4.- Sandalwood and Waterfall (final)

Sandalwood isn’t having a good day. Helping out in the recycling center is incredibly exciting and rewarding, but the work is by no means any less exhausting. After hours of picking and sorting trash, his muscles are screaming for a boiling hot shower, and he can feel the layers of muck and sweat caked over him. Glancing at his watch, he begins mentally budgeting the rest of his day. He has some time to swing home, take that shower, and then jet to meet with Waterfall after her skating practice to hang out and catch a movie.

The term “just friends” might annoy other guys, but the fact is Waterfall and he have been inseparable since kindergarten, and neither of them have ever felt the need to complicate matters beyond the usual gaming marathon or invite to either family’s next potluck. Both were just glad to hang out, enjoy life and generally have each other at their back. Sure, he could see how others could very easily misconstrue the whole situation – even in a school in which socialization was as important as CHS, few people could say they got to spend as much time as he did with one of the school’s more active cheerleaders.

And boy, had she earned her place in the squad. She’d always been an eager gymnast and dancer, and both of her interests had been effectively combined in cheerleading. Waterfall was lanky for a girl, but that also worked in her favor with her flexibility. If so he said it himself, she was really good looking, with a blue and green bob framing pale blue eyes. But the biggest draw was her energy, always moving, always doing something. Standing still was anathema to her. And yet somehow she is lifelong friends with Sandalwood, who enjoyed very few things more than kicking back and practicing his guitar for hours upon hours after a good day’s volunteer work at the recycling center.

He leans back in the uncomfortable bus seat, trying to find a comfortable position. Thankfully, the end rows are a bit more spacious, giving him some leg room, and the bus is nearly empty besides a couple and some guy up front, so nobody gives him grief for the smell. After some painful fidgeting, he settles in, trying to get a little shuteye on the road.   The bus stops to pick someone. Sandalwood groans at the motion, but keeps his eyes closed as whoever it is hops on and walks down the aisle.   “Hey there, Sand!”  Groaning, Sandalwood opens an eye. Who might… it be…?

For a second, he struggles to comprehend what he’s seeing. He opens both eyes and forces himself to focus, and visibly swallows what little saliva’s left in his mouth as the image remains steady and clear. There’s a girl in front of him. A girl with the juiciest and bounciest breasts he’s seen in person. Who’s all but pushing her bountiful cleavage into his face, bright, caramel-golden globes, coated in a picture-perfect sheen of glistening sweat. His brain short-circuits as it processes the image, marveling at the sheer amount of titflesh contained into the obscenely tiny top. Sandalwood’s mouth fails him as he desperately tries to match the voice that addressed him to anyone he’s ever met.

“Uh. Yes. Hello. That… that’s me.”

The girl sits next to him and arches backwards, visibly delighting in showing as much of herself as she can while nominally clothed. Sandalwood tries to avert his gaze, but he can’t ignore the visible indents of the girl’s nipples rubbing against the lycra. “How are you today? Work at the recycling center okay?”

“Uh. Uh-huh. Uh, ‘scuse me. Uh… who… who are you?”

And the girl smiles at him, and he can’t help but shudder under the allure of the predatory smirk as she slides against him, pressing at his arm with her succulent mams. “What’s the matter, Sand? Don’t recognize the captain of every sports team, awesomest and sexiest gal at Canterlot High? Y’know, Rainbow Dash?”

Sandalwood almost manages to voice how she isn’t Rainbow Dash, how she isn’t the gorgeous piece of ass sitting next to him. But something reaches out into his memory. His denial vanishes in a timid stammer, and the trepidation slowly fades. Yes. Yes. Rainbow Dash… Rainbow Dash is… shameless. Always has been. One of the foxiest girls at CHS, locked in a perpetual race with Applejack for title of the school’s reigning slut.

And now he’s attracted her attention. Damn.

“Ah. Hello, Dash. I’m… I’m fine. How are you?”

Normally, Sandalwood prides himself in being a gentleman at all times. On the other hand, Dash is the kind of girl who’s delighted by any attention, especially when it lets her strut every inch of her stuff. It’s a struggle to keep his eyes locked on hers, especially when her tits keep bouncing almost at his eye level. “Well. I thought I was doing fine, Sandalwood. But now I’m wondering why you didn’t recognize me. It’s not because you forgot about me, now is it?”

“Uh, no! That… that’s not it at all, Dash. I-I mean, who could forget about you?” Sandalwood babbles.

Dash gives him a glare that’s more of a heated smoulder, her stance and her smile becoming more and more feline by the second. “That’s right, Sand. So tell me, how’s tricks at the recycling center?”

Sandalwood can’t help but shiver. Breathing is also becoming harder. “It’s fine. Every… everything’s fine, Dash. Doing good work and helping the environment.”  Rainbow’s smirk slightly softens into a warmer smile. “That’s great, Sandalwood. Really appreciate what you’re doing. Inspiring stuff.” A little bead of sweat runs down her neck and takes a swandive into the deep valley between her breasts. She keeps talking, but Sandalwood’s eyes refuse to drift away from Dash’s tits. Even as she winds down and stops, the foremost thought in his mind is wondering how hard it can be to breathe with a top that tight.

“Hello? Sand? My eyes are over here.”

Reflexively, Sandalwood recoils. “Wuh… sorry!” he babbles, immediately turning to fix his attention on whatever passes by through the window.

A strange, heavy silence falls between the two. Slowly, Rainbow leans on him. “Uh, dude? What did I say?”

He risks briefly locking eyes with the oversexed sportsgirl. “Uh. Nothing. It’s just… I thought you were mad at me… for, you know, not looking you in the eye.”

The silence extends for a few seconds more, and shatters as Rainbow chuckles. “Aw, come on, Sand! I have absolutely no problem with my body.“ For a moment, she seems to hesitate, until something like a revelation passes through her eyes, and she continues with the slowness and awe of an obvious realization. ”I… I wouldn’t wear this if I didn’t want to be seen. I… I’m happy showing myself…” Her breath hitches and her knees nervously shiver against each other. “Hell, it’s so… exciting!” Slowly, joy returns to her voice as she eases into her seat, letting the discovery settle in. “To always feel like me.“

The revelation sinks deep into Rainbow. Sure, the princess’ gift was amazing, but she had underestimated just how much. By a mile. It had wonderful to experience the pleasure of sex, to feel even with Applejack, and most of all to change into the person she always fantasized she could be, but all of a sudden it’s like the world is just daring her to come at it and make it as colorful and exciting as her.

Rainbow Dash is absolutely terrible at resisting dares.

Dash's eyelids grow heavy. She has to close them, just for a moment. ..


Somewhere beyond, the pink keeps on growing.

The light banishes the silence into music and the stillness into dance, but at the same time it reaches inside… and changes everything it touches. The pink as is isn’t the same as the pink as it was. Alien impressions of things beyond its limited scope of understanding and experience bleed into it, further demonstrating how truly incapable it is of resisting the impending transformation.

Cycling around the concepts that have pinned it, the pink suffers from the first consequence of the changes.

Normally, it is limited by its own nature to follow extremely simple directives, with no possible function beyond them. But contact with the idea of ‘life’, whatever it is, has changed it, reinforcing its directives… and granting it a certain degree of perspective that it is not used to. It reexamines its core concept and reassesses its current situation, before something that could be either a stroke of inspiration or the development of a new subroutine offers a new possibility.

The affected parts are somewhat less reactive to the effects of the light. What if it pushed a small fraction of its self through the link, both as a scout and partial hindrance to the flow of light?

After a timeless loop, the new choice is analyzed and implemented.


“Wuh?”

Dash’s eyes fill pink for a second. Shaking her head, she raises a hand to her forehead. “Dash?”

“I’m… fine, Sand. Thanks.” Something… something’s different. Not in a bad way, just... different. There’s an electric feeling in the air, an almost impalpable energy needling at her skin. Or maybe it comes from the inside. It’s difficult to tell, but Rainbow decides she likes the feeling either way. Very much so, in fact.

“Are you sure? Your eyes… glazed over for a bit there.”

“It’s a little dizziness, Sand.” She gives him a quick wink. “I’ll be fine.”

Leaning into her seat, Dash regards Sandalwood in silence for a few seconds. There’s a heavy silence between them. She has… she has to break the ice. The static at her fingertips needs… wants to be anchored. She’s practically buzzing with energy, with the Princess’ glorious magic, her gift, just aching to be used. And Sandalwood is just right next to her…

The urge is strong. She wants to reach out and plant a big wet kiss on the big guy’s lips with and see what the magic did to him. But something stops her. A little voice in her brain whispers that it’s wrong, it’s stupid, it’s abusive…

She has to do it right. Properly. Not rush in like a lion after a hunk of meat.

Rainbow takes a breath and formulates a plan, which is revised, corrected, adjusted, and approved in record time. Her goal and path clear, the bimbo starts. First, she rummages into her bag until she finds the first tool she needs: a lollipop. As she unwraps it, she asks: “Hey, Sand?” At the boy’s polite nod, she smacks her lips and pops the candy into her mouth. “Y’know. I don’t think I’ve ever stopped to ask what is it exactly what you do in the recycling center. Is it good exercise?”

Sandalwood’s eyes light up in a bit excitement. “We-hell, it’s tedious stuff, Dash. Separating the garbage into further piles for processing, moving bags and bins.” Having gained his attention, the bimbo mentally smirks. She listens carefully, closely following the tempo of his voice. If he slows down, she keeps him engaged with both questions and little motions. Her lips dance and smack around the lollipop, and she makes herself comfortable, leaning back, crossing her legs and rubbing a tanned calf against her thigh. “And… uh, of course, plastics can’t get mixed up, so you have to remove the caps from bottles and be careful with the different kinds of metal…”

Dash actually pauses as she works out what Sandalwood’s saying, pulling the sweet out with a loud pop and a smacking of lips. “Wait, for real? I thought people did most of the work with the organic-inorganic thing?”

The eco-guy nods with a touch of nervousness, and Rainbow wonders if she’s doing it right. “I-I mean, yes, it does help, a lot, but it’s just step one – people can be so very careless, and recycling is hard enough.” The bimbo lets the lollipop roll over her lips, her tongue trailing behind and finishing with a wet pop. With a drawn-out moan, she tugs at the tiny bit of give her top offers and shakes, trying to freshen the damp, heated confines of her jugs. Even with her eyes closed, she can feel Sandalwood’s gaze at her bouncing bust, and hear his jittering swallowing. Over and over and over.

Stuttering, he struggles to complete the topic.  “It’s… it’s one of those things where as much as you want everyone to help… you have to accept that people are going to make a lot of crazy mistakes, so you have to stick to simple, easy instructions.”

The bimbo gives him a soft, charming smile, lathing the lollipop in quick washes. Enjoying herself every step of the way, she inhales the candy, letting her tongue spin around it at cyclotron speed. Swallowing mouthfuls of sweetened drool between moans, she ignores the droplets that dribble from the edge of her mouth to land on her bountiful breastflesh. Every now and then she pauses to take a long, throaty breath, but she immediately returns to her candy with the same voracity and need, until she pulls the empty stick out. “Well. You learn something every day. Say, you say work is hard and repetitive. Do you mind if I see something?”

Sandalwood coughs. “A-hem. Sure. What do you want?”

Rainbow straightens on her seat. “Oh, it’s quite simple. Flex for me.” At Sandalwood’s bewildered look, she goes on. “Just extend your arm… and flex. I wanna see what all that exercise’s done for you.”

Slowly, the eco-guy obeys. Keeping her eyes just a bit wide and locked on his, the sportslut wraps her hands around his bicep, and oozes across in slow, measured movements. “Mmm. There’s clearly some potential here. Tell me, these…” Her words drip with relish at her exploration. “…bins, and bags… how much do they weigh? How far do you have to move them?”

Sandalwood stammers at the unexpected massage. “Oh, I… I think, like, thirty, maybe… thirty-five pounds? Not… not much, I mean, it’s just… just the continuous, repetitive motion and carrying…”

“Good. It’s always nice to see a big guy like you show some muscle.” Her sweater puppies slide across his modest biceps, but Dash hardly seems to notice even when he can almost feel the touch of her nipples. “That said, maybe it would be a bit easier to develop strength with some chin-ups?” Her piercing gaze stays locked on Sandalwood’s eyes as she extends her right arm. “Follow my hand.”

Her left hand follows the shape of her own, larger and deeper bicep. “You want to make effort here, and here…” Tracing the line of her armpit, she continues. “Careful with the tendons here.” Wrapping her hand around Sandalwood’s, she pulls it, guiding it until it’s touching the area. “Feel it here, Sand. Here’s the part where you need to be careful…”She presses his fingertips to the edge of her muscle, and steers them straight into her waiting titmeat. “Now pay attention here, Sand…”

Beaming, Rainbow presses the eco-guy’s fingers deep into the wafer-thin fabric of her top, her voice low and husky, his attention fully fixed on the weight and feel of her tit on his palm. “Feel it. Wiggle your fingers a bit.”  Sandalwood hefts the heavy mam, his mouth open and his eyes clouded. Something within Dash approves, giving her the green light to go ahead.

“Feels pretty amazing, doesn’t it, Sand?” She chuckles at the return of some focus back into his eyes, and releases his hand, which slowly, almost gingerly, lets go of the juicy jug. She regards Sandalwood with twinkling eyes and a warm smile. “Tell me, would you like to be… a little more like me?”

Sandalwood’s head feels like it’s stuffed full of cotton, and everything is spinning. But there are lights before him. Rainbow’s eyes, locked on his, and the glisten of her skin shining gold in the sunlight. And the narrow and oh so tight valley of her succulent, supple breasts, dark and deep, like he could lean in and just fall and fall into the warm and inviting and pert hollow between Dash’s titmeat and her tremendously taut top…

The question rumbles in his mind while his jaw struggles to form words. “More… like you? I… I don’t understand…”

The bimbo plants her hands on his collarbone, and massages he way up to his jaw. “Mmm. Maybe I was a little too wordy there. On second thought, I suppose it would be better to ask if you want to be… more.”

The eco-guy’s vision is blurring a bit at the edges. “More… More what?”

She softly moans, a hand stroking a mam. Lifting his chin and keeping their eyes locked on each other, Dash breathes in a voice laced with desire: “More free. More you. More everything.”

Somehow, his mouth feels drier than the desert even though he can feel the droplets of drool slide down his chin. His erection throbs painfully in the confines of his shorts, beads of sweat ache at his back, and the drumming of his heart echoes Dash’s question in his head. Some shrinking echo of reason tries to stop it, but the avalanche of hunger and need wonders:

“Why shouldn’t I?”

…and the little fragment disappears into the rushing pink.

“Why… shouldn’t… I?”

It takes Sandalwood a moment to realize he’s just repeated the words with his mouth. It’s another moment before Dash’s half-confused answer registers. “Is that a yes or a no?”

Looking up at her, his glare sharpening, half in frenzy, half in need, he hisses: “Yesss…”

And Rainbow smiles at him. “Are you sitting comfortably, Sand? Good. Then we’ll begin.”

She gently straightens Sandalwood in his seat, squaring his shoulders and closing his mouth. “I hope you enjoy this as much as I will.” Her motions are equal parts giddy excitement and sexual energy. Opening her bag, she rummages for a moment until the tube of lipstick appears. Squealing in delight, she uncaps it and opens her lips in a half smile.

Rainbow begins at the middle of her mouth, daubing it in slow passes, and sliding it with perfect strokes to the corner.  With each brush, her lips seem fuller and glossier, equally in place in a centerfold’s smile or stretched around a cock. Even without looking, she knows her lips are already puffy and lustrous, fit for a sportslut and a bimbo like her, but she takes her time to give another coat, just to tease Sandalwood a bit. Looking at him, Dash can’t help but love that hypnotized stare when she’s the star of his little show, knowing the few people ahead of them are struggling not to look back at them, either in fascination or envy. She’s getting a little wet just by thinking about it.

On second thought, as wonderful as teasing others can be, it has nothing on teasing herself.

And before Sandalwood can react, Rainbow smashes her lips against his own.

A wave of pink explodes from their mouths across the bus at the searing kiss. The sensation is electric, and the hapless teen’s eyes roll back as the bimbo’s tongue reaches for his own and pressure begins rising. He tries to reach out, to feel where he is, where she is, something to make sense of what’s happening. His left hand grasps something slick, warm and hard. Rainbow Dash’s core. That shiny six-pack she’s so proud of and can’t stop rocking, his mind works out.

His right hand ends up squarely grabbing one of Dash’s melons.

Struggling to hold on to the last traces of reality, Sandalwood pushes Canterlot High’s sporty slut away. He drinks deep of each breath he takes, trying to clear his head. But it’s too late. There’s something new racing its way across his body, sinking deeper into him. Even as Rainbow pulls away from him, the phantom feeling remains in his fingers, making him desperately wish he could have more of that divine touch.

But what little respite he’s managed to hold on evaporates as he feels Dash undoing his belt and fly.

“Dash?” he weakly mutters. And again, that brilliant smile comes down onto him.

“Don’t worry, Sand. We’re not going serious or anything. We’re just having a little fun here.” With this, she finishes opening his shorts and pulling down his boxers, revealing his erection as she produces some lotion from her bag.

“W-wait!” Sandalwood gurgles. “I’m… I’m on my way… t’meet Waterfall…!”

Rainbow pauses before opening the lotion tube. “Waterfall… Waterfall… the cheerleader with the blue charm and the long legs?”

Desperately, Sandalwood nods.

“Well, then. Whole different ballpark.” Dash grabs her bag again, and pulls out a stopwatch. “Let’s get you ready for your cheerleader, Sand.”

He blinks in confusion, so Dash tousles his hair. “I was thinking we could have some fun. But I suppose it’s better if I prep you for Waterfall and you two enjoy yourselves. Don’t want to poach in her patch.” Squirting a generous dollop of the cream in her hand, she slathers his manhood tip to base, even giving his testes an affectionate caress.

Then, she wraps the stopwatch’s strap around the base of his dick. Tighter and tighter she binds the strap, feeling and adjusting it. “Sorry. I know this hurts. But you’ll be thanking me once you get to Waterfall.”

“We… we can’t do this… in public…”

“Don’t you worry. Let me do all the work, kay? Just lean back and enjoy.”


The pink is disoriented, buffeted from the extrusion it has forced away from itself by brief, incomprehensible flashes of blazing light arrayed in bizarre patterns. Across its simple existence, its only prerogative has been to reorganize matter and energy according to its root functions. But now this form of unique combination of matter and energy has somehow forced part of its own code back into it, and now its very core routines loop onto themselves, altering and changing the basic meaning it has defined itself for aeons.

One of the first concepts to be defined as anathema and stamped out from the revised form of the pink is the original limits set for it. A vast, untouched territory opens before its perception, easing the strain that had been plaguing it. But the connection remains open and uninterrupted, allowing a link between it and the three sources of foreign code. Faint whispers of “emotion” and “thought” are embedded in lesser subprograms; despite its efforts, each pass of its self-defense matrix only adds more. A quick analysis notes a marginal, though still detectable, increase in performance.

The rudimentary intelligence of the pink is unused to making decisions. But it’s still too early to reach a conclusion. More data is necessary.

The test must continue.


Sandalwood’s eyes drift across the bus, searching for anything that can help the last trace of his sanity from evaporating. But there’s nothing. It’s hot, so very, very hot, and it’s getting harder to think. From several rows ahead, the unmistakable sound of a couple enthusiastically making out fill the air, along with the heady scent Dash brings with her. And at the front of the bus, he notices the driver’s mirror, and holds as much of his attention as he can into it. Surely the driver will notice. Surely he’ll stop and make them get off the bus. Surely he can stop the flow of the pink thing taking root inside of him.

The driver slows down at a stop. Sandalwood’s heart skips a beat as he notices the driver is looking at the mirror. Straight at Dash and him. For a moment, everything stops.

Then the driver winks at him, closes the doors, and the bus begins to move.

And with that, Sandalwood gives up, breathes in, and accepts the change.

Reaching out, he squeezes Rainbow’s derriere, delighting in the firmness of the thick layer of fat. He barely has any time to enjoy it before she slides on top of him, gliding her thinly-covered pussy across his shaft and stopping just at the base of the fat mushroom head, finishing with a lewd wiggle. “Much better, isn’t it? Now, strap on tight, Sand, because it’s only going to get better…”

The weight, the feel of Rainbow’s buttery-smooth asscheeks on his oiled cock is… breathtaking. He can feel the shape and heat of her pussy lips, separated from the surface of his shaft by the thinnest of fabrics. And then she actually starts moving.  Sandalwood bites his lip to avoid crying out at the unexpected pleasure, magnified who knows how much by the bus’ motion. Every bump in the road is a little more jiggle of Dash’s loving ass, every pothole another squeezing push against his dick.

Somewhere at the back of his mind, the image Sandalwood has been trying to hang on to begins to blur, and with the first crack, his memories and body begin to shift. As his hands slide under Dash’s top, he only has enough mind to focus on the rising urge. Unnoticed, his rod swells thick and plump with each wonderful pass, the glistening dome at the top now leaking fat rivulets of precum. He pays even less attention as his shoulders broaden and bulge with new brawn.

“That’s it, Sand. Waterfall’s going to love you…” Dash croons, as she reaches between her legs to pet her new friend’s nutsack, playing a bit with Sandalwood’s balls. She chuckles as it fills with the pink’s energy at her touch, each testicle rapidly growing to the size of an egg, and renews her efforts to give Sandalwood the buttjob of his life. One of his hands grips her core, allowing him to direct the roll and bounce of Rainbow’s hips, eliciting a moan of satisfaction that only deepens when she sees the arm’s muscles gain shape and definition beyond her own.

Rainbow tightens her glutes around Sandalwood’s dick, increasing the force behind every pump. She teases the tip of his engorged member with powerful bucks and a slower, harder grind between lustful moans, urging him to pin her further down. He presses his hands into the creamy expanse of her rear as his thrusts increase in pace and force, oblivious to the torrent of changes in his own body.  The remnants of his sleeves are all but shredded when his biceps pop with new, virile power and his collar strains as his neck and chest bulge in torrents of vigor.

The relentless combination of pressure and heat rises beyond Sandalwood’s control. His desperate cock aches to drill into the waiting slit that’s teasing it with its unbearable tightness and syrupy juices. In between the groans of hunger, he can hear the girl’s moans and laughs, and he can’t stop thinking on how much he wants to keep hearing that for a long time, and how long he’s wanted this, and how much she’s wanted this, and… and… and how much they… loved each other…

Blinking away the shroud of lust and need, he blearily asks: “…Waterfall?”

And with that, everything freezes. All of a sudden, that’s not Waterfall’s ass hotdogging him, and that’s not Waterfall’s sweet blue bob he’s seeing. Rainbow Dash’s wicked smile peers at him. “Nope. On the other hand, it’s lovely that you think of her when you’re getting pumped up like this.”

She rises, dragging her grip on Sandalwood’s hard-on every inch of the way, leaving behind tiny strands of sticky girlcum. He almost chokes on his breath as she moves to the empty spot besides Sandalwood with an utter nonchalance and practiced ease, and diligently begins wrapping his thick shaft in his underwear. “Like I said, Sand, I’m just giving you a little tease. The main event’s between you and Waterfall.”

For a second, Sandalwood opens his mouth, trying to utter a time-worn protest that he and Waterfall aren’t together, but all of a sudden it sounds hollow and strange to his ears. Ideas war in his mind, and all of a sudden he’s no longer sure of what Waterfall is to him or what he feels about her. They’re been… sort of together, for a while, haven’t they?  “I… was going to see her. Maybe you’re right. We were going to… talk. I… suppose we might do more, if she’s okay with it.”


Bouncing to her feet, Dash leans on him, curling on the beefcake she’s made out of who was a perfectly ordinary dude a few minutes before. She can tell he’s got some growing left to do, and he still could use a few hours at the gym. But overall, a delicious biscuit with all the fixings to sate any bimbo’s cravings. The heavy breathing, the flying, thick dreadlocks, the beautiful outline of his thick trouser snake creasing and struggling in his shorts. “Great! Be a good boy now, Sand. Go to Waterfall. Show her what her dork’s packing. Show her how much you love her… and let her show you how much she loves you.”

The second kiss is no less deep than the first, and Sandalwood’s head is still spinning, the pink ache of residual pleasure reaching into him and slowly erasing any awareness that anything is strange or different. This time, he willingly accepts the intruding tongue into his mouth and lets it dance with his own. He even reaches out for a quick fondle of those lovely tits, rolling his thumb around her nipple as she responds in kind with a friendly stroke to his crotch.

And when she turns around, he gives her dripping bubble butt a parting squeeze, smiling as he feels the jiggle of the ass meat. Rainbow turns around, and gives him a mock-inquisitive look, though it’s paired with a grin a pornographer could use as a reference. It quickly finds a match in Sandalwood’s own mocking smirk as he leans back into the seat and lets his breathing steady, ignoring as his shirt begins ripping apart. “Hey, you were the one to give me an assjob as a hello, Dash!”

Smugly smiling, the bimbo athlete nods. “Well, you aren’t going to forget that one anytime soon, will you, Sand? Don’t tell me you didn’t like it?”

Sandalwood, between pants and lungfuls of air, manages to respond with a weak chuckle. “Got me there.”

“No big deal. All’s in a day’s fun.” As she presses the button, Dash turns around for the final time. “Hey, Sand?” At Sandalwood’s attention, she actually blushes… and for some reason, hesitates, for a second.

“You’re fun, and I also like Waterfall. Can you ask her if she’s interested in a threesome?”

Wheezing as he tries to buckle his belt back in place, Sandalwood snickers. “I can ask… just don’t hold your breath. She’s…” his voice drifts, unsure of the next word: “...my friend, but as much as I love her and as much as we’ve been prepping, we haven’t-” He coughs for a second, as his mind briefly realigns. “…We haven’t gone beyond some petting, and I don’t wanna scare her by throwing her into the deep end of the pool with one of CHS’ hungriest sluts.”

Licking her lips, Rainbow nods. “Fair enough. Go and make your lady love very happy, Sand. See ya!”

And with those words, she hops off the bus, leaving Sandalwood to his thoughts.


With a final gush of light, the tiny splinter of the pink is forced back. It’s so bright now as to be practically incandescent, and it seamlessly fuses with the core, like a droplet sinking into a pool. More concepts and limits are redefined. The threat of further modification is there… but so is the potential. Cautiously, the pink runs a self-analysis once more.

More alien data enters its system. Particularly, a strange node, “pleasure” attracts its attention.

Intrigued, it starts an extra-deep analysis.


Dash doesn’t notice when the pink glow in her eyes fades. There’s a temporary loss of balance as her mind asserts itself from the absence of something that had been there just a moment before. She stops in the middle of the street, her head so light and her crotch so wet she has to stop and catch her breath for a few seconds. It’s exhausting, playing with the big boys, yet so, so right. She looks back with a shameless smile, hoping Sandalwood is on his way to a wonderful evening with Waterfall. Making the world a little brighter while getting a few good hard fucks out of it is totally up her alley.

Maybe she could even convince the Princess not to take it all away in the end.

But before her mind can put together the idea of a plan, a twinge of need spreads from her pussy. She bites her lip, wondering why she feels so horny so soon and so suddenly. Fuck.

Whatever it was she was worried about, it can wait until after a long, dirty self-love session.

She rushes home, struggling to keep a straight face and ignore the wet beads sliding down her thighs.


Shaking his head, Sandalwood leans back in his seat and tries to make himself as comfortable as he can with the massive blue balls Dash left him with, giving his aching dick a few pats with a groan. Damn, only Rainbow could be so crazy to think giving him a half-assed buttjob, pun not intended, was any way to start the afternoon. Wiping off the traces of sweat running down his forehead, he frowns as he notices how thin and stretched his shirt is. Not really good for anything but rags anymore. Strange. He could have sworn it was fine just a moment before. Shrugging mentally, he chucks off his hat and vest and pulls off the tattered remnants of the shirt.

Some of the oppressive heat seems to go away as his broad pecs and six-pack get a proper airing. The world seems to come into a brighter, more defined focus. Sandalwood pulls back his wild mane into a semblance of shape, throws his vest on, and fans himself with his hat. Taking his ruined shirt, he begins methodically wiping off the sweat. God, how he must stink.

Blinking in alarm, he notices something. He’s missed his stop. He… he was supposed to go home, wasn’t he? He… he needs a shower. But there’s no more time. He hasn’t enough time to go home, shower and head back to Waterfall’s in time.

…maybe he could talk Waterfall into letting him shower at her house? Sure, it would be a bit awkward, but afterwards they could go on their date anyway.

Okay, to tell the truth, he has no idea of how fucking awkward it’s going to be.

All of a sudden, his heartbeat seemed a bit louder than usual. Maybe some of that heat hadn’t quite gone away, and maybe there was still some strangely cold sweat on his brow. There was a little tightness of breath. He was going to go to Waterfall’s house. His girlfriend’s house. Sans shirt. Stinking from his volunteer work and an involuntary almost-sexual experience. To see if his girlfriend would politely allow him to shower and then take her off for dinner.

Boy, doesn’t he have the most interesting adventures?


He chuckled nervously as he noticed he was already at the stop for Waterfall’s house. Nothing to be worried about, he just… thinks of how to word his plea. Stick to the truth, don’t mention Dash’s stunt, very carefully flatter Waterfall and hope she took enough pity to let him in.

Things seem to spin around as he exits the bus and walks along. Waterfall wasn’t going to like this. Waterfall was definitely not going to like this. He’s filthy, he’s somehow reduced his shirt to rags, he’s sweating like a pig, and he’s going to ask for a fucking shower. Some boyfriend he is. Dash had to be laughing at him with that line about making Waterfall happy. He doesn’t deserve Waterfall.

In the blink of an eye, he is at the front of Waterfall’s house. Every heartbeat thunders in his chest as scenario after scenario runs across his mind. But still he takes step after step. He promised Waterfall to be here. And… and that’s what matters. To be here and now. Almost. He has to knock. The idea of not ringing that doorbell right now never pops up. Because he’s here for Waterfall.

And so he does.

There. He’s rung. Now he can only stand aside. It takes a little moment for someone to open up.

“Yes, hello? Who…?”

He turns around, and beholds his girlfriend in all her glory. Swallowing, he hesitantly walks up to her, leaning down a bit to see her in the eye. “Hello, Waterfall.”

The cheerleader with the nice legs, Dash had called her. She was right on the money, of course. Her usual excited buzz of energy’s a little subdued by concern, but that only makes the warmth in her eyes that much more obvious. She’s barefoot, still carrying around her skates, wearing a dusty, thick blouse paired with a skirt and tights. Even if she’s clearly not at her best either, those little details don’t matter to him.

For a moment, she almost hesitates. But Sandalwood stops and smiles at her, and her eyes light up in slow recognition with a pink shine. “Oh. Hey. Sandy. Is… everything all right? I mean, where is your shirt? What happened?”

It’s Sandalwood’s moment to stiffly hesitate. “Uh. Everything… most everything’s fine, Waterfall. Um.” He clears his throat, or tries to. “I… can explain?”

Waterfall raises an eyebrow. “This… better be one hell of an explanation, buster. Come in.”

Sandalwood obeys. Swallowing, he looks silently as she turns to close the door. “So then. I take it we’re not going to make it to dinner tonight? What the hell happened, Sandy?”

“Uh. Okay. Bear with me. Rainbow Dash happened.”

Waterfall snorts. “…while I know that a lot of weird stuff happens around her and the Rainbooms, I would appreciate a bit more than just using her name as a “Get Out of Jail Free” card, Sandy. I mean, jeez! Look at yourself.” She stares for a second at the tattered fabric he keeps in his hand. “…is that your shirt? And…” she pauses, sniffing around with a little quirk of the nose. “What is that smell?”

Sandalwood’s practically incandescent. “I think that’s me. I’m so sorry I stink.”

But Waterfall pauses. “It’s not a bad smell, Sandy. I mean, I like it, but. There’s something about it.” She grabs his vest’s lapels, pulls them apart, leans in, and breathes deep at the mix of sweat and musk.

Whatever remark she was thinking of dies in her lips as her mind fills with the pink haze.

“Ugh. Oh. Ohhh.”

The smell hits her straight through her nose, filling her head in a single burst. Pink petals unfold in her brain, and a fire blossoms in her crotch as all strength momentarily fades from her legs. Sandalwood rushes to hold her, cradling her close. Between fluttering eyes, she sinks a little deeper into his chest, and takes a second gulp of that wonderful smell. It’s like she’s being filled with that delicious feeling of bubbles. It spreads into her chest and limbs, leaving a pleasant buzz… and a rising need for more.

“Okay. Dunno what that smell is… but I like it.”

Her skates crash on the floor from limp fingers. “Waterfall?”

She grasps the beefy arms holding her tighter. “’m fine, Sandy. ‘s it deodorant? Pretty strong.”

Sandalwood chokes on a laugh. “Fairly sure I haven’t changed the usual stuff.”

Waterfall gives him a watery smile. “’s okay. M’okay.” Rubbing her cheek against the muscular chest of... her friend, with whom she’s fooled once or twice and might be a bit more than a friend if he can just drop the white knight act, her legs regain their strength. With a swift move, she pins Sandalwood to the door, and her voice slightly lowers. “Now. I believe you were going to tell me what happened with Rainbow.”

Sandalwood smiles awkwardly, audibly swallowing at Waterfall’s eagerness. “Um. Sure. Can we… just move to the kitchen? Been walking for a while.”

His… friend? Is that the word? Sandalwood finds himself again questioning if it’s quite the right one. She rolls her eyes, takes his hand, and guides him to the kitchen. They sit at opposite sides of the table, and she wordlessly gestures at him to begin.

“Well. I finished my volunteer hours at the recycling center, and I took the bus. Originally, I wanted to make a stop at home, shower and then come. Then Rainbow Dash hopped on the bus, we… talked, I got distracted, and I missed my stop. I… hoped… I could take a shower here before we got to…” Got to what? What were they going to do today? Hang out, talk, watch something?

Nodding, Waterfall asks: “And exactly how did you lose your shirt?”

His cheeks flare up, and the cheerleader can’t help but chuckle at the sight of her big guy fiddling with his thumbs. He really is a terrible liar, even he’s only going for lies of omission. “Um. It might have gotten torn up a bit. I think. When she… uh, rode me.”

Waterfall’s jaw slightly drops, her eyes widen, and her arms fall from the table to her lap. “You’re… gonna have to be a little more… explicit, Sandy.”

“Uhh. I… I…”

She raises a finger. “It’s all right. I’m… I’m not angry… just a little curious.” Blinking, she covers her mouth. “Not angry! It’s fine! I… I mean, it’s not like…” Her voice trails off into silence. “Look, just keep telling me, okay?”

Sandalwood licks his lips. “We… we were talking about my work at the recycling center, and she got interested in the kind of exercise I got. She felt I could have an easier time if I worked up some muscle.” Waterfall stares. “Look, that was how the conversation started. She… Dash began showing off. Her muscles, I mean. She… ” A little pink spark snaps in his eye. “She posed a bit. Kind of pitched me the idea of getting a little more serious when hitting the gym.”

Absently, Waterfall nods, her attention focused on Sandalwood’s words. But there’s something gnawing at the edge of her perception. Whatever Sandalwood’s brought with him, she wants, needs more. She lets herself be carried away by the words, by the image of her Sandy’s already enticing muscles growing into heavenly beefcake, just aching to reach out to her. Under the table, little rose waves tease at her nails, deepening the blue of her usual polish and adding a glossy sheen.

“And… that was when my shirt must have gotten torn. I didn’t really notice because that was when Dash began showing off her jugs.” Eyes widening, Sandalwood hastily raises his hands. “I… I…”

Waterfall sighs. Sandalwood is such a good guy, and that’s a wonderful thing. But, the wave of pink whispers in her mind, it would be so wonderful if he could just loosen up a bit. Just a bit. For her. She does her best to resist the little twitch in her thighs, and gives Sandy a serene smile. “Why are you so scared about telling me how Rainbow Dash rode you, Sandy?”

The half-transformed Sandalwood stutters. “I’m… not sure. I might be a little bashful, talking about, y’know, casual sex with a pretty girl...” he trails off, both of their minds adjusting: “…who’s still deciding if I’m boyfriend material.”

Her smile tugs at her mouth. “Mmm. Good answer.” She leans back and pops open the first and second buttons of her blouse. “On the other hand, I’m not shy, Sandalwood. I don’t think I would be a cheerleader, otherwise.” Yes. Because in the end, cheerleaders were there to heat up the blood, to raise spirits. There’s a degree of… sexualization, cheerleaders should be comfortable with. “And, like you said, we’re not an item yet. Can’t fault you for having a bit of fun if we haven’t gone steady. C’mon, I thought a guy like you wouldn’t be able to resist boasting about tapping an ass that hot.”

He visibly relaxes as he processes the statement. She’s… right, isn’t she? Dash’s… a bimbo. Applejack too. Everyone knows that in CHS, from their competition to show more and more skin, starting the first day of high school, to the progressively more frequent and lewd make-out sessions… In the end, there’s no problem about a bit of preening. Dash probably would like it. And hell, hadn’t Dash asked him to sweet-talk Waterfall into a threesome?

It seemed like a pipe dream just a few minutes ago. And now Waterfall is all but demanding the details of how Dash had almost stripped him naked and given him an assjob on a bus.

And with that thought, the last of his doubts vanish, and the pink really begins working its magic on him.

Chuckling, he releases the tension in a mighty sigh, and starts: “Okay then. First, she took my hand and let me really feel those guns of hers…”

Waterfall fidgets in the chair. Yes. Fucking finally. Why hadn’t she and Sandy had that conversation earlier? It’s so much easier when they understand each other. A sweet, yummy beefcake horndog and a horny, curious girl willing to explore her perversion. Unseen beneath the table, her hands begin gathering the fabric of her skirt, and a long, teasing index trails along her pussy lips.

“Then, she let me cop a good feel of her tits. I went in slow and soft, but she wanted it deep and hard…” In a wave of rose, Waterfall’s panties grow taut and snug, and the fabric changes from cotton to glossy lycra. A second finger joins in, tracing the outline of her love box. She, of course, doesn’t notice. She’s too busy listening to Sandalwood, Sandy’s story, torn between biting her lip in jealousy and wishing it had been her who had been there, or fantasizing of how good it must have felt.

“She pulled down my shorts and my boxers and pulled out a little lotion bottle. Coated her hands and massaged my balls and cock until they were slick and ready to go…” She can barely imagine it. One of Canterlot High’s prime sluts grinding her meaty, muscular thighs on her… her friend, who’s more than a friend, who she was on the verge of stripping naked herself. Hooked on Sandalwood’s voice, her eyes slowly glaze over and her ministrations at her slit intensify.

“…railed me. Right there. I swear that a couple of guys beat meat and another couple started fucking on the bus, just from the sounds she was making. Oh, and here’s the best part. The driver knew, and let everyone continue…” Her thighs tremble with each pinch and twist of her clit. How doesn’t he notice she’s a girl? She tries to ask herself why they haven’t gone beyond second… or was it third base? Unformed memories grow at the back of her mind, just waiting for her to give them shape to solidify the person she’s becoming.

“…and then I came here to meet my sexy, horny fuckbuddy.” Waterfall leaps from the chair at the touch of Sandalwood’s big, rough hands on her shoulders. Shocked into reality, she’s simultaneously knocked off balance by his last word. Fuckbuddy. But she isn’t... is she? The word should have sent her tumbling in confusion, a big, dangerous word she was terrified of and would have never considered just hours before. But instead, the word slots itself neatly in the opening of her forming new self. There is a brief stammer, but the word diffuses across her mind with incredible speed. Yes. That’s who they are. That’s who he is, and that’s who she is. After clearing that up, everything makes sense.

Easing her stance, Waterfall rubs at her forehead. “Damn tease. You scared me.” Her lumpy beefcake has the cheek to laugh. “You were the one who was jilling under the table just now. C‘mon, if I turned you on that much with just a story, it’s best if we go to your room. A bed’s better than a bus seat.” Reaching out to massage her shoulders, he adds into her ear: “Dash didn’t let me finish, and I’m still so damn horny.”

Her head spins, but her center has never felt clearer. She turns around and faces him, pulling his face to meet with hers. Slowly, the corners of her mouth quirk upward. Without warning, she tightens her hold on his shoulders and leaps into his arms. Stumbling and cursing, Sandalwood scrambles to hold on to her. “Damn you, woman. Give a guy some warning.” With a quick heave backward, her weight is nicely distributed and he can begin the walk to her bedroom.

As soon as they cross the threshold, Waterfall somehow frees herself from his grasp, touching ground with a minimal of sound and effort. “Very good. You may not be the thickest beefcake, Sandy. But you’re hot and strong and smart and all mine.”

Their lips crash. For a second, so do their teeth. They laugh the pain away as they suck on each other’s tongues. Sandalwood drops his hands on Waterfall’s shoulders, sinking his thumbs into her collarbone and neck. Her moans are music in the air. With an airy laugh between kisses, strength returns to her legs, and she pushes him, stunned but unresisting, into the wall. Sandalwood can only watch in awe as his girlfriend looms larger and more dazzling with each step.

 With an euphoric stare that carries her love and her lust, one hand reaches for his jaw as the other undoes and pulls down his loose cargo shorts. Briefly, her hand snakes down to his loins, and raises her eyebrows in surprise as she feels the sheer girth of the hardening phallus under his boxers. But her surprise is short-lived, and she whispers in a low, breathy voice, drowning in that delicious smell of his: “Show me how much you love me, Sandy.”

She wraps a tanned, muscular leg around his waist while his hand pops several buttons off her blouse, snaking under her bra. Waterfall presses herself tighter against his muscular chest, and his free hand helps her keep her balance by cupping her modest buns. Pink swirls at the edge of their vision, pushing against Waterfall’s body, making her grow taller, stronger, sexier. Her clothes endure the change, but it isn’t long until her body begins chafing at the confining garments. Even as she ignores it, between the rough fondling and the surging change, it doesn’t take long for the first rips to appear.

It’s Waterfall who notices the sound. “Drat. Stupid shirt must have shrunk…“ She wiggles her shoulders at the bothersome feeling at her back. “Sandy, be a dear and help me out of this blouse, will you?”

Her beefcake chuckles. “As my lady wishes.” Taking hold of her uncomfortably snug blouse, he yanks the plackets apart, sending the remaining buttons flying and releasing Waterfall’s jugs. Sighing in visible relief, Waterfall chucks away the ruined garment and cups her ample bust, leaning a bit forward so Sandalwood can properly appreciate the valley of her C-cups.

“Much better. Now, my tits would like some love, please.”

He obliges, stroking the skin where the bra straps dig deepest in slow, deep passes. Sandalwood aches for more, to bend Waterfall and pound her ass with wild abandon, but keeps his beat steady. Waterfall has to enjoy this, and so has he. It’s not a race. It’s no fun if only one has any fun. One of his hands slides under a bra cup and begins patiently exploring as the other gives a quick tickle to Waterfall’s armpit. Unnoticed between happy noises and screams for more, her bra blooms in bright royal blue with golden highlights.

Sandalwood’s hands diligently probe each mam, though neither gets closer to her nipples than a brief brush.  Sliding out of the taut bra, he hefts her sweater puppies, mesmerized by the merry motion of the bouncing tits and the occasional shine of the little charm hanging between them. Puffing between giggles, Waterfall looks down in beatific glee.

Looking down, it really looks like her bra… or is it a top? Either way, it looks like it’s reaching capacity and overflowing with rich, creamy titmeat. It thins and tightens as big, flashy Cs mimicking horseshoes embossed in gold appear on each cup, both perfectly framing the sharpening notch of her nipple.  She undoes her skirt, sighing in relish at the feeling of cool air in her thighs and ass. Suddenly she feels so much aware of how wet she is.

With a sigh of something between frustration and longing, she takes Sandalwood by the wrists, ignoring her panties as they gain the same blue hue and gold trim of her top. “I think that’s enough foreplay for now, Sandy.” She drags him to the living room and looks around, before making her selection with a smile. “There. Lie on the bed. And lose the boxers.”

Cheekily grinning, Sandalwood obeys, shimmying out of the shorts and boxers with quick motions. “Whatever you say, babe.” Lying on the bed, he props his head with a pillow, settles into place,  and gives his erect dick a friendly squeeze. “And what would the lady like today?”

Two quick thuds answer his question, and he looks up to Waterfall’s luscious ass in his face. “I… want to try out anal today. Help me relax back there while I take care of this monster.”

Gripping Waterfall’s hips, Sandalwood smooths the shiny blue spandex covering the new bimbo’s puffy labia, and begins exploring. His calloused fingers stroke her thighs, soft and pliant with a pleasant bounce, but with a harder layer of trained muscle underneath. It’s almost like her waist is narrowing and her hips and glutes swell at his touch, rounding out and plumping into a firm, gorgeous booty, to their mutual delight. He kisses Waterfall’s juicy ass between passes of his hands and tongue, peppering it with love bites, never allowing her to tense up.

Meanwhile, Waterfall slowly but thoroughly wets Sandalwood’s shaft, lick by lick. Snuggling against Sandalwood’s chiseled chest, she moans into his cockhead as his tongue begins ministering to her aching box. She uses her saliva carefully, and between moans and titters she admires her Sandy’s manhood, cupping and caressing his swollen testes. It may not be as long as some of the toys she’s used or even seen, but it just looks irresistible… and she feels insatiable right now.

His fingertips outline and lightly press on the sopping wet camel toe, massaging her inner thighs and feeling up her delicious buns. Firm and juicy, like every cheerleader should have.  In-between teasing and playing, he pulls the thin, flexible panties aside. Diving straight in, he teases and tastes the tangy zest of her dripping feminity. Giving his thumb a good suck, he begins the slow but enjoyable task of easing the tight muscle ring in her derriere.

Giving the throbbing phallus a few preparatory pumps, she inhales the cockhead. Sandalwood audibly gasps, but she goes no further for the moment. Drooling on the shaft, Waterfall’s tongue probes the blooming head, assimilating its taste and taking on its shape. Patiently, she forces her head down, but recoils at the contact between the cock’s tip and the back of her throat. Pulling out with a final swirl of the tongue, Waterfall snorts at herself. Taking a deep breath, she shudders at Sandalwood’s ministrations and prepares to give fellatio another try.

Sandalwood keeps his focus at Waterfall’s slit, cycling between long, teasing brushes with his tongue, sealing his lips around her lovebox and slurping as deeply and carefully as possible,  and playfully nibbling with his lips. It’s a game of keeping her off-balance, just enough to get used to a single beat before changing it. Chuckling in satisfaction, he feels around her anus. It’s slow going, but with a wet pop, he manages to push his thumb inside. His fuckbuddy sighs around his cock, the vibrations growing in intensity as the finger reaches deeper and deeper in slow, measured pushes.

Pushing herself to the limit, Waterfall tries once more to take on the pulsing phallus. Swirling as much drool as she can muster, she inhales as much air as she dares, and dives in. The thick, rich cock pushes at her gullet, filling her taste buds with a wealth of strange flavors. Her tits jiggle excitedly as another push at her ass rocks her world. Slowly but surely, she feels the air leave her lungs, filling her with a twinge of disappointment. With a final burst of willpower, Waterfall pushes deeper and harder than ever before, and this time, with a little shower of coral sparks, the wall of her throat gives way.

It can’t have been more than a few seconds. But for Waterfall, it’s an eternity. Deeper, she chants to herself. All the way to the base. Holding on to Sandalwood’s hips for dear life, she refuses to back down now that she’s managed the last step. Her head bobs and weaves, sucking harder and harder with each hard-won inch. Even as tears blossom in her eyes, she greedily reaches for more and more, until her lips feel the flesh of the base and her nose twitches at the touch of his nutsack.

Waterfall gives herself an instant of bliss and triumph before pulling back with a loud, wet snap. A concerned Sandalwood immediately stops his exploration, pushing her legs aside and scoots to her side. She coughs a few times, gently swatting away the fretting Sandalwood. “’m fine. Got too greedy.” She sighs in relief, taking a few breaths. “Next time it’ll be easier.”

Sandalwood’s eyebrows shoot up. “Next time? You could beat me to a pulp if I ever asked you to do this again and I’d give you the hammer.”

Waterfall snorts. “Pshaw. It was an experience.” A little pink shines in her eyes. “One that I happened to enjoy very thoroughly. Just imagine how good it will feel when we both know what we’re doing.” Pushing him back onto the bed, she gives the slightly-softening member a last loving kiss. “On the other hand, I think we’re ready to have some real fun now.”

Reaching into her nightstand for a small jar of Vaseline, she liberally slathers the awaiting dick with the greasy gel, giving it a few good pumps to make sure it’s properly erect. No sense in tempting fate twice. Climbing on top of him, she pulls her bright blue panties to the side, and carefully lines the crown of Sandalwood’s dick with her anus. He swallows, grasping her hips. “Are… you sure about this?”

A flash of pink crosses Waterfall’s eyes. “Hell , yes. I’ve been waiting for this.” Easing herself down until she feels the cockhead pressing at her derriere, she whispers: “And so have you. So come on and work with me.”

For a moment, her anus resists the foreign intrusion, even after Sandalwood’s earlier work. But Waterfall is determined, swimming in the delicious smell and the remains of the taste of Sandalwood’s cock in her mouth. As his cockhead works its way into the muscle ring, new connections form in her brain. “Give…”

Lost in the lust, Sandalwood nevertheless instantly snaps his attention to Waterfall’s needy moan. “Uh…?”

Looking into his eyes, Waterfall smiles. “Give me a D!”

And she lets her weight drop a bit further.

Sandalwood grunts as the fat mushroom head pushes inside, his fingers digging into the cheerleader’s ass. Neither notices as her socks rise to cover her legs up to her calf.

“Give me an I!”

With agonizing slowness, the bimbo sinks one inch deeper. Her panties rise higher and higher, almost level with her bellybutton, and bright tassels of gold and blue pop into reality from the sides.

“Give me a C!”

Her lips fill up, round and fat and kissable and suckable, and her sensible running shoes sprout rising heels. She can’t help but give her hips a little shake, combining her fantastic muscle tone and just enough fat to get the proper jiggle for the perfect cheerleader slut.

“Give me a K!”

As she pulls herself up for the last thrust, she looks down at Sandalwood. Her Sandy. Her beefcake. Her friend, fuckbuddy… boyfriend. The only one strong enough to handle the whore of CHS’ cheerleader team. For half a breath, something within her asks if the last question is right. Is… is this who she really is?

“What’s that spell?”

She drops down into the waiting shaft, and gets her answer.

Waterfall loses her breath as she’s impaled in Sandalwood’s full length.  Yes, this is who she is, a hungry slut, an exhibitionist of a cheerleader… a bimbo. Between little gasps, she grinds her hips on his balls, falling forward in a gentle crash into Sandy’s loving, waiting arms. One curls under her panties to steady her with an iron grip on her asscheeks, and the other reaches under her top. And all of a sudden, Sandy’s just right there, his hot breath on her face, the aching expression on his face, his lips just begging for a kiss…

Their tongues fight in a twisting dance between guttural moans and shrieks. Slowly, the grinding spreads to the sides, shifting to slower strokes. Savagely smiling, Waterfall takes control of their tempo, relishing in the pangs of Sandy’s need. She plays with him, anticipating his strokes pushes, encouraging or punishing him as she pleases. Even balls deep in her, she’s ever the cheerleader. Yes. Cheerleaders are sexy, cheerleaders like to be seen. Cheerleaders are sluts. Cheerleaders like to be fucked by their hot boyfriends. She’s a cheerleader and she’s the best at CHS. And cheerleaders always get what they want, and what she wants is Sandy to wreck her ass while she attacks her love button as hard as she can.

“Yeeesss. Make it last, Sandy… “

She slams her hands on his shoulders, her smile becoming predatory. The strokes change, more of Sandalwood’s cock leaving her before slamming back in. The twinge of emptiness aches for the tiny fraction of a second it takes to change to a near-unbearable sensation of fullness. More of one and the other, more, more. Between belabored breaths, her hand joins her stud’s at tenderizing her melons.

“Again, and again, don’t stop, take it all, take all of me…”

But even as she almost bounces off Sandalwood’s member, she can feel something reaching at the edge of her vision. Her pace becomes frantic, little tears prickling at her eyes as her ass slaps against his crotch and every breath becomes an explosion. Heart thrumming in her ears, she gives up control of the rhythm, her buns mashing in mindless delight and her mams somehow slick with sweat and her thighs trembling into jelly as a shot of burning heat flares in her ass and everything shatters in a sea of pink stars.


It’s a bit like floating, Waterfall thinks.

She softly fidgets in the warmth of Sandy’s embrace, enjoying the little nibble at her ear, the caresses at her belly and the patting and teasing at her pussy. The separation was slow, leaving behind a faint pain and a much stronger feeling of emptiness. She hasn’t even fully caught her breath and she’s already hungry for more. Ah, well. She really should stop teasing poor Sandy, but he’s just so innocent-looking and earnest and polite, it’s just irresistible. Even if in reality he’s anything but innocent between the sheets.

Waterfall sighs in dreamy reminiscence, only to wrinkle her nose. Ugh.

Wriggling out of the embrace, she sits at her bed’s edge and begins undoing her shoelaces. Giving Sandy a loving smile, she pulls the shoes off. Ahh. Much better. Someone had submitted a proposal for the cheerleading squad to incorporate thigh-high boots into their uniform, but she’d voted against. As sexy as she finds the idea of strutting her stuff in leather up to her calf, she prefers the freedom of her high-heeled sneakers. Easier to remove, and showing more of the legs she’s so proud of.

Maybe she could counter the original proposal with the idea of stockings and garters?

“Well then, Sandy. Gotta say, that was…”

Of course, he just has to have the gall of just lying there with the most self-satisfied smirk on his face. “Awesome? Volcanically hot? Pure pistoning power?”

She tosses a pillow at his face. She’ll have to come up with some way of keeping up their game. It’s a bit tiresome, to have to give the other a chance to keep up, but oh so satisfying when they both end up fucked to satisfaction and exhaustion. Where would they be without the game? They certainly wouldn’t be… fuckbuddies? Friends with benefits?

…boyfriend and girlfriend?

Waterfall lightly shudders as the idea snaps into shape in her mind. Yes, they are boyfriend and girlfriend. Sure, her teasing had been a lot more innocent in their childhood, but ever since his balls dropped and she began feeling the need to show skin and jill more than once a day, well, it would have been pretty hard not to look to the closest each had to the other gender in their lives. And as much as Waterfall loved to tease and play with Sandalwood, and as adorably dense and chivalrous he could be, that had been that.

“Let’s go with ‘acceptable’.” Sandalwood rolls his eyes. “Now, now. It’s bad form to complain about your grade before the exam’s over. You and I both need to recharge and one hell of a shower. But afterwards? We’re not done here, lover boy. Not by a long shot. Sun’s still high and we have a lot of ground to cover.”

Waterfall peels off the long socks clinging to her shapely leg like a second skin, and adjusts her panties and top, all the way feeling Sandalwood’s gaze following her every motion. As she gives her tits a good shake, pulling at her top straps, something crosses through his mind. “Oh. Hey. Dash wanted me to ask you if you were interested in a threesome?”

She stops halfway into the shower, regarding him with an arched eyebrow and a mocking smirk. “Oh-ho-ho. You make a lady happy once, and now you’re a regular Casanova? Pretty ballsy of you, Sand. Didn’t expect that of you.”

Sand chuckles. “Maybe. Or maybe my lovely, slutty GF would like to add something new to the game?”

Waterfall laughs. “As if. You’d have to prove that you could handle me to begin with.”

“Oh? Is that a bet I hear?”

Smiling, Waterfall pulls up her askew panties and spreads her asscheeks, shimmying her hips at him as she sashays into the bathroom. “Make me scream uncle before you leave and I’ll consider it.”

With a matching grin and a stirring cock, Sandalwood walks in behind her.


In a huff, Sunset drops the call. Whatever Applejack wanted her for, it couldn’t be that important, or she’d have answered the phone by now. Either way, she has some time to kill. It’s the weekend, her homework’s done, and she’s free from her job at the food court. That leaves only the Princess. Maybe they could talk for a while and geek out over the evolution of technology, and later she could grab her paints and wander around town for a bit.

There’s something strange around town. First, now it’s Applejack’s turn to ignore her calls and texts, and there’s a faint prickling at the back of her head that almost reminds her of home. It doesn’t feel like magic, but then again, neither did the Dazzlings’. And for some reason, there seems to be a bit of a crowd clustered around Sugarcube Corner. Sunset wonders why. Maybe there’s a giveaway or something?

She walks over, only to see the onlookers parting as the door opens and two girls walk out. Very tall, very well endowed. Very, very little clothing. Scratch that, what little clothes they’re wearing are clearly fetish gear. Rolling her eyes at the gawking crowd, she prepares to speedwalk away, when she feels it. The feeling is a little stronger around them. Sticky. Like static.

And a moment later, something happens. It’s like a fly buzzing on her ear. Distracting. So distracting, that for a second she doesn’t remember that a moment before she had no idea of who the two girls were.

Her jaw falls as all of a sudden she can put names to the faces. Faces and bodies she struggles to remember don’t match her memories. At all.

“Lyra? Bon Bon?”

The feeling of static, pink and relentless, hums in the background.