Rainbow fidgeted on the bale of hay, sitting at the outside table next to Twilight. She picked at her order of fries, but wasn’t particularly hungry. She glanced up over and over again, watching the roads around the café, tapping her hoof on the ground rapidly.

Twilight smiled at Rainbow kindly. “Relax, Dashie. Applejack still has a few minutes before she’s supposed to be here.”

“Uh huh.” She glanced back down the road and then looked at her pile of fries, moving them around the plate idly.

“Hey.” Twilight rested her hoof on Rainbow’s and offered a comforting smile. “You alright?”

Rainbow returned the smile weakly. “Yeah, I’m okay. Just a little nervous, I guess.”

Stroking the soft hairs of her lover’s hoof, Twilight said, “It’ll be fine, don’t worry. Applejack might say no, but that’s all that would happen; she isn’t the type of pony to let something like this come between friends.”

“It’s not really that,” Rainbow mumbled uneasily. “I know AJ’ll be cool about it, it’s just actually asking. What’re we gonna say? It’s just so—”

“Well, howdy, y’all!” Applejack threw herself onto the third hay bale and tipped back her Stetson. “Ain’t runnin’ late, am I?”

“Good afternoon, Applejack!” Twilight beamed brightly at the mare. “You’re right on time. You want anything to eat?”

“S’pose I could go for a bite. What’cha got there, Dash, fries?”

Rainbow smirked and slid the plate closer to her friend.

“You feelin’ alright?” Applejack teased. “I ain’t ever seen ya pass up a plate of food.” Rainbow shrugged as the farm pony scooped a large helping off the plate. She turned back to Twilight. “So what’s this all about anyway? Not that I don’t love seein’ ya or nothin’, but ya seemed awful excited ‘bout somethin’ when ya came by this mornin’.”

“Well,” Twilight began, sitting up straight. “Rainbow and I have a proposition for you.”

Applejack swallowed her mouthful of fries. “Oh yeah? What sorta proposition?”

“See, we were wondering if—”

“It’s totally cool if you say no,” Rainbow interjected brightly.

“Yes,” Twilight agreed, “it’s entirely up to you, but we’ve been talking about—”

“No pressure, if you think it’s weird or something.” Rainbow’s wide smile looked slightly pained.

Clearing her throat, Twilight cast a brief and irritated look at her marefriend. “Right. Anyway, Rainbow and I wanted to know if you had any interest—”

“—And it’s cool if you don’t.”

“—If you had any interest in participating in a private and experimental arrangement.” Twilight breathed out in relief, happy to have finished her thought.

“But you don’t have to,” Rainbow tacked on.

Applejack’s eyebrows slowly rose almost all the way to the underside of her hat as the two talked. “What sorta arrangement? What’s goin’ on? Y’all’re actin’ funny.”

Twilight glared at Rainbow for a lingering moment and the pegasus shrunk back, grinning sheepishly. Twilight took a deep breath and turned back to the farmer. “Rainbow Dash has expressed the desire to engage in sexual activities with an additional pony and we wanted to ask you to be that third, if you are interested.”

Applejack glanced briefly at Rainbow, watching the mare turn red and pointedly look at her own hooves, before turning back to Twilight, who closed her eyes and fell into a matter-of-fact, almost lecturing tone. “The arrangement would be one that you’re comfortable with, of course. If you’re receptive, we propose trying it out once to see how it goes for everypony. If it goes well, we could discuss setting up a semi-regular schedule of sessions. You’re welcome to set anything off-limits if there’s something that would make you uncomfortable but you would be otherwise interested.”

Rainbow watched Twilight talk, her jaw slowly falling open in bewilderment and wonder regarding her marefriend’s almost careless ease.

Twilight opened her eyes and nodded once. “So that’s why we asked to meet with you. If you have any questions about things, or if—”

“Yeah, alright,” Applejack answered simply.

Rainbow started and turned to Applejack. “Really?”

The farmer shrugged, stuffing another hoofful of fries into her mouth. She chewed them slowly and swallowed before continuing. “I ain’t shy, RD. A good roll in the hay’s a mighty nice way to spend an evenin’.” She smirked playfully and turned to Twilight. “And I can’t say I ever had a pair a’ fillies at the same time, but it sure don’t sound bad to me. ‘Specially not with a couple’a good lookin’ ones like y’all. I’d be lyin’ if’n I said I hadn’t thought about wrappin’ my hooves around either one of ya.”

Rainbow’s face darkened as she stared wide-eyed at Applejack, her throat bobbing uselessly.

“We’re all friends,” the earth pony reasoned casually. “I trust ya both with my life; can’t see why I can’t trust ya with a bit more friendliness.” She finished off the plate and sat back, tipping her hat down low. “An’ I reckon it’s been a bit of a dry spell for me, these last few months. I been busy on the farm, so I ain’t really been lookin’ for somethin’ serious, but I still got my needs. Meetin’ ‘em with a hot set a ponies like y’all? Well, that sounds mighty fine to me.”

Rainbow turned her bewildered gaze to Twilight, who beamed brightly and clapped her hooves together. “Wonderful! Oh, that was much easier than it could have been. What day would work well for you to try this out and see how it goes?”

“Y’all got anything goin’ on now?” the cowpony asked. Rainbow started again and looked back at Applejack. “Might wanna shut that jaw of yours, Dash; you’re gonna start catchin’ flies.”

“Now?” Rainbow squeaked.

“I didn’t rightly know how long y’all would need me for this here meetin’, so I got all my chores done first and cleaned up before comin’ out to see ya.” She winked at the dumbstruck pegasus. “Now I’m really glad I did both of them things; I got the night free an’ I ain’t got the day’s stink on me no more.”

“We’re free,” Twilight answered, drawing another surprised flinch from her marefriend. “Oh, I’m so glad we got Spike’s room set up for him yesterday. This is going to be so interesting! C’mon, let’s go!”

Twilight stood from the hay bale and dropped a stack of bits on the table to pay their bill. Applejack hopped up to follow and they headed back towards the library. Rainbow sat stock still for a few moments, staring after them. The shock was wearing off finally and she started to come to terms with what just happened. She, Rainbow Dash, was about to go back to her marefriend’s home and have sex with two ponies at once. Two very willing and rather excited ponies. She drew her eyes back into focus and watched Applejack’s hips swing as she walked alongside Twilight; two lovely rumps right next to each other, one well-muscled and the other soft and rounded. Suddenly Rainbow really wanted to slap both of them.

“Hey, wait up!” Rainbow called, leaping into the air and flying after the pair of smoking hot mares. She grinned hugely and gushed to herself, “This is gonna be soooo awesome!”

Twilight sat down on the edge of her bed, looking to Applejack as she and Rainbow Dash climbed up the loft steps. “So before we get started, is there anything you’re uncomfortable with? This should be fun for everypony and I don’t want you to have a bad time.”

Sauntering slowly to the bedside dresser, Applejack answered breezily, “Oh, I’d reckon I’m pretty open. I ain’t got anything that bugs me, I don’t think. I like what I like, an’ if somepony starts in on somethin’ I don’t much like, I can just say so.” She lifted off her Stetson and set it on the dresser before pulling the hair ties from her mane and tail and fluffing them out. When she turned to Rainbow, her face was framed by flowing blonde, making her smile even sultrier. The pegasus felt her mouth run dry. “But this here is y’alls rodeo; I’m just the guest. I’m game for whatever you’re up for.” Watching Rainbow, she practically strutted to the bed and sat down next to Twilight.

Rainbow swallowed thickly, frozen in place by the staircase. Her pulse was hammering and she felt more like a school filly than she had in years. Damn, AJ was hot, and damn, did she look good right next to Twilight. ‘This was a great idea,’ she thought. ‘Glad I thought of it.’ Rainbow smiled and hurried to the bed, sitting down and sandwiching Applejack between her and Twilight. “So…” she murmured, “what now?”

Twilight leaned her chest into Applejack’s shoulder and slid her hoof behind the farmer’s back, pressing against Rainbow’s wing, causing it to unfurl so she could brush across each feather. “I guess we just get started.” She nuzzled Applejack’s neck, brushing the mare’s loose mane out of the way and planting kisses from shoulder to jawline.

Applejack turned her head, presenting her neck to Twilight and catching Rainbow’s gaze. She smiled at the pegasus. “Ya wanna kiss me, sugar?”

Rainbow obliged, tentatively leaning in to meet her friend’s lips. She kissed Applejack, spreading her extended wing over the earth pony’s shoulders. Twilight, even at her most dominant and aggressive, had a gentle and soft quality to her. Applejack felt strong and solid against Rainbow; alluringly rough and tumble. Rainbow deepened the kiss, pressing into the mare and raising a hoof to stroke Applejack’s chest.

Applejack leaned into Rainbow’s mouth while sliding a leg down Twilight’s back in long strokes. The kiss became a duel of tongues and Rainbow was happy to put up a fight. Twilight’s hoof settled over her own on Applejack’s chest and the unicorn lifted her head to nibble the farmer’s ear.

Applejack broke the kiss with Rainbow, grinning and turning to catch Twilight’s lips. Rainbow darted into the mare’s neck, nipping and sucking. She ran her feathers gently across Applejack’s back.

Applejack pulled back from Twilight with a surprised guffaw. “Ah, that tickles, Dash!”

Chuckling, Rainbow said, “Sorry.” She moved her wing away and slid her hoof down Applejack’s chest, pressing in and rubbing the cowpony’s muscled belly forcefully. “This more your speed?” she purred into Applejack’s neck.

Twilight nipped just below the cowpony’s jaw and started rubbing her thigh. Applejack leaned her head back and closed her eyes, hugging the two mares loosely and feeling their limbs dance across her body, massaging and teasing, making the hairs of her coat stand on end. A fire in her belly gradually stoked itself to life at their touch. “Th-that’s the ticket, sugarcube,” she breathed out. “I reckon I could get used to this.”

Twilight lifted off the bed and straddled Applejack’s hips, capturing her mouth in another kiss. Rainbow moved from Applejack’s neck to Twilight’s, pressing into the two, holding them both and caressing them with her legs and wings.

Twilight’s eyes fluttered as she wrestled Applejack’s tongue. Applejack was so solid. In raw strength, Rainbow Dash held her own against the hard-working farmer, but they were built so differently. Rainbow’s cut and wiry frame suggested speed and flexibility, while Applejack felt more like a mountain. She strengthened her kiss and drove Applejack backwards onto the bed, looming over the earth pony, a quivering jolt of satisfaction racing up her spine. She broke the kiss with a gasp and dove into Applejack’s neck, biting and kissing, slowly drifting down the mare’s chest.

Rainbow grazed her teeth along Twilight’s ear as her marefriend slid backwards. Twilight’s back hooves settled down on the floor as Rainbow returned her attention to Applejack, nuzzling the pony’s neck and planting kisses.

Stroking Rainbow’s messy mane, Applejack mused, “For this bein’ about y’all havin’ two ponies to fool around with, ya both seem rather focused on me.” Rainbow nipped her throat just as Twilight arrived at her lower belly. Applejack gasped as the unicorn pulled a nipple between her teeth. “N-not that I’m complainin’, mind.”

Rainbow pulled away from Applejack’s neck and smirked at her. “Gotta take you for a test drive, AJ.” She pressed her muzzle forcefully to the mare’s, invading Applejack’s mouth. Applejack groaned in response, sliding her hoof down Rainbow’s body. She softly stroked Twilight’s mane with her other foreleg, shivering as the unicorn switched teats and began caressing her inner thighs. As Twilight’s strokes grew closer and closer to her growing need, Applejack drove her hoof between Rainbow’s legs.

Rainbow shuddered, pressing into Applejack’s limb, feeling her arousal dampen the farm pony’s fetlock. She kissed harder, her hooves roaming over Applejack’s chest, massaging thick muscle, gripping and pulling. Applejack murmured into Rainbow’s mouth.

Twilight could hardly take the smell of Applejack’s lust in the air. She rubbed her own thighs together as tremors of desire danced along her back. She slid back and lowered her head, almost dizzied by the scent pouring off of the earth pony’s parted lips. She swept her tongue upwards from one end to the other, collecting the gathered juices and relishing the flavor; savory and wild, a stronger taste than Rainbow Dash, but just as welcome. She hugged Applejack’s hips and tongued her friend’s marehood in tiny sweeps.

Applejack draped her hindlegs around Twilight’s shoulders, rubbing up and down affectionately, beckoning the unicorn to press in closer. Her arousal mounting, she petted Twilight’s ears and bangs, lifting her hips towards the effervescent sensation of a hot and wet tongue on her outer lips. She battled with the tongue in her mouth and increased her pace against Rainbow’s dripping sex until she pressed against Rainbow’s stiffened nub and the pegasus arched back, letting out a half voiced bark. Rainbow bit her own lip, rocking into Applejack’s leg with each stroke.

Panting breathlessly, the cowpony said with a hint of impatience in her voice, “Twi, I might be an ‘apple’, but I ain’t gonna bruise like a piece a’ fruit.”

Grinning wickedly, Twilight hugged Applejack’s hips tighter and buried her muzzle, bumping the mare’s clit with her snout and delving deep into wet and velvety folds. Applejack grunted approvingly, rocking into Twilight’s face. She opened her eyes as she felt Rainbow move away from her touch and watched the pegasus swing a leg over her shoulder, straddling her face.

“I won’t bruise, either.”

Applejack grinned up at the mare looming above her, peeking over the mound of Rainbow’s sex. She gripped Rainbow’s cutie marks and darted out her tongue.

Rainbow closed her eyes and rode her friend’s muzzle, arching her head up as Applejack’s tongue slid inside of her. Applejack was forceful in a way that was distinct from Twilight. There was a hungry ferocity her marefriend brought to the bedroom; a yearning need for control that made Rainbow want to submit in a desire to please Twilight. Applejack, on the other hoof, had a lazy and commanding strength. It didn’t ask or demand compliance, it simply was, and it made Rainbow grind her hips down, daring Applejack to up the stakes again, a cat and mouse game of rising competition. Rainbow smirked inwardly at herself for picking that up from the sensation of a tongue squirming against her inner walls.

Twilight watched Rainbow Dash, observing the muscles of the pegasus’ ass tighten and relax as she rocked back and forth. She quivered with heat and pushed further into Applejack’s sex, as far in as she could reach, exploring where the farmer matched her lover and where she differed. Applejack’s hindlegs beckoned her closer, directing her up, and she pulled the mare’s clit between her lips. Applejack grunted into Rainbow’s loins appreciatively.

Flicking and suckling the nub in her mouth, Twilight dropped a foreleg to her own unattended lust. She watched Rainbow’s thrusting rump, following the mare’s tail as it flicked back and forth in front of her face. Darting down to lap up the nectar threatening to spill over onto the base of Applejack’s tail, she pulled the box from under the bed and blindly rifled through it with a free hoof.

Applejack felt Twilight pull away as the unicorn stood up and a smooth bulge of cool plastic press up against her sex. She spread her legs wide and bucked her hips towards the toy, her thoughts a jumble of pleasurable sensations and the taste and smell of the pegasus over her mouth, juices dripping down her cheeks and her jaw aching wonderfully from the sway of Rainbow’s hips. She slid her hooves up Rainbow’s belly and sides, her gaze unfocused. As Twilight slid into her, stretching her in ways she hadn’t experienced in too long a time, she knew she could definitely get used to this.

Twilight gradually eased into rutting Applejack, holding onto the farmer’s back legs for balance and watching the strap-on slide wetly in and out of delicate folds. As Applejack’s bucking hips grew more insistent, silently asking for more, she dropped her forelegs to the bed and set her sights on her other prize. She clamped down on Rainbow’s tail with her teeth and pulled back hard as she slammed into Applejack’s marehood.

“Oh, damn!” Rainbow barked, a spasm racing up her back. She shuddered again as Applejack groaned into her, sending vibrations through her walls and along her clit. Twilight pulled back and slammed home again, pulling her tail and shaking Applejack underneath her. She looked back over her shoulder and caught the wild look of need in her lover’s gaze. When Twilight yanked again, she timed her glide forward on Applejack’s face to match. As the speed increased, a helpless series of whimpering cries escaped her throat to punctuate each tug.

Applejack could see stars, feeling each slap of Twilight’s hips against her flanks, feeling the plastic rod fill her up. She attacked Rainbow’s recesses with her tongue, lost in an ocean of sensation, gripping with her hooves in a scattered attempt to keep herself grounded in reality.

The bed itself started to shake from Twilight’s pounding, and the unicorn could see Applejack’s stomach tighten below her, and could feel the increased grip of the mare’s muscles trying to hold onto the soaked and dripping toy with each thrust. Her hooves slid back to grasp Applejack’s hips and she arched back, burying the strap-on as deep as she could and yanking Rainbow’s tail with all her strength.

Applejack screamed into Rainbow Dash, wrapping her hindlegs around Twilight and hugging her deeper, violently contracting around the toy, feeling her lust trickle into her tail. The muffled shout and lovely strain on Rainbow’s dock sent her over her own edge and she bent forward, clinging to Applejack’s mane. The cowpony writhed against Twilight’s hips while Rainbow grinded into her sore jaw as they rode out the aftershocks of their orgasms.

Rainbow collapsed forward and to the side on the bed, panting. She watched her marefriend slowly slide out of Applejack and she grinned, listening to the farm pony’s ragged breaths. Applejack flopped to her side and crawled further onto the bed, slinging a hoof around Rainbow’s waist. Rainbow kissed Applejack gently, licking her own spent lust from the mare’s lips.

Twilight dropped the toy to the floor and ran a hoof over her throbbing mound, soaked with sweat and trapped juices. She bit her lip and squeaked, rubbing herself gently.

Applejack smirked fondly at the adorable display in front of her. “Twi, you best be comin’ up here so as me an’ RD can see to that,” she purred, scooching away and patting the bed in the new gap.

Twilight grinned and eased onto the bed, slinking between the waiting ponies, rolling onto her back. She lay down and spread her forelegs, her two lovers snuggling into her sides and resting their heads on her shoulders. She hugged them both loosely.

She closed her eyes as hooves ran up and down her barrel, over her thighs, alternating between rough and gentle. The caresses reached her teats and she mumbled indistinctly, hugging tighter, stroking manes, nuzzling the tops of heads. A limb slid languidly up her slit and she whimpered.

Rainbow’s head lifted and Twilight turned to meet her marefriend, kissing deeply. Applejack kissed the back of her neck and breathed hotly into her mane, making her hair stand on end. One kiss broke and she turned the other way. Slowly, both of her hooves came free from underneath her lovers and she ran them down both mares’ chests, fondling, touching wherever she could reach. She arched into the limb on her marehood. A second hoof joined the first and she spread her legs further apart.

Twilight twisted, kissing one mare, then the other, biting necks, being bitten, nuzzling both as they leaned across her to kiss each other. Hooves were everywhere, and Twilight reveled in being touched and touching. Three sets of heavy breaths grew desperate with half voiced cries. They grinded into each other, hugging, grasping, growing warm and wet with each other’s sweat and arousal.

Twilight never wanted it to end.

She called out sharply as she came, burying her face in the hollow of Rainbow’s shoulder. The hooves on her body didn’t stop and she whimpered as her body shook, twisting back and forth between her lovers, touching and teasing.

Nopony wanted to stop, exploring each other with excitement and fondness, turning new into familiar, delighting in the sounds and faces they could drag from one another, curled around each other in a loose and lazy embrace.

At last they collapsed in a heap, gasping and spent, shuddering from lingering spikes of pleasure. They held each other gently and listened to the sounds of one another’s heart beats gradually slow to a normal rhythm. Applejack let out a half laugh, half moan and sat up.

“Well. That’s not likely gonna be somethin’ I’ll ever forget.” A tingling shiver ran down her spine and she grinned. “I ain’t had that much fun in a long while. Thanks for the invitation.”

Twilight and Rainbow grinned dazedly from their snuggling embrace. Twilight said, “The pleasure was all ours.”

Rainbow chuckled and nodded.

“Oof!” Applejack sighed, getting to her hooves and wobbling slightly. “It’s gonna be an interestin’ walk home. Glad it’s dark out.” She smirked ruefully at her damp and matted tail.

“Oh, stay!” Twilight called, patting the bed next to her. “It’s already late, you can sleep here.”

Applejack winced. “…I couldn’t. I feel like I’m imposin’.”

“AJ,” Rainbow teased, “I just came on your face. There’s no such thing as imposing anymore.”

Chuckling, Applejack shook her head. “Still, this is y’alls bedroom; I’m just a guest.”

“So be our guest.” Twilight patted the sheets again. “Stay.”

Applejack eyed the warm and inviting bed and released a long sigh. “I can’t. I got chores in the mornin’; I gotta get home so I can be up in time for ‘em. I do appreciate it, Twi. ‘Nother time.”

“Speaking of next time,” Twilight said, turning to Rainbow. “This was your fantasy, Dashie. Was it what you’d hoped it would be?”

Rainbow stifled a snort and smiled. “Better.”

“Good.” She leaned forward and kissed her lover on the snout. “I had a wonderful time, too. Would you like to make this more than a one-time thing?”

“Oh, yeah.” Rainbow grinned lasciviously at Applejack, who smiled coyly, her cheeks turning pink, and turned to the night table.

“What about you, Applejack?” Twilight glanced up to see the farm pony attempting to straighten her fluffed out mane enough to retie a ribbon. “Oh, let me help.” Applejack paused as a hair brush floated into her mane, sweeping through it gently. She closed her eyes and stood still as Twilight brushed out her hair, feeling the soft and pleasant tug on her scalp. She took a deep breath and smiled when the unicorn finished, tying up her ponytail with her eyes still shut.

Rainbow sat up, her gaze bright with interest. “So, d’you wanna?”

Applejack finished doing up her mane and tail while turned away from the two. She straightened up and looked back to them, smiling brightly. “If’n I move a couple’a things around with my brother, I can make it so my Saturday nights’re always free.”

Rainbow kicked her hindlegs in excitement and she trilled, “Awe~some!”

Applejack chuckled and climbed back onto the bed, pushing both mares down onto their backs and looming over them. She kissed Rainbow fiercely, and then did the same to Twilight. She leaned back and leered at them both. “…And I always sleep in on Sundays.”

Twilight grinned up at the earth pony playfully. “I’ll clear my schedule.” She turned to Rainbow and raised an eyebrow. “How about you? Your schedule free for Saturdays?”

“What schedule?”

Author's Notes:

tl;dr

Twilight didn't cast a sound dampening spell on her bedroom. Spike wished he had just gone for a walk again.

So, update schedule on this. There is no update schedule on this. It's quite a bit of fun to write, so chances are I'll keep the ball rolling on it fairly briskly, but I'm just going to write chapters for it whenever.