Chapter 36

The weeks passed on. The eight of us enjoyed the summer together, continuing to spend time visiting and having dinner on the weekends. Not everyone was there every time, occasionally one or two of them would be away on holidays with their families or something like that.

Fluttershy’s mood had improved within a few days after the incident at Pinkie’s. She just needed some time to get over the fact that not all of her friends wanted the life that she had…in the end, it was her love for them that eventually helped her accept their decisions, and realize that she had to respect their wishes.

She never really got over her lack of confidence in her training, however. Rarity, Sunset and Fluttershy were coming out to the Riverfield a few times a week to continue developing their skills. Fluttershy would sometimes skip out and stay home however, even though the rest of us tried to tell her that quitting wasn’t going to help her get any better and that she needed to keep at it if she wanted to be on par with them, but she continued to be stubborn.

Sunset showed promise very quickly. She was physically powerful, even more so than Rarity. Her pervious fighting experience gave her a good head start, and she actually became helpful to me by helping the other two girls learn a few things for me. It didn’t take her long at all to learn not to flinch and to get used to not having to worry about pain…in fact she picked up that skill even faster than Rarity did.

Sunset’s magic also gave her an unexpected edge in a fight. While sparring, as she would block an attack from one of the others, she realized she would get a small piece of their thoughts when she used her hands to stop their fists. She quickly taught herself to use their thoughts to see what the attacker’s next move would be…once she got the hang of this, it became next to impossible to get any hits on her…until Rarity and Fluttershy got smart and started wearing gloves and long sleeves, but even then, Sunset was more than capable of defending herself against both of them in bare hands combat, even at the same time.

That’s not to say that she would ever be as deadly as Rarity…those weapons she was creating gave her an unbelievable edge. Once she became very skilled with them, I knew she could probably be even more dangerous than me, even without the super-strength that I possess. The girls wouldn’t have the physical strength that I have for quite a few centuries yet to come, which is how it happened with me. Still, Rarity was going to become very dangerous as her skills matured, even more so in about 1000 years when she’s also strong enough to pick up a car.

The fashionista was also getting very good at manifesting the swords. During our sparring matches, I would disarm her of the weapon and she would make it vanish and have a new one in her hand again almost instantly. Eventually, she was starting to create two at a time, one for each hand…which I found very unexpected, but impressive.

I started teaching her how to use them properly, mixing a few different techniques together, having used swords myself in different parts of the world throughout history, I knew many ways to wield the weapon. It was unlikely in this day and age for her to encounter someone else with a sword, but I knew it was good to teach her the classic ways of swordsmanship, then she was free to modify it to her liking. She had plenty of time to practice.

We had one exercise where she would create a sword for herself and I, and we would spar with each other while Sunset and Fluttershy ran around us in a circle, each of them holding a four foot long 2x4. It was their job to shout Rarity’s name out at random, then Rarity had to create one of her spike projectiles and throw it at whoever called her name, but she had to do it while continuing to sword fight with me without being disarmed or knocked down. This taught her to be able to quickly create multiple types of weapons at once, as well as multitasking by keeping the fight going with me and also quickly and accurately hitting the side targets with her projectiles. It was Sunset and Fluttershy’s jobs to catch the little projectiles by letting them stick into the 2x4s, which taught them to react quickly and hone their hand to eye coordination. On top of that, I instructed them to catch every third one with their hands…this would teach them to keep their minds sharp, to be able to pay attention to multiple things at once, to keep track of how many enemies they might be facing at a time, and teaching their minds to be aware of everything that’s going on around them.

It took some time to master this exercise, but once we did, it was impressive to watch. The other two girls would run around us, changing their positions as they shouted Rarity’s name…followed by her quickly flashing a spike into existence, then reaching up with her arm to grab it and fling it towards the target while either swinging her sword at me, blocking a swing of mine or doing some kind of evasive roll to clear herself of my range so she had time throw the weapon. This would be followed by the thud of the spike lodging itself into the 2x4 as one of the other girls would swing it up to catch the projectile, letting it jam itself into the wood…unless it happened to be that girl’s turn to catch it with their hand.

Lastly, there was Fluttershy…the least dangerous of the three. That’s not to say she wasn’t coming along nicely, but her lack of confidence continued to hold her back. She kept comparing herself to the others, which wasn’t fair to herself…the fact of the matter was that Rarity had abilities that made Fluttershy obsolete by comparison.

She was also jumpy still, random swings at her would still cause her to flinch, then she would get upset and put herself down about it, even though we told her that she would eventually get the hang of it. We could see it slowly improving, but it was going to take time.

Her hand-to-hand skills were pretty good…her reflexes were like nothing I’ve ever seen before, but her strength was still quite poor. I started to teach her to fight dirty, telling her to go for the eyes and knees as well as using leverage and her opponent’s size and momentum against them. She displayed the ability to be clever and quick thinking…the way she handled Cody was just one example of that.

She was also reluctant to use animals in a fight. She didn’t want to put them in danger on her behalf, especially when she couldn’t be hurt anyway…she felt that it was selfish of her to expect that of them.

Realizing that Fluttershy was going to have a major gap in fighting ability between her and the other two, I eventually got the idea to bring a handgun out to the field. I had a 9mm Glock 17 with a silencer that was a few years old which I kept in the shop...it wasn’t a type of weapon that I used very often, except for a specific type of mission where I needed to perform a kill from a short distance while staying hidden, or something similar to that. It wasn’t something I had done for many years, and this particular pistol had yet to see any real action.

I went out to the Riverfield alone with her one night to propose the idea to her, which she was quite reluctant to go along with. I leveled with her on the fact that if she wanted to be as effective as the other two, she needed to either learn to use technological weapons or accept the fact that she was going to continue to be surpassed by her friends. She finally agreed to try it out.

The first time Fluttershy fired it, she squealed and quickly dropped it on the ground. I had a little chuckle about it and gave her a comforting hug, then picked up the weapon and told her to try again. She did, and after a few weeks of practice, she started to become competent with firing it as well as handling it safely so she wouldn’t cause any accidents.

Once I felt she was OK with the pistol, I brought out a rifle with a long-range scope on it for her to try out, as well as a few other basic firearms. She tried them out as well and seemed to get a grasp on them decently, but she didn’t seem to like using them very much…

Even after her progress however, she expressed very little interest in using the weapons, stating that it 'wasn’t very nice' to shoot someone…even after I told her there may come a day when she has no choice but to do it. Eventually, I gave in and told her she didn’t have to continue training with firearms if she didn’t want to. Lucky for her, having to shoot people is not a common thing…especially for people like us. I speak from experience on this.

How had she grown up in this world with so little confidence? It sure was a tough habit to break…

*****

It was the last week of July. It was supposed to be a training night, but Sunset texted me at the last minute to bail, saying she had to do some paper work for a potential job she had lined up.

Fluttershy wasn’t feeling like going out either so she sent Rarity a text, telling her not to bother coming out, then me and her decided to lay down on her bed and spend time relaxing. We chatted for a bit about her work as well as a few other things…I was starting to say something about a big job at my work when we heard her front door open.

“Are you here, darlings?” we heard from the front room.

Fluttershy looked at me with cocked eyebrows, then turned back to answer. “Back here!”

Rarity appeared at the end of the hallway, looking at us laying on the bed. “What are you doing in bed, you two?”

“We’re not going tonight…” Fluttershy answered. “Didn’t you get my text?”

Rarity took out her phone to look at it, then she looked at us and shook her head.

“What?” Fluttershy took out her phone. “It’s right he-“ she paused, then looked back at Rarity, giggling. “Um, I forgot to hit send…sorry, Rare.”

“Ugh…” Rarity rolled her eyes, letting her shoulders droop. “I drove myself all the way out here now…why aren’t we going tonight?”

“Sunset cancelled…and I didn’t really feel like going tonight either. Sorry…I meant to text you.” Fluttershy explained apologetically.

Rarity folded her arms on her chest. She looked nice that night, she had a pair of light purple shorts on with that same tight black shirt that she liked to wear when she didn’t have make-up on. Her make-up was on though and her hair was styled…she must have just changed when she was done work and headed out soon after. “It’s OK, darling. Mistakes happen.”

Fluttershy patted the far side of the bed. “Why don’t you come and hang out with us now that you’re here? We haven’t spent much time just hanging out together lately.”

Rarity started walking down the hall towards us. “Well, I have no other plans now…and that actually sounds delightful.” She said as she rounded the right side of the bed and sat down with her legs crossed. I was lying in the middle of the bed with my head on the pillows. Fluttershy was on my left, wearing the same black yoga pants and blue V-neck shirt that she wore on our first date when we watched all those Marvel movies together.

As Rarity sat down beside me on the right, Fluttershy laid down sideways and rested her head on my abdomen facing towards me, holding her phone in front of her as she idly scrolled through some web pages…likely about animals.

Rarity took out her phone next, looking at something…so I eventually followed suit and took mine out to start looking something up. The last time I had checked my truck out, I noticed some thrust play developing in the smaller turbo, so I figured I would use the time to search around some of the forums to research what would be a more durable turbo to install before the current one decided to contact the housing and fly apart.

I was scrolling through a thread when I heard Rarity speak up. “Oh darlings…this isn’t much of a visit.”

“Yeah,” Fluttershy answered. “You’re right. What do you want to talk about?”

I kept my eyes on my phone screen, now intent on finding the information I was looking for.

“I don’t know…why did Sunset cancel tonight?” Rarity asked.

“I dunno…something to do with her job search…” Fluttershy responded softly.

“Oh good for her.” Rarity replied. “Those things are still important. Even for us.”

“Yeah, I guess.” The shy girl responded.

I started to tune them out as I continued scrolling through my phone in search of more information.

After a few minutes, I heard Rarity say something interesting.

“That looks quite comfy, darling…may I join you?”

“Sure!” Fluttershy replied in a friendly tone.

In the background behind my phone, I could see Rarity shift over and slide down into a laying position, sideways on the bed in the same manner as Fluttershy. Then I felt a weight come to rest on the right side of my chest. I moved the phone out of the way to look, and saw that Rarity had laid down and rested her head on me, facing the other way. All I could see was her purple hair on me as she laid, facing Fluttershy while continuing to chat.

I went back to my phone. I had to admit, I could waste a lot of time on these forums…I was looking for a specific topic, but I would run into an interesting thread about injection pump timing or injectors or something…then I would read through that for an unknown amount of time, before I got back on track and continued searching for the original topic. This whole diesel hobby of mine had become a bit of an obsession in the past few years…

“Um Rarity?”

“Yes, darling?”

“You wanna see something?”

“Sure…”

There was a pause for a moment. I could feel Fluttershy holding her phone again, letting her hand rest on my stomach, moving it around slightly as her finger scrolled through the device.

Then I felt her hand slide up my belly a bit as she turned her phone to show Rarity, followed by a loud gasp.

“Fluttershy! You took a picture of Sunset Shimmer and your boyfriend having sex?”

My phone slipped out of my hand, landing on my collarbone. “WHAT?” I asked, lifting my head up.

Rarity snatched the phone from the giggling Fluttershy’s hand, then turned onto her back so the back of her head was on my chest now as she faced the ceiling, holding the phone above her to look at the picture more closely. I could see the side profile of were white face as she looked up at the picture, her eyes wide, darting around at the image. “I can’t believe you did this! Does Sunset know you took this?”

“No…oh, please don’t tell her…I haven’t shown anyone except you…” Fluttershy’s voice said quietly from out of my sight.

Rarity shook her head. “You’re such a little devil…” she said with a giggle. She turned to me, biting her lip as she looked at me with her blue eyes, then she showed me the picture.

It showed Sunset laying on top of me, her fiery hair was covering both of our faces and her arms were reached up above our heads, it must have been when she was holding onto the pillows…she was glistening all over from the sweat, and the side of her breast was clearly visible, squeezing against my chest as she pressed against me. The picture was cut off below our waists, so I was a bit disappointed that I didn’t get to see her ass again.

“Wow…” I said.

“She sure was working hard…” Rarity said, bringing the phone back so she could see it again. “Look at how soaked she was…”

I nodded. “Oh yeah, she was sweatin’ like a whore in church.”

Rarity laughed, turning back to face Fluttershy and giving her phone back. “Well, who can blame her, darling…it’s hard work taking in that beast of yours.”

I chuckled. “Beast?...Nah, it’s nothing to write home about...”

Rarity shook her head against my chest. “Well, I suppose it doesn’t break any records, but it most certainly does get the job done.”

“Mm-hm.” Fluttershy agreed.

“OK, you two, settle down.” I said, picking my phone up. I started scrolling through the forums again for a few minutes as the girls continued to chat. I wasn’t listening to what they were saying, but I was hearing a lot more snickering and giggling between the two. I liked the sound of it, as well as the feeling of them laying comfortably on me…it made me feel a strong affection towards them in that moment.

I missed these easy-going times in the past month. We had all been so busy with work and training that the girls, especially Rarity, were starting to seem like different people. Her skills had been reaching almost frightening levels, which I was very impressed with…but I missed having the more affectionate moments with her. The last one was when she kissed me at Pinkie Pie’s house by the back door after she put Sunset down in the living room.

Fluttershy and I had been getting along very well at home…having sex with her hadn’t dulled out in the least and we still had great times together sitting by the fire or going for walks, but there was always some underlying tension when we were out at Riverfield. She still seemed to think her progress was poor, and seemed to expect that I was going to be upset or disappointed with her…which wasn’t the case at all. For what she started out as, she had become a great combatant…even if she couldn’t handle herself against the other two…which was nothing to be ashamed of, considering their abilities at that point.

As I continued reading on my phone, I let my right hand drift downward until I felt someone’s soft hair…not really paying attention to what I was doing, I started running my fingers slowly through it as I read page after page of tech talk, enjoying the feel of the velvety locks between my fingertips.

They continued to talk. Eventually I could feel them drawing circles on my stomach with their fingertips as they giggled back and forth to each other. I could feel them breathing on me…their body heat soaking through my shirt as they quietly talked back and forth.

I lifted some of the hair up to look at it past my phone while keeping it laced between my fingers. It was purple. “Oops, that’s Rarity’s hair…” I wasn’t even thinking about where each girl was while I was reading.

Upon realizing who it was, I let her hair slide out from between my fingers and switched my phone into that hand. With my other hand free now, I slid my hand along the mattress towards Fluttershy, who was laying further away, but still facing me. The first thing I found was her knee. I put my fingertips against her skin and started gently running them up and down her calf.

As I got lost in the feel of her smooth skin on my fingers, I continued scrolling through the forums on my phone. I had finally found some good information on the turbo I was looking for…my brain was puttering along absentmindedly as I read.

“Hmm…” I thought. “Lots of guys are saying good things about that 62mmSXE…huh, Rarity was letting me run my fingers through her hair…360 degree thrust bearing, that’s exactly what I need to handle the stress of compounded boost...damn, Flutters has soft skin…”

I was suddenly distracted by Rarity moving. She was shifting her legs downward on the bed so she was laying parallel to me, then she moved her head closer to my shoulder as her body came to rest against the right side of me. “Sorry darling, it was becoming less comfortable the way I was…”

“Yep.” I responded, only half paying attention to her. I had to switch my phone back to my other hand with her in that position because I couldn’t hold it where I could see it without putting my arm on her head…but then I realized I had taken my hand off of Fluttershy’s leg, so I finally decided to put the phone down, figuring I had found enough information for now about what I was researching.

Fluttershy sat up and crawled over beside me, settling herself against the left side of me, letting her leg drape across my thighs and resting her head on my left shoulder.

“This is kind of nice…” I thought, looking down at the pink and purple heads of hair resting on each side of me. I let a hand run down the purple-haired girl’s back, eventually letting it rest on her waist. With my other hand, I ran my fingers through my girlfriend’s soft hair, grazing the back of her neck with my fingertips every so often…causing her to shrug her shoulders a bit, giggling softly as she listened to Rarity talk. I could smell their scents combined now with their hair so close to my face…sweet vanilla mixed with the fresh floweriness…my eyes started to glaze over as I stared off into space.

I felt Fluttershy’s hand slide up to my chest and come to rest there as she let out a sigh of contentment. I looked down at them again, just in time to see Rarity rest her dainty white hand on the back of Fulttershy’s, then she laced their fingers together and squeezed gently.

As they held their hands clenched together against my chest, Rarity started to whisper. “Fluttershy…I think you’re amazing.”

The shy girl lifted her gaze to her sapphire-eyed friend. “What do you mean?” she asked softly.

“Everything about you…I know you think you’re not doing well in the field, but I think you are doing perfectly.” Rarity replied.

“But…I’m the weakest one…” the shy girl whispered back.

“That doesn’t mean you’re not amazing, darling.” The fashionista replied.

I nodded in agreement as I listened, staring up at the ceiling.

Fluttershy let out a long sigh before answering. “Thank you, Rarity.” She whispered.

I could feel both of their faces smiling against my chest as they looked at each other for another moment.

Rarity finally broke the silence. “You’re so beautiful, darling.” she cooed. “I haven’t been able to stop thinking about that night on the couch…in the dark.”

I could feel my girlfriend’s face get hot against my chest as she blushed at the compliment. “Same here…” she said softly.

They looked at each other for a second before Rarity let go of Fluttershy’s hand, reached over to her cheek, then pulled her in for a kiss. Fluttershy’s eyes opened wide for a second, then they drifted closed as their mouths remained connected, letting their heads rest on me.

Fluttershy was in awe as she smelled Rarity’s familiar vanilla scent, she could feel the warmth of her hand on her cheek, then Rarity’s tongue as it slowly snuck its way into the shy girl’s mouth. She responded by trying to hook the other girl’s tongue with her own and pull it in deeper…she could taste the sweet saliva of her friend in her mouth, driving her into a heated frenzy that shot a tingle down her chest into her loins.

Rarity suddenly put her hands on Fluttershy’s shoulder and pushed her onto her back, sliding her slender white body across mine as she found her home on top of the shy girl. She continued to kiss my girlfriend deeply, letting their tongues wrestle together as I laid there in awe, watching two of the most beautiful women I’ve ever known make out beside me.

Rarity used her hand to flip her hair over to one side of her head, giving me full view of what was happening. She was planting kisses on Fluttershy’s cheeks, then she worked her way down her neck, eventually leaving small wet kisses on the delicate collar bones under the custard-toned skin.

Rarity finally stopped for a breath, looking over at me as she breathed through her mouth. “Sorry, darling…I didn’t mean to climb over you like that.” Her blue eyes were sparkling as she looked at me.

I raised my hand off of my chest from its resting spot to give a small wave of forgiveness. “It’s OK,” I said. “Carry on...pretty please.”

Rarity giggled, then started crawling down on Fluttershy, sniffing her shirt as she went. When she reached the bottom of the light blue garment, she hooked her fingers under it and slid it up Fluttershy’s body, revealing her slender waist, then finally her white bra. Fluttershy grabbed the shirt with her hands and pulled it over her own head and threw it on the floor, then she propped herself up on her elbows as Rarity slid her arms around her back to unhook her bra.

Ever since the fashionista had those breasts hovering over her face that night on the couch, she had obsessed about seeing them. She had known Fluttershy for many years, and had seen them before…although not very often since the girl was so shy about showing off her body…but even when Rarity did have the chance to see them, she didn’t really pay close attention. She always knew Fluttershy was beautiful, but now things were different. She couldn’t get the shy girl out of her head.

Rarity hastily slid the straps off of the shy girl’s shoulders then lifted the bra away, revealing the beautiful, full breasts underneath. With Fluttershy on her back, they looked slightly flatter so Rarity quickly cupped them with her hands, squeezing them together from the sides, letting her hard nipples point straight up at the ceiling.

Rarity quickly closed her lips around one of the hard points, sucking gently on it and flicking it with her tongue inside her mouth.

I looked at my girlfriend’s face as she laid with her hands rested on the pillow above her head, she tried to look at me, but her eyelids were fluttering closed at the sensation of her friend’s advances. She suddenly reached over, grabbing me by the back of the head and pulling me in to press my lips against hers. Her mouth opened immediately, sending her tongue in for another war with mine. I loved kissing her; she was so aggressive, sometimes I could swear she was trying to lick the bottom of my stomach.

Rarity let the nipple pop out of her mouth as she moved over to give the other breast some attention. “My goodness, Fluttershy…these are so perfect.” She said, just before plunging her lips over the other nipple.

Fluttershy felt the fresh sensation which caused her to moan softly into my mouth as she continued to kiss me hard. She started rocking her hips, looking for something to grind against, but not finding anything with Rarity up on her hands and knees…to high for the shy girl to reach with her steadily increasing heat.

I could feel her movements starting, the sides of her hips were brushing against mine which let me know she needed attention down there. I slid my hand down her stomach to the top of her yoga pants, feeling the back of my hand squeeze past Rarity’s breasts under her clothes, which were hanging just above Fluttershy’s abdomen…then I slid my fingers inside the tight pants, continuing down until I felt the pair of soft lips between her legs. I stroked them side-to-side to get them so separate so I could plunge my finger down into her slit, which was soaking wet inside and hot as hell.

Fluttershy let out a soft moan as her body was stimulated by both her lovers at once, feeling the tingling of her wet nipple that had been sucked on already as it cooled, while the other was still inside the warm mouth of the fashionista, being flicked and nibbled on gently. I was kissing her neck now, which tickled her slightly, but was overshadowed by the sharp waves of sensation coming from her clit as I gently stroked my finger over her tender, wet flesh.

I pushed my hand deeper down Fluttershy’s pants so I could reach her opening, where I easily slid my middle finger inside, feeling her tightness and her warmth. I stroked in and out of her, thinking about how it feels to be inside her as Rarity finally popped her mouth off of my girlfriend’s hard nipple.

She rolled off to the side of Fluttershy, running her fingers through her purple hair to clear it from her face. I could see the shiny moisture of Rarity’s saliva on Fluttershy’s nipple, which looked like it was hardening even more as the cool air hit it. Rarity looked down at my hand down her friend’s pants, which caused her eyes to widen in reaction.

“Oh my, you’re certainly getting the full treatment tonight, darling…” she said, biting her lip as she slid her own hand down the slender yellow belly towards mine. I lifted my palm up, holding the tight pants away from Fluttershy’s body while keeping my finger inside her. Rarity’s little white hand slid in under my hand, running her fingertips over the shy girl’s slit, stroking her clit in a circular motion causing her to tense up even more…getting a shaky moan out of her. I loved hearing her soft voice make these kinds of noises, and I could tell by the expression on Rarity’s face that it was the first time she’d heard a moan this loud from her friend.

“Rarity…” she breathed. “I want your finger inside me too…”

Rarity raised an eyebrow at Fluttershy. “My, my…” she said, with a giggle. She slid her finger down, letting the back of her hand press against my palm as I felt her slender finger slide into the shy girl next to my own. She stroked in and out, immediately getting a response from the shy girl, who lifted her hips upward, pressing against our hands.

I enjoyed the feeling of having my finger inside my girlfriend, feeling her warmth, but there was something very arousing about having Rarity’s finger in there too, pressing against mine, rubbing together, sliding smoothly in the slick juice that was increasing its presence with every stroke. We continued to stroke the shy girl’s wetness, watching her tremble as she groped her own breasts, pinching her nipples as she kept her eyes closed. She continued to elevate her breathing as her orgasm crept up on her, he body continued to arch up until she finally locked solid, then flopped down on the mattress, trembling uncontrollably as we continued to stimulate her.

She came down from the climax after half a minute, then reached down, tapping my arm with her fingertips. “J-j-j…j-just…wait…”

“That’s one, darling.” Rarity said, as we both stopped stroking the shy girl.

Fluttershy had the back of her hand draped across her forehead. She opened her eyes. “Huh?” she panted.

“I’m going to count every time you cum tonight.” Rarity answered.

Fluttershy nodded. “OK. And I’ll count yours.”

Rarity turned to me, giving me a seductive smile. That was the signal to me that I was going to be inside her before that night was over. We kept our eyes locked as our fingers remained squeezed together inside our lover, almost like we were holding hands. I stroked the back of Rarity’s hand with my thumb, then gave it a little squeeze.

Rarity’s lips parted slightly as she leaned over the shy girl’s body to plant her lips against mine, immediately reaching in with her tongue, flicking my own tongue with it as her breathing started to elevate. I couldn’t decide who I liked kissing better, they both were very talented in their own way with their tongues…Fluttershy was more aggressive, which I liked, but I also enjoyed the playfulness of Rarity’s methods.

Fluttershy saw us kissing and immediately started grabbing at Rarity’s shirt, peeling it up to reveal a black lacy bra that had a very nice lift effect on her breasts. They were full and bouncy, and they actually looked quite ample, even though they were smaller than Fluttershy’s larger, rounder bust, they were perfectly suited to the fashionista’s more petite frame. In this bra they looked great…milky white, popping out against the black lace, pressing together to create beautiful cleavage, jiggling around as she removed her hand from Fluttershy’s pants to remove the shirt completely. It looked like they were going to spill right out of the garment, especially when she stood up to slide her shorts down. When she bent down, I was shocked that gravity didn’t pull those breasts right out of that bra…

As she stood up, I saw her lacy black panties, which I was pretty sure were the same ones I peeled off of her that night in the boutique. She crawled on her hands and knees over Fluttershy, stopping to flick they shy girl’s nipple with her tongue as she went to lay belly-down in the middle of the bed, revealing her bare white ass with only the thin strip of the black thong going between her cheeks.

What a sight she was…her slender, pure white body with the lacy, almost non-existent thong, letting her cute little ass show, the black straps across her white shoulder blades and of course that silky indigo hair draped across her shoulders and hanging down around her face…Fluttershy and I were in awe.

“Oh my goodness, Rarity…what are you trying to do to us?” my girlfriend said, shaking her head in disbelief of her friend’s beauty.

Rarity giggled…”This is the way I dress, darling.”

“You wear underwear like that when we’re training??” I asked.

She put her index finger to her chin. “Maybe…” she said with a smirk. “Is that going to be a problem?”

I shook my head with a smile. “Nope, carry on.” I said as I got onto my knees and grabbed the top of Fluttershy’s yoga pants, yanking them down.

“Woo!” she shy girl giggled as she felt the cold air hit her moist slit.

Rarity and I could smell her arousal almost instantly as I threw the pants on the floor.

“Oh my…” Rarity started saying as she got up onto her knees. “She is ripe, darling…” she said seductively as she started undoing my pants.

“You knew Sunset cancelled, didn’t you?” I said to her.

Rarity glanced up at me as she slid my pants down, setting my moisture-tipped erection free. “Why would you think something like that?” she asked with a wink.

“There’s no way you train in that underwear. No fucking way.” I said, reaching around her back and grabbing her ass.

“Well, maybe not in this particular bra…” Rarity giggled.

“Rarity, you came out here just to fuck, didn’t you?” Fluttershy accused her quietly with a smirk.

“Well… Sunset may have texted me herself, saying she wasn’t coming…so maybe I did come out for a little fun with you two…but is that a crime?” Rarity replied, shrugging.

“Nope!”

“Fuck no…”

Rarity laughed at the response, then pressed herself against me, wrapping her arms around the back of my neck. “Now darling, you have a job to do…” she said, as we both looked at Fluttershy laying there with her legs spread, exposing her pink folds to us both.

Rarity planted a quick kiss on my lips then backed away, looking down at her belly as she went to lay down. “Hey! You smeared your juice on my belly!”

I crawled overtop of Fluttershy. “Yeah, that’s what happens when you press up against a pants-less dude with a boner…” I said as my girlfriend wrapped her arms around the back of my neck, laughing softly .

“Well it’s a good thing I wasn’t wearing one of my expensive shirts…” Rarity replied with a smile as she ran her fingertip through the slippery streak on her belly, then put her finger in her mouth to taste it.

“Yeah, yeah…you just get ready to count…” I said, as I slid my entire length into the hot, moist depths of Fluttershy.

She let out a satisfied moan as she felt me penetrate her, then she wrapped her legs around my back, hooking her feet together behind me. We connected our lips as I started drilling into her warmth, feeling her flesh running along the length of me as her tongue came into my mouth again for another visit.

We continued thrusting together as Rarity watched, laying beside us on her side, supporting herself on her elbow.

It was barely a minute before Fluttershy’s body tensed up under me, shuddering as she clenched down on me with her insides, letting out a long moan of enjoyment. I stopped for a moment, kissing her neck, causing her to giggle as she looked over towards her friend, locking onto the sapphire eyes of Rarity, who raised her eyebrows as she spoke.

“That’s two…”

I gave my girlfriend one more little kiss before I leaned myself up on my arms, then she brought her legs up to rest her calves on my shoulders. I resumed thrusting into her as Rarity leaned closer and started planting little kisses on her friend’s neck and cheek, causing the shy girl’s eyelids to flutter against the onslaught of sensations that were hitting her from all directions.

I loved the feeling of being inside her: the tight warmth, the wetness, which was increasing with every second that went by, but having Rarity there, kissing her and touching her breasts as they bounced up and down made it so much more exciting.

Rarity raised her head and looked down at our connected bodies, watching it slide in and out of the delicate pink folds as she bit her bottom lip. “Oh my, Fluttershy, that is so-“ Her words were interrupted suddenly by Fluttershy’s arms wrapping around her head, pulling the fashionista’s face down against the her breasts, squeezing Rarity hard as she climaxed another time from the sensation of the hard length running into her again and again.

Fluttershy clutched her friend’s face against her chest as she trembled, keeping her eyes shut tightly…moaning softly as the orgasm slowly subsided. She suddenly released Rarity, letting her roll suddenly onto her back, beside us on the bed. The indigo-haired beauty had a stunned look on her face as she stared at the ceiling with wide eyes, and slowly held up three fingers to us.

“Uh… three…”

Fluttershy giggled, taking her legs off my shoulders and flipping herself over, getting onto her hands and knees and crawling overtop of Rarity to kiss her deeply…feverishly sending her tongue into her friend’s mouth to slide around together with her tongue.

I stayed where I was for a minute, watching them make out…looking at my girlfriend’s ass pointed at me, letting her glistening lips show from between her thighs. Fluttershy separated their mouths with a wet pop sound to look over her shoulder at me.

“Um, could you fuck me some more, please?” she requested, gazing at me with the one teal eye that I could see from where I was.

“Oh, right…what was I thinking?” I said, putting my hands on her hips and pulling myself closer to her.

I could hear Rarity giggle from underneath the shy girl. “I love hearing you use that word, darling…it makes you sound so naughty.”

Fluttershy snickered softly as I saw her head lower again to kiss the other girl, then she turned her head again, looking over her shoulder at me. “Oh, and try not to get too close…save some for Rarity.”

I smiled at her. “No promises, but I’ll try…” I said as I lined myself up to her glistening crease.

She smiled back at me, biting her lip for a second, then she turned back to lower her head again to continue kissing the pale-skinned beauty.

I slid effortlessly back into her, continuing the barrage of pleasure on her body…hoping that her telling me not to finish too soon wouldn’t jinx me. I could hear a muffled squeal from my girlfriend as I slid in and out of her tightness, followed by a soft giggle from Rarity, who was evidently getting enjoyment from witnessing her friend’s steadily increasing pleasure.

“Do you like tha-“ Rarity was starting to say when Fluttershy’s lips smashed against hers again when another orgasm hit her. I felt her squeezing me with her insides as she held her lips against Rarity’s, letting it run its course…and I kept pace, not letting her have a break from the pleasure.

Fluttershy suddenly thrust her body back towards me, smashing her ass against me, letting out a loud yelp as she buried her face into Rarity’s milky white cleavage. She quivered in place like this for close to half a minute, moaning into her friend’s breasts…then her body fell limp, letting me slip out of her, landing on top of the fashionista for a moment before she rolled off and laid on her back, next to her friend.

Rarity was laying there in front of me now, still wearing the lacy underwear. “That’s four, darling.” She said in a sultry tone.

Fluttershy was running her hands through her hair as she shook her head. She continued to breath hard as she kept her eyes closed, holding up her hand, raising two fingers.

Rarity’s eyes widened. “Two?”

Fluttershy nodded, keeping her eyes shut. “Close together…one after another…”

Rarity looked at me with an eyebrow raised. “You’ve just full of surprises, aren’t you darling?”

“I try.” I said, rubbing the back of my neck, suddenly realizing I still had my shirt on.

Rarity giggled, then turned back to the shy girl. “Well, then I guess that’s five.”

Fluttershy suddenly reached over and lightly slapped Rarity’s shoulder. “…I’m tagging you in, Rare.” She said, letting the back of her hand rest on her forehead, her eyes still closed.

Rarity looked at me with a little smirk on her lips as I peeled my shirt up over my head. “Well…it looks like it’s my turn now…”

I reached down and grabbed the sides of the little black thong and peeled it off, sliding it down her porcelain-white thighs, revealing her little purple landing strip with the moist pair of white lips nestled between the apex of her thighs. The crotch of the under garment pulled inside-out as I brought them down, and there was a little web of thick moisture soaked into them that stretched into a thin thread as I slid them down her legs.

“Oh my…they’re stuck to me!” she giggled as she lifted her feet to let me take them off and throw them onto the floor. She sat up suddenly, putting her hands on my shoulders…”Lay down, darling…”

I complied, laying down next to my girlfriend, who appeared to be quite content that that moment. She had her eyes open again, licking her bottom lip in anticipation of the show that she was about to watch.

Rarity straddled herself over me, letting her wet slit rub against my erection, which was still soaked in Fluttershy’s juices. She laid herself down on me, her nose only an inch from mine, her purple hair draping down, surrounding our faces in a purple curtain that smelled of her sweet scent.

“I’ve always wanted to ride you like this…” she said before pressing her lips against mine, flicking her delicate tongue into my mouth as she raised herself just a bit to press her wet opening against my tip, which she then let slide into her effortlessly. She took in the whole thing, gasping at the sudden feeling of her body being filled as she gave me another wet kiss on the lips. I could feel the fresh heat inside, her newly lubricated flesh, waiting to be stirred up by me.

The indigo-haired beauty started rubbing her petite body against mine, leaning on her elbows, keeping her face just above mine, staring into my eyes as she thrusted her hips with each stroke of my length into her tight flesh. Her breasts were pressed against my chest, still somehow defying physics by staying inside that bra while I reached around her and ran my hands down her slender white back to her little ass, giving it a squeeze as it gyrated back and forth with her hips.

I could see her eyebrows starting to furrow, her mouth was open, blowing hot shaky breaths against my face…followed by a high-pitched whimper as her eyes pressed shut. She buried her face into my neck as she let out a muffled cry of pleasure, her body convulsing on mine, clenching down hard on my erection…her hair was draped across my face, tickling my nose gently as the scent took me over.

I could hear the soft voice of Fluttershy beside us.

“Um, one.”

Rarity laughed softly against my neck, shaking her head slightly then sat herself upright on me, letting me point straight up into her. She slowly shook her head in disbelief as she sat there panting. “You get better every fucking time I have you, darling…how is that possible?”

“I actually think it’s you guys who are making it this so good…” I replied, trying not to brag.

Rarity smirked, looking down at her breasts. She cupped her hands under them, pushing them even further up out of the bra. She looked at me with one eyebrow raised, “Do you want to see them?”

Before I could answer, Fluttershy’s voice quickly sounded out beside me. “Uh-huh…”

I looked over at her with a chuckle, seeing her eyes sparkling with anticipation…then I looked back at Rarity. “What she said…”

With a sensual smile, the fashionista reached up with her fingers between her breasts to the center of the bra, unfastened it, then opened it like a book, letting her perky white breasts finally fall out. It had been a while since I’d seen them in the hot tub, and they were bigger than I remembered. I instinctively reached up and cupped them with my hands as she started gyrating her hips on me in an upright position, massaging my length with her hot depths.

“You’re so hot, Rarity…” Fluttershy whispered, reaching out to run her hand up and down Rarity’s smooth white thigh.

Rarity leaned back, reaching behind her, resting her hands on my knees and letting her head fall back as she rocked her hips continuously, her long indigo hair hanging down behind her, waving along with the movements of her body as she moaned into the air. I couldn’t reach her breasts in this position so I let my hands slide down her waist to her hips where I let them rest, staring at her purple landing strip as it bounced up and down over me, feeling her movements as she rode me into her next climax…tightening up around me as her sexy voice rang out, echoing throughout the shy girl’s house.

Rarity leaned forward on my chest with her hands, panting hard. She looked at Fluttershy, who had her head resting on my shoulder, still gently rubbing Rarity’s thigh. She noticed Rarity looking at her, then lifted her head suddenly.

“Oh! Uh, two.”

Rarity giggled for a second, then reached over to stroke Fluttershy’s cheek with the back of her index finger. “You’re such a sweetheart, Fluttershy…”

Fluttershy smiled back, then quickly sat up, reaching over me to embrace her friend. I watched their bare breasts press together as they locked lips, then Fluttershy’s hands slid down Rarity’s waist to her hips, pushing them back and forth, prompting the pale beauty to start riding me again.

Fluttershy was kneeling beside me as she held onto her best friend. I ran my hand up her inner thigh, eventually finding her moist core at the top, sliding my fingers inside her well attended-to opening, earning a moan that went into Rarity’s mouth as they kissed harder while Rarity continued to gyrate on me, bringing herself closer to catching up to Fluttershy’s orgasm count.

I felt Rarity tighten up again as she wrapped her arms around Fluttershy, resting her head on her friend’s yellow shoulder, clenching her eyes shut as her body twitched with ecstasy. Fluttershy held her friend close, resting her head on top of Rarity’s, running her fingers through her soft indigo hair as Rarity panted against her shoulder.

After a moment of embrace, Fluttershy released her friend. “Three…” she said with a smile.

Rarity smiled back as Fluttershy leaned down and gave her friend’s right nipple a quick suck with her lips, followed by a flick of her tongue which drew a little yelp out of the fashionista.

Fluttershy turned to me and came down for a kiss, letting me remove my fingers from her as she laid at my side. “Give her one more…then it’s your turn.” She said softly, licking the tip of my nose.

She laid back down beside us, foundling her own breasts as I sat up with Rarity to kiss her. She wrapped her arms around my shoulders, then started working her body up and down on mine, rocking her hips to work me in an out of her. I pushed my hips upward, letting myself go deeper into her as she gyrated…she immediately gasped as her clit ground itself against my body as I continued to slide in and out, her arms gripping me tighter and tighter, her speed increasing with every thrust.

She had stopped kissing me, but her face was still pressed against mine, breathing against me as I felt her face contort against mine…then it hit her again. She cried out, pressing her cheek against my face as her body shuddered against me…then I felt a warm gush of fluid against my abdomen that washed down between my legs and soaked the bed sheets.

Rarity put her hands on my shoulders, looking at me with her eyes wide. “My…FUCK!...d-dar…” she stuttered, then slammed herself against me, causing us both to fall back down on to the bed. She laid on top of me, breathing one deep, satisfied breath after another, resting the side of her head on my shoulder, keeping her sapphire eyes locked on Fluttershy through the purple hair that draped across her face.

“Four.” The shy girl smiled, gazing back into Rarity’s eyes.

Rarity continued to breath on me, her face blank. “I’m so sorry, Fluttershy…”

Fluttershy furrowed her brow at the statement. “For what?”

“I’m afraid I’ve…made a mess of your bedspread,” Rarity whimpered, her voice barely able to muster up the volume for us to hear her.

Fluttershy giggled. “Oh…that’s OK, Rare…it happens all the time…”

Rarity lifted her head again to plant a sloppy kiss on me, her lips were wet, her tongue slid in slowly and gently rubbed itself against mine. I had my eyes closed as the beautiful, but worn out pale beauty kissed me softly, then I felt another pair of lips kissing my neck, leaving small pinpoints of moisture as a signature everywhere they touched.

Rarity followed suit, rolling off of me as Fluttershy put her hand on her shoulder to gently push her off, then they both continued to kiss my neck as they laid on either side of me, letting their naked bodies rest on me.

Fluttershy finally came up and kissed my cheek. “Your turn…” she said softy, then she crawled down to my waist, leaned over me, picking up my soaked erection with her hand and holding it at the base. She wrapped her lips around it, then slid them down, tasting her friend’s juice as she sucked gently while sliding her mouth back up to the head, giving it a few quick sucks, flicking it with her tongue.

That last ride from Rarity had gotten me pretty close to orgasm; there was a moment when I thought she might have finished me off inside her, which wouldn’t have been a bad thing, but now I was glad to see where this was going. I could already feel the sparks starting with those lips sliding all over me.

Rarity finally peeled her mouth from my neck to look down at Fluttershy, who was now rhythmically moving her head around, running her puckered lips in circles on the tip.

She smiled at me with her blue eyes shining. “Oh, you lucky boy…” she said shaking her head, then she slid down to join Fluttershy.

The shy girl saw that her friend had joined her, so she let her lips slide off the end of me, making a little wet sound of suction as it left her mouth. Rarity leaned in and licked the side of it from the base all the way to the top, where she suddenly plunged her mouth over it, running her lips up and down the length, pausing on the sensitive head every so often to deliver short strokes while circling it with her tongue inside her mouth before she pulled her lips off of it, making a pop sound as the suction released.

Then both girls started running their lips and tongues up and down the sides of it, sometimes they would both pause on the head to suck gently on each side and run their tongues all around it as I started feeling the end explosion coming up steadily. One of them would run their lips up and down the length of it on the side of the shaft, while the other would seal their lips around the head and gently coax the orgasm from me, then they would switch places and continue on…

Rarity happened to be the one with her lips around my head when I reached the peak of my pleasure, her lips suddenly felt like they were electrified against me as I finally exploded; firing one, two, and three hard, thick shots into her hot mouth.

She made a surprised little ‘Mmm!’ sound as she suddenly backed off, letting the next shot fire straight up into the air, which landed on Fluttershy’s cheek as she continued to run her tongue along the length of me. Her eyes popped open when she felt the warm strand hit her face, then when she realized what was happening, she gasped and brought herself up to plunge her mouth onto me, taking the remainder of the shots on her tongue as she continued to give me all the intense pleasure I could handle, trying to coax as much fluid from me into her mouth as possible.

She ran her lips gently around on the head as the pulsing subsided, then finally let her mouth slide off of me. She put her fingertips in front of her chin, furrowing her brows a bit as she swallowed, then exhaled her breath against my stomach, looking back up at me with a smile.

“You guys…are my favourite.” I panted, staring at the ceiling.

They kneeled on the bed on either side of me, smiling slightly awkwardly at each other, knowing that as best friends they’d never done anything like that together before.

Rarity started running her fingers through her slightly frazzled hair. “My goodness, you almost drowned me.” She said with a wink.

Fluttershy looked at her, confused. “But, I thought I got most of it…?”

They both looked at me for a moment, then Rarity shook her head. “Really, darling…where do you keep it all?”

I smirked as I thought of a reply. “Due to a recent shipping error, I was currently overstocked and everything needed to go…”

Rarity smirked, shaking her head. "Oh darling; that was terrible!"

“I didn’t even think you got any, Rare.” Fluttershy said, starting to play with her messy, pink hair.

“Oh, I did,” Rarity replied. “But you wouldn’t have seen it, I never spill a single drop. A lady does not make a mess,” she said, sticking her nose up as she always did when talking about being a lady. It was ironic, given the subject matter. Then Rarity noticed the thick white strand on Fluttershy’s cheek. “Uh, darling…”

Fluttershy looked at her.

Rarity waved her index finger at her own cheek. ‘You’ve got some…uh…”

“Oh!” Fluttershy suddenly remembered one of the shots had landed on her face. She started to reach up with her fingertips.

Rarity put her hands out. “No wait! I’ll get it for you…” She said, leaning across me. She put her fingertips under Fluttershy’s chin to hold her still, then stuck her tongue out, placing it on Fluttershy’s lips, then she licked from there across her cheek, sweeping up the entire streak, then brought her tongue back into her mouth. After she swallowed it, she leaned in to give Fluttershy a small kiss on the lips. “There you go, darling.”

“Jesus fucking Christ these bitches are hot…” I thought to myself as I laid there, watching the two girls.

Both of the girls settled down on either side of me. We laid and stared at the ceiling for a moment before Fluttershy broke the silence.

“So, um…what was the score?” she asked, running her fingers through her hair.

“Five for Fluttershy…four for me…and one for Golds. Slacker.” Rarity quipped, sending a smirk my way.

“Hey,” I said, “I had most of the assists…”

Rarity snorted and shook her head as she cupped her own breasts with her hands. “I suppose I’ll give you that.”

Fluttershy giggled. “I think I’ll go out on a limb and say we were all winners tonight.”

After a short pause, Rarity let out a slow, content chuckle. “And for that, I say…thank you, darlings.”