Rainbow flew through Ponyville, her brain racing. These new hypnotic powers, coupled with this awesome dick, could be used to get her into trouble as well as get her out of it. She’d already made a list of targets. No need to put Twilight or Pinkie Pie on it. They’d been her first “victims”. Mentally putting a line through their names, she hovered over Sweet Apple Acres, grinning. Applejack, her friend and rival. Her toughest challenge.

Part of her wanted to save Applejack for very last, but she wasn’t listening to that part. The twitching of her mare cock was eager to fertilize a farmer’s seeds. Flying down, she landed lightly on the roof of the farm house, looking out over the orchard for any trees shaking, any apple buckets being moved to the path to be picked up, any signs of where Applejack was. Not seeing anything right away, she turned around and flew towards the south of the barn. The south fields tended to be pretty busy. Looking straight down, she saw stacks of empty apple buckets and sighed.

“Damn. She’s done already... that means she could be in town.” She thought to herself as she looked around the farmhouse. If Applebloom were older, she’d be fun. Cute red mane and tail, a cute nose, she was everything Applejack was in a younger package. Hearing a bark down below, she looked down and saw Winona run around in a circle before stopping and barking at the door. Applejack came outside a second later, hanging her hat on a small hook next to the door and kicking a ball into the air before sending it flying into the orchard for Winona.

“Is she... taking a break?” Rainbow asked herself before flying down and landing behind her. “If you turn around, you won’t see anypony here.” She implanted in Applejack’s mind, testing how powerful her new mental abilities were. Sure enough, Applejack turned around but didn’t seem to see her as she turned back around to greet Winona. “Winona won’t either.” She thought and Winona remained quiet, despite Rainbow standing right here. “Hmmm... ok... now to test this power of mine. Send Winona to help Big Mac.”

“Hey Winona, go find Big Mac and give him some help, will ya girl?” Applejack asked and Winona barked and took off. Applejack watched as her dog lopped off at an easy run, Rainbow Dash standing directly in front of her, completely unseen by the mind controlled mare.

“It’s hot outside, so you wanna take a break at the lake to cool down.”

“Ah should take a break and go cool down at the lake.” Applejack said before looking at the house. “Applebloom, Ah’m goin’ t’ the lake t’ relax a bit. Mind th’ farm with Big Mac for me.” She shouted, getting a barely audible reply back from inside the house before she turned and walked down to the lake. Rainbow followed at a leisurely pace, not too concerned with much. Her “mind powers” would make short work of anyone spotting her, making them forget she was there. As Applejack reached the small lake at the furthest edge of town, she looked around for a moment before laying down on the beach, near the water.

Typical Applejack, wanting to make sure no one was seeing her be lazy. Rainbow smiled as she trotted up behind her friend. “When you turn to your right, you’ll see my cock and feel an urge to suck it.” She thought as she trotted up beside Applejack. Applejack turned to the right just as Rainbow reached her and her eyes widened at the shaft of mare meat in her line of sight. “Unprompted”, Applejack leaned over and gave it a lick, licking her lips to test the taste. A moment later, she rolled onto her back, Rainbow stepping over her, and reached up, pulling her rival’s hips down, Rainbow’s cock gliding easily down Applejack’s throat.

Rainbow reacted as any mare in her situation would. She lowered her hips, pressing her medial ring into Applejack’s mouth, her cock head easily reaching the base of her friend’s throat. AJ gag-moaned around Rainbow’s cock, her hooves going slack on either side of her and Rainbow took the initiative, moving her hips in slow, rocking motions. With each thrust in, Applejack swallowed, Rainbow’s medial ring exiting her mouth with a pop before pushing back in. A slow, steady motion. “I’m fucking my best friend’s throat. This is totally awesome.” Rainbow thought as she picked up the pace of her thrusts just slightly.

A light scrape warned her of teeth and she looked down and paled. Applejack’s mind control was over, and she was pissed. Pulling her mouth off of Rainbow’s cock, she glared up at her friend. “What in tarnation are you doin’ Rainbow Dash. And where in Celestia’s tits did you get a dick?” She asked and Rainbow grinned, rubbing the back of her head.

“Um... long story...” She said and Applejack stood up, “accidentally” brushing her rump against Rainbow’s dick.

“Why was it down mah throat? Ya know dicks don’t go there.” Applejack snapped and Rainbow blinked. “If’n ya wanna use it on me, use it proper.” She said before turning around and lifting her tail.

“Wait... hang on. Um, Applejack, are you sayin’ you want me to...”

“Ah want ya to use it fer what it’s s’posed t’ be used fer. Now quit yer belly achin’ and fuck me. Ya already forced me t’ get it all lubed up fer ya.” She said and Rainbow’s mind nearly broke before she regained herself, planted her forehooves on Applejack’s back, and plunged herself into her best friend’s wet folds. Applejack moaned in response to the invasion and pushed herself back on Rainbow, taking her all the way to the base. “Now ya can move.” She said and Rainbow’s ear twitched as she thrust steadily into Applejacks cunt.

AJ moaned louder, her forehooves giving way and forcing her to a tail up position. Rainbow utilized this to pull AJ closer to her and pound in harder, her cock twitching in the grip of her friend’s wet pussy. Every thrust was met with a moan, each time her medial ring popped free, Applejack squeaked only to moan louder when the ring popped back into her. Each pop was audible, wet and seductive enough that Rainbow couldn’t help but push her cock back in if only to hear it again. Applejack moaned as Rainbow pounded her friend’s pussy, every pop of her medial ring going in and out sounding to her like the horns of heaven itself.

Rainbow could feel herself peaking, even as she pounded Applejack’s hot pussy. Gritting her teeth, she tried to hold back as best she could only to release into her friend as Applejack jerked back onto her, locking her inside as the two of them orgasmed together. When Applejack collapsed, Rainbow was pulled down with her, her cock growing flaccid slowly and popping free of Applejack’s stretched mare cunt. “That... was worth it...” Rainbow panted as she slowly stood up. “I was never here. You dreamed up the whole thing.” She implanted in Applejacks mind as she looked at her best friend and best rival. “Also... I win.” With that, Rainbow shot into the air in search of her next target.

“Hm... should I get cocoa with this one? Or fudge?” She asked herself as she flew towards the home of her next “victim of a good dicking”.

Author's Note

Another slightly rushed one, I think, but I've got a BRILLIANT idea for the next chapter. If anyone can guess who the next victim is, you win a prize. A free commission.