When Vinyl arrived back at the apartment she shared with Octavia she was exhausted. She was only able to pay the cab to go half the trip back to her place, so she had ended up walking at least five blocks. Normally that wouldn’t have been a problem, but at 2:00am she would have rathered Octy drive her home.

It didn’t help that the whole trip back her nethers continued to tingle in time with the long finished club mix she had played. She even had to catch herself from lifting her tail and propositioning the cab driver for the second half of the trip’s fare.

Why didn’t she pick up her phone? She always picks up her phone!, Vinyl wondered as she absentmindedly trotted into her room to plug in her phone, not noticing the sleeping Octavia in her bed.

Vinyl yawned and opened her bedside drawer with her magic to get out her dildo. It was then that the sleeping Octavia rolled over and let out a soft moan finally alerting the DJ to her presence. Startled Vinyl jumped back and nearly tripped over Octy’s discarded dress.

“O-Octy?” Vinyl asked quietly, “What are you-”

Her question was cut off as Octavia rolled onto her back and exposed her slightly puffy marehood still glistening with her dying mare juices. A vave of her sweet scent wafting into Vinyl’s nostrils and beginning to turn the DJ on. Vinyl then noticed the phone on the floor by the end of the bed. She trotted over to it and clicked it on with a hoof. The screen read that there were four missed calls from Vinyl. When touching the phone her hoof became slightly sticky and her mind finally pieced together what had happened and why Octy had no picked up the phone.

Her face a fierce red tone she called out to her roommate again, “O-Octy? W-wake up.”

She then cringed as she was not sure how the prim and proper mare would react to being discovered in such a compromising position.

Octavia simply repositioned on the bed and let out another soft moan. Vinyl tried to ignore the wetness trickling out of her own marehood and slowly making its way down her leg.

Maybe I should poke her? That might wake her up. Vinyl pondered as she slowly began to move forward. She gently poked her hoof against the grey mare’s cutie mark. The mare responded with yet another moan.

“Mmmm….Right there Vinyl.” Octavia muttered in her sleep.

Caught off guard Vinyl poked her cutie mark again, a bit more forcefully, “Octy, you awake?”

“Mmh,” Octavia muttered again, “Yes, lick it right there.”

Vinyl was unsure how to react. On one hoof, this was her best friend. The prim and proper cellist. As far as Vinyl had ever seen she was completely straight. On the other hoof, Vinyl’s increasing arousal, the alluded to events from earlier, and the current unconscious murmurs painted a very different picture.

This could end so badly. She thought as she once more took a step towards the sleeping mare, her hornyness taking over. She slowly prodded Octavia’s hind legs apart and leaned in. She slipped her tongue out of her mouth. She felt the heat radiating from the coveted slit. Slowly she licked Octy’s marehood from top to bottom. The sleeping mare let out a louder moan before her eyes shot open.

“Vinyl!” she screamed her face immediately bright red as she backed up against the headboard.

The DJ falling back on her haunches by the sudden noise and movement, her signature purple shades falling to the floor by the discarded phone.

“But you...then I...it's not what it looks like…” the DJ began to sputter.

The grey mare began to panic and tried to leave the bed only to fall over herself and knock the half open bedside drawer out of its nightstand. The large rubbery double ended dildo flopping limply to the floor before rolling to Octavia’s dress.

No, no, no, no no! How am I gonna explain being in her room like this, fuck! Octavia panicked ignoring the pain of her fall, Wait? Did she just lick my marehood?

Fuck, fuck, fuck, fuck! The DJ mentally screamed, there goes my best friend. She probably hates me now. I’ll be lucky if she doesn't sue.

There was a long pause as each waited for the other angry tirade. The tension was so thick you could cut it with a knife. Finally Vinyl spoke, not making eye contact with Octavia.

“I’m sorry.” she said solemnly, “You were just presenting yourself in my bed and having what sounded like a nice dream about me.”

The grey mare looked back at the white unicorn with a stunned expression, “No, it was my fault. I shouldn’t have...um...pleasured myself in your room. I feel so dirty.”

“To be honest the thought of you doing that is kind of hot.” The DJ jeered trying to remedy the situation with humor.

“R-really?” Octavia squeaked, her blush intensifying, “Well in the spirit of honesty, I didn’t dislike what you did a moment ago. It just surprised me that's all.”

“So…” the DJ said pawing a hoof at the ground, “W-would you want to continue? I mean, while you're conscious?”

“I um, I’ve never been with a mare.” Octavia said meekly.

“Well, we can start off easy. Lie back on the bed.” The DJ replied cooly.

Following the instructions Octavia got to her hooves and lied back down on the bed. She could already feel her body getting more aroused. Vinyl gently nudged her hind legs apart. The unicron leaned in as she had done before and stuck out her tongue. The grey earth pony began to breath heavily.

I can’t believe I’m actually doing this!, she thought nervously.

“Just relax.” The DJ cooed from Octavia’s crotch, “Let me work my magic.”

With that Vinyl began to lick Octavia’s marehood. First she traced it slowly with her tongue, barely going into the slit. This caused several cute monas from Octavia encouraging the DJ to continue. Finally Vinyl pushed her tongue deep into Octavia’s folds and began lapping up the sweet nectar that began to leak out. She slowly increased her speed penetrating her friend deeper and deeper. As she did Octavia began to moan louder and louder. As Vinyl continued her licks she reached a hoof back and began to to slowly move it around her own aroused marehood. Soon both mares were moaning loudly, Vinyls sending pleasurable vibrations along with her skilled tongue deep into Octy’s slit. The two friends were grateful that is was so late at night as their orchestra of moans would go unheard by the ponies sleeping in the apartments around them.

Just when Octavia was about to orgasm Vinyl stopped and stood up on all four hooves. Octavia panted and looked back with an expression that asked “Why did you stop?” The DJ just smirked and illuminated her horn. The soft blue glow levitated over the double ended dildo from it spot on the floor. The earth pony only nodded with understanding as the dildo was pushed against her slit. The abundance of sweet mare juices and saliva giving it lubrication as Vinyl slowly pushed it into her friend. Octavia let out several soft moans as the large plastic member moved deeper into her. Finally it hilted on the wider ring in the center of the toy. Silently Vinyl motioned for Octavia to change her position on the bed spread.

Then Vinyl opened her mouth and in one quick motion deeothroughted her side of the dildo to get it lubricated as well. She released it with a resounding ‘pop’. She then climbed on the bed and sat down on her end of the toy. When she too hilted on the ring in the center she reached down and flicked a small switch and the ring in the center began to vibrate with an irregular beat. The vibrations rippling down each end and into the mare’s vaginas. As she had when grinding her phone, Octavia began to moan loudly, her clit winking out and briefly touching the source of the vibrating and sending Octavia over the edge. She was accompanied by vinyl as they both began to thrust their hips towards each other. Their moan symphony reaching its crescendoing climax.

Completely spent Vinyl rolled to the side and let the fake member slip out of her still leaking marehood. Octavia weakly pushed her end out and let it drop to the floor. The two just sat there spooning as they basked in their afterglows. Vinyl tenderly kissed Octavias ear before drifting off to sleep signified by soft snoring. Her tight embrace and body warmth comforting Octy and lulling her off to sleep as well.

Guess I’ll need to break up with my coltfriend in the morning, was her final thought as she joined her new marefriend in the land of dreams.

Fin.

Author's Note

I thought his would be only one chapter, but you guys wanted more.