Sex on the Beach

Cleanup has been easier than Derpy had expected. The cum in her fur was fresh enough that it easily washed out in the already running shower. The walls were easily cleaned in the same manner, though the ceiling proved more challenging. Derpy ended up using Carrot Top's loofah as a makeshift sponge and hoped she got it all. The real problem was the aftertaste her cum had left behind - an unpleasant, strongly bitter taste. She brushed her teeth, and then did so again, more thoroughly, but still the taste lingered like a bad memory and she only had so much time before they had to leave for the beach. She popped a breath mint and mentally filed autofellatio away as a Bad Idea, before quickly drying herself off. She grabbed her panties and set about the somewhat arduous task of getting them back on when there was a knock at the bathroom door.

“Oi, Derps, hurry up, there's only so many hours in a day.”

“Gimme a sec, I'm getting dressed.”

“Right-o! I'll be waiting at the door when you're ready. Try not to take too long deciding what to wear, that's my job.”

Derpy rolled her eyed and carefully pulled her panties on over her cock. The magic that hid her sizable bulge was somewhat finicky. Not being hard made it easier, but she still had to fiddle with getting it in just the right position before her cock seemingly vanished and allowed her to put her underwear on properly. The rest of her clothing was easy in comparison, and in no time at all she was grabbing her bag and heading out with Carrot Top.

“Cab's here!” Carrot Top grinned enthusiastically, loading her bag into the trunk of the chariot. “Now, just to make sure everything's clear, we're hittin' up the local lakes and shit this week and then next week we're heading off to L.P. for a real beach vacation. You've got the time off squared away, right?”

Derpy sighed as she loaded her own bag. “You worry too much, Top. Everything's cool.”

“Fiiiiiine, but don't come crying to me when shit goes wrong.” Derpy giggled as Carrot Top got in the chariot with a huff.

The lake was only twenty minutes away by chariot, so their journey was short. Derpy wasn't a fan of beaches, but the smaller lakes near Ponyville at least tended to have less people. There was still more of a crowd than Derpy would have preferred, but considering she would have preferred no one at all, that was understandable. There was a small shack at the edge of the beach, near the road to town, that contained bathrooms and a pair of changing stalls for beachgoers. Carrot Top led the way, only to pause at the first stall. “Ugh. Looks like someone decided to throw up all over the place.”

“Ick. Is the other stall clean?”

Carrot Top leaned over and looked in. “Yeah, this one looks fine. Come on, let's get changed.”

Derpy wrinkled her nose. “Oh. Uh, I figure one of us'll have to use one of the toilets?”

“Fuck that shit.” Carrot Top grabbed Derpy by the arm and dragged her into the changing room. “We're both girls. Ain't like you've got anything I haven't seen before and it'll give you an excuse to see me naked.”

“I- what?!” Derpy blushed as Carrot Top closed and locked the stall door. “Carrot Top, I don't-”

The orange earth mare turned and gave her friend a meaningful look. “Hon, I'm not blind, and you've never been very good at subtlety.” Derpy sputtered and Carrot Top sighed. “Look, Derps. I ain't exactly shy. You get that, right? Like, I like being looked at. A lot. And you look at me a lot, did you think I didn't notice?” Derpy took a step back and sat down on a bench that was built into the dividing wall between the two stalls. Carrot Top sighed and took a seat next to Derpy, grabbing her hand and looking into her eyes. “This probably wasn't the best time to get all this shit out in the open, huh?”

Derpy fidgeted. “You have no idea.” She looked down at her feet, blushing heavily. “Look, I'll just go to the bathroom to change and we can talk about this later when we're not-”

“Derpy, I love you.”

“... What?”

Derpy turned to look at Carrot Top, expecting her usual goofy smirk. Instead Carrot Top was dead serious, everything about her expression oozing sincerity. She was serious. “I mean, fuck, you're my best friend, right? For, like, three years you were pretty much my only friend.” Carrot Top looked down and hefted her chest. “And then when these happened you were the only person who never treated me any differently. I mean, yeah, you looked, but so would anyone else. 'sides, I like being looked at, and that was the only difference in how you acted around me. So yeah. I guess I love you.” She leaned back, looking wistfully at the ceiling. “Sorry to lay this all on you like this. Prolly coulda figured out a better time, but at least we're alone, right?”

“I, um.” Derpy stared at her friend, baffled by the turn of events. “I don't know what to say.”

“That you love me? Or that you don't, I guess, I figure I could live with that so long as we're still friends, but it'd be awkward and anyway we both know that's bullshit.”

“Yeah.”

“Sooooooo... wanna make out?”

“Carrot Top, this really isn't the best place for-”

“Derps. It's the beach. People come here pretty much specifically to fuck in the bushes and you're turning down makeouts?”

“It's not that, it's just that... uh...” And here was the part, Derpy realized too late, where her secret came out. There wasn't really an option. Even assuming things didn't escalate to sex – which, knowing Carrot Top, was doubtful – Derpy still had to change into her swimsuit, and she doubted Top would be any more willing to let her go change in a bathroom stall now that her feelings were in the open. And even if she did, she wouldn't be able to avoid sex forever and it wouldn't be fair to Carrot Top not to be up front about her extra appendage.

“If it's not that, then what is it?”

“I've got something I need to tell you. Just-” Derpy found herself interrupted by the sound of moaning from through the walls. Carrot Top groaned.

“There, see what I mean? Teens fucking in the bathroom. Presumably all the bushes are taken.” She leaned in closer to Derpy. “Look, I dunno what's up with you, but I know you want this. Shit, you've wanted this for years. Like I said, I've seen you looking at me and I've seen the way you look at me. And all those times I complimented your butt? I meant it, you've got the best damn ass in all of Ponyville. So you want this, I want this, we've both wanted this for years, and whatever thing you've got goin' on in your brain that's making you say no, it can't possibly be worth passing up this chance for even a few hours.” Carrot Top grabbed Derpy by the shoulders and pushed. “So I'm gonna just take the lead and if you don't like it, tough.”

Carrot Top was not what anyone would call fat, but that was only because the considerable amount of weight she had was concentrated in the exact right areas. She was still a very heavy pony, and Derpy found herself pinned under her considerable bulk. Carrot Top was deceptively dextrous, and had managed to, in the few seconds it had taken her to shove Derpy over she had managed to twist her around so that the two were facing each other, their faces centimetres away from each other. Carrot Top was breathing heavily, almost panting, a slight blush on her face. “Sorry about this, but like I said, I ain't waiting any longer.” With that, she closed the final gap and they kissed.

Really kissed.

This wasn't a fantasy. This was actually happening in real life. To say the realization hit Derpy like a ton of bricks would be an understatement; it was more akin to a runaway freight train jumping the rails and ploughing its full bulk, hundreds of tonnes of steel and fire directly into her face. Derpy moaned into the kiss, deep and sensual and long. Her mind still knew that this was a bad idea, but her mind was no longer an active player in events. Her cock, though still concealed by the special enchantments on her underwear, was so hard that it hurt. Her balls throbbed dully as more and more blood flowed into her lower body. Behind them, sexual fluids veritably gushed from her pussy. Derpy's arousal was preventing any real coherent thought.

So she decided that fuck it, instinct can take over. If this was going to happen anyway, she might as well enjoy it.

The first thing instinct did was decide that the shirts had to go. She wanted to see those glorious tits in all their glory in the flesh. She reached down and grabbed the bottom of Carrot Top's shirt, roughly yanking it up. She broke the kiss only for as long as she needed to to pull the short over Carrot Top's head before removing it completely. She resumed the kiss as she reached behind Top's back to fiddle with her bra.

Carrot Top groaned into the kiss, forcing her tongue deeper. She reached around behind Derpy and gently caressed her wings. Derpy's wings flared wildly at the attention, and there was a loud snapping noise.

“Uh... oops. Sorry.”

“It's okay, I've got plenty more bras where that one came from. Get as rough as you like.”

Derpy awkwardly discarded the now broken bra as Carrot Top got off of her, putting her breasts in full view. Derpy stared at them, wide-eyed, her mouth hanging open ever so slightly. Without the enchantment in her bra, the effect of gravity pulled them down ever so slightly, giving an obvious visual indication of their weight without marring their perfection. Her nipples were a different shade of pink than Derpy had pictured, and also were larger; each one jutted out more than an inch, and the whole thing, aerola and all, had to be at least three inches across. Carrot Top smirked, and hefted one slightly. “Like what 'ya see, Derps? Don't worry, they're aaaaaall yours.” Derpy tentatively reached forward and grabbed one. It was soft and supple, with a slight firmness to it. She squeezed gently, drawing a soft moan from her companion. “Come on, you can do better than that.” Derpy responded with a more forceful grope, eliciting a more forceful moan from Carrot Top. “Yeah! Now that's more fuckin' like it!”

Derpy leaned forward and gave Top's left nipple a kiss. And then another, before enveloping it entirely with her mouth. Her right hand kept hold of the breast, keeping it steady while she gently sucked and nibbled at Carrot Top's teat, while her left hand moved downward, slipping into Carrot Top's pants. Carrot Top's cunt wasn't hard to find, leaking almost as much as Derpy's was. Derpy firmly pinched Carrot Top's clit, causing the earth pony to spasm and wrap her arms tightly around Derpy.

“Mmmmmmfuck yeah do that again!”

Derpy was all too happy to oblige, pinching Carrot Top's button between her index finger and thumb, slipping the other three into her moist fuckhole. Carrot Top's reaction was immediate, with more spasming and incoherent swearing; “Mrgrfuckfuckfuck yesyesyes moremoreMORE!”

Derpy felt a moist sweetness on her tongue. That caught her off guard; yes, she had fantasized about it more than once, but she'd never expected Carrot Top to actually lactate during sex. She greedily shoved her face into Top's milkbag, squeezing tightly with her hand in an attempt to coax a more steady flow and pushing Top onto her back, their earlier positions reversed.. But it remained a tantalizing trickle, enough to give Derpy a taste but leave her wanting more. In frustration, she gave Top's teat a not quite gentle bite, and that was what drove her over the edge. The flow of milk turned from a trickle to a violent spurt that Derpy greedily gulped down, and Carrot Top let out a passionate scream, her inner walls furiously pulsing and milking Derpy's fingers.

“Holy shit, Derps. I wasn't expecting that when I got up this morning.” Derpy flopped backwards, lying down on the bench as Carrot Top got up. “Geeze, that was pretty good considering you've never done a girl before.” She got up and stretched. “Anyway, I figure I oughta return the favour. Lemme just...” She leaned in and undid Derpy's pants pulling them down. Derpy stared up blearily through the haze of arousal. Carrot Top leaned in and inhaled the scent of Derpy's fluids. “Now, lemme show you how to properly eat out a lady.” She hooked her fingers around Derpy's panties and began to slowly pull down.

Something clicked in Derpy's mind.

“Top, wait! Don-”

But it was too late. The magic stopped working, and Carrot Top was smacked in the face by two and a half feet of horsecock suddenly coming into existence.