There were three rules that Derpy Hooves had learned over the course of her life. Three iron-clad rules to be followed at all times and that under no circumstances should be broken, lest disaster and misery follow in their wake. They were as follows;

1. Never let Dinky have any form of sugar or caffeine after five in the afternoon.

2. Always have at least one muffin handy in case of muffin-related emergencies.

3. Never, under any circumstances, go to the beach with Carrot Top.

The last of those was the most important rule of all, and yet somehow it was also the one Derpy found herself breaking the most often. She couldn't help it, really – Carrot Top was her best friend in the whole world, and Carrot Top absolutely adored going to the beach. It was probably her favourite thing about summer, and she spent most of the year that wasn't summer purchasing new, custom made swimsuits with which to show off her body at the beach when summer came around.

And holy shit did she have a body to show off.

Carrot Top had been a late bloomer. Up until the middle of High School she had been a homely little ball of fat. But then one summer, out of completely nowhere, puberty hit her like a goddamn truck. All that fat suddenly metamorphosed into soft, supple, very generous curves. Wide, child birthing hips; a spacious, supple ass; just the slightest hint of pudge to her belly. Carrot Top was classically curvy, not in the sense of “obese, but that's okay because I get off on it,” but in the sense that her midsection was softened with a layer of fat just thick enough to provide substance without offsetting the perfect hourglass figure formed by her hips and tits. And speaking of those glorious tits! Each one was easily half again the size of her head, soft and supple without even the slightest hint of sagging. If Derpy didn't know better, she would suspect they were fake. The truth was that a combination of hitting the genetic lottery and custom made, specially enchanted underwear and swimwear had left Carrot Top with breasts that Derpy could only describe as absolutely perfect, just like the rest of her body. She could stare at any one part it for hours and hours and never get tired. And, although Derpy would never admit it to herself, let alone say so out loud, her stares were motivated by more than mere admiration of her childhood best friend's beauty. She often found herself fantasizing.

The two of them, bodies tightly entwined, kissing passionately. Derpy's hands caress Carrot Top's generous ass while the orange earth pony tightly grasps Derpy's shoulder with one of her own, using the other to softly stroke her wings, drawng a soft, sensual “ooh” from Derpy's lips and prompting the breaking of the kiss for only a moment. Derpy resumes kissing, slowly moving down Carrot Top's body, her heart beating faster and faster as she approaches her prize. She removes her left hand from Top's ass, moving it up to viciously molest her right breast. Derpy's lips continue their journey down Carrot Top's torso, moving past her friend's surprisingly slender neck and shoulders (the only part of her body that could really be called slender) and reaching the true goal of her left tit. Derpy breathes heavily with anticipation, the sensation of breath on her nipple sending shivers down Carrot Top's spine. “Come on, Derps. You know how I feel about foreplay. Hurry up and suck me already.” Derpy needs no further invitation, diving right in. She savagely licks, nibbles, and molests Carrot Top's breast, causing the mare to moan deeply and huskily. She wraps her generous thighs around Derpy's leg, rubbing her soaking wet cunt against Derpy's thigh. The pace is slow at first, but gradually her rubbing becomes more and more insistent and her moans louder and more intense. Derpy can't help but grin slightly, and redoubles her efforts. Her right hand more savagely caresses Carrot Top's ass, while her left relentlessly molests her breast. She grabs Carrot Top's nipple and gives it a forceful tug, and finds herself rewarded by a sudden jet of something warm and wet, accompanied by an outright scream of pleasure from the object of her affections. Carrot Top's milk, now copiously and steadily flowing from both of her breasts, is sweet, thick and rich. Derpy gleefully shoves her face into Carrot Top's bosom, drinking deeply of the rich nectar. “D-derpy, don't... I need it.” She pushes Derpy away. “Stop with the foreplay already and fuck me, god dammit.” Derpy can only grin wider. Wordlessly, she turns Carrot Top around and bends her over, giving herself a perfect view of her silky white panties, so soaked with fluid as to be completely transparent. She reaches down and violently tears them from Carrot Top's body, eliciting a sharp gasp from the curvy earth mare. Derpy steadies herself by grasping onto Top's cutie mark, and slowly moves her body back, savouring the sweet, sweet anticipation. Finally, she can't take it any longer; taking careful aim, she plun- “Hey, Derpy, Orange or indigo?”

Derpy jolted out of her daydream and focused once more on reality. “And don't say the green one, because I know it's your favourite and yeah, it goes with my eyes, but it's the sexiest thing I own. You can't just start at the top, you gotta work up to it.” She held the orange swimsuit up thoughtfully. It was a one-piece, though with none of the modesty that one-piece swimsuits typically have. There was a plunging neckline to show off Top's very generous cleavage, and a large hole to show off her midriff. The sides also plunged, leaving the sides of her breasts exposed. Derpy blushed very slightly. “I dunno, the orange one matches my fur and my hair, but that's kinda the problem. I mean, yeah, it's super sexy, but it blends in too well with my fur and so no one really notices it and I end up not standing out as much which is, like, the opposite of the point of the beach. I wanna get ogled, dammit.” She lowered the orange suit and held the indigo bikini up against her body. “Indigo's good for that. It doesn't really match, so it stands out, but it doesn't clash so bad that I look like I'm colourblind, either. Plus it kinda feels like it's shrank a bit. Well, that,” she paused to heft her generous bosom, “or these babies somehow got bigger.” She gave her ass a light smack, causing Derpy to wince very slightly. “Down here, too. The bottom's basically turned into a g-string and the whole thing actually kinda digs into my skin a bit. Yeah, it draws attention, but is that worth discomfort? I dunno, what do you think, Derps?”

“Indigo,” Derpy snapped tersely.

Carrot Top sighed. “Derpy...”

“Yeah, yeah. Sorry, I know I should participate more, but I just don't know as much about this kind of thing as you do,” Derpy lied through her teeth. Of course that wasn't the reason, but it made Carrot Top forget about her friend's obvious misgivings about the whole ordeal and go back to being excited.

“Right, then. Indigo it is! I'm gonna go pack. Have you arranged for a sitter for Dinky? Or are you just gonna make Sparkler do it again, because I'm pretty sure she'd like to have the opportunity to do her own thing for once. Unless you're payin' her, she'd prolly be okay with watching her kid sister if you're payin' her. I mean, I know back when I was her age, I was-”

“I've got it handled, Top. You go pack your stuff, I need to pack mine.”

“Are you gonna be wearing that same pink bikini you always wear? Because I keep telling you that it's super frumpy and you need to get a-”

“I've got it handled, Top.” Derpy grabbed Carrot Top, turned her around, and shooed her out of the room without another word.

“Fine, I know where I'm not wanted,” Top said with an exaggerated pout. She left, and Derpy found herself unable to look away from the sexy sway of her hips as she did.

“... I shouldn't be jealous,” Derpy said, half-heartedly.

If puberty had hit Carrot Top like a twenty ton freight train, then with Derpy a more apt simile was a child's tricycle, insistently bumping her feet until she stepped out of the way and let it pass. She had modest B-cup breasts, just barely above A, that couldn't hope to compare to the glory of her best friend's head-sized rack. Nothing about Derpy could hope to compare to Carrot Top, really. Her hips were almost as wide and her ass very slightly fuller, but that just made her inadequacies elsewhere more apparent. And besides, Derpy was convinced that her butt was lopsided, no matter how much Carrot Top tried to convince her otherwise. Beyond that, her mane and tail were ratty and dry, her wings were undersized, her feathers seemed unkempt no matter how thoroughly she preened them, and she was walleyed. As much as it made her feel guilty, there was a lot for Derpy to be jealous of. Carrot top was absolutely gorgeous and Derpy felt left behind. And, as much as she knew it couldn't possibly be true, there was still a small part of her that worried that Carrot Top was only still friends with her to make herself somehow look even better in comparison.

Derpy decided better of continuing that line of thought. She had packing to do, though she had less of a decision to make than Carrot Top – swimwear wasn't cheap at the best of times, and adding any kind of enchantment could push that price up to hundreds of bits. Carrot Top spent almost all of her spare money on swimwear, but Derpy had two daughters and other things she would rather buy, so she only had the one swimsuit. It was a lavender bikini, nothing as ostentatious as Carrot Top's vast catalogue of beach wear. It bore a simple fitting spell that let Derpy safely ignore watching her figure without having to worry about needing to buy a new one, along with a few other perks. She also grabbed a beach towel, and, after some thought, a spare, which she casually shoved into a tote bag along with her bikini. Satisfied, she looked at the time. “I should have at least an hour before Carrot Top finishes packing. Good.” She quickly tossed her bag onto her bed and darted to the bathroom, shutting and locking the door behind her. She was still hot and bothered from her earlier fantasizing, and it wouldn't do to be that aroused at the beach lest someone notice. She turned the shower on, turning the water as cold as it would get, and then paused.

“... Fuck it. I've got time.” She turned the temperature up. “Hate cold showers anyway,” she muttered as she began to remove her clothing. First was her shirt, then her bra, unceremoniously tossed aside as she reached up to rub a breast. It was barely a handful – she frowned slightly as she thought that she would easily need both hands to even come close to covering one of Top's milkbags. “No, now's not the time.” She removed her pants more slowly, caressing her hips as she journeyed downwards. She tossed them aside, and then moved on to her panties.

She hesitated.

“You've already started, Derpy. Don't give yourself blue balls now or you'll really regret it once Top gets that bikini on. Ugh, why couldn't she have picked something frumpy for once.” Still, despite her words, her hands moved agonizingly slowly. She stopped, and closed her eyes tightly. “Ugh, hate this part. Better just get it over with quickly.” She violently tore her panties down in one go, wincing as the fitting enchantment suddenly vanished the instant she was no longer 'wearing' them. She turned to look in the mirror. “Well, okay, maybe puberty didn't entirely pass me up,” she muttered again as she looked down at her achingly hard, two-and-a-half foot long horsecock.

Author's Note

Inspired by an image by kevinsano, a fraction of which is used as the cover image. It's NSFW, so you'll have to look it up on your own, but it shouldn't be too hard to guess which one because he's done like one picture with carrot top in it.