What was Twilight supposed to think right now? She could barely fathom what was happening. Her friends discovered she has a penis and were surprisingly unbothered, except for a moment when it was first revealed. Then Pinkie Pie suddenly started flirting with her and showing off her body in her underwear before asking her to jerk off to her while she danced. Was Pinkie on something? This seemed so out of line, even for someone as adventurous as her. To even think about doing something like this felt so wrong and embarrassing for everyone involved.

And yet, despite the objections in Twilight's head, they were becoming overshadowed by her perverted desires. Pinkie was practically begging for Twilight to get off to her, as if she had a secret kink for this sort of thing. If Twilight kept denying her, she might give off the idea that Pinkie is too unattractive to jerk off to, which couldn't be further from the truth. She couldn't make her best friend feel bad about her appearance. Besides, as Twilight looked at Pinkie posing with her hands on her hips with a heart-melting smile, she was starting to crave release more and more.

"So, Twilight," Pinkie said, giving her that beguiling look. "What do you want me to do first? I can fondle my boobs, shake my butt, gyrate my hips, or whatever you want."

Twilight's mouth began to water. Pinkie had so many assets. Her big, jiggly boobs… her round, bouncy, luscious ass… her thick, delicious thighs… her sexy hourglass figure… all being shown off by a small, cheeky pair of underwear and a push-up bra with plenty of cleavage, both sky blue to match her dazzling, mesmerizing eyes. Twilight never realized it before tonight but… Pinkie Pie was incredibly gorgeous.

"Don't be shy, Twilight," Pinkie said. "I'm all yours."

Twilight bit her lip. The sane part of her brain was still heavily objecting to this, but the more she ogled Pinkie, the stronger her hormones began invading her mind and suppressing said objections. On the one hand, this was insane. On the other more enticing hand, she wanted to cum so badly. The more she looked at Pinkie, it began to be not only about pure relief, but also about the potential sexual excitement of stroking herself off to Pinkie in person.

"What's it going to be, Twilight?" Pinkie asked. "If you want, I can decide for you."

"S-Sorry, Pinkie," Twilight said. "I-I guess… th-there's just a lot happening right now."

Pinkie giggled. "Don't think too much about it," she said, speaking in a sweet, yet seductive tone. "I want this, Twilight. Here, I'll decide for you. You want some cake?"

Pinkie turned around, presenting her butt to Twilight and getting rather close, almost straddling her. She spread her legs to give a better look and brought her hands back to caress her cheeks.

"You've been staring at me like all the guys do," Pinkie said. "I catch so many guys checking me out, especially in tight clothes." She said this and began to do a slow twerk, gently moving her butt up and down. She bent over to look between her legs, making eye contact with Twilight. She giggled before returning to her seductive face. "You look so rock hard, Twilight. I think your balls have gotten even bigger too. You can barely stop looking at my ass, can't you?" She gave herself a good spank, making her moan. "I want this so badly, Twilight. And I can see you want it too. C'mon. Do it."

Pinkie began twerking at full speed, her ass bouncing and jiggling like gelatin. It was mouthwatering. She glanced at the other girls, and they were sitting just staring. They probably weren't sure what to think, although some were softly rubbing their stomachs with two fingers, biting their lip, or twirling their hair. It was if they were getting turned on. Twilight could only spare a glance, as Pinkie's thick ass was too good to take her eyes away from. The bobbing of her rump made Twilight's hormones rage, until it was becoming unbearable. Was this lust? Twilight wasn't sure what the feeling was, and it wasn't necessarily a bad feeling, but she was starting to overflow with it. Twilight realized how much warmer it had gotten in the room, and as her cock started pulsating, she knew there was only one thing she could do to satisfy this growing urge she had. She reached her hand out to her pulsing member.

"Mmm!" Twilight grunted, the second the touched it. It was the most sensitive it's ever felt, but the feeling she had was indescribable. She slowly wrapped her fingers around it until she was gripping it, but just softly to start off. As she began to slowly move her hand, an involuntarily moan barreled out of her mouth.

"Oh my gosh!" Rainbow whispered. "She's actually doing it!"

"Goodness me," Rarity said, twirling her hair. "I-It's getting quite warm in here."

Pinkie looked back at Twilight and was delighted to see her friend rubbing off to her.

"Ohhh, Twilight," Pinkie said, grabbing her butt cheeks with her hand, shaking them. "That looks sooooooo hot! I knew you wouldn't be able to resist this cake."

"Uhh!" Twilight moaned. "P-Pinkie…"

As Twilight stroked off to Pinkie, it was clear that her cock would be doing all the thinking from now on, rather than the sane part of her brain. She didn't even bother trying to muffle her moans, letting them be heard. This isn't the first time she had jerked off thinking about Pinkie Pie, but it was even better doing it in person. She no longer cared that it was her best friend dancing for her pleasure, or even that all her other best friends were watching. In fact, having an audience was starting to become a turn on for Twilight.

Pinkie continued showing off her butt, gyrating her hips and twerking like a pro. Her face began slowly turning from seductive to aroused the more she danced. She took glances back at Twilight and moaned in delight when she saw her stroking her cock and ogling her.

"Mmm… that's it, Twilight," Pinkie said. "Jerk off to me. Jerk off to my ass."

"I reckon Pinkie is enjoying this a little too much," Applejack whispered.

"I think they both are," Sunset said. "It's… actually kind of hot."

Applejack bit her lip. "I can't believe I'm saying this but… I agree."

Twilight moaned as she began to pick up the pace. The pleasure rippling through her sent her into throes of ecstasy.

"P-Pinkie…" Twilight whimpered. "Y-You're… s-so sexy…"

Pinkie giggled. "So are you, Twilight, stroking that ginormous cock for me!" Pinkie stopped twerking for a moment, remaining bent over but scooting back closer to Twilight. "Touch me, Twilight."

Twilight's eyes widened, slowing down her pace. "Wh-What?"

Pinkie smirked. "Grab my ass, Twilight. I know you want to."

At this point, the sane part of Twilight's brain had gone completely silent, leaving only her pervy desires. It wasn't going to take much to convince Twilight to do something weird anymore. She reached her free hand out, touching Pinkie's exposed butt cheeks.

"Oooh!" Pinkie said. Her yelp suddenly amplified the pleasure Twilight felt from stroking, causing her to pick up the pace once more.

"W-Wow, Pinkie," Twilight said, stammering over the bliss she was feeling.

"You like it?" Pinkie asked, with that beguiling look in her eye.

"I-It's so big," Twilight said. "A-And soft…"

"Mmmhmm!" Pinkie said. "Perfect for twerking!"

Twilight stared in awe as she groped her best friend. So round… so soft… so… spankable. Getting a dirty thought, she gave her a good swat.

"Eep!" Pinkie yelped.

"S-Sorry!" Twilight said. "W-Was that too hard?"

"Ohhhhh…" Pinkie shuddered. "Do that again…" Twilight did, and Pinkie yelped again. "Oh, yes! Again!" Another smack. "Again!" Another smack. "Again! Again! Again!"

Twilight spanked her friend every time she asked, and Pinkie's cheeks were imprinted with a bright red mark in the shape of Twilight's hand by the end of it. Twilight was worried that she had hurt her friend, but with a smirk, Pinkie reassured Twilight that she was feeling anything but pain.

"Mmm… I think I love being spanked," Pinkie said. "Sit back, Twilight."

Twilight did as Pinkie asked. Spanking Pinkie and making her cheeks ripple made her cock as hard as stone. Before Twilight could ask what Pinkie was doing, she immediately started grinding her butt on Twilight's cock.

"Pinkie… wh-what are you… wh-what are… oh gosh…" Twilight trailed off at the sensation she was feeling.

"You like that?" Pinkie asked. "You like my thick cheeks enveloping your cock?"

"Oh, Pinkie…" Twilight moaned. "That feels soooo good."

"Pinkie…" Fluttershy whimpered. "M-Maybe that's a little much?"

"Maybe…" Pinkie said. "But it's so hot!"

"That is pretty hot, I'll admit," Rainbow said, twirling her hair.

"Work it, Pinkie!" Sunset cheered. "Hella sexy, girl!"

Pinkie moaned as she grinded on Twilight's dick. Twilight's moans filled up the whole room, making the other girls blush profusely. With both her hands free, Twilight reached up to caress Pinkie's hips, making her moan.

"Oh my gosh! Yes!" Twilight cried, feeling Pinkies warm, soft, thick buns grind on her. Her dick felt so cozy inside Pinkie's cheeks.

"I'm so glad you're enjoying this, Twilight. This is so fun!" Pinkie said. "But I think that's enough cake for now. How about I give you some melons?"

"O-Okay," Twilight said, blushing at what was happening. However, she couldn't deny that she's never been more turned on in her life. Pinkie stood up, and Twilight immediately started rubbing herself off again. She couldn't stop. Pinkie was just too sexy. Pinkie turned around and started to fondle herself.

"What about these, Twilight?" Pinkie asked. "Do you like my melons too?"

Twilight could only nod, the sheer bliss coursing through her removing the ability to even speak. She could feel her muscles starting to tense up in her groin. She was getting close.

"Oooh, is that precum I see?" Pinkie asked. Twilight slowed down to examine herself, and there was a shiny drop of juice on her tip.

"I um… I'm getting kind of close," Twilight said, blushing.

"Mmm, are you now?" Pinkie said. "I can't wait. But can you hold it in for a bit longer? I wanna dance for a little longer."

Twilight bit her lip, kind of frustrated that she'd have to wait, but was eager to see Pinkie move her sexy body some more. Twilight nodded and Pinkie smirked back. Pinkie then brought her legs together and started rotating her hips, fondling her boobs as she did so. Twilight would've exploded right then if she had been going any faster. Watching Pinkie's midriff move with her hips was so sexy to watch, as was seeing her fondle her boobs.

"That's right, Twilight. Keep jerking off to me," Pinkie said. "It's making me sooo hot."

Switching her moves up, Pinkie stood with her feet apart and gyrated her hips, which almost brought Twilight over the edge again. Stroking her cock to Pinkie being this sexy was almost too much to handle. She wanted to cum so badly but didn't want to upset her friend. She slowed her pace down to bring her to a less risky state, but still was speechless at the pleasure she felt.

"Like how I move my hips?" Pinkie asked with a knowing look. Twilight nodded watching her flawlessly move her hips, showing off her sexy stomach and chest.

"I love it, Pinkie," Twilight said. "This feels amazing."

"Wanna touch my boobs too, Twilight?" Pinkie asked. "Since I already let you grab my butt."

Twilight's eyes widened, and she nodded without hesitation. Pinkie grinned and brought her huge rack closer. Twilight used her free hand to grope her best friend, evoking a moan from her. Just touching them brought Twilight dangerously close. They were so big, soft, yet perky.

"Mmm… I love the way you handle me, Twilight," Pinkie moaned.

Twilight kept fondling Pinkie, alternating between her boobs to give them equal attention. As she did so, she noticed curious bumps protruding out from the center of her bra. She gave them a quick touch.

"Oh!" Pinkie yelped.

"Oh, I'm sorry!" Twilight said.

"No no!" Pinkie said. "That felt good. Really good. Those are my nipples. They must be super hard right now. That means I'm turned on." Pinkie's seductive look returned. "Touch them some more, please."

Twilight obliged, and Pinkie moaned louder than she had all night. Twilight was getting close again, just from hearing her friend moan from having her nipples touched. Her seductive look was replaced with one of pure bliss.

"Yes! That feels so good!" Pinkie said as her nipples were continuously touched. "Y-You're look so hot stroking your cock, Twilight!"

Twilight relentlessly rubbed Pinkie's nipples, relishing each sexy moan she made. Twilight moaned too as she rubbed off, creating a cacophony of ecstasy. Pinkie only got hotter when she started moving her hips again as her nipples were being handled. She was so sexy that Twilight would've had to totally stop stroking her cock to keep from cumming to early. But she didn't stop. She couldn't. Pinkie was too hot to just stop. Twilight went as slow as she could, but the moaning was too much. Her movements were too much. The stroking was too much. The waves of pleasure were slowly but surely getting stronger. Her climax was imminent.

"P-Pinkie!" Twilight cried, fighting to speak over the increasing tension in her dick. "Y-You're too sexy! I-I can't… h-hold it in… m-much longer!"

"It's okay. I think I'm ready anyways." Pinkie walked back and got down on the floor onto her knees. "Come stand over me."

"Wh-What?" Twilight beckoned.

"Stand over me," Pinkie said, continuing to fondle her boobs. "And don't stop rubbing that long, hard, yummy-looking cock."

Twilight did what Pinkie asked, standing over her and continuing to rub off.

"Mmm… you look so sexy," Pinkie said. "Twilight, do you think you could do something for me?"

"Wh-What is it, Pinkie?" Twilight asked, biting her lip at how good she felt right now rubbing off.

Pinkie just smiled. "I want you to cum on my face."

All the other girls in the room gasped.

"Pinkie, darling," Rarity said. "What's gotten into you?"

"This is getting almost too hot," Sunset said.

"Yeah," Rainbow said. "This is the last thing I expected to happen here."

"It's… kind of sexy, though," Applejack admitted.

"Oh my…" Fluttershy whimpered, not sure what to think.

"A-Are you sure, Pinkie?" Twilight asked.

Pinkie nodded. "Yes! I want your cum all over me. I want it so badly! Please, Twilight. Do it."

Twilight couldn't deny Pinkie's aroused face. She clearly was hungry, and the ache in Twilight's balls confirmed that she would have more than enough to give. Twilight picked up the pace of her stroking, causing her moans to get louder.

"Oh… oh, Pinkie…" Twilight whimpered. "You're so sexy…"

She looked down at her pink friend, waiting to receive her load. She looked up with such adorable blue eyes and fondling her boobs which helped entice Twilight even further.

Pinkie looked up at Twilight's aroused face, and back down at her long, pulsating cock, staring right at the head, which only turned her on more, knowing what was about to happen and what would be coming out of that head.

"Yes, Twilight. Please give it to me! I want it so badly! Oooh I bet it's gonna taste so good!" Pinkie leaned back and bounced up and down, bouncing her boobs with her. "Give it to me! Cum all over me! Give me all of your hot, creamy goodness…"

Twilight, furiously stroking her cock, saw Pinkie bouncing her boobs and leaning back. Hearing her talk dirty to her and moan while being so sexy and bouncing her boobs… Twilight couldn't take it…

"Pinkie… Pinkie… PINKIE! AAAAHHHHHH!"

With a loud scream, and with a gasp from her friends, Twilight exploded, letting loose spurt after spurt of hot jizz all over her friend. The sheer force of her pent-up orgasm caused her to swing her head back, preventing her from seeing where her cum was landing, not that she cared. The pleasure surging through her was like a tsunami, letting loose a seemingly endless stream of cum.

"Yes! YES, TWILIGHT!" Pinkie cried as she was drenched in a torrential downpour of spunk.

Twilight couldn't stop screaming at the size of her orgasm. She'd been pent up for so long, it was like a cataclysmic volcanic eruption. She continued to stroke her cock, milking every drop she could, and prolonging this ecstasy for as long as possible. She could barely make out the floored voices of her friends.

"Th-There's so much!"

"How much does she have?"

"Pinkie's gonna drown in all of that!"

"Wow… that's really hot."

"That's like… pornstar amounts of cum!"

Pinkie sat there and took it all, the waterfall of slutty cream seemingly endless. She moaned in throes of ecstasy as each new warm droplet touched her skin.

After what felt like a blissful eternity, Twilight felt her orgasm subsiding. She rubbed herself a little more to ensure that every last drop came out. She collapsed back into the office chair, her head swimming. When she looked back down, she was troubled to see her pink friend practically coated in her hot cum. She was covered from head to toe in long strands of spunk. She was breathing heavily sprawled out on the floor. Twilight looked around at her friends, all with wide eyes. Fluttershy and Rarity had their hands over their mouths.

"Twilight…" Pinkie moaned. "Y-You came so much…"

Recovering from the orgasm, Twilight felt a sudden cloud of shame envelop her, as it often happened after she came.

"I'm sorry, Pinkie! I-I didn't mean to—"

"Sorry?!" Pinkie cried. "I LOVED it, Twilight. It was so… so… hot. I… I… ohhhhh…"

Taking everyone by surprise, Pinkie reached down into her underwear and started rubbing herself, moaning loudly.

"Whoa whoa!" Rainbow said. "What are you doing, Pinkie?"

"Oh my…" Fluttershy said. The poor thing's face was bright red.

"Um… a little excited there, sugarcube?" Applejack asked.

"Ohhhh yesss…" Pinkie moaned, writhing on the ground in pleasure. "I can't help it. I'm SOOOOOOO turned on right now…"

Even after such a colossal orgasm, Twilight felt herself getting hard again watching Pinkie get off to being covered in her cum. She looked at her friends, and they seemed to be getting more hot and bothered from seeing their friend masturbate.

"Mmm… I'm so covered…" Pinkie moaned, her rubbing getting faster. "I'm covered in so much cum." Her breathing got faster, and her moaning louder. Her grip on the floor got tighter and her mouth took on more of an O-shape. "Oh my gosh, yes! Yes! YES! YEEESSSSS! AAAAAHHHHHH!"

Pinkie finished, arching her back and screaming at the top of her lungs. Her hand banged on the floor as her back arched more and more. When she tried to catch her breath, she just screamed more, her orgasm also lasting longer than normal.

When it was over, Pinkie collapsed onto the floor with a thud. Her breathing was labored and her eyes were barely opened, seemingly unbothered by the fact that she just masturbated in front of all her friends. She feebly lifted her hand and scooped up some of the cum still on her body and licked it off.

"Mmm… Twilight's cum… it's so tasty…" Pinkie said, scooping up more and more of the cum, moaning every time she tasted it.

Twilight couldn't help but stare as Pinkie as she ate. She didn't know why, but it was super hot to watch Pinkie enjoy her cum so much.

"I didn't realize Pinkie was such a cum slut," Rainbow said.

"I know, right?" Sunset said.

Pinkie didn't respond, too enamored by her meal.

"Twilight? Are you hard again?" Rainbow asked.

Twilight blushed, noticing that she was full mast yet again.

"Um… I-I guess so…" Twilight said.

"That huge orgasm wasn't enough for you?" Sunset asked.

"A-Are we not done?" Fluttershy asked.

"I guess not," Rainbow said. "Still looks pent up to me." Rainbow got up and walked over to Twilight. "Stand aside."

"Rainbow?" Fluttershy whimpered. "Wh-What are you doing?"

Rainbow smirked, giving Twilight a look that had become all too familiar throughout the night. "I've never seen Pinkie so satisfied. And seeing her get so into it… I think I might want some of this too."