Doug relaxes against the sparse sheets of the airship’s rough bed, sitting up against the wall. The steady thrum of the engines covers the clop of hooves against the wood as Twilight drops down from her spot next to him. He makes no effort to conceal his gaze, ogling the alicorn’s sashaying flanks as she swishes her tail to the side. She glances back with the barest turn of her head, winking with two places at once.

He groans appreciably. Twilight hasn’t yet surrendered that part of her newly minted alicorn body to him, insisting instead that they save their ‘first’ time for when she goes into heat. It’s infuriating, in a way, especially when she tantalizes him with winks and moans and the way she melts under his hands when he rubs her wings after a hard workout with Rainbow. It would have been so easy to slip in, she wouldn’t have resisted in that state of mind.

But it’s sexy, too, that willingness to deny yourself for the sake of other; incredibly so, and a part of him - growing visibly larger by the second - wants to leap up and break that light wooden bed when he bends her over it. Much as she might enjoy that, she’ll enjoy it even more when her heat arrives.

And today wouldn’t be about her. Instead, his attention turns to the other two mares entering the room. Applejack and Rarity both nuzzle Twilight as she squeezes in between them; it might have been easier for the alicorn to teleport past in order to find Spike, but that would deny her the chance to lightly nip at first Applejack’s and then Rarity’s ear. And then she’s gone, leaving the earth pony and unicorn alone with the human.

Applejack moves first, a slight frown as she tests the bed. It’s built to be lightweight and fold up when not in use, and while it might hold up to Doug and Rarity and her sitting on it, it certainly won’t hold up to the activity that she’s got in mind. So either they won’t get to the fun stuff, or she’ll have to apologize to Lunaris about his cabin. Well, no hard choice there.

The light musk already on the sheets tickles her nostrils, triggering some part of her brain that’s convinced that if she doesn’t get there first, she might not get there at all. A glance to the side confirms that Rarity is smelling the same thing: the way her eyelids are half-lidding seductively, that light reddening of her skin barely visible through her white coat, the way she licks her lips to signal that both ends are getting wet for the stallion in front of her.

It’s a good thing Rarity is her herdmate, or she might need to explain to Lunaris how a different section of wood got broken, and she doesn’t think Rainbow Dash would appreciate having to save Rarity from plummeting to the ground again. Well, she’d probably hang it over Applejack and Rarity’s heads, at least until she gets tired of them stroking her ego.

Well, time to stroke something else, before somepony beats her to it. A swipe of her head gets Doug to slide down the bed, Rarity’s blue aura helping strip him out of his light jacket. His knees buckle up, right where she is aiming her head, but then his pants come off in one smooth motion and his manhood springs up right where she intends it to be.

She takes the entirety of him in one go, tongue tickling his underside. “No sense in waiting, huh?” Doug says from above, her head shake and grin getting him to swell inside her. But only briefly, she’s not doing that whole ‘belly and womb’ thing Rainbow was spouting off about. She belongs to him and him to her, they both know that and don’t need no silly way of proving it.

His gloved hand scratches her ear, her appreciative coo vibrating the cock in her mouth. She bobs up and down, just slightly, as his hand traces down the side of her face, twisting back and forth as he meanders down. He lingers, just above her snout, her eyes briefly widening as she freezes. He wouldn’t, he knows Ah’m super ticklish there and liable to sneeze. And Ah clench mah teeth when Ah sneeze.

Instead, her fears allay as he skips over her nose, rubbing at the corner of her mouth. His right index finger slips inside, and she gives it a quick lick before she resumes her fellatio. Why stick a gloved finger there, she likes that salty taste of his sweat more. Her eyes drift down, locating a certain red apple stitched into the cloth.

Of course. Applejack closes her eyes, contentedly smiling as she speeds up a little. But not too much, she wants all of him in her. The gloves Rarity made, with each of our cutie marks. Figures he’d do something like that.

Her tongue holds that finger in her mouth as she regretfully pulls away, doing her best to leave as much saliva coating him as possible. His moan echoes her own feelings, but they’ll be getting to the good part soon enough, especially as her heat keeps reminding her that they ain’t doing this just for the fun of it. As soon as his head is clear she pulls his hand along with her, practically scampering to get her hind legs around his waist and his manhood firmly secured where it belongs.

And slip in he does, her inner walls eagerly accepting every inch of his length, the bed shuddering as she slams her hips down. She smiles apologetically, Doug rolling his eyes slightly at the creak and groan of the wood. Her marehood is far less willing to give him up, taking a lot of reassuring that he will be going right back there in just a moment’s time. But come up she does, and she gradually works herself to a slow rhythm, his hand pulling her head down to meet his lips.

The door opens; Applejack glances past Rarity, the mare working her way up and down his left index finger, to the purple alicorn making her way inside. Twilight smiles, horn shutting the door behind her. There isn’t a whole lot of space in the cramped cabin, but she makes do, rubbing barrels with Rarity. Her eyes watch longingly as Applejack picks up her pace, the protestations of the bed largely ignored.

“Applejack,” Rarity says with a pop of a finger leaving her mouth, Doug's hand shifting to try to pull her closer to him, “I was thinking.”

“Oh?” Applejack says, pulling away just a fraction of an inch. His hand leaves her head just to travel down to her modest teats. He teases the mounds of fat, rubbing circles and squeezing, quickly getting the nipple as hard as he is. He cups her, gently massaging while trapping the teat between his index and middle finger, and soon it is only his cutie marked finger rooting around like a foal after a meal.

Oh, he knows me so well. Applejack can’t help but reward her stallion with a kiss, barely paying attention to Rarity’s reply.

“You know how, before, we shared our magic? My Honesty and your Generosity?”

“Mmhmm,” Applejack replies, mouth firmly locked against Doug’s.

“And I said I didn’t want to sully the experience with something as base as sex?”

That gets Applejack’s attention, her hips resting against Doug’s. She can feel him push himself as far as he can inside her, cock twitching; but not because he’s about to go off, but because he desperately wants her to keep going. She raises an eyebrow as she pulls away. “Ah recall something like that, yeah.”

“I’ve changed my mind.” Rarity pushes forwards, setting her hooves on the bed. Her ears flick at the loud groan, jumping back with an apologetic whimper.

“Here, let me help.” Twilight’s horn lights. Applejack and Doug find themselves lifted nearly to the ceiling, the bed underneath stripped of sheets and folded up against the wall, latching itself in place. The sheets smooth out and lay on the floor. Applejack can’t help but snicker; she even tucked the top sheet under the other, and folded it like she’s making a bed.

Applejack, Doug still inside her, floats back down to the sheets. She resumes her gentle up and down motions at about a quarter of her preferred speed, watching as Rarity cautiously makes her way over.

“So, uh,” Applejack says as Rarity looks around, trying to find a good place to insert herself. “How exactly are we gonna make this work? Don’t ya need to, ya know, get your horn in my mouth or something?”

“Indeed. And you’ll need to stop moving, or I might poke your eye out or something.” Rarity hems and haws a little, starting forward before stopping herself and trying to find someplace where she won’t smother Doug. She tries laying across his chest, head awkwardly turned to the side to allow Applejack easy access to her horn.

“Ah can keep my head still just fine,” Applejack says, though she immediately proves herself wrong as she tries to get her lips anywhere near Rarity’s horn. “Ow!”

“Watch it!” Rarity says, wincing. A hoof comes up to rub at the spot. “Honestly, Applejack, you-”

“Stop,” Doug commands, getting both Applejack and Rarity to cease their movements. “Alright, here’s what we’re going to do. Applejack, sit up straight, as tall as you can. On your knees if you can stand it.”

“Like this?” Applejack says, pulling away from Rarity. She frowns at the angle, all of her weight resting on her hind legs and Doug. “Ah can’t go like this.”

“It’s okay. Rarity, sit like Applejack, but at my shoulders.” Doug taps his shoulder for reference. “Facing away from Applejack.”

“But that would put my… oh. Oh.” Rarity grins as she maneuvers herself, her wet marehood hovering inches above Doug’s face. “Just remember, darling, you’ll just get me riled up if you go too strong.”

“Wouldn’t dream of it. Now, Rarity, lay backwards as best you can, just far enough so that Applejack can get your horn in her mouth. Applejack, once you’re there, just relax and let me do all the work.”

“Aww, but Ah love doing the work,” Applejack says with a disappointed sigh. The two mares nevertheless comply, the new upright position taxing but not uncomfortable.

Applejack drapes her forelegs over Rarity’s barrel, gently steadying herself against her herdmate. She groans as Doug starts moving up and down. She focuses on nothing at first, just enjoying the motions and coming release, only for a brief ‘ahem’ from Rarity to draw her back.

Her head drops down, mouth first drawing a long, slow line from the base of Rarity’s horn to the tip. The end glows blue, the alluring bit of Honesty almost dripping out. Applejack greedily lunges forwards, sucking on Rarity’s horn like it is some kind of phallus. Her legs buckle underneath her as waves of pleasure course through her body, the pure sense of everything being right with the world nearly too much for her to take. The mare must be thinking of finding an awfully large treasure trove, or something!

“Oh, Celestia,” bursts of out of Rarity as Doug draws his tongue along the lips of her marehood. He goes for another long line, not yet plunging into her quivering depths.

“She’s not coming to your rescue, not tonight,” Twilight quips, her own hoof dangerously close to stroking herself.

Doug keeps his ministrations on Rarity light, focusing instead on his hands wrestling the orgasming orange mare. Her spasming muscles are going wild, doing their best to wrest his seed from him. Not like he would ever deny her, but sometimes he does like to draw it out a bit.

She’s really clamping down, making it hard to keep going, but he pushes through her tight tunnel over and over again. He can feel his desire building, and the mare above him can feel it too as he swells inside her. Her hooves clench against Rarity, her mouth sucking for all its worth, and her deafening whinny can’t possibly be mistaken for anything other than a mare being bred.

She almost doesn’t realize that he’s stopped pounding against her, lost in the dual ecstasy. It’s only when he tries pushing her to her side that she releases her vacuum against Rarity’s horn, apologetically grinning at the drained mare. She looks exhausted, just like they did after an extended session, and she actually can’t remember how long they had been going at it.

“Oh, dear,” Rarity says as Applejack slumps off and rolls to her back to help gravity keep everything inside. “I feel like I could use a break, not just Doug.”

“Hey, you know what I say,” Doug says with a smile. He gets up, stretching a little, grinning as Twilight walks over.

“Yes, it gives you vitality, and energy. Fine.” Rarity looks down at Applejack’s limp form, lightly kicking her in the side. “Hey.”

“M’not’movin’,” Applejack slurs, entirely too reminiscent of Rainbow Dash before, during, or after a nap. Her forelegs kick at the air above her.

“Fine,” Rarity says, straddling her lead mare. “Hold still.” Her voice is just commanding enough to get Applejack to stop moving. “Higher.” Applejack stretches her hooves up, just enough to reach Rarity’s mouth. “Perfect.”

“Okay, Twi, that’s enough,” Doug says, the alicorn almost pulling her mouth off his hardening cock. “It’ll get there.”

“Aww,” she moans, bobbing the tip up and down with her tongue. “Buh ihs sow cloff!”

Doug lightly taps her on the head, smiling apologetically as he gets to his knees. Pony standard might not be his favorite position, but the rest of the mares favor it frequently enough that he’s learned to like it. Plus, it gives him the great opportunity to fondle his mares, and as soon as he lines himself up with Rarity’s slit he wraps both hands around her, groping both of her teats as he plunges into her.

She’s definitely not as big Applejack, and not just because of when they foaled. Applejack has a ‘live and let live’ relationship with most of her body, preferring utilitarian styles and less grooming than the average mare (and far less than the average stallion, but Doug is an outlier there, too). Rarity, on the other hoof, puts most stallions to shame with the amount of grooming and personal care she does. So, she ends up with finely cultivated tufts of hair that strategically disguise her foal feeders.

Despite her moans Doug doesn’t let up, hands squeezing with every push into her awaiting depths. As he pulls out he nearly lets go, fingers swishing circles around her nipples, before grasping again as hard as he can. Her cries almost mask the clop of hooves outside the room, Doug never relenting as he gets closer and closer to that sweet release.

Rarity hasn’t been idle, taking Applejack’s hooves into her mouth. It takes a small amount of cajoling to get the sleepy mare to comply (so much for Doug’s vitality theory) but she eventually finds that bit of Generosity seeping out of her hooves. She alternates between the two like a foal with an ice cream cone on a hot day, doing her level best not to let a single drop spill. It doesn’t take long before the euphoric feeling is overpowering the demand of her heat, joyous cries replacing her needful ones.

It doesn’t take long before Doug gives in to Rarity’s pulsing marehood, her hooves smashing small divorts into the floor. Two thrusts later and he pushes himself in as deep as he can go, his guttural roar stifled as best he can.

Rarity’s front legs give out, toppling down on Applejack. She can’t bring herself to move, willing the twitching muscles of her marehood to close and trap all of his seed inside her. Twilight, eyes shining white as she watches the two mares, turns to Doug and licks any remnants of the mares off, though she frowns as the door comes into her field of view.

Her raspberry aura opens the door, eyes narrowing to a glare. Standing outside, ears formerly pressed against the door, sits Cadance, Pinkie Pie, and Prince Blueblood, while Rainbow Dash and Fluttershy hover just above. Numerous recriminations dance on her tongue, but she can hardly blame them. Except for Cadance, but she can forgive that. Her eyes trace over each of them, ending on Prince Blueblood.

“Okay, who’s flying this thing?”

“Um,” the unicorn says, nervously glancing behind him. “Spike?”