Hoof Beat Comics: FIM Fic Version

by ABronyLife42

Rating: mature
Tags: Romance, Comedy, Random, Alternate Universe
Length: 6131

Twilight and her friends find themselves in not only sexual situations, but in comical as well.

Hoof Beat Comics is a wonderful and imaginative anthropomorphic book filled with pictures of our ever so lovely Mane 6 and Princesses. This book also includes three short stories, where we find Twilight and her friends in not only sexual situations, but comical as well. It has inspired me to write my own versions of each these stories, so I hope you will enjoy what I've done with them. Also I will add characters as I complete each story.
*Warning*
These stories are in 3rd person present tense format, and will contain mild rape, lesbian, and Futa Rainbow Dash sex

If you would like to find the original versions of these stories, I highly suggest you go to Equestria After Dark. A blog that Alexstrazsa has provided for us. :D

Published 1970-01-01 00:00:00 UTC
Last updated 2013-01-04 20:32:27 UTC

Friendship is... Carrots?

Around midnight or so outside Fluttershy’s house stood Twilight wearing a black, cotton sweatshirt with a red short skirt that barely covered her white cotton panties. In her hands, was the envelope of a letter she had received earlier that day from Spike. He said that the yellow pegasus had made a desperate plea to him that the unicorn would get it as soon as possible. This worried Twilight greatly at the time, but since Fluttershy tends to scared by little things, she still felt a twinge of doubt the pegasus was in any real danger. But either way, the unicorn still went out to help her friend.

Her horn glowes with a humming sound as she controls the letter floating in front her. While awkwardly staring at it, Twilight's tail shifts back and forth as she reads the letter out loud.

“Twilight, please come over around twelve tonight. This is urgent!”

The slightly confused unicorn looks to the bottom of the paper and in bold letters it said, “P.S. Come Alone!”

An owl screeches in the distance as Twilight looks from the letter to the timid pegasus’s front door. “Sounds like Fluttershy has freaked herself out, “She sighs with an unamused look. “again. I swear that pony is probably afraid of her own tail.” Rolling her eyes, she raises a hand to knock. “Let’s just get this over with.”

Right as she was lowering her hand to make contact with the door, the top half of it flies open stopping her in midair. A bashful Fluttershy looked at Twilight from the edge of the door while wearing a white robe lining with purple fuzz. Besides a few crickets chirping in the distance, the two mares stood there in an awkward silence, until Twilight spoke while lowering her hand, “Uh, Fluttershy is everything- “

“You come alone!?” The pegasus asks in a loud whisper, eyes shifting left and right quickly.

“Ummmm... “ Twilight looks around as if Fluttershy was seeing something she didn’t, and raises an eyebrow at her friend. “Yeah, just like the letter... Ahhhh!”

The unsuspecting unicorn is suddenly grabbed by her wrist. “Hurry! get inside before anypony sees you,” Fluttershy frantically says as she drags Twilight in and looks at her despairingly.

“I’m so glad you’re here,” Fluttershy cries and then turns away from Twilight with her hands to her face and eyes clenched shut. “I need to show you something, but... I don’t know how to show you. I’m not even sure if you should even see, because I feel awful, just awful about asking-!”

        “Woah! Calm down Fluttershy. You’re talking even faster than Pinkie Pie.” Twilight walks to her friend places a hand on her shoulder gently. “Now if it’s so important that I have to see whatever it is to help you.” The unicorn waves a hand in the air nonchalantly. “Then I, as a good friend, am more than willing to, so go ahead and show me.”

The shy pegasus turns to give Twilight a sad smile and said, “I umm... if you say so Twilight, thank you.” She connects two fingers together and wobbles them nervously. “So... um... would you mind turning around for a second?”

“Of course not.” The unicorn returns her friend a smile and happily obliges the request.

While she stood there, Twilight hears shifting of some objects, a couple of bangs, and a...

“How did this even get here? I could’ve sworn I left it on the mantle from the last time I had Rar... Woops!”

“Fluttershy what are you talking abo- “

“Here put this on!”

“Hey!” As Twilight was talking and turning around, she is quickly blinded by the pegasus with a light blue blindfold.

Stumbling forward with her hands stretching out trying to grab anything that could stop her from falling, the weirded out unicorn says, “Alright soooo, why in a Equestria did you just blind me? How am supposed to... Ow, my foot!.. help you when I can’t even see? I mean, I'm up for any new sleepover games... Woah! I may have just stepped on Angel’s foot, Sorry... you’ve come up with Fluttershy, but I thought...”

While stumbling across Fluttershy’s living room, Twilight’s movement was stopped as her hands latch onto two very large bulbs. She moves her hands across them for second . They're rather silky and smooth, and after moment of getting a good feel of them, she stops.

“I’m touching your breasts... aren’t I?”

A muffled moan,“mmmhm” comes from Fluttershy.

With her hands still on the pegasus’s double Ds, Twilight asks, “Ooooookaaayyy, so I am rather puzzled by this now, and have a lot of questions going through my mind. But... let’s start off with the two obvious ones.”

Twilight takes her hands off the pegasus's boobs, lifts the blindfold, and gives Fluttershy an annoyed look. “Why did you blindfold me, and let me grab your hoofers?”

The pegasus stares at Twilight with tears starting to form in her eyes. The unicorn’s expression softens into a slight frown by this adorable, sad state her friend is in.

“Look I’m so-”

“No, Twilight! I-I’m the one who should be sorry.” Fluttershy turns away from the violet unicorn, covers herself in her rob, and cries again. “I’ve been afraid that my body isn’t like... everypony else. Wha-what if... what if... I’m some kind of deformed pony and I’ll never find a stallion who will love me?”

“This again? This is the tenth time she’s told me about her fear of not finding a proper suitor, and every time she has a different reason for it!!” Twilight sighs to herself. “Well maybe if I indulge her with this, she’ll stop worrying about it.”

“Well you’re in luck, Fluttershy!” Twilight says cheerfully with a proud tone. “I can’t say I am an expert on the subject, but I have read quite a few books on pony anatomy. So like I said before, I as your good friend will be more than happy to help you in anyway to set your mind at ease.”

Sniffling some, Fluttershy turns around with hopeful look. “Really? In anyway?

*    *        *

“Ummm... well this is not what I for saw happening when I said I’d help her.”

A light blush is growing across Twilight’s face as she finds herself in a very unexpecting position. She is sitting on the edge of Fluttershy’s bed in only her underwear. Her bust isn't as big Fluttershy's, but are still fairly large and perky. The yellow pegasus also tied a very tight knot around the unicorn's hand and placed firmly against her back.

“But at least now I know where my copy of “Involved and Overly Intricate Knots” ran off to,” she says to herself.

“Angel Honey, I’m sorry, but mommy needs to borrow this for a bit,” Fluttershy says gently, crouching on the wooden floor with only her crotchless panties on as she tugs a carrot away from her pet. After he loses this tug of war, the rabbit grumpily pounds the floor with a foot and runs off. “Oh dear... “

Twilight turns to Fluttershy and gives her best poker face smile. “Alright so, just to be clear, explain again how me being naked on your bed suppose to assuage your self esteem issues?”

“Oh Ummm... well I’d hoped you be able to compare our bodies and see if I look normal. Also to see if I do... well um... intimate things right,” the yellow pegasus answers.

“Okay...” Twilight says unsurely. “but is me being tied up really necessary?”

Fluttershy nods immediately, almost too excitingly. “Oh Goodness, yes!”

Twilight raises an eyebrow suspiciously.

“I mean... um, well just the thought of being naked around somepony scares me a little. Cause, what if they were to overpower me, and take advantage of my exposed body?”

Twilight just stared blankly at Fluttershy letting what she just said process through her mind. Once it hit her, the purple mare threw her head back and starts laughing uncontrollably. “That... Hehe... you realize that it’s just you and me in here, right? I would nev- Ah!”

The yellow pegasus slips the thick end of the carrot in between Twilight's panties. It’s ridges rub up against the unicorn’s clit as it slowly enters the middle of her lightly moistened lips, causing a slight shiver to travel through her body and making her fall onto a pillow.

Fluttershy made her way in between Twilight’s legs, on her knees, while curiously staring at the carrot in her fingers. “So stallions have these... um things, and I thought that this would be a good substitute.”

Twilight squirms a bit on the bed. “You know there are other...” Fluttershy pulls back on the carrot causing it rub against the unicorn’s inner lips making her cringe in pleasure as a dark blush is spreading across her face. A very quiet “Oooh...” vibrates from the unicorn's throat. The pegasus was making it difficult for the purple mare to not enjoy the touch. “I think now would be a good time put that somewhere else.”

“Let’s see... “ Fluttershy, focusing on the carrot, brings her massive breasts forward sliding the long exposed part of the carrot in between them. “I’ve heard that guys... um like it when do this to their... uh things.” The pegasus scrunches her boobs together around it. “Do-uuh stallions really like this kind of thing?” She then lowers her mouth over the tip of the carrot and begins to suckle it and then biting into it slightly so she could make it slide up and down the unicorn’s slit.

Poor Twilight is cringing and trying to hold back any signs that the pegasus driving her crazy with pleasure as wave, after wave of tingling bliss flows through the purple mare. Once the pegasus stopped, she looks up before she even has a chance to see the unicorn relax though slightly breathing heavily.

“Um... How was that?” the pegasus asks.

“*huff* Really? You're actually... asking me that?”

“Twilight!” Fluttershy pouts.

“Okay, okay... You did uh... fine”

“Just... fine?” the pegasus asks to herself sounding a little disappointed by the answer. But in silence, a determined look grows slowly across her face.

“Uh, what is she thinking? This can't be good.”

“I don't think fine is good enough. I've got to try harder! Really put my all into it!”

“That sounds good to... Wait! What?!”

Before Twilight has a chance to protest, her eyes widen as Fluttershy head flies in towards the carrot. Once her mouth latches onto it, she begins slide it deeper and deeper in between the distressed unicorn's warm, pink marehood. And as before, Twilight's mind is clouded with ecstasy as another wave of shivering bliss spreads through her body.

“I-it keeps... sliding,” Twilight barely says.

Fluttershy moans as she pushes harder on the carrot into the moist folds of her friend. Lowering a hand to Twilight's panties, the pegasus pull down on them some, so she can push the carrot slightly into the purple mare's cavity.

“Mmmm! She is pushing so hard... “

Twilight's body stiffens until she could no longer hold back a loud moan that eventually escapes her lips.

Fluttershy jumps back a little onto her knees and brings her hands to her face excitedly. “Oh! oh! I heard you! You made those little moany noises that must mean I did awesome that time, right?!”

Twilight breathing heavily says, “Yes, Fluttershy, you did great. Now do you think we can put our clothes back on while I still have any dignity left?”

“But... “ Fluttershy lowers her head sadly to look at the ground.

The unicorn sighs exasperatingly. “What is it now?”

“Well my boobs aren't the only things that had me worrying,” the timid pegasus says as she lifts her double Ds to Twilight.

The unicorn's eyebrows furrow annoyingly. “You don't say?”

Fluttershy begins to take off her crotchless, white panties. “Promise you'll look and be honest if you see anything weird.”

“Alright, alright fine! Please, can we just get this over with!?”

“Oh great! She is afraid of her own tail!” Twilight thinks as she watches her friend.

But before she knows it, Fluttershy is shoving her rear into the unsuspecting mares face.

There is an awkward silence before Twilight speaks, “Soooo, what am I supposed to be looking at exactly?”

        “Oh sorry, one sec.” Fluttershy flips her tail out of the way, slapping Twilight across the face in the process, to reveal her marehood to her friend. “Tell me. Does is it look weird?!”

“Oooooh... and there it is... Looks great! Yup, totally normal! Feel free to remove that from my vicinity” Twilight says quickly, cringing at the sight before her with one eye still open looking at the pegasus's yellow lower lips.

        “ Ar-are you sure?”

        “Yes! Yes! Everything looks fine down there. Put it away, please!”

        “I hope you're not just saying that to spare my feelings,” Fluttershy says while moving to sit back down. “Um, do you think... it would be possible... Maybe I could see-”

        Twilight's eyes rise questioningly.

        “I guess what I am trying to say is if maybe if I saw another pony's... you know.”

         The purple mare sighs. “Fine”

        Twilight flips over though struggling a little in process, but manages to lay down with her breast pushed up against her. With Twilight's hands still tied behind her it pushed up her tail up to her back, this helps Fluttershy get a clear view the unicorn's lightly moist, purple lower lips.

        “Well... it does look rather similar. It's all soft and squishy looking,” the pegasus says curiously. She then raises her hands towards her friend's rear.

        “Yes, now can we get this over with while I can still pretend the never happened? Honestly, I never thought this was- AH! Hey, what are doing?!”

        Fluttershy made a firm grasp on Twilight's hindquarters, and spread apart the surprised unicorn's lips to reveal the moist, pink inside of her marehood. “Sorry, I've never gotten to see my own like this before.”

        “Well, fantastic! You've gotten see one up close, so you realize you're just every pony else. Yup! Lets put our clothes back on now, Fluttershy!”

        There was another awkward moment of silence.

        “Um... Fluttershy you still- Eep!!”

        Twilight suddenly has a carrot being shoved inside her marehood. “Did you just... “

        “Wow! So bigger stuff can fit...! I mean, I know how it works, but never really tried it myself.” The pegasus then pushes the carrot deeper into Twilight's ever increasing moist, warm cavity. Another shiver of pleasure shoots through Celestia's student making her moan and squirm in Fluttershy hands. “It's kinda neat to see it actually work.”

        “Look, Fluttershy, I'm not trying to stomp on your enthusiasm or anything, but I think sticking a carrot in somepony anywhere besides their own mouth officially goes beyond boundaries of friendship,” says Twilight sighing for the hundreth time that night.

        The pegasus ignoring her friend continues, “So stallions can fit their whole thingy and do stuff... “

        “Fluttershy! Hello?”

        As if off in her own world, Fluttershy moans while shivering getting off on her own words, “And... and... this what stallions see when they're putting it in you...”

        She pushes the carrot farther into Twilight making her let out a blissful groan while leaving her unable to speak.

        “You're at their complete mercy... “ Fluttershy moves in with her crotch until she is up against the carrot as if she was aiming, and then firmly grips her hands around Twilight's rear. “And they push against you, feeling how soft and moist you are around their... ”

        The pegasus then backs up some and then aggressively thrusts into the carrot making go deeper into Twilight's cavity. A 'Nnng!' sound leaves Twilight's mouth. “And then they... they... have their way with you and make you feel every inch their- their big- giant- Ah!-

        Fluttershy then leans on top Twilight and thrust into her over and over again making her friend deal with a growing warmth of pleasure inside her. As Fluttershy continues to create her sexual imagination. “Thrusting in and out over and over again! Slamming you so hard they bruise your little... delicate... flank.”

        “Flu-Fluttershy n-not so h-Ahh!”

        “And then, just when you think you can't anymore they fill you with their... their... ” Fluttershy's whole body stiffens as a massive built of pleasure flows throw her. Her hand up to her mouth biting into it. Her vaginal juice leaking from her marehood onto the floor with her wings also being extended farther than their normal length. “Meep!”

        Fluttershy then falls on top of Twilight, breathing heavily as her wings slowly go back down against her back.

        The unicorn, finally having enough of this nonsense (also being left unsatisfied), uses her magic to lift the pegasus off her while glaring at the pegasus. “You know Fluttershy this is not how friends treat each other. I thought I was here to help you, but instead you use me for some sexual thrill?!”

        Fluttershy turns around on the bed, and with some difficulty says “No, n-no! It's not like that. I was just curious an-and confused. P-please forgive me Twilight.” The pegasus is almost in tears.

        Twilight, unable to fight against the delicate and weak Fluttershy, says, “I-I... You know... Okay, I forgive you. But please promise not to do it again.”

        A soft smile grows on the pegasus's and then nods. She then looks up from the bed and spots the clock on her wall. A dreadful look replaces her smile as she realizes it's almost one.

        “Good now that we have settled we can- Hey!”

        Fluttershy grabs Twilight, pulls her out of her house, and slams door behind her. “Buck! That was close” The pegsus usual soft voice is no longer there, instead is replaced by a deep female voice as her face slowly changes into a changeling as she looks up to spot the real Fluttershy tied up on the ceiling. “Rainbow Dash will be arriving at any moment, and I will soon take advantage of her just as I did with Twilight!” She lets out an evil laugh that reverberates through the pegasus's house.

        Back outside, Twilight hollering goes unheard by the changeling inside, “HEY! What about my clothes... and my book!?”

        Soon enough, Dash comes flying down next the unicorn, looking over her curiously. “Oh, hey Twilight! I got this letter from Fluttershy earlier today and- what are you doing out here naked?”

        Twilight eyebrows furrow again. “Because friendship is carrots!”

        RD raises a brow. “What?”

        “I hope you like carrots.” Twilight says as she walks away leaving a very confused pegasus staring at her.

Lust Before You Sleep

The view outside one of Twilight's windows is where anypony could see the downpour of heavy rain that the pegasi had put together earlier that day. Every once and awhile, lightning strikes the ground causing an eerie glow across the sky, and thunder roars loud enough to shake houses. One can imagine, Rainbow Dash is ,sleeping comfortably at home, proud that she and the other pegasi had put together this symphony in sky. Besides flying, the aviators considered their weather coordination a type of art form. While some thought of it as more of an omen or disgraceful weather. Mainly the earth ponies and unicorns, because they were forced to clean up before... and afterwards. As for some, like Applejack and Rarity, were upset about the storm for whole other reason.

They were both outside at the beginning of the storms wrath, and, unfortunately, Twilight’s library was the closest place they could take shelter. Which wouldn’t have been that bad, if it weren’t for the fact that these two ponies were at each others throats all day. The purple unicorn, completely oblivious to this fact, tried to make the best of their situation by putting together games and other fun activities, but no matter what she did Applejack and Rarity would turn them into aggressive competitions between each other.

A pillow flies dead-aimed at Applejack’s head, but is quickly dodged as the farmer bends backwards while watching the pillow fly over her and barely touches the edge of her snout. She stands back up with a cocky smile while extending hand and waves her fingers towards the unicorn. “Is that all ya got... Princess Uptight?” She says with another pillow hidden behind her back.

The words hit Rarity like a buck in the teeth. Her eyes twitch as her face reddens with anger. She sucks in a big thing of air, as if she is ready to scream, but breathes out slowly. The red on the unicorn’s face slowly disappears. “No... my dear, Applejack, I have much more in store for you.” She looks at Applejack with a glint in her eye and sly smile across her face. Soon enough her horn glows a light blue aura and makes three pillows circles around the ‘ready to rumble’ Rarity.

The orange mare grins even more by this. “Finally! You’re stepping up yer game.”

“Oh! IT. IS. ON!” Rarity shouts.

Applejack then dashes towards the unicorn with her pillow ready to strike. Upon seeing this, Rarity sends the pillows flying at the speeding mare. As this happens, the two mares make eye contact and one can see the fire of determination to bet the other in this ultimate showdown. It is almost like the whole world slows down as they ready to attack each other. Two pillows are aimed at Applejack’s head above her in a V-formation, and the other is coming from below heading towards her waist.

The earth pony, being the limber mare that she is, flips onto one hand and pushes off it. Applejack then twirls like an orange tornado through the danger of colliding soft feathery bags. She lands swiftly on her hooves continues her charge at the unicorn.

Rarity’s eye widen in shock but she quickly recovers by turning the pillows on Applejack from behind, and sends the feathery assassins at her friend.

At this point, the farmer jumps up and is coming at Rarity in a forty-five degree angle, pillow extended, and deadlocked on the unicorn’s head. Applejack is right on top the unicorn and starts to swing at her. The feather assassins are about to make contact with their kill. Just as the farmer is going to hit the dressmaker.

“ENOUGH!!”

Applejack and the pillows are stopped in midair caused by a violet glow around them. The two competitors heads shift towards Twilight. Who is standing there in a beige shirt and smooth, pajama pants glaring at her friends with her arms crossed.

“Now I don’t understand what your two’s problem is... but I don't think murdering each other with pillows is part of sleep overs,” Twilight says pulling a brown, old book off her table, flipping through the pages, and stopping at one part to read it over. Rarity and Applejack roll their eyes, but are then startled a little when she slams the book shut. “Nope! Not a single word.”

The purple unicorn then sets the farmer and pillows down gently. Applejack then walks towards Twilight while rubbing the back of her head disgracefully. “I’m sorry, Twi. Ah uuh... just got carried away.”

Rarity bows her head in shame. “Me too, darling. I apologize as well.”

Twilight shakes her head and sighs. “No, it’s alright. I just think now would be a good time to go to bed.”

The two pillow gladiators nod in approval as the purple unicorn makes her way upstairs to her room. Her friends follow with a sense of animosity still filling the air. When they make it and start undressing into their own sleep clothes.

Rarity strips down down to her black lace underwear. Which includes bra, panties, and see through socks on her hooves.

Applejack, on the other hoof, is already in a small red shirt that fully shows the extension of her bust and some cleavage, and including her tight panties that match the color of her emerald eyes.

Rarity and Applejack lay down on a spare bed Twilight set up across from her own. Their only protection from the cold is a blue, cotton blanket they have to share. They exchange their curt pleasantries and get comfortable. Silence then fills Twilight’s tree house for the night, or so thought...

The unicorn’s leg comes out from under the blanket some, and she shivers from the cold crawling up her unveiled leg. Rarity then pulls the blanket over her. Which causes Applejack to be left uncovered. The orange mare lets out a complaining groan, and then grabs the blanket and pulls back to recover herself. They soon begin a tug of war back and forth each fighting for control for their one protection from the icy hand of the cold. This continues until...

    The blue blanket is thrown across the room.

    “But Appejack!!!” Rarity shouts as the blanket lands on the floor.

    “Listen Rarity, we can't seem to be able to share the blanket, so we might as well sleep without it,” Applejack states firmly as she sits up on her knees.

    Rarity leans on her right arm, brings here other to mouth, and says sadly, “No blanket? Applejack, darling, you can't be serious. What if I freeze overnight?” She rubs a hand against her cheek. “That can't possibly good for my complexion... “

    Applejack then jabs a finger at the unicorn. “Well maybe ya shoulda' thought of that before ya kept stealing the blanket, huh? Besides... “ While lifting a hand to herself pointing out her features to Rarity, Applejack begins in a matter of fact tone, “I've had my forty-winks in the barn in the middle of winter and look at me. I turned out just fine.”

    Rarity raises an eyebrow with and amusing look. “Why did you even need the blanket, since your such a tough-”

    The farmer shoves her nose into Rarity's face and glares at the unicorn. “That's not the point. Ya could've at least asked nicely for the blanket, since yer such a lady.

    Being defeated by Applejack's stare, Rarity leans away from the orange mare with a sad frown, and rubs her arm shamefully. “You're right, Applejack, I'm sorry. I'll just try to get some sleep.”

    The unicorn then lays down with her hands under her head as she closes her eyes. As she does so, Applejack keeps her firm look, until she sees her friend shivering and realizes that the dressmaker is wearing.

“Ah can understand her need for the blanket, being not used to the cold and all, but maybe if Ah just share my body heat with her, then hopefully that will make things right. Ah was acting just as... foalish anyway.” Applejack thinks.

    The farmer then lays down next to Rarity and pushes herself up against the dressmaker. Once her back touches Rarity, the unicorn's eye fly open in surprise. “What is she doing?”

    “Don't worry Rarity! I promise to keep mah muddy hooves and hands away from yer precious body.” Applejack says in joking tone.

    “Hmph!” Rarity flips away from her.

    “Dagnabbit Rarity! I'm tryin to be neighborly to make up for our little scruffle earlier, and you’re gonna treat it like...”

    She is silenced by Rarity moving a hand on top of Applejack's. Then unicorn sits up next to her friend and says sadly, “I-I'm sorry Applejack, it's just that... “ She turns her head away from the orange mare. “You know, running a business, spending time with my sister, keeping up proper appearances and mannerisms. All that stress builds up into frustration, and I let it all out on you. If I only had somepony to hold me in their arms at the end of each day, then maybe I wouldn't be so-”

    “Aw schucks, Rarity, Ah wouldn't worry about it if Ah were you. And yeah if ya actually added some play into yer work maybe you'd be less uptight, Ms. Fancy Pants,” Applejack says teasingly, trying lighten up the mood.

    Rarity sighs and gives the farmer an unamused look with a raised eyebrow. “Oh, how I envy the way you can take a heartfelt speech and reduce it into a nugget orchard of wit... “

The dressmaker's eyes widen and is unable to finish her sentence by Applejack leaning in and gently sliding her hand across the confused unicorn's face. Her kind smile and gentle look in her eyes show Rarity that she cared what stress her friend was under. “I'm sorry too, Rarity.”

Her hand moves farther back behind Rarity's head as Applejack then closes her eyes, and openly kisses her friend on the mouth. The unicorn's eyes widen even more in surprise as the farmer's warm, wet tongue moves into her mouth, but she soon relaxes into her friend's touch. They both moan as their wet tongues slide across each other, and waves of bliss and tranquility flow through them after each contact. As they did this, a growing warmth builds inside their lower regions just begging for their touch.

Applejack then slowly lowers her hand to Rarity's right shoulder, removes the bra strap from it, and slides it down her arm to reveal the unicorn's perky, white breast. The farmer soon removes herself from the kiss and does the same thing on the other-side while lifting hand to massage the already revealed soft, silky bust. A blissful shiver travels through the dressmaker when Applejack leans into her and starts to slide her tongue from Rarity’s shoulder down to her bosom. Rarity moans while breathing heavily as the farmer starts swirling her tongue around the soft mound’s pink nipple and lightly biting it some driving Rarity wild with bliss from the mild pain. All while the unicorn's mind is clouded with ecstasy, Applejack lowers her hands to the sides of the elegant dressmaker.

“HEY!”

Suddenly, Rarity is pushed roughly by Applejack making her fall onto the bed.

“That hurt a bit, Applejack, darling,” says the unicorn in a strained tone as she lifts herself onto her elbows.

“I’m sorry about that Rarity,” Applejack says with actual concern as start's to untie the front of her shirt. “Sometimes I don't know my own strength, but I promise I'll be making it up to you soon.”

The farmer pulls her top a part to expose her own pair of fairly large delicate mounds. They are not only bigger than Rarity's, but are even more perky than hers. She then slips the shirt of her and then leisurely slides her hands down to her waist. As the unicorn watched this, a building desire for the farmer increases drastically and she could even feel lower regions moisten by every movement the orange mare makes.

Once Applejack reaches her panties, she glides them off, and spreads her legs and arms out to off show her finely toned body to Rarity. “So whaddya think Miss. Priss? Not bad for a pony who work on a dirty, old farm, huh?” says Applejack

Rarity lust filled eyes travel down the orange mares body. Applejack’s strong physical features glow from the little light in the room.

“Oh my... “ is all Rarity could say as the farmer crawls on top her, pushes her own silky mounds against the unicorn’s. Applejack then gives her friend another soft, wet kiss making her moan before going down and kissing the white mare all along her body. While she did this, the farmer is sliding Rarity’s laced panties down her legs. Soon, the orange mare’s head is past the dress maker’s waist. She lifts the white mare's legs up in air, so she can nibble on the edge of Rarity's rear making her gasp sharply and pull off her black socks and panties revealing the mare's wet lower lips.

Applejack then lowers her herself with her tongue out down to Rarity's right butt cheek. The orange mare's warm mouth muscle tastes the clean, underside of the unicorn as she glides it toward her friend's moist marehood. Once she arrives, the salty nectar of cum covers Applejack's tongue while she starts to lick in between Rarity's vulva.

The unicorn's mind is spinning out of with control pleasure. And she could barely see that the orange mare has her flank in the air, but can feel her starting to glide her tongue in between Rarity's labia to her cavity. Where Applejack plunges her tongue deep inside. The spongy tongue rubs against Rarity's inner walls forcing the dressmaker's body stiffen with her aggressively grabbing onto the bed sheets, and she lets a groan escape her mouth.

Clearly, Applejack smiles from the way her friend tastes and reaction to this, but she, herself, has a burning desire in her marehood that pleas to be satisfied.

"What can Ah do so that we both can be pleased?" the farmer thinks, and then grins mentally as an idea pops into her head.

It isn't long until the earth pony places Rarity down on the bed, and spins her body around while licking the salty love juice off her face to where her own lower, moist lips were above the unicorn's half-lidded eyes. Applejack gasps sharply when the white mare discovers what her friend was implying, and start licking from top the farmer's clit down in between her vulva. The natural lube Applejack produces has a salty, apple taste, and Rarity, in effect to this, increases her lapping into the desirable, flavorful folds.

Due to Applejack's clouded blissful mind, it made if difficult for the earth pony to concentrate on her own meal, but she'll not be overtaken by some overly dramatic. So in return, the orange mare gives Rarity's bulb small strokes with her bristly tongue while taking two of her fingers from her left hand and slowly pushing them inside the marehood's cavity. A boiling furnace of pleasure builds inside the unicorn and causes her to slow down in her licks, and, to top it off, Applejack softly pushes her fingers inside Rarity's anus.

Twitching slightly from the pain and the unexpected visitor to her anus, Rarity releases a sharp gasp as her thoughts came to a blank slate of pleasure, until the orange mare removes her fingers with her tongue still lapping in the unicorn's wonderful, salty juices.

The dressmaker stops her actions completely with eyes shut as she tries to comprehend what just happened. Once she came to though still feeling pleasurable shivers caused by Applejack's mouth muscle, Rarity thinks,"Hmmmm, she is really good at that. At this point, she'll practically win me over, unless... " She looks up and raises her hands to spread the orange mare's cheeks a part to spot her friend's own butt entrance. The unicorn flinches in disgust at the sight. "Eww, I-I can't do it... " She stares at it a little longer, until a look of determination spreads across her face. "but I can't let her bet me at this"

Rarity lifts a finger with a distasteful look and then glides it towards her friends rear a bit harder than she should. As it makes contact...

Applejack yips while thrusting forward,"GAH!"

"Oops... " whimpers Rarity.

The orange looks at her friend with her eyebrows furrowed. "What the hay, Rarity!? I'm all for rough play, but warnin would be nice"

"Hey! Are you girls fight- oh my."

Applejack jumps slightly by this new voice, but calms when she sees it's just Twilight staring wide eyed them.

"You two were at war with each other earlier and now you're both doing... this?" The violet unicorn says while pointing at her friends.

The two pleasure craving ponies look blankly at each other and then back at Twilight.

"Yes," They say in-sync.

Twilight sighs and then uses her magic to get her book from downstairs. "Let's see what the book says."

Her friends role their eyes with each others moist cum still on their faces as their knowledgeable but obsessed friend flips through the pages for the second time that night. "Ah Ha!," Twilight says. "Here it is."

* * *

Rarity lays in between Applejack's legs as the farmer is lapping at Twilight marehood. Who is on her elbows at the white unicorns waist with her arms extending at the edge of the bed. The unicorn's face is turning red as Twilight is not doing her part in this sexual pyramid they had created, but instead is reading a book she just recently discovered.

"Oooh, these descriptions are quite... elaborate. Who knew we have that many words for that part of the body?" Twilight says intriguingly.

"For Celestia's sake! Do something Twilight!"