Author's Note

Had to split this chapter into two, as it kind of started to get away from me. Part 2 will be up soon. Hope you're liking it so far.

III. Earth and Sky part 1

Staring at the blue pegasus hovering above her, Luster found herself wondering if this whole tackling her to the ground thing was some kind of hazing ritual.

"You know, I'm already having sex with all of you, you don't have to keep tackling me to the ground every time you want some." She said to the room, half in annoyance and half in amusement.

"Hey, you wanna play in the big league," Rainbow Dash said as she dropped out of the air and straddled Luster's still prone body, "ya gotta be ready for a few bruises."

Rainbow smashed her lips against Luster's mouth, roughly kissing the younger unicorn as her tongue forced it's way into Luster's mouth. Luster could barely keep up against the oral assault, trying to focus on fighting off the invading tongue with her own. The taste of cum carried over from the other mare's mouth was overwhelming, and the scent of mare jizz assaulted her nose. She moaned against the invading appendage as she felt a hoof begin to caress her lower set of lips, dragging itself up and down the moist crevice teasingly. Finally Rainbow's mouth detached from her own and she found herself sucking in air as the pegasus continued to play with her cunt.

"Heh, if you're having trouble keeping up already, then maybe you ought'a take a pass on the rest of the night," Rainbow smirked, "let the real mares have their fun while you rub one or two out in your room. If ya ask nicely, maybe Pinkie will even let ya take her colt back upstairs to play with."

Luster opened her mouth to retort, but suddenly found it stuffed with the same hoof that had previously been playing with her down below.

"Be a good little egghead and clean up your juices," ordered Rainbow, "do a good job and maybe I'll give you something even better to lick."

Luster, being the most powerful unicorn in her class and personal student of Equestria's princess, wasn't usually the type to play submissive in bed, but she quickly found herself caught up in the more experienced mare's pace. She followed directions and ran her tongue over and around the hoof in her mouth, slurping up the juices that covered it. As she traced over the hoof, she tasted not only her own flavor, but a few new ones as well. Obviously Rainbow Dash had already been to work on a few of the other mares in the room, and Luster found herself looking forward to discovering what each of them tasted like.

"Mmmm, not bad egghead," Rainbow moaned as Luster worked her hoof, "keep impressing me with that tongue work and maybe I'll sit on your face later as repayment."

"Alright, Sugarcube, ah think that's enough teasing the poor girl," Applejack said, coming up behind Luster and resting a hoof on her back. A hoof that Luster figured was recently being used for a little self-pleasure, judging from the amount of moisture she felt rubbing off it and into her fur. " Ah reckon it's 'bout time to ramp up the action a bit."

"What did you have in mind?" asked Rainbow.

"Well, ta start with why don't ya turn around and let the gal put that tongue to better use," Applejack suggested.

Rainbow Dash smiled as she withdrew her hoof from Luster's mouth, wiping the spit and drool off in Luster's mane before turning around and raising her tail high to present her glistening sex.

"Alright, get in there and dig in," she ordered.

Luster felt herself guided into place under the rainbow colored tail by the firm hoof of the orange earth pony at her side. She had no choice but to open up and get to work licking the wet hole before her. Not that she was exactly complaining about her current situation, especially as she felt the hoof on her head trail itself through her mane, down her back, and beneath her own tail. Luster moaned into the pussy she was lapping at as she felt Applejack's hoof slide between her lips and push inside her.

Suddenly Luster felt Applejack's tongue begin to play around her ear. She paused from her licking a moment to look at the orange mare, but Applejack simply winked at her and gestured to get back to her work on Rainbow's snatch. Then the earth pony began to speak into her ear between licks.

"Sorry for the rough treatment so far, that gal gets a might bit worked up when she's fucking around new people," Applejack whispered, "keep her distracted for a slight longer and ah promise y'all'll like what ah've got ready for her next".

Luster nodded slightly to show her understanding before redoubling her efforts on Dash's cunt. She wasn't sure what Applejack had planned, but Luster was going to make damn sure that she had the pegasus's full attention. She wrapped her lips around Rainbow Dash's clit, sucking at it sharply and giving a gentle nibble to the button that drew a loud gasp and moan from the older mare. Luster disengaged from the jewel, giving it a couple quick laps with her tongue before licking all the way up her slit and continuing straight on up to her ass. She was quickly finding the pegasus to be a lot less intimidating as she had previously believed, as she watched the strong athletic pony who had earlier been dominating her practically melt as she tongue-fucked the puckered asshole before her.

Rainbow Dash's eyes rolled back as her forelegs gave out beneath her. She was beginning to regret her earlier teasing of the younger mare, as she was quickly discovering that studying wasn't the only area where Luster Dawn excelled. Fortunately any thoughts of hindsight were quickly fleeing from her brain, as her focus shifted entirely to the pleasure of the mouth slurping and licking around her ass and the hoof playing at her clit. She didn't even notice when her rear legs lost their strength, forcing Luster to catch Rainbow in her aura and levitate Dash's rear up with her magic to keep Rainbow's holes at mouth height. Finally Rainbow Dash had had enough and came to a screaming climax as she showered Luster with her cum.

Luster released her magic and Rainbow's rear crashed down to the ground to join the rest of her body in a puddle of her own juices and sweat. Luster watched as Rainbow panted in pleasure, her brain clearly still not having rebooted yet.

"Well, ya certainly follow directions well," Applejack's voice surprised her as the orange mare trotted back up to her side and stared down at Rainbow, "she may talk a big game, but once ya get her going the poor flygirl's brain stops working on anything but registering pleasure."

Luster turned to Applejack and saw she was carrying a length of rope and a briddle across her back. Applejack gave the student another quick wink and a sly smile before moving over to her marefriend and stroking a hoof though the sweat soaked rainbow mane before her.

"Well now Dashie, ah hope you learned a lesson 'bout underestimating one of Twi's best students. All that bluff and bluster earlier and look at ya, sprawled out and soaked like a rattlesnake playing in the rain. I think it's time we show Luster here the kind of mare y'all really are."

With that, Luster watched as Applejack skillfully worked the rope she was carrying around Rainbow's body, hogtying the pony's legs, strapping her wings tight to her body, and securing the bit and bridle in her mouth. When she was done she stepped back and admired her work.

"There we go, trussed up like a prize hog at a county fair," she smiled as Rainbow Dash squirmed and struggled against the restraints, "and just as ready to put on a show".

"Now then Luster, why don't we make a little deal between us?" Applejack asked, "Ah reckon Dashie here could use a bit of a break, so why don't we let her watch as you let me ride that cute little face of yours? And if ya'll do half as good bringing me to orgasm as you did her, I'll let ya have a little payback for the way she was treating y'all earlier."

Luster smirked as she trotted around the prone body of Rainbow Dash and laid down on her back.

"Sounds like a fair trade to me," she smiled, "though I hope you can hold up better against my tongue than your friend there did".

"Don't worry 'bout me, sugarcube," AJ said as she lowered her plot to Luster, smearing her pussy over Luster's face before settling down upon her mouth, "just focus on giving me a good time and ah promise you won't regret it."

Luster went to work on the earth pony's moist chasm, enjoying the slightly earthy flavor presented to her. She noted that Applejack was considerably looser than the other two mares she had been in today, and guessed that this pony was used to having a pretty big stallion mounted up inside her. Luster was a little disappointed that whoever had stretched AJ out wasn't joining them today, but figured that between Spike's twin dragon cocks and the package that Fluttershy had brought along it wouldn't be too long before she felt herself being filled up full. In the meantime she made the best of her current situation, trying to see how deep she could get her tongue into the pony writhing around on top of her.

"Yee-haw" Applejack shouted as the ground herself harder against Luster's mouth, "no wonder you didn't last long against this one Dash, she eats pussy better than a ten-bit Appaloosan whore."

Continuing to enjoy being eaten out as her tied-up lover watched, Applejack decided to reward the job Luster was doing by getting a taste of the younger mare for herself. AJ leaned over Luster's body and dug in between the open legs of her current seat. The two mares began to enthusiastically 69 each other while an increasingly horny Rainbow Dash struggled against her bonds and tried to find something to rub herself off against. At last Applejack raised her head up and let out a long moan as her body shuddered and creamed all over Luster's ever dampening face.

"Well shoot, ah think that y'all definitely earned a treat after that." Applejack stated happily as she rasied off of Luster's face,"Pinkie! Ah think ah'll be needing a couple strap-ons when ya have yourself a moment."

Luster, still prone on her back and a little disappointed that AJ hadn't finished her off, turned her head to look at where Pinkie was currently entertaining two ponies and a dragon. Her eyes quickly took in the scene of the pink mare choking down both of Spike's dicks while her son pounded up into her pussy from below. However, her full attention was quickly taken by the sight of her teacher, or more specifically what was between her teacher's legs and pumping into Pinkie's ass. She didn't even notice when Pinkie somehow materialized a matching pair of double-ended dildos complete with harnesses out of her mane, and tossed them over to the pair.

While Fluttershy's borrowed dick and balls seemed to have temporarily replaced her vagina, the purple appendage between Twilight's legs lacked a coinciding scrotum, Twilight's glistening marehood still on full display behind the dick. Luster was puzzled by the strange appendage's origin. While she lacked either the noble or diplomatic status to have ever been intimate with the princess before tonight, her standing as personal pupil had allowed her to be present at court during enough royal negotiations that she felt she was just as knowledgeable as any other about the princess's anatomy. Not to mention she had snuck out with another princess closer to her age enough times that she could speak with some authority on the sexual talents of alicorns, well enough to know that this was not a standard feature.

"I assume you know how to put one of these on," Applejack was talking to the distracted unicorn as she inserted one end into her slit and began to manipulate the harness straps with her mouth, "but let me know if you need any help with the harness."

Perhaps this was some sort of new spell that Twilight hadn't taught her yet. Luster tried to figure out the mechanics of a spell that would produce a dick like that. It obviously wasn't an illusion spell, seeing as it was physically stretching Pinkie's ass open as it pounded into her, so what did that leave? Perhaps a transformation or transfiguration spell? The location of the new dick seemed to correspond with where the clitoris would be on a normal mare, so maybe it involved extending the clit into a larger unit.

"Ummm, y'all still with us Luster?" Applejack asked, waving a hoof back and forth across Luster's staring eyes.

It could also be a potion. Had she seen Twilight ingest anything tonight? Nothing besides a whole bunch of bodily fluids, but then again she had been quite distracted for most of the night. If Twilight had some sort of hidden stash of penis potions, Luster was going to have to find out. Imagine Flurry's surprise next time she visited...

"LUSTER DAWN, DO YOU WANT TO FUCK RAINBOW DASH OR NOT!?" Applejack shouted, snapping Luster out of her daze.

"Uhh, sorry, I guess I got a little distracted," Luster apologized.

"Well, whatever got y'all so frazzled, get you're head together and strap in. Rainbow's getting a bit antsy over there and if she don't get some relief soon ah might be sleeping on the couch for the next week," Applejack said impatiently.

"Right, got it," Luster said as her horn flared up. In a flash the strap-on laying on the ground in front of her was fully inserted and attached. "Ready when you are".

"Unicorns..." Applejack muttered under her breath, shaking her head at how easy they make everything look. Oh well, now that Luster had gotten herself strapped in, it was time for the real fun to get started.