It started off as a nightmare; a memory of a time Starsong thought she had left behind long ago.

“S-Starshadow, no. S-s-stop ittt...!”

Starsong tried her hardest to push her sister’s head away from her crotch, the pleasurable feeling of her sister’s tongue on her own pussy not enough to override the horrible feeling of guilt.

Starshadow had made progress; she finally began to recognize Starsong as her sister rather than her mistress, and she was able to move around her own. She had been overwhelmed when her love for her older sister resurfaced and resolved to express it to her in the only way she knew how to anymore...

“No more! I said no!” Starsong tried to plead again, not wanting to scare her sister but knowing all too well she had to put her hoof down. Starsong knew helping her sister recover from... from whatever those monsters had done to her poor younger sister would take time, but this was too much. Starshadow continued passionately licking her sister’s pussy, slowly moving to her swelling clit, then puckering her lips to suck directly on the extremely sensitive button...

Starsong’s eyes flew open as she sat up wide awake, gasping for breath as she took in her surroundings. She breathed a sigh of relief as she found herself not in her lonely apartment, but instead in the warmly decorated room of her sister’s special somepony’s youngest sister. “Apple Bloom’s room.” she said quietly to reassure herself.

Hearing some slight shuffling next to her, Starsong looked over at the still form of the injured pegasus sleeping quietly next to her. ‘Good, I didn’t wake her up. Poor thing...’ Starsong thought as she looked down at Sunset Flash. Careful not to disturb her, Starsong settled back down into bed and closed her eyes to try to fall back asleep.

‘I hate those dreams. It felt so real this time...’ Starsong thought as her hoof brushed the inside of her thigh. She shivered as she felt a familiar wetness down there and memories of Starshadow trying to eat her out flooded her mind. ‘No... I’m not a filly fooler.’

Starsong sighed heavily as she thought back to that afternoon. Starshadow had told her about Sunset and how the mare had been through the same life she and Silver Veil had rescued her from. Watching the way she had been acting around Starshadow and Big Mac, it was plain to see that it was just as her sister had told her. It broke Starsong’s heart to think of another filly going through that for so long and before Starshadow could even get the question out, Starsong had volunteered to help rehabilitate her. But with the task looming over her head she couldn’t help but think back on all the trials she had gone through with her younger sister all those years ago...

Starsong’s thoughts were interrupted when she felt something shifting next to her. She figured it was just the mare next to her tossing in her sleep and resolved to ignore it and get back to sleep herself until she heard a small giggle. She blearily cracked an eye open before her eyes flew wide open in shock when she saw Sunset staring back at her with a troubling smile, broken only when she licked away a trickle of... something... from the corner of her mouth.

“You taste different than Mistress.” Sunset said matter-of-factly before licking her lips once more. “But it’s still delicious.”

While Starsong was stunned and at a loss for words, Sunset quickly wriggled back underneath the sheets with practiced ease and made her way back down to Starsong’s still slick crotch. She quickly resumed her oral ministrations and Starsong’s voice caught in her throat as the pattern Sunset was using was strangely similar to the shameful wet dream she had been having. In fact, it was identical...

“Oh Celestia... that was you, wasn’t it?” Starsong gasped as she realized that her dream wasn’t all her imagination. Sunset didn’t respond verbally but instead repeated her tongue work from earlier, confirming Starsong’s suspicions. The uncomfortable unicorn had to admit that Sunset was definitely more ‘skilled’ than her sister had been back then, but there was no way she could allow this to continue if she wanted to help Sunset. She hadn’t tolerated this kind of activity with Starshadow, and she couldn’t tolerate it now.

“S-stop, get off-” Starsong began to shout as she wound back one of her hind legs. However, she quickly covered her mouth and froze her leg in place as she remembered that not only were there several innocently sleeping ponies in the rooms right next door, but Sunset still had devastatingly permanent injuries. There was no way Starsong would be able to live with herself if she made things worse, let alone injuring anypony, causing her to slowly let her hind leg fall back down. “Please, stop...” she instead pleaded softly.

Starsong breathed a sigh of relief as Sunset slowly stopped and looked up in curiosity. “But... doesn’t Mistress’s sister want to feel good, too?” she said, cocking her head to one side. “I thought Mistress’s sister liked what Mistress’s pet was doing. Am I... am I not good enough?”

The look in Sunset Flash’s eyes and the despair in her voice were sad enough to melt even a windigo’s heart. Starsong was torn, completely at a loss as to what to do. She couldn’t let this act continue, but she couldn’t bear to disappoint Sunset like this either... She knew that Sunset was desperate to please the ponies she saw as her new Masters (though she was a little confused at her calling Starshadow ‘Mistress’) and knew from experience how damaging it would be to reject her now... and she had looked so happy before she had been told to stop. “I... it’s not...” Starsong stammered.

Sunset smiled slightly and let out a giggle. “You’re just like Mistress.” she commented. “But she changed her mind once she felt what I can do. You will too, you’ll see.”

Before Starsong could ask what Sunset meant by that, the fiery maned pegasus began eating out the confused unicorn with renewed vigor, determined to show Starsong the pleasures her tongue could provide. Starsong had no choice but to try to endure the ‘torture’ and quickly bit down on the corner of her pillow to stop from crying out.

Feeling her partner’s body begin to tremble and writhe, Sunset Flash decided to show Starsong just how amazing being eaten out could really be. She once again placed her lips directly over Starsong’s engorged clit and began sucking lightly while flicking it with her tongue. Despite the gentleness, the intensity of the sensations to Starsong’s inexperienced body caused her to immediately seize up as her orgasm washed over her.

The climax, being one of the first in her whole life, crashed over Starsong without mercy “Oh Luna! Aaaaahh!” she screamed out as her body convulsed, no longer under her control. Through it all that wonderful, tortuous feeling on her swollen nub never ceased and somehow seemed to get even more intense... Starsong let out another shriek, her voice jumping nearly a full octave, as her second orgasm seamlessly blended into and then completely overwhelmed her first. Her mind was unable to form a single comprehensible thought as she slipped further and further into the delightful abyss.

Sunset expertly kept Starsong’s lower half pinned down securely, retaining her light suction over the sensitive button. Elated that she had brought her partner to two such quick, messy orgasms, Sunset let a hoof wander up Starsong’s backside towards her tailhole. She began to prod the tightly puckered hole gently, knowing all too well that forcing her hoof inside would be disastrous, but playing with it would most likely yield some pleasure for Starsong.

Sunset was right; as soon as the hoof began touching Starsong’s butthole, she began squirming in additional pleasure. Under normal circumstances she would find anypony touching her there absolutely repulsive and unwanted, but in her current state of mind she liked the touch. She loved it. She felt the pressure on her tailhole increase and her puckered hole relaxing ever so slightly as a third climax began to overtake her.

Not wanting to completely exhaust her mistress’s sister, Sunset eventually relented from her oral assault, lightly nipping Starsong’s painfully sensitive clit one last time before turning her attention to the marecum now steadily flowing from the unicorn’s wildly spasming slit. Once Starsong finally came down from her final orgasm and collapsed in utter exhaustion, Sunset sat up to survey her work. Sunset smiled as she saw Starsong had absolutely drenched the bed beneath them as well as her muzzle. The unicorn was gasping for air below her and unable to do anything else. “Sunset’s a good pet.” she said softly to herself before moving to clean herself up.

As Starsong’s rationality began to slowly come back to her she felt Sunset Flash lay back down next to her, cuddling up against her intimately and breathing softly against her neck, and in mere moments was fast asleep. Starsong, as exhausted as she now was, didn’t have the strength to extricate herself from the pegasus’s hooves. After a few minutes she finally gave up.

The unicorn had more important things on her mind now anyway. It had been so easy to refuse Starshadow’s advances so many years ago since it was her own sister, but after what she had just done with Sunset, she was thoroughly confused by the emotions and feelings going through her head. It took almost a whole hour for Starsong to finally drift off to sleep after deciding that a talk with Starshadow may help greatly, not to mention this was probably a one-time thing.

Starshadow prodded Big Mac in his side in annoyance. “See? They’re not worried about being quiet.” she said while pouting.

Big Mac sighed. There was no denying what was going on in the room next door, though he was still shocked that Starsong would indulge in such activities with another mare. In a thousand years he’d never guess she was a filly fooler.

Starshadow too would likely have been surprised at overhearing what was almost certainly Sunset Flash having her way with her older sister, who had been so steadfast with her, but she was now far too horny to spare a thought as to what was actually happening in the next room. And besides, it seemed she wasn’t the only one getting excited from overhearing the demure unicorn’s unabashed cries of ecstasy...

Starshadow caught her special somepony’s attention again by beginning to stroke his almost rock hard shaft with her hoof. “Oh? Is somepony getting turned on thinking about my sister?” she said teasingly. “Well, you’ll just have to settle for me and my tiny little foalhole. But it’s already so wet for you...” To drive the point home, she turned to show off her practically drooling slit, letting her tail bring the intoxicating scent of her arousal to him.

Unable to take anymore, Big Mac grunted his consent. “Fine... jus’ don’t be too loud.” he cautioned, knowing Applejack and Apple Bloom were also close by.

Starshadow didn’t waste any time and quickly mounted her lover, her soaked slit easily parting as the tip of his cock began penetrating her. “Guess you’ll have to muffle my voice, love. Don’t you dare be gentle with me.” she said before slamming her hips down and taking him as far as her little body could.

Big Mac quickly covered Starshadow’s mouth as she let out a primal growl of satisfaction but couldn’t help letting out a moan of his own. It had been ages since he had felt her tight body wrapped around his like this and he savored every second of it. Still, he hoped he could satisfy her lust quickly and quietly, but deep down he knew he was in for a long night...

Author's Notes:

I've been sitting on this for a couple of days trying to find the mood to edit it... I guess sudden onset of depression kinda takes it out of me... Anyway, things are finally starting to move again. Hopefully we can keep this pace up...