SUNSET SHIMMER'S VICTORY LAP

In the orange-red glow of the setting sun, a sleek black motorcycle with purple flame decals coasted to a stop in a covered parking space outside a small apartment building. There were only six apartments, all of a medium size; the building's worn sandstone facade was constructed in a distinctly Southwestern style. Each apartment had its own veranda with an intricate, eye-catching wrought iron balustrade. The stairs leading to the second floor were broad and made of dark red bricks. The same dark red bricks surrounded flowerbeds that covered the property, in which shrubs and flowers and interesting plants flourished.

"So this is where you live," Twilight Sparkle said as she gingerly slid off the back of the motorcycle. "Ow. Ow. Butt. Ow."

Sunset Shimmer laughed. "Yeah, riding takes some getting used to," she said.

Twilight shook her head. "How do you stand riding that noisy, scary thing?"

"It's fun," Sunset said as she lowered the kickstand. Jingling her keys, she dismounted the bike. "Come on up. I'm on the second floor." She snagged the backpack containing their bikinis, T-shirts, and running shoes—as well as their prizes from the bikini marathon—off the bike, slung it over her shoulder, and headed for the stairs. Twilight followed a step behind her.

"So, what did you want to talk about?" Twilight asked.

"Nothing in particular. I just..." Sunset shrugged as she unlocked her front door. "Every time you've come to this world, it's been the whole big group of us, you know? I've...never really gotten to spend any time with you one-on-one. I thought it'd be nice, you know?"

Twilight smiled. "Why didn't you say so sooner? I'd have come by long before now."

"I didn't really feel comfortable asking," Sunset said as she opened the door and fumbled for the light switch. "I mean, I'm still getting used to the whole friendship thing, really...I usually just, you know, hang out with the group wherever. It's hard for me to ask my friends to spend time with me."

They walked inside, and Twilight looked around. "Wow. You've got a really nice place." The furniture was all black leather and very tasteful, with dark red wood end tables and a black lacquered coffee table placed in front of the leather sofa, a comfortable-looking swivel rocker stationed at either end. A flatscreen TV hung on one wall, wires trailing down into various electronics on a set of shelves beneath it. Across the room from it was a tall set of shelves full of books, knick-knacks, and awards. A desk with an all-in-one computer stood next to this, with a simple office chair and wastebasket stationed nearby. At the rear of the living room, separated by a bar with a faux granite top, was a small, well-appointed, spotlessly clean kitchen. To the left of the kitchen, a hallway led further into the apartment.

Sunset collected her mail from the brass box hanging just inside the door, then walked over to the bar to set it down. "Make yourself at home," she said. She set the backpack down in the corner of the living room, then stripped off her leather jacket and hung it in a small closet. She pulled her boots off and set them inside the closet, then walked over to one of the chairs and flopped down.

Twilight sat down in the other chair, pulling her boots off and setting them aside. She wiggled her toes, staring at them curiously. "I'll never get used to having these," she said.

Sunset giggled. "Yeah, toes are pretty much the weirdest thing about being human," she said. She grimaced. "Well, and periods."

"Periods?" Twilight asked curiously. "What's so weird about punctuation? Aren't they the same here as—"

"Not that kind of period," Sunset said.

"Oh. So...what kind of period?"

Sunset pulled a sick face. "Pray you don't ever stay in this world long enough to find out." At Twilight's confused expression, she sighed and elaborated, "It's...what happens to human girls instead of estrus."

Twilight's brow furrowed. "So it's...heat?"

"Not...exactly," Sunset said. "Human girls don't go into heat, it's more...cyclic. Kind of..." She trailed off, shook her head, then got up and walked over to her computer desk. After a few seconds, she motioned Twilight over. Twilight leaned down and read the webpage Sunset had opened on her computer. Her eyes widened. "Holy horseapples, that's...that's GROSS!" She stared at Sunset. "You...?"

"Yep."

Twilight stared at the screen again, then back at Sunset. "Every month?" she asked quietly.

"Yep."

Twilight looked at the page again, then back at Sunset. "Really?" she asked in a small voice.

Sunset sighed. "You get used to it." She shrugged. "It's the price of admission, I guess."

"And I thought breasts and toes were weird," Twilight muttered, shaking her head. "If that happened to me, I'd think I was dying."

Sunset laughed mirthlessly. "That's exactly what I thought the first time it happened to me," she said. She smirked. "Speaking of breasts, I wonder if Flash Sentry got a good look at yours."

"Everybody did," Twilight said, shaking her head. "I mean, we did strip ourselves at the finish line, so..."

"Yeah, but we weren't, err...on display so much as some of the other girls," Sunset said. "And now that I think about it, I don't remember seeing Flash in the crowds."

"There were a lot of people, and we were running most of the time."

"True." Sunset smirked. "Still, you'd think with you in the race, he'd have been up front and ready for the show." She headed into the kitchen, rummaging around in the fridge and pulling out two sodas. "Geez, what a day," she said as she placed the drinks on two coasters and sat down on the sofa. Twilight sat next to her. Sunset picked up the remote and turned on the TV, flipping through the channels. "I can't help but feel like some kind of mass hysteria happened today. There's no other explanation for Applejack and Harshwhinny doing what they did, or..." She snorted. "Or Rainbow Dash going down on Soarin in front of everybody."

"Going down on?" Twilight echoed, tilting her head.

"You know, sucking him off? Giving him head? Fellatio?"

"Oh," Twilight said. "Wait...she DID that? She had his...in her mouth...?"

"Yep."

Twilight blushed. "And everybody saw her do that?"

"Well, she did it in front of a huge crowd of people, so..."

Twilight buried her face in her hands. "Oh my gosh..." She shook her head.

"Yeah," Sunset said. "I mean, I knew she liked him, but damn." She shrugged. "But like I said, everybody was acting crazy today."

"Yeah, even I noticed that." Twilight frowned. "And what was up with Fluttershy? I just can't believe Fluttershy would—"

Sunset let out a very horselike snort. "Yyyeah, I don't know what your Fluttershy is like? But this Fluttershy is the biggest troll in Canterlot. Her whole shy and quiet and scared thing is an act. Let your guard down around her and she'll own you."

"Seriously?"

Sunset shrugged. "She won the marathon, didn't she?"

"Weird." Twilight took a sip of her soda. "I still don't really understand what the big deal about breasts is, though," she said. "I mean, I don't get this world's whole nudity taboo in general, but..." She shrugged. "I mean, it's something everybody has, so why are you all so...worked up over it?"

"Well, it's..." Sunset paused, frowning. "It's just...it's an intimacy thing. It's all about, y'know, sex and arousal and..."

"But...they're mammary glands, aren't they?" Twilight asked. "At least, that's what I got off that web thingy. I don't get what they have to do with..." She blushed. "That. I mean, besides the obvious."

Sunset studied her, pursing her lips. "Take off your shirt," she said.

Twilight blinked, but stripped off her blouse.

"And your bra."

Confused, Twilight fumbled with the catch on her plain white bra, removing it with some difficulty. Her average-sized breasts bobbled for a moment as she set her clothes aside. "Okay?"

Sunset turned Twilight to face her, then gently cupped her breasts in her hands. She kneaded them for a moment, keeping her eyes focused squarely on Twilight's. Twilight blinked, a faint heat creeping up into her cheeks. "Uhh...Sunset? What..."

Sunset seized Twilight's nipples with her thumbs and forefingers and gently tweaked them. Twilight gasped. With a smirk, Sunset lowered her head, taking one nipple in her mouth and suckling it gently, swirling her tongue around the areola. Twilight stiffened up, a shiver running through her body as her breath hitched.

Sunset sat back. "Do you get it now?"

Twilight's face was beet red as she hastily grabbed her shirt and threw it back on. "Umm...kind of," she squeaked.

"Guys are obsessed with our tits," Sunset said. "You'd be surprised what a girl with big tits can get away with in this world."

Twilight eyed Sunset's chest. "You mean...like you?"

Sunset ducked her gaze. "Yeah," she said. "Once I figured that out, I...took advantage of it, more than once. I never did anything I can't live down or get over, but...let's just say these are pretty much THE reason Snips and Snails did whatever I said." At Twilight's revolted look, she hastily added, "I never SHOWED them to them, or let them...gah, no!" She shuddered. "I just...you know...used my chest for emphasis." She shrugged. "Every girl does it at some point. Hell, Rarity's the expert on it."

"Really?" Twilight asked in a small voice. "Wow." She ducked her head. "Though, I guess...Rarity doing that here doesn't really surprise me. I mean..." She squirmed in her seat. "Back home, Rarity...well...she does use her beauty to get ponies to do what she wants a lot. Especially Spike."

"Rarity seduces your dog?"

"Dragon! Spike's a dragon back home."

"Oh, right. Forgot." Sunset took a swig of her soda. "How does that even work, a pony seducing a dragon?"

Twilight shrugged. "Spike's had a crush on Rarity ever since we moved to Ponyville. It's never going to go anywhere, but..." She frowned. "It doesn't seem to stop Rarity from taking advantage of him."

"Yeah, that sounds like Rarity," Sunset agreed. She tilted her head. "Is...is there even any way a pony and a dragon could...y'know...mate?"

Twilight shuddered, turning faintly green. "Gah! I don't even want to THINK about that! Ew, ew, ew..."

Sunset laughed. "Sorry, just asking." She kicked her bare feet up on the coffee table and stretched her back.

After a long, awkward moment, Twilight asked, "Did you ever do that with...with Flash?"

"What, have sex with him?"

"No, I meant...that seducing him thing..."

Sunset shrugged. "Not really. I watched him for a while before I put the moves on him. He didn't seem the type that'd respond to that."

"Oh." Twilight sounded relieved.

"I never had sex with him either," Sunset added.

"That's...that's good to know," Twilight said. Her face burned crimson again.

Sunset eyed her with amusement. "Talking about sex really embarrasses you, doesn't it?"

"No! Well...maybe..." Twilight shrank into herself, poking her fingertips together. "I...just..." She blushed. "I...don't..."

"You've never been with a stallion?"

Twilight shook her head.

"Have you ever even had a boyfriend?"

Again, Twilight shook her head. "Flash Sentry is...is my first crush," she said.

Sunset laughed. "I see." She stood up, stretching. "Listen, I'm gonna go change, okay? I'll be right back."

"Okay." Twilight turned her attention to the television as Sunset left the room.

Several minutes later, Sunset walked back in, wearing short shorts and a loose T-shirt. "There, I feel better," she said. She walked over to the bar and collected her mail, then sat back down next to Twilight and started sorting it. "You could get changed too if you want," she said. "I've got some more comfortable clothes back there. You're staying the night, after all."

Twilight smiled. "Yeah, I think I'll do that." She stood up, collecting her discarded bra with a blush. "I guess I'll need to put this thing back on..."

"Eh, don't bother," Sunset said. "I took mine off. It's just us girls, after all."

"R-right," Twilight said.

"Second door on the left," Sunset said, pointing down the hall. "Bathroom's right across from it."

"Thanks."

When Twilight returned, dressed similarly to Sunset, she found Sunset putting some of her mail in her desk drawer, while tossing most of it in the wastepaper basket. Sunset sighed. "I hate junk mail," she said.

"This world has it too?"

"Ohhh yeah." Sunset toyed with some of the knick-knacks on her shelves. "So, what do you want to—"

The doorbell rang.

"Well, I wonder who that could be!" Sunset said brightly. She walked over to the door, unlocked it, and opened it. "Why, Flash! How nice to see you!"

Twilight's eyes widened. She stared past Sunset, tugging anxiously at the hem of her shirt. Flash stood on the veranda, a large pizza in one hand and a six-pack of sodas in the other. "Hey," he said. He looked past Sunset and blushed. "H-hey, Twilight."

"Flash! Hi! I wasn't expecting to see you tonight..."

"Huh? But..." He glanced at Sunset. "You called me, asked me to come over, said..."

"Come on in!" Sunset said hurriedly. "Oh look, you brought pizza! That's so thoughtful of you! Isn't it, Twilight?"

Twilight pursed her lips, brow furrowing as she narrowed her eyes at Sunset. "Sunset Shimmer? What's going on here?"

"What's going on here is I thought you might like Flash to drop by for a little bit," Sunset said. "You are happy to see him, right?"

"W-well...of course, but—"

"Then let's sit down, enjoy this pizza, and have fun!" Sunset said, clapping her hands together and padding off to the kitchen.

Flash sat down on the sofa, placing the pizza and drinks on the coffee table. A blushing Twilight sat next to him, toying with her hair. A minute later, Sunset returned with paper plates and three plastic cups full of ice.

Once everyone had a soda and a slice of pizza, Sunset asked, "So Flash, did you enjoy today's marathon?"

Flash choked on his pizza, eyes wide. "Uhh...what marathon? Was there a marathon? I don't—"

Sunset laughed. "You still suck at that, you know," she said. "It's okay, really. Pretty much every guy in Canterlot is going to hell after today, so there's no point in pretending you didn't see everything."

Flash blushed furiously, pounding on his chest and coughing. "Uhh...yeah," he said. "Yeah, I saw." He glanced at Twilight, then ducked his head. "So..."

"Did you like," Twilight said in a sudden, breathless rush, "umm...what you saw?" she finished timidly, voice quavering.

"Uhh..." Flash's eyes flickered to her chest, then to Sunset's, then down to his plate. "Uhh..."

Sunset rolled her eyes, set down her plate, leaned forward out of her chair, and stuck her hand right in Flash's lap, giving him a squeeze. "Yep, he liked it," she said.

"GAH! Sunset, what the hell?" Flash squeaked, jerking away from her. Sunset threw her head back and laughed as she returned to her seat.

"Sunset, what did you just DO?" Twilight demanded.

"Oh, just checking," Sunset said with a catlike smirk.

"Is that why you called me over here?" Flash asked. "To embarrass me?"

"No, that's just one of the perks," Sunset said. "I actually did call you over for a reason, but I'll tell you after we eat. For now, just be happy you're getting to spend some time with Twilight."

Flash frowned, unconvinced, but went back to eating his pizza. Next to him, Twilight looked back and forth between them, brow crinkling as she ate.

As Sunset reached for her second slice of pizza, she asked casually, "So, Flash...who has the best tits in Canterlot, in your opinion?"

"GAH!"

"Sunset, stop that!" Twilight said.

"What? I'm just curious," Sunset said. She looked at Flash. "Well?"

Flash broke out in a nervous sweat. "Uhh..." He looked between the two girls and gulped loudly. "Geez, what...what is this..."

"You won't upset either of us," Sunset said. "I'm really just curious what you think after today. I mean, you saw pretty much everybody's." She tipped back her cup and drank deeply. "Well?"

Flash tugged at his shirt collar. "W-well..."

"And be honest," Sunset said.

"Erk." Flash picked at a slice of pepperoni on his pizza. "W-well...if I'm gonna be honest...Adagio Dazzle. I mean, she's not very nice and I totally wouldn't, y'know, even talk to her, but..." He ducked his head sheepishly. "She's...yeah."

"Adagio? Seriously?" Twilight asked.

"Hmm. Yeah, I can see that," Sunset said. "I mean, she's got pretty serious curves."

"B-but that's not...I mean..." Flash stammered. Clearing his throat, he said, "Just because she looks like that, it...it doesn't mean she's got anything else going for her. And...and it's what a girl's like on the inside that really matters, you know?"

Sunset raised an eyebrow. "Me and Twilight are both ponies on the inside."

Twilight giggled at the weird, contorted face Flash made at that. "O-okay, maybe the outside is...kind of important?" Flash suggested hesitantly. At this, both Twilight and Sunset lost it, doubling over and laughing. Flash frowned. "Yeah, you just called me over here so you could mess with me," he grumbled sourly.

Sunset wiped tears of laughter away from her eyes. "N-no," she said. "I...I didn't, really," she said. "W-well...maybe a little. I can't help it, you and Twilight are both so much fun to tease!"

Twilight groaned, burying her face in her hands. "You're as bad as Discord, I swear," she muttered.

Sunset paled. "Twilight! That's...that's a horrible thing to say!" Her eyes started to fill with tears. "Just because I...I wanted to tease a couple of friends...you'd compare me to that horrible monster?"

"Ack! That's not what I meant!" Twilight said defensively. "I mean...he pulls stuff just like this ever since we set him free and reformed him."

Sunset blinked. "Wait...Discord's free? Whose stupid idea was that?"

"Celestia's."

Sunset's jaw dropped. "Has she gone completely insane since I left Equestria?"

"I wonder that myself sometimes," Twilight admitted. "But...Discord's behaving himself. Well...behaving himself by his standards. These days, he mostly just mildly annoys me and my friends from time to time."

"Who's Discord?" Flash asked.

"God of chaos," Sunset said. "He plunged our world into darkness and tormented ponykind a long time ago. Our princesses turned him to stone."

"He broke free a couple years ago, tried to turn me and my friends against each other so there'd be nobody to stop him from taking over Equestria again," Twilight said. "We defeated him and sealed him away again, but Celestia decided to try to reform him. He's been free since about...I dunno, three or four weeks before I became a princess?" She shrugged. "He's actually been helpful a couple of times, in his own way...even though he's an annoying jerk."

Sunset shuddered. "THE Discord. Is free. I...I'm gonna have nightmares about that."

Twilight shrugged. "In all honesty, he's not remotely the worst thing we've had to deal with back home."

"Well, you'll have to catch me up on all of...that kind of stuff...later," Sunset said. She licked grease off her fingers. "If we get too deep into talking about Equestria right now, I'm liable to forget the real reason I invited Flash over."

"Ah, so now we're getting to it," Flash said. "I know you're trying to change your ways and all now, Sunset, but..." He crossed his arms. "It's still pretty hard for me to trust you."

Sunset looked down, lips pursing in a pout. "I know," she said softly.

"So...?" Flash prompted.

"Oh! Well..." Sunset got out of her chair and moved over to the couch, sitting on Twilight's other side. "I just found out that our cute little princess here is pure and innocent."

Twilight's face turned red. "Gah! Sunset!"

Flash shrugged. "This surprises you? I mean..." He blushed. "Twilight's just so...so wholesome, I thought it was obvious."

Twilight started playing with her hair, a silly smile on her face. "Flash..."

"And she's so naïve about her own body," Sunset said. With a catlike smirk, she said, "You know, if she hadn't come through the portal wearing clothes, she'd probably have wandered around CHS naked? Nudity isn't exactly taboo where we come from."

Flash blushed furiously as he looked at Twilight.

"And after today's...events...I had to teach her why exposing our breasts is such a big deal," Sunset continued. Even as she said this, she started to lightly, playfully fondle Twilight through her shirt. "Her reaction was so adorable!"

"GAH! HEY!" Twilight cried, swatting Sunset's hand away. "Bad touch! Bad touch!"

Flash's eyes widened. "Uhh..."

Sunset wrapped her arms around Twilight and grinned wickedly. "So I thought...maaaaaybe...Twilight might enjoy a practical lesson on human anatomy. Especially human sexual anatomy."

Flash's pupils shrank to pinpricks. All the blood in his face promptly went elsewhere.

"S-Sunset?" Twilight asked shakily. "Wh-what...what are you..."

"Lesson number one!" Sunset said brightly as she stood up, moved over to the other end of the couch, and plopped down next to Flash. "Boys have a penis!" She unbuttoned and unzipped Flash's pants and spread open his fly, then wrangled his stiff manhood out of his underwear.

Twilight turned into a cute, violet-haired tomato. "GAH! What—!"

"S-Sunset?" Flash squeaked out.

"I know it's a little different from what you're used to back home," Sunset said conversationally as she ran her hand along the length of Flash's dick.

"I'm not used to ANYTHING back home!" Twilight cried.

Sunset grinned. "Go on. Touch it. You know you want to."

"I...!" Twilight's eyes flicked from Flash's deer-in-the-headlights expression to his hard, throbbing penis. She swallowed heavily. Hesitantly, she reached out a hand and touched it. "Eep," she squeaked. "It's...it's hot..."

"Here, like this," Sunset said, wrapping her hand around Flash's dick and stroking it from base to tip. She let go, allowing Twilight to repeat her motion. Flash let out a low groan.

"Umm...wow," Twilight said. She looked up at Flash. "Is...is this okay?" she asked timidly.

"Uhhh...huuuuuuuh," Flash grunted.

"Flash," Sunset said silkily, "I think Twilight might let you play with her tits if you ask."

"Uhh...tits...? Twilight's...?"

Twilight ducked her head. "Umm...well..." With her free hand, she played with her hair. "I...I guess...maybe...?" Gulping, she stripped off her shirt, then went back to curiously stroking Flash's dick. Flash let out a soft gasp, then wrapped an arm around Twilight, gently cupping her left breast and kneading it. Twilight trembled and let out a hitching breath, closing her eyes and parting her lips.

Sunset smiled as she watched them explore each other. She was so focused on Twilight's reaction that she failed to notice Flash's other arm sliding around her until she felt his hand slide under her shirt and up her back. Before she could register this, he'd taken hold of her right breast and was doing the same thing to her as he was to Twilight. She gasped. "H-hey!"

Twilight looked up, blinking. "Flash...?" she asked.

Sunset sighed and laughed. "Heh...what the hell," she said. "I guess...I set myself up for this..." She stripped her own shirt off, letting her considerably larger breasts bounce free. Twilight's blush intensified as she watched Flash knead Sunset's supple breast.

"O-okay, I may be...naïve...but..." Twilight gulped. "I'm pretty sure this isn't...normal..."

"But are you enjoying it?" Sunset asked.

"Well...kinda," Twilight admitted. She gasped sharply as Flash pinched her nipple, then let out a yelp of surprise as he came, covering her hand in his seed. "Gah!"

"Wow, that didn't take long," Sunset said.

"Eww," Twilight complained. She held up her hand, spreading her fingers wide and studying the mess. "Gross!"

Sunset laughed. "Sex is messy, Twilight." She trailed off as Flash seized her lips in a kiss. "Mmm..."

When Flash drew back, he gave her a smoky look. "You know, back when we were together...I used to wonder if I'd ever get to do something like this with you."

Twilight frowned. Flash turned to her, leaned close, and kissed her as well.

Sunset smirked. "Nice save," she said in a deadpan tone. As Flash broke the kiss, Twilight rolled her eyes, then reached over and smeared Flash's cum all over Sunset's stomach. "HEY!" Sunset yelped.

Twilight smirked at her. "Serves you right," she said, sticking her tongue out.

"Oh, you're going to pay for that, Princess," Sunset growled playfully. She lunged across Flash, tackled Twilight, and kissed her passionately.

"Mmmph?!" Twilight cried into the unexpected kiss, eyes wide. "Mm...mmmmmm..."

Flash stared at the two girls as they made out right on top of him. His eyes drifted down Sunset's bare back to her ass. Swallowing, he grabbed the waistband of her shorts and pulled them down, then did the same to her panties, revealing the supple, round, perfect treasure beneath. He seized a handful of Sunset's ass and kneaded it. She squirmed and wriggled in his lap as she broke her kiss with Twilight.

"Are you sure that's the ass you want to be playing with?" Sunset asked.

"Pretty sure," Flash said. "God, Sunset, your ass is amazing..."

"Well...yeah, you're right," Sunset said.

Twilight looked over Sunset's shoulder, saw Flash playing with her rear, and frowned. "You two...are still broken up...right?"

"Oh, definitely," Sunset said. "But..." She blushed. "Well...even though I invited Flash over to do this kind of thing to you, and...and this whole thing is getting out of hand..." She smiled. "I...actually don't mind..." She glanced back at Flash. "Just...don't forget who you're supposed to be crushing on now, got it?"

"I..."

"Because we're not getting back together," Sunset said flatly. "I wouldn't do that to Twilight. We're just...friends with benefits, okay?"

"I don't have a problem with that," Flash said dreamily as he fondled Sunset's ass. She raised her rear into the air and thrust it back; she let out a ragged moan as Flash started stroking her pussy lips.

"Friends with benefits?" Twilight asked from underneath Sunset. "What's that mean?"

"It means he gets to do things like this to me," Sunset said.

"Oh." Twilight blushed. "Umm...okay..." She ducked her head. "This...this is really awkward..."

Sunset rolled her eyes and started fondling Twilight's breasts. "Yes. Yes it is. But...at the same time...it's kind of exciting." She leaned in and nibbled on Twilight's ear. "Don't get me wrong, I'm not...I'm not gay or anything, but..." She blushed. "For some reason, you're so cute...I just want to make you blush and squirm..."

Twilight stared at her, wide-eyed. "Sunset..."

Flash wriggled out from underneath Sunset, shed his pants and underwear, and knelt behind her. His dick was hard again; he grabbed her ass firmly with both hands and began rubbing his tip along her slit. Sunset let out a hiss of breath. "Oh god," she moaned.

Twilight stared over Sunset's shoulder at Flash. "Umm...Flash? What...what are you...?" She stared, wide-eyed, at Sunset. "I think he's about to mount you!"

"Yeah, I noticed," Sunset said. She gave Twilight a smoldering gaze. "Pay close attention," she said in a sultry tone. "This is the best show you're ever going to see." She then cried out sharply as Flash pierced her with his cock. Sunset lurched forward with the force of the thrust; her breasts swung forward, missing Twilight's face by a hair. "Aahhhhhhh....!" She wrapped her arms around Twilight; her fingernails dug into Twilight's back.

Flash thrust into Sunset again and again; Twilight watched, eyes wide and face red. Sunset moaned and groaned, eyes closed and lips parted. Her breasts swayed with the rhythm of thrusts; hesitantly, Twilight tentatively placed her hands on Sunset's swaying breasts, an unfamiliar, naughty thrill racing through her at the feel of the soft, warm, smooth flesh. Before she was even aware of it herself, she was kneading Sunset's breasts as Sunset had done to her earlier.

After a few minutes, Flash grunted, "Ahhh...I'm...gonna come..."

"Ah! No!" Sunset cried, eyes wide. "Pull out!" She lurched violently forward, then back; Twilight wrapped her arms around Sunset and held her tightly.

Flash pulled out just in time; Twilight watched as several spurts of semen burst forth from his dick, covering Sunset's back and butt. Flash sagged back, panting. Sunset flopped forward onto Twilight.

"Are...are you alright?" Twilight asked Sunset.

Sunset gave her a half-lidded, dreamy stare. "Yeah," she said breathily. "I didn't expect Flash to feel so good inside me..."

"What's that supposed to mean?" Flash asked petulantly. Sunset snickered.

"You...umm...you have...semen all over your back," Twilight said.

"Yeah, I know," Sunset said. Then she began playing with Twilight's hair. She leaned in and gave her a quick, soft kiss. "Your turn," she whispered.

Twilight blinked. "What? My...huh?"

Sunset rolled off the couch, landing on her knees, and flipped Twilight over, grabbing her shorts and panties and pulling them down. Twilight yelped in protest and wriggled around, but soon her bare ass was waving around in the cool air of Sunset's living room. Sunset grabbed Twilight's ass with both hands and fondled it. "Well, this is cute," she said.

"H-hey!" Twilight yelped.

Flash stared at Twilight's small, firm rear. He swallowed. "Oh my god," he breathed. "Twilight..."

Sunset looked at Flash speculatively. "I think you need a minute," she said. "I'll just get her ready for you."

"What...?" Twilight gasped out.

Sunset moved around to face Twilight's rear and began massaging her sex with her thumbs. She leaned in, eyes closed, and licked Twilight's nether flesh.

Twilight yelped. "S-Sunset...what are you..."

Sunset moaned softly as she kissed and licked Twilight's pussy, slowly, gently teasing her swelling lips open with her tongue. Twilight hissed and squeaked as Sunset's wet tongue flicked across her clit, then moaned raggedly as Sunset thrust her tongue inside her sex, probing her inner folds.

"Ohhhh..." Twilight moaned. "S-Sunset...Shimmer..."

Flash watched, eyes wide, his dick getting hard again. Sunset wetly slurped at Twilight's sex, moaning and grunting as she explored her. Her hands roamed over Twilight's ass, back, stomach, and breasts. Twilight clenched her hands into fists, nails digging into her palms; she moaned quietly, gasping for breath.

After five minutes of the most intense sensation Twilight had ever known, Sunset withdrew her tongue and stood up. "She's ready now," she told Flash.

Flash swallowed. "T-Twilight? Is...is this okay...?"

Twilight looked back at Flash, face red. "I...I..." She swallowed nervously. "Y-yes," she squeaked.

"Wait," Sunset said. "Twilight, roll over."

"Huh? But..."

"Trust me."

With a confused frown, Twilight rolled over onto her back. Flash positioned himself atop her, his dick rubbing against her slit. She stared up at him, trepidation in her eyes. Flash guided himself into her, and her eyes flew open. "AHHH!"

"Did...did I hurt you?" Flash asked.

Twilight's eyes squeezed shut, tears leaking from the corners. "It...it hurts," she whimpered.

"It'll be okay in a minute," Sunset promised. "Just...just trust us."

Flash frowned, but thrust slowly into Twilight, then drew back. As he made his second thrust, Twilight opened her eyes. "Oh...oh my..."

Sunset smiled. "How's that, Princess?"

Twilight gasped, letting out a moan as Flash thrust into her again and again, nearly hilting himself. "Ahh....AHHH! Oh...nnngh...AHHH! Flaaaaaaash..."

Sunset sat beside them, holding Twilight's hand as Flash made love to her. She leaned in and gently kissed Twilight, nuzzling her and stroking her hair. Twilight cried out, panted, and gasped, sometimes calling out Flash's name, other times Sunset's.

As Flash pounded harder and deeper into Twilight, Twilight's moans and cries grew more and more ragged. At one point, she let out a ragged whimper of "Shiny". Sunset raised an eyebrow at that, filing it away for later study.

It didn't take Flash anywhere near as long to come this time; it happened suddenly and without warning. Twilight's eyes flew open and she let out a strangled squeak. Sunset gasped, staring up at Flash as he pumped once, twice, three times. Twilight's back arched with each pump, then she sagged into the couch, panting. Flash pulled out, trailing cum, and sagged against Twilight, his head landing on her breasts.

Sunset shook her head and sighed. "When you two can move again, we need to clean the couch." She frowned. "Probably the floor, too..."

"Sunset Shimmer?" Twilight asked quietly.

"Yes?"

Twilight smiled. "Thank you. This...this was..."

Sunset smiled and ruffled Twilight's hair. "Just...don't get pregnant, okay? I don't think either of our worlds is ready for that."

Twilight's pupils shrank to pinpricks. "Oh horseapples..."

Since 5/16/15