Sunset Shimmer's Mental Checklist

Gym class had just finished up and the girls were done changing back into their normal clothes. Fluttershy, always self-conscious while changing, was taking her time in the back. She was halfway out of her uniform when Sunset walked up to her.

“Fluttershy?” Sunset said.

“Oh, Sunset,” Fluttershy replied, slightly startled, “do you have gym class next? I’m almost done here.”

“No,” Sunset said, feeling a little nervous about what she was about to do, “actually I wanted to talk to you.”

“W-what did you want to talk about?” Even though they were friends now Sunset still made Fluttershy nervous sometimes. She had not forgotten when Sunset use to bully her.

Sunset hadn’t forgotten either, and still felt guilty about how she use to act. Especially towards Fluttershy who she use to be extra rough on. In a way Sunset was happy that she could make it up to her.

“Well, I never really apologized to you before about how I use to act. I was a real jerk and I treated you like garbage and I wanted to make it up to you.”

“That’s okay, you don’t have to-“ Sunset cut her off with a kiss. It was a long, sweet, and just a tad aggressive on Sunset’s part. Fluttershy, momentarily surprised, gently reciprocated, enjoying the gentleness of Sunset’s kiss. Eventually though Fluttershy broke it off.

“That was nice Sunset,” Fluttershy was blushing and had her cute little smile on, “but you didn’t have to do that, I forgive you. Though,” Fluttershy looked at the ground but didn’t stop smiling, “if you wanted to apologize again I wouldn’t mind.” Fluttershy looked up at Sunset and gulped. Sunset was wearing an evil grin on her face.

Sunset stepped closer and kissed Fluttershy harder than last time. Fluttershy was more ready this time but she was still caught off guard, though she eventually got into it. What she was less ready for though was Sunset feeling her up.

“Wait…” Fluttershy was breathing heavily. She was only in her bra and panties so Sunset had no trouble getting to Fluttershy’s breasts.

“Fluttershy, have you ever been intimate with another woman?” Sunset asked, still fondling her tits.

“No I-“ Fluttershy gasped as Sunset reached under her bra and started playing with her nipples, “we shouldn’t do this here Sunset, someone will see us.” Fluttershy whispered.

“It’ll be okay Fluttershy,” Sunset said, “you need to relax more, learn to be more adventurous.” Sunset had looked at the gym class schedule beforehand, so she wasn’t worried about anyone catching them. But she didn’t want Fluttershy to know that, she wanted to keep Fluttershy on the edge of her seat. Sunset went back to kissing Fluttershy, keeping her distracted as Sunset undid her bra from behind. Sunset undid the hooks and pulled the bra off Fluttershy, letting her huge tits hang out. Fluttershy was embarrassed, standing around topless in the locker room.

“You’ve been holding out on everyone Fluttershy.” Sunset started sucking on Sluttershy’s left tit while she continued to fondle Fluttershy’s right tit. With her other hand Sunset trailed down Fluttershy’s stomach towards her panties.

“Do you want me to continue?” Sunset asked.

“Y-y-yes please.” Fluttershy timidly squeaked. Sunset smirked, kneeled down in front of Fluttershy, and pulled down her panties, exposing her pussy for all the world to see. Fluttershy tried to cover herself, but Sunset moved her hand out of the way and gave Fluttershy’s tiny clit a kiss. Fluttershy made a cute little cry at the sensation and leaned against her open locker room door. Sunset followed up by putting her mouth over Fluttershy’s clit, flicking it with her tongue and licking the edge of her cunt.

“AAAH-Sunset!” Fluttershy was trying to keep her voice down but couldn’t help yelling at Sunset’s teasing. She grabbed her locker door to steady herself.

“Hold on Fluttershy,” Sunset said, taking a break from sucking Fluttershy’s clit, “that’s not safe. Here.” Sunset stood up, grabbed Fluttershy around the waste, and gently lowered her to the ground. Fluttershy propped herself up on her elbows so she could watch Sunset, who had spread Fluttershy’s legs and was fingering Fluttershy’s pussy.

“I hope you’re enjoying yourself Fluttershy.” Sunset said, nonchalantly sticking her index finger in and out of Fluttershy’s cunt.

“I am,” Fluttershy said, having regained a little bit of her composure, “it’s weird, but what you’re doing feels nice.”

“I really glad you’re having a good time Fluttershy.” Sunset replied sincerely. With a smile Sunset went back to licking Fluttershy’s clit while fingering her. Fluttershy spread herself out on the floor, barely able to think as Sunset used another finger. Fluttershy covered her mouth, trying to muffle her tiny squeals. Soon Fluttershy started fidgeting as her orgasm built up.

“Sunset, I’m about to-” Fluttery was too embarrassed to finish her sentence. Sunset responded by speeding up her fingering and tongue flicking, hitting her clit and sticking her tongue into Fluttershy along with her fingers.

With a final cry Fluttershy came, Sunset’s fingers still inside her. Sunset pulled her fingers out and watched Fluttershy wriggle around on the ground. Eventually Fluttershy calmed and laid splayed out on the cold locker room floor, her huge breasts heaving as she recovered. Sunset, having never taken off her clothes, crawled on top of Fluttershy and held the naked teen in her arms.

“Was it good for you too?” Sunset said, trying to sound cooler than she felt. Fluttershy kissed Sunset on the cheek.

“I had a great time,” Fluttershy responded, “and, like I said before, you shouldn’t feel guilty, We’re friends now, and you’ve made up for it.”

“Thanks.” Sunset said, and leaned down to kiss to Fluttershy again.