As I almost stepped into the entrance of Carousel Boutique, the door opened and showed Applebloom. She approached and started, "I'm in a bit of a hurry, but thanks for last night." To end it, she kissed me on the cheek. Then she took off in a jog.

At least now I know it wasn't just a wonderful dream.

But even as I recalled the events of last night, I felt a stare in my direction. I met a pair of green eyes before turning to see Applebloom off. I swear this short-stack of a marshmallow was staring at me, and doing a very poor job of trying to hide it. Seriously, someone who came up to my shoulder or chin at MOST was staring me down? I don't get any respect around here!

As I entered Carousel Boutique, the smaller marshmallow waited as the big one walked into the room, pinching the bridge of her nose. Her mane was a bit messy, perhaps some bedhead. Dare I say, Rarity looked a bit better with it. "How can I help?" Rarity's words were a whisper compared to last night's rant.

"Well, last night, you told me to come here to replace my plaid shirt. I wanted to see what you have."

"Oh, yes. PLAID shirt." Rarity winced and grabbed her head. She sighed before going on, "Sorry, darling. I'm not well. Just give me a minute," she said as she went into another room. "Sweetie Belle, please get some tea for our guest."

As both ponies walked out of the room, I saw a couch. Helping myself, I sat on the soft leather cushion. There was nothing to do but wait for my tea. The creaking of the door got me as... Sweetie Belle, was it? She brought a small cup of tea. The plate almost caught on her jacket two sizes too big for her as she set it in front of me. It was more courteous than anything. I assumed Sweetie knew Rarity enough for me to ask, "Rarity's hungover, right?"

"Very. Once she tastes alcohol, it's like a fish in water."

"Seems like it. Anyways, Sweetie Belle, right?"

"That's right. Rarity's little sister. What's your name?"

"Night Light."

Sweetie Belle tried covering her mouth while giggling. "Your parents hated naming you."

"I know. That's what I say!"

"And I see you're fairly close to Applebloom."

I sipped some of the tea. Was it licorice? Either way, I liked it with the lemon and honey in there. "What makes you say that?"

"The kiss earlier."

"Oh. Yeah."

I went for another sip. For some reason, she decided to lean in, like what she would say next was a secret.

"And the fact you were balls-deep in her last night."

The surprise made me choke, and I started coughing. Damn it! How did she know? More importantly, what could I do to salvage the situation? Other than the droplets of tea on the table and stain on the inside of my elbow, of course...

"What are you talking about?"

"Don't act like you don't know. I saw you railing Applebloom."

There was no point in hiding from it, then. "Did you tell Applejack?"

"No. She just saw me rubbing myself furiously, and got curious." She shrugged in a nonchalant way. "Sorry about that."

I shook my head. "So what? What does it matter?"

"I'll tell you two things. Applebloom is a very close friend of mine, and it's not fair that she gets fucked into oblivion while I'm alone."

Her proposal didn't go in vain. "So I fuck you, and we're even?"

"Pretty much."

I had to consider, was I going to fuck another little sister? Will I go through with it again? But the reminder of the pussy that enveloped me in such a tight hug... It was rationality versus instinct, but I figured a compromise.

Hiding my face in my hands once again, I spoke, "You know what? You have a few minutes to get me hard. But if I get hard, you have to take it all."

"Your cock isn't that big. I saw it last night." The smugness levels... She was so sure. OK, short stuff.

I relaxed further into the cushions. "Oh, perfect. Then we both get what we want today. So let's get going." I gestured towards my lap.

Rather than any foreplay, Sweetie Belle got on her knees right in front of me. Deja Vu! "Oh, we're doing it here?"

"Rarity doesn't open this place for two more hours."

"Well, fuck it, then."

Her stare at my junk was all I needed to know her agreement. She started in a more direct way, opting to nuzzle up against my crotch with her cheek. Going back and forth brought on a different sensation than last night. Not to say it was anything bad, but still. All I did was lean back and groan at the stimulation. Sad to say, even though it was slight, it was going in Sweetie's favor right now. My "small" prick would make its presence known.

Right about now.

"Already? You're easy!" She chuckled. Her hand went to massage the flaccid member.

"Why don't you look at it?"

"I'm tired of looking. I want to suck it!" As she attacked the button on my jeans like Applebloom did, I was surprised that she was so forward and willing. For now, at least. But I figured, 'Let her go at her pace.'

Once I felt the hem of my pants start going down, I lifted my butt so she could have free movement. This time, I was wearing boxers, which Sweetie Belle didn't appreciate. But I grabbed them before she could, and pulled them off, showing the object she was desperate to have. However, since I was only about halfway erect, she smirked at me. "I was right. See?" It fit in her small hands as she stroked it a few times.

"Just wai- ah, shit." Wasting no time, her mouth engulfed my cock, almost a deepthroat. Kind of. The enthusiasm behind the move was there. I could feel myself growing bit by bit.

"I bet Applebloom didn't do this," she mumbled around my prick.

"Applebloom couldn't." As my member was almost all the way, about three-quarters, she pulled away, staring in amazement already. Little did she know what was to come (pun intended)... "Wow, you're bigger than my classmates."

It was my turn to smirk. "Why not suck it while you can?" There was little delay, her tongue specifically working the side from bottom to top. Once again, she took the first few inches inside her mouth. As I stiffened completely, she gagged a bit. She pulled away, coughing before getting a proper look at my dick.

"Where do you keep all of that?!" Her hands went to my base, moving it around like... a conductor's wand. (Like I said, I'm bad at this.) "Holy shit. No wonder Applebloom was so satisfied!"

"Did she tell ya about last night?"

"Oh yeah." Sweetie Belle got to her feet and straddled me, making the couch sink further. Her small hands had no chance of wrapping around my length, but she still idly stroked it.

"Do you want my big cock?"

"But it's too big to fit. Also," she trailed off and averted her gaze. "...you know. I'm a virgin, and I want to save that."

That shocked me a bit, but who am I to judge? "I respect that. I was a virgin until last night. And don't worry, we both can get our wishes." In a kind of assuring, sarcastic way, I patted her on the back.

"You're joking."

"No, we can-"

"Applebloom was your first?!"

My ears perked up a bit. Out of everything to focus on, this caught her attention? "Oh. Yes she was."

"How did you make her cum like that? She looked so blissed out."

"Well, por- actually," I spanked her jeans-clad ass, "why don't I show you."

She moaned before responding, "yes, please."

I grabbed her ass, the big, soft muscle filling my hand. "First, get rid of these."

She unzipped her jacket, showing off her pink bra containing her large boobs. Easily twice the size of Applebloom's, her hands went to attack the hooks and toss it away. Her tits dropped as my mouth did, just a little bit. Apparently, her missing height went to her tits, and so did my hands. There being a lot more to grope, I could feel my fingers sink into them. Her mouth was open, moaning. Vacant. It was a good chance to lean in.

Sweetie Belle stiffened before pushing back into the kiss. I felt her tongue pushing against my lips, so I just sucked on it. While I sucked her tongue and massaged her tits, she sunk into the couch more to enjoy this. There were almost too much going on, and not enough. I wanted a tight pussy around my cock, but... if we couldn't have regular sex, there were some options...

"Why don't you cop a feel?" Wasting no time, her palm went to the head, going in circles. Even though I wasn't really backed up, I started leaking. The moment her hand felt it, Sweetie puckered her lips and tried sucking it "from the tap", as it were. "You want my cum?"

With a smile on her face and four inches in it, she stared right at me and moaned, "All of it."

Going from kissing to licking different spots on my cock and balls, jacking the shaft off, and occasionally humming, I didn't want her to stop. So the next time she took inches in, massaging it with her cheeks, my hand went to her head and lightly pushed her down. Sweetie's gag reflex didn't appreciate the intrusion as she got off, coughing. "I can't take more of it."

I stroked her cheek, leaning forward and changing the position. She didn't expect that much, but then I pulled my hand back and prodded her lips with my index and middle fingers. "Then take these." And they disappeared into a wet, hot maw with a very active tongue. Bobbing her head, she wasted no time in getting into it. "Are these as big as your classmate's dicks?"

"Bigger than some of them," she laughed.

"So what year are you in?"

Her head kept bobbing as she said, "first year of college."

"I never went, but right now," I pulled away my fingers, "why don't you lay down?" My head nodded to the couch, but Sweetie Belle shook her head in refusal.

"We can't make too big of a mess on it, or Rarity will kill us." Like that would stop our activities from progressing.

As she laid down, stripping off her only clothing left, her legs spread, untouched pussy on full display. If I had a smartass retort to say, well, now I have a full view of a mare's body and booty. What was my complaint here, again? I wish I could drink this view in like a cocktail, but even as her hands held her knees in a splits, she was blushing and looking away. This wasn't sexy. It was adorable! But no matter what I thought of it, it didn't change the fact that I wasn't eating her cunt. To rectify that, I set my face in between her thighs. The smell hit me.

...Marshmallows.

Well, I do like sugar.

I started kissing the inside of her thigh, my pecks getting ever slightly closer to her lower lips. Subtle twitches took her legs, and her voice leaked out, "Stop teasing me..." Fair enough. My tongue went straight to the outside of her folds, almost going from her puckered asshole to her pubes, if she had any. I was rewarded with practically a waterfall and high-pitched moans. My gaze went to her face, contorted in pleasure as she teased her pink nipples, pulling on them. Now THIS was sexy.

Without my added lube, I could probably fuck Sweetie with how much of her love nectar there was. It was so sweet, you could put it in cookies. I wanted to blow her mind like she did to me earlier. Her hips began gyrating into me, and I timed my licks to her thrusts. I was doing well enough, but then I added my two fingers and immediately searched for the- I'm getting good at this. In her mind, I was probably the best she's ever had because of my immaculate history of sex. Let's keep it that way.

So I buried my appendages as far as I could, making sure that her g-spot was always stimulated with every movement. Her breath and groans increased in pace and fervor. "Please... don't stop." With my speed and plans, I had no intention to, but I hummed in compliance anyways. At least, until I moved away and "blue-balled" her. Her face showed enough anger to accompany her voice. "I said don't stop."

"I heard you. But we're doing what I want right now."

Puzzled eyes met mine. "What's that?"

As I moved and sat on her stomach, my cock in between the boobs, and my hands squeezing them together, Sweetie Belle got it. Her head leaned forwards to kiss the tip as it poked out rhythmically. Fucking a supple amount of cleavage felt more... encompassing, and very soft. I had to moan at the friction, and this different feeling. I was already leaking more and more. It was so good that I was getting closer to cumming now.

To get me off faster, she alternated her tits in time with my strokes as I shortened them. I could feel it closer. Sweetie Belle stuck her tongue out, wiggling it to entice my climax. To be fair, it was working very well. But, as much as I wanted to keep going, there was one more thing to try. So I withdrew my prick from the improvised pussy and put my hands on either side of her chest. "Why'd you stop again," she whined.

All I did was smile as I laid my dick on her stomach, balls touching her pussy. "Hey, Sweetie Belle. Look here." She lifted her head up, seeing that if I was balls-deep in her pussy, I would be almost to her ribs. Amazement filled her eyes. "Oh my fuck. You would tear me apart!" Nervous laughter left her mouth.

Now, I almost needed to cum, and so did she. I grabbed Sweetie's thighs and put them together in the air. I was fucking her thighs, colliding my nuts with her cunt, and pulling my cock almost all the way out before digging back in. Her soft skin wrapped around my girth, encouraging my peak to arrive. In fact, I don't think I could hold back if I wanted to... Delaying my climax as much as possible, I barked out, "Sweetie, I'm- cum- fuck!"

"Me too! Paint me with... it!" Her voice rose in pitch. That was it, the tipping point...

As my cum shot out, I kept thrusting. The first spurt made me hug her knees and groan. But then Sweetie's legs started shaking, and hooked around my shoulders, bringing us into a tight hug. My sperm was coating both of our stomachs, but I could only keep the momentum in my lower half going. I was being drained like a fire hydrant. Sweetie grabbed my face and leaned up to engage in one more kiss. Caught up in our lips embracing, I lost track of time. If there's anything more pleasurable than this moment, simultaneous orgasms rocking our bodies as I kept moving my hips...

Don't ever tell me and make me jealous, okay?

Eventually, the many shots reduced to dribbles, and her quivering subsided. We broke the kiss, and both looked at ground zero. Sweetie having a white coat didn't show off my paint job well, but me having a light gray one did. I adjusted my knees, but when they hit the ground between her thighs, I felt a puddle beneath them. I didn't mean to chuckle, but just knowing that I brought her to orgasm, and THAT was the result. As I straightened up, sweat shining on my body, Sweetie got to her knees as well, leaning towards me. Then, she went for my abdomen and started licking up the cum. All the while, she kept eye contact. That was so hot...

"Your dick is mine, got it?"

Instinctively, I shot back, "As long as I take your virginity, sure." But I cut her off before any retorts could be said because I saw something she would love. My semen once stuck on her was slowly dripping into the puddle below, resulting in the combination of our climaxes. "Hey, Sweetie." She only needed a glance, and dipped a finger into the mix before licking it up. Like a food critic, her gears in the head seemed to want to come up with the perfect phrase I didn't expect.

"It tastes like marshmallows."

Why was I not surprised? I looked around the room, needing to find something to wipe all this incriminating evidence away.

"Do you have any towel-"

"Did both of you enjoy your, ahem, 'fun time'?"

Oh... shit. The voice from earlier stood in the doorway, arms crossed, looking just a LITTLE angry. Ever get that feeling of Deja Vu? I did. Even post-orgasm and facing an enraged mare, I thought, 'Want to join?' Luckily, my big head won over my little head.

"Well, since you two made this mess," Rarity used her magic to fly three towels to the two of us, "clean it up, please. You have one hour until opening, okay?" I didn't know how to feel. Was... was she more concerned about the mess than the fact of what we were doing? As Rarity walked away, leaving my question unanswered, well, we got to cleaning up what Sweetie Belle didn't swallow.

Until I felt an embrace from behind, and air in my ear. "You were so fucking good. Thanks for that." I reached behind and ruffled her dual-tone mane. "And I'll make sure you're my first."

I twisted my head to make sure she didn't start to laugh. All I saw in those eyes, those green eyes, was... resolve. Like... it was a tough decision to make, but one she stood by. "Really? You trust me that much now?" With a nod, it was sealed. No, a nod was not enough. "Let's kiss on it." I leaned into her personal space once more, just a quick peck. But as her hands gripped mine, interlocking the fingers, this was more than plenty to convince me of her choice, and as I returned the favor, my mind was made up as well. It's a promise. Fingers and lips embraced one another.

"Any day now! And you're lucky the windows are open!"

Awww, big, hungover marshy was starting to get agitated. I merely hummed in response, opting to ignore her. As she huffed, stomped on the ground, and walked away, I just had to ask the younger counterpart, "Hey, when was the last time Rarity got some dick?"

"Why, you got one more round in you? 'Cause if you do, I want it." To accentuate the point, she gave a gentle squeeze to my soft cock as I started on gathering our clothes.

"So greedy." I went for Sweetie's underwear first, a wet spot on the panties. I sniffed them out of curiosity for academic purposes, of course. They smelled exactly how she tasted, which was a given. "But we should actually clean up before the marshmallow toasts herself out of anger."

"Fuck you too, asshole!" I jumped a bit as one more time, Rarity leaned through the doorway to chip her two bits that, frankly, nobody asked for. As Sweetie bent over, absolutely laughing her ass off, and Rarity fumed like a tea kettle, I couldn't hold back my laughter at this whole situation. My knees almost buckled as I tried and contain it! Even when Rarity threw some clothes at me and covered part of my face, my stomach started to hurt from the laughter. I saw Rarity covered her mouth out of frustra- no. Her eyes crinkled, and I saw a hint of her teeth through her fingers. So even she found it funny, but she wouldn't admit it! Sneaky s'more. She shook her head, luscious mane moving gracefully, and found her composure. "Get to cleaning, right now!" I heard steps moving out of the room, and Sweetie Belle's laughter still rung out. As my laughing fit was dying down, I thought that at least one of us should actually hop to cleaning up sometime soon.

"My stomach fucking hurts!"

And one of us would stay on the floor, naked and laughing, for a few more minutes.

Author's Note

So I've been listening to Avatar's "Flesh and Feathers" album on loop while I was writing this, and I am still not tired of it. Definitely recommend a listen!

As always, let me know if you spot any mistakes, and what you think.