Sunset smiled as she pushed the door to her apartment open. "Come on in, Shy. It's not much but it's home." It was a simple apartment. Different than her large one studio apartment when she was in high school. This one actually had some privacy. It even had an extra room she never used. Perfect for housing a friend in need. "There's a coat rack behind the door" She added as she took her leather jacket off and put it on said coat rack

Fluttershy stepped in gingerly, looking over the clean and simple apartment. "It's... nice." She said simply as she stepped in, gently placing her coat on the rack. Exposing the tight but warm green turtleneck she wore.

"Yeah. I can't make any holes in the walls like the last place so I had to make due with the lights and a normal guitar stand. I miss the personality of my old place but this one is nice too." She explained "It'll be nice to share it." She wore a warm smile as she finished and shut the door behind them.

Fluttershy nodded softly as Sunset stood awkwardly for a few moments before taking off her boots and making her way to the couch "Make yourself comfy. Mi Casa es tu casa. Literally now." She said with a giggle as she got comfy

Fluttershy bit her lip and slowly took off her boots, leaving them next to Sunset's before making her way to the couch and sitting as inoffensively as possible.

Sunset could tell something was wrong and sighed, not wanting to let it linger "Alright. What's up? You're acting like I could throw you out at any moment. I would never do that."

She could tell Fluttershy was thinking about how to word it. The way she bit her lower lip made it clear. "Hey. You can tell me. It's completely fine. I'll listen to anything you need to say."

A couple moments passed before Fluttershy took a deep breath "It's just... I feel like a freeloader. I still don't have a job and you've opened your home to me."

"Hey, it's alright! I've been affording this place before and nothing changes as far as that goes with you here." She replied with a wave of her hand. It really wasn't a problem.

Fluttershy gripped her skirt and shook her head "N-no! it's not alright. I don't want to just be some layabout. I want to do something to help a- and not just keeping clean! That's a normal part of living with someone!"

Sunset had to admit, Shy was adorable when she was assertive. But this was a tricky situation "I- Shy. You don't have to. I'm happy to give you a place to stay. You're my friend." Despite her words, a couple of ideas did pop into her mind. But... she couldn't. Could she?

Fluttershy was still undeterred. Her eyes defiant. "No. I need to do something. I won't just be some- some mooch! Please Sunset. I know I can't pay you but there must be something I can do."

Sunset took a deep breath and sighed. The idea that had popped into her mind was still there. Maybe... Maybe it would be so out there and extreme that Shy would stop asking? If she didn't leave right away that is...

"Alright. Fine. I- I might have an idea." Sunset said as she got up and sat close to Fluttershy with an arm around her shoulder. "You know that I model stuff for Rares right? It's kind of a similar situation. Modeling is expensive. At least she says so but I know how tight her cash is trying to expand a business. So she came up with an alternative. She pays me a smaller percentage and..." She brought out her phone and after a few taps, showed it to Fluttershy "she helps me out a bit."

Fluttershy had already been blushing slightly due to just how close she was to Sunset. She was a beautiful woman and her body had always been slightly warmer than usual, creating an unexpectedly cozy feeling. But upon seeing the phone, that blush spread across her entire head. There on Sunset's phone was a picture of Rarity. She was trying to pout with the ghost of a smile on her face. Her makeup was a mess. Particularly her purple lipstick. The reason why was clear as day. A large, red and orange cock was leaning against her face. The same shade of purple smeared all over it. "Wha- But how-"

Sunset put the phone away as she quickly answered. "The elements left me a reminder of what I turned into. There was a reason I always changed separately from everyone." Sunset explained. She could only hope that this finally pushed Shy to accept that she didn't have to do anything different "I'm not saying you have to do this. You don't have to do-"

"I-I'll do it!"

"Wh-what?!" Sunset looked on in shock before gulping. She could feel her body react to the idea that she herself had proposed.

"I said I'd do it." She said with a determined expression. "I'm not a virgin Sunset. I may not have a lot of experience but... If this is something I can do then I will!"

"I... uh... didn't expect that you would accept" Sunset admitted with a gulp. She bit her lower lip. She could feel her pants getting tighter as her eyes unconsciously started to eye up Shy's body.

"I bet. But Sunset... I said I want to do something for you." She took a deep breath and shakily put a hand on Sunset's crotch. "Please."

Sunset took a deep breath as she felt the pressure of Shy's hand through her pants. "This... isn't just about paying rent, is it?" She guessed

Fluttershy almost pulled her hand away but a moment later added more pressure. "I- N-no. I- For the longest time I... I've had so many desires... Every time I saw you or the girls I couldn't help but wonder..."

Sunset spread her legs a little as her pants started getting uncomfortable. "I... think I know. If I might be so rash. Was it lust? Every time you look at the girls you couldn't help but wonder how they felt, how they tasted, what noises they make. You wanted to know everything about the side of them you can't see outside the bedroom." By now she was talking more of herself as her body got excited but Fluttershy's quick nod showed her that she had kindred spirit.

"What... what was Rarity like?" The yellow woman asked as she pushed a little hair behind her ear as she started to properly grope the growing bulge hidden behind a layer of denim.

Sunset let out a breath and chuckled "Well. First off. The makeup was her idea. She was wearing red lipstick when I came around." She adjusted her hips slightly "But when she saw what I had she went and changed it. She wanted it to show. Said properly smeared lipstick was "an integral part of oral". Honestly I didn't know I had a kink for ruining makeup before that. But I totally do." She chuckled again before gasping as she felt some pressure leave her crotch as her pants were unbuttoned and Fluttershy slowly unzipped them.

Fluttershy was breathing a little heavy now. Face still flushed "Did- what kind of noises did she make?" She asked as she continued to grope the bulge that was obvious from a distance now.

"Heh. She was pretty confident before she knew what I had. She was expecting something smaller. She probably could have dealt with that easily. I know she's not a slut but she does know her way around a cock." She joked "But... ngh~ the gagging noises she made as she forced more and more down her throat was ever so pleasant. She was intent on pushing as much down as possible."

"Did she manage it? All of it I mean. I... I probably wouldn't..." Fluttershy asked as she leaned even more into Sunset. Her heaving chest pressing against Sunset's much more modest ones.

Sunset chuckled as she unabashedly looked between Shy's face and chest. "Heh. No. She was pretty confident but..." She brought out her phone again, showing off the picture and pointing to a spot where the smearing stopped. About half way down "She tried but, uh... heh. I was a bit much for her." She said with a smirk as she put it away again. "That's fine though. Just seeing her messy face was more than enough to make up for it."

"Oh... my... It looked big in the picture but..."

"You want to see it, huh?" Sunset guessed with a smirk as she pushed her thumbs into her waistband. Fluttershy's quick nods were so cute and all she needed "Alright." Sunset stood up, turning around to face Fluttershy as she slowly pulled her pants down. Watching as her friend's eyes were glued to her crotch. She had to bend over to pull them down far enough but when she stood back up, she heard Fluttershy gasp.

It was understandable though. Hanging from Sunset's orange body was a red, leathery sheath and balls that peeked out from behind a mostly orange cock with matching red mottling. It was twitching every now and again and Fluttershy could only imagine how much blood was throbbing through it. It would probably be the length of shy's forearm when hard. "Yeah. Makes a lot of sense now that Rares couldn't handle it, huh?" Sunset teased as she moved her hips, causing the cock below to sway.

"O-oh my yes. It's... It's so big." Fluttershy said as she gulped. She could feel her mouth water as she looked up to Sunset's chest, only to quickly pull her eyes back.

Sunset knew what Shy wanted though. She was the same kind of woman after all. "But you want to see everything, huh?" She said before pulling her top off and throwing her bra to the side. She showed off her modest breasts with pride. Her nipples were pierced with simple bars. "You want to see it all, don't you?" She asked before taking some initiative and stepped forward to cup shy's large breasts. She kneaded them and grinned as her friend shyly nodded and moaned, trying to hide behind her hair.

Sunset stepped closer still. She used a hand to push Shy's hair back "I know because I'm the same way" She cooed as her other hand went down to her friend's waistband and made her way under the shirt. "I'm just so desperate to see these wonderful things. Every time I look at you I have to force my eyes to stay up so I don't stare." She smirked as she felt her cock rise, finally getting enough blood to push it upwards "We're a couple of perverts. That much is pretty clear now. I wanted to see Rarity's makeup ruined after a blow job. I want to watch Pinkie's body jiggle with each thrust. I want to watch Rainbow ride me with reckless abandon and speed only she can manage. I want to enjoy Applejack without holding back my strength. I want to see my cum dripping off Twilight's glasses."

She could feel her cock press into Fluttershy's now exposed skin as she pulled the turtle neck over her head. "I want all of them. I'm selfish and lewd. But I've accepted that." She leaned down and started planting soft kisses across Fluttershy's collarbone before making her way down to her breasts, taking special care enjoy her inverted nipples. "And I'm so happy you are too." She said as she finally looked up at her friend's face. "I want to get to know the real Fluttershy that you hide away. The one that glances at a nice ass, thinks about if someone's nipples are pierced or wonders what kind of cock is hidden away behind a bulge. That's the kind of shy I want to get to know. The kind I'm happy to share my apartment with."

Fluttershy opened her mouth, only to result in a moan. She was about to cover her mouth but Sunset's words rang in her head. She took a breath and allowed her moans to escape unabashed. She didn't exaggerate them. She didn't have to. "Okay... if you... if you really want to. I'll... I'll be more... real. More... perverted." She admitted with a small squeal of excitement.

She gave a shy smile and reached out, grabbing the large cock with a gasp from both women. "Oh, my. It's so warm." She said softly as she scoot to the edge of the couch and with a deep breath brought it to her lips, rubbing the tip against them before her soft tongue ran across the flat tip.

Sunset let out a small shuddering gasp as she felt Shy's inexperienced but oh, so soft mouth work on her. "Yeah. Rares said the same thing. Said it was "Quite hot. Pun intended." she repeated with a giggle before moaning as Shy continued to kiss down the length of the shaft, soon ending up on her knees as she moved further down until she reached Sunset's heavy sack. "I bet you're super wet. By all means. Enjoy yourself too." Sunset said with a smirk before moaning as she felt Shy drag her tongue along her sack.

Fluttershy didn't hesitate as she removed her skirt and panties. Her hand got to quick work on herself as she slobbered on Sunset's hot, tight and leathery sack.

"You know. For someone who's been trying to hide how perverted she is, you certainly seem to be way better at this than I expected." Sunset commented with a chuckle as she ran her hand across her friend's head. Her hair was so soft. Just like her skin.

Fluttershy giggled as she kissed the base and then gently nibbled Sunset's sheath. "I, uhm... Watch a lot of hentai. Porn, that is." She admitted as she dragged her tongue up along the bottom of the massive cock that towered over her. When she reached the tip she let out a loud hum as she tasted the salty, almost spicy taste of her friend's pre. "Oh... Oh my. That- no, you taste good." She said before wrapping her lips around the fat, flat tip and gently sucked.

"You really know how to compliment a girl" Sunset giggled before humming in thought as she gently led Fluttershy back onto the couch "I don't expect you to take much of me on the first go. But you have advantages that Rares never has" She said as she stepped forward and grabbed Shy's hands, pressing them against her own breasts and smirking as she watched the realization showed in Shy's eyes "Yup." She said simply as she let go and Shy began to wrap her breasts around the long cock while still sucking on the tip.

Sunset didn't need to say anything as Shy started to rub her breasts against Sunset's shaft. She seemed to be enjoying herself. Panting and moaning as each new glob of pre was introduced to her tongue. She tried to take more and more but barely managed more than the tip. Her mouth was full already from it. But Sunset wasn't trying to force more in or anything. She was enjoying herself. She was however taken aback as Shy's mouth tightened and a long high pitched moan rumbled across her cock tip. "O- Oh, fuck that feels good~" She moaned out as she looked down. Shy was twitching slightly and her hand had finally stopped moving. It was clear what happened.

"Ah. I see~" She gently pet her orgasming friend's head with a smirk "You know... we're on the third floor. If you ever have an urge to play with yourself, go right for it. I want to see just how perverted you are. If we're just chilling, watching TV and you get the urge, by all means, start jilling right then and there. I might even join ya." She said with a grin. She wanted Shy to fully understand that this apartment was a sanctuary to perverts like them "Go nude all the time if you want. Anything goes as long as you clean up." She could hear Shy panting and moaning around her cock. She'd just came but it was clear that shy had built up a bit or need. "Heck. If I'm just laying down and you're thirsty, by all means just kneel down and start sucking. If I'm sleeping and you need a nice big cock before you can sleep, don't even bother waking me."

Fluttershy squealed as a second orgasm rippled through her body. Just imagining the life she'd be living from now on. The freedom and fun. The opportunities. She pulled her mouth off Sunset's cock, breathing heavily as she looked up at her friend. She brought her juices covered hand to her mouth and started using her tongue to clean her fingers before wrapping her hand around Sunset's cock and spreading the juices along it. "The... the same goes for you. If you..." She took a deep breath. What she was about to say was a long held dream of hers. She'd had so many fantasies about it. "If you ever need a n- nice t- tight pussy. Don't wake me up. J- just go for it."

Sunset's cock throbbed hard at that. Listening to the beautiful, cute, demure and lewd girl tell her that she has permission to fuck her in her sleep was something else. She could feel her balls start to pull up. Her imagination was a powerful thing. "I don't think that- ngh~ That you'll be able to sleep if I get going."

Fluttershy could feel the cock throb in her hand as she pushed it back between her breasts. She moaned as she felt the heat from it between them. Felt it throb and twitch. "Hehe. True. But, uhm... if you want I can pretend to still be sleeping." She offered. She wasn't experienced enough to be sure but she was pretty confident from the way Sunset was tensing and throbbing that she was close. The moment she wrapped her lips around Sunset's tip she discovered just how right she was.

The cum was even warmer than she could have expected. Like a perfectly heated cup of tea as it forced its way down her throat and filled her cheeks. It only took a moment for the deluge to overwhelm her. She could feel it burn as it flowed up and out of her nose, spilled out around Sunset's cock.

Fluttershy pulled away and coughed, cum spilling onto her lap before Sunset grabbed her cock and aimed it directly at Fluttershy's face and chest, glazing them with reckless abandon. By the time it was done she felt like she was in the aftermath of one of Pinkie's baking disasters.

Sunset enjoyed the sight but she wasn't happy with just that. She kneeled down and kissed Shy eagerly. She pulled away, only to drag her tongue along one of her breasts and go right back to kissing. The two women moved the cum between them. Snowballing the sharp, unique taste until Fluttershy, locked her one eye that wasn't covered in cum with Sunset's and swallowed. "It's delicious." She whispered, only to gasp as she was pushed onto the ground as Sunset possessively kissed her, hands groping any part of her body she could reach. Fluttershy gasped as she felt that hot cock lay against her soaked pussy. Sunset didn't say anything as she continued on. She was in a haze of lust but that was fine. Fluttershy didn't want to stop that. She just wanted to throw fuel onto the fire. "Sunset... I said if you needed a nice tight p-pussy to use mine~." She moaned with confidence that surprised even herself.

Sunset didn't hesitate. She speared whatever she could fit into the girl. Fluttershy was tight... for Sunset. It was clear that she probably had quite a "large" collection of toys with how little Sunset had to stretch her out. She felt Fluttershy's arms wrap around her as she made a wonderful collection of squeaks, moans and gasps. Sunset could feel her nails raking her back as her hips moved. Her insides were soft and velvety. It was the pussy of a fellow pervert. Fluttershy couldn't fit much of her yet. That would probably change in time but Sunset was fine with this.

Fluttershy meanwhile could feel her body squirm as pleasure ran through her body. Sunset's size ensured that every little movement ground against her clit as Maybe half of the cock fit inside her. She could feel it stretch her out, fill her up. She knew all too well that Sunset's cock slit was still leaking cum the entire time. Who knew how much had been shoved inside her already. But... she was beyond caring right now. Besides... maybe it wouldn't be so bad if it was Sunset's child. The one person who knew the real her. Maybe those were just thoughts from lust and she'd change her mind later. But right now her focus was on the massive cock inside her.

She hadn't noticed it when it was in her mouth but she could feel it as Sunset's tip flared out. In nature it was supposed to ensure that it couldn't pull out but she had a sneaking suspicion that with the amount of cum that Sunset output, it would have more than enough lubrication.

She would find out a moment later as she felt Sunset cum. It wasn't like when it was in her mouth. It was warm then and she felt like she'd had a couple cups of pudding by the time it all settled in her stomach. But this was differant. It felt searing hot. It almost hurt and she could feel her abdomen bloat with how much she was filled with. True to her previous thoughts though, after enough had overfilled she could feel it pull out of her, the massive flare dragging along every little part of her insides before Sunset pulled it out and laid it on top of her pelvis as she looked down at the fellow pervert.

Fluttershy smiled as she felt the hot cum both inside and outside of her. She had let go of Sunset's probably scratch covered back and gently hooked them around the back of her neck. "This was... really nice Sunset. Really, really nice. I, uhm... I needed that."

Sunset collapsed next to her, gently groping her cum covered breasts with a chuckle as her shaft softened and began to pull back into her sheath "You needed to suck a cock, get fucked, covered and filled with cum?"

Fluttershy allowed herself a little smirk "Yes."

Sunset blinked once before chuckling and kissing the woman again "Damn. I really like the real you. Let me know if you have anything else you need"." She said before gasping as she felt Fluttershy's soft hand groping her balls.

"I will Sunset."

Author's Note

So yeah. This is gonna be my... what? Fourth couple? I always liked hidden perv Fluttershy and Big dicked Sunset so, why not put them together?

The story went on a lot longer than I meant it to but eh. I had fun with it.