It was yet another beautiful Spring day in Equestria. The Sun shone overhead without a single cloud in the sky, though the beaming rays of light it produced weren’t overbearing in the slightest. In fact, if somepony was the seafaring type, they’d say it was the perfect weather to go out on a boating trip with.

Which was good, because that was exactly what Twilight had in mind.

See, Applejack, Rarity, and Pinkie Pie had all been on such a trip not too long ago, one that ended rather poorly for the three mares. This wouldn’t normally be much of a concern, but the three of them had returned home blaming each other for the incident. So, with their friendship worse for wear, Twilight had decided to invite all three of them back to the docks to try and mend their relationship. The three had complained as soon as they realized what she had been planning, but with a bit of pleading she had gotten them onto the boat.

This is where our story begins.

“Now…” Twilight sat down by the front of the boat and pushed it away from the docks with her magic before glancing at her three friends. “Why do you think I’ve brought the three of you here today?”

Applejack snorted and turned away from the two mares next to her. “Prolly cause you want us to kiss and make up, but that ain’t gonna happen! Not until these two pony-up and apologize!”

Rarity harrumphed and did the same. “Mhmm. Except it won’t be I who apologizes! Not when little miss pirate over here is the one at fault!”

Pinkie Pie snorted and, for some reason, looked straight up at the sky. “Well, I think you’ve brought the three of us here to show us how, when Applejack accidentally knocked Rarity’s cucumber sandwiches into the water, it attracted a nearby tri-horned bunyip, whose favorite food is cucumber and who accidentally wound up sinking the boat when it caused a large wave as it crested from beneath the ocean, meaning that the three of us are blaming each other for a simple mistake when all we wanted to do was bring each other out of our elements to make this a boat trip to remember!”

Twilight looked at Pinkie in astonishment. “Uh... no. That’s not why I brought you here.” Her head tilted in thought. “And what in Celestia’s name is a tri-horned bunyip? If it’s a sea-faring animal, why would it like cucumbers, a land-based fruit, of all things? That doesn't sound real!”

Pinkie visibly deflated. “Oh…” She sat right back up and smiled. “Then why did you bring us here? Huh, huh, huh?”

Twilight shrugged her shoulders. “Well, I figured that if we sailed far enough out for some privacy we could all have sexual intercourse with one another. I’ve read that copulation is a great way to mend broken relationships, especially when teamwork is involved. See? I have a guide right here!”

Rarity, Applejack, and Pinkie Pie each blushed as Twilight pulled out a book entitled “101 Ways to Fuck Your Way to Friendship: A Beginner’s Guide” from her pack. They looked at each other, worry plainly written across their faces as, without a word, they all had the same thought at the exact same time.

Today was going to be a long day…

“Alright, that seems far enough.” Twilight, standing at the bow of the ship as she magically blew a constant stream of air into the boat’s sails, let her horn fall still as she turned towards her friends. “Now then, let’s get this lesson on the road!” She chuckled and made a sweeping gesture with her hoof. “Or, I guess in this case, on the sea!”

Applejack shared a glance with the equally-as-worried unicorn next to her. “Jeez Twi, you sure did take us out rather far…” She looked around in all directions and saw only the rippling blue waves of the water around them. “Ah can’t even see a smidgen of land anymore!”

Twilight smiled and walked over to a small, burlap pack she had brought with her for this impromptu trip. “Exactly, Applejack. If this lesson is going to work, then we need to know that there’s not the slightest chance that something, or somepony, might interrupt us.” She bent over and, after accidentally giving her friends a show as her tail swung back and forth, took out her book and flipped to a random page. “Alright, let’s see here… A-ha!”

Spike, who had unsurprisingly decided to sit next to Rarity for the trip, perked up immediately. “Oooh, which one is it? Number sixty-five? Thirty-four? Eighty-seven?”

Twilight chuckled. “Excited to mend some broken friendships, huh Spike?” She placed her hoof on a page and began reading to herself. “Looks like number seventy-three is as good a place to start as any-”

Spike shot up from his seat and pumped a fist into the air. “Yes! Seventy-three! This is going to be awesome!”

Rarity watched worryingly as the little dragon excitedly ran to the front of the ship and sat down. “I hope you don’t mind me asking, dear, but what exactly is number seventy-three?”

Putting her book away, Twilight turned towards the fashionista and smiled. “I’m glad you asked, Rarity. Having all the participants know what they’re about to do in a sexual situation is one of the best ways to ensure the lesson succeeds.”

The Alicorn sat down and cleared her throat, looking very much like she was about to give a lecture to a group of young students at Celestia’s School for Gifted Unicorns. “Number seventy-three is the art of the group blowjob. My assistant, Spike, has graciously offered himself up as the subject of any lessons requiring a male.” She pointed towards her assistant, who now had quite the blatant erection between his legs as he leaned back against the side of the boat. “You three, using nothing but your mouths, will have to bring Spike to climax as quickly and as efficiently as possible.”

Applejack blushed but could not tear her eyes away from the surprisingly large dragonhood resting against Spike’s inner thigh. “S-sugarcube, I’m not really sure we want to-”

“I’m game.”

Applejack turned towards the Unicorn next to her in shock as the dragon at the head of the boat let out an excited woot. “Y-ya are? I mean, I woulda thought this would be… you know…” She waved a hoof in the air. “‘Too dirty for a mare of your class’, or somethin’...”

Rarity tilted her head back. “Please, Applejack. If Twilight believes this will help us rekindle our friendships, then I say we believe her.” She stood up, revealing a bit of a damp spot where she had been sitting. “Plus, having sex out on the ocean sounds rather romantic. Not the ideal situation, of course, but it will have to do.”

“Oh…” Applejack tail started to swish behind her. “Well, what about you Pink-” She paused as, where was once a happily humming party pony, there was now nothing but air. “Pinkie? Where’d ya-”

“Over here, silly!”

Pinkie Pie, as only Pinkie Pie could do, had teleported over to the front of the ship and was lying on her belly between Spike’s legs. She hummed and kicked her hindlegs back and forth like a little filly talking with her friends at a slumber party, watching as Spike’s cock grew like a long, thick purple snake from the dragon’s body. With foal-like wonder Pinkie reached out and tapped the side of it, causing the serpent to flex and throb as its owner gasped in pleasure above.

“Hee hee!” Pinkie giggle-snorted. “Looks like Spikey-wikey’s little Spikey-wikey wants to play!”

Twilight frowned. “Pinkie!” The Alicorn marched over to her hyperactive friend. “Didn’t you hear me? The lesson requires you to using nothing but your mouth! That means no hooves, no magic… Not even that weird thing you can do with your mane!”

Pinkie frowned as her mane, which had been reaching between Spike’s legs, snapped back into place. “Aww… No mane?”

Twilight shook her head. “No mane.” She glanced up and tapped her chin in thought. “Hmm, I wonder if it would be easier if I just enforced the rules myself…” She shrugged. “I’m sure it wouldn’t hurt. Pinkie, stand up for a moment.”

Pinkie bounced up. “Yeah, Twi?”

The long spiral of bone protruding from the Alicorn’s forehead ignited in a flash of purple. “Stand still for a moment... “ A pair of magical bands appeared around Pinkie’s forelegs and closed, forcing the mare’s hooves together and, as such, causing her to fall back onto her belly with a soft “oof!”.

“Alright, that’ll work…” Twilight turned towards her other two friends, who were looking at the scene with a little trepidation. “Well? You two ready?”

Rarity sighed. “I suppose a little bondage never hurt anypony…” She brushed back her mane with a hoof. “Just be sure to watch the mane, dear, I just got it done after that travesty of a boat-trip she ruined!”

Pinkie Pie, chin mashed against the wooden deck between Spike’s legs, turned her head as much as she could and smiled. “Yeah, that’s the spirit, Rares!” She paused in thought. “You weren’t talking about me, were you?”

Twilight nodded, for the most part ignoring her friends’ banter. “Okay, let’s see… If I just put you here…”

Rarity let out a rather unmare-like yelp as Twilight hefted her into the air with her magic. “Whoa! Watch the mane! Watch the mane!”

Tongue sticking out of the corner of her mouth as she concentrated, Twilight bound both Rarity’s forehooves and, with a little, glowing ring, the Unicorn’s horn as she floated the wildly flailing mare over to Spike. Making sure to be as gentle as possible so as to not ruin her friend’s coiffure, she draped the fashionista over one of the dragon’s outstretched legs to put her muzzle-to-cock with the dragon’s member, the perfect spot for the task ahead.

“There. Perfect! Now...” She turned towards Applejack. “What about you, Applejack? You ready?”

Applejack took off her hat and placed it on the bench with a sigh. “Well, if little miss frou-frou is gonna do it, I guess I’ll have to pony-up as well.” She stood and nodded at Twilight. “Where do ya want me?”

“Um…” Twilight took the book back out and skimmed through the details of the lesson. “Well, I guess I could just put you opposite Rarity…”

Applejack nodded. “Well, alright. Let me just-” She went to take a step and was immediately picked up into the air, but rather than yelping or screaming she gave Twilight the quintessential ‘Are you kidding me?’ look. “Twi, I coulda walked over there mahself…”

Twilight didn’t respond, too engrossed with making sure everything perfectly matched the lesson to a T. “Okay… Just a couple spells and…”

Applejack frowned as her hooves, much like Pinkie and Rarity, were bound beneath her by a magical band before she was unceremoniously dumped onto Spike’s other leg, opposite from Rarity. “Oof! Jeez, Twi, try to be a little nicer with the landings next time…”

Twilight’s head was still in her book, her eyes bouncing between the pages of her guide and the setup she had meticulously crafted with her friends. “Okay… Yeah, that looks right…” She closed the book and put it back in her sack. “So, like I said, the three of you need to work together and stimulate Spike’s penis enough to induce an orgasm. Remember, no hooves, no magic, and above all else-”, she smiled, “- no fighting!”

The three mares replied, monotonously. “Yes, Twilight.”

Spike rubbed his claws together. “Ohhh man, this is gonna be so awesome!”

Pulling out a small stopwatch and a clipboard from her bag, Twilight walked up beside the mare-pile and sat down on a bench. “Alright, I’ll put ten minutes on the clock.” She looked down and smiled. “Good luck! Your lesson starts… now!”

Rainbow Dash sat up, eyes wide and chest heaving as beads of sweat dripped from her forehead. Her eyes darted wildly around her room, trying to find something that wasn’t there. They eventually settled on the yellow pegasus between her legs, a pegasus who, with her mouth pressed against the dark-blue lips of her marehood, continued to gently push her tongue in and out of her clenching passage to drink her succulent essence straight from the source.

“F-Fluttershy…”

“Hmm?” Fluttershy pulled back from Rainbow’s crotch, lips glistening in the light. “What’s wrong, Rainbow?”

Rainbow stared off into the distance and shivered. “I don’t know. It feels like we’re missing something. Like… Like Twilight just set up some over-the-top orgy-lesson for our friends out on a boat in the middle of the ocean…”

Fluttershy chuckled and licked her lips clean. “I don’t know, Rainbow. I mean, that doesn’t sound like our friends at all, does it?”

Rainbow sighed and leaned back into the pillow behind her. “No, I guess it doesn’t…” She looked down at Fluttershy and smirked. “Sorry about that. Just my mind getting the better of me, I guess…”

Fluttershy smiled, warmly. “It’s alright, Rainbow. Now…” She leaned in and planted a gentle kiss on her friend’s clitoris, causing the cerulean pegasus’s mighty wings to spread out as a shiver raced up her spine. “Just sit back, relax, and let Fluttershy take care of you…”

Rainbow did just that, closing her eyes while opening her legs as her friend got back to work. “Ahhh… What was I thinking? Twilight, Rarity, Applejack, Pinkie, and Spike having sex out in the middle of the ocean? That’s ridiculous!”

An impromptu meeting of former element-bearers was being held in the most unlikely of places: on a boat, in the middle of the ocean, around the raging erection of one Great and Honorable Spike the Brave and Glorious.

“Okay…” Applejack glanced at her other two friends. “How in the hay are we going to do this?”

Rarity glanced over at the draconic erection next to her face. “Well, if we are going to do this, the obvious answer is with a blowjob. I mean, that was the name of the lesson, after all.” She licked her lips. “I will… graciously offer my services to that end. Plenty of former… partners have complimented me on my… oral abilities in the past, and I’m sure they can get us out of this jam in a spiffy.”

Applejack rolled her eyes. “Uh huh… Sounds like a plan.” She stared at the Unicorn for a moment, waiting for her to make a move. “Sooo, why don’t you go ahead and do that? We are on the clock, after all.”

“Well, I’m a little tied up at the moment…” Rarity leaned forward, stopping just an inch or so away from Spike’s draconic pride. “And, well, I can’t seem to reach.”

“Ugh…” Applejack glared at her friend. “Then why don’t you just move a little closer?”

Rarity blushed. “Well, I, uh… I just got my hooves done, you see, and- ah!” For some reason, she gasped. “I-I don’t want to ruin all the good work Aloe and Lotus did-”

“Alright alright!” Applejack shook her head in disbelief. “Just… Just tell me what you want to do.”

Rarity sighed in relief, more so for the fact that nopony had noticed that, with her hoof underneath her body, she had been giving her dripping pussy-lips quite the pleasant rub-down. “Um, well… If you lean in a bit and just nudge his shaft my way, I could possibly get it into my mouth…”

Applejack glanced at Spike’s cock and blushed. “Okay… I can do that…” She nodded towards the third pony in the group, who had been unusually silent throughout their planning. “What do you want Pinkie to-”

“I’M GONNA SUCK ON HIS FUN BAG!”

In a sudden blur of movement, Pinkie Pie shoved her head between Spike’s legs and scooped the dragon’s scaly sack into her maw. Both of the other mares and the dragon himself gasped in surprise at the unexpected action, though the latter's quickly turned into a moan as the party mare started running her tongue across his ‘fun bag’.

“Whoa, Pinkie!” Spike shivered as the mare suckled on his balls. “That feels… gooood…”

Applejack, eyes wide and cheeks red, licked her lips and turned towards Rarity. “Well, alrighty then… I guess that leaves us. You ready?”

Rarity, blush brighter than Applejack’s, nodded. “Ready when you are, darling.”

Applejack returned the nod. “Alright. Here goes nothing…”

Closing her eyes and leaning in, Applejack gently pressed the tip of her muzzle against the side of Spike’s shaft. She blushed as its warmth seeped into her fur, the rigid length feeling like a hot poker-stick against her face. Ever so slowly she began to push it back, angling it towards the Unicorn opposite her who, in what would be quite the comical display in any other situation, was waiting for it with her mouth agape.

“Almost…” Applejack whispered through clenched teeth. “C’mon… so close…”

Rarity watched as the thick obelisk of dragon-dick was gradually pointed in her direction, the tapered tip of Spike’s cock aiming towards her like an arrow. She licked her lips as she saw a bead of pre forming at the peak, glimmering in the ocean sun like a polished pearl waiting to be found. It grew and grew and grew, and as it dangerously dangled from the dragon’s shaft she felt her heart start to hasten.

And then, just before it could fall to the deck below, she made her move.

Applejack, muzzle pushing against the middle of Spike’s cock, watched as Rarity closed her eyes and darted in to wrap her lips around the tip. A hissing moan from the dragon above was drowned out by the shocked gasp from the apple-mare below, who watched her prim and proper friend make the top third of the draconic length magically disappear without ever using her horn.

“Jeez, Rare…” A drop of spittle landed on her nose, causing her to blink. “Ah didn’t know ya had it in you!”

Rarity responded with a long, drawn out moan that reverberated down the draconic dick held between her lips. She had sampled the taste of stallion cock here and there, sure, but the exquisite slab of meat in her mouth now was something else entirely. It was warm, much warmer than she was used to, and as it dribbled succulent drops of dragon-pre onto her tongue her taste buds sprung to life like a foal on a sugar-high. The thought that her pink friend below was milking the dragon’s seed straight from his balls was just the right kind of dirty to send a shiver up her spine, one that raced right back down between her legs and made her clit wink out into the air.

Which, as luck would have it, caught the eye of one Twilight Sparkle. “Rarity! What are you doing?”

The fashionista glanced out of the corner of her eye as a frowning Alicorn walked up to her. “Hmmph?”

Sitting down behind the mare, Twilight hefted Rarity’s hind-end into the air with her magic to reveal a juice-slickened pair of hooves underneath her trim body. “What did I say? No hooves!”

Rarity rolled her eyes, mouth full of dragon-cock. “Huu mmm hmm huum hmm phmm!”

Pinkie, for the first time since her fun-bag outburst, pulled back from Spike’s balls and let them slip from her mouth with a wet sounding pop. “She said that you said that we couldn’t use hooves on Spike, not on ourselves.”

“Huh…” Twilight tapped her chin in thought as Pinkie got back to sucking Spike’s balls. “I guess I did, didn’t I? Hmm…” She looked down at the bubbly butt hanging right in front of her face, watching as the Unicorn’s light-pink lips winked wildly in need. “Well, I mean, intense physical pleasure could be used as a way to further challenge the three of you, and I wouldn’t want this lesson to fail…”

Applejack rolled her eyes, a little frustrated that she had been relegated to cock-holding duty. “Twi, cut the lesson crap and get on with it! You clearly want in on the action, I can see you drippin’ from here!”

Twilight threw up her hooves. “Fine! I’ll do it!” She shot a glare Applejack’s way. “For the good of the lesson, and nothing else!”

Applejack sighed, blasting the dragon-dick resting on her muzzle with a wave of warm air. “Whatever you say, sugarcube… Whatever you say…”

Gently placing her friend’s shapely plot back onto the deck of the boat, Twilight closed her eyes and concentrated on making three vaguely stallionhood-shaped objects with her magic. The faux-cocks wistfully floated through the air and settled behind each of the three bound mares, rubbing against the sopping wet lips of their pussies to lube their sparkling lengths. Then, once she felt they had been suitably prepared for the lesson ahead, Twilight began to lightly push them into her friends’ bodies, intently watching as the one right in front of her face split apart the fat lips of Rarity’s marehood to reveal the bright pink flesh within.

All three mares moaned as Twilight started sawing the magical-members in and out of their bodies, causing the dragon they all sat around to hiss in pleasure as the reverberations resonated through his cock and balls. With one mare sucking on his sack and another, who just happened to be RARITY of all ponies, now lapping at the tip of his cock, he was rather certain he had died and gone to heaven. The pleasure he felt was very much born in the realm of the living, however, and he soon felt a tingling sensation start to build in his balls.

Applejack, meanwhile, was simply thankful that she was finally getting something out of this impromptu ‘lesson’. The magical dildo pounding her pussy into oblivion sent shockwaves up her body each time it bottomed out, causing her eyes to roll to the back of her head and her tongue to loll out of her mouth. Which, of course, caused said tongue to press against the base of Spike’s shaft, coating her taste buds with his masculine taste and sending her libido into overdrive.

Rarity wasn’t faring much better, either. The hoof-work she had done to her marehood had already put her on the precipice of climax, and now that something long, hard, and thick was splitting her in two she wasn’t sure how much longer she could hold on. She did her best to pass the pleasure onto Spike, bobbing her head up and down his cock as far as she could go with Applejack tending to the base.

Pinkie… Well, Pinkie was just having a grand old time sucking Spike’s balls. The scaly sack was warm and soft in her mouth, and it was surprisingly fun rolling them around inside their fleshy bag. The semi-transparent cock shoved inside her party-hole was certainly making things harder, though, and as it continued to ram into her body her testicle-tonguing came to a stop.

In the end it would be Spike to go first, the sight of his crush sucking his cock like a mad-mare as two of his other friends licked at his crotch too much for the young dragon to handle. Tilting his head back and letting loose a thick jet of green flame into the sky, Spike bellowed his pleasure to the world as his cock started spasming inside Rarity’s mouth.

Rarity gasped as she felt the first blast of dragon-cum hit the roof of her mouth, pooling around her tongue to bathe her taste-buds in its salty-sweet essence. Her eyes clenched shut and a moan crept from her lungs as little Spikey-wikey filled her mouth with his cum, the pulsing rod in her mouth pumping out enough of it that it leaked from the corner of her lips. The warm, slimy semen dripped down her chin and then her chest, creeping its way down her body like a river down a mountain. The thought that a dragon, one of the most ferocious creatures in Equestria, was marking her with his cum was what eventually threw her into her own climax, causing her marehood to clench down on the magic-cock that continued fucking her raw.

Which was good, for it was right at that time that the sail above them, lit aflame by Spike’s fire breath, collapsed and crashed right into the side of their boat.

All three non-climaxing mares gasped, one slightly muffled by the mouth full of balls she had between her lips, and just as Twilight canceled both the magical dildos pummeling her friends and the magical binds keeping their hooves together the boat broke in two and sunk like a bar of lead.

Twilight, Spike, Rarity, Applejack, and Pinkie Pie all floated to the surface, thankfully unharmed by the harrowing ordeal. It was Applejack, however, whether just due to blind luck or the fates themselves, who wound up grabbing onto Twilight’s sack to help keep her afloat and, as such, wound up seeing the book her friend had gotten the sexualized lesson from.

“Uh… Twi?”

Twilight coughed up a little water and used her magic to peel away a strip of seaweed from her mane. “Yeah, Applejack?”

Applejack grabbed the book and turned it towards the Alicorn. “Did you write this book?”

And, sure enough, right on the cover it proudly proclaimed:

Twilight blushed and sheepishly rubbed the back of her dripping-wet mane. "Eh heh heh... Uh, whaddya know, I'm late for uh... something."

The Alicorn grabbed Spike and vanished in a bright flash of light.

Applejack sighed and looked at her friends, each of whom had grabbed onto a piece of debris from the wreckage. "Well, I guess we got a long swim ahead of us..."

Pinkie smiled and, reaching into her mane, pulled out a perfectly pristine cucumber sandwich. "Nope!"

Rarity, not quite sure if the salty taste in her mouth was sea-water or dragon-cum, looked at the party-mare and frowned. "Pinkie, darling, while my cucumber sandwiches are fabulous, I'm not really sure how that-"

She froze in terror as a large, swelling mass appeared behind Pinkie, causing a large wave to crest over the group of ponies before revealing-

A tri-horned bunyip.

Applejack, eyes wide with fear, pointed a shaking hoof up at the towering figure before them. "Wh-what in Celestia's name is that!"

Pinkie giggled. "It's a tri-horned bunyip, silly!" She turned around and waved at the large creature. "Hi Mr. tri-horned bunyip! Could you help us out? We need to get back to land!"

The creature nodded, and after ducking back under the water and swimming underneath the three mares it re-crested with them on top of its back.

Rarity smiled as their impromptu ride began swimming in the direction their boat had originally come from. "Great idea, darling! We'll be back home in no time at this rate!" She turned towards her friends. "What do you gals wanna until then?"

Applejack and Pinkie shared a grin. "Well, I reckon neither of us got to finish lesson number seventy-three..."

Pinkie nodded. "Yeah, and I wouldn't want our friendship to stay broken forever!"

Rarity smiled. Today really was going to be a long day...

Author's Notes:

Eh, didn't really feel this one. Being burnt out with these group-clop stories probably has a lot to do with it, but I also had to cut a bunch to fit this within the time-frame. I had a whole second sex-scene planned (one with Applejack, Rarity, and Pinkie Pie all working together to bring Twilight to orgasm) plus a completely different ending (where Applejack gets the book and finds out that it's just blank pages with various pornographic images Twilight likes taped onto them. She'd then turn the page, and the story would end with her asking if they could do number seventy-four). Hopefully next week's episode doesn't scream "orgy" like these last couple ones did, for there's only so much orgy-ing one person can write before they start losing their mind!