Costume Envy

by Holy

Rating: mature
Tags: Sunset Shimmer, Slice of Life, Human, Main 6, Rainbow Dash, Romance, Equestria Girls, Sex
Length: 10166

Rainbow Dash has always used Halloween as her chance to finally be the hottest one in the group, but when Sunset shows up and takes her title, tensions between the two lead to the release of quite a few pent up feelings.

Rainbow Dash has always used Halloween as her chance to finally be the hottest one in the group, but when Sunset shows up and takes her title, tensions between the two lead to the release of quite a few pent-up romantic feelings.

Art Source | Support the author | Ko-fi

Published 2016-04-18 22:00:01 UTC
Last updated 2016-04-18 22:00:01 UTC

Costume Envy

Rainbow Dash crossed her arms over her chest, a cocky smile on her face. The nip of the October cold could never bring her mood down with the way she looked. Despite the rather revealing dress draped across her body, the uncharacteristic amount of makeup on her face, and the artificial extensions on her teeth, Rainbow felt more comfortable than ever.

"Um, I like your costume, Rainbow," Fluttershy said between trying to align the cat ears on her head and glancing towards Rainbow, breaking the momentary silence as the group waited around outside of Rainbow's house for Sunset.

"Of course you do. I always look this good for Halloween," Rainbow said in her usual cocky tone, an arrogant smile on her face.

"Haven't you seen her on Halloween before, darling?" Rarity asked with a raised eyebrow, her hips cocked in her witch costume.

"Um... no..." Fluttershy said timidly.

Applejack nudged Rarity. "She ain't never been out with us on Halloween before, 'member?"

"Oh, that's right... Well Rainbow here always takes the opportunity to look her absolute best when it comes to this holiday. You should've seen my face the first time she came to the boutique wanting a dress," Rarity said. She looked proudly over her work as it clung tightly to Rainbow's features.

"She always gets the most candy too! All the creepy old guys in this neighborhood love the sexy teenage vampires!" Pinkie Pie added. Her baggy clown costume waved with her excited movement.

"Just a side effect of having the hottest costume in all of Canterlot," Rainbow said, a smug look on her face.

Applejack rolled her eyes at Rainbow's usual hubris, rolling the sleeves down on her scarecrow costume because of the cold. "A great opportunity to toot 'er own horn, too."

Rarity waved Applejack off. "Oh, let her have her fun, Applejack. You do have to admit she looks absolutely gorgeous in that dress I made for her."

"Great chance to toot your horn too, huh?"

Rarity put her hands on her hips and gave Applejack a cross look. Applejack sighed, knowing how seriously Rarity took her work.

"Alright, fine, she does look pretty good."

"Heh, not like you could ever really deny it," Rainbow added, eliciting an eye roll from Applejack.

"Well, Sunset should be here any minute. Once she arrives we can start the usual rounds," Rarity said, a tinge of excitement in her voice.

"I wonder what her costume will be?" Fluttershy asked.

Sunset took a deep breath, trying to calm the growing nervousness inside her. She held her leather jacket closed, as the subtle breeze of the autumn night nipped at her through her tattered shirt and torn jeans that showed a lot of her skin. She walked briskly over to Rainbow's house, hoping she'd calm down by then.

Sunset closed her eyes, frustrated with herself that she couldn't just have one normal night with her friends. Every single time they've gone out the past couple of months, she's been nothing but distracted, her mind racing with thoughts of a certain rainbow-haired athelete. Sunset hadn't even thought about relationships since she left Equestria, but now that her new flurry of hormones and feelings have found their new target, she couldn't seem to get it out of her mind.

Sunset sighed, hoping maybe tonight would be different and she could actually have fun. She mused that she could just ignore her feelings and have a normal time with her friends, maybe even have some playful banter with Rainbow. The thought of the friendly interaction brought a smile to Sunset's face, making her remember why she fell in love in the first place. The second she saw Rainbow Dash in the distance as she turned the corner on the sidewalk however, she knew a normal night was going to be impossible.

Sunset had to avert her eyes, feeling the burning sensation in her cheeks yet again as her heartrate sped up. She gave a little frustrated grunt at herself as she approached the group. With a few deep breaths, she mostly regained her composure by the time she came close enough, but still couldn't to keep her eyes away from Rainbow, surveying the elegant dress that showed off her athletic features.

Rarity turned towards her after some of the other girls gave their greeting and a look of shock came over her face. Sunset winced when she expected her to ask what was wrong. "Darling, you look absolutely stunning!"

"Huh?" Sunset said, confused. The rest of the girls looked over Sunset with varying levels of astonishment

"That costume... I'm not usually one for the whole 'tattered punk' style, but that really works for you, dear," Rarity said, looking over Sunset's body with a surprised smirk.

Applejack gave her a nod of approval. "Gotta admit, you do look pretty good, sugarcube. I like the glowing eyes and fangs."

"Thanks, the contacts are a little irratating, and it took forever to do this makeup and get these clothes right," Sunset said as she rubbed the back of her neck with a smile, still somewhat distracted.

"Those jeans really accentuate your features," Rarity said. She walked around Sunset and fawned over her, making Sunset a bit uncomfortable at the attention. "The tattered shirt was definitely a nice touch, a tasteful amount of skin is never a bad thing."

"You don't think it's too slutty?" Sunset asked.

"Oh of course not, dear. Wherever did you learn how to dress yourself so well?"

Sunset let off a humble smile after all the work she put in. "Oh, the internet is pretty useful. Apparently there were a couple of movies that inspired a lot of other costumes like this."

Pinkie Pie gasped, making Fluttershy reel back in fear. "Guys! now we have two sexy vampires with us! Though I think Sunset might give Rainbow a run for her money this year!" Pinkie said as she wrapped an arm around Sunset, smiling towards Rainbow.

Rainbow was visibly agitated at the display, and gave Sunset a once-over with a scowl. "Oh come on, she looks pretty much the same as she always does. Leather jacket and boots, big surprise," Rainbow said, her face bordering on a pout.

Sunset winced at her tone. Not that she wore this costume to impress Rainbow, but she certainly never wanted to seek her disdain. The sudden insult brought Sunset's self-esteem crashing down form the previous compliments from the rest of her friends.

"Rainbow Dash!" Rarity scorned, "Sunset must've put a lot of work in for this costume, and I think she looks fabulous for it. Just because you're jealous does not give you the right to bring others down."

"Ugh," Rainbow scoffed with a roll of her eyes. "I am not jealous. Just don't think the costume is that impressive." Rainbow cast few tentative glances towards Sunset as if she didn't want to fully look at her. Rainbow's words stung after the hours she poured into trying to look good for tonight.

Rarity turned back to Sunset, giving her a gentle smile. "Don't mind her, darling. I think you look amazing."

Sunset couldn't help but feel a little down at Rainbow's comment, and by the sympathetic looks Applejack and Fluttershy were giving her, they could tell. "Thanks, Rarity. It's alright." Sunset took a deep breath, trying to put a smile back on her face. "Well, I guess we should go ahead and get started with Nightmare Night, huh?"

The girls all gave her confused looks at that one. "Er, Halloween," Sunset corrected. She gave them a sheepish smile and they all shrugged.

"So Halloween back in Equestria was... Nightmare Night?" Applejack asked.

"You got it," Sunset replied as they began their trek into the neighborhood.

After a few moments of silence, Rainbow spoke up. "We should have a competition. Whoever gets the most candy at the end of the night wins," she said as she led the pack to the first house.

"Wins what?" Sunset asked. That earned a quick, annoyed glance from Rainbow, as if Sunset implied she was going to win. Sunset shied away from her gaze, her ego taking another hit.

Rainbow looked back toward the street. "How about at the end of the night, everyone has to give up a piece of the winner's favorite candy."

Pinkie gasped and narrowed her eyes at Rainbow. "You. Are. On," she said in the most serious tone Sunset had ever heard out of her. "Get ready to give up all your lolipops, girls, cause to this clown, candy is no joke."

The rest of the girls rolled their eyes at Pinkie's usual antics. Rainbow took it as a challange, her cocky grin sharpening at Pinkie. "You better get ready to hand over all your pixie sticks, cause I always win, remember?"

"Not this day!" Pinkie yelled. Pinkie took off like a shot towards the first house, eager to get a head start on the candy competition.

"Hey! Get back here!" Rainbow took off after her in a clumsy attempt to jog in heels.

The first few houses the girls stopped by made the tension thick between Pinkie and Rainbow. Both girls were relentless in their attempt to flaunt themselves for candy; Rainbow made sure to accentuate her features to any males answer the door, and Pinkie bargained for extra handfuls with cheesey jokes. After watching their antics, the rest of the girls would step forward and apologize for their friends, thanking their neighbors for the candy and then would move on to the next house.

All the girls seemed to quickly notice that Sunset was getting some unusually large handfuls into the pillow case she was toting. Every time she gave someone a smile and a sweet 'Happy Halloween', they would usually compliment her on her costume. Rainbow noticed more than anyone, and her scornful look wounded Sunset every time she turned around and saw it. After half a dozen more houses, Sunset was finding it hard to give people a friendly smile and a thank you after a handful of candy. Some of her friends seemed to notice. One of them didn't care.

A few more houses down the line, Sunset was visibly downtrodden despite having the largest bag of candy in the entire group. That was all Rainbow could see; that Sunset was beating her, and her competitive spirit completely ignored her adversary's mood. The frustrated looks and angry frowns towards Sunset only made her feel worse. She could tell that Rainbow didn't want her there, that she was making the experience worse for her and for everyone else too. Again.

Between houses, Sunset decided to stop in the middle of the street. She felt more like a burden than a welcome addition as usual. She just wanted to go home now so she didn't have to ruin everything again. Besides Pinkie and Rainbow, the rest of the girls stopped to see why Sunset was motionless. "Girls, I think I'm just gonna head home," Sunset said, not being able to look at her friends.

"What, why?" Fluttershy asked.

"Is something wrong, sugarcube?" Applejack asked, a concerned look on her face.

"No, it's just--"

Rarity lifted a finger up to cut off Sunset. She turned towards Applejack and Fluttershy, waving them off. "You two go on ahead. I imagine Rainbow Dash and Pinkie Pie are up to no good without us watching them. I'll talk to Sunset."

Applejack and Fluttershy looked between each other and shrugged. "If you say so," Applejack said, before turning around to find their lost friends, taking Fluttershy with her.

Rarity turned back towards Sunset, a concerned look on her face. "Darling, what's wrong?"

"It's nothing, Rarity. I just don't feel very good... and I just want to go home," Sunset said, still not wanting to face Rarity.

"You know that game isn't going to work with me, dear. Does this have something to do with..." Rarity looked over her shoulder, making sure the rest of the girls were far out of sight, "...that thing you told me about the other day?"

Sunset let out a long sigh and dropped her bag of candy by the curb. She slumped down and took a seat on some person's grass, knowing she'd have to let it all out to Rarity before she was satisfied. "It does."

Rarity flattened out her dress and took her witch hat off, placing herself next to Sunset on the curb. "It's Rainbow, isn't it?" Rarity asked.

"Was it that obvious?" Sunset said, sounding defeated. Sunset had admitted to Rarity she had an affinity for one of her friends, but had no idea how to deal with it. Being so frustrated just trying to hang out with her friends over the last couple of months was more than Sunset was able to bear, and had to finally admit it to someone, albeit without specifics.

"Your mood seemed to worsen every time Rainbow saw you were beating her. You certainly weren't being very subtle about it."

Sunset groaned and put her head between her knees. She just wanted things to go back to normal again. "I don't even know how to talk to her anymore. Every time we all hang out I can't seem to enjoy myself without it ending up like this... and now it feels like Rainbow doesn't want me around at all."

Rarity put a comforting arm around Sunset. "Darling, there's no reason to take Rainbow's competitiveness that way. You know how she is; and it's pretty obvious who the winner of her little wager is going to be," Rarity said with a playful nudge, motioning towards Sunset's bag of candy.

Sunset remained silent for a moment. The logic was sound; she knew how Rainbow was, but that didn't stop her cross looks from hurting. She let out another sigh, pushing her bag of candy around with a boot, feeling the extra set of clothes at the bottom.

"Are you still going to spend the night at Rainbow's house?" Sunset asked.

"I believe so. Fluttershy said she may stay over as well."

Sunset sighed again, shifting her weight away from Rarity. "I should just go home."

Out of the corner of her eye, Sunset could see a tinge of frustration building in Rarity's demeanor. The negative emotion only made Sunset feel worse, even if it was only for a split second. "Sunset, this isn't going to get better by you going back to that dingy little apartment. Dwelling on these things is just going to make them worse." Rarity placed her other hand on Sunset's knee to draw her attention. "You should stay with us. I'm sure it would be a good moment for you to get closer to Rainbow."

"Or for me to push her away even more," Sunset said. She looked away from Rarity, then the thought of her agitation made her look back. "I'm sorry; I know you're trying to help." Sunset stood up off the sidewalk, trying to put on a smile for Rarity.

"Maybe if it's just you, Rainbow, Fluttershy, and I she might not be so..."

"Brash?" Rarity finished for her as she got up as well.

"Yeah. Something like that."

"So you'll give it a chance?"

"I guess so," Sunset said, trying not to look too defeated.

"Wonderful! I promise we'll have a good time, dear. Just give it a chance."

Rarity turned to return to the rest of the girls, expecting Sunset to follow. "Thanks, Rarity," Sunset said quietly, still not sure about it.

"Think nothing of it, dear. I'm always happy to help with your... ahem... love life."

Sunset and Rarity caught up with the rest of the girls at the end of the street. Once they walked up to the door, Sunset was surprised to see the person handing out candy.

"Oh, hey, Flash...uh, how are you?" Sunset asked awkwardly. Flash's gaze immediately transfixed on Sunset, giving her a once over. His mouth hung open for a moment, making Sunset feel more than a little uncomfortable.

He stammered for a second and cleared his throat, trying to make up for the odd moment. "Sorry. I... uh... You look amazing, Sunset. I love that costume," he finally got out. Sunset could see Rainbow fuming off to the side. Seems like she didn't get the same treatment out of him.

"Thanks, Flash. It's really nothing special."

"You kidding? I think that's the best costume I've seen all night! It must've taken you forever to get it looking that good."

Sunset didn't say anything. All she could focus on was Rainbow's clenched fist and hardening expression in the corner of her vision. The moment hung awkwardly as Sunset looked away, Rainbow's malice overcoming anything positive from Flash's compliments.

"Oh! Right. Candy." Flash gave Rarity and Sunset their share, making sure to give Sunset a little extra. As Rarity turned away and the rest of the girls were beginning their trek to the next house, Flash leaned in close to Sunset. "Can I talk to you for a minute?" he said before Sunset could give him a thank you.

"Uh, sure, I guess..."

Flash rubbed the back of his neck and gave her a sheepish smile. "I know we didn't exactly end on the best of terms and all, but... would you want to go out to dinner with me sometime?"

"What?!" Sunset heard Rainbow yell in the background. The sudden, sharp shout made both of them jump for a moment. Applejack and Rarity reeled Rainbow in, leaving Sunset and Flash back to it.

Sunset sighed. As flattering as being asked out was, there was no way she could salvage tonight at this point. She just wanted to go home.

"I'm sorry, Flash. I'm just..." Sunset said, not being able to look at him.

Flash gave her a smile and raised a hand to stop her. "Don't worry about it, I understand. Can't blame a guy for trying, right?"

Sunset gave him a small smile in return, as forced as it might be. "I guess not. I should really get going."

"Alright, I'll see you around, okay? And don't hesitate to hit me up if you change your mind," Flash said, a hopeful smile on his face.

Sunset gave him a nod, then turned back towards her friends to leave. Flash apparently didn't wait long enough for a little privacy, as once Rainbow yelled, the rest of her friends saw the whole display. Rainbow was fuming by this point, and glared at Sunset until she joined back up with them.

"Why?!" Rainbow shouted at Sunset. "Your costume looks like you got attacked by a pair of scissors! Why is everyone giving you all the attention, huh?! I look ten times better than you!"

Sunset gritted her teeth, the insult striking her hard enough to make a lump form in her throat. She looked away from the group as she felt her eyes start to water up. After having such a bad night, this piling onto it was pretty much the last straw for Sunset. She looked down the street, thinking she could just walk away before she started crying.

Applejack stepped in front of Rainbow, a stern look on her face. "What in the hay is wrong with you? This ain't the costume olympics, Rainbow. Leave Sunset alone."

Rarity stepped in as well, attempting to assuage the situation with her soothing demeanor. "Look, I think it's getting a little late, and some of us are getting a bit... cranky. How about we just call it a night. We've all gotten plenty of candy so far."

"And let her win?! No way! She barely did anything to deserve it," Rainbow said, motioning towards the sack of candy in Sunset's hands.

Sunset clenched her fists hard, feeling her frustration come to a boil. She could feel the tears at the edges of her eyes, and wanted to be done with this whole situation before it got any worse.

Sunset tossed her bag of candy into the middle of the group. "Just take the stupid candy, you win. I'm... I'm going home," Sunset said, choking down a sob. Her voiced cracked multiple times as she tried to get all that out, silencing the rest of the girls. She didn't bother to look at them as she walked away down the street.

Sunset felt childish as she walked away, tears streaming down her cheeks. She shouldn't have gotten that worked up over Rainbow's little outburst. She gets like that all the time. This time was different for some reason, this time it was directed at her, and this time it was just too much for her to bear. Sunset knew deep down that it didn't mean Rainbow hated her, but for some reason it sure made her feel that way. She just wanted to be done with that night already, even if it meant storming away from her friends and seeming immature.

She didn't make it a few steps before Rarity put a hand on her shoulder to stop her. Sunset stopped to look back at Rarity for a moment, seeing her concerned eyes as Rarity looked over her tear-stained face. Sunset shook herself out of Rarity's grip. "Would you please just leave me alone."

"Sunset, please, just stop for a moment," Rarity said in her soothing tone.

Sunset stopped for her, giving her friend a frustrated look. "I know how upset you must be right now, but please, just come back to Rainbow's house with us."

Sunset looked at Rarity like she was insane as she wiped tears off of her cheeks. "Are you serious? After all that there's no way we can still have fun tonight. Just let me go home already," Sunset said, turning away from Rarity again, but Rarity caught her.

"Darling, you just have to trust me, okay? I can help you fix this, you just need to give me a chance."

Sunset shook her head and looked her over. "No, Rarity. I'm sick of this. I should've just stayed home tonight. Everyone would've had so much more fun without me..."

Rarity grabbed Sunset by both of her shoulders and looked her sternly in the eye. Rarity's sudden forwardness shocked Sunset. "Sunset, don't you ever say that. We all love you, and enjoy every second we get to spend with you." Rarity spared a look back at Rainbow. "Even if some of us aren't very open about it."

Sunset didn't know what to say. Rarity had never been so stern with her before. "Now, I know how awful you must feel right now, but I can promise you that if you go home now it's not going to get any better. If you would please just stay with us, I'll do whatever is in my power to ensure you have a good time."

Sunset blinked a few times as she looked at Rarity. Deep down she knew she was right, and if there was some chance that Rarity could fix things between her and Rainbow, Sunset was desperate to take it. "Fine..." Sunset said with a soft sigh.

Rarity wrapped Sunset up in a hug. "Oh, wonderful! I promise you won't regret this, dear."

"If you say so," Sunset said, still not sure. Rarity's embrace did make her feel better though, and a little more confident to face the rest of the night.

After a pretty harsh reprimand from Applejack, the rest of the girls agreed to call it a night. They walked the rest of the way in silence, casting the occasional glance towards Sunset to see if she was okay. Rainbow even let go of her pout to see if she actually did any damage, but didn't actually bother saying anything. The sudden empathy was enough to give Sunset a little more faith to Rarity.

Once they all got back to Rainbow's house, the girls said their goodbyes, exchanging hugs and tossing a piece of chocolate towards Sunset after they all held up their bags to see which one was the largest. Rainbow looked away and grimaced once she had to pay her tribute, but with all of her friends giving her glares that said not to act out again, she did so without a word.

At the end of the night, only Rarity, Rainbow, and Sunset walked through Rainbow Dash's door. Fluttershy had decided not to stay the night for whatever reason, leaving the three girls alone. Sunset walked to Rainbow's bathroom first and changed into her pajamas, leaving Rarity and Rainbow alone. While she was in the bathroom washing the makeup off her face, she could her Rainbow raise her voice a few times as they talked, but could never make out exactly what they were saying. Her heart raced thinking of the conversation they might have when she got back. As she washed the excess makeup of her fingers, she could see her hands shaking under the water. Sunset shut her eyes tightly and let out a little, frustrated grunt at how nervous she was, wishing she could just have a normal night with them already.

Sunset walked back into the living room to see Rarity with her bag in her hand, costume still on. Rainbow had changed into a t-shirt and pajama pants while Sunset was in the another bathroom.

"Well, I guess I'll be off, then, girls. So sorry I couldn't stay the night, Rainbow," Rarity said. The statement made Sunset's eyes widen and heartbeat quicken.

"What?!" Sunset blurted out nervously. "I... I thought you were staying the night too!"

"I'm afraid not, dear. Prior engagements and all that. Would you mind walking me out?" Rarity said with a gentle smile on her face, as if she wasn't damning her to the most awkward situation ever.

Sunset tried to clear the nervousness out of her throat. "S-sure."

Once Rarity closed the door behind the two, Sunset looked at her, perplexed. "What the hell, Rarity? You're just going to leave alone with her after everything that happened?"

Sunset could feel her breathing quicken at the prospect of being alone with Rainbow. She looked away from Rarity for a moment, her mind racing with how she might deal with the situation. Before Sunset could devolve into a panic attack, Rarity put a hand on her shoulder.

"Sunset, calm down. I had a little chat with Rainbow Dash, everything will be alright."

Sunset still couldn't help her mind from racing and the stress from returning to her, even with her friends reassuring words. "How can you say that? Rainbow and I are about as far away from 'alright' as we can get!"

"Just trust me, dear. I made a promise to you, and I did my best to keep it. You'll be fine," Rarity said with a gentle smile. She pulled Sunset into a hug, keeping her there for a moment until Sunset could feel herself calm down. "You can thank me later," Rarity said as she let Sunset go.

Rarity walked away from Sunset, leaving her baffled and still full of questions. Sunset opened her mouth a few times in an effort to ask Rarity something, but she had so much going through her mind that nothing would come to her mouth. She clenched her teeth as Rarity slowly faded away into the night. Looks like she would have to deal with this on her own.

Sunset's heart pounded in her chest when she put her hand back on the doorknob. She debated running home in her pajamas, but tossed the idea aside as soon as she realized how ridiculous it sounded. She took a deep breath and let it out slowly, trying to calm herself. Once she walked back inside and sat down on the couch beside Rainbow, any hope she had of a normal night flew right out the window. Sunset's heart was beating madly in her chest, and she could hardly keep her composure under the pressure of her own nervousness.

"So, uh... you wanna watch a movie or something?" Rainbow asked, her tone uncertain. Sunset looked over at her, the sound surprising her as it broke through the awkward silence between them.

"Oh, sure," Sunset said, forcing a smile as hard as she could manage. Rainbow put on some horror movie that Sunset was sure she was going to save for the Rarity and Fluttershy if they'd stayed. Sunset could imagine the smile on Rainbow's face as she watched the two huddle together, scared out of their wits; she could imagine the laugh Rainbow would let out as they screamed at the jumpscares, and the playful teasing afterwards. The thoughts brought a tiny grin to Sunset's face as she imagined them, taking her mind off her anxiety. Most people might've found little things like that annoying about Rainbow, but Sunset loved that about her. She'd always loved being around her, and even more when she was the target of that playful teasing. The occasional, lighthearted banter between the two was some of the most fun Sunset had with any of her friends.

The happy thoughts soon turned against Sunset, as she realized she was the reason none of that was happening between Rainbow and any of her friends right now. Ever since that strange fluttering inside her started, hanging out with her friends just wasn't the same. She'd always get choked up when Rainbow talked to her, and then her friends would ask what was wrong, and Rainbow would get a little more distant. Sunset's smile faded as she realized how badly she'd damaged their relationship. There was no way Sunset could even think about asking Rainbow out now; the two hardly even talked anymore, let alone bonded to the point where something romantic might happen.

Sunset sat with her knees pressed up against her chest and her arms wrapped around them, half her face sitting hidden between them. Out of the corner of her eye she could see the tenative glances Rainbow passed her way, making the moment seem even more awkward. The music in the movie drew tense with the promise of something scary happening, but Sunset wasn't into it, and from the look of it neither was Rainbow Dash. Her nervousness slowly faded into defeat as she realized her fantasies would never become reality now.

Sunset sighed. Rarity could never have fixed this, Sunset thought. She let go of her knees and let them drop to the floor as she leaned forward. "I think I'm--"

"How about I get us some popcorn?" Rainbow blurted out. Sunset jumped at the sudden outburst, watching as Rainbow quickly walked into the kitchen and left her alone.

Sunset sank back into the couch. I probably wouldn't want to sit around me right now either, she thought. Sunset just wanted to go home again, and deal with all this some other day.

A few minutes later Rainbow returned, a big bowl of popcorn in her hands. She set the bowl between them and sat back down. Sunset didn't bother reaching over for any. She wasn't hungry. All she really wanted was to just go to sleep and maybe dream of something less awkward. After watching another half hour chunk of the movie, Sunset decided she'd had enough of Rainbow's occasional awkward glances.

"You don't want any?" Rainbow finally asked, breaking the silence.

Sunset leaned forward off the couch again, unable to look Rainbow in the eye. "Rainbow, I'm sorry but I just--"

"Sunset, wait," Rainbow said, holding out a hand to stop her. She pinched the bridge of her nose as she opened her mouth to look for something to say. "I'm... I'm sorry, alright? I didn't mean to ruin your night or make you cry or anything. It's just..."

Rainbow sat there for a moment, her face twisting with uncertainty. "Halloween is my night, you know? It's the only night of the year I actually bother putting on all that makeup so everyone's looking at me instead of Rarity," Rainbow said, almost casually. Rainbow took a glance at Sunset's bag of candy laying on the floor, "And I hate losing; so you coming in and stealing the show was... kinda frustrating."

"I probably should've just stayed home tonight..." Sunset said, letting self pity attack her again. She didn't look over at Rainbow but could hear the grunt of annoyance come out of her.

"That's not what I meant. I mean I'm sorry I ruined your first Halloween with us. I was being stupid, and... and shouldn't have treated a friend like that, alright? Rarity said you felt like I didn't want you around and I don't want that," Rainbow said as fast as she could, trying to get the difficult, emotionally-laden words out as quick as possible.

Sunset perked up at Rainbow calling her a friend again; it felt good after being so distant from her for so long. Sunset turned to Rainbow, giving her a tiny smile. "Thanks, Rainbow Dash. I probably shouldn't have acted like that either."

"You don't need to apologize to me; not like you made things awkward for everyone," Rainbow said, the stress leaving her voice. "Well maybe you should apologize for cheating me out of all that candy," Rainbow said playfully.

Sunset smiled. "Cheating? You got beat fair and square."

"You got like twice as much candy as everyone! You had to have paid them off or something."

"Maybe you just need to work on your sex appeal. How do you expect to beat anyone if you only flaunt it once a year? I'm surprised Rarity doesn't beat you every time."

Rainbow narrowed her eyes. "Do I need to come over there? How about we wrestle for the candy instead?" Rainbow asked, crawling up onto the couch, ready to pounce.

Sunset's face instantly went red at the thought of Rainbow holding her down. Her smile at the playful banter quickly faded as she looked away, embarrassed at the sudden influx of feelings.

Rainbow backed down, awkwardness enveloping the moment again. Both of the girls stared at the TV intently until Rainbow broke the silence. "So, uh... we should probably watch another movie, huh? This one is getting kind of boring."

"Yeah... I'm not really into it," Sunset said, trying to hide the embarrassment in her voice.

Rainbow got up and put in a different movie, but Sunset knew she wasn't going to pay attention to that one either. After the thought of Rainbow being on top of her, there was no way Sunset could focus on anything else now. An uncomfortable, warm, wetness was apparent between her legs. Rainbow was wearing a t-shirt that was too small for her, so every time she would move too far forward it would ride up her back, revealing her taut, muscular features to Sunset. Sunset imagined what it might look like completely off of her, and that only made her situation even worse.

Rainbow and Sunset talked a little more as the movie went on to try to ease the tension between them. Sunset tried her hardest to sound somewhat normal, but her arousal wouldn't seem to go away. Just as she thought she could hardly focus on the movie, and her eyes kept coming back to Rainbow sitting right beside her.

"So, Rainbow... have you ever, uh, been with a girl before," Sunset said, her eyes going wide as soon as she realized what came out of her mouth.

Rainbow shifted uncomfortably on the couch next to her. Sunset could see her internal debate on what to say unfold as she looked at every point in the room but at Sunset. After a few tense moments, Rainbow finally sighed and looked over at Sunset.

"Sunset... Rarity told me."

"What?!" Sunset blurted out, a dark blush coming over her face. She closed her eyes tightly, wondering why her friend would betray her like this.

"It kinda made sense, I guess. I mean, you've been acting pretty weird around me for a while now..."

Sunset pulled her knees up to her chest again, looking away from Rainbow. She could feel the heat overwhelming her face as embarrassment enveloped her. Sunset sighed as she waited to inevitably be let down gently, or maybe not in Rainbow Dash's case. Rainbow opened her mouth a few times, but couldn't seem to find what to say.

"I mean, who wouldn't want to get with me? I bet half of Canterlot's had a crush on me at one point," Rainbow said, trying to act confident, but her tone sounded a bit forced. She gave Sunset a few more awkward glances. "But, uh... to answer your question, I've never been with a girl before." Silence hung in the air for a moment between them. Sunset shut her eyes tightly, just wanting the rejection to be over already. "But, uh...I'll trying anything once... I guess," Rainbow Dash let out, rubbing the back of her neck as she stared up at the ceiling.

"W-what?" Sunset perked up at those words. She dropping her feet back to the floor as she looked over at Rainbow.

"I mean I've never kissed another girl or anything, but I guess it wouldn't be that bad. I mean it's probably better that it's with a friend than some random girl at a party, right?" Rainbow said, a blush forming on her own face.

"Y-yeah..." Sunset said. "Do you... do you want to try it right now?"

Both of the girls sat there for a moment, the blushes growing darker on each of their faces. Finally Rainbow broke the silence, awkwardly scooting closer to Sunset. "I mean, if you want to--"

Sunset scooted closer towards Rainbow as well, still not able to meet eyes with her. "So... how should we..."

"I guess we could..."

The girls inched closer to each other until finally their fingers overlapped on the leather couch. Both of them looked down to see Rainbow's hand on top of Sunset's, then looked back up and finally caught each other's gaze.

For a few tense seconds they stared into each other's eyes, blushing madly as they searched for something to say. It seemed they were both locked in place, entranced in their gaze. Sunset decided to take initiative. She flipped her hand over, wrapping her fingers around Rainbow's palm. She slowly closed her eyes, inchng her head ever closer to Rainbow's.

After what seemed like an eternity, she felt Rainbow's lips on her own. The warm contact of the foreign skin made Sunset's heart flutter, and burning between her legs got even worse. Sunset's breath caugh in her throat as she paused, just taking in the fact that she was kissing her crush. The soft caress of Rainbow's lips on her own felt heavenly, so Sunset gently pushed into her, wanting more. Rainbow seemed less eager, timidly accepting Sunset but not really going any further.

Sunset pulled away, enjoying the impression Rainbow left on her lips as she opened her eyes. She let out a long sigh that neared a moan as she enjoyed the moment. Happiness surged through Sunset's body as she realized what she just did, but hesitated to let herself smile as she watched Rainbow for a reaction.

Rainbow opened her eyes as well, but looked around the room again as she fidgeted on the couch next to Sunset.

"How did you like that?" Sunset asked tentatively. She watched Rainbow Dash timidly, hoping she liked it just as much as she did.

"It was... pretty cool," Rainbow said, a smile forming on her face. She still didn't want to meet eyes with Sunset, but a grin was all Sunset needed to see.

"Do you... do you want to keep going?"

Rainbow looked towards Sunset for a moment, still shifting around nervously. "What do you mean?"

Sunset cleared her throat. What was going through her mind made her heart race. Even the thought of suggesting it to Rainbow made her stomach flutter. "Well, we could... make out?" Sunset got out before her breath caught in her throat. Both of the girls blushed hard as the request sank in.

Rainbow didn't answer, so Sunset bit her lip in anticipation. Not wanting to hear a no, Sunset finally closed her eyes and leaned forward again, not being able to resist her own desires. She could feel Rainbow tense as their lips made contact again. Sunset rested her hands on Rainbow's shoulders, holding her in place as she kissed her deeply yet again.

Rainbow went stiff for a moment, letting Sunset do all the work. With a timid sigh, Rainbow opened her mouth to let her in. Their tongues touched for a brief moment, pausing as they figured out what to do with each other, but Sunset pressed on, forcing Rainbow's tongue to dance with her own as she slowly traced her hands up to Rainbow's neck. Rainbow slowly put her hands around Sunset's body, making Sunset's breath falter again at the loving contact.

Finally, Rainbow pushed back on Sunset, apparently wanting to take control of the situation. She pushed Sunset away and onto her back on the couch, the crawled on top of her, placing her hands on either side of Sunset's head. Sunset looked up to see Rainbow's otherwise light face a dark shade of red, and her eyes looked into Sunset's with a sudden lust that completely pushed out the timidness she'd seen in her after the first kiss. Rainbow leaned down and pressed her lips against Sunset's again, pushing her tongue towards Sunset's and leading the dance as they caressed each other.

Sunset moaned as she felt Rainbow's body settle against her own. Rainbow's hard, taut muscles against her skin made the wetness between her legs even more uncomfortable. Sunset purposely brushed her legs across Rainbow's just to feel those hard muscles against her. She wanted so much more of her, and cursed the thin fabric of the cheap t-shirts and pajama pants keeping her away from feeling Rainbow's smooth skin and the unyeilding flesh underneath.

Sunset ran her hands across Rainbow's back, enjoying her form there as well. She slowly creeped her hands down Rainbow's sides, pausing every few inches to see if Rainbow would stop her, but Rainbow just kept kissing her, letting Sunset explore as she pleased. As Sunset neared Rainbow's hips, she slipped a few fingers underneath her waistband to feel Rainbow's soft skin and run her fingertips across the hard lines that the muscles drew into her body. Sunset stopped herself once she realized she was slowly dragging Rainbow's pants off of her.

Rainbow pulled her upper body off of Sunset, leaving their legs tangled together lovingly. A string of saliva hung between their mouths for a moment, evidence of their make-out session. Both of the girls sat together for a moment, blinking and panting as they recovered from their first time.

"That was awesome," Rainbow said between breaths. Rainbow looked into Sunset's eyes, a flurry of emotions overcoming her. As Sunset looked up to her, Rainbow's face didn't reveal if she wanted to keep going, but with an errant brush of her thigh between Rainbow's legs, she felt her answer as a warm patch that slowly seeped through her pants and emanated onto her skin.

Sunset cast a quick glance towards the hallway where she knew Rainbow's room was. "Do you want to--"

"Yes," Rainbow replied before she was finished. The girls hopped off the couch and hurried into Rainbow's room, the movie going in the living room, completely forgotten.

Sunset seemed to unlock something primal in Rainbow; as soon as she closed the door behind them, Rainbow threw her onto her bed and immediately crawled back on top of her to kiss her. Being thrown around like that just mad Sunset even more aroused. As Rainbow's body settled back on top of her, she fidgeted her hips into Rainbow, hoping for some relief on her friend's hard body.

Rainbow's hands responded in kind as she slipped her fingers underneath Sunset's shirt. Her hands explored Sunset's body, seemingly enjoying her skin as they snaked around her torso. Sunset moaned into Rainbow's mouth as she felt her warmth passing over her, and arched her back once Rainbow's hand stopped on one of her breasts, giving it a gentle squeeze.

Sunset couldn't wait any longer; she grabbed Rainbow's other wrist and guided it down her navel until she felt her friend's fingers brush over her smooth mound. Rainbow hesitated just for a moment as her hand hovered over Sunset's wet folds. Rainbow broke the kiss for a moment to look down Sunset's body. With an arch of her back and a soft whimper, Sunset begged Rainbow to give her what she wanted already.

Rainbow looked down at her hand as it finally made contact, Sunset's arousal staining her fingers. She slowly slipped one finger into Sunset, then another, carefully exploring her insides and just watching her as she shifted and moaned under Rainbow's touch. Sunset grit her teeth as pleasure exploded through her. She wrapped both of her arms around Rainbow for support, as it felt like she might lose control of herself at any second. Rainbow pushed her fingers all the way to the knuckle inside Sunset, curling them around inside her as she explored. Sunset cried out at the feeling, having to bite her lip so she wouldn't get too loud under Rainbow's touch.

Rainbow slipped out of Sunset's grasp to rise up on the bed. She looked down onto Sunset's body and bit her lip as she surveyed her. Sunset took the liberty to pull her t-shirt over her head, letting her hair spill out onto the pillows behind her. Her heartbeat skyrocketed at the feeling of being partially exposed to her crush like this. The sudden wash of cold air over her warm skin was nothing compared to the desire for Rainbow to go even further with her.

Sunset's heart skipped a beat as Rainbow's other hand slipped under Sunset's hips and crawled underneath her waistband. Rainbow slipped her fingers out of Sunset to grab her pants from the other side, eliciting an almost pained whimper from her at the absence. She lifted her hips to help Rainbow along, feeling the soft fabric drag across her thighs and down her legs, until Rainbow pulled them off from around Sunset's feet, leaving her exposed completely.

Rainbow traced her hand back up the inside of Sunset's thigh until she found her mark. Yet again she pushed into Sunset, making her let out a soft sigh at the feeling of Rainbow inside of her.

Sunset fought against the immense bliss overcoming her to reach a hand up to Rainbow's body. She slid her hand into Rainbow's pants as she leaned up, until her hand grazed over Rainbow's wet folds. Rainbow let out a sigh as she shuddered at the feeling of Sunset's fingers exploring her as well. Sunset followed Rainbow's lead, pushing two fingers inside her and finding out which spots made Rainbow moan the loudest. Rainbow leaned down to kiss her again, little sighs and coos erupting from her mouth every time Sunset struck the right spot. Sunset's vision blurred and she let out her own song of pleasure as Rainbow did the same.

Rainbow pulled away from Sunset, adopting a cocky smile as she looked down at her. "Last one to cum wins," she whispered.

Sunset knew she had no chance. She could already feel herself getting close with Rainbow on top of her as she was completely exposed to her crush. Rainbow leaned up for a moment to take her shirt off as well, so Sunset seized the opportunity to try to at least level the playing field before she lost.

Sunset let her hand slid out of Rainbow Dash, bringing her fingers to her mouth to lick Rainbow's arousal off of them where she could see it. Sunset sauntered around Rainbow, wrapping her hands around her waist and sliding them downwards until Rainbow's pants were at her knees. Sunset felt her breath catch again as she caught the hint of the dark lines Rainbow's muscles painted across her body in the moonlight. Sunset's slit yearned for more attention as she looked over that athletic body completely exposed to her. She bit her lip as she pulled Rainbow Dash back down into the sheets. Once she fell, Sunset took the liberty of taking them out of the equation completely.

Rainbow looked down her body at Sunset as she settled between her legs. Sunset planted a loving kiss on Rainbow's inner thigh, her own heart fluttering as she thought of all the lonely nights she could only dream of doing this. Sunset looked up to see the gentle rise and fall of Rainbow's chest speeding up as she got closer. Each kiss on her friend's soft skin left a tiny echo floating around the room as her lips moved on. Sunset could hear Rainbow's breathing grow heavy with each one, and as she got closer the smell of Rainbow's excitement was almost intoxicating. Finally, Sunset reached the warm wetness of Rainbow's labia, and gave them a few gentle kisses, getting a taste for the fluid that made her folds glisten in the moonlight.

Rainbow let out a tiny sigh and let her head fall back into the pillow when Sunset planted a final kiss onto her clit. Slowly, Sunset let her tongue trace across the tender flesh, making Rainbow bite her lip and buck her hips, wanting so much more. Sunset pushed her hands underneath Rainbow's thighs and wrapped her arms around her hips, holding her in place. Sunset started from the bottom and licked all the way up Rainbow's slit, making Rainbow's jaw drop as she gasped and closed her eyes tightly, the feeling overcoming her.

Sunset pushed her tongue hard into Rainbow's clit, licking and swirling in any direction, just trying to find out what got the most out of Rainbow Dash. She experimented with every direction and pressure she could think of as her tongue lovingly lapped at Rainbow. Soon enough she found the perfect combination to get the most out of her. Rainbow could hardly stay still on the bed anymore as Sunset worked her over. Every lick made her grab the sheets and toss her head as she struggled to contain her moans. The motions made Sunset's own hips writhe as she yearned for the same attention; her own folds were dripping across her thighs, just waiting for her turn to get some release.

Rainbow grabbed Sunset by the hair, barely able to contain herself anymore. Just as Sunset felt that she was about to win Rainbow's second little wager, her friend's hands moved down her cheeks and pushed her away from Rainbow. Rainbow sat up, her breath ragged and sweat beading on her body. Sunset looked up at her curiously, barely noticing that everything between her nose and her chin was soaked in Rainbow's arousal.

"You didn't think... I'd let you win that easy, did you?" Rainbow said between breaths, flashing a cocky smile at Sunset as she tried to regain her composure.

Sunset's heart fluttered again at the sight. This is what she'd been dreaming of for so many months; for Rainbow to flash her that cocky grin and crawl on top of her, giving Sunset the time of her life. Rainbow grabbed Sunset by the neck and pulled her in for a kiss, not caring that her own wetness smeared across her face.

Rainbow pushed her tongue into Sunset's mouth again and guided Sunset's body in her grasp. Sunset let Rainbow move her around, enjoying the feeling of someone stronger than her taking control of her body. Rainbow pulled her around and let Sunset fall into the imprint she'd made into the bed just moments ago. Rainbow broke the kiss and crawled between Sunset's legs.

Rainbow flashed her that arrogant smile again as she leaned down between Sunset's legs. Rainbow didn't bother with any teasing or foreplay as she stuck her fingers inside Sunset and planted her tongue on her clit. The sudden surge of pleasure made Sunset jerk on the bed and grab at Rainbow's headboard, biting her lip so hard she thought it might bleed. Rainbow's assault made Sunset erupt in a series of cries and yelps as Rainbow's tongue hit her in all the right places. Rainbow didn't bother to be gentle or loving, opting instead to hit Sunset as hard and as fast as her fingers and mouth could manage. The onslaught made Sunset thrash in the sheets as she felt her folds quiver under Rainbow's intense touch.

Sunset knew there was no way she could win against Rainbow now. She could feel the pressure building up inside of her, getting worse with every little movement of Rainbow's fingers inside her. Her muscles tensed and she arched her back, unable to control her body as she lost herself in the harsh ecstasy of Rainbow's licks. Sunset reached down and grabbed her friend's multicolored hair, making sure she wouldn't stop as she felt herself grow closer to the edge by the second.

Rainbow curled her fingers up inside Sunset, making her breath catch in her throat. Sunset curled her toes on the sheets as her entire body siezed her with an orgasm. Her inner walls convulsed against Rainbow's fingers, sending waves of pleasure through her entire body. Sunset let out a series of long, drawn out moans that grew more ragged as her orgasm rocked her.

Rainbow let her fingers slid out of Sunset once her folds stopped pulsating around them. Sunset went limp into the bed, breathing like she just ran a marathon and sweat dripping down around her tired body. She looked down at Rainbow, her vision adjusting after the last waves of her orgasm died down.

"Guess I win," Rainbow said as she wiped her mouth, flashing that same cocky grin. Sunset couldn't have been happier as she watched Rainbow's naked form rise up after ravaging her like that.

Sunset gave her a weak nod as her head fell back into the pillow, a blissful smile forming on her face. She could feel Rainbow crawling on the sheets around her, but couldn't bring herself to look in her exhausted state.

"Hey," Rainbow whispered, tapping Sunset on the cheek, "I'm not done yet."

Rainbow grabbed Sunset's wrists, pulling them over her head as she straddled Sunset's face, placing herself right over Sunset's tongue. Rainbow held Sunset's wrists together against the headboard as she pressed her clit against Sunset's lips again.

Sunset happily lapped at Rainbow's folds again, gently drawing her tongue around them as she remembered which ways made Rainbow moan the loudest. In her post-orgasm haze, Rainbow tasted heavenly on Sunset's tongue, making her explore downwards, pushing her tongue inside Rainbow. Rainbow Dash leaned forward, her grip on Sunset's wrists loosening as she let out a long sigh of pleasure at the feeling. Sunset's own hips fidgeted as her arousal quickly returned at the feeling of being pinned down like this.

Sunset's tongue worked as hard as it could to give Rainbow something to rival what she'd given her, but she knew it would take a lot more to crack somebody with her endurance. Sunset planted one last kiss into Rainbow before she stopped. Rainbow backed off of her and looked down, disappointment in her face.

"Let's try something else," Sunset said in a soft tone.

Rainbow raised an eyebrow at her as she moved her thigh around, freeing Sunset. Sunset grabbed Rainbow by the waist, goading her back down into the sheets. She carefully laid her down and then crossed her leg over Rainbow's easing down until she made contact. Rainbow gasped sharply at the sudden feeling of both of their folds touching, then let out a soft sigh as Sunset moved her hips, rubbing herself against Rainbow, their warmth and arousal mixing and giving pleasure to both of the girls.

Sunset started out brushing her hips against Rainbow, but Rainbow wanted more. Rainbow grabbed Sunset's thigh, grinding her own hips hard against Sunset's folds as she tried to get as much pleasure out of her as possible. The pressure against Sunset's clit made her fall back onto her elbows in the sheets. Sunset cried out as Rainbow rubbed against her again, her intensity almost too much for her sensitive slit. Sunset bit her lip again as Rainbow took control. Rainbow held onto her thigh tightly, refusing to let her go; she was trapped up against her as the smooth skin of their mounds caressed each other.

Sunset couldn't hold herself up anymore; the intensity of the pleasure surging through her again was way too much after the monster of an orgasm Rainbow had just given her. She laid back into the sheets, unable to do anything but let Rainbow take control of her, grinding against her body and making her shudder at the intense feelings.

Rainbow let out a few moans of her own as she picked up the pace. Her grip got stronger on Sunset's thigh until it actually hurt. Sunset grabbed a pillow and held it close to her, biting down on it hard to keep herself from crying out in the combination pleasure and pain. She always knew Rainbow would be rough with her, and now that she was experiencing it, she loved it just as much as she thought she would. Sunset cried out through her teeth and the pillow as Rainbow slammed into her hips, leaving her folds sensitive and raw after every stroke. She could feel every little crease and bump in Rainbow as she passed over her, and it drove her wild. Soon enough Sunset's mind was completely clouded with the feeling of Rainbow using her like that, and all she could do was hold that pillow tightly as Rainbow held her in for the ride.

With each movement, Rainbow pushed herself harder onto Sunset, her own coos growing louder with each stroke. Sunset opened her eyes too look down her exhausted body, wincing every time Rainbow dug her fingers into her thigh. Sunset could see the sweat glistening off of Rainbow's chiseled body, each muscle contracting as she moved her hips into Sunset. Rainbow's breathing was quick and ragged as she pounded against her, until finally she stopped, pressing her folds tightly against Sunset.

Sunset could feel the little contractions of Rainbow's slit against her own. Rainbow held Sunset's thigh so tightly she knew there would be bruises there tomorrow, but she didn't care. The feeling of the slight clenches of Rainbow's pussy was enough to send her into another world of bliss, her own raw folds sending pleasure through her entire body as the tiny convulsions caressed her in just the right way.

Rainbow finally let go of Sunset's thigh, letting it drop against her. Both of the girls laid back into the sheets, covered and sweat and breathing hard in the aftermath of that intense session. Rainbow came back to the world first, lazily crawling up beside Sunset and wiggling the sheets out from under them and covering them both up before the nip of that cold fall air returned to their warm bodies.

Sunset crawled up beside Rainbow, brushing her skin up against hers and feeling their sweat mix as their soft bodies caressed each other. Sunset could feel the soreness building up in her hips already. She didn't think she would be walking right for a while.

Rainbow turned over to face Sunset, a gentle smile on her face. She leaned forward and gave Sunset a quick kiss before wrapping her arms around her naked form.

"That was amazing," Rainbow said in a tired voice. "We've got to do that again sometime."

Sunset responded by settling her head up against Rainbow's chest, letting out a tiny sigh of happiness. Soon enough, Rainbow went limp up against her, sprawling out into the bed and letting out a tiny snore signifying a night well-spent.

Sunset rolled over in bed for a moment, probing the floor in the dark for her pants. Once she found them she pulled her cellphone out and scrolled through the contacts. She clicked on the little picture of Rarity, typing out a quick 'thank you' before she set the phone back on the nightstand.

Sunset rolled back over to Rainbow and wrapped her arms around her friend's bare chest, letting her head settle back into Rainbow's breasts. With a blissful smile on her face and the troubles of the night completely forgotten, Sunset drifted off to sleep next to Rainbow Dash.

Author's Note

This story was mainly written to see how much I've improved since I wrote Just Expirementing, as I read over it and felt I could do much better now. Not sure I'm entirely satisfied with how it turned out, but here it is. For those of you who read that Twidash way back when: how'd I do?