Rarity couldn’t help but gasp as she walked up onto the third floor. The room was massive, a single, wide-open area filled with an assortment of flashing lights and, from the looks of it, a massive speaker system at the opposite end. What appeared to be three pony-like figures moved about on a center dance floor, though the strangely dense fog that had settled in the room made it impossible to make out many details.

Rarity squinted her eyes as she saw another figure further back in the room, this one sitting on what she could only assume was a throne of some sort over by the speakers currently blasting out waves of high-energy sound. She figured that, whomever the pony was, that was the pony to talk to about turning down that Celestia-forsaken noise that they apparently called ‘music’.

As soon as she stepped forward into the room, Rarity noticed the rope-wall blocking anypony from entering as well as the large bouncer standing by the only opening to make sure that the latter was true. She nervously walked towards the massive stallion who, as far as she could tell underneath his sunglasses, appeared to just stare off into the distance as she approached.

One of Rarity’s perfectly trimmed eyebrows arched up in thought. ‘Hmm… maybe he’s just there for show…’

Her hope proved futile as, as soon as she tried to walked around the stallion to make her way onto the dance floor, a large, muscular hoof shot out to stop her and push her back. She shrugged it off, trying her best to keep her cool as she let her eyes fall half-lidded and her mouth widen in a smile. “I'm sorry. Could you please ask her to turn it down?”

The stallion said nothing.

Rarity, thinking it was just a case of the stallion not being able to hear her over the deafening electronica filling the room, raised her voice and once again asked, “Could you ask her to turn it down, please?”

No response.

Images of her boutique’s grand opening being ruined by the pumping beats coming from her neighbors upstairs caused Rarity to sit back and raise her hooves, practically begging the stallion as he continued to stare off into the distance. “Turn it down, please!” With a sob, she added, “Oh, please!”, yet instead of even acknowledging her presence the bouncer turned and let two mares behind Rarity walked past onto the main floor.

Rarity frowned and, after a very unladylike growl and a hoof-stomp against the ground, she turned around with a haughty “Hmph!” and began walking away. ‘Don’t want to let me in, ey? Guess I’ll just have to-’

A voice called out from the other side of the room, easily heard over the pounding waves of music filling the room with a cacophony of sounds. “Let her in. I want to get a good look at her…”

Rarity turned her head to look over her shoulder, equal parts optimistic and nervous as she glanced at the bouncer and got a nod of the head in reply to her unspoken question. She anxiously walked passed him, eyes locked on the dark figure that had so authoritatively summoned her from the other side of the room.

She walked by the small group of dancers on the floor, blushing as she noticed their routine was a little more provocative than what would be considered normal. A mare with large, pink pigtails was standing up on two hooves as she leaned back against another, this one wearing a backward baseball cap with a matching hoofband and vest. The pink one was rather lewdly grinding her ass against the other’s crotch, both mares gyrating to the music with their eyes closed and their bodies pressed against each others.

Rarity turned away with a blush as she saw the purple mare behind the pink one raise a knee between her fellow fdancer’s legs, no doubt grinding it against the mare’s more personal parts as they practically rutted on the dance floor. She looked around the dance floor, certain she had seen a third figure moving about in the fog when she had first entered yet finding nopony else on the dance floor.

‘Hmm, where did she-’

Rarity stopped in her tracks as the mare that had called her came into view. It was the infamous DJ Pon-3, a pony that she knew mostly from the praises of Pinkie Pie and Rainbow Dash. The famous celebrity was currently leaned back in a very large chair, two towering speakers serving as her hoofrests as she sat with spread legs and a mare between-

A shocked gasp was the only thing that could escape Rarity’s lips as she saw a pony between the DJ’s legs, the mare no doubt going to town on the celebrity’s private parts if the jiggling of her large, poofy mane was anything to go by. DJ Pon-3’s eyes were clenched shut, mouth hung open as she used a hoof against the back of the mare’s head to guide her around her crotch.

“Mmm… that’s the stuff…” The white mare opened her eyes, smiling as she saw the similarly furred pony standing before her with wide open eyes. Rarity could sense the mare’s eyes slowly looking her up and down, causing her to feel strangely naked as she stood before the pony’s throne of speakers.

A wave of nervousness washed through Rarity’s body as the DJ finished looking her over and smirked, and with a rap of her hoof against the top of one of the speakers-turned-hoofrests the mare between her legs pulled away as she leaned forward. Of course, this gave Rarity a perfect line of sight to the thick white lips of the celebrity’s marehood and the gooey line of mare juice connecting said marehood to the pony’s lips, both glistening in the multi-colored lights scattered across the room.

Rarity winced as the line of mare-cum broke and fell to the floor. “Uhm… hello, uh, DJ Pon-3, I’m from-”

The DJ lifted a hoof and smiled, legs still spread to show off her damp pussy-lips in all their glory. “Call me Vinyl, babe.” Rarity gasped, both at the term that had been so uncouthly thrown at her and at the fact that the mare had begun to absentmindedly fondle one of her voluptuous teats as she spoke. “Mmm… what brings such a fine mare to DJ Pon-3’s Club Pony Party Pleasure Palace?”

Rarity, still shocked by the lewdness of the mare sitting before her, found her confidence wavering as she nervously mumbled out, “W-well, my friends and I are s-setting up my boutique for the grand opening later t-tonight, and, well… It would be quite nice of you to, uh, turn down the music?” Her eyes unwillingly fell back between the mare’s legs as a flash of pink caught her attention, and as the bulbous bundle of nerves at the top of the juicy pair of lips winked out in greeting she felt her cheeks light up in a blush. “P-please?”

Vinyl, absentmindedly giving one of her teats a soft thwack to make it jiggle about, started to chuckle as she leaned forward in her chair. “Oh? So you’re our new neighbor?” She sat back again, this time bringing her hoof closer to the sweet spot between her legs. “Mmm… Well, you’re in luck, toots, cause you just moved downstairs to the greatest DJ alive and, so long as you’re chillin' in the same building as me, you always got a one-way ticket to the lands of your wildest, most pleasurable dreams!”

“Uh…” Rarity shook her head and, hoping the mare had simply misheard her, raised her voice. “Perhaps you didn’t hear me? Could you please turn the music down?”

Vinyl’s smile widened. “Oh, don’t worry, I heard ya, babe. Just one problem; the party don’t stop until the DJ’s had her fill of fun, if you catch my drift…”

Rarity frowned. “Um, no, I don’t ‘catch your drift’... What are you-”

She gasped and found herself frozen in place as Vinyl’s hoof finally finished its journey southward and tapped against the DJ’s marehood. With a grin Vinyl pressed her hoof against one side of her pussy, causing the white lips to separate and reveal the bright pink flesh hidden between them. “How about you bring that pretty little face of yours down here and give Miss Scratch a little lovin’. Then I’ll think about winding this party down...”

Rarity recoiled away as if she had been struck in the face. “Wha, you… buh…” She shook her head. “Celestia, no! How dare you ask a lady to… to do such an uncouth thing!”

Vinyl shrugged her shoulders and sat back in her chair, lazily waving the mare from before back over with a hoof. “Ah well, guess this party is going to have to go on right through the night ‘till we see the sun come up…”

Rarity frowned. “Hmph… why I never…” She turned and started to walk away, thinking up a myriad of ways to solve the problem of too much noise before the grand opening of her boutique. However, each step after the first became that much harder, and before she could even make it back to the bouncer she found herself standing in place.

‘Hmm… if I don’t go along with it, the grand opening will most certainly not be perfect… and Celestia knows how important the opening is for any new business, let alone something like a boutique…’ She frowned as she felt her tail swish back and forth, causing a light breeze to go across the lips of her marehood. ‘I guess I could blow off a little steam. Getting the boutique ready has been rather stressful… who knows what all that stress has done to my complexion…’

She sighed and turned back around, keeping her head pointed towards the floor as she walked back so as to not meet the DJ’s eyes with her own. With a defiant stomp against the ground she looked up, a fire burning in her eyes even as an inferno lit up her cheeks. “Fine. If doing something so… lewd will get you to stop, then it is just a sacrifice I will have to make!”

Vinyl gave her a sly grin. “Goooood… Now, get up here and let’s see what those pretty little lips of yours can do…”

Rarity slowly approached the seated mare, taking her time as she looked at anything but the glistening lips between her legs. As soon as she was close enough she knelt down, putting her head at crotch height even as she continued to glance to her left rather than at her target.

‘Okay, here we go… For the boutique…’

She slowly extended a hoof, gasping as it came into contact with something warm and wet where the DJ’s legs came together. A sharp inhale of breath from the mare seated in front of her brought a blush to her cheeks, and as she felt something small punch out of the top of Vinyl’s marehood to kiss the bottom of her hoof she felt a sudden bout of lightheadedness.

She began to run her hoof up and down the meaty marehood lips, never once checking to see if she was doing a good job. The fat folds of flesh felt like dough against her hoof, smooshing together whenever she dragged it down and separating to hug her hoof whenever she went back up. She clenched her eyes shut as she felt slick rivulets of mare-juices clinging to the bottom of her hoof, surely causing the perfectly manicured walls of her hoof to shine in the bright lights surrounding the dance floor. Vinyl shivered against her hoof, and when the DJ suddenly placed a hoof on top of her own she made the mistake of turning to face her.

Just inches away from her hoof was the pony with pigtails she had seen earlier. The mare had her lips firmly sealed around one of the DJ’s teats, suckling on the white mound like a newborn foal. The mare’s bright blue eyes locked in on her own, and even though she wanted nothing more to once again look away from the lewd scene before her Rarity found that she couldn’t tear her eyes away from the smiling mare.

The party pony pulled away with a smile, revealing the erect stub of Vinyl’s nipple as it flicked back into place and glistened in the light. She gave Rarity a warm smile even as she moved to the other teat, eyes continuing to stare into her soul as she once again began to suckle.

A sharp gasp shocked her out of her thoughts and brought her attention back to the matter literally at hoof. Vinyl had taken control of her movements while she had been distracted, flicking her own clit with another pony’s hoof like a mare in heat. Lewd squelches rang in Rarity’s ears, easily drowning out the blaring music around her as the DJ’s pussy began to leak more and more for her to feel.

Vinyl moved her hoof away as Rarity once again took control, slowly dragging it down her foreleg towards her head. She patted her on the cheek, causing her to glance up at the blushing celebrity’s face as the hoof moved behind her head and-

With a sudden push against the back of her mane Rarity found her face planted between the mare’s legs, silencing the startled yelp that escaped her lips with the DJ’s own meaty lips. She opened her lips to yell out her displeasure, yet was rewarded for her efforts with a sudden gush of mare juice that filled her mouth with the mare’s needy essence.

Between the unfamiliar flavors flowing over her tongue and the lust-tinged air that filled her lungs, Rarity quickly found her inhibitions fading into the back of her mind. By the time she had even thought about using her magic to escape her sudden imprisonment between the mare’s legs her eyes had already glazed over in bliss, tongue working on autopilot to dig out more of the DJ’s sweet ambrosia hidden within her folds. The tip of her nose pressed against the mare’s clit as it began to frantically wink in and out of Vinyl’s marehood, chin nearly pressed against the chair as she shoved her face forward between the mare’s thighs.

Vinyl sighed and leaned her head back, slightly rocking her hips into Rarity’s face as the fashionista ate her out like a Diamond Dog who’d gone far too long without water. “Ohh… that’s it…” She bit her bottom lip, eyes trying to clench shut behind her glasses even as she watched the mare between her legs lap at her insides. “Get in there…”

Rarity felt more embarrassed then than she could ever remember being in her life, yet even that wasn’t enough to tear her away from her work. In fact, the idea that she was doing something so uncouth, so filthy as shoving her tongue up another mare’s cunt had her tail flagging like she was a common whorse on the streets of Manehattan.

And she absolutely loved it.

Never before had she felt so free, so unbound by the shackles of fabulosity that she put on herself than right then and there between Vinyl’s legs. Not even a sliver of desire to back away flashed across her mind as the hoof against the back of her head lifted away, and as it reappeared in front of her with its twin to pry apart the white labial lips guarding the entrance to the DJ’s treasure trove of juices she moaned in gratitude.

What did get her to pull away, however, was the burning in her lungs as her body demanded that she take a breath-full of air. She absentmindedly licked her lips to clean up whatever she hadn’t been able to catch on her tongue, blushing as she surveyed the damage she had caused between Vinyl’s legs.

Most of the fur around the DJ’s crotch had been mated down with what Rarity assumed to be a lewd mixture of her spit and the mare’s own fluids. Trails of said liquid seeped from the quivering lips, pooling into small rivulets that flowed around the bulge of Vinyl’s cute little tailhole. A shiver raced up her spine as the image of herself tucked up underneath the mare’s tail as she lapped at her anus crossed her mind, yet the flames of lust visible in Vinyl’s eyes as she looked up told her that the mare wanted her to finish her first job before continuing on to anything else.

Her eyes fell to the pink mare on her left, still suckling away on one of Vinyl’s teats just a few short inches away from her face. This time she returned the mare’s smile, though it faded once her gaze fell to the pony’s chest where, oddly enough, what appeared to be a pacifier dangled around her neck on a string.

The mare pulled back, letting the stub of flesh in her mouth fall back into place with a wet popping sound. She tilted her head, causing the pigtails framing her face to jiggle about as one of her eyebrows arched. “What?”

Rarity recoiled away, surprisingly shocked by the fact that, in such a strange situation, the mare had decided to speak. “Uhm, it’s nothing…” She sheepishly rubbed the back of her head, wincing as she felt the juices coating it spread to her mane. “It’s just that, well, I saw you have a, uh… pacifier around your neck and, while I’m all for somewhat… unusual fashion choices, that one has me a little bit... perplexed.”

It was Vinyl who spoke next, causing Rarity to glance up from between the DJ’s legs to look at her smiling face. “Well, let’s just say that-ah!” Vinyl’s body tensed up as the pink mare wrapped her tongue around one of her nipples, the stubs of flesh now over-sensitive from the rough suckling they had been subject to earlier. “Mmph, fuck that’s good…”

Rarity blushed at the colorful language and then blushed some more as she heard the DJ’s clit wink at her just below her chin. “Let’s just say that, what?”

Vinyl brought a hoof up and rubbed the pink mare’s mane, jostling the two childish pigtails about as she continued tugging on her teats. “Well, Pacific Glow here as a little bit of a sucking fetish, if you catch my drift…”

Rarity turned her attention to the mare in question, tail flagging as she watched Pacific make out with one of Vinyl’s pillowy breasts like it was some kind of long lost lover. “A… a sucking fetish? I’m not really sure I understand, dear.”

Vinyl moaned as Pacific switched teats and then smirked as she glanced down her body at Rarity. “Well, sweet-cheeks, like my pa always used to say, ‘it’s better to show than to tell’...”

Rarity questioningly tilted her head. “Huh? What’s that supposed to mean?”

Vinyl’s smile turned devilish as she tapped her hoof against her chair, chuckling as Pacific answered the unspoken command and pulled away from her body. “Oh, you’ll see…”

Rarity watched Pacific walk away, eyebrow arching up as she turned back towards Vinyl. “Uh, where is she go-OH MY SWEET CELESTIA!”

Stars filled Rarity’s vision as something darted underneath her tail and began viciously mauling her clit with its tongue. She glanced down between her shaking hooves and gasped as she saw the ends of Pacific’s pigtails dangling between her hind legs, the mare’s chin tucked up against her teats as she worked her clit like a maniac. She watched the glowing necklaces around her neck bounce around for a moment, but when she saw a line of her own juices drip from between her legs down to the floor she couldn’t help but pick her head up and release a long, drawn out moan of approval at the rough treatment.

Which, as luck would have it, once again put the tip of her muzzle at the gates to Vinyl’s leaking sanctuary, a fact that the chuckling DJ took advantage of as she once again shoved Rarity between her legs. She found herself stuck between the pliable folds of Vinyl’s pussy and the unrelenting force of Pacific’s tongue against her own and, loathe as she was to admit, loved every second of it. All her senses were subject to the untold amounts of debauchery happening to her body, from the heady scent of Vinyl’s need to the bolts of pleasure that raced up her spine and fried her brain with bliss. Within moments she found herself on the cusp of orgasm, wanting the pleasurable torture to end just as much as she wanted it to continue on forever.

Another resounding clop echoed off the walls of the building, and as Rarity glanced up even as she screamed her joy into the thick white mons filling her mouth with folds of mare-flesh she found the air in her lungs forced out in a gasp. Vinyl had apparently summoned another mare, this one being the pony she had seen with the backwards baseball cap earlier when she had first stepped foot onto the dance floor. Now, however, she got a worm’s-eye view between the mare’s legs as she leaped up and straddled Vinyl’s face, a leg on each speaker-turned-hoofrest as she leaned forward to brace herself against the back of the chair.

Vinyl licked her lips, watching as the purple pair of pony pussy lips just off the tip of her muzzle leaked a line of liquid onto her chest. “Mmm… I am feeling a little peckish…”

Rarity, shivering each time Pacific struck her clit with her tongue, continued to watch with bated breath as the light-blue aura of Vinyl’s magic spread across the new mare’s lips and spread them apart, showing off the bright-pink folds of flesh hidden inside to the world. She vaguely heard the mare standing above them say something along the lines of “I have something for you to sample right here”, yet as her mind tried to make out what had been spoken Vinyl suddenly darted forward and shoved her tongue as far as it could go up the purple mare’s pussy.

She couldn’t help but moan into the supple folds of flesh pressed up against her muzzle as she watched Vinyl go to town on the thick set of purple lips, the mare’s electric-blue mane framed by a halo of light hanging high overhead the writhing mass of ponies. Her marehood, now subject to the harshest series of licks she had ever felt in her life, clenched down on Pacific’s tongue as she watched the DJ’s chin quiver against the mare’s clit, Vinyl’s tongue no doubt spelunking its way past succulent folds of flesh and juicy streams of liquid ambrosia.

Rarity felt her eyes slowly roll up into the back of her head, tongue falling still as the pleasurable licks to her pussy formed a heavy fog around her mind. Still her eyes stared up at Vinyl’s face, gazing upon her as if she was a goddess from the heavens above. Droplets rain down on and around her face, matting both her fur and Vinyl’s with whatever juices the DJ didn’t catch with her tongue. And as the pony devouring her backside moved back down to latch onto her clit and give it a strong suck, her vision faded to black.

Rarity picked herself up from the pile of mares on wobbly legs, nearly tripping over the slumbering Pacific beside her much to the delight of the DJ watching over them. She glanced over at Vinyl, still unable to believe that, after everything they had done to her, the mare continued to casually play with herself atop her throne of equipment.

Rarity sighed. “Well, that was certainly… something.”

Vinyl chuckled. “Ya damn right it was…”

Rarity glanced down and visibly winced as she saw the streaks of wet fur across her body. “Ugh, it’s going to take all day to clean all this up…” She turned towards Vinyl and gave her a wink. “Though, I have to say, this certainly helped me blow off some steam… Who knew opening up a new boutique would be so stressful?”

Vinyl smirked and waved her hoof in a grand gesture about the room. “Well, if you ever need to blow off some steam, you can always bring those sweet lips of yours by anytime, toots.”

Rarity rolled her eyes, though the smile across her lips did not fade in the slightest. “Mhmm…” She turned towards the door, groaning as she arched her back and heard a series of cracks running up her spine. After only a few steps towards the exit she paused and looked over her shoulder, leveling a playful glare at the DJ blatantly staring at her ass. “Now, seeing as I held up my side of the bargain, shall I trust that you’ll do the same?”

Vinyl nodded. “Sure thing, sweet cheeks.” Rarity turned, smiling as she walked towards the exit with a little extra sway to her hips. “Though…” She paused, frowning as she looked back at the grinning DJ on the chair. “How about you stay a little longer so the girls and I can… clean you up a little, if you know what I mean.”

Rarity smiled. “Oh, I know exactly what you mean…”

With that, white mare jumped forward to tackle white mare as the party started up once again…

Rainbow stared at the chandelier hanging from the ceiling, watching as it swayed too and for to the rhythmic beat of whatever was happening on the floor above. She flew up and pressed her ear against the ceiling, listening for any clue as to what was happening upstairs-

She heard a long, drawn out moan that sounded a whole heck of a lot like Rarity.

Rainbow frowned. “I wish we were having as much fun as they are…”

Author's Notes:

Lost track of time and wound up being unable to edit/polish it, but for being on one of my heavier work days I'd say it came out okay. Really happy with the word count at least! Hope you guys/gals liked it!