Flying over Ponyville, Dash was on the lookout for her next target. The next victim of her new found dick. If she had her way, she could turn all of Ponyville into her willing slut-mare harem. But she had her eyes set on three more. This particular target had a cart of dresses behind her, being pulled by her loyal dragon admirer. The two of them were headed to the train to go to Manehatten. The mare had a fashion show on Bridal Way. Rainbow spotted her just as she boarded the train and shot, quick as a bolt of lightning, into the adjacent car, buying a ticket as she went.

“Ok... two or three choices here. I can brain wash her into going to the storage car, where nopony will be to see us, and fuck her brains out there. I can wait until we reach Manehatten, follow her to her hotel room, wait until Spike goes to his own room, and fuck her brains out then. Or I can wait until we’re going through the longer of the two tunnels on the way there, invade the train car she’s in, get a quickie fuck in to get her aching for more, and then fuck her in her hotel room when she’s aching for a finale.” Dash thought to herself as she sat down on her seat.

“Which one would be more fun though...?” she asked herself as the train jerked into motion. As the snack cart came by, Dash got a brilliant idea. Focusing on the mare pushing the cart, she shot an idea into her head. “You will suggest to the mare with the three diamond cutie marks to move one car back, for a VIP seat.” She said and the mare jerked a bit before walking on, a smile on her face. “And now... we wait.” She said as she hunkered down, her ear trained on the door.

When she heard the door open, she peeked around and saw Rarity approaching. “You will sit in this booth, across from me, but you will not see me. You are alone on this train car.” She thought and Rarity moved to the booth Rainbow was in, sat directly across from her, Spike going to a seat further up with her bags, and smiled as the stewardess came by. “Buy four chocolate pastries and two donuts.”

“I’d like to buy four chocolate pastries and two donuts please.” Rarity said and the mare smiled, exchanging her bits for the treats. When Rarity returned to the seat, Dash watched as the stewardess left. She’d been on this ride often enough to know that there was plenty of time before she made her rounds again.

“Instead of eating three of the chocolates, you will squash them against your pussy and rub them in so the flavor is all over. The donuts you can eat.” Dash thought to Rarity and Rarity blinked momentarily before squashing three of the chocolates onto herself and rubbed them in, her legs instinctively spread, giving Rainbow an uninhibited view. She watched as Rarity stroked herself, the chocolate staining her lips before she pulled her hoof away and licked it clean, her horn levitating one of the donuts up. The display had quickly hardened Rainbow’s dick.

“Buck, I can’t hold it anymore. You see something amazing out of the window and lift your rear into the air, bracing yourself on the window to get a better view. You will not fight what happens next.” She thought at Rarity, who did exactly as commanded, bracing herself against the window with both forehooves. Rainbow moved around behind her, shifted her tail out of the way, and plowed her stiff rod into her friend’s chocolate covered mare cunt. Rarity moaned in ecstasy as she was penetrated, rolling her hips to attempt to take in more of the cock entering her pussy. Rainbow pushed her cock entirely into Rarity, hilting inside her.

Rarity moaned loud as Rainbow rolled her hips further, pistoning in and out of her fashionista friend’s tight cunt. Gripping Rarity around the barrel, she thrust harder into her mildly brainwashed friend, her balls slapping against Rarity’s thighs with each thrust. Harder and harder she pounded, unable to go any deeper to feel the amazing sensation of Rarity around her. Rarity threw her head back and came as Rainbow’s cock ground into her, pulling out ever so slightly before grinding back inside her.

Leaning down, she bit down on Rarity’s shoulder, thrusting harder inside her. The sudden pain of Rainbow’s bite caused Rarity’s pussy to clench tight around Rainbow’s hard shaft. That sudden tightness was all it took to push Rainbow over the edge, her balls emptying inside her friend’s belly. It was all she could do to keep from being forcefully ejected by her own ejaculation, wrapping her forehooves around Rarity’s middle to hold her in place. When she’d finally stopped twitching, she slowly freed herself from her friend, lowering Rarity softly onto the floor between the seats. Glancing down the train car, she sat one of Spike's spines and forced a thought into his mind. "You will ignore everything you just heard, forget it happened, and just go about your day with Rarity when you get to Manehatten. Confident that the thought stuck, she went to a separate care to wait out the remainder of the trip.

Before stepping out of the train car, she stared at Rarity’s flank for a moment before closing the door. “At least no one will bother her back here. I’d best stay back here too, so I can nudge her when we arrive.” She thought to herself as she climbed up on the seat and lay down. Looking around, she spotted something in one of the luggage racks and pulled it down. A first edition copy of Daring Do and the Sapphire Statue. Holding back a squeal of delight, she settled in to read for the remainder of the trip.

Another hour found Rainbow exiting the train in Manehatten, Rarity two cars ahead of her, a slightly confused look on her face. Following her friend, she kept just far enough back to as not be “suspected of following someone” but close enough to see if she entered a building. As they walked, Rainbow spotted two hotels she could have gone into, only for Rarity to pass them up. “Is she staying with a friend?” Rainbow asked herself as she followed Rarity down the street. When she turned into her boutique instead, Rainbow flew down to the window and peered in. Following Rarity’s path, she watched her disappear up the flight of stairs and snuck in, disappearing behind the desk as quickly as she could.

“Hello and welcome to Rarity fo...” Rarity stopped as she entered the main lobby. “Hm, I guess not. Well, I’d best get back upstairs and finish putting my clothes away. Three days here in Manehatten, the greatest city of fashion in all of Equestria. All to myself.” She said as she turned and walked back up the stairs. Rainbow followed her slowly, stopping at the door to the bedroom and looking around. Rarity had left it open.

“What does she have to worry about after all? This is Manehatten, no one breaks in to fashion shops.” Rainbow thought as she peered inside. Empty. The door into the onsuite bathroom was closed and, though it was faint, Rainbow could hear the shower going. Trust Rarity to immediately take a shower upon arriving at her destination. Smiling to herself, Rainbow walked into the bathroom, closing the door behind her hard enough to make it seem like an errant breeze from the open window had blown it open.

Rarity glared at the door and used her magic to lock it so it wouldn’t happen again, Rainbow standing beside the door as Rarity tested the bath water. “A bath rather than a shower? Good choice. For me.” She said to herself. “Before you get in, you’ll just stand there with your tail to the side, accepting my dick as if you were a sex starved whore.” She said into Rarity’s mind. Rarity, for her part, shivered just a little before her tail swayed to the side, staying in that position as Rainbow stepped up behind her friend and peered into the tub. It was full enough now. “Turn off the water.” Rarity did exactly that and Rainbow braced herself on Rarity’s back, plunging her hard cock into her friend’s pussy as she had on the train.

Rarity moaned as the shaft entered her, her forehooves slipping into the tub and splashing them both with water. After the good pounding on the train Rainbow had given her, Rarity’s sex pot took every inch of Rainbow’s dick, all the way to the base. Rarity yelled out in ecstasy as Rainbow claimed her friend’s hole as her own, every thrust dragging another moan out of Rarity until she clenched around Rainbow’s cock, her orgasm shaking her so badly she slipped and fell into the tub, Rainbow releasing over her back and onto the wall of the tub. Before Rarity could surface, Rainbow took off, racing out of the room, through the open window, and back towards Ponyville.

“Well, that’s four. Twilight, Pinkie, AJ, and Rarity. Next stop, the cream of the crop, the best mare to keep me occupied. Probably my best friend ever... I think flowers for this one.” She thought to herself, smiling as she looked at her now empty bag, the box of chocolate roses on the bedside table of Rarity’s temporary room. As she sped home, she gave it some thought and nodded. “Yeah, definitely flowers.”

Author's Note

Some minor editing went into it before I published, but I think I got everything fixed so it makes more sense. And before anyone asks about Spike, I didn't necessarily forget him, I was just trying to focus on the main characters of the story. Assume he's either still on the train, distracted by the Daring Do comic, or he got off the train and followed Rarity, getting his own room because he knows she wouldn't want to share a room with a male.