Rarity blushed. “Oh, that's not necessary, darling.”

“I know,” Sunset said, sitting up on the bed. Rarity swallowed as Sunset's naked form came into view. Toned muscles, firm breasts, a patch of red and gold hair poking up where her thighs met her abdomen. The hair on her head was disheveled from the orgasm Rarity had given her and her eyes were soft and mellow.

“But I'm tired of taking without giving something back,” Sunset continued, putting her hands in her lap. “You don't have to if you really don't want to, but I'd like to make you feel just as good as you made me feel just now.”

Rarity stood a while, considering. While she had only done what she did to help Sunset get over her guilt and loneliness, she couldn't deny the effect it had. Her panties were damp and the vinyl nurse's costume was feeling tighter than it had all night. Her mind replayed the sight of Sunset howling in pleasure, the feeling of the redhead's lips on her own. Rarity bit her lip and looked down at Sunset's pleading expression.

The hell with it.

Rarity gave Sunset a warm smile and began tugging the zipper on the front of the dress down. Sunset's eyes widened as more of Rarity's pale skin came into view. Her breasts, clad in a white lacy bra, burst forth from the tight confines of the dress, followed quickly by her flat stomach and her hips, still clad in white hose and matching white lace panties. Rarity let the dress fall to the floor and she stretched, glad to be free of the ridiculous costume.

“Ahhh,” she sighed. “That actually is so much better. Now I can – goodness!”

The fashionista yelped as Sunset suddenly leaned forward, wrapped her arms around Rarity's thighs and began planting kisses all over her abdomen. Rarity put her hands on Sunset's shoulder to steady herself as Sunset continued kissing her body.

“So pretty,” Sunset murmured. “I was always jealous of you.”

“Jealous?” Rarity asked, surprised. “Why?”

“You're always so put together,” Sunset answered, kissing her way along the waistband of Rarity's pantyhose. “So gorgeous. I felt so mousy next to you.”

Rarity couldn't help but smile. She put a finger under Sunset's chin and tilted her face upward.

“Sunset Shimmer, you are anything but mousy. I personally would kill for hair and a complexion like yours. I saw your bathroom. Let me guess, you just have to shower and go to look like that.”

Sunset blushed. “Kind of. I don't really know much about make up and stuff like that.”

Rarity gently removed Sunset's hands from her hips and sat down next to her. “You have a natural beauty, Sunset. One that requires little to no augmentation. It takes me hours to get my look down every day. If anything, I'm a little jealous of how effortless it is for you.”

Sunset blushed. “Okay... if you say so.”

“I do say so.” Rarity leaned back and stretched out on the bed. “Now, you said something about giving back?”

Sunset smiled and began tugging Rarity's panty hose off. Both girls giggled as the stretchy material stubbornly held onto Rarity's legs. Eventually, they came off and Sunset laid on her side next to her friend.

“Can I kiss you again?” she asked.

“Of course you may, darling.” Rarity's smile was warm and inviting. Sunset leaned forward and their lips met. Soft kisses at first, then with a rising urgency. Rarity took the initiative and repaid the kiss Sunset had given her earlier, sliding her tongue into Sunset's mouth and teasing what it found there. She felt Sunset's hand on her breast, gently kneading it through her bra. Rarity dragged her fingers down Sunset's naked back and gripped her ass firmly, causing Sunset to moan into the kiss. Sunset broke the kiss and looked down at Rarity, her face flushed.

“Hey, I thought I was supposed to be making you feel good,” she said in mock protest.

Rarity gave her a warm smile in return and squeezed Sunset's ass cheek again. “Well, maybe if you didn't have such a delectable derriere, I could restrain myself.”

Sunset giggled and began kissing Rarity's neck. Rarity gasped and closed her eyes as she felt Sunset work her way down her neck, over her collarbone, before planting kisses on top of her breasts. The gasp turned into a moan as Sunset dragged her tongue down her cleavage, stopping when she reached the clasp between the bra cups.

“Oooh, that's convenient,” Sunset said. She brought her fingers up to the clasp and popped it open, freeing Rarity's pillowy tits. Rarity moaned again as Sunset kneaded her mounds. Sunset's palms felt rough against her hardening nipples and each brush sent tingles up her spine.

Tingles that turned to outright shocks as Sunset latched her lips around one of her nipples and began sucking.

“Oh God! Sunset!” Rarity shrieked, arching her back at the unexpected contact briefly before crashing back to the bed. Sunset continued sucking and running her tongue around the erect nipple. She also began circling Rarity's other nipple with her finger, causing Rarity to squeak and gasp.

“How... how are you so good at this?” Rarity gasped. Sunset took her mouth off her friend's tit and smiled.

“I watch a lot of porn,” she grinned. Rarity giggled and sat up, shrugging off her bra.

“Naughty girl.”

Sunset gave her a mischievous look. “I know. Maybe I need another spanking.”

“Maybe later, darling.” Rarity leaned forward and kissed Sunset again.

“Yeah,” Sunset smiled. “I have other things to do first.”

Sunset began kissing her way down Rarity's body, enjoying the sounds coming out of her friend as she dragged her tongue over Rarity's stomach. When she reached Rarity's panties, she repeated her series of light kisses along the waistband. Rarity bit her lip and shivered.

“Please, don't tease me, darling,” she moaned.

Sunset smiled, kissed Rarity's abdomen once more and gently tugged her panties down and off. When she returned to her position between her friend's legs, she marveled at the smooth bare pussy she found. She lightly ran her fingertips over Rarity's lower lips, and blinked as she felt no roughness or stubble. Rarity bit her lip and let out another moan of pleasure as Sunset examined her.

“You shave?” Sunset asked, looking up. Rarity leaned up on her elbows.

“Wax, actually,” she huffed, her face flushed with excitement. “I like feeling the material of my underwear on my skin.”

“Oooh,” Sunset cooed. She began dragging her fingers up and down Rarity's slit, causing the other girl to cry out and crash back to the bed. “And here I thought I was the naughty one.”

She pressed her thumbs to Rarity's labia and opened them wide. Rarity's pussy was pink and glistening and beautiful.

“You're even pretty here,” Sunset whispered. She leaned forward and gently kissed the inner lips.

“Sunset,” Rarity gasped.

“Shhh.” Sunset leaned up and put a finger on Rarity's lips. “Just feel.”

Sunset went back down, stuck out her tongue and tentatively licked Rarity's folds. Rarity let out a cry and shivered. Sunset smiled and dove back in. Her tongue twisted and writhed within Rarity's pussy. Sunset tried to place what Rarity tasted like. It was a little bitter and acidic, but there was a hint of sweetness underneath. Kind of like a citrus fruit but not.

She liked it.

Rarity, meanwhile, was trying not to flail her legs as Sunset worked. Tremors ran up her legs. Her hips rocked into Sunset's tongue as it probed her. One hand gripped the sheets while the other squeezed one breast.

“Oh yes, Sunset,” she whispered. “Yes. Lick me, taste me. So good.”

Sunset kept licking and nibbling at Rarity's folds, enjoying the little exclamations her friend was making. She swirled her tongue around the folds, inside, then out and back again. She leaned back to take a breath, looked down and smiled.

“Hey, Rarity?”

Rarity took a deep breath and propped herself back on her elbows. “Y-yes, darling?”

Sunset bit her lip, uncertainty creeping back into her voice. “Do you... do you want to try one of my other toys?”

Rarity blinked and glanced at the open nightstand drawer. She considered for a moment. “Maybe not this time, Sunset. I'm not sure if I can take it.”

“Okay.” Sunset looked back down and spotted Rarity's clit poking out from its hood. She smiled and planted her lips on it, sucking it between her teeth.

“OH MY GOD!” Rarity shrieked, bucking her hips so hard they bounced into Sunset's nose, causing the redhead to cry out and fall off the edge of the bed. Rarity sat up and crawled to the end of the bed.

“Sunset, darling! I'm so sorry! Are you okay?”

Sunset smirked and leaped onto the bed, pinning Rarity to it and kissing her fiercely. Their tongues danced and swirled around, while Sunset's hand sought out Rarity's pussy. She thrust two fingers deep into the fashionista, causing Rarity to cry out again. Sunset began thrusting her fingers back and forth, while her other hand went to the back of Rarity's head, and pulled her close, touching their foreheads.

“Sun-Sunset... oh wow... yes... yessss...” Rarity panted.

“Tell me,” Sunset gasped, her own voice becoming just as breathy and quiet. “Tell me how good it feels.”

“So... so good.” Rarity's hips began rocking in time with Sunset's hand. “I've never... ooooh! Do that again!”

Sunset smiled again and wriggled her fingers the way she just had, causing Rarity to squeal again. Sunset moved her fingers out and up and began playing with Rarity's clit. Rarity grabbed Sunset's shoulders and moaned into her ear.

“Keep going. Please keep going. I... I need it... I need it, Sunset.”

“I will,” Sunset panted in response. “I will, Rarity.”

Rarity kissed Sunset again, and moved her own hand down. She reached between Sunset's legs and began teasing her lips open. Sunset's eyes widened.

“Rarity...” she moaned.

“Shhh, darling,” Rarity said, kissing Sunset again. “I want to. I want to do it with you.”

Sunset moaned again as Rarity's fingers slid into her. Rarity let out a pleased noise at how wet Sunset was and began mimicking Sunset's movements.

A game of sexual follow-the-leader ensued with Sunset doing something to Rarity, and Rarity reciprocating the action. Both girls began getting more and more vocal. Sunset uttering a variety of moans, gasps, and squeaks, while Rarity spewed out half formed sentences and expressions of desire.

Their hips rocked against the other girls' fingers. Spare hands wandered over their upper bodies and kisses were rained down on lips, cheeks and faces.

“S-Sunset,” Rarity gasped, her hips bucking wildly. “Close... so close.”

“M-me too,” Sunset moaned. She let out a shriek as Rarity began pounding her fingers in and out of her pussy, thumbing her clit as she did so. Sunset quickly returned the favor, both girls hands becoming slicker with their arousal.

“Please,” Rarity begged. “Please, Sunset...”

“W-what?” Sunset was half insensible, barely registering what Rarity was saying.

“Cum with me. I want you... you to cum with me. Please, I want to cum. I want to watch you cum. You're so beautiful when you cum. Cum with me? Please? Pleaaaaaasse!”

“Yes... yes, Rarity.” Sunset redoubled her efforts and let out a shriek of her own when Rarity mimicked her motions. Sunset grabbed Rarity's shoulders and pulled her close. Rarity returned the embrace and the two girls kissed once more. The contact was enough to push them over the edge and both screamed as orgasm hit them. They clung to each other as they rode out the shocks and tremors from their mutual release.

After a moment they both calmed down and the apartment was silent except for the two girls gasping for breath. Sunset and Rarity separated and rolled onto their backs. After a moment they looked at each other and laughed, before embracing again. Rarity kissed Sunset and smiled.

“Feel better, darling?”

Sunset nodded. “Much better. Thank you.”

They hugged and Sunset lightly ran her fingers over Rarity's hip. “So... um... I guess you'll be going soon?”

Rarity smiled and got up off the bed. Sunset's face fell, but quickly turned perplexed as Rarity pulled back the covers of the bed and slid between the sheets.

“Are you coming to bed, darling?” she asked, fluttering her eyelashes. Sunset smiled and got up. She flipped a switch near the railing that lined the loft, plunging the apartment into darkness, except for the soft lighting coming from the Christmas lights wrapped around the railing. She climbed back onto the bed and slipped under the covers.

She cuddled up to Rarity, rested her head on the other girls shoulder and sighed as she felt Rarity's arms surround her.

“Rarity,” she whispered, looking up. “What happens now?”

Rarity gave her a loving smile and kissed Sunset's forehead. “I don't know, darling. I think we should just take things one day at a time and see what happens. Is that okay?”

Sunset thought about it for a minute then smiled and nodded, before snuggling back into her friend's arms. “I can do that. But, just so you know, either way... I love you, Rarity.”

Rarity leaned down and kissed Sunset again. “I love you too, Sunset. And I'll be here for you whenever you need me.”

“Thank you.” Sunset sighed and hugged Rarity before both girls settled down and closed their eyes. Sunset held her friend close and felt safe, warm, and loved. Rarity held Sunset and smiled at the sound of Sunset's breathing becoming regular and stroked her friend's hair one more time.

The road ahead of Sunset was still very long, but Rarity was confident that she could walk it as long as she knew she had friends who would walk it with her.

Even if she needs the occasional spanking to keep her on track.

Author's Note

Now, we're done. Hope you enjoyed!