The Quest for the Perfect Cupcake

by Emerald Skysoar

First published

When Pinkie Pie learns about a mythical "Perfect Cupcake", she sets out on a journey searching for the recipe to find one. Little does she know that the ingredients might not be as simple as she thought.

After learning about a rumored "Perfect Cupcake", which is the best tasting cupcake in the world, Pinkie Pie sets her sights on creating one. After three days of searching, she finds no leads and begins to lose hope. Just then, she receives help from a mysterious mare that appears in Sugar Cube Corner's basement. This is the story on the creation of the cupcake, which to Pinkie's surprise, is a lot hotter then she hoped for.

Prologue: A Chance Encounter

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"No, no, NO!!" cried Pinkie Pie as she looked through the cookbooks one more time. "It has to be here!!" Though her search, as usual, ended with no new information. This was the third day with no luck and she was beginning to lose hope. She became frantic as she started throwing the book she looked through behind her. "I'll NEVER make the perfect cupcake now!!!!" she wailed as her as her bright and curly pink mane began to turn flat and grey.

Just as she started to cry, she heard a low whisper echoing throughout the spacious basement. "I can help you, if that is what you wish, but remember this-" the disembodied voice was interrupted by the perked up pink mare "You CAN!!!!! Why didn't you say so sooner, silly filly! Just come out from where you've been hiding so you can tell me."

Right after she said that, a dark red mist slowly invaded the contours of the room. Like a steam of blood, the haze washed over the basement. Pinkie Pie failed to notice, bouncing up and down and giggling with the occasional snort, because she was to excited about her new lead. Soon, the haze had engulfed all the areas around the mare, sealing any hope of escape with it. Pinkie Pie, finally realizing her situation, said "HEY! Are you gonna help me, or do you just want to play hide and seek all day?"

As if to respond to her question, the fog around her started to condense in one spot. Slowly, a figure of a pony began to emerge from the thick mist. Pinkie, even more excited than before from he hopes of meeting a new pony, resumed jumping and down in anticipation. Finally she was able to make out what the mare looked like. She had blood red fur and a jet black mane that seemed to waver ever so slightly. Her eyes gave an ominous look, with red irises and pure black pupils. She wore a sinister smile on her face, but to Pinkie, it seemed as friendly as anyponys'. Last, and much to her surprise, she was an alicorn.

"Are you a princess!?" Pinkie asked shocked but also excitedly. "In a way, yes, but more importantly, do you still wish to know how to make the perfect cupcake?" responded the mysterious mare with a cool, sleek voice. "Absapositivalutly!" said Pinkie Pie in a determined but sweet tone. The mare's smile deepened as she heard this. "Then you must know, with this knowledge comes a price. I believe you will find it quite reasonable. My only fare is that once it is assembled, I my have a single piece. So, do you agree?" Without even a moment a hesitation, Pinkie Pie said "Sure! I love sharing with other ponies, especially if it is with a princess! So, can you please tell me how to make it now?"

"As you wish." said the mare before she started to laugh maniacally. Thinking it harmless, Pinkie laughed along side her too. When the laughter subsided, the mare soon began the instructions to make the perfect cupcake. "First, thing to understand is that the basic ingredients are the same as a normal cupcake. So intially you will need flour, water, sugar, salt, milk, eggs, and baking powder." "Check, check, check, check, check, and checkeroo! Now can we make it?" All the items magically appeared next to her along with a wooden table that they were placed on. "How did you get that so fast?" the mare asked a bit confused. "Well duh!!! This is a bakery after all! It's only a half a minute walk to the kitchen and back." "That still doesn't explain... well never mind. After you assemble all that, you need to then collect some rare, special ingredients to make it perfect. Well, it really is only one, special mare essence!" She paused for a moment, to analyze Pinkie's face, which was rather blank except for her usual smile, and then continued.

"For the frosting, you will need two essences. One from a mare born with a rare, genetically mutated, rainbow colored mane, which will provide an exotic color and a very sweet taste. The second must come from a mare considered a concubine or a slut. This gives the frosting a warm creamy texture from the constantly churned essence. As for the actual cupcake," she continued "it requires three essences to make it complete. The first must come from an industrious mare that is constantly sweating in the hot Sun, because it gives it a salty counter balance. Next must come from a very shy virgin mare, to give it a nice natural sweetness. The last essence must come from at least a semi powerful unicorn to give it other necessary qualities. Once, you have these, the construction can begin. "

Ever since she heard "mare essence", all Pinkie could do was smile, and as the mystery mare went down the list of the essences, it just got bigger and bigger. When the mare was finished, she looked up to see a creepy smiling Pinkie. "One last thing," she added. "the only way to retrieve the essence is collecting the fluid of the mare's third orgasm into these special vials using some unique toys." She then gave Pinkie five vials that clearly labled which mare goes in which container. "With that, you are on your own." Hearing this turned her smile into a dark, seductive one. "Don't worry about me. I think I can manage." Pinkie said, "Just one last thing, how can I reach you when I gathered all the necessary materials?" "You can summon me whenever you need with this." she said handing the bright pink mare a large copper bit inscribed with a big E. "Just rub that and you will see me in second, and by the way, you can call me E. You can have my full name once you finish your little project. Now, I must leave." With that, the mist dissipated, leaving only the pink pony with a smile on her face waving goodbye. As for Pinkie, she knew she had some work to do.

Chapter One: Tasting the Rainbow

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After a tiring day of controlling the weather and winning a few races, Rainbow Dash crashed on her bed as soon as her hooves hit the cloud she called a home. This was the most exhausted she had been in long time. Feeling the soft and comfy cloud surround her aching body, she quickly dozed off into her dreams. Though, this respite was not that lengthy as she had wanted due to a large buzzing sound bombarding her ears from outside her window. It was the constant pesterance of this sound that yanked her back into a lethargic reality. Just seconds later, Dash realized what it was that woke her up, or rather who.

Just then Pinkie Pie stuck her head into the window and practically screamed "HELLOOOO? ANYONE HOME?" She was swiftly answered with a tired sounding

"Yes, Pinkie I'm here. Quit the yelling already. Now what is it (yawn) that you want?"

"Oh goodie!! I was looking everywhere for you Dashie! I need you help with a" she paused "certain special, secret project. Only the great and awesome Rainbow Dash can help me with something this amazing!" On hearing this flattery, Dash felt a little less inclined to tell Pinkie to leave her alone so she could sleep.

"So, what's this super special project you need me to help you with?" she said.

Pinkie just simply smiled and said "Oh you'll see, but we need to leave RIGHT NOW!!!! I left Gummy alone with the equipment and I don't think he listened to me when I told him 'DO NOT TOUCH MY STUFF!'"

Knowing she could never win an argument with the pink mare, Rainbow Dash quickly stretched and started preparing for takeoff. Finally, after Pinkie Pie was rambling on about more stuff about her alligator, Dash reluctantly said "Fine. Let's get this over with." And then the two towards Ponyville.

Their pace was rather slow, mostly due to Pinkie's flying contraption, despite the urgency the that she portrayed earlier. While they were flying, Dash started to make some small talk.

"So, where have you been the last few days Pinkie? You're usually always out and about that it's been weird not seeing you for so long. Did it have to do with this project of yours?"

"I've been researching, so yes. I hope it will all be worth it if this pays off."

The truth of the matter is that she had been following a few extra instructions from E, setting up everything just right so she could extract the as much essence as she could from each mare.

They landed right outside of Ponyville, where Pinkie parked her flying machine in a little garage she had and they continued on hoof. As soon as they entered the small bustling town they were greeted by a large number of friendly smiles. Even though it was almost sundown, there were still many ponies on the about, due to the preparation of for Summer Wrap Up. After about a good four minutes or so, they arrived at Sugar Cube Corner. Pinkie causally opened the door for Dash as the two mare walked in.

"Why is it so quiet in here? And where are the Cakes?" she asked, noticing a distinct quietness as they walked in.

"Oh don't worry about that" Pinkie responded, "they're just on vacation for the next week and in the mean time, we're having the place renovated." She then led the way down a small corridor ending with a single, worn out, old, door.

She stopped in front of it. "Just give me a second to check on Gummy, and then I'll come to get you. " And with that, she slipped inside.

After a moment of thinking about how awesome the Wonderbolt were, Dash's train of thought was burst when she heard Pinkie say in a strange tone "Ok Dashie. You can come in now." Before Rainbow Dash opened the door, she paused for a moment to analyze Pinkie voice from that last comment. Something about it was not quite right.

"What could she be up to?" she thought some more until Pinkie cried again saying "Are you coming or not? I promise you this will be REALLY fun!" "Ehh" thought Rainbow Dash, "it's just Pinkie. What could go wrong?" Then she slowly turn the knob and entered the basement.

As soon as she closed the door behind her she saw Pinkie Pie sitting on a stool in the middle of the room. The room was faintly illuminated with the soft, warm glow of candles. There was a strange scent in the air that Dash could not identify, though she thought she had smelled it before. Other than Pinkie, she could she nothing around the room.

"What is it you need my help with anyway?" she asked.

"Oh just one of the best, most noble causes anyone could ever think of! I just want your help with baking."

"Well that was a bit of a let down. You know I suck at stuff like that. Why don't you get Rarity of something to do it?" she said begining to leave.

"Wait! At least try some special batter before you go. It's the least I could do for bringing you over here like this."

Dash sighed and responded, "Oh alright. I guess one taste couldn't hurt." Then she took a small spoon of batter from Pinkie Pie and tasted it. "Hmmm. Not your best work it tastes kinda.." A dull thud sounded the basement as the sleeping elixir did it's magic. The pink mare could help but smile, as she new she was about to have some fun.


When Rainbow Dash awoke, she noticed two things. First that she was strapped to a table, confining all her hooves, tail, and wings with reinforced steel clamps. The next thing she noticed was that she was incredibly horny. After realizing this she blushed slightly. It has been awhile since she last pleasured herself. What, with being so busy in preparation for the Wrap Up she had no time to even think about it. Now, for some strange reason, that was all she could think about. She tried flexing her extremities, but she couldn't reach where she wanted to be touched so badly. Then from the corner of the dark room, she heard a pleasant and happy giggle.

"Pinkie Pie!" Dash said. "Where are you? Can you get me out of this thing?"

Then, from out of the shadows, she saw the pink mare step forward. She wore the biggest smile Dash had ever seen. "I'm glad you're awake Dashie." said Pinkie Pie. "I've been waiting so patiently for you to awaken. Now we can finally have some fun!"

"Wait, what do you mean by fun?" Rainbow Dashed asked, but it was to late. The extraction ceremony was about to begin.

Pinkie quickly made her way over to the table Dash was strapped to. Before she could ask anymore questions, a gag was placed on her.

"Mmmmmm mhmhmm hmmmm." Dash cried in protest, but the deed was already done.

"I'll tell you the truth Dashie, this way you'll have more fun, trust me. I brought you here not so you could help me cook, but so you could help me harvest ingredients. It'll make you super duper happy. All I need from you is your essence. Then you can leave."

"Essence" Dash thought, "What could she mean by that? Oh Celestia, think she's finally lost it! I need to get out of here!"

She struggled, but only to end with the same result. "Ohh, I see you're feisty. Okie Dokie then, let's start!"

What Dash felt next was a slice of heaven. All she saw was Pinkie lowering her head towards her marehood, and then an explosion of pleasure. It took her a second to realize that what she felt was Pinkie's touch massaging her crotch with her tongue. Rainbow Dash began to moan softly through her gag.

"Man, all these years of eating cupcakes must have made her licking skills this good." thought Dash.

Pinkie was also enjoying this little moment. She never tasted another mare before, so she was surprised to find that Dash's marehood was much sweeter than her own. After a few more moments and some more fancy tongue work from Pinkie, Rainbow Dash's bliss began to escalate.

Pinkie Pie's only warning was when Dash said "MMMMMMM MHHHHHHMMM" before her mouth exploded with the sweet and tangy flavor of Dash's climax.

While Rainbow Dash recovered, Pinkie removed herself and examined her specimen. Dash had been convulsing ever since her climax. She could tell that her tongue was hanging outside of her mouth and she was drooling for more, even through the gag.

"See Dashie, I told you you'd have fun, but this is only the beginning. You've still got two more to go. Isn't that great?" Pinkie said practically bouncing up and down in mirth. "And don't worry, they will be even better!" By this time, Rainbow Dash finally recovered after her nearly one minute ejaculation and audible gulped. The potion Pinkie Pie had given her was making its run through her veins and her mind was filled with a fog of lust. She was practically craving the mare's touch when she returned with a large, pink dildo.

The impalement of her vaginal canal came as an enjoyable disturbance to the 30 seconds she had of rest. Before Rainbow Dash wash even fully comprehending what was going on, Pinkie was ramming to large dildo in and out of the rainbow mare's pussy.

"Interesting" she thought, "it must've been awhile since Dashie had received any pleasure. I'll make the last one as special as I can."

In that time, Dash was barely able to control her moans. Louder and louder she tried to scream through her gag with no avail, while the dildo was thrust deeper and deeper into the depths to her womb. The sex drive she felt was slowly overtaking her whole body. After a few minutes of this, her body could not take it anymore. Her pure animalistic moan signified the Rainbow Dash had once again climaxed, this time with a force that seemed to rival Niagara Falls.

After noticing how wet she her hoof was, she noticed that Dash once again came, when a squirt of her tasty fluid hit Pinkie right on the nose. She quickly licked up ever drop, ever the juice flowing out onto the table, not wasting a single drop.

"So she's a squirter. I'll have to cap the essence at its source."

"One more to go Dashie, and wait until you she the last trick I have up my sleeve." With that, she left to retrieve the vial and her last toy.

A moment later, which felt like a millennia when you are driven mad with desire, Pinkie Pie returned with the small container and her most interesting toy yet, a blood red double-sided dildo. While she had stepped out, she had been astonished at how wet she was getting. She was practically dripping her love juice all over the floor. She wanted to get in on the merriment as well. When she saw that Dash was looking, she hastily thrust one edge into herself, causing an immense sensation of bliss to flood through her body. Rainbow Dash, had mutual feelings because as soon as she saw the toy, she needed one side of it to be inside her. Pinkie then spoke up,

"I can't wait any longer Dashie, but I want you to enjoy yourself too. If I promise to remove your gag, will you promise not to resist?" Dash quickly shook her head to confirm, so then Pinkie loomed over her to remove her gag.

The first lust filled words out of her mouth were "I NEED some cock inside me, Pinkie. Please, give me some more pleasure!"

All Pinkie could do was smile and say, "Of course Dashie! It makes me so happy to see you so happy. It would be a honor to give you what you're requesting." And with that, she aligned the vacant side of the dildo with Rainbow's hole and thrust foreword.

It was like opening up the gates of heaven, for both parties. When it got past the first fold, there was no going back.

"OH SWEET CELESTIA YES!!!!!" Dash yelled filling the whole spacious basement with her cries. Yes soon began moving her hips in harmonious rhythm to Pinkie Pie's painfully slow, controlled thrusts. A little bit later she began to swiftly pick up speed. Both mares were screaming blissfully as they rocked back and forth with each other in perfect sync. It was like nothing either of them had ever felt before. When her climax was approaching, Pinkie stopped. She removed the dildo from inside Rainbow Dash and aligned it in more southern position. Dash was about to question the sudden stop when she was interrupted by the flooding of a new alien feeling.

Lubed up from their previous endeavor, the red spear was barely able to pierce its newfound adversary. The awestruck pony barely had a chance to adapt before Pinkie Pie started to invade even farther, trying to reach the furthest point in her bowls. The rosebud slowly expanded as the dildo slid deeper.

By the time the it was all the way inside her, Rainbow Dash had finally recovered and managed to say "This is new, but PLEASE give me more!" She didn't have to tell Pinkie twice. Once again, she moved in and out very slowly, loosening the muscles in Dash's anus. After some time, the passage slowly became more accepting and Pinkie Pie was able to pick up the pace. Soon they were going as fast as they first were, maybe even faster. Moans once again were abound throughout the basement.

"I'M ALMOST THERE." Rainbow warned. It was just enough time to uncork the vial and shove it into Dash's cunt before they both had a huge ejaculation and collapsed.


When Pinkie came to, she saw a very strange sight. Inside the vial there was a very loose fluid with a faint rainbow glow. "That must be the essence I need!" she thought to tired to speak. "One down and four more to go! I can almost taste that perfect cupcake now." That was the last thing she thought of before she drifted off to sleep on top of a silently snoring Rainbow Dash.

Chapter Two: A Tarnished Gem

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When E came to check on her stupid pink agent, she was pleasantly surprised to find the mare had already begun to gather the materials. The smell alone made her gag, as it was filled with copious amounts of pheromones. The air around her was occupied the growing sound of lewd moans and sex. She immediately turned her head to see her mindless fool embraced in intercourse with another mare, though it was too dark to show any other details. Seconds after that, the most blissful moan she had ever heard rang throughout the room as both mares came. She waited until she knew both were asleep to proceed any farther.

A few slow steps later, E found herself steeping into the low dim lighting of the candles. She was shocked to see Pinkie holding a vial of essence, and, that the other mare had a wild rainbow mane, even though, for her previous endeavor, it had accumulated various white spots made from the combined juices of the two. "Interesting. I don't know how she did it, but it seems I was right to choose this one. Now I am finally one step closer!" she thought. Without any further delay, she said aloud "Awaken, Pinkamena. You have done well."

Pinkie awoke with a far-off look in her eyes. It seemed like it had been forever since she was last pleasured. When she looked up, see saw a coolly smiling E looming over her. After a second she was back and ready on her feet.

"Hi E! What brings you here? I thought you said you would wait for me to call you." And before E could respond, she added "And I told you before, you can call me Pinkie!"

"I was just stopping in to check on your progress, and seeing how it's going," she said nodding to a sleeping Rainbow Dash "I can see you're already quite busy." Her smiled deepened. "Now, what do you plan on doing with this one? I you wish I can dispose of her for you."

Pinkie giggled. "Why would I ever want you to get rid of my friend?"

"So this is a friend. Things just keep on getting more interesting."

"What do you intend to do with her then? You cannot leave her knowing our plans."

"I don't know." Pinkie Pie said cheerily. "I never really thought about it. I can't come up with all the answers."

At that, E grunted a retorted "Never mind, I'll just wipe her mind of the events of this night, but please be prepared next time." At that she touched her horn on RD's head and there was a flash a blinding light. When the light cleared, E removed her horn. "And one final thing." said to a smiling but blank mare, "I have more gifts for you to have fun with. Make sure we can get this done as soon as possible." After handing Pinkie a bag of more magical sex toys, left the devilishly smiling mare to look through her new tools and teleported away.

When Rainbow Dash awoke, she was when she found herself in a strange bare room. When she tried to get up and investigate, she was met with the challenge of very stiff muscles, so she decided to stretch while she looked around the room. There wasn't really much in it, just a nightstand with a lamp on it, and a plain bed. After thoroughly stretching, she then went to open the door only to find it was locked. "Weird" thought Dash. She began to call out to Pinkie Pie, but heard no reply. "Pinkie if this is some kind of joke, it's not funny.", and in a more shaken voice the mare said "I'm n-n-n-not scared of a-a-anything so you should j-just give up n-n-n-now!" Only an eerie silence was her response. "Hey! Hey! HELLO!!!! ANYONE OUT THERE!" the last part she screamed as loud as she could. Fear was beginning to set in, warping the mare's mind. She started to see the barren walls start to close in on her. When she saw this, the rainbow mare furiously began to force the door open, but she had no luck. Closer and closer the walls came around her. Soon they were nearly a foot away from her, and still the door would not budge. Right when the walls would have crushed her to pieces, she was shaken to her very core as the illusion she created crumbled.

"Hey Dashie, are you alright?" The sound a concerned pony woke Rainbow from her terrible nightmare. Rainbow Dash quickly sat up, her heart racing a thousand beats a second.

"What? Where am I?" was all Dash could muster.

"Why, you're at Sugar Cube Corner you silly little filly! You came over here yesterday to help me on my special project and then you fell asleep here so I decided to move you up into my bed so you could sleep better. I came to wake you up when you were screaming and kicking up the sheets. I really hope you're ok."

"Yeah, I'm alright. Thanks for waking me up Pinkie, but you have to know, I wasn't scared or anything."

"The great Rainbow Dash, scared! I could never think such a thing. Anyway, I have to thank you Dashie! You were a big help yesterday."

"Well, I'm glad I could help you, but what exactly did we do yesterday anyway? I can't seem to remember anything." Pinkie seemed very amused by this.

"Oh, it was nothing special. You just helped me gather an ingredient I needed in a barren place."

"Was it cool?"

" Well, without you, I certainly would have not made it" That made Rainbow Dash feel a little better.

"I'm glad I could help, with whatever I did. By the way, what time is it Pinkie, I want breakfast."

"It's 11:00, silly, I ate all the breakfast cupcakes already, but if you want to stay for lunch, I know something very sweet I think you'll like." Pinkie smile coquettishly, but RD was too flustered to notice.

"IT'S 11!!! I'M LATE!!!!!!!" she cried as she bolted out the front door and swiftly took off towards somewhere in the sky.

Rarity was busy on some new designs for the Wrap Up when Pinkie Pie jollily bounced in.

"Hello Rarity!!" Pinkie said in her normal cheerful way. Rarity had failed to noticed her prior even with the long bell ringing upon her entrance, signifying a customer.

"Hmmmm... Oh yes. Hello dear. What brings you here?" She had not even looked up from her designs. To Pinkie Pie, she looked awful. Her usually pristine mane was all matted and crinkled. She looked like she had not slept or eaten in a few days, and Pinkie could even notice a faint, but foul stench lofting in the air around her.

"Rarity, I need to ask you a favor. I need your help with a special preparation I need for the Summer Wrap Up. Can you come to help me?"

At that, Rarity stopped and looked up from what she was doing. "Well darling, I simply cannot leave when I this much work to do to prepare myself. I hope you understand." She turned towards Pinkie Pie, only to be caught in one of her famous Filly faces, with her eyes grown to large proportions on the brink of tears, and a frowning and quivering mouth.

"Please Rarity, for me. It won't take too long. I really need your help."

After of a moment of staring, Rarity consented. "I do suppose I need a little break, and maybe I could eat at the bakery. I still can't believe I have this much work left, and there is five days left until Wrap Up. Shall we then?"

At that, Pinkie perked right up. She then proceeded to push Rarity out the door at a neck-breaking pace. "Thank you, thank you Rarity! I won't forget it" and in a barely audible, low tone, she continued "And who knows, you might even enjoy yourself."

The walk to Sugar Cube Corner continued with nothing really that eventful. An expected throng of friendly ponies greeting them on their way. After a minute, Pinkie Pie let Rarity walk on her own, because she insisted it and they had idle chit chat about Rarity's designs for the big celebration. They arrived standing at the front door in seven minutes flat. Soon, Rarity was hastily pushed inside by a rather overeagar Pinkie.

"So how long will the Cakes be away?" Rarity was already informed about the situation on the slow walk over. She was looking better, ever since she left her stuffy business, and on the way, she used magic to clean up her appearance and made herself presentable.

"Oh, just until the end of the week. You don't need to worry about it." Pinkie Pie could barely contain her excitement. She was very giddy and was bouncing up and down through a hallway leading to her special "laboratory". She stopped for the second time this week in front of an old worn out door, and turned to Rarity, smiling. "We're here!"

"And where exactly is here, darling?"

"It's where I need your help, silly! Just wait a moment and I'll call you once I am ready. And remember, don't peek!"

"You have my word as a lady that I will not. But what exactly will I be assisting you with? Do you need my magic or my fashion skills? And, I don't suppose this is about..." the door was quickly closed, cutting Rarity's last sentence off, leaving her to grumble something about manners.

It was a good four minutes Rarity spent out side that door, and she was not happy. She usually would not mind Pinkie's antics that much, as she had grown accustomed to them, but with all the work that she had to do, she was on edge. During the time she was waiting, she wondered what Pinkie Pie had in store for her. Could it be a secret surprise party she planned, or a special gift she was going to give her. Each passing second made her more and more anxious. Finally her tension was relieved when she heard Pinkie Pie call out to her, but couldn't perceive what she actually said. Seeing no other choice, she took a step forward and opened the door.

As it turns out, Pinkie Pie didn't call Rarity to enter, she had just said that she would be up in a minute, so she was confused when she heard the door open upstairs. She had just enough time to cover up her "tools" and table as Rarity waltzed right in.

"You called dear?" Rarity walk towards Pinkie when she finished walking down the long stairwell. She looked around the rather empty room wondering why she was called down here, and then she noticed a large cloth covering a whole bunch of mysterious objects.

"Ohhh...of course I did. Yeah. Maybe I was a bit to quick to call you. Can you wait upstairs for a teeny tiny bit longer?" Pinkie Pie was nervous that she was going to get discovered. With each step she slowly walked towards the tarp, inching ever so slightly.

"I most certainly cannot. It was dreadful waiting in that hallway. So, what do you need my help with? Does it have to do with something under that fabric?"

"Yes" Pinkie said, regaining some of her composure. "I need or help with a special item under it. Could you come here?" she had finally started to smile.

"I suppose." Rarity said as she started to walk towards the tarp. By that time Pinkie was already under it and was rummaging about for something. An "Ahh haaa!" told Rarity that she found whatever she was looking for. She rematerialized back into sight smiling as Rarity creeped closer to her. Whatever she had found, she must've been holding it in her fluffy tail.

"I think we're about to become so much closer after this and I really think you'll like it. Now if you please, can you close your eyes for a second, I want this to be a surprise."

Rarity obliged and started say "Remember Pinkie, I have to be back sooooooo...." Her words ended because her face was sprayed a with a special powder. She coughed and sneezed yelling "WHY IN EQUESTRIA DID YOU DO THAT!!!! MY MANE IS PROBABLY RUINED!! I THINK I'LL BE LEAVING NOW!" She tried to storm off put her legs were not responding. As a matter a fact, she could not open her eyes. She tried to speak in protest, but her mouth two wouldn't work. Pinkie smiled and started on her handy work.


Rarity was completely terrified. She lost the sense her sense to perceive sight and movement. She was trapped inside the prison of her mind, with no hope of escape in the near future. All she felt was Pinkie Pie dragging her over to somewhere and laying her out, flat against a surface she recognized as a wooden table. [i"Why is she doing this? Is this how I get rewarded for my generosity? From now on, I know it's everypony for themselves! Why would she paralyze me? What is she planning? Is this how it's going to end, by the hands of a so called friend? All these thoughts and more raced through Rarity's head, so fast she could barely keep track of it all. She was beginning to panic. From these distractions, she failed to notice Pinkie opening her legs, but she most definitely noticed what happened next.

In that instance she felt a flood of pleasure drown out all her other thoughts. If she could have, she would have moaned as loud as she could. From all the work she had been doing for Wrap Up, she didn't have time to get any attention to her "lady" parts. She wanted to, but her code is work hard and then play hard, but what she was having done to her now, was a slice pure bliss.

"I can tell by the amount of juices down here that you really like the treatment I'm giving you, but the real fun is just about to begin. That was just a warm up to the main event." Pinkie smiled deeply at that and took out the small dildo and licked it, even though Rarity could not see. Tastes like whipped butterscotch! She removed the tarp over her tools of pleasure to see what she wanted to test out first. "Decisions, decisions. Oooooooh, I know. How about this one." She picked up a large, spiky, purple dildo from her arsenal. Before she impaled her, she slowly and carefully gave Rarity a tongue bath. Pinkie started at her waist, bringing her tongue gently over her coat. She made sure she was very through, getting every inch of her before she reached the mare's now sweltering snatch. At that, she then began to use her mouth there.

The result was instantaneous. Rarity's already stiff body became even stiffer. Oh how Rarity wanted to scream to the heavens in sensual arousal. "Why does it feel so good, even though she's another mare?" Rarity had many stallions pleasure her down there before, but never like this. Pinkie's magic muscle ensnared her senses and made her feel nothing but immense pleasure. Somehow, her tongue touched her insides in all the right places, and her clit elevated her to a whole new world of joy. From all the attention she was getting, she quickly climaxed, flooding Pinkie Pie's mouth with her creamy and sweet juices.

Savoring the taste in her mouth, Pinkie removed her tongue from a still flowing cunt. Rarity would have been shaking and howling if she wasn't petrified right now. Maybe it's time I fix that. "One moment please." she said calmly and walked back over to the table. She took out two of the four pouches she got from E's bag and calmly walked back over to the table. One was labeled slave powder. With that, she could control any pony she wanted for a short time by spraying them with it. The latter was to reverse the paralysis powder. The other two were the paralyzing powder and the mind wipe powder. Those are self explanatory. Laying out the pouches carefully, Pinkie Pie first sprinkled the slave powder, and sprinkled it all over the mare. Wherever it touched, it dissolved in a red glow. "Now, I command you to lay still." Nothing happened, probably because she was already forced to stay still. Then she sprinkled the cure for petrification on her. Now that had an effect! Almost immediately, Rarity was screaming at the top of her lungs with lust filled moans, but she remained perfectly still. Pinkie smiled evilly at this. She was about to have the best time of her life... so far.

Rarity was surprised when she suddenly could see again, but she was more shocked at her moans! They were so unlady-like, so unusual for her to scream like that, even when she had a dick inside her. She still could not move, even without the paralysis on her. This went on for about a minute.

Suddenly, Pinkie Pie told Rarity to stop showing her expression of gratitude. "Now, I want you to pleasure me with your tongue. I command it." At that, Pinkie lowered her flank down on Rarity's accepting mouth, and grabbed the dildo to begin.

Never doing this before, Rarity was very confused when Pinkie Pie began to essentially sit on her, but for some reason, her tongue knew what to do. Just as she fully laid herself down, the mare started lapping at it with intense vigor. Her motions felt alien to her, but at the same time natural as she felt her tongue swirl across the pink mare's cunt. "What in Celestia's name is this taste? To her, it was the weirdest, and possible the most pleasant, thing she had ever tasted. It was running and loose like tap water, with a tiny bit of saltiness that counteracted the almost overwhelming sweetness that was flowing into her mouth. She could tell whatever she was doing, Pinkie quite enjoyed it.

Pinkie Pie had never imagined that the treatment she had been giving felt "SOOOOOOOO GOOD!!!" "This... is... WAAAAAY better.... than my.... hoof! She barely had enough time between moans and gasps to come up with that simple thought. When she finally regained her composure, she reached over to the magical dildo she had picked out and began returning the favor when she started to pump the spiky demon in and out of Rarity's marehood. Shocked by this, her tongue slowed down a lot for a while before returning to a moderate pace again. This little respite gave Pinkie the opportunity to resume control over her "slave" as she quickened her pace exponentially. They stayed like that, locked in a sexual battle(at least to Pinkie Pie) for a good three minutes, while both their organisms were building ever closer with each lick and thrust.

Soon the tension was painfully close to the limit, just when Pinkie knew she would lose, she activated the secret button on the base of the dildo and shoved it Rarity as far as it would go. The button is what made the plastic pleasure toy "magical". When activated, the sex instrument would spin and vibrate at the same time, while expanding till it filled the walls or the mare it was in. If this doesn't make her cum, nothing will.

Seconds after the button was pressed, Rarity came with everything she had left in her body. She even emptied her bladder out during that one. The combined motion of the dildo made her become swallowed whole by pure ecstasy, leaving her no control over her body. She screamed so loud that she was sure everyone in Equestria heard, but she didn't care. It felt way too good to be held in. The only thing that stifled it was Pinkie Pie's sweet, thick cum drenching her whole face.

Right after she had pressed the button, she knew she played the wrong card. The white mare underneath her screamed and moaned with so much force, it hurt. She hoped no one outside heard, but she felt that someone would, the only thing that stopped her wailing was a large load of Pinkie a la mode. As she climaxed her legs game out, and she came face to face with a large pool of Rarity's mare juices. It was so much, that there was practically a pond of it on the floor. After two minutes, Pinkie regained the ability to move again, but Rarity didn't. She would remained shaking until practically eight minutes later, only to fall under the spell of a sex coma, with no sign of waking up anytime soon.

Pinkie Pie sighed as the sadness of failure sweep over her. She had played her trump card too early, and now Rarity was down for the count, with no hope of orgasming again. Pinkie was about to give up hope when she heard a far away door open and then slam shut. That's when she heard Spike calling for her, and an idea began to brew in her mind. Maybe there was still some hope left after all....