Applejack bucked the last tree of the day, after gathering the buckets of apples, she headed into town. As she pulled the cart, her ears perked up at the whispers that seemed to be coming from everywhere today.

"Yeah, it's tonight at midnight."

"Did you get your mask?"

"I hope I see the same stallion tonight."

Totally confused, Applejack parked her cart.

"Apples! Apples! Get yer apples 'ere." Applejack yelled to the ponies, trying to gain their attention.

Ponyfolk came and went as the day went on. In the midst of the day Twilight appeared.

"Hey AJ, Whats up?"

"Just sellin' apples. What 'bout you, sugarcube?"

"Just getting some shopping done."

“Hey Twi, have ya heard of any thang goin' on tanight?" Applejack asked as she began to pack up her cart.

A light blush came over Twilight’s cheeks as she giggled. "You haven't heard?"

"Heard what?"

"About Pinkie's brothel." Twilight’s voice lowered greatly, as she leaned towards AppleJack’s ear.

"Her what?" Applejack’s eyes widened. What the hay?

"Meet me at Sugarcube Corner tonight at midnight, and cover your cutie mark. Oh, and bring a mask." Twilight backed up and walked away.

Applejack watched as she did, wondering what was going on. How was she left out of the loop and what the hay was a brothel?

Applejack returned to Sweet Apple Acres. She put away the cart, took off the harness then, Applejack shook herself out.

Staring at the barn wall, she thought back to the earlier conversation. A mask? I know, I'll go to Rarity's and ask her for one. AppleJack took off running towards Rarity's shop, Carousel Boutique.

Applejack entered the shop and a little bell rang letting Rarity know she was there. "Hey there, Rarity!"

"Applejack, what are you doing here, my dear?" Rarity was in the middle of another creation. It was rainbow in color. The thing almost looked like a dress but was missing the bottom half of the outfit.

Applejack admired it for a moment before asking her question. She watched the color glisten in the light as she asked, "Rarity, do ya have any masks?"

Rarity's eyes gained that sparkle she always gets when an idea pops in her head. "Why yes I do, dear. Hang tight for just one second."

Rarity walked behind the curtains to the back of her shop, and after a few minutes she popped back out.

"How's this?" Rarity popped the mask onto Applejack's face, pushing her towards the mirror at the same time.

"Rarity..." Looking at herself, she blushed beneath the mask. She looked like those old super-ponies from the cartoons, the ones Apple Bloom watched every Saturday morning.

The mask was pure black. The velvety cloth fit perfectly over her nose and winged out around the eyes. Running her hoof over the mask, she felt the bumps and curves of the black swirls that lined the mask.

"It's perfect, no one will know who you are." Applejack's ears shot up at Rarity's wierd comment. How did she know what she needed the mask for?

Well duh, Applejack isn't that the point of the mask? Shaking her head, she smiled at Rarity. She began to walk towards the door.

"Thank ya, Sugarcube." Applejack turned to look at Rarity, but she was already back to the unfinished dress.

"You are welcome, dear. See you later." With that, Rarity got lost in her work.

Applejack turned and left her be, even though her mind was still burning with questions.

Applejack walked up to Sugarcube Corner. Her cutie mark was covered with makeup, and the mask was fastened securely on her face.

She looked around for Twilight, as the crowd started to thicken as she swerved through. Where are you, twi? She couldn't figure out who anyone was, all she saw were blank flanks and faces full of masks.

"Hey..." The whisper was in her ear but she knew that voice. Twilight!

She turned to the voice and was confronted with a silver and blue mask. It was winged like her own but covered in silver and purple beads instead of plain like hers.

"Twilight?" Applejack whispered, understanding that she shouldn't be loud.

"Hey AJ, Rarity told me what your mask would look like. Now you were wondering what was going on tonight?"

AppleJack just nodded, still confused.

"It's about to start." As Twilight finished, Pinkie Pie walked out of Sugarcube. She wasn't wearing a mask and you could clearly see her cutie mark.

"Hello everypony! And Welcome to Pinkie's Brothel! Now, remember the rules! First off keep your mask on pretty please. Second no telling who you are, keep it a secret, hehe I love secrets. Last but not least, keep your booty, blank.”

Pinkie lifted her head and placed her hoof over her heart. "Cross my heart, hope to fly, stick a cupcake in my eye." Her hoof landed landed on her closed eyelid as she finished and the crowd followed. After they were done, Pinkie jumped up and down yelling, "Lets party!"

The crowd moved forward; with Twilight at her side Applejack felt better, but the butterflies still got caught in her stomach. What was going on?

Walking further inside, the ponies weren't just going into Sugarcube, they were going under!

Applejack stuck close to Twilight as they went down a tunnel, inside were stairs. Down the steps they went. The tunnel was dark and Applejack kept bumping into ponies. As they got closer the tunnel got filled with a dark red light, they entered a room.

The room was huge, it broke off into smaller, more private rooms. As Applejack reached the entrance her view of the room expanded and, boy was she in for a surprise.

What awaited Applejack was nothing less than an attack on her senses. It was everywhere, she watched with her eyes, smelt it in her nose, heard it in her ears. The sight, the smell, the sounds of... sex.

“Twi... I don’t think-” but she stopped once she noticed Twilight was gone. Twilight was nowhere to be found. All alone now, she looked around for some sort of saving grace to her confusion.

“Hey sweets, you lost?” The faceless voice rang in her ears as she searched for someone it belong too. She turned and came face to face with a rainbow colored mask, the six colors of the rainbow going diagonal down the mares face. The mare was a pegasus.

“Ummm, Ah... yeah...” Applejack’s tail hung low as she looked to the ground.

“Come with me...” The rainbow-masked mare pushed Applejack into a smaller room, and closed the door as they entered.

“So I take it you’re new here?” The question sounded more like and observation then a real question.

“Uh... yeah, you could say that...” Applejack looked into her savior’s mask, unable to really read anything that laid behind it.

“Well this place is really awesome! Do you do mares or stallions?” The mare plopped down on the bed inside the small room, that was really all there was, aside from a small table in the middle of the room.

Applejack couldn’t believe what she was hearing, What? she shook her head and asked her to repeat what she just said, surely she must have misheard.

“Do you like mares or stallions, it’s not that hard to understand.”

“Ah like... “ Applejack paused, “mares...”

“I knew it!” The rainbow masked mare nearly jumped out of her skin.

A startled Applejack jumped. The words rang in her ears... How could she know?

The rainbow masked pony walked over to Applejack and nudged her to the bed.

“Wait! Ah’ve never done this... “

“It’s okay I’ll be gentle. I promise.”

Applejack swore she could hear the smile in the mare’s voice.

Being thrown on the bed, Applejack landed on her back, her bossy pony climbing on top of her.

Wait! She wanted to scream, but then she thought about it. This could be fun. No one know’s who she is, no one can judge her here, no one can tell her anything! It was perfect, it was magic... it was freedom.

Applejack flipped her companion laying the Pegasus on the bed and hovering over her. She leaned into the mares mask and smiled.

“Ah have one rule... Ah’m the boss.” Applejack felt her heart pound as the words spilled from her lips. The mask gave her confidence, she knew what she wanted and she was going to get it.

“I’m all yours.” The submissive pony laid on her back with an air of confidence around her. The air almost felt like a challenge to the black masked pony.

“Are there any toys 'ere?” Applejack looked around.

“Underneath the bed.”

Applejack leaned over the bed, her head hanging off the edge as she looked beneath. She squeaked as a soft wet tongue licked her thigh. Grabbing a bag from under the bed, she pulled it up and faced the Pegasus.

"Nun of that now, ya 'ere." Applejack opened the bag and pulled out various object; ropes, lube, and... Applejack blushed at the last item, a vibrator shaped exactly like the member of a fully-grown stallion.

Author's Note

Yeah there is sex here, if you don't agree with it, please skip this story.
If you do happen to read it please leave me a comment, good or bad I don't mind the criticism.
Just don't play out be a jerk about it, please.
Hope you enjoy.

Ps: If you didn't read in the description, this story was inspired by another story (Sex, Lies, and Cowboy hats.) with the permission from the author I did my own spin off of the story.

If you haven't read that story, GO READ IT! Seriously It's AWESOME! <3