (from Rarity and Rainbow Dash).

“Yep. Definitely weirder than Equestria.” Sunset Shimmer said.

“I, um. I was kind of planning on not wearing much anyway.” Flutteshy toyed with the hem of her T-shirt. “If, um. If you guys don't mind.”

The six other girls turned back to Fluttershy, again looking at her with their respective looks of curiosity, embarrassment, or confusion.

“Is this like how you don't wear pajamas?” Rainbow Dash scratched her head as she peered at Fluttershy.

“Um. I guess so?” Fluttershy looked at her sneakers, allowing her pink hair to curtain over her face. “It's just more ... comfortable, I guess? To be light and free and ... stuff.” She squirmed in place.

“Darling.” Rarity laid a gentle hand on Fluttershy's shoulder. “This trip was your idea, so we'll trust your ... judgment. Even if it is more than a little perplexing.”

“I think it'll be fun!” Without prompting, Pinkie Pie pulled off her tank top, causing her abundant breasts to wobble at the sudden movement. Her short-shorts went next, and her heart-pattern boxers after that. “It's like skinny dipping! Without the dipping part, I guess. Plus, I'm not actually that skinny to begin with, but that's okay too!”

Pinkie Pie kicked off her boxers, and then stood unabashedly before her friends. Her figure was generously curved-- 'Reubenesque,' as Rarity would put it. Her heavy breasts were only slightly tugged down by gravity, and her rump was of the size and shape worthy of a hip hop ballad. Pinkie made no move to cover herself, and looked at her friends with her typically enthusiastic guilelessness. “Woo! Naked time!”

“Oh my.” Fluttershy held a hand up to her mouth. “You, um, didn't have to do that right away, Pinkie.”

“I didn't have to, but I did want to!” Pinkie said with a smile and a bounce. “You said it yourself-- it's about feeling, like, free and stuff! Plus I figure if I put my clothes away now they'll stay clean for when I finally have to put them on again for the drive home.”

“That ... does kind of make sense.” Twilight murmured.

“So, um. Is it okay if I get undressed too?” Fluttershy said, looking up.

“If you insist.” Rarity said, blushing and looking at anything but Pinkie's chest. “The proverbial cat's out of the bag.”

“The cat ... or the pussy?” Pinkie Pie said, and nudged Rarity. “Huh? Huh? Get it?”

Rarity took off her sunglasses to rub at the bridge of her nose. “Could you at least try to keep this tasteful, Pinkie Pie?”

“Fiiiiiiiiine.”

“Thank you.” Rarity opened her eyes-- only to find herself staring at Fluttershy as her friend undressed.

The pink haired girl slipped quietly out of her clothes in a far less flashy manner than Pinkie pie did. But, as Fluttershy doffed one article of clothing after another, it was as if she were unlocking some sort of unseen manacles. Once she had her shirt off, she began to stand a little taller. Once she slipped out of her skirt, Fluttershy pushed her hair out of her face. By the time she slipped out of her bra and panties, the normally shy girl stood with a sort of confidence that belied her slim and willowy frame.

“Lookin' good, girl!” Pinkie Pie said with an appreciative wolf-whistle.

“Oh, uh. Thank you?” Fluttershy said. She stepped out of her shoes and curled her toes into the dusty earth. “It's just, um. Me.”

“It ... certainly is.” Rarity said. Applejack politely reached over and pushed the designer's hanging jaw shut.

“So who's next?” Pinkie Pie's smile grew wider as she looked over the five of her friends who were still dressed.

“Whaddya mean, 'who's next?'” Applejack said, wary.

“I mean, who wants to get undressed next? Duh.” Pinkie Pie beamed. “I mean, we're all in the same boat, right? And Fluttershy's got the right idea so we might as well get it out of the way now, right?”

“Fine by me.” Sunset said with a little shrug, and then peeled out of her own t-shirt with little ceremony. She neatly folded the shirt, and then sat down on the rear bumper of the van to start working her boots off. “I guess it's not that different from Equestria, y'know?”

Twilight bit at her lower lip as Sunset revealed more and more of her flawless skin, and finally cleared her throat. “I ... guess it's good to try new experiences?” And with that, she drew in a deep breath and started working out of her own clothes.

“I can't believe this.” Rainbow Dash said.

“Aw, what's wrong, Dashie? Not scared, are you?” Pinkie Pie teased with a wink. “I mean, you don't get all blushy in the locker room after soccer practice.”

“I-- that --” Rainbow Dash sputtered for a few moments, and then finally just glared at Pinkie. “Fine!” With that, the wiry athlete yanked her own clothes off, though not without a minute of undignified hopping on one foot as her shorts got caught on her shoes.

“This was ... not how I expected to spend this trip.“ Rarity touched her fingertips to the buttons of her blouse, but didn't start undoing them.

“I think they're all plum crazy too, Rarity.” Applejack shook her head.

“AJ, if you back out now--” Rainbow Dash toppled to the ground, struggling with her tangled shorts. “That means I will forever be braver and more awesome than you and you will never hear the end of it.”

“That don't make any--” Applejack glared, and then shook her head. “I'm keepin' my hat.” And with that, the farmgirl unbuttoned her much-battered denim shirt.

“Et tu, Applejack?” Rarity said. “But, I suppose if there isn't any alternative ... “ She bit the inside of her cheek, and carefully unbuttoned her blouse. She looked away from her friends as she undressed-- not out of embarrassment, but rather to make sure her safari-chic outfit was properly folded and stowed away. It wasn't until she set her carefully folded pile of clothing into a safe spot in the van that Rarity allowed herself to feel the hot desert breeze wash over every inch of her, wicking away some of the sweat that had been trapped by her outfit. She shivered, despite the warmth, and began to wonder if Fluttershy really was on to something.

“So, uh. Now what?” Rainbow Dash scratched at the back of her neck. The seven girls stood in a loose circle, each one bare except for their footwear or other accessories (though Fluttershy was content to forgo even those). They were a study in contrasts: Pinkie's buxomness to Rainbow's more athletic body. Applejack's farm-toned form to Rarity's spa-maintained perfection, and even Sunset's bemused, casual nudity compared to Twilight's attempts at pretending stripping naked in the middle of a desert festival was a 'normal' concurrence.

“We should finish setting up camp.” Twilight finally said, lapsing back into an organized, professional demeanor. She grabbed a clipboard and clutched it tight like a life preserver. “We still have a lot to do before it gets dark.”

“Yeah, but then what?” Rainbow Dash said.

“Then,” Pinkie Pie threw an arm around Rainbow's shoulders, and turned her to face the rest of the festival camp. “The real fun starts! I mean, if seven naked girls can't have a good time at Burning Mare, that just means we're not trying hard enough!”

Chapter 2

“Applejack, this is terrible.” Rarity said.

“It ain't as bad as I thought it'd be.” The cowgirl said. “I mean ... ain't like we're the only ones runnin' 'round in the altogether.” She tilted her hat back and scanned the bustling 'streets' of the Burning Mare festival. A large percentage of the participants were nude, or at least close to it in outfits of varying coverage and opaqueness. Everyone went about their business, setting up their camps and art instillations in preparation for the festivities to come. “Nobody's lookin' at us.”

“Exactly!” Rarity huffed. She crossed her arms over her chest, creating a valley of snowy, tempting cleavage. Rarity wore nothing but oversized sunglasses, pink flip flops, and a copious amount of sunscreen-- but she wore it well. Every inch of her bare skin was flawless, and even the hair between her legs had been meticulously trimmed and styled into a neat little strip.

“Hold up.” Applejack halted in her booted tracks, and turned to look at her friend, puzzled. “You want folks to gawk at you?”

“Yes! Or, well, not ... that way.” Rarity I had assembled quite the wardrobe for this adventure, and now it's all going to waste! It's such a wasted opportunity. I was looking forward to being the most fabulously dressed lady of the desert, and now I'm just another derriere in the crowd.” Rarity's shoulders slumped.

“Uh. It's a nice derriere, if that helps?” Applejack felt her face getting warmer, and lied to herself that it was only the desert heat.

Rarity looked up at Applejack, and smiled. “Thank you, darling. I know you're just trying to make me feel better, but ... well, honestly, I can't fathom why anyone would gawk at me when I'm standing next to you.” Rarity tilted her sunglasses down and surveyed Applejack's nudity. Long hours of work on the farm had sculpted Applejack's form to perfection, balanced out by a layer of softness that came from a steady diet of country cooking. Subtle lines of muscle shifted beneath Applejack's tanned skin with each movement in a way Rarity couldn't help but find mesmerizing.“You're frankly magnificent, dear. It's like you're a centerfold model for a fitness magazine.”

“Uh. Thanks? I think?” Applejack curled her toes in her cowboy boots, torn between covering herself up and standing taller for Rarity's admiring gaze.

“You're welcome.” Rarity said, though a fraction of a moment later than she probably should have. She wrenched her eyes away from Applejack's gorgeous, nigh-amazonian form. She replaced her sunglasses, and scanned the bustling 'streets' of the festival. “But now I'm wondering just what there is to do around here other than dance around and get sunburn in uncomfortable places.”

“Rainbow Dash said somethin' about a thunderdome.” Applejack said. “Maybe we could check that out?”

“I'm sorry, Applejack, but gladitorial combat is hardly an appealing prospect when I'm dressed.”

“Yeah, got a point there. Prolly wouldn't be very comfortable bouncin' 'round all ... uh, bouncy.” Applejack looked down at her chest and shook her head. “... maybe if I had a sports bra, though.”

“Ever practical, hm?” Rarity said with a wry grin. “But, there's got to be something out there to entertain-- oooh!” Rarity gasped, clasping her hands in front of her face as she spied something amidst the bustle of the Burning Mare camp.

“What is it?” Applejack blinked, and looked down at her friend.

“Applejack, I must paint you.” Rarity said.

“That's mighty flatterin', but unless you brought a canvas and an easel with you ... “

“No, look!” Rarity grabbed Applejack around the shoulders (ignoring the skin to skin contact in her enthusiasm) and turned her towards one of the closer camps. A neon sign reading 'BODY SHOP' buzzed and flickered above a large shade pavilion. Plastic sheeting had been unrolled across the ground, creating a makeshift studio for half a dozen artists. Instead of canvas or paper, however, each artist meticulously worked on a nude, living model. One petite girl with long, lustrous dark hair stood with her arms above her head as a goateed artist painted leopard rosettes across her skin. Another, bustier woman offered herself up to be painted like the night sky, coated from head to toe in a deep blue before being decorated with a network of bright white stars. Other models bore more abstract designs, or ones that hadn't yet been finished. There were a few curtains set up to offer privacy to more bashful models, but for the most part they went unused. Though there were a few faint, muffled sighs coming from the farthest curtained-off section, suggesting it was being used for less (or perhaps more, depending on who you asked) purposes.

“It's perfect!” Rarity pulled Applejack tighter against her. “If I can't dress you, I can still decorate you!”

“Me?” Applejack blushed harder, though she didn't push Rarity away.

“Well, yes. I can't paint myself now, can I? Even if I used a mirror, there would still be entirely too many places I couldn't reach. Lucky for me, I have the most wonderful canvas an artist could ask for!”

“I dunno--” Applejack began, more out of reflex than anything.

“Pish posh! The only 'but' I'm concerned with is this one!” And Rarity slid her hand down the length of Applejack's back to deliver an ever so light smack to the cowgirl's toned rump.

“Yes'm.” Applejack managed through her sudden, breathy gasp, and stood up a little straighter. Applejack had taken uncountable 'good game' butt-smacks before, and Rarity hadn't hit her any harder than any of those-- but the brief sting of Rarity's delicate palm made Applejack's heart skip a beat.

“That's more like it!” Rarity said, and took her friend by the hand to lead her closer to the body shop camp. She picked out the ostensible leader of the group (a portly, smiling man in little but jean shorts and a paint-spattered apron). He didn't bat an eye at Rarity and Applejack's lack of clothing, but he was powerless to Rarity's sweet flattery and fluttering of eyelashes.

Soon enough, Rarity and Applejack had their own little corner of the body shop, complete with a small table well stocked with various paints and brushes. Rarity twirled one of said brushes in her fingers as she circled around Applejack, studying her.

Applejack did her best to stay still, but she couldn't help but shift her weight from one foot to the other under the intensity of Rarity's gaze. No one, not even in the previous few hours she'd roamed around in the nude, had ever looked at Applejack so closely, so intently.

Rarity tapped the blunt end of a paintbrush against her delicate lips, then gestured with her free hand. “Raise your arms above your head, will you, darling? I want to get a better look at the line of your body.”

“Yes'm.” Applejack said before she knew it, and moved to oblige, stretching her arms out above her head. In that exposed pose, her muscles tensed-- and not just in her arms. Applejack bit the inside of her cheek as a warm, not entirely unpleasant sensation grew between her legs.

“Good, good.” Rarity said after a few moments of careful study. “You can relax now, I think I'm getting an idea ... “

At the command (however sweetly worded), another jolt passed through Applejack's body. Under normal circumstances, she would have pushed back at being ordered around-- but for once, giving up her normal stubbornness was far too enticing. Maybe it was the festival, Applejack thought-- after all, the whole affair seemed designed to give people an opportunity to do something, to be something they couldn't be in the real world. Maybe it wouldn't be so bad to be--

“Hello? Earth to Applejack?”

“Huh-wha?” Applejack shook her head, and a fresh, red-delicious-toned blush flooded her cheeks. “Sorry, uh. Must have spaced out there for a sec. Probably been out in the sun too long.”

“Oh no!” Rarity's smile fell to an expression of concerned horror. “Here, let me get you some water-- the last thing we need right now is you passing out from heat exhaustion!” Rarity went to a nearby cooler, thoughtfully provided by the body shop crew, and bent over to fish a bottled water from it. Applejack found herself staring at Rarity's delightfully dimpled derriere, and bit the inside of her cheek harder. In her concern, Rarity didn't notice her friend's eyes on her-- instead, she soon pressed an ice-cold bottle of water into Applejack's hands.

“Drink.” Rarity said.

“Yes'm.” Applejack said, and obeyed. The water was cool-- delicious, even, but the simple act of obedience made her body feel even warmer.

“Now then, feeling better?”

“Yes'm.” Applejack murmured between sips. At the back of her mind, she began to wonder if this is what Fluttershy felt like on a daily basis.

“Ah, good!” Rarity beamed. “Now, as I was saying, I think I've come up with the perfect idea on how to paint you!”

“Uh.” Applejack shook herself from her pleasantly obedient headspace, and looked back at Rarity with her normal skepticism. “You ain't gonna paint me green like one of them girls outta a cheesy space flick, are you?”

“Of course not!” Rarity said, aghast. “Besides, I think that'd be more up Twilight's alley anyway. Oooh! Maybe I'll paint her next? No, no, I must take one thing at a time, no matter the artistic possibilities of a new medium. And what a medium it is.” She raked her eyes up and down Applejack's body again. “For the longest time, Applejack, I thought I simply couldn't improve on your natural perfection.” Rarity reached out with her free hand, almost running her fingertips over Applejack's shoulder before drawing back at the last moment. “At least, ah, at least not without the proper fabrics and such. But now, I realize the easiest thing to do would be to build on your existing outfit ... “

“Uuuuh. Rarity? You sure you ain't sunstroked yourself? 'cause I thought the whole thing we were doin' was not wearin' outfits.”

“Well, not an outfit per-se, but your accessories!” Rarity looked down, and Applejack followed suit, gazing down at her dusty, well-worn cowboy boots. “Did you know these boots have an absolutely lovely floral pattern embroidered into them?” Rarity knelt, then ran her fingers over the battered, dusty leather. “If I paint a matching pattern onto your skin, it'll look absolutely stunning, I assure you! You will let me paint you, won't you? Please?” Rarity looked up at Applejack, blue eyes shining with a practiced, pleading look.

“When ya put it that way, I can't really say no, huh?” Applejack forced an embarrassed grin.

“Marvelous!” Rarity clapped her hands and sprung back to her feet. Within moments, she grabbed a palette of paints, and got to work. “Now, hold still ... “

“Yes'm.” Applejack said before she could think. She closed her eyes, and did her best to ignore the cool, wet, and slightly ticklish feel of Rarity's brush tracing winding patterns over her skin. It wasn't so bad at first, as Rarity started around Applejack's calves, slowly working her way upward as she painted a pattern of green vines and tiny red apples upon Applejack's tanned skin. Every so often, Rarity's brush would graze the inside of Applejack's leg as she worked on the winding pattern. Applejack grit her teeth and forced herself to stay still-- that's what Rarity had told her to do, after all.

Inch by inch, line by line, Rarity worked her way up the length of Applejack's body, using the painted-on vines to highlight the shape of Applejack's figure. Each little pass of the brush sent a thrill through Applejack's body. Each meticulously rendered stroke of paint was a reminder that Applejack, at that particular moment, was little more than a canvas.

Rarity's canvas.

“Stop squirming, Applejack!” Rarity fussed as she circled around in front of Applejack, beginning to draw little vines around her collarbone. “Honestly, you're breathing so hard it sounds like you're--” As the words left Rarity's mouth, her eyes went wide, and her cheeks flushed red. “Oh. Oh.” Rarity dropped her paints, recoiling. “Applejack, I'm so sorry! I didn't mean to ... I mean, just because you're ... and I'm ... I ... oh god this is embarrassing.”

“Wait!” Applejack blurted.

Rarity clasped her hands in front of her mouth, backpedaling. “No, no, I-- Ooop!” She cried out as she backpedaled into the cooler, and toppled over, flailing. Applejack lunged forward, instinctively grabbing her friend around the waist, keeping her from falling. Rarity squealed in surprise, only to find herself looking up into Applejack's emerald eyes.

“Oh. My.” Rarity trembled, ever so slightly. Where she'd more or less been able to play things off before, the sudden surreality of the situation only became more apparent as she felt Applejack's strong arms cradling her, effortlessly. A few of the other artists in the body shop looked their way at the commotion, but soon got back to work on their own subjects.

“Just, uh. Just wanna let you know, it's ... it's okay.” Applejack looked away for a moment, though she let her arms linger around Rarity's pale, delicate body. Rarity did not mind in the slightest.

“What's okay, darling?” Rarity mentally told herself that her racing heartbeat was from the sudden close call, but even then she knew she was lying.

“Y'know. This.” Applejack slowly, reluctantly set Rarity back on her feet, and stepped away. “It's ... different, sure, but you're just so excited about it ... “

“It is an ... artistic oppotunity, yes.” Rarity said, tightening her fingers around a paintbrush. “But the last thing I'd want to do is take advantage of--”

“Do it.”

“Beg pardon?”

“Do ... whatever ya like.” Applejack looked away, and scratched at the back of her neck. “It's ... kinda nice. You're kinda nice. So if you wanna tell me what to do for a li'l bit ... that's okay.”

“Are you saying ... “ Rarity gaped at her gorgeous, blushing friend. “That you ... and I ... and ... oh. Oh.”

“Aw hell, I shouldn't have said anything. I just made this weird.” Applejack paused, then looked around the pavilion full of nude models in varying shades of paint. “Er, weirder. I'm sorry, I dunno what got into me.” Applejack clenched her fists in embarassment, and then turned to grab a damp cloth from one of the supply tables. She breathed in deeply, and then bent over to start wiping the paint from her leg.

“Stop.” Rarity said.

Applejack blinked, looking over her shoulder at Rarity-- and immediately stood up straight again. “Yes'm.”

Rarity blinked, only then realizing the power she held-- and how much she enjoyed it. “Now then, Applejack, before you go about wiping out my hard work ... I ... I should let you know that, while unexpected, this isn't necessarily a ... bad situation we've stumbled into. It's just not ... something I've ever really thought of before.”

“Me neither.”

“I suppose the only thing we can do is ... work it out together, hm? But please, if I ever, ever overstep my bounds, tell me.” Rarity locked her eyes on Applejack's.

“I will.” Applejack nodded. “But, uh. Right now, I ... think I'd like you to do a little more steppin'. Well, not steppin on me but--”

Rarity held a slim finger to Applejack's lips. “I get your point. But ... perhaps we should find someplace a little more private, first?” Rarity glanced around the still-bustling artist's tent. Their intimate conversation had gone unnoticed (thus far), but Rarity didn't feel like taking any more chances.

Applejack nodded. “Yes'm.”

“Good.” Rarity said, and entwined her fingers with Applejack's, leading her to one of the curtained off sections. The space was about the size of a large dressing room, the floor covered with an eclectic assortment of cushions-- it was a hookah and a sitar short of a low-rent seraglio. No sooner had she pulled the curtain shut behind her, the reality of the situation sank in: here she was, naked, with an equally naked Applejack, who was letting-- no begging her to do whatever she wanted with her.

“Kiss me!” Rarity said, breathy-- and before Applejack could so much as murmur her obedient little response, Rarity grabbed twin handfuls of blond braid and pulled Applejack in for a lust-fueled kiss. For a few long, lovely minutes, Rarity savored the sweet taste of Applejack's lips-- but then wrenched herself away, all the better to work her lips downward, kissing-- worshipping as much of Applejack's tanned skin as she could reach.

“You are absolutely gorgeous-- Applejack. Mmmh. So strong, but so beautiful ... I don't know how long I've wanted to do this ... “ Rarity closed her lips around one of Applejack's stiff nipples, suckling briefly, wetly at the brown nub.

Applejack moaned softly, squirming. “You're just sayin' that. You're the pretty one--”

“Nonsense!” Rarity scolded. “I'll not have you disparaging yourself like that. I have an eye for beauty, darling, and I am never wrong about this sort of thing. So no more talk like that, or else I'll find something to gag you with, do you understand?”

“Yes'm.”

“Good girl.” Rarity cooed, and slid downwards, trailing lips and fingertips over Applejack's belly 'til she reached the juncture of her legs. “Mmm. This will have to go.” Rarity said, toying with the thick blonde curls between Applejack's legs. “I wouldn't want it to ... distract from the paint, hm? But we'll get to that later. First--” Rarity leaned in towards the juncture of Applejack's legs, then looked up the length of her body. “May I, Applejack?”

The cowgirl trembled, and nodded her head. “Yes'm.”

“Good.” Rarity scooted her knees underneath herself. “But ... ah, do forgive me, as I've never really done this before.” She leaned forward, and laid a delicate kiss upon Applejack's sex. The cowgirl clenched her teeth, holding back another moan, her lusts kindled to a proverbial bonfire by Rarity's previous orders.

Only encouraged by Applejack's response, Rarity leaned in, opening her mouth wider as she pushed her tongue between her friend's (lover's? canvas'?) folds. She worked the tip of her tongue up and down, luxuriating in the unfamiliar (but certainly not un-enticing) taste of Applejack's wet pussy. As Rarity's tongue curled to the top of Applejack's sex, the cowgirl twitched. Rarity made a muffled “aha!” sound of discovery, and soon closed her lips around Applejack's clit, teasing and suckling with inspired vigor.

Applejack choked out a gasp, her entire body shuddering at the pleasurable assault. She grabbed hold of Rarity's hair for support as she bucked her hips. Every muscle in Applejack's body bucked in pleasure as she reached a much-needed climax, wave after wave of overwhelming sensation flooding every nerve in her body. Finally, even Applejack's well-conditioned physique could take no more, and she collapsed onto a pile of pillows within the private area, panting and staring up at the ceiling. The cowgirl's chest rose and fell with a deep, almost hypnotic rhythm as she tried to regain her breath.

“Enjoy yourself?” Rarity purred, smug. She slid up the length of Applejack's body, marveling again at just how warm she felt.

“Yes'm.” Applejack managed.

“Good.” Rarity said, and bestowed another sweet kiss onto Applejack's forehead as she reached up to toy with her hair. “And I do hope you were paying attention, I'll expect you to repay the favor. I figure we should get a lot of this ... tension out of our systems before we finish painting you, hm? Wouldn't want to smudge the paint, don't you agree?”

“Yes'm.” Applejack smiled, and rolled to her side, propping herself up on one elbow to look down at Rarity's elegant, beautiful body. Slowly, hesitantly, she cupped one of Rarity's pink-capped breasts in a calloused hand. Rarity cooed at the touch, and offered herself to Applejack's gentle caresses in a vaguely feline manner.

“I'm glad we're on the same page.” Rarity gently put one of her hands over Applejack's, and guided it downward. She shivered as she cupped Applejack's fingers over her own heated mound, and then lay back, staring up at the tent's ceiling. Even as she parted her legs further for Applejack's exploration, Rarity couldn't help but voice a thought that came to mind.

“I wonder what the others are up to?”

Applejack didn't reply, finding something far more interesting to do with her mouth.

Rarity decided she liked this answer better.

Chapter 3

“Y'know, this reminds me of a book I once read.” Twilight Sparkle said to Sunset Shimmer as they walked through the dusty 'streets' of the Burning Mare festival. All around, people in garish costumes (or no costumes at all) talked and worked and performed in a surreal but utopian reflection of a 'proper' city.

Sunset Shimmer arched a brow.

“Not like that!” Twilight blushed. “It's just between some of the art installations--” Twilight gestured towards a ramshackle geodesic dome assembled from recycled aluminum struts. “--and all the people going around without any clothes on--” Twilight gestured to her own slim, bare body. “It's ... kind of like a planetary romance novel. Which, admittedly, usually featured just-barely-censored naked people on the cover so they'd sell more copies, but this is kind of similar. Just with less swordfights and multi-armed aliens, I guess.”

“Give it time.” Sunset Shimmer said, wryly. “I mean, after everything we've been through, hanging out in the desert without any clothes on is downright normal.”

“For ... certain definitions of normal.” Twilight fought down the urge to cover herself, and wound up fiddling with the shoulder strap of her backpack instead. Twilight had filled her bag with survival gear instead of school supplies (for once), even though there was a battered fantasy paperback stuffed into one pocket for literary emergencies.

“Are you alright?” Sunset Shimmer set a gentle hand on Twilight's shoulder. “You don't have to do this if you're not comfortable.”

“It's fine! I'm fine. Everything's fine.” Twilight forced a grin, but could only hold it for a few moments. “Or ... actually I'm kind of freaked out but ... in a good way? I mean, it's ... a different experience, to be sure. And it's important to keep one's mind open for new and novel things! Even if they can be ... intimidating. Not that it matters to you, with the whole, uh, Equestria thing.”

Sunset Shimmer squeezed Twilight's shoulder, gentle. “It's actually kind of the reverse. When I first came to this dimension, I had to get used to wearing clothes all the time, instead of just for special occasions. But that wasn't nearly as weird as getting used to walking on two legs and having thumbs.”

“That really does put things into perspective, doesn't it?” Twilight said. “Still, even though it's a little-- okay –a lot embarrassing, it's also ... kind of fun? It helps that naked is normal here. Or, uh, as 'normal' as anything gets in a temporary anarcho-utopian commune assembled in the middle of the desert can be.” Perhaps to prove Twilight's point, the wheeled pirate ship rolled by, its scantily-clad crew belting out lewd sea chanties.

“So anyway, what do you want to do?” Sunset said. “I mean ... there's just so much going on, it's hard to pick-- or even to figure out what to do first, you know?”

“That's a good question.” Twilight rummaged a water bottle out of her backpack, unscrewed the lid, and took a sip. Without being asked, she offered it to Sunset.

“Thanks.” Sunset accepted the bottle with a smile, and then tilted the bottle back. A few droplets of cool water splashed past the corner of Sunset's lips, and Twilight found herself momentarily transfixed by the slow movement of a shining droplet working its way down Sunset's chin, then neck, then lower still--

“That is so hot.” Twilight blurted, only to realize what she said a moment later. She forced her eyes back upward. “I mean! Uh, it'd be awful if you got too hot, you know? I mean, uh, temperature-wise. That hot. Because we're in a desert. Not that, y'know, you're not-- I mean, uh, oh hey I'm getting warm I should drink some more water okay thanks.” Twilight grabbed the water bottle from Sunset and set to chugging down the cool liquid just so she wouldn't have to keep talking. She downed about a pint before she had to come up for air, but was spared the task of guzzling the rest by the sound of Fluttershy's voice.

“Oh, there you are.” Fluttershy said as she walked up to the pair. With the playa dust sticking to her bare feet, and the desert wind ruffling her long pink hair, she looked like some kind of nature spirit, free and at peace with the world. Twilight told herself she wasn't jealous of Fluttershy's long, perfectly formed legs, or her trim, delicate waist, or even of Fluttershy's perky upturned breasts. What she was jealous of, however, was her friend's ability to show all of that off without a care in the world.

Another young woman followed Fluttershy, wearing only an old bandanna to keep her dreadlocked hair in check. She had a curvier, almost matronly build, a stark contrast to Fluttershy's willowy grace. Heavy breasts sagged down just slightly, and the other woman's hips flared out in a way that vaguely reminded Twilight of certain fertility idols she'd read about in an archeology textbook.

“Twilight, Sunset, I want you guys to meet my friend Tree Hugger.” Fluttershy said. “She's the one who first told me about Burning Mare.”

“Far out, more Burn Virgins!” Tree Hugger showed herself capable of hugging more than her namesake, as she soon pulled both Twilight and Sunset into a long, skin-to-skin hug. “I can tell your auras are like, totally blossoming right now.” She released the pair, and then took a step back, letting her half-lidded eyes take in the sight of Twilight and Sunset's nudity. “I mean, you just got here, and you've already left behind the trappings of the outside world. Underpants are like shackles for your soul, man.”

“That's ... one way to look at it.” Twilight said.

“Your friends are totally enlightened, Fluttershy.” Tree Hugger said. “They've gotta come with us to yoga.”

“Oh, that's a wonderfuly idea.” Fluttershy clasped her hands together and nodded eagerly. “I've really been looking forward to your yoga class.”

“Yoga?” Twilight said. “I mean, sure, the stretches have proven physical and mental benefits, but isn't a yoga class a little, um ... mundane? Just seems like a lot of effort to go out into the middle of nowhere just for some low-impact exercise.”

Tree Hugger just winked. “Trust me, this is gonna be waaaaay different.”

Tree Hugger led the three of them to a camp at the edge of the festival, with the nigh-endless stretch of the harsh desert stretching out beyond. Over a dozen people had gathered already-- most of them were already nude, but a couple quickly peeled out of their clothing once they got there.

Foam mats and water bottles were distributed, and soon the would-be yogis had arranged themselves in a loose, semi-circular formation, facing Tree Hugger. Twilight scooted her own mat slightly behind the others in a vain attempt to go unnoticed. Coincidentally, this also offered Twilight a view of Sunset Shimmer's bare back, which she told herself she wasn't staring at.

“Everyone ready?” Tree Hugger said. “We're just gonna start with some basic poses ... “ And the dreadlocked young woman started cycling through a series of yoga exercises, each one slightly more difficult than the last. As the group went into the straight-armed lunge of the warrior pose, Twilight felt the warm desert breeze roll over every inch of her body. Even though she'd been roaming around naked for the last few hours, the openness of the stretches made her even more exposed-- the pose kept Twilight from covering herself, or even slumping her shoulders in to make herself look smaller and more unnoticeable.

Before long, Twilight felt her shoulders and thighs begin to ache-- she wasn't in bad shape, per se, but Twilight certainly wasn't an athlete on Rainbow Dash or Applejack's level. Or even Sunset's, Twilight mused, as her eyes fell to the subtle play of the other girl's musculature. Tree Hugger led everyone into a downward position, forehead down on the mat, kowtowing. Twilight glanced upward-- just to make sure she was getting the pose right, of course –and found herself with an unexpectedly intimate view of Sunset Shimmer.

The perfect globes of Sunset's butt shifted as she worked through the pose, finally rising up to her feet. Twilight blinked, then mimicked the movements as best she could (though about half a beat behind, and with far less grace). Tree Hugger led the class through a few more poses, and then finally bid everyone to sit down in a cross-legged position to rest.

Twilight let out a huff of relief, rubbing for a moment at her thighs. She pushed a sweaty strand of hair off of her forehead and reached for her water bottle, taking a much needed drink. Tree Hugger started talking about some new-agey stuff that Twilight couldn't follow, until she picked out a key sentence.

“And now we're going to start the tantric section of the class.”

Twilight sputtered a mouthful of water out onto the hard desert earth. Sunset blinked, and looked over her shoulder at her friend. “Whoa, are you okay?” She murmured.

“I'm fine!” Twilight said, forcing a grin. “I, uh ... was just thinking about heading back to camp, that's all.”

“Really?” Sunset blinked. “Because I've never heard of 'tantrics' or whatever, so I'm kind of curious.”

“I ... think you're going to find out pretty soon.” Twilight said.

Meanwhile, Tree Hugger beckoned with one finger, and a smiling, blushing (and, of course, still gloriously nude) Fluttershy stood and walked over to her mat. She knelt down facing Tree Hugger with her palms on her thighs.

“So, like, modern society is designed to manipulate us by our sexuality, and then, like, shame us for it.” Tree Hugger reached out and ran a hand over Fluttershy's shoulder, earning a little shiver and a faint moan from the pink-haired girl. “Which is why it's important to release all that pent up energy to unlock your lower chakras, and achieve total soul-freedom. You can do it yourself, but this works a lot better with a partner.”

Tree Hugger smiled, and studied Fluttershy's bared figure. Fluttershy blushed-- but arced her back and scooted her knees apart for further inspection. As Tree Hugger ran her hands over Fluttershy's body, Twilight and Sunset could only watch.

“Should we ... say something?” Sunset murmured.

“She looks like she's enjoying it.” Twilight held a hand up to her mouth. Fluttershy, meanwhile, tilted her head back and gasped as Tree Hugger slid a hand up the inside of her thigh.

“Really enjoying it.” Twilight added on.

Tree Hugger leaned forward to murmur something to Fluttershy-- the pink haired girl nodded, and then turned around to face the rest of the 'audience.' She leaned back against Tree Hugger, cuddling in against the busty, dreadlocked woman, and then spread her legs, revealing a tuft of wispy pink hair, and the moist folds of her sex underneath. Fluttershy squirmed in place and breathed in deeper, each intake of breath causing her perky tits to rise and fall.

“So I'm gonna help Fluttershy break down her psyche-barriers, and help her envision her 'now' as a fully realized sexual being.” Tree Hugger slid her hands down the front of Fluttershy's body, and then up again, finally settling on squeezing her perky breasts.

“What did she just say?” Sunset murmured to Twilight.

“I think they're gonna do it.” Twilight murmured back.

“Oh.”

Tree Hugger cupped a hand between Fluttershy's legs, and then, pulling her closer to her body, she eased two fingers into Fluttershy's waiting pussy. Fluttershy gasped aloud, staring straight up into the desert sky, wide-eyed. “Oh!” she said, reaching back to tangle a desperate hand in Tree Hugger's dreadlocks. “More!”

Tree Hugger was more than happy to oblige. She dipped her head to plant a gentle kiss on the side of her pink-haired lover's chest, and then started working her fingers in and out of Fluttershy's cunt, pleasuring her in full view of the yoga class. The audience only encouraged Tree Hugger and Fluttershy, as the former's fingers kept moving faster, and the latter's moans kept growing louder. Fluttershy finally let out a final, almost relieved cry as she reached orgasm, body tensing up into a ball as she rode out the feeling. She choked out one last cry of pleasure, and then sighed happily, cuddling up against Tree Hugger's generous chest.

“See that?” Tree Hugger looked up at the class as she gently stroked Fluttershy's hair. “That's what a totally uninhibited spirit looks like. If you guys can like, find someone on the same wavelength, you should totally try it.”

This earned some murmuring from the rest of the class-- some of the watchers took this as their cue to leave, while others began to pair off, scooting their mats together in order to begin their explorations.

Twilight, however, kept still. “This ... is not what I expected.” She said.

“Not what I did, either.” Sunset turned to look at Twilight, revealing cheeks blushing as red as her namesake. “I mean ... the whole nudity thing isn't so bad, but I wasn't expecting ... “

“Fluttershy, of all people?” Twilight said. “But ... I guess it kind of makes sense, if you think about it. You gotta watch out for the quiet ones, and all that.”

“I guess so?” Sunset Shimmer said. “At least Fluttershy seems to be enjoying herself.”

“Are you?” Twilight blurted.

“I ... well, it's weird, but yeah?” Sunset Shimmer scratched at the back of her neck (which happened to put her in a vaguely centerfold-worthy pose, highlighting her definitely centerfold-worthy figure). “I mean, there's nothing at all like this back where I'm from.”

“There's nothing at all like this where I'm from.” Twilight said, fiddling with her glasses.

“Got me there.” Sunset said with a little laugh. “But ... do you think she's onto something?”

“Who, Tree Hugger?”

“Yeah. Like ... maybe she has a point? Going and doing ... stuff, just wherever, and not caring about who sees it?” Sunset reached out and ran her fingers over Twilight's knee-- gingerly, as if the brief contact might somehow burn her. “It might be worth, uh ... trying out. I mean, if you're okay with it.”

“Okay!” Twilight blurted, feeling a blush spread down from her cheeks to her chest. “I mean. Uh. It's just that you're really, really pretty, and, uh ... you don't have to settle for me if you don't want to.”

“Twilight.” Sunset said, stern. “I'm not settling.” With that, the redhead scooted over onto Twilight's yoga mat, sitting directly in front of her. She touched a hand to Twilight's cheek, then leaned in to kiss her.

Twilight sighed, justifications slipping away as she savored the brief, delicious kiss. Sunset wasted little time, soon pulling Twilight into her lap, savoring the feel of skin on skin. The redhead turned her attention lower, gently kissing along the side of Twilight's neck, and down to her collarbone.

Twilight melted.

At the back of her mind, Twilight knew she should reciprocate, knew she should do something to repay Sunset for giddy pleasure each touch of her lips sent through her-- but at that moment, she simply couldn't. Twilight could only make blissful, wordless sounds, allowing Sunset to touch and explore however she wished.

Sunset pulled Twilight into her lap, supporting her with one arm, even as her other hand slid across the outside of Twilight's thigh. Obligingly, Twilight opened her legs, gasping softly as she felt the hot desert air wash over her even hotter pussy.

Sunset worked her soft palm up the inside of Twilight's leg, only to stop, meeting Twilight's half-lidded gaze. “Are you sure ... ?” Sunset said, loving concern in her eyes.

“Absolutely.” Twilight said, and grabbing the back of Sunset's neck to pull her in for another kiss. Sunset giggled through the kiss, and then let her hand stray further, gentle fingers stroking the folds of Twilight's sex. The nerdy girl began to pant, reaching down to cup her hand over Sunset's, guiding her fingers to just the right places. A moment later, Sunset pushed a finger between Twilight's folds, curling it in little circles within her friend-turned-lover. Twilight gasped, arcing her back and grinding her hips onto Sunset's digit. Twilight's head lolled, and she stared straight up into the blue desert sky as a sudden orgasm wracked her body-- all the tension of the last several hours suddenly released in a single, nerve-burning moment. Twilight mewled and panted, struck momentarily dumb by the force of her climax.

“Twilight?” Sunset said, voice breaking a little. “Are you okay? I didn't mean to--”

“Oh!” Twilight blinked her eyes back into focus, and reached up to fix her glasses that had been knocked askew in her writhing. “No, that was ... wow.” She shivered again, and cuddled in closer to Sunset's naked chest.

“Aw, you guys are so sweet.”

Twilight and Sunset blinked, looking up from their sweaty, post-coital reverie to look up at Fluttershy. Still naked (and now with a faint shimmer of lewd moisture between her legs), the pink haired girl clasped her hands in front of her face as she looked down at the pair with wide, adoring eyes.

“Oh, um. Didn't mean to interrupt. It's just that it was such a cute moment.” Fluttershy murmured, hanging her head a little so her hair hid her face.

“It's alright, Fluttershy. Twilight probably needs a breather anyway.” Sunset pet at her friend's purple hair.

“That ... might help, yeah.” Twilight panted-- Fluttershy bent over and offered her a water bottle, which Twilight took thankfully. “But ... where's Tree Hugger? Shouldn't she be tantric-ing with you?”

“Oh, she's busy.” Fluttershy glanced over her shoulder, nodding to a yoga mat on the other side of the circle, where Tree Hugger entwined herself between two well-muscled men. Twilight stared, blushed-- and then looked around for a moment as she noted several other couples (and even a trio or two) spread out, engaging in their own tantric explorations.

“You're not, uh, jealous?” Sunset said.

“Why would I be? Tree Hugger's just trying to help as many people as she can. Isn't that great?” Fluttershy said with a dreamy smile.

“I ... guess so?” Sunset rubbed at Twilight's shoulder. “I guess it at least helped me and Twilight a little bit.”

“Wait--” Twilight sat up, finally regaining control of her body. “You still haven't been, uh ... helped, Sunset.”

“You don't have to-OOoh!” Sunset's protests trailed off as soon as Twilight closed her lips around one of the other woman's nipples. Twilight greedily suckled at Sunset's tits, easing her down onto her back.

Sunset gasped, moaned, and looked up at Fluttershy, who watched the pair with wide, admiring eyes. “Don't mind me.” Fluttershy murmured. “Just pretend I'm not even here.” As the pink haired girl spoke, Sunset saw one of Fluttershy's hands stray down between her freshly sticky thighs.

Sunset opened her mouth to say something-- anything, but could only make delighted sounds of pleasure as Twilight worked her way lower, sealing her lips over Sunset's own pussy. Twilight's tongue fumbled over Sunset's sex-- more than making up for a lack of experience with sheer enthusiasm. Twilight's tongue wiggled between Sunset's folds, lapping and licking with broad, strong strokes. Sunset rolled her hips, inviting Twilight in further, and further still-- until, possibly on accident, Twilight brushed Sunset's oversensitive clitoris with her tongue, and Sunset came.

Hard.

She grabbed hold of Twilight's purple hair and bucked her hips, riding out her climax with wanton, feral lust. And yet, through it all, Twilight kept her mouth on Sunset's pussy, eagerly lapping at the swollen, soft folds. Sunset panted, finally coming down from her orgasmic high ... only to blink as Twilight tapped at the side of her leg.

“Can't ... breathe ... “ Twilight murmured, at which point Sunset realized just how tightly she'd been holding Twilight in place with her legs.

“Sorry!” Sunset said, releasing Twilight from the impromptu scissorlock. “I, uh ... must have gotten carried away.”

“It's fine. I'm fine.” Twilight said-- and then slithered up the length of Sunset's body to cuddle against her, planting a brief, shy kiss on her cheek. “... more than fine, really. You ... you're really sexy when you ... well, when you do anything, really. But especially when you do that.”

Exhausted, but in a good way, Sunset, Fluttershy, and Twilight made their way back to their campsite. They walked arm in arm, occasionally sneaking in affectionate little touches here and there. Applejack and Rarity had already returned by the time they came back; the former still painted with the curly vines & flowers motif, and the latter lounging decadently in a folding camp chair (complete with raised footrest).

“Oh, hello darlings!” Rarity waved cheerily at the returning trio. “What have you been up to? Or should I even ask?”

“We did some yoga.” Sunset Shimmer said, opting for the truth (if not in whole).

“And we also made some very important tantric-breakthroughs using some intimate connectivity techniques.” Fluttershy didn't mean to hide behind the psychobabble, but the blank looks from both Rarity and Applejack told volumes.

“Uh. Riiiiiight.” Applejack said. “Y'all didn't see Pinkie or Rainbow Dash while you were out, did ya?”

Twilight shook her head-- at which point Pinkie Pie entered on cue.

“All hail Lord Pinkmungus!” Pinkie Pie wore knee-high lace up boots, a hockey mask, and a leather harness that only framed her generous curves, leaving her thick nipples and unruly pink bush on display. The hockey mask muffled her giggle, but Pinkie soon pushed it back so she could wink at her friends. “Don't worry guys, it's just me!”

“That's a relief.” Rarity said, deadpan.

“Where n' tarnation did ya get a getup like that!”

“At the Thunderdome, where else?” Pinkie Pie said, beaming even wider than usual. “Turns out I'm really good at hitting people with sticks while jumping around on bungee cords, and then I made everybody pancakes, and then they decided to make me lord of the wasteland! Isn't it great?”

“I, uh ... guess so?” Applejack said.

“Oh oh oh! And I forgot the best part!” Pinkie Pie pulled the mask back into place, snapped her fingers, and then did her best imitation of a gravely growl. “Get over here, minion!”

Begrudgingly, Rainbow Dash stepped out from behind the tent. She'd picked up an accessory as well: a plain black dog collar, buckled loosely around her neck. “ ... I lost a bet.” She grumbled in way of explanation.

“And now Rainbow Dash has to do anything I tell her to!” Pinkie Pie said.

“Oh. My.” Fluttershy held a hand up to her mouth, surprisingly scandalized for someone who'd orgasmed in front of an audience only an hour earlier. “You mean Rainbow Dash now has to offer her body to you so she can satisfy your every debauched whim? That is, um, if she's okay with that.” She trailed off into a characteristic murmur. “I mean, uh. Just thinking aloud, here.” She said in an even smaller voice.

“Dude. Fluttershy. You just put way too much thought into that.” Rainbow Dash said.

“I haven't!” Pinkie Pie said, blue eyes gleaming behind her hockey mask. “Thought about it, that is! I was just gonna have Rainbow Dash carry my stuff, but your idea sounds even more fun!” She spun around, bouncing in place in front of her friend-turned-minion. “Whaddya say, Rainbow Dash? Feel like being my kinky li'l love slave? It'll be fun!”

“Uh.” Rainbow's eyes went wide as she found herself staring down at Pinkie's generous, jiggling chest. “I ... uh ... I'll get back to you on that?”

“Okay!” Pinkie Pie said, and pushed the hockey mask back up her forehead. “Just lemme know when you wanna get freaky! But before that, I'd better get some food ready-- and you're going to help me! Mwa ha ha ha!” The pink haired overmistress of the wastelands bounded over to the camp kitchen she'd set up, giving Rainbow Dash a playful smack on the rump in passing.

Rainbow squeaked in surprise, but soon followed Pinkie anyway, rubbing at her bared butt. “Stupid sexy Pinkie Pie.”

“Well then. That ... happened.” Rarity arched a brow, watching Pinkie and Rainbow head to the other side of their campsite. A moment later, a sly smile crossed Rarity's lips, and she stood up straighter. “Oh, Applejack? Why don't you help them out? Do be sure to obey Pinkie's every suggestion?”

“I ain't afraid to help, but it looks like Pinkie's got it all under control.”

“Applejack.” Rarity said, sweet but stern. “You do want to be helpful, don't you?”

Applejack's green eyes went wide, and her shoulders tensed a little, causing the vines and flowers painted across her skin to shift, ever so slightly. “... yes'm.” She murmured, and then tromped off to help Pinkie and Rainbow, who were already into the 'juggle the ingredients' phase of meal preparation.

“Hold on.” Sunset Shimmer said. “Rarity, are you and Applejack ... “ she trailed off, realizing that she couldn't think of the proper words to describe what she just witnessed.

“A lady doesn't kiss and tell, darling.” Rarity said, prim and proper-- at least as prim and proper as she could be, reclining in the nude. “It's not like I'm asking about whatever debauchery you three have been up to.”

“How did you know?” Twilight blurted.

“Please, darling. One cannot go far in fashion if they're blind. When you went off exploring, you couldn't keep your eyes off of Sunset-- not that I can blame you, as she's quite lovely, objectively speaking –and now that you're back, you can't keep your hands off of her. Again, not that I can blame you. Objectively speaking.”

“Uh!” Twilight looked down at the arm she had around Sunset's waist. “I-- um--”

“You don't need to explain.” Rarity said. “We're all ... exploring? Is that the proper term? Perhaps it's something in the water. Or, er, lack thereof. Desert and all. Which ... reminds me. Oh, Applejack?” Rarity cupped a hand over her mouth for extra projection. “Bring me a bottled water, won't you?”

“Yes'm.” Applejack bent over to rummage around in the cooler, presenting quite the view to her friends, who concealed their glances with varying levels of success. The farmgirl walked back to Rarity, offering the plastic bottle to the purple-haired girl, who accepted it gracefully.

“Thank you, darling.” Rarity cooed. “Now, don't mind me-- go ahead and help with dinner, then.”

Applejack glanced over at Sunset, Fluttershy, and Twilight, as if only then realizing their presence. “Uh ... yes'm.” She admitted with a blush, and went back to the kitchen-corner of the campsite.

“Oh. Oh my.” Fluttershy looked down at Rarity with a look equal parts admiration, scandal, and more than a little jealousy. “Y'know, um, Rarity, if you and Applejack ever wanted to--”

“Food's ready!” Pinkie Pie chimed in. She had tied on a fluffy blue 'Kiss the Chef' apron over her wastelander harness, and balanced a chef's hat atop her hockey mask for a bizarre but cute combination. Pinkie snapped her fingers, and soon Rarity and Applejack both hurried up, bearing bowls of fresh pasta salad, cool and refreshing.

The seven of them dug in, soon laughing and chatting amongst themselves despite the frankly absurd circumstances. The pasta salad was filling-- but didn't last long, especially given the appetites most of them had built up from the day's earlier activities.

“You ever wonder if this is what it was like, thousands of years ago?” Fluttershy said from where she sat on an old couch cushion, serene and cross-legged. “No clothes, no schedules, no worries about the wider world ... “

“Except for sabertoothed tigers trying to eat you!” Rainbow Dash said with a smirk.

“Oh, I bet I could make friends with a smilodon if I tried.” said Fluttershy.

“If anyone could, darling, it'd be you.” Rarity said. She had a bottle of water in one hand, and rested the other upon Applejack's shoulder, as the cowgirl had 'coincidentally' settled into the chair beside her. “Though ... not to pooh pooh your little fantasy, it's worth noting that our ancestors didn't have pasta salad. Or sunscreen. Or-- well, any of this.” Rarity gestured to the cozy campsite they'd set up mere hours before.

“Oh. Right.” Fluttershy said. “But still ... I ... I just love the opportunity to be, to be--”

“Gratuitously naked?” Pinkie Pie said, and flung off her apron. “Me too!”

“ ... I was gonna say 'free.'” Fluttershy said. “Just ... to do whatever you want, whenever you want, however you want.”

“Oh! That's fun too!” Pinkie Pie beamed.

“Ooof.” Sunset Shimmer eased herself into an empty camp chair. “Right now all I want to do is get to bed--”

Twilight perked up.

“--get to sleep, I mean.” Sunset said with an apologetic smile. “We just got here this morning, but I'm exhausted. I dunno if I'll be able to keep this up for a week.”

“Do you think you could stay up a liiiiittle bit longer?” Fluttershy said. “Tree Hugger said there's always a big dance party on the first night, and I don't want to go alone.”

“Dance party? I'm in!” Pinkie Pie said, and immediately bounced to her booted feet and started shaking what her mother gave her (which was quite a lot). “But it'll be even more fun with all seven of us, right guys? Right!?” Pinkie ceased dancing to give an affectionate but still meaningful glare at her friends, hands propped on her hips. “You're not going to disobey Lord Pinkmungus, Champion of the Thunderdome, are you?”

“... when you put it that way, I don't know how I can say no.” Sunset Shimmer mused.

The sun began to set over the desert, and Burning Mare's motley population of hippies, adventurers, and self-proclaimed weirdos began to stream towards the center of the camp, where an enormous wooden horse statue had been built. Electronic music blared from massive speakers set up on either side of a wooden stage, upon which a steady parade of performers danced by. There was no distinction between the audience and the performers, as people clambered up onto the stage, or jumped back down into the crowd.

Even with the setting sun, the hot desert air went from 'scorching' to merely 'warm,' and so most everyone had forgone all but the most minimal of covering. As the blaring techno settled into a vaguely tribal beat, Twilight found herself wondering if Fluttershy might have had a point about throwbacks to a more primal era. The Burning Mare Festival was, Twilight mused, a funhouse mirror reflection of ancient fertility festivals, or even certain fool's festivals where normal rules of society were reversed, if not ignored altogether. Twilight wondered if anyone had ever thought to research the inherent similarities, only to realize that the nearest academic library was hundreds of miles away--

“Twilight?” Sunset put a hand on her purple haired friend's shoulder. “You okay?”

“Oh! I'm fine. More than fine.” Twilight smiled, and then slid closer to Sunset, nestling in against her side. The feel of warm, soft skin against hers felt comforting-- felt right –even as it kindled an entirely different kind of warmth in Twilight's chest. The two stood at the edge of the dancing, pulsing crowd-- their friends had braved in a little deeper, led by the always intrepid Lord Pinkmungus.

“Just ... thinking, that's all.” Twilight said.

“Don't get too caught up in your own head.” Sunset Shimmer turned to brush her lips over Twilight's cheek in a chaste little contact. “They're about to announce the Princess of the Playa.”

“The who of the whatnow?” Twilight said, and bit back the urge to make historical comparisons.

“I don't know either, which is why I'm curious.”

“IT IS TIME!” A lithe, slightly androdgynous man in little more than cutoff jean shorts and body glitter said from the stage. “TIME TO MEET, TO HONOR, THE ONE WOMAN WHO HAS MADE ALL OF THIS POSSIBLE! TO PAY TRIBUTE TO OUR MAGNIFICENT QUEEN! TO THANK HER, TO PRAISE HER FOR BRINGING US HERE TODAY! I NOW PRESENT, TO YOU, OUR PRINCESS!”

Rapturous applause rose from the crowd as a pair of patchwork curtains at the back of the stage parted, drawing back like some strange approximation of a classical painting to reveal The Princess.

There was no question she was The Princess of the Playa-- no one else could be that magnificent. She was tall, nearly amazonian, with a figure that bordered on perfection. Her voluminous hair streamed in some gentle, flattering wind, held only in check by a tiara around her forehead.

Nearly all of her flawless, pale skin was on display, as the Princess wore little but roman-style sandals, a thin and gauzy loincloth of black silk, and a gleaming array of golden bracelets about her arms and wrists. Bare breasted, and proudly so, the Princess basked in the attention and adoration of the crowd. Her loincloth swished gently as she took several long-legged strides across the stage-- Twilight imagined those in the front row were getting quite the show.

The Princess of the Playa bowed elegantly to the man in the jean shorts, revealing white, halloween-costume angel wings strapped to her back in a whimsical decoration. She accepted a microphone and began to say something about welcoming everyone to the festival, but Twilight and Sunset didn't listen, instead only staring at each other in shock.

“Is that--” Twilight said.

“It can't be--” said Sunset.

And then, in unison:

“Principal Celestia!?”