Fluttershy walked down the path to Ponyville with a spring in her step. Tea. Tea with her friends. And this time it wasn’t going to get weird at all! It wasn’t that she didn’t appreciate the effort Pinkie and Rarity had been making. Trying to include her on their dates was very nice of them, but this was what she wanted: for things to be normal again.

She stopped, a rogue worry running through her mind. What if it happened again? What if she showed up, and the door was locked, and—She couldn’t even let herself complete the thought without her wings painfully twitching at her sides. What would she do if that happened?

Don’t be silly. Of course it isn’t going to be like last time. There’s no way they would do something like that if they knew you’d be there. They obviously just forgot you were coming, she thought, relaxing slightly.

That’s right. They didn’t know you were there, and it should stay that way.

She caught herself walking on three hooves and forcefully put the fourth back down on the ground.

Yes. It definitely needs to stay that way. Your friends don’t need to know that you’re strange. It’s bad enough that you made things so difficult for them.

She put the smile back on her face where it belonged. Pinkie would be happy to see it. She always wanted to know where it was. Everything was going to be okay. They were going to have a nice normal afternoon tea, and perhaps they could finally talk about resolving this whole mess.

She felt her hoof twitch, and stomped it down on the ground.

And maybe some alone time afterwards. But you need to behave yourself!

Her hoof, quite naturally, said nothing. She looked down at it suspiciously, waiting for it to move again. When it did nothing, she smiled at it, satisfied with its obedience, before continuing her trek.

As she got closer to town, she found herself wondering what it was that Rarity had wanted to talk about. Perhaps they’d finally come to the same conclusion that she had some time ago: the three of them just wasn’t going to work, and it was hurting their relationship. If so, she didn’t blame them. It wasn’t that they weren’t trying, but she just messed everything up.

It was sad to love somepony and not be able to kiss them and... other things that made her face burn and her wings and hoof twitch just thinking about, but it wasn’t worth one of her friends being unhappy. Much less two. It really was best for all of them to just forget about Fluttershy’s crush. After all, she still had them as friends, and that was more than she deserved.

That has to be it.

That was why they hadn’t called it a date. They were trying to spare her the pain of being dumped and wanted to let her down easy. It was still going to hurt, of course. Just like it had hurt to let Dashie go. But this way her friends wouldn’t feel guilty about it, and pain faded after a time; she had at least learned that much from Dashie.

That was a relief, actually. Everything would go back to how it was before, nopony would be upset, and she’d still have her hoof to keep her company.

Still, it made her a little sad. She had liked the fact that they hadn’t given up before now. It had made her feel... special... wanted. She’d never thought of herself as special. Not when those ponies wanted to take her picture, not during any of the times she’d gone to Canterlot to be thanked personally by the princesses for saving the world again. If there was anything special about her, it was that she had the most wonderful friends.

If there had been any time in her life where she had felt special, it was when Dashie had been with her. But then... not so special. She couldn’t be who she needed to be for Dashie. But it was different with Pinkie and Rarity. They thought she was a wonderful pony, and she felt like they would continue to think that no matter what she did. Or maybe she just hoped they would.

Still, as nice as it felt, she was happier knowing that they were happy together. She’d get by just as she’d always done.

She nodded firmly, promising herself that she would take everything they said calmly, and that she wouldn’t cry, no matter what.

There would be plenty of time for that at home.

She arrived at the boutique at roughly the time they’d agreed on. Truthfully, she wasn’t very good at reading the sun. She kept thinking maybe it would be nice to have a pocket watch, but there weren’t that many occasions that required her to be anywhere at a specific time, so she tended to err on the side of caution and just leave early anytime somepony wanted her to be someplace.

Still, she thought it was about the right time. It seemed like it might be a little earlier than usual, in fact. She’d always found early was better than late. It was better than keeping her friends waiting. She walked up to the door, hesitating. Should she knock? She was expected, and Rarity’s shop, being a business, was rarely locked. Actually, the only time she had seen it locked was when she had found them together in Rarity’s showroom—

Her wings flared out, and she had to take a moment to calm down. The right thing to do was to knock politely, and wait for an answer. It was definitely a bad idea to go check the window. At best she’d look very strange, at worst... they would actually be there like last time and her mind would probably implode.

She knocked, waiting for her friends to invite her in. Through the door, she heard hushed, confused voices. “Um... hello?”

“Fluttershy?!” came the reply from Rarity.

“Y-yes?”

There was a sound of scrambling hooves, and lots of commotion. “Just a minute, darling!” Rarity called back.

After a couple minutes of waiting, Rarity opened the door, looking disheveled and frantic. “I’m so sorry, love. I could have sworn I said eight—”

“You did.” Fluttershy replied. “Am I too early?”

Rarity glanced at her wall-mounted clock, which told her it was barely past seven. She waved a hoof dismissively. “A smidge, but no matter. You are a guest, you are more than welcome to come early. I am terribly sorry about the state of the boutique; you caught me at a busy moment.”

“Oh, uhm... I could come back later, if you’re busy?”

“Nonsense! It will keep. Come in, come in!” Rarity pulled Fluttershy forward with her magic, smiling a tight-lipped smile as she gestured towards her sitting room. “Pinkie is making some tea. She’ll be done shortly.”

As Fluttershy entered, she noted a powerful smell of very expensive perfume overlaying the whole room.

“Sit, please!” Rarity said, gesturing to the couch opposite her chaise longue. “Pinkie’s fetching snacks, as well. Have you eaten?”

“Um... no, actually. I meant to have a sandwich earlier, but I didn’t finish it.”

“Oh? What happened?”

“You came by to visit, and Pinkie found me.”

“Hmmm? Oh, right, right. Well, I have some lovely watercress sandwiches, and we can have biscuits with the tea.”

At that moment, the door to Rarity’s kitchen opened, and Pinkie walked in with a tray in each forehoof. She was wearing a big smile, and a French maid’s dress. “Hiya, Fluttershy!” She looked down at herself, realizing she’d meant to do this in character, and smiled sheepishly. “I mean... Hello, mademoiselles! I have brought tea and um... food! Would you like some sugar?”

Rarity flashed her a warning look, much to Fluttershy’s confusion. “Pinkie, behave.”

“Actually, I’d love some sugar, thank you,” Fluttershy responded. She couldn’t see that Pinkie had done anything wrong, but maybe Rarity knew something she didn’t.

“See? I told you she’d want some of my sugar!” Pinkie said, sticking out her tongue at Rarity.

“You put that away before I make you use it,” Rarity replied testily.

Fluttershy’s head whipped back and forth, not sure what was going on. “Um...”

“You promise? Because I’ll do it!” Pinkie ran her tongue over her lips, making Rarity blush and Fluttershy shiver, then blew a big raspberry in Rarity’s direction.

“Not right now, Pinkie,” Rarity muttered.

There was tension in the air, something palpable between her friends that Fluttershy couldn’t help but feel wasn’t meant for her. “Um... are you sure I didn’t interrupt anything? I could come back later, I don’t mind,” Fluttershy offered, taking a cup of tea in her hooves and setting it down on the table.

“Take all the sugar you want!” Pinkie said, her eyes flashing with amusement. At Rarity’s disapproving glance she pouted. “Awhhh, you’re no fun!” With that, she plopped a bowl of sugar cubes on the table, turning around to go get the sandwiches.

As Pinkie turned, Fluttershy’s eyes were inexorably drawn to the hemline of the skirt as her tail whipped around, and she was unavoidably made aware of two things: Pinkie wasn’t wearing the accompanying undergarments that came with that particular uniform, and the part of Pinkie’s body that Fluttershy's eyes were drawn to was glisteningly wet. Not only did the sight make her feel extremely embarrassed and uncomfortable, but she also found herself in a similar state.

“I should go. I really need to check with a few of the shop owners on the other side of town for next month’s supplies anyway. Thank you for inviting me—” Fluttershy began, getting up to leave.

Rarity’s head whipped around from watching Pinkie’s tail as she made her way to the kitchen. “Nonsense!” she nearly screamed, blushing furiously and lowering her tone. “I’d be glad to take you on a shopping trip another day. But today, you are a guest, and we’d very much like you to stay.”

Fluttershy reluctantly sat back down, unwilling or unable to convey that she felt like she’d interrupted something very intimate, or that she’d like to go home and spend some time with her hoof thinking about what she’d interrupted. “Okay,” she said, quietly. Her hoof twitched, and she watched it like a hawk to make sure it was going to behave.

“Fluttershy, we very much wanted to talk to you,” Rarity began. “You see, I fear we’ve—I’ve been going about this all wrong. We very much want you to get closer.” She paused, trying to decide how best to express her feelings on the matter. “But everything we’ve tried thus far seems to be having the opposite effect. It’s been very... frustrating,” Rarity concluded, her eyes looking a little wild. “Frankly the whole situation has left us a bit on edge, and I really wanted to resolve that today.”

“You... don’t have to say it, Rarity,” Fluttershy replied, hanging her head.

Don’t cry. Do not cry.

“I already know what you’re going to say.”

“You do?” Rarity said with a start. “I... well, that would certainly make things less awkward. Why don’t you tell me what I was trying to say and we can see if we’re on the same page, as it were.”

“Um... that all of this was a mistake, and...” Don’t cry, it’s going to be okay. “A-and that you want to just go back to being friends again. And it’s okay, honestly. I’ll be fine.”

Rarity opened and closed her mouth several times, unable to respond to quite that much wrong.

“Oh, please don’t be upset! I promise, I’m not angry, or sad, or disappointed!” Fluttershy pleaded with her friend, looking up when Rarity didn’t say anything. “I… I just want you two to be happy. And I’m not helping you do that.”

Rarity just stared at her, not saying a word, her eyes narrowing dangerously. Fluttershy quailed, worried that things would start bursting into flame soon.

“I… I’m sorry I kissed her, and made everything weird for you,” she said quickly, trying to placate her friend. “I just want to start over like it all never happened!”

Silence hung over the room like a scything blade.

“I’m sorr—mmmph?” Fluttershy began, only to be interrupted by a mouth full of Rarity’s tongue as the unicorn lunged forward and embraced her.

Leaning back for a moment to take a breath, Rarity looked directly into Fluttershy’s eyes. Rarity’s eyes no longer looked angry, but determined and compassionate. “Stop. It.” She leaned forward to capture that mouth anew, leading to another surprised squeal from Fluttershy. “Not another word of that nonsense.”

“But—”

Rarity covered Fluttershy’s mouth with her own until she stopped trying to talk.

“Awww, you started without me!”

Rarity broke the kiss, shaking her head at Pinkie. “I’m sorry, darling, but she was getting the entirely wrong idea of why she was here and that needed to stop.”

She turned back to Fluttershy, her eyes softening. “Now, we’re going to need you to listen very carefully, and not jump to rash assumptions. If you do that again I will kiss you until you stop, and I need my mouth to explain myself.”

“Ooo, ooo! I can be on kissing duty!” Pinkie exclaimed excitedly, waving her hoof in the air. “Pick me, pick me!”

Fluttershy just looked back and forth between the two of them, unsure how to process any of it. “Please, I just wanted to—”

Rarity claimed her mouth anew, eyes locked with hers until the other set of lips stopped moving. “I was being quite serious, I won’t hear another word of that nonsense.”

“No fair, no fair! I want in on kissing duty!” Pinkie said, scrambling over to the two of them and planting herself next to Fluttershy. “Okay, go!”

“Can I just—” Fluttershy’s head was turned by Pinkie’s hooves, and she quickly found out that Pinkie had been snacking on some of the sandwiches while she made tea.

“We can keep this up all evening, if you like.” Rarity said with an amused smirk. “Now, are you going to listen or not?”

Fluttershy gave up trying to reply, or make sense of anything, really. Rarity seemed to be determined to change her mind and Pinkie, in turn, seemed delighted to keep kissing her.

“Darling, give her a moment to breathe. I don’t believe she has anywhere near your lung capacity,” Rarity said, gently separating the two.

Fluttershy took several deep breaths, nodding to Rarity in thanks. “Um... okay—” Pinkie was on her again in an instant before Rarity gently parted them once more.

“Pinkie... I do believe she is ready to listen. You can stop kissing her now,” Rarity said, patiently.

“Do I have to?” Pinkie asked, putting on her best puppy dog eyes and pouting out her lips.

The unicorn smiled and kissed Pinkie herself. Fluttershy couldn’t help but feel like Rarity was making her marefriend a promise as Pinkie perked up considerably after the kiss had ended. “Only temporarily, darling,” Rarity said at length, to which Pinkie reluctantly nodded.

“Now, I knew this whole... arrangement had you nervous,” Rarity began, turning back to Fluttershy. “But what I didn’t know was why it concerned you so. And I admit... I was perhaps a bit foolish to try to push forward when you were clearly worried.”

Fluttershy nodded her head, not quite daring to speak.

“Darling... let me begin by saying you are not Gilda.”

“I know,” Fluttershy said miserably. She couldn’t understand why Rarity chose to bring Gilda up at that moment, but it was the first thing she’d understood in a few minutes. “Gilda was strong, and... and interesting. And I’m... not.”

“That’s not what I mean. We asked Rainbow to fill in some of the gaps in your history together,” Rarity admitted, shamefaced. “You know I hate to pry—”

“No, you don’t!” Pinkie chirped, looking quite pleased with herself.

“Quiet, darling,” Rarity snapped back. “I’m trying to make a point here.”

“Sorry!” Pinkie replied, not looking sorry at all.

“Ahem! As I was saying... We know that you had a bit of a love triangle as well, and it ended badly, but that does not have to be the case with us. You are not an interloper here. Nopony needs to be pushed aside,” Rarity continued. “But we won’t force you into anything. We just want to be given a chance. Can you do that?”

“Um... I...” Fluttershy stared at Rarity, not sure how to feel.

“Can I kiss her again?” Pinkie asked.

“Only if she says it’s okay. We’ve been taking a few too many liberties in that regard,” Rarity replied, watching Fluttershy expectantly.

Pinkie flashed Fluttershy her best pleading puppy look. “Can I kiss you? Pleeease?”

“Uhm... well... I… I’d really rather...”

“That’s a ye~es!” She leaned forward, only to be stopped short by Rarity’s magic pulling on her mane. “Hey!”

“Be respectful, love,” Rarity said, affectionately bopping Pinkie on the nose with a hoof. “She was trying to say something, and I, for one, would love to hear it, provided it’s not more of that nonsense about giving up on her.”

Rarity was looking at Fluttershy expectantly, which may have been what caused her to blurt out the words: “Is it weird that my hoof won’t listen to me?”

“Huh?” Pinkie asked, looking down at her own hooves. She looked at Fluttershy’s next, then again at her own, her eyes narrowing in suspicion. “You’d better not get any funny ideas, hoofsies!”

Rarity looked back and forth between the two mares, unsure which of them was making less sense. “I... whatever do you mean, darling?”

Fluttershy sighed, then took a deep breath before trying again. “I’m... I’m weird, and I’m not pretty, and I kissed Pinkie and I’m a horrible friend! Why? Why me? I don’t deserve it, and I worry all the time and I...” She broke off, realizing her attempt to explain herself was an abject failure. “I’m just going to go home now.”

Rarity just looked at her, completely nonplussed by the stream of protests by the mare that seemed determined to drive them away. “Why would you say such hurtful things? You’re not odd, darling, not at all!”

“I am! I...” She hesitated, but after a moment or two, decided it was time. She was going to tell them, and they would look at her in disgust, and never want to speak to her again, but it was better than feeling like she was constantly hiding what she was. “The other day, when I was supposed to come by for tea... I...”

“You didn’t go home. You went to the window, and you watched us. It excited you,” Rarity said calmly.

Fluttershy’s eyes widened. “I… I did, but it’s worse! I...”

“You clopped until you could barely see straight, didn’t you?”

“Yes!” Fluttershy cried out, on the verge of tears. “I’m weird! That’s why—”

“Darling, that’s not so odd as you might think,” Rarity said, cutting off whatever Fluttershy had been about to say. “In fact, I daresay it’s something else we have in common.”

Fluttershy stared at Rarity uncomprehendingly.

“What if I told you that we only just figured that out ourselves roughly an hour ago, and it so excited me that I pulled Pinkie into the shop and proceeded to ravage her? That I was, in fact, still ravaging her when you knocked, thinking about you pleasuring yourself just outside my window?”

There was no reply from the pegasus beyond the soft fwump of wings extending to full display.

Rarity nodded to Pinkie. “You may kiss her now.”

Pinkie pounced on Fluttershy with a squeal of happiness.

Rarity hummed happily to herself as she watched Pinkie kiss Fluttershy, pouring herself a cup of tea and picking up one of the sandwiches. Her eyebrows rose as she noticed the wet spot on her couch cushion that Fluttershy had formerly been sitting on, prior to being knocked over onto her back.

Bother, I really need some kind of cover for my cushions for this sort of thing.

She smiled regardless. If seeing Fluttershy satisfied only cost her a slightly awkward trip to Quills and Sofas to have the cushions cleaned, it was worth it at twice the price. Her eyes flicked to the various windows in her showroom, closing the blinds and flipping the ‘Open” sign to ‘Closed, please come back another time’. She then firmly re-locked the front door, and just for good measure, the back door as well. While she would need to explain Fluttershy’s new status to Sweetie, she very much wanted to avoid a repeat of the last time her little sister had barged in unannounced.

That done, she got up, gently tapping Pinkie on the shoulder. Pinkie broke off her kiss with Fluttershy, looking back to Rarity. “I’d like a turn, darling. And it does appear as though Fluttershy needs some air.”

Pinkie scrambled up, standing aside for her marefriend. Rarity smiled down at the panting pegasus. “Hello, my lovely. Having fun?”

She brushed the pink curtain out of the way, depriving Fluttershy of any cover which she could hide behind. It revealed a rather telling blush on the pegasus’ cheeks. “Um... yes?”

Rarity climbed atop Fluttershy, leaning down to kiss her once more. She squealed into the other mare’s mouth as Pinkie buried her muzzle between her alabaster thighs, lapping eagerly at the sodden folds.

“Rarity?” Fluttershy asked, pulling away in concern. “Are you all right?”

Rarity’s wiggled her hips, urging Pinkie to go deeper with her ministrations. “I’m... Ah! Fine, darling. Pinkie is... getting a little frisky...”

Fluttershy’s wings strained as she realized that not only was she making out with two of her best friends, but one of those was being pleasured by the other while she did so. “Oh... my...” Her hoof snaked down between their bodies, straining to reach it’s target now that its mistress seemed otherwise occupied.

Rarity looked down with those beautiful azure eyes, giving a little gasp as Pinkie nipped playfully at her labia. “Let me... Ah! Help you with that...” She wedged one of her knees between Fluttershy’s legs, pressing it against the entrance of her vulva and applying a gentle yet firm pressure.

“Ah!” Fluttershy gasped as Rarity pushed forward, her breath quickening. Her hoof, content that something was being done, chose to snake itself around Rarity’s barrel, holding the other mare close as its mistress drifted into a blissed-out state.

She was having trouble believing this was real anymore, but every sense assured her that it was. She smelled the perfume, which she now recognized as a poor attempt to cover up the underlying scent that had been hanging in the room. It was a scent she should have recognized; she’d smelled it on her own sheets often enough. She let out a little squeak as Rarity rubbed her knee more firmly into her, brushing tantalizingly against her clitoris and driving her ever closer to the edge.

She clutched Rarity as another hard thrust of the other mare’s knee, combined with watching the look of sheer ecstasy on Rarity’s face as Pinkie made her cum, sent Fluttershy over the edge as well.

They all lay together, a gasping sticky mess of smiling faces. Pinkie wiped her lips on her foreleg, peeking from around Rarity to flash a happy smile at Fluttershy.

Fluttershy simply lay there, fearing to move an inch lest her mind explode.

“I’m gonna go get the rolling pin!” Pinkie announced, bolting up the stairs in a rush. The maid’s outfit was shed on the way up, landing midway up the stairs.

With supreme force of will, Fluttershy managed to utter a single word that summed up her reaction to everything that had happened in the last few minutes. “What?”

Rarity’s eyes finally cleared from their glazed over state. “B-be right with you, darling.” She looked down at Fluttershy apologetically. “Feel free to rest a while, Fluttershy. Pinkie’s been waiting patiently since we were interrupted. We’ll join you again soon.”

“Um...” She opened and closed her eyes several times, still seeing stars out of the corner of her eyes. “Are you going to bake something?” Fluttershy asked, once she could manage to string together words again.

“Hmmm? Oh, no. The ‘Rolling Pin’ is what she nicknamed the first toy we used together.” Rarity untangled herself from Fluttershy’s hoof, leaning down to give her a kiss. “I do apologize for leaving like this but well, you can imagine how worked up she is...” she made a slow stroll up the stairs, swaying her hips and humming to herself.

She turned as she was about halfway up. “Oh, you’re more than welcome to come join us, if you want to watch...” Flashing a slow, languid smile to Fluttershy, Rarity turned back around and continued up the stairs, her tail swishing back and forth in a language older than speech itself.

Fluttershy stared up at the ceiling, trying to figure out what she had done to deserve this, and whether it had been something good or something horrible. The kitchen was only spared a brief glance before she followed the swaying purple tail and the pony attached to it with her eyes. She should probably wait down here. Rarity was going to be with Pinkie. It was private, even if she had been invited.

She completely, and utterly failed to wait.

Pinkie lay back on the bed, a quivering mass of excitement. She had the toy laid out on a pillow, the harness next to it for Rarity to don.

When they’d first done this, she wasn’t sure she was going to like the toy. But something about it being on Rarity had made her excited. She wasn’t a silly pony when it came to sex. She’d seen more than one stallion look at her, and part of her had wondered what it would be like to be mounted. But stallions always seemed... not quite right? She liked them well enough, but they weren’t what got her motor revving. But there had always been a slight curiosity; wondering what it would be like to be covered and rutted, especially during certain times of the year.

After experiencing it with Rarity, it became one of her favorite things ever! She always felt so safe under Rarity, and loved listening to the little cooing noises her fiance (still funny!) made as she thrust her hips, shoving the toy deep inside her and making all those fun little jolts dance around in her belly.

And now, it might get even better! Because Fluttershy was here too, and more ponies always made everything better! She wasn’t quite sure how to work three into the bedroom games yet, but she had some ideas she wanted to try.

Oh! Here comes Rarity! Okay, strike a pose!

She did her best to emulate some of the mares she’d seen in her favorite magazine centerfolds. They always looked so classy and had their manes done just right and they did that kind of half awake thing where their eyes looked kinda droopy. That had always confused her when she thought about it, because why was it sexy to look like you wanted to fall asleep?

Oh no! My face is gonna look all confuzzled now! Quick, I need to fix it!

Rarity chuckled at her expression as she entered the room. She picked up the harness and toy in her magic, fastening it to her waist. “Let me guess, the come hither eyes thing?”

Pinkie nodded, blushing furiously. “I wanted to be just right but those eyes are weird! I mean, I know it’s sexy, but when I think about it I get all confused about why it’s sexy and—”

Rarity cut her off with a long, passionate kiss. “I keep telling you,” she punctuated each pause with a kiss on Pinkie’s neck. “You’re the most adorable, desirable, and utterly irresistible mare to me. Everything else is just window dressing.”

“So... am I prettier than Fluttershy?” Pinkie asked.

Rarity hesitated for a long moment before smiling warmly. “It’s impossible to compare the two of you. You each have your own standard of beauty.”

“You think she’s pretty too, huh?”

“She’s breathtaking in her way, darling. But that doesn’t detract from you in the least.”

Pinkie smiled, satisfied with the answer. She thought Fluttershy was pretty, but that didn’t mean she didn’t think Rarity was pretty. They were just different, and the differences were so fun!

Any more discussion on the subject was closed when Rarity closed her lips around Pinkie’s own, the toy she had donned swaying back and forth as she moved. “Hush now, darling. Leave the philosophy for later. Let’s have some fun.” She lifted Pinkie’s hindlegs up, wrapping them around her hips, and guided the false stallionhood down until it was resting lightly between the slightly parted lips, making Pinkie shiver in anticipation.

Rarity slid the toy back and forth, liberally coating the underside of it with Pinkie’s copious juices. She used her magic to spread the lubrication, giving it an almost polished look.

Pinkie watched in fascination as Rarity then pressed the blunted end in between her lower lips, slowly inching it inside her like the sexiest magic trick ever. After just a few seconds their hips were joined, leaving no sign of the large device currently spreading Pinkie’s insides in the best way imaginable.

They lay together, panting slightly, Rarity giving Pinkie some time to adjust to that feeling of fullness before beginning to gently thrust the toy in and out of her. This was always the fun part for Pinkie. Yes, she’d found ways to do this for herself, (the catalog Rarity had offered a lot of choices, and her current favorite was one that came with a suction cup that she could stick to her bedpost and just back up into) but she could never quite match how Rarity did it.

On her own, she always got too excited and slammed her hips into the post at a breakneck speed. She could reach a climax, obviously, but it wasn’t as nice as the slow and gentle pace Rarity kept. It always left her wanting more and made the spring in her belly coil tighter than she could ever reach on her own. Rarity always seemed to know when to speed up or slow down at just the right times and when she actually did hit that big bang it made her hair curl! Or... curl more anyway.

Besides, there was this look in Rarity’s eyes that Pinkie just adored. Rarity liked to mount her like this. Rarity liked to be in control, and Pinkie liked to give her that control. Other times, she liked to take the control away. Not in a mean way, of course. But in a playful way. Like a prank, only sexier.

Thinking of pranking briefly lead her mind down some interesting pathways involving using a rubber chicken to clop herself. Sometimes she wondered if that was strange, but she dismissed the thought as being silly.

She gasped sharply as Rarity hit just the right spot, wiggling her alabaster hips with a playful look in her eyes. Pinkie smiled back, arching her back up to reach Rarity’s lips with her own and clasping her forelegs around the other mare’s neck. She knew Rarity usually liked to be upright for leverage, but she wanted to feel her against her own chest. She loved the fluttery feeling that settled in her stomach every time she could feel their hearts beat in unison.

Speaking of fluttery, she caught a glimpse of pink mane just behind the door! Part of her wanted to call out, and invite her to come inside, but she didn’t want Fluttershy to feel bad. It seemed like a strange thing to be worried about. She loved watching Rarity when they made love. It was like, her favorite thing ever. Except maybe for cupcakes, but only if they were really good cupcakes.

Actually, she’d never had a cupcake that was better than making love with Rarity, but she decided that she’d start researching it first thing in the morning. If they were that good, they’d sell a ton!

But if they were really that good, she might not want to sell any! Actually, what if they were so good she stopped wanting to make love with Rarity? That would be horrible! Maybe if would be better not to meddle the affairs of godlike cupcakes after all.

Fluttershy peeked around the door, trying to be quiet. They knew she was there; they had to know. Rarity had invited her to come join in, and... and she was here, watching.

Why was she watching? Because... she couldn’t not watch. She was scared, but she couldn’t look away from what was happening in the room. While she had seen her animals mating, it had always seemed... distant, disconnected from who she was. She had never looked at a stallion as being an object of attraction. It had always been mares who set her loins on fire, but now seeing Rarity and Pinkie being that close... seeing Pinkie’s lower lips lewdly stretching to accommodate the toy aroused her more than anything ever had. Before, she had wanted to be Rarity. But at that moment, she wondered what it would be like to be in Pinkie’s place.

Of course, the fact that Rarity lips were winking didn’t hurt, and though she was still being torn by indecision, the part of her that wanted to join in was slowly gaining ground, and would win if she didn’t stop it.

“Darling,” she heard Rarity say, shocking her to her senses. “As exciting as it is knowing you’re peeking in from behind the door, I think it would be more comfortable if you lay down on the bed with us.”

“I...” The part of her that was still unsure screamed at her not to move, but she couldn’t just ignore Rarity, could she? That would be impolite, and rude, wouldn’t it? “O-okay.”

She crept inside, crawling up onto the large bed. Pinkie’s smile got even bigger as she came into view.

“Hey!” Pinkie gasped out between happy little squeals.

“Um... hi.” Fluttershy averted her eyes from what they were doing down... there, and kept them fixed on Pinkie’s face. “Doesn’t that hurt?”

“Huh?” Pinkie looked down, surprised at the question. “Nah! I mean... the first time, a little. Kinda like a bee sting? Only more like a great big rubber thing spreading me wide open. I guess that’s not the same.”

“Darling, would you do me a favor and nibble on her ear? I can’t quite reach it like this,” Rarity asked as she thrust the toy as far as her hips would allow her to go into Pinkie. “The left ear, just below the tip.”

Fluttershy’s eyes got wider as she watched Pinkie arch her back, burying her head in the pillow she was propped up on. She hesitantly leaned down, taking Pinkie’s ear in her teeth and nibbling on it gently.

The effect was immediate and startling. Pinkie’s whole body stiffened, then relaxed, making her appear boneless. Fluttershy knew what it meant, of course, but she didn’t know what to do. She looked up at Rarity for further instruction but found only satisfaction on the unicorn’s face.

“That’s the first one,” Rarity said, pleased. She ran her hooves along Pinkie’s tummy, causing her to shudder and shake in post-orgasmic bliss. “I wonder, sometimes, just how many she could manage if I had the stamina to do her justice.”

Pinkie’s eyes rolled back into her head, and her whole body stiffened.

“That would be two,” Rarity said with a chuckle. She was holding very still, trying not to over-stimulate her darling Pinkie, but it was trying for her. She was terribly excited, and really would have liked to keep rutting Pinkie senseless. She had learned better, however. No more trips to the emergency room only to be sent home with ice packs and painkillers. One of them had to have restraint.

Fluttershy’s eyes widened. Pinkie was... really really quick.

“H-hey,” a small voice whispered up to her.

She looked down in surprise. She’d never seen Pinkie look so... tired. “H-hi,” she replied.

“Do... do you think you could maybe...” her voice dropped down to near subaudible levels. Fluttershy wasn’t quite sure she could do what was being asked of her, but she nodded her understanding.

She crawled off the bed, slowly circling around to Rarity who was currently engaged in slowly picking up a rhythm once more. She wrapped her forelegs around the other mare’s chest.

“Fluttershy?” Rarity asked in evident confusion. She relaxed when she felt the other mare nuzzling her neck. “Oh, that feels wonderful, thank you!”

“Rarity? Um... is it okay if I touch you?” Fluttershy asked, her hoof barely being restrained while she waited for permission.

“Hmmm? Well, certainly, darling—” Her hips jolted forward as Fluttershy’s hoof stroked up and down her cleft, while the shy mare continued to nuzzle her neck.

The hoof deftly parted the glistening lips, finding Rarity’s bud and gently pressing into it while the frog spread her vulva. While the strapon Rarity was using did have a little nub on her end to stimulate her, all it generally did while she made love to Pinkie was further excite her.

Now, with Fluttershy’s hoof providing more direct attention, she was getting very close to her second time as well. Her normally practiced movements quickly accelerated beyond what she thought would be comfortable for Pinkie, yet she couldn’t help herself. As she came, she buried herself deeply inside Pinkie, feeling her fiance’s body spasm in bliss beneath her. She let out a loud scream, and would have collapsed if not for Fluttershy quickly holding her close with both hooves.

Rarity simply let herself be held upright by Fluttershy for a time, finally finding the strength to sit up on her own power. She turned back to Fluttershy, sneaking a kiss on the cheek before tiredly pulling the toy out of Pinkie with a wet plop, detaching the harness from her waist and floating it to a nearby towel where it would be cleaned and readied for the next time. She lay down beside Pinkie, the latter still looking skyward with a happy glazed expression.

Fluttershy just looked down at them both, unsure what to do. Should she thank them and leave? Would it be intruding to lay down next to them as well?

Pinkie came to her senses, squealing happily. She looked at Fluttershy, looked at her unoccupied side, and fixed that by reaching out and pulling her down to lay beside them. “Hey, you!” Pinkie said, kissing Fluttershy on the nose. “How you feeling?”

“Um...”

“I’m going to venture a guess and say that means ‘a little overwhelmed,’” Rarity said with a chuckle.

“Yes,” Fluttershy confirmed, very quietly.

“I’ve been dreaming of that moment for the last few days.” Rarity ran the tip of a hoof along Pinkie’s chest, languidly stroking the short pelt. “And knowing the attraction was definitely mutual? It was all I could do not to toss you on the floor and ravish you.”

Fluttershy was finding it very difficult to keep her wings at her sides.

Pinkie hugged her two friends, or her fiance (snerk) and her... marefriend? What did you call the third pony? She made a mental note to ask Rarity about that. It seemed important. Anyway, she hugged them close, feeling the most happy that she could ever remember feeling in ever. “That was fun! Anypony want food before round two?”

“R-round two?” Fluttershy asked, her knees shaking slightly. She wasn’t sure she was ready for round two. She wasn’t sure she was ready for round one, and that had already happened!

“Food sounds lovely, Pinkie. Do you think you could get out a bottle of cider as well? I’m feeling parched.” Rarity kissed Pinkie fondly, allowing her to get up from in between the two mares.

“I’ll be right ba~ack!” Pinkie called back, skipping down the stairs.

“I did tell you she was full of energy, did I not?” Rarity said, watching Pinkie go. “So, so much. Maybe you could help me tire her out a little.”

Fluttershy didn’t trust herself to speak. She barely dared to breathe.

Rarity turned her head back to Fluttershy, smiling fondly. The smile dropped when she saw the shell-shocked expression on her new paramour’s face. “Darling, please talk to me? I... I know this was very sudden, and a bit forceful, but I just wanted to show you in the most obvious way how much we both adore you. I felt... perhaps we were being too standoffish, and that the best way to approach things might just be to jump in. Was... was I wrong?”

There was no response at first. Fluttershy wanted to reassure her friend, but she just didn’t know how to answer. “I... I don’t know. I’m still worried. I guess... I guess that’s not going to stop. I just... you’re important to me. I want you to be happy. And... I don’t know what’s best.”

“All right. That’s a start.” Rarity exhaled a long held breath. “The truth is, I don’t know either. Maybe it won’t work. But I won’t accept that without exploring it.” She reached out to touch Fluttershy’s cheek. “I’ll swear to this, though. No matter what happens to us, we will always remain friends. Think of this as... a very close friendship, with some added benefits. We offer love and companionship, and we only ask the same in return until you’re ready for more.”

“But... I mean... what you and Pinkie have...”

“What we have is not diminished by sharing it with you, love. Calm your fears. I won’t ask you to stop being afraid, but take heart that we’ll be there for you, if you’ll only let us.” Rarity leaned forward, claiming Fluttershy’s lips for her own.

Finally, in that moment, Fluttershy let go. Every attempt to push them away had only made them try harder, and she was tired. Tired of being lonely, and scared, and feeling worthless. She didn’t understand how or why they could feel that way for her, but continuing to question it would only hurt their feelings. She melted into the kiss.

It was... different than with Dash, or Pinkie. Because she wasn’t succumbing to her own love for somepony else, which had ultimately gone badly with Dash, and doomed her with Pinkie. She was letting somepony else love her. It was the most wonderful feeling in the world.

“Darling? Why are you crying?” Rarity asked, pulling away in concern.

Fluttershy only buried her head between Rarity’s forelegs. She felt safe, and loved. It was like coming home for the first time in her life.

“Hug pile!” A loud voice announced before Fluttershy heard a pony making a running start and leaping onto the bed.

She looked up, seeing a struggling Pinkie being held in place by magic.

“Lemme go! I wanna hug too!”

“Gently, darling. Fluttershy is having a difficult time. Stop thrashing and I’ll set you down.”

Pinkie obediently went limp, allowing herself to be laid down behind Fluttershy, at which time Fluttershy felt herself being wrapped up by four very clingy hooves.

She put her head back down against Rarity’s chest, sighing happily. This was what she’d worried about. This was what she’d tried to avoid. She felt like the world’s biggest idiot.

“Can I take your silence and continued snuggling to mean you have conditionally accepted our offer?” Rarity asked, hopefully.

Fluttershy nodded into Rarity’s chest. Somewhere, far in the back of her mind, the part of her that worried about everything fretted over how her tears were matting Rarity’s coat. She paid it no mind.

That moment might have gone on forever, had she not remembered that she was snuggling with two very attractive mares, one of whom had seemingly endless energy and enthusiasm. Her hoof twitched, and for once, she and it were in accord.

“Did... one of you mention... round two?” she asked, trying not to sound too demanding.

Pinkie sprang up from the bed, scrambling out the door. “I’ll get the chocolate syr~up!”

“Not in my bed, you won’t!” Rarity called back, exasperated. At Fluttershy’s confused but interested look, she relented. “Fine. Get the whipped cream, while you’re at it. But you’re doing the linens!”

Fluttershy wasn’t sure what was going to happen. But she couldn’t wait to find out.