Asmodeus awoke uneventfully. One second his eyes were closed and the next they were open. He took a deep.breath, savoring the air of the mortal world. It had been a long time since he was last able to.

He was on his back, his body stretched out to the four corners. With a start he realized his lovers were absent from the peaceful bed. Even a demon could have morning grogginess, so it took him a few seconds to gather the willpower necessary to get up and look for them. As soon as he made a movement to get up though he was stopped by a cyan hoof pushing him back down.

"Where do you think you're going?" Rainbow asked, her voice coming from the foot of the bed, "we haven't finished our study session down here yet."

With a raised eyebrow Asmodeus lifted his head to see what was going on and was graced with a sight that was burned into his mind for millennia.

Rainbow, Applejack, and Twilight were down near his crotch, surrounding his prominent morning wood. Twilight was in the middle, between his legs, with the other two on either side of him.

"Morning sugarcube," Applejack said cheerfully, "Twilight here cast a silence spell so we could talk without waking you."

"And what were you talking about?" Asmodeus asked.

Twilight spoke up,

"Well, first we talked about last night... and we discovered that I'm the only one that hasn't....." her voice trailed off as her face turned tomato red

"Hasn't what?" Asmodeus asked with a knowing grin.

"I'mtheonlyonethathasn'tsuckedyourcockandIreallyreallywanttosocanIplease?" Twilight sputtered out with Pinkie-style speed.

Asmodeus chuckled from deep in his chest,

"I'm your demon Twilight, you don't have to ask."

Twilight squeed and gave the incubus a sheepish smile before returning her gaze to the massive cock in front of her. She tentatively reached out a hoof and gently grasped the demon's pole. All 3 mares stared intently as Twilight idly ran her hoof up and down.

"How does this even fit?" Twilight asked out loud, "The head alone is more than enough to trigger a ponies gag reflex, and you both had the entire thing down your throat! It should have ripped open your esophagus, ignoring that you wouldn't even be able to breath!"

Twilight then continued her rant, failing deeper and deeper into hysteria. In order to head of the impending storm Rainbow swiftly reached over and pulled Twilight into a deep kiss. It wasn't nearly as lustful and dirty as the ones last night, but it was enough to restart Twilight's mind.

In a short few seconds Twilight had recovered enough to return the kiss, her tongue dancing with Rainbow's in a good imitation of ballroom dancing. Small moans escaped from the mares intertwined lips.

Eventually the kiss broke and Rainbow stared deep into Twilight's eyes.

"Two words Twi, Magic. Cock," Rainbow emphasized.

Twilight smiled an embarrassed smile before turning back to the fuck pole in front of her.

"I'm sorry, I just never did this before," Twilight admitted.

Applejack laid a comforting hoof on her shoulder,

"Don't worry none Twi, ya think me or Rainbow know more about this then you? You just gotta go for it. Start with a lick okay?"

Twilight nodded,

"Okay".

Than slowly, ever so slowly, Twilight leaned forward, extending her tongue as she did so. With a small groan from Asmodeus, her curious tongue touched the base of his cock. With extraordinary slowness Twilight licked her way up the gargantuan rod in front of her. The demon's musk filled all her senses, the thick odor clouding her mind. Twilight's exploratory tongue eventually reached the flared head, where a small pool of precum awaited her.

When Twilight came into contact with the heavenly fluid her eyes opened wide in surprise, it tasted exactly like Don Ponygnon, Don Ponygnon mixed with sex that is. Her parents had let her take a sip of the expensive champagne when she was a filly and it had been a guilty pleasure of hers since she was old enough to buy it. She kept a stash bottle hidden away in the kitchen.

Her journey completed she leaned back with a shudder. For a few seconds she savored the taste on her tongue. Eventually she opened her eyes and gave the 3 others in the room a bright smile.

"Wow," she said simply.

The two mares next to her gave her knowing smiles. They reached out with their hooves and pointed the cock toward Twilight. The poor mare couldn't resist her desire if she tried, she leaned back down, her mouth opening as she did so.

A deep rumble traveled through Asmodeus' body as Twilight's lips gently suckled the head, doing their best to draw out his precum. Twilight repositioned her hooves to better angle herself and opened her mouth as wide as she could. With a satisfying pop the head entered her mouth. Rainbow and Applejack's hooves slowly traveled down their bodies to tease at their moistening lower lips as they watched the friend give her first blowjob.

Twilight stamped down the rational part of her mind that told her that even the head was too big to fit in her mouth. That line of thought thoroughly extinguished, Twilight began swirling her tongue around to gather any amount of the demon's juices she could. Every time her tongue claimed another drop, another trickle, it sent shocks of pleasure racing down her spine. Her nether lips began to moisten as her enthusiasm grew.

Loud slurps began to sound from the debauchery taking place in Twilight's mouth, syncing in harmony to the moans Applejack and Rainbow let out. The two of them were rubbing their hooves across their nether lips as Twilight began to Bob her head up and down, swallowing more of the demonic cock every time she went.down. Their hooves danced across their mounds, spreading their lips ever so slightly as pleasure racked their systems. Their juices leaked from them, thoroughly coating their hooves in a sheen of sex.

Twilight sucked the cock in her mouth deeper and deeper, moaning as it poked against the back of her throat. Precum was now flowing in a steady stream down her throat, the warmth of it pooling in her gut to spread throughout her body. She felt the two mares next to her shift their position. She opened her eyes to see Rainbow and Applejack to start licking the length of the cock that wasn't in her mouth. The two other mares licked up and down, essentially kissing the cock as they went.

Now Twilight had an extremely sizable amount of manmeat stuffed in her mouth, but there was more than enough for Rainbow and Applejack to worship. Their tongues frolicked up and down, slobbering onto the demonic rod in front of them. The three mares moved in varying paces, at sometimes they were moving at as fast as possible, soon after it was a languid enjoyment.

Twilight could feel Asmodeus' heartbeat through the massive tool splitting her mouth. On a downstroke Twilight sucked a little to hard and the head popped into her throat. Her eyes immediately opened wide and she tried to pull off but the strong legs of Applejack and Rainbow stopped her.

"Just breath Twi," Rainbow said soothingly.

"Just keep swallowing and relax," Applejack added.

Twilight nodded as best she could with a fencepost down her throat. Forcing herself to relax Twilight slowly brought herself lower, and lower , and lower. She soon had half of it down her throat, causing a noticeable bulge to form. Both Rainbow and Applejack began giving Twilight lovebites on the tip of the bulge as it continued to move down her throat. The combination of feelings was scrambling Twilight's mind.

Now Asmodeus had an extreme amount of control, as expected as the Lord of Lust. But even he could not ignore the pleasure of Twilight's virgin throat. Cum began to churn in his great heavy balls. He could feel the pressure rising, just waiting to be released.

With a sudden cessation of motion Twilights muzzle bumped against Asmodeus' groin, her warm breath tickling his crotch. Rainbow and Applejack slowly licked up Twilight's neck, following the curve the cock buried in their friend. When they reached the end they lifted their heads above Twilight and leaned into a loving kiss. Asmodeus' could see their tongues chasing each other around, competing for dominance, an Iron Tongue Competition of sorts.

Twilight slowly pulled back, the cock leaving her mouth. She moved at a lethargic pace, the massive fuck stick slowly reappearing from the depths. It kept coming and coming and Twilight kept fawning over how huge it really was. When only the head remained buried, Twilight forced herself back down. This time not stopping once until the cock was completely buried once again.

Again and again Twilight did this, piercing her throat as her tongue was assaulted with the taste of pure sex. Copious amounts of drool spilled from Twilight's mouth to lubricate the cock abusing the mare's throat. Dirty, lusty, debauched noises rang throughout the room as Twilight gobbled down the demonic cock.

"I'm going to cum Twilight," Asmodeus' deep voice announced.

All three mares moaned in response Applejack and Rainbow broke their kiss in order to watch what Twilight would do.

A few seconds later the first rope of cum splattered into Twilight's mouth, thoroughly coating it in sex incarnate. It continued for a few seconds, he was practically pissing cum. Twilight immediately sucked he cock into her throat, reveling in the filling of spunk being pumped directly into her stomach.

The three mares immediately came along with the incubus, thick juicy spurts of their feminine need splattered to the bed, thoroughly wetting the blankets. Twilight pulled back again, cradling the head with her tongue as more ropes of cum shot into her mouth. The other two mares expected Twilight to be overwhelmed by the onslaught, and eagerly awaited for her to pull of and receive a full on facial.

This did not happen. Applejack and Rainbow watched in awe as Twilight's cheeks bloated with cum. They spread wide, wide almost an obscene amount as rope after rope of cum accumulated. Applejack and Rainbow could literally see the spunk traveling up the demon’s cock, the powerful muscles clenching as they did their sacred duty.

Eventually the spasms died down and Twilight’s engorged cheeks looked they were fit to explode. Twilight slowly took her mouth off of the softening cock while doing her best to make sure none of the demon’s load escaped. Despite her best efforts a glob of it slipped from in-between her lips to splat wetly on the blankets below. Twilight hastily reached out a hoof and pulled Applejack to her, as soon as their lips touched Twilight forced some of the cum into Applejack’s mouth. The cowpony’s muscles immediately slackened as the cum rolled into her mouth, she swallowed a fair bit of it as a sizable lump visibly traveled down her neck. Even with that more than a fair share remained, which Applejack blissfully swirled around her mouth.

One mare down, Twilight pulled a non-resistant Rainbow to her. Instead of being pulled into a kiss Rainbow turned her head and opened her mouth, all but begging Twilight for a share. The unicorn giggled through the cum and allowed globs of cum to dribble from her mouth into Rainbows. The mare closed her eyes in ecstasy as her mouth was thoroughly drenched. After receiving her share Rainbow followed Applejack and swallowed a fair bit.

With an unspoken que, all three mares leaned in once again tried to pull off a three-way kiss. It was certainly not a clean attempt, as dribbles of cum fell from the mares’ intertwined mouths to splat on the covers below. Even with the amount being lost, the mares eagerly transferred what they could between each other. At some points a single mare had two tongues plunging into her, and others three cum covered tongues formed a braid of sorts.

Eventually, after all the cum was swallowed and savored the mares all leaned back.

“So how was your first blowjob Twi?” Rainbow asked, already knowing the answer.

Even with her vocabulary Twilight failed to formulate a proper response.

*****

An hour or so later, after Applejack cooked the girls one of the best breakfasts they ever had, the girls soon went their separate ways to go about their respective day. When asked why an ancient demon lord wasn’t able to cook, he replied,

“Whenever I spent a significant of amount of time in this world, I was in a harem. And there are better things to do in a harem than cook.”

The next line of conversation was something the mares didn’t really want to think about; how long would Asmodeus be staying?

When asked, he simply responded,

"You’ll know when its time for me to go."

The mares decided to play it by ear.

Applejack and Rainbow both had jobs to do, so reluctantly they took their leave. Promising to return later that night. On the other hoof, Twilight, for once, had an free day. She was going to spend it re-shelving the library, but she had a much more interesting thing to do now, namely learn all she can about the demon sharing her home, and her bed, for the time being. Currently they were sitting in one of the private rooms of the library, a quaint coffee table in the middle of them.

“So, Asmodeus, you seem to be enjoying that hot chocolate,” Twilight observed with a smile.

The almost godlike archdemon was currently draining a steamy mug of the sweet drink. He even had asked for extra marshmallows and whipped cream after Rainbow had done the same. He gently put the cup down and readjusted himself in his seat.

“I apologize Twilight, in all my years I have never tasted such a drink. It is nothing short of spectacular,” he said with a small blush.

Twilight giggled,

“I’m sorry. Its just funny seeing an archdemon act like a colt.”

Asmodeus nodded slightly,

“Yes, I do see the humor in it,” a small smile spread across his lips, “It has been a long time since I was summoned, I feel like a colt with all these new experiences.”

“How long was that?” Twilight inquired.

“73 years of your time, but the years flow differently in Tartarus, a day here is three there.”

Twilight’s curiosity was peaked,

“So who summoned you?”

Asmodeus shook his head,

“I’m not at liberty to say. Its part of the agreement my kind made with Celestia when we were banished to Tartarus.”

That bit of information didn’t really matter to Twilight much, but she the demonic lexicon she was in possession of did not mention it.

“Agreement?” Twilight asked.

Asmodeus cleared his throat,

“Back when Discord ruled this world, demons roamed free as well. When your princesses defeated him the next thing they did was to start imprisoning the demons. But there were too many demons and only two Princesses. By the time they got them all, the damage would already have been done. So she came to us, the archdemons, with a deal. If we willingly went to Tartarus, and took our underlings with us, she would allow ponies to summon us from Tartarus. There were other conditions of course, but they are similar to a standard business deal, non-disclosure and whatnot. It seems one sided, but it was the best we could get as the Princesses had the Elements of Harmony on their side,” he took a deep breath, “it was a shame. I was good friends with your Princesses.”

Twilight’s eyes opened in shock,

“What!?”

Asmodeus chuckled,

“Surprised? but yes its true. I have some good memories with your Princesses. And I dare say that without that friendship the other archdemons wouldn’t have left so easily, as it was my testimony that convinced them to accept the terms.”

Twilight smiled,

“Well, its certainly a good thing that you were there! My book didn’t say a single thing about that, it was just an encyclopedia of the different types.”

Twilight saw the demon’s brow furrow,

“May I see that book?”

“Oh sure,” Twilight said as she went to retrieve it.

A short while later she returned, the black book hovering in a lavender aura next to her. Asmodeus’ horns lit up in their red hue and took the book from Twilight’s magical grasp. When his magic mixed with Twilight's for a split second the mare could feel the immense power of the being in front of her. His magic felt strangely similar to her own harmonious magic. A good metaphor was that the aftertaste was different, Twilight couldn’t quite place a hoof on what exactly was it was though.

The demon floated the book onto the coffee table in front of him. His powerful chest let out a deep sigh as his eyes roamed the cover. He tentatively reached out a hoof and traced the pentagram on the cover, as well as the stray marks that time had made. His tongue quickly darted out to wet his lips.

“Are you okay?” Twilight asked, the demon’s usually stoic self was disappearing.

“I am fine Twilight,” he responded simply, “this book simply belonged to a good friend of mine at some point,” his eyes began to water slightly.

Twilight’s heart immediately leapt for the demon. She scooted her chair over next to him and she wrapped her hooves around him in a warm embrace.

“What was her name?” she asked softly.

“It was a he, and no he did not summon me for sex. He wanted to write a book on demons, it was a two volume set and he only managed to make one copy before he passed away.” He smiled softly, “He was a brilliant mind. A mortal like him may come around once in a millennia,” he nuzzled Twilight gently, “he reminds me of you.”

“What was his name?” Twilight asked again.

“Star Struck. You probably know him by his title, StarSwirl the Bearded.”

Twilight’s mouth opened in shock.

“You knew StarSwirl the Bearded! I own a book that StarSwirl the Bearded wrote! by hoof! and its the only copy!”

Asmodeus calmly quieted the mare,

“Yes. This book is all those things. I was there when he penned it.”

“I have so many questions! What was he like! Is his portrait accurate!”

Asmodeus lifted a hoof and once again silenced the mare,

“He was a lot like you, same drive, same tendency to obsess over things. And yes the portrait was accurate,” his voice suddenly grew quiet, “I missed his funeral you know. I was stuck in Tartarus and nopony would summon me for the funeral. Luna was banished a mere century ago at that time, and Celestia was too heartbroken to do it.”

Twilight hugged the demon deeper,

“I’m sorry.”

“It is the weight of eons Twilight.”

Twilight looked up at the demon, his soft brown eyes looking remarkably vulnerable.

“Is there anyway I could help?”

The demon shook his gigantic head,

“No. Just live your life fully Twilight,” he took a deep shuddering breath, “Live it fully, so when you pass I can look back and know at least you died happy. To many others haven’t.”

The demon could feel Twilight nod into his shoulder.

****

The weather schedule for today called for clear skies, which Rainbow was extremely thankful for as it was the easiest thing to do. In ten seconds flat she cleared away the clouds and was now going to do something she promised herself she would never do.

She was currently standing outside the Carousel Boutique shuffling nervously from hoof to hoof. She tentatively reached out a hoof and knocked on the door. A few seconds later Rarity called from inside,

“Oh please do come in!”

Sighing, Rainbow pushed the door open and entered her own personal Tartarus: the circle of frou frou. The soft clop clop of her hooves on the tiled floor echoed through the empty shop. Rainbow wasn’t surprised, most ponies had other things on their minds during heat weak. Rarity suddenly came trotting out of a side room,

“Welcome to Carousel Boutique, where everything is chic unique and…” Her usual greeting died on her lips as she say Rainbow of all ponies standing there. The prismatic mare watched silently as Rarity looked her up and down and sniffed the air a few times.

“Rainbow, darling, your heat is gone.”

Rainbow nervously rubbed the back of her head,

“Umm… Yea I kinda found a… stallion to take care of that for me.”

Rarity immediately rushed to the mares side,

“Oh no! He didn’t take advantage of you did he? Please don’t tell me he broke your heart! He did didn’t he darling, and you came to me for help! Well of course I’ll---” the ivory mare was unceremoniously cut off as Rainbow shoved a hoof in her mouth.

“No! Why would you even think that? Listen, I’ll happily give you the story, but thats not what I’m here for right now,” Rainbow started fidgeting as her nervousness grew.

After motioning for Rainbow to remove her hoof, which she promptly did, Rarity responded,

“Than what are you here for darling.”

Rainbow’s fidgeting grew noticeable and she licked her suddenly dry lips. Rarity watched in curiosity/confusion as she waited for her tongue tied friend to finally respond. Eventually Rainbow looked away turning her head away from the confused fashionista. Coincidentally her gaze fell on a perfectly placed mirror. Rainbow stared at the reflection, her reflection.

“I’m beautiful,” she said under her breath. Her confidence suddenly restored she turned back towards Rarity, “I wanted to know if you could take me to the spa today?”

Rarity’s mind literally shut off, leaving little more than a standing in its place. She opened and closed her mouth a few times, her shattered mind trying to formulate a proper response. Eventually she managed to squeak out a single word,

“Huh?”

No pony said it would be tactful.

Rainbow took a deep breath,

“Rarity will you Take. Me. To. The. Spa,” she emphasized every word.

Apparently hearing it a second time was enough for Rarity to reconstruct a semblance of her mind,

“Well of course I would darling. Derpy lent Time Turner to the spa twins, bless her heart, so they could stay open for business this week. I was actually just about to head over there myself, I would normally go with Fluttershy, but the dear is on a date with Big Macintosh today,” she cut herself off, “Sorry…. I’m rambling darling, I would love to take you to the spa.”

“Err… Thanks Rarity.”

“Think nothing of it! Now, lets be off!”

The unicorn then marched out the door, the pegasus quickly following.

A short while later Rarity held open the door to the spa for Rainbow, who entered it somewhat shyly. The chiming of the bell above the door announced their presence to the spa twins who swiftly appeared from a small office.

“MIss Rarity! how lovely to see you!” Lotus said with a smile, which quickly turned into a look of shock as she saw the regular’s companion, “And Miss Dash you too? I must say this is unexpected.”

Rainbow chuckled nervously,

“Yea, its kinda a spur of the moment thing.”

Aloe just smiled,

“Well, if I say so myself its about time you came in here. All the things I could do with that lovely mane of yours! We’re going to make you look fabulous.”

Rarity clacked her hooves together,

“Well lets get started then!”

In short order Rainbow found herself soaking in the massive hot tub that dominated the main room of the spa. Rarity was struggling to make small talk but it was clear what she really wanted to discuss.

"Alright Rarity, I'll tell about last night," Rainbow suddenly said.

Rarity huffed,

"Well about time Darling. I was practically dying over here."

Rainbow chuckled,

"I know but it was funny seeing you squirm."

To her credit, Rarity didn't respond to the jab. Rolling her eyes she just motioned for Rainbow to start. The pegasus took a deep breath and ran through the story that they had come up with during breakfast.

"Well he's not from around here, Twilight actually knows him from Canterlot, he was a foreign exchange student from some weird country."

"What's his name?" Rarity inquired.

"Asmodeus."

Rarity's brow furrowed,

"Well its certainly exotic, but I suppose that makes sense."

Rainbow nodded,

"Well he certainly looks it," Rainbow continued with a dreamy look, "his mane looks like fire. And he's big, like as big as Celestia. And his voice! It's deep, and the way it just rolls over you," Rainbow shuddered in remembrance.

"He has these brown eyes that just make me melt."

Rarity smiled,

"Well he certainly sounds dashing. Is it safe to assume that he has something to do with you coming here?"

Rainbow nodded.

"Well please darling, do tell."

The prismatic made sighed and sank down into her seat,

"Listen Rares I don't want you to feel bad okay?"

A now confused Rarity hastily agreed.

"Well the truth is, I always felt kinda... Ugly whenever I was next to you or the other girls. I mean you and Fluttershy are like insane, and Applejack has her rugged cowpony thing going on. I just felt plain," a smile then spread across Rainbow's face, " but he called me beautiful Rarity. He looked into my eyes, and called me beautiful. And by Celestial he meant it."

Rainbow looked up and saw Rarity's eyes start to tear up. Her hooves were over her mouth in an expression of shock.

"And that's not it Rarity," Rainbow took a deep breath and cleared her throat, "So by that time I was two steps from begging for him to mount me," Rarity blushed but did not stop listening, "but he didn't. Rarity he groomed me. He picked out the junk I picked up while flying and then he preened my feathers! He…. he made me feel beautiful.”

Rarity reached out a hoof and laid it on top of Rainbow's,

"Darling, you are a beautiful mare. I can't believe you didn't think that."

Rainbow nodded slightly,

"I know that now," she leaned back in her seat, "and so I came here, cause looking good never hurt anypony."

Rarity smiled,

"Trust me darling, by the end of this you will look positively angelic. And if its not to much to ask, how was he?"

"How was he in what?"

Rarity blushed and made a few suggestive gestures with her hooves,

"In bed darling."

It was Rainbows turn to blush,

"Oh... Umm I can't even describe it. But I don't think I'll ever be able to top that."

"Was he... You know.... Big?"

Rainbow's brow furrowed and she held up her hooves, "roughly," and then began to extend them. Rarity's jaw dropped farther and farther as Rainbows hooves drew farther and farther apart. Eventually Rainbow stopped.

"About this. And thick too."

Rarity's normal poshness forgotten, she simply responded,

"How in the hay does that even fit?"

*****

Applejack trotted along the dirt road to her home. She saw Rainbow flying around earlier, swiftly clearing the sky. The days cheery mood seeped into her own, leaving a near permanent smile on her face. She hummed a dainty tune as she made took the turn towards Sweet Apple acres. A few minutes later she arrived at the farmhouse, a jolly Granny Smith was slowly rocking away in her chair.

"Well look who finally decided to come home! Where did you run off to last night?"

Applejack stopped in front of the elderly made and tenderly nuzzled her,

"Just spent the night over at Twilight's Granny. Sorry I forgot to tell you."

"Oh shush, Applejack, you obviously were busy over there. Bout time ya found yourself another stallion."

Applejack immediately blanched,

"I don't know what you're talking about."

"Ppshh. Please dearie, I've been around long enough to tell when a mare just got a nice buck.,” she pointed an accusatory hoof at the farmer, “and you Applejack are a prime example."

Applejack huffed.

"Alright fine, yes I got bucked last night, and yes it was fantastic, and yes the stallion was good looking," Applejack replied quickly, wanting this conversation over with.

"About time to, ever since your last stallion I've had a bigger libido than you, and I'm over a hundred years old!"

"Grannyyyy," whined an uncomfortable Applejack.

"That stallion was wrong Applejack, he used you and betrayed you. But somehow, you got it in your thick skull that just because sex with him was bad, it was bad with every pony!"

Applejack moved to shush the now shouting elder,

"Granny, I know that now. Believe me I do."

"Well good! Now what is this new stallion's name anyhow?"

"Asmodeus"

Granny immediately sat up straight and her eyes opening wide,

"Asmodeus!? The Lord of Lust!?"

Applejacks face told the truth, even if her mouth tried to deny it. But to her surprise Granny Smith continued,

"That's fantastic! If any pony was able to get it through your thick skull that sex is a good thing it would be him."

Applejack's rump hit the porch with a thump.

"Ya know him?"

Granny nodded smugly,

"Sure as hay do. Took a ride on him myself when I was your age."

Applejack's jaw hit the porch as well.

"Don't be so surprised, I was a mare in her prime way back when! Stumbled across an old summoning doohickey when our family was traveling around Equestria. I fiddled with it for a while and lo and behold, he appeared in front of me. Gave me the best buck of my life that day."

Granny's eyes swam freshly recovered memories.

"How long ago was this exactly?" Applejack asked.

Granny rubbed her chin,

"73 years, 2 months, and 16 days."

Applejack raised an eyebrow.

"What? One does not simply forget a buck with the Lord of Lust himself!"

Small hoofsteps suddenly sounded from inside the farmhouse and a second later a sleepy looking Apple Bloom poked her head out.

"What's a 'buck' Applejack?"

***

A few hours later Rainbow found herself staring at the mirror in front of her, the spa twins and Rarity hovering by her sides.

"So what do you think?" Rarity asked.

Rainbow was speechless, the mare staring back at her was certainly not her. Her cyan coat seemed to shine, it was beautifully brushed and a slight shimmer ran across it. The toned muscles beneath showed that she was not one to messed with though, a flower with a bite. The mare's mane had a semblance of Rainbow's ordinary unkemptness, but one could easily see the care that went into it. All the different colors were brushed out carefully, leaving it slightly longer than it was before. The twins had put in a trace amount of black and white highlights, accenting the hair so it seemed to shine with an ethereal beauty.

This mare was not the old Rainbow Dash, this mare belonged on the centerfold of playcolt. This mare would be the inspiration of many teenage colts, and a few fillies, late night fantasies. Rainbow carefully lifted a hoof and sure enough the goddess in the mirror did so as well.

"Wow," came the short response.

The three other mares giggled.

"Wow!? You look positively gorgeous!" Rarity cried.

The spa twins nodded their agreement.

"Thanks,” Rainbow said with an embarrassed blush. Her normal confidence was somewhat lacking.

“Now, put this on my tab darlings,” Rarity said to the twins before turning back to Rainbow, “Now, let us be off Rainbow. I absolutely must meet your stallion for myself.”

Rainbow hastily tried to come up with some excuse but wasn’t able to before Rarity dragged her out the door. She could feel an impending sense of doom as Rarity lead her closer and closer to the library.

“Listen Rarity, Asmodeus is definitely not what you expect.”

Rarity didn’t get the hidden meaning,

“Well, obviously he must be better judging from what you told me darling.”

Rainbow let out a worried sigh,

“Just promise not to freak out okay?”

“But of course!”

Rainbow licked her lips nervously, she could only hope that Rarity didn’t have one of her moments when she saw that there was an archdemon staying in Twilight’s house. The brief walk passed swiftly and soon enough the two mares found themselves nearing the massive tree.

They both saw Applejack at the same time, Granny Smith by her side. They soon fell in next to the two other mares.

“Wow Rainbow, you’re certainly looking good!” Applejack cheerily observed.

Rainbow opened her mouth to respond but Rarity spoke before she could,

“Of course she does Applejack! We just got out of the spa, about time she let me take her there.”

Rainbow rolled her eyes,

“Calm down, Rarity. But thanks, I’ll have to join you and Fluttershy every now and then.”

Rarity practically squealed.

“So Rainbow,” Granny Smith spoke, “You spiff yourself up for the same stallion that got Applejack out of her funk?”

Rainbow nodded,

“Yep.”

A realization suddenly dawned on Rarity and she swiftly looked back and forth between her two friends,

“So the two of you… together?”

Rainbow and Applejack nodded,

“Yep, Twilight too.”

Rarity’s mind broke.

“Oh shush missy,” Granny Smith interjected, “It isn’t your place to judge what they do in the bedroom. And you know what they say, the more the merrier.”

Rarity’s mouth dropped open in shock while Applejack and Rainbow giggled at their friend. Thankfully the fashionista was spared any further embarrassment as they had arrived at their destination.

Rainbow and Applejack went in without knocking, quickly followed by the two others.

“Where are you guys! Me and Applejack are here! And we expected a decent welcome!” Rainbow shouted.

“I apologize Rainbow, me and Twilight are making dinner in the kitchen and we didn’t hear you knock,” Asmodeus’ deep voice thundered through a doorway.

Granny Smith smiled in recognition.

“Well, his voice certainly sounds like you said it would,” Rarity said to Rainbow.

“Believe me, you haven't seen anything yet,” came the knowing reply.

The deep thunk thunk of heavy hooves sounded from deep inside the house as Asmodeus made his way to the entrance. He soon appeared in the doorframe to decidedly mixed results. Rainbow and Applejack immediately rushed over to him and gave him a brief hug and kiss.

“Well don’t you look dashing?” Asmodeus said to Rainbow, who just rolled her eyes in response.

Granny Smith withdrew into her memories of a time long since past. And poor Rarity, with her already scrambled mind, looked about to faint as she drank in the sight of the foreboding archdemon.

Asmodeus froze when he caught sight of the elderly mare and slowly approached her. His massive stature overpowered the elder's diminutive one. They both stared at each other with fond remembrance.

“Granny Smith,” rumbled Asmodeus, “it is certainly an honor to see you again. You look as dazzling as ever.”

Granny Smith rolled her eyes,

“73 years!? 73 years and thats all you have to say to me?”

The demon’s rolling chuckle soon issued forth and he tenderly nuzzled the mare,

“It is good to see you again. And I should have known Applejack was related to you, there’s so much of you in her.”

“She got the good genes, I made sure of that!”

She took a step back and looked at him,

“And you don’t look a day over 3000!”

“And you a day over 100,” the demon replied dryly.

The two of them shared a quiet laugh.

Granny Smith took a deep breath, “Well, I best be off, Gotta make sure Apple Bloom finishes her homework. It was good seeing you again.”

“The honor was all mine,” the demon replied. He leaned down and gave her a chaste kiss on the forehead.

Granny Smith then turned around and slowly made her way out the door. She suddenly stopped and turned around,

“And just so you know, I took your advice to heart. When its my time to die I certainly have lived my life to the full. Got a perfect family as my legacy and a trove of memories to cherish. And you better have a room saved for me in your palace in Tartarus! With a princess sized bed! I may want a break from paradise every once in a while.”

The demon gave her a nod,

“I’ll put the reservation in as soon as I get back.”

“And don't you forget it!” the mare called out over her shoulder as she finished making her way out the door.

The demon watched her go with a smile on his face. When the door closed with a small bang he turned towards the still broken Rarity. When his eyes fell on her she immediately took a fearful step back. She eyed the door and began weighing her chances of escape. Asmodeus turned to Applejack and Rainbow,

"Would you two mind calming your friend?"

The two of them nodded and trotted over to the cowering fashionista. Applejack soon threw a hoof over her shoulder and gave her a one legged hug,

"Relax Rarity. The big guy over there may look big and scary but he's harmless. Wouldn't hurt a fly."

Rainbow snickered,

"Yea tell that to my cu--", Applejack thumped her on the back of the head.

"Don't listen to Rainbow, now Asmodeus here is going to come on over and say hello, and you're gonna respond courtly ya hear?"

Rarity nodded dumbly.

The demon then stepped up to her and gave her a deep bow and lifted her hoof to plant a dainty kiss on it.

“It is my privilege to meet you Miss Rarity, I can see the rumors of your beauty fall greatly short of the truth.”

“Charmed,” Rarity shakily replied.

Asmodeus turned around and spoke to the other two mares in the room,

“Would you two mind giving Twilight a hoof in the kitchen, me and Rarity need to have a private conversation.”

The two mares nodded and trotted off to find Twilight. Asmodeus motioned Rarity towards a chair and she wordlessly sat down. The demon quickly followed suit in the seat across from her.

“To answer your questions, yes I am a demon, and no I do not mean to harm your friends.”

“Well thats good I suppose.”

Asmodeus quickly continued,

“But that is not what you need to hear right now.”

Rarity’s brow furrowed in confusion,

“And what exactly would that be?”:

The demon cleared his throat,

“Tell me Rarity. Do you have a special somepony?”

Rarity looked at the demon like he was crazy but answered all the same,

“Well, more of a special somedrake, but its all the same.”

The demon shifted his posture and started seriously at the fashionista.

“I am a demon of pleasure, I know sex like Celestia knows the sun. I can tell that you and Spike, thats his name right?”

Rarity nodded slightly uncomfortable of where she thought the demon was going with this.

“Well, I can tell that you and him are having a fair bit of intimacy issues, to put it lightly.”

Rarity’s face quickly phased through a look of shock and surprise to one of anger,

“Well I hardly believe that is any of your business!” she indignantly exclaimed.

The demon shook his head,

“No it is not. But you still need advice, and I’m going to give it to you.”

Rarity turned her head, pointedly ignoring the demon next to her.

Asmodeus sighed,

"Tell me Rarity you're a fashionista correct?"

After a few tense seconds Rarity nodded slightly.

"And if I was trying to make a suit, for example, and I obviously wasn't doing it correctly, you would immediately rush to my aid. Helping me along and giving me advice until I get it right."

Rarity turned her head back,

"Well of course I would. Helping ponies is my passion! I am the Element of Generosity after all."

The demon nodded,

"I am attempting to do the same thing. I see a frustrated mare in her prime, in a relationship that could be nothing less than perfect, save for this one thing. Let me help you, seeing sex, my special talent, ruin a relationship like yours unbearable to me."

Rarity stared at the demon ready to berate him for harassing a lady but he continued,

"And consider this a gift of sorts. And I'm sure you know how rude it is to refuse one."

Rarity huffed and was prepared to give this demon a very stern talking to but soon caught sight of the conviction in his eyes. She crossed her legs and harrumphed,

“FIne then, go ahead.”

The demon nodded,

“Firstly, how much do you know about dragons?”

Rarity pursed her lips,

“Not as much as I would like to, to be honest.”

The demon nodded knowingly,

“Dragons, as a species, are extremely possessive. I’m sure you know this much already. I heard about Spikes greed growth incident a while back. You saw how possessive he got over some simple objects, but that pales in comparison to their mates. Let me be the first to tell you how much Spike loves you. When mating with their partner, dragons feel the need to own them in every way, to dominate them. I can already tell Spike has been holding back for you, and the effort required to do that is extraordinary. Rarity, he is holding back his very nature to make sure he doesn’t hurt you.”

Rarity looked at him, realization dawning in her eyes.

“Well what do you suppose I do then?”

The demon chuckled,

“The answer is simple: let him, submit to him. Let him set his beast free, and I promise you that you will experience the best night of your life.”

Rarity licked her lips,

“Well, lets say I do do this, hypothetically, should I be afraid.”

“No, the last thing Spike would do is hurt you,” the demon chuckled again, "Well permanently at least, you'll definitely be sore in the morning."

Rarity blushed furiously,

“Well, you’ve certainly gave me a lot to think about,” Rarity suddenly buried her face in her hooves, “oh my mane is going to be such a mess.”

The demon grinned,

“I think you’ll be too busy with other things to worry about that.”

Rarity scoffed,

“It takes effort to look this beautiful you know.”

The demon chuckled,

“You remind me of Rainbow.”

“And how do I do that?”

The demon paused and thought for a second,

“Well, Rainbow didn’t put any effort into looking good because she was so afraid that no matter how much she did she would never look good. You, on the other hoof, are afraid that if you don’t put the massive amount of effort that you do, you’ll look horrible. Two sides of the same coin.”

Rarity appeared deep in thought and Asmodeus reached a hoof out and comfortingly patted her shoulder,

“Trust me, theres nothing you have to worry about.”

Rarity nodded and gave the demon a winning smile,

“Well, thank you for your advice,” she stood up and gave him a curt bow, “If you would excuse me, I have a dragon to seduce.”

She then spun elegantly away and marched out the door. Rainbow came out of the kitchen just in time to see the fashionista’s determined strut.

“That mares on a mission huh?” Rainbow observed.

“Shes going to get laid.”

“Ah, makes sense. Well dinners ready.”

“I’ll be right there.”

The demon stood up and followed Rainbow into the kitchen, where the table was set with the fine china. Twilight was just finishing setting the table and Applejack was placing the last of food. The delicious odor of hayburgers and hayfries permeated the entire room. Twilight had found out Asmodeus had not had any before and she felt the need to rectify that.

With a groan the demon sat down on one of the chairs and the rest of the mares soon followed suit. They soon set about devouring the delicious meal and the mares quickly forged what Rainbow called, “The awesomest hayburger in Ponyville” and presented it to the archdemon. Asmodeus eyed the greasy meal with a raised eyebrow.

“Is this healthy?”

Applejack gave him a death glare,

“Shut up and eat your food.”

The mare had spoken, and as any stallion knows, when a mare says eat, you better freakin eat. His horns lit up in their trademark scarlet hue and the burger lifted off of the plate. With no small amount of trepidation it floated up to the demon’s mouth. With a sigh of defeat, he took a bite and his eyes immediately opened in surprise.

“Its delicious!” he said through a mouthful of food.

The meal soon began in full.

“So you won’t believe what happened today,” Applejack said.

“Try me!” came Rainbow’s response.

“Well, just to clear the air, Granny Smith had a little fling with Asmodeus here a while back.”

Twilight started coughing,

“What!?”

Asmodeus patted Twilight on the back,

“Its true, she was my last summoner. She really was quite beautiful all those years ago.”

Twilight shook her head,

“Its a small world isn’t it?”

The others all nodded and Applejack continued,

“Well, guess who heard me and Granny talking about bucking?”

“Who?” Rainbow asked.

“Apple Bloom, she woke up just in time for it too.”

Rainbow immediately broke out into gales of laughter,

“Well what did you tell her?” she managed to choke out.

“I didn’t tell her anything, just got a Pinkie-Promise from her to not say a word about it until she’s older. Shes got a crush on Rumble, and I don’t want none of that business.”

Rainbow chuckled and suddenly shot Asmodeus a devilish grin,

“Speaking of crushes, you said you had on us last night. Care to explain?”

Applejack and Twilight turned their heads to look at the archdemon and to their surprise he was blushing, like a little schoolfilly! They raised their eyebrows, signifying that he was not going to get away with dodging the question.

The demon let out a sigh of defeat,

“Fine. Yes I do have a crush, of sorts, on you to some extent, its complicated,” he ran rubbed his face with his hoof, “A crush, for an incubus, is.. different than for a normal pony. We don’t feel… romantic feelings towards others. I could describe it as lust instead of love, in simple terms, but is more than that at the same time,” he let out a deep breath and leaned back in his seat, “When incubi have sex, they draw sustenance from the magical energy released from a mare’s climax, and usually thats all sex is, a way of feeding. But when an incubi has a crush on somebody, its more than that, we put our entire full effort into it. You don’t cook gourmet meals every night correct? Only for special occasions. Its similar to what I’m trying to say.”

The mares looked at each other in silence.

“I think we get the gist of it,” Rainbow said softly.

Twilight shrugged,

“We can talk about it more later, but right now lets not,” she turned to Rainbow, “Look at you, Ms. Spa Pony, you were obviously busy all day.”

Rainbow nodded, happy that the conversation had turned to something less complicated,,

“You have no idea Twi. The spa twins and Rarity wouldn’t shut up about how I finally decided to start taking care of myself.”

“Well it certainly paid off, you look amazing Rainbow,” Twilight complimented.

Rainbow blushed heavily and Applejack nudged her with an elbow,

“You’re lookin like you got a stallion to seduce.”

Rainbow shot Asmodeus a sultry wink,

“That I do.”

Asmodeus just rolled his eyes.

“At least wait until dinners over.”

***

Dinner was over.

The mares had consumed a fair amount of alcohol during their feast, including Twilight’s stash of Dom Ponygnon and were more than a little bit flighty as they chased each other up the stairs to Twilight’s bedroom. Asmodeus followed chuckling as Twilight let out a screech as Rainbow gave her a nip on the flank to hurry her up. The mares hardly reacted when they saw Asmodeus had returned the room to the den of sin from the night before.

Soon enough Asmodeus entered Twilight’s room and smiled as he saw the mares playfully wrestling on the bed. Twilight was doing her best to fight off the combined effort of Rainbow and Applejack but the athletic mares easily outmatched her. Within a few seconds the two of them had the nerdy mare thoroughly pinned and commenced the largest feeling-up/tickle fest in the bedroom’s history. Twilight immediately started giggling and moaning at the same time as her friends explored every inch of her body.

She soon had enough and managed to string together a thought powerful enough to light up her horn to drag Asmodeus over to the bed. A few seconds later the demon found himself on the receiving end of a three pronged attack of the sensual variety. He chuckled deeply as his body was thoroughly mapped, and expertly pinched, kissed, and nipped the mares to slowly stoke their fires. The wrestling match gradually descended into a pit of debauchery.

Amidst the shifting, writhing mass of bodies Twilight soon found herself muzzle to crotch with Rainbow’s leaking marehood. Rainbow swiftly noticed this as well and the two of them froze. Twilight’s warmed breath danced across Rainbow’s sensitive nethers as the two mares locked eyes with one another.

Now, Rainbow specifically remembered having a mare’s tongue up her cunt at some point last night, and was equally sure that she had returned the favor. But this was different, that was when the mares were halfway insane with lust, right now they had their minds completely under control, for the most part.

Twilight could see the hidden plea in Rainbow’s eyes and soon broke the stare and drank in the sight of Rainbows moistening lips. Her choice made she slowly leaned forward and extended her tongue. Both mares moaned as contact was made. Twilight’s broad flat tongue made a single lick up Rainbow’s slit and Twilight reveled in the slightly spicy taste of her friend and she soon dove in for more.

Meanwhile Applejack was currently battling Asmodeus’ long tongue with her own, she was losing. His tongue easily overpowered hers, sweeping through her mouth in a wave of pleasure. But all too soon broke it and started giving Applejack powerful lovebites down her neck.

“Look at your friends Applejack,” he said softly.

Applejack quickly complied and let out couldn’t look away from the scene in front of her. Twilight was enthusiastically munching away on Rainbow Dash, Applejack could see the movements of Twilight’s tongue. Rainbow’s crotch was thoroughly drenched in a mixture of saliva and girlcum. Rainbow’s face was shut tight in pleasure, sexy moans escaping from her lips. She had her hooves on Twilight’s head, holding the mare to her aching cunt.

Applejack was panting deeply, she could feel her lower lips spreading open, just waiting for a cock. Asmodeus leaned back, his massive frame hovering over Applejack, who was spread eagled on her back below him.

“Are you ready Applejack?” he asked.

Applejack nodded eagerly.

The demon shifted and Applejack could feel the his gigantic rod trailing down the inside of her leg. It soon found its destination and Asmodeus thrust forward. Applejack screamed as she felt her pussy being stretched, her outer lips quickly giving way to the demonic invader. Her insides willingly made way as she was filled with cock. It kept coming and coming for ages until she felt Asmodeus’ heavy balls press into her flank.

Asmodeus leaned his head down and tenderly kissed the mare as he began to thrust in and out. He kept the pace deliberately slow, drawing out each thrust. The mare could feel every heartbeat as her lover spread her over and over again. Lewd squelches sounded throughout the room.

The demon broke the kiss, allowing deep grunts to punctuate everyone of his thrusts. Asmodeus shifted forward slightly, causing Applejack’s flank to come off the mattress slightly. He began to throw his entire weight into every stroke, driving the mare deep into the bed. The ripples of impact spread from Applejacks flanks up her sides as the demon literally pile drived her with his cock.

A fresh set of moans from the other mares managed to draw Applejack’s attention. Her cunt let out a fresh spurt of girlcum as she caght sight of her friends. The two other mares had repositioned themselves into a 69 position. Twilight was on top, still happily feasting away on Rainbow. Rainbow was muzzle deep in Twilight as well, her face covered in Twilight’s secretions.

Every now and then one of the mares would hit a particularly good spot and the other would pause in their ministrations to let out a lusty moan. The mare would soon dig in once again, with more and more vigor every time. Soon enough it looked the two of them were almost violently feasting on each other.

Applejack could feel a climax rising in gut. She wrapped all 4 legs around the plunging demon and threw herself as best she could into every thrust.

“Cum with me,” she whispered into the demon’s ears.

“Your wish is my command,” the demon replied.

His pace increased and he started throwing his entire body into every thrust. Applejack could feel herself being driven into the bed, and as soon as she bounced back the next perfectly timed thrust would come.

All of a sudden she came and massive waves of pleasure rolled over her body. The demon groaned and Applejack felt his massive load being emptied into her. Her scream matched the demon’s groan as she felt her inner walls being plastered with demonic spunk. The demon would fire off a rope of cum then pull out and thrust back in just in time for the next one. Each time freezing at the bottom as thick spurts of his come erupted into the mare. Applejack could feel her stomach bloated as she was filled past the breaking point.

Next to them, the 69-ing mares came as well. Twilight and Rainbow screamed into each others cunts as pleasure racked them to their soul. Copious amounts of girlcum flooded from their pussies as they came around each others tongues. Their faces were shouted with thick spurts of fuck juice as they rode out their orgasms together.

Eventually all the orgasms in the room died down and a brief moment of quiet pierced the air. With a groan of pleasure the demon pulled his member out of the freshly fucked cowpony. Applejack moaned lewdly as he withdrew from her. The head fell out with a wet plop and Applejack immediately clutched her hooves to her marehood to prevent the demon’s load from escaping. Her mind was lost in a delirium of bliss as she reveled in the feeling of demonic cum sloshing around inside of her.

Her hood lolled around and eventually her gaze fell on the others. Twilight was still on top of Rainbow but they were now muzzle to muzzle and engaged in a heated kiss. Asmodeus stood behind them, a predatory grin on his face. Applejack saw the demon thrust forward and Rainbow broke the kiss as she let out a shriek of pleasure. The demon pulled back and thrust forward again, this time it was Twilight’s turn to scream. Asmodeus turned his head and looked at Applejack,

“I’m sure your friends would love it if you shared that little snack in you,” he said has he gave a particularly hard thrust into Twilight’s snatch.

Rainbow and Twilight eyes immediately locked onto Applejack’s, they were practically begging. With a smile the cowpony shifted over so her crotch is was in front of their heads, hooves still clamped tightly over her slit. She slowly removed her hooves and a veritable feast of demon cum flooded out, much to the other mare’s delight. Their tongues immediately set to work, lapping up the mix of Applejack’s and Asmodeus sex.

Applejack moaned as she felt the dual tongues bathing her crotch. At first they were content to lap up the spillage of cum leaking from her, but soon enough wanted more. Two tongues pierced her, her slit opening readily to accept them. She heard Rainbow and Twilight moan as a fresh wave of juices greeted them, the vibrations traveling straight up her sensitive marehood. They wiggled about, diving into every crevice and hitting every sweet spot. They soon reduced the proud farmer into a quivering mass of sex and flesh.

All of a sudden one of the tongues left her and Applejack moaned at its departure. She opened her mouth to mumble a half hearted protest but swiftly shut it when she felt the missing organ dance across her plothole. It moved about curiously for a few seconds before making the plunge. Applejack shrieked as both her holes were pierced by her friend’s eager tongues.

Asmodeus was thrusting into Rainbow, her deliciously tight cunt rippling around his member. A few pumps later he pulled out and shifted slightly in order to bring his member to Twilight’s gaping slit. He didn’t expect the mare to look over in her shoulder for a few seconds and say a single sentence,

“The other one.”

He wasn’t about to complain.

Moving slightly higher he brought the head of his titanic cock to Twilight’s puckered plothole. He pushed forward and could feel her ass begin to stretch under the pressure. He heard Twilight suck in a breath as she felt herself beginning to spread. All of a sudden she caved, and the demon's cock dove headfirst into Twilight's depths.

The mare arched her back and let out a strained moan. She could feel every vein of the rod spreading her. The heartbeat of the demon was strong, sending waves of pleasure up her spine. By Celestial it kept.coming and coming, a never ending source of primal debauchery.

The impact of Asmodeus' balls against Twilight's ass was silently deafening in the sex filled room. The mare's breath hitched as the demon moved around, grinding his cock against her inner walls. A long keening wail sounded from her her mind was bathed in delirium.

After a few moments of just reveling in the exquisite tightness of the mares ass, Asmodeus pulled back. The friction of Twilight's clutching sphincter around his cock was orgasmic. When only the head was left inside, he thrust forward once again.

Long, powerful, drawn out strokes destroyed any semblance of sanity for the lavender unicorn. Twilight wanted the demon to pound her into submission, reduce her to nothing but a trembling mass of sex and sweat. But at the same time she could feel the tenderness in every thrust, him twisting ever so slightly to give her every ounce of pleasure possible. The care that went into every touch, every caress, sent Twilight's head reeling. The unicorn leaned back down a once again buried her tongue in Applejack once again.

Rainbow withdrew her tongue from Applejack's plothole and reached her head up to start tugging on Twilight's ears.

"How does it feel Twi?" Rainbow asked huskily.

Twilight whimpered.

"How does it feel to have a massive cock up your plot? Bucking you so hard you won't even be able walk straight tomorrow."

Twilight shuddered.

"Cum for me Twi."

On command Twilight screamed. Her entire body froze as the demon continued to plunder its delights. She came and she didn't stop, her pussy clenched at nothing as her fuck-juice spurted out. It mixed with Rainbow's as the prismatic mare watched her friend cum.

Her asshole tightened exponentially around the demonic rod. But Asmodeus just kept pounding away. Twilight's entire body was being consumed by her never ending orgasm. Banshee wails of pleasure continued to erupt from Twilight's mouth. Screaming her pleasure to the heavens.

Rainbow looked on in awe as her friend continued to cum. Even Applejack, who was barely coherent, leaned upwards to watch the sight. Asmodeus had picked up the pace slightly, but was still continuing on with his powerful strokes.

Inside Twilight's mind there was everything and nothing at the same time. Control over her mind she had long since ceded to the sea of pleasure. She was cast adrift, only able to comprehend the massive cock filling her and the pleasure destroying her.

Then all off a sudden she felt the demon freeze. His cock swelled to disproportionate amounts, stretching the mare to greater amounts than her body was ever meant to. And then the cum came. The thick spurts of the demon's cum plastered against her insides. Rope after rope was pumped into her, filling her far past capacity.

And then she was out, literally. Twilight fell limp on top of Rainbow Dash. The poor mare's mind was simply overwhelmed.

Asmodeus carefully pulled his cock out of the unconscious mare. The head fell out with a wet plop, leaving a gaping plothole in its wake. Twilight's pillaged sphincter was clutching at nothing now. Thick dollops of the demon's cum spilled out, landing on Rainbow's leaking marehood.

"You sure bucked her good," Applejack observed.

"What makes you think that?" Rainbow sarcastically replied.

Twilight chose this time to open her eyes. She blearily blinked a few times,

"What the hay happened to me?"

Rainbow cackled,

"You got bucked so hard you passed out."

Twilight reached a hoof behind her and felt the mess that was her plothole,

"I thought that was a dream for a second."

Applejack smiled,

"Imagine the look on Luna's face if she caught sight of that."

A laugh was shared through the entire room. Twilight let out a groan and flopped her head down next to Rainbow's. She let out a tired sigh,

"I need a nap."

Rainbow rolled her eyes,

"Well get off of me at least. Its my turn now.”

Twilight murmured something and Asmodeus’ horns lit up. A red glow surrounded the unicorn as she was lifted off of Rainbow. The demon levitated her over to Applejack’s waiting hooves where the farmer readily cuddled with the unicorn.

“You two do your thing,” Applejack said, “I’ll hang on to Twilight.”

Rainbow nodded and leveled a predatory smirk towards Asmodeus. With impressive speed she reached up and pulled the demon down on top of her. Carrying the momentum through she rolled on top, pinning the archdemon below her.

“Get ready for a ride,” Rainbow said with a glint in her eyes.

The mare slid down, rubbing her cunt over the demon’s massive tool. Spreading her wetness over it. Back and forth she went, her juices mixing with her friends as she leaked. She reached a hoof down and lifted Asmodeus’ cock so it pointed sky high. It was too big for Rainbow to take sitting down. With a few flaps of her wings she rose into the air until the head was level with her slit.

Taking deep breath the mare looked into the demon’s eyes, and dropped. The massive cock tore into her without mercy, spreading her insides in its brutal quest. Her nether lips stretched to the limits as they were pierced. Rainbow fell for what seemed like forever as she felt herself being split in half.

Eventually she hit rock bottom, her rump lewdly slapping into Asmodeus’ groin. Rainbow’s tongue lolled out of her mouth as basked in the most carnal of pleasures. She paused for a few moments, then hesitantly started to lift herself up. The cock spreading her slowly emerged, thoroughly covered in a fresh sheen of the mare’s juices.

She lethargically raised herself and eventually went as far as she could go, a little under half the demon’s titanic length still inside her. She paused for a split second, readying herself for the second plunge. After a few deep breaths, she sank down. She moaned in tandem with the demon as her cunt rippled around his cock.

Rainbow’s pussy was one of the tightest Asmodeus had ever fucked. The combination of her relative inexperience and her athletic lifestyle left the pegasus’ inner muscles in a near-perfect state.. The mare’s strength was obvious in clenching around his cock with excruciating tightness. Her muscles bunched and flexed as she made her descent, the powerful fibres stretched taught.

Once again Rainbow’s flank hit Asmodeus’ with a small slap. Rainbow felt Asmodeus’ large hooves grasp her toned cheeks, kneading the sensitive flesh. He had to crane his neck down to reach her, but soon captured her lips in a heated kiss.

He began moving then, holding Rainbow in place as he began to thrust up into her. His gargantuan cock hilting itself repeatedly in the mare’s snatch. Rainbow moaned into the kiss as her marehood was pounded into submission. Her gircum flooded out of her pussy, lubricating the massive tool that was fucking her into oblivion.

Lewd slaps of flesh against sounded throughout the room as the paced increased. Soon enough Asmodeus’ cock was little more than a blur of motion as he used his powerful muscles to destroy the mare above him. Rainbow couldn’t maintain the kiss anymore, she broke it and hung limp over the demon as he showed her exactly how strong he really was.

The impact of his groin sent literal shockwaves up her body. She could feel every hit from her cunt to her hooves. The experience was mind blowing, this immensely powerful demon could literally tear her in half, not in the metaphorical sense as he was doing now. But instead he was using that strength to give her the best buck of her life.

All of a sudden the demon lifted her higher, high enough for his cock to completely exit her snatch. Rainbow started to protest but froze instead when she felt the demon’s cock start poking at her other hole. She looked at Asmodeus with a mix of apprehension and anticipation. The archdemon leaned forward and gave her a soft kiss. Drawing back he looked into Rainbow’s eyes and she gave him a small nod.

Asmodeus suddenly pulled her down, his cock easily punching through the meagre resistance her ass put up. Rainbow never thought that being fucked in her ass would be as pleasurable as being fucked in her pussy, but it was quickly affirmed. The feeling of her plothole being stretched to such an extent sent Rainbow’s mind into a spiral. Much like Twilight before her, the mare’s mind went blank.

The demon lifted her up and down his cock, spearing her completely as the mare was helpless to do anything but moan. To an outside observer it would look like the demon was being much too rough to be pleasurable, but for Rainbow it was an entirely different experience.

Rainbow could feel an orgasm building deep inside her. The waves of pleasure coalescing into a single point in her core. It was a swirling vortex of pure sex, and it was getting bigger.

She could feel the demon’s pace becoming erratic, and managed to string together a single thought: she wanted it to cover her. With speed that surprised Asmodeus she leapt off his cock, twisting in mid air to land her her face inches from the pillar of stallionhood that was just balls deep in her ass.

Rainbow reached out with her hooves and began to roughly move them up and down. Her hooves became a cyan blur as she worked the cock in front of her. She heard a groan from Asmodeus and knew it was coming.

The first spurt rocketed out, flying high into the air. It rained back down on Rainbow, covering her in a deluge of spunk. She pointed the cock at her in time for the second spurt. The entire second rope splattered against her face, painting the mare white with demonic cum. The third and fourth strands continued to do so, until Rainbow’s face was little more than a white sheet. Opening her mouth Rainbow swallowed the rest, once again reveling in the glorious taste.

The flow died down and Rainbow just stopped. She stopped moving and just… felt the cum covering her. The gooey warmness slowly seeping down to drip onto the demon below her. All of a sudden she felt two tongues start licking up her cheeks. Twilight and Applejack couldn't’ resist the chance for a taste. The three mares engaged in the now familiar three-way kiss as they shared Rainbow’s prize below them.

A few minutes later the mares were finished. They turned to the demon who had a smile on his face, and gave him one in return. They moved up the bed and once again curled up against the demon, reveling in the warmth he radiated off.

Just as they were about to nod off they heard a bestial roar sound through the night, accompanied by an equally loud wail of feminine pleasure.

Rainbow chuckled,

“Rarity definitely got laid.”

Author's Notes:

Okay, part 2 up!. I'm going to write a bit of part 3 today, and then fix up part 2.5 for release tomorrow so I can stagger them. Part 3 is going to be released hopefully by Friday, but I have a fic on another account that I want to get a chapter out for and that may take precedent, not sure yet.

Please comment, I want to know exactly what I'm doing wrong so I can fix it. But positive comments would be greatly appreciated as well. Also, I understand that Asmodeus is very Gary Stu at the moment, and that is sometime I am going to (try to) fix in the next few parts of the story.