Twilight’s ears flicked at the sound of birdsong drifting through the windows. She cracked open her eyes and yawned widely, sitting up and stretching out her back. She rolled out of bed and wandered to her vanity. Running a brush through her mane, Twilight’s gaze drifted to her calendar. A smile lit up her face and some of the lingering sleepiness fled her mind. “Saturday,” she murmured to herself.

Feeling her face grow a little warmer, Twilight finished putting her mane and tail in order and cantered downstairs with a bounce in her step. Halfway down to the main room of the library, she stopped at Spike’s bedroom door and tapped it with her hoof. “Spike!” she called in a bright voice. “Wake up! It’s a beautiful day!”

A miserable grumble that sounded vaguely like, “Five more minutes,” drifted through the wood.

Twilight chuckled. “Alright, sleepyhead. I’m going to go down and start breakfast; I’ll come back when it’s ready.”

A shapeless mumble of appreciation made Twilight grin affectionately and she continued down the stairs. Heading into the kitchen, Twilight flitted about, gathering everything she needed for the omelet recipe Spike had taught her the previous week. The first three eggs stuck to the pan and she had to start over, remembering to properly butter the pan for the second omelet. Despite the slight setback, Twilight produced two satisfyingly-intact omelets. She set the table and headed back to Spike’s room while humming a soft tune.

“Spike, breakfast!”

A scuffling of claws on the floor accompanied by petulant muttering grew louder until the door opened. “Already?”

Twilight giggled and shook her head. “Hurry up before it gets cold.” She practically pranced back downstairs, followed by a plodding dragon. The unicorn led the way to the kitchen table and sat at her plate, beaming at Spike.

“Omelets?” Spike asked with slightly less complaint in his tone, rubbing his eyes and taking a seat. “They look good…” He scooped up a chunk with his fork and took a bite. “Taste good, too. Looks like you got ‘em down!”

“Thanks, Spike.” Twilight grinned. “And thanks for teaching me all these recipes. I never really thought about cooking for a long time, but knowing how to do all of this is nice.” Twilight’s mind wandered to several fresh memories of dishing up steaming plates of food for Rainbow Dash. The look of excitement in the pegasus’ eyes was one of the most flattering and gratifying things she had ever experienced and thinking about it again made her smile uncontrollably.

Spike took in a large mouthful of eggs and nearly spit them out when he looked back to Twilight; the unicorn was staring off into space with a large and wobbly grin stretched across her muzzle. He swallowed a little faster than was comfortable, coughed, and started chuckling. “Twilight, you look so goofy.”

She started and shook her head. “Sorry, zoned out a little. I’m in a really good mood today. It’s Saturday.”

Spike stared at her blankly. “What’s so special about Satur—” his eyes widened. “Oh! Tonight’s my sleepover! I’ve been looking forward to hanging out with Sweetie Belle, Scootaloo, and Apple Bloom all week! I can’t believe I forgot!” Spike shoveled down the rest of his omelet and stood up, making his chair squeak across the wood floor. “I gotta get my room ready! Thanks for reminding me!”

Twilight watched the little dragon scurry out of the room and listened to his claws click on the stairs. She blinked slowly and looked down at her omelet. “That sleepover’s today?!” Twilight exclaimed in frustration. She slid the plate carefully to the side and thumped her head against the table. “Augh.”

She sat back up and recentered her plate, eating forkfuls of her breakfast with a petulant pout on her face. She sighed wistfully and grumbled, floating the dirty dishes over to the sink. As she cleaned up the kitchen, she took slow and plodding steps. “I was really looking forward to that,” she muttered darkly at the soapy sink, leaning onto the counter to rest her chin on a hoof while the plates and skillet scraped themselves spotless in a glow of magic. “Dashie might be up for staying over, but I can’t imagine Applejack is going to be comfortable with her sister one room away…”

As she spoke, a bit of Twilight’s funk lifted. Rainbow was planning on staying over the night already, so it wouldn’t be a total loss. Just a delay for their new schedule with Applejack. As much as the thought of disrupting a schedule bothered the detail-oriented mare, she’d still get to fall asleep in the hooves of her lover. She stood back up and finished cleaning up at a brisk pace.

Twilight climbed the stairs and knocked on Spike’s door. “Hey, Spike?”

The door opened and he poked his head out into the stairway. “What’s up, Twilight?”

“I’ve got to go talk to Applejack about plans for tonight. Can you handle the library while I’m out?”

Spike nodded happily and turned back to his room. Three sleeping bags were spread out across the floor, forming a semicircle against the side of his small bed. A large pile of comics and snacks was taking shape in the middle. “I’m almost done getting everything ready! Tonight’s gonna be great!”

A warm smile spread across the mare’s face, but it was traced with guilt. “I’m glad. I’m…sorry I haven’t been the most available, Spike. Stuff’s been different for me lately and I’ve gotten caught up in it. I didn’t mean to kick you out so much…”

Spike paused and turned back towards the door. He waddled over to Twilight and hugged her around the neck. “It’s okay, Twilight. I know Rainbow Dash has gotten really important to you; I can see it.”

Twilight closed her eyes and hugged Spike back.

“Really, I’m happy for you.” He stepped back and grinned at the mare. “I just remember what it was like back in Canterlot. It’s been good for you to have a special somepony since we moved here.” He turned back to his room, grabbing a bag of marshmallows and tossing it into the center of the sleeping bag circle. “It’s made you happier.”

For a few moments, Twilight watched Spike busy about his little room, getting everything in place. She took a deep breath and cantered into the space, sweeping her number one assistant, oldest friend, and kinda-sorta little brother into another hug. “You’re right; I am happier,” she murmured. “It’s so much easier for me to relax when Rainbow’s around. Thanks for understanding.”

Spike struggled out of the hug, scratching the back of his head bashfully. “It’s nothing,” he mumbled, turning back to his work. “Thanks again for the room, though.” He gestured wildly and spun around in a big circle. “This place is great!”

Twilight giggled and made her way back down the stairs. “I’ll be back soon!” she called before heading out the door and into Ponyville. A bit of a bounce had re-entered her comfortable trot, but slowly drained away as she made her way across town. By the time the cobbled road turned to dirt, a disappointed frown pulled at her lips.

When Twilight had agreed to inviting a third into the bedroom, she had been swept up in the idea of the experience. The self-contained unicorn hadn’t had the most dating experience before moving to Ponyville, and asking Rainbow Dash to a date had been a major departure for her. As their budding relationship progressed and grew intimate, Twilight found herself opened up to a new field of study and she silently liked to think of herself as Equestria’s foremost expert on pleasuring Rainbow Dash.

Outside of Rainbow Dash, however, Twilight had no quantifiable experience, and Applejack offered a method of changing that in addition to giving back something nice to Rainbow in the form of fulfilling a fantasy. Really, she thought of it as a win-win proposition.

What she discovered in actually going through with it was that having Applejack there was extremely fun. Less than a year previously, Twilight wouldn’t have been willing to recognize the level of sex appeal in the rugged farmer; she remembered convincing herself that the only reason she had interest in dating Rainbow Dash was because of her playful personality, strong positive qualities, and sense of humor. She wouldn’t let herself consider the fact that she frequently lost her train of thought whenever Rainbow bent over far enough or that sometimes she missed what was special about a flight maneuver because she was too busy watching the daredevil bend, as important matters in selecting a potential mate.

A few months into dating, Twilight discovered she was very glad that she was sexually attracted to Rainbow Dash; if she had convinced herself of compatibility with somepony who didn’t turn her on, sex would not have been half as fun. Rainbow crossed barriers between feminine and masculine traits constantly, from her looks to her demeanor, the daredevil bucked all the rules in the face like a napping dragon. It wasn’t just that Rainbow was coltish on the outside and a filly on the inside; that didn’t give her enough credit. Rainbow was a mess of contradictions: feminine and masculine mixed together on the inside and the outside, refusing to be defined and existing as a unique blend of contrasting traits. Rainbow turned Twilight on so much.

Applejack…

Twilight stopped looking at other ponies after a while with Rainbow. At a certain point in dating, pieces of a puzzle she didn’t even know she was assembling had clicked into place in her head. She really got Rainbow Dash, and Rainbow Dash really got her. They had fun together, they could talk about anything with each other, and even if they didn’t share a large number of interests they still understood the drive and passion in their partner’s life. After three solid weeks of constantly reading psychology books and a few confused and panicky letters to Princess Celestia, Twilight Sparkle came to the conclusion that she had fallen in love with Rainbow Dash.

When she told Rainbow this tidbit of self-discovery, Rainbow had surprised her by saying she felt the same way. Rainbow had been seeing the same signs, she had just accepted them quietly and moved on. Twilight didn’t think much about other ponies after that.

Applejack…

Applejack was a solid, built, rugged, careless, self-contained bastion of strong and effortless femininity. As brash and tomboyish as Rainbow Dash could be, Applejack exuded a sense of unquestionable authority from a pony who was unmistakably female. Twilight couldn’t deny it; Applejack was just as hot, just as physically desirable as Rainbow for completely different reasons.

Dear Celestia, that was exciting to her.

And that first time with both of them! If Twilight had gone through with the idea of keeping a sex journal, that entry would have filled pages. The desire, the new input, the loss of boundaries and wild, wanton exploration. Twilight wanted that again.

She sighed inwardly and turned down the road to the farmhouse, steeling herself to put it off for another week and trying to focus on the positives.

The distant thwack of hooves to trunk pulled Twilight off the path and into the orchards, weaving between trees until Applejack’s shapely and muscular form came into view in surprising clarity given the distance. Twilight sighed again and cantered briskly towards the far too attractive for her own good mare.

“Well, howdy there, Twi!” Applejack called, slamming her back legs into a tree. “Caught me double-timin’ on the buckin’ for the day; gettin’ ready for tonight.” She grinned and winked. “What brings ya ‘round here?”

“About tonight,” Twilight said, her voice falling. “I completely forgot, but I promised Spike a sleepover for him with your sister and her friends.”

“That was tonight?!” Applejack’s footing faltered and she hit the tree askew, causing a single apple to fall and bounce off her hat. Grumbling, she re-straightened her Stetson back from over of her eyes. “Consarnit, I knew I was forgettin’ somethin’ important.” Muttering under her breath, she re-bucked the trunk.

“I assume you’re not exactly comfortable having your sister a room over, even with a sound dampening spell over us.”

Applejack grimaced, moving on to the next tree. “Yeah, I can’t say I’m too keen on havin’ that conversation with Apple Bloom. Even if we were real quiet-like, me bein’ there’s gonna be raisin’ questions.” The cowpony tipped back her hat and wiped her brow. “I ain’t one to be sneakin’ around with ponies, but there’s a big difference between bein’ discreet and blabbin’ about private matters to a group of little fillies.”

“Agreed,” Twilight said with a nod, following Applejack down the row of trees. “So I guess we’ll have to reschedule—” the unicorn’s voice hitched uncomfortably on the word “—for next week?”

“Sounds like, unless ya got any bright ideas.”

Following the cowpony to the next tree, Twilight frowned in thought and she tapped her chin. “I could cancel it, but I really don’t want to. Poor Spike’s been looking forward to this for a while; it wouldn’t be right to do that. He’s had to move his time around enough for me.”

“Well, I guess we’re stuck, then,” Applejack sighed as she reared back to kick. “S’alright; it’s not like next Saturday’s more’n a week away.” Her hooves pistoned into a trunk. The branches shook with more force than normal and a groggy pegasus tumbled onto the farmer’s back. “Whoop!” Applejack called out in surprise.

Sitting up from her new perch across her friend’s spine a little too quickly, Rainbow fell the rest of the way to the ground, landing in one of the baskets set up around the tree. “The heck?” she mumbled dazedly.

“Sorry there, RD,” Applejack said with an uneasy chuckle. “I usually check to make sure your scraggly head ain’t in a tree I’m buckin’, but I got a little distracted.”

Twilight giggled at the vacant and half-awake expression on her marefriend’s face. She offered a hoof and pulled Rainbow back to her hooves.

“Hey Twi.” Rainbow nuzzled Twilight’s face as she got upright. “I was getting ready to come over.”

Smirking and raising a brow, Twilight asked, “Getting ready?”

“Eventually. Doesn’t take me long.” She yawned widely. “What brings you to Nap Spot Number Seven?”

Applejack chuckled, re-bucking the tree to fill her baskets with apples instead of ponies. “Twi came to my farm ‘cause we’re gonna have to reschedule the festivities. We both plum forgot my little sister’n her friends’re gonna be sleepin’ over with Spike tonight.”

The tired pegasus shot Applejack an uneasy glance. “Aren’t they all a little too young to be doin’ that?”

Applejack rolled her eyes.

Twilight snorted and shook her head. She smiled as Rainbow pulled her into an affectionate hug. “You’re so eloquent, Rainbow,” the unicorn said playfully.

“I try to do…whatever that is…” she nuzzled into Twilight’s mane.

“You’re not gonna fall asleep against me while standing up again, are you?” Twilight murmured under her breath.

“I’m awake.”

“Well, I guess I can slow down a bit then,” Applejack said, lifting off her hat and using it to fan herself. “No sense rushin’ if there ain’t nothin’ to rush for.”

Twilight sighed. “Sorry, Applejack. I think we were all looking forward to it.” Rainbow nodded against her. “I don’t have any solutions, though.”

“We could move the sleepover here,” Rainbow mumbled. “The girls’ll wanna have it in their clubhouse; they wouldn’t even need to know Twi and me were around.”

Applejack straightened and turned to the pair, frowning thoughtfully. “They all do tend to stay away from the house when they’re crashin’ here.” A wicked smirk spread across her face. “An’ we could use the barn.”

Twilight chewed her lip and furrowed her brow in concentration. “…Spike’s really looking forward to showing off his new room, though. He’s gonna be disappointed if we move it.”

“You got that spell research paper thingie you’re doin’ Wednesday, right?” Rainbow shifted sideways as she talked, raising her front legs off the ground and hugging Twilight around the middle, using her lover’s body as a pillow. “You wanted me to keep Spike outta your mane that night, anyway; I bet he’d be easier to distract if the fillies’re there, too.”

A bright grin spread across Twilight’s face. “Rainbow, that’s perfect! Spike would get two sleepovers out of it and there’s no rescheduling. I’ll have to check to see if the girls can make a Wednesday sleepover, too…” She glanced at Applejack.

“Sounds like a plan to me, if’n that’s what ya wanna do. Apple Bloom can get a bit under hoof when she’s outta classes; y’all would be doin’ Mac an’ me a favor.” The farmer slapped her hat back on and resumed her pace. “We back on then?”

“We could just wait a week,” Rainbow said. She opened her eyes and leered at Applejack. “But I don’t really wanna.”

Applejack winked and moved onto the next tree. “I’ll double-time it then, an’ let Apple Bloom know to get ready for company.” Her voice dropped. “I’ll see you two ‘round tonight.”

Twilight beamed brightly; the bounce in her step from the early morning had returned. Well, it would have returned if Rainbow wasn’t holding her quite so firmly to the ground. “Okay,” she mumbled to herself, “I’ve got to go check with Sweetie Belle and Scootaloo’s parents about Wednesday, and if everything works out there, get Spike ready to go…” She turned her head, glancing over her shoulder. “Alright, Dashie, I’ve got to go for now, if you could—”

A rumbling snore vibrated into her back.

“You’ve got to be kidding me…” Twilight rubbed the bridge of her muzzle with a hoof and sighed.

Twilight shut the barn door on the golden rays of the setting sun. Her horn lit up and she weaved a sound dampening spell around the room, coating the walls as she spun in place, catching sight of Rainbow Dash standing in the middle of the barn as she turned. As she finished, she shook out her fuzzy head and meandered to a small haystack. “Applejack’s getting everypony settled in and should be here soon,” she said, flopping down and rubbing her face.

Rainbow chuckled, cantering over and sitting down next to her. “Long day, Twi?”

Twilight leaned into her marefriend and nodded. “Sweetie Belle’s parents are out of town, so I had to track down Rarity. Rarity was in the mountains hunting for gems.”

“Ouch.”

“So after I wandered around and finally found her, it was already four o’clock. And then I couldn’t find Scootaloo’s parents for the life of me. It seems like those ponies are never around.”

Rainbow rubbed Twilight’s back soothingly.

“I eventually tracked down her dad, but by then it was almost five and I had to run back to talk to Spike.” She massaged her forehead and sighed. “So how was your day, Dashie? Get back to sleep?”

“Oh, yeah,” she teased, nuzzling Twilight’s head. “I feel awesome.”

Twilight chuckled and closed her eyes, hugging the pegasus with one limb.

“Gonna feel way more awesome in a minute.”

Twilight glanced up and grinned in amusement at Rainbow. She ran a hoof along her lover’s mane and leaned up, kissing Rainbow gently. As the pegasus kissed her back, Twilight felt the familiar tug at her mind; a growing need to shove her rugged ball of contradictions into the hay and make her be cute. As Rainbow purred appreciatively against her invading tongue, Twilight opened her eyes and sat back, a contemplative frown on her face.

“Mm, why’d you stop, Twi?” Rainbow nuzzled her marefriend’s cheek, sliding a hoof up and down Twilight’s side.

“Dashie, how comfortable are you with me being…dominant, if Applejack’s here, too?”

Rainbow sat back a little and raised an eyebrow at Twilight.

“I’m kinda in the mood to push things tonight, but I don’t know if I should with Applejack joining us. We haven’t set any rules on this, and I don’t want—”

Rainbow huffed and sat back against the soft hay. “Why do we haveta talk about this, Twi? Can’t we just do stuff?”

“Rainbow…”

“You’ve always gotta make everything some sort of major thing, with rules, and lists, and blah blah blah,” Rainbow muttered. “Can’t we just go with the flow?”

Twilight sighed and leaned back into the hay next to the mare. “Listen, hear me out on this; I’ll explain what I’m thinking, and if when I’m done you think I’m being silly, I’ll drop it. Deal?”

Rainbow let out a breath and nodded. “Yeah, okay.” She turned to Twilight and smiled thinly.

“Okay, so…” Twilight rubbed her face with both forelegs vigorously and turned to her lover. She pecked Rainbow on the snout. “I love you and the last thing in the world I want to do is hurt you.” Rainbow’s smile warmed and she opened her mouth, but Twilight set a hoof gently against her lips. “We play a rough and exciting game that we both like, and I know a large part of it for you is that it’s just the two of us and you can stop pretending about some things; you’ve said that to me before, those exact words. I love seeing that side of you and I want to see it tonight.”

Twilight leaned forward and pecked Rainbow again. “But Applejack’s going to be here. Is that something you want to do with Applejack here, or is it going to hurt you? Is revealing that to somepony else something you’re okay doing?”

Rainbow’s brow creased and she glanced away, frowning in thought.

“If you’re not comfortable with it, I’ll leave it alone, Rainbow. We have lots of time together and I can indulge that later. But if you are okay with it, I’d like to do my best to make you scream tonight.” Her eyes flashed predatorily.

A flush of warmth coloring her cheeks, Rainbow smiled briefly and dropped back into thought. After a few moments she smirked and looked back to Twilight. “Alright, egghead, you win; it was important to ask.” Twilight grinned. “I…don’t know. Lemme think about it, ‘kay?”

Twilight nodded. “We’ll say no for tonight, and revisit later.”

“Deal.” Rainbow wrapped her hooves around Twilight and pulled her close. Twilight gripped her lover’s mane and restarted their interrupted kiss, ignoring the urge to strengthen it and take control. As a wing unfurled across her side, Twilight sighed contentedly into Rainbow’s mouth and she basked in being held. They slowly drifted over until Rainbow was laying on top of her. The pegasus broke the kiss and they stared at each other, lost in a shared grin.

Rainbow started suddenly and pulled back. She looked towards the door and raised a confused eyebrow. Twilight followed her gaze to Applejack, looking at them ambivalently, hooves scuffing the dirt floor. Twilight cleared her throat, still absentmindedly stroking Rainbow’s mane. “Everything alright, Applejack?”

“Well a’course everythin’s alright,” Applejack said too brightly. “I got Spike an’ the girls all settled, so everythin’s fine, what makes ya think somethin’s wrong? Everythin’s just fine!” She grinned widely.

Rainbow and Twilight stared at her blankly.

Sighing, Applejack looked away and said, “I’m sorry, it’s just…seein’ y’all together like that…I feel like I’m invadin’.” She frowned and turned back to the pair. “Are ya sure y’all wanna do this? I had a great time before, but…y’all’re in love. I can see it. Ya got the same looks in your eyes as my mama an’ my daddy had for each other.”

Twilight turned back to Rainbow and gently tapped her on the shoulder. Rainbow sat back up and offered a hoof, pulling Twilight to standing. Twilight turned to Applejack and smiled, beckoning her over. At the cowpony’s tentative approach, Twilight set her hoof on Applejack’s shoulder. “Applejack…Rainbow and I both want you here.”

The pegasus nodded firmly, waggling her eyebrows at her friend. Applejack smirked, but trepidation still shone in her eyes.

“This is about having fun, Applejack. Rainbow and I had a lot of fun with you.” She nuzzled Applejack’s neck, lingering for far longer than strictly necessary. “If you’re not comfortable, we’ll understand, but nothing changed since last time.”

Applejack closed her eyes and nuzzled against Twilight, her uneasy smirk changing to a little smile. “I guess I’m just bein’ silly is all. I knew y’all were together before, but seein’ that comin’ through the door, it just sorta hit me.”

“It’s alright. We do want you here, though.” To punctuate her statement, Twilight slid her hoof up Applejack’s leg.

Rainbow stepped forward and snuggled into the other side of her friend’s neck. breathing out, “Mmm, you smell good, AJ.”

Applejack chuckled and hugged them both. “I reckon I should just take that as a ‘stop your worryin’ and get to ruttin’ a couple’a hot fillies,’ then?” Rainbow bit the base of her neck in response and she shivered. “Eeyup.”

Applejack turned and caught Twilight’s lips in a hungry kiss while pulling Rainbow harder into her shoulder. Two different hooves ran through her mane and she pressed into Twilight until she lost her balance and stumbled forward. All three mares landed back in the pile of hay, giggling breathlessly. Applejack rolled onto her back just as Rainbow climbed into her lap.

Twilight watched her marefriend kiss the farmer and she grinned. She brushed her hoof along Rainbow’s wing until the mare extended it in front of her face. Twilight sighed contentedly and rubbed her cheek through Rainbow’s downy plumage. A tremor ran up her lover’s spine and a soft moan rumbled into Applejack’s mouth.

An indulgent grin on her muzzle, Twilight scooched out from under Rainbow’s wing and stood up. She rounded to the back of the two mares deep in a kiss with hooves roaming and grabbing each other, and she leaned down to grip a feather in her teeth.

Rainbow broke the kiss with a gasp, feeling a primary tugged back into place and smoothed with the swipe of a tongue. The cowpony under her darted to her throat, nipping and sucking. She closed her eyes and grunted, stroking Applejack’s mane and trying to hold her tremoring wing still. Twilight’s preening always got her hot and bothered and she had never once managed to let the unicorn finish, always tackling her lover off the bed in a fog of lust halfway through. As Applejack grabbed her roughly by the flank and bit her collar hard enough to make her squeak, Rainbow thought she might just be preoccupied enough to let Twilight finish.

Twilight fondled the other side of Rainbow’s ass as she worked her way across the pegasus’ wing, straightening and smoothing, teasing and wiggling.

Rainbow felt herself go from hot to soaked in the space of seconds and she grinded helplessly against Applejack’s lap, holding the farmer’s head close to her neck. She could barely keep her wing from violently quaking as Twilight finished the last feather and switched sides, coaxing her to open her other wing. She moaned and spread her feathers wide, scrunching her eyes shut. Applejack grabbed her dock and she let out a yelp.

Rainbow forced Applejack roughly into the hay and pressed their muzzles together, thrusting her tongue past her friend’s teeth. Applejack kissed back with just as much excitement, rubbing her rump and squeezing her tail. They writhed against each other as Twilight finished up Rainbow’s second wing. For a moment, Twilight simply stepped back and smiled in satisfaction. It was about time she made it through a whole preening. Twilight lay down on her belly and forced both of her lovers’ back legs apart.

“Oh.” Rainbow and Applejack barked out in tandem as their kiss broke. A hot, wriggling tongue had slid between their aching marehoods and teased both of their clits at the same time. They exchanged a wicked glance and wrapped their legs around Twilight’s head, pulling the unicorn in closer. Twilight hugged their hips in response.

Rainbow’s mind reeled as she thrust herself against Twilight’s muzzle, feeling Applejack do the same slightly off rhythm so their coats meshed and rubbed, slick with their sweat. She bit and sucked at the earth pony’s neck, slowly tunneling both of them into the hay, everything not quite enough, her whole body aching for more. With a small whinny of need, Rainbow pushed Twilight back strong enough to make the mare tumble to half prone. Rainbow stood abruptly and flicked her wings once, lifting into the air and whirling around to face her marefriend. Just as unceremoniously as she stood, Rainbow dropped back onto the earth pony, halfway down Applejack’s barrel, and thrust her dripping and aching sex towards the farmer’s muzzle.

As the cowpony sat halfway up to reach and wasted no time lapping at Rainbow’s folds, the pegasus grabbed Twilight by a back hoof and dragged her closer until the unicorn’s rump was inches away from Applejack’s. With one hoof on Applejack’s throbbing slit, Rainbow inhaled the combined smell of both her lovers and buried her muzzle in Twilight.

Twilight moaned, stroking messy mane as she felt Rainbow’s tongue explore her recesses. The unicorn looked over the scene in front of her, from her lover’s face between her legs, up across Rainbow’s back, to the tips of Applejack’s ears poking into view just behind the pegasus’ rear. She rocked gently against Rainbow’s jaw, a tingle racing up her spine every time she brushed her swollen nub against her marefriend’s snout.

Rainbow gazed over the mound of Twilight’s marehood and watched the unicorn’s face. Twilight’s expression gradually melted from a pleased smile to a clouded and strained look of growing intensity. As the pegasus’ own body shivered from Applejack’s skilled and enthusiastic tongue, alternately filling her up and suckling her clit, a creeping sense of desire settled over her mind. She pushed further into her marefriend’s sex, drinking in the taste and scent, reaching as deep as she could.

Rainbow’s eyes were locked on Twilight and she wanted nothing more than for Twilight to grab her head and force her in deeper, grind against her face until her jaw burned, leave her gasping, aching, and weak. Applejack grazed her teeth across Rainbow’s outer lips and the pegasus reached up, grabbed the hoof in her mane, and pulled it around to the back of her own head.

Swimming out of an almost delirium of pleasure and back into lucidity, Twilight looked down at Rainbow questioningly. The pegasus pressed her hoof hard and pleaded silently with her eyes. Twilight murmured nervously, glancing at Applejack, “You sure?”

Rainbow nodded rapidly, tongue still searching, her muzzle rubbing against Twilight’s clit. Twilight grabbed her roughly by the mane and thrust into her face.

She moaned, her eyelids fluttering. Twilight bucked again, harder, and she pushed back, putting up the fight against domination, attacking the unicorn’s dripping lust with fervor. Twilight watched Rainbow’s face, waiting for the look of submission, a wonderful sense of wildness clouding her mind. Rainbow gazed at her lovingly, lapping and suckling, and Twilight felt her belly tighten with a rising anticipation.

Applejack pulled Rainbow’s pearl between her lips and sucked, nippling softly, stroking Rainbow’s tail with both hooves. A spasm of wobbliness shook Rainbow’s lower half and she nearly cried out into Twilight’s inner walls. A fiery sense of competition flooded her mind and she pressed her hoof more insistently into Applejack’s folds, stroking the mare’s clit in circles, her coat growing slick with lust. A need to make Applejack come before she herself finished sprung to life.

The look of acceptance slowly left Rainbow’s face. A brief note of confusion passed over Twilight’s mind, but was quickly replaced by the growing pressure in her core. Her muscles began to clench and she found herself less controlling Rainbow’s closeness as clinging with desperation to her lover. She scrunched her eyes tightly shut and half grimaced.

Applejack shuddered and twitched under the pegasus, her senses consumed by the burning hot and sopping wet marehood taking up her vision and filling her snout and mouth. The rapid circling over her most sensitive spot rocketed her bliss upwards, fast and steep.

Twilight cried out sharply as Applejack hugged Rainbow around the waist. Rainbow thought her eyes might roll back in her head as the two mares came against her at the same time, winking around her tongue, grinding against her hoof, pulling her in opposite directions with desperate hugging. The pegasus whimpered gently as she was driven over her own peak, her wings twitching erratically at her sides as desire washed over her mind. She rocked against Applejack weakly, her hoof still stroking the mare’s lips and her aching tongue still lapping at Twilight’s lust. They arched and relaxed together, their mewling grunts bleeding together into a composite voice of release.

At last they fell apart, gasping and panting for air, trying to blink the stars from their vision. The barn filled with languid, dazed, and contented groans as they struggled to crawl together, hugging each other in a loose ball of shaky limbs back on the squashed pile of hay.

“Well,” Applejack sighed out, “y’all certainly do know how to show a pony a good time. Lan’ sakes.” She rubbed her thighs together and shivered. Rainbow chuckled weakly and Twilight grinned. “…I don’t rightly know if’n I’m gonna have the strength to make it up my own stairs for a while.”

“Wimp,” Rainbow teased without any strength in her voice.

Applejack chuckled and gave the pegasus a small squeeze. “Wouldn’t be the first time I crashed in the barn. I’d like to extend that invitation back at the both of ya, what with y’all bein’ my guest here for the night, unless ya wanna head home.”

“Never moving again sounds good,” Rainbow mumbled, still feeling tingly all over.

Twilight smiled weakly and said, “Thank you, Applejack.”

Grunting, the cowpony struggled up to sitting. “I’ll go fetch some blankets real quick, make this a little bit nicer.” She got unsteadily to her hooves and walked carefully out of the barn. Before she shut the door, Rainbow caught a glint of moonlight shining off the lust still trickling down Applejack’s thighs.

“I’m glad we didn’t wait a week,” Rainbow chuckled, hugging Twilight closer.

Twilight’s voice dropped low and gentle. “What happened, Dashie? You didn’t give up, even though I knew you wanted to.”

Her smile fading a little, Rainbow shrugged. “I really wanted you to win, but…AJ makes me wanna win, too. More, I think. I think I’m okay with her winning, though, she just needs to, you know…actually win. If that makes any sense?” She grinned sheepishly at the unicorn.

Twilight nodded slowly. “If you’re going to give up control, it needs to be to the both of us. Is that it?”

“Yeah, that sounds right.”

“…Should I talk to Applejack about it?”

Rainbow leaned back a little and searched Twilight’s face. She read concern and caring in the expression of the pony she loved and a sense of safety settled over her. She marveled in what she had found in Twilight; somepony she felt protected by all the time, even outside of their game. And underneath the concern, Rainbow could see hunger, a drive to next time make her submit and a willingness to do whatever was necessary to make it happen.

Rainbow found it desperately exciting.

She smiled gently. “Sure. Sounds like a blast.”

Applejack stumbled back into the barn with a large blanket on her back. She yawned widely as she threw it over the two ponies and crawled underneath to join them. They gradually drifted off to sleep on the hay, nestled under the blanket, Rainbow wrapped in the hooves of her two lovers. She woke up with the gentle smile still on her muzzle.

Author's Notes:

tl;dr

"Hey, y'all," Apple Bloom chimed suddenly, sitting up from her sleeping bag with a grin. "I got an idea! Let's go sneakin' up to the house an' try an' get our cutie marks in spyin'! I bet'cha my sis has loads of hidden stuff!"

Sweetie Belle and Scootaloo exchanged wide smiles. "That's a great idea, AB!" Scootaloo cheered. "Let's start with the barn! I bet there's something really cool in there!"

"I don't know," Spike said uneasily. "Applejack might get angry, and I'm pretty comfortable right here already. Why don't you three try to get cutie marks in roasting marshmallows?"

Three pairs of eyes widened. "That's an even better idea!"

And thus, Spike inadvertently prevented years of mental therapy bills.