Quenching a Sunset

by Clopficsinthecomments

Rating: mature
Tags: Equestria Girls, Sex, Sunset Shimmer, Profanity, Twilight Sparkle, Original Character, Porn, My Little Pony: Friendship is Magic, Comedy, Starlight Glimmer
Length: 13780

Sunset has a problem. She's spent years in the human world trying to solve it, suppressing it, learning to live with it... she requires a 'larger' more 'fulfilling' satisfaction. Could she find what she needs by travelling to a Las Pegasus sex shop?

Sunset Shimmer had a problem.

Ever since she'd traveled through the dimension portal into the world of humans she'd always felt a powerful,
hungry need. A lust to fill her body with 'more' than what was available from the teenage boys around her. It was like something in her biology was broken - some piece of her never seemed to have made the switch from pony to human... if anything, that piece seemed to have been kicked into overdrive upon being placed into this more frail body.

She'd tried everything: masturbation, dates with boys, exotic toys... when she'd gotten close to doing unspeakable acts to a stallion she'd finally had to stop herself and try meditation and suppression. That seemed to work great!

That is... until she made the mistake of going back into Equestria to get a new journal and the old sensations of being a fertile mare rushed back to her - there would be no meditating this away.

Sunset travels back to Equestria, desperate for help from her new friend Starlight, who directs her to a little-known but highly reputed sex-toy store in Las Pegasus.

Will Sunset Shimmer be able to find the fulfillment she so desperately desires from the quirky store-owner?

Yes!

Contains: pony m/f, oral, light anilingus,

Written as a celebratory fic for my good friend Big-Mac-115 getting a #1 post on Derpibooru! He also did all the reaction faces that you'll see inside the fic, as well as the cover art!

Honeycrisp is one of his OC's and a fun side character in the Space Ponyo universe!

I hope you enjoy.

Featured from 1/13/18 - 1/18/18!

Published 2018-01-14 02:20:06 UTC
Last updated 2018-01-14 02:20:06 UTC

Sunny meets Honey

Sunset Shimmer crept down the dark alleyway, unsure if she was going the right way.

The discarded cardboard boxes, trash cans, and fire escapes seemed to suggest that she’d located one of the deepest darkest holes in Las Pegasus. She’d gotten the directions from Starlight Glimmer though, and over the short time Sunset had known her, Starlight seemed to be a pretty dependable pony.

Sunset sighed, putting a hoof to her temple as a rat scurried across the alleyway in front of her, this was such a bad idea.

It had all started a few weeks after she’d hopped through the portal to pick up a new journal and ended up bringing Starlight back to her world for a brief, event-filled trip. Weeks later, even though she’d just recently re-experienced her pony form, Sunset had found herself with somewhat familiar pangs for home.

It had always been a bit embarrassing for Sunset, how worked up she could get compared to her friends. She had wondered for a short time if it was just her own personality - but she had never seemed to be a particularly sexual mare in her pony form: she’d only had a couple of fumbling encounters with cute colts at Celestia’s School for Gifted Ponies, and though they’d been fun, they certainly didn’t induce any obsession over the lewd acts.

But as a human… Sunset felt… insatiable. Her desires had driven her to search out a boyfriend almost immediately upon her arrival. After a rather hurried coffee, Sunset decided to waste no more time and when the poor boy leaned over for a goodnight hug on their first date, she pushed him back into his driver’s seat instead.

Poor Flash had been the subject of Sunsets erotic assault: she pulled down his jeans and mounted him right then and there in her driveway, sliding his unfamiliar and strangely shaped penis into her and grinding away with abandon until the young man exploded in her.

It was… OK.

But it was sadly disappointing. Unfulfilling. Unfilling. She hadn’t been that upset to leave Flash behind after Twilight had entered her life. It had always been purely physical between the two - and he had never come close to measuring up.

But Sunset’s urges remained. Memories of her two romps as a young pony played back in her head again and again. They now seemed… larger than life. She daydreamed about those deep experiences and their gushing finishes.

Eventually, Sunset had used the internet to find a wonderful site that specialized in… substitutes for what she was looking for. She could still remember the palpable excitement she’d had as she’d torn open the large brown cardboard box, ripped off the packaging and slid the massive silicone tube into her. Her body strained and stretched to permit the girth and size - and even when it finally did yield and she fit the whole thing into her... it just wasn’t the same.

Sunset had finally drawn the line for her erotic proclivities one day while visiting Applejack’s farm. She’d wandered off from her friends and had found a handsome looking chestnut stallion... of the bestial variety. She’d watched him for a few minutes, breathing in the musky smell coming from his stall. She slid one hand down her blue jeans, her cold fingers contrasting sharply against the raw heat of her human pussy as she touched herself, imaging the chestnut stallion’s massive penis unfolding in front of her.

She’d been moments from unlatching the stall door to do unspeakable things to the handsome colt inside when Pinkie had thankfully popped her head around the corner and asked what she was up to, interrupting Sunset’s reverie and making her quickly jerk her hand out of her pants with a nervous blush.

From that day forward Sunset had taken to cold showers, relaxing music, and careful meditation whenever her urges arose. Surprisingly it had worked! With careful mental control, and her trademark strong will, she could keep those powerful, throbbing desires under control!

...

Until she’d gotten back into her pony body.

As soon as she had stepped through the portal into Twilight’s castle it had hit her like a wave. The feel of her sultry, wide pony hips... the strength in her plump but taut flanks... her flagging dock perched over her juicy tailhole... her fat, throbbing clitoris in her marehood… and most of all her deep, powerfully muscled, unfilled love-tunnel… it all came racing back to her. It had taken everything she had to keep herself under control as she met Starlight Glimmer and invited her back to her world.

The distraction at the movie theater mall had helped, but it wasn’t even a few days before she found her urges rising uncontrollably once again… and now the meditation seemed to do nothing.

Sunset was running out of options... she had only one chance left.

With her mind made up, on Friday night Sunset sent a text to her friends that she was going on a trip for the weekend and would see them all on Monday… and then she slipped through the school’s portal… and back into Equestria.

Her unexpected arrival had created an awkward discussion with Starlight Glimmer when Sunset surprised her in the castle library and explained her situation. Sunset was far too embarrassed to go to Princess Twilight for something like this, so she was hoping that the Princess’s talented magical student might be able to help her find a solution.

Starlight had theorized that the desires might be a result of her transformed pony biology still building up estrus urges over time in the radically different body of a human. Without the proper Equestrian suppressants, the magical body of an Equestrian Pony or… the more ‘natural’ antidote to estrus-heats, Sunset would continue to build up biological pressure and experience these burning, lusty urges.

Exploring their options, the pair had decided that risking suppressants and the impact that they could have on a totally different biological make-up was too dangerous without experimentation.

Starlight had blushed as she’d looked at Sunset, the inevitable conclusion now apparent to her. “S-so Sunset… I guess you’ll need to, uh… resolve this in your pony form, then…”

Sunset’s face burned a bright red as she groaned and slumped to her haunches, the awkwardly different sitting style still a bit of an uncomfortable feeling for her. “Heh…” She fumbled with her hooves before looking up at her friend through her fiery hair, “don’t suppose you’d happen to know any cute stallions up for a date?”

Even as she said it, Sunset felt hopeless. She remembered just how much harder it was for mares to even get a date with colts in the gender-unbalanced world of Equestria.

Starlight blinked, taken aback. It wasn’t like she had a harem of males to choose from. Heck, like most mares she wished she had a cute stallion she could call up for herself.

“Starlight? Are you back here? We’re leaving for the station to greet Sunburst, aren’t you coming?” Twilight’s voice came through the door.

Starlight instantly stiffened. She knew how events tended to unfold in almost sitcom-like quality around Ponyville. Hey mind raced with anxiety through the inevitable course of coincidences that would likely lead to Sunset somehow ending up rutting Sunburst, her childhood friend.

‘No. Not like this. I’m not letting this happen. Not Sunburst!’ Starlight resolved to herself.

“Sunset, we gotta get you out of here.” Starlight shouted, as she started sweating with anxiety and pushed her friend toward a side window.

“Huh? What? But what about my…”

“Just go! There’s another option!” Starlight said as she levitated Sunset out of the window to the ground below. “Take the express train to Las Pegasus. Go to eight-one-one-zero-one-one-dee Backalley Boulevard, it’s a sex-shop - the best this side of Canterlot.” Starlight levitated her national transit pass down to the befuzzled unicorn. “Speak to Honeycrisp. You can get a cooler there. It should work! Come back to the castle after, I’ll make sure we’ve got an out of the way room for you.”

“B-but Starlight, I don’t have any bits, only money.” The perplexed Sunset asked, she was trying to pick up the transit pass with her out-of-practice magic and failing. Finally, her horn fizzled to life, allowing her to pick up the card as she stood up and rubbed her rear end, still sore from having been dropped unceremoniously to the ground by Starlight.

“I have a platinum member’s account there. Just tell Honeycrisp you’re using my credit-line.” Starlight blushed, continuing, “Sorry Sunset I gotta go - good luck!” She shut the window just as the door opened behind her and Twilight entered.

So it was that Sunset found herself, several hours later, wandering down this dark alley to a shady looking storefront which was boarded up and had a beaten and broken looking door with a crooked ‘come in, we’re OPEN’ sign hanging from it.

Tentatively, Sunset pushed the door open, revealing a very clean, professional, and well organized interior. A small bell announced her entrance with a light and pleasant jingle.

“H-hello?”

Suddenly a bizarre dance-tune blared into existence, a cacophonous noise that made Sunset fold her ears back with fear. Before she could react further, an orange furred, fiery-red and yellow haired, freckle-faced earth-salespony stallion in a jaunty top hat jumped in front of her.

“Greetings greeting greetings!
So good to see you today!

The world's so big and wide,
So why shouldn't you just play?”

Honeycrisp could see that his latest customer was having the usual reaction to the intro song: fear and confusion… but he carried on.

“A mare's got needs you know,
a toy's got to make the cut!

Whether it’s destined for her marehood,
or if it's going up her buuutttt!”

Sunset backed up in fear, trying to ignite her horn to telepathically crush the molester accosting her but failing to remember how to do any offensive or defensive magic. Desperately, she continued trying half-remembered spells as her rear bumped into the closed door, stopping her retreat from the stallion dancing and singing in front of her.

“So don't be shy, step right up,
'cuz we've got so many selections!

Small, medium, large, narrow or thick,
It's all here, at Honeycrisp's Erections and Confections!”

The earth-pony finished his number, sliding forward on his knees and letting his hat tumble from his head with a theatrical flourish, bowing with expectation to the mare in front of him.

“Ahhhh!” Sunset gave up on her spell and swung out with her hoof, her eyes closed in fright.

Honeycrisp easily ducked to the side, the wild punch not even grazing his temple. He hopped to all fours and started walking back to his counter-stall, throwing his hat back onto a peg behind him.

“Huh, that’s weird. Usually you unicorns will zap or telepathically smash me when I do the intro song. Punching’s more of a pegasus-mare thing… and the earth-mares tend to buck. Unicorn reflexes are too slow.” He put an ice-pack that was sitting on the countertop back into a small freezer he kept underneath. “Guess I won’t be needing this.” He sighed as he sank onto his stool behind his register, then turned around and shot a prepared smile at the befuzzled Sunset “So… how can I help you, miss…?”

Sunset blinked, slowly unfolding out of her cringing, defensive, eyes-shut posture of fear.

“Wh-what?” She blinked tears out of her eyes, looking over at the bored and grinning Honeycrisp. “WHAT THE BUCK WAS THAT!?” Sunset shouted, leaning forward on her hooves and stamping toward the kiosk in frustration. “Just what kind of a shop are you… running… here?”

Sunset’s accusatory tone slowed as she looked about the store’s walls and shelves in fascination. Everywhere she looked, every inch of floor space, every shelf, every available hook or wall-mount, even the display case of the counter-kiosk the strange store-pony attendant occupied… it was all the same.

Covered in horsedicks.

Blacks, blues, whites, reds. Large, medium, small. Mechanical ones, vibrating ones, immobile ones. There was even one made out of ice!

“W-woah.” Sunset murmured, taking a step back to take in the vast selection all around her.

“Yep!” Honeycrisp agreed, polishing one of his hooves against his chest with a smug grin on his face, “I’m probably the foremost expert on pony-dicks this side of Canterlot’s throne room.” The goofy pony let a grin cross his face.

“I… I can’t believe… it…” Sunset murmured, her anger forgotten as she looked at a nearby model, called Hayseed HeartThrob which pulsed and thumped with a magic spell. Sunset nervously prodded the fat red and black dildo, touching it right under its veiny medial ring and feeling it pulse against her underhoof.

It was incredible. So… big, so… alive.

“Careful not to drool on the merchandise, miss. You wet it, you get it. That’s our policy.” Honeycrisp joked from behind the counter, as he busied himself checking the cash count in his till, only keeping one eye on this new customer.

“I wasn’t droo- *slrp*,” Sunset quickly wiped the small trickle of drool that had formed at the corner of her mouth. ‘Jeez Sunset! Get it together, girl!’ She thought to herself, as her tail whisked left and right in frustration.

“Go on Miss! Give his nuts a squeeze, that model’s spell-system has an extra nice touch if you do!” Honeycrisp grinned, slamming the till shut and leaning over the counter to watch his bashful customer.

Sunset nervously looked away from the salespony and back at the large phallus in front of her, still pulsing and throbbing. ‘Is he nuts?’ She thought, ‘I wouldn’t ever touch… but, they are pretty round and inviting looking… juicy even…’ Sunset leaned in a bit closer, her hoof reaching out. ‘He did say I should do it…’

She let her left fore-hoof touch the top of the big, black, silicone testicles. She felt them jerk and twitch under her hoof… ‘They’re… warm!’ She let her underhoof softly caress the egg-sized replicas, as if they belonged to an actual pony.

“No-no. Harder! Give ‘em a good slap from above, as if you’d just hilted on him!” Honeycrisp chuckled from inside the kiosk, bringing his hoof down on the countertop with enough force to make a little *clop* sound.

‘H-hilting? As in… all the way? On this?’ Sunset thought, impressed with the idea of a mare taking so much inside her before she pulled her head back in a bit of disbelief: it seemed way too big! ‘Although, wasn’t that second colt at Celestia’s I shacked up with about this big?’ Sunset’s cheeks scrunched up… 'No. No way he had been this large. He'd been only about the length of her leg to her elbow, not her entire leg to her freaking shoulder!' Sunset could only conclude that her memories regarding lower-body size judgements were out of whack since she’d changed her own… hardware.

Against her better judgement, and swept along by her lustful curiosity Sunset did exactly as Honeycrisp suggested, tapping the pair of silicone nuts with more force from above - as she couldn’t help but imagine herself sliding down the thick black pole until she was resting on those fat red balls with her buttcheeks.

Immediately the tip of the replica cock flared out and thickened and the whole length pulsed and went rigid. Sunset jumped back and watched in fascination as the spell-work woven into the product activated, letting out a small spurt of clear liquid that slid down the silicone stallionhood, making it glisten… and then a disembodied voice from the cock came out of nowhere with impressive volume.

“EEEEYUP!”

Sunset blushed, unable to remove her eyes or prevent herself from licking her lips as she watched the masculine organ drool more trickles of clear lube from the top. ‘Holy crap that’s… hot…’ Sunset thought to herself as she tried to press her thighs together. She was heating up a bit down there and suddenly she had a distinct sensation of her lack of pants. Sunset tried to tuck her tail down, but her rebellious dock seemed to resist the intention… trying stubbornly to stick itself up and lift her tail clear of her plot instead. She quickly turned to face Honeycrisp so he wouldn’t be able to see her… well… her everything.

Honeycrisp didn’t seem to notice her changed posture as he stepped out of his kiosk with a couple of wet wipes, chuckling. “Hah! Never gets old.” He walked over to the display model and began quickly cleaning it up, as he pressed a small switch on the base of the rigid dick which reset it to the original throbbing state.

“Latest in unicorn-dildo tech! They’re almost catching up to the old COOLCO stuff.” Honeycrisp positioned the throbbing dick upright in the center of the display carefully… “Just sold this model to a rather famous pony out in Ponyville… she always gets the latest from the Hayseed line… maybe you’ve heard of her? Applejack?”

Sunset blinked, “A-AJ? Seriously?”

Honeycrisp nodded smugly again. “Yup! I’ve had all sorts of famous ponies in and out of here!”

Sunset frowned, her eyebrows pinching together, “And you just tell everypony who walks in off the street that they do?” She stepped into his personal space, pushing her face into his with an angry glare.

Honeycrisp’s expression immediately changed to one of nervous trepidation as he backpedalled. “Uhhh… I can explain,” the stallion stammered, trying to find a way out of this predicament… usually ponies weren’t so touchy about this stuff: every mare used coolers and dildos, right? “I never reveal p-p-private details of ‘non-public figures’.” He gulped, the orange unicorn mare now nose to nose with him.

“Save it.” Sunset growled. She may not know the pony versions of her best friends in this world, but she felt compelled to protect them, even so.

“Seriously! I’ve had most of the elements in here, celebs, royalty - even the Princess Mi Amore Cadenza! She was here for the grand re-opening after my renovation!”

Honeycrisp pointed at a newspaper article on the wall behind him, showing a beaming Twilight and Cadence cutting a ribbon outside the front of the store. The article’s headline said PRINCESSES BLESS LOCAL LOVE STORE - Advocate Safe ‘Relief’ Practices for All Mares and Fillies. Honeycrisp could be seen beaming at the edge of the photo.

Sunset’s glare softened a bit. It was difficult to remember that things were different here in Equestria. Unlike Earth, sex just wasn't as much of a taboo for ponies - though it was still not something to be discussed in polite company. It was so easy to forget - she’d spent so much time in that other world.

Sunset sighed, her face still close to Honeycrisp’s, then took in a deep breath. Instantly her nostrils fill with the scent of the pony in front of her. That smell of stallion. A mix of sweat and firewood mixed with… something else.

It had been so long since Sunset had smelled that potent mix. It was so familiar, so pleasant, so intoxicating. She leaned in closer, putting her nose just under Honeycrisp’s jawline and taking in another deep inhale of his musk.

“Uh… can I help you miss…?”

The voice snapped her out of her brief lapse. Sunset blushed fiercely and backpedalled a body-length away from Honeycrisp. “S-sorry! I just… uh… you… ah… I liked your cologne?” Sunset blushed as she shrugged.

“Uh huh. Well… not wearing any.” Honeycrisp smirked, an eyebrow raised. “But seriously… how can I help you, miss…?” He extended a hoof in greeting.

“Oh! Uh… Shimmer. Sunset Shimmer.” Sunset extended her hoof back, smiling awkwardly as she felt the strong force behind the hoof press against her and watched the stallion’s muscles coil to shake her hoof up and down.

‘Get yourself together, Sunset! It’s just a hoof-shake!’ She thought to herself, a dopey grin on her face as her tail swished left and right with embarrassed happiness.

“Nice to meet you, Ms. Shimmer!” Honeycrisp nodded, before turning and trotting back toward his kiosk.

Sunset’s eyes traced over his square shoulders and along his withers before sliding down his flank. She tried to pierce the veil of his orange-red tail to see what lay beneath. She had just caught the slightest glimpse of two round black orbs when his voice drew her attention back to his face, looking over his shoulder with a grin.

“Guessin’ you’ll need some help selecting something for yourself, hm?” He reached under his counter and grabbed a small plate of candies, putting them up on the countertop. “Here… take one.” He pushed it over to Sunset, who walked over and picked one up, eyeing it suspiciously.

“It’s just a candy. It’ll help you relax…” Honeycrisp chuckled. “I make it with natural honey that I harvest out back of the shop. They’re good!”

Sunset arched her eyebrow at that statement, looking at the candy with suspicion.

“NOT that kind of honey. Sheesh, what is it with you mares and suspecting the worst? Here, I’ll have one.” Honeycrisp popped one into his mouth, which finally provided Sunset with enough courage to try it herself quickly levitating one to her mouth and slipping it into her muzzle.

“There you go. Seriously… I haven’t seen a mare so nervous before. You’d think you were a filly on her first estrus or something.”

Sunset played with the candy in her mouth, it was sweet and thick, and tasted… pretty good actually! It seemed to be spreading a pleasant and sweet warmth throughout her body from her stomach. Little warm waves of pleasure radiating out from her tummy and making her feel more at ease. She swallowed it quickly and grabbed another, popping it in her muzzle as Honeycrisp went on.

“Although, to be fair I haven’t seen a mare so worked up out of season before. Are you one of those rare ‘three-heats-a-year’ girls that Cosmarepolitan magazine is always claiming exists? I mean… it’s almost February!” Honeycrisp chuckled, before nodding toward Sunset and pointing with a hoof, “And you can’t tell me that is a non-estrus state of desperation.”

Sunset’s thoughts raced. ‘He noticed. It was when I smelled him, wasn’t it. God this is so embarrassing!’ The orange-unicorn blushed furiously. She couldn’t believe how awkward she felt at this moment… That feeling got even worse was when she noticed that he wasn’t just pointing at her, but below her… between her legs.

She looked down slowly, her head tilting upside down to look under her barrel at where he was pointing.

She was drooling.

And not from her mouth. Well… not her upper mouth. A thin gossamer strand of honey slid from her rear to the store floor below. A small pool and a few drops lay at the bottom of the majestic marejuice waterfall.

Sunset immediately slammed her rear end down on top of the puddle, sitting on it with her haunches to try to cover it up. She could feel her marehood was already sopping as it hit the wet floor with an audible and moist *plap*. Something was going on down there between her haunches… her nethers felt hot against the cool store floor, and she could feel her love-bud chafing uncomfortably against her lips.

She had other concerns at the moment though. She locked her back into a stiff posture and sweated nervously as her eyes widened and she shook with embarrassment.

“Ah ha ha ha. Wh-whatever d-do you mean?” Sunset squeaked as she tried and failed to show a nonchalant attitude.

Honeycrisp merely arched his eyebrow, and leaned his elbows on the table. “What I mean is that there’s a puddle you just left on my shop floor that I’ll need to mop up later. Seriously Miss Shimmer, I’m here to help but I gotta know what’s up. Are you on meds or boosters or something?”

Sunset sighed, her breath feeling hot as it left her. She answered, shakily, “N-no… nothing like that… and it’s not a heat either…” Sunset looked up bashfully to see the storekeeper motioning her to go on. “Y-you… you wouldn’t believe me if I told you.”

Honeycrisp smiled.

“Try me.”

Sunset took a deep breath.

“…and then Starlight sent me here and I just jumped on the train and I almost kissed the station-pony, then I tried to hug my taxi-cart driver then I came in here andIleftapuddleonyourfloorandnow…” the orange mare took a deep breath as the words rattled out non-stop, “I’mgonnadieofembarassment!”

Sunset’s story finally concluded and she shut her eyes, waiting for the inevitable laughter and teasing. She had just told him a wild story about other dimensions, humans, evil magical energies, and more.

Sunset felt tears forming in her eyes. She hoped that they would be evaporated by the sheer heat of the blush she was sporting. ‘I should never have left the castle.’ Sunset despaired in her mind.

“Huh. That makes sense.” Honeycrisp said, tapping his chin with his hoof.

“What?”

“Yeah. It seems that whenever we ponies get trapped in other forms for a bit, we end up super ‘switched-on’.” Honeycrisp said, nodding confidently. “Hay, I remember when Princess Sparkle came in here a few times over the years a little more antsy than usual. Miss Glimmer too… That would seem to line up with your story of them jumping back and forth to this other world.” Honeycrisp massaged his neck as he continued to consider other times ponies came in out of season in such a state. “Heck, don’t even get me started on when the elements of harmony got turned into breezies.” Honeycrisp chuckled. “Nothing in the whole store would satisfy ’em… I ended up having to call in our ‘special service providers’... Though that did seem to clear everything up pretty quick.”

Sunset’s ears flicked at this mention of a special service. Maybe there was a solution to this damn… problem.

“Wh-what’s that? Th-the special service?” Sunset asked with an unsure voice, looking up through her bangs bashfully at the store-owner.

“Hm? Oh… I use a couple ‘lings from Ember’s. They’re a referral partner - I send them business, they send me business.” Honeycrisp explained. “We shut the store down for a bit… I’ve only ever had to use it in extreme emergencies.”

Sunset cocked her head. “‘Changelings? Why would… oh… OH.” Her blush returned.

Honeycrisp laughed, “Yeah, they can get the job done if nothing in here will.”

Sunset poked at the floor nervously. She already knew what she wanted. These silicone imitations were exciting… but only because they were reminding her of the real deal. What she was really missing from her time back on the other side of the portal: a big, strong, hot-blooded, masculine stallion.

“D-do you… c-could you order up the sp-special for me?” She asked, her voice becoming quieter and more nervous, before she finished her statement with a cute smile as she looked up at Honeycrisp.

“For someone on Glimmer’s tab? Of course!”

Sunset brightened, straightening up her back in her seated position as her ears perked up, her smile spreading across her face.

“…is what I would say if it wasn’t Friday night of the busy season in Las Pegasus. Seriously, every single changeling escort from Ember’s was probably booked weeks ago. No chance. Sorry miss.” Honeycrisp sighed, sinking onto the counter.

“O-oh,” Sunset deflated, sinking down and slouching her shoulders in defeat. She’d come so far… a different dimension, the train, the cab, this store… and still nothing. If anything, it was worse! Now her body was throbbing with desire, her plot ached for a stallion’s filling presence, and she was sitting in a puddle of her own juices! This was a disaster!

Maybe…

‘No. You can’t Sunset. You’ve already lost everything else. Keep that one last shred of dignity. Don’t beg just to be turned down,’ she thought, berating herself as she squeezed her eyes shut.

But… maybe it wouldn’t turn out that way? Maybe… maybe he’d say yes?

‘NO. That’s your plot talking, girl.’

I… I’ve got to try.

‘…f-fine… he's kind of cute, at least.’ Her thoughts begrudgingly accepted.

Looking up through her bangs, a scared and uncertain smile on her face, Sunset caught the eye of the fiery-haired store owner, and lifted a shaky hoof to rub her other arm, before she stammered aloud, taking what felt like a huge risk… but perhaps her only chance at relief.

“I-I… don’t suppose… you could provide the special service?”

Honeycrisp’s head shot back in surprise. “M-me?” He pointed at himself with a hoof, as if he needed to confirm physically that Sunset had meant him, incredulity rife upon his face. “W-with you?”

“I-I knew it.” Sunset slumped deeper into the wet puddle she was concealing. She could feel her heart breaking as her desperation began to overtake her. Tears were forming in her eyes as little, shaking sobs wracked her slumped shoulders.

“I-I’m s-so stupi-”

Sunset was cut off immediately by a hoof lifting her chin up: Honeycrisp’s hoof. He had leapt over the countertop and knelt down beside the upset mare in a flash.

“Woah woah woah there…” Honeycrisp cooed, wiping Sunset’s eyes. “Ah jeez… I went and put my hoof in my mouth, sorry.” Honeycrisp chuckled, as he lifted Sunset back to a standing position. “What I meant was: I can’t believe a mare as beautiful as you would want a guy like me.”

Sunset sniffled, “O-oh.” Her smile returned to her face meekly, and she slugged Honeycrisp in the shoulder playfully, “Has any mare ever told you you’re terrible with mares?”

Honeycrisp grinned, nodding.

“Still, not totally your fault. I’m definitely feeling a bit… out of sorts.” She rubbed her eyes clear with a hoof, her smile now totally beaming on her face.

“Tell me about it,” Honeycrisp grinned. “I could smell you coming down the alley from the street - I’ve been sporting a half-chub since you came in the door your musk is so strong.” He chuckled as he waggled his eyebrows.

Sunset slugged him again, “Jerk! Man you really have no idea how to talk with girls, do you?”

Honeycrisp shook his head, “Again… I have no idea why you’d want to hook up with a guy like me.”

Sunset stepped closer to him, her chest floof brushing against his as she looked up into his eyes. “Well.. it helps that you’re pretty cute.” She smiled coyly, nuzzling Crisp under his jaw.

“S-so… h-how would you like to do this?” Honeycrisp asked, smiling.

“A kiss would be a nice start.” Sunset closed her eyes and leaned in.

Honeycrisp did the same.

Their muzzles met briefly, a light kiss that left a delicate pressure on their lips before it broke and the two ponies backed away for a moment to look into each other’s eyes again. Without a word, both sets of eyes became half-lidded, hungry… ready... and the two faces came together again.

Sunset opened her mouth and twisted her neck, providing an easier entry to the stallion standing over her as he pressed his muzzle deeply into hers. Sunset reached behind Crisp’s neck, clutching him as she felt the stallion’s tongue pin her own and explore her mouth playfully, dancing along her teeth. She could feel their saliva mixing, could taste the honey sweetness of his mouth from the candies he made, could smell his stallion-ness as he engulfed her.

She melted.

Sunset’s legs began to buckle under her as her muscles relaxed, yielding to the desire of the male kissing her. The heat between her legs was fanned into full flame - she could feel her petals swelling and unfolding from Honeycrisp’s kiss.

As she felt herself falling to the floor, a strong fore-hoof wrapped around her shoulders, holding her up and keeping her in the kiss a moment longer. Sunset felt the playful tongue begin to withdraw from her throat and tried to suck it, to keep it in for a moment longer. The kiss broke, a strand of saliva still connecting the two as they stared into each other’s eyes.

“Wow, Miss…” Honeycrisp breathed, through a grin, “I hope that was as good for you as it was for me.”

Sunset just reached up and gave a little lick to the stallion’s nose. “Call me Sunset.” She gave a grin back of her own.

“Alright then Sunset,” Honeycrisp released the mare, letting her fall back to four hooves, “shall we?” His face was filled with casual confidence, an arched eyebrow and cocked head suggesting that he had a playful aggression that would need to be sated.

Sunset was breathing heavy through an open mouth as she looked into the green eyes of the cocky colt. Her body was screaming at her to just nod, turn around, spread her legs and flag her tail. She didn’t want to do that just yet, though.

“Hang on a second,” Sunset said, beginning to slowly walk around the Stallion. “So this special service, it must be very expensive, yes?” Seeing Honeycrisp’s look of confusion, Sunset went on quickly, “I think I should be entitled to… inspect the equipment first, wouldn’t you say?” Sunset flicked her reddish tail into the stallion’s face playfully as she said this, looking back over her shoulder with a smile fit for the bedroom.

Honeycrisp chuckled, “Of course. Feel free, Sunset.” He began to lift his leg out to the side to reveal himself more fully, but was quickly stopped by one of Sunset’s hooves.

“Ah ah ah.” Sunset hummed, her tail still flicking back and forth playfully. “I always like to start… from the end.”

Honeycrisp shivered as he felt the mare’s hoof trace over the lower part of his barrel before pausing on his flanks and giving a little squeeze.

Sunset ignited her horn, letting her magic field stroke idly through the lower parts of Honeycrisp’s mane and down his neck, even as she gave his flanks a little slap. ‘Damn he’s got a cute butt.’ Sunset thought, licking her lips as she continued circling the stallion.

Honeycrisp had to resist nickering when he was slapped - he was getting incredibly turned on right now, as he felt the touch, magic and eyesight of Sunset’s inspection play over him. This was hot. “Ouch… *Nee-hee -hee!*” Crisp nickered, as he felt a nip on his left flank.

“D-did you just bite me?” Crisp looked back to see the unicorn mare, now staring directly at his plot, her tail still facing him as she stood alongside.

“S-sorry… couldn’t help myself.” Sunset blushed, with a meek smile.

“N-no… I liked it.”

Sunset smiled again, her tail purposefully swishing under Crisp’s barrel and wispily brushing against his stallionhood, now half-erect and spilling out of his sheath. She finished trotting around her stud, so that she was now facing his rear-end.

“Let’s just get this out of the way.” She grinned, grabbing the base of his tail and yanking it up and to the side, providing her a clear view of the stallion’s rear.

“Mmmm…” Sunset grinned as she blew a stream of air playfully against the colt’s exposed tailhole, making it quiver and him giggle. This bouncing laugh brought her attention to the two, fat, round black orbs below, hanging loosely under smooth skin.

Sunset couldn’t wait any longer, and leaned forward to plant a sloppy kiss on Crisp’s scrotum, just below his tailhole, dragging her tongue down the onyx, fleshy sack, through the small indentation between his testicles, before bringing her whole muzzle under his nethers, letting the heavy sack rest on the bridge of her nose.

“Hmmm… do I need to give you some encouragement down here? I’d like a full inspection.” Sunset growled playfully, her muzzle now supporting the heavy base of Crisp’s growing erection.

“J-just a bit n-nervous, s-sorreeEENNnnngggh.” Crisp groaned, as Sunset’s magical field slid down from playing with his hair and coiled around his partial erection, warming and grasping at his sensitive organ. Immediately he felt his heart throbbing and pulsing, sending hot, heavy blood into his shaft. He began to lengthen and harden quickly.

“That’s more like it.” Sunset giggled as the weight resting on her muzzle grew weightier and weightier. With a small sigh of disappointment she ducked down lower, letting the weight of his testicles lift from her face - she’d loved basking in the musk of his sack, but she wanted to see his size.

“W-wow. You’re a big guy, aren’t you.” Sunset breathed, as she caught sight of Crisp’s stallionhood from below. It might not be as thick as the Hayseed HeartThrob, but it was definitely as long… maybe even a touch longer. Sunset licked her lips again, swallowing the saliva that had suddenly filled her mouth.

Having had her eyefull, Sunset began to lift her head out from under Crisp’s nethers awkwardly. As she did so, she bumped against his balls, making him shift and her jump. Suddenly, the tip of her horn felt… warm?

“YEEeeeoooowch!” Crisp shouted from above her.

She’d slid about a half inch of her horn into his tailhole. “W-whoops! S-sorry!” She quickly withdrew.

“Holy celestia! I’m not opposed… but ya gotta give a guy a little warning, Sunset!” Crisp scolded, as he looked back and reached with a hoof to rub his rear.

Sunset swatted it away quickly, grabbing both of Crisp’s flanks with her own hooves. “Oh hush, don’t be a baby. I’ll make it better.” Sunset leaned in, planting a kiss on his ponut.

“Mmmfff! Did you just… woaah-hnunnnggh…” Crisp’s question became a moan as he felt Sunset plant another kiss on his tailhole, this time letting her tongue caress the ring of flesh playfully, even teasing at the center.

“OK that’s enough of that!” Honeycrisp moaned, turning back and grabbing a surprised Sunset around her shoulders, twisting her as he rolled to the store’s floor in a skillful wrestling-tackle.

“H-hey! I wasn’t finished!” Sunset chuckled, her rimjob interrupted as she writhed in the playful heap of limbs that she and Crisp had created together. As they rolled about, Sunset quickly rubbed her horn clean with magic - the spells inexplicably seemed to be coming back to her.

“Yeah, but I haven’t had a chance to start!” Crisp chuckled, spinning about.

Finally the two ponies ended up, panting, with Sunset resting on top of Crisp, belly-to-belly in opposite directions, with her flank in his face - leaving her muzzle-to-flare with his drooling erection.

Sunset looked with wonder at the cock in front of her, the thing that she had been wanting for so long… for so many years… The long, mottled-pink and black shaft soaring from Crisp’s crotch, its smoothness only interrupted by a few protruding veins, an already-slick medial ring and his flare. The shaft tapered ever so slightly before expanding to the fat bell-shaped cock-head. A spongy-pair of glans sat just beneath a swollen o-shaped cockslit, currently drooling intermittent globs of pre-cum that slid down and slickened Crisp’s flesh.

Sunset’s mouth watered. She couldn’t wait any longer. She leaned forward, her mouth opening, thick strands of sticky saliva connecting her tongue to the roof of her mouth as she made ready to engulf Crisp’s flare.

“I can’t wait to taste your co-auuughh!” Sunset’s head arched back and she threw out a moan of pleasure, eyes clenched in ecstacy.

Honeycrisp had beaten her to the punch.

As Sunset had sat atop him, admiring his genitals, he’d done the same. Sunset’s beautiful rear sat inches from his muzzle. With Sunset’s red, lashing tail flagging erectly, there was nothing concealing her beautiful plot from his gaze.

The unicorn mare had quite the ass. It hit just the right combination of thickness and muscle for Crisp’s taste, the firm but yielding flanks inviting slaps of passion as they bounced and jiggled on his chest. Even better, a pair of ample teats was in between them: beautiful and pert breasts with erect nipples that packed Sunset’s inner thighs beautifully. Finally there was the plot itself: a beautiful, tight tailhole, quivering and throbbing above her marehood…

What a marehood it was.

Honeycrisp had seen his share… but nothing like this. It looked tight - the thin ring of her orange-yellow swollen lips surrounding a small love tunnel of pink flesh, peeking in and out of existence with each throb of Sunset’s fat clit. He’d almost be concerned about entering the tiny snatch, if it weren’t for the copious amounts of fluid pouring from her, drooling out of her pouch and running off either side of his neck.

That was the really remarkable bit though… just how hot she was.

The fluid was more than warm… it seemed to almost steam as it rolled off him to the store floor below. He could feel the warmth of her marehood as it rubbed against his chest. The burning heat of her lips passed right through his damp fur - he didn’t even know that a pony could get that hot. The smell was hot too… like a mixture of oak and flames… it made his nostrils flare and his mouth water.

He had to taste it.

Leaning forward, he buried his nostrils against Sunset’s twitching ponut, allowing him to bury his tongue deep into her snatch in a single instant. The musky, sweaty smell of her tailhole was dwarfed by the raw fire of the temperature of Sunset’s tight, twisting interior.

“Mmmngh,” Sunset groaned as Crisp’s tongue pressed against her inner-walls. She felt her hot-honey pour from within her splattering onto her lover’s face. “B-buck! Y-yes right there!” She groaned again, grinding her hips deeper onto Crisp, smothering him with her ass to get his writhing tongue deeper inside. Then she felt it.

It started as an ache, ever so subtly in her gut, before it exploded up through body - little sparkles of energy that raced out to her hooftips and then collapsed back in to her pussy.

“Buck! Y-yes y-yes, don’t stop… don’t… stoawwwwwwwhp.” Sunset half-screamed half moaned, as her snatch exploded with juices. Her fat clitoris began throbbing, winking in and out with almost painful clenches as her cunt milked Crisp’s tongue, each clench flinging her hot-juices into Crisp’s thirsty mouth with squelching squirts.

Then Sunset’s horn exploded in a huge shower of brilliant yellow sparks.

“Auhh… auhh… auhh… auhh…” Sunset moaned as she was wracked with wave after wave of exploding magical energy.

Splurt after splurt of magical energy shot out from her horn - all in time with her clenching pussy. The thick sparklers of condensed energy fell, sizzling, to the floor below. One fell onto Crisp’s leg, the burning hot tingles of magical lust energy dispersing through his leg muscles, eventually making it to his groin - he felt his dick throb with the magical heat, pre-cum burbling from his slit at the sudden influx of power.

Finally, the mare grinding her plot into his muzzle unstiffened, and stopped moaning. Looking up, Crisp could see that her horn had finally started to fizzle. Her weight came off his face ever so slowly as she leaned forward, letting Crisp have his first breath of clean air in minutes.

“Phew… after a climax like that, do you need a secon- hnk!”

Crisp was cut off immediately as Sunset leaned forward and took his flare into her mouth. She wasn’t satisfied yet… not from one orgasm.

And she had waited for her taste of horsecock for long enough.

Her tongue wrapped all the way around Crisp’s knobby flare, exploring the delicate underside of his ridge, lapping up the sticky juices that had accumulated there.

“B-buck, girl…” Crisp groaned, reaching forward and gripping Sunset’s flank and the base of her tail to hold himself up off the floor so that he could see the hungry mare at work.

Throaty swallowing sounds and splats of drool drew his eyes to Sunset’s mouth as she continued to work the tip of his cock, and thirstily swallowed the fresh juices sputtering from his cock-slit. She would alternate between sucking swallows and coating his plump helmet with her tongue, and each time it would make him buck with pleasure. He noticed that the mare’s tail was wagging with joy in his hoof, making her cute butt wiggle with excitement at the cock she was swallowing.

Grinning, he leaned forward and placed his mouth against Sunset’s plot again. This time his target was slightly higher than before…

Sunset was having the time of her life. The thick juices sliding down her throat were like some kind of ambrosia: nectar of stallion. She could feel badly her body needed that essence in her. It tasted so good.

Then she felt a wet kiss on her rear again… was Crisp going to be giving her another tongue-ride? No… that wasn’t quite…

“EEP!” Sunset popped off Crisp’s cock as she felt his tongue pierce deep into her asshole. The stallion hadn’t bothered with teasing her tight ponut, instead choosing to thrust his pink muscle right into her tailhole, jamming it as deep into her anus as he could and wriggling it around.

“W-w-wrong hole!!!” Sunset squeaked through clenched teeth. She’d never had anything in her butt before.

Honeycrisp didn’t listen, smiling to himself as he continued to play his tongue around in this cute mare’s hot asshole. He could already feel her clenched ponut starting to relax and loosen, letting more of his thick tongue spread into her. Surprisingly, (perhaps an effect of the transformation?), she seemed to be as clean as fresh snow in there, with only the neutral taste of her sweat and natural lubricants to accompany his anal tongue lashing.

Sunset’s face was melting again - maybe this wasn’t the wrong hole after all. She grinned goofily as she let her butt enjoy the attention it was getting from the cute stallion pinned under her, her eyes rolling slightly from the dopamine sloshing around in her mind. She turned her attention back to the rigid cock in front of her.

She knew what she wanted.

Not for the first time - a look of trepidation passed over her features… could she really fit all of that?

She had to try.

She opened her mouth as wide as it would go and wrapped her lips around the fat, drooling cockhead. Pressing forward with gusto, she felt the hot, throbbing organ press against the back of her throat and she began to cough and gag.

She felt the tongue slide out of her tailhole like a snake wriggling out of her butt.

“MMm… you alright? T-take it easy up there, you don’t have to-... woah.”

Honeycrisp was silenced as he felt Sunset use her magic to assist in sliding his cock down her esophagus, swallowing as she did so. The long, mottled pink and black, shaft disappearing inch after inch into the unicorn mare’s mouth.

Sunset reached down and gripped under Honeycrisp’s thighs for leverage as she slid over his medial ring, finally reaching the hilt of his lengthy horsecock. She swore she could feel him in her stomach.

“Holy Celestia, Sunset.” Honeycrisp breathed in awe, as he felt his entire length engulfed with hot, sticky throat-muscle. “You’re a bucking fine mare, you know that?”

Sunset Shimmer chuckled, the reverberations of her diaphragm squeezing on his cock in waves, before she withdrew her muzzle all the way up and off him in one slick motion.

“MMmm… Boy I needed that.” Sunset sighed, as she stood up and turned around, positioning herself between Honeycrisp’s legs, and giving his erect cock a little prod, making it bob. “I needed to feel full... know what I mean… I mean, being a human is great and all… but those boys can’t compare to…” She blushed, looking bashfully at the long stallionhood bobbing and bouncing between her face and Crisp. “Well… to a hung stallion stud like you.”

Crisp propped himself up on his elbows, grinning a confident smirk.

“Now… let’s see if you can satisfy the other requirement I have…” Sunset grinned, squatting on her haunches between Honeycrisp’s legs, her eyes taking on that sultry naughtiness she’d had before, “I think I’ve earned myself a nice… heaping…” Sunset began pumping the long penis with both of her hooves, slowly at first, “steaming… thick… load…” her pumping increased in intensity as she leaned closer to Honeycrisp, whose head was tilting back in blissful agony, her eyes never leaving his, “...of hot, virile, horsecum.”

Honeycrisp groaned, he’d never been stroked like this, so rapidly and desperately, the pair of orange hooves flying from the base of his cock all the way up to his tip. He was close, but he tried to hold on, squeezing his pelvic muscles to resist the urge to release into Sunset’s face.

“Holding back, huh?” Sunset grinned, “Well, I think I can put an end to that.”

Sunset’s horn flickered green again, and Crisp watched with horror and fascination as the green aura slid down his shaft and over his ballsack, tingling with warmth… before pushing up against his plot-hole and slipping inside him.

“Eep!” Honeycrisp squeaked, his face going cross-eyed as the warm tingles slid through his butt’s thin wall and surrounded his prostate, the field wrapping itself around the swollen, heavy gland and encompassing it with a gentle touch.

Sunset leaned over the rigid, twitching cock and gave Crisp a wicked, naughty smile enjoying the look of absolute pleasure and the slight-fear that she could send him careening over the edge of orgasm.

“Honeycrisp… I think it’s time for you… to pop.”

As Sunset said the last word, she set her magical field to vibrate and massage his prostate, milking it toward his urethra with powerful throbs which matched his racing heartbeat.

“BUUUuuuuuck!” Honeycrisp moaned aloud as he came, harder than he ever had in his life, his hooves clutching vainly at the shop-floor and his back arching as he threw his head back in passionate release.

Sunset watched with fascination as the stallion’s flare throbbed into an even fatter disc-like shape, the little knobs she’d played with in her mouth earlier becoming pronounced rock hard protrusions as the entire cock stiffened and convulsed… then exploded.

With Sunset constantly milking his prostate in her magical field, Honeycrisp didn’t cum in spurts… the natural convulsions of ejaculation being superseded by the constant force of squeezing precision telekinesis... instead it was a consistent stream of thick, rope-like cum.

...and Honeycrisp came buckets.

The first few second splattered like a firehose across Sunset’s surprised face, thick batter landing on her muzzle and in her bangs as she tried to process that he just wasn’t stopping.
Sunset quickly opened her muzzle, directing the stream of cum from the moaning stallion into her mouth, the thick stream spattering against the roof of her muzzle and accumulating rapidly in her mouth.

As he continued to moan, Sunset felt her mouth filling, felt the hot and sticky cum begin to leak out the sides of her mouth and drip with gooey trails to the floor below her. She closed her mouth, causing Crisp’s batter to once again splash against her face, making her shut one of her eyes as she steeled herself and quickly took a heavy swallow of the thick mouthful of semen.

The bulge of steaming hot spunk slid down her throat and splashed into her stomach, filling her with a warmth and satisfaction that she had forgotten was possible… and he was still cumming.

She glomped her mouth over the end of Crisp’s dick again, feeling the heavy stream of cum firing into her mouth, filling it again as the hot semen quickly pooled up over her tongue and filled her mouth to bursting.

She let the cock-end slide from her spunk filled cheeks again, to see the torrential stream of cum diminish to a smaller arc and finally taper off to a trickle. Still, she could see that he was coming… dry-firing with nothing left to release.

“Puh-please…” Crisp moaned, his back twisting into knots from the writhing pleasure he was receiving. “Stuh-stop…”

Sunset grinned, causing some of his batter to trickle out of her cheeks, she waggled her eyebrows and opened her mouth, showing Crisp the thick, syrupy load she held there. Then closed her mouth and swallowed, before showing him the empty mouth left behind.

“All gone, stud.” Sunset chuckled, then finally released the field milking his prostate.

Honeycrisp slunk to the ground, passed out and twitching as Sunset giggled.

He really was kinda cute, especially when he was knocked out like this. She thought, as she slid up his chest, his long cock trapped between their two bellies and snuggled up with him.

She supposed he could have a little break.

It was about ten minutes later when Honeycrisp began to stir again, his eyes slowly opening.

The first thing he saw was a beautiful orange-red haired unicorn mare resting her head on his arm, watching him with her beautiful blue eyes as she softly stroked his mane.
“W-wow.” He mumbled, smiling.

Sunset nodded, a small coy smile on her face. “I-I… may have overdone it.” She blushed.

Honeycrisp rolled onto his side, so he was face-to-face with the sexy mare. “May?” He grinned, an accusatory eyebrow arched up high.

Sunset sighed, “Yeah… my bad… it really sucks too.”

Honeycrisp shrugged, looking at her with a confused cock of the head. “Why’s it suck?”

“Because I just completely drained you. There’s no way we could get a second round in tonight.” Sunset pouted, her face frowning. “See?”

Honeycrisp looked down to see that Sunset was massaging his flaccid penis with her magic, gently trying to bring it back to life. Crisp couldn’t believe it wasn’t working… any other time it would have.

“Well… not necessarily.” Honeycrisp grinned, as he pointed to the tray of honey-candies on the counter-top, “bring those down here if you would.”

As Sunset levitated them down, Honeycrisp explained further. “These candies are made with my special honey…” Honeycrisp picked a candy up and popped it into his mouth as soon as the plate hit the floor. “See, the bees I keep are special Zebrican passion bees. Apparently they use them in a lot of medicine. What I’ve always found is that they make ponies produce a lot of extra fluid… plus they taste great.”

He popped a second one into his mouth. “Gimme a couple hours and I’ll be ready and raring to go!”

Sunset frowned, looking at the clock on the wall. “B-but it’s already getting pretty late… and I have to get back to Twilight’s castle before the end of the night…” A grin popped up on Sunset’s face as she remembered that Starlight had mentioned a private room. “Hm… do you think that we could take this private service on the road?” Sunset asked, hopefully.

“Of course.”

“I don’t know Sunset… is this really a good idea?” Honeycrisp asked with trepidation, as he looked left and right at the beautiful crystal interior of the Princess of Friendship’s library.

“I don’t think I can wait any longer.” Sunset tilted her head down slightly as she blushed, still embarrassed that she couldn’t control her physical need for Crisp. “No-one is around - Starlight was supposed to get me a private room but… this place seems pretty out of the way… we should hear them coming.”

Honeycrisp rubbed his left forehoof with his right, nervously. His rational mind was fighting a losing battle against his stallion instincts. “Well…”

Sunset stepped up to Honeycrisp’s side, pressing her chest into his as she nuzzled him forcefully, letting out a small moan as she rubbed her muzzle under his jaw. Honeycrisp gulped as he felt Sunset open her mouth and lay a passionate lick that traced up his jaw to his left ear.

Sunset’s breath fell hotly on his ear as she spoke softly, “Please Crisp. You have no idea how badly I need this.”

Honeycrisp grinned to himself. He actually had to disagree with the adorably begging mare on his left. After all, he had just spent the past 4 hours with Sunset. From the moment Honeycrisp had locked up his shop for the weekend, right up until they’d entered Twilight’s castle, there hadn’t been a single moment where Sunset hadn’t been stimulating him in some way.

Honeycrisp’s memory couldn't help but quickly play through the salacious details of those events…

Her gentle magic massage of his soft cock had continued from the moment they’d left the store - Honeycrisp had hissed at Sunset that they’d be noticed for sure… but the mare had only teased back that she was going to help him recover as fast as possible.

He’d even been impressed when she’d managed to levitate her train pass to the station attendant for a stamp as she continued masturbating his semi-erect cock. Dual levitation wasn’t the easiest of tricks… and there was something a bit hot about how her attention was completely on conversing with another pony, even as she stroked him sensually from base to tip. The moment she’d looked knowingly over her shoulder at him when she indicated to the attendant that he’d be travelling under the pass as well made him shiver. If it hadn’t been for how thoroughly she’d drained him earlier, he would be hard as a rock.

The train ride had been rather interesting too. The only other occupant in their cabin on this sparsely populated late-night express was an elderly mare. Immediately upon entering, her nostrils had twitched and her nose had gone up in the air, like a bloodhound on the scent. When she saw Sunset and Crisp pass her she’d smiled and gave a nod of understanding before getting up.

“I’ll let yew two young’uns have a gud roll in the hay and find my ol’ bones another cabin, much’s ah’d like tah watch, that’d be a mite bit rude.” She’d walked out the door and given them both a wink. “Do be careful now sweetie, but enjoy yer ride!” With that the elderly gray-haired, green coated earth-mare shut the door and moved on.

Honeycrisp remembered how he had gulped as he was left in complete privacy with Sunset, who had licked her lips hungrily at him and renewed her magical masturbation of his meat.

With renewed vigor she continued to pump his flaccid cock throughout most of the ride, using one ring of telekinetic force to form a ring at the base of his penis while another field slid up and down his shaft, trying to reinvigorate him. All the while she would insist he take ‘just one more’ candy.

This had also left plenty of time for snuggling and cuddling. The big benches in the train were perfectly suited for the task, and at times either Honeycrisp or Sunset would rest their head in the other’s lap, letting their partner relaxingly toy with their hair as they either cooed sweet nothings or slipped in and out of blissful sleep.

As the two lovers took turns basking in one another's presence, the train continued with its rhythmic clickety-clacking… and Sunset’s magic continued with its rhythmic thrumming pumps. Honeycrisp was impressed that she was able to maintain the spell even as she napped cutely on his shoulder. As he lowered her down to so she could snuggle herhead on his thigh comfortably, he realized that the unicorn’s magical ability seemed to have been improving all evening long.

When she had awoken a few minutes later, he’d jokingly stated that she was going to chafe him if she had cast a permanent stroking spell on him.

She’d hummed thoughtfully before getting a coy grin and agreeing. One of her hooves reached down between her legs, pushing her amply large teats aside and going underneath to the honeypot below. She’d brought the exploring hoof out over to his still flaccid cock immediately, as drips of juice fell onto his thighs. She’d then spread her hot mare-cum all over his cock.

Honeycrisp had grinned before suggesting perhaps a more direct application.

Sunset didn’t need to be asked twice.

With such a beautiful mare straddling his hips, Honeycrisp was in heaven as he watched Sunset grind herself up and down his soft penis. He reached down with his hooves and played with her pert breasts, as they bounced up and down from Sunset’s gyrations on him. It wasn’t long before Sunset had thrown her head back and moaned into the ceiling. Half a moment later, Honeycrisp felt his lap and seat get soaked with hot ‘Sunset-Shimmer all-natural’ brand lubrication. They’d had to change benches after that, as an adorably bashful Sunset whispered an apology for soaking him.

That had been one of her two orgasms on the train.

The other had come just as they had pulled into the station. He knew it happened as they’d pulled in because he’d noticed just how close in pitch the train’s whistle and Sunset’s climactic cry of ecstasy were. Although, that probably wasn’t the most pertinent thing to be thinking about while crushed between the locked thighs of a beautiful unicorn mare, as he sat on the floor between Sunset’s legs while she sat on the train-bench, giving him perfect access to her roiling marehood for another intense oral session.

She was still pouring squirt after squirt into his mouth when the cabin door had opened and an oblivious youngish pegasus-mare ticket checker had opened the cabin door.

“Next stop Fillydelphia… all Ponyville travellers debark imme- OH! Oh my. S-sorry.” She murmured as she watched the two lovers untangle themselves and stand, blushing furiously, next to one another with fake-innocent smiles.

Honeycrisp still felt that the elbow thrown into his side from a red-faced Sunset had been unnecessary. Sunset hissed that he had to wipe his chin. With the ticket-pony mare just staring at them, her wings slowly extending in arousal, Crisp reached up and off a thick strand of Sunset’s juice that was hanging from his chin-hair.

A beat passed with all three ponies in the train cabin just looking at each other in embarrassed silence…

Which was then broken with a soft *splorch* as another spatter of juice slipped from Sunset’s marehood to the train floor.

“L-lucky mare.” The pegasus ticket-checker whined, her wings now at full attention.

Sunset had immediately gripped the end of Honeycrisp’s now-erect cock with her magical field, and stormed out in total humiliation, brushing past the stunned pegasus’s wide wingspan, and pulling her stallion along behind her.

The thrill of being caught, Sunset’s adorable reaction to being embarrassed… and perhaps even a touch of protectiveness against the encroachment of another mare had all combined to finally restore Honeycrisp’s vitality.

Once she’d gotten over the ticket-checker event, Sunset had been overjoyed to find Crisp was back at full vigor. She’d skipped through Ponyville, hurrying Honeycrisp along as she pronked with joy, leading him toward the crystal castle by her field on his cock, like an owner dragging along a puppy.

Honeycrisp had tried desperately to hide his erection as he was pulled along, but if he didn’t keep all four hooves moving, he would either be pulled flat on his face and dragged through the dirt by Sunset’s pull on his dick… or the whole appendage might just come off. He didn’t want either, so he braved the looks from the few Ponyville townsfolk still up and about at this time as they watched a deliriously happy unicorn lead a stallion with a bright green magic field around his erection.

Surprisingly they didn’t make a fuss about it… But to be fair, the mares going in and out of that castle are known to be a bit more… interesting than your average filly.

After not being able to find anyone in the castle, Sunset had dragged Crisp into the library, one of the few rooms that Sunset knew well.

And then she had closed the massive doors with her magic, as easily as if they were made of paper.

Then turned and looked at Honeycrisp hungrily.

He had gulped.

Honeycrisp tried circling around the clinging Sunset toward the double door she had just shut. He still wasn’t sure this was the best idea. He knew Twilight and Starlight from their visits to his shop… but he still didn’t think that they would take kindly to him bucking one of their friends inside their home without even saying hello.

“S-sunset let’s just wait a bit longer, I’m sure…” Honeycrisp’s world spun as four magical fields gripped his hooves and threw him powerfully to the ground, pinning him on his back.

“NO!” Sunset shouted, before calming ever-so-slightly. “No. I can’t wait anymore.” She strode over to him, taking a moment to nuzzle his upright, stiff cock as she did so, her eyes crossing to look at the penis in its entirety as she licked her lips. “Honeycrisp, you don’t understand… I need your cock inside me so badly.”

Honeycrisp just nodded, stunned. He’d never been pinned like this, it was clear to him that if Sunset wanted to overpower him she easily could. Not that he actually thought she would… but the reality was: he was currently helpless, totally at the mercy of this sex-crazed mare… it excited him.

“Th-thank you, Crisp.” Sunset smiled, releasing the magic as she slid up between his legs, Sunset’s hot snatch leaving a small snail trail of scorching juice on the cold crystal floor under them.

Sunset tried to sit back on her haunches, her somewhat dizzy and unbalanced state causing her to slip and fall all the way back onto her elbows so that her rear-legs were splayed out ahead of her, resting on top of Honeycrisp’s thighs. This left both of the horny ponies on their butts, propped up on their elbows, looking at one another with burning desire.

Sunset moved first.

As if she were too desperate for cock to wait until she’d righted herself, Sunet quickly maneuvered her rear hooves so that they trapped the earth-pony stallion’s cock between the soft frogs of her underhooves.

She looked across at the panting, excited stallion as she began to stroke him, biting her lips in concentration as she slowly pulled her hooves all the way along his lengthy shaft, then carefully gave his cockhead a gentle series of massaging touches before stroking back down.

She caught him staring at her as her hooves came back to the base of his shaft, and gave him a little wink as she giggled. She took her left rear-hoof of the base of his cock and slid it lower, underneath his large ball-sack, lifting it up on the top of her hoof and feeling its weight.

“H-heavy.” She breathed, her gaze fixated on the slick black orbs as her right rear-hoof took another long journey up to the top of Crisp’s stallionhood.

“S-sunset… I…” Honeycrisp grunted, cut off as the mare brought both hooves to the base of his shaft again, as she continued to toy with her stud using only her legs, wiggling Crisp’s pendulous dick left and right as she stuck her tongue out. “I… I’m getting cl-”

Sunset’s face immediately transformed back to one of desperation.

“No-no-no… not outside.” Sunset squeaked.

She released her hoof-holds and quickly pushed herself forward with her forearms so that she was sitting on her stallion’s upper thighs facing him, with her rear legs on either side of his hips, setting herself up to eventually mount and ride him -- cowgirl style.

“No more playing, Crisp.” Sunset groaned looking up through her bangs at him coyly. “I can’t wait any more.”

Sunset’s belly came up against Crisp’s long cock, the jet black base contrasting against her pale-orange fur as the mottled pink upper shaft and tip stretched almost to her belly button. Her pussy hovered right over Crisp’s balls, dripping steaming nectar onto them. Sunset looked down at the massive length of the organ laid against her.

For a moment she got a look of trepidation - her hoof pressed the throbbing shaft against her soft belly fur and she took in just how deep it would actually stretch into her. Her face twisted slightly, as the last vestiges of her rationality screamed at her… Could she really fit this into her? Was it too big?

She couldn't hold back now. Not when she was so close. She could feel something inside her, animalistic, unrestrainable, bestial that had been struggling to be quenched for so long: her body’s desire for horsecock. Her fear was swept up into a heady mix of excitement as she thought of all the frustrating human dates she'd gone on... the sleepless nights spent playing with her body until she passed out, sweaty and exhausted… the useless silicone substitutes that had lifelessly stuffed her… and the throbbing black and mottled-pink stallionhood that she had been so tantalizingly close to for the past few hours, and yet so far.

Sunset had a missing piece in her, a void that needed to be filled. Though she was too embarrassed to admit it, to acknowledge that some core part of her needed a hard, sweaty horsecock to complete her, but the truth was she knew she wouldn't ever be satisfied without fitting this thick, long, key into her lock. Like a balloon fit to burst, Sunset’s body was filled with churning carnal energy.

There was no way she would turn back now.

Licking her lips, she raised herself up on her rear legs, forehooves pressing against Crisp’s chest as he helped her brace them for balance. Up and up, the front of her slick marehood slid along the long stallionhood as she raised her hips to his cockhead until she felt like she had almost straightened her legs fully. Finally, she crested at the peak of Crisp’s pole and aligned her small, tight marehood with the fist-sized flare: there would be no fiddling about with lining things up… she used her magic to put the drooling cockslit right against her dripping opening. She took a deep breath, and bit her lip.

Then she pressed down with her hips.

Honeycrisp groaned with discomfort as his flare pressed painfully against the unyielding, tight pussy entrance, the hot lubrication not quite enough to let his rather-thick ridge enter the unicorn’s snatch.

“Ngghhh!” Sunset grimaced above as she forced more weight against the rigid stallionhood she was perched on, trying to will her lips to spread around his knob.

“E-easy!” Honeycrisp warned, not wanting the mare to hurt herself.

“Ngggh… argh!” Sunset growled in frustration, her horn igniting again and a field surrounding the point of their union, “nghh… I’m so… cloose!”

Then it happened.

Honeycrisp wasn’t sure if Sunset had shrunk him slightly, widened herself slightly, or just pulled at her pussy opening with her magic, but in an instant her pink folds finally parted around his cockflare and engulfed him.

And she didn’t stop there.

In one swift push, Sunset slid down and down Crisp’s shaft. He watched in awe as the small unicorn pushed herself fiercely all the way down into his groin, hilting him on her first stroke. He could see the bulge of his cock under her taut belly muscles: the bump from his cockhead pushing out just below her belly-button. The mare’s clitoris throbbed against the base of his dick, just visible under the heavy teats.

Then Sunset came.

Hard

“OH FUUUUUUUUUUUUUuuuuuuuuuuck!” Sunset screamed out. She’d never felt this way before. The moment she’d finally gotten Crisp into her body, there hadn’t been pain or discomfort - just searing pleasure. Where another mare might have flinched or held back, Sunset had needed to drive more and more of that wonderful shaft into her. Each additional inch set off new nerve-endings she had never known she’d had. The sensation of Crisp’s cock pushing up against against her cervix as her body rearranged itself, molded around the length of the stallion’s cock was intoxicating. The release of all the tension that had built up in her mind for so many years was too much for her. The impossible wave of neurological chemicals exploded her every synapse, making her go limp as her higher-cognitive functions shut down.

“Unnnnnnnnnnnnnnh……..” Sunset’s jaw hung open, her tongue lolling out of it lazily as her body convulsed, different limbs tensing and relaxing in erratic waves, making her flail wildly as she continued to moan mindlessly. Only two things seemed to be consistent: her clenching and spasming pussy, and her exploding horn.

Honeycrisp jerked about, trying to control the mare’s flailing limbs as he dodged his head away from burning sparkles of phosphorescent magic that shot up like a sparkler from her horn. He’d already given up on trying to salvage his stallionhood - he was convinced that it would either be crushed by her inner wall’s vice-like convulsions or melted by the sheer magma-like temperature of her twisting flesh: this mare ran hot.

Honeycrisp was busy managing this as he heard three soft *POP*s behind his head followed by a gasp.

“What’s causing this crazy magical output in my castle!?”

Honeycrisp craned his head back toward the familiar voice. He grimaced in nervous anxiety as he saw the princess of friendship herself, Twilight Sparkle flanked by her loyal assistant Spike, and her number one student Starlight Glimmer.

“There had better be an - AAAH!” Twilight blushed as she saw the scene right in front of her, and quickly charged her horn, the magical energy expending with a crackle.

*POP*

Spike was teleported out of the room immediately.

“S-sunset Shimmer? H-honeycrisp?” Twilight asked, perplexed as to why her friend from another dimension was currently bucking the sex-toy vendor from Las Pegasus that she hadn’t seen in months.

Honeycrisp nervously groaned, as he tried to shake the still moaning and cumming Shimmer. “Uh… Sunset? Your friends are here…” he shook her again even as she shook again, a spasm gripping and milking his throbbing cock from base to tip, “Unnngg… c’mon Sunny… wake up…”

Starlight looked with fear at Sunset’s horn as it shot another sparkler of burning magic, slightly less high than the one before. “T-twilight? What’s happening? Is she OK?”

Twilight nodded, blushing. “I-It’s a massive magical buildup being released because of… well… an orgasm. B-but I haven’t ever seen one so… huge before...”

Starlight looked at her teacher with a confused expression.

“Wh-what? S-some unicorn mares… p-pop…” Twilight blushed, “P-perfectly natural.”

Honeycrisp, meanwhile, was continuing to try to rouse Sunset Shimmer, his only ticket to explaining his way out of this crazy situation. “C’mon Sunset, say something… anything!”

As her brain slowly rebooted from her magical climax, Sunset’s eyes finally rolled lazily back to center and came somewhat back into focus as she lazily brought her tongue back into her mouth, smacking her lips slowly to get feeling back into them. “MMppfhh… fu… huff… fugh… huff… fugh meeeee….” Sunset drunkenly slurred as she panted.

Honeycrisp continued looking over his shoulder at the two mares watching them and blushing, he was sure he was going to end up in prison for this… maybe even Tartarus.

Sunset planted her right hoof behind her, squinting one of her eyes closed and letting her tongue hang out again as her rebooting brain began to experience the incredible filling sensation that she had wanted so badly for so many years.

NSFW PIC OCCURS HERE CHECK DERPIBOORU POST # 1600289

Her instinct was telling her to lift her hips and slam them back down - to pump in and out of the stallion underneath her… but that would mean losing precious inches of his deep cock, something that Sunset wasn’t going to do. She was not going to give up the feel of her milking snatch being totally stuffed with hot horsecock. The pressure against her velvet inner walls and her deep, spasming cervix was making her arch her back with pleasure. Still, her throbbing love-bud demanded attention, so Sunset did the only thing that she knew could satisfy her.

She began to grind.

“B-buck, Sunset!” Honeycrisp groaned, clenching his eyes and snapping his head back to the mare riding him as she began to thrust her pelvic region against his. “S-stop… y-your f-friends are… ungh… h-here!” Honeycrisp gripped Sunset’s powerful hips as he struggled to hold back from losing control himself; there was only so much a stallion could take… and a writhing, cock-starved mare - pressing her winking clitoris into his pubic bone as she impaled himself fully on his long cock while the whole of her being milked it from within - was not one of them.

Honeycrisp saw Twilight and Starlight approach closer from the periphery of his vision, likely concerned for their friend.

“I-I don’t CARE!” Sunset suddenly growled, leaning over forwards, putting her forehooves on Crisp’s shoulders and letting her fiery hair fall across his face. “J-just… B-BUCK me with your FUCKING HORSECOCK!” She snarled, clearly unable to stomach any further interruption.

Honeycrisp obeyed, as he used his hips to lift Sunset completely up off the ground, which also pivoted her face closer to Crisp’s. She didn’t hesitate to push her muzzle into his and unleash a deep kiss, moaning throatily into his mouth as she continued to grind and he continued to pump.

“W-we should go…” Starlight murmured, blushing.

“W-wait,” Twilight replied, “m-maybe we should stay… t-to make sure she’s OK.”

Starlight nodded, though she could tell that Twilight’s wings were shuffling about uncomfortably at the sight, the sounds, hay… even the smells of the spectacle they had front seats to.

Sunset broke the kiss with Crisp as she continued to bounce and writhe on his dick. She looked deeply into his eyes, the ends of their noses touching. She could feel him starting to twitch and stiffen inside of her, could hear his little grunts becoming more desperate as his eyes begged for release. Sunset smiled warmly at him as her face hovered in front of his.

“F-fuck… D-don’t… don’t hold b-back Crisp,” Sunset said quietly as she gave a cute little lick to his nose. “L-let it all… let it all out… yes… YES… THAT’S IT!” Sunset’s volume cranked up a level: she could feel his flare suddenly fatten and lodge itself against her cervix deep inside her, and she knew what came next.

Honeycrisp let out a guttural cry that shook the room as he bucked spastically into the air, clenching Sunset’s flank to pin himself as deeply in her as possible. Then he released.

Thick ropes of cum splattered directly into Sunset’s womb - filling her with shot after shot of his virile semen.

“BUCK! YES! YES! FUCK!” Sunset shouted aloud, her staccato yelps punctuating Honeycrisp’s unending moan and desperate climax-thrusts as her body reacted to the long desired presence of horsecum in her womb. She felt the warmth in her uterus trigger another set of convulsions, her tight marehood reacting to the presence of male cum with milking grasps as she orgasmed around Crisp’s ejaculating dick.

“FUCK! M-MORE! Y-yes… all of it! F-fill me up… g-give me all your h-hot C-CUM!” Sunset groaned as her clit throbbed with each milking grasp. Her horn glowed and trickled phosphorescent magic, sputtering and fizzling with greater frequency - she was nearly spent, and so was Honeycrisp, as his groan softly died on his lips and he fired his last sticky burst into Shimmer.

Shimmer collapsed onto him, panting. “Mmm… thank you… thank you… thank you…” She continued mewling softly, almost crying in relief and joy, delivering little loving licks in between each soft whisper.

Twilight and Starlight watched with rapt fascination as Honeycrisp’s deflating penis slipped out of Sunset’s small marehood with a *POP* *SCHLORP* sound, before a waterfall of thick white seed poured from Sunset’s gaping pussy, messily spilling over the stallion’s balls and onto the floor below.

They watched in silence, as Starlight’s blush deepened and Twilight’s wings slowly extended in arousal, both spectators watching Sunset gently lick the sweat off the brow of her now-sleeping stud.

...

“Horseapples…” Starlight muttered suddenly, breaking the spell they seemed to be under.

“Huh? What?” Twilight asked, startled by her student’s exhortation.

“Th-this whole thing is probably going on my store credit.” She groused, rubbing her temples. “This is probably going to cost me a fortune in bits.”

Twilight looked over at her in shock. “I-I didn’t even think Honeycrisp was for sale… maybe if I’d kno-”

“AHEM.” Sunset cleared her throat, getting their attention. She snuggled in closer to his chest, jealously guarding her stallion… they might be the princess of friendship and her number one student, but Sunset didn’t like the hungry looks on their faces. “He’s not for sale...” Sunset blushed, protectively plopping her chin down on his chest before closing her eyes and smugly noting, “‘cuz I’ve got him booked for the rest of the weekend.”

Starlight and Twilight nervously chuckled, both scratching the back of their heads as if they hadn’t been scheming anything.

“M-maybe I’ll go see if Sunburst is awake yet…” Starlight blushed, heading toward the door and muttering something about morning wood.

“H-hey!” Twilight perked up as she started trotting after Starlight Glimmer. “D-do you think he’d like to go antiquing?”

Sunset grinned and put her head back onto Honeycrisp’s snoring chest, letting her eyes softly fall shut so she could get some rest.

She was going to need it.

FIN

Author's Note

Did you like it? Hit the thumbs-up if you did! Means a lot!

Hello all, Clops here!

Hope you liked this little Sunset Shimmer x OC clopfic!

This was written as a celebratory congratulations for my good friend Big-Mac-115 when he hit the #1 post on Derpibooru trending last week.

It features one of my favorite pony waifus: Sunset Shimmer having a great time relieving herself with a wonky, goofy store-pony known as Honeycrisp, who is one of BMac's OCs... it was a nice break from writing the Space Ponyo family... but I already miss them - I'll be back to writing about them shortly!

I want to give a huge number of shout-outs to the whole team of proofreaders and editors who helped push this fic out, including:

-xRei (main editor)
-P-Berry (proofreading)
-numberEight (proofreading)
-pahnazd (proofreading)

As well as the crew from the SpacePonyos discord!

As always, please let me know if you liked it, and leave comments, upvotes, and favorites if you did!