A Friend in Need

by DrakeyC

Rating: mature
Tags: Equestria Girls, Porn, Sex, Sunset Shimmer, Slice of Life, Human, Twilight Sparkle
Length: 6190

Sunset Shimmer gets what she's always wanted - Twilight at her mercy - in a different context than expected.

Sunset's adjustment to her new body part is going well. Still, she's curious about how it happened, and asks for Twilight's help in investigating it.

And what better way to show Twilight her new body than a personal demonstration?

Features: Futa!Sunset, oral, language

Published 2015-12-20 04:10:02 UTC
Last updated 2015-12-20 04:10:02 UTC

A Friend in Need

A Friend in Need

Applejack finished chewing her sandwich, swallowed, and looked up at the school in front of her. “Ya know, there’s just somethin’ that don’t feel right about bein’ at school on a Sunday.” Sitting around a picnic blanket on the pavement in front of the Wondercolts statue, Pinkie Pie and Rainbow Dash grumbled their agreement.

Rarity shook her head. “There’s no need to fuss so much. Twilight said she’d be coming through this morning to visit. Once she gets here we can leave.”

“Well,” Sunset stated, drawing their attention. She was sitting on the Wonderbolt statue itself above them. “I need to talk to her in the school about something, but it shouldn’t take long.”

“Oh?” Fluttershy said. “What about?”

“Personal things. About Equestria.”

“Oh. Ok.”

The group went back to their conversation. Sunset shifted in position and looked at her backpack, specifically at the top of the magic journal sticking out from it. Twilight said she’d come meet with us. She’ll be here, she wouldn’t stand us up.

There was a vibrating from her pocket, and Sunset pulled out her cell phone. She swiped to unlock it and saw it was a text alert.

u gonna ask about the dick?

Even though no one could see her phone screen from her position, Sunset’s eyes snapped up to the group. They weren’t even looking at her. Well, one of them was. Rainbow Dash had her cell phone in her hand by her side, and was giving Sunset a sideways look as she carried on the conversation.

Sunset sent a quick text back.

Yes.

She looked up at Rainbow. The other girl glanced at her phone screen and her thumb went to work typing out a new message.

i thot u were cool with it?

Sunset blushed. It had been a full month since she and Rainbow had started… whatever it was they had. ‘Fuck buddies’ seemed to fit. A trip to the mall had made her life considerably easier once she had bought several pairs of jeans and long T-shirts that conveniently draped over her groin. As an added benefit, working out her sexual frustrations – sexual frustrations she hadn’t even known she had – helped cool her body’s reactions to other women. Provided she didn’t think too hard about Rainbow Dash, she could get through the day without spontaneously getting hard every time a cute girl walked past her.

If nothing else, this is psychologically revealing about the male species, she thought. If I had to walk around with a hard-on all day, I’d be eager for someone to give me some relief, too.

Sunset snapped out of her thoughts and saw Rainbow looking up at her. She turned to her phone and sent a response.

I am, but I’d still be interested in knowing what caused it. There could be other effects.

yeah, u might lose it and that would suck.

Sunset gave Rainbow a tired look and received a grin in response.

A bright glow caught everyone’s attention, and they turned to the statue. Ripples formed in the stone, and a lavender-skinned girl in a blue blouse and purple skirt stumbled out.

Twilight frowned and held her head. “That thing still makes me dizzy every time.” She looked over the group and waved. “Hi, girls.”

“Howdy, Twi.” Applejack tipped her hat. “Welcome back.”

Pinkie Pie suddenly emerged from behind Twilight and lifted her off the ground in a tight hug. “We are gonna have so much fun today! I’ve got cupcake testing and movies, and then we’re gonna do something only the bestest friends ever can do!”

Twilight grunted in Pinkie’s grip. “Make rock candy necklaces?”

Pinkie gasped and dropped Twilight to the ground. “You are psychic! I knew it!”

Twilight stood and smiled. “No, I’m not. You’re just too predictable.”

“Pinkie is predictable?” Rainbow Dash burst out laughing.

Sunset hopped down from the statue and put a hand on Twilight’s shoulder. “Twilight. Before we all pack up, I need to talk you about something. In private.”

Twilight frowned for a moment, but it quickly faded and she nodded. “Sure. Excuse us, girls.”

Sunset nodded towards the school and led Twilight towards it. Once inside she ascended the main stairs and headed down the halls. Twilight looked around. “Where is everyone?”

“It’s a Sunday, so everyone is at home. There’s maybe a janitor making rounds and a security guard watching the cameras at the entrances.” The two reached the music room and Sunset pulled a keychain from her pocket. “Principal Celestia let me book out this room, I told her we need to practice.”

“Um, okay.”

Sunset unlocked the door and stepped back to let Twilight enter first. Inside, Sunset locked the door again behind them and swung her backpack to the ground. Twilight pulled one of the chairs in the room up and sat down. “What’s going on? Why do we need to talk in private?”

Sunset took a deep breath and rubbed the back of her neck. “Okay… how to put this tastefully… you know how I wrote to you about the Friendship Games and the magical stuff that went on?”

Twilight nodded. “Right.”

“Well, I think there was some sort of side-effect of me absorbing all that magic.”

“What sort of side-effect?”

Sunset bit her lip. “There’s really no subtle way to say this…” she held up her hands. “I have a penis.”

Twilight blinked. “Pardon?”

“Penis. I have one.”

“Penis.”

Sunset glared. “Yes, penis! Dick, cock, manhood, stallionhood, sausage and meatballs!”

Twilight held her hands up and shook her head. “Okay, I’m not quite fully understanding what you’re trying to get at, but—”

“Oh for fuck’s sake!” Sunset reached down and swiftly undid the button of her jeans, and pushed them down to her ankles along with her panties, leaving her flaccid dick hanging freely.

Twilight screamed and looked away. Then her eyes widened and she looked back. “What the hell!?”

“I know!” Sunset groaned and rubbed her forehead. “Should have known there was no way to be mature about something like this.”

Twilight stared and jabbed a finger. “Uh… you have a penis.”

“Yes.”

“Do girls usually have those in this world?”

“Not that I’ve seen yet.” Sunset reached down and pulled her pants up, doing the button back up. “I noticed it after the Friendship Games. That’s why I think it has to do with the magic I absorbed.”

“That’s… interesting.” Twilight rubbed her chin. “Can I ask some basic questions about how your anatomy changed?”

“I don't pee out of it, otherwise I have full erectile function including producing semen.” Sunset made a face at how clinical it sounded.

“Is your sperm fertile?”

Sunset thought back to all the times she and Rainbow Dash had had sex in the last month, and shivered. “I don’t think so.” And if I am then Dash must be barren.

“Hmm…” Twilight gestured to Sunset’s backpack. “Do you have a notebook I can jot some thoughts in?”

“Sure.” Sunset reached into her bag and held out a pad of paper and a pen. Twilight took them and began scribbling. Her brow creased and she fell into silence. Sunset looked at her curiously. “Any ideas coming to you?”

“A few. There are body transmogrification spells, but they usually change a pony’s gender entirely. I don’t know of any spells that can just give a mare a penis. Although with how you described what happened with Midnight Sparkle – er, the other Twilight – then it’s plausible the magic was heavily distorted. Maybe…” Twilight fell off into indistinct mumbling and stood up. She began pacing about the room, variably chewing on her pen and writing down notes on the paper.

Sunset leaned against the wall and let her work. Not for the first time she appreciated how smart Twilight was. Even if I decide to keep this thing, she’ll figure out what caused it and make sure it’s safe. I should have just told her and asked for help when I first noticed it. Sunset saw Twilight tug on her hair absentmindedly as she rotated her pen around in her mouth. Sunset giggled. She’s so cute when she’s studying…

A familiar tingling came from her groin, and her eyes went wide. She looked down. Shit! Not now! She looked back up at Twilight. No, bad, down boy! We are not thinking about Twilight! The part of her brain that controlled her penis ignored her and drew her eyes up Twilight’s body, up her bare, smooth legs, then to her hips framed perfectly with that skirt, to her face with her nose scrunched up and her tongue darting out to lick her lips.

Sunset felt her jeans shift position and sight. Yup. There we go. Great. She wondered if Twilight was familiar enough with human anatomy to recognize the bulge in Sunset’s pants and what it meant. Well, there’s a good way to end a friendship. Hey Twilight, sorry about this, but you looked kinda cute and then I was thinking about bending you over that desk and rutting you. You know how it goes. Sunset’s eyes widened. She actually had not been thinking about Twilight and any sexual positions, but she sure was now.

Sunset’s chest felt hot, and her heart was starting to beat faster. She looked at Twilight evenly; the other girl was still engrossed in her thoughts. Sunset wondered what Twilight would look like bent over a desk, or sprayed over one on her back, hair tangled over her face and her eyes begging, pleading. There was a time when I would have revelled in seeing Twilight on her knees in front of me, but that’s not what I had in mind when I did.

She had wanted everything Twilight had. She’d wanted to see Twilight supplicate herself as Sunset took her crown and marched on Equestria with her army. She had entertained fantasies of Twilight literally kissing her hooves and pleading for leniency. Then she had been defeated and saw the pony princess in another light. A warm, kind, thoughtful friend who would do anything to help her friends and defend the world. Twilight was courageous and smart and wise and friendly…

Sunset inhaled and looked at her crotch. Beneath the cotton of her jeans her dick was so hard she could feel it pressing the elastic of her panties out. She looked back up at Twilight, who now had her back to her. Sunset’s eyes zeroed in on Twilight’s ass, hidden beneath her pleated skirt, and then back down to her jeans. You want her, don’t you? She felt her dick pulse in answer.

She thought for a moment, then reached into her pocket and pulled out her phone.

Hey. This whole us thing, are we playing it exclusive?

Several seconds later Rainbow responded.

y?

Just wondering, if there was someone I wanted, would it upset you?

Almost a minute passed with no response, and Sunset wondered if she actually had offended Rainbow Dash with the question. Then—

wanna fuck twilight huh?

Sunset read the response, and allowed herself a smirk.

Yeah.

can i come watch?

No.

Sunset muted her phone and set it on a nearby table. She approached Twilight, taking her time. Her heart pounded in her chest.

“Okay, I think I’ve got an idea.” Twilight stayed facing away, and Sunset saw her waving the pen in the air as she spoke. “You said you grew a horn when you transformed, and so did the other Twilight, but that didn’t happen to any of us when we’ve transformed before. So I’m thinking that since this transformation was induced by the magic of the portal, which of course is what changes our form when we pass through it, you transformed into a state more alike to your pony form, and that got you the horn. Then when it was taken back…” Twilight shook her head. “Okay, I know ‘horn equals penis’ is a bit of a shaky theory, but stay with me on this...”

“Mhm…” Sunset slipped her hands over Twilight’s hips and leaned in so her lips were next to her ear. “I’ll stay, Twilight,” she whispered, warm breath ghosting over Twilight’s cheek.

“S-Sunset?” Twilight turned her head to look at her. “What are you doing?” Sunset gave her a devilish smirk and pulled her backwards. The bulge in her jeans pressed against the back of Twilight’s skirt. Twilight’s pupils dilated. “Oh,” she squeaked. The notepad and pen fell to the ground at her feet.

“Do you know what that is, Twilight?”

“I could take a guess.”

“Do you know why it’s there?”

“Got another guess.”

Sunset’s hand on Twilight’s hip slipped forward to the front of her blouse. “What shall we do about it?”

Twilight was visibly sweating and shaking. “Sunset, you are a very pretty girl, and a good friend. But I’ve never really thought of you this way.”

“Start.”

“Okay, yeah, here’s the problem.” Twilight pulled away and backed up. She swallowed heavily and held up her hands. “Okay… let’s take a step back and really analyze what you’re suggesting.”

Sunset shrugged. “I’m suggesting worry-free, guilt-free sex.”

“That’s the part I’m stuck on. Actually, no, back it up, I’m still stuck on five minutes ago when one of my best friends told me she spontaneously grew a penis after absorbing too much magical energy.”

“Hey.” Sunset told the lustful part of her brain to shut up and came closer. “If you don’t want this, nothing has to happen.” She stopped in front of Twilight and gave her a gentle smile. “I was just suggesting.”

Twilight nodded. “Well, I mean… I’m not not wanting it. This is just really coming out of nowhere and I’ve never done anything like this with anyone, so… freaking out.”

Sunset thought. She’d been with guys like this, who were so scared by the idea of intimacy they froze. She also knew how to deal with them and make sure they were or weren’t into it. She leaned in and cupped Twilight’s cheek. “How about we try something, ‘kay?”

“What?”

Sunset leaned in further. “Kiss me.” She saw Twilight’s eyes dart down to her lips and back up.

Twilight licked her lips. “Okay… sure. A kiss is a good ice-breaker.”

You’ve no idea. Sunset leaned in, closed her eyes, grabbed Twilight’s hip to pull her closer, and pressed their lips together.

Twilight inhaled sharply at the contact and she let out a short, muffled moan. Sunset cracked an eye open to see Twilight’s drifting shut. Twilight whimpered and pressed closer, their breasts pillowing against each other, her head tilting up. Sunset felt pressure on her back and realized it was Twilight’s hand clutching at her jacket. Twilight’s lips slowly began to move against her, drawing lightly on Sunset’s lower lip. Sunset let it go on a bit longer, listening to the soft noises Twilight was making and enjoying the heat of her lips. Then she pulled back.

Twilight’s eyelids fluttered. She looked at Sunset, her mouth hanging open. “Oh… oh wow…”

Sunset smirked at Twilight’s daze and leaned in. “Tell me you want me, Twilight.”

Twilight’s eyes bored into Sunset’s, gleaming with lust. Her tongue darted out to lick her lips. “I…”

“Say it, Twilight.” Please for the love of Celestia, say it.

Twilight swallowed and opened her mouth. “I… I want you, Sunset.”

The words barely escaped her mouth before Sunset crashed her lips down again. Twilight’s submission was music to her ears. Sunset’s mouth gnawed on Twilight’s hungrily, and she swept her tongue into Twilight’s mouth. Twilight squeaked at the contact, but Sunset didn’t stop to let her recover. She tangled her tongue around Twilight’s, lapping at it and relishing in her taste. Like syrup or honey. Sunset’s mind jumped at the comparison, and she drew her tongue back. She parted their mouths again and gave Twilight a wicked grin.

“I’m not just going to fuck you, Twilight,” she whispered. “I’m going to make you beg me for it. I’m going to make you writhe.”

Twilight shivered at her words, and Sunset wondered if Twilight had any conception of what was about to happen to her. She reached down and wrapped two fingers on the top button of Twilight’s blouse, and swiftly undid it. The second followed, and within seconds Twilight’s top fell loose, her pastel blue cotton bra resting against her chest. Twilight was petite and it showed here, her breasts were small but her nipples were poking out from the cups of her bra.

“I… I never quite figured out what that’s for,” Twilight stammered over Sunset’s head.

Sunset reached up to Twilight’s shoulders and pushed the blouse down her arms to pool on the floor. “Right now, they’re for making me impatient,” she quipped. She reached to the back of Twilight’s bra and unhooked it, and pulled the straps down. Twilight swallowed and let Sunset undress her, her face flushed and gleaming with sweat. With the bra gone, Sunset feasted her eyes on Twilight’s bare breasts, ripe red nipples poking out at her, and leaned in. She took Twilight’s left nipple between her lips, and sucked.

Twilight let out a sharp scream and arced forward, pushing against Sunset’s mouth. Sunset lapped at her treat, running her tongue around the nipple until it was slick with her saliva. She flicked her tongue over it repeatedly, and grinned as Twilight moaned again. She could feel Twilight’s hands clutching at her hair, pulling her closer. Placing a wet kiss on the nipple, Sunset kissed her way across Twilight’s chest to the other nipple. She repeated the ministrations with it, sucking and slurping and making sure Twilight could hear it. She pulled back and rubbed her fingers along the curve of Twilight’s breasts.

Above Sunset, Twilight’s head rolled back and forth on her shoulders. Her hair was startingto mat to her face with sweat, and her breath came in short moans and hot pants. Sunset looked up at her. “You’ve got such cute little tits, Twi. Little baby cherries,” she whispered. She grinned and stuck her tongue out to give one of them a playful flick. “I could play with them all day.” She rubbed her thumbs over Twilight’s nipples and pursed one up to suck on it again.

Though she meant what she had said and could have made good on it, Sunset had other plans in mind. With one hand helping her mouth and lavish attention on Twilight’s breasts, the other drifting down her hip. When she reached Twilight’s skirt she felt for the zipper hidden in the folds, and quickly pulled it down when she found it. The skirt pooled around Twilight’s ankles. Sunset glanced down to see a pair of cotton purple panties, and moved her hand to the front. She grinned and looked up at Twilight, and slid her hand down until her fingertips touched Twilight’s slit.

Twilight’s head snapped back, her eyes burst open, and she let out a loud, sharp gasp. Sunset grinned and rubbed her fingers up and down Twilight’s opening, making a circular motion. Twilight’s moans took on a higher pitch. Sunset’s grin grew wider, and she allowed a finger to dip into Twilight’s pussy. She gave her slow, shallow strokes, pumping her finger up into her. Twilight was shuddering in Sunset’s arms, her chest heaving with her breaths.

Sunset added a second finger and pumped harder and deeper. She rose to her feet, watching Twilight’s face contort in pleasure as Sunset fingered her. Twilight’s mouth was hanging open in a silent ‘o’, her eyes were closed, and her head was tilted back. Sunset placed her thumb on Twilight’s clit and began to rub as her fingers kept working. The heat clenching her fingers felt hot enough to burn her. Sunset lowered her head to Twilight’s ear. Her other hand came to Twilight’s ass and clutched it, pulling her into her thrusting fingers.

“Cum for me, Twilight,” Sunset whispered. Twilight shrieked and grabbed Sunset’s back. Sunset kissed Twilight’s earlobe. “Do it, Twi. Come for me.”

A larger shudder rippled through Twilight’s body, and she obeyed.

Twilight let out a scream, and Sunset felt a rush of liquid flood her fingers. Twilight went rigid as her orgasm overtook her, her eyes wide and staring at the ceiling. When it subsided, she collapsed forward, burying her face in Sunset’s shoulder. Sunset cooed in her ear and kissed her neck. Twilight was still panting and whimpering as she came down. Sunset still had her fingers buried inside Twilight’s pussy, but kept them still.

Twilight’s clenched body began to loosen and her breathing came under control. She slowly raised her head to look at Sunset. Sunset smirked. Twilight’s hair was mattered with sweat, her face was flushed, and her mouth was still hanging open. Twilight stammered. “You… you… wow…”

Sunset drew her fingers from Twilight’s panties. She didn’t look away from Twilight’s face as she brought her hand up, fingers glistening with Twilight’s juices. Sunset put a finger on Twilight’s lips. “Open.” Twilight hesitated, and then parted her lips. Sunset slipped her finger inside as far as she could go. “Close.” Twilight obeyed, and Sunset slowly withdrew her finger. Assured Twilight had just tasted herself, Sunset stuck her tongue out and lapped up the cum still on her other finger. She made a show of getting every drop of it, and then smacked her lips. “Like honey.”

Twilight swallowed heavily and again attempted to speak. “You’re… that was amazing… oh wow…”

Sunset placed a quick peck on her lips. “Shall we keep going, my little Twilight?” Before Twilight could react, Sunset grabbed her wrist and pulled her hand down, planting it on the crotch of Sunset’s jeans. Sunset’s cock was so hard she was silently surprised she hadn’t cum in her pants already. Sunset’s eyes gleamed. “Tell me you want me, Twilight.”

Twilight nodded. “I want you, Sunset.”

“What’s the magic word?”

“Please.”

Sunset reached down, grabbed Twilight’s panty-clad ass, and hefted her into the air. Twilight squealed at the unexpected movement, and instinctively wrapped her legs around Sunset’s hips and held onto her shoulders. Sunset crossed the room to the teacher’s desk near the one wall. She set Twilight down on the edge and reached behind her. A sweep of her arms sent the trays of school supplies cluttering the desk scattering to the ground on either side.

Sunset let Twilight sit on the desk and watch her as she stripped. Her jacket, T-shirt, boots, and then jeans crumbled to the ground around her. Wearing only her bra and panties, Sunset slowed down and watched Twilight’s face. She unclipped her bra and let it fall off her, and Twilight’s eyes widened slightly. Finally, Sunset dropped her underwear. Twilight looked down and gasped sharply. Sunset didn’t have to look down to know why, she felt so hard she was about to burst.

First things first. I’m not done with her yet. Sunset leaned in, drawing Twilight’s attention to her. “Tell me, Twilight… do you know what ‘eating pussy’ means?” Twilight’s brow furrowed and she shook her head. Oh, you’re in for a treat. “I’m gonna teach you.”

Sunset lowered to her knees and looked at her target. A neatly trimmed thatch of dark purple hair lay above Twilight’s slit. Sunset couldn’t help but giggle; a streak of bright pink ran through the hair, slightly off-centre to the left. She looked up at Twilight to make sure she was watching, and the two locked eyes. Sunset stuck her tongue out, came forward, and slowly ran her tongue along the length of Twilight’s slit.

Twilight’s head pitched back and she let out a loud moan. Sunset pulled her tongue back. “Mm-mm, Twi. Look at me.” She waited as Twilight brought her head forward and looked back down at Sunset. Sunset lapped at Twilight’s pussy, and Twilight hissed and whimpered, but kept her head forward to watch. “Good girl, Twilight,” Sunset purred. “Watch how good I make you feel.”

Twilight bit her lip and nodded. Content that her order was being heeded, Sunset turned her attention to the pussy in front of her and fully went to work. She stuck her tongue into it and lapped up Twilight’s juices, using her tongue to spoon it back into her mouth. She placed a kiss on it and slipped her tongue in, mimicking the wet kisses she had given Twilight earlier. Her tongue curled and thrust in and out, tapping Twilight’s clit each time it came back.

Hands gripped Sunset’s head and pulled her in. Sunset glanced up; Twilight was still watching her, her face drawn tight as she moaned at Sunset’s ministrations. Sunset rapidly flicked her tongue back and forth along Twilight’s folds and dove back in. She lifted Twilight’s legs onto her shoulders for better contact. Thick, sticky juice ran along Sunset’s tongue and down her throat as she devoured all Twilight had to offer her.

The ripples of a second orgasm began to shoot through Twilight’s body, and Sunset doubled her efforts. The hands in her hair tightened almost to the point of pain, but she ignored it. Twilight almost doubled over on the desk, and she wrapped her legs around Sunset’s neck. Pinned against Twilight’s pussy, Sunset couldn’t pull back even if she wanted. She grabbed Twilight’s thighs on either side of her head and kept working her over with her lips and tongue.

A shriek of pleasure sounded above her, and Sunset felt Twilight contract and pulse around her tongue. Cum flooded Sunset’s mouth and she slurped it up, gulping down all she could. A bit of it rolled down the sides of her lips and her chin.

When it stopped, and Twilight’s body went slack, Sunset wasted no further time. Her dick ached for release at last, and she wasn’t going to deny it any longer. She picked up Twilight, moved her further back up the desk, and then put a knee on the edge. She climbed over Twilight and lay on top of her, their breasts pillowing as Sunset leaned down. She planted her knees on either side of Twilight’s legs and reached down. She grabbed her iron-hard dick and held it forward until she felt the head push against Twilight’s entrance.

“Tell me you want me,” she hissed.

Twilight kissed her again, a kiss of hunger and need. “I want you, Sunset.”

Sunset pushed her back down with a hand. “Say you need me.”

“I need you.”

Sunset’s eyes narrowed and she almost growled out her next words. “Beg me to fuck you, Twilight. Tell me to fuck you senseless.”

Twilight nodded. “Please, Sunset.”

Sunset snarled. “Say it, Twilight!”

Twilight’s eyes shimmered, reflecting the same lust shining in Sunset’s. “Fuck me, Sunset. Please. Fuck me senseless.”

Sunset grinned in triumph, and thrust forward. Her cock sheathed itself in Twilight’s pussy, all the way to the hilt. Twilight screamed and the sound was quickly muffled by Sunset’s mouth, sealing their union in a breathtaking kiss. Seated inside her, Sunset took a moment to savor the last vestiges of what she presumed was Twilight’s virginity. Twilight was tight, tighter than Rainbow Dash, wetter, and hotter. If her intrusion had hurt, Twilight hid it well. She returned Sunset’s kiss with full passion, holding onto her neck to pull herself up.

Sunset rolled her hips, pulling out and slamming back in. Twilight moaned into the kiss. Sunset did it again, harder. Every time she thrust forward, she put more force into it and picked up speed. Soon she was pounding into Twilight vigorously, her hips rising and falling in a rapid beat. Twilight fell back on the desk. Her hair spread out like a halo around her, her head thrashing from side to side.

Above her, Sunset gave her a sadistic leer. “You like it, Twilight? You like how good I fuck you?”

“Mmmm, ye-e-es,” came the staggered reply. Twilight stammered to speak between Sunset’s pounding dick. Every thrust sent another shockwave of pleasure through her body. The desk creaked under them, Twilight’s hands gripping the sides so tight her nails were digging into the wood.

The sounds of wet, slapping flesh echoed off the music room walls to a chorus of moans and pants. Sunset poured every ounce of energy in her body into her hips, determined to give Twilight the best sex she could ever hope to have. Helpless beneath her, Twilight could do nothing more but hang onto the desk for dear life and take it, completely at Sunset’s mercy. Sweat glistened on her body, her chest heaving, nipples brushing back and forth against Sunset’s as Sunset moved back and forth on top of her.

Sunset felt her climax swell up on her. She grit her teeth and held it back. No. Not yet. She would see Twilight cum one more time before Sunset succumbed to her own pleasure. She wanted to kneel over Twilight, exhausted and too weak to move, and watch as ropes of hot white cum splattered up on her tits and stomach. Her mental promise to herself spurred Sunset on, and she continued to pound Twilight’s pussy without reprieve. Her cock burned inside her, but Sunset held on.

“You wanna cum for me again, Twilight?” Sunset had to struggle to talk through her lust. Twilight’s head turned from side to side, her hair lashing over her face. Sunset clenched at the desk on either side of Twilight’s head. “Answer me!”

“Ah. Yes. Su-oh-Sunset, I, I can’t, can’t, ooooo…” Twilight’s incomprehensible mumbling trailed off into a gasp.

Sunset slowed her movements and reached down, flicking her fingers over Twilight’s clit. “Say it, Twilight. Tell me to make you cum.”

Twilight whimpered and arced into Sunset. “Sunset! Please. Please let me cum.”

“As you wish.” Sunset sat up on her heels and grabbed Twilight’s hips. With the better leverage, she fucked Twilight as hard as she could. The desk shook, Twilight’s moans increased in pitch, and Sunset refused to relent. Twilight wrapped her legs around Sunset, drawing her in deeper every time she thrust.

Finally, Twilight let out a long, high-pitched wail. She arched up off the desk, her head falling back with her hair streaming below her. Sunset slowed down to relish in Twilight’s pussy clenching around her, drawing out the girl’s climax as best she could. After what seemed like an eternity, Twilight fell back on the desk, her hands flopping beside her head and her eyes rolling back in her head.

Sunset leaned forward. “My turn, Twilight…” She moved to pull out, and felt Twilight’s heel bump into her back. Twilight still had her legs locked around Sunset, keeping her inside. Twilight leaned her head up and kissed Sunset deeply, and when she dropped back down her eyes were lidded.

“Do it, Sunset.”

Those two words were all Sunset needed to hear. Her nostrils flared, her eyes narrowed, and she began rapidly thrusting into Twilight again. The two kept their eyes on the other, Twilight’s mouth twisted in a crooked smile. Sunset licked her lips. The hot cum that had been churning in her balls since their first kiss was at a boil, and she finally couldn’t take anymore. Sunset let out a gasp, came down once more, and the coil tightening in her stomach was cut loose.

Jets of cum shot out of Sunset’s dick, pumping into Twilight like a geyser. A second, third, fourth, and fifth spurt followed soon after, shooting each time Sunset thrust forward. With her sixth thrust, Sunset’s climax faded, and she swooned forward, falling onto Twilight’s chest.

The room fell silent save for their breathing.

Sunset stared at the desk an inch from her eyes where she had fallen. She could feel her cock going flaccid, but couldn’t muster the strength to move. She almost felt like she could fall asleep. Then she felt movement, and felt a hand on the side of her head, gently turning her. Sunset turned her head and her lips met Twilight’s. After several seconds, Twilight pulled back, and smiled at her.

“That was amazing.”

Sunset nodded. “Yeah…”

Twilight lay her head down and winced. “I can’t feel my legs.” Sunset let out a barking laugh. Twilight just nodded and gave a small smile.

Sunset out a hand on the desk and slowly pushed herself up. She looked at the clock on the wall. “I dunno how long we’ve been here, but we should go. They may wonder what we’re doing.”

“Yeah.”

Sunset slowly climbed off of Twilight, her cum-coated dick slipping out of her. She saw a box of tissues among the supplies she had pushed off the desk and grabbed a handful, wiping herself off. As she did, Twilight slowly stood up, keeping a hand on the desk to steady herself. Sunset stopped and watched as Twilight stumbled to where Sunset had undressed her, holding onto chairs and desks to stay upright. Sunset smirked. “You weren’t kidding, huh?”

“No…” Twilight reached her clothes and practically fell into a sitting position, her legs stretched in front of her. She grabbed her bra and looked at it curiously. “I never did figure out how to get these things off while I was here.”

“What?” Sunset’s smirk grew into a snicker. “Here.” She held out her hand and pulled Twilight to her feet. Twilight turned, and Sunset helped her pull the bra up her arms. “There’s hooks in the back,” she explained.

Twilight looked over her shoulder. “That’s a poor design. Why not hook in the front?”

“I’ve wondered the same thing since coming here.” With Twilight’s bra secured, Sunset moved to gather her own clothing. The two got dressed, Sunset allowing herself to watch as Twilight’s panties and skirt slid up her legs. Sunset cleared her throat to get her attention. “Hey, if you don’t mind me asking: was that your first time?”

Twilight gave a small nod. “I’ve… you know. Done some things. But not very often. It’s hard to get privacy sometimes when you have a roommate.”

Sunset brought a hand to her mouth to muffle her laughter. “Oh wow… do you think Spike ever…?”

“OH MY GOD!” Twilight gagged and covered her eyes. “Why did you have to bring that up!?” With a laugh, Sunset grabbed her arm and pulled her forward into another kiss. Twilight returned it, and was smiling when she pulled back. “If I had to have a first time with someone, I think this was a good choice. It’s supposed to be with someone you trust. That’s what they say, right?”

“My first time was in the backseat of a convertible because I needed a ride to a concert. I barely trusted the moron to not crash.”

“Well, that’s a good way to kill the mood.”

Sunset shook her head. “Come on. Hopefully there’s no one at the door waiting to bust us.” She had the mental image of Celestia standing at the door with a glare, and looked at the door. She moved to it, unlocked the handle, and pulled it open. To her great relief, the hall was entirely empty. She looked back at Twilight. “I think we’re good.”

“Okay.” Twilight started towards her, and turned her head to the side. “Here.” She grabbed Sunset’s phone from a desk and passed it to her, then walked into the hall.

Sunset put a hand on Twilight’s arm to stop her, and placed a quick kiss on her cheek. “So, when can you come visit next?”

Twilight blushed. “That depends. Do you just want to have sex some more, or are you actually interested in finding out what caused this?”

“Yes.”

The two shared a giggle. Twilight’s eyes darted to the side. “I guess, if there’s some day I’m not busy…”

“Cool.” Sunset lowered her arm. “We should head to the bathroom and make sure we look okay before we go down. Don’t want to make it obvious what we did.”

“Right.”

The two started off down the hall, and Sunset held up her phone to turn the ringer on. She frowned at the sight of five new text alerts, and tapped the icon. Three texts in the span of two minutes had been sent not long ago.

too bad, brt

oh come on!

fine, but im not leaving until ur dun

Then, several minutes after the third one.

well, sure sounds like ur havin fun

Finally, the fifth text had been received just a couple of minutes ago.

im gonna head down and cover for ya. u owe me, next time i want in. twi's too cute for just u

Sunset sighed. “Twilight?”

“Hm?”

“What’s more appealing to you, killing Rainbow Dash or having a threesome with her?” She held her phone out.

Twilight took the phone looked at the message history. She let out a frown when she scrolled to the bottom and held the phone back. “Can I get back to you?”

“Sure. I’m leaning towards killing, myself.”

“So am I.”

“Yup. Gotta kill her.”

“Maybe have sex first.”

“Deal.”