"So, Twilight… what do you think of my body?" Rainbow asked, striking a pose for Twilight, eyeing her throbbing member. "Seems like Pinkie didn't quite do it for you."

Twilight blushed. "I mean… I still really liked it…"

"I think we all can tell," Rainbow said, gesturing to Pinkie still covered in Twilight's cum, looking like she was in heaven. "I want what Pinkie's having."

Rainbow turned around and bent over, presenting her ass for Twilight in her tight, multi-colored underwear.

"Whaddya think of this, Twi?" Rainbow said, giving her butt a shake. "Pretty sweet, huh?"

Twilight stared blankly as Rainbow presented herself. Knowing that Rainbow was usually such a tough girl made it even hotter to see her like this. Her underwear, like everyone else's, showed off her butt cheeks as if she wasn't wearing anything at all. It admittedly wasn't as thick and jiggly as Pinkie Pie's butt, but Rainbow's was round and firm. Rainbow looked back and flashed a grin at Twilight as she gave herself a spank. Seeing Rainbow's cheeks jiggle made Twilight's cock start twitching, and it was becoming difficult to keep her hands from floating over to start stroking again.

"C'mon, Twilight," Rainbow said. "Your dick is so hard for me. I know you want to jerk off to me. Do it."

"But Rainbow… I just… came… all over Pinkie," Twilight protested.

Sunset stifled a laugh in the corner. "You cannot say you're satisfied now when you're that hard. Who knows… maybe the rest of us will have to take a turn?"

Fluttershy squeaked, her face going completely red as she looked at Pinkie, still completely inebriated from the amount of cum covering her. "We… we will?"

"Goodness…" Rarity whimpered. "I mean… I'm fine with being in my undergarments around you girls now… but that seems a little far."

"Ah heck!" Applejack said, standing up. "I reckon I'll take my turn now!"

"What?!" Rainbow protested, standing up straight again. "It's my turn!"

"Relax, sugarcube. I figured we could maybe… double team her?" Applejack said. "Work together? We can make her cum twice has hard."

Twilight's eyes went wide. "Wait… both of you?"

"Pssh!" Rainbow grunted. "I don't need your help, AJ! My body alone is enough to make her cum!"

Applejack chuckled, reaching down to grab Rainbow's ass.

"Hey!" Rainbow cried.

"Like Rainbow's butt, Twilight?" Applejack said, looking at Twilight seductively and rubbing Rainbow's cheeks. "I like it too. All round and toned… but still

"H-Hey… don't rub!" Rainbow said, trying to hide the fact that she was blushing profusely. "What are you trying to do?"

"Just bend over, Rainbow," Applejack said. Rainbow pursed her lips, but complied, showing her backside off to Twilight again. "C'mon, Twilight. You wanna touch it?"

"Huh?" Rainbow said.

"Rainbow, honey, don't act like you didn't want her to touch you a few seconds ago," Applejack said. "You were practically begging for it when you bent over like that."

"I… I…" Rainbow stammered, trying to protest. She quickly gave up, though. The way she was blushing, it all but confirmed what Applejack said. "I guess you can touch my butt if you want."

Applejack smirked, using both her hands to caress Rainbow's rear. "Go on, Twi. She's given you the green light."

Twilight couldn't find it in herself to resist, especially with Applejack rubbing Rainbow's cheeks so sensually. Rainbow didn't look back anymore, clearly embarrassed by what was happening. Somehow… that just made it hotter. Twilight's cock was pulsating so much it hurt. It was crying for attention as she reached her hand out to Rainbow's body.

"Mmm!" Rainbow cooed as Twilight's hand touched her. "I-I mean… y-you like it, right?"

"Oh, Rainbow…" Twilight cooed. "Yes… yes I do…"

Twilight couldn't take it anymore. Her cock was pulsing so much. It needed attention. As if pulled by a magnet, her hand quickly wrapped around her shaft and began stroking.

"Ohhhhh yes…" Twilight moaned as waves of ecstasy rippled through her with every beat.

"See? I told you I didn't need your help!" Rainbow said, shaking her butt. "I'll get her off so well with my body. I— ohh…"

Applejack chuckled as she began massaging Rainbow's ass.

"Y'all like that?" Applejack remarked, giving her cheeks a shake.

"M-Maybe…" Rainbow stammered, blushing harder than anyone has ever seen before. "Not your touching! It's Twilight jerking off to me that I like."

"Sure, hon," Applejack said, giving Rainbow a spank.

"Ow!" Rainbow yelped. "Not so hard!" Rainbow said.

Applejack shrugged. "I just figured Twilight would like to see your booty jiggle."

Sunset giggled off to the side. "Your face is bright red, Rainbow."

"And look at how fast Twilight's goin'," Applejack said.

"Heh!" Rainbow said, grinning and starting to twerk. "How about this, Twilight? Does this make you want to explode?"

"Woohoo!" Applejack cheered, giving Rainbow some light spanks. "Work it, girl!"

Twilight gasped loudly, needing to slow down. Her body shivered as she brought her stroking to a near halt, moving her hand very slowly. Much like with Pinkie, Rainbow was too hot for her to just stop jerking off altogether. Rainbow's delicious ass bounced and jiggled, and Twilight's cock begged for more stroking, wanting to cum all over those yummy cheeks.

"Aw, why'd you slow down?" Rainbow asked, slowing her ass-bouncing down to a teasing undulation. "I thought for sure I was gonna get a big fat load."

"Um… I-I… I'm not ready yet," Twilight said, continuing to move her hand gently.

"What?!" Rainbow beckoned. "You were about to pop! I could tell!"

Twilight blushed, relishing each stroke as bliss percolated through her body and shuddering as she came down from her sexual high.

"I… um…" Twilight stammered, in disbelief at what was about to come out of her mouth. "I… I want you to tease me more."

Everyone's eyes went wide, especially Rainbow's and Applejack's. Rainbow turned around, looking straight at Twilight with her hands on her hips as a smirk grew on her face.

"You're really getting into this, aren't you?" Rainbow said. "Has that dick turned you into a pervert or something?"

Twilight blushed even harder. "Well… you girls are really hot."

Applejack chuckled. "Thank you, sugar. I'm glad y'all didn't cum too quickly. Now I have a chance."

Rainbow raised an eyebrow. "Whaddya mean you have a chance?"

"I want what Pinkie's having too," Applejack said, gesturing to Pinkie sprawled out on the floor with the biggest smile on her face, nearly finishing up with cleaning herself. "If Twilight had orgasmed too quickly, I would've had to wait."

"What makes you think youdeserve her load over me?" Rainbow said. "You know what? Let's make this interesting. Let's double team her, but we'll see who she thinks deserves more. Whoever she cums on the most wins, and the loser… has to lick the winner clean."

Applejack smirked. "I accept."

Wasting no time, Rainbow walked over to Twilight and turned around, positioning herself just in front of Twilight's knees, and bending over.

"You seemed to really like my butt, Twilight," Rainbow said, giving her ass a shake. "How about I give you some more, huh?"

Twilight yelped when Rainbow slammed her ass down on Twilight's cock, grinding on it with a big grin on her face.

"Oh my gosh!" Rainbow grunted as Twilight's shaft rub in between her cheeks. "It's as hard as rock!"

"Oh… oh, Rainbow…" Twilight moaned, watching Rainbow's backside tease her. "That's so sexy…"

Twilight felt her body get warmer as she watched Rainbow sashay her hips and twerk on her dick. Rainbow was even moaning as she did so, being rubbed right between her legs at her sweet spot. Twilight didn't think it was possible, but Rainbow's ass looked even sexier when her dick was between her cheeks.

"Damn that feels good," Rainbow groaned. "You like it, Twilight?"

"Oh yes, Rainbow," Twilight said. "It's… it's so hot…"

Rainbow chuckled. "I think you've had enough of the back, though. How about the front?"

Rainbow got up and turned around, eyeing down Twilight as she descended back down to tease her dick. She began grinding once more, moaning as she did so. Twilight moaned loudly as well, unable to take her eyes off Rainbow's delicious, undulating body.

"I'm pretty hot, huh?" Rainbow said. "I figured while I show you my front, I can show the rest of the girls my butt. Shouldn't leave them out, right?"

"Damn, Rainbow!" Sunset cheered. "Work that booty!"

"That's so hot, Rainbow!" Pinkie cried, now sitting up, seemingly recovered from her afterglow.

Rarity and Fluttershy said nothing, blushing profusely at what was happening.

"Mmm…" Rainbow moaned. "Your dick feels so good, y'know? It's so big and hard… oh yes…"

Twilight watched as Rainbow continued to tease her, grinding and showing off her body at the same time. Twilight's moans became involuntary as her mouth watered at how Rainbow moved. Her athletic, feminine body slowly gyrating… the way her rainbow underwear showed her body off… her hands groping herself… her groans of ecstasy… her blushing face…

"Hey, let me have a turn!" Applejack protested.

"No way!" Rainbow said. "This feels way too good."

"Y'all have had her to yourself this whole time!" Applejack said. "I wanna tease her."

Rainbow sighed. "Fine."

Twilight could take a breath when Rainbow got off. She was doing a really good job at getting her going. Even after Rainbow's butt was no longer grinding it, her dick was still throbbing and warm. But as she looked over at Applejack, she could see she was in for a good time. Applejack looked at her with seductive eyes as she began fondling her boobs.

"How's this, sugarcube?" Applejack asked, slowly positioning herself to straddle Twilight like Rainbow was earlier. "My boobs are a little bigger than Rainbow's. They're nice, aren’t they?"

Twilight nodded, moving her hand almost subconsciously to resume stroking her cock, only to have it moved away by Applejack.

"Y'all won't be needing that, hon," Applejack said, smirking and starting to grind on Twilight's cock just like Rainbow did.

"Ohhhhh…" Twilight moaned. "A-Applejack…"

"Mmm…" Applejack groaned, fondling herself. "Rainbow was right. Y'all are hard as stone. Oh… oh yeah… that feels amazing…"

Twilight relaxed in her chair, feeling Applejack grind on her and letting the bliss percolate through her body. Each movement of Applejack's sexy, muscular hips was a new surge of pleasure that brought Twilight slightly closer to cumming. Her moans made it even better, as well as watching her touch herself. While Rainbow's body was toned and athletic, Applejack's was thick and muscular. Her muscles allowed her to move at a faster pace than Rainbow did, which made her big delicious tits jiggle as she fondled them. Her green underwear accentuated her beautiful green eyes, and showed off every sexy curve of her body. Applejack brought her hands behind her head as she continued to gyrate, rotating her hips and rubbing Twilight's cock with her crotch.

"Y'all seem to be enjoying yourself, Twi," Applejack said.

"Mmm… yes…" Twilight moaned. "You're so sexy, Applejack."

"Oh, this is nothin'," Applejack said. She stood up and turned around, making Twilight's jaw drop when she bent over to present her big, thick, juicy ass for her. Applejack gave Twilight a smirk, never breaking eye contact as she slammed down on Twilight's shaft, making her wince in pleasure. After giving herself a spank, Applejack began twerking on Twilight's cock, her ass jiggling and bouncing while she moaned and touched herself.

"That's a mighty fine cock you've got, Twi," Applejack said with a moan. "It feels so good."

Twilight stared as she watched Applejack's ass bounce. Her front had plenty of great parts to ogle, but none came close to how good her backside looked, especially accentuated by her cheeky green panties. The pleasure she was feeling was intense, amplified by Applejack's moaning.

Somehow, Twilight managed to pry her eyes away from Applejack's glorious ass to see what the other girls were up to. To her surprise, all of them were blushing and breathing hard, looking like they were becoming horny themselves… even Rarity and Fluttershy. Sunset was biting her lip and fondling her boobs while touching herself, as well as Pinkie. Fluttershy was biting her finger while lightly rubbing her chest just above her boobs, and Rarity looked like she was fidgeting, as if she was becoming warm down there. Most shocking of all, Rainbow watched Applejack twerk on Twilight's cock while fondling her boobs with one hand and the other inside her panties rubbing herself. Seeing Rainbow masturbate to what was happening, as well as everyone else getting excited… the room was so warm, and it made Twilight even hornier.

Applejack slowed down for a moment and gestured for Rainbow to come closer. Rainbow looked skeptical but carefully stepped over. Applejack used her arms to bring Rainbow right up to her, to the point where Applejack had to look up to see Rainbow's face. Applejack's hand made contact with Rainbow's midriff, making her shudder, slowly moving down and sensually rubbing along the way, and Rainbow's eyes got wider as Applejack's hand got lower…

"Ah!" Rainbow yelped as Applejack rubbing her pussy through her panties. "H-Hey! Wh-What are… what are you… ohhhh…"

Rainbow's protesting came to a quick stop, her eyes rolling back in her head as Applejack's fingers stroked her sweet spot.

"Y'all like that?" Applejack asked.

"Y-Yeah…" Rainbow grunted as her hands moved to fondle her breasts. "Please don't stop."

Applejack chuckled, going faster on Twilight's shaft as her hands reached around to grab Rainbow's ass, also leaning in to kiss her midriff. Rainbow had to bite her lip to stifle her moans, but to no avail. Applejack clearly knew what she was doing. Twilight had no idea Applejack was like this, or even Rainbow, but she was in no way about to complain. Applejack's grinding felt so good, and being able to ogle her thick, juicy ass was just icing on the cake. Furthermore, seeing Rainbow in such a vulnerable state was surprisingly sexy to Twilight. The way she moved fondled her tits and moved her hips while Applejack teased her was almost too sexy to watch. Twilight could feel the impending storm approaching as Applejack continued to ride and tease her.

"Rainbow…" Applejack moaned. "I had no idea you were so dirty."

"S-Says the girl… who's riding Twilight's dick," Rainbow groaned, trying to speak through Applejack's teasing.

Applejack giggled. "What can I say? It feels amazing." Applejack looked back at Twilight and slammed her ass down, shaking it side to side.

"Ah!" Twilight moaned. "A-Applejack!"

"Like that?" Applejack said.

"Yes!" Twilight cried. "You both are so sexy!"

"I-I think Twilight's close to cumming," Rainbow said, still fighting to speak as Applejack rubbed her. "Who knew Twilight was such a pervert?"

Twilight couldn't even find the focus to acknowledge Rainbow's comment, being so enamored by Applejack's grinding and Rainbow fondling herself while being fingered to be able to think about anything else.

"Oh, AJ…" Rainbow moaned. "That feels so good…"

Twilight watched as Rainbow feel deeper under Applejack's spell. As hot as Applejack's backside was, it was hard to ignore Rainbow's body as well. Every moan each of them made sent a surge of pleasure through Twilight's cock as Applejack's hips grinded on her. Rainbow looked so hot. The way she moved her hips as Applejack teased her, slowly gyrating her hips… the way she fondled her small, perky tits… the lewd expression on her face… it was so sexy. Rainbow looked so delicious; Twilight almost wanted to take Applejack's spot. She wanted to be the one teasing Rainbow and kissing that curvy midriff. Her blue skin looked so silky smooth… and her body looked so athletic and sexy… Twilight relished the thought of using her fingers to make Rainbow Dash… cum…

"A-AJ!" Twilight cried. "I-I'm so close!"

"Me too!" Rainbow moaned. "Oh gosh…!"

"I am too," Applejack groaned. "But…"

Suddenly, Applejack stopped, leaving them both hanging as she grinned wide.

"Hey!" Rainbow protested. "I said I was close!"

"Wh-Why'd you stop, Applejack?" Twilight asked.

"I have an idea…" Applejack said, standing up and leaning in to whisper something in Rainbow's ear.

As Applejack discussed her "idea" with Rainbow, Twilight reached her hand out to continue stroking her dick. Not enough to make her cum, but just keeping her high going. Twilight didn't want the pleasure to stop. Whatever Applejack was thinking, Twilight wanted it now. Her dick was throbbing. Her mind was fogged. There was only one thing on her mind. She wanted to cum. She wanted to cum so badly. She needed to cum. She could feel the massive load churning inside her, increasing in volume with every stroke. She wanted nothing more than to release it all over Applejack and Rainbow, covering their sexy, curvy, athletic bodies in cream. Twilight relished the thought, picturing it as revenge for both being such teases, but also a reward for making her feel so good.

It wasn't hard to keep her sexual high going. Applejack with her thick, muscular body in green underwear… Rainbow Dash with her curvy, petite, athletic body in multi-colored underwear… as well as the other girls. Twilight noticed that Sunset, Pinkie, Rarity, and Fluttershy had gravitated towards each other. Sunset and Pinkie seemed to be exploring Fluttershy and Rarity's bodies respectively, gently caressing them as they blushed. They all watched as Applejack whispered to Rainbow, occasionally turning their attention to Twilight jerking off to them. It was getting harder to not cum as Twilight continued stroking. She had to slow down when she felt herself teetering on the edge. She let out an involuntary moan as she tried to not cum… not yet at least. Her moan caught Applejack and Rainbow's attention, and they grinned when they saw how desperate Twilight looked.

"I think I see a little precum," Rainbow said. "We shouldn't keep her waiting."

"Right," Applejack said. "She looks ready to pop."

"Please, girls," Twilight moaned. "I want to cum so badly."

"Oh, don't worry, sugarcube," Applejack said, moving Twilight's hand away from her cock. "We'll take good care of you."

Twilight watched as Rainbow and Applejack spread her legs and knelt down, scooting in to get closer to her package.

"It's throbbing," Rainbow said.

"It's so big," Applejack said.

Twilight blushed as Rainbow and Applejack ogled her dick. Their eyes were wide, and their cheeks were bright red. It looked like they were sweating too. The other girls watched intently, lightly touching each other's bodies as they, along with Twilight, anticipated Rainbow and Applejack's next move.

"Well, since you got to grind on her last, I think I should get the first shot at this," Rainbow said.

"Be my guest," Applejack said. "I'm still gonna get more cum than you."

"We'll see about that," Rainbow said, grinning as she cracked her knuckles. Twilight's eyes, as well as everyone else's, went wide at the realization of what Rainbow and Applejack were planning. Rainbow flashed a beguiling look at Twilight before turning her attention back to her dick, reaching her hand out…

"Ah!" Twilight yelped. "Oh gosh…!"

Rainbow wrapped her hands around Twilight's cock, slowly moving them up and down, stroking them. Twilight had to cover her mouth to stop the guttural moan from completely escaping.

"Wow… it's huge!" Rainbow said. "I can barely wrap my hands around it. It's so warm too."

"Need some help, sugar?" Applejack said. "I think there's enough cock for both of us."

Applejack smirked as she also wrapped her hands around her dick, slowly stroking along with Rainbow. Even with four hands, they could cover all her girth and length. Twilight had to keep her mouth covered. This sensation… having her cock handled by others… it was too much.

"Not too fast," Rainbow said. "We can't let her cum too quickly."

"Y'all like this, Twi?" Applejack said. "How do different hands feel?"

"Oh gosh… it… it's amazing!" Twilight cried. "Please don't stop!"

The girls smiled as they continued their handiwork, and Twilight melted in her seat. Her first handjob. A totally different sensation than just doing it herself. It was unbelievable. Even at their slow pace, Twilight was fighting with every fiber of her being to not cum. As much as she wanted to, Rainbow seemed to not want her to finish too soon. But it was so difficult to resist when Rainbow and Applejack's slutty faces were right there, just begging for cream.

"That precum looks mighty tasty," Applejack said.

"Sure does," Rainbow said.

"Ah!" Twilight yelped again as Rainbow licked the tip, cleaning the precum off. Twilight shuddered. Her tongue… so wet and smooth…

"Hey! No fair!" Applejack said. "I guess we'll have to squeeze some more out."

"I guess we will," Rainbow said. "I hope you're ready, Twilight."

Twilight gasped, bellowing loudly as they picked up the pace. Her moaning became involuntary as she death-gripped the chair, hanging on for dear life as her body was assaulted by euphoria. Their stroking became harder and faster, squeezing out an ample supply of precum for both. They took turns licking her clean, sending a burst of pleasure through her shuddering body, only to be replaced by more. Twilight's knuckles turned white as she fought with all her might to keep her orgasm contained. It was inevitable, though. She was getting so close. Applejack and Rainbow continued to rub her down and lick her tip clean of precum, and it was becoming overwhelming. It was as if she was balancing on a tightrope, teetering on the brink of cumming.

"Girls! I… I can't hold it in much longer!" Twilight cried. "You're gonna make me cum!"

Applejack and Rainbow shared a look, giving each other a nod before turning to Twilight with smirks. Much to Twilight's dismay, they took their hands off, leaving her cock throbbing and hard as stone.

Twilight grunted in frustration. "C'mon, girls. Just let me cum, already."

"Stand up," Rainbow said.

"What?" Twilight asked.

"Just stand up, hon," Applejack said.

Twilight wasted no time and immediately stood up. Her cock was so long they had to scoot back so it wouldn't hit their faces. Twilight quickly brought her hand around to rub herself off the rest of the way, only to be blocked by Rainbow.

"We got this," Rainbow said. "C'mere."

"What are you—" Twilight gasped when Rainbow grabbed her cock, licking her lips and lining it up with her mouth, opening wide.

"Ohhhhhhhhhh…" Twilight bellowed as her cock entered Rainbow's mouth. "Rainbow… oh my gosh…"

Rainbow looked up at her, winking and moving her mouth back and forth, bringing her hand up to rub her shaft at the same time.

"Oh… oh yes… yes!" Twilight moaned.

"You like it?" Applejack asked.

"Oh my gosh, yes!" Twilight cried. "It feels so good! Yes, Rainbow!"

Sunset, Rarity, Pinkie, and Fluttershy blushed profusely at what was happening. The last thing they expected was Rainbow to give Twilight a blowjob at their slumber party. However, they didn't seem to mind, since they were touching themselves and each other. It would've made Twilight's pleasure even greater if she wasn't already completely enraptured by Rainbow's warm, wet mouth around her cock. Rainbow couldn't even take it all, but she made up for it by stroking off the exposed shaft with her hand. Rainbow moaned as she sucked Twilight off, making Twilight shudder even more by using her tongue. She moaned even harder when she moved her free hand down to start masturbating herself.

Twilight couldn't help herself from teasing herself as Rainbow pleasured her. She moved her hands up to start fondling her own breasts, feeling Rainbow's warm mouth envelop her cock, release it, and envelop it again. As Rainbow sucked on her member, she felt Applejack's hands caress her balls, making her squeak.

"Hot damn, Twi," Applejack said. "I can feel all the cum in there."

"Oh gosh!" Twilight cried. "I… I'm getting so close!"

"Yeah?" Applejack said. "You wanna cum?"

"Yes!" Twilight cried. "I want to cum so badly!"

"Well then, we'll see who can make you finish," Applejack said. Suddenly, she grabbed Twilight's dick, slipping it out of Rainbow's mouth and into her own.

"Ah! A-Applejack!" Twilight moaned. "Yes! Yes!"

Twilight shuddered and moaned as Applejack thrusted her mouth onto her cock. She closed her eyes and brought her hand down to her sweet spot and began rubbing, moaning on Twilight's dick. Twilight couldn't think. Applejack's mouth felt just as amazing as Rainbow's. Warm… wet… accommodating of her huge package, despite being too big for both of their mouths. Just like Rainbow did, Applejack stroked off the rest of the shaft that wasn't inside her mouth, and using her tongue on the part she was sucking, giving Twilight as much pleasure as possible.

Rainbow looked frustrated, but continued to masturbate as she watched Applejack suck Twilight off. She used her free hand to caress Twilight's balls, making her moan even more than she already was.

"Wow…" Rainbow said breathily, talking through the pleasure she was feeling from masturbating. "They feel so full. I… I wanna…"

Twilight gasped as Rainbow leaned down and began licking her balls.

"Oh my gosh! Girls! I-It feels so good!" Twilight cried. She could feel her orgasm approaching like a hurricane, being strengthened by Applejack's sucking and Rainbow's licking. It was too much. The storm was inevitable.

"Okay, my turn again!" Rainbow said, taking Twilight's cock for herself. Applejack, though frustrated like Rainbow was, continued masturbating as she took her turn at licking Twilight's balls. This continued for what felt like hours to Twilight, with each of them taking turns sucking her off. Both of their mouths felt so good, as well as their tongues on her sac. Her moans turned to guttural bellows as she felt the tsunami of an orgasm approaching. The only question was who was going to receive her load. How could she choose? They were both so hot and sexy, looking up at her with lewd, wanting eyes. Two of the toughest girls she knew acting like such horny sluts, hungry for her cum. Who would get her load? Applejack and her thick, muscular body, or Rainbow Dash with her curvy, athletic body?

When Rainbow took Twilight's cock in her mouth again, Twilight decided this was it. She was done waiting. She grabbed Rainbow's hair, causing her to squeak as she looked up.

"I've waited long enough. I'm cumming now," Twilight said, thrusting into Rainbow's mouth mercilessly. Rainbow sounded like she was protesting for a split-second, before she relaxed and accepted it. She began rubbing herself faster, making her eyes roll back as her mouth was used for Twilight's pleasure. Applejack resorted to licking Twilight's balls, and helping to make her load as big as possible.

Rainbow's moaning became louder as she neared her orgasm, and Twilight was at her limit.

"Rainbow! You're so hot! I'm gonna cum!" Twilight cried. Rainbow looked up at her with such innocent, yet wanting eyes. She moaned louder and harder, and Twilight could feel her body tensing up. And then, as Rainbow used her free hand to fondle herself, she let out a muffled scream as her thighs closed tightly around her busy hand, reaching her own climax.

Hearing Rainbow scream from her orgasm… that was it.

"Rainbow! Yes! Yes! YEEEEESSSS!!!!!"

Twilight erupted like a fire hose inside Rainbow's mouth, causing her to go bug-eyed as she continued trembling, still coming down from her own orgasm. Twilight screamed as her cum filled Rainbow's. Rainbow brought her hands up and held onto Twilight, trying to hang against the force of Twilight's orgasm. It was no use, though. There was so much cum. Rainbow couldn't take it, especially when she came down from her own orgasm and her muscles gave out. She helplessly fell back, releasing Twilight's orgasming dick from her mouth. Twilight brought her hand up to rub herself off and pointing her cock directly at Rainbow's hot, sexy body.

"Oh, yes, Twilight," Rainbow moaned. "Drench me in your cum!"

Twilight couldn't stop rubbing. It was involuntary to keep stroking and prolonging her climax as much as possible. She could feel her balls tensing up as she released buckets of cum all over Rainbow Dash.

"Oh my…" Applejack moaned, watching Twilight cum on Rainbow. "You've had enough, Rainbow. I want some milk!"

Applejack, still masturbating, grabbed Twilight's erupting cock and shoved it inside her mouth.

"Ah! A-Applejack! Yes! YEEESSS!!!" Twilight bellowed as her orgasm somehow strengthened as it entered Applejack's mouth, pumping cream into her as if a second tank of cum was opened. Applejack's eyes went wide and rolled back as she quickly reached her own orgasm, the arousal of being filled with cum being too much to handle. Her legs clamped around her busy hand as she let out a muffled scream on Twilight's cock and her body trembled.

"Yes, Applejack!" Twilight cried, grabbing Applejack's head and holding her around her cock as she continued to stroke. Applejack, coming down from her orgasmic high, realized she had underestimated the force of Twilight's climax. She was still cumming as much as when she started, and when she could absolutely take no more inside of her, she forced herself away. Twilight's cock left Applejack's mouth as she fell back right next to Rainbow, who was already covered with cream. Even so, Twilight still wasn't done. She still had plenty of cum to give. Still moaning from the release she was feeling, Twilight directed her cock at Applejack and Rainbow and let loose a downpour of cum.

"There's so much!" Rainbow cried.

"Yes, Twi!" Applejack cried. "Cum all over us!"

Twilight let out another scream as she stroked faster, milking her cock of all the cum she could for her hot, sexy friends. She caught a glimpse of the other girls, and they looked shocked at the sheer volume of spunk, even more than when Pinkie made her cum. Twilight loved watching each spurt hit their sexy bodies as they looked up at her with seductive, slutty eyes.

Twilight felt her storm of an orgasm finally subside, the fog clearing from her head as her breathing became hard and labored. She slumped back in her chair as her dick throbbed from experiencing such a heavy orgasm. She looked down and saw Rainbow and Applejack lying next to each other, both drenched in cum. Their breathing was heavy too, as they had orgasmed themselves.

"Wow, Twilight," Sunset said. "I didn't know it was possible to cum that much."

"I didn't get that much!" Pinkie said. "I'm jealous! It was still really hot, though."

"There's just so much," Rarity said. "It's everywhere."

Fluttershy said nothing, her cheeks bright red and her mouth covered by her hand. She seemed completely shocked at what happened.

Rainbow wiped some cum off her midriff and took a taste.

"Mmm… Pinkie was right. It is good," Rainbow said, cleaning off her hands.

Applejack took a taste too, smiling in agreement.

"It's sweet," Applejack said. "But we ain't done yet, Rainbow. Let's see who won."

They both sat up and looked each other over, and Rainbow was delighted to see that she was covered in more.

"Ha!" Rainbow said. "I told you I would get more!"

Applejack grunted, clearly frustrated.

"Um… sorry, AJ," Twilight said. "I could've flipped a coin for you two, honestly."

"But I made her cum first!" Rainbow said. "And I got the most! You know what that means, AJ."

"Urgh… do I have to?" Applejack asked. "Twilight really filled me up."

"I know what you mean," Rainbow said. "She filled me up too. But a deal's a deal!"

Rainbow smirked as she presented her body for Applejack. Applejack sighed as she began licking Rainbow clean.

"Oooh!" Pinkie squeaked. "That's hot!"

Rainbow moaned as Applejack licked her. "Feels good, too."

"Twilight… are you getting hard again?" Sunset asked.

Twilight blushed, realizing that she was indeed becoming erect once more. Somehow, after not one, but two colossal orgasms, she still needed more.

"I-I can't help it," Twilight said. "Rainbow and Applejack are just so… hot. You all are. It's sexy to watch Applejack lick Rainbow like that."

"Hell yeah, it is," Rainbow said, moaning as Applejack continued to lick her clean. "Looks like she still needs some work, girls. Whose turn is it now?"

Sunset smirked, moaning herself. "I think I could go. I'll admit, I got super turned on watching you and Applejack tease her."

"S-Sunset?" Twilight asked.

"Oh, yes, Twilight," Sunset said. "In fact… Rarity and Fluttershy, why don't you help me out?"

"What?!" Fluttershy cried.

"Well, I suppose I could take my turn with you, Sunset," Rarity said. "What kind of friend would I be if I didn't help satisfy one of my best friends."

"Oh gosh…" Fluttershy squeaked, eyeing Twilight's growing cock, the sight of which made her cheeks redden. "Um… I-I don't know…"

"Don't worry, Fluttershy," Sunset said. "Rarity and I will show you what to do."

"Darling, you were getting excited while Rainbow and Applejack worked on Twilight," Rarity said. "And you have a dazzling body."

Fluttershy hid behind her hair, and Twilight couldn't help but feel bad.

"It's okay if you don't want to, Fluttershy," Twilight said. "I'm sure I'll get enough from just Sunset and Rarity."

"Fluttershy can do it!" Sunset said. "We won't go that far, if that's what your afraid of. Besides, Rarity's right. I think deep down, you want it."

Fluttershy whimpered, continuing to hide behind her hair.

"Well… I-I guess you're right…" Fluttershy said. "I-It was kind of hot."

"That's the spirit, darling!" Rarity said.

The three girls walked over to Twilight. Sunset and Rarity smirked while Fluttershy still covered her face with her hair. Twilight looked into Sunset and Rarity's eyes, and she could tell this was going to be even more intense than Pinkie Pie or Rainbow and Applejack.

Author's Note