> Fall Weather Friends ALTERNATE Alternate Ending
>  by FairySlayer
> --------------------------------------------------------------------------

> RUINING of the Leaves? Not on my watch!
> --------------------------------------------------------------------------

This will make better sense if you've seen the episode "Fall Weather Friends."

It was pitch dark when Rainbow Dash and Applejack half staggered out of the woods. "I'm so tired I don't think I can fly home," Dash groaned.

"Don't you worry 'bout that. You can stay with me tonight."

"That'd be great. I have to do that cloud thing for your brother tomorrow anyway."

The farm was close, and the promise of some shuteye made the trip seem quick. As they went into the barn to wash up a lamp clicked on by itself. Its dim yellow glow revealed Princess Celestia standing before them. "Your Majesty!" Applejack gasped as she and Dash bowed.

"I see you two have finished, finally," the princess snorted. "Or I would see if it weren't dark out." Then she nosed around, feigning interest in various items instead of looking at them.

Rainbow Dash's voice dripped with remorse, "We're real sorry!"

"An' we promise it'll never happen again," Applejack added.

Princess Celestia turned towards the two. Her eyes narrowed as she smiled. "That I am sure of." Dash was proud of the princess' faith in them, but those words sent a chill down Applejack's spine. "See, fillies, your bickering and the antics that followed have upset the natural order." Celestia laughed. "I mean, that order being mine, naturally."

Dash tried to diagram the sentence in her head. Applejack trembled and thought of backing away. At that instant the barn doors slammed shut, making her yelp in fear.

"I am gravely concerned that you two will end up making My Faithful Student look bad in the eyes of her future charges."

"What do credit cards...?" Dash started to say, but then she sighed in defeat.

Celestia laughed, "Oh, such wit. Twilight Sparkle will miss you both dearly after I send you two to..." Her eyes turned to fire, "PONY HELL!" She paused to savor their fear. Applejack simply stared at the princess in wide-eyed terror. Rainbow Dash's eyes welled up, and her forelegs slowly gave way until her chin was nearly resting on the floor. The pegasus tried hard to keep a brave face, but her soft involuntary whimpering betrayed her overwhelming fear.

Celestia walked over and patted Dash's multicolored forelock a few times. "Now don't feel bad. Twilight and the others will make new friends. Oh, Carrot Cake and Derpy I guess, after they stumble across your bodies." Then she smiled down at the two and sighed, "Unless..." The princess let the words hang in the air as she stared at the two.

After a long, nervous pause Applejack grimaced. "Candy vag?"

Rainbow Dash sprang up, her glistening eyes now wide. "Candy vag!"

Celestia nodded. "Candy vag."

"Ugh," Dash groaned and rolled her eyes, but she couldn't hide her smile as she approached the princess. "Oh well, if we have to..."

Celestia raised a hoof for her to stop and let out a small giggle. Dash's reaction hadn't surprised Applejack that much, but Celestia's fickle mood terrified her. She started to feel numb and detached, and for a moment she hoped that this was just a bad walking dream brought on by exhaustion.

"Now now, Rainbow Dash, don't rush this. After all, you made me wait. So now I'm going to take my time and enjoy myself," the alicorn instructed. Then she motioned her head towards Applejack. "Your friend here looks a little upset, so maybe you should help her relax a bit first."

"Uhm, okay," Dash answered before turning to AJ, but then she looked back over her shoulder at the princess. "So should I...?"

"You two were arguing so very much today," Celestia cut in, "So first thing you two need to do is kiss and make up."

The words only registered with Applejack as Rainbow Dash moved her face in and closed her eyes. "Oh," the farm girl noted before giving Dash a quick peck on the lips. Then she looked back at the princess, anxiously awaiting her next command. Dash shot Applejack an annoyed look.

The princess huffed, "You call that a kiss, Applejack? Try again, and let Rainbow Dash take the lead. She seems to understand the situation much better."

That stung. Applejack understood all right, but she was still ashamed to kiss another filly, even under threat of death. C'mon, don't be such a coward, she thought, You've been in much stickier situations before, 'n there's no reason to be scared of a silly little kiss. Applejack knew that wouldn't be the end of it, but she lied to herself enough to lean forward and close her eyes.

Dash took in a deep breath then met the earth pony's lips with hers. She opened her mouth and caressed Applejack's muzzle with the inside of her lips, teasing her for a moment while raising her right foreleg to stroke the side of the orange pony's head. Applejack opened her mouth and tried to wrap it around Dash's, but the pegasus pulled away and nuzzled under AJ's blonde mane. Applejack gave her a nervous look. Dash moaned in Applejack's ear, "Don't be in such a rush." Then she took on a more serious tone, "Princess Celestia said to take our time 'n stuff, right?" Dash leaned back and looked straight into Applejack's timid eyes.

The orange pony sucked in a deep breath and gave a quick nod before engaging her mouth with Rainbow Dash's again, delicately working their lips together until they found their rhythm. Applejack was startled for a second when Celestia moved in for a better view, and then she decided it was best just to keep her eyes closed. Soon enough Dash began sliding her tongue across Applejack's lips, and she responded by tilting her head to one side and parting her mouth a bit wider. Dash gave her teeth and lips several long, warm licks before invading Applejack's mouth in earnest. For somepony who had just warned her to take it slow the rainbow-maned pony was getting awful frisky. She curled her foreleg around the back of AJ's head and pushed her face in even harder, lashing her strong slippery tongue around every part of Applejack's mouth. Dash's sudden ferocity took her by surprise, but AJ started really working her lips and pushing back against the pegasus' tongue.

That's when Dash diverted her attentions up the side of Applejack's face, away from Celestia's view, then she took AJ's ear in her mouth and sucked intently for a few seconds before pushing her snout inside. Dash breathily whispered to her stunned friend, "What's the matter, Applejack? This just one more thing I'm better at than you?"

"Why you!" Applejack snorted. She gripped Rainbow Dash's neck with both forelegs and forced her mouth on the pegasus', plunging her tongue practically down the Dash's throat. It literally caught Dash off balance and forced their combined weight onto Dash's straining foreleg. Instinctively the blue pony struggled to free her other leg from Applejack's neck but only managed to lose her footing. However their fall was slowed with the help of unicorn magic and they found themselves lying on pile of freshly spread hay.

"Oh my!" Princess Celestia cooed while watching the ponies' mouths wrestling for dominance. Without taking her eyes off of the action she slowly walked around them, taking in the delicious sight from various angles. Dash's free wing slowly unfolded and stretched open, pointing almost straight up. Celestia's own wings were starting to unfurl too.

While Applejack simply held on as if her life depended on it, Rainbow Dash wasn't at all shy about stroking AJ's neck and mane. The blue pegasus suddenly yanked hard enough to make the farmer yell "Hey!" — giving Dash a chance to force her smaller yet more agile tongue even deeper, nearly into Applejack's throat.

Applejack growled and gripped Dash's mane, but Celestia's magic suddenly stayed her fore hoof. "Fillies!" she snapped. AJ stopped cold for a few seconds, and then she had to forcibly pull her mouth away from Dash's. Once the princess had their attention again she said, "Watching you two get warmed up has certainly been entertaining, but now that you two have apologized to each other it's time for you to earn my forgiveness properly."

"Whatever that means," Rainbow Dash giggled. Her ear was suddenly gripped by an invisible force that pulled firmly upward, but not painfully so. Still, she couldn't resist letting out, "Ow ow ow ow..!" as she jumped to her feet, though her newly freed wing instantly popping open showed her true feelings. Applejack clambered to her hooves before being subjected to the same treatment. Another tug on the pegasus' ear motivated her to flap lightly until she was hovering a few feet above the ground.

With minimal effort the princess levitated over several bales of hay and laid them out, one stack high, until there were more than enough for Dash to stand on safely. To her own surprise the pegasus dropped firmly onto her hooves. More bales flew out and created another platform just a few feet from the first. A mere glance from Celestia was all it took for Applejack to obediently climb up and face Dash.

Princess Celestia stepped into the space between them. "This night air is giving my horn a chill. Since your mouths are now warmed up you can do something about that." Then she tilted her head forward so that her horn was nearly horizontal between the two little ponies' faces. Applejack tentatively began licking near the base. Rainbow Dash quickly joined in and began lapping and sucking wherever Applejack was trying to work.

The orange filly started to get annoyed. She glared at Dash and huffed, "Hey, stop gettin' in my way, will 'ya!"

"I'm just trying to help you," Dash pleaded.

"Now listen here! It's not like I wanna do this, but if I haf'ta then..."

"AHEM!" Celestia interrupted. Dash instantly resumed licking and sucking hard as she could around the base. Applejack was stunned. "I'm sorry this is so difficult for you, Applejack," she mocked, "so why don't you work on the other end." Applejack slowly turned her head and stared down the full length of Celestia's horn, to the very pointy sharp tip. AJ swallowed hard. "Go on," Celestia ordered.

Applejack counted the two full steps it took to reach the end. At first the pony gingerly licked it a few inches from the end, like it was a drippy ice cream cone. "Lengthwise. Harder. All the way to the tip," the princess said plainly. Figuring it'd be safer, the farm girl worked up some extra spit and let it sit on her tongue as she made one long stroke, about six inches all the way to the end and beyond. Applejack held her breath as her tongue grazed over that point which threatened to slice or even impale her tongue. Celestia's moan of pleasure sent a jolt of fright through Applejack's body. She started again, this time making a few strokes up several of the smooth twisting bumps before reaching the tip.

Rainbow Dash was completely lost in suckling not only the lower part of the horn but also all around the princess' forehead. The pegasus felt a warm intense tingling wherever Celestia's bright, ethereal mane flowed against her lean blue body. Combined with the indescribable taste of her coat and the hardness of her horn against her tongue it was intoxicating. Dash couldn't have stopped if she'd wanted to, but the princess' soft moans made it clear that she wouldn't have to anytime soon. Her attentions were making the princess sway just a little, especially whenever Dash gently scraped her teeth along Celestia's horn, making a muted clicking sound as they rode softly across its fluting. Applejack wondered if she'd just been very lucky not to get stabbed, but Celestia's head remained ever steady. Besides, a tongue piercin' 's better than layin' in the ground pushin' up daisies. AJ did her best to coat the end of Celestia's horn with her saliva then kept lapping, hard and slow and non-stop. With each pass Celestia's moans became louder. At one point a thread of drool hung between Celestia's horn and the earth pony's mouth, and when the orange pony loudly sucked it in Celestia suddenly ordered her to step back.

The princess raised her head and stared at Applejack. With her horn now out of reach, Rainbow Dash took to nuzzling the side of her princess' face. Then she even dared to trace the edge of Celestia ear with her snout, her short, hot breathes shooting right inside. The princess took a slow, deep breath and then let it out as a long moan.

As Dash resumed nuzzling and licking her face the princess cleared her throat. "You were doing such a very good job with the end of my horn, Applejack," she complimented. Yet AJ knew the other horseshoe was about to drop. "So now let's try something a little different. Turn to your right." The pony complied. A few sacks of oats which had been hiding behind the bales arranged themselves in a U shape around the orange pony, to her sides and rear. "Now lay back and spread your haunches like a good little filly."

Applejack didn't like where this was going, literally, but with her adrenaline now pumping hard she was able to scramble into position quickly. Celestia let out a sigh of disappointment as she stepped out of Dash's reach, and the blue pony shot her a hurt look as her wings deflated. Celestia's answer was a devious smile. "Do not worry, child, I haven't forgotten about you. Go stand over Applejack, facing me." Rainbow Dash leapt onto the other stack so fast that that AJ swung her head to the side fearing that Dash would kick her in the face.

"Now I have to warn you, Applejack," Celestia began to explain, "I've never tried this before. As you can probably guess I can't actually horn anypony safely, but that doesn't mean I can't have some fun with it. First off, whatever you do, don't move your bottom."

"Yes ma'am, your highness!" Applejack exclaimed.

"You also need to relax. I have to admit I'm a little nervous too. However, one thing I find very calming is the sounds of young ponies having fun. That's where you come in, Rainbow Dash. Hold Applejack's sides with your forelegs, but stand with your rear hooves just outside of the sacks so you can spread wide."

Dash quickly complied. Just the thought of Applejack staring up at her sex made her whole body tingle, and Dash was sure she'd already gotten wet. She wondered what utter debauchery Celestia had in mind, but it suddenly occurred to her that one false move could end in tragedy for Applejack if she wasn't careful. She shook her head a few times to snap out of her haze and then focused on the princess, hanging on her every word, her every breath.

"Now," the princess continued, "squat down so your marehood is just over your good friend's face..." Rainbow Dash was already wigging her rear. She felt a light chill where her juices had dribbled onto her thin pussy lips.

Applejack blurted out, "Whoa missy! Wait a darned minute...!"

"Ponykebabsayswhat?" Celestia chirped.

It took a nary a second for Applejack to understand. "Yes ma'am," she sighed, "your highness."

"That's right. You make Rainbow Dash happy, and in turn that makes me calm so you won't have anything to worry about." With that the princess lowered her head, laying her horn across Applejack's labia and mons, up to her belly. The still moist tip pressed ever so slightly just below the earth pony's ribcage. Though mostly scared, twinges of excitement, even arousal, pulsed through her body. She could feel her own wetness where the princess' horn pressed into her most private place, and she suddenly felt ashamed that her body would betray her like that; and even worse, that shame turned her on even more.

Rainbow Dash watched in utter amazement as Celestia slowly drew her head back, making sure the AJ's mound was treated to the full length of her horn. The orange pony felt individual surges of pleasure as each rounded spiral edge rode over the hood of her clit. Applejack endured it anxiously, dreading the tip passing over her nub and perhaps scraping her most delicate skin. But she also found herself praying that the princess wasn't going to stop with just one pass, even if it scared the bejeezubs out of her.

Finally the tip grazed just alongside Applejack's clit and Celestia stopped. "I don't hear anything," she complained. Then she literally drove the point home with a tiny jab. Applejack let out a small cry. It hadn't enough to break the skin, but the orange pony threw away all her reservations and began licking the anxious pegasus' pussy. Dash shuddered the moment AJ's tongue ran along her slit. She'd become so lost in her anticipation that she hadn't prepared herself for it. As she got used to Applejack's lapping Dash's hips began to sway and she let out a soft, breathy moan. "That's better," Celestia cooed and then twisted her neck, making sure the dangerous edge of her horn was aimed up before she brought her head forward, treating Applejack to another titillating slide until the princess' forehead was pressing into the farmer pony's well toned butt cheeks. Applejack shivered at the thought of their princess, a goddess, staring right into her butthole. That wonder evaporated the instant Celesta tilted her head down, bringing the point nearly against Applejack's neck before the princess began drawing her horn back again, now a little faster.

Rainbows Dash's moans and delighted sighs got louder as Applejack distracted herself by shoving her tongue and snout deeper into the pegasus' flushed, needy pussy. Dash's wings were stretched so hard that they ached, and her legs were spread just enough so she couldn't lower her cunny any closer Applejack's ever hungrier mouth. After just a few minutes her haunches were aching too, but Dash was happy to endure any discomfort long as her friend kept her pussy so happy. Applejack's licking and sucking was getting more... confident? maybe, the more both enjoyed and dreaded Celestia's very magical horn. Whatever it was, the pressure inside of Dash was building, her whole body tingling and throbbing. She got lightheaded. Her moans and breaths turned to squeals and panting...

And Celestia suddenly pulled nearly all the way back. "Stop," she said while gently thwacking Applejack's inner thigh with the edge of her horn. Applejack instantly obeyed, ignoring Dash's squeak of protest. The princess stepped back and raised her head. "Now," she boomed, getting both fillies' attention. "Congratulations, Applejack. It sounds like you're a quick learner. I simply cannot pass up the chance to enjoy your newfound talent before you tire yourself out. Come and stand behind me."

Reluctantly, Rainbow Dash struggled to get out of the way while Applejack pushed herself off the haystacks. However her frustration melted instantly when the princess told the pegasus, "Now take Applejack's place." In one graceful motion the pegasus leapt forward while spinning around in the air. She lowered herself and then struggled to take in her wings so she could roll onto her back. There was a magical glow as she felt herself being flipped. A moment later she was lying on her back and the sacks at her sides rolled onto her outstretched wings, trapping her in place; the heavy weight pinning her already-strained wings sent a cold tingle across her skin. All the muscles in her body cried out for an instant yet didn't move, couldn't move. It was a second or two before she could breathe again. Then when she looked up Princess Celestia was smiling down at her. The pegasus felt herself blushing hotly and she knew there was no use pretending anymore. Dash reached forward and pulled on her hocks, stretching her thighs wide.

Celestia's voice was kind, almost proud. "That's my good girl."

Meanwhile AJ was pretty sure what was expected of her, and she would have started except that Celestia's nether regions were completely covered by her glimmering ethereal tail. Up close it was even more wondrous, bright and magical. Applejack found herself hypnotized by its constant gentle waving and brilliant sparkles, but only until the princess had spoken. Then she glanced forward, but she couldn't look around the princess. Instead she was staring right at Celestia's blazing sun cutie mark. A queer thought suddenly hit her. Why not? She stuck out her tongue. LIIIICK! The goddess' coat tasted like... Being bathed in the first rays of sunlight? The embrace of a big, powerful stallion who would keep her happy and safe forever? Gentle caresses with the power of a million Scovilles?

Celestia cooed, "Finally taking the initiative, Applejack?" The filly herself heard only the delighted sound, not the words themselves. She had to know what that flavor was, so she licked again, then harder, wetter, more...

The princess took a deep breath and returned her attention to Rainbow Dash. The pegasus had her eyes scrunched up and was still straining to hold her hind legs; her pussy was practically dripping with her nectar, and her lips were already half parted. Celestia took a step forward, with AJ following to continue her tracejob. The princess gave Dash a peck on the lips, making the filly's eyes pop open. "I want you to relax." Then, instead of using magic, Celestia took one of Dash's elbows in her mouth and pulled it away. Dash instinctively let go of the other leg too and laid back. Celestia nuzzled her tenderly and then teased the blue pony's ear with her tongue. "Are you ready?"

Dash moaned, pleading, "Yes Princess, please."

Celestia pressed in for a more deliberate yet short kiss. Then she held her nose inches from Dash's and stared into her eyes. "Call me 'Mommy,' okay?" she whispered.

"Yes princess, I mean Mommy," Dash whimpered.

"Good girl." Celestia stepped back so she could lower her head between Dash's thighs without her horn being a threat. Her snout hovered above the blue pony's anxious pussy and she sniffed sharply. "Ahhh..." she exhaled with satisfaction. Then she blew gently, her hot breath compelling Dash to wriggle her bottom until Celestia's lips touched the crease between her mound and left thigh. Celestia began laying long, deep licks, working her way downward. Then she paused to kiss Dash's wet, matted taint before lapping up as much of the spume that she could. The pegasus gasped with each stroke until Celestia moved her attentions up the other side of her mound. She swished her tongue across the top of her slit. Rainbow Dash bucked her hips in vain. Celestia moved on to Dash's tiny nipples and, after a lick or two, grabbed one between her lips and began sucking. Good as it felt, Dash felt a bit let down.

Meanwhile the princess gracefully swished her tail to her side and over Applejack. The earth pony's concentration was broken as it sparked against her skin, sending prickles up her neck, and she could swear that she felt different emotions for each of the tail's colors that flowed across her body. As Celestia continued to suckle she moved her tail away and then stomped a rear hoof twice. Applejack pulled her face away from the thoroughly damp cutie mark and moved to where Celestia needed a strong earth pony's tongue the most. Celestia's legs were barely parted, but her slit was high enough so that Applejack only had to raise her head a little to reach Celestia's creamy white folds. First she simply rubbed her nose up Celestia's vulva as far as she could. Having her muzzle between the princess' warm thighs, soothed against her soft white coat, felt better than anything in the world.

At the edge of her awareness she could hear Dash's desperate moans and small cries of need, always followed by Celestia's giggling. It didn't bother her now. AJ didn't even care if she was almost staring right into the alicorn's butthole, which she figured was only fair after all. Yet she couldn't close her eyes as she began licking at the base of her heavenly pussy. Slowly but steadily, AJ started to feel more feverish, increasing the pace of her licks and nuzzles. Soon her tongue was darting between Celestia's thighs as she nearly bucked her face forward, trying to reach her divine lover's clit. Her long tongue was squeezed so tight she didn't know if she's made it, but by then she was enjoying herself too much to worry. Her own vulva throbbed and dripped as lustful pleasures welled up inside of her too, growing stronger the more lost she became in pleasuring Princess Celestia.

Finally Dash cried out in frustration, "Stop teasing me Mommy!"

"That's all you had to say, daughter," the princess chuckled, and with that she began lapping at the frustrated pegasus' mound. At first it was just a few short stiff licks straight up the length of her flushed sex. Celestia laid the tip of her tongue at the base, wriggled it around the outside of her opening, and then curled the top of her tongue up the length of Dash's slit. Celestia paused, feeling the intense heat against her tongue. Dash opened her eyes to see what was happening but stopped short of raising her head when she saw the end of Celestia's horn only a few hands above her face. She reached, at first holding it for her own safety, thought the thought of pulling the princess' face in with it crossed her mind. Not a good idea. But it felt so smooth, almost silky to her touch, that she started rubbing it up and down tenderly.

The princess flicked her tongue up the inside of Dash's slit and pressed her nose into her mons. "Oh yeah, you naughty little filly! Play with Mommy's horn!" she nearly shouted into the pony's pussy. Dash stroked it even harder as Celestia resumed licking in small circles all over and inside Dash's slit. The sheer nastiness of her dual indulgences hit home. While still lapping at and nibbling on the blue pegasus' mound she wiggled her bottom and pressed back against Applejack's busy mouth. Her tail pulled the farmer's face into her even harder. AJ forced her muzzle deeper and tried to use her lips and mouth more as her tongue grew tired. Princess Celestia spread her hind legs to give the tired orange pony more space. Applejack lurched forward but then she dropped to her rump and scooted in so she was sitting nearly between Celestia's legs. It strained her neck but she was able to push up harder and thoroughly French Celestia's whole pussy and more. As a reward she was almost completely engulfed in the goddess' tail for a few seconds. The stripes of positive emotions and flickering brilliance washed through her. AJ gripped Celestia's upper legs and in a few moments she was licking and sucking with renewed strength, twisting her head and occasionally making sure to lick and nuzzle the goddess' inner thighs. Lust raged inside her so powerfully that she had to fight not to bite the princess.

Rainbow Dash tilted her head sideways and pulled up on Mommy's horn a few times, even though her hooves merely clacked while sliding over the smooth rounded ridges. She squirmed and whinnied. "Higher Mom," she begged. Celestia thought the filly wanted more attention paid to her clitty. "Yes sweetie," she answered before starting to swirl her tongue around the top of Dash's mound, but then Dash squeezed and pulled hard on Celestia's horn. The pegasus wrapped her mouth around the shaft and began sucking while moving her mouth side to side. Celestia shuddered and closed her eyes for a moment, but then she felt Dash's overheated attentions climbing up towards the tip. After letting out a small grunt of annoyance she mustered enough concentration to cover the end of her horn with glittering blue sparks. When Dash got close they prickled her lips just enough to make her stay away.

Knowing that Dash was safe from accidental piercing made Celestia realize she could really let loose, and she silently chided herself for being annoyed moments earlier. Then there was a gleam in her eye.  "Now you're really in for it, my nasty little foal," she teased. After pushing the ornate horseshoe off a forehoof she started stroking and massaging the sides of Dash's mound. Meanwhile she lapped and sucked at the pony's cunny much more enthusiastically, driving her snout down on the moaning, wriggling filly. The princess got so worked up that her teeth occasionally bumped the tender flesh between Dash's folds, but that bit of roughness only made the little pegasus beg for more. Between that and Applejack's considerable attentions Celestia's face became flush and she began to perspire.

Rainbow Dash scrunched her blurry eyes, tears forming on the edges as her insides fluttered and her whole bottom tingled throughout. "Oh yeah, that's it," she gasped. "Make your slutty little filly come. Please Mommy..." Everything seemed to be spinning and Dash had to let go and fall back. She wanted to stroke Celestia's horn but it pulled out of reach and bobbed as the princess began grinding her muzzle into her. She ate out the helpless pony's pussy so hard that she was occasionally nipping at her now very tender opening. Sweat trickled down the sides of both their faces and necks as Celestia worked over every bit of flesh, every crevice of the pegasus' snatch with every part of her mouth. She strained to keep flicking her hoof rapidly across the top of Dash's slit, right over her puffy clit.

The pegasus arched her back and threw her head to the other side, rubbing her face up and down against the hay. She strained to spread her stifles even more as the wave of excitement crested in her lower body. Princess Celestia suddenly forced her tongue into Dash's passage and wriggled it. That rocketed Dash over the edge. Her vaginal muscles clenched, trying to take hold of the invader that was flicking around deep inside her, and her cervix almost hurt with the force of each spasm. The wave crashed across her little blue body in a blinding flash of warmth. It suddenly seemed to Dash like nothing else existed and she was in a whole warm, blissful place all by herself. She was barely aware of Princess Celestia's continued tonguing and slow rubbing, which occasionally sent a tiny shock of pleasure. One by one they slowly brought her back to the real world.

Dash was exhausted and panting heavily. Did I forget to breathe? she wondered as she struggled to catch her breath. The alicorn's attentions slowed down as the aftershocks faded, and finally stopped. When Rainbow Dash opened he eyes the Princess was smiling down at her. It almost looked like she had tears running down her face, but there was so much perspiration, not to mention that the princess' muzzle was drenched with Dash's sweet honey. Dash's wings were now free and folding up, so the pegasus leaned forward and curled her lips. Celestia gladly met her halfway and they shared a long series of tender open mouthed kisses, though the princess flinched every few seconds from Applejack's powerful assault.

Celestia suddenly pushed herself up with her forelegs and flared her wings. "That's it, Applejack! So close!"

Dash was a bit miffed at the interruption. She rolled over to see Applejack struggling to bring the princess to a climax. Then she looked up at Celestia's strained face, teeth gritted and eyes closed. She wanted in. "Can I help?" she blurted out.

Celestia threw back her head and hissed, "Yessssss...!" She clenched her thighs around Applejack's muzzle and bucked against the earth pony's face as much as she dared. AJ instinctively gripped Celestia's firm, lean butt cheeks in her forehooves and pulled them apart with all her might. She found herself fighting harder to keep eating out the goddess as she came, bucking and squirming wildly. Celestia's horn suddenly went ablaze with an indigo light, making the inside of the barn shimmer brighter than if the sun were shining inside. Celestia finally went still and let out a long high-pitched squeal, occasionally wiggling her bottom against the orange pony's face as the light slowly dimmed. Applejack was able to hold her breath, though her heart and head were pounding so much that she wouldn't have known if her lungs had actually burst. Instead of struggling she gently twisted her head this way and that and massaged the princess' butt cheeks until Celestia began to relax.

Meanwhile Dash crossed her forelegs under her chin and pouted.

After several seconds AJ was able to stick out her tongue again, so she tentatively licked at Celestia's pussy, being careful to avoid her clit. She took in deep breaths through her mouth and let them out slowly through her nose. The hot air ran up between the princess' cheeks and made her coo from a tiny aftershock. Celestia even swooned a little and then rocked forward. When Applejack realized the princess was done she let go and then stepped back.

Celestia turned to face her and said, "You have done very well, Applejack. I suppose you have earned some relief as well."

After a brief struggle to right herself Dash rolled off of the haystacks and smiled. "Allow me! Err, I mean, it's only fair after all."

"Actually, I had something else in mind," the princess said with a smile.

"MOOOOM! That's so unfair!"

The alicorn's eyes went wide and she spun her head to look at Dash, but then she grinned from ear to ear. Celestia kissed the enthusiastic pony on the nose and said, "Okay, I'll let you help too."

Rainbow Dash smiled victoriously, but Applejack was suddenly feeling nervous again. The bales were quickly levitated back to their stacks. Celestia lied down in the hay pile from before and rolled partly onto her right side. "First we can relax a little. Let me nurse you two a little fillies." Then noticing Dash's look of confusion, no doubt imagining her in a nurse's cap and carrying a thermometer, she explained, "I mean I want you to suck my nipples."

"Oh!" In seconds Dash was next to the princess with one foreleg over Celestia's side as she gladly took a nipple into her mouth. She suckled and smiled while peering up at her reluctant friend. Applejack cautiously moved into position, standing between princess' face and Dash's side.

Celestia closed her eyes and let her head rest in the hay. "Oh yeah, suck your mommy's titties," she grunted.

"Yes, uh, Ma," Applejack answered as she settled down and lied on her belly.

Celestia's head shot up and she glared at the orange pony. "I'm not your mother," she stated simply. Then she smiled again. "Now don't be shy. You must be parched, and there's a nipple with your name on it."

Dash pulled her mouth off Celestia's teat with a plop and examined the other nipple for a moment. Then she shrugged at got back to suckling as Applejack joined her. Once started two thought they could never have enough of it! They'd been thirsty from their running when they'd arrived, and then all of their sweating, licking, panting and creaming had only made it worse. They'd just too busy to realize how dehydrated they were, and once it hit them both ponies pulled and sucked her tits feverishly. The princess brought her flared wing down over the  two. Meanwhile their muzzles touched, caressed each other's as they eagerly drank the sweet milk from Princess Celestia, Ruler of all Equestria, a living goddess. A goddess who was squirming and moaning and rubbing her royal head in the hay while she stroked the ponies with her free foreleg.

Yet it didn't take long for their thirst to be satiated by the princess' delicious essence. For a few seconds Applejack wondered how the princess could express milk, but she quickly passed it off as just magic. Then Rainbow Dash pulled away. The cool air suddenly hitting AJ's right side made her shiver a little. Then she nearly jumped when she felt something warm bump her between her hocks. Rainbow Dash hunched down and pushed her snout in between the orange pony's hind legs. She immediately started flicking her tongue around in the tight space, massaging the outside of AJ's pussy at first. Then Dash pushed in further, her nose pressing hard into Applejack's dripping hole, and slid her tongue hard along the inside of her slit.

The warm slippery organ invading her innermost folds made AJ grunt and throw her head back. It was going to happen, and she needed it to happen after all the teasing, titillation made much stronger when tinged with fear. And the earth pony was too emotionally drained to resist letting them do whatever they wanted to her. Celestia closed her eyes and bit her lip as Applejack's short hot breaths puffed over her wet nipples. AJ flicked her tail up out of the way and let it come to rest on top of Rainbow Dash's head. Applejack's own noggin pressed into Celestia's belly as she struggled to lift her rear up with just her cramped hind legs, but only for a moment. Celestia pushed herself up with one foreleg and used the other to roll the earth pony onto her side. Dash ducked out of the way until the orange pony instinctively spread her haunches wide, eager for the pegasus to resume.

Dash couldn't resist grabbing the farm girl's tail with her teeth and giving it a hard yank. AJ let out a short cry. "How do you like it?" Dash gloated. Applejack replied by raising her pelvis a few times and weakly kicking the air while letting out a few pleading whimpers.

With a big smile on her face, Celestia motioned for Dash to wait. She lifted Applejack's chin, holding it until the pony opened her eyes to see what was happening. Then she stepped on AJ's chest, just below her throat, but only enough to pin her down and give her a small scare. "You know Applejack, since you were so against this earlier. Perhaps you want us to stop now?" she said.

Rainbow Dash gasped, and her attention snapped from her friend's glistening sex to the princess. Applejack let out a long whimper while slowly shaking her head all the way from side to side. A pained look filled her face.

Celestia spoke down to Applejack, "Say it." Dash's smile returned instantly and she began licking her lips.

AJ groaned and shook her head again, but then she let out a little whinny. Finally she mumbled, "Keep doin' it... Make me come, pretty please?"

A small nod from the princess was enough to set Dash off, thrusting her face back between Applejack's legs. She licked and sucked and nuzzled all up and down her friend's slit, the creases of her thighs, and down her taint. She even gave a few hard pokes with her tongue dangerously close to Applejack's back door but then slid her nose hard up until she was back at AJ's needy snatch. Her willing victim groaned and panted, her mouth wide open. Her forelegs were held out to her sides to steady her as she kept her hind legs raised best she could.

Princess Celestia stepped to Applejack's side before leaning down and kissing her firmly, easily slipping her tongue deep into AJ's muzzle and almost down the back of her throat. Strong as Dash's had been, the princess' tongue and mouth were much stronger. The earth pony had no choice but to fight back against the hard assault or risk suffocating, though she was so lost in the double ecstasy that she couldn't tell if she had been breathing anyway. Celestia lifted a hoof and began stroking AJ's mane as they continued their dangerously passionate kiss. Soon her hoof was caressing Applejack's neck, then chest. Celestia found Applejack's nipples and fondled them until they just began to harden.

Then the princess suddenly broke away and brought her mouth down on Applejack's teats, making the filly suck in a huge gasp. Her eyes and mouth went wide when the princess bit firmly into her nipple and began sucking with all her might. AJ's hind legs trembled and went weak, but then they came to rest around Dash's neck. Celestia kept suckling hard, each fierce tug making Applejack's vaginal walls flinch, bringing her a bit closer to the edge.

Quickly as she'd started the princess pulled away hard, making a huge popping sound with her mouth that surprised both ponies. Celestia quickly nuzzled then kissed the side of Applejack's surprised face before saying, "What? I expected there to be apple juice."

Applejack couldn't help but let out a small laugh despite the intense pleasure between her thighs and the tension building up throughout her body. Celestia kissed her way down the orange pony's neck and belly, bypassing her sore nipples before her muzzle met Rainbow Dash's. The princess joined in by rubbing her nose in the top of AJ's slit and sliding just the tip of her tongue hard around the pony's quite swollen clit. Rainbow Dash wrapped her forelegs around Applejack's stifled and gently pulled them apart, opening her up even more. Then the pegasus worked her way back and concentrated on AJ's vaj, which had fully opened up all by itself. This was better than candy. She shoved her tongue in and began to lick around with all vigor for several seconds at a time, pulling back often to suck in a few deep breaths.

Celestia licked more slowly, dragging her tongue harder around and over AJ's nub over and over. She paused, took it in her mouth and threatened to give it the same treatment as her nipple, but when Applejack whined she let go. The princess resumed her steady licking just as Dash was taking another few hard breaths. The pegasus worked on Applejack's hole again but she swiftly moved her mouth down AJ's taint again. Then without warning she nipped.

Applejack started to let out a shriek, but Celestia's forehoof shot over like lightning and held her mouth closed. After the moment passed the princess let go and then tilted her head sideways to smile at the pegasus. "Dash dear," she giggled at first, "let's finish her off."

Dash pushed her mouth in, working much harder yet slower as she tongue fucked the helpless Applejack. Celestia started shaking her head quickly as her nose and tongue flicked side to side across AJ's slit, going up and down so she'd give her clit a full-on assault every few seconds. The princess was so intent that her horn dug into the dirt as she worked, the sound of it being almost completely drowned out by the slurps and wet smacking sounds plus Applejack's loud moans and occasional begging.

The earth pony tried to raise her head and see what they were doing to her, but Celestia gently guided her head back down. AJ closed her eyes and laid her head to one side, rubbing her face against the hay. Then she felt Celestia's hoof tenderly rubbing the other side of her face. That moment of tenderness made Applejack let go of all her mixed emotions and frustrations, finally allowing the passion overtake her completely. Her whole body tingled and she felt like she was spinning as the heat between her stifles went off like a flare. She arched her back and let out a loud whinny that exhausted her lungs. All the muscles throughout her vagina seemed to explode, instantly spreading that intense heat throughout her body. AJ felt like she'd stepped out of her body and was floating high up in the night, one with the thousands of little stars she was seeing. Every ounce of pain and fear and guilt had been blown away in the sudden warm breeze that enveloped her.

Then she was surprised to find herself moving again, first an involuntary wriggle as something warm and comforting ran up her side to her neck. Then she was breathing again, nice and calm. Things were spinning again, but not as fast. She could feel something grabbing her legs, and she gladly accepted as the unseen force rolled her onto her side. As the afterglow lifted more she smelled the hay and ground beneath her again. She had just raised her head and started to open her eyes when her mouth was met by a long, gentle kiss. She looked up to see Rainbow Dash's face touching hers. This time Applejack gladly accepted the kiss, and she even struggled to sit up so she could return it in earnest. She managed to sit up on her hind legs and then placed her forehooves on Dash's shoulder, but the pegasus resisted when AJ tried to slip her the tongue.

"Did you hear what I said, Applejack?" the princess' sweet voice interrupted. "You two need to clean each other up before you go to sleep. Or else you'll have hay on to your faces all day tomorrow."

Applejack's eyes fell. "Oh." Rainbow Dash flashed a sudden hopeful smile before starting to lick around Applejack's muzzle, working out her and Celestia's sticky-to-dry love juices. AJ nudged her and eyed a full water trough, so they both plunged their faces in and shook their heads vigorously a few times. Then they took a few gulps for good measure. Celestia even swished the end of her muzzle in the water and took a dainty sip. After the little ponies shook out their muzzles, giggling like school fillies, AJ got out some clean rags. She held one in her mouth as she dried Dash's face.

Celestia levitated another one to dab the excess water off her face. She secretly wished she could get away with shaking her muzzle dry too. After what she'd just done with the two she didn't have to worry about being un-marelike, but her horn could easily slice through the barn's support beams. She sighed, but the smile quickly returned to her face when she saw the fillies playing pretend tug-o-war with the rags. The blue pegasus let go as a tremendous yawn escaped her jaws. The princess joined them and ran her hoof through all the vibrant colors of Rainbow Dash's mane.

Dash raised her head and let her eyes close. "Mmmmmm..." Without even looking she lowered herself into the hay pile while Celestia continued to stroke her face and neck.

"My darling Frey..." Princess Celestia hung uncomfortably on the syllable, "...ainbow Dash (phew), upon the morn you shall remember this only as a happy dream." She kissed the pegasus on the nose, drawing a contented grunt from her as she drifted off.

Then the princess turned towards Applejack and stated, "This never happened. Got it?"

Applejack bowed and answered with a contented sigh, "Yes, your majesty." She was still too buzzed and giddy to mind Celestia's curtness.

With one hoof Celestia gently guided Applejack's attention to Dash. The orange pony laid herself in the hay alongside the peacefully dozing blue pony. AJ snuggled close and put a foreleg over her friend's shoulder. Rainbow Dash rolled over and did likewise. Celestia gave Applejack a thoughtful look, then she leaned down and briefly nuzzled between her ears, ending with a kiss. "Good pony," she whispered. Her magic raked more hay around them to keep them warm. She smiled down at the two exhausted ponies curled up together, sleeping peacefully.

Now appeased, she quietly slipped out of the barn and flew off into the night.