WARNING: THIS CHAPTER DOES NOT EFFECT THE STORY LINE. THERE WILL BE MENTION OF THE EVENTS OF THIS CHAPTER IN THE NEXT CHAPTER. THIS CHAPTER CONTAINS VERY DESCRIPTIVE SEXUAL CONTENT, VIEWER DISCRETION IS ADVISED.

Brad grabs Fluttershy by her flanks and turns over putting her on top of him, he then pulls her into a kiss. She pushed her tongue into his mouth which he accepted. After a few minutes of making out they separate, Brad then looks at Rainbow who is looking at not Brad but his lips. Brad then does the same to her, pulling her on top of him squeezing her flanks as they made. Fluttershy then went behind Rainbow to her marehood and began to pleasure her. She eeped at the feeling of Fluttershy's tongue, she then began to moan into Brad's mouth as they made out. They separated. Rainbow felt something poke her stomach, she looked down to see Brad's erection poking her. She smirked as she tried to unzip his pants, after a few minutes she succeeded, she then pulled his underwear down to reveal his 11 inch erection.

Rainbow says in aww "Its so, big."

She then began to suck on it, first just taking the tip in then putting a few inches of the shaft in as well. She continued this for a few minutes, Fluttershy stopped on Rainbow and climbed up and straddled Brads chest. Brad pulled Fluttershy into a kiss while Rainbow continued to blow him. After a few more minutes Brad came in Rainbow's mouth. She licked him clean, after she was finished she asks "Fluttershy, want a taste?"

Fluttershy nods and they switch positions, now Fluttershy is blowing Bard while Rainbow is making out with him. Brad had his hands on her flanks, he moved his left hand to her marehood and began to finger her, she began to moan into his mouth. Brad came again into Fluttershy's mouth as Rainbow came onto Brad's hand and shirt.

Rainbow says "Uh oh, I got your shirt wet. Lets take it off of you."

Both Brad and Rainbow remove Brad's shirt, once his shirt was on the floor Brad removed both his pants and undergarments from his ankles. He then lay Rainbow on her back and began to lick her moist marehood. This made Rainbow moan aloud, Rainbow grabs Fluttershy's forehooves and begins to eat her out as well. Fluttershy was moaning aloud in glee. After a few minutes both mare came, Brad licked Rainbow clean as Rainbow licked Fluttershy clean. Brad turn Rainbow on her hooves and knees and positioned for entrance, Rainbow flipped Fluttershy on her back and began to eat her out for a second time. Brad pushed his erection in slightly, Rainbow moaned into Fluttershy's marehood making Fluttershy moan aloud. Brad pushed an inch in which made Rainbow cringe, Brad pulled out a little and pushed in more. After a few minutes he was 9 inches in pounding her tender marehood, Rainbow was basically screaming in pleasure.

Brad says "I-I'm gonna cum."

After a few more minutes he pulls out, Rainbow moves out of the way and he cums all over Fluttershy's chest. Once he finishes he asks "You ready Fluttershy?"

Fluttershy nods, this time he had Fluttershy in missionary position. Rainbow placed her marehood on Fluttershy facing Brad, Brad pushed into Fluttershy a little making her moan. Rainbow began to make out with Brad as Brad pushed further into Fluttershy who moaned into Rainbow who moaned into Brad. After ten minutes Brad was 10 inches in Fluttershy who was almost screaming into Rainbow. At the same time Brad pulled out and came on Fluttershy, Rainbow came on Fluttershy and Fluttershy came as well. Then the three of them began to clean each other kissing each other a few times. After a few minutes they were just panting, laying on the bed.

Fluttershy says "That *pant* was *pant* amazing."

Rainbow replies "I know *pant* I feel *pant* great."

Fluttershy asks "How about you Brad?"

The two girls sit up to see Brad fast asleep, they both aww. They then pull the blankets over the three of them and snuggle close to him on each side. They then soon follow their lover in slumber.

Chapter End . . .