Sunset yawned as she stood up. The apartment was clean again. It was aired out and she was tired. "We should be getting some sleep, huh?" She asked aloud as she stepped over and wrapped an arm around Fluttershy's shoulders. "Come on."

Fluttershy, for her part was blushing as she was led away from the direction her room was supposed to be and instead into Sunset's room. It was only enhanced by the fact they were both utterly completely naked. Well. Sunset still had her socks on but that was it. "Shouldn't we, uhm... shower first?"

"You say that but you've been keeping pretty close to me the whole time. You like the smell, huh? I might have to get more serious about working out if that's the case." Sunset mused casually

Fluttershy opened her mouth, prepared to deny it and explain why taking a shower first would be best, only for the smell of Sunset to cut her off. She reminded herself what they'd been talking about earlier. About being more true to herself. Not lying about what kind of person she was. She pouted softly "Fine... I do..." She gulped and with a sudden rush of confidence she leaned over and licked along Sunset's breast. "The taste too."

"There we go!" Sunset cheered before leaning down and kissing the shorter girl. "I was hoping to make sure you wouldn't pull back into your shell too quickly."

"Is that why you're dragging me into your bed on our first night?" She asked with a raised brow

Sunset stopped in her tracks as she flinched. Did she cross a line? What were Fluttershy's lines? They should have hashed that out before.

Fluttershy giggled as she reached around, cupping the taller woman's ass "Don't worry. I'll let you know when I'm in the mood to be literally dragged into your bedroom." She cooed

Sunset let out a deep breath before gently bopping Fluttershy's nose "We're gonna have to lay some boundaries down tomorrow." She said with some seriousness before smirking and reaching to squeeze Fluttershy's ass back "But I'll keep that in mind. I learned a couple ways to pull someone by their hair out of curiosity before."

"Oh my." Fluttershy said in what would have been a shy way if not for the grin on her face.

Despite all their talk and groping however, the two were ready to lie down.

"Man, I'm glad we didn't fuck in the bed. I woulda hated to not have sheets. Though I'm probably still gonna wash em in the morning." Sunset commented before smirking and spinning around, grabbing Fluttershy and tossing her into the king sized bed. "Soft isn't it?"

Fluttershy landed with a little pomf "What are we gonna do in the bed Sunset?" She asked, trying and failing to hide a smile.

Sunset enjoyed the way Shy's large breasts jiggled as she landed before she threw a pillow at her and slid into the bed "Sleep. Duh."

Fluttershy giggled and got into the bed with her. It didn't take long for her to become little spoon though. "I thought we were going to sleep?"

"Do you feel a cock in your back?"

Fluttershy giggled and backed into her a little more but didn't do anything further. "So... You mentioned it earlier but... I kind of want to hear the story between you and Rarity. You mentioned she brought up the idea and stuff?"

"What you want a little smut before bed?" Sunset asked with a smirk

"Well... I mean, if you want to be detailed I wouldn't complain." Fluttershy said with as she pulled Sunset's arm in front of her and gently rubbed it.

"Alright, fine, fine. But if you start doing yourself, you have to clean the sheets tomorrow."

"Deal."

Sunset sighed and chuckled. Fluttershy didn't even try to say she wouldn't. Just accepted the terms if she did. Which meant Sunset would get her story interrupted by Fluttershy's moaning. Oh well.

"Alright. So, what happened was-"

"Oh. My."

Sunset squirmed in place, wearing nothing but her tight boxers and bra. "Yeah, yeah. Look. It's... The whole... fall formal transformation thing? This was there too but it's the only thing that stayed. I'm not-"

Rarity waved a finger "Say no more. It wouldn't be the first time I've worked with a woman packing extra there. I'm just surprised. I might have to get some tucking tips from you for her. I can't believe I never noticed."

Sunset chuckled and ran a hand through her hair "Heh. Yeah... honestly I was always worried you would. You've always had such an eye for detail. I was sure you'd notice before we were out of high school."

Rarity brushed her hair behind her shoulder as she stood "Well. It seems I must train my eye for detail a bit more." She said with a smirk "But enough about that. It's time for clothes. Come here and let me get your measurements done.

Sunset stood and allowed her measurements to get taken but something couldn't escape her thoughts "Hey... Rarity. I know you mentioned paying me-"

Rarity pulled the tape between Sunset's legs, cutting her off as she wrote it down "Hm? Oh, yes. I did. It'll be a proper payment for modeling. I promise you."

Sunset bit her lip as she felt the tape get close to it "Y-yeah about that. Rarity. You had me balance your books a couple months ago. I have a pretty good idea just how much money is going into your expansion attempts. Renovating that building you got cheap. Getting employees and material and shit-"

"Language." Rarity cut in as she pulled the tape up Sunset's thigh. "But what are you getting at darling? I promised to pay you and if you know my budgets you know I can pay you what I-"

"Barely! You can't afford anything extravagant just for me. I'm happy to help a friend out. Honestly." Sunset said with a sigh. "I just... I don't want you to risk anything happening down the line and you not having money for it because of me."

Rarity sighed and stood up, looking Sunset in the eye, tapping her red lips with her pencil eraser for a moment. "I will not allow you to do this for free. We both know this isn't some quick favor. This is going to be a multiple day process. You'll be uncomfortable and-"

"Look! Look. I'll take... let's say... twenty percent of what you were planning. But-!" She cut Rarity off before she could argue. "Maybe you could do something for me? I don't know what. Maybe some sort of... I dunno, tab or something? If I need help with something you can take one off?" Sunset offered.

Rarity wasn't impressed by that offer though "Darling. You know I would be happy to help you out with whatever you need. "Tab" or no. If I'm going to agree to this it has to be something that I wouldn't simply "do" for any friend." She said with a sigh before tapping her lips again. She paused, letting the eraser sit against them as she stepped back and looked Sunset over.

Sunset tried to look like she wasn't enjoying Rarity's gaze on her body. Particularly on her crotch. Actually. It was just on her crotch. "Ra-"

"Oral."

"Wha-"

"I'm saying that in return for agreeing to your twenty percent, I'll give you the best oral you've ever had. Each time before we get started. It'll also help me from dealing with you getting aroused by my touches."

Sunset worked her mouth as she tried to come up with an answer. It'd be a huge lie to say she hadn't thought about it. Rarity always had such soft, plush lips. She'd had a number of dreams about them wrapped around her. She could feel her tucking failing. "I- I mean..." Sunset took a gulp "Are you sure?"

Rarity sighed and rolled her eyes before she walked up to Sunset and confidently grabbed her crotch. "Very. Besides. It's not often that I get to enjoy the taste of a friends' cock."

The way that word rolled off Rarity's lips. Once that rarely swore sent shivers down Sunset's spine. Her bulge became ever more pronounced now that her arousal had truly caused her tucking to fail.

"Oh, my. Quite a gift you have too." Rarity cooed with another soft squeeze. She looked Sunset in the eyes. She had a serious expression on, even as she continued to squeeze "This does not make me a proustite, whore, slut or anything of the sort. I simply have a healthy understanding of my body and a healthy enjoyment of others."

Sunset nodded quickly "Of course! There's nothing wrong with enjoying sex." Sunset said in full agreement.

Rarity's serious look melted into a pleasant one "Thank you darling. There are far too many people who don't understand such a distinction." She said before she moved her hands to Sunset's waistband and slowly lowered herself, placing bright red kiss marks across her abs and right above her pelvis as she pulled her boxers down.

"Oh." Rarity said as she stopped and stared. "I forget you aren't exactly human sometimes." She said as a quickly growing horsecock with a pair of full, heavy looking balls behind it were finally exposed. "Well this won't do at all." She added in a mumble

"Is... is it really a problem?" Sunset asked, biting her lower lip "It's... it's not too big, is it? Or... freaky?"

Rarity scoffed as she stood up "Goodness no. There hasn't been a toy or cock yet I haven't been able to take and I own a toy quite similar to this. Though... Looking now... it's probably smaller than you." She shrugged "No matter. The problem is my lipstick! It just won't show up right like this."

"What? Show up?" Sunset asked in confusion. It was just a blowjob right? What did her lipstick have to do with it?"

"You were just thinking "It's just a blowjob, weren't you?" Rarity guessed before shaking her head. "This is the problem with society's obsession with repressing sexuality. Presentation is everything. When it comes to oral, there is much more than putting that in my mouth" She explained as she went over to a mirror and started fixing her lipstick "The important things are what I look like after and what you do." She began as she perfectly applied a purple lipstick before deciding to add just a little more makeup around her eyes.

"Lipstick smears during oral. Both on my lips and on your shaft. You can also place such cute little marks on the balls and at the end, if things have gone properly, I should look like a mess." She turned around with a smirk as she began unbuttoning her top and placing it across the back of a nearby chair before repeating the action with her bra. Allowing her pale white breasts and their smooth purple looking nipples to show. "An complete mess of makeup is the perfect show of a proper, professional blowjob. Never call it "just" a blowjob."

"I uh..." She tried to look Rarity in the face but those smooth breasts and perky nipples demanded her attention.

Rarity stopped a little away from her and set down the lipstick nearby as she leaned forward before shaking her chest. Her breasts weren't particularly big or heavy. In fact they were perfect for her body. They were just a little smaller than Sunset's own. But due to Sunset's height, her own weren't as perfect. "Thank you very much darling. I do enjoy making someone speechless with my body." She admitted with a giggle as she stepped forward again and pressed her chest against Sunset and reached down, grabbing Sunset's tip.

She let out a gasp as her soft hand gently rubbed it "Oh my. It's quite hot." She said before giggling "Pun certainly intended." She joked as she slowly kneeled, ensuring that Sunset kept her eyes locked on her as her open hand started to grope and massage the heavy sack. "Oh my I do enjoy the weight of what you have here." She admitted as she fully kneeled and lifted Sunset's cock, gently beginning to stroke it as she planted gentle but firm kisses across her leathery sack. Leaving mark after mark on them before she began to kiss her way up the bottom.

"Now then Sunset. Are we agreed to this little proposal?" Sunset simply nodded quickly, eyes wide and locked on Rarity. "Wonderful. Now. Let me set some rules. Do not thrust. You're quite large and it could easily hurt me. Grabbing my hair is fine. But don't pull it. Please. I understand it can be easy to lose yourself in the moment but I would rather not feel any pain outside of what I may or may not do to myself through my efforts." She explained, before pushing her tongue as far outside of her mouth as she could before taking a long lewd lick of Sunset's tip "Do we have an- oh my. It's... spicy. Interesting." Rarity blinked for a moment before shaking her head. "Any-"

"Yes. Yes I understand. Please Rarity. No hair pulling, hair grabbing is okay and no thrusting. let you do the work, right?" Sunset said, her eyes pleading as her cock throbbed. "It's been a while and you got me really going here."

Rarity giggled and nodded "Fine, fine. I see you understand. Now be a good girl and let Rarity take care of you." Sunset gave a quick nod as she watched Rarity stick her tongue out again. Sunset knew she could easily do what she was without giving so much of a show but man did she appreciate it!

Her tongue trailed along Sunset's flat flare, collecting each dollop of precum with a pleased hum before she got back to work. Rarity didn't just get to sucking. She ensured that Sunset was as large as she was going to get first. Teasing her tip while her hands played with her balls. "I must say- Mmm~ The taste of your see is-ngh~ quite a delight. Only slightly -mmf~ salty with that hint of spiciness." Rarity explained between licks and kisses "Much better than any others I've tasted." She said before licking up a particularly large glob "Mmm~" She hummed as she moved it in her mouth "Though that one who ate a lot of pineapple might be a close second."

Sunset was listening. Really she was. But when you have the Rarity between your legs, licking and kissing your cock while playing with your balls, well, not everything sticks right away.

But it didn't matter if Sunset was listening or not as Rarity gripped her cock with both hands firmly and hummed with a smile "I think that's enough foreplay." She admitted before she opened her mouth wide and slowly wrapped her lips around Sunset's tip with a moan. The unusual warmth of the cock filling her mouth. She moved her head from side to side. Slowly sliding more and more into her mouth.

It didn't take long at all for her mouth to be filled with hot cock. She started bobbing her head, adding little moans each time as one of her hands played with her breasts, pinching and rolling her nipples between her fingers as the other one stroked near the base of her cock.

She paused with a mouth full of cock and made sure Sunset was looking at her as she slowly pulled away, licking the tip before she pulled away fully. She giggled at Sunset's begging face. "Oh relax darling." She said as she grabbed the lipstick again and reapplied another layer. Not enough to look horrible. But enough for what she wanted.

She took a deep breath before she lowered herself on Sunset's cock. Quicker this time and she didn't stop.

Gulk

Guh

Sunset gasped and grabbed Rarity's hair but after a moment gave it enough slack that Rarity still had control. She could feel her cock tip trying to force its way down her throat. Every time Rarity pulled back and slammed back down, trying to force more and more down, Sunset could see what Rarity meant. Her cock was smeared with purple lipstick. That was... far hotter than Sunset expected and it was only made better when Rarity pulled back and she could see a black streak falling down her cheek.

The noises of Rarity gagging on cock echoed through the room and Sunset couldn't take her eyes off it. Her hair was quickly becoming a mess. Saliva was dripping from her lips onto her breasts. Her makeup was getting more and more messy as she slammed herself down. Eventually Sunset gasped, feeling her cock bend slightly. But, only for a moment until Rarity adjusted herself. She moved rolled her head side to side as she now slowly pushed more and more down her throat. Sunset could only imagine how her neck bulged out.

But it wasn't meant to be as Rarity pulled off, gasping and coughing as she held the cock and looked up at Sunset with a sheepish look. "I am sorry Sunset. But... you seem larger than I expected. I won't be able to take it all."

Sunset stared at her. She seemed genuinely sorry. But Sunset didn't care that she couldn't take it. She looked down at her lipstick and saliva smeared cock. Rarity managed to get halfway down. "Rarity. It's fine. This... this is way hotter than anything I've gotten before. You took half my cock down your throat. Half of my fucking horsecock-

"Language."

"-down your throat. I don't care if you can't take it all. This is so fucking hot."

Rarity sighed as her language warning was ignored. But Sunset was clearly being honest in her words. "Alright, alright. But you better believe I'm going to try to take the entire thing by the last day." She said, gently stroking Sunset's cock near her face.

"Whatever you want." Sunset said simply before smirking and gently moving her hips to the side, very gently smacking Rarity's messy face with her cock. "As long as someone as hot as you is sucking it, I would be happy if it was even just the tip."

Rarity scoffed playfully "Please Darling." She licked at the now heavily cock from base to tip and swallowed loudly "There's no one as hot as me when it comes to oral."

Sunset rolled her eyes but barely had time to do that before Rarity's throat was squeezing around her cock again. Now that she wasn't trying to force more inside she was able to pick up the pace. Each and every movement was from tip to halfway down.

Sunset groaned, panting as she fought against her instincts to thrust her hips and her desire to pull Rarity's hair. But she knew better. Rarity could very well stand up and walk away right here and now if she was angered. But whether Sunset followed the rules or not. One thing was impossible to ignore or completely fight "I- R- Rarity. I'm- I'm close. Fuck me, I'm close."

Rarity didn't seem perturbed by the oncoming orgasm. In fact she seemed even more calm. She slowed down her long bobs of her head and gave Sunset's balls a tighter squeeze as she felt them raise to her body. She knew it was coming. and simply pulled the cock as deep as she was comfortably able and used a hand to stroke her exposed flesh.

Sunset moaned loudly as she came and Rarity, as prepared as she might have thought she'd be was taken aback by just how much was being poured down her throat judging by the way her eyes bulged and how rapidly she had to swallow as pump after pump of hot, spicy cum poured into her throat, through her insides and right into her belly.

But Rarity wasn't some amateur. Gulp after loud gulp went down her throat. It almost seemed as if there was no end but it did eventually let up. Rarity's belly bulged with seed as she left only the tip in her mouth and let the last couple, thank fully much smaller loads fill her mouth.

She pulled back with a loud slurp and opened her mouth wide, showing off her mouthful of cum. She swirled it around her mouth with her tongue. Making sure Sunset got a nice long look at it before she closed her mouth and raised her chin. When she swallowed Sunset could watch the bulge in her neck the cum made as it went down. Once it was gone she lowered her chin and opened her mouth wide again. Showing off how empty it was.

Rarity panted and lightly leaned her head against Sunset's cock as she fished something out of her pocket. She passed it to Sunset "Go ahead and take a picture. I'll send it to you. I want you to have some "material" so that you don't get so backed up again.

Sunset was a panting, blushing mess as she did as asked.

Fluttershy let out a long moan as her legs twitched under the blanket as Sunset finished up her story. "Yeah. I figured that would happen" Sunset commented as she felt the sheets under her get wet. But that was fine. It wasn't like Fluttershy was alone. Sunset may not have gotten fully hard from telling the story and having a hot girl jilling right next to her. But it was still enough to press against her back. "Remember. You have to do the sheets tomorrow."

Fluttershy gave a small groan of agreement as she backed up into Sunset's flaccid cock as she fell asleep. "Pft. What a bedtime story."

Author's Note

I felt like I talked so much about Rarity's offer that it wouldn't be fair to not give you guys that too.

Remember. She's not a slut. She's just REALLY good at sucking cock.