Sea Swirl planted her hooves firmly on the blue toned earth pony flanks in front of her, licking away at Shoeshine’s dripping cunt as the other mare stuffed her face into the pillow to muffle her pleasured moans and cries as Sea Swirl worked her magic.

“Buck!” Shoeshine snarled into the pillow and grabbed the bed sheets with her hooves as Sea Swirl occasionally rubbed her horse shoe cutie marks lovingly.

Sea Swirl made a purring sound as she circled the wet lips of the blue mare in front of her with her tongue and she savored the slightly salty, pineapple flavored mare cum on her tongue.

“S-Sea,” Shoeshine panted and draped her tail on Sea Swirls back. “Clit, please.”

Shoeshine’s clit winked out of her puffy lips and Sea Swirl wrapped her lips around at and sucked, causing the blue mares jaw to drop in a silent scream, tossing her head back.

“Fuck!” Shoeshine cried out happily and pushed her flanks harder against Sea Swirls face. “Please don’t stop. Keep going. I’m close, so close.”

Sea Swirl ignited her horn, using her magic to slam Shoeshine’s face into the pillow to muffle her ecstatic cries.

Sea Swirl was all too happy to keep pleasing the mare in front of her as she kept licking, probing and sucking away the memory of Sassaflashs rejection early in the day.

Sea Swirl trotted happily down the road, a box of chocolates and a bouquet of red roses that she knew Sassaflash loved. Today was the day Sea Swirl had planned on confessing her love and she hoped it was reciprocated.

Sea Swirl knocked on the door of her long time friends house and it opened as she raised an eyebrow. That wasn’t necessarily normal for her normally cautious pegasus friend.

“Sassy?” Sea Swirl called out and hid a smile. “You here?”

Sea Swirl faintly made out a gagging sound coming from a room and she shrugged, trotting forward as she pushed it open with wide eyes.

Sassaflash was laying on her bed in front of Noteworthy, pushing her muzzle down his length as Sassaflash occasionally gagged.

“Ah fuck,” Noteworthy panted and rested a hoof on her head. “Like that.”

Sea Swirl stood in stunned silence as her friend deep throated him again. She wanted to move, to run, yell, something but she found herself stuck in place. Sassaflash only increased her speed, her muzzle stopping at the base of Noteworthys cock and Sea Swirls nose twitched with the scent of a stallions arousal.

Sea Swirl watched as Sassaflash deepthtroated him one last time and Sea Swirl quickly came to the conclusion he was cumming. Sassaflash slid the cock out of her muzzle and opened her mouth after swallowing and she grinned at him as white strands of cum shot out onto her tongue and face.

“Tastes good,” Sassaflash purred as she licked the cock in front of her clean. “Why don’t you shoot your load somewhere else, eh?” Sassaflash spun around and lifted her flanks up only to stare at Sea Swirls stunned expression. “Sea Swirl?”

“What the hell?” Sea Swirl stammered and she licked her lips slowly. “I came here. To tell you I love you and you’re fucking my childhood friend.”

Sassaflashs jaw dropped and she looked at the heart shaped box and flowers in Sea Swirls purple aura, hovering in the air.

“I’m sorry,” Sassaflash whispered as Sea Swirl felt her eyes getting wet with tears. “I did love you. I was waiting for months for you to make a move. When you never did, I thought all those signs were just me imagining things. I never knew you reciprocated.”

“You never even bothered to make a move yourself? I know you’re cautious and afraid of ponies but sheesh,” Sea Swirl rolled her eyes and flung the flowers with the chocolates to the ground as the three watched the flower petals float to the carpet. “Have fun screwing him. I need some time alone to think. Enjoy the chocolates, Sassaflash.”

“Cumming!” Sea Swirls thoughts were cut off as Shoeshine cried out and a sticky liquid dripped out onto her eager, awaiting tongue. “Ahhh, hah- ha.”

Sea Swirl didn’t stop licking until the cunt in front of her was clean entirely and Shoeshine rolled onto her back, panting as she gazed at Sea Swirl lovingly.

“Come here,” Shoeshine whispered and held out her hooves. Sea Swirl wasted no time climbing in between her legs and felt herself being embraced in a hug. “You know, when I woke up, getting my mare bits licked out like that was not what I had planned.”

“Yeah well,” Sea Swirl giggled softly and ignored her own dripping pussy. She would definitely be masturbating like crazy when she got home. “I needed a distraction, you needed some love.”

“And you gave me plenty of love,” Shoeshine rested her head on her mates shoulder. “What happened?”

Sea Swirl took a sharp intake of breath before explaining everything to her. Every last detail and Shoeshine to her credit was very good at listening.

“I’m so sorry,” Shoeshine whispered into her ear, rubbing her back slowly with her hoof. “I was really rooting for you two. Fuck her and fuck Noteworthy. Least they could have done is told you they were dating.”

“I know,” Sea Swirl sighed and dropped her head against Shoeshines chest, a few drops of her arousal dripping onto Shoeshine’s thigh and the mare smirked.

“Well, somepony is still turned on?” Shoeshine teased and Sea Swirl blushed. “I guess the proper thing to do would be to return the favor, don’t you say?”

“I’d say yes,” Sea Swirl grinned widely and rolled onto her back off the mare and crossed her legs as she watched Shoeshine slid off the bed to her closet.

Her tail flagged, waving side to side to show her pussy and tail hole as Sea Swirl felt the tingling between her legs get even more intense, if that was possible.

“Aha!” Shoeshine announced and held up the sex toy she was looking for. “I just bought this yesterday. Never used. You okay with this?”

Sea Swirl nodded slowly as she watched the other mare strap on the toy and Sea Swirl spread her legs open invitingly, putting her dripping sex to her partner.

The purple unicorn groaned softly as she felt the head of the toy brush against her sensitive pussy.

“Normally, I’d get you wet enough but I’d say you did that on your own,” Shoeshine chuckled anxiously and Sea Swirl snickered. Shoeshine secretly was a bit worried about using a strap on with the other mare. She had never used one on a pony before, only having them used on her. And she definitely didn’t want to harm Sea Swirl in any fashion.

“Take me,” Sea Swirl whispered and gazed into Shoeshine’s eyes. “Help me forget today.” Shoeshine nodded warily and laid ontop of her, the tip pressing against Sea Swirls wet entrance and the time seemed to move slowly before Sea Swirl felt the tip slowly penerate her. “Ahhh.”

Sea Swirl gave a soft hiss as Shoeshine grunted. Sea Swirl was tight and Shoeshine could barely move, even with all the natural lubricant Sea Swirl had produced.

Sea Swirl closed her eyes contently as Shoeshine continued slowly filling her. Sea Swirl could feel the tingling between her legs fade away slowly by the feeling of the fake cock pushing inside her.

Sea Swirl opened her eyes and looked down. The cock was half in and her stomach had a bulge, helping her pinpoint exactly how deep Shoeshine was.

“You good?” Shoeshine paused her pushing and Sea Swirl nodded.

“Yeah. Keep going, fill me. I wanna see how much it makes my stomach bulge,” Sea Swirl confessed and her face flushed as she stared up lustfully at Shoeshine and Shoeshine was certain her own eyes shared that same hunger.

Shoeshine leaned over Sea Swirl, her mane falling over onto her chest and she bucked her hips forward a bit more aggressively and Sea Swirl bit into her foreleg to keep quiet.

“Ahhh!” Sea Swirl shouted and bucked her hips up to shove the rest of the strap on inside her, the molded medial ring popping past her tight lips and she groaned. She hadn’t ever felt this full. None of her own sex toys had ever made her feel this way. “F-fuck.”

Sea Swirl felt Shoeshine pull back slowly and push back inside. Sea Swirl grunted and her body trembled slightly. Shoeshine maintained a steady, slow pace of thrusting in and out.

Sea Swirl wrapped her hind legs around her and made loud cries mixed with moans and other cute sounds that really got Shoeshine going.

“Harder,” Sea Swirl made eye contact with Shoeshine. “Please. I need it.”

Shoeshine examined her mates beautiful raspberry colored eyes that was full of lust and hunger before nodding.

“Haaah,” Sea Swirl breathed out erotically as Shoeshine started thrusting harder, panting softly herself from exertion and she started sweating. She watched the toy sliding in and out her before moaning loudly, flinging her forelegs around Shoeshine and the mare fell on her, continuing to thrust in. “Shoeshine, harder.”

This is definitely my kinda mare, Shoeshine thought to herself as she pulled back to just the tip and slammed in again hard.

Sea Swirls entire vision exploded with stars and white as she tossed her head back with a scream that echoed throughout the house.

“Faster, please. Buck yes, buck me,” Sea Swirl pleaded as Shoeshine maintained her rough fucking of the mare, letting out a growl.

“Enough talking,” Shoeshine growled in her ear before pressing her lips to Sea Swirls. Sea Swirl eagerly returned the kiss, moaning as she continued to see stars behind her eyelids. Shoeshine could taste her own cum on her lips.

Shoeshine and Sea Swirls tongues fought for dominance and the right to explore each other’s mouths, Sea Swirl pushing over Shoeshine’s.

“Mhhhh,” Shoeshine groaned into the kiss as her face flushed.

“Oh, buck!” Sea Swirl screamed as Shoeshine pushed against her cervix. “I-I’m cumming!”

Shoeshine could feel her own orgasm approaching and she abandoned her pace, thrusting with no rhythm into her friend as Sea Swirl let out loud, rapid shrieks. Shoeshine felt the other mares cum spraying against her hind legs as she sank inside one more time, her strap on releasing strands of fake cum inside Sea Swirl and the mare purred softly at the warm feeling.

“That was amazing,” Sea Swirl mumbled and felt unfortunately empty as Shoeshine pulled out, shuddering and panting from her own orgasm.

“Y-yeah,” Shoeshine agreed and collapsed next to her. “Can you stay the night? I don’t wanna sleep alone.”

Sea Swirl knew that was a bad idea. She never stayed the night with the ponies she slept with. This was just to help her get over today. But one look at the desperate look Shoeshine gave her told her that her decision was already made.

“Yes.”

And if she was lucky, Shoeshine would rail her again in the morning.

Author's Note

I wrote this entirely by myself. King will be focusing on the other, non sexual chapters. The chapters he writes will be credited to him.