Sunset was walking down the halls with a devious smirk on her face, as she looked through her collection of files she has on Rarity. The contents contained pictures and a video of her behind the school in a alcove, on her knees, sucking Mr. Cranky Doodle's cock. From what could be heard from the video, it turns out Rarity isn't doing all to well in his class and is giving him blowjobs in exchange for good grades. With this kind of dirt Sunset can make the young fashionista do whatever she wanted, if she doesn't want Sunset to upload what she has all over the internet.

With phone in hand Sunset made her way towards Rarity locker, where she knew she would be during this time. When her target was in sight, she could barely contain herself when she saw the fashionista. Sunset would never say it out loud, but she always admires Rarity beauty, everything about her just screams gorgeous. Every time Sunset she's her face she can't but imagine what it would look like being dirtied after a good face fucking. These thoughts filled her mind as she went up to the girl and wrapped an arm around her shoulder. "Hey there, Rarity." She said as she pushed the picture on her phone to her face.

Rarity was completely unaware for what was planned for her. She was just enjoying her day as normal, talking with her friends, doing her schoolwork, the usual. She Jump a little in surprise when she felt Sunset wrapped an arm around her shoulder. She could only wonder what the bully of the school would want with her. "Ah, Sunset. I'm sorry darling I'm rather busy at the moment so whatever it is can it wa-," her protests came to a halt as soon as she the picture that was push in her face. Rarity just stood there frozen in shock. It took a moment to fully register what she was seeing, and another moment for the shock to wear off just enough for her to speak, "Wh-where, how did you get that?" she whispered, and grabbed for the phone

Sunset expected that as she pulled the phone away, causing Rarity to miss, "You wanna know? After the final bell meet me behind the school. In the alcove, I know you know the spot." she said with a smirk. "Unless you want this and... more to get released all over the internet." She said before simply walking away without waiting for an answer.

Rarity eyes widen at the exclamation. Sunset can't be serious...could she. "Sunset wait..." Rarity stop herself when she saw she was drawing attention to herself from some of her fellow school mates. She couldn't risk making a scene, not with what Sunset had. The bully might upload the pictures if she feels she's being threatened. Rarity would have to handle this herself. Her cheeks were still flushing as she tried to look like everything was normal. She went back to gathering the things she needed from her locker and went about the rest of her day until her meeting with Sunset.

Afterschool, Sunset waited in the somewhat dark alcove of the building behind the school. It was the perfect spot to hide if you wanted to have some naughty fun in private. That also thanks to the fact that there are no security cameras back here, so no need to worry about that sort of thing getting in the way.

Sunset was on her phone playing a game as she waited. It didn't take too long for her guest to arrive.

Rarity was glancing around to make sure no one was around, before entering the dead end, alley like area. She approached the spot where Sunset was, "You! I demand you delete that picture at once! Honestly, if word got out, I'll be ruined for life. People in the fashion world won't take me seriously, my career would end before it even had a chance to begin." she was already revolted to be seen as the type of person who would degrade herself by doing sexual acts to help herself. Such simple vanity would make her easy to control. But Sunset already knew that. She knew how easy this would be.

Sunset took a deep breath as she pocketed her phone. "Sorry! But that not how this works," she said with a grin. "I'm the one calling the shots here. Refused and I'll expose your little deal with cranky for the whole world to see." She threatened.

Rarity eyes widen in horror. She can't allow those pictures to get out. "Please don't! I'm begging you." She pleaded.

Sunset held a devious grin as she walked towards Rarity. "Good! I'm glad you understand the situation. Now! I promise to delete all the dirt I have on you. But there's something you need to do for me if I'm going to keep your secret to myself." Sunset said with a smirk

Rarity was livid. What could Sunset possibly want from her. With her future on the line, she had no choice but to hear her out and do what she says. "So, what is it that you want? Some money? Homework done? Some new clo-"

Rarity ranting came to a complete halt as she watches Sunset unfastened her pants and dug inside. The next moment she pulled out a very large, horse cock with a pair of equally large and heavy balls beneath. The balls sported a ying yang sun on one side. "And seeing it's something you've done before." She simply leaned against the wall, cock and balls hanging out as she made a blowjob motion with her hand, pressing her cheek out with her tongue. "You should have no problem doing same for me."

Rarity just stared at the huge phallus between Sunset legs for a bit, before turning her attention to her blackmailer.

"That's it?" Rarity said a little disappointed. "You just want me to suck your dick."

Sunset was confused by Rarity response but kept her composer. "It shouldn't be a problem considering you did same for Cranky." Sunset grabs her cock in one hand and slowly began stroking it. It grew harder and harder until it reaches full mast.

"I never said it was darling." Rarity quickly got down on her knees in front of Sunset and grab her cock. "If this was all you wanted you didn't need to trouble yourself with blackmailing me. All you had to do was ask. I'll happily suck you off till you're 100% satisfied." She said with a smile.

Sunset blink in confusion. "Wait wh-mmph!"

Sunset was cut off when Rarity lifted her cock up and buried her face into Sunset large nut sacks without the slightest hesitation. Taking huge whiffs of the bacon-haired girl musk.

Sunset was taken aback by Rarity sudden actions. She really didn't expect her to just go for it right off the bat like that. She expected some resistance and hesitation, but instead the purple haired girl drops to her knees instantly and began taking deep breaths of the fiery-haired teen musky balls.

With her free hand, Rarity grab Sunset balls, fondling them as she both stroke her dick and continued sniffing them. After a few more big whiffs. Rarity lifted her head from Sunset’s cum bags.

"Ahhhhh! God your balls smell good." Rarity takes one more deep whiff of Sunset’s crotch. "Such a lovely strong musky scent, just the way I like it." Rarity leans in and gives one of Sunset’s balls a deep long kiss, after which she than licks it, slobbering all over it for a bit before taking the large nut into her mouth, moaning in pleasure as she lovingly licks and suck on the testicle. After a minute she release the spit covered nut sack from her mouth and gave the same affections to the second one.

Sunset was downright confused. This is not how she thought this meeting would go. Not that she was complaining, she is getting exactly what she wanted from the fashionista, she just didn't think she would be so willing. She expected her to reject her demands, only to be convinced to do so as to not have the pics Sunset haves spread all over the internet.

Sunset knows Rarity enough that it would make perfect sense for her to put up some resistance, but seeing the girl drop to her knees, start sniffing her balls, and sucking them without so much of the slightest hesitation was the last thing the bacon-hair teen would expect.

Sunset couldn't help but moan and hiss in absolute pleasure as Rarity happily suck on her balls. She watches as the fashionista worship her nuts, sniffing, kissing, and slobbering all over them. It all felt so fucking good. So good that her cock began leaking pre from its tip and began sliding down her length.

Rarity notice Sunset’s cock getting covered in pre-cum. So, with one last suction, she releases Sunset nut from her mouth with a wet "POP" before giving her full attention to the main course.

"hmmm! Someone seems excited." Rarity purred. She pointed the head of Sunset’s dick straight at her lips, desperate to take the huge meat stick down her throat but held herself back just a little longer. She wanted to show Sunset (that despite being a bully and threatening her future), just how much she loves her cock. So, Rarity leans in and made out with the tip of Sunset’s pre dripping dick. Kissing and licking it so hungrily, smearing her lips and filling her mouth with pre, all while slowly jerking her off.

Sunset’s cock was leaking out a good amount of thick pre-cum, which Rarity took the time to savor its taste and swallow it.

"Mmm, ahhh, absolutely delicious, darling." Rarity plants another big sloppy kiss to Sunset’s cock head. "Mmmm, absolutely divine. Oh, I can't wait for you bust a nut in my mouth, so I can taste the real deal, but before that." Rarity looks up at Sunset giving her a sultry look. "I want to take my time sucking your big, hard cock. So, try not to blow your load too soon, dear, unless you can go multiple times. I really want to enjoy this just as much as you." With that she winks at Sunset before turning her attention back to the amber skin girl dick, licking her lips in anticipation.

Throughout the entire ordeal of Rarity worshiping her cock. Sunset stared at her with wide eyes.

What the actual fuck is going on? Sunset thought. As she watches the fashionista lick her lips and open her mouth wide. Just before Rarity could take the first inch into her maw. Sunset quickly places both hands on her shoulders, stopping Rarity advancement. "Wait wait wait!" She muttered quickly. "Stop! Just stop real quick."

Rarity stops her advance and look up at Sunset. She was both confuse and annoyed at the same time. Confused as to why Sunset would stop her and annoyed that she wasn't choking on her cock right now. Despite that she kept up her composure.

"What's wrong darling?" Rarity asked. "Why did you want me stop?"

Sunset takes a moment to get her thoughts together as she removed her hands from Rarity shoulders. "Why? I'll tell you why. What the hay are you doing?"

Rarity raised an eyebrow at that. Giving Sunset an "are you serious" look. "I was going to suck your cock." She answered. Stating the obvious. "Isn't that what you wanted me to do?"

"Well! Yeah, that's what I want but what I mean is, why are you so willing? I expected you put up some resistance but instead you drop to your knees and happily worship my junk without any hesitation......Why?"

"Simple darling! It's because I'm a Cock sucking whore." She said proudly, gesturing to herself.

Sunset just stared at her dumbfounded. She couldn't believe what she just heard. She wanted to say something but couldn't think of anything to say. Fortunately, Rarity picks up her slack.

"Tell you the truth I wasn't expecting this to be the thing you would blackmail me into doing. I honestly thought you wanted...well...anything but a blowjob."

"How come?"

"Like I said darling! I'm a cock sucking whore and I'm very proud to be one. I love sucking dick and I'm always willing suck off anyone who wants to use me. No doubt I've suck off about everyone in this school; students, faculty and staff, both male and futa females alike. Everyone here knows that I'm a whore that loves to suck cock, which is why I found it strange that you didn't know but giving the fact that me being a whore is common knowledge and you being The Queen Bitch of the school." Rarity shrugs. "It makes sense that you never hear anyone talking about it and are too afraid of you to say anything if they see you walk by."

Sunset thought about that for a moment. What Rarity said does make some sense, but it just brings up more questions.

"Ok! Back up! You said that everyone knows you're a whore."

"That's correct!" Rarity replied. Still stroking Sunsets dick since they started this conversation. Doing it nice and slow, she doesn't want her to blow her load yet, not until she buries that cock deep down her throat.

"Then why were you so afraid of me exposing you then?"

"Because you said you were gonna post those pics on the internet and that was something I could not allow to happen. I meant what I said about it ruining my career if it gets out like that beyond my control. Only those here at school and those close to me knows. My parents always make sure to consult me first when they want to introduce me to their friends, which I have no problems with, but for the school I had to be more careful.... or so I thought at first."

"How so?"

"I wanted to make sure that every person I suck off, didn't tell anyone without consulting me first. I wanted to make sure that I stay perfectly in control on who's in the know as to not risk the knowledge getting out of the school. But overtime I soon realized how friendly and trusting everyone here at CHS is......umm!" Rarity scratches the back of her head, try to avoid eye contact with Sunset. "Mostly everyone!"

Sunset let out a sigh. "Yeah! Yeah! I get it, I'm a bitch! Just continue your story."

"Well because of that, I learned nobody wants risk ruining my life. They just want to enjoy getting their dicks suck and I just want to enjoy sucking their dicks. Long story short, everybody was more than happy to keep my secret to themselves; safe behind the school walls and if they want to introduce me to someone else, they know but they don't go to CHS, be them family or friends. They always come to me first."

"So, you would literally suck off anyone who asked?"

"Well I wouldn't suck off a murderer or anyone evil. They don't deserve to experience my amazing cock sucking skill."

"What about me? Is the only reason you're sucking my dick is because I'm blackmailing you?"

"Of course, not darling! Sure, you're bully but you're not that bad, heck you could totally be much worse, but you don't go that far with your methods, just far enough to maintain your control of the school, and yes you are blackmailing into sucking your dick buuuutttt."

"But since you are and have always been a cock sucking whore." Sunset let's out an annoyed sigh. "Me blackmailing you was completely pointless."

"Don't beat yourself up darling, it's not your fault, you didn't know." Rarity gives Sunset a sincere smile to help calm her frustration. It helps. "Anyway, the point is I don't want the fashion world to know about me being a whore. They might reject me or make me suck them off in exchange at getting a chance of making a big break in the fashion industry. I suck dick for the fun and enjoyment of it, never for profit or favors."

"But what about Cranky?"

"Pardon!?"

"When I saw you sucking his dick, he was moaning about you sucking him off just to get a good grade; I even have it recorded as well."

"Oh! That was just roleplay darling nothing more. Cranky likes to pretend I'm degrading myself just to raise my grade. I'm actually doing good in his class, no sexual favors necessary. So, in conclusion. I'm a whore that loves sucking cock, I prefer the matter doesn't get leak out beyond my control, you can use me anytime and anywhere you wish, and you don't have to either give me favors or blackmail me. Does that answer all of your questions darling!?"

"Y-yeah I don't have anything else to say."

Rarity lets a sigh of relief. "Good! Just a few more things before I get back to enjoying your wonderful cock since this is your first time with me.

"Ok!"

When Rarity spoke, she spoke in a high sense of professionalism as she would when explaining her designs at her boutique. "Use me however you wish, you can treat me like I'm nothing but a thing, a human fleshlight to be exact. You can fuck my face as hard as you can, grab and pull my hair, and choke me with your whole cock shove down my throat for as long as you want. Don't worry about suffocating me, I'll be perfectly fine thanks to a little breathing potion I took years ago. I also have no gag reflex. So, if you want to hear me gag on your dick, I can do so for you if you want....do you want me to?"

"ummm sure!" Sunset said nervously. Still feeling just, a bit shocked after learning the truth about Rarity.

Rarity nodded in acknowledgment. "Will do! You're free to insult and degrade me however you see fit, you're also free to record and take pictures if you want." Rarity gave Sunset serious look. "As long as you promise to keep it off the internet, you can exchange and share your captures with the others here in this school. I only asked for you to respect my wishes." Rarity drops her serious face in exchange for a pleading one. "Please!"

Sunset stared into Rarity pleading eyes, begging her not to release the captures she haves out to the public. In truth Sunset never had any intentions of actually going through with her threat, she just wanted control Rarity because A: She's hot and beautiful, and B: She seemed easy to control. If only she knew just how easy Rarity is.

Sunset nodded in agreement. "I promise Rarity! I won't expose your somewhat secret to the world."

Rarity gave Sunset a sincere smile. "Thank you!" Rarity quickly got excited again. "Now that all that's out of the way, can I suck your dick now?"

"Not yet!" Sunset grab the side of her pants and push them all the way down along with her panties. "Give me sec and no touching my dick until I say so. Just sit right there and don't move." Rarity nodded. Sunset took the time to take off her bottoms completely keeping her boots on her feet. Once they were fully off she laid them on a small nearby wooden crate. She than reach into the pocket of her leather jacket and took out her phone. She set it to record, and prop it up on a taller wooden crate. The angle was just perfect, with both girls in frame.

With that done Sunset leans back against the wall again, with Rarity still on her knees before her. Sunset grabs her cock and slaps both sides of Rarity cheeks with it a few times before letting it rest on her face, letting the cock hungry slut smell her musk once more.

"Just so you know I wasn't planning on outing you like that. Its like you said earlier I don't go that far with my bullying, I just wanted to control you and make you suck me off every now and then," Sunset smirk. "but theirs obviously no need for that."

"Oh most definitely!" Rarity agreed. Taking more whiffs of Sunsets dick as it rested on face. Every breath she took of that strong musky scent made her body shiver in delight. The smell alone made her pussy wet and her own cock hard as Diamonds. Rarity was eagered, she couldn't wait anymore, she wanted that beautiful dick down her throat right now.

"Can I suck your dick now please! I need it, I need it so bad!" Rarity pleaded.

Sunset put on a devious grin. She to couldn't wait any longer. "Then go ahead and suck it, whore!"

Rarity smiled happily as she squee in pure excitement. She grab Sunsets cock with one hand, aim the head towards her open maw, and deepthroat that dick all the way down to the base in one fluent motion with ease; her lips able to kiss Sunsets crotch.

Sunset couldn't believe what see just saw. Rarity was able to take in the entirety of her large member in one motion with barely any effort. The sight was very mesmerizing. It was hard to see from her position, but Sunset knew that their was definitely a huge cock size bulge in Rarity throat.

Rarity just sat their, hugging Sunset close, with her face buried in the bacon-hair teen crotch. She was just enjoying the feeling of finally having that delicious futa horse cock down her throat.

As for Sunset she was loving the feel of Rarity mouth but she wanted get to the main reason she came here for.

"Rarity!? As much as I'm enjoying the warmth of your throat and mouth. I would like for you to start sucking me off now."

Rarity look up at Sunset with apologetic eyes and began pulling her head back until the saliva covered cock fell from her mouth. "phah, sorry darling, I just really enjoy the feeling of a large dick bulging my throat." Rarity look to her right and saw her purse laying on the floor where she drop it. She reach out and grab it. "Now theirs just one last thing I want to do before I start sucking you off for real," she says as she opened her purse and start looking through it. "and trust me darling it will make your blowjob even better." She said winking at Sunset.

Sunset thought about just jamming her dick down Rarity throat and start fucking her face (She's a whore! She would understand) but hearing what the fashionista said peaked her curiosity and her interest. Besides if whatever Rarity had planned was gonna make the BJ she was going to get from the cock lover is even better than why would she complain.

Sunset stood there patiently while slowly jerking her spit coated cock. She watch a Rarity pull out lipstick than place her purse on the floor, she opened it to reveal the dark blue color of the makeup and quickly began applying a thick coat of it to her lips with precise and expertise.

It doesn't take a rocket scientist to figure out what Rarity have planned and it only made Sunset even more excited as well as thankful that she chose to be patient.

If theirs one thing about Rarity that would catch everyone eye at first glance it was her stunning beauty. How she shows up to school everyday looking both pristine and gorgeous. Even if she is just doing the bare minimum.

Sunset admits that she to enjoys seeing Rarity beauty everyday. From her eyes, face, and hair who wouldn't want to fuck that face with their disgusting dick and dirty it with their cum. Sunset sure did, she wanted ruin that pretty face with her cock and soon she'll be doing just that.

Once Rarity was done applying her lipstick, She closed it, put it back in her purse, and set the purse aside. She look up at Sunset and gave her a sultry look, with eyes half lidded and a sexy smile.

"How do I look darling!?" Rarity asked.

"Beautiful as always." Sunset answered through panted breath. "I can't wait to fuck up your makeup."

Rarity giggle. "and you will," Rarity grabs Sunset cock with one hand and her balls with the other. She leaned in and planted a big wet kiss on the testicle with the ying yang Sun tatoo. Her lips connecting with it. After a bit she finished her kiss and reeled back to see her handiwork. The ying yang sun had a big blue kiss mark over it but Rarity didn't stop there. She quickly planted more kiss marks all over Sunets huge nut sacks.

Sunset watch as her balls were being covered in kiss marks. The sight alone was making her excited as her dick once again started leaking pre-cum, as much as she was enjoying Rarity kissing her balls, she was dying to face fuck the fashionista.

Rarity notice this and decided that was enough messing around. Both girls knew what they wanted and their was no point in delaying it anymore.

Rarity began kissing her way up Sunsets length. Leaving a trail of kiss marks as she went. Pre-cum smeared across her lips as she went. Once she reach the tip she didn't hesitate on shoving that wonderous cock down her gullet once more, easily swallowing the whole thing entirely till her lips came into contact with Sunsets crotch after which Rarity started bobbing her head back and forth along the entire shaft, her face hitting Sunsets pelvis as she suck her cock.

Gulk, Gulk, grulk, gulk

Sunset gasped and grabbed Rarity's hair with both hands and after a moment gave it enough slack that Rarity still had control. She could feel her cock easily make its way down her throat. Every time Rarity pulled back and slammed back down, taking in the whole shaft. Sunset was enjoying the sight as she watch the cock hungry girl work, her dick was smeared with dark blue lipstick. That was... far hotter than Sunset originally expected and it was only made better when Rarity pulled back and she could see a black streak of thee fashionista mascerra falling down her cheek.

The noises of Rarity gagging on cock echoed through within the alcove and Sunset couldn't take her eyes off of the beautiful cock sucker. Her purple hair was quickly becoming a mess, saliva was dripping from her lips onto her shirt, her makeup was getting more and more messy as she slammed herself down. Eventually Sunset gasped, feeling her cock bend slightly hurting her. But, only for a moment until Rarity adjusted herself. She looks up at Sunset with eyes saying "Sorry" as she moved rolled her head side to side as she now slowly took her cock down her throat. Once she was sure she wouldn't hurt Sunset again. Rarity picks up the pace once more as she sought to give the bad girl pleasure. Sunset wishes she could see the bulge in Rarity neck more clearly, good thing she was recording this.

A couple minutes later. Rarity pulled off Sunsets cock. Gasping and coughing purely from instinct as she held the cock and looked up at Sunset with a sheepish look. "Sorry for hurting your cock earlier. That never happened before. I promise it won't happen again."

Sunset stared at her. She seemed genuinely sorry. But Sunset didn't care about that. She looked down at her lipstick and saliva smeared cock. Proof that Rarity managed to get all of her cock down her throat. "Rarity! It's fine! I forgive you! Being able to do this with you more than makes up for it. I still can't believe you took my entire cock. My entire fucking horsecock down your throat. I don't care about the slight pain you cause me. It didn't hurt all that much anyway. God! Rarity this is so fucking hot, you're so fucking hot."

Rarity smiled at that. Her worries from hurting Sunsets lovely dick, faded completely. "I'm happy to hear that darling. So is their anything else you want me to do?"

Sunset grin devilously, as she grab fists full of Rarity hair pull her close as the tip of her cock entered into her mouth. "What I want, is for you just sit there while fuck your face." And so she proceeded to do just that, pulling Rarity head all the way down to her groin and began thrusting hard and fast. "Ahhhh fuuuccckkk yeeeesssss." She hiss. As she used Rarity like the fuck toy she is. Her hands pulling on Rarity hair, her balls smacking her chin with each hard thrust as they are being covered in saliva leaking from the fashionista mouth, and the sounds of Rarity gagging on her dick was like music to her ears.

Sunset was having the time of her life. The thought of being able to face fuck Rarity like this never once crossed her mind. If things did went as she thought they would with the blackmail, she would of gone easy on her of course, but now after learning that Rarity a cock sucking whore and that she is free to use her as she pleases. Sunset didn't hold anything back.

Not a day goes by that Sunset would dream about fucking the hell out of Rarity's mouth without restraints and now here she is behind the school, in a slightly dark alcove, all alone with the most beautiful girl in school as she face fuck her like no tomorrow. Not once did she take her dick out to give Rarity air to breathe, as the cock lover said earlier she took a potion that helps her breath normally even when her airway is block by a huge cock like Sunset's.

So with all that in mind, Sunset went on with having her fun. Using Rarity like an object as she start building her way up to an orgasm.

After a bit, Sunset stop her frantic humping and just simply started slowly slide her cock in and out Rarity throat, basking in the beautiful sight of the fashionista now completely messed up face as the two stared at each other.

"mmmm, you really love cock don't ya, bitch?" Sunset asked. Not once stopping her slow hip stride.

Rarity nodded.

"Letting people use your mouth however they want in order to get off and bust a nut down your throat."

Rarity just moan her approval as she suck on Sunset's dick.

"God, you're such a whore!" Sunset said as she began picking up the pace with her thrusting and started fucking Rarity's face hard and fast once again.

As Sunset continued to use Rarity for her pleasure. The fashionista couldn't help but cry tears of absolute joy, which was a bonus because it aloud more of her mascera to run down her face with her tears. Rarity was in absolute bliss, she loves it when others use her like this. She's always willing to help others anyway she can, its just part of her generous nature and the sight of those she suck off, their face in pure ectasy, like Sunsets is now, always made her own cock hard and her pussy soaking wet. Yet she does not touch herself, she cares more about her partners pleasure than her own, but being able to suck dicks and bring those who use her to orgasm was pleasure enough for her. She was the whore, the one to be used, and Rarity wouldn't have it any other way.

Not far from where Sunset was brutally fucking Rarity cock hole of a mouth. The double doors behind the school opened and out step Octavia Melody. Its rare that anyone exits the building this way but not unheard of. Octavia exits the building and walks down the direction where Sunset and Rarity are hiding. As she got closer she can hear the familiar sounds of Rarity gagging on another cock. She smiled as she got closer to the alcove where the sounds were coming from.

Octavia pulled out her phone to check the time. "hmm! If whoever is using Rarity finish with her soon or don't mind sharing, I can still meet Vinyl in the school parking lot on time." Octavia put away her phone in her backpack. "I could go for a quick nut after today." She said as she arrived at her destination.

Octavia stood in front of the alley way like area. She didn't bother to hide herself or anything like that, after all just about everyone in school knows Rarity is a cock sucking whore, who happily gives blowjobs to every Highschooler and teacher, so it hardly matter that someone in the know walks in on her sucking someone off.

Sunset and Rarity were unaware that they were being watch and putting on quite the show for the cellist. Octavia didn't want to interrupt, but from the sounds of Sunset’s fast panting breath and how much faster she was fucking Rarity now mess up face, she was definitely getting close. So quietly Octavia gently sat her bag on the ground, lift up the sides of her skirt so she can reach her panties, took them off, and place them in her bag, after which she just leaned against the wall and enjoyed the climax.

Sunset was panting hard, her thrusts were getting faster by the second, she could feel herself getting closer to her orgasm and staring at Rarity mess up face as she fuck her throat was only helping her get that much closer.

Just for the hell of it. Sunset removed her cock from Rarity’s mouth, lifted her cock up, and placed it squarely on her face, so her mouth was placed on the underside of Sunset’s knob. "Oh fuck yea" she said, arhythmically grinding her crotch on the fashionista face. The skin of her cock glided across Rarity’s lips, which stimulated the hunk of horse meat from the grinding itself. Sunset’s massive nutsack stirred, as if production of her cum was kicked into overdrive. Regardless, her thick cock-soup was going somewhere, and Rarity prayed it was going to be inside her mouth.

Sunset’s composure began to falter even further, as a series of grunts and squeals escaped her lips, before Rarity found herself quickly able to see Sunset’s face of pure ectasy, pass her huge cock. This sight was short lived as she placed her cum-filled orbs onto Rarity mouth. "Oh fuck yea bitch, fuck yea. Lick my nuts. Stick out your tongue and taste me."

Sunset’s attempts at dirty talking were about as nondescript as she was being right now; whatever mysterious allure she'd hoped to cultivate, gave way to her classless animalistic urges. Either way, with Sunset’s sweaty nuts on Rarity’s face, the cock whore stuck her tongue out, which Sunset took as an invitation to drag her sac across her lips before planting her crease on the fashionista tongue. That same stale, sweaty taste surged through Rarity’s tongue, as if she drank a bitter concoction of her juices. "Ohh ffuuuck" Sunset tighten her grip in Rarity’s hair, as if to signal her appreciation of the cock whore tongue. She shook with anticipation. "You don't know how long I've been wanting to do this with you. Not often I can get to drain my balls like this."

Removing her gonads from Rarity’s mouth, Sunset lustfully looked down at at her cocksleeve. Her bacon hair had become slightly frizzy, and sweat covered her face. That same creepy, piercing stare looked down at Rarity, with an intense level of desire and an equally intense hunger. Between her fetid musk that had taken residence in the fashion girl nose, and her desire for more cock, Sunset took the advantage further and ran her hands through Rarity head before squatting down to eye level with her. With blatant disregard for personal space, she grabbed Rarity by her hair, with a sense of ownership, before bringing her plump lips to hers. "Are you enjoying yourself?" She said through her teeth, beguilingly, as if she was trying to charm a spell.

“Oh, yes, darling. Very much so, mmmph!”

Sunset engulfed Rarity lips with hers, fucking the cock whore mouth with her tongue in a brutish frenzy. Sunset’s could taste the remnants of her own cock and balls in Rarity’s tongue as she continued to lay claim over the inside of her mouth. Small groans escaped her lips as she feverishly explored the rest of Rarity body body with little regard to her. But Rarity doesn't mind.

Unlatching herself from Rarity mouth, Sunset quickly stood up, replacing one head with her other throbbing one. Sunset grabbed Rarity hair once again, playfully but underpinned with lustful force, before using her other hand to awkwardly line up her fat, dripping cock with her mouth. The contrast of her massive marehood lined up against Rarity mouth seemed to drive her even further up the wall, as another long line of precum oozed angrily from the tip of her head.

"I'm gonna make that mouth mine. Open wide, whore. I'm gonna fill your guts with my cum."

Rarity did as she was instructed and Sunset’s huge member entered her mouth once again. Rarity began to fervently lick the tip before the Sunset forced in the rest of her cock. Rarity gagged but nonetheless enjoyed getting her mouth fucked.

"You were made for sucking cock. Your mouth is absolutely, divine." Rarity was turned on by her words causing her own cock to twitch. Sunset continued to use Rarity’s mouth with more vigor as she felt the fashionista’s throat constricting around her head. "Oh yeah, Oh yeah. You fucking slut take it like a bitch."

The usual sensation occurs, Sunset’s dick began to pulsate and Rarity began to constrict her mouth begging her to cum. Sunset tighten her grip in Rarity’s hair and says, "Ahhh fuck!" She hiss. "I hope you're hungry, bitch cause I'm gonna dump a giant load down your throat."

Rarity was more than ready. It wouldn't be the first time she swallow loads from those who could cum like a horse, and judging from Sunset’s horse cock, and large, heavy balls, that's exactly what was going to happened.

Sunset hump Rarity face faster and harder, she could feel herself about ready to burst as her balls tighten up, ready to unleash their load, until. "FUCK! I'M CUMMING." Sunset slam her hips one last time against Rarity face, holding her up against her groin. Rarity wrap her arms around Sunset’s waist tightly, not wanting let go as she felt spurt after large thick spurt poured directly into her stomach as Sunset finally came. "nngh! Take it! Take it all you greedy fucking whore." Rarity did so happily.

Sunset wasn't kidding. She was cumming so much inside Rarity's stomach causing it bulge a little. After a good while. Rarity felt Sunset pull back, so she release her grip on her, knowing exactly what was gonna happen next.

After a bit. Sunset began pulling her still ejaculating cock out of Rarity mouth until only the tip was left inside. Shooting her cum inside her maw allowing the fashionista to taste and swallow it. Afterwards Sunset pulled her cock free out of Rarity's mouth once again, and shot more thick huge spurts all over her face, hair, and open mouth, before finally finishing.

Sunset laid back on the wall trying to catch her breath as she stared at the mess she made of Rarity and it was such a lovely sight. Rarity hair was in ruin and streak with cum, her face was a complete mess from the makeup, the saliva, as well as Sunset”s spunk thrown into the mix. Grinning at the sight of her cum laced faced and bloated stomach. Rarity’s tongue hang out and her eyes are rolled back into her skull giving the image of a truly fucked person. Although things didn't go as she originally planned, this was far better than she could ever imagine. Her only regret was she didn't know about this sooner, oh well, she'll just have to make up for lost time.

After retaining her senses. Rarity used her hands to wipe the cum off her face and licking it up and swallowing it. Once her face was clean enough she look up at Sunset with a smile. "I hope my service was to your satisfactory, darling?"

Sunset panted a few times before speaking. "Ohh! It was....more than enough, I'll definitely will be using you again to get off, from here on out."

"And I'll be looking forward to it." Both girls let out a little laugh until a single attention seeking cough got their attention. They both look over and saw Octavia standing there, just noticing her for the first time.

"Evening Rarity!.....Sunset." She said the bully name with a little disdain.

"Ohh! Hello Octavia." Rarity greeted.

"How long have you been standing there?" Sunset asked, not even bothering to cover her flaccid cock.

Octavia shrug. "Not long! I was just heading to the parking lot when I overheard you two. Got here just in time to see the finale. So I thought I could use Rarity to bust a fat one real quick before my rendezvous with Vinyl soon." Octavia turn her attention to Rarity. "That is if you have time yourself, dear."

"But of course, I have nothing going on today. So I'll be happy to suck you off, darling."

Octavia smiled and walked over to the wall opposite of the duo. She lift up the back of her skirt and sat down on a crate. As she did this Rarity stood up, walked on over, and got down on her knees in front of the cellist, ready to do her duty.

Octavia leaned back against the wall comfortably. "As much as I want to enjoy another long session with you....." Octavia pulls up the front the front of her skirt, revealing her already fully erect, big, black dick and spread her legs wide, letting Rarity bury her face in her crotch, sniffing the cellist musky balls. Octavia cock was just as big as Sunset’s despite being a normal human penis. Her balls were just as huge as well. Sunset couldn't help but be mesmerized on how something like that could be attached to a girl like Octavia, even if every female in the world have both male and female genitals. Even so Sunset couldn't take her eyes off that beautiful hunk of man meat in between the legs of the beautiful, sophisticated cello player. "....I'll need you to get me off quickly,I'm afraid." With one hand Octavia started stroking her cock, the tip already been leaking pre-cum. "As I mentioned earlier. I need to meet up with Vinyl soon and I don't want to be late. So I need you to get me off as quick as possible, please and no teasing."

Rarity raised her head. "I understand, darling." Rarity gave the tip of Octavia dick a quick tender kiss. "I'll make sure this quickie is still satisfying for you." With that said Rarity waste no time in taking that black member deep into her mouth. Like with Sunset she took in the whole thing with ease and began bobbing her head up and down really fast while sucking that dick nice and hard.

Octavia just sat there enjoying her blowjob, moaning to herself as the pleasure start to build up. She place a hand on Rarity head, combing her fingers through her mess up, cum stain hair, not minding the mess at all.

Octavia glance over at Sunset, who was standing there watching from the opposite wall. "You can come over and get a closer look, dear." She pointed at the phone on the crate. "And you can record this and take pictures if you like, I don't mind."

Sunset turned her head to what Octavia was pointing; her phone. Sunset completely forgot about it and it was still recording. Taking Octavia up on her offer the bacon-haired girl grab her phone and walked over to the duo. She sat the phone down on another crate on the right side of the two, after that she walked over to the left side and crouch down to get a nice close up view of Rarity Deepthroating the cellist cock, while her phone record everything.

Glrk glrk gluk gluk

Once again the sounds of Rarity gagging on cock filled the area. She was going all out in order to make the cellist cum quickly but also used her amazing skills to guarantee Octavia had a good time.

Sunset sat there watching as the event play out before her with great interest and enjoyment. She could feel herself getting hard again, not just from watching Rarity work on someone else, but how amazing Octavia dick is. Rarity glance over at Sunset and instantly recognize the look on Sunset’s face. It's the same look everyone makes after seeing Octavia dick. Their was something alluring about it that made people want to satisfy it anyway they could. Sunset was no doubt feeling the same effects.

Sunset was just quietly enjoying the show, till Octavia spoke up. "Enjoying yourself Sunset? She asked through panted breath.

Sunset simply nodded.

"mmm, mind if I- ahh- asked you a -oh fuck- question?"

Sunset look up at Octavia. "Sure! What is it?"

Octavia took a few moments to gain her composer from the pleasure before speaking. "Was this your first time using Rarity to suck you off? I asked because she was in full makeup, which she only do if asked to and of course for first timers."

"It was my first time." Sunset admitted. "I originally intended to use some dirt I have on her to make her suck my dick." Rarity chuckled at that. Even with her mouth full of dick, her laughter was clearly heard, causing Sunset to roll her eyes.

"You tried to blackmail Rarity into sucking your dick......really!?"

"Hey! I didn't know she was a cock sucking whore until now, ok!" Sunset snapped. "If I did I wouldn't have wasted my time and had her suck me off after Cranky was done with her."

"and I know from experience, she would be more than happy to.....ahhh oh fuck yes, right there." Octavia moan, her face filled with ectasy.

"I hope you don't plan on telling everyone about me trying to blackmail her, cause I swear I'll-"

"The thought never cross my mind." Octavia interrupted. "I have no intention or care to do so. I didn't come here to poke fun or try to humiliate you, I came here to empty my balls down this whore throat real quick. No more no less. Nnnghh, so don't worry your secret safe with me."

Sunset calm herself down after hearing Octavia declaration and just went back to simply watching Rarity. A couple minutes later, Octavia was showing signs that she was about ready to explode. Planting her feet firmly on the ground she began humping up into Rarity face, the fashionista could feel the cellist cock throb in her mouth and knew she was getting close.

Ocatavia hips thrusted fast and hard as she facefuck Rarity only caring about getting her nut. She moan and groan heavily as she can feel herself getting closer to orgasm and Rarity, as always was ready to receive her load like the good little cum dumpster she is.

"Oh Shit, oh fuck, i'm gonna....gonna....." Octavia feet stood on its toes as she pushed her hips up into Rarity face, arching her back as she finally unleash her payload. "I'M CUMMMING!!!"

Rarity could feel Octavia cum pour directly into her stomach, mixing up with Sunsets load from earlier. The cellist unleash a torrent of spunk just as big as Sunsets, and Rarity took it all with no problem.

Sunset watch as The Cellist came spurt after large spurt directly into Rarity stomach. She couldn't help but imagine herself in Rarity place, that beautiful black dick in her mouth and cumming down her throat. Sunset really wanted to suck off Octavia.

After a few moments Rarity pulled away until Octavia cock was free from her mouth, letting the last few spurts shoot all over her face, and inside her open maw.

Octavia finally allowed herself to relax after she finished ejaculating, taking some time to catch her breath, before speaking. "Clean my cock slut, and don't forget the balls."

"Yes ma'am." Rarity purred as she went about cleaning the cum off The cellist cock and balls with her mouth. It didn't take long for Rarity to finish and once she did. She gave Octavia softening cock one last kiss before standing up, giving room for the cellist to stand.

Octavia stood up and drop her skirt back in place, straightening it out after she did so. "Thanks again Rarity. I hated having to cut things short but you sure did an amazing job like always."

"It's no problem darling! I'm always happy to help any way I can."

Octavia chuckled. "And you always do. I wish I had time, but meet me in the usual spot tomorrow so I can 'properly' thank you."

Rarity frown a little. "Octavia!? I told you before you don't have to do that. I'm fine with the way things are."

"I know you are, but I still want to do it, I'll feel just awful without paying you back after all the pleasure you given me, and besides you love letting people use you for their pleasure....right?"

Rarity nodded. "Yes, I do."

"And I am still using you to pleasure myself, just in a different way, you know I enjoy doing it."

"That's true!"

"So stop worrying yourself, you deserve it after everything you done, and I won't take no for an answer."

Rarity let out a defeated sigh. "Ok Octavia, you win, I'll see you in the library during our free period tomorrow."

"Looking forward to it." Octavia walked over to where her backpack laid and picked it up. "Well I need to be going now, see you two tomorrow."

Sunset and Rarity said their goodbyes and watch as Octavia left leaving the two of them alone again.

Sunset sat down on the same box Octavia was sitting on, grab her phone, and stop the recording. The bacon-haired teen was still bottomless, but she didn't really care. She watch as Rarity wipe the cum off her mess up face with her hands and of course ate it like it was the most delicious meal she'd ever eaten.

"Hey Rarity!" Sunset called out.

"hmmm!" Rarity mouth was full of cum, she was taking her time to savor the taste before swallowing it.

"If you don't mind me asking. What did Octavia meant by 'Thanking you properly'?" She asked.

Rarity was about to answer Sunset question but instantly remembered that her mouth was full. So she tilted her head up and began swallowing Octavia’s creamy load. Sunset watch as the fashionista took gulp after gulp of the white fluid, depositing the creamy substance in her belly.

Once Rarity was done she let out a satisfying sigh as if she just quench her thirst. "Ahhhhh! So delicious." Rarity regain her composure and turned her attention to Sunset. "Now to answer your question, Octavia plans to suck me off as thanks for getting her off. I always tell her that she didn't need to but she always insist every time." Rarity sits down on a box on the opposite wall directly across from Sunset, simply wanting to relax a little. "Not that I don't want her to, I just prefer being the one on their knees, not the other way around, but even a whore such as myself enjoys being on the receiving end. Cumming from the blowjobs that others like Octavia have given me as thanks for my efforts."

"I guess it helps, seeing that you haven't came at all."

Rarity chuckled at that. "Oh I wouldn't say that, darling." Rarity stood back up and walk over to stand directly in front of Sunset. She lifted up the front of her skirt to reavel her light blue panties; which are now darken by the fluids that came from both her genitals, which continued to run down her legs. Rarity crotch was a complete mess from her Cumming on herself and the large bulge of her semi flaccid cock, throb within her undergarments, looking as if they could unleash another load at anytime.

"I've came twice already. Both times from when you and Octavia came down my throat and no I didn't touch myself once. The feeling of being used to suck dicks brings me great pleasure that I cum from the blowjobs alone." Rarity look down at Sunset lap and grin. "and by the looks of things you, look like you can go another round.

Sunset didn't need to look to know what Rarity was talking about. Her cock has been hard since watching Octavia get suck off and staring at Rarity crotch is only helping her stay that way.

"Want me to take care of that for you?" Rarity said. Her voice dripping with lust.

Sunset nodded in agreement and spread her legs. Rarity didn't hesitate to drop down on her knees between Sunset’s legs, but before she could lean forward and start smelling those musky balls again a hand on her head stop her advancement.

Rarity whimpered like a sad puppy when Sunset stop her from worshiping her dick.

"I know, Rarity I know and I'm sorry. I just wanted to asked you something real quick and you can have your way at my dick all you want."

Rarity calm herself so she can pay attention to what Sunset had to say. "What is it, darling?"

"After you get me off and if you're still up for it....I want to suck your dick!" Sunset said. Rarity open her mouth to protest but Sunset stop her before she could speak. "Its not exactly for the reason that you think. I want to use your dick as practice before I go and asked Octavia could I suck her's."

Rarity smiled. "But of course, darling, I understand how you feel, you're not the first to fall under Octavia’s spell and you won't be the last. She'll no doubt be expecting you....hmmmm! And since the three of us share the same free period, you could meet us at the library tomorrow."

"Sounds like a plan." Sunset leaned back against the wall the same way Octavia did earlier. Getting herself comfortable. "Now hurry up and suck my dick you fucking whore." She growled.

"With pleasure." Rarity said as she began to worship that horse cock once again, and since neither girl had any plans. They had all the time in the world to enjoy themselves.

The next day deep in the back of the school library. Octavia was making good on her promise to Rarity. The purple hair teen sat in a chair, both her skirt and panties were toss to the side, as she sat there enjoying the fruits of her labor as Octavia sucked her cock, bobbing her head up and down as she tries to get the whore to cum.

Sunset stood close by watching the two go at it. Rarity didn't try to keep her voice down, as they were so far deep in the large library no one could hear them unless they were close enough.

"ahh, mmmmm, oh darling you're amazing." Rarity moan. "Ohhh fuck! I'm getting close."

It only been five minutes since they started and Rarity was finally ready cum. Which was good cause it gave Sunset time to do her thing.

As Sunset watch, a few questions pop into her head about Rarity. She wondered just how big of a whore she really is. Does she only do blowjobs or does she let others fuck her as well? All questions she'll asked her about later.

"OHHH GOD, I'M CUMMING!" Rarity bellowed as she came in Octavia mouth. The cellist wasn't as good a cock sucker as Rarity, she couldn't take her large cock all the way down her throat like she could, but Rarity didn't care. The fact that Octavia was sucking her off was hot enough.

Although she couldn't deepthroat Rarity dick, Octavia can still swallow her heavy load with ease. Gulping down each cum shot before it could overflow in her maw. After a few moments Rarity stop cumming, leaning back in the chair panting heavily as she try to catch her breath.

Octavia swallowed the last of the creamy substance and dutifully cleaned Rarity cock before releasing it from her mouth and standing up. She grab a few tissues from a tissue box on the table and used them wipe the spit around her mouth off before tossing them in a nearby trash bin.

"I say their always something exciting about being a whore for a whore." Octavia said. She wasn't really a whore but she does enjoy pretending to be one whenever she suck off Rarity.

"And I enjoyed every second of it darling." After a quick rest. Rarity got up, grab her discarded clothing, and got redress. After which she'd grab her belongings and made her way to leave. Sorry to fuck and run, but I promise Cheerilee that I'll suck her off after this and our free period isn't unlimited. So Ta Ta for now." She said as she left. Sunset and Octavia said their goodbyes and soon the two of them were left alone.

"She's right you know. So let's not waste any time. I know what you came here for Sunset and I'm gonna give it to you." Without any hesitation. Octavia unfastened her skirt, letting it drop to her feet before kicking it away. Sunset eyes widen as she stared at the large bulge, barely being contained by the fabric of her purple undergarments.

"Like what you see, dear?" Octavia asked. Waveing her hips side to side, making the bulge in her panties bob around hypnotically. The longer Sunset stared at it, the more excited she felt, as the object inside pulse with life, throbbing periodically and stretching the fabric of her underwear ever further. Sunset responded to Octavia question with a simple nod. "Well don't just stand there. Get over here and take my panties off."

Sunset did what she was told, as she step forward still staring at the large bulge. She didn't hesitate as she drop to her knees, bringing her face ever closer to the hulking protrusion in Octavias dark-purple panties. She noticed a wet spot on the girl’s undergarment, a spot that was rapidly growing larger just before her eyes. Sunset could feel her own cock threatening to burst out of her pants.

Sunset could smell the strong musk coming from Octavia crotch. It was both addictive and satisfying. She was beginning to understand why Rarity love smelling people balls so much.

Sunset raised her hands, moving them to the hems of The cellist panties. Octavia took Sunset hands into her own, placing them on her hips with a suggestive smirk. With Octavia hands guiding hers, Sunset slowly began tugging the cello player panties down.

The girl’s fat black cock sprung enthusiastically from her panties, almost hitting Sunset in the face. She was just out of reach when that heavy fleshy log swung out in front of her. But she was not out of reach of several large droplets of precum that Octavia's tool spewed out while violently bobbing around. She winced a little when they hit her face, but did not bother cleaning the sticky liquid up. After all she'll probably get even more dirty soon enough.

Octavia grab her cock with one hand and pointed the tip at Sunsets lips. “How about a kiss, dear.”

Octavia waved her cockhead in front of the teen girl face, demanding her to makeout with it. But Sunset didn't care, she wanted this and was more than happy to do it. Sunset simply push her head forward and for the first time place her lips on the firm fleshy surface of Octavia’s cock. The addictive taste of cock and pre spilled into her mouth, instantly rewarding Sunset with its wonderful taste. Her own shaft jerked needily in her pants as she madeout with that beautiful pillar of flesh.

Octavia moved to sit down in a chair. Sunset moved with her, with her lips wrap around the head of that gorgeous cock.

Once Octavia sat down. She spread her legs wide and placed her hand on Sunsets head, stroking it tenderly. "Ok dear, enough playing around. Hurry up and get to sucking." Sunset nodded and began bobbing her head as she suck that beautiful cock.

"Now remember dear. I don't expect you to be as good as Rarity." Octavia said. "So don't try and push yourself into doing things you can't handle. Nnnghh, I promise I'll let you suck my dick anytime you want so can get more practice. Mmmm, so for now just have fun and enjoy yourself, ahhhh!"

Sunset heard Octavia advice and just settled to sucking what she could fit in her mouth and popping off to lick both the shaft and balls.

So for the remainder of their free period. Octavia sat there as Sunset worship her cock.

By the time Octavia came they had five minutes left before the next bell ring. Sunset was surprised she could swallow majority of the cellist load, but couldn't drink it all. So Octavia shot the rest of her spunk into the trash bin.

Once the two were done they cleaned themselves up, Octavia got redress, they said their thanks and goodbyes before heading to their next class.

To be continued in the sequel.

Author's Note

Sorry about the rush ending I'll write a more detailed version of Sunset sucking off Octavia someday in a bonus chapter. If anyone wants that.

I just really wanted to finish this story, so I can work on my other stories.

Again sorry for the rush and I hope you enjoyed the story.