The Running of the Leaves was a major event in Ponyville; a fun race to help the leaves fall from the trees in time for the winter months. But someponies don’t see it this way and believe it’s a competition, and where there’s competition… rivalries are nurtured.

The rivalry between Applejack and Rainbow Dash has been mostly friendly at best but each time, they found themselves locked in a power struggle to be the best pony… though when Twilight became their alpha. They were forced to fight for second best pony and Beta of the herd, a position that no pony truly knows who holds it, it was either Zecora or Pinkie. But Applejack and Rainbow Dash refuse to let details such as that keep them from attaining their goals.

The Iron Pony competition that was held earlier had the same results as last year… a tie. This year, the race became more competitive as Zecora, Pinkie, and Gilda joined the race. Twilight was forced to compete again to keep her body strong for obvious reasons. Once again, the rules were simple: No magic, no flying, and no tricks.

“There is no way we’ll tie this time, I’m so going to beat you,” Rainbow Dash taunted, shooting a cocky glare at her rival.

“Yer are right about the first part, sugarcube. The second part… Ah think Twilight shoved it too deep in ya, scrambled your brain something fierce,” Applejack retorted, returning her friend’s look. “How’re you doing, Twi?”

Beside the two was their friend and alpha, stretching before the race. “I’m doing pretty good. I still remember my strategy from last year, so I should be set for this year. I may need it with Gilda racing with us.”

Next to Twilight was the griffoness, Gilda. She appeared just as cocky as Rainbow Dash, standing tall and awaiting the starting whistle. “At least Twilight knows that I’ll win this race.”

“Oh yeah, feather-brain? I could beat you blindfolded,” Rainbow sneered, smirking at the griffon.

“Is that so? Well then, let’s make this interesting…” Gilda started, walking over to the blue pegasus.

“I know! Whoever wins, gets Twilight right after the race. But what if Twilight wins? She did place fifth last year and she was buffed by Nightmare Moon for more pushin’ so she might actually win this. Maybe Twilight can make a clone of herself to have sex with if she wins? That would be pretty sexy to watch,” Pinkie exclaimed, popping out of nowhere between Gilda and Rainbow Dash.

“An interesting proposition and the best motivation,” Zecora said, joining the group.

“Twilight might as well get herself ready for me, I got this in the bag,” Gilda commented, shrugging with a big smile on her face.

“I’m right here, and I could still win,” Twilight remarked, poking Gilda in the side with her hoof, causing her feathered lover to chuckle.

“Yeah, and who says I’ll lose to YOU!” Rainbow Dash exclaimed, trying to get as close to Gilda’s face as possible without her wings, as they were tied around her midsection.

“Cause I’m better than you, and I’m going to prove it today,” Gilda said, smirking. Her own wings were tied around her body as well to keep her from flying, but it didn’t bother the griffon too much.

“This is going to be so much FUN, I can’t wait to leave you all in the dust then bring Twilight back to the library for victory sex! Then I’ll throw a ‘Nice-try-but Pinkie-gets-Twily’ party after my butt stops being sore,” Pinkie said, grinning obliviously.

“Your courage is admirable, but your victory is debatable. With me in this race, I suggest running in place. Speed was my game in my younger years, I’ll be sure to leave you in tears. With the exception to Twilight, as she’ll be busy with me all night,” Zecora said, sharing everypony’s competitive glare.

Twilight grumbled in her spot. “Don’t I get a say in this? I am competing against you all in the race as well,” she muttered.

“Everyone get to your marks,” said a race official from the side lines.

“DESTROY THEM ALL, MISTRESS!” Trixie yelled from the side lines. Next to her was Rarity, Fleur, Fluttershy and Chrysalis.

“It’s rude to yell, Trixie,” Rarity scolded, pulling the blue unicorn back with her magic.

“But Trixie was merely giving words of encouragement to Twilight,” Trixie said, pouting.

“Yes, but your voice can get grating when you yell like an idiot,” Chrysalis commented, rolling her eyes. “Besides, it’s easy to see who’ll win.”

“It’s Twilight of course,” Trixie interjected.

“Is it? Twilight can be powerful physically, but… unicorns were never known to be athletes,” Fleur said, concerned about her Alpha.

“It’s not Twilight,” Chrysalis grumbled.

“It doesn’t really matter who wins, right? As long as everypony has fun… right?” Fluttershy stammered, feeling snug in a large sweater Rarity made for her as her pregnancy began to show.

“Knowing those idiots, they’ll probably make ‘have sex with Twilight’ a prize,” Chrysalis said, levitating a large cup of soda to her mouth.

Trixie soon regretted not signing up for the race, especially if Chrysalis was right about the prize.

The racers prepared, with Twilight’s herd scattered among the front of the pack. A race official oversaw it, and with a whistle in his mouth, he blew as hard as he could, signalling the start of the Running of the Leaves.

The race began, with Twilight’s herd (minus Twilight herself) leading the pack at a breakneck pace.

The race had ended as quickly as it began, with Rainbow Dash and Applejack grumbling together as they both accepted the bronze medal. Gilda looked equally peeved as she was given the silver medal.

What surprised most ponies was who truly won the race. It was rather close and many believed she cheated with some odd magic, but after some tests, it was confirmed.

Zecora won the race.

Mayor Mare walked up to the zebra with a big smile and placed the gold medal around her neck. Despite Nightmare Moon’s perks, Twilight reacquired fifth place, and Pinkie ended up in tenth because she thought she saw a candy cane on the track and tried to eat it.

Zecora strode confidently towards her true prize, her Alpha. “Though I am the victor, you are still my owner. The choice I must implore, my place or yours?”

Twilight rolled her eyes, chuckling internally. “Well… I guess-”

“NOT so fast!” Rainbow Dash cried, flying to get between Zecora and Twilight. “We still haven’t decided who’s the best.”

“The game was played, my skills displayed. The best pony has been known, you fillies have yet grown,” Zecora scolded, annoyed that the speedster had gotten between her and Twilight.

“Yeah, yeah, whatever. I’m not talking about that, I’m talking about me and AJ,” Rainbow Dash retorted. “We have a tie that needs to be broken, and you are going to help us, Twi.”

“What?” Twilight cried, glaring at the blue pegasus. “It’s bad enough that you girls turned me into a prize, but now I have to judge your stupid contest?”

“Sounds like fun, what’s Twilight doing with who?” Pinkie asked, hopping over the group, with Applejack and Gilda close by.

“Do you really need to show the world your red ass, Rainbow? We already know you’re butt-hurt,” Gilda muttered.

Rainbow gave her griffon friend a confused look before checking her rump. She scowled when Gilda began chuckling. “Ha ha, Gilda. Look, this is serious!”

Applejack shook her head, annoyed by her rainbow-maned friend’s attitude. “We can settle this later, Dash. I’m sure we’re-”

“What are ya, Chicken?” Rainbow Dash taunted, causing the apple farmer to shoot the pegasus a death glare.

“Are you calling ME a chicken?” Applejack asked, going head to head with the cyan pegasus.

“That depends, are you going to walk away without knowing who’s the best?” Rainbow Dash said, flashing a cocky smile.

The others, minus Pinkie, groaned in annoyance while Rainbow and Applejack’s rivalry began to burn once more.

“Look, we all know that Zecora beat us all far and square and I wiped the floor with the rest of you. You are both equally lame compared to me, Zecora… and Twilight,” Gilda said, crossing her arms in frustration.

“Uh, thanks?” Twilight added, unsure if Gilda was just being nice or genuine.

Zecora calmed herself down and turned to her mate. “Shall we go, Twilight? Their rivalry is not our plight. Let us retire to your place, I’ll cook and you’ll reach third base.”

“Wow, you know Baseball analogies, Zecora?” Pinkie asked, giving the zebra a big smile.

"How about this, we take this to one of your barns and we settle this, once and for all,” Rainbow Dash suggested.

“Why my barns?” Applejack complained.

“Because it’s easiest to get there without anypony knowing, Twilight will judge who is the best between us. No crying when the obvious happens. Deal?” Rainbow Dash offered, raising her fore-hoof up to the apple farmer.

Zecora can be called to be a patient zebra, but with the thought of mating with her alpha becoming more and more delayed became more taxing on her mind. “This task is beneath you, let us bid them-”

“You’re on!” Applejack said, shaking hooves with the cyan mare.

Zecora began muttering curses in her language while Gilda shook her head. “Whatever, you three go ahead and be morons, I’m going to go find food then take a nap, later dweebs. See ya Twilight, Zecora.” With that, Gilda took flight and went back to the library.

“I’d love to see how this ends, but I promised the Cakes that I’d be home to help with the twins, bye bye!” Pinkie exclaimed, hopping away.

“My my, what has gotten the zebra aggravated?” Chrysalis asked. walking over to the group.

Zecora didn’t answer, instead Twilight spoke for her. “Evidently, I became a prize for the race and Zecora won. But Rainbow and Applejack still want to prove who’s the best. Where are the others?”

“Rarity wanted to catch up on her beauty sleep, Trixie fainted when you got fifth so Spike started dragging her home, and Fleur took Fluttershy home. And the griffon and the freak took off?” Chrysalis asked.

“Gilda and Pinkie, and yes,” Twilight scolded, giving the changeling a annoyed glare from the corner of her eye.

“So what are you going to do?” Chrysalis asked.

“I’m going to let them deal with it, I’m going home,” Twilight stated, turning to leave.

“No you don’t, we need a judge,” Rainbow said, stopping the unicorn from leaving.

A sinister grin spread on Chrysalis’ lips. “If Twilight is judging, why not have her judge how good you two are at sex?”

Both Zecora and Twilight were fuming at the suggestion, Applejack was blushing, but Rainbow began to smile. “Yeah, that’s the perfect competition. It’ll test our strength, our endurance, our skill. But now we need to figure out what events…”

“Simple: Skill, Strength, Endurance; Oral, Vaginal, Anal. How fast you can make Twilight cum with your mouth, how long can you prolong Twilight’s orgasm with your cunts, and how long YOU can last with Twilight ravaging your rectums,” Chrysalis explained. “Of course, our zebra friend will have a potion to make the third round more entertaining.” She gave the zebra a wink, causing her to look confused before a smile graced the shaman’s face.

“There is something I must get, a potion that will make you all sweat. I’ll find you soon enough, my vengeance will be rough,” Zecora said, grinning maliciously as she left.

“I don’t like the sounds of that,” Twilight muttered.

“I do, good luck girls. You’ll both need it for that final round,” Chrysalis laughed, leaving the three mares alone.

“What are we waiting for? Let’s go!” Rainbow Dash exclaimed, lifting Twilight off the ground as she carried her to the first barn she saw, with Applejack running behind her.

Twilight was not amused, it was bad enough she was ushered to judge Applejack and Rainbow Dash’s contest, it’s another to be bound to a wooden board with her legs spread, her penis on display for anypony that were to walk into the barn. “Are the ropes necessary?”

“Sorry sugarcube, we can’t have you cheating with your hooves or magic. Speaking of which,” Applejack said, as Rainbow secured the dampener to Twilight’s horn. Twilight flinched as she felt herself cut off from her magic, becoming more annoyed with her situation.

“Why are you worried about me cheating?” Twilight asked.

“Because you could be picking favorites,” Rainbow retorted. “Alright, first event: Oral Test, who goes first?”

“I’ll go first, my barn after all,” Applejack quipped.

“My idea though,” Dash shot back.

“It was Chrysalis’ idea.”

“It was MY idea to do this competition, Chrysalis just gave us something to work with, and I don’t want to suck something that’s been in YOUR mouth.”

“You’re okay with sucking Twilight’s cock after it’s been inside who knows what hole belonging to what pony and the thing that turns you off is my spit?”

“GIRLS!” Bot Applejack and Rainbow turned to the aggravated unicorn. “Look, let’s just get this over with. And seeing as I’m soft at the moment; why don’t you both warm me up, then you can choose who goes first, that way it’s more fair. Besides, whoever is first already has the disadvantage because after an orgasm, the penis is more sensitive so the win would practically to go whoever goes second,” Twilight explained, clearly angered by her current situation. It didn’t help that her hooves were starting to fall asleep in their bindings.

“Oh, really?” Rainbow Dash uttered.

“You heard her. You take right, I’ll take left,” Applejack ordered. The two mares walked up to the bound mare and began licking and nuzzling along their respective side, causing Twilight to flinch from the sudden contact. The purple member growing form the oral stimulation the mares were providing.

Rainbow captured the flared tip in her mouth while AJ took the long girth, sucking parts of it’s flesh while her blue friend suckled the cumslit of the penis. Twilight watched this from her vantage point, gasping slightly from the attention.

“H-hold on,” Twilight said, causing both mares to stop. “I think that’s enough for your contest, who’s first?”

“I am,” Rainbow Dash cried out, she emphasized this by trying to take Twilight’s entire member down her throat. Applejack backed away in awe, watching her rival take Twilight’s growing member down her throat.

“C-careful R-rainbow,” Twilight stuttered, trying to keep her squeaking to a minimum.

Rainbow barely heard the purple mare and kept bobbing her head at a frantic pace, determined to get Twilight off quickly. Her hoof slid up behind the unicorn’s shaft and rubbed her pussy, causing her to gasp loudly. The pegasus smiled to herself, “I got this in the bag,” she thought.

Applejack watched as her friend released the purple cock from her mouth and gave the tip a few long licks before driving it back into her throat, a noticeable bulge appearing in Dash’s neck. The farmer’s hoof drifted down to her own wet pussy and began rubbing, eagerly awaiting her turn.

Frustrated by how the unicorn is holding back, Rainbow began moving faster, doing her best to ignore her gag reflex as she bobbed her head deeper on Twilight’s dick. She felt her alpha twitching like crazy in her mouth and pulled the member out, only to be showered in unicorn cum. Her hoof became soaked from Twilight’s rare female orgasm, licking the juices off the fur. The scene itself made the scholar hard once again.

“Beat that,” Rainbow taunted, scrapping Twilight’s cum off her fur to lick it.

“Oh I will,” Applejack muttered angrily. She stepped forward towards the bound unicorn. She took the purple cock into her mouth aggressively, her tongue rubbing against Twilight’s dick as much as possible.

Whatever oral skill Applejack had during their first encounter seemed to have vanished as the cowpony took to Twilight’s dick. While the purple mare did like having her cock in the warm confines of somepony else, it felt awkward with the way Applejack did it. ALl she could tell is that Applejack was riled up and is taking things too fast and too sloppily for the judge to enjoy her pleasure.

The only thing that may save Applejack from losing this challenge was the increased sensitivity Twilight felt, forcing her to feel every centimeter of Applejack’s tongue and each tooth that scraped gently across her flesh.

Rainbow watched Twilight squirm in her bindings, fearing that Applejack might beat her in this event. She now cursed under her breath, blushing as her best friend blew her mate.

The cowpony was relentless, taking the purple member as deep as it can go in her mouth, her tongue trying to stroke it as it left before being pinned underneath it’s girth when it enters her throat. She gave Twilight quick glances to see her struggling to contain herself from the pleasure, smiling mentally as she had this round in the bag.

A minute of clumsy oral skills and Twilight came in Applejack’s mouth. Only a few spurts entered Applejack’s mouth, causing her to question the weakened output. “What the hey?” she asked, only to be hit in the forehead by a single white blob from the purple mare’s dick.

“Sorry, AJ,” Twilight uttered with an apologetic smile.

Rainbow Dash however was laughing her rump off. “Guess I’m the one who gives the best head, right AJ? Hahaha, You were all ‘blrblrglrg’ and Twilight was going in and out of ‘AJ, what are you doing… this isn’t sexy at all’ and ‘ohh, uhh, errmmm’. It took you forever to get her off and for THAT,” she mused, continuing her laughing.

“Shut your pie-hole, we still got two events. And I KNOW I’ll get the next one,” Applejack declared.

“And why, heh, is that?”

A few moments later of rearranging and Twilight was now placed on the floor, still tied to the board but with her dick pointing higher than her horn. Applejack and Rainbow Dash towered above the unicorn as they smirked to each other, Rainbow was smirking because of Applejack's sudden loss of oral skills. “If it makes you feel better AJ, the last time you gave me oral… it was really good.”

“Thanks Twi, but I ain’t worried about that now,” Applejack said, giving her friend a soft smile before turning back to Rainbow Dash. “You wanna go first?”

“I’ll go first, and show you how it’s done,” Rainbow taunted. She flapped her wings to hover above Twilight, her pussy just a mere inch away from the wet cock. “Vag event, right… whoever get’s Twilight off the quickest with their pussy wins, right?”

“No, it’s how long we can make Twilight squirm before she blows inside us,” Applejack corrected.

“Whatever, I’ll still win,” Rainbow mocked, forcing her wings to her sides before dropping hard onto Twilight’s pelvis. A jolt of pain and pleasure ran up her spine as she came immediately, her marehood working hard to get their purple friend to cum. “Ow,” Rainbow whimpered quietly.

“You could say that again,” Twilight muttered, wincing from the sudden weight on her body. She could feel the pegasus’ muscles tighten around her dick, attempting to get any life-giving fluid she would unleash.

“Did ya beat that ten-second record of yours already, RD?” Applejack jeered, snickering to herself.

“You are so lucky I got Twilight’s dick in me and that she’s tied to the floor or I would beat you down so good you’ll forget what an apple is,” Rainbow threatened. She inhaled a breath before moving and grinding on Twilight’s crotch, causing the unicorn below her to groan pleasurably.

Twilight felt Rainbow’s muscles relax, giving her relief after the painful entry. But as Rainbow began to ride her dick, it wouldn’t be long until she fill the pegasus’ womb with dormant seed.

Rainbow felt her own orgasm coming and began pumping her body along the lavender length more, desperate for her own release. She nearly forgot about the competition as her pussy constricted Twilight once again, screaming as her orgasm rocked her body.

The lilac mare flinched as Rainbow’s muscles tightened again, once again trying to milk the her for her seed. Unfortunately for the speedster, Twilight wasn’t able to hold back. Her cock began unleashing volley after volley of cum directly into Rainbow’s womb. Rainbow’s eyes went wide when she felt being filled by the unicorn spunk. “Twilight, why did you cum?”

“Too… much… stimuli…” Twilight gasped, attempting to catch her breath.

Applejack walked over to Rainbow Dash and put a hoof on the pegasus’ back. “My turn, sugarcube. Let me show ya how it’s done.”

“Twilight came like three times now, what makes you think you can beat me now?” Rainbow yelled, weakly rising off the purple member. Despite the constant work out, the purple member remained hard.

“If there is anything we apples are good at, other than farming, it’s riding. Watch and learn.” With that said, Applejack moved over the hard purple dick and slowly lowered herself down. She may not be as experienced at sex as Rainbow Dash, but she knows how to work her muscles, and after she accidentally snapped a plastic dildo in half with her pussy, she REALLY learned how to not do that in the case she found a stallion.

Applejack cooed in delight as the unicorn’s other horn entered her, slowly lowering her rump down and quickly getting herself attuned with the magic staff inside her. The moment she had sat down completely on Twilight, she smiled and flexed her vaginal muscles, instantly turning Twilight into jelly with a hard on in her hooves.

    Twilight couldn’t believe how welcoming or pleasurable Applejack’s pussy was, it squeezed her gently but also firmly. She felt her dick get harder inside the mare’s folds as she bucked her hips forward, trying to get as much of the cowpony’s pussy as she could.

Applejack smirked as she rode Twilight, lightly bouncing on her rod, letting those purple hips move her while her pussy kept the purple mare coming for more. She felt Twilight tense up to unleash her seed once again and saw her opportunity. Her pussy clamped down on the invading member, forcing Twilight to whimper. “Applejack… too tight.”

“That’s the point, sugarcube… I’m going to ride your bad boy until I think you’re ready to cum,” Applejack cooed evilly. Twilight tried to protest but was forced into a kiss by the orange pony, thrusting her hips into her earth pony friend harder, trying desperately to cum.

Rainbow watched in awe, feeling uneasy as Applejack continued to show ‘how it’s done’ by denying Twilight every ejaculation that was meant to enter the cowpony. The scene kept her from noticing Zecora entering the barn. “Having fun with my prize, I see. I wouldn’t have found you if you didn’t sound like a banshee.”

“It’s… it’s still one point for me, and none for Applejack, I can recover from this… did you get it?” Rainbow asked, trying to peel her eyes away from Applejack’s rough ride.

“Yes, the potion is ready for your contest, Rainbow Dash. After one sip, it’ll be your ass she’ll smash,” Zecora said, giving the mating mares her full attention now. “That mare’s strengths are clearly shown. Shame the potion will make her moan.”

“Apple...jack…” Twilight grimaced, denied another orgasm as Applejack experienced her third.

“Don’t worry, we’re almost done sugarcube, just a little more,” Applejack moaned, grinding her hips against the mattered purple crotch.

“I suggest you watch yourself, Applejack. This may lead to some draw back,” Zecora warned, her hoof inched closer to her leaking honeypot, attempting to contain her own lust.

“I… know what I’m… doING!,” Applejack cried, as another orgasm raged through her body. Her pussy muscles loosened just a bit, but it was enough for Twilight to finally cum. With all her seed pent up from the cowpony’s teasing, she quickly found her belly bloating slightly from the amount the unicorn let out.

Twilight let out a happy sigh as her entire body relaxed in her bindings, happy that she had finally came. Applejack was trying to catch her breath from her womb being filled by so much of her friend’s seed. As she stood up on shaky limbs, Twilight’s limp penis slid out and with it came a large mixture of the farmer’s pussy juice and the scholar’s spunk, visibly causing Applejack's belly to shrink a little bit. “Whoa, nelly… was that the draw back you were talking about?”

Zecora only chuckled. “No, my good farm-mare. The potion is your scare,” she said, walking over to the bound unicorn and uncorking the bottle with her lips. As she force fed the liquid into the fallen mare she gave a sadistic glare to the two other mares. “You sought to steal my prize, now you see anal demise. ‘The final challenge is to endure Twilight’s lust,’ as Chrysalis proclaimed. This is the strongest I’ve made, all to ensure you are both tamed.”

Zecora took a few steps back as Twilight's eyes became pinpricks. Her dick became hard in seconds, the bindings around her limbs were destroyed, and a burst of magic disintegrated the dampener.

Applejack and Rainbow both took in a deep breath as they watched Twilight get up slowly. “Maybe this wasn’t such a good idea…”

“Yea… maybe we can figure out who the winner is… in another way,” Rainbow uttered, backing away. Twilight was now on all fours, a look that reminded the girls of Twilight’s ‘doll’ incident was now plastered on her face.

Rainbow made the mistake of trying to fly away only to be forced to the ground by the magician’s magic. Twilight didn’t let the pegasus recover from the sudden fall, as she forced her entire girth into the fallen speedster’s rectum.

Rainbow Dash let out a eardrum killing scream as the purple invader began to pump itself in and out of her in a feverish pace. She felt her anus on fire from the ravaging mare’s thrusts.

Applejack only watched in horror as Twilight mounted Rainbow Dash with unbelievable power, each thrust caused the pegasus to gasp in both pain and lust. “Come on, Rainbow… if you didn’t want this, you shouldn’t have asked for it,” the purple mare cackled, the crashing of her hips against Rainbow’s rear caused it to turn red rather quickly. “Don’t worry AJ… I’ll get to you when I’m finished with her.” Applejack could only swallow a breath and shake in fear as she sat, paralyzed at the sight.

“Having trouble Rainbow? Maybe this can help,” Twilight teased, as her horn gave off a dark shade of pink.

Rainbow wasn’t sure what the lust-driven unicorn meant until she felt the member inside her grow in girth and length. “Wait a minute, what are you doing?” Rainbow asked, her anus felt more full than she ever dared possible.

“Just making things better for you, Dashie,” Twilight cooed, hammering her hips once again, ensuring that Rainbow felt every new inch of the cock as it slammed all the way in her, each thrust was punctuated with a scream from the speedster.

    Both Applejack and Zecora watched with jaws slacked when they saw what looked to be a meaty pole that was bigger than Big Mac’s legs in girth leave Rainbow’s rear and get slammed back in. “How is… that’s too big,” Applejack muttered.

“I fear I have been mistaken, and my sensibility reawakened. That beast of a pony’s dick would break us, we may need to flee before we’re in true distress,” Zecora said. She and AJ slowly moved away from Twilight and Rainbow and towards to the barn doors. But it shut on them and refused to open for them.

“Oh no, you girls just sit while I finish with her,” Twilight chuckled, continuing to ravage the poor pegasus’ rectum. All around the two, there was a large clear puddle that surrounded them, Rainbow Dash had stopped screaming and laid in the puddle. The purple mare grunted a bit and pulled herself out, a pool of cum flooded out of Rainbow’s ass as Twilight let her cock shoot a few more ropes of semen onto the pegasus’ back, rump, wings, and mane. “Oh, Applejack.”

Applejack backed into the wall as Twilight approached her. “N-now Twilight, think about what you’re doing. You know I was only playing earlier, and this was Chrysalis’ idea,” she uttered.

“I know all that already, but you’re still apart of your stupid competition,” Twilight said seductively. she lunged by Applejack managed to dodge until her back was backed up to a crate. “Why are you struggling? You did agree to this.”

“Starting to have second thoughts,” AJ said, she tried to escape the next lunge but Twilight not only caught her with a dark pink aura, but had flipped the cowpony onto her belly, lying on the crate she was just leaning on.

“I’m sorry AJ, I can’t promise I’ll be gentle… considering the discomfort you caused me earlier,” Twilight teased, as she rammed her dick hard into Applejack’s ass.

Applejack’s reaction mirrored Rainbow’s from a few moments ago, her voice resonated out of the barn and through the orchard. All of which was music to the lust-driven unicorn.

The massive dick mercilessly plowed through the cowpony’s rectum, her muscles clenched but were unable to stop the invading member. She can feel it rearrange her insides to Twilight’s will, as the unicorn above her kept her movements.

Thanks to the farmer’s well-toned rump and strong muscles, Twilight thoroughly enjoyed claiming Applejack again. Her hips slapped hard against the orange butt, her hooves gripped her mate’s midsection harder as she fucked the mare below.

Zecora watched the scene in both horror and intrigue as Applejack slowly began to lose her voice while Twilight kept nailing her from behind. The crate beneath the cowpony began damp from her pussy leaking it’s fluids and Twilight’s cum from earlier. While her mind wanted her to escape and wait for Twilight’s lust to fade and come back for her prize later, but her body felt jealous of Rainbow and Applejack as her tailed pinned itself onto the shaman’s back.

“Oh Applejack, Rainbow Dash might be tighter, but your ass feels so much better. I should fuck your cute ass more, maybe I should make it daily, don’t ya think?” Twilight mused, continuing to slam her meat deep into her mare. “Maybe I should fuck your pussy with my enlarged dick? Make myself fertile again and PUMP you with so much cum, that you’ll be birthing foals for weeks. I’m sure Granny Smith would love that, and so would you, my little broodmare.”

Applejack barely responded to her alpha, but mumbled with her tongue lolling out of her mouth, unable to register Twilight’s words in her mind due to the mare fucking her ass with little remorse. Applejack flinched and let out a voiceless moan when she came again.

Twilight felt her dick tense up and her thrusts became faster, feeling her next orgasm coming. She made one last thrust into Applejack and unleashed another load into the bowels of the cowpony. The unicorn made a happy sigh as she pulled herself out of the semi-conscious earth pony and turned to the zebra. “Clean me, now.”

Heeding her alpha’s call, Zecora ran over and immediately wrapped her lips around Twilight’s cock, tasting the unicorn’s cum and the juices of the other mares on it’s flesh. Zecora dutifully licked and suckled the rod until only her saliva remained on the dick.

“Good, now bend over.”

Twilight awoke, her body felt incredibly sore, the air touching her groin caused pin to race up her spine. She slowly got up and flinched from the sudden migraine that suddenly struck her hard. “Uhh, what happened-” She was interrupted by a series of low groans that surrounded her.

It took Twilight a second but she finally noticed Applejack, Rainbow Dash, and Zecora lying in a pool of sperm and mare juices, their rumps were bright red and both their pussies and anuses were still leaking cum, their fur was matted with sweat and possibly Twilight’s seed. “Oh dear.” Twilight also noticed that she was wearing Applejack’s cum-stains hat.

Zecora was the first to attempt to get up from last night’s activities, her mane wasn’t in a mohawk, but more in the style it was in during her last Nightmare Night. “Last night… was my biggest fault. Forgive me, for encouraging your assault.”

“As long as no one was badly hurt, Zecora,” Twilight said, stroking Zecora’s mane delicately, causing the zebra to relax. “Sorry I… got carried away.”

“The potion was meant to make me feel stronger, it’s purpose was to help you conquer. Your three mares will not forget, that this was or greatest ordeal yet,” Zecora murmured, lying her head on Twilight’s lap.

“Hey Applejack?” Rainbow Dash muttered, lying on her side.

“Yeah, Dash?” Applejack replied.

“I think we should get Chrysalis back.”

Zecora let out a weak chuckle while Twilight rolled her eyes playfully as her other hoof went to rub Rainbow’s belly and her magic went to massage Applejack’s back. “That is the smartest thing you’ve said in a while, Dash,” the cowpony replied.