“So,” Sunset said, smirking down at her. “You wanna cross being a virgin off your list?”

Twilight stared up at her in shock. "Sunset, we can't-"

"Shhh. It's fine. They're all asleep. As long as we can keep you quiet, we'll be fine." Sunset smirked at her. "I've been waiting for this for a while." She straddled Twilight and began to kiss her jawline. She stopped when she reached by Twilight's ear and whispered, "It's kind of my kink, ya know?"

A blush slowly crept over Twilight's face. "You're...You're an exhibitionist.." She breathed, barely able to get the words out as Sunset's deft hands roamed over her night shirt.

"Mmm...Something like that..." Sunset responded, leaving marks on the younger girl's neck. Her hot breath on Twilight's skin made goosebumps rise.

She unbuttoned Twilight's night shirt and was slightly taken aback at how cute she looked. In the pale moonlight, Twilight's eyes were darkened with lust, her chest rising and falling with every erratic breath. She stared at Sunset, waiting for her to make the next move.

Sunset kissed her roughly, taking the younger girl by surprise once again. Her fingers grazed Twilight's exposed nipples, making her moan in her mouth.

"You've never had sex before, let alone in this body. Your mind is going haywire, you can't even think straight. I bet if I gave you a math equation right now you wouldn't be able to solve it," Sunset told her in a husky voice before taking one of Twilight's breasts into her mouth.

"I wouldn't be too sure about that," Twilight challenged through her teeth, trying to keep a long moan in.

"Oh? Is that so?" Sunset rebutted with a seductive smirk.

Twilight knew in that split second she had made a grave mistake. Nothing, nor good or innocent could come from a smirk like that.

Sunset let go of Twilight's breasts and dragged her tongue down from her chest down to her navel, her fingertips ghosting over Twilight's side as she went.

Twilight nearly screamed. "Oh, Sunset-"

A hand was quickly placed over her mouth.

The both of them jumped up and looked around, searching to see if anyone had heard Twilight. Apparently not. Pinkie was snoring just as soundly as before, the other girls were all facing the wall and aside from the constant tick from the cupcake shaped clock on Pinkie’s bedroom wall, no other sound could be heard. They waited a few more seconds before continuing.

"Keep quiet." Sunset told her sternly. She made Twilight lay back down. She pulled Twilight's pajama pants down and discarded it along with Twilight's panties on the floor beside her sleeping bag.

“Sorry,” Twilight mumbled and then involuntarily shivered. She covered her chest with her arms and shut her legs, her blush intensifying. She’d never presented herself to anyone, let alone another mare. (Or in this case, another girl.) She was nervous, and she was still afraid that all of this would wake one if not all of the other girls up. She had no idea she would be so loud...

Sunset removed her arms from her chest. "You're fine, Twilight. You're beautiful. There's nothing wrong with you, alright?" She told her softly.

Twilight slowly nodded and opened her legs, revealing her glistening center to the older girl.

Sunset slid in between her legs and put her mouth to it causing Twilight's body to tremble.

Every nerve in Twilight's body was telling her to scream, to shout Sunset's name, but she held it in, biting her bottom lip. She tangled her hands in Sunset's fiery locks, letting out little squeaks as Sunset worked her magic.

And worked she did. Sunset licked, sucked and did everything possible to make it impossible for Twilight to keep quiet. She felt the younger girl's body tremble more with every ticking second.

To Twilight, every second was an eternity. A slow, burning fire started up in her stomach and her breathing started to pick up. She assumed that what she was about to experience was her first orgasm, and she was trying her best to let Sunset know without practically screaming it. “S-Sunset, ahn, I’m- I’m gonna-”

She couldn’t even get the words out before a wave of pleasure washed over her. Her entire body went numb as her eyes rolled towards the ceiling, her moans poorly concealed by the hand she had placed against her mouth after she realized biting her lip just wasn’t enough.

Sunset helped her ride out her orgasm licking up single drop of liquid that entered her mouth. When Twilight finally stopped shaking, she lifted her head up and smirked at her. “What was that about being able to do a math equation?” She teased.

“S-Shut up,” Twilight responded, breathing heavily. She reached over to get her pants but was surprised when Sunset smacked them out of her hand. She gave her a confused look.

“The fun’s only begun, Sparkle. Who said we were finished?” Sunset eyed her hungrily, like an ursa about to devour its midnight snack. Slowly, she took off her own pajama top, revealing her supple breasts. They were a little bit bigger than Twilight’s, but not by much.

Twilight stared intently at them as Sunset removed her pants, leaving her as nude as Twilight. But unlike Twilight, she reveled in the idea of being naked around their sleeping friends. She wondered if Flash ever agreed to do anything with Sunset in public. Maybe in a bathroom, or in the park somewhere...Just thinking about Sunset being rutted in public made a tingle of arousal run through her body. Maybe she was like Sunset. Maybe she was an exhibitionist too.

“I’m gonna show you something really fun,” Sunset said pressing her shaven center against Twilight’s. She began thrusting slowly, building up speed as she heard Twilight’s breath starting to quicken again.

“Oh Celestia!” Twilight whispered. “Keep going Sunset, please!"

Sunset obliged, slamming against Twilight’s clit with her own. With every hitch of Twilight’s breath, Sunset felt the fire in her own stomach starting to burn and she let out a few low, gutteral moans.

“S-Sunset, I’m close,” Twilight whined quietly, her grip on her sleeping bag tightening with every single thrust.

“Me too,” Sunset gasped, feeling her body becoming more engulfed with heat as she continued her efforts to bring them both closer to an orgasm that awaited them. Sunset put her hand on Twilight’s stomach for leverage and with a sharp breath Twilight came, shuddering from trying to keep herself quiet.

Just watching Twilight brought Sunset over the edge, and soon she too was left a panting mess. She crawled over to Twilight and began kissing her passionately.

Twilight could taste herself on Sunset’s lips but didn’t seem to care as she let the older girl deepen it. She gasped for air when Sunset pulled away. “Wow,” She said, not believing that she had just had sex with one of her best friends with the chance of getting caught.

Sunset smirked. “You’re welcome. Now, why don’t we wait until the girls are up and see if we can take care of the orgy?”

“Sunset!” Twilight protested.

The older girl quietly laughed. “I’m kidding, I’m kidding!”

What neither of them noticed was that one of the girls did see. All of the girls had been asleep except for one. And she had been watching the entire time.

Fluttershy removed her hand from her pants and licked her fingers clean of her juices. She knew it would pay to stay up.

Author's Notes:

People wanted to see what happens next with Twilight and Sunset but I didn't really think it was necessary to make it a whole nother story. So enjoy a bonus chapter on me! PS: never let me write smut again