Rarity walked into the barn at Sweet Apple Acres, and quietly shut the door behind her.

“Well howdy, Rarity. Something I can help ya with?’ Applejack asked, as she sealed the last of a number of apple crates against the side of the barn.

“Why yes, darling, Berry Punch just got a shipment of wine from Canterlot, and I wanted to test it against some of your hard cider.”

“Rarity, ya’ve had my hard cider, and I quote ‘Applejack, darling, this is a little too strong for my taste.’ Why the sudden interest?” Applejack sat down on the crate she had just sealed.

“Excellent question! And the answer is rather simple: it’s not for me; it’s for Spike.” Rarity pulled a crate over with her magic, and sat down herself.

“I don’t understand. Spike is barely old enough to drink; what would make him a good judge of alcohol?” Applejack’s confusion was clearly displayed on her face.

“Nothing, that’s the point, the goal here is to get you, me, and him in my boutique alone.”

“Rarity, I hate to repeat myself, but again, I don’t understand.”

“It has occurred to me that all six of us are in love with Spike: Rainbow Dash, Pinkie, Twilight, Fluttershy, you, and me. Don’t try to deny it, dear, I know it’s true, and you’re a horrible liar. And rather he’d admit it or not he has romantic feelings for all six of us, after all these years together.” Rarity said, a knowing but gentle look gracing her features.

“I’ll admit that with all the time he’s spent here helping out on the farm, I may have started falling for him. He’s just so friendly, helpful, and caring. He picked up right away how upset I was about Apple Bloom leaving to see the world for that year. Everyone else assumed I was fine ‘cause of how strong I was acting, but he knew right away. He came to see me after she left, and he sat there with me and just listened to me. When I started crying he just grabbed me and let me cry on his shoulder. He told me that if I ever needed to talk to someone about how I felt I could come to him, and he’d always listen and help me when he could. No one has ever treated me like that; ya’ll see me as this strong, sensible cowpony, but he saw the hurt sad mare behind that.” Applejack began to blush as she dragged her hoof back and forth over the crate.

“He is quite amazing,” a dreamy smile spreading across her face, “isn’t he?”

“And what about you, miss, ‘one day I’ll find the perfect gentlecolt, and he’ll whisk me away to be his Princess’?” Applejack’s said, her tone just borderline of accusing.

“Well it’s obvious isn’t it? I found him. He didn’t exactly whisk me away now, mind you, nor was he a gentlecolt, but a gentledrake. Instead of carting me away to fairy tale land, he took his time and swept me off my feet while staying firmly rooted to Ponyville with all of us. I think I finally admitted falling for him three years ago, after he rampaged through town. Spike’s love for me was so strong that it broke him out of his greed growth; it was unbelievably romantic and special… and it humbled any act of generosity or love that I’ve ever committed. I never told anypony this but, when we were falling he actually told me that he had a crush on me… well he tried at least; I silenced him towards the end. I was afraid to hear those words, afraid I’d let myself fall for him, but most of all, I was afraid that his love would pass as nothing more than a childhood fancy.” Rarity’s happy smile faded to guilt and self-loathing as she went on.

“However, when I got home that night I realized that Spike had always been there for me. He fought the Diamond Dogs and came charging in to rescue me when I got kidnapped, he pulled strings in Canterlot to get Hoity Toity to my fashion show, he secretly sent Sapphire Shores to my shop, he always helps me search for gems, and any number of other times. After the Blue Blood fiasco he noticed I was missing and went outside to find me crying. He just sat down beside me gave me a small hug and asked if I wanted to talk about it. He sat there and listened to me go on and on about what a jerk Blue Blood had been; can you imagine listening to the person you love go on and on about another love interest?”

“I have an idea,” a sad, but understanding Applejack admitted.

“Yes, I suppose so. Not to put too fine a point on it, but everyone sees me as this pompous, beautiful, and successful fashionista, but he sees me as the hardworking, artistic mess that I am; and he loves me for it. Honestly he’s probably the sole reason behind my success always helping and secretly promoting my clothes to all these big names he somehow knows.” Rarity said, her happiness slowly returning as his love for her filled her thoughts and words.

“Now, that’s not fair, Rarity; you’re a big part of your success too.” She knew how much Spike had helped, not to this extent though, but she also knew how hard Rarity had worked. As usual, her friend was being a bit overly dramatic and generous with her praise. Still, she could understand where it was coming from. While Spike’s emotional support had been the tipping point of her own emotions for him, his hard work on the farm was the buildup that allowed it to happen. In the fields, her covered in sweat, him being reptilian not, the two toiled under the sun, talking about anything on their minds, his muscles bulging under the scales as he bucked a tree, or swung at it with his tail. It was something she’d always imagined, almost tradition for the Apple family mares, to find someone who was strong and had lots of stamina to help work the farm, but also someone who she could connect with and love. Her train of thought was broken by her friend continuing her speech.

“Yes, I suppose my artistic gift and hard work can be credited as well, but still I know I wouldn’t be anywhere near as successful as I am without him helping me from the shadows. I suppose that’s the final reason I love him, he does all these things for me, and he asks nothing in return. Even going as far as never telling me that he was the one who set it up, letting me believe it had been entirely my own talent and hard work that prompted my success and good fortune. Honestly, no one’s ever been as generous to me as he has.” Once again her dreamy smile lit up her face.

“All right so we both love him as well as the other four, but I still don’t see what this has to do with getting the three of us alone in your boutique.” The whole thing had only aided in confusing the cowpony further.

“Well first, we're going to lure him to the boutique with our little liquor problem. Then, we’re going to let him drink while we secretly drink almost nothing. Dragons don’t really get affected by alcohol as it burns up largely in their stomach, as I’m sure you remember from his eighteenth birthday party. Next, we’re going to tell him how we really feel about him. Finally, we’re going to drag him upstairs to my room and my oversized bed and get very, very passionate with him… and each other.” Rarity replied in a matter of fact tone; only momentarily being betrayed by her pause near the end.

“Whoa there, Rarity! We’re gonna do what now with Spike and each other?” A blush spread quickly over Applejack’s face.

“We’re going to make love, all three of us,” a very red but very confident Rarity answered.

“And how exactly do ya propose we even do that? Assuming I was even considering this lunatic plan of yours.” Applejack was surprised at how calm her own tone had become.

“Well dragons have two…phalluses.” Rarity’s embarrassment spreading even further over her face.

“Two what?”

“He has two members,” Rarity put her front hooves together and slowly separated them to emphasize her meaning.

“Oh, OH! How does that work? And for that matter, how do you even know that?” Applejack asked, more interested than embarrassed at this point.

“Dragon biology, they're apparently connected at the base. I discovered it when I first realized I had feeling for Spike and was looking through a number of books for anything that might discern a foreseeable problem in the future,” Rarity answered, in the same matter of fact way as before.

“Interesting, but what about the other four; I thought your plan involved all of us?”

“It does, you see, first you and me, being the most confident and honest with our feelings, are going to admit those feelings and spend a night with Spike. After that, we're going to inform Rainbow Dash of our little plan; I’m sure she’ll love the idea, she’s always been rather adventures and loyal after all. Rainbow Dash will be the perfect mare to get Fluttershy, herself, and Spike alone to enjoy one another’s company. After they're done expressing their feelings, we’ll bring Fluttershy into our little group. Twilight and Pinkie, I admit, do provide a bit of a problem, but I’m confident with all four of us together we can find a solution to get them and Spike together for a night.” Rarity had been unable to create a solution, but she knew that her and her friends could do anything together!

“The four of us? What about Spike?”

“I believe it’s best to keep Spike in the dark for now. I’m not sure how he would react to knowing that we’re pulling strings to make him and us the luckiest beings in existence. Don’t worry though, once all six of us have come out about our feelings and made love with him; we’ll let him in on the secret.” Rarity had a mischievous look in her eye as she said the last part.

“You seem to have left out one small detail,” the new co-conspirator realized.

“Oh?”

“Spike ain’t exactly the type to sleep around. Once we tell him our feelings and have our way with him, he’s going to become loyal to both of us. Meaning he ain’t gonna be willing to take the others up on their offers.” This time it was A.J.’s turn to give the facts.

“I already thought that through actually. Once you and I have had our initial fun with him, we’re going to suggest that he should find out if any of the other girls are romantically interested in him, since we obviously don’t mind sharing. We’ll tell him to keep our activities secret and to see if any of the other girls come out about any feelings for him. With our permission to act on such feelings, Spike will be more inclined to take Rainbow Dash and Fluttershy up on their feelings and offer. Plus, you know how persuasive Rainbow Dash can be and with Fluttershy’s natural charm and adorable personality, and our permission, there’s no way he’ll be able to turn them down.”

“I’ll be needing one of my finest barrels of hard cider from the cellar.” An almost wicked smile consumed the once flustered mare.

“Fantastic! Be at the boutique by eight tonight. Bring a basket of apples with you as well.” Rarity could hardly contain her excitement at the thought of her plan coming together.

With that the two seemingly innocent mares went on their separate ways to make preparations for the long night ahead of them.

“Hello, Rarity,” the purple unicorn said, finding her friend on the other side of the door.

“Hello, Twilight, darling. How are you this evening?” Rarity may have been in a hurry, but a lady always went through the formalities.

“I’m good. If you don’t mind me asking though, why are you here?”

“It may seem a bit sudden, but I was curious if Spike would be able to spend the night with Applejack and me over at the boutique?” Rarity said, sounding just a bit flustered.

“Well he doesn’t have any work to do here tonight, and he is an adult now, so he doesn’t need my permission. All the same though, what do you and Applejack want with Spike that requires him to spend the night?” Twilight couldn’t help herself; she knew she was being nosey.

“Applejack and I have been discussing a number of topics ranging from business to which tastes better, my wine from Berry Punch, or her family hard cider. Since both of our businesses involve Spike, and he is largely immune to alcohol, among a number of other reasons, we thought that the three of us could get together and deal with some important issues over a few drinks. We’ll be going late into the night, and I wouldn’t want either of them to have to make the trip home in the dark. So I figured the two of them could sleep over, I have plenty of space after all. Plus, I bet you would love a night of quiet studying without Spike for a nice change of pace.” Rarity couldn’t help but smile at her acting, it had all came out so natural and perfect; Twilight would never question her motives.

“Wow, sounds like you three will have an enjoyable evening together.” Rarity almost laughed at Twilights cluelessness. “I’ll call him down so you can ask for his help, but I’m sure he’ll be ecstatic about the whole thing. SPIKE RARITY WANTS TO ASK YO-” Spike was next to Twilight before she had a chance to finish.

Rarity was always shocked at how much Spike had grown in the few short years she’d known him. Spike stood on his hind legs at six hooves tall, a hoof and a half taller than the girls, he was well toned but only as wide around as the normal pony, his spikes were much longer now flowing down his back and tail, his tail added another six hooves to his body as it trailed behind him ending in a hard but flexible spade, and he had grown a beautiful pair of amethyst wings that spanned six hooves each but still folded up tightly against his body. He normally stood on his back legs; on the rare occasion when he took to all four he matched the girls in height, but from the tip of his tail to snout he spanned a good ten hooves. Rarity had to stop herself from drooling at the possibilities.

“Hello, Rarity. What can I do for you?” Spike asked overeagerly, and with just a hint of his love for Rarity shining in his eyes. He’d gotten better at hiding his feeling for the other girls, but Rarity had proven the exception to the rule. He always accounted it to her being his first love.

“Spike, darling, I was wondering if you could come stay the night at the boutique with Applejack and me? We were hoping that you could assist with a few business and personal matters over some drinks, wine and hard cider to be exact.” Rarity knew it wasn’t necessary, but she couldn’t help herself from turning on the charm as she asked, batting her eyelashes and giving him a look that could melt ice.

“Of course, Rarity, there is nothing I’d enjoy more than helping two of the most beautiful ladies in the world.” Spike had no intention of letting the fact that Rarity’s look had almost made him faint stop him from returning the flirtatious action and winking at her. “What time would you like me to arrive?”

“Eight fifteen will be perfect, and not a moment sooner.”

“As you wish, milady.” Spike stood up as straight as he could and bowed to his long-time love.

“Thank you, Spike, and goodbye, Twilight. I must go get the boutique ready for tonight, until then.” She trotted out of the library, and Spike couldn’t help but notice how she was swaying her hips as she used her magic to shut the door.

“Careful there, Romeo, you're starting to drool a bit,” teased the adorkable, lilac bookworm.

“Maybe, but the idea of spending all night with her and Applejack would do that to any healthy young male.” Spike thought he saw a hint of hurt and even jealousy in Twilights face, but it faded almost as fast as it appeared. He shrugged it off as his imagination.

“Yeah, you’re quite the player, Casanova,” Twilight returned to her teasing, conforming Spike’s belief he had mistaken.

“Well I need to get ready for my… whatever tonight is. Shower, scale and spike polish, breath mints, and I should make something to take over there. Twilight what do you think would go well with wine and hard cider?” Spike couldn’t help but laugh internally at how Twilight list obsession was starting to show in him.

“I have no idea. You’re the cook here, not me,” Twilight conceded.

“Fair enough, well I’m sure I’ll come up with something,” with that Spike headed up the stairs to take his shower.

“You really are a player, even if you fail to notice it,” a very lonely, hurt, and love-struck purple unicorn said, as she walked up to the shelves to find a book to spend the night with.

Spike arrived at Carousel Boutique at eight fifteen on the dot. Rarity had a thing about punctuality, and Spike wanted to start the night off on a good note. He had decided to bring shortbread cookies knowing they would go well with red or white wine as well as champagne and the famous Sweet Apple Acres Hard Cider. He knocked on the door and waited; it wasn’t long before Rarity opened the door. Spike’s jaw nearly hit the ground; Rarity was wearing a tight, small, black dress that stopped before her cutie mark and showed off her luscious flank, as well as the gold necklace that held the Fire Ruby from so many years ago.

“Hello, Spike, I hope you don’t mind, but I really wanted to dress up and look nice for the evening. I even got Applejack into a little something.” Rarity smiled as she titled her head towards the couch. Applejack sat on the couch wearing a small tan vest, chaps on her strong hind legs that left her flank and cutie mark completely exposed, and her signature Stetson hat.

“Howdy, Spike. How ya like the duds? Rarity insisted I put something nice on for the night.” It hadn’t even been two whole minutes, and without actually entering the boutique, Spike already had found the need to stop himself from drooling for a second time tonight. He knew tonight was going to be a great one.

“You both look absolutely beautiful; I feel a bit underdressed, actually. Although I’d rather feel underdressed then miss this gorgeous scene before me. Honesty, you two look amazing.” Every word Spike spoke came out genuine, causing both mares to blush.

Applejack attempted to hide her blush by tilting her hat down. “Thanks, Spike. It means a lot coming from you.”

Rarity wore her blush with pride. “Indeed it does, and you look quite handsome yourself this evening.”

“I’m curious how you got Applejack to dress up though. It’s not usually her thing.”

“Oh, just needed the right occasion.”

“I’m allowed to wanna look pretty, ya know.”

“You always look pretty A.J., but you rarely go all out like this.”

“Indeed you do, darling.”

“So do you, Rarity.”

“You are too charming, Spike.”

“I try.”

The three of them continued talking for a few hours over drinks, apples, and the shortbread cookies Spike had brought. They talked about business, they talked about their families, and they talked about all sorts of things as they enjoyed one another’s company. As the night rolled on, Rarity knew it was time to progress their plan. Rarity winked at Applejack to indicate it was time to move on to the main event. Spike had leaned over the table to grab a cookie and didn’t notice, however.

“Spike, I’m afraid Applejack and I haven’t been completely honest with you about why we invited you over.”

“Oh, so why did you invite me over then?” Spike felt a wave of fear and excitement come over him.

“Rarity and I want to tell you something, but I think it would be better if we talked upstairs in her room.”

“I agree, darling.” With that the two mares got up and headed up the stairs to Rarity’s bedroom. Spike followed behind them as he watched their flanks move in a long slow sweeping motion.

As they walked into the room, Spike saw Rarity had carried the apples and some wine up with her. He decided against questioning it, knowing sometimes it’s best to just keep your mouth shut and go with it. Rarity’s horn lit up and the door shut behind her locking.

“Spike, Applejack and I have come to a realization recently-” Rarity started off.

“The fact of the matter is that-” Applejack continued.

In unison, and turning very red, they both confessed, “We love you!”

“Wait, what?” Spike shouted. He had to be dreaming, but if he was, he hoped that he’d never wake.

“Applejack and I are in love with you, and we’ve decided to share you,” Rarity stated.

“Rarity’s idea, you know how generous this mare is,” Applejack clarified, winking at Spike.

“I love both of you too.” Spike wouldn’t deny the truth as he stared at two of the mares he loved more than life itself. He was wrong, tonight wasn’t going to just be great; it was going to be the greatest night of his life.

“So then, you brought me up here to... confess?” Spike wasn’t stupid, after all Rarity’s bed could easily fit 8 or 9 ponies, but he wanted to hear it from their mouths.

“We brought you up here to make love with you… and each other.” Rarity’s blush was creeping back on her cheeks, as she admitted their intentions.

“We want the three of us to share this special night, sugarcube.” Applejack followed Rarity’s example as her face lit up.

“Sounds amazing, but how do we get started?” Spike had never been in a three way, or even had sex for that matter, and he doubted either of them had either.

“Oh, I have an idea,” Rarity answered. A mischievous smile spread across her face as her horn lit up. Seconds later, black velvet bolts flew around the room and wrapped around a shocked Applejacks legs. They pulled her back legs apart and locked her front ones in place, so that her flank was spread as far as it could be.

“What the hay, Rarity? I didn’t agree to this!” Applejack was outraged, and sweat had started trickling down her face. She wanted to know what the hell was going on and she wanted to know now!

“Applejack, be a dear and move your tail up and out of the way of your thighs,” Rarity demanded, very politely and unshaken.

“No! Now untie me!” Applejack shouted, defiant.

“You never were one to make it easy.” Rarity brought over another piece of black velvet and tied the tip of Applejacks tail to the top of her mane. Applejack was left completely exposed. Rarity and Spike looked over her; she had strong muscular legs and thighs from working the fields, they lead up to two soft, furry, orange lips that concealed a pink entrance barely visible, and above those lips sat a small tightly puckered orange star. Arousal was dripping down Applejack’s legs from her marehood as she struggled against her restraints, her face as red as the apples she bucked.

“When I get out of here Rarity, I’m gonna get you!” She couldn’t stop thinking about how the eyes of one of her best friends and her newly acclaimed love were looking over her, inspecting her so intimately, and she couldn’t do anything about it. Worse still, she found herself enjoying it. She was at their complete mercy, and the wetness soaking her legs screamed of her approval.

Rarity levitated the basket of apples over; as well as, pouring herself a glass of wine. “Would you like some, Spike?”

“I’m good. Applejack doesn’t seem very happy though, maybe you should untie her.”

“So Spike, would you like to hear a little story about Applejack?” Rarity continued excitedly.

“Alright.” Spike hoped this would explain why Applejack had been tied up.

“Well you see Spike, when Applejack goes into heat, she has a very special way of getting through it,” Rarity started explaining, eyeing her captive. This was going to be fun.

“Wait, what?” A realization struck Applejack as she thrashed harder. How could she know about that?

“She makes special apples with a super-secret ingredient.” Rarity stood directly behind Applejack and levitated the basket of apples over. “First she takes a Sweet Apple Acre apple, and then she shoves it deep inside her moist tunnel, like so.” Rarity spread Applejack’s lips with a touch of magic, giving her and Spike a clear view of the inside of the cowpony. Then Rarity used her magic to lift an apple up to her friend’s marehood and slowly started pushing it in.

“Ah, Rarity… stop,” Applejack moaned in pleasure.

"What was that, darling?” Rarity asked, pushing the apple further in.

“I said…ah… don’t stop.” Applejack gave into her dirty little secret pleasure. She tried to resist, honestly she did, but even she had her limits. It just felt so good pressing against her.

“Then she lets it stay in there while she works the fields. Of course she’s never been this aroused, so it should only take a few seconds. And with a little assistance from me, quicker still.” Rarity’s horn brightened as she began vibrating the apple inside of Applejack.

“Oh, Celestia… Rarity, it feels so good.” Applejacks tongue was rolling out of her mouth. The fast unpredictable movement coursing through her was driving her insane. Rarity certainly was creative; she couldn’t help but laugh inwardly. She’d make sure Rarity paid for this amazing treatment in kind if it was the last thing she’d do.

Spike watched this all, slightly embarrassed, but completely aroused. In his wild fantasies he’d of never imagined Rarity doing this to Applejack. It was really, really hot watching his first love tease and play with another of his loves so vividly.

“I discovered this secret apple seasoning one day when I had spotted Applejack working in the fields and looking around as if making sure no one was around. I was going to pick up Sweetie Bell from the clubhouse. Naturally my curiosity got the better of me, and I hid before she found me. What I saw surprised and aroused me, she pushed an apple right out of her marehood in the middle of the field in broad day light. She then crushed the apple to make sure it didn’t get mixed in with the others by accident. I couldn't help but think of what a waste it was.” Rarity’s face crinkled a bit, a cute annoyed look on her face. She felt the moisture running down her own legs as she pleasurably tortured her friend for the entertainment of herself and her love, Applejack seemed pretty entertained too.

Applejack’s moaning had gotten louder and faster as Rarity admitted to catching her in the field and watching what she’d done. It had all been so wrong, but it felt so right! “Rarity, I can’t hold it in much longer.”

“Excellent, come for Spike and me. Let the dragon you love and one of your best friends see you spray your juices all over the apple shoved deep into your naughty little pussy,” Rarity taunted her, knowing that being watched was getting her off.

“YESSSSSSSSSSSSSSSSSSSSS!” Applejack came, covering the apple in her secret ingredient and causing it to slide out of her. Rarity caught the apple before it hit the floor with her magic, and carried it with her as she walked up to Applejack’s face.

Rarity bit into the apple. “Mmh, delicious. Here Applejack, have a bite. You did pick it, and add the extra flavoring, after all.”

Rarity levitated the apple in front of her friend making sure that the bite she had taken was partially in the line of fire. Applejack, still coming down from the best orgasm of her life, bit down and thoroughly tasted her own arousal and cum as well as Rarity’s saliva. “I reckon that might be the juiciest apple I’ve ever had.”

“Spike you simply must try some,” Rarity said, beckoning him over.

Spike wrapped his long forked tongue around the apple and pulled it into his mouth. He chewed and swallowed the apple whole, minus two bites. “Not just juicy, Applejack, but easily the best apple I’ve ever had. It does make me wonder what it tastes like from the tap though.” Spike walked around Applejack trailing his claw alone her side and flank as he went before stopping directly behind her, spreading her furry orange cheeks, and sliding his tongue between her lips and into her. Applejack cried out in pleasure as his long, forked tongue lapped at her inner walls tasting her as it went. “Salty, sweet, and delicious, just like the apple that came out.”

“Applejack, I feel just awful about spying on you, tying you up, teasing you, and embarrassing you in front of the man you love. And Spike, I feel horrible for leaving you out of all the fun there. I’m a bad pony, and I think it’s only proper that you two punish my naughty little ass by giving me a good hard spanking.” Rarity positioned herself in front of Applejack and undid her friend’s ties with her magic. She bent down and raised her ass up, moving her tail to the side, and completely exposing herself. This time it was Applejack and Spike turn to inspect Rarity’s assets. Unlike Applejack, Rarity had kept her body in shape to look good and not for labor, her legs were smooth, her hips were curved in all the right places, her soft, furry, white lips were soaked from getting Applejack off and exposing herself to her friend and love, and her ass was tightly sealed by a star.

“Beautiful,” came a whisper from Spike’s mouth.

“I reckon it’s time to begin. I’ll take her left cheek Spike.” Spike noted the evil smile on Applejack’s face. She wanted her revenge, and she wanted it now.

“Sounds good,” Spike raised his left hand and slowly lowered three fingers, one at a time, to signal their start.

“Now don’t worry about being gentle you tw- AH!” Rarity cried out in pleasure and pain as a hoof smacked against her left cheek, and a claw slapped her right one. Clearly neither of them had needed to be told how to do their job as they assaulted her luscious ass.

“I told you, I’d get you, Rarity. Tying me up and exposing me to Spike like that.”

SMACK! “I’m such a dirty girl!” Every lady knew she had to behave properly or get punished. And Rarity was always a lady, even with her ass raised in the air to her friend and her love.

“Leaving me out of all the fun as you teased A.J.”

SMACK! “YES!”

“Spying on me.”

SMACK! “OH!” Rarity ass was turning a dark glowing red from the attention. She was practically drooling onto the floor. She couldn’t help if it was unladylike; it just felt so sharp and hot. It was so good.

“Leading me on all those years.”

SMACK! Rarity grunted, as her eyes lidded over in ecstasy. Had that bestial noise come from her mouth? Was it so good that she was being reduced from a lady to nothing more than some hormone driven animal? She hardly cared. She needed more, and she needed it now.

“I think she’s had enough, A.J.”

Rarity wagged her butt in disagreement, practically begging for more. She didn’t want her punishment to end. She was such a naughty mare; she deserved more.

“In fact, I think we may have been a bit too hard on her. She deserves a little soothing.” Spike lowered his head to Rarity’s red right cheek and stuck out his long forked tongue.

Applejack understood. She placed her head behind Rarity’s left glowing cheek and stuck out her wide rough tongue. They began licking the sore curves, Spike’s long forked tongue flicking and dancing across his side as Applejack’s dragged across her side roughly.

“Oh, Luna!” Rarity was in a state of euphoria at the sensation of having her naughty ass licked by the two extremely different but soothing tongues. Her own tongue had lolled out of her mouth and was drenched in her drool. A small puddle of drool formed on the floor and began to mix with the puddle created from the juices flowing out of her marehood. She could feel the two tongues moving inward as she moaned in pleasure. Suddenly Applejack’s rough tongue brushed over her lower lips as Spike’s began encircling her ass hole. Rarity was getting so close she could practically taste her orgasm. She had never dreamed of being so thoroughly teased and played with. Suddenly something thick and rough entered her flowing river followed by a long pronged snake darting into her tightly puckered hole.

“AHHHHHHHHHHHHHHHHHHHHHHH!” Rarity came in a violent surge. It rocked her entire body with pleasure. Wave after wave came cascading down, a testament to the skill of her company and their tongues.

Spike had quickly removed his tongue and placed his mouth over one of her furry lips as Applejack positioned her mouth in a similar fashion. They had barely gotten in place when the flood gates had come crashing down. Both of them began sucking and drinking the precious nectar from Rarity’s flower making sure not a single drop hit the floor or was wasted.

Applejack lifted her head up, still enjoying the taste of her friend.

Spike pulled away, sucking hard and making an audible pop. “Delicious, better than any gem could even wish to be.”

“I think we might have broken her, Spike. Equestria to Rarity, your hot ass is needed for more sexy fun. Wake up.” Applejack smacked Rarity’s ass.

“Oooooooh. That was just amazing; you two are quite talented with those tongues of yours.” Rarity began to shake herself back to reality as she turned around. The pleasure still rippled through her, but she was ready to move on. After all, poor Spike had not received any release, and as a lady, it was her duty to show him her thanks for all he’d done. Being generous was going to be fun.

Applejack and Rarity were now both staring directly at Spike, giving him sultry looks through lidded eyes.

“Well, Spike, we showed you ours, now it’s your turn,” Applejack demanded.

“Indeed, darling. It isn’t nice to keep ladies waiting.”

Spike knew better than to argue with the two mares and shifted his hands to his waist. Applejack and Rarity gasped as Spike pulled out two long, wide, and pointed erections easily larger than any stallions. They could feel a burning fire between their haunches as they fantasized about being mounted by Spike’s twin dragons. Spike on the other hand was feeling a tad uncomfortable, thanks to the two wide eyed mares staring at him, or more accurately, at his rods.

“Wow, he really does have two,” exclaimed a rather surprised Applejack.

“And look at the size,” Rarity could hardly contain the excitement in her voice.

“Yea!”

“So, Spike, what would you like to do, now?” Rarity wore a sultry smile across her face.

“I would like to make love to the beautiful mares in front of me.”

“Well we’re happy to oblige, but how would you like to do that?” It was taking every ounce of self-control Applejack had to not pounce on him right there.

“If you two could get up on the bed and lay down on your backs, I think that would be a good way to start.”

“Let me slip out of my dress, wouldn’t want to get it dirty.” Rarity levitated her black dress over her head and into her closet but kept the Fire Ruby pendant on.

“I’ll stay in mine, they’re sexy, and I don’t mind cleaning up a mess.” Applejack turned to show off her chaps and flank, winking at Spike.

“Spike, before we begin, it’s both Applejack’s and my first time, please be gentle at least at the beginning.” Applejack nodded in agreement as her and Rarity climbed on to the bed and laid down on their backs. They placed their tails flat against the bed so that their marehoods were completely exposed.

“Of course, I love you two, and I wouldn’t have it any other way,” Spike assured them, as he positioned himself between his two loves. “Are you ready?”

Rarity embraced Applejack who gladly returned the gesture knowing that it was going to hurt and grateful for the support.

“Go ahead, Spike.”

“We’re ready.”

Spike couldn’t believe how warm and tight they felt as he slowly and gently slid into them, until he met resistance. He ripped through as gently as he could, trying to ease their pain as much as possible. The two mares under him cried out in pain and held each other closer. Spike stopped to let them adjust and looked down to see blood dripping from both of their lips. He started petting their backs to help them become more comfortable as he vowed to himself to never hurt them again and always make sure they were happy. “Tell me when you’re ready and we’ll continue,” Spike made sure to sound as if they had all the time in the world.

After a few moments had passed Rarity spoke up, “I think it’s okay for you to start now, Spike.”

Applejack nodded her head in agreement. “I’m good too, Spike.”

Spike started out slowly and kept a steady pace as he went as deep as he could before coming back and almost out. Rarity and Applejack had started moaning in pleasure after getting over their initial pain. Spike couldn’t believe how erotic and sexy their moans were. He could feel their insides tighten around his rods as they try to hold him inside when he was on his way out. He increased his pace as he pounded into them eliciting even sexier cries of pleasure from the two mares.

Their faces revealed embarrassment and heat through the dark red line across them. Applejack’s eyes were closed her head back and lips parted as she voiced her approval. Rarity on the other hand was staring straight at Spike through half lidded eyes that shone of lust and love.

Sweat drenched the coat of the two mares. Applejack welcomed the warm sticky perspiration, a familiarity from years working the orchard. To her it felt natural, right. Rarity on the other hand momentarily worried about being dirty, and then forsaked such thoughts. How could anything that was a product of their love be dirty after all?

As Spike was riding the two of them, Applejack became enthralled in pleasure and began licking the base of Rarity’s horn, moving her tongue in small circles over it before gently sucking on the tip. Rarity raised her volume in accordance with Applejack’s actions and moved her hoof down to tease Applejack’s clit and squeeze her tits. She was to far gone to be gentle as she pulled, squeezed, and roughly rubbed the other mare vigorously. Applejack practically swallowed Rarity’s horn at the feeling of being played with so mercilessly, but managed to speed up her pace instead.

Spike couldn’t keep his eyes off the action as his two beautiful mares pleasured each other. By now he was pounding into them as hard and deep as he could, growling as he went. He knew he wouldn’t be able to last much longer, but from the looks of it neither could they. Spike suddenly had an evil idea to guarantee they all came together. He brought his left claw down hard against Rarity’s left cheek and used his long tongue as a whip against her right, a crack auditable from contact. At the same time he shoved the thumb on his right claw quick and hard into Applejack’s ass. The effect was spontaneous as both mares came, making the previous ones seem like nothing. “SPIIIIIIIIIIIIIIKE!” they shouted in unison, squeezing each other tighter.

With both of them clenching down on his rods Spike roared, loud and feral, thrusting into them as deeply as he could, as he reached his own orgasm and spilled his seed into them.

The sex and surprise ending from Spike had been amazing, but neither mare had expected his cum to shoot into them hot and thick, as it filled every inch of their insides and spurted out of the openings. They cried out in ecstasy reaching a second orgasm before the first was even close to ending. The three locked lips as they rode on the waves of pleasure from their orgasms. Never had they felt so close to anyone or anything else.

Spike slid out of Rarity and Applejack causing a mixture of fluids to pour out of their marehoods flowing down their inner thighs and over their flanks. He collapsed between them and rolled over, sliding his arms around them. They wrapped their hooves around him and snuggled against him. They laid there for a few moments enjoying one another’s warm embrace encompassed by ecstasy and their love for each other.

“So who’s ready for round two?” Applejack asked, shooting the other two a sultry look.

“Oh, there is something I read about that I wanted to try out.” Rarity perked up with a mischievous glare on her face.

“Well I want to lay here; pumping into you two was exhausting.” Spike rose to his elbows

“Actually that’s a good idea; Spike, we’ll take the lead this time,” Rarity agreed full heartedly.

“I leave it to you two then.” Spike saluted and laid back down.

Rarity whispered something in Applejacks ear and a similar mischievous smile shrouded her face. “Oh, that does sound fun.”

Rarity and Applejack moved down to Spike’s twin gifts to marekind and began blowing on them. The response was almost instantaneous as his lower half stood at attention for the two playful mares. They lifted themselves above Spike and slowly came down towards his members. They stopped right before impaling their marehoods on his spears and rubbed them over the tip, Spike growling a little at the treatment. Then, to Spike’s surprise they moved forward and slowly encased his shafts into their asses. They lowered themselves down a little at a time to get used to his size and penetration, thankful that he was still lubricated in the combination of their juices from before. It was slightly uncomfortable and painful, but it still felt unbelievably pleasant to the two.

Spike noticed how different it felt from their marehoods, it was tighter and less moist. He didn’t find it any more pleasant, but it wasn’t any less either it was just different in a very good way. Once the girls were all the way in, they sat on Spike’s waist for a few minutes and adjusted to his girth being in their rears.

“Darling, why don’t you start us off?”

“Sure, sugarcube.” Applejack started slowly moving herself up Spike’s shaft. When she reached the top and started heading down, Rarity began going up.

They started slow and worked into a rhythm where they were never going the same direction on Spike’s twins. Spike was growling in pleasure as he was assaulted by the feeling of going in and out at the same time. It was so intense and unique that even in his wildest fantasies he’d never considered the possibility of being ridden by two beautiful mares that were going in different directions on his rods. Toss in the fact he was in their luscious and tight asses, and he was pretty sure no man had or would ever be so lucky again.

Rarity and Applejack were starting to go wild. They could feel the others’ motions as they picked up the pace.

Rarity loved every second, every millimeter, of her procession as she straddled Spike under her. It seemed only fitting that she should help Applejack enjoy it even further. With her intentions in mind and between her moans of passion, Rarity had managed to get hoof to Applejacks marehood and was clopping her off roughly as they started skewering themselves as fast as they could on Spike’s dragon virility. Applejack was too lost in her own pleasure to return the favor, however.

Spike on the other hand, even enthralled in his ecstasy, had never taken his eyes off the two mares. He quickly and skillfully darted his tongue out of his mouth and into Rarity’s dripping flower. Rarity whined in pleasure as Spike began flicking his forked tongue inside her, going deeper and deeper with every second and teasing her every inch of her as he went. Every few seconds he would roll his tongue around in her and listen to her screams of infatuation. It was music to his ears.

Spike roared as he reached his climax, digging into the sheets and ripping them with his claws. For the first time since starting, both mares had come down on his drakehoods in an attempt to capture every drop of his boiling seed inside them.

The sensation of being filled with his hot, thick cum, as well as the hoof grinding against Applejack’s lips and the soaking wet tongue that had zipped out from between Rarity’s legs and back into Spike’s mouth had brought the girls to their own climaxes. Their own orgasms sprayed over Spikes stomach as they fell onto his chest.

The three of them laid their breathing and exhausted. Spike planted a deep loving kiss on Rarity’s lips; they tasted each other’s mouths as their tongues entwined, Rarity tasting more than a bit of her own arousal that now coated Spike’s tongue. Spike pulled away and planted a kiss on Applejack mouth, their tongues dancing together between their mouths. Applejack recognized the familiar flavor of Rarity juices from her job soothing her earlier and sucked on Spike’s tongue to take some for herself. Spike laid back and held each of them close in a loving embrace.

“Best night ever!” he moaned out between exhausted breaths.

“Best night ever, so far,” Rarity managed giving Spike a quick wink.

“Here’s to many more,” Applejack cooed snuggling further into Spike.

The three of them fell asleep in each other’s embrace, the girls enjoying the heat coming off of Spike and Spike enjoying the softness coming from their fur against his scales.

Rarity woke up a few hours later accidently waking Applejack as she snuggled into Spike trying to get back to sleep.

“Morning, my sleeping beauties.” Spike was staring at the two mares fighting with consciousness against their personal furnace.

“Spike, how long have you been up?” Applejack managed to ask, shaking herself awake softly.

“About an hour or so.”

“Spike, darling, what have you been doing for an hour just lying there?” Rarity realized it was time to wake up as she lifted herself further onto Spike.

“I was watching you two sleep, you’re both so peaceful and beautiful when you’re asleep. Well you’re always beautiful to be fair,” Spike admitted as he looked into their eyes lovingly. “I was also wondering why you two fell in love with me; you admitted loving me but you never told me why.”

Rarity and Applejack spent the next few hours telling Spike stories of how he had managed to win the hearts of the fashionista and the cowpony, holding them closer with every story. He was told of his hard work, his kindness, his strength, and his devotion. He in turn told the girls of how he had picked up these traits by learning from them. It was perfect, and he could feel the love growing between them as the night carried on.