Chapter 3

Closing the door behind her, Sunset Shimmer leaned back against the wall and breathed rapidly. She couldn't understand what was going on tonight, and why what she had seen was having such an effect on her. It wasn't as if Sunset had never had an erotic fantasy before, but now that the real thing was being carried out in front of her, it was quite a shock. And her fantasies had mostly been composed of males, ones that were more mature and sophisticated than the specimens at Canterlot High. She had never once thought of a female in such a way. Was she really feeling more than just admiration for her saviors? Was she attracted to them as well?

Various images shot into Sunset's mind of all of the five girls at varying points. She imagined Applejack on a warm day, lifting her shirt over her head and wiping the sweat off of her brow from it. She thought of Rarity, wearing a leather corset and zipper boots as she stared down at Sunset from above. Pinkie Pie was completely naked, wiggling her butt and moving her boobs up and down as she sang along to some bubbly tune playing in her head. Rainbow engaged in a variety of stretches, her tight fitting work out clothes pulling up into the intimate creases of her body. And Fluttershy slowly lifted a skirt above her waist, her cheeks an adorable pink with an embarrassed but eager smile as she revealed to Sunset she had no underwear on underneath.

Sunset sank to the floor, her head buried in her knees. Not only was she having lustful feelings towards females, but they were the same females who she owed everything to, despite her being so cruel to them in the past. Was it okay for her to look at them in such a way? Or, was she letting her pitiful state get the best of her, being so thankful for their heroism that she inadvertently put them on a pedestal that she longed for? Sunset crossed her arms in front of her chest. She thought it might be best for her to leave. If her heart was playing tricks on her, making her think she was attracted to her heroes, then it might not be a good idea to be in a close proximity with them.

Looking over her forearms, Sunset eyed the porcelain seat on the other side of the room. She was made aware of a new tingle between her legs, one that had replaced the sensation of arousal she had felt a few minutes ago. Before she even contemplated leaving the house, Sunset lifted herself off the floor, deciding it would be best to tend to that matter first.

Sunset raised the lid up gently, turned about and placed her thumbs inside the waistline of her panties. She pushed down until her purple pajama bottoms were around her knees, and let them fall the rest of the way to the floor. She bent over slightly, and sat her bare amber cheeks against the seat, shivering a bit from the coldness of the porcelain. With her buttocks pushed up and slightly over the seat, Sunset leaned forward, resting her elbows on her thighs.

“Phew,” Sunset let out a breath, and commanded herself to relax. She felt the gates open, and a trickling sound echoed throughout the room. A sense of relief washed over Sunset’s lower body, but her mind was still racked with tension as her thoughts returned to the situation before her. She thought of how unbelievably nice the five girls in the room through the bathroom wall were. They had done so much for her, and tried to make her a part of their group, with no malice or reservations as far as she could tell. And she was genuinely enjoying herself in their company, before things became awkward. It was a shame that her emotions had made things complicated, and ruined any chance of friendship with them she might have had.

As the trickle subsided to a few drops, Rarity's explanation from earlier that day rang in her mind once again.

It's quite relief to have your best friends that you can snuggle up close to when you need them

Sunset tilted her head up as she contemplated her words. Maybe she loved them, but wasn't in love with them? Perhaps she cared for them in the way that they did each other, as very close friends who share intimacies with each other. Thinking about it in that light, Sunset thought it sounded rather nice that they could all cut loose in such a way without fear. If that was the case, then there shouldn't be any reason that she couldn't do the same.

The problem that plagued her mind still was that she had never had sex while she was in the world of Canterlot High, and had no idea how sex worked with the type of body she and the others had. However, she reminded herself that those five girls would not be the type to ostracize her for being inexperienced, and would just enjoy her company, the way she enjoyed theirs. At least, she hoped it worked that way.

Her bladder empty, she reached to the side, pulled off a hefty amount of the softest toilet paper she had felt in a while, and pressed it
against her pubic area. She swiped down and let it fall into the bowl. Sunset reached down to her pajamas and pulled them up as she stood, until they covered her bottom once again. She reached back and pressed the metal handle, and the gurgling sound of the water being sucked down the basin filled the room.

After washing and drying her hands, she looked at herself in the mirror. She took a few breaths to prep herself up for what came next.

You're going to march in there, confidently, and you're going to tell them that you're up for having sex with them. She assured herself. If they still want to, you're going to relax, and you're going to enjoy yourself with them. It's a new chapter in your life; let's give it a fair chance to start off right.

Sunset lifted her head and nodded, with a confident smirk on her face.

“Let's do this.” She said aloud, before opening the door.

Sunset stepped out of the bathroom, and into Pinkie's room. She shut the door behind her, and closed her eyes before speaking.

“Okay, I want it!” She blurted out, sinking her neck into her shoulders, in anticipation of their reaction.

Silence hung in the air after her outburst. Sunset opened her eyes, to see that all five girls were sitting in a circle with playing cards in their hands, Pinkie Pie, Rarity and Fluttershy on the bed, while Applejack and Rainbow Dash were on the floor. All of them however had lost focus on their game and were looking at Sunset Shimmer in confusion.

“Uh... you want... what?” Rainbow Dash asked skeptically.

“I want, uh, what you, you know, earlier...” Sunset stammered, her voice getting softer as she went on, feeling their eyes upon her, watching her confidence dwindle away. “The thing... sex.” Sunset piped.

The girls in a circle all gasped as they stared at each other in astonishment. Rarity hoisted herself forward to get a better look at the girl in front of the door.

“Sunset, are you quite sure?” she asked. “There's no reason to force yourself to do anything. It's not as if we HAVE to give into our carnal desires to enjoy each others company.”

While Sunset was still nervous and anxious about what she was getting herself into, she thought hard on it, and realized that her reservations on the matter revolved only around her own insecurities, not on the group in front of her.

“I want it.” She said, with more resolve in her voice. Sunset walked towards the center of the room, then sat down on her knees in front of all of them. “I've thought a lot about it, and I've found that I'm really fond of all of you, in more ways than one. I've seen the way you treat each other in school; with respect and gratitude, trust and sincerity. And I saw it even more while I've been here in this room, where you're given even more of a chance to explore your relationships with one another. The way you all interact, there's not a moment of tension when you're all together. It's like you all feel safe in each others presence.” Sunset couldn't see while she looked down at her knees, but all five girls were looking at her with glimmering eyes and wavering smiles. Pinkie Pie had found a box of tissues and was mopping up a river of tears pouring down her face. “And the more I think about it, the more I realize I want that too, if you're still willing to give it to me.”

Following a loud sniff, Pinkie Pie blew her nose with a honk just as loud into her tissue, while everyone else glanced at each other sentimentally.

“Gosh, Sunset,” Applejack started, fanning her eyes with her stetson. “That might've been the sweetest thing I've ever heard,”

“That is like, even sweeter than the angel food cupcakes that Mr. and Mrs. Cake make with orange cream icing on top!” Pinkie Pie said, her face cleaned up with the exception of some mascara streaks smeared under her eyes. “Ooh, girls! Let's give her the all-for-one treatment! That'll be perfect for her! Somebody get me some towels!”

“Just before you start, I wanted to warn you!” Sunset said with her hands in front of her, as the girls all began to move. “I've never actually had sex in this form before, so... I kind of don't know what I'm doing.”

“No worries,” Rainbow Dash reassured her, sliding her behind above the floor and away from the bed. “All-for-one doesn't require you to do a whole lot, as long as you're the one at the center.”

“It doesn't?”

“Nope!” Pinkie Pie chimed in, sliding off the end of the bed and sitting back against it. “In fact, it's gonna be perfect for you, since you're the newest addition to the group. All we need you to do is lay back and relax.” Rarity handed a pair of towels to Pinkie, and she unfolded one before laying it out longways in front of her. As Pinkie Pie pulled a pillow into her lap, Sunset reached to the bottom of her shirt and lifted it up over her belly, before Pinkie Pie waved her hand at her. “Ah ah ah, not yet.” She said, prompting Sunset to stop midway. “We'll get to that later.” She pat her hands against her legs, where the pillow laid over her lap, then extended her arms outright, beckoning her to come closer.

Sunset let go of her shirt, and uneasily crawled towards Pinkie Pie, turning herself about and laying her head backwards, until her back was against the carpet at an angle. Once her head touched the soft fabric of the pillow, she felt Pinkie Pie's hands brush over her crimson hair. For a girl as energetic as Pinkie, her hands felt surprisingly soft against her hair. Sunset's chest moved up and down slowly with each breath, reveling in the feeling coursing through her locks.

“Okay, now we've got Applejack on one side of you, and Rarity on the other.” Sunset opened her eyes to look on her right, then her left, seeing the aforementioned girls on their respective sides. Each girl reached to her and placed their hand on her upper body, Applejack with her hand on her shoulder, and Rarity just below her collar bone. “Oh, and Rainbow Dash is gonna be at the bottom. They're not gonna do anything extreme right away, they're just going to help you loosen up.” Pinkie Pie explained, while Sunset watched Rainbow Dash give her a half-handed salute. “Just tell us if you're uncomfortable at all, and we promise we'll stop. Sound good?”

Sunset looked up towards the ceiling, where Pinkie Pie's smiling face looked down at her. She felt a little more assured hearing that promise, knowing she wasn't pressured to continue anything once she started, and nodded. She tightened her leg when she felt Dash's hand caressing her calf, but soon let herself relax.

“Hm, Fluttershy, I'm not really sure where to put you.” Pinkie Pie said, keeping her hand moving across Sunset's hair.

“That's okay, Pinkie” Fluttershy's voiced replied softly. Sunset craned her head to look forward, through the space between Rarity and Rainbow Dash. She saw Fluttershy prompting a number of pillows behind her, and laying the extra towel out in front of her legs. “I'm more than happy just watching.” Fluttershy laid back with her legs spread just slightly.

“Okey dokey lokey!”

Sunset Shimmer breathed in through her mouth, and relished in the sensation coursing through her. Each hand on her body moved slowly, carefully across her skin. It made her nerves stand on end, filling her body with a wonderful tingle that made her smile. The sensation accumulated in her chest, which she pushed towards the ceiling in reaction.

“Mm, I'm not sure, ladies, but something tells me she's enjoying herself,” Rarity's voiced sauntered out, as her hand moved slowly down the middle of Sunset's chest. Rarity lightly moved her finger across Sunset's shirt, moving her hand to her left breast. She traced invisible circles with her finger around her areola, until she reached the tip of her nipple, standing erect and upright. She felt Rarity's finger push against it, and Sunset gasped lightly at the thrill it gave her. Rarity let out a saucy giggle as she moved her finger back and forth across the tip. “Would you like me to get a little closer, darling?”

Sunset nodded. She felt Rarity's hand slip down her front and to the end of her shirt, and lifting it up to her neck. The hand moved to her back, and after a light pull at her bra, it was unsnapped. Sunset couldn't believe she had been able to do that with one hand. Rarity's hand gently peeled Sunset's shirt up to her neck, and she felt the air of the room hit her uncovered chest. Rarity moved her hand back to her front and gave the entirety of her left breast a firm squeeze. With her shoulders blocked off, Sunset felt Applejack's hand on her right side move down to her chest as well, mimicking Rarity's ministrations.

Feeling herself tensing up from their contact, Sunset commanded herself to relax. She forced a deep breath, and her body unclenched itself. She let herself melt into the hands of the girls touching her, only her hips stirring from side to side, a result of the three girls touching her above, as well as Rainbow Dash caressing her legs.

Sunset heard it for just a moment, but there was no doubt a soft gasp away from her and the girls tending to her body. She looked to the side to see Fluttershy, her left hand stuffed up the front of her shirt, squeezing her breast in succession. Her right hand was quickly making it down her belly, and into her pajama pants where it disappeared from sight. All Sunset could see now was a large tent in Fluttershy's pants, moving in circles as she rocked her hips forward slowly. Fluttershy kept her eyes locked on the scene in front of her as she bit her bottom lip, watching her best friends caress Sunset with the most tender of care.

The tingle in her body surmounted between her legs, making her clitoris throb once again. She felt a bit of wetness slip between her folds as Dash's hands moved up her right thigh, giving her a firm but gentle squeeze. This time, she was no longer embarrassed for how her body responded to the pleasure she was feeling. However, she still felt some reservations about wetting the pajamas that Pinkie had so kindly let her borrow.

“R-rainbow?” Sunset asked in between breaths.

“Yeah?” The athlete responded, looking up at her with a confident smirk.

“Could you... take my pants off?” she asked. Her face turned a bit warm as she heard herself ask in such a direct way.

“Heh, alright. I guess I could.” She responded, feigning obligation. Rainbow let her fingers glide upwards, across Sunset's buttocks, and to the waist of her pajama pants. To her surprise, Rainbow slipped her fingers in under the waist of her panties. Though she had initially meant to keep them on, she rationed that she was going to want them off eventually in any case, and that it was better to get rid of them now rather than later.

Rainbow pulled slowly, and Sunset felt the cotton fabric slide down her skin, past her knees and then her ankles, until they were fully off. She was expecting Dash to dive in head first, and ravage her soaking lips. But the girl instead rested her hand against her waist, trailing her finger across her skin, and down to the light layer of red and yellow pubes above her wet lips.

Sunset winced as she suddenly remembered the state of her pubic hair. Her heart sank as she realized that all of them could see her unkempt hair. She could only imagine how disgusted all of them must be at the moment.

“S-sorry.” Sunset murmured weakly.

“For what?” Rainbow asked.

“I didn't know this was gonna happen, so... I didn't shave.”

“Pft. So what?” Rainbow replied playfully, taking her hand off of Sunset a moment and moving to stand on her knees. “I mean yeah, I kind of trim mine, so it doesn't push up against my shorts. But I'm not bare or anything. See?” she said, pulling her pajamas past her buttocks, and giving Sunset a full view of her multi-colored pubes.

Sunset stared at her wide-eyed. She couldn't believe that another girl was sharing something so intimate with her, in fact presenting her body to her, in view of others. She felt her clitoris throb at the sight, while Rainbow stuck her tongue out and wiggled her hips in good fun.

“I trim mine sometimes,” Pinkie Pie added, her fingers still running through Sunset's hair. “But only when I get bored, then I trim them into different shapes. Ooh, one time I cut them to look like kitty head! Hee hee, get it? Kitty? 'Cause it's right above my pussy.”

“Hilarious.” Rainbow Dash said, before turning to her right. “What about you, Fluttershy? You don't shave, right?”

“Huh?” Fluttershy's hand ceased moving in her pants as she snapped to attention at Rainbow's question. Sunset noticed that a dark spot had accumulated at the center of her pajamas, and was trailing just slightly down her backside. “Oh, right. Um, I shaved once before. It looked nice and all, but it was a little troubling to keep maintained. And it was really itchy when it was growing back. I let it grow back all the way, and decided not to do it again.”

“Well, I for one keep my front porch free of clutter at all times.” Rarity announced, pulling herself up and lifting her gown up, while using her fingers to push her underwear down just enough to reveal her flesh. Sunset was a bit jealous to see nothing but spotless white skin, with the tightest folds moving inwards between her legs, staring back at her. “Just in case I find myself in the right situation, I don't want to take a chance that my gentleman might be put off by my an unkempt doorstep.”

“I'd rather my man understand that I'm a woman, not some lil girl.” Applejack said self-assuredly. “If he don't like my bush, I guess I don't want his tree.”

Sunset snorted as she envisioned some boy from Canterlot High unzipping his fly, and a life-size tree jutting out from his groin. All of the girls in the room let out a hearty laugh, with the exception of Rarity who wore a smirk as she rolled her eyes.

“So, you're not grossed out or anything?” Sunset asked, as the laughter began to die down. While the banter about what they did with their privates had put her at ease, Sunset was hoping they would continue rubbing her; her arousal still clung to her, making her hips flex out toward Rainbow Dash as her body begged to be touched.

“Nah. Don't worry about it.” Rainbow said, tapping her butt reassuringly and making her jump. “To tell you the truth, it looks a little hot on you.” Rainbow slipped her hand down her front, and gently drug her fingernails across her skin through her pubes.

Sunset gasped and pushed her hips up. It felt so crass, so unrefined, but so very delightful as well. Rainbow continued her trek down Sunset's body, stopping just before she touched the swollen nub at the top of her slit.

Sunset's mouth curled as she internally begged Rainbow Dash to touch it. Sunset had never been more turned on in her life, and it showed in how much her nipples were standing, while Applejack and Rarity continued to tickle and tweak them with their fingers. Sunset felt a lustful whine building in her throat as Rainbow's finger trailed the left side of her labia, reaching the bottom of the crease, and then pulling it upwards. The tip of Dash's finger brushed against Sunset's wet slit, fluid building in front of her nail as she forced it up, until she reached the button flexing at the top.

Touch it touch it touch it touch it touch it touch it touch-!

Sunset felt her eyes roll back as she felt a firm pressure against her swelling nub, and an intense wave of ecstasy spread through her body. Sunset opened her mouth and let out a rather loud moan from the surge coursing through her.

“Sssssh!” Pinkie Pie whispered to her frantically as she leaned over to look at Sunset in the eyes. “Don't do that too much, okay? You might make my parents come check on us.”

Sunset nodded, and Rainbow Dash continued to rub her finger against Sunset's clitoris. It took a few tries, but Rainbow managed to find a steady rhythm to keep up with Sunset's instinctive thrusts, to give her the most pleasure out of each push against her nub. The nerves of Sunset's entire body were standing on end, as she felt her arousal reach heights she wasn't aware were humanly possible.

“L-lick it...” a soft voice cried out, accompanied by the sound of fast, rhythmic squishing. Sunset looked down to see Rainbow with a look of surprise on her face. Sunset tilted her head, wondering where the voice had come from. Rainbow turned to her right, where she could see Fluttershy's head leaning back, her hand rubbing back and forth furiously inside of her pajamas.

“What did you say, Fluttershy?” Rainbow asked, suppressing a laugh.

“Oh! Sorry!” Fluttershy replied, ceasing her movements for a moment. “It just looks like she's really enjoying herself, and I thought, maybe she would like it if you did that?”

“Hm... hey Sunset. Fluttershy wants me to lick you.” Rainbow Dash placed her hands on the inside of Sunset's legs. “What do you think? You want me to?”

Yes! Oh gosh yes, Rainbow, put your tongue down there and never take it away!

“Only if she wants it though, of course.” Fluttershy added, squeezing her thighs together in anticipation of what was to come.

“Uh... yeah. Go for it.”

“Mm, alright. I can't wait to see what you taste like.” Rainbow Dash said, before licking her lips. She spread Sunset's legs open wide, making the lips of her pussy open even more. She felt a light tickle as her folds stretched, and watched Rainbow Dash lean forward and kiss the bottom of her tummy. She let her chin drag across her fiery pubic hair, then pushed her legs back just enough to lift her bottom off the floor. Rainbow extended her tongue and pushed it against the bottom of Sunset's passage. Her body jumped once at first contact, but she quickly began to enjoy the feeling of Rainbow's tongue coursing up her slit. Her tongue was soft, wet, and malleable. Her entire body writhed from the sensation as Rainbow lightly caressed her vulva. Applejack and Rarity kept their hands steady as she moved, until she remained still again, then continued to rub the sides of her breasts.

Applejack moved to unbutton the top of her own one piece pajamas, and pulled it open. She let her right breast poke out, and cupped it in her hand, giving it the one squeeze it needed to get her nipple standing pointed and rigid. Applejack leaned down and moved her breast over Sunset's, letting the tips of their nipples rub against one another. Sunset pulled her shoulders up as a spasm overtook her, and she pushed her chest up to ride it out.

“Ooooh, oh that's nice!” Fluttershy squeaked out, her voice reaching an even higher pitch than usual. “Aaaaah- eeep!” Fluttershy whimpered, and thrust her hips forward with her hand pressed firmly into her folds, before a loud squelching sound filled the air. “Ahh...” With her eyes rolled up and an open smile on her face, Fluttershy leaned back against her pillows once again, squirming and writhing in the afterglow of her climax.

“Man, you came already?” Rainbow Dash asked, pulling her mouth back from Sunset with a strand of saliva hanging for a moment from her mouth to Sunset's lips. “I barely even went in.”

“S-sorry...” Fluttershy whispered, still basking in the joy her orgasm gave her. “It's just that, I'm so used to Sunset being mean and aggressive. I'm not used to this timid, submissive side of her. She just looks so happy with everything going on, I... got a little excited.”

Sunset's heart melted. With the way Fluttershy had climaxed while watching her, and Applejack eager to press her body against her own, she became more aware that these girls weren't pleasing her because they felt obligated; they were honestly attracted to her, just the way she was to them.

“Sure sounds that way.” Pinkie Pie observed. “Also sounds like you made quite a mess over there.”

“You could hear that?” Fluttershy asked in shock.

“I think the whole room could hear it! Good thing you have that towel, or you probably would have wet my floor.”

As Fluttershy's face turned pink and she hid behind her hair, Sunset's mind began to contemplate what kind of mess Fluttershy was sitting in. She still had her pants on when she had squeaked, so the fluids couldn't have leaked out anywhere. If they had even left her panties, they might be seeping down her thighs, and towards the back of her knees.

“Fluttershy...?” Sunset asked absentmindedly.

“Y-yes?” She asked, still keeping her head behind her hair.

“Can I... clean you up?”

Fluttershy's face was frozen upon hearing her request, as were the faces of the rest of the group. For a moment, Sunset wondered if she had asked something out of place, even though Dash was currently eating her out.

“Um... sure! If you want to.” Fluttershy replied, a hint of eagerness rising in her voice. She struggled to stand to her feet, then moved her fingers to the waistline of her pajamas. Fluttershy pushed her pants and underwear down only a bit past her buttocks, then wiggled her hips to shake them down her legs. A thin trail of her excited fluids hung between her wet lips and the cloth of her underwear, then broke as they reached the floor. She stepped out of each leg hole, then made her way to the group, easing her legs in carefully to avoid stepping on her friends. Once her feet were on either side of Sunset's shoulders, Fluttershy knelt down, carefully lowering herself towards Sunset's face. On her way, she found her breasts pushing closer and closer to Pinkie Pie's face.

“I'm sorry, Pinkie” Fluttershy apologized, when her chest pushed up against the face of the girl in front of her. “It's just sort of a tight pinch between you three.” Pinkie Pie, with her face covered by Fluttershy's endowments, lifted her hand and offered her a thumbs up in approval.

“I, um, hope you're thirsty, Sunset” Fluttershy said with a flirty tone, once her sopping lips were just an inch away from Sunset's mouth. “I've got plenty for you to drink.”

Sunset forced down a laugh. Fluttershy trying to act seductive was something that had never even crossed her mind. Seeing it before her was cringe-inducing with how out of character it was for the girl, but Sunset also found it sweet that she was so eager to try.

Sunset had to lean in just slightly, but she managed to press her tongue against Fluttershy's lips. She felt the girl's body tense for a moment as it felt a new touch, but as she had to Dash, Fluttershy quickly welcomed the sensation it brought. Sunset let the taste of Fluttershy's arousal roll against her tongue. It tasted very tangy, but with a sweet aftertaste, like a lime wedge with just a tiny pinch of salt. Sunset craved more of it, and lapped her tongue up greedily against Fluttershy's folds.

“Oh my... she's good.” Fluttershy murmured, softly motioning her hips towards the mouth that was pleasuring her.

“Better than me?” Rainbow Dash asked, pulling her lips away from Sunset once again.

“Well, n-not better, just... different.” Fluttershy replied. Rainbow Dash chuckled, and then returned to Sunset's soaking folds, moving her tongue in circle's around her rigid clitoris and making her hips push in response.

Applejack kept her hands busy with Sunset's breast. She looked across Fluttershy's stomach, where there was still some room to see Rarity attending to the breast near her as well. She could see Rarity's chest rising a bit as she worked, and her eyes glimmering with excitement as she watched the girls in front of her receive more attention than she was receiving. Her eyes met Applejack's for a moment, and the farmer raised an eyebrow at her as she flashed a seductive grin at her. Rarity's eyes closed monetarily as she thought back on the ravishing things Applejack had done to her in the past, the things she wanted to do to her right now. She forced her eyes open as her mouth remained open, still gazing longingly at the farmer. Without using her voice, Applejack mouthed the words “after we're done” to the girl on the other side, and Rarity wiggled her hips in excitement.

“Hnnng, Pinkie!” Fluttershy cried as the girl holding Sunset's head in her lap pushed Fluttershy's shirt up to expose her breasts.

“Wha?” Pinkie replied, with a mouth full of cleavage. “Yoor boobth are juth tho cute!” She took a soft breath with the little room she had, and let her lips vibrate against Fluttershy's yellow flesh.

“Hee hee hee, oh gosh that tickles!” Fluttershy laughed, as her lips clenched over Sunset's face. Fluttershy was dripping like a drain pipe into her mouth, to the point that some of it dribbled down her chin. Sunset could feel Fluttershy's labia expand more and more with each pulse that her excited nerves sent throughout her body.

Sunset felt a push against her entrance, as Rainbow Dash flexed her tongue and pushed past the entrance of her vagina. She flexed the soft, malleable force against her inner walls. Sunset had never entertained the idea of being penetrated by another woman until tonight, but she absolutely loved it. Rainbow Dash had marvelous control of her tongue, pulling it in and out at just the right distance to keep her satisfied, and working her muscles to give the walls a little stretch. Her heart soared to a new level of bliss as she worked her hips in rhythm to Rainbow's ministrations. The force made Sunset moan from her chest. The sound a vibration into Fluttershy's passage, and the warm breath from her mouth tickled her clitoris.

“Ohhhhh!” Fluttershy moaned, placing her palms on Pinkie Pie's shoulder. “C-c-cumming again! Mmmmm- ahh!” Her vulva flexed over Sunset's face, and a gush of fluid seeped out, onto the waiting mouth below her. Fluttershy's entire body shook from the force of her second orgasm, and Sunset could see her knees shaking especially as she struggled to keep standing on them. In fact, Fluttershy's strength began to fade as her vagina seemed to be getting closer to Sunset's face, putting her in danger of being smothered.

“C-c-can't... m-move... help” Fluttershy stammered, as Sunset felt a bit of Fluttershy's weight bearing down on her.

“Oh for Pete's sake.” Applejack grumbled, standing up and moving behind Fluttershy. She tucked her arms under the girls shoulders, and lifted her up in one heap off of Sunset, who took a grateful breath of air into her lungs. Applejack gently lowered Fluttershy to the floor, and let her lay curled up by her side, writhing out the slowly subsiding waves of her orgasm with a blissful smile on her face.

Applejack returned to her side, but instead of placing her hands back at Sunset's breasts, she instead reached them out to Rarity and pulled her forward. Though surprised, Rarity was more than willing to follow her lead, and the two girls met each other over Sunset's tummy in a passionate kiss. The surface of their lips pecked only once, and then they quickly opened their mouths to poke their tongues out and into the open mouth of the other. Their noses rested on opposite sides as their tongues danced around one another. Applejack moved her hand up Rarity's frock and, Sunset could see through enough to watch her hand find Rarity's right breast and give it a loving squeeze. Rarity, with her mouth still occupied, let out a throaty moan. Applejacks hand sunk back down and her arm kept the frock lifted, while she pressed her fingers against Rarity's soaking panties.

As Sunset watched them, she noticed Pinkie at the top of her vision doing the same, before she looked down at Sunset with a half-lidded smirk.

“Pretty hot, huh?” Pinkie asked. Sunset offered an eager smile, while Pinkie snickered and rubbed behind Sunset's ear. She could feel her arousal reaching its peak, with the excitement of being part of a new group, them tending to her needs, and she tending to theirs in various ways. With Pinkie caressing her and Rainbow stimulating her while Applejack and Rarity put on a show. She could feel it building, knocking at her clitoris, tempting to break free.

Then she felt trapped, stuck at the highest point of arousal, as Rainbow's tongue left her wet folds. She looked down to see Rainbow taking a breath and smacking her lips together.

“Haah” Rainbow Dash panted, trying to catch her breath. “Ready to cum?” Sunset's chest heaved up as she nodded feverishly. “Heh, alright alright, not gonna leave you hanging like that. Just lemme readjust.” Rainbow lifted herself up and crawled forward, leaning her front over Sunset's hips, and working her hand down between her legs.

“Okay ladies, it's finale time! All hands on deck!” Pinkie Pie announced, catching the attention of Applejack and Rarity as they broke their kiss. They immediately returned to their posts, but this time had their mouths over Sunset's prominent nipples. Rainbow Dash had her finger lazily dragging over the front of Sunset's lips, and Fluttershy weakly crawled up next to her, with her hand moving in next to Rainbow Dash's. All four girls were poised, waiting for Pinkie to give the word.

“Annnnd... go!”

At Pinkie's command, all of them jumped into action at once. Rainbow Dash slid her index finger in as far as she could manage, then flexed it upward to rub against the inflated mass of her g spot. The powerful jolt the touch gave Sunset was multiplied as another pressure returned to her clitoris, a pressure provided by Fluttershy's delicate hand. Sunset's back tried to arch, but she was kept down by the weight of Rarity and Applejack's heads, their mouths wrapped delicately around her nipples and sucking on them firmly. Each girl used a free hand to grab onto Sunset's, and she squeezed them back firmly as her body rocked up and down. Pinkie Pie kept her palm underneath Sunset's chin, and her other hand tickled the side of her neck gently. The sensation from all sides drove Sunset wild, and made her heart thump in her chest as dam between her legs teetered close to breaking.

“Yes-yes-yes-yes-yesssss!” Sunset muttered, her voice slowly rising with each thrust her body gave. Her eyes were closed, but she could still feel all of the ladies around her. They were her classmates, her peers. For the first time in her life, she knew without a doubt that these girls were and would forever be her best friends, and she would be theirs. There wasn't a force in this world nor the magical land of Equestria that could ever break the bond they had all formed on this night.

“Aaaaaaaaah!!” Sunset Shimmer screamed as her hips pushed up. Rainbow Dash and Fluttershy pulled their fingers away, and the pressure was released as they let her orgasm burst forth. A thin stream of liquid shot out of her and onto Rainbow Dash's torso. She pulled back down, rocked up to shoot another stream, before sitting her behind down for good, her hips still flexing instinctively while Applejack, Rarity and Pinkie Pie kept her still.

The air of their success was interrupted by a sudden and terrifying knock on Pinkie Pie's bedroom door. The pupils of every girl around Sunset shrank, as they prayed that whoever was on the other side didn't open it.

“Pinkamena Diane Pie, what is that racket?” An older, female voice called through the door. “I hear one of you screaming their heads off. Just what in the world is going on there?”

“We're fine, mom!” Pinkie Pie called back, clenching her teeth in worry. “Sunset Shimmer, uh, had a nightmare! Yeah, something about a, uh, old man, with a mustache made of barbed wire, who rides a pogo stick, that's also made of barbed wire, was trying to get her! We're consoling her right now, she's gonna be fine.” The other girls shot Pinkie Pie a doubtful glare, while she in turn shrugged her shoulders at a loss for anything better to say. She moved her hand down to Sunset's mouth, keeping it covered as the girl made light whimpering sounds from behind her closed mouth, while she rode out the lingering waves of her orgasm.

“That's what happens when you eat too much junk food before bed, young lady.” Mrs. Pie scolded her. “Next sleepover, I'm putting all of you on a strictly vegetarian diet. Get your friend and get back to sleep; I don't want to hear anymore screaming tonight, do you understand me young lady?”

“Yes ma'am.” Pinkie called back. All of them held their breaths as they listened to the sound of steps walking down the hallway, growing more faint as they stepped away from Pinkie's door. The sound of another door across the room they were in opened, and they all waited until an audible shut was heard before they breathed a collective sigh of relief.

“That was far too close for comfort,” Rarity mentioned, as she moved her hands to fix the hairs that had gone astray on her hair.

“Mm... sorry...” Sunset purred, her mind only now allowing her to process what had just happened. Her chest rose and fell as she willed her breathing to return to normal.“I didn't know... I could get that loud...”

Rainbow Dash rubbed her thigh assuredly.“Hey, don't sweat it.” “Nothing to be embarrassed about. At least you didn't fart when you finished.” She said, prompting a deadly silence to cling to the air around them. “... Rarity.”

Before she could react, Rainbow Dash received a swift punch in the arm from the fashionista. Rainbow burst out laughing, and had to throw her hands in front of her mouth to keep the noise from prompting Mrs. Pie to pay them another visit.

“I told you that was a queef.” Rarity snarled through clenched teeth. “I would never be so vulgar as to do that.”

“I don't think queefs are supposed to smell like that, sugarcube.” Applejack teased, rubbing her hand against Rarity's back. The others laughed softly as Rarity kept her face hidden from them in her arms.

“Girls. Look!” Pinkie Pie whispered, prompting them to turn and face her, until she motioned downwards.

There on the floor at the center of the group, with her thighs still soaking from her endeavors, was Sunset Shimmer, laid on her side with her knees slightly bent up towards her chest. Her chest rose and fell as she breathed softly, her cheek resting against the pillow in Pinkie Pie's lap. Spread across her face, between the soft pink glow on her cheeks, was a calm, relaxed and joyful smile.

All five girls cooed in sequence as they admired the sight of Sunset Shimmer completely at peace for once. Gone for the moment was any notion of doubt for herself, or shame about her past. Through the excursions of her new friends, she had been gifted with the chance to let go of the misery she had held onto for the past month. Now she basked peacefully in the soothing vapors of friendship, without a care in the world as she slept off the weariness her orgasm had brought.

“Oh, how sweet.” Fluttershy gushed as she held her hands to her mouth and squealed.

“She is just so adorable.” Rarity said, as she reached over and brushed the back of her finger across Sunset's face.

“Can you believe this little cutie tried to take over another dimension with demon powers?” Pinkie Pie asked, as she brush Sunset's hair, her head craning up just slightly at Pinkie's touch.

“Mm... you girls are the best,” Sunset murmured unconsciously.

“Oh wow, didn't know she was a sleep talker.” Rainbow Dash chuckled.

“Hey Sunset, we're so glad you came over tonight,” Pinkie whispered, keeping her hand gliding across the girl's hair. “We had a lot of fun with you, and we're thrilled that you had fun with us. And I think you're gonna fit in with our group just fine. Isn't that right girls?”

The others kept their eyes on Sunset, and all nodded accordingly, without hesitation. Sunset's head pulled into her shoulders, and she snuggled deeper into her pillow.

“I wish... other students... liked me too...” She murmured.

Pinkie Pie's heart sank, as did the others as they looked at each other anxiously.

“Sunset?” Fluttershy whispered, crawling across the floor to bring herself closer to the sleeping girl. “I think you need to let go of your past. I know it's hard to do, because you can never erase or forget it. And you shouldn't forget it, or else you might let it happen again. But if you can't forgive yourself... well then, the other students might not forgive you either.”

“That's right.” Rarity said, her hand gently caressing Sunset's shoulder. “We know that you've done bad things in your past. But we also know that you regret your mistakes, and we've seen you trying to make a change. If you keep at it, then the students will eventually recognize it and see you for the beautiful girl you've kept hidden from us for so long.”

“Really...?” Sunset asked, her voice cracking just slightly.

“Yeah,” Rainbow Dash assured her. “And hey, in the worst case scenario, if none of those jerks in the school ever forgives you.” She reached down and held Sunset's hand in her own gently. “Then you got us. We got your back from now on.”

Sunset's mouth returned to its peaceful smile, and after stirring for a moment, remained silent.

“Alright, I think we better do the same.” Pinkie Pie announced, as the other girls slowly stood up and walked towards their sleeping bags.

“Uh, kind of looks like you're trapped, Pinkie.” Rainbow Dash said as she looked at Sunset's head pinning down Pinkie's lap.

“S'alright.” She said, her hand stroking Sunset's hair. “I don't think I'd want to move away from this spot even if I could.”

“Hm... not a bad idea.” Rainbow Dash stepped away to retrieve her sleeping bag, then returned to lay down at Sunset's legs as she scooted into her bag. Applejack laid up above Rainbow Dash and next to Sunset's chest, while Fluttershy pulled an extra blanket out of Pinkie Pie's closet. After she draped the blanket over Sunset's half naked body, Rarity shut off the lights to Pinkie's room, and the two girls squeezed in where they could next to Sunset.

Soon, all five elements of harmony were fast asleep. Kindness, laughter, honesty, generosity, and loyalty had once again ignited a spark in one who hadn't the faintest idea what friendship was, and its magic had captured her heart and changed her, as well as all of their lives, for the better.