Sunset Shimmer was on her in an instant, her face buried between the giggling girl’s thighs as she desperately lapped at the sweet treat to get to the sweeter treat that lay just below it.

“Chill out, Sunset. We have all night to… to…” Pinkie’s eyes crossed as Sunset’s tongue found its prize and began to worship it with long, languid strokes. “Actually, you know what? You just do whatever. I’m cool.”

Sunset swallowed the last bit of whipped cream and came up for air, licking her lips. “I was getting antsy waiting for this.” She spared a glance at the floor and spied Fluttershy now doing her best to unite her face with Rainbow Dash’s, straddling the athlete while her fingers fumbled hurriedly with the buttons of her pajama top. “Should someone go tell AJ and Rarity what’s…” Sunset’s words faltered as her gaze fell once again to the naked pink girl.

Pinkie Pie’s strangely prehensile tongue slowly extended from the confines of her mouth and scooped up the last serving of cream from her suddenly clean breasts. She swallowed the portion and giggled at Sunset’s face. “What?” She smirked. “Do you like my tongue?”

Sunset could only nod.

“Do you want it inside you?”

“Uh huh.”

Pinkie smirked and rolled her hips. “Then you’ve got to earn it.” She sang.

Sunset raised an eyebrow. A challenge, eh? It became clear to her that she was going to just have to show Pinkie Pie who she was dealing with. “Grab my hair.”

“Why?” Pinkie was compelled to ask even as she complied.

“Because I don’t want it to get in the way.” Before the party planner could respond, Sunset’s tongue went back to work.

Back on the floor, Fluttershy finally managed to free her chest from the confines of her top. She pulled away from Dash for just a moment to toss it away… giving the blue girl all the opening she needed to lunge at the hanging breasts over her head. Fluttershy gasped and moaned as Dash sucked one nipple, then the next, then back to where she’d begun. Dash’s hands caressed the smooth, soft flesh of Fluttershy’s back, moving down and slipping past the waistline of her bottoms. Her senses overwhelmed, Fluttershy grabbed Dash’s head and yanked her into a burning kiss. The pair began to grind against each other, the slow dry-humping only serving to fan the flames of their desire.

Dash pulled away and lay her hot forehead against Fluttershy’s. “You okay?” she panted.

“Uh huh.” Fluttershy whispered back, her hips still moving of their own accord, the cloth of her bottoms still aiding in that delicious friction…

“Do you just want to fuck now? Or…”

“Or?”

“I kinda want to get a taste of Sunset.”

In her lust-filled daze, Fluttershy had forgotten all about their new play-mate. “But Dash…” Fluttershy moaned, her grinding never ceasing. “This feels so good…”

Dash chuckled. “Easy, girl. Did you bring the toys?”

Resigned to the fact that she wouldn’t be getting off just yet, Fluttershy’s hips stopped their motion. “I think I left them in the living room.”

“Why don’t you go get them, check on Rarity and Applejack, and come right back.” She planted another burning kiss on her friend’s soft lips. “Do it quick enough, me and AJ might tie you up again.”

Fluttershy shivered at the thought and was gone from the room in a flash.

Dash chuckled and turned her attention to the pair on the bed. Pinkie Pie had one hand entangled in Sunset’s hair, driving her hips up into the former villain’s face as her breath came in short, harsh gaps. Her other hand clutched at the head-board behind her, her nails nearly digging into the wood.

Rainbow Dash always considered herself a better participant than a spectator. Hypnotized by Pinkie’s breasts, bouncing from her fucking of Sunset’s face, she began to remove her pajamas.

Sunset finally came up for air, licking her lips to get more of the pink-skinned girl’s honey. Pinkie’s taste was so much sweeter than Twilight’s had been, most likely a side effect from her mostly sugar diet. The party planner was fully open now, her pink flesh glistening with a mix of Pinkie’s juices and Sunset’s saliva.

“Why… why’d you stop?” Pinkie asked in a whining, panting moan. “I was just about to pop.”

Sunset ignored the pressure of Pinkie’s hand on her head trying desperately to push her back down and brushed her thumb across her prey’s clitoris.

Pinkie stopped complaining immediately.

Sunset began to stroke the hardened nub, timing her movements with Pinkie’s hip thrusts. Recalling that she had one free hand, she reached down towards her own crotch to try and relieve some of the burning heat located there.

Another hand blocked her progress.

Sunset craned her neck back to ascertain the identity of the interloper and found her lips claimed by a very naked Rainbow Dash. She moaned as the brash girl did her damndest to shove her tongue down her throat, her kiss so hard that she could feel the other girl’s teeth pressing against her own. She squeaked slightly as Dash’s hand slipped beneath the waistband of her pajama bottoms and cupped her womanhood.

Dash finally pulled away, smirking at the string of spit still hanging from Sunset’s still searching lips. “You’re soaked already.”

Sunset recovered as best as she could and returned the smirk. “Kinda hard not to be when I walked in on you and Fluttershy.”

“Hey.” Pinkie Pie looked down in annoyance. “What am I? Chopped bananas?”

“Mmm…” Dash traced a finger along Sunset’s lower lips. She relished in the other girl’s shiver as she pulled the finger into her mouth and licked it dry. “I could go for some bananas.” She grinned up at her friend. “But I think what I want most right now is some of Pinkie’s peach.”

Sunset felt her smirk faltering. “What about me?” She looked hungrily at Dash’s generous bust.

“Oh, you’re gonna get some Dash before the night’s out. Don’t doubt that.” She tugged at the collar of Sunset’s pajama top. “But I think Pinkie owes you a little something.”

Pinkie nodded enthusiastically, both at the idea of sexing Sunset and being dined on by Dash.

Her lips again curling upward, Sunset stood and yanked her pants off. “How do you wanna do this, Pinkie?”

Pinkie shot a look that could melt steel with its hotness and tilted her chin up. “Get cute little butt up here.”

“Yes ma’am.” Sunset giggled as she clambered up Pinkie’s naked body, pausing a moment to massage the girl’s large breasts. Finally reaching her destination, she carefully straddled the baker’s face. “You good?”

Practically salivating at the treat presented to her, Pinkie grinned. “Yup. Just got a few safety instructions.”

Sunset raised an eyebrow. “Safety instructions?”

“Remember to keep your hands, arms, feet and legs inside the ride at all times. And remain seated please. Permanecer sentados, por favor.” She licked her lips. “And remember earlier, when you told me to hang on?”

“…yes?”

“You should follow your own advice.” Her tongue properly stretched and ready from the safety spiel, Pinkie craned her neck up and slid it into Sunset’s waiting pussy.

Sunset gasped and clutched at the headboard. “Holy shit!” She looked down at Pinkie in stunned disbelief. “Is that a tongue or do you secretly have a mouth-cock?”

Pinkie giggled, the motion vibrating Sunset’s clit.

“Agh!” Sunset arched her back. “Laugh some more. Please laugh some more!”

Pinkie obliged her as she continued to map the warm and wet insides of her former enemy.

Practically panting at the two’s display, Dash settled between Pinkie’s legs and picked up where Sunset had left off, softly sinking into the familiar taste of the girl she had been fooling around with the longest. Like Sunset, she marveled at the almost candy-like tastes of Pinkie’s secretions. She grasped the plump flesh of Pinkie’s ass and pulled her closer, smothering her face in the sweet liquid. She felt and heard Pinkie shake through a small orgasm, finishing Sunset’s earlier task, and smirked when she heard Sunset respond in kind.

Here was a fun game.

She started flicking her tongue around Pinkie’s pussy, testing different spots and measuring their reactions from the volume of Sunset’s voice. Ultimately, she settled on a languid zig zag motion across the pink girl’s lower lips. Pinkie began to grind her crotch into Dash’s face, her building moans translating into faster and more desperate laps at Sunset’s core. Dash coated her face in Pinkie’s cum, relishing the taste and the smell that was so uniquely hers. Her hands worked frantically at her own slit even as she continued to eat Pinkie out with every bit of gusto she had in her.

Sunset forced her hands away from their steel-like grip on the bed frame and ripped off her pajama top. She grasped and massaged her own breasts, luridly moaning as she rode Pinkie’s tongue as if it was a dick. Her hips rocked back and forth almost of their own accord. Her own tongue hung out slightly as she felt the familiar wave building inside her. Again grasping the frame, she peered down at Pinkie. “I’m… I’m gonna…” She struggled to speak between moans. Her orgasm was coming and coming fast. She didn’t want to drown the girl who had so kindly offered her face as the throne of ultimate pleasure.

Pinkie’s orgasm struck like the crest of a roller coaster’s lift hill. Her cry of satisfaction was muffled by the muff on her mouth. She forced her eyes open, stared right back at Sunset, and winked.

And somehow her tongue started vibrating.

“FFFFFFFFFUCK!” Sunset came hard, her finger joints popping from the strength of her grip on the headboard. She vaguely heard Pinkie moan appreciatively as she lapped up as much of her girl-cum as she could. She fell forward, her eyes nearly crossed and a dopey grin on her face. “Pinkie… that… that was…”

“Pinkie did her vibrating tongue trick, didn’t she?”

“You did well for your first time, darling. The first time Pinkie did that to me I couldn’t sit up straight for an hour afterwards.”

Sunset brushed her sweaty hair from her eyes and looked around at the voices on either side of her.

On her left was Rarity.

On her right was Applejack.

They were both dripping wet from the shower… and amazingly naked.

Sunset couldn’t find the words as she took in her friend’s very different, but equally impressive physiques. Rarity’s body was soft, her skin flawless and obviously quite skillfully cared for. Her breasts were only slightly bigger than Rainbow Dash’s, but they matched her hips perfectly to give her a rather stellar figure. Applejack, on the other hand, was nothing but muscle. She easily had the largest cup size of the gathered girls and her ass was nothing short of spectacular.

Sunset only barely realized she was drooling, and not just from her first incredible orgasm of the evening.

The girls lunged forward, each claiming one of Sunset’s breasts and lavishing their new property with kisses and licks. Sunset’s arousal reignited and she was only slightly embarrassed to find herself again grinding on Pinkie Pie’s face.

Not that Pinkie minded. True, she was resting her tongue and enjoying a thorough cleaning of her inner thighs by Rainbow Dash, but that didn’t mean she couldn’t playfully rub her chin against Sunset’s labial lips.

Sunset arched her back as Rarity and Applejack got to know her mammaries better. Rarity’s kisses were softer, her licks to Sunset’s nipple dainty and careful. Applejack had thrown subtlety out the window and sucked hard on her chosen breast, intent on leaving a mark on the girl’s orange skin. She found Sunset’s nipple between her teeth and playfully nipped it.

“Ah!” Sunset’s silly grin returned but faded slightly when she heard a needy moan from nearby. She leaned back further until she could see behind her.

Fluttershy had been hogtied. A single elegantly tied knot (Applejack’s no doubt) held her hands and feet bound behind her back. She was also nude now and she moaned and writhed on the floor as she watched the others enjoy themselves. A black duffel bag rested on the floor near her.

Sunset tilted forward again and waited for Rarity to stop trying to decipher the bumps on her areolas like braille. At her earliest opportunity, she grabbed the pale girl’s chin and pulled her into a wanton kiss. Rarity squealed with muffled glee as Sunset’s skilled tongue dueled with her own. Sunset was just trying to figure out what flavor mouthwash Rarity was fond of when she felt teeth clench rather harshly on her nipple. She pulled away from the kiss with a noise of pain and annoyance. “Applejack?! The fuck was that for?”

Applejack just glared, pulling away from Sunset’s chest after a final soothing lick to the bitten piece of anatomy.

“Don't worry about it, my dear. Applejack gets a trifle possessive of me when we’re in flagrante delicto.”

Rainbow Dash pulled away from Pinkie after wiping her mouth off on the girl’s inner thigh. “Jesus, AJ; just make it official with Rarity already. We’ve been waiting since last summer.”

Applejack rolled her eyes as she ignored both Dash’s remark and Rarity’s responding giggle. She slapped Sunset’s ass, earning a light yelp. “Let’s try not to suffocate Pinkie tonight. I’d hate to see her start wantin’ to get choked again.”

Sunset carefully lifted herself off Pinkie’s face. The party planner just smiled and licked her lips. “Don’t knock it ‘til you’ve tried it, cowgirl.”

Dash settled back on the floor and leaned back on her hands. “So how are we doing this tonight? Scoring? Because if we’re doing that, we need to kick this into high gear. I’m at zero, Sunset’s at one, and I’m pretty sure I got Pinkie to three.”

“Four.” Pinkie pulled an alligator shaped pillow behind her neck as she sat up against the headboard. “Three little ones and one biggie. Though, to be fair, that first one should’ve been Sunset’s.”

Dash raised an eyebrow and smirked. “What was the biggie?”

“That zig-zag thing you did.”

“Yes!” Dash pumped her fist in victory. “The Lightning Bolt. Gonna have to add that one to the book.”

Sunset settled on the edge of the bed next to Rarity. “What book?”

“Awesome sex things I’ve invented during these sleepovers.” She looked at the ceiling in concentration, counting names on her fingers. “There’s the Lightning Bolt, the Slippery Whistle, the Muffkateer, the Bum-Shaka-Laka, the Moss Covered Three Handled Family Credenza, the Moonraker, the Five Knuckle Shuffle…”

Pinkie Pie giggled. “That one made me go ‘RAPPADOO!’” She shrugged at Sunset’s confused stare. “I’d never made that noise before.”

“…the Dawn of the Head…” Rainbow Dash continued unabated. “…the Reanimate-Her, the Clam Dive…”

“Eating me out in the hotel hot tub during a school trip is not a secret sex position.” Rarity huffed.

Dash raised an eyebrow. “How long did I hold my breath for?”

“…I don’t recall.”

“I do. And making you cum three times in two and a half minutes totally gets that bad boy into the book.”

“That’s impressive.” Sunset stretched, still basking in her afterglow. “You girls must really do this all the time. I’m surprised everyone at school hasn’t figured you were all lesbians yet.”

“You better stop that train right there, sugar-tits.” Dash reclined onto the plush carpeting, lightly rubbing her back on the softness. “The only two career carpet munchers here are Country Mouse and City Mouse over there.”

Applejack snorted irritably while Rarity just giggled again.

“Me and Pinks are one hundred percent bi. Or was I not clear earlier when I said I wanted your ex’s cock?”

“Yeah, I could never pick between boys and girls. That’d be like choosing between cakes and pies, or cookies and croissants, or donuts and muffins, or…”

Sunset clamped her hand over Pinkie’s mouth before she could really get going. She turned to Applejack. “But you said you thought about Flash too.”

Applejack crossed her arms as she sat on the edge of the bed. “I said I liked his hair, not his dick.”

Rarity giggled again as she sat daintily next to Sunset. “You’ll have to forgive Applejack. She’s only come to truly understand her urges and desires because of moi.”

Sunset felt Pinkie’s tongue lapping her palm and she pulled her hand back quickly. “You really don’t have an off switch, do you?”

Pinkie proudly shook her head.

Rolling her eyes, Sunset found Fluttershy still tied on the floor. Her long curtain of hair had fallen over her eyes in her desperate writhing. Her only movement came from the soft pants that pulsed in her stomach and rippled on her hair. “Should we… untie her?”

Dash looked back at the yellow girl and grinned. “Soon. She’s almost ready, I think.” She stood and made her way over to the severely aroused girl. She stooped down and ran one finger along their prisoner’s slit. Fluttershy moaned desperately and her writhing continued in earnest. Dash brought the finger to her mouth and licked it clean. “Yeah, she’s just about ready. I’ll go ahead and equip her.”

Rarity unconsciously brought her hand to her mouth. “Oh Dash! Are you sure? This is only Sunset’s first night after all.”

“Sure I’m sure.” She reached into the duffel bag next to Fluttershy and rooted around for something. She looked back at Sunset with narrowed eyes. “You want the full experience, don’t you?”

Confused, but still turned on, Sunset nodded slowly.

Dash nodded and resumed her search. “See Pinkie and I are equal opportunity horn-dogs and Rares and AJ love them some softball. But Fluttershy? Fluttershy is something else entirely.” She grinned as she pulled what she’d been searching for from the bag; a purple strap-on of moderate size. “Fluttershy is quiet and reserved for a reason. She’s, for lack of a better term, a freak. There is almost literally nothing in this world she won’t at least try to fuck. Boys, girls, dogs, cats, hamsters, horses…”

“Oh, so we do have something in common.” Sunset smirked.

Dash ignored her and the laughter from the other three girls. “…Reptiles, furniture, electronic appliances, cars...” She paused as she undid the straps. “Didn’t she try to fuck a tree once?”

“What do ya mean ‘once?” Applejack chuckled. “I smoothed down the knot on her favorite so she wouldn’t get splinters. It’s the one where she can see into Mac’s room.”

At the sound of the farmer’s name, Fluttershy whined again.

“Yeah, she’ll fuck anything. But that kinda thing is frowned upon, y’know. So she bottles it up.” Dash settled on her knees and set to work attaching the false phallus to Fluttershy. “She bottles it and bottles it until she gets an outlet.”

“Like a sleepover at Pinkie Pie’s house.”

“Now you’re gettin’ it.” Applejack began to subtly move away from the bed.

Dash hooked the last strap and pulled it tight with practiced ease. “Now, once she gets past the first rush, she’ll be calmer and more into the whole group thing. But first you need to get that first rush out.”

Sunset felt Rarity pulling away from her. “Uh, why me?”

“Because she’s secretly been wanting to pay you back for bullying her so much. And splitting us all up as friends.” Dash peered over her shoulder. “You gonna move, Pinks?”

Pinkie nodded, grinning widely, and rolled off the bed.

Sunset suddenly felt very alone. “I… I thought you’d all forgiven me.”

“Oh, we have.” Dash reached for the knot holding Fluttershy hostage. “But we’re not gonna deny Fluttershy just a little bit of payback.” With a final flourish, she pulled the knot free.

Fluttershy’s hands and feet landed on the carpet. She pushed herself up, supported by her limbs, and stretched her back like a cat. She moaned, a deep, throaty sound, as her limbs got their feeling back. Slowly, terrifyingly, she turned her head to face Sunset.

Sunset saw two wide eyes staring at her from behind a wall of pink hair.

“You were so mean.” She whispered.

Sunset began to inch her way backwards on Pinkie’s bed. A wall of pillows impeded her escape.

“So this time… you’ll scream.”

Dash smirked and smacked Fluttershy’s rump. “Get ‘er.”

“Oh shi-!”

Sunset almost screamed as Fluttershy scrabbled across the room at her on all fours like a nightmare from some Japanese horror film. She jumped the last few feet and landed on the lush bedspread. Her hands grabbed Sunset’s legs and yanked her roughly towards her. Fluttershy stood on her knees and positioned the false dick at Sunset’s entrance. She grinned maniacally through her hair, made to push forward…

“Oh shit! Hang on.” Applejack leaned over with a bottle of lube and rubbed a healthy amount across the stap-on’s length. She tipped an imaginary hat and pulled back again. “Carry on.”

Fluttershy’s psychotic grin was gone. She smiled cutely at the confused stare from Sunset. “Sorry. I tend to be a little dramatic when I get untied the first time. I really do want you to enjoy this. I’ve been attracted to you for quite some time, y’know. And don’t worry, I absolutely have forgiven yo…”

Sunset surprised her by shooting upwards, grabbing a fistful of that luscious pink hair, and pulling her into a deep kiss. Fluttershy squeaked but eagerly returned the gesture, using her tongue to count Sunset’s teeth.

Sunset pulled away, her face red with the arousal that had spawned from her earlier fear and panic. “I’m really happy that you don’t hold anything against me, but I will be the queen bitch of your senior year if you don’t shut up and fuck me like you hate me.”

Fluttershy’s eyes narrowed. She inhaled deeply, placed two fingers on Sunset’s chest, and shoved her roughly back onto the bed. Before Sunset could react, her legs were in the air, held aloft in Fluttershy’s suddenly very strong hands, and the well lubricated dildo was sliding into her.

Sunset arched her back as she was filled for the first time in this world. She had forgotten the simple joy that came with the fullness, the happiness she felt at the warm thighs of her lover touching her own as the toy hilted inside her.

Fluttershy squared herself, braced her legs…

…and started pounding the ever-loving shit out of Sunset Shimmer.

There was no build-up, no slow thrusts to prepare for the true fucking to come. There was only the release as Fluttershy poured every bit of built up frustration into the pistoning of her hips. She forgot about ensuring that Sunset was enjoying it. All that mattered was the drive to pour all of her frustrations and rages and embarrassments into the collision of her pelvis with Sunset’s. She was silent, not even a moan, even as the pleasure built up inside her.

Sunset was losing her mind. She had never imagined anything like this coming from the demure girl holding her legs. Hell, she could only remember having sex this rough once before.

'I really should have asked Twilight how her brother was these days.' She thought with an inner villainous grin.

That thought, and most others, were torn asunder as Fluttershy’s assault continued. Sunset’s hands flailed for purchase, grabbing at her own bouncing breasts and tossing her head back to moan in wanton lust. Her first orgasm ripped through her, catching her off-guard with its suddenness and intensity. Her throaty moan came out fractured as her body bounced from the force of Fluttershy’s thrusts.

Fluttershy didn’t pause for an instant.

Rarity, Applejack, and Rainbow Dash sat on the sidelines, calmly observing the hammer-like destruction being rained down of Sunset’s vagina.

“Holy shit.” Dash wiped a bit of drool away. “When she gets like this, it really makes me wonder.”

“Wonder ‘bout what?”

“About if she’s gonna fuck your brother like that.”

Applejack glared as Rarity and Rainbow Dash shared a laugh and a high five. Her lips spread in a smirk. “Hey Dash?”

“Yeah?”

“You haven’t cum yet, have you?”

Dash recognized the smirk and gulped as Rarity mirrored it. “Uh… no?”

“Oh, darling; that simply won’t do.” The fashionista leaned over and grabbed the duffel bag that contained all of Fluttershy’s wonderful toys. “However will we remedy our dear friend’s situation?”

Applejack’s smirk became predatory as she started towards the blue girl. “I’ll take the top.”

Rarity’s lips mirrored her favorite playmate’s as she dragged the bag towards Dash. “And I’ll take the bottom.”

Rainbow Dash’s eye twitched as they spoke in unison. “And we’ll meet in the middle.”

They pounced.

Pinkie Pie lay on her stomach and kicked her feet lazily in the air as she watched her friends go to town on one another. She had a lengthy internal debate about where to join in.

She noted that there was an open space between Fluttershy’s legs as she continued to destroy Sunset. Surely the shy girl’s slit could use some extra attention.

Rarity was already up to Dash’s knees as she lavished her with a tongue bath. Applejack had taken a detour and was knawing on Dash’s earlobe much to the athlete’s satisfaction. Would they be upset if she tasted the rainbow before either of them? Or would that be considered cheating in whatever game they were playing?

A third motion caught her eye; movement outside her window.

Pinkie froze. She considered alerting the girls to the potential peeper, but ultimately decided that everyone was just having too good a time at the moment. Instead, she slowly crab-walked until her back was against the far wall. She knocked three times on the thin plaster just beside an air conditioning vent.

The reply came through the vent, exactly how the Pie sisters had communicated since childhood. “Yes?” Not everyone would have been able to tell given the grey girl’s usual monotone, but Pinkie could hear in her sister’s voice that she had already been quite busy this evening.

“Hey Maud.” She leaned closer to the vent so only her sister could hear her. “Would you mind taking a peek into the bushes outside my window? I think we might have an unexpected guest.”

“…can it wait?”

Pinkie rolled her eyes good-naturedly. “Pretty pretty please, big sis? I’ll owe you one.”

A longer pause. “Which one?”

Pinkie smiled. “Any one you want.”

The faint and unmistakable sound of pants being pulled back up. “I want the new one.”

“Done. She tastes great, by the way.” She listened as Maud left her room and started for the back door. That situation taken care of for the time being, she turned her full attention back to the orgy in the middle of her bedroom. “Let’s see…” She pointed a finger at Sunset and Fluttershy. “Eenie.” The finger moved to the trio. “Meanie.”

Rarity suddenly paused her tongue just shy of Rainbow Dash’s dripping sex and brandished her salvaged treasure from the toy bag; a double headed dildo.

Pinkie licked her lips. “Miney.”

Author's Note

As you can probably tell, I'm trying a new style; comedy mixed with light clop. Let me know what you think.

And yes, I shamelessly ~~stole from~~ ~~borrowed from~~ paid tribute to the fanfic 'Assertiveshy' by Mr Unsmiley with the Sunset/Fluttershy conversation.