Scary Butt Fun

by Fuzzyfurvert

Rating: mature
Tags: Sex, Sunset Shimmer, Twilight Sparkle, Romance, Equestria Girls
Length: 12512

Sunset Shimmer helps Twilight deal with some changes the girl is going through since the Friendship Games.

It's Friday evening, and that means one thing for Sunset Shimmer: another night alone in the lab studying how the unpredictable force of magic works in the human world with little more to go on than observation and her own experiences.

But this time, she finds both a friend and another example of just how powerful uncontrolled magic can be, and how different things between CHS and Equestria really are, waiting for her.

Contains sex, some of which is butt related, between two consenting young adults of legal age. This is clop with copious amounts of actual story.

Part of the "Fuzzy is grumpy at clop because reasons and tries to write erotica that subverts whichever porn trope cheesed him off" series.

It's a thing now.

Published 2016-10-25 14:20:01 UTC
Last updated 2016-10-25 14:20:01 UTC

One Not So Small Difference

A late evening spent at the school wasn’t how Sunset Shimmer usually enjoyed her Fridays. After her defeat in the de-Math-lon and the explosion of arcane energy from Equestria, she was spending more and more evening like this, trudging from her last class to the school’s science lab. The study was invaluable, but it was murder on her social life.

With the setting sun turning the hallway golden, she pushed open the lab’s outer door and dropped her backpack like a load of bricks. Sunset reached for her lab coat on its peg by the door, when she noticed that on this particular evening, she wasn’t alone. A very startled looking Twilight Sparkle was seated at one of the tables, in her own lab coat, an open book in front of her.

“Oh hey, Twilight.” Sunset smirked, slipping on the protective garment. “Fancy meeting you here. Working on something?”

“Uh...not really.” Twilight, glanced back at the book and pushed up her glasses. “I was just reading, actually.”

Sunset nodded, walking over to the recent transfer student and the source of both her defeat at the Games and the magical explosions. The book in front of Twilight wasn’t a textbook, but one of Sunset’s journals that Twilight had borrowed a few days prior, her neat handwriting detailing the stories of Princess Twilight’s adventures. Over the past year or so, she and the Equestrian counterpart of this world’s Twilight had exchanged tales of her exploits in friendship and magic.

“Pretty amazing, isn’t it?” Sunset smiled, stuffing her hands into her coat pockets. “The other Twilight has led a very interesting life. She’s a real hero.” She coughed, turning away for a second. “Not that you aren’t interesting! I just meant that it’s pretty wild to see what she’s been through. Princess Twilight has handled a lot of stuff that I don’t think I would have done so well with.”

“No...it’s okay, Sunset.” Twilight closed the book and slid it across the table toward its author. “The other Twilight has had an adventure filled life. It’s amazing what just a small difference between us resulted in such different outcomes.”

“Well, I’d assume if you had studied under Principal Celestia, your life may have been more similar. From what Princess Twi’s told me, her friends in Equestria and their counterparts here are ‘freakily’ similar to each other! Factoring in circumstances of cultural and physical differences, it’s amazing they came out so alike while you two are...er...less so.”

Twilight nodded, her eyes locked on the book, but staring through it into the metaphorical distance. “It’s not the difference in upbringing that interests me. It’s something much smaller than that.”

Sunset tilted her head, raising an eyebrow. “What do you mean?”

“It’s more the Princess part, rather than the hero part of the other Twilight’s life that interests me.”

The redhead snapped her fingers, pulling out a hand to point at her lab companion. “I gotcha. The human world is pretty short on royalty these days. Used to have them all over the place, according to the history books.”

Twilight straightened her glasses and stared at Sunset for a long moment in silence. The former pony was just starting to open her mouth again when Twilight stood and stepped up to Sunset, lowering her voice to a whisper. “Can you keep a secret?”

Sunset nodded.

Twilight grabbed Sunset’s elbow and guided the girl into the lab’s computer analytics room. She shut the door behind them, and pulled the blinds on the window, leaving them in the dark with just the glow from the monitors and equipment.

“So a secret secret?” Sunset grinned cautiously, folding her arms across her stomach.

“Okay…” Twilight took a breath and held her hands out, fingers splayed. “Remember at the Games a few weeks ago, when there was all the magic stuff happening and I turned into...whatever you call it...with the wings and horn?”

“Yeah,” Sunset’s tone was deadpan, her lips forming a thin line, “I was there. We shot lasers at each other. I won.”

“Yes, but that’s not the important part.” Twilight sighed. “Do you remember what happened to my school uniform when I transformed?”

“Uh…” Sunset titled her head again, unsure where this line of questioning was going. “If I remember correctly, it turned into this layered skirt thing and a corset?”

“I think it was more a bustier?” Twilight tapped her chin with her fingers in thought for a moment before shaking her head. “Either way, it had a plunging neckline and I filled it out!”

“You’ve lost me.” Sunset shook head. “What does this have to do with anything?”

“Everything!” Twilight spun around and paced to the back wall, turning on her heel and facing Sunset. “Back to historical human royals: the titles we use are gendered. Do the titles in Equestria follow suit? I’ve only ever heard of Princesses from your world.”

“Well, Equestria rarely has any other types of royals. There hasn’t been a Queen in a really long time, unless you count the changelings. Sombra was the last King on record. There is a Prince right now, but he was a total mule back when I lived in Canterlot.”

“So then my counterpart is a real Princess and all the title implies?”

“Yeah…?” Sunset took a step back as Twilight started pacing in the small space. She raised both eyebrows when the bespeckled human stopped again and started unbuttoning her shirt. “What does this have to do with you filling out a bustier?”

Twilight paused after three buttons and pulled open her shirt, revealing the top of her simple white cotton bra and the cleavage she sported. “Because I got these!” She grinned and started to bounce on the balls of her feet, watching her breasts react to the motion.

“Okay, Twilight?” Sunset held up a hand. “I am totally confused. You always had those...unless you’re talking about the bra?”

“No, not the bra!” Twilight giggled, jiggling in place a moment more. “What’s in the bra! Before I came to CHS and transformed, I was padding. Supplementing. I was using silicone inserts and now I don’t! I finally feel like a real woman! And my voice! Do you hear this? I sound so cute and I don’t even have to try anymore! I actually have to force it to go deeper now.” Twilight playfully lowered her voice as she was speaking, doing what sounded like a poor impression of a boy.

“Oh.” Sunset scratched her head, but she smiled nonetheless. “I kinda know that feel: transforming and magically growing breasts. Former otherworldly pony over here and all. Um, congrats, I guess? But what do you mean you feel like a real woman now? Is this some sort of human ‘body-image’ thing?”

“Pretty much.” The normally reserved Twilight popped the remaining buttons on her shirt and pulled it out of the waist of her skirt, revealing flat, smooth abs covered with a soft layer of body fat. Uncovered, her chest stood out proudly and tapered to a narrow waist before her hips widened. She grabbed her skirt in both hands, bunching the material in her fists so it held tightly to her body. She turned to the side so Sunset could see her profile.

“I also went up two skirt sizes. Have you seen my butt? It’s so feminine now! Just like I’ve always wanted it to be! I won’t have to buy specialty clothing any more! This is going to save me so much time and money...goodbye hormone treatments!”

Sunset reached over and flipped the switch for the overhead fan. It served the lab by funneling out harmful gasses, but right now she needed to cool off. Hopefully, the half light from the computers wouldn’t show off the flush that was climbing up past the collar of her coat and shirt. This world’s Twilight was far more the attractive female than she gave herself credit for. Why Twilight was showing off to her now in the lab of all places, Sunset was still uncertain, but she wasn’t going to complain.

She smiled encouragingly, putting her hands on her hips. The magic that had transformed her into a human had been kind, giving Sunset a body that was the envy of plenty of this world’s girls. The magic that had ripped through the school grounds and filled Twilight until she became something like a dark alicorn was certainly related, but seeing it enhance Twilight was odd to say the least. Still, something nagged at her. Something wasn’t what it seemed here.

Twilight continued to bounce and gush about her developments in front of the redhead, turning this way and that. From every angle, Twilight was a lovely sight in her knee socks, mid thigh length skirt, open shirt, bra and glasses. Sunset couldn’t help but notice that the girl was several of her personal dreams come true. Smart, the right mix of outgoing and shy—at least usually—laughs easily at corny jokes, and cute as a button. Not for the first time, she wondered if asking Twilight out might endanger their friendship. Though considering the girl was trying to tell her a secret in confidence and was half naked, maybe now might be a good time.

Sunset raised her hand to catch Twilight’s attention, when the girl spun again and Sunset caught a split second of white under Twilight’s skirt and nestled between two creamy thighs. Right then it clicked in a burst of insight. Twilight’s comments about feeling like a woman, hormone treatments, developing breasts, special clothes, the small difference between her and her Equestrian self.

Twilight Sparkle is a changeling.

Sunset shook her head. No! That’s not it. Focus!

Her. Gendered royalty titles and the implications thereof.

“Tw-Twilight?” Sunset swallowed the lump that was trying to form in her throat, her palms going cold and clammy. “Can I ask a...er...personal question?”

Twilight came to a halt a moment later, straightening her glasses again. She smiled at Sunset and then noticed the breeze from the fan on her exposed mid-riff. She wasn’t cold, but the sensation brought her attention back to her state of dress. In her enthusiasm she’d shaken or jiggled everything loose and out of place. It felt like a deep breath would pop her right out of her top, which on one hand brought a sense of adventure and accomplishment. On the other, she was millimeters from being topless at school.

Twilight giggled quietly and turned to the side to resettle herself into the cups of her underwire. “Uh, sure. What do you want to know?”

“Are you...I’m not sure what the right term is for humans…” Sunset frowned, scratching her head again. “In Equestria, we had some stallions that, uh, were called Geldings. They, uh, looked like mares sometimes…”

“Geldings?” This time it was Twilight that scratched her head. Her knowledge of human equestrian traditions and terminology was pretty limited, but the term sounded familiar. “Doesn’t that mean they’ve been castrated?”

“What? No! That’s not what the term means in Equestria!” Sunset flushed. “I’m trying to be diplomatic here!”

Twilight sighed, turning back toward Sunset and put her hand on the redhead’s shoulder. “I know what you’re trying to ask, Sunset. I’ve fielded these sorts of questions most of my life. So don’t worry about upsetting me. I don’t really like to play the whole label game. That said, I don’t really like to draw attention to it either. I never thought I’d have to, being in a new school where no one remembered when my name didn’t use to be ‘Twilight.’ You’re my friend though, and you know more about this magic stuff than anyone else in the world. If I can’t open up to you about this, how am I ever going to explain it to my family or my doctor?”

“So…” Sunset gestured vaguely at the whole of Twilight with her hands. “I mean, I never even suspected.”

“I’ve been like this all my life, Sunset. I have a lot of practice presenting myself, but it’s been a big source of my anxiety.” Twilight smiled. “But that’s still a compliment, actually! Now it’s just going to be easier on my part. Coming here and interacting with magic like this has been the best thing to ever happen to me, and I have you to thank for it, essentially. Not to mention the whole saving me from myself part with the lasers.”

“No problem.” Sunset returned Twilight’s smile. “I’m glad I could help. Even if I’m also partially to blame to creating a situation where you almost lost yourself.”

“Don’t worry about it.” Twilight took another step and wrapped her arms around Sunset, hugging the taller girl. She rested her head on Sunset’s shoulder, sighing contently. “You also get points for setting up a situation where I got the chance to meet a version of myself that was what I always wanted to be. The other Twilight has a great life and it makes me think I can live like an actual female too, even if we’re not a hundred percent the same.”

Sunset squeezed Twilight back, breathing in the scent of the human’s hair. Even in this close contact, she couldn’t detect anything that would clue her into Twilight’s previous life. Despite the revelation, Twilight was still Twilight to her, a cute nerd girl with a little more curiosity than might be healthy—strictly speaking. Sunset pulled back enough to look Twilight in the face. “What do you mean by not being completely the same?”

Twilight shrugged and looked downward for a moment. “Well, biologically speaking, I’m not fully female. I’ll need to get some x-rays done to see if the magic changed anything internally to make me fully a woman, but externally...down there...I’m still, ya know?” She swallowed, blanching. “Wait, did I just make this moment of friendly female bonding weird?”

Sunset laughed, hugging Twilight tightly. “No!”

Twilight flushed, blinking quickly when Sunset stepped back and looked her up and down again. “What?”

“I wasn’t joking when I said I never suspected a thing, Twilight. I mean, you look perfect. How…” Sunset snapped her mouth shut before she could get all of her foot into it. “Sorry!”

“No, no, it’s okay. Really, Sunset. I’ve shown you this much, might as well go for the full monty.” Twilight reached down and unbuttoned her skirt at her hip and unzipped it to loosen enough to show off her matching panties. Like her underwire, they were simple white cotton with a small lace trim. Her cheeks were getting warmer, and it looked like Sunset’s were doing the same.

Sunset’s really cute when she blushes. Twilight was initially going to stop there, but she didn’t feel like stopping. Sunset was being super cool about the whole thing. She wasn’t sure where their friendship would end up after today, but she’d be lying to herself if she said she wasn’t curious.

Sunset wished the room fan had a higher setting. She felt like she was on fire. Twilight still looked perfectly lovely and feminine, with only the barest hint of a bulge in those panties. She watched the skirt hit the floor, each additional inch of Twilight’s skin on display making her own clothes feel entrapping.

“Sunset?”

“Huh?” Sunset snapped out of her thoughts, pulling her eyes away from that little lace trim up to Twilight’s eyes. “Did you say something?”

“Do...do you want to see it?”

She didn’t know what to say, and continued to stare at Twilight for a full minute in silence. Eventually the gears of her mind started to turn and process the question, driving up the heat in the room somewhere just past the surface of the sun.

“I-I don’t mind.” Twilight rubbed the back of her elbow, her stomach filling with even more butterflies. “Just don’t laugh, okay? I’m...I’m a grower, not a shower.”

Sunset nodded slowly, not trusting her mouth to not hiss with steam if she tried to speak. Her toes curled in her boots, her top was choking her, and her skirt felt like it was cutting off her circulation. Part of her wanted to give Twilight privacy to undress, regardless of the silliness of such a gesture. Another part wouldn’t let her blink, focusing on Twilight’s fingers as they slipped under the hem of her underwear.

“Wait!”

Twilight stopped in her tracks and looked up over her glasses at Sunset. “I-i-it’s okay if you don’t! You were just staring so hard I thought…” She faded out as Sunset suddenly turned on her heel.

“I’ll be right back!” Sunset flashed a smile over her shoulder and stepped out of the computer room, closing the door behind her. She ran across the science lab, skidding to a halt in front of the doors. Sunset flipped the lock on the door and took a moment to scan the hallway through the small window.

By this point, even most of the teachers and staff were long gone, with only the janitor at the far end of the hall, headphones on while he buffed the floor with some loud machine. Sunset tested the door to make sure it was secure and then took a deep breath to center herself. This was certainly not how she envisioned this Friday going.

“Well, I guess it still technically counts as studying magic. I just have...a lab partner.” Sunset wiped the sweat from her forehead with the back of her hand. “A lab partner that trusts me enough to get naked. A partner that trusts...me to not leave her alone and naked without explaining myself...crap!”

Sunset slapped her forehead and rushed back to the computer room. She stumbled over herself and her flying lab coat in her rush to open the door and get inside, hitting her knees hard on the floor with a yelp and kicking the door shut out of pain instead of intent. She pushed herself up on all fours and grinned weakly. “Sorry about that, I just wanted to make sure the lab door was locked. Don’t want any unexpected visitors, huh, Twil?”

She sat back on her heels and noticed that in her short absence, Twilight’s shed skirt had made it from the floor to the desk where it was joined by Twilight’s shirt. Twilight herself was still wearing her lab coat, but now it was closed and she was balling up a piece of cloth in her hands nervously.

Twilight looked at her hands, forcing herself to breath calmly. Her heart was racing, the butterflies in her stomach turning into a tornado as she got nearer and nearer to being completely open with someone that wasn’t a doctor. “S-sunset...I’m sorry if I keep making this weird. This is the first time I’ve ever been naked with someone I like.”

“No it’s fine, really! I just want you to be comfortable.” Sunset grabbed a chair and climbed back to her feet. “Wait...you like me? Like…like me like me?”

Twilight nodded, twisting and knotting the cloth in her hands. She took a deep breath and held out, shaking it out to show Sunset her now well crumpled underwear. The panties were tossed aside, joining the small laundry pile on the desk, and Twilight’s shaking hands moved to the buttons holding her lab coat closed.

“Twilight…” Sunset bit her lip, fighting the urge to look away or cover her eyes. If Twilight could be brave enough to share this, she’d be brave enough to keep her eyes open. She squeezed the back of the office chair hard enough to turn her knuckles white as Twilight’s buttons snapped loose.

When the last button came undone, Twilight slowly pulled the coat open, feeling like some sort of slow motion flasher from one of those old college comedy movies. She let out a breath she had been aware she was holding, willing herself to be calm. Twilight looked up, examining Sunset’s face for her reaction. The former pony looked stunned, shocked even, but the disgust she feared wasn’t there. Sunset was looking at her in naked curiosity, those sea green colored eyes traveling up and down, taking in all of her.

Sunset stood there, staring. Twilight was gorgeous, a healthy example of a woman, with no part out of place. There definitely was a penis and pair of testicles, but Twilight was no less feminine for it. Idly, Sunset noted Twilight’s well trimmed pubic hair had a matching streak of pink amid the darker purple. Whoa...okay...what the heck am I supposed to say in this situation? ‘Hey, nice dick!’? ‘Those are really cute balls!’? Do I say anything about it at all? Would treating her like nothing was out of the ordinary be rude?

“You...uh...look like you have something on your mind?” Twilight shifted her weight from one foot to the other, holding the lab coat to keep her hands busy. “J-just talk to me, Sunset...please.”

“I…” Sunset coughed, letting go of the chair, and spread her arms out, “...don’t know what to say, Twi. I don’t want to hurt your feelings accidentally. I don’t want to make light of the situation either. This is very brave of you...and I don’t want to say something that I’ll regret later.” Sunset grinned awkwardly. “I’m trying, Twi, but this is new for me.”

“I know.” Twilight took a deep breath and then another, letting them out slowly. “I’m really scared, honestly. I’m something that a lot of people have weird reactions to.” She started to close the coat again when Sunset came over and wrapped her up in a tight hug. “W-what?!”

Sunset squeezed, lifting the shorter girl up on tiptoes. “Twilight, you don’t have to worry about that with me, okay? I might have only been in this world for a few years, but I have a TV and a computer. I’ve seen how people that don’t fit into traditional roles sometimes get treated. I want you to know I like you however you want to be. I like you however you are.”

She smirked, setting Twilight back on her feet, but still holding her close. “Though, full disclosure, if you sprout wings and start punching holes in reality again, I will laser your face until you’re back to being the sweet Twilight I know.”

Twilight smiled up at Sunset, her eyes tearing up. “Thanks. I mean it, Sunset, for both the acceptance and keeping me honest.” She laughed, tears starting to run down her cheeks and burying her face in the nape of Sunset’s neck. “It means a lot to me.”

“Now, about that liking me comment.”

Twilight stiffened, sniffling and looking down, which served to remind her how close she suddenly was to Sunset’s ample chest. She gulped down the ball forming in her throat and started to chuckle nervously. “Uh, about that…”

“You know, I’ve been debating with myself the past few weeks about actually asking you out, Twi. I hadn’t because I was worried it might make things weird and I didn’t want to lose a new friend just because I thought she was really cute.” Sunset patted Twilight’s back in their hug, enjoying the sensation of holding the human close. “I figure, since we’re sharing, now would be a good time to let you know. Which I hope doesn’t make this moment of friendly female bonding weird.”

Twilight chuckled again, relaxing in Sunset’s embrace. Her body molded itself against the redhead, a feeling of safety permeating her. “No, it doesn’t make this weird. Makes it better, in fact. I’m flattered! I would totally date you if you asked.” She coughed awkwardly and looked up into Sunset’s eyes. “I mean...if you’re okay with the whole penis thing.”

“I think I can deal with that.” Sunset laughed softly. “Speaking of which, is that what’s poking me in the thigh at the moment?”

“...” Twilight swallowed again. “It’s a science boner. For science.”

“Riiigghhtt…” Sunset pulled back from the hug, holding Twilight by the shoulders, and looked down. Her eyes widened a little. “Huh. You are a grower.”

“Sorry.”

Sunset cupped Twilight’s jaw in her palm, making eye contact again. “You don’t have to apologize for everything, Twi. Maybe this situation is...let’s say unusual...for both of us. But it’s not weird in a bad way, okay?”

Twilight nodded, lifting her glasses to wipe her eyes. “Thank you.” She sniffled again, her gaze drifting down Sunset, taking in Sunset’s basic shirt with the red and yellow sun icon on it and then the skirt below that. “Though, I suppose this is a bit unfair. You’ve seen mine, which traditionally means you have to show me yours now, right?”

Sunset grinned wryly and reached for her waist. She snickered when Twilight stiffened again, watching her in apparent shock. A moment later, her two tone skirt hit the floor and she carefully stepped out of it.

Sunset huffed, psyching herself up as she worked her thumbs into the hemline of her underwear. She’d dropped her skirt like it was nothing, but now that she was down to the last layer between her and the open air of the computer analytics room, she suddenly felt self conscious about it. A quiet gasp brought her eyes up again. Twilight was still watching her wide eyed, but now the girl was covering her mouth with both hands. “What?”

Twilight cringed. “I...uh..I didn’t want to distract you. I just wanted to tell you I love your panties; they’re very cute! I wish I had the confidence to wear something like those!”

Sunset glanced at herself. She was wearing one of her pink satin pairs with lace roses on the front and back and tiny bows on the sides over her hips. There wasn’t really anything that special about them to her, but Twilight certainly seemed to think so. Sunset flashed the girl another smile, chuckling softly to herself. She hesitated a second longer and then her panties joined her skirt on the floor.

“Whoa…” Twilight took a step back, pressing her hands together over her mouth and nose. Sunset was even more perfect than she’d imagined. Those long, toned legs had the smoothest skin she’d ever seen and looked pillowy soft. When her eyes reached where those thighs came together, Twilight could feel her nipples and penis harden more. For some reason, Sunset kept herself clean shaven and there was just a hint of moist looking pink there.

“So...do we just stand here and stare at each other now?” Sunset laughed again, her nerves obvious on her face. “This has got to be the strangest case study ever, huh?”

“Oh yeah.” Twilight nodded, slowly letting her hands fall to her sides. “I don’t know what happens next. I...I was just going to follow your lead, Sunset.”

“Mine?” Sunset scoffed, turning the chair next to her around and dropping into it. “I don’t know! We’re both half naked—and I think we’re dating now—but I can’t say I’ve ever had any experience that compares to this.” She smiled softly, eyes on her knees. “I’m sorry I don’t know more about this stuff, Twi.”

“I’m pretty used to that, really. Besides, magic is your speciality and I know next to nothing about it. If nothing else, we have plenty to talk about.” Twilight sighed and grabbed a chair for herself, taking a seat and making sure to spread her lab coat out underneath her. “Mind if I go ahead and fill you in on the common answers I’ve had to give to family and the few friends that know?”

Sunset dipped her head and crossed her legs, relaxing in her chair. She desperately wished she had her pen and notebook with her, but something told her Twilight would appreciate this being off the record. Still it made her hands twitch with want to do something, so she gripping the armrests and focused her attention on Twilight.

“The most common question is: do I think I’m a girl? I do. I always have, so far as I can remember. I’ve been living as a girl since before I started high school at Crystal Prep. But I only just started on the hormones, which is why I didn’t already have breasts.” Twilight paused and looked down at her chest, a small smile playing across her lips. “That’s why I’m so happy I grew these thanks to that magic!”

Twilight giggled and moved her shoulders, watching her flesh shift and sway. She blinked a second later and looked back up at Sunset. “It’s been kind of...a heady situation...being a lot more of the girl I want to be.”

“But it’s still not complete?” Sunset pointed at Twilight’s lap.

“No. The other most common question is: do I want to go the whole way with surgical reassignment?” Twilight was quiet for a moment, her eyes drifting from herself and back to Sunset. “I do. I want to be fully a girl, Sunset. I just want to be who I am.”

The red head tilted her head, digesting that. She could wrap her head around it easily enough, hearing it directly from Twilight herself. So, she is a girl. Huh. And idea sparked in her mind, a sly grin spreading across Sunset’s face. Let’s see just how girlie!

She kicked against the floor, rolling her office chair the few feet it needed to bump gently into Twilight’s. Twilight squeaked and pulled up her knees in surprise, the chair she was in spinning slowly. When Twilight came back around to face her, Sunset grabbed the seat and pulled the two of them together, her legs on the outside and Twilight’s caught between them. Sunset leaned forward, letting her hair slide over her shoulders and tickle the top of Twilight’s thighs.

“Su-Sunset?” Twilight stammered, her arms up in front of herself, her cheeks heated.

“Twilight…” Sunset purred, licking her lips, “...you like like me, right?” She reached up and took Twilight’s hands in her own. “I like like you too. Do you know I think that you’re very pretty?”

“What? Do you?” Twilight’s cheeks felt like they were on fire, her shoulders bunching up as she tried to duck her chin into her chest. Sunset was so close, she could feel the faint brush of the former unicorn’s breathing. Sunset’s hair was giving her goosebumps, but the tingling was more amazing than annoying. Twilight swallowed, looking down and caught a glimpse all the way down Sunset’s body, though the neckline of her t-shirt all the way down to swell of Sunset’s mons. Her body reacted, twitching with a need Twilight only really understood in a clinical sort of way.

She needed to be touched, everywhere, but more than that, she needed to be held. Her knees trembled, her long socks rubbing there. Her bra felt constricting all of a sudden and she wondered if Sunset was feeling the same. The ebullition of emotions she was experiencing was intense, the logical part of her mind struggling to not be overwhelmed. Should I push her off? Do I want to push Sunset off? She’s so pretty and warm and...and everything I want.

Twilight groaned, low in her throat, and wrapped her fingers around the hands holding hers. With her arms there, she could stop Sunset from doing anything she didn’t like. The animal part of her brain screamed with need though, it didn’t want to stop this. It wanted to let Sunset do whatever she wanted. Control wasn’t really a part of her personality when it came to other human beings though. She was always a more ‘go with the flow’ kind of girl, and the flow was definitely heading toward intimacy of some kind. But that didn’t mean she had to give up her ability to choose how she wanted to participate.

“Have you ever kissed a girl, Twilight?”

She swallowed again, the tremble in her knees working its way up to her hips and making her squirm under Sunset’s fiery gaze. Her breath started to quicken and she shook her head, eyes glued on Sunset’s lips. They were a bright pink, full and flushed with blood. Signifying arousal, her mind supplying that little piece of trivia in Dean Cadance’s voice from the health and sex-ed class she’d been forced to sit through a semester earlier.

Of course, she didn’t think that the Dean’s voice was quite so breathy as her mind suggested. Why is it so hot in here? I should send the principal an email later about having the AC serviced. Wait...answer her, you moron! Twilight blinked, shaking her head again. “No…”

“Want to?”

Twilight quivered in her chair, staring into Sunset’s blue eyes. Slowly, she lowered her arms, leading Sunset’s hands to right above her fluttering heart. She was only halfway through her nod when Sunset pressed her lips against Twilight’s. The redhead tasted like sunshine and sweet candy fireballs. The lips on her own were intensely soft, yet strong, and knew just what they were doing. Sunset stole her breath in a single move, and sent a jolt through her system that melted away all the tension. Her lips moved at Sunset’s direction, following, chasing those pink lips and sweet taste. One of Sunset’s hands let go of hers, those strong fingers grazing over the top of her left breast.

In all the books she could remember reading, Twilight had heard of kisses described like a dance, like a waltz where partners traded off the lead. It was a practice in equality where either partner could direct. But this kiss was nothing like that. This kiss was a tango. Sunset led, pushing, and directed where their lips went and how they moved. Sunset dictated the tempo and left Twilight to follow and interpret the moves. She had to anticipate and react to the application and release of tension, suction and tongue. Sunset was the source and she was the receiver.

Sunset dragged her loose fingers lightly across Twilight’s chest to the edges of the girl’s bra. Twilight’s skin was soft and she wanted to touch more of it. For a girl that’s never been kissed, she does it well. Sunset slowed down, letting Twilight catch up to her before she pulled back slightly. She smiled when the other girl continued to chase her mouth, hungry for more, until Twilight fell back in her seat. Sunset slipped her fingers under the edge of the lace and cotton straps of Twilight’s underwire. “Ready for more?”

“Y-y-es! Please!” Twilight gasped, pressing Sunset’s other hand against her midriff.

Sunset giggled and slipped her free hand around Twilight to the bra’s clasp. Twilight arched her back to give Sunet better access, pushing her newly developed chest forward. Wow, they really did grow. Definitely more than a handful. While Twilight’s breasts didn’t seem particularly large, the magic that had created them made sure they were perfectly formed and proportional. She could even see Twilight’s nipples standing at attention through the heavy cloth of the cups.

Sunset was about to compliment Twilight on them when a thought occurred to her. She stopped where she was with loosening the bra clasp and looked up into Twilight’s eyes. “Twi...you are okay with this, right? I’m not...moving too fast am I?”

Twilight squeezed Sunset’s hand, but she couldn’t hold the girl’s gaze, and looked down at herself. “No...yeah. I mean...maybe a little fast?” She looked past their hands to her lap and the very obvious effect Sunset was having on her. “The kiss surprised me.”

“It was good!” She quickly amended herself and looked back up. “I liked it. I liked it a lot! But...you caught me off guard. Maybe next time, give me a little time to ready myself? I don’t want to stop, Sunset. Not at all...but I want to give myself, not be...taken, if that makes any sense?”

Sunset sighed, smiling and leaned forward to touch her forehead to Twilight’s. “I understand, Twi. I’ll try to slow it down. I just...I just wanted to make you feel good and I got too far ahead of myself. Kinda like at the Games when I blew up on you for the whole accidental magi—!”

Twilight cut off Sunset with a quick, awkward kiss. “Let’s not go over that stuff now. Neither of us is blameless, Sunset. Right now...I just want you to…” She paused, her voice going quiet as she pushed their hands lower along her stomach and below her navel. “...lead me.”

The former unicorn watch their hands drop, holding her breath as they inched closer to Twilight’s penis. Twilight stopped right above her crotch, slowly releasing her hand to rest lightly on the sensitive skin there. Sunset let go of the breath she was holding and flashed Twilight a reassuring look. For all the bravado of the kiss earlier, her experience with that specific piece of anatomy was severely limited. She knew, on an intellectual level, how it worked and how it was generally used for sex. But knowing, and doing were two very different things.

Sunset swallowed and spread her fingers out over Twilight’s stomach, switching her attention. Boobs. Boobs, I know. Boobs are safe. She undid the clasp holding the bra on at last, grinning at Twilight’s pleased intake of breath. The girl slipped out of her lab coat and Sunset helped her ease out of the last piece of clothing, leaving Twilight completely nude before her. She’d been right about Twilight’s new breasts, they looked amazing and fit her trim frame like they were meant to be there.

“Wow...you are lovely, Twi.” Sunset eased herself forward fractionally, and palmed the left one. It felt firm, yet pliable with a not insignificant amount of heft to it. The nipple that topped it was darker purple than the surrounding skin, the areola pebbled and the nub itself stiffly at attention. “You’re lucky that you got these from that magic influx instead of the wings.”

“I would...have...ung...accepted the wings.” Twilight gasped again when Sunset’s thumb did a small circle on top of her nipple. “But...mmmmm...I’m not complaining!”

Sunset giggled, teasing the nipple with her fingers. “Hmm...these are pretty sensitive. Is that new?” Her hand cupped and lifted the breast, massaging it. Her other hand slid across Twilight’s belly to her hip and gripped the purple girl there forcefully enough to make the skin lighten up and Twilight gasp again.

“Y-yeah they are a lot...more sensitive! When I f-first transformed back with them, my shirt felt like sandpaper. Is that normal?” Twilight let her head fall back, back arching again as she tried to push herself more into Sunset’s arms. “The next few days were pretty dicey. I not only got new breasts, but completely new erogenous zones too! Everything that touched me was like electricity across my skin...but a lot more pleasant than that should be. I had to keep on my most restrictive underwear to keep from showing!”

Twilight hissed through her teeth when she felt a hot, wet tongue laving over her nipple a second before Sunset’s lips encircled it. Sunset started to suckle and kneed at her, sending wave after wave of pleasure through her and making all of her pores open at once. “Oh god, Sunset! Pl-please...hnngg...don’t stop!”

Sunset sucked in more of Twilight’s flesh into her mouth, rolling her tongue hard against the nipple. She pressed the nub against her top teeth, running over the hard edge there. Twilight jumped in her arms, squealing and cooing. Her fellow nerdy girl’s hips bucked spasmodically, the muscles under the hand on Twilight’s hip flexing hard.

Twilight tasted sweet to her. The girl’s body moving to give her access to any area she wanted. Sunset focused on Twilight’s breast, working the nipple and surrounding skin to tease more moans out of Twilight. She was just starting to wonder how wet Twilight was when a strong spasm brought Twilight’s hips off the chair and something tapped her on the underside of her own breast. Oh yeah...penis. Don’t think about it, Sunset. Twi is Twi...just focus on her. Make her feel like a real woman now, deal with…that later.

Sunset let Twilight go with a slurp, her hand capturing that breast while her mouth switched to its twin. Assaulting both of them sent another powerful quiver through Twilight, forcing the girl to grab the armrests on the chair with a deathgrip. Twilight writhed under her, purple knees rising and turning before falling back into the trap formed by Sunset’s legs and the chairs. With each twist of Twilight’s hips, Sunset worked her other hand around and behind Twilight. She grabbed a handful of cheek and squeezed it hard before letting the other breast free to speak.

“Mmm...I want to see if this is just as sensitive as you are up front.” Sunset giggled, smiling at Twilight’s flushed face and skewed glasses. “I like a girl that reacts so strongly...heh...it’s nice to have a girl respond at all.”

Twilight swallowed, breathing hard and fast, but she returned the smile. “I-I know you said...I don’t have to a-apologize for anything,” she straightened her glasses with a shaky hand and looked down at herself, “but sorry I’m not a full girl…”

“Hey, you’re a girl to me, Twilight.” Sunset touched her forehead to Twilight’s. “What I’ve got in my hands feels as feminine as my own.”

“Yeah...but you keep avoiding my dick, Sunset.” Twilight took a deeper, slower breath, forcing herself to sit up straighter in her chair. “I don’t blame you. I mean, you like girls and I’m...not…”

“No.” Sunset sat up with Twilight, her hands going to Twilight’s waist. “I like you, Twi. Dick and all. I’m just...still processing that.” Sunset smirked, tilting her head to the side and looking down at the hard-on between them. “It’s...I don’t know how to describe it without sounding like an idiot.”

She bit her lip, thinking for a moment before she turned back to the desk and reached for the top drawer. Inside there were several pens, paperclips and other small instruments useful for note keeping and pulled out a transparent plastic ruler. She turned back to Twilight and gently took the girl’s penis in her hand.

Wow, that’s warm. Soft but hard. I know it’s just a structure of blood filled chambers, but I can see why humans sometimes call them ‘boners.’

Sunset looked up into Twilight’s eyes when she heard the girl’s sharp intake of breath, but quickly looked back down and placed the standard issue ruler next to Twilight’s penis. “Okay, it’s...uh...huh.” She turned the ruler to the side and pressed it against the tight skin along the shaft. “It’s...bigger than I thought.”

Twilight chuckled quietly, her eyes on Sunset’s hands. “Well, I had only just started on the hormones.”

Sunset moved the ruler further up, away from the base to the bottom of the glands, checking the width as she went and dully noted that Twilight was circumcised. “So...bit more than average. I think?”

Twilight shrugged. “Average-ish. Look Sunset, I know this is confusing. No one is more confused about my body and how I feel about various parts of it than I am! Just say whatever feels natural, I guess. It’s not like you’re going to insult me with a compliment.”

Sunset frowned, slumping in her chair, and let go of Twilight. “Well...then this is going to sound weird, but I think it’s cute. Not like a baby sort of cute, but like a girly sort of cute and that doesn’t make sense like it did in my head.” Sunset gestured with the ruler as she spoke, pushing forward with her train of thought. “I feel really embarrassed and really honored that you even told me and I desperately want to know if it’s weird that I’ve never seen one up close or in person before. I want to say something cool but I can’t and I want to go through with this, but I’ve never done anything with a penis before!”

Twilight blinked wide, shocked eyes at Sunset. “Whoa. And here I was sitting here hoping you wouldn’t notice just how nervous and confused I was. It’s okay, Sunset, really. But are you sure you want to continue?”

The redhead nodded, keeping her mouth closed. Sunset’s cheeks burned, but she forced herself to put the ruler away instead of sitting there . Having Twilight see her lose her cool wasn’t something she’d planned. I need to salvage this. Somehow.

“Do you really think it’s cute?”

Sunset froze, the drawer half closed with the plastic ruler inside once more. She nodded again and looked back without turning her chair. Twilight’s dick was already starting to wilt, but the girl was smiling hopefully. “Um...yeah. I do. In general, I’ve always sort of associated them with stallions and male things I’ve wanted no part of, but your’s is...cute. I could see myself being okay with it...like in a sexual way.”

“I swear I’m not picturing that in my mind.” Twilight’s grin turned nervous, and her now half-staff member twitched. She gripped the armrests on her desk chair again, squeezing the rubber and foam until it squeaked in protest. “I swear.”

Sunset arched her eyebrows at Twilight before a smirk spread across her face. “Pfft!” She closed the drawer on the desk and turned back around when an idea struck her. “Hey, how about we get more comfortable than these chairs allow for, hmm?”

“They are a little hard on the tailbone and lower back if you don’t sit with correct posture.” Twilight pushed herself up, twisting to look at the chair she was sitting it. “Correct posture doesn’t really lend itself to...uh...sexy stuff, does it? But I doubt the floor would be any better—or cleaner—for that matter.”

“I can do you one better than the floor, trust me!” Sunset stood up, pushing her chair back under the desk. “I’ve spent more nights than I care to think about in here, waiting for test results, or just because it was too late to try and get home only to come back the next day. So I spent some time to make sure I could at least be comfortable.”

She walked past Twilight toward the rear of the computer lab and opened the supply closet. Inside it was filed with several plastic shelves with clearly labeled bins of spare parts and testing equipment. However, on the floor of the closet, there was blue CHS branded bean bag with a thin folded blanket and even a small pillow neatly stacked on top of it. Sunset grabbed her makeshift bedding and pulled it out into the main room, dragging it into the corner between the desk and rack of CPU cases.

“Tadah!” She tossed the blanket and pillow on the desk and turned around to flop down on the oversized bag, her lab coat flaring out over the well-used pleather exterior as it puffed out under the student’s weight. “It’s not much, but it’s a lot better than falling asleep in your seat while waiting on a spectral analysis to complete and print.”

“I can’t believe you sleep in here.”

Sunset shrugged, scratching her head sheepishly. “Yeah, it’s not my coolest moment.”

“No, nonono!” Twilight stood up suddenly, her chair rolling backwards until it hit a wall. “I think that is so...soooo metal! I used to sleep in my lab at Crystal Prep too while I was working on my exotic energy detector. So much so that Dean Cadance used to—oof!”

Twilight stepped forward, her long socks catching on Sunset’s discarded skirt and underwear, the cotton slipping on the silk like it was ice. Twilight pitched forward, arms pinwheeling for balance until she toppled over. The fall knocked off her glasses and knocked the wind out of her, but the landing was a comparably soft one. She groaned into the pleather, laying still for a moment.

“Talk about not-cool moments…” Twilight lifted her head and smiled weakly up at the the red and gold blur that had to be Sunset. “My bad.”

Twilight blinked, tensing where she was when she felt Sunset shift to pull out an arm that was trapped under her. Whoa...those thighs are pillowy soft. She has to jog or do yoga or something. Note to self: inquire how she gets her legs to feel like this. Twilight opened her mouth when the world suddenly came back into focus thanks to Sunset slipping Twilight’s glasses back onto her.

“Better?”

“Yeah...thanks.” Twilight swallowed, feeling her cheeks flush again as she looked up at Sunset’s smile. From the girl’s lap, Sunset’s chest looked even more prodigious, the loose top covering it hugged sunset’s curves and contrasted with the white lab coat to further accentuate Sunset’s hourglass figure.

The lower part of said hourglass was currently sandwiched between the bean bag and Twilight’s body. Twilight tensed again as she became hyper-aware of what was touching what, of Sunset’s smooth legs pressing against her belly and crotch. Her penis twitched again.

“Maybe I should get off…?” Twilight started to rise, but Sunset gently placed a hand on her back.

“Actually, why don’t you stay right there? I’m comfortable, and I can’t complain about the view.” Sunset’s smile widened, her hand on Twilight sliding down that purple back to where the spine curved and the swell of Twilight’s butt started. “I’m still interested to see if this is as sensitive as those new boobs are.”

Twilight giggled awkwardly. “Um...sort of? It’s always kind of been something IiiAAAhhhahhgk!”

Sunset ran her hand up and over the peak of Twilight’s ass, her fingers fanning out to touch as much of cheek as she could. She squeezed, digging her fingers into the supple flesh and pulled on it lightly before letting go and watching the cheek jiggle. “Yep...pretty sensitive, huh?”

Twilight responded by pushing her hips back and up where Sunset could get a good look at them. She bit her lip and groaned when she felt the hand come back and caress her softly. By the time she relaxed back down into Sunset’s lap, Twilight could feel her erection once again throbbing and stiff. The head slapped against her belly, getting trapped between it and Sunset’s thighs a second later.

She jumped when she felt Sunset move one leg, rubbing against her tip. Before she could even gasp, there was another slap—this time loudly—when Sunset’s hand swung down and across her butt.

“Hmm, looks like she likes it.” Sunset chuckled, watching Twilight arch and twist. She moved her leg again and landed another swift strike on the side of Twilight’s butt nearest to her. She didn’t bother to put much strength into it, instead letting the momentum do most of the work and just grazing the surface of Twilight’s skin. “I think we’ll need to test this theory out though. Collect more data.”

Her test subject whimpered plaintively, grinding her hips to angle Sunset’s target for the next slap. Sunset smirked and didn’t leave Twilight wanting. She made a low angle swipe, getting full palm contact this time. She repeated it, again and again. Each time, Twilight would gasp and moan deeply into the bean bag. After one particularly solid spank, Twilight yelped, driving her hips hard down and away from Sunset’s hand. Sunset flinched, holding her hand up. “Are you—?”

“Please, more!” Twilight rocked back, her eyes fluttering closed from the dual sensations of tingling from the spanking and the friction on her cock between Sunset’s legs. She gasped and jerked again when she was rewarded with another loud slap. She hadn’t been spanked like this since she’d accidentally broken a plate when she was five.

It certainly hadn’t felt this good back then.

Sunset, for her part, was merciless. No matter which way Twilight turned or twisted, Sunset managed to land a clean a hit and turn her flank from purple to red. The sharp pain vanished, replaced with warm, almost buzzing feeling that radiated across her body in pleasurable waves that made everything else she was feeling all the stronger. The air and slick bean bag felt cool against her skin. Her hair tickled at her shoulders and throat. Sunset’s legs were hot as fire and every jerk of her spine made her penis plunge deeper between them. The warmth and the friction pulling at her in ways she didn’t understand on any intellectual level. She just wanted more.

Wanted release.

Sunset brought her hand down again, watching the heated flesh ripple underneath it. Instead of going for another spank, she flexed her fingers, caressing Twilight’s butt gently and coaxing a mixed groan and sigh out of the girl in the process. Sunset could feel Twilight’s quickened breathing and the hard, hot thing that was wedged between her legs. She moved her legs slightly and Twilight shuddered in response, the human’s face a mask of blissful pleasure behind steamed-up glasses.

She giggled, watching Twilight grab one of her own breasts and roughly play with it in-time with Sunset’s caresses. She slid her hand across Twilight’s firm ass to the other cheek, squeezing and fondling it. Her other hand came up Twilight’s legs, just her fingertips grazing the skin, until she reached the point where leg merged with torso. The skin there creased, defining the succulent backside from those equally smooth and thick thighs.

From behind, Twilight looked almost flawless and almost flawlessly feminine. The only hint of masculinity Sunset could find, besides the hard dick rubbing against her legs, was the swell of testicles that peaked out at her from between Twilight’s legs just below the ass. They looked taut, full, and like the penis they were paired with, bigger than she would have guessed at first. Even though she was still processing the whole ‘lacks of a vagina’ aspect of her companion, she did have it admit Twilight’s balls were oddly adorable.

In her mind, Sunset felt detached, as if she was watching herself do things without direct control over her own actions. She registered that she was touching Twilight’s sack, gently testing how it responded to being cupped and massaged. Twilight grunted through clenched teeth, her panting becoming more pronounced when Sunset traced the curve of one testicle with her thumb.

She liked that sound. She wanted to hear more of Twilight’s repertoire of moans and squeaks. Sunset grinned and pulled tenderly at the balls in her hand while she also slid the middle two fingers of her other hand between Twilight’s cheeks, right over the tightly puckered hole there. She pressed against the entrance and spread her fingers until she could see a little of that internal pink.

“S-Sunset!” Twilight rocked at the sensations her body was experiencing, Sunset’s ministrations starting to push her to edge. Between Sunset’s thighs, Twilight could feel things starting to get slick as she began to leak pre-cum. She could also feel those primal urges and desires threatening to overwhelm her logic centers, but she wasn’t completely gone yet. “Not dr-dry, ple-please!”

Sunset cooed, running the tip of one finger lightly along the rim. “Don’t worry, I’ve got this.” She let go of Twilight’s balls and fished into the large pocket of her labcoat. Spending an inordinate amount of time in the lab at the school had instilled a habit of keeping common objects and tools in them so she didn’t have to go far for supplies. One of the most common things she needed was one of the most basic of safety equipment; a blue, unpowdered neoprene glove for sanitation. Sunset also fished out a small gel applicator filled with a sterile water-based lubricant she found useful when attaching the glass beakers to the rubber tubes when her magical research went the chemistry route.

She gave Twilight’s backside a parting swat, a broad grin on her face as she pulled on the tight glove. When Sunset let the stretchy plastic go, it snapped loudly against her wrist, and she could feel the other girl tense and the flow of Twi’s pre increase. The fluid covered most of her inner thighs and was starting to leak down under her to the beanbag and toward her own heated center.

“Spread your legs for me.”

“Wha?” Twilight rolled a little onto one shoulder, trying to look back at Sunset through glasses that were only nominally still on her face. She complied though, opening her legs a little bit. “Like this?”

“No, wider.” Sunset slapped Twilight’s rump again with her gloved hand. She pushed Twilight’s thighs apart further and reached in between them both to gently pull out Twilight’s penis. Sunset ran her thumb over the head, collecting some of the natural lube. “Do you tuck? I don’t want to hurt you, but I get the feeling you’re getting close, Twilight, and since neither of us carry condoms in our labcoats—I assume…”

Twilight’s eyes went wide when Sunset grabbed her, wider still when Sunset did that thing with her thumb. A second later she started giggling at the shock of Sunset’s implication. “Heh...no...I-I don’t carry c-c-condoms around with me...snrk! Good thinking...safety is rule number one in the lab!” Twilight laughed and brought her legs back together, effective trapping her dick behind her own thighs. She sighed blissfully, squeezing one breast while Sunset’s fingers stayed wrapped loosely around her shaft. “Plus...if it means you play with me a little longer, I don’t mind at all.”

“I want to hear you moan for me, Twilight.” Sunset twisted the lube applicator’s top off, clamping it steadily in her gloved hand to get a decent amount of the clear semi-liquid onto her fingertips. “You ready for this?”

Twilight bit her lip and moaned loudly for Sunset, kicking her legs, and reached back with one hand to part her cheeks. She pushed her hips back and up, offering Sunset full access.

“I’ll take that as a ‘yes.’”

Sunset tossed the applicator to the side and worked her fingers together,spreading the lube on her glove before gently smearing it across Twilight’s butthole. The girl jumped a little at her touch, but Sunset kept going, making sure every inch, every little crevice of Twilight’s entrance was covered. The soft, pliable pucker opened and closed reflexively, accepting the tip of her middle finger without a hint of resistance until it was buried up to the second knuckle.

Twilight switched up her grip to her breasts again, pinching her hardened nipples. She could barely think straight, all she wanted was more. Her balls were already tight and straining, her flow of pre-cum staring to slow as her release started to really build. She was no stranger to the relief brought by masturbation, but this was something wholly different. She’d never leaked like this before and the multiple sources of sensations was far more than she’d ever achieved with her own hands.

Not to mention I’m about to loose my virginity...officially, anyway. Twilight coo’ed when Sunset pushed past the second knuckle and hilted the finger. Best. Friday. Night. Ever!

Sunset grinned, giggling to herself at the way Twilight was working against hand. “Mmmm...I think she likes it.” She turned her finger, twisting her hand around and massaging Twilight’s inner walls. Now if I recall my human anatomy correctly...there should be a prostate gland in here. It’s like girl’s g-spot. Right?

Sunset racked her mind for information, but all she could pull were some vague things she’d heard in the school locker room and online. Both sources renown for their reliability, especially when it came to topics like human sexual characteristics. But she still felt fairly certain that there was ample circumstantial evidence that the prostate gland was there and that humans like it to be stimulated. Just got to find the bulg—there it is!

“MmmNughAh!”

Sunset rocked back on her beanbag when Twilight bucked and the penis she’d almost forgotten about got even more turgid in her hand. The clear liquid that had seemingly stopped suddenly erupted again, splashing her fingers with warmth. Sunset licked her lips, clenching her legs tightly together and shifting under the writhing human on her lap. Goddess, I wish humans came with three hands or a tail...I could really use something down there right now. I’m soaked just as bad as Twi!

She ground her butt into the vinyl of the beanbag, clenching her legs together to work up a ridge of the material she could properly grind against. It took a bit of wiggling, but she eventually had a folded point to rub against and a raise edge that fit snugly between her lips. That’ll take the edge off at least… Sunset bit her lip, sighing as she got comfortable and settled into a rhythm, her hips rotating slightly.

“Mmmmm...ready for more, Twilight?”

“Hnngg...gods, yes!” Twilight groaned, pinching her nipple and hefting her breast close enough to lick. “I’m sooo close, S-Sunset!”

The redhead pulled back her probing finger right to the rim, spreading Twilight’s ass a little before adding her ring finger and plunging back into the depths. She worked both fingers like a piston, passing over the prostate with her gloved fingertips on each downstroke. Twilight continued to send her incredibly pleasant signals just like any girl or filly Sunset had ever known, the only confusing part was the hot and hard penis held loosely in her other hand.

“Twilight is Twilight…” Sunset mumbled to herself, her eyes tracing across the human’s smooth, erotic back bend and those full hips, to the undeniable male equipment attached between those sexy legs. If this is going to work between us...you’re going to have to get over this, Sunset. Is Twilight’s heart worth it though?

Twilight’s dick twitched in Sunset’s palm.

Twilight’s core bent and twisted across Sunset’s lap.

Twilight’s passion called to Sunset’s.

“Yeah...you are worth it.”

Sunset grinned, her will steeling itself as she tightened her grip on the purple phallus. Working her gloved fingers in and out, Sunset started to move her other hand in time. Pull out to the rim, down the shaft to the hilt. In as deep as she could reach, up to the tip and gently squeeze the glands. Back and forth, in and out, in perfect sync and rhythm. For a single beautiful moment, she was playing Twilight like a finely tuned instrument, hitting all the right notes in a symphony of sensations.

Then it ended in crescendo when Twilight’s back arched, bowing the human girl nearly in half, and she came. Thick ropes of pearlescent semen flew out onto Sunset’s fingers and Twilight’s own thighs and high socks. Every muscle in her body tensed at once, except for the muscles on her groin, which were spasming uncontrollably in and around Sunset’s fingers. Her ass flexed, gripping at the lubed fingers inside her while her dick jumped in time with each spurt. The wave of pleasure that had crashed over her moments ago was back and having its way with her mind, washing away all but instinct. Instinct told Twilight to scream and she gasped when her lungs could work again.

Coming back down from that orgasmic high felt—subjectively to her obviously shaken psyche—like forever as her body went about rebooting its various systems. Twilight groaned into the beanbag, lifting her head and fumbling at her face until her glasses were more or less back where they belonged. “S-Sunset? That was...aw-awsome!”

Twilight rolled to her side, a wide lopsided grin on her face. She didn’t even care if it looked weird. All that mattered at the moment was savoring and sharing the experience she’d just had. Twilight took a deep breath, trying to slow her heart rate and relaxed into the beanbag’s soft embrace. “Sunset?”

The former pony blinked, examining her hands. One was covered in rapidly cooling white seminal fluid, the other in a glistening blue glove. She sat there, motionless, for a second before gently taking the edge of the glove and peeling it off. Sunset was careful to not get anything on the now ungloved hand and set the the slick neoprene aside on the counter.

“Sunset? Are you okay?”

Sunset looked up at the sound of her name, snapping a smile at Twilight, her cheeks getting even more flushed. “Oh! Uh...yeah, I’m okay. Better than okay! I’m just...uh...you know, internalizing. Plus, I uh, needed a clean hand for myself.” She let her hand drop to her wet lap and slid it between her legs to find her clit. When she hit it, Sunset’s eyes fluttered and she sighed loudly. “Oh yeeeeaaaahh…”

“Oh.” Twilight blinked, watching Sunset start to play with herself for a moment before slipping off and then next to the other girl. She snuggled in close to Sunset, one hand gently touching a golden colored leg. “You know...I could do that for you.”

Twilight purred seductively for a split second, when she suddenly sputtered, frowned and pulled back a bit. “Although, to be honest, I’ve never touched a vagina before…” She chuckled nervously. “But I am a fast learner!”

Sunset slid down the beanbag a little, spreading her legs now that Twilight was off of them and bite her lip while slapping her nub. She groaned in pure bliss and sighed again before smirking at Twilight. “Well, yours was the first penis I’ve ever touched, and I don’t think I did a bad job, right?”

“No!” Twilight laughed, wrapping her arms around the red head in a tight hug. “It was fantastic! I’ve never felt like that before, Sunset...or uh...orgasmed that hard either. I’m going to need a lot water pretty soon from the look of your hand and what I felt hit the back of my knees.”

“Drinks and a shower for the both of us.” Sunset giggled at the wet sounds her sex was making each time she slapped it and made her mons jiggle. “But first...I’m gonna need to finish up. Watching and listening to you has me turned on all the way to eleven!”

Twilight chuckled, still holding Sunset close and looked down at the action. She loosened her grip a little and dropped her hand back down to Sunset’s lap, just below the navel, and waited to see if Sunset would react negatively. Sunset didn’t stop her, but Sunset did stop moving her hand, pulling it away with thin strands of viscous juices stretching between palm and pussy.

“It’s...I’m all yours, Twilight,” Sunset cooed quietly, looking Twilight in the eyes, “if you want.”

“I don’t need to be told twice!” Twilight smiled and they both watched as she slid over the last few inches of belly and groin until she reached Sunset’s blazing hot, soaked, slit. Twilight narrowed her brows, exploring Sunset’s labia and outer lips. She looked at Sunset when the girl gasped at little. “Like this?”

Sunset felt like she was melting, all of her body going loose and limp. Her head lolled back and she let it sit there for a moment. “Oh babe…just like that!” She growled low in her throat, the lust she was feeling thick on her tongue.

“You know,” Twilight giggled, her mind uncertain of what to do beyond rubbing at the start, “I’m pretty sure this isn’t how most relationships start. Are we supposed to wait until the third date before awkwardly feeling each other?”

“We...we always...we always were ad-advanced students, Twi.” Sunset moaned and started to pant. “You’re not sorry...about what we’re doing, a-are you?”

“No...I’m just loving to be with you like this, Sunset. I’m loving being accepted for what and who I am for a change.” Twilight smiled again, her limited carnal knowledge prompting her to spread Sunset enough to get to her entrance and massage there. She laughed quietly when Sunset’s eyes nearly rolled back in her head.

“Thanks for being my first.” Twilight whispered, barely audibly. She watched Sunset eat up the attention coming directly to her vagina, then Twilight leaned in and kissed Sunset sweetly. Unlike their first kiss, this was tender and soft, a give and take kiss like all the media extolled as the ‘right’ way to do it.

Then Twilight accidentally hit Sunset’s clit with her thumb.

Then she learned Sunset bit.

And that she was okay with that.

***

Getting dressed up and picking up her girlfriend for a date wasn’t how Sunset usually enjoyed her Saturday nights, but it was something she could see herself getting used to. She rang the bell on the door to the dorms Twilight had moved into since starting at CHS. Not for the first time, she thank her lucky stars she wasn’t picking Twilight up from the girl’s parent’s place. That was a whole set of awkward conversations she’d have to deal with eventually, but for now she had enough on her mind.

Sunset checked her reflection in the glass view window by the door and straightened her tie for the millionth time. “I hope this was a good idea.”

If someone had told her a week ago that she’d go buy a new outfit for a hot date, she wouldn’t have thought it’d come in charcoal with crisp pleats in the pants and a snappy looking red tie that matched her hair. No that anyone would mistake her for a guy in the suit. It fit her well enough but the shirt was tight over her chest and the pants were not designed for someone so generously endowed of the backside.

At least she didn’t look stupid. She hoped, anyway.

The buzzer on door beeped and Sunset heard Twilight’s voice squeak through its miniscule speaker. “Sunset, is that you?”

“Yep.” Sunset grinned nervously, even though she knew Twilight couldn’t see her. “The movie starts in less than an hour, Twilight. Are you ready to head out?”

“I’ll be down in just a minute!”

The redhead sighed again, stuffing her hands into her pockets. If nothing else, she had to admit the huge pockets were a plus. She hardly even needed her usual small purse. She was just starting to think this whole thing was silly when the door opened and out stumbled the most beautiful girl in the world.

Twilight had on a dark dress, one thin strap slipping off her shoulder as she all but fell through the door and into the waiting arms of Sunset. She gasped, her cheeks flushing, and smiled awkwardly up at her girlfriend. “Sorry, still getting used to these heels.”

She looked down her stocking clad legs at the shoes she’d sourced just for this date. The heel was really only a little higher than the normal pumps she wore, but it was a brand Dean Cadance swore by when it came to accentuating one’s legs. She lifted one foot and adjusted the ankle strap there slightly, before Sunset’s attire suddenly became apparent.

“Whoa!” Twilight blinked wide eyes, standing again on her own to get a better look. “Sunset...are you wearing a suit?”

“Uh...yeah.” Sunset’s nervous grin quivered at the edges. “Surprise?”

Twilight stared at Sunset in silence for a moment before glancing up with a slight frown. “Is it bad that I think you look better in a suit than I ever did?”

“You’ve worn suits before?”

“Only once.” Twilight grinned, her voice soft and playful. “I was a kid and it was for a special thing with an older family member that was less accepting of my dress collection at the time.” She leaned in, grabbing Sunset’s tie and running it between her fingers. “I don’t even know how to put on a real tie! Mine was a clip-on.”

“I almost went with the clip-on.” Sunset admitted, the tension in her shoulders leaving in face of Twilight’s smile. “But I figured if I was going to dress up like this, I should put in the effort to do it right. I totally get what you meant last week at the lab about being happy you could wear regular underwear. Finding boxers that both fit over my hips and then doesn’t fall right back off was a challenge!”

“Oooh?” Twilight’s eyes sparkled in the fading dusk light. The sun was completely down, and the sky was almost lost to the night already, the first street lights turning on at the dorm entrance. “I’d love to hear about your adventures in clothes shopping. We can compare notes!”

She giggled again, wrapping her arms around one of Sunset’s. From afar any passerby could easily mistake them for a normal couple of young college students. Albeit Sunset’s big hair might raise an eyebrow or two. Twilight leaned away, tugging Sunset in the direction of the parking lot and Sunset’s car. “You can tell me about it on the way to the theater.”

Sunset chuckled, letting herself be dragged along. “I’m glad you’re taking this well. I...uh...wanted to show you that I was okay with…”

“With me essentially doing the same thing?” Twilight looked up at Sunset as they walked. “That’s sweet, really, but you didn’t have to do this for me, Sunset. You look good in everything!”

“Heh...thanks.” Sunset lengthened her stride, pulling Twilight up against her as the stepped out onto the asphalt of the dorm’s parking area. Her car wasn’t far, and it beeped when she clicked the button on the key in her pocket. “But I wanted to, Twilight. I wanted to show...you know...solidarity. I got your back until and after you make the full transition. But I still have some catching up to do on the topic myself...so forgive me if I screw up now and then, okay?”

Twilight stopped under one of the dimly lit street lamps, smiling at Sunset. She reached up, gently cupping Sunset’s jaw in her hands. “Hey, we’re both still feeling this out. No one should be expected to be perfect in a normal relationship, let alone one like this. Besides, it’s not like I’ll argue with you if you want to be a little manly from time to time.”

“I am not manly!” Sunset frowned with mock seriousness. “I’m…’butch’ at best.”

“Says the person that literally took me over her knee last Friday.”

Sunset blushed, looking around quickly. There were a few other people making their way into the dorms as the night bloomed, but none of them were close enough to really overhear anything unless she started shouting. “B-b-but…!”

“Yeah, mine.” Twilight giggled again, her voice growing whisper quiet. “Which I’d like to try again, if you’re good tonight.”

Twilight smirked at Sunset’s continued sputtering and leaned to the rest of the way to kiss her gently on the cheek. “I am glad you dressed up for me, Sunset. Makes me feel a little less embarrassed about what I ordered online for you to wear later.” She grinned and skipped back, keeping her eyes on Sunset for a moment before turning around and continuing on toward Sunset’s car.

Sunset—after a moment—remembered how to breathe, her hand coming up to touch where Twilight had kissed her.

“Wait...what?” Sunset looked up after her girlfriend. “You ordered something?”

Twilight’s only answer was to open the passenger door of the waiting vehicle and slip inside.

“Oh c’mon, you can’t just leave me hanging like that, Twi!”