It was cold, and Rarity had taken all the covers for herself. Rainbow Dash couldn’t believe it – but, in the entirety of Carousel Boutique, Rarity had only a single blanket. Rainbow Dash had come in earlier during the day to get her flightsuit repaired, and the sun had already set by the time Rarity was finished.

While most ponies getting clothes repaired would simply go home and pick them up the next day, Rainbow Dash didn’t trust Rarity to just repair her flightsuit – leave a designer alone for too long, and she’d try her hooves at beautifying anything. Fearing that her flightsuit might end up too frilly, the rainbow-colored pony elected to stay and keep an eye on Rarity. Come nightfall, the friends figured that Rainbow Dash may as well spend the night with Rarity, so as to avoid the pain of flying at night.

Rainbow Dash was having a bit of difficult falling asleep – she wasn’t used to beds, just clouds. It looked like Rarity had already fallen asleep, and she was now pressing herself up against Rainbow Dash. This was going to be a sleepless night, for sure. Ten minutes later, Rainbow Dash had nearly managed to fall asleep before she felt something pressing into her back. Only after opening her eyes and turning around to push Rarity a distance away did she notice what it was – a massive horse dick nearly a foot and a half long.

It couldn’t be real, could it? Tentatively, Rainbow Dash poked it. Chances were Rarity was just trying to get back at her for the prank she’d played a few days back. But, as Rainbow Dash’s forehoof grazed the gargantuan cock, she could have sworn she saw Rarity squirm. No, thought the blue pony. It must have been my imagination. She touched the pole once more, just to be certain.

This time, Rarity’s eyes shot open. “Rainbow Dash!”, she yelled. “Now, just what do you think you’re doing?!”

“I… uh… it’s real? I wasn’t sure.”

Flustered, Rarity responded. “Why, darling! Just because I’m a lady, doesn’t mean that I don’t have a penis!”

Rainbow Dash ran a hoof down the cock. It definitely was attached to Rarity. The toothpaste-white pony blushed.

“Yes, Rainbow”, she said. “It’s real. Now, if you would be so kind as to stop that?”

A mischievous grin dawned upon Rainbow Dash’s face before her head lunged at the cock, taking a full half of it into her mouth. Rarity’s jaw dropped in shock before her expression changed instead into a smile. “That”, she said to the pony sucking on her marecock, “is just fine as well. Just fine, darling.”

Rarity felt great. She moved her friend’s forehooves onto the bottom half of her meatrod, before laying back in bliss. She hadn’t expected that Rainbow Dash would be able to work such wonders with her tongue, and the sensations were growing a bit too much. Rainbow Dash herself was leaking maple syrup from her candyhole, and removed one of her forehooves from Rarity’s monster dong so she could rub herself.

Rainbow Dash slowly lifted her head off Rarity’s ramrod while delicately going over the bottom of the shaft with her tongue. Rarity squeed in bliss.

“Rarity”, said Rainbow Dash, spreading the curtains to her tunnel of love as she lay on her back. “Put it in me.”

Guiding her cuntcrusher into position, Rarity exhaled happily. “If you buck as well as you fellate, dear, I can forget about trying to nab a prince’s plothole.”

Rainbow Dash grunted as the fashionista pony’s wrecking ball plowed into her sugary insides. Rarity only had time to thrust in and out once before a noise made her jump back in shock.

“Hi, Rarity!”, said a voice behind her. “I’m glad to see you’re still awake; I just got word from Princess Celestia that I’m needed in Canterlot tomorrow, and I was hoping you could fix this hole in my dress? It looks like some worms got to it – don’t worry, I’ll pay you double, and –”

The newly arrived purple pony suddenly stopped talking. “Oh my”, she said before starting to back out of the room. “I guess I shouldn’t teleport directly into your room next time.”

Rainbow Dash hid under the blanket while Rarity turned around and looked at Twilight sheepishly.

“Uh, yeah.” was all Rarity could think of to say. After a few seconds of silence, she continued: “You could just leave your dress on that counter; I’ll get to it soon. It’s just that right now… I’m a little busy.”

“Okay, Rarity”, acknowledged Twilight cheerily as ever as she levitated her dress over to the counter that Rarity had pointed out. “I’ll pick it up in the morning, okay?”

“Yes, Twilight! Goodbye!”, screeched Rarity.

Twilight’s horn lit up as she began to cast a teleport spell. Finally peeking out from under the covers, Rainbow Dash yelled. “Twilight! You can’t just barge into something like this and leave like nothing happened! Get over here!”

The magic in Twilight’s horn faded. “Are you sure, Rainbow Dash? Rarity?”

Rainbow Dash nodded. Rarity looked at Rainbow Dash, and then at Twilight before speaking. “Well”, she said, “I suppose more friends more fun. Come on, Twilight.”

“I thought you’d never ask”, responded Twilight before climbing into Rarity’s bed. Rarity smiled at her before inserting her cement roller back into Rainbow Dash. Rainbow Dash smiled, but Twilight telekinetically pulled Rainbow Dash’s mouth open.

“How big a horsecock do you want?”, asked Twilight as a magical dick 12 inches long sprouted from her nether regions. “Tell me if that’s too big for you.”

Rainbow Dash tried to speak, but Twilight’s telekinesis was still forcing her mouth open. “Not big enough?”, asked Twilight. “No worries.”

Twilight’s horn glowed yet again as her cock extended to be nearly two feet in length. Straddling Rainbow Dash’s face, she forced her entire purple sparkle penis down the blue pony’s throat. Rainbow Dash gagged audibly as Rarity continued to pound away, letting a squeal escape her with every stroke.

While she continued to ravage the struggling Rainbow Dash’s mouth, Twilight Sparkle felt something press up against the Bag of Holding that was her sparkly purple pony vagina. If Rarity was in front of her, then who would be behind her, unless it was…

Twilight saw Trixie looking at her with the most douchetastic grin imaginable. “Twilight”, she said calmly. “The Great and Powerful Trixie figured she’d scry a bit to see what you were up to – and you went to something like this without telling Trixie? How shameful.”

Trixie’s five-dollar footlong found its way into Twilight’s moist Indus Valley, and began to pound away, making Twilight’s thrusts into Rainbow’s mouth spastic. The gagged pony had a look of panic of her eyes.

“Trixie recognizes these lesser ponies. The brutish blue one, and the prissy white one.”

Ignoring Trixie, Twilight continued to pound away into Rainbow Dash while Rarity gave Trixie a look of “What the hell are you doing in my house” – Trixie simply continued to grin and make laser sounds with her mouth as her marine frigate docked with Twilight Sparkle’s mothership, readying itself for troop deployment. Trixie lit up her horn, causing a large rubber horsecock to appear near her – nearly six inches in diameter.

“For you, blue pony”, said Trixie matter-of-factly as she floated the artificial appendage over to Rainbow Dash’s anus. “A plot device.”

Rainbow Dash winced in pain as the massive dildo the size of the sun penetrated her Venetian Canal. Rarity yelped as Rainbow’s sudden movement brought her to orgasm, her organ gun firing rapid bursts of authentic Mexican-style sour cream into Rainbow Dash. Yawning, the marshmallow pony lay down on the floor. “Would you ponies take it from here?”, she asked. “I still need to get some sleep.”

Rainbow Dash choked as bursts of Twilight’s unborn fillies made their way down her throat. Finally, Twilight pulled out. Rainbow Dash coughed up some of Twilight’s seed before speaking – “Ow, buck”, she said before coughing again. “I was about to pass out.”

Ignoring the two ponies that had left their mini-orgy, Trixie continued to pound into Twilight with all her might. Lighting up her horn, she expanded the size of her mammoth erection until Twilight’s wind tunnel of a vagina was stretched to its limits. Only then did the obviously best pony allow herself to ejaculate, the plague of locusts that was her semen of fury moving through Twilight’s horse vagina.