Rainbow's pace was fast and steady on Applejack's shaft, her breaths carefully timed and measured for when her throat was clear. Her hips humped in tiny jerks against empty air, but she did her best to ignore it. And with Applejack's sex filling her mouth and the scent and sight of the mare all around her, that wasn't hard at all.

She felt a hoof on her cheek, and she slowed to a stop. After a final hard suck and swallow, she let the tip pop out from between her lips. Rainbow looked up at Applejack and hoped that there wasn't as much drool and precum on her chin as it felt like there was.

"What's up?" she asked, only a little out of breath.

"I'm close, sugar cube."

"Is that all? You can go ahead. I pretty much always swallow." She reached forward for Applejack's cock, eager to return to her task.

Applejack stopped her. "That wasn't my worry. If Twilight's right, I've only got another few minutes with this thing."

"Oh." Rainbow's gaze dropped, and she shuffled backward. "No prob, I get it. Go ahead. Fluttershy probably wouldn't mind a second."

"What are you talking about? I haven't got eyes from anypony here but you, Dash."

Rainbow scoffed. "Okay, that's crazy. I sure as fuck have eyes for them."

Applejack glanced up at the other two ponies and the room. She flushed, and quickly returned her gaze to Dash. "Okay, fair. But you and I haven't gotten a chance together all night, and I ain't tossing that away." Her smile turned a bit devious. "Nah, I was wondering if you wanted to try something else. Remember that night you and I drank Big Mac under the table a few harvest seasons back?"

She nodded slowly, not seeming entirely sure where this was going. "Yeah…?"

"Aw, I guess you were too drunk to remember. Big Mac said something about a pain in his ass. You know, metaphorically. And then for a good thirty minutes you wouldn't shut up about how you liked a little ache back there."

Rainbow blushed even brighter than AJ had. "Oh jeez, I was bragging about anal? Yeah, sorry. I did that at a Wonderbolt retreat once, too. Spitfire has never let me live that down." Then comprehension dawned on her, and she bit her lip. "Oh, you wanna…?"

"Only if you're down for it. I reckon if you liked it before, no reason you wouldn't now."

She bit her lip, thinking hard. Then she shrugged and rose to her hooves, only a little jittery. "Okay, fuck it. You only live once, right?"

"That's a mighty reckless way to think, but for once I'm on board."

Rainbow turned around and crouched, raising her ass into the air. It was a position she was familiar with. Not her favourite, but there was something to be said for the classics, especially when it came to a fast, hard fuck. She wiggled her hips and flexed her lower stomach to coax a wink out of her lips. Instead, she felt the hard, wet slap of her cock jerking up against her belly, leaving a sticky spot of her own precum in her fur.

Applejack whistled and cupped one of Rainbow's rear cheeks with a hoof. "Gotta say, Dash, I always thought you were too skinny to have much of an ass. Nice to see I was wrong."

"Oh, suck my dick," Rainbow tossed back. Then she winced and looked over her shoulder to see AJ's reaction.

Applejack only raised an eyebrow, then her gaze travelled down from Rainbow's eyes to her rear, then down further to the twitching inches of flesh beneath. On its own, she still didn't really see the appeal. There was no tug in her lower stomach like she usually felt when ogling a mare's bits. Then she looked back up to see the rest of the pony, and she corrected herself. These were mare bits, and they belonged to one of her favourite mares.

She dipped her head down, between Rainbow's rear legs, and pressed her tongue up against the underside of Rainbow's cock. It was awkward, both because of the angle and because Applejack had no idea what she was doing. But Rainbow moaned in response, and arched her back, driving her rear further up into the air, and Applejack took that as a sign that she'd done well.

Applejack started to move in for a second lick, but Rainbow whimpered a little and wiggled her butt again. "Mmmmph, I take it back. Just fuck me."

"Aw, shoot. I'm sorry, sugar cube. I figured you'd like that."

"I did, but—" Rainbow looked back over her shoulder and gave her a smile that was meant to be reassuring but ended up looking more nervous. "But, um, it was also kind of confusing, and I just don't have that in me right now. And the longer you're playing with my dick, the longer my tailhole is gonna be empty, so get to it!"

Applejack chuckled and stood up. She took another good look at the prostrating pegasus in front of her. Dang was Rainbow a little thing. Usually Applejack didn't pay too much mind to who was on top or bottom or any other bedroom politics, but something about the situation was lighting a fire in her that she couldn't deny. She lifted a hoof and gave Rainbow's ass a little slap, just enough that she'd be able to feel it.

"Seriously?" Rainbow said flatly. "What are you, my college coltfriend?"

"Just living in the moment. You outta appreciate that."

"Hmph."

Finally, Applejack reared up a little—it didn't take much—and slung her upper body on top of Rainbow's back. The pegasus let out an oof at the weight. "Fuck you're heavy. It's kind of rude to crush a mare while you're doing her, you know."

"That's muscle for you," Applejack quipped. "If you'd ever done an honest day's work in your life, maybe you'd have some."

"Hey! My flight muscles are—eep!" Rainbow cut off abruptly as Applejack positioned her wide, dripping cocktip up against Rainbow's ass. She pressed forward with a tiny amount of pressure, and a realization struck them both. Rainbow was the first to voice it. She squirmed away from Applejack's advance and cried, "Lube! Lube! You are not going in dry!"

Applejack backed off immediately. "Aw shoot, course." Her cock slapped up against her own stomach impatiently, and Rainbow didn't seem any more serene. She looked around the room in a tizzy. "Of all the places to need it, and we're at Twi's place. I reckon there ain't so much as a tube of vaseline in this whole castle."

A voice spoke up from across the room. "You'd be surprised!"

Applejack turned to look at Berry. With Fluttershy still maneuvering around his crotch, he wasn't exactly an impressive sight, but he didn't show any embarrassment. He slid a hoof under the cushion they were laying on and retrieved a little glass tub, which he tossed her way.

Applejack caught it between her teeth and set it down. "How in Tartarus did you…" She shook her head and reminded herself who she was dealing with. "Never mind. You're a life saver, Berry."

And sure enough, the substance inside the container was undeniably lube. Sex lube, for sex. She removed the lid and scooped out a hoofful, then transferred the majority of it onto her shaft. "Whoa nelly, that's a strange one," she muttered at the cool, slippery sensation. She scooped out another small glob, brought it to Rainbow's rear entrance, and applied a generous coating.

Rainbow groaned a little. "Mmmh, that's… maybe the first time I've felt warm lube before. Where the heck was Berry keeping that?"

Applejack glanced between Rainbow and Berry. "I reckon we might not want the answer to that."

"Ew."

"Not like that! Just, you know. It's Pinkie. Berry. Even if he did have an answer, it'd be weird."

"Good point." Rainbow hiked her ass up and flagged her tail. "Now, speaking of weird, weren't we in the middle of something?"

Applejack took the hint. She mounted up again, and her cock slid up and down Rainbow's, aided by both lube and Rainbow's generously dripping marehood. Applejack actually heard an especially large drop splash against the floor. There was no question that Rainbow needed this.

Her hips slid backward as she positioned herself again, tip poised against asshole. "Ready?"

Rainbow scoffed. "Show me what you've got."

Applejack drove forward, force and lubrication working together to make the tight fit possible as her girthy shaft spread Rainbow open. The little mare all but howled. "Finally!" she rasped, and started moving backward in small, eager thrusts, taking more and more of AJ's first couple inches.

And she had quite a few inches to go.

Applejack found her rhythm almost immediately. She would have assumed that after all her experience with a strap-on this wouldn't be much different, but the addition of a few nerve endings and some extra bulk put a whole new perspective on topping. She could feel every squeeze of Rainbow's ring, every twitch of her hips. She could tell exactly when she pushed a little bit too deep by the way Rainbow tensed in response, or when she pulled back too far and the head of her cock threatened to escape entirely. All signals she was familiar with, but had always had to interpret from more general body language.

And on top of that, this wasn't a disconnected piece of silicone between her thighs but a part of her, and beyond the delightful sensations sliding up and down its length, it also guided her thrusts with an instinctual precision that she'd never known before. That sliver of her mind that usually focused on maintaining a good pace and staying at the right angle was free, because now her body did it all for her.

For her part, Rainbow couldn't have been happier. The second Applejack got the first few inches inside her ass, she was back in charted territory. The mild discomfort mixed with the promise of pleasure, the anticipation of when those involuntary muscles finally relaxed and her partner could start pounding her properly, it was all blessedly unaffected by Discord's magic, and she revelled in the familiarity. It was almost enough to mask the sensation of having a hard, needy dick of her own that was actively dripping precum onto the floor. Almost.

And given all the other perks, that would do just fine.

A less experienced pegasus was experiencing her own bliss a few meters away.

After minutes of licking, suckling, kissing, and stroking, Fluttershy finally found the courage to start taking Berry's shaft into her mouth. She hit a wall almost immediately.

In the fantasies that played behind her eyes while she worked herself off with a hoof or rocked a toy in and out of her pussy, she had always pictured herself sucking stallions off with all of the gusto Rainbow demonstrated and more. How hard could it be, really? Even if it was a bit uncomfortable, the sheer eroticism of the act would make up for it. The Fluttershy of her fantasies would close her lips around her partner's cockhead, look up at him with lidded, sultry eyes, and sink all of the way to the hilt without breaking a sweat, then pull all of the way back and break contact with a little kiss goodbye.

It was a good fantasy.

In reality, Berry's cock intruded two or three inches into her mouth before her gag reflex fired a warning shot, and she nearly closed her teeth on the soft flesh between her jaws. Thankfully, she managed to jerk backward just in time.

"Careful," Berry admonished, although his tone was more worried than reproachful. He was concerned for her. That was sweet.

Fluttershy narrowed her eyes on his cock and leaned in again. She just hadn't been prepared for his girth, she reasoned. Nothing had ever gone into her mouth more than three or four inches around, and Berry's stallionhood must have been double that. She just had to get used to stretching her jaw open a bit wider. Like at the dentist. A really sexy, really inappropriate dentist.

She fit her lips around it first, taking a moment to let her jaw muscles relax and adjust to being opened this wide. Once she was comfortable, she moved forward, carefully guiding the shaft past her teeth and across her tongue. Again, she waited, making little adjustments here and there until she was confident she could continue.

Saliva was already starting to pool at the back of her mouth. She swallowed, and Berry hummed in pleasure. Encouraging.

Fluttershy bore forward again, and she felt that little twinge of panic as her gag reflex started to activate. She drew back, braced herself, and moved forward. Again, she started to feel that not-quite-choking sensation, but she forced herself to bear it, ignore it. She focused on the hot, twitching, appealingly salty cock in her mouth, and she looked up at the adorable stallion it was attached to.

When her gagging response didn't get any worse, she moved forward another quarter inch, and the feeling intensified. She stopped, and focused on swirling her tongue around the bottom of Berry's shaft and treating the half that wasn't in her mouth with long, firm strokes with her forehooves. She dared to dive deeper, and another quarter inch slid inside.

And she choked, pulling back in one motion and coughing violently as soon as her mouth was clear of dick. She blinked tiny tears from her eyes and looked down at his cock and noted where the shiny saliva coating stopped. She'd made it about a third of the way down his length. That would just have to do for tonight, she decided.

She took a breath and started to get back to it when Berry put a hoof on her shoulder. "You really don't have to push yourself like this. It's better to practice with a toy or a toothbrush, just in case you do accidentally choke and bite or throw up or something." He smiled kindly. "Trust me, I've been there, done that, and baked apology cupcakes to make up for it."

Fluttershy whined in frustration. "I want to do this though! I'm lucky enough to be around when one of my friends turns into a hot stallion and I'm not even good enough to suck him off." Her tail whipped, the fibers brushing against her needy lips and pulling a groan out of her.

Berry noticed her agitation. "You know… giving oral is pretty fun, but you know what's also fun?" He sat up and pushed her backward into a reclined position similar to the one he'd just been in. His hooves spread her thighs. He looked down at her soaked crotch and licked his lips.

"G-getting oral?" Fluttershy guessed, her heart living up to her name and fluttering like a swarm of anxious butterflies.

He just smiled, and, instead of responding, dipped his head down and pressed his lips against her vulva, putting their earlier, more conventional kiss to shame. His tongue parted her folds expertly, gliding and twisting to cover every inch of her inner lips, from clit all the way down to the base of her vagina.

He pulled back with a little "ah!" of satisfaction. His muzzle was already visibly soaked with her arousal. "Tasty!"

"I… I am?" she asked. Twilight had seemed to like it too. Maybe she did have a nice flavour down there. "Um, Berry?"

"Mhm?" He rose up away from her crotch to meet her eyes. He cocked his head a little.

"You're doing a great job"—unlike the pathetic excuse for a blowjob she'd given him—"but maybe we should… you know, before you transform back…"

He seemed to catch her drift. "Ooooh." Berry was weirdly contemplative for a second. He brought a tender hoof down to her lips and rubbed in slow circles around her pussy. "Have you ever done that before?"

She winced and turned away. Of course it was obvious to everypony there that Fluttershy was basically a virgin compared to the rest of them, but having to actually confess to it out loud still didn't feel good. "No. But I've used some d-dildos before. Small ones."

Berry smiled encouragingly. "That's great! So long as you've had a bit of a chance to get used to the feeling. We don't have that much time and I don't want to rush things if you're not super duper comfy with them." He leaned in and gave her another kiss on the mouth, quicker than their first but no less deep.

Then he stood up and positioned himself, his saliva-and-precum coated cock poised just above her entrance. The tip touched her lips with not even enough force to spread them.

"Actually…" He hooked his fore hooves over Fluttershy's shoulders and rolled backward, putting them back in a similar position to before. "Why don't you be on top? That way you can stop and get off right away if anything unsexy happens."

Her heart hammered, but there was no way she was going to waste time discussing it at this point. She hurried on top of his lap and straddled him, bracing her forehooves against his sturdy chest. He looked up at her with the sweetest eyes she'd maybe ever seen.

A subtle change in the air sent a current over her neck, and she shivered. That was when she realized just how exposed this position made her. Anypony around would be able to see pretty much every part of her. She glanced around the room and saw… oh.

To one side, Applejack was sliding all the way in and out of Rainbow's ass at a brisk, disciplined pace. The smaller mare moaned and gasped with each motion, her own smaller cock dangling and leaking underneath her.

On the other side, the door to the room stood open. She could just barely see the end of an impeccably coiffed purple tail and, almost on top of it, a purple hoof that twitched and fidgeted like it had an itch. Whatever they were attached two was out of sight behind the doorframe, but Fluttershy had an educated guess.

She turned back to look at Berry's bright, excited eyes, and she flashed the same right back. They'd get as much attention on the surface of the moon as they would here in this room.

She wiggled back and forth, enjoying the feeling of his hard shaft trapped between their bodies, then she slid backward and lifted her rear. He reached down with his forehooves and held his cock up straight so she could position herself on top of it.

Once her vulva was again brushing against his tip, she started to lower herself. The first inch of downward movement seemed to last an eternity. Her legs trembled, her breaths hitched, and her heart raced. Berry's cock spread her outer lips and pressed against her entrance, and she felt the first bit of resistance. It was a feeling she knew well, just like Berry had said. After all, he was only a bit wider than her favourite toy.

She lowered herself further, and her pussy stretched around his girth pleasantly. She stopped there, with his cock not even inside her really, just holding her open. She met his eyes again, adjusted her hips, and quickly sank down another two inches.

Her head rolled back and she gasped. She was so full, so perfectly spread and stretched, and she had so many more inches to go.

"Are you doing okay?" Berry asked.

She all but purred, "I need one of those molded dildos of you…"

He grinned and reached back with his forehooves to massage at her cutie marks, squeezing and massaging her ass.

Fluttershy moaned, and her hips rocked back and forth unconsciously, not impaling herself any deeper on his shaft but rolling and grinding her walls against the inches that were already inside.

Now it was Berry's turn to gasp. His head thunked back against the floor, his cock twitched and throbbed inside her, and he whispered a tight, "D-do that again."

Fluttershy beamed. He wasn't even all the way inside yet, but she'd managed to wring some serious pleasure out of him. Experimentally, she rocked her hips again, this time consciously trying to keep her movements steady and fluid, and clenching her pelvic muscles as she went.

She heard a sound that almost made her stop cold. A whimper, like the sound a frightened animal would make, but she couldn't understand it like she usually could. She looked back down at Berry and saw that his eyes were squeezed tightly shut. His stomach rose and fell rapidly underneath her.

"Oh, I'm so sorry! Did I do something?"

"Nope!" He chuckled, but it sounded strained. "I'm super!" His hips squirmed, inadvertently making his cock pull and grind against her inner walls all over again. "It's just… phew, it's not easy to just lie here when you do stuff like that. Those moves are nothing new to me, but to that little fella"—he gestured down to his crotch, where half of his cock disappeared inside her—"they're a real pony pleaser. No wonder stallions have trouble la-lasting."

She looked down at him. At the way his chest rose and fell in time with his harried breathing. At the way his ears twitched and his eyes rolled in their sockets. At how his hooves tensed and made little kicking motions at nothing as he desperately weathered the jolts and surges of pleasure coursing through his body.

And Fluttershy grinned. One of them had hours and hours, maybe even days of practice at this. The other had a hoofful of awkward moments spread throughout years, plus a flurry of wonderful passion that very night. But despite her inexperience, here, on top of Berry, she felt wonderfully powerful.

She slid up his shaft until only the very tip remained inside and held herself there. Her tail hung low enough to brush against his balls, which she made sure to do generously.

"Aw, you aren't going to cut this short for me, are you Berry?" she asked with a bit of a disappointed pout. Her eyes narrowed. "I'm not even close yet." That was a pretty blatant lie, but she was gambling on Berry being too lovedrunk and caught up in the moment to notice the rivulets of marecum saturating his lap. In truth she wasn't much further from a climax than him, but she wanted to see how he'd react to a bit of a challenge.

And react he did. His eyes narrowed in kind, and his forehooves tightened around her rear again. With agonizing slowness, he pulled her down into his lap, sliding half of his cock into her, then more, until her pussy stretched to accommodate his medial ring.

Fluttershy's head lolled back as she was penetrated deeper and more fully than ever before. It was like every one of her neurons was zeroed in on a single bundle of nerves, leaving barely enough left over to keep herself upright. She clenched her teeth and focused through it.

She rolled her hips again, this time paying no heed to depth as she worked. Clenching and loosening, rising and falling, each motion both squeezing and stroking at his cock and grinding her clit hard against the now thoroughly matted fur of his pelvis.

They met eyes, and some understanding passed between them. The ruse was up, but their determination wasn't. Fluttershy was going to make sure Berry enjoyed this first time, and he would make sure she enjoyed the same, and it would be just as competitive as it was cooperative.

"Are you ready?" she asked.

He smirked, and lifted his hips in a shallow thrust to punctuate his response. "For what?"

"For me to f-fuck you?" Even though she stumbled a bit over the swear, the heat in her gaze and the smoldering smile made up for it.

She rose up his shaft and stood poised at his tip, and when she plunged back down, he thrust back up to meet her, and their hips collided with a soft, satisfying pwap.

Things only sped up from there.

When Rarity and Twilight landed together on the floor outside the party room, it truly felt like they had fallen out of time and space entirely. Toppling over while liplocked could apparently do that to a pony.

Even though Twilight had been the one to push them over, she ended up landing first and pulling Rarity down on top of her, breaking the fall with soft feathers and a warm embrace. Rarity immediately melted into the hug, and their kiss, which was frozen during their brief trip from vertical to horizontal, resumed in earnest.

Twilight didn't care about the hard floor under her back or the slight bruise that was definitely growing on the nape of her neck. How could she, when Rarity—Rarity!—was draped over her from tail to horn with her tongue in Twilight's mouth? She arched her back into the thin rug and stroked her hooves up and down Rarity's sides. It was astonishing to her that anypony could be so perfect and so real at the same time.

Rarity tilted her head and swiped her tongue past Twilight's, and the alicorn felt a sudden, unwelcome pang of insecurity. She might be a quick study, but she and Cheerilee had never really kissed. Not for more than a second, anyway. She'd never been so intimately connected with anypony for quite so long. Sex didn't even compare to just how close this felt.

Their lips parted, and as soon as Rarity refilled her lungs, she descended on the alicorn again, her lips this time finding the tip of Twilight's nose, the ridge of her cheek, the line of her jaw. A rain of slow, thoughtful kisses trailed down her face to her neck, and then even slower and deeper from one side, over Twilight's throat, all the way to the other. With each spark of contact, Twilight felt her fear melt away.

Finally, Rarity pulled back to admire her work. The sight almost took her breath away again. Twilight's eyes were blissful and unfocused, her face warm with the hint of a blush, and her mouth curled up in a dreamy smile. There were only a few times she'd seen Twilight so simply, unconditionally happy, and Rarity felt a quiet bloom of pride that this time it was a happiness that she alone had planted, watered, and tended.

"If this isn't love, then perhaps love just isn't for me," Rarity whispered.

Twilight giggled, still bathing in a sea of delight and only barely able to follow the other mare's words. She tried a few times to find a reply, then settled for, "You're beautiful."

They weren't the words Twilight would have normally chosen. A full summation of her feelings for Rarity would take so many more words, if she could even find the right words to express every angle of it. Poetry was never her strong suit, but maybe, hopefully, those two words (three, counting the contraction) said enough.

Perhaps the two of them would have spent the rest of the morning there on the floor, kissing and caressing and staring at each other in wordless appreciation, were it not for the actions of the castle's other guests.

From inside the room, a loud, needy moan filled the air and leaked out into the hallway. Rainbow Dash's voice, certainly, in the throes of what sounded like a very intense experience. It hitched and stuttered in time with the faint, underlying sound of hips meeting thighs and balls meeting, well, other balls, most likely.

That tiny injection of sexuality was enough to snap both Twilight and Rarity back to attention. Their breathing deepened, and their extremities started to tingle. It was obvious that their thoughts were pretty much synched.

"We can wait, if you want," said Rarity, her hips gyrating slightly against Twilight's belly. "Go on a few dates, do things normally." Her usual practiced tone was rushed and clipped, consonants rounding and vowels expanding. It was hard to enunciate when every fibre of one's being was vibrating with anticipation.

Twilight shook her head. "I think—" A moan rose in her throat mid-sentence, and she stopped to quell it. "I think we've been on hundreds of dates already."

"Sounds like an excellent excuse. Why, Twilight and I? We've been courting for years now."

"Haven't we?"

"You'll find no arguments here, darling."

Twilight sucked in a breath. "In that case…" With a flap of her wings and some careful application of her alicorn strength, Twilight jerked them both up into a sitting position and rolled on top of Rarity. Her lips found the unicorn's neck before they even touched the floor.

She kissed her way down Rarity's body, duplicating the example she'd just been given without even realizing it. She was going to learn a lot from Rarity.

It only took Twilight a few seconds to arrive at her stomach. Her kisses got harder, pulling gasps and giggles and even a few whimpers of desperation from Rarity's mouth. Part of her wanted to stay there, explore the new territory, and enjoy more of those delightful noises. But she didn't dally, because an even more appealing destination was waiting for her mere inches further south.

With her chin resting on Rarity's pelvis, Twilight paused to look up. "Any special requests?" she asked, her voice husky.

Rarity laughed. "Let's just see if you can live up to your performance with Fluttershy earlier. You don't have a dragon tongue anymore, and I'm not under any sensitivity spells."

Twilight flashed a grin. "I think I can still give Fancy a run for his money."

"Oh, darling, no. Fancy isn't the one to compete with. He's the fellatio expert. Fleur is happiest when her face is covered in marecum up to her eyelids."

"She and I will need to compare notes sometime then."

And without further ado, Twilight slithered down Rarity's body and wedged her head between the unicorn's thighs. The darker lips of her sex were slick with arousal, and they pouted open slightly, just enough to hint at the delicacies within. Twilight also spotted a few telltale jitters running up and down Rarity's thighs, fluttering across her stomach and pelvic muscles.

A little smile found its way onto Twilight's face. Rarity was holding back a wink. Well, that wouldn't do at all.

Her tongue poked out of her mouth and descended on Rarity's slit. She licked in one very light, slow stroke from bottom to top, enjoying how the other mare's body gave under her touch, the taste and texture of her skin, and that delectable quiver just under the surface where Rarity's composure warred with her body's desires.

Twilight licked again, this time reversing her direction. She pressed just a bit harder at the top, the pointed tip of her tongue spreading Rarity's outer lips and searching for the little hood of flesh that she knew had to be right… there! She probed above and around her clit, careful not to press too hard or suddenly.

And finally, with a moan and a jerk of her hips, Rarity's pussy winked open, and her clit came into view.

Twilight narrowly resisted the urge to lean in and suck on it. Too soon for that.

Instead she took the brief opportunity to swipe her tongue over Rarity's entrance, collecting a few drops of wonderful fluid as she went. There was nothing special about Rarity's taste, but Twilight delighted in it all the same. And even as the opportunity passed, Twilight couldn't help but press forward and lick around for another taste.

Rarity's clit receded and her outer lips closed gently around Twilight's muzzle. Instead of pulling back, Twilight inhaled. Despite the fact that moments ago she could smell Rarity's arousal from meters away, now, with her nose pressed against the mare's opening, it still wasn't overwhelming. This close, she noticed the faint fragrance of rosemary—that would be Rarity's preferred coat wash—along with a hint of something more exotic. A dab of perfume, maybe?

Rarity brought her hooves to her face to hide her blush. She hadn't known exactly what to expect from her first time with Twilight, but having her this close this soon was mortifying. It didn't help that she was also so worked up that Twilight's tamest licks and nuzzles were rapidly building her toward a climax.

Twilight pulled back for a few quick breaths of fresh air before diving back down. She found that spot again, her muzzle just slightly parting Rarity's lips so her tongue could probe at her pussy proper, tracing her walls and gliding around her clit in a careful dance that the alicorn had been eager to practice again. And even though her own pussy hadn't gotten so much as a touch yet, she could already feel a steady trickle of juices pooling beneath her. Fuck, she had needed this. They had needed this.

Rarity moaned and bucked her hips, driving herself even further against Twilight's muzzle. Twilight didn't retreat for even a second. Instead she advanced, burying more and more of her muzzle inside, her tongue swirling and rubbing wherever she seemed to get the most reaction. She couldn't breathe much, given that both her mouth and nose were stuck as deep as possible inside her marefriend—she had a marefriend!—but Twilight knew her limits, and she had a few tricks up her sleeves.

As impressive and hot as it was, deep tonguefucking like this had its limits, as Twilight had learned from a few helpful reference books on the subject and her own first-hand knowledge of the territory. The clit was the real pleasure button, and from this angle she could, at best, rub the top of her snout against it a little. Not exactly mindbending stuff.

So she lit her horn and wove a delicate strand of magic at the very top of Rarity's pussy, then moved it a graceful twirl, encircling her clit. Magic wasn't perfect for sex, and pretty much everypony, especially unicorns, knew it. It just lacked the realness most ponies needed to get off. Thankfully, with her lips and tongue still doing their duties deep inside Rarity's entrance, it was enough.

"Fuuuuhhh…" Rarity murmured, her voice warm and flushed. "You… mmmmmm…"

Twilight didn't withdraw her muzzle from its holster. Instead she rolled her eyes as far up as they'd go and did her meet Rarity's gaze. She raised an eyebrow.

"W-Where did you learn that?"

That was her cue.

Twilight pulled back from Rarity's crotch, and as her muzzle left its holster, the faint purple glow of her magic dimmed for a split second, fading from around Rarity's clit before reforming into a long, suitably girthy tendril. The magic shaft immediately took the place of her mouth before Rarity's lips even had a chance to close. It moved in long, slow motions, thrusting with just enough force to make its presence unforgettable.

And then she started to answer Rarity's question. She raised her head, eyes traveling up the unicorn's wonderful body to her face. A splash of pink caught her gaze before she could open her mouth. Another wink. Without really thinking about it, Twilight stuck out her tongue and gave Rarity's clit a broad, firm lick.

Simultaneously, her magic bottomed out inside Rarity's tunnel.

"Twiliiiight!" Rarity whimpered. She rolled backward slightly, legs twitching and hips jerking as an orgasm crashed over her. A splash of cum caught Twilight square across the face, and she barely closed her eyes on time.

Well, it would be rude to just sit there as Rarity rode out the rest of the spasms, Twilight decided. She leaned back in and slurped up as much of Rarity's juices as she could, appreciating the way her pussy winked open and closed in time with her twitches and gasps. Twilight's magic dildo maintained its calm, steady pace, keeping Rarity high on her peak and ensuring that a second one wouldn't be far behind.

Finally, once the other mare started to settle, Twilight lifted her head and blinked up at Rarity. "Books," she replied, and smiled. "I mostly learned it from books." She hoped that Rarity could see just how soaked her face was when she asked, "So… how do I compare with Fleur so far?"

In between heavy pants, Rarity said, "Twilight… Sparkle."

"Yes?"

"Get on top of my face already."

Twilight laughed and stood up. "Yes, ma'am."

Rainbow Dash struggled to stay on all fours.

It didn't take long before her ass relaxed enough for Applejack to pick up the pace. Instead of driving inside until just before her medial ring, now Applejack was pressing all the way inside until their hips met, then all of the way back out. And the first time the farm mare bottomed out, Rainbow felt something different.

She gasped, her hind legs wavered, and a spurt of precum oozed out of her cock. It was like when something penetrated her pussy in just the right way and hit that perfect spot that stole her breath and blurred her vision with pleasure, but even more dramatic. It sent shudders through her whole body, waves of uncontrollable spasms through her ass, and a white hot bolt of stimulation through her dick.

Huh. Must be the legendary prostate. Ponies were not exaggerating when they compared it to the G-spot. And even though her cock twitched and spasmed every time Applejack's endowment brushed it, Rainbow didn't feel any of the same discomfort she felt when touching her cock directly. It felt weirdly natural. And she wanted more.

"D-do that again…" she stammered, pressing her ass back into Applejack's body and moaning at how deeply it filled her.

Applejack smiled. "Found a silver lining, did ya?"

"You knew?"

"Everypony knows, Dash. Heck, Berry was talking about it not two hours ago. I ain't ever touched a penis before tonight and it was one of my first thoughts."

Rainbow blushed, which was crazy because meanwhile she was still getting her tailhole fucked by her best friend. "Look, I was kind of distracted by—oh fuck!" she cut off as Applejack once again slid right up against her prostate. This time her forelegs were the ones to give out. She slumped forward, her chin actually touching the floor as her cock jerked again. She shivered.

Applejack didn't bother helping her up, instead moving forward with her and shifting her own forelegs from Rainbow's back up to her shoulders, keeping her pinned with her ass almost forty-five degrees up in the air. She slid out, her widening cocktip tugging a little at Dash's rear hole before driving back inside, crashing into that magical spot along the way.

"Mmm, dang. You might not have any meat on your bones, but I can't say a thing about your flexibility." She thrust again.

Rainbow gasped and babbled nonsense, her heart racing so loudly she could barely hear the hot, wet sounds of Applejack's cock filling her up.

"You know—mmmph!—I've never made anypony cum just from riding their tail like this before, but I think us two are going to make a whole bunch of firsts together."

For all her bluster, Applejack could feel her orgasm rising like water behind a dam. She'd only enjoyed a hoofful of climaxes with her borrowed equipment, but she already had a pretty good feel for where her limit was. It wasn't far away, and she really did want to get Rainbow off first. Maybe that was just her ego talking. Wouldn't be the first time.

So she slowed her pace and focused on hitting that golden angle inside Rainbow's body. It was a good thing she was so much taller, because otherwise it would be hard to get her hips high enough to strike at it repeatedly. The width of her shaft probably also didn't hurt.

"This almost feels like cheating," she said, rocking her cock against Dash's prostate with pin-point accuracy. She withdrew again. "Something tells me you won't be quite this easy once Discord's magic wears off and that extra organ disappears." She thrust again. Rainbow shuddered. "Then again, what do I know? Your whole thing is speed, so makes sense that you'd cum nice and quick."

"F-fuck y—ah!" Rainbow's teeth clenched as another power shockwave rocked her lower body. Another dribble of pre-cum pooled on the floor, joining an already considerable puddle.

"What was that? Fuck you? And here I thought I was already doing that."

Rainbow Dash's response never came. She would never have usually taken this kind of teasing lying down, but it was Applejack, and she was struggling not to collapse under the bombardment of sensations the larger mare was serving up. And Dash had to admit, begrudgingly, that she kind of liked being dominated. Just a little. When Applejack did it.

Across the room, Berry's position was in some ways very similar and in some ways completely opposite to Rainbow's. He was pinned underneath his partner, and there was no question of who was in control. Fluttershy slid up and down his cock, pausing only at the extreme ends. At the top she wiggled her hips, enjoying the sensation of his flare tugging at her entrance, and at the bottom she rolled and ground herself against him, milking the length of his shaft with her walls.

For a mare who'd never been penetrated like this before, she sure figured it out quick. He was lucky to have her.

"Mmm, oh, right there," she murmured as she rocked her groin against his, feeling his cock spreading her deepest recesses. She pulled back and dropped back down, her ass bouncing a little against his pelvis. Her head rolled back and she gasped. "Yesss!"

All Berry could do was give little thrusts of his own to meet her and hang on for the ride. Maybe being on top was more fun, somehow, but it was hard to even imagine something feeling better than this. "Hey Fluttershy?"

The pegasus hesitated mid-bounce, her lips flexing around his shaft in anticipation. "Yes?"

"Would you ever, um, think about coming to a sex club with me?" He said it so fast that she almost couldn't make out the words.

She bit her lip and thought about it. Her hips resumed their motions, sliding down until they collided with Berry's lap, then rising up to the top. She brought a hoof to her entrance and touched the spot where their bodies were joined. She bounced up and down again. Fuck, she could stay like this forever. Maybe she should get one of those suction dildos and stick it to her floor somewhere so she could ride it whenever she wanted to zone out and think for a bit.

"What are they like?"

Berry smiled, and his eyes unfocused as if he was looking far into the distance. His dick twitch a little inside her. "It's like a normal party, but everypony is there to get a little dirty, if you know what I mean. Usually it's just little groups of ponies doing normal stuff, but sometimes…"

"Sometimes?"

"Sometimes everything just clicks into place. One night, we all played musical chairs, only there were special rules about sitting in other ponies' laps. And another time, everypony decided to be really sneaky when they did it, so it was like playing hide and seek but with fucking!"

Fluttershy grinned. She swished her tail over his balls right as she bottomed out, and he groaned. "You really like playing games, don't you?"

He blushed. "Yeah… aren't they fun, though? We were all playing a game tonight, and look at us now!"

A sex party. It absolutely wasn't something Fluttershy would normally do under any circumstances. She didn't even like going to most events unless they were Pinkie Pie parties. But tonight had awakened something in her. She wanted—badly wanted—to try things. Dirty things. Things that she had never had the courage to ask about before.

"Would I have to b-be with lots of ponies?" she asked.

He shook his head vehemently. "Only if you wanted—ah—wanted to." His breath was starting to shorten, and while his actual peak was still a ways off, it clearly wouldn't be long. And it seemed like just talking about going to this club was working him up even more. "We could just stick together the first few times, if you want."

Fluttershy nodded. With her concentration split, she wasn't paying attention as she rose to the top of his cock, and she accidentally slid right off of it, her lips stretching around his flare abruptly. When she descended again, his cock ended up sliding up against her belly, dragging right over her clit.

All of a sudden, the sweet, gradual release she had been building up to hit her all at once. She spasmed, her thighs quivering on either side of his shaft as her pussy released spurts of her juices all over its underside. Her vision went white, and it was only thanks to a last minute shoulder-grab by Berry that she stayed upright through the aftershocks of pleasure.

He pulled her in close and kissed her as she shuddered against him. It was a lazy kiss, but no less passionate than those that had come before.

Fluttershy pulled her face back and smiled at him, still catching her breath. "Sorry, that, um, that surprised me."

"Me too," he said. "I was worried for a second!"

She took another steadying breath and started to adjust herself. As her hips slid back over his body, she felt his cock, still hard and urgent as ever, poke at her belly.

That wouldn't do. They were supposed to finish together. Luckily, somehow Fluttershy still wasn't quite satiated, even though she'd had as many orgasms that night as she usually did in a month. So she lifted herself up, aligned his cock with her entrance. Her pussy was still dripping and clenching from the aftermath of her climax. She hoped that she wouldn't be too sensitive down there to bring Berry across the finish line.

"You don't have to—" he started to say.

Fluttershy just nodded. Shakily, inches at a time, she plunged back onto his length, all of the grace and rhythm she'd found moments ago seemingly gone. But she knew her limits, how much she could take and how fast.

After a second her hips touched his. Her pussy winked around him. She moved back up his shaft slowly, like a roller coaster climbing a hill, then dropped down, engulfing him in a second. Then again, up up up, and down. The sensation of being filled was almost overwhelming, but now she was so wet and ready for him that nothing in the world felt more natural than riding his cock and milking out a satisfying close to the night.

When Twilight Sparkle finally turned herself around and positioned her haunches over Rarity's head, the unicorn realized that she might have been a bit hasty. She was still breathless from her orgasms, her lungs and heart working overtime to catch up, but there, inches from her nose, were Twilight's lovely, dripping folds.

"Is this right?" Twilight asked nervously. "I—Cheerilee and I never did it like this." She adjusted her stance, her pussy moving just a little bit closer to Rarity's face.

"P-Perfect, darling," Rarity replied. Even though she was a little worried about her oxygen levels, her mouth was watering and her stomach was doing flips. And if she had to choose a way to die, suffocating under Twilight Sparkle's crotch would be close to the top of her list anyway.

"So I just…" Twilight shifted again, then lowered herself down until her soaked entrance brushed Rarity's nose.

Rarity lifted her head and delivered a long lick across Twilight's vulva. She smacked her lips. "Fantastic." And then she dove back in.

Twilight shuddered at the contact. Aside from her time on top of Pinkie's lap and her self-induced orgasm during the second to last round of the game, she hadn't gotten very much attention down there. And neither of those two admittedly wonderful experiences compared to this.

Rarity ate her out with measured perfection, as if it were a dress pattern that she had mastered to the point of intuition. Her tongue ran along Twilight's labia, dipped inside and traced her opening, flicked at her clit with just enough force to make her wink and then danced back to wriggle an inch or two inside her passage. All the while she managed to lick up and swallow the continuous trickle of cum running down toward her, keeping both her face and her working area all but pristine.

Twilight's face sank down in senseless pleasure, and her weight dropped along with it, pressing her pussy against Rarity's face. Twilight's cheek touched something soft, and she let herself float there on top of the tempest of electrifying pleasure Rarity was exacting on her.

It wasn't until she breathed in and the smell hit her that Twilight remembered where she was and what she was meant to be doing. Inches from her face, Rarity's pussy was still spread open around Twilight's magic, the ethereal glowing dildo gliding in and out on autopilot. Twilight only spared a second to appreciate Rarity's ability to concentrate on eating her out while getting penetrated. Then she got back to it.

Her hooves cupped Rarity's inner thighs and spread them slightly. She leaned down and looked at the mare's engorged lips and steadily winking clit. She had never given oral from this angle before, so she would have to adapt her usual techniques. Unfortunately, spatial reasoning had never been Twilight's strongest suit.

Fuck it, she decided. Anything would be better than just sitting there and watching. She was the princess of friendship, after all, not the princess of pillows.

Her first lick was along Rarity's pelvis, stopping at the very top of her labia and parting with a flick to her clit. She stretched her neck and went further, spreading Rarity's lips and licking all of the way down to the bottom of her pussy and swirling around just inside. Interesting. She definitely couldn't get the same kind of depth as she could in her previous position, but that was what the dildo was for.

Right, the dildo. It had been moving at a languid, recovery pace since Rarity had climaxed. Now Twilight sped it up, a little faster every stroke, until it was moving faster than Rarity's tongue was roving around Twilight's sex. It bottomed out perfectly at the end of each thrust, swelling just a bit once it was hilted, before shrinking enough to withdraw. The most expensive sex toys on the market weren't nearly as sophisticated.

Twilight resumed her work on Rarity's lips, licking and sucking and nibbling, gulping down whatever traces of marecum Rarity offered.

The tongue on Twilight's pussy started to lose its rhythm, and she felt muffled moans and squeaks vibrating inside of her when Rarity's very occupied mouth couldn't help but vocalize her pleasure. She never stopped eating Twilight out though, and the sudden randomness drove the alicorn to new heights with every unexpected lick or surprise kiss.

Soon enough, the unpredictable stimulation reflected in Twilight's own lovemaking. The magical shaft would hesitate before withdrawing, or plunge inside halfway, pull back an inch, and then bury itself the rest of the way. Its width fluctuated too. Not a lot, maybe an inch or so total, but it was enough to tug and prod at Rarity's insides in a slightly different way with each motion.

They fed off of each other like that, one's instability getting the other off faster, the pleasure making her lose even more composure. After a minute or two, they were both twisting and kicking, tongues flicking madly and faces digging deeper and deeper into each other's overflowing pussies.

In a flash of lucidity, Rarity realized that she was going to cum for a second time, and Twilight seemed to still be a ways off. And of course she was—she was missing something that Rarity herself had been enjoying this whole time. With every ounce of her arcane control, Rarity conjured a magic dildo of her own. It was less exact than the one Twilight had constructed—Rarity couldn't have perfectly matched her partner's inner dimensions like that even with time and reference material on her side—but it was much, much more detailed.

Perhaps it was because, for all her skill, Twilight Sparkle was less experienced in the bedroom. She certainly hadn't enjoyed nearly as many cocks. So while Twilight's conjured toy was smooth and textureless, Rarity's was as lifelike as a magical aura could be, complete with a flared tip, a ring, veins, and every other feature the unicorn could imagine. Some might have even called it a work of art, or at least obscenely excessive.

Rarity floated the shaft underneath Twilight's body and did her best to line it up with her entrance, but the angle seemed impossible. Twilight's crotch was too close to Rarity's face. She almost gave up there and dispelled her creation, but then she came to her senses. She pulled the dildo back a bit, then lifted it higher.

Twilight stiffened when she felt the fuzzy glow of magic against her tailhole. Her tail whipped behind her and her back straightened. She had never played with her ass before, but she was so close, and Rarity had worked such wonderful magic on her body already that she immediately trusted her. She wasn't about to pull her face from Rarity's cunt though, so instead of speaking she curled her wings down to brush Rarity's barrel and give her an encouraging caress.

Rarity seemed to understand. She returned her muzzle to Twilight's folds—the other mare's flinches and contractions would be more helpful than sight here anyway—and started to apply some pressure.

It was light at first. Almost unnoticeable, thought Twilight. Barely more than if she had sat down awkwardly on an uneven seat. Rarity's tongue lashed inside her pussy, then flicked back up to her clit and gave it a powerful lick. When Twilight shuddered and melted into the sensation, the pressure on her ass increased a bit. Perfectly timed, the ethereal cock thrust forward right as Twilight's muscles relaxed. The wide tip spread her open and buried itself inside—just the first half inch.

She gasped and clenched down on it hard. It was such a different feeling to anything else she'd experienced that night. Not painful, thankfully, but a bit uncomfortable and out of sync with the rest of her body. She held her breath, waiting for the dildo to move again.

But it didn't.

Rarity knew what she was doing. She had introduced a few ponies to anal play before, and of course Fancy and Fleur had passed along their incredible expertise on the subject as well. She would work Twilight up slowly, intruding an inch or two when she felt the alicorn relax, and only start moving the cock in earnest once she was sure it wouldn't hurt.

That plan fell apart when the shaft in her own pussy gave a sudden, shaky thrust. It pulsed in size, stretching her walls for a split second, then thrust again. The shock was enough to send her own magic thrusting forward, driving the dildo almost halfway inside Twilight's rear.

"Gaaahhhoooooh," Twilight moaned into Rarity's groin, somewhere between a whimper and a mewl of pleasure. Her legs turned to jelly in an instant, and her weight dropped fully onto Rarity's face, pussy mashing up against the other mare's muzzle. It still didn't hurt, but she couldn't tell if it felt nice either. Most of all, she felt mind-blowingly full, as if there wasn't an inch of empty space left inside her.

Once Rarity recovered from the surprise penetration, a shaky smile found her face, and she resumed her work on Twilight's sex, tongue swirling around the depths of her vagina and muzzle grinding along her clit. She started working the dildo in and out of Twilight's ass, never moving more than an inch or two at a time.

Now Twilight felt the pleasure. It started in her clit and burrowed deeper, meeting up with the sensations coming from her ass somewhere inside her body and crashing up her spine like a solid wave of tingling delight.

They found their rhythm again. Twilight gave up any pretenses of subtlety and moved to licking and sucking directly at Rarity's clit as her magic thrust in and out in quick, decisive motions. At her other end, the dildo in her ass was moving almost as quickly, sliding out to the halfway point before rocking back inside to the hilt. Rarity was muzzle deep in her pussy as well, tongue thrusting and rubbing in time with her own magic.

Neither of them were far off now.

At a breakneck pace, Applejack slammed her hips into Rainbow's, each motion nearly carrying the smaller mare off her hooves, each thrust glancing off of her prostate and building her up even higher.

"A-Applejack, I'm… I'm—" She cut off with a shudder, her hips moving in little spastic jerks as her balls tightened and her climax narrowly missed its offramp.

Applejack gave another forceful thrust, the slap seeming to echo off the walls. She leaned forward and growled in Rainbow's ear, "That's it, Dash. Paint the floor for me."

Another thrust, and then, with a high, throaty moan, Rainbow did as she was told. Her hips jerked again, rocking herself against Applejack's shaft, and her cock spasmed and twitched. Her first spurt of cum shot out with enough force that it bounced slightly off the ground, splashing onto their hooves. Her balls tensed as her cock produced a second wave, then a third.

Through it all, Applejack didn't stop pounding Rainbow's ass, jostling her prostate and milking even more out of her.

By the fourth wave of cum, Rainbow's strength left her. Even as her cock continued to spurt and dribble, her legs buckled. Her face, then her chest touched the ground, both immediately becoming soaked with her own semen. Her hindquarters would have dropped to the floor as well if it weren't for the long, thick cock that continued to drive in and out of her ass.

Applejack tightened her forelegs' grip around Rainbow's barrel as she worked herself to her own peak. Even though Rainbow's climax was already passing, each thrust forced another dribble of cum out of her slowly softening dick.

She crested her own peak, her balls tightened. In a deep, husky voice she groaned out, "Love ya', sugar cube."

The coil inside her tummy snapped. She buried herself balls deep and stayed there, pumping rope after rope of jizz inside Rainbow's bowels. With each wave she pulled back just an inch and thrust inside again, the tight confines of Rainbow's ass only squeezing more out of her.

Rainbow moaned again at the sensation, her opening tensing and grasping at its very welcome intruder, and with her last embers of energy she humped backward, ensuring that Applejack's seed found its way as deep inside her as possible.`

As Fluttershy bounced up and down on his lap, Berry found himself very glad that he wasn't on top. Every part of him was focused on not finishing too soon, not disappointing the beautiful little pegasus sharing such a wonderful, private thing with him. Never mind that she had already climaxed in his embrace moments ago, or that she'd enjoyed multiple other orgasms earlier. He just had to keep going, to prolong this moment. His pelvic muscles were tensed tight, his balls were starting to ache, and his cock twitched at even the smallest jostle or rub.

He was a mess, to put it bluntly, and it showed in his face. His eyes were wide and unfocused, his tongue poking out one corner of his mouth. His stomach shuddered with his rushed breaths, his legs wobbled.

Fluttershy looked down at all of that and nearly laughed. Or cried. It was a wonderful sight, a stallion so enraptured, so submissive beneath her. And it was one of her best friends as well. She sank around his cock, for the thousandth time marveling at the sensation of being spread and filled, feeling a part of him touch such a deep part of her.

On an impulse, she reached down and touched herself just above their union. The rough edge of her hoof brushed her clit.

That did it. She gasped and dropped her weight, hilting herself on him and gyrating unconsciously as her pussy clenched and winked, a mixture of her cum and his pre matting between them.

"Oh," said Berry, a little surprised. The tension vanished from his face, and his hips jerked upward against her, almost sending them both over sideways. Their attempts at coordinated thrusting stopped. With his dick buried as deep as possible inside her, they both twitched and humped very gently against one another as Berry's balls clenched and his flared tip spread her insides wide open.

A very distant voice in his head reminded him that this wasn't a planned orgy. Fluttershy hadn't known she'd be getting creampied that night. And while they were about as far from estrus season as possible, the possibility was always there. But it was too late for that now. Even ignoring the generous amount of precum he had leaked inside her already, he was a heartbeat away from his release.

Fluttershy had a similar thought, although in much less detail. Dim memories of lectures from over a decade ago drifted through her mind, adults awkwardly rattling off words like potion, condom, and of course "pulling out." Her very first time having penetrative sex and she'd completely forgotten until it was too late.

Might as well enjoy it then, they thought as one.

"Flutters…" Berry moaned out as another spasm wracked his lower body. His cock pulsed, delivering a powerful burst of cum inside her deepest reaches. Another wave, and another. After holding back his orgasm for so long, the cumshots felt almost pressurized.

Fluttershy rolled her hips slowly, enjoying the little flexes and jerks his cock made. She couldn't exactly feel the fountain of semen he was unloading inside her, but she could imagine it, especially once she looked down and saw the milky whiteness seeping out from between their union and soaking into their coats, dripping down onto the floor.

She slumped forward, forehooves reaching out to embrace him. She pressed her lips to his in a deep kiss as his seed continued to leak out of her.

It was a very good thing that the glowing, disembodied cocks Rarity and Twilight were using on each other were basically just telekinesis magic, one of the first things unicorns learn to do as naturally as breathing. If they were even a fraction more complicated, neither of them would have been able to keep the spells going through the maelstrom of ecstasy.

Rarity moaned around Twilight's clit. Her hooves reached up to massage Twilight's rump and sides while the dildo continued to glide in and out of her ass, its rhythm constantly stuttering and jolting whenever the ravenous alicorn under her tail delivered an unexpected lick or caress. Rarity's rear legs were twitching and kicking almost constantly, her hips jerking at the slightest spike in pleasure.

And for her part, Twilight had completely given up on supporting any of her own weight. Hopefully Rarity wasn't too uncomfortable with her larger frame bearing down on her, pussy enveloping the lower half of her face shamelessly. Twilight was too far gone to care now. They both were.

Rarity was the first to break. Her whole body spasmed, starting at her hips before rippling up her torso and out to her extremities. Her tongue lost any semblance of purpose and began whipping around Twilight's folds like a ping pong ball.

They were so synchronized with each other that Twilight almost couldn't tell whose orgasm was looming over them. Just to be safe, she increased the width of her magical shaft, stretching Rarity's walls just a tad more, and moved in close to lick and suck that wonderful pink button that kept winking into view.

Rarity moaned so loud that Twilight heard it clearly even though it was muffled by her own pussy. The unicorn's tail whipped up, tickling Twilight's nose, and then she came hard, spontaneous rivulets of cum pouring from her lips and filling Twilight's mouth and nose with the intoxicating scent of sex.

Twilight pulled the dildo out and thrust it straight back in to the hilt.

Rarity's world exploded. Her horn flared bright, her jaw spasmed, and her already obscured sight faded to black as her rear end humped and kicked at nothing, instincts trying to push her further into a penetrating party who simply wasn't there.

That flash of blue magic from Rarity's horn wasn't for show. For a split second, the unicorn lost control completely, and her spell did a few things. First, since the ethereal horsecock happened to be at the very beginning of a thrust, it slammed home hard enough to rattle Twilight's insides. Its shape morphed, becoming thicker in places and thinner in others, bending into subtle curves, and all but vibrating as the sudden explosion of magical energy wracked the spell's construction.

At the same time, Rarity accidentally bit down slightly on Twilight's outer labia. Not nearly hard enough to draw blood, but definitely enough to hurt.

Twilight's eyes went wide as the dildo rammed itself into her with as much force as a real, physical horsecock might have as its owner approached their own climax, sending a sharp ache through her ass. A split second later, she felt a sudden pinch in a very intimate place.

The sudden pain on top of pleasure on top of watching Rarity squirm beneath her was enough to send Twilight over her own edge.

She rocked backward, grinding her pussy even harder against Rarity's face. Her hips gyrated, fucking Rarity's mouth with unconscious abandon as her tailhole clenched and squeezed at the toy holding it open.

Rarity had no chance of catching all of Twilight's mess this time. Her face and neck were soaked in seconds, and Twilight's orgasm showed no signs of stopping. A distant part of the unicorn's mind recalled her thought at the beginning. Drowning in Twilight's arousal would be a pleasant way to go, so she opened her mouth and held her breath and did her best to savour the height of Twilight's orgasm as she basked in the first few seconds of her own afterglow.

At almost exactly the same time, six sticky, exhausted, happy ponies found that their night of sexual and romantic discoveries was finally over.

Rainbow Dash slid to the floor, Applejack's shaft sliding out of her ass in one long motion. The second her rump hit the ground, cum started to leak out and showed no sign of stopping.

Applejack dropped down beside her, forelegs immediately securing themselves around the little blue mare in a fuzzy post-sex embrace. Her cock was pressed between them, coated in jizz and slowly softening.

Fluttershy looked down at the mess oozing out of her pussy and pooling on Berry's lap. She didn't want to move—so she didn't. She rolled forward, Berry's cock still deep inside her, and cuddled up to his chest.

He met her gaze and smiled warmly. His tail flicked up to intertwine with hers, and Fluttershy extended her wings to cover his sides. Their cheeks touched in a gentle nuzzle.

Out in the hallway, Twilight Sparkle rolled off of Rarity and onto her back beside her. They sat there, side by side and head to tail, staring up at the crystal ceiling. They were both thinking a lot of thoughts, and neither had any intention of breaking the heavenly silence to voice them just then.

With a tingle and a sparkle so subtle that nopony even noticed, Applejack shrank back to her usual size, her proportions shifted, and her genitals returned to normal. Similar transformations took place for Pinkie Pie and Rainbow Dash, and they went just as unnoticed.

In a house quite a few miles and dimensions away, Discord felt a little twinge of satisfaction, as if he'd had a name on the tip of his tongue for days and suddenly remembered it.

"Hmm. Now what could that have been?" he wondered aloud. He thought back, trying to remember if he had set any particularly chaotic plans into motion recently. There were times he really wished that a personal planner wasn't so antithetical to his very being, because disorder was a terribly complicated business to keep straight in his head.

"Eh, probably nothing."

Author's Note

Did I split the previous part of this chapter too soon? Obviously yes. Should I have cut my losses at some point and split it again? Also probably yes. Is it even possible to get off to 11k of nonstop sex that cuts between three different couples? I guess we'll find out together.

We've finally arrived at the end of our first and probably only major arc of this fic. I'll make a blog post to describe my plans for Metamorphilia soon. In the meantime, thanks to everyone who came along for the ride, and I hope you enjoy what I've got in store for this and other fics in the future.