Author's Notes:

Notice: The characters depicted in this story are intended to be in their senior year of high school and are of at least 18 years of age.

The last girl crossed the finish line at the end of the running track, and coach Iron Will blew his whistle and clicked his stopwatch. “Two minutes, twenty-four seconds, Cherry Spices! You’re fortunate Trouble Shoes tripped over himself and got three-oh-six yesterday, or else you’d be the slowest runner of the week.”

Cherry Spices brushed the red hair matted to her forehead out of her eyes and nodded. She panted as she answered. “Yes, coach. Sorry, coach.”

“Hey, now!” Iron Will jabbed a finger at her. “I won’t hear none of that! What do we say when I’m disappointed in you? Girls?” He looked at the rest of the class.

The girls responded in unison. “Don’t apologize; optimize!”

“That’s right. Now, class is dismissed, hit the locker room and enjoy the weekend.” Iron Will blew his whistle again and clapped his hands. The exhausted students turned and ran back to the gym doors at the end of the field, and filed into the door to the locker room.

Sunset Shimmer slowed her walk to let Applejack catch up to her. “How was your time?”

Applejack smiled. “A minute and four. You?”

“A minute and thirty-six. We both improved from last week.”

Applejack stepped forward to push the door open into the locker room. Sunset followed her and stopped short. She heard the students behind her grumble and stepped forward to make room. Around the room, her fellow students changed out of their gym wear into their casual clothes and retrieved their bags and coats from the lockers. Sunset swallowed heavily and sat down on the nearest seat by the door, clasping her hands in her lap.

Applejack had pulled her shirt on and begun to button it up when she noticed her friend sitting apart. “Sunset, you okay?”

Sunset nodded. “I’m good. Just need to catch my breath. I’ll let the crowd thin a bit.”

Applejack frowned. “You’ve been waitin’ late to recover all month. You sure you’re good?”

“Yeah, I’ve just been pushing myself hard these days.”

“If you say so.” Applejack went back to dressing, and Sunset went back to looking around the room, doing her best to avoid looking at the flock of girls passing by her and keeping her hands in her lap.

“Yup, my friends and classmates… my sweaty, panting, flushed…” Sunset gritted her teeth and dug her fingernails into her thigh. “Stop that! It’s because of that dirty mind I’m sitting here like an idiot.”

After about ten minutes, with many students chatting as they dressed, Lyra and Sweetie Drops left the locker room, and the door clicked shut behind them. Sunset waited until she heard a muffled second click of the door to the gym open from down the hall, and let out a sigh of relief now that she was alone. She looked down at her crotch and scowled at the prominent bulge poking up from her loose gym shorts. “You’re a pain in the ass.” She stood and crossed to her locker. She undid the combination and pulled the door open to see her minidress, tights, and jacket hanging up.

Sunset let out a sigh and dropped her shorts and panties. She looked down and glared.

A fully erect pale orange penis stood up accusingly.

“A full month. At this point I’m about ready to write to Twilight and ask her for a spell to get rid of you.”

Her penis had no response.

Sunset sat down and reached to undo her shoe laces. She paused and turned her attention to her crotch again. “Now, I know from experience you’re not gonna like it in the tights. Neither do I, actually. So what do you suggest?”

The penis seemed to twitch this time.

Sunset looked at the door to the locker room. If anyone had forgotten anything, they would have come back by now. She rolled her eyes. “Guess I have no choice. Again.” She used one hand to hold up her shorts, and headed into the bathroom and shower area. She cranked the paper towel dispenser to get a good length, and ripped it off. Back at her locker, she sat down on the bench and spread her legs. Sunset bunched up the paper towels and held them in one hand, and moved the other to her groin.

“Hopefully you don’t take too long this time.”

Sunset took a breath, looked away, and took hold of her dick. It twitched in her grasp, and she began stroking.

“I thought masturbating is supposed to be fun and relaxing. It’s not so much fun when it’s a chore.” Sunset did not enjoy having to stay behind after gym to masturbate before she could go home. Or having to do it in the bathroom over lunch. And sometimes between classes. “I am not this horny, why does this damn thing get going so easily?”

She moved her hand faster, eager to get it over with. Against her own will, her mind drifted to her fellow students. “Not my fault they’re all so pretty… and sweaty and panting after gym.” She had made no secret of her orientation to them when it came up, but seeing her fellow students as sex objects to fantasize about for the sake of getting herself off make her feel guilty. “Well… maybe one…” Sunset bit her lip. “There’s one I don’t mind thinking of...” It may have been her imagination, but she thought she felt her dick get harder. She shuddered and sped up.

Her breathing was getting faster, and Sunset felt her orgasm coming up on her. Her secret crush filled her mind’s eye and was giving her plenty of motivation to keep going. “She’d probably slap me if she knew I was doing this thinking of her… but she’s not here.” Sunset licked her lips and looked down. The head was turning purple and looked ready to blow. She tried to keep up the pace and prepared herself to bring the paper towels up to catch the mess.

A sound.

Sunset froze, her hand firmly clasped on her dick. It took her a moment to realize she knew the sound – the door between the hallway and the gym opening.

She realized that a moment before the door to the locker room swung open.

Rainbow Dash, her backpack hanging off her shoulder and her lips pursed to whistle a tune, walked into the locker room. She got two steps before she noticed Sunset, and stopped.

Sunset shook, horrified and unable to even move to cover herself. She watched as Rainbow Dash looked at her, and then her eyes lowered. Sunset didn’t even have to ask what she was looking at. Rainbow’s eyes stared locked on her penis for several uncomfortable seconds, and she then raised her head and slowly stepped back out of the room. When she was in the hall to the gym, she spoke.

“Sunset?”

Sunset gulped. “Y-Yeah?”

“Do you have a dick?”

“…Yeah.”

“That’s new, right?”

“Yeah…”

Silence, and Sunset wondered what was going through her friend’s mind. She didn’t have to wonder long.

“I’m coming in.”

Sunset grabbed the paper towels from beside her and brought them to her crotch to at least cover herself. Rainbow Dash entered the room and paused a moment to take in her slight change in appearance, then approached the bench Sunset was sitting on. Rainbow swung her backpack to the ground and sat down further on the bench.

Sunset breathed deeply. “So…”

Rainbow looked down at the paper towels. “I’m just gonna skip to the obvious part – how?”

Sunset shrugged. “I don’t know. I noticed it after the Friendship Games. I think maybe it had something to do with the magic I absorbed then.”

Rainbow raised an eyebrow. “How the hell would absorbing magic and turning into an anthro-unicorn-phoenix magical girl give you a cock?”

“Like I know how the magic of this world works!” Sunset grunted angrily. “I don’t know what else it could be, I just know it’s been a huge hassle having it and it isn’t going away! I can’t change in front of other people, and ho boy, if I get aroused when I’m in tight clothing.” Sunset sighed. “I need to buy some jeans. Tights don’t exactly hide much.”

“You mean it works?” Rainbow asked. “You get hard, you cum?”

Sunset blushed. “Yes.”

“Do you pee from it?”

Sunset gave her a look of disgust. “No. Why?”

“Hey, you’re the first girl I’ve ever met who has a dick. I’ve got some questions, ya know.”

Sunset rolled her eyes. “Fine.”

“So if it gets hard and you cum from it, you were jerking off just now?”

Sunset nodded. “Yeah. If it gets going, gotta get rid of it, right?”

“Uh-huh. And that’s why you stay late after gym?” Sunset gave Rainbow a questioning look, and she held up her hands. “Applejack mentioned it last week.”

“Well, yes.” Sunset shook her head. “I can’t help it. All my classmates in shorts and T-shirts, running, stretching, panting, sweating…”

“So you stay after class to jerk off to them?”

“NO!” Sunset glared.

“Why not?”

“Because, it's… weird, doing it to people I know. I don’t think about them, I think about other people! I’m not gonna lust over my classmates just because I have a dick out of nowhere!”

Rainbow raised an eyebrow. “So it’s okay to lust over total strangers instead of people you know well?”

“That… arg!” Sunset shook her head in frustration. “What are you even doing here? This talk isn’t helping it go away.”

Rainbow shrugged. “My parents are redoing the bathroom, water’s out for a couple of days at my place. I got a game on Sunday, so I figured I’d grab a quick shower here once classes were done.”

“Well, I’m not done.” Sunset looked away. “Just… go away for five minutes or so, I’ll get rid of this and get out so you can have privacy.”

“Sure. Just one more question.”

“What?” Sunset huffed. She heard movement and turned her head to see Rainbow Dash slide closer on the bench.

“If you don’t jerk off to your classmates… who do you jerk off to?” Rainbow grinned.

Sunset paled. “What!? I’m not telling you that!”

“Oh, come on.” Rainbow’s grin grew wider. “I’ll tell you who I think of when I do it.”

Against her better judgement, Sunset had to admit some small part of her was curious, but she quashed it. “No. Don’t care.”

“Spitfire.” Rainbow ignored her and looked away. She sighed and licked her lips. “Gorgeous hair, nice legs, got that sexy drill sergeant attitude going for her. She’s dating Soarin’, which sucks, but if she ever goes bi, I’m gonna swoop in.” Rainbow looked back at Sunset. “Your turn.”

“No.” Sunset almost growled. “Who I think of when I masturbate is none of your business.”

“That’s fine. I know who.”

Sunset’s heart skipped a beat. “Huh?”

Rainbow Dash leaned towards her, putting a hand on the bench between them to support herself. “I’m not dumb, ya know. My grades suck, sure, but I’m not dumb. I’ve seen how you look at me when you think I don’t notice.” Sunset found herself staring into Rainbow’s eyes, now lidded as Rainbow gave her a small smirk. She didn’t see Rainbow’s other arm moving. “Not that I mind, even when you were a bitch you were pretty hot.”

Sunset’s brain short-circuited. “Huh?”

“I was always wondering if you’d make a move… I guess I’ll have to.”

Sunset inhaled sharply as the trance of Rainbow’s eyes broke. Rainbow had slipped her hand under her watch and taken hold of her dick under the paper towels. “Rainbow… what are you doing?”

“Giving you a handjob.” She said it so simply, like Sunset had just asked what the weather was like.

“Why?”

“Hey, I look out for my friends. They need my help, I’m there for them.”

Sunset couldn’t believe this was happening. Rainbow’s hand was smaller than hers, and softer. It felt so different from her own, a good different. Her dick liked it too, she could feel it throbbing and twitching madly. Rainbow’s hand was delivering firm, steady strokes to her, and Sunset thought she might collapse backwards. She registered Rainbow’s words and choked out a reply. “H-Help me?”

“Well, you said you can’t leave until this goes away.”

Sunset gritted her teeth. All the times she had relieved herself couldn’t compare to this. The thrill that someone else was touching her, who was touching her. It was beyond anything she had done to herself. Somehow it felt even better than actual sex. She could feel the blood pulsing through Rainbow’s fingers as she stroked her, could feel the heat emanating from her grip. The swiftly moving hand knocked the paper towels away, and Sunset looked down to see Rainbow Dash’s hand stroking her cock rapidly. Sunset’s hands gripped the edges of the bench and she dug her nails into the underside of the wood.

“You know who else I think of?”

Sunset grunted and lifted her head. “W-wha?”

“Once I figured out Spitfire was taken, I started thinking of someone else.” Sunset opened her eyes and saw Rainbow leaning closer. Sunset could smell a waft of vanilla and realized Dash was wearing some sort of subtle perfume. Dash grinned widely. “You.”

Not for the first time in the last five minutes, did Sunset have a delayed reaction to what she had just heard. “Me?”

“Mhm…” Rainbow’s hand was twisting from side to side as she worked Sunset over. “Like I said, even as a bitch, you were pretty hot.” Rainbow looked down and let her eyes rake up over Sunset’s body. “But you never answered me…” Rainbow’s eyes came back to lock with Sunset’s. “Who do you think of?”

Sunset swallowed heavily. Of all the ways she had thought of admitting her crush, this was not one of them. But Rainbow’s hand felt so good on her, and the smell of vanilla filled the air around her head. She thought back to the first time she had fingered herself, her mind filled with thoughts of the brash, hot-headed girl who was one of a few to stand up to her as she controlled the school. “You.”

“Uh-huh… and what do you think of about me?”

Sunset groaned. Rainbow’s hand had done the impossible and gotten even faster, so fast her hand was a blur. Or maybe that was just Sunset’s vision. She closed her eyes to shut out the sight, trying to talk through her moans and pants. “You… oh shit… your smile. Oh fuck, it’s so hot when you smirk…” She looked up and saw Rainbow doing just that back at her. “You… ng, your ass. Great ass…” Sunset licked her lips. “Just… oh fuck, all of you, you’re just fucking sexy.”

Sunset once again felt her orgasm approach, more intense than before from its earlier delay. She dropped her head down and clenched her eyes shut. “Dash! Shit, just a bit more! Keep going!” She braced herself and hoped Rainbow had the sense to grab the paper towels. Or perhaps she’d just let Sunset go all over her hand…

It stopped.

Sunset felt Rainbow’s hand leave her, and the incredible sensations pounding through her body from her dick stopped at once. She opened her eyes. Rainbow had stood up and moved down the bench, and was standing up. Sunset blinked, trying to understand. “Rainbow?” Rainbow ignored her and shrugged off her jacket, then pulled her T-shirt over her head. As Sunset watched, her rising orgasm again falling back, Rainbow stripped off her clothes, and then her bra and panties, leaving them haphazardly lying on the bench. She strode to the entrance to the showers and looked back at Sunset.

“I told ya. I came here to grab a shower.”

She winked, and vanished into the showers in a wave of rainbow hair. Sunset kept staring at the entrance to the showers. Her brain functions began to return, and she realized what Rainbow had just said and done. She heard the water in the showers going, and looked down at her dick. It looked angry, throbbing purple and red. Sunset looked up again and scowled. She quickly pulled her T-shirt over her head and tossed it into her locker, followed shortly by her bra. She toed off her shoes, stepped out of her shorts and panties, and strode into the showers.

Rainbow had her back to Sunset, standing under one of the shower heads with her head tilted back, damp piles of rainbow hair sticking to her back and arms as lukewarm water cascaded over her. Sunset paused to take in the sight. Rainbow wasn’t some voluptuous vixen, soft and buxom. She was sleek athleticism. Finely muscled legs, a small, firm ass, smooth flat stomach. Sunset’s eyes reached her face. The face was where traditional beauty won over again; soft features, a rainbow waterfall for hair.

Sunset realized what she was doing, what she was about to do, and hesitated. Even before the Fall Formal, Rainbow’s confidence had made her a target for Sunset, one of the few students not afraid of her. In her private moments, Sunset admitted she wanted to see Rainbow kneel before her, and not merely for the sake of her control of the school. Then she made friends with her and her lust only intensified. She said she knew about how I thought about her.

Sunset’s anger returned. She knows what she did to me. Rainbow was waiting for her. Sunset thought back to her old days, the urge to dominate Rainbow and make her beg for mercy. Her own fire found anew, she narrowed her eyes and walked forward. If Rainbow heard her, she didn’t react. Sunset reached her and grabbed her shoulder, spinning her around. Rainbow stumbled to stay in place as she was turned to face Sunset.

“Whoa, car—” Rainbow’s protest cut off as Sunset grabbed her hips and pulled her into a kiss. To her credit, Rainbow recovered quickly and wrapped her arms around Sunset’s neck. The two stumbled to the wall under the showerhead and Sunset pressed Rainbow back against it. Her breasts ballooned against Rainbow’s smaller ones, their nipples grinding into each other.

Sunset broke the kiss and glared. “You’re a fuckin’ tease.”

Rainbow gave her a cocky smirk. “You liked it.”

“Still a fuckin’ tease.” Sunset kissed her again before she could respond. Rainbow’s mouth was still open under her lips, and she slipped her tongue in. Rainbow moaned around Sunset’s tongue and responded with her own, the two tangling around each other. Sunset pulled Rainbow tighter against her. Her dick was throbbing against Rainbow’s stomach.

Rainbow must have felt it too, because she pulled back and looked down. She raised her eyes back to Sunset and gave a crooked smile. “Do it.”

Sunset looked down. Rainbow’s slit was pressing against the length of her dick. She suddenly felt nervous again. “I’ve never… well, I have, but not like this.”

“Don’t care.” Rainbow shook her head, her hair matted to her face with water and sweat. “Take me. Do it.”

Sunset looked back at her and saw her own lust and passion mirrored in Rainbow’s eyes. She nodded and let go of Rainbow’s leg. She took hold of her dick and carefully lined herself up. When she felt the head slip inside, she pushed forward.

Rainbow Dash let out a long, low moan. She shook in Sunset’s grasp and held her shoulders. Her head dropped back and her eyes closed. When Sunset was fully seated inside her, she hissed. “Oooh yeah…” Rainbow let out a mirthful laugh. “That’s good.” She brought her head forward and kissed Sunset deeply.

Sunset held still as Rainbow kissed her. The world around her had vanished the moment she had fully sheathed her cock inside her friend. Tight velvet heat clenched all around her, like nothing she had ever experienced or imagined. Her heart pounded in her chest, pumping more blood into her groin and dick as a cue to start moving. Sunset slowly pulled out and thrust back in, and her breath hitched as all the sensations coursing through her momentarily intensified.

“Shit…” she panted and looked at Rainbow in amazement. “No wonder guys are so damn horny all the time… this is incredible! This… oh wow…” Sunset pulled out and thrust again, and watched Rainbow’s face contort in pleasure as she let out a small moan. She took hold of Rainbow’s hips and did it again. Another moan.

“That’s it…” Rainbow’s eyes were closed, and her head rolled back. “Come on, Sunset… come on…”

Sunset thought back to her times with Flash and her one-time flings with other boys she had needed something from. She may not have known how to use her own dick, but she knew what she liked from theirs. She began rolling her hips up and down, steadily pumping in and out of Rainbow. Rainbow’s mouth fell open and more soft mewls and moans poured out of her. Sunset felt her hips moving with her rhythm and sped up.

Even holding Rainbow in her arms and watching her writhe, it wasn’t enough. Sunset’s dick ached for release, having been denied twice now, and her body screamed at her for more. She began giving longer, harder strokes, pumping her cock up into Rainbow as fast as she could. Rainbow’s moans became shorter and more frequent, until she was doing little more than gasping. Not enough. Sunset braced a hand on the wall over Rainbow’s shoulder and leaned into her. She grabbed Rainbow’s leg and pulled it up against her to go deeper.

Rainbow’s head fell against Sunset’s shoulder. She panted against her neck, and Sunset could make out staggered whispers. “Keep going… fuck… right there… oh shit, give me more.” Rainbow’s hands fell down to her back, her nails digging into the pale flesh there.

Sunset moved her hand to Rainbow’s ass for better purchase and intensified her thrusts. Her legs felt weak beneath her, but she resolved to stay standing. Nothing had pissed her off more with her previous partners than when they came, ignorant to her own needs. Sunset smiled as an idea came to her. She turned her head to see Rainbow’s ear, and flicked her tongue out against it. She felt Rainbow’s breath hitch and her body tighten, and her smile widened.

“You like it, my little Rainbow?” She kept her breathing steady and grunted out the words. “You like how Sunset fucks you?”

Rainbow moaned. “Yes. I like it. I love it.”

“Tell her how good it feels.”

“It… shit. You feel… it’s so damn good…”

Sunset took Rainbow’s earlobe gently between her teeth. “Cum for me, my little Rainbow. Show Sunset how good she fucks you.”

Sunset could feel Rainbow starting to clench tighter around her. Dirty talk had always helped push her over the edge when her lovers could be bothered to care; apparently Rainbow had the same turn-on. It took all of Sunset’s willpower to keep from exploding even as she kept thrusting. Her perseverance was shortly rewarded. Rainbow let out a sharp wail, and pulled herself tighter against Sunset. Sunset felt a rush of new warmth around her dick, and somehow found the sense of mind to pull out with her final thrust. Her dick slapped against Rainbow’s stomach, and she let the tightly wound coil in her stomach loosen.

Spurts of cum shot from Sunset’s cock and up on Rainbow’s torso. She kept thrusting into empty air, pumping more and more. The fifth shot brought an end to it and dribbled down the head. The force of her long-awaited climax was too much, and Sunset’s strength gave out. She fell against the wall and slowly lowered the two of them to the floor of the shower, Rainbow pushing away to roll beside her.

The adrenaline and lust faded, and Sunset felt like she might pass out. Water continued to fall over her, the cum on her cock and groin washing away. Her hair fanned out from her head in the spray, her skin bright red from the exertion. Sunset closed her eyes and focused on catching her breath. Her head was swimming with one thought circling her mind over and over.

I just fucked Rainbow Dash in the girl’s locker room.

The thought was exhilarating and terrifying at the same time for many of the same reasons. Sunset heard a splash of water and opened her eyes. Rainbow had set her hands on the ground and pushed herself up. She looked as shocked as Sunset felt, her eyes blinking over and over and her mouth hanging open. Sunset lifted her head, and the movement drew Rainbow’s eyes her way. Rainbow stared for a moment, then let out a short laugh and gave a weak smile.

“That… was awesome…”

Sunset couldn’t help but return the laugh at the expected exclamation. “Yeah…” She lay her head back down and swallowed. “Oh wow…”

Rainbow looked around the shower, and slowly pushed herself to her feet. “Hey…” Sunset looked up at her, and Rainbow held out a hand. “We gotta go… if someone walks in, ya know?”

“Right.” Sunset reached up and Rainbow pulled her to her feet. Sunset stumbled to stay standing and let Rainbow lead her from the showers. Back in the lower room, puddles of water followed their footsteps back to their bags. Rainbow reached into her backpack and tossed Sunset a towel. Sunset caught it and sat down.

The locker room was silent as the two friends dried themselves. When Sunset finished, she dropped the towel on the bench beside her and waited. Rainbow finished drying her hair, and stooped to grab her bra and panties from her pile of clothes. Sunset took that as a cue and reached for her own clothes. Underwear, tights, minidress. With only her jacket left, Sunset stuffed her gym clothes in her backpack. She looked over to see Rainbow hoisting hers on her back, and stood up. She took a breath. “Hey.”

Rainbow turned to her. “Yeah?”

Sunset grabbed her jacket and shut her locker, clicking the lock into place. “Can I ask a really dumb question?”

“Sure.”

She looked at Rainbow evenly. “What the hell just happened?” Rainbow blinked but gave no other response, so she continued. “We just had sex. What does that mean?”

Rainbow shrugged. “What do you want it to mean?”

Sunset thought. Lust and a crush plus sex didn’t equal a romantic relationship. Did it? “I don’t know.”

Rainbow nodded. “If it makes ya feel better, neither do I. But hey, it's cool.”

Sunset nodded but said nothing. Rainbow gestured her head to the door, and Sunset followed her out. Against her better judgement, Sunset began talking again in the hallway. “I just mean, usually friends don’t have sex with each other, unless you other girls do things you haven’t told me about yet. But I only ever slept with guys to manipulate them, and I’m not trying that here, so I don’t know—”

Rainbow turned around and gave her a quick kiss on the lips. Sunset froze. “What was that for?”

“To shut you up.” Rainbow winked. “Relax, I said it’s cool, right?”

“No, it’s not.” Sunset shook her head. “Did you just sleep with me because you like me, or what?”

Rainbow shrugged again. “Eh. Like I said, you’re hot. Isn’t that reason enough?”

“So we’re, what? Friends who have sex just because we're attracted to each other?”

“Works for me.”

Sunset thought. She lifted her eyebrows and nodded. “Okay… yeah. Let’s go with that.”

Rainbow pulled open the door to the gym and the two approached the doors out of the school. When they reached them, she stopped and turned to Sunset again. “Two things. I’m just gonna guess you don’t want anyone else knowing about the whole dick-girl thing?”

Sunset rolled her eyes. “Um, yeah, let’s keep that quiet. For now. It’s not exactly easy to work into conversation.”

“Check. Number two. The Wondercolts are playing Everfree High this Sunday. Wanna come cheer me on?”

Sunset frowned. “Soccer isn’t really my thing, sorry.”

“You sure?” Rainbow leaned in and smirked. “I could use the motivation to keep playing. It’s supposed to be a hot day, and those uniforms can get kinda tight in the heat.”

Sunset visualized the Wondercolt uniform in her head. She looked down at Rainbow’s cocky smirk, and did her best impression of it back at her.

“Awesome.”