Author's Notes:

Kinks: Lesbian, Threesomes, maledom, femdom, face-fucking, cock-growth, excessive cum, bondage, polite discussions on sexuality.

"'Sup' Sweetie, Scoots, Apple Bloom. Rarity in?" Said Applejack as she casually walked into the Carousel Boutique. She was wearing her 'going to town' clothes, an orange plaid shit with the sleeves rolled halfway up her bicep, a long pair of jean shorts and her worn work boots.

Sweetie Belle was sitting on a small stool while Scootaloo and Apple Bloom were looking over her soldiers near one of Rarity's modelling platforms. The teenagers were reading a large book entitled '1001 ways to get a Cutie Mark.'

"Hi, Applejack!" Sweetie Belle said in a slightly less squeaky voice than her past self.

"Hey, AJ." Scootaloo said while still looking at the book. Her divisiveness coming from the fact that Applejack was not Rainbow Dash.

"Sup', sis?" The sisters shared a glance and a nod.

"Nutin' much." Applejack said as a simple statement rather than an actual answer. "Rarity in? She wanted to see me."

As soon as Applejack had said it, Rarity had walked out of her design lounge. She was dressed in her usual working attire, a white, button-up blouse with the sleeves tightly rolled to above the elbow, a tight, black pencil dress, a fabric measuring tape draped lazily around her neck and a pair of small black pumps on her feet.

"Ah, Applejack, darling. So good to see you." She walked over to her and greeted her with a small peck on each cheek as she usually did to her friends. She turned around to the Cutie Mark Crusaders. "Girls, could you leave me and Applejack for a moment?"

"Alright, sis." said Sweetie Belle. "You guys wanna try Podiatry?" As she stood up from her stool and looked to her friends.

"CUTIE MARK CRUSADER CHIROPODISTS, YAY!" The CMC said with a loud war cry which sent Applejack and Rarity stumbling back from the force. With a loud scream they ran out of the house at full speed to fix feet.

"Well then." Rarity said as she watched the CMC sprint through the town. "Coffee?"

"Here we are." Rarity said as she gently poured Applejack's coffee into her cup. She then poured her own coffee and sat in her seat across from Applejack. They had moved to her design room/lounge and were know sat at her small table she used for drinking her tea. She added her sugar and milk to her drink and started to stir it in. "Now, Applejack. About why I called you here."

"Yeah, bit outta the blue." Applejack said as she blew on her black coffee and sipped it

"Yes, well... It is a touchy subject." Rarity sighed "Oh, forget it... It doesn't matter."

"Rarity." Applejack said putting her cup down and making eye contact with her friend. "You can talk ta me about anythin'. You know that."

"Alright, well... It's about you and Spike." Applejack's expression dropped from understanding and supportive to a look of confusion.

Why is she askin' bout dat? I thought she didn't like Spike dat way. Is she talkin' bout my cheek. "It's not bout my cheek is it?" After their vigorous love making two days ago she had applied ice to her swollen cheek, the swelling had gone down but it was still had a red glow. She had let her hair down to cover her cheek as to not raise any questions. "Cus' he ain't hittin' me. I had 'nough trouble explainin' dat to Mac!" Applejack explained.

"Oh, no! It's not about that. Well... Kind of." She murmured the last bit and quickly took a sip of her coffee. Luckily, Applejack hadn't noticed. "Now, Applejack. Two days ago I was walking to your house." Applejack's expression had know dropped to one of dread. She was known throughout Ponyville as a strong female, with Rarity's loose lips she was bound to be the laughing stock of the town, everyone probably thought she was a slut. "Don't worry, I haven't told anyone." With that, Applejack sighed a sigh of relief. "I know what you and Spike did and I don't judge what happened."

"You don't?" While Applejack was humble, she still cared about her reputation, an Element of Harmony couldn't be weak when they were national heroes, she was a strong earth human and Apple family member, she wanted to keep her new sexual activity to stay hidden. She partly blamed Spike for her new found insecurity.

"Of course not!" Rarity giggled. "Actually, I think that a woman who explores and identifies with her sexuality is stronger. You shouldn't be ashamed, darling."

Applejack was happy to hear this. Rarity was one of her best friends and if she backed her up it was a huge boost to her confidence.

"So, anyway. I know that you and Spike have done 'something' in the bedroom." Rarity stepped through her words carefully as to not agitate or anger Applejack. "I know you and him have... Diversified your bedroom activities." Rarity said as she brought her cup to her face and sipped.

Applejack put down her coffee. "Well I tried femdom." Rarity spit her coffee into her cup in an explosive fashion. "Y'alright?" Applejack chuckled. Rarity coughed as some of her coffee went down the wrong pipe. She waved at Applejack to keep going. "Well, I tried femdom but it... Opened somethin' in Spike. He researched it and it turns out that when a dragon is in an angered state when they fuckin' they go all... 'Dragony'. When they do this, there blood swells there cock and they produce a lot of cum so they can up the chances of the impregnation. Luckily I was on tha' pill." Applejack said in relief. "Why?"

"Well..." Rarity blurted with a slightly shocked expression. "Since I did keep your exploits a secret, I trust you will return the favor?"

"I'll try my best." She couldn't promise anything, she was the Element of Honesty after all.

"Thank you..." Rarity had got up and was pacing up and down her lounge, Applejack was listening intently. "You see Applejack, I have become quite adept in the BDSM preference. I have performed acts of domination on some of my previous boyfriends..." Rarity was staring out of her window with a wicked smile on her face. She thought back to her previous boyfriends, the way they spoke in fear around her, the way the whimpered when spanked, the way they squirmed und-

"Ahem" Applejack was looking at Rarity with a raised eyebrow.

"Oh, right." Rarity giggled at her naughty thoughts. "Anyway, I have attempted to play at the opposite end of the spectrum." Rarity was still pacing but had become distant from Applejack as she was know at the other side of lounge. "But, no man has been dominant enough for my liking. They all tried, but, I need a man who can throw me around and do... Things to me." Rarity sat down in a seat by her desk across the room from Applejack. "And I think that man..." Rarity took out an aluminium baseball bat from behind her desk and held it in her hands, much to the confusion of Applejack. "Is..." She held the bat in a position ready to swing. "Spike."

Applejack stared at Rarity with a blank expression.

Rarity stared at Applejack with an equally blank expression.

They maintained this mutual stare for a few minutes. Applejack was the first t move as she stood up from her chair with an unnecessary amount of force. Rarity raised the bat above her head. They maintained the stare for a few more minutes. Suddenly, Applejack turned and walked angrily towards the exit of the Carousel Boutique.

"Take it into consideration!" Rarity shouted as Applejack slammed the boutique door. She placed the bat on the desk and stared at it. "Well... It went better than expected."

"Grrrrrrrh" Spike growled as he took Applejack's hair with both hands and forced her down on his engorged cock.

Applejack gagged as his massive cock was forced down her tight throat. She had managed to coax Spike's dominant side, unfortunately she had done it in the middle of the east orchard as she was working it. Ever since the incident, Spike had gotten a bit more dominant in there relationship, and a lot more frisky. He would know often initiate sex with her no matter the place. Fortunately, he hadn't done it in public and only kept it to the Crystal Castle and Sweet Apple Acres.

On this occasion, he had come across her to ask her out on Saturday. Unfortunately, it was the middle of summer and Applejack was wearing her typical summer working clothes. She wore her traditional brown stetson, her scruffy and worn working boots, a pair of brown working gloves, a tight, orange bikini top and a pair of self made and rugged daisy dukes. With the sun high in the sky, the sweat from her hard work gave her tanned and freckled body a bright sheen.

He knew that he wouldn't leave without some kind of sexual activity taking place. He started off with a surprise hug from the back, which Applejack treated kindly. He placed a number of soft butterfly kisses on her shoulders and neck, to which Applejack cooed. He then proceeded to play with her breasts and tweak her nipples through the thin bikini material, to which Applejack complained to being too busy. However, when he reached down to her pussy, covered by a thin layer of denim, and started to stroke her through the course material was when she had to assert her authority. She pushed him off of her. However, this seemed to be a mistake as she had found herself in this current position.

Applejack forced herself off his cock enough to breath until Spike thrusted back in. Tears had formed at the corners of her eyes as her throat was vigorously fucked and she gagged around his length. Billows of smoke were coming from his nose as he used her hair like handles to fuck her face. The unrelenting thrusting caused Applejack's breast had come loose from her bikini and was now shaking in a circle as Spike worked his cock like a piston in her mouth. His movements were becoming erratic as he was close to his climax. Applejack had decided to make the best of a bad situation and had unbuttoned her daisy dukes and had started furiously jilling herself. She had quickly reached her orgasm and was shivering as it rocked her body.

Spike was also on the edge as he steadily face fucked her. But, he needed something to push him. He brought Applejack to his tip and grabbed her head and forced it all the way down to his base. Applejack chocked and gagged around his cock as her nose was up against his crotch and his orbs rested on her chin.

"GRRAAAAAAAHH!" Spike roared triumphantly as his seed erupted and spurted down her throat in thick ropes. Applejack was used to the thick and spicy taste of his semen, but in such high amounts it was almost unbearable. He slowly retracted his cock from her mouth while still cumming. His huge amounts of seed filled Applejack's throat, bloated her cheeks and bubbled from her nose. Finally Spike fully retracted his shaft from Applejack's mouth and Applejack spat a huge glob of Spike's seed and her saliva, that hadn't gone down her throat, onto the ground and inhaled quickly to regain her breath. Her hair was a mess, her cheeks were tear stained, her throat was soar and her head was spinning. She collapsed to the ground in a sweaty and obscene mess.

Spike was leaning up against a nearby tree getting his breathe back. His dragon's side had retreated back and his cock had gone back to it's regular size. "Oh shit... You okay?" Spike rushed to her side and held out his hand to help his exhausted girlfriend. She lazily accepted his hand and he hoisted her up to her feet. Spike pulled a handkerchief from his back pocket and wiped the tears from her cheeks and the saliva from her lips. "I'm so sorry, I should of stopped myself. I'm trying to read
on how to control my urges but..." Spike looked at the collection of semen and spit on the ground. "I think I need to get better."

"Thank's" Applejack said. She winced at the pain in her throat as she spoke. "It ain't your fault." She said as softly as she could.

Spike sighed as she looked at her. Her hair was rustled and a mess, her face was red and puffy, she was still teary-eyed, her left breast was hanging from her bikini top and her daisy dukes were around her ankles as the fresh arousal dripped from her folds. "We have to stop this. This dragon stuff. It isn't good for you."

"Nonsense" Applejack whispered. "I'm a strong gal, I can handle it." Applejack said giving a weak smile as she pulled up her shorts and buttoned them and rearranged her bikini.

Spike cringed at the sight. "Seriously, it's not good for you and you know I don't like hurting you. Please, we have to stop this. Only do it occasionally." Spike said in a serious tone as he looked Applejack dead in the eyes. Applejack knew when Spike was being serious and she never liked to see him in in distress. Something about that little sparkle in his eye and the way his fang hanged over his lower lip made any request irresistible to Applejack.

"Alright, fine." She whispered as she did the best to fix her rat's nest of hair. She would miss these little sessions... But it was for her, and it was nice to know how much Spike cared about her. Applejack sighed internally. She loved to see Spike being dominant, he was normally so submissive and quiet in his regular life but it was so refreshing to see him take charge in a situation. Especially when it was sexual. But, unfortunately it had to come to an end.

Spike checked his wristwatch. "Oh, shit! I have to meet Twilight soon." Spike spurted as he zipped his fly up. "Sorry, I have to go." Spike hurriedly kissed his girlfriend on the lips and rushed off through the apple trees of the orchard,

That's a damn shame. Maybe we can do it evry now n' then. Applejack thought to herself. Although... Maybe Rarity can help. Applejack slyly thought to herself but soon mentally slapped herself for thinking such a thing.

Applejack, no! You can't do that. Applejack mentally berated herself. You can't let Spike fuck Rarity.

But why not? Applejack's naughty side questioned.

It's not right. Ya can't just whore out ya boyfriend. Plus it would be awkward between you n' Rares.

Applejack had started to get back to her apple bucking work while still thinking of the proposition she had proposed herself.

What if... What if you were there with them? Then it won't be cheating. Just kinky.

Still, ya can't do that. It's not rig-

Applejack had stopped listening to the more rational side of her brain and was instead allowing her naughty side to paint a powerful and erotic painting in her mind.

Jus' imagine. He's got his claws wrapped up in 'er hair, mangling her perfect curls. He's pumping his massive cock into 'er dainty little throat, growlin' while he does it. While your pushing 'er down onto his cock, until his balls hits 'er chin and he explodes into 'er mou-

Applejack snapped out of the trance she had been placed in. She had stopped laying a boot into the apple trees and was instead focusing on how inexplicably hot and itchy her crotch had become. "Well then... I guess I've already decided." Applejack muttered as she started her apple bucking back and tried do get the naughty thoughts out of her mind.

The door bell of the Carousel Boutique happily rung as Applejack waltzed through Ponyville's fashion center with a high smile upon her face. She walked into the back lounge were Rarity was painstakingly threading a needle through a thin sheet of silk. However when she saw Applejack enter her domain she quickly grabbed the aluminum baseball bat and jumped up from her seat with the bat swinging freely at an arms length.

"I'LL USE IT! I'M CRAZY!" Rarity yelled to her supposed attacker.

Applejack grabbed the bat mid-swing and pulled it from Rarity's grasped and dropped it to the floor. "Rarity, I'm not 'ere ta hurt ya. I'm 'ere to talk."

Rarity stared at her friend with a surprised look. She could have sworn she would be there do beat her into a pulp. A fashionable pulp, of course. "You're not?"

"Course not! I would never do dat." Applejack responded, humored by Rarity's reaction.

"Well then... Have a seat." Rarity offered, positioning her to take a seat at the table they had shared two days ago.

Applejack took the offered seat, as did Rarity. "Now, I assume your here to refuse my previous offer?" Rarity questioned.

"Actually, just the opposite." Applejack said, which surprised an on-edge Rarity. "I think that we should go through wit it. But, on one condition..."

Rarity waited with eager ears to this new bargain.

"I have to be there and be involved." Applejack said as more of a demand than an offer. Rarity thought for several moments while considering Applejack's proposition.

Finally, she spoke.

"I have heard your offer, and I accept the terms of your agreement." Rarity said in a professional manner while extending her hand out in hopes of a handshake.

"This ain't a divorce Rares, ya jus' wanna fuck my boyfriend. No need for tha formalities." Applejack said, rejecting her handshake with a wave of her hand.

"Well then... Friday?"

"Bet on it."

And with that agreement, Applejack had walked out of the boutique with a plan and a smile.

"Are you gonna tell me where we're going?" Spike questioned his girlfriend who was practically dragging him through Ponyville's main street.

"You'll find out soon enough." Applejack said in a sultry tone. Spike didn't know whether he should be scared or aroused at Applejack's secretiveness.

They turned the corner to find the Carousal Boutique, all lights turned on like a shinning beacon beacon in the dark night that shrouded the small town. Spike was confused when Applejack picked up the pace and was practically jogging to Rarity's shop. The door bell rung a high pitched tone as the couple entered the room.

"Rares, you in!" Applejack called to her friend.

"Up here, darling!" A call from her closed bedroom door alerted Spike and Applejack to the fashionista's presence.

"Why are we in Rarity's boutique? Are you gonna explain why were here? Spike asked, confused as ever.

"In due time, sugar." Applejack as she walked up the stairs to Rarity's bedroom. As she reached the top of the stairs she motioned for Spike to follow her up. "C'mon, hun~." Applejack said seductively.

Spike was still intensely confused at the situation at hand. Why was she going into Rarity's bedroom? He thought. What the fuck is happeing?

He climbed the stairs to the bedroom where his girlfriend and best friend where doing... Something. He finally reached the highly decorated door to Rarity's boudoir.

"Here, darling. Let me help you with that." A posh sounding feminine voice said from inside the door. Spike attempted to peak through the crack in the door but saw nothing as to the whereabouts to his too friends.

"Gee, thanks Rares. These things are always so darn tight." Spouted a heavy southern accent from inside the room. Spike was now more suspicious than ever. He slowly opened the door to the bedroom so he could uncover the unknown events playing out inside. However, he was not prepared for what he saw inside.

Rarity was wearing a long, sleek and black pair of silk stockings that tightly ran up her long, toned legs, they stopped near her crotch but were attached to an equally black and silky garter belt that hugged her waist tightly and rolled over her tight ass, she wore a small pair of silken panties which did well to cover her crotch but was practically dental floss in the back (not that Spike was complaining.), up top she wore a matching brassiere that seemed too small for her as her soft breasts almost spilled from the top, this paired with a long pair of silk gloves that wrapped tightly around her thin arms and a black, leather choker tightened around her long and elegant neck. Spike's curiosity (and penis) had peaked at the sight of his best friend in such provocative wear. But when he saw Applejack, his attention peaked through the roof.

She was (of course) wearing her traditional, light brown stetson hat on top of her blonde hair, a tight open leather vest the same colour as her hat, she was wearing nothing underneath and her small, freckle-y breasts , dark nipples and hard abdominal muscles were on full display, she had long light brown leather gloves on that ran up to her muscular biceps and Rarity was currently helping her friend into a pair of ass-less, leather chaps that seemed to be refusing to come on.

Rarity had noticed the presence of an expected male companion and was now looking directly at him. "Ah, Spikey-Poo. So nice of you to join us. Could you give me a hand over here? While it is a lovely derriere you have here Applejack, it is a little large, although it is..." She slowly traced a hand up her ass cheek towards the top of her crack. "Wonderful..." Rarity stared blankly at Applejack's large ass.

"Calm down, Rarity. They'll plenty of time for worshiping later." She winked at the woman behind her who was still struggling to pull the chaps above her ass.

"A-Buh-Dah-Hum. A... A... Um..." Spike gibbered, confusedly. "WHAT!" He shouted at the sight before him. "WH-WHAT!"

"Did you not talk to him about the offer, Applejack? Rarity questioned.

"What can I say, I like surprising him." Applejack smirked at the shocked man.

"WHAT THE FUCK IS HAPPENING?" Spike yelled in confusion.

"Care to explain, Applejack?"

"Rarity wants ya ta hardcore bang 'er, you need to get ya dragon stuff out ya' system, I'm here so it ain't weird." Applejack explained bluntly. She pulled hardily at the leather chaps, finally getting them above her huge buns.

"True poetry." Rarity said in a tone dripping with sarcasm.

"Okay." Spike said cautiously, not quite believing what was happening.

"Oh, Luna." Applejack rolled her eyes and walked over to her boyfriend. She swiftly wrapped an arm around his knees and placed her shoulder on her waist and hoisted him onto her shoulder. Spike watched the floor as he was carried to Rarity's spacious bed. He grunted as he was flipped onto the bouncy surface. He stared up at his girlfriend, she smirked back at his blushing face. He also noticed the nectar dripping from his lover's flower from his compromising position. Applejack bent over his form to fiddle with his belt buckle. "Thing is about Spike. He's hard to start." She explained to an eager listening Rarity. "... But..." she continued to fiddle with his belt but was nearing the undoing of the irritating device. "... Once you get him going..." She finally un-looped his belt and unbuttoned his pants and forcefully pulled hi pants down to his ankles. His rock hard erection sprung from his underwear and wobbled too and fro. "He's hard to stop."

Rarity and Applejack both looked down at Spike's hard cock as it stood at attention, waiting impatiently for some kind of love. His face was flushed with blood as his girlfriend and former crush looked down at him and his erection.

"My, my. What a cute little penis you have Spikey-Wikey." She climbed onto the bed, lied down next to him and eyed his cock hungrily. Spike's blush could start a fire at his dick being called 'cute'. Rarity slowly and teasingly ran a silken finger up from his base to the tip and dipped a finger into a bead of pre-cum that had collected at the top. She took the clear, gooey liquid and placed it on her tongue. Her eyes went wide at the taste. "Ooh, what a lovely taste. I detect a hint of jalapeno and... Alcohol?"

"Yeah, I pinned it down ta tha whole Dragon, flammable, fire thing." Applejack said as she leaned over both figures.

"I could get used to that." Rarity said before giving a tantalizing lick to his head. "Good thing, really. I intend to be drunk on the stuff by morning~" She said with a wink and a tone that almost made Spike blow his load immediately. "That reminds me." She knelt up and looked at Applejack. "Applejack could you be a darling and grab that bottle of wine and a glass for me?" She pointed to a near by table were a dark bottle and a tall glass rested. Applejack nodded her head and sauntered over to the table to collect the requested items. "Meanwhile, I'll unwrap my present." She said as she gave Spike a sexy smirk. She grabbed the bottom sides of Spike's t-shirt and hoisted it upwards, above his head revealing his thin and hairless chest and arms to his new lover. "Aww, how adorable." She cooed at his torso. Spike blushed heavily at how she talked to him. "But don't get me wrong, Spikey..." She crawled down to his waist and ripped the remaining clothes from his legs. She threw the pants and underwear to the floor and turned around. "You're certainly a man were it counts~" She grabbed his shaft and gripped tightly around the base, Spike was shivering with anticipation as the woman above him lent down and he could only wait for what she did next, Applejack had walked over to the bed with the bottle and glass in her, she was smiling down at the event taking place. She bent down an enveloped his bell end in her warm and wet mouth. Spike threw his head back into bed at the feeling of her hot an damp mouth around his sensitive head, something about having his former crush sucking his cock while his girlfriend looked on was the hottest thing he had ever experienced.

"Hey, quite hogging him." Applejack said as she climbed onto the bed and pushed Rarity onto her back and handed her the requested bottle and glass. She lent down and, in the blink of an eye, swallowed Spike's entire cock in her warm mouth. Spike moaned in ecstasy as he felt Applejack's entire mouth around his cock. She kept herself still for many moments all while staring into Spike's eyes.

"Alright darling, stop showing off." Rarity said, obviously agitated with Applejack's antics. She pinched Applejack's nostrils causing the country girl's eyes to go wide and cough and gag on Spike's cock. She quickly retracted herself from his now saliva covered length. Applejack scowled at the laughing Rarity, however, a playful smirk crept across her freckled face. She raised a hand above her head and brought it down hard and harsh onto Rarity's right ass cheek. Rarity yelped in surprise and pain at the unexpected attack on her backside. "Owww. My little bottom." Rarity whimpered as she rubbed her red backside. "Applejack, let's not fight. After all, we both have a common interest here." She turned her head to Spike, still looking on at the two most beautiful women in his life play fighting. Rarity poured a plentiful helping of the wine into the glass and handed it to Spike. "Here, drink up."

Spike took the glass by the stem and sipped at the red liquid. The taste was bitter and pungent and left an vile aftertaste, Spike detected more than wine however, the aftertaste had a strong taste of spice and herb. "That's strange." Spike said, smacking his lips. "It tastes funny."

"All of it, dear." Rarity commented. Spike reluctantly downed the entire glass of the bitter alcohol. "The aftertaste is a secret ingredient fresh from a certain woman from the Everfree Forest. An aphrodisiac that will let you contact your..." Rarity considered her next words carefully. "...Primal side." Spike was already feeling the special wine take it's toll as he was rubbing his hands up the women's thighs.

"What's in it?" Spike asked as he hungrily eyed the women's curves and features.

"Oh, nothing special." Rarity said as she shivered under Spike's hands. "Some chilli, a few choice herbs... A bit of quim." Rarity picked up the bottle and took a long swig, straight from the bottle. "Ooh, you don't quite get used to this. I had it yesterday, a bit too much, I admit, but my was it strong. I ended up fingering myself into unconsciousness." Rarity said with the sexiest tone Spike had ever heard.

"Gimme some of that." Applejack demanded as she snatched the bottle from Rarity's hands. She proceeded to take several full gulps of the wine. She reeled back at the taste. "Woah, nelly. That thar is sum potent stuff. Hmmm, could use a... Spike" Applejack chuckled. She tipped the contents onto Spike's genitals and trailed the liquid up his chest to his neck. She grabbed Rarity by the back of her head and forced her down to Spike's crotch. Rarity took the incentive and licked and slurped the liquid off of Spike's body, Applejack also did her best to collect the wine from Spike's smooth body. They eventually made their way up to his collar bone and stopped, happy they had squeezed all the wine from his body. Applejack had another naughty idea that Spike might enjoy. She slipped a finger into Rarity's choker and pulled her closer, she spontaneously locked lips with her best friend, they mingled their moist muscles in each others mouths. Their kiss was sloppy and crude but intensely arousing to all party's, their tongues wrestled messily in and outside their mouths, Rarity sucked on Applejack's bottom lip, Applejack countered with a playful bite to Rarity's upper lip. After an intense make out session that felt like it lasted hours the two women separated with a string of saliva connecting their lips and a number of heavy gasps.

Spike looked on wide-eyed, open-jawed and not believing what had just happened. His girlfriend and former love interest licking wine from his body and making out heavily was easily the sexiest thing he will ever see. His body felt incredibly hot... A familiar kind of hot. His vision went blurry and started to lose color. His head begun to spin rapidly as he became dizzy, he closed his eyes to stop himself from vomiting. He opened his eyes to know find his vision to take on a reddish hue. He looked to the arm by his side and saw jagged, purple scales and spikes travel up from his fingers to his wrist. He looked back to his lovers and noticed they had started to get a vibrant orange glow. His mind became hazy and clouded and fro some reason, all he could think about was having sex with the women in front of him.

"It's happein'." Applejack said in fear and arousal.

"What happens no-" Suddenly, Rarity was tackled back into the bed and her mouth was assaulted by Spike's rough lips. He quickly penetrated her lips with his forked tongue and explored the foreign environment. Her mouth was soft and squishy, he prodded at her cheeks and roof, tickling Rarity while he did it. He ran his long tongue against her pearly whit teeth, Rarity moaned into his mouth as he probed her mouth. Finally he locked with Rarity's own lean tongue and started engaging in a battle with the hot, wet muscle. Rarity felt this and instantly submitted to Spike's dragon tongue. She let him play with her tongue while his hands roamed all over her thin, pale body. Finally, Spike released from the intense kissing with his lips still wet from her saliva, she had a vibrant blush on her face and has panting slowly and heavily. Rarity examined Spike's naked body as he stood above her. Her gaze traveled down his body, but when she saw a certain feature her jaw was almost dislocated from her body.

The blood had traveled to his previous average erection and how now transformed it into a massive mountain of meat. Heavy beads of cloudy pre-cum hit Rarity's stomach and rolled down to the bed sheets as Rarity marveled at Spike's huge length, it was easily the biggest Rarity had seen, it was bigger than any of her 'toys'. Rarity wondered what ways she would (or could) take it.

"Pretty great. Ain't it?" Applejack said, smugly as she grabbed Spike's heavy cock by the base and slapped it against Rarity's belly.

"Ummm..." Rarity's mind had gone blank at the size of his cock. She couldn't react as he crawled up to her and placed his throbbing cock in her open mouth. He grabbed the sides of her head and wrapped her claws in her purple curls. He thrust his cock as far into her mouth as he could, he got about to about a quarter of his length in before he hit any resistance, Rarity begun to gag as Spike's cock invaded her throat. he began thrusting hard into her mouth, however, Spike felt he was not fucking enough of her throat and quickly had to change his position.

He crawled to the head of the bed and pulled her head down to face his head. Her crown was pushed deep into the mattress as her mouth was know at the exact level of his head. He pushed his head up against Rarity's lips, covering them in his sticky, salty pre-ejaculate, she quickly collected some on her lips and got some into her mouth, savoring the taste. Spike was done rubbing his pre-cum on her face and decided to take it further. He pushed his leaking bell end past he soft, red lips and slid the shaft about half way down her throat before Rarity started to gag, however, Spike showed no signs of stopping. He began giving rhythmic thrusts into her throat, if Rarity was lucky she would only get a mouthful of cock instead of a throatful. She started to enjoy the facefucking after a while, the fleshy texture of Spike's member, the strong, musky pheromones, the lewd sounds, Spike's balls slapping against her forehead, the spittle dribbling down her face. While she was a lady from the outside, she was always a little naughty in the sheets, but she had never experienced anything like this before. Being dominated by a man in such a lewd and crude way made her feel like a little, naughty slut... And she loved it!

While Spike was thrusting into Rarity's mouth and Rarity was wriggling in discomfort and pleasure, Applejack was stroking her soft, wet folds and running circles around her clit. While watching her boyfriend being dominant and Rarity acting like a slut was incredibly stimulating, she needed something more. As she studied the intense fucking in front of her she noticed that Rarity's black, silk panties were soaking from her arousal. An idea was formed in her mind and a playful smirk formed on her face. She crawled over too Rarity's lower half and slowly ran a finger up her wet pussy through the sleet underwear. Rarity gave a light and girly moan to this sudden interaction by the horny Applejack. Applejack continued to play with and tweak Rarity's folds through her panties, this playing caused Rarity's body to release even more of her sweet nectar. However, she found that just prodding her panties wasn't enough for the southern gal. She pulled the panties aside and marveled at Rarity's folds. Her pussy was was almost perfect, a lovely and healthy shade of pink, the folds were as soft as velvet, her clit was red and engorged, the smell of roses wafted from her eager hole, she secreted her sweet juices at each thrust from Spike and there was not a sign of pubic hair. Applejack couldn't help as she touched and stroked her soft folds.

"Hmmm." Spike grunted at Applejack, breaking her out of her trance. She realized she had been staring at Rarity's cunt for a while now. She coughed, trying to play off the awkward interaction, she quickly placed her index finger at Rarity's waiting hole and ran her finger teasingly across her soft, pink flesh. She slowly inserted her rough finger into Rarity's tight hole, her walls tightened and a new wave of arousal washed over Applejack's finger and traveled down too the sheets beneath. She slowly pulled her finger back out of Rarity's vagina only too place it back in. She began thrusting her finger into Rarity's tightening hole in time with Spike's thrusts, one goes out, the other goes in. She quickly added her middle finger to the fingering, eliciting more moans from Rarity. She began to wriggle even more from Applejack's fingers and started to grunt and struggle on Spike's cock.

"I think she wan's to say sumthin." Applejack said. Spike grunted and pulled his cock from Rarity's mouth, thick streams of saliva ran from her mouth down her face. She reared her head up too look at Applejack. She was inhaling heavy glugs of air from Spike's facefucking.

"Applejack... Go into my... Closet, and... Move the coats at the back... Then push the back board and... Slide it to the right." Rarity said between gasps before collapsing back into the bed and letting Spike use her throat.

Applejack climbed off of the bed and strolled over too Rarity's walk-in closet, sucking on the fingers she had placed in Rarity moments ago and savoring the taste of her juices. She walked into the closet and moved to the rack filled with coats in the back. She slid the various jackets and coats out of the way to get at the back. The wall was white and seemed normal enough, Applejack placed a hand on the wall and it bent slightly from the pressure before making a small click. The wall had moved back into... Something. Applejack did what she was told and slid the panel to the right. She marveled at the inside.

"Holy shit!" Applejack blurted. The panel opened up to a secret compartment filled with various sex toys and bondage gear. Dildos, vibrators, clitoral stimulators, magic wands, prostate massagers, strap-ons, rope, bondage belts, handcuffs, riding crops, whips and long wooden rods were just some of the devices that littered the secret compartment.

"The wand, Applejack!" Rarity shouted from the over room.

"Shut up, slut!" Spike commanded, followed by a large gag as he no doubt put his phallus into her mouth.

Applejack grabbed the wand fro the wall mount and briskly walked back into the bed room, she plugged the wand's cord into the wall. She climbed onto the bed and switched the wand on at its lowest setting. The wand gave a steady and ticklish vibration as Applejack touched it to her finger. She then inserted her fingers into their previous, cozy hole and placed the wand's head on Rarity's engorged clit. Rarity gave a soft moan at the increased stimulation.

Applejack had left the technique of slowly thrusting her fingers inside of Rarity and had decided to use her fingers to get into all of Rarity's nooks and crannies while jerking her fingers erratically in her vagina. Rarity was now moaning heavily adding vibrations to the blowjob she was giving Spike. Applejack kept her finger-fucking up for a while but was annoyed at Rarity's silken panties getting in the way. She soon became infuriated with the panties getting in the way of her sexual efforts and came up with an idea. If she couldn't take them off because of the garter belt, she had to take them off in a different way. She turned the wand off and placed it on the bed and pulled her sticky fingers out of Rarity's hole. She placed a hand onto Rarity's stomach and hooked another hand under the crotch of the panties.

"Sorry, Rares." Applejack said as she pulled at the panties, causing Rarity to squeal onto Spike's cock. Because of the thin fabric of the panties and Applejack's muscle, the panties snapped easily and flew across the room, Rarity's vagina was on full show to the room now. Spike did the same to Rarity's bra, pulling at the front center gore of the bra until the metal hooks were stretched to there limit and snapped. Her breasts jiggled as they were exposed. Spike laid his scaly claws on her round, firm breasts. Her breasts were perky and natural, measuring in at about a large C with soft, small and pink nipples. Spike roughly massaged Rarity's globes with his claws, occasionally pinching and tugging on the erect nipples.

Applejack reinserted her fingers into Rarity's vagina and pressed the active wand onto her clitoris. She quickly stated jilling Rarity with added vigor because of Spike's rough play with her breasts.

Rarity was in absolute heaven. The feeling of being sexual putty in the hands of Spike and Applejack was almost too much for her. Seeing Spike being so dominant and animalistic was so exciting to her, he was normally such a nice and orderly gentlemen but seeing him using her as his personal fuck-toy and what a beast he was in the bedroom had Rarity questioning which Spike she liked more. Spike's effort's paired with Applejack's rough fingers exploring her insides and the wand massaging her clitoris was too much. She knew a heavy orgasm was approaching ever since they had started the evening, and it was fast approaching.

Applejack doubled her fingering efforts and increased the vibration on the wand in an attempt to get Rarity to squeal in pleasure, little did she know that this would be the final push for Rarity. Rarity's entire body rocked and she gave a scream of pleasure onto Spike's cock as her orgasm spread from her head to her toes. She wiggled around the bed as a large squirt of her vaginal juices shot from her pussy and splatted against Applejack's chest, a second smaller stream failed to hit the previous target and fell on the already soaking bed sheets. All Rarity could feel was her body feeling like it was on fire because of her orgasm.

While Rarity was building her orgasm, Spike was building his own orgasm. Once Rarity's climax came her throat tightened around Spike's cock and her long squeals made ticklish vibrations run down Spike's cock. As it was for Rarity, it was the final straw for Spike.

"GRRAAAAAAAHH!"

Spike gave a few short, erratic thrusts into Rarity's mouth until he hilted himself to the base of his cock. Rope after rope of thick seed traveled down Rarity's gullet, she happily drunk the spicy cum until she almost began to choke on it. Luckily for Rarity, Spike pulled his still-erect cock out of her mouth. A mixture of saliva and semen ran down Rarity's face along with a few left over streams of Spike's semen fell onto Rarity's face.

Both Rarity and Spike recollected themselves after their respective orgasms. Applejack lent back and switched of the wand.

"Well..." Rarity said in between gasps. She moved up to a sitting position. She faced Applejack, cum still dripping from her face. "That was something. Is he done know or- Ah!"

Rarity gasped as she was tipped over onto her hands and knees. She released a second gasp as she felt something penetrate her sopping vagina. She looked back to see Spike, already recovered from his orgasm, furiously humping into her pussy. She moaned as his large cock slid into her her wet, pink hole and bumped against her cervix. She turned back around to find she suddenly had a faceful of wet, pink vulva.

"I don't think so, Rares! Ya got a long night ahead of ya." She said before grabbing the back of Rarity's head and forcing her mouth to connect with her wanting lips. Rarity quickly evaluated the situation and realized what to do. She quickly went about pleasuring Applejack's vagina. She pressed her tongue up against her pink slit and ran her wet muscle up and down, briefly flicking the tip of her tongue against her clit, making Applejack shudder. She gave a heavy moan as Spike hit an especially sweet spot in her inner wall, she sent vibrations through Applejack's vulva causing her to give a small, throaty groan.

Rarity advanced her massage on Applejack's vagina by delving her tongue deeper into her moist cave, know kneading her deep walls. Rarity was very sexually liberated and was no stranger to lesbian interactions, making her quite adept at cunnilingus. Applejack was know groaning heavily, but still needed a bit more. She picked the wand up, still wet from Rarity's ejaculation, placed it against her clitoris and turned it onto a medium setting. She gasped at the new sensation rocking her most sensitive region, she had used vibrators before but none were as professional as this one. She could feel every wave and vibration resonate through her clit and down to her lips. She gave a throaty moan at the added pleasure and placed a hand on the back of Rarity's head and forced her deeper into her pussy.

Rarity kept up her deep massage on Applejack for a long while, all while still being humped from the back by Spike. She could tell she was building up her orgasm for a while now from her groans getting more and more intense to the way she sometimes wriggled when Rarity ran across certain spots along her inner walls. She had increased the vibration speed on the wand and was know moaning loudly.

"Ah, fuck... I'm fuckin' close." Applejack said in between loud moans. Rarity smiled into Applejack's vagina at the news. She increased the speed and pressure of her tongue movements and focused her attention on Applejack's sweetest spot.

Once Applejack felt her G-spot assaulted by Rarity's tongue, the dam broke. Waves of pleasure spread through her body as her orgasm made her toes curl, her legs shake and her eyes roll into the back. She attempted too give a loud moan of approval, but only managed a small whimper before pausing and letting out a long and exhausted moan. Her entire body went limp as she gasped for oxygen after the exasperating orgasm and fell back onto the bed.

"Wow..." She gasped. "That was... Nice... Do you want to-"

"GRRAAAAAAAHH!"

Spike roared triumphantly as he came for a second time that night, taking both Applejack and Rarity by surprise. Rarity gasped as she felt a a thick stream of seed hit her cervix. She let out a few more gasps as she felt more thick streams hit her insides and slowly fill her womb, after a while Spike's semen began to ooze out of the seal between Rarity's vagina and Spike's penis and drip down onto the sheets. He bent over slightly and closed his eyes as he inhaled large glugs of air to get his energy back.

"Does he do that every time?" Rarity questioned at Spike's roar. "It's very loud."

Spike opened his eyes which still glowed with dragonic vigor. He grabbed Rarity by the hips again carried on his hard thrusting, much to the surprise of Applejack and Rarity. He had gone twice in one night before but with such a high expulsion of bodily fluids, the woman were thinking how he hadn't passed out from dehydration. They looked at each other.

"Well... He certainly isn't showing any signs of..." Rarity moaned loudly. "Stopping." She said as her eyes rolled into the back of her head. "Applejack..." She moaned. "Could you get some toys?"

Rarity gasped out of shock as a firm slap crossed her cheek. She looked up at the giver of the slap, a sly grin crept across Applejack's face as she looked down at her new play thing. She grabbed Rarity's face and squished her cheeks, forcing her too look up at her.

"That's Mistress Applejack, bitch." Applejack said in a dominant tone.

Rarity would of squealed with delight at the way she treated her, if she didn't fear her punishment. Applejack walked off to the closet, while Rarity admired her wobbling ass as she walked away. She was broken out of her ass-trance as she felt a rough and scaly hand harshly slap her backside while another scaly claw grabbed her purple curls and pulled her head back to her other lover.

"What are you looking at, slut?" Spike harshly asked.

"Nothing, master." Rarity whimpered.

"Hmm. That's what I thought, whore. Spike growled as he pushed Rarity back into the mattress and placed another sharp claw onto her tight ass, causing Rarity to squeal with ecsatcy. She took the punishments Spike was handing out with much gusto as he systematically thrust into her like a piston until Applejack returned ad dumped the remaining contents of her secret compartment onto the bed. Rarity looked at the large pile of bondage equipment and sex toys with worry in her eyes. Her eyes traveled up to the woman responsible for the pile who had donned a large purple strap-on and was applying generous amounts of lube to the pseudo-penis.

"You got a looooong night ahead of 'chu." Applejack said playfully. "Now spread dem cheeks girly!"

"YES, MISTRESS PLEASE LET ME CUM!" Rarity practically yelled in between Spike forcing his cock as far down her throat as possible. Applejack was pleasuring her clit with one of Rarity's more powerful clitoral stimulators while occasional giving a swift whip to her bare skin with a riding crop. Her hands and feet were handcuffed to the bed posts. They had been edging her for a while now for there own twisted pleasure as she struggled and wriggled into her restraints.

"Whatchu' think, Spike?" Applejack asked as Rarity moaned and whimpered loudly.

"Your lucky I'm merciful!" Spike growled. "Let this bitch cum."

"Alrighty." She turned the knob on the stimulator to the maximum setting and applied heavy pressure to the clit while placing her index, middle and ring finger into her semen filled vagina and vigorously finger blasted her friend. Rarity felt intense amounts of pleasure spread through her mind and her entire body twitched as her orgasm sent incomparable amounts of ecstasy through her body. She began giving a small whine which slowly escalated. It was going to escalate into a loud scream but Spike forced his phallus into her mouth before she could continue, he began thrusting furiously into her mouth in a effort to cum as soon as possible. Rarity would have pleased him with her mouth but was too busy with the orgasm that still shocked her body. Spike started to thrust harder and faster as he could feel his 7th orgasm of the night approaching, he grabbed Rarity's breast, tweaking the nipples and slapping the soft globes to get himself of. Rarity's body reacted to the sudden assault on her mammaries by tightening her throat and slightly clenching her jaw at the pain. This was the final push that did it for Spike, he retracted his cock from her mouth, some strings of saliva still connecting the previously integrated body parts, he then grabbed it by the base and frantically squeezed and stroked his cock until the final moment.

"GRRAAAAAAAHH!"

Spike roared a deafening roar that shook the walls of the Carousel Boutique and caused Applejack to wince and cover her ears, Rarity's mind was still blank from the orgasm so paid it no mind. Spike aimed his large cock at Rarity's face and unleashed a powerful shot of jism to Rarity's face, the shot splattered heavily over her face covering almost all of it with a single stream. After the initial first shot he followed up with a series of more heavy spurts onto her face. After a few more large spurts, each getting smaller with time. After Spike was done he collapsed back into the bed leaving her face plastered with his seed and a pool of his sperm collected on the bed.

"Holy shit!" Applejack blurted at the huge amounts of semen on Rarity's face.

"What?" Spike said, his dragon side had retreated and he was back to normal. "Where am I? Why are you naked? Oh, right! We were... And Rarity was..." He looked around the room expecting to see Rarity standing up somewhere. However he didn't expect to see her in the state she was in. She was still handcuffed to the bed posts at her hands and feet, all of her clothing from the foreplay had been ripped off of her body, the sheet beneath her was soaking with her vaginal juices, some of Spike's semen was still oozing out of her pussy and some streams were still strewn across her model-like body and her face was practically glazed with spit and semen. "Oh shit! Did I do that?"

"Yeah ya did, sugar. Quite impressive too." Applejack chimed.

"It's gross." Spike said, reeling back in disgust.

"Yeah..." Applejack said, getting up from her sitting position on the bed and unlocked Rarity's restraints, not that she seemed to care. "Yo, Rares... Y'alright?" Asked Applejack.

"Never..." Rarity paused for several moments, trying to make sense of her muddled mind. "...Better."

"I think ya need a shower." Applejack said, pulling Rarity up from her bed and placing Rarity's arm around Applejack's shoulder.

"Let me help you." Spike offered but was quickly shut down.

"No, ya won't. You need to get some fluids inside of you. I think ya jizzed your own body weight out." Applejack joked as she hobbled with a weak Rarity on her shoulder to the bathroom.

"Well, alright then." Spike said as he lied down on the bed, grabbing a convenient glass of water and quickly downed the whole thing, sighing at the refreshing taste. He placed the glass on the table and took a glance at the alarm clock: 6:05 AM. The town of Ponyville should be stirring from it's slumber by now.

Twilight huffed as she tasted her first morning coffee, you would of thought from years of being around and drinking coffee would make her skills more attune to the art of the coffee, but, alas her coffee still tasted like tar and milk. She walked back up to her room in the Crystal Palace, her fluffy moccasins almost slipping of her feet.

She walked to the large and elaborate Crystal door to her Crystal room. A lone guard stood outside her door, ever at attention.

"Princess Twilight Sparkle, would you be interested in-"

"Not now, Flash." Twilight said lazily while pushing him away by thrusting her open palm into her face.

She continued her daily routine by walking up to the large Crystal window in her Crystal bedroom and looked out to the town of Ponyville and thought to herself.

Where the Tartarus is Spike. He said he was staying at Applejack's but he's usually hear to make my coffee by now. That delicious, damned coffee.

All of her sudden, her attention was taken away from her precious coffee, when an unknown noise came from what seemed to be Rarity's Store.

"GRRAAAAAAAHH!"

Twilight paused for many moments, trying to figure out the most logical explanation to this. After moments of deep thought she came up with the only logical explanation... Which happened to be the right one.

She took a small sip of the hot, bitter coffee.

"Damnit."

Meanwhile at Sugarcube Corner.

"Hey, Dashie." An always bright and bouncy Pinkie Pie said to her lover as she rolled over in the bed to face Rainbow Dash.

"Ughh." Rainbow groaned. "What is it Pinkie?" She said in a groggy voice. It was 6:00 AM, she still had 4 hours of sleep to go.

"Spike, AJ and Rarity are having sex." Pinkie said matter-of-factly.

"That's real fuckin' neat-o, Pinks." She said, dismissing her energetic girlfriend and resting her head on the pillow

"My left ear wiggled and waggled, my arms went dead, my nippies were erect and my butthole twitched! That means my friends were there, and so was a dragon, and they had sex and... It was super kinky." Pinkie said as she sat up in the bed.

"Cool." Rainbow Dash said as she got back to her precious sleep.

"GRRAAAAAAAHH!"

Suddenly, Rainbows eyes shot at the loud and mysterious noise from outside.

"Told ya." Pinkie said, mockingly.

"He's gonna brag about that for weeks." Rainbow said before laying her head back on the pillow.

"How come I never make noises like that?" Pinkie asked Rainbow

"UGGGGGHHHH!" Rainbow grunted.

Luckily, Fluttershy was too far from town to hear the sexual escapades of her friends. If she did her blush would become nuclear and most likely would of killed all the inhabitants of Ponyville and Equestria would suffer from the nuclear fallout.

Hey, what's up.

Boom! First fanfic = Done.
I didn't really like this chapter, it felt sort of unnecessary and I think I felt that it fell off about half way through.
I was gonna proofread this but I'm a lazy fuck and I don't have the time. ( Jesus, that sounds arrogant.)
As always, criticism welcomed.

Anyway enjoy!

- Lucien Bubblegum