Rainbow Dash pulled her thong back on and frowned, leaning against the rocky wall of the tunnel and breathing heavily. She glanced between Rarity, whose brow was tightly knit as she inspected her mace, and Pinkie, who hummed idly to herself as she looked all over all the walls ahead of them.

"I think we're about halfway there," Pinkie said. "If we keep going like this, at least one of us should make it."

Rainbow grit her teeth. "We're all going to make it."

Pinkie giggled. "I doubt it."

Rarity pursed her lips as she looked up from her mace. "Honestly Peach, that is a terrible attitude to have. If we are going to save Princess Amethyst Star, we must remain positive."

Pinkie nodded, looking back to the walls. "Well, we're never going to save her if we just sit around here."

Rainbow pushed herself off the wall and started walking past her friends. "Alright. Let's go."

The three remaining heroines marched on, following the twisting tunnels for what felt like hours; Without the sun to tell them, it became impossible to track the passage of time in this subterranean maze.

Rainbow groaned as they came up on another split in the path. "What now?"

"We should use the rule of rights," Pinkie said suddenly.

"The what?" Rarity asked.

"Usually it's the rule of lefts," Pinkie said, "but since we went right first, we can do it backwards. The point is, if you always turn right any time you have the choice, eventually you'll see everything in the dungeon, barring some really weird construction. That way we won't get lost."

Rarity nodded. "That does sound like a good idea."

"Okay," Rainbow agreed. "Right it is, then."

As they continued down the path, they slowly started to see bits of grass poking out from between the rocks, and long, jagged vines lining the walls.

"Hang on," Rainbow said, drawing her daggers. She quickly sliced through the vines, the greenery falling still to the ground.

"I think they're just vines, Slashie," Pinkie said.

Rainbow squinted into the darkness ahead. "I don't trust anything that could be vaguely interpreted as a dick."

Rarity frowned. "It pays to be careful, but I think Pinkie is right. If we take the time to destroy every vine we come across, we'll never make it to Amethyst Star. I have a spell that can tell the difference between monsters and inert objects, as long as I can see them. Let's just use that."

Rainbow sighed and sheathed her daggers. "Alright, fine. It'd better work, though."

Rarity lit her horn and narrowed her gaze. According to the spell description, anything that was really a monster in disguise would appear with a glittery pink glow for as long as the spell remained in effect.

"How long does this one work for?" Pinkie asked.

"One hour per caster level," Rarity said.

"Alright, if we've only got one hour, we'd better cover as much ground as possible," Rainbow said, taking off at a swift jog. "C'mon!"

Rarity kept her eyes peeled as they ran, seeing nothing but regular foliage the whole way. Finally they came to another opening in the tunnel, approaching with caution.

In the center of a wide open cavern, a stone tower rose from the ground, covered in thick green moss and vines, stretching out of sight. A staircase wound around it, spiraling up into the darkness.  "Oooh," Pinkie said, "I bet that's our destination!"

Rarity frowned. "I think you're right; The vines at the base are alive!"

Rainbow drew her daggers and set her jaw. "Let's do some yard work."

"Oh Slashie," Pinkie swooned in exaggerated fashion, "you're so bad ass."

Rainbow rolled her eyes. "Whatever."

The group moved toward the base of the tower. "Which ones are alive, Crystal?" Rainbow asked.

"Just the ones on the tower itself," Rarity replied.

Rainbow nodded, but still kept an eye on the grounded vines they passed by.

As they reached the base of the tower, the vines started to move about, lifting off the side and looming in front of them. With a feral cry, Rainbow leaped forward, mincing her way through any greenery that dared to strike at her, Pinkie and Rarity following close behind.

"Those flowers are alive too," Rarity warned, pointing out a number of small, closed buds interspersed throughout the vines. "so be careful!"

As Rarity finished speaking, one of the buds in front of them opened, a thick haze of golden spores shooting out and hanging in the air before them. Pinkie grabbed Rainbow's shoulder. "Don't breathe that stuff. It's Aphrodisiac Pollen."

Rainbow smirked as she glanced back at Pinkie. "Bardic Knowledge?"

Pinkie nodded. "If you fail your Fortitude Save, it'll make it really hard to focus, and you'll gain excitement way faster than usual!"

"Okay, hold your breath!" Rainbow shouted before filling her lungs with air.

They pushed forward through the pollen, coming out the other side and breathing heavily.

A series of vines shout toward them, one wrapping around Rainbow's wrist. A quick slash of her dagger severed it. "So what, we just keep going until we reach the top?"

"I think so," Pinkie said.

The vines struck in rapid succession, barely held at bey by the heroine's weapons as they wound their way up the staircase. Rainbow heard a shriek behind her and turned to see a pair of vines wrapping around Rarity's ankles, pulling her off her feet. Pinkie dropped her scimitar to grab onto Rarity's wrists, pulling against the vines. Rainbow dashed down the stairs to strike at the vines holding Rarity, severing them instantly.

Pinkie breathed a sigh of relief as she helped Rarity return to her feet before bending down to retrieve her scimitar. Suddenly, a vine shot out from the underside of the staircase, a flower bud at its tip. She jerked her head back, but it was too late; The flower bloomed, firing its golden pollen directly into her face.

Pinkie's head swam as the pollen filled her lungs; She could feel her skin tingling as her sense of touch amplified, her breathing becoming shallow as her face flushed with color. She suddenly felt dizzy, falling backwards into Rarity's arms.

"Peach! Are you alright?" Rarity asked, trying to guide her back to her feet.

Pinkie fell limp in Rarity's arms. "I feel funny..."

Rainbow grunted with frustration, severing the vine that blasted Pinkie. "Rarity, can you carry her?"

Rarity nodded. "I think so."

"Okay, then follow me!" Rainbow said, retaking her place at the front and clearing a path forward.

Rarity pulled Pinkie's arms around her neck and put one hand behind her back, the other underneath her legs, and lifted as hard as she could. Pinkie squeaked softly as she was hoisted into the air. Rarity panted with exertion. It wouldn't be easy, but she could do it... She had to.

"We're not that far from the top!" Rainbow shouted.

Rarity narrowed her eyes. "It'll be okay, Pinkie," she said. "We'll make it through this."

Pinkie nodded, eyes shut tight and face burning red. Rarity's eyes couldn't help but wander down to her exposed breasts, seeing her nipples fully erect, like two little pencil erasers sticking out from the massive orbs of flesh. She bit her lip.

Not the time, Rarity.

Rarity felt a pair of fingers pulling at the top of her corset, digging into her skin. Looking down, she saw Pinkie's lips drawing closer, feeling them brush softly across her cleavage. Her cheeks lit up with color. "Peach, what are you doing!?"

Pinkie's eyes opened slightly, looking cloudy and unfocused. "You're so pretty, Crystal," she moaned softly.

Rarity's blush deepened. "I appreciate the sentiment, but now is not the – Mnnf!" Pinkie raised her face up, capturing Rarity's lips in a deep kiss, her tongue flicking out and raking the top of her mouth. Rarity tried to shake her head, but Pinkie followed her motions expertly. Rarity took a deep breath in through her nose, trying futilely to ignore the wealth of sensations attempting to overpower her mind. Pinkie'd managed to fold down one of the cups of her corset, massaging her breast with her palm as her other hand ran through her hair.

Not the time not the time not the time not the time not the time.

Rainbow glanced back at them and furrowed her brow. "What the hay are you two doing!?"

Rarity grunted in response, unable to free her mouth from Pinkie without dropping her, doing her best to indicate that this was Pinkie's doing. She could feel her heart rate rising with every second Pinkie played with her, her breathing shallowing out and her knees becoming weaker.

Rainbow rolled her eyes and turned forward again.

Rarity watched Rainbow's back as they climbed the last few flights of stairs, ignoring Pinkie's ministrations as best she could. Soon they reached a landing at the top, an archway leading into the tower. Rainbow turned to look through the arch.

"Ah, pony feathers," Rainbow said.

Rarity raised an eyebrow.

A massive explosion of pollen shot out of the archway. Rarity ducked down, but Rainbow had been caught directly in the blast. When Rarity looked up again, Rainbow was on her knees, breathing heavily and coughing. Rarity blinked quickly, trying to clear her eyes of the glare from above. Rainbow slowly got to her feet, visibly shaking. She turned to look at Rarity, her eyes having the same glazed look as Pinkie's.

Rarity felt a cold shiver down her spine. Pinkie finally released her mouth from the kiss, her lips trailing down her jaw and neck until they pressed into the flesh of her exposed breast, her nipple gently squeezed by the corner of her mouth. Rarity's legs wobbled.

"Spectrum? Are you alright?"

Two vines shot out of the arch, grabbing Rainbow's arms. Rainbow fell backwards, pulled onto the roof. Rarity gasped, dashing up the remaining stairs and scanning the roof for her friend.

A shimmering blue portal stood off to the side, across from it a massive plant full of beautiful red flowers and lurching vines. It dragged Rainbow toward it, more vines grabbing onto her limbs and waist.

"Spectrum, no!" Rarity tried to put Pinkie down, but she clung to her, suckling her nipple and squeezing her tight. A spike of pleasure shot through her torso, making her stagger to her knees.

Rainbow coughed. "Through the portal."

Rarity attempted to draw her mace, but Pinkie's breasts were pressed firmly up against the handle, her nipples digging into Rarity's hip and sending her mind elsewhere. "Peach, I need you to focus," she said shakily.

Pinkie licked her nipple, tweaking it with her tongue before pulling back slightly. "I'm so horny, Crystal..."

Rarity winced. All she wanted was to give in to the temptation, throw Pinkie down on the ground and ravish her, right then and there. It would be so easy, just to let herself spill all of her pent up love and frustration straight into the drugged mare's body...

She couldn't, though. If she did that, Trixie's victory was all but assured.

Rainbow panted and shook her head. "Take Peach and go." The vines crept across her armor, tiny thorns cutting holes in it as they did.

"I can't leave you," Rarity said, doing her best to push Pinkie away.

"You have to," Rainbow said as her bra and thong fell away. "Don't worry about me."

Rarity closed her eyes and shuddered. Pinkie's fingers started tracing the waistband of her thong, poking in gently and threatening to destroy any sort of focus she still had.

Three flowers lifted off the plant, their petals closing around Rainbow's breasts and clit. Rainbow sucked in air, moaning softly. Rarity could see her thighs already glistening with her excitement in the dim light.

"Go," Rainbow said.

Rarity breathed heavily. She watched as a thick vine snaked around Rainbow's thigh, rubbing itself across her folds and earning several harsh bucks of the restrained mare's hips.

"WILL YOU JUST GO!?" Rainbow shouted, grimacing as the plant toyed her, a new vine wrapping around her neck and burying itself in her mouth, cutting off further speech.

Rarity shook her head and picked Pinkie up. "I'm sorry, Spectrum. I promise, we’ll save you. We’ll save you all."

Rainbow's moans started getting louder as the vine pushed past her folds, thrusting relentlessly inside of her. Rarity let a silent string of curses fill her mind as she felt Pinkie's fingers sliding into her underwear, gently prodding at her lips and clitoris. There was no way she could save Rainbow like this; Pinkie had her so worked up that the slightest intervention from the plant could have her down for the count in seconds.

Rainbow's muffled yelps and squeals continued to grow. Rarity gave her one last look and sighed before running through the portal, Pinkie in tow.

Rainbow watched them go, her body flooding with pleasant sensation. The flower petals stroking her exposed flesh, the vines burying themselves inside her body, the maddening twirling across her clit... She took a deep breath in through her nose and let her head fall back.

Her mind went blank as pure bliss overwhelmed her thoughts.

Rarity burst through the other side of the portal and fell to her knees. Pinkie’s kisses started trailing back up her neck, and Rarity knew she only had a few seconds of speech available to her.

“Please, Peach, you need to control yourself,” she said.

“I can’t,” Pinkie said shakily, her fingers playing across Rarity’s folds, gently fiddling with her clitoris as they pushed inside her.

Rarity moaned softly, letting go of Pinkie and letting her fall to the ground, using her palms to support her own weight instead. Pinkie fell on her back, panting heavily. Rarity could see her entire body coated in a layer of sweat.

“Crystal, please,” Pinkie whispered, “Let’s just… Let’s just have a little bit of sex? I promise, I’ll… I’ll make it good for you…”

Rarity shook her head, gasping for air. “You don’t know how much I want to, but we can’t.” She opened her eyes to see Pinkie sprawled out before her, her bosom heaving as she took deep breaths, her entire body quivering gently in the dim light from the portal. Rarity averted her eyes and blushed. “I want to so badly.”

“Then let’s do it,” Pinkie whispered back, eyes still closed. “Please?”

Rarity sank back to a seated position, covering her face in her palms. She couldn’t fathom what Pinkie must be going through right now, having taken that much of the pollen into her lungs; She could barely contain her own lust, and she hadn’t taken any of it.

But… she’d promised Rainbow. If they were going to find Trixie’s lair and save their friends, they couldn’t give in just yet.

“Do you know how long the pollen lasts?” Rarity asked. “From your bardic knowledge?”

Pinkie panted a few times before answering. “I think it’s... I think it's until you come.”

Rarity cursed under her breath. “Okay. If I make you come, will you be able to continue on?”

Pinkie nodded softly. Rarity took a deep breath and got to her feet..

The poor mare shook like a leaf before her. Kneeling down between her feet, Rarity ran her fingers along her abdomen. Pinkie moaned loudly, her stomach muscles contracting away from her fingers. Rarity blew softly across her belly button as she pulled the waistband of her thong down, revealing Pinkie’s soaked groin. Her clitoris had become engorged with blood, standing out from the apex of her folds like a bright pink cherry.

Rarity watched as Pinkie’s hands found their way to her own breasts, massaging them gently as she waited for Rarity to begin. Taking one last breath, Rarity lowered her mouth down and licked.

Pinkie’s hips bucked forward at the contact. Rarity felt herself growing wetter by the moment as she lapped gently, and how badly she wanted to reach a hand down between her legs and pleasure herself too. Shaking her head, she closed her eyes and lowered her lips down and licked again, this time her tongue poking in between Pinkie’s veil.

Pinkie moaned as she twisted her own nipples, her thighs closing around Rarity’s head, trapping her mouth against the pink mare’s vagina. Throwing caution to the wind, Rarity opened her mouth, capturing Pinkie’s clitoris in between her lips and pressing down. Pinkie writhed and squealed, rolling her hips in time with Rarity’s ministrations.

Rarity opened her mouth again, pushing her tongue deep inside her friend. Her hips picked up speed, and Rarity knew she was getting close. She ran her fingers along Pinkie’s cutie marks, thrusting her tongue deeper within and stroking her inner walls for all she was worth.

With a high pitched whine she felt Pinkie’s vagina contracting around her tongue and breathed a sigh of relief. She continued lapping as best she could as Pinkie convulsed on the floor, her many squeaks and squeals echoing around them in the darkness until finally she released Rarity’s head and came to a stop, panting breathlessly. Rarity fell on top of her, her head resting heavily against Pinkie’s bosom, rising and falling with Pinkie’s breath.

“Thank you, Crystal,” Pinkie whispered, her arms wrapping around Rarity’s shoulders and clutching her tight. “You’re a good friend.”

Rarity nodded gently, enjoying the closeness and warmth of her friend’s body. “As are you,” she whispered back.

The two mares laid there, out of breath, and out of energy, as the darkness loomed around them.

Trixie blushed violently as she watched her crystal ball. She’d expected a lot out of this night, and these mares had been putting on quite the show for her so far, but even knowing the effects of the Succubus’ Snare flower, she hadn’t expected this.

“The Great and Powerful Trixie may have to save this one for her personal collection,” she said, lighting her horn to store a playback of what she’d just seen.

Getting up, she walked behind her throne to observe her newest conquest.

Rainbow hung on the fourth cross from the left, eyes glazed over with the absence of thought. She sucked obediently on the vine in her mouth, any trace of fight left in her subdued by the very flowers that had defeated her.

Trixie ran her finger along her cutie mark, the muscle tensing reflexively as Rainbow gave a low whine, unable to protest any further. Trixie laughed quietly to herself.

She'd expected more out of Rainbow. She'd seemed so adamant about winning, and yet she'd succumbed to the carnal pleasures offered her, almost easier than the others.

Trixie leaned forward and licked Rainbow's cheek, earning a high pitched moan for her trouble. She was Trixie's prisoner now, just like her fallen friends. And just as they had each fallen, so too would the remaining heroines. It was only a matter of time.

Trixie nodded as she retook her seat and gazed once more into the crystal ball, watching as Pinkie and Rarity laid, panting, exhausted on the other side of the portal.

Only a matter of time. Next Chapter: Chapter Five:The Fifth Chapter Estimated time remaining: 33 Minutes